PayPay Form 3 details executive option holdings

PayPay Corp executive Sode Masanori filed an initial Form 3 showing existing equity interests in the company.

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Form Type

Rhea-AI Filing Summary

PayPay Corp executive Sode Masanori filed an initial Form 3 showing existing equity interests in the company. The filing lists several grants of stock options over Common Shares, including tranches for 25,200, 60,000, 60,000 and 58,400 underlying shares, plus 78.4 Common Shares held directly. The options have exercise prices of US$8.1500 or US$0.0060 per Common Share, various vesting schedules through 2028, and expirations as far out as 2035. Any exercised Common Shares are to be represented by ADSs on a one-for-one basis.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Sode Masanori

Role See Remarks

Type	Security	Shares	Price	Value
holding	Stock Options (Right to Buy)	--	--	--
holding	Stock Options (Right to Buy)	--	--	--
holding	Stock Options (Right to Buy)	--	--	--
holding	Stock Options (Right to Buy)	--	--	--
holding	Common Shares	--	--	--

Holdings After Transaction: Stock Options (Right to Buy) — 203,600 contracts (Direct); Common Shares — 78.4 shares (Direct)

Footnotes (8)

F1. The Common Shares are represented by American Depositary Shares (ADS). The Common Shares received upon exercise of any Stock Options will be converted into ADSs on a one-for-one basis.
F2. 10,200 of these options are fully vested with the remaining 15,000 options to vest in three equal annual installments beginning on April 1, 2026.
F3. Reflects awards of stock options, with each option exercisable for two hundred Common Shares.
F4. The exercise price is denominated in Japanese Yen. For purposes of calculating the dollar denominated exercise price per Common Share, the exercise price of JPY 1,300 per Common Share has been converted to U.S. Dollars at the exchange rate of JPY159.5400= US$1.00, which was the foreign exchange rate on March 13, 2026, as reported by the U.S. Federal Reserve in its weekly release on March 16, 2026. The exercise price is the actual Japanese Yen amount regardless of the exchange rate on the date of exercise.
F5. These options vest in five equal annual installments beginning on April 26, 2027.
F6. These options become exercisable only upon the Reporting Person's resignation or retirement from the Issuer and must be exercised within ten (10) days thereafter.
F7. The exercise price is denominated in Japanese Yen. For purposes of calculating the dollar denominated exercise price per Common Share, the exercise price of JPY 1 per Common Share has been converted to U.S. Dollars at the exchange rate of JPY159.5400= US$1.00, which was the foreign exchange rate on March 13, 2026, as reported by the U.S. Federal Reserve in its weekly release on March 16, 2026. The exercise price is the actual Japanese Yen amount regardless of the exchange rate on the date of exercise.
F8. These options reflect tranches that become exercisable on or after various dates between March 12, 2026 and April 1, 2028 upon the Issuer's market capitalization exceeding certain thresholds.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does PayPay (PAYP) Form 3 disclose about Sode Masanori?

The Form 3 shows Sode Masanori’s existing holdings in PayPay, including multiple stock option awards over Common Shares and a small direct holding of 78.4 Common Shares, represented by American Depositary Shares on a one-for-one basis upon exercise.

What stock option positions does Sode Masanori hold in PayPay (PAYP)?

He holds several stock option grants labeled as rights to buy Common Shares, with underlying amounts including 25,200, 60,000, another 60,000, and 58,400 Common Shares. These options have different vesting schedules and expiration dates extending to 2033 and 2035.

What are the exercise prices of Sode Masanori’s PayPay (PAYP) options?

The filing lists option exercise prices of US$8.1500 and US$0.0060 per Common Share, translated from Japanese Yen. Footnotes explain the Yen prices and the foreign exchange rate used for disclosure, while emphasizing the actual obligation remains denominated in Yen.

How and when do Sode Masanori’s PayPay (PAYP) options vest?

