Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration No. 333-293410
March 3, 2026

PayPay Corporation

The issuer has filed a registration statement (including a preliminary prospectus) with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the preliminary prospectus in that registration statement and any other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may obtain these documents for free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the preliminary prospectus if you request it by contacting: Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, by telephone at 866-471-2526 or by email at prospectus-ny@ny.email.gs.com; J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717 or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com; Mizuho Securities USA LLC, Attention: U.S. ECM Desk, 1271 Avenue of the Americas, New York, NY 10020, by telephone at 212-205-7602 or by email at US-ECM@mizuhogroup.com or Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, Second Floor, New York, NY  10014, by telephone at 866-718-1649 or by email at prospectus@morganstanley.com. You may also access the issuer’s registration statement through the following link: https://www.sec.gov/Archives/edgar/data/2080845/000119312526085389/d941409df1a.htm.

This document is an English translation of the Japanese-language prospectus of PayPay Corporation filed in Japan on February 13, 2026 in connection with a public offering in Japan of American Depositary Shares representing PayPay Corporation’s common stock.

 

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Prospectus for the Sale of American Depositary Shares

March 2026

 

PayPay Corporation

 

 

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1		The offering of American Depositary Shares (ADS) through a book-building process under this prospectus (offering amount to be determined) is subject to the Securities Registration Statement filed with the Kanto Local Finance Bureau on February 13, 2026, and the amended Securities Registration Statement filed on March 3, 2026, pursuant to Article 5 of the Financial Instruments and Exchange Act. However, these filings have not yet become effective.   Therefore, the offering price and other terms of the offering will be amended in the future.   Other contents of the prospectus may also be amended.
2		This prospectus is identical to the contents of the securities registration statement described above, excluding “Part IV Special Information”.

Subsequently, on the pricing date, the offering price for this offering (i.e., the domestic offering price) and items that will be or may be amended in conjunction with the determination of such price (i.e., the total offering amount, the underwriting price per ADS, descriptions regarding the bookbuilding process and the content of the offering agency agreement, as well as the number of ADSs offered in this offering, the number of ordinary shares represented by the ADSs offered in the domestic offering, the number of ADSs offered in the offering, the number of ADSs offered in the overseas offering, the number of ordinary shares represented by the ADSs offered in the overseas offering, the number of ADSs to be sold additionally in the overseas offering, and the maximum number of ADSs to be issued under the greenshoe option, the offering price in the offering, hereinafter collectively referred to as the “Offering Price”), the Company will, in lieu of delivering a prospectus amendment, publish the following information on the Company’s website (https://about.paypay.ne.jp/pr/), the website of Mizuho Securities Co., Ltd. (https://www.mizuho-sc.com/information/index.html), and the website of PayPay Securities Co., Ltd. (https://www.paypay-sec.co.jp/notice_list.html) (collectively, the “Websites”) and shall directly notify the counterparty of the offering price by telephone or other means (including email) (hereinafter referred to as “Direct Notification”) when acquiring or selling the ADS through the offering. However, if an amended securities registration statement filed after the Pricing Date contains corrections to items other than the Offering Price, an amended prospectus will be delivered. In such cases, publication on this website and Direct Notification may not occur.

 

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[Cover page]
[Document to be submitted]		Securities registration statement
[Authority to which this document is to be submitted]		Director-General of Kanto Local Finance Bureau
[Submission date]		February 13, 2026
[Company name]		PayPay Corporation
[Company name in English]		PayPay Corporation
[Title and name of representative person]		President, Representative Director, CEO and Corporate Officer Ichiro Nakayama
[Location of head office]		1-3 Kioicho, Chiyoda-ku, Tokyo
[Telephone number]		03-6885-8181 (main)
[Name of contact person]		Managing Corporate Officer and Chief Financial Officer Wataru Kagechika
[Nearest contact address]		YOTSUYA TOWER, 1-6-1 Yotsuya, Shinjuku-ku, Tokyo
[Telephone number]		03-6885-8181 (main)
[Name of contact person]		Managing Corporate Officer and Chief Financial Officer Wataru Kagechika
[Type of securities for public offering (secondary distribution) to which the notification relates]		American Depositary Shares
[Amount for public offering (secondary distribution) to which the notification relates]		Sale Amount Sale through the Book-Building Method To be determined (Note) The sale amount is to be determined.
[Matters related to Stabilizing transactions]		Not applicable.
[Place for public inspection]		Not applicable.

Sale of Share Certificates Prior to Listing Approval

The Company has applied for the initial listing of the Company’s American Depositary Shares on the U.S. Nasdaq Global Select Market (hereinafter referred to as “Nasdaq”); however, as of the time of filing the Securities Registration Statement, the approval for the initial listing on Nasdaq (hereinafter referred to as “Listing Approval”) has not been obtained.

In this Registration Statement, “U.S. dollars” means the currency of the United States and “yen” means the currency of Japan. For convenience, U.S. dollars have been converted into yen at the mid-rate (telegraphic transfer selling and buying rate for customer transactions) quoted by Mizuho Bank, Ltd. as of February 10, 2026 (US$1 = ¥156,17). Unless otherwise stated, all U.S. dollar amounts in this Registration Statement translated into yen are based on this rate.

 

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Part I. [Information on securities]

Section 1. [Terms and conditions of public offering]

Not applicable.

 

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Section 2. [Terms and conditions of secondary distribution]

1. [Securities for secondary distribution]

(1) [Shares for secondary distribution]

At the Offering Price to be determined on the Pricing Date (scheduled to be a date between March 2026 and August 2026; hereinafter the same), Mizuho Securities Co., Ltd. (the Application Acceptance Financial Instruments Business Operator) described in “2 Conditions of Sale” below will accept applications for the sale at the Offering Price, upon being entrusted with the sale by Mizuho Securities USA LLC (the Underwriters), which will purchase and underwrite in connection with this offering (as defined in Note 1 below), from the selling shareholders described below (meaning the owners of the shares to be sold; hereinafter the same). In addition, PayPay Securities Corporation (the Sales Entrustee Financial Instruments Business Operator) described in “2 Conditions of Sale” below will accept applications for the sale at the Offering Price, upon being entrusted with the sale by the Application Acceptance Financial Instruments Business Operator, in the same manner. Please note that Mizuho Securities Co., Ltd. and PayPay Securities Corporation, which solicit and sell in Japan, will only handle the Domestic Offering and do not constitute underwriters. The Underwriters plan to pay the aggregate underwriting price to the selling shareholders on the two business days following the Pricing Date in U.S. time, and the difference between the aggregate Offering Price in this offering through the firm commitment underwriting by the Underwriters and the aggregate underwriting price will be the Underwriters’ proceeds. The selling shareholders will not pay any underwriting commissions to the Underwriters.

 

Classes		Number of shares for secondary distribution (units)				Total distribution value (in U.S. dollars)		Address and name of holder of shares for secondary distribution
PayPay Corporation American Depositary Shares (hereinafter referred to as “ADSs”) (Note 1)		Sale by bidding under auction method		—		—		—
		Sale without bidding under auction method		—		—		—
		Book-Building		To be determined (Note 3)		To be determined (Note 4)		SVF II Piranha (DE) LLC
Total (Total securities sold)				To be determined		To be determined		—

 

(Note 1)

The Board of Directors, by resolution dated February 12, 2026, resolved the listing on the U.S. Nasdaq Global Select Market (hereinafter referred to as “Nasdaq”) and the offering and sale of ADSs in connection therewith (hereinafter referred to as “this offering”, and described in “Special Matters Relating to the Offering or Sale 1 this offering” below). The sale in Japan of ADSs contemplated by this Securities Registration Statement (hereinafter referred to as the “Domestic Offering”) constitutes a part of this offering. In addition, in connection with the Domestic Offering, underwriting by an “Underwriting Member” as defined in Article 2, paragraph 1, item 8 of the Japan Securities Dealers Association’s “Rules Concerning Underwriting of Securities, etc.” will not be conducted; accordingly, the survey of demand to be conducted through the Domestic Offering does not constitute “Book-Building” as defined in Article 2, paragraph 1, item 16 of said Rules.

 

(Note 2)

One ADS represents one share of the Company’s ordinary shares. The Company’s ordinary shares are shares with full voting rights under the Companies Act of Japan and are the Company’s standard shares with no limitations on their rights. However, the Company plans to list the ADSs on Nasdaq on the business day (meaning a business day in the United States; hereinafter the same unless otherwise noted) following the Pricing Date (as defined in “2 Conditions of Sale” below), and in connection therewith, intends to amend its articles of incorporation on the Listing Date to abolish the provisions imposing restrictions on the transfer of the Company’s ordinary shares and to set the minimum trading unit at 100 shares. In addition, the ADSs are evidenced by PayPay Corporation American Depositary Receipts (hereinafter referred to as “ADR(s)”). Please refer to “Description of ADSs” below.

 

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(Note 3)

The number of ADSs to be sold in the Domestic Offering is scheduled to be determined on the Preliminary Price Range Determination Date(scheduled to be a date between March 2026 and August 2026; hereinafter the same), but may be changed on the Pricing Date in consideration of the results of the Book-Building conducted in this offering.

 

(Note 4)

The total offering amount is to be determined.

 

(Note 5)

The following description is based on FINRA Rule 5130 of the Financial Industry Regulatory Authority (the “FINRA”) and other market practices in the United States. Each purchaser of the ADSs is deemed to represent and agree, in connection with such purchase, that any person with a beneficial interest (as defined below) in such purchase, except as permitted by FINRA rules, does not fall within any of the following categories:

 

(a)

A member of the Financial Industry Regulatory Authority (formerly the National Association of Securities Dealers) (hereinafter, a “FINRA member”) or other broker-dealer or other securities dealer

 

(b)

An officer, director, general partner, associated person, or employee of a FINRA member or other broker-dealer or other securities dealer (excluding a broker-dealer or securities dealer whose authority to engage in securities business is limited solely to trading in investment company/variable insurance contract securities and direct participation program securities (hereinafter, a “limited business broker-dealer/securities dealer”))

 

(c)

An agent of a FINRA member or other broker-dealer or other securities dealer (excluding a limited business broker-dealer/securities dealer) who is engaged in investment banking or securities business

 

(d)

An intermediary of the underwriters in this offering, or any other person acting in a fiduciary capacity for the underwriters in this offering (including, without limitation, lawyers, accountants and financial consultants)

 

(e)

A person authorized to buy or sell securities for a bank, savings and loan institution, insurance company, investment company, investment adviser, or collective investment account (i.e., an investment vehicle that primarily engages in trading securities)

 

(f)

Any person, other than a limited business broker-dealer/securities dealer, who falls within any of the following:

 

(i)

A person listed, or required to be listed, on Schedule A to the Uniform Application for Broker-Dealer Registration (hereinafter, “Form BD”) (excluding a person classified under the ownership code as less than 10%), or

 

(ii)

A person listed, or required to be listed, on Schedule B to Form BD (excluding a person classified under the ownership code on Schedule A as less than 10% and whose interest arises from an interest in a person listed on Schedule A)

 

(g)

Any person who falls within any of the following:

 

(i)

A person who directly or indirectly owns 10% or more of the equity interests in a company subject to the ongoing disclosure obligations under U.S. securities laws that is listed, or required to be listed, on Schedule A to Form BD (excluding a company listed on a U.S. securities exchange and subject to the ongoing disclosure obligations under U.S. securities laws, and excluding a limited business broker-dealer/securities dealer), or

 

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(ii)

A person who directly or indirectly owns 25% or more of the equity interests in a company subject to the ongoing disclosure obligations under U.S. securities laws that is listed, or required to be listed, on Schedule B to Form BD (excluding a company listed on a U.S. securities exchange and subject to the ongoing disclosure obligations under U.S. securities laws, and excluding a limited business broker-dealer/securities dealer), or

 

(h)

If any of the persons described in the foregoing items is a natural person, the immediate family members of such person

 

(i)

A person described in items (b) through (g) above who provides material support to, or receives material support from, such immediate family member

 

(ii)

A person described in items (b), (c), (f), or (g) above who can influence the allocation of the newly offered ADSs and the underlying shares

 

(iii)

A person described in item (b) or (c) above who is employed by, or associated with, a FINRA member or its affiliate that sells the newly offered ADSs and the underlying shares to such immediate family member, or

 

(iv)

A person described in item (f) or (g) above who is an owner of a FINRA member or its affiliate that sells the newly offered ADSs and the underlying shares to such immediate family member

“Beneficial interest” means an economic interest, such as a right to share in profits or losses.

 

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Summary

Prior to this offering, there has been no public trading market for the Company’s shares or the ADSs. The Company will list the ADSs on Nasdaq, and trading of the ADSs on Nasdaq will commence on the Listing Date, which is the next business day in the United States after the Pricing Date. ADSs are expected to be delivered to purchasers of ADSs through the offering and sale of ADSs in overseas markets mainly in the United States on the day two business days after the Pricing Date in New York City, State of New York. ADSs are expected to be delivered to purchasers of ADSs through the Domestic Offering two business days in Tokyo after the Pricing Date. Purchasers of ADSs through the Domestic Offering may buy and sell ADSs through securities companies with which each investor submitted its purchase application from the Listing Date. For specific methods of buying and selling, please inquire with the securities company with which each investor placed an application, among Mizuho Securities Co., Ltd. (the Application Acceptance Financial Instruments Business Operator) and PayPay Securities Corporation (the Sales Entrustee Financial Instruments Business Operator) described in “2 Conditions of Sale” below. Neither the Company’s shares nor the ADSs are currently expected to be listed on a securities exchange in Japan.

 

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2. [Conditions for secondary distribution]

 

Distribution price (in U.S. dollars)

Period for subscription

Unit for subscription (units)

Deposit for subscription (in U.S. dollars)

Place to accept applications

Address and name of person accepting entrustment of secondary distribution

Contents of entrustment agreement for secondary distribution

To be determined (Note 1)

From March 2026 to August 2026

1 ADS or more, in units of 1 ADS

Per 1 ADS An amount equal to the Offering Price (Note 2) (Note 3)

Head office and all branches and sales offices in Japan of Mizuho Securities Co., Ltd. and PayPay Securities Corporation

1-5-1 Otemachi, Chiyoda-ku, Tokyo Mizuho Securities Co., Ltd.   1-6-1 Yotsuya, Shinjuku-ku, Tokyo PayPay Securities Corporation   (Note 3)

To be determined (Note 3)

(Note 1)

The Offering Price will be determined through the Book-Building conducted in this offering.

The Offering Price will be determined during the period from March 2026 to August 2026 (hereinafter, such determination date is referred to as the “Pricing Date”), after comprehensively taking into account, based on the preliminary price range to be presented on a date between March 2026 and August 2026 (hereinafter referred to as the “Initial Price Range”; such date is hereinafter referred to as the “Preliminary Price Range Determination Date”), the demand conditions in the Book-Building conducted in this offering, the risk of price fluctuations up to the Listing Date, and other factors. However, depending on the demand conditions in the Book-Building conducted in this offering, the results of the roadshow, changes in the macroeconomic environment, etc., the Initial Price Range may be revised after the Preliminary Price Range Determination Date and prior to the Pricing Date (the price range presented as a result of such revision is hereinafter referred to as the “Amended Price Range”), and the Pricing Date may fall after August 2026. The Initial Price Range and the Amended Price Range, as well as the Offering Price, in the Domestic Offering will be identical to the Initial Price Range and the Amended Price Range, as well as the Offering Price, of the ADSs in this offering. Please note that the method for determining the terms on the Pricing Date in this offering differs from the method generally used in Japan for determining the terms of an offering or sale prior to listing. Unlike a typical offering or sale prior to listing in Japan, in this offering, as described above, the Initial Price Range may be revised after the Preliminary Price Range Determination Date and prior to the Pricing Date. In addition, in this offering, the Offering Price may be determined, in accordance with current practice in the U.S. market, at a price higher than the upper end of the Initial Price Range (or the Amended Price Range, if an Amended Price Range exists) or lower than the lower end thereof. Therefore, the Offering Price may be determined without prior notice before the Pricing Date or without amendment of this Securities Registration Statement, outside the range of the Initial Price Range or the Amended Price Range (provided that the price will be no more than 20% above the upper end of the Initial Price Range (or, if an Amended Price Range exists, the Amended Price Range) and no less than 20% below the lower end of the Initial Price Range (or, if an Amended Price Range exists, the Amended Price Range)). Investors should carefully consider the purchase of ADSs in light of such method of determination, and must decide, taking into account the Initial Price Range presented on the Preliminary Price Range Determination Date and any Amended Price Range that may be presented thereafter, whether to place an application in the survey of demand conducted through the Domestic Offering.

 

 

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In addition, the Domestic Offering constitutes part of this offering, and the survey of demand conducted through the Domestic Offering constitutes part of the Book-Building in this offering. However, as no underwriting by an “Underwriting Member” as defined in Article 2, paragraph 1, item 8 of the Japan Securities Dealers Association’s “Rules Concerning Underwriting of Securities, etc.” will be conducted in connection with the Domestic Offering, the survey of demand conducted through the Domestic Offering does not constitute “Book-Building” as defined in Article 2, paragraph 1, item 16 of said Rules.

 

(Note 2)

The subscription deposit shall be the same amount as the offering price in the Domestic Offering, and no interest will accrue thereon.

 

(Note 3)

In connection with the Domestic Offering, no underwriting will be conducted in Japan, and underwriting will be conducted only in the United States. The Domestic Offering will be conducted as a part of this offering. Mizuho Securities Co., Ltd. listed below will handle applications for the Domestic Offering upon being entrusted with the sale by Mizuho Securities USA LLC (hereinafter referred to as the “Underwriters”), the Underwriters in this offering (hereinafter, Mizuho Securities Co., Ltd. in such capacity is referred to as the “Application Acceptance Financial Instruments Business Operator”). In addition, Mizuho Securities Co., Ltd. has entrusted the sale to PayPay Securities Corporation (hereinafter, PayPay Securities Corporation in such capacity is referred to as the “Sales Entrustee Financial Instruments Business Operator”). Note that, of the ADSs subject to the Domestic Offering, the majority is expected to be entrusted for sale by Mizuho Securities Co., Ltd. to PayPay Securities Corporation.

No underwriting fee will be paid in connection with this offering. However, the total amount of the difference between the offering price and the price at which the Underwriters underwrite the ADSs will be the Underwriters’ proceeds. In addition, in connection with the Domestic Offering, a portion of the proceeds received by the Underwriters will be paid by the Underwriters to the application-handling financial instruments business operator as a sales agency fee, and a portion of the sales agency fee received by the application-handling financial instruments business operator will be paid by such operator to the sales-agent financial instruments business operator as a sales agency fee. Any ADSs entrusted for sale to the application-handling financial instruments business operator and the sales-agent financial instruments business operator that are not sold to investors will be taken back by the Underwriters and sold by the Underwriters.

The method of selling ADSs by PayPay Securities Corporation is as follows. Investors will, after the Preliminary Price Range Determination Date, apply to purchase ADSs in the amount of ¥10,000 per unit, for the desired number of units, through the PayPay Securities App or through the PayPay Securities Mini App, which is a mini application provided by PayPay Securities Corporation within a smartphone application provided by the Company. Applicants will acknowledge that the final terms may be determined outside the range of the Initial Price Range or the Amended Price Range, and will agree that, within the total amount corresponding to the number of units applied for, they will execute a transaction for the number of ADR(s) calculated based on such final terms. While the application acceptance period via the PayPay Securities App and PayPay Securities Mini App is expected to be determined on the Preliminary Price Range Determination Date and is scheduled to end prior to the Terms Determination Date, it may be shortened depending on the status of applications (for example, if the aggregate amount of applications reaches a certain amount). The acceptance periods through both the PayPay Securities App and the PayPay Securities Mini App will end on a date prior to the Pricing Date; however, applicants may cancel their applications up to the day before the Pricing Date. If PayPay Securities Corporation anticipates that the total amount of purchase applications may exceed the amount of ADSs to be sold by PayPay Securities Corporation, it will conduct a lottery to determine the purchasers and the amount of each purchase. On the Pricing Date, PayPay Securities Corporation will notify each applicant of the final terms, the total amount and number of ADSs that the applicant may purchase. Applicants may cancel their applications after receiving such notice until 12:59 p.m. (scheduled) Japan time on the same day. From 1:00 p.m. to around 4:00 p.m. Japan time on the same day, PayPay Securities Corporation will conduct a secondary lottery for ADSs that become available due to cancellations among those applicants whose allocated amount is below the amount applied for. Around 4:00 p.m. Japan time on the same day, PayPay Securities Corporation will notify applicants who won in the lottery and did not cancel by 12:59 p.m. (scheduled) Japan time of the final allocation of the purchase amount and number of ADSs. Upon receipt of such notice, applicants will purchase the number of ADSs set forth in such notice. Applicants should read this Registration Statement carefully and, on their own responsibility and judgment, make their investment decision after carefully considering the risk factors described herein.

 

 

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The method of selling ADSs by Mizuho Securities Co., Ltd. is as follows. Investors may, during the period from the Preliminary Price Range Determination Date to the Pricing Date, submit indications of interest to Mizuho Securities Co., Ltd., with reference to the Initial Price Range or the Amended Price Range. Such indications of interest may be changed or withdrawn. Mizuho Securities Co., Ltd. will endeavor to conduct sales in a fair and equitable manner and intends to conduct allocations in accordance with its basic policy and internal rules regarding allocations. Investors will place applications with Mizuho Securities Co., Ltd. accompanied by the application deposit during the subscription period.

Financial Instruments Business Operators Handling the Domestic Offering

 

Application Acceptance Financial Instruments Business Operator		Address
Mizuho Securities Co., Ltd. (administrative lead manager for Domestic Offering)		1-5-1 Otemachi, Chiyoda-ku, Tokyo

 

Sales Entrustee Financial Instruments Business Operator		Address
PayPay Securities Corporation		1-6-1 Yotsuya, Shinjuku-ku, Tokyo

 

(Note 4)

The delivery date of the ADSs purchased through the offering and sale of ADSs in overseas markets mainly in the United States is expected to be two business days in New York City, State of New York, after the Pricing Date, and is expected to be delivered at the date that is two business days after the Pricing Date in Tokyo. Note that the securities relating to the ADSs (ADR(s)) will not be issued except in certain cases.

 

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(Note 5)

If, on the Pricing Date, the Offering Price in this offering (i.e., the Offering Price for the Domestic Offering) and the items that are corrected, or may be corrected, in connection with the determination of such price (i.e., the total offering price, the underwriting price per ADS, descriptions relating to the status of bookbuilding and the contents of the agency agreement for the offering for sale, and the number of ADSs to be offered in this offering, the number of common shares represented by the ADSs offered in such offering, the number of ADSs to be sold in this offering, the number of ADSs to be sold in the overseas offering for sale, the number of common shares represented by the ADSs sold in such offering for sale, the number of ADSs sold in excess of the total number of ADSs offered and sold in this offering, and the maximum number of ADSs to be issued pursuant to the over-allotment option, and, together with the offering price in this offering, hereinafter, “Offering Price, etc.”) are determined, then, in lieu of delivery of the correction portion of the prospectus, such matters will be publicly announced on the Company’s website on the Internet (https://about.paypay.ne.jp/pr/), the website of Mizuho Securities Co., Ltd. (https://www.mizuho-sc.com/information/index.html) and the website of PayPay Securities Corporation (https://www.paypay-sec.co.jp/notice_list.html) (collectively, “this website”) during the period from the filing of the amendment to the Securities Registration Statement relating to such determination of terms until the last day of the subscription period, and, when seeking to have the counterparty acquire the ADSs by way of sale or to sell the ADSs to the counterparty, the Offering Price will be directly notified to such counterparty by telephone or other means (including e-mail) (hereinafter referred to as “Direct Notice”). However, if an amendment to the Securities Registration Statement filed after the Pricing Date includes corrections to matters other than Offering Price, etc., the correction portion of the prospectus will be delivered. In such case, public announcement on this website and Direct Notice may not be made.

Summary

Transactions in ADSs will be conducted in accordance with the terms and conditions for foreign securities trading accounts applicable to the foreign securities trading accounts opened by each applicant for ADSs with the Application Acceptance Financial Instruments Business Operator or the Sales Entrustee Financial Instruments Business Operator handling the Domestic Offering. Each applicant who has not opened such a foreign securities trading account must open one.

Overview of the Issuance Mechanism of ADSs

ADSs are issued pursuant to the deposit agreement between the Company, The Bank of New York Mellon as the Depositary (hereinafter, the “Depositary”), and the holders of the ADSs and all other persons holding ADSs indirectly or beneficially (hereinafter, the “deposit agreement”). ADR(s) representing the ADSs will be issued pursuant to the deposit agreement only in specified cases.

 

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Summary of the Issuance Mechanism of ADSs

 

 

(i)	The Company will enter into the deposit agreement with the Depositary (Bank of New York Mellon).

