Item 16. FORM 10-K SUMMARY
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Item 16. FORM 10-K SUMMARY
None.
INDEX OF EXHIBITS
| Incorporated by Reference | |||||||||||||||||
| Exhibit Number | Exhibit Description | Filed with this Form 10-K | Form | Date Filed | |||||||||||||
| 2.01 | Separation and Distribution Agreement by and between eBay Inc. and PayPal Holdings, Inc. | 10-12B/A | 6/26/2015 | ||||||||||||||
| 3.01 | PayPal Holdings, Inc. Restated Certificate of Incorporation | 10-Q | 7/27/2017 | ||||||||||||||
| 3.02 | PayPal Holdings, Inc. Amended and Restated Bylaws effective September 27, 2023 | 8-K | 10/2/2023 | ||||||||||||||
| 4.01 | Description of Securities | 10-K | 2/6/2020 | ||||||||||||||
| 4.02 | Indenture, dated as of September 26, 2019, by and between PayPal Holdings, Inc. and Wells Fargo Bank, National Association, as Trustee | 8-K | 9/26/2019 | ||||||||||||||
| 4.03 | Officer’s Certificate, dated as of September 26, 2019, pursuant to the Indenture, dated as of September 26, 2019, by and between PayPal Holdings, Inc. and Wells Fargo Bank, National Association, as Trustee, containing Forms of 2026 Note and 2029 Note | 8-K | 9/26/2019 | ||||||||||||||
| 4.04 | Officer’s Certificate, dated as of May 18, 2020, pursuant to the Indenture, dated as of September 26, 2019, by and between PayPal Holdings, Inc. and Wells Fargo Bank, National Association, as Trustee, containing Forms of 2030 Note and 2050 Note | 8-K | 5/18/2020 | ||||||||||||||
| 4.05 | Officer’s Certificate, dated as of May 23, 2022, pursuant to the Indenture, dated as of September 26, 2019, by and between PayPal Holdings, Inc. and Computershare Trust Company, N.A. as successor to Wells Fargo Bank, National Association, as Trustee, containing Forms of 2027 Note, 2032 Note, 2052 Note, and 2062 Note | 8-K | 5/23/2022 | ||||||||||||||
| 4.06 | Officer’s Certificate, dated as of June 9, 2023, pursuant to the Indenture, dated as of September 26, 2019, by and between PayPal Holdings, Inc. and Computershare Trust Company, N.A. as successor to Wells Fargo Bank, National Association, as Trustee, containing Forms of Note for 0.972% Notes due 2026 and 1.240% Notes due 2028 | 8-K | 6/9/2023 | ||||||||||||||
| 4.07 | Officer’s Certificate, dated as of May 28, 2024, pursuant to the Indenture, dated as of September 26, 2019, by and between PayPal Holdings, Inc. and Computershare Trust Company, N.A. as successor to Wells Fargo Bank, National Association, as Trustee, containing Forms of Note for 5.150% Notes due 2034 and 5.500% Notes due 2054 | 8-K | 5/28/2024 | ||||||||||||||
| 4.08 | Officer’s Certificate, dated as of March 6, 2025, pursuant to the Indenture, dated as of September 26, 2019, by and between PayPal Holdings, Inc. and Computershare Trust Company, N.A. as successor to Wells Fargo Bank, National Association, as Trustee, containing Forms of Note for Floating Rate Notes due 2028, 4.450% Notes due 2028 and 5.100% Notes due 2035 | 8-K | 3/6/2025 | ||||||||||||||
| 10.01 | Tax Matters Agreement by and between eBay Inc. and PayPal Holdings, Inc. dated July 17, 2015 | 8-K | 7/20/2015 | ||||||||||||||
| 10.02+ | PayPal Employee Incentive Plan, as amended and restated | DEF 14A | 4/14/2016 | ||||||||||||||
| 10.03+ | PayPal Holdings, Inc. 2015 Equity Incentive Award Plan, as Amended and Restated | 8-K | 6/9/2025 | ||||||||||||||
| 10.04+ | PayPal Holdings, Inc. Amended and Restated Deferred Compensation Plan effective November 6, 2018 | 10-K | 2/7/2019 |
![]() | FY 2025 FORM 10-K | 121 |
| Incorporated by Reference | |||||||||||||||||
| Exhibit Number | Exhibit Description | Filed with this Form 10-K | Form | Date Filed | |||||||||||||
| 10.05+ | PayPal Holdings, Inc. Executive Change in Control and Severance Plan, as amended and restated, effective as of November 24, 2025 | X | |||||||||||||||
| 10.06+ | Form of Indemnity Agreement between PayPal Holdings, Inc. and individual directors and officers | 10-12B/A | 5/14/2015 | ||||||||||||||
| 10.07+ | Form of Global Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the PayPal Holdings, Inc. 2015 Equity Incentive Award Plan | 10-12B/A | 5/14/2015 | ||||||||||||||
