PayPay (PAYP) to buy 70.2% of T&D Financial Life for JPY 131,985M

Rhea-AI Filing Summary

PayPay Corporation has agreed to acquire 70.2% of T&D Financial Life Insurance Company from T&D Holdings for cash consideration of JPY 131,985 million, making the insurer a subsidiary. Including estimated acquisition-related expenses of JPY 2,352 million, the total estimated investment is JPY 134,338 million, funded from cash on hand.

The deal supports PayPay’s strategy to expand from cashless payments into broader financial services by adding life insurance for its more than 74 million registered users. T&D Financial Life generated ordinary revenue of JPY 912,827 million and net income of JPY 8,221 million for the fiscal year ended March 31, 2026. Completion, targeted for October 1, 2027, is subject to regulatory approvals, an IFRS transition plan at T&D Financial Life, and other conditions in the share purchase agreement.

Insights

Equity and M&A analyst

PayPay moves into life insurance with a large cash acquisition of T&D Financial Life.

PayPay plans to buy 70.2% of T&D Financial Life for cash of JPY 131,985 million, plus estimated expenses of JPY 2,352 million. The target is a sizeable life insurer with ordinary revenue of JPY 912,827 million and net income of JPY 8,221 million in the year ended March 31, 2026.

The strategy is to combine T&D Financial Life’s agency-based customer base with PayPay’s digital platform, marketing, and embedded insurance capabilities to broaden services from payments and banking into life insurance. The plan relies on successful IFRS transition at T&D Financial Life and timely regulatory approvals, both flagged as conditions to closing.

The acquisition is scheduled to close on October 1, 2027, and T&D Financial Life will become a specified subsidiary because its capital exceeds 10% of PayPay’s capital. PayPay notes that the impact on its financial results is under review; future regulatory filings are expected to provide more detail once the transaction progresses.

Key Figures

Stake acquired: 70.2% voting rights Acquisition price: JPY 131,985 million Total estimated investment: JPY 134,338 million +5 more

8 metrics

Stake acquired 70.2% voting rights Ownership of T&D Financial Life after share acquisition

Acquisition price JPY 131,985 million Cash consideration for common shares of T&D Financial Life

Total estimated investment JPY 134,338 million Acquisition price plus estimated related expenses

T&D Financial Life ordinary revenue JPY 912,827 million Fiscal year ended March 31, 2026

T&D Financial Life net income JPY 8,221 million Fiscal year ended March 31, 2026

T&D Financial Life total assets JPY 1,960,191 million As of March 31, 2026

Registered users More than 74 million PayPay financial services users as of May 2026

Planned closing date October 1, 2027 Scheduled consummation of share acquisition, subject to conditions

Key Terms

embedded insurance, core profit, specified subsidiary, Extraordinary Report, +2 more

6 terms

embedded insurance financial

"combining T&D Financial Life’s customer base with PayPay’s digital platform, UI/UX, marketing, and embedded insurance expertise"

Embedded insurance is a type of coverage that is integrated directly into a product or service, often during the purchase process, making it easy and seamless for consumers to access protection. For example, when buying a new car or booking travel, insurance options may be included automatically. This approach matters to investors because it can expand market reach, increase sales, and create new revenue streams for companies offering these integrated protections.

core profit financial

"Core Profit | JPY (1,487) million | JPY 1,138 million | JPY 7,016 million"

specified subsidiary regulatory

"thereby causing T&D Financial Life to qualify as a specified subsidiary of the Company"

Extraordinary Report regulatory

"This Extraordinary Report is filed pursuant to Article 24-5, Paragraph 4"

IFRS transition plan financial

"subject to obtaining required approvals and permits ... and the implementation of an IFRS transition plan at T&D Financial Life"

call option financial

"a call option exercisable by PayPay from and after the date of consummation of the Share Acquisition"

A call option is a contract that gives its buyer the right, but not the obligation, to buy a specific number of shares at a predetermined price within a set time period. Think of it as a refundable reservation to buy an item later at today’s price: you pay a fee up front and can profit if the stock rises, while your downside is limited to that fee; investors use calls to gain leverage, speculate on upside, or hedge positions without owning the shares.

