Co-operative Bank of Kenya employees have become the lender’s top shareholders after buying an additional stake currently worth Sh1.77 billion.
Latest disclosures show the staff, through Co-op Bank Regulated Non-WDT Sacco Limited, acquired an additional 55 million shares, lifting their effective stake in the lender to 2.58 percent as at December 2025.
This marks a rise from 1.64 percent in 2024, propelling the employees’ savings and credit co-operative society (sacco) to the top of the shareholder register for the Nairobi Securities Exchange (NSE)-listed bank.
The sacco bought the stake through Co-opholdings Co-operative Society Limited, the investment vehicle of the co-operative movement, which owns a 64.56 percent stake in the bank.Co-operative societies that own Co-opholdings buy and sell shares in the investment vehicle in the over-the-counter (OTC) market, and their rules allow them to trade the stocks at a discount of not more than 40 percent of the Co-op Bank’s trading price at the Nairobi bourse.
The additional shares are currently valued at Sh1.77 billion based on the current price of Sh32.25 for Co-op Bank shares at the NSE.
Co-op Bank Regulated Non-WDT Sacco has now displaced Harambee Sacco, whose direct stake remained unchanged at 2.47 percent.
During the period, Kenya National Police Sacco also purchased an additional 10 million shares to take its stake to 2.38 percent from 2.21 percent, retaining its position as the third-largest shareholder.
Co-op Bank chief executive Gideon Muriuki ranked fourth with an unchanged stake of 2.3 percent worth Sh4.35 billion, underlining the firm grip of saccos and employees in the lender.
Co-op Bank has a unique ownership structure in which co-operatives collectively control a 64.56 percent stake of 3.787 billion shares through Co-opholdings, which guarantees them majority control. The remaining 35.44 percent comprises shares that are freely traded on the NSE.
“Staff sacco increasing their stake is a vote of confidence. The bank is definitely solid as an investment case when you look at the profit and dividend history. Without an ESOP [Employee Share Ownership Plan], this move is a second-best indicator of staff backing their institution,” said Eric Musau, executive director for research and sustainable finance at Standard Investment Bank.
He observed that several saccos experienced liquidity challenges last year, and that those seeking liquid investments to raise cash and manage their positions may have viewed this investment vehicle as a suitable option.
“After all, NSE offers a reference market price. And so even if they are buying or selling against each other, they can see the underlying reference price, which is easier to exchange on an arm’s-length transaction basis,” he said.
The lender has been steady in paying dividends and its share has more than doubled over the past year to Sh32.25 a piece, growing the wealth of the cooperative societies multiple times.
Co-op Bank raised its dividend for the year ended December 2025 by 66.6 percent to Sh2.50 per share, amounting to a record Sh14.6 billion, on the back of double-digit earnings growth.
The higher payout this year followed a 16.8 percent growth in net profit to Sh29.75 billion in the review period, up from Sh25.45 billion the year before. Co-op Bank was listed on the NSE in 2008, opening the way for the co-operatives to exit and enter the bank through the Nairobi bourse.
For years, the saccos have been trading among themselves within Co-opholdings at the OTC market.
The OTC trading allows for buying and selling of shares directly between two parties without a centralised exchange. Instead of using an automated order book, trades are negotiated privately via dealer networks.
The price of transactions is mutually determined, though co-operatives operate under an informal floor rule that ensures shares are not sold below 60 percent of the prevailing NSE market price of the listed class of Co-op Bank shares.
This aims to prevent distressed disposals while maintaining orderly trading within the movement.
The bank is among the few large lenders in the market that does not operate a formal ESOP. However, the co-operative structure has effectively allowed staff to build indirect ownership through their saccos, which invest in the special purpose vehicle holding the bank’s controlling stake.
Through this arrangement, current and former employees can increase or adjust their exposure to the bank’s performance through the co-operative movement, even without a direct share-based ESOP.
It is not clear which saccos sold shares to the Co-op Bank employees’ sacco. However, changes in the shareholder register of Co-opholding point to possible sellers.
Afya Sacco, Kipsigis Teachers Sacco and Telepost Sacco—each previously among the top 10 shareholders with stakes of 1.9 percent, 1.73 percent and 1.22 percent, respectively, in 2024—dropped out of the ranking last year.
The exit of the three saccos, which held a combined 284.32 million shares or 4.85 percent stake in the bank, came in the period the Co-op Bank employees’ sacco added 55 million shares, while three other saccos with a combined 240.22 million shares joined the top 10 list.
New entrants to the top 10 shareholders include Imarisha Sacco, Trans-Elite City Sacco and Stima Sacco, with stakes of 1.73 percent, 1.12 percent and 1.07 percent, respectively, highlighting increased trading activity within the OTC market for co-operative-held shares.
The shareholding changes in the top 10 list of co-operatives owning a stake in the bank suggest that Afya, Kispigis and Telepost saccos may have offloaded part or all of their stakes through the OTC market.
Co-opholdings functions as a co-operative investment vehicle that holds a distinct class of shares that do not trade at the NSE.
As a result, these shares are not freely tradable in the public market and are only accessible to registered co-operatives within the movement.
The structure was designed to ensure the co-operative movement retains majority control of the bank even after its listing on the NSE in 2008, preventing dilution of its identity as a co-operative-owned lender.
The arrangement allows co-operatives to rebalance their portfolios for liquidity or strategic needs, while preserving the bank’s long-term ownership structure.
The over-the-counter trading means that although Co-opholdings remains the anchor shareholder, the composition of its underlying owners continues to shift as co-operatives buy and sell stakes among themselves.
Co-op Bank has enjoyed growth over the years by leaning on the co-operative movement, unlike its peers, such as KCB Group and Equity Group, which have depended on regional expansion for growth.