| 10.08+ | Form of Global Performance Based Restricted Stock Unit Award Grant Notice and Performance Based Restricted Stock Unit Award Agreement under the PayPal Holdings, Inc. 2015 Equity Incentive Award Plan, as amended and restated | 10-Q | 4/30/2024 | ||||||||||||||
| 10.09+ | Form of Global Notice of Grant of Stock Option and Stock Option Agreement under the PayPal Holdings, Inc. 2015 Equity Incentive Award Plan | 10-12B/A | 5/14/2015 | ||||||||||||||
| 10.10+ | Form of Global Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the PayPal Holdings, Inc. 2015 Equity Incentive Award Plan, as amended and restated (2026) | X | |||||||||||||||
| 10.11+ | Form of Global Performance Based Restricted Stock Unit Award Grant Notice and Performance Based Restricted Stock Unit Award Agreement under the PayPal Holdings, Inc. 2015 Equity Incentive Award Plan, as amended and restated (2026) | X | |||||||||||||||
| 10.12+ | Form of Director Annual Award Agreement under the PayPal Holdings, Inc. 2015 Equity Incentive Award Plan | 10-12B/A | 5/14/2015 | ||||||||||||||
| 10.13+ | Form of Electing Director Quarterly Award Agreement under the PayPal Holdings, Inc. 2015 Equity Incentive Award Plan | 10-12B/A | 5/14/2015 | ||||||||||||||
| 10.14+ | PayPal Holdings, Inc. Amended and Restated Employee Stock Purchase Plan | 8-K | 5/25/2018 | ||||||||||||||
| 10.15+ | Amendment to PayPal Holdings, Inc. Amended and Restated Employee Stock Purchase Plan | 10-Q | 11/9/2021 | ||||||||||||||
| 10.16+ | PayPal Holdings, Inc. 2022 Inducement Plan | S-8 | 7/15/2022 | ||||||||||||||
| 10.17+ | Letter Agreement by and between PayPal Holdings, Inc. and Alex Chriss, dated August 10, 2023 | 8-K | 8/14/2023 | ||||||||||||||
| 10.18+ | Offer Letter, dated October 29, 2023, by and between PayPal Holdings, Inc. and Jamie Miller | 8-K | 11/1/2023 | ||||||||||||||
| 10.19 | Credit Agreement, dated as of June 7, 2023, among PayPal Holdings, Inc. the Designated Borrowers party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A. and J.P. Morgan Securities Australia Limited, as the Administrative Agents | 8-K | 6/13/2023 | ||||||||||||||
| 10.20^† | Deed of Amendment and Restatement dated November 11, 2025 in relation to the Receivables Purchase Agreement and the Receivables Management Agreement dated as of December 12, 2023, by and between PayPal (Europe) S.à r.l. et Cie, SCA (as Receivables Manager and Seller), PayPal UK Ltd (as Receivables Manager), Alps Partners S.à r.l. (as Purchaser), BNY Mellon Corporate Trustee Services Limited (as Security Agent), Avega S.à r.l. (as Back-Up Receivables Manager Facilitator) and Alps Partners (Holding) S.à r.l. (as Class C Lender) | X |
![]() | FY 2025 FORM 10-K | 122 |
| Incorporated by Reference | |||||||||||||||||
| Exhibit Number | Exhibit Description | Filed with this Form 10-K | Form | Date Filed | |||||||||||||
| 10.21^† | Receivables Purchase Agreement, dated as of November 11, 2025 by and between PayPal (Europe) S.à r.l. et Cie, SCA (as Seller and a Receivables Manager), PayPal UK Ltd (as a Receivables Manager and collectively with PayPal (Europe) S.à r.l. et Cie, SCA, the Receivables Managers), Alps 2.0 Partners S.à r.l. (as Purchaser), BNY Mellon Corporate Trustee Services limited (as Security Agent), Avega S.à r.l. (as Back-Up Receivables Manager Facilitator) and Alps 2.0 Partners (Holding) as Class C Lender) | 8-K | 11/17/2025 | ||||||||||||||
| 10.22^† | Receivables Management Agreement, dated as of November 11, 2025 by and between PayPal (Europe) S.à r.l. et Cie, SCA (as Seller and EU Receivables Manager), PayPal UK Ltd (as UK Receivables Manager), Alps 2.0 Partners S.à r.l. (as Purchaser), Avega S.à r.l. (as Back-Up Receivables Manager Facilitator) and Alps 2.0 Partners ( Holding) S.à r.l. as Class C Lender) | 8-K | 11/17/2025 | ||||||||||||||
| 10.23+ | Offer Letter, dated October 23, 2023, by and between PayPal Holdings, Inc. and Michelle Gill | 10-K | 2/8/2024 | ||||||||||||||
| 10.24+ | Offer Letter, dated October 23, 2023, by and between PayPal Holdings, Inc. and Diego Scotti | 10-K | 2/8/2024 | ||||||||||||||
