{"url_path":"/sec/payp/10-k/2026/item-6","section_key":"item-6","section_title":"Item 6 Directors, Senior Management and Employees","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-06-30","source_url":"https://www.sec.gov/Archives/edgar/data/2080845/0001193125-26-289382-index.html","accession_number":"0001193125-26-289382","cik":"0002080845","ticker":"PAYP","issuer_name":"PayPay Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/2080845/0001193125-26-289382-index.html","primary_entity_key":"0002080845","primary_entity_name":"PayPay Corp"},"word_count":5215,"has_tables":true,"body_markdown":"Item 6. Directors, Senior Management and Employees\n\nA Directors and senior management\n\nThe following table sets forth certain information relating to our directors and executive officers as of the date of this Annual Report.\n\nName\n\n \n\nPosition\n\n \n\nDate of Birth\n\n \n\nDate of\nappointment as\ndirector or\nexecutive officer\n\n \n\nDate of joining\nour Company\n\nIchiro Nakayama\n\n \n\nPresident, Representative Director, CEO and Corporate Officer\n\n \n\nSeptember 21, 1969\n\n \n\nJune 2018\n\n \n\nJune 2018\n\nTakeshi Idezawa\n\n \n\nDirector (Part-time)\n\n \n\nJune 9, 1973\n\n \n\nJune 2023\n\n \n\nJune 2023\n\nYoshimitsu Goto\n\n \n\nDirector (Part-time)\n\n \n\nFebruary 15, 1963\n\n \n\nJune 2019\n\n \n\nJune 2019\n\nJunichi Miyakawa\n\n \n\nDirector (Part-time)\n\n \n\nDecember 1, 1965\n\n \n\nJune 2025\n\n \n\nJune 2025\n\nFumiya Takasu\n\n \n\nDirector (Part-time)\n\n \n\nNovember 18, 1972\n\n \n\nJune 2026\n\n \n\nJune 2026\n\nYasuyoshi Karasawa\n\n \n\nIndependent Outside Director (Part-time), Audit and Supervisory Committee Member\n\n \n\nOctober 27, 1950\n\n \n\nJune 2023\n\n \n\nJune 2023\n\nPaul Yonamine\n\n \n\nIndependent Outside Director (Part-time), Audit and Supervisory Committee Member\n\n \n\nAugust 20, 1957\n\n \n\nJune 2023\n\n \n\nJune 2023\n\nHiroko Kono\n\n \n\nIndependent Outside Director (Part-time), Audit and Supervisory Committee Member\n\n \n\nMay 8, 1965\n\n \n\nJune 2023\n\n \n\nJune 2023\n\nHiroto Kaneko\n\n \n\nIndependent Outside Director (Part-time), Audit and Supervisory Committee Member\n\n \n\nFebruary 26, 1957\n\n \n\nJune 2023\n\n \n\nJune 2023\n\nHajime Baba\n\n \n\nExecutive Vice President, Co-COO and Corporate Officer\n\n \n\nSeptember 7, 1965\n\n \n\nJune 2023\n\n \n\nJune 2018\n\nMasamichi Yasuda\n\n \n\nExecutive Vice President, Co-COO and Corporate Officer\n\n \n\nAugust 22, 1960\n\n \n\nJune 2023\n\n \n\nOctober 2021\n\nMasanori Sode\n\n \n\nManaging Corporate Officer, CAO and CHRO\n\n \n\nAugust 27, 1963\n\n \n\nJune 2023\n\n \n\nJune 2018\n\nWataru Kagechika\n\n \n\nManaging Corporate Officer and CFO\n\n \n\nJune 4, 1974\n\n \n\nJuly 2023\n\n \n\nJanuary 2022\n\n \n\n(1)\nYasuyoshi Karasawa, Paul Yonamine, Hiroko Kono, and Hiroto Kaneko satisfy the requirements for outside directors under the Companies Act.\n\n(2)\nThe terms of office of all current directors will expire at the close of the ordinary general meeting of shareholders relating to the fiscal year 2026.\n\nBiographical Information\n\nThe following is a summary of certain biographical information concerning our executive officers and directors.\n\nIchiro Nakayama joined our predecessor, Pay Corporation, in June 2018, and has since served as our President, Representative Director, Corporate Officer and Chief Executive Officer. He received his bachelor’s degree in economics from Meiji Gakuin University in 1994, and started his career at International Digital Communication Inc. (currently IDC Frontier Inc.) in April 1994. Mr. Nakayama served in various key positions, including Representative Director and President of IDC Frontier Inc. and Representative Director and Executive Vice President of Ikyu Corporation prior to joining us. He also served as Director of Z Financial Corporation (currently LY Corporation). He concurrently serves as Director of Fukuoka SoftBank HAWKS Corp., Representative Director of PayPay SC Corporation, and Director of SoftBank Corp.\n\nTakeshi Idezawa joined us as our Director in June 2023. He received his bachelor’s degree in political science and economics from Waseda University in 1996 and started his career at Asahi Mutual Life Insurance Company in April 1996. He served various key positions, including President and Representative Director of livedoor Co., Ltd. (currently NHN Techorus Corp.), President, Representative Director and CEO of LINE Corporation (currently A Holdings Corporation), Representative Director of LINE Book Distribution Corporation, Representative Director of LINE Digital Frontier Corporation and Representative Director and Co-CEO of Z Holdings Corporation (currently LY Corporation). He concurrently serves as President and Representative Director and CEO of LY Corporation, President and Representative Director of B Holdings Corporation, and Director of SoftBank Corp.