Sec Form 4 Filing - Sode Masanori @ PayPay Corp - 2026-05-12

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Sode Masanori
2. Issuer Name and Ticker or Trading Symbol
PayPay Corp [ PAYP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
See Remarks
(Last) (First) (Middle)
YOTSUYA TOWER 1-6-1 YOTSUYA, SHINJUKU-KU
3. Date of Earliest Transaction (MM/DD/YY)
05/12/2026
(Street)
TOKYO160-0004
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Shares ( 1 ) 05/12/2026 M 5,000 A $ 8.3 ( 2 ) 15,278.4 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to Buy) $ 8.3 ( 2 ) 05/12/2026 M 25 ( 3 ) 03/31/2033 Common Shares ( 1 ) 5,000 ( 4 ) $ 0 50 ( 3 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sode Masanori
YOTSUYA TOWER 1-6-1 YOTSUYA, SHINJUKU-KU
TOKYO160-0004
See Remarks
Signatures
/s/Yuh Sarah Steele, as Attorney-in -Fact 05/13/2026
Signature of Reporting Person Date
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 )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 JPY 156.6400= US$1.00, which was the foreign exchange rate on May 8, 2026, as reported by the U.S. Federal Reserve in its weekly release on May 11, 2026. The exercise price is the actual Japanese Yen amount regardless of the exchange rate on the date of exercise.
( 3 )50 options to vest in two equal annual installments on April 1, 2027, and April 1, 2028. The Form 3 filed on March 18, 2026, reflected the vesting terms relating to the number of shares underlying such options, with each option exercisable for 200 Common Shares.
( 4 )Reflects awards of stock options, with each option exercisable for 200 Common Shares.

Remarks:
Title: Managing Corporate Officer, CAO and CHRO. Due to the Issuer's status as a foreign private issuer pursuant to Rule 3a12-3(b) under the Securities Exchange Act of 1934 (the "Act"), the reporting person's transactions in the Issuer's equity securities are exempt from Sections 16(b) and 16(c) of the Act.

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 4(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).

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