Japan Create Co., Ltd., the real-estate leasing and insurance-agency company that holds the bulk of Zensho Holdings' founding family's stake, pledged 3,000,000 Zensho shares to Sumitomo Mitsui Banking Corp under a new collateral agreement dated August 27, 2026. The disclosure, Change Report No. 51 under Japan's large shareholding rules, was filed with the Kanto Local Finance Bureau on September 2 and lists its trigger as "the conclusion of an important contract such as a collateral agreement". The same filing notes that an older pledge to Sumitomo Mitsui Banking Corp, covering 1,000,000 shares under a 2014 agreement, was released on June 30, 2026.
None of this moves the family's ownership. Japan Create and three individual filers together still hold 61,799,508 shares, or 36.20% of Zensho's 170,733,525 shares outstanding, unchanged from the prior report. Japan Create alone holds 60,299,508 shares (35.32%); each of the three individuals holds 500,000 shares (0.29%). Zensho founder Kentaro Ogawa is deceased; his estate is the second filer, represented by his son Yohei Ogawa. Yohei Ogawa is also Japan Create's representative director, an individual filer in his own right, and a Zensho Holdings officer; another son, Kazumasa Ogawa, also a Zensho officer, is the third individual filer.
A leveraged control stake
The filing shows how much of Japan Create's holding rests on borrowed money. It financed its stake with ¥1.35bn of its own funds and ¥68.9bn in bank borrowings, for total acquisition funding of ¥70.2bn. The largest single lender is MUFG Bank's Yokohama Nishiguchi branch, at ¥50.2bn. Other lenders include Sumitomo Mitsui Banking Corp (¥5.73bn), UBS Bank Tokyo (¥3.76bn), SMBC Trust Bank (¥698mn), Mizuho Bank (¥500mn), Resona Bank (¥388mn), and Sumitomo Mitsui Trust Bank (¥20mn). Three family members lent to the vehicle as well: Kentaro Ogawa personally provided ¥6.3bn, Kazumasa Ogawa ¥613mn, and Yohei Ogawa ¥642mn.
Pledges scattered across banks
Beyond the August 27 addition, Japan Create's Zensho shares are pledged, in whole or part, to lenders under agreements stretching back to 2014.
| Lender | Shares pledged | Agreement date | Status |
|---|---|---|---|
| Sumitomo Mitsui Banking Corp | 3,000,000 | Aug 27, 2026 | New |
| Sumitomo Mitsui Trust Bank | 2,000,000 | Mar 10, 2026 | Active |
| Sumitomo Mitsui Trust Bank | 9,000,000 | Aug 5, 2025 | Active |
| Bank of Yokohama | 800,000 | Oct 1, 2024 | Active |
| Bank of Yokohama | 750,000 | Sep 20, 2023 | Active |
| Mizuho Bank | 1,000,000 | Aug 23, 2019 | Active |
| MUFG Bank | 2,038,428 | Feb 21, 2019 | Active |
| MUFG Bank | 5,500,000 | Feb 21, 2019 | Active |
| MUFG Bank | 1,061,572 | Dec 11, 2018 | Active |
| MUFG Bank | 2,100,000 | Jul 4, 2018 | Active |
| Sumitomo Mitsui Banking Corp | 1,000,000 | Mar 14, 2014 | Released Jun 30, 2026 |
Separately, the filing discloses that up to 1,000,000 shares are on loan to Japan Securities Finance Co. under a stock-lending agreement dating to 2001.
Stated purpose, no proposal
The filers describe their purpose as long-term holding as a stable shareholder of Zensho, and Japan Create, Kazumasa Ogawa, and Yohei Ogawa have agreements to exercise their voting rights jointly. The report lists no "important proposal actions," the category reserved for shareholder activism or demands on management.
The filing does not disclose loan maturities, interest rates, or covenant terms attached to any of the pledges, so it says nothing about what would trigger a lender's claim on the collateral.