 

(ii)	The selling shareholders will deposit shares they own with the custodian (Mizuho Bank, Ltd.) of the Depositary.

 

(iii)

Upon the deposit of the Company’s shares, the Depositary will issue ADSs and deliver them to Morgan Stanley & Co. LLC, and Morgan Stanley & Co. LLC will transfer a portion of the ADSs to Mizuho Securities USA LLC.

 

(iv)	Mizuho Securities USA LLC will entrust the Domestic Offering of the ADSs to Mizuho Securities Co., Ltd., and Mizuho Securities Co., Ltd. will entrust a portion of such Domestic Offering to PayPay Securities Corporation.

 

(v)	and (vi) ADSs are sold to investors.

 

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[Special matters to be stated concerning the public offering or secondary distribution]

 

1	The offering

The Domestic Offering constitutes a part of this offering. In this offering, simultaneously with the Domestic Offering, an offering of ADSs in the United States (the overseas offering) and a sale of ADSs in overseas markets mainly in the United States are expected to be conducted through firm commitment underwriting on a several basis by the overseas underwriters, with Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC and Morgan Stanley & Co. LLC acting as joint global coordinators and joint bookrunners. The breakdown of the offering and sale in this offering consists of (i) (to be determined) ADSs (number of offered depositary shares) representing (to be determined) newly issued ordinary shares by the Company and (ii) (to be determined) ADSs (number of depositary shares sold) representing (to be determined) ordinary shares held by the selling shareholders, of which the breakdown of the sale is (to be determined) ADSs for the Domestic Offering and (to be determined) ADSs for the overseas sale. The Company intends to list the ADSs on Nasdaq in light of the characteristics of the U.S. market, where many companies with similar business models are listed and there is a deep base of institutional investors that continuously analyze and evaluate such peer group. The listing date of the ADSs on Nasdaq is expected to be the business day following the Pricing Date.

In addition, in connection with the foregoing offering (international offering) and sale (international offering for sale) of ADSs in overseas markets mainly in the United States in the number set forth above, the underwriters may sell additional ADSs in overseas markets mainly in the United States up to a maximum of (to be determined) ADSs, taking into account demand conditions, etc., and the underwriters will have an option (hereinafter, the “over-allotment option”) to receive the issuance of additional ADSs from the Depositary up to a maximum of (to be determined) ADSs to cover such sales. The underwriters may exercise the over-allotment option for a period of 30 days from the Pricing Date (U.S. Eastern Standard Time) of this offering.

The offering terms for the issuance of shares underlying the ADSs to be offered in this offering are expected to be determined at the Board of Directors meeting held on the same date, based on the authorization of the general meeting of shareholders dated the Preliminary Price Range Determination Date.

The Company will acquire funds by issuing shares to the Depositary in connection with the offering of the ADSs, and intends to allocate such funds to repay in full the Company’s borrowings, or to other expenses or investments related to the repayment thereof.

 

2	Description of ADSs

American Depositary Shares

The Bank of New York Mellon, as the Depositary, will register and deliver the ADSs. Each ADS represents (to be determined) ordinary shares (or the right to receive (to be determined) ordinary shares) deposited with Mizuho Bank, Ltd., the Depositary’s custodian in Japan (hereinafter referred to as the “custodian”). Each ADS also represents any other securities, cash or other property held by the Depositary. Together with such other securities, cash or other property held by the Depositary, the deposited shares are hereinafter referred to as the “Deposited Securities”. The office and principal executive office of the Depositary for the administration of the ADSs is located at 240 Greenwich Street, New York, New York 10286.

There are two ways to hold ADSs: (A) to hold them directly by (i) having American Depositary Receipts (ADR(s)), which are certificates evidencing a certain number of ADSs, registered in the investor’s name, or (ii) having uncertificated ADSs registered in the investor’s name; and (B) to hold them indirectly by holding rights with respect to securities relating to ADSs through a broker or other financial institution that is a direct or indirect participant in The Depository Trust Company (DTC). Investors who hold ADSs directly (hereinafter referred to as “ADS holders”) will be registered as holders of ADSs. The following discussion assumes that the investor is an ADS holder. If an investor holds ADSs indirectly, in order to assert the rights of ADS holders described below, the investor must rely on the procedures of the broker or other financial institution, and investors should consult their respective brokers or financial institutions as to what such procedures are.

 

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The record holder of uncertificated ADSs will receive a statement from the Depositary confirming such holding.

Because ADS holders are not treated as shareholders of the Company, they do not have shareholders’ rights. Japanese law applies to shareholders’ rights. The Depositary will become the holder of the Company’s ordinary shares underlying the ADSs. Investors, as persons registered as holders of ADSs, have the rights of ADS holders. The deposit agreement among the Company, the Depositary, the ADS holders and all other persons that hold ADSs indirectly or beneficially sets forth the rights of ADS holders and the rights and obligations of the Depositary. The deposit agreement and the ADSs are governed by the laws of the State of New York.

The following is a summary of certain material provisions of the deposit agreement. To obtain complete information, please read the entire deposit agreement and the form of ADR(s).

Dividends and Other Distributions

The Depositary has agreed to pay to ADS holders the dividends and other distributions that the Company distributes on the cash dividends or other distributions received by the Depositary or custodian from the ordinary shares or other Deposited Securities represented by the ADSs, after deducting its fees and expenses in accordance with the deposit agreement. ADS holders will receive such dividends and other distributions in proportion to the number of ADSs they hold.

Cash

If the Depositary can convert cash dividends or other cash distributions paid by the Company on the ordinary shares into U.S. dollars and remit such U.S. dollars to the United States, at a reasonable exchange rate, it will make such conversion into U.S. dollars. If it cannot do so, or if it cannot obtain the necessary governmental approvals, the deposit agreement provides that the Depositary may distribute the foreign currency other than U.S. dollars only to those ADS holders who are able to receive such foreign currency. The Depositary will hold, for the account of ADS holders to whom no cash distribution has been made, any foreign currency that cannot be converted into U.S. dollars. It will not invest such foreign currency and will have no obligation to pay interest thereon.

Before making any distribution, any withholding taxes or other governmental charges required to be paid will be deducted. The Depositary will make distributions only in U.S. dollars and cents, and will round to the nearest cent. If exchange rates fluctuate during a period when the Depositary cannot convert foreign currency, a portion of the distribution may be lost.

Shares

The Depositary may deliver additional ADSs representing ordinary shares that the Company distributes as a dividend or free of charge. The Depositary will not deliver fractional ADSs. The Depositary will sell the number of ordinary shares (or ADSs representing such ordinary shares) for which fractional ADSs would otherwise be required to be delivered, and will distribute the net proceeds in the same manner as cash. If the Depositary does not deliver additional ADSs, the outstanding ADSs will represent the new ordinary shares in addition to the existing ordinary shares. The Depositary may sell a portion of the distributed ordinary shares (or ADSs representing such ordinary shares) sufficient to pay fees and expenses relating to such distribution.

 

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Rights to Acquire Additional Shares

If the Company offers to holders of its securities rights to subscribe for additional shares or other rights, the Depositary may, after deducting or upon payment of its fees and expenses, (i) exercise such rights on behalf of ADS holders, (ii) distribute such rights to ADS holders, or (iii) sell such rights and distribute the net proceeds to ADS holders. Unless the Depositary takes any of these actions, it will allow the rights to lapse, in which case investors will not receive any benefit. The Depositary will exercise or distribute rights only if the Company requests it to do so and provides the Depositary with satisfactory assurances that such action is lawful. If the Depositary exercises rights, it will purchase the securities relating to such rights and deliver to ADS holders new ADSs representing such securities, or, in the case of shares, new shares, only if the ADS holders pay the exercise price to the Depositary. Under U.S. securities laws, the Depositary may be restricted from distributing rights or ADSs or other securities issued upon exercise of rights to all or certain ADS holders, and securities distributed may be subject to transfer restrictions.

Other Distributions

The Depositary will deliver to ADS holders any other distributions made by the Company on the Deposited Securities by means it believes to be lawful, fair and practical. If the Depositary cannot make such a distribution in that manner, it may decide to (1) sell the property distributed by the Company and distribute the net proceeds in the same manner as cash, or (2) hold the property distributed by the Company. If the Depositary chooses (2), the ADSs will represent the newly distributed property as well. However, unless the Depositary receives from the Company satisfactory evidence that a distribution is lawful, it is not obligated to deliver securities other than ADSs to ADS holders. The Depositary may sell a portion of the distributed securities or property sufficient to pay fees and expenses relating to such distribution. Under U.S. securities laws, the Depositary may be restricted from distributing securities to all or a portion of ADS holders, and securities distributed may be subject to transfer restrictions.

The Depositary will not be liable if it determines that it is illegal or impracticable to make a distribution to ADS holders. The Company is not obligated to register ADSs, shares, rights or other securities under U.S. securities laws. The Company is also not obligated to take any other action to permit a distribution of ADSs, shares, rights or other property to ADS holders. If it is illegal or impracticable to make a distribution based on shares or interests therein, investors may be unable to receive such distribution.

Deposits, Withdrawals and Cancellations

Issuance of ADSs

The Depositary will deliver ADSs if the investor or the investor’s broker deposits with the custodian the Company’s ordinary shares or certificates evidencing the right to receive ordinary shares. Upon payment of its fees and expenses and any taxes or charges or fees such as stamp duties and stock transfer taxes, the Depositary will register the appropriate number of ADSs in the name requested by the investor and will deliver the ADSs in accordance with the depositor’s instructions.

 

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Withdrawal of Deposited Securities

Investors may withdraw the deposited shares by delivering their ADSs to the Depositary. Upon payment of its fees and expenses and any taxes and charges such as stamp duties or stock transfer taxes or fees, the Depositary will deliver the Company’s ordinary shares or other Deposited Securities underlying the ADSs to the ADS holder or the person designated by the ADS holder, in principle, at the custodian’s office (Mizuho Bank Settlement Sales Department). Alternatively, if requested by the investor and if practicable at the investor’s risk and expense, the Depositary will deliver the Deposited Securities at its office. However, if delivery of a fractional portion of deposited shares or other securities is required, the Depositary is not obligated to accept delivery of ADSs from the investor. The Depositary may charge the investor a fee and expenses for instructing the custodian with respect to delivery of the deposited shares.

Exchange between Certificated ADSs and Uncertificated ADSs

An investor may deliver the investor’s ADR(s) to the Depositary in exchange for uncertificated ADSs. The Depositary will cancel such ADR(s) and send to the ADS holder a statement confirming that such ADS holder is the record holder of uncertificated ADSs. If the Depositary receives proper instructions from the record holder of uncertificated ADSs to exchange uncertificated ADSs for certificated ADSs, the Depositary will prepare and deliver to the ADS holder ADR(s) evidencing such ADSs.

Voting Rights

ADS holders may instruct the Depositary on how to exercise the voting rights attached to the number of deposited ordinary shares represented by the ADSs. If the Company requests the Depositary to seek voting instructions from investors (note that the Company is not obligated to make such a request), the Depositary will notify investors of the convening of a general meeting of shareholders and will send or make available voting materials; however, the Company is not obligated to request the Depositary to seek voting instructions from investors. In addition, investors may not individually request the Depositary to send or make available voting materials. Such materials will describe the matters to be voted on and explain how ADS holders may instruct the Depositary regarding the exercise of voting rights. For such instructions to be effective, they must be received by the Depositary by the deadline set by the Depositary. Subject to the provisions of Japanese law and the Company’s articles of incorporation or similar documents, the Depositary will endeavor, to the extent practicable, to vote, or cause its agent to vote, the ordinary shares or other Deposited Securities in accordance with the instructions of ADS holders. Even if the Company does not request the Depositary to seek voting instructions, investors may provide voting instructions, in which case the Depositary may endeavor to vote in accordance with the investors’ instructions, but it is not obligated to make such efforts. However, the Company currently intends to request the Depositary to seek voting instructions, and it does not contemplate that such request will not be made.

Except by instructing the Depositary as described above, investors cannot exercise voting rights unless they deliver their ADSs and withdraw the ordinary shares. However, investors may not receive sufficient advance notice of a general meeting of shareholders to be able to withdraw the ordinary shares. In any event, the Depositary will not exercise any discretion with respect to voting the Deposited Securities and will vote, or attempt to vote, as instructed.

The Company does not guarantee that investors will receive voting materials in a timely manner so that they can reliably instruct the Depositary to vote the ordinary shares. The Depositary and its agents will not be responsible for any failure to carry out voting instructions or for the manner in which voting instructions are implemented. Accordingly, investors may be unable to take any action if they are unable to exercise voting rights or if their ordinary shares are not voted in accordance with their instructions. Furthermore, for ADSs for which no instructions for the exercise of voting rights have been given, the Company may request that the depositary issue a discretionary proxy to a person designated by the Company for the exercise of voting rights attached to the deposited securities, provided that certain conditions specified in the depositary agreement are satisfied.

 

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In order to give voting instructions to the Depositary, the Company must give the Depositary notice of a general meeting of shareholders and voting agenda items at least 30 days prior to the date of the meeting.

The Company and the Depositary may modify the above procedures as necessary in order to comply with applicable laws and regulations.

Fees and Expenses

 

Amount Payable		Event Triggering Payment
US$10.00 (¥1,561.7) per 100 ADSs (or portion thereof) (or less)		Issuance of ADSs (including issuances in connection with distributions of shares or rights or other property) Cancellation of ADSs for the purpose of withdrawal (including in the event that the deposit agreement is terminated)
US$0.10 (¥15.617) per 1 ADS (or less)		All cash distributions to ADS holders
An amount equal to the fee that would be payable if the securities distributed to investors were ordinary shares and such ordinary shares were deposited for the issuance of ADSs		Of distributions of securities (including represented rights) to the holders of Deposited Securities, the portion distributed by the Depositary to ADS holders
US$0.10 (¥15.617) per 1 ADS per year (or less)		Depositary services
Recording Fee or Transfer Fee		Transfer and registration into the name of the Depositary or its agent on the Company’s shareholder registry, when investors deposit or withdraw shares
Expenses of the Depositary		Cable (including SWIFT) and facsimile transmissions (if expressly provided for in the deposit agreement) Conversion of foreign currency into U.S. dollars
Taxes and other governmental charges that the Depositary or the custodian must pay on the ADSs or the ordinary shares underlying the ADSs (including stock transfer taxes, stamp duties or withholding taxes, etc.)		As necessary
Expenses incurred by the Depositary or its agent to administer the Deposited Securities		As necessary

The Depositary will collect the fees for delivery and surrender of ADSs directly from investors who deposit ordinary shares or from investors who surrender ADSs for the purpose of withdrawal, or their agents. The Depositary will collect the fees for making distributions to investors by deducting them from the amounts distributed or by selling a portion of the property available for distribution and collecting the fees from the proceeds of such sale. The Depositary may collect the annual fee for depositary services by deducting it from cash distributions, by billing investors directly, or by charging the book-entry accounts of participants acting for investors. The Depositary may collect any of the fees by deducting them from cash distributions payable to ADS holders who are required to pay such fees, or by selling a portion of securities or other property distributable. The Depositary may generally refuse to provide services for which fees are payable until such fees are paid.

 

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The Depositary may make payments to the Company from time to time for the purpose of reimbursing the Company for certain expenses and costs incurred in connection with the establishment and maintenance of the ADS program, waiving fees and expenses for services provided by the Depositary to the Company, or distributing revenues from fees collected from ADS holders. In performing its duties under the deposit agreement, the Depositary may engage brokers, dealers, foreign exchange dealers or other service providers that are subsidiaries or affiliates of the Depositary, and in such case, such brokers and others may earn or share compensation, spreads or commissions.

The Depositary may exchange currency itself or through an affiliate, in which case the Depositary will act for its own account and for its own benefit, and not as agent, advisor, broker or fiduciary for any other person, and will earn revenue (including, without limitation, trading spreads) that it holds on its own account. Such revenue is based, in particular, on the difference between the exchange rate allocated to a currency conversion made under the deposit agreement and the rate that the Depositary or its affiliate receives when buying or selling foreign currency for its own account. While the Depositary is obligated to conduct currency conversions under the deposit agreement, the Depositary does not represent that the exchange rate used or obtained in any such conversion will be the most favorable rate that could be obtained at the time, or that the method of determining such rate will be the most favorable for ADS holders. The Depositary will, upon request, provide information regarding the method used to determine the exchange rate used for currency conversions.

Taxes and Other Charges

Investors are responsible for taxes and other governmental charges payable on their ADSs or on the Deposited Securities represented by their ADSs. The Depositary may refuse to register the transfer of an investor’s ADSs or to permit withdrawal of the Deposited Securities represented by an investor’s ADSs until such taxes and charges are paid. In order to pay required taxes, the Depositary may apply amounts payable to an investor toward the payment of taxes or sell the Deposited Securities represented by the investor’s ADSs, but the investor will remain liable for any deficiency. If the Depositary sells Deposited Securities, it may, if appropriate, reduce the number of ADSs to reflect such sale, and after paying the taxes, pay the remaining proceeds to the ADS holder or deliver property to the ADS holder.

Tender Offers and Exchange Offers; Redemption, Exchange or Cancellation of Depositary Receipts

If a tender offer or exchange offer is made to holders of Deposited Securities, the Depositary will not tender or exchange any Deposited Securities unless instructed by ADS holders.

If a tender offer or exchange offer is made to holders of Deposited Securities, the Company is not obligated to allow tender or exchange of Deposited Securities held in ADS form, and the Company and the Depositary are not obligated to determine whether such tender or exchange offer is lawful or permissible.

If, as a result of a split, consolidation or other reorganization of the Deposited Securities, or a merger, consolidation, recapitalization, reorganization or similar transaction affecting the issuer of the Deposited Securities, the Depositary receives new securities in exchange for or in substitution of the prior Deposited Securities, the Depositary will hold such substituted Deposited Securities as Deposited Securities under the deposit agreement. However, if the Depositary determines, after consultation with the Company to the extent practicable, that it is not lawful and practicable to hold such substituted securities, for reasons such as an inability to distribute the Deposited Securities to ADS holders, the Depositary may sell such substituted securities and distribute the net proceeds upon surrender of ADSs.

 

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If the Depositary cannot distribute securities received as a result of a transaction described above or similar transaction, it may sell such securities and distribute the net proceeds as cash.

If the Depositary determines that a distribution is not possible, it may, in accordance with the deposit agreement, hold such securities without liability.

 

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Amendment and Termination

Amendment of the deposit agreement

The Company may agree with the Depositary to amend the deposit agreement and the ADSs without the consent of investors, for any reason. If any such amendment adds to or increases any fees or charges (other than taxes and other governmental charges or Depositary expenses such as recordation fees, facsimile costs and delivery charges), or materially prejudices the substantial rights of ADS holders, the amendment will not become effective with respect to outstanding ADSs until 30 days after the Depositary has given notice of the amendment to ADS holders. Once an amendment becomes effective, by continuing to hold ADSs, investors will be deemed to have consented to the amendment and to have agreed to be bound by the amended ADR(s) and deposit agreement.

Termination of the deposit agreement

The deposit agreement will terminate upon the earlier of (i) the date of termination specified by the Company to the Depositary, which date will be at least 30 days after the Company has given notice of termination to the Depositary, and (ii) the date of termination specified by the Depositary to the Company, which date will be at least 90 days after the Depositary has given notice of termination to the Company.

 

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If the Depositary resigns and a successor depositary is not appointed within 60 days.

 

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If the Company becomes insolvent, bankrupt, or is subject to similar proceedings.

 

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If all or substantially all of the value of the Deposited Securities has been distributed to ADS holders in cash or in securities.

 

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If the Deposited Securities underlying the ADSs no longer exist or are clearly worthless.

 

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If there has been a substitution of the Deposited Securities.

Upon termination of the deposit agreement, the Depositary will give notice to ADS holders at least 90 days prior to the termination date. The Depositary may, at any time after the termination date, sell the Deposited Securities. Thereafter, the Depositary will hold the cash received upon such sale, together with any other cash then held under the deposit agreement, for the pro rata account of ADS holders who have not surrendered their ADSs, without segregation and without any obligation to pay interest. In general, the Depositary will sell the Deposited Securities as soon as practicable after the termination date.

After the termination date and prior to the sale of the Deposited Securities, ADS holders may surrender their ADSs and receive the Deposited Securities. However, if doing so would interfere with the sale, the Depositary may refuse to accept surrenders for the purpose of withdrawing Deposited Securities, or may cancel such surrenders accepted prior to settlement. The Depositary may refuse to accept surrenders for the purpose of withdrawing the sale proceeds until all Deposited Securities have been sold. The Depositary will continue to collect distributions on the Deposited Securities, but after the termination date, except as described in this paragraph, it will have no obligation to register transfers of ADSs, to distribute dividends or other distributions on the Deposited Securities to ADS holders who have not surrendered their ADSs, or to perform notices or other obligations under the deposit agreement.

Limitations on Obligations and Liability

Limitations on the obligations of the Company and the Depositary; limitations on liability to ADS holders

The deposit agreement expressly limits the obligations of the Company and the Depositary. It also limits the liability of the Company and the Depositary.

 

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The Company and the Depositary are obligated only to perform the specific actions set forth in the deposit agreement without negligence or bad faith. The Depositary is not a trustee for ADS holders and does not owe fiduciary duties to ADS holders.

 

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The Company and the Depositary will not be liable if performance of their obligations under the deposit agreement is prevented or delayed by law or by events or circumstances beyond the control of the Company or the Depositary.

 

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The Company and the Depositary will not be liable for the exercise of discretion permitted under the deposit agreement.

 

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The Company and the Depositary will not be liable for any special, consequential or punitive damages, or for a failure of ADS holders to benefit from distributions on the Deposited Securities as a result of the provisions of the deposit agreement, or for violations of the terms of the deposit agreement.

 

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The Company and the Depositary have no obligation to participate in any litigation or other proceeding relating to the ADSs or the deposit agreement on behalf of investors or any other person.

 

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The Company and the Depositary may rely on any document that they in good faith believe to be genuine and to have been signed or presented by the proper person.

 

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The Company and the Depositary will not be liable for the acts or omissions of any securities depository, clearing agency or settlement system.

 

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The Depositary has no duty to make any determinations or provide any information regarding the Company’s tax matters, and will not be liable for any tax consequences that may be incurred by ADS holders as a result of owning or holding ADSs, or for any tax liability that ADS holders may incur as a result of being unable to benefit from foreign tax credits, reduced withholding tax rates, refunds of withheld taxes or other tax benefits.

Under the deposit agreement, the Company and the Depositary have agreed to indemnify each other under certain circumstances.

Requirements for Actions Relating to the Deposit

Before the Depositary delivers ADSs, registers transfers of ADSs, makes distributions on ADSs, or permits withdrawal of ordinary shares or other Deposited Securities, the Depositary may require:

 

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Payment of stock transfer taxes and other taxes and charges, and any transfer or registration fees charged by third parties for the transfer of ordinary shares or other Deposited Securities.

 

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Satisfactory proof of identity and signature and such other information as may be deemed necessary, and satisfactory proof that such information is genuine.

 

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Compliance with all regulations (including delivery of instruments of transfer) adopted from time to time in accordance with the deposit agreement.

The Depositary may refuse to deliver ADSs or register transfers of ADSs whenever the Depositary or the Company has closed its transfer books, or whenever the Depositary or the Company considers such refusal to be desirable.

Right to Receive Shares

ADS holders have the right to cancel their ADSs and withdraw the ordinary shares represented thereby, except in the following cases:

 

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In the event of temporary delays for the following reasons:

 

i)

The Depositary’s or the Company’s transfer books are closed.

 

ii)

The ADSs are being exchanged for shares.

 

iii)

ADS holders owe money for the payment of fees, taxes and similar charges.

 

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If the investor owes money for the payment of fees, taxes and similar charges.

 

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If withdrawal must be prohibited in order to comply with laws or governmental regulations applicable to the ADSs, or to comply with the withdrawal of ordinary shares or other Deposited Securities.

The right to withdraw ordinary shares will not be limited by any other provisions of the deposit agreement.

Direct Registration System

The deposit agreement provides that all parties to the deposit agreement acknowledge that the Direct Registration System (hereinafter referred to as “DRS”) and the Profile Modification System (hereinafter referred to as “Profile”) apply to the ADSs. DRS is a system administered by DTC that facilitates, through DTC and DTC participants, the switching between holding uncertificated ADSs through book-entry registration and holding certificated ADSs through certificates. Profile is a function of DRS that allows a DTC participant that claims to act on behalf of the record holder of uncertificated ADSs to instruct the Depositary to register a transfer of such ADSs and to deliver such ADSs to the DTC account of such DTC participant, without the Depositary having received prior authorization from the ADS holder to register such transfer.

