PayPal Holdings Inc.

06/17/2026 | Press release | Distributed by Public on 06/17/2026 14:55

Amendment to Statement of Changes in Beneficial Ownership (Form 4/A)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Miller Jamie S
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)
Chief Fin & Op Officer
(Last) (First) (Middle)
C/O PAYPAL HOLDINGS, INC., 2211 NORTH FIRST STREET
3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026
(Street)
SAN JOSE, CA 95131
4. If Amendment, Date Original Filed (Month/Day/Year)
06/16/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
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 06/15/2026 M 9,094 A $ 0 80,123 D
Common Stock 06/15/2026 M 2,910 A $ 0 83,033 D
Common Stock 06/15/2026 F(1) 6,129(2) D $41.53 76,904 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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
Performance Stock Units 1 (3) 06/15/2026 A 146,778 (4) (5) Common Stock 146,778 $ 0 146,778 D
Restricted Stock Units -1 (6) 06/15/2026 M 9,094 (7) (5) Common Stock 9,094 $ 0 18,188 D
Restricted Stock Units -2 (6) 06/15/2026 M 2,910 (7) (5) Common Stock 2,910 $ 0 5,820 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Miller Jamie S
C/O PAYPAL HOLDINGS, INC.
2211 NORTH FIRST STREET
SAN JOSE, CA 95131
Chief Fin & Op Officer

Signatures

By: Peter Kraus For: Jamie S Miller 06/17/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) 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.
(2) Represents shares withheld to satisfy tax withholding obligations in connection with the vesting of shares of restricted stock units granted to the reporting person.
(3) Each performance stock unit represents a contingent right to receive one share of PayPal's common stock.
(4) 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.
(5) Not applicable.
(6) Each restricted stock unit represents a contingent right to receive one share of PayPal's common stock.
(7) 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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