06/16/2026 | Press release | Distributed by Public on 06/16/2026 19:21
|
FORM 4
|
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 |
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||||||||||||||||||||
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
|
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 | (2) | 06/15/2026 | A | 146,778 | (3) | (4) | Common Stock | 146,778 | $ 0 | 146,778 | D | ||||
| Restricted Stock Units -1 | (5) | 06/15/2026 | M | 9,094 | (6) | (4) | Common Stock | 9,094 | $ 0 | 18,188 | D | ||||
| Restricted Stock Units -2 | (5) | 06/15/2026 | M | 2,910 | (6) | (4) | Common Stock | 2,910 | $ 0 | 5,820 | D | ||||
| 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 | |||
| By: Peter Kraus For: Jamie S Miller | 06/16/2026 | |
| **Signature of Reporting Person | Date |
| * | 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) | 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 performance stock unit represents a contingent right to receive one share of PayPal's common stock. |
| (3) | 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. |
| (4) | Not applicable. |
| (5) | Each restricted stock unit represents a contingent right to receive one share of PayPal's common stock. |
| (6) | 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. |