6-K
PayPay Corp (PAYP)
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
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 |
EX-99.1
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.
- 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.
- 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 | 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 | 73,561 million | JPY 79,781 million | JPY 85,312 million | |||
| Total Assets | 1,869,028 million | JPY 1,861,932 million | JPY 1,960,191 million | |||
| Net Assets per Share | 45,976.05 | JPY 49,863.65 | JPY 53,320.32 | |||
| Ordinary Revenue | 1,028,260 million | JPY 959,073 million | JPY 912,827 million | |||
| Core Profit | (1,487) million | JPY 1,138 million | JPY 7,016 million | |||
| Ordinary Profit | 7,305 million | JPY 7,783 million | JPY 12,328 million | |||
| Net Income | 4,812 million | JPY 5,585 million | JPY 8,221 million | |||
| Net Income per Share | 3,007.52 | JPY 3,490.77 | JPY 5,138.69 | |||
| Dividends per Share | ― | ― | ― |
All values are in Japanese Yen.
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.
- 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 | 207,111 million (as of March 31, 2026) | |
| （6） | Date of Incorporation | April 1, 2004 | |
| （7） | Net Assets | 1,617,637 million (as of March 31, 2026) | |
| （8） | Total Assets | 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. |
All values are in Japanese Yen.
- 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. |
- 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<br><br>(Number of voting rights: 0)<br><br>(Voting rights ownership ratio: 0%) |
|---|---|---|
| （2） | Number of Shares to Be Acquired | 1,123,200 shares<br><br>(Number of voting rights: 1,123,200)<br><br>(Voting rights ownership ratio: 70.2%) |
| （3） | Acquisition Price | Ordinary shares of T&D Financial Life Insurance Company: JPY 131,985 million<br><br>Acquisition-related expenses (estimated amount): JPY 2,352 million<br><br>Total (estimated amount): JPY 134,338 million |
| （4） | Number of Shares Held After the Transfer | 1,123,200 shares<br><br>(Number of voting rights: 1,123,200)<br><br>(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.
- 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.
- 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.
EX-99.2
| 【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. |
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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)
- 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 |
- 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 |
- 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. |
- 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.
- 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 |
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(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)
- 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.
- 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% |
- Reason for and date of such change
- Reason 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.
- Date 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
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