[8-K] PayPal Holdings, Inc. Reports Material Event

Rhea-AI Filing Summary

PayPal announced significant changes to its Board structure and composition in this 8-K filing. Deirdre Stanley, former Executive VP and General Counsel of Estée Lauder, has been appointed as a new Board member, expanding the Board from 11 to 12 directors. Stanley will serve on the Corporate Governance and Nominating Committee and Risk and Compliance Committee.

The company has also implemented a major reorganization of its Board committee structure, including:

• Disbanding the Audit, Risk and Compliance Committee
• Establishing two new committees: Audit and Finance Committee and Risk and Compliance Committee

The Audit and Finance Committee will oversee financial reporting, auditing, and finance matters, while the Risk and Compliance Committee will focus on risk framework and regulatory compliance. The filing details the new committee compositions, with Carmine Di Sibio chairing Audit & Finance and David Moffett leading Risk & Compliance. These changes were effective June 23, 2025.

Positive

• Strengthened board oversight with appointment of Deirdre Stanley, former Executive VP and General Counsel of Estée Lauder, bringing valuable legal and governance expertise
• Enhanced risk management through strategic board restructuring - split of Audit, Risk and Compliance Committee into two specialized committees (Audit & Finance and Risk & Compliance) for better oversight

Negative

• None.

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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): June 23, 2025

PayPal Holdings, Inc.

(Exact name of registrant as specified in its charter)

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

2211 North First Street

San Jose, CA 95131

(Address of principal executive offices)

(408) 967-1000

(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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Board of Directors

On June 24, 2025, the Board of Directors (the “Board”) of PayPal Holdings, Inc. (the “Company”) appointed Deirdre Stanley as a new member of the Company’s Board, effective June 24, 2025. Ms. Stanley is the former Executive Vice President and General Counsel of The Estée Lauder Companies, Inc. Ms. Stanley fills a vacancy created by an increase in the size of the Board from 11 to 12. The Board has also appointed Ms. Stanley to the Corporate Governance and Nominating Committee and Risk and Compliance Committee of the Board, effective June 24, 2025. As a non-employee director, Ms. Stanley will be entitled to receive compensation as described under “Director Compensation” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 21, 2025.

There is no arrangement or understanding between Ms. Stanley and any other persons pursuant to which Ms. Stanley was appointed as a director. Furthermore, there are no transactions in which the Company was a participant and in which Ms. Stanley had an interest that would be required to be reported under Item 404(a) of Regulation S-K.

A copy of the press release issued by the Company regarding the election of Ms. Stanley to its Board is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 7.01 Regulation FD Disclosure

Effective as of June 23, 2025, the Board of Directors of PayPal Holdings, Inc. (“Board”) effected a reorganization of its Board committee structure. Specifically, the Board (1) disbanded its Audit, Risk and Compliance Committee and (2) established two new Committees, an Audit and Finance Committee and a Risk and Compliance Committee.

As provided in its charter as adopted by the Board, the Audit and Finance Committee is responsible for providing assistance and guidance to the Board in fulfilling its oversight responsibilities with respect to (i) the Company’s corporate accounting and financial reporting practices and the audit of the Company’s financial statements, (ii) the independent auditors’ qualifications and independence, (iii) the performance of the Company’s internal audit function and independent auditors, (iv) the quality and integrity of the Company’s financial statements and reports, (v) reviewing and approving all audit engagement fees and terms, as well as all non-audit engagements with the independent auditors, (vi) producing the report that the rules of the Securities and Exchange Commission require to be included in the Company’s annual proxy statement, and (vii) various finance matters.

As provided in its charter as adopted by the Board, the Risk and Compliance Committee is responsible for providing assistance and guidance to the Board in fulfilling its oversight responsibilities with respect to (i) overseeing the Company’s overall risk framework and risk appetite framework and (ii) the Company’s compliance with legal and regulatory requirements.

Each of the Board committee charters is available in the governance section of our Investor Relations website at https://investor.pypl.com/governance.

In connection with the reorganization discussed above, the Board also reorganized the composition of its Board committees effective as of June 23, 2025, as set forth below:

Audit & Finance			Risk & Compliance			Compensation			Corporate Governance & Nominating
Carmine Di Sibio (Chair)			David Moffett (Chair)			David Dorman (Chair)			Gail McGovern (Chair)
Jonathan Christodoro			Deirdre Stanley (effective as of June 24, 2025)			Ann Sarnoff			Jonathan Christodoro
Gail McGovern			Carmine Di Sibio			Frank Yeary			Deborah Messemer
Deborah Messemer			David Dorman						Deirdre Stanley (effective as of June 24, 2025)
David Moffett			Ann Sarnoff
Frank Yeary

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number			Exhibit Title or Description
99.1			Press Release dated June 24, 2025
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: June 24, 2025			/s/ Brian Y. Yamasaki
			Name: Brian Y. Yamasaki
			Title: Vice President, Corporate Legal and Secretary

FAQ

Who is PYPL's new board member appointed on June 24, 2025?

Deirdre Stanley, the former Executive Vice President and General Counsel of The Estée Lauder Companies, Inc., was appointed as a new member of PayPal's Board of Directors, increasing the board size from 11 to 12 members.

What changes did PYPL make to its board committee structure in June 2025?

PayPal disbanded its Audit, Risk and Compliance Committee and established two new committees: (1) an Audit and Finance Committee and (2) a Risk and Compliance Committee. This reorganization was effective June 23, 2025.

Which committees will PYPL's new director Deirdre Stanley serve on?

Deirdre Stanley was appointed to serve on two committees effective June 24, 2025: the Corporate Governance and Nominating Committee and the Risk and Compliance Committee.

Who chairs PYPL's new Audit & Finance Committee?

Carmine Di Sibio serves as the Chair of PayPal's new Audit & Finance Committee, which oversees corporate accounting, financial reporting, audit matters, and various finance matters.

What are the responsibilities of PYPL's new Risk and Compliance Committee?

The Risk and Compliance Committee is responsible for overseeing PayPal's overall risk framework and risk appetite framework, as well as the company's compliance with legal and regulatory requirements.