In accordance with the arrangements and procedures relating to DRS and Profile, the parties to the deposit agreement acknowledge that, notwithstanding any requirements under the Uniform Commercial Code of the United States, the Depositary will not make any determination as to whether a DTC participant that claims to act on behalf of an ADS holder that makes a request to register a transfer and deliver ADSs as described in the preceding paragraph has actual authority to act on behalf of such ADS holder. Under the deposit agreement, the parties agree that the Depositary’s reliance on instructions received through DRS and Profile and its compliance therewith in accordance with the deposit agreement will not constitute negligence or bad faith by the Depositary.

Communications with Shareholders; Inspection of the ADS Holder Register

The Depositary will make available for inspection by investors at the Depositary’s office all information that the Company generally makes available to holders of the Deposited Securities and that such holders receive from the Company. If requested by the Company, the Depositary will send copies of such information. Investors have the right to inspect the register of ADS holders; however, they may not inspect it for the purpose of contacting holders regarding matters unrelated to the Company’s business or the ADSs.

Waiver of Jury Trial

The deposit agreement provides that, to the extent permitted by law, ADS holders waive their right to a jury trial for any claim they may have against the Company or the Depositary arising out of or relating to the Company’s ordinary shares, the ADSs or the deposit agreement, including any claim under the U.S. federal securities laws. If the Company or the Depositary objects to a demand for a jury trial based on such waiver, the court will determine, in accordance with applicable case law, whether the waiver is enforceable under the facts and circumstances. However, investors will not be deemed, by agreeing to the terms of the deposit agreement, to have waived the Company’s or the Depositary’s compliance with the U.S. federal securities laws or the rules and regulations promulgated thereunder.

 

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Lock-up Agreements

The Company, and the holders of the Company’s ordinary shares (including the selling shareholders) have agreed that, during the period from the Listing Date of the ADSs to the 180th day after the Pricing Date (the “Lock-up Period”), they will not engage in any of the following acts, will not publicly announce an intention to engage in any of the following acts, and will not, directly or indirectly, cause their affiliates to engage in any of the following acts:

 

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i) Sell, offer, contract to sell, pledge, grant any option or right to purchase, or otherwise dispose of any ordinary shares or ADSs or any securities convertible into or exchangeable for ordinary shares or ADSs.

 

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ii) Enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of ordinary shares or ADSs, whether any such transaction is to be settled by delivery of ordinary shares or ADSs or other securities, in cash or otherwise.

The foregoing restrictions shall not apply in the following cases:

 

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a) A gift; provided that (i) each donee agrees in writing to be bound by the restrictions described above for the remainder of the Lock-up Period, and (ii) no filing or report (whether required or voluntary) is made during the Lock-up Period.

 

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b) A transfer to a trust for the direct or indirect benefit of the holder or the immediate family members of the holder; provided that (i) each trustee agrees in writing to be bound by the restrictions described above for the remainder of the Lock-up Period, (ii) such transfer is without consideration, and (iii) no filing or report (whether required or voluntary) is made during the Lock-up Period.

 

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c) A transaction with the prior written consent of the representative of the Underwriters.

 

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d) If the holder is a corporation, a transfer to any wholly owned subsidiary of such holder; provided that (i) each transferee agrees in writing to be bound by the restrictions described above for the remainder of the Lock-up Period, (ii) such transferee agrees not to further transfer such shares other than in accordance with the foregoing restrictions, (iii) such transfer is without consideration, and (iv) no filing or report (whether required or voluntary) is made during the Lock-up Period.

The Underwriters may, in their discretion, at any time, even prior to the end of the Lock-up Period, release all or a portion of the securities subject to the lock-up.

 

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3	Handling Services for ADSs, Methods of Exercising Rights and Related Matters

 

Fiscal year		From April 1 of each year to the end of March of the following year
Annual General Meeting of Shareholders		Within three months after the end of each fiscal year
Record date		March 31 of each year
Type of ADSs		—
Record date for dividends of surplus		September 30 of each year March 31 of each year
Number of ADSs per unit		1 units
Issuance of ADSs by deposit of the Company’s shares
Place for Handling		240 Greenwich Street, New York, New York 10286
Depositary		The Bank of New York Mellon
Fee		US$10.00 (¥1,561.7) per 100 ADSs (or portion thereof) (or less)
Withdrawal of the Company’s shares by cancellation of ADSs
Place for Handling		240 Greenwich Street, New York, New York 10286, Bank of New York Mellon
Depositary		The Bank of New York Mellon
Fee		US$10.00 (¥1,561.7) per 100 ADSs (or portion thereof) (or less)

 

4	Taxation in Japan

As of the date of this document, the tax treatment of ADSs in Japan is as follows.

The tax treatment described below may change due to tax reforms, etc. For details, investors are recommended to consult tax professionals.

 

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Dividends

Dividends paid to ADS holders in Japan (denominated in U.S. dollars or yen) constitute dividend income under Japanese tax law. Dividends on ADSs received by an individual who is a resident of Japan or a Japanese corporation through a Japanese paying agent are converted into yen, and so long as the ADSs qualify as “listed shares, etc.” (as defined in the Act on Special Measures Concerning Taxation (Act No. 26 of 1957, as amended)), subject to withholding taxation (with respect to local inhabitant tax, special collection) as Japanese tax at the following rates: for individuals, 20.315% (income tax 15.315% and local inhabitant tax 5%) for dividends received by December 31, 2037, and 20% (income tax 15% and local inhabitant tax 5%) for dividends received on or after January 1, 2038; and for Japanese corporations, 15.315% (income tax 15.315%) for dividends received by December 31, 2037, and 15% (income tax 15%) for dividends received on or after January 1, 2038. An ADS holder who is an individual resident of Japan may, so long as the ADSs qualify as “listed shares, etc.”, elect not to file a final tax return in Japan with respect to such dividends received, in which case Japanese taxation will be limited to the withholding tax and special collection described above. An individual resident of Japan may also elect to file a final tax return under separate taxation with respect to such dividends. The Japanese tax rate in connection with such filing under separate taxation is 20.315% (income tax 15.315% and local inhabitant tax 5%) for dividends received by December 31, 2037, and 20% (income tax 15% and local inhabitant tax 5%) for dividends received on or after January 1, 2038. If an individual resident of Japan files a final tax return under separate taxation, the individual may, for Japanese tax purposes, deduct losses from the transfer of ADSs and other listed shares and certain bonds from the amount of such dividend income, subject to the requirements and limitations prescribed in applicable laws and regulations (including that such transfers be conducted through a Japanese financial instruments business operator, etc.). In the case of an ADS holder that is a Japanese corporation, dividends received on ADSs are subject to corporate tax; however, the amount of tax withheld at the time of receiving the dividends from the Japanese paying agent described above may be credited against the corporation’s tax liability in accordance with applicable laws and regulations.

 

(Note)

The tax rates described above for dividends received by December 31, 2037 include an additional 2.1% surcharge on the respective income tax amounts, calculated as “Special Income Tax for Reconstruction” pursuant to the Act on Special Measures for Securing Financial Resources Necessary to Implement Measures for Reconstruction from the Great East Japan Earthquake.

Gains and Losses on Sale and Purchase

Taxation of gains and losses arising from the purchase and sale in Japan of ADSs by an individual resident in Japan or a Japanese corporation is, in principle, the same as taxation of gains and losses on the sale of listed shares, etc. by domestic corporations. For an individual resident in Japan, losses from the transfer of listed shares, etc. and certain losses from the transfer of certain bonds may, in accordance with the requirements and limitations prescribed in applicable laws and regulations, be deducted from the amount of dividend income on ADSs and other listed shares and from the amount of interest income on certain bonds (in each case, limited to those for which separate taxation has been elected). In addition, so long as ADSs qualify as “listed shares, etc.”, an individual resident in Japan who has opened a special account with a financial instruments business operator, etc. may place the ADSs into such special account, and an individual resident in Japan who has opened a tax-exempt account with a financial instruments business operator, etc. may place the ADSs into the tax-exempt management account (growth investment quota) within such tax-exempt account, within the annual investment limit. For an ADS holder that is a Japanese corporation, gains and losses on the sale and purchase of shares are included in deductible expenses or taxable income, as applicable, in calculating taxable income.

Inheritance Tax / Gift Tax

An individual ADS holder who inherits or receives by bequest the ADSs, or who receives a gift of the ADSs from an individual, will be subject to inheritance tax or gift tax under Japanese inheritance tax law.

 

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5	Electronic Delivery of Prospectuses

Mizuho Securities Co., Ltd. and PayPay Securities Co., Ltd. will provide prospectuses for domestic offerings exclusively through electronic delivery, not in paper form. The prospectus provider shall be deemed to have delivered the prospectus when, after obtaining consent from the prospectus recipient, it provides the information stated in the prospectus by electromagnetic means (Article 27-30-9, Paragraph 1 of the Financial Instruments and Exchange Act; Article 23-2, Paragraph 1 of the Cabinet Office Ordinance on Disclosure of Corporate Information, etc.). Therefore, if such consent cannot be obtained or is withdrawn (Article 23-2, Paragraph 6 of the Cabinet Office Ordinance on Disclosure of Corporate Information, etc.), the prospectus cannot be delivered electronically. However, in the domestic offering, Mizuho Securities Co., Ltd. and PayPay Securities Co., Ltd. will sell the Company’s common stock only to investors who have given such consent and have not withdrawn it.

 

6	Timing of Prospectus Delivery

Delivery of the prospectus for the domestic offering will occur after the date of the preliminary price determination.

 

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Section 3. [Special matters to be disclosed in relation to private offering]

Not applicable.

Section 4. [Other matters to be stated]

 

In the future, if the Offering Price in this offering (i.e., the Offering Price for the Domestic Offering) and the items that are corrected, or may be corrected, in connection with the determination of such price (i.e., the total offering amount, the underwriting price per ADS,the description relating to the status of the Book-Building and the contents of the sale entrustment agreement, and, in this offering, the number of ADSs offered, the number of ordinary shares represented by the ADSs relating to such offering, the number of ADSs sold, the number of ADSs to be sold in the overseas offering for sale the number of ordinary shares represented by the ADSs relating to such sale, the number of ADSs in this offering, and the number of ADSs sold in excess of the total number of ADSs offered and sold in this offering, and the maximum number of ADSs to be issued pursuant to the over-allotment option, together with the Offering Price in this offering, hereinafter referred to as “Offering Price, etc.”) are determined on the Pricing Date, then, in lieu of delivery of the correction portion of the prospectus, such matters will be publicly announced on the Company’s website (https://about.paypay.ne.jp/pr/), the website of Mizuho Securities Co., Ltd. (https://www.mizuho-sc.com/information/index.html) and the website of PayPay Securities Corporation (https://www.paypay-sec.co.jp/notice_list.html) (collectively, “this website”) during the period from the filing of the amendment to the Securities Registration Statement relating to such determination of terms until the last day of the subscription period, and, when seeking to have the counterparty acquire the ADSs by way of sale or to sell the ADSs to the counterparty, the Offering Price will be directly notified to such counterparty by telephone or other means (including e-mail) (hereinafter referred to as “Direct Notice”). However, if an amendment to the Securities Registration Statement filed after the Pricing Date includes corrections to matters other than Offering Price, etc., the correction portion of the prospectus will be delivered. In such case, public announcement on this website and Direct Notice may not be made.

 

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Part II [Company information]

Section 1. [Company outlines]

1. [Transition of major management indicators, etc.]

(1) Consolidated management indicators, etc.

 

Fiscal Year Fiscal Year End				4th Fiscal Year March 2022				5th Fiscal Year March 2023				6th Fiscal Year March 2024				7th Fiscal Year March 2025
Total operating revenue		((million yen)			98,404				201,194				254,611				299,078
Profit before income taxes		((million yen)			(51,164	)			(20,548	)			11				34,961
Net profit attributable to owners of the parent		((million yen)			(58,741	)			(25,856	)			(3,350	)			36,170
Comprehensive income attributable to owners of the parent		((million yen)			(58,741	)			(25,907	)			(3,361	)			35,910
Equity attributable to owners of the parent		((million yen)			122,974				72,057				65,162				99,895
Total assets		((million yen)			1,545,565				3,288,268				3,806,382				4,042,105
Equity attributable to owners of the parent per share		((yen)			559.0				131.0				118.5				181.6
Basic earnings per share		((yen)			(267.0	)			(58.7	)			(6.1	)			65.8
Diluted earnings per share		((yen)			(267.0	)			(58.7	)			(6.1	)			65.8
Ratio of equity attributable to owners of the parent		((%)			8.0				2.2				1.7				2.5
Return on equity attributable to owners of the parent		((%)			(71.2	)			(26.5	)			(4.9	)			43.8
Price-to-earnings ratio		((times)			—				—				—				—
Cash flows from operating activities		((million yen)			(5,681	)			(194,702	)			49,975				155,849
Cash flows from investing activities		((million yen)			(181,608	)			190,014				(273,383	)			(319,977	)
Cash flows from financing activities		((million yen)			400,128				31,986				107,930				(210,325	)
Cash and cash equivalents at end of period		((million yen)			565,968				859,313				744,323				369,811
Number of employees [average number of temporary employees]		((persons)			1,806 [922	]			3,103 [1,265	]			3,829 [1,403	]			4,062 [1,157	]

 

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(Note 1)

From the 4th fiscal year, consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (hereinafter referred to as “IFRS”).

 

(Note 2)

The price-to-earnings ratio is not presented because the Company’s shares are unlisted.

 

(Note 3)

For subsidiaries acquired as transactions under common control, as transactions under common control conducted in the presence of non-controlling interests, accounting treatment has been applied retrospectively under the pooling-of-interests method. Accordingly, the consolidated management indicators from the 4th fiscal year onward include figures adjusted to retrospectively consolidate the financial statements of PayPay Card Co., Ltd., and the consolidated management indicators from the 5th fiscal year onward include figures adjusted to retrospectively consolidate the financial statements of PayPay Securities Co., Ltd. and PayPay Bank Co., Ltd., and their respective subsidiaries.

 

(Note 4)

The Company implemented a share split at a ratio of 200 shares for each ordinary share, with an effective date of November 15, 2025. The figures for “Equity attributable to owners of the parent per share,” “Basic earnings per share” and “Diluted earnings per share” in this table reflect the impact of such share split retroactively for all periods. Note that this share split does not affect the amount of capital stock, etc.

 

(Note 5)

For the 4th fiscal year and 5th fiscal year, the Group made substantial investments in promotion and marketing to expand its user base and merchant network, and therefore recorded a net loss before income taxes and a net loss attributable to owners of the parent, and cash flows from operating activities were negative. For the 6th fiscal year, while PayPay Corporation continued to make substantial investments, the net loss before income taxes decreased due to the effect of the expansion of the user base, and, as a result of the profits recorded by PayPay Bank Corporation, etc. exceeding such losses, the Group recorded profit before income taxes. However, such profit did not exceed income tax expenses and the Group recorded a net loss attributable to owners of the parent.

 

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(2) Management indicators, etc. of the Company

 

Fiscal Year Fiscal Year End				3rd Fiscal Year March 2021				4th Fiscal Year March 2022				5th Fiscal Year March 2023				6th Fiscal Year March 2024				7th Fiscal Year March 2025
Net sales		((million yen)			29,989				57,442				125,584				169,035				218,693
Ordinary profit		((million yen)			(71,139	)			(59,983	)			(23,434	)			(5,251	)			20,440
Net profit for the year		(million yen)			(71,246	)			(60,023	)			(22,272	)			(2,746	)			55,963
Capital stock		(million yen)			74,046				121,800				116,451				94,179				91,433
Number of issued shares (ordinary shares)		(shares)			220,000,000				220,000,000				550,000,000				550,000,000				550,000,000
Number of issued shares (Series A preferred shares)		(shares)			190,000,000				330,000,000				—				—				—
Net assets		(million yen)			37,118				116,769				94,986				92,240				148,203
Total assets		(million yen)			495,705				706,732				1,205,182				1,133,497				1,416,204
Net assets per share		(yen)			(378.2	)			(652.5	)			171.2				166.2				268.0
Dividends per share (interim dividends per share)		(yen)			—  (—	)			—  (—	)			—  (—	)			—  (—	)			—  (—	)
Earnings per share for the year		(yen)			(397.1	)			(391.0	)			(50.5	)			(5.0	)			101.8
Diluted earnings per share for the year		(yen)			—				—				—				—				—
Equity ratio		(%)			7.4				16.5				7.8				8.1				10.4
Return on equity		(%)			(185.4	)			(78.3	)			(21.1	)			(3.0	)			46.9
Price-to-earnings ratio		(times)			—				—				—				—				—
Dividend payout ratio		(%)			—				—				—				—				—
Number of employees [average number of temporary employees]		(persons)			986				1,227				1,782				2,059				1,873
					[909	]			[763	]			[672	]			[712	]			[383	]

 

(Note 1)

For the 3rd fiscal year, 4th fiscal year and 5th fiscal year, each figure calculated in accordance with the provisions of the “Company Accounting Regulations” (Ministry of Justice Ordinance No. 13 of 2006) is stated.

 

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(Note 2)

With respect to diluted net profit per share for the year, although there are potential shares, the Company’s shares are unlisted and the average share price during the period cannot be ascertained, and furthermore, as there were net losses from the 3rd fiscal year through the 6th fiscal year, it is not presented.

 

(Note 3)

The price-to-earnings ratio is not presented because the Company’s shares are unlisted.

 

(Note 4)

The dividend payout ratio is not presented because the Company has not paid dividends from the 3rd fiscal year through the 7th fiscal year.

 

(Note 5)

The “Accounting Standard for Revenue Recognition” (ASBJ Statement No. 29 dated March 31, 2020), etc. have been applied from the beginning of the 4th fiscal year, and the key management indicators, etc. for the 4th fiscal year and thereafter are indicators, etc. after the application of such accounting standards, etc.

 

(Note 6)

The Company implemented a share split at a ratio of 200 shares for each ordinary share, with an effective date of November 15, 2025. The figures for “Number of issued shares,” “Net assets per share” and “Earnings per share for the year” in this table reflect the impact of such share split retroactively for all periods. Note that this share split does not affect the amount of capital stock, etc.

 

(Note 7)

From the 3rd fiscal year through the 6th fiscal year, the Company recorded an ordinary loss and a net loss for the year because it made substantial investments in promotion and marketing to expand its user base and merchant network.

 

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2. [Company’s history]

 

Month/Year		Summary
June 2018		Established Pay Co., Ltd. for the purpose of developing and providing electronic payment services through a joint venture with SoftBank Corp. and Yahoo Japan Corporation (currently LINE Yahoo Corporation).
July 2018		Changed its trade name to PayPay Co., Ltd.
October 2018		Launched electronic payment services under the “PayPay” brand with technical support from One97 Communications Limited, which operates the “Paytm” app in India.
September 2019		Succeeded to the electronic payment business “Yahoo! Money” operated by Yahoo Japan Corporation and integrated it into the “PayPay” brand. Also completed registration as a funds transfer service provider under the Payment Services Act.
February 2020		Registered as a payment service provider in the MyNaPoint program, a My Number Card usage promotion initiative implemented by the Ministry of Internal Affairs and Communications.
October 2022		Made PayPay Card Co., Ltd. a wholly owned subsidiary by acquiring shares from Yahoo Japan Corporation.
April 2023		Subscribed for a third-party allotment by PayPay Securities Co., Ltd. and acquired its shares. PayPay Securities Co., Ltd. became a joint venture company with the Company, SoftBank Corp., Mizuho Securities Co., Ltd. and Z Holdings Corporation (currently LINE Yahoo Corporation).
July 2024		Established PayPay SC Co., Ltd. through a joint venture with SB C&S Corp. and SB Payment Service Corp.
August 2024		Obtained the first designation as a funds transfer service provider for digital wage payment from the Ministry of Health, Labour and Welfare.
November 2024		Acquired shares of Credit Engine Group Co., Ltd. (currently Credit Engine Co., Ltd.), which provides online loan management services, and made it a wholly owned subsidiary.
April 2025		Made PayPay Securities Co., Ltd. a consolidated subsidiary by additionally acquiring shares from SoftBank Corp. and LINE Yahoo Corporation and by subscribing for a third-party allotment conducted by PayPay Securities Co., Ltd.
April 2025		Made PayPay Bank Co., Ltd., Japan’s first internet bank, a consolidated subsidiary by acquiring its ordinary shares and Series A preferred shares from Z Financial Co., Ltd. (currently LINE Yahoo Corporation) and Mitsui Sumitomo Insurance Co., Ltd.
September 2025		Acquired 40% of the shares of Binance Japan Co., Ltd., the Japanese subsidiary of the crypto asset exchange Binance, and treated it as an equity-method associate.

 

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3. [Details of business]

The Group (the Company and its subsidiaries and associates) has two reportable segments: the Payment and the Financial Service, and mainly provides the services listed in the tables below.

The Payment segment, which accounts for the majority of the Group’s revenues, covers PayPay Co., Ltd. and PayPay Card Co., Ltd. The Group mainly provides QR code payments using smartphones and provides cashless payment methods to both users and merchants. For users, in addition to its original service “Balance Payment” (a QR code payment method requiring advance deposit), the Group has also launched “PayPay Card” (a physical credit card) since 2021 and “PayPay Credit” (a QR code payment method with a credit card function) since 2022, thereby offering services that accommodate all payment scenes and provide a consistent customer experience. In addition, for merchants, the Group provides sales promotion services such as “PayPay Coupons” and provides short-term funds such as “PayPay Funding.”

In the Financial Service segment, in addition to providing seamless financial services to users by offering various mini-apps on the PayPay app, the Group aims to further expand its business going forward through the consolidation of PayPay Bank Co., Ltd. and PayPay Securities Co., Ltd. as consolidated subsidiaries as of April 1, 2025.

Payment Segment

 

Main services provided		Primary service provider
Provision of QR code payment services		PayPay Corporation
Provision of person-to-person money transfer services		PayPay Corporation
Provision of services for paying bills for utility charges, taxes, etc. via the PayPay app		PayPay Corporation
Provision of PayPay Salary Receipt (digital salary payment) services		PayPay Corporation
Provision of multi-payment terminals to merchants		PayPay Corporation
Provision of marketing support tools to merchants		PayPay Corporation
Issuance of the credit card “PayPay Card” and provision of related services		PayPay Card Co., Ltd.
Provision of revolving payment services		PayPay Card Co., Ltd.
Provision of cashing services		PayPay Card Co., Ltd.

Financial Service Segment

 

Main services provided		Primary service provider
Provision of internet banking services		PayPay Bank Co., Ltd.
Provision of loan services (for individuals and for corporations/sole proprietors)		PayPay Bank Co., Ltd.
Provision of online securities trading services		PayPay Securities Co., Ltd.

 

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4. [Outline of associated companies]

As of March 31, 2025

 

Name

Address

Capital stock or investment

Main business activities

Percentage of voting rights owned (%) (Note 2)

Percentage of voting rights held by others (%) (Note 2)

Relationship

(Parent Companies)

SoftBank Group Corp. (Note 1)

Minato-ku, Tokyo

238,772 million yen

Holding company

100.0 (100.0

)

Two officers concurrently serve

SoftBank Corp. (Note 1) (Note 4)

Minato-ku, Tokyo

228,162 million yen

Telecommunications business

69.8 (63.9

)

One officers concurrently serve

LINE Yahoo Corporation (Note 1) (Note 4)

Chiyoda-ku, Tokyo

250,128 million yen

Telecommunications business

63.9 (57.9

)

One officer concurrently serves. Provides loans to the Company’s subsidiaries.

B Holdings Co., Ltd. (Note 4)

Chiyoda-ku, Tokyo

100 million yen

Holding company

57.9

Two officers concurrently serve

Other 3 companies

(Other Related Parties)

SVF II Piranha (DE) LLC (Note 4)

United States Delaware

1,746 million U.S. dollars (Note 5)

Investment fund

30.2

—

(Subsidiaries)

PayPay Card Co., Ltd. (Note 3) (Note 11)

Shinjuku-ku, Tokyo

100 million yen

Credit card business

100.0

—

PayPay India Private Limited

India Haryana

74 million yen

Information services

100.0 (0.0

)

—

PayPay Bank Co., Ltd. (Note 3) (Note 6) (Note 11)

Shinjuku-ku, Tokyo

72,217 million yen

Banking business

—

One officer concurrently serves

PayPay Securities Co., Ltd. (Note 7)

Shinjuku-ku, Tokyo

100 million yen

Securities business

35.0

—

PPSC Investment Service Co., Ltd.

Shinjuku-ku, Tokyo

10 million yen

Securities business

35.0 (35.0

)

—

Credit Engine Group Co., Ltd. (Note 8)

Minato-ku, Tokyo

100 million yen

Holding company

100.0

—

Credit Engine Co., Ltd. (Note 8)

Minato-ku, Tokyo

100 million yen

Information services

100.0 (100.0

)

—

LENDY Receivables Collection Co., Ltd.

Minato-ku, Tokyo

500 million yen

Receivables collection business

100.0 (100.0

)

—

Credit Engine Asia Pte Ltd (Note 9)

Singapore

108 million yen

Receivables collection business

100.0 (100.0

)

—

CE Asset Co., Ltd.

Minato-ku, Tokyo

45 million yen

Receivables collection business

100.0 (100.0

)

—

Other 7 companies

(Associates)

Total: 1 company (Note 10)

 

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(Note 1)

A company that files an Annual Securities Report.

 

(Note 2)

Parentheses in the “Percentage of voting rights owned or held” column indicate the indirect ownership percentage.

 

(Note 3)

This qualifies as a specified subsidiary.

 

(Note 4)

On April 10, 2025, the Company issued additional ordinary shares, which were subscribed for by SoftBank Corp., LINE Yahoo Corporation and SVF II Piranha (DE) LLC. In addition, on April 4, 2025, SVF II Piranha (DE) LLC exercised all of its first stock options of the Company and converted them into ordinary shares. After the completion of this series of transactions, the percentages of voting rights held by each company were 66.0% (58.0%) for SoftBank Corp., 58.0% (49.9%) for LINE Yahoo Corporation, 49.9% for B Holdings Co., Ltd., and 34.0% for SVF II Piranha (DE) LLC. For details, please refer to “Section 5 Financial Information, 1 Consolidated Financial Statements, Notes to Consolidated Financial Statements, 42. Significant Subsequent Events.”

 

(Note 5)

The amount of capital accepted is stated.

 

(Note 6)

The Company acquired 47.1% of the ordinary shares of PayPay Bank Co., Ltd. and all of the non-voting Series A preferred shares from Z Financial Co., Ltd. and Mitsui Sumitomo Insurance Co., Ltd. on April 11, 2025, and converted the non-voting Series A preferred shares of PayPay Bank Co., Ltd. into ordinary shares on April 28, 2025. For details, please refer to “Section 5 Financial Information, 1 Consolidated Financial Statements, Notes to Consolidated Financial Statements, 8. Business Combinations.”

 

(Note 7)

The Company acquired an additional 31.0% of the ordinary shares of PayPay Securities Co., Ltd. from SoftBank Corp. and LINE Yahoo Corporation on April 1, 2025. In addition, PayPay Securities Co., Ltd. issued additional ordinary shares effective April 1, 2025, all of which were subscribed for by the Company. For details, please refer to “Section 5 Financial Information, 1 Consolidated Financial Statements, Notes to Consolidated Financial Statements, 8. Business Combinations.”

 

(Note 8)

On April 1, 2025, Credit Engine Co., Ltd. was merged into the surviving company, its parent company Credit Engine Group Co., Ltd., as the extinct company, and Credit Engine Group Co., Ltd. changed its trade name to Credit Engine Co., Ltd. on the same date.

 

(Note 9)

The liquidation of Credit Engine Asia Pte Ltd was completed on September 1, 2025.

 

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(Note 10)

On September 16, 2025, the Company made a 40% investment in Binance Japan Co., Ltd., the Japanese subsidiary of the crypto asset exchange Binance, and treated it as an equity-method associate.

 

(Note 11)

Major profit and loss information, etc. of subsidiaries whose revenue (excluding internal revenue among consolidated companies) accounts for more than 10% of consolidated revenue is as follows.

 

		(million yen)
Major profit and loss information, etc.		PayPay Card Co., Ltd.				PayPay Bank Co., Ltd.
Revenue			86,729				49,658
Profit before income taxes			8,696				7,892
Net profit for the year			6,032				5,368
Net assets			62,842				131,860
Total assets			1,230,443				2,179,939

 

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5. [Company’s employees]

(1) Status of consolidated companies

 

		As of December 31, 2025
Name of segment		Number of employees (persons)
Payment Segment			3,484(468	)
Financial Service Segments			996(405	)
Total			4,460(873	)

 

(Note 1)

The number of employees is the number of persons employed, excluding those seconded from the Group to outside the Group and including those seconded to the Group from outside the Group.

 

(Note 2)

The figures in parentheses in the “Number of employees” column are the average number of temporary employees.

 

(Note 3)

Temporary employees include contract employees, continuous employment employees (employees rehired after retirement), temporary staff supplied by staffing agencies, and part-time workers.

(2) Status of the Company

 

								As of December 31, 2025
Number of employees (persons)				Average age (years)				Average years of service (years)				Average annual salary (thousand yen)
	2,012(171	)			37.2				2.9				10,083

 

(Note 1)

All employees belong to the “Payment Segment.”

 

(Note 2)

The number of employees is the number of persons employed, excluding those seconded from the Company to outside the Company and including those seconded to the Company from outside the Company.

 

(Note 3)

The figures in parentheses in the “Number of employees” column are the average number of temporary employees.

 

(Note 4)

Temporary employees include contract employees, continuous employment employees (employees rehired after retirement), temporary staff supplied by staffing agencies, and part-time workers.

 

(Note 5)

The average annual salary includes temporarily paid amounts and wages outside the standard, and is the average of the total amount paid to full-time employees for the period from April 1, 2024 to March 31, 2025.

(3) Status of labor unions

No labor union has been formed at the Company; however, labor-management relations have remained amicable.

 

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(4) Ratio of female workers in managerial positions, rate of male workers taking childcare leave, and gender pay gap of workers

 

The Company and consolidated subsidiaries		Ratio of female workers in managerial positions (%) (Note 1)				Rate of male workers taking childcare leave, etc.(%)				Gender pay gap of workers(%) (Note 1, 3)
										All workers				of which regular employees				of which non-regular employees
PayPay Corporation			16.4			Full-time employees: 55.1 Contract employees: 50.0		(Note 1)			74.8				77.7				96.3
PayPay Card Co., Ltd.			19.5			67.5		(Note 2)			75.3				74.6				78.0
PayPay Bank Co., Ltd.			15.4			Full-time employees: 20.0 Contract employees: 0.0		(Note 1)			72.2				73.8				53.1

 

(Note 1)

The actual results calculated based on the provisions of the “Act on Promotion of Women’s Participation and Advancement in the Workplace” (Act No. 64 of 2015) are stated.

 

(Note 2)

The actual results are stated, calculated as the ratio of taking childcare leave, etc. under Article 71-6, item (1) of the “Ordinance for Enforcement of the Act on Childcare Leave, Caregiver Leave, and Other Measures for the Welfare of Workers Caring for Children or Other Family Members” (Ministry of Labour Ordinance No. 25 of 1991), based on the provisions of the “Act on Childcare Leave, Caregiver Leave, and Other Measures for the Welfare of Workers Caring for Children or Other Family Members” (Act No. 76 of 1991).

 

(Note 3)

The gender pay gap of workers indicates the ratio of women’s average annual wages to men’s average annual wages.

 

(Note 4)

For each company, the relevant period is: the ratio of female workers in managerial positions is as of March 31, 2025, and both the rate of male workers taking childcare leave and the gender pay gap of workers are for the period from April 1, 2024 to March 31, 2025.

 

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Section 2. [Business status]

1. [Business management policy, business management environment, problems to be dealt with, etc.]

Matters relating to the future in the text are based on the judgments of the Group as of the filing date.

(1) Basic management policy of the Company

The Group is a platformer that drives social transformation with the power of technology and, in the areas of payments and finance, aims to become a digital financial platformer that is rooted in people’s lives like air or water and contributes to improving quality of life.

(2) Medium- to long-term management strategy of the Company

(i) Business environment

<Payment Business>

Although Japan’s payment market has traditionally tended to rely heavily on cash, the shift to cashless payments has rapidly progressed in recent years. In the “Cashless Vision” published by the Ministry of Economy, Trade and Industry in April 2018, a policy was set forth with the goal of raising the cashless payment ratio to 40% in 2025 and ultimately to 80% in the future. The cashless payment ratio in 2024 was 42.8%, and the original target was achieved ahead of schedule.

In addition, the Ministry of Economy, Trade and Industry established new indicators and interim targets in December 2025. Under the new indicators, the ratio in 2024 was 51.7%, and the interim targets include aiming for a 65% cashless payment ratio in 2030, thereby indicating a policy to further promote cashless payments.

Under such environment, the Company has led the shift to cashless payments as a leading company in the cashless market.

Another characteristic of Japan’s payment market is that payment methods are diverse compared with other countries. However, the share of payments made through the PayPay app in domestic cashless payments (based on the number of payment transactions) increased from 0.03% in 2018 to approximately 19% in 2024, thereby strengthening its presence as payment infrastructure.

<Financial Service Business>

In Japan, the total deposit balance of all banks nationwide as of the end of March 2025 was 1,176 trillion yen (year-on-year +1%), of which the deposit balance of the nine internet-only banks was 38 trillion yen (year-on-year +8%) (Note 1), showing high growth, but the share of the total remains small. In addition, the amount of assets under management of Japan’s securities companies reached 461 trillion yen in fiscal 2023 (year-on-year +31%), of which the amount of assets under management of the seven internet securities companies was 101 trillion yen as of the end of March 2025 (year-on-year +16%) (Note 2), and is expanding.

Thus, there is also a major trend toward digital shift in the banking and securities industries, and there remains significant potential for growth for internet banks and internet securities companies. In addition, backed by the government’s policy push to shift “from savings to investment,” demand for managing personal assets is increasing further.

Based on its huge and robust customer base in the Payment Business, the Company will view such social and institutional changes as further growth opportunities and will promote the expansion of a digital financial platform encompassing all financial services, including banking and securities.

 

(Note 1)

“Deposit Trends of Internet-only Banks” (June 5, 2025) published by the Shinkin Central Bank Research Institute for Regional and Small and Medium Enterprises. The nine internet banks refer to PayPay Bank Co., Ltd., Rakuten Bank, Ltd., SBI Sumishin Net Bank, Ltd., Daiwa Next Bank, Ltd., Sony Bank Inc., au Jibun Bank Corporation, GMO Aozora Net Bank, Ltd., UI Bank Co., Ltd. and Minna no Bank, Ltd.

 

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(Note 2)

Based on Nikkei Value Search prepared by Nikkei Inc. The seven internet securities companies refer to PayPay Securities Co., Ltd., SBI SECURITIES Co., Ltd., Rakuten Securities, Inc., Matsui Securities Co., Ltd., Mitsubishi UFJ eSmart Securities Co., Ltd., Monex, Inc. and GMO CLICK Securities, Inc.

(ii) Management strategy

(1) Increase in the number of users and improvement of engagement through marketing tailored to each business phase

Since its early days, the Company has developed marketing strategies according to each business phase and has realized an expansion in the number of users, an improvement in user engagement, and promotion of product usage across the entire platform.

Even in the QR code payment market, where the Company was a late entrant, it launched large-scale initiatives such as the “10 Billion Yen Giveaway Campaign” (December 2018 and February 2019), thereby acquiring millions of users in a short period of time. Thereafter, through continued large-scale campaigns such as the “Super PayPay Festival,” the Company has implemented targeted campaign measures aligned with products and user behavior. For example, since 2022, in connection with the launch of PayPay Credit, the Company has promoted usage of that product and sought to increase the transaction amount per user by introducing preferential measures for credit users. Similarly, since 2023, for users who have completed eKYC (electronic know-your-customer procedures) on the PayPay app, the Company has, for example, partially streamlined procedures at the time of opening accounts at PayPay Bank Co., Ltd. and PayPay Securities Co., Ltd. In addition, in December 2024, for depositors who hold deposits in both U.S. dollars and Japanese yen, the Company offered a deposit product called “Deposit Revolution,” under which both the U.S. dollar deposit amount and the corresponding amount of yen deposits bear interest at an annual rate of 2%, and a step-up interest rate is applied whereby deposit interest rates increase depending on the balance of yen ordinary deposits. Through these initiatives, the Company has enhanced user engagement and expanded its platform.

(2) Monetization through cross-selling

In the Payment Business, the Company leverages its registered user base of approximately 71 million (as of the end of September 2025) to increase transaction frequency and expand use of PayPay Credit, while, for merchants, it promotes cross-selling within the Payment Business by providing sales promotion services such as PayPay Coupons and PayPay Stamp Card.

In addition, the Payment Business and the financial services business are mutually complementary. Users of QR code payments tend to use financial services on the PayPay app, and users of financial services at PayPay Bank Co., Ltd. and PayPay Securities Co., Ltd. tend to increase their payment transaction volume on the PayPay app. In this way, each business is interconnected and contributes to improving revenue per user and lifetime value.

(3) Further increase in revenue through improvement of engagement

In the Payment Business, the Company believes that expansion of both PayPay MTU (PayPay Monthly Transaction Users. Note 3) and the monthly transaction amount per user will drive the growth of GMV (Gross Merchandise Value. Note 4). Because MTU is approximately 39 million compared with the approximately 71 million registered PayPay users as of the end of September 2025, the Company believes there is significant room for MTU growth. In addition, the Company aims to increase the monthly transaction amount per user by developing campaigns both offline and online, promoting integration of PayPay Card and QR code payments, and expanding high-value transactions and highly profitable transactions such as revolving payments, installment payments and cashing.

 

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In addition, the spread between Take Rate (Note 5) and Cost Rate (Note 6) is also an important indicator in the Payment Business. In the fiscal year ended March 2025, the Take Rate of the Payment Business was 1.61% and the Cost Rate was 1.42%. In recent years, initiatives to improve profitability have already made a certain degree of progress, such as an increase in the ratio of online payments, for which the Take Rate tends to be higher than for offline payments. In addition to increasing the proportion of online payments, the Company will seek to expand the spread between Take Rate and Cost Rate through measures such as increasing interest income from revolving payments and cashing, reducing funding costs, and improving efficiency through economies of scale.

 

(Note 3)

The number of users who, at least once a month, completed payments that contribute to PayPay balance or PayPay Credit transaction volume, excluding P2P (person-to-person money transfers) transactions and canceled transactions.

 

(Note 4)

The total amount paid (converted to Japanese yen), excluding canceled transactions, that was settled in the Group’s Payment Business and Financial Service Business.

 

(Note 5)

The figure obtained by dividing total revenue of the Payment Business by the GMV of that business (referring to the total of PayPay balance GMV, PayPay Credit GMV and PayPay Card GMV, excluding GMV relating to canceled transactions; the same shall apply hereinafter), and it indicates the efficiency by which GMV in the Payment Business contributes to the Group’s revenue.

 

(Note 6)

The figure obtained by dividing operating expenses of the Payment Business by the GMV of that business, and it indicates the efficiency of the Group’s costs for acquiring GMV in the Payment Business.

(4) Accelerating growth through integration of the platform

With the Payment Business as its core business, the Group has expanded horizontally into businesses related to cards, banking and securities, and aims to increase revenue over the medium to long term through integration of each business. In the card business, the number of active cards increased from approximately 9.10 million to approximately 15.20 million from the acquisition of PayPay Card Co., Ltd. in October 2022 through the end of September 2025. In the securities business, the number of accounts increased from approximately 0.50 million to approximately 1.47 million from when the Company became the largest shareholder of PayPay Securities Co., Ltd. in April 2023 through the end of September 2025, and in April 2025, the Company made PayPay Securities Co., Ltd. a consolidated subsidiary. Similarly, in April 2025, the Company made PayPay Bank Co., Ltd. a consolidated subsidiary, and it is proceeding with full-scale integration toward building a comprehensive financial platform.

With respect to lending operations in the banking business, the Company aims to expand NIM (Net Interest Margin. Note 7). The NIM in the banking business for the fiscal year ended March 2025 was a favorable level of 0.84%, and the Company will seek to expand NIM through measures such as improving the loan-to-deposit ratio and efficiently managing loan assets. In addition, with respect to deposit operations, as part of the “Deposit Revolution” launched in December 2024, the Company applies a high interest rate of 2% per annum (as of the end of September 2025) to yen and U.S. dollar ordinary deposits and, through the “Step-up Yen Deposit” introduced in March 2025, provides products under which the interest rate increases in steps depending on the balance. Through these initiatives, the Company will promote the expansion of the number of accounts and the average deposit balance per account.

 

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In addition, the Company utilizes transaction data and behavioral data of users in the Payment Business and has its own proprietary credit scoring model. The Group uses this credit scoring model to evaluate risks for revolving payments, cashing, factoring and other transactions, and going forward, the Group plans to further utilize this model in fields including consumer loans and merchant loans. In addition, based on this model, the Group will also consider expanding merchant loan products and applying the model to similar online loan services offered by PayPay Bank Co., Ltd.

 

(Note 7)

The figure obtained by dividing the net amount of interest income (the amount of interest received less the amount of interest paid) by the total amount of interest-bearing assets.

(5) Strengthening the stability of the Group’s systems

As a leading company in the cashless market, the Group aims to enrich and make people’s lives more convenient by providing users and merchants with efficient and highly convenient payment methods compared with cash payments, and works to maximize corporate value.

To achieve this goal, it is an issue that the Company must address to continue providing innovative yet highly secure services while flexibly responding to changes in the business environment. In particular, the Group believes it is important to provide innovative services that did not previously exist, mainly in the financial field, based on the Payment Business, and it is necessary to develop the measures as management strategy initiatives listed in “1 Management Policy, Business Environment and Issues to Be Addressed, etc., (2) Medium- to long-term management strategy of the Company” above.

In addition, it is necessary to enhance safety such as the stability of each system supporting the evolution and expansion of services, security frameworks, and fraud countermeasures. In November 2023, the Company was designated by the government as a “Specified Social Infrastructure Operator.” This means that the business of the Group is part of social infrastructure and that further strengthening of its framework is required. By implementing the measures below, the Group will continue to provide highly secure services and will work to further acquire users and merchants through gaining trust from society.

(i) Strengthening system stability

To strengthen system stability in the Payment Business and Financial Service Business, the Company implemented the initiatives listed below in fiscal 2024. Going forward, through the above initiatives to strengthen system stability, the Company will more accurately identify risks and will continue to provide a stable payment system by working with the system development department to consider and promote necessary measures.

 

(1)

Objective risk assessment and follow-up on countermeasures

From the perspectives of confidentiality, integrity and availability, the Company comprehensively analyzed the risks and countermeasures for each system and conducted objective risk assessments and follow-up on countermeasures.

 

(2)

Response in the event of wide-area disasters

The Company conducted training assuming the occurrence of wide-area disasters, thereby improving its ability to respond regarding decision-making and internal coordination for continuing services.

 

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(ii) Strengthening security

To strengthen security, in fiscal 2024 the Company conducted security initiatives focusing on the following three themes. Going forward, the Company will continue to implement more advanced security measures.

 

(1)

The Company conducted vulnerability assessments for PayPay Card Co., Ltd. and PayPay Securities Co., Ltd. to strengthen vulnerability detection initiatives at each group company. The Company will continue to conduct such vulnerability assessments on a periodic basis.

 

(2)

In order to reduce supply chain risks, the Company launched the “Outsourcing Management Enhancement Project” and strengthened ransomware countermeasures and a review of all outsourcing contracts.

 

(3)

In response to cyberattacks that have become more diverse and sophisticated, the Company strengthened security monitoring. In addition, through a threat-based penetration test (TLPT) conducted by an external security vendor, the Company confirmed through third-party verification that its monitoring capability has significantly improved.

(iii) Response to fraudulent activities

To allow users to use the PayPay app safely and securely, the Company implemented the initiatives listed below in fiscal 2024 as fraud countermeasures.

 

(1)

Measures against unauthorized use of the PayPay app by third parties

Unauthorized use of the PayPay app triggered by account takeovers was largely suppressed through improvements to the authentication function and enhanced monitoring.

However, phishing sites targeting such fraud have continued to occur, and attacks continue. Accordingly, the Company will continue to implement measures with the aim of preventing damage, and will also provide prompt relief to victims in cases where the Company is responsible.

 

(2)

Measures against criminal acts using the PayPay app

New fraudulent schemes increased, such as criminals having PayPay app users purchase fictitious goods on fake EC sites and, after not delivering the goods, under the false pretense that it is necessary in order to provide a refund, having the users operate the PayPay app and fraudulently transfer PayPay Money to the criminals. The Group analyzed the criminals’ methods, and deterred damage by providing a function to display warning messages in the app for high-risk transactions and, as necessary, imposing usage restrictions. The Group will continue to monitor changes in such methods and strengthen countermeasures.

 

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2. [Approach to sustainability and initiatives]

The Company’s approach and initiatives regarding sustainability are as follows. Matters relating to the future in the text are based on the judgments of the Group as of the filing date.

(1) Governance related to sustainability

Our Risk Management Department comprehensively manages risks across the entire Group based on the “Risk Management Regulations.” The department identifies various risks and opportunities, including sustainability-related ones, and analyzes and evaluates countermeasures based on factors such as likelihood of occurrence and potential impact. For material risks that could significantly impact the Group’s sustainable growth, the department collaborates with relevant departments and Group companies to monitor the status of responses and assess the effectiveness of countermeasures.

Furthermore, the Chief Risk Officer (CRO)/Chief Compliance Officer (CCO) chairs the Risk and Compliance Committee, which manages significant risks and opportunities. This committee comprises the President and Representative Director, CEO; Executive Vice Presidents; Managing Executive Officers; and other members appointed by the Chair. For major risks, the committee receives monthly reports on the status of responses and works to strengthen risk management based on the results of its discussions.

(2) Risk management related to sustainability

The Risk Management Department manages risks of the Group in an integrated manner based on the Risk Management Regulations. The Risk Management Department identifies risks and opportunities including those related to sustainability, and analyzes and evaluates responses thereto based on factors such as likelihood of occurrence and degree of impact. With respect to material risks that may affect the sustainable growth of the Group, the Company coordinates with relevant departments and group companies to grasp their status and monitors the effectiveness of responses.

In addition, the Risk and Compliance Committee, chaired by the Chief Risk Officer (CRO) / Chief Compliance Officer (CCO) and consisting of the Representative Director, President and CEO, the Executive Vice President, Senior Corporate Officers, and other members designated by the chair, manages important risks and opportunities. With respect to material risks, the status of responses is reported monthly at this committee, and the Company strives to strengthen risk management based on the results of such discussions.

<Governance and risk management framework related to sustainability>

 

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(3) Strategy and indicators and targets

The Company will promote sustainability activities based on SoftBank Group’s sustainability guidelines, the “SoftBank Group Sustainability Basic Policy,” in order to respond to expectations from stakeholders such as shareholders, creditors, customers, business partners, employees and local communities and contribute to the realization of a sustainable society.

As described above, as a result of conducting risk analysis, the Company has not identified any material sustainability-related risks and opportunities that may affect the management policies and management strategies, etc. of the consolidated companies over the short, medium and long term; therefore, there are no material strategies, indicators or targets to be disclosed at this time. However, in order to reconcile appropriate responses to social issues and the sustainable enhancement of corporate value, the Company is diligently considering the identification and review of materiality, based on requests from society and integrated risk analysis across the entire Group.

(4) Strategy and indicators and targets related to human capital

The Company regards the knowledge, skills, etc. of its employees as human capital and views this as an important management foundation that will lead to the medium- to long-term improvement of corporate value.

With respect to recruitment, the Company conducts “professional recruitment” and hires talented personnel regardless of nationality. In addition, the Company provides onboarding support to employees so that they can smoothly start both work and daily life. Furthermore, in order to facilitate collaboration among employees with diverse backgrounds, the Company has set Japanese and English as its internal official languages and has built a foundation for global communication.

In addition, in order to understand employees’ conditions and link such understanding to continuous improvement, the Company conducts a monthly monitoring surveys (pulse survey), and for the fiscal year, as of the end of October 2025, the average response rate was 91%.

With respect to its personnel system, based on Pay for Performance, the Company fairly evaluates employees’ performance and reflects the results in salary increases, etc., and has established a system to return benefits to employees in line with the Company’s growth.

 

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In addition, the Company conducts monthly compliance training regarding security, anti-money laundering measures, and relevant laws and regulations, etc., and works to foster organizational culture, enhance skills, and ensure employees’ health and safety. For the fiscal year, as of the end of October 2025, the participation rate in such training was 100%.

While the Company has the above policy, as of the filing date it has not set indicators and targets. Going forward, the Company will advance data collection and analysis of relevant indicators commensurate with the characteristics of the company’s business, set appropriate indicators and targets, and consider disclosure items in line with progress.

3. [Business-related risks, etc.]

Among the matters relating to the business operations, accounting, etc. described in the Registration Statement, the important risks that management recognizes may have a material impact on the consolidated companies’ financial condition, operating results and cash flows are as follows.

Matters relating to the future in the text are based on the judgments of the Group as of the filing date.

Risks related to the business of the Group

(1) Risks related to the growth of the Group

For the growth of the Group, expansion of the cashless payment market in Japan is indispensable; however, Japan has a low adoption rate of cashless payment services compared with other developed countries. The Japanese government and local governments have implemented measures to promote cashless payments, and these measures have contributed to the growth of the Group; however, due to factors such as the possibility that these measures will end in the future or that there will be no effective measures to further promote cashless payments, cashless adoption in Japan may not progress as the Group assumes. Similarly, the growth of the digital financial services market is important to the strategy of the Group; however, due to market saturation, insufficient capture of the needs of the elderly, etc., expansion of the digital financial services market may fall short of the Group’s expectations.