\n\nYoshimitsu Goto joined us as our Director in June 2019. He received his bachelor’s degree in social sciences from Hitotsubashi University in 1987, and he started his career at The Yasuda Trust and Banking Co., Ltd. (currently Mizuho Trust & Banking Co., Ltd.) in April 1987, and joined SoftBank Corp. (currently SoftBank Group Corp.) in June 2000. Mr. Goto served in various key positions, including Director of Vodafone K.K. (currently SoftBank Corp.) and Director of SoftBank Payment Service Corp. (currently SB Payment Service Corp.). He concurrently serves as Representative Director, President, CEO & Acting Owner of Fukuoka SoftBank HAWKS Corp. and Board Director,\n\n98\n\n[Table of Contents](#toc_page)\n\n \n\nCorporate Officer, Senior Vice President, CFO & CISO of SoftBank Group Corp., in addition to serving as an officer or director at several other SoftBank Group companies.\n\nJunichi Miyakawa joined us as our Director in June 2025. He received his bachelor’s degree in Buddhist studies from Hanazono University in 1988, and started his career as the Representative Director and President of KK Momotaro Internet and has served in various key positions with our parent company, including Representative Director & President of DTH Marketing Corp. (currently SoftBank Corp.), and Representative Director & CTO, Technology Unit Head and Technology Strategy Unit Head of SoftBank Corp. prior to joining us. Mr. Miyakawa concurrently serves as the President, Managing Executive Officer and CEO of SoftBank Corp. and Representative Director & Chairman of B Holdings Corporation.\n\nFumiya Takasu joined us as our Director in June 2026. He received his bachelor’s degree in business administration from Chuo University in 1996, and started his career at OMRON Microcomputer Systems, Inc. (currently SoftBank Group Corp.) in April of the same year. He served in various key positions, including President and CEO of SB Mobile Service Corp. and President and CEO of SB Power Corp. Mr. Takasu currently serves as Senior Vice President of SoftBank Corp., Director of RBJ Corp., and Director of SB Power Corp.\n\nYasuyoshi Karasawa joined us as our Independent Outside Director and Audit and Supervisory Committee Member in June 2023. He received his bachelor’s degree in economics from Kyoto University in 1975, and he started his career at Sumitomo Marine and Fire Insurance Co., Ltd. (currently Mitsui Sumitomo Insurance Co., Ltd.) in April 1975. He served in various key positions in the company, eventually becoming their Representative Director, President & CEO in April 2010, and also served as the Representative Director and Executive Officer of MS&AD Insurance Group Holdings prior to joining us. Mr. Karasawa concurrently serves as Special Advisor of Mitsui Sumitomo Insurance Co., Ltd.\n\nPaul Yonamine joined us as our Independent Outside Director and Audit and Supervisory Committee Member in June 2023. He received his bachelor’s degree in science in business administration from the University of San Francisco in 1979, and started his career at Peat, Marwick, Mitchell & Co. (currently KPMG LLP) in June 1979. He served in various key positions, including Managing Partner of KPMG LLP Hawaii, Chairman and CEO of KPMG Global Solutions LLC (currently PwC Advisory LLC), Representative Director, President & CEO of Hitachi Consulting Co., Ltd., Representative Director, President and CEO of IBM Japan, Ltd., Director and Chairman of GCA Corporation, Chairman and CEO of Central Pacific Bank, and Representative Director & Chairman of Central Pacific Financial Corp. Mr. Yonamine concurrently serves as Outside Director of Sumitomo Mitsui Banking Corporation, Outside Director of Seven & i Holdings Co., Ltd. and Chairman Emeritus of Central Pacific Bank.\n\nHiroko Kono joined us as our Independent Outside Director and Audit and Supervisory Committee Member in June 2023. She received her bachelor’s degree in philosophy from Waseda University in 1989, started her career at Mitsubishi Corporation in April 1989 and joined Capital International Research, Inc. in July 1992 where she worked in its Tokyo Office, Los Angeles Headquarters and Washington, D.C. Office. Ms. Kono also served as Executive Director and Head of Operations of International School of Asia, Karuizawa and Head of Operations of UWC ISAK Japan. She concurrently serves as Senior Executive Coach of COACH A Co., Ltd., Outside Director of Life Corporation, and Outside Director and Audit and Supervisory Committee Member of Satudora Holdings Co., Ltd.\n\nHiroto Kaneko joined us as our Independent Outside Director and Audit and Supervisory Committee Member in June 2023. He received his bachelor’s degree in economics from Waseda University in 1980, and started his career at Arthur Andersen & Co in Japan (currently KPMG AZSA LLC) in April 1980 as Japanese Certified Public Accountant. Mr. Kaneko served as audit partner of many Japanese global public companies and played various key roles, including the Board Member of KPMG AZSA LLC. He is now running his own CPA office and concurrently serves as Audit and Supervisory Committee Member of H.I.S. Co., Ltd. and Outside Corporate Auditor of Oriental Yeast Co., Ltd., respectively.