PayPal (NASDAQ: PYPL) EVP discloses RSU vesting and tax share withholding

Rhea-AI Filing Summary

PayPal Holdings, Inc. executive Jamie S. Miller, EVP, Chief Fin & Op Officer, reported equity award vesting and related share withholding dated 12/15/2025. She acquired 9,094 and 2,910 shares of common stock at $0.0 per share through the vesting and settlement of restricted stock units.

To cover tax withholding on the vesting, 6,129 shares were disposed of at a price of $61.66, as described in the footnotes. After these transactions, Miller directly owns 47,008 shares of PayPal common stock. She also holds derivative interests through restricted stock units, including 36,377 and 11,640 units, each representing the right to receive one share of common stock upon vesting under a three-year vesting schedule that began with a grant on December 15, 2023.

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^*

Miller Jamie S

(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, Chief Fin & Op Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2025

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	12/15/2025		M		9,094	A	$0.0	50,227	D
Common Stock	12/15/2025		M		2,910	A	$0.0	53,137	D
Common Stock	12/15/2025		F		6,129(1)	D	$61.66	47,008	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)	12/15/2025		M			9,094	(3)	(4)	Common Stock	9,094	$0.0	36,377	D
Restricted Stock Units -2	(2)	12/15/2025		M			2,910	(3)	(4)	Common Stock	2,910	$0.0	11,640	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 (the 'Grant Date'), 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: Jamie S Miller	12/16/2025
	** 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).
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FAQ

What insider transaction did PayPal (PYPL) report for Jamie S. Miller?

Jamie S. Miller reported the vesting of restricted stock units that resulted in the acquisition of 9,094 and 2,910 PayPal common shares on 12/15/2025, along with a related share disposition to cover taxes.

How many PayPal shares does Jamie S. Miller own after the 12/15/2025 transactions?

Following the reported transactions, Jamie S. Miller directly owns 47,008 shares of PayPal common stock.

Why were 6,129 PayPal shares disposed of at $61.66?

The 6,129 shares shown as disposed of at $61.66 represent shares withheld to satisfy tax withholding obligations in connection with the vesting of restricted stock units.

What restricted stock unit grants are reported for Jamie S. Miller at PayPal (PYPL)?

Miller received a restricted stock unit grant on December 15, 2023 subject to a three-year vesting schedule, with units converting into common shares as they vest. After the 12/15/2025 vesting, she holds 36,377 and 11,640 restricted stock units on a beneficially owned basis.

What is the vesting schedule for Jamie S. Miller’s PayPal restricted stock units?

The grant vests 1/3 on the one-year anniversary of the December 15, 2023 grant date, and 1/12 on each quarterly anniversary thereafter until the third anniversary, when it becomes fully vested.

What position does Jamie S. Miller hold at PayPal?

Jamie S. Miller is reported as an Officer of PayPal with the title EVP, Chief Fin & Op Officer.

What does each PayPal restricted stock unit represent in this filing?

Each restricted stock unit reported for Jamie S. Miller represents a contingent right to receive one share of PayPal common stock upon vesting.