As filed with the U.S. Securities and Exchange
Commission on September 18, 2026
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
For Depositary Shares Evidenced by American
Depositary Receipts
___________________
Tokio Marine Holdings, Inc.
(Exact name of issuer of deposited securities
as specified in its charter)
n/a
(Translation of issuer's name into English)
Japan
(Jurisdiction of incorporation or organization
of issuer)
JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its
charter)
270 Park Avenue, Floor 8, New York, New York
10017
Telephone (800) 990-1135
(Address, including zip code, and telephone number,
including area code, of depositary's principal executive offices)
____________________
Tokio Marine America Inc.
825 Third Avenue, 23rd Floor
New York, NY 10022
(212) 297-6600
(Address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Scott A. Ziegler, Esq.
Ziegler, Ziegler & Associates LLP
570 Lexington Avenue, Suite 2405
New York, New York 10022
(212) 319-7600
| It is proposed that this filing become effective under Rule 466 |
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immediately upon filing |
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on (Date) at (Time) |
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| If a separate registration statement has been filed to register
the deposited shares, check the following box. ☐ |
CALCULATION OF REGISTRATION FEE
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Title of each class of
Securities to be registered |
Amount
to be registered |
Proposed maximum aggregate price per unit (1) |
Proposed maximum
aggregate offering price (2) |
Amount of
registration fee |
| American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one share of common stock of Tokio Marine Holdings, Inc. |
1,000,000,000
American Depositary Shares |
$0.05 |
$50,000,000 |
$6905 |
| (1) | Each unit represents one American Depositary Share. |
| (2) | Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such
estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary
Receipts evidencing American Depositary Shares. |
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states
that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until
the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
PART I
INFORMATION REQUIRED IN PROSPECTUS
The Prospectus consists of
the form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) filed as Exhibit A to the
form of Second Amended and Restated Deposit Agreement filed as Exhibit (a) to this Registration
Statement on Form F-6, which is incorporated herein by reference.
Item 1. DESCRIPTION OF SECURITIES
TO BE REGISTERED
CROSS REFERENCE SHEET
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Item Number and Caption
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Location in Form of American Depositary
Receipt Filed Herewith as Prospectus
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| (1) |
Name and address of Depositary |
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Introductory paragraph and bottom of face of American Depositary Receipt |
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| (2) |
Title of American Depositary Receipts and identity of deposited securities |
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Face of American Depositary Receipt, top center |
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Terms of Deposit: |
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(i) |
Amount of deposited securities represented by one unit of American Depositary Shares |
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Face of American Depositary Receipt, upper right corner |
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(ii) |
Procedure for voting the deposited securities |
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Paragraph (12) |
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(iii) |
Procedure for collecting and distributing dividends |
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Paragraphs (4), (5), (7) and (10) |
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(iv) |
Procedures for transmitting notices, reports and proxy soliciting material |
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Paragraphs (3), (8) and (12) |
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(v) |
Sale or exercise of rights |
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Paragraphs (4), (5) and (10) |
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(vi) |
Deposit or sale of securities resulting from dividends, splits or plans of reorganization |
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Paragraphs (4), (5), (10) and (13) |
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(vii) |
Amendment, extension or termination of the Deposit Agreement |
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Paragraphs (16) and (17) |
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(viii) |
Rights of holders of ADRs to inspect the transfer books of the Depositary and the list of holders of ADRs |
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Paragraph (3) |
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(ix) |
Restrictions upon the right to transfer or withdraw the underlying securities |
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Paragraphs (1), (2), (4), and (5) |
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(x) |
Limitation upon the liability of the Depositary |
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Paragraph (14) |
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| (3) |
Fees and charges that a holder of ADRs may have to pay, either directly or indirectly |
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Paragraph (7) |
Item 2. AVAILABLE INFORMATION
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Item Number and Caption
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Location in Form of American Depositary
Receipt
Filed Herewith as Prospectus |
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| (a) |
Statement that Tokio Marine Holdings, Inc. publishes information
in English required to maintain the exemption from registration under Rule 12g3-2(b) under the Securities Exchange Act of 1934 on its
Internet Web site (https://www.tokiomarinehd.com/en/) or through an electronic information delivery system generally available to the
public in its primary trading market. |
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Paragraph (8) |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
| (a) | Form of Deposit Agreement. Form of Second Amended and Restated Deposit Agreement
dated as of , 2026 among Tokio Marine Holdings, Inc., JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all Holders
and Beneficial Owners from time to time of ADRs issued thereunder (the "Deposit Agreement"), including the form of American
Depositary Receipt. Filed herewith as Exhibit (a). |
| (b) | Any other agreement to which the Depositary is a party relating to the issuance
of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. Not Applicable. |
| (c) | Every material contract relating to the deposited securities between the Depositary
and the issuer of the deposited securities in effect at any time within the last three years. Not Applicable. |
| (d) | Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary,
as to the legality of the securities being registered. Filed herewith as Exhibit (d). |
| (e) | Certification under Rule 466. Not Applicable. |
| (f) | Powers of Attorney for certain officers and directors and the authorized representative
of the Company. Set forth on the signature pages hereto. |
Item 4. UNDERTAKINGS
| (a) | The Depositary hereby undertakes to make available at the principal office of the
Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received
from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities,
and (2) made generally available to the holders of the underlying securities by the issuer. |
| (b) | If the amounts of fees charged are not disclosed in the prospectus, the Depositary
undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and
to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered
holder of an American Depositary Receipt thirty days before any change in the fee schedule. |
SIGNATURE
Pursuant to the
requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A. on behalf of the legal entity created by the
Deposit Agreement, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met
and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly
authorized, in The City of New York, State of New York, on September 18, 2026.
