2023 Annual Report

2023 Notice of Annual Meeting of Stockholders and Proxy Statement 2022 Annual Report PayPal funded certi“ed carbon credit projects to compensate for the climate impact of this publication.

Our Two-sided Platform Serves Merchants and Consumers Merchants Consumers Power all aspects of Help people manage and digital checkout online move money domestically and in store and internationally Provide access to seamless Offer credit and installment credit solutions to enable pay services that are growth accessible and cost effective Protect against fraud and Facilitate simple, secure improve risk management payments across devices Offer tools and insights to Deliver flexibility with payment attract new customers and options globally, across increase sales platforms and merchants Our Payment Solutions Checkout Processing Digital Wallets Merchant Services Consumer Financial Risk Management Services and Fraud Protection Bill Pay Savings Credit and Payouts Giving Debit Cards Crypto Shopping and Rewards Rewards Deals Loyalty 2022 Key Performance Metrics Growing Payment Volume: $1.36 Trillion of Total Payment Volume 9% from 2021 Increasing Activity: 22.3 Billion Payment Transactions 16% from 2021 Expanding Network Scale: Active Accounts of 435 Million 2% from 2021

MessagefromOurPresidentandCEO DearColleagues,Customers,PartnersandStockholders: In 2022, PayPal continuedto navigatea global macroeconomicenvironmentmarkedbyhighlevelsofdisruptionand uncertainty.A slowingeconomy,inflationandgeopoliticalunrestputsignificantpressureonbothconsumersand businessesaroundtheworld.Despitethisbackdrop,weagainrosetoeverychallengeandopportunitypresentedoverthe pastyear,andIcouldnotbeprouderofourteamswork. Wehavetakenmanyessentialstepstoright-sizeourcoststructure,streamlineouroperatingmodelandsharpenourfocus, andwebelievethishassetthestageforournextphaseofgrowth.Whilesomeofthesedecisionshavebeendifficult,we havemadesignificantprogressinourtransformationefforts,andourfourthquarterresultsdemonstratethatwehita positive inflection point at the end of 2022. Although many of the challengesthat we faced last year will continue into 2023, Im moreconfidentthaneverthatPayPalispoisedtoemergefromthisperiodinapositionofincreasedstrength. LookingAhead Lookingforwardto2023andbeyond,Iwanttoreiteratethekeyprioritiesthatwillultimatelyenableustobetterserveour customers,leverageourcompetitiveadvantagestoincreaseourmarketshareanddeliverlong-term,sustainablegrowth for our stockholders.First, branded checkout is at the core of what we do, and continually improving this experiencewill remainourhighestpriority.Next,wearebuildingontheredesignofourdigitalwalletsthatweundertooklastyearto innovateandimproveourcurrentofferings–includingBuyNow,PayLaterandRewards–toprovideevenmorevaluefor ourcustomers.Wearealsocontinuingourworktoextendourplatformintoin-personcontexts,sothatcustomershavea seamlessexperiencebetweenourPayPalandVenmobrandedcardsandourapps.WearedoublingdownonBraintree, andfully rampingPayPalCompletePaymentstoprovidepowerfulpaymentprocessingcapabilitiestomerchantsofall sizes. Lastly, we are continuing to strengthen foundational capabilitiesthat enable and support our expanding value propositionfor both consumersandmerchantstoensurethatourtechnicalinfrastructureandcollaborationtoolsremain best-in-class. MyRetirementasCEOofPayPal AsIsharedinearlyFebruary,IinformedtheBoardthatIplantoretireasPayPalsPresidentandCEOattheendofthisyear.I plantodevotemoretimetomypassionsoutsideoftheworkplace.WhenIjoinedPayPalin2014–thenpartofeBay–Iwas looking for a companywithpassionate,engagedemployeeswhowantedtomakearealdifference.Lookingback,itis incredibleto reflect on the tremendousgrowththatwehaveachievedtogethersincePayPalbecameanindependent, publicly traded company.Sincethattimealmostnineyearsago,ourrevenues,totalpaymentvolumeandcashflowhave roughlytripledin size. We have launchedcountlessproducts,partnershipsandimprovementstobetterserveour customersandexpandintonewmarkets. Today,weareempoweringhundredsofmillionsofconsumersandmerchantstojoinandthriveintheglobaleconomy,and werecontributingeverydaytoexpandingeconomicopportunityforcustomersandcommunitiesaroundtheworld. Together,wehaveestablishedPayPalasthegloballeaderindigitalpayments,oneofthemosttrustedbrandsanda companythattrulymakesadifferenceintheworld.Thepastyearandahalfhasnotbeeneasyforouremployeesor shareholdersasweadjustedtoamorechallengingmacroeconomicenvironmentandsignificantgeopoliticaluncertainty. BeforeImadethedecisiontomoveontomynextchapter,IwantedtobesurethatPayPalhadpositivemomentumand waswell-positionedtodeliverastrongyearofperformance.WehavemadeconsiderableprogressandIfullybelievewe havereachedthatpoint.IhavecompletetrustintheBoardtoconductathoroughsearchforthebestpossibleleaderand ensureasmooth,thoughtfultransition–andIlookforwardtocontinuingtoserveontheBoardfollowingthetransition.

Profit andPurpose PayPalisproofthatprofitandpurposegohand-in-handandleadingacompanythatdeliversresultsforallofits stakeholdershastrulybeenthehighlightofmycareer.Iamproudofthewaysthatwehaveleanedintotheboldaspirations of our mission and our values to support our employees,customersandthebroadercommunitiesinwhichwelive,work andserve. In the last year, we have continued to advanceour employeefinancialwellnessinitiativeto strengthenthe financialsecurity of our workforce.Weprovidedfinancialwellnessawardstohourlyandentry-levelemployeesandchangedthevesting scheduleofourrestrictedstockunitgrantstogiveemployeesearlierandmorefrequentaccesstotheirshares.We introducedourLeadershipPrinciplestohelpusgrowasleadersandfosterstrongerconnectionsbetweenourteams– whetherin-personorvirtually.In 2023, we launchedGlobalCollaborationDayswhereweregularlygatherinourofficesfor formal andinformalcollaborationthatcomplementourhybridworkingmodelandpreservestheflexibilitythatweknowis importanttoouremployees.Strongerconnectionsbetweenourteams,deepcollaborationandprofessionaldevelopment opportunitiesareall importantelementsto successfullyexecutingagainstour strategicpriorities. Wehavealsolivedourmissionandvalues,usingthepowerofthePayPalplatformandcommunitytosupportour merchants,consumersandthoseinneed.SinceRussiainvadedUkrainemorethanoneyearago,thePayPalcommunity hasrallied to provide aid to Ukrainians, and our own employeessteppedup to expeditethe expansionof PayPalservicesto Ukrainian customers.Overthepastyear,morethan$600millionwasdonatedonourplatformtocharitiesrespondingtothe ongoinghumanitariancrisis,andwehavehelpedUkrainiancitizensreceiveandsendmorethan$600millioninperson-to- personpaymentsandmoneytransfers,foratotalof$1.2billioninmonetarysupportfacilitatedthroughourplatform.Inthe wakeofthedestructiveearthquakesinTurkeyandSyria,andthedevastatingeffectsofHurricaneIan,wemobilizedour customersandemployeestolaunchdisasterreliefcampaigns.In2022alone,weprocessed$20billionforcharitable organizationsandcauses,demonstratingthestrengthwehaveasaglobalcommunityandthepowerofdrivingsocial impactthroughourcorebusiness. ThankYou I want to extend my deepestgratitudeto our talentedemployees– aswellasthecustomers,partners,regulatorsand stockholdersweworkwitheveryday–fortheirsupportoverthepastyearandthroughoutmytenureatPayPal.Itisan honortoleadthiscompanyandseethedifferencePayPalmakestoexpandopportunitieswithintheglobalfinancialsystem andbuildamoreinclusivedigitaleconomy.Iamenergizedfortheyearaheadandexcitedtowelcomeanewleader,who Im confidentwill build on all that we have accomplishedover the years and continueto seize the immenseopportunity aheadofus. Thankyou. DanSchulman PresidentandCEO,PayPalHoldings,Inc. April 13, 2023

MessagefromOurIndependentBoardChair DearPayPalStockholders: In 2022, the Board actively worked with managementto navigatethedifficultmacroeconomicenvironmenttohelpensure PayPaliswellpositionedforfuturegrowth.Wealsocontinuedtoproactivelyengagewithstockholdersandresponsibly overseestrategyandrisksfortheCompany.ThiswasayearoftransformationforPayPal,asweincreasedouroperating discipline while continuing to invest in innovation at scale. BoardComposition&Oversight OurBoardsbalancedmixofdiversity,skillsandexperienceenablesittoeffectivelyperformitsoversightresponsibilities.In 2022,50%ofourBoardmembersstandingforelectionwerewomenorfromdiverseethnicgroups.Ourfocusondiversity andinclusionextendstotheCompanyscurrentexecutiveofficers,50%ofwhomarewomenand/orfromdiverseethnic groups.WecontinuallyreviewandassesstheskillsandknowledgeofourBoardmembersandprovideongoing opportunitiesfor director educationon emergingtrends.The Boardalsoexerciseditsresponsibilityto overseePayPals enterpriserisk framework,includingthe evolutionof its risk taxonomy in 2022. In addition, The Board continues to oversee PayPalsenvironmental,socialandgovernance(“ESG”)strategyandrelatedrisksandopportunitiesasafullBoardand throughits BoardCommittees. StakeholderEngagement Weregularlyengagewithourstockholders,customers,employees,regulatorsandotherstakeholderstoensurethatwe understandandthoughtfullyconsidertheirperspectivesandpriorities.Throughout2022,weengagedwithinvestorsaspart of our extensivestockholderengagementprogram,reachingouttoinvestorsrepresentingapproximately52%ofour commonstock,with25%choosingtoengagewithPayPalthroughouttheyear.ThesediscussionsprovidetheBoardand managementwithinvaluableperspectives,insightsandfeedback.Welookforwardtoourcontinueddialogueswithour stockholdersandotherstakeholders. SuccessionPlanning In February, Dan SchulmanannouncedhisintentiontoretireasPresidentandCEOatyear-end.OnbehalfoftheBoard,I wouldliketoacknowledgethepositiveandlastingimpactDanhasmadeonPayPalandourpeople.Underhisleadership, PayPalhasbecomeoneoftheworldsmosttrustedbrandsandaleaderindigitalpaymentsandcommerce,delivering valuefor our stockholdersandotherstakeholders.WethankDanforhisnearlynineyearsofserviceandhiscommitmentto supportingasmoothtransitionasweconductathoroughandrigoroussearchtoidentifyhissuccessor.Welookforwardto DanscontinuedserviceasavitalmemberofPayPalsBoardofDirectors,providingoversightofthepersistentexecutionof ourmissionandvision. OnbehalfofourBoard,thankyouforyourinvestmentinPayPal.Ilookforwardtodiscussingthesedevelopmentsfurther with you at the 2023 Annual Meetingon May24, whichwill beheldvialivewebcastat www.virtualshareholdermeeting.com/PYPL2023. Sincerelyyours, JohnJ.Donahoe IndependentBoardChair April 13, 2023

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TableofContents 1 Noticeof2023AnnualMeetingofStockholders IndexofFrequentlyRequested 2 ImportantInformationAboutPayPalsVirtualAnnualMeeting Information 3 ProxyStatementSummary 1 AnnualMeeting&VotingInformation 97 AuditandOtherProfessionalFees 12 PROPOSAL1:ElectionofDirectors 22 BoardCommittees 15 Director Biographies 21 CorporateGovernance 21 BoardLeadership 21 BoardLeadership 26 BoardOversight 22 DirectorIndependence 55 CompensationFrameworkand 22 BoardCommittees Decisions 26 BoardOversight 67 CompensationPeerGroup 29 BoardandCommitteeEvaluations 31 StockholderEngagement 71 CompensationTables 33 CorporateGovernanceDocuments 15 DirectorBiographies 33 RelatedPersonTransactions 35 DirectorCompensation 22 DirectorIndependence 38 ESGOversightandHighlights 13 DirectorSkills Matrix 38 ESGGovernanceStructure 38 ESGGovernanceStructure 41 2022ESGPerformanceHighlights 45 ExecutiveOfficerBiographies 41 HumanCapitalManagement 41 HumanCapitalManagement 44 StockOwnershipInformation 50 NamedExecutiveOfficers 45 InformationAboutOurExecutiveOfficers 27 RiskOversight 49 PROPOSAL2:AdvisoryVotetoApproveNamedExecutiveOfficer 31 StockholderEngagement Compensation(“say-on-pay”vote) 116 SummaryContactInformation 50 CompensationDiscussionandAnalysis 50 NamedExecutiveOfficers 54 ExecutiveCompensationProgramDesign 55 2022CompensationFrameworkandDecisions 64 OtherCompensationElements 66 OurStructureforSettingCompensation 68 OtherCompensationPracticesandPolicies 1 CompensationTables 80 PayversusPerformance 83 CEOPayRatioDisclosure 84 EquityCompensationPlanInformation 85 PROPOSAL3:VotetoApprovePayPalHoldings,Inc.2015Equity IncentiveAwardPlan,asAmendedandRestated 95 PROPOSAL4:RatificationoftheAppointmentof PricewaterhouseCoopersLLPasOurIndependentAuditorfor2023 98 STOCKHOLDERPROPOSALS 98 PROPOSAL5: StockholderProposal–ProvisionofServicesinConflictZones 100 PROPOSAL6: StockholderProposal–ReproductiveRightsandDataPrivacy 102 PROPOSAL7: StockholderProposal–PayPalTransparencyReport 105 PROPOSAL8: StockholderProposal–ReportonEnsuringRespectforCivil Liberties 107 PROPOSAL9: StockholderProposal–AdoptMajorityVoteStandardforDirector Elections 109 FrequentlyAskedQuestions 118 APPENDIXA:ReconciliationofNon-GAAPFinancialMeasures 120 APPENDIXB:PayPalHoldings,Inc.2015EquityIncentiveAwardPlan (marked)

Forward-LookingStatements This proxy statementcontainsforward-lookingstatementswithinthemeaningofSection27AoftheSecuritiesActof1933 andSection21EoftheSecuritiesExchangeActof1934,includingstatementsthatinvolveexpectations,plansorintentions (suchasthoserelatingtofuturebusiness,futureresultsof operationsorfinancialcondition,neworplannedfeaturesor services,mergersoracquisitions,or managementstrategies).Theseforward-lookingstatementscanbeidentifiedby wordssuchas“may,”“will,”“would,”“should,”“could,”“expect,”“anticipate,”“believe,”“estimate,”“intend,”“continue,” “strategy,” “future,” “opportunity,” “plan,” “project,” “forecast” and other similar expressions. These forward-looking statementsinvolverisksanduncertaintiesthatcouldcauseouractualresultsandfinancialconditiontodiffermateriallyfrom thoseexpressedorimpliedinourforward-lookingstatements.Suchrisksanduncertaintiesinclude,amongothers,those discussedinthe“RiskFactors,”“QuantitativeandQualitativeDisclosuresaboutMarketRisk” and“Managements DiscussionandAnalysisofFinancialConditionandResultsofOperations”sectionsofourAnnualReportonForm10-Kand QuarterlyReportsonForm10-Q.Wedonotintend,andundertakenoobligationexceptasrequiredbylaw,toupdateanyof ourforward-lookingstatementsafterthedateofthisproxystatementtoreflectactualresults,newinformationorfuture eventsorcircumstances.Giventheserisksanduncertainties,readersarecautionednottoplaceunduerelianceonsuch forward-lookingstatements. IncorporationByReference All websiteaddressescontainedinthisproxystatementareintendedtoprovideinactive,textualreferencesonly.The contenton,oraccessiblethrough,anywebsiteidentifiedinthisproxystatementisnotapartof,andisnotincorporatedby referenceinto, this proxy statementor in any other report or document that we file with the Securities and Exchange Commission.

Noticeof2023AnnualMeeting of Stockholders Wednesday,May24,2023 PRO 8:00a.m.PacificTime XY S T A Onlineat:www.virtualshareholdermeeting.com/PYPL2023 TEMENT Thereisnophysicallocationforthe2023AnnualMeeting. ITEMSOFBUSINESS 1. Election of the 12 director nominees named in this proxy statement. 2. Advisoryvotetoapprovenamedexecutiveofficercompensation. 3. ApprovalofthePayPalHoldings,Inc.2015EquityIncentiveAwardPlan,asAmendedandRestated. 4. Ratification of the appointmentof PricewaterhouseCoopersLLP as our independentauditorfor 2023. 5. Considerationof five stockholderproposals,if properlypresentedat the Annual Meeting. 6. SuchotherbusinessasmayproperlycomebeforetheAnnualMeeting. RECORDDATE Thursday,March30,2023(the“RecordDate”) OnlystockholdersofrecordatthecloseofbusinessontheRecordDateareentitledtoreceivenoticeof,andtovoteat,the AnnualMeeting. PARTICIPATIONINVIRTUALANNUALMEETING WearepleasedtoinviteyoutoparticipateinourAnnualMeeting,whichwillbeconductedexclusivelyonlineat www.virtualshareholdermeeting.com/PYPL2023.See“ImportantInformationAboutPayPalsVirtualAnnualMeeting”onthe following pagefor additionalinformation. TheAnnualMeetingwillbeginpromptlyat8:00a.m.PacificTime.Thevirtualmeetingroomwillopenat7:45a.m.Pacific Timeforregistration. VOTING Yourvoteisveryimportanttous.Pleaseactassoonaspossibletovoteyourshares,evenifyouplantoparticipateinthe AnnualMeeting.Forspecificinstructionsonhowtovoteyourshares,see“FrequentlyAskedQuestions–Voting Information”beginningonpage109ofthisproxystatement. REVIEWYOURPROXYSTATEMENTANDVOTEINONEOFTHREEWAYS: INTERNET BYTELEPHONE BYMAIL Visit the website on your proxy card Call the telephone numberonyour Sign, date and return your proxy card in proxycard the enclosed envelope Pleaserefertotheenclosedproxymaterialsortheinformationforwardedbyyourbank,brokerorotherholderofrecordtoseewhich votingmethodsareavailabletoyou. ByOrderoftheBoardofDirectors Brian Y. Yamasaki CorporateSecretary April 13, 2023 This notice of Annual Meeting and proxy statementand form of proxy are being distributedand made availableon or about April 13, 2023. ImportantNoticeRegardingtheInternetAvailability ofProxy Materials for the Annual Meeting of Stockholders to Be Held on May 24, 2023 This proxy statementandPayPalHoldings,Inc.s2022AnnualReportareavailableelectronicallyat https://investor.pypl.com/financials/annual-reports/default.aspxand (with your 16-digit control number) at www.proxyvote.com. •2023ProxyStatement 1

IMPORTANTINFORMATIONABOUTPAYPALSVIRTUALANNUALMEETING ImportantInformationAboutPayPals Virtual Annual Meeting PayPals2023AnnualMeetingwillbeconductedonlineonly,vialivewebcast.Stockholderswillbeabletoaccessthe meetinglivebyvisitingwww.virtualshareholdermeeting.com/PYPL2023.Wehaveadoptedavirtualmeetingformatto broadenstockholderaccessandencourageparticipationandcommunicationwithourmanagement. WehaveconductedefficientandeffectivevirtualmeetingssincePayPalbecameanindependentcompanyin2015.We intendtocontinuetoensurethatourstockholdersareaffordedthesamerightsandopportunitiestoparticipatevirtuallyas theywouldatanin-personmeeting.Webelievethevirtualformatmakesiteasierforstockholderstoattend,andparticipate fully and equally in, the Annual Meeting because they can join with any Internet-connecteddevicefrom any location aroundtheworldatnocost.Ourvirtualmeetingformathelpsusengagewithallstockholdersregardlessofsize,resources or physical location, reduces our environmentalimpact,protectsthe health and safety of attendeesand savestime and money. ParticipatingintheVirtualAnnualMeeting • Instructions on how to attend the virtual Annual Meeting are posted at www.virtualshareholdermeeting.com/PYPL2023. • Youmaylogintothemeetingplatformbeginningat7:45a.m.PacificTimeonMay24,2023.Themeetingwillbegin promptlyat8:00a.m.PacificTime. • Youwill needthe16-digitcontrolnumberprovidedinyourproxymaterialstoattendthevirtualAnnualMeetingand listen live at www.virtualshareholdermeeting.com/PYPL2023. • StockholdersofrecordandbeneficialownersasoftheMarch30,2023RecordDatemayvotetheirshareselectronically duringthevirtual Annual Meeting. • OnthedateoftheAnnualMeeting,ifyouhavequestionsabouthowtoattendandparticipate,orencounterany difficulties accessing the virtual meeting during the check-in or meeting time, please call 1-844-986-0822 (U.S.) or 1-303-562-9302(International). AdditionalInformationAbouttheVirtualAnnualMeeting • Stockholdersmaysubmitquestionsinadvanceofthemeetingatwww.proxyvote.combefore8:59p.m.PacificTimeon May23,2023,orduringthelivemeetingatwww.virtualshareholdermeeting.com/PYPL2023. • Duringthemeetingslivequestionandanswersession,membersofourexecutivemanagementteamandourBoard Chairwill answerquestions(includingthosesubmittedinadvance)astimepermits. • Ourrulesofconductandprocedureforthemeetinggenerallyprovidethat: • Managementwillanswerstockholderquestionsaftertheformalmeetinghasconcluded. • Welimiteachstockholdertoonequestionsothatwecananswerquestionsfromasmanystockholdersas possible.Questionsshouldbesuccinctandcoveronlyonetopicperquestion.Questionsfrommultiple stockholdersonthesametopicorthatareotherwiserelatedmaybegrouped,summarizedandanswered together.In addition, questions may be editedfor brevity and grammaticalcorrections. • Wedonotintendtoaddressanyquestionsthatare,amongotherthings:irrelevanttothebusinessoftheCompany or to the business of the Annual Meeting; related to material non-public information of the Company; related to personalmattersorgrievances;derogatoryorotherwiseinbadtaste;repetitiousstatementsalreadymadeby anotherstockholder;in furtheranceof the stockholderspersonalor businessinterests;or out of order or not otherwisesuitablefor the conductof the AnnualMeeting,in eachcaseasdeterminedbytheBoardChairor CorporateSecretaryintheirreasonablediscretion. • If there are matters of individual concern to a stockholder and not of general concern to all stockholders,or if we are not abletoanswerallthequestionssubmittedduetotimeconstraints,stockholdersmaycontactusseparatelyafterthe meetingthroughourInvestorRelationsdepartmentbyemailatinvestorrelations@paypal.com. • WewillpostquestionsandanswersifapplicabletotheCompanysbusinessonourInvestorRelationswebsiteassoon aspracticableaftertheAnnualMeeting.Inaddition,areplayofthemeetingwillbepubliclyavailableonourInvestor Relationswebsiteafterthemeetingconcludes. 2 •2023ProxyStatement

PROXYSTATEMENTSUMMARY ProxyStatementSummary This summaryhighlightscertaininformationcontainedelsewhereinthisproxystatementforthe2023AnnualMeetingof PRO Stockholders(the“AnnualMeeting”).Thissummarydoesnotcontainalltheinformationthatyoushouldconsider,andyou shouldreadtheentireproxystatementcarefullybeforevoting. XY S T A 2023AnnualMeetingInformation TEMENT TIMEANDDATE PLACE RECORDDATE 8:00a.m.PacificTime Onlineatwww.virtualshareholdermeeting.com/PYPL2023. March30,2023 onMay24,2023 ThereisnophysicallocationfortheAnnualMeeting. ProposalstobeVotedonandBoardVotingRecommendations Proposal RecommendationoftheBoard Page 1 Election of the 12 Director Nominees Namedin this Proxy Statement FOR 12 eachofthenominees 2 AdvisoryVotetoApproveNamedExecutiveOfficerCompensation(“say-on-pay” FOR 49 vote) 3 ApprovalofthePayPalHoldings,Inc.2015EquityIncentiveAwardPlan,as FOR 85 AmendedandRestated 4 Ratification of the Appointmentof PricewaterhouseCoopersLLPasOur FOR 95 IndependentAuditorfor2023 5 StockholderProposal–ProvisionofServicesinConflictZones AGAINST 98 6 StockholderProposal–ReproductiveRightsandDataPrivacy AGAINST 100 7 StockholderProposal–PayPalTransparencyReports AGAINST 102 8 StockholderProposal–ReportonEnsuringRespectforCivilLiberties AGAINST 105 9 StockholderProposal–AdoptMajorityVoteStandardforDirectorElections AGAINST 107 Our2022KeyHighlights SoundFinancialandOperationalPerformance In 2022, we deliveredsolid financial and operatingresults across our key performancemetrics.This was accomplished duringachallengingperiodofmacroeconomicuncertainty,slowingecommercegrowthandgeopoliticalinstability.We endedtheyearwith435millionactiveconsumerandmerchantaccountsandourrevenueincreasedby8%to$27.5billion comparedto2021.In2022,weprocessed22.3billionpaymenttransactionsand$1.36trillionintotalpaymentvolume acrossourplatform,representingyear-over-yearincreasesof16%and9%,respectively.Wereturned$4.2billionto stockholdersthroughsharerepurchasesin2022,representingmorethan80%ofourfreecashflow.Importantly,wealso narrowedourfocusonkeystrategicinitiativesandidentifiedareastooperatemoreefficiently,reducingbothcostsand complexitythroughouttheorganization.Thesecombinedeffortsresultedinover$900millionofsavingsacrossboth transactionandnon-transactionrelatedexpenses,contributingtoareturntonon-GAAPoperatingmarginexpansionand non-GAAPearningspersharegrowthinthefourthquarterof2022. This progressis a direct result of our sharpenedfocus, responsibleinnovationand enhancedcost discipline,whichenable ustoexecuteonourcorestrategicpriorities.In2022,wecreatedbettercheckoutexperiences,enhancedourdigitalwallet, expandedourglobalpaylatersolutionsandgrewourunbrandedprocessingbusinesswithleadingmerchantsaroundthe globe. •2023ProxyStatement 3

PROXYSTATEMENTSUMMARY Our2022KeyHighlights PerformanceHighlights 1 1 Revenue Non-GAAP Operating Margin Free Cash Flow $30 25% $6 25.1% 24.8% $25 $25.4B $27.5B 20% $5 $5.4B $5.1B 21.3% $4.9B $20 $21.5B $4 15% $15 $3 10% $10 $2 $5 5% $1 $0 0% $0 2020 2021 2022 2020 2021 2022 2020 2021 2022 Delivering attractive revenue growth: Expanding network at scale: Growing payment volume: 8% 435M $1.36T Revenue Increase from 2021 Active Accounts Total Payment Volume (Spot Basis) (Up 2% from 2021) (Up 9% from 2021) 1 Non-GAAPOperatingMarginandFreeCashFlowarenotfinancialmeasurespreparedinaccordancewithgenerallyacceptedaccountingprinciples(“GAAP”).Forinformationon howwecomputethesenon-GAAPfinancialmeasuresandareconciliationtothemostdirectlycomparablefinancialmeasurespreparedinaccordancewithGAAP,pleasereferto “AppendixA:ReconciliationofNon-GAAPFinancialMeasures”inthisproxystatement. 4 •2023ProxyStatement

PROXYSTATEMENTSUMMARY Our2022KeyHighlights OurStockPricePerformance PayPalhasatrackrecordofcreatingstockholdervalue,anddespitemarketvolatilityoverthepastyear,theCompanyhas returnedapproximately86%sincebecominganindependentpubliccompany.Ourone-year*andthree-year**total stockholderreturnwere-62%and-34%,respectively. PRO TotalStockholderReturn(“TSR”)asanIndependentPublicCompany*** XY S T A Revenue TEMENT in $ Billions $ 700 30 $27.5 600 25 500 20 400 15 300 +171% +108%10 200 +86% 100 5 0 0 2015 2016 2017 2018 2019 2020 2021 2022 PayPal Holdings, Inc. S&P 500 Index Peers Revenue * MeasuredfromDecember31,2021toDecember31,2022 ** MeasuredfromDecember31,2019toDecember31,2022 *** Assumes$100wasinvestedin2015. ^ MarketcapweightedpeerindexconsistsofADBE,GOOG,AMZN,AXP,AAPL,SQ,DFS,FIS,FISV,GPN,INTU,JPM,MA,META,NFLX,ORCL,CRM,NOW,V. Tolearnmoreabouthowour2022performancerelatestoourexecutivecompensationprogram,seetheCompensation DiscussionandAnalysisbeginningonpage50ofthisproxystatement. DrivingProgressonourMission,VisionandValues Overthepastyear,weremainedfocusedonfurtheringourmissiontobuildamorefinanciallyinclusiveandinterconnected world. Our teamsworkedquicklytogethertoenable$600millioninpeer-to-peerpaymentsandmoneytransferstosupport Ukrainian citizens and refugees. PayPal and its partners also helped to raise over $600 million through our platform for organizationstowardsUkrainianreliefefforts.We also providedhelpful productsto small businesses,entrepreneursand consumerstoimprovetheirfinancialflexibilityandresiliencyto weathertheuncertaineconomy.Throughourmerchant lendingservices,weprovidedaccesstomorethan$4billionincapital,expandedourZettleTerminaltomerchantsinthe U.S., launched PayPal RewardsandHoneyextensionforconsumerstosavemoneyoneverydaypurchasesandenabled secure,passwordlesslogintoPayPalaccountsacrossplatformsanddeviceswithpasskeys. Wehavealsocontinuedtopursueinitiativestostrengthenthefinancialsecurityofourworkforceandsupportaflexible workplace.Thisincludedfinancialwellnessawardstohourlyandentry-levelemployeesandarevisedvestingscheduleof ourrestrictedstockunit grantsto give employeesearlierandmorefrequentaccesstotheirshares.Welaunchedour LeadershipPrinciples,whichpromotebehaviorstosupportournextchapterofgrowthanddrivedeeperunderstandingof ourcorevaluesofInclusion,Innovation,WellnessandCollaboration.Wecontinuetohavesuccesswithourhybridworking model,whichpreservestheflexibilitythatis importantto our employeeswhilealsoprovidingopportunitiesforin-person collaborationandprofessionaldevelopment. •2023ProxyStatement 5

PROXYSTATEMENTSUMMARY 2023DirectorNominees 2023DirectorNominees Thefollowingtablesprovidesummaryinformationaboutourdirectornominees.Allour2023directornomineesare independentexceptMr.Schulman,PayPalsPresidentandCEO.Directorsareelectedannuallybyamajorityofvotescast. TheBoardofDirectorsrecommendsthatyouvote“FOR”theelectionofeachofthe12nominees.Seepage12ofthisproxy statementforthisproposal. OtherPublic CommitteeMemberships Director Company Directors Occupation Diversity Age Since Independent Boards ARC COMP GOV RodneyC. President, D 64 2017 3 Adkins 3RAMGroupLLC Jonathan Partner, Christodoro Patriot Global 46 2015 - Management,LP JohnJ. PresidentandCEO, 62 2015 1 Donahoe Nike, Inc. Former DavidW. Non-Executive 69 2015 1 Dorman BoardChairofCVS HealthCorporation BelindaJ. FormerChief Johnson OperatingOfficer, W 56 2017 1 Airbnb,Inc. Enrique PresidentandCEO, D 57 2021 1 Lores HPInc. Gail J. PresidentandCEO, McGovern AmericanRed W 71 2015 1 Cross FormerMajor DeborahM. MarketManaging W 65 2019 2 Messemer Partner, KPMG (retired) IndependentBoardChair CommitteeChair ARC=Audit,RiskandComplianceCommittee(“ARCCommittee”) COMP=CompensationCommittee GOV=CorporateGovernanceandNominatingCommittee W=Woman D=DiverseEthnicity 6 •2023ProxyStatement

PROXYSTATEMENTSUMMARY 2023DirectorNominees OtherPublic CommitteeMemberships Director Company Directors Occupation Diversity Age Since Independent Boards ARC COMP GOV DavidM. FormerCEO, PRO FederalHomeLoan Moffett MortgageCorp. 71 2015 1 XY (retired) S T A TEMENT FormerBoardChair AnnM. andCEO, Sarnoff WarnerMedia W 61 2017 - Studios&Networks Group DanielH. PresidentandCEO, Schulman PayPalHoldings, 65 2015 1 Inc. FrankD. ManagingMember, Yeary DarwinCapital 59 2015 2 Advisors,LLC IndependentBoardChair CommitteeChair ARC=Audit,RiskandComplianceCommittee(“ARCCommittee”) COMP=CompensationCommittee GOV=CorporateGovernanceandNominatingCommittee W=Woman D=DiverseEthnicity BoardDiversityMatrix(AsofApril13,2023) TotalNumberofDirectors 12 Part I: Gender Identity Female Male Directors 4 8 Part II: DemographicBackground African AmericanorBlack - 1 White 4 5 TwoorMoreRacesorEthnicities - 1 DidNotDiscloseDemographicBackground - 1 TheBoardandtheCorporateGovernanceandNominatingCommittee(the“GovernanceCommittee”)arecommittedto ensuringthattheBoardiscomposedofindividualswhohavehighlyrelevantskills,professionalexperienceand backgrounds,bringdiverseviewpointsandperspectivesandeffectivelyrepresentthelong-terminterestsofstockholders. Belowisasnapshotofthediversity,skillsandexperienceofourdirectornominees.FormoreinformationaboutourBoard members,see“DirectorExperience,ExpertiseandAttributes”beginningonpage13ofthisproxystatement. •2023ProxyStatement 7

PROXYSTATEMENTSUMMARY 2023DirectorNominees 1 Tenure Age Gender Ethnic Diversity % 17% 5.7 YRS 62 YRS 33 average tenure average age of director of director of director of director nominees are nominees are nominees nominees female ethnically diverse 1-3 years < 60 years Female Diverse Ethnic Group 4-7 years 61-65 years Male Did Not Disclose 66+ years White 1 PayPalbecameanindependentpubliccompanyinJuly2015. NomineeSkills&Experience Payments / Technology / Global Senior Business Legal / Financial Services / Innovation Business Leadership Development Regulatory / FinTech and Strategy Governmental 7101212129 Cybersecurity / Finance / Consumer / Sales / Talent Other Public Information Accounting Marketing / Brand ESG Management Company Board Security Management Service 41210111112 8 •2023ProxyStatement

PROXYSTATEMENTSUMMARY CorporateGovernanceHighlights CorporateGovernanceHighlights CorporategovernanceatPayPalisdesignedtopromotethelong-terminterestsofourstockholders,strengthenBoardand managementaccountability,fosterresponsibledecision-making,engenderpublictrustanddemonstratePayPals commitmenttotransparency,accountability,independenceanddiversity. PRO • 11 of 12 director nominees are independent • Majority vote standard for uncontesteddirector elections XY • IndependentBoardChairwithsignificantresponsibilities • Stockholderrightto call a special meeting S T A • All directors stand for annual election • RegularreviewofBoardandexecutivesuccession TEMENT • Simplemajorityvotestandardforcharter/bylaw planning amendmentsandmergers/businesscombinations • Strongstockholderengagementpractices • DiverseBoardinwhich6of12directornomineesare • Director service limited to no more than four public womenand/orfromadiverseethnicgroup companyboards,includingthePayPalBoard • Diversecharacteristicsconsideredin assessingBoard • Proxyaccessforqualifyingstockholders compositionincludesexualorientation,ethnicity, • Robuststockownershiprequirementsforourexecutives nationality and cultural background anddirectors • Committedtoactivelyseekinghighlyqualifiedwomen • Prohibition on hedgingandpledgingtransactionsby andindividualsfromunderrepresentedcommunitiesto executiveofficersanddirectors includein the initial pool from which director nominees • AnnualGlobalImpactReportdisclosingourperformance, are chosen progressandstrategyonkeyESGtopics • Annualperformanceself-evaluationsbythefullBoardand eachcommittee Tolearnmoreaboutourcorporategovernancepracticesandpolicies,seepage21ofthisproxystatement. StockholderEngagement Outreach Contacted holders of Engaged with holders of and 52% 25% Engagement of our common stock of our common stock PayPal Committee Chairs Investor Relations/ Internal Experts Participants Corporate Secretary Areas of Board Composition Risk Management and Executive ESG Stockholder and Succession Planning Oversight Compensation Matters Focus • Since 2017, added five highly qualified directors from underrepresented groups, with diverse skills and experiences that enhance the overall effectiveness of the Board. See page 13 of this proxy statement. How • Board and ARC Committee oversight of PayPals Enterprise Risk and Compliance Management (ERCM) Program and the Companys management of key risks, including cybersecurity and data privacy. Weve See page 26 of this proxy statement. Responded • Continued to incorporate diversity, inclusion, equity and belonging (DIE&B) considerations into our executive compensation program, with a focus on driving measurable outcomes. See page 61 of this proxy statement. • Enhancements to our global talent management strategy and our evolving workplace model. See pages 41-43 of this proxy statement. •2023ProxyStatement 9

PROXYSTATEMENTSUMMARY ExecutiveCompensationHighlights ExecutiveCompensationHighlights TheCompensationCommitteehasdesignedourexecutivecompensationprogramtosupportPayPalsgrowthstrategy. TheCompensationCommitteebelievesthatlong-termincentivesintheformofequityawardsshouldmakeupasignificant portion of our namedexecutiveofficers(“NEOs”)TargetTotalDirectCompensationopportunitybecausesuchawardshelp align pay and performanceandtheinterestsofourexecutiveswiththoseofourstockholders. 1 Thefollowingchartsshowthe2022TargetTotalDirectCompensation mixforourCEO,Mr.Schulman,andtheaverage 2 2022TargetTotalDirectCompensationmixforourotherNEOs. Tolearnmoreaboutourexecutivecompensation program,seetheCompensationDiscussionandAnalysisbeginningonpage50ofthisproxystatement. 2022TotalTargetDirectCompensationMix CEO Other NEOs 5% 9% 7% 7% Base Target Annual Base Target Annual Salary Incentive Award Salary Incentive Award • 75% PBRSUs • 75% PBRSUs • 25% Cash n • 25% Cash noita oitas sne nep pm mo o C 34 s Cd 4 sU de 8 % U e 3 S s 5 RS S as 8 % R Ba % U BR -B 5 RS PB e e- % lu T s P e e U c ar lu c T s % a n g 3% a n a 43 V a e 4 V a r e t An tive orm get A ntiv rform nua en rf nn Ince e l Lon rmInc Pe ual Lo erm P g e T % - n - T 2% g 50 5 1 Target Total Direct Compensationis the sum of (i) 2022 base salary, (ii) target 2022 annual incentive award (based on the target grant date fair value for the portion of the award deliveredasperformance-basedrestrictedstockunits(“PBRSUs”))and(iii)targetannuallong-termincentiveaward(basedonthegrantdatefairvalue).Percentagesmaynotaddup to 100%duetorounding. 2 TheTotalTargetDirectCompensationMixforOtherNEOsexcludesMr.JorgensenandMs.RabinovitchbecausetheywerehiredorappointedasanNEO,respectively,outsideof ourannualrewardscycle. 10 •2023ProxyStatement

PROXYSTATEMENTSUMMARY ESGGovernance&2022Highlights ESGGovernance&2022Highlights Ourgovernanceframeworkisdesignedtoprovidesoundcompanyoversight,driveBoardandmanagementaccountability anddemonstratePayPalscommitmenttotransparency,independenceanddiversity.Wetakeadecentralizedapproachto managementofESGwithintheorganization,ledbyoversightfromourBoardandstrategy-settingfromseniorleadership. PRO TheentireBoardengagesonESGmattersthatimpactbusinessstrategy,andBoardcommitteesaretaskedwithoversight XY of specific matters. ManagementbriefsBoardcommitteesandexecutivemanagementonESGtopicsonaquarterlybasis S andmeetswithasubcommitteeoftheEnterpriseRiskManagement(“ERM”)Committeeatleastannuallytoreviewcurrent T A andemergingESG-relatedrisktopics. TEMENT Oversight g Committee & Wor Our Board of Directors is actively engaged on ESG matters eerin king that impact business strategy. GSt cutive Manageme Grou • Governance Committee:Oversight of PayPals management ES Exe nt p of ESG, including overall ESG strategy, risks and opportunities, stakeholder engagement and programs and initiatives in social innovation and environmental sustainability Governance • Audit, Risk and Compliance (ARC) Committee:Oversight of the companys risk framework and enterprise-wide compliance program, including cybersecurity and privacy matters • Compensation Committee:Oversight of the companys strategies and responsibilities related to human capital PayPal Board (global talent) management, including diversity and Compensation of Directors inclusion, pay equity efforts and corporate culture ARC Management Our executive management directs and manages the execution of our enterprise-wide ESG strategy to ensure non-financial risks and opportunities are appropriately integrated across the Oversight enterprise, including through the ERCM Program Management Implementation Imp ion An ESG steering committee and cross-functional working lementat groups with representatives from more than 20 functions are responsible for overall program implementation PayPalrecognizestheimportanceofoperatingourbusinessinaresponsibleandsustainablemanneralignedwithour missiontobuildamorefinanciallyinclusiveandinterconnectedglobaleconomy.Webelievetheeffectivemanagementof keynon-financialrisksandopportunitiesplaysaroleinfurtheringourstrategyandhelpstocreatevalueforour stakeholders.To that end, in 2022, we continuedto demonstrateprogressacrossthefour dimensionsof our ESG strategy. ResponsibleBusinessPractices StrengthenedourproactivecybersecurityprogramthroughourISO27001certifiedinformationsecurity programandeducatedandprotectedconsumersandemployeesagainstfraud. SocialInnovation Facilitated accessto$4.2billionincapitalforentrepreneursandsmallbusinesses. Employees&Culture Reached56%overalldiverseworkforcerepresentationandcontinuedtobuildonourglobaltalentstrategy to attract, develop and retain top talent. EnvironmentalSustainability Demonstratedprogresstowardsourscience-basedclimatetargetsacrossourvaluechainandmaintained 100%renewableenergyforourdatacenters. FormoreinformationonourESGstrategyandprogram,see“ESGOversightandHighlights”beginningonpage38ofthis proxystatement,andourmostrecentGlobalImpactReport,whichisavailableathttps://investor.pypl.com/esg-strategy. •2023ProxyStatement 11

PROPOSAL1:ELECTIONOFDIRECTORS PROPOSAL1: Electionof Directors Baseduponareviewoftheirskills,qualifications,expertiseandcharacteristics,theBoardhasnominatedallourcurrent directorsfor election at the Annual Meeting, to serve until our 2024 Annual Meeting of Stockholdersand until their successorsareelectedandqualified.EachdirectornomineeisindependentexceptMr.Schulman,ourPresidentandCEO. Eachofourcurrentdirectorshasbeenpreviouslyelectedbyourstockholders.Weexpectthateachdirectornomineewill beabletoserveifelected.IfanydirectornomineeisunableorunwillingtoserveatthetimeoftheAnnualMeeting,the current Boardmayidentifyasubstitutenomineetofillthevacancy,reducethesizeoftheBoardorleaveavacancytofillat alater date. Directorsmustbeelectedbyamajorityofthevotescastinuncontestedelections,whichhasbeenourvotingstandard sincewebecameanindependentpubliccompanyinJuly2015.Thismeansthatthenumberofvotescast“FOR”adirector nomineemustexceedthenumberofvotescast“AGAINST”thatnominee.(Formoreinformation,see“FrequentlyAsked Questions–VotingInformation”onpage109ofthisproxystatement.)Eachdirectorhassubmittedanadvance,contingent, irrevocableresignationthat the Boardmayacceptif stockholdersdonotre-electthatdirector.Afterthecertificationof any suchstockholdervote,theGovernanceCommitteeoracommitteecomposedsolelyofindependentdirectorsthatdoes notincludethedirectorwhowasnotre-electedwilldeterminewhethertoacceptthedirectorsresignation.Wewillpublicly discloseanysuchdecisionandtherationalebehindit. DirectorNominees TheGovernanceCommitteeisresponsibleforrecommendingtotheBoardthequalificationsforBoardmembershipand for identifying, assessing and recommendingqualifieddirectorcandidatesfor the Boardsconsideration.The Boards membershipqualificationsandnominationproceduresaresetforthintheGovernanceGuidelinesfortheBoardofDirectors (“GovernanceGuidelines”).Nomineesmaybesuggestedbydirectors,management,stockholdersorbyathird-partyfirm. TheGovernanceCommitteeandtheBoardhaveevaluatedeachofthedirectornomineesandconcludedthatitisinthe bestinterestsof the Companyanditsstockholdersforeachoftheseindividualstocontinuetoserveasadirector.The Boardbelievesthateachdirectornomineehasastrongtrackrecordofbeingaresponsiblestewardofstockholders interests and brings extraordinarilyvaluable insight, perspectiveand expertiseto the Board. ToensurethattheBoardcontinuestoevolveandberefreshedinamannerthatservesthechangingbusinessandstrategic needsoftheCompany,theGovernanceCommitteeannuallyreviewswiththeBoardtheapplicableskills,qualifications, expertiseandcharacteristicsof BoardnomineesinthecontextofthecurrentBoardcompositionandCompany circumstances.TheGovernanceCommitteeevaluateswhethereachdirectordemonstratesseveralkeyattributesand providessignificantandmeaningfulcontributionstotheBoard.Thesefactorsinclude: • Highly relevant professionalexperiencein payments,financialservices,financialtechnology(“FinTech”),technology, innovation,global business,businessdevelopment,strategy,legal,regulatory,government,cybersecurity,information security, finance, accounting, consumer,sales, marketing,brand management,talent(humancapital)management and/orESGmatters; • Relevantseniorleadership/CEOexperience; • Experienceandexpertisethatcomplementtheskillsetsoftheotherdirectornominees; • HighdegreeofcharacterandintegrityandabilitytocontributetostrongBoarddynamics; • Highly engagedandabletocommitthetimeandresourcesneededtoprovideactiveoversightofPayPalandits management; • Soundbusinessjudgment;and • Commitmenttoenhancingstockholdervalue. In addressingtheoverallcompositionoftheBoard,theGovernanceCommitteeconsidershoweachdirectorcontributesto theBoardsdiversityin termsof gender,sexualorientation,race,ethnicity,nationality,cultural backgroundand age, in additionto the skills, qualifications and expertise that they bring to the Board. 12 •2023ProxyStatement

PROPOSAL1:ELECTIONOFDIRECTORS Director Nominees DirectorExperience,ExpertiseandAttributes Our2023Boardskillsmatrixidentifiesthecoreskills,expertiseandattributesof eachdirectorthatweconsidermost relevant in light of our current business strategy and structure. For more information on the qualifications that each director nomineebringstoourBoard,seethenomineebiographiesbeginningonpage15ofthisproxystatement. PRO o XY S ern T v A s ett TEMENT re ff dkins ohnson cGo essemero eary Experience,ExpertiseandAttributes A ChristodorDonahoeDormanJLoM M M SarnoffSchulmanY Payments/FinancialServices/FinTech This experience is critical to oversight of PayPals business and •• • •• •• strategy in these complex and dynamic industries. Technology/Innovation BecausePayPalisatechnologyplatformanddigitalpayments company,welookfordirectorswithabackgroundindeveloping •••••••• •• technologybusinesses,anticipating technological trends and driving innovation and product development. GlobalBusiness Anunderstandingofdiversebusinessenvironments,economic •••••••••••• conditions, cultures and regulatory frameworks is relevant to PayPal as aglobalbusinessoperatinginover200marketsaroundtheworld. SeniorLeadership Significant senior leadership and/or CEO experience, with a practical understandingoforganizations,processes, strategic planningand risk •••••••••••• managementtoassess,developandimplementourbusiness strategy and operating plan. BusinessDevelopmentandStrategy This experienceis relevant in helping PayPal to grow its business, expand •••••••••••• its value proposition and assess whether potential targets and partners are a goodstrategicandculturalfit. Legal/Regulatory/Governmental Knowledgeandexperiencewithlegalandregulatoryissues, complianceobligationsandgovernmentalpoliciesisrelevant • •• •••••• becauseweoperategloballyinacomplexandrapidlyevolvinglegal andregulatoryenvironment. Cybersecurity/InformationSecurity This experience is vital to protecting PayPals technology ••• • infrastructure and payments platform, maintainingthe trust of our customersandkeepingcustomerinformationsecure. Finance/Accounting This experience is relevant to the oversight of PayPals capital •••••••••••• structure, financing and investing activities, as well as our financial reporting and internal controls. Consumer/Sales/Marketing/BrandManagement Experienceindevelopingstrategiestogrowsalesandmarketshare, •••••••• •• build brand awareness and overall preference among customers and enhancePayPalsreputationisrelevanttothegrowthofourbusiness. ESG Anunderstandingofeffectivemanagementanddisclosureof environmental, social and/or governance (“ESG”) risks and opportunities ••••••••• •• is essential to ensure appropriate oversight of ESG at PayPal and create long-term value for our stakeholders. Talent Management This experience is vital to ensuring that PayPal attracts, motivates, developsandretainsqualifiedpersonnel,andfostersacorporate • •••••••••• culture that encourages and promotes accountability, performance anddiversity, inclusion, equity and belonging. OtherPublicCompanyBoardService Service on a public company board provides insightsabout ensuring •••••••••••• strong board and managementaccountability,protectingstockholder interests and observing appropriate governance practices. •2023ProxyStatement 13

PROPOSAL1:ELECTIONOFDIRECTORS Director Nominees FocusonBoardRefreshmentandDiversity TheGovernanceCommitteeregularlyoverseesandplansfordirectorsuccessionandBoardrefreshment.TheBoardvalues successionandrefreshmentovertimeascriticalcomponentstomaintaininganappropriatebalanceoftenure,diversity, skills and experienceneededtopromoteandsupporttheCompanyslong-termstrategy.TheBoardbelievesthathavinga mixofexperienceddirectorswithadeepunderstandingoftheCompanyandnewerdirectorswhobringfreshperspectives andinnovativeideasprovidessignificantbenefitstotheCompanyindrivingandoverseeingitsstrategyandoperationsand managingkeyrisks.TheBoarddoesnotbelieveinaspecificlimitfortheoveralllengthoftimeadirectormayserve. DirectorswhohaveservedontheBoardforanextendedperiodcanprovidevaluableinsightintotheoperationsandfuture of the Companybasedontheirexperiencewith,andunderstandingof,theCompanyshistory,policiesandobjectives. TheGovernanceCommitteevaluesdiversityasafactorinselectingnominees.Whensearchingfornewdirectors,the GovernanceCommitteeactivelyseeksouthighlyqualifiedwomenandindividualsfromunderrepresentedcommunitiesto includein the initial pool from which Board nomineesare chosen.In keepingwith this commitmentto diversityand inclusion, our 12 director nominees include four people who identify as women, one person who identifiesas African AmericanorBlackandonepersonwhoidentifiesasHispanicorLatinxandWhite. OuractiveBoardrefreshmentprocesshasresultedinastrongmixofdiversityandindependence,whichcontributesto effective oversight of managementandtheCompany.Since2017,wehaveaddedfivediversedirectorstotheBoard,each of whompossessesastrongmixofskills,qualifications,backgroundsandexperience,andhassignificantlycontributedto andenhancedtheoveralleffectivenessoftheBoard. StockholderRecommendationsandNominations StockholderswhowouldliketheGovernanceCommitteetoconsidertheirrecommendationsfordirectornomineesshould submittheirrecommendationsinwritingbymailtotheGovernanceCommitteeincareofourCorporateSecretaryat PayPalHoldings,Inc.,2211 NorthFirst Street,San Jose, California 95131, stating the candidatesname and qualificationsfor Boardmembership.AnysuchrecommendationbyastockholderwillreceivethesameconsiderationbytheGovernance Committeeasothersuggestednominees. In addition, our Restated Certificate of Incorporation and Bylaws provide proxy access rights that permit eligible stockholderstonominatecandidatesforelectiontotheBoardintheCompanysproxystatement.Theseproxyaccess rights permit a stockholder,or group of up to 20 stockholders,owning 3% or more of the Companysoutstandingcommon stockcontinuouslyforatleastthreeyearstonominateandincludeintheCompanysproxymaterialsdirectornominees constitutingup to 20% of the Board, providedthat the stockholder(s)and nominee(s)satisfythe requirementsand proceduresdescribedinourRestatedCertificateofIncorporationandBylaws. 14 •2023ProxyStatement

PROPOSAL1:ELECTIONOFDIRECTORS Director Biographies DirectorBiographies RODNEYC.ADKINS JONATHANCHRISTODORO PRO President of 3RAM GroupLLC Partner at Patriot Global Management, LP XY INDEPENDENT INDEPENDENT S T A BoardCommittees: Directorsince: Age: BoardCommittees: Directorsince: Age: TEMENT • ARC September2017 64 • Compensation July 2015 46 • Governance • Governance KeyQualificationsandExperience: KeyQualificationsandExperience: Technology Global Senior Business Financial Technology Global Senior and Business Leadership Development Services and Business Leadership Innovation and Strategy Innovation Cybersecurity Finance Consumer, Sales, ESG Business Regulatory Finance Consumer, Sales, and Information Marketing and Development Marketing and Brand Security Brand Management and Strategy Management Talent Other Public ESG Other Public Management Company Board Company Board Service Service ReasonsforNomination: ReasonsforNomination: Mr. Adkins brings extensive leadership experience driving In addition to bringing a seasoned investors perspective to innovationandbusinesssolutions,as wellas expertise in the Board, PayPal benefits from Mr. Christodoros substantial technologystrategy, corporate financeand global business financial and M&A experience. operations. OtherPublicCompanyBoards: OtherPublicCompanyBoards: • Avnet, Inc. (Chair) • None • UnitedParcel Service, Inc. FormerPublicCompanyBoards: • W.W.Grainger,Inc. • XeroxCorporation(June2016toMay2021) FormerPublicCompanyBoards: • Herbalife Ltd. (April 2013 to January 2021) • PPLCorporation(August2014toMay2019) • Lyft, Inc. (May 2015 to March 2019) Experience,SkillsandQualificationsofParticularRelevanceto • PioneerMergerCorp.(November2020toJanuary2023) PayPal: • Frontier Acquisition Corp. (February 2021 to March 2023) • Extensiveexperienceinthetechnologyindustry,including • SandridgeEnergy,Inc.(June2018toMay2021) emergingtechnologies,strategy, global business operations, • Hologic, Inc. (December 2013 to March 2016) innovation, product development and brand management • CheniereEnergy,Inc.(August2015toAugust2017) • Significant experience in corporate finance, financial Experience,SkillsandQualificationsofParticularRelevanceto statementsandaccounting PayPal: • In-depthexpertise in corporate governance matters as a board • Extensivefinancial, strategic planning and investment banking memberofotherpubliccompanies experienceadvisingpubliccompanies,includingattheboard • Expertise in supply chain, procurement and global trade level Biography: • Significant experience in identifying and evaluating mergers • President of 3RAM GroupLLC,aprivatelyheldcompany andacquisitionsandinvestmentopportunitiesandportfolio specializing in capital investments, business consulting companiesacrossarangeofindustries,includingtechnology services and property management,sinceJanuary2015 Biography: • Spentover30yearsatInternationalBusinessMachines • Partner at Patriot Global Management, LP, an investment Corporation(“IBM”)invarious developmentandmanagement managementfirm,sinceMarch2019 roles, including Senior Vice President of Corporate Strategy, • ManagingDirectorofIcahnCapitalLP,theentitythroughwhich fromApril2013toApril2014,SeniorVicePresidentofSystems Carl C. Icahn manages investmentfunds,from July2012to andTechnologyGroup,fromOctober2009toApril2013, February2017 SeniorVicePresidentofDevelopment&Manufacturing,from May2007toOctober2009andVicePresidentofDevelopment • Servedinvariousinvestmentandresearchrolesfrom,March of IBM Systems andTechnologyGroup,fromDecember2003 2007toJuly2012 to May2007 • BeganhiscareerasaninvestmentbankinganalystatMorgan Stanley, where he focused on merger and acquisition transactions across a variety of industries • ServedintheUnitedStatesMarineCorps •2023ProxyStatement 15

PROPOSAL1:ELECTIONOFDIRECTORS Director Biographies JOHNJ.DONAHOE DAVIDW.DORMAN President and Chief Executive Officer of FormerNon-ExecutiveBoardChairof Nike, Inc. CVSHealthCorporation INDEPENDENT INDEPENDENT BoardCommittees: Directorsince: Age: BoardCommittees: Directorsince: Age: • None July 2015 62 • Compensation(Chair) June2015 69 • Governance KeyQualificationsandExperience: KeyQualificationsandExperience: Payments and Technology Global CEO Technology Global CEO Business FinTech and Business Experience and Business Experience Development Innovation Innovation and Strategy Business Cybersecurity Finance Consumer, Sales, Regulatory Cybersecurity Finance and Consumer, Sales, Development and Information Marketing and Brand and Information Accounting Marketing and Brand and Strategy Security Management Security Management ESG Talent Other Public ESG Talent Other Public Management Company Board Management Company Board Service Service ReasonsforNomination: ReasonsforNomination: Mr. Donahoebringssignificantexperienceas a public Mr. Dormanbringsstrongboard-andexecutive-level companyCEOleadingglobalbusiness,executive-level experienceleadingglobalbusinessesinregulatedindustries, expertise in payments, FinTechand technologyanda deep together with finance, strategic planning, talent management knowledgeoftheCompanytoPayPalsBoardandhisrole andexecutivecompensationexpertise,toPayPalsBoard asBoardChair. andhisroleasCompensationCommitteeChair. OtherPublicCompanyBoards: OtherPublicCompanyBoards: • Nike, Inc. • Dell Technologies, Inc. FormerPublicCompanyBoards: FormerPublicCompanyBoards: • CVSHealthCorporation(March2006toMay2022) • ServiceNow,Inc.(April2017toJune2020) • MotorolaSolutions,Inc. (May 2011 to May 2015) • eBayInc.(January2008toJuly2015) Experience,SkillsandQualificationsofParticularRelevanceto Experience,SkillsandQualificationsofParticularRelevanceto PayPal: PayPal: • Expertise in finance, mergers and acquisitions and investments, • ExtensiveindustryexperienceanddeepknowledgeofPayPals strategic planning, public company executive compensation operations throughhis former role as director, President and matters and executive leadership ChiefExecutiveOfficerofeBayInc. • In-depthexperienceleadingglobalcompaniesinregulated • Expertise in commerce, technology,global strategy, operations industries andexecutiveleadership Biography: • Extensivetrack record of creating value, driving innovation and • FoundingPartnerofCenterviewCapitalTechnologyFund,a scaling large technology companies private investment firm, since July 2013 • BoardChairofInfoWorks,aportfoliocompanyofCenterview, Biography: since January 2019 • President and Chief Executive Officer of Nike, Inc., since • ServedontheBoardofDirectorsofCVSHealthCorporation January2020 fromMarch2006untilMay2022andservedasNon-Executive • President and Chief Executive Officer of ServiceNow, Inc., a BoardChairfromMarch2011untilMay2022 cloudcomputingcompany,fromApril2017toDecember2019 • LeadIndependentDirectoroftheBoardofMotorolaSolutions, Inc. (formerly Motorola, Inc.), a leading provider of business and • President and Chief Executive Officer of eBay Inc., from March mission-critical communicationproductsandservices for 2008toJuly2015,anddirectorofeBayInc.,fromJanuary2008 enterprise and governmentcustomers,fromMay2011untilhis to July 2015 retirement from that board in May 2015 • President, eBay Marketplaces, from March 2005 to January • Non-ExecutiveBoardChairofMotorola,Inc.,fromMay2008to 2008 January2011 • WorldwideManagingDirectorofBain&Company,fromJanuary • SeniorAdvisorandManagingDirectortoWarburgPincusLLC,a global private equity firm, from October 2006 to May 2008 2000toFebruary2005 • President and a director of AT&T Corporation, from November 2005toJanuary2006 • BoardChairandChiefExecutiveOfficerofAT&TCorporation, fromNovember2002toNovember2005 • President of AT&T Corporation, from 2000 to 2002, and the ChiefExecutiveOfficerofConcertCommunicationsServices,a formerglobalventurecreatedbyAT&TCorporationandBritish Telecommunicationsplc,from1999to2000 • ServedasaTrusteeforGeorgiaTechFoundation,Inc. 16 •2023ProxyStatement

PROPOSAL1:ELECTIONOFDIRECTORS Director Biographies BELINDAJ.JOHNSON ENRIQUELORES FormerChiefOperatingOfficerofAirbnb,Inc. President and CEO, HP Inc. INDEPENDENT INDEPENDENT PRO BoardCommittees: Directorsince: Age: BoardCommittees: Directorsince: Age: XY • ARC January 2017 56 • ARC June2021 57 S T A KeyQualificationsandExperience: KeyQualificationsandExperience: TEMENT Payments Technology Global Senior Technology Global Senior Business and Business Leadership and Business Leadership Development Innovation Innovation and Strategy Business Legal and Finance Consumer, Sales, Finance Consumer, Sales, ESG Talent Development Regulatory Marketing and Brand Marketing and Management and Strategy Management Brand Management ESG Talent Other Public Other Public Management Company Board Company Board Service Service ReasonsforNomination: ReasonsforNomination: PayPal benefits from Ms. Johnsons experience overseeing AsPresidentandCEOofHPInc.,Mr.Loresprovidesan legal, regulatory and government affairs and operational enhancedglobalperspectivebasedonhisinternational matters for innovative global technology companies. businessandleadershipexperience,aswellastechnology industry, product and operational expertise. OtherPublicCompanyBoards: OtherPublicCompanyBoards: • Airbnb, Inc. • HPInc. Experience,SkillsandQualificationsofParticularRelevanceto Experience,SkillsandQualificationsofParticularRelevanceto PayPal: PayPal: • Extensivelegal, regulatory and government relations expertise • Deepexperienceatthehighestlevelsoftheinformationand asapracticinglawyerandbusinessaffairsleadergainedover technologyindustrywithproductandoperationalexpertise twodecadesadvisinginnovativeanddisruptiveglobal • Provenleaderwithextensiveinternationalbusinessand technologycompanies leadership experience and global perspective • Significant strategic and operational experience with a global, Biography: consumer-facing,technologycompanygrowingatscale • President and Chief Executive Officer of HP Inc., an information Biography: technologycompany,sinceNovember2019 • ChiefOperatingOfficerofAirbnb,Inc., from February 2018to • President, Imaging and Printing Solutions, HP Inc., from March2020 November2015toOctober2019 • ChiefBusinessAffairs and Legal Officer of Airbnb, Inc., from • Spentover30yearsatTheHewlett-PackardCompanyin July 2015 to February 2018, having joined as General Counsel in several positions of increasing responsibility ranging from Vice December2011 President, Imaging & Printing Group, EMEA to Senior Vice • ServedinvariouspositionsatYahoo!Inc.,fromAugust1999 President & General Manager, Business Personal Systems and until her departure in August 2011, when she served as Senior thenSeparationLeader,from1989to2015 VicePresidentandDeputyGeneralCounsel •2023ProxyStatement 17

PROPOSAL1:ELECTIONOFDIRECTORS Director Biographies GAILJ.MCGOVERN DEBORAHM.MESSEMER President and Chief Executive Officer of the FormerMajorMarketManagingPartner AmericanRedCross at KPMG INDEPENDENT INDEPENDENT BoardCommittees: Directorsince: Age: BoardCommittees: Directorsince: Age: • Compensation June2015 71 • ARC(AuditCommittee January 2019 65 • Governance(Chair) Financial Expert) KeyQualificationsandExperience: KeyQualificationsandExperience: Technology Global CEO Business Financial Technology Global Senior and Business Experience Development Services and Business Leadership Innovation and Strategy Innovation Regulatory Finance Consumer, Sales, ESG Business Regulatory Finance and Consumer, Sales, Marketing and Brand Development Accounting Marketing and Brand Management and Strategy Management Talent Other Public ESG Talent Other Public Management Company Board Management Company Board Service Service ReasonsforNomination: ReasonsforNomination: Ms.McGovernbringsauniqueperspectivetotheBoardand BasedonherextensiveexperienceatKPMGforclientsin her role as Governance Chair based on her leadership industries including financial services and technology, Ms. experienceinregulatedindustriesandmission-driven Messemerprovidesstrongstrategicandfinanceexpertise, organizations, including through her current role as includingwithrespecttofinancialreportingandinternal President and CEOoftheAmericanRedCross. controls. OtherPublicCompanyBoards: OtherPublicCompanyBoards: • DTEEnergyCompany • AllogeneTherapeutics,Inc. Experience,SkillsandQualificationsofParticularRelevanceto • TPG,Inc PayPal: Experience,SkillsandQualificationsofParticularRelevance • Extensiveexecutiveexperienceinstrategicplanning,sales and to PayPal: marketing, customer relations and corporate finance • Morethan30yearsofexperienceinfinance,strategy,market • Strongexpertiseinregulatorymatters andgovernmentrelations development,regulation,governanceandoperations garneredthroughleadershippositionsinregulatedindustries • Strongleadershipandpeoplemanagementexperienceas • Brings a strong perspective from the academic and nonprofit ManagingPartnerofKPMGsBayAreaandNorthwestregion, worldsalignedwithPayPalsmissionandvision leading a team of over 3,000 employees Biography: • Extensiveexpertise in financial reporting, due diligence, mergersandacquisitionsandinternalcontrolsoverfinancial • President and Chief Executive Officer of the American Red reporting as Audit EngagementPartner or Senior Relationship Cross, a humanitarianorganization, since June 2008 Partner for companies in a variety of industries, including • Faculty memberattheHarvardBusinessSchool,from2002to financial services and technology 2008 Biography: • President of Fidelity Personal Investments, from 1998 to 2002 • Servedforover35yearsatKPMG,oneoftheworldsleading • ExecutiveVicePresident,ConsumerMarketsDivisionatAT&T professional services firms, first in the audit practice, then as Corporation, from 1997 to 1998 Audit EngagementPartnerorGlobalSeniorRelationshipPartner • ServesasatrusteeofTheJohnsHopkinsUniversitySchoolof for clients in a variety of industries, including financial services Medicine andtechnology.ShewasManagingPartnerofKPMGsBayArea andNorthwestregion,responsibleforleadingteamsin10 offices across all functions, from 2008 through her retirement in September2018 • ServedontheBoardofDirectorsofCarbon,Inc.,aprivately heldcompany 18 •2023ProxyStatement

PROPOSAL1:ELECTIONOFDIRECTORS Director Biographies DAVIDM.MOFFETT ANNM.SARNOFF FormerChiefExecutiveOfficerofFederal FormerBoardChairandChiefExecutiveOfficer HomeLoanMortgageCorp. of WarnerMediaStudios&NetworksGroup INDEPENDENT INDEPENDENT PRO BoardCommittees: Directorsince: Age: •ARC(Chair)(Audit June2015 71 BoardCommittees: Directorsince: Age: XY CommitteeFinancialExpert) •ARC June2017 61 S T A KeyQualificationsandExperience: KeyQualificationsandExperience: TEMENT Payments Global CEO Business Technology Global CEO Business Business Experience Development and Business Experience Development and Strategy Innovation and Strategy Regulatory and Finance and ESG Talent Regulatory Finance Consumer, Sales, Talent Governmental Accounting Management Marketing and Management Brand Management Other Public Other Public Company Board Company Board Service Service ReasonsforNomination: ReasonsforNomination: PayPal benefits from Mr. Moffetts significant leadership Ms.Sarnoffbringssubstantialexperiencecreating experienceinfinancialservices and his strong financial innovative partnerships and technology-focusedsolutions reporting, audit, risk and compliance, capital allocation and across platforms, as well as expertise in consumer M&AexpertiseisdirectlyrelevanttohisroleasARC engagementandglobalbusinessdevelopment. CommitteeChair. OtherPublicCompanyBoards: OtherPublicCompanyBoards: • CSXCorporation • None FormerPublicCompanyBoards: FormerPublicCompanyBoards: • GenworthFinancial,Inc.(December2012toMay2021) • HSN,Inc.(December2012toDecember2017) • FreddieMac(December2008toMarch2009) Experience,SkillsandQualificationsofParticularRelevance • eBayInc.(July2007toJuly2015) to PayPal: Experience,SkillsandQualificationsofParticularRelevance • Morethan30yearsofdiversifiedbusinessandmedia to PayPal: experiencethroughavarietyofexecutiveleadershiproles • Strongleadershipexperienceandextensiveglobalfinancial • Expertise in driving consumer engagementwithbrandsand managementandregulatoryexpertiseasaformerChief developinginnovativepartnerships ExecutiveOfficerandChiefFinancialOfficeroffinancial • Extensivetechnologyexperienceacrossmediaandplatforms services companies • Morethan30yearsofstrategicfinance,mergersand Biography: acquisitions, risk management and operational experience in • BoardChairandChiefExecutiveOfficerofWarnerMedia bankingandpaymentprocessing Studios&NetworksGroup,agloballeaderinentertainmentand Biography: consumerproducts,fromAugust2020toApril2022 • LeadIndependentDirectorofPayPal,fromJuly2015to • BoardChairandChiefExecutiveOfficerofWarnerBros. December2018 Entertainment,from August2019toAugust2020 • ChiefExecutiveOfficerofFederalHomeLoanMortgageCorp. • President of BBC Studios Americas, from August 2015 to August (“Freddie Mac”), from September 2008untilhis retirementin 2019 March2009,anddirectorofFreddieMac,fromDecember2008 • ChiefOperatingOfficerofBBCWorldwideNorthAmerica,from to March2009 2010toJuly2015 • ChiefFinancialOfficerof Star Banc Corporation, a bank holding • BoardChairofBritBox,ajointventuresubscriptionstreaming company,startingin1993.Duringhistenure,heplayedan service launchedinpartnershipwithITVinMarch2017 integral role in the acquisition of Firstar Corporation in 1998 and • ServesasvicechairoftheboardsofMcDonoughSchoolof later U.S. Bancorp in 2001. Mr. Moffett remained Chief Financial BusinessatGeorgetownandTheShed,servesasamemberof Officer of U.S. Bancorp until 2007 the boards of directors of Realm Media and WTA Ventures • ServesasaTrusteeforColumbiaThreadneedleMutualFunds andUniversityofOklahomaFoundationandasaconsultantto various financial services companies •2023ProxyStatement 19

PROPOSAL1:ELECTIONOFDIRECTORS Director Biographies DANIELH.SCHULMAN FRANKD.YEARY President and Chief Executive Officer of PayPal ManagingMemberatDarwinCapitalAdvisors, LLC INDEPENDENT BoardCommittees: Directorsince: Age: BoardCommittees: Directorsince: Age: • None July 2015 65 • ARC July 2015 59 KeyQualificationsandExperience: KeyQualificationsandExperience: Payments, Financial Technology Global CEO Financial Services Global Senior Business Services and and Business Experience Business Leadership Development FinTech Innovation and Strategy Business Legal, Regulatory Cybersecurity Finance and Regulatory and Finance and ESG Talent Development and Governmental and Information Accounting Governmental Accounting Management and Strategy Security Consumer, Sales, ESG Talent Other Public Other Public Marketing and Brand Management Company Company Board Management Board Service Service ReasonsforNomination: ReasonsforNomination: AsPayPalsCEO,Mr.Schulmanbringsdeepleadership Mr. Yeary brings deep financial acumen and global M&A experienceinpayments,financialservices, technology, expertise to the Board, as well as robust corporate regulatory and cybersecurity, as well as in-depth knowledge governanceexpertiseandastrongunderstandingof of the Company. investor perspectives. OtherPublicCompanyBoards: OtherPublicCompanyBoards: • VerizonCommunicationsInc. • Intel Corporation (Chair) FormerPublicCompanyBoards: • MobileyeGlobal,Inc. • NortonLifeLock(formerly knownas SymantecCorporation), Experience,SkillsandQualificationsofParticularRelevance BoardChair(January2013toDecember2019) to PayPal: • Flex Ltd. (June 2009 to August 2018) • Extensivecareer in investmentbankingandfinancewith financial strategy and global mergers and acquisitions Experience,SkillsandQualificationsofParticularRelevance expertise, including expertise in financial reporting, experience to PayPal: in assessing the efficacy of mergers and acquisitions with • Deepexpertiseinpayments,financialservices, mobile international companies on a global scale and experience technology,innovation,regulatory and cybersecurity matters attracting and retaining strong senior leaders • Leadershipexperienceandvisioningrowinglarge,complex • RoleasaViceChancellorandasChiefAdministrationOfficerof businesses alargepublicresearchuniversityprovidesstrategicand • Experiencetransformingfinancialservices whiledrivingcultural financial expertise changeandfosteringavalues-basedenvironmentthat • Extensiveexperienceincorporategovernanceandstockholder championsDIE&B engagement,includingasaco-founderofCamberView Biography: Partners, a financial advisory firm providing independent, investor-led advice to public companies and their boards • President and Chief Executive Officer of PayPal, since July 2015; servedasthePresidentandCEO-DesigneeofPayPal,from Biography: September2014toJuly2015 • ManagingMemberatDarwinCapitalAdvisors,LLC,aprivate • GroupPresident,EnterpriseGroupofAmericanExpress investmentfirm, since October 2018 and a Member since 2012 Company,fromAugust2010toAugust2014 • ExecutiveChairofCamberViewPartners,LLC,acorporate • President, Prepaid Group of Sprint Nextel Corporation, from advisory firm, from 2012 to 2018 November2009toAugust2010,whenSprintNextelacquired • ViceChancelloroftheUniversityofCalifornia,Berkeley, a Virgin Mobile, USA public university, from 2008 to 2012, where he led and implementedchangestotheuniversitysfinancialand operatingstrategy • Spent25yearsinthefinanceindustry,mostrecentlyas ManagingDirector,GlobalHeadofMergersandAcquisitions andasamemberoftheManagementCommitteeatCitigroup InvestmentBanking TheBoardandtheGovernanceCommitteebelievethatthecombinationofourdirectornomineesqualifications,skillsand experiencewillcontributetoaneffectiveBoardandthat,individuallyandcollectively,thedirectornomineeshavethe necessaryqualificationsto provideeffectiveoversightof the businessandqualityadviceandcounseltomanagement. THEBOARDRECOMMENDSAVOTEFOREACHOFTHEDIRECTORNOMINEES. 20 •2023ProxyStatement

CORPORATEGOVERNANCE CorporateGovernance CorporategovernanceatPayPalisdesignedtopromotethelong-terminterestsofourstockholders,strengthenBoardand PRO managementaccountability,overseeriskassessmentandmanagementstrategies,fosterresponsibledecision-makingand engenderpublictrust.Webelievethatstrongcorporategovernancepracticesthatprovidemeaningfulrightstoour XY stockholdersandensureBoardandmanagementaccountabilityareessentialtoourlong-termsuccess. S T A TEMENT BoardLeadership TheBoardsleadershipstructureisdesignedtopromoteBoardeffectivenessandtoappropriatelyallocateauthorityand responsibilitybetweentheBoardandmanagement.TheBoardbelievesthatseparatingtheChairandCEOpositions continuestobetheappropriateleadershipstructurefortheCompanyatthistime,asitprovidestheCompanyandthe BoardwithstrongleadershipandindependentoversightofmanagementandallowstheCEOtofocusprimarilyonthe managementandoperationofourbusiness.FactorsthattheBoardconsidersinreviewingitsleadershipstructureand makingthisdeterminationinclude,butarenotlimitedto,thecurrentcompositionoftheBoard,thepoliciesandpracticesin placetoprovideindependentBoardoversightofmanagement,theCompanyscircumstancesandtheviewsofour stockholdersandotherstakeholders.ChangesintheBoardsleadershipstructurewillbereflectedonourwebsiteshortly after becomingeffectiveanddisclosedincompliancewithapplicableregulatoryrequirements. IndependentChair JOHNJ.DONAHOE Mr. DonahoehasservedastheBoardChairsincePayPalbecameanindependentpubliccompanyinJuly2015. The Board has concluded that Mr. Donahoe is an independent director under the listing standards of the Nasdaq Global Select Market(“Nasdaq”)andtheGovernanceGuidelines. Mr. Donahoe possesses extensive industry experience and deep knowledge of PayPals operations, serves as a trusted advisor to managementandeffectivelyleadsadynamicandcollaborativeBoard. RobustIndependentChairResponsibilities • Calls meetings of the Board and independentdirectors • Sets the agenda for Board meetings in consultation with other directors and the CEO • Provides managementwithinputastothequality,quantityandtimelinessoftheflowofinformationthatisnecessaryforthe independentdirectorstoeffectivelyandresponsiblyperformtheirduties • Chairs executive sessions of the independentdirectors • ActsasaliaisonbetweentheindependentdirectorsandtheCEOonsensitiveissues • LeadstheBoardsannualCEOperformanceevaluation • LeadstheBoardsreviewoftheresultsoftheannualself-evaluationprocess,includingactingondirectorfeedbackasneeded • Engagesandconsultswithmajorstockholdersandotherconstituencies,whereappropriate •2023ProxyStatement 21

CORPORATEGOVERNANCE Director Independence DirectorIndependence UndertheNasdaqlistingstandardsandourGovernanceGuidelines,theBoardmustconsistofamajorityofindependent directors. Annually, each director completesa questionnairedesignedto assistthe Boardin determiningwhetherthe director is independent,and whethermembersoftheARCCommitteeandtheCompensationCommitteesatisfyadditional SecuritiesandExchangeCommission(“SEC”)andNasdaqindependencerequirements.TheBoardhasadoptedguidelines setting forth certain categories of transactions,relationships and arrangementsthat it has deemed immaterial for purposes of determiningindependence. BasedonthereviewandrecommendationbytheGovernanceCommittee,theBoardanalyzedtheindependenceofeach director and has determinedthat Mses.Johnson,McGovern,MessemerandSarnoffandMessrs.Adkins,Christodoro, Donahoe,Dorman,Lores,MoffettandYearymeetthestandardsofindependenceundertheNasdaqlistingstandardsand theGovernanceGuidelines,includingthateachdirectorisfreeofanyrelationshipthatwouldinterferewiththeirindividual exerciseof independentjudgment. OurGovernanceGuidelinesprohibitCompanydirectorsfromservingasadirectororasanofficerofanothercompanythat maycauseasignificantconflictofinterest.OurGovernanceGuidelinesalsoprovidethatanydirectorwhohaspreviously beendeterminedtobeindependentmustinformtheBoardChairandourCorporateSecretaryofanysignificantchangein personalcircumstancesthatmaycausetheirstatusasanindependentdirectortochange,includingachangeinprincipal occupation,changeinprofessionalrolesandresponsibilities,statusasamemberoftheboardofanotherpubliccompany or retirement, in each case including changesthat may affect the continuedappropriatenessof Boardor committee membership.Insuchsituations,theGovernanceCommitteemakesarecommendationtotheBoardonthecontinued appropriatenessofsuchdirectorsBoardorcommitteemembership(s). BoardCommittees TheBoardhasthreeprincipalstandingcommittees:theARCCommittee,theCompensationCommitteeandthe GovernanceCommittee.Eachcommitteehasawrittencharterthataddresses,amongothermatters,thecommittees purposesandpolicy,compositionandorganization,dutiesandresponsibilitiesandmeetings.Thecommitteechartersare available in the governancesectionof our InvestorRelationswebsiteat https://investor.pypl.com/governance. Each charter permitstheapplicablecommittee,initsdiscretion,todelegatealloraportionofitsdutiesandresponsibilitiestoa subcommitteeoranymemberofthecommittee.Subjecttoapplicablelaw,listingstandardsandthetermsofitscharter, theCompensationCommitteealsomaydelegatedutiesandresponsibilitiestoanyofficer(s)oftheCompany. 22 •2023ProxyStatement

CORPORATEGOVERNANCE BoardCommittees BelowisadescriptionofeachprincipalcommitteeoftheBoard. ARCCommittee PRO DAVIDM.MOFFETT XY Chair CommitteeMeetingsin2022:12 S T A OtherMembers: PrimaryResponsibilities TEMENT Provide assistance and guidanceto the Board in fulfilling its oversight responsibilities with respect to: • PayPals corporate accountingand financialreporting practices and the audit of PayPals financial statements; • Theindependentauditors,includingtheirqualificationsandindependence; RodneyC.Adkins • TheperformanceofPayPalsinternalauditfunctionandindependentauditor; • Thequalityandintegrityof PayPals financial statements and reports; • PayPals overall risk framework and risk appetite framework, including risks associated with cybersecurity, informationsecurity and privacy; and BelindaJ. Johnson • PayPals compliancewithlegal andregulatoryobligations. TheARCCommitteeisalsoresponsibleforreviewingandapprovingallauditengagementfeesandterms, aswellasallnon-auditengagements,withtheindependentauditorandproducingtheAuditCommittee Reportfor inclusion in our proxy statement. Independence EnriqueLores TheBoardhasdeterminedthateachmemberoftheARCCommitteemeetstheindependence requirementsofNasdaqandtheSECandotherwisesatisfiestherequirementsforauditcommitteeservice imposedbytheSecuritiesExchangeActof1934,asamended(the“ExchangeAct”). TheBoardhasalsodeterminedthateachmemberoftheARCCommitteeisfinanciallyliterate,andthat Mr. Moffett and Ms. Messemer satisfy the requirements for an “audit committee financial expert” set forth in DeborahM. the SECrules. Messemer RecentActivities&FocusAreas • Evaluatedthequalityandintegrityof the Companysfinancialstatementsandreports, theeffectivenessof internal accounting and financial reporting controls and the results of the annual audit. AnnM.Sarnoff • EngagedregularlywithourChiefRiskandComplianceOfficeronkeyandemergingrisksfacingthe Company,includingcybersecurityandgeopoliticalandmacroeconomicinstability. • Invited internal and external experts to discuss evolving risks and trends pertinent to the Company, includingcybersecurityandgovernmentregulation. FrankD.Yeary •2023ProxyStatement 23

CORPORATEGOVERNANCE BoardCommittees CompensationCommittee DAVIDW.DORMAN Chair CommitteeMeetingsin2022:7 OtherMembers: PrimaryResponsibilities • Reviewandapprovetheoverallstrategyforemployeecompensationandallcompensationprograms applicable to executive officers and non-employee directors; • AnnuallyreviewandapprovecorporategoalsandobjectivesrelevanttothecompensationoftheCEO andevaluatetheCEOsperformance; Jonathan • Review,determineandapprovethecompensationfortheCEOandourotherexecutiveofficers; Christodoro • ReviewanddiscusstheCompensationDiscussionandAnalysiscontainedinourproxystatementand preparetheCompensationCommitteeReportforinclusioninourproxystatementandourAnnualReport onForm10-K; • OverseeandmonitortheCompanysstrategiesandresponsibilitiesrelatedtohumancapital management,includingDIE&B,payequityeffortsandcorporateculture; Gail J. McGovern • Reviewandapprove,andoverseeandmonitorcompliancewith,policieswithrespecttotherecoveryor “clawback”ofcompensation; • Reviewandconsidertheresultsofanyadvisorystockholdervotesonnamedexecutiveofficer compensation;and • OverseeandmonitorcompliancewiththeCompanysstockownershipguidelinesapplicableto non-employeedirectorsandexecutiveofficers. Independence TheBoardhasdeterminedthateachmemberoftheCompensationCommitteemeetstheindependence requirementsofNasdaqandtheSEC.Additionally,theCompensationCommitteeassessesonanannual basis the independenceofitscompensationconsultantandothercompensationadvisers.Additional informationregardingtherole of the CompensationCommitteeincompensationmatters,includingtherole of consultants, is provided in the Compensation Discussion and Analysis section of this proxy statement. CompensationCommitteeInterlocksandInsiderParticipation NoneofthemembersoftheCompensationCommitteeisorhasbeenanemployeeofPayPal.Noneofour executiveofficers served on the board of directors or compensation committee of another entity that has anexecutiveofficerservingontheBoardortheCompensationCommittee. RecentActivities&FocusAreas • OversawtheCompanyslaunchoftheLeadershipPrinciplesandenhancementstoourtalentmanagement strategies. • Advisedmanagementoncompensationconsiderationswithrespecttoexecutiveleadershiptransitions. • Supportedcompensationprogramsfocusedonpromotingemployeewellnessandretentionstrategies. 24 •2023ProxyStatement

CORPORATEGOVERNANCE BoardCommittees GovernanceCommittee GAILJ.MCGOVERN PRO Chair CommitteeMeetingsin2022:4 XY S T A OtherMembers: PrimaryResponsibilities TEMENT • MakerecommendationstotheBoardastotheappropriatesizeoftheBoardoranyBoardcommittee; • Identify individuals believed to be qualified to become Board members; • MakerecommendationstotheBoardonpotentialBoardandBoardcommitteemembers,whetherasa result of any vacancy or as part of the annual election cycle, taking into consideration the criteria set forth RodneyC.Adkins in the “Board Member Criteria” and “GuidingPrinciples for Board Development and Succession”sections of the GovernanceGuidelines; • Reviewand,ifnecessary,update,ourGovernanceGuidelinesatleastannually; • Establish procedures to exercise oversight of the evaluation of the Board; • Exercise general oversight of the Companys managementof topics related to ESG matters, including Jonathan overall ESG strategy, risk and opportunities, stakeholder engagement and reporting programs, initiatives Christodoro in social innovation and environmental sustainability and the Companys Global Impact Report; and • Reviewanddiscusswithmanagement,atleastannually,PayPalsoverallapproachto,andguidelines andpoliciesfor, political activities and expenditures to ensure consistency with PayPals business objectives and public policy priorities. Independence DavidW.Dorman TheBoardhasdeterminedthateachmemberoftheGovernanceCommitteemeetstheindependence requirementsofNasdaq. RecentActivities&FocusAreas • Stayedinformedonfeedbackfrominvestoroutreachprogramandcorporategovernancedevelopments. • ReviewedtheCompanysmedium-termESGstrategyandannualpoliticalexpenditures. • Assessedthequalificationsandindependenceofdirectornominees. •2023ProxyStatement 25

CORPORATEGOVERNANCE BoardOversight BoardOversight TheBoardisresponsibleforprovidingadviceandoversightofPayPalsstrategicandoperationaldirectionandoverseeing its executive managementtosupportthelong-terminterestsoftheCompanyanditsstockholders. Board of Directors ARC Committee Compensation Committee Governance Committee • Oversees the Companys risk • Oversees the Companys • Oversees and reviews the risks and compliance management compensation policies, plans associated with our overall program, including risks and programs and regulatory corporate governance framework associated with privacy and compliance • Exercises focused oversight of cybersecurity matters • Oversees strategies and PayPals management of ESG, • Oversees financial reporting responsibilities related to including overall ESG strategy, risks • Maintains an appropriate human capital (global talent) and opportunities, stakeholder relationship with the external management, including DIE&B, engagement and programs and auditor pay equity efforts and corporate initiatives in social innovation and culture environmental sustainability • Monitors internal controls • Oversees executive succession • Oversees political activities planning and expenditures Management Management regularly reviews and discusses with the ARC Committee the overall effectiveness of, and ongoing enhancements to, the Enterprise Risk and Compliance Management (“ERCM”) Program. Enterprise Risk Management Committee Oversees the implementation and execution of the ERCM Program, which sets the Companys programmatic approach to identifying, measuring, managing, monitoring and reporting key risks facing the Company. StrategicOversight OneoftheBoardsprimaryresponsibilitiesisoverseeingmanagementsestablishmentandexecutionoftheCompanys strategy. The Board works with managementtorespondtothedynamic,competitiveenvironmentinwhichPayPal operates.Atleastquarterly,the CEOandexecutivemanagementprovidedetailedbusinessandstrategyupdatestothe Board,andatleastannually,theBoardconductsanin-depthreviewoftheCompanysoverallstrategy.Inthesemeetings, theBoardengageswithexecutivemanagementandotherbusinessleadersregarding: • businessobjectives; • the competitivelandscape; • the Companysbudget,capitalallocationplanandfinancialandoperatingperformance; • productandtechnologyupdates; • potential acquisitions, strategic investments and partnerships; • informationsecurityanddataprivacy; • risk managementandcompliancereviews;and • other special topics. TheBoardlookstotheexpertiseofitscommitteestoinformstrategicoversightintheirareasofresponsibility. 26 •2023ProxyStatement

CORPORATEGOVERNANCE BoardOversight RiskOversight PayPaloperatesinmorethan200marketsgloballyinarapidlyevolvingenvironmentcharacterizedbyaheightened regulatoryfocusonallaspectsofthepaymentsindustry.Accordingly,ourbusinessissubjecttotherisksinherentinthe paymentsindustrygenerally.Asoundriskmanagementandoversightprogramiscriticaltothesuccessfuloperationofour PRO businessandtheprotectionofourCompany,customers,employeesandotherstakeholders.Managementisresponsible for assessingandmanagingriskandviewsitasatoppriority.TheBoardisresponsibleforoverallriskassessmentand XY S managementoversightandexecutesitsresponsibilityasagroupandthroughitscommittees,whichreportatleast T A quarterly to the full Board. The Board and its Committees consult with external advisors, including outside counsel, TEMENT consultants,auditorsandindustryexperts,to helpensurethattheyarewellinformedabouttherisksandopportunities pertinentto the Company. In addition to their ongoing oversight responsibilities,throughout 2022, the Board and its committeesregularly reviewed anddiscussedwithmanagementtheimplicationsofgeopoliticalinstability(includingtheRussiaandUkraineconflict), supplychainshortages,higherinflationandrisinginterestrates,macroeconomicuncertaintyandthecontinuedimpactof theCOVID-19pandemic.Aspartofthesereviews,theBoardconsideredmanagementsongoingstrategiesandinitiatives to respondtoandmitigatetheadverseeffectsofgeopoliticalinstability,macroeconomicconditionsandthecontinued effects of the pandemic. ARCCommittee TheARCCommitteeisprimarilyresponsiblefortheoversightoftheCompanysriskframeworkandreportstothefullBoard onthefollowingmattersonaregularbasis: Financial and Audit Risk: Meets with the independentauditor, Chief Financial Officer, Chief AccountingOfficer and other membersofthemanagementteamquarterlyandasneeded,includinginexecutivesessions,toreviewthefollowing: • quality and integrity of the Companys financial statementsand reports; • accountingandfinancialreportingpractices; • disclosurecontrolsandprocedures; • audit of the Companysfinancialstatements; • selection, qualifications, independenceand performanceof the independentauditors;and • effect of regulatory and accountinginitiatives and applicationof new accountingstandards. Enterprise-WideRiskandCompliance:PeriodicallyreviewsandapprovestheframeworkfortheERCMProgramandother keyrisk managementpolicies.MeetswiththeChiefRiskandComplianceOfficer,quarterlyandasneeded,includingin executivesessions,toreviewanddiscussthefollowing: • the Companysoverallriskframeworkandriskappetiteframework,includingpoliciesandpracticesestablishedby managementtoidentify,assess,measureandmanagekeycurrentandemergingrisksfacingtheCompany,including regulatoryandfinancialcrimescompliance,technology(includingcybersecurity,informationsecurityandprivacy), operational,portfolio, capital, strategic, extended enterprise,third-party and reputational risks; • compliancerisks,thelevelofcompliancerisk,managementactionsonsignificantcompliancemattersandreports concerningtheCompanyscompliancewithapplicablelawsandregulations;and • periodicreportsfromtheChiefRiskandComplianceOfficerandothermembersofmanagementregardingongoing enhancementsto,andoveralleffectivenessof,theCompanysriskmanagementprogram,includingactionstakenby managementtoaddressrisks,theprogressofkeyriskinitiativesandtheimplementationofriskmanagement enhancements. Internal Audit: Meets with the Vice President,Internal Audit, quarterly and as needed, including in executive sessions, to discusstheperformanceoftheCompanysinternalauditfunctionandtheindependentauditor.Reviewsandapprovesthe annualrisk-basedauditplanandanysignificantchangestosuchplan. LegalandRegulatory:MeetswiththeGeneralCounselandtheChiefRiskandComplianceOfficer,quarterlyandas needed,includinginexecutivesessions,toreviewsignificantlegal,regulatoryorcompliancemattersthatcouldhavea material impactonourfinancialstatements,businessorcompliancepolicies. CompensationCommittee TheCompensationCommitteeisprimarilyresponsibleforthefollowingareasandreportstothefullBoardonthesematters onaregularbasis: • overseesandreviewstherisksassociatedwithourcompensationpolicies,plansandprograms; • overseesregulatorycompliancewithrespecttocompensationmatters; •2023ProxyStatement 27

CORPORATEGOVERNANCE BoardOversight • overseesandmonitorstheCompanysstrategiesrelatedtotalentmanagement,includingtherecruitmentandretentionof keytalent, pay equity, corporate culture, DIE&B and other key human capital management programs and initiatives; and • overseesexecutivesuccessionplanning. GovernanceCommittee TheGovernanceCommitteeisprimarilyresponsibleforthefollowingareasandreportstothefullBoardonthesematters onaregularbasis: • overseesandreviewstherisksassociatedwithouroverallcorporategovernanceframework,principles,policiesand practices; • overseesESGmattersgenerally,includingoverallESGstrategy,risksandopportunities,stakeholderengagementand reporting, programsandinitiativesin social innovationand environmentalsustainabilityand the Companysannual GlobalImpactReport;and • overseespoliticalactivitiesand expenditures. ManagementsRiskandComplianceFramework ManagementregularlyreviewsanddiscusseswiththeARCCommitteetheoveralleffectivenessof,andongoing enhancementsto,theERCMProgram. Managements Risk and Compliance Framework Managements risk and compliance framework is designed to enable the ARC Committee to effectively oversee the Companys risk management practices and capabilities. • The Companys risk management committees, including the Enterprise Risk Management Committee (“ERM Committee”), oversee the implementation and execution of the ERCM Program. • The ERM Committee is the highest-level risk management committee, is co-chaired by PayPals Chief Risk and Compliance Ofcer and Chief Enterprise Services Ofcer and reviews periodic reports from management regarding the effectiveness of the ERCM Program. • The ERCM Programs objectives are to identify, measure, manage, monitor and report key risk factors facing our Company including: — Financial crime and regulatory compliance risk — Technology, cybersecurity and privacy risk — Operational, portfolio and capital risk — Strategic, reputational and third-party risk • Key ESG considerations are integrated into our ERCM Program and emerging ESG trends are regularly reported to a subcommittee of the ERM Committee. Effectively managing privacy and cybersecurity risks is paramount and an integral component of the ERCM Program Our Global Privacy Program is based on eight data Our Information Security Program is designed to management principles, including choice and enable robust cybersecurity management across our consent, notice and transparency, security and data lifecycle global enterprise and support the Company in identifying, management, that serve as the basis for enterprise-wide protecting, detecting, responding to and recovering from standards, programs and trainings. cybersecurity threats. —Our Global Privacy and Data Management Team, led by our —The risk-driven program, led by our Chief Information Security Chief Privacy Officer and Global Head of Data Management, Officer, is ISO 27001 certified and aligned with other industry collaborates with dedicated teams integrated throughout our frameworks and best practices. business to foster a “Data Hygiene by Default” and “Privacy by —We institute 24/7 monitoring and measurement through our Design” culture throughout the Company. PayPal Command Center and PayPal Cyber Defense Center, —This includes mandatory employee and contractor training and require employee and contractor training and promote regular education, issue management and privacy risk assessments. cybersecurity awareness and educational programs for our employees, customers and broader ecosystem. 28 •2023ProxyStatement

CORPORATEGOVERNANCE ExecutiveSuccessionPlanning ExecutiveSuccessionPlanning TheBoardrecognizestheimportanceofeffectiveexecutiveleadershiptoPayPalssuccessandreviewsexecutive successionplanningatleastannually.Aspartofthisprocess,theBoardreviewsanddiscussesthecapabilitiesofour executivemanagement,aswellassuccessionplanningandpotentialsuccessorsfortheCEOandourotherexecutive PRO officers. The process includes considerationof organizationaland operationalneeds,competitivechallenges,leadership/ XY managementpotentialanddevelopmentandemergencysituations. S T A In 2022, we wereproudtowelcomenewleaders,includingArchieDeskus,BlakeJorgensenandJohnKim,tooursenior TEMENT leadershipteam.InlightofMr.SchulmansannouncedintentiontoretirefromPayPalasPresidentandCEOatyear-end,the BoardhasformedaCEOsearchcommitteeandretainedasearchfirmtohelpidentifyMr.Schulmanssuccessor. DirectorOrientationandContinuingEducation UponjoiningtheBoard,directorsparticipateinarobustorientationprogramtohelpensurethattheyhavethetools, resourcesandknowledgetoprovideeffectiveoversightoftheCompanyandmanagement.Ourdirectororientation programfamiliarizesnewdirectorswiththeCompanysbusiness,strategy,operationsandculture,amongotherareas,and assists them in developingthe skills and knowledgerequiredto serveon the BoardandanyassignedBoardcommittees. Newdirectorsmeetwithmembersofourexecutiveleadershipteamandotherkeyleaderstogainadeeperunderstanding of the Companysbusinessandoperations.Directorsregularlyengage,formallyandinformally,withotherdirectorsand senior leadersto share ideas, build stronger working relationships,gain broader perspectivesand strengthentheir working knowledgeoftheCompanysbusinessandstrategies.Fromtimetotime,managementprovides,orinvitesoutsideexperts to provide, educationalbriefingsto the Board on business,corporategovernance,regulatoryandcompliancemattersand othertopicstohelpenhanceskillsandknowledgerelevanttotheirserviceasaPayPaldirector.Inaddition,directorsare encouragedtoattendaccrediteddirectoreducationprogramsattheCompanysexpense. BoardandCommitteeEvaluations OurBoardiscommittedtocontinuouscorporategovernanceimprovement,andtheBoardandcommitteeself-evaluations play a critical role in ensuring the overall effectiveness of our Board and each committee. The Board and its principal committeesperformanannualself-evaluationtoassesstheirperformanceandeffectivenessandtoidentifyopportunities to improve.Asappropriate,theself-evaluationsresultin updatesor changestoourpracticesaswellascommitmentsto continueexistingpracticesthatourdirectorsbelievecontributepositivelyto theeffectivefunctioningof our Boardandits committees.TheGovernanceCommitteeannuallyreviewstheself-evaluationprocesstoensureitisoperatingeffectively. Complete Participate in One- Review Incorporate Questionnaire on-One Interview Responses Feedback Each director completes A one-on-one interview The questionnaires Feedback from the a written questionnaire is conducted with and anonymized evaluations informs that addresses strategic each director to interview responses are Board and committee oversight, Board/ review the Boards reviewed with the full enhancements. committee structure and its committees Board, and committee and composition performance over the self-evaluations are and interactions with, prior year and identify reviewed by each and evaluation of, opportunities to improve committee, in each management and Board Board effectiveness case in executive processes. going forward. session. •2023ProxyStatement 29

CORPORATEGOVERNANCE BoardandCommitteeMeetingsandAttendance BoardandCommitteeMeetingsandAttendance OurBoardtypicallyholdsatleastfourregularlyscheduledmeetingseachyear,inadditiontospecialmeetingsscheduled asappropriate.AteachregularlyscheduledBoardmeeting,amemberofeachprincipalBoardcommitteereportsonany significant matters addressedby the committeesincethelastregularmeeting,andtheindependentdirectorshavethe opportunityto meetinexecutivesessionwithoutmanagementortheotherdirectorspresent.TheBoardexpectsthatits memberswillrigorouslypreparefor,attendandparticipateinallBoardandapplicableBoardcommitteemeetings. OurBoardmet12timesduring2022.Eachdirectornomineewhoservedin2022attendedatleast75%ofallourBoard meetingsandmeetingsoftheBoardcommitteesonwhichtheyserved. All directors are encouragedto attendthe Annual Meeting.Last year, all directorsserving at the time of our 2022 Annual MeetingofStockholdersattendedthatmeeting. OutsideAdvisors TheBoardmayretainoutsidelegal,financialorotheradvisorsasitdeemsnecessaryorappropriateattheCompanys expenseandwithoutobtainingmanagementsconsent.EachprincipalBoardcommitteemayalsoretainoutsidelegal, financial or other advisors as it deems necessary,at the Companysexpenseand withoutobtainingthe Boardsor managementsconsent. 30 •2023ProxyStatement

CORPORATEGOVERNANCE StockholderEngagement StockholderEngagement Werecognizethevalueofarobuststockholderoutreachprogram.Weengageinregular,constructivedialoguewithour stockholders on matters relevant to our business, including corporate governance, ESG issues and executive compensation, sowecanbetterunderstandtheirviewsandinterestsandshareourperspectivesontheseimportantsubjects. PRO In addition to the outreach conductedin the weeksleadingup to our 2022AnnualMeetingof Stockholders,wealso XY reachedouttoourinvestorstosolicitfeedbackfollowingthatmeeting.In2022,wecontactedinvestorsrepresenting S T A approximately52%ofourcommonstock,andholdersofapproximately25%ofourcommonstockengagedwithus.As TEMENT part of this engagement,weconductedanESG-focusedinvestorperceptionsurveytounderstandhowinvestorsevaluate ESGfactorsintheirdecision-making,PayPalsapproachtoESGandassociatednon-financialreportingandour communicationsandengagementstrategy.WeconsideredthisfeedbackaspartoftheannualreviewofourESG significanceassessmentandourannualdisclosures. SPRING Host Annual Meeting • Engage in pre-Annual Meeting stockholder outreach to understand stockholder views on proxy matters, respond to questions and solicit support for Board recommendations • Hold virtual Annual Meeting • Post Annual Meeting Q&A on our Investor Relations website following the Annual Meeting WINTER SUMMER Assess Stockholder Consider Meeting Results Feedback • Discuss Annual Meeting voting • Review stockholder feedback results with the Board and Board with relevant Committees and committees, as appropriate the Board, as appropriate • Plan stockholder outreach • Consider enhancements to campaign for targeted and the Companys corporate responsive engagement and governance, ESG and executive prioritize focus areas compensation practices and disclosures FALL Conduct Stockholder Outreach • Engage in comprehensive stockholder outreach to gather feedback following the Annual Meeting • Discuss developments in the Companys business and strategy, Board composition, corporate governance, ESG and executive compensation • Explore new and emerging topics of interest •2023ProxyStatement 31

CORPORATEGOVERNANCE StockholderEngagement Thetablebelowprovidesanoverviewofthekeytopics,areasofstockholderfocusandmanagementsresponsescovered duringour2022andearly2023stockholderoutreachmeetings. KeyTopic AreaofStockholderFocus HowWeResponded BoardCompositionand • Boarddiversity,skills and refreshment; • Since2017,wehaveaddedfivediversedirectorstotheBoard, SuccessionPlanning boardandexecutivesuccessionplanning eachofwhompossessastrongmixofskills,qualifications, backgroundsandexperienceandhascontributedtoand enhancedtheoveralleffectivenessoftheBoard. • TheGovernanceCommitteeregularlyoverseesandplansfor director succession and Board refreshment,andthefull Board overseesexecutivesuccessionplanning.TheBoardreviews executivesuccessionplanningatleastannually. Risk Managementand • BoardandARCCommitteeriskoversight; • TheBoardiscommittedtorobustandeffectiveoversightofour Oversight governancestructureandprogram ERCMProgram.EachoftheBoardcommitteeshasoversight managementofcybersecurity,data responsibility for clearly defined risks outlined in each of their privacy and data management; respectivecommitteecharters.TheARCCommitteeoversees responsibleAIpractices; administrationof andreviewsouroverallriskmanagementframeworkand user policies reports to the full Board on risk matters, including cybersecurity anddataprivacy,onaregularbasis. • Wediscussedourcommitmenttopreservingtheintegrityofour platform and to ensuring the safety, security and privacy of our customersandothers. • Managingkeyrisks,includingcybersecurityanddataprivacy,is avital componentofourenterprise-wideERCMProgramand includesoversightandmanagementbyourChiefInformation Security Officer and Chief Privacy Officer. • Wefocusonintegratingappropriatedatamanagementand security controls across our business, conduct privacy impact assessments,certify our informationsecurity management systemtoISO27001andrequiremandatoryemployeeand contractor training. ExecutiveCompensation • Performancemetricsincompensation • TheCompensationCommitteeevaluatestheappropriateness program;incorporationofESG of the Companyscompensation-relatedperformancemetrics considerations,includingDIE&B at least annually, taking into consideration the Companys considerations,into executive overall strategy and stockholder feedback. compensation • Wecontinuedourmulti-yearprocesstoincorporateDIE&B considerationsintoourexecutivecompensationprogram,and assessedtheactionstakenbyourleadersintendedtodrive measurableoutcomesovertime,includingincreasingthe representationof womenandminoritieswithinourleadership andgeneralemployeepopulation.For2022,theCompanys near-termfocuswasonstrengtheningthefoundationforamore inclusive and diverse culture, including by evaluating our senior leaders actions to promote DIE&B across the organizationand throughoutthefull employeelifecycle. ESGMatters • BoardoversightofESGstrategy;climate • Wecontinuedtoenhanceournon-financialreportingeffortsand changestrategyandreportingunder alignedourESGdisclosureswithestablishedframeworks, establishedframeworks;financialinclusion includingIFRSFoundationsSustainabilityAccounting initiatives; employee wellness; global StandardsBoard(“SASB”)standardsandTaskForceon talent and DIE&B strategies Climate-RelatedFinancialDisclosures(“TCFD”) recommendations. • Wemadeprogressonour2025science-basedtargetsto reduceourgreenhousegasemissionsandencourageclimate actions across our supply chain, important steps toward our long-termgoaltoreachnet-zeroGHGemissionsby2040. • Discussedourapproachtoglobaltalentmanagementinan evolvingworkplace,includingourfocusonpromotingaculture of flexibility and community, enhancementsto our employee total wellness initiatives and intersections of our global talent andDIE&Bstrategies. 32 •2023ProxyStatement

CORPORATEGOVERNANCE CorporateGovernanceDocuments CorporateGovernanceDocuments CodeofBusinessConductandEthics Ourcredibilityandreputationdependuponthegoodjudgment,ethicalstandardsandpersonalintegrityofeachdirector, PRO executiveofficerandemployee.PayPalsCodeofBusinessConductandEthics(“CodeofConduct”)requiresthatour directors, executive officers and all other employees disclose actual or potential conflicts of interest and recuse XY S themselvesfromrelateddecisions.Directors,executiveofficersandotheremployeesareexpectedtoavoidanyactivity T A that is or has the appearanceof being a conflict of interest with the Company. This includes refraining from engaging in TEMENT activities that compete with, or are adverse to, the Company, or that interfere with the proper performanceof an individuals duties or responsibilitiesto the Company. In addition, our Code of Conduct prohibits the use of confidentialcompany information, companyassetsorpositionattheCompanyforpersonalgain. WeregularlyreviewourCodeofConductandrelatedpoliciestoensurethattheyprovideclearguidance.Additionally,to foster a strong culture of complianceand ethics, we conductlocal outreachand awarenesssessions,as well as annual risk andcompliancetrainingforallemployeesandcontractors,whichcoversareassuchasourCodeofConduct,anti-money laundering,informationprotectionawareness,dataprivacy,safetyandsecurityandsexualharassmentprevention.In addition, upon joining PayPal and annually thereafter,our employeesmust certify that they understandand will comply with ourCodeofConduct.In2022,PayPalachieved100%completionforitsannualriskandcompliancetrainingfortheseventh consecutiveyear. ConcernsaboutaccountingorauditingmattersorpossibleviolationsofourCodeofConductshouldbereportedunder theproceduresoutlinedinourCodeofConduct.WealsoprovideaglobalIntegrityHelpline,whichisavailable24hoursa day, sevendaysaweekinmultiplelanguages.ReportstotheIntegrityHelplineareconfidentialandcanbemade anonymously. GovernanceGuidelinesoftheBoardofDirectors TheBoardhasadoptedGovernanceGuidelinestoserveasaframeworktoaidtheBoardineffectivelyconductingits business.TheGovernanceGuidelinescovermanyofthepoliciesandpracticesdiscussedinthisproxystatement, includingBoardmembercriteria,Boardcomposition,leadership,developmentandsuccession,expectationsformeeting attendanceandtherolesoftheBoardsstandingcommittees.TheGovernanceCommitteereviewstheGovernance GuidelineseachyearandrecommendschangestotheBoardforconsiderationandapprovalasnecessaryorappropriate in responsetochangingregulatoryrequirements,evolvingbestpracticesandotherconsiderations. WheretoFindOurGovernanceDocuments OurGovernanceGuidelines,chartersofourprincipalBoardcommittees,ourCodeofConductandotherkeycorporate governancedocumentsandmaterialsareavailableonthegovernancesectionofourInvestorRelationswebsiteat https://investor.pypl.com/governance/governance-overview/. RelatedPersonTransactions TheBoardhasadoptedawrittenpolicygoverningthereviewandapprovalofrelatedpersontransactions.Thepolicy, whichisadministeredbytheARCCommittee,appliestoanytransactionorseriesoftransactionsinwhich(1)theCompany or its consolidatedsubsidiaryis a participant,(2) the amount involved is or is reasonably expectedto be more than $120,000and(3)arelatedpersonunderthepolicyhasadirectorindirectmaterialinterest.Thepolicydefinesa“related person”toincludedirectors,directornominees,executiveofficers,beneficialownersofmorethan5%ofPayPals outstandingcommonstockoranimmediatefamilymemberofanyofthesepersons. Underthepolicy,transactionsrequiringreviewarereferredtotheARCCommitteeforpre-approval,ratificationorother action. ManagementwillprovidetheARCCommitteewithadescriptionofanyrelated-persontransactionproposedtobe approvedorratified,includingthetermsofthetransaction,thebusinesspurposeofthetransactionandthebenefitsto PayPalandtotherelevantrelatedperson.Indeterminingwhethertoapproveorratifyarelated-persontransaction,theARC Committeewillconsiderthefollowingfactors: • whetherthetermsofthetransactionarefairtotheCompany,andatleastasfavorabletotheCompanyastheywouldbe if the transaction did not involve a related person; • whethertherearedemonstrablebusinessreasonsfortheCompanytoenterintothetransaction; •2023ProxyStatement 33

CORPORATEGOVERNANCE RelatedPersonTransactions • whetherthetransactionwouldimpairtheindependenceofanoutsidedirectorundertheCompanysdirector independencestandards;and • whetherthetransactionwouldpresentanimproperconflictofinterestforanydirectororexecutiveofficer,takinginto accountthesizeofthetransaction,theoverallfinancialpositionof therelatedperson,thedirectorindirectnatureof the related personsinterestin the transaction,the ongoing nature of any proposedrelationshipand any other factorsthe ARCCommitteedeemsrelevant. TheCompanyalsohaspracticesthataddresspotentialconflictsincircumstanceswhereanon-employeedirectorisa control personof an investmentfund that desiresto makean investmentin or acquirea companythatmaycompetewith oneoftheCompanysbusinesses.Underthosecircumstances,thedirectorisrequiredtonotifytheCompanysCEO, GeneralCounselandCorporateSecretaryoftheproposedtransaction,whothenassessthenatureanddegreetowhich theinvesteecompanyiscompetitivewithoneoftheCompanysbusinesses,aswellasthepotentialoverlapsbetweenthe Companyandtheinvesteecompany.Ifitisdeterminedthatthecompetitivesituationandpotentialoverlapsbetween PayPalandtheinvesteecompanyareacceptable,theCompanymayapprovethetransaction,conditioneduponthe director agreeingto certain limitations. Such limitations may include refraining from joining the board of directors of, serving asanadvisortoorbeingdirectlyinvolvedinthebusinessoftheinvesteecompany;notconveyinganyconfidentialor proprietaryinformationregardingtheinvesteecompanytotheCompanyorregardingtheCompanyslineofbusinesswith whichtheinvesteecompetestotheinvesteecompany;abstainingfrombeingtheprimarydecision-makerforthe investmentfundwithrespecttotheinvesteecompany;recusingthemselvesfromportionsofinvesteecompanymeetings that cover confidential competitiveinformationreasonablypertinentto the Companyslinesof businesswithwhichthe investeecompanycompetes;andagreeingtoanyadditionallimitationstheCEOorGeneralCounseldeemsreasonably necessaryorappropriateascircumstanceschange.Alltransactionsbyinvestmentfundsinwhichanon-employeedirector is a control person also remain subject in all respects to the Boards written policy for the review of related person transactions,discussedabove. TheARCCommitteecharterrequiresittoreviewandapproveallrelatedpersontransactionsthatarerequiredtobe disclosedunderItem404(a)ofRegulationS-K.Therewerenotransactionsrequiredtobereportedinthisproxystatement sincethebeginningoffiscalyear2022,whereourwrittenrelated-persontransactionpolicydidnotrequirereview,approval or ratification or where this policy was not followed. 34 •2023ProxyStatement

DIRECTORCOMPENSATION Director Compensation TheCompensationCommitteeisresponsibleforreviewingandmakingrecommendationstotheBoardregarding compensationpaidtonon-employeedirectorsfortheirBoardandBoardcommitteeservice.Onanannualbasis,the PRO CompensationCommitteereviewsthenon-employeedirectorcompensationprogram,receivinginputfromthe XY CompensationCommitteesindependentcompensationconsultantregardingmarketpracticesandthecompetitivenessof S T thenon-employeedirectorcompensationprograminrelationtothegeneralmarketandtheCompanyspeergroup. A TEMENT 2022DirectorCompensation In late 2021, the CompensationCommittee,afterconsultationwithitsindependentcompensationconsultant,approved certain adjustmentsto the 2022directorcompensationprogrambasedonmarketpractices.Tobringtheoveralldirector compensationfortheNon-ExecutiveBoardChairandtheCompensationCommitteeChairmoreinlinewiththe Companyscompensationpeergroup,effectiveJanuary1,2022,(a)theNon-ExecutiveBoardChairs(i)additionalannual retainer was increasedby $12,500and(ii) additionalannual equity awardgrantdatevaluewasincreasedby$12,500,and (b) the CompensationCommitteeChairsadditionalannualretainerwasincreasedby$5,000. Eachnon-employeedirectoroftheCompanywasprovidedthefollowingannualretainersfollowingthefirsttradingday after January 1, 2022: 2022AnnualRetainers: All Non-EmployeeDirectors $80,000/year Non-ExecutiveBoardChair $87,500/year LeadIndependentDirector $75,000/year ARCCommitteeChair $40,000/year CompensationCommitteeChair $25,000/year GovernanceCommitteeChair $20,000/year ARCCommitteeMember $20,000/year CompensationCommitteeMember $18,000/year GovernanceCommitteeMember $10,000/year Anon-employeedirectorwhoservedastheNon-ExecutiveBoardChairand/orasthechairofacommitteeisentitledto receivetheNon-ExecutiveBoardChairannualretainerand/orcommitteechairannualretainer,asapplicable,inadditionto thenon-employeedirectorannualretainer.Boardcommitteechairs,however,arenotentitledtoreceivethecommittee memberannualretainerinadditiontothecommitteechairannualretainer. Anon-employeedirectorcouldelecttoreceive100%oftheirannualretainer(s)infullyvestedstockawardsofPayPal commonstockhavingagrantdatefairvalueequaltotheannualretainer(s),inlieuofcash. If, following the annual retainer payment date, a non-employeedirectoris appointedor electedto serve as a memberof theBoard(orappointedtoserveasamemberofacommitteeorasachairofacommitteeforwhichtheywerenota memberorchairpriortosuchappointment),thenon-employeedirectorreceivesaproratedannualretainer,basedonthe numberofdaysfromtheappointmentorelectiondatetoDecember31ofthatyear. 2022EquityAwards In addition to the annual retainers, all non-employee directors received the following fully vested awards of PayPal commonstockfollowingthe2022AnnualMeetingofStockholders. 2022EquityAwards: All Non-EmployeeDirectors $275,000inPayPalcommonstock Non-ExecutiveBoardChair Additional $87,500 in PayPal common stock ThenumberofsharesofPayPalcommonstocksubjecttotheequityawardisdeterminedbydividingthevalueofthe annualequityawardbytheclosingpriceofourcommonstockonthedateoftheannualstockholdersmeeting,roundedup to the nearest whole share. •2023ProxyStatement 35

DIRECTORCOMPENSATION 2022DirectorCompensation DeferredCompensation Ournon-employeedirectorsareeligibletodefer5%to100%oftheirannualretainersandequityawardspursuanttothe PayPalHoldings,Inc.DeferredCompensationPlan(“DCP”),ournon-qualifieddeferredcompensationplan.TheDCPallows participantsto set aside tax-deferredamounts.The investmentreturnon any deferredcashamountsislinkedtothe performanceofarangeofmarket-basedinvestmentchoicesmadeavailablepursuanttotheDCP,andtheinvestment return on any deferredequity awardsis linked to the performanceof PayPalcommonstock.Ournon-employeedirectors canelecttobegindistributionsfromtheDCPfollowingtheterminationoftheirservicestoPayPalorinaspecifiedyear (providedthatadirectorsDCPaccountwillbedistributedifthedirectorsserviceontheBoardterminatespriortothe specifiedyear). Our non-employeedirectorscanelecttoreceivetheirdistributionsaseitheralumpsumorannual installmentsoveraperiodrangingfromtwoto15years. DirectorStockOwnershipGuidelines Ournon-employeedirectorsaresubjecttorigorousstockownershipguidelines.Eachnon-employeedirectorisrequiredto holdanamountofPayPalcommonstockvaluedatfivetimestheannualretainerforallnon-employeedirectorswithinfive yearsofjoiningtheBoardandisexpectedtocontinuouslyownsufficientsharestomeetthestockownershipguidelines.As of the RecordDate,eachnon-employeedirectormetthestockownershipguidelines. Sharesthatcounttowardsatisfactionofthestockownershipguidelinesincludethefollowing: • sharesownedoutrightbythedirectorortheirimmediatefamilymembersresidinginthesamehousehold; • sharesheldintrusts,limitedliability companies,or similar entities for the benefit of the director or their immediate family members;and • deferredshares,vesteddeferredstockunits(“DSUs”),deferredrestrictedstockunits(“RSUs”),ordeferredperformance stockunitsthatmayonlybesettledinsharesofourcommonstock. OurstockownershipguidelinesareavailableonthegovernancesectionofourInvestorRelationswebsiteat https://investor.pypl.com/governance/governance-overview/. 36 •2023ProxyStatement

DIRECTORCOMPENSATION 2022DirectorCompensationTable 2022DirectorCompensationTable Thefollowingtablesummarizesthetotalcompensationearnedbyorpaidtoournon-employeedirectorsforthefiscalyear endedDecember31,2022. FeesEarnedor Stock All Other PRO 1 2 3 XY Name PaidinCash ($) Awards ($) Compensation($) Total ($) S T RodneyC.Adkins 110,000 275,028 — 385,028 A JonathanChristodoro 108,192 275,028 — 383,220 TEMENT JohnJ.Donahoe 167,648 362,554 — 530,202 DavidW.Dorman 115,015 275,028 — 390,043 Belinda J. Johnson 100,004 275,028 — 375,032 EnriqueLores 100,004 275,028 — 375,032 Gail J. McGovern 118,000 275,028 — 393,028 DebbieM.Messemer 100,000 275,028 — 375,028 DavidM.Moffett 120,083 275,028 — 395,111 AnnM.Sarnoff 100,004 275,028 — 375,032 FrankD.Yeary 100,004 275,028 — 375,032 1 TheamountsreportedintheFeesEarnedorPaidinCashcolumnreflecttheannualcashretaineramountsearnedbyeachnon-employeedirectorin2022,whichincludesannual retainer amountsfor whichthefollowingdirectorselectedtoreceivefullyvestedsharesofPayPalcommonstockinlieuofcash: Name FeesForgone($) SharesReceived(#) JonathanChristodoro 108,000 555 JohnJ.Donahoe 167,500 860 DavidW.Dorman 115,000 590 Belinda J. Johnson 100,000 513 EnriqueLores 100,000 513 DavidM.Moffett 120,000 616 AnnM.Sarnoff 100,000 513 FrankD.Yeary 100,000 513 2 AmountsshownrepresentthegrantdatefairvalueoftheequityawardsgrantedonJune2,2022toournon-employeedirectorsfollowingour2022AnnualMeetingofStockholders, ascomputedinaccordancewithFASBASCTopic718. 3 TheamountsreportedintheFeesEarnedorPaidinCash,StockAwardsandTotalcolumnsincludeamountsdeferredundertheDCP. •2023ProxyStatement 37

ESGOVERSIGHTANDHIGHLIGHTS ESGOversightandHighlights PayPalsmissiontobuildamorefinanciallyinclusiveandinterconnectedworldguidesoureffortstomakethemovement andmanagementofmoneyassimple,secureandaffordableaspossible.Ourbusinessstrategyissupportedbyourcore valuesofInclusion,Innovation,CollaborationandWellness.In2022,wedeveloped12LeadershipPrinciplesthatestablisha commonsetofexpectationsforallemployees,translatingourvaluesintopracticalstepstosupportourgrowthanddrive valuefor our stockholdersandotherstakeholders. OurLeadershipPrinciples Inclusion Innovation Collaboration Wellness We Partner We Dare We Deliver We Care Do the Be a Generate Know right thing customer enduring yourself & champion impact each other Choose Never Work as Learn inclusion stand still one team every day Trust each Create Be Build other simplicity & transparent the next efficiency generation Responsiblymanagingourglobalbusinesshelpsuscreatevalueforstockholders,customers,employees,partnersand communities.WebelievethateffectivemanagementofESGrisksandopportunitiesplaysaroleinfurtheringthelong-term interests of our stockholdersand other stakeholders.Accordingly,we strive to maintain the highest standardsof ESG governanceandprovideregular,non-financialreportingonourprogressandactivities. AswecontinuetoevolveourESGefforts,wearecommittedtosharingprogressthroughsubsequentreportsandupdates. Forfurther information, see our latest annual Global Impact Report available at https://investor.pypl.com/esg-strategy. ESGGovernanceStructure PayPalrecognizestheimportanceofupholdingourvaluesacrosstheorganization,includingbypromotingdiverse viewpointsthroughourBoard,ourleadershipandourworkforce.ExecutivemanagementisregularlyengagedonPayPals priority ESG-related risks and opportunities. 38 •2023ProxyStatement

ESGOVERSIGHTANDHIGHLIGHTS ESGGovernanceStructure Ouroverallgovernanceframeworkisdesignedtodrivestrongoversight,createBoardandmanagementaccountabilityand demonstratePayPalscommitmenttotransparency,independenceanddiversity.Weseektoapplythesameapproachto theoversight,managementandimplementationoftheCompanysESGstrategy.Ourcross-functionalESGprogramis managedbyexecutiveleadersandimplementedthroughtheguidanceanddirectionprovidedbytheESGsteering committee.RepresentativesfromtheESGsteeringcommitteebriefBoardcommitteesandexecutivemanagementonESG PRO issuesonaquarterlybasisandmeetwithasubcommitteeoftheERMCommitteeatleastannuallytoreviewcurrentand XY emergingESG-relatedrisktopics. S T A mmittee & Oversight TEMENT ng Co Work Our Board of Directors is actively engaged on ESG matters eri ing that impact business strategy. Ste tive Manage Gr • Governance Committee:Oversight of PayPals management SG Execu ment oup of ESG, including overall ESG strategy, risks and opportunities, E stakeholder engagement and programs and initiatives in social innovation and environmental sustainability Governance • Audit, Risk and Compliance (ARC) Committee:Oversight of the companys risk framework and enterprise-wide compliance program, including cybersecurity and privacy matters • Compensation Committee:Oversight of the companys strategies and responsibilities related to human capital PayPal Board (global talent) management, including diversity and Compensation of Directors inclusion, pay equity efforts and corporate culture ARC Management Our executive management directs and manages the execution of our enterprise-wide ESG strategy to ensure non-financial risks and opportunities are appropriately integrated across the Oversight enterprise, including through the ERCM Program Management Implementation Imp ion An ESG steering committee and cross-functional working lementat groups with representatives from more than 20 functions are responsible for overall program implementation ESGStrategy PayPalsESGstrategysupportsourmissiontopromotefinancialwellnessandtoempowerthosewhoareunderservedby thefinancial system. We focus on managingkeynon-financialrisksandopportunitiesthatcanimpactourbusinessand stakeholdersacrossfourcoredimensions–ResponsibleBusinessPractices,SocialInnovation,Employees&Cultureand EnvironmentalSustainability.Reflectiveof our business,mission and values, and taking into account ongoing stakeholder feedback,thisintegratedapproachisdesignedtosupportandcomplemententerpriseprioritiestodriveandprotectbrand value, managerisk,demonstratecompetitivedifferentiation,positionPayPalasanemployerofchoiceandsupportfuture opportunitiesfor growthandinnovation. ESGPillars Responsible Social Employees Environmental Business Practices Innovation & Culture Sustainability Our commitment and Our work to realize our Our embodiment or our Our efforts to manage our approach to operating mission and build a more core values from the footprint and advance ethically and responsibly inclusive global economy inside out sustainability •2023ProxyStatement 39

ESGOVERSIGHTANDHIGHLIGHTS ESGStrategy ESGSignificanceAssessment Building on PayPals comprehensiveESGsignificance*assessmentconductedin2020,wereviewourESGsignificance mapannuallytohelpusfocusonthetopicsthataremostimportanttoourbusinessandstakeholders.In2022,we reaffirmedour 18 key ESG topics,including8 priority risks and opportunitiesthat have been noted as significantfor PayPal to drive long-term businessperformanceandimpactbasedonstockholderandotherfeedback.ThefindingsfromourESG significanceassessmentserveasanimportantinputtoinformhowwestrategicallydeployresourcesacrosstheenterprise andrefineourprograms. * AsusedinthisproxystatementinreferencetoESGmatters,theterm“significance”andvariationsthereofrefertosignificancewithinthecontextofourESGstrategies,activities, progress, metrics and performance.Suchtermisdistinctfrom,anddoesnotreferto,conceptsofmaterialityusedinsecuritiesorotherapplicablelaw,anduseofsuchtermisnotan indicationthat PayPal deems relatedinformationto be material or importantto an understandingof the business or an investmentdecisionwith respectto PayPalsecurities. Cybersecurity & secure transactions Diversity, inclusion, equity & belonging INCREASING IMPORTANCE Climate change Data privacy mitigation Empowering Financial health entrepreneurs, small & inclusion businesses & nonprots Corporate Employee wellness, governance health & safety Social product innovation Human rights Employee recruitment & development ) Community engagement Compliant, ethical & Sustainable supply humane use of products chain management eholder concernNatural resources stak management Climate change Business ethics f adaptation ee o Environmental EXTERNAL STAKEHOLDERS PERSPECTIVEDegrproduct innovation ( PAYPAL PERSPECTIVE INCREASING (Impact on business) IMPORTANCE CATEGORIES: Responsible Business Practices Social Innovation Employees & Culture Environmental Sustainability ESGReportingFrameworks Aspartofourcommitmenttotransparency,weperiodicallyconsiderenhancementstoourESGdisclosuresandreporting andstrivefor alignmentwiththoseframeworksmostapplicabletoourbusinessandmostimportanttoourstakeholders. OurGlobalImpactReportprovidesspecificreportingofourESGprograms,policiesandmetricsmappedtoGlobal ReportingInitiative standardsand SustainabilityAccountingStandardsBoardstandards,asapplicable. Wecontinuetodevelopourclimate-relateddisclosuresinaccordancewiththerecommendationsoftheTaskForceon Climate-relatedFinancialDisclosures(“TCFD”) andseektoprovideclearreportingonthegovernance,strategy,risk managementandtargetsthroughourTCFDIndexandourannualCDPclimatechangequestionnaire.Werecently enhancedourindextoincludeinitialfindingsofourfirstclimateriskscenarioassessment,whichidentifiedshort-,medium- andlong-termrisksfortheCompany,includingphysical,operational,regulatoryandreputationalrisks. 40 •2023ProxyStatement

ESGOVERSIGHTANDHIGHLIGHTS ESGStrategy 2022ESGPerformanceHighlights OurannualGlobalImpactReporthighlightsPayPalsprogramsandprogressacrossourfourESGpillars: ResponsibleBusinessPractices PRO XY Wecontinuedtofocusonmaintainingandenhancingouroversightandgovernancepractices,includingby: S T A • Prioritizing responsible use of data through promotinga privacy-firstculture, includingour five principlesof ResponsibleAI. TEMENT • IncorporatingthemanagementofsignificantESGtopics,suchasriskandcomplianceandDIE&B,intotheindividualperformance componentofourexecutiveAnnualIncentivePlan. • ContinuingtoimplementaproactivesecurityphilosophythroughourISO27001certifiedinformationsecurityprogramand strengtheningpartnershipstoeducateandprotectemployeesandconsumersagainstfraud. SocialInnovation Weworkedtoprovidemerchants,entrepreneurs,consumersandnonprofitsthetoolstheyneedtothriveinthedigitaleconomy, includingby: • Launchingnewwaysforconsumerstosaveandmanagetheirmoneythroughproductsthatsupportfinancialflexibilityincluding PayPalRewards,expandedglobalpaylatersolutionsandmoreseamlessoptionsatcheckout. • Facilitating efficient access to $4.2 billion in capital for entrepreneurs and small businesses. • Promotingconsumerdataprotectionthrougheducationandtools,includingtheintroductionofpasswordlessauthenticationwith passkeys. • AcceleratingmoreseamlessgivingacrossPayPalsfourgivingchannels,whichenabledourcustomerstodonatemorethan $20billiontosupportglobalnon-profits,charitiesandcauses,includingmorethan$600millionforthehumanitariancrisisinUkraine. Employees&Culture Westrivedtocreateapositive,supportiveandcollaborativeworkplacewhereallemployeescanthriveby: • RevampingourGlobalTalentAcquisitionstrategyandcreatingnewdevelopmentprogramsforouremployeesglobally. • PromotingourDIE&Bstrategytoattractanddeveloptoptalentthatcancreateproductsandservicestoservethefullspectrumofour customers. • Continuingtocreateopportunitiesforemployeestodedicatetheirtime,expertiseandresourcestosupportlocalcommunities worldwidethroughskills-basedvolunteering. EnvironmentalSustainability Wesoughttoresponsiblymanageourenvironmentalimpactandfocusonaddressingclimatechange,managingnaturalresources, exploringenvironmentalinnovationandengagingpartnersacrossourvaluechainonenvironmentalaction,includingby: • Demonstratingprogresstowardsourgoaltoreachnet-zerogreenhousegasemissionsacrossourvaluechainby2040andmeetour interim science-basedtargetsby2025. • Maintaining100%renewableenergyuseinourglobaldatacenters. HumanCapitalManagement GlobalTalentStrategy PayPalrecognizesthefundamentalimportancetoourbusinessofattracting,recruiting,developingandretainingdiverse talent through a comprehensiveapproachtomanagingourglobaltalent(humancapital)toenableustocreateinnovative productsandservicesforourcustomersandtoserveourstockholdersandotherstakeholders.TheCompensation Committeeoverseesourapproachtoglobaltalent,whichismanagedbyourEVP,PeopleandSourcing.TheBoardand executivemanagementreceiveregularreportsonourapproachandresultswithrespecttoourglobaltalentstrategy. Weremainfocusedonsupportingouremployeesacrossthefullemployeelifecyclefromrecruitment,onboardingand developmenttooffboarding.Wedothisbystrivingtoactivelylistentoourworkforce,broadenourtalentpipeline,promote thephysical,mentalandfinancialwellnessofouremployeesandenableflexibilityandcollaborationinanevolvingwork environment.In2022,webeganintegratingtheLeadershipPrinciplesacrossourglobaltalentstrategytohelpshapeour programsthroughtheemployeelifecycleandachievekeybusinesspriorities. •2023ProxyStatement 41

ESGOVERSIGHTANDHIGHLIGHTS HumanCapitalManagement Engagement ATTRACT DEVELOP MOBILIZE REWARDS & Right people Right capabilities Right workforce WELLNESS Recruitment and Developing talent Aligning talent for Supporting talent selection of talent, to ensure they have business growth through an integrated the critical skills and through internal needs necessary to capabilities to excel mobility, redeployment, physical and mental execute on business in current and future outplacement and wellness and a pay- strategy. roles. retirement. for-performance compensation strategy. Diversity, Inclusion, Equity and Belonging EmployeeEngagement Weuseemployeefeedbacktoinformtheongoingdevelopmentofouremployeeprogramsandresources.Inour2022 employeeengagementsurvey,weheardfrom83%ofPayPalsemployeesglobally,anincreasefrom2021andaboveour peerbenchmark.Ourengagementscoredeclinedslightlyto79from2021,whichreflectswhetheremployeeswould recommendPayPaltotheirpeersand/orarehappyatPayPal.Additionally,ourscoremeasuringanemployeesintentionto workattheCompanyintwoyearsalsodeclinedslightlyto78from2021.Atthesametime,weobservedimprovementsin employeescoresregardingcollaborationandmanagersupport,whichweretargetedareasoffocusfor2022onan enterprise-widebasis. Our2022surveyalsoincludedenhancementstohelpgaugeviewsontheemployeeexperience,ourLeadershipPrinciples andDIE&Befforts.Thedetailedscoresaresharedacrosstheorganizationandanalyzedtounderstanddifferencesby geography,demographics,businessfunctionandjoblevel,andtohelpidentifyopportunitiesforfurtherimprovement. In addition to the annual survey, we also conductedspecificsurveysto gatherdirectemployeefeedbackon topicssuchas ourinternal communicationsapproachandemployeeworkplacepreferences.Thisdata,alongwithfeedbackgathered fromemployeesthroughotherchannels,suchaspeer-to-peermeetingsandall-handsconversations,helpstogenerate actionableinsights. TalentAcquisition,Development&Retention Asaleadingtechnologyplatformthatenablesdigitalpaymentsandsimplifiescommerceexperiences,wecompetefor talent around the world. We are focused on creatingan employeeexperiencethatactivelyengagesourpeopleatevery phaseoftheircareerandsupportstheacquisition,developmentandretentionoftoptalent. In 2022, we enhancedourGlobalTalentAcquisitionstrategywiththegoalofcreatingacandidate-centricandinclusive experienceforprospectivetalent,whileenablingefficienciesfor our managersthroughnewtoolsandresources.Wealso implementedprogramsfocusedoninclusivehiringpracticesandextendedourtalentpipelinethroughtargeted partnershipswithuniversitiesandnonprofitorganizations.In addition,we implementedstrategicupdatestoourtalent developmentandretentionstrategiesbyprovidingnewresourcesformanagers,individualcoachingandmentorship programsandnewdirectedcareerandleadershiptrainingstosupportemployeesindividualcareerpaths. EmployeeTotalWellness PayPalremainedfocusedonpromotingtheholisticwell-beingofouremployeesthroughresources,programsand servicesin supportof their physical, mental and financial wellness. We aim to foster a flexible, balanced work culture, and to take a comprehensiveapproachtoleaveandbenefits. In 2022, our initiatives included extending our Global Wellness Days for all employees to take time to rest and recharge, providingresources,trainingsandworkshopstopromoteemotionalwell-being,preservingworkplaceflexibilitythrough Crisis Leave and other programsandstrategicallyextendingemployeebenefitstoadditionalglobalmarkets. 42 •2023ProxyStatement

ESGOVERSIGHTANDHIGHLIGHTS HumanCapitalManagement Wealsocontinuedoureffortstostrengthenemployeefinancialwellness,includingbyprovidingfinancialwellnessequity grantstohourlyandentry-levelemployeesandapplyingamorefrequentvestingscheduleforservice-basedequity awardsgrantedonorafterJanuary1,2022togiveemployeesmoreopportunitiestoaccesstheirvestedequity.Wealso offered individual employeefinancialcoaching,promotedtheprioritizationof employeefinancialhealthacrosstheprivate sectorthroughtheWorkerFinancialWellnessInitiativeandimprovedourinternalmeasurementandevaluationapproaches PRO to identify targeted opportunities for further enhancements. XY Throughourglobalcommunityimpactprogram,wesupportouremployeesindividualpassionsandcommunitiesby S T A matchingeligibleemployeedonationstononprofitorganizationsupto$2,500annuallyperemployee.In2022,our TEMENT employeessupportedmorethan4,000nonprofitsgloballywiththeirowntimeandresources. Diversity,Inclusion,Equity&BelongingStrategy WebelievethatadvancingDIE&Biscriticaltoourglobaltalentstrategyandtobuildingaculturethatembracesindividual characteristicsand experiences,valuesdiversity,minimizesbarriersandenhancesfeelingsof securityandsupportacross theworkplace.Wearecommittedtoequalpayforequalwork,promotingenterprise-wideinclusivelearningopportunities andfurtherintegratingDIE&Bconsiderationsintoourtalentstrategy. Diversity Inclusion The value we each bring based on our Our commitment to respect, appreciate individual characteristics and traits. and value the diversity amongst us. Its who we are. Inclusion requires action. Belonging Equity The feeling of security and support when Our established strategies, policies and there is a sense of acceptance, practices that minimize barriers in the inclusion and identity. workplace. LedbyPayPalsGlobalHeadofDIE&BandadedicatedDIE&Bteam,inpartnershipwithfunctionalleadershipthroughour DIE&BBusinessCouncil,weareworkingtostrengthenexistingeffortsandpilotnewinitiativestocontinuetopromotean inclusive culture. For example, in 2022, we releasednew learning modules to promoteeffectivesponsorshipand inclusive performancemanagementanddevelopedanenterprisesponsorshipprogram.WealsocontinuedtoincorporateDIE&B considerationsinto the individual performanceportionof our 2022AnnualIncentiveProgramforourseniorexecutives. PayPalalsoempowerseightemployeeresourcegroupstodriveengagement,championDIE&B-relatedcausesand activities and support our business and talent strategies. OurDIE&Bcommitmentisevidentthroughdiverserepresentationacrossourorganization–fromourBoardofDirectorstoour executiveleadershipteamtoourglobalworkforce.AsofMarch30,2023,50%ofourBoardand50%ofourcurrentexecutive officers identified as women and/or from a diverse ethnic group. Across our workforce, we reached 56% overall diverse workforcerepresentation, including 44% global gender diversity and 54% U.S. ethnic diversity, as of December 31, 2022. AdditionalworkforcediversitymetricscanbefoundinourpublicU.S.EEO-1reportsandannualGlobalImpactReport available at https://about.pypl.com/values-in-action/reporting/default.aspx. •2023ProxyStatement 43

STOCKOWNERSHIPINFORMATION StockOwnershipInformation Thefollowingtablessetforthcertain information with respect to (1) each stockholder known to us to be the beneficial owner of 5%ormoreofourcommonstockasofDecember31,2022,and(2)thebeneficialownershipofourcommonstockby eachdirectoranddirectornominee,byeachexecutiveofficernamedinthe2022SummaryCompensationTableandbyall executive officers and directors (including nominees) as a group as of the Record Date. Beneficial ownership is determined in accordancewiththerulesoftheSECandgenerallyincludesvotingorinvestmentpowerwithrespecttosecurities.Unless otherwiseindicatedinthefootnotestothesetables,theentitiesandindividualsnamedinthetableshavesolevotingand sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable. FivePercentOwnersofCommonStock SharesBeneficiallyOwned NameandMailingAddress Number Percent 1 TheVanguardGroup 100VanguardBlvd. Malvern, PA 19355 95,722,682 8.40% 2 BlackRock, Inc. nd 55East52 Street NewYork,NY10055 76,250,033 6.70% 1 BasedsolelyoninformationonSchedule13G/A(AmendmentNo.7)filedwiththeSEConFebruary9,2023.TheVanguardGroupandcertainrelatedentitieshavesolevotingpower of 0 shares of the Companyscommonstock,sharedvotingpowerof1,597,546sharesoftheCompanyscommonstock,soledispositivepowerof91,043,434sharesofthe Companyscommonstockandshareddispositivepowerof4,679,248sharesoftheCompanyscommonstock. 2 BasedsolelyoninformationonSchedule13G/A(AmendmentNo.5)filedwiththeSEConFebruary7,2023.BlackRock,Inc.hassolevotingpowerof67,588,433sharesofthe Companyscommonstockandsoledispositivepowerof76,250,033sharesoftheCompanyscommonstock. SecurityOwnershipofExecutiveOfficersandDirectors 2 SharesBeneficiallyOwned Percentof 1 3 Name Number Class Daniel H. Schulman 498,237 * JohnD.Rainey —* Blake Jorgensen —* Gabrielle Rabinovitch 25,430 * PeggyAlford 52,206 * JonathanAuerbach 140,918 * MarkBritto 175,836 * AaronKarczmer 120,116 * RodneyC.Adkins 22,010 * JonathanChristodoro 28,809 * JohnJ.Donahoe 74,961 * DavidW.Dorman 60,083 * Belinda J. Johnson 23,220 * EnriqueJ. Lores 9,690 * Gail J. McGovern 23,308 * DeborahM.Messemer 9,526 * DavidM.Moffett 76,771 * AnnM.Sarnoff 17,572 * FrankD.Yeary 39,682 * All Directors and Executive Officers as a Group (20 Persons) 1,524,745 * * Lessthanonepercent 1 c/oPayPalHoldings,Inc.,2211NorthFirstStreet,SanJose,California95131. 2 Sharesofourcommonstocksubjecttooptionsthatarecurrentlyexercisableorexercisablewithin60daysofMarch30,2023,andRSUsthatarescheduledtovestwithin60daysof March30,2023aredeemedtobeoutstandingforthepurposeofcomputingthepercentageownershipofthepersonholdingthoseoptionsorRSUs,butarenottreatedas outstandingforthepurposeofcomputingthepercentageownershipofanyotherperson.Thepercentageofbeneficialownershipisbasedon1,122,806,008sharesofcommon stockoutstandingasMarch30,2023. 3 Includes126,370PBRSUsheldbyMr.Schulmanscheduledtovestwithin60daysofMarch30,2023,forwhichtheperformanceconditionshavebeenmet. 44 •2023ProxyStatement

INFORMATIONABOUTOUREXECUTIVEOFFICERS InformationAboutOurExecutiveOfficers PRO XY Diverse Ethnicities S T (Men) A TEMENT 50% by, and serve at the discretion of, the Board. Diverse Ethnicities of our executive The Board recognizes that diversity of our (Women) Men executive leadership is critical to strong and and/or from diverse ethnic effective management of the Company. groups* Women * AsofMarch30,2023 ExecutiveOfficerBiographies DANIELH.SCHULMAN President Age: In current position andChiefExecutiveOfficer 65 since July 2015 Biography Mr. Schulmans biography is set forth on page 20 of this proxy statement under the heading “Proposal 1: Election of Directors – Director Biographies.” PEGGYALFORD • ExecutiveVicePresident, Age: In current position GlobalSales 51 since March 2018 Biography PayPals Senior Vice President, Core Markets, from March 2019 to March 2020. Chief Financial Officer and Head of Operations for the Chan Zuckerberg Initiative, a philanthropic organization, from September 2017 to February 2019. Held a variety of senior positions at PayPal, from May 2011 to August 2017, including Senior Vice President, Core Markets; Senior Vice President of People Operations; Chief Operating Officer for Asia Pacific Region and Global Cross-Border Trade; and Vice President andChiefFinancialOfficerfor the Americas Region. Prior to joining PayPal in 2011, Ms. Alford worked at Rent.com, a national internet real estate listing service and former subsidiary of eBay Inc., where she served in positions of increasing responsibility, including President, General Manager and Chief Financial Officer. MemberoftheBoardofDirectorsoftheMacerichCompany,sinceJune2018andMeta,Inc.,sinceMay2019. DiverseEthnicity •Woman •2023ProxyStatement 45

INFORMATIONABOUTOUREXECUTIVEOFFICERS ExecutiveOfficer Biographies JONATHANAUERBACH ExecutiveVicePresident, Age: In current position ChiefStrategy,GrowthandDataOfficer 60 since January 2018 Biography PayPals Executive Vice President, Chief Strategy and Growth Officer, from September 2016 to January 2018. PayPals Senior Vice President, Chief Strategy and Growth Officer, from July 2015 to September 2016. CEOofGroupDigital Life at Singapore Telecommunication Limited (Singtel), where he led the companys global portfolio of digital businessesaswellasitsventurefund,fromSeptember2014toMay2015. Worked as a management consultant and held a variety of executive roles with McKinsey & Company, a global management consultingfirm, from 1987 to 2014. MemberoftheBoardofDirectorsofPrincipalFinancialGroup,since2019. AARONKARCZMER ExecutiveVicePresident, Age: In current position ChiefEnterpriseServicesOfficer 51 since May 2022 Biography PayPals Executive Vice President, Risk, Platform Services and Legal, from January 2022 to May 2022. PayPals Chief Risk Officer and Executive Vice President, Risk and Platforms, from March 2020 to December 2021. PayPals Chief Risk Officer and Executive Vice President, Risk, Regulatory and Protection Services, from April 2017 to March 2020. PayPals Senior Vice President, Chief Compliance and Ethics Officer, from September 2016 to March 2017. PayPals Senior Vice President, Chief Compliance Officer, from May 2016 to September 2016. Held a variety of leadership roles at American Express, from September 2007 to April 2016, including Senior Vice President, Deputy ChiefComplianceOfficerandHeadofGlobalFinancialCrimeCompliance,from2013toApril2016. Earlier in his career, worked at the New York County District Attorneys office, including as Unit Chief and co-founder of the Identity Theft Unit, responsible for investigating and prosecuting financial crime, data breaches and cyber-crime. FoundingmemberoftheWorldEconomicForumsChiefRiskOfficersCommunity. JOHNKIM ExecutiveVicePresident, Age: In current position ChiefProductOfficer 52 since September2022 Biography President, Marketplace at Expedia Group, Inc. from June 2021 to September 2022, President of Platform & Marketplaces from December2019toJune2021,PresidentofVrbo/HomewayfromMarch2019toDecember2019andChiefProductOfficerofExpedia BrandsfromJuly2011toMarch2016. VicePresident, Product ManagementandMarketingatPelagofromAugust2008toMay2011. VicePresident, Product ManagementandMarketingatMediofromAugust2007toAugust2008. SeniorDirector, Strategic and Product Marketing at Yahoo! Inc. from December 2001 to August 2007. MemberoftheBoardofDirectorsofOwletBabyCare,Inc.,sinceApril2021 Diverse Ethnicity •Woman 46 •2023ProxyStatement

INFORMATIONABOUTOUREXECUTIVEOFFICERS ExecutiveOfficer Biographies GABRIELLERABINOVITCH• ActingChiefFinancialOfficerandSeniorVicePresident, Age: In current position InvestorRelationsandTreasurer 44 since September2022 PRO Biography XY S PayPals Interim CFO and Senior Vice President, Corporate Finance and Investor Relations from May 2022 to September 2022. T A PayPals Senior Vice President, Corporate Finance and Investor Relations, from August 2021 to May 2022. TEMENT PayPals Vice President, Corporate Finance and Investor Relations, from April 2016 to August 2021. VicePresident, Investor Relations at Williams-Sonoma, Inc. from February 2012 to March 2016. FormerExecutiveOfficers MARKBRITTO FormerExecutiveVicePresident, Age: ChiefProductOfficer 58 Biography PayPals Former Executive Vice President, Chief Product Officer, from March 2020 to September 2022. PayPals Executive Vice President of Global Sales and Credit, from February 2019 to March 2020. PayPals Senior Vice President of Global Credit and Core Markets, from July 2017 to February 2019. Co-founderandCEOofBoku,Inc.,theworldslargestindependentcarrierbillingcompany,fromJanuary2009toMarch2014. CEOofIngenio,a service marketplace and performance advertising company, from July 2002 to December 2007, which he led to a 2007acquisitionbyAT&T. Senior Vice President of Worldwide Services and Sales at Amazon, from May 1999 to June 2002, following the acquisition in 1999 of his first company, Accept.com, whichserved as the primary backbone of Amazons global payments platform. Beganhiscareerinseniorcreditandriskmanagementrolesatleadingnationalbanks,FirstUSAandBankofAmerica. Non-ExecutiveChairofBoku,Inc.,since2009. BLAKEJORGENSEN FormerExecutiveVicePresident, Age: ChiefFinancialOfficer 63 Biography PayPals Former Executive Vice President, Chief Financial Officer, from August 2022 to March 2023. Executive Vice President of Special Projects at Electronic Arts Inc., from March 2022 to July 2022; CFO, from September 2012 to March2022;andCOOfromApril2018toOctober2021. ChiefFinancialOfficer of Levi Strauss & Co. from July 2009 to August 2012 ChiefFinancialOfficer of Yahoo! Inc. from June 2007 to June 2009. ChiefOperatingOfficerandCo-DirectorofInvestmentBankingatThomasWeiselPartnersfrom1998to2007 MemberoftheBoardofDirectorsofHasbro,Inc.,sinceApril2021 Diverse Ethnicity •Woman •2023ProxyStatement 47

INFORMATIONABOUTOUREXECUTIVEOFFICERS FormerExecutiveOfficers JOHND.RAINEY FormerChiefFinancialOfficerandExecutiveVicePresident, Age: GlobalCustomerOperations 52 Biography PayPals Former Chief Financial Officer and Executive Vice Present, Global Customer Operations, from January 2018 to May 2022. PayPals Executive Vice President, Chief Financial Officer, from September 2016 to January 2018. PayPals Senior Vice President, Chief Financial Officer, from August 2015 to September 2016. ExecutiveVicePresidentandChiefFinancialOfficeratUnitedAirlines,fromApril2012toJuly2015. SeniorVicePresidentofFinancialPlanningandAnalysisatUnitedContinentalHoldings,Inc.,fromOctober2010toApril2012. FormerMemberoftheBoardofDirectorsofNasdaq,Inc.,fromJuly2017toFebruary2023. Diverse Ethnicity •Woman 48 •2023ProxyStatement

PROPOSAL2:ADVISORYVOTETOAPPROVENAMEDEXECUTIVEOFFICERCOMPENSATION(“SAY-ON-PAY”VOTE) PROPOSAL2: AdvisoryVotetoApproveNamedExecutive PRO Officer Compensation(“say-on-pay”vote) XY S T Eachyear,weaskourstockholderstovoteonanadvisorybasistoapprovethecompensationpaidtoournamedexecutive A officers (“say-on-pay”), as describedin the CompensationDiscussionand Analysisandthecompensationtablesectionsof TEMENT this proxy statement. TheCompensationCommitteeiscommittedtoanexecutivecompensationprogramthatistransparent,appropriately incentivizesour executiveofficersand aligns with stockholderinterestsand externalexpectationsand enablesus to effectively competefor, attract and retain top talent so we can build the strongest possible leadershipteam for PayPal. The CompensationCommitteebelievesthegoalsofourexecutivecompensationprogramareappropriateandthatthe programisproperlystructuredtoachievethosegoals.Indecidinghowtovoteonthisproposal,theBoardencouragesyou to read the CompensationDiscussionandAnalysisandthecompensationtablesectionsofthisproxystatement. TheBoardrecommendsthatstockholdersvote“FOR”thefollowingresolution: “RESOLVED,thattheCompanysstockholdersapprove,onanadvisorybasis,thecompensationofthenamed executiveofficers,as disclosedin the CompanysProxyStatementforthe2023AnnualMeetingofStockholders pursuanttothecompensationdisclosurerulesoftheSecuritiesandExchangeCommission,includingthe CompensationDiscussionandAnalysis,the2022SummaryCompensationTableandtheotherrelatedtablesand disclosures.” This say-on-payvoteisadvisory,andthereforenotbindingontheCompany,theBoardortheCompensationCommittee. However,theBoardandtheCompensationCommitteevaluetheopinionsofourstockholdersandwilltakeintoaccount theoutcomeofthisvoteinconsideringfuturecompensationarrangements.Thenextsay-on-payvotewilloccuratPayPals 2024annualmeetingofstockholders. THEBOARDRECOMMENDSAVOTEFORPROPOSAL2. •2023ProxyStatement 49

COMPENSATIONDISCUSSIONANDANALYSIS CompensationDiscussionandAnalysis TableofContents 51 ExecutiveSummary 54 ExecutiveCompensationProgramDesign 55 AlignmentofCompensationwithPerformanceResults 55 2022CompensationFrameworkandDecisions 64 OtherCompensationElements 66 OurStructureforSettingCompensation 68 OtherCompensationPracticesandPolicies NamedExecutiveOfficers This CompensationDiscussionandAnalysis(“CD&A”)describesthematerialcompensationelementsforeachofPayPals NEOsandprovidesanoverviewofthecompensationpoliciesandpracticesapplicabletoourNEOs. 1 2022NEOs DanielH.Schulman Gabrielle Rabinovitch PeggyAlford JonathanAuerbach AaronKarczmer President and Chief ActingChiefFinancial ExecutiveVicePresident, ExecutiveVicePresident, ExecutiveVicePresident, ExecutiveOfficer Officer and Senior Vice GlobalSales Chief Strategy, Growth and Chief Enterprise President, Investor DataOfficer Services Officer Relations and Treasurer 1 ThefollowingwerealsoNEOsfor2022: • JohnRaineyresignedfromhisroleasChiefFinancialOfficerandExecutiveVicePresident,GlobalCustomerOperations,effectiveMay23,2022. • BlakeJorgensenwasappointedasChiefFinancialOfficereffectiveasofAugust3,2022.OnSeptember14,2022,theCompanyannouncedthatMr.Jorgensenwastakinga leaveofabsenceforhealthreasons.Mr.JorgensensteppeddownfromhispositionasChiefFinancialOfficereffectiveasofMarch7,2023,andisexpectedtocontinuetoserve asasenioradvisortotheCompanythroughSeptember15,2023. • MarkBrittosteppeddownfromhisroleasChiefProductOfficereffectiveSeptember26,2022.Pursuanttoaplannedtransitioninconnectionwithaninternalrestructuring, Mr. Brittos employmentwiththeCompanyterminatedonFebruary28,2023. 50 •2023ProxyStatement

COMPENSATIONDISCUSSIONANDANALYSIS ExecutiveSummary ExecutiveSummary 2022FinancialandOperationalPerformanceHighlights PRO 1 1 Revenue Non-GAAP Operating Margin Free Cash Flow XY S T A $30 25% 25.1% 24.8% $6 TEMENT $25 $25.4B $27.5B 20% $5 $5.4B $5.1B 21.3% $4.9B $20 $21.5B $4 15% $15 $3 10% $10 $2 $5 5% $1 $0 0% $0 2020 2021 2022 2020 2021 2022 2020 2021 2022 Delivering attractive revenue growth: Expanding network at scale: Growing payment volume: 8% 435M $1.36T Revenue Increase from 2021 Active Accounts Total Payment Volume (Spot Basis) (Up 2% from 2021) (Up 9% from 2021) 1 Non-GAAPOperatingMarginandFreeCashFlowarenotfinancialmeasurespreparedinaccordancewithgenerallyacceptedaccountingprinciples(“GAAP”).Forinformationon howwecomputethesenon-GAAPfinancialmeasuresandareconciliationtothemostdirectlycomparablefinancialmeasurespreparedinaccordancewithGAAP,pleasereferto “AppendixA:ReconciliationofNon-GAAPFinancialMeasures”inthisproxystatement. In 2022, we deliveredsolid financial and operatingresults across our key performancemetrics.This was accomplished duringachallengingperiodofmacroeconomicuncertainty,slowingecommercegrowthandgeopoliticalinstability.We endedtheyearwith435millionactiveconsumerandmerchantaccountsandourrevenueincreasedby8%to$27.5billion comparedto2021.In2022,weprocessed22.3billionpaymenttransactionsand$1.36trillionintotalpaymentvolume acrossourplatform,representingyear-over-yearincreasesof16%and9%,respectively. This progressis a direct result of our sharpenedfocus, responsibleinnovationand enhancedcost disciplineto executeon ourcorestrategicpriorities.In 2022, we createdbettercheckoutexperiences,enhancedourdigitalwallet,expandedour global pay later solutions and grew our unbrandedprocessingbusinesswithleadingmerchantsaroundtheglobe. Wealsoexperiencedseveralimportantleadershiptransitionsin2022.InMarch,weappointedArchieDeskusasourChief Information Officer to oversee PayPals global information technology operations. In September 2022, we brought on John Kim to serve as our new Chief Product Officer. Mr. Kim brings extensive innovation, product management and technical experience to his role in leading the product organization. Mr. Kim succeeded Mark Britto, who helped to ensure a smooth transition. And Gabrielle Rabinovitch seamlessly stepped into the role of interim Chief Financial Officer upon John Raineys departure in May 2022,andactingChiefFinancialOfficerbeginninginSeptember2022whenBlakeJorgensentookamedicalleave. 2022NEOCompensationProgramElements For2022,theCompensationCommitteeapprovedanexecutivecompensationprogrambasedonour“payfor performance”philosophythatisdesignedtoalignourexecutiveofficerscompensationwiththekeydriversofprofitable growth.Theultimategoalsofourexecutivecompensationprogramaretoproperlyincentivizeandrewardourexecutives for performancethatexceedsexpectations,providetransparencyforourexecutivesandourstockholdersandposition PayPalcompetitivelytoenableustoattractandretainhighlycapableleadersinanintenselycompetitivetalentmarket. •2023ProxyStatement 51

COMPENSATIONDISCUSSIONANDANALYSIS ExecutiveSummary Thefollowingisanoverviewofthe2022compensationprogramelementsforourNEOs. Formof Performance PerformanceCriteria Objectives ForMore Payment Period Information Alignmentofsalary • Compensatesforexpectedday-to-day Salary Cash Ongoing with performanceis performance Page55 100% evaluated on an • Rewardsindividualscurrentcontributions annualbasis • Reflect scope of roles and responsibilities Revenueand Non-GAAPOperating • Rewardssuccessfulannualperformance Annual 75% PBRSUs Oneyear Margin, with Net New • Motivates achievementofshort-term Incentive Actives modifier performancegoalsdesignedtoenhance Page56 Plan(“AIP”) value of the Company Individual • Significant equity portion to further align with 25% Cash Oneyear Performance stockholderinterests FX-NeutralRevenue • Rewardssuccessfulachievementofthree- CompoundAnnual year performancegoalsdesignedto 50% PBRSUs Threeyears GrowthRate(“CAGR”) enhancelong-termvalueoftheCompany Page62 Long-Term andFreeCashFlow • Intendedtosatisfy long-termretention Incentive CAGR objectives Plan(“LTI”) Service-based • Rewardsthecreationoflong-termvalue 50% RSUs Vestsover vesting; ultimate • Recognizespotentialfuturecontributions Page64 three years value based onstock • Intendedtosatisfy long-termretention price performance objectives 52 •2023ProxyStatement

COMPENSATIONDISCUSSIONANDANALYSIS ExecutiveSummary KeyCompensationPoliciesandPractices Wemaintainthefollowingpoliciesandpracticesthatwebelievedemonstrateourcommitmenttogoodcorporate governanceandexecutivecompensationbestpractices. What We Do PRO XY S More than 50% of our NEOs Target Total Direct Compensation is performance-based and tied to T Pay for Performance A pre-established performance goals aligned with our short-term and long-term objectives. TEMENT Rigorous performance goals We use objective performance-based Company goals that are designed to be rigorous in our incentive plans. ESG considerations We incorporate ESG considerations, such as risk and compliance and DIE&B, into our executive compensation program. Independent compensation The Compensation Committee engages its own independent compensation consultant to consultant advise on executive and director compensation matters. Annual compensation The Compensation Committee annually reviews the composition of our compensation peer peer group review group to evaluate whether the peer group remains appropriate in light of our size and industry. Annual say-on-pay vote We conduct an annual advisory say-on-pay vote on our NEO compensation. We are committed to ongoing engagement with our stockholders—including on executive Stockholder engagement compensation, corporate governance and ESG matters—through teleconferences, in-person meetings and correspondence. Annual compensation risk We conduct an annual compensation risk assessment to evaluate whether our executive assessment compensation program presents any risks that are reasonably likely to have a material adverse effect on PayPal. Clawback policy The Compensation Committee can require forfeiture or reimbursement of incentive compensation paid or awarded to our NEOs in certain circumstances under our clawback policy. Robust stock ownership Our stock ownership guidelines require significant sustained ownership of PayPal common guidelines stock to align the long-term interests of our NEOs and non-employee directors with those of our stockholders and promote our commitment to sound corporate governance. Our insider trading policy, which applies to all Board members, executive officers and Prohibition of hedging and employees, prohibits the use of hedging and monetization transaction relating to our securities pledging transactions 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 excise tax gross-ups on We do not provide our NEOs with any excise tax gross-ups or other payment or reimbursement of “change in control” payments excise taxes on severance in connection with a change in control of PayPal. No “single-trigger” CIC We do not make “single-trigger” change-in-control payments or maintain any plans that require payments or acceleration single-trigger change-in-control acceleration of equity awards to our NEOs upon a change in of equity awards control of PayPal. No tax gross-ups on We do not provide our NEOs with any tax gross-ups on perquisites, other than in limited perquisites circumstances for business-related relocation and international business travel-related benefits that are under our control, at our direction, and deemed to benefit our business operations. No discounting of stock Our equity compensation plan expressly prohibits the discounting of the exercise price of stock options or repricing of options and the repricing of underwater stock options without stockholder approval. underwater options No guaranteed bonuses Our AIP is entirely performance-based, and our NEOs are not guaranteed any minimum levels of payment under that plan. •2023ProxyStatement 53

COMPENSATIONDISCUSSIONANDANALYSIS ExecutiveSummary At our 2022AnnualMeetingofStockholders,over88%ofthevotescastsupportedoursay-on-payproposal.Followingthe 2022AnnualMeetingofStockholders,weengagedinproactiveoutreacheffortswithstockholdersrepresenting approximately52%ofourcommonstock.Formoreinformationonourengagementeffortsandfeedbackreceivedthrough theseconversations,see“CorporateGovernance–StockholderEngagement,”onpage31ofthisproxystatement. After consideringthe 2022say-on-payresultsaswellasthefeedbackreceivedthroughourstockholderengagement program,theCompensationCommitteedeterminedthattheCompanysexecutivecompensationphilosophiesand objectivesandcompensationelementscontinuedtobeappropriateanddidnotmakeanychangestotheCompanys executivecompensationprograminresponsetothe2022say-on-payvote. ExecutiveCompensationProgramDesign Ourkeyguidingprincipleforexecutivecompensationistocloselyalignthecompensationofourexecutiveswiththe creationof long-termvaluefor our stockholders.WedosobytyingasignificantportionofourexecutivesTargetTotal Direct CompensationopportunitytotheCompanysperformance. In designingour executivecompensationprogram,theCompensationCommitteeprioritizesfourgoals: Transparency, Simplicity and Clarity One Team Enable executives to directly link between Maintain unified goals and objectives of the annual Company and individual performance and their short- and long-term incentive programs for pay, and enable stockholders to directly link the entire executive leadership team to between returns on their investment and drive aligned operational decisions and pay outcomes to Company performance. Company performance. Winning the War For Talent Individual Performance Recognize the unique space in which we Deliver compensation commensurate with compete and prioritize nimble and aggressive results, both on the upside and downside, and compensation strategies to attract and retain key hold leaders accountable for their performance, talent. including with respect to risk and compliance and DIE&B within their respective organizations. 54 •2023ProxyStatement

COMPENSATIONDISCUSSIONANDANALYSIS AlignmentofCompensationwithPerformanceResults AlignmentofCompensationwithPerformanceResults CEOCompensationandPerformanceTrends ThefollowingchartsdemonstratethealignmentofourrevenueandindexedTSRwithCEOpay(asreportedinthe“2022 PRO SummaryCompensationTable”)forfiscalyears2020to2022.OurCompensationCommitteedeterminesCEOpayeach yearbasedonvariousfactors,includingCompanyandindividualperformanceandpotential.Revenueisakeymeasureof XY S ourfinancial performance.IndexedTSRisdefinedasthetotalstockholderreturnonourcommonstockduringtheperiod T A fromDecember31,2019throughDecember31,2022,assuming$100wasinvestedonDecember31,2019.Thecharts TEMENT belowprovidesupplementaldisclosureandshouldnotbeviewedasasubstituteforthe“PayversusPerformance” disclosureincludedbeginningonpage80ofthisproxystatement. Indexed CEO Pay Revenue CEO Pay TSR $ in in $ Billions $ in Millions Millions $300 50 30 $27.5 50 $25.4 $250 40 25 40 $217 $21.5 $200 $32.1 20 $32.1 30 30 $150 $23.4 $174 $22.0 15 $23.4 $22.0 20 20 $100 $100 10 $50 $66 10 5 10 Value of $100 Invested on 12/31/2019 $0 0 0 0 2020 2021 2022 2020 2021 2022 CEO Pay Indexed TSR CEO Pay Revenue IncentiveCompensation Basedonour2022resultsforrevenueandNon-GAAPOperatingMargin,thecompanyperformanceportionofthe2022 AnnualIncentivePlan(“AIP”)paidoutat0%oftarget.BasedonthecompoundannualgrowthratesofFX-neutralrevenue andFreeCashFlowforthethree-yearperiodofJanuary1,2020toDecember31,2022,the2020-2022PBRSUspaidoutat 145%oftarget.TheCompensationCommitteecontinueditshistoricalpracticeofsupplementingtheprimaryperformance measuresundertheAIPandlong-termincentive(“LTI”)programwithadditionalperformancemeasurestostrikean appropriatebalancebetweenincentivizingtop-linegrowth,profitability,non-financialbusinessinitiativesand stockholder valuecreationoverboththeshort-termandlong-termhorizons. 2022CompensationFrameworkandDecisions Whendesigningourexecutivecompensationprogram,theCompensationCommitteeassessedcompetitivemarketdata obtainedfromthepublicfilingsofourcompensationpeergroupcompaniesandgeneralindustrydataforcomparable technologyandfinancialcompaniesthatareincludedinproprietarythird-partycompensationsurveys.Formore information, see “Our Structure for Setting Compensation.” BaseSalary At the beginningof eachyear,theCompensationCommitteereviewsandapproveseachthen-servingexecutiveofficers basesalaryfortheyear.Inmakingitsdeterminations,theCompensationCommitteeconsideredcompetitivemarketdata andcertainindividualfactors,includingtheexecutivesindividualperformance,levelof responsibility,breadthof knowledgeandpriorexperience.Atthetimeofhireorpromotion,theCompensationCommitteeapprovesthe compensationofthenewlyappointedorpromotedexecutiveofficerbasedonthecompetitivemarketdata,prior •2023ProxyStatement 55

COMPENSATIONDISCUSSIONANDANALYSIS 2022CompensationFrameworkandDecisions experience,thecompensationreceivedattheexecutiveofficersprioremployer(ifpubliclyavailableorvoluntarily disclosed)andthecompensationreceivedbytheexecutiveofficerspredecessorattheCompany.Thefollowingtable showsthe2022annualbasesalaryforeachNEO. BaseSalary BaseSalary NEO for 2022 ($) for 2021 ($) DanielH.Schulman 1,250,000 1,250,000 1 Gabrielle Rabinovitch 750,000 450,000 2 PeggyAlford 750,000 700,000 JonathanAuerbach 750,000 750,000 AaronKarczmer 750,000 700,000 3 BlakeJorgensen 750,000 — 4 JohnD.Rainey 750,000 750,000 MarkBritto 750,000 750,000 1 Ms.Rabinovitchsbasesalarywasincreasedto$750,000atthetimesheassumedtheroleofactingChiefFinancialOfficer,effectiveSeptember14,2022.In2021,Ms.Rabinovitchs basesalarywasincreasedto$450,000inconnectionwithherpromotiontoSeniorVicePresident,effectiveSeptember1,2021. 2 In January 2022, the CompensationCommitteeincreasedthebasesalaryofMs.Alford,effectiveApril1,2022,toalignherpayrelativetointernalandexternalpeers. 3 Mr. JorgensensbasesalarywasestablishedatthetimehejoinedtheCompanyinAugust2022andreflectshisannualizedrateofbasesalary. 4 Mr. Raineys base salary reflects his annualized rate of base salary. HowWeDetermineIncentiveCompensation WhendecidingthetargetamountandformsofincentivecompensationforourNEOs,theCompensationCommittee considersthesizeandcomplexityoftheNEOspositionandbusinessunitorfunction,aswellasthefollowingfactors (whichwerefertoasthe“IncentiveCompensationFactors”): • leadership; • performanceagainstfinancial,strategicandoperationalobjectivesandperformancemeasures; • defining and executingagainststrategy,roadmapsandbudgets; • driving innovation for the business unit or function; • negotiating,closing and integratingor implementingstrategictransactionsand partnerships; • championingandadvancingtheCompanyssetofcorevaluesofinclusion,innovation,collaborationandwellness;and • organizationaldevelopmentandhumancapitalmanagement,includinghiring,developmentandretentionforthe businessunitorfunctionbysupportingandenhancingDIE&Befforts. Individual performanceis evaluatedbasedonaholisticandsubjectiveassessmentofeachindividualNEOsperformance againstthesefactors. AnnualIncentivePlan The2022AIPprovidedeachofourNEOswiththeopportunitytoearnannualincentivecompensationbasedonCompany performanceandindividualperformance.ThemajorityofourNEOs2022AIPawardswasintheformofPBRSUs,tobe settled in shares of PayPal common stock basedon Companyachievementoftheapplicableperformancecriteria. TheCompensationCommitteebelievesthatourexecutivesannualincentivesshouldbetiedprimarilytoouroverall Companyperformance,withindividualcompensationdifferentiatedbasedonindividualperformance.Asareflectionofour CompanyscommitmenttoDIE&B,theCompensationCommitteehasincorporatedDIE&Bconsiderationsintothe individual performanceportionof our NEOs2022AIPawards,asdiscussedfurtherbelow. 56 •2023ProxyStatement

COMPENSATIONDISCUSSIONANDANALYSIS AnnualIncentivePlan Thefollowingtablesetsforththe2022targetannualincentiveopportunity(the“TargetIncentiveAmount”)foreach participatingNEO,whichisexpressedasapercentageoftheNEOsbasesalary. 2022AIPAnnual 2021AIPAnnual TargetasPercentage TargetasPercentage PRO NEO of BaseSalary of BaseSalary XY DanielH.Schulman 200% 200% S T 1 A Gabrielle Rabinovitch 125% 75% TEMENT PeggyAlford 125% 125% JonathanAuerbach 125% 125% AaronKarczmer 125% 125% 2 BlakeJorgensen 125% — 3 JohnD.Rainey 125% 125% MarkBritto 125% 125% 1 Ms.Rabinovitchs2022AIPAnnualTargetwaschangedfrom75%to125%atthetimesheassumedtheroleofactingChiefFinancialOfficer. 2 Mr. Jorgensens2022AIPAnnualTargetwasestablishedatthetimehejoinedtheCompany,andhewaseligibleforaprorated2022AIPbasedonhisstartdaterelativetothe performanceperiod. 3 Mr. Rainey ceasedtoparticipateinthe2022AIPuponhisresignationfromtheCompany. 75%oftheTargetIncentiveAmountforeachNEOwasdeliveredintheformofPBRSUswithaone-yearperformance period, with the final payout to be determinedbased on Companyperformancefor2022. BaseSalaryUsedto PBRSUTarget 1 2 NEO CalculatePBRSUTarget ($) IncentiveAmount($) PBRSUTarget (Shares) DanielH.Schulman 1,250,000 1,875,000 11,715 1 Gabrielle Rabinovitch 450,000 253,125 1,582 PeggyAlford 750,000 703,125 4,393 JonathanAuerbach 750,000 703,125 4,393 AaronKarczmer 750,000 703,125 4,393 1 BlakeJorgensen 750,000 294,735 3,070 3 JohnD.Rainey 750,000 703,125 4,393 MarkBritto 750,000 703,125 4,393 1 In accordancewiththetermsofthe2022AIP,eachthen-servingNEOsbasesalaryandAIPAnnualTargetasofApril1,2022wasusedtocalculatetheTargetIncentiveAmount applicabletothePBRSUsgrantedpursuanttothe2022AIP.ForMs.Rabinovitch,herbasesalaryandherAIPAnnualTarget(i.e.,75%)priortobecominganNEOwasusedto calculateherTargetIncentiveAmountapplicabletothePBRSUsgranted.ForMr.Jorgensen,hisstartingbasesalarywasusedtocalculatehisTargetIncentiveAmountapplicableto thePBRSUs,whichwasproratedbasedonhisstartdaterelativetotheperformanceperiod. 2 ThetargetnumberofPBRSUswasdeterminedbydividing(i)theTargetIncentiveAmountallocatedtotheCompanyperformanceportionby(ii)theaverageclosingpriceofPayPal commonstockforaperiodof30consecutivetradingdayspriortothegrantdate(the“AverageClosingPrice”).ThePBRSUsunderthe2022AIPweregrantedonFebruary15,2022 to eachofthethen-servingNEOsandonSeptember15,2022toMr.Jorgensen. 3 Mr. Rainey forfeited his 2022 AIP award upon his resignation from the Company. Theremaining25%oftheTargetIncentiveAmountforeachNEOwasdeterminedbasedonindividualperformance,tobe deliveredin cash,in eachcaseasdescribedbelow. BaseSalaryUsedtoCalculateCash 1 NEO TargetIncentiveAmount ($) TargetCash($) DanielH.Schulman 1,250,000 625,000 Gabrielle Rabinovitch 750,000 234,375 PeggyAlford 750,000 234,375 JonathanAuerbach 750,000 234,375 AaronKarczmer 750,000 234,375 2 BlakeJorgensen 750,000 98,245 JohnD.Rainey 750,000 234,375 MarkBritto 750,000 234,375 •2023ProxyStatement 57

COMPENSATIONDISCUSSIONANDANALYSIS AnnualIncentivePlan 1 In accordancewiththetermsofthe2022AIP,eachNEOsbasesalaryandAIPAnnualTargetasofDecember1,2022wasusedtocalculatetheTargetIncentiveAmountapplicable to the cash portion of the 2022 AIP. 2 Mr. JorgensensTargetCashwasproratedbasedonhisstartdaterelativetothe2022AIPperformanceperiod. TheactualamountofeachparticipatingNEOs2022AIPawardwasdeterminedbythefollowingformula(andfor Mr. Jorgensen,proratedbasedonhisstartdaterelativetotheperformanceperiod,inaccordancewiththetermsofthe 2022AIPapplicabletoemployeeshiredduringtheperformanceperiod): Company Performance 75%Weight Revenue Non-GAAP Operating Individual Base Target 0-200% Payout Margin Performance AIP Salary Incentive % 0-200%Payout 25% Weight PAYOUT 0-200%Payout Net New Actives +1% for every 2.5millionincrease of NNAs above target CAPPEDAT 200% CompanyPerformanceMeasures WhendesigningtheCompanys2022executivecompensationprogram,theCompensationCommitteeevaluatedarange of performancemetricsforpurposesoftheCompanysincentiveprogramsandconsideredinputfrommanagementandits independentcompensationconsultant.TheCompensationCommitteeinitiallydeterminedtheperformancetargetsand criteria related to the AIP in early 2022, based on the information available at that time. In April 2022, due to macroeconomicpressures,theCompanyreviseditsfinancialguidanceforfullyear2022.Basedonthisrevisedguidance, andafterconsideringanumberoffactors,includingthepotentialimpactonemployeesandtosupportretention,the CompensationCommitteeadjustedtheperformancemeasuresfortheCompanyperformanceportionofthe2022AIPfor all employeesotherthantheCompanysCEO,ExecutiveVicePresidentsandactingCFO.Inaddition,theCompensation Committeedeterminedthatthe2022AIPwouldbepaidfullyincashforalleligibleemployeesbelowthelevelofVice Presidentto whomtheadjustedperformancesmeasuresapplied.TheCompensationCommitteedidnotadjustthe performancemeasureswithrespecttotheNEOsandtherewasnopayouttoanyNEOundertheCompanyperformance portion of the 2022 AIP. Measure Weighting Definition Purpose Revenue, as reported in our Annual The Compensation Committee believes that revenue is a key Revenue 50% Report on Form 10-K. financial metric for the Companys performance and driver of stockholder value creation. The Compensation Committee believes that Non-GAAP Operating “Non-GAAP Operating Margin,” Margin is an important measure of our performance because it Non-GAAP as described in “Appendix A: measures profitability, reflects the Companys revenue growth and Operating 50% Reconciliations of Non-GAAP expense management discipline and is a key financial metric of core Margin Financial Measures” to this proxy financial performance and business activities within our peer group. statement. Non-GAAP Operating Margin is also a key financial metric that the Company uses internally to measure ongoing financial performance. Measures the net change in the The Compensation Committee believes that NNAs are an important Net New Potential number of organic active customer measure of the growth of our active customer base. The number of Actives Modifier accounts compared to target. NNAs NNAs is also a key operational metric that the Company uses (“NNAs”) measurement excludes the impact internally to measure ongoing performance. of any mergers and acquisitions. TheNNApotentialmodifierdidnotimpacttheNEOs2022AIPpayout.TheCompensationCommitteeremovedthis modifierwhenitadjustedtheperformancemeasuresfornon-NEOemployees. TheminimumthresholdforeitherrevenueorNon-GAAPOperatingMarginneededtobemettotriggeranypayments undertheCompanyperformancecomponentofthe2022AIP.RevenueandNon-GAAPOperatingMarginwereweighted equally to determinethe payoutof the Companyperformancecomponentofthe2022AIP.TheNNAsoperational performancemeasureservedasamodifierthatwouldhaveincreasedtheCompanyperformancepayoutbyone percentagepointforeach2.5millionincreaseinNNAsabovethetarget.ThemaximumpossiblepayoutfortheCompany performanceportionoftheAIPwas200%. 58 •2023ProxyStatement

COMPENSATIONDISCUSSIONANDANALYSIS AnnualIncentivePlan In January 2022, the CompensationCommitteeestablishedthreshold,targetandmaximumperformancegoalsforthe revenueandNon-GAAPOperatingMarginmeasuresandatargetgoalfortheNNAmeasure,basedprimarilyonour approvedbudgetandoperatingplanfortheyearandfullyearguidanceprovidedtotheinvestmentcommunity.Thetable belowshowstheperformancegoalsforthe2022AIPapplicabletotheNEOsandtheactualperformanceachieved.There wasnopayoutwithrespecttotheCompanyperformanceportionofthe2022AIPforourNEOsbecausetheminimum PRO thresholdsfor the revenueandNon-GAAPOperatingMarginperformancemeasureswerenotmet. XY S T Actual Achieved A Company Measure Threshold Target Maximum (Percentage of TEMENT (50% Payout)* (100% Payout)* (200% Payout)* Target Achieved) Revenue (in $ billions) $28.70 $29.70 $30.70 $27.52 (0%) Non-GAAP Operating 22.0% 23.0% 24.0% 21.3% (0%) Margin Net New Actives 18.0 8.6 (0%) (in millions) Company Performance Portion of the AIP 0% * Linear interpolationapplies to revenueand Non-GAAPOperatingMarginforresultsbetweenspecificgoals. Individual PerformanceMeasures Tofacilitate differentiation based on individual performance,25% of the target incentive amount for our NEOs was based on anindividualperformancescorerangingfrom0%to200%(the“IndividualPerformanceScore”).Atthebeginningof2022, theCompensationCommitteediscussedwithMr.Schulmanthekeyfactorsfordeterminingawardsunderthe2022AIP, aswellasourthen-servingNEOsexpectedcontributionstothatperformanceandtheirrespectiveindividualbusiness objectives.In early 2023, Mr. Schulman presentedto the CompensationCommitteehisassessmentofeachofthethen- servingNEOsindividualperformanceduring2022againsttheirobjectivesfortheyear.TheCompensationCommittee assessedMr.Schulmansindividualperformanceduring2022againsthisobjectivesfortheyear. TheNEOskeyaccomplishmentsfor2022arediscussedbelow. NEO KeyPerformanceAgainstObjectives DanielH.Schulman ProvidedstrategicleadershipandledtheCompanythroughachallengingperiodof macroeconomicuncertainty,geopoliticalinstability,slowingecommercegrowth andareturntopre-pandemicconsumerbehaviors. Ledcomprehensiveoperationalreviewtoidentifysubstantialefficiency opportunitiesandgrowthinitiatives.Oversawcapitalallocationinitiatives,including aninvigoratedcapitalreturnprogramallocatingahigherpercentageoffreecash flow to share repurchases,as well as productivityinitiatives to reduce costs and drive a return to profitable growth. Oversaweffortstoinnovateatscale,includingadvancesinbrandedcheckout, enhanceddigitalwalletpropositionandintroductionofmorewaystoaccelerate merchantgrowth. Oversawenterprise-wideadoptionofLeadershipPrinciplesbasedonourfourcore valuesthatestablishacommonsetofexpectationsforallemployeesandinitial stepstointegratetheseprinciplesacrosstheglobaltalentstrategy. Oversawcontinuingevolutionofemployeeworkexperience,includingnormalizing post-COVIDworkingconditions(includingbalancingworkfromhomeandoffice reopenings),furtheringemployeewellnessinitiativesandprovidingsupportto employeesthroughouttheirfullemploymentcycle. •2023ProxyStatement 59

COMPENSATIONDISCUSSIONANDANALYSIS AnnualIncentivePlan NEO KeyPerformanceAgainstObjectives GabrielleRabinovitch ServedasinterimCFOuponMr.RaineysdeparturefromtheCompanyfromMay 2022toAugust2022,andasactingCFOuponMr.Jorgensensleaveofabsencein September2022. ManagedcapitalallocationandotherTreasuryinitiatives,includingtheCompanys sharerepurchaseprogramanda$3billionseniornotesofferingandconcurrentdebt tenderoffer. SuccessfullyformedandlaunchedPayPalsfirstcaptiveinsurancecompanyto provideavehicletoself-fundportionsofPayPalsliabilityexposuresandprovidean alternative to commercialinsurancemarkets. Continuedtodeliveraproactiveandstrategicinvestorrelationsprogram. PeggyAlford OversawthecontinuedgrowthoftheCompanysactivemerchantbase. Addedandexpandedstrategicrelationshipswithleadingglobalmerchants, includingtheCompanybecominganexclusiveorprimaryproviderofunbranded processinginmultipleinstances. Increasedoperatingleveragethroughfocusedorganizationalimprovementsand increasedsalesproductivityglobally. JonathanAuerbach FurtheredtheCompanysgrowthandstrategicandoperationalgoalsthroughthe developmentandexecutionoftheCompanysacquisitionandPayPalVentures investmentstrategyininnovativecompaniesfocusedonFinTech,commerce enablementanddigitalinfrastructure. OversawtheCompanysexpansionofourpaymentservicesinChina,includingthe successfulrenewalofourforeignpaymentsplatformlicense. ChairedtheOperatingGroupfortheCompanywhichwasresponsibleforleading theorganizationthroughourbusinessandworkforcetransformation,andproduct andpartnershipinvestmentdecisionstoaccelerateofferingsandsolutionstoour merchantsandconsumers. AaronKarczmer OversawexpandedremitasChiefEnterpriseServicesOfficer,includingcontrol functions, operational services, Legal and ESG, in addition to Risk and Compliance. OversawtheCompanysgeolocationstrategytostreamlineandenhanceoperations andcustomerserviceexperiences. Oversawcontinueddevelopmentandoptimizationofriskcapabilitiesacross consumerandmerchantcustomersegments. BlakeJorgensen Initiated onboardingas CFOpriorto leaveof absence. MarkBritto LedthetransformationoftheProductorganizationandnewleadershipstructurefor ConsumerandMerchantbusinessunits. Removedcomplexityandstreamlineddecision-making,toenablefasterproduct development,reducecostsandimproveend-to-endfinancialmanagement. ManagedtheonboardingoftheCompanysnewChiefProductOfficer. In determiningtheIndividualPerformanceScoreforeachNEO,theCompensationCommittee,withMr.Schulmansinput, conductedathoroughreviewofeachNEOsperformanceagainsttheirvariousbusinessobjectives,takingintoaccountthe relative importanceof eachobjectiveto the Company.Mr.SchulmanthenrecommendedtotheCompensationCommittee eachNEOsIndividualPerformanceScoreotherthanhisown.TheCompensationCommitteemadeafinaldetermination,in its sole discretion, as to the Individual Performance Score for each NEO based on this review and Mr. Schulmans recommendations.TheCompensationCommitteealsoreviewedMr.Schulmansperformanceanddetermined,initssole discretion, the Individual PerformanceScore for Mr. Schulman. 60 •2023ProxyStatement

COMPENSATIONDISCUSSIONANDANALYSIS AnnualIncentivePlan AdditionalAIPConsiderations–DIE&BandRiskandCompliance TheCompensationCommitteealsoincludedinitsconsiderationeachNEOsindividualperformanceratingsbasedon (1) each NEOs demonstratedcommitmenttotheCompanysDIE&Bstrategyandgoals,pursuanttotheindependent observationandjudgmentoftheCompanyshumanresourcesleadershipanditsDIE&Bteam;and(2)theriskand PRO compliancereviewsby,andindependentobservationandjudgmentof,theCompanysriskandcomplianceofficers,as well as its own observationsand assessmentsof the performanceof eachNEO. XY S T In 2022, we continuedour multi-yearprocessto incorporateDIE&Bintoourexecutivecompensationprogram,and A assessedtheactionstakenbyourleaderswiththeintenttodrivemeasurableoutcomesovertime,includingincreasingthe TEMENT representationof underrepresentedgroupswithinourleadershipandgeneralemployeepopulation.For2022,the Companysnear-termfocuswasonstrengtheningthefoundationforamoreinclusiveanddiverseculture,includingby evaluatingour seniorleaderssuccessin promotingDIE&Bacrosstheorganizationandthroughoutthefullemployeecycle. TheCompensationCommitteeassessedeachNEOsparticipationinourDIE&Bprogrambasedondemonstrableand objectiveactionstakenbytheNEO.TheCompensationCommitteebelievesthattheCompanysexecutivecompensation programshouldappropriatelysupporttheCompanysmulti-year,long-termDIE&Bstrategy,andintendstocontinue incorporatingandenhancingDIE&Bconsiderationsintheexecutivecompensationprograminfutureyears. Embedding DIE&B-Related Performance in our Executive Compensation Program Our performance evaluation is based on each executive officers commitment to building the foundation of a more inclusive and diverse culture as demonstrated through measurable actions across the employee lifecycle: Engagement in business- Participation in diverse Employee perspective on Completion of our DIE&B specific initiatives to support hiring and sponsorship inclusive workplace culture learning modules for all retention and advancement programs through engagement survey employees 2022AIPPayments 1 Thefollowingtableshowsthe2022AIPPayoutforeachparticipatingNEO. 2022 Target Company AIPPBRSU Individual 2022 PBRSUs Performance Payout Performance AIPCash NEO (Shares) x Score = (Shares) + TargetCash($) x Score = Payment($) DanielH.Schulman 11,715 0 0 625,000 50% 312,500 Gabrielle Rabinovitch 1,582 0 0 234,375 90% 210,938 PeggyAlford 4,393 0 0 234,375 85% 199,219 JonathanAuerbach 4,393 0 0 234,375 70% 164,063 AaronKarczmer 4,393 0 0 234,375 80% 187,500 BlakeJorgensen 3,070 0 0 98,245 75% 73,684 MarkBritto 4,393 0 0 234,375 70% 164,063 1 Mr. Rainey forfeited his 2022 AIP award in connectionwith his resignation. Long-TermIncentiveCompensation Long-TermIncentiveAwardTargetValues In makingits determinationon the LTI annual target values for our NEOs for 2022, the CompensationCommitteeset equity awardguidelinesandtargetlevelsforindividualawardsbypositionbasedonthefollowing: • equity compensationpracticesoftechnologycompaniesinourcompensationpeergroup,asdisclosedintheirpublic filings (see “Our CompensationPeerGroup”belowforour2022peergroup)andinproprietarythird-party compensationsurveys; • individual performanceandpotential; • the IncentiveCompensationFactors(see“HowWeDetermineIncentiveCompensation”above); • anychangestoorexpansionofscopeofroleandresponsibilities;and • the needtoretainqualifiedindividualsin a highly competitivemarketfor provenexecutivetalenttakinginto account their prospectivecontributionsto the Company. •2023ProxyStatement 61

COMPENSATIONDISCUSSIONANDANALYSIS AnnualIncentivePlan TheCompensationCommitteedetermineseachofourNEOsannualtargetvaluesbasedoninformationavailableatthe beginningoftheyear(or,iflater,at the time of appointment),includingcompanyandindividualperformanceandpotential andcompetitivemarketdata.The2022LTIawardsforourNEOsweredividedequallyinto(i)PBRSUswithathree-year performanceperiodand(ii)service-basedRSUsthatvestoverthreeyears(withone-thirdoftheRSUsvestingonthefirst anniversaryof the grant date, and the remaindervestingratablyeachsubsequentquarterovertheremainingvesting period). Basedontheaboveguidelines,inJanuary2022,theCompensationCommitteeapprovedthetarget2022LTI awardsforourthen-servingNEOs.Seethe“CFO-TransitionRelatedCompensation”sectionforadiscussionofthegrants madetoMr.JorgensenandMs.RabinovitchinconnectionwiththeirappointmentstotheCFOrole. 2022 2022 Target 2022 1 TargetLTI PBRSUs Service-Based NEO GrantValue($) (Shares) RSUs(Shares) 2 DanielH.Schulman $24,000,000 88,396 88,396 3 Gabrielle Rabinovitch $ 2,750,000 10,129 10,129 PeggyAlford $10,000,000 36,832 36,832 JonathanAuerbach $10,000,000 36,832 36,832 AaronKarczmer $10,000,000 36,832 36,832 4 JohnD.Rainey $10,000,000 36,832 36,832 MarkBritto $15,000,000 55,248 55,248 1 ThetargetnumberofPBRSUsandnumberofservice-basedRSUsgrantedweredeterminedbydividingthetotalgrantvalueoftheawardbytheAverageClosingPrice.ThePBRSUs andservice-basedRSUsweregrantedonMarch1,2022tothethen-servingNEOs.InconnectionwithMs.RabinovitchsappointmentasinterimCFO,shewasgrantedadditional PBRSUsandRSUswithanaggregatetargetgrantdatevalueof$3milliononJune15,2022,andinconnectionwithherappointmentasactingCFOshewasgrantedadditionalRSUs with an aggregatetargetgrantdatevalueof$1.25milliononOctober15,2022andPBRSUswithanaggregatetargetgrantdatevalueof$1.25milliononMarch1,2023.Newhire PBRSUsandRSUswithanaggregatetargetgrantdatevalueof$10millionweregrantedtoMr.JorgensenonSeptember15,2022. 2 FollowingdiscussionwithMr.SchulmanandtakingintoaccountoverallmarketconditionsandCompanyperformance,theCompensationCommitteedecreasedMr.Schulmans annualtargetvaluefrom$27millionin2021. 3 Ms.Rabinovitchwasawardedher2022LTIawardspriortobecominganNEO.ShereceivedtwosetsofLTIawardsonMarch1,2022:herannualawardwithatargetvalueof $2,500,000andasupplementalkeytalentawardwithatargetvalueof$250,000. 4 Mr. Rainey forfeited his 2022 annual LTI Awards in connectionwith his resignation. Performance-BasedRestrictedStockUnits(PBRSUs) In January 2022, the CompensationCommitteeapprovedthefollowingstructureforthemulti-yearPBRSUsgrantedin2022 (the “2022-2024PBRSUs”). • Three-yearperformanceperiodfromJanuary1,2022throughDecember31,2024,toemphasizetheimportanceoflong- term, sustainedstrategicgrowth. • AwardstobesettledinsharesofPayPalcommonstock,subjecttotheCompensationCommitteesapprovalofthe level of achievementagainstthepre-establishedgoalsfortwoperformancemeasures:“FX-Neutral”Revenue compoundannualgrowthrate(“CAGR”)andFreeCashFlowCAGR. PerformanceMeasuresandRationales TheCompensationCommitteebelievesthatmeasuringCAGRoverthethree-yearperformanceperiodisanappropriate performancemeasureasitisalignedwithourlong-termgoalofgrowingrevenueandfreecashflow. Thefollowingtabledescribesthetwoperformancemeasuresforthe2022-2024PBRSUsandtheCompensation Committeesrationalefortheirselection. Measure Weighting Definition Purpose The Compensation Committee believes that the FX-Neutral Revenue FX-Neutral Revenue calculated on a fixed measure is an important factor in stockholder value creation and Revenue 50% foreign exchange basis (referred makes our executive officers accountable for driving profitable CAGR to as “FX-Neutral”). growth while making appropriate tradeoffs between investments that increase future revenue growth and operating expense. “Free Cash Flow” as described in The Compensation Committee believes that the Free Cash Flow Free Cash “AppendixA: Reconciliation of Non- measure reinforces the importance of PayPals cash generation Flow CAGR 50% GAAP Financial Measures” to this capability so we can finance continued growth and investment proxy statement. requirements and remain well-positioned to take advantage of inorganic growth opportunities. 62 •2023ProxyStatement

COMPENSATIONDISCUSSIONANDANALYSIS AnnualIncentivePlan PBRSUMechanicsandTargets Eachyear,inestablishingperformancegoalsforthenewthree-yearperformanceperiod,theCompensationCommittee considersanumberofkeyfactors,includingPayPals: • medium-termbusinessplan; PRO • medium-termoutlookprovidedtoinvestors; XY S • strategic direction and initiatives; T A • historical performanceand goals set for prior performanceperiods;and TEMENT • potential extraordinaryevents that could have a disproportionateimpact on the alignmentof performanceand compensation. ThetargetssetbytheCompensationCommitteeareintendedtoberigorousandconsistentwiththemedium-termoutlook providedtotheinvestmentcommunityandourmedium-termbusinessplan.Thespecificgoalsforthe2022-2024PBRSUs are intendedto bechallengingbutattainabletoprovideappropriateincentivesforourexecutiveofficerstocontinueto growourbusiness.TheCompensationCommitteebelievesthatachievementofmaximumperformanceagainstthetarget levels would require sustainedexceptionalperformanceovertheperformanceperiod. ThetwoLTIperformancemeasuresareindependent.Ifeitherthresholdgoalismet,awardswillbeearnedwithrespectto that performancemeasurebasedonthepercentagesshowninthetableabove.Iftheperformancethresholdforameasure is not met, there will be no payment attributableto that performancemeasure.If neither performancethresholdis met, no sharesofPayPalcommonstocksubjecttothe2022-2024PBRSUswillbeawarded. Wedonotdisclosethespecificperformancegoalsforthe2022-2024PBRSUsinthisproxystatementforcompetitive reasons. For each measure, performance at the threshold level will result in a payout of 50% of target, performance at the target level will result in a payout of 100% of target and performance at the maximum level will result in a payout of 200% of target. Linear interpolation is applied to performance between threshold, target and maximum levels. The performance targets and achievement levels for the 2020-2022 PBRSUs are shown below to provide insight into the rigor of the targets the CompensationCommitteesets. SettlementofPreviouslyAwarded2020-2022PBRSUs TheCompensationCommitteesetthetargetsforthe2020-2022PBRSUsatthebeginningoftheperformanceperiod.Itwas unclear at that time the impact that the COVID-19 pandemic would have on our financial profile. We were able to maintain strong operating income and Free Cash Flow generation duringthis period, despite facing macroeconomic headwinds. Beginningwiththefourthquarterof2022,wereclassifiedcertaincashflowsrelatedtoderivativecollateral forforeign currencyhedging.Thesecashflowshadpreviouslybeenclassifiedascashflowsfromoperatingactivities,andwere reclassified as cash flows from investing and financing activities, which we believe provides a more meaningful representation of cash flows from operating activities for a given period to our investors. At the time the targets for the 2020- 2022PBRSUsweredetermined,ourFreeCashFlowforecastwasbasedonthepriormethodology.Becausethe2020-2022 PBRSUtargetsweresetunderthepriormethodology,theCompensationCommitteebasedtheperformanceachievement for the Free Cash Flow CAGR for the 2020-2022 PBRSUs on our historical presentation of Free Cash Flow, as indicated below.Thepercentageoftargetachievedforthe2020-2022PBRSUswas145%(undertherevisedmethodology,thetarget achievedwouldhavebeen97%). Thefollowingchartshowstheminimum,targetandmaximumvestinglevelsforFX-NeutralRevenueCAGRandFreeCashFlow CAGRforthe2020-2022PBRSUs,theactualresultsforeachmeasureandthecorrespondingpercentageoftargetachieved. •2023ProxyStatement 63

COMPENSATIONDISCUSSIONANDANALYSIS AnnualIncentivePlan PayPalPerformance Threshold Target Maximum Percentage of Measure (50% Payout) (100% Payout) (200% Payout) Target Achieved Actual 16.1% FX-Neutral Revenue CAGR 90% 14.5% 16.5% 17.5% Actual 14.7% Free Cash Flow CAGR 200% 11.0% 13.0% 14.0% Aggregate Percent 145% of Target Achieved ThefollowingtableshowsthenumberofsharesofPayPalcommonstockearnedandvestedpursuanttothe2020-2022 1 PBRSUsforeachparticipatingNEObasedonachievementof145%oftarget. Target Percentageof Numberof PBRSUs Target Shares NEO (Shares) x Achieved = Earned DanielH.Schulman 89,678 145% 130,034 Gabrielle Rabinovitch 9,784 145% 14,188 PeggyAlford 25,623 145% 37,154 JonathanAuerbach 29,893 145% 43,345 AaronKarczmer 32,028 145% 46,441 1 Mr. Rainey forfeited his 2020-2022 PBRSUsin connectionwithhis resignation. RestrictedStockUnits(RSUs) Our2022LTIawardsalsoincludedservice-basedRSUswithathree-yearvestingschedule,whichalignswiththethree-year performanceperiodofthe2022-2024PBRSUs.TheseRSUawardsvestone-thirdonthefirstanniversaryofthegrantdate, with the remaindervestingratablyeachfollowingquarterovertheremainingvestingperiod,subjecttothecontinued employmentoftheNEO.Service-basedRSUshavevalueregardlessofwhetherourstockpriceincreasesordecreases, andaredesignedtohelpsecureandretainourexecutiveofficersandprovideanappropriateincentiveforthemtoremain with us during the vesting period. OtherCompensationElements CFOTransition-RelatedCompensation In April 2022, the CompanyannouncedMr.RaineysimpendingdeparturefromPayPal.Atthattime,Mr.Raineywaseligible to take a sabbatical under the Companyssabbaticalprogram.To facilitatean effectivetransitionof duties prior to his departure,theCompensationCommitteeapproveda$100,000cashtransitionbonus,whichwassubjecttoMr.Rainey remainingcontinuouslyemployedwiththeCompanyuntilMay23,2022,withouttakinganytimeoff.Thetransitionbonus waspayabletoMr.Raineywithintwoandahalfmonthsfollowinghisemploymentterminationdate.Mr.Raineywasnot eligible for any severanceor equity accelerationin connectionwith his departure. In April 2022, the Board appointedMs. Rabinovitchto serveas interim CFO effectiveupon Mr. Raineysdeparture.In June 2022,theCompensationCommitteeapprovedthefollowingretentionpackageforMs.Rabinovitch,giventhepotential retention risks, and her materially expanded duties and responsibilitiesand critical role at the Company: • Aservice-basedRSUawardgrantedonJune15,2022,withagrantdatevalueof$1.5million,subjecttothethree-year vestingscheduleapplicabletoRSUsundertheCompanysLTIprogram. • APBRSUawardgrantedonJune15,2022,withagrantdatetargetvalueof$1.5million,scheduledtovestonMarch1, 2025basedontheCompanysachievementoftheperformanceconditionsforthe2022-2024PBRSUs. 64 •2023ProxyStatement

COMPENSATIONDISCUSSIONANDANALYSIS OtherCompensationElements • Acashretentionbonusof$1,000,000,withone-halfpaidinJuly2022,andtheotherhalftobepaidfollowingtheearlier of the two-monthanniversaryof theappointmentofMr.RaineysCFOsuccessorandMarch1,2023. • Eligibility to participate as an executive vice president under the PayPal Holdings, Inc. Executive Change in Control and SeverancePlan(the“ExecutiveSeverancePlan”)duringthetransitionperiodbetweenthedepartureofMr.Raineyand thesix-monthperiodfollowingthestartdateofthesuccessorCFO,contingentonMs.Rabinovitchstransitionsupport PRO to the successorCFO. XY S In August 2022, the Board appointedMr. JorgensenasExecutiveVicePresident,ChiefFinancialOfficereffectiveAugust3, T A 2022.TheCompensationCommitteeapprovedthefollowingaspartofhisnewhirecompensation,whichwasdetermined TEMENT after consideringa reviewof the competitivemarket,compensationreceivedbyMr.Jorgensenspredecessorand compensationreceivedatMr.Jorgensensprioremployer: • Anewhireservice-basedRSUawardgrantedonSeptember15,2022,withagrantdatevalueof$1million,subjecttothe three-yearvestingscheduleapplicabletoRSUsundertheCompanysLTIprogram. • AnewhirePBRSUawardgrantedonSeptember15,2022,withagrantdatetargetvalueof$1million,tobevestedon March1,2025basedontheCompanysachievementoftheperformanceconditionsforthe2022-2024PBRSUsunder theCompanysLTIprogram. • Asupplementalnewhireservice-basedRSUawardgrantedonSeptember15,2022,withagrantdatevalueof $8million, subject to the three-year vesting schedule applicableto RSUs under the CompanysLTI program. • Anewhirecashretentionbonusof$6million,withone-halfpaidshortlyfollowinghisemploymentstartdate,$1million paidinNovember2022andtheremaindertobepaidfollowingtheone-yearanniversaryofhisemploymentstartdate, subjecttoMr.JorgensenscontinuedemploymentwiththeCompanyoneachapplicablepaymentdate. Aspreviouslydisclosed,Mr.JorgensenwentonaleaveofabsenceinSeptember2022duetohealthreasons.TheBoard appointedMs.RabinovitchtoserveasactingCFOduringMr.Jorgensensleave.Inconnectionwiththisappointment,the CompensationCommitteeapprovedthefollowingadditionalretentionpackageforMs.Rabinovitch: • Aservice-basedRSUawardgrantedonOctober15,2022,withagrantdatevalueof$1.25million,subjecttothethree- yearvestingscheduleapplicabletoRSUsundertheCompanysLTIprogram. • APBRSUawardgrantedonMarch1,2023,withagrantdatetargetvalueof$1.25million,scheduledtovestonMarch1, 2026basedontheCompanysachievementoftheperformanceconditionsforthe2023-2025performanceperiod. • Eligibility to participate as an executive vice president under the Executive SeverancePlan while Ms. Rabinovitchserves asactingCFO,andforsixmonthsthereafter,contingentonMs.Rabinovitchscontinuousreasonablebesteffortsto supporttheCompanysCFOintheirtransitiontotheCFOroleduringthesixmonthsfollowingtheperiod Ms.RabinovitchservesasactingCFO. DeferredCompensation TheDCP,ournon-qualifieddeferredcompensationplan,providesourU.S.-basedexecutiveofficerstheopportunityto defercompensationinexcessoftheamountsthatarelegallypermittedtobedeferredunderourtax-qualified401(k) savingsplan(the“401(k)Plan”).Eachofthe401(k)PlanandtheDCPallowsparticipantstosetasidetax-deferredamounts. TheCompensationCommitteebelievestheopportunitytodefercompensationisacompetitivebenefitthatenhancesour ability to attract and retain talented executives while building plan participants long-term commitment to the Company. Theinvestmentreturnonthedeferredamountsislinkedtotheperformanceofarangeofmarket-basedinvestment choices.NoneofourNEOsparticipatedinorhadabalanceintheDCPduring2022. OtherBenefits WeprovidecertainexecutiveofficerswithperquisitesandotherpersonalbenefitsthattheCompensationCommittee believesarereasonableandconsistentwithouroverallexecutivecompensationprogramandphilosophyandthatwillhelp usattractandretaintheseexecutiveofficers,assetforthbelow.TheCompensationCommitteeperiodicallyreviewsthe levels of these benefits provided to our executive officers. CEOSecurityProgram Wemaintainacomprehensivesecuritypolicy,andwemaydeterminethatincertaincircumstances,certainexecutive officers should be required to have personal security protection.We require these executivesto acceptsuch personal security protectionbecausewebelieveitisinthebestinterestsoftheCompanyandourstockholdersthatourexecutives andtheirfamilymembersnotbevulnerabletosecuritythreats. •2023ProxyStatement 65

COMPENSATIONDISCUSSIONANDANALYSIS OtherCompensationElements BecausePayPalisahighlyvisiblecompany,theCompensationCommitteeauthorizedaCEOsecurityprogramfor Mr. Schulmantoaddresssafetyconcerns,whichincludespecificthreatstohissafetyarisingdirectlyasaresultofhis position as our Presidentand CEO. We paidto procure,install and maintainpersonalresidentialsecuritymeasuresfor Mr. Schulmanandforthecostsofsecuritypersonnelduringpersonaltravel.Inaddition,theCompensationCommitteehas approvedMr.Schulmansuseofourcorporateaircraftforpersonaltravelinconnectionwithhisoverallsecurityprogram. Webelievethecostsofthisoverallsecurityprogramarereasonable,appropriateandbenefittheCompany.Althoughwe donotconsiderMr.Schulmansoverallsecurityprogramtobeaperquisiteforhisbenefitforthereasonsdescribedabove, thecostsrelatedtopersonalsecuritymeasuresforMr.Schulmanathisresidenceandduringpersonaltravel,aswellasthe costsofourcorporateaircraftforpersonaltravel,arereportedinthe“AllOtherCompensation”columninthe2022 SummaryCompensationTablebelow. OurStructureforSettingCompensation RolesandResponsibilities CompensationCommittee OurexecutivecompensationprogramisdesignedandadministeredunderthedirectionandcontroloftheCompensation Committee,whichismadeupsolelyofindependentdirectors.TheCompensationCommitteereviewsandapprovesour overall executivecompensationprogram,policiesandpracticesandsetsthecompensationofourexecutiveofficers, includingourNEOs. CompensationConsultant TheCompensationCommitteesindependentcompensationconsultantprovidesadviceandresourcestohelpthe CompensationCommitteeassesstheeffectivenessofourexecutivecompensationstrategyandprogram.The compensationconsultantreportsdirectlytotheCompensationCommittee,andtheCompensationCommitteehasthe sole powertoterminateorreplacetheconsultantatanytime.CompensiahasservedastheCompensationCommittees compensationconsultantsince2016. TheCompensationCommitteedirectedCompensiatohelpmembersofmanagementobtaintheinformationnecessaryfor managementtoformulaterecommendationstotheCompensationCommittee,whichareevaluatedbyCompensia.A representativeof CompensiaalsoattendsCompensationCommitteemeetings,inexecutivesessionwithnomembersof managementpresent,andmeetswiththechairandmembersoftheCompensationCommitteeoutsideofregular meetings. Aspartofitsengagementin2022,Compensiaprovidedanenvironmentalscanofexecutivecompensation,evaluatedour compensationpeergroupcomposition,evaluatedexecutivecashandequitycompensationlevelsatourcompensation peergroupcompanies,reviewedproposedcompensationadjustmentsandchangestoexistingarrangements,advisedon theframeworkforourannualandlong-termincentiveawards,assessedexecutiveperquisitesrelativetopeerandbroader marketpracticesandreviewedproposedcompensationarrangementsfornewexecutives,aswellasthecompensationof ournon-employeedirectors.Compensiadidnotprovideanyotherservicestousin2022. Recognizingtheimportanceofobjectiveadvice,theCompensationCommitteecloselyexaminestheproceduresand safeguardsofitscompensationconsultanttoensurethatitsservicesareobjective.TheCompensationCommitteehas assessedtheindependenceofCompensiapursuanttotheapplicableNasdaqlistingstandardsandSECrulesand concludedthatCompensiasworkfortheCompensationCommitteedoesnotraiseanyconflictofinterest. CEOandtheHumanResourcesDepartment TheCompensationCommitteeworkswithmembersofourmanagementteam,includingMr.SchulmanandKausik Rajgopal,ourEVP,PeopleandSourcing,toformulatethespecificplanandawarddesigns,includingperformance measuresandperformancetargetlevels,necessarytoalignourexecutivecompensationprogramwithourbusiness objectivesandstrategies. Mr. SchulmanreviewswiththeCompensationCommitteehisperformanceevaluationsofeachofourotherNEOstogether with his recommendationsregardingbasesalaryadjustments,annualincentiveawardsandlong-termincentivestoallow theCompensationCommitteetoconsiderourfinancialandoperationalresultsaswellasindividualperformanceinits compensationdecisions.TheCompensationCommitteemakesallfinaldecisionsregardingthecompensationofallofour NEOs. 66 •2023ProxyStatement

COMPENSATIONDISCUSSIONANDANALYSIS OurStructurefor Setting Compensation WhilecertainmembersofmanagementattendedthemeetingsoftheCompensationCommitteein2022byinvitation,they didnotattendexecutivesessionsofthemeetingsorportionsofCompensationCommitteemeetingsduringwhichtheir individual compensationwasdiscussedorapproved. OurCompensationPeerGroup PRO XY S Ourcompensationpeergroupismadeupoftechnologycompaniesandfinancialcompanies.Thismixisintendedto T A providetheCompensationCommitteewithinsightintothedifferencesacrossthesetwobusinesssectorsinwhichwe TEMENT generallycompeteforexecutivetalent. In decidingwhetheracompanyshouldbeincludedinourcompensationpeergroup,theCompensationCommittee generallyconsidersthefollowingscreeningcriteria: • revenue; • marketcapitalization; • historical growth rates; • primaryline of business; • whetherthecompanyhasarecognizableandwell-regardedbrand;and • whetherwecompetewiththecompanyforexecutivetalent. Eachmemberofthecompensationpeergroupwaschosenbasedononeormoreofthefactorslistedabove,butnotall factors were relevant for every peer company.While some of the compensationpeergroupmembersmaybesignificantly larger than PayPal in terms of revenue or market capitalization,the CompensationCommitteehas determinedthatsuch companiesshouldbeincludedinthepeergroupprimarilybecausewecompetewiththemfortalent. Ourcompensationpeergroupfor2022wascomposedof11technologycompanies(whichgenerallyarecompanieswith whichwedirectlycompetefortalent)andeightfinancialcompanies(whichgenerallyarecompanieswithwhichwe competefortalentandthatmorecloselymatchourfinancialperformance).Applyingthecriteriadescribedabove,the CompensationCommitteeremovedTheWesternUnionCompanyfromourcompensationpeergroup. PeerGroupCompanies Technology Companies Financial Companies Adobe Inc. American Express Alphabet Inc. Company Amazon.com, Inc. Discover Financial Apple Inc. Services Block, Inc. Fidelity National Information Intuit Inc. Services, Inc. Meta Platforms, Inc. Fiserv Inc. Global Payments Inc. Oracle Corporation JP Morgan Chase & Co. Salesforce, Inc. Mastercard Incorporated ServiceNow, Inc. Visa Inc. In contemplatingourexecutivecompensationprogramfor2022andgoingforward,theCompensationCommittee consideredthecompensationprogramsofourcompensationpeergroupaswellasourgoalsofrewardingperformance andretainingcoretoptalent.Wealsocompareourperformanceagainsttheperformanceofcompaniesinour compensationpeergroupthatwebelievehaverelativelycomparablebusinessmodels.Ourexecutivecompensation programisgenerallydesignedtoroughlyparalleltheprogramsofmembersofourcompensationpeergroupbecauseour employeeshavehistoricallybeenrecruitedbythesecompetitors. •2023ProxyStatement 67

COMPENSATIONDISCUSSIONANDANALYSIS OtherCompensationPracticesandPolicies OtherCompensationPracticesandPolicies StockOwnershipGuidelines OurBoardhasadoptedstockownershipguidelinesdesignedtocloselyaligntheinterestsofourseniorleadershipteam (including our executiveofficers) with the long-term interests of our stockholders.Under these guidelines,our executive officers are required to achieve ownershipof our commonstockvaluedatthefollowingmultipleof theirannualbasesalary, asapplicable: • CEO:sixtimesbasesalary • ExecutiveVicePresidents(includingall executiveofficersotherthantheCEO):threetimesbasesalary Eachexecutiveofficerisexpectedtomeettheapplicableguidelinelevelwithinfiveyearsofbecomingsubjecttothese requirementsandtocontinuouslyownsufficientsharestomeettheguidelinelevelforaslongastheyremainanexecutive officer. Executiveofficerswhohavenotyetsatisfiedtheirapplicableguidelinelevelarerequiredtoretain25%ofthenetsharesof ourcommonstockthattheyreceiveastheresultoftheexercise,vestingorpaymentofanyequityawardsgrantedtothem. Sharesthatcounttowardssatisfactionofthestockownershipguidelinesincludethefollowing: • sharesownedoutrightbytheexecutiveofficerortheirimmediatefamilymembersresidinginthesamehousehold; • sharesheldintrusts,limitedliability companiesor similar entities for the benefit of the executive officer or their immediatefamilymembers;and • deferredshares,vestedDSUs,deferredRSUsordeferredPBRSUsthatmayonlybesettledinsharesofourcommon stock. OurstockownershipguidelinesareavailableontheGovernancesectionofourInvestorRelationswebsiteat https://investor.pypl.com/governance/governance-overview/default.aspx. HedgingandPledgingPolicy Ourinsidertradingpolicyprohibitsall directors,executiveofficersand employeesfromentering(directlyor indirectly)into anyhedgingormonetizationtransactionsrelatingtooursecurities,includingprepaidvariableforwardcontracts,equity swaps,collarsandexchangefunds,oranyothertransactionthathedgesoroffsets,orisdesignedtohedgeoroffset,any decreaseinthemarketvalueofPayPalsecuritiesowneddirectlyorindirectlybysuchperson.Additionally,directors, executiveofficersandemployeesareprohibitedfromusingPayPalderivativesecuritiesascollateralinamarginaccountor for any loan or extension of credit, or otherwise trading in any instrument relating to the future price of our securities, such asaputorcalloption,futurescontract,shortsale(includingashortsale“againstthebox”),collar,orotherderivative security. Our insider trading policy also prohibits all directors and executive officers from pledging our common stock as collateral for loans. Other employees are strongly discouragedfrom pledgingPayPalsecuritiesas collateralfor loans. ClawbackPolicy Wehaveaclawbackpolicythatappliestoincentivecompensation(includingcashorequity-basedawards)paidor awardedtoanyNEOorotherofficerinavicepresidentormoreseniorposition(“coveredemployees”).Theoccurrenceof anyofthefollowingeventswilltriggerthepolicy: • a coveredemployeemateriallyviolatesourCodeofConduct; • a coveredemployeecausesmaterialfinancialorreputationalharmtotheCompany;or • a material restatementof all or a portion of our financial statements due to a supervisory or other failure by a covered employeeinaseniorvicepresident(ormoresenior)positionoranycoveredemployeewhoisavicepresidentinthe Companysfinancefunction. TheclawbackpolicyprovidesthattheCompensationCommitteewilldetermineinitsdiscretionwhetheranyoftheabove triggering events has occurred,and if so, whether to require the full or partial forfeiture and/or repayment of any incentive compensationcoveredbythepolicybasedonthefactsandcircumstances.Theforfeitureand/orrepaymentmayinclude thefollowing: • anyincentivecompensationthatisgreaterthantheamountthatwouldhavebeenpaidtothecoveredemployeehad thetriggeringeventbeenknown; 68 •2023ProxyStatement

COMPENSATIONDISCUSSIONANDANALYSIS OtherCompensationPracticesandPolicies • anyoutstandingorunpaidincentivecompensation,whethervestedorunvested,thatwasawardedtothecovered employee;and/or • anyincentivecompensationthatwaspaidtoorreceivedbythecoveredemployee(includinggainsrealizedthrough theexerciseofstockoptions)duringthe12-monthperiodprecedingthedateonwhichwehadactualknowledgeofthe triggering event or the full impact of the triggering event was known (or such longer period of time as may be required PRO byanyapplicablestatuteorgovernmentregulation). XY S TheCompanycontinuestomonitorthispolicytoensurethatitisconsistentwithapplicablelawsandwillreviewand T A modifythepolicyasnecessarytoreflectthefinalNasdaqlistingrulesadoptedtoimplementthecompensationrecovery TEMENT requirementsundertheDodd-FrankWallStreetReformandConsumerProtectionAct. SeveranceandChangeinControlProvisions ExecutiveSeverancePlan TheCompanymaintainstheExecutiveSeverancePlan,whichreplacedandsupersededallpriorplansandagreements providingfor severancepaymentsandbenefits,includingthoseinindividualagreementsandseveranceplans.Underthe ExecutiveSeverancePlan,eachNEOiseligibletoreceivepaymentsandbenefitsintheeventofcertainterminationsof employment,includinganinvoluntaryterminationofemploymentbytheCompanywithoutcauseorbytheexecutivefor goodreason.TheExecutiveSeverancePlanincludestheExecutiveLongTermIncentiveProgramadoptedbythe CompensationCommitteeeffectiveJuly1,2021,whichprovidesadditionalseverancebenefitstoNEOs,includingequity vestingprovisionsuponretirement,jobelimination,deathordisability. NopaymentsorbenefitsareprovidedundertheExecutiveSeverancePlanifthereisachangeincontroloftheCompany withoutanaccompanyingqualifyingterminationofemployment(i.e.,wedonotprovideany“single-trigger”changein control payments).WealsodonotprovideanyofourNEOswithanyexcisetax“gross-ups”orotherpaymentor reimbursementofexcisetaxesonseveranceorotherpaymentsinconnectionwithachangeincontroloftheCompany. TheCompensationCommitteebelievesthattheExecutiveSeverancePlanisessentialtofulfilltheCompanysobjectiveof recruiting, developingand retainingkey, high-quality managementtalentin a competitivemarketbecausethese arrangementsprovidereasonableprotectiontoexecutivesintheeventtheyarenotretainedunderspecificcircumstances. TheExecutiveSeverancePlanisalsointendedtofacilitatechangesintheleadershipteambysettingtermsforthe terminationof the employmentofanNEOinadvance,whichallowsforasmoothertransitionofresponsibilitieswhenitis deemedtobeintheCompanysbestinterest.ThechangeincontrolprovisionsintheExecutiveSeverancePlanare intendedtoallowourexecutivestofocustheirattentiononourbusinessoperationsdespitethepotentiallydisruptive impactofaproposedchange-in-controltransaction,toassesstakeoverbidsobjectivelywithoutregardtothepotential impactontheirindividualjobsecurityandtoallowforaseamlesstransitionintheeventofachangeincontrolofthe Company.Theseconsiderationsareespeciallyimportantinlightoftheexecutiveskeyleadershiproles. Mr. Rainey wasineligibleto receiveany benefitsundertheExecutiveSeverancePlaninconnectionwithhisresignation, effective May 23, 2022. As disclosedby the Companyin February2023, in connectionwithaninternalmanagement restructuring, Mr. Brittos employment with the Company terminatedeffectiveFebruary28, 2023. As disclosedby the CompanyinMarch2023,Mr.JorgensensteppeddownfromhispositionastheCompanysCFOasofMarch7,2023andis expectedtocontinuetoserveasasenioradvisortotheCompanythroughSeptember15,2023.Mr.Brittosseparation constituted,andMr.Jorgensensseparationwillconstitute,a qualifyinginvoluntaryterminationwithoutcauseunderthe ExecutiveSeverancePlan,andeachiseligibletoreceiveseverancepaymentsandbenefitspursuanttothetermsand subjecttotheconditionsoftheExecutiveSeverancePlan. AsdisclosedbytheCompanyinFebruary2023,Mr.SchulmaninformedtheBoardthatheplanstoretireasPayPals PresidentandCEOattheendofthisyear.UponhisretirementfromtheCompany,Mr.Schulmanwillbeeligibleforthe retirementbenefitsprovidedundertheExecutiveSeverancePlan. See“PotentialPaymentsUponTerminationorChangeinControl”belowforadescriptionofthesearrangementsandthe estimatedpaymentsandbenefitspayableundertheExecutiveSeverancePlan. TaxandAccountingConsiderations Section162(m)oftheInternalRevenueCode(asamended,“Section162(m)”)generallylimitstaxdeductibilityof compensationpaidbyapubliccompanytoitschiefexecutiveofficer,chieffinancialofficerandcertainothercurrentand formerexecutiveofficersin anyyearto$1millionintheyearcompensationbecomestaxabletotheexecutiveofficer.The CompensationCommitteewillawardnon-deductiblecompensationwhereitbelievesdoingsoisinourandour stockholdersbestinterests,regardlessof its deductibility. •2023ProxyStatement 69

COMPENSATIONDISCUSSIONANDANALYSIS OtherCompensationPracticesandPolicies Weaccountforstock-basedcompensationinaccordancewithFASBASCTopic718,whichrequiresustorecognize compensationexpenseforshare-basedpayments,includingstockoptions,RSUs,PBRSUs,sharesofcommonstockand otherformsofequitycompensation. CompensationCommitteeReport TheCompensationCommitteehasreviewedanddiscussedtheCompensationDiscussionandAnalysisrequiredbyItem 402(b) of Regulation S-K with management.Basedonitsreviewanddiscussions,theCompensationCommittee recommendedtotheBoardthattheCompensationDiscussionandAnalysisbeincludedinthisproxystatementand incorporatedbyreferenceintotheCompanys2022AnnualReportonForm10-K. TheCompensationCommitteeoftheBoard DavidW.Dorman(Chair) JonathanChristodoro Gail J. McGovern 70 •2023ProxyStatement

COMPENSATIONTABLES 2022SummaryCompensationTable CompensationTables 2022SummaryCompensationTable PRO ThefollowingtablesummarizesthetotalcompensationpaidtoandreceivedandearnedbyeachofourNEOsforthefiscal XY yearendedDecember31,2022and,totheextentrequiredunderSECrules,thefiscalyearsendedDecember31,2021and S T December31,2020. A Changein TEMENT Pension Valueand Non-qualified Non-Equity Deferred Stock Option IncentivePlan Compensation All Other Nameand Year Salary Bonus Awards Awards Compensation Earnings Compensation Total 1 Principal Position (a) (b) ($)(c) ($)(d) ($)(e) ($)(f) ($)(g) ($)(h) ($)(i) ($) DanielH.Schulman 2022 1,250,000 — 20,182,730 — 312,500 — 212,692 21,957,922 President and 2021 1,122,115 — 29,920,381 — 625,000 — 402,857 32,070,353 Chief Executive Officer 2020 1,038,462 — 20,957,193 — 1,000,000 — 366,417 23,362,072 BlakeJorgensen 210,336,008 — 73,684 — — 14,712,576 FormerChiefFinancial 2022 302,885 4,000,000 Officer 3 4 5 JohnD.Rainey 2022 305,769 100,000 8,353,168 — — — 29,064 8,788,002 FormerChiefFinancial 2021 750,000 — 11,258,002 — 234,375 — 11,600 12,253,977 Officer and EVP, Global 2020 778,846 — 8,896,739 — 328,125 — 11,400 10,015,110 CustomerOperations 6 6,233,422 — 210,938 — — 8,013,590 GabrielleRabinovitch 2022 534,231 1,035,000 ActingChiefFinancial Officer 7 PeggyAlford 2022 736,731 — 8,353,168 — 199,219 — 12,200 9,301,318 EVP,GlobalSales 2021 674,423 250,000 9,377,300 — 325,000 — 11,600 10,638,323 2020 653,846 1,175,000 6,050,368 — 325,000 — 11,400 8,215,614 JonathanAuerbach 2022 750,000 — 8,353,168 — 164,063 — — 9,267,231 EVP,ChiefStrategy, 2021 698,846 — 11,146,113 — 292,969 — — 12,137,928 Growth&DataOfficer 2020 675,000 — 6,972,602 — 325,000 — — 7,972,602 MarkBritto 2022 750,000 — 12,276,145 — 164,063 — 12,200 13,202,407 FormerEVP,Chief 2021 698,846 — 16,355,481 — 292,969 — 11,600 17,358,896 ProductOfficer 7 — 8,353,168 — 187,500 — 12,200 9,289,599 AaronKarczmer 2022 736,731 EVP,ChiefEnterprise 2021 674,423 — 9,377,300 — 325,000 — 11,600 10,388,323 Services Officer 2020 675,000 — 7,433,719 — 325,000 — 11,400 8,445,119 1 In accordancewithSECrules,eventhoughMs.AlfordandMr.KarczmerwerenotNEOsfor2021,theirrespectivecompensationinformationfor2021isincludedbecausetheywere NEOsfor2020. 2 This amountrepresentsthenewhirecashretentionbonuspaymentsmadetoMr.JorgenseninconnectionwiththecommencementofhisemploymentwiththeCompanyinAugust 2022.Formoreinformation,see“CompensationDiscussionandAnalysis–CompensationFramework–OtherCompensationElements–CFOTransition-RelatedCompensation”. 3 Effective May 23, 2022, Mr. Rainey resigned from his role as Chief Financial Officer and Executive Vice President, Global Customer Operations. 4 This amountrepresentsthecashtransitionbonusofferedtoMr.RaineyinconnectionwiththetransitionofhisdutiestoMs.RabinovitchastheinterimCFOandMr.Raineysaccrued paidtimeoffasofhisemploymentterminationdate.Formoreinformationaboutthetransitionbonus,see“CompensationDiscussionandAnalysis–CompensationFramework– OtherCompensationElements–CFOTransition-RelatedCompensation”. 5 Mr. Rainey forfeited all of his 2022 stock awards upon his resignation effective May 23, 2022. 6 This amountrepresents(i)acashretentionbonuspaymentinMarch2022of$35,000relatedtoaretentionarrangementprovidedtoMs.RabinovitchpriortoherbecominganNEO, and(ii) the cash retention bonus provided to Ms. Rabinovitchin connectionwith her appointmentas the interimCFO.FormoreinformationabouttheinterimCFOcashretention bonus,see“CompensationDiscussionandAnalysis–CompensationFramework–OtherCompensationElements–CFOTransition-RelatedCompensation.” 7 ThesalaryamountforMs.AlfordandMr.Karczmerislessthantheirrespective2022annualbasesalarybecausetheir2022annualbasesalarybecameeffectiveinApril2022. •2023ProxyStatement 71

COMPENSATIONTABLES 2022SummaryCompensationTable StockAwards–Column(e) AmountsshownrepresentthegrantdatefairvalueofRSUsandPBRSUs(includingPBRSUsunderthe2022AIP)grantedto eachofourNEOsascomputedinaccordancewithFASBASCTopic718.ThegrantdatefairvalueofRSUsisdetermined usingthefair value of the underlying commonstockonthegrantdate. TheassumptionsusedbytheCompanyincalculatingthegrantdatefairvalueofthestockawardsareincorporatedherein byreferencetoNote15totheconsolidatedfinancialstatementscontainedintheCompanys2022AnnualReportonForm 10-K. The estimatedfair value of PBRSUs is calculatedbasedon the probableoutcomeof theperformancemeasuresfor theapplicableperformanceperiodasofthegrantdateoftheawardforaccountingpurposes. Assumingthehighestlevelofperformanceisachievedundertheapplicableperformancemeasuresforthe2022AIP PBRSUsandthe2022-2024PBRSUs,themaximumpossiblevalueoftheawardsusingthefairvalueoftheunderlying commonstockonthedatethattheawardsweregrantedforaccountingpurposesispresentedbelow: MaximumValueof2022AIPPBRSUs MaximumValueof2022-2024AIPPBRSUs Name (as of Grant Date for Accounting Purposes)($) (as of Grant Date for Accounting Purposes)($) DanielH.Schulman 2,705,228 18,830,116 BlakeJorgensen 591,896 2,008,012 JohnD.Rainey 1,014,432 7,845,953 Gabrielle Rabinovitch 365,315 4,938,669 PeggyAlford 1,014,432 7,845,953 JonathanAuerbach 1,014,432 7,845,953 MarkBritto 1,014,432 11,768,929 AaronKarczmer 1,014,432 7,845,953 Non-EquityIncentivePlanCompensation–Column(g) Amountsrepresentcash(non-equity)performance-basedcompensationearnedundertheindividualperformanceportion of the 2022 AIP. The CompanyperformanceportionoftheannualincentivepayoutwasdeliveredinPBRSUsandis reflectedin the “Stock Awards”column.See“CompensationDiscussionandAnalysis–2022CompensationFramework andDecisions–AnnualIncentivePlan”aboveforamoredetaileddiscussion. All OtherCompensation–Column(i) Thedollaramountsforeachperquisiteandeachotheritemofcompensationshowninthe“AllOtherCompensation”column andinthisfootnoterepresenttheCompanysincrementalcostofprovidingtheperquisiteorotherbenefittoourNEOs,netof anyamountsreimbursedbyourNEOsandarevaluedbasedontheamountsaccruedforpaymentorpaidtotheservice provider or NEO, or, in the case of perquisites or other benefits, the aggregate incremental cost to the Company, as applicable. See“CompensationDiscussionandAnalysis–OtherCompensationElements–OtherBenefits”aboveforadditionaldetailson thesebenefits. AmountsincludethefollowingperquisitesandothercompensationprovidedtoourNEOsin2022. Perquisitesand 1 Name 401(k) Match ($) OtherBenefits($) Total ($) 2 DanielH.Schulman 12,200 200,492 212,692 BlakeJorgensen ——— 3 JohnD.Rainey 12,200 16,864 29,064 Gabrielle Rabinovitch ——— PeggyAlford 12,200 — 12,200 JonathanAuerbach ——— MarkBritto 12,200 — 12,200 AaronKarczmer 12,200 — 12,200 1 RepresentsmatchingcontributionsundertheCompany401(k)Plan. 2 RepresentscostsrelatedtoMr.Schulmansoverallsecurityprogram,whichconsistedofthefollowing: • Costsof$165,134relatedtotheprocurement,installationandmaintenanceofpersonalsecuritymeasuresforMr.Schulman. • Costsof$35,358relatedtopersonaluseofourcorporateaircraft,calculatedbasedontheaggregateincrementalcosttotheCompany.Includesfuelcosts,landingandparking fees, in-flight catering, crew expenses, en route navigation fees and internationalhandling fees, as applicable. 3 RepresentsthepaymentofMr.RaineysaccruedpaidtimeoffuponhisresignationfromtheCompany. 72 •2023ProxyStatement

COMPENSATIONTABLES 2022GrantsofPlan-BasedAwardsTable 2022GrantsofPlan-BasedAwardsTable Thefollowingtablesetsforthinformationregardinggrantsofplan-basedawardstoeachofourNEOsforthefiscalyear endedDecember31,2022. All PRO Other XY Stock S T Awards: All Other Grant A Number Option DateFair TEMENT EstimatedFuturePayouts EstimatedFuturePayouts of Awards: Exercise Valueof UnderNon-EquityIncentive UnderEquityIncentivePlan Shares Numberof orBase Stock 1 2 of Stock Securities Priceof and PlanAwards Awards or Underlying Option Option Approval Grant Threshold Target Maximum Threshold Target Maximum 3 Options 4 Units Awards Awards Name(a) Date(b) Date(c) ($)(d) ($)(e) ($)(f) (#)(g) (#)(h) (#)(i) (#)(j) (#)(k) ($/Sh)(l) ($)(m) DanielH.Schulman 2022AIP–Cash — 625,000 1,250,000 — — — — — — — 2022AIP–PBRSUs 1/25/2022 2/15/2022 — — — 2,929 11,715 23,430 — — — 1,352,614 2022-2024PBRSUs 2/14/2022 3/1/2022 — — — 22,099 88,396 176,792 — — — 9,415,058 RSUs 2/14/2022 3/1/2022 — — — — — — 88,396 — — 9,415,058 BlakeJorgensen 2022AIP–Cash — 98,245 196,490 — — — — — — — 2022AIP–PBRSUs 7/12/2022 9/15/2022 — — — 768 3,070 6,140 — — — 295,948 2022-2024PBRSUs 7/12/2022 9/15/2022 — — — 2,604 10,415 20,830 — — — 1,004,006 RSUs 7/12/2022 9/15/2022 — — — — — — 10,415 — — 1,004,006 SupplementalNew Hire RSUs 7/12/2022 9/15/2022 — — — — — — 83,320 — — 8,032,048 5 JohnD.Rainey 2022AIP–Cash — 234,375 468,750 — — — — — — — 2022AIP–PBRSUs 1/25/2022 2/15/2022 — — — 1,098 4,393 8,786 — — — 507,216 2022-2024PBRSUs 2/14/2022 3/1/2022 — — — 9,208 36,832 73,664 — — — 3,922,976 RSUs 2/14/2022 3/1/2022 — — — — — — 36,832 — — 3,922,976 GabrielleRabinovitch 2022AIP–Cash — 234,375 468,750 — — — — — — — 2022AIP–PBRSUs 2/14/2022 2/15/2022 — — — 396 1,582 3,164 — — — 182,658 2022-2024PBRSUs 2/28/2022 3/1/2022 — — — 2,302 9,208 18,416 — — — 980,744 6 2022-2024PBRSUs 2/28/2022 3/1/2022 — — — 230 921 1,842 — — — 98,096 7 2022-2024PBRSUs 6/15/2022 6/15/2022 — — — 4,584 18,337 36,674 — — — 1,390,495 RSUs 2/28/2022 3/1/2022 — — — — — — 9,208 — — 980,744 6 RSUs 2/28/2022 3/1/2022 — — — — — — 921 — — 98,096 7 RSUs 6/15/2022 6/15/2022 — — — — — — 18,337 — — 1,390,495 8 RSUs 9/27/2022 10/15/2022 — — — — — — 13,820 — — 1,112,095 PeggyAlford 2022AIP–Cash — 234,375 468,750 — — — — — — — 2022AIP–PBRSUs 1/25/2022 2/15/2022 — — — 1,098 4,393 8,786 — — — 507,216 2022-2024PBRSUs 2/14/2022 3/1/2022 — — — 9,208 36,832 73,664 — — — 3,922,976 RSUs 2/14/2022 3/1/2022 — — — — — — 36,832 — — 3,922,976 •2023ProxyStatement 73

COMPENSATIONTABLES 2022GrantsofPlan-BasedAwardsTable All Other Stock Awards: All Other Grant Number Option DateFair EstimatedFuturePayouts EstimatedFuturePayouts of Awards: Exercise Valueof UnderNon-EquityIncentive UnderEquityIncentivePlan Shares Numberof orBase Stock 1 2 of Stock Securities Priceof and PlanAwards Awards or Underlying Option Option Approval Grant Threshold Target Maximum Threshold Target Maximum 3 Options 4 Units Awards Awards Name(a) Date(b) Date(c) ($)(d) ($)(e) ($)(f) (#)(g) (#)(h) (#)(i) (#)(j) (#)(k) ($/Sh)(l) ($)(m) JonathanAuerbach 2022AIP–Cash — 234,375 468,750 — — — — — — — 2022AIP–PBRSUs 1/25/2022 2/15/2022 — — — 1,098 4,393 8,786 — — — 507,216 2022-2024PBRSUs 2/14/2022 3/1/2022 — — — 9,208 36,832 73,664 — — — 3,922,976 RSUs 2/14/2022 3/1/2022 — — — — — — 36,832 — — 3,922,976 MarkBritto 2022AIP–Cash — 234,375 468,750 — — — — — — — 2022AIP–PBRSUs 1/25/2022 2/15/2022 — — — 1,098 4,393 8,786 — — — 507,216 2022-2024PBRSUs 2/14/2022 3/1/2022 — — — 13,812 55,248 110,496 — — — 5,884,464 RSUs 2/14/2022 3/1/2022 — — — — — — 55,248 — — 5,884,464 AaronKarczmer 2022AIP–Cash — 234,375 468,750 — — — — — — — 2022AIP–PBRSUs 1/25/2022 2/15/2022 — — — 1,098 4,393 8,786 — — — 507,216 2022-2024PBRSUs 2/14/2022 3/1/2022 — — — 9,208 36,832 73,664 — — — 3,922,976 RSUs 2/14/2022 3/1/2022 — — — — — — 36,832 — — 3,922,976 1 Theamountsshownrepresentpotentialnon-equityincentiveplanawardsundertheindividualperformanceportionofthe2022AIP.Maximumamountsrepresent200%oftheNEOs target incentive amountundertheAIP.Mr.Jorgensenstargetincentiveamountwasproratedbasedonthenumberofdaysduring2022thathewasemployedbytheCompany,in accordancewiththetermsoftheAIP.FormoreinformationontheAIP,includingactualpayoutsforthe2022AIP,see“CompensationDiscussionandAnalysis–2022Compensation FrameworkandDecisions–AnnualIncentivePlan.” 2 Theamountsshowninthe“2022AIP–PBRSUs”rowrepresenttheAIPPBRSUsgrantedin2022underourAmendedandRestated2015EquityIncentiveAwardPlan(the“Equity Plan”) or, for Mr. Jorgensen, under our 2022 InducementPlan (the “InducementPlan”),for the Companyperformanceportionof theAIP.Amountsshowninthe“Threshold”column represent25%ofthetargetnumberofshares,whichrepresentsthethresholdperformanceofoneofthetwoprimaryperformancemetrics.Awardsarecappedatthemaximumof 200%ofthetargetnumberofshares.NoshareswereissuedpursuanttotheNEOs2022AIPPBRSUsbasedonthe0%Companyperformanceachievement.Formoreinformation ontheAIP,includingactualpayoutsforthe2022AIP,see“CompensationDiscussionandAnalysis–2022CompensationFrameworkandDecisions–AnnualIncentivePlan.” Theamountsshowninthe“2022-2024PBRSUs”rowrepresentthe2022-2024PBRSUsgrantedin2022undertheEquityPlanor,forMr.Jorgensen,underourInducementPlan. Amountsshowninthe“Threshold”columnrepresent25%ofthetargetnumberofshares,whichrepresentsthethresholdperformanceofoneofthetwoperformancemetrics. Awardsarecappedatthemaximumof200%ofthetargetnumberofshares.The2022-2024PBRSUswillbeearnedandvestbasedonperformanceoverthe2022-2024 performanceperiod.See“CompensationDiscussionandAnalysis–2022CompensationFrameworkandDecisions–Long-TermIncentiveCompensation”formoreinformation. 3 Theamountsshownrepresentservice-basedRSUsgrantedin2022undertheEquityPlanor,forMr.Jorgensen,underourInducementPlan.TheseRSUsbecomefullyvestedover threeyears, with one-thirdvesting on the first anniversary of the grant date, and the remainder vesting ratably each following quarter over the remaining vesting period, subject to continuedemployment.See“CompensationDiscussionandAnalysis–2022CompensationFrameworkandDecisions–Long-TermIncentiveCompensation”formoreinformation. 4 RepresentsthegrantdatefairvaluedeterminedinaccordancewithFASBASCTopic718.Thegrantdatefairvaluewascalculatedbymultiplyingtheclosingpriceoftheunderlying commonstockonthedateofgrant(or,ifthereisnoclosingpriceonsuchdate,theclosingpriceontheimmediatelyprecedingdaywithareportedclosingprice)bythenumberof stockawardsgranted.Forthe2022AIPPBRSUsandthe2022-2024PBRSUs,thegrantdatefairvalueassumestheprobableoutcomeoftheperformanceconditionsapplicableto theawards.See“StockAwards–Column(e)”underthe“2022SummaryCompensationTable”formoreinformation.TheassumptionsusedbytheCompanyincalculatingthegrant datefair value of the stock awards are incorporatedhereinby referenceto Note 15 to the consolidatedfinancialstatementscontainedin the 2022AnnualReportonForm10-K. 5 Mr. Rainey forfeited all outstanding equity awards, includinghis 2022 plan-based awards, includinghis AIP, RSU and PBRSUawards, uponhis resignationfrom the Company. 6 TheseamountsrepresentkeytalentequityawardsgrantedtoMs.RabinovitchpriortoherappointmentasinterimCFO. 7 TheseamountsrepresenttheequityawardsgrantedtoMs.RabinovitchinconnectionwithherappointmentasinterimCFOeffectiveuponMr.Raineysdeparture. 8 TheseamountsrepresenttheequityawardgrantedtoMs.RabinovitchinconnectionwithherappointmentasactingCFOduringMr.Jorgensensleaveofabsence. 74 •2023ProxyStatement

COMPENSATIONTABLES 2022OutstandingEquityAwardsatFiscalYear-EndTable 2022OutstandingEquityAwardsatFiscalYear-EndTable ThefollowingtablesetsforthinformationregardingoutstandingequityawardsheldbyeachofourNEOsasof December31,2022.Mr.RaineyforfeitedalloutstandingequityawardsuponhisresignationfromtheCompany. StockAwards PRO XY Equity S IncentivePlan T A Awards: TEMENT Numberof Numberof Unearned Equity IncentivePlan Shares MarketValueof Shares,Unitsor Awards:Marketor or Units of SharesorUnits Other PayoutValueof StockThat of StockThat RightsThat UnearnedShares,Units HaveNot HaveNot StockAward HaveNot or Other RightsThat Name Vested(#) 1 ($) GrantDate Vested Vested(#) HaveNotVested($) 8 9,000,071 4/1/2018 DanielH.Schulman 126,370 2 2,128,908 3/1/2020 29,892 2 2,440,567 3/1/2021 34,268 3 6,295,563 3/1/2022 88,396 4 834,342 2/15/2022 11,715 5 9,261,021 3/1/2020 130,034 51,4046 3,660,993 7 6,295,563 88,396 3 741,756 9/15/2022 BlakeJorgensen 10,415 3 5,934,050 9/15/2022 83,320 4 218,645 9/15/2022 3,070 7 741,756 10,415 2 49,355 3/1/2020 GabrielleRabinovitch 693 1,4412 102,628 3/1/2020 2 544,619 3/15/2020 7,647 2 155,901 3/1/2021 2,189 2 47,433 3/1/2021 666 2 84,894 9/15/2021 1,192 3 655,794 3/1/2022 9,208 3 65,594 3/1/2022 921 18,3373 1,305,961 6/15/2022 3 984,260 10/15/2022 13,820 4 112,670 2/15/2022 1,582 5 71,719 3/1/2020 1,007 5 148,921 3/1/2020 2,091 5 789,830 3/15/2020 11,090 6 77,986 1,095 3346 23,787 6 127,413 1,789 7 655,794 9,208 7 65,594 921 18,3377 1,305,961 •2023ProxyStatement 75

COMPENSATIONTABLES 2022OutstandingEquityAwardsatFiscalYear-EndTable StockAwards Equity IncentivePlan Awards: Numberof Numberof Unearned Equity IncentivePlan Shares MarketValueof Shares,Unitsor Awards:Marketor or Units of SharesorUnits Other PayoutValueof StockThat of StockThat RightsThat UnearnedShares,Units HaveNot HaveNot StockAward HaveNot or Other RightsThat Name Vested(#) 1 ($) GrantDate Vested Vested(#) HaveNotVested($) 2 608,219 3/1/2020 PeggyAlford 8,540 11,4232 813,546 3/1/2021 3 2,623,175 3/1/2022 36,832 4,3934 312,869 2/15/2022 5 2,646,108 3/1/2020 37,154 6 1,220,355 17,135 7 2,623,175 36,832 2 709,636 3/1/2020 JonathanAuerbach 9,964 2 903,924 3/1/2021 12,692 3 2,623,175 3/1/2022 36,832 4,3934 312,869 2/15/2022 5 3,087,031 3/1/2020 43,345 6 1,355,958 19,039 7 2,623,175 36,832 2 1,355,886 3/1/2021 MarkBritto 19,038 3 3,934,763 3/1/2022 55,248 4,3934 312,869 2/15/2022 6 2,033,901 28,558 7 3,934,763 55,248 2 760,274 3/1/2020 AaronKarczmer 10,675 11,4232 813,546 3/1/2021 3 2,623,175 3/1/2022 36,832 4,3934 312,869 2/15/2022 5 3,307,528 3/1/2020 46,441 6 1,220,355 17,135 7 2,623,175 36,832 1 Marketvalueiscalculatedbasedon$71.22pershare,theclosingpriceofourcommonstockonDecember30,2022. 2 Becomesfullyvestedoverthreeyears,withone-thirdvestingonthefirst,secondandthirdanniversariesofthedateofgrant,subjecttotheNEOscontinuedemployment. 3 Becomesfullyvestedoverthreeyears,withone-thirdvestingonthefirstanniversaryofthegrantdate,andtheremaindervestingratablyeachsubsequentquarterovertheremaining vesting period, subject to the NEOs continuedemployment. 4 RepresentsunvestedPBRSUsgrantedunderthe2022AIPattarget,whichweresubjecttotheachievementoftheperformancegoalsovertheone-yearperformanceperiodfrom January1, 2022throughDecember31,2022.Followingtheperformanceperiod,noshareswerevestedorissuedonthevestingdateofFebruary15,2023basedonthe0%Company performanceachievementunderthe2022AIP. 5 Theamountsreportedinthisrowreflectachievementof145%oftargetperformancegoalsforthe2020-2022PBRSUawardsgrantedin2020,asperformanceforthe2020-2022 performanceperiodwasmeasuredonacumulativebasisanddeterminedtobe145%oftargetasoftheendoftheperformanceperiod.The2020-2022PBRSUawardsvestedbased ontheCompanysperformanceoverthethree-yearperformanceperiodendingDecember31,2022withrespecttotheFX-NeutralRevenueCAGRandFreeCashFlowCAGRgoals. ThePBRSUsearnedbasedonCompanyperformancebecamefullyvestedonMarch1,2023. 6 Theamountsreportedinthisrowassumeachievementoftargetperformancegoalsforthe2021-2023PBRSUawardsgrantedin2021,asperformanceforthe2021-2023 performanceperiodismeasuredonacumulativebasisandisnotdeterminableuntiltheendofthethree-yearperformanceperiod.ThePBRSUawardsvestbasedontheCompanys performanceoverthethree-yearperformanceperiodwithrespecttotheFX-NeutralRevenueCAGRandFreeCashFlowCAGRgoals.PBRSUsearnedbasedonCompany performancewillbecomefullyvestedonMarch1,2024,subjecttotheNEOscontinuedemploymentthroughthevestingdate. 7 Theamountsreportedinthisrowassumeachievementoftargetperformancegoalsforthe2022-2024PBRSUawardsgrantedin2022,asperformanceforthe2022-2024 performanceperiodismeasuredonacumulativebasisandisnotdeterminableuntiltheendofthethree-yearperformanceperiod.ThePBRSUawardsvestbasedontheCompanys performanceoverthethree-yearperformanceperiodwithrespecttotheFX-NeutralRevenueCAGRandFreeCashFlowCAGRgoals.PBRSUsearnedbasedonCompany performancewillbecomefullyvestedonMarch1,2025,subjecttotheNEOscontinuedemploymentthroughthevestingdate. 8 Representsone-thirdofthePBRSUsgrantedtoMr.Schulman(the“CEOPSUAward”),whichwereearnedbasedontheachievementofPayPalstockpricetargetsduringafive-year performanceperiod.One-thirdoftheCEOPSUAwardvestedoneachofthethirdandfourthanniversariesofthegrantdate,andtheremainingportionwillvestonthefifth anniversaryof the grant date, subject to Mr. Schulmanscontinuedemploymentthroughthevestingdate. 76 •2023ProxyStatement

COMPENSATIONTABLES 2022OptionExercisesandStockVestedTable 2022OptionExercisesandStockVestedTable Thefollowingtablesetsforththenumberofsharesacquired,andthevaluerealized,uponexerciseofstockoptionsandthe vestingof stock awardsbyeachofourNEOsforthefiscalyearendedDecember31,2022. OptionAwards StockAwards PRO XY Numberof S NumberofShares Shares T A Acquiredon ValueRealized Acquiredon ValueRealized TEMENT 1 2 Name Exercise(#) onExercise ($) Vesting(#) onVesting ($) DanielH.Schulman — — 424,382 46,517,048 BlakeJorgensen ———— JohnD.Rainey — — 126,868 13,527,809 Gabrielle Rabinovitch — — 19,008 1,974,778 PeggyAlford — — 78,536 8,285,705 JonathanAuerbach 40,749 2,579,668 90,057 9,545,381 MarkBritto — — 81,664 8,711,118 AaronKarczmer — — 100,313 10,697,423 1 Valuerealizedforoptionawardsiscalculatedbasedonthepricepershareatthetimetheoptionwasexercised. 2 Valuerealizedforstockawardsiscalculatedbasedontheclosingpricepershareoneachapplicablevestingdate. 2022Non-QualifiedDeferredCompensationTable All NEOsareeligibletoparticipatein the DCP; however,noneofourNEOsparticipatedintheDCPin2022.Formore information, see “CompensationDiscussionandAnalysis–OtherCompensationElements–DeferredCompensation”. PotentialPaymentsUponTerminationorChangeinControlTable Thefollowingtable,footnotesandnarrativesetforthourpaymentobligationspursuanttothecompensationarrangements for each of our NEOs servingas of the RecordDate, under the circumstancesdescribedbelow,assumingthattheir employmentwasterminatedorachangeincontroloftheCompanyoccurredonDecember31,2022.Becauseour executivecompensationprogramisheavilyweightedtowardsequity-basedcompensation,asignificantpercentageofthe compensationthatwouldbereceivedbyourNEOsuponaterminationofemploymentunderthecircumstancesdescribed belowrelatestothesettlementofoutstandingequityawards.Seethe2022OutstandingEquityAwardsatFiscalYear-End TableaboveforfurtherinformationregardingoutstandingequityawardsgrantedtotheNEOsin2022andinprioryears. Involuntary Involuntary Voluntary TerminationOutside TerminationWithin Terminationor of Changein Changein Deathor 1,2 2 2 2 Name Retirement ($)(a) Control Period ($)(b) Control Period ($)(c) Disability ($)(d) DanielH.Schulman 20,863,288 30,488,360 30,485,152 29,821,666 BlakeJorgensen — 7,703,527 7,690,630 7,417,563 Gabrielle Rabinovitch — 6,487,349 6,487,349 6,252,974 PeggyAlford — 8,184,375 8,179,642 7,888,470 JonathanAuerbach 8,215,868 8,450,243 8,450,243 8,215,868 MarkBritto — 11,535,603 11,532,379 11,259,312 AaronKarczmer — 8,336,109 8,331,401 8,040,524 1 ForMr.SchulmanandMr.Auerbach,theamountreflectstheirrespectiveretirementeligibilitywithrespecttooutstandingequityawards(asdiscussedbelow). 2 Amountsdonottakeintoaccount(i)potentialreductionsdueto“bestnetpay”provisionintheExecutiveSeverancePlan,(ii)thevalueofthe2020-2022PBRSUs,whichwereearned at 145%oftargetfollowingthecompletionoftheperformanceperiodonDecember31,2022,or(iii)thevalueofthe2022AIPCompanyPBRSUs,whichwereearnedat0%oftarget followingthecompletionoftheAIPperformanceperiodonDecember31,2022. •2023ProxyStatement 77

COMPENSATIONTABLES Potential Payments UponTerminationorChangeinControlTable VoluntaryTermination–Column(a) RetirementBenefits Mr. SchulmanandMr.Auerbachareretirement-eligibleundertheirrespective2021-2023PBRSUawardagreements. PursuanttothePBRSUawardagreementprovisions,intheeventtheNEOvoluntarilyresigns,hasattainedatleast60years of age and completedatleastfiveyearsofservice(“Retires”or“Retirement”),thePBRSUswouldacceleratevestingona proratedbasisbasedonthenumberoffullmonthsofserviceduringtheperformanceperiodandactualperformance duringtheentireperformanceperiodandwouldbesettledfollowingthecompletionoftheperformanceperiod. Mr. SchulmanandMr.Auerbachwouldalsobeeligibleforproratedvestingofservice-basedRSUsgrantedpriortoJuly1, 2021. If Mr. Schulman and/or Mr. AuerbachRetires,he would receiveproratedvestingof the next trancheof service-based RSUsthatwouldhavevestedfollowinghisRetirement. In addition, Mr. Schulman and Mr. Auerbachare retirement-eligibleunder the ExecutiveLong Term IncentiveProgram (“ELTIP”) portion of our Executive SeverancePlan. The ELTIP providesfor the following benefits becauseeach of Mr. SchulmanandMr.Auerbachhasattainedatleast60yearsofageandcompletedatleastsevenyearsofservice,subject to the NEOprovidingsufficientadvancenoticetotheCompanyandtheretirementhavingtermsandconditionsmutually agreedtobytheCompanyandtheNEO: • Eligibility for continued vesting of all outstanding equity awards, other than the performance-basedCEO PSU Award that theCompanygrantedtoMr.SchulmanonApril1,2018.Anyoutstandingtime-basedrestrictedstockawardswouldbe eligible to continue vesting in accordancewith their original schedule; however, if any such awards were scheduledto vest morefrequentlythanannually,eachscheduledvestingdatenotfallingonananniversaryofthegrantdatewouldbe treatedasthoughthatvestingdatewereonthenextfollowinganniversaryofthegrantdate.AnyoutstandingPBRSUs (other than PBRSUsawardedpursuanttoanAnnualIncentivePlan)wouldremainoutstandingandeligibletovest,based solely on the achievementof the applicableCompanyperformancetargetsfortheapplicableperformanceperiod. • COBRApremiumpayments(orpaymentsinlieuthereof)fortheperiodduringwhichanyequityawardcontinuestovest undertheELTIP. WerefertotheELTIPbenefitsdescribedaboveasthe“ELTIPBenefits.”TheCEOPSUAwardisnoteligibleforanycontinued vestingundertheELTIP.AllcontinuedvestingundertheELTIPissubjecttotheNEOsexecutionofareleaseofclaimsin favor of the CompanyandrequiredattestationsandcompliancewiththerestrictivecovenantssetforthintheExecutive SeverancePlan. InvoluntaryTerminationOtherthanforCause–Column(b) SeveranceArrangementsforInvoluntaryTerminationOtherThanforCauseOutsideaChangein ControlPeriod UnderthetermsoftheExecutiveSeverancePlan,eachNEOiseligibleforseverancepaymentsandbenefitsintheevent that the NEOs employmentwithusisterminatedoutsideofa“changeincontrolperiod,”whichisdefinedasmorethan90 dayspriortoormorethan24monthsfollowinga“changeincontrol”(asdefinedintheEquityPlanandtheInducement Plan, as applicable) of the Company, either (a) by us other than for “cause” or due to “disability” or (b) by the NEO for “good reason”(eachasdefinedintheExecutiveSeverancePlan),subjecttotheNEOsexecutionofareleaseofclaimsinfavorof theCompany,asfollows: • Alumpsumcashpaymentequaltotheproductof(i)thesumofannualbasesalaryandtargetbonusamountand(ii)a multiple (2x for Mr. Schulman and 1.5x for our other NEOs). • Aproratedannualbonusfortheyearofterminationbasedonactualcompanyperformanceandtargetindividual performance(“ProratedIncentiveAward”). • For awardsgrantedpriortoJuly1,2021:acceleratedvestingofservice-basedequityawardsthatwouldhaveotherwise becomevestedpursuanttotheirordinaryvestingschedulewithinthe12monthsfollowingtheemploymenttermination date; performance-basedequityawardssubjecttoaperformanceperiodthatendswithinthe12monthsfollowingthe employmentterminationdatewouldremainoutstandingandeligibletovest,basedsolelyontheachievementofthe Companyperformancetargets.ForawardsgrantedonorafterJuly1,2021:eligibilitytocontinuetovestinservice- basedandperformance-basedequityawardsscheduledtovestwithinthe12monthsfollowingtheemployment terminationdate,subjecttotheNEOsexecutionofareleaseofclaimsinfavoroftheCompanyandrequired attestationsand compliancewiththerestrictivecovenantssetforthintheExecutiveSeverancePlan. • If the NEO is employedby the CompanyintheU.S.,participatesin theCompanyshealthinsuranceprogramandis eligible to continue to participate in the program under COBRA, the Company will provide COBRApremiumpayments for 18 months for Mr. Schulman and 12 months for our other NEOs. 78 •2023ProxyStatement

COMPENSATIONTABLES Potential Payments UponTerminationorChangeinControlTable In addition, each NEO would be eligible for the ELTIP Benefits in the event the NEOs employmentwas involuntarily terminatedbytheCompanyduetoajobeliminationorrolerestructuring.Allcontinuedvestingwouldbesubjecttothe NEOsexecutionofareleaseofclaimsinfavoroftheCompanyandrequiredattestationsandcompliancewiththe restrictive covenants set forth in the Executive SeverancePlan. PRO InvoluntaryTerminationwithaChangeinControl–Column(c) XY S T A SeveranceArrangementsforanInvoluntaryTerminationinConnectionwithaChangeinControl TEMENT UnderthetermsoftheExecutiveSeverancePlan,eachNEOiseligibleforseverancepaymentsandbenefitsintheevent that a “changein control” of the Companyoccurredasof December31,2022andtheNEOsemploymentwithus terminateswithinthe“changeincontrolperiod,”either(a)byusotherthanfor“cause”ordueto“disability,”or(b)bythe NEOfor“goodreason,”subjecttotheNEOsexecutionofareleaseofclaimsinfavoroftheCompany,asfollows: • Alumpsumcashpaymentequalto2xthesumofannualbasesalaryandtargetbonusamount. • ProratedIncentiveAward. • Acceleratedvestingofoutstandingequityawards.Iftheterminationoccursduringaperformanceperiodwithrespectto anawardofPBRSUs,suchawardwillbedeemedearnedassumingachievementoftargetperformanceforpurposesof determiningthenumberofawardsthatwillbetreatedasbecomingimmediatelyvested. • If the NEO is employedby the CompanyintheU.S.,participatesin theCompanyshealthinsuranceprogram,andis eligible to continue to participate in the program under COBRA, the Company will provide COBRApremiumpayments or a cash-out paymentin lieu of such payments,for 24 months. UndertheExecutiveSeverancePlan,intheeventanypaymentsorbenefitsconstitute“parachutepayments”withinthe meaningofSection280GoftheInternalRevenueCodeandwouldbesubjecttotheexcisetaximposedbyInternal RevenueCodeSection4999,suchpaymentsorbenefitswouldbereducedtothemaximumamountthatdoesnotresultin theimpositionofsuchexcisetax,butonlyifsuchreductionresultsintheNEOreceivingahighernet-aftertaxamountthan theNEOwouldhavereceivedabsentsuchreduction(the“bestnetpay”provision). ChangeinControl–EquityAwards WehavenotenteredintoanyarrangementswithanyofourNEOstoprovide“singletrigger”changeincontrolpayments. TheEquityPlanandtheInducementPlangenerallyprovidefortheaccelerationofvestingofawardsgrantedundereach respectiveplanuponachangeincontrol(asdefinedintheEquityPlanandtheInducementPlan,asapplicable)ofthe Companyonlyiftheacquiringentitydoesnotagreetoassumeorcontinuetheawards.UnderthetermsoftheEquityPlan andtheInducementPlan,forpurposesofdeterminingpayoutsinconnectionwithorfollowingachangeincontrol,PBRSU performancewillbebasedonapplicableperformancemetricsthroughthedateofthechangeincontrol.Theseprovisions generallyapplytoall holdersof awardsundertheEquityPlanandtheInducementPlan. DeathorDisability–Column(d) SeveranceArrangementsintheEventofDeathorDisability UnderthetermsoftheExecutiveSeverancePlan,intheeventthatanNEOsemploymentterminatesdueto“disability,” theywouldbeeligibleforacceleratedvestingofequityawardsweregrantedpriortoJuly1,2021andthatwouldhave otherwisebecomevestedpursuanttotheirordinaryvestingschedulewithinthe24monthsfollowingtheemployment terminationdate.If a terminationdue to “disability” occurs during a performanceperiod with respectto an award of PBRSUs grantedpriortoJuly1, 2021andscheduledtovestwithinthis24-monthperiod,suchawardwillbedeemedearned assumingachievementoftargetperformanceforpurposesofdeterminingthenumberofawardsthatwillbecome immediatelyvested.Inaddition,theNEOwouldbeeligiblefortheELTIPBenefitsintheeventtheNEOsemployment terminatesdueto“disability.”All continuedvestingwouldbesubjecttotheNEOsexecutionofareleaseofclaimsinfavor of the CompanyandrequiredattestationsandcompliancewiththerestrictivecovenantssetforthintheExecutive SeverancePlan. UnderthetermsoftheExecutiveSeverancePlan,intheeventthatanNEOsemploymentterminatesduetodeath,all outstandingequityawardseligibletocontinuevestingundertheELTIPwouldvestonthedateoftheNEOsdeath.Anysuch acceleratedvestingwithrespecttoPBRSUswouldbebasedontargetachievementoftheapplicableperformancetargets. •2023ProxyStatement 79

PAYVERSUSPERFORMANCE PayversusPerformance ThefollowingPayversusPerformancetablesetsforthinformationregardingtheCompanysperformanceandthe “compensationactuallypaid”toourNEOs,ascalculatedinaccordancewithSECdisclosurerules: ValueofInitialFixed$100 4 Average InvestmentBasedOn: Summary AverageSummary Compensation PeerGroup Compensation Compensation Compensation ActuallyPaid Total Total 6 TableTotalfor ActuallyPaid TableTotalfor to Non-PEO Shareholder Shareholder NetIncome Revenue 1 2 3 2 3 5 Year PEO ($) to PEO ($) Non-PEONEOs ($) NEOs ($) Return($) Return ($) ($ millions) ($ millions) 2022 21,957,922 (87,002,457) 10,367,818 (13,358,744) 66 108 2,419 27,518 2021 32,070,353 13,504,312 14,799,891 10,020,976 174 164 4,169 25,371 2020 23,362,072 191,128,954 9,184,457 50,894,687 217 152 4,202 21,454 1 Mr. SchulmanservedasthePrincipalExecutiveOfficer(“PEO”)fortheentiretyof2022,2021and2020.TheCompanysotherNEOsfortheapplicableyearswereasfollows: • 2022:Messrs.Jorgensen,Rainey,Britto,AuerbachandKarczmer,andMses.RabinovitchandAlford. • 2021:Messrs.Rainey,BrittoandAuerbachandMs.LouisePentland. • 2020:Messrs.RaineyandKarczmerandMses.AlfordandPentland. 2 Amountsreportedinthesecolumnsrepresent(i)thetotalcompensationreportedintheSummaryCompensationTablefortheapplicableyearforMr.Schulmanand(ii)theaverage of the total compensationreportedintheSummaryCompensationTablefortheapplicableyearfortheCompanysNEOsreportedforthatapplicableyear,otherthanMr.Schulman, respectively. 3 Tocalculatecompensationactuallypaid,adjustmentsweremadetotheamountsreportedintheSummaryCompensationTablefortheapplicableyear.Areconciliationofthe adjustmentsforMr.SchulmanandfortheaverageoftheotherNEOsissetforthfollowingthefootnotestothistable. 4 PursuanttoSECrules,thecomparisonassumes$100wasinvestedonDecember31,2019.Historicalstockpriceperformanceisnotnecessarilyindicativeoffuturestockprice performance. 5 TheTotalShareholderReturnPeerGroupconsistsofthecompaniesincludedintheS&PSoftwareandServicesSelectIndustryIndex. 6 AsnotedintheCD&A,for2022,theCompensationCommitteedeterminedthatrevenuecontinuedtobekeyfinancialmetricfortheCompanysperformanceandsuccessanddriver of stockholdervaluecreation.Byusingrevenue,togetherwiththeotherperformancegoalsusedinourincentiveprograms,theCompensationCommitteebelievesthattheprogram reflects an appropriate balance with respect to incentivizingtop-line growth, profitability and cash flow generation. Revenue is as reported in the Companys 2022 Annual Report on Form10-K.TheCompanydesignatesRevenueastheCompany-SelectedMeasurefor2022. ReconciliationofCompensationActuallyPaidAdjustments Plus/(Minus) ChangeinFair (Minus) Valueasof Fair Value as VestingDate ofPriorFiscal of Stock Year-Endof Awards StockAwards Plus Plus Grantedin Grantedin Fair Value at Plus/(Minus) Fair Value at Prior Years for Prior Fiscal (Minus) Fiscal Year- ChangeinFair Vestingof which Yearsthat GrantDate Endof Valueof StockAwards Applicable FailedtoMeet Fair Outstanding Outstanding Grantedin Vesting Applicable Summary Valueof andUnvested andUnvested Fiscal Year Conditions Vesting Compensation StockAwards StockAwards StockAwards that Vested WereSatisfied Conditions Equals Table Grantedin Grantedin GrantedinPrior DuringFiscal DuringFiscal DuringFiscal Compensation 1 2 3 4 5 6 7 Year Total ($) Fiscal Year ($) Fiscal Year ($) Fiscal Years ($) Year ($) Year ($) Year ($) ActuallyPaid($) Mr.Schulman 2022 21,957,922 (20,182,730) 6,295,563 (61,560,303) - (33,512,909) - (87,002,457) 2021 32,070,353 (29,920,381) 25,010,046 (30,072,494) - 16,416,789 - 13,504,312 2020 23,362,072 (20,957,193) 61,706,781 126,774,395 - 242,899 - 191,128,954 8 OtherNEOs(Average) 2022 10,367,818 (8,894,035) 3,444,983 (8,905,483) - (5,839,653) (3,532,373) (13,358,744) 2021 14,799,891 (13,803,096) 10,435,216 (6,428,838) - 5,017,803 - 10,020,976 2020 9,184,457 (7,819,391) 22,989,423 26,461,003 - 79,195 - 50,894,687 1 RepresentsTotalCompensationasreportedintheSummaryCompensationTablefortheindicatedfiscalyear.WithrespecttotheotherNEOs,amountsshownrepresentaverages. 2 Representsthegrantdatefairvalueofthestockawardsgrantedduringtheindicatedfiscalyear,computedinaccordancewiththemethodologyusedforfinancialreporting purposes. 3 Representsthefairvalueasoftheindicatedfiscalyear-endoftheoutstandingandunvestedstockawardsgrantedduringsuchfiscalyear,computedinaccordancewiththe methodologyusedforfinancialreportingpurposes. 4 Representsthechangeinfairvalueduringtheindicatedfiscalyearofeachstockawardthatwasgrantedinapriorfiscalyearandthatremainedoutstandingandunvestedasofthe last day of the indicated fiscal year, computed in accordancewith the methodologyused for financialreportingpurposes and, for awards subjectto performance-basedvesting conditions,basedontheprobableoutcomeofsuchperformance-basedvestingconditionsasofthelastdayofthefiscalyear. 80 •2023ProxyStatement

PAYVERSUSPERFORMANCE Reconciliation of CompensationActually Paid Adjustments 5 Representsthefairvalueatvestingofthestockawardsthatweregrantedandvestedduringtheindicatedfiscalyear,computedinaccordancewiththemethodologyusedfor financial reporting purposes. 6 Representsthechangeinfairvalue,measuredfromthepriorfiscalyear-endtothevestingdate,ofeachstockawardthatwasgrantedinapriorfiscalyearandwhichvestedduring theindicatedfiscal year, computedinaccordancewiththemethodologyusedforfinancialreportingpurposes. 7 Representsthefairvalueasofthelastdayofthepriorfiscalyearofthestockawardsthatweregrantedinapriorfiscalyearandwhichfailedtomeettheapplicablevesting conditionsintheindicatedfiscalyear,computedinaccordancewiththemethodologyusedforfinancialreportingpurposes. 8 Seefootnote1inthePayversusPerformancetableabovefortheNEOsincludedintheaverageforeachyear. PRO XY S T RelationshipBetweenPayandPerformance A Webelievethecompensationactuallypaidineachoftheyearsreportedaboveandoverthethree-yearcumulativeperiod TEMENT are reflective of the CompensationCommitteesemphasison“pay-for-performance”asthecompensationactuallypaid fluctuated year over year, primarily due to our stock performanceand our varying levels of achievementagainst pre-establishedperformancegoalsundertheAIPandPBRSUawards.TheCD&AdescribesindetailtheCompensation Committeesemphasison“pay-for-performance”andhowourexecutivecompensationprogramisdesignedtolink executivecompensationwiththeachievementofourfinancialobjectivesaswellasstockholdervaluecreation.Because ourexecutivecompensationprogramincentivizesandrewardsexecutivesprimarilythroughlong-termincentivesinthe formofPBRSUandRSUequityawards,thecompensationactuallypaidismostsignificantlyimpactedbychangesinour stockpriceoverthevestingperiodoftheawards. $250 $250 $217 $200 $191 $200 $174 $150 $152 $150 $164 $108 $100 $100 $66 $50 $51 $50 $14 $10 $0 $0 Total Shareholder Return ($) $(13) Compensation Actually Paid ($ in Millions) $(50) $(50) $(100) $(87) $(100) 2020 2021 2022 Compensation Actually Paid to PEO Average Compensation Actually Paid to Other NEOs PayPal Total Shareholder Return S&P Software & Services Select Industry Index Total Shareholder Return •2023ProxyStatement 81

PAYVERSUSPERFORMANCE Relationship BetweenPay andPerformance $250 $5 $4.2 $4.2 $200 $191 $4 $150 $3 $2.4 $100 $2 $50 $51 $1 $14 $10 $0 $0 Net Income ($ in Billions) $(13) Compensation Actually Paid ($ in Millions) $(50) $(1) Compensation Actually Paid ($ in Millions) $(100) $(87) $(2) 2020 2021 2022 Compensation Actually Paid to PEO Average Compensation Actually Paid to Other NEOs Net Income ($ in Billions) $250 $27.5 $30 $25.4 $200 $25 $191 $21.5 $20 $150 $15 $100 $10 $50 $51 $14 $5 $10 Revenue ($ in Billions) $0 $0 $(13) Compensation Actually Paid ($ in Millions) $(50)$(5) $(100) $(87) $(10) 2020 2021 2022 Compensation Actually Paid to PEO Average Compensation Actually Paid to Other NEOs Revenue ($ in Billions) PerformanceMeasuresUsedtoLinkCompanyPerformanceandCompensationActuallyPaidtotheNEOs Thefollowingisalistoffinancialperformancemeasureswhich,inourassessment,representthemostimportantfinancial performancemeasuresusedbytheCompanytolinkcompensationactuallypaidtotheNEOsfor2022:revenue,non-GAAP operatingmargin,freecashflowandstockprice.SeetheCD&Aforafurtherdescriptionofthemetricsusedinthe Companysexecutivecompensationprogram. 82 •2023ProxyStatement

CEOPAYRATIODISCLOSURE CEOPayRatioDisclosure WeareprovidingthefollowinginformationabouttherelationshipoftheannualtotalcompensationofMr.Schulman,our PRO CEO,tothemedianoftheannualtotalcompensationofallouremployees(otherthanMr.Schulman),whichwerefertoas the“payratio.” Webelievethatthepayratiodisclosedbelowisareasonableestimatecalculatedinamannerconsistent XY with Item 402(u) of Regulation S-K. S T A For2022,ourlastcompletedfiscalyear,themedianoftheannualtotalcompensationofallouremployees(otherthanour TEMENT CEO)was$77,244andtheannualtotalcompensationofourCEO,asreportedinthe“Total”columnofthe“2022Summary CompensationTable”inthisproxystatement,was$21,957,922.Basedonthisinformation,for2022,weestimatethatthe payratiooftheannualtotalcompensationofourCEOtothemedianoftheannualtotalcompensationofallouremployees is 284 to 1. Methodology PayPalisaglobalcompanyandoperatesinover200marketsaroundtheworld.AsofDecember31,2022,weemployed approximately29,900peopleglobally:approximately40%ofthemwerebasedintheU.S.and60%werebasedoutsideof theU.S.Westrivetocreateacompetitiveglobalcompensationprogramintermsofbotheachemployeespositionandthe geographiclocationinwhichtheemployeeislocated.Accordingly,ourcompensationprogramsandrewardofferingsare designedtoreflectlocalmarketpracticesacrossourglobaloperations. WeselectedDecember31,2022(thelastdayofourfiscalyear)asthedateforidentifyingourmedianemployee.Asofthat date, wecompiledcompensationinformationforallofourfull-timeandpart-timeemployeesworldwide(includinginterns). Forpurposesofidentifyingthemedianemployeefromourglobalemployeepopulation,wecomparedtheamountofbase salary (including overtime for overtime-eligibleemployees),allowances,short-termincentivesand otherbonusespaid during2022andtheintendedgrantvaluerelatedtoanylong-termincentiveequityawardsgrantedduring2022,as reflectedin our global human resourcesandequitymanagementsystems.Weannualizedbasesalariesforthose employeeswhowerenotemployedfortheentire2022fiscalyear.ForemployeesoutsideoftheU.S.,weconvertedtheir compensationtoU.S.dollarsusingtheapplicableexchangerateasofDecember30,2022.Wedidnotincludeany contractorsor workersemployedthroughathird-partyproviderinouremployeepopulation. Theelementsinthiscompensationmeasurearerepresentativeoftheprincipalformsofcompensationdeliveredtoour employees.Weidentifiedourmedianemployeeusingthiscompensationmeasure,whichwasconsistentlyappliedtoall employeesincludedinthecalculation. Onceweidentifiedourmedianemployee,weidentifiedandcalculatedtheelementsofthatemployeescompensationfor 2022inaccordancewiththerequirementsofItem402(c)(2)(x)ofRegulationS-K,resultinginannualtotalcompensationof $77,244. For the annual total compensationof our CEO, we used the amount reportedin the “Total” column of our “2022 SummaryCompensationTable”inthisproxystatement. TheSECrulesforidentifyingthemedianemployeeallowcompaniestoadoptmanydifferentmethodologies,suchas applyingestimates,assumptions,adjustmentsandexclusionsandadoptinguniquedefinitionsofcompensationtoidentify themedianemployeeandcalculatethepayratio.Inlightofthedifferencesinhowpayratiosmaybecalculated,neitherthe medianemployeescompensationnortheestimatedpayratioreportedbyothercompaniesmaybecomparabletothe payratioreportedabove,asothercompanieshavedifferentemployeepopulationsandcompensationpracticesandmay usedifferentmethodologies,exclusions,estimatesandassumptionsincalculatingtheirpayratios. •2023ProxyStatement 83

EQUITYCOMPENSATIONPLANINFORMATION EquityCompensationPlanInformation ThefollowingtablegivesinformationregardingourequitycompensationplansasofDecember31,2022,whichwe collectively refer to as our Equity CompensationPlans. (c) NumberofSecurities (a) RemainingAvailablefor NumberofSecurities (b) FutureIssuanceUnder to be Issued WeightedAverage EquityCompensation UponExerciseof ExercisePriceof Plans(Excluding OutstandingOptions, OutstandingOptions, SecuritiesReflectedin PlanCategory WarrantsandRights WarrantsandRights($) Column(a)) Equity CompensationPlansapprovedby 1 2 security holders 19,334,912 — 75,999,726 Equity CompensationPlansnotapprovedby 3 4 5 security holders 1,734,998 14.49 3,425,542 TOTAL 21,069,910 14.49 79,425,268 1 Includes(a) 15,440,169 shares of our commonstockissuablepursuanttoRSUsundertheEquityPlan,(b)79,595sharesofourcommonstockissuablepursuanttoDSUsunderthe EquityPlan, (c) 373,509 shares of commonstockissuablefromoutstanding2022AIPsharesawardedunderthe2022AIP(representingtheactualnumberofsharesthatwereearned basedonactualCompanyperformancefortheone-yearperformanceperiodendingDecember31,2022),(d)1,802,530sharesofourcommonstockissuablefromoutstanding PBRSUsawardedunderthe2022-2024PBRSUs(representingthemaximumnumberofsharesassumingachievementofmaximumperformanceagainsttargetlevel),(e)733,484 sharesofourcommonstockissuablefromoutstandingPBRSUsawardedunderthe2021-2023PBRSUs(representingthemaximumnumberofsharesassumingachievementof maximumperformanceagainsttargetlevel)and(f)744,579sharesofourcommonstockissuablefromoutstandingPBRSUsawardedunderthe2020-2022PBRSUs(representingthe actual numberofsharesthatwerebasedonactualCompanyperformanceforthethree-yearperformanceperiodendingDecember31,2022).RSUsandDSUseachrepresentan unfunded,unsecuredrighttoreceivesharesofCompanycommonstock.ThevalueofRSUsandDSUsvariesdirectlywiththepriceofourcommonstock. 2 Includes46,249,807sharesofourcommonstockreservedforfutureissuanceunderourAmendedandRestatedEmployeeStockPurchasePlanasofDecember31,2022. 3 Represents(a)139,444sharesofourcommonstocktobeissueduponexerciseofoutstandingoptionsassumedinconnectionwithacquisitions,(b)21,096sharesofourcommon stockissuablepursuanttoRSUsassumedinconnectionwithacquisitionsand(c)1,574,458sharesofourcommonstockissuablepursuanttoRSUsunderourInducementPlan.We donotintendtomakefurthergrantsofanyawardsunderanyequityplanofanyacquiredcompany. 4 DoesnotincludeoutstandingRSUs. 5 RepresentssharesofourcommonstockreservedforfutureissuanceunderourInducementPlanasofDecember31,2022. 84 •2023ProxyStatement

PROPOSAL3:VOTETOAPPROVEPAYPALHOLDINGS,INC.2015EQUITYINCENTIVEAWARDPLAN,ASAMENDEDANDRESTATED PROPOSAL3: VotetoApprovePayPalHoldings,Inc.2015Equity PRO IncentiveAwardPlan,asAmendedandRestated XY S T A Weareseekingstockholderapprovaltoamendandrestateour2015EquityIncentiveAwardPlan(the“EquityPlan”)to TEMENT increasethenumberofsharesofPayPalcommonstockreservedforissuanceundertheEquityPlanbyanadditional 34.6 million shares of PayPal common stock. We believethat our ability to continue offering equity incentive awards under theEquityPlaniscriticalto our ability to attract, retain and reward employees,non-employeedirectorsand other persons providingservicestotheCompany,particularlyinlightofthehighlycompetitivemarketfortalentinwhichweoperate. TheBoardhasdeterminedthatitisinthebestinterestsoftheCompanyanditsstockholderstoapprovethisproposal.The Board,upontherecommendationoftheCompensationCommittee,hasapprovedtheamendedandrestatedEquityPlan to increaseof sharesreservedfor issuance,subjectto stockholderapproval,andrecommendsthatourstockholdersvote in favor of this proposal at the Annual Meeting. This proposal is also being submitted to our stockholdersin compliance with Nasdaqlistingstandardsconcerningstockholderapprovalofequitycompensationplansand/ormaterialrevisionsto theseplans. If our stockholdersapprovethis proposal,the amendedandrestatedEquityPlanwillbecomeeffectiveasofthedateof stockholderapproval, andthe34.6millionadditionalshares,minusthenumberofanysharessubjecttoanequityaward grantedunderthePayPalHoldings,Inc.2022InducementPlan(the“InducementPlan”)aftertheRecordDatebutpriorto thedateofstockholderapproval,willbeavailableforgrantundertheEquityPlan.Inaddition,ifourstockholdersapprove theamendedandrestatedEquityPlan,aspresentedinthisproposal,wewillceasegrantingnewawardsunderthe InducementPlan,andthe2,918,665sharesthatwereavailableforgrantundertheInducementPlanasofMarch30,2023 wouldnolongerbeavailableforissuanceasofthedateofthestockholderapproval.Ifourstockholdersdonotapprove this proposal, the amendedandrestatedEquityPlanandtheadditionalsharesreservedforissuancewillnottakeeffect, andourEquityPlanandtheInducementPlanwillcontinuetobeadministeredintheircurrentform. Ourexecutiveofficersanddirectorshaveaninterestinthisproposalbyvirtueoftheirbeingeligibletoreceiveequity awardsundertheEquityPlan.ReferencestotheEquityPlanintheremainderofthisdiscussionrefertotheamendedand restatedEquity Plan as if this proposal has been approvedby our stockholders,unless otherwisespecifiedor the context otherwisereferencestheEquityPlanpriortoitbeingamendedandrestated. IncreasingtheNumberofSharesReservedforIssuanceundertheEquity Plan Background TheEquityPlanwasinitiallyadoptedbytheBoardinJune2015andapprovedbyeBayInc.astheCompanyssole stockholderatthattime.Atour2018annualmeetingofstockholdersheldinMay2018,ourstockholdersapprovedan amendmentandrestatementoftheEquityPlanwhich,amongotheritems,increasedthenumberofsharesreservedfor issuanceundertheEquityPlanto145millionshares. SharesAvailableforFutureAwards AsofMarch30,2023,12,810,813sharesremainedavailableforgrantundertheEquityPlan.TheBoardbelievesthat additional shares are necessaryto meet the Companysanticipatedequitycompensationneeds.Followingtheproposed shareincrease,weexpectthatsharesundertheEquityPlanwilllastapproximatelyonetotwoyears.Thisestimateisbased onouraverageburnrateoverthepastthreeyears,excludingawardsgrantedinsubstitutionofacquiredcompanyawards, asdescribedbelow.Theactualamountoftimethatthesenewshareswilllastwillvarydependingonfactorssuchas changesinemployeeheadcount,futureforfeituresandcancellations,futureacquisitionsandourstockprice. ReasonsforVotingfortheProposal Long-TermEquityisaKeyComponentofourCompensationProgram OurcomprehensiveequityincentiveprogramisdesignedtoenabletheCompanytoattract,retainandrewardour employees,non-employeedirectorsandotherpersonsprovidingservicestotheCompanyanditssubsidiaries.TheBoard also believesthat equity compensationis essentialto link executivecompensationwith long-termstockholdervalue •2023ProxyStatement 85

PROPOSAL3:VOTETOAPPROVEPAYPALHOLDINGS,INC.2015EQUITYINCENTIVEAWARDPLAN,ASAMENDEDANDRESTATED Increasing the NumberofSharesReservedforIssuanceundertheEquityPlan creation. Equity compensationrepresentsa significantportionof the compensationpackagefor our key employees, includingasignificantportionof the AIP grantedto our NEOs. Our equity awardsgenerallyvestoverseveralyears,andthe valueultimatelyrealizedfromtheseawardsdependsonthevalueofoursharesatthetimeofvesting.Westronglybelieve that granting equity awards motivatesemployeesto think and act like owners,rewardingthemwhenvalueiscreatedfor stockholders. WeManageOurEquityIncentiveProgramThoughtfully Wemanageourlong-termstockholderdilutionbycloselymanagingthenumberofequityawardsgrantedannuallyand regularly engagingwithourcompensationconsultant.Wegrantwhatwebelieveisanappropriateamountofequity necessarytoattract,rewardandretainemployees.Ourthree-yearaverageburnrate,whichwedefineasthenumberof sharessubjecttoequityawardsgrantedundertheEquityPlaninafiscalyeardividedbytheweightedaverageshares outstandingfor that fiscal year, was 0.98% for fiscal years 2020 through 2022. After factoring in the Inducement Plan, which wasadoptedin2022,our2022burnratewas1.43%. AsofMarch30,2023,equityawardsoutstandingundertheEquityPlanwere:(a)24,813,135RSUs,(b)46,151DSUs,(c) 5,001,052PBRSUs(includingunderour2023AIP)basedontargetperformance.AsofMarch30,2023,equityawards outstandingundertheInducementPlanwere2,035,116RSUsand40,128PBRSUs(includingunderour2023AIP)basedon target performance.Anadditional113,480optionsand42,394RSUswereoutstandingthathadbeenassumedin connectionwithmergersandothercorporatetransactionsasofMarch30,2023. AsofMarch30,2023,wehad32,091,456sharesoutstandingundertheEquityPlan.Accordingly,excludingouremployee stockpurchaseplan,ourapproximately29,860,338outstandingsharesunderlyingawardsplusapproximately 12,810,813 shares available for future grant under the Equity Plan as of March 30, 2023 representedapproximately43% of oursharesoutstanding(commonlyreferredtoasthe“overhang”). AsofMarch30,2023,theaverageweightedpershareexercisepriceofalloutstandingstockoptions(which,inallcases wereassumedinconnectionwithmergersandothercorporatetransactions)was$13.05andtheweightedaverage remainingcontractualtermwas1.16years. 86 •2023ProxyStatement

PROPOSAL3:VOTETOAPPROVEPAYPALHOLDINGS,INC.2015EQUITYINCENTIVEAWARDPLAN,ASAMENDEDANDRESTATED Increasing the NumberofSharesReservedforIssuanceundertheEquityPlan TheEquityPlanIncorporatesGoodCompensationandGovernancePracticesDesignedtoProtect StockholderInterests WhatWeDo Administeredby100% PRO independentCompensation TheEquityPlanisadministeredbytheCompensationCommitteeoftheBoard,whichis XY Committee comprisedentirelyofindependentnon-employeedirectors. S T A TheEquityPlanprovidesthatnoportionofanyawardgrantedundertheEquityPlanmayvest TEMENT Minimumvestingforequity before the one-year anniversary of the date of grant. The foregoing is subject to a 5% carve-out, awards asdiscussedinfurtherdetailbelow,anddoesnotrestricttheCompensationCommitteesability to provide for accelerated vesting upon a termination of employment. Requiredstockholder TheEquityPlandoesnotcontainanannual“evergreen”provisionbutinsteadreservesafixed approvalforadditionalshares maximumnumberofsharesforissuance,whichcanonlybeincreasedwithstockholder approval. In general, when awards granted under the Equity Plan expire or are canceled without having beenfullyexercised, or are settled in cash, the shares reserved for those awards are returned to Sharecountingprovisions the share reserve and become available for future awards. If shares are tendered to us or withheldbyustosatisfyanawardstaxwithholdingobligationsorpayastockoptionsorstock appreciation rights exercise price, those shares do not become available for future awards. Full-value awardscountmore TheEquityPlanusesa“fungibleshare”concept,underwhichstockoptionsandstock heavily in reducingthe Equity appreciation rights reduce the share reserve on a 0.5 for 1 basis, and full-value awards, such as Plansharereserve restricted stock, restricted stock units, performance units and performance shares reduce the share reserve on a one for one basis. Annuallimitson TheEquityPlanlimitsthevalueofequitythatmaybegrantedundernon-employeedirector nonemployeedirector awardseachfiscalyear. awards WhatWeDontDo Explicit prohibitionon TheEquityPlanprohibitstherepricing,cash-outorotherexchangeofunderwaterstockoptions repricingwithoutstockholder andstockappreciationrightswithoutpriorstockholderapproval. approval Nodiscountedstockoptions TheEquityPlanrequiresthatstockoptionsandstockappreciationrightsissuedunderitmust or stock appreciationrights haveanexercisepriceequaltoatleastthefairmarketvalueofashareonthedatetheawardis granted, except in certain situations in which we are assuming or replacing options granted by anothercompanythatweareacquiring. Nodividendspaidonawards TheEquityPlanprovidesthatdividendscreditedorpayableordividendequivalentsin prior to vest and no dividend connectionwithanyawardgrantedundertheEquityPlanaresubjecttothesamerestrictionsas equivalentsonoptionsor the underlyingawardandwillnotbepaiduntiltheunderlyingawardvests.Further,nodividend stockappreciationrights equivalents are payable with respect to options or stock appreciation rights. Limitedtransferabilityand no In general, awards may not be sold, assigned, transferred, pledged or otherwise encumbered, sharepledging either voluntarily or by operation of law, unless otherwise approved by the Board or a committee of the Board administering the Equity Plan. Notaxgross-ups TheEquityPlandoesnotprovideforanytaxgross-ups. •2023ProxyStatement 87

PROPOSAL3:VOTETOAPPROVEPAYPALHOLDINGS,INC.2015EQUITYINCENTIVEAWARDPLAN,ASAMENDEDANDRESTATED Increasing the NumberofSharesReservedforIssuanceundertheEquityPlan SummaryoftheEquityPlan ThefollowingisasummaryoftheoperationandprincipalfeaturesoftheEquityPlan.Thesummaryisqualifiedinitsentirety byreferencetotheEquityPlanassetforthinAppendixB. Purpose TheCompensationCommitteeandtheBoardbelievethatitisinthebestinterestsoftheCompanyanditsstockholdersto provide,throughtheEquityPlan,acomprehensiveequityincentiveprogramdesignedtoenabletheCompanytoattract, retain and rewardemployees,non-employeedirectorsandotherpersonsprovidingservicestotheCompany.TheBoard also believesthat equity compensationis essentialto link executivecompensationwith long-termstockholdervalue creation. Equity compensationrepresentsa significantportionof the compensationpackagefor our key employees.We strongly believe that granting equity awards motivates employeesto think and act like owners, rewardingthem when value is created for stockholders. AuthorizedShares UndertheEquityPlan,145millionsharesareauthorizedforissuance.Weareaskingourstockholderstoapprovean additional 34.6 million shares to be available for issuance under the Equity Plan, which will increase the aggregate number of shares authorized under the Equity Plan to 179.6 million. As of March 30, 2023, we had approximately12,810,813 shares available for issuance under the Equity Plan. Based solely on the closing price of the Companys common stock, as reportedontheNasdaqonMarch30,2023,whichwas$74.39pershare,themaximumaggregatemarketvalueofthe 12,810,813 shares that could be issued under the Equity Plan is $952,996,379. ShareReserveReductionandShareRecycling AnysharessubjecttostockoptionsorstockappreciationrightsarecountedagainsttheEquityPlansharereserveas0.5 shareforeveryonesharesubjecttotheaward.AnysharessubjecttoawardsgrantedundertheEquityPlanotherthan optionsorstockappreciationrights(i.e.,full value awards,includingrestrictedstock, restrictedstock units, performance units and performanceshares)arecountedagainsttheEquityPlansharereserveasoneshareforeveryonesharesubject thereto. If any award grantedundertheEquityPlanexpiresorbecomesunexercisablewithouthavingbeenexercisedinfull,is surrenderedorisforfeitedto or repurchasedbytheCompanyduetofailuretovest,theunpurchased,forfeitedor repurchasedsharessubjecttosuchawardbecomeavailableforfuturegrantorsaleundertheEquityPlan. Sharesusedtosatisfytaxwithholdingobligationsrelatingtoanawardorpaytheexercisepriceorpurchasepriceofan optionorstockappreciationrightdonotbecomeavailableforfutureissuanceundertheEquityPlan. AdjustmentstoSharesSubjecttotheEquityPlan Certaintransactionswithourstockholdersnotinvolvingourreceiptofconsideration,suchasastocksplit,spin-off,stock dividend,or certainrecapitalizations,may affect the price of our shares (these transactionsare collectivelyreferred to as “equity restructurings”).In the event that an equity restructuring occurs, the CompensationCommitteeor the Board will equitablyadjusttheclassofsharesissuableandthemaximumnumberofsharesofourstocksubjecttotheEquityPlan,as well as the maximumnumberofsharesthatmaybeissuedtoanemployeeduringanycalendaryear,andwillalso equitablyadjustoutstandingawardsastotheclass,numberofsharesandpricepershareofourstock.Othertypesof transactionsmayalsoaffectourshares,suchasadividendorotherdistribution,reorganization,merger,orotherchangesin corporatestructure.In the event that there is a transactionwhich is not an equity restructuring,and the Compensation CommitteeortheBoarddeterminesthatanadjustmenttotheplanandanyoutstandingawardswouldbeappropriateto preventanydilutionorenlargementofbenefitsundertheEquityPlan,theCompensationCommitteeortheBoardwill equitablyadjusttheEquityPlanastotheclassofsharesissuableandthemaximumnumberofsharesofourstocksubject to the Equity Plan, as well as the maximum number of sharesthat may be issued to an employeeduring any calendaryear, andwillalsoadjustanyoutstandingawardsastotheclass,numberofsharesandpricepershareofourstockinsuch mannerasitmaydeemequitable. Administration TheCompensationCommitteehastheexclusiveauthoritytoadministertheEquityPlan,includingthepowertodetermine eligibility, the types and sizes of awards, the price and timing of awards, the accelerationor waiver of any vesting restriction andtheauthoritytodelegatesuchadministrativeresponsibilities. 88 •2023ProxyStatement

PROPOSAL3:VOTETOAPPROVEPAYPALHOLDINGS,INC.2015EQUITYINCENTIVEAWARDPLAN,ASAMENDEDANDRESTATED Increasing the NumberofSharesReservedforIssuanceundertheEquityPlan Totheextentpermittedbyapplicablelaw,theCompensationCommitteemaydelegatetoacommitteeofoneormoreof ourdirectorsoroneormoreofourofficerstheauthoritytograntoramendawardstoparticipantsotherthanourexecutives whoaresubjecttoSection16oftheExchangeAct.Pursuanttothisprovision,ourCompensationCommitteescurrent practiceis to delegateto our Chief ExecutiveOfficer, in his capacityas a Board member,the authorityto determineand makeindividualgrantstoouremployeeswhoarenotsubjecttoSection16oftheExchangeAct. PRO UnlessotherwisedeterminedbytheBoard,theCompensationCommitteewillconsistsolelyoftwoormoremembersof XY theBoard,eachofwhomisanon-employeedirectorundertheExchangeAct,andan“independentdirector”underthe S T rules of Nasdaq(or other principal securities market on which shares of our common stock are traded). A TEMENT Eligibility Awardsmaybegrantedtoemployees,directorsandconsultantsoftheCompanyandemployeesandconsultantsofany subsidiaryof the Company.Incentivestockoptionsmaybegrantedonlytoemployeeswho,asofthetimeofgrant,are employeesoftheCompanyoranysubsidiarycorporationoftheCompany.AsofMarch30,2023,therewereapproximately 29,000employees,including6executiveofficers,11non-employeedirectorsand14,800consultantseligibletobegranted awardsundertheEquityPlan.WhileconsultantstotheCompanyareeligibletoparticipateintheEquityPlan,asof March30,2023,theCompanyhasnotgrantedanyequityawardstoanyconsultantsandtheCompanyscurrentpracticeis to not grant equity awards to consultants. StockOptions Stockoptions,includingincentivestockoptionsasdefinedunderSection422oftheCodeandnon-qualifiedstockoptions, maybegrantedpursuanttotheEquityPlan.TheoptionexercisepriceofallstockoptionsgrantedpursuanttotheEquity Planwill not be less than 100% of the fair market value of a share on the date of grant. Stock options may be exercisedas determinedbytheCompensationCommittee,butinnoeventmayastockoptionhaveatermextendingbeyondtenyears fromthedateofgrant. Notwithstandingtheforegoing,incentivestockoptionsgrantedtoanypersonwhoowns,asofthedateofgrant,stock possessingmorethantenpercentofthetotalcombinedvotingpowerofallclassesofourstockwillhaveanexerciseprice that is not less than 110% of the fair market value of a share on the date of grant and may not have a term extending beyond thefifth anniversary of the date of grant. The aggregate fair market value of a share with respect to which options intended to be incentivestock options are exercisablefor the first time by an employee in any calendaryear may not exceed $100,000orsuchotheramountastheCodeprovides. TheCompensationCommitteehastheauthoritytodeterminethemethodsbywhichanoptionholdermaypaythe exercisepriceofanoptionortherelatedtaxes,including,withoutlimitation:(1) cash,(2) shares(including,in the caseof paymentoftheexercisepriceofanaward,sharesissuablepursuanttotheexerciseoftheaward)havingafairmarketvalue onthedateofdeliveryequaltotheaggregatepaymentsrequiredor(3)otherpropertyacceptabletotheCompensation Committee(includingthroughthedeliveryofanoticethattheawardholderhasplacedamarketsellorderwithabroker with respectto sharesthenissuableuponexerciseorvestingofanaward,andthatthebrokerhasbeendirectedtopaya sufficient portion of the net proceeds of the sale to us in satisfaction of the aggregate payments required; provided that paymentofsuchproceedsisthenmadetousuponsettlementofthatsale).NoparticipantwhoisamemberoftheBoard or an “executiveofficer” of the Companywithinthe meaningof Section13(k) of the ExchangeActwill be permittedto pay theexercisepriceofanoptioninanymethodwhichwouldviolatetheprohibitionsonloansmadeorarrangedbyusasset forth in Section 13(k) of the Exchange Act. RestrictedStockAwards RestrictedstockmaybegrantedpursuanttotheEquityPlan.Arestrictedstockawardisthegrantofsharesataprice,ifany, determinedbytheCompensationCommittee,thatisnontransferableandmaybesubjecttosubstantialriskofforfeiture until specific conditions are met. Conditions may be based on continuing employmentand/orachievingperformance goals. During the period of restriction, participants holding shares of restricted stock may have full voting and dividend rights with respect to such shares; provided, however, that any dividendswill be subject to the same vesting conditionsas theunderlyingsharesofrestrictedstock.Therestrictionswill lapsein accordancewitha scheduleorotherconditions determinedbytheCompensationCommittee. RestrictedStockUnits RSUsmaybegrantedpursuanttotheEquityPlan.AnRSUawardprovidesfortheissuanceofcommonstockatafuturedate uponthesatisfactionofspecificperformanceconditionsassetforthintheapplicableawardagreementand/orsubjectto continuingemploymentassetforthintheapplicableawardagreement.Thevestingandmaturitydateswillbeestablished at the time of grant and may provide for the deferral of receipt of the common stock beyond the vesting date. On or •2023ProxyStatement 89

PROPOSAL3:VOTETOAPPROVEPAYPALHOLDINGS,INC.2015EQUITYINCENTIVEAWARDPLAN,ASAMENDEDANDRESTATED Increasing the NumberofSharesReservedforIssuanceundertheEquityPlan following the maturity date, we will transfer to the participant one unrestricted,fully transferable share of common stock for eachRSUscheduledtobepaidoutandnotpreviouslyforfeited(subjecttoapplicabletaxwithholdingrequirements). StockAppreciationRights Stockappreciationrights(“SARs”)maybegrantedpursuanttotheEquityPlan.TheexercisepriceofallSARsgranted pursuanttotheEquityPlanwillnotbelessthan100%ofthefairmarketvalueofashareonthedateofgrant.SARsmaybe exercisedasdeterminedbytheCompensationCommittee,butinnoeventmayanSARhaveatermextendingbeyondten yearsfromthedateofgrant. AdditionalAwards TheothertypesofequityawardsthatmaybegrantedundertheEquityPlanincludeperformanceshareunits,performance shares,deferredstockunits,dividendequivalentsandotherstock-basedawards.NotwithstandinganythingintheEquity Plantothecontrary,dividendequivalentswillbesubjecttothesamevestingconditionsastheunderlyingawardstowhich thedividendequivalentsrelate.NodividendequivalentsmaybepayablewithrespecttostockoptionsorSARs. PerformanceBonusAwards PerformancebonusawardsmaybegrantedpursuanttotheEquityPlan.Performancebonusawardsarecashbonuses payableupontheattainmentofpre-establishedperformancegoalsbasedonestablishedperformancecriteria.Thegoals are establishedandevaluatedbytheCompensationCommitteeandmayrelatetoperformanceoveranyperiodsas determinedbytheCompensationCommittee. Performance-BasedAwards TheCompensationCommitteemaygrantperformance-basedawardsundertheEquityPlan.UndertheEquityPlan,these performance-basedawardsmaybeeitherequityawardsorperformancebonusawards.Participantsareentitledtoreceive paymentforaperformance-basedawardforanygivenperformanceperiodonlytotheextent that pre-establishedperformancegoalssetbytheCompensationCommitteefortheperiodaresatisfied. Pre-establishedperformancegoalsmayinclude,withoutlimitation,anyoneormoreofthefollowingtypesofperformance criteria: • trading volume; • stockpriceappreciation; • users; • total stockholderreturns; • customers; • employeeproductivity; • total paymentvolume; • marketshare; • revenue; • volume; • operatingincome; • customersatisfactionmetrics; • EBITDAand/ornetearnings(eitherbeforeorafter • net sales; interest, taxes, depreciation and amortization); • expenselevels; • net income(eitherbeforeoraftertaxes); • regulatoryachievements(includingsubmitting • earningspershare; or filing applications or other documents with • earningsasdeterminedotherthanpursuantto regulatoryauthoritiesor receivingapprovalof GAAP; anysuchapplicationsorotherdocuments, • multiples of price to earnings; passingpre-approvalinspections(whetherof • multiples of price/earningsto growth; theCompanyorthirdparties)); • return on net assets; • grossorcashmargins; • return on gross assets; • sales or licenses of the Companysassets, • return on equity; includingits intellectual property, whether in a particular jurisdiction or territory or globally, or • return on investedcapital; throughpartneringtransactions; • stockprice; • implementation,completionorattainmentof • cashflow(includingoperatingcashflowand objectiveswithrespecttoresearch, free cash flow); development,commercialization,productsor • net or operating margins; projects, productionvolumelevels,acquisitions • economicprofit; anddivestituresandrecruitingandmaintaining personnel; 90 •2023ProxyStatement

PROPOSAL3:VOTETOAPPROVEPAYPALHOLDINGS,INC.2015EQUITYINCENTIVEAWARDPLAN,ASAMENDEDANDRESTATED Increasing the NumberofSharesReservedforIssuanceundertheEquityPlan • financing and other capital raising transactions • co-development,co-marketing,profitsharing, (including sales of the Companysequity or debt joint venture or other similar arrangements; securities, factoring transactions); • economicvalue-addedmodelsorequivalent • productrevenuegrowth; metrics; • grossprofit; • debtreduction; PRO • financial ratios, including those measuring • reductionsin costs; XY S liquidity, activity, profitability or leverage, cost of T • year-endcash; A capital or assets under management; • workingcapitallevels,includingcash,inventory TEMENT • strategic partnershipsor transactions andaccountsreceivable; (including in-licensing and out-licensing of • researchanddevelopmentachievements; intellectual property, establishing relationships • operatingefficiencies;and with commercialentitieswithrespecttothe marketing,distributionand sale of the • employeeengagement/satisfactionmetrics. Companysproducts(includingwithgroup purchasingorganizations,distributorsandother vendors); Anyoftheabovecriteriamaybemeasuredwithrespecttous,oranysubsidiary,affiliate,orotherbusinessunitofours, either in absolute terms, terms of growth, or as comparedto any incrementalincreaseand as comparedto resultsof a peer group,andmaybecalculatedonaproformabasisorinaccordancewithGAAP.TheCompensationCommitteedefines themannerofcalculatingtheperformancecriteriaitselectstouseforsuchawards.Withregardtoaparticularperformance period, the CompensationCommitteewillhavethediscretiontoselectthelengthoftheperformanceperiod,thetypeof performance-basedawardstobegranted,andthegoalsthatwillbeusedtomeasuretheperformancefortheperiod. Unlessotherwiseprovidedinanawardagreement,tobeeligibleforaperformance-basedawardforanyperiod,a participantwill have to be employedby or providingservicesto the Companyon thedatetheperformance-basedawardis paid. Limitations on AwardstoIndividualParticipants Themaximumnumberofsharesthatmaybesubjecttooneormoreawardsgrantedtoanyoneparticipantpursuanttothe Equity Plan during any calendaryear is 2,000,000 shares,and the maximum amountthatmaybepaidincashtoany employeeduringanycalendaryearwithrespecttoanyperformance-basedawardis$3million.Themaximumvalueof awardsgrantedtonon-employeedirectorspursuanttotheEquityPlanduringanyfiscalyearis$600,000;provided, however,thatthelimitsetforthinthissentence(a)isincreasedto$1,200,000inthefiscalyearinwhich anon-employeedirectorcommencesserviceontheBoardand(b)doesnotapplytoawardsmadepursuantto anon-employeedirectorselectiontoreceiveanawardinlieuofalloraportionofacashretainerforserviceontheBoard or any committeethereunder. Prohibition on Repricing Exceptforadjustmentsdescribedin“AdjustmentstoSharesSubjecttotheEquityPlan”above,theCompensation Committeewillnot,withoutstockholderapproval,authorizetheamendmentofanyoutstandingawardtoreduceits purchasepricepershare,thereplacementorsubstitutionofanyawardforanawardhavingalesserpurchasepriceper share, or an offer to purchase any previously granted option or stock appreciationright for a payment in cash when the per shareexercisepriceexceedstheFairMarketValueoftheunderlyingshare. MinimumVesting SubjecttotheaccelerationofvestingaspermittedunderthetermsoftheEquityPlan,noportionofanyawardgranted undertheEquityPlanwillvestbeforetheone-yearanniversaryofthedateofgrant,exceptthatawardsthatresultinthe issuancetooneormoreparticipantsofupto5%ofthesharesofcommonstockwhichmaybeissuedortransferredunder theEquityPlanmaybegrantedwithoutregardtosuchminimumvestingprovisions. AwardsSubjecttoClawback AnyincentiveawardsgrantedundertheEquityPlan,andanycashorpropertydeliveredpursuanttoincentiveawards,are subjecttoforfeiture, recovery,or other action by PayPal as necessaryfor compliancewith any Companypolicyor as requiredbylaw. •2023ProxyStatement 91

PROPOSAL3:VOTETOAPPROVEPAYPALHOLDINGS,INC.2015EQUITYINCENTIVEAWARDPLAN,ASAMENDEDANDRESTATED Increasing the NumberofSharesReservedforIssuanceundertheEquityPlan Transferability of Awards AwardsgrantedundertheEquityPlangenerallyarenottransferable,andallrightswithrespecttoanawardgrantedtoa participantgenerallywill be available during a participantslifetime only to the participant(or the participantsguardian or legal representative). ChangeinControl A“changeincontrol”generallymeansatransactioninwhichanypersonorgroupacquiresmorethan50%ofourvoting securities, a change in a majority of the Board over a two-year period that is not approved by at least two-thirds of the incumbentBoardmembers,asaleorotherdispositionofallorsubstantiallyallofourassets,amergerorconsolidationin whichwearenotthesurvivingcorporationorareversemergerinwhichwearethesurvivingcorporationbutthesharesof ourstockoutstandingimmediatelyprecedingthemergerareconvertedbyvirtueofthemergerintootherpropertyorthe CompanysstockholdersapprovalofaliquidationordissolutionoftheCompany. Outstandingawardsdonotautomaticallyterminateintheeventofachangeincontrol.Intheeventofachangeincontrol, anysurvivingcorporationoracquiringcorporationmusteitherassumeorcontinueoutstandingawardsorsubstitutesimilar awards.Otherwise,thevestingofsuchawards(and,ifapplicable,thetimeduringwhichsuchawardsmaybeexercised) will be acceleratedin full and all forfeiture restrictions on such awards will lapse. The unexercised portion of all outstanding awardsmayterminateuponthechangeincontrol. If a change in control occurs during a performanceperiodwith respectto an outstandingawardthat vestsbasedon performancegoalsorotherperformance-basedobjectives,theperformanceperiodoftheawardwillendasofthedateof thechangeincontrolandtheperformancegoalswillbedeemedtohavebeensatisfiedattheactuallevelofperformance asofthedateofthechangeincontrol,asdeterminedbytheCompensationCommitteeasconstitutedimmediatelypriorto thechangeincontrol,withoutproration,andsuchaward,totheextentdeemedearnedbytheCompensationCommittee, will continue to be subject to time-basedvesting following the change in control in accordancewith the original vesting schedule;provided,however,thatiftheawardsarenotconverted,assumedorreplacedbyasuccessorentity,then immediatelypriortothechangeincontrol,suchawardwillbecomefullyvested,asdescribedintheparagraphabove. TerminationorAmendment TheEquityPlanwillautomaticallyterminatetenyearsfromthemostrecentapprovaloftheEquityPlanbytheCompanys stockholders,unlessterminatedatanearliertimebytheAdministrator.TheAdministratormayterminateoramendthe Equity Plan at any time, subject to stockholder approval for any amendment(i) to the extent necessaryand desirableto complywithanyapplicablelaw,regulation,orstockexchangerule,(ii)toincreasethenumberofsharesavailableunderthe Equity Plan, (iii) to permit the Compensation Committee or the Board to grant options with a price below fair market value onthedateofgrantor(iv)toextendtheexerciseperiodforanoptionorstockappreciationrightbeyondtenyearsfromthe dateofgrant.NoterminationoramendmentoftheEquityPlanmayadverselyaffectinanymaterialrespectanyAward previouslygrantedpursuanttotheEquityPlanwithoutthepriorwrittenconsentoftheparticipant. SummaryofU.S.FederalIncomeTaxConsequences Thefollowingisageneralsummaryundercurrentlawofthematerialfederalincometaxconsequencestoparticipantsin theEquityPlanunderU.S.law.Thissummarydealswiththegeneraltaxprinciplesthatapplyandisprovidedonlyfor generalinformation.Certaintypesof taxes,suchasstateandlocalincometaxesandtaxesimposedbyjurisdictions outsidetheU.S.,arenotdiscussed.Taxlawsarecomplexandsubjecttochangeandmayvarydependingonindividual circumstancesandfromlocalitytolocality.Thesummarydoesnotdiscussallaspectsofincometaxationthatmaybe relevant to a participant in light of his or her personal investment circumstances.This summarized tax information is not tax advice. Section162(m)oftheCode Section162(m)oftheCodegenerallylimitsto$1milliontheamountthatapubliclyheldcorporationisallowedeachyearto deductforthecompensationpaidtothecorporationschiefexecutiveofficer,chieffinancialofficerandcertainofthe corporationscurrentandformerexecutiveofficers. StockOptions Aparticipantwill not recognizetaxableincomeatthetimeanoptionisgrantedandtheCompany(or,ifapplicable,the employersubsidiary)will not be entitledto a tax deductionat that time. A participantwill recognize compensationtaxable 92 •2023ProxyStatement

PROPOSAL3:VOTETOAPPROVEPAYPALHOLDINGS,INC.2015EQUITYINCENTIVEAWARDPLAN,ASAMENDEDANDRESTATED Increasing the NumberofSharesReservedforIssuanceundertheEquityPlan asordinaryincome(andsubjecttoincometaxwithholdinginrespectofanemployee)uponexerciseofanonqualified stockoptionequaltotheexcessofthefairmarketvalueofthesharespurchasedovertheirpurchaseprice,andthe Companywillbeentitledtoacorrespondingdeduction,excepttotheextentthedeductionlimitsofSection162(m)ofthe Codeapply.Aparticipantwillnotrecognizeincome(exceptforpurposesofthealternativeminimumtax)uponexerciseof anincentivestockoption.If thesharesacquiredbyexerciseofanincentivestockoptionareheldforatleasttwoyearsfrom PRO thedatetheoptionwasgrantedandoneyearfromthedateitwasexercised,anygainorlossarisingfromasubsequent XY dispositionof those shareswill be taxed as long-term capital gain or loss, and the Company (or, if applicable,the employer S subsidiary) will not be entitled to any deduction. If, however, such shares are disposed of within the above-described T A period, then in the year of that disposition the participant will recognize compensationtaxable as ordinary income equal to TEMENT theexcessofthelesserof(i)theamountrealizeduponthatdispositionand(ii)theexcessofthefairmarketvalueofthose sharesonthedateofexerciseoverthepurchaseprice,andtheCompany(or,ifapplicable,theemployersubsidiary)willbe entitled to a correspondingdeduction,exceptto the extentthe deductionlimits of Section162(m) of the Code apply. StockAppreciationRights Aparticipantwill not recognizetaxableincomeatthetimeSARsaregrantedandtheCompany(or,ifapplicable,the employersubsidiary)will not be entitledto a tax deductionat that time. Upon exercise,the participantwill recognize compensationtaxableasordinaryincome(andsubjecttoincometaxwithholdinginrespectofanemployee)inanamount equaltothefairmarketvalueofanysharesdeliveredandtheamountofcashpaidbytheCompany.Thisamountis deductiblebytheCompany(or,ifapplicable,theemployersubsidiary)ascompensationexpense,excepttotheextentthe deductionlimitsof Section162(m)oftheCodeapply. OtherStock-BasedAwards Aparticipantwill not recognizetaxableincomeatthetimerestrictedstock(includingperformance-basedrestrictedstock) is granted and the Company(or,if applicable,the employersubsidiary)will not be entitledto a tax deductionat that time, unlesstheparticipantmakesanelectiontobetaxedatthattime.Ifsuchelectionismade,theparticipantwillrecognize compensationtaxableasordinaryincome(andsubjecttoincometaxwithholdinginrespectofanemployee)atthetimeof thegrantinanamountequaltotheexcessofthefairmarketvalueforthesharesatsuchtimeovertheamount,ifany,paid for those shares. If such election is not made, the participant will recognize compensationtaxable as ordinary income (and subjecttoincometaxwithholdinginrespectofanemployee)atthetimetherestrictionsconstitutingasubstantialriskof forfeiture lapse in an amount equal to the excess of the fair market value of the shares at such time over the amount, if any, paidforthoseshares.Theamountofordinaryincomerecognizedbymakingtheabove-describedelectionoruponthe lapseofrestrictionsis deductibleby the Company(or,if applicable,the employersubsidiary)as compensationexpense, excepttotheextentthedeductionlimitsofSection162(m)oftheCodeapply. Aparticipantwill not recognizetaxableincomeatthetimeaRSU(includingaperformance-basedRSU)isgrantedandthe Company(or,ifapplicable,theemployersubsidiary)willnotbeentitledtoataxdeductionatthattime.Uponsettlementof RSUs,theparticipantwill recognizecompensationtaxableasordinaryincome(andsubjecttoincometaxwithholdingin respectofanemployee)inanamountequaltothefairmarketvalueofanysharesdeliveredandtheamountofanycash paidbytheCompany.TheamountofordinaryincomerecognizedisdeductiblebytheCompany(or,ifapplicable,the employersubsidiary)ascompensationexpense,excepttotheextentthedeductionlimitsofSection162(m)oftheCode apply. DividendEquivalents In general, dividend equivalentsare generally taxable as ordinary income when the participantreceivesa payout of the dividendequivalent, andtheCompanygenerallywillbeentitledtoataxdeductionatthesametimeandinthesame amount. OtherCash-BasedAwards Aparticipantwhoreceivesanothercash-basedawardwillrealizecompensationtaxableasordinaryincomeinanamount equaltothecashpaidatthetimeofsuchpayment.Incometaxwithholdingrequirementsgenerallyapplytoamountsthat are recognizedasordinaryincomeandtheCompanygenerallywillbeentitledtoadeductioninthesameamountandat thesametimethattheparticipantrecognizesordinaryincome. ThetaxconsequencesforequityawardsoutsideoftheU.S.maydiffersignificantlyfromtheU.S.federalincometax consequencesdescribedabove. •2023ProxyStatement 93

PROPOSAL3:VOTETOAPPROVEPAYPALHOLDINGS,INC.2015EQUITYINCENTIVEAWARDPLAN,ASAMENDEDANDRESTATED Increasing the NumberofSharesReservedforIssuanceundertheEquityPlan NewPlanBenefits NoawardsmadeundertheEquityPlanpriortothedateoftheAnnualMeetingweregrantedsubjecttostockholder approvalofthisProposal3.ThefutureawardstobemadeundertheEquityPlanaresubjecttothediscretionofthe CompensationCommitteeandthereforearenotdeterminableatthistime.Moreover,thenumberofsharesthatwouldbe earnedwithrespecttoanygrantmayvarybasedontheachievementofanyapplicableperformancegoals,whichisnot determinableatthistime. TheEquityPlanauthorizesthegrantofdiscretionaryawardstonon-employeedirectors,thetermsandconditionsofwhich are determinedbytheCompensationCommittee.Historically,ournon-employeedirectorshavereceivedannualequity grantsunderourequityincentiveplans.Underour2022IndependentDirectorCompensationPolicy,ournon-employee directorsreceiveannualequitygrantspromptlyfollowingthedateofeachannualstockholdersmeetingintheformoffully vestedstockpaymentawardswithadollarvalueequalto$275,000,andwithrespecttotheNon-ExecutiveBoardChair,an additional fully vested stock payment award with a dollar value equal to $87,500. In addition, our non-employeedirectors mayelecttoreceivetheirannualretainersintheformoffullyvestedstockawards. AwardsGrantedundertheEquityPlan TheCompanysNEOsandmembersoftheBoardwillbeeligibletoreceivegrantsundertheEquityPlanandthereforehave aninterestin this Proposal. BecausegrantsundertheEquityPlantoparticipantsarewithinthediscretionoftheCompensationCommittee(orits delegate),it is not possible to determine the grants that will be made to participantsunder the Equity Plan. TheEquityPlanauthorizesthegrantofdiscretionaryawardstonon-employeedirectors,thetermsandconditionsofwhich are determinedbytheCompensationCommittee.Historically,ournon-employeedirectorshavereceivedannualequity grantsunderourequityincentiveplans.UnderourcurrentIndependentDirectorCompensationPolicy,ournon-employee directorsreceiveannualequitygrantspromptlyfollowingthedateofeachannualstockholdersmeetingintheformoffully vestedstockpaymentawardswithadollarvalueequalto$275,000,andwithrespecttotheNon-ExecutiveBoardChair,an additional fully vested stock payment award with a dollar value equal to $87,500. In addition, our non-employeedirectors mayelecttoreceivetheirannualretainersintheformoffullyvestedstockawards. Thefollowingtablesetsforthinformationwithrespecttothenumberofsharessubjecttoequityawardspreviouslygranted undertheEquityPlansinceitsinceptionthroughMarch30,2023forcertainindividuals: Numberof Numberof Options SharesSubjectto NameofIndividualorGroup Granted(#) StockAwards(#) 2022NEOs: Daniel H. Schulman 30,485 2,482,269 Blake Jorgensen — 8,827 JohnRainey 87,390 897,288 Gabrielle Rabinovitch — 294,101 JonathanAuerbach — 561,153 MarkBritto — 404,733 AaronKarczmer — 596,582 PeggyAlford — 414,976 All current executive officers as a group 30,485 4,527,752 All current non-employeedirectors as a group — 489,610 Associate of any such directors, executive officers or nominees — — Otherpersonswhoreceivedoristoreceive5%ofsuchoptionsorrights — — All employees as a group (excludingexecutive officers) 428,653 111,643,084 THEBOARDRECOMMENDSAVOTEFORPROPOSAL3. 94 •2023ProxyStatement

PROPOSAL4:RATIFICATIONOFTHEAPPOINTMENTOFPRICEWATERHOUSECOOPERSLLPASOURINDEPENDENTAUDITORFOR2023 PROPOSAL4: Ratification of the Appointmentof PRO PricewaterhouseCoopersLLPasOurIndependent XY S T Auditorfor 2023 A TEMENT TheARCCommitteeisdirectlyresponsiblefortheappointment,compensation,retentionandoversightoftheCompanys independentauditor. TheARCCommitteehasappointedPricewaterhouseCoopersLLP(“PwC”)asourindependentauditorfor2023.PwChas servedastheindependentauditorforPayPal,Inc.,awholly-owned,directsubsidiaryoftheCompany,since2000,andas theCompanysindependentauditorsinceitbecameanindependentpubliccompanyinJuly2015.TheBoardandtheARC CommitteebelievethatthecontinuedretentionofPwCtoserveasourindependentauditorisinthebestinterestsofthe Companyandourstockholders.Accordingly,weareaskingourstockholderstoratifytheselectionofPwCasour independentauditorfor2023.Althoughratificationisnotlegallyrequired,wearesubmittingtheappointmentofPwCfor ratification by our stockholders because we value our stockholdersviews on the Companysindependentauditorsandas amatterofgoodcorporatepractice.WeexpectthatarepresentativeofPwCwillattendtheAnnualMeeting,havean opportunityto makeastatementiftheychooseandbeavailabletorespondtoappropriatequestions. If stockholdersdo not ratify the appointment,the ARC Committeewill reconsiderthe appointmentof our independent auditor. Even if the appointmentis ratified, the ARC Committee may in its discretionselect a different independent registeredpublicaccountingfirmatanytimeduringtheyearifitdeterminesthatsuchachangewouldbeappropriate. THEBOARDANDTHEARCCOMMITTEERECOMMENDAVOTEFORPROPOSAL4. ARCCommitteeReport TheARCCommitteeoperatesunderawrittencharteradoptedbytheBoardandreviewedannually.TheARCCommittee consistsof the sevendirectorsnamedbelow.EachmemberoftheARCCommitteemeetstheindependencerequirements of NasdaqandtheSEC,andotherwisesatisfiestherequirementsforauditcommitteeserviceimposedbytheExchange Act. In addition, the Board has determinedthat each of Mr. Moffett and Ms. Messemeris an “audit committeefinancial expert”asdefinedbyapplicableSECrules. TheARCCommitteeprovidesassistanceandguidancetotheBoardinfulfillingitsoversightresponsibilitieswithrespectto: • PayPals corporateaccountingandfinancialreportingpracticesandtheauditofitsfinancialstatements; • Theindependentauditorsqualificationsandindependence; • TheperformanceofPayPalsinternalauditfunctionandindependentauditor; • Thequalityandintegrityof PayPalsfinancialstatementsandreports; • Reviewingandapprovingallauditengagementfeesandterms,aswellasallnon-auditengagementswiththe independentauditor; • ProducingthisARCCommitteereport; • PayPals overall risk framework and risk appetite framework; and • PayPals compliancewithlegalandregulatoryrequirements. TheARCCommitteereliesontheexpertiseandknowledgeofmanagement,theinternalauditdepartmentandthe independentauditorincarryingoutitsoversightresponsibilities.Managementisresponsibleforthepreparation, presentationandintegrityof PayPalsfinancialstatementsandfor maintainingappropriateaccountingandfinancial reportingprinciplesandpoliciesandinternalcontrolsandproceduresthatprovideforcompliancewithaccounting standardsandapplicablelawsandregulations.PayPalsindependentauditor,PwC,isresponsibleforperforminganauditof PayPalsfinancial statementsin accordancewiththestandardsofthePublicCompanyAccountingOversightBoard (“PCAOB”)andexpressinganopinionontheconformityofthosefinancialstatementswithgenerallyacceptedaccounting principlesin the U.S. The independentauditor is also responsiblefor expressingan opinion on the effectivenessof PayPals internal control over financial reporting. •2023ProxyStatement 95

PROPOSAL4:RATIFICATIONOFTHEAPPOINTMENTOFPRICEWATERHOUSECOOPERSLLPASOURINDEPENDENTAUDITORFOR2023 ARCCommitteeReport During2022andearly2023,amongotherthings,theARCCommittee: • ReviewedanddiscussedwithmanagementandtheindependentauditortheCompanysquarterlyearningspress releases,financial statementsand relatedperiodicreportsprior to filing with the SEC; • Reviewedanddiscussedwithexecutivemanagement,theinternalauditteamandtheindependentauditorthescope, adequacyandeffectivenessoftheCompanysinternalaccountingandfinancialreportingcontrolsandtheindependent auditors opinion on the effectivenessof the Companysinternalcontrol over financial reporting; • Monitoredandevaluatedtheindependentauditorsqualifications,performance,internalqualitycontrolproceduresand independenceonanongoingbasis; • Reviewedanddiscussedwithmanagement,theindependentauditorand,asappropriate,thechiefaccountingofficer, theauditscope,anysignificantmattersarisingfromanyauditandtheauditplansofboththeinternalauditdepartment andtheindependentaudit; • ReviewedanddiscussedtheCompanysenterprise-wideriskmanagementprogramandoverallriskmanagement framework,includingpoliciesandpracticesestablishedbymanagementtoidentify,assess,measureandmanagekey current and emergingrisksfacingtheCompany; • ReviewedanddiscussedtheCompanysenterprise-widecomplianceprogramandglobalfinancialcrimesprogram, includingcompliancerisks,managementactionsonsignificantcompliancematters,progressofmajorcompliance initiatives and reports concerning the Companyscompliancewithapplicablelawsandregulations; • ReviewedwiththeGeneralCounselandChiefRiskandComplianceOfficer,asapplicable,anysignificantlegal, complianceorregulatorymattersthatcouldhaveamaterialimpactontheCompanysfinancialstatements,businessor compliancepolicies,includingmaterialnoticestoorinquiriesreceivedfromgovernmentalagencies; • Reviewedanddiscussedwiththeindependentauditorandmanagementtheauditedfinancialstatementsinthe Companys2022AnnualReportonForm10-K,includingadiscussionofthecriticalauditmattersidentifiedbythe independentauditor,thequality(notmerelytheacceptability)of theCompanysaccountingprinciples,the reasonablenessofsignificantjudgmentsandestimatesandtheclarityofthedisclosuresinthefinancialstatements;and • Heldseparateexecutivesessionswiththeindependentauditor,theinternalauditdepartment,theinternalSarbanes- OxleyActof2002(“SOX”)teamandexecutivemanagementtoenablethemtodiscusslegal,accounting,auditingand internal controls matters privately with the ARC Committee. TheARCCommitteehasdiscussedwithPwCthemattersrequiredtobediscussedbytherequirementsofthePCAOBand theSEC.Inaddition,theARCCommitteehasdiscussedwithPwCitsindependencefromPayPalanditsmanagement, receivedthewrittendisclosuresandtheletterrequiredbyapplicablePCAOBrequirementsregardingtheindependent auditors communicationswiththeARCCommitteeconcerningindependenceandconsideredwhetherPwCsprovisionof non-auditserviceswascompatiblewithmaintainingtheindependentauditorsindependence. Asprovidedinitscharter,inadditiontoevaluatingPwCsindependence,theARCCommitteeassessedPwCs performanceasindependentauditorduring2022.Aspartofitsannual,comprehensivereviewofPwCtodetermine whethertore-appointthefirmforthefollowingfiscalyear,theARCCommitteereviewsavarietyofindicatorsofaudit quality including: the quality and candor of PwCs communicationswith the ARC Committeeandmanagement;thequality andefficiencyoftheservicesprovided,includinginputfrommanagementonPwCsperformanceandhoweffectivelyPwC demonstratesitsindependentjudgment,objectivityandprofessionalskepticism;externaldataonauditqualityand performance,includingrecentPCAOBreportsonPwCanditspeerfirms;PwCsglobalcapabilities,technicalexpertiseand knowledgeoftheCompanysglobaloperations,accountingpoliciesandpracticesandinternalcontroloverfinancial reporting; the appropriatenessof PwCs fees; PwCs tenure as the Companysindependentauditor;andthecontrolsand proceduresinplacetomaintainPwCsindependence.Asaresultofitsevaluation,theARCCommitteeconcludedthatthe appointmentofPwCastheCompanysindependentauditorforthefiscalyearendingDecember31,2023isinthebest interests of the Companyanditsstockholders. BasedontheARCCommitteesreviewsanddiscussionsdescribedabove,theARCCommitteerecommendedtothe BoardthattheconsolidatedauditedfinancialstatementsbeincludedinPayPalsAnnualReportonForm10-Kfortheyear endedDecember31,2022forfilingwiththeSEC. TheARCCommitteeoftheBoard DavidM.Moffett(Chair) RodneyC.Adkins BelindaJ. Johnson EnriqueLores DeborahM.Messemer AnnM.Sarnoff FrankD.Yeary 96 •2023ProxyStatement

PROPOSAL4:RATIFICATIONOFTHEAPPOINTMENTOFPRICEWATERHOUSECOOPERSLLPASOURINDEPENDENTAUDITORFOR2023 Audit and Other Professional Fees AuditandOtherProfessionalFees ThefollowingtableprovidesinformationaboutfeesforservicesprovidedbyPwC(inthousands): YearEndedDecember31, PRO 2022($) 2021($) XY S Audit Fees 15,227 14,298 T A Audit-RelatedFees 887 865 TEMENT TaxFees 367 All Other Fees 17 17 TOTAL 16,134 15,247 “Audit Fees” include fees for services provided in connectionwith the audit of our annual financial statements,the review of our quarterly financial statements included in our quarterly reports on Form 10-Q, the audit of internal control over financial reporting, comfort letters, consents, statutory audits, discussions surrounding the proper application of financial accountingand/orreportablestandardsandauditservicesprovidedinconnectionwithotherregulatoryorstatutoryfilings for which we haveengagedPwC. “Audit-RelatedFees”arefeesforassuranceandrelatedservicesthatarereasonablyassociatedwiththeperformanceof theauditorreviewofourconsolidatedfinancialstatementsorinternalcontroloverfinancialreportingandarenotincluded in “Audit Fees.” These servicesprimarily include fees for proceduresin connectionwith our ServiceOrganizationalControl (“SOC”)reports. “TaxFees”arefeesfortaxservices,includingtransferpricingconsulting,taxplanningandadviceandtaxcompliance. “All Other Fees” are fees for permitted services performedby PwC that do not meet the “Audit Fees,” “Audit-RelatedFees” or “Tax Fees” categorydescription.Theseservicesprimarilyincludefeesfor softwarelicenses. TheARCCommitteehasdeterminedthattheprovisionofthenon-auditserviceslistedaboveiscompatiblewithPwCs independence. ARCCommitteePre-ApprovalPolicy TheARCCommitteehasadoptedapolicyregardingpre-approvalofanyauditandpermissiblenon-auditservices.Under this policy, the ARC Committeepre-approvesall audit and permissiblenon-auditservicesto be providedby PwC.These servicesmayincludeauditservices,audit-relatedservices,taxservicesandotherservices.Pre-approvalofservicesis generallyprovidedforaperiodofuptooneyear,detailedastotheparticularserviceorcategoryofservicesandsubjectto aspecifiedbudget.PwCisrequiredtoreportperiodicallytotheARCCommitteeregardingtheextentofservicesprovided in accordancewitheachpre-approvalandthefeesforsuchservicesprovidedtodate.TheARCCommitteemayalso pre-approveparticularservicesonacase-by-casebasis. •2023ProxyStatement 97

PROPOSAL5:STOCKHOLDERPROPOSAL–PROVISIONOFSERVICESINCONFLICTZONES PROPOSAL5: StockholderProposal–ProvisionofServicesin Conflict Zones nd HarringtonInvestments,Inc.(“Harrington”),whoseaddressis10012 Street, Suite 325, Napa, CA 94559, has advisedthe CompanythatitintendstopresentthefollowingstockholderproposalattheAnnualMeeting.Harringtonhasindicatedthat it holds sufficient shares of PayPal common stock to meet the requirementsof Rule 14a-8. The stockholderproposalwill be votedonattheAnnualMeetingonlyifproperlypresentedbyoronbehalfoftheproponent. Thetextofthestockholderproposalandsupportingstatement(includingfootnotes)appearexactlyasreceivedbythe Companyunlessotherwisenoted.Allstatementscontainedinthestockholderproposalandsupportingstatementarethe sole responsibilityof the proponent.The stockholderproposalmay containassertionsabouttheCompanyorothermatters that we believeare incorrect,but we have not attemptedto refute all those assertions. THEBOARDRECOMMENDSAVOTEAGAINSTSTOCKHOLDERPROPOSAL5BASEDONTHEREASONS SETFORTHINPAYPALSSTATEMENTINOPPOSITIONFOLLOWINGTHESTOCKHOLDERPROPOSAL. Whereas: OurCompanysmissionstatementaffirms“Webelievethatfullparticipationintheglobaleconomyisaright,notaprivilege. 1 Elsewhereit reinforcesthe Wehaveanobligationtoempowerpeopletoexercisethisrightandimprovefinancialhealth.” notionthat“affordableandconvenientfinancialservicesshouldbearightforallratherthanaprivilegeforthefew.” OurCompanydescribes“WhoWeAre”bystating“Ourmissionistodemocratizefinancialservicestoensurethat everyone,regardlessofbackgroundoreconomicstanding,hasaccesstoaffordable,convenient,andsecureproductsand servicesto take control of their financial lives.” OurCompanystates“Weareavailableinmorethan200countries/regionssupporting25currencies.Sendandreceive 2 paymentseasilyoverbordersandlanguagebarriers.Werehereforyou,whereveryouare.” Thisincludesservicetoover 425millioncustomers,includingoperationsinhigh-conflictcountriessuchasYemenandSomaliaandheavily-sanctioned countriessuchasRussia. 3 In this context, we are troubled by years of reliable reports that individuals with Palestinian bank accounts cannot use PayPaltosendorreceivemoneywhileindividualslivinginasimilarlocationbutwithaccountsatotherbankshavefull accesstoPaypalservices. TheUSTreasurystatesthattransactionswithprivatePalestiniancompaniesandindividualsareauthorized,stating 4 “prohibitionsare not territorial in nature.” 5 Visa, Mastercard,andWesternUnionserviceshavebeenavailableforyearstothesecustomers andPalestinianbanksare 6 part of SWIFT, the global system for secure cross-borderpayments.In 2021, PayPalslargestcompetitor,ApplePay,started operatingin Palestine. Applyingarestrictionindiscriminatelyto all residentswith Palestinianbank accountslimits our companysability to expand 7 its business to more than two million potential customers, and impairs the developmentof businessopportunitiesfor the 8 local 150,000 small and mediumenterprises. This limits opportunitiesfor Palestiniansto accesslivelihoodand work opportunities. It also hinders economicdevelopmentinconflictwiththecompanysownCodeofBusinessConduct&Ethics,which states that the companyrespects“therightsenshrinedin theUniversalDeclarationof HumanRightsandwork[s]toalign 9 [its] efforts with the U.N. Guiding Principles on Business and Human Rights and other internationalstandards.” 1 https://s201.q4cdn.com/346340278/files/doc_downloads/2022/Code-of-Business-Conduct-Ethics-2022_External.pdf 2 https://www.paypal.com/webapps/mpp/country-worldwide?roistat_visit=285623 3 https://techcrunch.com/2016/09/09/paypal-brushes-off-request-from-palestinian-tech-firms-to-access-theplatform/https://www.reuters.com/world/middle-east/palestinians- urge-paypal-offer-services-west-bank-gaza-2021-10-21/ 4 https://home.treasury.gov/policy-issues/financial-sanctions/sanctions-programs-and-country-information/counter-terrorism-sanctions/palestinian-authority 5 https://www.reuters.com/world/middle-east/palestinians-urge-paypal-offer-services-west-bank-gaza-2021-10-21/ 6 https://www.bankofpalestine.com/en/personal/transfers/swift 7 https://thisweekinpalestine.com/the-banking-sector-in-palestinen 8 https://www.mdpi.com/2227-7099/10/10/247 9 PayPal, CodeofBusinessConduct&Ethics(2022)p.47. 98 •2023ProxyStatement

PROPOSAL5:STOCKHOLDERPROPOSAL–PROVISIONOFSERVICESINCONFLICTZONES RESOLVED: ShareholdersrequestthattheBoardestablishapolicythatensuresthatpeopleinconflictzones,suchasinPalestine,do notsuffer discriminatoryexclusionfrom the companysfinancialservices,or alternatively,if the companychoosesnot to establishthis policy, provide an evaluation of the economic impact the policy of exclusion has on the affected populations aswellasthecompanysfinances,operationsandreputation. PRO XY S T A PayPalsStatementinOpposition TEMENT PAYPALSBOARDRECOMMENDSTHATSTOCKHOLDERSVOTEAGAINST THISPROPOSALFORTHEFOLLOWINGREASONS: ConsistentwithPayPalsmissiontodemocratizefinancialservices,ouraspirationisforeveryonetohaveaccesstoour services,subjectto our ability to properly meet customer needs, mitigate risk, address regulatory and compliance requirementsandoptimizeresourceallocation. Whileweofferservicesinmorethan200globalmarkets,thescopeofourproductofferingsdifferssignificantlyacross markets.In the majority of the markets in which we provide services,we enable consumersto buy from merchantsin other countries. In select markets we offer a broader suite of services, including domestic payment solutions. In evaluating opportunitiesfor new market entry, we balancethe potentialmarket opportunityand anticipatedcustomer demandagainstassociatedcosts,risks,regulatoryrequirements,requiredpartnerrelationshipsandthecompetitive landscape,amongotherfactors. PayPalremainscommittedtoexecutingagainstourstrategicprioritiesandroadmapandtoappropriatelyevaluating opportunitiesfor geographicexpansionandproductinnovationtoidentifythehighestimpactopportunitiesforour company.Wearecommittedtoconsistentlymaintainingthehigheststandardsofintegrityintheimplementationofour policies, proceduresandprocesses,includingwithrespecttotheevaluationofnewmarketentryopportunitiestodrive longtermvalue. *** TheBoardbelievesthattheCompanyhasalreadyadoptedandimplementedappropriatepoliciesandpracticesthat meaningfullyaddresstheconcernsraisedbytheproponentastheypertaintotheCompanysactivities.Accordingly,forthe reasonssetforthaboveandafterthoughtfulconsiderationoftheproposal,theBoardbelievesthatimplementationofthis proposalisnotinthebestinterestsofPayPalanditsstockholders. THEBOARDRECOMMENDSAVOTEAGAINSTSTOCKHOLDERPROPOSAL5. •2023ProxyStatement 99

PROPOSAL6:STOCKHOLDERPROPOSAL–REPRODUCTIVERIGHTSANDDATAPRIVACY PROPOSAL6: StockholderProposal–ReproductiveRightsandData Privacy Tara Health Foundation,whoseaddressis36LomaRoad,PalomarPark,CA94062,hasadvisedtheCompanythatitintends to presentthefollowingstockholderproposalattheAnnualMeeting.TaraHealthFoundationhasindicatedthatitholds sufficient shares of PayPal common stock to meet the requirementsof Rule 14a-8. The stockholderproposalwill be voted onattheAnnualMeetingonlyifproperlypresentedbyoronbehalfoftheproponent. Thetextofthestockholderproposalandsupportingstatement(includingfootnotes)appearexactlyasreceivedbythe Companyunlessotherwisenoted.Allstatementscontainedinthestockholderproposalandsupportingstatementarethe sole responsibilityof the proponent.The stockholderproposalmay containassertionsabouttheCompanyorothermatters that we believeare incorrect,but we have not attemptedto refute all those assertions. THEBOARDRECOMMENDSAVOTEAGAINSTSTOCKHOLDERPROPOSAL6BASEDONTHEREASONS SETFORTHINPAYPALSSTATEMENTINOPPOSITIONFOLLOWINGTHESTOCKHOLDERPROPOSAL. ReproductiveRightsandDataPrivacy WHEREAS:FollowingrevocationoftheconstitutionalrighttoanabortioninJune2022,policymakersareconcernedabout theuseofpersonaldigitaldatafortheenforcementofstatelawsthatbanorlimitabortionaccess. Lawenforcementfrequentlyreliesondigitalconsumerdata.WhilePayPaldoesnotpubliclyreportfiguresonlaw enforcementrequests,AlphabetandMetaalonecollectivelyreceivedaround110,000requestsinthesecondhalfof2021. 1 In 2022, Meta satisfied a Nebraska police warrant for private Eachcompliedwithabout80percentofthoserequests. 2 Facebookmessagesfromamotherfacingfelonychargesforallegedlyhelpingherdaughterterminateapregnancy, receivingsignificantnegativepress. PayPalcollectssensitivepersonaldigitalinformationfromconsumerssuchasgeolocationdata,internetactivity,and commercialinformation.Thisdatamaybeaccessedwithoutconsumerconsentbystatesthatcriminalizeabortion.The CompanysprivacystatementallowsPayPalto“sharepersonalinformationwith...lawenforcementwhenaccompanied 3 byasubpoenaorotherlegaldocumentationthatrequiresPayPalormembersofourcorporatefamilytorespond.” 4 Braintree, a subsidiary of PayPal, similarly permits such disclosures when “assisting law enforcementagencies.” However, lawenforcementdatarequestsmayseekevidenceofconsumeractsthatareinappropriateforPayPaltovoluntarilyshare– for example,customersfinancialactivitiesthat were legal in the state where they occurred,but illegal in the consumers state of residence,such as purchasingabortifacients. PayPalisnotimmunetoabortion-relatedlawenforcementrequeststhatmaycreatesignificantreputational,financial,and legal risks. PayPal already complies with “deletion rights” under California law, wherein consumers may request the Companydeletepersonaldatathatitisnotlegallyrequiredtoretain.Thereisastrongbrandbenefittomeetingtheprivacy 5 expectationsofavastmajorityofconsumers. RESOLVED:ShareholdersrequestourBoardissueapublicreportdetailingknownandpotentialrisksandcoststothe Companyoffulfillinginformationrequestsrelatingto PayPalcustomersfortheenforcementofstatelawscriminalizing abortionaccess,andsettingforthanystrategiesbeyondlegalcompliancetheCompanymaydeploytominimizeor mitigatetheserisks. The report should be producedat reasonableexpense,excludeproprietaryor privilegedinformation, andpublishedwithinoneyearoftheannualmeeting. SUPPORTINGSTATEMENT:Shareholdersrecommend,atboarddiscretion,thatinputfromreproductiverightsandcivil liberties organizations be solicited and reflected in the report, and that the report contain, regarding reproductivehealth related issues: (1) Anassessmentofthefeasibilityofanationwidedataprivacypolicywhereinconsumerswouldhave“deletionrights”; (2) Anevaluation of the benefits of notifying consumers about law enforcement information requests regarding their data prior to, and with sufficient time for consumer response, before complying with any such request; and, 1 https://transparencyreport.google.com/user-data/overview?hl=en;https://transparency.fb.com/data/government-data-requests/country/us/ 2 https://www.npr.org/2022/08/12/1117092169/nebraska-cops-used-facebook-messages-to-investigate-an-alleged-illegal-abortion 3 https://www.paypal.com/us/legalhub/privacy-full?locale.x=en_US 4 https://www.braintreepayments.com/legal/data-protection-addendum; https://braintree.com/docs/privacy_policy.html 5 https://www.businesswire.com/news/home/20220928005430/en/Survey-Reveals-95-of-Consumers-Demand-that-Brands-Protect-their-Data-and-Privacy-to-Build-Trusted- Sustainable-Relationships 100 •2023ProxyStatement

PROPOSAL6:STOCKHOLDERPROPOSAL–REPRODUCTIVERIGHTSANDDATAPRIVACY (3) Metrics on government requests for customer data received by the Company, including categories of requests and consumerdataproduced. PayPalsStatementinOpposition PRO PAYPALSBOARDRECOMMENDSTHATSTOCKHOLDERSVOTEAGAINST XY S THISPROPOSALFORTHEFOLLOWINGREASONS: T A Asaregulatedfinancialinstitution,westrivetobalanceourglobalcomplianceobligationswithourcommitmentto TEMENT protectingcustomerdataandcombattingglobalfinancialcrimes. Ourgoalistodeliverseamlessandtrustedpaymentexperiencesforourcustomerswhileatthesametimefulfillingour responsibilityto help ensure that paymentsmadeon our platformcomplywithapplicablelaw.Wecaredeeplyaboutthe confidentiality of our consumers and work to protect their privacy even while working closely with federal, state and local lawenforcementtopreventmisuseofourplatformandtoinvestigateseriouscriminalactivitiestoinclude,butnotlimited to, terrorist financing, child exploitation, human trafficking, narcotics trafficking and elder exploitation. In all cases, law enforcementcanonlyobtaincustomerinformationpursuanttoproperlegalserviceandthevalidityofeachrequestis thoroughlyevaluatedpriortothesharingofanyinformation. Thesuccessfulexecutionofourregulatoryandcompliancecommitmentsisparamounttodeliveringinclusivepayment solutions for our customersworldwide.Wetakethesecommitmentsseriouslyandhaveinvestedsignificantlyindeveloping ourenterprise-wideriskmanagementandcomplianceprogramsandcapabilities.Ourdetailedpoliciesregardingcustomer accounts,includingwhatinformationmaybecommunicatedtoanimpactedcustomer,aredesignedtobalance compliancewiththesecomplexregulationsandotherconsiderationsnecessarytomeetourobligationsunderapplicable lawsandmaintainthetrustofourcustomers. ThesafetyandprivacyofPayPalcustomersandtheirinformationisatopprioritythatthecompanytakesvery seriously,actinginaccordancewithallapplicablelaws. At PayPal, data privacy and protectionare central to the trusted relationship we have with our customers.We embody a privacy-first culture and proactive approach to data protection that prioritizes responsible use of data and customer empowermentthroughtransparency,education,privacy-by-designandproductinnovations. Wedevelopandmaintainrobustenterprise-widestandardsestablishedtodriveconsistencyinthemanagementand executionofprocessingpersonalinformationtosafeguardourcustomersandplatform.PayPalhasestablishedappropriate controlsthat reinforce our strategiesrelated to the collection, use, minimization and sharing of data, and does not engage in the sale of customer data. PayPalsPrivacyStatement,availableat https://www.paypal.com/us/legalhub/privacy-full, outlineshow we may use customerdataandunderwhatcircumstanceswemaydisclosedatatothirdparties,includingtoassistinprocessing payments,helpingtoprotectagainstfraudandmanagingrisk.Wetakestepstoensuretheongoingconfidentialityof personalinformation,includingsecuritymeasuresandcontractswiththirdpartiesthatlimittheuseofdatainaccordance with our policies and user preferences.We uphold a strong focus on data minimizationthat limits the collectionand access to data that is relevant and necessaryto delivering safe, secure and affordable products and services.This strategy,as well ascompliancewithfederalhealth-relatedprivacylaws,reducesthepotentialforPayPaltoholdthetypeofpersonal informationof interest to the Proponent.Any potential data that might be tangentiallyrelated to this topic constitutes a very limited portion of PayPal transactionsand customerinformationand is generallyhigh-leveland non-specific. Additionally, PayPal continues to empowerits customerswith meaningfulprivacyeducationon thechoicesandcontrols theyhaveregardingtheirpersonalandtransactionaldatathroughthePrivacyHubandself-serviceportal,availableat https://www.paypal.com/myaccount/privacy/privacyhub.Ourautomatedself-serviceportalenablesourcustomersinover 50countriesacrossEurope,Australia,AsiaandtheU.S.toexercisetheirindividualrighttoaccess,correct,modify,manage anddeletetheirpersonalinformationandmarketingchoices,asapplicable,pursuanttolegalretentionrequirements. *** OurBoardhasthoughtfullyconsideredthisproposalandgiventhecomprehensiveanddiligentprocessesandsystemsthatwe already employtoprotectcustomerconfidentialityandcomplywithapplicablelawsandregulations,aswellasthereasonsstated above,theBoardbelievestheadoptionofthisproposalisunnecessaryandisnotinthebestinterestsofPayPalandits stockholders. THEBOARDRECOMMENDSAVOTEAGAINSTSTOCKHOLDERPROPOSAL6. •2023ProxyStatement 101

PROPOSAL7:STOCKHOLDERPROPOSAL–PAYPALTRANSPARENCYREPORTS PROPOSAL7: StockholderProposal–PayPalTransparencyReports TulipshareLtd. (“Tulipshare”) on behalf of Laurent Ritter has advised the Company that it intends to present the following stockholderproposalattheAnnualMeeting.TulipsharehasindicatedthatMr.RitterholdssufficientsharesofPayPal commonstocktomeettherequirementsofRule14a-8.ThestockholderproposalwillbevotedonattheAnnualMeeting only if properly presentedby or on behalf of the proponent. Thetextofthestockholderproposalandsupportingstatement(includingfootnotes)appearexactlyasreceivedbythe Companyunlessotherwisenoted.Allstatementscontainedinthestockholderproposalandsupportingstatementarethe sole responsibilityof the proponent.The stockholderproposalmay containassertionsabouttheCompanyorothermatters that we believeare incorrect,but we have not attemptedto refute all those assertions. THEBOARDRECOMMENDSAVOTEAGAINSTSTOCKHOLDERPROPOSAL7BASEDONTHEREASONS SETFORTHINPAYPALSSTATEMENTINOPPOSITIONFOLLOWINGTHESTOCKHOLDERPROPOSAL. 1 In June 2021, the AmericanCivil LibertiesUnion launcheda campaign callingon PayPalto providenondiscriminatory financial services to all users. ACLU argued that accountabilityon human rights, civil liberties, and sound technology policy necessitatesthat PayPalprovidetransparencytousers.If PayPaldecidestocloseanindividualorbusinessaccount,PayPal mustprovidemeaningfulnoticeabouttheparticularTermsofServicesprovisionthatwasviolated,andusersshouldhave theopportunitytoappealinatimelyandefficientmanner. 2 In addition to blocking the accounts of sex workers, PayPal routinely targets users for speech protectedby the First 3 Amendment including: 4 • Freezingtheaccount ofNewsMediaCanadaforapaymenttosubmitanarticleaboutSyrianrefugeesforanaward; 5 • Terminatingservice to a user for using open-sourcesoftwareenablinganonymouscommunication; 6 • Stalling efforts to provide bail support to protestors; 7 • Banninglegalsexworkersaccesstoservices,whichdisproportionatelyharmsBlack,Brownandtranscommunities. 8 AsElectronicFrontierFoundationnotes, becauseafewcompaniesdominateonlinepaymentprocessing,PayPalwields tremendouspowertocontrolthespeechenvironmentbyturningoffthefinancialfaucetforuserswhoexpressdisfavored viewsordiscusscontroversialsubjectmatter.MerchantsandindividualsonPayPalsblacklistmayfindthemselvesina financially precarious situation since payment platforms are extremely centralized,creating what in practiceis a duopoly. AnyargumentthatthosedissatisfiedwithPayPalstermsandconditionsshouldsimplyseekotherpaymentmethodsisnot particularly realistic. PayPals2021GlobalImpactReporttoutsitscommitmentto“[b]uildingadigitaleconomythatpowersamoreinclusiveand resilient world,” and yet that report fails to include any information relevant to account suspensions or actions that may chill 9 free speech. PayPalspoortransparencyreportingveilsthecontradictionbetweenPayPalshumanrightspolicyandaccount suspensionsandotherpotentialviolationsoffreedomofspeech.Thisposessignificantlegal,reputational,andfinancialrisk to PayPal and its shareholders. RESOLVED:ShareholdersrequesttheBoardrevisePayPalsTransparencyReportstoprovideclearexplanationsofthe numberandcategoriesofaccountsuspensionsandclosuresthatmayreasonablybeexpectedtolimitfreedomof expressionoraccesstoinformationorfinancialservices.Suchrevisionmayexcludeproprietaryorlegallyprivileged information. 1 https://www.aclu.org/news/lgbtq-rights/paypal-and-venmo-are-shutting-out-sex- workers-putting-lives-and-livelihoods-at-risk 2 https://www.bloomberg.com/news/articles/2019-11-14/porn-site-says-paypal-ban-will-hurt- more-than-100-000-performers 3 https://www.thefire.org/research-learn/fire-statement-free-speech-and-online-payment- processors 4 https://www.cbc.ca/news/canada/manitoba/paypal-freezes-flin-flon-newspaper-syrian-refugees-1.3977292 5 https://www.eff.org/deeplinks/2021/06/paypal-shuts-down-long-time-tor-supporter-no-recourse 6 https://www.vice.com/en/article/k7qbnz/venmo-paypal-freeze-transfer-limits-bail-funds 7 https://www.aclu.org/news/lgbtq-rights/sex-work-is-real-work-and-its-time-to-treat-it-that-way/ 8 https://www.eff.org/deeplinks/2016/02/kafkaesque-battle-soulseek-and-paypal-and-why-free-speech-defenders-should-be 9 https://s201.q4cdn.com/346340278/files/doc_downloads/PayPal-2021-Global-Impact-Report.pdf 102 •2023ProxyStatement

PROPOSAL7:STOCKHOLDERPROPOSAL–PAYPALTRANSPARENCYREPORTS SupportingStatement ProponentssuggestthecompanyincludeinitsTransparencyReports,orexplainwhyitcannotdisclose: • Thesubstantivecontentofaccountsuspensiondecisions,bycountry,includingwhichindividualsorbusinessesmade requests;numberofaccountsremovedbycategorysuchas“encryptedcommunications,”VPN,etc.;andexternallegal PRO or policy basis and internal company criteria for removals; XY • Anyindiciaofimpact,suchasthenumberofprioraccountsuspensionwarningsandwhetherexistingusageofthe S T A accountwaseliminated; TEMENT • Anyeffortsbythecompanytomitigatetheharmfuleffects. PayPalsStatementinOpposition PAYPALSBOARDRECOMMENDSTHATSTOCKHOLDERSVOTEAGAINST THISPROPOSALFORTHEFOLLOWINGREASONS: PayPalisanindustryleaderinprovidingaffordable,convenientandsecurefinancialservicestocustomersof diversebackgroundsandviewpoints. PayPaliscommittedtoconsistentlymaintainingthehigheststandardsofintegrityinourimplementationofourpolicies, proceduresandprocesses,whichareintendedtoensurethatourservicesareprovidedfairlytoallourcustomers.PayPal hasbeenanindustryleaderinprovidingaccesstoinnovativefinancialproducts,andindemocratizingfinancialservicesto small andmedium-sizedbusinessesandentrepreneurswhorelyonourplatform,productsandservicestoreachtheirown customers.PayPalworkstoprovidehistoricallyunderbankedpopulationsandbusinessesaccesstocapital,especially thoseownedbyunderrepresentedentrepreneurs. PayPalconsistentlyemploysobjective,narrowlytailoredpoliciestoaddressaccountsuspensionandclosure,and thosepoliciesarebasedonensuringthesafetyofourcustomersandprotectingPayPalslegitimatebusiness interests. PayPaliscommittedtotheintegrityofourplatform,andtoensuringthesafety,securityandprivacyofourcustomersand others, while complyingwith legal requirements.PayPalsuspendsor closesaccountsinaccordancewithourobligations asaregulatedfinancialinstitutionandto ensurethesafetyof our platformandourcustomers.Specifically,PayPalsriskand complianceframeworkincludespoliciesandmonitoringmechanismstoidentifypotentialfraudandfinancialcrimes, includingmoneylaundering,sanctionsrisksandotherillegalactivities.Thecardnetwork,merchantacquirersandbanking partnersthat PayPal relies upon contractuallyto execute transactionsfor consumersand merchantsalso impose restrictions on the types of transactions that we can process on our platform. These partner obligations, and others, includingthoserequiredbylaw,aresetforthinourAcceptableUsePolicy(AUP),inconnectionwithourUserAgreement (UA). Collectively, these policies and accompanyingprocessesare intendedto protectPayPalscustomers,our platform andthepaymentsecosystemagainstillicitandharmfulactivitysuchascounterfeitingorfraud. Suspensionsandclosuresofcustomeraccountsareundertakentopreservetheintegrityofourplatformandtoprotectour customersandothersfromharm.PayPalimplementstheseandothermeasureswiththeaimofprovidingsafeand affordablefinancial servicesto people of all backgrounds,while, at the same time, supportingfreedomof expressionand inclusivity. PayPals policies are administeredwithout regard to viewpoint, identity, or belief. TheProposalcallsforchangesthatwouldundulyinterferewiththeoperationsofPayPalandtherebyharm stockholderinterests. TheProposalcallsforchangesthatwouldundulyinterferewithPayPalsbusinessoperationsandtherebyharmstockholder interests. Our ability to maintain and manage the accounts of our customers, including account suspensions and closures, is a fundamentalpartofourday-to-dayoperationsandisnecessarytomeetourcomplianceobligationsasafinancialservices company.PayPalspoliciesareintendedtoprotectourcustomersandtheCompanyfromillicitandharmfulactivityandto ensurethatwemeettheletterandspiritofthevariouslawsandregulationstowhichwearesubject.Ourdetailedpolicies regarding customeraccounts,includingwhencustomeraccountsmayberestrictedandwhatinformationmaybe communicatedtoanimpactedcustomer,aredesignedtobalancecompliancewiththecomplexregulationsandother considerations that enable PayPal to both meet our obligations under applicable laws and maintain the trust of our customers. Byimposingadditionaluniqueandambiguousreportingobligations,theProposalwouldundulylimitthediscretionofthe CompanysmanagementandinterferewiththeordinarybusinessandcomplianceoperationsoftheCompany. *** •2023ProxyStatement 103

PROPOSAL7:STOCKHOLDERPROPOSAL–PAYPALTRANSPARENCYREPORTS OurBoardhascarefullyconsideredtheProposal,andforthereasonssetforthabove,theBoardbelievesthatdevoting additional time and resourcesto the proposedreportingwouldbeunnecessary,costlyandwouldonlydistractfromthe ongoingprogramsalreadyinplaceatPayPal.Therefore,ourBoardbelievesthattheProposalisnotinthebestinterestsof PayPalanditsstockholders. THEBOARDRECOMMENDSAVOTEAGAINSTSTOCKHOLDERPROPOSAL7. 104 •2023ProxyStatement

PROPOSAL8:STOCKHOLDERPROPOSAL–REPORTONENSURINGRESPECTFORCIVILLIBERTIES PROPOSAL8: StockholderProposal–ReportonEnsuringRespect PRO for Civil Liberties XY S T A NationalCenterforPublicPolicyResearch(“NCPPR”)onbehalfoftheFreeEnterpriseProjectoftheNCPPRhasadvisedthe TEMENT CompanythatitintendstopresentthefollowingstockholderproposalattheAnnualMeeting.NCPPRhasindicatedthatthe FreeEnterpriseProjectholdssufficientsharesof PayPalcommonstocktomeettherequirementsofRule14a-8.The stockholderproposalwillbevotedonattheAnnualMeetingonlyifproperlypresentedbyoronbehalfoftheproponent. Thetextofthestockholderproposalandsupportingstatement(includingfootnotes)appearexactlyasreceivedbythe Companyunlessotherwisenoted.Allstatementscontainedinthestockholderproposalandsupportingstatementarethe sole responsibilityof the proponent.The stockholderproposalmay containassertionsabouttheCompanyorothermatters that we believeare incorrect,but we have not attemptedto refute all those assertions. THEBOARDRECOMMENDSAVOTEAGAINSTSTOCKHOLDERPROPOSAL8BASEDONTHEREASONS SETFORTHINPAYPALSSTATEMENTINOPPOSITIONFOLLOWINGTHESTOCKHOLDERPROPOSAL. ReportonEnsuringRespectforCivilLiberties SupportingStatement:Companiesthatprovidebankingorfinancialservicesareessentialpillarsofthemarketplace.On accountoftheiruniqueandpivotalroleinAmericaseconomy,manyfederalandstatelawsalreadyprohibitthemfrom discriminatingwhenprovidingfinancialservicestothepublic.AndtheUNDeclarationofHumanRights,consistentwith manyotherlawsandtheU.S.Constitution,recognizesthat“everyonehastherighttofreedomofthought,conscience,and 1 religion.” Financial institutions should respect these freedoms. AsshareholdersofPayPal,webelieveitisofgreatimportthatthecompanyrespectcivilrightsbyidentifyingpotential factors that may contributeto discriminationin the provision of services based on race, color, religion, sex, national origin, or social, political, or religious views. Weareparticularlyconcernedwithrecentevidenceofreligiousandpoliticaldiscriminationbycompaniesinthefinancial 2 servicesindustry,as detailedin the Statementon DebankingandFreeSpeech. Whencompaniesengageinthiskindofdiscrimination,theyhindertheabilityofindividuals,groups,andbusinessesto accessandequallyparticipateinthemarketplaceandinsteadskewittotheirownends. TheStatementonDebankingandFreeSpeechidentifiedmanycompaniesinthefinancialservicesindustrythatfrequently includevagueandsubjectivestandardsintheirpolicieslike“hatespeech”orpromoting“intolerance”thatallow employeestodenyorrestrictserviceforarbitraryordiscriminatoryreasons.The2022editionoftheViewpointDiversity 3 BusinessIndex alsoidentifiednumerousexamplesofthisinmanycompaniestermsofservice.Theinclusionofvagueand arbitrary terms risks impacting clients exercise of their constitutionally protected civil rights, by creating the potential that suchpersonsorgroupswillbedeniedaccesstoessentialservicesasaconsequenceoftheirspeechorpoliticalactivity. Moreover,theyriskgivingfringeactivistsandgovernmentsafootholdtodemandthatprivatefinancialinstitutionsdeny serviceunderthesweeping,unfettereddiscretionthatsuchpoliciesprovide. Theseactionsandpoliciesareanaffronttopublictrust,destabilizethemarket,andthreatentheabilityofAmericancitizens to live freely and do business accordingto their deeply held convictions. 4 PayPalalsomaintainsthatitpromotesgoodsocialpolicyanddiversity,equity,andinclusionpractices. Itisimportantfor theshareholderstoknowthatPayPalisadheringtoitsownstandardsbyservingdiverseconsumerswithoutregardtotheir beliefs or other factors above. Resolved:ShareholdersrequesttheBoardofDirectorsconductanevaluationandissueareportwithinthenextyear,at reasonablecostandexcludingproprietaryinformationanddisclosureofanythingthatwouldconstituteanadmissionof pendinglitigation, evaluating how it overseesrisks related to discriminationagainst individuals based on their race, color, religion (including religious views), sex, national origin, or political views, and whether such discrimination may impact individuals exercise of their constitutionally protected civil rights. 1 https://www.un.org/en/about-us/universal-declaration-of-human-rights. 2 https://storage.googleapis.com/vds_storage/document/Statement%20on%20Debanking%20and%20Free%20Speech.pdf. 3 https://viewpointdiversityscore.org/business-index. 4 https://investor.pypl.com/esg-strategy/default.aspx;https://about.pypl.com/how-we-work/diversity-and-inclusion/default.aspx •2023ProxyStatement 105

PROPOSAL8:STOCKHOLDERPROPOSAL–REPORTONENSURINGRESPECTFORCIVILLIBERTIES PayPalsStatementinOpposition PAYPALSBOARDRECOMMENDSTHATSTOCKHOLDERSVOTEAGAINST THISPROPOSALFORTHEFOLLOWINGREASONS: PayPalisanindustryleaderinprovidingaffordable,convenientandsecurefinancialservicestocustomersof diversebackgroundsandviewpoints. PayPaliscommittedtoconsistentlymaintainingthehigheststandardsofintegrityinourimplementationofourpolicies, proceduresandprocesses,whichareintendedtoensurethatourservicesareprovidedfairlytoallourcustomers.PayPal hasbeenanindustryleaderinprovidingaccesstoinnovativefinancialproducts,andindemocratizingfinancialservicesto small andmedium-sizedbusinessesandentrepreneurswhorelyonourplatform,productsandservicestoreachtheirown customers.PayPalworkstoprovidehistoricallyunderbankedpopulationsandbusinessesaccesstocapital,especially thoseownedbyunderrepresentedentrepreneurs.PayPalprovidesserviceswiththegoalofinclusivityandofsupporting freedomofexpression;wedonotdiscriminateinprovidingservicestothosewithunderrepresentedorevenunpopular viewpoints. PayPalconsistentlyemploysobjective,narrowlytailoredpoliciestoaddressaccountsuspensionandclosure,and thosepoliciesarebasedonensuringthesafetyofourcustomersandprotectingPayPalslegitimatebusiness interests. PayPaliscommittedtotheintegrityofourplatform,andtoensuringthesafety,securityandprivacyofourcustomersand others, while complyingwith legal requirements.PayPalsuspendsor closesaccountsinaccordancewithourobligations asaregulatedfinancialinstitutionandto ensurethesafetyof our platformandourcustomers.Specifically,PayPalsriskand complianceframeworkincludespoliciesandmonitoringmechanismstoidentifypotentialfraudandfinancialcrimes, includingmoneylaundering,sanctionsrisksandotherillegalactivities.Thecardnetwork,merchantacquirersandbanking partnersthat PayPal relies upon contractuallyto execute transactionsfor consumersand merchantsalso impose restrictions on the types of transactions that we can process on our platform. These partner obligations, and others, includingthoserequiredbylaw,aresetforthinourAcceptableUsePolicy(AUP),inconnectionwithourUserAgreement (UA). Collectively, these policies and accompanyingprocessesare intendedto protectPayPalscustomers,our platform andthepaymentsecosystemagainstillicitandharmfulactivitysuchascounterfeitingorfraud. Suspensionsandclosuresofcustomeraccountsareundertakentopreservetheintegrityofourplatformandtoprotectour customersandothersfromharm.PayPalimplementstheseandothermeasureswiththeaimofprovidingsafeand affordablefinancial servicesto people of all backgrounds,while, at the same time, supportingfreedomof expressionand inclusivity. PayPals policies are administeredwithout regard to viewpoint, religious beliefs or identity, political opinions, ideologies,or individual identities. PayPalalreadypubliclyprovidesrobustreportingofitsdiversityandanti-discriminationinitiatives. TheProposalcallsforareportingobligationbeyondPayPalsalreadyrobustreportingofourdiversityandanti- discriminationprogramsandwouldundulyinterferewithPayPalsbusinessoperations.InclusionisoneofPayPalscore valuesandisreflectedintheCompanysmissiontodemocratizefinancialservices.Ouranti-discriminationeffortsare reflectedin our Codeof BusinessConductandEthicsandotherpublicdisclosures.Inaddition,wereportpubliclyonour 1 commitmenttodiversityacrossmultipledimensions,whichispartofouroverallanti-discriminationefforts. Accordingly, ourBoardbelievesthatdevotingadditionaltimeandresourcestoproducethereporttheProponentsuggestswouldonly distract from and duplicate the ongoing anti-discriminationand inclusion programsand initiativesunderwayat PayPal. *** OurBoardhascarefullyconsideredtheProposal,andforthereasonssetforthabove,theBoardbelievesthatdevoting additional time and resourcesto the proposedreportingwouldbeunnecessary,costlyandwouldonlydistractfromthe ongoingprogramsalreadyinplaceatPayPal.Therefore,ourBoardbelievesthattheProposalisnotinthebestinterestsof PayPalanditsstockholders. THEBOARDRECOMMENDSAVOTEAGAINSTSTOCKHOLDERPROPOSAL8. 1 See,e.g., our Global Impact Report. 106 •2023ProxyStatement

PROPOSAL9:STOCKHOLDERPROPOSAL–ADOPTMAJORITYVOTESTANDARDFORDIRECTORELECTIONS PROPOSAL9: StockholderProposal–AdoptMajorityVoteStandard PRO for Director Elections XY S T A JohnChevedden,whoseaddressis2215NelsonAvenue,No.205,RedondoBeach,California90278,hasadvisedthe TEMENT CompanythatheintendstopresentthefollowingstockholderproposalattheAnnualMeeting.Mr.Cheveddenhas indicatedthat he holds sufficient shares of PayPal common stock to meet the requirementsof Rule 14a-8. The stockholder proposalwill be votedonattheAnnualMeetingonlyifproperlypresentedbyoronbehalfoftheproponent. ThetextofthestockholderproposalandsupportingstatementappearexactlyasreceivedbytheCompanyunless otherwisenoted.Allstatementscontainedinthestockholderproposalandsupportingstatementarethesoleresponsibility of the proponent.The stockholderproposalmaycontainassertionsabouttheCompanyorothermattersthatwebelieve are incorrect, but we have not attemptedto refute all those assertions. THEBOARDRECOMMENDSAVOTEAGAINSTSTOCKHOLDERPROPOSAL9BASEDONTHEREASONS SETFORTHINPAYPALSSTATEMENTINOPPOSITIONFOLLOWINGTHESTOCKHOLDERPROPOSAL. Proposal9–AdoptMajorityVoteStandardforDirectorElections FOR Shareholder Rights Resolved:ShareholdersherebyrequestthatourBoardofDirectorsinitiatetheappropriateprocessassoonaspossibleto amendourCompanysarticlesofincorporationand/orbylawstoprovidethatdirectornomineesshallbeelectedbythe affirmative vote of the majority of votes cast at an annual meeting of shareholders,with a plurality vote standard retained for contesteddirectorelections,thatis, whenthenumberofdirectornomineesexceedsthenumberofboardseats.Toallow anorderlytransitiona directorwhodoesnotreceiveamajorityvoteshallonlyservefor180-daysorlessafterfailureto receiveamajorityvote. In order to provide shareholdersa meaningfulrole in directorelections,our Companyscurrentdirectorelectionstandard shouldbechangedfromapluralityvotestandardtoamajorityvotestandard.Themajorityvotestandardisthemost appropriatevotingstandardfordirectorelectionswhereonlyboardnominatedcandidatesareontheballot. This will establish a more meaningful vote standardfor board nomineesand could lead to improvedperformanceby individual directors and the entire board. Under the current PayPal voting system, a director can be elected if the director ownsonlyoneshareofPayPalstockandvotesthisoneshareforhimself. Morethan77%ofthecompaniesintheS&P500havealreadyadoptedmajorityvotingforuncontestedelections.Our companyhasanopportunitytojointhegrowinglistofcompaniesthathavealreadyadoptedthisstandard. Pleasevoteyes: AdoptMajorityVoteStandardforDirectorElections–Proposal9 •2023ProxyStatement 107

PROPOSAL9:STOCKHOLDERPROPOSAL–ADOPTMAJORITYVOTESTANDARDFORDIRECTORELECTIONS PayPalsStatementinOpposition PAYPALSBOARDRECOMMENDSTHATSTOCKHOLDERSVOTEAGAINST THISPROPOSALFORTHEFOLLOWINGREASONS: OurBoardbelievesthisproposalisunnecessarybecausePayPalalreadyprovidestherequestedmajorityvotestandardfor uncontesteddirectorelections.In fact, PayPal has providedthis voting standardto its stockholdersfrom the time it became anindependentpubliccompanyinJuly2015followingitsseparationfromeBayInc.Section2.2oftheCompanys AmendedandRestatedBylaws,availableathttps://investor.pypl.com/financials/sec-filings/default.aspx, providesthat the electionof directorsshall be determinedby the affirmativevote of a majority of the votes cast at the annual meeting of shareholders,exceptinacontestedelection,inwhichcasedirectornomineesreceivingapluralityofthevotescastshall beelected. OurBoardalsobelievesthattheCompanyscurrentpolicieseffectivelyaddresstheproposalsconcernwithallowingforan orderly transition for directors who do not receive a majority vote. The proposal specifically requests that an incumbent director who fails to receive a majority vote in an uncontesteddirector election only serve for 180 days or less after such vote. PayPal already has in place a resignation policy for “holdover directors.” Specifically, the Companys Bylaws and the GovernanceGuidelinesoftheBoardofDirectors,availableathttps://investor.pypl.com/governance/governance-overview/ (the “GovernanceGuidelines”),providethateachincumbentCompanydirectornominatedforre-electionisexpectedto tenderaresignationtotheBoardinadvanceoftheannualmeetingofshareholders.Intheeventanincumbentdirectorfails to receive a majority of the votes cast, the Governanceand NominatingCommittee,or a committeeof the Boardconsisting solely of independentdirectorsthat does not include such incumbentdirector,is taskedwith determiningwhetherto acceptsuchdirectorsresignation.Exceptincertainexceptionalcircumstances,suchdecisionmustbemadewithin90 daysfromthecertificationof theelectionresultsandpubliclydisclosedbytheCompanyinaCurrentReportonForm8-K filed with the SEC. Accordingly,the CompanyscurrentpolicyeffectivelyempowerstheBoardtosecuretheresignationof adirectorwhofailstoreceiveamajorityvoteandtofacilitateanorderlytransitioninashortertimeframethanrequestedin theproposal. *** Basedontheforegoing,theBoardbelievestheadoptionofthisproposalisunnecessaryandnotinthebestinterestof PayPalanditsstockholders. THEBOARDRECOMMENDSAVOTEAGAINSTSTOCKHOLDERPROPOSAL9. 108 •2023ProxyStatement

FREQUENTLYASKEDQUESTIONS Proxy Materials FrequentlyAskedQuestions ProxyMaterials 1. WhydidIreceivetheseproxymaterials? PRO XY WehavemadethesematerialsavailabletoyouordeliveredpapercopiesbymailinconnectionwithourAnnualMeeting, S T whichwilltakeplaceexclusivelyonlineonWednesday,May24,2023.Asastockholder,youareinvitedtoparticipateinthe A AnnualMeetingvialivewebcastandvoteonthebusinessitemsdescribedinthisproxystatement.Thisproxystatement TEMENT includesinformationthatwearerequiredtoprovidetoyouunderSECrulesandisintendedtoassistyouinvotingyour shares. 2. Whatisincludedintheproxymaterials? Theproxymaterialsinclude: • TheNoticeoftheAnnualMeeting; • OurproxystatementfortheAnnualMeeting;and • OurAnnualReportonForm10-KforthefiscalyearendedDecember31,2022. If you receiveda papercopyofthesematerialsbymail,theproxymaterialsalsoincludeaproxycard,oravotinginstruction formfortheAnnualMeeting.Ifyoureceiveda“NoticeofInternetAvailabilityofProxyMaterials”(describedinQuestion4 below)insteadofapapercopyoftheproxymaterials,seethesectionentitled“VotingInformation”belowforinformation regardinghowyoucanvoteyourshares. 3. WhatdoesitmeanifIreceivemorethanoneNotice,proxycardorvotinginstruction form? It generally means that some of your shares are registereddifferently or are in more than one account. Please provide voting instructions for all Notices, proxy cards and voting instruction forms you receive. 4. WhydidIreceiveaNoticeinthemailregardingtheInternetavailabilityofproxy materialsinsteadofafullsetofproxymaterials? WearedistributingourproxymaterialstocertainstockholdersovertheInternetunderthe“noticeandaccess”approachin accordancewithSECrules.Asaresult,wearemailingtomanyofourstockholdersa“NoticeofInternetAvailabilityofProxy Materials” (“Notice”) instead of a paper copy of the proxy materials. All stockholdersreceiving the Notice will have the ability to access the proxy materials over the Internet and may request to receive a paper copy of the proxy materials by mail. Instructions on how to accessthe proxy materialsover the Internetor to request a paper copy may be found in the Notice.In addition, the Notice contains instructionson how you may requestaccessto proxy materialselectronicallyon an ongoingbasisorinprintedformbymail. 5. HowcanIaccesstheproxymaterialsovertheInternet? YourNotice,proxycardorvotinginstructionformwillcontaininstructionsonhowto: • viewourproxymaterialsfortheAnnualMeetingontheInternet;and • instruct us to send our future proxy materials to you electronicallyby email. Ourproxymaterialsarealsoavailableonourwebsiteathttps://investor.pypl.com/financials/annual-reports/default.aspx. YourNotice,proxycardorvotinginstructionformwillcontaininstructionsonhowyoumayrequestaccesstoproxy materialselectronicallyon an ongoingbasis.Insteadof receivingfuture copiesof our proxy statementsand annualreports bymail,stockholdersofrecordandmostbeneficialownersmayelecttoreceiveanemailthatwillprovideanelectroniclink to these documents.Choosingtoreceiveyourproxymaterialselectronicallyhelpsusconservenaturalresourcesand reduceprintingcosts,mailingfeesandtheenvironmentalimpactofourAnnualMeeting.Ifyouchoosetoaccessfuture proxymaterialselectronically,you will receivean email with instructionscontaininga link to the websitewhere those materialsareavailableandalinktotheproxyvotingwebsite.Yourelectiontoreceivefutureproxymaterialsbyemailwill remainineffectuntil you revokeit. •2023ProxyStatement 109

FREQUENTLYASKEDQUESTIONS Proxy Materials 6. HowmayIobtainapapercopyoftheproxymaterials? If you receive a paper Notice instead of a paper copy of the proxy materials, the Notice will provide instructions about how to obtain a paper copy of the proxy materials. If you receive the Notice by email, the email will also include instructions abouthowtoobtainapapercopyoftheproxymaterials.AllstockholdersofrecordwhodonotreceiveapaperNoticeor emailwill receivea papercopyoftheproxymaterialsbymail. 7. I shareanaddresswithanotherstockholder,andwereceivedonlyonepapercopyof theproxymaterialsorNotice.HowmayIobtainanadditionalcopy? Toreducetheexpenseofdeliveringduplicateproxymaterialstostockholderswhomayhavemorethanoneaccount holdingPayPalcommonstockbutwhosharethesameaddress,wehaveadoptedanSEC-approvedprocedurecalled “householding.”Underthisprocedure,wedeliverasinglecopyoftheNoticeand,ifapplicable,theproxymaterialsto certain stockholdershavingthesamelastnameandaddressandtoindividualswithmorethanoneaccountregisteredat ourtransferagentwiththesameaddress,unlesscontraryinstructionshavebeenreceivedfromanaffectedstockholder. This practice helps us conservenatural resourcesand reducesprintingcosts,mailingfeesandtheenvironmentalimpactof ourAnnualMeeting.Stockholdersparticipatinginhouseholdingwillcontinuetoreceiveseparateproxycards. If you are a beneficial owner and wish to receive a separateNotice or set of proxy materials, please request the additional copybycontactingyourindividualbank,brokerorothernominee.AllstockholdersmayalsorequestaseparateNoticeor set of proxy materials for the Annual Meeting by contactingBroadridgeFinancial Solutions, Inc. (“Broadridge”)at: • ByInternet:www.proxyvote.com • Bytelephone:1-800-579-1639 • Byemail:[email protected] If you request a separateNotice or set of proxy materials by email, please be sure to include your control number in the subjectline. A separateNoticeor set of proxy materials,as applicable,will be sent promptly following receiptof your request. If you are a stockholder of record and wish to receive a separateNotice or set of proxy materials, as applicable,in the future, please contact ComputershareShareownerServicesLLC,ourtransferagent,at: • 1-800-522-6645 If you are the beneficial owner of shares held through a bank, broker or other nominee, and you wish to receive a separate Noticeorsetofproxymaterials,asapplicable,inthefuture,pleasecallBroadridgeat: • 1-866-540-7095 8. I shareanaddresswithanotherstockholder,andwereceivedmorethanonepaper copyoftheproxymaterialsortheNotice.Howdoweobtainasinglecopyinthe future? StockholdersofrecordsharinganaddresswhoarereceivingmultiplecopiesoftheproxymaterialsortheNotice,as applicable,andwhowishtoreceiveasinglecopyofsuchmaterialsinthefuturemaycontactComputershareShareowner ServicesLLC,ourtransferagent,at: • 1-800-522-6645 Beneficial ownersof sharesheldthroughabank,broker,orothernomineesharinganaddresswhoarereceivingmultiple copiesoftheproxymaterialsortheNotice,asapplicable,andwhowishtoreceiveasinglecopyofsuchmaterialsinthe future may contactBroadridgeat: • 1-866-540-7095 110 •2023ProxyStatement

FREQUENTLYASKEDQUESTIONS VotingInformation VotingInformation 9. WhichproposalswillbevotedonattheAnnualMeeting?HowdoestheBoard recommendthatIvote?Whatisthevoterequiredtoapproveeachoftheproposals? Whateffectwillabstentionsandbrokernon-voteshave? PRO XY S VoteRequiredto Broker T A Board Adoptthe Effect of Discretionary TEMENT VotingOptions Recommendation Proposal Abstentions VotingAllowed* Proposal 1: Election of the 12 For, Against or FOReach Majority of votes cast for Director NomineesNamedinthis Abstainfor each nominee suchnominee Noeffect No Proxy Statement nominee Proposal 2: Advisory Vote to Majority of shares ApproveNamedExecutiveOfficer For, Against or FOR representedinpersonor Treated as No Compensation(“say-on-pay” Abstain byproxyatthemeeting votesAgainst vote) Proposal 3: Approval of PayPal Majority of shares Holdings, Inc. 2015 Equity For, Against or FOR representedinpersonor Treated as No Incentive Award Plan, as Abstain byproxyatthemeeting votesAgainst AmendedandRestated Proposal 4: Ratification of the Majority of shares Appointmentof For, Against or FOR representedinpersonor Treated as Yes PricewaterhouseCoopersLLPas Abstain byproxyatthemeeting votesAgainst OurIndependentAuditorfor2023. Proposal 5: Stockholder Proposal For, Against or Majority of shares Treated as –ProvisionofServicesinConflict Abstain AGAINST representedinpersonor votesAgainst No Zones byproxyatthemeeting Proposal 6: Stockholder Proposal For, Against or Majority of shares Treated as –ReproductiveRightsandData Abstain AGAINST representedinpersonor votesAgainst No Privacy byproxyatthemeeting Proposal 7: Stockholder Proposal For, Against or Majority of shares Treated as –PayPalTransparencyReports Abstain AGAINST representedinpersonor votesAgainst No byproxyatthemeeting Proposal 8: Stockholder Proposal For, Against or Majority of shares Treated as –ReportonEnsuringRespectfor Abstain AGAINST representedinpersonor votesAgainst No Civil Liberties byproxyatthemeeting Proposal 9: Stockholder Proposal For, Against or Majority of shares Treated as –AdoptMajorityVoteStandardfor Abstain AGAINST representedinpersonor votesAgainst No Director Elections byproxyatthemeeting * SeeQuestion16belowforadditionalinformationonbrokernon-votes. 10. Whoisentitledtovote?HowmanysharescanIvote? EachshareofPayPalcommonstockissuedandoutstandingasofthecloseofbusinessonMarch30,2023,theRecord DatefortheAnnualMeeting,isentitledtocastonevotepershareonallitemsbeingvotedonattheAnnualMeeting.You mayvoteallsharesofPayPalcommonstockthatyouownedasoftheRecordDate,including(1)shareshelddirectlyinyour nameasthestockholderofrecord,includingsharespurchasedoracquiredthroughPayPalsequityincentiveplansand (2) shares held for you as the beneficial owner through a broker, bank or other nominee. OntheRecordDate,1,122,806,008sharesofPayPalcommonstockwereissuedandoutstandingandentitledtovote. •2023ProxyStatement 111

FREQUENTLYASKEDQUESTIONS VotingInformation 11. Whatisthedifferencebetweenholdingsharesasastockholderofrecordandasa beneficialowner? Mostofourstockholdersholdtheirsharesasabeneficialownerthroughabank,brokerorothernomineeratherthan directly in their own name as the stockholderof record. As summarizedbelow,thereare someimportantdistinctions betweensharesheldofrecordandthoseownedbeneficially. StockholderofRecord If your shares are registered directly in your name with our transfer agent, ComputershareShareownerServicesLLC, you are consideredthestockholderofrecordwithrespecttothoseshares.Asthestockholderofrecord,youhavetherightto grant your voting proxy directly to PayPal or to a third party, or to vote your shares during the Annual Meeting. Beneficial Owner If your shares are held in a brokerage account or by a bank or other holder of record (commonly referredto as holding sharesin“streetname”),youareconsideredthe“beneficialowner”ofthoseshares.Asthebeneficialowner,youhavethe right to direct your broker, bank or other holder of record how to vote your shares during our Annual Meeting. 12. HowcanIvotemyshareswithoutparticipatingintheAnnualMeeting? Whetheryouareastockholderofrecordorabeneficialstockholder,youmaydirecthowyoursharesarevotedwithout participatingin the Annual Meeting.We encouragestockholderstovotewellbeforetheAnnualMeeting,eveniftheyplan to attend the virtual Annual Meeting. Please make sure that you have your Notice, proxy card or voting instruction form available and carefully follow the instructions. There are three ways to vote by proxy: • ByInternet:voteyoursharesonlineatwww.proxyvote.com. • Bytelephone:call1-800-690-6903orthetelephonenumberonyourproxycardorvotinginstructionform. • Bymail:complete,signanddateyourproxycardorvotinginstructionformandreturninthepostage-paidenvelope. Internet and telephonevotingareavailable24hoursadayuntil8:59p.m.PacifictimeonTuesday,May23,2023. 13. HowcanIvotemysharesduringtheAnnualMeeting? TheAnnualMeetingwillbeheldentirelyonlinetoenablegreaterstockholderattendanceandparticipationglobally. StockholdersmayparticipateintheAnnualMeetingbyvisitingthefollowingwebsite: • www.virtualshareholdermeeting.com/PYPL2023 Toparticipatein the Annual Meeting,you will needthe 16-digit control number includedon the Notice,proxy cardor voting instruction form, as applicable. YoumayvoteyourshareselectronicallyduringtheAnnualMeeting,whetheryouareastockholderofrecordorabeneficial stockholder.Evenif you plan to participatein the Annual Meetingonline, we recommendthatyou alsovotebyproxyas describedabovesothatyourvotewillbecountedifyoulaterdecidenottoparticipateintheAnnualMeeting. 14.MayIchangemyvoteorrevokemyproxy? If you are the stockholder of record, you may revoke your proxy at any time before it is voted at the Annual Meeting by: • submittinganewproxybyInternet,telephoneorpaperballotwithalaterdate(whichwillautomaticallyrevokethe earlier proxy); • sendingwrittennoticeofrevocationtoourCorporateSecretary;or • voting in person by attendingthe virtual Annual Meeting by webcast. Participationin the Annual Meeting will not cause your previously granted proxy to be revoked unless you specificallymake that request in a manner describedin the immediatelyprecedingsentence.For sharesyou holdbeneficiallyin thenameof abroker,bankorothernominee,youmaychangeyourvotebysubmittingnewvotinginstructionstoyourbroker,bankor nominee,orbyparticipatinginthemeetingandelectronicallyvotingyoursharesduringthemeeting. 112 •2023ProxyStatement

FREQUENTLYASKEDQUESTIONS VotingInformation 15. WhatifIreturnmyproxycardbutdonotprovidevotinginstructions? If you are a stockholder of record and you return your signed proxy card without giving specific voting instructions,your shareswill be votedasrecommendedbytheBoard(seeQuestion9above). PRO 16. WhatifIamabeneficialowneranddonotgivevotinginstructionstomybroker? XY S If you are a beneficial owner of shares, your broker, bank or other nominee is not permitted to vote on your behalf on the T A electionof directorsand other mattersto be consideredat the Annual Meeting,exceptfor Proposal4 (the ratificationof the TEMENT appointmentofPricewaterhouseCoopersLLPasourindependentauditorfor2023),unlessyouprovidespecificinstructions bycompletingandreturningthevotinginstructionformorfollowingtheinstructionsprovidedtoyoutovoteyourshareson theInternetor by telephone.If you do not providevoting instructions,your shareswill not be voted on any proposalexcept for Proposal 4. This is called a “broker non-vote.” For your voteto becounted,youwillneedtocommunicateyour votingdecisiontoyourbroker,bankorothernomineebeforethedateoftheAnnualMeeting,orvoteinpersonatthe virtualAnnualMeeting. 17. Is my voteconfidential? Proxyinstructions,ballots and voting tabulationsthat identify individual stockholdersare handled in a manner designedto protectyourvotingprivacy.Yourvotewillnotbedisclosed,eitherwithinPayPalortothirdparties,except:(1)asnecessary to meetapplicablelegalrequirements,(2) to allow for the tabulationof votes and certificationof the vote and (3) to facilitate proxysolicitation. To the extent that stockholdersprovide written commentson their proxy cards,those commentswill be forwardedtomanagement. 18. Whatconstitutesaquorum? ThequorumrequirementforholdingtheAnnualMeetingandthetransactionofbusinessisthatholdersofamajorityofthe sharesofPayPalcommonstockentitledtovoteattheAnnualMeetingmustbepresentinpersonorrepresentedbyproxy. All abstentionsand brokernon-votesarecountedaspresentandentitledtovoteforpurposesofdeterminingaquorum. 19. WhowillbearthecostofsolicitingvotesfortheAnnualMeeting? WewillbeartheexpenseofsolicitingproxiesandhaveengagedD.F.King&Co.,Inc.tosolicitproxiesforafeeof$17,500, plus a reasonableamounttocoverexpenses.Wewillreimbursebrokeragehousesandothercustodians,fiduciariesand nomineesfortheirreasonableout-of-pocketexpensesforforwardingproxymaterialstobeneficialownersofshares.Our directors, officers and employeesmay solicit proxies in person, by mail, by telephone,or by electroniccommunication.No additional compensationwill be paid to our directors,officers or employeesfor such services. 20.WhathappensifadditionalmattersarepresentedattheAnnualMeeting? Otherthanthenineitemsofbusinessdescribedinthisproxystatement,wearenotawareofanyotherbusinesstobeacted uponattheAnnualMeeting.Ifyougrantaproxy,thepersonsnamedasproxyholders(DanielH.Schulman,Gabrielle Rabinovitch,BimalPatelandBrianY.Yamasaki)willhavethediscretiontovoteyoursharesonanyadditionalmatters properlypresentedforavoteattheAnnualMeeting.If,foranyreason,anyofthenomineesisnotavailableasacandidate for director, the persons named as proxy holders will vote your proxy for such other candidateor candidatesas may be nominatedbytheBoard. 21. WherecanIfindthevotingresultsoftheAnnualMeeting? WeintendtoannouncepreliminaryvotingresultsattheAnnualMeetingandwillreportthefinalvotingresultsinaCurrent ReportonForm8-KwithinfourbusinessdaysoftheAnnualMeetingandavailableatwww.sec.govandonourInvestor Relationswebsite. AttendingtheAnnualMeeting 22.HowcanIattendtheAnnualMeeting? TheAnnualMeetingwillbeacompletelyvirtualmeetingofstockholders,whichwillbeconductedexclusivelyonlinevia live webcast.YouareentitledtoattendandparticipateintheAnnualMeetingonlyifyouwereaPayPalstockholderasof thecloseofbusinessonMarch30,2023,theRecordDate,orifyouholdavalidproxyfortheAnnualMeeting. •2023ProxyStatement 113

FREQUENTLYASKEDQUESTIONS AttendingtheAnnualMeeting YouwillbeabletoattendtheAnnualMeetingonlineandsubmityourquestionsduringthemeetingbyvisiting www.virtualshareholdermeeting.com/PYPL2023.YoualsowillbeabletovoteyoursharesbyattendingthevirtualAnnual Meetingonline.InterestedpersonswhowerenotstockholdersasofthecloseofbusinessonMarch30,2023,theRecord Date, mayview,butnotparticipate,intheAnnualMeetingbyvisitingwww.virtualshareholdermeeting.com/PYPL2023.To participatein the Annual Meeting,you will need the 16-digit control number included on your Notice, on your proxy card (if yourequestedprintedmaterials)orontheinstructionsthataccompaniedyourproxymaterials.Stockholderswhowishto submitaquestiontoPayPalpriortotheAnnualMeetingmaydosoatwww.proxyvote.combefore8:59p.m.PacificTimeon Tuesday,May23,2023.Stockholderswillneedthe16-digitcontrolnumbertosubmitaquestion.Theonlinemeetingwill beginpromptlyat8:00a.m.PacificTime.Weencourageyoutoaccessthemeetingpriortothestarttime.Onlinecheck-in will begin at 7:45 a.m. Pacific Time, and you should allow sufficient time for the check-in procedures. 23.WhatifIhavetechnicaldifficultiesortroubleaccessingthevirtualmeetingwebsite duringthecheck-intimeorthemeeting? Wewillhavetechnicianstoassistyouifyouexperiencetechnicaldifficultiesaccessingthevirtualmeeting.Ifyouencounter anydifficulties accessingthe virtual meeting during the check-in or meeting time, please call 844-986-0822 (U.S.) or 303-562-9302(international). 24.Whyareyouholdingavirtualmeetinginsteadofaphysicalmeeting? WehaveconductedanexclusivelyvirtualAnnualMeetingeachyearsincebecomingapubliccompanyin2015andhave adoptedaseriesofsafeguardswhichwebelieveprovideallstockholdersthesamerightsandopportunitiestoparticipate astheywouldatanin-personmeeting.Wehavefoundthatthevirtualmeetingformatenablesgreaterstockholder attendanceandparticipationglobally,whilereducingourenvironmentalimpactandsavingtimeandmoney.Pleasevisit www.virtualshareholdermeeting.com/PYPL2023,whereyoucanattendthisyearsAnnualMeetingandsubmitquestions beforeandduringthemeeting.ForadditionalinformationregardingourvirtualAnnualMeeting,seethesectionentitled “ImportantInformationAboutPayPalsVirtualAnnualMeeting”onpage2ofthisproxystatement. 25.CanstockholdersaskquestionsduringtheAnnualMeeting? Yes. Wewill answerstockholderquestionssubmittedinadvanceof,andquestionssubmittedliveduring,theAnnual Meeting,timepermitting.Stockholdersmaysubmitaquestioninadvanceofthemeetingbefore8:59p.m.PacificTimeon Tuesday,May23,2023atwww.proxyvote.comafterlogginginwiththe16-digitcontrolnumberincludedontheNotice,on their proxy card (if they requested printed materials), or on the instructions that accompaniedtheir proxy materials. QuestionsmaybesubmittedduringtheAnnualMeetingthroughwww.virtualshareholdermeeting.com/PYPL2023.Wewill endeavortoanswerasmanyquestionssubmittedbystockholdersthatcomplywiththemeetingrulesofconductastime permits.Wewilllimiteachstockholdertoonequestionsowecananswerquestionsfromasmanystockholdersas possible.Questionsshouldbesuccinctandcoveronlyonetopic.Questionsfrommultiplestockholdersonthesametopic or that are otherwise related may be grouped,summarizedandansweredtogether.Inaddition,questionsmaybeeditedfor brevity and grammaticalcorrections.Wedonotintendtoaddressanyquestionsthatare,amongotherthings:irrelevantto thebusinessoftheCompanyortothebusinessoftheAnnualMeeting;relatedtomaterialnon-publicinformationofthe Company;relatedtopersonalmattersorgrievances;derogatoryorotherwiseinbadtaste;repetitiousstatementsalready madebyanotherstockholder;infurtheranceofthestockholderspersonalorbusinessinterests;oroutoforderornot otherwisesuitablefor the conductof the AnnualMeeting,in eachcaseasdeterminedbytheBoardChairorCorporate Secretaryin their reasonablediscretion.For additionalinformationregardingour virtual Annual Meeting,see the section entitled “Important Information About PayPals Virtual Annual Meeting” on page 2 of this proxy statement. 26.Whatisthedeadlinetoproposeactionsforconsiderationatthe2024Annual MeetingofStockholdersortonominateindividualstoserveasdirectors? StockholderProposalsforthe2024AnnualMeeting Stockholdersmaypresentproperproposalsforconsiderationatfuturestockholdermeetings.Forastockholderproposal (other than a director nomination) to be consideredfor inclusion in our proxy statementand for considerationat our 2024 AnnualMeetingofStockholders(“2024AnnualMeeting”),ourCorporateSecretarymustreceivethewrittenproposalatour principal executive offices no later than December15, 2023. If we hold our 2024 Annual Meeting more than 25 days before or after the one-year anniversarydate of the Annual Meeting, we will disclose the new deadline by which stockholder 114 •2023ProxyStatement

FREQUENTLYASKEDQUESTIONS AttendingtheAnnualMeeting proposalsmustbereceivedbyanymeansreasonablydeterminedtoinformstockholders.Inaddition,stockholder proposalsmustotherwisecomplywiththerequirementsofRule14a-8undertheExchangeAct.Proposalsshouldbe addressedtoCorporateSecretary,PayPalHoldings,Inc.,2211NorthFirstStreet,SanJose,California95131.Failuretodeliver aproposalinaccordancewiththisproceduremayresultintheproposalnotbeingdeemedtimelyreceived. OurBylawsalsoestablishanadvancenoticeprocedureforstockholderswhowishtopresentaproposal,includingthe PRO nominationofdirectors,beforeanannualmeetingofstockholdersbutdonotintendfortheproposaltobeincludedinour XY proxymaterials.OurBylawsprovidethattheonlybusinessthatmaybeconductedatanannualmeetingisbusinessthatis S T A (1) brought before the meeting by the Companyandspecifiedin thenoticeof a meetinggivenbyoratthedirectionofour TEMENT Board,(2) broughtbeforethemeetingbyoratthedirectionofourBoardor(3)otherwiseproperlybroughtbeforethe meetingbyastockholderofrecordentitledtovoteattheannualmeetingwhohasdeliveredtimelywrittennoticetoour CorporateSecretary,whichnoticemustcontaintheinformationspecifiedinourBylaws.Tobetimelyforour2024Annual Meeting,ourCorporateSecretarymustreceivethewrittennoticebyovernightexpresscourierorregisteredmail,return receiptrequested,atourprincipalexecutiveoffices: • not earlier than the close of business on December15, 2023; and • not later than the close of business on January 14, 2024. If we hold our 2024 Annual Meetingmorethan25daysbeforeoraftertheone-yearanniversaryofthe2023AnnualMeeting, ourCorporateSecretarymustreceivethewrittennoticeatourprincipalexecutiveofficesnolaterthanthecloseofbusiness th onthe10 dayfollowingthedayonwhichpublicdisclosureofthedateofsuchannualmeetingwasfirstmade. If a stockholder proponent(or its representative)does not appearvirtually (for a virtual annual meeting) or in person (for a physicalannualmeeting)topresenttheirproposalornominationatsuchmeeting,wearenotrequiredtopresentthe proposalforavoteatsuchmeeting. In addition, our Bylaws permit stockholdersto nominatedirectorsfor electionat an annual meetingof stockholders.To nominateadirector,thestockholdermustprovidetheinformationrequiredbyourBylaws.Inaddition,thestockholdermust givetimelynoticetoourCorporateSecretaryinaccordancewithourBylaws,which,ingeneral,requirethatourCorporate Secretaryreceivethenoticewithinthetimeperioddescribedaboveunder“StockholderProposals”forstockholder proposalsthatarenotintendedtobeincludedinourproxystatement. WeadviseyoutoreviewourBylaws,whichcontaintheseandotherrequirementswithrespecttoadvancenoticeof stockholderproposalsanddirectornominations,includingcertaininformationthatmustbeincludedconcerningthe stockholderandeachproposalandnominee.OurBylawswerefiledwiththeSEConJanuary18,2019asanexhibittoour CurrentReportonForm8-Kandareavailableathttps://investor.pypl.com/financials/sec-filings/default.aspx. You may also contactourCorporateSecretaryatourprincipalexecutiveofficesforacopyoftherelevantbylawprovisionsregardingthe requirementsforsubmittingstockholderproposalsandnominatingdirectorcandidates.Wewillnotconsideranyproposal or nominationthatis not timely or otherwisedoes not meet our Bylawsand SEC requirementsfor submittinga proposalor nomination.Wereservetherighttoreject,ruleoutoforder,ortakeotherappropriateactionwithrespecttoanyproposal that does not complywiththeseandotherapplicablerequirements. In addition to satisfying the requirementsof our Bylaws, including the deadline for notice of director nominations, stockholderswhointendtosolicitproxiesinsupportofdirectornomineesotherthantheCompanysnomineesmust providenoticethatsetsforthanyadditionalinformationrequiredbyRule14a-19undertheExchangeActnolaterthan January14, 2024. 27.WherecanIfindmoreinformationabouttheCompanysSECfilings,governance documentsandcommunicatingwiththeCompanyandtheBoard? SECFilingsandReports OurSECfilings,includingourAnnualReportonForm10-K,QuarterlyReportsonForm10-Q,CurrentReportsonForm8-K andanyamendmentstothosereports,areavailablefreeofchargeonourInvestorRelationswebsiteat https://investor.pypl.com/financials/sec-filings/default.aspx. CorporateGovernanceDocuments TheGovernanceGuidelines,chartersofourprincipalBoardcommittees,ourCodeofBusinessConductandEthicsand otherkeycorporategovernancedocumentsandmaterialsareavailableonourInvestorRelationswebsiteat https://investor.pypl.com/governance/governance-overview/default.aspx. •2023ProxyStatement 115

FREQUENTLYASKEDQUESTIONS AttendingtheAnnualMeeting CommunicatingwithManagementandInvestorRelations StockholdersmaycontactmanagementorInvestorRelationsthroughourInvestorRelationsdepartmentbywritingto Investor Relations at our principal executive offices at PayPal Holdings, Inc., 2211 North First Street, San Jose, California 95131 or by email at [email protected]. CommunicatingwiththeBoard OurBoardhasadoptedaprocessbywhichstockholdersorotherinterestedpersonsmaycommunicatewiththeBoardor anyofitsmembers.Stockholdersandotherinterestedpartiesmaysendcommunicationsinwritingtoanyoralldirectors (including the Board Chair, Board committeesor the independentdirectorsas a group) in care of our CorporateSecretary, PayPalHoldings,Inc.,2211 NorthFirst Street,San Jose, California 95131. All mail receivedmay be openedand screenedfor security purposes.Certainitemsthatareunrelatedtothedutiesandresponsibilitiesof theBoardwillnotbeforwarded. Suchitemsinclude,butarenotlimitedto:spam;junkmailandmassmailings;newproductsuggestions;resumesand otherformsofjobinquiries;surveys;andbusinesssolicitationsoradvertisements.Inaddition,materialthatistrivial, obscene,undulyhostile,threatening,illegalor similarlyunsuitableitems will not be forwarded. SummaryContactInformation AreaofInterest ContactInformation BoardofDirectors PayPal Holdings, Inc. Attn: Corporate Secretary 2211 North First Street SanJose,California95131 PayPalManagement PayPal Investor Relations [email protected] AnnualMeeting www.virtualshareholdermeeting.com/PYPL2023 Informationforstockholdersofrecord ComputershareShareownerServicesLLC www.computershare.com/contactus 1.800.522.6645 Informationforbeneficialholders BroadridgeFinancialSolutions,Inc.: www.proxyvote.com 1.800.579.1639 or 1.866.540.7095 [email protected] 116 •2023ProxyStatement

OTHERMATTERS OtherMatters TheBoardisnotawareofanyothermattersthatwillbepresentedforconsiderationattheAnnualMeeting.However,ifany PRO othermattersareproperlybroughtbeforetheAnnualMeeting,thepersonsnamedintheaccompanyingproxyintendto voteonthosemattersinaccordancewiththeirbestjudgment. XY S T A ByOrderoftheBoardofDirectors TEMENT Brian Y. Yamasaki CorporateSecretary Dated:April13, 2023 •2023ProxyStatement 117

RECONCILIATIONOFNON-GAAPFINANCIALMEASURES APPENDIXA: Reconciliationof Non-GAAPFinancialMeasures This proxy statementcontainscertainnon-GAAPmeasuresoffinancialperformance.Thesenon-GAAPmeasuresinclude Non-GAAPOperatingMarginandFreeCashFlow. Thesenon-GAAPmeasuresarenotinaccordancewith,oranalternativeto,measurespreparedinaccordancewithGAAP andmaybedifferentfromnon-GAAPmeasuresusedbyothercompanies.Inaddition,thesenon-GAAPmeasuresarenot basedonanycomprehensivesetofaccountingrulesorprinciples.Non-GAAPmeasureshavelimitationsinthattheydo notreflect all of the amounts associatedwith the companysresults of operationsas determinedin accordancewith GAAP. Thesemeasuresshouldonlybeusedtoevaluatethecompanysresultsofoperationsinconjunctionwiththe correspondingGAAPmeasures. Reconciliationto the most directly comparableGAAPmeasureofallnon-GAAPmeasuresincludedintheproxystatement canbefoundinthetablesbelow. In addition to the non-GAAPmeasuresdiscussedabove,thecompanyalsoanalyzescertainmeasures,includingrevenues onanFX-neutralbasistobettermeasurethecomparabilityofoperatingresultsbetweenperiods.Thecompanybelieves that changesin foreigncurrencyexchangeratesarenotindicativeofthecompanysoperations,andthatevaluatinggrowth in revenuesonanFX-neutralbasisprovidesanadditionalmeaningfulandcomparableassessmentofthismeasuretoboth managementandinvestors.FX-neutralresultsarecalculatedbytranslatingthecurrentperiodslocalcurrencyresultswith theprior periods exchangerate.FX-neutralgrowthratesarecalculatedbycomparingthecurrentperiodsFX-neutral results by the prior periods results, excluding the impact from hedging activities. ReconciliationofGAAPOperatingIncometoNon-GAAPOperatingIncome andGAAPOperatingMargintoNon-GAAPOperatingMargin YearEndedDecember31, 2022 2021 2020 (In millions, except percentages) (unaudited) GAAPnetrevenues $ 27,518 $ 25,371 $ 21,454 GAAPoperatingincome 3,837 4,262 3,289 Stock-basedcompensationexpenseandrelatedemployerpayrolltaxes 1,355 1,539 1,472 Amortizationof acquired intangibleassets 471 441 450 Restructuring 122 27 109 1 Other 85 35 48 Acquisition related transaction expense — — 20 Total non-GAAPoperatingincomeadjustments 2,033 2,042 2,099 Non-GAAPoperatingincome $ 5,870 $ 6,304 $ 5,388 GAAPoperatingmargin 13.9% 16.8% 15.3% Non-GAAPoperatingmargin 21.3% 24.8% 25.1% 1 Theyearendedfortheperiodspresented,asapplicable,includethefollowing: • December31,2022includes$81millionofassetimpairmentchargesforright-of-useleaseassetsandrelatedleaseholdimprovementsinconjunctionwithexitingcertainleased propertiesanda$4millionchargeassociatedwithanearlyleasetermination. • December31,2021includesa$9millionchargeassociatedwithearlyleaseterminationsand$26millionofassetimpairmentchargesforright-of-useleaseassetsandrelated leaseholdimprovementsinconjunctionwithexitingcertainleasedproperties. • December31,2020includes$30millionofassetimpairmentchargesforright-of-useleaseassetsandrelatedleaseholdimprovementsinconjunctionwithexitingcertainleased properties, $22 million of expenses related to pre-acquisitioncontingenciesof an acquiredcompanyidentifiedoutsideof themeasurementperiod,andanadjustmentof $4milliontoanawardforalegalproceedingbasedonthefinalsettlement. 118 •2023ProxyStatement

RECONCILIATIONOFNON-GAAPFINANCIALMEASURES ReconciliationofOperatingCashFlowtoFreeCashFlow YearEndedDecember31, 2022 2021 2020 (In millions/unaudited) PRO 1 Netcashprovidedbyoperatingactivities $ 5,813 $ 5,797 $ 6,219 XY Less: Purchases of property and equipment (706) (908) (866) S T A Freecashflow 5,107 4,889 5,353 TEMENT 1 Reflects the impact of reclassification as described in our 2022 Form 10-K filed with the SEC on February 10, 2023. •2023ProxyStatement 119

PAYPALHOLDINGS,INC.2015EQUITYINCENTIVEAWARDPLAN(MARKED) APPENDIXB: PayPalHoldings,Inc.2015EquityIncentiveAwardPlan (marked) ThefollowingAppendixBpresentsamarkedversionofthePayPalHoldings,Inc.2015EquityIncentivePlanAwardPlan(the “Plan”), as amendedandrestated,subjecttotheapprovalofourstockholders.Themarkedversionshowsallofthe differencesbetweentheversionofthePlanapprovedbystockholdersinMay2018andtheversionproposedtobevoted onatthe2023AnnualMeeting. PAYPALHOLDINGS,INC. AMENDEDANDRESTATED2015EQUITYINCENTIVEAWARDPLAN ARTICLE1 Purpose ThepurposeofthePayPalHoldings,Inc.AmendedandRestated2015EquityIncentiveAwardPlan,asitmaybefurther amendedandrestatedfromtimetotime(the“Plan”)istopromotethesuccessandenhancethevalueofPayPalHoldings, Inc. (the “Company”)bylinkingthepersonalinterestsof themembersoftheBoard,Employees,andConsultants(eachas definedbelow)tothoseofCompanystockholdersandbyprovidingsuchindividualswithanincentiveforoutstanding performancetogeneratesuperiorreturnstoCompanystockholders.ThePlanisfurtherintendedtoprovideflexibilitytothe Companyinitsabilitytomotivate,attract,andretaintheservicesofmembersoftheBoard,Employees,andConsultants uponwhosejudgment,interest,andspecialeffortthesuccessfulconductoftheCompanysoperationislargely dependent. ARTICLE2 DefinitionsandConstruction WhereverthefollowingtermsareusedinthePlantheyshallhavethemeaningsspecifiedbelow,unlessthecontextclearly indicatesotherwise.Thesingularpronounshallincludethepluralwherethecontextsoindicates. 2.1 “AssumedSpin-OffAward”meansanawardgrantedtocertainemployees,consultantsanddirectorsoftheCompany, eBayInc.andtheirrespectivesubsidiariesunderanequitycompensationplanmaintainedbyeBayInc.oracorporation acquiredbyeBayInc.,whichawardisassumedbytheCompanyandconvertedintoanAwardinconnectionwiththe Spin-Off, pursuant to the terms of the Employee Matters AgreementbetweentheCompanyandeBayInc.,enteredintoin connectionwiththeSpin-Off,whichAssumedSpin-OffAwardshallbeissuedupontheeffectivetimeoftheSpin-Off. 2.2 “Award”meansanOption,aRestrictedStockaward,aStockAppreciationRightaward,aPerformanceStockUnitaward, aDividendEquivalentsaward,aStockPaymentaward,aDeferredStockUnitaward,aRestrictedStockUnitawardora PerformanceBonusAwardgrantedtoaParticipantpursuanttothePlan,includinganAssumedSpin-OffAward. 2.3 “AwardAgreement”meansanywrittenagreement,contract,orotherinstrumentordocumentevidencinganAward, includingthroughelectronicmedium. 2.4 “Board” meanstheBoardofDirectorsoftheCompany. 2.5 “ChangeinControl”meansandincludeseachofthefollowing: (a) A transaction or series of transactions (other than an offering of Stock to the general public through a registration statementfiled with the U.S. Securities and Exchange Commission)wherebyany“person”orrelated“group”of “persons”(assuchtermsareusedinSections13(d)and14(d)(2)oftheExchangeAct)(otherthantheCompany,anyof its subsidiaries, an employee benefit plan maintainedby the Companyor any of its subsidiariesor a “person” that, prior to such transaction,directly or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Companypossessingmorethan50%ofthetotalcombinedvotingpoweroftheCompanyssecurities outstandingimmediatelyaftersuchacquisition;or (b) During any period of two consecutiveyears,individualswho, at the beginningof such period,constitutethe Board togetherwithanynewdirector(s)(otherthanadirectordesignatedbyapersonwhoshallhaveenteredintoan agreementwiththeCompanytoeffectatransactiondescribedinSection2.5(a)orSection2.5(c))whoseelectionby 120 •2023ProxyStatement

PAYPALHOLDINGS,INC.2015EQUITYINCENTIVEAWARDPLAN(MARKED) theBoardornominationforelectionbytheCompanysstockholderswasapprovedbyavoteofatleasttwo-thirdsof thedirectorsthenstill in office who either were directors at the beginning of the two-year period or whose election or nominationforelectionwaspreviouslysoapproved,ceaseforanyreasontoconstituteamajoritythereof;or (c) The consummationbytheCompany(whetherdirectlyinvolvingtheCompanyorindirectlyinvolvingtheCompany PRO throughoneormoreintermediaries)of(x)amerger,consolidation,reorganization,orbusinesscombinationor(y)a sale or other disposition of all or substantially all of the Companys assets in any single transaction or series of related XY transactionsor (z) the acquisition of assets or stock of another entity, in each case other than a transaction: S T A (i) Which results in the Companys voting securities outstanding immediatelybefore the transactioncontinuing to TEMENT represent(eitherby remainingoutstandingorbybeingconvertedintovotingsecuritiesoftheCompanyorthe personthat,asaresultofthetransaction,controls,directlyor indirectly,the Companyor owns,directlyor indirectly, all or substantially all of the Companys assets or otherwise succeeds to the business of the Company (the Companyorsuchperson,the“SuccessorEntity”))directlyorindirectly,atleastamajorityofthecombined voting poweroftheSuccessorEntitysoutstandingvotingsecuritiesimmediatelyafterthetransaction,and (ii) After which no person or group beneficially owns voting securities representing50% or more of the combined voting poweroftheSuccessorEntity;provided,however,thatnopersonorgroupshallbetreatedforpurposesof this Section 2.5(c)(ii) as beneficially owning 50% or more of combined voting power of the SuccessorEntity solely asaresultofthevotingpowerheldintheCompanypriortotheconsummationofthetransaction;or (d) The CompanysstockholdersapprovealiquidationordissolutionoftheCompany. In addition, if the Change in Control constitutes a payment event with respect to any Award which providesfor the deferral of compensationandissubjecttoSection409AoftheCode,totheextentrequired,thetransactionorevent describedinsubsection(a),(b),(c) or (d) with respectto such Awardmust also constitutea “changein controlevent” asdefinedinTreasuryRegulation§1.409A-3(i)(5). TheCommitteeshallhavefullandfinalauthority,whichshallbe exercisedinits discretion,to determineconclusivelywhethera ChangeinControloftheCompanyhasoccurred pursuanttotheabovedefinition,andthedateoftheoccurrenceofsuchChangeinControlandanyincidentalmatters relating thereto. 2.6 “Code”meanstheU.S.InternalRevenueCodeof1986,asamended. 2.7 “Committee”meansthecommitteeoftheBoarddescribedinArticle12. 2.8 “Consultant” meansanyconsultantoradviserif:(a) theconsultantor adviserrendersbonafideservicestotheCompany or any Subsidiary; (b) the services rendered by the consultant or adviser are not in connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for the Companys securities; and (c) the consultant or adviser is a natural person. 2.9 “DeferredStockUnit” meansarighttoreceiveaspecifiednumberofsharesofStockduringspecifiedtimeperiods pursuanttoSection8.5. 2.10 “Director” means a memberof theBoard. 2.11 “Disability” means that the Participant qualifies to receive long-term disability payments under the Companys long- termdisabilityinsuranceprogram,asitmaybeamendedfromtimetotime,orifParticipantisotherwiseineligibleto participatein the Companyslong-termdisabilityinsuranceprogramorresidesoutsidetheUnitedStatesandnosuch programexists,meansthattheParticipantisunabletoperformhisorherdutieswiththeCompanyoritsSubsidiaryby reasonofamedicallydeterminablephysicalormentalimpairment,asdeterminedbyaphysicianacceptabletothe Company,whichispermanentincharacterorwhichisexpectedtolastforacontinuousperiodofmorethansix(6)months. 2.12 “Dividend Equivalent” means a right granted to a Participantpursuant to Section 8.3 to receive the equivalent value (in cashorStock)ofdividendspaidonStock. 2.13 “DRO” shall mean a domesticrelationsorderasdefinedbytheCodeorTitleIoftheU.S.EmployeeRetirementIncome Security Act of 1974, as amendedfrom time to time, or the rules thereunder. 2.14 “Effective Date” shall have the meaning set forth in Section 13.1. 2.15 “Eligible Individual” means any person who is an Employee, a Consultantor an IndependentDirector,as determined bytheCommittee. 2.16 “Employee”meansanypersononthepayrollrecordsoftheCompanyoraSubsidiaryandactivelyprovidingservices asanemployee.ServiceasaDirectororcompensationbytheCompanyoraSubsidiarysolelyforservicesasaDirector shall not be sufficient to constitute “employment” by the Company or a Subsidiary. •2023ProxyStatement 121

PAYPALHOLDINGS,INC.2015EQUITYINCENTIVEAWARDPLAN(MARKED) 2.17 “Equity Restructuring” shall mean a nonreciprocaltransactionbetweenthe Companyanditsstockholders,suchasa stockdividend,stocksplit,spin-off, rights offering or recapitalizationthrough a large, nonrecurringcash dividend,that affects the shares of Stock (or other securities of the Company) or the share price of Stock (or other securities) and causes a changeinthepersharevalueoftheStockunderlyingoutstandingAwards. 2.18 “ExchangeAct”meanstheU.S.SecuritiesExchangeActof1934,asamended. 2.19 “Fair Market Value” means, as of any given date, (a) if Stock is traded on any establishedstock exchange, the closing price of a share of Stock as reported in the Wall Street Journal (or such other source as the Company may deem reliable for suchpurposes)forsuchdate,orifnosaleoccurredonsuchdate,thefirsttradingdateimmediatelypriortosuchdate duringwhichasaleoccurred;or(b)ifStockisnottradedonanexchangebutisquotedonanationalmarketorother quotationsystem,thelastsalespriceonsuchdate,asreportedintheWallStreetJournal(orsuchothersourceasthe Companymaydeemreliableforsuchpurposes),orifnosalesoccurredonsuchdate,thenonthedateimmediatelyprior to such date on whichsalespricesarereported;or(c)if Stockis not publiclytraded,the fair marketvalue of a shareof StockasestablishedbytheCommitteeactingingoodfaith. 2.20“Full Value Award”meansanyAwardotherthananOption,StockAppreciationRightorotherAwardforwhichthe Participantpaystheintrinsicvalue existingat the date of grant (whetherdirectlyor by forgoing a right to receive a payment fromtheCompanyoranySubsidiary). 2.21 “Incentive Stock Option” means an Option that is intendedto meet the requirementsof Section422 of the Code or any successorprovisionthereto. 2.22 “IndependentDirector”meansaDirectoroftheCompanywhoisnotanEmployee. 2.23 “Non-EmployeeDirector”meansaDirectoroftheCompanywhoqualifiesasa“Non-EmployeeDirector”asdefinedin Rule16b-3(b)(3) undertheExchangeAct,oranysuccessorrule. 2.24 “Non-QualifiedStockOption”meansanOptionthatisnotintendedtobeanIncentiveStockOption. 2.25 “Option” meansarightgrantedtoaParticipantpursuanttoArticle5ofthePlantopurchaseaspecifiednumberof sharesofStockataspecifiedpriceduringspecifiedtimeperiods.AnOptionmaybeeitheranIncentiveStockOptionora Non-QualifiedStockOption. 2.26 “Participant” means any Eligible Individual who, as a member of the Board, Consultant or Employee, has been granted anAwardpursuanttothePlan. 2.27 “PerformanceBonusAward”hasthemeaningsetforthinSection8.7. 2.28 “PerformanceCriteria”meansthecriteriathattheCommitteeselectsforpurposesofestablishingthePerformance GoalorPerformanceGoalsforaParticipantforaPerformancePeriod,determinedasfollows: (a) The PerformanceCriteriathat will be used to establishPerformanceGoals may include,withoutlimitation,any of the following: trading volume; users; customers; total payment volume; revenue; operatingincome; EBITDA and/or net earnings(eitherbeforeorafterinterest,taxes,depreciationandamortization);netincome(eitherbeforeoraftertaxes); earningspershare;earningsasdeterminedotherthanpursuanttoUnitedStatesgenerallyacceptedaccounting principles(“GAAP”); multiples of price to earnings; multiples of price/earningsto growth; return on net assets; return on grossassets;returnonequity;returnoninvestedcapital;Stockprice;cashflow(including,butnotlimitedto,operating cashflowandfreecashflow);netoroperatingmargins;economicprofit;Stockpriceappreciation;totalstockholder returns; employeeproductivity;marketshare;volume;customersatisfactionmetrics;netsales;expenselevels;sales or licenses of the Companysassets,includingits intellectualproperty,whetherin a particularjurisdictionor territoryor globally, or through partnering transactions;implementation,completionor attainmentof objectiveswith respectto research,development,commercialization,productsorprojects,productionvolumelevels,acquisitionsand divestitures and recruiting and maintaining personnel; financing and other capital raising transactions(including sales of the Companysequityordebtsecurities,factoringtransactions);productrevenuegrowth;grossprofit;financial ratios, including those measuring liquidity, activity, profitability or leverage; cost of capital or assets under management;strategicpartnershipsortransactions(includingin-licensingandout-licensingof intellectualproperty, establishingrelationshipswith commercialentitieswith respectto the marketing,distributionand sale of the Companysproducts(includingwithgrouppurchasingorganizations,distributorsandothervendors)); co-development,co-marketing,profitsharing,jointventureorothersimilararrangements;economicvalue-added modelsorequivalentmetrics;regulatoryachievements(includingsubmittingorfilingapplicationsorotherdocuments with regulatory authorities or receiving approval of any such applicationsor other documents,passing pre-approval inspections(whetheroftheCompanyorthirdparties));grossorcashmargins;debtreduction;reductionsincosts; year-endcash;workingcapitallevels,includingcash,inventoryandaccountsreceivable;researchanddevelopment achievements;operatingefficienciesandemployeeengagement/satisfactionmetrics,anyofwhichmaybemeasured 122 •2023ProxyStatement

PAYPALHOLDINGS,INC.2015EQUITYINCENTIVEAWARDPLAN(MARKED) with respectto the Company,oranySubsidiary,affiliateor otherbusinessunit of the Company,eitherin absolute terms,termsofgrowthorascomparedtoanyincrementalincrease,ascomparedtoresultsofapeergroup,andmay becalculatedonaproformabasisorinaccordancewithGAAP. (b) The Committeemay,initsdiscretion,providethatoneormoreadjustmentsshallbemadetooneormoreofthe PerformanceGoals.Suchadjustmentsmayinclude,withoutlimitation,oneormoreofthefollowing:(i)itemsrelatedto PRO achangeinaccountingprinciple;(ii)itemsrelatingtofinancingactivities;(iii) expensesfor restructuringor productivity XY initiatives; (iv) other non-operating items; (v) items related to acquisitions; (vi) items attributable to the business S T A operationsof anyentityacquiredbytheCompanyduringthePerformancePeriod;(vii)itemsrelatedtothedisposalofa TEMENT businessorsegmentofabusiness;(viii)itemsrelatedtodiscontinuedoperationsthatdonotqualifyasasegmentofa businessunderGAAP;(ix)itemsattributabletoanystockdividend,stocksplit,combinationorexchangeofshares occurringduringthePerformancePeriod;(x)anyotheritemsofsignificantincomeorexpensewhicharedeterminedto beappropriateadjustments;(xi) itemsrelatingto unusual or extraordinarycorporatetransactions,eventsor developments;(xii) items relatedto amortizationof acquiredintangibleassets;(xiii) items that are outside the scope of theCompanyscore,on-goingbusinessactivities;or(xiv)itemsrelatingtoanyotherunusualornonrecurringeventsor changesinapplicablelaws,taxrates,accountingprinciplesorbusinessconditions. 2.29 “PerformanceGoals”means,foraPerformancePeriod,thegoalsestablishedinwritingbytheCommitteeforthe PerformancePeriodbaseduponthePerformanceCriteria.DependingonthePerformanceCriteriausedtoestablishsuch PerformanceGoals,thePerformanceGoalsmaybeexpressedintermsofoverallCompanyperformanceorthe performanceofadivision,businessunit,oranindividual.TheCommittee,initsdiscretion,mayadjustormodifythe calculationof PerformanceGoalsforsuchPerformancePeriodinordertopreventthedilutionorenlargementoftherights of Participants (a) in the event of, or in anticipation of, any unusual or extraordinary corporate item, transaction, event, or development,or(b)inrecognitionof,orinanticipationof,anyotherunusualornonrecurringeventsaffectingtheCompany, or the financial statementsof the Company,or in responseto, or in anticipationof, changesin applicablelaws, regulations, accountingprinciples,or businessconditions. 2.30 “PerformancePeriod”meanstheoneormoreperiodsoftime,whichmaybeofvaryingandoverlappingdurations,as theCommitteemayselect,overwhichtheattainmentofoneormorePerformanceGoalswillbemeasuredforthepurpose of determininga Participantsright to, and the payment of, a performance-basedAward. 2.31 “PerformanceShare”meansarightgrantedtoaParticipantpursuanttoSection8.1,toreceiveStock,thepaymentof whichiscontingentuponachievingcertainPerformanceGoalsorotherperformance-basedtargetsestablishedbythe Committee. 2.32 “PerformanceStockUnit”meansarightgrantedtoaParticipantpursuanttoSection8.2,toreceiveStock,thepayment of whichis contingentuponachievingcertainPerformanceGoalsorotherperformance-basedtargetsestablishedbythe Committee. 2.33 “Plan” meansthis PayPalHoldings,Inc.AmendedandRestated2015EquityIncentiveAwardPlan,asitmaybe amendedfromtimetotime. 2.34 “RestrictedStock” meansStockawardedtoaParticipantpursuanttoArticle6thatissubjecttocertainrestrictionsand maybesubjecttoriskofforfeiture. 2.35 “RestrictedStock Unit” meansan AwardgrantedpursuanttoSection8.6. 2.36 “Securities Act” shall mean the U.S. Securities Act of 1933, as amended. 2.37 “Spin-Off” means the distribution of shares of Stock to the stockholdersof eBay Inc. on July 17, 2015, pursuant to the SeparationandDistributionAgreementbetweentheCompanyandeBayInc.,datedasofJune26,2015,enteredintoin connectionwithsuchdistribution. 2.38 “Stock” meansthecommonstockoftheCompany,parvalue$0.0001pershare,andsuchothersecuritiesofthe CompanythatmaybesubstitutedforStockpursuanttoArticle12. 2.39 “Stock AppreciationRight” or “SAR” meansa right grantedpursuantto Article7 to receivea paymentequalto the excessoftheFairMarketValueofaspecifiednumberofsharesofStockonthedatetheSARisexercisedovertheFair MarketValueonthedatetheSARwasgrantedassetforthintheapplicableAwardAgreement. 2.40“StockPayment”means(a)apaymentintheformofsharesofStock,or(b)anoptionorotherrighttopurchaseshares of Stock, as part of any bonus, deferred compensationor other arrangement,madein lieu of all or any portion of a benefit or compensation,grantedpursuanttoSection8.4. 2.41 “Subsidiary” means any entity (other than the Company), whetherdomesticor foreign,in an unbrokenchainof entities beginningwiththeCompanyif,atthetimeofthedetermination,eachoftheentitiesotherthanthelastentityinthe •2023ProxyStatement 123

PAYPALHOLDINGS,INC.2015EQUITYINCENTIVEAWARDPLAN(MARKED) unbrokenchainbeneficiallyownssecuritiesorinterestsrepresentingmorethanfiftypercent(50%)ofthetotalcombined voting powerofall classesof securitiesor interestsin one of the other entities in such chain. 2.42 “Substitute Award” shall mean an Option or SAR grantedunder the Plan upon the assumptionof, or in substitutionfor, outstandingequityawardspreviouslygrantedbyacompanyorotherentityinconnectionwithacorporatetransaction, suchasamerger,combination,consolidationoracquisitionofpropertyorstock;provided,however,thatinnoeventshall theterm“SubstituteAward”beconstruedtorefertoanawardmadeinconnectionwiththecancellationandrepricingofan Option. 2.43 “Terminationof Service”shall mean, (a) As to a Consultant, the time when the engagementof a Participantas a Consultantto the Companyor a Subsidiary is terminatedfor any reason, with or without cause, including, without limitation, by resignation, discharge, death or retirement,but excludinga terminationwherethereisasimultaneouscommencementofemploymentwiththe CompanyoranySubsidiary. (b) As to a Non-EmployeeDirectoror IndependentDirector,thetimewhenaParticipantwhoisaNon-Employee Director or IndependentDirectorceasestobeaDirectorforanyreason,including,withoutlimitation,aterminationby resignation,failure to be elected, death or retirement, but excluding: (i) a termination where there is simultaneous employmentbytheCompanyoraSubsidiaryofsuchpersonand(ii)aterminationwhichisfollowedbythe simultaneousestablishmentofaconsultingrelationshipbytheCompanyoraSubsidiarywithsuchperson. (c) As to an Employee,the time whentheParticipanthasceasedtoactivelybeemployedbyortoprovideservicesto theCompanyoranySubsidiaryforanyreason,withoutlimitation,includingresignation,discharge,death,disabilityor retirement;but excluding:(i) a termination where there is a simultaneous reemploymentor continuingemploymentof a Participantby the CompanyoranySubsidiary,(ii) a terminationwhichis followedbythesimultaneousestablishmentof aconsultingrelationshipbytheCompanyoraSubsidiarywiththeformeremployee,and(iii)aterminationwherea ParticipantsimultaneouslybecomesanIndependentDirector. (d) The Committee,in its absolute discretion,shall determinethe effect of all matters and questions relating to TerminationofService,including,withoutlimitation,questionsrelatingto the natureand typeof Terminationof Service, andallquestionsofwhetherparticularleavesofabsenceconstituteTerminationofService;provided,however,that, with respectto IncentiveStockOptions,unlesstheCommitteeotherwiseprovidesinthetermsoftheAward Agreement,aleaveofabsence,changeinstatusfromanemployeetoanindependentcontractororotherchangein theemployee-employerrelationshipshallconstituteaTerminationofServiceif,andtotheextentthat,suchleaveof absence,changeinstatusorotherchangeinterruptsemploymentforthepurposesofSection422(a)(2)oftheCode andthethenapplicableregulationsandrevenuerulingsundersaidSection.ForpurposesofthePlan,aParticipantshall bedeemedtohaveaTerminationofServiceintheeventthattheSubsidiaryemployingorcontractingwithsuch ParticipantceasestoremainaSubsidiaryfollowinganymerger,saleofstockorothercorporatetransactionorevent (including, without limitation, a spin-off). ARTICLE3 SharesSubjecttothePlan 3.1 NumberofShares. (a) Subject to Article 11 and Section 3.1(b), the aggregate number of shares of Stock which may be issued or transferred pursuanttoAwardsgrantedunderthePlanis145,000179,600,000whichincludestheaggregatenumberofsharesof StocksubjecttoallAssumedSpin-OffAwards.AnysharesofStockthataresubjecttoAwardsgrantedunderthePlan onorafterthe2016annualmeetingoftheCompanysstockholders(the“2016AnnualMeeting”)otherthanFullValue Awardsshallbecountedagainstthislimitas0.50sharesforeveryshareofStocksubjecttotheAwardgranted.Any sharesofStockthataresubjecttoFullValueAwardsgrantedunderthePlanshallbecountedagainstthislimitasone (1) share for every share of Stock subject to the Award granted. (b) To the extent that an Award terminates,expires, or lapses for any reason, or such an Award is settled in cash without delivery of shares to the Participant, then any shares of Stock subject to the Award shall again be available for the grant of an AwardpursuanttothePlan.AnysuchsharesofStockthatceasetobesubjecttosuchanAwardotherthanaFull ValueAwardshallbeaddedtothenumberofsharesavailableunderthePlanasthenumberofsharesofStock(or portion thereof) deemedsubjecttosuchAwardunderSection3.1(a)asofthedateofgrantforeveryshareofStockthat ceasestobesubjecttosuchAward.AnysuchsharesofStockthatceasetobesubjecttoaFullValueAwardshallbe addedtothenumberofsharesavailableunderthePlanasone(1)shareforeveryshareofStockthatceasestobe subjecttosuchAward.NotwithstandinganythinginthisSection3.1(b)tothecontrary,sharesofStocksubjecttoan AwardmaynotagainbemadeavailableforissuanceunderthisPlanifsuchsharesare:(x)sharesdeliveredtoor withheldbytheCompanytopaytheexercisepriceofanOptionorSAR,(y)sharesdeliveredtoorwithheldbythe 124 •2023ProxyStatement

PAYPALHOLDINGS,INC.2015EQUITYINCENTIVEAWARDPLAN(MARKED) CompanytosatisfywithholdingtaxesrelatedtosuchanAwardor(z)sharesthatweresubjecttoanAwardandwere notissueduponthenetsettlementofsuchAward.Totheextentpermittedbyapplicablelaworanyexchangerule, sharesofStockissuedinassumptionof,orinsubstitutionfor,anyoutstandingAwardsofanyentityacquiredinany formofcombinationbytheCompanyoranySubsidiaryshallnotbecountedagainstsharesofStockavailableforgrant pursuanttothisPlan.ThepaymentofDividendEquivalentsincashinconjunctionwithanyoutstandingAwardsshall PRO notbecountedagainstthesharesavailableforissuanceunderthePlan.Notwithstandingtheprovisionsofthis XY Section3.1(b), no shares of Stock may again be optioned,grantedor awardedif such actionwould causean Incentive S StockOptiontofailtoqualifyasanincentivestockoptionunderSection422oftheCode. T A 3.2 Stock Distributed. Any Stock distributedpursuant to an Award may consist,in whole or in part, of authorized and TEMENT unissuedStock,treasuryStockorStockpurchasedontheopenmarket. 3.3 Limitation on Numberof SharesSubjectto Awards.NotwithstandinganyprovisioninthePlantothecontrary,and subjecttoArticle11, the maximumnumberofsharesofStockwithrespecttooneormoreAwardsthatmaybegrantedto anyoneParticipantduringanycalendaryearshallbe2,000,000andthemaximumamountthatmaybepaidincashduring anycalendaryearwithrespecttoanyperformance-basedAward(including,withoutlimitation,anyPerformanceBonus Award)shallbe$3,000,000;provided,however,thatsuchlimitsshallapplywithoutregardtotheAssumedSpin-Off Awards.AnysharesofStockthataresubjecttoAwardsgrantedunderthePlanonorafterthe2016AnnualMeetingother thanFull Value Awardsshallbecountedagainstthislimitas0.50sharesforeveryshareofStocksubjecttotheAward granted.AnysharesofStockthataresubjecttoFullValueAwardsgrantedunderthePlanshallbecountedagainstthislimit asone(1)shareforeveryshareofStocksubjecttotheAwardgranted.AwardstoNon-EmployeeDirectorsand IndependentDirectorsaresubjecttothelimitssetforthinArticle10. ARTICLE4 EligibilityandParticipation 4.1 Participation. Subject to the provisions of the Plan, the Committee may, from time to time, and in its sole discretion, select from amongall Eligible Individuals,those to whom Awardsshall be grantedand shall determinethe natureand amountofeachAward.NoEligibleIndividualshallhaveanyrighttobegrantedanAwardpursuanttothisPlan.In connectionwiththeSpin-OffandpursuanttothetermsoftheEmployeeMattersAgreementbetweentheCompanyand eBayInc.,enteredintoinconnectionwiththeSpin-Off,certainemployees,consultantsanddirectorsoftheCompany,eBay Inc. and their respectivesubsidiarieswill receive Assumed Spin-Off Awards. 4.2 Foreign Participants.Notwithstandingany provisionof the Plan to the contrary,in order to comply with the laws in other countriesin whichtheCompanyanditsSubsidiariesoperateorhaveEligibleIndividuals,theCommittee,initssole discretion, shall have the power and authority to: (i) determine which Subsidiariesshall be covered by the Plan; (ii) determine which Eligible Individuals outside the United States are eligible to participate in the Plan; (iii) modify the terms andconditionsofanyAwardgrantedtoEligibleIndividualsoutsidetheUnitedStatestocomplywithapplicableforeign laws; (iv) establish subplans and modify exercise proceduresand other terms and procedures,to the extent such actions maybenecessaryoradvisable,includingadoptionofrules,proceduresorsub-plansapplicabletoparticularSubsidiaries or Participantsresiding in particular locations; provided, however, that no such subplans and/or modificationsshall increasethesharelimitationscontainedinSections3.1and3.3ofthePlan;and(v)takeanyaction,beforeorafteranAward is made,thatit deemsadvisabletoobtainapprovalorcomplywithanynecessarylocalgovernmentalregulatory exemptionsorapprovals.Withoutlimitingthegeneralityoftheforegoing,theCommitteeisspecificallyauthorizedtoadopt rules, proceduresandsub-planswithprovisionsthatlimitormodifyrightsoneligibilityto receiveanAwardunderthePlan or on death, disability, retirement or other Termination of Service, available methods of exercise or settlement of an Award, paymentofincome,socialinsurancecontributionsandpayrolltaxes,theshiftingofemployertaxliabilitytotheParticipant, thewithholdingproceduresandhandlingofanyStockcertificatesorotherindiciaofownership.Notwithstandingthe foregoing,theCommitteemaynottakeanyactionshereunder,andnoAwardsshallbegranted,thatwouldviolatethe ExchangeAct,theCode,anysecuritieslaworgoverningstatuteoranyotherlawapplicabletotheStockortheissuanceof StockunderthePlan. ARTICLE5 StockOptions 5.1 General. The Committeeis authorizedto grant Optionsto Eligible Individualson the following terms and conditions: (a) Exercise Price. The exercise price per share of Stock subject to an Option shall be determinedby the Committee andsetforthintheAwardAgreement;provided,that,subjecttoSection5.4,theexercisepriceforanyOptionshallnot belessthan100%oftheFairMarketValueofashareofStockonthedateofgrant. (b) Time and Conditionsof Exercise.The CommitteeshalldeterminethetimeortimesatwhichanOptionmaybe exercisedinwholeorinpart;provided,thatthetermofanyOptiongrantedunderthePlanshallnotexceedtenyears. •2023ProxyStatement 125

PAYPALHOLDINGS,INC.2015EQUITYINCENTIVEAWARDPLAN(MARKED) TheCommitteeshalldeterminethetimeperiod,includingthetimeperiodfollowingaTerminationofService,during whichtheParticipanthastherighttoexercisethevestedOptions,whichtimeperiodmaynotextendbeyondtheterm of the Option. Except as limited by the requirementsof Section 409A or Section 422 of the Code and regulationsand rulings thereunder,the CommitteemayextendthetermofanyoutstandingOption,andmayextendthetimeperiod duringwhichvestedOptionsmaybeexercised,inconnectionwithanyTerminationofServiceoftheParticipant,and mayamendanyothertermorconditionofsuchOptionrelatingtosuchaTerminationofService.TheCommitteeshall also determinetheperformanceorotherconditions,ifany,thatmustbesatisfiedbeforeallorpartofanOptionmaybe exercised. (c) Evidenceof Grant. All Options shall be evidencedby an AwardAgreementbetweentheCompanyandthe Participant. The Award Agreementshall includesuchadditionalprovisionsasmaybespecifiedbytheCommittee. 5.2 Incentive Stock Options. IncentiveStock Optionsshall be grantedonly to Employeesand the termsof any Incentive StockOptionsgrantedpursuanttothePlan,inadditiontotherequirementsofSection5.1,mustcomplywiththeprovisions of this Section 5.2. (a) Expiration. Subject to Section 5.2(c), an Incentive Stock Option shall expire and may not be exercised to any extent byanyoneafterthefirsttooccurofthefollowingevents: (i) Ten years from the date it is granted, unless an earlier time is set in the Award Agreement; (ii) Three months after the Participants termination of employment as an Employee; and (iii) One year after the date of the Participants termination of employment or service on account of Disability or death.UpontheParticipantsDisabilityor death,anyIncentiveStockOptionsexercisableattheParticipants Disability or death may be exercisedby the Participantslegal representativeor representatives,by the person or personsentitledtodosopursuanttotheParticipantslastwillandtestament,or,iftheParticipantfailstomake testamentarydispositionof suchIncentiveStockOptionordiesintestate,bythepersonorpersonsentitledto receivetheIncentiveStockOptionpursuanttotheapplicablelawsofdescentanddistribution. (b) Dollar Limitation. The aggregate Fair Market Value (determinedas of the time the Option is granted) of all shares of StockwithrespecttowhichIncentiveStockOptionsarefirstexercisablebyaParticipantinanycalendaryearmaynot exceed$100,000orsuchotherlimitationasimposedbySection422(d)oftheCode,oranysuccessorprovision.Tothe extentthat IncentiveStockOptionsarefirstexercisablebyaParticipantin excessof suchlimitation,theexcessshallbe consideredNon-QualifiedStockOptions. (c) Ten PercentOwners.AnIncentiveStockOptionshallbegrantedtoanyindividualwho,atthedateofgrant,owns stockpossessingmorethantenpercentofthetotalcombinedvotingpowerofallclassesofStockoftheCompany only if such Option is granted at a price that is not less than 110% of Fair Market Value on the date of grant (or the date theOptionismodified,extendedorrenewedforpurposesofSection424(h)oftheCode)andtheOptionisexercisable for no more than five years from the date of grant. (d) Notice of Disposition. The Participant shall give the Company prompt notice of any disposition of shares of Stock acquiredbyexerciseofanIncentiveStockOptionwithin(i)twoyearsfromthedateofgrantofsuchIncentiveStock Optionor(ii) one year after the transfer of such shares of Stock to the Participant. (e) Right to Exercise. During a Participants lifetime, an Incentive Stock Option may be exercised only by the Participant. (f) Failure to Meet Requirements.Any Option (or portion thereof) purportedto be an IncentiveStock Option, which, for anyreason,fails to meet the requirementsof Section422of theCodeshallbeconsideredaNon-QualifiedStock Option. 5.3 Substitution of Stock AppreciationRights. Subject to Section 9.8, the Committee may provide in the Award Agreement evidencingthegrantofanOptionthattheCommittee,initssolediscretion,shallhavetorighttosubstituteaStock AppreciationRightforsuchOptionatanytimepriortooruponexerciseofsuchOption;provided,thatsuchStock AppreciationRightshallbeexercisablewithrespecttothesamenumberofsharesofStockforwhichsuchsubstituted Optionwouldhavebeenexercisable. 5.4 Substitute Awards.Notwithstandingtheforegoingprovisionsof thisArticle5 to the contrary,in the case of an Option that is a Substitute Award, the exercise price per share of the shares subject to such Option may be less than the Fair MarketValuepershareonthedateofgrant,provided,thattheexcessof:(a)theaggregateFairMarketValue(asofthedate suchSubstituteAwardisgranted)ofthesharessubjecttotheSubstituteAward,over(b)theaggregateexerciseprice thereof doesnotexceedtheexcessof:(x)theaggregatefairmarketvalue(asofthetimeimmediatelyprecedingthe transactiongiving rise to the Substitute Award, such fair market value to be determinedby the Committee)of the shares of thepredecessorentitythatweresubjecttothegrantassumedorsubstitutedforbytheCompany,over(y)theaggregate exercisepriceofsuchshares. 126 •2023ProxyStatement

