Tokmanni Group Corporation: Disclosure under chapter 9, section 10 of the securities market act (The Goldman Sachs Group, Inc.)

Tokmanni Group said on 11 December 2025 it received a notification from The Goldman Sachs Group that, following share transactions on 9 December, Goldman Sachs and its controlled undertakings now hold 3,216,111 Tokmanni shares (5.46% of share capital and voting rights) comprising 763,996 direct shares (1.30%) and 2,452,115 through financial instruments (4.17%) out of 58,868,752 total shares outstanding. The instrument exposure includes an open securities lending position of 1,809,447 shares (3.07%) plus a series of cash-settled swaps maturing as late as 2035; the previous notified position was zero. Crossing the 5% threshold under the Finnish Securities Market Act formalizes Goldman Sachs’ material economic exposure to Tokmanni and may draw investor and governance scrutiny given Tokmanni’s scale (2024 revenue EUR 1,675m, comparable EBIT EUR 100m).

Analysis

Tokmanni Group disclosed on 11 December 2025 that The Goldman Sachs Group, Inc. increased its aggregate economic exposure above the 5% notification threshold following share transactions on 9 December 2025; the total position is 3,216,111 shares (5.46% of 58,868,752 outstanding), consisting of 763,996 direct shares (1.30%) and 2,452,115 through financial instruments (4.17%). The instruments include an open securities lending position of 1,809,447 shares (3.07%) and multiple cash-settled swaps with maturities out to 2035, signaling sizable derivative-based exposure rather than a pure outright long stake.

Crossing the 5% threshold formalizes Goldman Sachs’ material economic interest and may prompt investor and governance scrutiny; the predominance of swaps and securities lending implies the position could be hedged, transient, or facilitative of client activity, which can affect apparent free float and short-availability dynamics. The presence of long-dated swaps (to 2035) indicates sustained contractual exposure even if voting power is limited by the instrument structure.

Tokmanni’s scale (2024 revenue EUR 1,675m; comparable EBIT EUR 100m; 380+ stores and exclusive SPAR rights in Finland since 2025) makes a 5.46% economic holding strategically meaningful for liquidity and market perception. Investors should therefore monitor subsequent disclosures on intent, changes in the split between direct holdings and instruments, and any voting or stewardship statements from Goldman Sachs.

Key Decisions for Investors

• Monitor upcoming regulatory filings for changes in total exposure and an explicit statement of Goldman Sachs’ voting intentions or investment objective, as that will clarify whether the position is strategic or transactional
• Anticipate potential near-term volatility and altered liquidity dynamics given the large securities lending component and the possibility of increased borrow supply or short activity, and size positions accordingly
• If holding long Tokmanni, review margin and recall risk because the open securities lending position increases the chance of recalls or forced buying; consider modest hedges or position trimming if risk tolerance is low
• Avoid assuming activism or operational change solely from this disclosure; wait for follow-up disclosures or governance actions before repositioning for a potential strategic investor scenario