SK hynix Becomes Kioxia’s Top Shareholder

According to Nikkei News, Japan’s largest NAND flash memory manufacturer Kioxia has announced that its largest shareholder has changed from Toshiba to a special purpose company (SPC), BCPE Pangea Cayman2 (referred to as SPC2). The company is backed by South Korean memory chip maker SK hynix through a convertible bond (CB) investment, making SK hynix the largest shareholder of Kioxia.

Previously, Toshiba held a 15.10% stake in Kioxia. However, between July 15 and August 3, Toshiba sold its Kioxia shares in seven separate transactions, reducing its ownership percentage to 14.06%. Meanwhile, SPC2 held a 14.19% stake in Kioxia, allowing it to surpass Toshiba and become the company’s largest shareholder.

SK hynix originally invested in Kioxia in 2018 through two special purpose companies, contributing approximately KRW 4 trillion. One of the entities, SPC1, was jointly funded with Bain Capital and sold all of its Kioxia shares after Bain Capital exited the investment in June 2026. However, SK hynix continues to hold convertible bonds issued by SPC2, representing an investment of around KRW 1.3 trillion. If SK hynix converts these bonds into common shares in the future, it could officially acquire voting rights in Kioxia.

Kioxia is Japan’s largest NAND flash memory company and currently ranks third globally in NAND flash market share, behind Samsung Electronics and SK hynix. The company remains a key player in the global memory semiconductor industry, particularly in NAND flash storage solutions.

Despite becoming Kioxia’s largest shareholder, SK hynix is unlikely to directly participate in or influence Kioxia’s management in the short term. The reason is that converting its bonds into voting shares would require approval from competition and antitrust authorities in multiple countries. In addition, the Japanese government is expected to carefully review any ownership changes involving strategic semiconductor assets to protect the country’s domestic chip supply chain.

As a result, SK hynix is expected to continue operating primarily as a financial investor in Kioxia for the time being, rather than taking an active management role.