Chiba Kogyo Bank Files 425 for Business Combination with Chiba Bank

TL;DR

**Chiba Kogyo Bank filed a 425 for a business combination with Chiba Bank, signaling ongoing M&A activity.**

AI Summary

This 425 filing, submitted on March 25, 2026, by Chiba Kogyo Bank, Ltd., concerns a business combination involving Chiba Bank, Ltd./M0/. While the filing itself is a standard communication related to such a combination, it doesn't provide specific financial details or terms. For investors, this matters because it signals ongoing corporate activity between these two Japanese banks, which could eventually lead to changes in their market positions, competitive landscape, or even share structure, potentially impacting stock value.

Why It Matters

This filing indicates that Chiba Kogyo Bank, Ltd. and Chiba Bank, Ltd./M0/ are engaged in a business combination, which could reshape the regional banking landscape in Chiba, Japan.

Risk Assessment

Risk Level: low — This filing is a procedural communication for a business combination and does not inherently present new financial risks, though the underlying combination might.

Analyst Insight

An investor should monitor future filings from both Chiba Kogyo Bank, Ltd. and Chiba Bank, Ltd./M0/ for specific terms, financial implications, and timelines of the business combination, as this filing is merely a procedural announcement.

Key Players & Entities

• Chiba Kogyo Bank, Ltd. (company) — the entity that filed the 425 form
• Chiba Bank, Ltd./M0/ (company) — the subject company of the business combination
• March 25, 2026 (date) — the filing date of the 425 form
• 0002088711 (person) — CIK for Chiba Kogyo Bank, Ltd.
• 0002088606 (person) — CIK for Chiba Bank, Ltd./M0/

FAQ

Filing Documents

• ss6114292_425.htm (425) — 40KB
• image_001.jpg (GRAPHIC) — 2KB
• 0000947871-26-000327.txt ( ) — 44KB

From the Filing

Filed by The Chiba Kogyo Bank, Ltd. Pursuant to Rule 425 under the U.S. Securities Act of 1933 and The Chiba Kogyo Bank, Ltd. (File Number: 132-02880) Dated March 25, 2026 March 25, 2026 Company name: The Chiba Kogyo Bank, Ltd. Representative: Hitoshi Umeda President (CEO) and Managing Executive Officer (Securities code: 8337, Tokyo Stock Exchange Prime Market) Inquiries: Nobuhiro Nishimura Executive Officer of Management Planning Division Telephone: +81-43-243-2111 (main switchboard number) Notice Concerning Repurchase of Class II Preferred Shares, the 2nd Series of Class VI Preferred Shares, and the 2nd Series of Class VII Preferred Shares (Repurchase of own shares pursuant to the provisions of Chiba Kogyo Bank’s Articles of Incorporation in accordance with the provisions of Article 459, Paragraph 1 of the Companies Act) The Chiba Kogyo Bank, Ltd. (the “ Bank ”) hereby announces that the Board of Directors of the Bank decided at a meeting held today the details of the repurchase of Class II Preferred Shares, the 2nd Series of Class VI Preferred Shares, and the 2nd Series of Class VII Preferred Shares in accordance with the provisions of Article 459, Paragraph 1 of the Companies Act and Article 16, Paragraph 2 of the Bank’s Articles of Incorporation. 1. Reasons for repurchase of own shares As announced in today’s press release titled “Execution of Definitive Agreement regarding Establishment of Joint Holding Company (Joint Share Transfer) Between The Chiba Bank, Ltd. and The Chiba Kogyo Bank, Ltd.,” at the Bank’s Board of Directors meeting held today, the Bank resolved (i) to establish a company named “Chiba Financial Group, Inc.” (the “ Joint Holding Company ”) as the wholly owning parent company of the Bank and The Chiba Bank, Ltd. through a joint share transfer (the “ Share Transfer ”) on April 1, 2027 (the “ Effective Date ”), subject to obtaining approval at the respective shareholders meetings of the Bank and The Chiba Bank, Ltd. and authorizations and other permissions by relevant authorities, and (ii) to approve the outline of the Joint Holding Company and the terms and other details of the Share Transfer. The Bank and The Chiba Bank, Ltd. entered into a certain management consolidation agreement today. 1 In addition to the acquisition and cancellation of all of the 1st Series of Class VII Preferred Shares effective on April 1, 2026 (for details, please refer to the press release dated February 10, 2026 titled “Notice Concerning Acquisition and Cancellation of the 1st Series of Class VII Preferred Shares” ), the Bank resolved to repurchase its other classes of preferred shares (namely, Class II Preferred Shares, the 2nd Series of Class VI Preferred Shares, and the 2nd Series of Class VII Preferred Shares) by the Effective Date. Following the Share Transfer, the Bank and The Chiba Bank, Ltd. plan to consider the form of capital support to be provided through the Joint Holding Company, including through capital increases or other methods. The Bank and The Chiba Bank, Ltd. will endeavor to secure that the Bank maintains a capital ratio of at least 8%, which it considers necessary to conduct its business operations appropriately. 2. Outline of repurchase The Bank plans to repurchase Class II Preferred Shares, the 2nd Series of Class VI Preferred Shares, and the 2nd Series of Class VII Preferred Shares as outlined below. The Bank will announce the specific timing and other details of the repurchase once they are determined. (1) Class II Preferred Shares (i)Stock to be repurchased Class II Preferred Shares (ii)Aggregate shares to be repurchased Up to 1,500,000 shares (iii)Consideration for repurchase of shares Money (iv)Repurchase price per share 4,000 yen (v)Aggregate amount of repurchase price Up to 6,000,000,000 yen (vi)Repurchase method Stock repurchase by agreement with shareholders of Class II Preferred Shares, with notice or public announcement to all these shareholders (vii)Period during which the shares may be repurchased From July 1, 2026 to January 31, 2027 (2) 2nd Series of Class VI Preferred Shares (i)Stock to be repurchased 2nd Series of Class VI Preferred Shares (ii)Aggregate shares to be repurchased Up to 301,000 shares (iii)Consideration for repurchase of shares Money (iv)Repurchase price per share An amount equivalent to the paid-in amount per share of the 2nd Series of Class VI Preferred Shares, which is 20,000 yen per share, plus an amount equivalent to the accrued preferred year-end dividend on the 2nd Series of Class VI Preferred Shares (an amount calculated by multiplying 300 yen, which is the preferred year-end dividend per share of the 2nd Series of Class VI Preferred Shares, by the number of days from April 1, 2026 (inclusive) to the repurchase date (inclusive), and dividing the product by 365 (calculated

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View this 425 filing on SEC EDGAR