PayPal (PYPL) sets up $5.0B commercial paper program, 397-day max

PayPal Holdings, Inc. established a commercial paper program allowing issuance of short‑term, unsecured notes up to an aggregate $5.0 billion outstanding at any time.

Rhea-AI Filing Summary

PayPal Holdings, Inc. established a commercial paper program allowing issuance of short‑term, unsecured notes up to an aggregate $5.0 billion outstanding at any time. The Notes will be issued under an exemption from Securities Act registration, sold at a discount or at par, with maturities not exceeding 397 days. Net proceeds are expected to be used for general corporate purposes.

The company expects its revolving credit facility to serve as a liquidity backstop and intends to maintain available capacity at least equal to aggregate outstanding borrowings under the program. As of the report date, the company had not issued any Notes. Dealer Agreements include customary terms, with a national bank acting as issuing and paying agent.

Insights

Corporate Treasury & Capital Markets Analyst

Routine liquidity tool: up to $5.0B unsecured CP, backstopped.

PayPal put in place an unsecured commercial paper program with a ceiling of $5.0B outstanding, permitting issuances up to 397 days. This provides a flexible, short‑term funding option typically used for working capital or general corporate purposes.

The company states its revolving credit facility will backstop the program, indicating disciplined liquidity coverage for any outstanding CP. Terms are customary and issued under a registration exemption, aligning with standard U.S. CP market practice.

There were no Notes outstanding as of the report date. Actual impact depends on future issuance levels and rates achieved at each offering; the filing sets capacity but does not change leverage by itself.

8-K Event Classification

2 items: 1.01, 2.03

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 11/14/2025 - 04:34 PM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 14, 2025

PayPal Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-36859		47-2989869
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

2211 North First Street

San Jose, CA 95131

(Address of principal executive offices)

(408) 967-7000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, $0.0001 par value per share		PYPL		NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On November 14, 2025, PayPal Holdings, Inc. (the “Company”) established a commercial paper program (the “Program”) pursuant to which it may issue short-term, unsecured commercial paper notes (the “Notes”) under the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). Amounts available under the Program may be borrowed, repaid and re-borrowed from time to time, with the aggregate face or principal amount of the Notes outstanding under the Program at any time not to exceed $5.0 billion, unless such amount is increased in accordance with the terms of each Dealer Agreement (as defined herein). Net proceeds of the issuances of the Notes are expected to be used for general corporate purposes.

The Notes will be sold under customary market terms in the U.S. commercial paper market at a discount from par or at par and bear interest at rates determined at the time of issuance. The maturities of the Notes may vary, but shall not exceed 397 days from the date of issuance. It is expected that the revolving credit facility of the Company will serve as a liquidity backstop for any issuances under the Program. The Company intends to maintain available capacity under its revolving credit facility in an amount at least equal to the aggregate outstanding borrowings under the Program. As of the date of this Current Report on Form 8-K, the Company has not issued any Notes.

One or more commercial paper dealers will each act as a dealer under the Program (each, a “Dealer,” and collectively, the “Dealers”) pursuant to the terms and conditions of the respective commercial paper dealer agreement entered into between the Company and each Dealer (each, a “Dealer Agreement,” and collectively, the “Dealer Agreements”). A national bank will act as the issuing and paying agent under the Program.

The Dealer Agreements provide the terms under which the Dealers will either purchase from the Company or arrange for the sale by the Company of the Notes. The Dealer Agreements contain customary representations, warranties, covenants and indemnification provisions. The form of Dealer Agreement is filed herewith as Exhibit 10.1 and is incorporated herein by reference, and the summary of the Program herein is qualified in its entirety by the terms of the Program as set forth in the form of Dealer Agreement.

From time to time, the Dealers and certain of their respective affiliates have provided, and may in the future provide, lending, commercial banking, investment banking and other financial advisory services to the Company and its affiliates for which such Dealers have received or will receive customary fees and expenses.

The Notes have not been, and will not be, registered under the Securities Act or any state securities laws, and the Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws. The information contained in this Current Report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any Notes.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Exhibit Title or Description
10.1		Form of Commercial Paper Dealer Agreement between the Company, as issuer, and the applicable Dealer party thereto.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						PayPal Holdings, Inc. (Registrant)
Date: November 14, 2025				By:		/s/ Brian Y. Yamasaki
						Name: Brian Y. Yamasaki
						Title:  Vice President, Corporate Legal and Secretary