8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 23, 2025

PayPal Holdings, Inc.

(Exact name of registrant as specified in its charter)

2211 North First Street

San Jose, CA 95131

(Address of principal executive offices)

(408) 967-1000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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

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

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

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

Board of Directors

On June 24, 2025, the Board of Directors (the “Board”) of PayPal Holdings, Inc. (the “Company”) appointed Deirdre Stanley as a new member of the Company’s Board, effective June 24, 2025. Ms. Stanley is the former Executive Vice President and General Counsel of The Estée Lauder Companies, Inc. Ms. Stanley fills a vacancy created by an increase in the size of the Board from 11 to 12. The Board has also appointed Ms. Stanley to the Corporate Governance and Nominating Committee and Risk and Compliance Committee of the Board, effective June 24, 2025. As a non-employee director, Ms. Stanley will be entitled to receive compensation as described under “Director Compensation” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 21, 2025.

There is no arrangement or understanding between Ms. Stanley and any other persons pursuant to which Ms. Stanley was appointed as a director. Furthermore, there are no transactions in which the Company was a participant and in which Ms. Stanley had an interest that would be required to be reported under Item 404(a) of Regulation S-K.

A copy of the press release issued by the Company regarding the election of Ms. Stanley to its Board is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 7.01 Regulation FD Disclosure

Effective as of June 23, 2025, the Board of Directors of PayPal Holdings, Inc. (“Board”) effected a reorganization of its Board committee structure. Specifically, the Board (1) disbanded its Audit, Risk and Compliance Committee and (2) established two new Committees, an Audit and Finance Committee and a Risk and Compliance Committee.

As provided in its charter as adopted by the Board, the Audit and Finance Committee is responsible for providing assistance and guidance to the Board in fulfilling its oversight responsibilities with respect to (i) the Company’s corporate accounting and financial reporting practices and the audit of the Company’s financial statements, (ii) the independent auditors’ qualifications and independence, (iii) the performance of the Company’s internal audit function and independent auditors, (iv) the quality and integrity of the Company’s financial statements and reports, (v) reviewing and approving all audit engagement fees and terms, as well as all non-audit engagements with the independent auditors, (vi) producing the report that the rules of the Securities and Exchange Commission require to be included in the Company’s annual proxy statement, and (vii) various finance matters.

As provided in its charter as adopted by the Board, the Risk and Compliance Committee is responsible for providing assistance and guidance to the Board in fulfilling its oversight responsibilities with respect to (i) overseeing the Company’s overall risk framework and risk appetite framework and (ii) the Company’s compliance with legal and regulatory requirements.

Each of the Board committee charters is available in the governance section of our Investor Relations website at https://investor.pypl.com/governance.

In connection with the reorganization discussed above, the Board also reorganized the composition of its Board committees effective as of June 23, 2025, as set forth below:

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

SIGNATURES

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

Document

Exhibit 99.1

Deirdre Stanley to Join PayPal's Board of Directors

SAN JOSE, Calif, June 24, 2025 /PRNewswire/ -- PayPal Holdings, Inc. (NASDAQ: PYPL) today announced that Deirdre Stanley has joined the company's Board of Directors. Stanley brings nearly three decades of experience as a senior executive for global organizations spanning the consumer, media, and information technology sectors. She most recently served as Executive Vice President and General Counsel of The Estée Lauder Companies, overseeing global legal strategy in the approximately 150 countries and territories where the company’s products are sold.

“PayPal is a trusted brand that is reshaping the future of commerce for consumers and merchants around the world,” said Alex Chriss, President and CEO, PayPal. “Deirdre brings exactly the kind of global brand-building expertise and market insight we need to accelerate our innovation agenda and deliver even more value to our customers as their needs continue to evolve.”

"We are thrilled to welcome Deirdre to our Board of Directors," said Enrique Lores, Chair of PayPal's Board of Directors. "Deirdre joins the Board with extensive expertise in consumer brands, technology, risk management and compliance, and complex business transactions. She will help the Board and management team advance our strategy and expand into new areas.”

“I'm honored to join PayPal's Board of Directors during this transformative period in the company's evolution," said Stanley. “PayPal's commitment to pioneering the next generation of commerce experiences while maintaining the highest standards of security and trust aligns perfectly with my values. I'm eager to contribute to the company's mission and look forward to collaborating with Alex, Enrique, and my fellow board members to drive sustainable growth."

Prior to The Estée Lauder Companies, Stanley served for 17 years as General Counsel of global news and information technology company Thomson Reuters and its predecessor company. From 1999 to 2002, Stanley held roles of increasing responsibility at InterActiveCorp/USA Networks, Inc., now IAC. During this period, she honed her business and strategic skills initially as Deputy General Counsel and later in a dual role as divisional general counsel and head of business development for the company’s Electronic Commerce Solutions division. From 1997 to 1999, Stanley was Associate General Counsel for the GTE Corporation, a predecessor company to Verizon. She began her career at the law firm Cravath, Swaine and Moore.

Stanley is a director of Consolidated Edison, Inc., and a member of the Board of Trustees of the Hospital for Special Surgery and The Dalton School.

About PayPal PayPal has been revolutionizing commerce globally for more than 25 years. Creating innovative experiences that make moving money, selling, and shopping simple, personalized, and secure, PayPal empowers consumers and businesses in approximately 200 markets to join and thrive in the global economy. For more information, visit https://www.paypal.com, https://about.pypl.com, and https://investor.pypl.com.

Investor Relations Contact: investorrelations@paypal.com

Exhibit 99.1

Media Relations Contact: mediarelations@paypal.com