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Form 6-K: How Foreign Companies Report to the SEC →

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2026

Commission File Number 001-43184

PayPay Corporation

(Translation of registrant’s name into English)

Yotsuya Tower, 1-6-1 Yotsuya
Shinjuku-ku

Tokyo 160-0004 Japan

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Table of Contents

Exhibit Index

Exhibit 99.1 — English translation of the “Notice Regarding Acquisition of Shares of T&D Financial Life Insurance Company (Making it a Subsidiary)” published by the registrant on June 4, 2026

Exhibit 99.2 — English translation of the Extraordinary Report filed by the registrant with the Director-General of the Kanto Local Finance Bureau on June 4, 2026

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: June 4, 2026
PayPay Corporation
By:		/s/ Wataru Kagechika
Name:		Wataru Kagechika
Title:		Managing Corporate Officer and CFO

June 4, 2026

PayPay Corporation

Notice Regarding Acquisition of Shares of T&D Financial Life Insurance Company (Making it a Subsidiary)

PayPay Corporation (“PayPay”) hereby announces that, at a meeting of its Board of Directors held on June 4, 2026, PayPay resolved to acquire 70.2% of the shares of T&D Financial Life Insurance Company (“T&D Financial Life”) from T&D Holdings, Inc. (“T&D Holdings”) and thereby make T&D Financial Life a subsidiary of PayPay (the “Share Acquisition”). The Share Acquisition will be conducted for cash consideration and is expected to be funded from PayPay’s cash on hand. PayPay has entered into a share purchase agreement (the “Share Purchase Agreement”) with T&D Holdings in connection with the Share Acquisition.

One Investment Management Ltd (“OneIM”), an asset management company independent of PayPay, intends to acquire 14.9% of the shares of T&D Financial Life from T&D Holdings for cash consideration through OneIM Indigo Holdings Ltd (“OneIM Indigo”), an affiliate of OneIM. As of the date of this announcement, there is no agreement, arrangement, or understanding between PayPay and OneIM Indigo to jointly exercise voting rights or other rights as shareholders of T&D Financial Life, or to jointly acquire or transfer shares of T&D Financial Life in connection with the acquisition of shares of T&D Financial Life.

The consummation of the Share Acquisition is subject to obtaining required approvals and permits from the relevant authorities, the implementation of an IFRS transition plan at T&D Financial Life, and the satisfaction of other conditions precedent set forth in the Share Purchase Agreement between PayPay and T&D Holdings in connection with the Share Acquisition.

1.Reason for the Share Acquisition

Starting with cashless payment services, PayPay has developed financial services including credit cards, banking, and securities for more than 74 million registered users (as of May 2026). By adding life insurance to PayPay’s financial service offerings, PayPay aims to provide comprehensive financial services tailored to each stage of users’ lives – from everyday payments to asset building, insurance, asset management, and asset succession.

By combining T&D Financial Life’s customer base with PayPay’s digital platform, UI/UX, marketing, and embedded insurance expertise, PayPay believes that it would be possible to further grow T&D Financial Life’s existing business, which T&D Financial Life has built through the independent agency channel, and create new customer experiences in the digital life insurance domain, and accordingly decided to proceed with the Share Acquisition.

Under a shareholders’ agreement that PayPay plans to enter into with T&D Holdings and OneIM Indigo on the date of consummation of the Share Acquisition, with respect to the 238,400 shares (14.9%) of T&D Financial Life that will continue to be held by T&D Holdings, a call option exercisable by PayPay from and after the date of consummation of the Share Acquisition and a put option exercisable by T&D Holdings from and after the date that is three years from the date of consummation of the Share Acquisition are stipulated.

