UNITED STATES SECURITIES AND EXCHANGE COMMISSION

~~SECURITIES~~Washington, D.C. ~~AND EXCHANGE COMMISSION~~20549

Washington, DC 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~ Section 13 ORor 15(Dd) of

OFthe ~~THE~~Securities ~~SECURITIES~~Exchange ~~EXCHANGE~~Act ~~ACT~~of OF 1934

Date of ~~report~~Report (Date of earliest event reported): ~~February~~March 320, 2026 ~~(February 2, 2026)~~

PayPal Holdings, Inc.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Charter~~its charter)

Delaware	~~001-36859~~	001-36859	~~47-2989869~~	47-2989869
(State or Other Jurisdiction of Incorporation)	(Commission File Number)		(I.R.S. Employer Identification No.)
(State or other jurisdiction		(Commission File Number)		(I.R.S. Employer
of incorporation)				Identification No.)

2211 North First Street

San Jose, CA 95131

(Address of ~~Principal~~principal ~~Executive~~executive ~~Offices, and Zip Code~~offices)

(408) 967-7000

(Registrant’s ~~Telephone~~telephone ~~Number~~number, ~~Including~~including ~~Area~~area ~~Code~~code)

Not Applicable

(Former name, ~~former~~or ~~address and~~ former ~~fiscal year~~address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement ~~communication~~communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement ~~communication~~communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	~~Trading Symbol(s)~~	Trading Symbol(s)	~~Name of each exchange on which registered~~	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	PYPL		NASDAQ Global Select Market
Common stock, $0.0001 par value per share		PYPL		NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (~~17 CFR~~ §230.~~405of~~405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (~~17 CFR~~ §240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ ¨

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnAppointment ~~February 3, 2026, PayPal Holdings, Inc. (the “Company”) announced that on February 2, 2026, the Board~~ of ~~Directors~~Alyssa ~~(the “Board”) of the Company appointed Enrique Lores as President and Chief Executive Officer of the Company, effective as of March 1, 2026~~H. ~~Alex~~Henry ~~Chriss ceased~~ to ~~serve as President and Chief Executive Officer of~~ the ~~Company and resigned as a member of the~~ Board, ~~effective as~~ of February 2, 2026. The Board also appointed Jamie Miller, the Company’s Chief Financial and Operating Officer, to serve as Interim President and Chief Executive Officer, effective immediately, until Mr. Lores assumes the role of President and Chief Executive Officer on March 1, 2026. Directors

~~Immediately~~On ~~prior~~March to25, ~~his appointment as President and Chief Executive Officer~~2026, ~~Mr. Lores~~the ~~served~~Board ~~as Chair~~ of Directors (the “Board”) ~~and~~of ~~also~~PayPal asHoldings, Inc. (the ~~Chief~~“Company”) ~~Executive~~appointed ~~Officer~~Alyssa ~~of HP Inc~~H., ~~and~~Henry as a new member of HPthe Company’s Board, ofeffective ~~Directors~~March 25, 2026. MrMs. ~~Lores~~ ~~spent~~Henry 30is ~~years~~the ~~working~~former atChief HPExecutive inOfficer ~~various~~of ~~roles,~~Block ~~including~~Inc. ~~six~~(formerly ~~years~~Square, ~~as HP~~ Inc.’s). ~~President~~Ms. ~~and~~Henry ~~Chief~~fills ~~Executive~~a ~~Officer.~~vacancy ~~Mr. Lores~~created ~~received~~by ~~his~~an ~~B.S.~~increase in ~~electrical engineering from~~ the ~~Polytechnic~~size ~~University~~ of ~~Valencia~~the ~~and~~Board ~~his M.B.A.~~ from ~~ESADE~~11 ~~Business~~to ~~School~~12. ~~Mr. Lores~~The ~~currently serves on the~~ Board ofhas ~~Directors~~also ofappointed ~~Silicon Valley Leadership Group and ESADE Business School~~Ms. ~~Mr. Lores~~Henry ~~was~~to ~~not selected as~~ the ~~Company’s~~Compensation ~~President~~Committee and ~~Chief~~Risk ~~Executive~~and ~~Officer~~Compliance ~~pursuant~~Committee toof ~~any~~the ~~arrangement~~Board, oreffective ~~understanding~~March ~~between~~25, ~~him~~2026. ~~and~~As ~~any~~a ~~other~~non-employee ~~person.~~director, MrMs. ~~Lores~~ ~~does~~Henry ~~not~~will ~~have~~be ~~any~~entitled ~~family~~to ~~relationship~~receive ~~with~~compensation ~~any~~in ~~director~~accordance orwith ~~executive officer of~~ the Company,’s orIndependent ~~person~~Director ~~nominated~~Compensation orPolicy ~~chosen~~included byas ~~the~~Exhibit ~~Company~~10.28 to ~~become~~the aCompany’s ~~director~~Annual orReport ~~executive~~on ~~officer,~~Form ~~and~~10-K hefor ~~has~~the noyear ~~direct~~ended orDecember ~~indirect~~31, ~~material~~2025 ~~interest~~filed inwith ~~any~~the ~~transaction~~Securities ~~required~~and toExchange beCommission ~~disclosed~~on ~~pursuant~~February to3, ~~Item 404(a) of Regulation S-K~~2026.

