PYPL: Leadership change

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers . (b) and (e) As previously announced on April 29, 2026, effective as of June 2, 2026, Diego Scotti will cease to serve as the EVP, General Manager, Consumer Group of the Company. In connection with Mr. Scotti’s departure, the Company and Mr. Scotti entered into a separation and release agreement on May 20, 2026, which provides that Mr. Scotti will be eligible to receive the severance payments and benefits applicable upon a termination without cause (and not in connection with a change in control of the Company) under the Company’s Executive Change in Control and Severance Plan. (e) At the 2026 Annual Meeting of Stockholders of PayPal Holdings, Inc. (the “Company”) held on May 19, 2026 (the “Annual Meeting”), the stockholders, upon the recommendation of the Company’s Board of Directors, approved the PayPal Holdings, Inc. 2026 Equity Incentive Award Plan (the “2026 Plan”) to replace the PayPal Holdings, Inc. 2015 Equity Incentive Award Plan, as amended and restated (the “2015 Plan”) as the source of equity awards granted on or after May 19, 2026. The 2026 Plan authorizes the issuance of up to 39,100,000 shares of the Company’s common stock, plus up to 44,600,000 shares of the Company’s common stock underlying awards granted under the 2015 Plan that expire or are terminated, are settled in cash without the delivery of shares, or otherwise become available in accordance with the terms of the 2015 Plan after May 19, 2026. A summary of the 2026 Plan was included as part of Proposal 3 in the Company’s definitive proxy statement filed on Schedule 14A with the Securities and Exchange Commission on April 7, 2026 (the “Proxy