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

Rhea-AI Filing Summary

Frank Keller, EVP, GM, Large Enterprise & Merchant Platform at PayPal Holdings, Inc. (PYPL), reported equity transactions dated 09/01/2025. Several restricted stock units (RSUs) vested and were treated as acquisitions: 1,319, 1,055, and 3,418 shares were added to his beneficial ownership under Transaction Code M reflecting vesting events. Concurrently, 3,205 shares were disposed of under Transaction Code F at a price of $70.19 per share to satisfy tax withholding obligations. After these transactions, the reporting person beneficially owned 50,835 shares of PayPal common stock. The filing explains each RSU grant’s original grant dates and three-year vesting schedules; no options or other derivative exercises were reported.

Positive

• RSU vesting reflects continued alignment of executive compensation with shareholder interests through equity incentives
• Substantial retained ownership after transactions: 50,835 shares remain beneficially owned, indicating ongoing executive stake

Negative

• Tax-withholding sale of 3,205 shares at $70.19 reduced the reporting person’s share count
• No additional context provided about the economic impact or percentage ownership change relative to total outstanding shares

Insights

Financial Analyst

TL;DR Insider received vested RSUs and sold shares solely to cover tax withholding, leaving substantial ownership.

The transactions reflect routine compensation vesting rather than opportunistic trading. Three RSU tranches vested (1,319; 1,055; 3,418 shares), increasing gross holdings, while 3,205 shares were withheld/sold at $70.19 to satisfy tax obligations. The net result is a reported beneficial ownership of 50,835 shares. For investors, this is a standard executive compensation mechanics disclosure and does not signal a change in corporate control or a material strategic shift.

Corporate Governance Expert

TL;DR The filing documents standard RSU vesting and tax-withholding disposition; governance practices appear routine and transparent.

The Form 4 identifies the reporting person and role, discloses vesting schedules tied to grants from 2023 and 2024, and records share withholding to meet tax liabilities. The use of Transaction Codes M and F is consistent with common practice. The filing is timely, includes an explanation of vesting mechanics, and shows no unusual acceleration or related-party transactions disclosed in this form.

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

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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^*

Keller Frank

(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, GM, Large Ent & Mer Plat.

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2025

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	09/01/2025		M		1,319	A	$0.0	49,567	D
Common Stock	09/01/2025		M		1,055	A	$0.0	50,622	D
Common Stock	09/01/2025		M		3,418	A	$0.0	54,040	D
Common Stock	09/01/2025		F		3,205(1)	D	$70.19	50,835	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 -4	(2)	09/01/2025		M			1,319	(3)	(4)	Common Stock	1,319	$0.0	2,638	D
Restricted Stock Units -5	(2)	09/01/2025		M			1,055	(3)	(4)	Common Stock	1,055	$0.0	2,110	D
Restricted Stock Units -7	(2)	09/01/2025		M			3,418	(5)	(4)	Common Stock	3,418	$0.0	20,508	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 March 1, 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.

5. The reporting person received a restricted stock unit grant on March 1, 2024, 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.

	By: Brian Yamasaki For: Frank Keller	09/02/2025
	** 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 Frank Keller report on Form 4 for PYPL?

The report shows RSU vesting acquisitions of 1,319, 1,055, and 3,418 shares and a tax-withholding disposition of 3,205 shares at $70.19 on 09/01/2025.

Why were 3,205 shares disposed of in the filing?

The filing states those shares were withheld/sold to satisfy tax withholding obligations in connection with RSU vesting.

How many PayPal shares does Frank Keller beneficially own after these transactions?

Following the reported transactions, Frank Keller beneficially owns 50,835 shares of PayPal common stock.

Do the transactions indicate any option exercises or derivative activity?

No option exercises were reported; the transactions relate to restricted stock units (RSUs) vesting and resulting share acquisitions and withholding.

Which transaction codes are used and what do they mean in this Form 4?

The Form 4 uses Transaction Code M for acquisitions upon vesting and Code F for disposition to satisfy tax withholding, as disclosed in the filing.