2.Overview of T&D Financial Life

（1）		Name	T&D Financial Life Insurance Company
（2）		Location	1-1-1 Shibaura, Minato-ku, Tokyo
（3）		Title and Name of Representative	Representative Director and President, Kanaya Morinaka
（4）		Business Description	Life insurance business
（5）		Capital	JPY 56,000 million (as of March 31, 2026)
（6）		Date of Incorporation	July 16, 1947
（7）		Major Shareholders and Shareholding Ratio	T&D Holdings, Inc. 100%
（8）		Relationship between PayPay and the Company	Capital Relationship	There is no capital relationship to be disclosed.
			Personnel Relationship	There is no personnel relationship to be disclosed.
			Business Relationship	There is no business relationship to be disclosed.
（9）		Operating Results and Financial Condition for the Most Recent Three Fiscal Years
Fiscal Year			FY ended March 31, 2024		FY ended March 31, 2025	FY ended March 31, 2026
	Net Assets		JPY 73,561 million		JPY 79,781 million	JPY 85,312 million
	Total Assets		JPY 1,869,028 million		JPY 1,861,932 million	JPY 1,960,191 million
	Net Assets per Share		JPY 45,976.05		JPY 49,863.65	JPY 53,320.32
	Ordinary Revenue		JPY 1,028,260 million		JPY 959,073 million	JPY 912,827 million
	Core Profit		JPY (1,487) million		JPY 1,138 million	JPY 7,016 million
	Ordinary Profit		JPY 7,305 million		JPY 7,783 million	JPY 12,328 million
	Net Income		JPY 4,812 million		JPY 5,585 million	JPY 8,221 million
	Net Income per Share		JPY 3,007.52		JPY 3,490.77	JPY 5,138.69
	Dividends per Share		―		―	―

Note: Following the reorganization proceedings of Tokyo Life Insurance Mutual Company, the company was reorganized into T&D Financial Life Insurance Company on October 17, 2001, and commenced operations. Thereafter, the company changed its trade name to T&D Financial Life Insurance Company on July 24, 2006.

2.Overview of T&D Holdings

（1）	Name	T&D Holdings, Inc.
（2）	Location	2-7-1 Nihonbashi, Chuo-ku, Tokyo
（3）	Title and Name of Representative	Representative Director and President, Masahiko Moriyama
（4）	Business Description	Management of life insurance companies and other companies made subsidiaries pursuant to the provisions of the Insurance Business Act, and other businesses associated with the above
（5）	Capital	JPY 207,111 million (as of March 31, 2026)
（6）	Date of Incorporation	April 1, 2004
（7）	Net Assets	JPY 1,617,637 million (as of March 31, 2026)
（8）	Total Assets	JPY 17,318,329 million (as of March 31, 2026)
（9）	Major Shareholders and Shareholding Ratio (as of March 31, 2026)	The Master Trust Bank of Japan, Ltd. (Trust Account) 16.11%; Custody Bank of Japan, Ltd. (Trust Account) 5.89%
（10）	Relationship between PayPay and the Company	Capital Relationship	There is no capital relationship to be disclosed.
		Personnel Relationship	There is no personnel relationship to be disclosed.
		Business Relationship	There is no business relationship to be disclosed.
		Status as Related Party	Not applicable.

2.Overview of OneIM

（1）	Name	One Investment Management Ltd
（2）	Location	Suites 505 & 506, 11th Floor, Al Sarab Tower, Adgm Square, Al Maryah Island, Abu Dhabi, United Arab Emirates
（3）	Title and Name of Representative	CEO and Co-Founder, Rajeev Misra
（4）	Business Description	Investment management business
（5）	Capital	Approximately US$ 10 billion (as of May 31, 2026)
（6）	Date of Incorporation	January 26, 2023

（7）	Relationship between PayPay and the Company	Capital Relationship	There is no capital relationship to be disclosed.
		Personnel Relationship	There is no personnel relationship to be disclosed.
		Business Relationship	There is no business relationship to be disclosed.
		Status as Related Party	Not applicable.

