PayPal (NASDAQ: PYPL) EVP Michelle Gill nets shares from RSU vesting and tax withholding

Rhea-AI Filing Summary

PayPal Holdings, Inc. executive Michelle Gill reported routine equity compensation activity involving restricted stock units and related tax withholding. On March 15, 2026, she exercised restricted stock units covering 12,005 shares of PayPal common stock in total, at an exercise price of $0.00 per share.

These transactions converted 9,095 and 2,910 restricted stock units into common shares as part of a grant awarded on December 15, 2023, which vests over three years. Following the exercises, she continued to hold unvested restricted stock units, with 27,282 and 8,730 units remaining in two separate awards.

To cover tax obligations triggered by the vesting, 5,836 shares of common stock were withheld at a price of $44.90 per share, described as payment of tax liability by delivering securities. After these compensation-related transactions, Gill directly owned 68,479 shares of PayPal common stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Gill Michelle

(Last) (First) (Middle)

C/O PAYPAL HOLDINGS, INC.

2211 NORTH FIRST STREET

(Street)

SAN JOSE CA 95131

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PayPal Holdings, Inc. [ PYPL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, GM, SMB & Financial Svcs

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/15/2026		M		9,095	A	$0.0	71,405	D
Common Stock	03/15/2026		M		2,910	A	$0.0	74,315	D
Common Stock	03/15/2026		F		5,836(1)	D	$44.9	68,479	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units -1	(2)	03/15/2026		M			9,095	(3)	(4)	Common Stock	9,095	$0.0	27,282	D
Restricted Stock Units -2	(2)	03/15/2026		M			2,910	(3)	(4)	Common Stock	2,910	$0.0	8,730	D

Explanation of Responses:

1. Represents shares withheld to satisfy tax withholding obligations in connection with the vesting of shares of restricted stock units granted to the reporting person.

2. Each restricted stock unit represents a contingent right to receive one share of PayPal's common stock.

3. The reporting person received a restricted stock unit grant on December 15, 2023, subject to a three-year vesting schedule, vesting 1/3 on the one year anniversary of the grant date of the restricted stock unit award, and 1/12 on each quarterly anniversary of the grant date thereafter until the third anniversary of the grant date, on which date the grant shall be fully vested. Upon vesting, the reporting person will receive a number of shares of common stock equal to the number of restricted stock units that have vested.

4. Not applicable.

	By: Brian Yamasaki For: Michelle Gill	03/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did PayPal (PYPL) executive Michelle Gill report?

Michelle Gill reported routine equity compensation activity, exercising restricted stock units into common shares and settling related tax obligations. She converted 12,005 restricted stock units into PayPal common stock and had a portion of the resulting shares withheld to satisfy tax withholding requirements tied to the vesting.

How many PayPal (PYPL) shares were acquired through RSU vesting by Michelle Gill?

Michelle Gill acquired 12,005 shares of PayPal common stock through the exercise of restricted stock units. These came from tranches of 9,095 and 2,910 units vesting under a December 15, 2023 grant, which follows a three-year schedule with quarterly vesting after the first anniversary.

Why were 5,836 PayPal (PYPL) shares withheld in Michelle Gill’s Form 4?

The 5,836 shares were withheld to satisfy tax withholding obligations arising from the vesting of restricted stock units. The shares were valued at $44.90 each and represent a tax-withholding disposition, not an open-market sale, as part of routine compensation-related share delivery mechanics.

What is Michelle Gill’s direct PayPal (PYPL) share ownership after these transactions?

After these transactions, Michelle Gill directly owned 68,479 shares of PayPal common stock. This balance reflects the newly delivered shares from restricted stock unit vesting, net of the 5,836 shares withheld to cover tax obligations associated with the vesting event on March 15, 2026.

What vesting schedule applies to Michelle Gill’s December 15, 2023 PayPal RSU grant?

The December 15, 2023 restricted stock unit grant vests over three years, with one-third on the first anniversary, then one-twelfth on each quarterly anniversary. Upon each vesting date, she receives one share of PayPal common stock for every restricted stock unit that has vested under this schedule.