[Summary]
On May 12, 2026, KDDI announced the implementation of a tender offer for its own shares, a so-called treasury stock TOB. The purchase price is 2,325 yen per share. The maximum number of shares planned to be purchased was set at 107,526,800 shares, and the total acquisition amount including the tender offer and subsequent market purchase was set at 300 billion yen.
In response to this TOB, Kyocera will subscribe for 53,763,400 shares, which is a portion of the KDDI shares it owns. The total planned sale price is approximately 125 billion yen.
What is important is that this sale is not simply a ``resolution of cross-shareholdings.'' For Kyocera, this is a balance sheet redesign in order to allocate the financial asset of KDDI stock, which it has held for many years, to share buybacks, growth investments, and improvements in capital efficiency.
The essence of this time is not "selling KDDI stock"
The essence of this time is not to sell KDDI stock itself, but to change the location of capital.
In June 2025, Kyocera sold approximately 108 million shares of KDDI stock worth approximately 250 billion yen through KDDI's own stock TOB. As a result, the net asset ratio of cross-shareholdings fell to 48.3% as of the end of March 2026.
In the fiscal year ending March 2027, KDDI documents indicate that Kyocera plans to sell 250 billion yen worth of KDDI stock, the same amount as in the previous fiscal year.
In other words, Kyocera's move is not temporary.
As for the composition,
External financial asset called KDDI stock
Stock buyback/growth investment/semiconductor-related investment
ROE/PBR improvement
This is a reallocation of capital.
Kyocera completed the acquisition of approximately 200 billion yen of own stock in the fiscal year ending March 2026, and has indicated that it will carry out a total acquisition of up to 250 billion yen in the fiscal year ending March 2027.
This is the biggest point this time.
Kyocera is clearly transitioning from a company that continues to hold other companies' stocks to a company that increases its own capital efficiency.
Rational supply and demand processing for KDDI side
This TOB is highly reasonable for KDDI as well.
If major shareholders such as Kyocera and Toyota sell their KDDI shares all at once on the market, there is a possibility that supply and demand will worsen and downward pressure on stock prices will prolong. However, by absorbing this through a TOB for KDDI's own shares, direct selling pressure on the market can be suppressed.
Furthermore, the TOB price is 2,325 yen per share. This is a 7.72% discount to the closing price of 2,519.5 yen on May 11, 2026, and a 9.99% discount to the past month's average of 2,583 yen.
From KDDI's perspective, it is possible to acquire treasury stock at a lower level than the market price. From Kyocera's perspective, it is possible to convert large amounts of stock held into cash without disrupting the market.
In other words, this TOB is
For KDDI, it is a measure to improve EPS and stabilize supply and demand
For Kyocera, it is a means of converting cash to improve capital efficiency
This is a transaction that makes sense for both parties.
Kyocera's aim is to recover PBR by 1x
A long-standing issue for Kyocera has been low capital efficiency.
While the huge unrealized gain asset of KDDI stock supported financial stability, it was also a burden from the perspective of capital efficiency. This is because the thicker the stock holdings, the larger the balance sheet, and the harder it is for improvements in business profits to be reflected in ROE and PBR.
By combining this sale with share buybacks, Kyocera is simultaneously pursuing the following three goals:
- Reduction of cross-shareholdings
- Return to shareholders through share buybacks
- Secure investment capacity in growth areas such as semiconductors and electronic components
In particular, capital investment for the fiscal year ending March 2027 is expected to be 225 billion yen, and AI-related investment is expected to accelerate in the semiconductor-related market.
In other words, the funds from this sale are not just surplus funds.
For Kyocera,
Transferring capital from “past successful assets” to “future growth assets”
It is.
Including Toyota's moves, KDDI's shareholder structure is at a turning point
In this TOB, not only Kyocera but also Toyota Motor Corporation are positioned as prospective shareholders. KDDI documents show that Toyota Motor Corporation held 363,365,900 shares of KDDI stock, or an ownership ratio of 9.54%, as of the end of September 2025.
This is important.
KDDI is a company that has been supported by Japan's leading operating companies, Kyocera and Toyota. However, the shareholder structure is currently changing from ``strategic cross-holdings'' to ``relationships that emphasize capital efficiency.''
It doesn't mean the relationship is broken. Rather, it should be seen as a shift to business partnerships that do not rely on capital relationships.
This is a trend that is spreading throughout Japanese companies.
Points that investors should look at
What is important when looking at Kyocera stock is not the sale of KDDI stock itself.
What we need to look at is the capital allocation after the sale.
Specifically,
- How long will share buybacks continue?
- Will investment in semiconductors and electronic components lead to profit growth?
- How far can the net asset ratio of cross-shareholdings be lowered?
- Will PBR exceeding 1x be permanent rather than temporary?
These are the four points.
Regarding KDDI stock, improving EPS through share buybacks and stabilizing supply and demand are likely to be positive factors in the short term. On the other hand, there remains room for additional sales by Kyocera and Toyota, so the market will continue to be interested in the second and third rounds of major shareholder sales in the medium to long term.
Conclusion
Kyocera's current sale of KDDI shares is not simply a matter of converting unrealized gains into cash.
This is a major change in capital policy, allowing Kyocera to allocate the huge cross-shareholdings it has held for many years to share buybacks, growth investments, and improvements in capital efficiency.
In other words, this sale is a ``replacement of the capital OS'' for Kyocera.
We will allocate KDDI shares, which have been our spiritual pillar since our founding, to investments in semiconductors and electronic components, which are the next-generation growth engine, and to shareholder returns through share buybacks.
The picture is that Japanese companies are finally
Symbol of starting to steer toward future capital efficiency from past successful experiences
I can say that.
Stock prices fluctuate not only based on performance, but also on market expectations, interest rates, supply and demand, and the timing of additional sales. This article is for reference information when making investment decisions, and does not recommend buying or selling specific stocks.
Source
- KDDI "Notice regarding acquisition of treasury stock and tender offer of treasury stock", May 12, 2026 https://www.kddi.com/extlib/files/corporate/ir/library/presentation/2026/pdf/kddi_260512_plan_pvHOPw.pdf