2.Number of Shares to Be Acquired, Acquisition Price, and Shareholding Before and After the Acquisition

（1）	Number of Shares Held Before the Transfer	0 shares (Number of voting rights: 0) (Voting rights ownership ratio: 0%)
（2）	Number of Shares to Be Acquired	1,123,200 shares (Number of voting rights: 1,123,200) (Voting rights ownership ratio: 70.2%)
（3）	Acquisition Price	Ordinary shares of T&D Financial Life Insurance Company: JPY 131,985 million Acquisition-related expenses (estimated amount): JPY 2,352 million Total (estimated amount): JPY 134,338 million
（4）	Number of Shares Held After the Transfer	1,123,200 shares (Number of voting rights: 1,123,200) (Voting rights ownership ratio: 70.2%)

Note: The acquisition price set forth in（3）above represents the estimated acquisition price as of today, and the final acquisition price is subject to change. In addition, the acquisition-related expenses (estimated amount) represent the estimated amount of advisory fees and other expenses directly incurred in connection with the Share Acquisition, and include advisory fees related to IFRS implementation at T&D Financial Life that will be required through the date of consummation of the Share Acquisition.

2.Schedule

（1）	Date of Board of Directors Resolution	June 4, 2026
（2）	Date of Agreement Execution	June 4, 2026
（3）	Date of Consummation of Share Acquisition	October 1, 2027 (Scheduled)

Note: The consummation of Share Acquisition is subject to obtaining required approvals and permits from the relevant authorities, the implementation of an IFRS transition plan at T&D Financial Life, and the satisfaction of other conditions precedent set forth in the Share Purchase Agreement between PayPay and T&D Holdings in connection with the Share Acquisition. The date of consummation of the Share Acquisition is subject to change depending on the status of satisfaction of these conditions.

2.Future Outlook

The impact of this change in subsidiaries on PayPay’s financial results is currently under review. PayPay will promptly disclose any matters that should be disclosed in the future.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which involve risks and uncertainties. In some cases, you can identify these statements by words such as “anticipate,” “believe,” “contemplate,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “will,” “would,” or the negative of these terms, and other similar expressions that describe future business activities, performance, events or circumstances. Forward-looking statements in this press release include, but are not limited to, statements regarding: the expected completion and timing of the share acquisition of T&D Financial Life, including the satisfaction of closing conditions and receipt of regulatory approvals; the expected benefits and synergies of the share acquisition; PayPay’s ability to make T&D Financial Life its subsidiary and expand its financial services offerings into the life insurance domain; the anticipated impact of the share acquisition on PayPay’s results of operations and financial condition; PayPay’s business and growth strategy and market opportunity; and the anticipated terms and timing of future transactions contemplated by the shareholders’ agreement, including any call or put options. These statements involve known and unknown risks, uncertainties and other important factors that may cause PayPay’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These risks and uncertainties include, among others: the possibility that the share acquisition may not be completed on the anticipated timeline or at all, including due to failure to obtain necessary regulatory approvals; the possibility that the final acquisition price may differ from the estimated amount; PayPay’s ability to make T&D Financial Life its subsidiary, realize anticipated synergies, and retain key personnel; impact on the existing business of PayPay and T&D Financial Life; PayPay’s ability to attract and retain users and merchants and grow transaction volumes; PayPay’s ability to manage growth effectively and expand PayPay’s service offerings; changes in the cashless payments, digital financial services, and life insurance industries in Japan; changes in applicable insurance, financial services, or other regulations; and other risks described in PayPay’s regulatory filings and periodic reports. These forward-looking statements are based on PayPay’s current expectations and assumptions as of the date of this press release and are subject to risks and uncertainties. You should not place undue reliance on these forward-looking statements. Except as required by law, PayPay undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

【Cover Page】
【Document Filed】	Extraordinary Report
【Filed With】	Director-General of the Kanto Local Finance Bureau
【Filing Date】	June 4, 2026
【Company Name】	PayPay Corporation
【English Name】	PayPay Corporation
【Name and Title of Representative】	Representative Director and President, Corporate Officer, CEO Ichiro Nakayama
【Location of Head Office】	1-3 Kioicho, Chiyoda-ku, Tokyo
【Telephone Number】	03-6885-8181 (Main)
【Contact Person】	Managing Corporate Officer, CFO Wataru Kagechika
【Nearest Contact Office】	YOTSUYA TOWER, 6-1 Yotsuya 1-chome, Shinjuku-ku, Tokyo
【Telephone Number】	03-6885-8181 (Main)
【Contact Person】	Managing Executive Officer and CFO Wataru Kagechika
【Place Available for Public Inspection】	Not applicable.

