DEF 14A of PayPal Holdings, Inc., Apr 7, 2026

DEF 14A of PayPal Holdings, Inc.

Filed Apr 7, 2026 · FY20250001193125-26-145721

Open on EDGAR

  1. 2026 Director Nominees

    2026 Director Nominees The following tables provide summary information about our director nominees. All our 2026 director nominees are independent except Mr. Lores, our President and CEO. Directors are elected annually by a majority of votes cast. The Board of Directors recommends that you vote “FOR” the election of each of the 11 nominees. See page 11 of this proxy statement for the proposal.

  2. 2026 Director Nominees

    | Directors | Name | Occupation | Age | Director Since | Independent | Other Public Company Boards | Committee Membership | | | | | | | | | | | | AF | COMP | GOV | RC | | | Joy Chik | President, Identity and Network Access, Microsoft | 50 | 2025 | ● | - | | ● | | ● | | | Jonathan Christodoro | Partner, Patriot Global Management, LP | 49 | 2015 | ● | - | ● | ● | | | | | Carmine Di Sibio | Former Global Chairman and CEO, EY | 63 | 2024 | ● | 1 | | | | ● | | | David W. Dorman | Former Non-Executive Board Chair, CVS Health Corporation | 72 | 2015 | | 1 | | | | | | | Alyssa H. Henry | Former Square CEO, Block | 55 | 2026 | ● | 2 | | ● | | ● | | | Enrique Lores | President and CEO, PayPal | 60 | 2021 | | - | | | | | | | Deborah M. Messemer | Former Major Market Managing Partner, KPMG | 68 | 2019 | ● | 2 | ● | | ● | | | | David M. Moffett | Former CEO, Federal Home Loan Mortgage Corp. | 74 | 2015 | ● | 3 | ● | | | |

  3. 2026 Director Nominees

    Independent Board Chair Committee Chair AF = Audit and Finance Committee (“Audit Committee”) COMP = Compensation Committee GOV = Corporate Governance and Nominating Committee (“Governance Committee”) RC = Risk and Compliance Committee (“Risk Committee”)

  4. 2026 Director Nominees

    | 2026 Proxy Statement | 5 |

  5. 2026 Director Nominees

    | Directors | Name | Occupation | Age | Director Since | Independent | Other Public Company Boards | Committee Membership | | | | | | | | | | | | AF | COMP | GOV | RC | | | Ann M. Sarnoff | Former Chair and CEO, WarnerMedia Studios & Networks Group | 64 | 2017 | ● | - | | | ● | ● | | | Deirdre Stanley | Former Executive Vice President and General Counsel, The Estée Lauder Companies | 61 | 2025 | ● | 1 | | | ● | ● | | | Frank D. Yeary | Managing Member, Darwin Capital Advisors, LLC | 62 | 2015 | ● | 2 | ● | | | |

  6. 2026 Director Nominees

    Independent Board Chair Committee Chair AF = Audit and Finance Committee (“Audit Committee”) COMP = Compensation Committee GOV = Corporate Governance and Nominating Committee (“Governance Committee”) RC = Risk and Compliance Committee (“Risk Committee”) As previously disclosed, Gail McGovern has informed the Company that she will not stand for re-election as a director at the Annual Meeting. The Board has determined to reduce the size of the Board from 12 to 11 directors effective immediately before the Annual Meeting. Immediately following the Annual Meeting and subject to her reelection, the Board has determined to appoint Ann M. Sarnoff as chair of the Governance Committee. The Board and the Governance Committee are committed to ensuring that the Board is composed of individuals who have highly relevant skills, professional experience and backgrounds, bring a wide range of viewpoints and perspectives, and effectively represent the long-term interests of stockholders. Below is a snapshot of the skills, experience, qualifications, and characteristics of our director nominees. For more information about our Board members, see “Director Experience and Expertise” beginning on page 13 of this proxy statement.

  7. 2026 Director Nominees

    | |

  8. 2026 Director Nominees

    Tenure1 Age 6 YRS average tenure of director nominees 0-3 years 4-7 years 8-10 years 63 YRS average age of director nominees < 60 years 60-65 years 66+ years 55% Total Diversity 5 Women Nominees 3 Ethnically Diverse Nominees

  9. 2026 Director Nominees

    | (1) PayPal became an independent public company in July 2015. |

  10. 2026 Director Nominees

    | 6 | 2026 Proxy Statement |

  11. Election of Directors

    Election of Directors Based upon a review of their skills, qualifications, expertise, and characteristics, the Board of Directors of PayPal Holdings, Inc. (the “Board”) has nominated 11 of our current directors for election at the Annual Meeting, to serve until our 2027 Annual Meeting of Stockholders and until their successors are elected and qualified. Each director nominee is independent except Mr. Lores, our President and CEO. Each of our current directors other than Ms. Stanley and Ms. Henry has been previously elected by our stockholders. Each of Ms. Stanley and Ms. Henry was referred as a PayPal director candidate by a current director. As previously disclosed, Gail McGovern has informed the Company that she will not stand for re-election as a director at the Annual Meeting. The Board has determined to reduce the size of the Board from 12 to 11 directors effective immediately before the Annual Meeting. We expect that each director nominee will be able to serve if elected. If any director nominee is unable or unwilling to serve at the time of the Annual Meeting, the current Board may identify a substitute nominee to fill the vacancy, reduce the size of the Board or leave a vacancy to fill at a later date. Directors must be elected by a majority of the votes cast in uncontested elections. This means that the number of votes cast “FOR” a director nominee must exceed the number of votes cast “AGAINST” that nominee. (For more information, see “Frequently Asked Questions – Voting Information” on page 113 of this proxy statement.) Each director has submitted an advance, contingent, irrevocable resignation that the Board may accept if stockholders do not elect or re-elect that director. After the certification of any such stockholder vote, the Corporate Governance and Nominating Committee (the “Governance Committee”) or a committee composed solely of independent directors not including the director who was not elected or re-elected will determine whether to accept the director’s resignation. We will publicly disclose any such decision and the rationale behind it.

  12. Director Nominees

    Director Nominees The Governance Committee is responsible for recommending to the Board the qualifications for Board membership and for identifying, assessing, and recommending qualified director candidates for the Board’s consideration. The Board’s membership qualifications and nomination procedures are set forth in the Governance Guidelines of the Board of Directors (“Governance Guidelines”). Nominees may be suggested by directors, management, stockholders, or a third-party firm. The Governance Committee and the Board have evaluated each of the director nominees and concluded that it is in the best interests of the Company and its stockholders for each of these individuals to continue to serve as a director. The Board believes that each director nominee has a strong track record of being a responsible steward of stockholders’ interests and brings extraordinarily valuable insight, perspective, and expertise to the Board. The Board considers the current mix of experience, continuity, and institutional knowledge among the director nominees to be particularly important at this stage, as the Board supports the Company’s advancement of its strategy and new executive leadership. To ensure that the Board continues to evolve and be refreshed in a manner that serves the changing business and strategic needs of the Company, the Governance Committee annually reviews with the Board the applicable skills, qualifications, expertise, characteristics, and background of Board nominees in the context of the current Board composition and Company strategy and circumstances. The Governance Committee evaluates whether each director provides significant and meaningful contributions to the Board across a range of factors. These factors include:

  13. Director Nominees

    | • | Highly relevant professional experience in payments, financial services, financial technology (“FinTech”), technology, innovation, global business, business development, strategy, legal, regulatory, government, cybersecurity, information security, finance, accounting, consumer, sales, marketing, brand management, human capital management and/or corporate sustainability and impact risk management matters; |

  14. Director Nominees

    | • | Relevant senior leadership/CEO experience in a relatively complex organization or experience addressing complex problems; |

  15. Director Nominees

    | • | Experience and expertise that complement the skill sets of the other director nominees; |

  16. Director Nominees

    | • | High degree of character and integrity and ability to contribute to strong Board dynamics; |

  17. Director Nominees

    | • | Highly engaged and able to commit the time and resources needed to provide active oversight of PayPal and its management; |

  18. Director Nominees

    | • | Sound business judgment; and |

  19. Director Nominees

    | • | Commitment to enhancing stockholder value. |

  20. Director Nominees

    As discussed below in “Focus on Board Refreshment and Composition,” in addressing the overall composition of the Board, the Governance Committee seeks a robust mix of skills, experiences and perspectives to optimize board effectiveness. In addressing the overall composition of the Board, the Governance Committee considers a wide range of characteristics to complement the skills, qualifications and expertise that directors bring to the Board.

  21. Director Nominees

    | 2026 Proxy Statement | 11 |

  22. Director Biographies

    Director Biographies

  23. Director Biographies

    | Board Committees: • Compensation • Risk Director since: March 2025 Age: 50 Experience, Expertise and Attributes • Technology / Innovation • Global Business • Go to Market • Senior Leadership • Business Development and Strategy • Cybersecurity / Information Security Risk Management • Finance / Accounting • Human Capital Management • Corporate Sustainability and Impact Risk Management • Other Public Company Board Service | Joy Chik | | | President, Identity and Network Access, Microsoft* INDEPENDENT | | | Experience, Skills and Qualifications Relevant to Nomination Include: • Deep technical expertise in cybersecurity and information security for hyperscale enterprise and consumer services, including leveraging AI to strengthen Microsoft’s security product stack. Led the Microsoft Secure Future Initiative, the largest cybersecurity initiative in Microsoft’s history • Experience in developing and globally scaling products and services that provide foundational security for Microsoft’s enterprise and consumer ecosystem, including leadership of Microsoft’s Identity and Network Access organization, which has more than doubled its revenue and expanded its portfolio to eight security products • Proven record of driving strategy, overseeing operations of organizations undergoing digital transformation, and championing positive corporate culture of large teams at global scale Other Public Company Boards: • None Former Public Company Boards within Last Five Years: • None Career Highlights: • President of Identity and Network Access at Microsoft since September 2022, has led and grown Microsoft‘s multi-billion dollar Entra business that builds secure access solutions for Microsoft’s suite of enterprise and consumer services • Over 27 years at Microsoft in progressive leadership roles, including Corporate Vice President for the Identity Division in Microsoft’s Cloud + Enterprise group from October 2016 to September 2022, and Corporate Vice President of Engineering from June 2016 to September 2016 • Served on the Board of Trustees of non-profit AnitaB.org from May 2016 to December 2025 | | | * On April 2, 2026, Ms. Chik announced she would be leaving Microsoft in July 2026. |

  24. Director Biographies

    | 2026 Proxy Statement | 15 |

  25. Director Biographies

    | Board Committees: • Audit • Compensation Director since: July 2015 Age: 49 Experience, Expertise and Attributes • Payments / Financial Services / FinTech • Technology / Innovation • Global Business • Go to Market • Senior Leadership • Business Development and Strategy • Regulatory / Governmental Risk Management and Compliance • Finance / Accounting • Human Capital Management • Corporate Sustainability and Impact Risk Management • Other Public Company Board Service | Jonathan Christodoro | | | Partner at Patriot Global Management, LP INDEPENDENT | | | Experience, Skills and Qualifications Relevant to Nomination Include: • Extensive financial, strategic planning and investment banking experience advising public companies, including at the board level • Significant experience as both a director and an investor in identifying and evaluating mergers and acquisitions and investment opportunities and portfolio companies across a range of industries, including technology Other Public Company Boards: • None Former Public Company Boards within Last Five Years: • Frontier Acquisition Corp. from February 2021 to March 2023 • Pioneer Merger Corp. from November 2020 to January 2023 • Sandridge Energy, Inc. from June 2018 to May 2021 • Xerox Corporation from June 2016 to May 2021 • Herbalife Ltd. from April 2013 to January 2021 Career Highlights: • Partner at Patriot Global Management, LP, an investment management firm since March 2019 • Managing Director of Icahn Capital LP, the entity through which Carl C. Icahn manages investment funds, from July 2012 to February 2017 • Served in various investment and research roles from March 2007 to July 2012 • Began his career as an investment banking analyst at Morgan Stanley, where he focused on merger and acquisition transactions across a variety of industries • Served in the United States Marine Corps |

  26. Director Biographies

    | 16 | 2026 Proxy Statement |

  27. Director Biographies

    | Board Committees: • Audit (Chair & Audit Committee Financial Expert) • Risk Director since: July 2024 Age: 63 Experience, Expertise and Attributes • Payments / Financial Services / FinTech • Technology / Innovation • Global Business • Go to Market • Senior Leadership • Business Development and Strategy • Regulatory / Governmental Risk Management and Compliance • Finance / Accounting • Human Capital Management • Corporate Sustainability and Impact Risk Management • Other Public Company Board Service | Carmine Di Sibio | | | Former Global Chairman and Chief Executive Officer, EY INDEPENDENT | | | Experience, Skills and Qualifications Relevant to Nomination Include: • Proven leadership experience of a large and complex multinational business • Deep understanding of business strategy to drive growth and maintain capital efficiency • Extensive financial expertise and experience advising regulated financial companies • Track record of redefining how a sophisticated organization can use technology to transform existing services and create new solutions Other Public Company Boards: • Prudential Financial. Inc. since July 2024 Former Public Company Boards within Last Five Years: • None Career Highlights: • Global Chairman and Chief Executive Officer of EY, a professional organization that specializes in tax, information technology, and consulting advisory services, from July 2019 to June 2024 • EY Global Managing Partner – Client Service from 2013 to 2019 • Other leadership positions at EY including Chair of the Global Financial Services Markets Executive and Regional Managing Partner of the Americas Financial Services Organization, where he started EY Risk Management and Regulatory Services |

  28. Director Biographies

    | 2026 Proxy Statement | 17 |

  29. Director Biographies

    | Board Committees: • None Director since: June 2015 Age: 72 Experience, Expertise and Attributes • Technology / Innovation • Global Business • Go to Market • Senior Leadership • Business Development and Strategy • Regulatory / Governmental Risk Management and Compliance • Cybersecurity / Information Security Risk Management • Finance / Accounting • Human Capital Management • Corporate Sustainability and Impact Risk Management • Other Public Company Board Service | David W. Dorman | | | Former Non-Executive Board Chair, CVS Health Corporation INDEPENDENT BOARD CHAIR | | | Experience, Skills and Qualifications Relevant to Nomination Include: • In-depth board chair and executive-level experience leading global companies in regulated industries, including technology, telecommunications, and health care • Expertise in finance, mergers and acquisitions, investments, and strategic planning • Public company executive compensation, talent management, and executive leadership expertise Other Public Company Boards: • Dell Technologies, Inc., since September 2016 Former Public Company Boards within Last Five Years: • CVS Health Corporation from March 2006 to May 2022 Career Highlights: • Founding Partner of Centerview Capital Technology Fund, a private investment firm since July 2013 • Board of Directors of CVS Health Corporation from March 2006 until May 2022 including Non-Executive Board Chair from March 2011 until May 2022 • Lead Independent Director of the Board of Motorola Solutions, Inc. (formerly Motorola, Inc.), a leading provider of business and communication products and services from May 2011 until May 2015 • Non-Executive Board Chair of Motorola, Inc. from May 2008 to January 2011 • Senior Advisor and Managing Director to Warburg Pincus LLC, a global private equity firm from October 2006 to May 2008 • President and a director of AT&T Corporation from November 2005 to January 2006 • Board Chair and Chief Executive Officer of AT&T Corporation from November 2002 to November 2005 • President of AT&T Corporation, from 2000 to 2002, and the Chief Executive Officer of Concert Communications Services, a former global venture created by AT&T Corporation and British Telecommunications plc from 1999 to 2000 • Served as a Trustee for Georgia Tech Foundation, Inc. |

  30. Director Biographies

    | 18 | 2026 Proxy Statement |

  31. Director Biographies

    | Board Committees: • Compensation • Risk Director since: March 2026 Age: 55 Experience, Expertise and Attributes • Payments / Financial Servies / FinTech • Technology / Innovation • Global Business • Go to Market • Senior Leadership • Business Development and Strategy • Regulatory / Governmental Risk Management and Compliance • Cybersecurity / Information Security Risk Management • Other Public Company Board Service | Alyssa H. Henry | | | Former Square CEO, Block INDEPENDENT | | | Experience, Skills and Qualifications Relevant to Nomination Include: • More than 25 years of leadership experience in software engineering, cloud infrastructure and financial technology • Deep expertise in large-scale distributed systems, data infrastructure and cybersecurity, including leadership of storage products and infrastructure and information security functions • Significant executive and operational experience leading global engineering, product development, go-to-market and customer-facing organizations • Extensive public company director experience Other Public Company Boards: • Samsara since August 2024 • Intel since January 2020 Former Public Company Boards within Last Five Years: • Confluent from May 2021 to March 2026 • Unity Technologies from November 2018 to December 2022 Career Highlights: • Block Inc. (formerly Square, Inc.) • Chief Executive Officer of Square, February – October 2023 • Square Lead, and Block Infrastructure & Information Security Lead, 2021 to 2023 • Seller Lead, 2014 to 2023 • Leadership roles at Block overseeing product development, go-to-market strategy, and technical infrastructure and information security • Vice President of Amazon Web Services Storage Services and Director of Software Development for Ordering at Amazon • 12-year tenure at Microsoft in engineering and product leadership roles focused on databases and data access technologies |

  32. Director Biographies

    | 2026 Proxy Statement | 19 |

  33. Director Biographies

    | Board Committees: • None Director since: June 2021 Age: 60 Experience, Expertise and Attributes • Technology / Innovation • Global Business • Go to Market • Senior Leadership • Business Development and Strategy • Cybersecurity / Information Security Risk Management • Finance / Accounting • Human Capital Management • Corporate Sustainability and Impact • Other Public Company Board Service | Enrique Lores | | | President and Chief Executive Officer, PayPal | | | Experience, Skills and Qualifications Relevant to Nomination Include: • Deep product and operational experience at the highest levels of the information technology industry, including extensive knowledge of PayPal strategy and operations from tenure as director and Board Chair • Proven leader in consumer-facing business with extensive international business and leadership experience and global perspective • Experience developing corporate strategy including a growth-oriented portfolio, digital transformation, and exceptional talent management • Strong track record leading complex transformations and disciplined execution on a global basis Other Public Company Boards: • None Former Public Company Boards within Last Five Years: • HP Inc. from November 2019 to February 2026 Career Highlights: • President and Chief Executive Officer of PayPal, since March 2026 • Independent Board Chair of PayPal from July 2024 to February 2026 • President and Chief Executive Officer of HP Inc., an information technology company from November 2019 to February 2026 • Successfully led HP Inc. through a period of strategic transition and innovation, expanding the business into multiple new offerings • President, Imaging and Printing Solutions, HP Inc. from November 2015 to October 2019 • Spent over 30 years at The Hewlett-Packard Company in several positions of increasing responsibility ranging from Vice President, Imaging & Printing Group, EMEA to Senior Vice President & General Manager, Business Personal Systems and then Separation Leader from 1989 to 2015 |

  34. Director Biographies

    | 20 | 2026 Proxy Statement |

  35. Director Biographies

    | Board Committees: • Audit (Audit Committee Financial Expert) • Governance Director since: January 2019 Age: 68 Experience, Expertise and Attributes • Payment / Financial Services / FinTech • Technology / Innovation • Global Business • Go to Market • Senior Leadership • Business Development and Strategy • Regulatory / Governmental Risk Management and Compliance • Finance / Accounting • Human Capital Management • Corporate Sustainability and Impact Risk Management • Other Public Company Board Service | Deborah M. Messemer | | | Former Major Market Managing Partner, KPMG INDEPENDENT | | | Experience, Skills and Qualifications Relevant to Nomination Include: • More than 30 years of experience in finance, strategy, market development, regulation, governance, and operations • Strong leadership and people management experience as the Managing Partner of KPMG’s Bay Area and Northwest region, having led a team of over 3,000 employees • Extensive expertise in financial reporting, due diligence, mergers and acquisitions, and internal controls over financial reporting as Audit Engagement Partner or Senior Relationship Partner for companies in a variety of industries, including financial services and technology Other Public Company Boards: • Allogene Therapeutics, Inc. since October 2018 • TPG, Inc. since January 2022 Former Public Company Boards within Last Five Years: • None Career Highlights: • Served for over 35 years at KPMG, one of the world’s leading professional services firms, initially in the audit practice, then as Audit Engagement Partner or Global Senior Relationship Partner for clients in a variety of industries, including financial services and technology. She was Managing Partner of KPMG’s Bay Area and Northwest region, responsible for leading teams in 10 offices across all functions from 2008 through her retirement in September 2018 • Served on the Board of Directors of Carbon, Inc., a privately held company |

  36. Director Biographies

    | 2026 Proxy Statement | 21 |

  37. Director Biographies

    | Board Committees: • Audit (Audit Committee Financial Expert) • Risk (Chair) Director since: June 2015 Age: 74 Experience, Expertise and Attributes • Payments / Financial Services / FinTech • Global Business • Senior Leadership • Business Development and Strategy • Regulatory / Governmental Risk Management and Compliance • Finance / Accounting • Human Capital Management • Corporate Sustainability and Impact Risk Management • Other Public Company Board Service | David M. Moffett | | | Former Chief Executive Officer of Federal Home Loan Mortgage Corp. INDEPENDENT | | | Experience, Skills and Qualifications Relevant to Nomination Include: • Strong leadership experience and extensive global financial management and regulatory expertise as a former Chief Executive Officer and Chief Financial Officer of financial services companies • More than 30 years of strategic finance, mergers and acquisitions, risk management, and operational experience in banking and payment processing Other Public Company Boards: • Columbia Seligman Premium Technology Growth Fund, Inc. since January 2024 • Tri-Continental Corp. since January 2024 • CSX Corporation since May 2015 Former Public Company Boards within Last Five Years: • Genworth Financial, Inc. from December 2012 to May 2021 Career Highlights: • Lead Independent Director of PayPal from July 2015 to December 2018 • Chief Executive Officer of Federal Home Loan Mortgage Corp. (“Freddie Mac”) from September 2008 until his retirement in March 2009, and director of Freddie Mac from December 2008 to March 2009 • Chief Financial Officer of Star Banc Corporation, a bank holding company, starting in 1993. During his tenure, he played an integral role in the acquisition of Firstar Corporation in 1998 and later U.S. Bancorp in 2001. Mr. Moffett remained Chief Financial Officer of U.S. Bancorp until 2007 • Serves as a Trustee for Columbia Threadneedle Mutual Funds |

  38. Director Biographies

    | 22 | 2026 Proxy Statement |

  39. Director Biographies

    | Board Committees: • Governance • Risk Director since: June 2017 Age: 64 Experience, Expertise and Attributes • Technology / Innovation • Global Business • Go to Market • Senior Leadership • Business Development and Strategy • Regulatory / Governmental Risk Management and Compliance • Finance / Accounting • Human Capital Management • Other Public Company Board Service | Ann M. Sarnoff | | | Former Chair and Chief Executive Officer, WarnerMedia Studios & Networks Group INDEPENDENT | | | Experience, Skills and Qualifications Relevant to Nomination Include: • More than 30 years of diversified business experience through a variety of executive leadership roles at preeminent global media companies • Expertise in driving consumer engagement with a large and diverse spectrum of globally recognized brands • Proven ability to develop innovative partnerships and technology-focused solutions across platforms • Extensive technology experience across media and platforms Other Public Company Boards: • None Former Public Company Boards within Last Five Years: • None Career Highlights: • Chair and Chief Executive Officer of WarnerMedia Studios & Networks Group, a global leader in entertainment and consumer products from August 2020 to April 2022 • Chair and Chief Executive Officer of Warner Bros. Entertainment from August 2019 to August 2020 • President of BBC Studios Americas from August 2015 to August 2019 • Chief Operating Officer of BBC Worldwide North America from 2010 to July 2015 • Served on the board of directors of HSN from December 2012 to December 2017 • Serves as vice chair of the boards of McDonough School of Business at Georgetown University and The Shed, a cultural center based in Hudson Yards, NY; also serves as a member of the boards of directors of WTA Ventures and Cineworld Group PLC |

  40. Director Biographies

    | 2026 Proxy Statement | 23 |

  41. Director Biographies

    | Board Committees: • Governance • Risk Director since: June 2025 Age: 61 Experience, Expertise and Attributes • Technology / Innovation • Global Business • Senior Leadership • Business Development and Strategy • Regulatory / Governmental Risk Management and Compliance • Finance / Accounting • Human Capital Management • Corporate Sustainability and Impact Risk Management • Other Public Company Board Service | Deirdre Stanley | | | Former Executive Vice President and General Counsel, The Estée Lauder Companies INDEPENDENT | | | Experience, Skills and Qualifications Relevant to Nomination Include: • More than 25 years of senior executive leadership experience across global consumer, media, and information technology organizations, providing broad strategic and operational perspective • Extensive legal, regulatory, compliance, and risk management expertise as Executive Vice President and General Counsel of The Estée Lauder Companies and Thomson Reuters, overseeing global legal, security, and privacy functions Other Public Company Boards: • Consolidated Edison Inc. since November 2017 Former Public Company Boards within Last Five Years: • None Career Highlights: • Executive Vice President and General Counsel of The Estée Lauder Companies from 2019 to 2024 • Executive Vice President and General Counsel of Thomson Reuters (and predecessor company, The Thomson Corporation) from 2002 to 2019 • Serves on the board of trustees at the Hospital for Special Surgery and on the board of trustees of The Dalton School |

  42. Director Biographies

    | 24 | 2026 Proxy Statement |

  43. Director Biographies

    | Board Committees: • Audit • Compensation (Chair) Director since: July 2015 Age: 62 Experience, Expertise and Attributes • Payments / Financial Services / FinTech • Global Business • Go to Market • Senior Leadership • Business Development and Strategy • Regulatory / Governmental Risk Management and Compliance • Finance / Accounting • Human Capital Management • Corporate Sustainability and Impact Risk Management • Other Public Company Board Service | Frank D. Yeary | | | Managing Member at Darwin Capital Advisors, LLC INDEPENDENT | | | Experience, Skills and Qualifications Relevant to Nomination Include: • Notable career in investment banking and finance with financial strategy and global mergers and acquisitions expertise, including expertise in financial reporting and experience attracting and retaining strong senior leaders • Public company executive compensation, talent management, and executive leadership expertise • Tenure as both Independent Chair and Interim Executive Chair at Intel enhances acumen in corporate governance and technology industry strategic oversight • Extensive experience in corporate governance and stockholder engagement, including as a co-founder of CamberView Partners, a financial advisory firm providing independent, investor-led advice to public companies and their boards • Role as a Vice Chancellor and as Chief Administration Officer of a large public research university provides strategic and financial expertise Other Public Company Boards: • Intel Corporation director since March 2009 and chair of the board since January 2023 • Mobileye Global, Inc. (majority controlled by Intel Corporation) since October 2022 Former Public Company Boards within Last Five Years: • None Career Highlights: • Managing Member at Darwin Capital Advisors, LLC, a private investment firm since October 2018 and a Member since 2012 • Executive Chair of CamberView Partners, LLC, a corporate advisory firm from 2012 to 2018 • Vice Chancellor of the University of California, Berkeley, a public university, from 2008 to 2012, where he led and implemented changes to the university’s financial and operating strategy • Spent 25 years in the finance industry, most recently as Managing Director, Global Head of Mergers and Acquisitions and as a member of the Management Committee at Citigroup Investment Banking |

  44. Director Biographies

    | 2026 Proxy Statement | 25 |

  45. Delinquent Section 16(a) Reports

    | Director Compensation |

  46. Director Compensation

    Director Compensation The Compensation Committee is responsible for reviewing and approving compensation paid to non-employee directors for their Board and Board committee service. On an annual basis, the Compensation Committee reviews the non-employee director compensation program, receiving input from the Compensation Committee’s independent compensation consultant regarding market practices and the competitiveness of the non-employee director compensation program in relation to the Company’s peer group and the general market.

  47. 2025 Director Compensation

    2025 Director Compensation Our director compensation program includes the payment of an annual cash retainer and the grant of an annual equity award to each of our non-employee directors. In late 2024, the Compensation Committee, after consultation with its independent compensation consultant, determined that the Company’s director compensation program continued to be aligned with market practices. Accordingly, no changes were made to the director compensation program for 2025 at that time. Effective June 23, 2025, the Board effected the Committee Reorganization, disbanding the ARC Committee and creating two separate standing committees – the Audit Committee and the Risk Committee. In connection with the Committee Reorganization, the Compensation Committee approved annual committee retainers payable to chairs and members of each of the Audit Committee and Risk Committee, as set forth under “2025 Annual Cash Retainers” below. Any Board member appointed as chair or member of a committee on which they were not serving at the time of the Committee Reorganization received a pro-rated annual committee retainer in connection with the Committee Reorganization. This includes any Board member appointed as chair or member of the Audit Committee or Risk Committee who was not serving on the ARC Committee at the time of the Committee Reorganization, as well as any Board member appointed to both the Audit Committee and Risk Committee who was serving on the ARC Committee at the time of the Committee Reorganization. Any Board member appointed as chair or member of only one of the Audit Committee or Risk Committee who was serving on the ARC Committee at the time of the Committee Reorganization was not eligible to receive a pro-rated annual committee retainer.

  48. 2025 Director Compensation Table

    2025 Director Compensation Table The following table summarizes the total compensation earned by or paid to our non-employee directors for the fiscal year ended December 31, 2025.

  49. 2025 Director Compensation Table

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Total(3) ($) | | Rodney C. Adkins(4) | 110,000 | — | 110,000 | | Joy Chik(5) | 90,515 | 330,029 | 420,544 | | Jonathan Christodoro | 118,466 | 275,024 | 393,490 | | Carmine Di Sibio | 120,932 | 275,024 | 395,956 | | David W. Dorman | 125,564 | 275,024 | 400,588 | | Enrique Lores(6) | 167,534 | 362,567 | 530,101 | | Gail J. McGovern | 128,466 | 275,024 | 403,490 | | Debbie M. Messemer | 105,233 | 275,024 | 380,257 | | David M. Moffett | 130,466 | 275,024 | 405,490 | | Ann M. Sarnoff | 109,419 | 275,024 | 384,443 | | Deirdre Stanley(7) | 57,319 | 260,694 | 318,013 | | Frank D. Yeary | 109,488 | 275,024 | 384,512 |

  50. 2025 Director Compensation Table

    | (1) The amounts reported in the Fees Earned or Paid in Cash column reflect the annual cash retainer amounts earned by each non-employee director in 2025, which includes annual retainer amounts for which the following directors elected to receive fully vested shares of PayPal common stock in lieu of cash: |

  51. 2025 Director Compensation Table

    | Name | Fees Forgone ($) | Shares Received (#) | | David W. Dorman | 125,466 | 1,481 | | Enrique Lores | 167,500 | 1,944 | | Deirdre Stanley | 57,260 | 779 | | Frank Yeary | 109,419 | 1,292 |

  52. 2025 Director Compensation Table

    | (2) Amounts shown represent the grant date fair value of the fully vested shares of PayPal common stock granted to our non-employee directors (other than Ms. Stanley) on June 5, 2025, following our 2025 Annual Meeting of Stockholders; to Ms. Chik on March 10, 2025, in connection with her appointment to the Board; and to Ms. Stanley on June 24, 2025, in connection with her appointment to the Board. The grant date fair value is calculated by multiplying the number of shares of PayPal common stock subject to the award by the closing price of a share of PayPal common stock on the date of grant, in accordance with FASB ASC Topic 718. |

  53. 2025 Director Compensation Table

    | 46 | 2026 Proxy Statement |

  54. 2025 Director Compensation Table

    | Director Compensation 2025 Director Compensation Table |

  55. 2025 Director Compensation Table

    | (3) The amounts reported in the Fees Earned or Paid in Cash, Stock Awards and Total columns include amounts deferred under the DCP. As of December 31, 2025, our non-employee directors held the following vested DSUs and deferred shares of our common stock under the DCP: |

  56. 2025 Director Compensation Table

    | Name | Total DSUs Held (#) | Total Deferred Shares Held (#) | | Jonathan Christodoro | 5,353 | — | | Carmine Di Sibio | — | 8,044 | | David W. Dorman | 9,488 | — | | Enrique Lores | — | 25,183 | | Gail J. McGovern | 3,711 | 4,167 | | Deborah Messemer | — | 13,976 | | David M. Moffett | 49,001 | 12,087 | | Deirdre Stanley | — | 4,322 | | Frank D. Yeary | 5,460 | 25,383 |

  57. 2025 Director Compensation Table

    | DSUs and deferred shares held by our directors accrue dividend equivalents, which will be paid in cash to our non-employee directors at the same time as the underlying DSUs or deferred shares are delivered. Dividend equivalents are not included in “All Other Compensation” because those amounts were factored into the grant date fair values. |

  58. 2025 Director Compensation Table

    | (4) Mr. Adkins did not seek re-election to the Board at the 2025 Annual Meeting of Stockholders. |

  59. 2025 Director Compensation Table

    | (5) Ms. Chik was appointed to the Board on March 10, 2025. Her annual cash retainer was prorated to reflect her service during 2025 and her annual equity retainer for service prior to the 2025 Annual Meeting of Stockholders was prorated to reflect the number of days from the date of her appointment to the first anniversary of the 2024 Annual Meeting of Stockholders. |

  60. 2025 Director Compensation Table

    | (6) The amounts reported in this table for Mr. Lores reflect compensation for his role as a non-employee director during all of 2025. |

  61. 2025 Director Compensation Table

    | (7) Ms. Stanley was appointed to the Board on June 24, 2025. Her annual cash retainer was prorated to reflect her service during 2025 and her 2025 annual equity retainer was prorated to reflect the number of days from the date of her appointment to the first anniversary of the 2025 Annual Meeting of Stockholders. |

  62. 2025 Director Compensation Table

    | 2026 Proxy Statement | 47 |

  63. 2025 Director Compensation Table

    | Corporate Sustainability & Impact Oversight and Management |

  64. CEO Offer Letter

    CEO Offer Letter Mr. Lores’ offer letter included two categories of compensation entitlements: (1) go-forward, ordinary course compensation arrangements and (2) special, non-recurring awards associated with Mr. Lores’ appointment as CEO. The non-recurring awards are intended to incentivize Mr. Lores to lead PayPal with a focus on long-term stockholder return and to compensate him for awards he forfeited in departing from his prior employer to join PayPal. The amounts and types of compensation for Mr. Lores were determined carefully by the Compensation Committee in consultation with the Compensation Committee’s independent compensation consultant. In determining his compensation package, the Compensation Committee considered factors including Mr. Lores’ more than three decades of technology and commercial experience and his expertise, including his unique qualifications and level of knowledge of PayPal’s business due to his nearly five-year tenure on the Board, the compensation paid to Mr. Lores at his prior employer, market compensation for Mr. Lores’ role within PayPal’s compensation peer group (as listed below under the heading “Our Compensation Peer Group”) including external new hire compensation arrangements, feedback previously received from stockholders, and PayPal’s pay-for-performance philosophy. The design of Mr. Lores’ new hire awards is highly performance-oriented, with no sign-on cash component, and with a special performance-based equity award tied to rigorous stock price hurdles over a period up to five years.

  65. CEO Offer Letter

    | Pay Element and Target Value | Key Terms | | Annual Base Salary $1,450,000 | — | | Target AIP Bonus 200% of Base Salary | • Payout determined based on Company and individual performance • Eligible for full bonus in respect of 2026 | | 2026 RSUs $16,500,000 | • Follows PayPal’s standard three-year vesting schedule • Amount reflects target grant date value | | 2026 PBRSUs $16,500,000 | • Follows PayPal’s PBRSU vesting schedule for 2026 PBRSUs applicable to other executive officers, as discussed below in the section titled “2026-2028 PBRSUs” • Performance period began on January 1, 2026, in alignment with the rest of the executive leadership team • Amount reflects target grant date value | | Portion of 2027 RSUs $11,000,000 | • Granted upon hire to provide immediate and strong alignment of Mr. Lores’ incentives with our stockholders’ long-term interests and ensure that any future appreciation in value realized pursuant to this award results directly from meaningful stock price appreciation driven by his performance from the commencement of his employment • Designed to provide a more meaningful, stockholder-aligned inducement to join PayPal, compared to a cash sign-on bonus • Vesting delayed by one year to reflect 2027 nature of the award; vests over four years from the grant date, with 1/3 of the shares underlying the award vesting on the second anniversary of the grant date and 1/12 of the shares underlying the award vesting quarterly thereafter, generally subject to Mr. Lores’ continued employment through the applicable vesting date • Amount reflects target grant date value • These RSUs represent 1/3 of the aggregate grant date value of annual equity grants anticipated to be made to Mr. Lores for 2027; subject to Compensation Committee approval, Mr. Lores remains eligible for additional RSU and PBRSU grants in 2027 with an anticipated aggregate target grant date value of $22,000,000 (of which $5,500,000 is anticipated to be in the form of RSUs and $16,500,000 is anticipated to be in the form of PBRSUs) |

  66. CEO Offer Letter

    | Pay Element and Target Value | Key Terms | | Make-Whole RSUs $20,000,000 | • Vests as to 1/3 of the shares underlying the award on the first three anniversaries of the grant date, generally subject to Mr. Lores’ continued employment through the applicable vesting date • Amount reflects target grant date value and the approximate value of awards Mr. Lores forfeited with his former employer to join PayPal • Upon a termination of employment by PayPal without cause, by Mr. Lores for good reason, or due to Mr. Lores’ death or disability (in each case as defined in the Company’s Executive Change in Control and Severance Plan (the “Executive Severance Plan”)), any then-unvested Make-Whole RSUs will vest, subject to satisfaction of release of claims and other requirements under the Executive Severance Plan | | Inducement Stock Price PBRSUs $25,000,000 | • Eligible to vest based on the achievement of long-term stock price hurdles (set forth below) measured based on the average closing price of PayPal common stock over any consecutive 60-calendar day period ending on or between the third and fifth anniversaries of Mr. Lores’ start date as our CEO, with any PBRSUs earned to vest as to 25% on achievement of the stock price hurdle and as to 75% on the fifth anniversary of Mr. Lores’ start date, generally conditioned on his continued employment with us, subject to certain termination protection in the event of a termination of his employment by PayPal without cause, by Mr. Lores for good reason, or due to Mr. Lores’ death or disability |

  67. CEO Offer Letter

    | | Price Increase(1) | Minimum Stock Price | Total Payout | | Target | 60% | N/A | 100% | | Stretch | 100% | $100 | 175% | | Max | 150% | $125 | 250% |

  68. 2026-2028 PBRSUs

    2026-2028 PBRSUs In structuring the 2026 long-term incentive compensation program for our executive officers, the Compensation Committee sought to align executive incentives with the effective execution of our transformation strategy, while responding to stockholder feedback regarding the inclusion of financial metrics in the Company’s long-term incentive awards. To ensure our executive team is focused on accelerating execution and bringing greater discipline to how we implement our strategic priorities, PBRSUs granted to our executive officers in 2026, including the 2026 PBRSUs to be granted to Mr. Lores pursuant to the terms of his offer letter, will be eligible to vest following the completion of a three-year performance period (January 1, 2026 through December 31, 2028). Vesting will be determined based on the achievement of two equally-weighted financial performance metrics: FX-neutral revenue growth and non-GAAP EPS. Achievement against those metrics will be further subject to a relative total shareholder return (“rTSR”) modifier. To focus executives’ attention on delivering strong near-term performance during this critical phase of the Company’s transformation, the Compensation Committee will establish annual targets for the financial performance metrics at the beginning of each year during the performance period. The percentage achieved for each of the three years will be averaged to determine the final number of shares earned and the rTSR modifier will be based on our performance relative to the S&P 500 for the full three-year performance period. Awards will continue to be subject to an overall payout cap of 200% of target. Any earned PBRSUs will vest on March 1, 2029, generally subject to the executive’s continued employment with the Company through the vesting date.

