=== SEC Form 4/A — Statement of Changes in Beneficial Ownership ===
Document Type: 4/A
Period of Report: 2026-06-15
10b5-1 Pre-arranged Plan: No
--- Issuer ---
Name: PayPal Holdings, Inc. (PYPL)
CIK: 0001633917
--- Reporting Owner ---
Name: Miller Jamie S
CIK: 0001290697
Role: Officer (Chief Fin & Op Officer)
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Common Stock
Date: 2026-06-15 | Code: M (Exercise of derivative)
Shares: +9,094 | Price: $0.00
Shares Owned After: 80,123 | Ownership: D (Direct)
[Transaction #2]
Security: Common Stock
Date: 2026-06-15 | Code: M (Exercise of derivative)
Shares: +2,910 | Price: $0.00
Shares Owned After: 83,033 | Ownership: D (Direct)
[Transaction #3]
Security: Common Stock
Date: 2026-06-15 | Code: F (Payment of exercise/tax)
Shares: -6,129 | Price: $41.53
Total Value: $254,537.37
Shares Owned After: 76,904 | Ownership: D (Direct)
Footnotes:
[F1] This Form 4/A amends the Form 4 filed on June 16, 2026 to correct the transaction code for the disposition of shares used to satisfy tax withholding obligations in connection with the vesting of restricted share units. The transaction was incorrectly reported as an open market or private purchase of non-derivative or derivative security (Code P) and should have been reported as a withholding of shares for tax obligations (Code F). No shares were purchased by the reporting person.
[F2] 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 Transactions ---
[Transaction #1]
Security: Performance Stock Units 1
Date: 2026-06-15 | Code: A (Grant or award)
Shares: +146,778 | Price: $0.00
Shares Owned After: 146,778 | Ownership: D (Direct)
Footnotes:
[F3] Each performance stock unit represents a contingent right to receive one share of PayPal's common stock.
[F4] The reporting person received a one-time performance-based restricted stock unit ("PSU") grant on June 15, 2026. The number of PSUs that may be earned is based on achievement of Company common stock price hurdles during the performance period beginning on March 1, 2029 and ending on March 1, 2031, with potential payouts at 0%, 100%, 175%, and 250% of the target number of PSUs. A stock price hurdle is attained when, at any time during the performance period, the Company's average closing price over a 60-calendar day period equals or exceeds the stock price hurdle. Upon attainment of a stock price hurdle, 25% of the earned PSUs will vest upon certification of the achievement and 75% will vest on March 1, 2031, in each case generally subject to the reporting person's continued employment through the vesting date.
[F5] Not applicable.
[Transaction #2]
Security: Restricted Stock Units -1
Date: 2026-06-15 | Code: M (Exercise of derivative)
Shares: -9,094 | Price: $0.00
Shares Owned After: 18,188 | Ownership: D (Direct)
Footnotes:
[F6] Each restricted stock unit represents a contingent right to receive one share of PayPal's common stock.
[F7] The reporting person received a restricted stock unit grant on December 15, 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, 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.
[F5] Not applicable.
[Transaction #3]
Security: Restricted Stock Units -2
Date: 2026-06-15 | Code: M (Exercise of derivative)
Shares: -2,910 | Price: $0.00
Shares Owned After: 5,820 | Ownership: D (Direct)
Footnotes:
[F6] Each restricted stock unit represents a contingent right to receive one share of PayPal's common stock.
[F7] The reporting person received a restricted stock unit grant on December 15, 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, 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.
[F5] Not applicable.
--- Footnotes (Complete Index) ---
F1: This Form 4/A amends the Form 4 filed on June 16, 2026 to correct the transaction code for the disposition of shares used to satisfy tax withholding obligations in connection with the vesting of restricted share units. The transaction was incorrectly reported as an open market or private purchase of non-derivative or derivative security (Code P) and should have been reported as a withholding of shares for tax obligations (Code F). No shares were purchased by the reporting person.
F2: Represents shares withheld to satisfy tax withholding obligations in connection with the vesting of shares of restricted stock units granted to the reporting person.
F3: Each performance stock unit represents a contingent right to receive one share of PayPal's common stock.
F4: The reporting person received a one-time performance-based restricted stock unit ("PSU") grant on June 15, 2026. The number of PSUs that may be earned is based on achievement of Company common stock price hurdles during the performance period beginning on March 1, 2029 and ending on March 1, 2031, with potential payouts at 0%, 100%, 175%, and 250% of the target number of PSUs. A stock price hurdle is attained when, at any time during the performance period, the Company's average closing price over a 60-calendar day period equals or exceeds the stock price hurdle. Upon attainment of a stock price hurdle, 25% of the earned PSUs will vest upon certification of the achievement and 75% will vest on March 1, 2031, in each case generally subject to the reporting person's continued employment through the vesting date.
F5: Not applicable.
F6: Each restricted stock unit represents a contingent right to receive one share of PayPal's common stock.
F7: The reporting person received a restricted stock unit grant on December 15, 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, 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.
--- Signature ---
/s/ By: Peter Kraus For: Jamie S Miller (2026-06-17)
