STOCK TITAN

PayPal Holdings, Inc. 8-K Filings

PYPL NASDAQ

Every 8-K that PayPal Holdings, Inc. (PYPL) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow PYPL and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full PYPL filings page.

Rhea-AI Summary

PayPal Holdings, Inc. reported second quarter 2026 results with GAAP net revenues of $8.7 billion, up 5% year over year. Total payment volume reached $486.4 billion, up 10%, on 6.8 billion payment transactions. Active accounts increased 0.3% to 439 million. GAAP operating income was $1.4 billion, down 5%, with GAAP and non-GAAP operating margins of 16.4% and 17.4%, respectively, both lower than a year ago. GAAP diluted EPS was $1.25 (down 3%), and non-GAAP diluted EPS was $1.38 (down 1%).

Operating cash flow was $2.0 billion and free cash flow $1.8 billion, up sharply year over year; adjusted free cash flow was also $1.8 billion. Cash, cash equivalents, and investments totaled $15.3 billion, with debt of $13.4 billion. The company returned $1.5 billion via repurchases of approximately 33 million shares in the quarter, and $6.0 billion over the trailing 12 months. The board declared a $0.14 per-share dividend payable September 25, 2026. PayPal raised full-year 2026 non-GAAP EPS guidance to approximately $5.38 and reaffirmed guidance for a mid-single-digit decline in GAAP EPS.

Rhea-AI Summary

PayPal Holdings, Inc. reported results from its 2026 Annual Meeting and disclosed an executive departure. Stockholders elected 11 directors, approved on an advisory basis the compensation of named executive officers, and ratified PricewaterhouseCoopers LLP as independent auditor for 2026.

Investors also approved the new 2026 Equity Incentive Award Plan, which replaces the 2015 plan as the source of equity awards from May 19, 2026. The 2026 plan authorizes up to 39,100,000 shares of common stock, plus up to 44,600,000 additional shares from certain awards under the 2015 plan that later lapse or are cash-settled. Two stockholder proposals on conflict-zone services and lowering the threshold to call special meetings were not approved. Separately, PayPal confirmed that Diego Scotti will cease serving as EVP, General Manager, Consumer Group effective June 2, 2026, and will receive severance benefits consistent with a termination without cause under the company’s Executive Change in Control and Severance Plan.

Rhea-AI 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.

Rhea-AI Summary

PayPal Holdings, Inc. reported first-quarter 2026 net revenues of $8.35 billion, an increase of 7% year over year, driven mainly by higher transaction revenues. Total payment volume rose 11% to $464.0 billion and payment transactions grew 7% to 6.5 billion.

GAAP operating income was $1.49 billion, down 3%, with GAAP EPS declining 6% to $1.21 as operating margin compressed to 17.8%. On a non-GAAP basis, operating income fell 5% to $1.54 billion while EPS edged up 1% to $1.34.

PayPal generated $1.13 billion of operating cash flow and $903 million of free cash flow, and returned $1.5 billion to stockholders through repurchases of about 34 million shares. The board declared a $0.14 per-share cash dividend. Management reiterated full-year 2026 EPS guidance, calling for GAAP EPS to decline mid-single digits and non-GAAP EPS to range from a low-single digit decline to slightly positive.

Rhea-AI Summary

PayPal Holdings, Inc. disclosed a strategic reorganization of its business and executive leadership team aimed at accelerating execution of its long-term growth priorities, streamlining decision-making, and driving innovation. The company will move to a simplified three-business operating model covering Checkout Solutions & PayPal, Consumer Financial Services & Venmo, and Payment Services & Crypto.

As part of the reorganization, effective June 2, 2026, Michelle Gill will cease serving as EVP, General Manager, Small Business and Financial Services, and Diego Scotti will cease serving as EVP, General Manager, Consumer Group. Gill will receive severance payments and benefits applicable to a termination without cause under PayPal’s Executive Change in Control and Severance Plan. A press release dated April 29, 2026 provides additional detail, and the company plans to discuss the new operating model on its May 5 earnings call.

Rhea-AI Summary

PayPal Holdings, Inc. has appointed Alyssa H. Henry, former CEO of Block’s Square business, to its Board of Directors effective March 25, 2026, filling a new twelfth board seat. She will also serve on the Compensation Committee and the Risk and Compliance Committee.

Gail J. McGovern, a director since 2015, informed the company she will not stand for re-election at the 2026 Annual Meeting of Stockholders, and the Board will reduce its size back to 11 directors immediately before that meeting. An associated press release notes that, with Henry’s appointment, the Board consists of 12 directors, 11 of whom are independent, and that independent director Ann Sarnoff will succeed McGovern as chair of the Corporate Governance and Nominating Committee following the meeting.

Rhea-AI Summary

PayPal Holdings, Inc. announced a major leadership transition, appointing Enrique Lores as President and Chief Executive Officer effective March 1, 2026. Alex Chriss ceased serving as President and CEO and resigned from the Board effective February 2, 2026, with a separation agreement providing severance under PayPal’s Executive Change in Control and Severance Plan.

Board member Jamie Miller, currently Chief Financial and Operating Officer, was named Interim President and CEO and received a $3,000,000 cash retention award vesting 67% on February 2, 2027 and 33% on February 2, 2028. Lores’ offer includes a $1,450,000 base salary, a target annual bonus equal to 200% of salary, and multiple equity awards, including $20,000,000 in make-whole RSUs, 2026 RSUs and PSUs each with grant date or target values of $16,500,000, additional 2027-related RSUs valued at $11,000,000, and one-time PSUs with a $25,000,000 target grant value and a maximum payout of 250% of target based on stock price performance.

Rhea-AI Summary

PayPal Holdings, Inc. furnished a Form 8-K to note that it issued a press release announcing its financial results for the quarter and year ended December 31, 2025. The press release is provided as Exhibit 99.1 and is incorporated by reference into this report.

The company specifies that the information under Item 2.02, including Exhibit 99.1, is being furnished rather than filed, so it is not subject to certain liability provisions of the Exchange Act and will not be automatically incorporated into other Securities Act or Exchange Act filings.

Rhea-AI Summary

PayPal Holdings, Inc. announced that its European subsidiaries entered into a Receivables Purchase Agreement to sell up to €65 billion of UK and European buy now, pay later loan receivables to Alps 2.0 Partners over a 28‑month commitment period, in a forward‑flow structure. Closing of this transaction is subject to financing, legal opinions and other specified conditions and is expected in the fourth quarter of 2025. PayPal (Europe) and PayPal UK will continue to service the receivables portfolio under a separate Receivables Management Agreement, with limits on how loan terms can be modified without purchaser consent. The agreements include detailed repurchase or indemnity obligations for certain problem loans, multiple termination events, and a Guaranty Agreement under which PayPal Holdings guarantees key payment obligations of its subsidiaries.

Rhea-AI 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.

Rhea-AI Summary

PayPal Holdings, Inc. furnished a press release announcing its financial results for the quarter ended September 30, 2025. The materials were provided under Item 2.02 and are furnished, not filed.

Separately, the Board approved the initiation of a quarterly cash dividend program and declared a $0.14 per share dividend on common stock. The dividend is payable on December 10, 2025 to stockholders of record as of November 19, 2025. Future dividends will be contingent on market conditions and Board approval.

Rhea-AI 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.