In addition, even if the cashless payment market and the digital financial services market in Japan expand smoothly, due to factors such as a shortage of management resources of the Group, intensified competition, changes in customer needs, or maturation of the corporate culture of the Group, the Group may not be able to maintain the business scale expansion and diversification that it has achieved to date.

If these risks materialize, they may adversely affect the operating results and financial condition of the Group.

(2) Risks related to acquisition and retention of users

For the growth of the Group, acquisition of new users and having existing users continuously use the services of the Group are important. However, in cases such as where the number of merchants or the industries of merchants are not maintained, the brand or social credibility of the Group is damaged, the convenience or economic rationality of the services does not improve, information security issues arise, or the marketing strategies of the Group do not succeed, acquisition of new users may not progress and the Group may not be able to increase the frequency of service usage by existing users, which may adversely affect the operating results and financial condition of the Group.

(3) Risks related to acquisition and retention of merchants

For the growth of the Group, it is important to maintain and acquire merchants that use the payment and financial services of the Group. However, due to factors such as a slowdown in the growth of the number of active users of the Group, a decline in the quality of the services of the Group or an increase in cost burdens on merchants, damage to the brand or social credibility of the Group, or a decline in sales capabilities for acquiring merchants or a decline in acquisition efficiency through agents, the Group may not be able to maintain and acquire merchants. In particular, in online transactions, which the Group will focus on going forward, if the Group is unable to meet the needs of merchants or competitors provide more attractive services, the number of merchants of the Group may fall short of the Group’s expectations.

 

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In addition, merchants tend to enter into contracts with multiple payment service providers and may request the Group to reduce payment fees, etc., or may prioritize other payment service providers or payment methods provided by the merchants themselves. If these risks materialize, they may adversely affect the operating results and financial condition of the Group.

(4) Risks related to PayPay Credit

As part of its growth strategy, the Company aims to expand GMV through the expansion of PayPay Credit. The Company has implemented various campaigns to expand PayPay Credit usage; however, there is a possibility that the number of credit card members who seek short-term incentives may increase, which may result in an increase in the cancellation rate and an increase in the cost of maintaining and increasing credit card members.

In addition, due to factors such as malfunctions of the PayPay app, a decline in the number of users, intensified competition, stagnation of the Japanese economy leading to a decrease in credit card usage and an increase in delinquency rates, or strengthening of regulations and the need to respond thereto, the operating results and financial condition of the Group may be adversely affected.

(5) Risks related to the ecosystem of the Company’s platform

In the payment and financial services business, competitiveness is enhanced by building an ecosystem integrated with other services such as EC and social networking services, and the competitiveness of the entire ecosystem affects business performance and growth. In the PayPay app, network effects are generated through the interaction between users and merchants, and through cooperation with related parties including LINE Yahoo Corporation and SoftBank Corp., the granting of PayPay points further promotes usage and forms an ecosystem centered on the PayPay app.

However, due to factors such as intensified competition, a decline in engagement of users and merchants, issues in collaboration with related parties, or an increase in costs to maintain and expand the ecosystem, there is a possibility that the economic value and attractiveness of the ecosystem centered on the PayPay app may decline, which may adversely affect the operating results and financial condition of the Group.

(6) Risks related to competition

The Group faces intense competition in the payment services with other cashless payment services, including other QR code payment services, contactless credit cards, transportation and retailer electronic money, etc. In the credit card business, the Group competes with existing and newly entering credit card companies, and in the financial services business, the Group competes with traditional Japanese financial institutions and emerging financial companies that provide services online. Competitors may have superior financial resources, more attractive pricing, stronger brand power, stronger customer relationships, or superior technology such as biometric authentication technology and artificial intelligence. If the Group loses its competitive advantage, the operating results and financial condition of the Group may be adversely affected.

 

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(7) Risks related to acquisitions, strategic investments, and new businesses

The Group has conducted many acquisitions and strategic investments in the past, and intends to continue to actively pursue acquisitions and strategic investments, primarily in financial services, in order to further enhance corporate value. However, there is no guarantee that the Group will be able to find appropriate targets or co-investors, or that it will be able to agree on terms favorable to the Group. Even if the Group is able to complete acquisitions, there is a possibility that integration will not progress smoothly and does not lead to enhancement of the Group’s competitiveness, that liabilities or issues that the Group did not recognize at the time of acquisition will materialize, that the Group will become subject to restrictions under financial laws and regulations, competition laws, etc., or that co-investors will withdraw, or that the Group acquires a company with large assets and liabilities relative to the Group’s size, which may adversely affect the operating results and financial condition of the Group.

In connection with the foregoing, the Company entered into a memorandum of understanding regarding a global and Japan strategic partnership with Visa Inc. (hereinafter, “Visa”), with the intention of holding discussions toward collaboration aimed at creating new cashless experiences in the United States and Japan, including the Group’s entry into the U.S. market and strengthening collaboration in the Group’s business in Japan. However, if discussions with Visa do not progress and the collaboration does not materialize, if collaboration is delayed or the scope of collaboration is reduced, if necessary permits and approvals cannot be obtained, or if the strengths that the Group has in Japan, such as merchant development and point programs, are not demonstrated in the United States, the business plan based on the strategic partnership that the Group envisages may not be achieved. In addition, even if such business plan progresses, it is expected that a substantial amount of upfront investment will be required over the medium to long term, and if the Company’s management resources are substantially diverted to business development in the United States, the Group’s results of operations and financial position may be adversely affected.

In addition, in September 2025, the Company acquired shares representing 40% of the total voting rights of Binance Japan Co., Ltd. , the Japanese subsidiary of Binance, which operates a global crypto asset exchange business, and treated it as an equity-method associate. The Company may acquire additional shares in Binance Japan Co., Ltd. in the future if the consent of Binance is obtained. However, the crypto asset exchange business has a high level of uncertainty due to factors such as volatility in the market prices of crypto assets and changes in regulations. In addition, if integration does not progress smoothly, the Company may not be able to realize the effects it expects, such as synergies, and the operating results and financial condition of the Group may be adversely affected.

(8) Credit risk

The Group aims to increase interest income through PayPay Card Co., Ltd. and the banking business, and is exposed to credit risk in which counterparties’ creditworthiness may decline and payments of loans and similar receivables may be delayed or defaulted.

The ability of borrowers to repay depends on factors such as their income and other debts, and there are limits to the Group’s ability to collect. Customers of PayPay Card Corporation and PayPay Bank Corporation are subject to credit screening when using services; however, there is no guarantee that such screening will be effective. In addition, the Group has changed its credit card screening criteria as part of its growth strategy, including improving approval rates, and this may increase credit exposure to higher-risk users and could lead to an increase in delinquency rates and defaults. If these risks materialize, credit risk may increase and the operating results and financial condition of the Group may be adversely affected.

(9) Financial market risk

Because the Group operates payment and financial services, it is strongly affected by financial market conditions, including interest rates and foreign exchange rates. The Group endeavors to maintain a balance between variable- interest and fixed-interest debt; however, if market interest rates change beyond expectations or if asset and liability management (ALM) is not appropriately implemented, the operating results and financial condition of the Group may be adversely affected.

 

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(10) Liquidity risk

The Group develops a wide range of services, including payment, credit card and lending services, and manages liquidity; however, if the Group is unable to appropriately respond to future business expansion, diversification of services, or fluctuations in financial market conditions, particularly with respect to the extension of credit by PayPay Card Co., Ltd. and PayPay Bank Co., Ltd., the Group may not be able to secure sufficient liquidity.

In such cases,if the Group raises additional funds through debt financing in order to ensure liquidity, interest expenses may increase significantly, the Group may become susceptible to changes in interest rates and covenants, financial covenants may be imposed, and its financial soundness may be impaired. In addition, if the Group raises funds through equity financing, existing shareholders may be diluted.

In addition, the Group’s ability to raise funds is influenced by financial market conditions and policy changes, and the Group may not be able to raise the required funds at desired times. If existing borrowings become due, the Group may also not be able to obtain external financing on similar terms in a timely manner.

If these risks materialize, the operating results and financial condition of the Group may be adversely affected.

(11) Risks related to the Japanese economy

Revenue from the Group’s payment services and financial services is significantly affected by overall trends in the Japanese economy arising from factors such as market risks including interest rate and foreign exchange fluctuations, international trade frictions and geopolitical risks.. In particular, if interest rates rise due to changes in the Bank of Japan’s monetary policy, consumption may be suppressed and the Group’s growth may be burdened. In addition, if the Japanese economy deteriorates, the operating results and financial condition of the Group may be adversely affected.

(12) Regulatory risk

The business of the Group is subject to regulations applicable to certain businesses, such as the Payment Services Act, the Installment Sales Act, the Act Regulating the Receipt of Contributions, Receipt of Deposits and Interest Rates, the Money Lending Business Act, the Interest Rate Restriction Act, the Banking Act, and the Financial Instruments and Exchange Act, and is also subject to general regulations such as those relating to personal information protection, consumer protection, anti-corruption, and prevention of transfer of criminal proceeds.

The Group has developed a system to comply with these regulations, etc.; however, if the Group violates such regulations, etc. despite such efforts, the Group may be subject to dispositions such as suspension of business or revocation of licenses or approvals by the authorities, which could hinder the Group’s business activities, and could also cause reputational damage and lead to claims for damages, which may adversely affect the operating results and financial condition of the Group.

(13) Risks related to fraudulent acts

In the business of the Group, many matters are handled on site by employees and external service providers; however, if fraudulent acts or human errors by such persons occur, or if leakage of personal information or confidential information occurs, the Group may be subject to liability for damages, and reputational damage or orders or dispositions by regulatory authorities may result.

 

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In addition, with respect to fraudulent payments made using the PayPay app, the Group provides refunds to users and makes payments to merchants in accordance with the Group’s compensation policy; however, if the amount of compensation borne by the Group increases in the future, the operating results and financial condition of the Group may be adversely affected.

(14) Risks related to financial reporting

The Company will be required to comply with Section 302 of the Sarbanes-Oxley Act of 2002 (hereinafter referred to as the “Sarbanes-Oxley Act”) (management’s certification regarding the appropriateness of financial reporting) in its first annual report to be filed with the U.S. Securities and Exchange Commission (SEC) (hereinafter referred to as “Form 20-F”). In addition, in its Form 20-F for the fiscal year ending March 2027, which is the fiscal year following the first Form 20-F submitted to the SEC, the Company will be required to comply with Section 404 of the Sarbanes-Oxley Act (management’s assessment of internal control), including the independent auditor’s attestation of the effectiveness of internal control over financial reporting.

In preparing the consolidated financial statements for the fiscal year ended March 31, 2025, the Company identified material weaknesses in internal control over financial reporting at its consolidated subsidiaries PayPay Bank Co., Ltd. and PayPay Securities Co., Ltd., which became consolidated subsidiaries in April 2025, with respect to the following control activities.

 

(i)

Controls to ensure the accuracy and completeness of information used in financial reporting processes at PayPay Bank Co., Ltd. and PayPay Securities Co., Ltd.

 

(ii)

Controls related to capitalization of intangible assets arising from software development at PayPay Bank Co., Ltd.

 

(iii)

Controls to evaluate the effectiveness of controls designed and operated by certain outsourced service providers used in financial reporting processes at PayPay Bank Co., Ltd.

 

(iv)

Controls related to privileged access to manage configuration and security within the IT systems of PayPay Securities Co., Ltd.

To remediate these material weaknesses, the Company, PayPay Bank Co., Ltd. and PayPay Securities Co., Ltd. have developed a remediation plan and are making improvements; however, there is no assurance that these efforts will remediate such weaknesses or prevent future material weaknesses in internal control over financial reporting.

If the Company or its independent auditor identifies new material weaknesses in internal control over financial reporting, the Company may need to restate past financial statements or may be unable to file its Form 20-F in a timely manner. This could cause investors to lose confidence in the Company’s reported financial information, the market price of the ADSs may decline, and the Company may be subject to lawsuits or regulatory action. In addition, if the Company is unable to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act, it may not be able to maintain the listing of its ADSs on Nasdaq.

(15) Risks related to securing officers and employees

The business of the Group depends on the knowledge and skills of key officers and employees. If these key officers or employees were to resign or otherwise become unable to perform their duties, and the Group is unable to secure replacement personnel in a timely manner, the operating results and financial condition of the Group may be adversely affected.

 

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In addition, in order to maintain and grow its business, the Group must recruit and train capable officers and employees and retain them. Competition for software engineers, etc. is intense, and the Group endeavors to improve incentives for key personnel through measures such as offering stock options. However, if the Group is unable to provide an attractive work environment and treatment compared with competitors, the Group may not be able to secure excellent personnel, which may adversely affect the operating results and financial condition of the Group.

(16) Risks related to intellectual property rights

The Group holds many patents and other intellectual property rights in Japan and overseas in the payment and financial fields, and such intellectual property rights are a strength that supports the provision of cutting-edge and innovative services. However, there is a possibility that the Group will not be able to prevent illegal use by competitors and others, and if litigation becomes necessary, the Group may incur substantial costs and could receive an unfavorable judgment or decision. In addition, the Group may be subject to lawsuits alleging infringement of the intellectual property rights of third parties, and this risk may increase as the Group expands its business. If these risks materialize, the operating results and financial condition of the Group may be adversely affected.

(17) System-related risks

The systems constituting the platform “PayPay,” including systems provided by third parties, may become unable to function properly due to factors such as hardware or software failures, defects, sudden increases in transaction volume, cyberattacks, human error, natural disasters, or accidents. In addition, as the services provided by the Group expand and become more complex, the risk of such system failures may increase.

If these risks materialize, stable provision of services may become difficult, which may result in a decrease in the number of users and merchants, damage to the Group’s brand, and may adversely affect the operating results and financial condition of the Group.

(18) Risks related to dependence on third parties

In its business operations, the Group receives hardware, software, cloud services and other services from suppliers and business partners. If these suppliers and business partners change their contract conditions in a manner unfavorable to the Group, or are unable to provide the required products or services, the Group may not be able to secure alternative suppliers or partners, which could impede the continuation of the Group’s business operations. Even if alternatives can be secured, the Group may incur additional costs and may need to make operational changes, which may adversely affect the operating results and financial condition of the Group.

In addition, the payment services of the Group are used on platforms and in online commerce operated by third parties, and the Group must meet the requirements and standards specified by such third parties. If these requirements and standards are changed in a manner unfavorable to the Group, the Group may incur costs to respond thereto or may have transaction qualifications revoked, which may adversely affect the operating results and financial condition of the Group.

(19) Risks related to personal information and data protection

The Group holds large volumes of data, including users’ personal information and highly sensitive credit information. The Group complies with applicable laws and regulations and endeavors to implement appropriate security measures; however, there is no guarantee that leakage, tampering, or unauthorized use of such information will not occur due to system failures, security breaches, or other causes. If such incidents occur, it may become difficult for the Group to acquire and retain users and merchants, reputational damage may occur, and the Group may be subject to orders or dispositions by regulatory authorities, which may adversely affect the operating results and financial condition of the Group.

 

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(20) Risks related to brand and reputation

The PayPay brand and reputation are important for the Group’s business. However, if negative information concerning the PayPay app or the Group spreads, or if violations by the Group or related persons occur, trust in the Group’s brand or reputation, or the soundness of the Group’s services, may be impaired, which may adversely affect the operating results and financial condition of the Group.

(21) Risks related to reorganization within the Group and relationships with other shareholders

In April 2025, the Company made PayPay Bank Co., Ltd. and PayPay Securities Co., Ltd. consolidated subsidiaries. The integration of these companies into the Group is complex and time-consuming, and due to factors such as mismatch with user needs, system failures arising from integration, strengthening of regulations and the need to respond thereto, or turnover of employees, the Group may not be able to realize the effects expected from making these companies consolidated subsidiaries.

In addition, other shareholders exist in PayPay Bank Co., Ltd., PayPay Securities Co., Ltd. and PayPay SC Co., Ltd. If coordination with such other shareholders is unsuccessful, these companies may not be able to make decisions quickly and efficiently, and disputes may arise, or the shareholding composition may change due to differences in policies between the Group and these other shareholders. If these risks materialize, the operating results and financial condition of the Group may be adversely affected.

(22) Risks related to major shareholders

Even after completion of this offering, B Holdings Co., Ltd., SVF II Piranha (DE) LLC, SoftBank Corp. and LINE Yahoo Corporation will hold a substantial number of shares of the Company, and may influence important corporate decisions of the Company. In addition, as long as the Company is a consolidated subsidiary of LINE Yahoo Corporation, the Company is required to obtain the prior written approval of B Holdings Co., Ltd., which has the right to nominate a majority of the directors of LINE Yahoo Corporation, when conducting certain actions such as issuing shares or transferring assets. The interests of these major shareholders may not be aligned with the interests of the Company’s general shareholders.

Risks related to the ADSs

(23) Risks related to the trading market for the ADSs

The Company has applied to list the ADSs on the Nasdaq Stock Market (“Nasdaq”); however, there is no guarantee that the Company will be able to maintain its listing after this offering. In addition, the trading volume of the ADSs may be limited, which may adversely affect the market price and liquidity of the ADSs. The initial public offering price of the ADSs will be determined by negotiations between the underwriters, the selling shareholders and the Company, but there is no guarantee that the trading price of the ADSs after this offering will not fall below the initial public offering price. If the trading price falls below the initial public offering price, the economic value of holdings of ADS holders may be adversely affected.

 

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(24) Risks related to foreign exchange fluctuations relating to the ADSs

The Company converts amounts in Japanese yen into foreign currencies including U.S. dollars based on market exchange rates. The Japanese yen fluctuates against the U.S. dollar, and the exchange rate between the Japanese yen and the U.S. dollar is affected by various factors such as changes in global political and economic conditions and may fluctuate significantly and unpredictably.

After being listed on Nasdaq, the ADSs will be traded in U.S. dollars. Therefore, if the Japanese yen appreciates against the U.S. dollar, the economic value of the ADSs in Japanese yen may decline.

(25) Restrictions on rights of ADS holders

ADS holders are not shareholders under the Companies Act, and therefore cannot directly exercise the rights of shareholders, such as voting rights, receiving dividends, or bringing lawsuits. ADS holders will need to exercise such rights through the Depositary.

However, ADS holders may not be able to receive information in order to exercise shareholder rights, through the Depositary or provide instructions in a timely manner. In addition, even if ADS holders provide instructions, the Depositary may not perform such instructions properly. In particular, with respect to voting rights, if instructions for exercising rights are not given in a timely manner, except for certain limited exceptions, under the deposit agreement, the Depositary is to grant proxy authority to the Company to exercise voting rights at shareholders’ meetings with respect to the ordinary shares underlying the ADSs in principle, and therefore voting rights may be exercised in a manner contrary to the intentions of ADS holders.

(26) Risks related to foreign private issuer status under U.S. securities laws

The Company currently qualifies as a foreign private issuer under U.S. securities laws and is therefore eligible for certain accommodations regarding reporting obligations and corporate governance requirements. However, if the Company fails to continue to meet the requirements to qualify as a foreign private issuer, it will lose such status. If the Company loses foreign private issuer status, it will become subject to reporting obligations and regulations similar to those applicable to U.S. domestic issuers, including the requirement to prepare consolidated financial statements for all past and future periods in accordance with U.S. GAAP (accounting principles generally accepted in the United States). In such case, compliance costs and administrative burdens may increase, which may adversely affect the operating results and financial condition of the Group.

(27) Tax-related risks for the ADSs

The ADSs are U.S. depositary shares issued based on ordinary shares of a Japanese joint-stock company, but the ADSs will be listed only on Nasdaq. In Japan, while a securities registration statement will be filed and sales to domestic investors will also be conducted, the ADSs will not be listed on Japan’s domestic financial instruments exchanges. To the Company’s knowledge, there has been no past case of such an arrangement, and therefore there is no definitive precedent regarding the tax treatment of the ADSs in Japan.

With respect to the tax treatment of the ADSs, the Company believes that the tax treatment is as described in “Part I Securities Information, Section 2 Information on the Securities Information on the ADSs, (4) Tax Treatment in Japan,” but the Japanese tax authorities may take a different view from the Company’s assumptions. However, if the Japanese tax authorities take a different view, the actual tax treatment may differ. In addition, if, as an operational practice, withholding tax in excess of the amount required is imposed on dividends paid to ADS holders, ADS holders may be required to undertake procedures at their own expense and responsibility in order to obtain a refund.

 

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Accordingly, each investor should consult his or her own tax advisor and carefully consider the tax treatment, including capital gains and losses, dividends, etc.

4. [Management’s discussion and analysis of financial position, operating results, and cash flow status]

(1) Overview of Operating Results, etc.

An overview of the financial position, operating results and cash flow status of the Group (hereinafter, “Operating Results, etc.”) is as follows.

(i) Financial Positionand Operating Results

Seventh Consolidated Fiscal Year (from April 1, 2024 to March 31, 2025)

During the consolidated fiscal year, the Japanese economy showed a generally gradual recovery, with signs of improvement in personal consumption and employment conditions, although it is necessary to pay attention to the increasing downside risks to the economy due to factors such as the continuation of high interest rate levels in Europe and the United States and the impact of future policy trends in the United States.

The cashless market in Japan, in which the Company provides services, has continued to expand, and according to a survey by the Ministry of Economy, Trade and Industry, the cashless payment ratio for the period from January to December 2024 reached 42.8%, achieving ahead of schedule the government target of “aiming for a cashless payment ratio of around 40% by 2025.”

Against this backdrop, the Group, as a leading company in the cashless market in Japan, has achieved expansion in the use of QR code payments, which are a new cashless payment method, by both “PayPay” users and merchants. The number of registered users of “PayPay” reached 68.38 million as of the end of March 2025, expanding to account for approximately 70% of the domestic smartphone population (Note).

 

(Note)

Calculated by multiplying the smartphone ownership ratio (age 6 and above) in the Ministry of Internal Affairs and Communications “Results of the FY2023 Survey on the Usage of Telecommunications” (as of the end of August 2023) (released June 7, 2024) by the total population of Japan (age 6 and above).

The Group has built a digital finance platform that can provide, on a one-stop basis, a variety of financial services including savings, borrowing and investment, starting from easy-to-use payment services, with the aim of improving and enriching the convenience of daily life for consumers and businesses. Payment services contribute to broad user engagement through transaction frequency, and financial services deepen and accelerate user engagement through cross-selling and continued use. These function as pillars of an ecosystem that complements each other and form the foundation of the Group’s user engagement strategy.

As a result, for the consolidated fiscal year, the Group’s total operating revenue was ¥299,078 million (an increase of 17.5% year-on-year), operating profit was ¥35,510 million (compared to operating profit of ¥11 million in the previous fiscal year), and profit attributable to owners of the parent was ¥36,170 million (compared to a net loss of ¥3,350 million in the previous fiscal year).

Results by segment are as follows.

(Payment Segment)

In the Payment Segment, performance grew strongly due to growth in both the average payment amount and the number of payments.

 

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With respect to the average payment amount, in order to promote the use of credit payments, which have a higher average payment amount compared to balance payments, in the PayPay Scratch Lottery of the “Super PayPay Festival” we changed the mechanism so that the probability of winning increases when paying with PayPay Credit, and we also aired television commercials promoting credit payments. With respect to the number of payments, as a result of efforts to expand usage opportunities, such as continuously expanding the number of merchants including online services and enabling donations and offertory payments, the number of payments from January to December 2024 reached 7.46 billion, expanding to account for approximately one in five of all cashless payments in Japan.

As a result, operating revenue in the Payment Segment was ¥248,254 million (an increase of 17.5% year-on-year), and segment profit was ¥30,356 million (compared with a segment loss of ¥3,777 million in the previous fiscal year).

(Financial Services Segment)

The Financial Services Segment has been supported mainly by PayPay Bank Corporation and PayPay Securities Corporation, and both services have steadily increased the number of accounts, leveraging the strength of their one-stop services with the PayPay app as the entry point. In particular, at PayPay Bank Corporation, the number of bank accounts reached 8.9 million, spurred by initiatives such as the “Deposit Revolution” campaign, which includes the “Step-Up Yen Deposit” that raises interest rates stepwise depending on balances for individual users.

As a result, operating revenue in the Financial Services Segment was ¥53,640 million (an increase of 16.1% year-on-year), and segment profit was ¥5,154 million (an increase of 36.1% year-on-year).

The financial positionis as follows.

(Assets)

Total assets at the end of the consolidated fiscal year increased by ¥235,723 million compared to the end of the previous consolidated fiscal year, to ¥4,042,105 million. This was mainly due to increases such as an increase in loans of ¥399,055 million, an increase in securities of ¥306,591 million and an increase in goodwill of ¥5,238 million, etc.

(Liabilities)

Total liabilities at the end of the consolidated fiscal year increased by ¥203,243 million compared to the end of the previous consolidated fiscal year, to ¥3,818,374 million. This was mainly due to factors such as an increase in deposits received of ¥249,362 million and an increase in trade and other payables of ¥140,948 million, while borrowings, etc. decreased by ¥203,640 million.

(Equity)

Equity at the end of the consolidated fiscal year amounted to ¥223,731 million, an increase of ¥32,480 million compared to the end of the previous consolidated fiscal year. This was mainly due to an increase in retained earnings as a result of recording profit attributable to owners of the parent of ¥36,170 million for the consolidated fiscal year.

 

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Eighth Interim Consolidated Accounting Period (from April 1, 2025 to September 30, 2025)

For the interim consolidated period, the Group’s total operating revenue was ¥178,632 million (an increase of 27.5% year-on-year), operating profit was ¥36,452 million (an increase of 154.4% year-on-year), and profit attributable to owners of the parent was ¥83,097 million (an increase of 494.1% year-on-year).

Results by segment are as follows.

(Payment Segment)

Operating revenue in the Payment Segment was ¥147,306 million (an increase of 26.7% year-on-year), and segment profit was ¥31,525 million (an increase of 162.1% year-on-year).

(Financial Services Segment)

Operating revenue in the Financial Services Segment was ¥32,200 million (an increase of 27.1% year-on-year), and segment profit was ¥4,927 million (an increase of 114.3% year-on-year).

The financial positionis as follows.

(Assets)

Total assets at the end of the interim consolidated period increased by ¥587,972 million compared to the end of the previous consolidated fiscal year, to ¥4,630,077 million. This was mainly due to increases such as an increase in securities of ¥275,975 million and an increase in loans of ¥166,975 million, etc.

(Liabilities)

Total liabilities at the end of the interim consolidated period increased by ¥509,079 million compared to the end of the previous consolidated fiscal year, to ¥4,327,453 million. This was mainly due to increases such as an increase in deposits received of ¥345,206 million and an increase in borrowings, etc. of ¥147,185 million, etc.

(Equity)

Equity at the end of the interim consolidated period increased by ¥78,893 million compared to the end of the previous consolidated fiscal year, to ¥302,624 million. This was mainly due to an increase in retained earnings as a result of recording profit attributable to owners of the parent of ¥83,097 million for the interim consolidated period.

Eighth Third Quarter Cumulative Consolidated Period (from April 1, 2025 to December 31, 2025)

For the cumulative third quarter period, the Group’s total operating revenue was ¥278,478 million (an increase of 26.3% year-on-year), operating profit was ¥61,008 million (an increase of 116.5% year-on-year), and profit attributable to owners of the parent was ¥101,521 million (an increase of 283.3% year-on-year).

Operating results by segment are as follows.

(Payment Segment)

Operating revenue in the Payment Segment was ¥229,003 million (an increase of 24.9% year-on-year), and segment profit was ¥51,034 million (an increase of 111.3% year-on-year).

 

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(Financial Services Segment)

Operating revenue in the Financial Services Segment was ¥51,204 million (an increase of 30.4% year-on-year), and segment profit was ¥9,974 million (an increase of 147.4% year-on-year).

Financial positionis as follows.

(Assets)

Total assets at the end of the third quarter increased by ¥1,130,058 million compared to the end of the previous consolidated fiscal year, to ¥5,172,163 million. This was mainly due to an increase in securities of ¥530,497 million and an increase in loans receivable of ¥397,571 million, etc.

(Liabilities)

Liabilities at the end of the third quarter increased by ¥1,033,560 million compared to the end of the previous consolidated fiscal year, to ¥4,851,934 million. This was mainly due to an increase in deposits received of ¥595,052 million and an increase in trade and other payables of ¥261,428 million, etc.

(Equity)

Equity at the end of the third quarter increased by ¥96,498 million compared to the end of the previous consolidated fiscal year, to ¥320,229 million. This was due to an increase in retained earnings as a result of recording profit attributable to owners of the parent of ¥101,521 million in the cumulative third quarter period.

(ii) Status of Cash Flows

Seventh Consolidated Fiscal Year (from April 1, 2024 to March 31, 2025)

Cash and cash equivalents at the end of the consolidated fiscal year decreased by ¥374,512 million compared with the end of the previous consolidated fiscal year, to ¥369,811 million. The status and factors of each cash flow for the consolidated fiscal year are as follows.

(Cash Flows from Operating Activities)

Cash flows from operating activities were an inflow of ¥155,849 million (compared with ¥49,975 million in the previous fiscal year). This was mainly due to an increase in deposits received and an increase in trade and other payables, etc.

(Cash Flows from Investing Activities)

Cash flows from investing activities were an outflow of ¥319,977 million (compared with ¥273,383 million in the previous fiscal year). This was mainly due to outflows for purchases of securities and purchases of intangible assets, etc.

(Cash Flows from Financing Activities)

Cash flows from financing activities were an outflow of ¥210,325 million (compared with an inflow of ¥107,930 million in the previous fiscal year). This was mainly due to outflows from net decreases in short-term borrowings and repayment of long-term borrowings, etc.

 

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Eighth Interim Consolidated Accounting Period (from April 1, 2025 to September 30, 2025)

Cash and cash equivalents at the end of the interim consolidated period increased by ¥16,772 million compared with the end of the previous consolidated fiscal year, to ¥386,583 million. The status and factors of each cash flow for the interim consolidated period are as follows.

(Cash Flows from Operating Activities)

Cash flows from operating activities were an inflow of ¥127,571 million (compared with ¥70,422 million in the previous interim period). This was mainly due to deposits received and an increase in trade and other payables, etc.

(Cash Flows from Investing Activities)

Cash flows from investing activities were an outflow of ¥244,364 million (compared with ¥160,930 million in the previous interim period). This was mainly due to outflows for purchases of securities and purchases of investments accounted for using the equity method, etc.

(Cash Flows from Financing Activities)

Cash flows from financing activities were an inflow of ¥133,584 million (compared with an outflow of ¥62,513 million in the previous interim period). This was mainly due to inflows from long-term borrowings and issuance of shares, etc.

Eighth Third Quarter Cumulative Consolidated Period (from April 1, 2025 to December 31, 2025)

Cash and cash equivalents at the end of the third quarter increased by ¥136,419 million compared to the end of the previous consolidated fiscal year, to ¥506,230 million. The status and major factors of each cash flow for the cumulative third quarter period are as follows.

(Cash Flows from Operating Activities)

Cash flows from operating activities were an inflow of ¥465,814 million (¥302,004 million in the same period of the previous year). This was mainly due to an increase in deposits received and an increase in trade and other payables, etc.

(Cash Flows from Investing Activities)

Cash flows from investing activities were an outflow of ¥483,942 million (¥238,518 million in the same period of the previous year). This was mainly due to the acquisition of securities and the acquisition of intangible assets.

(Cash Flows from Financing Activities)

Cash flows from financing activities were an inflow of ¥154,500 million (net cash used of ¥116,829 million in the same period of the previous year). This was mainly due to proceeds from long-term borrowings and proceeds from issuance of shares, etc.

(iii) Production, Orders Received and Sales Results

a. Production Results

Due to the nature of the services provided, the businesses conducted by the Group are not suited to disclosure of production results; therefore, such disclosure is omitted.

 

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b. Orders Received

Due to the nature of the services provided, the businesses conducted by the Group are not suited to disclosure of orders received; therefore, such disclosure is omitted.

c. Sales Results

Sales results of the Group for the seventh consolidated fiscal year and the eighth third quarter cumulative consolidated period, by segment, are as follows.

 

Segment Name		Seventh Consolidated Fiscal Year (from April 1, 2024 to March 31, 2025)								Eighth Interim Consolidated Accounting Period (from April 1, 2025 to September 30, 2025)								Eighth Third Quarter Cumulative Consolidated Period (from April 1, 2025 to December 31, 2025)
		Amount (JPY million)				Year-on-year change (%)				Amount (JPY million)				Year-on-year change (%)				Amount (JPY million)				Year-on-year change (%)
Payment Segment			248,254				117.5				147,306				126.7				229,003				124.9
Financial Services Segment			53,640				116.1				32,200				127.1				51,204				130.4
Adjustments			(2,816	)			—				(874	)			—				(1,729	)			—
Total			299,078				117.5				178,632				127.5				278,478				126.3

(2) Analysis and Discussion of Operating Results, etc. from Management’s Perspective

Management’s understanding, analysis and discussion of the status of the Group’s Operating Results, etc. are as follows.

Statements regarding future matters in this document are based on judgments as of the filing date of this Securities Registration Statement, and do not guarantee their achievement.

(i) Significant Accounting Policies and Estimates

The consolidated financial statements of the Group have been prepared in accordance with IFRS. The significant accounting policies adopted in the preparation of these financial statements are as described in “Part V Status of accounting 1 Consolidated Financial Statements, etc. (1) Consolidated Financial Statements Notes to the Consolidated Financial Statements Note 4. Significant Accounting Policies.”

The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported financial position, operating results and cash flows as of the reporting date. The Group makes estimates and assumptions based on premises it considers reasonable in light of past results and circumstances; however, if the assumptions or subsequent circumstances change, actual results may differ from these estimates.

(ii) Management’s Understanding, Analysis and Discussion of Operating Results, etc.

a. Analysis of Operating Results

 

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Seventh Consolidated Fiscal Year (from April 1, 2024 to March 31, 2025)

(Operating Revenue)

Operating revenue for the consolidated fiscal year was ¥299,078 million (an increase of 17.5% year-on-year). This was mainly due to steady revenue growth from PayPay Balance payments and an increase in interest income in the Financial Services Segment, etc.

(Operating Expenses and Operating Profit)

Operating expenses for the consolidated fiscal year were ¥263,568 million (an increase of 3.5% year-on-year). This was mainly due to increases in point expenses, payment-related expenses and personnel expenses, etc. As a result, operating profit was ¥35,510 million (an increase of 322,718.2% year-on-year).

(Profit Attributable to Owners of the Parent)

As a result of the foregoing, profit attributable to owners of the parent was ¥36,170 million (compared with a net loss of ¥3,350 million in the previous fiscal year).

Eighth Interim Consolidated Accounting Period (from April 1, 2025 to September 30, 2025)

(Operating Revenue)

Operating revenue for the interim consolidated period was ¥178,632 million (an increase of 27.5% year-on-year). This was mainly due to revenue expansion in QR code payments and physical card payments driven by strong performance in online payments and an increase in interest income in the Financial Services Segment, etc.

(Operating Expenses and Operating Profit)

Operating expenses for the interim consolidated period were ¥142,180 million (an increase of 13.1% year-on-year). This was mainly due to increases in point expenses, payment-related expenses and interest expenses, etc. As a result, operating profit was ¥36,452 million (an increase of 154.4% year-on-year).

(Profit Attributable to Owners of the Parent)

As a result of the foregoing, profit attributable to owners of the parent was ¥83,097 million (an increase of 494.1% year-on-year).

Eighth third quarter cumulative consolidated period (from April 1, 2025 to December 31, 2025)

(Operating Revenue)

Operating revenue for the cumulative third quarter period was ¥278,478 million (an increase of 26.3% year-on-year). This was mainly due to strong performance in QR code payments and physical card payments and expansion of the Financial Services Segment.

(Operating Expenses and Operating Profit)

Operating expenses for the cumulative third quarter period were ¥217,470 million (an increase of 13.1% year-on-year). This was mainly due to increases in point expenses, interest expense and payment-related expenses, etc. As a result, operating profit was ¥61,008 million (an increase of 116.5% year-on-year).

 

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(Profit Attributable to Owners of the Parent)

As a result of the above, profit attributable to owners of the parent was ¥101,521 million (an increase of 283.3% year-on-year).

b. Analysis of Financial Position

The financial positionof the Group is as described in “Part II Business status 4 Management’s discussion and analysis of financial position, operating results, and cash flow status (1) Overview of Operating Results, etc.

(i) Financial Position and Operating Results.”

(iii) Analysis of Sources of Capital and Liquidity

While using cash flows from operating activities as its primary source of funds, the Group flexibly utilizes external funding methods such as bank borrowings and securitization of receivables. As of the filing date, the Group secures a one-week liquidity buffer sufficient to withstand short-term funding needs (primarily increased payments in the Payment Segment), and secures readily available liquidity consisting of cash and cash equivalents and unused portions of securitization facilities.

In addition, most of the cash and deposits held by the Group’s bank subsidiaries correspond to customer deposits, and the Company appropriately complies with capital adequacy ratios and liquidity-related regulations and maintains the necessary capital and liquidity at all times. In the securities business as well, the Company holds deposits received from customers; however, these are customer assets (subject to segregation management), and the Company secures regulatory capital and liquidity required for our securities subsidiaries in the Group.

In addition, the Group expects, on a group-wide basis, that personnel expenses, advertising and promotional expenses, capital expenditures related to software development and investment funds for business expansion will be the primary uses of funds. In principle, these will be funded by cash flows from operating activities and existing cash on hand, and external funding methods such as bank borrowings will be utilized as necessary.

(iv) Factors That Have a Material Impact on Operating Results

Factors that have a material impact on the operating results of the Group are as described in “3 Business-related risks, etc.”

(v) Objective Indicators, etc. for Assessing Achievement of Management Policies/Strategies and Management Goals

As objective indicators for assessing the achievement of management goals, the Group uses Total GMV (Total Gross Merchandise Value; Note 1) and PayPay MTU.

These indicators comprehensively reflect the scale of service usage and user engagement, and the Group positions them as important indicators for objectively evaluating its growth and profitability.

The progress of each indicator is as shown below, and the Group believes that they have been performing solidly to date. The Group intends to continue to improve these indicators while maintaining past growth rates, but has not set specific target values.

 

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		Sixth Consolidated Fiscal Year (from April 1, 2023 to March 31, 2024)				Seventh Consolidated Fiscal Year (from April 1, 2024 to March 31, 2025)				Eighth Interim Consolidated Accounting Period (from April 1, 2025 to September 30, 2025)				Eighth Third Quarter Cumulative Consolidated Period (from April 1, 2025 to December 31, 2025)
Total GMV (JPY trillion)			12.7				15.7				9.2				14.3
PayPay MTU (million) (Note 2)			33.2				37.2				38.9				40.0

 

(Note 1)

Total GMV is defined as the total of PayPay Balance GMV, PayPay Credit GMV, PayPay Card GMV and PayPay Bank Visa Debit Card GMV, excluding the GMV of cancelled transactions.

PayPay Balance GMV is defined as payments made using PayPay Balance, PayPay Debit, PayPay Balance Card, other credit card payments linked to the PayPay app and payments made through PayPay code payments via other payment services and networks such as Alipay+ and HIVEX^®, excluding top-ups to PayPay Balance with PayPay Card and excluding the GMV of cancelled transactions.

PayPay Credit GMV is defined as payments made using PayPay Credit, top-ups to PayPay Balance made using PayPay Card and GMV made by linking a PayPay Card to the PayPay app without linking a PayPay account, excluding the GMV of cancelled transactions.

PayPay Card GMV is defined as payments made using PayPay Card (physical card), excluding top-ups to PayPay Balance with PayPay Card and excluding the GMV of cancelled transactions.

PayPay Bank Visa Debit Card GMV is defined as payments made using PayPay Bank Visa Debit Card (physical card) and cardless Visa debit transactions (for individual and corporate use), excluding the GMV of PayPay Debit, cash withdrawals from ATMs when using cash card functions and excluding the GMV of cancelled transactions.

 

(Note 2)

These are actual figures as of the end of the period, not cumulative year-to-date figures.

 

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5. [Material contracts, etc. for business management]

(Execution of the “Agreement on Company Operations” with B Holdings Co., Ltd.)

The Company entered into an agreement with B Holdings Co., Ltd., a shareholder of the Company, which includes an agreement requiring the prior consent of B Holdings Co., Ltd. for matters to be resolved at a general meeting of shareholders or a meeting of the board of directors.

The details of the agreement, etc. are as follows.

(1) Overview of the Agreement

 

Date of Execution		June 16, 2023
Name of Agreement		Agreement on Company Operations
Counterparty Name		B Holdings Co., Ltd.
Counterparty Address		1-3 Kioicho, Chiyoda-ku, Tokyo
Details of Agreement		If the Company intends to conduct any of the following actions, it must obtain prior written consent from B Holdings Co., Ltd.   • Transfer, assignment, succession, creation of security interests or other disposition of shares, other assets or businesses held by the Company or its consolidated subsidiaries to third parties other than the Company and its subsidiaries, where such shares, assets or businesses account for one-fifth or more of total consolidated book-value assets at the end of the most recent fiscal year.   • Issuance by the Company of new shares, stock acquisition rights or bonds with stock acquisition rights (including disposal of treasury shares or treasury stock acquisition rights), or other actions of the Company accompanied by the granting of rights that are convertible into, or enable acquisition of, shares of the Company, which would result in the voting rights ratio of B Holdings Co., Ltd. in the Company becoming 50% or less on a fully diluted basis.

(2) Purpose of the Agreement

The purpose is to secure and enhance group governance and operations, etc. with respect to the Company.

(3) Consideration by the Board of Directors and Other Process Leading to the Decision-Making on the Agreement within the Company, and the Impact of the Agreement on the Corporate Governance of the Filing Company

At the meeting of the board of directors held on June 15, 2023, after careful deliberation and consideration taking into account professional advice provided by the Company’s financial advisor regarding the execution of this agreement, the Company determined that executing this agreement, including the agreement described above, would be in the interests of the Company and its shareholders, and decided to enter into this agreement.

The Company believes that such agreement is reasonably positioned as part of strengthening governance to enhance corporate value under this agreement, and that its impact on the Company’s corporate governance is limited and minor.

 

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6. [Research and development activities]

Not applicable.

 

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Section 3. [Outline of facilities and equipment]

1. [Outline of capital investment, etc.]

Capital expenditures include investments in intangible assets in addition to tangible fixed assets, and the Company mainly makes investments in software development aimed at expanding service functionality and improving convenience. Although the Company has segments, it does not allocate assets to reportable segments, and therefore does not present information by segment.

Seventh Consolidated Fiscal Year (from April 1, 2024 to March 31, 2025)

Total capital expenditures for the consolidated fiscal year amounted to ¥30,335 million (of which ¥5,026 million was for tangible fixed assets, ¥8,862 million was for right-of-use assets, and ¥16,447 million was for intangible assets). Major items included software development and lease contracts for the head office.

Eighth Interim Consolidated Accounting Period (from April 1, 2025 to September 30, 2025)

Total capital expenditures for the interim consolidated period amounted to ¥11,929 million (of which ¥2,993 million was for tangible fixed assets and ¥8,936 million was for intangible assets). Major items included software development and other capital expenditures associated with business activities.

Eighth Third Quarter Cumulative Consolidated Period (from April 1, 2025 to December 31, 2025)

Total capital expenditures for the cumulative third quarter period amounted to ¥17,739 million (of which ¥4,431 million was for tangible fixed assets and ¥13,308 million was for intangible assets). Major items included software development and other capital expenditures associated with other business activities.

 

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2. [Major facilities and equipment]

(1) Filing Company

As of March 31, 2025 

 

Name of Office (Location)

Description of facilities

Book Value (JPY million)

Number of Employees (persons)

Buildings and Structures

Tools, furniture and fixtures

Right-of- use assets

Software

Total

Head Office (Shinjuku-ku, Tokyo, etc.)

Software and office, etc.

618

1,037

2,959

18,820

23,434

1,873

 

(Note)

There are no major facilities currently out of operation.

(2) Domestic Subsidiaries

As of March 31, 2025 

 

Company Name		Name of Office (Location)		Description of facilities		Book Value (JPY million)																				Number of Employees (persons)
						Buildings and Structures				Machinery and equipment and vehicles				Right-of- use assets				Software				Total
PayPay Card Corporation		Head Office (Shinjuku-ku, Tokyo, etc.)		Software and office, etc.			976				1,733				5,919				31,418				40,046				1,252
PayPay Bank Corporation		Head Office (Shinjuku-ku, Tokyo, etc.)		Software and office, etc.			234				779				5,557				12,165				18,735				629

 

(Note)

There are no major facilities currently out of operation.

 

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3. [Plan on installation, disposal, etc. of facilities and equipment]

The planned investment amount (total) for additions, etc. of the Group’s facilities for the next consolidated fiscal year (from April 1, 2025 to March 31, 2026) is ¥27,255 million (including investment amounts for rental terminals and investment amounts resulting from the application of IFRS 16).

Plans for material additions, disposals, etc. of facilities are as follows.

(1) Material Additions, etc. of Facilities

Not applicable.

(2) Material Disposals, etc. of Facilities

Not applicable.

 

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Section 4. [Information on reporting company]

1. [Information on shares, etc.]

(1) [Total number of shares and other information ]

(i) [Total number of shares]

 

Classes		Total number of authorized shares
Common stock			1,600,000,000
Total			1,600,000,000

(ii) [Issued shares]

 

Classes		Number of shares issued				Name of financial instruments exchange on which shares are listed or authorized  financial instruments firms association with which shares are registered		Description
Common stock		637,571,200		shares		Unlisted		Acquisition through transfer requires the approval of the Company; however, the restriction will be removed as of the date on which the ADSs are listed on the Nasdaq Global Select Market.
Total		2,750,000		shares		—		—

 

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(2) [Status of share options, etc.]

(i) [Contents of stock option system]

The stock acquisition rights issued pursuant to the Companies Act are as follows.

1) Extraordinary General Meeting of Shareholders held on September 14, 2020

 

Date of Resolution of General Meeting of Shareholders		September 14, 2020
Categories and number of grantees (persons) *		One97 Communications Singapore Private Limited (Note 1)
Number of Stock Acquisition Rights (units) *		42 [-] (Note 2)
Type, description and number of shares underlying the Stock Acquisition Rights (shares) *		Common stock 159,012 [-] (Note 2)
Amount to be paid upon exercise of the Stock Acquisition Rights *		JPY 99,999 (Note 3)
Exercise period of Stock Acquisition Rights		From September 30, 2020 to September 29, 2030
Issue price of shares and amount credited to capital in the event that shares are issued upon exercise of Stock Acquisition Rights *		Issue price: JPY 99,999 Amount credited to capital (Note 4)
Conditions for exercise of Stock Acquisition Rights *		(Note 5)
Matters regarding transfer of Stock Acquisition Rights *		(Note 7)
Matters regarding delivery of Stock Acquisition Rights in connection with an Organizational Restructuring Action *		(Note 8)

 



The information below is as of the end of the fiscal year (March 31, 2025). With respect to matters that changed during the period from the end of the fiscal year to the end of the month preceding the filing date (January 31, 2026), the information as of the end of the month preceding the filing date is set forth in [ ]. There has been no change in other matters from the information as of the end of the fiscal year.

(Note 1) Categories and number of grantees

The categories and number of grantees as of the end of the month preceding the filing date (January 31, 2026) are as follows:

SVF II Piranha (DE) LLC ()

() The stock acquisition rights were transferred from One97 Communications Singapore Private Limited in December 2024 and have been exercised.

(Note 2) Type and number of shares underlying the stock acquisition rights

If the Company conducts a stock split or stock consolidation, the number of shares to be issued shall be adjusted in accordance with the following formula.

Adjusted number of shares to be issued = number of shares to be issued before adjustment × ratio of split/consolidation.

 

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The adjustment of the number of shares to be issued under this paragraph shall be made only with respect to the number of shares to be issued pertaining to stock acquisition rights that remain unexercised at the time such adjustment is made. Any fraction of less than one share resulting from such adjustment shall be rounded down.

If the Company conducts a merger, company split, share exchange or share transfer (hereinafter in this note, each referred to as a “Merger, etc.”) or in addition to a gratis allotment, and in other cases where it becomes necessary to adjust the number of shares to be issued in accordance with circumstances similar thereto, the Company may, taking into consideration the provisions of the Merger etc. and the provisions of a gratis allotment, make an appropriate adjustment to the number of shares to be issued within a reasonable range.

When it is necessary to adjust the number of shares to be issued in accordance with the above, the Company shall, no later than 15 days prior to the date on which the adjusted number of shares to be issued is to be applied, notify in writing the holders of these Stock Acquisition Rights of the reason for the adjustment, the number of shares to be issued before adjustment, the adjusted number of shares to be issued, the applicable date and other necessary matters.

(Note 3) Amount of property to be contributed upon exercise of stock acquisition rights

If the Company conducts a stock split (gratis allotment) or stock consolidation, the exercise price shall be adjusted in accordance with the following formula, and any fraction of less than one yen resulting from such adjustment shall be rounded up.

 

Adjusted exercise price

=

Exercise price before adjustment

×

1

Ratio of split (or) consolidation

If it becomes necessary to adjust the exercise price, the Company shall, no later than 15 days prior to the date on which such adjustment is required, notify in writing the holders of these Stock Acquisition Rights whose names are stated in the stock acquisition rights register of the necessary matters.

