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PayPal (PYPL) EVP Frank Keller awarded RSUs and reports tax-share withholdings

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

Rhea-AI Filing Summary

PayPal Holdings EVP Frank Keller reported several equity-compensation transactions dated March 1, 2026. He received a grant of 158,536 restricted stock units, each representing one future share of common stock, plus a grant of 32,783 shares of common stock. Multiple earlier restricted stock unit awards vested and were converted into common stock, while 18,130 and 18,474 shares were withheld to cover tax obligations on these vestings. After these transactions, Keller directly owned 81,148 shares of PayPal common stock.

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Insider Keller Frank
Role EVP, GM, Large Ent & Mer Plat.
Type Security Shares Price Value
Grant/Award Restricted Stock Units -10 158,536 $0.00 --
Exercise Restricted Stock Units -4 1,319 $0.00 --
Exercise Restricted Stock Units -5 1,055 $0.00 --
Exercise Restricted Stock Units -7 3,418 $0.00 --
Exercise Restricted Stock Units -9 27,610 $0.00 --
Grant/Award Common Stock 32,783 $0.00 --
Tax Withholding Common Stock 18,130 $0.00 --
Exercise Common Stock 1,319 $0.00 --
Exercise Common Stock 1,055 $0.00 --
Exercise Common Stock 3,418 $0.00 --
Exercise Common Stock 27,610 $0.00 --
Tax Withholding Common Stock 18,474 $0.00 --
Holdings After Transaction: Restricted Stock Units -10 — 158,536 shares (Direct); Restricted Stock Units -4 — 0 shares (Direct); Restricted Stock Units -5 — 0 shares (Direct); Restricted Stock Units -7 — 13,672 shares (Direct); Restricted Stock Units -9 — 55,218 shares (Direct); Common Stock — 84,350 shares (Direct)
Footnotes (1)
  1. Represents shares earned in respect to performance-based restricted stock units (PBRSUs) based on the achievement by PayPal of certain performance targets for the 2023-2025 performance period, which were vested as shares of common stock on 3/1/2026. Represents shares withheld to satisfy tax withholding obligations in connection with the vesting of shares of common stock underlying PBRSUs on 3/1/2026. Represents shares withheld to satisfy tax withholding obligations in connection with the vesting of shares of restricted stock units granted to the reporting person. Each restricted stock unit represents a contingent right to receive one share of PayPal's common stock. 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. Not applicable. The reporting person received a restricted stock unit grant on March 1, 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, 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. The reporting person received a restricted stock unit grant on March 1, 2024, 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. 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.
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*
Keller Frank

(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, Large Ent & Mer Plat.
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 A 32,783(1) A $0 84,350 D
Common Stock 03/01/2026 F 18,130(2) D $0 66,220 D
Common Stock 03/01/2026 M 1,319 A $0 67,539 D
Common Stock 03/01/2026 M 1,055 A $0 68,594 D
Common Stock 03/01/2026 M 3,418 A $0 72,012 D
Common Stock 03/01/2026 M 27,610 A $0 99,622 D
Common Stock 03/01/2026 F 18,474(3) D $0 81,148 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 -10 (4) 03/01/2026 A 158,536 (5) (6) Common Stock 158,536 $0 158,536 D
Restricted Stock Units -4 (4) 03/01/2026 M 1,319 (7) (6) Common Stock 1,319 $0 0 D
Restricted Stock Units -5 (4) 03/01/2026 M 1,055 (7) (6) Common Stock 1,055 $0 0 D
Restricted Stock Units -7 (4) 03/01/2026 M 3,418 (8) (6) Common Stock 3,418 $0 13,672 D
Restricted Stock Units -9 (4) 03/01/2026 M 27,610 (9) (6) Common Stock 27,610 $0 55,218 D
Explanation of Responses:
1. Represents shares earned in respect to performance-based restricted stock units (PBRSUs) based on the achievement by PayPal of certain performance targets for the 2023-2025 performance period, which were vested as shares of common stock on 3/1/2026.
2. Represents shares withheld to satisfy tax withholding obligations in connection with the vesting of shares of common stock underlying PBRSUs on 3/1/2026.
3. Represents shares withheld to satisfy tax withholding obligations in connection with the vesting of shares of restricted stock units granted to the reporting person.
4. Each restricted stock unit represents a contingent right to receive one share of PayPal's common stock.
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.
6. Not applicable.
7. The reporting person received a restricted stock unit grant on March 1, 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, 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.
8. The reporting person received a restricted stock unit grant on March 1, 2024, 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.
9. 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.
By: Brian Yamasaki For: Frank Keller 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.
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FAQ

What did PayPal (PYPL) executive Frank Keller report in this Form 4?

Frank Keller reported grants, vesting, and tax-related share withholdings. He received restricted stock units and common stock, had prior equity awards vest into shares, and some shares were withheld to satisfy tax obligations related to those vestings.

How many restricted stock units did Frank Keller receive from PayPal (PYPL)?

Frank Keller received a grant of 158,536 restricted stock units. Each unit represents a contingent right to receive one share of PayPal common stock, subject to a three-year vesting schedule beginning on March 1, 2026, with quarterly vesting after the first year.

How many PayPal (PYPL) common shares did Frank Keller directly own after these transactions?

After the reported transactions, Frank Keller directly owned 81,148 shares of PayPal common stock. This reflects new grants, conversions of restricted stock units into shares, and shares withheld to cover tax obligations tied to equity vesting.

Why were some PayPal (PYPL) shares withheld in Frank Keller’s Form 4 filing?

Shares were withheld to satisfy tax withholding obligations. Specifically, 18,130 and 18,474 shares of PayPal common stock were withheld in connection with the vesting of performance-based and time-based restricted stock units on March 1, 2026.

What performance period was tied to Frank Keller’s PayPal (PYPL) PBRSUs?

The performance-based restricted stock units were tied to PayPal’s achievement of certain performance targets for the 2023–2025 performance period. Shares earned under these PBRSUs vested as common stock on March 1, 2026, according to the filing footnotes.

How do Frank Keller’s PayPal (PYPL) restricted stock units vest over time?

The restricted stock units granted on March 1, 2026 vest over three years: one-third vests on the one-year anniversary of the grant, then one-twelfth vests on each quarterly anniversary until the third anniversary, when the award becomes fully vested.