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

Rhea-AI Filing Summary

PayPal Holdings executive Michelle Gill, EVP and GM of SMB & Financial Services, reported the vesting of restricted stock units on 12/15/2025. Two RSU tranches converted into 9,094 and 2,910 shares of common stock at no cost, increasing her holdings before tax withholding. To satisfy tax obligations, 5,952 shares were withheld at a price of $61.66 per share. After these transactions, she directly owns 48,276 shares of PayPal common stock. The RSUs stem from a 12/15/2023 grant that vests over three years, with shares delivered as each portion vests.

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^*

Gill Michelle

(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, GM, SMB & Financial Svcs

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	51,318	D
Common Stock	12/15/2025		M		2,910	A	$0.0	54,228	D
Common Stock	12/15/2025		F		5,952(1)	D	$61.66	48,276	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: Michelle Gill	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) executive Michelle Gill report?

Michelle Gill reported the vesting of restricted stock units (RSUs) on 12/15/2025, which converted into shares of PayPal common stock and triggered a related tax withholding transaction.

How many PayPal shares vested to Michelle Gill in this filing?

Two RSU tranches vested into 9,094 and 2,910 shares of PayPal common stock, reflecting equity compensation becoming directly owned shares.

Why were 5,952 PayPal shares disposed of in Michelle Gill's Form 4?

The filing states that 5,952 shares were withheld and disposed of to satisfy tax withholding obligations in connection with the RSU vesting, at a price of $61.66 per share.

How many PayPal shares does Michelle Gill own after these transactions?

Following the reported RSU vesting and tax withholding, Michelle Gill directly owns 48,276 shares of PayPal common stock.

What are the key terms of Michelle Gill's PayPal RSU grant?

The filing notes a restricted stock unit grant dated 12/15/2023 with a three-year vesting schedule: one-third vests after one year, then additional portions vest on each quarterly anniversary until the third anniversary, when the grant is fully vested.

What position does Michelle Gill hold at PayPal (PYPL)?

Michelle Gill is reported as an officer of PayPal, serving as EVP, GM, SMB & Financial Services, and she files as a single reporting person on this insider transaction report.