\n\nHajime Baba joined our predecessor, Pay Corporation, in June 2018 and currently serves as our Vice President, Corporate Officer and Co-Chief Operating Officer. Mr. Baba started his career at Nihon SoftBank (currently SoftBank Group Corp.) in April 1988, and has since served various key positions within the organization, including President and Representative Director of SB Power Corp. and Corporate Officer and Advisor of SoftBank Corp.\n\nMasamichi Yasuda joined us in October 2021 and currently serves as our Vice President, Corporate Officer and Co-Chief Operating Officer. He started his career at The Bank of Tokyo, Ltd. (currently MUFG Bank, Ltd.) in April 1983, and has served various key positions, including US Treasurer and Deputy CFO at Union Bank, Director, CRO and Chief Executive of Global Markets at Mitsubishi UFJ Financial Group, and Deputy President of Mitsubishi UFJ Morgan Stanley Securities., prior to joining us. Mr. Yasuda concurrently serves as Director of PayPay Securities Corporation, Director of Credit Engine, Inc. and Director of PayPay Bank Corporation.\n\n99\n\n[Table of Contents](#toc_page)\n\n \n\nMasanori Sode joined our predecessor, Pay Corporation in June 2018 and currently serves as our Managing Corporate Officer, Chief Administrative Officer and Chief Human Resource Officer. He started his career at The Nippon Credit Bank, Ltd. (currently Aozora Bank, Ltd.) in April 1986, and served in various key positions, including Representative Director of Netrust, Ltd. (currently LY Corporation) and Executive Vice President and Representative Director of The Japan Net Bank, Limited (currently PayPay Bank Corporation). Mr. Sode concurrently serves as Director of PayPay Card Corporation and PayPay India Private Limited, as well as Person Responsible for Execution of Duties for Kioicho First LLC, Kioicho Second LLC and Kioicho Third LLC.\n\nWataru Kagechika joined us in January 2022 and currently serves as our Managing Corporate Officer and Chief Financial Officer. He started his career at Industrial Bank of Japan (currently Mizuho Bank, Ltd.) in April 1998. Before joining PayPay, he served as Deputy General Manager of the Financial Planning Dept. and Strategic Planning Dept. of Mizuho Financial Group, Inc. He was seconded as a General Manager of Corporate Planning Dept. and IR Office at SoftBank Corp., after Director at Americas Department of Mizuho Bank, Ltd. and Senior IR officer at Mizuho Financial Group, Inc. Mr. Kagechika concurrently serves as Director of PayPay India Private Limited.\n\nB Compensation\n\nThe aggregate compensation, including bonuses, paid to our directors, members of the Audit and Supervisory Committee and executive officers as a group for the fiscal year ended March 31, 2026 was ¥1,008 million. Such compensation consisted of fixed remuneration and performance-based remuneration. Fixed remuneration is determined based on the position and responsibilities of each individual, while performance-based remuneration is linked to our financial performance and individual contributions.\n\nWe also grant stock-based compensation, including stock options, to certain of our directors and executive officers in order to align their interests with those of our shareholders and to incentivize long-term value creation. The details of these stock option plans are described under “Stock Options” below.\n\nFor the fiscal year ended March 31, 2026, we did not pay any other material cash compensation or benefits in kind to our directors and executive officers. We have not set aside or accrued any amounts to provide pension, retirement or similar benefits to our directors and executive officers.\n\nWe have adopted a Clawback Policy that complies with applicable SEC and Nasdaq rules. In the event that an accounting restatement is required, following review and deliberation by the Compensation Committee pursuant to such policy, we will seek recovery of any incentive-based compensation determined to have been erroneously awarded and take such other actions as may be required under the policy.\n\nStock Options\n\nOn November 15, 2025, we effected a stock split of one share into 200 shares. Unless otherwise indicated, all numbers of shares underlying stock options and the corresponding exercise prices presented below in this subsection have been retroactively adjusted to reflect the Stock Split.\n\nThe principal terms of our stock options are summarized below. The exercise price, number of shares underlying the options, grant date, exercise period, purchase price and applicable performance conditions are described in the tables below. Except as otherwise determined by our board of directors, the stock options are generally subject to continued service conditions and, for certain series, performance-based conditions, including market capitalization thresholds.