(Note 4) Matters regarding the increases in stated capital and capital surplus in the event that shares are issued upon exercise of stock acquisition rights (including the transfer of treasury shares in lieu of issuance; the same shall apply hereinafter).

1) The amount of the increase in stated capital in the event that shares are issued upon exercise of stock acquisition rights shall be calculated in accordance with Article 17, paragraph 1 of the Company Accounting Regulations, and shall be one-half of the maximum amount of increase in capital, etc. so calculated; any fraction of less than one yen resulting from the adjustment shall be rounded up.

2) In the event that shares are issued upon exercise of stock acquisition rights, the amount of the increase in capital surplus shall be, the amount obtained by subtracting the amount of the increase in stated capital specified in 1) above from the maximum amount of increase in capital, etc. described in 1) above.

(Note 5) Conditions for Exercise of the stock acquisition rights

These stock acquisition rights may not be exercised if any of the following events occurs.

 

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(a) If the Company issues shares or disposes of treasury shares at a price of JPY 99,999 or less per share; provided, however, that this shall not apply where the amount to be paid is a particularly favorable amount to the subscriber as prescribed in Article 199, paragraph 3 or Article 200, paragraph 2 of the Companies Act.

(b) If the Company issues stock acquisition rights with a conversion price at JPY 99,999 or less per share.

(c) If the Company receives a notice from a shareholder of the Company to the effect that such shareholder has sold or otherwise disposed of shares of the Company at JPY 99,999 or less; provided, however, that this shall not apply if the board of directors of the Company resolves that such price is significantly lower than the fair value of the Company’s shares at the time of such sale or other disposition.

(d) If, after the Company has been listed on a securities exchange in Japan, the closing price of the Company’s shares becomes JPY 99,999 or less per share.

(Note 6) Acquisition Provisions for the stock acquisition rights

1) If any transaction is consummated whereby a person (i) comes to hold, or ceases to hold, more than 50% of the total number of issued shares of One97 Communications Limited (hereinafter in this note, the “Parent Company”), (ii) comes to have, or ceases to have, the authority to nominate a majority of the members of the board of directors of the Parent Company, or (iii) comes to have, or ceases to have, contractual rights to determine or cause the determination of the management and policies of the Parent Company, the Company may acquire all stock acquisition rights held by the holders at the fair market price that would apply assuming that such stock acquisition rights were exercised and common stock were delivered, and such price shall be determined on the Acquisition Date of the stock acquisition rights.

2) (i) If any transaction is consummated whereby the Parent Company comes to hold, or ceases to hold, more than 50% of the total number of issued shares of the Company, (ii) a transaction as a result of which the Parent Company will no longer directly hold the authority to appoint all of the directors of the holder of the stock acquisition rights or (iii) a transaction as a result of which a person other than the Parent Company will have contractual rights to determine, or cause to be determined, the management and policies of the holder of the Stock Acquisition Rights, the Company may acquire all stock acquisition rights held by the holders at the fair market price that would apply assuming that such stock acquisition rights were exercised and common stock were delivered, and such price shall be determined on the Acquisition Date of the stock acquisition rights.

(Note 7) Restrictions on acquisition of stock acquisition rights through transfer

The acquisition of stock acquisition rights through transfer shall require the approval of the Company pursuant to a resolution of the board of directors of the Company.

(Note 8) Treatment of stock acquisition rights in the Event of an Organizational Restructuring Action

In the event that the Company engages in a merger (limited to cases where the Company is dissolved as a result of the merger), an absorption-type split or an incorporation-type split (in each case limited to cases where the Company is the splitting company), or a share exchange or share transfer (in each case limited to cases where the Company becomes a wholly-owned subsidiary) (hereinafter in this note collectively referred to as an “Organizational Restructuring Action”), the Company shall deliver, to the holders of the stock acquisition rights remaining immediately prior to the effective time of the Organizational Restructuring Action (hereinafter, the “Surviving Stock Acquisition Rights”), stock acquisition rights of the stock company listed in items (a) through (e) of Article 236, paragraph 1, item 8 of the Companies Act (hereinafter, the “Reorganization Company”), as applicable in each case. Provided, however, that this shall be subject to the condition that the absorption-type merger agreement, absorption-type split agreement, incorporation-type split plan, share exchange agreement or share transfer plan stipulates that stock acquisition rights of the Reorganization Company will be delivered in accordance with the following conditions.

 

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1)

Number of stock acquisition rights of the Reorganization Company to be delivered

 

The same number as the number of Surviving Stock Acquisition Rights held by the holder immediately prior to the effective time of the Organizational Restructuring Action shall be delivered, respectively.

 

2)

Type of shares of the Reorganization Company underlying the stock acquisition rights

 

Such shares shall be common stock of the Reorganization Company.

 

3)

Number of shares of the Reorganization Company underlying the stock acquisition rights

 

It shall be determined in accordance with (Note 2) above, taking into consideration the terms and other conditions of the Organizational Restructuring Action.

 

4)

Amount of property to be contributed upon exercise of the stock acquisition rights

 

The amount of property to be contributed upon exercise of each stock acquisition right to be delivered shall be determined in accordance with (Note 3) above, taking into consideration

 

5)

Period during which the stock acquisition rights may be exercised

 

From the later of the exercise commencement date set forth in the exercise period of the stock acquisition rights described above and the effective date of the Organizational Restructuring Action, until the end date of the exercise period set forth in the exercise period of the stock acquisition rights described above.

 

6)

Matters regarding increases in stated capital and capital surplus in the event that the Reorganization Company issues shares upon exercise of the stock acquisition rights

 

It shall be determined in accordance with (Note 5) above.

 

7)

Restrictions on acquisition of stock acquisition rights through transfer

 

The acquisition of stock acquisition rights through transfer shall require approval pursuant to a resolution of the general meeting of shareholders of the Reorganization Company (or, if the Reorganization Company is a company with a board of directors, its board of directors).

 

8)

Conditions for exercise and acquisition provisions of the stock acquisition rights

 

It shall be determined in accordance with (Note 4) and (Note 6) above.

2) 3) Extraordinary General Meeting of Shareholders held on August 25, 2022

 

 

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

The information as of the end of the fiscal year (March 31, 2025) is stated. Matters changed from the end of the fiscal year through the end of the month immediately preceding the filing date (January 31, 2026) are stated in [  ], and other matters have not changed from those as of the end of the fiscal year.

(Note 1) Categories and number of grantees

The categories and number of grantees as of the end of the month immediately preceding the filing date (January 31, 2026) are as follows.

2nd Series Officers and employees of the Company    1,123 persons

3rd Series Officers and employees of the Company    1,123 persons

These stock acquisition rights were allotted to a trust for which Kotaeru Trust Co., Ltd. acts as trustee and were to be delivered to the persons designated as beneficiaries at the time the trust period expired. Thereafter, Kotaeru Trust Co., Ltd. made a request to waive all of the stock acquisition rights, and as of April 30, 2025, except for the stock acquisition rights that had been delivered to the persons designated as beneficiaries as of that time, the stock acquisition rights held by Kotaeru Trust Co., Ltd. were extinguished.

(Note 2) Type and number of shares underlying the stock acquisition rights

If the Company conducts a stock split (including a gratis allotment of the Company’s common stock; the same shall apply hereinafter) or stock consolidation, it shall be adjusted in accordance with the following formula. Such adjustment shall be made only with respect to the number of shares underlying stock acquisition rights that remain unexercised at that time, and any fraction of less than one share resulting from such adjustment shall be rounded down.

Adjusted number of shares to be issued = number of shares to be issued before adjustment × ratio of split/consolidation

In addition, if the Company effects a merger, company split, share exchange or share delivery, or otherwise if it becomes necessary to adjust the Number of Underlying Shares in similar cases, the Company may appropriately adjust the Number of Underlying Shares within a reasonable range.

In addition, Kotaeru Trust Co., Ltd. made a request to waive all of the stock acquisition rights, and as of April 30, 2025, except for the stock acquisition rights delivered to the persons designated as beneficiaries as of that time, the stock acquisition rights held by Kotaeru Trust Co., Ltd. were extinguished.

 

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(Note 3) Amount of property to be contributed upon exercise of stock acquisition rights

If the Company conducts a stock split or stock consolidation, the exercise price shall be adjusted in accordance with the following formula, and any fraction of less than one yen resulting from such adjustment shall be rounded up.

 

Adjusted exercise price		=		Exercise price before adjustment		×		1
								Ratio of split (or) consolidation

In addition, if the Company issues new shares or disposes of treasury shares of the Company’s common stock at a price lower than the exercise price before adjustment (excluding cases where new shares are issued or treasury shares are disposed of upon the exercise of stock acquisition rights, upon the exercise of a put option with respect to a class of shares other than common stock, or upon the activation of an acquisition provision of such shares, or cases where new shares are issued or treasury shares are delivered through a merger, company split, share exchange or share delivery), the exercise price shall be adjusted in accordance with the following formula, and any fraction of less than one yen resulting from such adjustment shall be rounded up.

 

Adjusted exercise price

=

Exercise price before adjustment

×

Number of Issued Shares

+

Number of newly issued shares × amount to be paid per share

Exercise price before adjustment

Number of Issued Shares + number of newly issued shares

In the above formula, the term “Number of Issued Shares” means the total number of issued shares of the Company’s common stock less the number of shares of treasury stock of the Company’s common stock, and if the Company disposes of treasury shares of the Company’s common stock, the term “Number of Newly Issued Shares” shall be read as “Number of Treasury Shares to be Disposed of.”

Furthermore, in addition to the foregoing, after the allotment date of the stock acquisition rights, if the Company engages in a merger, company split, share exchange or share delivery, if stock acquisition rights or a class of shares other than common stock are issued under which the Company’s common stock will be delivered at a price lower than the exercise price before adjustment, or if it otherwise becomes necessary to adjust the exercise price in a manner similar to the foregoing, the Company may make appropriate adjustments to the exercise price within a reasonable range.

 

(Note 4)

Matters regarding the increases in stated capital and capital surplus in the event that shares are issued upon exercise of the stock acquisition rights (including the transfer of treasury shares in lieu of issuance; the same shall apply hereinafter).

 

1)

The amount of the increase in stated capital in the event that shares are issued upon exercise of the stock acquisition rights shall be one-half of the maximum amount of increase in capital, etc. calculated in accordance with Article 17, paragraph 1 of the Company Accounting Regulations, and any fraction of less than one yen resulting from the adjustment shall be rounded up.

 

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2)

The amount of the increase in capital surplus in the event that shares are issued upon exercise of the stock acquisition rights shall be the amount obtained by subtracting the amount of the increase in stated capital specified in 1) above from the maximum amount of increase in capital, etc. described in 1) above.

(Note 5) Conditions for Exercise of the Stock Acquisition Rights

 

1)

A holder of these Stock Acquisition Rights may exercise these stock acquisition rights only if shares of the Company, beneficial interests in a trust holding shares of the Company, depositary receipts for shares of the Company, or other securities having the nature of shares of the Company (hereinafter collectively, “Shares of the Company, etc.”) are listed on a Financial Instruments Exchange market or a foreign financial instruments market, and then only from and after the date of such listing.

 

2)

At the time of exercising these stock acquisition rights, the holder of these stock acquisition rights must be a director, executive officer or regular employee of the Company or its subsidiary; provided, however, that this shall not apply if the board of directors recognizes that there is a justifiable reason, including resignation upon expiration of the term of office, mandatory retirement, or other.

 

3)

Notwithstanding the preceding items, if any of the following events occurs during the period from the listing of Shares of the Company, etc. on a Financial Instruments Exchange market or a foreign financial instruments market until the expiration date of the exercise period of these Stock Acquisition Rights, the holder may not exercise any of the remaining Stock Acquisition Rights. If a price specified in any of the following items is denominated in a currency other than Japanese yen, such price shall be converted into Japanese yen using the telegraphic transfer middle rate published by Mizuho Bank, Ltd. at the close of business hours on the bank business day immediately preceding the day on which the Assumed Price is calculated (if for any reason such exchange rate is not published, the exchange rate reasonably determined by the Company on such preceding bank business day), with any fraction below the decimal point rounded down.

After the allotment date of these stock acquisition rights, if the Company conducts a stock split or stock consolidation, the Assumed Price shall be adjusted in accordance with the following formula, and any fraction of less than one yen resulting from the adjustment shall be rounded up.

Adjusted Assumed Price = Assumed Price before adjustment × ratio of split (or consolidation)

In addition, after the allotment date of these stock acquisition rights, if the Company issues new shares of the Company’s common stock or disposes of treasury shares at a price lower than the Assumed Price before adjustment (excluding cases where new shares are issued or treasury shares are disposed of upon the exercise of stock acquisition rights, upon the exercise of a put option with respect to a class of shares other than common stock, or upon the activation of an acquisition provision of such shares, or where new shares are issued or treasury shares are delivered through a merger, company split, share exchange or share delivery), the Assumed Price shall be adjusted in accordance with the following formula, and any fraction of less than one yen resulting from the adjustment shall be rounded up.

 

Adjusted Assumed Price

=

Assumed Price before adjustment

×

Number of Issued Shares

+

Number of newly issued shares × amount to be paid per share

Assumed Price before adjustment

Number of Issued Shares + number of newly issued shares

 

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In the above formula, the term “Number of Issued Shares” means the total number of issued shares of the Company’s common stock less the number of shares of treasury stock of the Company’s common stock, and if the Company disposes of treasury shares of the Company’s common stock, the term “Number of Newly Issued Shares” shall be read as “Number of Treasury Shares to be Disposed of.”

Furthermore, in addition to the foregoing, after the allotment date of these Stock Acquisition Rights, if the Company engages in a merger, company split, share exchange or share delivery, if stock acquisition rights or a class of shares other than common stock are issued under which the Company’s common stock will be delivered at a price lower than the Assumed Price before adjustment, or if it otherwise becomes necessary to adjust the Assumed Price in a manner similar to the foregoing, the Company may make appropriate adjustments to the Assumed Price within a reasonable range.

 

(a)

If shares of the Company’s common stock are issued or disposed of for consideration at a price lower than the Assumed Price (meaning JPY 2,250; hereinafter the same) (provided, however, that this excludes cases where the amount to be paid for such shares is a price that is deemed to differ from the value of the Company’s common stock at the time of such issuance or disposition (including cases where such shares are issued at a “particularly favorable amount” as set forth in Article 199, paragraph 3 or Article 200, paragraph 2 of the Companies Act, and cases of shareholder allotment), and excluding cases where the Company’s common stock is issued or disposed of upon the exercise of stock acquisition rights, upon the exercise of a put option with respect to a class of shares other than common stock, upon the activation of an acquisition provision of such shares, or in connection with a merger, company split, share exchange or share delivery).)

 

(b)

If new stock acquisition rights are issued with an exercise price below the Assumed Price (provided, however, that this excludes cases where such exercise price is set at a price that differs from the value of the Company’s common stock at the time of issuance of such stock acquisition rights).)

 

(c)

If, during the period in which Shares of the Company, etc. are listed on any Financial Instruments Exchange market or foreign financial instruments market, the closing price of ordinary trades of the Company’s common stock on such Financial Instruments Exchange market or foreign financial instruments market, or a price equivalent to such closing price, becomes a price below the Assumed Price.

 

4)

Exercise of the stock acquisition rights by the heir(s) of the holder shall not be permitted.

 

5)

If any of the following applies, the holder shall immediately forfeit the right to exercise the stock acquisition rights specified below among the remaining stock acquisition rights, even during the exercise period.

 

(a)

If the holder is sentenced to imprisonment or a more severe punishment (all remaining stock acquisition rights).

 

(b)

If the holder violates the work rules, etc. of the Company or its affiliated companies and becomes subject to disciplinary dismissal or resignation upon recommendation (all remaining stock acquisition rights).

 

(c)

If the holder commits a serious act in violation of laws and regulations or internal rules of the Company or its affiliated companies (all remaining stock acquisition rights).

 

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(d)

If the holder indicates, in writing in the form prescribed by the Company, an intention to waive all or part of the stock acquisition rights (the number of remaining stock acquisition rights that are the subject of such indication).

 

(e)

If the board of directors determines that it is not appropriate to permit the exercise of rights in light of the purpose of granting the stock acquisition rights (the number of remaining stock acquisition rights determined by the board of directors).

(Note 6) Matters regarding acquisition of the stock acquisition rights

 

1)

If approval of the general meeting of shareholders (or, if such approval is not required, a resolution of the board of directors) is obtained for a merger agreement in which the Company is the dissolving company, a split agreement or split plan for a company split in which the Company is the splitting company, or a share exchange agreement, share delivery plan or share transfer plan in which the Company becomes a wholly-owned subsidiary, the Company may acquire all stock acquisition rights without consideration upon the arrival of a date separately determined by the board of directors of the Company; provided, however, that this shall not apply where a trust company that has a contractual relationship with the Company is the holder of the stock acquisition rights.

 

2)

If, after an amendment to the Company’s articles of incorporation to make the Company’s common stock a class of shares with a call provision for all shares, (i) a resolution is adopted at a general meeting of shareholders of the Company to acquire all of the Company’s common stock, (ii) a resolution is adopted by the board of directors of the Company to approve a demand by a special controlling shareholder of the Company for the other shareholders of the Company to sell their shares, etc., or (iii) a resolution is adopted at a general meeting of shareholders of the Company to approve a consolidation of the Company’s common stock accompanied by delisting, the Company may acquire all stock acquisition rights without consideration upon the arrival of a date separately determined by the board of directors of the Company.

 

3)

If, prior to exercising the stock acquisition rights, the holder becomes unable to exercise the stock acquisition rights pursuant to the provisions set forth in (Note 5) 2) through 5) above, the Company may acquire, without consideration, such stock acquisition rights that have become unexercisable upon the arrival of a date separately determined by the board of directors of the Company; provided, however, that this shall not apply where a trust company that has a contractual relationship with the Company is the holder of the stock acquisition rights.

(Note 7) Restrictions on Acquisition of Stock Acquisition Rights through Transfer

The acquisition of stock acquisition rights through transfer shall require the approval of the board of directors of the Company.

(Note 8) Treatment of Stock Acquisition Rights in the Event of an Organizational Restructuring Action

In the event that the Company engages in a merger (limited to cases where the Company is dissolved as a result of the merger), an absorption-type split, an incorporation-type split, a share exchange or a share transfer (collectively, hereinafter, an “Organizational Restructuring Action”), the Company shall deliver, to the holders of stock acquisition rights, stock acquisition rights of the stock company listed in sub-items (a) through (e) of Article 236, paragraph 1, item 8 of the Companies Act (hereinafter, the “Reorganization Company”), in each case on the effective date of the Organizational Restructuring Action, in accordance with the following conditions; provided, however, that this shall apply only where the absorption-type merger agreement, incorporation-type merger agreement, absorption-type split agreement, incorporation-type split plan, share exchange agreement or share transfer plan stipulates that stock acquisition rights of the Reorganization Company will be delivered in accordance with the following conditions.

 

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1)

Number of stock acquisition rights of the Reorganization Company to be delivered The same number as the number of stock acquisition rights held by the holder shall be delivered, respectively.

 

2)

Type of shares of the Reorganization Company underlying the stock acquisition rights Such shares shall be common stock of the Reorganization Company.

 

3)

Number of shares of the Reorganization Company underlying the stock acquisition rights It shall be determined in accordance with (Note 2) above, taking into consideration the terms of the Organizational Restructuring Action.

 

4)

Amount of property to be contributed upon exercise of the stock acquisition rights The amount of property to be contributed upon exercise of each stock acquisition right to be delivered shall be the amount obtained by multiplying the post-reorganization exercise price (which is obtained by adjusting the exercise price determined in (Note 3) above, taking into consideration the terms and other conditions of the Organizational Restructuring Action) by the number of shares of the Reorganization Company underlying such stock acquisition right as determined in accordance with 3) above.

 

5)

Period during which the stock acquisition rights may be exercised From the later of the first day of the exercise period set forth in the exercise period of the stock acquisition rights described above and the effective date of the Organizational Restructuring Action, until the end date of the exercise period set forth in the exercise period of the stock acquisition rights described above.

 

6)

Matters regarding increases in stated capital and capital surplus in the event that shares are issued upon exercise of the stock acquisition rights It shall be determined in accordance with (Note 4) above.

 

7)

Restrictions on acquisition of stock acquisition rights through transfer With respect to restrictions on acquisition through transfer, approval pursuant to a resolution of the board of directors of the Reorganization Company (or, if the Reorganization Company does not have a board of directors, the general meeting of shareholders) shall be required.

 

8)

Other conditions for exercise of the stock acquisition rights It shall be determined in accordance with (Note 5) above.

 

9)

Events and conditions for acquisition of the stock acquisition rights It shall be determined in accordance with (Note 6) above.

 

10)

Other conditions shall be determined in accordance with the conditions of the Reorganization Company.

 

(Note 9)

The Company implemented a 200-for-1 stock split of its common stock effective November 15, 2025. As a result, the “type, description and number of shares underlying the stock acquisition rights (shares),” “amount to be paid upon exercise of the stock acquisition rights,” “issue price of shares and amount credited to capital in the event that shares are issued upon exercise of the stock acquisition rights,” and the “Assumed Price” among the “conditions for exercise of the stock acquisition rights” have been adjusted.

 

4) 5)

Extraordinary General Meeting of Shareholders held on August 25, 2022

 

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Date of Resolution of General Meeting of Shareholders		August 25, 2022		August 25, 2022
Categories and number of grantees (persons) *		Kotaeru Trust Co., Ltd. (Note 1)		Kotaeru Trust Co., Ltd. (Note 1)
Number of Stock Acquisition Rights (units) *		3,870 [1,798] (Note 2)		3,932 [1,548] (Note 2)
Type, description and number of shares underlying the Stock Acquisition Rights (shares) *		Common stock 774,000 [359,600] (Note 2, 9)		Common stock 786,400 [309,600] (Note 2, 9)
Amount to be paid upon exercise of the Stock Acquisition Rights *		JPY 1,300 (Note 3, 9)		JPY 1,300 (Note 3, 9)
Exercise period of Stock Acquisition Rights		From April 1, 2026 to March 31, 2033		From April 1, 2027 to March 31, 2033
Issue price of shares and amount credited to capital in the event that shares are issued upon exercise of Stock Acquisition Rights *		Issue price: JPY 1,300 Amount credited to capital (Note 4, 9)		Issue price: JPY 1,300 Amount credited to capital (Note 4, 9)
Conditions for exercise of Stock Acquisition Rights *		(Note 5)		(Note 5)
Matters regarding transfer of Stock Acquisition Rights *		(Note 7)		(Note 7)
Matters regarding delivery of Stock Acquisition Rights in connection with an Organizational Restructuring Action *		(Note 8)		(Note 8)

 



The information as of the end of the fiscal year (March 31, 2025) is stated. Matters changed from the end of the fiscal year through the end of the month immediately preceding the filing date (January 31, 2026) are stated in [ ], and other matters have not changed from those as of the end of the fiscal year.

 

(Note 2)

through (Note 9) are the same as (Note 2) through (Note 9) of “2) Extraordinary General Meeting of Shareholders held on August 25, 2022.”

(Note 1) Categories and number of grantees

The categories and number of grantees as of the end of the month immediately preceding the filing date (January 31, 2026) are as follows.

4th Series Officers and employees of the Company    1,123 persons

5th Series Officers and employees of the Company    874 persons

These stock acquisition rights were allotted to a trust for which Kotaeru Trust Co., Ltd. acts as trustee and were to be delivered to the persons designated as beneficiaries at the time the trust period expired. Thereafter, Kotaeru Trust Co., Ltd. made a request to waive all stock acquisition rights, and as of April 30, 2025, except for the stock acquisition rights that had been delivered to the persons designated as beneficiaries as of that time, the stock acquisition rights held by Kotaeru Trust Co., Ltd. were extinguished.

 

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6)	Extraordinary General Meeting of Shareholders held on August 25, 2022

 

Date of Resolution of General Meeting of Shareholders		August 25, 2022
Categories and number of grantees (persons) *		Kotaeru Trust Co., Ltd. (Note 1)
Number of Stock Acquisition Rights (units) *		3,945 [1,421] (Note 2)
Type, description and number of shares underlying the Stock Acquisition Rights (shares) *		Common stock 789,000 [284,200] (Note 2, 9)
Amount to be paid upon exercise of the Stock Acquisition Rights *		JPY 1,300 (Note 3, 9)
Exercise period of Stock Acquisition Rights		From April 1, 2028 to March 31, 2033
Issue price of shares and amount credited to capital in the event that shares are issued upon exercise of Stock Acquisition Rights *		Issue price: JPY 1,300 Amount credited to capital (Note 4, 9)
Conditions for exercise of Stock Acquisition Rights *		(Note 5)
Matters regarding transfer of Stock Acquisition Rights *		(Note 7)
Matters regarding delivery of Stock Acquisition Rights in connection with an Organizational Restructuring Action *		(Note 8)

 



The information as of the end of the fiscal year (March 31, 2025) is stated. Matters changed from the end of the fiscal year through the end of the month immediately preceding the filing date (January 31, 2026) are stated in [ ], and other matters have not changed from those as of the end of the fiscal year.

