Sumitomo Mitsui Financial Group, Inc. TSE:8316
Sumitomo Mitsui Financial : SMBC Group Announces Change of Subsidiary (Sub-Subsidiary) in connection with the Transition to an Intermediate Holding Company Structure in Japan and Progress on the Establishment of a Japanese Equities Joint Venture with Jefferies
Source: MarketScreener
【NEWS RELEASE】
May 12, 2026
Sumitomo Mitsui Financial Group, Inc. Sumitomo Mitsui Banking Corporation SMBC Nikko Securities Inc.
SMBC Group Announces Change of Subsidiary (Sub-Subsidiary) in connection with the Transition to an Intermediate Holding Company Structure in Japan
and Progress on the Establishment of a Japanese Equities Joint Venture with Jefferies
TOKYO, May 12, 2026 --- Sumitomo Mitsui Financial Group, Inc. (President & Group CEO: Toru Nakashima; hereinafter, "SMFG", and its corporate group will hereinafter be referred to as "SMBC Group"), hereby announces that, at a meeting of its Management Committee held on May 12, 2026, it resolved to transition to an intermediate holding company structure to oversee the securities business of SMBC Group in Japan. As a result, SMBC Nikko Securities Inc. (President & CEO: Shuji Yoshioka; hereinafter, "SMBC Nikko"), a wholly owned subsidiary of SMFG, is expected to become a wholly owned subsidiary of the intermediate holding company in Japan, which in turn will be a wholly owned subsidiary of SMFG (i.e., a sub-subsidiary of SMFG). In addition, on September 19, 2025, SMFG and its wholly owned subsidiaries, Sumitomo Mitsui Banking Corporation (President & CEO: Akihiro Fukutome; hereinafter, "SMBC") and SMBC Nikko, announced that they had reached an agreement with Jefferies Financial Group Inc. (hereinafter, "Jefferies") to integrate their Japanese equities businesses globally and to operate such businesses in an integrated manner through a joint venture to be established in Japan, and have been proceeding with discussions and related considerations. In light of the progress made in these discussions, SMFG hereby announces as follows.
Purpose of the Transition to an Intermediate Holding Company Structure
As part of the integrated operation of the wholesale Japanese equities business in Japan through a joint venture between SMBC Nikko and Jefferies (hereinafter, "SMBC Nikko Jefferies Securities"), SMBC Group plans to transition to an intermediate holding company structure around October 2026. Under this structure, a company to be named "SMBC Nikko Securities Holdings Inc." (hereinafter, the "Intermediate Holding Company") will serve as the intermediate holding company in Japan to oversee the governance of both SMBC Nikko and SMBC Nikko Jefferies Securities. This transition to an intermediate holding company structure is intended to enable the two securities companies to formulate and execute an integrated business model for the Japanese equities business and to establish governance aligned with the Group's strategy.
Overview of Procedures for the Transition to an Intermediate Holding Company Structure
SMBC Group plans to proceed with preparations for the transition to an intermediate holding company structure through "SMBC Nikko Securities Holdings Establishment Preparatory Company, Inc." (hereinafter, the "Preparatory Company"), which will be a wholly owned subsidiary of SMFG. Further, in October 2026, SMBC Group plans to implement a statutory share exchange in which the Preparatory Company will become the wholly owning parent company and SMBC Nikko will become the wholly owned subsidiary (hereinafter, the "Share Exchange"). As a result, SMBC Nikko will become a wholly owned subsidiary of the Preparatory Company, which in turn will be a wholly owned subsidiary of SMFG (i.e., a sub-subsidiary of SMFG). In addition, subject to the Share Exchange becoming effective, the Preparatory Company will change its corporate name to "SMBC Nikko Securities Holdings, Inc." and amend its articles of incorporation to reflect its business operations as the Intermediate Holding Company, thereby transitioning to an intermediate holding company structure. The effective date of the Share Exchange is expected to be October 1, 2026, subject to the receipt of all required approvals and permits (the detailed schedule, including the date of execution of the share exchange agreement, has not yet been determined).
(Before Share Exchange)
SMFG
SMBC Nikko
Preparatory
Company
100% 100%
(After Share Exchange)
SMFG | |
100% | |
Preparatory Company | |
100% | |
SMBC Nikko | |
(corporate name change)
(After corporate name change)
(Share Exchange)
SMFG | |
100% | |
SMBC Nikko Securities Holdings | |
100% | |
SMBC Nikko | |
Future Outlook
As the Share Exchange will be conducted between wholly owned subsidiaries of SMFG, the impact on SMBC Group's consolidated financial results is expected to be immaterial.
SMBC Nikko Jefferies Securities
As announced in the press release "SMBC Group and Jefferies Announce the Strengthening of Strategic Capital and Business Alliance, Centered on the Launch of Wholesale Japanese Equities Joint Venture" dated September 19, 2025, subject to obtaining the required regulatory approvals and completing other necessary procedures, SMBC Nikko Jefferies Securities, which will serve as the core platform in Japan for the Japanese equities business to be integrated globally with Jefferies' Japanese equities business, is scheduled to commence operations in January 2027. To this end, SMBC Group and Jefferies have entered into a Business Integration Agreement and are proceeding with preparations in Japan and overseas for the integration of the relevant businesses. Through this integration, SMBC Group and Jefferies will operate their Japanese equity sales and
trading business and Japanese equity research business on a globally integrated basis, thereby expanding order flow, deepening research and analytical capabilities, and enhancing Equity Capital Markets (hereinafter, "ECM") services as well as underwriting and distribution capabilities. This will further strengthen SMBC Group's and Jefferies' joint ability to meet clients' needs at a higher level.
