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