PayPal issues $2.0B in senior notes due 2028–2036

PayPal Holdings, Inc. issued and sold $2.0 billion of unsecured senior notes in three tranches.

Rhea-AI Filing Summary

PayPal Holdings, Inc. issued and sold $2.0 billion of unsecured senior notes in three tranches. The company sold $650 million of 4.550% notes due June 1, 2028, $850 million of 4.950% notes due June 1, 2031, and $500 million of 5.550% notes due June 1, 2036.

Interest is payable on June 1 and December 1 each year, starting December 1, 2026. PayPal may redeem the notes before maturity for cash, generally with a make-whole premium, except for the 2031 notes on or after May 1, 2031 and the 2036 notes on or after March 1, 2036.

If both a change of control and a ratings downgrade below investment grade occur for a series, PayPal must offer to repurchase that series at 101% of principal plus accrued interest. The notes rank equally with PayPal’s other unsecured senior debt and are structurally subordinated to subsidiary liabilities and effectively subordinated to secured debt.

Insights

Corporate credit analyst

PayPal adds $2.0B in fixed-rate senior debt across 2028–2036 maturities.

PayPal issued $2.0 billion of senior notes in three tranches with coupons between 4.550% and 5.550%, maturing in 2028, 2031 and 2036. These are unsecured senior obligations ranking pari passu with existing unsecured, unsubordinated debt.

The notes include standard covenants limiting liens, sale-leasebacks and major structural changes, along with customary events of default. A change of control combined with sub‑investment‑grade downgrades triggers a 101% repurchase offer, giving noteholders protection if credit quality worsens after an ownership change.

Redemption flexibility allows PayPal to refinance if conditions are favorable, with make‑whole premia generally applying, but falling away for the 2031 notes after May 1, 2031 and the 2036 notes after March 1, 2036. Future filings may clarify how this new debt fits into broader capital structure plans.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Total senior notes issued: $2.0 billion 2028 notes tranche: $650,000,000 2031 notes tranche: $850,000,000 +4 more

7 metrics

Total senior notes issued $2.0 billion Aggregate principal amount of new senior notes

2028 notes tranche $650,000,000 4.550% notes due June 1, 2028

2031 notes tranche $850,000,000 4.950% notes due June 1, 2031

2036 notes tranche $500,000,000 5.550% notes due June 1, 2036

Change-of-control repurchase price 101% of principal Repurchase offer upon change of control and ratings downgrade

First interest payment date December 1, 2026 Semiannual interest on June 1 and December 1

Base Indenture date September 26, 2019 Indenture governing the notes

Key Terms

make-whole premium, Indenture, change of control, investment grade rating, +2 more

6 terms

make-whole premium financial

"at redemption prices that include accrued and unpaid interest, if any, and a make-whole premium."

A make-whole premium is an extra payment a borrower must give bondholders when repaying debt early to compensate them for lost future interest; think of it as a lump-sum “catch-up” to leave lenders financially where they would have been if the loan had run its full term. It matters to investors because it affects how much they receive on early redemption and influences a company’s decision to refinance or repay debt, altering bond value and expected returns.

Indenture regulatory

"The Notes are being issued pursuant to an indenture, dated as of September 26, 2019 (the “Base Indenture”)"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

change of control financial

"In the event of the occurrence of both (1) a change of control of the Company and (2) a downgrade"

A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.

investment grade rating financial

"a downgrade of a series of Notes below an investment grade rating by each of Fitch Inc., Standard & Poor’s Ratings Services and Moody’s"

An investment grade rating is a score assigned by a credit-rating agency indicating that a bond issuer or debt is considered reasonably safe and likely to repay its obligations. Investors treat it like a safety label—similar to a product receiving a good quality seal—because higher ratings mean lower risk of default, usually lower borrowing costs for the issuer, and greater appeal to conservative investors and large funds.

structurally subordinated financial

"The Notes will be structurally subordinated to the liabilities of our subsidiaries"

A claim or security is structurally subordinated when it sits lower in the legal repayment order because it is issued by a subsidiary rather than the parent company, so its holders are paid only after the parent’s creditors and any creditors of the subsidiary’s parent entities are satisfied. Imagine a line for repayment: structurally subordinated investors stand further back in line, which affects the likelihood and amount they might recover if the company or group faces financial trouble. This matters to investors because it usually implies higher risk and can influence expected return, liquidity, and credit pricing.

sale and leaseback transactions financial

"ability to create liens on certain properties and capital stock and indebtedness of these restricted subsidiaries and enter into sale and leaseback transactions"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What debt securities did PayPal (PYPL) issue in this 8-K?

PayPal issued senior notes totaling $2.0 billion in three tranches: $650 million of 4.550% notes due 2028, $850 million of 4.950% notes due 2031, and $500 million of 5.550% notes due 2036, all as unsecured senior obligations.

What are the interest rates and payment dates on PayPal’s new notes?

The notes pay fixed coupons of 4.550% for 2028, 4.950% for 2031, and 5.550% for 2036. Interest is payable twice a year, on June 1 and December 1, beginning on December 1, 2026, providing predictable semiannual cash flows to noteholders.

When do PayPal’s new senior notes mature?

The 2028 notes mature on June 1, 2028, the 2031 notes on June 1, 2031, and the 2036 notes on June 1, 2036. These staggered maturities spread PayPal’s repayment obligations over a ten‑year window, from 2028 through 2036.