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Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares |
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By: |
JPMORGAN CHASE BANK, N.A., as Depositary |
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By: |
/s/
Gregory A. Levendis |
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Name: |
Gregory A. Levendis |
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Title: |
Executive Director |
SIGNATURES
Pursuant to the
requirements of the Securities Act of 1933, Tokio Marine Holdings, Inc. certifies that it has reasonable grounds to believe that all
the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its
behalf by the undersigned, thereunto duly authorized, on September 7, 2026.
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Tokio Marine Holdings, Inc. |
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By: |
/s/ Tokiko Inoue |
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Name: |
Tokiko Inoue |
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Title: |
Group Chief Legal and Compliance Officer |
POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each
person whose signature appears below constitutes and appoints Tokiko Inoue, Group Chief Legal and Compliance Officer, his or her true
and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement
and any and all related registration statements pursuant to Rule 462(b) of the Securities Act, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Under the requirements of the Securities Act,
this Registration Statement on Form F-6 has been signed by the following persons on September 18, 2026, in the capacities indicated.
SIGNATURES
| Signature |
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Title |
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| /s/ Satoru Komiya |
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Chairman of the Board of Directors |
| Satoru Komiya |
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| /s/ Masahiro Koike |
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President & Chief Executive Officer (Representative Director) |
| Masahiro Koike |
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(principal executive officer) |
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| /s/ Yoshinari Endo |
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Chief Financial Officer |
| Yoshinari Endo |
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(principal financial and accounting officer) |
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| /s/ Kichiichiro Yamamoto |
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Vice President Director (Representative Director) |
| Kichiichiro Yamamoto |
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| /s/ Yoichi Moriwaki |
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Senior Managing Director |
| Yoichi Moriwaki |
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| /s/ Mika Nabeshima |
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Managing Director |
| Mika Nabeshima |
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| /s/ Hiroaki Shirota |
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Director |
| Hiroaki Shirota |
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| /s/ Nobuhiro Endo |
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Outside Director |
| Nobuhiro Endo |
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| /s/ Shinya Katanozaka |
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Outside Director |
| Shinya Katanozaka |
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| /s/ Emi Osono |
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Outside Director |
| Emi Osono |
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Outside Director |
| Robert Alan Feldman |
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| /s/ Junko Shimizu |
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Outside Director |
| Junko Shimizu |
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| /s/ Saima Hasan |
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Outside Director |
| Saima Hasan |
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| /s/ Akira Harashima |
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Director |
| Akira Harashima |
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| /s/ Kenji Okada |
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Director |
| Kenji Okada |
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| /s/ Kosei Shindo |
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Outside Director |
| Kosei Shindo |
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| /s/ Haruka Matsuyama |
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Outside Director |
| Haruka Matsuyama |
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| /s/ Nana Otsuki |
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Outside Director |
| Nana Otsuki |
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SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE
REGISTRANT
Under the Securities Act of 1933, as
amended, the undersigned, the duly authorized representative in the United States of Tokio Marine Holdings Inc. has signed this Form
F-6 in Houston, Texas, on September 9, 2026.
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Authorized U.S. Representative |
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By: |
/s/ Takafumi Naka |
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Name: |
Takafumi Naka |
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Title: |
Senior Counsel |
INDEX TO EXHIBITS
| Exhibit Number |
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| (a) |
Form of Deposit Agreement |
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| (d) |
Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary,
as to the legality of the securities to be registered. |
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