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PayPal (PYPL) EVP Frank Keller nets new shares from RSU vesting

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

Rhea-AI Filing Summary

PayPal Holdings EVP Frank Keller exercised restricted stock units into common shares as part of a scheduled vesting. He converted 1,639 restricted stock units into 1,639 shares of common stock at a stated price of $0.00 per share. To cover tax obligations tied to this vesting, 907 shares of common stock were withheld at $47.97 per share, leaving a net of 732 shares added to his direct holdings. After these transactions, Keller directly holds 52,299 shares of PayPal common stock. The footnotes explain that each restricted stock unit equals one share of common stock and that the grant vests over three years, with 1/3 vesting after one year and 1/12 on each quarterly anniversary thereafter until fully vested.

Positive

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Insider Keller Frank
Role EVP, GM, Large Ent & Mer Plat.
Type Security Shares Price Value
Exercise Restricted Stock Units -8 1,639 $0.00 --
Exercise Common Stock 1,639 $0.00 --
Tax Withholding Common Stock 907 $47.97 $44K
Holdings After Transaction: Restricted Stock Units -8 — 6,556 shares (Direct); Common Stock — 53,206 shares (Direct)
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 exercised 1,639 units/shares Restricted stock units converted to common stock
Shares withheld for taxes 907 shares Withheld at $47.97 per share to satisfy tax obligations
Tax withholding price $47.97 per share Value applied to 907 withheld shares
Net shares added 732 shares 1,639 vested minus 907 withheld for taxes
Post-transaction holdings 52,299 shares Direct PayPal common stock held by Frank Keller after transactions
Vesting schedule duration 3 years RSU grant vests over three years per footnote
Initial vesting portion 1/3 of grant Vests on first anniversary of grant date
Ongoing vesting portions 1/12 quarterly Vests each quarterly anniversary until third year
restricted stock unit financial
"The reporting person received a restricted stock unit grant subject to a three-year vesting schedule"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
tax withholding obligations financial
"shares withheld to satisfy tax withholding obligations in connection with the vesting"
vesting schedule financial
"subject to a three-year vesting schedule, vesting 1/3 on the one year anniversary"
A vesting schedule is a timeline that determines when someone gains full ownership of certain benefits, such as company stock or retirement contributions. Think of it like earning the right to own a gift gradually over time, rather than receiving it all at once. It matters to investors because it affects when they can fully access or sell these benefits, influencing their financial planning and decision-making.
derivative security financial
"Exercise or conversion of derivative security"
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
payment of exercise price or tax liability by delivering securities financial
"Payment of exercise price or tax liability by delivering securities"
Form 4 Insider Transactions: What Each Field Means →
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*
Keller Frank
(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)
EVP, GM, Large Ent & Mer Plat.
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/15/2026		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 Stock04/15/2026M1,639A$0.053,206D
Common Stock04/15/2026F907(1)D$47.9752,299D
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 -8(2)04/15/2026M1,639 (3) (4)Common Stock1,639$0.06,556D
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: Frank Keller04/16/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

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

Frank Keller reported the vesting and exercise of 1,639 restricted stock units into common shares. A portion of the resulting shares was withheld to cover tax obligations, and his direct PayPal common stock holdings increased to 52,299 shares after these routine compensation-related transactions.

How many PayPal (PYPL) restricted stock units did Frank Keller vest and exercise?

Frank Keller exercised 1,639 restricted stock units, each representing one share of PayPal common stock. These units vested under a pre-defined three-year vesting schedule described in the footnotes, converting into 1,639 common shares before any tax withholding was applied on the vesting date.

How many PayPal (PYPL) shares were withheld for taxes in Frank Keller’s Form 4?

A total of 907 shares of PayPal common stock were withheld to satisfy tax withholding obligations. These shares were valued at $47.97 per share for tax purposes, reflecting non-market, tax-related disposals rather than an open-market sale by the executive.

What are Frank Keller’s PayPal (PYPL) shareholdings after these transactions?

Following the vesting, exercise, and tax withholding transactions, Frank Keller directly holds 52,299 shares of PayPal common stock. This figure reflects his updated stake after adding net shares from the restricted stock unit vesting and subtracting the 907 shares withheld for tax obligations.

How does Frank Keller’s PayPal (PYPL) restricted stock unit vesting schedule work?

The restricted stock unit grant to Frank Keller vests over three years. One-third vests on the first anniversary of the grant date, then one-twelfth vests on each quarterly anniversary, so the grant becomes fully vested on the third anniversary, delivering common shares as each portion vests.

Was this PayPal (PYPL) Form 4 an open-market stock purchase or sale?

This Form 4 reflects option-like restricted stock unit exercises and tax withholding, not open-market trading. Shares were issued at $0.00 per share upon vesting, and 907 shares were disposed of solely to cover tax liabilities, rather than through a discretionary market sale or purchase.