PayPal (NASDAQ: PYPL) CEO discloses RSU vesting and tax-share sale

Rhea-AI Filing Summary

PayPal Holdings, Inc. President and CEO James Alexander Chriss reported routine equity compensation activity. On 01/15/2026, 23,281 restricted stock units were converted into shares of PayPal common stock at an exercise price of $0.0, increasing his directly held common stock to 206,127 shares before related tax withholding.

On the same date, 9,724 shares of common stock were withheld at a price of $57.66 per share to cover tax obligations tied to the RSU vesting, leaving Chriss with 196,403 shares of PayPal common stock held directly after these transactions. Following the RSU conversion, he continued to hold 69,838 restricted stock units, each representing a contingent right to receive one share of PayPal common stock under a three-year vesting schedule with quarterly installments after the first year.

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^*

Chriss James Alexander

(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
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2026

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	01/15/2026		M		23,281	A	$0.0	206,127	D
Common Stock	01/15/2026		F		9,724(1)	D	$57.66	196,403	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)	01/15/2026		M			23,281	(3)	(4)	Common Stock	23,281	$0.0	69,838	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 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: James Alexander Chriss	01/16/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider activity did PayPal (PYPL) report for its CEO on January 15, 2026?

PayPal reported that President and CEO James Alexander Chriss converted 23,281 restricted stock units into shares of common stock at an exercise price of $0.0, and had 9,724 shares withheld at $57.66 per share to cover tax obligations related to the vesting.

How many PayPal (PYPL) shares does CEO James Chriss hold after the reported Form 4 transactions?

After the reported transactions on 01/15/2026, CEO James Alexander Chriss directly beneficially owned 196,403 shares of PayPal common stock.

What happened to the restricted stock units reported in the PayPal (PYPL) Form 4?

23,281 restricted stock units were converted into an equal number of PayPal common shares at an exercise price of $0.0. The filing also shows that 69,838 restricted stock units remained beneficially owned following the transactions.

Why were 9,724 PayPal (PYPL) shares disposed of in the CEO's Form 4 filing?

The 9,724 shares of PayPal common stock were withheld at a price of $57.66 per share to satisfy tax withholding obligations arising from the vesting of restricted stock units granted to the CEO.

How do PayPal (PYPL) restricted stock units work for the CEO in this filing?

Each restricted stock unit represents a contingent right to receive one share of PayPal common stock. The grant referenced in the filing vests over three years, with one-third vesting on the one-year anniversary of the grant date and the remainder vesting in quarterly installments until the third anniversary.

Is the PayPal (PYPL) CEO’s reported transaction a sale on the open market?

The Form 4 shows shares withheld for taxes in connection with RSU vesting, rather than an open-market discretionary sale. The withholding of 9,724 shares was to meet tax obligations tied to the vesting event.