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PayPal (PYPL) CFO Jamie Miller gains shares as RSUs vest and taxes withheld

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

Rhea-AI Filing Summary

PayPal Holdings, Inc. executive Jamie S. Miller reported routine equity compensation activity involving restricted stock units and related tax withholding. On March 15, 2026, RSUs converted into a total of 12,005 shares of common stock, reflecting vesting under prior equity awards. To cover tax obligations triggered by this vesting, 6,129 shares of common stock were withheld at a reference price of $44.90 per share, rather than sold on the open market. After these transactions, Miller directly owned 67,400 shares of PayPal common stock, indicating a net increase in her share position from this compensation event.

Positive

  • None.

Negative

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Insights

Routine RSU vesting increased the executive’s holdings, with part of the award withheld for taxes.

Jamie S. Miller, EVP and Chief Financial & Operating Officer of PayPal, reported vesting of restricted stock units that converted into 12,005 shares of common stock. Footnotes clarify that each RSU delivers one share upon vesting under a three-year schedule that began on December 15, 2023.

To satisfy tax withholding obligations from this vesting, 6,129 shares were withheld at $44.90 per share, coded as an F transaction. This is a non-market, mechanical disposition for taxes rather than a discretionary sale. Following these events, Miller directly held 67,400 shares, reflecting a net increase in equity exposure.

The filing shows 2 derivative exercises (RSU conversions) and one tax-withholding entry, with no open-market buys or sells reported. These are typical compensation-related events, so the informational value for investors is modest and does not materially change the broader investment picture for PayPal.

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*
Miller Jamie S

(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, Chief Fin & Op Officer
3. Date of Earliest Transaction (Month/Day/Year)
03/15/2026
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 03/15/2026 M 9,095 A $0.0 70,619 D
Common Stock 03/15/2026 M 2,910 A $0.0 73,529 D
Common Stock 03/15/2026 F 6,129(1) D $44.9 67,400 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) 03/15/2026 M 9,095 (3) (4) Common Stock 9,095 $0.0 27,282 D
Restricted Stock Units -2 (2) 03/15/2026 M 2,910 (3) (4) Common Stock 2,910 $0.0 8,730 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, 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: Jamie S Miller 03/17/2026
** 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 did PayPal (PYPL) EVP Jamie S. Miller report in this Form 4?

Jamie S. Miller reported routine equity compensation activity. Restricted stock units vested into 12,005 shares of PayPal common stock, and 6,129 shares were withheld to cover tax obligations. After these transactions, she directly owned 67,400 PayPal shares, increasing her net equity position.

Did Jamie S. Miller buy or sell PayPal (PYPL) shares on the open market?

The Form 4 shows no open-market purchases or sales. Shares reported as an F-code transaction—6,129 shares at $44.90—were withheld to satisfy tax withholding obligations on vested restricted stock units, rather than being voluntarily sold into the market.

How many PayPal (PYPL) shares did Jamie S. Miller gain from RSU vesting?

Restricted stock units converted into 12,005 shares of PayPal common stock. These shares arose from previously granted RSUs that vested on March 15, 2026 under a three-year vesting schedule that began with a grant dated December 15, 2023, as described in the footnotes.

What is Jamie S. Miller’s PayPal (PYPL) ownership after these transactions?

After the reported RSU vesting and tax withholding, Jamie S. Miller directly held 67,400 shares of PayPal common stock. This figure reflects the net result of 12,005 shares issued upon vesting and 6,129 shares withheld to cover associated tax liabilities.

How are Jamie S. Miller’s restricted stock units in PayPal (PYPL) structured?

Each restricted stock unit represents a contingent right to receive one PayPal share. A grant dated December 15, 2023 vests over three years: one-third after one year, then one-twelfth quarterly until the third anniversary, when the award becomes fully vested and delivers common shares.

Is this PayPal (PYPL) Form 4 a significant bullish or bearish signal?

The Form 4 reflects routine compensation-related vesting and tax withholding, not open-market trading. Miller’s holdings rose to 67,400 shares following RSU conversion, suggesting a mechanical equity increase rather than a directional bet, so the signal for PayPal’s stock outlook is limited.
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