PAYPALHOLDINGS,INC.2015EQUITYINCENTIVEAWARDPLAN(MARKED) ARTICLE6 RestrictedStockAwards 6.1 Grant of Restricted Stock. (a) The CommitteeisauthorizedtomakeAwardsofRestrictedStocktoanyEligibleIndividualselectedbythe PRO CommitteeinsuchamountsandsubjecttosuchtermsandconditionsasdeterminedbytheCommittee.AllAwardsof XY RestrictedStockshallbeevidencedbyanAwardAgreement. S T A (b) The Committeeshallestablishthepurchaseprice,if any,andformofpaymentforRestrictedStock;provided, TEMENT however,thatsuchpurchasepriceshallbenolessthantheparvalueoftheStocktobepurchased,unlessotherwise permittedbyapplicablestatelaw.Inallcases,legalconsiderationshallberequiredforeachissuanceofRestricted Stock. 6.2 IssuanceandRestrictions.All sharesof RestrictedStock(includingany sharesreceivedbyParticipantsthereofwith respecttosharesofRestrictedStockasaresultofstockdividends,stocksplitsoranyotherformofrecapitalization)shall,in thetermsofeachindividualAwardAgreement,besubjecttosuchrestrictionsontransferabilityandotherrestrictionsand vestingrequirementsastheCommitteeshallprovide.Suchrestrictionsmayinclude,withoutlimitation,restrictions concerningvotingrightsandtransferabilityandsuchrestrictionsmaylapseseparatelyorincombinationatsuchtimesand pursuanttosuchcircumstancesorbasedonsuchcriteriaasselectedbytheCommittee,including,withoutlimitation, criteria based on the Participantsduration of employment,directorshipor consultancywith the Company,Performance Criteria, Companyperformance,individualperformanceorothercriteriaselectedbytheCommittee.Byactiontakenafter theRestrictedStockisissued,theCommitteemay,onsuchtermsandconditionsasitmaydeterminetobeappropriate, acceleratethevestingofsuchRestrictedStockbyremovinganyoralloftherestrictionsimposedbythetermsoftheAward Agreement.RestrictedStockmaynotbesoldorencumbereduntilallrestrictionsareterminatedorexpire. 6.3 RepurchaseorForfeitureof RestrictedStock.If no pricewaspaidbytheParticipantfortheRestrictedStock,upona TerminationofServicetheParticipantsrightsin unvestedRestrictedStockthensubjecttorestrictionsshalllapse,andsuch RestrictedStockshallbesurrenderedtotheCompanywithoutconsideration.IfapricewaspaidbytheParticipantforthe RestrictedStock,uponaTerminationofServicetheCompanyshallhavetherighttorepurchasefromtheParticipantthe unvestedRestrictedStockthensubjecttorestrictionsatacashpricepershareequaltothepricepaidbytheParticipantfor suchRestrictedStockorsuchotheramountasmaybespecifiedintheAwardAgreement.TheCommitteeinitsdiscretion mayprovidethatintheeventofcertainevents,includingaChangeinControl,theParticipantsdeath,retirementor disability or any other specified Termination of Service or any other event, the Participantsrights in unvested Restricted Stockshallnotlapse,suchRestrictedStockshallvestand,ifapplicable,theCompanyshallnothavearightofrepurchase. 6.4 Certificates for Restricted Stock. Restricted Stock granted pursuant to the Plan may be evidencedin such manner as the Committeeshalldetermine.IfcertificatesrepresentingsharesofRestrictedStockareregisteredinthenameofthe Participant, certificates must bear an appropriatelegend referring to the terms, conditions, and restrictionsapplicableto suchRestrictedStock,andtheCompanymay,atitsdiscretion,retainphysicalpossessionofthecertificateuntilsuchtime asall applicablerestrictionslapse. 6.5 Section 83(b) Election. If a Participant makes an election under Section 83(b) of the Code to be taxed with respect to theRestrictedStockasofthedateoftransferoftheRestrictedStockratherthanasofthedateordatesuponwhichthe ParticipantwouldotherwisebetaxableunderSection83(a)oftheCode,theParticipantshallberequiredtodeliveracopy of such election to the Companypromptlyafterfiling such electionwith the InternalRevenueService. ARTICLE7 StockAppreciationRights 7.1 Grant of Stock AppreciationRights. (a) A Stock AppreciationRight may be grantedto any Eligible Individualselectedby the Committee.A Stock AppreciationRightshallbesubjecttosuchtermsandconditionsnotinconsistentwiththePlanastheCommitteeshall imposeandshallbeevidencedbyanAwardAgreement. (b) A Stock Appreciation Right shall entitle the Participant (or other person entitled to exercise the Stock Appreciation Right pursuant to the Plan) to exercise all or a specified portion of the Stock Appreciation Right (to the extent then exercisable pursuant to its terms) and to receive from the Company an amount equal to the product of (i) the excess of (A) the Fair Market Value of the Stock on the date the Stock Appreciation Right is exercised over (B) the Fair Market Value of the Stock on the date the Stock Appreciation Right was granted and (ii) the number of shares of Stock with respect to whichtheStockAppreciationRightisexercised,subjecttoanylimitationstheCommitteemayimpose.Exceptas describedin(c)below,theexercisepricepershareofStocksubjecttoeachStockAppreciationRightshallbesetbythe Committee,butshallnotbelessthan100%oftheFairMarketValueonthedatetheStockAppreciationRightisgranted. •2023ProxyStatement 127

PAYPALHOLDINGS,INC.2015EQUITYINCENTIVEAWARDPLAN(MARKED) (c) Notwithstandingthe foregoingprovisionsof Section7.1(b) to the contrary,in the case of a Stock AppreciationRight that is a Substitute Award, the price per share of the shares subject to such Stock AppreciationRight may be less than theFair MarketValuepershareonthedateofgrant;provided,thattheexcessof:(a)theaggregateFairMarketValue (as of the date such Substitute Award is granted) of the shares subject to the Substitute Award, over (b) the aggregate exercisepricethereofdoesnotexceedtheexcessof:(x)theaggregatefairmarketvalue(asofthetimeimmediately precedingthetransactiongivingrisetotheSubstituteAward,suchfairmarketvaluetobedeterminedbythe Committee)ofthesharesofthepredecessorentitythatweresubjecttothegrantassumedorsubstitutedforbythe Company,over(y)theaggregateexercisepriceofsuchshares. 7.2 PaymentandLimitationsonExercise. (a) Subject to Sections 7.2(b) payment of the amounts determinedunder Section7.1(b) above shall be in cash, in Stock (basedonitsFairMarketValueasofthedatetheStockAppreciationRightisexercised)oracombinationofboth,as determinedbytheCommitteeintheAwardAgreementandsubjecttoanytaxwithholdingrequirements. (b) To the extent any paymentunderSection7.1(b) is effectedin Stock, it shall be made subjectto satisfactionof all provisionsof Article 5 above pertainingto Options. ARTICLE8 OtherTypesofAwards 8.1 PerformanceShareAwards.AnyEligibleIndividualselectedbytheCommitteemaybegrantedoneormore PerformanceShareawardswhichshallbedenominatedinanumberofsharesofStockandwhichmaybelinkedtoany oneormoreofthePerformanceCriteriaorotherspecificperformancecriteriadeterminedappropriatebytheCommittee,in eachcaseonaspecifieddateordatesoroveranyperiodorperiodsdeterminedbytheCommittee.Inmakingsuch determinations,theCommitteeshallconsider(amongsuchotherfactorsasitdeemsrelevantinlightofthespecifictypeof award)thecontributions,responsibilitiesand othercompensationof theparticularParticipant. 8.2 PerformanceStockUnits.AnyEligibleIndividualselectedbytheCommitteemaybegrantedoneormorePerformance StockUnitawardswhichshallbedenominatedinunitequivalentofsharesofStockand/orunitsofvalueincludingdollar valueofsharesofStockandwhichmaybelinkedtoanyoneormoreofthePerformanceCriteriaorotherspecific performancecriteriadeterminedappropriatebytheCommittee,ineachcaseonaspecifieddateordatesoroverany periodorperiodsdeterminedbytheCommittee.Inmakingsuchdeterminations,theCommitteeshallconsider(among suchotherfactorsasitdeemsrelevantinlightofthespecifictypeofaward)thecontributions,responsibilitiesandother compensationoftheparticularParticipant. 8.3 DividendEquivalents. (a) Any Eligible Individual selected by the Committee may be grantedDividendEquivalentsbasedon the dividends declaredonthesharesofStockthataresubjecttoanyAward,tobecreditedasofdividendpaymentdates,duringthe periodbetweenthedatetheAwardisgrantedandthedatetheAwardisexercised,vestsorexpires,asdeterminedby theCommittee.SuchDividendEquivalentsshallbeconvertedtocashoradditionalsharesofStockbysuchformula andatsuchtimeandsubjecttosuchlimitationsasmaybedeterminedbytheCommittee;provided,thattotheextent sharesofStocksubjecttoanAwardaresubjecttovestingconditions,anyDividendEquivalentsrelatingtosuchshares shall be subject to the same vesting conditions. (b) Notwithstandingthe foregoing,no DividendEquivalentsshallbepayablewithrespecttoOptionsorSARs. 8.4 Stock Payments.AnyEligibleIndividualselectedbytheCommitteemayreceiveStockPaymentsinthemanner determinedfromtimetotimebytheCommittee.ThenumberofsharesshallbedeterminedbytheCommitteeandmaybe baseduponthePerformanceCriteriaorotherspecificperformancecriteriadeterminedappropriatebytheCommittee, determinedonthedatesuchStockPaymentismadeoronanydatethereafter. 8.5 DeferredStockUnits.AnyEligibleIndividualselectedbytheCommitteemaybegrantedanawardofDeferredStock Units in the manner determinedfrom timeto timebytheCommittee.ThenumberofsharesofDeferredStockUnitsshallbe determinedbytheCommitteeandmaybelinkedtothePerformanceCriteriaorotherspecificperformancecriteria determinedtobeappropriatebytheCommittee,includingservicetotheCompanyoranySubsidiary,ineachcaseona specifieddateordatesoroveranyperiodorperiodsdeterminedbytheCommittee.StockunderlyingaDeferredStockUnit awardwillnotbeissueduntiltheDeferredStockUnitawardhasvested,pursuanttoavestingscheduleorperformance criteria set by the Committee. Unless otherwiseprovidedby the Committee,a ParticipantawardedDeferredStockUnits shall have no rights as a Companystockholderwithrespectto suchDeferredStockUnitsuntilsuchtimeastheDeferred StockUnitAwardhasvestedandtheStockunderlyingtheDeferredStockUnitAwardhasbeenissued. 8.6 RestrictedStock Units. The Committeeis authorizedto makeAwardsof RestrictedStockUnitstoanyEligibleIndividual selectedbytheCommitteeinsuchamountsandsubjecttosuchtermsandconditionsasdeterminedbytheCommittee. 128 •2023ProxyStatement

PAYPALHOLDINGS,INC.2015EQUITYINCENTIVEAWARDPLAN(MARKED) At the time of grant, the Committee shall specify the date or dates on which the RestrictedStock Units shall become fully vestedandnonforfeitable,andmayspecifysuchconditionstovestingasitdeemsappropriate.TheCommitteeshall specify, or permit the Participant to elect, the conditions and dates upon which the shares of Stock underlying the RestrictedStockUnitsshallbeissued,whichdatesshallnotbeearlierthanthedateasofwhichtheRestrictedStockUnits vest and becomenonforfeitableandwhichconditionsanddatesshallbesubjecttocompliancewithSection409Aofthe PRO Code.Onthedistributiondates,theCompanyshall,subjecttoSection9.6(b),transfertotheParticipantoneunrestricted, XY fully transferable share of Stock for each Restricted Stock Unit scheduled to be paid out on such date and not previously S forfeited. T A 8.7 PerformanceBonusAwards.AnyEligibleIndividualselectedbytheCommitteemaybegrantedoneormore TEMENT performance-basedAwardsintheformofacashbonus(a“PerformanceBonusAward”)payableupontheattainmentof PerformanceGoalsthatareestablishedbytheCommitteeandrelatetooneormoreofthePerformanceCriteria,ineach caseonaspecifieddateordatesoroveranyperiodorperiodsdeterminedbytheCommittee. 8.8 Term. Exceptasotherwiseprovidedherein,thetermofanyAwardofPerformanceShares,PerformanceStockUnits, DividendEquivalents,StockPayments,DeferredStockUnitsorRestrictedStockUnitsshallbesetbytheCommitteeinits discretion. 8.9 Exercise or PurchasePrice. The Committeemayestablishtheexerciseorpurchaseprice,ifany,ofanyAwardof PerformanceShares,PerformanceStockUnits,DeferredStockUnits,StockPaymentsorRestrictedStockUnits;provided, however,thatsuchpriceshallnotbelessthantheparvalueofashareofStockonthedateofgrant,unlessotherwise permittedbyapplicablestatelaw. 8.10 Exercise or PaymentuponTerminationofService.AnAwardofPerformanceShares,PerformanceStockUnits, DividendEquivalents,DeferredStockUnits,StockPaymentsandRestrictedStockUnitsshallonlybeexercisableorpayable whiletheParticipantis an Employee,ConsultantorDirector,asapplicable;provided,however,thattheCommitteeinits sole andabsolutediscretionmayprovidethatanAwardofPerformanceShares,PerformanceStockUnits,Dividend Equivalents,StockPayments,DeferredStockUnitsorRestrictedStockUnitsmaybeexercisedorpaidsubsequenttoa TerminationofService,asapplicable,orfollowingaChangeinControloftheCompany,orbecauseoftheParticipants retirement,deathordisability,or otherwise. 8.11 Form of Payment.PaymentswithrespecttoanyAwardsgrantedunderthisArticle8shallbemadeincash,inStockora combinationofboth,asdeterminedbytheCommitteeandsetforthintheapplicableAwardAgreement. 8.12 AwardAgreement.AllAwardsunderthisArticle8shallbesubjecttosuchadditionaltermsandconditionsas determinedbytheCommitteeandshallbeevidencedbyanAwardAgreement ARTICLE9 ProvisionsApplicabletoAwards 9.1 Stand-AloneandTandemAwards.AwardsgrantedpursuanttothePlanmay,inthediscretionoftheCommittee,be grantedeitheralone,in additionto, or in tandemwith, any other Awardgrantedpursuantto the Plan.Awardsgrantedin additionto or in tandemwith other Awardsmaybegrantedeitheratthesametimeasoratadifferenttimefromthegrantof suchotherAwards. 9.2 AwardAgreement.AwardsunderthePlanshallbeevidencedbyAwardAgreementsthatsetforththeterms,conditions andlimitationsfor eachAwardwhichmayincludethetermofanAward,theprovisionsapplicableintheeventthe Participants employmentor serviceterminates,andtheCompanysauthoritytounilaterallyorbilaterallyamend,modify, suspend,cancelorrescindanAward. 9.3 Payment.TheCommitteeshalldeterminethemethodsbywhichpaymentsbyanyParticipantwithrespecttoany AwardsgrantedunderthePlanmaybepaid,theformofpaymentincluding,withoutlimitation:(i)cash,(ii)sharesofStock (including, in the case of payment of the exercise price of an Award, shares of Stock issuable pursuant to the exercise of theAward)heldforsuchperiodoftimeasmayberequiredbytheCommitteeinordertoavoidadverseaccounting consequencesandhavingaFairMarketValueonthedateofdeliveryequaltotheaggregatepaymentsrequired,or (iii) other property acceptable to the Committee (including through the delivery of a notice that the Participanthas placed a marketsellorderwithabrokerwithrespecttosharesofStockthenissuableuponexerciseorvestingofanAward,andthat thebrokerhasbeendirectedtopayasufficientportionofthenetproceedsofthesaletotheCompanyinsatisfactionofthe aggregatepaymentsrequired;provided,thatpaymentofsuchproceedsisthenmadetotheCompanyuponsettlementof suchsale).TheCommitteeshallalsodeterminethemethodsbywhichsharesofStockshallbedeliveredordeemedtobe deliveredto Participants.Notwithstandingany otherprovisionof the Plan to the contrary,no Participantwho is a Directoror an“executiveofficer”of the CompanywithinthemeaningofSection13(k)oftheExchangeActshallbepermittedtopay theexercisepriceofanOptionwithaloanfromtheCompanyoraloanarrangedbytheCompanyinviolationof Section13(k) of the ExchangeAct. •2023ProxyStatement 129

PAYPALHOLDINGS,INC.2015EQUITYINCENTIVEAWARDPLAN(MARKED) 9.4 Limits on Transfer. (a) Except as otherwiseprovidedin Section9.4(b): (i) No AwardunderthePlanmaybesold,pledged,assignedortransferredinanymannerotherthanbywillorthe lawsofdescentanddistributionor,subjecttotheconsentoftheCommittee,pursuanttoaDRO,unlessanduntil suchAwardhasbeenexercised,orthesharesunderlyingsuchAwardhavebeenissued,andallrestrictions applicabletosuchshareshavelapsed; (ii) No Award or interest or right therein shall be liable for the debts, contracts or engagements of the Participant or his successorsin interestor shall be subject to disposition by transfer, alienation, anticipation, pledge, hypothecation,encumbrance,assignmentoranyothermeanswhethersuchdispositionbevoluntaryor involuntary or by operation of law by judgment, levy, attachment,garnishmentor any other legal or equitable proceedings(includingbankruptcy),andanyattempteddispositionthereofshallbenullandvoidandofnoeffect, excepttotheextentthatsuchdispositionispermittedbytheprecedingsentence;and (iii) During the lifetime of the Participant, only the Participant may exercise an Award (or any portion thereof) grantedtohimunderthePlan,unlessithasbeendisposedofpursuanttoaDRO;afterthedeathoftheParticipant, anyexercisableportionofanAwardmay,priortothetimewhensuchportionbecomesunexercisableunderthe PlanortheapplicableAwardAgreement,beexercisedbyhispersonalrepresentativeorbyanyperson empoweredtodosounderthedeceasedParticipantswillorunderthethenapplicablelawsofdescentand distribution. (b) NotwithstandingSection9.4(a), the Committee,in its sole discretion,may determineto permita Participantto transfer an Award other than an IncentiveStock Option to any one or more PermittedTransferees(as definedbelow), subjecttothefollowingtermsandconditions:(i)anAwardtransferredtoaPermittedTransfereeshallnotbeassignable or transferableby the PermittedTransfereeotherthanby will or the laws of descentand distribution;(ii) an Award transferredto a PermittedTransfereeshall continueto be subjectto all the terms and conditionsof the Awardas applicabletotheoriginalParticipant(otherthantheabilityto furthertransferthe Award);and (iii) the Participantand the PermittedTransfereeshallexecuteanyandalldocumentsrequestedbytheCommittee,including,withoutlimitation documentsto(A)confirmthestatusofthetransfereeasaPermittedTransferee,(B)satisfyanyrequirementsforan exemptionforthetransferunderapplicablefederal,stateandforeignsecuritieslawsand(C)evidencethetransfer.For purposesofthisSection9.4(b),“PermittedTransferee”shallmean,withrespecttoaParticipant,any“familymember”of theParticipant,as definedundertheinstructionsto the Form S-8 RegistrationStatementundertheSecuritiesAct,or anyothertransfereespecificallyapprovedbytheCommitteeaftertakingintoaccountanystate,federal,localor foreign tax and securities laws applicableto transferableAwards. 9.5 Beneficiaries.NotwithstandingSection9.4, if providedin the applicableAwardAgreement,a Participantmay,in the mannerdeterminedbytheCommittee,designateabeneficiarytoexercisetherightsoftheParticipantandtoreceiveany distribution with respect to any Award upon the Participantsdeath. A beneficiary,legal guardian, legal representative,or otherpersonclaiminganyrightspursuanttothePlanissubjecttoalltermsandconditionsofthePlanandanyAward AgreementapplicabletotheParticipant,excepttotheextentthePlanandAwardAgreementotherwiseprovide,andtoany additional restrictions deemednecessaryor appropriateby the Committee.If the Participantis marriedand residesin a communitypropertystate,adesignationofapersonotherthantheParticipantsspouseashisorherbeneficiarywith respecttomorethan50%oftheParticipantsinterestintheAwardshallnotbeeffectivewithoutthepriorwrittenconsentof theParticipantsspouse.If no beneficiarydesignationis providedin the applicableAwardAgreementor if no beneficiary hasbeendesignatedorsurvivestheParticipant(orifabeneficiarydesignationisnotenforceableand/orvalidunderthe inheritanceandotherlawsintheParticipantscountry,asdeterminedbytheCommitteeinitssolediscretion),payment shall be madetothepersonentitledtheretopursuanttotheParticipantswillorthelawsofdescentanddistribution.Subject to the foregoing, a beneficiary designationmay be changedor revokedby a Participantat any time providedthe changeor revocationis filed with the Committee. 9.6 Stock Certificates; Book Entry Procedures. (a) Notwithstandinganythinghereinto thecontrary,theCompanyshallnotberequiredtoissueordeliverany certificates or make any book entries evidencingsharesof Stock pursuantto the exerciseof any Award,unless and until the Board has determined,with adviceof counsel,that the issuanceand deliveryof such sharesis in compliance with all applicable laws, regulations of governmentalauthorities and, if applicable,the requirementsof any exchange onwhichthesharesofStockarelistedortraded.AllStockcertificatesdeliveredpursuanttothePlanaresubjecttoany stop-transferordersandotherrestrictionsastheCommitteedeemsnecessaryoradvisabletocomplywithfederal, state, or foreign jurisdiction, securities or other laws, rules and regulations and the rules of any national securities exchangeorautomatedquotationsystemonwhichtheStockislisted,quoted,ortraded.TheCommitteemayplace legendsonanyStockcertificatetoreferencerestrictionsapplicabletotheStock.Inadditiontothetermsand 130 •2023ProxyStatement

PAYPALHOLDINGS,INC.2015EQUITYINCENTIVEAWARDPLAN(MARKED) conditionsprovidedherein,theBoardmayrequirethataParticipantmakesuchreasonablecovenants,agreements, andrepresentationsastheBoard,initsdiscretion,deemsadvisableinordertocomplywithanysuchlaws,regulations, or requirements.TheCommitteeshallhavetherighttorequireanyParticipanttocomplywithanytimingorother restrictions with respect to the settlement or exercise of any Award, including a window-periodlimitation, as may be imposedinthediscretionoftheCommittee. PRO (b) Notwithstandinganyotherprovisionof thePlan,unlessotherwisedeterminedbytheCommitteeorrequiredbyany XY applicablelaw,ruleorregulation,theCompanyshallnotdelivertoanyParticipantcertificatesevidencingsharesof S T A StockissuedinconnectionwithanyAwardandinsteadsuchsharesofStockshallberecordedinthebooksofthe TEMENT Company(or,asapplicable,itstransferagentorstockplanadministrator). 9.7 PaperlessAdministration.In the event that the Companyestablishes,for itself or using the servicesof a third party, an automatedsystemforthedocumentation,grantingorexerciseofAwards,suchasasystemusinganinternetwebsiteor interactive voice response,then the paperlessdocumentation,grantingor exerciseof Awardsbya Participantmaybe permittedthroughtheuseofsuchanautomatedsystem. 9.8 Prohibition on Repricing. Subject to Section 11.1, the Committee shall not, without the approval of the stockholdersof the Company,authorizetheamendmentofanyoutstandingAwardtoreduceitspricepershare.Furthermore,subjectto Section12.1, no Awardshall be canceledandreplacedorsubstitutedforwiththegrantofanAwardhavingalesserprice persharewithoutthefurtherapprovalofstockholdersoftheCompany.SubjecttoSection11.1,theCommitteeshallhave theauthority, without the approval of the stockholdersof the Company,to amendany outstandingawardto increasethe price per share or to cancel and replace or substitute for an Award with the grant of an Award having a price per share that is greater than or equal to the price per share of the original Award. Subject to Section 11.1, absent the approval of the stockholdersoftheCompany,theCommitteeshallnotoffertobuyoutforapaymentincash,anOptionorStock AppreciationRightpreviouslygrantedwhenthepershareexercisepriceexceedstheFairMarketValueoftheunderlying shareofstock. 9.9 AwardVestingLimitations.NotwithstandinganyotherprovisionofthePlantothecontrary,butsubjecttoSections6.2, 11.1, 11.2 and 12.3(d) of the Plan, effective as of the 2018 annual meeting of the Companys stockholders(the “2018 Annual Meeting”),noportionofAwardsgrantedunderthePlanshallvestbeforetheone-yearanniversaryofthedateofgrant; provided,however,that,notwithstandingtheforegoing,AwardsthatresultintheissuancetooneormoreParticipantsofan aggregateofupto5%ofthesharesofStockwhichmaybeissuedortransferredunderthePlanmaybegrantedwithout regardtosuchminimumvestingprovisions.NothinginthisSection9.9shallprecludetheBoardortheCommitteefrom taking action, in its sole discretion, to accelerate the vesting of any Award in connection with or following a Change in Control. 9.10 DividendsonUnvestedAwards.TotheextentsharesofStocksubjecttoanAwardaresubjecttovestingconditions, anydividendsrelatedtosuchunvestedsharesofStockshallbesubjecttothesamevestingconditions. ARTICLE10 IndependentDirectorAwards 10.1 The Board may grant Awardsto IndependentDirectors,subjectto thelimitationsof the Plan, pursuantto a written non-discretionaryformulaestablishedbytheCommittee,oranysuccessorcommitteetheretocarryingoutits responsibilitieson the date of grant of any such Award (the “IndependentDirectorEquity CompensationPolicy”).The IndependentDirectorEquityCompensationPolicyshallsetforththetypeofAward(s)tobegrantedtoIndependent Directors, the number of shares of Stock to be subject to IndependentDirector Awards,the conditionson which such Awardsshallbegranted,becomeexercisableand/orpayableandexpire,andsuchothertermsandconditionsasthe Committee(orsuchothersuccessorcommitteeasdescribedabove)shalldetermineinitsdiscretion,exceptthatany AssumedSpin-OffAwardsshallbesubjecttothetermsasinexistenceasofthecompletionoftheSpin-Off. 10.2 NotwithstandinganyotherprovisionofthePlantothecontrary,theaggregategrantdatefairvalueofsharesofStock that may be grantedduringanyfiscalyearoftheCompanytoanyNon-EmployeeDirectororIndependentDirectorshallnot exceed$600,000;provided,however,that(i)thelimitsetforthinthissentenceshallbemultipliedbytwointhefiscalyear in whichaNon-EmployeeDirectororIndependentDirectorcommencesserviceontheBoard,and(ii)thelimitsetforthin this sentenceshall not apply to awardsmadepursuanttoaNon-EmployeeDirectorsorIndependentDirectorselectionto receiveanAwardinlieuofalloraportionofacashretainerforserviceontheBoardoranycommitteethereunderor pursuanttoconversionofaneBayInc.awardtoaCompanyaward. •2023ProxyStatement 131

PAYPALHOLDINGS,INC.2015EQUITYINCENTIVEAWARDPLAN(MARKED) ARTICLE11 ChangesinCapitalStructure 11.1 Adjustments. (a) In the event of any stock dividend, stock split, combination or exchange of shares, merger, consolidationor other distribution (other than normal cash dividends)of Companyassetsto stockholders,or any other changeaffectingthe sharesofStockorthesharepriceoftheStockotherthananEquityRestructuring,theCommitteeshallmakesuch equitableadjustments,if any, as the Committeein its discretionmay deemappropriateto reflectsuchchangewith respectto(i) the aggregatenumberandkindofsharesthatmaybeissuedunderthePlan(including,butnotlimitedto, adjustmentsofthelimitationsin Sections3.1 and3.3); (ii) the number and kind of shares (or other securitiesor property) subjecttooutstandingAwards;(iii) the termsandconditionsof anyoutstandingAwards(including,withoutlimitation, anyapplicableperformancetargetsorcriteriawithrespectthereto);and(iv)thegrantorexercisepricepersharefor anyoutstandingAwardsunderthePlan. (b) In the event of any transaction or event describedin Section 11.1 or any unusual or nonrecurringtransactionsor eventsaffectingtheCompany,anyaffiliateoftheCompany,orthefinancialstatementsoftheCompanyoranyofits affiliates, or of changes in applicable laws, regulations or accounting principles, the Committee, in its sole and absolute discretion, and on such terms and conditionsas it deems appropriate,either by the terms of the Award or by action takenpriortotheoccurrenceofsuchtransactionoreventandeitherautomaticallyorupontheParticipantsrequest,is herebyauthorizedtotakeanyoneormoreofthefollowingactionswhenevertheCommitteedeterminesthatsuch actionis appropriatein order to preventdilution or enlargementof the benefitsor potentialbenefitsintendedto be madeavailableunderthePlanorwithrespecttoanyAwardunderthePlan,tofacilitatesuchtransactionsoreventsor to give effect to such changesin laws, regulations or principles: (i) To provide for either (A) termination of any such Award in exchange for an amount of cash, if any, equal to the amountthatwouldhavebeenattainedupontheexerciseofsuchAwardorrealizationoftheParticipantsrights (and, for the avoidanceof doubt, if as of the date of the occurrenceof the transactionor event describedin this Section11.1 the Committeedeterminesingoodfaiththatnoamountwouldhavebeenattainedupontheexercise of such Awardorrealizationof the Participantsrights, then such Award may be terminatedby the Company withoutpayment)or(B)thereplacementofsuchAwardwithotherrightsorpropertyselectedbytheCommitteein its sole discretion; (ii) To provide that such Award be assumedby the successoror survivorcorporation,or a parentor subsidiary thereof, or shall be substituted for by similar options, rights or awards covering the stock of the successor or survivor corporation,or a parent or subsidiary thereof, with appropriateadjustmentsas to the number and kind of sharesandprices; (iii) To make adjustmentsin the number and type of shares of Stock (or other securitiesor property) subject to outstandingAwards,andinthenumberandkindofoutstandingRestrictedStockorDeferredStockUnitsand/orin thetermsandconditionsof(includingthegrantorexerciseprice),andthecriteriaincludedin,outstandingoptions, rights and awardsandoptions,rightsandawardswhichmaybegrantedinthefuture; (iv) To provide that such Award shall be exercisableor payable or fully vested with respect to all shares covered thereby,notwithstandinganythingtothecontraryinthePlanortheapplicableAwardAgreement;and (v) To provide that the Award cannot vest, be exercisedor becomepayableaftersuchevent. (c) In connectionwith the occurrenceof any Equity Restructuring,and notwithstandinganythingto the contraryin Sections11.1(a) and 11.1(b): (i) The number and type of securitiessubject to each outstandingAwardand the exercisepriceor grantprice thereof, if applicable, will be equitably adjusted. The adjustments provided under this Section 11.1(c)(i) shall be nondiscretionaryandshallbefinalandbindingontheaffectedParticipantandtheCompany. (ii) The Committeeshall make such equitableadjustments,if any, as the Committeein its discretionmay deem appropriateto reflect such Equity Restructuringwith respectto the aggregatenumberand kind of sharesthat may beissuedunderthePlan(including,butnotlimitedto,adjustmentsofthelimitationsinSections3.1and3.3). (iii) To the extent that such equitable adjustments result in tax consequencesto the Participant,the Participantshall beresponsibleforpaymentofsuchtaxesandshallnotbecompensatedforsuchpaymentsbytheCompanyorits Subsidiaries. (d) The existenceof the Plan, the Award AgreementandtheAwardsgrantedhereundershallnotaffectorrestrictinany waytherightorpoweroftheCompanyorthestockholdersoftheCompanytomakeorauthorizeanyadjustment, recapitalization,reorganizationor other change in the Companyscapitalstructureor its business,any mergeror 132 •2023ProxyStatement

PAYPALHOLDINGS,INC.2015EQUITYINCENTIVEAWARDPLAN(MARKED) consolidationof the Company,anyissueofstockorofoptions,warrantsorrightstopurchasestockorofbonds, debentures,preferredorpriorpreferencestockswhoserightsaresuperiortooraffecttheStockortherightsthereofor whichareconvertibleintoorexchangeableforStock,orthedissolutionorliquidationoftheCompany,oranysaleor transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar characterorotherwise. PRO 11.2 AccelerationUponaChangeinControl. XY S T (a) NotwithstandingSection11.1, subjectto Section11.2(b) below, and exceptas may otherwisebe providedin any A applicableAwardAgreementorotherwrittenagreemententeredintobetweentheCompanyandaParticipant,ifa TEMENT ChangeinControloccursandaParticipantsAwardsarenotconverted,assumed,orreplacedbyasuccessorentity, thenimmediatelypriortotheChangeinControlsuchAwardsshallbecomefullyexercisableandallforfeiture restrictions on such Awardsshall lapse. Upon, or in anticipationof, a Change in Control, the Committee may cause any andallAwardsoutstandinghereundertoterminateataspecifictimeinthefuture,includingbutnotlimitedtothedate of such ChangeinControl,andshallgiveeachParticipanttherighttoexercisesuchAwardsduringaperiodoftimeas theCommittee,initssoleandabsolutediscretion,shalldetermine.Intheeventthatthetermsofanyagreement betweentheCompanyoranyCompanysubsidiaryoraffiliateandaParticipantcontainsprovisionsthatconflictwith andaremorerestrictivethantheprovisionsofthisSection11.2,thisSection11.2shallprevailandcontrolandthemore restrictive terms of such agreement(and only such terms) shall be of no force or effect. Further, to the extent that there are tax consequencestotheParticipantasaresultoftheaccelerationorlapsingofforfeiturerestrictionuponaChange in Control, the Participant shall be responsible for payment of such taxes and shall not be compensatedfor such paymentbytheCompanyoritsSubsidiaries. (b) Except as may otherwisebeprovidedinanyapplicableAwardAgreementorotherwrittenagreemententeredinto betweentheCompanyandaParticipant,ifaChangeinControloccursduringthePerformancePeriodwithrespectto anoutstandingAwardthatvestsbasedonPerformanceGoal(s)orotherperformance-basedobjectives,the PerformancePeriodofsuchAwardshallendasofthedateoftheChangeinControlandthePerformanceGoal(s)or otherperformance-basedobjectivesshallbedeemedtohavebeensatisfiedattheactuallevelofperformanceasof thedateoftheChangeinControl,asdeterminedbytheCommittee,asconstitutedimmediatelypriortotheChangein Control, without proration, and such Award, to the extent deemedearnedby the Committee,shall continueto be subjecttotime-basedvestingfollowingtheChangeinControlinaccordancewiththeoriginalvestingschedule; provided,however,thatiftheAwardsarenotconverted,assumed,orreplacedbyasuccessorentity,thenimmediately prior to the Change in Control such Awardsshall becomefully vestedpursuantto Section12.2(a) above. 11.3 No Other Rights. Except as expressly provided in the Plan, no Participantshall have any rights by reason of any subdivisionor consolidationof sharesof stock of any class, the paymentof any dividend,any increaseor decreasein the numberofsharesofstockofanyclassoranydissolution,liquidation,merger,orconsolidationoftheCompanyoranyother corporation.ExceptasexpresslyprovidedinthePlanorpursuanttoactionoftheCommitteeunderthePlan,noissuance bytheCompanyofsharesofstockofanyclass,orsecuritiesconvertibleintosharesofstockofanyclass,shallaffect,and noadjustmentbyreasonthereofshallbemadewithrespectto,thenumberofsharesofStocksubjecttoanAwardorthe grant or exercise price of any Award. ARTICLE12 Administration 12.1 Committee.Exceptasotherwiseprovidedherein,thePlanshallbeadministeredbyacommitteeconsistingoftwoor moremembersoftheBoard(the“Committee”).UnlessotherwisedeterminedbytheBoard,theCommitteeshallconsist solely of two or more membersof theBoardeachofwhomisaNon-EmployeeDirectorandan“independentdirector” undertherulesoftheNasdaqStockMarket(orotherprincipalsecuritiesmarketonwhichsharesofStockaretraded); provided,thatanyactiontakenbytheCommitteeshallbevalidandeffective,whetherornotmembersoftheCommitteeat thetimeofsuchactionarelaterdeterminednottohavesatisfiedtherequirementsformembershipsetforthinthis Section12.1 or otherwiseprovidedin any charterof the Committee.Notwithstandingtheforegoing:(a) thefull Board,acting byamajorityofitsmembersinoffice,shallconductthegeneraladministrationofthePlanwithrespecttoallAwards grantedtoIndependentDirectorsandforpurposesofsuchAwardstheterm“Committee”asusedinthisPlanshallbe deemedtorefertotheBoardand(b)theCommitteemaydelegateitsauthorityhereundertotheextentpermittedby Section12.5. In its sole discretion, the Board may at any time and from time to time exercise any and all rights and duties of theCommitteeunderthePlanexceptwithrespecttomatterswhichunderRule16b-3undertheExchangeAct,orany regulationsor rules issued thereunder,are requiredto be determinedin the sole discretionof the Committee.Exceptas mayotherwisebeprovidedinanycharteroftheCommittee,appointmentofCommitteemembersshallbeeffectiveupon acceptanceofappointment;CommitteemembersmayresignatanytimebydeliveringwrittennoticetotheBoard;and vacanciesintheCommitteemayonlybefilledbytheBoard. •2023ProxyStatement 133

PAYPALHOLDINGS,INC.2015EQUITYINCENTIVEAWARDPLAN(MARKED) 12.2 Action by the Committee.UnlessotherwiseestablishedbytheBoardorinanycharteroftheCommittee,amajorityof theCommitteeshallconstituteaquorumandtheactsofamajorityofthememberspresentatanymeetingatwhicha quorumispresent,andactsapprovedinwritingbyamajorityoftheCommitteeinlieuofameeting,shallbedeemedthe actsoftheCommittee.EachmemberoftheCommitteeisentitledto,ingoodfaith,relyoractuponanyreportorother informationfurnishedto that memberbyanyofficerorotheremployeeoftheCompanyoranySubsidiary,theCompanys independentcertifiedpublicaccountants,oranyexecutivecompensationconsultantorotherprofessionalretainedbythe CompanytoassistintheadministrationofthePlan. 12.3 Authority of Committee.Subjectto any specificdesignationin the Plan, the Committeehas the exclusivepower, authority and discretion to: (a) DesignateParticipantsto receiveAwards; (b) DeterminethetypeortypesofAwardstobegrantedtoeachParticipant; (c) DeterminethenumberofAwardstobegrantedandthenumberofsharesofStocktowhichanAwardwillrelate; (d) DeterminethetermsandconditionsofanyAwardgrantedpursuanttothePlan,including,butnotlimitedto,the exerciseprice,grantprice,or purchaseprice,anyrestrictionsor limitationson the Award,any schedulefor vesting, lapseofforfeiturerestrictionsor restrictionson the exercisabilityof an Award, and accelerationsor waivers thereof, any provisionsrelatedto non-competitionandrecaptureofgainonanAward,basedineachcaseonsuchconsiderations astheCommitteeinitssolediscretiondetermines;provided,however,that,exceptasprovidedinArticle11ofthePlan, theCommitteeshallnothavetheauthoritytoacceleratethevestingorwaivetheforfeitureofanyperformance-based Awards; (e) Determinewhether,towhatextent,andpursuanttowhatcircumstancesanAwardmaybesettledin,ortheexercise price of an Awardmaybepaidin,cash,Stock,otherAwards,orotherproperty,oranAwardmaybecanceled, forfeited, or surrendered; (f) Prescribe the form of each Award Agreement,whichneednotbeidenticalforeachParticipant; (g) Decideall other matters that must be determinedin connectionwith an Award; (h) Establish, adopt, or revise any rules and regulations as it may deem necessaryor advisableto administerthe Plan, includingadoptingsub-planstothePlanorspecialtermsforAwardAgreements,forthepurposesofcomplyingwith non-U.S.lawsand/ortakingadvantageoftaxfavorabletreatmentforAwardsgrantedtoParticipantsoutsidetheUnited States(as further set forth in Section 4.2 of the Plan) as it may deem necessary or advisable to administer the Plan; (i) Interpret the terms of, and any matter arising pursuant to, the Plan or any Award Agreement; and (j) Make all other decisions and determinationsthat may be requiredpursuantto the Plan or as the Committeedeems necessaryoradvisabletoadministerthePlan. 12.4 DecisionsBinding.TheCommitteesinterpretationof thePlan,anyAwardsgrantedpursuanttothePlan,anyAward AgreementandalldecisionsanddeterminationsbytheCommitteewithrespecttothePlanarefinal,binding,and conclusiveonallparties. 12.5 Delegationof Authority. To the extent permittedby applicablelaw, the Board or the Committeemay from time to time delegatetoacommitteeofoneormoremembersoftheBoardoroneormoreofficersoftheCompanytheauthorityto grant or amendAwardstoParticipantsortoexerciseanyofthepower,authorityanddiscretiongrantedtotheCommittee pursuanttoSection12.3; provided,that(i) the CommitteeshallhavethesoleauthoritywithrespecttoAwardsgrantedtoor heldbyEmployeeswhoaresubjecttoSection16oftheExchangeActand(ii)officersoftheCompany(orDirectors)to whomauthorityhasbeendelegatedhereundershallnotbedelegatedsuchauthoritywithrespecttoAwardsgrantedtoor heldbysuchofficers(orDirectors).AnydelegationhereundershallbesubjecttotherestrictionsandlimitsthattheBoardor theCommitteespecifiesatthetimeofsuchdelegation,andtheBoardortheCommitteemayatanytimerescindthe authority so delegatedor appointa newdelegatee.Atall times,thedelegateeappointedunderthisSection12.5shallserve in such capacityat the pleasureof the Board or the Committee. ARTICLE13 EffectiveandExpirationDate 13.1 Effective Date. The effective date of this Plan is the date the Plan (as it may be amended and/or restated from time to time) is last approved by the Companysstockholders(the “EffectiveDate”). Each awardgrantedunderthePlanor subject to a written binding contract on or before November2, 2017 shall be subject to the Plan as in effect as of the date on which suchawardwasgranted,anditisintendedthateachsuchawardcontinuetobesubjecttoSection162(m)oftheCodeas in effect prior to the enactment of the Tax Cuts and Jobs Act. 134 •2023ProxyStatement

PAYPALHOLDINGS,INC.2015EQUITYINCENTIVEAWARDPLAN(MARKED) 13.2 Expiration Date. The Plan will expire on, and no Award may be granted pursuant to the Plan after the tenth anniversary of the Effective Date, except that no Incentive Stock Options may be granted under the Plan after the earlier of the tenth anniversaryof (a) the date the Plan is approved by the Board or (b) the Effective Date. Any Awards that are outstanding on thetenthanniversaryoftheEffectiveDateshallremaininforceaccordingtothetermsofthePlanandtheapplicableAward Agreement. PRO XY ARTICLE14 S T Amendment,Modification,andTermination A 14.1 Amendment,Modification,andTermination.SubjecttoSection15.16,withtheapprovaloftheBoard,atanytimeand TEMENT fromtimetotime,theCommitteemayterminate,amendormodifythePlan;provided,however,that(a)totheextent necessaryanddesirabletocomplywithanyapplicablelaw,regulation,orstockexchangerule,theCompanyshallobtain stockholderapprovalofanyPlanamendmentinsuchamannerandtosuchadegreeasrequired,and(b)stockholder approvalshallberequiredforanyamendmenttothePlanthat(i)increasesthenumberofsharesavailableunderthePlan (other than any adjustmentas providedby Article12), (ii) permits the Committeeto grant Options with an exerciseprice that is belowFair MarketValueonthedateofgrant,(iii)permitstheCommitteetoextendtheexerciseperiodforanOption beyondtenyearsfromthedateofgrantor(iv)amendsSection9.8ofthePlan. 14.2 AwardsPreviouslyGranted.ExceptwithrespecttoamendmentsmadepursuanttoSection15.16,notermination, amendment,ormodificationofthePlanshalladverselyaffectinanymaterialwayanyAwardpreviouslygrantedpursuantto thePlanwithoutthepriorwrittenconsentoftheParticipant. ARTICLE15 GeneralProvisions 15.1 No Rights to Awards. No Eligible Individual or other person shall have any claim to be granted any Award pursuant to thePlan,andneithertheCompanynortheCommitteeisobligatedtotreatEligibleIndividuals,Participantsoranyother personsuniformly. 15.2 No StockholdersRights.Exceptasotherwiseprovidedherein,aParticipantshallhavenoneoftherightsofa stockholderwithrespecttosharesofStockcoveredbyanyAwarduntiltheParticipantbecomestherecordownerofsuch sharesofStock. 15.3 Withholding.The CompanyoranySubsidiaryshallhavetheauthorityandtherighttodeductorwithhold(byanymeans set forth herein or in an Award Agreement),or require a Participantto remit to the Company or a Subsidiary,an amount sufficient to satisfy federal, state, local and foreign income tax, social insurance, payroll tax, fringe benefits tax, payment on accountorothertax-relateditemsrelatedtoparticipationinthePlanandlegallyapplicabletoParticipantandrequiredby lawtobewithheld(includinganyamountdeemedbytheCompanyortheParticipantsemployer,initsdiscretion,tobean appropriatechargetotheParticipanteveniflegallyapplicabletotheCompanyortheParticipantsemployer).The Committeemay,initsdiscretionandinsatisfactionoftheforegoingrequirement,allowaParticipanttoelecttohavethe CompanywithholdsharesofStockotherwiseissuableunderanAward(orallowthereturnofsharesofStock)havingaFair MarketValueequaltothesumsrequiredtobewithheld.NotwithstandinganyotherprovisionofthePlan,thenumberof sharesofStockwhichmaybewithheldwithrespecttotheissuance,vesting,exerciseorpaymentofanyAward(orwhich mayberepurchasedfromtheParticipantofsuchAwardwithinsixmonths(orsuchotherperiodasmaybedeterminedby theCommittee)aftersuchsharesofStockwereacquiredbytheParticipantfromtheCompany)inordertosatisfythe Participants federal, state, local and foreign income and payroll tax liabilities with respect to the issuance, vesting, exercise or paymentoftheAward(asdescribedabove)shallbelimitedtothenumberofshareswhichhaveaFairMarketValueon thedateofwithholdingorrepurchaseequaltotheaggregateamountofsuchliabilitiesbasedontheminimumstatutory withholdingamountsorotherapplicablewithholdingratestotheextentthatthewithholdingorrepurchaseofsharesin excessofsuchminimumstatutoryamountwouldresultinadverseaccountingconsequencestotheCompany. 15.4 No Right to Employmentor Services.Nothingin thePlanor anyAwardAgreementshallinterferewithorlimitinanyway theright of the CompanyoranySubsidiarytoterminateanyParticipantsemploymentorservicesatanytime,norconfer uponanyParticipantanyrighttocontinueintheemployorserviceoftheCompanyoranySubsidiary. 15.5 UnfundedStatusofAwards.ThePlanisintendedtobean“unfunded”planforincentivecompensation.Withrespectto anypaymentsnotyetmadetoaParticipantpursuanttoanAward,nothingcontainedinthePlanoranyAwardAgreement shall give the Participant any rights that are greater than those of a general creditor of the Company or any Subsidiary. 15.6 AssumedSpin-OffAwards.NotwithstandinganythinginthisPlantothecontrary,eachAssumedSpin-OffAwardshall besubjecttothetermsandconditionsoftheequitycompensationplanandawardagreementtowhichsuchAwardwas subjectimmediatelypriortotheSpin-Off,subjecttotheadjustmentofsuchAwardbytheCompensationCommitteeof eBayInc.andthetermsoftheEmployeeMattersAgreement,datedasofJuly17,2015,betweentheCompanyandeBay •2023ProxyStatement 135

PAYPALHOLDINGS,INC.2015EQUITYINCENTIVEAWARDPLAN(MARKED) Inc. entered into in connection with the Spin-Off; provided, that following July 17, 2015, each such Award shall relate solely to shares of Stock and be administeredby the Committeein accordancewiththeadministrativeproceduresineffectunder this Plan. 15.7 Indemnification.To the extent allowable pursuant to applicablelaw, each memberof the Committeeor of the Board andeachpersontowhomtheCommitteedelegatesitsauthorityunderSection12.5shallbeindemnifiedandheldharmless bytheCompanyfromanyloss,cost,liability,orexpensethatmaybeimposeduponorreasonablyincurredbysuch memberinconnectionwithorresultingfromanyclaim,action,suit,orproceedingtowhichheorshemaybeapartyorin whichheorshemaybeinvolvedbyreasonofanyactionorfailuretoactpursuanttothePlanandagainstandfromanyand all amountspaidbyhimorherinsatisfactionofjudgmentinsuchaction,suit,orproceedingagainsthimorher;providedhe or she gives the Companyanopportunity,atitsownexpense,tohandleanddefendthesamebeforeheorsheundertakes to handleanddefenditonhisorherownbehalf.Theforegoingrightofindemnificationshallnotbeexclusiveofanyother rights of indemnificationto which such personsmay be entitledpursuantto the CompanysCertificateof Incorporationor Bylaws,asamatteroflaw,orotherwise,oranypowerthattheCompanymayhavetoindemnifythemorholdthem harmless. 15.8 Relationshipto Benefits. No paymentpursuantto the Plan shall be taken into account in determiningany benefits pursuanttoanyseverance,resignation,termination,redundancy,endofservicepayments,long-termserviceawards, pension,retirement,savings,profit sharing,group insurance,welfareor benefitplan of the Companyor any Subsidiary excepttotheextentotherwiseexpresslyprovidedinwritinginsuchotherplanoranagreementthereunder. 15.9 Effect of Plan upon CompensationPlans.The adoptionof the Plan shall not affect any compensationor incentiveplans in effect for the Company or any Subsidiary.Nothing in the Plan shall be construed to limit the right of the Company or any Subsidiary:(a) to establish any forms of incentives or compensationfor Employees,Directorsor Consultantsof the CompanyoranySubsidiary,or(b)tograntorassumeoptionsorotherrightsorawardsotherwisethanunderthePlanin connectionwithanypropercorporatepurposeincluding,withoutlimitation,thegrantorassumptionofoptionsin connectionwiththeacquisitionbypurchase,lease,merger,consolidationorotherwise,ofthebusiness,stockorassetsof anycorporation,partnership,limitedliability company,firm or association. 15.10 AwardsSubjecttoClawback.TheAwardsandanycashpaymentorsharesofStockdeliveredpursuanttoanAward are subject to forfeiture, recovery by the Company or other action pursuant to the applicableAward Agreementor any clawbackorrecoupmentpolicywhichtheCompanymayadoptfromtimetotime,includingwithoutlimitationanysuch policy whichtheCompanymayberequiredtoadoptundertheDodd-FrankWallStreetReformandConsumerProtection Actandimplementingrulesandregulationsthereunder,orasotherwiserequiredbylaw. 15.11 Expenses.The expensesofadministeringthePlanshallbebornebytheCompanyanditsSubsidiaries. 15.12 Titles and Headings. The titles and headings of the Sections in the Plan are for convenienceof referenceonly and, in theeventofanyconflict,thetextofthePlan,ratherthansuchtitlesorheadings,shallcontrol. 15.13 Fractional Shares. No fractional shares of Stock shall be issued and the Committee shall determine,in its discretion, whethercashshallbegiveninlieuoffractionalsharesorwhethersuchfractionalsharesshallbeeliminatedbyroundingup or downasappropriate. 15.14 Limitations Applicableto Section 16 Persons. Notwithstandingany other provision of the Plan, the Plan, and any Award grantedorawardedtoanyParticipantwhoisthensubjecttoSection16oftheExchangeAct,shallbesubjecttoany additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendmenttoRule16b-3undertheExchangeAct)thatarerequirementsfortheapplicationofsuchexemptiverule.Tothe extentpermittedbyapplicablelaw,thePlanandAwardsgrantedorawardedhereundershallbedeemedamendedtothe extentnecessarytoconformtosuchapplicableexemptiverule. 15.15 CompliancewithLaws.ThePlan,thegrantingandvestingofAwardsunderthePlanandtheissuanceanddeliveryof sharesofStockandthepaymentofmoneyunderthePlanorunderAwardsgrantedorawardedhereunderaresubjectto compliancewithallapplicablefederal,state,localandforeignlaws,rulesandregulations(includingbutnotlimitedtostate, federal and foreign securities law and margin requirements)and to such approvalsby any listing, regulatoryor governmentalauthorityasmay,intheopinionofcounselfortheCompany,benecessaryoradvisableinconnection therewith.TheCompanyshallhavenoobligationtoissueordeliversharesofStockpriortoobtaininganyapprovalsfrom listing, regulatory or governmentalauthority that the Company determinesare necessaryor advisable.Any securities deliveredunderthePlanshallbesubjecttosuchrestrictions,andthepersonacquiringsuchsecuritiesshall,ifrequestedby theCompany,providesuchassurancesandrepresentationstotheCompanyastheCompanymaydeemnecessaryor desirableto assurecompliancewithallapplicablelegalrequirements.TheCompanyshallbeundernoobligationto register pursuant to the Securities Act, any of the shares of Stock paid pursuant to the Plan. To the extent permitted by applicablelaw,thePlanandAwardsgrantedorawardedhereundershallbedeemedamendedtotheextentnecessaryto conformtosuchlaws,rulesandregulations. 136 •2023ProxyStatement

PAYPALHOLDINGS,INC.2015EQUITYINCENTIVEAWARDPLAN(MARKED) 15.16 GoverningLaw.ThePlanandallAwardAgreementsshallbeconstruedinaccordancewithandgovernedbythelaws of the State of Delaware, without regard to the principles of conflict of laws of that State. 15.17 Section 409A. To the extent that the Committee determinesthat any AwardgrantedunderthePlanis subjectto Section409AoftheCode,theAwardAgreementevidencingsuchAwardshallincorporatethetermsandconditions requiredbySection409AoftheCode.Totheextentapplicable,thePlanandAwardAgreementsshallbeinterpretedin PRO accordancewithSection409AoftheCodeandDepartmentofTreasuryregulationsandotherinterpretiveguidanceissued XY thereunder,includingwithoutlimitationanysuchregulationsorotherguidancethatmaybeissuedaftertheEffectiveDate. S T A NotwithstandinganyprovisionofthePlantothecontrary,intheeventthattheCommitteedeterminesthatanyAwardmay TEMENT besubjecttoSection409AoftheCodeandrelatedDepartmentofTreasuryguidance(includingsuchDepartmentof TreasuryguidanceasmaybeissuedaftertheEffectiveDate),theCommitteemayadoptsuchamendmentstothePlanand theapplicableAwardAgreementoradoptotherpoliciesandprocedures(includingamendments,policiesandprocedures with retroactiveeffect), or take any other actions, that the Committee determinesare necessaryor appropriateto (a) exempttheAwardfromSection409AoftheCodeand/orpreservetheintendedtaxtreatmentofthebenefitsprovided with respectto the Award,or (b) complywiththerequirementsofSection409AoftheCodeandrelatedDepartmentof TreasuryguidanceandtherebyavoidtheapplicationofanypenaltytaxesundersuchSection. •2023ProxyStatement 137

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UNITEDSTATES SECURITIESANDEXCHANGECOMMISSION Washington, D.C. 20549 FORM10-K ANNUALREPORTPURSUANTTOSECTION13OR15(d)OFTHESECURITIESEXCHANGEACTOF1934 ForthefiscalyearendedDecember31,2022. OR TRANSITIONREPORTPURSUANTTOSECTION13OR15(d)OFTHESECURITIESEXCHANGEACTOF1934 Forthetransitionperiodfrom to . Commissionfilenumber001-36859 PAYPALHOLDINGS,INC. (Exact NameofRegistrantasSpecifiedinItsCharter) Delaware 47-2989869 (State or Other Jurisdiction of (I.R.S. Employer Incorporationor Organization) Identification No.) 2211NorthFirstStreet 95131 SanJose,California (AddressofPrincipalExecutiveOffices) (Zip Code) (408)967-1000 (Registrants telephone number, includingarea code) SECURITIESREGISTEREDPURSUANTTOSECTION12(b)OFTHEACT: Title of each class TradingSymbol(s) Nameofeachexchangeonwhichregistered Commonstock,$0.0001parvaluepershare PYPL NASDAQGlobalSelectMarket SECURITIESREGISTEREDPURSUANTTOSECTION12(g)OFTHEACT: None Indicatebycheckmark YES NO •if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. •if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. •whethertheregistrant(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. •whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for suchshorterperiodthattheregistrantwasrequiredtosubmitsuchfiles). •whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company”inRule12b-2oftheExchangeAct. LargeAcceleratedFiler AcceleratedFiler Non-acceleratedFiler Smaller reporting company Emerginggrowthcompany •If an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuanttoSection13(a)oftheExchangeAct. •whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. •If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. •whether any of those error corrections are restatements that required a recovery analysis of incentive- based compensation received by any of the registrants executive officers during the relevant recovery periodpursuantto§240.10D-1(b). •whethertheregistrantisashellcompany(asdefinedinRule12b-2oftheExchangeAct). AsofJune30,2022,theaggregatemarketvalueoftheregistrantscommonstockheldbynon-affiliatesoftheregistrantwasapproximately $80.7 billion based on the closing sale price as reported on the NASDAQ Global Select Market. AsofFebruary3,2023,therewere1,131,373,298sharesofcommonstockoutstanding. DOCUMENTSINCORPORATEDBYREFERENCE Portions of the registrants definitive proxy statement for its 2023 Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrants fiscal year ended December 31, 2022.

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TableofContents Page PartI 2 Item1. Business 14 Item1A.RiskFactors 28 Item1B.UnresolvedStaffComments 28 Item2.Properties 28 Item3.LegalProceedings 28 Item4.MineSafetyDisclosures PartII 29 Item5.MarketforRegistrantsCommonEquity,RelatedStockholderMatters,andIssuerPurchasesofEquitySecurities 29 Item6.RemovedandReserved 30 Item7. ManagementsDiscussionandAnalysisofFinancialConditionandResultsofOperations 49 Item7A.QuantitativeandQualitativeDisclosuresAboutMarketRisk 1 Item8.FinancialStatementsandSupplementaryData 1 Item9.ChangesinandDisagreementsWithAccountantsonAccountingandFinancialDisclosure 1 Item9A.ControlsandProcedures 2 Item9B.OtherInformation 2 Item9C.DisclosureRegardingForeignJurisdictionsthatPreventInspections PartIII 3 Item10. Directors, Executive Officers and Corporate Governance 3 Item11. Executive Compensation 3 Item12. Security Ownershipof Certain Beneficial Owners and ManagementandRelatedStockholderMatters 3 Item13. Certain Relationships and Related Transactions, and Director Independence 3 Item14. Principal AccountingFees and Services PartIV 4 Item15. Exhibits, Financial Statement Schedules 122 Item16. Form10-KSummary Trademarks,TradeNamesandServiceMarks PayPal owns or has rights to use the trademarks, service marks, and trade names that it uses in conjunction with the operation of its business. Some of the more important trademarks that PayPal owns or has rights to use that appear in this ® ® Annual Report on Form 10-K include: PayPal , PayPal Credit , Braintree, Venmo, Xoom, Zettle, Hyperwallet, Honey, and Paidy, which may be registered or trademarkedin the United States and other jurisdictions. PayPals rights to some of these trademarks may be limited to select markets. This report contains additional trade names and trademarks of other companies. The use or display of other companies trade names or trademarks does not imply our endorsement or sponsorshipof,orarelationshipwiththesecompanies.

PARTI Forward-LookingStatements Part I Forward-lookingStatements This Annual Report on Form 10-K (“Form 10-K”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements that involve expectations, plans or intentions (such as those relating to future business, future results of operations or financial condition, new or planned features or services, mergers or acquisitions, or management strategies). These forward-looking statements can be identified by words such as “may,” “will,” “would,” “should,” “could,” “expect,” “anticipate,” “believe,” “estimate,” “intend,” “continue,” “strategy,” “future,” “opportunity,” “plan,” “project,” “forecast,” and other similar expressions. These forward-looking statements involve risks and uncertainties that could cause our actual results and financial condition to differ materially from those expressed or implied in our forward-looking statements. Such risks and uncertainties include, among others, those discussed in “Item 1A. Risk Factors” of this Form 10-K, as well as in our consolidatedfinancialstatements,relatednotes,andtheotherinformationappearinginthisreportandourotherfilingswith the Securities and Exchange Commission (“SEC”). We do not intend, and undertake no obligation except as required by law, to update any of our forward-looking statements after the date of this report to reflect actual results, new information, or future events or circumstances. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. You should read the information in this report in conjunction with the audited consolidatedfinancialstatementsandtherelatednotesthatappearinthisreport. Item1. Business Overview PayPal Holdings, Inc. was incorporated in Delaware in January 2015 and is a leading technology platform that enables digital paymentsandsimplifies commerce experiences on behalf of merchants and consumers worldwide. PayPal is committed to democratizing financial services to help improve the financial health of individuals and to increase economic opportunity for entrepreneurs and businesses of all sizes around the world. Our goal is to enable our merchants and consumers to manage andmovetheirmoneyanywhereintheworldinthemarketsweserve,anytime,onanyplatform,andusinganydevicewhen sending payments or getting paid, including person-to-person (“P2P”) payments. Our core values of Inclusion, Innovation, Collaboration, and Wellness, reflected in our leadership principles, are the driving forces behind our mission and form the foundation of our operating philosophy. We believe that our core values help stimulate the creativity and engagement of our global workforce to deliver products and services designed to meet the diverse needs of our customers. We also believe that effective management of environmental, social, and governance (“ESG”) risks and opportunities is essential to deliver on our mission and strategy. Unless otherwise expressly stated or the context otherwise requires, references to “we,” “our,” “us,” “the Company,”or“PayPal”refertoPayPalHoldings,Inc.anditsconsolidatedsubsidiaries. 2 •2022AnnualReport

PARTI Item1. Business ANNU AL REPOR T PayPals payment solutions enable our customers to connect, transact, and send and receive payments, whether they are online or in person. We provide proprietary payment solutions accepted by merchants that enable the completion of payments on our platform on behalf of our customers. We operate a global, two-sided network at scale that connects merchants and consumers with 435 million active accounts (consisting of 400 million consumer active accounts and 35millionmerchantactiveaccounts)acrossmorethan200marketsasofDecember31,2022. Weoffer our customers the flexibility to use their PayPal or Venmo accounts to purchase and receive payments for goods and services, as well as the ability to transfer and withdraw funds. We enable consumers to exchange funds more safely with merchantsusingavarietyoffundingsources,whichmayincludeabankaccount,aPayPalorVenmoaccountbalance, PayPal and Venmo branded credit products including our installment products, a credit card, a debit card, certain cryptocurrencies, or other stored value products such as gift cards, and eligible rewards. Our PayPal, Venmo, and Xoom products also make it safer and simpler for friends and family to transfer funds to each other. We offer merchants an end-to-end payments solution that provides authorization and settlement capabilities, as well as instant access to funds and payouts. We also help merchants connect with their customers, process exchanges and returns, and manage risk. We help reduce the friction typically involved in cross-border commerce by offering consumers a simple payment experience andbyenablingmerchantstoextendtheirreachtoconsumersintheglobalmarketsinwhichourservicesareavailable. Weearn revenues primarily by charging fees for completing payment transactions for our customers and other payment- related services, which are typically based on the volume of activity processed on our payments platform. We also generaterevenuefromcustomersonfeeschargedforforeigncurrencyconversion,forinstanttransfersfromtheirPayPalor Venmoaccountto their bank account or debit card, and to facilitate the purchase and sale of cryptocurrencies; however, wegenerally do not charge customers to fund or draw from their accounts. We also earn revenue by providing other value added services, which are comprised primarily of revenue earned through partnerships, interest and fees from our merchant and consumer credit products, interest earned on certain assets underlying customer balances, referral fees, subscriptionfees, and gatewayservices. •2022AnnualReport 3

PARTI Item1. Business KeyPerformanceMetrics Wemeasure the scale of our platform and the relevance of our products and services to our customers through certain metrics,includingtotal paymentvolume,paymenttransactions,andactiveaccounts: Total paymentvolume(“TPV”)isthevalueofpayments,netofpaymentreversals,successfullycompletedonourpayments platformorenabledbyPayPalviaapartnerpaymentsolution,notincludinggateway-exclusivetransactions. Number of payment transactions are the total number of payments, net of payment reversals, successfully completed on ourpaymentsplatformorenabledbyPayPalviaapartnerpaymentsolution,notincludinggateway-exclusivetransactions. An active account is an account registered directly with PayPal or a platform access partner that has completed a transaction on our platform, not including gateway-exclusive transactions, within the past 12 months. A platform access partner is a third party whose customers are provided access to PayPals platform or services through such third-partys login credentials, including individuals and entities that utilize Hyperwallets payout capabilities. A user may register on our platform to access different products and may register more than one account to access a product. Accordingly, a user mayhavemorethanoneactiveaccount.Thenumberofactiveaccountsprovidesmanagementwithadditionalperspective ontheoverallscaleofourplatform,butmaynothaveadirectrelationshiptoouroperatingresults. OurStrengths Ourbusinessisbuiltonastrongfoundationdesignedtodrivegrowthanddifferentiateusfromourcompetitors.Acritical elementofouroverallgrowthstrategyinvolvesincreasingtheengagementofouractiveaccounts,whichweexpectwill contributeto growthin paymenttransactions,totalpaymentvolume,andnetrevenues.Webelievethatourcompetitive strengthsincludethefollowing: • Two-sided network—our payments platform connecting merchants and consumers enables PayPal to offer unique end-to-end product experiences while gaining valuable insights into how our customers use our platform. Our payments platform provides for digital and in-store (at the point of sale) transactions while being both technology and platformagnostic. • Merchant and consumer choice—our branded and unbranded card processing payment solutions support an open ecosystem that provides choice to both merchants and consumers, enabling flexibility to make and receive payments usingawidevarietyofdifferentfundingoptionsanddigitalwalletsolutions. • Scale—ourglobalscalehelpsustodriveorganicgrowth.AsofDecember31,2022,wehad435millionactiveaccounts, consisting of 400 million consumer active accounts and 35 million merchant active accounts in more than 200 markets 4 •2022AnnualReport

PARTI Item1. Business around the world. A market is a geographic area or political jurisdiction, such as a country, territory, or protectorate, in whichweoffersomeorallofourproductsandservices.Acountry,territory,orprotectorateis identifiedby a distinctset of laws and regulations.In 2022, we processed$1.36 trillion of TPV. • Trusted brands—we have built and strengthened well-recognized and trusted brands, including PayPal, Braintree, Venmo, Xoom, Hyperwallet, PayPal Zettle, PayPal Honey, and Paidy. Our communications and marketing efforts across multiple geographies and demographic groups play an important role in building brand visibility, usage, and overall preferenceamongcustomers. • Risk and compliance management—our enterprise risk and compliance management program is designed to help secure customer information and to help ensure we process legitimate transactions around the world, while identifying andminimizingillegal,high-risk,or fraudulenttransactions. • Regulatory licenses—we believe that our regulatory licenses, which enable us to operate in markets around the world, are a distinct advantageand help supportbusinessgrowth. ANNU AL MerchantandConsumerPaymentSolutions REPOR T During 2022, we reorganized our product organization to better align with merchants and consumers to help simplify decisionmakingandenableourteamstoinnovateandlaunchnewproductsandfeaturesmorequicklyandefficiently. MerchantValueProposition We partner with our merchants to help grow and expand their businesses by providing global reach and powering all aspects of digital checkout. We offer alternative payment methods (including access to credit solutions), provide fraud prevention and risk management solutions, reduce merchant losses through proprietary protection programs, and offer tools and insights for utilizing data analytics to attract and engage customers and improve sales conversion. We employ a technology and platform agnostic approach intended to enable merchants of all sizes to quickly and easily provide digital checkout online, including through PayPal-branded checkout and unbranded card processing (primarily consisting of Braintree), as well as in-store at the point of sale, across all platforms and devices, and to securely and simply receive paymentsfromtheircustomers. PayPals payments platform enables merchants to accept all types of online and offline payments, including those made with the PayPal and Venmo digital wallets, our consumer credit products, credit cards and debit cards, and competing digital wallets, as well as other popular local payment methods. Our diversified suite of products and services is tailored to meet the needs of merchants regardless of their size or business complexity. We have expanded our merchant value proposition to enable payment acceptance at the point of sale through our PayPal and Venmo digital wallets and our •2022AnnualReport 5

PARTI Item1. Business PayPal Zettle point of sale solutions. We aim to offer a seamless, omni-channel solution that helps merchants manage and grow their business. Through our consumer-focused offerings, we provide simplified and personalized shopping experiencesfor consumers,includingeasierexchangesandreturns,tohelpmerchantsdriveincreasedconversionthrough higherconsumerengagement. Weoffer access to merchant finance products for certain small and medium-sized businesses through the PayPal Working Capital and PayPal Business Loan products, which we collectively refer to as our merchant finance offerings. The PayPal Working Capital product allows businesses to access a loan or cash advance for a fixed fee and based on their annual payment volume processed by PayPal. The PayPal Business Loan product provides businesses with short-term financing for a fixed fee based on an evaluation of both the applying business as well as the business owner. In the United States (“U.S.”), these products are provided under a program agreement with an independent chartered financial institution. We believe that our merchant finance offerings enable us to deepen our engagement with our existing small and medium-sizedmerchantsandexpandservicesto newmerchantsbyprovidingaccessto capitalthatmay not be available fromtraditionalbanksorotherlendingproviders. We generate revenues from merchants primarily by charging fees for completing their payment transactions and other payment-relatedservices.Wealsoearnrevenuesfrominterestandfeesearnedonourmerchantloansreceivables. ConsumerValueProposition We focus on providing affordable, convenient, and secure consumer financial products and services intended to democratize the management and movement of money. We provide consumers with a digital wallet that enables them to send payments to merchants more safely using a variety of funding sources, which may include a bank account, a PayPal or Venmo account balance, our consumer credit products, a credit card, a debit card, certain cryptocurrencies, or other stored value products such as gift cards, and eligible rewards. Our goal is to create the simplest checkout experience possiblefor consumersbothonlineandonmobiledevices. Wealsooffer consumers P2P payment solutions through our PayPal, Venmo, and Xoom products and services. We enable both domestic and international P2P transfers across our payments platform. Our Venmo digital wallet in the U.S. is a leading mobile application used to move money between our customers and to make purchases at select merchants. Our Xoominternational money transfer service enables our customers to send money to people around the world in a secure, fast, and cost-effective way. P2P is an important source of customer engagement and also serves as a customer acquisition channel that facilitates organic growth by enabling potential users to establish active accounts with PayPal or Venmo at the time they make or receive a P2P payment. We also focus on simplifying and personalizing shopping experiences for our consumers by offering tools for product discovery, price tracking, offers, convenient tracking and redemption options for their shopping rewards, and easier exchanges and returns, which help our merchants to increase consumerengagementandsalesconversion. Weoffer credit products to consumers in certain markets as a funding source at checkout, subject to approval of credit for the account holder. Our consumer credit offerings include our buy now, pay later products in the U.S., United Kingdom (“U.K.”), France, and Germany, among others, and in Japan through Paidy. A key attribute of our buy now, pay later products is the absence of interest or consumer late fees for missed payments in most of the geographies where we offer them. Further, we offer consumer interest-bearing installment products for consumers in the U.S., issued by an independent chartered financial institution, and in Germany. In the U.S., consumers may apply for our PayPal- and Venmo-branded consumer credit cards and our PayPal Credit revolving consumer credit product, which are offered through a partnership with an independent chartered financial institution. We offer a PayPal-issued PayPal Credit product in the U.K. We believe that our consumer credit products help enable us to increase engagement with consumers and merchants on our two-sidednetwork. WehaveexpandedourconsumervaluepropositionthroughenhancementstothePayPalandVenmodigitalwallets,which provide functionality to enable consumers to more easily checkout, explore deals and offers, track and redeem rewards, and to transact with cryptocurrencies, including buying, holding, selling, sending, and receiving them in certain markets. Our goal is to drive increased consumer engagement by providing consumers with a comprehensive set of services to managetheirfinancesandenhancetheirabilitytoshoponlineandinperson. Wegeneraterevenuefromconsumerson:feeschargedfor foreign currencyconversion,instant transfers from their PayPal or Venmoaccounttotheir bank account or debit card, and to facilitate the purchase and sale of cryptocurrencies; interest, fees, or other revenue from our credit products; and other miscellaneousfees. ProtectingMerchantsandConsumers Protecting merchants and consumers on our payments platform from financial and fraud loss is important to successfully competing and sustainably growing our business. Fraudulent activities, such as account takeover, identity theft (including 6 •2022AnnualReport

PARTI Item1. Business stolen financial information), and malicious activities by counterparties, represent a significant risk to merchants and consumers, as well as their payment partners. We provide merchants and consumers with protection programs for certain purchase transactions completed on our payments platform. We believe that these programs, which help protect both merchants and consumers from financial loss resulting from fraud and counterparty non-performance, are generally consistent with or broader than protections provided by other participants in the payments industry. Our protection programs are designed to promote confidence on both the part of consumers, who will only be required to pay in certain circumstances,such as receiving their purchased item in the condition significantly as described, and merchants, who will receivepaymentfordeliveringanitemtothecustomer. Our ability to help protect both merchants and consumers is based largely on our proprietary, end-to-end payments platform and our ability to utilize the data from both sides of transactions on our two-sided network, specifically from buyers andsellers and from sendersand receiversof payments.Our ongoing investmentin systemsand processesis designedto enhance the safety and security of our products and reflects our goal of having PayPal recognized as one of the worlds mosttrustedpaymentsbrands. ANNU AL Competition REPOR The global payments industry is highly competitive, dynamic, highly innovative, and increasingly subject to regulatory scrutiny and oversight. Many of the areas in which we compete evolve rapidly with innovative and disruptive technologies, T shifting user preferences and needs, price sensitivity of merchants and consumers, and frequent introductions of new products and services. Competition also may intensify as new competitors emerge, businesses enter into business combinationsandpartnerships,andestablishedcompaniesinothersegmentsexpandtobecomecompetitivewithvarious aspectsofourbusiness. Wecompetewithawiderangeofbusinesses.Someofourcurrentandpotentialcompetitorsareormaybelargerthanwe are, have larger customer bases, greater brand recognition, longer operating histories, a dominant or more secure position, broader geographic scope, volume, scale, resources, and market share than we do, or offer products and services that we do not offer. Other competitors are or may be smaller or younger companies that may be more agile in responding to regulatoryandtechnologicalchangesandcustomerpreferences. Wedifferentiate ourselves to merchants through our ability to innovate and develop products and services that offer new payment experiences for our merchants, demonstrate that they may achieve incremental sales by using and offering our services to consumers, support transactions on our payments platform across varied technologies and payment methods, through the simplicity and transparency of our fee structure, our seller protection programs, analytics, and risk management,aswellasothermerchantservices.Inaddition,wedifferentiateourselvestoconsumersthroughtheabilityto use our products and services across multiple commerce channels, including e-commerce, mobile, and payments at the point of sale, and without sharing their financial information with the merchant or any other party they are paying; our customer service, dispute resolution, and purchase protection programs; and our ability to simplify and personalize shopping experiences. We invest resources towards improving our products and services, offering choice in payment options, providing excellent customerservice,and buildingbrandsthat merchantsandconsumerstrust. Our business faces competition from a wide range of businesses and from all forms of physical and electronic payments. Weface competition from banks and financial institutions, which provide traditional payment methods (particularly credit cardsanddebitcards(collectively,“paymentcards”),electronicbanktransfers,andcredit),paymentnetworksthatfacilitate payments for payment cards or proprietary retail networks, payment card processors, and “card on file” services. We also face competition from providers offering a variety of payment products and services, including tokenized and contactless paymentcards,digital wallets and mobile payments solutions, credit, installment or other buy now pay later methods, real- time payment systems, P2P payments and money remittance services, card readers and other devices or technologies for payment at point of sale, virtual currencies and distributed ledger technologies, and tools that simplify and personalize shopping experiences for consumers and merchants. Our products and services face competition from all forms of payments, which include paper-based payments (primarily cash and checks), credit cards, debit cards, electronic bank transfers, account-to-account payments, credit, installment methods, digital wallets and mobile payment solutions, contactless payments (including contactless cards, tokenized cards, Near Field Communication (NFC) based solutions, andQuickResponse(QR)code-basedsolutions),andvirtualcurrencies,suchascryptocurrenciesandstablecoins. In addition to the discussion in this section, see “Item 1A. Risk Factors” under the caption “We face substantial and increasingly intense competition worldwide in the global payments industry” for further discussion of the potential impact of competitiononourbusiness. •2022AnnualReport 7

PARTI Item1. Business Strategy Our ability to grow revenue is affected by, among other things, the macroeconomic environment and its impact on consumer spending patterns, merchant and consumer adoption of digital payment methods, the expansion of multiple commercechannels,thegrowthofmobiledevicesandmerchantandconsumerapplicationsonthosedevices,thegrowth of consumers globally with internet and mobile access, the pace of transition from cash and checks to digital forms of payment, our share of the digital payments market, and our ability to innovate and introduce new products, services, and features that merchantsandconsumersvalue.Ourstrategytodrivegrowthinourbusinessincludesthefollowing: • Growing our core business: through expanding our global capabilities, customer base and scale, increasing our customers engagement and use of our products and services by better addressing their everyday needs to access, manage, and move money, creating seamless checkout experiences, and expanding the adoption of our solutions by merchantsandconsumers; • Expanding our value proposition for merchants and consumers: by being technology and platform agnostic, partnering with our merchants to grow and expand their business online and in-store, and providing consumers with simple, secure, and flexible ways to manage and move money across different markets, merchants, and platforms, and simplifying their shopping experiences; • Forming and expanding strategic partnerships: by building new strategic partnerships and deepening existing ones to provide better experiences for our customers, offer greater choice and flexibility, acquire new customers, and reinforce ourroleinthepaymentsecosystem;and • Seeking new areas of growth: organically and through acquisitions and strategic investments in our existing and new international markets and focusing on innovation in both the digital and physical world. ESGManagement PayPal is committed to creating a more inclusive global economy and advancing our core values of Inclusion, Innovation, Collaboration, and Wellness across our communities, workforce, and strategies. We manage priority ESG risks and opportunities organized across four key pillars: (1) employees and culture, (2) social innovation, (3) environmental sustainability, and (4) responsible business practices. We believe this integrated, enterprise-wide approach to managing our global business responsibly helps to enable us to create value for all our stakeholders, including our stockholders, employees, partners, and communities. We continue to advance and prioritize efforts to manage key non-financial factors critical to our long-term business, including progress on our science-based approach to reducing our climate change impacts, targeted investments and partnerships to address the racial wealth gap and empower underserved communities and businesses, ongoing programmatic development intended to foster an inclusive culture across the employee experience, and further enhancements to support the safety and security of our products and platform. We take this commitmentseriously and endeavor to provide transparent disclosures on our progress through our annual Global Impact Reportandothercommunications. Technology Ourpaymentsplatformutilizes a combinationof proprietaryand third-party technologiesand servicesintendedto facilitate transactions efficiently and securely between millions of merchants and consumers worldwide across different channels, markets, and networks. Our payments platform connects with financial service providers around the world and allows consumers to make purchases using a wide range of payment methods, regardless of where a merchant is located. Consumerswhouseourpaymentsplatformcansendpaymentsinmorethan200marketsaroundtheworldandinnearly 150 currencies, withdraw funds to their bank accounts in 56 currencies, and hold balances in their PayPal accounts in 25 currencies. We have developed intuitive user interfaces, customer tools, transaction management databases, and payment network integrations on our platform designed to enable our customers to utilize our suite of products and services. Our payments platform, open application programming interfaces, and developer tools are designed to enable developers to innovate with ease and offer robust solutions to our global ecosystem of merchants and consumers, while at the same time helping to maintain the security of our customers information. Thetechnologyinfrastructuresupportingour paymentsplatformis designedtosimplifythestorageandprocessingoflarge amounts of data and facilitate the deployment and operation of large-scale global products and services in both our own data centers and when hosted by third-party cloud service providers. Our technology infrastructure is designed around industry best practices intended to reduce downtime and help ensure the resiliency of our payments platform in the event of outages or catastrophic occurrences. Our payments platform incorporates multiple layers of protection for business continuity and system redundancy purposes and to help mitigate cybersecurity risks. We have a comprehensive cybersecurity program designed to protect our technology infrastructure and payments platform against cybersecurity 8 •2022AnnualReport

PARTI Item1. Business threats, which includes regularly testing our systems to identify and address potential vulnerabilities. We strive to continually improve our technology infrastructure and payments platform to enhance the customer experience and to increaseefficiency,scalability,and security. For additional information regarding risks relating to our technology infrastructure and cybersecurity, see the information in “Item 1A. Risk Factors” under the captions “Cyberattacks and security vulnerabilities could result in serious harm to our reputation, business, and financial condition” and “Business interruptions or systems failures may impair the availability of ourwebsites,applications,productsorservices,orotherwiseharmourbusiness.” ResearchandDevelopment Our total research and development expense was $1.7 billion, $1.6 billion, and $1.4 billion in 2022, 2021, and 2020, respectively. ANNU IntellectualProperty AL The protection of our intellectual property, including our trademarks, copyrights, domain names, trade dress, patents, and REPOR trade secrets, is important to the success of our business. We seek to protect our intellectual property rights by relying on applicable laws, regulations, and administrative procedures in the U.S. and internationally. We have registered our core T brands as domain names and as trademarks in the U.S. and many international jurisdictions. We also have an active program to secure and enforce trademarks and domain names that correspond to our brands in markets of interest. We havefiled and continueto file patent applicationsin the U.S. and in internationaljurisdictionscovering certain aspects of our proprietary technology and new innovations. We also rely on contractual restrictions to protect our proprietary rights when offering or procuring products and services. We routinely enter into confidentiality and invention assignment agreements with our employees and contractors, and non-disclosure agreements with parties with whom we conduct business to control accessto, and use and disclosureof, our proprietaryinformation. For additional information regarding risks relating to our intellectual property, see the information in “Item 1A. Risk Factors” under the captions “Third parties may allege that we are infringing their patents and other intellectual property rights” and “Wemaybeunabletoprotectorenforceourintellectualproperty.” GovernmentRegulation Weoperate globally and in a rapidly evolving regulatory environment characterized by a heightened focus by regulators globally on all aspects of the payments industry, including countering terrorist financing, anti-money laundering, privacy, cybersecurity, and consumer protection. The laws and regulations applicable to us, including those enacted prior to the advent of digital payments, continue to evolve through legislative and regulatory action and judicial interpretation. New or changinglawsandregulations,includingchangestotheirinterpretationandimplementation,aswellasincreasedpenalties and enforcement actions related to non-compliance, could have a material adverse impact on our business, results of operations, and financial condition. We monitor these areas closely and are focused on designing compliant solutions for ourcustomers. Government regulation impacts key aspects of our business. We are subject to the laws and regulations applicable to the paymentsindustryinthemarketsweoperate,whicharesubjecttointerpretationandchange. PaymentsRegulation Various laws and regulations govern the payments industry in the U.S. and internationally. In the U.S., PayPal, Inc. (a wholly- ownedsubsidiary)holdslicensesto operateas a money transmitter(or its equivalent)in the states where such licenses are required, as well as in the District of Columbia and certain territories. These licenses include not only the PayPal-branded products and services offered in these locations, but also our Venmo, Hyperwallet, and Xoom products and services to the extent offered in these locations. As a licensed money transmitter, PayPal is subject to, among other requirements, restrictions with respect to the investment of customer funds, reporting requirements, bonding requirements, and inspection by state regulatory agencies. In certain cases, these licenses also generally cover PayPals service enabling customers to buy, hold, transfer, and sell cryptocurrency directly from their PayPal or Venmo account. In the State of New York, PayPal holds a full Bitlicense issued by the New York Department of Financial Services to offer cryptocurrency servicesin the state. Outside the U.S., we provide similar services customized for various countries and foreign jurisdictions through our foreign subsidiaries. The activities of those non-U.S. entities are, or may be, supervised by a financial regulatory authority in the jurisdictions in which they operate. Among other regulatory authorities, the Luxembourg Commission de Surveillance du •2022AnnualReport 9

PARTI Item1. Business Secteur Financier (the “CSSF”), the U.K. Financial Conduct Authority (“FCA”), the Australian Prudential Regulation Authority, the Peoples Bank of China, the Monetary Authority of Singapore, the Reserve Bank of India, the Central Bank of Russia, and the Central Bank of Brazil have asserted jurisdiction over some or all of our activities in their respective jurisdictions. This list is not exhaustive, and there are numerous other regulatory agencieswhich have assertedor may assertjurisdictionover our activities. In addition, financial services regulators in various jurisdictions, including the U.S. and the European Union (“EU”), have implementedauthenticationrequirementsforbanksandpaymentprocessorsintendedtoreduceonlinefraud,whichcould imposesignificant costs, make it more difficult for new customers to open PayPal accounts, and reduce the ease of use of ourproducts. BankingAgencySupervision WeserveourcustomersintheEUandU.K.throughPayPal(Europe)S.à.r.l.etCie,S.C.A.(“PayPal(Europe)”),awholly-owned subsidiary that is licensed and subject to regulation as a credit institution in Luxembourg by the CSSF. Under the U.K.s Temporary Permissions Regime, PayPal is deemed to be authorized and regulated by the U.K. FCA as a result of Brexit. Consequently, we must comply with rules and regulations of the European banking industry, including those related to capitalization, funds management, corporate governance,anti-money laundering, disclosure, reporting,and inspection.We are, or may be, subject to banking-related regulations in other countries now or in the future related to our role in the financial industry. In addition, based on our relationships with our partner financial institutions, we are, or may be, subject to indirect regulation and examinationby the regulatorsof these partnerfinancial institutions. LendingRegulation Our U.S. consumer short-term, interest-free, installment product is subject to federal and state laws governing consumer credit and debt collection. PayPal holds multiple state licenses as the lender of this product. Paidy, Inc. holds multiple licenses for the issuance of its consumer installment products in Japan and is registered with the Ministry of Economy, Trade and Industry as a Comprehensive Credit Purchase Intermediary. In Australia, PayPal Credit Pty Limited offers a consumer short-term, interest-free, installment product that is exempt from regulation by the primary consumer credit legislation, but is subject to other laws which cover the provision of financial services, credit reporting, debt collection, and privacy. PayPals consumer short-term, interest-free, installment products in the U.K., France, Germany, Spain, and Italy are generally exempt from primary consumercreditlegislation;however,certainconsumerlendinglaws,consumerprotection, andbankingtransparencyregulationsapplytothisactivity. Our U.S. consumer interest-bearing installment product is subject to federal and state laws and is offered by an independent chartered financial institution. PayPals interest-bearing installment product for consumers in Germany is subject to applicable local laws such as consumer (lending) laws, consumer protection, or banking transparency regulations. These loans are originated by PayPal (Europe). PayPal and Venmo co-brandedconsumercreditcardsandthePayPalCreditrevolvingconsumercreditproductareissued by an independent chartered financial institution in the U.S., and are subject to laws and regulations governing these programs. PayPal Credit in the U.K. is a regulated, revolving consumer credit product subject to applicable local laws and regulations. Our U.S. merchant lending products are subject to federal and state regulations and are offered by an independent chartered financial institution. Our merchant lending products offered in Germany, France and the Netherlands are subject to the laws of Luxembourg and certain local laws, and our merchant lending product offered in the U.K. is subject to U.K. regulation. The loans offered to European and U.K. merchants are originated by PayPal (Europe). Our merchant lending productinAustraliais subjectto the laws of Australia and originatedby PayPal Credit Pty Limited. ConsumerFinancialProtectionBureau(“CFPB”) TheCFPBhassignificantauthority to regulate consumer financial products in the U.S., including consumer credit, deposits, payments, and similar products. As a large market participant of remittance transfers, the CFPB has direct supervisory authority over our business. The CFPB and similar regulatory agencies in other jurisdictions may have broad consumer protection mandates that could result in the promulgation and interpretation of rules and regulations that may affect our business. Anti-MoneyLaundering,Counter-TerroristFinancing,andSanctions PayPal is subject to anti-money laundering (“AML”) laws and regulations in the U.S. and other jurisdictions, as well as laws designedtopreventtheuseofthefinancialsystemstofacilitateterroristactivities.Our AML programis designedto prevent our paymentsplatform from being used to facilitate money laundering, terrorist financing, and other illicit activities, or to do 10 •2022AnnualReport

PARTI Item1. Business business in countries or with persons and entities included on designated country or person lists promulgated by the U.S. Department of the Treasurys Office of Foreign Assets Controls and equivalent authorities in other countries. Our AML and sanctions compliance programs, overseen by our AML/Bank Secrecy Act Officer, are composed of policies, procedures, and internal controls, and are designed to address these legal and regulatory requirements and assist in managing money launderingandterroristfinancingrisks. InterchangeFees Interchange fees associated with four-party payments systems are being reviewed or challenged in various jurisdictions. For example, in the EU, the Multilateral Interchange Fee Regulation caps interchange fees for credit and debit card payments and provides for business rules to be complied with by any company dealing with payment card transactions, including PayPal. As a result, the fees that we collect in certain jurisdictions may become the subject of regulatory challenge. ANNU DataProtectionandPrivacy AL Weare subject to a number of laws, rules, directives, and regulations (“privacy and data protection laws”) relating to the REPOR collection, use, retention, security, processing, and transfer (collectively, “processing”) of personally identifiable information about our customers, our merchants customers, and employees (“personal data”) in the countries where we operate. Our T businessrelies on the processingof personal data in many jurisdictions and the movement of data across national borders. As a result, much of the personal data that we process, which may include certain financial information associated with individuals, is subject to one or more privacy and data protection laws in one or more jurisdictions. In many cases, these laws apply not only to third-party transactions, but also to transfers of information between or among us, our subsidiaries, andotherpartieswithwhichwehavecommercialrelationships. Regulatory scrutiny of privacy, data protection, cybersecurity practices, and the processing of personal data is increasing around the world. Regulatory authorities are continuously considering numerous legislative and regulatory proposals and interpretive guidelines that may contain additional privacy and data protection obligations. Many jurisdictions in which we operate have adopted, or are in the process of adopting, or amending data privacy legislation or regulation aimed at creating and enhancing individual privacy rights. In addition, the interpretation and application of these privacy and data protection laws in the U.S., Europe, and elsewhere are subject to change and may subject us to increased regulatory scrutiny and businesscosts. Anti-corruption PayPal is subject to applicable anti-corruption laws, such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act, andsimilar laws in the jurisdictions in which we operate. Anti-corruption laws generally prohibit offering, promising, giving, accepting, or authorizing others to provide anything of value, either directly or indirectly, to or from a government official or private party in order to influence official action or otherwise gain an unfair business advantage, such as to obtain or retain business. We have implemented policies, procedures, and internal controls that are designed to comply with these laws andregulations. AdditionalRegulatoryDevelopments Various regulatory agencies continue to examine and implement laws governing a wide variety of issues, including virtual currencies, identity theft, account management guidelines, disclosure rules, cybersecurity, competition, and marketing, which may impact PayPals business. Certain governments around the world are adopting laws and regulations pertaining to ESG performance, transparency, and reporting, including those related to general corporate ESG disclosures (e.g., the EU Corporate Sustainability Reporting Directive) as well as topical reporting and risk management requirements, such as obligationsrelatedto the managementofclimate-relatedrisks. For an additional discussion on governmental regulation affecting our business, please see “Item 1A. Risk Factors” and “Item3.LegalProceedings”includedinthisForm10-K. HumanCapital At PayPal, we consider the management of our global talent (human capital) to be essential to the ongoing success of our business. As of December31, 2022, we employedapproximately29,900peopleglobally,with44% in theAmericas,43% in Asia-Pacific, and 13% in Europe and the Middle East. Our global employees work predominantly full-time and represent nearly 150 nationalities, across 27 countries, including approximately11,800 located in the U.S. •2022AnnualReport 11

PARTI Item1. Business Attracting, recruiting, developing, and retaining diverse talent enables us to provide our customers with products and services that help them to thrive in the global economy, and serve our other stakeholders. In 2022, we developed 12 leadership principles based on our four core values that establish a common set of expectations for all employees. We began integrating these principles across our global talent strategy to help shape our programs throughout the employee lifecycle and achieve key business priorities. We also remain focused on promoting the physical, mental, and financial wellnessofouremployees,particularlyasourworkforcecontinuestonavigatechangesinwhereandhowwework. EmployeeEngagement We use employee feedback to directly inform the ongoing development of our employee programs. In addition to administering an annual survey to gather input from our global workforce, we also conducted specific surveys to gather direct employee feedback on our internal communications approach and evolving workplace preferences. For our 2022 annual employee survey, we heard from 83% of our global employees. Our engagement score, which reflects employees that would recommend PayPal to their peers and/or are happy at PayPal was 79%. Our score measuring intent to stay was 78%, which reflects an employees expectation to remain employed with the company in two years. Additionally, we observed improvements in employee scores regarding collaboration and manager support. In 2022, we enhanced our survey to incorporate viewpoints on the employee experience, diversity, inclusion, equity, and belonging (“DIE&B”) efforts, andourleadershipprinciples,including specific questions on working style and strategic direction. The detailed scores are shared across the organization and analyzed to understand differences by geography, demographics, business function, andjoblevel,andtohelpidentifyopportunitiesforfurtherimprovement. Talent Acquisition, Development,andRetention Asaleadingtechnologyplatformthatenablesdigitalpaymentsandsimplifiescommerceexperiences,wecompetefortop global talent around the world. We believe that a strong culture focused on employee experiences that enables advancement,learning,and individual career insights is essential to the successful acquisition, development, and retention of diverse talent. Accordingly, we have implemented programs focused on inclusive hiring practices and extending our talent pipeline through targeted partnerships, reimagined our career development program for individuals and managers, extended individual coaching and mentorship programs (particularly for underrepresented and technical talent), and advancedeffortsforemployeestogrowthroughself-pacedandcommunitylearningexperiences. EmployeeWellness Weremainfocusedonpromotingtheholisticwell-beingofouremployees,includingresources,programs,andservicesto support our employees physical, mental, and financial wellness. In 2022, our initiatives included extending our Global 12 •2022AnnualReport

PARTI Item1. Business Wellness Days for all employees to take time to rest and recharge, providing resources, trainings, and workshops to foster emotionalwell-being,preservingworkplaceflexibility through Crisis Leave and other programs, and strategicallyextending employee benefits to additional global markets. We also continued our efforts to strengthen employee financial wellness, including offering individual employee financial coaching, promoting the prioritization of employee financial health across the private sector through the Worker Financial Wellness Initiative, and improving our internal measurement and evaluation approaches to identify targeted opportunities for further enhancements. Through our global community impact program, wesupportour employees individual passions and communities by matching eligible employee donations and volunteer timewithnon-profitorganizationsupto$2,500annuallyperemployee. Diversity, Inclusion, Equity, and Belonging We believe that fostering DIE&B is critical to our global talent strategy and pivotal to building a culture that embraces individual characteristics, values diversity, minimizes barriers, and enhances feelings of security and support across the workplace. We are committed to equal pay for equal work, promoting enterprise-wideinclusive learning opportunities, and ANNU partnering with leading organizations to embed DIE&B considerations into our talent strategy. We believe that our strong commitment to DIE&B is evident at all levels of the organization from our Board of Directors to our executive leadership AL teamtoourglobalworkforce.AsofDecember31,2022,50%ofourBoardand64%ofourseniorleadershipteamidentified REPOR as women and/or from a diverse ethnic group. Across our workforce, we reached 56% overall diverse workforce representation, including 44% global gender diversity (inclusive of self-identified women and non-binary employees), and T 54%U.S. ethnic diversity, as of December 31, 2022. Additional U.S. workforce diversity metrics can be found in our public EEO-1reportsandannualGlobalImpactReportavailableathttps://about.pypl.com/values-in-action/reporting/default.aspx. Workforce representation is only one aspect of our broader DIE&B strategy. Through the leadership of our Global Head of DIE&BanddedicatedDIE&Bteam,alongwithfunctionalcollaborationandaccountability,wearefocusedonstrengthening existing efforts and piloting new initiatives to promote an inclusive culture. In 2022, we continued our support for underrepresented communities and employees through activities such as enhanced strategic partnerships, new learning modules to promote effective sponsorship and inclusive performance management, and new tools and resources to incorporate DIE&B considerations across the business. We continue to evaluate DIE&B progress across the company and as part of the individual performance assessment under our 2022 annual incentive plan for our senior executives. In addition, we empower eight employee resource groups to promote community and belonging for employees that identify as Black, Latinx/Hispanic, women, interfaith, veterans, LGBTQ+, Asian, and disabled persons and their allies. These groups drive ongoing employee engagement around the world for all employees, regardless of background, to support and championtheirpeersandrelatedcauses. OurEvolvingWorkplace We remain focused on creating a culture of flexibility and community by designing ways to collaborate across diverse workplace models, whether working virtually, on-site, or using a hybrid approach. We empower functional leadership to determine the most appropriate workplace strategy for their teams to optimize employee productivity and engagement and deliver on business priorities. Across PayPal, we are focused on providing tools and resources to support our diverse anddistributedteams.Webelievethisflexibleapproachhasbroadenedourpotentialglobaltalentpools. As part of our annual ESG reporting, we provide additional information on our global talent strategy, including detailed representationmetrics,in our Global ImpactReport. AvailableInformation Theaddressofourprincipalexecutiveofficesis PayPalHoldings,Inc.,2211 North First Street,San Jose, California 95131. Our websiteis locatedat www.paypal.com,andourinvestorrelationswebsiteislocatedathttps://investor.pypl.com.Fromtime to time, we may use our investor relations site and other online and social media channels, including the PayPal Newsroom (https://newsroom.paypal-corp.com/), Twitter handles (@PayPal and @PayPalNews), LinkedIn page (https:// www.linkedin.com/company/paypal),Facebookpage(https://www.facebook.com/PayPalUSA/),YouTubechannel(https:// www.youtube.com/paypal), Dan Schulmans LinkedIn profile (https://www.linkedin.com/in/dan-schulman/), Gabrielle RabinovitchsLinkedIn profile (https://www.linkedin.com/in/gabriellerabinovitch/),Dan Schulmans Facebook page (https:// www.facebook.com/DanSchulmanPayPal/), and Dan Schulmans Instagram page (https://www.instagram.com/ dan_schulman/) as a means of disclosing information about the Company, including information which could be deemed to be material to investors. Our Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendmentsto those reports are available free of charge on our investor relations website as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov. The content of our websites and information we may post on, provide to, or accessible through online and social media •2022AnnualReport 13

PARTI Item1. Business channels, including those mentioned above, are not incorporated by reference into this Form 10-K or in any other report or documentwefilewiththeSEC,andanyreferencestoourwebsitesoronlineandsocialmediachannelsareintendedtobe inactive textual referencesonly. Item1A.RiskFactors Youshouldcarefullyconsidertherisks and uncertaintiesdescribedbelow, in addition to other informationappearingin this Form10-K, including our consolidated financial statements and related notes, for important information regarding risks and uncertainties that could affect us. These risk factors do not identify all risks we face, and additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business. If any of the following risks actually occur, our business, financial condition, results of operations, future prospects,andthetradingpriceofourcommonstockcouldbemateriallyandadverselyaffected. CybersecurityandTechnologyRisks Cyberattacksandsecurityvulnerabilitiescouldresultinseriousharmtoourreputation,business, andfinancialcondition. The techniques used to attempt to obtain unauthorized or illegal access to systems and information (including customers personal data), disable or degrade service, exploit vulnerabilities, or sabotage systems are constantly evolving. In some circumstances, these attempts may not be recognized or detected until after they have been launched against a target. Unauthorized parties will continue to attempt to gain access to our systems or facilities through various means, including throughhackingintooursystemsorfacilitiesorthoseofourcustomers,partners,orvendors,andattemptingtofraudulently induce users of our systems (including employees, vendor and partner personnel and customers) into disclosing user names, passwords, payment card information, multi-factor authentication application access or other sensitive information used to gain access to such systems or facilities. This information may, in turn, be used to access our customers confidential personal or proprietary information and financial instrument data that are stored on or accessible through our information technology systems and those of third parties with whom we partner. This information may also be used to execute fraudulent transactions or otherwise engage in fraudulent actions. Numerous and evolving cybersecurity threats, including advanced and persisting cyberattacks, cyberextortion, distributed denial-of-service attacks, ransomware, spear phishing and social engineering schemes, the introduction of computer viruses or other malware, and the physical destruction of all or portions of our information technology and infrastructure and those of third parties with whom we partner, are becoming increasingly sophisticated and complex, may be difficult to detect, and could compromise the confidentiality, availability, and integrity of the data in our systems, as well as the systems themselves. Webelieve that cybercriminals may target PayPal due to our name, brand recognition, types of data (including sensitive payments- and identity-related data) that customers provide to us, and the widespread adoption and use of our products andservices.Wehaveexperiencedfromtimetotime,andmayexperienceinthefuture,breachesofoursecuritymeasures due to human error, deception, malfeasance, insider threats, system errors, defects, vulnerabilities, or other irregularities. For example, in November 2017, we suspended the operations of TIO Networks (“TIO”) (acquired in July 2017) as part of an investigation of security vulnerabilities of the TIO platform, and in December 2017, we announced that we had identified evidence of unauthorized access to TIOs network and the potential compromise of personally identifiable information for approximately1.6 million TIO customers. Anycyberattacksor data security breaches affecting the information technology or infrastructure of companies we acquire or of our customers, partners, or vendors (including data center and cloud computing providers) could have similar negativeeffects. Under payment card network rules and our contracts with our payment processors, if there is a breach of payment card information stored by us or our direct payment card processing vendors, we could be liable to the payment card issuing banks, including for their cost of issuing new cards and related expenses. Cybersecurity breaches and other exploited security vulnerabilities could subject us to significant costs and third-party liabilities, result in improper disclosure of data and violations of applicable privacy and other laws, require us to change our business practices, cause us to incur significant remediation costs, lead to loss of customer confidence in, or decreased use of, our products and services, damage our reputation and brands, divert the attention of management from the operation of our business, result in significant compensation or contractual penalties from us to our customers and their business partners as a result of losses to or claims by them, or expose us to litigation, regulatory investigations, and significant fines and penalties. While we maintain insurance policies intended to help offset the financial impact we may experience from these risks, our coverage may be insufficient to compensate us for all losses caused by security breaches and other damage to or unavailability of oursystems. 14 •2022AnnualReport

PARTI Item1A.RiskFactors Businessinterruptionsorsystemsfailuresmayimpairtheavailabilityofourwebsites,applications, productsorservices,orotherwiseharmourbusiness. Oursystemsandoperationsandthoseofourserviceprovidersandpartnershaveexperiencedfromtimeto time,andmay experiencein the future, business interruptions or degradationof service because of distributeddenial-of-serviceand other cyberattacks, insider threats, hardware and software defects or malfunctions, human error, earthquakes, hurricanes, floods, fires, and other natural disasters, public health crises (including pandemics), power losses, disruptions in telecommunications services, fraud, military or political conflicts, terrorist attacks, computer viruses or other malware, or other events. The frequency and intensity of weather events related to climate change are increasing,which could increase the likelihood and severity of such disasters as well as related damage and business interruption. Our corporate headquarters are located in the San Francisco Bay Area, a seismically active region in California. A catastrophic event that could lead to a disruption or failure of our systems or operations could result in significant losses and require substantial recoverytime and significant expendituresto resume or maintain operations. Further, some of our systems, including those ANNU of companies that we have acquired, are not fully redundant and any failure of these acquired systems, including due to a catastrophic event, may lead to operational outages or delays. While we engage in disaster recovery planning and testing AL intended to mitigate risks from outages or delays, our planning and testing may not be sufficient for all possible outcomes REPOR or events. As a provider of payments solutions, we are also subject to heightened scrutiny by regulators that may require specific business continuity, resiliency and disaster recovery plans, and rigorous testing of such plans, which may be costly and time-consuming to implement, and may divert our resources from other business priorities. Any of the foregoing risks T couldhaveamaterialadverseimpactonourbusiness,financialcondition,andresultsofoperations. Wehaveexperienced,and expect to continue to experience, system failures, cyberattacks, unplanned outages, and other events or conditions from time to time that have and may interrupt the availability, or reduce or adversely affect the speed or functionality, of our products and services and result in loss of revenue. A prolonged interruption of, or reduction in, the availability, speed, or functionality of our products and services could materially harm our business. Frequent or persistent interruptions in our services could permanently harm our relationship with our customers and partners and our reputation. If anysystemfailureorsimilareventresultsin damagetoourcustomersortheirbusinesspartners,theycouldseeksignificant compensation or contractual penalties from us for their losses. These claims, even if unsuccessful, would likely be time- consumingandcostlyforustoaddress. We continue to undertake system upgrades and re-platforming efforts designed to improve the availability, reliability, resiliency, and speed of our payments platform. These efforts are costly and time-consuming, involve significant technical complexity and risk, may divert our resources from new features and products, and may ultimately not be effective. Frequentorpersistentsite interruptionscould lead to regulatory scrutiny, significant fines and penalties, and mandatory and costly changes to our business practices, and ultimately could cause us to lose existing licenses that we need to operate or preventor delay us from obtainingadditionallicensesthat may be requiredfor our business. Wealsorely on facilities, components, applications, software, and services supplied by third parties, including data center facilities and cloud data storage and processing services. From time to time, we have experienced interruptions in the provision of such facilities and services provided by these third parties. If these third parties experience operational interference or disruptions (including a cybersecurity incident), fail to perform their obligations, or breach their agreements with us, our operations could be disrupted or otherwise negatively affected, which could result in customer dissatisfaction, regulatory scrutiny, and damage to our reputation and brands, and materially and adversely affect our business. While we maintain insurance policies intended to help offset the financial impact we may experience from these risks, our coverage may be insufficient to compensate us for all losses caused by interruptions in our service due to systems failures and similar events. In addition, any failure to successfully implement new information systems and technologies,or improvementsor upgrades to existing information systems and technologiesin a timely manner could adverselyimpact our business,internal controls, results of operations, and financial condition. If we cannot keep pacewithrapidtechnologicaldevelopmentstoprovidenewandinnovative productsandservices,theuseofourproductsandservicesand,consequently,ourrevenues,could decline. Rapid, significant, and disruptive technological changes impact the industries in which we operate, including payment technologies (including real-time payments, payment card tokenization, virtual currencies, distributed ledger and blockchain technologies, and proximity payment technology such as Near Field Communication and other contactless payments); internet browser technologies, that enable users to easily store their payment card information for use on any retail or e-commerce website; artificial intelligence and machine learning; developments in technologies supporting our regulatoryandcomplianceobligations;andin-store,digital,andsocialcommerce. •2022AnnualReport 15

PARTI Item1A.RiskFactors Weexpect that new technologies applicable to the industries in which we operate will continue to emerge and may be superior to, or render obsolete, the technologies we currently use in our products and services. We cannot predict the effects of technological changes on our business, which technological developments or innovations will become widely adopted, and how those technologies may be regulated. Developing and incorporating new technologies into new and existing products and services may require significant investment, take considerable time, and may not ultimately be successful.Werelyinpartonthirdparties,includingsomeofourcompetitors,forthedevelopmentofandaccesstonewor evolving technologies.These third parties may restrict or prevent our access to, or utilization of, those technologies, as well as their platforms or products. Our ability to develop, provide or incorporate new technologies and adapt our existing products and services or develop future and new products and services using new technologies may be limited or restricted by industry-wide standards, platform providers, payments networks, changes to laws and regulations, changing customer expectations, third-party intellectual property rights, and other factors. If we are unable to develop and incorporate new technologies and adapt to technological changes and evolving industry standards in a timely or cost- effective manner, our businesscould be harmed. Legal,RegulatoryandComplianceRisks Ourbusinessissubjecttoextensivegovernmentregulationandoversight.ourfailuretocomply withextensive,complex,overlapping,andfrequentlychangingrules,regulations,andlegal interpretations could materially harm our business. Our business is subject to complex and changing laws, rules, regulations, policies, and legal interpretations in the markets in which we offer services directly or through partners, including those governing: banking, credit, deposit taking, cross- border and domestic money transmission, prepaid access, foreign currency exchange, privacy, data protection, data governance, cybersecurity, banking secrecy, digital payments, cryptocurrency, payment services (including payment processing and settlement services), fraud detection, consumer protection, antitrust and competition, economic and trade sanctions,anti-moneylaundering,andcounter-terroristfinancing. Regulators globally are increasingly exercising regulatory authority, oversight, and enforcement in a manner that impacts our business. Further, as we introduce new products and services and expand into new markets (including through acquisitions) and expand and localize our international activities, we expect to become subject to additional regulations, restrictions, and licensing requirements. In addition, because we facilitate sales of goods and provide services to customersworldwide,oneormorejurisdictionsmayclaimthatweorourcustomersarerequiredtocomplywiththeirlaws, whichmayimposedifferent,morespecific,orconflictingobligationsonus,aswellasbroaderliability. Any failure or alleged failure to comply with existing or new laws, regulations, or orders of any government authority (including changes to their interpretation) may subject us to significant fines and penalties, criminal and civil lawsuits, forfeiture of significant assets, and enforcement actions; result in additional compliance and licensure requirements; cause us to lose existing licenses or prevent or delay us from obtaining additional licenses that may be required for our business; increase regulatory scrutiny of our business; restrict or cease our operations; force us to make changes to our business practices, products or operations; lead to increased friction for customers; require us to engage in remediation activities; delay planned transactions, product launches or other activities, or divert managements time and attention from our business. The complexity of United States (“U.S.”) federal and state and international regulatory and enforcement regimes, coupled with the global scope of our operations and the evolving global regulatory environment, could result in one or more events prompting a large number of overlapping investigations and legal and regulatory proceedings by multiple government authorities in different jurisdictions. While we have implemented policies and procedures designed to help ensure compliance with applicable laws and regulations, there can be no assurance that our employees, contractors, and agents will not violate such laws and regulations. Any of the foregoing could, individually or in the aggregate, harm our reputation, damageourbrandsandbusiness,andadverselyaffectourresultsofoperationsandfinancialcondition. PaymentsRegulation In the U.S., PayPal, Inc. (a wholly-owned subsidiary) holds licenses to operate as a money transmitter (or its equivalent) in the states where such licenses are required, as well as in the District of Columbia and certain territories. If we fail to comply with applicable laws or regulations required to maintain our licenses, we could be subject to liability and/or additional restrictions, forced to cease doing business with residents of certain states or territories, forced to change our business practices, or required to obtain additional licenses or regulatory approvals, which could impose substantial costs and harm ourbusiness. While we currently allow our customers to send payments from approximately 200 markets, we allow customers in only approximatelyhalf of those markets(includingthe U.S.) to also receive payments,in some caseswith significantrestrictions onthemannerinwhichcustomerscanholdbalancesorwithdrawfunds.Theserestrictionsmaylimitourabilitytogrowour business. 16 •2022AnnualReport

PARTI Item1A.RiskFactors OutsideoftheU.S.,weprincipallyprovideourservicestocustomersintheEuropeanEconomicArea(“EEA”)andtheUnited Kingdom(“U.K.”) through PayPal (Europe), our wholly-ownedsubsidiarythat is licensed and subject to regulation as a credit institution in Luxembourg. PayPal (Europe) may be subject to enforcement actions and significant fines if it violates applicable requirements. Additionally, compliance with applicable laws and regulations could become more costly and operationally difficult to manage due to potentially inconsistent interpretations and domestic regulations by various countries in the region. Applicable regulation relating to payments, anti-money laundering and digital services, which are key focus areas of regulators and subject to extensive new regulation, could subject us to additional and complex obligations, risks and associated costs. If the business activities of PayPal (Europe) exceed certain thresholds, or if the European Central Bank (“ECB”) so determines, PayPal (Europe) may be deemed a significant supervised entity and certain activities of PayPal (Europe) would become directly supervised by the ECB, rather than by the Luxembourg Commission de Surveillance du Secteur Financier, which could subject us to additional requirementsand would likely increase compliance costs. PayPal (Europe) is also subject to regulation by the ECB under the oversight framework for electronic payment instruments,schemesandarrangements(PISA),whichmayalsoleadtoincreasedcomplianceobligationsandcosts. ANNU In manyoftheothermarketsoutsidetheU.S.inwhichwedobusiness,weserveourcustomersthroughPayPalPte.Ltd.,our wholly-ownedsubsidiarybasedinSingapore.PayPalPte.Ltd.issupervisedbytheMonetaryAuthorityofSingapore(“MAS”). AL ThePaymentServicesActcameintoeffectinSingaporeinJanuary2020.PayPalPte.Ltd.hassubmittedanapplicationfora REPOR Major Payment Institution license to the MAS to continue to provide payments services, and is operating under an exemptionfromholdingalicensewithina statutorytransition period while the application is pending. Upon PayPal Pte. Ltd. T obtaining this license, we will be required to comply with new regulatory requirements, which will result in increased operationalcomplexityandcostsforourSingaporeandinternationaloperations. In many of the markets outside the U.S. (other than Singapore) served by PayPal Pte. Ltd. or by local branches or subsidiaries subject to local regulatory supervision or oversight, as the case may be, there may be uncertainty whether our Singapore-based service is subject only to Singapore law or also to other local laws, and whether such local laws might require a paymentprocessorlikeustobelicensedasapaymentsservice,bank,financialinstitution,orotherwise. There are substantial costs and potential product and operational changes involved in maintaining and renewing licenses, certifications, and approvals, and we could be subject to enforcement actions, fines, and litigation if we are found to violate any of these requirements. There can be no assurance that we will be able to (or decide to) continue to apply for or obtain any licenses, renewals, certifications, and approvals in any jurisdiction. In certain markets, we may need to rely on local banks or other partners to process payments and conduct foreign currency exchange transactions in local currency, and local regulators may use their authority over such local partners to prohibit, restrict, or limit us from doing business. Any of the foregoing could, individually or in the aggregate, result in substantial additional costs, delay or preclude planned transactions, product launches or improvements, require significant and costly operational changes, impose restrictions, limitations, or additional requirements on our business, products and services, or prevent or limit us from providing our productsorservicesinagivenmarket. CryptocurrencyRegulationandRelatedRisks Our current and planned customer cryptocurrency offerings could subject us to additional regulations, licensing requirements, or other obligations. Within the U.S., we are regulated by the New York Department of Financial Services as a virtual currency business, which does not qualify us to engage in securities brokerage or dealing activities. The regulatory status of particular cryptocurrencies is unclear under existing law. For example, if the SEC were to assert that any of the cryptocurrencies we support are securities, the SEC could assert that our activities involving that cryptocurrency require securities broker-dealer registration or other obligations under the federal securities laws. The rapidly evolving regulatory landscape with respect to cryptocurrency may subject us to additional licensing and regulatory obligations or to inquiries or investigations from the SEC, other regulators and governmental authorities, and require us to make product changes, restrict or discontinue product offerings, implement additional and potentially costly controls, or take other actions. If we fail to comply with regulations, requirements, prohibitions or other obligations applicable to us, we could face regulatory or otherenforcementactions,potentialfines,andotherconsequences. Weholdourcustomerscryptocurrencyassetsthrougha third-partycustodian.Financial and third-party risks related to our customer cryptocurrency offerings, such as inappropriate access to, theft, or destruction of cryptocurrency assets held by our custodian,insufficient insurance coverageby the custodianto reimburseus for all such losses, the custodiansfailure to maintain effective controls over the custody and settlement services provided to us, the custodians inability to purchase or liquidate cryptocurrency holdings, and defaults on financial or performance obligations by the custodian, or counterparty financial institutions, could expose our customers and us to loss, and therefore significantly harm our business, financial performance,andreputation. We have selected a custodian partner, and may in the future select additional custodian partners, that are subject to regulatory oversight, capital requirements, maintenance of audit and compliance industry certifications, and cybersecurity procedures and policies. Nevertheless, operational disruptions at any such custodian, or such custodians failure to •2022AnnualReport 17

PARTI Item1A.RiskFactors safeguard cryptocurrency holdings could result in losses of customer assets, expose us to customer claims, reduce consumerconfidenceandmateriallyimpactouroperatingresultsandourcryptocurrencyproductofferings. Custodial arrangements to safeguard cryptocurrency assets involve unique risks and uncertainties in the event of the custodians bankruptcy. While other types of assets and some custodied cryptocurrencies have been deemed not to be part of the custodians bankruptcy estate under various regulatory regimes, bankruptcy courts have not yet definitively determinedtheappropriatetreatmentof custodialholdings of digital assets in a bankruptcy proceeding.In the event of our custodians bankruptcy, the lack of precedent and the highly fact-dependent nature of the determination could delay or preclude the return of custodied cryptocurrency assets to us or to our customers. Although, we contractually require our custodian to segregate our customer assets and not commingle them with proprietary or other assets, we cannot be certain that these contractual obligations, even if duly observed by the custodian, will be effective in preventing such assets from being treated as part of the custodians estate under bankruptcy or other insolvency law. In that event, our claim on behalf of such customers against the custodians estate for our customers cryptocurrency assets could be treated as a general unsecured claim against the custodian, in which case our customers could seek to hold us liable for anyresultinglosses. In addition, our cryptocurrency product offerings could have the effect of heightening or exacerbating many of the risk factors describedin this “Risk Factors” section. LendingRegulation WeholdanumberofU.S.statelendinglicensesforourU.S.consumershort-terminstallmentloanproduct,whichissubject to federal and state laws governing consumer credit and debt collection. While the consumer short-term installment loan products that we offer outside the U.S. are generally exempt from primary consumer credit legislation, certain consumer lending laws, consumer protection or banking transparency regulations continue to apply to these products. Increased global regulatory focus on short-term installment products and consumer credit more broadly could result in laws or regulations requiring changes to our policies, procedures, operations, and product offerings, and restrict or limit our ability to offer credit products, and we could be subject to enforcement action, fines, and litigation if we are found to violate any aspectsofapplicablelaworregulations. ConsumerProtection Violations of federal and state consumer protection laws and regulations, including the Electronic Fund Transfer Act (“EFTA”) and Regulation E as implemented by the Consumer Financial Protection Bureau (“CFPB”), could result in the assessmentof significant actual damages or statutory damages or penalties (including treble damages in some instances) and plaintiffs attorneys fees. We are subject to, and have paid amounts in settlement of, lawsuits containing allegations that our business violated the EFTA and Regulation E or otherwise advance claims for relief relating to our business practices(e.g., that we improperly held consumerfunds or otherwiseimproperlylimitedconsumeraccounts). In addition, the CFPB, pursuant to its market-monitoring authority, may require us to provide extensive information on our products and offerings from time to time. In 2021, we received separate orders from the CFPB pursuant to such market- monitoring authority requiring us to provide, among other items, extensive information on our payment products, including with respect to the collection, use of, and access to data and consumer protections, as well as our Buy Now, Pay Later offerings. PayPal principally offers its services in the EEA countries through a “passport” notification process through PayPal (Europe)s Luxembourg regulator to regulators in other EEA member states in accordance with European Union (“EU”) regulations, as well as in the U.K. through the Temporary Permissions Regime. Regulators in these countries could notify us of and seek to enforce local consumer protection laws that apply to our business, in addition to Luxembourg consumer protection laws, or seek to persuade the local regulator to order PayPal to conduct its activities in the local country directly or through a branch office. These or similar actions by these regulators could impose additional obligations and costs and impactourabilitytoexpandourbusinessinEuropeandtheU.K. Anti-MoneyLaunderingandCounter-TerroristFinancing;EconomicandTradeSanctions Regulatorsglobally continue to increase standardsand expectationsregardinganti-moneylaunderingandcounter-terrorist financing, and to expand the scope of existing laws and regulations to emerging products and markets, which may require us to further revise or expand our compliance program globally and/or in specific jurisdictions, including the procedures weusetoverify the identity of our customers and to monitor international and domestic transactions. Such changes could have the effect of making compliance more costly and operationally difficult to manage, lead to increased friction for customers, and result in a decrease in business. Regulators regularly re-examine the transaction volume thresholds at which we must obtain and keep applicable records or the circumstances in which we must verify identities of customers, andanychangetosuchobligationscouldresultingreatercompliancecostsandimpactourbusiness.Wearealsorequired 18 •2022AnnualReport

PARTI Item1A.RiskFactors to comply with economic and trade sanctions administered by the U.S., the EU and its member states, the U.K., and other jurisdictions in which we operate. Non-compliance with anti-money laundering laws and regulations or economic and trade sanctions may subject us to significant fines, penalties, lawsuits, and enforcement actions, result in regulatory sanctionsandadditionalcompliancerequirements,increaseregulatoryscrutinyof our business,restrictour operations,and damage our reputation and brands. Our compliance history may be considered by OFAC and other regulators as part of anypotentialfutureinvestigationof our sanctionsregulation. PrivacyandProtectionofCustomerData Thelegal and regulatory environment relating to privacy and data protection laws continues to develop and evolve in ways we cannot predict, including with respect to technologies such as cloud computing, artificial intelligence, machine learning, cryptocurrency,and blockchaintechnology.Any failure or alleged failure by us to comply with our privacy policies as communicatedto customers or with privacy and data protection laws could result in proceedings or actions against us by data protection authorities, other government agencies, or others, which could subject us to significant fines, penalties, ANNU judgments, and negative publicity, require us to change our business practices, increase the costs and complexity of compliance, result in reputational harm, and materially harm our business. Compliance with inconsistent privacy and data AL protectionlawsmayalsorestrictorlimitourabilitytoprovideproductsandservicestoourcustomers. REPOR PayPal relies on a variety of compliance methods to transfer personal data of EEA individuals to the U.S., including Binding Corporate Rules for internal transfers of certain types of personal data and Standard Contractual Clauses (“SCCs”) as T approved by the European Commission for transfers to and from third parties. In June 2021, the European Commission imposed new SCC requirements which impose certain contract and operational requirements on PayPal, its merchants, and vendors to adhere to certain affirmative duties, including requirements related to government access transparency, enhanced data subject rights, and broader third-party assessments to ensure safeguards necessary to protect personal dataexportedfromPayPalsEEAcustomersand/oremployeestocountriesoutsidetheEEA.TotheextentwerelyonSCCs, we will potentially need to enter into new contractual arrangements reflecting the updated SCC requirements to avoid limitations on PayPals ability to process EEA data in countries outside of the EEA. Manyjurisdictions in which we operate globally have enacted, or are in the process of enacting, data privacy legislation or regulations aimed at creating and enhancing individual privacy rights. For example, numerous U.S. states have enacted or are in the process of enacting state level data privacy laws and regulations governing the collection, use, and retention of their residents personal information. The continued proliferation of privacy laws in the jurisdictions in which we operate is likely to result in a disparate array of privacy rules with unaligned or conflicting provisions, accountability requirements, individual rights, and national or local enforcement powers, which may subject us to increased regulatory scrutiny and businesscosts,andcouldleadtounintendedconsumerconfusion. Wearesubjecttoregulatoryscrutinyandmaybesubjecttolegalproceedingsunderantitrustand competitionlaws. Wearesubjecttoscrutinyby various governmentagenciesregardingantitrust and competitionlaws and regulations in the U.S. and internationally, including in connection with proposed or implemented business combinations, acquisitions, investments, partnerships, commercial agreements and business practices. Some jurisdictions also provide private rights of action for competitors or consumers to assert claims of anticompetitive conduct. Companies and government agencies havein the past alleged, and may in the future allege, that our actions violate the antitrust or competition laws in the U.S. or other jurisdictions in which we operate or otherwise constitute unfair competition, or that our products and services are used so broadly that otherwise uncontroversial business practices could be deemed anticompetitive. Any claims or investigations, even if without merit, may be costly to defend or respond to, involve negative publicity, and cause substantial diversion of managements time and effort, and could result in reputational harm, significant judgments, fines and other remedial actions against us, require us to change our business practices, make product or operational changes, or delay or precludeplannedtransactions,productlaunchesorimprovements. Weareregularlysubjecttogenerallitigation,regulatoryscrutiny,andgovernmentinquiries. Weareregularlysubjectto claims, individual and class action lawsuits, arbitration proceedings, government and regulatory investigations, inquiries, actions or requests, and other proceedings alleging violations of laws, rules, and regulations with respectto competition, antitrust, intellectual property, privacy, data protection, information security, anti-money laundering, counter-terrorist financing, sanctions, anti-bribery, anti-corruption, consumer protection (including unfair, deceptive, or abusive acts or practices), fraud, accessibility, securities, tax, labor and employment, commercial disputes, services, charitable fundraising, contract disputes, escheatment of unclaimed or abandoned property, product liability, use of our services for illegal purposes, the matters described in “Note 13—Commitments and Contingencies—Litigation and Regulatory Matters—General Matters” to our consolidated financial statements, and other matters. The number and •2022AnnualReport 19

PARTI Item1A.RiskFactors significance of these disputes and inquiries is expected to continue to increase as our products, services, and business expand in complexity, scale, scope, and geographic reach, including through acquisitions of businesses and technology. Investigations and legal proceedings are inherently uncertain, expensive and disruptive to our operations, and could result in substantial judgments, fines, penalties or settlements, negative publicity, substantial diversion of managements time and effort, reputational harm, criminal sanctions, or orders that prevent or limit us from offering certain products or services; require us to change our business practices in costly ways, develop non-infringing or otherwise altered products or technologies, or pay substantial royalty or licensing fees; or delay or preclude planned transactions or product launches or improvements. Determining legal reserves or possible losses from such matters involves significant estimates and judgmentsandmaynotreflectthefullrangeofuncertaintiesandunpredictableoutcomes.Wemaybeexposedtolossesin excess of the amount recorded, and such amounts could be material. If any of our estimates and assumptions change or prove to have been incorrect, this could have a material adverse effect on our business, financial position, results of operations,or cashflows. Third parties may allege that we are infringingtheir patents and other intellectual property rights. Wearefrequentlysubjectto litigation based on allegations of infringement or other violations of intellectual property rights. Intellectual property infringement claims against us may result from, among other things, our expansion into new business areas, including through acquisitions of businesses and technology, or new or expanded products and services and their convergence with technologies not previously associated with areas related to our business, products, and services. The ultimate outcome of any allegation or claim is often uncertain and any such claim, with or without merit, may be time- consuming to defend, result in costly litigation, divert managements time and attention from our business, result in reputational harm, and require us to, among other things, redesign or stop providing our products or services, pay substantial amountsto settle claims or lawsuits, satisfy judgments, or pay substantial royalty or licensing fees. Wemaybeunabletoprotectorenforceourintellectualproperty. Theprotectionof our proprietaryrights, including our trademarks,copyrights,domain names, trade dress, patentsand trade secrets, is important to the success of our business. Effective protection of our proprietary rights may not be available in every jurisdiction in which we offer our products and services. Although we have generally taken measures to protect our intellectual property, there can be no assurance that we will be successful in protecting or enforcing our rights in every jurisdiction, that our contractual arrangements will prevent or deter third parties from infringing or misappropriating our intellectual property, or that third parties will not independently develop equivalent or superior intellectual property rights. Wemayberequiredtoexpendsignificanttime and resourcesto prevent infringement and enforce our rights, and we may beunabletodiscoveror determinethe extent of any unauthorized use of our proprietary rights. If we are unable to prevent third parties from infringing or otherwise violating our proprietary rights, the uniqueness and value of our products and services could be adversely affected, the value of our brands could be diminished, and our business could be adversely affected. We expect to continue to license in the future certain of our proprietary rights, such as trademarks or copyrighted material, to others. These licensees may take actions that diminish the value of our proprietary rights or harm our reputation. Any failure to adequately protect or enforce our proprietary rights, or significant costs incurred in doing so, could diminish thevalueofourintangibleassetsandmateriallyharmourbusiness. BusinessandOperationsRisks Wefacesubstantialandincreasinglyintensecompetitionworldwideintheglobalpayments industry. The global payments industry is highly competitive, dynamic, highly innovative, and increasingly subject to regulatory scrutiny and oversight. Many of the areas in which we compete evolve rapidly with innovative and disruptive technologies, shifting user preferences and needs, price sensitivity of merchants and consumers, and frequent introductions of new products and services. Competition also may intensify as new competitors emerge, businesses enter into business combinationsandpartnerships,andestablishedcompaniesinothersegmentsexpandtobecomecompetitivewithvarious aspectsofourbusiness. We compete with a wide range of businesses in every aspect of our business. Some of our current and potential competitors are or may be larger than we are, have larger customer bases, greater brand recognition, longer operating histories, a dominant or more secure position, broader geographic scope, volume, scale, resources, and market share than wedo,orofferproductsandservicesthatwedonotoffer.Othercompetitorsareormaybesmalleroryoungercompanies that may be moreagilein respondingto regulatoryandtechnologicalchangesandcustomerpreferences.Ourcompetitors maydevotegreaterresourcestothedevelopment,promotion,andsaleofproductsandservices,and/orofferlowerprices or more effectively offer their own innovative programs, products, and services. We often partner with other businesses, 20 •2022AnnualReport

PARTI Item1A.RiskFactors and the ability to continue establishing these partnerships is important to our business. Competition for relationships with these partners is intense, and there can be no assurance that we will be able to continue to establish, grow, or maintain these partner relationships. If we are unable to differentiate our products and services from those of our competitors, drive value for our customers, or effectively and efficiently align our resources with our goals and objectives, we may not be able to compete effectively. See “Item 1. Business—Competition” of this Form 10-K for further discussion of the competitive environmentinthemarketswhereweoperate. Changestopaymentcardnetworksorbankfees,rules,orpracticescouldharmourbusiness. To process certain transactions, we must comply with applicable payment card, bank or other network (collectively, “network”) rules. The rules govern all aspects of a transaction on the networks, including fees and other practices. From time to time, the networks have increased the fees and assessments that they charge for transactions that access their networks. Certain networks have also imposed special fees or assessments for transactions that are executed through a digital wallet such as the one that PayPal offers. Our payment processors may have the right to pass any increases in fees ANNU andassessmentsontousandtoincreasetheirownfeesforprocessing.Anyincreasein interchangefees, specialfees, or assessments for transactions that we pay to the networks or our payment processors could make our pricing less AL competitive, increase our operating costs, and reduce our operating income, which could materially harm our business, REPOR financial condition, and results of operations. In some jurisdictions, government regulations have required payment card networks to reduce or cap interchange fees. T Any changes in interchange fee rates or limitations, or their applicability to PayPal, could adversely affect our competitive position against payment card service providers and the revenue we earn from our branded card programs, require us to changeourbusinesspractices,andharmourbusiness. Wemayalsobesubject to fines and other penalties assessed by networks resulting from any rule violations by us or our merchants. The networks set and interpret their rules and have alleged from time to time that various aspects of our businessmodelviolatetheserules.Suchallegationsmayresultinsignificantfines,penalties,damages,or otherliabilitiesor require changes in our business practices that may be costly and adversely affect our business, results of operations and financial condition. The network rules may also increase the cost of, impose restrictions on, or otherwise impact the development of, our products which may negatively affect product deployment and adoption. The networks could adopt new operating rules or interpret or re-interpret existing rules that we or our payment processors might find difficult or impractical to follow, or costly to implement, which could require us to make significant changes to our products, increase our operational costs, and negatively impact our business. If we become unable or limited in our ability to accept certain paymenttypessuchasdebitorcreditcards,ourbusinesswouldbemateriallyandadverselyaffected. ChangesinhowconsumersfundtheirPaypaltransactionscouldharmourbusiness. Wepaytransactionfees when consumersfund payment transactionsusing credit cards, lower fees when consumers fund payments with debit cards, and nominal fees when consumers fund payment transactions by electronic transfer of funds from bank accounts, from an existing PayPal account balance or Venmo account balance, or through our PayPal branded consumer credit products. Our financial performance is sensitive to changes in the rate at which our consumers fund payments using payment cards, which can significantly increase our costs. Although we provide consumers in certain markets with the opportunity to use their existing PayPal account balance or Venmo account balance to fund payment transactions, some of our consumers may prefer to use payment cards, which may offer features and benefits not provided as part of their PayPal accounts. Any increase in the portion of our payment volume funded using payment cards or in fees associated with our funding mix, or other events or developments that make it more difficult or costly for us to fund transactions with lower-cost funding options, could materially and adversely affect our financial performance and significantly harm our business. Ourability to receive the benefit of U.S. merchant financingofferings and certain U.S. installment loanproductsmaybesubjecttochallenge. Merchant loans under our U.S. PayPal Working Capital (“PPWC”) and PayPal Business Loan (“PPBL”) products and certain U.S. installment loan products are provided by a state-chartered industrial bank under a program agreement with us, and we acquire the receivables generated by those loans from the state-chartered bank after origination. In June 2020, the Federal Deposit Insurance Corporation (“FDIC”) approved a final rule clarifying that loans validly originated by state- chartered banks or insured branches of foreign banks remain valid throughout the lifetime of the loan, reflecting a similar rule finalized by the Office of the Comptroller of Currency (“OCC”) in May 2020 for nationally chartered banks. The final rule reaffirms and codifies the so-called “valid-when-made doctrine,” which provides that the permissibility of an interest rate for a loan is determined when the loan is made and will not be affected by subsequent events such as sale, assignment, or other transfer. While a number of state attorneys general have unsuccessfully challenged these FDIC and OCC rules, there •2022AnnualReport 21

PARTI Item1A.RiskFactors remains some uncertainty whether non-bank entities purchasing loan receivables originated by FDIC-insured, state- chartered banks may rely on federal preemption of state usury laws and other state laws. An adverse outcome of these or similar challenges, or changes to applicable laws and regulations or regulatory policy, could materially impact our U.S. PPWC,PPBL,certaininstallmentproducts,andourbusiness. Ourcreditproductsexposeustoadditionalrisks. Weoffer credit products to a wide range of consumers and merchants in the U.S. and various international markets. The financial success of these products depends largely on the effective management of related risk. The credit decision- making process for our consumer credit products uses proprietary methodologies and credit algorithms and other analytical techniques designed to analyze the credit risk of specific consumers based on, among other factors, their past purchase and transaction history with PayPal or Venmo and their credit scores. Similarly, proprietary risk models and other indicators are applied to assess merchantswho desireto use our merchantfinancingofferingsto help predicttheir ability to repay. These risk models may not accurately predict the creditworthiness of a consumer or merchant due to inaccurate assumptions,includingthoserelatedtotheparticularconsumerormerchant,marketconditions,economicenvironment,or limited transaction history or other data. The accuracy of these risk models and the ability to manage credit risk related to our credit products may also be affected by legal or regulatory requirements, changes in consumer behavior, changes in theeconomicenvironment,issuingbankpolicies,andotherfactors. Wegenerally rely on the activities and charters of unaffiliated financial institutions to provide PayPal and Venmo branded consumercreditandmerchantfinancingofferingstoourU.S.customers.Asaserviceprovidertotheseunaffiliatedfinancial institutions, which are federally supervised U.S. financial institutions, we are subject from time to time to examination by their federal banking regulators. In the event of any termination or interruption in a partner banks ability or willingness to lend, our ability to offer consumer credit and merchant financing products could be interrupted or limited, which could materially and adversely affect our business. We may be unable to reach a similar arrangement with another unaffiliated financial institution on favorable terms or at all. Obtaining and maintaining the lending licenses required for us to originate such loans ourselves would be a costly, time-consuming and uncertain process, and would subject us to additional laws and regulatory requirements, which could significantly increase our costs and compliance obligations and require us to changeourbusinesspractices. We are subject to the risk that account holders who use our credit products will default on their payment obligations, creating the risk of potential charge-offs or negatively impacting the revenue share arrangement with an independent chartered financial institution with respect to our U.S. consumer credit product. The non-payment rate among account holders may increase due to, among other factors, changes to underwriting standards, risk models not accurately predicting the creditworthiness of a user, worsening economic conditions, such as a recession or government austerity programs, increases in prevailing interest rates, and high unemployment rates. Account holders who miss payments often fail to repay their loans, and account holders who file for protection under the bankruptcy laws generally do not repay their loans. We currently purchase receivables related to our U.S. PayPal-branded merchant financing offerings and certain U.S. consumer installment loan products and extend credit for our consumer and merchant products outside the U.S. through our international subsidiaries. If we are unable to fund our credit products or the purchase of the receivables related to our credit products and offerings adequately or in a cost-effective manner, the growth of our credit products could be negativelyimpacted. Werelyonthirdpartiesinmanyaspectsofourbusiness,whichcreatesadditionalrisk. We rely on third parties in many aspects of our business, including networks, banks, payment processors, and payment gateways that link us to the payment card and bank clearing networks to process transactions; unaffiliated third-party lenders to originate our U.S. credit products to consumers, U.S. merchant financing, and branded credit card products; branded debit card and savings products issued by unaffiliated banks; cryptocurrency custodial service providers; and external business partners and contractors who provide key functions (e.g., outsourced customer support and product development functions; facilities; information technology, data center facilities and cloud computing). We are subject to additional risks inherent in engaging and relying upon third-party providers, including legal, regulatory, information security, reputational and operational risks. We are undertaking efforts to diversify our reliance on a small number of third-party payment processors in various markets. We are working with our primary payment processor in the U.S. to facilitate the migration of our arrangements to other payment processors over a transition period in connection with the wind-down of our agreement; however, if we are unable to timely and efficiently migrate our business to other payment processors or experience disruptions in connection with this transition, our business could be harmed. If we are unable to effectively manage our third-party relationships, these third parties are unable to meet their obligations to us, or we experience substantial disruptions in these relationships, our operations, results of operations, and financial results could be adversely 22 •2022AnnualReport

PARTI Item1A.RiskFactors impacted. Additionally, our relationships with third parties inherently involve a lesser degree of control over business operations,governance,andcompliance,whichpotentiallyincreasesourfinancial,legal,reputational,andoperationalrisk. Anyfactorsthatreducecross-bordertradeormakesuchtrademoredifficultcouldharmour business. Cross-bordertrade(i.e., transactions where the merchant and consumer are in different countries) is an important source of our revenues and profits. Cross-border transactions generally provide higher revenues and operating income than similar transactions that take place within a single country or market. In certain markets, cross-border trade represents our primary (andinsomeinstancesouronly)presence. Cross-border trade may be negatively impacted by various factors including foreign currency exchange rate fluctuations, tariffs, trade barriers or restrictions, sanctions, import or export controls, and the interpretation and application of laws of multiple jurisdictions in the context of cross-border trade and foreign exchange. Any factors that increase the costs of ANNU cross-border trade for us or our customers or that restrict, delay, or make cross-border trade more difficult or impractical could reduce our cross-border transactions and volume, negatively impact our revenues and profits, and harm our AL business. REPOR Failure to deal effectively with fraud, abusive behaviors, bad transactions, and negative customer T experiencesmayincreaseourlossrateandcouldnegativelyimpactourbusinessandseverely diminishmerchantandconsumerconfidenceinanduseofourservices. Weexpectthatthirdpartieswill continueto attemptto abuseaccessto andmisuseourpaymentsservicestocommitfraud by, among other things, creating fictitious PayPal accounts using stolen or synthetic identities or personal information, making transactions with stolen financial instruments, abusing or misusing our services for financial gain, or fraudulently inducing users of our systems into engaging in fraudulent transactions. Due to the nature of PayPals digital payments services, third parties may seek to engage in abusive schemes or fraud attacks that are often difficult to detect and may be deployed at a scale that would otherwise not be possible in physical transactions. Measures to detect and reduce the risk of fraud and abusive behavior are complex, require continuous improvement, and may not be effective in detecting and preventing fraud, particularly new and continually evolving forms of fraud or in connection with new or expanded product offerings. If these measures are not effective, our business could be negatively impacted. We also incur substantial losses from erroneous transactions and situations where funding instruments used for legitimate transactions are closed or have insufficient funds to satisfy payments, or the payment is initiated to an unintended recipient in error. Numerous and evolving fraud schemes and misuse of our payments services could subject us to significant costs and liabilities, require us to change our business practices, cause us to incur significant remediation costs, lead to loss of customer confidence in, or decreaseduseof, our products and services, damage our reputation and brands, divert the attention of management from the operation of our business, and result in significant compensation or contractual penalties from us to our customers and their business partners as a result of losses or claims. Our Purchase and Seller Protection Programs (“protection programs”) are intended to reduce the likelihood of losses for consumers and merchants from unauthorized and fraudulent transactions. The Purchase Protection Program also protects consumers who do not receive the item ordered or who receive an item that is significantly different from its description. Weincursubstantiallossesfromourprotectionprogramsasaresultofdisputesfiledbyourcustomers.Weseektorecover losses from our protection programs from the merchant, but may not be able to fully recover our losses (for example, if the merchant is unwilling or unable to pay, the transaction involves a fraudulent merchant, or the merchant provides sufficient evidencethattheitemwasdelivered). In addition, consumers who pay through PayPal or Venmo may have reimbursement rights from their payment card issuer, which in turn will seek recovery from us. If losses incurred by us related to payment card transactions become excessive, wecould lose the ability to accept payment cards for payment, which would negatively impact our business. Regulators and card networks may also adapt error resolution and chargeback requirements to account for evolving forms of fraud, which could increase PayPals exposure to fraud losses and impact the scope of coverage of our protection programs. Increases in our loss rate, including as a result of changes to the scope of transactions covered by our protection programs, could negatively impact our business. See “Note 13—Commitments and Contingencies—Protection Programs” to our consolidatedfinancial statements. Failure to effectively monitor and evaluate the financial condition of our merchants may expose PayPal to losses. In the event of the bankruptcy, insolvency, business failure, or other business interruption of a merchant that sells goods or services in advance of the date of their delivery or use (e.g., airline, cruise, or concert tickets, custom-made goods, and subscriptions), we could be liable to the buyers of such goods or services, including through our Purchase Protection Program or through chargebacks on payment cards used by customers to fund their purchase. Allowances for transaction lossesthatwehaveestablishedmaybeinsufficienttocoverincurredlosses. •2022AnnualReport 23

PARTI Item1A.RiskFactors Useofourpaymentsservicesforillegalactivitiesorimproperpurposescouldharmourbusiness. Weexpectthatuserswill continue to attempt to use our payments platform for illegal activities or improper uses, including money laundering, terrorist financing, sanctions evasion, illegal online gambling, fraudulent sales of goods or services, illegal telemarketing activities, illegal sales of prescription medications or controlled substances, piracy of software, movies, music, and other copyrighted, trademarked or digital goods, bank fraud, child pornography, human trafficking, prohibited sales of alcoholic beverages or tobacco products, securities fraud, pyramid or Ponzi schemes, or the facilitation of other illegal or improper activity. Moreover, certain activity that may be legal in one jurisdiction may be illegal in another jurisdiction, and a merchant may be found responsiblefor intentionallyor inadvertentlyimporting or exportingillegal goods, resulting in liability for us. Owners of intellectual property rights or government authorities may seek to bring legal action against providers of payments solutions, including PayPal, that are peripherally involved in the sale of infringing or allegedly infringing items by a user. While we invest in measures intended to prevent and detect illegal activities that may occur on our payments platform, these measures require continuous improvement and may not be effective in detecting and preventingillegal activity or improper uses. Anyillegal or improper uses of our payments platform or failure by us to detect or prevent illegal or improper activity by our users may subject us to claims, individual and class action lawsuits, and government and regulatory requests, inquiries, or investigations that could result in liability, restrict our operations, impose additional restrictions or limitations on our businessorrequireustochangeourbusinesspractices,harmourreputation,increaseourcosts,andnegativelyimpactour business. Acquisitions,strategic investments,andotherstrategictransactionscouldresultinoperating difficulties and could harm our business. We expect to continue to consider and evaluate a wide array of potential strategic transactions as part of our overall business strategy, including business combinations, acquisitions, and dispositions of certain businesses, technologies, services, products, and other assets; strategic investments; and commercial and strategic partnerships (collectively, “strategic transactions”). At any given time, we may be engaged in discussions or negotiations with respect to one or more strategic transactions, any of which could, individually or in the aggregate, be material to our financial condition and results of operations. There can be no assurance that we will be successful in identifying, negotiating, consummating and integrating favorable transaction opportunities. Strategic transactions may involve additional significant challenges, uncertainties, and risks, including challenges of integrating new employees, products, systems, technologies, operations, andbusinesscultures;challengesassociatedwithoperatingacquiredbusinessesinmarketsorbusinessareasinwhichwe may have limited or no experience; disruption of our ongoing operations and diversion of our managements attention; inadequate data security, cybersecurity, or operational and information technology resilience; failure to identify, or our underestimation of, commitments, liabilities, deficiencies and other risks associated with acquired businesses or assets; potential exposure to new or incremental risks associated with acquired businesses and entities, strategic investments and other strategic transactions, including potential new or increased regulatory oversight and uncertain or evolving legal, regulatory, and compliance requirements, particularly with respect to companies in new or developing businesses or industries; failure of the transaction to advance our business strategy or for its anticipated benefits to materialize; potential impairment of goodwill or other acquisition-related intangible assets; and the potential for our acquisitions to result in dilutive issuances of our equity securities or the incurrence of significant additional debt. Strategic transactions are inherently risky, may not be successful, and may harm our business,results of operations,and financial condition. Strategic investments in which we have a minority ownership stake inherently involve a lesser degree of influence over business operations. The success of our strategic investments may be dependent on controlling shareholders, management, or other persons or entities that may have business interests, strategies, or goals that are inconsistent with ours. Business decisions or other actions or omissions of the controlling shareholders, management, or other persons or entities who control companies in which we invest may adversely affect the value of our investment, result in litigation or regulatoryactionagainstus, anddamageourreputation. Ourinternationaloperationssubjectustoincreasedrisks,whichcouldharmourbusiness. Our international operations generate roughly one-half of our net revenues. Our international operations subject us to significant challenges, uncertainties, and risks, including local regulatory, licensing, reporting, and legal obligations; costs and challenges associated with operating in markets in which we may have limited or no experience, including effectively localizing our products and services and adapting them to local preferences; difficulties in developing, staffing, and simultaneously managing a large number of varying foreign operations as a result of distance, language, and cultural differences and in light of varying laws, regulations, and customs; differing employment practices and the existence of works councils; difficulties in recruiting and retaining qualified employees and maintaining our company culture; fluctuations in foreign currency exchange rates; exchange control regulations; profit repatriation restrictions; potential 24 •2022AnnualReport

PARTI Item1A.RiskFactors tariffs, sanctions, fines, or other trade barriers or restrictions; import or export regulations; compliance with U.S. and foreign anti-bribery, anti-corruption, sanctions, anti-money laundering and counter-terrorist financing laws and regulations; the interpretation and application of laws of multiple jurisdictions; and national or regional political, economic, or social instability. Our international operations also may heighten many of the other risks described in this “Risk Factors” section. Any violations of the complex foreign and U.S. laws, rules and regulations that may apply to our international operations may result in lawsuits, enforcement actions, criminal actions, or sanctions against us and, our directors, officers, and employees; prohibit or require us to change our business practices; and damage our reputation. Although we have implemented policies and proceduresdesignedto promotecompliancewiththeselaws,therecanbenoassurancethatouremployees, contractors, or agents will not violate our policies. These risks are inherent in our international operations, may increase our costsofdoingbusinessinternationally,andcouldmateriallyandadverselyaffectourbusiness. Globalandregionaleconomicconditionscouldharmourbusiness. ANNU Adverse global and regional economic conditions such as turmoil affecting the banking system or financial markets, AL including, but not limited to, tightening in the credit markets, extreme volatility or distress in the financial markets (including REPOR the fixed income, credit, currency, equity, and commodity markets), higher unemployment, high consumer debt levels, recessionary or inflationary pressures, supply chain issues, reduced consumer confidence or economic activity, government fiscal and tax policies, U.S. and international trade relationships, agreements, treaties, tariffs and restrictive T actions, the inability of a government to enact a budget in a fiscal year, government shutdowns, government austerity programs, and other negative financial news or macroeconomic developments could have a material adverse impact on the demand for our products and services, including a reduction in the volume and size of transactions on our payments platform. Additionally, any inability to access the capital markets when needed due to volatility or illiquidity in the markets or increased regulatory liquidity and capital requirements may strain our liquidity position. Such conditions may also expose us to fluctuations in foreign currency exchange rates or interest rates that could materially and adversely affect our financial results. If our reputation or our brands are damaged, our businessand operatingresults may be harmed. Ourreputation and brands are globally recognized, important to our business, and affect our ability to attract and retain our customers.Therearenumerouswaysourreputationorbrandscouldbedamaged.Wemayexperiencescrutinyorbacklash from customers, partners, employees, government entities, media, advocacy groups, and other influencers or stakeholders that disagree with, among other things, our product offering decisions or public policy positions. Damage to our reputation or our brands may result from, among other things, new features, products, services, operational efforts, or terms of service (or changes to the same), or our decisions regarding user privacy, data practices, or information security. The proliferation of social media may increase and compound the likelihood, speed, magnitude, and unpredictability of negative brand events.If our brands or reputation are damaged,our businessand operatingresultsmay be adverselyimpacted. Brexit: the U.K.s departure from the EU could harm our business, financial condition, and results of operations. Following the departure of the U.K. from the EU and the EEA on January 31, 2020 (commonly referred to as “Brexit”) and the expiration of the transition period on December 31, 2020, there continues to be uncertainty over the practical consequencesof Brexit, including the potential for greater restrictions on the supply and availability of goods and services between the U.K. and EEA region, and a general deterioration in consumer sentiment and credit conditions leading to overall negative economicgrowthandincreasedriskofmerchantdefault. The consequences of Brexit have brought legal uncertainty and increased complexity for financial services firms, which could continue as national laws and regulations in the U.K. differ from EU laws and regulations and additional authorization requirements come into effect. These developments have led and could lead in the future to additional regulatory costs and challenges for us. Specifically, PayPal (Europe) currently operates in the U.K. within the scope of its passport permissions(astheyexistedattheendofthetransitionperiod)pursuanttotheTemporaryPermissionsRegimependingthe grant of new authorizations by the U.K. financial regulators. If we are unable to obtain the required authorizations before the expiry of the longstop dates set by the U.K. regulators under the Temporary Permissions Regime, our European operations could lose their ability to offer services within the U.K. market, or into the U.K. market on a cross-border basis. Our European operations may also be required to comply with legal and regulatory requirements in the U.K. that may be in addition to, or inconsistentwith, those of the EEA, in each case, leading to increasedcomplexityand costs. •2022AnnualReport 25

PARTI Item1A.RiskFactors Realorperceivedinaccuraciesinourkeymetricsmayharmourreputationandnegativelyaffectour business. Our key metrics are calculated using internal company data based on the activity we measure on our payments platform and compiled from multiple systems, including systems that are internally developed or acquired through business combinations. While the measurement of our key metrics is based on what we believe to be reasonable methodologies and estimates, there are inherent challenges and limitations in measuring our key metrics globally at scale. The methodologiesusedtocalculateourkeymetricsrequirejudgment. Weregularly review our processes for calculating these key metrics, and from time to time we may make adjustments to improve the accuracy or relevance of our metrics. For example, we continuously apply models, processes and practices designed to detect and prevent fraudulent account creation on our platforms, and work to improve and enhance those capabilities. When we detect a significant volume of illegitimate activity, we generally remove the activity identified from our key metrics. Although such adjustments may impact key metrics reported in prior periods, we generally do not update previously reported key metrics to reflect these subsequent adjustments unless the retrospective impact of process improvementsor enhancementsis determinedby managementto be material.Further, as our business develops, we may revise or cease reporting metrics if we determine that such metrics are no longer appropriate measures of our performance. If investors, analysts, or customers do not consider our reported measures to be sufficient or to accurately reflect our business, we may receive negative publicity, our reputation may be harmed, and our business may be adversely impacted. Environmental,socialandgovernance(“ESG”)issuesmayhaveanadverseeffectonourbusiness, financial condition and results of operations and damage our reputation. Customers,investors,employeesandotherstakeholdersareincreasinglyfocusedonESGpractices,includingwithrespect to global talent, cybersecurity, data privacy and protection and climate change. If we do not adapt to and comply with new laws and regulations or changes to legal or regulatory requirements concerning ESG matters, or fail to meet rapidly evolving investor, industry or stakeholder expectations and standards, our reputation may be harmed, customers may choosetorefrain from using our products and services, and our business or financial condition may be adversely affected. Further, we may experience additional scrutiny or backlash from customers, partners, media, government entities, and otherstakeholdersthatdisagreeif theyperceivePayPaltonothaverespondedappropriatelywithrespecttoESGmatters. We specifically recognize the inherent physical climate-related risks wherever business is conducted. Our primary locations may be vulnerable to the adverse effects of climate change. For example, California, where our headquarters are located, has historically experienced, and is projected to continue to experience, climate-related events more frequently, including drought, water scarcity, flooding, heat waves, wildfires and resultant air quality impacts, and power shutoffs associated with wildfire prevention. These extreme weather conditions may disrupt our business and may cause us to experience additional costs to maintain or resume operations and higher attrition. In addition, current and emerging legal andregulatoryrequirementswithrespecttoclimatechange(e.g.,carbonpricing)andotheraspectsofESG(e.g.,disclosure requirements)mayresultin increasedcompliancerequirementsonourbusinessandsupplychain,whichmayincreaseour operatingcostsandcausedisruptionsinouroperations. If one or more of our counterpartyfinancial institutions default on their financial or performance obligationsto us or fail, we may incur significant losses. Wehave significant amounts of cash, cash equivalents, receivables outstanding, and other investments on deposit or in accounts with banks or other financial institutions in the U.S. and international jurisdictions. As part of our foreign currency hedging activities, we regularly enter into transactions involving derivative financial instruments with various financial institutions. Certain banks and other financial institutions are also lenders under our credit facilities. We regularly monitor our exposure to counterparty credit risk, and actively manage this exposure to mitigate the associated risk. Despite these efforts, we may be exposed to the risk of default on obligations by, or deteriorating operating results or financial condition or failure of, these counterparty financial institutions. If one of our counterparty financial institutions were to become insolvent, placed into receivership, or file for bankruptcy, our ability to recover losses incurred as a result of default or to access or recover our assets that are deposited, held in accounts with, or otherwise due from, such counterparty may be limited due to the insufficiency of the failed institutions estate to satisfy all claims in full or the applicable laws or regulations governing the insolvency, bankruptcy, or resolution proceedings. In the event of default on obligations by, or the failure of, one or more of these counterparties, we could incur significant losses, which could negatively impact our results of operations and financial condition. 26 •2022AnnualReport

PARTI Item1A.RiskFactors Therearerisksassociatedwithourindebtedness. We have incurred indebtedness, and we may incur additional indebtedness in the future. Our ability to pay interest and repay the principal for our indebtedness is dependent upon our ability to manage our business operations and generate sufficient cash flows to service such debt. Our outstanding indebtedness and any additional indebtedness we incur may have significant consequences, including the need to use a significant portion of our cash flow from operations and other available cash to service our indebtedness, thereby reducing the funds available for other purposes, including capital expenditures, acquisitions, strategic investments, and share repurchases; the reduction of our flexibility in planning for or reacting to changes in our business, competitive pressures and market conditions; and limits on our ability to obtain additional financing for working capital, capital expenditures, acquisitions, strategic investments, share repurchases, or othergeneralcorporatepurposes. Our revolving credit facilities and the indentures for our senior unsecured notes pursuant to which certain of our outstanding debt securities were issued contain financial and other covenants that restrict or could restrict, among other ANNU things, our business and operations. If we fail to pay amounts due under a debt instrument or breach any of its covenants, the lenders or noteholders would typically have the right to demand immediate repayment of all borrowings thereunder AL (subject in certain cases to a grace or cure period). Moreover, any such acceleration and required repayment of, or default REPOR in respect of, our indebtedness could, in turn, constitute an event of default under other debt instruments, thereby resulting in the acceleration and required repayment of our indebtedness. Any of these events could materially adversely affect our liquidity and financial condition. T Changesbyanyrating agency to our outlook or credit rating could negatively affect the value of both our debt and equity securities and increase our borrowing costs. If our credit ratings are downgraded or other negative action is taken, the interest rates payable by us under our indebtednessmay increase,and our ability to obtain additional financing in the future onfavorabletermsoratallcouldbeadverselyaffected. Changesintaxlaws,exposuretounanticipatedadditionaltaxliabilities,orimplementationof reportingorrecord-keepingobligationscouldhaveamaterialadverseeffectonourbusiness. Anincreasing number of U.S. states, the U.S. federal government, and governments of foreign jurisdictions, such as the EU Commission, as well as international organizations, such as the Organization for Economic Co-operation and Development, are focused on tax reform and other legislative or regulatory action to increase tax revenue. For example, various countries have proposedor enacteddigitalservicestaxes.Theseactionsmaymateriallyaffectoureffectivetaxrate. The determination of our worldwide provision for income taxes and other tax liabilities requires estimation and significant judgment, and there are many transactions and calculations for which the ultimate tax determination is uncertain. We are currently undergoing a number of investigations, audits, and reviews by tax authorities in multiple U.S. and foreign tax jurisdictions. Any adverse outcome of any such audit or review could result in unforeseen tax-related liabilities that differ from the amounts recorded in our financial statements, which may, individually or in the aggregate, materially affect our financial results in the periods for which such determination is made. While we have established reserves based on assumptions and estimates that we believe are reasonable to cover such eventualities, these reserves may prove to be insufficient. In addition, our future income taxes could be adversely affected by the incurrence of losses or earnings being lower than anticipatedin jurisdictions that have lower statutory tax rates, and earnings being higher than anticipatedin jurisdictionsthat have higher statutory tax rates; by changes in the valuation of our deferred tax assets and liabilities, including as a result of gains on our foreign currency exchange risk management program; by changes in tax laws, regulations, or accounting principles; or by certain discrete items. A number of U.S. states, the U.S. federal government, and foreign jurisdictions have implemented and may impose reporting or record-keepingobligations on companiesthat engage in or facilitate e-commerce to improve tax compliance. Anumberofjurisdictionsarealsoreviewingwhetherpaymentserviceprovidersandotherintermediariescouldbedeemed to be the legal agent of merchants for certain tax purposes. We have modified our systems to meet applicable requirements and expect that further modifications will be required to comply with future requirements, which may negatively impact our customer experience and increase operational costs. Any failure by us to comply with these and similar reporting and record-keeping obligations could result in substantial monetary penalties and other sanctions, adverselyimpactourabilitytodobusinessincertainjurisdictions,andharmourbusiness. Wemaybeunabletoattract,retain,anddevelopthehighlyskilledemployeesweneedtosupport ourbusiness. Competition for key and other highly skilled personnel is intense, especially for executive talent, software engineers, and other technology talent. We may be limited in our ability to recruit or hire internationally, including due to restrictive laws or •2022AnnualReport 27

PARTI Item1A.RiskFactors policies on immigration, travel, or availability of visas for skilled workers. The loss of the services of any of our key personnel, or our inability to attract, hire, develop, motivate and retain key and other highly qualified and diverse talent, whetherinaremoteorin-officeenvironment,orprotectthesafety,healthandproductivityof our workforcecould harm our overall business and results of operations. Wearesubjecttorisksassociatedwithinformationdisseminatedthroughourproductsand services. Wemaybesubject to claims relating to information disseminated through our online services, including claims alleging defamation, libel, harassment, hate speech, breach of contract, invasion of privacy, negligence, copyright or trademark infringement, or other theories based on the nature and content of the materials disseminated through the services, among other things. We invest in measures intended to detect and block activities that may occur on our payments platform in violation of our policies and applicable laws. These measures require continuous improvement and may not be sufficiently effective in detecting and preventing the exchange of information in violation of our policies and applicable laws. If these measures are not sufficiently effective, our business could be negatively impacted. If the laws or regulations that provide protections for online dissemination of information are invalidated or are modified to reduce protections available to us and we become liable for information provided by our customers and carried on our products and services, we could be directly harmed and we may be forced to implement new measures to reduce our exposure, including expending substantial resourcesor discontinuingcertainproductor serviceofferings,whichcouldharmourbusiness. Item1B.UnresolvedStaffComments None. Item2.Properties We own and lease various properties in the United States (“U.S.”) and other countries around the world. We use these properties for executive and administrative offices, customer services and operations centers, product development offices, warehouses, and data centers. As of December 31, 2022, our owned and leased properties provided us with aggregatesquarefootageasfollows: UnitedStates OtherCountries Total (In millions) Ownedfacilities 1.0 0.1 1.1 Leasedfacilities 2.2 2.0 4.2 TOTALFACILITIES 3.2 2.1 5.3 Weownatotalofapproximately106 acresof land, with approximately 85 acres in the U.S. Our corporate headquarters are locatedinSanJose,Californiaandoccupyapproximately0.7millionofownedsquarefeet. Item3.LegalProceedings The information set forth under “Note 13—Commitments and Contingencies—Litigation and Regulatory Matters” to the consolidatedfinancialstatementsincludedinPartIV,Item15ofthisForm10-Kisincorporatedhereinbyreference. Item4.MineSafetyDisclosures Notapplicable. 28 •2022AnnualReport

PARTII Item5.MarketforRegistrantsCommonEquity,RelatedStockholderMatters,andIssuerPurchasesofEquitySecurities Part II Item5.MarketforRegistrantsCommonEquity,RelatedStockholderMatters, andIssuerPurchasesofEquitySecurities CommonStock PayPalcommonstockisquotedontheNASDAQGlobalSelectMarketunderthetickersymbol“PYPL.” As of February 3, 2023, there were 4,123 holders of record of our common stock. The actual number of stockholders is significantly greater than this number of record holders, and includes stockholders who are beneficial owners but whose ANNU sharesareheldinstreetnamebybrokersandothernominees. AL DividendPolicy REPOR Wehaveneverpaid any cash dividends and we currently do not anticipate paying any cash dividends in the foreseeable T future. StockRepurchaseActivity In July 2018, our Board of Directors authorized a stock repurchase program that provides for the repurchase of up to $10 billion of our common stock, with no expiration from the date of authorization. In June 2022, our Board of Directors authorized an additional stock repurchase program that provides for the repurchase of up to $15 billion of our common stock, with no expiration from the date of authorization. Our stock repurchase programs are intended to offset the impact of dilution from our equity compensation programs and, subject to market conditions and other factors, may also be used to make opportunistic repurchases of our common stock to reduce outstanding share count. Any share repurchases under our stock repurchase programs may be made through open market transactions, block trades, privately negotiated transactions including accelerated share repurchase agreements or other means at times and in such amounts as managementdeemsappropriate,andwillbefundedfromourworkingcapitalorotherfinancingalternatives.Moreover,any stock repurchases are subject to market conditions and other uncertainties and we cannot predict if or when any stock repurchaseswillbemade.Wemayterminateourstockrepurchaseprogramsatanytimewithoutpriornotice. The stock repurchase activity under our stock repurchase programs during the three months ended December 31, 2022 is summarizedasfollows: Total numberof Approximatedollar sharespurchased valueofshares Total number aspartofpublicly that mayyetbe of shares Averageprice announcedplansor purchasedunderthe (1) purchased paidpershare programs plansorprograms (In millions, except per share amounts) BalanceasofSeptember30,2022 $ 16,871 October1,2022throughOctober31,2022 8.2 $ 85.81 8.2 16,167 November1,2022throughNovember30,2022 3.6 $ 85.42 3.6 15,861 December1,2022throughDecember31,2022 — $ — — 15,861 BALANCEASOFDECEMBER31,2022 11.8 11.8 $ 15,861 (1) Averagepricepaidpershareforopenmarketpurchasesincludesbrokercommissions. Item6.RemovedandReserved •2022AnnualReport 29

PARTII Item7. ManagementsDiscussionandAnalysisofFinancialConditionandResultsofOperations Item7.ManagementsDiscussionandAnalysisofFinancialConditionand Results of Operations This Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements that involve expectations, plans, or intentions (such as those relating to future business, future results of operations or financial condition, new or planned features or services, mergers or acquisitions, or management strategies). These forward-looking statements can be identified by words such as “may,” “will,” “would,” “should,” “could,” “expect,” “anticipate,” “believe,” “estimate,” “intend,” “continue,” “strategy,” “future,” “opportunity,” “plan,” “project,” “forecast,” and other similar expressions. These forward-looking statements involve risks and uncertainties that could cause our actual results and financial condition to differ materially from those expressed or implied in our forward-looking statements. Such risks and uncertainties include, among others, those discussed in “Item 1A. Risk Factors” of this Form 10-K, as well as in our consolidated financial statements, related notes, and the other information appearingin this report and our other filings with the Securities and Exchange Commission (“SEC”). We do not intend, and undertake no obligation except as required by law, to update any of our forward-looking statements after the date of this report to reflect actual results, new information, or future events or circumstances. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. You should read the following “Managements Discussion and Analysis of Financial Condition and Results of Operations” in conjunction with the audited consolidated financial statements and the related notes that appear in this report. Unless otherwise expressly stated or the context otherwise requires, references to “we,” “our,” “us,” “the Company,” and “PayPal” refer to PayPal Holdings, Inc. and its consolidated subsidiaries. This Managements Discussion and Analysis of Financial Condition and Results of Operations focuses on a discussion of 2022 results as compared to 2021 results. For a discussion of 2021 results as compared to 2020 results, see “Item 7. ManagementsDiscussionand Analysis of Financial Condition and Results of Operations” within our Form 10-K for the year endedDecember31,2021filedwiththeSEConFebruary3,2022. BusinessEnvironment TheCompany We are a leading technology platform that enables digital payments and simplifies commerce experiences on behalf of merchants and consumers worldwide. PayPal is committed to democratizing financial services to help improve the financial health of individuals and to increase economic opportunity for entrepreneurs and businesses of all sizes around the world. Our goal is to enable our merchants and consumers to manage and move their money anywhere in the world in the markets we serve, anytime, on any platform, and using any device when sending payments or getting paid, including person-to-personpayments. RegulatoryEnvironment Weoperate globally and in a rapidly evolving regulatory environment characterized by a heightened focus by regulators globally on all aspects of the payments industry, including countering terrorist financing, anti-money laundering, privacy, cybersecurity, and consumer protection. The laws and regulations applicable to us, including those enacted prior to the advent of digital payments, continue to evolve through legislative and regulatory action and judicial interpretation. New or changinglawsandregulations,includingchangestotheirinterpretationandimplementation,aswellasincreasedpenalties and enforcement actions related to non-compliance, could have a material adverse impact on our business, results of operations, and financial condition. We monitor these areas closely and are focused on designing compliant solutions for ourcustomers. InformationSecurity Information security risks for global payments and technology companies like us have increased significantly in recent years. Although we have developed systems and processes designed to protect the data we manage, prevent data loss and other security incidents, and effectively respond to known and potential risks, and expect to continue to expend significant resources to bolster these protections, we remain subject to these risks and there can be no assurance that our security measures will provide sufficient security or prevent breaches or attacks. For additional information regarding our information security risks, see “Item 1A. Risk Factors—Cyberattacks and security vulnerabilities could result in serious harm to our reputation, business, and financial condition.” 30 •2022AnnualReport

PARTII Item7. ManagementsDiscussionandAnalysisofFinancialConditionandResultsofOperations RussiaandUkraineConflict With respect to the military hostilities commenced by Russia in Ukraine in February 2022, our priority is the safety and well- being of our PayPal employee community impacted by these events. We continue to take actions to comply with all applicable restrictions and sanctions that may impact our operations. In March 2022, we suspended our transactional services in Russia. We are unable to reasonably estimate the total potential financial impact that may ultimately result from this situation. In the years ended December31, 2022 and 2021, our total net revenues related to Russia and Ukraine were not material. Brexit The United Kingdom (“U.K.”) formally exited the European Union (“EU”) and the European Economic Area (“EEA”) on January 31, 2020 (commonly referred to as “Brexit”) with the expiration of the transition period on December 31, 2020. PayPal (Europe) S.à.r.l. et Cie, SCA (“PayPal (Europe)”) operates in the U.K. within the scope of its passport permissions (as ANNU they stood at the end of the transition period) under the Temporary Permissions Regime pending the grant of new U.K. authorizations by the U.K. financial regulators. We are currently unable to determine the longer-term impact that Brexit will AL have on our business, which will depend, in part, on the implications of new tariff, trade, and regulatory frameworks that REPOR nowgovern the provision of cross-border goods and services between the U.K. and the EEA, as well as the financial and operational consequences of the requirement for PayPal (Europe) to obtain new U.K. authorizations to operate its business T longer-term within the U.K. market. For additional information on how Brexit could affect our business, see “Item 1A. Risk Factors—Brexit: The U.K.s departurefrom the EU could harm our business,financialcondition,and results of operations.” Brexit may contribute to instability in financial, stock, and foreign currency exchange markets, including volatility in the value of the British Pound and Euro. We have foreign currency exchange exposure management programs designed to help reduce the impact from foreign currency exchange rate movements. The tables below provide the percentage of our total net revenues and gross loans and interest receivablefrom the U.K. and EU for the periods presented: YearEndedDecember31, 2022 2021 2020 NetrevenuesgeneratedfromtheU.K. 8% 9% 11% NetrevenuesgeneratedfromtheEU 17% 19% 19% December31,2022 December31,2021 GrossloansandinterestreceivableduefromcustomersintheU.K. 29% 40% GrossloansandinterestreceivableduefromcustomersintheEU 28% 21% The changein the percentageof gross loans and interest receivable due from customers in the U.K. and EU year over year wasprimarily attributable to expansion of our installment credit products in the EU, particularly in Germany where we have increasedourproductofferings. MacroeconomicEnvironment Thebroaderimplicationsof the macroeconomicenvironment,includinguncertaintyaroundthedurationandseverityof the coronavirus pandemic (“COVID-19”), the Russia and Ukraine conflict, supply chain shortages, a recession globally or in markets in which we operate, higher inflation rates, higher interest rates, and other related global economic conditions, remain unknown. A deterioration in macroeconomic conditions could increase the risk of lower consumer spending, merchant and consumer bankruptcy, insolvency, business failure, higher credit losses, foreign currency exchange fluctuations, or other business interruption, which may adversely impact our business. If these conditions continue or worsen,theycouldadverselyimpactourfutureoperatingresults. •2022AnnualReport 31

PARTII Item7. ManagementsDiscussionandAnalysisofFinancialConditionandResultsofOperations OverviewofResultsofOperations Thefollowing table provides a summary of our consolidated financial results for the years ended December 31, 2022, 2021, and2020: YearEndedDecember31, PercentIncrease/(Decrease) 2022 2021 2020 2022 2021 (In millions, except percentagesand per share amounts) Netrevenues $ 27,518 $ 25,371 $ 21,454 8% 18% Operatingexpenses 23,681 21,109 18,165 12% 16% Operatingincome 3,837 4,262 3,289 (10)% 30% Operatingmargin 14% 17% 15% ** ** Otherincome(expense),net (471) (163) 1,776 189% (109)% Incometaxexpense(benefit) 947 (70) 863 ** (108)% Effective tax rate 28% (2)% 17% ** ** NETINCOME(LOSS) $ 2,419 $ 4,169 $ 4,202 (42)% (1)% Netincome(loss)perdilutedshare $ 2.09 $ 3.52 $ 3.54 (41)% (1)% (1) $ 5,813 $ 5,797 $ 6,219 —% (7)% Netcashprovidedbyoperatingactivities All amountsintablesareroundedtothenearestmillion,exceptasotherwisenoted.Asaresult,certainamountsmaynotrecalculateusingtheroundedamountsprovided. (1) Prior period amountshavebeenrevisedtoconformtothecurrentperiodpresentation.Referto“Note1—OverviewandSummaryofSignificantAccountingPolicies”toour consolidatedfinancialstatementsincludedinthisForm10-Kforadditionalinformation. ** Notmeaningful. Net revenues increased $2.1 billion, or 8%, in 2022 compared to 2021 driven primarily by growth in total payment volume (“TPV”, as defined below under “Key Metrics”) of 9%. Total operating expenses increased $2.6 billion, or 12%, in 2022 compared to 2021 due primarily to an increase in transaction expense, and to a lesser extent, increases in transaction and credit losses, technology and development expenses,andrestructuringandothercharges,partiallyoffsetbyadeclineinsalesandmarketingexpenses. Operating income decreased $425 million, or 10%, in 2022 compared to 2021 due to growth in operating expenses exceeding growth in net revenues. Our operating margin was 14% and 17% in 2022 and 2021, respectively. Operating marginfor2022wasnegativelyimpactedprimarilybyincreasesintransactionexpenseandtransactionandcreditlosses. Net income decreased by $1.8 billion, or 42%, in 2022 as compared to 2021 due to the previously discussed decrease in operating income of $425 million, higher expense of $308 million in other income (expense), net, driven primarily by losses on strategic investments, and an increase in income tax expense of $1.0 billion primarily related to lower benefits associated with stock-based compensation deductions, and higher expense related to intra-group transfers of intellectual property. ImpactofForeignCurrencyExchangeRates Wehave significant international operations that are denominated in foreign currencies, primarily the British pound, Euro, Australian dollar, and Canadian dollar, subjecting us to foreign currency exchange risk which may adversely impact our financial results. The strengthening or weakening of the United States (“U.S.”) dollar versus the British pound, Euro, Australian dollar, and Canadian dollar, as well as other currencies in which we conduct our international operations, impactsthetranslationof our net revenues and expensesgeneratedin theseforeigncurrenciesinto the U.S. dollar. In 2022, 2021, and 2020, we generatedapproximately43%, 46%, and49%ofournetrevenuesfromcustomersdomiciledoutsideof the U.S., respectively. Because we generate substantial net revenues internationally, we are subject to the risks of doing businessoutsideoftheU.S.,includingthosediscussedunder“Item1A.RiskFactors.” We calculate the year-over-year impact of foreign currency exchange movements on our business using prior period foreign currency exchange rates applied to current period transactional currency amounts. While changes in foreign currencyexchangeratesaffectourreportedresults,wehaveaforeigncurrencyexchangeexposuremanagementprogram in which we use foreign currency exchange contracts, designated as cash flow hedges, intended to reduce the impact on earnings from foreign currency exchange rate movements. Gains and losses from these foreign currency exchange contracts are recognized as a component of transaction revenues in the same period the forecasted transactions impact earnings. 32 •2022AnnualReport

PARTII Item7. ManagementsDiscussionandAnalysisofFinancialConditionandResultsofOperations In the years ended December31, 2022 and 2021, the year-over-yearforeign currency exchangerate movementsrelativeto theU.S.dollarhadthefollowingimpactonourreportedresults: YearEndedDecember31, 2022 2021 (In millions) (Unfavorable)favorableimpacttonetrevenues(exclusiveofhedgingimpact) $ (949) $ 440 Hedgingimpact 462 (190) (Unfavorable)favorableimpacttonetrevenues (487) 250 Favorable(unfavorable)impacttooperatingexpense 492 (181) NETFAVORABLEIMPACTTOOPERATINGINCOME $ 5 $ 69 ANNU While we enter into foreign currency exchange contracts to help reduce the impact on earnings from foreign currency exchangeratemovements,itisimpossibletopredictoreliminatethetotaleffectsofthisexposure. AL Wealso use foreign currency exchange contracts, designated as net investment hedges, to reduce the foreign currency REPOR exchangerisk related to our investment in certain foreign subsidiaries. Gains and losses associated with these instruments will remain in accumulated other comprehensive income (loss) until the underlying foreign subsidiaries are sold or T substantially liquidated. Given that we also have foreign currency exchange risk on our assets and liabilities denominated in currencies other than the functional currency of our subsidiaries, we have an additional foreign currency exchange exposure management program in which we use foreign currency exchange contracts to offset the impact of foreign currency exchange rate movements on our assets and liabilities. The foreign currency exchange gains and losses on our assets and liabilities are recorded in other income (expense), net, and are offset by the gains and losses on the foreign currency exchange contracts. These foreign currency exchange contracts reduce, but do not entirely eliminate, the impact of foreign currency exchangeratemovementsonourassetsandliabilities. Additionally, in connection with transactions occurring in multiple currencies on our payments platform, we generally set our foreign currency exchange rates daily and may face financial exposure if we incorrectly set our foreign currency exchange rates or as a result of fluctuations in foreign currency exchange rates between the times that we set our foreign currencyexchangeratesandwhentransactionsoccur. KeyMetricsandFinancialResults KeyMetrics TPV, number of payment transactions, active accounts, and number of payment transactions per active account are key non-financial performance metrics (“key metrics”) that management uses to measure the scale of our platform and the relevanceofourproductsandservicestoourcustomers,andaredefinedasfollows: • TPV is the value of payments, net of payment reversals, successfully completed on our payments platform or enabled byPayPalviaapartnerpaymentsolution,notincludinggateway-exclusivetransactions. • Number of payment transactions are the total number of payments, net of payment reversals, successfully completed on our payments platform or enabled by PayPal via a partner payment solution, not including gateway-exclusive transactions. • An active account is an account registered directly with PayPal or a platform access partner that has completed a transaction on our platform, not including gateway-exclusive transactions, within the past 12 months. A platform access partner is a third party whose customers are provided access to PayPals platform or services through such third-partys login credentials, including individuals and entities that utilize Hyperwallets payout capabilities. A user may register on our platform to access different products and may register more than one account to access a product. Accordingly, a user may have more than one active account. The number of active accounts provides management with additional perspectiveontheoverallscaleofourplatform,butmaynothaveadirectrelationshiptoouroperatingresults. • Number of payment transactions per active account reflects the total number of payment transactions within the previous 12-month period, divided by active accounts at the end of the period. The number of payment transactionsper active account provides management with insight into the average number of times an account engages in payments activity on our payments platform in a given period. The number of times a consumer account or a merchant account transactsonourplatformmayvarysignificantlyfromtheaveragenumberofpaymenttransactionsperactiveaccount. •2022AnnualReport 33

PARTII Item7. ManagementsDiscussionandAnalysisofFinancialConditionandResultsofOperations As our transaction revenue is typically correlated with TPV growth and the number of payment transactions completed on our payments platform, management uses these metrics to gain insights into the scale and strength of our payments platform, the engagement level of our customers, and underlying activity and trends which may be indicators of current andfuture performance.We presentthesekey metricsto enhanceinvestorsevaluationof the performanceof our business andoperatingresults. Our key metrics are calculated using internal company data based on the activity we measure on our payments platform and compiled from multiple systems, including systems that are internally developed or acquired through business combinations. While the measurement of our key metrics is based on what we believe to be reasonable methodologies and estimates, there are inherent challenges and limitations in measuring our key metrics globally at our scale. The methodologiesusedtocalculateourkeymetricsrequirejudgment. Weregularly review our processes for calculating these key metrics, and from time to time we may make adjustments to improve the accuracy or relevance of our metrics. For example, we continuously apply models, processes, and practices designed to detect and prevent fraudulent account creation on our platforms, and work to improve and enhance those capabilities. When we detect a significant volume of illegitimate activity, we generally remove the activity identified from our key metrics. Although such adjustments may impact key metrics reported in prior periods, we generally do not update previously reported key metrics to reflect these subsequent adjustments unless the retrospective impact of process improvementsorenhancementsisdeterminedbymanagementtobematerial. NetRevenues Ourrevenuesareclassifiedintothefollowingtwocategories: • Transaction revenues: Net transaction fees charged to merchants and consumers on a transaction basis based on the TPV completed on our payments platform. Growth in TPV is directly impacted by the number of payment transactions that we enable on our payments platform. We earn additional fees from merchants and consumers: on transactions where we perform currency conversion, when we enable cross-border transactions (i.e., transactions where the merchant and consumer are in different countries), to facilitate the instant transfer of funds for our customers from their PayPal or Venmo account to their bank account or debit card, to facilitate the purchase and sale of cryptocurrencies,as contractual compensation from sellers that violate our contractual terms (for example, through fraud or counterfeiting), andothermiscellaneousfees. • Revenues from other value added services: Net revenues derived primarily from revenue earned through partnerships, referral fees, subscription fees, gateway fees, and other services we provide to our merchants and consumers. We also earn revenues from interest and fees earned on our portfolio of loans receivable, and interest earned on certain assets underlyingcustomerbalances. Ourrevenuescanbesignificantlyimpactedbyanumberoffactors,includingthefollowing: • Themixofmerchants,products,andservices; • Themixbetweendomesticandcross-bordertransactions; • Thegeographicregionorcountryinwhichatransactionoccurs;and • Theamountofourloansreceivableoutstandingwithmerchantsandconsumers. Refer to “Part I, Item 1A, Risk Factors” in this Form 10-K for further discussion on factors that may impact our revenue. 34 •2022AnnualReport

PARTII Item7. ManagementsDiscussionandAnalysisofFinancialConditionandResultsofOperations NetRevenueAnalysis ThecomponentsofournetrevenuesfortheyearsendedDecember31,2022,2021,and2020wereasfollows(inmillions): $27,518 $2,312 $25,371 $1,969 $21,454 $1,536 $25,206 $23,402 $19,918 ANNU AL 2022 2021 2020 REPOR Transaction revenues Revenues from other value added services T TransactionRevenues Transaction revenues grew by $1.8 billion, or 8%, in 2022 compared to 2021 driven primarily by growth in our unbranded card processing volume, which consists primarily of our Braintree products and services, and to a lesser extent, Venmo products and services, in each case driven by growth in TPV and the number of payment transactions on our payments platform. This growth in transaction revenues was partially offset by a decline in TPV and revenue generated from our core PayPal products and services, including foreign currency exchange fees revenue, due primarily to a decrease in revenue earnedoneBaysmarketplaceplatform.Additionally,for the year endedDecember31, 2022, transactionrevenuesincluded $190 million in contractual compensation from sellers that violated our contractual terms, compared to $82 million in the year ended December 31, 2021. This contractual compensation and the year-over-year increase are predominantly attributable to activity in international markets. Thegraphsbelowpresenttherespectivekeymetrics(inmillions)fortheyearsendedDecember31,2022,2021,and2020: Active accounts* Number of payment TPV transactions $1,357,122 $1,245,879 22,349 19,348 $936,062 15,423 435 426 377 2022 2021 2020 2022 2021 2020 2022 2021 2020 * Reflects active accountsat the end of the applicable period. Active accountsas of December31, 2021include3.2 millionactive accountscontributedby Paidy, Inc.(“Paidy”) on the dateofacquisitioninOctober2021. Thefollowingtableprovidesasummaryofrelatedmetrics: PercentIncrease/ YearEndedDecember31, (Decrease) 2022 2021 2020 2022 2021 Numberofpaymenttransactionsperactiveaccount 51.4 45.4 40.9 13% 11% Percentofcross-borderTPV 13% 16% 17% ** ** ** Notmeaningful Wehadactiveaccountsof435millionand426millionasof December31, 2022and2021, respectively,an increaseof 2%. Number of payment transactions was 22.3 billion and 19.3 billion as of December 31, 2022 and 2021, respectively, an increaseof16%.TPVwas$1.36trillionand$1.25trillionasofDecember31,2022and2021,respectively,anincreaseof9%. •2022AnnualReport 35

PARTII Item7. ManagementsDiscussionandAnalysisofFinancialConditionandResultsofOperations Transaction revenues grew more slowly than TPV and the number of payment transactions in 2022 due primarily to declines in foreign currency exchange fees, TPV attributable to eBays marketplace (where we had historically earned higher rates), and a decline in revenues from core PayPal products and services, partially offset by a favorable impact from hedgingandanincreaseinrevenuefromourVenmoproductsandservices. RevenuesFromOtherValueAddedServices Revenuesfromothervalueaddedservicesincreasedby$343million,or17%,in2022comparedto2021dueprimarilytoan increase in interest earned on certain assets underlying customer account balances resulting from higher interest rates, our revenueshareearnedfromanindependentcharteredfinancialinstitution(“partnerinstitution”),andinterestandfeerevenue on our merchant loans receivable portfolio. Growth in revenues from other value added services in the current period was partially offset by the impact of revenue earned from the servicing of loans facilitated under the U.S. Governments PaycheckProtectionProgramin2021of$157million,forwhichrevenuewasdeminimisinthecurrentperiod. Consumersthathaveoutstandingloansandinterestreceivableduetothepartnerinstitutionmayexperiencehardshipsthat result in losses recognized by the partner institution, which may result in a decrease in our revenue share earned in future periods. In the event the overall return on the PayPal branded credit programs funded by the partner institution does not meetaminimumrateofreturn(“minimumreturnthreshold”)in a particularquarter, our revenue share for that period would be zero. Further, in the event the overall return on the PayPal branded credit programs managed by the partner institution does not meet the minimum return threshold as measured over four consecutive quarters and in the following quarter, we would be required to make a payment to the partner institution, subject to certain limitations. Through December 31, 2022, the overall return on the PayPal branded credit programs funded by the partner institution exceeded the minimum return threshold. Seasonality The Company does not experience meaningful seasonality with respect to net revenues. No individual quarter in 2022, 2021, or 2020 accountedfor morethan30%ofannualnetrevenue. OperatingExpenses Thefollowingtablesummarizesouroperatingexpensesandrelatedmetricsweusetoassessthetrendsineach: PercentIncrease/ YearEndedDecember31, (Decrease) 2022 2021 2020 2022 2021 (In millions, except percentages) Transactionexpense $ 12,173 $ 10,315 $ 7,934 18% 30% Transactionandcreditlosses 1,572 1,060 1,741 48% (39)% Customersupportandoperations 2,120 2,075 1,778 2% 17% Salesandmarketing 2,257 2,445 1,861 (8)% 31% Technologyanddevelopment 3,253 3,038 2,642 7% 15% Generalandadministrative 2,099 2,114 2,070 (1)% 2% Restructuringandothercharges 207 62 139 234% (55)% TOTALOPERATINGEXPENSES $ 23,681 $ 21,109 $ 18,165 12% 16% (1) 0.90% 0.83% 0.85% ** ** Transactionexpenserate (2) Transactionandcreditlossrate 0.12% 0.09% 0.19% ** ** (1) TransactionexpenserateiscalculatedbydividingtransactionexpensebyTPV. (2) TransactionandcreditlossrateiscalculatedbydividingtransactionandcreditlossesbyTPV. ** Notmeaningful. TransactionExpense Transactionexpenseisprimarilycomposedofthecostsweincurtoacceptacustomersfundingsourceofpayment.These costs include fees paid to payment processors and other financial institutions when we draw funds from a customers credit or debit card, bank account, or other funding source they have stored in their digital wallet. We refer to the allocation of funding sources used by our consumers as our “funding mix.” The cost of funding a transaction with a credit or debit card is generally higher than the cost of funding a transaction from a bank or through internal sources such as a PayPal or 36 •2022AnnualReport

PARTII Item7. ManagementsDiscussionandAnalysisofFinancialConditionandResultsofOperations Venmo account balance or our consumer credit products. As we expand the availability and presentation of alternative funding sourcesto our customers,our funding mix may change,whichcouldincreaseordecreaseourtransactionexpense rate. The cost of funding a transaction is also impacted by the geographic region or country in which a transaction occurs, as we generally pay lower rates for transactions funded with credit or debit cards outside the U.S. Our transaction expense rate is impacted by changes in product mix, merchant mix, regional mix, funding mix, and fees paid to payment processors and other financial institutions. Macroeconomic environment changes may also result in behavioral shifts in consumer spendingpatternsaffectingthetypeoffundingsourcetheyuse,whichcouldalsoimpactthefundingmix. Transaction expense (in millions) $12,173 $10,315 $7,934 ANNU AL REPOR 2022 2021 2020 T Transaction expense increased by $1.9 billion, or 18%, in 2022 compared to 2021 due primarily to an increase in TPV of 9% and unfavorable changes in product mix. The increase in transaction expense rate in 2022 compared to 2021 was also attributable to unfavorable changes in product mix with a higher proportion of TPV from unbranded card processing volume, which generally has higher expense rates than other products and services. For the years ended December 31, 2022,2021,and2020,approximately35%,39%,and40%ofTPV,respectively,wasgeneratedoutsideoftheU.S. TransactionandCreditLosses Transaction losses include the expense associated with our customer protection programs, fraud, and chargebacks.Credit losses include the current expected credit losses associated with our merchant and consumer loans receivable portfolio. Our transaction and credit losses fluctuate depending on many factors, including TPV, product mix, current and projected macroeconomic conditions such as unemployment rates, retail e-commerce sales and household disposable income, merchant insolvency events, changes to and usage of our customer protection programs, the impact of regulatory changes,andthecreditquality of loans receivablearising from transactionsfunded with our credit products for consumers and loans and advances to merchants. Estimating our current expected credit loss allowances for our loans receivable portfolios is an inherently uncertain process and the ultimate losses we incur may vary from the current estimates. We regularly update our allowance estimates as new facts become known and events occur that may impact the ultimate losses incurred. A deterioration in macroeconomic conditions or other factors beyond those considered in our estimates could result in credit losses that exceed our current estimated credit losses and adversely impact our future operating results. The components of our transaction and credit losses for the years ended December 31, 2022, 2021, and 2020 were as follows (in millions): $1,572 $1,741 $402 $1,060 $606 $1,170 $1,153 $1,135 $(93) 2022 2021 2020 Transaction losses Credit losses Transactionandcreditlossesincreasedby$512million,or48%,in2022comparedto2021. Transaction losses were approximately $1.2 billion for both 2022 and 2021, reflecting an increase of $17 million, or 1%. Transaction loss rate (transaction losses divided by TPV) was 0.09%, 0.09%, and 0.12% for the years ended December 31, 2022, 2021, and 2020, respectively. The increase in transaction losses in 2022 was attributable to an increase in losses •2022AnnualReport 37

PARTII Item7. ManagementsDiscussionandAnalysisofFinancialConditionandResultsofOperations related to our Venmo products and services resulting from fraud schemes, an increase in goods and services transactions which are now eligible for coverage by our protection programs, and a loss related to a merchant insolvency proceeding, which was offset by recoveries attributable to enhancements in our fraud recoupment capabilities and benefits from continued risk mitigation strategies. In the second quarter of 2022, we recorded a $114 million estimated loss related to the above mentioned merchant insolvency proceeding, and in the fourth quarter of 2022, this estimated loss was reduced by approximately$75milliontoaccountforrecoveriesandchangesinourestimatedlossreserve. Credit losses increased by $495 million in 2022 compared to 2021. The components of credit losses for the years ended December31,2022,2021,and2020wereasfollows(inmillions): YearEndedDecember31, 2022 2021 2020 (1) Netcharge-offs $ 267 $ 219 $ 310 (2) Reservebuild(release) 135 (312) 296 CREDITLOSSES $ 402 $ (93) $606 (1) Netcharge-offsincludesprincipalcharge-offspartiallyoffset by recoveriesfor consumerandmerchantreceivables. (2) Reservebuild(release)representschangeinallowanceforprincipalreceivablesexcludingforeigncurrencyremeasurementand,for2020,impactofadoptionofthecurrent expectedcreditlossaccountingstandard. The provision for the year ended December 31, 2022 was primarily attributable to loan originations during the period and a slight deterioration in the credit quality of loans outstanding. The benefit for the year ended December 31, 2021 was attributable to a reduction of our allowance for loans and interest receivable due primarily to improvements in both current andprojectedmacroeconomicconditionsatthatpointintimeandthecreditqualityofloansoutstanding,partiallyoffsetby an increase in the allowance due to originations. During 2022 and 2021, allowances for our merchant and consumer portfolios included qualitative adjustments that took into account uncertainty with respect to macroeconomic conditions, and uncertainty around the financial health of our borrowers and effectiveness of loan modification programs made available to merchants. The consumer loans and interest receivable balance as of December 31, 2022 and 2021 was $5.9 billion and $3.8 billion, respectively,net of participation interest sold, representing a year-over-year increase of 53% driven by the expansion of our installment credit products. Approximately 37% and 53% of our consumer loans receivableoutstandingas of December31, 2022 and 2021, respectively, were due from consumers in the U.K. The decline in the percentage of consumer loans receivable outstanding in the U.K. at December 31, 2022 compared to December 31, 2021 was due to overall growth in the consumer loan portfolio, particularly from installment credit products in other markets including Germany, the U.S., and Japan. Thefollowingtableprovidesinformationregardingthecreditqualityofourconsumerloansandinterestreceivablebalance: December31, 2022 2021 Percentofconsumerloansandinterestreceivablecurrent 97.1% 97.0% (1) Percentofconsumerloansandinterestreceivable>90daysoutstanding 1.4% 1.5% (2) Netcharge-offrate 4.5% 4.3% (1) Representspercentageofbalanceswhichare90dayspastthebillingdateorcontractualrepaymentdate,asapplicable. (2) Netcharge-offrateistheannualratioofnetcreditlosses,excludingfraudlosses,onconsumerloansasapercentageoftheaveragedailyamountofconsumerloansandinterest receivablebalanceduringtheperiod. Weoffer access to merchant finance products for certain small and medium-sized businesses, which we refer to as our merchant finance offerings. Total merchant loans, advances, and interest and fees receivable outstanding, net of participation interest sold, as of December 31, 2022 was $2.1 billion compared to $1.4 billion as of December 31, 2021, representing a year-over-year increase of 48%. The increase in merchant loans, advances and interest and fees receivable outstandingwasdueprimarilytogrowthinourPayPalBusinessLoanproductsintheU.S.Approximately86%and5%ofour merchantreceivablesoutstanding as of December 31, 2022 were due from merchants in the U.S. and U.K., as compared to approximately82%and8%asofDecember31,2021,respectively. 38 •2022AnnualReport

PARTII Item7. ManagementsDiscussionandAnalysisofFinancialConditionandResultsofOperations Thefollowingtableprovidesinformationregardingthecreditqualityof our merchantloans,advances,andinterestandfees receivablebalance: December31, 2022 2021 Percentofmerchantloans,advances,andinterestandfeesreceivablecurrent 90.7% 91.8% (1) Percentofmerchantloans,advances,andinterestandfeesreceivable>90daysoutstanding 3.7% 3.1% Netcharge-offrate(2) 4.5% 4.7% (1) Representspercentageofbalanceswhichare90dayspasttheoriginalexpectedorcontractualrepaymentperiod,asapplicable. (2) Netcharge-offrateistheannualratioofnetcreditlosses,excludingfraudlosses,onmerchantloansandadvancesasapercentageoftheaveragedailyamountofmerchantloans, advances,andinterestandfeesreceivablebalanceduringtheperiod. We continue to evaluate and modify our acceptable risk parameters in response to the changing macroeconomic environment. Following a reduction in originations in merchant loans and advances in 2020 due to the COVID-19 ANNU pandemic, changes to our acceptable risk parameters in 2021 and 2022 resulted in a gradual increase in originations, and thus a higher merchant receivable balance as of December 31, 2022 as compared to December 31, 2021. Modifications to AL the acceptable risk parameters for our consumer credit products did not have a material impact on our consumer loans in REPOR theperiodspresented. For additional information, see “Note 11—Loans and Interest Receivable” in the notes to the consolidated financial T statements,and“Item1A.RiskFactors—Ourcreditproductsexposeustoadditionalrisks”includedinthisForm10-K. CustomerSupportandOperations Customer support and operations includes costs incurred in our global customer operations centers, including costs to provide call support to our customers, costs to support our trust and security programs protecting our merchants and consumers, and other costs incurred related to the delivery of our products, including payment devices, card production, andcustomeronboardingandcompliancecosts. Customer support and operations (in millions) $2,120 $2,075 $1,778 2022 2021 2020 Customersupportandoperationscostsincreased$45 million, or 2%, in 2022 comparedto 2021. The increasein 2022 was primarily attributable to increases in expenses related to software that supports our consumer loan products, customer onboarding and compliance costs, other operating charges, and costs associated with the production of PayPal and Venmobrandeddebitandcreditcards,partiallyoffsetbyadeclineincontractorsandconsultingcosts. SalesandMarketing Sales and marketing includes costs incurred for customer acquisition, business development, advertising, and marketing programs. Sales and marketing (in millions) $2,257 $2,445 $1,861 2022 2021 2020 •2022AnnualReport 39

PARTII Item7. ManagementsDiscussionandAnalysisofFinancialConditionandResultsofOperations Sales and marketing expenses decreased $188 million, or 8%, in 2022 compared to 2021 due primarily to lower spending onmarketingcampaignscomparedtotheprioryearanddeclinesinemployee-relatedandconsultingcosts,partiallyoffset byanincreaseinamortizationofacquiredintangiblesandpaymentsmadetoourchannelpartners. TechnologyandDevelopment Technologyanddevelopmentincludescostsincurredin connectionwith the developmentof our paymentsplatform, new products, and the improvement of our existing products, including the amortization of software and website development costsincurredin developingour paymentsplatform,whicharecapitalized.It alsoincludesacquireddevelopedtechnology andoursiteoperationsandotherinfrastructurecostsincurredtosupportourpaymentsplatform. Technology and development (in millions) $3,253 $3,038 $2,642 2022 2021 2020 Technology and development expenses increased $215 million, or 7%, in 2022 compared to 2021 due primarily to increases in employee-related expenses and cloud computing services utilized in delivering our products and services, partially offset by a decline in costs related to contractors and consultants. GeneralandAdministrative General and administrative includes costs incurred to provide support to our business, including legal, human resources, finance, risk and compliance,executive,and other supportoperations. General and administrative (in millions) $2,099 $2,114 $2,070 2022 2021 2020 General and administrative expenses decreased $15 million, or 1%, in 2022 compared to 2021 due primarily to declines in professional services and employee-related expenses due in part to a decline in stock-based compensation expense, partially offset by an increase in costs associated with enterprise software services. RestructuringandOtherCharges Restructuringandotherchargesprimarilyconsistofrestructuringexpensesandassetimpairmentcharges. Restructuring and other charges (in millions) $207 $139 $62 2022 2021 2020 Restructuringandotherchargesincreasedby$145millionin2022comparedto2021. 40 •2022AnnualReport

PARTII Item7. ManagementsDiscussionandAnalysisofFinancialConditionandResultsofOperations During the first quarter of 2022, management initiated a strategic reduction of the existing global workforce intended to streamline and optimize our global operations to enhance operating efficiency. This effort focused on reducing redundant operations and simplifying our organizational structure. The associated restructuring charges during the year ended December31,2022were$121million.Weprimarilyincurredemployeeseveranceandbenefitscosts,aswellasassociated consulting costs. The strategic actions associated with this plan were substantially completed by the fourth quarter of 2022. Theestimatedreductioninannualizedemployee-relatedcostsassociatedwiththeimpactedworkforcewasapproximately $265million, including approximately $100 million in stock-based compensation. A portion of the reduction in annual costs associatedwiththeimpactedworkforcewasreinvestedinthebusinesstodriveadditionalgrowth. During the first quarter of 2020, management approved a strategic reduction of the existing global workforce as part of a multiphase process to reorganize our workforce concurrently with the redesign of our operating structure, which spanned multiple quarters. During the year ended December 31, 2021, the associated restructuring charges were $27 million. We primarily incurred employee severance and benefits costs, as well as associated consulting costs under the 2020 strategic reduction,whichwassubstantiallycompletedin2021. ANNU For information on the associated restructuring liability, see “Note 17—Restructuring and Other Charges” in the notes to the AL consolidatedfinancialstatementsincludedinthisForm10-K. REPOR Additionally, we are continuing to review our real estate and facility capacity requirements due to our new and evolving work models. We incurred asset impairment charges of $81 million and $26 million, respectively, due to exiting certain T leasedpropertieswhichresultedinareductionofright-of-useleaseassetsandrelatedleaseholdimprovements. OtherIncome(Expense),Net Other income (expense), net of $(471) million in 2022 increased $308 million as compared to $(163) million in 2021 due primarily to net losses and impairments on strategic investments incurred in the period compared to net gains in the prior period and, to a lesser extent, an increase in interest expense due in part to incremental expense from our May 2022 fixed rate debt, partially offset by an increase in interest income due to an increase in interest rates. IncomeTaxExpense(Benefit) Our effective income tax rate was 28% in 2022 and (2)% in 2021. The increase in our effective income tax rate in 2022 compared to 2021 was primarily attributable to a decrease in discrete tax benefits associated with stock-based compensation deductions and an increase in tax expense related to the intra-group transfer of intellectual property. See “Note 16—Income Taxes” to the consolidated financial statements included in this Form 10-K for more information on our effective tax rate. LiquidityandCapitalResources Werequireliquidity and accessto capital to fund our global operations, including our customer protection programs, credit products, capital expenditures, investments in our business, potential acquisitions and strategic investments, working capital, and other cash needs. We believe that our existing cash, cash equivalents, and investments, cash expected to be generated from operations, and our expected access to capital markets, together with potential external funding through third party sources, will be sufficient to meet our cash requirementswithin the next 12 months and beyond. SourcesofLiquidity Cash,CashEquivalents,andInvestments Thefollowingtablesummarizesourcash,cashequivalents,andinvestmentsasofDecember31,2022and2021: YearEndedDecember31, 2022 2021 (In millions) (1)(2) Cash,cashequivalents,andinvestments $ 13,723 $ 12,981 (1) Excludesassetsrelatedtofundsreceivableandcustomeraccountsof$36.4billionand$36.1billionasofDecember31,2022and2021,respectively. (2) Excludestotalrestrictedcashof$17millionand$109millionatDecember31,2022and2021,respectively,andstrategicinvestmentsof$2.1billionand$3.2billionatDecember31, 2022and2021,respectively. Cash, cash equivalents, and investments held by our foreign subsidiaries were $8.6 billion at December 31, 2022 and $7.4 billion at December 31, 2021, or 62% and 57%, of our total cash, cash equivalents, and investments as of those respective dates. At December 31, 2022, all of our cash, cash equivalents, and investments held by foreign subsidiaries •2022AnnualReport 41

PARTII Item7. ManagementsDiscussionandAnalysisofFinancialConditionandResultsofOperations were subject to U.S. taxation under Subpart F, Global Intangible Low Taxed Income (“GILTI”) or the one-time transition tax under the Tax Cuts and Jobs Act of 2017 (“Tax Act”). Subsequent repatriations to the U.S. will not be taxable from a U.S. federal tax perspective,but may be subjectto state income or foreign withholdingtax. A significant aspect of our global cash management activities involves meeting our customers requirements to access their cash while simultaneously meeting our regulatory financial ratio commitments in various jurisdictions. Our global cash balances are required not only to provide operational liquidity to our businesses, but also to support our global regulatory requirementsacrossourregulatedsubsidiaries.Accordingly,notallofourcashisavailableforgeneralcorporatepurposes. CashFlows Thefollowingtablesummarizesourconsolidatedstatementsofcashflows: YearEndedDecember31, 2022 2021 2020 (In millions) Netcashprovidedby(usedin): (1) Operatingactivities $ 5,813 $ 5,797 $ 6,219 (1) Investingactivities (3,421) (5,149) (16,545) (1) Financingactivities (1,110) (557) 12,454 Effect of exchangeratesoncash,cashequivalents,andrestrictedcash (155) (102) 169 NETINCREASE(DECREASE)INCASH,CASHEQUIVALENTS,ANDRESTRICTEDCASH $ 1,127 $ (11) $ 2,297 (1) Prior period amountshavebeenrevisedtoconformtothecurrentperiodpresentation.Referto“Note1—OverviewandSummaryofSignificantAccountingPolicies”toour consolidatedfinancialstatementsincludedinthisForm10-Kforadditionalinformation. OperatingActivities Cash flows from operating activities includes net income adjusted for certain non-cash expenses, timing differences between expenses recognized for provision for transaction and credit losses and actual cash transaction losses incurred, and changes in other assets and liabilities. Significant non-cash expenses for the period include depreciation and amortization and stock-based compensation. The cash impact from actual transaction losses incurred during a period is reflected as changes in other assets and liabilities. The expenses recognized during the period for provision for credit losses are estimates of current expected credit losses on our merchant and consumer credit products. Actual charge-offs of receivablesrelatedto our merchantsandconsumercreditproductshavenoimpactoncashfromoperatingactivities. The net cash generated from operating activities of $5.8 billion in 2022 was due primarily to operating income of $3.8 billion, as well as adjustments for non-cash expenses including provision for transaction and credit losses of $1.6 billion, depreciation and amortization of $1.3 billion, and stock-based compensation of $1.3 billion. Cash flows from operating activities was also impacted by changes in income taxes payable of $373 million, net losses on our strategic investments of $304 million, and an increase in other liabilities of $483 million. These changes, which favorably impacted cash generated from operations, were partially offset by actual cash transaction losses incurred during the period of $1.2 billion and changes in deferred income taxes of $811 million. Thenetcashgeneratedfromoperatingactivitiesof$5.8billionin2021wasdueprimarilytooperatingincomeof$4.3billion, as well as adjustments for non-cash expenses including stock-based compensation of $1.4 billion, depreciation and amortization of $1.3 billion, and provision for transaction and credit losses of $1.1 billion. Cash flows from operating activities wasalsoimpactedbyactualcashtransactionlosses incurredduring the period of $1.2 billion, changes in deferred income taxes of $482 million, an increase in accounts receivable of $222 million, and changes in other assets and liabilities of $287million. The net cash generated from operating activities of $6.2 billion in 2020 was due primarily to operating income of $3.3 billion, as well as adjustments for non-cash expenses including provision for transaction and credit losses of $1.7 billion, stock-based compensation of $1.4 billion, and depreciation and amortization of $1.2 billion. Cash flows from operating activities was also impacted by net gains on our strategic investments of $1.9 billion and actual cash transaction lossesincurredduringtheperiodof$1.1billion,partiallyoffset by increasein other liabilitiesof $1.0 billion. Cashpaidforincometaxes,netin2022,2021,and2020was$878million,$474million,and$565million,respectively. 42 •2022AnnualReport

PARTII Item7. ManagementsDiscussionandAnalysisofFinancialConditionandResultsofOperations InvestingActivities Cashflowsfrominvestingactivitiesincludes purchases,maturities and sales of investments, cash paid for acquisitions and strategic investments, purchases and sales of property and equipment, purchases, originations, and principal repayment of loansreceivable,changesinfundsreceivable,andchangesincollateralpostedrelatedtoderivativeinstruments,net. The net cash used in investing activities of $3.4 billion in 2022 was due primarily to purchases and originations of loans receivable of $28.2 billion, purchases of investments of $20.2 billion, changes in funds receivable from customers of $2.8 billion, and purchases of property and equipment of $706 million. These cash outflows were partially offset by principal repaymentofloansreceivableof$24.9billionandmaturitiesandsalesofinvestmentsof$23.4billion. Thenetcashusedininvestingactivitiesof $5.1 billion in 2021 was due primarily to purchasesof investmentsof $40.1 billion, purchases and originations of loans receivable of $13.4 billion, acquisitions (net of cash acquired) of $2.8 billion, and purchases of property and equipment of $908 million. These cash outflows were partially offset by maturities and sales of investments of $39.7 billion, principal repayment of loans receivable of $11.8 billion, changes in collateral posted related to ANNU derivativeinstruments,net of $336 million, and changesin funds receivablefrom customersof $193 million. AL The net cash used in investing activities of $16.5 billion in 2020 was due primarily to purchases of investments of REPOR $41.5 billion, purchases and originations of loans receivable of $6.1 billion, acquisitions (net of cash acquired) of $3.6 billion, changes in funds receivable from customers of $1.6 billion, purchases of property and equipment of $866 million, and changesin collateral posted related to derivative instruments, net of $327 million. These cash outflows were partially offset T bymaturities and sales of investments of $30.9 billion, principal repayment of loans receivable of $6.4 billion and proceeds fromthesaleofpropertyandequipmentof$120million. FinancingActivities Cash flows from financing activities includes proceeds from issuance of common stock, purchases of treasury stock, tax withholdings related to net share settlements of equity awards, borrowings and repayments under financing arrangements, changes in funds payable and amounts due to customers, and changes in collateral received related to derivative instruments,net. The net cash used in financing activities of $1.1 billion in 2022 was due primarily to the repurchase of $4.2 billion of our commonstockunderourJuly2018stockrepurchaseprogram,repaymentsofborrowingsunderfinancingarrangementsof $1.7 billion (including the repurchase and redemption of certain fixed rate notes and repayment of borrowings under a prior credit agreement, both described below under “Available credit and debt”), and tax withholdings of $336 million related to net share settlement of equity awards. These cash outflows were partially offset by borrowings under financing arrangements of $3.5 billion (including proceeds from the issuance of fixed rate debt in May 2022 and borrowings under ourPaidycreditagreements)andchangesinfundspayableandamountsduetocustomersof$1.5billion. The net cash used in financing activities of $557 million in 2021 was due primarily to the repurchase of $3.4 billion of our common stock under our July 2018 stock repurchase program, tax withholdings of $1.0 billion related to net share settlement of equity awards, and repayments of borrowings under Paidy credit agreements of $361 million. The cash outflows were partially offset by changes in funds payable and amounts due to customers of $3.6 billion, cash proceeds from borrowingsunderourPaidycreditagreementsof$272million,andchangesincollateralreceivedrelatedto derivative instruments,net of $207 million. Thenetcashgeneratedfromfinancingactivitiesof $12.5 billion in 2020 was due primarily to changes in funds payable and amountsduetocustomersof$10.6billionand$7.0billionofcashproceedsfromtheissuanceoflong-termdebtintheform of fixed rate notes in May 2020 as well as proceeds from borrowings under our Credit Agreement (as defined below under “Available credit and debt”). These cash inflows were partially offset by repayment of outstanding borrowings under our Credit Agreementof $3.0 billion, the repurchase of $1.6 billion of our common stock under our stock repurchase programs, andtaxwithholdingsrelatedtonetsharesettlementofequityawardsof$521million. Effect of ExchangeRatesonCash,CashEquivalents,andRestrictedCash Foreign currency exchange rates had a negative impact of $155 million, a negative impact of $102 million, and a positive impact of $169 million on cash, cash equivalents, and restricted cash during 2022, 2021, and 2020, respectively, which resulted primarily from the impact of fluctuations in the exchange rate of the U.S. dollar to the Australian dollar. The negative impact of foreign currency exchange on cash, cash equivalents, and restricted cash in 2022 was also attributable, to a lesser extent, to the fluctuations in the exchange rate of the U.S. dollar to the Swedish krona, Japanese yen, Indian rupee, andtheEuro.Thenegativeimpactofforeigncurrencyexchangeoncash,cashequivalents,andrestrictedcashin2021was also attributable, to a lesser extent, to the fluctuations in the exchange rate of the U.S. dollar to the Euro and Swedish krona. •2022AnnualReport 43

PARTII Item7. ManagementsDiscussionandAnalysisofFinancialConditionandResultsofOperations AvailableCreditandDebt In February 2022, we entered into a credit agreement (the “Paidy Credit Agreement”) with Paidy as co-borrower, which provides for an unsecured revolving credit facility of ¥60.0 billion. In September 2022, the Paidy Credit Agreement was modified to increase the borrowing capacity by ¥30.0 billion for a total borrowing capacity of ¥90.0 billion (approximately $686millionasofDecember31,2022).IntheyearendedDecember31,2022,¥64.3billion(approximately$491million)was drawn down under the Paidy Credit Agreement. Accordingly, at December 31, 2022, ¥25.7 billion (approximately $195 million) of borrowing capacity was available for the purposes permitted by the Paidy Credit Agreement, subject to customaryconditionstoborrowing. In October 2021, we assumed a credit agreement through our acquisition of Paidy (the “Prior Credit Agreement”). The Prior Credit Agreement provided for a secured revolving credit facility of approximately ¥22.8 billion (approximately $198 million at the time of acquisition). In the first quarter of 2022, we terminated the Prior Credit Agreement and repaid outstanding borrowings. In September 2019, we entered into a credit agreement (the “Credit Agreement”) that provides for an unsecured $5.0 billion, five-year revolving credit facility that includes a $150 million letter of credit sub-facility and a $500 million swingline sub-facility, with available borrowings under the revolving credit facility reduced by the amount of any letters of credit and swingline borrowings outstanding from time to time. As of December 31, 2022, no borrowings were outstanding undertheCreditAgreementandassuch,$5.0billionofborrowingcapacitywasavailableforthepurposespermittedbythe Credit Agreement,subjecttocustomaryconditionstoborrowing. We maintain uncommitted credit facilities in various regions throughout the world with a borrowing capacity of approximately $80 million in the aggregate, where we can withdraw and utilize the funds at our discretion for general corporate purposes. As of December 31, 2022, the majority of the borrowing capacity under these credit facilities was available, subject to customary conditionsto borrowing. In May 2022, May 2020 and September 2019, we issued fixed rate notes with varying maturity dates for an aggregate principal amount of $12.0 billion (collectively referred to as the “Notes”). Proceeds from the issuance of these Notes may be used for general corporate purposes, which may include funding the repayment or redemption of outstanding debt, share repurchases, ongoing operations, capital expenditures, and possible acquisitions of businesses, assets, or strategic investments.In May 2022, weusedaportionoftheproceedsfromthatdebtissuancetorepurchaseandredeem$1.6billion in notes from our prior debt issuances in September 2019 and May 2020. As of December 31, 2022, we had $10.4 billion in fixed rate debt outstandingwith varying maturity dates. Foradditionalinformation,see“Note12—Debt”toourconsolidatedfinancialstatementsincludedinthisForm10-K. Dependingonmarketconditions,we may from time to time issue debt, including in private or public offerings, to fund our operating activities, finance acquisitions, make strategic investments, repurchase shares under our stock repurchase programs,orreduceourcostofcapital. Wehaveacashpooling arrangement with a financial institution for cash management purposes. The arrangement allows for cash withdrawals from the financial institution based upon our aggregate operating cash balances held within the financial institution (“Aggregate Cash Deposits”). The arrangement also allows us to withdraw amounts exceeding the Aggregate Cash Deposits up to an agreed-upon limit. The net balance of the withdrawals and the Aggregate Cash Deposits are used by the financial institution as a basis for calculating our net interest expense or income under the arrangement. As of December 31, 2022, we had a total of $1.7 billion in cash withdrawals offsetting our $1.7 billion in AggregateCashDepositsheldwithinthefinancialinstitutionunderthecashpoolingarrangement. CreditRatings Asof December31, 2022, we continue to be rated investment grade by Standard and Poors Financial Services, LLC, Fitch Ratings, Inc., and Moodys Investors Services Inc. We expect that these credit rating agencies will continue to monitor our performance, including our capital structure and results of operations. Our goal is to be rated investment grade, but as circumstances change, there are factors that could result in our credit ratings being downgraded or put on a watch list for possible downgrading.If that were to occur, it could increase our borrowing rates, including the interest rate on borrowings underourcreditagreements. CurrentandFutureCashRequirements Our material cash requirements include funds to support current and potential: operating activities, credit products, customer protection programs, stock repurchases, strategic investments, acquisitions, other commitments, and capital expendituresandotherfutureobligations. 44 •2022AnnualReport

PARTII Item7. ManagementsDiscussionandAnalysisofFinancialConditionandResultsofOperations CreditProducts Growth in our portfolio of loan receivables increases our liquidity needs, and any inability to meet those liquidity needs could adversely affect our business. We are currently evaluating partnerships and third-party sources of funding for our credit products. In June 2018, the Luxembourg Commission de Surveillance du Secteur Financier (the “CSSF”) agreed that PayPals managementmaydesignateupto35%ofEuropeancustomerbalancesheldinourLuxembourgbankingsubsidiarytofund European and U.S. credit activities. In August 2022, the CSSF approved PayPals management designating up to 50% of such balances to fund our credit activities through the end of February 2023. During 2022, an additional $1.1 billion was approved to fund our credit activities. As of December 31, 2022, the cumulative amount approved by management to be designated to fund credit activities aggregated to $3.8 billion and represented approximately 37% of European customer balances made available for our corporate use at that date, as determined by applying financial regulations maintained by the CSSF. We may periodically seek to designate additional amounts of European customer balances for our credit ANNU activities, as we deem necessary, based on utilization of the approved funds and anticipated credit funding requirements. Under certain exceptional circumstances, corporate liquidity could be called upon to meet our obligations related to our AL Europeancustomerbalances. REPOR While our objective is to expand the availability of our credit products with capital from external sources, there can be no assurancethatwewillbesuccessfulinachievingthatgoal. T CustomerProtectionPrograms The risk of losses from our customer protection programs are specific to individual consumers, merchants, and transactions, and may also be impacted by regional variations in, and changes or modifications to, the programs, including as a result of changes in regulatory requirements. For the periods presented in these consolidated financial statements included in this report, our transaction loss rate ranged between 0.09% and 0.12% of TPV. Historical loss rates may not be indicative of future results. StockRepurchases During the year ended December 31, 2022, we repurchased approximately $4.2 billion of our common stock in the open market under our stock repurchase program authorized in July 2018. In June 2022, our Board of Directors authorized an additional stock repurchase program that provides for the repurchase of up to $15.0 billion of our common stock, with no expiration from the date of authorization. As of December 31, 2022, a total of approximately $861 million and $15.0 billion remained available for future repurchases of our common stock under our July 2018 and June 2022 stock repurchase programs, respectively. For additional information, see “Note 14—Stock Repurchase Programs” to our consolidatedfinancialstatementsincludedinthisForm10-K. FutureObligations As of December 31, 2022 and 2021, approximately $4.9 billion and $4.1 billion, respectively, of unused credit was available to PayPal Credit account holders in the U.K. While this amount represents the total unused credit available, we have not experienced, and do not anticipate, that all of our PayPal Credit account holders will access their entire available credit at any given point in time. In addition, the individual lines of credit that make up this unused credit are subject to periodic reviewandterminationbasedon,amongotherthings,accountusageandcustomercreditworthiness. •2022AnnualReport 45

PARTII Item7. ManagementsDiscussionandAnalysisofFinancialConditionandResultsofOperations We have certain fixed contractual obligations and commitments that include future estimated payments for general operating purposes. Changes in our business needs, contractual cancellation provisions, fluctuating interest rates, and other factors may result in actual payments differing from our estimates. We cannot provide certainty regarding the timing and amounts of these payments. The following table summarizes our obligations as of December 31, 2022 that are expected to impact liquidity and cash flow in future periods. We believe we will be able to fund these obligations through ourexistingcashandinvestmentportfolioandcashexpectedtobegeneratedfromoperations. Purchase Operating Transition Long-term Obligations Leases Tax Debt Total PaymentsDueDuringtheYearEndingDecember31, (In millions) 2023 $ 900 $ 170 $ 212 $ 739 $ 2,021 2024 708 157 284 1,568 2,717 2025 374 116 354 1,280 2,124 2026 329 105 — 1,522 1,956 2027 20 92 — 729 841 Thereafter — 150 — 9,215 9,365 $ 2,331 $ 790 $ 850 $ 15,053 $ 19,024 Thesignificantassumptionsusedinourdeterminationofamountspresentedintheabovetableareasfollows: • Purchase obligation amounts include minimum purchase commitments for cloud computing services, advertising, and capital expenditures,and other goods and servicesenteredinto in the ordinarycourseof business. • Operating lease amounts include minimum rental payments under our non-cancelable operating leases (including leases not yet commenced) primarily for office and data center facilities. The amounts presented are consistent with contractual terms and are not expected to differ significantly from actual results under our existing leases, unless a substantial changein our headcountneedsrequiresustoexpandouroccupiedspaceorexitanofficefacilityearly. • Transition tax representsthe one-time mandatorytax on previouslydeferredforeignearningsundertheTax Act. • Long-term debt amounts represent the future principal and interest payments (based on contractual interest rates) on our fixed-rate debt. For more information, see “Note 12—Debt” to our consolidated financial statements included in this Form10-K. As we are unable to reasonably predict the timing of settlement of liabilities related to unrecognized tax benefits, net, the table abovedoesnotinclude$1.9billionofsuchnon-currentliabilitiesincludedindeferredandothertaxliabilitiesrecorded onourconsolidatedbalancesheetasofDecember31,2022. OtherConsiderations Our liquidity, access to capital, and borrowing costs could be adversely impacted by declines in our credit rating, our financial performance, and global credit market conditions, as well as a broad range of other factors. In addition, our liquidity, access to capital, and borrowing costs could also be negatively impacted by the outcome of any of the legal or regulatory proceedings to which we are a party. See “Item 1A. Risk Factors” and “Note 13—Commitments and Contingencies” to our consolidated financial statements included in this Form 10-K for additional discussion of these and otherrisks that our business faces. Critical AccountingPoliciesandEstimates Theapplication of U.S. generally accepted accounting principles (“GAAP”) requires us to make estimates and assumptions about certain items and future events that directly affect our reported financial condition. We have established detailed policies and control procedures to provide reasonable assurance that the methods used to make estimates and assumptions are well controlled and are applied consistently from period to period. The accounting estimates and assumptions discussed in this section are those that we consider to be the most critical to our financial statements. An accountingestimateor assumptionis consideredcriticalif both (a) the nature of the estimate or assumption is material due to the levels of subjectivity and judgment involved, and (b) the impact within a reasonable range of outcomes of the estimate and assumption is material to our financial condition. Management has discussed the development, selection, anddisclosureoftheseestimateswiththeAudit,Risk,andComplianceCommitteeofourBoardofDirectors.Oursignificant accounting policies, including recent accounting pronouncements, are described in “Note 1—Overview and Summary of Significant AccountingPolicies”to the consolidatedfinancialstatementsincludedin this Form 10-K. 46 •2022AnnualReport

PARTII Item7. ManagementsDiscussionandAnalysisofFinancialConditionandResultsofOperations A quantitative sensitivity analysis is provided where information is reasonably available, can be reliably estimated, and provides material information to investors. The amounts used to assess sensitivity are included to allow users of this report to understand a general directional cause and effect of changes in the estimates and do not represent managements predictions of variability. For all of these estimates, it should be noted that future events rarely develop exactly as forecasted,andsuchestimatesrequireregularreviewandadjustment. AllowanceforTransactionandCreditLosses Transaction and credit losses include the expense associated with our customer protection programs, fraud, chargebacks, and credit losses associated with our loans receivable balances. Our transaction and credit losses fluctuate depending on many factors, including: total TPV, product mix, current and projected macroeconomic conditions, merchant insolvency events, changes to and usage of our customer protection programs, the impact of regulatory changes, and the credit quality of loans receivable arising from transactions funded with our credit products, which include revolving and ANNU installment credit products offered to consumers at checkout, and merchant loans and advances arising from the PayPal WorkingCapitalandPayPalBusinessLoanproducts. AL We establish allowances for negative customer balances and estimated transaction losses arising from processing REPOR customer transactions, such as chargebacks for unauthorized credit card use and merchant-related chargebacks due to non-delivery or unsatisfactory delivery of purchased items, purchase protection program claims, account takeovers, and T Automated Clearing House returns. Additions to the allowance, in the form of provisions, are reflected in transaction and credit losses on our consolidated statements of income (loss). The allowances are based on known facts and circumstances, internal factors including experience with similar cases, historical trends involving collection and write-off patterns, and the mix of transaction and loss types, as well as current and projected macroeconomic factors, as appropriate. Wealsoestablish an allowance for loans and interest receivable, which represents our estimate of current expected credit losses inherent in our portfolio of loans and interest receivable. This evaluation process is subject to numerous estimates and judgments. The allowance is primarily based on expectations of credit losses based on historical lifetime loss data as well as macroeconomicforecastsappliedtotheportfolio.Thelossmodelsincorporatevariousportfolioattributesincluding geographicregion,first borrowing versus repeat borrowing, delinquency, loan term, internally developed risk ratings, credit rating, and vintage, which vary by portfolio. The loss models also incorporate macroeconomic factors such as forecasted trends in unemployment, retail e-commerce sales, and household disposable income (and through the second quarter of 2022, benchmark credit card charge-off rates), which are sourced externally, using a single scenario that we believe is most appropriate to the economic conditions applicable to a particular period. Projected loss rates, inclusive of historical loss data and macroeconomicfactors,are applied to the principal amount of our merchant and consumer receivables.Our consumer receivables consist of revolving products, which do not have a contractual term, and installment products. The reasonable and supportable forecast period for revolving products, installment products, and merchant products that we have included in our projected loss rates for 2022, which approximates the estimated life of the loans, is approximately 2 years, approximately 7 months to 3.5 years, and approximately 2.5 to 3.5 years, respectively. In 2021, the reasonable and supportable forecast periods were consistent with 2022 except for installment products, which had an estimated life of 7 months to 2.5 years. We also include qualitative adjustments that incorporate incremental information not captured in the quantitative estimates of our current expected credit losses. The allowance for current expected credit losses on interest and fees receivable is determined primarily by applying loss curves to each portfolio by geography, delinquency, and periodoforigination,amongotherfactors. Determiningappropriatecurrentexpectedcreditlossallowancesforloansandinterestreceivableisaninherentlyuncertain process and ultimate losses may vary from the current estimates. We regularly update our allowance estimates as new facts become known and events occur that may impact the settlement or recovery of losses. The allowances are maintained at a level we deem appropriate to adequately provide for current expected credit losses at the balance sheet date after incorporating the impact of externally sourced macroeconomic forecasts. As of December 31, 2022, we utilized externally published projections of the U.S. and U.K. forecasted unemployment rates, forecasted U.S. retail e-commerce sales, and forecasted U.K. household disposable income, among others, over the reasonable and supportable forecast period. As of December31, 2021, we utilized externally published projectionsof the U.S. and U.K. forecastedunemployment rates over the reasonable and supportable forecast period. The overall principal and interest coverage ratio as of December 31, 2022 and 2021 was approximately 7% and 9%, respectively. A significant change in the forecasted macroeconomicfactors could result in a material change in our allowances. Our allowance as of December 31, 2022 took into account uncertainty with respect to macroeconomic conditions, and uncertainty around the financial health of our borrowers and effectiveness of loan modification programs made available to merchants. Our allowance as of December 31, 2021 took into account continued volatility with respect to macroeconomic conditions and uncertainty around the financial health of our merchant borrowers, including uncertainty around the effectiveness of loan modification programs made available to merchants. An increase of 1% in the principal and interest coverage ratio would increase our •2022AnnualReport 47