Governance Structure of the Intermediate Holding Company, SMBC Nikko and SMBC Nikko Jefferies Securities
The Intermediate Holding Company will assume the functions currently performed by the Board of Directors and Management Committee of SMBC Nikko and will be organized as a company with an Audit and Supervisory Committee. SMBC Nikko and SMBC Nikko Jefferies Securities, which will become subsidiaries of the Intermediate Holding Company, will each be organized as companies with corporate auditors. The Board of Directors and the Audit and Supervisory Committee of the Intermediate Holding Company will oversee the business operations of these two securities companies, thereby maintaining an appropriate Group governance framework.
Overview of the Company to become a Sub-subsidiary (Wholly Owned Subsidiary in the Share Exchange (SMBC Nikko Securities Inc.))
Corporate Name | SMBC Nikko Securities Inc. | |||||
Location of Head Office | 3-3-1 Marunouchi, Chiyoda-ku, Tokyo | |||||
Title and Name of Representative | President and CEO (Representative Director): Shuji Yoshioka | |||||
Business Description | Primarily engaged in financial instruments business (Type I Financial Instruments Business, Type II Financial Instruments Business, securities-related administrative agency services, investment advisory and agency services, and investment management business). | |||||
Capital | JPY 135.0 billion | |||||
Date of Establishment | June 15, 2009 | |||||
Major Shareholder and Shareholding Ratio | SMFG 100% | |||||
Relationship with SMFG | Capital Relationship | A wholly owned subsidiary of SMFG | ||||
Personnel Relationship | One director of SMFG concurrently serves as a director of SMBC Nikko. | |||||
Business Relationship | There are transactions between SMFG and SMBC Nikko, including management oversight and related matters. | |||||
Financial Position and Operating Results for the Last Three Fiscal Years | Fiscal Year End | 2024/3 | 2025/3 | 2026/3 | ||
Net Assets | 1,164,252 | 1,187,198 | 1,225,779 | |||
Total Assets | 19,739,506 | 21,000,736 | 21,663,175 | |||
(Unit: JPY millions) | Net Assets per Share (JPY) | 5,821,204.29 | 5,935,935.58 | 6,128,837.54 | ||
Operating Revenue | 403,315 | 495,382 | 551,827 | |||
Operating Profit | 24,630 | 48,174 | 75,536 | |||
Ordinary Profit | 36,158 | 52,076 | 77,565 | |||
Net Profit | 26,832 | 76,713 | 88,933 | |||
Net Profit per Share (JPY) | 134,162.12 | 383,564.51 | 444,663.86 |
Overview of the Wholly Owning Parent Company in the Share Exchange (the Preparatory Company) (Planned)
Corporate Name | SMBC Nikko Securities Holdings Establishment Preparatory Company Inc. | |
Location of Head Office | 1-5-1 Marunouchi, Chiyoda-ku, Tokyo | |
Title and Name of Representative | President and Representative Director: Shuji Yoshioka | |
Business Description | Preparation and research for establishing an intermediate holding company | |
Capital | JPY 10 million | |
Net Assets | JPY 400 million | |
Total Assets | JPY 500 million | |
Date of Establishment | April 1, 2005 (Expected transition date to an intermediate holding company structure: around October 2026) | |
Major Shareholder and Shareholding Ratio | SMFG 100% | |
Relationship with SMFG | Capital Relationship | A wholly owned subsidiary of SMFG |
Personnel Relationship | None | |
Business Relationship | There are transactions between SMFG and the Preparatory Company, including management oversight and related matters. | |
Note 1: The Preparatory Company is scheduled to change its corporate name to "SMBC Nikko Securities Holdings, Inc." on October 1, 2026 (planned), subject to the Share Exchange becoming effective.
Overview of the Wholly Owning Parent Company after the Share Exchange (Planned)
Corporate Name | SMBC Nikko Securities Holdings Inc. (scheduled to change its corporate name from "SMBC Nikko Securities Holdings Establishment Preparatory Company Inc." on October 1, 2026, subject to the Share Exchange becoming effective) |
Location of Head Office | 1-5-1 Marunouchi, Chiyoda-ku, Tokyo |
Title and Name of Representative | President and CEO (Representative Director): Shuji Yoshioka |
Business Description | Formulation and implementation of management strategies for group companies, management oversight and related matters |
Capital | JPY 100 million |
Overview of SMBC Nikko Jefferies Securities Inc. (Planned)
Corporate Name | SMBC Nikko Jefferies Securities Inc. |
Location of Head Office | 1-5-1 Marunouchi, Chiyoda-ku, Tokyo |
Business Description | Primarily engaged in financial instruments business (Type I Financial Instruments Business) relating to the wholesale Japanese equities business, including ECM, sales and trading, and equity research. |
Ownership Equity Ratio | SMBC Nikko Securities Holdings: Jefferies = 60%: 40% (voting rights) SMBC Nikko Securities Holdings: Jefferies = 70%: 30% (economic ownership) |
Board of Directors | The Board will be constituted by 5 members, with SMBC Nikko Securities Holdings appointing three members and Jefferies appointing two members. |
Key Executives | SMBC Nikko Securities Holdings nominates Chief Executive Officer who also serves as President, and Jefferies nominates Executive Vice President. |
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