Details of the Term of Disposal Following the Listing of PayPay on the Nasdaq Global Select Market
PayPay Corporation (“PayPay”), a subsidiary*1 of SoftBank Group Corp. (“SBG”), today announces that on March 11, 2026 (U.S. time), it priced its initial public offering (the “IPO”) of 54,987,214 American depositary shares (“ADSs”), representing its common shares, at a price to the public of $16 per ADS. A total of 54,987,214 ADSs, 31,054,254 of which are being offered by PayPay and 23,932,960 of which are being offered by the selling shareholder, SVF II Piranha (DE) LLC (“SVF II Piranha”), *2 an investment fund ultimately controlled by SoftBank Group Corp., are being offered in the IPO.
The ADSs are expected to begin trading on the Nasdaq Global Select Market on March 12, 2026 (U.S. time) under the symbol “PAYP.”
PayPay has granted the underwriters an option to purchase up to an additional 8,248,081 ADSs to cover over-allotments, if any, for 30 days after the date of the final prospectus.
The IPO is expected to close on March 13, 2026 (U.S.time), subject to customary closing conditions.
*1 PayPay is a subsidiary of SBG’s subsidiaries, SoftBank Corp. and LY Corporation, and is also a portfolio company of SoftBank Vision Fund 2.
*2 SVF II Piranha is an investment vehicle of SoftBank Vision Fund 2 that invests in PayPay.
A summary of the disposal of ADSs by SVF II Piranha in the IPO is as follows.
1. Summary of the disposal by SVF II Piranha
| Number of ADSs to be disposed | 23,932,960 ADSs (Representing 23,932,960 common shares) |
|---|---|
| Offering price | $16 per ADS |
2. The number of ADSs to be disposed by SVF II Piranha, the total value of ADSs to be disposed, and the change in ownership ratio
| Total number of shares and ownership ratio*3 before the IPO | 216,762,800 shares (Ownership ratio: 34.00%) |
|---|---|
| Number of ADSs to be disposed | 23,932,960 ADSs (Representing 23,932,960 common shares) |
| Total value of ADSs to be disposed | $383 million ($16 per ADS) |
| Total number of shares and ownership ratio after the IPO | 192,829,840 shares (Ownership ratio: 28.84%*4) |
*3 Ownership ratio is the ratio of the number of shares held to the total number of shares outstanding (excluding treasury stock as well as stock options or other potential shares).
*4 If the over-allotment option is exercised in full, the post-IPO ownership ratio will be 28.49%.
3. Impact on SBG's consolidated financial results
Since PayPay will continue to be a subsidiary of SBG even after the IPO, the amount equivalent to the gain from the new share issuance and the disposal in the offering will not be recognised in the consolidated statement of profit or loss. Instead, it will be recorded as capital surplus in the consolidated statement of financial position.
Goldman Sachs & Co. LLC, J.P. Morgan, Mizuho Securities USA LLC and Morgan Stanley & Co. LLC (in alphabetical order) are acting as joint book-running managers for the IPO.
The IPO is being made only by means of a prospectus. Copies of the prospectus relating to the IPO, when available, may be obtained by visiting EDGAR on the U.S. Securities and Exchange Commission’s (the “SEC”) website at www.sec.gov. Alternatively, copies of the prospectus, when available, may be obtained from 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, NY 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.
In addition, as part of the proposed offering in the IPO (the “Proposed Offering”), a public offering of the ADSs in Japan (the “Public Offering in Japan”) is planned. 8,653,079 ADSs are being offered in the Public Offering in Japan, as part of 54,987,214 ADSs above. The price per ADS in the Public Offering in Japan is $16, the same as the Proposed Offering above.
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A registration statement on Form F-1 relating to these securities has been filed with the SEC and was declared effective on March 11, 2026 (U.S. time). This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offers, solicitations or offers to buy, or any sales of the ADSs will be made in accordance with the registration requirements of the Securities Act of 1933, as amended, and other applicable securities laws. In addition, a securities registration statement relating to the Public Offering in Japan has been filed with the Kanto Local Finance Bureau in Japan and was declared effective on March 12, 2026. Investors should carefully review the prospectus to be prepared by PayPay concerning the Public Offering in Japan.
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