―1―

１【Reason for Filing】

At a meeting of the Board of Directors held on June 4, 2026, the Company resolved to acquire 70.2% of the shares of T&D Financial Life Insurance Company Limited (hereinafter referred to as "T&D Financial Life") and thereby make it a subsidiary (hereinafter referred to as the "Share Acquisition"). Accordingly, this Extraordinary Report is filed pursuant to Article 24-5, Paragraph 4 of the Financial Instruments and Exchange Act, and provisions of Article 19, Paragraph 2, Items 3 and 8-2 of the Cabinet Office Ordinance on Disclosure of Corporate Affairs.

２【Details of Report】

1．Decision to Acquire a Subsidiary (Details reported pursuant to Article 19, Paragraph 2, Item 8-2 of the Cabinet Office Ordinance on Disclosure of Corporate Affairs)

(1)Trade name, location of head office, name of representative, amount of capital, amount of net assets, amount of total assets, and description of business of the subsidiary to be acquired

Trade Name	T&D Financial Life Insurance Company Limited
Location of Head Office	1-1 Shibaura 1-chome, Minato-ku, Tokyo
Name of Representative	Representative Director and President Kanaya Morinaka
Amount of Capital	JPY 56,000 million (as of March 31, 2026)
Amount of Net Assets	JPY 85,312 million (as of March 31, 2026)
Amount of Total Assets	JPY 1,960,191 million (as of March 31, 2026)
Description of Business	Life insurance business

(2)Ordinary revenues, core business profit, ordinary profit, and net income for each of the most recent three fiscal years ended of the subsidiary to be acquired

(Unit: JPY million)

Fiscal Year	FY ended March 31, 2024	FY ended March 31, 2025	FY ended March 31, 2026
Ordinary Revenues	1,028,260	959,073	912,827
Core Business Profit	(1,487)	1,138	7,016
Ordinary Profit	7,305	7,783	12,328
Net Income	4,812	5,585	8,221

(3)Capital relationship, personnel relationship, and business relationship between the subsidiary to be acquired and the Company and its consolidated subsidiaries

Capital Relationship	There is no capital relationship to be disclosed.
Personnel Relationship	There is no personnel relationship to be disclosed.
Business Relationship	There is no business relationship to be disclosed.

(4)Purpose of the subsidiary acquisition relating to the subsidiary to be acquired

Starting with cashless payment services, the Company has developed financial services including credit cards, banking, and securities for more than 74 million registered users (as of May 2026). By adding life insurance to PayPay’s financial service offerings, the Company aims to provide comprehensive financial services tailored to each stage of users' lives – from everyday payments to asset building, insurance, asset management, and asset succession.

By combining T&D Financial Life's customer base with the Company’s digital platform, UI/UX, marketing, and embedded insurance expertise, the Company believes that it would be possible to further grow T&D Financial Life's existing business, which T&D Financial Life has built through the independent agency channel, and create new customer experiences in the digital life insurance domain, and accordingly decided to proceed with the Share Acquisition.

(5)Amount of consideration for the acquisition relating to the subsidiary to be acquired

Common shares of T&D Financial Life Insurance Company Limited	JPY 131,985 million
Acquisition-related expenses (estimated amount)	JPY 2,352 million
Total (estimated amount)	JPY 134,338 million

―2―

(Note) The acquisition price set forth above represents the estimated acquisition price as of the filing date, and the final acquisition price is subject to change. In addition, the acquisition-related expenses (estimated amount) represent the estimated amount of advisory fees and other expenses directly incurred in connection with the Share Acquisition, and include advisory fees related to IFRS implementation at T&D Financial Life that will be required through the date of consummation of the Share Acquisition.