  69. Former CEO Compensation

    Former CEO Compensation In connection with Mr. Chriss’ departure, the Company and Mr. Chriss entered into a separation agreement, pursuant to which he was eligible to receive only the severance payments and benefits applicable upon a termination of employment by the Company without cause (and not in connection with a change in control of the Company) under the Executive Severance Plan. For information on Mr. Chriss’ severance benefits, see the section below titled “Potential Payments Upon Termination or Change in Control – CEO Departure-Related Compensation.” Additional details regarding Mr. Lores’ offer letter, Ms. Miller’s retention bonus and Mr. Chriss’ severance benefits are also available on PayPal’s Current Report on Form 8-K filed with the SEC on February 3, 2026.

  70. 2025 NEO Compensation Program Elements

    | | Form of Payment | | Performance Period | Performance Criteria | Objectives | For More Information | | Salary | | Cash | Ongoing | Alignment of salary with performance is evaluated on an annual basis | • Rewards individuals’ current contributions • Compensates for expected day-to-day performance • Reflects scope of roles and responsibilities | Page 65 | | Annual Incentive Plan (“AIP”) | | Cash | One year | Transaction Margin Dollars and Non-GAAP Operating Income, adjusted for individual performance(1) | • Rewards successful annual performance • Incentivizes achievement of short-term performance goals designed to drive profitable growth and enhance stockholder value | Page 66 | | Long-Term Incentive Plan (“LTI”) | | Performance-Based Restricted Stock Units (“PBRSUs”) | Three years | Earned based on rTSR, measured as compared to the S&P 500 over discrete 12-, 24- and 36-month measurement periods; three-year cliff vesting | • Rewards achievement of performance goals over the three-year performance period designed to drive the creation of stockholder value • Intended to support long-term retention objectives while minimizing potential impact of short-term share price volatility by reinforcing the need to deliver consistent performance results over the full performance period | Page 69 | | | | Restricted Stock Units (“RSUs”) | Vests over three years | Service-based vesting; ultimate value based on stock price performance | • Rewards the creation of long-term value • Recognizes potential future contributions • Intended to support long-term retention objectives | Page 71 |

  71. 2025 PayPal Annual Incentive Plan

    2025 PayPal Annual Incentive Plan Under the 2025 AIP, the bonus pool was funded based on achievement of two equally-weighted Company performance metrics: transaction margin dollars and non-GAAP operating income. The following table shows the Company performance goals established at the beginning of 2025, and actual performance achieved as determined by the Compensation Committee.

  72. 2025 PayPal Annual Incentive Plan

    | Company Measure ($ in billions) | Threshold (50% Payout)(1) | Target (100% Payout)(1) | Maximum (125% Payout)(1) | Actual Achieved | Actual Achieved (Percentage of Target) | | Transaction Margin Dollars(2) | $15.024 | $15.400 | $15.611 | $15.466 | 108% | | Non-GAAP Operating Income(2) | $6.130 | $6.500 | $6.597 | $6.384 | 89% | | | Company Performance Score | | | | 98% |

  73. 2025 PayPal Annual Incentive Plan

    | (1) Linear interpolation applies to transaction margin dollars and non-GAAP operating income for results between specific hurdles. |

  74. 2025 PayPal Annual Incentive Plan

    | (2) Transaction margin dollars and non-GAAP operating income are not financial measures prepared in accordance with GAAP. For information on how we compute non-GAAP financial measures and a reconciliation to the most directly comparable financial measures prepared in accordance with GAAP, please refer to “Appendix A: Reconciliation of Non-GAAP Financial Measures” to this proxy statement. |

  75. 2025 PayPal Annual Incentive Plan

    Each NEO’s individual bonus payout was then subject to adjustment based on their individual performance. Each of our current NEOs achieved an individual performance score of 100% for 2025, as further described in the section titled “Individual Performance Scores” on page 67 of this CD&A. Mr. Chriss ceased to be eligible for the 2025 AIP in accordance with its terms upon notice of his termination of employment with the Company. See the section titled “Potential Payments Upon Termination or Change in Control – CEO Departure-Related Compensation” for more information.

  76. 2023-2025 PBRSUs

    | Measure | Threshold (50% Payout)(1) | Target (100% Payout)(1) | Maximum (200% Payout)(1) | Actual Achieved (Three-Year CAGR) | Actual Achieved (Percentage of Target) | | FX-Neutral Revenue CAGR | 2.0% | 5.0% | 8.0% | 6.7% | 157% | | Free Cash Flow CAGR(2) | 1.5% | 4.5% | 7.5% | 2.9% | 73% | | | Aggregate Percentage of Target Achieved | | | | 115% |

  77. Key Compensation Policies and Practices

    | What We Do | | | | Pay for Performance | | Our AIP is entirely performance-based, and our NEOs are not guaranteed any minimum levels of payment under that plan. | | | | More than 50% of our NEOs’ target total direct compensation (composed of each NEO’s base salary, AIP target and LTI target) is performance-based and tied to pre-established performance goals aligned with our short-term and long-term objectives. | | Rigorous performance goals | | We use objective, performance-based Company goals designed to be rigorous in our incentive plans. | | Include stock-based compensation expense in non-GAAP performance metrics | | The non-GAAP performance metrics used in our executive compensation program include the impact of stock-based compensation expense. | | Independent compensation consultant | | The Compensation Committee engages its own independent compensation consultant to advise on executive and director compensation matters. | | Annual compensation peer group review | | The Compensation Committee annually reviews the composition of our compensation peer group to evaluate whether the peer group remains appropriate in light of our size and industry, as well as the industries in which we compete for talent. | | Annual say-on-pay vote | | We conduct an annual advisory say-on-pay vote on our NEO compensation. | | Stockholder engagement | | We are committed to ongoing engagement with our stockholders – including on executive compensation, corporate governance and corporate sustainability and impact (“CS&I”) matters – through in-person meetings, teleconferences, and correspondence. | | Annual compensation risk assessment | | We conduct an annual compensation risk assessment to evaluate whether our executive compensation program presents any risks that are reasonably likely to have a material adverse effect on PayPal. | | Clawback policies | | In addition to our mandatory recovery policy adopted in compliance with Exchange Act Rule 10D-1 and the Nasdaq listing standards regarding recovery of erroneously awarded compensation in the event of an accounting restatement, we maintain a separate clawback policy pursuant to which the Compensation Committee can require forfeiture or reimbursement of a broader range of incentive compensation paid or awarded to our NEOs (including time-based equity awards) in certain other circumstances. | | Robust stock ownership guidelines | | Our stock ownership guidelines require significant sustained ownership of our common stock to align the long-term interests of our NEOs and non-employee directors with those of our stockholders and reflect our commitment to sound corporate governance. | | Prohibition of hedging and pledging transactions | | Our insider trading policy, which applies to all Board members, executive officers and employees, prohibits the use of hedging and monetization transactions relating to our securities and the use of PayPal derivative securities as collateral in a margin account or for any loan or extension of credit. Board members and executive officers are prohibited, and all other employees are strongly discouraged, from pledging any PayPal securities as collateral for loans. | | What We Don’t Do | | | | No entitlement to excise tax gross-ups on “change in control” payments | | Our agreements with our NEOs do not provide for any excise tax gross-ups or other payment or reimbursement of excise taxes on severance in connection with a change in control of PayPal. | | No “single-trigger” CIC payments or acceleration of equity awards | | We do not make “single-trigger” change-in-control payments or maintain any plans that require single-trigger change-in-control acceleration of equity awards to our NEOs upon a change in control of PayPal. | | No tax gross-ups on perquisites | | We do not provide our NEOs with tax gross-ups on perquisites, other than in limited circumstances related to relocation and international business travel that are at our direction and deemed to benefit our business operations. | | No discounting of stock options or repricing of underwater options | | Our equity compensation plan expressly prohibits the discounting of the exercise price of stock options and the repricing of underwater stock options without stockholder approval. |

  78. How We Determine Incentive Compensation

    How We Determine Incentive Compensation When deciding the target amount and forms of incentive compensation for our NEOs, the Compensation Committee considers competitive market data, including the compensation practices of technology and financial companies in our compensation peer group (see “Our Compensation Peer Group” below for our 2025 peer group), as disclosed in their public filings and in proprietary third-party compensation surveys, and the need to retain qualified individuals in a highly competitive market for proven executive talent in both the technology and financial sectors. In determining the individual payouts pursuant to our executive compensation program, the Compensation Committee also considers the following individual factors for each NEO:

  79. PayPal Annual Incentive Plan

    PayPal Annual Incentive Plan The 2025 AIP provided each of our NEOs with the opportunity to earn annual incentive compensation based on Company performance and individual performance during 2025. The Compensation Committee determined that the 2025 AIP bonus pool would be funded based on two equally-weighted Company performance metrics, with each NEO’s individual bonus payment then subject to adjustment based on their individual performance score. The AIP bonus is paid 100% in cash. The following table sets forth the 2025 target annual incentive opportunity (the “Target Incentive Amount”) for each participating NEO, which is expressed as a percentage of the NEO’s base salary. Target incentive percentages remained unchanged from 2024 to 2025.

  80. PayPal Annual Incentive Plan

    | NEO | AIP Target as Percentage of Base Salary (%) | Base Salary Used to Calculate Target Incentive Amount ($)(1) | Target Incentive Amount ($) | | Alex Chriss(2) | 200% | 1,325,342 | 2,650,685 | | Jamie Miller | 125% | 863,014 | 1,078,767 | | Michelle Gill | 125% | 787,671 | 984,589 | | Frank Keller | 125% | 787,671 | 984,589 | | Suzan Kereere | 125% | 787,671 | 984,589 | | Diego Scotti | 125% | 787,671 | 984,589 |

  81. PayPal Annual Incentive Plan

    | (1) In accordance with the terms of the 2025 AIP, each NEO’s base salary was prorated to reflect changes effective during 2025 for purposes of calculating the NEO’s Target Incentive Amount. |

  82. PayPal Annual Incentive Plan

    | (2) Mr. Chriss ceased to be eligible for the 2025 AIP in accordance with its terms upon notice of his termination of employment with the Company. See the section titled “Potential Payments Upon Termination or Change in Control – CEO Departure-Related Compensation” for more information on the compensation Mr. Chriss received in connection with his termination of employment. |

  83. PayPal Annual Incentive Plan

    The actual amount of each participating NEO’s 2025 AIP bonus was determined by the following formula with an overall AIP bonus payout cap of 200% of the NEO’s Target Incentive Amount: Company Performance Score Individual Target 50% 50% Performance AIP Bonus Incentive Score Payout Transaction Non-GAAP (0-160% Margin Dollars Operating Income of target) (0-125% of target) (0-125% of target)

  84. PayPal Annual Incentive Plan

    | 66 | 2026 Proxy Statement |

  85. Company Performance Score

    Transaction margin dollars and non-GAAP operating income were weighted equally to determine the Company performance score under the 2025 AIP. If the threshold performance goal was not met for one of the transaction margin dollars and non-GAAP operating income metrics, the Company performance score attributable to that metric would be 0%. Any Company performance score of less than 50% would result in no bonus payment under the 2025 AIP. The maximum possible Company performance score under the 2025 AIP was 125%. In January 2025, the Compensation Committee established threshold, target, and maximum performance goals for the transaction margin dollars and non-GAAP operating income measures, based primarily on our approved budget and operating plan for the year and full-year guidance provided to the investment community. The table below shows the Company performance goals for the 2025 AIP and the actual performance achieved. The Compensation Committee believes that the goals established were rigorous and represented a high degree of operational performance and execution of strategy. In addition, the 2025 target performance goals for both transaction margin dollars and non-GAAP operating income were set higher than the actual performance achieved in 2024.

  86. Company Performance Score

    | Company Measure ($ in billions) | Threshold (50% Payout)(1) | Target (100% Payout)(1) | Maximum (125% Payout)(1) | Actual Achieved | Actual Achieved (Percentage of Target) | | Transaction Margin Dollars(2) | $15.024 | $15.400 | $15.611 | $15.466 | 108% | | Non-GAAP Operating Income(2) | $6.130 | $6.500 | $6.597 | $6.384 | 89% | | | Company Performance Score | | | | 98% |

  87. Individual Performance Scores

    | (1) Mr. Chriss ceased to be eligible for the 2025 AIP in accordance with its terms upon notice of his termination of employment with the Company. As a result, he did not receive an individual performance score for 2025. |

  88. AIP Payouts

    AIP Payouts The following table shows the 2025 AIP payout for each NEO.

  89. AIP Payouts

    | NEO(1) | Target Incentive Amount ($) | | Company Performance Score (%) | | Individual Performance Score (%) | | 2025 AIP Payout ($) | | Jamie Miller | 1,078,767 | | 98% | | 100% | | 1,057,192 | | Michelle Gill | 984,589 | | 98% | | 100% | | 964,897 | | Frank Keller | 984,589 | | 98% | | 100% | | 964,897 | | Suzan Kereere | 984,589 | | 98% | | 100% | | 964,897 | | Diego Scotti | 984,589 | | 98% | | 100% | | 964,897 |

  90. AIP Payouts

    | (1) Mr. Chriss ceased to be eligible for the 2025 AIP in accordance with its terms upon notice of his termination of employment with the Company. |

  91. AIP Payouts

    | 68 | 2026 Proxy Statement |

  92. Long-Term Incentive Compensation

    Long-Term Incentive Compensation

  93. Long-Term Incentive Award Target Values

    Long-Term Incentive Award Target Values In making its determination on the LTI target values for our NEOs for 2025, the Compensation Committee set equity award guidelines and target levels for individual awards by position based on the factors discussed in “How We Determine Incentive Compensation” above. The 2025 LTI awards for our eligible NEOs were divided equally into (i) PBRSUs (assuming target performance) with performance measured over a three-year period and (ii) service-based RSUs that vest over three years (with one-third of the RSUs vesting on the first anniversary of the grant date, and the remainder vesting ratably each subsequent quarter over the remaining vesting period, generally subject to the NEO’s continued employment with PayPal through the applicable vesting date). Based on the above guidelines, the Compensation Committee approved the target 2025 LTI awards set forth in the following table for each NEO.

  94. Long-Term Incentive Award Target Values

    | NEO | Target LTI Grant Value ($) | Target PBRSU Value ($) (Shares)(1) | Service-Based RSUs ($) (Shares)(1) | | Alex Chriss(2) | $28,000,000 | $14,000,000 (171,971 shares) | $14,000,000 (171,791 shares) | | Jamie Miller | $14,500,000 | $7,250,000 (88,964 shares) | $7,250,000 (88,964 shares) | | Michelle Gill | $13,500,000 | $6,750,000 (82,828 shares) | $6,750,000 (82,828 shares) | | Frank Keller | $13,500,000 | $6,750,000 (82,828 shares) | $6,750,000 (82,828 shares) | | Suzan Kereere | $13,500,000 | $6,750,000 (82,828 shares) | $6,750,000 (82,828 shares) | | Diego Scotti | $13,500,000 | $6,750,000 (82,828 shares) | $6,750,000 (82,828 shares) |

  95. Long-Term Incentive Award Target Values

    | (1) The target number of PBRSUs and number of service-based RSUs shown in the table represent the actual number of shares underlying the award, as determined in accordance with Company policy. The PBRSUs and RSUs listed in this table were granted to our NEOs on March 1, 2025. As a result, these target values differ from the accounting values for these awards reported in the 2025 Summary Compensation Table. |

  96. Long-Term Incentive Award Target Values

    | (2) In connection with the termination of his employment, Mr. Chriss is eligible to continue vesting in any time-based equity award that otherwise would have vested during the 12-month period following his separation date, and in any performance-based equity award with a performance period ending within the 12-month period following his separation date. On his separation date, Mr. Chriss forfeited the portion of the service-based RSUs that were scheduled to vest outside the 12-month period and his entire PBRSU award. |

  97. Performance-Based Restricted Stock Units (“PBRSUs”)

    Performance-Based Restricted Stock Units (“PBRSUs”) In January 2025, the Compensation Committee approved the following structure for the multi-year PBRSUs granted in 2025 (the “2025-2027 PBRSUs”).

  98. Performance-Based Restricted Stock Units (“PBRSUs”)

    | • | Three-year performance period from January 1, 2025 through December 31, 2027, to emphasize the importance of sustained growth and long-term stockholder value creation, with three discrete measurement periods of 12, 24 and 36 months, to enhance the program’s durability and minimize the potential impact of short-term stock price volatility. |

  99. Performance-Based Restricted Stock Units (“PBRSUs”)

    | • | Three-year cliff vesting, to maximize retentive value of the awards. |

  100. Performance-Based Restricted Stock Units (“PBRSUs”)

    | • | Awards to be settled in shares of our common stock, subject to the Compensation Committee’s certification of the Company’s relative total shareholder return (“rTSR”), measured as compared to the S&P 500, with the target for rTSR versus the S&P 500 set at the 55th percentile, to ensure rigor in our LTI program. |

  101. Performance-Based Restricted Stock Units (“PBRSUs”)

    | • | If absolute TSR is negative for the 36-month performance period, the maximum shares earned are capped at 100% of the target number of shares, to help ensure appropriate alignment of PBRSU payouts with long-term stockholder value creation. |

  102. Performance-Based Restricted Stock Units (“PBRSUs”)

    In approving this structure, the Compensation Committee considered a number of factors, including its desire to set challenging performance goals that require outperformance to achieve target, the evolution of PayPal’s strategic priorities and initiatives, particularly during a period of transition for the Company, and feedback received from stockholders. The Compensation Committee believes that this PBRSU structure meets these objectives by measuring and rewarding our holistic relative outperformance and long-term value creation and enhancing program durability, while ensuring alignment with stockholder experience in the event of negative absolute stockholder returns.

  103. Performance-Based Restricted Stock Units (“PBRSUs”)

    | 2026 Proxy Statement | 69 |

  104. PBRSU Mechanics and Targets

    | | Threshold | Target | Maximum | | PayPal TSR v. S&P 500 TSR | 25th percentile | 55th percentile | 75th percentile | | Payout to Target | 50% | 100% | 200% |

  105. PBRSU Mechanics and Targets

    For each tranche, performance below the threshold level will result in a payout of 0% and performance above the maximum level will result in a payout of 200% of target. Linear interpolation is applied to performance between threshold, target and maximum levels. If absolute TSR achievement is negative for the 36-month performance period, the maximum payout will be 100% of the target number of shares for all three tranches (the “Performance Cap”). rTSR performance for the 12-month (calendar year 2025) measurement period was achieved below the 25th percentile, such that one-third of the 2025-2027 PBRSUs will be earned at 0% of target. All three tranches of the 2025-2027 PBRSUs are subject to three-year cliff vesting, with settlement of the PBRSUs on March 1, 2028 based on rTSR achievement over the three performance periods.

  106. Settlement of Previously Awarded 2023-2025 PBRSUs

    | Measure | Threshold (50% Payout)(1) | Target (100% Payout)(1) | Maximum (200% Payout)(1) | Actual Achieved (Three-Year CAGR) | Actual Achieved (Percentage of Target) | | FX-Neutral Revenue CAGR | 2.0% | 5.0% | 8.0% | 6.7% | 157% | | Free Cash Flow CAGR(2) | 1.5% | 4.5% | 7.5% | 2.9% | 73% | | | Aggregate Percentage of Target Achieved | | | | 115% |

  107. Restricted Stock Units

    Restricted Stock Units Our 2025 LTI awards also included service-based RSUs with a three-year vesting schedule. These RSU awards vest one-third on the first anniversary of the grant date, with the remainder vesting ratably each subsequent quarter over the remaining vesting period, generally subject to the NEO’s continued employment with PayPal through the applicable vesting date. Service-based RSUs serve to more closely align our NEOs’ interests with those of our stockholders, as RSUs become more valuable as our stock price increases. While the value is tied directly to our stock price performance, the service-based RSUs have some value regardless of whether our stock price increases or decreases, and are also designed to provide an appropriate incentive for our NEOs to remain with us throughout the three-year vesting period.

  108. Compensation Consultant

    Compensation Consultant The Compensation Committee’s independent compensation consultant provides advice and resources to help the Compensation Committee assess the effectiveness of our executive compensation strategy and program. The compensation consultant reports directly to the Compensation Committee, and the Compensation Committee has the sole power to terminate or replace the consultant at any time. Compensia has served as the Compensation Committee’s compensation consultant since 2016. The Compensation Committee directed Compensia to help members of management obtain the information necessary for management to formulate recommendations to the Compensation Committee, which are evaluated by Compensia. A representative of Compensia also attends Compensation Committee meetings, which generally include an executive session during which Compensia meets with the Compensation Committee with no members of management present. Compensia also regularly meets with the Chair of the Compensation Committee as warranted outside of regular meetings. As part of its engagement in 2025, Compensia provided a market overview of executive compensation, evaluated our compensation peer group composition, evaluated executive cash and equity compensation levels at our compensation peer group companies, reviewed proposed compensation adjustments and changes to existing arrangements, advised on the framework for our annual and long-term incentive awards, assessed executive perquisites relative to peer and broader market practices, advised on our equity compensation program, including equity usage, and reviewed the compensation of our non-employee directors. Compensia did not provide any other services to us in 2025. Recognizing the importance of objective advice, the Compensation Committee closely examines the procedures and safeguards of its compensation consultant to ensure that its services are objective. The Compensation Committee has assessed the independence of Compensia pursuant to the applicable Nasdaq listing standards and SEC rules and concluded that Compensia’s work for the Compensation Committee does not raise any conflict of interest.

  109. Our Compensation Peer Group

    Our Compensation Peer Group Given the criticality of our ability to attract and retain executive talent from both the technology and financial sectors, our compensation peer group is made up of technology companies and financial companies. This mix is intended to provide the Compensation Committee with insight into the differences across these two business sectors so that it can design an executive compensation program that is both balanced and competitive across each sector. In deciding whether a company should be included in our compensation peer group, the Compensation Committee generally considers the following screening criteria:

  110. Our Compensation Peer Group

    | • | revenue and revenue growth; |

  111. Our Compensation Peer Group

    | • | market capitalization; |

  112. Our Compensation Peer Group

    | • | industry; and |

  113. Our Compensation Peer Group

    | • | whether we compete with the company for executive talent. |

  114. Our Compensation Peer Group

    While each member of the compensation peer group was chosen based on one or more of the factors listed above, not all factors were relevant for every peer company. While some of the compensation peer group members may be significantly larger than PayPal in terms of revenue or market capitalization, the Compensation Committee has determined that such companies should be included in the peer group primarily because we compete with them for talent. Our compensation peer group for 2025 was composed of 10 technology companies and 10 financial companies with which we generally compete for talent. Applying the criteria described above and to improve the comparability of our compensation peer group, in consultation with Compensia, the Compensation Committee removed Automatic Data Processing Inc. and added Airbnb Inc.

  115. Peer Group Companies

    Peer Group Companies Technology Companies Adobe Inc. Airbnb Inc. Block, Inc. Intuit Inc. Netflix, Inc. Oracle Corporation Salesforce, Inc. ServiceNow, Inc. Shopify Inc. Uber Technologies, Inc. Financial Companies American Express Company Capital One Financial Corporation Discover Financial Services Fidelity National Information Services, Inc. Fiserv Inc. Global Payments Inc. JP Morgan Chase & Co. Mastercard Incorporated U.S. Bancorp Visa Inc. In assessing our executive compensation program for 2025, the Compensation Committee considered the compensation programs of our compensation peer group as well as our goals of rewarding performance and retaining core top talent. We also compare our performance to the performance of companies in our compensation peer group that we believe have relatively comparable business models. Our executive compensation program is generally designed to balance compensation practices from each sector represented by our compensation peer group because our employees have historically been recruited by companies in both sectors.

  116. Peer Group Companies

    | 2026 Proxy Statement | 73 |

  117. Equity Grant Practices

    Equity Grant Practices Our equity awards are currently made in the form of RSUs and PBRSUs. We do not currently grant stock options or stock appreciation rights. We maintain the following equity award grant practices:

  118. Equity Grant Practices

    | • | Annual equity awards are granted on March 1 st of each year. |

  119. Equity Grant Practices

    | • | In the case of awards made to newly-hired employees, equity awards are granted on the 15 th of the month following the month of the employee’s start date. |

  120. Equity Grant Practices

    | • | Off-cycle equity awards, including retention and promotion awards, are also granted on the 15 th of the month. |

  121. Equity Grant Practices

    Equity awards granted to our NEOs, Section 16 officers and any employee with a title of Executive Vice President or above are approved by the Compensation Committee. Equity awards granted to non-executive employees, including any Senior Vice President or below who is not a Section 16 officer, are approved by our Non-Officer Equity Committee (the sole member of which is our CEO), with oversight from the Compensation Committee, which reviews and approves projected equity usage at the beginning of each year. We do not grant equity awards in anticipation of the release of material non-public information, and the release of material non-public information is not timed on the basis of equity grant dates.

  122. Mandatory Recovery Policy and Clawback Policy

    | • | a termination of a covered employee’s employment by the Company for cause (as defined in the Executive Severance Plan) or a determination by the Compensation Committee within 12 months following the covered employee’s termination of employment that grounds existed for a termination for cause; or |

  123. Mandatory Recovery Policy and Clawback Policy

    | • | any incentive compensation that was paid to or received by the covered employee (including gains realized through the exercise of stock options) during the 12-month period preceding the date on which PayPal had actual knowledge of the triggering event, or the full impact of the triggering event was known (or such longer period of time as may be required by any applicable statute or government regulation). |

  124. Severance and Change in Control Provisions

    Severance and Change in Control Provisions Under the Executive Severance Plan, as amended and restated effective as of November 24, 2025, each actively employed NEO is eligible to receive payments and benefits in the event of certain terminations of employment, including an involuntary termination of employment by PayPal without cause or, in certain circumstances, by the executive for good reason. The Executive Severance Plan includes the Executive Long Term Incentive Program (the “ELTIP”), which provides additional equity vesting benefits upon a qualifying retirement, death or disability, subject to the terms and conditions of the ELTIP. In November 2025, the Compensation Committee approved an amendment and restatement of the Executive Severance Plan designed to streamline and simplify administration and to more closely align certain administrative provisions of the Executive Severance Plan with prevailing market practices, including:

  125. Severance and Change in Control Provisions

    | • | providing for accelerated vesting of time-based equity awards upon the death of an executive, rather than continued vesting; |

  126. Severance and Change in Control Provisions

    | 2026 Proxy Statement | 75 |

  127. Severance and Change in Control Provisions

    | • | broadening the definition of “cause” to include material violations of the Company’s written policies, including the Code of Business Conduct, and actions or omissions of an executive that cause, or could reasonably be expected to cause, material financial or reputational harm to PayPal; and |

  128. Severance and Change in Control Provisions

    | • | clarifying that the 30-day cure period in the “cause” definition applies only to those situations where PayPal determined the failure to perform duties can be remedied. |

  129. Severance and Change in Control Provisions

    These updates apply to all of our NEOs, with the exception of Ms. Miller, who has a contractual entitlement under her offer letter to the severance benefits provided under the prior Executive Severance Plan for a period of three years from her start date. No payments or benefits are provided under the Executive Severance Plan if there is a change in control of PayPal without an accompanying qualifying termination of employment (i.e., we do not provide any “single-trigger” change in control payments). The Executive Severance Plan does not provide for any excise tax “gross-ups” or other payment or reimbursement of excise taxes on severance or other payments in connection with a change in control of PayPal. The Compensation Committee believes that the Executive Severance Plan is essential to fulfill PayPal’s objective of recruiting, developing and retaining key, high-quality management talent in a competitive market because these arrangements provide reasonable protection to executives in the event they are not retained under specific circumstances. The Executive Severance Plan is also intended to facilitate changes to the leadership team by setting terms for the termination of the employment of an NEO in advance, which allows for a smoother transition of responsibilities when it is deemed to be in PayPal’s best interest. The change in control provisions in the Executive Severance Plan are intended to position our executives to focus their attention on our business operations despite the potentially disruptive impact of a proposed change-in-control transaction, to assess takeover bids objectively without regard to the potential impact on their individual job security and to allow for a seamless transition in the event of a change in control of PayPal. These considerations are especially important in light of the executives’ key leadership roles. See “Potential Payments Upon Termination or Change in Control” below for a description of these arrangements and the estimated payments and benefits payable under the Executive Severance Plan as of December 31, 2025.

  130. Tax and Accounting Considerations

    Tax and Accounting Considerations Section 162(m) of the U.S. Internal Revenue Code generally limits tax deductibility of compensation paid by a public company to certain current and former executive officers in any year to $1 million. The Compensation Committee will award non-deductible compensation where it believes doing so is in our and our stockholders’ best interests, regardless of its deductibility. We account for stock-based compensation in accordance with FASB ASC Topic 718, which requires us to recognize compensation expense for stock-based payments, including stock options, RSUs, PBRSUs, shares of common stock and other forms of equity compensation.

  131. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table summarizes the total compensation paid to and received and earned by each of our NEOs for the fiscal year ended December 31, 2025 and, to the extent required under SEC rules, the fiscal years ended December 31, 2024 and December 31, 2023.

  132. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Alex Chriss(5) | 2025 | 1,325,342 | — | 23,365,294 | — | 552,850 | 25,243,486 | | Former President and Chief Executive Officer | 2024 | 1,250,000 | — | — | 4,975,000 | 433,527 | 6,658,527 | | | 2023 | 302,885 | — | 41,137,646 | 164,384 | 311,840 | 41,916,755 | | Jamie Miller | 2025 | 863,014 | — | 12,099,994 | 1,057,192 | 14,000 | 14,034,200 | | EVP, Chief Financial and Operating Officer | 2024 | 750,000 | 3,000,000 | 7,365,879 | 1,865,625 | 13,800 | 12,995,304 | | | 2023 | 100,962 | 3,000,000 | 8,825,116 | — | 3,462 | 11,929,539 | | Michelle Gill | 2025 | 787,671 | — | 11,265,436 | 964,897 | 14,000 | 13,032,004 | | EVP, General Manager, Small Business and Financial Services | 2024 | 750,000 | 1,000,000 | 7,365,879 | 1,865,625 | 13,800 | 10,995,304 | | | 2023 | 80,769 | 1,000,000 | 8,825,116 | — | 923 | 9,906,808 | | Frank Keller | 2025 | 787,671 | — | 11,265,436 | 964,897 | 14,000 | 13,032,004 | | EVP, General Manager, Large Enterprise and Merchant Platform | | | | | | | | | Suzan Kereere | 2025 | 787,671 | — | 11,265,436 | 964,897 | 14,000 | 13,032,004 | | President, Global Markets | 2024 | 750,000 | 6,000,000 | 20,767,514 | 1,865,625 | 13,800 | 29,396,939 | | Diego Scotti | 2025 | 787,671 | — | 11,265,436 | 964,897 | 14,000 | 13,032,004 | | EVP, General Manager, Consumer Group | 2024 | 750,000 | 1,000,000 | 13,652,417 | 1,865,625 | 13,800 | 17,281,842 |

  133. 2025 Summary Compensation Table

    | (1) Amounts shown represent cash sign-on bonuses paid to the applicable NEO in the applicable year. |

  134. 2025 Summary Compensation Table

    | (2) Amounts shown represent the grant date fair value of RSUs and PBRSUs granted to our NEOs as computed in accordance with FASB ASC Topic 718. The grant date fair value of RSUs is calculated by multiplying the number of shares of our common stock subject to the award by the closing price of a share of our common stock on the date of grant. The assumptions used by PayPal in calculating the grant date fair value of the stock awards are incorporated herein by reference to Note 15 to the consolidated financial statements contained in PayPal’s 2025 Annual Report on Form 10-K. The estimated fair value of PBRSUs is calculated based on the probable outcome of the performance measures for the applicable performance period as of the grant date of the award for accounting purposes. |

  135. 2025 Summary Compensation Table

    Assuming the highest level of performance is achieved under the applicable performance measures for the 2025-2027 PBRSUs granted in 2025, the maximum possible value of the 2025-2027 PBRSU awards using the fair value of the underlying common stock on the date that the awards were granted for accounting purposes is presented below:

  136. 2025 Summary Compensation Table

    | Name | Maximum Value of 2025-2027 PBRSUs (as of Grant Date for Accounting Purposes) ($) | | Alex Chriss | 22,319,087 | | Jamie Miller | 11,558,203 | | Michelle Gill | 10,761,014 | | Frank Keller | 10,761,014 | | Suzan Kereere | 10,761,014 | | Diego Scotti | 10,761,014 |

  137. 2025 Summary Compensation Table

    | (3) For 2025, amounts represent cash (non-equity) performance-based compensation earned under the AIP. See the section titled “PayPal Annual Incentive Plan” in the CD&A for a more detailed discussion. |

  138. 2025 Summary Compensation Table

    | 2026 Proxy Statement | 77 |

  139. 2025 Summary Compensation Table

    | Compensation Tables 2025 Summary Compensation Table |

  140. 2025 Summary Compensation Table

    | (4) The dollar amounts for each perquisite and each other item of compensation shown in the “All Other Compensation” column and in this footnote represent PayPal’s incremental cost of providing the perquisite or other benefit to our NEOs, net of any amounts reimbursed by our NEOs, and are valued based on the amounts accrued for payment or paid to the service provider or NEO, or, in the case of perquisites or other benefits, the aggregate incremental cost to PayPal, as applicable. See the section titled “Other Benefits” in the CD&A for additional details on these benefits. Amounts include the following perquisites and other compensation provided to our NEOs in 2025. |

  141. 2025 Summary Compensation Table

    | Name | 401(k) Match(a) ($) | Perquisites and Other Benefits ($) | Total ($) | | Alex Chriss | 14,000 | 538,850(b) | 552,850 | | Jamie Miller | 14,000 | — | 14,000 | | Michelle Gill | 14,000 | — | 14,000 | | Frank Keller | 14,000 | — | 14,000 | | Suzan Kereere | 14,000 | — | 14,000 | | Diego Scotti | 14,000 | — | 14,000 |

  142. 2025 Summary Compensation Table

    | (a) Represents matching contributions under the 401(k) Plan. |

  143. 2025 Summary Compensation Table

    | (b) Represents costs related to Mr. Chriss’ overall security program, which consisted of $203,860 related to personal security measures for Mr. Chriss and $334,934 related to his personal use of our corporate aircraft, in each case calculated based on the aggregate incremental cost to PayPal. Mr. Chriss’ family members or guests accompanied him on certain flights with no incremental cost to the Company. Also represents costs of $56 related to concessions provided at a sporting event attended by members of Mr. Chriss’ family. Certain additional perquisites are available to Mr. Chriss, including occasional use by Mr. Chriss and his guests of tickets for sporting and special events previously acquired by the Company when no other business use has been arranged, at no incremental cost to the Company. |

  144. 2025 Summary Compensation Table

    | (5) Mr. Chriss ceased serving as our President and Chief Executive Officer effective February 2, 2026, and his employment with us terminated effective March 2, 2026. |

  145. 2025 Summary Compensation Table

    | 78 | 2026 Proxy Statement |

  146. 2025 Summary Compensation Table

    | Compensation Tables 2025 Grants of Plan-Based Awards Table |

  147. 2025 Grants of Plan-Based Awards Table

    2025 Grants of Plan-Based Awards Table The following table sets forth information regarding grants of plan-based awards to each of our NEOs for the fiscal year ended December 31, 2025.

  148. 2025 Grants of Plan-Based Awards Table

    | Name | Approval Date | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock Awards ($)(4) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Alex Chriss | | | | | | | | | | | | 2025 AIP | | | 1,325,342 | 2,650,685 | 5,301,370 | — | — | — | — | — | | 2025-2027 PBRSUs | 1/27/25 | 3/1/25 | — | — | — | 85,896 | 171,791 | 343,582 | — | 11,159,543 | | 2025 RSUs | 1/27/25 | 3/1/25 | — | — | — | — | — | — | 171,791 | 12,205,751 | | Jamie Miller | | | | | | | | | | | | 2025 AIP | | | 539,384 | 1,078,767 | 2,157,534 | — | — | — | — | — | | 2025-2027 PBRSUs | 1/27/25 | 3/1/25 | — | — | — | 44,482 | 88,964 | 177,928 | — | 5,779,101 | | 2025 RSUs | 1/27/25 | 3/1/25 | — | — | — | — | — | — | 88,964 | 6,320,892 | | Michelle Gill | | | | | | | | | | | | 2025 AIP | | | 492,295 | 984,589 | 1,969,178 | — | — | — | — | — | | 2025-2027 PBRSUs | 1/27/25 | 3/1/25 | — | — | — | 41,414 | 82,828 | 165,656 | — | 5,380,507 | | 2025 RSUs | 1/27/25 | 3/1/25 | — | — | — | — | — | — | 82,828 | 5,884,929 | | Frank Keller | | | | | | | | | | | | 2025 AIP | | | 492,295 | 984,589 | 1,969,178 | — | — | — | — | — | | 2025-2027 PBRSUs | 1/27/25 | 3/1/25 | — | — | — | 41,414 | 82,828 | 165,656 | — | 5,380,507 | | 2025 RSUs | 1/27/25 | 3/1/25 | — | — | — | — | — | — | 82,828 | 5,884,929 | | Suzan Kereere | | | | | | | | | | | | 2025 AIP | | | 492,295 | 984,589 | 1,969,178 | — | — | — | — | — | | 2025-2027 PBRSUs | 1/27/25 | 3/1/25 | — | — | — | 41,414 | 82,828 | 165,656 | — | 5,380,507 | | 2025 RSUs | 1/27/25 | 3/1/25 | — | — | — | — | — | — | 82,828 | 5,884,929 | | Diego Scotti | | | | | | | | | | | | 2025 AIP | | | 492,295 | 984,589 | 1,969,178 | — | — | — | — | — | | 2025-2027 PBRSUs | 1/27/25 | 3/1/25 | — | — | — | 41,414 | 82,828 | 165,656 | — | 5,380,507 | | 2025 RSUs | 1/27/25 | 3/1/25 | — | — | — | — | — | — | 82,828 | 5,884,929 |

  149. 2025 Grants of Plan-Based Awards Table

    | (1) The amounts shown represent potential non-equity incentive plan awards under the 2025 AIP. Maximum and threshold amounts represent 200% (based on the overall payout cap under the 2025 AIP) and 50% (based on threshold Company performance under the 2025 AIP), respectively, of the NEO’s target incentive amount under the AIP. For more information on the AIP, including actual payouts for the AIP, see the section titled “PayPal Annual Incentive Plan” in the CD&A. Mr. Chriss ceased to be eligible for the 2025 AIP in accordance with its terms upon notice of his termination of employment with the Company. |

  150. 2025 Grants of Plan-Based Awards Table

    | (2) The amounts shown represent the 2025-2027 PBRSUs granted in 2025 under our 2015 Equity Incentive Award Plan (the “2015 Equity Plan”). Maximum and threshold amounts represent 200% and 50%, respectively, of the target number of shares subject to the 2025-2027 PBRSUs granted to each NEO. The 2025-2027 PBRSUs will be earned based on performance over three discrete measurement periods of 12, 24 and 36 months, and will vest on March 1, 2028, generally subject to the NEO’s continued employment with us through the vesting date. See the section titled “Long-Term Incentive Compensation” in the CD&A for more information. |

  151. 2025 Grants of Plan-Based Awards Table

    | (3) The amounts shown represent service-based RSUs granted in 2025 under the 2015 Equity Plan that vest over three years, with one-third vesting on the first anniversary of the grant date, and the remainder vesting quarterly thereafter, generally subject to the NEO’s continued employment with us through the applicable vesting date. See the section titled “Long-Term Incentive Compensation” in the CD&A for more information. |

  152. 2025 Grants of Plan-Based Awards Table

    | (4) Represents the grant date fair value determined in accordance with FASB ASC Topic 718. For the RSUs, the grant date fair value was calculated by multiplying the closing price of the underlying common stock on the date of grant (or, if there is no closing price on such date, the closing price on the immediately preceding trading day) by the number of shares of our common stock subject to the award. For the 2025-2027 PBRSUs, the grant date fair value assumes the probable outcome of the performance conditions applicable to the awards. See Footnote 2 to the “2025 Summary Compensation Table” for more information. The assumptions used by PayPal in calculating the grant date fair value of the stock awards are incorporated herein by reference to Note 15 to the consolidated financial statements contained in PayPal’s 2025 Annual Report on Form 10-K. |

  153. 2025 Grants of Plan-Based Awards Table

    | 2026 Proxy Statement | 79 |

  154. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    2025 Outstanding Equity Awards at Fiscal Year-End Table The following table sets forth information regarding outstanding equity awards held by each of our NEOs as of December 31, 2025.

  155. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | | | Stock Awards | | | | | Name | Stock Award Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Alex Chriss | 10/15/23 | 93,119(2) | 5,436,287 | — | — | | | 10/15/23 | 326,059(3) | 19,035,324 | — | — | | | 3/1/25 | — | — | 85,896(4) | 5,014,608 | | | 3/1/25 | 171,791(2) | 10,029,159 | — | — | | Jamie Miller | 12/15/23 | 36,377(2) | 2,123,689 | — | — | | | 12/15/23 | 11,640(2) | 679,543 | — | — | | | 3/1/24 | — | — | 205,092(5) | 11,973,271 | | | 3/1/25 | — | — | 44,482(4) | 2,596,859 | | | 3/1/25 | 88,964(2) | 5,193,718 | — | — | | Michelle Gill | 12/15/23 | 36,377(2) | 2,123,689 | — | — | | | 12/15/23 | 11,640(2) | 679,543 | — | — | | | 3/1/24 | — | — | 205,092(5) | 11,973,271 | | | 3/1/25 | — | — | 41,414(4) | 2,417,749 | | | 3/1/25 | 82,828(2) | 4,835,499 | — | — | | Frank Keller | 3/1/23 | 2,374(2) | 138,594 | — | — | | | 3/1/23 | 32,783(3) | 1,913,872 | — | — | | | 3/1/24 | — | — | 82,038(5) | 4,789,378 | | | 3/1/24 | 17,090(2) | 997,714 | — | — | | | 4/15/24 | — | — | 39,338(5) | 2,296,552 | | | 4/15/24 | 9,834(2) | 574,109 | — | — | | | 3/1/25 | — | — | 41,414(4) | 2,417,749 | | | 3/1/25 | 82,828(2) | 4,835,499 | — | — | | Suzan Kereere | 2/15/24 | 42,514(2) | 2,481,967 | — | — | | | 2/15/24 | 61,222(6) | 3,574,140 | — | — | | | 3/1/24 | — | — | 205,092(5) | 11,973,271 | | | 3/1/25 | — | — | 41,414(4) | 2,417,749 | | | 3/1/25 | 82,828(2) | 4,835,499 | — | — | | Diego Scotti | 1/15/24 | 42,939(2) | 2,506,779 | — | — | | | 3/1/24 | — | — | 205,092(5) | 11,973,271 | | | 3/1/25 | — | — | 41,414(4) | 2,417,749 | | | 3/1/25 | 82,828(2) | 4,835,499 | — | — |

  156. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (1) Market price is calculated based on $58.38 per share, the closing price of PayPal’s common stock on December 31, 2025. |

  157. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (2) The RSUs reported in this row vest over three years, with one-third of the underlying shares vesting on the first anniversary of the grant date, and the remainder vesting quarterly thereafter, generally subject to the NEO’s continued employment with us through the applicable vesting date. |

  158. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | 80 | 2026 Proxy Statement |

  159. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (3) The amounts reported in this row reflect performance goal achievement of 115% for the 2023-2025 PBRSU awards granted in 2023. The PBRSU awards vested based on PayPal’s performance over the three-year performance period ending December 31, 2025, with respect to the FX-Neutral Revenue CAGR and Free Cash Flow CAGR goals. PBRSUs earned based on Company performance became fully vested on March 1, 2026, generally subject to the NEO’s continued employment with us through the vesting date. |

  160. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (4) The amounts reported in this row assume performance goal achievement of 50% for the 2025-2027 PBRSUs granted in 2025. The 2025-2027 PBRSUs vest based on PayPal’s rTSR, measured against the S&P 500 over 12-, 24- and 36-month measurement periods, subject to an overall cap of 100% in the event of a negative 36-month TSR (the “Performance Cap”). rTSR performance for the 12-month (calendar year 2025) measurement period was achieved at less than the 25th percentile, resulting in one-third of the 2025-2027 PBRSUs vesting at 0% of target. PBRSUs earned based on Company performance will become fully vested on March 1, 2028, generally subject to the NEO’s continued employment with us through the vesting date. |

  161. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (5) The amounts reported in this row assume performance goal achievement of 200% for the 2024-2026 PBRSUs granted in 2024. The 2024-2026 PBRSUs vest based on PayPal’s rTSR, measured against the S&P 500 over 12-, 24- and 36-month measurement periods, subject to the Performance Cap. rTSR performance for the 12-month (calendar year 2024) measurement period was achieved at the 84th percentile, resulting in one-third of the 2024-2026 PBRSUs vesting at 200% of target, subject to the Performance Cap. rTSR performance for the 24-month (calendar years 2024-2025) measurement period was achieved at the 29th percentile, resulting in one-third of the 2024-2026 PBRSUs vesting at 56% of target, subject to the Performance Cap. PBRSUs earned based on Company performance will become fully vested on March 1, 2027, generally subject to the NEO’s continued employment with us through the vesting date. |

  162. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (6) One-half of the shares subject to these service-based RSUs vested on each of the first and second anniversaries of the grant date. |

  163. 2025 Option Exercises and Stock Vested Table

    2025 Option Exercises and Stock Vested Table The following table sets forth the number of shares acquired, and the value realized, upon the vesting of stock awards by each of our NEOs for the fiscal year ended December 31, 2025. None of our NEOs held stock options during the fiscal year ended December 31, 2025.

  164. 2025 Option Exercises and Stock Vested Table

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Alex Chriss | 176,511 | 12,575,655 | | Jamie Miller | 48,021 | 3,221,382 | | Michelle Gill | 48,021 | 3,221,382 | | Frank Keller | 57,612 | 3,861,541 | | Suzan Kereere | 120,747 | 9,167,711 | | Diego Scotti | 60,119 | 4,758,246 |

  165. 2025 Option Exercises and Stock Vested Table

    | (1) Value realized for stock awards is calculated based on the closing price per share on each applicable vesting date. |

  166. 2025 Non-Qualified Deferred Compensation Table

    2025 Non-Qualified Deferred Compensation Table All NEOs are eligible to participate in the DCP; however, none of our NEOs elected to participate in the DCP in 2025. For more information, see the section titled “401(k) and Deferred Compensation Plans” in the CD&A.

  167. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Under the Executive Severance Plan, each actively employed NEO is eligible to receive payments and benefits under the circumstances described below. As discussed in the CD&A, the Executive Severance Plan was amended and restated effective as of November 24, 2025. The terms of the amended and restated Executive Severance Plan apply to all of our actively employed NEOs, with the exception of Ms. Miller, who has a contractual entitlement under her offer letter to the severance benefits provided under the Executive Severance Plan as in effect on her start date for a period of three years from her start date. The November 2025 restatement of the Executive Severance Plan was primarily intended to streamline and simplify administration and to more closely align certain administrative provisions of the Executive Severance Plan with prevailing market practices, including:

  168. Potential Payments Upon Termination or Change in Control

    | • | providing for accelerated vesting of time-based equity awards upon the death of an executive, rather than continued vesting; |

  169. Potential Payments Upon Termination or Change in Control

    | 2026 Proxy Statement | 81 |

  170. Potential Payments Upon Termination or Change in Control

    | • | broadening the definition of “cause” to include material violations of the Company’s written policies, including the Code of Business Conduct, and actions or omissions of an executive that cause, or could reasonably be expected to cause, material financial or reputational harm to PayPal; and |

  171. Potential Payments Upon Termination or Change in Control

    | • | clarifying that the 30-day cure period in the “cause” definition applies only to those situations where PayPal determined the failure to perform duties can be remedied. |

  172. Potential Payments Upon Termination or Change in Control

    The following table, footnotes, and narrative set forth our payment obligations under the Executive Severance Plan for each of our NEOs, under the circumstances described below, assuming that their employment was terminated or a change in control of PayPal occurred on December 31, 2025. The terms “cause,” “disability,” and “good reason” used below are defined in the Executive Severance Plan and the term “change in control” used below is defined in the 2015 Equity Plan. Because our executive compensation program is heavily weighted towards equity-based compensation, a significant percentage of the compensation that would be received by our NEOs upon a termination of employment under the circumstances described below relates to the settlement of outstanding equity awards. See the 2025 Outstanding Equity Awards at Fiscal Year-End Table above for further information regarding outstanding equity awards granted to the NEOs in 2025 and in prior years.

  173. Potential Payments Upon Termination or Change in Control

    | Name | Voluntary Termination or Retirement ($)(a) | Involuntary Termination Outside of Change in Control Period ($)(b)(1)(2) | Involuntary Termination Within Change in Control Period ($)(c)(1)(2) | Death or Disability ($)(d)(1) | | Alex Chriss | — | 33,969,961 | 52,817,017 | 27,839,204 | | Jamie Miller | — | 9,960,925 | 24,344,813 | 19,258,667 | | Michelle Gill | — | 7,463,122 | 23,097,856 | 11,610,673 | | Frank Keller | — | 7,643,722 | 21,225,848 | 9,738,368 | | Suzan Kereere | — | 10,209,255 | 26,329,941 | 14,863,548 | | Diego Scotti | — | 6,665,507 | 22,801,699 | 11,314,219 |

  174. Potential Payments Upon Termination or Change in Control

    | (1) The value of equity compensation included in this table is calculated based on $58.38 per share, the closing price of PayPal’s common stock on December 31, 2025, assuming target achievement of performance goals attributable to outstanding PBRSUs. Amounts do not take into account potential reductions due to the “best net pay” provision in the Executive Severance Plan. |

  175. Potential Payments Upon Termination or Change in Control

    | (2) The severance benefits included in this table include actual COBRA premiums amounts for each NEO, assuming a termination date of December 31, 2025, and outplacement services of $6,075, per the Company’s transition program services policies in effect on December 31, 2025. |

  176. CEO Departure-Related Compensation

    | Pay versus Performance |

  177. Pay versus Performance

    Pay versus Performance The following Pay versus Performance table sets forth information regarding PayPal’s performance and the “compensation actually paid” to our NEOs, as calculated in accordance with Item 402(v) of Regulation S-K. Amounts included as “compensation actually paid” do not represent the value of cash compensation and equity awards actually received by the NEOs, but rather are amounts calculated under SEC rules that include, among other things, the year-over-year changes in the “fair value” of unvested equity-based awards. For a discussion of how the Compensation Committee seeks to align pay with performance when making compensation decisions, please review the CD&A.

  178. Pay versus Performance

    | Year 1 | Summary Compensation Table Total for PEO (Chriss) ($) 2 | Summary Compensation Table Total for PEO (Schulman) ($) 2 | Compensation Actually Paid to PEO (Chriss) ($) 3 | Compensation Actually Paid to PEO (Schulman) ($) 3 | Average Summary Compensation Table Total for Non-PEO NEOs ($) 2 | Average Compensation Actually Paid to Non-PEO NEOs ($) 3 | Value of Initial Fixed $100 Investment Based On: 4 | | Net Income ($ Millions) | Transaction Margin Dollars ($ Millions) 6 | | | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) 5 | | | | 2025 | 25,243,486 | — | (7,470,322) | — | 13,232,443 | (2,424,860) | 25 | 122 | 5,233 | 15,466 | | 2024 | 6,658,527 | — | 35,181,425 | — | 19,520,806 | 30,276,847 | 36 | 123 | 4,147 | 14,658 | | 2023 | 41,916,754 | 22,138,954 | 46,350,840 | 18,991,635 | 10,976,852 | 9,423,987 | 26 | 98 | 4,246 | 13,704 | | 2022 | — | 21,957,922 | — | (87,002,457) | 10,367,818 | (13,358,744) | 30 | 71 | 2,419 | 13,773 | | 2021 | — | 32,070,353 | — | 13,504,312 | 14,799,891 | 10,020,976 | 81 | 108 | 4,169 | 13,996 |

  179. Pay versus Performance

    | 1 | Mr. Chriss served as the Principal Executive Officer (“PEO”) from and after September 27, 2023 and for the entirety of 2024 and 2025. Mr. Schulman served as the Principal Executive Officer (“PEO”) in 2023 from January 1 through September 26 and for the entirety of 2021 and 2022. PayPal’s non-PEO NEOs for the applicable years were as follows: |

  180. Pay versus Performance

    | • | 2025: Mses. Jamie Miller, Michelle Gill, and Suzan Kereere and Messrs. Frank Keller and Diego Scotti |

  181. Pay versus Performance

    | • | 2024: Mses. Jamie Miller and Suzan Kereere and Messrs. Diego Scotti and Aaron Webster |

  182. Pay versus Performance

    | • | 2023: Messrs. Aaron Karczmer, John Kim, and Blake Jorgensen, and Mses. Jamie Miller, Peggy Alford, Michelle Gill, and Gabrielle Rabinovitch |

  183. Pay versus Performance

    | • | 2022: Messrs. Blake Jorgensen, John D. Rainey, Mark Britto, Jonathan Auerbach, and Aaron Karczmer, and Mses. Gabrielle Rabinovitch and Peggy Alford |

  184. Pay versus Performance

    | • | 2021: Messrs. John D. Rainey, Mark Britto, and Jonathan Auerbach, and Ms. Louise Pentland |

  185. Pay versus Performance

    | 2 | Amounts reported in these columns represent (i) the total compensation reported in the Summary Compensation Table for the applicable year for Mr. Chriss or Mr. Schulman, as applicable and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for PayPal’s non-PEO NEOs reported for that applicable year, respectively. |

  186. Pay versus Performance

    | 3 | To calculate compensation actually paid, adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. A reconciliation of the adjustments for Mr. Chriss and for the average of the non-PEO NEOs for 2025 is set forth following the footnotes to this table. |

  187. Pay versus Performance

    | 4 | Pursuant to SEC rules, the comparison assumes $100 was invested on December 31, 2020 and that dividends were reinvested during the measurement period. Historical stock price performance is not necessarily indicative of future stock price performance. |

  188. Pay versus Performance

    | 5 | The Total Shareholder Return Peer Group consists of the companies included in the S&P Software and Services Select Industry Index. |

  189. Pay versus Performance

    | 6 | As noted in the CD&A, the Compensation Committee determined that transaction margin dollars was a key financial metric for PayPal’s performance and success and driver of stockholder value creation for 2025. By using transaction margin dollars, together with the other performance goals used in our incentive programs, the Compensation Committee believes that the program reflected an appropriate balance with respect to incentivizing profitable growth and stockholder value creation. Transaction margin dollars is not a financial measure prepared in accordance with GAAP. For information on how we compute non-GAAP financial measures and a reconciliation to the most directly comparable financial measures prepared in accordance with GAAP, please refer to “Appendix A: Reconciliation of Non-GAAP Financial Measures” to this proxy statement. PayPal has designated transaction margin dollars as the Company-Selected Measure for 2025. |

  190. Pay versus Performance

    | 86 | 2026 Proxy Statement |

  191. Pay versus Performance

    | Pay versus Performance Relationship Between Pay and Performance |

  192. Reconciliation of 2025 Compensation Actually Paid Adjustments

    Reconciliation of 2025 Compensation Actually Paid Adjustments

  193. Reconciliation of 2025 Compensation Actually Paid Adjustments

    | Name | Summary Compensation Table Total ($) 1 | (Minus) Grant Date Fair Value of Stock Awards Granted in Fiscal Year ($) 2 | Plus Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year ($) 3 | Plus/(Minus) Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years ($) 4 | Plus Fair Value at Vesting of Stock Awards Granted in Fiscal Year that Vested in the Fiscal Year ($) 5 | Plus/(Minus) Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Years that Vested in the Fiscal Year ($) 6 | (Minus) Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year ($) 7 | Plus Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation ($) 8 | Compensation Actually Paid ($) | | Mr. Chriss | 25,243,486 | (23,365,294) | 13,011,450 | (19,774,933) | — | (2,585,031) | — | — | (7,470,322) | | Non-PEO NEOs (Average) | 13,232,443 | (11,432,348) | 6,366,341 | (9,732,524) | — | (858,772) | — | — | (2,424,860) |

  194. Reconciliation of 2025 Compensation Actually Paid Adjustments

    | 1 | For Mr. Chriss, amount shown represents total compensation as reported in the Summary Compensation Table for 2025. With respect to the non-PEO NEOs, amount shown represents averages for 2025. |

  195. Reconciliation of 2025 Compensation Actually Paid Adjustments

    | 2 | Represents the grant date fair value of the stock awards granted during 2025, computed in accordance with the methodology used for financial reporting purposes. |

  196. Reconciliation of 2025 Compensation Actually Paid Adjustments

    | 3 | Represents the fair value as of 2025 fiscal year-end of the outstanding and unvested stock awards granted during such fiscal year, computed in accordance with the methodology used for financial reporting purposes. |

  197. Reconciliation of 2025 Compensation Actually Paid Adjustments

    | 4 | Represents the change in fair value during fiscal year 2025 of each stock award that was granted in a prior fiscal year and that remained outstanding and unvested as of the last day of fiscal year 2025, computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of fiscal year 2025. |

  198. Reconciliation of 2025 Compensation Actually Paid Adjustments

    | 5 | Represents the fair value at vesting of the stock awards that were granted and vested during fiscal year 2025, computed in accordance with the methodology used for financial reporting purposes. |

  199. Reconciliation of 2025 Compensation Actually Paid Adjustments

    | 6 | Represents the change in fair value, measured from the prior fiscal year-end to the vesting date, of each stock award that was granted in a prior fiscal year and that vested during fiscal year 2025, computed in accordance with the methodology used for financial reporting purposes. |

  200. Reconciliation of 2025 Compensation Actually Paid Adjustments

    | 7 | Represents the fair value as of the last day of the prior fiscal year of the stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in fiscal year 2025, computed in accordance with the methodology used for financial reporting purposes. |

  201. Reconciliation of 2025 Compensation Actually Paid Adjustments

    | 8 | Represents the dollar value of dividends or other earnings paid on stock awards in fiscal year 2025 prior to the vesting date that are not otherwise included in the total compensation for fiscal year 2025. |

  202. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs

    Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs The following is a list of financial performance measures which, in our assessment, represent the most important financial performance measures used by PayPal to link compensation actually paid to the NEOs for 2025:

  203. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs

    | • | Transaction margin dollars |

  204. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs

    | • | Non-GAAP operating income |

  205. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs

    | • | rTSR, measured compared to the S&P 500 |

  206. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs

    | 2026 Proxy Statement | 87 |

  207. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs

    Transaction margin dollars and non-GAAP operating income are not financial measures prepared in accordance with GAAP. For information on how we compute non-GAAP financial measures and a reconciliation to the most directly comparable financial measures prepared in accordance with GAAP, please refer to “Appendix A: Reconciliation of Non-GAAP Financial Measures” to this proxy statement. See the CD&A for a further description of the metrics used in PayPal’s executive compensation program. TSR $60 $46 $123 $122 $150 $108 $98 $100 Millions) $30 $81 $71 ) $19 $35 ( $ in $30 $ $9 ( $30 $25 $50 Return Paid $0 $36 $14 $10 ($13) $26 ($2) ($7) 0 Actually -$30 -$50 Shareholder Total -$60 -$100 Compensation ($87) -$90 -$150 2021 2022 2023 2024 2025 Compensation Actually Paid to PEO (Chriss) PayPal Total Shareholder Return Compensation Actually Paid to PEO (Schulman) Average Compensation Actually Paid to Non-PEO NEOs NET INCOME $60 $5.2 $6.0 $46 $35 $4.2 $30 $50 Millions) $30 $4.2 in $ $9 ( $19 $4.1 $4.0 Billions) Paid $0 $14 $10 ($13) ($2)in ($7) $3.0 ( $ Actually -$30 $2.4 $2.0 Income Net -$60 $1.0 Compensation ($87) -$90 $0.0 2021 2022 2023 2024 2025 Compensation Actually Paid to PEO (Chriss) Average Compensation Actually Paid to Non-PEO NEOs Compensation Actually Paid to PEO (Schulman) Net Income ($ in Billions)

  208. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs

    | 88 | 2026 Proxy Statement |

  209. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs

    TRANSACTION MARGIN DOLLARS $60 $46 $15.5 $16.0 $14.7 $15.0 $14.0 Millions) $30 $13.8 $13.7 Billions) $14.0 in in ( $ $9 $ ( $19 $35 $30 $13.0 Paid $0 $14 $10 ($13) ($2) Dollars ($7) $12.0 Actually -$30 $11.0 Margin $10.0 -$60 Compensation ($87) $9.0 Transaction -$90 $8.0 2021 2022 2023 2024 2025 Compensation Actually Paid to PEO (Chriss) Average Compensation Actually Paid to Non-PEO NEOs Compensation Actually Paid to PEO (Schulman) Transaction Margin Dollars ($ in Billions)

  210. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs

    | 2026 Proxy Statement | 89 |

  211. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs

    | CEO Pay Ratio Disclosure |

  212. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure We are providing the following information about the relationship of the total compensation of Mr. Chriss, who served as our CEO for the entirety of 2025, to the median of the annual total compensation of all our employees (other than Mr. Chriss), which we refer to as the “pay ratio.” We believe that the pay ratio disclosed below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. For 2025, our last completed fiscal year, the median of the annual total compensation of all our employees (other than our CEO) was $114,331. The total compensation of our CEO was $25,243,486 (based on the assumptions used to determine the compensation reported in the “2025 Summary Compensation Table” in this proxy statement). For 2025, we estimate that the pay ratio of the total compensation of our CEO to the median of the annual total compensation of all our employees is 221 to 1.