PYPL CAO reports RSU vesting and tax share withholding

PayPal Holdings, Inc. SVP and Chief Accounting Officer Chris Natali reported routine equity compensation activity.

Rhea-AI Filing Summary

PayPal Holdings, Inc. SVP and Chief Accounting Officer Chris Natali reported routine equity compensation activity. On June 1, 2026, restricted stock units vested and were exercised to acquire 1,126 shares of common stock. In connection with this vesting, 390 shares were withheld at $44.75 per share to satisfy tax withholding obligations, rather than being sold in the open market.

After these transactions, Natali directly holds 2,712 shares of PayPal common stock. He also retains restricted stock units that can convert into 715 and 7,157 additional shares of common stock upon future vesting, reflecting ongoing equity-based compensation.

Insider Trade Summary

1,126 shares exercised/converted

Exercise 5 txns

Insider Natali Chris

Role SVP, Chief Accounting Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units -2	1,023	$0.00	$0.00
Exercise	Restricted Stock Units -3	103	$0.00	$0.00
Exercise	Common Stock	1,023	$0.00	$0.00
Exercise	Common Stock	103	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	390	$44.75	$17K

Holdings After Transaction: Restricted Stock Units -2 — 7,157 contracts (Direct); Restricted Stock Units -3 — 715 contracts (Direct); Common Stock — 2,322 shares (Direct)

Footnotes (5)

1. F1. 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. F2. Each restricted stock unit represents a contingent right to receive one share of PayPal's common stock.
3. F3. The reporting person received a restricted stock unit grant on March 1, 2025, 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. F4. Not applicable.
5. F5. The reporting person received a restricted stock unit grant on March 15, 2025, subject to a three-year vesting schedule, vesting 1/3 on March 1, 2026, and 1/12 each quarter thereafter until March 1, 2028, 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.

Key Figures

Shares from RSU vesting: 1,126 shares Tax withholding shares: 390 shares Withholding price: $44.75 per share +3 more

6 metrics

Shares from RSU vesting 1,126 shares Common stock received from derivative exercises on June 1, 2026

Tax withholding shares 390 shares Shares withheld to satisfy tax obligations at $44.75 per share

Withholding price $44.75 per share Value used for tax withholding on 390 PayPal shares

Direct holdings after transactions 2,712 shares PayPal common stock directly owned by Chris Natali after June 1, 2026

Remaining RSUs grant 1 715 units Restricted stock units labeled “-3” remaining after conversion

Remaining RSUs grant 2 7,157 units Restricted stock units labeled “-2” remaining after conversion

Key Terms

restricted stock units, contingent right, vesting schedule, tax withholding obligations

4 terms

restricted stock units financial

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

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

contingent right financial

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

vesting schedule financial

"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"

A vesting schedule is a timeline that determines when someone gains full ownership of certain benefits, such as company stock or retirement contributions. Think of it like earning the right to own a gift gradually over time, rather than receiving it all at once. It matters to investors because it affects when they can fully access or sell these benefits, influencing their financial planning and decision-making.

tax withholding obligations financial

"Represents shares withheld to satisfy tax withholding obligations in connection with the vesting of shares of restricted stock units"

FAQ

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

What insider transactions did PYPL executive Chris Natali report on June 1, 2026?

Chris Natali reported vesting of restricted stock units that converted into 1,126 PayPal shares on June 1, 2026. As part of this routine compensation event, some shares were withheld to cover related tax obligations instead of being sold in the market.

Did the PYPL insider sell shares on the open market in this Form 4?

No market sale occurred; 390 PayPal shares were withheld at $44.75 per share to satisfy tax withholding obligations. This is a standard mechanism when restricted stock units vest and does not represent a discretionary open-market sale by the executive.

How many PYPL shares does Chris Natali hold after these Form 4 transactions?

Following the June 1, 2026 transactions, Chris Natali directly holds 2,712 shares of PayPal common stock. This figure reflects the net result after restricted stock units vested and a portion of the resulting shares was withheld to cover tax obligations.

What restricted stock unit awards for PYPL does Chris Natali still hold?

Natali continues to hold restricted stock unit awards that can convert into 715 and 7,157 PayPal shares upon future vesting. These RSUs are subject to three-year vesting schedules tied to grant dates in March 2025, providing ongoing equity exposure over time.

How many PYPL shares were used to cover tax withholding for the insider?

A total of 390 PayPal common shares were withheld to satisfy tax withholding obligations. The withholding price was $44.75 per share and was connected to the vesting of restricted stock units granted as part of the executive’s compensation package.

What do PYPL restricted stock units represent for Chris Natali?

Each PayPal restricted stock unit represents a contingent right to receive one share of common stock upon vesting. When vesting conditions are met, the units convert into actual shares, and some may be withheld to address associated tax liabilities for the executive.

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

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 06/02/2026 - 04:26 PM Learn about SEC filing dates

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^*

Natali Chris

(Last) (First) (Middle)

C/O PAYPAL HOLDINGS, INC.

2211 NORTH FIRST STREET

(Street)

SAN JOSE CALIFORNIA 95131

(City) (State) (Zip)

UNITED STATES

(Country)

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)
	SVP, Chief Accounting Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

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

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

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

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	06/01/2026		M		1,023	A	$0.0	2,609	D
Common Stock	06/01/2026		M		103	A	$0.0	2,712	D
Common Stock	06/01/2026		F		390(1)	D	$44.75	2,322	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 -2	(2)	06/01/2026		M			1,023	(3)	(4)	Common Stock	1,023	$0.0	7,157	D
Restricted Stock Units -3	(2)	06/01/2026		M			103	(5)	(4)	Common Stock	103	$0.0	715	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 March 1, 2025, 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.

5. The reporting person received a restricted stock unit grant on March 15, 2025, subject to a three-year vesting schedule, vesting 1/3 on March 1, 2026, and 1/12 each quarter thereafter until March 1, 2028, 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.

	By: Brian Yamasaki For: Chris Natali	06/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)