\n\n2nd Series Stock Option–46th Series Stock Option (Trust-type Stock Options)\n\nIn August 2022, our shareholders approved a plan to grant stock options to our directors, corporate officers and employees through trust-type stock options. Under this plan, we issued stock options to purchase 11,636,000 common shares on August 29, 2022, which were initially held by a trustee. On December 5, 2022, we granted a portion of those stock options to certain of our directors, corporate officers and employees, whereby the trustee transferred stock options to purchase 4,589,200 common shares to our directors, corporate officers and employees pursuant to a resolution of our board of directors. As of April 30, 2025, the remaining trust-type stock options to purchase 7,046,800 common shares were forfeited and extinguished, and by May 30, 2025, the trust-type stock options to purchase 580,000 common shares that were registered were forfeited and extinguished due to retirement.\n\nFor the issuance of the stock options under this plan, funds were entrusted to the trustee by Z Holdings Corporation (currently LY Corporation) and SoftBank Corp., each in equal amounts, based on which the trustee paid the purchase price of the stock options to us. We account for share-based compensation in accordance with IFRS 2, “Share-based Payment.” The fair value of stock options is measured at the grant date and recognized over the applicable vesting period. See Notes 28 and 35 to our audited consolidated financial statements included elsewhere in this Annual Report.\n\n100\n\n[Table of Contents](#toc_page)\n\n \n\nTransfer of the stock options required an approval by our board of directors. A stock option holder generally could not exercise stock options if they were no longer a director, corporate officer or employee of us, except under limited circumstances or as otherwise determined by our board of directors. In addition, a stock option holder generally could not exercise stock options unless our common shares or depository receipts or other securities representing our common shares were listed on any financial instrument exchanges. Moreover, certain of our stock options could not be exercised unless the amount of our market capitalization exceeded a certain threshold, which constituted a performance-based vesting condition. Unvested or unexercisable stock options were generally forfeited upon termination of service. The amount of our market capitalization was the product of (a) the number of our outstanding common shares excluding treasury shares we may hold and (b) a price per share that was calculated based on a market price of our common shares or depository receipts or other securities representing our common shares listed on a financial instrument exchange. On June 11, 2026, the knockout condition applicable to the trust-type stock option plan was triggered. As a result, all remaining outstanding stock options under the 2nd through 46th Series Stock Option plan were automatically extinguished pursuant to the terms of the applicable award agreements. As of June 15, 2026, no stock options remained outstanding under this plan.\n\n \n\nThe following table summarizes the stock options we have issued under the trust-type stock option plan.\n\nRestricted Stock Units\n\nIn October 2025 and November 2025, our Board of Directors and extraordinary general meeting of shareholders, respectively, approved resolutions to introduce a framework for stock-based compensation in the form of restricted stock units (“RSUs”) for our directors, including separate frameworks for (i) director(s) other than members of the Audit and Supervisory Committee and (ii) members of the Audit and Supervisory Committee.\n\nFor director(s) other than members of the Audit and Supervisory Committee, the resolutions approved an annual maximum remuneration limit for RSU-based compensation of up to ¥1.0 billion in value and up to 500,000 shares per fiscal year in the aggregate. For members of the Audit and Supervisory Committee, the resolutions approved an annual maximum remuneration limit for RSU-based compensation of up to ¥500 million in value and up to 250,000 shares per fiscal year in the aggregate.\n\nThese resolutions were adopted solely to establish the upper limits and general framework for RSU-based compensation as required under the Companies Act of Japan. At this time, the substantive design and operational details of any RSU program, including grant timing, vesting conditions, performance criteria (if any), individual allocation amounts and other terms, have not been determined. Any such details will be resolved separately by our Board of Directors or through discussions among the Audit and Supervisory Committee members, as applicable. There can be no assurance that RSUs will be granted up to the approved limits, or at all.\n\n47th Series Stock Option (Tax qualified-type Stock Options)\n\nIn April 2025, our shareholders approved a plan to grant stock options to our directors, corporate officers and employees through tax qualified-type stock options. Under this plan, on May 31, 2025, we granted stock options to purchase 7,625,400 common shares. By June 15, 2026, stock options to purchase 309,800 common shares had been forfeited and extinguished due to employee departures.\n\n48th Series Stock Option (Tax qualified-type Stock Options)\n\nIn April 2025, our shareholders approved a plan to grant stock options to our directors and corporate officers through tax qualified-type stock options. Under this plan, on May 31, 2025 we granted stock options to purchase 535,000 common shares.\n\n49th Series Stock Option (One-yen-exercisable at retirement-type Stock Options)\n\nIn April 2025, our shareholders approved a plan to grant stock options to our directors, corporate officers through one-yen-exercisable at retirement-type stock options. Under this plan, on May 31, 2025, we granted stock options to purchase 569,000 common shares.\n\n101\n\n[Table of Contents](#toc_page)\n\n \n\nThe following table summarizes stock options granted under our stock option plans.\n\nSeries\n\n \n\nType\n\n \n\nNumber of\ncommon\nshares\nunderlying\nstock options\n\n \n\nExercise\nprice\n(per share)\n\n \n\nBeginning of\nexercise period\n\n \n\nExpiration date\n\n \n\nMinimum of market\ncapitalization to\nexercise stock\noptions\n\n \n\nPurchase price\n\n2nd\n\n \n\nTrust-type\n\n \n\n—\n\n \n\n \n\n¥\n\n1,300\n\n \n\n \n\nApril 1, 2024\n\n \n\nMarch 31, 2033\n\n \n\n \n\n—\n\n \n\n \n\n¥\n\n106,133,700\n\n \n\n3rd\n\n \n\nTrust-type\n\n \n\n—\n\n \n\n \n\n¥\n\n1,300\n\n \n\n \n\nApril 1, 2025\n\n \n\nMarch 31, 2033\n\n \n\n \n\n—\n\n \n\n \n\n¥\n\n95,638,350\n\n \n\n4th\n\n \n\nTrust-type\n\n \n\n—\n\n \n\n \n\n¥\n\n1,300\n\n \n\n \n\nApril 1, 2026\n\n \n\nMarch 31, 2033\n\n \n\n \n\n—\n\n \n\n \n\n¥\n\n91,044,000\n\n \n\n5th\n\n \n\nTrust-type\n\n \n\n—\n\n \n\n \n\n¥\n\n1,300\n\n \n\n \n\nApril 1, 2027\n\n \n\nMarch 31, 2033\n\n \n\n \n\n—\n\n \n\n \n\n¥\n\n88,009,200\n\n \n\n6th\n\n \n\nTrust-type\n\n \n\n—\n\n \n\n \n\n¥\n\n1,300\n\n \n\n \n\nApril 1, 2028\n\n \n\nMarch 31, 2033\n\n \n\n \n\n—\n\n \n\n \n\n¥\n\n84,892,080\n\n \n\n7th\n\n \n\nTrust-type\n\n \n\n—\n\n \n\n \n\n¥\n\n1,300\n\n \n\n \n\nApril 1, 2024\n\n \n\nMarch 31, 2033\n\n \n\n¥\n\n3 trillion\n\n \n\n \n\n¥\n\n50,211,200\n\n \n\n8th\n\n \n\nTrust-type\n\n \n\n—\n\n \n\n \n\n¥\n\n1,300\n\n \n\n \n\nApril 1, 2025\n\n \n\nMarch 31, 2033\n\n \n\n¥\n\n3 trillion\n\n \n\n \n\n¥\n\n43,537,530\n\n \n\n9th\n\n \n\nTrust-type\n\n \n\n—\n\n \n\n \n\n¥\n\n1,300\n\n \n\n \n\nApril 1, 2026\n\n \n\nMarch 31, 2033\n\n \n\n¥\n\n3 trillion\n\n \n\n \n\n¥\n\n41,647,110\n\n \n\n10th\n\n \n\nTrust-type\n\n \n\n—\n\n \n\n \n\n¥\n\n1,300\n\n \n\n \n\nApril 1, 2027\n\n \n\nMarch 31, 2033\n\n \n\n¥\n\n3 trillion\n\n \n\n \n\n¥\n\n40,277,520\n\n \n\n11th\n\n \n\nTrust-type\n\n \n\n—\n\n \n\n \n\n¥\n\n1,300\n\n \n\n \n\nApril 1, 2028\n\n \n\nMarch 31, 2033\n\n \n\n¥\n\n3 trillion\n\n \n\n \n\n¥\n\n39,120,120\n\n \n\n12th\n\n \n\nTrust-type\n\n \n\n—\n\n \n\n \n\n¥\n\n1,300\n\n \n\n \n\nApril 1, 2024\n\n \n\nMarch 31, 2033\n\n \n\n¥\n\n4 trillion\n\n \n\n \n\n¥\n\n39,633,600\n\n \n\n13th\n\n \n\nTrust-type\n\n \n\n—\n\n \n\n \n\n¥\n\n1,300\n\n \n\n \n\nApril 1, 2025\n\n \n\nMarch 31, 2033\n\n \n\n¥\n\n4 trillion\n\n \n\n \n\n¥\n\n35,598,560\n\n \n\n14th\n\n \n\nTrust-type\n\n \n\n—\n\n \n\n \n\n¥\n\n1,300\n\n \n\n \n\nApril 1, 2026\n\n \n\nMarch 31, 2033\n\n \n\n¥\n\n4 trillion\n\n \n\n \n\n¥\n\n34,499,940\n\n \n\n15th\n\n \n\nTrust-type\n\n \n\n—\n\n \n\n \n\n¥\n\n1,300\n\n \n\n \n\nApril 1, 2027\n\n \n\nMarch 31, 2033\n\n \n\n¥\n\n4 trillion\n\n \n\n \n\n¥\n\n32,027,340\n\n \n\n16th\n\n \n\nTrust-type\n\n \n\n—\n\n \n\n \n\n¥\n\n1,300\n\n \n\n \n\nApril 1, 2028\n\n \n\nMarch 31, 2033\n\n \n\n¥\n\n4 trillion\n\n \n\n \n\n¥\n\n31,179,240\n\n \n\n17th\n\n \n\nTrust-type\n\n \n\n—\n\n \n\n \n\n¥\n\n1,300\n\n \n\n \n\nApril 1, 2024\n\n \n\nMarch 31, 2033\n\n \n\n¥\n\n5 trillion\n\n \n\n \n\n¥\n\n25,746,660\n\n \n\n18th\n\n \n\nTrust-type\n\n \n\n—\n\n \n\n \n\n¥\n\n1,300\n\n \n\n \n\nApril 1, 2025\n\n \n\nMarch 31, 2033\n\n \n\n¥\n\n5 trillion\n\n \n\n \n\n¥\n\n25,634,880\n\n \n\n19th\n\n \n\nTrust-type\n\n \n\n—\n\n \n\n \n\n¥\n\n1,300\n\n \n\n \n\nApril 1, 2026\n\n \n\nMarch 31, 2033\n\n \n\n¥\n\n5 trillion\n\n \n\n \n\n¥\n\n19,778,720\n\n \n\n20th\n\n \n\nTrust-type\n\n \n\n—\n\n \n\n \n\n¥\n\n1,300\n\n \n\n \n\nApril 1, 2027\n\n \n\nMarch 31, 2033\n\n \n\n¥\n\n5 trillion\n\n \n\n \n\n¥\n\n10,997,180\n\n \n\n21st\n\n \n\nTrust-type\n\n \n\n—\n\n \n\n \n\n¥\n\n1,300\n\n \n\n \n\nApril 1, 2028\n\n \n\nMarch 31, 2033\n\n \n\n¥\n\n5 trillion\n\n \n\n \n\n¥\n\n10,812,900\n\n \n\n22nd\n\n \n\nTrust-type\n\n \n\n—\n\n \n\n \n\n¥\n\n1,300\n\n \n\n \n\nApril 1, 2024\n\n \n\nMarch 31, 2033\n\n \n\n¥\n\n6 trillion\n\n \n\n \n\n¥\n\n17,106,440\n\n \n\n23rd\n\n \n\nTrust-type\n\n \n\n—\n\n \n\n \n\n¥\n\n1,300\n\n \n\n \n\nApril 1, 2025\n\n \n\nMarch 31, 2033\n\n \n\n¥\n\n6 trillion\n\n \n\n \n\n¥\n\n17,054,180\n\n \n\n24th\n\n \n\nTrust-type\n\n \n\n—\n\n \n\n \n\n¥\n\n1,300\n\n \n\n \n\nApril 1, 2026\n\n \n\nMarch 31, 2033\n\n \n\n¥\n\n6 trillion\n\n \n\n \n\n¥\n\n15,781,480\n\n \n\n25th\n\n \n\nTrust-type\n\n \n\n—\n\n \n\n \n\n¥\n\n1,300\n\n \n\n \n\nApril 1, 2027\n\n \n\nMarch 31, 2033\n\n \n\n¥\n\n6 trillion\n\n \n\n \n\n¥\n\n15,717,000\n\n \n\n26th\n\n \n\nTrust-type\n\n \n\n—\n\n \n\n \n\n¥\n\n1,300\n\n \n\n \n\nApril 1, 2028\n\n \n\nMarch 31, 2033\n\n \n\n¥\n\n6 trillion\n\n \n\n \n\n¥\n\n12,094,320\n\n \n\n27th\n\n \n\nTrust-type\n\n \n\n—\n\n \n\n \n\n¥\n\n1,300\n\n \n\n \n\nApril 1, 2024\n\n \n\nMarch 31, 2033\n\n \n\n¥\n\n7 trillion\n\n \n\n \n\n¥\n\n6,759,800\n\n \n\n28th\n\n \n\nTrust-type\n\n \n\n—\n\n \n\n \n\n¥\n\n1,300\n\n \n\n \n\nApril 1, 2025\n\n \n\nMarch 31, 2033\n\n \n\n¥\n\n7 trillion\n\n \n\n \n\n¥\n\n6,745,200\n\n \n\n29th\n\n \n\nTrust-type\n\n \n\n—\n\n \n\n \n\n¥\n\n1,300\n\n \n\n \n\nApril 1, 2026\n\n \n\nMarch 31, 2033\n\n \n\n¥\n\n7 trillion\n\n \n\n \n\n¥\n\n6,748,850\n\n \n\n30th\n\n \n\nTrust-type\n\n \n\n—\n\n \n\n \n\n¥\n\n1,300\n\n \n\n \n\nApril 1, 2027\n\n \n\nMarch 31, 2033\n\n \n\n¥\n\n7 trillion\n\n \n\n \n\n¥\n\n6,737,900\n\n \n\n31st\n\n \n\nTrust-type\n\n \n\n—\n\n \n\n \n\n¥\n\n1,300\n\n \n\n \n\nApril 1, 2028\n\n \n\nMarch 31, 2033\n\n \n\n¥\n\n7 trillion\n\n \n\n \n\n¥\n\n6,719,650\n\n \n\n32nd\n\n \n\nTrust-type\n\n \n\n—\n\n \n\n \n\n¥\n\n1,300\n\n \n\n \n\nApril 1, 2024\n\n \n\nMarch 31, 2033\n\n \n\n¥\n\n8 trillion\n\n \n\n \n\n¥\n\n7,362,600\n\n \n\n33rd\n\n \n\nTrust-type\n\n \n\n—\n\n \n\n \n\n¥\n\n1,300\n\n \n\n \n\nApril 1, 2025\n\n \n\nMarch 31, 2033\n\n \n\n¥\n\n8 trillion\n\n \n\n \n\n¥\n\n7,337,400\n\n \n\n34th\n\n \n\nTrust-type\n\n \n\n—\n\n \n\n \n\n¥\n\n1,300\n\n \n\n \n\nApril 1, 2026\n\n \n\nMarch 31, 2033\n\n \n\n¥\n\n8 trillion\n\n \n\n \n\n¥\n\n7,358,400\n\n \n\n35th\n\n \n\nTrust-type\n\n \n\n—\n\n \n\n \n\n¥\n\n1,300\n\n \n\n \n\nApril 1, 2027\n\n \n\nMarch 31, 2033\n\n \n\n¥\n\n8 trillion\n\n \n\n \n\n¥\n\n7,008,000\n\n \n\n36th\n\n \n\nTrust-type\n\n \n\n—\n\n \n\n \n\n¥\n\n1,300\n\n \n\n \n\nApril 1, 2028\n\n \n\nMarch 31, 2033\n\n \n\n¥\n\n8 trillion\n\n \n\n \n\n¥\n\n7,016,000\n\n \n\n37th\n\n \n\nTrust-type\n\n \n\n—\n\n \n\n \n\n¥\n\n1,300\n\n \n\n \n\nApril 1, 2024\n\n \n\nMarch 31, 2033\n\n \n\n¥\n\n9 trillion\n\n \n\n \n\n¥\n\n8,693,230\n\n \n\n38th\n\n \n\nTrust-type\n\n \n\n—\n\n \n\n \n\n¥\n\n1,300\n\n \n\n \n\nApril 1, 2025\n\n \n\nMarch 31, 2033\n\n \n\n¥\n\n9 trillion\n\n \n\n \n\n¥\n\n8,655,920\n\n \n\n39th\n\n \n\nTrust-type\n\n \n\n—\n\n \n\n \n\n¥\n\n1,300\n\n \n\n \n\nApril 1, 2026\n\n \n\nMarch 31, 2033\n\n \n\n¥\n\n9 trillion\n\n \n\n \n\n¥\n\n8,438,220\n\n \n\n40th\n\n \n\nTrust-type\n\n \n\n—\n\n \n\n \n\n¥\n\n1,300\n\n \n\n \n\nApril 1, 2027\n\n \n\nMarch 31, 2033\n\n \n\n¥\n\n9 trillion\n\n \n\n \n\n¥\n\n8,474,480\n\n \n\n41st\n\n \n\nTrust-type\n\n \n\n—\n\n \n\n \n\n¥\n\n1,300\n\n \n\n \n\nApril 1, 2028\n\n \n\nMarch 31, 2033\n\n \n\n¥\n\n9 trillion\n\n \n\n \n\n¥\n\n8,484,840\n\n \n\n42nd\n\n \n\nTrust-type\n\n \n\n—\n\n \n\n \n\n¥\n\n1,300\n\n \n\n \n\nApril 1, 2024\n\n \n\nMarch 31, 2033\n\n \n\n¥\n\n10 trillion\n\n \n\n \n\n¥\n\n12,774,080\n\n \n\n43rd\n\n \n\nTrust-type\n\n \n\n—\n\n \n\n \n\n¥\n\n1,300\n\n \n\n \n\nApril 1, 2025\n\n \n\nMarch 31, 2033\n\n \n\n¥\n\n10 trillion\n\n \n\n \n\n¥\n\n12,749,000\n\n \n\n44th\n\n \n\nTrust-type\n\n \n\n—\n\n \n\n \n\n¥\n\n1,300\n\n \n\n \n\nApril 1, 2026\n\n \n\nMarch 31, 2033\n\n \n\n¥\n\n10 trillion\n\n \n\n \n\n¥\n\n12,782,440\n\n \n\n45th\n\n \n\nTrust-type\n\n \n\n—\n\n \n\n \n\n¥\n\n1,300\n\n \n\n \n\nApril 1, 2027\n\n \n\nMarch 31, 2033\n\n \n\n¥\n\n10 trillion\n\n \n\n \n\n¥\n\n12,916,200\n\n \n\n46th\n\n \n\nTrust-type\n\n \n\n—\n\n \n\n \n\n¥\n\n1,300\n\n \n\n \n\nApril 1, 2028\n\n \n\nMarch 31, 2033\n\n \n\n¥\n\n10 trillion\n\n \n\n \n\n¥\n\n12,916,200\n\n \n\n47th\n\n \n\nTax qualified\n\n \n\n7,315,600\n\n \n\n \n\n¥\n\n1,300\n\n \n\n \n\nApril 25, 2027\n\n \n\nApril 23, 2035\n\n \n\n¥\n\n—\n\n \n\n \n\n¥\n\nNil\n\n \n\n48th\n\n \n\nTax qualified\n\n \n\n535,000\n\n \n\n \n\n¥\n\n1,300\n\n \n\n \n\nApril 25, 2027\n\n \n\nApril 23, 2035\n\n \n\n¥\n\n—\n\n \n\n \n\n¥\n\nNil\n\n \n\n49th\n\n \n\nOne-yen exercisable\n\n \n\n569,000\n\n \n\n \n\n¥\n\n1\n\n \n\n \n\nJune 1, 2025\n\n \n\nMay 31, 2045\n\n \n\n¥\n\n—\n\n \n\n \n\n¥\n\nNil\n\n \n\n \n\n102\n\n[Table of Contents](#toc_page)\n\n \n\nThe following table summarizes the outstanding 48th and 49th Series Stock Options held by our directors and executive officers as of June 15, 2026.