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PayPal (PYPL) president vests 8,504 RSU shares; 4,342 withheld for tax

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

Rhea-AI Filing Summary

PayPal Holdings, Inc. executive Suzan Kereere reported routine equity compensation activity involving restricted stock units. She exercised 8,504 restricted stock units into the same number of shares of common stock, reflecting vesting of prior awards. To cover tax obligations on this vesting, 4,342 shares were withheld at a price of $45.04 per share rather than sold in the open market. After these transactions, she directly holds 35,145 shares of PayPal common stock and 25,507 restricted stock units that remain outstanding under the vesting schedule described.

Positive

  • None.

Negative

  • None.
Insider Kereere Suzan
Role President, Global Markets
Type Security Shares Price Value
Exercise Restricted Stock Units -2 8,504 $0.00 --
Exercise Common Stock 8,504 $0.00 --
Tax Withholding Common Stock 4,342 $45.04 $196K
Holdings After Transaction: Restricted Stock Units -2 — 25,507 shares (Direct, null); Common Stock — 39,487 shares (Direct, null)
Footnotes (1)
  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. 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 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.
RSUs vested and exercised 8,504 shares Restricted stock units converted into common stock on 2026-05-15
Shares withheld for taxes 4,342 shares Tax withholding disposition at $45.04 per share on 2026-05-15
Tax withholding price $45.04 per share Value used for 4,342 withheld shares
Common shares held after transactions 35,145 shares Direct PayPal common stock holdings following Form 4 transactions
Restricted stock units outstanding 25,507 units RSUs remaining after 8,504-unit vesting event
restricted stock units financial
"Represents shares withheld to satisfy tax withholding obligations in connection with the vesting of shares of restricted stock units granted to the reporting person."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
tax withholding obligations financial
"Represents shares withheld to satisfy tax withholding obligations in connection with the vesting of shares of restricted stock units granted to the reporting person."
derivative exercise/conversion financial
"transaction_action": "derivative exercise/conversion"
contingent right financial
"Each restricted stock unit represents a contingent right to receive one share of PayPal's common stock."
three-year vesting schedule financial
"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"
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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*
Kereere Suzan

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
President, Global Markets
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026
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
Common Stock05/15/2026M8,504A$0.039,487D
Common Stock05/15/2026F4,342(1)D$45.0435,145D
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
Restricted Stock Units -2(2)05/15/2026M8,504 (3) (4)Common Stock8,504$0.025,507D
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, 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: Suzan Kereere05/15/2026
** 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)

FAQ

What insider activity did PayPal (PYPL) report for Suzan Kereere?

Suzan Kereere reported routine compensation-related transactions. 8,504 restricted stock units vested into common shares, and 4,342 of those shares were withheld to cover tax obligations at $45.04 per share, leaving her with 35,145 directly held shares and 25,507 unvested units.

Did Suzan Kereere buy or sell PayPal (PYPL) shares on the open market?

The filing does not show open-market buying or selling. Instead, 4,342 shares were disposed of as tax withholding at $45.04 per share tied to the vesting of 8,504 restricted stock units, which is a standard, non-discretionary compensation mechanism.

How many PayPal (PYPL) shares does Suzan Kereere hold after this Form 4?

After the reported transactions, Suzan Kereere directly holds 35,145 shares of PayPal common stock. She also has 25,507 restricted stock units outstanding, which represent additional potential shares that may be delivered as they vest over the described three-year schedule.

What was the size of the restricted stock unit vesting for PayPal (PYPL)?

The vesting involved 8,504 restricted stock units converting into an equal number of PayPal common shares. This reflects one event in a three-year vesting schedule where one-third vests after one year and 1/12 vests quarterly until the third anniversary.

At what price were PayPal (PYPL) shares used for tax withholding?

The shares withheld for taxes were valued at $45.04 per share. In total, 4,342 shares were withheld at this price to satisfy tax obligations triggered by the vesting of 8,504 restricted stock units previously granted to Suzan Kereere.

What is the vesting schedule of Suzan Kereere’s PayPal (PYPL) restricted stock units?

The restricted stock units vest over three years: one-third vests on the first anniversary of the grant date, then 1/12 vests on each quarterly anniversary until the third anniversary, when the award becomes fully vested and delivers common shares.