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GAIA to make FP Bank wholly owned via 75% stake buy, 56-for-1 share swap

Mon, Sep 28, 2026 14:00 JST GAIA Inc. (1540.T) Financial advisory 中文

GAIA Inc. (154A) said on Sept. 28 it will buy 150 shares, or 75.00%, of independent financial adviser FP Bank from its founder and acquire the remaining 50 shares through a share exchange allotting 56 GAIA shares per FP Bank share, issuing 2,800 new shares to make FP Bank a wholly owned subsidiary.

Stake purchased150 shares (75.00% of voting rights)
Exchange ratio56 GAIA shares per FP Bank share
New shares issued2,800 shares
Exchange effective dateOct. 31, 2026 (scheduled)

GAIA, listed on the TOKYO PRO Market and headquartered in Tokyo's Shinjuku ward, is an independent financial adviser (IFA) founded in 2006 that charges fees based on client asset balances rather than relying on commissions from product sales. FP Bank, based in Tokyo's Chuo ward with offices in Nihonbashi and Shinjuku, provides salaried, in-office financial planning consultations and has been shifting from an insurance-centered revenue model toward securities brokerage and fee-based services.

The two firms have worked together since 2024, when FP Bank began brokering, as a financial instruments intermediary, a fund wrap service for which GAIA advises on portfolio holdings. GAIA said forming capital ties with like-minded independent FP offices and IFA firms is part of its growth strategy. Founder Masahiro Kubota will remain FP Bank's representative director.

ItemDetail
Shares purchased150 (75.00% of voting rights)
Purchase priceUndisclosed (confidentiality)
Exchange ratio56 GAIA shares per FP Bank share
New GAIA shares2,800

GAIA is buying the 150 shares from Kubota, with whom it said it has no capital, personnel or business relationship requiring disclosure. The share exchange will follow the simplified procedure under Article 796(2) of the Companies Act and does not require approval at a GAIA shareholders' meeting. GAIA said it did not use its market price to value its own shares because of low liquidity on the TOKYO PRO Market, instead calculating market capitalization based on fee assets, a method used among shareholders since before its listing.

The share purchase is scheduled to close on Oct. 23, 2026, and the share exchange is set to take effect on Oct. 31, 2026.


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