PayPal (PYPL) grants 146,778 performance stock units to executive Frank Keller

Rhea-AI Filing Summary

Keller Frank reported acquisition or exercise transactions in this Form 4 filing.

PayPal Holdings, Inc. reported that executive Frank Keller, President, Checkout Solutions & PayPal, received a one-time performance-based restricted stock unit grant for 146,778 performance stock units on June 15, 2026. Each unit represents a contingent right to receive one share of PayPal common stock.

The number of units ultimately earned will depend on achieving company stock price hurdles during a performance period from March 1, 2029 to March 1, 2031, with potential payouts at 0%, 100%, 175%, or 250% of the target amount. When a stock price hurdle is met, 25% of the earned units vest after certification of the achievement and the remaining 75% vest on March 1, 2031, generally requiring Keller to remain employed through those vesting dates.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Keller Frank

Role Pres., Checkout Sol. & PayPal

Type	Security	Shares	Price	Value
Grant/Award	Performance Stock Units 1	146,778	$0.00	--

Holdings After Transaction: Performance Stock Units 1 — 146,778 shares (Direct, null)

Footnotes (1)

1. Each performance stock unit represents a contingent right to receive one share of PayPal's common stock. The reporting person received a one-time performance-based restricted stock unit ("PSU") grant on June 15, 2026. The number of PSUs that may be earned is based on achievement of Company common stock price hurdles during the performance period beginning on March 1, 2029 and ending on March 1, 2031, with potential payouts at 0%, 100%, 175%, and 250% of the target number of PSUs. A stock price hurdle is attained when, at any time during the performance period, the Company's average closing price over a 60-calendar day period equals or exceeds the stock price hurdle. Upon attainment of a stock price hurdle, 25% of the earned PSUs will vest upon certification of the achievement and 75% will vest on March 1, 2031, in each case generally subject to the reporting person's continued employment through the vesting date. Not applicable.

Key Figures

PSUs granted: 146,778 units Price per unit: $0.00 per unit Holdings after grant: 146,778 PSUs +3 more

6 metrics

PSUs granted 146,778 units Performance stock unit grant on June 15, 2026

Price per unit $0.00 per unit Grant, award, or other acquisition

Holdings after grant 146,778 PSUs Total derivative securities following transaction

Performance period March 1, 2029–March 1, 2031 Stock price hurdles measured over this period

Payout levels 0%, 100%, 175%, 250% Potential PSU payout as a percentage of target

Vesting split 25% / 75% 25% vests at certification; 75% vests March 1, 2031

Key Terms

Performance Stock Units, restricted stock unit ("PSU"), stock price hurdles, vesting

4 terms

Performance Stock Units financial

"Performance Stock Units 1"

Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.

restricted stock unit ("PSU") financial

"one-time performance-based restricted stock unit ("PSU") grant"

stock price hurdles financial

"based on achievement of Company common stock price hurdles during the performance period"

"Stock price hurdles" are specific price levels that investors watch closely because reaching them can signal a potential change in the stock's future. Think of them like checkpoints in a video game; once the stock hits these levels, it might trigger new buying or selling activity, affecting whether the price goes up or down.

vesting financial

"25% of the earned PSUs will vest upon certification of the achievement and 75% will vest on March 1, 2031"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

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Form 4 Insider Transactions: What Each Field Means →

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^*

Keller Frank

(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)
	Pres., Checkout Sol. & PayPal

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026

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

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
Performance Stock Units 1	(1)	06/15/2026		A		146,778		(2)	(3)	Common Stock	146,778	$0.0000	146,778	D

Explanation of Responses:

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

2. The reporting person received a one-time performance-based restricted stock unit ("PSU") grant on June 15, 2026. The number of PSUs that may be earned is based on achievement of Company common stock price hurdles during the performance period beginning on March 1, 2029 and ending on March 1, 2031, with potential payouts at 0%, 100%, 175%, and 250% of the target number of PSUs. A stock price hurdle is attained when, at any time during the performance period, the Company's average closing price over a 60-calendar day period equals or exceeds the stock price hurdle. Upon attainment of a stock price hurdle, 25% of the earned PSUs will vest upon certification of the achievement and 75% will vest on March 1, 2031, in each case generally subject to the reporting person's continued employment through the vesting date.

3. Not applicable.

	By: Peter Kraus For: Frank Keller	06/16/2026
	** 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)

FAQ

What did PayPal (PYPL) disclose about Frank Keller’s new equity award?

PayPal disclosed a one-time PSU grant of 146,778 performance stock units to executive Frank Keller. Each unit can convert into one share of common stock if strict stock price hurdles and service-based vesting conditions are satisfied over several future years.

How many PayPal (PYPL) performance stock units were granted to Frank Keller?

Frank Keller received 146,778 performance stock units tied to PayPal common stock. This entire amount was reported as held following the transaction, reflecting a single performance-based equity award with potential payout levels ranging from 0% to 250% of the target units.

What performance period applies to Frank Keller’s PayPal (PYPL) PSU grant?

The PSU grant has a performance period from March 1, 2029 to March 1, 2031. During this time, PayPal’s average closing stock price must meet specified hurdles over 60-day windows to determine how many units are ultimately earned and eligible to vest.

How can the payout on Frank Keller’s PayPal (PYPL) PSUs vary?

The number of PSUs earned can range from 0% to 250% of the 146,778 target units. Actual payout depends on how PayPal’s stock price performs against defined price hurdles during the 2029–2031 performance period, as described in the award’s terms.

What is the vesting schedule for Frank Keller’s PayPal (PYPL) PSUs?

Once a stock price hurdle is achieved and certified, 25% of the earned PSUs vest after certification. The remaining 75% vest on March 1, 2031, in each case generally requiring Frank Keller’s continued employment through the respective vesting dates.

Does Frank Keller pay anything for the PayPal (PYPL) PSU grant reported?

The filing shows the PSUs were granted at a price of $0.00 per unit, indicating they are a compensation award rather than a purchase. Value to Keller depends on future PayPal stock performance and meeting the award’s performance and service conditions.