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PayPay Corp (PAYP) director files Form 3 on stock option holdings

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

PayPay Corp director and officer Nakayama Ichiro filed an initial ownership report showing his existing holdings in company equity. The filing lists several grants of stock options over Common Shares at exercise prices of $8.1500 and $0.0060, plus a small direct holding of 78.4 Common Shares.

The derivative positions include option awards over 95,000, 220,000, 254,000 and another 220,000 underlying Common Shares with expirations running to 2033 and 2035. Footnotes explain that Common Shares are represented by ADSs on a one-for-one basis, that portions of these options vest over time or upon market capitalization thresholds, and that one tranche becomes exercisable only upon resignation or retirement. The report reflects holdings only and does not show new market purchases or sales.

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Insider Nakayama Ichiro
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) — 95,000 shares (Direct); Common Shares — 78.4 shares (Direct)
Footnotes (1)
  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. 38,000 of these options are fully vested with the remaining 57,000 options to vest in three equal annual installments beginning on April 1, 2026. Reflects awards of stock options, with each option exercisable for two hundred Common Shares. 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. These options vest in five equal annual installments beginning on April 26, 2027. 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. 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. 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.
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SEC Form 3
FORM 3UNITED 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*
Nakayama Ichiro
(Last)(First)(Middle)
YOTSUYA TOWER
1-6-1, YOTSUYA, SHINJUKU-KU
(Street)
TOKYOJAPAN160-0004
(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
See Remarks
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)78.4D
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)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Options (Right to Buy) (2)03/31/2033Common Shares(1)95,000(3)$8.15(4)D
Stock Options (Right to Buy) (5)04/23/2035Common Shares(1)220,000(3)$8.15(4)D
Stock Options (Right to Buy) (6) (6)Common Shares(1)254,000(3)$0.006(7)D
Stock Options (Right to Buy) (8)03/31/2033Common Shares(1)220,000(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. 38,000 of these options are fully vested with the remaining 57,000 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: President, Representative Director, CEO and Corporate Officer. Exhibit 24 - Power of Attorney.
/s/ Ayako Fujimoto, as Attorney-in-Fact03/18/2026
** Signature of Reporting PersonDate
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

FAQ

What does Nakayama Ichiro report in his PayPay (PAYP) Form 3 filing?

Nakayama Ichiro reports his existing equity holdings in PayPay Corp. The Form 3 lists several stock option grants over Common Shares plus 78.4 Common Shares held directly, providing a baseline view of his ownership as a director and officer.

How many PayPay (PAYP) shares are covered by Nakayama Ichiro’s stock options?

The filing lists option grants over multiple blocks of Common Shares. These include 95,000, 220,000, 254,000 and another 220,000 underlying Common Shares, each tied to specific exercise prices, vesting schedules and, in some cases, performance or service conditions.

What are the key exercise prices and expirations for PayPay (PAYP) options in this Form 3?

The options have exercise prices of $8.1500 and $0.0060 per Common Share. Some grants expire on March 31, 2033 and April 23, 2035, while others have no stated expiration in the excerpt, reflecting long-term incentive structures.

How do PayPay (PAYP) Common Shares and ADSs relate in Nakayama Ichiro’s holdings?

The Form 3 explains that PayPay Common Shares are represented by ADSs. Common Shares received upon option exercise convert into American Depositary Shares on a one-for-one basis, so each Common Share underlying his options corresponds to one ADS when exercised.

What vesting conditions apply to Nakayama Ichiro’s PayPay (PAYP) stock options?

Several grants vest over time or upon specific conditions. Footnotes describe tranches vesting in annual installments starting in 2026 and 2027, options tied to market capitalization thresholds through 2028, and one grant exercisable only upon resignation or retirement within ten days.

Does the PayPay (PAYP) Form 3 show any recent insider buying or selling?

The Form 3 records holdings, not recent market trades. All entries are coded as holdings with unknown transaction codes, indicating disclosure of existing stock and option positions rather than new open-market purchases or sales by Nakayama Ichiro.