Can PayPal redeem the new notes before maturity?

Yes. PayPal may redeem each series for cash in whole or in part before maturity, usually at a price including accrued interest and a make‑whole premium. No make‑whole premium applies for 2031 notes redeemed on or after May 1, 2031 or 2036 notes on or after March 1, 2036.

What change of control protection do PayPal’s new notes provide investors?

If both a change of control occurs and the relevant notes are downgraded below investment grade by Fitch, S&P and Moody’s within a set period, PayPal must offer to repurchase that series at 101% of principal plus accrued interest, giving investors added downside protection.

How do the new PayPal notes rank compared with other obligations?

The notes are unsecured senior obligations of PayPal, ranking equally with all its existing and future unsecured, unsubordinated debt. They are structurally subordinated to liabilities of subsidiaries and effectively subordinated to any secured indebtedness, up to the value of pledged assets.

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

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Accepted by SEC EDGAR 05/15/2026 - 04:06 PM Learn about SEC filing dates

false 0001633917 0001633917 2026-05-15 2026-05-15

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): May 15, 2026

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 8.01. Other Events

Notes Offering

On May 15, 2026, PayPal Holdings, Inc. (the “Company”) issued and sold $2.0 billion aggregate principal amount of senior notes, consisting of $650,000,000 aggregate principal amount of 4.550% notes due 2028 (the “2028 Notes”), $850,000,000 aggregate principal amount of 4.950% notes due 2031 (the “2031 Notes”) and $500,000,000 aggregate principal amount of 5.550% notes due 2036 (the “2036 Notes” and, together with the 2028 Notes and the 2031 Notes, the “Notes”).

The Notes are being issued pursuant to an indenture, dated as of September 26, 2019 (the “Base Indenture”), between the Company and Computershare Trust Company, N.A. as successor to Wells Fargo Bank, National Association, as trustee, together with the officer’s certificate, dated May 15, 2026 (the “Officer’s Certificate” and, together with the Base Indenture, the “Indenture”), issued pursuant to the Indenture establishing the terms of each series of Notes.

The Notes are being issued pursuant to the Company’s Registration Statement on Form S-3 filed with the Securities and Exchange Commission on February 5, 2025 (Registration Statement No. 333-284693) (the “Registration Statement”).

The 2028 Notes will mature on June 1, 2028, the 2031 Notes will mature on June 1, 2031 and the 2036 Notes will mature on June 1, 2036, unless, in each case, earlier redeemed or repurchased. Interest on the Notes is payable on June 1 and December 1 of each year, beginning on December 1, 2026.

The Company may redeem the 2028 Notes, the 2031 Notes and the 2036 Notes, respectively, for cash in whole, at any time, or in part, from time to time, prior to maturity, at redemption prices that include accrued and unpaid interest, if any, and a make-whole premium. However, no make-whole premium will be paid for redemptions of the 2031 Notes on or after May 1, 2031 or for redemptions of the 2036 Notes on or after March 1, 2036. The Indenture includes covenants (1) limiting the Company’s and its restricted subsidiaries’ ability to create liens on certain properties and capital stock and indebtedness of these restricted subsidiaries and enter into sale and leaseback transactions with respect to certain properties and (2) limiting the Company’s ability to consolidate, merge or sell all or substantially all of its assets, in each case subject to a number of important exceptions as specified in the Indenture. The Indenture also contains customary event of default provisions. In the event of the occurrence of both (1) a change of control of the Company and (2) a downgrade of a series of Notes below an investment grade rating by each of Fitch Inc., Standard & Poor’s Ratings Services and Moody’s Investors Service, Inc. within a specified period, the Company will be required to offer to repurchase any outstanding Notes of that series at a price in cash equal to 101% of the then outstanding principal amount of such series of Notes, plus accrued and unpaid interest, if any, to, but not including, the date of such repurchase. The Notes are the Company’s unsecured senior obligations and rank equally in right of payment with all of the Company’s existing and future unsecured and unsubordinated indebtedness. The Notes will be structurally subordinated to the liabilities of our subsidiaries and will be effectively subordinated to any secured indebtedness to the extent of the value of the assets securing such indebtedness.

The above description of the Indenture and the Notes does not purport to be complete and is qualified in its entirety by reference to the Indenture and the Officer’s Certificate (including the forms of Notes included therein), attached as Exhibits 4.1, 4.2, 4.3, 4.4 and 4.5, and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Exhibit Title or Description
4.1		Indenture, dated as of September 26, 2019, between the Company and Computershare Trust Company, N.A. as successor to Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to PayPal Holdings, Inc.’s Form 8-K, as filed with the SEC on September 26, 2019)
4.2		Officer’s Certificate pursuant to the Indenture, dated as of May 15, 2026
4.3		Form of Note for 4.550% Notes due 2028 (included as part of Exhibit 4.2 hereto)
4.4		Form of Note for 4.950% Notes due 2031 (included as part of Exhibit 4.2 hereto)
4.5		Form of Note for 5.550% Notes due 2036 (included as part of Exhibit 4.2 hereto)
5.1		Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
23.1		Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included as part of Exhibit 5.1 hereto)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE(S)

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: May 15, 2026				By:		/s/ Brian Y. Yamasaki
						Name: Brian Y. Yamasaki
						Title:  Vice President, Corporate Legal and Secretary

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-4.2 EX-4.2 368.8 KB
• EX-5.1 EX-5.1 27.9 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB