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PayPal Holdings, Inc. is offering three series of senior unsecured notes under its shelf registration via a preliminary prospectus supplement dated May 12, 2026. The notes will be issued in registered book-entry form, in denominations of $2,000 and integral multiples of $1,000, and will not be exchange‑listed.
The supplement states the notes will rank equally with other unsecured obligations, be structurally subordinated to subsidiaries’ liabilities, and may be redeemed optionally. A Change of Control Repurchase Event requires both a change of control and downgrades by the rating agencies to below investment grade to trigger a repurchase at 101% plus accrued interest. The document discloses company operating scale (439 million active accounts as of December 31, 2025) and balance sheet context including subsidiaries’ liabilities of $49.6 billion as of March 31, 2026.
PayPal Holdings reported solid top-line growth but lower profit for the quarter ended March 31, 2026. Net revenues rose to $8,353 million from $7,791 million a year earlier, driven by higher transaction revenues of $7,501 million and value-added services of $852 million.
Operating income was $1,488 million, slightly below $1,530 million last year, while other income (expense) swung to a loss of $95 million from income of $73 million, mainly reflecting strategic investment losses. Net income declined to $1,113 million, with diluted earnings per share of $1.21 versus $1.29 in 2025.
PayPal generated operating cash flow of $1,134 million and ended the quarter with cash, cash equivalents, and restricted cash of $22,443 million. The company continued returning capital through $1,500 million of share repurchases and paid a cash dividend of $0.14 per share, while carrying total term debt of $10,876 million.
PayPal Holdings, Inc. reported first-quarter 2026 net revenues of $8.35 billion, an increase of 7% year over year, driven mainly by higher transaction revenues. Total payment volume rose 11% to $464.0 billion and payment transactions grew 7% to 6.5 billion.
GAAP operating income was $1.49 billion, down 3%, with GAAP EPS declining 6% to $1.21 as operating margin compressed to 17.8%. On a non-GAAP basis, operating income fell 5% to $1.54 billion while EPS edged up 1% to $1.34.
PayPal generated $1.13 billion of operating cash flow and $903 million of free cash flow, and returned $1.5 billion to stockholders through repurchases of about 34 million shares. The board declared a $0.14 per-share cash dividend. Management reiterated full-year 2026 EPS guidance, calling for GAAP EPS to decline mid-single digits and non-GAAP EPS to range from a low-single digit decline to slightly positive.
PayPal Holdings, Inc. senior vice president and chief accounting officer Chris Natali sold 1,337 shares of PayPal common stock in an open-market transaction at a price of $49.46 per share. After this sale, Natali directly holds 1,586 shares of PayPal common stock.
PayPal Holdings, Inc. president of Checkout Solutions & PayPal, Frank Keller, reported selling a total of 10,732 shares of PayPal common stock in open-market transactions. The sales occurred on April 29, 2026 at prices of $50.00 and $49.46 per share.
PayPal Holdings, Inc. disclosed a strategic reorganization of its business and executive leadership team aimed at accelerating execution of its long-term growth priorities, streamlining decision-making, and driving innovation. The company will move to a simplified three-business operating model covering Checkout Solutions & PayPal, Consumer Financial Services & Venmo, and Payment Services & Crypto.
As part of the reorganization, effective June 2, 2026, Michelle Gill will cease serving as EVP, General Manager, Small Business and Financial Services, and Diego Scotti will cease serving as EVP, General Manager, Consumer Group. Gill will receive severance payments and benefits applicable to a termination without cause under PayPal’s Executive Change in Control and Severance Plan. A press release dated April 29, 2026 provides additional detail, and the company plans to discuss the new operating model on its May 5 earnings call.
PayPal Holdings Inc is reported as having 64,386,654 shares beneficially owned, representing 6.99% of common stock as reported on Schedule 13G. The filing shows sole voting power of 8,390,286 shares and sole dispositive power over 64,386,654 shares.
The disclosure states these holdings reflect positions managed by Vanguard Capital Management LLC and affiliated Vanguard entities, including securities held by Vanguard funds and client accounts over which designated affiliates exercise voting or dispositive power. The filing is signed by Ashley Grim.
The filing notifies a proposed sale of 1,337 Restricted Stock Units recorded as securities to be sold on 04/15/2026. The filer is listed as Morgan Stanley Smith Barney LLC and the related CUSIP appears as 920664542. The notice also reports two recent 10b5-1 sales by Christopher Natali: 2,208 shares sold on 03/03/2026 for $98,763.84 and 1,213 shares sold on 02/17/2026 for $49,114.37.
Morgan Stanley Smith Barney LLC filed a Form 144 disclosing an intended sale of 10,732 shares of common stock registered on 02/15/2020. The filing lists prior 10b5-1 sales by Frank Keller of 29,581 shares on 03/03/2026 for $1,361,370.87 and 3,478 shares on 02/06/2026 for $139,815.60.
PayPal Holdings EVP and Global Chief Risk Officer Aaron Webster reported routine equity compensation activity. On April 15, 2026, restricted stock units converted into 8,522 shares of common stock, reflecting the vesting terms of prior RSU awards.
To cover tax obligations related to this vesting, 3,883 shares of common stock were withheld at a price of $47.97 per share, as described in the footnotes. After these transactions, Webster directly held 56,111 shares of PayPal common stock, indicating this was primarily a compensation and tax-withholding event rather than an open-market trade.