PayPal Director Chooses Stock Over Cash for Committee Role Compensation

PayPal Holdings director Frank D. Yeary reported changes in beneficial ownership on June 23, 2025.

Rhea-AI Filing Summary

PayPal Holdings director Frank D. Yeary reported changes in beneficial ownership on June 23, 2025. Key transactions include:

• Acquired 131 shares of common stock at $0.00 per share as compensation for serving on the Compensation Committee
• The shares were granted in lieu of an annual retainer fee of $9,419.18 (prorated portion of $18,000 annual committee retainer)
• Yeary elected to defer receipt of this stock payment under PayPal's Deferred Compensation Plan

Following these transactions, Yeary's total beneficial ownership consists of:

• 50,761 shares held directly
• 4,500 shares held indirectly through a trust
• 8 shares held indirectly by his son

Insider Trade Summary

Grant/Award: 131 shares

Grant/Award 3 txns

Insider Yeary Frank D

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	131	$0.00	$0.00
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 50,761 shares (Direct); Common Stock — 4,500 shares (Indirect, Trust); Common Stock — 8 shares (Indirect, by Son)

Footnotes (1)

1. F1. Pursuant to the Company's Independent Director Compensation Policy, the reporting person has elected to receive common stock in lieu of the annual retainer fees payable in connection with his appointment as a member of the Company's Compensation Committee, effective as of June 23, 2025. The number of shares of common stock awarded represent the quotient of (A) $9,419.18 (representing the reporting person's Risk and Compliance Committee member retainer of $18,000, prorated to reflect the number of days from the date of his appointment to December 31, 2025), divided by (B) the Company's closing stock price on the date of grant, rounded up to the nearest whole share of common stock. The reporting person has elected to defer receipt of this stock payment award under the PayPal Holdings, Inc. Deferred Compensation Plan, as amended and restated.

FAQ

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

How many PYPL shares did Director Frank Yeary acquire on June 23, 2025?

Director Frank Yeary acquired 131 shares of PYPL common stock on June 23, 2025, as part of his compensation for serving on the company's Compensation Committee.

What is the total PYPL stock ownership of Director Frank Yeary after the June 2025 transaction?

Following the transaction, Frank Yeary beneficially owns a total of 55,269 PYPL shares, consisting of 50,761 shares held directly, 4,500 shares held in trust, and 8 shares held by his son.

Why did PYPL Director Frank Yeary receive shares instead of cash compensation?

Director Yeary elected to receive common stock in lieu of annual retainer fees for his position as a member of PayPal's Compensation Committee, under the company's Independent Director Compensation Policy. The shares were valued at $9,419.18, representing his prorated Risk and Compliance Committee member retainer of $18,000.

What happened to the PYPL shares awarded to Director Yeary in June 2025?

Director Yeary elected to defer receipt of the stock payment award (131 shares) under the PayPal Holdings, Inc. Deferred Compensation Plan, as amended and restated.

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

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Accepted by SEC EDGAR 06/24/2025 - 05:59 PM EDT 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^*

Yeary Frank D

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/23/2025

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	06/23/2025		A		131(1)	A	$0.0	50,761	D
Common Stock								4,500	I	Trust
Common Stock								8	I	by Son

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

Explanation of Responses:

1. Pursuant to the Company's Independent Director Compensation Policy, the reporting person has elected to receive common stock in lieu of the annual retainer fees payable in connection with his appointment as a member of the Company's Compensation Committee, effective as of June 23, 2025. The number of shares of common stock awarded represent the quotient of (A) $9,419.18 (representing the reporting person's Risk and Compliance Committee member retainer of $18,000, prorated to reflect the number of days from the date of his appointment to December 31, 2025), divided by (B) the Company's closing stock price on the date of grant, rounded up to the nearest whole share of common stock. The reporting person has elected to defer receipt of this stock payment award under the PayPal Holdings, Inc. Deferred Compensation Plan, as amended and restated.

	By: Brian Yamasaki For: Frank D. Yeary	06/24/2025
	** 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.
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