2．Change in Specified Subsidiary (Details reported pursuant to Article 19, Paragraph 2, Item 3 of the Cabinet Office Ordinance on Disclosure of Corporate Affairs)

(1)Name, address, name of representative, amount of capital, and description of business of the specified subsidiary pertaining to such change

As described in "1. Decision to Acquire a Subsidiary (Details reported pursuant to Article 19, Paragraph 2, Item 8-2 of the Cabinet Office Ordinance on Disclosure of Corporate Affairs), (1) Trade name, location of head office, name of representative, amount of capital, amount of net assets, amount of total assets, and description of business of the subsidiary to be acquired" above.

(2)Number of voting rights of the specified subsidiary held by the Company and ratio to the total number of voting rights of all shareholders of the specified subsidiary, before and after such change

	Number of Voting Rights Held	Ratio to Total Number of Voting Rights of All Shareholders
Before Change	0	0%
After Change	1,123,200	70.2%

(3)Reason for and date of such change

1Reason for Change

The Company's acquisition of shares of T&D Financial Life will make T&D Financial Life a consolidated subsidiary, and the amount of capital of such consolidated subsidiary corresponds to 10% or more of the amount of capital of the Company as of the end of its most recent fiscal year, thereby causing T&D Financial Life to qualify as a specified subsidiary of the Company.

2Date of Change

October 1, 2027 (Scheduled)

(Note) The Share Acquisition is subject to the obtainment of required approvals and permits from the relevant authorities, the implementation of an IFRS transition plan at T&D Financial Life, and the satisfaction of other conditions precedent set forth in the Share Purchase Agreement between the Company and T&D Holdings in connection with the Share Acquisition. The date of change is subject to change depending on the status of satisfaction of these conditions.

End

―3―

FAQ

What transaction did PayPay (PAYP) announce regarding T&D Financial Life?

PayPay agreed to acquire 70.2% of T&D Financial Life Insurance Company from T&D Holdings, making it a subsidiary. The deal expands PayPay’s financial services into life insurance alongside its existing payments, credit card, banking, and securities offerings.

How much is PayPay paying to acquire T&D Financial Life shares?

PayPay will pay cash consideration of JPY 131,985 million for common shares of T&D Financial Life. It also expects acquisition-related expenses of JPY 2,352 million, bringing the total estimated investment to JPY 134,338 million for the planned share acquisition.

When is PayPay’s acquisition of T&D Financial Life expected to close?

The share acquisition is scheduled to be completed on October 1, 2027. This timing depends on obtaining required regulatory approvals, implementing an IFRS transition plan at T&D Financial Life, and satisfying other conditions in the share purchase agreement.

What are the recent financial results of T&D Financial Life Insurance Company?

For the fiscal year ended March 31, 2026, T&D Financial Life reported ordinary revenue of JPY 912,827 million and net income of JPY 8,221 million. Ordinary profit was JPY 12,328 million, and core profit reached JPY 7,016 million over the same period.

How will the acquisition affect PayPay’s ownership and subsidiary status?

After the transaction, PayPay will hold 1,123,200 voting rights, representing 70.2% of T&D Financial Life’s total voting rights. Because the acquired company’s capital exceeds 10% of PayPay’s capital, it will qualify as a specified consolidated subsidiary.

What strategic goal does PayPay pursue by acquiring T&D Financial Life?

PayPay aims to add life insurance to its ecosystem to offer comprehensive financial services to over 74 million registered users. It plans to combine T&D Financial Life’s agency-based business with PayPay’s digital platform, UI/UX, marketing, and embedded insurance capabilities.

Will T&D Holdings retain any stake in T&D Financial Life after PayPay’s acquisition?

T&D Holdings will retain 14.9% of T&D Financial Life, or 238,400 shares, after closing. A shareholders’ agreement will provide PayPay with a call option from closing and give T&D Holdings a put option exercisable three years after consummation of the share acquisition.

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EX-99.1 99.8 KB
• EX-99.2 EX-99.2 64.3 KB