MrThere is no arrangement or understanding between Ms. ~~Lores~~ ~~will~~Henry ~~remain~~and inany ~~his~~other ~~role~~persons pursuant to which Ms. Henry was appointed as a ~~member~~director. ofFurthermore, ~~the~~there ~~Board,~~are ~~but~~no ~~stepped~~transactions ~~down~~in ~~from~~which ~~his~~the ~~role~~Company aswas ~~Chair~~a ofparticipant ~~the~~and ~~Board~~in ~~effective~~which ~~immediately~~Ms. ~~David~~Henry ~~Dorman,~~(or aany ~~current~~immediate family member ofthereof) ~~the~~had ~~Board,~~an ~~has~~interest ~~been~~that ~~appointed~~would asbe ~~Chair~~required ofto ~~the~~be ~~Board~~reported ~~effective~~under ~~February 2,~~Item ~~2026~~404(a) of Regulation S-K.

OnRetirement ~~February 2, 2026, the Company entered into an offer letter (the “Offer Letter”) with Mr. Lores in connection with his employment as the President and Chief Executive Officer~~ of ~~the~~Gail ~~Company, effective as of March 1, 2026 (the “Start Date”)~~J. ~~Pursuant~~McGovern to the Offer Letter, Mr. Lores will have an annual base salary of $1,450,000 and an annual target bonus opportunity of 200% of annual base salary. Mr. Lores will be granted (a) an award of make-whole time-vesting restricted stock units (“RSUs”) intended to compensate him for equity awards of his former employer that he is expected to forfeit, with a grant date value of $20,000,000 and vesting ratably over the three years from grant; (b) annual RSUs and performance-vesting restricted stock units (“PSUs”) for 2026 with a grant date value of $16,500,000 and target grant date value of $16,500,000, respectively, in each case on terms and conditions generally applicable to the ~~annual~~Board ~~RSUs and PSUs for 2026 granted to other senior executives~~ of the Company; and (c) RSUs representing one-third of the annual equity grants that would otherwise be made to him for 2027, with a grant date value of $11,000,000 and vesting one-third on the second anniversary of the grant date and 1/12 quarterly thereafter. In addition, Mr. Lores will be granted one-time PSUs with a target grant date value of $25,000,000 that vest generally based on the Company’s stock price over the period starting on the third anniversary and continuing through the fifth anniversary of the Start Date, with a maximum payout of 250% of target. Mr. Lores will be eligible to participate in the Company’s Executive Change in Control and Severance Plan, except that he will not be considered retirement eligible prior to the fifth anniversary of the Start Date. Mr. Lores will be eligible to receive employee benefits in accordance with the Company’s programs as in effect from time to time. Directors

~~The~~On ~~foregoing~~March ~~description~~20, of2026, ~~the~~Gail ~~Offer~~J. ~~Letter~~McGovern isinformed ~~only~~the aCompany ~~summary~~that ~~and~~she iswill ~~qualified~~not instand ~~its~~for ~~entirety~~re-election byto the ~~full~~Board ~~text~~when her current term expires at PayPal’s 2026 Annual Meeting of ~~the~~Stockholders ~~Offer~~(“2026 ~~Letter,~~Annual Meeting”). Ms. McGovern’s decision was not a ~~copy~~result of ~~which~~any isdisagreement ~~filed~~with asthe ~~Exhibit 10~~Company.1 The Board has determined to ~~this~~reduce ~~Current~~the ~~Report~~size onof ~~Form~~the ~~8-K.~~Board to 11 directors effective immediately before the 2026 Annual Meeting.

