PayPal (NASDAQ: PYPL) chair David Dorman gets stock awards

Rhea-AI Filing Summary

PayPal Holdings director David W. Dorman reported receiving stock-based compensation in the form of common shares. On February 2, 2026, he acquired 564 shares of PayPal common stock at $0 under the company’s Independent Director Compensation Policy as a fully vested stock payment tied to his appointment as Chair of the Board.

On the same date, he also acquired 1,521 shares at $0 by electing to receive common stock instead of cash retainer fees for his Chair role. The first grant reflects a value of $29,486.30, and the fee-related award reflects $79,589.04, both prorated amounts derived from an annual Chair equity or retainer figure of $87,500. After these grants, he directly owned 72,850 shares, and additional common stock was held indirectly through several 2021 Family Trusts.

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^*

DORMAN DAVID W

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2026

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	02/02/2026		A		564(1)	A	$0	71,329	D
Common Stock	02/02/2026		A		1,521(2)	A	$0	72,850	D
Common Stock								495	I	2021 Family Trust 1
Common Stock								605	I	2021 Family Trust 2
Common Stock								150	I	2021 Family Trust 3
Common Stock								72	I	2021 Family Trust 4
Common Stock								225	I	2021 Family Trust 5

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

Explanation of Responses:

1. Pursuant to the Company's Independent Director Compensation Policy, the reporting person has been granted and has received a fully vested stock payment award for shares of Company common stock in connection with his appointment as Chair of the Board of the Directors of the Company. The number of shares of common stock granted represents the quotient of (A) $29,486.30 (representing the reporting person's annual Chair equity award of $87,500, prorated to reflect the number of days from the date of his appointment to the first anniversary of the most recent annual stockholders meeting), divided by (B) the Company's closing stock price on the date of grant, rounded up to the nearest whole share of common stock.

2. Pursuant to the Company's Independent Director Compensation Policy, the reporting person has elected to receive common stock in lieu of the annual retainer fees payable for services on the Company's Board of Directors for his appointment as Chair of the Board of Directors of the Company. The number of shares of common stock awarded represent the quotient of (A) $79,589.04 (representing the reporting person's annual Chair retainer fees of $87,500, prorated to reflect the number of days from the date of his appointment to December 31, 2026), divided by (B) the Company's closing stock price on the date of grant, rounded up to the nearest whole share of common stock.

	By: Brian Yamasaki For: David Wyatt Dorman	02/04/2026
	** 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).
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FAQ

What PayPal (PYPL) insider activity did David W. Dorman report?

David W. Dorman, a director and Chair of PayPal’s Board, reported receiving PayPal common stock as compensation. On February 2, 2026, he acquired shares through stock awards granted under the company’s Independent Director Compensation Policy rather than buying them on the open market.

How many PayPal (PYPL) shares did David W. Dorman receive in this Form 4?

David W. Dorman received two direct stock awards totaling 2,085 PayPal common shares. One grant covered 564 shares and the other 1,521 shares, both reported at a price of $0 per share as they were issued as board-related compensation, not purchased.

Why did David W. Dorman receive 564 PayPal (PYPL) shares as reported?

The 564-share award reflects PayPal’s Independent Director Compensation Policy for Dorman’s role as Chair. It represents $29,486.30 of prorated annual Chair equity of $87,500, divided by the company’s closing stock price on the February 2, 2026 grant date and rounded up.

What is the basis for the 1,521-share PayPal (PYPL) award to David W. Dorman?

The 1,521-share award comes from Dorman electing to receive common stock instead of cash retainer fees as Board Chair. The shares equal $79,589.04 of prorated Chair retainer fees of $87,500, divided by PayPal’s closing stock price on the February 2, 2026 grant date.

How many PayPal (PYPL) shares does David W. Dorman own after these grants?

After the reported February 2, 2026 transactions, David W. Dorman directly beneficially owned 72,850 PayPal common shares. Additional PayPal shares are also shown as held indirectly through several 2021 Family Trusts, which are reported separately as indirect beneficial ownership positions.

What indirect PayPal (PYPL) holdings are reported for David W. Dorman?

The filing lists indirect ownership in PayPal common stock through multiple 2021 Family Trusts. Reported holdings include 495 shares in 2021 Family Trust 1, 605 in Trust 2, 150 in Trust 3, 72 in Trust 4, and 225 in Trust 5, all categorized as indirect beneficial ownership.