PayPal (NASDAQ: PYPL) executive converts RSUs and uses shares for taxes

Rhea-AI Filing Summary

PayPal Holdings executive Suzan Kereere, President, Global Markets, reported equity award activity in PayPal common stock. On 02/15/2026, she converted 61,222 and 8,503 restricted stock units into the same number of common shares at an exercise price of $0.0 per share.

To satisfy tax withholding obligations related to these vestings, 32,112 shares of common stock were disposed of at $40.29 per share. After these transactions, Kereere directly owned 68,596 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

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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^*

Kereere Suzan

(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)
	President, Global Markets

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2026

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	02/15/2026		M		61,222	A	$0.0	92,205	D
Common Stock	02/15/2026		M		8,503	A	$0.0	100,708	D
Common Stock	02/15/2026		F		32,112(1)	D	$40.29	68,596	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)	02/15/2026		M			61,222	(3)	(4)	Common Stock	61,222	$0.0	0	D
Restricted Stock Units -2	(2)	02/15/2026		M			8,503	(5)	(4)	Common Stock	8,503	$0.0	34,011	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 subject to a two-year vesting schedule, vesting 1/2 on the first-year anniversary of the grant date of the restricted stock unit award, and the remaining 1/2 vesting on the second-year anniversary. 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 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.

	By: Brian Yamasaki For: Suzan Kereere	02/17/2026
	** 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).
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FAQ

What insider transaction did PayPal (PYPL) report for Suzan Kereere?

PayPal reported that Suzan Kereere converted restricted stock units into common shares and used part of those shares to cover tax withholding. These transactions reflect routine equity award vesting, not an open-market purchase or sale program.

How many PayPal (PYPL) shares did Suzan Kereere acquire from RSU vesting?

On February 15, 2026, Suzan Kereere acquired 61,222 and 8,503 PayPal common shares through restricted stock unit conversions. Each restricted stock unit provided one share of common stock upon vesting under previously granted equity award agreements.

Did Suzan Kereere sell PayPal (PYPL) shares in the open market?

The filing shows a tax-withholding disposition of 32,112 PayPal shares at $40.29 to cover tax obligations on vested RSUs. This reflects automatic withholding, not a discretionary open-market sale by the executive for investment purposes.

What is Suzan Kereere’s role at PayPal (PYPL) in this Form 4?

Suzan Kereere is reported as an officer of PayPal with the title President, Global Markets. The Form 4 details changes in her beneficial ownership of PayPal common stock resulting from the vesting and settlement of restricted stock unit awards.

How many PayPal (PYPL) shares does Suzan Kereere hold after these transactions?

Following the February 15, 2026 transactions, Suzan Kereere directly beneficially owned 68,596 shares of PayPal common stock. This figure reflects RSU conversions into shares and the shares withheld to satisfy related tax withholding obligations.

What do the restricted stock units in the PayPal (PYPL) Form 4 represent?

Each restricted stock unit represents a contingent right to receive one PayPal common share, subject to time-based vesting schedules. Upon vesting, the units convert into an equal number of shares, as reflected in the reported February 15, 2026 transactions.