\n\nName\n\n \n\nTitle\n\n \n\nNumber of Common\nShares Underlying\nStock Options Granted\n\n \n\nGrant Date\n\nIchiro Nakayama\n\n \n\nPresident, Representative Director, CEO and Corporate Officer\n\n \n\n \n\n \n\n*\n\n \n\nMay 31, 2025\n\nHajime Baba\n\n \n\nExecutive Vice President, Co-COO and Corporate Officer\n\n \n\n \n\n \n\n*\n\n \n\nMay 31, 2025\n\nMasamichi Yasuda\n\n \n\nExecutive Vice President, Co-COO and Corporate Officer\n\n \n\n \n\n \n\n*\n\n \n\nMay 31, 2025\n\nMasanori Sode\n\n \n\nManaging Corporate Officer, CAO and CHRO\n\n \n\n \n\n \n\n*\n\n \n\nMay 31, 2025\n\nWataru Kagechika\n\n \n\nManaging Corporate Officer and CFO\n\n \n\n \n\n \n\n*\n\n \n\nMay 31, 2025\n\n* We have not disclosed the number of common shares underlying the stock options granted to each individual where such amount is less than 1% of our total outstanding shares and such information is not otherwise individually required to be disclosed under Japanese law or publicly disclosed by us. We believe that such individual information is not material to investors.\n\n \n\nDilution\n\nAs of June 15, 2026 the total number of common shares underlying outstanding stock options represented approximately 1.24% of our total outstanding common shares. If all outstanding stock options were exercised, such exercises would result in dilution to existing shareholders.\n\nC Board Practices\n\nSee “Item 6. Directors, Senior Management and Employees—A. Directors and Senior Management” for information about the terms of service of the members of our Board of Directors, including the period during which each director has served in that office and the expiration of their current term.\n\nBoard of Directors\n\nAll directors are elected by our shareholders at a general meeting of shareholders, with directors who are Audit and Supervisory Committee members being elected separately from other directors. Our articles of incorporation provide for a board of directors consisting of at most ten directors who are not Audit and Supervisory Committee members and at most five directors who are members of the Audit and Supervisory Committee. The term of office for directors who are not Audit and Supervisory Committee members expires at the close of the ordinary general meeting of shareholders held relating to the last fiscal year ending within one year after their election, and the term of office for directors who are members of the Audit and Supervisory Committee expires at the close of the ordinary general meeting of shareholders held relating to the last fiscal year ending within two years after their election. As of the date of this Annual Report, our board of directors is comprised of nine directors, including four Audit and Supervisory Committee members. Directors and Audit and Supervisory Committee members may serve any number of consecutive terms.\n\nAudit and Supervisory Committee\n\nWe have adopted the audit and supervisory committee system under the Companies Act. Regarding our directors who are Audit and Supervisory Committee members, all must be financially literate, and at least one must qualify as an “audit committee financial expert” under the Sarbanes-Oxley Act. (For disclosure regarding our financial expert, see “Item 16A. Audit committee financial expert”.) They may not serve concurrently as executive directors, managers, or any other type of employee for us or our subsidiaries. In addition, more than half of the committee members must be outside directors as defined under the Companies Act. The Audit and Supervisory Committee has a statutory duty to audit the performance of duties by directors and prepare an annual audit report. The committee's duties also include, among others, assuming direct responsibility for the appointment and oversight of the independent registered public accounting firm, consenting to such firm’s fees, and deciding the committee's opinion regarding the appointment, dismissal, and compensation of directors who are not committee members. As of the date of this Annual Report, the members of our Audit and Supervisory Committee are Yasuyoshi Karasawa, Paul Yonamine, Hiroko Kono, and Hiroto Kaneko, with Yasuyoshi Karasawa serving as the chairperson.\n\n \n\nNominating Committee and Compensation Committee\n\nWe voluntarily established a Nominating Committee and a Compensation Committee in July 2023 to enhance the independence, objectivity, and accountability of our board of directors. Each committee is comprised of at least\n\n103\n\n[Table of Contents](#toc_page)\n\n \n\nthree directors, at least two of whom are Audit and Supervisory Committee members that meet the definition of outside director under the Companies Act. The Nominating Committee must convene at least once a year to assess the competencies and diversity of directors, review the President’s succession plan, and review the qualifications of director candidates to be proposed for election at the general meeting of shareholders. The Compensation Committee is required to meet at least once a year to advise on the implementation of the Clawback Policy, the policy for determining individual compensation of directors (excluding Audit and Supervisory Committee members) and the content of that compensation. As of the date of this Annual Report, the members of our Nominating Committee are Paul Yonamine, Hiroko Kono, and Ichiro Nakayama. The members of our Compensation Committee are Yasuyoshi Karasawa, Hiroto Kaneko, and Ichiro Nakayama.