InA ~~connection~~copy ~~with~~of ~~Mr. Chriss’s departure,~~ the Company’s ~~and~~press ~~Mr. Chriss entered into a separation and~~ release ~~agreement~~announcing ~~(“Separation~~the ~~Agreement”)~~appointment onof ~~February 2, 2026, which provides that Mr~~Ms. ~~Chriss~~ ~~will~~Henry ~~be eligible~~ to ~~receive~~ the ~~severance~~Board ~~payments~~ and ~~benefits~~Ms. ~~applicable upon a termination without cause (not in connection with a change in control of the Company) under the Company~~McGovern’s ~~Executive~~decision ~~Change~~not into ~~Control~~stand ~~and~~for ~~Severance~~re-election ~~Plan~~is ~~(the~~attached ~~“Executive~~as ~~Severance~~Exhibit ~~Plan”)~~99.1 ~~The~~to ~~Separation~~this ~~Agreement~~Current ~~contemplates~~Report ~~that~~on ~~Mr. Chriss~~Form ~~will remain an employee of the Company in a non~~8-~~officer capacity through March 2~~K, ~~2026~~and tois ~~assist~~incorporated ~~with~~herein ~~transition~~by ~~matters~~reference.

~~In connection with Ms.~~Item ~~Miller’s appointment as Interim President and Chief Executive Officer and to incentivize her retention more generally, the Company and Ms~~9. Miller entered into a retention letter (the “Retention Letter”) on February 2, 2026, providing for a cash retention award of $3,000,000, which will vest 67% on February 2, 2027 and 33% on February 2, 2028, subject to her continued employment with the Company through the applicable vesting date or her earlier qualifying termination of employment (as defined in the Executive Severance Plan)01. ~~Ms.~~ ~~Miller is currently the Company’s Chief~~ Financial ~~and~~Statements Operating Officer. Prior to this role, she most recently served in the role of Global Chief Financial Officer of EY. She also has previous experience at Cargill, where she served as Chief Financial Officer, and General Electric, where she served as Senior Vice President and Chief Financial Officer. She currently serves on the board of directors of Qualcomm, and holds a Bachelor of Science in Accounting from Miami University. Exhibits

~~The foregoing description of the Retention Letter is only a summary and is qualified in its entirety by the full text of the Retention Agreement, a copy of which is filed as Exhibit 10~~(d) Exhibits.2 ~~to this Current Report on Form 8-K.~~

Item 7.01. Regulation FD Disclosure.


Exhibit Number			Exhibit Description
99.1			Press Release
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

On February 3, 2026, the Company issued a press release announcing the appointment of Mr. Lores as President and Chief Executive Officer of the Company and the departure of Mr. Chriss. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference. SIGNATURES

~~The~~Pursuant ~~information~~to inthe ~~this~~requirements ~~Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes~~ of ~~Section 18 of~~ the Securities Exchange Act of 1934, ~~as amended, or otherwise subject to~~ the ~~liabilities~~registrant ofhas ~~that~~duly ~~Section.~~caused ~~The information in~~ this ~~Item~~report ~~7.01,~~to ~~including~~be ~~Exhibit~~signed ~~99.1,~~on ~~shall~~its ~~not~~behalf ~~be incorporated~~ by ~~reference into any registration statement or other document pursuant to~~ the ~~Securities~~undersigned ~~Act~~hereunto ofduly ~~1933, as amended~~authorized.

Item 9.01. Exhibits.


		PayPal Holdings, Inc.
		(Registrant)

Date:	March 25, 2026	/s/ Brian Y. Yamasaki
		Name: Brian Y. Yamasaki
		Title: Vice President, Corporate Legal and Secretary

(d) Exhibits

ExhibitNumber		Description
10.1		Offer Letter, dated February 2, 2026, between PayPal Holdings, Inc. and Enrique Lores.
10.2		Retention Letter, dated February 2, 2026, between PayPal Holdings, Inc. and Jamie Miller.
99.1		Press Release, dated February 3, 2026 (furnished under Item 7.01).
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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Date: February 3, 2026

PAYPAL HOLDINGS, INC.

/s/ Bimal Patel

Bimal Patel

Executive Vice President and Chief Legal Officer

Filing Compare · PayPal Holdings, Inc.