| 10.25+ | Offer Letter, dated December 4, 2023, by and between PayPal Holdings, Inc. and Suzan Kereere | 10-K | 2/8/2024 | ||||||||||||||
| 10.26+ | Offer Letter, dated May 28, 2024, by and between PayPal Holdings, Inc. and Christopher Natali | 8-K | 6/3/2024 | ||||||||||||||
| 10.27+ | Letter agreement by and between PayPal Holdings, Inc. and Aaron Webster, dated February 5, 2024 | 10-Q | 4/30/2024 | ||||||||||||||
| 10.28+ | Independent Director Compensation Policy | X | |||||||||||||||
| 10.29 | Form of Commercial Paper Dealer Agreement between the Company, as issuer, and the applicable Dealer party thereto | 8-K | 11/14/2025 | ||||||||||||||
| 19.01^ | PayPal Holdings, Inc. Insider Trading Policy | X | |||||||||||||||
| 21.01 | List of Subsidiaries | X | |||||||||||||||
| 23.01 | PricewaterhouseCoopers LLP consent | X | |||||||||||||||
| 24.01 | Power of Attorney (see signature page) | X | |||||||||||||||
| 31.01 | Certification of PayPal Holdings, Inc.’s Chief Executive Officer and Chief Financial Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002 | X | |||||||||||||||
| 32.01 | Certification of PayPal Holdings, Inc.’s Chief Executive Officer and Chief Financial Officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002 | X | |||||||||||||||
| 97.01+ | PayPal Holdings, Inc. Mandatory Recovery Policy for Executive Officers | X | |||||||||||||||
| 101 | The following financial information related to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income (Loss), (iii) the Consolidated Statements of Comprehensive Income (Loss), (iv) the Consolidated Statements of Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows; and (vi) the related Notes to Consolidated Financial Statements | X | |||||||||||||||
| 104 | Cover Page Interactive Data File, formatted in iXBRL and contained in Exhibit 101 | X |
+ Indicates a management contract or compensatory plan or arrangement.
† Certain portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S‑K.
^ Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
![]() | FY 2025 FORM 10-K | 123 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 3, 2026.
| PayPal Holdings, Inc. | ||||||||||||||
| By: | /s/ Jamie Miller | |||||||||||||
| Name: Title: | Jamie Miller Interim President and Chief Executive Officer and Executive Vice President, Chief Financial and Operating Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jamie Miller, Bimal Patel, Brian Y. Yamasaki and Christopher Natali, and each or any one of them, each with the power of substitution, his or her attorney-in-fact, to sign any amendments to this report, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on February 3, 2026.
| Principal Executive Officer and Principal Financial Officer: | Principal Accounting Officer: | |||||||||||||
| By: | /s/ Jamie Miller | By: | /s/ Christopher Natali | |||||||||||
| Jamie Miller | Christopher Natali | |||||||||||||
| Interim President and Chief Executive Officer and Executive Vice President, Chief Financial and Operating Officer | Senior Vice President, Chief Accounting Officer |
Directors
| By: | /s/ Joy Chik | By: | /s/ Jonathan Christodoro | |||||||||||
| Joy Chik | Jonathan Christodoro | |||||||||||||
| Director | Director | |||||||||||||
| By: | /s/ Carmine Di Sibio | By: | /s/ David W. Dorman | |||||||||||
| Carmine Di Sibio | David W. Dorman | |||||||||||||
| Director | Director | |||||||||||||
| By: | /s/ Enrique Lores | By: | /s/ Gail J. McGovern | |||||||||||
| Enrique Lores | Gail J. McGovern | |||||||||||||
| Director | Director | |||||||||||||
| By: | /s/ Deborah M. Messemer | By: | /s/ David M. Moffett | |||||||||||
| Deborah M. Messemer | David M. Moffett | |||||||||||||
| Director | Director | |||||||||||||
| By: | /s/ Ann M. Sarnoff | By: | /s/ Deirdre Stanley | |||||||||||
| Ann M. Sarnoff | Deirdre Stanley | |||||||||||||
| Director | Director | |||||||||||||
| By: | /s/ Frank D. Yeary | |||||||||||||
| Frank D. Yeary | ||||||||||||||
| Director | ||||||||||||||
Previous: Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
