New PayPal Board Member Shows Confidence with Deferred Stock Compensation Plan

Rhea-AI Filing Summary

PayPal Holdings Director Deirdre Stanley received two stock awards on June 24, 2025, both deferred under the company's Deferred Compensation Plan:

• A fully vested stock payment of 3,543 shares valued at $260,685 (prorated annual equity award)
• Additional 779 shares worth $57,260 in lieu of prorated board retainer fees, including compensation for serving on Risk and Compliance Committee and Corporate Governance and Nominating Committee

Total beneficial ownership following these transactions increased to 4,322 shares held directly. These grants reflect Stanley's appointment as a new independent director, with compensation prorated through December 31, 2025. The share calculations were based on PayPal's closing stock price on the grant date, rounded up to whole shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Stanley Deirdre

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	3,543	$0.00	--
Grant/Award	Common Stock	779	$0.00	--

Holdings After Transaction: Common Stock — 3,543 shares (Direct)

Footnotes (1)

1. Pursuant to the Company's Independent Director Compensation Policy, the reporting person has been granted and has received a fully vested stock payment award for shares of Company common stock promptly following her appointment as a director of the Company. The number of shares of common stock granted represents the quotient of (A) $260,684.93 (representing the reporting person's annual equity award of $275,000, prorated to reflect the number of days from the date of her appointment to the first anniversary of the most recent annual stockholders meeting), 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. 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 for services on the Company's Board of Directors and any committees thereof. The number of shares of common stock granted represents the quotient of (A) $57,260.27 (representing the reporting person's annual independent director retainer of $80,000, annual Risk and Compliance Committee member retainer of $20,000 and annual Corporate Governance and Nominating Committee member retainer of $10,000, prorated to reflect the number of days from the date of her 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.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 06/25/2025 - 06:19 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^*

Stanley Deirdre

(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)
06/24/2025

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	06/24/2025		A		3,543(1)	A	$0.0	3,543	D
Common Stock	06/24/2025		A		779(2)	A	$0.0	4,322	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

Explanation of Responses:

1. Pursuant to the Company's Independent Director Compensation Policy, the reporting person has been granted and has received a fully vested stock payment award for shares of Company common stock promptly following her appointment as a director of the Company. The number of shares of common stock granted represents the quotient of (A) $260,684.93 (representing the reporting person's annual equity award of $275,000, prorated to reflect the number of days from the date of her appointment to the first anniversary of the most recent annual stockholders meeting), 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.

2. 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 for services on the Company's Board of Directors and any committees thereof. The number of shares of common stock granted represents the quotient of (A) $57,260.27 (representing the reporting person's annual independent director retainer of $80,000, annual Risk and Compliance Committee member retainer of $20,000 and annual Corporate Governance and Nominating Committee member retainer of $10,000, prorated to reflect the number of days from the date of her 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: Deirdre Stanley	06/25/2025
	** 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.
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.

FAQ

How many PYPL shares did director Deirdre Stanley receive on June 24, 2025?

Director Deirdre Stanley received two stock awards totaling 4,322 shares on June 24, 2025: 3,543 shares as a prorated annual equity award and 779 shares in lieu of cash retainer fees. Both awards were deferred under PayPal's Deferred Compensation Plan.

What is the value of PYPL director Deirdre Stanley's equity compensation package?

Stanley's full annual equity compensation package is valued at $275,000, but she received a prorated amount of $260,684.93 to reflect the period from her appointment date to the first anniversary of the most recent annual stockholders meeting.

What are PYPL director Deirdre Stanley's committee assignments and retainer fees?

Stanley serves on PayPal's Risk and Compliance Committee ($20,000 annual retainer) and Corporate Governance and Nominating Committee ($10,000 annual retainer). Combined with the base director retainer of $80,000, her total annual cash retainer fees would be $110,000, though she elected to receive stock instead.

How does PYPL's director compensation structure work for Deirdre Stanley?

PayPal's director compensation includes: 1) An annual equity award of $275,000 in stock, 2) An annual base retainer of $80,000, and 3) Additional committee retainers ($20,000 for Risk and Compliance Committee, $10,000 for Corporate Governance Committee). Stanley elected to receive all retainer fees in stock rather than cash and deferred both stock awards.