Kioxia eyes U.S. ADR sale for at least $10 billion as Toshiba keeps cutting stake

Kioxia eyes U.S. ADR sale for at least $10 billion as Toshiba keeps cutting stake

N
News Editor
2026-09-15 04:53:38
Japanese memory maker Kioxia is preparing a U.S. American depositary receipt, or ADR, offering that could raise at least $10 billion, according to Bloomberg. The company has been in talks with Bank of America, Goldman Sachs, and JPMorgan, with a launch potentially coming as early as next year. Kioxia confirmed it is studying an ADR listing on a U.S. exchange, saying the move is intended to support a stable and sustainable increase in corporate value, while adding that the timetable and deal size remain under initial review and the plan could still be withdrawn. At the same time, Kioxia’s shareholder structure is shifting. Nikkei reported that Toshiba sold shares in stages after July, reducing its stake from 15.10% to about 12.84% and losing its position as the largest single shareholder. Bain Capital’s SPC, BCPE Pangea Cayman2, previously moved into that top spot with a 14.19% stake, though it has also reportedly been selling Kioxia shares. Another issue sits behind that holding: SK Hynix owns convertible bonds tied to nearly all of SPC2’s voting rights. Kioxia said in its latest annual report that if SK Hynix converts those bonds and secures the voting rights, conflicts of interest could arise in technology development, pricing, and capacity allocation.

Kioxia is preparing to issue American depositary receipts in the United States and is seeking to raise at least $10 billion, according to Bloomberg, as the Japanese memory and storage company looks to tap investor appetite linked to artificial intelligence.

Kioxia moves ahead with U.S. ADR plan

Bloomberg said Kioxia has been in talks with Bank of America, Goldman Sachs, and JPMorgan on an ADR issuance in the U.S., with the deal potentially taking place as early as next year.

Before that, Kioxia had already announced a 1-for-3 stock split and launched a share buyback program worth as much as JPY 800 billion, or about $5.2 billion. The report said the company wants to broaden its shareholder base and reduce share-price volatility, while also gaining deeper liquidity in the U.S. market and aiming for possible inclusion in U.S. semiconductor-focused equity indexes in the future.

In response to market reports, Kioxia said it is indeed preparing to issue ADRs representing its common shares on a U.S. securities exchange in order to “stably and sustainably enhance corporate value.” The company added that the schedule and size of any issuance remain at an early evaluation stage, and the listing plan could still be canceled depending on circumstances.

AI fundraising remains active across semiconductors

Semiconductor and AI-related companies around the world are still using market demand to raise capital. The article noted that South Korean chipmaker SK Hynix raised a record $26.5 billion in a U.S. listing in July this year.

It also said concerns in the market have recently intensified over the speed of AI development and rising potential risks, even as U.S. President Donald Trump dismissed those concerns as a “scam.” Kioxia is still moving ahead with its fundraising plan.

Toshiba cuts stake and loses top-shareholder position

While Kioxia is pushing external fundraising, its internal ownership structure is also changing. Nikkei reported that major shareholders have been reducing their holdings since Kioxia’s Tokyo IPO.

Toshiba sold Kioxia shares in stages after July, cutting its stake from 15.10% to about 12.84%. That move caused Toshiba to give up its position as the largest single shareholder.

Bain Capital’s special purpose company, BCPE Pangea Cayman2, then took that spot with a 14.19% stake. The report also said Bain Capital has been selling Kioxia shares.

SK Hynix-linked voting rights flagged as a risk

Another point drawing attention is SK Hynix’s position in relation to Bain Capital’s SPC2. According to the report, SK Hynix holds convertible bonds tied to nearly all of SPC2’s voting rights. If those bonds are converted into shares, SK Hynix could effectively control the 14.19% voting stake.

Kioxia has listed the matter as a risk factor in its latest annual report. The company said that because SK Hynix is a direct competitor in the NAND flash market, any acquisition of those voting rights could create a potential conflict of interest and affect Kioxia’s technology development, pricing strategy, and capacity allocation.

High valuation, but pressure points remain

Kioxia’s July earnings missed expectations and the company issued a cautious profit outlook. Even so, its Tokyo-listed shares have surged nearly 400% this year, lifting its market capitalization to about $183 billion, according to the article.

What comes next is a dual challenge: broadening its reach in U.S. capital markets through an ADR sale, while also dealing with potential antitrust concerns and operational disruption if SK Hynix ends up gaining those voting rights.

This article was originally published by Bit.Fan. For more cryptocurrency news and market insights, visit www.bit.fan.
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