PARTII Item7. ManagementsDiscussionandAnalysisofFinancialConditionandResultsofOperations allowances by approximately $80 million based on the loans and interest receivable balance outstanding as of December31,2022. AccountingForIncomeTaxes Our annual tax rate is based on our income, statutory tax rates, and tax planning opportunities available to us in the various jurisdictions in which we operate. Tax laws are complex and subject to different interpretations by the taxpayer and respectivegovernmenttaxingauthorities.Significant judgment is required in determining our tax expense and in evaluating our tax positions, including evaluating uncertainties. We review our tax positions quarterly and adjust the balances as new information becomes available. Our income tax rate is significantly affected by the tax rates that apply to our foreign earnings. In addition to local country tax laws and regulations, our income tax rate depends on the extent that our foreign earnings are taxed by the U.S. through provisions such as the GILTI tax and base erosion anti-abuse tax or as a result of our indefinite reinvestment assertion. Indefinite reinvestment is determined by managements judgment about, and intentions concerning,ourfutureoperations. Deferred tax assets represent amounts available to reduce income taxes payable on taxable income in future years. Such assets arise because of temporary differences between the financial reporting and tax bases of assets and liabilities, as well as from net operating loss and tax credit carryforwards. We evaluate the recoverability of these future tax deductions and credits by assessing the adequacy of future expected taxable income from all sources, including reversal of taxable temporary differences, forecasted operating earnings, and available tax planning strategies. These sources of income rely heavily on estimates that are based on a number of factors, including our historical experience and short-range and long- rangebusinessforecasts.Totheextentdeferredtaxassetsarenotexpectedtoberealized,werecordavaluationallowance. WerecognizeandmeasureuncertaintaxpositionsinaccordancewithU.S.GAAP,pursuanttowhichweonlyrecognizethe tax benefit from an uncertain tax position if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement. We report a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. U.S. GAAP further requires that a change in judgment related to the expected ultimate resolution of uncertain tax positions be recognized in earnings in the quarter in which such change occurs. We recognizeinterestandpenalties,if any, relatedto unrecognizedtax benefitsin incometax expense. Wefile annual income tax returns in multiple taxing jurisdictions around the world. A number of years may elapse before an uncertain tax position is audited by the relevant tax authorities and finally resolved. While it is often difficult to predict the final outcome or the timing of resolution of any particular uncertain tax position, we believe that our reserves for income taxes are adequate. We adjust these reserves, as well as the related interest and penalties, where appropriate in light of changingfactsandcircumstances.Settlementofanyparticularpositioncouldrequiretheuseofcash. BasedonourresultsfortheyearendedDecember31,2022,aone-percentagepointincreaseinoureffectivetaxratewould haveresultedinanincreaseinourincometaxexpenseofapproximately$34million. LossContingencies We are currently involved in various claims, regulatory and legal proceedings, and investigations of potential operating violations by regulatory oversight authorities. We regularly review the status of each significant matter and assess our potential financial exposure. If the potential loss from any claim, legal proceeding, or potential regulatory violation is considered probable and the amount can be reasonably estimated, we accrue a liability for the estimated loss. Significant judgment is required in both the determination of probability and whether an exposure is reasonably estimable. Our judgments are subjective and are based on the status of the legal or regulatory proceedings, the merits of our defenses, and consultation with in-house and outside legal counsel. Because of uncertainties related to these matters, accruals are basedonthebestinformationavailableat the time. As additionalinformation becomesavailable,we reassessthe potential liability related to pending claims, litigation, or other violations and may revise our estimates. Due to the inherent uncertainties of legal and regulatory processes in the multiple jurisdictions in which we operate, our judgments may differ materially from the actual outcomes. RevenueRecognition Applicationof the accountingprinciplesin U.S. GAAP relatedto the measurementandrecognitionof revenuerequiresusto make judgments and estimates. Complex arrangements with nonstandard terms and conditions may require significant contract interpretation to determine the appropriate accounting. Specifically, the determination of whether we are a principal to a transaction (gross revenue) or an agent (net revenue) can require considerable judgment. Further, we provide incentive payments to consumers and merchants. Evaluating whether these incentives are a payment to a customer, or 48 •2022AnnualReport

PARTII Item7. ManagementsDiscussionandAnalysisofFinancialConditionandResultsofOperations consideration payable on behalf of a customer, requires judgment. Incentives determined to be made to a customer, or payable on behalf of a customer, are recorded as a reduction to gross revenue. Changes in judgments with respect to theseassumptionsandestimatescouldimpacttheamountofrevenuerecognized. ValuationofGoodwillandIntangibles The valuation of assets acquired in a business combination requires the use of significant estimates and assumptions. The acquisition method of accounting for business combinations requires us to estimate the fair value of assets acquired, liabilities assumed, and any noncontrolling interest in an acquired business to properly allocate purchase price consideration between assets that are depreciated or amortized and goodwill. Our estimates are based upon assumptions that we believe to be reasonable, but which are inherently uncertain and unpredictable. These valuations require the use of managementsassumptions,whichdonotreflectunanticipatedeventsandcircumstancesthatmayoccur. EvaluationofStrategicInvestmentsforImpairment ANNU Wehave strategic investments in non-marketable equity securities, which include investments that do not have a readily AL determinable fair value and are measured at cost minus impairment, if any, and are adjusted for changes resulting from REPOR observablepricechangesinorderlytransactionsfor an identicalor similar investmentin the same issuer (the Measurement Alternative). We review these investments regularly to determine if impairment has occurred. We assess whether an T impairment loss on these non-marketable equity securities, which are primarily investments in privately held companies, has occurred based on qualitative factors such as the companies financial condition and business outlook, industry performance, regulatory, economic or technological environment, and other relevant events and factors affecting the company. When indicators of impairment exist, we estimate the fair value of these non-marketable equity securities using the market approach and/or the income approach. If any impairment is identified, we write down the investment to its fair value and record the correspondingchargethroughotherincome(expense),netin our consolidatedstatementsof income (loss). Estimating fair value requires judgment and use of estimates such as discount rates, forecasted cash flows, and marketdataofcomparablecompanies,amongothers. Item7A.QuantitativeandQualitativeDisclosuresAboutMarketRisk Market risk is the potential for economic losses to be incurred on market risk sensitive instruments arising from adverse changesinmarketfactorssuchasinterestrates,foreigncurrencyexchangerates,andequityinvestmentrisk. Management establishes and oversees the implementation of policies governing our investing, funding, and foreign currency derivative activities intended to mitigate market risks. We monitor risk exposures on an ongoing basis. InterestRateRisk Weare exposed to interest rate risk relating to our investment portfolio and from interest-rate sensitive assets underlying thecustomerbalancesweholdonourconsolidatedbalancesheetsascustomeraccounts. As of December 31, 2022 and 2021, approximately 57% and 40%, respectively, of our total cash, cash equivalents, and investment portfolio (excluding restricted cash and strategic investments) was held in cash and cash equivalents. The remaining portfolio and assets underlying the customer balances that we hold on our consolidated balance sheets as customeraccountsaremaintainedin interestand non-interestbearing bank deposits,time deposits,and available-for-sale debt securities. We seek to preserve principal while holding eligible liquid assets, as defined by applicable regulatory requirements and commercial law in certain jurisdictions where we operate, equal to at least 100% of the aggregate amountofallcustomerbalances.Wedonotpayinterestonamountsduetocustomers. Interest rate movements affect the interest income we earn on cash and cash equivalents, time deposits, and available-for-sale debt securities and the fair value of those securities. A hypothetical 100 basis points increase in interest rates would have resulted in a decrease in the fair value of our cash equivalents and available-for-sale debt securities investmentbyapproximately$161 million and $272 million at December31, 2022and 2021, respectively.Changesin the fair value of our available-for-sale debt securities resulting from such interest rate changes are reported as a component of accumulated other comprehensive income (“AOCI”) and are realized only if we sell the securities prior to their scheduled maturities or the declines in fair values are due to expected credit losses. As of December 31, 2022 and 2021, we had $10.4 billion and $9.0 billion, respectively, in fixed rate debt with varying maturity dates. Since these notes bear interest at fixed rates, they do not result in any financial statement risk associated with changes in interest rates. However, the fair value of these notes fluctuates when interest rates change, increasing in periodsofdeclininginterestratesanddeclininginperiodsofincreasinginterestrates. •2022AnnualReport 49

PARTII Item7A.QuantitativeandQualitativeDisclosuresAboutMarketRisk As of December 31, 2022 and 2021, we also had revolving credit facilities of approximately $5.7 billion and $5.2 billion, respectively, available to us. We are obligated to pay interest on borrowings under these facilities as well as other customaryfees,includinganupfrontfeeandanunusedcommitmentfeebasedonourdebtrating.Borrowingsunderthese facilities, if any, bear interest at floating rates. As a result, we are exposed to the risk related to fluctuations in interest rate to the extent of our borrowings. As of December 31, 2022 and 2021, we had ¥64.3 billion (approximately $491 million) and ¥11.3 billion (approximately $98 million), respectively, outstanding under these credit facilities. A 100 basis points hypothetical adverse change in applicable market interest rates would not have resulted in a material impact to interest expense recorded in the period. For additional information, see “Note 12—Debt” in the notes to the consolidated financial statementsincludedinthisForm10-K. Interest rates may also adversely impact our customers spending levels and ability and willingness to pay outstanding amounts owed to us. Higher interest rates often lead to larger payment obligations by customers of our credit products to us, or to lenders under mortgage, credit card, and other consumer and merchant loans, which may reduce our customers ability to remain current on their obligations to us and therefore lead to increased delinquencies, charge-offs, and allowancesforloansandinterestreceivable,whichcouldhaveanadverseeffectonournetincome(loss). ForeignCurrencyExchangeRateRisk Wehavesignificant operations internationally that are denominated in foreign currencies, primarily the British pound, Euro, Australian dollar, and Canadian dollar, which subject us to foreign currency exchange rate risk and may adversely impact our financial results. We transact in various foreign currencies and have significant international revenues and costs. In addition, we charge our international subsidiaries for their use of intellectual property and technology and for certain corporate services. Our cash flows, results of operations, and certain of our intercompany balances that are exposed to foreign currency exchange rate fluctuations may differ materially from expectations, and we may record significant gains or losses due to foreign currency fluctuations and related hedging activities. We are generally a net receiver of foreign currencies and therefore benefit from a weakening of the United States (“U.S.”) dollar, and are adversely affected by a strengthening of the U.S. dollar, relative to foreign currencies. We considered the historical trends in foreign currency exchange rates and determined that it was reasonably possible that changes in exchange rates of 10% for all currencies couldbeexperiencedinthenearterm. We have a foreign currency exchange exposure management program designed to identify material foreign currency exposures, manage these exposures, and reduce the potential effects of currency fluctuations on our consolidated cash flows and results of operations through the execution of foreign currency exchange contracts. These foreign currency exchange contracts are accounted for as derivative instruments; for additional details related to our foreign currency exchangecontracts,pleasesee“Note10—DerivativeInstruments”to the consolidatedfinancial statementsincluded in this Form10-K. We use foreign currency exchange forward contracts to protect our forecasted U.S. dollar-equivalent earnings and our investment in foreign subsidiaries from adverse changes in foreign currency exchange rates. These hedging contracts reduce, but do not entirely eliminate, the impact of adverse foreign currency exchange rate movements. We designate thesecontractsascashflowhedgesofforecastedrevenuesdenominatedinforeigncurrenciesandnetinvestmenthedges for accounting purposes. The derivatives gain or loss is initially reported as a component of AOCI. Cash flow hedges are subsequently reclassified into revenue in the same period the forecasted transaction affects earnings. The accumulated gains and losses associated with net investment hedges will remain in AOCI until the foreign subsidiaries are sold or substantially liquidated, at which point they will be reclassified into earnings. If the U.S. dollar weakened by a hypothetical 10% at December 31, 2022 and 2021, the amount recorded in AOCI related to our foreign currency exchange forward contracts, before taxes, would have been approximately $710 million and $512millionlower,respectively,beforeconsideringtheoffsettingimpactoftheunderlyinghedgeditem. We have an additional foreign currency exchange management program in which we use foreign currency exchange contracts to offset the foreign currency exchange risk on our assets and liabilities denominated in currencies other than the functional currency of our subsidiaries. These contracts are not designated as hedging instruments and reduce, but do not entirely eliminate, the impact of currency exchange rate movements on our assets and liabilities. The foreign currency exchange gains and losses on our assets and liabilities are recorded in other income (expense), net, and are offset by the gainsandlossesontheforeigncurrencyexchangecontracts. Adverse changes in exchange rates of a hypothetical 10% for all foreign currencies would have resulted in a negative impact on income before income taxes of approximately $173 million and $196 million at December 31, 2022 and 2021, respectively, without considering the offsetting effect of foreign currency exchange contracts. Foreign currency exchange contractsin place as of December31, 2022 would have positivelyimpactedincomebeforeincometaxesbyapproximately $144 million, resulting in a net negative impact of approximately $29 million. Foreign currency exchange contracts in place 50 •2022AnnualReport

PARTII Item7A.QuantitativeandQualitativeDisclosuresAboutMarketRisk as of December 31, 2021 would have positively impacted income before income taxes by approximately $203 million, resulting in a net positive impact of approximately $7 million. These reasonably possible adverse changes in exchange rates of 10% were applied to monetary assets, monetary liabilities, and available-for-sale debt securities denominated in currencies other than the functional currencies of our subsidiaries at the balance sheet dates to compute the adverse impactthesechangeswouldhavehadonourincomebeforeincometaxesinthenearterm. EquityInvestmentRisk Our strategic investments are subject to a variety of market-related risks that could substantially reduce or increase the carrying value of the portfolio. As of December 31, 2022 and 2021, our strategic investments totaled $2.1 billion and $3.2 billion which represented approximately 14% and 20% of our total cash, cash equivalents, and short-term and long- terminvestmentportfolio at each of those respectivedates. Our strategicinvestmentsinclude marketableequity securities, which are publicly traded, and non-marketable equity securities, which are primarily investments in privately held ANNU companies.Wearerequiredtorecordall adjustmentsto the value of these strategic investments through our consolidated statements of income (loss). As such, we expect volatility to our net income (loss) in future periods due to changes in fair AL value related to our investments in marketable equity securities and changes in observable prices related to our REPOR non-marketable equity securities accounted for under the Measurement Alternative. These changes could be material based on market conditions. Additionally, the financial success of our investments in privately held companies is typically dependentonaliquidityevent,suchasapublicoffering,acquisition,privatesale,or otherfavorablemarketeventproviding T the ability to realize appreciation in the value of the investment. A hypothetical adverse change of 10% in the carrying value of our strategic investments as of December 31, 2022, which could be experiencedin the near term, would have resulted in anincrementaldecreaseof approximately$215 million to the carrying value of the portfolio. We review our non-marketable equity securities accounted for under the Measurement Alternative for impairment when events and circumstances indicate a decline in fair value of such assets below carrying value. Our analysis includes a review of recent operating results and trends, recent purchases and sales of securities, and other publicly available data, for which we assess factors such as the investees financial condition and business outlook, industry performance, regulatory, economic, or technologicalenvironment,andotherrelevanteventsandfactorsaffectingtheinvestee. Item8.FinancialStatementsandSupplementaryData The audited consolidated financial statements covering the years ended December 31, 2022, 2021, and 2020 and accompanyingnoteslistedinPartIV,Item15(a)(1)ofthisForm10-Kareincludedinthisreport. Item9.ChangesinandDisagreementswithAccountantsonAccountingand Financial Disclosure None. Item9A.ControlsandProcedures Evaluation of disclosure controls and procedures. Based on the evaluation of our disclosure controls and procedures (as defined in the Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act), our principal executive officer and our principal financial officer have concluded that as of December 31, 2022, the end of theperiodcoveredbythisreport,ourdisclosurecontrolsandprocedureswereeffective. Managements report on internal control over financial reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our management, including our principal executive officer and principal financial officer, conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its evaluation under the framework in Internal Control—Integrated Framework, our managementconcludedthat our internal control over financial reporting was effective as of December 31, 2022. The effectiveness of our internal control over financial reporting as of December 31, 2022 has been audited by PricewaterhouseCoopersLLP, an independent registered public accounting firm, as stated in their report which appears in Item15(a) of this Form 10-K. Changesininternalcontrolsoverfinancialreporting.There were no changesin our internal controls over financial reporting as defined in Exchange Act Rule 13a-15(f) that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. •2022AnnualReport 51

PARTII Item9B.OtherInformation Item9B.OtherInformation None. Item9C.DisclosureRegardingForeignJurisdictionsthatPreventInspections None. 52 •2022AnnualReport

PARTIII Item10. Directors, Executive Officers and Corporate Governance Part III Item10.Directors,ExecutiveOfficersandCorporateGovernance Incorporated by reference from our Proxy Statement for our 2023 Annual Meeting of Stockholders to be filed with the SEC within 120 days after December31, 2022. Item11. ExecutiveCompensation Incorporated by reference from our Proxy Statement for our 2023 Annual Meeting of Stockholders to be filed with the SEC within 120 days after December31, 2022. ANNU AL Item12.SecurityOwnershipofCertainBeneficialOwnersandManagement REPOR andRelatedStockholderMatters Incorporated by reference from our Proxy Statement for our 2023 Annual Meeting of Stockholders to be filed with the SEC T within 120 days after December31, 2022. Item13.CertainRelationshipsandRelatedTransactions,andDirector Independence Incorporated by reference from our Proxy Statement for our 2023 Annual Meeting of Stockholders to be filed with the SEC within 120 days after December31, 2022. Item14.PrincipalAccountingFeesandServices Incorporated by reference from our Proxy Statement for our 2023 Annual Meeting of Stockholders to be filed with the SEC within 120 days after December31, 2022. •2022AnnualReport 53

PARTIV Item15. Exhibits, Financial Statement Schedules Part IV Item15.Exhibits,FinancialStatementSchedules (a) The following documentsarefiled as part of this report: Page Number 1. ConsolidatedFinancialStatements ReportofIndependentRegisteredPublicAccountingFirm(PCAOBID238) 55 ConsolidatedBalanceSheets 57 ConsolidatedStatementsofIncome(Loss) 58 ConsolidatedStatementsofComprehensiveIncome(Loss) 59 ConsolidatedStatementsofStockholdersEquity 60 ConsolidatedStatementsofCashFlows 61 NotestoConsolidatedFinancialStatements 63 2. FinancialStatementSchedule ScheduleII—ValuationandQualifyingAccounts 117 All other schedules have been omitted because the informationrequired to be set forth therein is not applicable or is shown in the financial statements or notes thereto. 3. ExhibitsRequiredbyItem601ofRegulationS-K 118 TheinformationrequiredbythisItemissetforthintheIndexofExhibitsthatprecedesthesignaturepageofthisAnnual Report. 54 •2022AnnualReport

PARTIV ReportofIndependentRegisteredPublicAccountingFirm ReportofIndependentRegisteredPublicAccountingFirm TotheBoardofDirectorsandStockholdersofPayPalHoldings,Inc. OpinionsontheFinancialStatementsandInternalControloverFinancial Reporting We have audited the accompanying consolidated balance sheets of PayPal Holdings, Inc. and its subsidiaries (the “Company”) as of December 31, 2022 and 2021, and the related consolidated statements of income (loss), of comprehensive income (loss), of stockholders equity and of cash flows for each of the three years in the period ended December 31, 2022, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, 2022 listed in the index appearing under Item 15(a)(2) (collectively referred to as ANNU the “consolidated financial statements”). We also have audited the Companys internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control—Integrated Framework (2013) issued by the AL CommitteeofSponsoringOrganizationsoftheTreadwayCommission(COSO). REPOR In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of T the three years in the period ended December 31, 2022 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control—Integrated Framework (2013) issued by the COSO. ChangesinAccountingPrinciples AsdiscussedinNote1totheconsolidatedfinancialstatements,theCompanychangedthemannerinwhichitaccountsfor credit losses on financial instruments in 2020. Basis for Opinions The Companys management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Managements Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Companys consolidated financial statements and on the Companys internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission andthePCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and performtheauditsto obtain reasonableassuranceabout whetherthe consolidatedfinancial statementsare free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used andsignificant estimates made by management,as well as evaluatingthe overall presentationof the consolidatedfinancial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for ouropinions. Definition and Limitations of Internal Control over Financial Reporting Acompanysinternalcontrol over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with •2022AnnualReport 55

PARTIV ReportofIndependentRegisteredPublicAccountingFirm generally acceptedaccountingprinciples.A companysinternalcontroloverfinancialreportingincludesthosepoliciesand procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projectionsof any evaluation of effectivenessto future periods are subject to the risk that controls may become inadequate becauseofchangesinconditions,orthatthedegreeofcompliancewiththepoliciesorproceduresmaydeteriorate. Critical Audit Matters Thecritical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statementsthatwascommunicatedorrequiredtobecommunicatedtotheauditcommitteeandthat(i)relatestoaccounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communicationof critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providingaseparateopiniononthecriticalauditmatterorontheaccountsordisclosurestowhichitrelates. AllowanceforLoansReceivable As described in Notes 1 and 11 to the consolidated financial statements, as of December 31, 2022, the Company recorded total loans and interest receivable of $7,431 million, net of an allowance of $598 million. The allowance for loans receivable is primarily based on expectations of credit losses based on historical lifetime loss data as well as macroeconomic forecasts applied to the portfolio. The loss models incorporate various portfolio attributes, as well as macroeconomic factors such as forecasted trends in unemployment, retail e-commerce sales, and household disposable income. The forecasted macroeconomic factors are sourced externally, using a single scenario to reflect the economic conditions applicable to a particular period. Management also includes qualitative adjustments that incorporate incremental informationnotcapturedintheexpectedcreditlossmodels. The principal considerations for our determination that performing procedures relating to the allowance for loans receivable is a critical audit matter are (i) the high degree of auditor subjectivity and effort in performing procedures and evaluating audit evidence relating to certain models which apply macroeconomic forecasts to estimate expected credit losses; and (ii) the audit effort involved in the use of professionals with specialized skill and knowledge. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the allowance for loans receivable, including controls over certain models which apply macroeconomic forecasts to estimate expected credit losses. These procedures also included, among others, the involvement of professionals with specialized skill and knowledge to assist in testing managements process for estimating the allowance for loans receivable. Testing managements process included (i) evaluating the appropriateness of the methodology and certain models; (ii) testing the completeness and accuracy of certain data used in the estimate; and (iii) evaluating the reasonablenessofmanagementsapplicationofmacroeconomicforecaststoestimateexpectedcreditlosses. /s/ PricewaterhouseCoopersLLP SanJose,California February9,2023 WehaveservedastheCompanysauditorsince2000. 56 •2022AnnualReport

PARTIV ConsolidatedBalanceSheets PayPalHoldings,Inc. ConsolidatedBalanceSheets AsofDecember31, 2022 2021 (In millions, except par value) ASSETS Currentassets: Cashandcashequivalents $ 7,776 $ 5,197 Short-terminvestments 3,092 4,303 ANNU Accountsreceivable,net 963 800 Loansandinterestreceivable,netofallowancesof$598and$491asofDecember31,2022and AL 2021, respectively 7,431 4,846 REPOR Fundsreceivableandcustomeraccounts 36,357 36,141 Prepaidexpensesandothercurrentassets 1,898 1,287 T TOTALCURRENTASSETS 57,517 52,574 Long-terminvestments 5,018 6,797 Propertyandequipment,net 1,730 1,909 Goodwill 11,209 11,454 Intangible assets, net 788 1,332 Otherassets 2,455 1,737 TOTALASSETS $ 78,717 $ 75,803 LIABILITIESANDEQUITY Currentliabilities: Accountspayable $ 126 $ 197 Fundspayableandamountsduetocustomers 40,107 38,841 Accruedexpensesandothercurrentliabilities 4,055 3,755 Incometaxespayable 813 236 TOTALCURRENTLIABILITIES 45,101 43,029 Deferredtaxliability and other long-term liabilities 2,925 2,998 Long-termdebt 10,417 8,049 TOTALLIABILITIES 58,443 54,076 Commitmentsandcontingencies(Note13) Equity: Commonstock,$0.0001parvalue;4,000sharesauthorized;1,136and1,168sharesoutstanding asofDecember31,2022and2021,respectively — — Preferredstock, $0.0001 par value; 100 shares authorized, unissued — — Treasurystockatcost,173and132sharesasofDecember31,2022and2021,respectively (16,079) (11,880) Additionalpaid-in-capital 18,327 17,208 Retainedearnings 18,954 16,535 Accumulatedothercomprehensiveincome(loss) (928) (136) TOTALEQUITY 20,274 21,727 TOTALLIABILITIESANDEQUITY $ 78,717 $ 75,803 Theaccompanyingnotesareanintegralpartoftheseconsolidatedfinancialstatements. •2022AnnualReport 57

PARTIV ConsolidatedStatementsofIncome(Loss) PayPalHoldings,Inc. ConsolidatedStatementsofIncome(Loss) YearEndedDecember31, 2022 2021 2020 (In millions, except for per share amounts) Netrevenues $ 27,518 $ 25,371 $ 21,454 Operatingexpenses: Transactionexpense 12,173 10,315 7,934 Transactionandcreditlosses 1,572 1,060 1,741 Customersupportandoperations 2,120 2,075 1,778 Salesandmarketing 2,257 2,445 1,861 Technologyanddevelopment 3,253 3,038 2,642 Generalandadministrative 2,099 2,114 2,070 Restructuringandothercharges 207 62 139 TOTALOPERATINGEXPENSES 23,681 21,109 18,165 Operatingincome 3,837 4,262 3,289 Otherincome(expense),net (471) (163) 1,776 Incomebeforeincometaxes 3,366 4,099 5,065 Incometaxexpense(benefit) 947 (70) 863 NETINCOME(LOSS) $ 2,419 $ 4,169 $ 4,202 Netincome(loss)pershare: Basic $ 2.10 $ 3.55 $ 3.58 Diluted $ 2.09 $ 3.52 $ 3.54 Weightedaverageshares: Basic 1,154 1,174 1,173 Diluted 1,158 1,186 1,187 Theaccompanyingnotesareanintegralpartoftheseconsolidatedfinancialstatements. 58 •2022AnnualReport

PARTIV ConsolidatedStatementsofComprehensiveIncome(Loss) PayPalHoldings,Inc. ConsolidatedStatementsofComprehensiveIncome(Loss) YearEndedDecember31, 2022 2021 2020 (In millions) Netincome(loss) $ 2,419 $ 4,169 $ 4,202 Othercomprehensiveincome(loss),netofreclassificationadjustments: Foreigncurrencytranslationadjustments(“CTA”) (305) (72) (48) NetinvestmenthedgesCTA(losses)gains,net (25) — 55 TaxbenefitonnetinvestmenthedgesCTAlosses,net 6 — — ANNU Unrealized(losses)gainsoncashflowhedges,net (88) 522 (329) AL Taxbenefit(expense)onunrealized(losses)gainsoncashflowhedges,net 4 (26) 4 REPOR Unrealized(losses)gainsoninvestments,net (504) (98) 9 Taxbenefit(expense)onunrealized(losses)gainsoninvestments,net 120 22 (2) T Othercomprehensiveincome(loss),netoftax (792) 348 (311) COMPREHENSIVEINCOME(LOSS) $ 1,627 $ 4,517 $ 3,891 Theaccompanyingnotesareanintegralpartoftheseconsolidatedfinancialstatements. •2022AnnualReport 59

PARTIV ConsolidatedStatementsofStockholdersEquity PayPalHoldings,Inc. ConsolidatedStatementsofStockholdersEquity Accumulated Other Common Additional Comprehensive Stock Treasury Paid-In Income Retained Noncontrolling Total Shares Stock Capital (Loss) Earnings Interest Equity (In millions) BalancesatDecember31,2019 1,173 $ (6,872) $ 15,588 $ (173) $ 8,342 $ 44 $ 16,929 Adoptionofcurrentexpectedcreditloss standard — — — — (178) — (178) Netincome — — — — 4,202 — 4,202 ForeignCTA — — — (48) — — (48) NetinvestmenthedgeCTAgain — — — 55 — — 55 Unrealized losses on cash flow hedges, net — — — (329) — — (329) Taxbenefitonunrealizedlossesoncashflow hedges,net — — — 4 — — 4 Unrealized gains on investments, net — — — 9 — — 9 Taxexpenseonunrealizedgainson investments, net — — — (2) — — (2) Commonstockandstock-basedawardsissued andassumed,netofshareswithheldfor employeetaxes 11 — (365) — — — (365) Commonstockrepurchased (12) (1,635) — — — — (1,635) Stock-basedcompensation — — 1,421 — — — 1,421 BalancesatDecember31,2020 1,172 $ (8,507) $16,644 $(484) $ 12,366 $ 44 $20,063 Netincome — — — — 4,169 — 4,169 ForeignCTA — — — (72) — — (72) Unrealized gains on cash flow hedges, net — — — 522 — — 522 Taxexpenseonunrealizedgainsoncashflow hedges,net — — — (26) — — (26) Unrealized losses on investments, net — — — (98) — — (98) Taxbenefitonunrealizedlossesoninvestments, net — — — 22 — — 22 Commonstockandstock-basedawardsissued andassumed,netofshareswithheldfor employeetaxes 11 — (881) — — — (881) Commonstockrepurchased (15) (3,373) — — — — (3,373) Stock-basedcompensation — — 1,445 — — — 1,445 Changeinnoncontrollinginterest — — — — — (44) (44) BalancesatDecember31,2021 1,168 $ (11,880) $ 17,208 $ (136) $ 16,535 $ — $ 21,727 Netincome — — — — 2,419 — 2,419 ForeignCTA — — — (305) — — (305) NetinvestmenthedgeCTAlosses,net — — — (25) — — (25) TaxbenefitonnetinvestmenthedgesCTA losses, net — — — 6 — — 6 Unrealized losses on cash flow hedges, net — — — (88) — — (88) Taxbenefitonunrealizedlossesoncashflow hedges,net — — — 4 — — 4 Unrealized losses on investments, net — — — (504) — — (504) Taxbenefitonunrealizedlossesoninvestments, net — — — 120 — — 120 Commonstockandstock-basedawardsissued, net of shares withheld for employee taxes 9 — (195) — — — (195) Commonstockrepurchased (41) (4,199) — — — — (4,199) Stock-basedcompensation — — 1,313 — — — 1,313 Other — — 1 — — — 1 BalancesatDecember31,2022 1,136 $ (16,079) $ 18,327 $(928) $ 18,954 $ — $ 20,274 Theaccompanyingnotesareanintegralpartoftheseconsolidatedfinancialstatements. 60 •2022AnnualReport

PARTIV ConsolidatedStatementsofCashFlows PayPalHoldings,Inc. ConsolidatedStatementsofCashFlows YearEndedDecember31, 2022 2021 2020 (In millions) Cashflowsfromoperatingactivities: Netincome(loss) $ 2,419 $ 4,169 $ 4,202 Adjustmentstoreconcilenetincome(loss)tonetcashprovidedbyoperating activities: Transactionandcreditlosses 1,572 1,060 1,741 ANNU Depreciationandamortization 1,317 1,265 1,189 Stock-basedcompensation 1,261 1,376 1,376 AL Deferredincometaxes (811) (482) 165 REPOR Net(gains)lossesonstrategicinvestments 304 (46) (1,914) Other 205 100 47 T Changesinassetsandliabilities: Accountsreceivable (163) (222) (100) Transactionlossallowanceforcashlosses,net (1,230) (1,178) (1,120) Othercurrentassetsandnon-currentassets 118 (486) (171) Accountspayable (35) (31) (4) Incometaxespayable 373 73 (230) Othercurrentliabilities and non-currentliabilities 483 199 1,038 Netcashprovidedbyoperatingactivities 5,813 5,797 6,219 Cashflowsfrominvestingactivities: Purchasesofpropertyandequipment (706) (908) (866) Proceedsfromsalesofpropertyandequipment 5 5 120 Purchasesandoriginationsofloansreceivable (28,170) (13,420) (6,098) Principal repaymentof loansreceivable 24,903 11,826 6,392 Purchasesofinvestments (20,219) (40,116) (41,513) Maturities and sales of investments 23,411 39,698 30,908 Acquisitions, net of cash and restricted cash acquired — (2,763) (3,609) Fundsreceivable (2,813) 193 (1,552) Collateral posted related to derivative instruments, net (19) 336 (327) Otherinvestingactivities 187 — — Netcashusedininvestingactivities (3,421) (5,149) (16,545) Cashflowsfromfinancingactivities: Proceedsfromissuanceofcommonstock 143 162 137 Purchasesoftreasurystock (4,199) (3,373) (1,635) Taxwithholdingsrelatedtonetsharesettlementsofequityawards (336) (1,036) (521) Borrowingsunderfinancingarrangements 3,475 272 6,966 Repaymentsunderfinancingarrangements (1,686) (361) (3,000) Fundspayableandamountsduetocustomers 1,498 3,572 10,597 Collateral received related to derivative instruments, net (6) 207 (38) Otherfinancingactivities 1 — (52) Netcash(usedin)providedbyfinancingactivities (1,110) (557) 12,454 Effect of exchangerate changesoncash,cashequivalents,andrestrictedcash (155) (102) 169 Netchangeincash,cashequivalents,andrestrictedcash 1,127 (11) 2,297 Cash,cashequivalents,andrestrictedcashatbeginningofperiod 18,029 18,040 15,743 CASH,CASHEQUIVALENTS,ANDRESTRICTEDCASHATENDOFPERIOD $ 19,156 $ 18,029 $ 18,040 •2022AnnualReport 61

PARTIV ConsolidatedStatementsofCashFlows PayPalHoldings,Inc. ConsolidatedStatementsofCashFlows—(Continued) YearEndedDecember31, 2022 2021 2020 (In millions) Supplementalcashflowdisclosures: Cashpaidforinterest $ 280 $ 231 $ 190 Cashpaidforincometaxes,net $ 878 $ 474 $ 565 Thetablebelowreconcilescash,cashequivalents,andrestrictedcashasreportedin theconsolidatedbalancesheetstothetotalofthesameamountsshowninthe consolidatedstatementsofcashflows: Cashandcashequivalents $ 7,776 $ 5,197 $ 4,794 Short-termandlong-terminvestments 17 109 24 Fundsreceivableandcustomeraccounts 11,363 12,723 13,222 TOTALCASH,CASHEQUIVALENTS,ANDRESTRICTEDCASHSHOWNINTHE CONSOLIDATEDSTATEMENTSOFCASHFLOWS $ 19,156 $ 18,029 $ 18,040 Theaccompanyingnotesareanintegralpartoftheseconsolidatedfinancialstatements. 62 •2022AnnualReport

PARTIV Note1—OverviewandSummaryofSignificantAccountingPolicies PayPalHoldings,Inc. NotestoConsolidatedFinancialStatements Note1—OverviewandSummaryofSignificantAccountingPolicies OverviewandOrganization PayPalHoldings,Inc.(“PayPal,”the“Company,”“we,”“us,”or“our”)wasincorporatedinDelawareinJanuary2015andisa leadingtechnologyplatformthatenablesdigitalpaymentsandsimplifiescommerceexperiencesonbehalfofmerchants andconsumersworldwide.PayPaliscommittedtodemocratizingfinancialservicestohelpimprovethefinancialhealthof individuals and to increase economicopportunityfor entrepreneursand businessesof all sizes aroundthe world.Our goal is to enable our merchantsand consumerstomanageandmovetheirmoneyanywhereintheworldinthemarketswe ANNU serve, anytime, on any platform, and using any device when sendingpaymentsor gettingpaid,includingperson-to-person payments. AL Weoperate globally and in a rapidly evolving regulatory environment characterized by a heightened focus by regulators REPOR globally on all aspects of the payments industry, including countering terrorist financing, anti-money laundering, privacy, cybersecurity, and consumer protection. The laws and regulations applicable to us, including those enacted prior to the T advent of digital payments, continue to evolve through legislative and regulatory action and judicial interpretation. New or changinglawsandregulations,includingchangestotheirinterpretationandimplementation,aswellasincreasedpenalties and enforcement actions related to non-compliance, could have a material adverse impact on our business, results of operations, and financial condition. We monitor these areas closely and are focused on designing compliant solutions for ourcustomers. SignificantAccountingPolicies BasisofPresentationandPrinciplesofConsolidation The accompanying consolidated financial statements include the financial statements of PayPal and our wholly- and majority-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The noncontrolling interest reported in a prior period was a component of equity on our consolidated balance sheets and represented the equity interests not owned by PayPal, and was recorded for consolidated entities we controlled and of which we owned less than 100%. Noncontrolling interest was not presented separately on our consolidated statements of income(loss)astheamountwasdeminimis. Investments in entities where we have the ability to exercise significant influence, but not control, over the investee are accounted for using the equity method of accounting. For such investments, our share of the investees results of operations is included in other income (expense), net on our consolidated statements of income (loss). Investments in entities where we do not have the ability to exercise significant influence over the investee are accounted for at fair value or cost minus impairment, if any, adjusted for changes resulting from observable price changes, which are included in other income (expense), net on our consolidated statements of income (loss). Our investment balance is included in long-term investmentsonourconsolidatedbalancesheets. Wedetermine at the inception of each investment, and re-evaluate if certain events occur, whether an entity in which we have madeaninvestmentis considereda variable interest entity (“VIE”). If we determine an investment is in a VIE, we then assessif wearetheprimarybeneficiary,whichwouldrequireconsolidation. AsofDecember31,2021,wehadconsolidatedtwoVIEsthatprovidedfinancingforandheldloansreceivableofPaidy,Inc. (“Paidy”). We were the primary beneficiary of the VIEs as we performed the servicing and collection for the loans receivable, which were the activities that most significantly impacted the VIEs economic performance, and we had the obligation to absorb the losses and/or the right to receive the benefits of the VIE that could potentially be significant to these entities. The financial results of these VIEs were included in our consolidated financial statements. As of December 31, 2021, the carrying value of the assets and liabilities of our consolidated VIEs was included as short-term investments of $87 million, loans and interest receivable, net of $21 million, and long-term debt of $98 million. Cash of $87 million, included in short-term investments, was restricted to settle the debt obligations. In the first quarter of 2022, we terminated Paidys legacy debt structure and replaced it with a new credit agreement executed in February 2022. As a result, we no longer have any consolidatedVIEs as of December31, 2022. See “Note 12—Debt” for additionalinformation. As of December 31, 2022 and December 31, 2021, the carrying value of our investments in nonconsolidated VIEs was $128 million and $74 million, respectively, and is included as non-marketable equity securities applying the equity method •2022AnnualReport 63

PARTIV Note1—OverviewandSummaryofSignificantAccountingPolicies PayPalHoldings,Inc. NotestoConsolidatedFinancialStatements—(Continued) of accounting in long-term investments on our consolidated balance sheets. Our maximum exposure to loss related to our nonconsolidatedVIEs, which represents funded commitments and any future funding commitments, was $232 million and $205millionasofDecember31,2022and2021,respectively. In the opinion of management, these consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for a fair presentation of the consolidated financial statements for all periods presented. Certain amounts for prior years have been reclassified to conform to the financial statement presentation as of andfortheyearendedDecember31,2022. Reclassifications Beginning with the fourth quarter of 2022, we reclassified certain cash flows related to our collateral security arrangements for derivative instruments from cash flows from operating activities to cash flows from investing activities and cash flows from financing activities within the consolidated statements of cash flows. Prior period amounts have been reclassified to conformtothecurrentperiodpresentation. The current period presentation classifies all changes in collateral posted and collateral received related to derivative instruments on our consolidated statements of cash flows as cash flows from investing activities and cash flows from financing activities, respectively. We believe that the current period presentation provides a more meaningful representation of the nature of the cash flows and allows for greater transparency as the cash flows related to the derivativesimpactoperatingcashflowsuponsettlementexclusiveoftheoffsettingcashflowsfromcollateral. The following tables present the effects of the changes on the presentation of these cash flows to the previously reported consolidatedstatementsofcashflows: YearEndedDecember31,2021 (In millions) AsPreviouslyReported(1) Adjustments Reclassified Netcashprovidedby(usedin): (2) Operatingactivities $ 6,340 $ (543) $ 5,797 (3) Investingactivities (5,485) 336 (5,149) (4) Financingactivities (764) 207 (557) Effect of exchangeratesoncash,cashequivalents,andrestrictedcash (102) — (102) NETDECREASEINCASH,CASHEQUIVALENTS,ANDRESTRICTEDCASH $ (11) $ — $ (11) (1) Asreportedinour2021Form10-KfiledwiththeSEConFebruary3,2022. (2) Financialstatementlinesimpactedinoperatingactivitieswere“Othercurrentassetsandnon-currentassets”and“Othercurrentliabilitiesandnon-currentliabilities,”which decreasedby$336millionand$207million,respectively,toarriveatthereclassifiedamounts. (3) Financialstatementlineimpactedininvestingactivitieswas “Collateralpostedrelatedtoderivativeinstruments,net.” (4) Financialstatementlineimpactedinfinancingactivitieswas “Collateralreceivedrelatedtoderivativeinstruments,net.” YearEndedDecember31,2020 (In millions) AsPreviouslyReported(1) Adjustments Reclassified Netcashprovidedby(usedin): (2) $ 5,854 $ 365 $ 6,219 Operatingactivities (3) (16,218) (327) (16,545) Investingactivities (4) 12,492 (38) 12,454 Financingactivities Effect of exchangeratesoncash,cashequivalents,andrestrictedcash 169 — 169 NETINCREASEINCASH,CASHEQUIVALENTS,ANDRESTRICTEDCASH $ 2,297 $ — $ 2,297 (1) Asreportedinour2021Form10-KfiledwiththeSEConFebruary3,2022. (2) Financialstatementlinesimpactedinoperatingactivitieswere“othercurrentassetsandnon-currentassets”and“othercurrentliabilitiesandnon-currentliabilities,”whichincreased by$327millionand$38million,respectively,toarriveatthereclassifiedamounts. (3) Financialstatementlineimpactedininvestingactivitieswas “Collateralpostedrelatedtoderivativeinstruments,net.” (4) Financialstatementlineimpactedinfinancingactivitieswas “Collateralreceivedrelatedtoderivativeinstruments,net.” 64 •2022AnnualReport

PARTIV Note1—OverviewandSummaryofSignificantAccountingPolicies PayPalHoldings,Inc. NotestoConsolidatedFinancialStatements—(Continued) UseofEstimates The preparation of consolidated financial statements in conformity with United States (“U.S.”) generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, we evaluate our estimates, including those related to provisions for transaction and credit losses, income taxes, loss contingencies, revenue recognition, the valuation of goodwill and intangible assets, and the valuation of strategic investments. We base our estimates on historical experience and various other assumptions which we believe to be reasonableunderthecircumstances.Actualresultscouldmateriallydifferfromtheseestimates. ANNU CashandCashEquivalents AL Cash and cash equivalents are short-term, highly liquid investments with original maturities of three months or less when REPOR purchasedandarecomprisedofprimarilybankdeposits,governmentandagencysecurities,andcommercialpaper. T Investments Short-term investments include time deposits and available-for-sale debt securities with original maturities of greater than three months but less than one year when purchased or maturities of one year or less on the reporting date. Long-term investments include time deposits and available-for-sale debt securities with maturities exceeding one year on the reporting date, as well as our strategic investments.Our available-for-saledebt securitiesare reportedat fair value using the specific identification method. Unrealized gains and losses are reported as a component of other comprehensive income (loss), net of related estimated tax provisions or benefits. Weelect to account for available-for-sale debt securities denominated in currencies other than the functional currency of our subsidiaries, underlying funds receivable and customer accounts, short-term investments, and long-term investments, under the fair value option as further discussed in “Note 9—Fair Value Measurement of Assets and Liabilities.” The changes in fair value related to initial measurement and subsequent changes in fair value are included in earnings as a component of otherincome(expense),net. Our strategic investments consist of marketable equity securities, which are publicly traded, and non-marketable equity securities, which are primarily investments in privately held companies. Marketable equity securities have readily determinable fair values with changes in fair value recorded in other income (expense), net. Non-marketable equity securities include investments that do not have a readily determinable fair value, as well as equity method investments.The investments that do not have readily determinable fair value are measured at cost minus impairment, if any, and are adjusted for changes resulting from observable price changes in orderly transactions for an identical or similar investment in the same issuer (the “Measurement Alternative”). Non-marketable equity securities also include our investments where we have the ability to exercise significant influence, but not control, over the investee and account for these securities usingtheequitymethodofaccounting.Allgainsandlossesontheseinvestments,realizedandunrealized,andourshareof earnings or losses from investments accounted for using the equity method are recognized in other income (expense), net onourconsolidatedstatementsofincome(loss). Weassesswhetheranimpairmentloss on our non-marketable, measurement alternative investments has occurred based on qualitative factors such as the companies financial condition and business outlook, industry performance, regulatory, economicortechnologicalenvironment,and other relevant events and factors affecting the company. We assess whether an other-than-temporary impairment loss on our equity method investments has occurred due to declines in fair value or other market conditions. When indicators of impairment exist, we estimate the fair value of our non-marketable equity securities using the market approach and/or the income approach. Estimating fair value requires judgment and use of estimates such as discount rates, forecasted cash flows, and market data of comparable companies, among others. If any impairment is identified for non-marketable equity securities or impairment is considered other-than-temporary for our equity method investments, we write down the investment to its fair value and record the corresponding charge through other income (expense), net in our consolidated statements of income (loss). Our available-for-sale debt securities in an unrealized loss position are written down to fair value through a charge to other income (expense), net in our consolidated statements of income (loss) if we intend to sell the security or it is more likely than not we will be required to sell the security before recovery of its amortized cost basis. For the remaining available-for-sale debt securities in an unrealized loss position, if we identify that the decline in fair value has resulted from credit losses, taking into consideration changes to the rating of the security by rating agencies, implied yields versus benchmark yields, and the extent to which fair value is less than amortized cost, among other factors, we estimate the present value of cash flows expected to be collected. If the •2022AnnualReport 65

PARTIV Note1—OverviewandSummaryofSignificantAccountingPolicies PayPalHoldings,Inc. NotestoConsolidatedFinancialStatements—(Continued) present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded, limited by the amount that the fair value is less than the amortized cost basis. Any portion of impairmentnot relatedto credit losses is recognizedin other comprehensiveincome(loss). LoansandInterestReceivable,Net Loans and interest receivable, net represents merchant receivables originated under our PayPal Working Capital (“PPWC”) productandPayPalBusinessLoan(“PPBL”)productandconsumerloansoriginatedunderourPayPalCreditandinstallment credit products. PayPal Credit consists of revolving credit products. In the U.S., PPWC, PPBL, and consumer interest-bearing installment products are provided under a program agreement we have with an independent chartered financial institution (“partner institution”). The partner institution extends credit to merchants for the PPWC and PPBL products and to consumers for interest-bearing installment products and we purchase the related receivables originated by the partner institution. For our merchant finance products outside the U.S., we extend working capital advances and loans in Europe through our Luxembourg banking subsidiary, and working capital loans in Australia through an Australian subsidiary. In the U.S., we extend certain short-term, interest-free, installment loans to consumers through a U.S. subsidiary. For our international consumer credit products, we extend credit in Europe through ourLuxembourgbankingsubsidiary,andinAustraliaandJapan,throughlocalsubsidiaries. As part of our arrangement with the partner institution in the U.S., we sell back a participation interest in the pool of receivables for the PPWC, PPBL, and consumer interest-bearing installment products. The partner institution has no recourse against us related to their participation interests for failure of debtors to pay when due. The participation interests held by the partner institution have the same priority to the interests held by us and are subject to the same credit, prepayment, and interest rate risk associated with this pool of receivables. All risks of loss are shared pro rata based on participation interests held among all participating stakeholders. We account for the asset transfer as a sale and derecognizetheportionoftheparticipationinterestsforwhichcontrolhasbeensurrendered.Forthisarrangement,gainsor losses on the sale of the participation interests are not material as the carrying amount of the participation interest sold approximatesthefairvalueattimeoftransfer. In certain instances where a merchant is able to demonstrate that it is experiencing financial difficulty, there may be a modification of the loan or advance and the related interest or fee receivable for which it is probable that, without modification, we would be unable to collect all amounts due, therefore resulting in a troubled debt restructuring (“TDR”). Refer to “Note 11—LoansandInterestReceivable”forfurtherinformationrelatedto TDRs. Loans, advances, and interest and fees receivable are reported at their outstanding balances, net of any participation interests sold and unamortized deferred origination costs. We maintain the servicing rights for the entire pool of consumer and merchant receivables outstanding and receive a market-based service fee for servicing the assets underlying the participationinterest sold. Weoffer both revolving and installment credit products to our consumers. The terms of our consumer relationships require us to submit monthly bills to the consumer detailing loan repayment requirements. The terms also allow us to charge the consumer interest and fees in certain circumstances. Due to the relatively small dollar amount of individual loans and interest receivable, we do not require collateral on these balances. Another partner institution is the exclusive issuer of the PayPal Credit consumer financing program in the U.S. We do not hold an ownership interest in the receivables generated through the program and therefore, do not record these receivables on our consolidated financial statements. PayPal earns a revenue share on the portfolio of consumer receivables owned by the partner institution, which is recorded in revenues from other value added services on our consolidatedstatementsofincome(loss). AllowanceforLoansandInterestReceivable The allowance for loans and interest receivable represents our estimate of current expected credit losses inherent in our portfolio of loans and interest receivables. Increases to the allowance for loans receivable are reflected as a component of transaction and credit losses on our consolidated statements of income (loss). Increases to the allowance for interest and fees receivable are reflected as a reduction of net revenues on our consolidated statements of income (loss), or as a reduction of deferred revenue when interest and fees are billed at the inception of a loan or advance. The evaluation processtoassesstheadequacyofallowancesissubjecttonumerousestimatesandjudgments. 66 •2022AnnualReport

PARTIV Note1—OverviewandSummaryofSignificantAccountingPolicies PayPalHoldings,Inc. NotestoConsolidatedFinancialStatements—(Continued) The Company adopted Accounting Standards Update (“ASU”) 2016-13, Financial Instruments—Credit Losses (Topic 326): MeasurementofCreditLossesonFinancialInstruments(“CECL”)effectiveJanuary1,2020. The allowance for merchant loans, advances, and interest and fees receivable is primarily based on expectations of credit losses based on historical lifetime loss data as well as macroeconomic forecasts applied to the portfolio. In the third quarter of 2022, our expected credit loss models for our merchant receivables were updated. These changes did not have a material impact on our provision recorded in the year ended December 31, 2022. The merchant loss models incorporate various portfolio attributes including geographic region, first borrowing versus repeat borrowing, delinquency, internally developed risk ratings, and vintage, as well as macroeconomic factors such as forecasted trends in unemployment and retail e-commerce sales (and through the second quarter of 2022, benchmark credit card charge-off rates.) The forecasted ANNU macroeconomic factors are sourced externally, using a single scenario that we believe is most appropriate to the economic conditions applicable to a particular period. The reasonable and supportable forecast period for merchant AL products that we have included in our projected loss rates for 2022 and 2021, which approximates the estimated life of the REPOR loans, is approximately 2.5 to 3.5 years. Projected loss rates, inclusive of historical loss data and macroeconomic factors, are applied to the principal amount of our merchant receivables. We also include qualitative adjustments that incorporate T incremental information not captured in the quantitative estimates of our current expected credit losses. The allowance for current expected credit losses on interest and fees receivable is determined primarily by applying loss curves to each portfolio by geography,delinquency,andperiodoforigination,amongotherfactors. The allowance for consumer loans and interest receivable is primarily based on expectations of credit losses based on historical lifetime loss data. The allowance for loans and interest receivable for our revolving credit product also incorporates macroeconomic forecasts applied to the portfolio. The consumer loss models incorporate various portfolio attributes including geographic region, loan term, delinquency, credit rating, vintage, and for the revolving credit portfolio macroeconomic factors such as forecasted trends in unemployment and household disposable income. The forecasted macroeconomic factors are sourced externally, using a single scenario that we believe is most appropriate to the economic conditions applicable to a particular period. The reasonable and supportable forecast period for revolving products and installment products that we have included in our projected loss rates for 2022, which approximates the estimated life of the loans, is approximately 2 years and approximately 7 months to 3.5 years, respectively. In 2021, the reasonable and supportable forecast periods were consistent with 2022 except for installment products, which had an estimated life of 7 months to 2.5 years. Projected loss rates, inclusive of historical loss data and, for the revolving credit portfolio macroeconomic factors, are derived based on and applied to the principal amount of our consumer receivables. Wealsoincludequalitative adjustments that incorporate incremental information not captured in the quantitative estimates of our current expected credit losses, such as expectations of macroeconomic conditions not captured in the loss models for our installment products. The allowance for current expected credit losses on interest and fees receivable is determined primarily by applying loss curves to each portfolio by geography, delinquency, and period of origination, among other factors. CustomerAccounts Wehold all customer balances, both in the U.S. and internationally, as direct claims against us which are reflected on our consolidated balance sheets as a liability classified as amounts due to customers. Certain jurisdictions where PayPal operates require us to hold eligible liquid assets, as defined by applicable regulatory requirements and commercial law in these jurisdictions, equal to at least 100% of the aggregate amount of all customer balances. Therefore, we restrict the use of the assets underlying the customer balances to meet these regulatory requirementsand separatelyclassify the assets as customeraccountsinourconsolidatedbalancesheets.Weclassifytheassetsunderlyingthecustomerbalancesascurrent based on their purpose and availability to fulfill our direct obligation under amounts due to customers. Customer funds for which PayPal is an agent and custodian on behalf of our customers are not reflected on our consolidated balance sheets. These funds include U.S. dollar funds which are deposited at one or more third-party financial institutions insured by the Federal Deposit Insurance Corporation (“FDIC”) and are eligible for FDIC pass-through insurance (subject to applicable limits). Under applicable accounting standards, we are an agent when facilitating cryptocurrency transactions on behalf of our customers. Cryptocurrencies held on behalf of our customers are not PayPals assets and therefore, are not reflected as cryptocurrency assets on our consolidated balance sheets; however, we recognize a crypto asset safeguarding liability with a corresponding safeguarding asset to reflect our obligation to safeguard the cryptocurrencies held on behalf of our customers. •2022AnnualReport 67

PARTIV Note1—OverviewandSummaryofSignificantAccountingPolicies PayPalHoldings,Inc. NotestoConsolidatedFinancialStatements—(Continued) In June 2018, the Luxembourg Commission de Surveillance du Secteur Financier (the “CSSF”) agreed that PayPals managementmaydesignateupto35%ofEuropeancustomerbalancesheldinourLuxembourgbankingsubsidiarytofund European and U.S. credit activities. In August 2022, the CSSF approved PayPals management designating up to 50% of suchbalancestofundourcreditactivitiesthrough the end of February2023. During the year ended December31, 2022, an additional $1.1 billion was approved to fund our credit activities. As of December 31, 2022, the cumulative amount approved bymanagementtobedesignatedtofundcreditactivitiesaggregatedto$3.8billionandrepresentedapproximately37%of European customer balances made available for our corporate use at that date as determined by applying financial regulations maintainedby the CSSF. At the time PayPals managementdesignatesthe Europeancustomerbalancesheldin our Luxembourg banking subsidiary to be used to extend credit, the balances are classified as cash and cash equivalents and no longer classified as customer accounts on our consolidated balance sheets. The remaining assets underlying the customer balances remain separately classified as customer accounts on our consolidated balance sheets. We identify these customer accounts separately from corporate funds and maintain them in interest and non-interest bearing bank deposits, time deposits, and available-for-sale debt securities. Customer balances deposited with our partners on a short- termbasisinadvanceofcustomertransactionsandusedtofulfillourdirectobligationunderamountsduetocustomersare classified as cash and cash equivalents within our customer accounts classification on our consolidated balance sheets. See “Note 8—Funds Receivable and Customer Accounts and Investments” for additional information related to customer accounts. Wepresentchangesinfundsreceivableandcustomeraccountsascashflowsfrominvestingactivitiesinourconsolidated statementsofcashflowsbasedonthenatureoftheactivityunderlyingourcustomeraccounts. FundsReceivableandFundsPayable Fundsreceivableandfundspayableariseduetothetimerequiredtoinitiatecollectionfromandcleartransactionsthrough external payment networks. When customers fund their PayPal account using their bank account, credit card, debit card, or withdraw funds from their PayPal account to their bank account or through a debit card transaction, there is a clearing period before the cash is received or settled, usually one to three business days for U.S. transactions and generally up to five business days for international transactions. In addition, a portion of our customers funds are settled directly to their bank account. These funds are also classified as funds receivable and funds payable and arise due to the time required to initiate collection from and clear transactions through external payment networks. PropertyandEquipment Property and equipment consists primarily of computer equipment, software and website development costs, land and buildings, leasehold improvements, and furniture and fixtures. Property and equipment are stated at historical cost less accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets; generally, one to four years for computer equipment and software, including capitalized software and website development costs, three years for furniture and fixtures, up to 30 years for buildings and building improvements,andtheshorteroffiveyearsorthenon-cancelabletermoftheleaseforleaseholdimprovements. Direct costs incurred to develop software for internal use and website developmentcosts, including those costs incurred in expanding and enhancing our payments platform, are capitalized and amortized generally over an estimated useful life of three years and are recorded as amortization within the financial statement captions aligned with the internal organizations that are the primary beneficiaries of such assets. We capitalized $511 million and $462 million of internally developed software and website development costs for the years ended December 31, 2022 and 2021, respectively. Amortization expense for these capitalized costs was $426 million, $366 million, and $322 million for the years ended December 31, 2022, 2021, and 2020, respectively. Costs related to the maintenance of internal use software and website development costsareexpensedasincurred. Leases We determine whether an arrangement is a lease for accounting purposes at contract inception. Operating leases are recorded as right-of-use (“ROU”) assets, which are included in other assets, and lease liabilities, which are included in accrued expenses and other current liabilities and deferred tax liability and other long-term liabilities on our consolidated balancesheets.For sale-leasebacktransactions,we evaluate the sale and the lease arrangementbased on our conclusion as to whether control of the underlying asset has been transferred, and recognize the sale-leaseback as either a sale transaction or under the financing method. The financing method requires the asset to remain on our consolidated balance sheetsthroughoutthetermoftheleaseandtheproceedstoberecognizedasafinancingobligation. 68 •2022AnnualReport

PARTIV Note1—OverviewandSummaryofSignificantAccountingPolicies PayPalHoldings,Inc. NotestoConsolidatedFinancialStatements—(Continued) ROUassetsrepresentour right to use an underlying asset for the lease term and lease liabilities represent our obligation to makelease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Our leases do not provide an implicit rate and therefore we use an incremental borrowing rate for specific terms on a collateralized basis using information available on the commencement date in determining the present value of lease payments. The ROU asset calculation includes lease payments to be made and excludes lease incentives. The ROU asset and lease liability may include amounts attributed to options to extend or terminate the lease when it is reasonably certain we will exercise that option. When we reach a decisionto exercisea lease renewalor terminationoption, we recognizethe associatedimpactto the ROU assetandlease liability. Lease expense for operating leases is recognized on a straight-line basis over the lease term. ANNU We evaluate ROU assets related to leases for indicators of impairment whenever events or changes in circumstances indicate that the carrying amount of an ROU asset may not be recoverable. When a decision has been made to exit a lease AL prior to the contractual term or to sublease that space, we evaluate the asset for impairment and recognize the associated REPOR impacttotheROUassetandrelatedexpense,ifapplicable.Theevaluationisperformedattheassetgrouplevelinitiallyand when appropriate, at the lowest level of identifiable cash flows, which is at the individual lease level. Undiscounted cash T flows expectedto be generatedby the related ROU assets are estimatedover the ROU assets useful lives. If the evaluation indicates that the carrying amount of the ROU assets may not be recoverable, any potential impairment is measured based uponthefairvalueoftherelatedROUassetorassetgroupasdeterminedbyappropriatevaluationtechniques. Wehavelease agreements with lease and non-lease components. We have elected to apply the practical expedient and accountfor the lease and non-lease componentsas a single lease component for all leases, where applicable. In addition, wehaveelectedtoapplythepracticalexpedientsrelatedto leaseclassification,hindsight, and land easement. We apply a single portfolio approachto accountfor the ROU assetsand leaseliabilities. GoodwillandIntangibleAssets Goodwill is tested for impairment, at a minimum, on an annual basis at the reporting unit level by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. If the reporting unit does not pass the qualitative assessment, then the reporting units carrying value is comparedto its fair value. Goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value. The fair value of the reporting unit may be estimated using income and market approaches. The discounted cash flow method,aformoftheincomeapproach,usesexpectedfutureoperatingresultsandamarketparticipantdiscountrate.The market approach uses comparable company prices and other relevant information generated by market transactions (either publicly traded entities or mergers and acquisitions) to develop pricing metrics to be applied to historical and expected future operating results of the reporting unit. Failure to achieve these expected results, changes in the discount rate, or market pricing metrics may cause a future impairment of goodwill at the reporting unit level. We conducted our annual impairmenttest of goodwill as of August 31, 2022 and 2021. We determinedthat no adjustment to the carrying value of goodwill of our reporting unit was required. As of December 31, 2022, we determined that no events occurred, or circumstances changed from August 31, 2022 through December 31, 2022 that would more likely than not reduce the fair valueofthereportingunitbelowitscarryingamount. Intangible assets consist of acquired customer list and user base intangible assets, marketing related intangibles, developed technology, and other intangible assets. Intangible assets are amortized over the period of estimated benefit using the straight-line method and estimated useful lives ranging from two to seven years. No significant residual value is estimatedforintangibleassets. ImpairmentofLong-livedAssets Weevaluate long-lived assets (including intangible assets) for impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. An asset is considered impaired if its carryingamountexceedsthefutureundiscountedcashflowtheassetisexpectedtogenerate. AllowanceforTransactionLosses Weareexposedtotransactionlossesduetocreditcardandotherpaymentmisuseaswellasnonperformancefromsellers whoaccept payments through PayPal. We establish an allowance for estimated losses arising from completing customer transactions, such as chargebacksfor unauthorized credit card use and merchant-relatedchargebacksdue to non-delivery or unsatisfactory delivery of purchased items, purchase protection program claims, and account takeovers. This allowance •2022AnnualReport 69

PARTIV Note1—OverviewandSummaryofSignificantAccountingPolicies PayPalHoldings,Inc. NotestoConsolidatedFinancialStatements—(Continued) represents an accumulation of the estimated amounts of probable transaction losses as of the reporting date, including thosewhichwehavenotyetidentified.Theallowanceismonitoredregularlyandisupdatedbasedonactuallossdata.The allowance is based on known facts and circumstances, internal factors including experience with similar cases, historical trends involving loss payment patterns, and the mix of transaction and loss types, as applicable. Additions to the allowance are reflected as a component of transaction and credit losses on our consolidated statements of income (loss). The allowance for transaction losses is included in accrued expenses and other current liabilities on our consolidated balance sheets. AllowanceforNegativeCustomerBalances Negative customer balances occur primarily when there are insufficient funds in a customers PayPal account to cover charges applied for Automated Clearing House returns, debit card transactions, and merchant-related chargebacks due to non-delivery or unsatisfactory delivery of purchased items, which are generally within the scope of our protection programs. Negative customer balances can be cured by the customer by adding funds to their account, receiving payments, or through back-up funding sources. We also utilize third-party collection agencies. For negative customer balances that are not expected to be cured or otherwise collected, we provide an allowance for expected losses. The allowancerepresentsexpectedlossesbasedonhistoricaltrendsinvolvingcollectionandwrite-offpatterns,internalfactors including our experience with similar cases, other known facts and circumstances, and reasonable and supportable macroeconomic forecasts, as applicable. Loss rates are derived using historical loss data for each delinquency bucket usingaroll rate model that capturesthe losses and the likelihood that a negative customer balance will be written off as the delinquency age of such balance increases. The loss rates are then applied to the outstanding negative customer balances. Once the quantitative calculation is performed, we review the adequacy of the allowance and determine if qualitative adjustmentsneed to be considered.We write-off negativecustomerbalancesin the month in whichthebalance becomesoutstandingfor 120 days. Write-offs that are recovered are recorded as a reduction to our allowance for negative customer balances. Negative customer balances are included in other current assets, net of the allowance on our consolidated balance sheets. Adjustments to the allowance for negative customer balances are recorded as a component of transactionand credit losses on our consolidatedstatementsof income(loss). DerivativeInstruments See“Note10—DerivativeInstruments”forinformationrelatedtothederivativeinstruments. Fair Value Measurements Wemeasurecertain financial assets and liabilities at fair value on a recurring basis and certain financial and non-financial assetsandliabilities at fair value on a non-recurring basis when a change in fair value or impairment is evidenced.Fair value is defined as the price received to sell an asset or paid to transfer a liability in the principal market for the asset or liability in an orderly transaction between market participants on the measurement date. Fair value is estimated by maximizing the useofobservableinputsandminimizingtheuseofunobservableinputs.Thecategorizationwithinthefollowingthree-level fair value hierarchy for our recurring and non-recurring fair value measurements is based upon the lowest level of input that is available and significant to the fair value measurement: • Level 1—Observableinputs,suchasunadjustedquotedpricesinactivemarketsforidenticalassetsorliabilities. • Level 2—Observable inputs other than Level 1 quoted prices, such as quoted prices for similar assets or liabilities, quotedpricesinmarketsthatarenotactiveorotherinputsthatareobservableorcanbemarket-corroborated. • Level 3—Unobservable inputs that cannot be directly corroborated by observable market data and that typically reflect managementsestimateofassumptionsthatmarketparticipantswoulduseinpricingtheassetorliability. See“Note9—FairValueMeasurementofAssetsandLiabilities”foradditionalinformationrelatedtoourfairvalue measurements. CryptoAssetSafeguardingLiabilityandCorrespondingSafeguardingAsset See “Note 7—Other Financial Statement Details” for information related to our crypto asset safeguarding liability and correspondingsafeguardingasset. 70 •2022AnnualReport

PARTIV Note1—OverviewandSummaryofSignificantAccountingPolicies PayPalHoldings,Inc. NotestoConsolidatedFinancialStatements—(Continued) ConcentrationsofRisk Our cash, cash equivalents, short-term investments, accounts receivable, loans and interest receivable, net, funds receivable and customer accounts, long-term investments, and long-term notes receivable, are potentially subject to concentration of credit risk. Cash, cash equivalents, and customer accounts are placed with financial institutions that management believes are of high credit quality. In addition, funds receivable are generated primarily with financial institutions which management believes are of high credit quality. We invest our cash, cash equivalents, and customer accounts primarily in highly liquid, highly rated instruments which are uninsured. We have corporate deposit balances with financial services institutions which exceed the FDIC insurance limit of $250,000. As part of our cash management process, weperform periodic evaluations of the relative credit standing of these financial institutions. Our accounts receivable are ANNU derived from revenue earned from customers located in the U.S. and internationally. Our loans and interest receivable are derived from merchant and consumer financing activities for customers located in the U.S. and internationally. Our long- AL term notes receivable is derived from deferred proceeds associated with the sale of our U.S. consumer credit receivables REPOR portfolio to a partner institution in 2018. As of December 31, 2022 and 2021, one customer accounted for 20% and 25% of net accounts receivables, respectively. No customer accounted for more than 10% of net loans receivable as of T December 31, 2022 and 2021. At December 31, 2022 and 2021, one partner institution accounted for our long-term notes receivable balance, which represented 18% and 22% of other assets, respectively. During the years ended December 31, 2022, 2021, and 2020, no customer accounted for more than 10% of net revenues. During the years ended December 31, 2022, 2021, and 2020, we earned approximately 2%, 6%, and 13% of revenue, respectively, from customers on eBays Marketplacesplatform.Noothersourceofrevenuerepresentedmorethan10%ofourrevenue. RevenueRecognition See“Note2—Revenue”forinformationrelatedtoourrevenuerecognition. AdvertisingExpense Weexpensethecostofproducingadvertisementsat the time production occurs and expense the cost of communicating advertisementsin the period during which the advertising space or airtime is used as sales and marketing expense. Online advertising expensesare recognizedbasedonthetermsoftheindividualagreements,whicharegenerallyoverthegreater of the ratio of the number of impressions delivered over the total number of contracted impressions, on a pay-per-click basis, or on a straight-line basis over the term of the contract. Advertising expense totaled $518 million, $740 million, and $654millionfortheyearsendedDecember31,2022,2021,and2020,respectively. DefinedContributionSavingsPlans Wehaveadefinedcontribution savings plan in the U.S. which qualifies under Section 401(k) of the Internal Revenue Code (“Code”). Our non-U.S. employees are covered by other savings plans. Expenses related to our defined contribution savingsplansarerecordedwhenservicesarerenderedbyouremployees. Stock-basedCompensation Wedeterminecompensationexpenseassociatedwithrestrictedstockunits,performancebasedrestrictedstockunits,and restricted stock awards based on the estimated fair value of our common stock on the date of grant. We determine compensation expense associated with stock options based on the estimated grant date fair value method using the Black-Scholes valuation model. We generally recognize compensation expense using a straight-line amortization method over the respective vesting period for awards that are ultimately expected to vest. Accordingly, stock-based compensation expense for the years ended December 31, 2022, 2021, and 2020 has been reduced for estimated forfeitures. When estimatingforfeitures, we considervoluntary terminationbehaviorof our employeesas well as trendsof actualforfeitures. ForeignCurrency Many of our foreign subsidiaries have designated the local currency of their respective countries as their functional currency. Assets and liabilities of our non-U.S. dollar functional currency subsidiaries are translated into U.S. dollars at exchange rates prevailing at the balance sheet dates. Revenues and expenses of our non-U.S. dollar functional currency subsidiariesare translatedinto U.S. dollars using daily exchange rates. Gains and losses resulting from these translationsare recorded as a component of accumulated other comprehensive income (loss) (“AOCI”). Gains and losses from the remeasurementofforeigncurrencytransactionsintothefunctionalcurrencyarerecognizedasotherincome(expense),net in our consolidatedstatementsof income(loss). •2022AnnualReport 71

PARTIV Note1—OverviewandSummaryofSignificantAccountingPolicies PayPalHoldings,Inc. NotestoConsolidatedFinancialStatements—(Continued) IncomeTaxes We account for income taxes using an asset and liability approach which requires the recognition of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in the financial statements or tax returns. The measurement of current and deferred tax assets and liabilities is based on provisions of enacted tax laws; the effects of future changes in tax laws or rates are not anticipated. If necessary, the measurement of deferred tax assets is reduced by the amount of any tax benefits that are not expected to be realized based on available evidence. We report a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. We recognize interest and penalties, if any, related to unrecognized tax benefits in income tax expense. We account for Global Intangible Low-Taxed Income as a current-period expense whenincurred. OtherIncome(expense),Net Other income (expense), net includes: (i) interest income, which consists of interest earned on corporate cash and cash equivalents and short-term and long-term investments, (ii) interest expense, which consists of interest expense, fees, and amortization of debt discount on our long-term debt (including current portion) and credit facilities, (iii) realized and unrealized gains (losses) on strategic investments, which includes changes in fair value related to our marketable equity securities and observable price changes and impairments on our non-marketable equity securities, and (iv) other, which primarily includes foreign currency exchange gains and losses due to remeasurement of certain foreign currency denominatedmonetaryassetsandliabilities, and fair value changes on the derivative contracts not designated as hedging instruments. RecentAccountingGuidance In March 2022, the Financial Accounting Standards Board (“FASB”) issued ASU 2022-02, Troubled Debt Restructurings (“TDRs”) and Vintage Disclosures (Topic 326): Financial Instruments – Credit Losses. This amended guidance will eliminate the accounting designation of a loan modification as a TDR, including eliminating the measurement guidance for TDRs. The amendments also enhance existing disclosure requirements and introduce new requirements related to modifications of receivables due from borrowers experiencing financial difficulty. Additionally, this guidance requires entities to disclose gross write-offs by year of origination for financing receivables, such as loans and interest receivable. The amended guidanceiseffectivefor fiscal years beginning after December15, 2022 and is required to be applied prospectively,except for the recognition and measurementof TDRs,whichcanbeappliedonamodifiedretrospectivebasis.Wehaveconcluded that our financial statements were not materially impacted upon adoption. We adopted this guidance effective January 1, 2023onaprospectivebasisandwillprovideadditionaldisclosuresasrequired. RecentlyAdoptedAccountingGuidance In March 2022, the SEC released Staff Accounting Bulletin No. 121 (“SAB 121”), which provides guidance for an entity to consider when it has obligations to safeguard customers crypto assets, whether directly or through an agent or another third party acting on its behalf. The interpretive guidance requires a reporting entity to record a liability to reflect its obligation to safeguard the crypto assets held for its platform users with a corresponding safeguarding asset. The crypto asset safeguardingliability and the correspondingsafeguardingasset will be measured at the fair value of the crypto assets held for the platform users with the measurement of the safeguarding asset taking into account any potential loss events. SAB121alsorequiresdisclosuresrelatedtotheentityssafeguardingobligationsforcryptoassetsheldforitsplatformusers. SAB 121 was effective in the first interim or annual financial statements ending after June 15, 2022 with retrospective application as of the beginning of the fiscal year. We adopted this guidance for the quarter ended June 30, 2022 with retrospective application as of January 1, 2022. As of June 30, 2022, we recorded $596 million for both the crypto asset safeguarding liability and corresponding safeguarding asset, which were classified as accrued expenses and other current liabilities and prepaid expenses and other current assets, respectively, on our condensed consolidated balance sheet. For additional information, see “Note 7—Other Financial StatementDetails.” There are other new accounting pronouncements issued by the FASB that we have adopted or will adopt, as applicable. We do not believe any of these new accounting pronouncements have had, or will have, a material impact on our consolidatedfinancialstatementsordisclosures. 72 •2022AnnualReport

PARTIV Note2—Revenue PayPalHoldings,Inc. NotestoConsolidatedFinancialStatements—(Continued) Note2—Revenue Weenableour customers to send and receive payments. We earn revenue primarily by completing payment transactions for our customers on our payments platform and from other value added services. Our revenues are classified into two categories:transactionrevenuesandrevenuesfromothervalueaddedservices. TransactionRevenues Weearntransaction revenues primarily from fees paid by our customers to receive payments on our platform. These fees mayhaveafixedandvariablecomponent.The variable component is generally a percentage of the value of the payment ANNU amountandisknownatthetimethetransactionis processed.For a portion of our transactions,the variable component of the fee is eligible for reimbursement when the underlying transaction is approved for a refund. We estimate the amount of AL fee refunds that will be processed each quarter and record a provision against our transaction revenues. The volume of REPOR activity processed on our payments platform, which results in transaction revenue, is referred to as Total Payment Volume (“TPV”). We earn additional fees from merchants and consumers on transactions where we perform currency conversion, T whenweenablecross-bordertransactions(i.e., transactions where the merchant and consumer are in different countries), to facilitate the instant transfer of funds for our customers from their PayPal or Venmo account to their bank account or debit card, to facilitate the purchase and sale of cryptocurrencies, as contractual compensation from sellers that violate our contractual terms (for example, through fraud or counterfeiting), and other miscellaneous fees. Our transaction revenues are also reducedbycertainincentivesprovidedtoourcustomers. Our contracts with our customers are usually open-ended and can be terminated by either party without a termination penalty after the notice period has lapsed. Therefore, our contracts are defined at the transaction level and do not extend beyond the service already provided. Our contracts generally renew automatically without any significant material rights. Some of our contracts include tiered pricing, which are based primarily on volume. The fee charged per transaction is adjustedupordownifthevolumeprocessedforaspecifiedperiodisdifferentfrompriorperioddefinedvolumes.Wehave concludedthatthisvolume-basedpricingapproachdoesnotconstituteafuturematerialrightsincethediscountiswithina range typically offered to a class of customers with similar volume. We do not have any capitalized contract costs and we donotcarryanymaterialcontractbalances. Our primary service comprises a single performance obligation to complete payments on our payments platform for our customers. Using our risk assessment tools, we perform a transaction risk assessment on individual transactions to determine whether a transaction should be authorized for completion on our payments platform. When we authorize a transaction,webecomeobligatedtoourcustomertocompletethepaymenttransaction. Werecognizefeeschargedtoourcustomersprimarilyonagrossbasisastransactionrevenuewhenwearetheprincipalin respect of completing a payment transaction. As a principal to the transaction, we control the service of completing payments on our payments platform. We bear primary responsibility for the fulfillment of the payment service, contract directly with our customers, control the product specifications,and define the value proposal from our services. Further, we have full discretion in determining the fee charged to our customers, which is independent of the costs we incur in instances where we may utilize payment processors or other financial institutions to perform services on our behalf. We therefore bear full margin risk when completing a payment transaction. These fees paid to payment processors and other financial institutions are recognized as transaction expense. We are also responsiblefor providing customer support. Topromoteengagementandacquirenewusersonourplatform,wemayprovideincentivestomerchantsandconsumers in various forms including discounts on fees, rebates, rewards, and coupons. Evaluating whether an incentive is a payment to a customer requires judgment. Incentives that are determined to be consideration payable to a customer or paid on behalf of a customer are recognized as a reduction of revenue. Certain incentives paid to users that are not our customers are classified as sales and marketing expense. We provide merchants and consumers with protection programs for certain transactions completed on our payments platform. These programs are intended to protect both merchants and consumers from loss primarily due to fraud and counterpartyperformance.Theseprotectionprogramsdonotprovideaseparateservicetoourcustomersandweestimate andrecordassociatedcostsintransactionandcreditlossesduringtheperiodthepaymenttransactioniscompleted. RevenuesfromOtherValueAddedServices Weearnrevenuesfromothervalueaddedservices,whicharecomprisedprimarilyofrevenueearnedthroughpartnerships, referral fees, subscription fees, gateway fees, and other services that we provide to our merchants and consumers. These •2022AnnualReport 73

PARTIV Note2—Revenue PayPalHoldings,Inc. NotestoConsolidatedFinancialStatements—(Continued) contracts typically have one performance obligation which is provided and recognized over the term of the contract. The transaction price is generally fixed and known at the end of each reporting period; however, for some agreements, it may benecessaryto estimate the transaction price using the expected value method. Revenue earned from other value added servicesis recordedonanetbasiswhenweareconsideredtheagentwithrespecttoprocessingtransactions. Wealso earn revenues from interest and fees earned on our portfolio of loans receivable and interest earned on certain assets underlying customer balances. Interest and fees earned on the portfolio of loans receivable are computed and recognized based on the effective interest method and are presented net of any required reserves and amortization of deferredoriginationcosts. DisaggregationofRevenue We determine operating segments based on how our chief operating decision maker (“CODM”) manages the business, makes operating decisions around the allocation of resources, and evaluates operating performance. Our CODM is our Chief Executive Officer, who regularly reviews our operating results on a consolidated basis. We operate as one segment and have one reportable segment. Based on the information provided to and reviewed by our CODM, we believe that the nature, amount, timing, and uncertainty of our revenue and cash flows and how they are affected by economic factors are most appropriately depicted through our primary geographical markets and types of revenue categories (transaction revenues and revenues from other value added services). Revenues recorded within these categories are earned from similar products and services for which the nature of associated fees and the related revenue recognition models are substantially the same. Thefollowingtablepresentsourrevenuedisaggregatedbyprimarygeographicalmarketandcategory: YearEndedDecember31, 2022 2021 2020 (In millions) Primarygeographicalmarkets U.S. $ 15,807 $ 13,712 $ 11,013 UnitedKingdom(“U.K.”) 2,071 2,340 2,340 (1) 9,640 9,319 8,101 Othercountries (2) TOTALNETREVENUES $ 27,518 $ 25,371 $21,454 Revenuecategory Transactionrevenues $ 25,206 $ 23,402 $ 19,918 Revenuesfromothervalueaddedservices 2,312 1,969 1,536 (2) $ 27,518 $ 25,371 $21,454 TOTALNETREVENUES (1) Nosinglecountryincludedintheothercountriescategorygeneratedmorethan10%oftotalrevenue. (2) Total net revenuesinclude$1.3 billion, $425 million, and $597 million for the years ended December 31, 2022, 2021, and 2020, respectively,which do not representrevenues recognizedinthescopeofAccountingStandardsCodificationTopic606,Revenuefromcontractswithcustomers.Suchrevenuesrelatetointerestandfeesearnedonloansand interest receivable, as well as hedging gains or losses, and interest earned on certain assets underlyingcustomer balances. NetrevenuesareattributedtothecountryinwhichthepartypayingourPayPalfeeislocated. Note3—NetIncome(loss)PerShare Basic net income (loss) per share is computed by dividing net income (loss) for the period by the weighted average numberofcommonsharesoutstandingduringtheperiod.Dilutednet income(loss) per share is computedby dividing net income(loss) for the period by the weighted average number of shares of common stock and potentially dilutive common stockoutstandingfortheperiod.Thedilutiveeffectofoutstandingequityincentiveawardsisreflectedindilutednetincome (loss) per share by application of the treasury stock method. The calculation of diluted net income (loss) per share excludes all anti-dilutive common shares. During periods when we report net loss, diluted net loss per share is the same as basic net loss per share becausetheeffectsof potentiallydilutive items would decreasethe net loss per share. 74 •2022AnnualReport

PARTIV Note3—NetIncome(loss)PerShare PayPalHoldings,Inc. NotestoConsolidatedFinancialStatements—(Continued) Thefollowingtablesetsforththecomputationofbasicanddilutednetincome(loss)persharefortheperiodsindicated: YearEndedDecember31, 2022 2021 2020 (In millions, except per share amounts) Numerator: Netincome(loss) $ 2,419 $ 4,169 $ 4,202 Denominator: ANNU Weightedaveragesharesofcommonstock—basic 1,154 1,174 1,173 AL Dilutive effect of equity incentive awards 4 12 14 REPOR WEIGHTEDAVERAGESHARESOFCOMMONSTOCK—DILUTED 1,158 1,186 1,187 Netincome(loss)pershare: T Basic $ 2.10 $ 3.55 $ 3.58 Diluted $ 2.09 $ 3.52 $ 3.54 Commonstockequivalentsexcludedfromnetincome(loss)perdilutedsharebecause their effect would have been anti-dilutive or potentially dilutive 13 2 1 Note4—BusinessCombinations Therewerenoacquisitionsaccountedforasbusinesscombinationsordivestiturescompletedin2022. AcquisitionsCompletedin2021 During the year ended December 31, 2021, we completed five acquisitions reflecting 100% of the equity interests of the acquiredcompanies,foranaggregatepurchasepriceof$3.1billion. Paidy We completed the acquisition of Paidy in October 2021 by acquiring all outstanding shares for total consideration of approximately $2.7 billion, consisting of approximately $2.6 billion in cash and approximately $161 million in assumed restricted stock and restricted stock units, subject to vesting conditions. Paidy is a two-sided payments platform that primarily provides buy now, pay later solutions (installment credit offerings) in Japan. With the acquisition of Paidy, we expandedourcapabilitiesandrelevanceinJapan. •2022AnnualReport 75

PARTIV Note4—BusinessCombinations PayPalHoldings,Inc. NotestoConsolidatedFinancialStatements—(Continued) The following table summarizes the final allocation of the purchase consideration to the fair value of the assets acquired andliabilities assumed: (In millions) Goodwill $ 1,897 Customerlistsanduserbase 512 Marketingrelated 83 Developedtechnology 47 TOTALINTANGIBLES $ 642 Loansandinterestreceivable,net 197 Cashandcashequivalents 102 Othernetassets 87 Short-termandlong-termdebt (188) Deferredtaxliabilities, net (166) TOTALPURCHASEPRICE $ 2,571 The intangible assets acquired consist primarily of merchant contracts, trade names/trademarks, and developed technology with estimated useful lives of three to seven years. Contractual gross loans and interest receivable acquired were $216 million. We expect to collect substantially all of these receivables. The excess of the purchase consideration, including the fair value of our equity investment, over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill and is attributable to the workforce of Paidy and the synergies expected to arise from theacquisition,includingcontinuedcustomeracquisition.Goodwillwasnotdeductibleforincometaxpurposes. In connection with the acquisition, we issued restricted stock and restricted stock units with an approximate grant date fair value of $161 million, which represents post-business combination expense. The equity granted is a combination of shares issued to certain former Paidy employees subject to a holdback arrangement and assumed Paidy employee equity grants, whichvestoveraperiodofuptoapproximatelyfouryearssubjecttocontinuedemployment. OtherAcquisitions In 2021, we completed four other acquisitions accounted for as business combinations. The total purchase price for these acquisitions was $542 million, consisting primarily of cash consideration. The allocation of purchase consideration resulted in approximately $90 million of technology, customer, and marketing-related intangible assets with estimated useful lives ranging from approximately one to seven years, net assets of $17 million, and goodwill of approximately $435 million attributable to the workforce of the acquired companies and the synergies expected to arise from these acquisitions, including the integration of the acquired technology with our existing product offerings. Goodwill was not considered deductiblefor incometaxpurposes. AcquisitionsCompletedin2020 During the year ended December 31, 2020, we completed one acquisition reflecting 100% of the equity interests of the acquiredcompany,forapurchasepriceof$3.6billion. HoneyScienceCorporation WecompletedouracquisitionofHoneyScienceCorporation(“Honey”)inJanuary2020byacquiringalloutstandingshares for total consideration of approximately $4.0 billion, consisting of approximately $3.6 billion in cash and approximately $400millioninassumedrestrictedstock,restrictedstockunits,andstockoptions,subjecttovestingconditions.Honeywas acquired to enhance our value proposition by allowing us to further simplify and personalize shopping experiences for consumerswhiledrivingconversionandincreasingconsumerengagementandsalesformerchants. 76 •2022AnnualReport

PARTIV Note4—BusinessCombinations PayPalHoldings,Inc. NotestoConsolidatedFinancialStatements—(Continued) The following table summarizes the final allocation of the purchase consideration to the fair value of the assets acquired andliabilities assumed: (In millions) Goodwill $ 2,962 Customerlistsanduserbase 115 Marketingrelated 30 Developedtechnology 572 ANNU TOTALINTANGIBLES $ 717 Accountsreceivable,net 50 AL Deferredtaxliabilities, net (58) REPOR Othernetliabilities (36) TOTALPURCHASEPRICE $ 3,635 T Theintangible assets acquired consist primarily of customer contracts, trade name/trademarks,and developed technology with estimated useful lives of three years. The excess of the purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill and is attributable to the workforce of Honey and the synergies expected to arise from the acquisition through continued customer acquisition, cross selling initiatives, and productenhancements.Goodwillwasnotdeductibleforincometaxpurposes. In connection with the acquisition, we assumed restricted stock, restricted stock units, and options with an approximate grant date fair value of $400 million, which represents post-business combination expense. The equity granted was a combinationof shares issued to certain former Honey employees subject to a holdback arrangement and assumed Honey employeegrants,whichvestoveraperiodofuptofouryearsandaresubjecttocontinuedemployment. OtherInformation Prior to acquisition, we held minority interests in certain of the companies we acquired in 2021. We remeasured these investments immediately before the completion of the respective acquisitions at a total acquisition-date fair value of $64 million, which resulted in an aggregate gain of $36 million recognized as other income (expense), net in our consolidated statements of income (loss). The acquisition-date fair value was derived using the value paid less a control premiumbasedonmarketanalysisperformedbyathirdparty. Note5—GoodwillandIntangibleAssets Goodwill The following table presents goodwill balances and adjustments to those balances during the years ended December 31, 2022and2021: December31, Goodwill December31, Goodwill December31, 2020 Acquired Adjustments 2021 Acquired Adjustments 2022 (In millions) Total goodwill $ 9,135 2,355 (36) $ 11,454 — (245) $ 11,209 The goodwill acquired during 2021 was attributable to the five acquisitions completed within 2021 as described in “Note 4—Business Combinations.” The adjustments to goodwill during 2022 and 2021 pertained primarily to foreign currency translation adjustments. •2022AnnualReport 77

PARTIV Note5—GoodwillandIntangibleAssets PayPalHoldings,Inc. NotestoConsolidatedFinancialStatements—(Continued) IntangibleAssets Thecomponentsofidentifiableintangibleassetswereasfollows: December31,2022 December31,2021 Weighted Weighted Average Average Gross Net Useful Gross Net Useful Carrying Accumulated Carrying Life Carrying Accumulated Carrying Life Amount Amortization Amount (Years) Amount Amortization Amount (Years) (In millions, except years) Intangible assets: Customerlistsanduserbase $ 1,664 $ (1,092) $ 572 7 $ 1,726 $ (919) $ 807 7 Marketingrelated 395 (339) 56 5 405 (315) 90 5 Developedtechnology 1,099 (1,048) 51 3 1,109 (822) 287 3 All other 438 (329) 109 7 454 (306) 148 7 INTANGIBLEASSETS,NET $3,596 $ (2,808) $ 788 $3,694 $ (2,362) $ 1,332 Amortization expense for intangible assets was $471 million, $443 million, and $451 million for the years ended December31,2022,2021,and2020,respectively. ExpectedfutureintangibleassetamortizationasofDecember31,2022wasasfollows: Fiscal years: (In millions) 2023 $ 214 2024 196 2025 160 2026 103 2027 65 Thereafter 50 $ 788 Note6—Leases PayPal enters into various leases, which are primarily real estate operating leases. We use these properties for executive and administrative offices, data centers, product development offices, customer services and operations centers, and warehouses. Whileamajorityofourleaseagreementsdonotcontainanexplicitinterestrate,certainofourleaseagreementsaresubject to changesbasedontheConsumerPriceIndexoranotherreferencedindex.Intheeventofchangestotherelevantindex, lease liabilities are not remeasured and instead are treated as variable lease payments and recognized in the period in whichtheobligationforthosepaymentsisincurred. Theshort-termleaseexemptionhasbeenadoptedforallleaseswithadurationoflessthan12months. PayPals lease portfolio includes a small number of subleases. A sublease situation can arise when currently leased real estatespaceisavailableandissurplustooperationalrequirements. AsofDecember31,2022,wehadnofinanceleases. 78 •2022AnnualReport

PARTIV Note6—Leases PayPalHoldings,Inc. NotestoConsolidatedFinancialStatements—(Continued) Thecomponentsofleaseexpensewereasfollows: YearEndedDecember31, 2022 2021 2020 (In millions) Leaseexpense Operatingleaseexpense $ 171 $ 170 $ 166 Subleaseincome (8) (8) (6) ANNU LEASEEXPENSE,NET $ 163 $ 162 $ 160 AL Supplementalcashflowinformationrelatedtoleaseswasasfollows: REPOR YearEndedDecember31, T 2022 2021 2020 (In millions) Cashpaidforamountsincludedinthemeasurementofleaseliabilities: Operatingcashflowsfromoperatingleases $ 172 $ 167 $ 159 ROUleaseassetsobtainedinexchangefornewoperatingleaseliabilities $ 131 $ 124 $ 345 Othernon-cashROUleaseassetactivity $ (52) $ (21) $ (23) Supplementalbalancesheetinformationrelatedtoleaseswasasfollows: AsofDecember31, 2022 2021 (In millions, except weighted-averagefigures) OperatingROUleaseassets $ 574 $ 659 Currentoperatingleaseliabilities 151 142 Operatingleaseliabilities 569 620 TOTALOPERATINGLEASELIABILITIES $ 720 $ 762 Weighted-averageremainingleaseterm—operatingleases 5.7 years 6.1 years Weighted-averagediscountrate—operatingleases 3% 3% Future minimumleasepaymentsforouroperatingleasesasofDecember31,2022wereasfollows: OperatingLeases Fiscal years: (In millions) 2023 $ 169 2024 155 2025 114 2026 103 2027 90 Thereafter 147 TOTAL $ 778 Less: presentvaluediscount (58) LEASELIABILITY $ 720 •2022AnnualReport 79

PARTIV Note6—Leases PayPalHoldings,Inc. NotestoConsolidatedFinancialStatements—(Continued) Operating lease amounts include minimum lease payments under our non-cancelable operating leases primarily for office and data center facilities. The amounts presented are consistent with contractual terms and are not expected to differ significantly from actual results under our existing leases. We recognize rent expense under such agreements on a straight- line basis. Rent expense for the years ended December 31, 2022, 2021, and 2020 totaled $202 million, $192 million, and $172million, respectively. In the first quarter of 2020, we entered into a sale-leaseback arrangement as the seller-lessee for a data center as the buyer-lessor obtained control of the facility. We sold the data center and simultaneously entered into an operating lease agreementwiththepurchaserfortherightto usethefacilityfor 8 years.The Companyreceivedproceedsof approximately $119 million, net of selling costs, which resulted in a de minimis net gain on the sale transaction. In the years ended December 31, 2022, 2021 and 2020, we incurred asset impairment charges of $81 million, $26 million, and $30 million, respectively, within restructuring and other charges on our consolidated statements of income (loss). The impairments included a reduction to our ROU lease assets in the amount of $52 million, $21 million, and $23 million, respectively, which were attributed to certain leased space we are no longer utilizing for our business operations, a portion of whichis beingsubleased. AsofDecember31,2022,weenteredintoanadditionaloperatingleaseforrealestate,whichwillcommenceinthesecond quarter of 2023 or later with minimum lease paymentsaggregatingto $12 million and a lease term of 6 years. Note7—OtherFinancialStatementDetails CryptoAssetSafeguardingLiabilityandCorrespondingSafeguardingAsset Weallowourcustomersin certain markets to buy, hold, sell, receive, and send certain cryptocurrencies as well as use the proceeds from sales of cryptocurrencies to pay for purchases at checkout. These cryptocurrencies consist of Bitcoin, Ethereum, Bitcoin Cash, and Litecoin (collectively, “our customers crypto assets”). We engage third parties, which are licensed trust companies, to provide certain custodial services, including holding our customers cryptographic key information, securing our customers crypto assets, and protecting them from loss or theft, including indemnification against certain types of losses such as theft. Our third-party custodian holds the crypto assets in a custodial account in PayPals name for the benefit of PayPals customers. We maintain the internal recordkeeping of our customers crypto assets, including the amount and type of crypto asset owned by each of our customers in that custodial account. Given that we currently utilize one third-party custodian, there is concentration risk in the event the custodian is not able to performinaccordancewithouragreement. Duetotheuniquerisksassociatedwithcryptocurrencies,includingtechnological,legal, and regulatory risks, we recognize a crypto asset safeguarding liability to reflect our obligation to safeguard the crypto assets held for the benefit of our customers,whichis recordedin accruedexpensesandothercurrentliabilitieson our consolidatedbalancesheet.We also recognize a corresponding safeguarding asset which is recorded in prepaid expenses and other current assets on our consolidated balance sheet. The crypto asset safeguarding liability and corresponding safeguarding asset are measured andrecordedatfair value on a recurring basis using prices available in the market we determine to be the principal market at the balance sheet date. The corresponding safeguarding asset may be adjusted for loss events, as applicable. As of December 31, 2022, the Company has not incurred any safeguarding loss events, and therefore, the crypto asset safeguarding liability and corresponding safeguarding asset were recorded at the same value. The following table summarizesthesignificantcryptoassetsweholdforthebenefitofourcustomersandthecryptoassetsafeguardingliability andcorrespondingsafeguardingassetasofDecember31,2022(inmillions): Bitcoin $ 291 Ethereum 250 Other 63 CRYPTOASSETSAFEGUARDINGLIABILITY $ 604 CRYPTOASSETSAFEGUARDINGASSET $ 604 80 •2022AnnualReport

PARTIV Note7—OtherFinancialStatementDetails PayPalHoldings,Inc. NotestoConsolidatedFinancialStatements—(Continued) PropertyandEquipment,Net AsofDecember31, 2022 2021 (In millions) Propertyandequipment,net: Computerequipmentandsoftware $ 3,380 $ 3,298 Internal use software and websitedevelopmentcosts 3,814 3,301 ANNU Landandbuildings 388 380 AL Leaseholdimprovements 364 379 REPOR Furniture and fixtures 141 146 Developmentinprogressandother 25 86 T TOTALPROPERTYANDEQUIPMENT,GROSS 8,112 7,590 Accumulateddepreciationandamortization (6,382) (5,681) TOTALPROPERTYANDEQUIPMENT,NET $ 1,730 $ 1,909 Depreciation and amortization expense was $846 million, $822 million, and $738 million for the years ended December 31, 2022,2021,and2020,respectively. Net changes in accounts payable on our consolidated statements of cash flows includes non-cash investing activities associated with property and equipment; the impact of which was a decrease of $36 million and $27 million in 2022 and 2021, respectively,and an increaseof $17 million in 2020. GeographicalInformation The following table summarizes long-lived assets based on geography, which consist of property and equipment, net and operatingleaseROUassets: AsofDecember31, 2022 2021 (In millions) Long-livedassets: U.S. $ 1,910 $ 2,050 Othercountries 394 518 TOTALLONG-LIVEDASSETS $ 2,304 $ 2,568 Long-lived assets attributed to the U.S. and other countries are based upon the country in which the asset is located or owned. •2022AnnualReport 81

PARTIV Note7—OtherFinancialStatementDetails PayPalHoldings,Inc. NotestoConsolidatedFinancialStatements—(Continued) AccumulatedOtherComprehensiveIncome(loss) The following table summarizes the changes in accumulated balances of other comprehensive income (loss) for the year endedDecember31,2022: Unrealized Foreign Net Gains Unrealized Currency Investment Estimated (Losses)on Gains Translation Hedges Tax CashFlow (Losses)on Adjustment CTAGains (Expense) Hedges Investments (“CTA”) (Losses) Benefit Total (In millions) Beginningbalance $ 199 $ (87) $ (270) $ 24 $ (2) $ (136) Othercomprehensiveincome(loss)before reclassifications 374 (499) (305) (25) 130 (325) Less: AmountofgainreclassifiedfromAOCI 462 5 — — — 467 Netcurrentperiodothercomprehensive income(loss) (88) (504) (305) (25) 130 (792) ENDINGBALANCE $ 111 $ (591) $ (575) $ (1) $ 128 $ (928) The following table summarizes the changes in accumulated balances of other comprehensive income (loss) for the year endedDecember31,2021: Unrealized Net Gains Unrealized Investment Estimated (Losses)on Gains Hedges Tax CashFlow (Losses)on Foreign CTAGains (Expense) Hedges Investments CTA (Losses) Benefit Total (In millions) Beginningbalance $ (323) $ 11 $ (198) $ 24 $ 2 $ (484) Othercomprehensiveincome(loss)before reclassifications 332 (98) (72) — (4) 158 Less: AmountoflossreclassifiedfromAOCI (190) — — — — (190) Netcurrentperiodothercomprehensiveincome (loss) 522 (98) (72) — (4) 348 ENDINGBALANCE $ 199 $ (87) $ (270) $ 24 $ (2) $ (136) The following table summarizes the changes in accumulated balances of other comprehensive income (loss) for the year endedDecember31,2020: Unrealized Net Gains Unrealized Investment Estimated (Losses)on Gains Hedges Tax CashFlow (Losses)on Foreign CTAGains (Expense) Hedges Investments CTA (Losses) Benefit Total (In millions) Beginningbalance $ 6 $ 2 $ (150) $ (31) $ — $ (173) Othercomprehensiveincome(loss)before reclassifications (309) 9 (48) 55 2 (291) Less: AmountofgainreclassifiedfromAOCI 20 — — — — 20 Netcurrentperiodothercomprehensiveincome (loss) (329) 9 (48) 55 2 (311) ENDINGBALANCE $(323) $ 11 $ (198) $ 24 $ 2 $(484) 82 •2022AnnualReport

PARTIV Note7—OtherFinancialStatementDetails PayPalHoldings,Inc. NotestoConsolidatedFinancialStatements—(Continued) Thefollowingtableprovidesdetailsaboutreclassificationsout of AOCIfortheperiodspresentedbelow: AffectedLineIteminthe Details aboutAOCIComponents AmountofGains(Losses)ReclassifiedfromAOCI StatementsofIncome(Loss) YearEndedDecember31, 2022 2021 2020 (In millions) Gains(losses)oncashflowhedges—foreign currencyexchangecontracts $ 462 $ (190) $ 20 Netrevenues ANNU Unrealizedgains(losses)oninvestments 5 — — Otherincome(expense),net AL 467 (190) 20 Incomebeforeincometaxes REPOR — — — Incometaxexpense(benefit) TOTALRECLASSIFICATIONSFORTHEPERIOD $ 467 $ (190) $ 20 Netincome(loss) T OtherIncome(expense),Net Thefollowingtablereconcilesthecomponentsofotherincome(expense),netfortheperiodspresentedbelow: YearEndedDecember31, 2022 2021 2020 (In millions) Interest income $ 174 $ 57 $ 88 Interest expense (304) (232) (209) Netgains(losses)onstrategicinvestments (304) 46 1,914 Other (37) (34) (17) OTHERINCOME(EXPENSE),NET $ (471) $(163) $1,776 Refer to “Note 1—OverviewandSummaryofSignificantAccountingPolicies”fordetailsonthecompositionofthese balances. •2022AnnualReport 83

PARTIV Note8—FundsReceivableandCustomerAccountsandInvestments PayPalHoldings,Inc. NotestoConsolidatedFinancialStatements—(Continued) Note8—FundsReceivableandCustomerAccountsandInvestments The following table summarizes the assets underlying our funds receivable and customer accounts, short-term investments,andlong-terminvestmentsasofDecember31,2022and2021: December31, December31, 2022 2021 (In millions) Fundsreceivableandcustomeraccounts: Cashandcashequivalents $ 11,363 $ 12,723 Timedeposits 95 334 Available-for-saledebt securities 17,349 18,336 Fundsreceivable 7,550 4,748 TOTALFUNDSRECEIVABLEANDCUSTOMERACCOUNTS $ 36,357 $ 36,141 Short-terminvestments: Timedeposits $ 482 $ 590 Available-for-saledebt securities 2,593 3,604 Restrictedcash 17 109 TOTALSHORT-TERMINVESTMENTS $ 3,092 $ 4,303 Long-terminvestments: Timedeposits $55$45 Available-for-saledebt securities 2,817 3,545 Strategic investments 2,146 3,207 TOTALLONG-TERMINVESTMENTS $ 5,018 $ 6,797 84 •2022AnnualReport

PARTIV Note8—FundsReceivableandCustomerAccountsandInvestments PayPalHoldings,Inc. NotestoConsolidatedFinancialStatements—(Continued) As of December 31, 2022 and 2021, the estimated fair value of our available-for-sale debt securities included within funds receivableandcustomeraccounts,short-terminvestments,andlong-terminvestmentswasasfollows: (1) December31,2022 Gross Gross Gross Amortized Unrealized Unrealized Estimated Cost Gains Losses Fair Value (In millions) Fundsreceivableandcustomeraccounts: ANNU U.S. governmentandagencysecurities $ 8,736 $ — $ (252) $ 8,484 AL Foreigngovernmentandagencysecurities 1,479 — (44) 1,435 REPOR Corporatedebtsecurities 1,637 — (82) 1,555 Asset-backedsecurities 1,324 — (26) 1,298 T Municipalsecurities 410 — (3) 407 Commercialpaper 3,702 1 (14) 3,689 Short-terminvestments: U.S. governmentandagencysecurities 815 — (3) 812 Foreigngovernmentandagencysecurities 435 — (11) 424 Corporatedebtsecurities 641 — (14) 627 Asset-backedsecurities 415 — (9) 406 Commercialpaper 324 — — 324 Long-terminvestments: U.S. governmentandagencysecurities 493 — (36) 457 Foreigngovernmentandagencysecurities 386 — (22) 364 Corporatedebtsecurities 987 — (58) 929 Asset-backedsecurities 1,085 — (18) 1,067 (2) $ 22,869 $ 1 $ (592) $ 22,278 TOTALAVAILABLE-FOR-SALEDEBTSECURITIES (1) “—”Denotesgrossunrealizedgainorunrealizedlossoflessthan$1millioninagivenposition. (2) Excludesforeigncurrencydenominatedavailable-for-saledebtsecuritiesaccountedforunderthefairvalueoption.Referto“Note9—FairValueMeasurementofAssetsand Liabilities.” •2022AnnualReport 85

PARTIV Note8—FundsReceivableandCustomerAccountsandInvestments PayPalHoldings,Inc. NotestoConsolidatedFinancialStatements—(Continued) (1) December31,2021 Gross Gross Gross Amortized Unrealized Unrealized Estimated Cost Gains Losses Fair Value (In millions) Fundsreceivableandcustomeraccounts: U.S. governmentandagencysecurities $ 8,754 $ — $ (31) $ 8,723 Foreigngovernmentandagencysecurities 1,849 — (9) 1,840 Corporatedebtsecurities 3,377 — (15) 3,362 Asset-backedsecurities 1,552 — (3) 1,549 Municipalsecurities 535 — — 535 Short-terminvestments: U.S. governmentandagencysecurities 537 — — 537 Foreigngovernmentandagencysecurities 493 — (1) 492 Corporatedebtsecurities 2,285 — — 2,285 Asset-backedsecurities 278 — (1) 277 Long-terminvestments: U.S. governmentandagencysecurities 568 — (6) 562 Foreigngovernmentandagencysecurities 742 — (6) 736 Corporatedebtsecurities 1,445 — (11) 1,434 Asset-backedsecurities 817 — (4) 813 (2) $ 23,232 $ — $ (87) $ 23,145 TOTALAVAILABLE-FOR-SALEDEBTSECURITIES (1) “—”Denotesgrossunrealizedgainorunrealizedlossoflessthan$1millioninagivenposition. (2) Excludesforeigncurrencydenominatedavailable-for-saledebtsecuritiesaccountedforunderthefairvalueoption.Referto“Note9—FairValueMeasurementofAssetsand Liabilities.” Gross amortized cost and estimated fair value balances exclude accrued interest receivable on available-for-sale debt securities, which totaled $65 million and $36 million at December 31, 2022 and 2021, respectively, and were included in othercurrentassetsonourconsolidatedbalancesheets. 86 •2022AnnualReport

PARTIV Note8—FundsReceivableandCustomerAccountsandInvestments PayPalHoldings,Inc. NotestoConsolidatedFinancialStatements—(Continued) As of December 31, 2022 and 2021, the gross unrealized losses and estimated fair value of our available-for-sale debt securities included within funds receivable and customer accounts, short-term investments, and long-term investments for which an allowance for credit losses was not deemed necessary in the current period, aggregated by the length of time thoseindividualsecuritieshavebeeninacontinuouslossposition,wasasfollows: (1) December31,2022 Lessthan12months 12 monthsorlonger Total Gross Gross Gross Fair Unrealized Fair Unrealized Fair Unrealized ANNU Value Losses Value Losses Value Losses (In millions) AL Fundsreceivableandcustomeraccounts: REPOR U.S. governmentandagencysecurities $ 3,730 $ (89) $ 4,246 $ (163) $ 7,976 $ (252) Foreigngovernmentandagencysecurities 410 (11) 997 (34) 1,407 (45) T Corporatedebtsecurities 9 (1) 1,545 (81) 1,554 (82) Asset-backedsecurities 773 (11) 508 (14) 1,281 (25) Municipalsecurities 264 (3) 50 — 314 (3) Commercialpaper 3,079 (14) — — 3,079 (14) Short-terminvestments: U.S. governmentandagencysecurities 345 — 73 (3) 418 (3) Foreigngovernmentandagencysecurities 61 — 362 (11) 423 (11) Corporatedebtsecurities 97 (2) 465 (12) 562 (14) Asset-backedsecurities 175 (2) 217 (7) 392 (9) Commercialpaper 224 — — — 224 — Long-terminvestments: U.S. governmentandagencysecurities — — 457 (36) 457 (36) Foreigngovernmentandagencysecurities 31 (2) 333 (20) 364 (22) Corporatedebtsecurities 85 (6) 834 (52) 919 (58) Asset-backedsecurities 872 (9) 195 (9) 1,067 (18) TOTALAVAILABLE-FOR-SALEDEBTSECURITIES $ 10,155 $ (150) $ 10,282 $ (442) $ 20,437 $ (592) (1) “—”Denotesgrossunrealizedlossorfairvalueoflessthan$1millioninagivenposition. •2022AnnualReport 87