\n\nService Contracts\n\nNone of our directors has a service contract with us or any of our subsidiaries providing for benefits upon termination of employment. Directors participate in our shareholder‑approved equity plans; any post‑termination vesting or exercise provisions are plan‑based and described in “Items 6. Directors, Senior Management and Employees—B. Compensation”.\n\n \n\nD Employees\n\nAs of March 31, 2026, we had 4,567 employees, compared to 4,062 and 3,829 employees as of March 31, 2025 and 2024, respectively. The number of employees presented above represents the number of full-time employees on a consolidated basis and excludes temporary employees, including contract employees, dispatched workers and part-time employees. The change in the number of employees over the periods presented was primarily attributable to the expansion of our product and engineering functions, as well as growth in our sales and merchant support operations in connection with the continued increase in the number of registered users and merchants on our platform.\n\nThe following tables set forth a breakdown of our employees by employee category, business segment and geographic region as of March 31, 2026.\n\nBy employee category:\n\n \n\n \n\nPayPay\nCorporation\n(non-\nconsolidated)\n\n \n\nPayPay Card\nCorporation\n\n \n\nPayPay Bank\nCorporation\n\n \n\nPayPay\nSecurities\nCorporation\n(non-\nconsolidated)\n\nTotal employees(1)\n\n \n\n2,159\n\n \n\n1,645\n\n \n\n1,137\n\n \n\n147\n\nFull-time, regular employees\n\n \n\n1,994\n\n \n\n1,357\n\n \n\n768\n\n \n\n134\n\nFixed-term contract employees\n\n \n\n54\n\n \n\n73\n\n \n\n37\n\n \n\n1\n\nTemporary agency employees\n\n \n\n111\n\n \n\n215\n\n \n\n332\n\n \n\n12\n\nTotal employees seconded from\n   SoftBank Group companies (1)\n\n \n\n60\n\n \n\n63\n\n \n\n232\n\n \n\n54\n\nSeconded from SoftBank Corp.\n\n \n\n9\n\n \n\n2\n\n \n\n1\n\n \n\n—\n\nSeconded from LY Corporation\n\n \n\n26\n\n \n\n11\n\n \n\n42\n\n \n\n—\n\n \n\n(1)\nThe number of total employees seconded from SoftBank Group companies is included in the number of total employees.\n\nBy business segment:\n\nPayment: 3,529\n\nFinancial Services: 1,038\n\nBy geographic region:\n\nJapan: 4,389\n\nIndia: 178 (primarily supporting technology development and operations)\n\n \n\nA significant portion of our employees are engaged in engineering and product development, as well as customer support and operational functions supporting our platform.\n\nWe are not subject to any collective bargaining agreements, and none of our employees are represented by labor unions. We have not experienced any material labor disputes, and we believe that our relationship with our employees is good.\n\nE Share ownership\n\nAs of the date of this Annual Report, our directors and executive officers as a group beneficially owned 97,035 common shares represented by American Depositary Shares, or ADSs, representing 0.01% of our outstanding\n\n104\n\n[Table of Contents](#toc_page)\n\n \n\ncommon shares.\n\nBeneficial ownership is determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended, and includes shares issuable upon the exercise of stock options. The percentage ownership is based on the number of common shares outstanding. Unless otherwise indicated, beneficial ownership is direct.\n\nHolders of ADSs are not entitled to exercise voting rights directly with respect to the underlying common shares, and none of the ADSs held by our directors and executive officers carries voting rights that are different from those of other ADS holders. Information regarding stock options held by our directors and executive officers is disclosed in “Item 6.B. Compensation—Stock Options.”\n\n \n\n \n\n \n\n \n\nNumber of Common Shares Beneficially Owned\n\n \n\nPercentage of Outstanding Common Shares Beneficially Owned\n\nDirectors and Executive Officers(1)\n\n \n\n \n\n \n\n \n\n \n\nIchiro Nakayama\n\n \n\n \n\n57,078\n\n \n\n*\n\nTakeshi Idezawa\n\n \n\n \n\n—\n\n \n\n—\n\nYoshimitsu Goto\n\n \n\n \n\n—\n\n \n\n—\n\nJunichi Miyakawa\n\n \n\n \n\n—\n\n \n\n—\n\nFumiya Takasu\n\n \n\n \n\n—\n\n \n\n—\n\nYasuyoshi Karasawa\n\n \n\n \n\n—\n\n \n\n—\n\nPaul Yonamine\n\n \n\n \n\n—\n\n \n\n—\n\nHiroko Kono\n\n \n\n \n\n—\n\n \n\n—\n\nHiroto Kaneko\n\n \n\n \n\n—\n\n \n\n—\n\nHajime Baba\n\n \n\n \n\n—\n\n \n\n—\n\nMasamichi Yasuda\n\n \n\n \n\n14,400\n\n \n\n*\n\nMasanori Sode\n\n \n\n \n\n15,278\n\n \n\n*\n\nWataru Kagechika\n\n \n\n \n\n10,278\n\n \n\n*\n\nAll Directors and Executive Officers as a Group\n\n \n\n \n\n97,035\n\n \n\n*\n\n* Represents beneficial ownership of less than 1% of our outstanding common shares.\nOwned shares and percentages are rounded to the nearest whole percentage or decimal place, as applicable.\n\n \n\nF Disclosure of a registrant’s action to recover erroneously awarded compensation\n\nNone.\n\nSee “Item 6. Directors, Senior Management and Employees—B. Compensation” for a description of our Clawback Policy."}