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Large PSU grant ties PayPal (NASDAQ: PYPL) CEO pay to stock price

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

LORES ENRIQUE reported acquisition or exercise transactions in this Form 4 filing.

PayPal Holdings, Inc. reported that President and CEO Enrique Lores received a grant of 587,168 performance stock units. Each unit represents a right to one share of PayPal common stock, but the actual number earned will depend on future stock price performance.

The PSUs can pay out at 0%, 100%, 175% or 250% of the target amount based on stock price hurdles measured over a performance period from March 1, 2029 to March 1, 2031. If a hurdle is met based on a 60-day average price, 25% of the earned units vest after certification, and the remaining 75% vest on March 1, 2031, generally requiring Lores to remain employed through those vesting dates.

Positive

  • None.

Negative

  • None.
Insider LORES ENRIQUE
Role President and CEO
Type Security Shares Price Value
Grant/Award Performance Stock Units 1 587,168 $0.00 $0.00
Holdings After Transaction: Performance Stock Units 1 — 587,168 shares (Direct)
Footnotes (3)
  1. F1. Each performance stock unit represents a contingent right to receive one share of PayPal's common stock.
  2. F2. The reporting person received a one-time performance-based restricted stock unit ("PSU") grant on May 27, 2026. The number of PSUs that may be earned is based on achievement of Company common stock price hurdles during the performance period beginning on March 1, 2029 and ending on March 1, 2031, with potential payouts at 0%, 100%, 175%, and 250% of the target number of PSUs. A stock price hurdle is attained when, at any time during the performance period, the Company's average closing price over a 60-calendar day period equals or exceeds the stock price hurdle. Upon attainment of a stock price hurdle, 25% of the earned PSUs will vest upon certification of the achievement and 75% will vest on March 1, 2031, in each case generally subject to the reporting person's continued employment through the vesting date.
  3. F3. Not applicable.
PSU grant size 587,168 units Target performance stock units granted May 27, 2026
Share conversion 1 unit = 1 share Each PSU equals one PayPal common share if earned
Performance period Mar 1, 2029–Mar 1, 2031 Window for meeting stock price hurdles
Payout range 0%, 100%, 175%, 250% Possible payout levels vs target PSUs
Vesting split 25% / 75% 25% at certification; 75% on Mar 1, 2031
Performance Stock Units financial
"Each performance stock unit represents a contingent right to receive one share of PayPal's common stock."
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
restricted stock unit financial
"The reporting person received a one-time performance-based restricted stock unit ("PSU") grant on May 27, 2026."
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
stock price hurdles financial
"The number of PSUs that may be earned is based on achievement of Company common stock price hurdles during the performance period"
"Stock price hurdles" are specific price levels that investors watch closely because reaching them can signal a potential change in the stock's future. Think of them like checkpoints in a video game; once the stock hits these levels, it might trigger new buying or selling activity, affecting whether the price goes up or down.
performance period financial
"during the performance period beginning on March 1, 2029 and ending on March 1, 2031"
The performance period is the specific time span over which an investment’s results, an employee’s targets, or a fund’s returns are measured and judged. It matters to investors because the length and start/end of that window determine which gains or losses count toward performance fees, bonus payouts, or benchmark comparisons—much like timing a race decides who wins, the chosen period can change whether results look strong or weak.
vesting financial
"25% of the earned PSUs will vest upon certification of the achievement and 75% will vest on March 1, 2031"
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

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

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FAQ

What did the Form 4 disclose about PayPal (PYPL) CEO Enrique Lores?
The Form 4 shows CEO Enrique Lores received 587,168 performance stock units. These units are tied to PayPal’s future stock price, with actual shares earned based on achieving specific stock price hurdles over a multi‑year performance period ending March 1, 2031.

How many performance stock units did the PayPal (PYPL) CEO receive?
Enrique Lores received 587,168 performance stock units as a one‑time grant. Each unit represents a contingent right to one share of PayPal common stock, subject to future stock price performance and vesting conditions over the 2029–2031 performance period.

How is the PayPal (PYPL) CEO’s PSU payout determined?
Payout on the CEO’s PSUs depends on stock price hurdles during March 1, 2029 to March 1, 2031. The award can pay out at 0%, 100%, 175%, or 250% of the 587,168 target units, based on average closing prices over specified 60‑day periods.

When do Enrique Lores’ PayPal (PYPL) PSUs vest?
Once a stock price hurdle is met and certified, 25% of the earned PSUs vest. The remaining 75% vest on March 1, 2031, generally requiring Enrique Lores to remain employed with PayPal through the relevant vesting dates to receive the shares.

What stock price hurdles apply to the PayPal (PYPL) CEO PSU grant?
A stock price hurdle is met when PayPal’s average closing price over any 60‑calendar‑day period reaches or exceeds preset levels. Each achieved hurdle determines how many PSUs are earned, with potential payouts at 0%, 100%, 175%, or 250% of the target grant.

Does the PayPal (PYPL) CEO PSU award pay out immediately?
The award does not pay out immediately. Units can only be earned if stock price hurdles are achieved between March 1, 2029 and March 1, 2031, and then vesting occurs partly upon certification and mostly on March 1, 2031, subject to continued employment.
SEC Form 4
FORM 4UNITED 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*
LORES ENRIQUE
(Last)(First)(Middle)
C/O PAYPAL HOLDINGS, INC.
2211 NORTH FIRST STREET
(Street)
SAN JOSE CALIFORNIA 95131
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
PayPal Holdings, Inc. [ PYPL ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President and CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/27/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Stock Units 1(1)05/27/2026A587,168 (2) (3)Common Stock587,168$0.0587,168D
Explanation of Responses:
1. Each performance stock unit represents a contingent right to receive one share of PayPal's common stock.
2. The reporting person received a one-time performance-based restricted stock unit ("PSU") grant on May 27, 2026. The number of PSUs that may be earned is based on achievement of Company common stock price hurdles during the performance period beginning on March 1, 2029 and ending on March 1, 2031, with potential payouts at 0%, 100%, 175%, and 250% of the target number of PSUs. A stock price hurdle is attained when, at any time during the performance period, the Company's average closing price over a 60-calendar day period equals or exceeds the stock price hurdle. Upon attainment of a stock price hurdle, 25% of the earned PSUs will vest upon certification of the achievement and 75% will vest on March 1, 2031, in each case generally subject to the reporting person's continued employment through the vesting date.
3. Not applicable.
By: Brian Yamasaki For: Enrique Lores05/29/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR