PayPal Holdings, Inc. PYPL

31% shingled-prose overlap between the two filings.

2025: 72,166 chars · 2026: 73,264 chars

• Committee Report:55% overlap (532 → 537 chars)
• Pay Ratio (Item 402(u)):55% overlap (3,940 → 3,781 chars)
• Say-on-Pay proposal:83% overlap (2,021 → 2,017 chars)

• changedTable of Contents Named Executive Officers 56 48Executive Summary 57 2025 492024Compensation Framework and Decisions 65 56Other Compensation Elements 71 62Our Structure for Setting Compensation 72 63Other Compensation Practices and Policies 74 65
• changedThis Compensation Discussion and Analysis (“CD&A”) describes the material compensation elements for each of PayPal’s 2024NEOs and provides an overview of the compensation policies and practices applicable to our NEOs.
• new2025 NEOs1
• changedAlexChrissJamie Miller Michelle Gill Frank Keller Suzan Kereere Diego Scotti AaronWebsterPresidentandChiefExecutiveOfficerExecutive Vice President, Chief Financial and Operating Officer Executive Vice President, General Manager, Small Business and Financial Services Executive Vice President, General Manager, Large Enterprise and Merchant Platform President, Global Markets Executive Vice President, General Manager, Consumer Group ExecutiveVicePresident,GlobalChiefRiskOfficer
• new1 Alex Chriss was also an NEO for 2025.
• newMr. Chriss ceased serving in his role as President and Chief Executive Officer effective February 2, 2026 and terminated employment with the Company on March 2, 2026.
• changed56 2026 2025Proxy Statement
• changedCompensation Discussion and Analysis Executive Summary
• newOur 2025 Key Performance Highlights
• new2025 was a year of continued strategic progress for PayPal.
• newBuilding on the foundation established in 2024, we advanced our transformation by deepening engagement across our two-sided platform, accelerating innovation, and demonstrating the quality and durability of our business model.
• newDiversified growth across key products in our portfolio – including credit, Venmo, and our payment service provider (PSP) business – enabled us to deliver strong financial and operating results.
• newAt the same time, branded checkout performance later in the year fell short of our expectations.
• newWe acknowledged the need to accelerate execution and bring greater discipline to how we implement our strategic priorities, and the Board took decisive action to drive those outcomes through our CEO transition.
• newThroughout 2025, our pace of innovation remained high as we expanded omnichannel capabilities through our PayPal Everywhere campaigns, drove Venmo monetization to new levels, reaccelerated Enterprise Payments growth, and positioned PayPal as an early mover in agentic commerce through partnerships with industry leaders.
• newWe also strengthened our capital return program by initiating a dividend, reflecting confidence in our free cash flow generation and balance sheet.
• changed2026 2025Proxy Statement 57
• newTransaction Margin Dollars $20 $15 $15.5B $14.7B $13.7B $10 $5 $0 2023 2024 2025 Non-GAAP Operating Income1 $8 $6 $6.4B $5.8B $5.1B $4 $2 $0 2023 2024 2025 Earnings per Share $6 $5.41 $5 $5.31 $4.65 $4 $3.84 $3.99 $3.83 $3 2023 2024 2025 Non-GAAP EPS1 GAAP EPS
• newPYPL and S&P500 Total Compound Return 2025 indexed to $100 $120 $100 $80 $60 $40 $20 $0 Jan Apr Jul Oct Dec 2025 2025 2025 2025 2025 PYPL S&P 500 PYPL Capital Return (in millions) $7,000 $130 $6,000 $6,047 $6,052 $5,000 $5,002 $4,000 $3,000 $2,000 $1,000 $0 2023 2024 2025 Dividend ($) Shares Repurchased ($)
• changedGrowing total payment volume (TPV): Driving engagement: Delivering solid revenue growth: Continuing robust cash flow generation: 10%434M7% 439M 4% $6.4B 2025 $7.5B2024TPV increased to $1.79 $1.68trillion2 Active accounts increased 1.1%, (increased2.1%,or by 4.7 million 8.8million)Net revenues increased to $33.2 $31.8billion Cash flow from operations and adjusted free cash flow1 of $6.4 $6.8billion
• changed58 2026 2025Proxy Statement
• changedOther notable 2025 2024results include:
• new• Total payment volume (TPV) grew 7% to $1.79 trillion.2
• changed• Transaction margin dollars excluding interest on customer balances increased 6%, accelerating from 5% growth comparedtoa5%declinein 2024. FY’23.
• new• GAAP operating income increased 14% to $6.1 billion; non-GAAP operating income increased 9% to $6.4 billion.
• new• GAAP EPS increased 35% to $5.41; non-GAAP EPS increased 14% to $5.31.
• new• Cash flow from operations was $6.4 billion, with adjusted free cash flow of $6.4 billion.
• new• Monthly active accounts grew to 227 million, with transactions per active account (excluding PSP) up 5%.
• new• Advanced Venmo monetization, growing revenue approximately 20% to $1.7 billion.3
• new• Continued to scale Buy Now, Pay Later, with TPV growing more than 20% to over $40 billion.
• new• Accelerated PSP TPV growth through the year, with Enterprise Payments volume reaching double-digit growth in the fourth quarter.
• new• Continued our strong capital return program, deploying approximately $6 billion to share repurchases and reducing average share count by approximately 7%; initiated a quarterly cash dividend as part of a disciplined capital allocation strategy.
• newWith this foundation in place, and under the leadership of our new President and CEO, Enrique Lores, we are focused on clear prioritization and disciplined execution across our strategic growth drivers and making targeted investments to accelerate growth.
• newThese investments are concentrated in the areas where we expect to see the greatest opportunity, including restoring branded checkout momentum by improving the consumer experience, enhancing presentment, and driving selection of PayPal and Venmo at checkout.
• newWith a strong balance sheet and robust free cash flow generation, we believe we are well-positioned to drive durable, profitable growth and value creation in the years ahead.
• changed1 Transaction margin dollars, non-GAAP operating income, non-GAAP EPS, and adjusted free cash flow are not financial measures prepared in accordance with generally accepted accounting principles (“GAAP”). GAAP.
• changedBeginning in 2024, our non-GAAP financial metric reporting includes stock-based cash compensation expense and related employer payroll taxes.
• changed2Adjusted free cash flow excludes the net impact from timing differences impactbetween originating EuropeanBuy Now, Pay Later (“BNPL”)receivables classified as held for sale and their thesubsequent sale. saleofthesereceivables.
• changedFor more information on how we compute non-GAAP financial measures operatingmargin,and a reconciliation to the most directly comparable financial measures operatingmarginprepared in accordance with GAAP, please refer to “Appendix A: Reconciliation of Non-GAAP Financial Measures” in this proxy statement.
• new3 Excludes interest on customer balances and a one-time benefit from renewal and expansion of key payment partner relationship in the second quarter of 2025.
• new2026 Leadership Transition
• newOn February 2, 2026, the Board appointed Enrique Lores as President and CEO of the Company, effective as of March 1, 2026.
• newAlex Chriss ceased serving as our President and CEO and as a member of the Board, effective as of February 2, 2026.
• newThe Board appointed Jamie Miller to serve as Interim President and CEO, effective from February 2, 2026 until Mr. Lores assumed the role of President and CEO on March 1, 2026.
• newTransition-Related Compensation
• newCEO Offer Letter
• newMr. 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.
• newThe 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.
• changedThe amounts Scottiand types of compensation for Mr. Lores Websterwere determined carefully by the Compensation Committee in consultation with the Compensation Committee’s independent compensation consultant.
• newIn 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.
• newThe 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.
• changed2026 2025Proxy Statement 59
• newThe following are the go-forward elements of Mr. Lores’ compensation arrangements:
• newPay 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)
• newThe following are the special, non-recurring elements of Mr. Lores’ compensation arrangements:
• newPay 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
• newPriceIncrease1 MinimumStock Price TotalPayout Target 60% N/A 100% Stretch 100% $100 175% Max 150% $125 250%
• new1 Compared to stock price used to convert the target value of the award into the number of shares to be granted ($42.58).
• new• Performance period began on March 1, 2026 • Amount reflects target grant date value
• changed60 2026 2025Proxy Statement
• new2026-2028 PBRSUs
• newIn 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.
• newTo 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).
• newVesting will be determined based on the achievement of two equally-weighted financial performance metrics: FX-neutral revenue growth and non-GAAP EPS.
• newAchievement against those metrics will be further subject to a relative total shareholder return (“rTSR”) modifier.
• newTo 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.
• newThe 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.
• newAwards will continue to be subject to an overall payout cap of 200% of target.
• newAny earned PBRSUs will vest on March 1, 2029, generally subject to the executive’s continued employment with the Company through the vesting date.
• newInterim President and CEO Compensation
• newIn recognition of Ms. Miller’s service as Interim President and CEO, and to secure her continued service as our Chief Financial and Operating Officer during this critical time for the Company, Ms. Miller received a cash retention award of $3 million, which will vest and become payable as to 67% on February 2, 2027 and 33% on February 2, 2028, in each case generally subject to her continued employment with us through the applicable payment date.
• newFormer CEO Compensation
• newIn 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.
• newFor information on Mr. Chriss’ severance benefits, see the section below titled “Potential Payments Upon Termination or Change in Control – CEO Departure-Related Compensation.”
• newAdditional 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.
• changed2025 2024NEO Compensation Program Elements
• changedFor 2025, 2024,the Compensation Committee approved an executive compensation program based on our “pay for performance” philosophy that is designed to align our executive officers’ compensation with thekey drivers of profitable growth and motivate our executive officers to successfully drive our strategy.
• changed2026 2025Proxy Statement 61
• changedThe following is an overview of the 2025 2024compensation program elements for our NEOs.
• changedForm of Payment PerformancePeriod Performance Criteria Objectives For MoreInformation Salary 100%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 56Annual Incentive Plan (“AIP”) 100%Cash One year Transaction Margin Dollars and Non-GAAP Operating Income, income(includingstock-basedcompensationexpense),adjusted for individual performance1 performance• Rewards successful annual performance • Incentivizes achievement of short-term performance goals designed to drive profitable growth and enhance stockholder value Page 66 57Long-Term Incentive Plan (“LTI”) Performance-Based Restricted Stock Units (“PBRSUs”) 50%PBRSUsThree years Earned based on rTSR, rTSRmetric,measured as compared to the S&P 500 over discrete 12-, 24- 24-,and 36-month measurement periods; three-year cliff vesting • Rewards successfulachievement of performance goals over the three-year performance period designed to drive the creation of stockholder value • Intended to support satisfylong-term retention objectives while minimizing potential impact of short-term share stockprice volatility by reinforcing the need to deliver consistent performance results over the full performance period Page 69 Restricted Stock Units (“RSUs”) 6150%RSUsVests 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 satisfylong-term retention objectives Page 71 61

More changes truncated for legibility. Open the filings on SEC for full prose.