 

(Note 2)

through (Note 9) are the same as (Note 2) through (Note 9) of “2) Extraordinary General Meeting of Shareholders held on August 25, 2022.”

(Note 1) Categories and number of grantees

The categories and number of grantees as of the end of the month immediately preceding the filing date (January 31, 2026) are as follows.

6th Series Officers and employees of the Company    750 persons

These stock acquisition rights were allotted to a trust for which Kotaeru Trust Co., Ltd. acts as trustee and were to be delivered to the persons designated as beneficiaries at the time the trust period expired. Thereafter, Kotaeru Trust Co., Ltd. made a request to waive allstock acquisition rights, and as of April 30, 2025, except for the stock acquisition rights that had been delivered to the persons designated as beneficiaries as of that time, the stock acquisition rights held by Kotaeru Trust Co., Ltd. were extinguished.

7) 8) Extraordinary General Meeting of Shareholders held on August 25, 2022

 

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Date of Resolution of Shareholders’ Meeting		August 25, 2022		August 25, 2022
Class and Number of Eligible Grantees (persons)		Kotaeru Trust Co., Ltd. (Note 1)		Kotaeru Trust Co., Ltd. (Note 1)
Number of Stock Acquisition Rights (units)		1,937 [759] (Note 2)		1,812 [688] (Note 2)
Type, details and number of shares underlying the stock acquisition rights (shares)		Common stock 387,400 [151,800] (Note 2, 9)		Common stock s 362,400 [137,600] (Note 2, 9)
Amount to be paid in upon exercise of stock acquisition rights		JPY 1,300 (Note 3, 9)		JPY 1,300 (Note 3, 9)
Exercise period of stock acquisition rights		From April 1, 2024 to March 31, 2033		From April 1, 2025 to March 31, 2033
Issue price of shares and amount of capital included when shares are issued upon exercise of stock acquisition rights		Issue price: JPY 1,300 Amount credited to capital (Note 4, 9)		Issue price: JPY 1,300 Amount credited to capital (Note 4, 9)
Conditions for Exercise of Stock Acquisition Rights		(Note 5)		(Note 5)
Matters relating to transfer of stock acquisition rights		(Note 7)		(Note 7)
Matters relating to delivery of stock acquisition rights in connection with Organizational Restructuring Action		(Note 8)		(Note 8)

 



The information as of the end of the fiscal year (March 31, 2025) is stated. Matters changed from the end of the fiscal year through the end of the month immediately preceding the filing date (January 31, 2026) are stated in [ ], and other matters have not changed from those as of the end of the fiscal year.

(Note 2) through (Note 4) and (Note 6) through (Note 9) are the same as (Note 2) through (Note 4) and (Note 6) through (Note 9) of “2) Extraordinary General Meeting of Shareholders held on August 25, 2022.”

(Note 1) Categories and number of grantees

The categories and number of grantees as of the end of the month immediately preceding the filing date (January 31, 2026) are as follows.

7th Series Officers and employees of the Company     653 persons

8th Series Officers and employees of the Company     582 persons

These stock acquisition rights were allotted to a trust for which Kotaeru Trust Co., Ltd. acts as trustee and were to be delivered to the persons designated as beneficiaries at the time the trust period expired. Thereafter, Kotaeru Trust Co., Ltd. made a request to waive all stock acquisition rights, and as of April 30, 2025, except for the stock acquisition rights that had been delivered to the persons designated as beneficiaries as of that time, the stock acquisition rights held by Kotaeru Trust Co., Ltd. were extinguished.

 

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(Note 5) Conditions for Exercise of the stock acquisition rights

Except for the matters set forth below, the conditions for exercise of the stock acquisition rights are the same as (Note 5) of “2) Extraordinary General Meeting of Shareholders held on August 25, 2022.” Notwithstanding Conditions for Exercise of the stock acquisition rights 1), the holder of the stock acquisition rights may not exercise these stock acquisition rights unless, on at least one specified day during the period from the listing of Shares of the Company, etc. on an exchange market for financial instruments or a foreign financial instruments market to the last day of the exercise period, the market capitalization on such specified day (calculated in accordance with the following formula; the same applies hereinafter) exceeds ¥3 trillion. If the market capitalization on such specified day exceeds ¥3 trillion, the holder of the stock acquisition rights may exercise these stock acquisition rights from and after the day following such specified day. Market capitalization = (total number of issued common shares of the Company – number of treasury shares of common shares held by the Company) × closing price of ordinary transactions per share of the Company’s common shares (or a price equivalent to such closing price) on the exchange market for financial instruments or foreign financial instruments market on which Shares of the Company, etc. are listed (in the case where Shares of the Company, etc. are listed on a foreign financial instruments market, the amount converted into Japanese yen (with any fraction rounded down) using the mid-market rate of the customer telegraphic transfer buying and selling rates published by Mizuho Bank, Ltd. at the close of business hours on the bank business day immediately preceding such specified day (or, if such exchange rate is not published for any reason, the exchange rate reasonably determined by the Company on such bank business day)).

9) 10) Extraordinary General Meeting of Shareholders held on August 25, 2022 Extraordinary General Meeting of Shareholders

 

Date of Resolution of Shareholders’ Meeting		August 25, 2022		August 25, 2022
Class and Number of Eligible Grantees (persons)		Kotaeru Trust Co., Ltd. (Note 1)		Kotaeru Trust Co., Ltd. (Note 1)
Number of Stock Acquisition Rights (units)		1,824 [637] (Note 2)		1,832 [607] (Note 2)
Type, details and number of shares underlying the stock acquisition rights (shares)		Common shares 364,800 [127,400] (Note 2, 9)		Common shares 366,400 [121,400] (Note 2, 9)
Amount to be paid in upon exercise of stock acquisition rights		JPY 1,300 (Note 3, 9)		JPY 1,300 (Note 3, 9)
Exercise period of stock acquisition rights		From April 1, 2026 to March 31, 2033		From April 1, 2027 to March 31, 2033
Issue price of shares and amount of capital included when shares are issued upon exercise of stock acquisition rights		Issue price: JPY 1,300 Amount credited to capital (Note 4, 9)		Issue price: JPY1,300 Amount credited to capital (Note 4, 9)
Conditions for Exercise of Stock Acquisition Rights		(Note 5)		(Note 5)
Matters relating to transfer of stock acquisition rights		(Note 7)		(Note 7)
Matters relating to delivery of stock acquisition rights in connection with Organizational Restructuring Action		(Note 8)		(Note 8)

 



The information as of the end of the fiscal year (March 31, 2025) is stated. Matters changed from the end of the fiscal year through the end of the month immediately preceding the filing date (January 31, 2026) are stated in [ ], and other matters have not changed from those as of the end of the fiscal year.

 

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(Note 2) through (Note 9) are the same as (Note 2) through (Note 9) of “7) Extraordinary General Meeting of Shareholders held on August 25, 2022.”

(Note 1) Categories and number of grantees

The categories and number of grantees as of the end of the month immediately preceding the filing date (January 31, 2026) are as follows.

9th Series Officers and employees of the Company      532 persons

10th Series Officers and employees of the Company      503 persons

These stock acquisition rights were allotted to a trust for which Kotaeru Trust Co., Ltd. acts as trustee and were to be delivered to the persons designated as beneficiaries at the time the trust period expired. Thereafter, Kotaeru Trust Co., Ltd. made a request to waive all the stock acquisition rights, and as of April 30, 2025, except for the stock acquisition rights that had been delivered to the persons designated as beneficiaries as of that time, the stock acquisition rights held by Kotaeru Trust Co., Ltd. were extinguished.

11) Extraordinary General Meeting of Shareholders held on August 25, 2022

 

Date of Resolution of Shareholders’ Meeting		August 25, 2022
Class and Number of Eligible Grantees (persons)		Kotaeru Trust Co., Ltd. (Note 1)
Number of Stock Acquisition Rights (units)		1,842 [579] (Note 2)
Type, details and number of shares underlying the stock acquisition rights (shares)		Common shares 368,400 [115,800] (Note 2, 9)
Amount to be paid in upon exercise of stock acquisition rights		JPY1,300 (Note 3, 9)
Exercise period of stock acquisition rights		From April 1, 2028 to March 31, 2033
Issue price of shares and amount of capital included when shares are issued upon exercise of stock acquisition rights		Issue price: JPY1,300 Amount credited to capital (Note 4, 9)
Conditions for Exercise of Stock Acquisition Rights		(Note 5)
Matters relating to transfer of stock acquisition rights		(Note 7)
Matters relating to delivery of stock acquisition rights in connection with Organizational Restructuring Action		(Note 8)

 



The information as of the end of the fiscal year (March 31, 2025) is stated. Matters changed from the end of the fiscal year through the end of the month immediately preceding the filing date (January 31, 2026) are stated in [ ], and other matters have not changed from those as of the end of the fiscal year.

(Note 2) through (Note 9) are the same as (Note 2) through (Note 9) of “7) Extraordinary General Meeting of Shareholders held on August 25, 2022.”

(Note 1) Categories and number of grantees

 

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The categories and number of eligible as of the end of the month immediately preceding the filing date (January 31, 2026) are as follows.

11th Series Officers and employees of the Company       478 persons

These stock acquisition rights were allotted to a trust for which Kotaeru Trust Co., Ltd. acts as trustee and were to be delivered to the persons designated as beneficiaries at the time the trust period expired. Thereafter, Kotaeru Trust Co., Ltd. made a request to waive all the stock acquisition rights, and as of April 30, 2025, except for the stock acquisition rights that had been delivered to the persons designated as beneficiaries as of that time, the stock acquisition rights held by Kotaeru Trust Co., Ltd. were extinguished.

12) 13) Extraordinary General Meeting of Shareholders held on August 25, 2022

 

Date of Resolution of General Meeting of Shareholders		August 25, 2022		August 25, 2022
Categories and number of grantees (persons) *		Kotaeru Trust Co., Ltd. (Note 1)		Kotaeru Trust Co., Ltd. (Note 1)
Number of Stock Acquisition Rights (units) *		1,718 [523] (Note 2)		1,568 [486] (Note 2)
Type, description and number of shares underlying the Stock Acquisition Rights (shares) *		Common stock 343,600 [104,600] (Note 2, 9)		Common stock 313,600 [97,200] (Note 2, 9)
Amount to be paid upon exercise of the Stock Acquisition Rights *		JPY 1,300 (Note 3, 9)		JPY 1,300 (Note 3, 9)
Exercise period of Stock Acquisition Rights		From April 1, 2024 to March 31, 2033		From April 1, 2025 to March 31, 2033
Issue price of shares and amount credited to capital in the event that shares are issued upon exercise of Stock Acquisition Rights *		Issue price: JPY 1,300 Amount credited to capital (Note 4, 9)		Issue price: JPY 1,300 Amount credited to capital (Note 4, 9)
Conditions for exercise of Stock Acquisition Rights *		(Note 5)		(Note 5)
Matters regarding transfer of Stock Acquisition Rights *		(Note 7)		(Note 7)
Matters regarding delivery of Stock Acquisition Rights in connection with an Organizational Restructuring Action *		(Note 8)		(Note 8)

 



The information as of the end of the fiscal year (March 31, 2025) is stated. Matters changed from the end of the fiscal year through the end of the month immediately preceding the filing date (January 31, 2026) are stated in [ ], and other matters have not changed from those as of the end of the fiscal year.

(Note 2) through (Note 4) and (Note 6) through (Note 9) are the same as (Note 2) through (Note 4) and (Note 6) through (Note 9) of “7) Extraordinary General Meeting of Shareholders held on August 25, 2022.”

(Note 1) Categories and number of grantees

The categories and number of grantees as of the end of the month immediately preceding the filing date (January 31, 2026) are as follows.

 

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12th Series Officers and employees of the Company     447 persons

13th Series Officers and employees of the Company     414 persons

These stock acquisition rights were allotted to a trust for which Kotaeru Trust Co., Ltd. acts as trustee and were to be delivered to the persons designated as beneficiaries at the time the trust period expired. Thereafter, Kotaeru Trust Co., Ltd. made a request to waive all the stock acquisition rights, and as of April 30, 2025, except for the stock acquisition rights that had been delivered to the persons designated as beneficiaries as of that time, the stock acquisition rights held by Kotaeru Trust Co., Ltd. were extinguished.

(Note 5) Conditions for Exercise of Stock Acquisition Rights

Except for the matters set forth below, the conditions for exercise of the stock acquisition rights are the same as (Note 5) of “7) Extraordinary General Meeting of Shareholders held on August 25, 2022.” Notwithstanding Conditions for Exercise of Stock Acquisition Rights 1), the holder of the stock acquisition holder may not exercise these stock acquisition rights unless, on at least one specified day during the period from the listing of Shares of the Company, etc. on an exchange market for financial instruments or a foreign financial instruments market to the last day of the exercise period, the market capitalization on such specified day (calculated in accordance with the following formula; the same applies hereinafter) exceeds ¥4 trillion. If the market capitalization on such specified day exceeds ¥4 trillion, the holder of the stock acquisition rights may exercise these stock acquisition rights from and after the day following such specified day.

14) 15) Extraordinary General Meeting of Shareholders held on August 25, 2022

 

Date of Resolution of General Meeting of Shareholders		August 25, 2022		August 25, 2022
Categories and number of grantees (persons) *		Kotaeru Trust Co., Ltd. (Note 1)		Kotaeru Trust Co., Ltd. (Note 1)
Number of Stock Acquisition Rights (units) *		1,554 [454] (Note 2)		1,481 [414] (Note 2)
Type, description and number of shares underlying the Stock Acquisition Rights (shares) *		Common stock 310,800 [90,800] (Note 2, 9)		Common stock 296,200 [82,800] (Note 2, 9)
Amount to be paid upon exercise of the Stock Acquisition Rights *		JPY 1,300 (Note 3, 9)		JPY 1,300 (Note 3, 9)
Exercise period of Stock Acquisition Rights		From April 1, 2026 to March 31, 2033		From April 1, 2027 to March 31, 2033
Issue price of shares and amount credited to capital in the event that shares are issued upon exercise of Stock Acquisition Rights *		Issue price: JPY 1,300 Amount credited to capital (Note 4, 9)		Issue price: JPY 1,300 Amount credited to capital (Note 4, 9)
Conditions for exercise of Stock Acquisition Rights *		(Note 5)		(Note 5)
Matters regarding transfer of Stock Acquisition Rights *		(Note 7)		(Note 7)
Matters regarding delivery of Stock Acquisition Rights in connection with an Organizational Restructuring Action *		(Note 8)		(Note 8)

 

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

The information as of the end of the fiscal year (March 31, 2025) is stated. Matters changed from the end of the fiscal year through the end of the month immediately preceding the filing date (January 31, 2026) are stated in [ ], and other matters have not changed from those as of the end of the fiscal year.

(Note 2) through (Note 9) are the same as (Note 2) through (Note 9) of “12) Extraordinary General Meeting of Shareholders held on August 25, 2022.”

(Note 1) Categories and number of grantees

The categories and number of grantees as of the end of the month immediately preceding the filing date (January 31, 2026) are as follows.

14th Series Officers and employees of the Company      385 persons

15th Series Officers and employees of the Company      366 persons

These stock acquisition rights were allotted to a trust for which Kotaeru Trust Co., Ltd. acts as trustee and were to be delivered to the persons designated as beneficiaries at the time the trust period expired. Thereafter, Kotaeru Trust Co., Ltd. made a request to waive all the stock acquisition rights, and as of April 30, 2025, except for the stock acquisition rights that had been delivered to the persons designated as beneficiaries as of that time, the stock acquisition rights held by Kotaeru Trust Co., Ltd. were extinguished.

16) Extraordinary General Meeting of Shareholders held on August 25, 2022

 

Date of Resolution of General Meeting of Shareholders		August 25, 2022
Categories and number of grantees (persons) *		Kotaeru Trust Co., Ltd. (Note 1)
Number of Stock Acquisition Rights (units) *		1,483 [377] (Note 2)
Type, description and number of shares underlying the Stock Acquisition Rights (shares) *		Common stock 296,600 [75,400] (Note 2, 9)
Amount to be paid upon exercise of the Stock Acquisition Rights *		JPY 1,300 (Note 3, 9)
Exercise period of Stock Acquisition Rights		From April 1, 2028 to March 31, 2033
Issue price of shares and amount credited to capital in the event that shares are issued upon exercise of Stock Acquisition Rights *		Issue price: JPY 1,300 Amount credited to capital (Note 4, 9)
Conditions for exercise of Stock Acquisition Rights *		(Note 5)
Matters regarding transfer of Stock Acquisition Rights *		(Note 7)
Matters regarding delivery of Stock Acquisition Rights in connection with an Organizational Restructuring Action *		(Note 8)

 

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

The information as of the end of the fiscal year (March 31, 2025) is stated. Matters changed from the end of the fiscal year through the end of the month immediately preceding the filing date (January 31, 2026) are stated in [ ], and other matters have not changed from those as of the end of the fiscal year.

(Note 2) through (Note 9) are the same as (Note 2) through (Note 9) of “12) Extraordinary General Meeting of Shareholders held on August 25, 2022.”

(Note 1) Categories and number of grantees

The categories and number of grantees as of the end of the month immediately preceding the filing date (January 31, 2026) are as follows.

16th Series Officers and employees of the Company      335 persons

These stock acquisition rights were allotted to a trust for which Kotaeru Trust Co., Ltd. acts as trustee and were to be delivered to the persons designated as beneficiaries at the time the trust period expired. Thereafter, Kotaeru Trust Co., Ltd. made a request to waive all the stock acquisition rights, and as of April 30, 2025, except for the stock acquisition rights that had been delivered to the persons designated as beneficiaries as of that time, the stock acquisition rights held by Kotaeru Trust Co., Ltd. were extinguished.

17) 18) Extraordinary General Meeting of Shareholders held on August 25, 2022

 

Date of Resolution of General Meeting of Shareholders		August 25, 2022		August 25, 2022
Categories and number of grantees (persons) *		Kotaeru Trust Co., Ltd. (Note 1)		Kotaeru Trust Co., Ltd. (Note 1)
Number of Stock Acquisition Rights (units) *		1,185 [343] (Note 2)		1,191 [314] (Note 2)
Type, description and number of shares underlying the Stock Acquisition Rights (shares) *		Common stock 237,000 [68,600] (Note 2, 9)		Common stock 238,200 [62,800] (Note 2, 9)
Amount to be paid upon exercise of the Stock Acquisition Rights *		JPY 1,300 (Note 3, 9)		JPY1,300 (Note 3, 9)
Exercise period of Stock Acquisition Rights		From April 1, 2024 to March 31, 2033		From April 1, 2025 to March 31, 2033
Issue price of shares and amount credited to capital in the event that shares are issued upon exercise of Stock Acquisition Rights *		Issue price: JPY 1,300 Amount credited to capital (Note 4, 9)		Issue price: JPY1,300 Amount credited to capital (Note 4, 9)
Conditions for exercise of Stock Acquisition Rights *		(Note 5)		(Note 5)
Matters regarding transfer of Stock Acquisition Rights *		(Note 7)		(Note 7)
Matters regarding delivery of Stock Acquisition Rights in connection with an Organizational Restructuring Action *		(Note 8)		(Note 8)

 



The information as of the end of the fiscal year (March 31, 2025) is stated. Matters changed from the end of the fiscal year through the end of the month immediately preceding the filing date (January 31, 2026) are stated in [ ], and other matters have not changed from those as of the end of the fiscal year.

 

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(Note 2) through (Note 4) and (Note 6) through (Note 9) are the same as (Note 2) through (Note 4) and (Note 6) through (Note 9) of “12) Extraordinary General Meeting of Shareholders held on August 25, 2022.”

(Note 1) Categories and number of grantees

The categories and number of grantees as of the end of the month immediately preceding the filing date (January 31, 2026) are as follows.

17th Series Officers and employees of the Company      315 persons

18th Series Officers and employees of the Company      286 persons

These stock acquisition rights were allotted to a trust for which Kotaeru Trust Co., Ltd. acts as trustee and were to be delivered to the persons designated as beneficiaries at the time the trust period expired. Thereafter, Kotaeru Trust Co., Ltd. made a request to waive all the stock acquisition rights, and as of April 30, 2025, except for the stock acquisition rights that had been delivered to the persons designated as beneficiaries as of that time, the stock acquisition rights held by Kotaeru Trust Co., Ltd. were extinguished.

(Note 5) Conditions for Exercise of the stock acquisition rights

Except for the matters set forth below, the conditions for exercise of stock acquisition rights are the same as (Note 5) of “12) Extraordinary General Meeting of Shareholders held on August 25, 2022.” Notwithstanding Conditions for Exercise of Stock Acquisition Rights 1), the holder of stock acquisition rights may not exercise these stock acquisition rights unless, on at least one specified day during the period from the listing of Shares of the Company, etc. on an exchange market for financial instruments or a foreign financial instruments market to the last day of the exercise period, the market capitalization on such specified day (calculated in accordance with the following formula; the same applies hereinafter) exceeds ¥5 trillion. If the market capitalization on such specified day exceeds ¥5 trillion, the holder of stock acquisition rights may exercise these stock acquisition rights from and after the day following such specified day.

19) 20) Extraordinary General Meeting of Shareholders held on August 25, 2022

 

Date of Resolution of General Meeting of Shareholders		August 25, 2022		August 25, 2022
Categories and number of grantees (persons) *		Kotaeru Trust Co., Ltd. (Note 1)		Kotaeru Trust Co., Ltd. (Note 1)
Number of Stock Acquisition Rights (units) *		920 [270] (Note 2)		514 [225] (Note 2)
Type, description and number of shares underlying the Stock Acquisition Rights (shares) *		Common stock 184,000 [54,000] (Note 2, 9)		Common stock 102,800 [45,000] (Note 2, 9)
Amount to be paid upon exercise of the Stock Acquisition Rights *		JPY 1,300 (Note 3, 9)		JPY 1,300 (Note 3, 9)
Exercise period of Stock Acquisition Rights		From April 1, 2026 to March 31, 2033		From April 1, 2027 to March 31, 2033
Issue price of shares and amount credited to capital in the event that shares are issued upon exercise of Stock Acquisition Rights *		Issue price: JPY 1,300 Amount credited to capital (Note 4, 9)		Issue price: JPY 1,300 Amount credited to capital (Note 4, 9)
Conditions for exercise of Stock Acquisition Rights *		(Note 5)		(Note 5)
Matters regarding transfer of Stock Acquisition Rights *		(Note 7)		(Note 7)
Matters regarding delivery of Stock Acquisition Rights in connection with an Organizational Restructuring Action *		(Note 8)		(Note 8)

 

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

The information as of the end of the fiscal year (March 31, 2025) is stated. Matters changed from the end of the fiscal year through the end of the month immediately preceding the filing date (January 31, 2026) are stated in [ ], and other matters have not changed from those as of the end of the fiscal year.

(Note 2) through (Note 9) are the same as (Note 2) through (Note 9) of “17) Extraordinary General Meeting of Shareholders held on August 25, 2022.”

(Note 1) Categories and number of eligible grantees

The categories and number of eligible grantees as of the end of the month immediately preceding the filing date (January 31, 2026) are as follows.

19th Series Officers and employees of the Company      243 persons

20th Series Officers and employees of the Company      199 persons

These stock acquisition rights were allotted to a trust for which Kotaeru Trust Co., Ltd. acts as trustee and were to be delivered to the persons designated as beneficiaries at the time the trust period expired. Thereafter, Kotaeru Trust Co., Ltd. made a request to waive all the stock acquisition rights, and as of April 30, 2025, except for the stock acquisition rights that had been delivered to the persons designated as beneficiaries as of that time, the stock acquisition rights held by Kotaeru Trust Co., Ltd. were extinguished.

21) Extraordinary General Meeting of Shareholders held on August 25, 2022

 

Date of Resolution of Shareholders’ Meeting		August 25, 2022
Class and Number of Eligible Grantees (persons)		Kotaeru Trust Co., Ltd. (Note 1)
Number of Stock Acquisition Rights (rights)		522 [169] (Note 2)
Type, details and number of shares underlying the stock acquisition rights (units)		Common stock 104,400 [33,800] (Note 2, 9)
Amount to be paid in upon exercise of stock acquisition rights		JPY1,300 (Note 3, 9)
Exercise period of stock acquisition rights		From April 1, 2028 to March 31, 2033
Issue price of shares and amount of capital included when shares are issued upon exercise of stock acquisition rights		Issue price: JPY1,300 Amount credited to capital (Note 4, 9)
Conditions for Exercise of Stock Acquisition Rights		(Note 5)
Matters relating to transfer of stock acquisition rights		(Note 7)
Matters relating to delivery of stock acquisition rights in connection with Organizational Restructuring Action		(Note 8)

 

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