PayPal (PYPL) EVP Diego Scotti receives 158,536 RSUs and shares vest

Rhea-AI Filing Summary

PayPal Holdings EVP Diego Scotti reported equity award activity. On March 1, 2026 he acquired 158,536 restricted stock units in a new grant and had 27,610 restricted stock units vest and convert into the same number of common shares. To cover tax withholding on this vesting, 15,269 common shares were withheld, leaving him with 34,289 common shares held directly afterward.

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^*

Scotti Diego

(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 Consumer Group

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

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	03/01/2026		M		27,610	A	$0.0	49,558	D
Common Stock	03/01/2026		F		15,269(1)	D	$0.0	34,289	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 -2	(2)	03/01/2026		M			27,610	(3)	(4)	Common Stock	27,610	$0.0	55,218	D
Restricted Stock Units -3	(2)	03/01/2026		A		158,536		(5)	(4)	Common Stock	158,536	$0.0	158,536	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 March 1, 2025, 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.

4. Not applicable.

5. The reporting person received a restricted stock unit grant on March 1, 2026, 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: Diego Scotti	03/03/2026
	** 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).
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

What insider transactions did PayPal (PYPL) EVP Diego Scotti report?

Diego Scotti reported vesting of 27,610 restricted stock units that converted into common shares and a new grant of 158,536 restricted stock units. He also had 15,269 common shares withheld to satisfy tax obligations tied to the vesting.

How many restricted stock units were granted to the PayPal (PYPL) executive?

Diego Scotti received a grant of 158,536 restricted stock units on March 1, 2026. These units vest over three years and each unit represents a contingent right to receive one share of PayPal common stock when it vests.

What is the vesting schedule for Diego Scotti’s PayPal (PYPL) RSU awards?

Diego Scotti’s restricted stock unit grants vest over three years: one-third on the first anniversary of the grant date, then one-twelfth on each quarterly anniversary until the third anniversary, when the award becomes fully vested in common shares.

Why were 15,269 PayPal (PYPL) shares disposed of in Diego Scotti’s filing?

The 15,269 common shares were withheld to satisfy tax withholding obligations triggered by the vesting of restricted stock units. This disposition was a tax-withholding transaction, not an open-market sale initiated for investment purposes.

How many PayPal (PYPL) common shares does Diego Scotti hold after these transactions?

Following the March 1, 2026 transactions, Diego Scotti directly held 34,289 shares of PayPal common stock. These holdings reflect the shares received from vested restricted stock units after accounting for shares withheld to cover tax obligations.

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

Each restricted stock unit reported for Diego Scotti represents a contingent right to receive one share of PayPal common stock. When the units vest under the specified schedule, they settle in an equivalent number of common shares delivered to the executive.