Sumitomo Mitsui Financial Group approved a statutory share exchange that will place SMBC Nikko Securities beneath a new intermediate holding company. The exchange agreement was scheduled for 30 September and the reorganisation is expected to take effect on 1 October 2026. SMBC Nikko will become an indirect subsidiary of SMFG rather than a direct subsidiary.
The preparatory company receiving SMBC Nikko will remain wholly owned by SMFG and will change its name to SMBC Nikko Securities Holdings Inc. when the exchange takes effect. SMFG disclosed the decision on 29 September and filed the announcement with the US Securities and Exchange Commission. The disclosure was also filed through the Tokyo Stock Exchange timely-disclosure system.
NEW HOLDING COMPANY ADDS A GOVERNANCE LAYER
The reorganisation changes the ownership chain inside SMFG without transferring control outside the group. SMFG will own the new holding company, which in turn will own SMBC Nikko. SMFG first announced the planned intermediate holding company structure on 12 May 2026, targeting establishment around October 2026.
The holding company will oversee the governance of SMBC Nikko and SMBC Nikko Jefferies Securities. SMBC Nikko Jefferies Securities is a joint venture between SMBC Nikko and Jefferies Financial Group for the wholesale Japanese equities business. Under the exchange, SMFG will transfer its 200,002 SMBC Nikko shares to the preparatory company in return for one new share.
OCTOBER EFFECTIVENESS MARKS THE NEXT STEP
Shareholder approvals at SMBC Nikko and the preparatory company were also scheduled for 30 September. The effectiveness of the exchange on 1 October will establish the new ownership chain, subject to the disclosed process completing as planned.
Shuji Yoshioka, president and chief executive of SMBC Nikko, will also lead SMBC Nikko Securities Holdings as president and chief executive. The exchange is between wholly owned SMFG companies, and no transaction value was disclosed.