[Form 4] PayPal Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Jamie S. Miller, PayPal Holdings (PYPL) EVP and Chief Financial & Operating Officer, reported equity transactions on 09/15/2025 related to restricted stock units (RSUs) granted on December 15, 2023. Per the filing, 9,094 and 2,910 RSUs vested on that date, and 6,129 shares were withheld to satisfy tax withholding obligations at a price of $66.89 per share. After these transactions the reporting person beneficially owned 41,133 shares of PayPal common stock. The filing reiterates the RSU vesting schedule: one-third on the first anniversary of the grant and quarterly thereafter until fully vested on the third anniversary.

Positive

• RSU vesting completed as scheduled, supporting executive retention
• Beneficial ownership remains substantial at 41,133 shares after transactions

Negative

• 6,129 shares were withheld to satisfy taxes, reducing net shares delivered to the reporting person
• $66.89 is the reported per-share price tied to the shares withheld for tax, indicating a realized value on the withheld portion

Insights

Financial Analyst

TL;DR: Executive RSU vesting increased share holdings while tax-withheld shares were sold at $66.89 each.

The filing documents routine equity compensation activity rather than an opportunistic open-market sale. Vesting of 12,004 RSUs (9,094 and 2,910) increased the reported beneficial position, while 6,129 shares were withheld to cover taxes at a reported price of $66.89, reducing the net increase. This is consistent with standard executive compensation settlements and does not indicate a change in corporate guidance, financing, or control. The transactions are mechanical outcomes of the December 15, 2023 grant and its three-year vesting schedule.

Corporate Governance Expert

TL;DR: This is routine compensation vesting and tax withholding, reflecting retention incentives, not governance changes.

The disclosure shows enforcement of an existing equity award granted in 2023 and the expected vesting mechanics. Withholding 6,129 shares for taxes is a common administrative step and reduces the executive's post-transaction share count to 41,133. There are no indications of departures, additional grants, or amendments to equity plans in this filing. For investors, the filing signals alignment of executive pay with multi-year vesting schedules rather than immediate liquidity-driven dispositions.

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).

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)
09/15/2025

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	09/15/2025		M		9,094	A	$0.0	44,352	D
Common Stock	09/15/2025		M		2,910	A	$0.0	47,262	D
Common Stock	09/15/2025		F		6,129(1)	D	$66.89	41,133	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)	09/15/2025		M			9,094	(3)	(4)	Common Stock	9,094	$0.0	45,471	D
Restricted Stock Units -2	(2)	09/15/2025		M			2,910	(3)	(4)	Common Stock	2,910	$0.0	14,550	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 (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: Jamie S Miller	09/15/2025
	** 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 transactions did Jamie S. Miller report on Form 4 for PYPL?

The filing reports RSU vesting on 09/15/2025: 9,094 and 2,910 RSUs vested and 6,129 shares were withheld for taxes at $66.89 per share.

How many PayPal shares does Jamie S. Miller beneficially own after the reported transactions?

The filing reports 41,133 shares of PayPal common stock beneficially owned following the transactions.

When were the RSUs originally granted and what is the vesting schedule?

The RSUs were granted on December 15, 2023 with vesting of one-third on the first anniversary and quarterly vesting thereafter until fully vested on the third anniversary.

Why were shares withheld and how many were withheld?

Shares were withheld to satisfy tax withholding obligations; 6,129 shares were withheld at a reported price of $66.89 per share.

What is Jamie S. Miller's role at PayPal as stated in the filing?

The filing lists the reporting person as an Officer, specifically EVP, Chief Fin & Op Officer.