Rakuten Bank to Acquire Rakuten Card and Securities as Mizuho Set to Become Major Shareholder

Rakuten Bank has agreed to acquire Rakuten Card and Rakuten Securities Holdings through share deliveries, in a restructuring that will also see Mizuho Bank become a major shareholder of the online lender. The transactions were announced on Wednesday and will make both target companies subsidiaries of the bank.

Rakuten Group will transfer its shares in the two companies to Rakuten Bank in exchange for newly issued Class A non-voting shares. Mizuho Bank, which held 14.9998% of Rakuten Card's common shares at the end of March 2026, has agreed to transfer all of them to Rakuten Bank.

SHARE EXCHANGE MECHANICS

Under the agreed terms, holders of Rakuten Card will receive 1,867 Rakuten Bank Class A non-voting shares for each Rakuten Card share, while holders of Rakuten Securities Holdings will receive 0.185 Class A non-voting shares for each share held. In total, Rakuten Bank will issue 230,890,116 new Class A non-voting shares as consideration for the two acquisitions.

Of the new shares, 207,330,443 go to Rakuten Group and 23,559,673 to Mizuho Bank; the Class A shares carry no voting rights and are subject to transfer restrictions. On the effective date, Mizuho Bank will convert all of its Class A shares into common shares, giving it about 10.5% of Rakuten Bank's common shares and making it a major shareholder, while Rakuten Group will hold about 49.9%.

Rakuten said the reorganisation consolidates the credit card and securities businesses into a single group under the banking business, and Rakuten Bank will remain listed on the Tokyo Stock Exchange Prime Market. As of the end of March 2026, Rakuten Card had issued 33.87 million credit cards and Rakuten Securities, 51%-owned by Rakuten Securities Holdings, had 13.87 million general securities accounts.

STRENGTHENED MIZUHO ALLIANCE

Mizuho Securities, which holds 49% of Rakuten Securities, is expected to keep that stake after the reorganisation. The share exchange ratios of 1,867 Rakuten Bank Class A non-voting shares per Rakuten Card share and 0.185 per Rakuten Securities Holdings share set the terms on which existing holders convert into non-voting exposure to the enlarged bank.

Alongside the deal, Mizuho Financial Group, Mizuho Bank and Rakuten Bank signed a new capital and business alliance agreement aimed at building a new credit-creation model combining a megabank and a digital bank.

The share delivery requires approval at Rakuten Bank's shareholder meeting on 24 June 2026 and regulatory approvals, with a planned effective date of 1 October 2026.

Once completed, Rakuten Bank will house the group's banking, credit card and securities franchises under a single listed roof, with Mizuho holding about 10.5% of its common shares. Rakuten Group will remain the largest shareholder, with about 49.9% of the common shares. Rakuten Bank said issuing Class A non-voting shares will allow it to maintain the free-float ratio of at least 35% required for continued listing on the Prime Market and keep flexibility in its capital policy.