Footnotes state that 10,200 options are fully vested, with 15,000 vesting in three equal installments starting April 1, 2026. Other awards vest in five equal annual installments beginning April 26, 2027, and some tranches depend on PayPay’s market capitalization exceeding specified thresholds.

Are any PayPay (PAYP) options exercisable only upon resignation or retirement?

Yes. One group of options becomes exercisable only upon Sode Masanori’s resignation or retirement from PayPay and must be exercised within ten days thereafter, according to the footnotes. This links exercisability to his departure from the company rather than a standard time-based vesting schedule.

How are PayPay (PAYP) Common Shares delivered when these options are exercised?

The Form 3 notes that PayPay Common Shares underlying the options are represented by American Depositary Shares. When options are exercised, the resulting Common Shares will be converted into ADSs on a one-for-one basis, simplifying trading for investors using ADSs.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 03/18/2026 - 04:00 PM

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Sode Masanori

(Last)

(First)

(Middle)

YOTSUYA TOWER

1-6-1, YOTSUYA, SHINJUKU-KU

(Street)

TOKYO

JAPAN

160-0004

(City)

(State)

(Zip)

JAPAN

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026

3. Issuer Name and Ticker or Trading Symbol
PayPay Corp [ PAYP ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares⁽¹⁾	78.4	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Options (Right to Buy)	⁽²⁾	03/31/2033	Common Shares⁽¹⁾	25,200⁽³⁾	$8.15⁽⁴⁾	D
Stock Options (Right to Buy)	⁽⁵⁾	04/23/2035	Common Shares⁽¹⁾	60,000⁽³⁾	$8.15⁽⁴⁾	D
Stock Options (Right to Buy)	⁽⁶⁾	⁽⁶⁾	Common Shares⁽¹⁾	60,000⁽³⁾	$0.006⁽⁷⁾	D
Stock Options (Right to Buy)	⁽⁸⁾	03/31/2033	Common Shares⁽¹⁾	58,400⁽³⁾	$8.15⁽⁴⁾	D

Explanation of Responses:

1. The Common Shares are represented by American Depositary Shares (ADS). The Common Shares received upon exercise of any Stock Options will be converted into ADSs on a one-for-one basis.

2. 10,200 of these options are fully vested with the remaining 15,000 options to vest in three equal annual installments beginning on April 1, 2026.

3. Reflects awards of stock options, with each option exercisable for two hundred Common Shares.

4. The exercise price is denominated in Japanese Yen. For purposes of calculating the dollar denominated exercise price per Common Share, the exercise price of JPY 1,300 per Common Share has been converted to U.S. Dollars at the exchange rate of JPY159.5400= US$1.00, which was the foreign exchange rate on March 13, 2026, as reported by the U.S. Federal Reserve in its weekly release on March 16, 2026. The exercise price is the actual Japanese Yen amount regardless of the exchange rate on the date of exercise.

5. These options vest in five equal annual installments beginning on April 26, 2027.

6. These options become exercisable only upon the Reporting Person's resignation or retirement from the Issuer and must be exercised within ten (10) days thereafter.

7. The exercise price is denominated in Japanese Yen. For purposes of calculating the dollar denominated exercise price per Common Share, the exercise price of JPY 1 per Common Share has been converted to U.S. Dollars at the exchange rate of JPY159.5400= US$1.00, which was the foreign exchange rate on March 13, 2026, as reported by the U.S. Federal Reserve in its weekly release on March 16, 2026. The exercise price is the actual Japanese Yen amount regardless of the exchange rate on the date of exercise.

8. These options reflect tranches that become exercisable on or after various dates between March 12, 2026 and April 1, 2028 upon the Issuer's market capitalization exceeding certain thresholds.

Remarks:

Title: Managing Corporate Officer, CAO and CHRO. Exhibit 24 - Power of Attorney.

	/s/ Ayako Fujimoto, as Attorney-in-Fact	03/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

Source: View Original Filing on SEC EDGAR