PARTIV Note8—FundsReceivableandCustomerAccountsandInvestments PayPalHoldings,Inc. NotestoConsolidatedFinancialStatements—(Continued) (1) December31,2021 Lessthan12months 12 monthsorlonger Total Gross Gross Gross Fair Unrealized Fair Unrealized Unrealized Value Losses Value Losses Fair Value Losses (In millions) Fundsreceivableandcustomeraccounts: U.S. governmentandagencysecurities $ 8,224 $ (31) $ — $ — $ 8,224 $ (31) Foreigngovernmentandagencysecurities 1,703 (9) 20 — 1,723 (9) Corporatedebtsecurities 1,816 (15) — — 1,816 (15) Asset-backedsecurities 1,302 (3) — — 1,302 (3) Municipalsecurities 50 — — — 50 — Short-terminvestments: U.S. governmentandagencysecurities 440 — — — 440 — Foreigngovernmentandagencysecurities 485 (1) — — 485 (1) Corporatedebtsecurities 336 — — — 336 — Asset-backedsecurities 273 (1) — — 273 (1) Long-terminvestments: U.S. governmentandagencysecurities 562 (6) — — 562 (6) Foreigngovernmentandagencysecurities 736 (6) — — 736 (6) Corporatedebtsecurities 1,355 (11) — — 1,355 (11) Asset-backedsecurities 707 (4) — — 707 (4) TOTALAVAILABLE-FOR-SALEDEBTSECURITIES $ 17,989 $ (87) $ 20 $ — $ 18,009 $ (87) (1) “—”Denotesgrossunrealizedlossorfairvalueoflessthan$1millioninagivenposition. Unrealized losses have not been recognized into income as we neither intend to sell, nor anticipate that it is more likely than not that we will be required to sell, the securities before recovery of their amortized cost basis. The decline in fair value is due primarily to changes in market interest rates, rather than credit losses. We will continue to monitor the performanceof the investment portfolio and assess whether impairment due to expected credit losses has occurred. Amounts reclassified to earningsfromunrealizedgainsandlosseswerenotmaterialfortheyearsendedDecember31,2022and2021. Our available-for-sale debt securities included within funds receivable and customer accounts, short-term investments, andlong-terminvestmentsclassifiedbydateofcontractualmaturitywereasfollows: December31,2022 AmortizedCost Fair Value (In millions) Oneyearorless $ 11,591 $ 11,470 After one year through five years 9,232 8,790 After five years through ten years 1,968 1,941 After ten years 78 77 TOTAL $ 22,869 $ 22,278 StrategicInvestments Our strategic investments include marketable equity securities, which are publicly traded, and non-marketable equity securities, which are primarily investments in privately held companies. Our marketable equity securities have readily determinable fair values and are recorded as long-term investments on our consolidated balance sheets at fair value with 88 •2022AnnualReport

PARTIV Note8—FundsReceivableandCustomerAccountsandInvestments PayPalHoldings,Inc. NotestoConsolidatedFinancialStatements—(Continued) changesinfair value recordedin other income (expense), net on our consolidated statements of income (loss). Marketable equity securities totaled $323 million and $1.9 billion as of December 31, 2022 and 2021, respectively, including the impact of the sale of marketableequity securitiesduring the year ended December31, 2022. Our non-marketable equity securities are recorded in long-term investments on our consolidated balance sheets. As of December31,2022and2021,wehadnon-marketableequitysecuritiesof $136 million and $79 million, respectively,where we have the ability to exercise significant influence, but not control, over the investee. We account for these equity securities using the equity method of accounting. The remaining non-marketable equity securities do not have a readily determinable fair value and we measure these equity investments at cost minus impairment, if any, and adjust for changes resulting from observable price changes in orderly transactions for an identical or similar investment in the same issuer. All ANNU gains and losses on these investments, realized and unrealized, and our share of earnings or losses from investments accounted for using the equity method are recognized in other income (expense), net on our consolidated statements of AL income (loss). The carrying value of our non-marketable equity securities totaled $1.8 billion and $1.3 billion as of REPOR December31,2022and2021,respectively. T MeasurementAlternativeadjustments The adjustments to the carrying value of our non-marketable equity securities accounted for under the Measurement Alternativein the years ended December31, 2022and2021wereasfollows: YearEndedDecember31, 2022 2021 (In millions) Carryingamount,beginningofperiod $ 1,268 $ 779 Adjustmentsrelatedtonon-marketableequitysecurities: (1) Netadditions 100 133 Grossunrealizedgains 423 356 Grossunrealizedlossesandimpairments (104) — CARRYINGAMOUNT,ENDOFPERIOD $ 1,687 $ 1,268 (1) Netadditionsincludepurchases,reductionsduetosalesofsecurities,andreclassificationswhenMeasurementAlternativeissubsequentlyelectedornolongerapplies. The following table summarizes the cumulative gross unrealized gains and cumulative gross unrealized losses and impairment related to non-marketable equity securities accounted for under the Measurement Alternative, held at December31,2022and2021,respectively: December31, December31, 2022 2021 (In millions) Cumulativegrossunrealizedgains $ 1,137 $ 733 Cumulativegrossunrealizedlossesandimpairments $ (131) $ (27) Unrealizedgains(losses)onstrategicinvestments,excludingthoseaccountedforusingtheequity method The following table summarizes the net unrealized gains (losses) on marketable and non-marketable equity securities, excludingthoseaccountedforusingtheequitymethod,heldatDecember31,2022and2021,respectively: YearEndedDecember31, 2022 2021 (In millions) Netunrealizedgains(losses) $ 79 $ (46) •2022AnnualReport 89

PARTIV Note9—FairValueMeasurementofAssetsandLiabilities PayPalHoldings,Inc. NotestoConsolidatedFinancialStatements—(Continued) Note9—FairValueMeasurementofAssetsandLiabilities FinancialAssetsandLiabilitiesMeasuredandRecordedatFairValueonaRecurring Basis The following tables summarize our financial assets and liabilities measured at fair value on a recurring basis as of December31,2022and2021: QuotedPricesin ActiveMarketsfor SignificantOther Identical Assets ObservableInputs December31,2022 (Level 1) (Level 2) (In millions) Assets: (1) Cashandcashequivalents $ 932 $ — $ 932 (2) Short-terminvestments : U.S. governmentandagencysecurities 812 — 812 Foreigngovernmentandagencysecurities 424 — 424 Corporatedebtsecurities 627 — 627 Asset-backedsecurities 406 — 406 Commercialpaper 324 — 324 TOTALSHORT-TERMINVESTMENTS 2,593 — 2,593 (3) Fundsreceivableandcustomeraccounts : Cashandcashequivalents 192 — 192 U.S. governmentandagencysecurities 8,484 — 8,484 Foreigngovernmentandagencysecurities 1,777 — 1,777 Corporatedebtsecurities 1,694 — 1,694 Asset-backedsecurities 1,298 — 1,298 Municipalsecurities 407 — 407 Commercialpaper 3,689 — 3,689 TOTALFUNDSRECEIVABLEANDCUSTOMERACCOUNTS 17,541 — 17,541 Derivatives 244 — 244 Cryptoassetsafeguardingasset 604 — 604 (2),(4) Long-terminvestments : U.S. governmentandagencysecurities 457 — 457 Foreigngovernmentandagencysecurities 364 — 364 Corporatedebtsecurities 929 — 929 Asset-backedsecurities 1,067 — 1,067 Marketableequitysecurities 323 323 — TOTALLONG-TERMINVESTMENTS 3,140 323 2,817 TOTALFINANCIALASSETS $ 25,054 $ 323 $ 24,731 Liabilities: Derivatives $ 298 $ — $ 298 Cryptoassetsafeguardingliability 604 — 604 TOTALFINANCIALLIABILITIES $ 902 $ — $ 902 Seenextpageforfootnotes. 90 •2022AnnualReport

PARTIV Note9—FairValueMeasurementofAssetsandLiabilities PayPalHoldings,Inc. NotestoConsolidatedFinancialStatements—(Continued) (1) Excludescashof$6.8billionnotmeasuredandrecordedatfairvalue. (2) Excludesrestrictedcashof$17millionandtimedepositsof$537millionnotmeasuredandrecordedatfairvalue. (3) Excludescash,timedeposits,andfundsreceivableof$18.8billionunderlyingfundsreceivableandcustomeraccountsnotmeasuredandrecordedatfairvalue. (4) Excludesnon-marketableequitysecuritiesof$1.8billionmeasuredusingtheMeasurementAlternativeorequitymethodaccounting. QuotedPricesin ActiveMarketsfor SignificantOther Identical Assets ObservableInputs December31,2021 (Level 1) (Level 2) (In millions) Assets: ANNU (1) AL Cashandcashequivalents $ 400 $ — $ 400 (2) REPOR Short-terminvestments : U.S. governmentandagencysecurities 537 — 537 Foreigngovernmentandagencysecurities 505 — 505 T Corporatedebtsecurities 2,285 — 2,285 Asset-backedsecurities 277 — 277 TOTALSHORT-TERMINVESTMENTS 3,604 — 3,604 (3) Fundsreceivableandcustomeraccounts :— Cashandcashequivalents 622 — 622 U.S. governmentandagencysecurities 8,723 — 8,723 Foreigngovernmentandagencysecurities 4,090 — 4,090 Corporatedebtsecurities 3,439 — 3,439 Asset-backedsecurities 1,549 — 1,549 Municipalsecurities 535 — 535 TOTALFUNDSRECEIVABLEANDCUSTOMERACCOUNTS 18,958 — 18,958 Derivatives 304 — 304 (2), (4) Long-terminvestments : U.S. governmentandagencysecurities 562 — 562 Foreigngovernmentandagencysecurities 736 — 736 Corporatedebtsecurities 1,434 — 1,434 Asset-backedsecurities 813 — 813 Marketableequitysecurities 1,860 1,860 — TOTALLONG-TERMINVESTMENTS 5,405 1,860 3,545 TOTALFINANCIALASSETS $ 28,671 $ 1,860 $ 26,811 Liabilities: Derivatives $ 130 $ — $ 130 (1) Excludescashof$4.8billionnotmeasuredandrecordedatfairvalue. (2) Excludesrestrictedcashof$109millionandtimedepositsof$635millionnotmeasuredandrecordedatfairvalue. (3) Excludescash,timedeposits,andfundsreceivableof$17.2billionunderlyingfundsreceivableandcustomeraccountsnotmeasuredandrecordedatfairvalue. (4) Excludesnon-marketableequitysecuritiesof$1.3billionmeasuredusingtheMeasurementAlternativeorequitymethodaccounting. Ourmarketableequitysecuritiesare valued using quoted prices for identicalassets in active markets (Level 1). There are no active markets for our crypto asset safeguarding liability or the corresponding safeguarding asset. Accordingly, we have valuedtheassetandliabilityusingquotedpricesontheactiveexchangethathasbeenidentifiedastheprincipalmarketfor the underlying crypto assets (Level 2). All other financial assets and liabilities are valued using quoted prices for identical instruments in less active markets, readily available pricing sources for comparable instruments, or models using market observableinputs(Level2). •2022AnnualReport 91

PARTIV Note9—FairValueMeasurementofAssetsandLiabilities PayPalHoldings,Inc. NotestoConsolidatedFinancialStatements—(Continued) Amajorityof our derivativeinstrumentsare valued using pricing models that take into account the contractterms as well as multiple inputs where applicable, such as currency rates, interest rate yield curves, option volatility, and equity prices. Our derivative instruments are primarily short-term in nature, generally one month to one year in duration. Certain foreign currencycontractsdesignatedascashflowhedgesmayhaveadurationofupto18months. As of December 31, 2022 and 2021, we did not have any assets or liabilities requiring measurement at fair value on a recurring basis without observable market values that would require a high level of judgment to determine fair value (Level 3). Weelect to account for available-for-sale debt securities denominated in currencies other than the functional currency of our subsidiaries under the fair value option. Election of the fair value option allows us to recognize any gains and losses from fair value changes on such investments in other income (expense), net on the consolidated statements of income (loss) to significantly reduce the accounting asymmetry that would otherwise arise when recognizing the corresponding foreign exchange gains and losses relating to customer liabilities. The following table summarizes the estimated fair value of our available-for-saledebt securities under the fair value option as of December 31, 2022 and 2021: December31,2022 December31,2021 (In millions) Fundsreceivableandcustomeraccounts $ 481 $ 2,327 Short-terminvestments $— $ 13 Thefollowingtablesummarizesthegains(losses)fromfairvaluechangesrecognizedinotherincome(expense),net related to the available-for-saledebt securities under the fair value option for the years ended December 31, 2022 and 2021: YearEndedDecember31, 2022 2021 (In millions) Fundsreceivableandcustomeraccounts $ (149) $ (101) Short-terminvestments $ — $ (30) AssetsMeasuredandRecordedatFairValueonaNon-recurringBasis The following tables summarize our assets held as of December 31, 2022 and 2021 for which a non-recurring fair value measurementwasrecordedduringtheyearsendedDecember31,2022and2021,respectively: SignificantOther SignificantOther ObservableInputs UnobservableInputs December31,2022 (Level 2) (Level 3) (In millions) Non-marketableequitysecuritiesmeasuredusingthe (1) MeasurementAlternative $ 987 $ 589 $ 398 (2) Otherassets 165 165 — TOTAL $ 1,152 $ 754 $ 398 (1) Excludesnon-marketableequitysecuritiesof$700millionaccountedforundertheMeasurementAlternativeforwhichnoobservablepricechangesoccurredduringtheyearended December31,2022. (2) ConsistsofROUleaseassetsrecordedatfairvaluepursuanttoimpairmentchargesthatoccurredduringtheyearendedDecember31,2022.See“Note6—Leases”foradditional information. 92 •2022AnnualReport

PARTIV Note9—FairValueMeasurementofAssetsandLiabilities PayPalHoldings,Inc. NotestoConsolidatedFinancialStatements—(Continued) SignificantOther ObservableInputs December31,2021 (Level 2) (In millions) (1) Non-marketableequitysecuritiesmeasuredusingtheMeasurementAlternative $ 611 $ 611 (2) Otherassets 86 86 TOTAL $ 697 $ 697 (1) Excludesnon-marketableequitysecuritiesof$657millionaccountedforundertheMeasurementAlternativeforwhichnoobservablepricechangesoccurredduringtheyearended December31,2021. ANNU (2) ConsistsofROUleaseassetsrecordedatfairvaluepursuanttoimpairmentchargesthatoccurredduringtheyearendedDecember31,2021.See“Note6—Leases”foradditional information. AL We measure the non-marketable equity securities accounted for under the Measurement Alternative at cost minus REPOR impairment,if any, adjusted for observable price changes in orderly transactions for an identical or similar investment in the same issuer. Non-marketable equity securities that have been remeasured during the period based on observable price T changes are classified within Level 2 in the fair value hierarchy because we estimate the fair value based on valuation methods which only include significant inputs that are observable, such as the observable transaction price at the transaction date. The fair value of non-marketable equity securities that have been remeasured due to impairment are classified within Level 3 as we estimate fair value using significant unobservable inputs such as discount rates, forecasted cashflows,andmarketdataofcomparablecompanies,amongothers. We evaluate ROU assets related to leases for indicators of impairment whenever events or changes in circumstances indicate that the carrying amount of an ROU asset may not be recoverable. Impairment losses on ROU lease assets related to office operating leases are calculated initially using estimated rental income per square foot derived from observable marketdata,andtheimpairedassetisclassifiedwithinLevel2inthefairvaluehierarchy. FinancialAssetsandLiabilitiesnotMeasuredandRecordedatFairValue Ourfinancialinstruments,includingcash,restrictedcash,timedeposits,loansandinterestreceivable,net,certaincustomer accounts, and long-term debt related to borrowings on our credit facilities are carried at amortized cost, which approximates their fair value. Our notes receivable had a carrying value of approximately $441 million and fair value of approximately $396 million as of December 31, 2022. Our notes receivable had a carrying value of approximately $381 million and fair value of approximately $424 million as of December 31, 2021. Our long-term debt (including current portion) in the form of fixed rate notes had a carrying value of approximately $10.3 billion and fair value of approximately $9.5 billion as of December 31, 2022. Our fixed rate notes had a carrying value of approximately $9.0 billion and fair value of approximately$9.3billion as of December31, 2021. If these financial instrumentswere measuredat fair value in the financial statements, cash would be classified as Level 1; restricted cash, time deposits, certain customer accounts, and long-term debt (including current portion) would be classified as Level 2; and the remaining financial instruments would be classified asLevel3inthefairvaluehierarchy. Note10—DerivativeInstruments SummaryofDerivativeInstruments Our primary objective in holding derivatives is to reduce the volatility of earnings and cash flows associated with changes in foreign currency exchange rates. Our derivatives expose us to credit risk to the extent that our counterparties may be unable to meet the terms of the arrangement. We seek to mitigate such risk by limiting our counterparties to, and by spreading the risk across, major financial institutions and by entering into collateral security arrangements. In addition, the potential risk of loss with any one counterparty resulting from this type of credit risk is monitored on an ongoing basis. We donotuseanyderivativeinstrumentsfortradingorspeculativepurposes. CashFlowHedges We have significant international revenues and costs denominated in foreign currencies, which subjects us to foreign currencyexchangerisk.Wehaveaforeigncurrencyexposuremanagementprograminwhichwedesignatecertainforeign •2022AnnualReport 93

PARTIV Note10—DerivativeInstruments PayPalHoldings,Inc. NotestoConsolidatedFinancialStatements—(Continued) currency exchange contracts, generally with maturities of 18 months or less, to reduce the volatility of cash flows primarily related to forecasted revenues denominated in foreign currencies. The objective of these foreign currency exchange contracts is to help mitigate the risk that the U.S. dollar-equivalent cash flows are adversely affected by changes in the applicable U.S. dollar/foreign currency exchange rate. These derivative instruments are designated as cash flow hedges andaccordingly,thederivativesgainor loss is initially reported as a componentof AOCI and subsequentlyreclassifiedinto revenue in the same period the forecasted transaction affects earnings. We evaluate the effectiveness of our foreign currency exchange contracts on a quarterly basis by comparing the critical terms of the derivative instruments with the critical terms of the forecasted cash flows of the hedged item; if the critical terms are the same, we conclude the hedge will beperfectlyeffective. We do not exclude any componentof the changesin fair value of the derivative instruments from the assessment of hedge effectiveness. We report cash flows arising from derivative instruments consistent with the classification of cash flows from the underlying hedged items that these derivatives are hedging. Accordingly, the cash flows associated with derivatives designated as cash flow hedges are classified in cash flows from operating activities on ourconsolidatedstatementsofcashflows. AsofDecember31,2022,weestimatedthat$110millionofnetderivativegainsrelatedtoourcashflowhedgesincludedin AOCIareexpectedto be reclassified into earnings within the next 12 months. During the years ended December 31, 2022, 2021, and 2020, we did not discontinue any cash flow hedges because it was probable that the original forecasted transaction would not occur and as such, did not reclassify any gains or losses to earnings prior to the occurrence of the hedged transaction. If we elect to discontinue our cash flow hedges and it is probable that the original forecasted transaction will occur, we continue to report the derivatives gain or loss in AOCI until the forecasted transaction affects earnings, at which point we also reclassify it into earnings. Gains and losses on derivatives held after we discontinue our cash flow hedges and on derivative instruments that are not designated as cash flow hedges are recorded in the same financial statementline item to which the derivativerelates. NetInvestmentHedges We use forward foreign currency exchange contracts to reduce the foreign currency exchange risk related to our investment in certain foreign subsidiaries. These derivatives are designated as net investment hedges and accordingly, the gains and losses on the portion of the derivatives included in the assessment of hedge effectiveness is recorded in AOCI as part of foreign currency translation. We exclude forward points from the assessment of hedge effectiveness and recognize them in other income (expense), net on a straight-line basis over the life of the hedge. The accumulated gains and losses associated with these instruments will remain in AOCI until the foreign subsidiaries are sold or substantially liquidated, at which point they will be reclassified into earnings. The cash flows associated with derivatives designated as a netinvestmenthedgeareclassifiedincashflowsfrominvestingactivitiesonourconsolidatedstatementsofcashflows. Wehavenot reclassified any gains or losses related to net investment hedges from AOCI into earnings during any of the periodspresented. ForeignCurrencyExchangeContractsnotDesignatedasHedgingInstruments Wehaveaforeigncurrencyexposuremanagementprograminwhichweuseforeigncurrencyexchangecontractstooffset the foreign currency exchangerisk of our assets and liabilities denominatedin currenciesother than the functional currency of our subsidiaries. These contracts are not designated as hedging instruments and reduce, but do not entirely eliminate, the impact of foreign currency exchange rate movements on our assets and liabilities. The gains and losses due to remeasurement of certain foreign currency denominated monetary assets and liabilities are recorded in other income (expense), net, which are offset by the gains and losses on these foreign currency exchange contracts. The cash flows associated with our non-designated derivatives used to hedge foreign currency denominated monetary assets and liabilities are classified in cash flows from operating activities on our consolidated statements of cash flows. 94 •2022AnnualReport

PARTIV Note10—DerivativeInstruments PayPalHoldings,Inc. NotestoConsolidatedFinancialStatements—(Continued) FairValueofDerivativeContracts Thefair value of our outstandingderivativeinstrumentsas of December31, 2022and2021wasasfollows: BalanceSheetLocation AsofDecember31, 2022 2021 DerivativeAssets: (In millions) Foreigncurrencyexchangecontractsdesignatedashedginginstruments Othercurrentassets $ 167 $ 205 Foreigncurrencyexchangecontractsdesignatedashedginginstruments Otherassets(non-current) 15 21 ANNU Foreigncurrencyexchangecontractsnotdesignatedashedging AL instruments Othercurrentassets 62 78 REPOR TOTALDERIVATIVEASSETS $ 244 $ 304 DerivativeLiabilities: T Foreigncurrencyexchangecontractsdesignatedashedginginstruments Othercurrentliabilities $ 68 $ 27 Foreigncurrencyexchangecontractsdesignatedashedginginstruments Otherlong-termliabilities 133 — Foreigncurrencyexchangecontractsnotdesignatedashedging instruments Othercurrentliabilities 97 103 TOTALDERIVATIVELIABILITIES $ 298 $ 130 MasterNettingAgreements—RightsofSet-off Under master netting agreements with certain counterparties to our foreign currency exchange contracts, subject to applicable requirements, we are allowed to net settle transactions of the same type with a single net amount payable by oneparty to the other. However, we have elected to present the derivative assets and derivative liabilities on a gross basis onourconsolidatedbalancesheets.Rightsofset-offassociatedwithourforeigncurrencyexchangecontractsrepresented a potential offset to both assets and liabilities of $70 million as of December 31, 2022 and $102 million as of December 31, 2021. Wehaveenteredintocollateralsecurity arrangementsthat provide for collateral to be received or posted when the net fair value of certain financial instruments fluctuates from contractually established thresholds. The following table provides the collateral exchangedpostedandreceived: December31, December31, 2022 2021 (In millions) (1) Cashcollateralposted $24 $5 (2) Cashcollateralreceived $ 203 $ 209 (1) Right to reclaim cash collateral related to our derivative liabilities recognized in other current assets on our consolidated balance sheets. (2) Obligationtoreturncounterpartycashcollateralrelatedtoourderivativeassets recognizedinothercurrentliabilitiesonourconsolidatedbalancesheets. •2022AnnualReport 95

PARTIV Note10—DerivativeInstruments PayPalHoldings,Inc. NotestoConsolidatedFinancialStatements—(Continued) EffectofDerivativeContractsonConsolidatedFinancialStatements The following table provides the location in the consolidated statements of income (loss) and amount of recognized gains or losses related to our derivative instruments: YearEndedDecember31, 2022 2021 2020 (In millions) Other Other Other income income income Net (expense), Net (expense), Net (expense), revenues net revenues net revenues net Total amountspresentedintheconsolidated statementsofincome(loss)inwhichtheeffectsof derivatives are recorded $ 27,518 $ (471) $ 25,371 $ (163) $ 21,454 $ 1,776 Gains(losses)onderivativesincashflow hedgingrelationship: Amountofgains(losses)onforeignexchange contractsreclassifiedfrom AOCI 462 — (190) — 20 — Gainsonderivativesinnetinvestmenthedging relationship: Amountofgainsonforeignexchangecontracts excludedfromtheassessmentofeffectiveness — 84 — — — — Gains(losses)onderivativesnotdesignatedas hedginginstruments: Amountofgains(losses)onforeignexchange contracts — 118 — 144 — (110) Amountoflossesonequityderivativecontracts(1) — (174) — — — (64) TOTALGAINS(LOSSES) $ 462 $ 28 $ (190) $ 144 $ 20 $ (174) (1) DuringtheyearsendedDecember31,2022andDecember31,2020,equityderivativecontractswereenteredintoandmaturedwhichrelatedtothesaleofmarketableequity securities related to a strategic investment. The cash flows associated with the equity derivative contracts were classified in cash flows from investing activities on our consolidated statementsofcashflows. The following table provides the amount of pre-tax unrealized gains or losses included in the assessment of hedge effectiveness related to our derivative instruments designated as hedging instruments that are recognized in other comprehensiveincome(loss): YearEndedDecember31, 2022 2021 2020 (In millions) Unrealizedgains(losses)onforeignexchangecontractsdesignatedascashflowhedges $ 374 $ 332 $ (309) Unrealized(losses)gainsonforeignexchangecontractsdesignatedasnetinvestment hedges (25) — 55 TOTALUNREALIZEDGAINS(LOSSES)RECOGNIZEDFROMDERIVATIVECONTRACTS DESIGNATEDASHEDGINGINSTRUMENTSINTHECONSOLIDATEDSTATEMENTSOF COMPREHENSIVEINCOME(LOSS) $ 349 $ 332 $ (254) NotionalAmountsofDerivativeContracts Derivative transactions are measured in terms of the notional amount; however, this amount is not recorded on the balance sheet and is not, when viewed in isolation, a meaningful measure of the risk profile of the derivative instruments. The notional amountis generallynot exchanged,but is used only as the underlyingbasison whichthevalueof foreigncurrency 96 •2022AnnualReport

PARTIV Note10—DerivativeInstruments PayPalHoldings,Inc. NotestoConsolidatedFinancialStatements—(Continued) exchange payments under these contracts is determined. The following table provides the notional amounts of our outstandingderivatives: YearEndedDecember31, 2022 2021 (In millions) Foreignexchangecontractsdesignatedashedginginstruments $ 7,149 $ 5,349 Foreignexchangecontractsnotdesignatedashedginginstruments 11,840 20,414 ANNU TOTAL $ 18,989 $ 25,763 AL REPOR Note11—LoansandInterestReceivable T ConsumerReceivables Weoffer revolving and installment credit products as a funding option for consumers in certain checkout transactions on our payments platform. Our revolving credit product consists of PayPal Credit in the U.K. Once a consumer is approved for credit, it is made available to them as a funding source in their PayPal wallet. Additionally, we offer installment credit productsatthetimeofcheckoutinvariousmarkets,includingtheU.S.,severalmarketsacrossEurope,Australia,andJapan. The majority of the installment loans allow consumers to pay for purchases over periods of 12 months or less. Beginning in June 2022, we purchase receivables related to interest-bearing installment loans extended to U.S. consumers by a partner institution and are responsible for servicing functions related to that portfolio. During the year ended December 31, 2022, we purchased approximately $381 million in consumer receivables. As of December 31, 2022 and 2021, the outstanding balance of consumer receivables, which consisted of revolving and installment loans and interest receivable, was $5.9 billion and $3.8 billion, respectively, net of the participation interest sold to the partner institution of $17 million and nil, respectively. See “Note 1—Overview and Summary of Significant Accounting Policies” for additional information on this participationarrangement. Weclosely monitor the credit quality of our consumer receivables to evaluate and manage our related exposure to credit risk. Credit risk management begins with initial underwriting and continues through the full repayment of a loan. To assess a consumer who requests a loan, we use, among other indicators, internally developed risk models using detailed information from external sources, such as credit bureaus where available, and internal data, including the consumers prior repayment history with our credit products where available. We use delinquency status and trends to assist in making (or, for interest-bearing installment loans in the U.S., to assist the partner institution in making) new and ongoing credit decisions, to adjust our models, to plan our collection practices and strategies, and in determining our allowance for consumerloansandinterestreceivable. The following tables present the delinquency status of consumer loans and interest receivable by year of origination. The amounts are based on the number of days past the billing date for revolving loans or contractual repayment date for installment loans. The “current” category represents balances that are within 29 days of the billing date or contractual repaymentdate,asapplicable. December31,2022 (In millions, except percentages) RevolvingLoans InstallmentLoansAmortizedCostBasis Amortized CostBasis 2022 2021 2020 2019 2018 Total Percent Current $ 1,850 $ 3,726 $ 123 $ — $ — $ — $ 5,699 97.1% 30—59Days 23 26 2 — — — 51 0.9% 60—89Days 15 20 2 — — — 37 0.6% 90—179Days 34 47 4 — — — 85 1.4% (1) $ 1,922 $ 3,819 $ 131 $ — $ — $ — $ 5,872 100% TOTAL (1) Excludesreceivablesfromotherconsumercreditproductsof$11millionatDecember31,2022. •2022AnnualReport 97

PARTIV Note11—LoansandInterestReceivable PayPalHoldings,Inc. NotestoConsolidatedFinancialStatements—(Continued) December31,2021 (In millions, except percentages) RevolvingLoans InstallmentLoansAmortizedCostBasis Amortized CostBasis 2021 2020 2019 2018 2017 Total Percent Current $ 1,790 $ 1,939 $ 3 $ — $ — $ — $ 3,732 97.0% 30—59Days 18 16 — — — — 34 0.9% 60—89Days 12 13 — — — — 25 0.6% 90—179Days 27 28 1 — — — 56 1.5% (1) $ 1,847 $ 1,996 $ 4 $ — $ — $ — $ 3,847 100% TOTAL (1) Excludesreceivablesfromotherconsumercreditproductsof$44millionatDecember31,2021. Thefollowingtablesummarizestheactivityintheallowanceforconsumerloansandinterestreceivablefortheyearsended December31,2022and2021: December31,2022 December31,2021 Consumer Consumer Loans Interest Total Loans Interest Total (1) (1) Receivable Receivable Allowance Receivable Receivable Allowance (In millions) Beginningbalance $ 243 $ 43 $ 286 $ 299 $ 53 $ 352 Provisions 292 15 307 20 10 30 Charge-offs (216) (29) (245) (116) (20) (136) Recoveries 21 — 21 28 — 28 (2) (18) (4) (22) 12 — 12 Other ENDINGBALANCE $ 322 $ 25 $ 347 $ 243 $ 43 $ 286 (1) Excludesallowancesfromotherconsumercreditproductsof$3millionand$4millionatDecember31,2022and2021,respectively. (2) Includesamountsrelatedtoforeigncurrencyremeasurementand,fortheyearendedDecember31,2021,initialallowanceforpurchasedcreditdeteriorated(“PCD”)loansacquired duringtheperiod.AportionofthePaidyloanportfolioacquiredwasdeterminedtobepurchasecreditdeterioratedastheloanswere30daysormorepastdue.Assuch,we recordedcurrentexpectedcreditlossesonthePCDloans. The provision for the year ended December 31, 2022 was primarily attributable to growth in the consumer receivable portfolio. Qualitative adjustments were made to account for limitations in our current expected credit loss models due to uncertaintywith respectto macroeconomicconditionsandthefinancialhealthofourborrowers. The increase in charge-offs for the year ended December 31, 2022 compared to the same period in the prior year was due to the expansionof our short-terminstallmentproducts. The provision for current expected credit losses relating to our consumer receivable portfolio is recognized in transaction and credit losses on our consolidated statements of income (loss). The provision for interest receivable for interest earned onourconsumerreceivableportfoliois recognizedin revenuesfrom othervalueaddedservicesasareductiontorevenue. Loansreceivablecontinuetoaccrueinterestuntiltheyarechargedoff. We charge off consumer receivable balances in the month in which a customers balance becomes 180 days past the billing date or contractual repayment date, except for the U.S. consumer interest-bearinginstallment receivables,which are chargedoff120dayspastthecontractualrepaymentdate.Bankruptaccountsarechargedoffwithin60daysafterreceiptof notification of bankruptcy. Charge-offs are recorded as a reduction to our allowance for loans and interest receivable and subsequentrecoveries,if any,arerecordedasanincreasetotheallowanceforloansandinterestreceivable. MerchantReceivables Weofferaccesstomerchantfinanceproductsforcertainsmallandmedium-sizedbusinessesthroughourPPWCandPPBL products, which we collectively refer to as our merchant finance offerings. We purchase receivables related to credit extended to U.S. merchants by a partner institution and are responsible for servicing functions related to that portfolio. 98 •2022AnnualReport

PARTIV Note11—LoansandInterestReceivable PayPalHoldings,Inc. NotestoConsolidatedFinancialStatements—(Continued) During the years ended December31, 2022 and 2021, we purchasedapproximately$3.2 billion and $1.8 billion in merchant receivables, respectively. As of December 31, 2022 and 2021, the total outstanding balance in our pool of merchant loans, advances,andinterestandfeesreceivablewas$2.1billionand$1.4billion,respectively,netoftheparticipationinterestsold to the partner institution of $97 million and $63 million, respectively. See “Note 1—Overview and Summary of Significant AccountingPolicies”foradditionalinformationonthisparticipationarrangement. Through our PPWC product, merchants can borrow a certain percentage of their annual payment volume processed by PayPal and are charged a fixed fee for the loan or advance based on the overall credit assessment of the merchant. Loans and advances are repaid through a fixed percentage of the merchants future payment volume that PayPal processes. Through our PPBL product, we provide merchants access to short-term business financing for a fixed fee based on an ANNU evaluation of the applying business as well as the business owner. PPBL repayments are collected through periodic paymentsuntilthebalancehasbeensatisfied. AL The interest or fee is fixed at the time the loan or advance is extended and is recognized as deferred revenue in accrued REPOR expenses and other current liabilities on our consolidated balance sheets. The fixed interest or fee is amortized into revenues from other value added services based on the amount repaid over the repayment period. We estimate the T repaymentperiodforPPWCbasedonthemerchantspaymentprocessinghistorywithPayPal.ForPPWC,thereisageneral requirementthat at least 10% of the original amount of the loan or advance plus the fixed fee must be repaid every 90 days. Wecalculate the repayment rate of the merchants future payment volume so that repayment of the loan or advance and fixed fee is expected to generally occur within 9 to 12 months from the date of the loan or advance. On a monthly basis, we recalculate the repayment period based on the repayment activity on the receivable. As such, actual repayment periods are dependent on actual merchant payment processing volumes. For PPBL, we receive fixed periodic payments over the contractualtermoftheloan,whichgenerallyrangesfrom3to12months. We actively monitor receivables with repayment periods greater than the original expected or contractual repayment period, as well as the credit quality of our merchant loans and advances that we extend or purchase so that we can evaluate, quantify, and manage our credit risk exposure. To assess a merchant seeking a loan or advance, we use, among other indicators, risk models developedinternally which utilize information obtained from multiple internal and external data sources to predict the likelihood of timely and satisfactory repayment by the merchant of the loan or advance amount and the related interest or fee. Primary drivers of the models include the merchants annual payment volume, payment processing history with PayPal, prior repayment history with PayPals credit products where available, information sourced from consumerandbusinesscreditbureaureports,and other information obtained during the application process. We use delinquency status and trends to assist in making (or, in the U.S., to assist the partner institution in making) ongoing credit decisions, to adjust our internal models, to plan our collection strategies, and in determining our allowance for these loans, advances,andinterestandfeesreceivable. Merchantreceivablesdelinquencyandallowance The following tables present the delinquency status of merchant loans, advances, and interest and fees receivable by year of origination. The amounts are based on the number of days past the expectedor contractualrepaymentdate for amounts outstanding. The “current” category represents balances that are within 29 days of the expected repayment date or contractualrepaymentdate,asapplicable. December31,2022 (In millions, except percentages) 2022 2021 2020 2019 2018 Total Percent Current $ 1,826 $ 20 $ 57 $ 42 $ 2 $ 1,947 90.7% 30—59Days 63 7 3 4 — 77 3.6% 60—89Days 34 4 4 2 — 44 2.0% 90—179Days 55 9 3 3 — 70 3.3% 180+Days 1 2 2 3 — 8 0.4% (1) $ 1,979 $ 42 $ 69 $ 54 $ 2 $ 2,146 100% TOTAL •2022AnnualReport 99

PARTIV Note11—LoansandInterestReceivable PayPalHoldings,Inc. NotestoConsolidatedFinancialStatements—(Continued) December31,2021 (In millions, except percentages) 2021 2020 2019 2018 2017 Total Percent Current $ 1,100 $ 129 $ 95 $ 3 $ — $ 1,327 91.8% 30—59Days 24 12 12 1 — 49 3.4% 60—89Days 10 8 7 — — 25 1.7% 90—179Days 10 11 11 1 — 33 2.3% 180+Days — 4 7 1 — 12 0.8% (1) $ 1,144 $ 164 $ 132 $ 6 $ — $ 1,446 100% TOTAL (1) Balances include the impact of modificationprogramsofferedbytheCompanyasapartofournovelcoronavirus(“COVID-19”) pandemicpaymentreliefinitiatives(asdiscussedfurtherbelow). The following table summarizes the activity in the allowance for merchant loans, advances, and interest and fees receivable,for the years endedDecember31,2022and2021: December31,2022 December31,2021 Merchant Merchant Loans Interest Loans Interest and andFees Total and andFees Total Advances Receivable Allowance Advances Receivable Allowance (In millions) Beginningbalance $ 192 $ 9 $ 201 $ 440 $ 43 $ 483 Provisions 109 18 127 (116) (22) (138) Charge-offs (105) (9) (114) (173) (12) (185) Recoveries 34 — 34 41 — 41 ENDINGBALANCE $ 230 $ 18 $ 248 $ 192 $ 9 $ 201 Theprovision for the year ended December 31, 2022 was primarily attributable to originations in the merchant portfolio and a slight deterioration in credit quality of loans outstanding. Qualitative adjustments were made to account for uncertainty around the effectiveness of loan modification programs made available to merchants in previous years, as described further below. The decrease in the charge-offs for the year ended December 31, 2022 compared to the prior year was due to the charge-offof accountsin 2021thatexperiencedfinancialdifficultiesas a result of the COVID-19 pandemic. For merchant loans and advances, the determination of delinquency is based on the current expected or contractual repayment period of the loan or advance and fixed interest or fee payment as compared to the original expected or contractual repayment period. We charge off the receivables outstanding under our PPBL product when the repayments are 180 days past the contractual repayment date. We charge off the receivables outstanding under our PPWC product whenthe repayments are 180 days past our expectation of repayments and the merchant has not made a payment in the last 60 days, or when the repayments are 360 days past due regardless of whether the merchant has made a payment in the last 60 days. Bankrupt accounts are charged off within 60 days of receiving notification of bankruptcy. The provision for credit losses on merchant loans and advances is recognized in transaction and credit losses on our consolidated statements of income (loss), and the provision for interest and fees receivable is recognized as a reduction of deferred revenuein accruedexpensesandothercurrentliabilities on our consolidatedbalance sheets. Charge-offs are recordedas a reduction to our allowance for loans and interest receivable and subsequent recoveries, if any, are recorded as an increasetotheallowanceforloansandinterestreceivable. 100 •2022AnnualReport

PARTIV Note11—LoansandInterestReceivable PayPalHoldings,Inc. NotestoConsolidatedFinancialStatements—(Continued) Troubleddebtrestructurings In certain instances where a merchant is able to demonstrate that it is experiencing financial difficulty, there may be a modification of the loan or advance and the related interest or fee receivable for which it is probable that, without modification, we would be unable to collect all amounts due. These modifications are intended to provide merchants with financial relief, and help enable us to mitigate losses. These modifications include an increase in term by approximately 1 to 5.5 years while moving the delinquency status to current. The fee on certain of these loans or advances remains unchanged over the extended term. Alternatively, certain loans and advances have been modified to replace the initial fixed fee structure at the time the loan or advance was ANNU extended with a fixed annual percentage rate applied over the amended remaining term, which will continue to accrue interest at the fixed rate until the earlier of maturity or charge-off. These modifications had a de minimis impact on our AL consolidatedstatementsofincome(loss)intheyearsendedDecember31,2022and2021. REPOR Allowances for TDRs are assessed separately from other loans and advances within our portfolio and are determined by estimatingcurrentexpectedcreditlossesutilizingthemodifiedtermandinterestrateassumptions.Historicallossestimates T are utilized in addition to macroeconomic assumptions to determine expected credit loss rates. Further, we may include qualitative adjustments that incorporate incremental information not captured in the quantitative estimates of our current expectedcreditlosses. During the year ended December 31, 2022, merchant loans, advances, and interest and fees receivables which have been modified as TDRs were de minimis. The following table shows merchant loans, advances and interest and fees receivables whichweremodifiedasTDRsintheyearendedDecember31,2021: YearEndedDecember31,2021 WeightedAverage (1) NumberofAccounts OutstandingBalances PaymentTermExtensions (in thousands) (in millions) (in months) LoansandInterestReceivable 3 $ 45 36 (1) Balancesareasofmodificationdate. A merchant is considered in payment default after a modification when the merchants payment becomes 60 days past their expected or contractual repayment date. For loans or advances that have defaulted after being modified, the increased estimate of current expected credit loss is factored into overall expected credit losses. In the years ended December 31, 2022 and 2021, the amount of merchant loans, advances, and interest and fees receivables classified as TDRsthathavesubsequentlydefaultedonpaymentswasdeminimis. Note12—Debt FixedRateNotes In May 2022, we issued fixed rate notes with varying maturity dates for an aggregate principal amount of $3.0 billion. Interest on these notes is payable on June 1 and December1 of each year, beginningon December1, 2022. In May 2020, we issued fixed rate notes with varying maturity dates for an aggregate principal amount of $4.0 billion. Interest on these notes is payable on June 1 and December1 of each year, beginningon December1, 2020. In September2019, we issued fixed rate notes with varying maturity dates for an aggregate principal amount of $5.0 billion. Interest on these notes is payable in arrears semiannually (payable on April 1 and October 1). ThenotesissuedfromtheMay2022,May2020,andSeptember2019debtissuancesareseniorunsecuredobligationsand are collectively referred to as the “Notes.” We may redeem the Notes in whole, at any time, or in part, from time to time, prior to maturity, at their redemption prices. Upon the occurrence of both a change of control of the Company and a downgradeoftheNotesbelowaninvestmentgraderating,wewillberequiredtoofferto repurchaseeachseriesof Notes at a price equal to 101% of the then outstanding principal amounts, plus accrued and unpaid interest. The Notes are subject to covenants, including limitations on our ability to create liens on our assets, enter into sale and leaseback transactions, and merge or consolidate with another entity, in each case subject to certain exceptions, limitations, and qualifications. Proceeds from the issuance of these Notes may be used for general corporate purposes, which may include funding the repaymentorredemptionofoutstandingdebt,sharerepurchases,ongoingoperations,capitalexpenditures,acquisitionsof businesses,assets,or strategicinvestments. •2022AnnualReport 101

PARTIV Note12—Debt PayPalHoldings,Inc. NotestoConsolidatedFinancialStatements—(Continued) In May 2022, we repurchased certain Notes under the September 2019 and May 2020 debt issuances prior to maturity through tender offers. In addition, in June 2022, we redeemed the outstanding balance of the notes maturing in September 2022 through a make-whole redemption. We repurchased and redeemed $1.6 billion of outstanding Notes, as described above, which resulted in de minimis debt extinguishment net gains that were recorded as interest expense within other income(expense),netonourconsolidatedstatementsofincome(loss). As of December 31, 2022 and 2021, we had an outstanding aggregate principal amount of $10.4 billion and $9.0 billion, respectively,relatedto the Notes. The following table summarizesthe Notes: AsofDecember31, Effective Maturities Interest Rate 2022 2021 (in millions) September2019debtissuanceof$5.0billion: Fixed-rate2.200%notes 9/26/2022 2.39% $ — $ 1,000 Fixed-rate2.400%notes 10/1/2024 2.52% 1,250 1,250 Fixed-rate2.650%notes 10/1/2026 2.78% 1,250 1,250 Fixed-rate2.850%notes 10/1/2029 2.96% 1,500 1,500 May2020debtissuanceof$4.0billion: Fixed-rate1.350%notes 6/1/2023 1.55% 418 1,000 Fixed-rate1.650%notes 6/1/2025 1.78% 1,000 1,000 Fixed-rate2.300%notes 6/1/2030 2.39% 1,000 1,000 Fixed-rate3.250%notes 6/1/2050 3.33% 1,000 1,000 May2022debtissuanceof$3.0billion: Fixed-rate3.900%notes 6/1/2027 4.06% 500 — Fixed-rate4.400%notes 6/1/2032 4.53% 1,000 — Fixed-rate 5.050% notes 6/1/2052 5.14% 1,000 — Fixed-rate 5.250% notes 6/1/2062 5.34% 500 — TOTALTERMDEBT $ 10,418 $ 9,000 Unamortizedpremium(discount)andissuancecosts,net (74) (50) (1) (418) (999) Less: current portion of term debt TOTALCARRYINGAMOUNTOFTERMDEBT $ 9,926 $ 7,951 (1) Thecurrentportionoftermdebtisincludedwithinaccruedexpensesandothercurrentliabilitiesonourconsolidatedbalancesheets. The effective interest rates for the Notes include interest on the Notes, amortization of debt issuance costs, and amortization of the debt discount. The interest expense recorded for the Notes, including amortization of the debt discount, debt issuance costs, and debt extinguishment net gains, was $290 million, $224 million, and $190 million for the years endedDecember31,2022,2021,and2020,respectively. CreditFacilities Five-yearRevolvingCreditFacility In September 2019, we entered into a credit agreement (the “Credit Agreement”) that provides for an unsecured $5.0 billion, five-year revolving credit facility that includes a $150 million letter of credit sub-facility and a $500 million swingline sub-facility, with available borrowings under the revolving credit facility reduced by the amount of any letters of credit and swingline borrowings outstanding from time to time. Loans borrowed under the Credit Agreement are available in U.S. dollar, Euro, British pound, Canadian dollar, and Australian dollar, and in each case subject to the sub-limits and other limitations provided in the Credit Agreement. We may also, subject to the agreement of the applicable lenders and satisfaction of specified conditions, increase the commitments under the revolving credit facility by up to $2.0 billion. 102 •2022AnnualReport

PARTIV Note12—Debt PayPalHoldings,Inc. NotestoConsolidatedFinancialStatements—(Continued) Subject to specific conditions, we may designate one or more of our subsidiaries as additional borrowers under the Credit Agreement, provided PayPal Holdings, Inc. guarantees the portion of borrowings made available and other obligations of any such subsidiaries under the Credit Agreement. As of December 31, 2022, certain subsidiaries were designated as additional borrowers. Funds borrowed under the Credit Agreement may be used for working capital, capital expenditures, acquisitions,and other purposesnot in contraventionwith the CreditAgreement. Weareobligated to pay interest on loans under the Credit Agreement and other customary fees for a credit facility of this size and type, including an upfront fee and an unused commitment fee based on our debt rating. Loans under the Credit Agreement bear interest at either (i) the applicable eurocurrency rate plus a margin (based on our public debt ratings) ranging from 0.875% to 1.375%, (ii) the applicable overnight rate plus a margin (based on our public debt ratings) ranging ANNU from 0.875% to 1.375%, (iii) a formula based on the prime rate, the federal funds effective rate, or London Interbank Offered Rate plus a margin (based on our public debt ratings) ranging from zero to 0.375%, or (iv) a formula based on the Euro AL Short-Term Rate (“ESTR”) or the Sterling Overnight Index Average (“SONIA”) rate plus a margin (based on our public debt REPOR ratings) ranging from 0.875% to 1.375%. In January 2022, an amendment to the agreement was signed which provides for the additional borrowing rate option of utilizing SONIA or ESTR rates. The Credit Agreement will terminate and all amounts T owedthereunder will be due and payable in September 2024, unless the commitments are terminated earlier. The Credit Agreement contains customary representations, warranties, affirmative and negative covenants, including a financial covenant, events of default, and indemnification provisions in favor of the lenders. The negative covenants include restrictions regarding the incurrence of liens and the incurrence of subsidiary indebtedness, in each case subject to certain exceptions. The financial covenant requires us to meet a quarterly financial test with respect to a maximum consolidated leverageratio. In March 2020, we drew down $3.0 billion under the Credit Agreement. In May 2020, we repaid the $3.0 billion using proceedsfrom the May 2020 debt issuance. As of December 31, 2022, no borrowings or letters of credit were outstanding under the Credit Agreement. Accordingly, at December 31, 2022, $5.0 billion of borrowing capacity was available for the purposespermittedbytheCreditAgreement,subjecttocustomaryconditionstoborrowing.Thetotalinterestexpenseand feeswerecordedrelatedtotheCreditAgreementwasapproximately$16millionfortheyearendedDecember31,2020. PaidyCreditAgreement In February 2022, we entered into a credit agreement (the “Paidy Credit Agreement”) with Paidy as co-borrower, which provides for an unsecured revolving credit facility of ¥60.0 billion. In September 2022, the Paidy Credit Agreement was modified to increase the borrowing capacity by ¥30.0 billion for a total borrowing capacity of ¥90.0 billion (approximately $686 million as of December 31, 2022.) Borrowings under the Paidy Credit Agreement are for use by Paidy for working capital, capital expenditures, and other permitted purposes. Loans under the Paidy Credit Agreement bear interest at the Tokyo Interbank Offered Rate plus a margin (based on our public debt rating) ranging from 0.40% to 0.60%. The Paidy Credit Agreement will terminate and all amounts owed thereunder will be due and payable in February 2027, unless the commitments are terminated earlier. The Paidy Credit Agreement contains customary representations, warranties, affirmative and negative covenants,including a financial covenant, events of default, and indemnificationprovisionsin favor of the lenders. The negative covenants include restrictions regarding the incurrence of liens and subsidiary indebtedness, in each case subject to certain exceptions. The financial covenant requires us to meet a quarterly financial test with respect to a maximumconsolidatedleverageratio. In the year ended December 31, 2022, ¥64.3 billion (approximately $491 million) was drawn down under the Paidy Credit Agreement,whichwasrecordedinlong-termdebtonourconsolidatedbalancesheet.Accordingly,atDecember31,2022, ¥25.7 billion (approximately $195 million) of borrowing capacity was available for the purposes permitted by the Paidy Credit Agreement, subject to customary conditions to borrowing. During the year ended December 31, 2022, the total interest expenseandfeeswerecordedrelatedtothePaidyCreditAgreementweredeminimis. Prior Credit Agreement In October 2021, we assumed a credit agreement through our acquisition of Paidy (the “Prior Credit Agreement”), which provided for a secured revolving credit facility of ¥22.8 billion (approximately $198 million at acquisition). As of December31, 2021, ¥11.3 billion (approximately $98 million) was outstanding under the Prior Credit Agreement, which was recorded in long-term debt on our consolidated balance sheet. In the first quarter of 2022, we terminated the Prior Credit Agreement and repaid all outstanding borrowings. The total interest expense and fees we recorded related to the Prior Credit AgreementweredeminimisfortheyearendedDecember31,2022. •2022AnnualReport 103

PARTIV Note12—Debt PayPalHoldings,Inc. NotestoConsolidatedFinancialStatements—(Continued) OtherAvailableFacilities Wealsomaintain uncommitted credit facilities in various regions throughout the world, which had a borrowing capacity of approximately $80 million and $90 million in the aggregate, as of December 31, 2022 and 2021, respectively. This available credit includes facilities where we can withdraw and utilize the funds at our discretion for general corporate purposes. Interest rate terms for these facilities vary by region and reflect prevailing market rates for companies with strong credit ratings. As of December 31, 2022, the majority of the borrowing capacity under these credit facilities was available, subject to customaryconditionstoborrowing. FuturePrincipalPayments AsofDecember31,2022,thefutureprincipalpaymentsassociatedwithourtermdebtwereasfollows(inmillions): 2023 $ 418 2024 1,250 2025 1,000 2026 1,250 2027 500 Thereafter 6,000 TOTAL $ 10,418 Note13—CommitmentsandContingencies Commitments As of December 31, 2022 and 2021, approximately $4.9 billion and $4.1 billion, respectively, of unused credit was available to PayPal Credit account holders in the U.K. While this amount represents the total unused credit available, we have not experienced,and do not anticipate, that all our PayPal Credit account holders will access their entire available credit at any given point in time. In addition, the individual lines of credit that make up this unused credit are subject to periodic review andterminationbasedon,amongotherthings,accountusageandcustomercreditworthiness. LitigationandRegulatoryMatters Overview Weareinvolved in legal and regulatory proceedings on an ongoing basis. Many of these proceedings are in early stages and may seek an indeterminate amount of damages or penalties or may require us to change or adopt certain business practices. If we believe that a loss arising from such matters is probable and can be reasonably estimated, we accrue the estimatedliability in our financial statements at that time. If only a range of estimated losses can be determined, we accrue anamountwithintherangethat,inourjudgment,reflectsthemostlikelyoutcome;ifnoneoftheestimateswithinthatrange is a better estimate than any other amount, we accrue the low end of the range. For those proceedings in which an unfavorable outcome is reasonably possible but not probable, we have disclosed an estimate of the reasonably possible loss or range of losses or we have concluded that an estimate of the reasonably possible loss or range of losses arising directly from the proceeding (i.e., monetary damages or amounts paid in judgment or settlement) are not material. If we cannot estimate the probable or reasonably possible loss or range of losses arising from a legal proceeding, we have disclosed that fact. In assessing the materiality of a legal proceeding, we evaluate, among other factors, the amount of monetary damagesclaimed,as well as the potential impact of non-monetary remedies sought by plaintiffs (e.g., injunctive relief) that may require us to change our business practices in a manner that could have a material adverse impact on our business. With respect to the matters disclosed in this Note 13, we are unable to estimate the possible loss or range of lossesthatcouldpotentiallyresultfromtheapplicationof suchnon-monetaryremedies. Amounts accrued for legal and regulatory proceedings for which we believe a loss is probable and reasonably estimable werenot material for the year ended December 31, 2022. Except as otherwise noted for the proceedings described in this Note13, we have concluded,basedon currentlyavailable information, that reasonably possible losses arising directly from 104 •2022AnnualReport

PARTIV Note13—CommitmentsandContingencies PayPalHoldings,Inc. NotestoConsolidatedFinancialStatements—(Continued) the proceedings (i.e., monetary damages or amounts paid in judgment or settlement) in excess of our recorded accruals are also not material. Determining legal reserves or possible losses from such matters involves judgment and may not reflect the full range of uncertainties and unpredictable outcomes. We may be exposed to losses in excess of the amount recorded, and such amounts could be material. If any of our estimates and assumptions change or prove to have been incorrect, it could have a material adverse effect on our business, financial position, results of operations, or cash flows. RegulatoryProceedings We routinely report to the U.S. Department of the Treasurys Office of Foreign Assets Control (“OFAC”) on payments we have rejected or blocked pursuant to legal requirements under OFAC sanctions regulations. Between January 2013 and ANNU January 2022, we voluntarily disclosed to OFAC transactions that were inadvertently processed and identified as possible violations of OFAC sanctions regulations and responded to subpoenas and information requests related to certain of these AL transactions. In January 2023, OFAC notified us that it had completed its review of these matters and closed them with the REPOR issuanceofacautionaryletterwithnomonetarypenaltiesorsanctions. PayPal Australia Pty Limited (“PPAU”) self-reported a potential violation to the Australian Transaction Reports and Analysis T Centre(“AUSTRAC”)onMay22,2019.Thisself-reportedmatterrelatestoPPAUincorrectlyfilingrequiredinternationalfunds transfer instructions (“IFTIs”) over a period of time under the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (“AML/CTF Act”). On September 23, 2019, PPAU received a notice from AUSTRAC requiring that PPAU appoint an external auditor (a partner of a firm which is not our independent auditor) to review certain aspects of PPAUs compliance with its obligations under the AML/CTF Act. The external auditor was appointedon November1, 2019. As requiredunder the terms of AUSTRACs notice, as amended, PPAU issued to AUSTRAC the external auditors interim reports on December 31, 2019, March13, 2020, May6,2020,andJuly7,2020andafinalreportonAugust31,2020. AUSTRAChasnotifiedPPAUthatits enforcementteam is investigatingthe matters reported upon by the external auditor in its August 31, 2020 final report. AUSTRAC continues to engage with PPAU regarding the transaction categories it considers reportable under the AML/CTF Act as IFTIs. PPAU is continuing to cooperate with AUSTRAC in all respects, including remediationactivities,ongoing regular engagementwithAUSTRAC,andrespondingtonoticesandrequestsforinformation anddocuments. Wecannotestimatethepotentialimpact,if any, on our businessor financialstatementsat this time. In the event an adverse outcome arises from any associated enforcement proceeding, or other further matter initiated by AUSTRAC, including in relation to AUSTRACs determination of reportable IFTIs, then this could result in enforceable undertakings, injunctions, damageawards,finesorpenalties,orrequireustochangeourbusinesspracticesinamannerthatcouldresultinamaterial loss, require significant management time, result in the diversion of significant operational resources, or otherwise harm our business. WehavereceivedCivil Investigative Demands (“CIDs”) from the Consumer Financial Protection Bureau (“CFPB”) related to Venmos unauthorized funds transfers and collections processes, and related matters, including treatment of consumers whorequestpaymentsbutaccidentallydesignateanunintendedrecipient.TheCIDsrequesttheproductionof documents andanswerstowrittenquestions.WearecooperatingwiththeCFPBinconnectionwiththeseCIDs. Wepreviously received a CID from the CFPB related to the marketing and use of PayPal Credit in connection with certain merchants that provide educational services (the “CFPB PayPal Credit Matter”). The CID requested the production of documents, written reports, and answers to written questions. We have been informed by the CFPB that this matter has beenformallyclosedwithoutaction. WearerespondingtosubpoenasandrequestsforinformationreceivedfromtheU.S.SecuritiesandExchangeCommission (“SEC”) Enforcement Division relating to whether the interchange rates paid to the bank that issues debit cards bearing our licensed brands were consistent with Regulation II of the Board of Governors of the Federal Reserve System, and to the reporting of marketing fees earned from the PayPal-branded card programs (the “SEC Debit Card Program Matter”). We are cooperatingwiththeSECEnforcementDivisioninconnectionwiththisinvestigation. In February 2022, we received a CID from the Federal Trade Commission (“FTC”) related to PayPals practices relating to commercialcustomersthatsubmitchargesonbehalfofothermerchantsorsellers,andrelatedactivities.TheCIDrequests the production of documents and answers to written questions. We are cooperating with the FTC in connection with this CID. In January 2023, we receivednotice of an administrativeproceedingand a related request for information from the German Federal Cartel Office (“FCO”) related to terms in PayPal (Europe) S.à.r.l. et Cie, S.C.A.s contractual terms with merchants in •2022AnnualReport 105

PARTIV Note13—CommitmentsandContingencies PayPalHoldings,Inc. NotestoConsolidatedFinancialStatements—(Continued) Germany prohibiting surcharging and requiring parity presentation of PayPal relative to other payment methods. We are cooperatingwiththeFCOinconnectionwiththisproceeding. LegalProceedings OnAugust20,2021,aputativesecuritiesclassactioncaptionedKangv.PayPalHoldings,Inc.,etal.,CaseNo.21-cv-06468, was filed in the U.S. District Court for the Northern District of California (the “Kang Securities Action”). The Kang Securities Action asserts claims relating to our disclosure of the CFPB PayPal Credit Matter and the SEC Debit Card Program Matter in our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021. The Kang Securities Action purports to be brought on behalf of purchasers of the Companys stock between February 9, 2017 and July 28, 2021 (the “Class Period”), andassertsclaimsforviolationsof Sections10(b) and 20(a) of the SecuritiesExchangeAct of 1934 againstthe Company,its Chief Executive Officer, and former Chief Financial Officer. The complaint alleges that certain public statements made by the Company during the Class Period were rendered materially false and misleading (which, allegedly, caused the Companys stock to trade at artificially inflated prices) by the defendants failure to disclose that, among other things, PayPals business practices with respect to PayPal Credit and regarding interchangerates paid to its bank partner related to its bank-issued co-branded debit cards were non-compliant with applicable laws and/or regulations. The Kang Securities Action seeks unspecified compensatory damages on behalf of the putative class members. On November 2, 2021, the court appointed a Lead Plaintiff, and on January 25, 2022, the Lead Plaintiff filed an amended complaint. The amended complaint alleges a class period between April 27, 2016 and July 28, 2021 (the “Amended Class Period”), and in addition to the Company, its Chief Executive Officer, and former Chief Financial Officer, also names other Company executives as defendants. The amended complaint alleges that various statements made by the defendants during the Amended Class Period were rendered materially false and misleading, in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, by PayPals alleged violations of the 2015 consent order with the CFPB, federal consumer financial laws, and Regulation II. On August 8, 2022, the court granted Defendants motion to dismiss the amended complaint in its entirety, and granted Lead Plaintiffs request for leave to file a further amended complaint. On September 16, 2022, Lead Plaintiff filed a Second Amended Complaint (the “SAC”), which asserts the same claims against the same Defendants based on the same alleged conduct as the prior complaint. Defendants moved to dismiss the SAC on November 3, 2022, andbriefingis ongoing. OnDecember16,2021andJanuary19, 2022, two related putative shareholder derivative actions captioned Pang v. Daniel Schulman,etal., Case No. 21-cv-09720, and Lalor v. Daniel Schulman, et al., Case No. 22-cv-00370, respectively,were filed in the U.S. District Court for the Northern District of California (the “California Derivative Actions”), purportedly on behalf of the Company. On August 2, 2022, a related putative shareholder derivative action captioned Jefferson v. Daniel Schulman, et al., No. 2022-0684, was filed in the Court of Chancery for the State of Delaware (the “Delaware Derivative Action,” and collectively with the California Derivative Actions, the “Derivative Actions”), purportedly on behalf of the Company. The Derivative Actions are based on the same alleged facts and circumstancesas the Kang SecuritiesAction, and name certain of our officers, including our Chief Executive Officer and former Chief Financial Officer, and members of our Board of Directors, as defendants. The Derivative Actions allege claims for breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement,waste of corporate assets, and violations of the Securities Exchange Act of 1934, and seek to recover damages on behalf of the Company. On February 1, 2022, the court entered an order consolidating the two California Derivative Actions and staying them until all motions to dismiss in the Kang Securities Action are resolved. OnOctober 4, 2022, a putative securities class action captioned Defined Benefit Plan of the Mid-Jersey Trucking Industry andTeamstersLocal701PensionandAnnuityFundv.PayPalHoldings,Inc.,etal.,CaseNo.22-cv-5864,wasfiledintheU.S. District Court for the District of New Jersey. On January 11, 2023, the Court appointed Caisse de dépôt et placement du Québec as lead plaintiff and renamed the action In re PayPal Holdings, Inc. Securities Litigation (“PPH Securities Action”). ThePPHSecuritiesAction assertsclaims relating to our public statements with respect to net new active accounts (“NNA”) results and guidance, and the detection of illegitimately created accounts. The PPH Securities Action purports to be brought on behalf of purchasers of the Companys stock between February 3, 2021 and February 1, 2022 (the “Class Period”), and asserts claims for violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 against the Company, its Chief Executive Officer, and former Chief Financial Officer. The complaint alleges that certain public statements made by the Company during the Class Period were rendered materially false and misleading (which, allegedly, caused the Companys stock to trade at artificially inflated prices) by the defendants failure to disclose that, amongother things, the Companys incentive campaigns were susceptible to fraud and led to the creation of illegitimate accounts,whichallegedlyaffectedtheCompanysNNAresultsandguidance.ThePPHSecuritiesActionseeksunspecified compensatorydamagesonbehalfoftheputativeclassmembers. 106 •2022AnnualReport

PARTIV Note13—CommitmentsandContingencies PayPalHoldings,Inc. NotestoConsolidatedFinancialStatements—(Continued) On November 2, 2022, a putative shareholder derivative action captioned Shah v. Daniel Schulman, et al., Case No. 22-cv-1445, was filed in the U.S. District Court for the District of Delaware (the “Shah Action”), purportedly on behalf of the Company.TheShahActionisbasedonthesameallegedfactsandcircumstancesasthePPHSecuritiesAction,andnames certain of our officers, including our Chief Executive Officer and former Chief Financial Officer, and members of our Board of Directors, as defendants. The Shah Action alleges claims for breach of fiduciary duty, aiding and abetting breach of fiduciary duty, unjust enrichment, waste of corporate assets, and violations of the Securities Exchange Act of 1934, and seekstorecoverdamagesonbehalfoftheCompany. GeneralMatters ANNU Other third parties have from time to time claimed, and others may claim in the future, that we have infringed their intellectual property rights. We are subject to patent disputes and expect that we will increasingly be subject to additional AL patent infringement claims involving various aspects of our business as our products and services continue to expand in REPOR scope and complexity. Such claims may be brought directly or indirectly against our companies and/or against our customers (who may be entitled to contractual indemnification under their contracts with us), and we are subject to T increased exposure to such claims as a result of our acquisitions, particularly in cases where we are introducing new products or services in connection with such acquisitions. We have in the past been forced to litigate such claims, and we believe that additional lawsuits alleging such claims will be filed against us. Intellectual property claims, whether meritorious or not, are time-consuming and costly to defend and resolve, could require expensive changes in our methods of doing business, or could require us to enter into costly royalty or licensing agreements on unfavorable terms or make substantial paymentsto settle claims or to satisfy damagesawardedby courts. From time to time, we are involved in other disputes or regulatory inquiries that arise in the ordinary course of business, including suits by our customers (individually or as class actions) or regulators alleging, among other things, improper disclosure of our prices, rules, or policies, that our practices, prices, rules, policies, or customer/user agreements violate applicable law, or that we have acted unfairly or not acted in conformity with such prices, rules, policies, or agreements. In addition to these types of disputes and regulatory inquiries, our operations are also subject to regulatory and legal review andchallengesthatmayreflecttheincreasingglobalregulatoryfocusto whichthepaymentsindustryis subjectand,when taken as a whole with other regulatory and legislative action, such actions could result in the imposition of costly new compliance burdens on our business and customers and may lead to increased costs and decreased transaction volume andrevenue.Further,thenumberandsignificanceofthesedisputesandinquiriesareincreasingasourbusinesshasgrown andexpandedinscaleandscope,includingthenumberofactiveaccountsandpaymentstransactionsonourplatform,the rangeandincreasingcomplexityoftheproductsandservicesthatweoffer,andourgeographicaloperations.Anyclaimsor regulatory actions against us, whether meritorious or not, could be time consuming, result in costly litigation, settlement payments, damage awards (including statutory damages for certain causes of action in certain jurisdictions), fines, penalties, injunctive relief, or increased costs of doing business through adverse judgment or settlement, require us to changeour business practices in expensive ways, require significant amounts of management time, result in the diversion of significant operational resources, or otherwise harm our business. IndemnificationProvisions Our agreements with eBay governing our separation from eBay provide for specific indemnity and liability obligations for both eBay and us. Disputes between eBay and us have arisen and others may arise in the future, and an adverse outcome in such matters could materially and adversely impact our business, results of operations, and financial condition. In addition, the indemnity rights we have against eBay under the agreements may not be sufficient to protect us, and our indemnityobligationstoeBaymaybesignificant. In the ordinary course of business, we include indemnification provisions in certain of our agreements with parties with whom we have commercial relationships. Under these contracts, we generally indemnify, hold harmless, and agree to reimburse the indemnified party for losses suffered or incurred by the indemnified party in connection with claims by any third party with respect to our domain names, trademarks,logos, and other brandingelementsto the extentthat such marks are related to the subject agreement. We have provided an indemnity for other types of third-party claims, which may include indemnities related to intellectual property rights, confidentiality, willful misconduct, data privacy obligations, and certain breach of contract claims, among others. We have also provided an indemnity to our payments processors in the event of card association fines against the processor arising out of conduct by us or our customers. It is not possible to determine the maximum potential loss under these indemnification provisions due to our limited history of prior indemnificationclaimsandtheuniquefactsandcircumstancesinvolvedineachparticularsituation. •2022AnnualReport 107

PARTIV Note13—CommitmentsandContingencies PayPalHoldings,Inc. NotestoConsolidatedFinancialStatements—(Continued) PayPal has participated in the U.S. Governments Paycheck Protection Program administered by the U.S. Small Business Administration.Loans madeunderthisprogramarefundedbyanindependentcharteredfinancialinstitutionthatwepartner with. We receive a fee for providing services in connection with these loans and retain operational and audit risk related to those activities. We have agreed, under certain circumstances, to indemnify the chartered financial institution and its assigneeofaportionoftheseloansinconnectionwiththeservicesprovidedforloansmadeunderthisprogram. To date, no significant costs have been incurred, either individually or collectively, in connection with our indemnification provisions. Off-BalanceSheetArrangements AsofDecember31,2022and2021,wehadnooff-balancesheetarrangementsthathave,orarereasonablylikelytohave,a current or future material effect on our consolidated financial condition, results of operations, liquidity, capital expenditures, or capital resources. ProtectionPrograms We provide merchants and consumers with protection programs for certain transactions completed on our payments platform. These programs are intended to protect both merchants and consumers from loss primarily due to fraud and counterpartyperformance.Our PurchaseProtectionProgramprovidesprotectionto consumersfor qualifyingpurchasesby reimbursing the consumer for the full amount of the purchase if a purchased item does not arrive or does not match the sellers description. Our Seller Protection Programs provide protection to merchants against claims that a transaction was not authorized by the buyer or claims that an item was not received by covering the seller for the full amount of the payment on eligible sales. These protection programs are considered assurance-type warranties under applicable accountingstandardsfor whichweestimateandrecordassociatedcostsintransactionandcreditlossesduringtheperiod thepaymenttransactioniscompleted. At December 31, 2022 and 2021, the allowance for transaction losses was $66 million and $121 million, respectively. The allowancefor negative customer balances was $212 million and $234 million at December 31, 2022 and 2021, respectively. The following table shows changes in the allowance for transaction losses and negative customer balances related to our protectionprogramsfortheyearsendedDecember31,2022and2021: AsofDecember31, 2022 2021 (In millions) Beginningbalance $ 355 $ 414 Provision 1,170 1,153 Realizedlosses (1,417) (1,331) Recoveries 170 119 ENDINGBALANCE $ 278 $ 355 Note14—StockRepurchasePrograms In April 2017, our Board of Directors authorized a stock repurchase program that provided for the repurchase of up to $5 billion of our common stock, with no expiration from the date of authorization. In July 2018, our Board of Directors authorized an additional stock repurchase program that provides for the repurchase of up to $10 billion of our common stock, with no expiration from the date of authorization. This program became effective in the first quarter of 2020 upon completionof the April 2017 stock repurchase program. In June 2022, our Board of Directors authorized an additional stock repurchase program that provides for the repurchase of up to $15 billion of our common stock, with no expiration from the date of authorization. Our stock repurchase programs are intended to offset the impact of dilution from our equity compensation programs and, subject to market conditions and other factors, may also be used to make opportunistic repurchases of our common stock to reduce outstanding share count. Any share repurchases under our stock repurchase programs may be made through open market transactions, block trades, privately negotiated transactions, including 108 •2022AnnualReport

PARTIV Note14—StockRepurchasePrograms PayPalHoldings,Inc. NotestoConsolidatedFinancialStatements—(Continued) accelerated share repurchase agreements, or other means at times and in such amounts as management deems appropriate and will be funded from our working capital or other financing alternatives. Moreover, any stock repurchases are subject to market conditions and other uncertainties, and we cannot predict if or when any stock repurchases will be made.Wemayterminateourstockrepurchaseprogramsatanytimewithoutpriornotice. During the year ended December 31, 2022, we repurchased approximately 41 million shares of our common stock for approximately $4.2 billion at an average cost of $103.47. These shares were purchased in the open market under our stock repurchase program authorized in July 2018. As of December 31, 2022, a total of approximately $861 million and $15.0 billion remained available for future repurchases of our common stock under our July 2018 and June 2022 stock repurchaseprograms,respectively. ANNU During the year ended December 31, 2021, we repurchased approximately 15 million shares of our common stock for approximately $3.4 billion at an average cost of $219.75. These shares were purchased in the open market under our stock AL repurchase program authorized in July 2018. As of December 31, 2021, a total of approximately $5.1 billion remained REPOR available for future repurchasesof our common stock under our July 2018 stock repurchaseprogram. During the year ended December 31, 2020, we repurchased approximately 12 million shares of our common stock for T approximately $1.6 billion at an average cost of $136.19. These shares were purchased in the open market under our stock repurchase programs authorized in April 2017 and July 2018. As of December 31, 2020, a total of approximately $8.4 billion remainedavailableforfuturerepurchasesofourcommonstockunderourJuly2018stockrepurchaseprogram. Shares of common stock repurchased for the periods presented were recorded as treasury stock for the purposes of calculating net income (loss) per share and were accounted for under the cost method. No repurchased shares of commonstockhavebeenretired. Note15—Stock-BasedandEmployeeSavingsPlans EquityIncentivePlans Under the terms of the Amended and Restated PayPal Holdings, Inc. 2015 Equity Incentive Award Plan (the “Plan”), equity awards, including restricted stock units (“RSUs”), restricted stock awards, performance based restricted stock units (“PBRSUs”), stock options, deferred stock units, and stock payments, may be granted to our directors, officers, and employees. At December 31, 2022, 47 million shares were authorized under the Plan and approximately 31 million shares were available for future grant. Shares issued as a result of stock option exercises and the release of stock awards were fundedprimarilywiththeissuanceofnewsharesofcommonstock. In 2022, the Company adopted a plan for which equity-based incentive awards may be granted to new employees (the “Inducement Plan”). Grants under the Inducement Plan are in addition to the Plan mentioned above. As of December 31, 2022, 5 million shares were authorized under the Inducement Plan and approximately 3 million shares were available for future grant. RSUsaregrantedto eligible employees under the Plan. RSUs issued prior to January 1, 2022 generally vest in equal annual installments over a period of three years. RSUs issued on or after January 1, 2022 generally vest over three years at a rate of 33%after one year, then in equal quarterly installments thereafter. RSUs are subject to an employees continuing service to us, and do not have an expiration date. The cost of RSUs granted is determined using the fair market value of PayPals commonstockonthedateofgrant. Certain of our executives and non-executives are eligible to receive PBRSUs, which are equity awards that may be earned based on an initial target number. The final number of PBRSUs may vest and settle depending on the Companys performance against pre-established performance metrics over a predefined performance period. PBRSUs granted under the Plan generally have one to three-year performance periods with cliff vesting following the completion of the performance period, subject to the Compensation Committees approval of the level of achievement against the pre-established performance targets. Over the performance period, the number of PBRSUs that may be issued and related stock-based compensation expense that is recognized is adjusted upward or downward based upon the probability of achieving the approved performance targets against the performance metrics. Depending on the probability of achieving the pre-establishedperformancetargets,thenumberofPBRSUsissuedcouldrangefrom0%to200%ofthetargetamount. All stock options under the Plan were assumed in connection with acquisitions on the same terms and conditions (including vesting) applicable to such acquired companies equity awards. The cost of stock options was determinedusing theBlack-Scholesoptionpricingmodel. •2022AnnualReport 109

PARTIV Note15—Stock-BasedandEmployeeSavingsPlans PayPalHoldings,Inc. NotestoConsolidatedFinancialStatements—(Continued) EmployeeStockPurchasePlan Under the terms of the Employee Stock Purchase Plan (“ESPP”), shares of our common stock may be purchased over an offering period with a maximum duration of two years at 85% of the lower of the fair market value on the first day of the applicable offering period or on the last business day of each six-month purchase period within the offering period. Employeesmaycontributebetween2%and10%oftheirgrosscompensationduringanofferingperiodtopurchaseshares, but not more than the statutory limitation of $25,000 per year. All company stock purchasedthrough the ESPP is considered outstanding and is included in the weighted-average outstanding shares for purposes of computing basic and diluted net income (loss) per share. For the years ended December 31, 2022, 2021, and 2020, our employees purchased 1.9 million, 1.4 million, and 1.7 million shares under the ESPP at an average per share price of $73.20, $114.36, and $80.36, respectively. AsofDecember31,2022,approximately46millionshareswerereservedforfutureissuanceundertheESPP. RSU,PBRSU,andRestrictedStockActivity The following table summarizes RSU, PBRSU, and restricted stock activity under the Plan and the Inducement Plan as of December31,2022andchangesduringtheyearendedDecember31,2022: WeightedAverage Grant-Date Fair Value Units (per share) (In thousands,exceptpershareamounts) OutstandingatJanuary1,2022 17,534 $ 172.55 (1) Awardedandassumed 17,238 $ 105.20 (1) Vested (9,930) $ 145.75 (2) Forfeited/cancelled (5,254) $ 147.81 OUTSTANDINGATDECEMBER31,2022 19,588 $ 133.27 Expectedtovest 17,507 (1) Includesapproximately0.5millionofadditionalPBRSUsissuedduring2022duetotheachievementofcompanyperformancemetricsonawardsgrantedinpreviousyears. (2) Includesapproximately1.0millionofPBRSUscancelledduring2022resultingfromachangeinthemethodofpayoutoftheCompanyportionofourAnnualIncentivePlanfrom equitytocashforcertainemployees. During the years ended December 31, 2022, 2021, and 2020, the aggregate intrinsic value of RSUs and PBRSUs vested underthePlanwas$935million,$3.4billion,and$1.7billion,respectively. In the year ended December31, 2022, the Company granted1.5 million PBRSUs with a one-year performanceperiod (fiscal 2022) of which 1.0 million were subsequently cancelled due to the change in method of payout as mentioned above. As such, 0.5 million will become fully vested following the completion of the performance period in February 2023 (one year from the annual incentive award cycle grant date). In the year ended December 31, 2022, the Company also granted 1.1 million PBRSUs with a three-year performanceperiod. In the year ended December31, 2021, the Company granted 0.7 million PBRSUs with a one-year performanceperiod (fiscal 2021), which became fully vested following the completion of the performance period in February 2022 (one year from the annualincentiveawardcyclegrantdate),and0.5millionPBRSUswithathree-yearperformanceperiod. 110 •2022AnnualReport

PARTIV Note15—Stock-BasedandEmployeeSavingsPlans PayPalHoldings,Inc. NotestoConsolidatedFinancialStatements—(Continued) StockOptionActivity The following table summarizes stock option activity of our employees under the Plan for the year ended December 31, 2022: Weighted Weighted Average Average Remaining Exercise Contractual Aggregate Shares Price Term(Years) Intrinsic Value ANNU (In thousands,exceptpershareamountsandyears) AL OutstandingatJanuary1,2022 339 $ 17.55 REPOR Assumed 3 $ 55.55 Exercised (190) $ 20.62 T Forfeited/expired/cancelled (11) $ 13.66 OUTSTANDINGATDECEMBER31,2022 141 $ 14.56 4.93 $ 8,080 Expectedtovest 24 $ 23.89 7.46 $ 1,172 Optionsexercisable 117 $ 12.60 4.40 $ 6,875 The weighted average grant date fair value of options assumed from acquisitions during the years ended December 31, 2022, 2021, and 2020 was $147.92, $237.26 and $108.61, respectively. The aggregate intrinsic value was calculated as the difference between the exercise price of the underlying options and the quoted price of our common stock at December 31, 2022. During the years ended December 31, 2022, 2021, and 2020, the aggregate intrinsic value of options exercised under the Plan was $16 million, $81 million, and $66 million, respectively, determined as of the date of option exercise.At December31,2022,substantiallyall outstandingoptionswerein-the-money. Stock-BasedCompensationExpense Stock-based compensation expense for the Plan and the Inducement Plan is measured based on estimated fair value at thetimeofgrant,andrecognizedovertheawardsvestingperiod. The impact on our results of operations of recording stock-based compensation expense under the Plan for the years endedDecember31,2022,2021,and2020wasasfollows: YearEndedDecember31, 2022 2021 2020 (In millions) Customersupportandoperations $ 269 $ 263 $ 250 Salesandmarketing 151 175 172 Technologyanddevelopment 512 515 529 Generalandadministrative 383 468 460 TOTALSTOCK-BASEDCOMPENSATIONEXPENSE $ 1,315 $ 1,421 $ 1,411 Capitalized as part of internal use software and website developmentcosts $ 52 $ 68 $ 48 Incometaxbenefitrecognizedforstock-basedcompensationarrangements $ 209 $ 221 $ 226 As of December 31, 2022, there was approximately $1.4 billion of unearned stock-based compensation estimated to be expensed primarily from 2023 through 2025. If there are any modifications or cancellations of the underlying unvested awards, we may be required to accelerate, increase, or cancel all or a portion of the remaining unearned stock-based compensationexpense.Future unearned stock-based compensationwill increase to the extent we grant additional equity awards,changethemixofequityawardswegrant,orassumeunvestedequityawardsinconnectionwithacquisitions. •2022AnnualReport 111

PARTIV Note15—Stock-BasedandEmployeeSavingsPlans PayPalHoldings,Inc. NotestoConsolidatedFinancialStatements—(Continued) EmployeeSavingsPlans Under the terms of the PayPal Holdings, Inc. Deferred Compensation Plan, which also qualifies under Section 401(k) of the Code, participating U.S. employees may contribute up to 50% of their eligible compensation, but not more than statutory limits. Under the PayPal plan, eligible employees received one dollar for each dollar contributed, up to 4% of each employees eligible salary, subject to a maximum employer contribution per employee of $12,200 in 2022 and $11,600 in both 2021 and 2020. Our non-U.S. employees are covered by other savings plans. For the years ended December 31, 2022, 2021, and 2020, the matching contribution expense for our U.S. and international savings plans was approximately $83million, $81 million, and $72 million, respectively. Note16—IncomeTaxes Thecomponentsofincomebeforeincometaxesareasfollows: YearEndedDecember31, 2022 2021 2020 (In millions) UnitedStates $ (155) $ 290 $ 1,504 International 3,521 3,809 3,561 INCOMEBEFOREINCOMETAXES $ 3,366 $ 4,099 $ 5,065 Theincometaxexpense(benefit)iscomposedofthefollowing: YearEndedDecember31, 2022 2021 2020 (In millions) Current: Federal $ 688 $ 6 $ 310 State and local 104 80 143 Foreign 966 326 245 TOTALCURRENTPORTIONOFINCOMETAXEXPENSE $ 1,758 $ 412 $ 698 Deferred: Federal $ (563) $ (401) $ 259 State and local (101) (45) (32) Foreign (147) (36) (62) TOTALDEFERREDPORTIONOFINCOMETAXEXPENSE(BENEFIT) (811) (482) 165 INCOMETAXEXPENSE(BENEFIT) $ 947 $ (70) $ 863 112 •2022AnnualReport

PARTIV Note16—IncomeTaxes PayPalHoldings,Inc. NotestoConsolidatedFinancialStatements—(Continued) Thefollowingisareconciliationof thedifferencebetweentheeffectiveincometaxrateandthefederalstatutoryrate: YearEndedDecember31, 2022 2021 2020 Federalstatutoryrate 21.0% 21.0% 21.0% Domesticincometaxedatdifferentrates (0.6)% (1.7)% —% State taxes, net of federal benefit —% 0.9% 2.2% Foreignincometaxedatdifferentrates (12.2)% (13.4)% (7.4)% ANNU Stock-basedcompensationexpense 4.1% (7.3)% (1.2)% AL Taxcredits (0.4)% (2.4)% (2.0)% REPOR Changeinvaluationallowances 2.2% 0.5% 0.1% Intra-group transfer of intellectual property 10.0% 0.7% 4.1% T Other 4.0% —% 0.2% EFFECTIVEINCOMETAXRATE 28.1% (1.7)% 17.0% For the year ended December 31, 2022, the difference between the effective income tax rate of 28.1% and the U.S. federal statutory rate of 21% to income before income taxes was primarily the result of tax expense related to the intra-group transfer of intellectual property and non-deductible stock-based compensation, partially offset by foreign income taxed at different rates. For the year ended December 31, 2021, the difference between the effective income tax rate of (1.7)% and the U.S. federal statutory rate of 21% to income before income taxes was primarily the result of foreign income taxed at different rates and stock-based compensation deductions. For the year ended December 31, 2020, the difference between the effective income tax rate of 17.0% and the U.S. federal statutory rate of 21% to income before income taxes was primarily the result of foreign income taxed at different rates, partially offset by tax expense related to the intra-group transfer of intellectual property. •2022AnnualReport 113

PARTIV Note16—IncomeTaxes PayPalHoldings,Inc. NotestoConsolidatedFinancialStatements—(Continued) Deferred tax assets and liabilities are recognized for the future tax consequences of differences between the carrying amounts of assets and liabilities and their respective tax basis using enacted tax rates in effect for the year in which the differencesareexpectedtoreverse.Significantdeferredtaxassetsandliabilitiesconsistof thefollowing: AsofDecember31, 2022 2021 (In millions) Deferredtaxassets: Netoperatinglossandcreditcarryforwards $ 355 $ 317 Accruals,allowances,andprepaids 427 622 Leaseliabilities 173 176 Partnershipinvestment —5 Stock-basedcompensation 154 188 Netunrealizedlosses 151 23 Acquiredintangibles 38 — Fixedassetsandotherintangibles 655 84 TOTALDEFERREDTAXASSETS 1,953 1,415 Valuationallowance (341) (274) NETDEFERREDTAXASSETS $ 1,612 $ 1,141 Deferredtaxliabilities: Unremittedforeignearnings $ (42) $ (35) Acquiredintangibles — (240) ROUleaseassets (138) (154) Partnershipinvestment (12) — Netunrealizedgains (135) (351) TOTALDEFERREDTAXLIABILITIES (327) (780) NETDEFERREDTAXASSETS $ 1,285 $ 361 Thefollowingtableshowsthedeferredtaxassetsandliabilitieswithinourconsolidatedbalancesheets: AsofDecember31, 2022 2021 BalanceSheetLocation (In millions) Total deferredtax assets(non-current) Otherassets $ 1,310 $ 547 Total deferredtax liabilities (non-current) Deferredtaxliability and other long-term liabilities (25) (186) TOTALNETDEFERREDTAXASSETS $ 1,285 $ 361 As of December 31, 2022, our federal, state, and foreign net operating loss carryforwards for income tax purposes were approximately$6million,$156million,and$634million,respectively.Thefederalandstatenetoperatinglosscarryforwards are subject to various limitations under Section 382 of the Code. If not utilized, the federal net operating loss carryforwards will begin to expire in 2025, and the state net operating loss carryforwards will begin to expire in 2023. Approximately $197 million of the foreign net operating loss carryforwards will begin to expire in 2024, $191 million will begin to expire in 2034, and $246 million may be carried forward indefinitely. As of December 31, 2022, our federal and state tax credit carryforwards for income tax purposes were approximately $24 million and $374 million, respectively. If not utilized, the federal tax credits will begin to expire in 2029. Approximately $49 million of the state tax credits will begin to expire from 2023through2028,$8millionwillbegintoexpirein2038,and$317millionmaybecarriedforwardindefinitely. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that all or someportion of the deferred tax assets will not be realized. We have elected the tax law ordering approach to assess the 114 •2022AnnualReport

PARTIV Note16—IncomeTaxes PayPalHoldings,Inc. NotestoConsolidatedFinancialStatements—(Continued) realizability of our net operating losses. During the years ended December 31, 2022 and 2021, we increased our valuation allowance by $67 million and $108 million, respectively, and during the year ended December 31, 2020, we decreased our valuation allowance by $18 million. At December 31, 2022, 2021, and 2020, we maintained a valuation allowance with respectto our net deferred tax assets in certain states, operating losses in certain state and foreign jurisdictions, and certain federal and state tax credits that we believe are not likely to be realized. At December 31, 2022, none of our approximately $11.0 billion of unremitted foreign earnings are considered to be indefinitely reinvested. We have accrued $42 million of deferred U.S. state income and foreign withholding taxes on the $11.0 billion of undistributed foreign earnings. We benefit from agreements concluded in certain jurisdictions, most significantly Singapore. In December 2019, a new ANNU agreement was concluded in Singapore. The new agreement took effect January 1, 2021 and will be in effect from 2021 AL through 2030. This agreement results in significantly lower rates of taxation on certain classes of income and requires REPOR various thresholds of investment and employment in those jurisdictions. We review our compliance on an annual basis to ensure we continue to meet our obligations under this agreement. This agreement resulted in tax savings of approximately $510 million, $327 million, and $596 million in 2022, 2021, and 2020, respectively. The benefit of this agreement on our net T income(loss)pershare(diluted)wasapproximately$0.44,$0.28,and$0.50in2022,2021,and2020,respectively. Thefollowingtablereflectschangesinunrecognizedtaxbenefitsfortheperiodspresentedbelow: YearEndedDecember31, 2022 2021 2020 (In millions) Grossamountsofunrecognizedtaxbenefitsasofthebeginningoftheperiod $ 1,678 $ 1,479 $ 1,141 Increasesrelatedtopriorperiodtaxpositions 52 172 92 Decreasesrelatedtopriorperiodtaxpositions (185) (187) (78) Increasesrelatedtocurrentperiodtaxpositions 337 232 360 Settlements (2) (15) (34) Statute of limitation expirations (3) (3) (2) GROSSAMOUNTSOFUNRECOGNIZEDTAXBENEFITSASOFTHEENDOFTHEPERIOD $ 1,877 $ 1,678 $ 1,479 If the remaining balance of unrecognized tax benefits were realized in a future period, it would result in a tax benefit of $1.2 billion. For the years ended December 31, 2022, 2021, and 2020, we recognized net interest and penalties of $119 million, $6million, and $40 million, respectively, related to uncertain tax positions in income tax expense. This expense is reflected in the “Other” line of our effective income tax rate schedule. The amount of interest and penalties accrued as of December31,2022and2021wasapproximately$342millionand$212million,respectively. We are subject to taxation in the U.S. and various state and foreign jurisdictions. We are currently under examination by certain tax authorities for the 2010 to 2021 tax years. The material jurisdictions in which we are subject to examination by tax authorities for tax years after 2009 primarily include the U.S. (Federal and California), Australia, Germany, India, Israel, and Singapore. We believe that adequate amounts have been reserved for any adjustments that may ultimately result from our openexaminations. Although the timing of the resolution of these audits is uncertain, we do not expect the total amount of unrecognized tax benefits as of December 31, 2022 will materially change in the next 12 months. However, given the number of years remaining subject to examination and the number of matters being examined, we are unable to estimate the full range of possibleadjustmentstothebalanceofgrossunrecognizedtaxbenefits. In connection with our separation from eBay in 2015, we entered into various agreements that govern the relationship betweenthe parties going forward, including a tax matters agreement. Under the tax matters agreement, eBay is generally responsible for all additional taxes (and will be entitled to all related refunds of taxes) imposed on eBay and its subsidiaries (including subsidiaries that were transferred to PayPal pursuant to the separation) arising after the separation date with respect to the taxable periods (or portions thereof) ended on or prior to July 17, 2015, except for those taxes for which PayPalhasreflectedanunrecognizedtaxbenefitinitsfinancialstatementsontheseparationdate. •2022AnnualReport 115

PARTIV Note17—RestructuringandOtherCharges PayPalHoldings,Inc. NotestoConsolidatedFinancialStatements—(Continued) Note17—RestructuringandOtherCharges During the first quarter of 2022, management initiated a strategic reduction of the existing global workforce intended to streamline and optimize our global operations to enhance operating efficiency. This effort focused on reducing redundant operations and simplifying our organizational structure. The associated restructuring charges in 2022 were $121 million. We primarily incurred employee severance and benefits costs, as well as associated consulting costs under the 2022 strategic reduction.Thestrategicactionsassociatedwiththisplanweresubstantiallycompletedbythefourthquarterof2022. ThefollowingtablesummarizestherestructuringreserveactivityduringtheyearendedDecember31,2022: EmployeeSeveranceand BenefitsandOther AssociatedCosts (In millions) Accruedliability as of January 1, 2022 $5 Charges 121 Payments (102) ACCRUEDLIABILITYASOFDECEMBER31,2022 $24 During the first quarter of 2020, management approved a strategic reduction of the existing global workforce as part of a multiphase process to reorganize our workforce concurrently with the redesign of our operating structure, which spanned multiple quarters. The associated restructuring charges in 2021 and 2020 were $27 million, and $109 million, respectively. We primarily incurred employee severance and benefits costs, as well as associated consulting costs under the 2020 strategic reduction, which was substantiallycompletedin 2021. Additionally, we are continuing to review our real estate and facility capacity requirements due to our new and evolving work models. We incurred asset impairment charges of $81 million, $26 million, and $30 million in 2022, 2021, and 2020, respectively, due to exiting of certain leased properties which resulted in a reduction of ROU lease assets and related leaseholdimprovements.See“Note6—Leases”foradditionalinformation. Note18—SubsequentEvents In January 2023, management initiated a global workforce reduction intended to focus resources on core strategic priorities, and improve our cost structure and operating efficiency. We estimate that this reduction will impact approximately 7% of our employees and will result in approximately $100 million of restructuring charges, primarily related to employee severance and benefits costs. The actions associated with this plan are expected to be substantially completedbythefirstquarterof2023. 116 •2022AnnualReport

PARTIV Financial Statement Schedule Financial StatementSchedule The Financial Statement Schedule II—VALUATION AND QUALIFYING ACCOUNTS is filed as part of this Annual Report on Form10-K. Balanceat Charged/ Chargedto Charges Beginningof (Credited)to Other Utilized/ Balanceat (1) Period NetIncome Accounts (Write-offs) EndofPeriod (In millions) AllowanceforTransactionLossesandNegative CustomerBalances YearEndedDecember31,2020 $ 399 $ 1,135 $ — $ (1,120) $ 414 ANNU YearEndedDecember31,2021 $ 414 $ 1,153 $ — $ (1,212) $ 355 YearEndedDecember31,2022 $ 355 $ 1,170 $ — $ (1,247) $ 278 AL AllowanceforLoansandInterestReceivable REPOR YearEndedDecember31,2020 $ 258 $ 689 $ 210 $ (319) $ 838 T YearEndedDecember31,2021 $ 838 $ (104) $ — $ (243) $ 491 YearEndedDecember31,2022 $ 491 $ 437 $ — $ (330) $ 598 (1) Theamountisrelatedtotheimpactoftheadjustmentrecordedforadoptionofthecurrentexpectedcreditlossstandard. •2022AnnualReport 117

PARTIV IndexofExhibits IndexofExhibits IncorporatedbyReference Exhibit Filed with this Number Exhibit Description Form10-K Form DateFiled 2.01 SeparationandDistributionAgreementbyandbetweeneBay 10-12B/A 6/26/2015 Inc. and PayPal Holdings, Inc. 3.01 PayPalHoldings,Inc.RestatedCertificateofIncorporation 10-Q 7/27/2017 3.02 PayPalHoldings,Inc.AmendedandRestatedBylawseffective 8-K 1/18/2019 January17,2019 4.01 DescriptionofSecurities 10-K 2/6/2020 4.02 Indenture, datedasofSeptember26,2019,byandbetween 8-K 9/26/2019 PayPalHoldings,Inc.andWellsFargoBank,National Association,asTrustee 4.03 Officers Certificate, dated as of September 26, 2019, pursuant 8-K 9/26/2019 to the Indenture, dated as of September26, 2019, by and betweenPayPalHoldings,Inc.andWellsFargoBank,National Association,asTrustee 4.04 Formof2022Note(includedinExhibit4.03) 8-K 9/26/2019 4.05 Formof2024Note(includedinExhibit4.03) 8-K 9/26/2019 4.06 Formof2026Note(includedinExhibit4.03) 8-K 9/26/2019 4.07 Formof2029Note(includedinExhibit4.03) 8-K 9/26/2019 4.08 Officers Certificate, dated as of May 18, 2020, pursuant to the 8-K 5/18/2020 Indenture, datedasofSeptember26,2019,byandbetween PayPalHoldings,Inc.andWellsFargoBank,National Association,asTrustee 4.09 Formof2023Note(includedinExhibit4.08) 8-K 5/18/2020 4.10 Formof2025Note(includedinExhibit4.08) 8-K 5/18/2020 4.11 Formof2030Note(includedinExhibit4.08) 8-K 5/18/2020 4.12 Formof2050Note(includedinExhibit4.08) 8-K 5/18/2020 4.13 Officers Certificate, dated as of May 23, 2022, pursuant to the 8-K 5/23/2022 Indenture, datedasofSeptember26,2019,byandbetween PayPalHoldings,Inc.andWellsFargoBank,National Association,asTrustee 4.14 Formof2027Note(includedinExhibit4.2) 8-K 5/23/2022 4.15 Formof2032Note(includedinExhibit4.2) 8-K 5/23/2022 4.16 Formof2052Note(includedinExhibit4.2) 8-K 5/23/2022 4.17 Formof2062Note(includedinExhibit4.2) 8-K 5/23/2022 10.01 TaxMattersAgreementbyandbetweeneBayInc.andPayPal 8-K 7/20/2015 Holdings,Inc. datedJuly 17, 2015 118 •2022AnnualReport

PARTIV IndexofExhibits IncorporatedbyReference Exhibit Filed with this Number Exhibit Description Form10-K Form DateFiled 10.02 CreditAgreement,datedasofSeptember11,2019,among 8-K 9/12/2019 PayPalHoldings,Inc.,theDesignatedBorrowerspartythereto, theLenderspartytheretoandJPMorganChaseBank,N.A., J.P. MorganSecuritiesAustraliaLimited,JPMorganChase Bank,N.A.,TorontoBranch,andJ.P.MorganEuropeLimited, astheAdministrativeAgents 10.03 364-DayCreditAgreement,datedasofSeptember11,2019, amongPayPalHoldings,Inc.,theLenderspartytheretoand JPMorganChaseBank,N.A.,asAdministrativeAgent 8-K 9/12/2019 ANNU 10.04+ PayPalEmployeeIncentivePlan,asamendedandrestated DEF14A 4/14/2016 AL 10.05+ PayPalHoldings,Inc.AmendedandRestated2015Equity REPOR IncentiveAwardPlan 8-K 5/25/2018 10.06+ PayPalHoldings,Inc.AmendedandRestatedDeferred T CompensationPlaneffectiveNovember6,2018 10-K 2/7/2019 10.07+ PayPalHoldings,Inc.ExecutiveChangeinControland 10-Q 11/9/2021 SeverancePlan,asamendedandrestated,effectiveasof September27,2021 10.08+ FormofIndemnityAgreementbetweenPayPalHoldings,Inc. 10-12B/ 5/14/2015 andindividualdirectorsandofficers A 10.09+ FormofGlobalRestrictedStockUnitAwardGrantNoticeand 10-12B/ 5/14/2015 RestrictedStockUnitAwardAgreementunderthePayPal A Holdings,Inc. 2015EquityIncentiveAwardPlan 10.10+ FormofGlobalPerformanceBasedRestrictedStockUnit 10-Q 4/27/2017 AwardGrantNoticeandPerformanceBasedRestrictedStock Unit AwardAgreementunderthePayPalHoldings,Inc.2015 Equity Incentive AwardPlan, as amendedandrestated 10.11+ FormofGlobalNoticeofGrantofStockOptionandStock 10-12B/ 5/14/2015 OptionAgreementunderthePayPalHoldings,Inc.2015 A Equity Incentive AwardPlan 10.12+ FormofDirectorAnnualAwardAgreementunderthePayPal 10-12B/ 5/14/2015 Holdings,Inc. 2015EquityIncentiveAwardPlan A 10.13+ FormofElectingDirectorQuarterlyAwardAgreementunder 10-12B/ 5/14/2015 thePayPalHoldings,Inc.2015EquityIncentiveAwardPlan A 10.14+ PayPalHoldings,Inc.AmendedandRestatedEmployeeStock 8-K 5/25/2018 PurchasePlan 10.15+ AmendmenttoPayPalHoldings,Inc.AmendedandRestated 10-Q 11/9/2021 EmployeeStockPurchasePlan 10.16+ PayPalHoldings,Inc.2022InducementPlan 10-Q 8/2/2022 10.17+ Offer Letter dated September29, 2014betweeneBayInc.and 10-12B/ 5/14/2015 DanielSchulman A 10.18+ AmendmentdatedDecember31,2014toOfferLetter 10-12B/ 5/14/2015 betweeneBayInc.andDanielSchulman A •2022AnnualReport 119

PARTIV IndexofExhibits IncorporatedbyReference Exhibit Filed with this Number Exhibit Description Form10-K Form DateFiled 10.19+ Letter datedApril 7, 2015 from eBay Inc. to Louise Pentland 10-K 2/11/2016 10.20+ Letter datedApril 13, 2015 from eBay Inc. to Jonathan 10-K 2/11/2016 Auerbach 10.21+ Letter AgreementdatedJuly29,2015betweenJohnRainey 10-Q 10/29/2015 andPayPalHoldings,Inc. 10.22+ Letter Agreement,datedApril17,2016,betweenAaron 10-Q 4/27/2017 KarczmerandPayPalHoldings,Inc. 10.23+ Letter AgreementeffectiveFebruary20,2019betweenMark 10-Q 4/25/2019 Britto and PayPal Holdings, Inc. 10.24+ Letter AgreementeffectiveJuly13,2022,betweenBlake 10-Q 8/2/2022 JorgensenandPayPalHoldings,Inc. 10.25+ Letter AgreementdatedJune15,2022betweenGabrielle 8-K 6/17/2022 RabinovitchandPayPalHoldings,Inc. 10.26+ Letter AgreementdatedSeptember27,2022between 8-K 10/3/2022 Gabrielle RabinovitchandPayPalHoldings,Inc. 10.27+ Letter AgreementdatedSeptember1,2022betweenJohn 10-Q 11/3/2022 KimandPayPalHoldings,Inc. 10.28+ IndependentDirectorCompensationPolicy 10-K 2/5/2021 10.29+ PayPalHoldings,Inc.ExecutiveChangeinControland 10-Q 7/29/2021 SeverancePlan,asamendedandrestated 10.30 First Amendment,datedasofMarch23,2020,totheCredit 10-Q 5/7/2020 Agreement,datedasofSeptember11,2019,amongPayPal Holdings,Inc., the DesignatedBorrowerspartythereto,the LenderspartytheretoandJPMorganChaseBank,N.A.,J.P. MorganSecuritiesAustraliaLimited,JPMorganChaseBank, N.A., Toronto Branch, and J.P. Morgan Europe Limited,as the AdministrativeAgents 10.31 First Amendment,datedasofMarch23,2020,tothe364-Day 10-Q 5/7/2020 CreditAgreement,datedasofSeptember11,2019,among PayPalHoldings,Inc.,theLenderspartytheretoand JPMorganChaseBank,N.A.,astheAdministrativeAgent 10.32 JoinderAgreement,datedasofMarch25,2020,among 10-Q 5/7/2020 PayPalInternationalTreasuryCentreS.àr.l., PayPalHoldings, Inc., and J.P. Morgan Securities Australia Limited, JPMorgan ChaseBank,N.A.,J.P.MorganEuropeLimited,andJPMorgan ChaseBank,N.A.,TorontoBranch,astheAdministrative Agents,totheCreditAgreement,datedasofSeptember11, 2019, amongPayPalHoldings,Inc.,theDesignatedBorrowers party thereto, the Lenders party thereto and the AdministrativeAgents 10.33 JoinderAgreement,datedasofMarch25,2020,among 10-Q 5/7/2020 PayPal(Europe)S.àr.l. et Cie, S.C.A., PayPal Holdings, Inc., andJ.P.MorganSecuritiesAustraliaLimited,JPMorganChase Bank,N.A.,J.P. MorganEuropeLimited,andJPMorganChase Bank,N.A.,TorontoBranch,astheAdministrativeAgents,to theCreditAgreement,datedasofSeptember11,2019,among PayPalHoldings,Inc.,theDesignatedBorrowerspartythereto, theLenderspartytheretoandtheAdministrativeAgents 120 •2022AnnualReport

PARTIV IndexofExhibits IncorporatedbyReference Exhibit Filed with this Number Exhibit Description Form10-K Form DateFiled 10.34 JoinderAgreement,datedasofMarch27,2020,among 10-Q 5/7/2020 PayPalPte.Ltd., PayPal Holdings,Inc., and J.P. Morgan Securities Australia Limited, JPMorgan Chase Bank, N.A., J.P. MorganEuropeLimited,andJPMorganChaseBank,N.A., TorontoBranch,astheAdministrativeAgents,totheCredit Agreement,datedasofSeptember11,2019,amongPayPal Holdings,Inc., the DesignatedBorrowerspartythereto,the LenderspartytheretoandtheAdministrativeAgents 10.35 JoinderAgreement,datedasofMarch31,2020,among 10-Q 5/7/2020 ANNU PayPalAustraliaPtyLimited,PayPalHoldings,Inc.,andJ.P. AL MorganSecuritiesAustraliaLimited,JPMorganChaseBank, REPOR N.A., J.P. Morgan Europe Limited, and JPMorganChaseBank, N.A., Toronto Branch, as the AdministrativeAgents, to the CreditAgreement,datedasofSeptember11,2019,among T PayPalHoldings,Inc.,theDesignatedBorrowerspartythereto, theLenderspartytheretoandtheAdministrativeAgents 10.36 SecondAmendment,datedasofJanuary7,2022,tothe 10-K 2/3/2022 CreditAgreement,datedasofSeptember11,2019,among PayPalHoldings,Inc.,theDesignatedBorrowerspartythereto, theLenderspartytheretoandJPMorganChaseBank,N.A., J.P. MorganSecuritiesAustraliaLimited,JPMorganChase Bank,N.A.,TorontoBranch,andJ.P.MorganAG,asthe AdministrativeAgents 21.01 List of Subsidiaries X 22.01 PricewaterhouseCoopersLLPconsent X 23.01 PowerofAttorney(seesignaturepage) X 31.01 Certification of PayPal Holdings, Inc.s Chief Executive Officer, X asrequiredbySection302oftheSarbanes-OxleyActof2002 31.02 Certification of PayPal Holdings, Inc.s Chief Financial Officer, X asrequiredbySection302oftheSarbanes-OxleyActof2002 32.01 Certification of PayPal Holdings, Inc.s Chief Executive Officer, X asrequiredbySection906oftheSarbanes-OxleyActof2002 32.02 Certification of PayPal Holdings, Inc.s Chief Financial Officer, X asrequiredbySection906oftheSarbanes-OxleyActof2002 101 ThefollowingfinancialinformationrelatedtotheCompanys X AnnualReportonForm10-KfortheyearendedDecember31, 2022,formattediniXBRL(InlineExtensibleBusinessReporting Language):(i) the ConsolidatedBalanceSheets,(ii)the ConsolidatedStatementsofIncome(Loss),(iii)the ConsolidatedStatementsofComprehensiveIncome(Loss), (iv) the ConsolidatedStatementsofStockholdersEquity, (v) the ConsolidatedStatementsofCashFlows;and(vi)the related NotestoConsolidatedFinancialStatements 104 CoverPageInteractiveDataFile,formattediniXBRLand X containedinExhibit101 + Indicatesa managementcontractorcompensatoryplanorarrangement •2022AnnualReport 121

PARTIV Item16. Form10-KSummary Item16.Form10-KSummary None. 122 •2022AnnualReport

PARTIV Signatures Signatures Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly causedthisreporttobesignedonitsbehalfbytheundersigned,thereuntodulyauthorized,onFebruary9,2023. PayPalHoldings,Inc. By: /s/ Daniel H. Schulman Name: DanielH.Schulman Title: President,Chief ExecutiveOfficerand Director ANNU AL REPOR T •2022AnnualReport 123

PARTIV Signatures PowerofAttorney KNOWALLPERSONSBYTHESEPRESENTS,thateachpersonwhosesignatureappearsbelowconstitutesandappoints Daniel H. Schulman, Gabrielle Rabinovitch, Bimal Patel, Brian Y. Yamasaki and Jeffrey W. Karbowski, 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 bythefollowingpersonsonbehalfoftheRegistrantandinthecapacitiesindicatedonFebruary9,2023. PrincipalExecutiveOfficer: PrincipalFinancialOfficer: By: /s/ Daniel H. Schulman By: /s/ Gabrielle Rabinovitch DanielH.Schulman GabrielleRabinovitch President,ChiefExecutiveOfficerandDirector ActingChiefFinancialOfficerandSeniorVice President,InvestorRelationsandTreasurer PrincipalAccountingOfficer: By: /s/ Jeffrey W. Karbowski JeffreyW.Karbowski VicePresident,ChiefAccountingOfficer AdditionalDirectors By: /s/ RodneyC.Adkins By: /s/ JonathanChristodoro RodneyC.Adkins JonathanChristodoro Director Director By: /s/ John J. Donahoe By: /s/ DavidW. Dorman JohnJ.Donahoe DavidW.Dorman Director Director By: /s/ Belinda Johnson By: /s/ EnriqueLores BelindaJohnson EnriqueLores Director Director By: /s/ Gail J. McGovern By: /s/ DeborahM.Messemer Gail J. McGovern DeborahM.Messemer Director Director By: /s/ DavidM.Moffett By: /s/ AnnM.Sarnoff DavidM.Moffett AnnM.Sarnoff Director Director By: /s/ Frank D. Yeary FrankD.Yeary Director 124 •2022AnnualReport

STOCKPERFORMANCEGRAPH StockPerformanceGraph This performancegraphshallnotbedeemed“solicitingmaterial”ortobe“filed”withtheSecuritiesandExchange Commission(the“SEC”)forpurposesofSection18oftheSecuritiesExchangeActof1934,orotherwisesubjecttothe liabilities under that Section, and shall not be deemed to be incorporatedby referenceinto any of our filings under the PRO Securities Act of 1933. XY S T Thegraphbelowshowsthecumulativetotalstockholderreturnofaninvestmentof$100inourcommonstockduringthe A periodbeginningDecember31,2017throughDecember31,2022,comparedtotheS&P500IndexandtheS&P500 TEMENT 1 Software&ServicesSelectIndustryIndex. TheseindicesareincludedonlyforcomparativepurposesasrequiredbySEC rules and do not necessarilyreflect managementsopinionthatsuchindicesareanappropriatemeasureoftherelative performanceofourcommonstock.Stockholderreturnsovertheindicatedperiodsshouldnotbeconsideredindicativeof future stock price or stockholder returns. $400 $300 $200 $158 $144 $100 $97 $0 2017 2018 2019 2020 2021 2022 PayPal Holdings, Inc. S&P 500 Index S&P Software & Services Select Industry Index 1 In March2023,PayPalwasreclassifiedfromtheS&P500InformationTechnologysectorintoanewsub-industryintheS&P500Financialssectorcalled“TransactionandPayment ProcessingServices.”

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Our Mission Our mission is to democratize financial services to ensure that everyone, regardless of background or economic standing, has access to affordable, convenient and secure products and services to take control of their financial lives. Our Vision Our vision is to make the movement and management of money as simple, secure and affordable as possible. Our Values & Leadership Principles Our core values of Inclusion, Innovation, Collaboration and Wellness are the driving force behind our mission and form the foundation of our operating philosophy. Our Leadership Principles translate our values into a common set of expectations for all employees to support our next chapter of growth. Inclusion Innovation Collaboration Wellness We Partner We Dare We Deliver We Care Do the Be a Generate Know right thing customer enduring yourself & champion impact each other Choose Never Work as Learn inclusion stand still one team every day Trust each Create Be Build other simplicity & transparent the next effeciency generation

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