Rakuten completes the transfer of its card and securities holding businesses to Rakuten Bank

Rakuten Bank became the sole owner of Rakuten Card and Rakuten Securities Holdings on 1 October, completing a reorganisation that puts the group’s banking, card and securities interests under one financial parent. The bank’s completion filing confirms that the necessary approvals and transfers were completed.[2]

For the brokerage business, the distinction between the holding company and the operating company is essential. Rakuten Securities Holdings owns 51% of Rakuten Securities; Mizuho Securities owns the remaining 49%. The May agreement left that operating-company relationship in place. Acquiring all of the holding company therefore gives Rakuten Bank an indirect controlling interest in the broker, rather than ownership of every share in it.[3]

One intended benefit is more flexible funding. The May agreement envisages replacing external interest-bearing debt at the card and securities businesses progressively with borrowing from Rakuten Bank. That would retain more financing income within the financial group and make greater use of its deposit base. The agreement also proposes coordinated marketing and customer referrals. These are routes to future earnings improvement, rather than savings demonstrated by the ownership completion.[3]

The consideration also changed ownership of the bank itself. Rakuten Bank issued 230,890,116 Class A shares, allocated between Rakuten Group and Mizuho Bank. Following the specified conversions into ordinary shares, Rakuten Group held 49.95% of the bank’s voting rights and Mizuho Bank 10.52%. The filing calculates those voting percentages using the March voting-rights base plus the newly converted shares. These shares were acquisition consideration.[2]

The transaction perimeter excludes some recognisable Rakuten financial brands. The completion filing records the prior transfer of Rakuten Wallet shares from Securities Holdings to Rakuten Group and the removal of Rakuten Payment shares from Rakuten Card. Group branding alone is consequently an unreliable guide to which businesses now sit below the bank.[2]

At the wider group level, the asset transfers have a separate accounting consequence. Rakuten Group expects about ¥23 billion of income tax expense in its third quarter ending September 2026, arising from gains at Rakuten Card. The intragroup gain itself is eliminated in the consolidated results. The tax expense remains an estimate subject to the subsequent accounting review.[1]

That combination matters for interpreting the next results: a completed internal reorganisation can create a tax cost without producing a corresponding consolidated disposal profit.[1]

The bank’s completion notice says it is still assessing the effect on its financial year ending March 2027.[2]

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