UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 31, 2025
PayPal Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36859 | 47-2989869 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
2211 North First Street
San Jose, CA 95131
(Address of principal executive offices)
(408) 967-7000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common stock, $0.0001 par value per share | PYPL | NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On February 25, 2025, PayPal, Holdings, Inc. (the “Company”) announced that Jamie Miller, the Company’s Executive Vice President, Chief Financial Officer, has been appointed to the expanded role of Chief Financial and Operating Officer, effective February 25, 2025.
Information regarding Ms. Miller’s background and business experience, contracts between the Company and Ms. Miller, and any related party transactions involving Ms. Miller is incorporated by reference herein from the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 9, 2024.
| Item 7.01. | Regulation FD Disclosure |
The information in Item 7.01 of this Current Report, including the accompanying Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of Section 18. The information in Item 7.01 of this Current Report shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language contained in such filing.
On February 25, 2025, in connection with the Company’s February 25, 2025 Investor Day event, the Company issued a press release which, among other things, reaffirms the Company’s full year 2025 financial guidance and provides an outlook by 2027 and for other periods. A copy of the press release is included with this Form 8-K for convenience and attached hereto as Exhibit 99.1. The Investor Day event will be broadcast live on PayPal’s Investor Relations website today at https://paypal2025irday.q4ir.com/home/default.aspx beginning at 8:30 a.m. Eastern Time. Following the event, materials and an archived version of the broadcast will be available at the same location.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
| 99.1 | Press release dated February 25, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PayPal Holdings, Inc. | ||||||
| (Registrant) | ||||||
| Date: February 25, 2025 | /s/ Brian Y. Yamasaki | |||||
| Name: Brian Y. Yamasaki | ||||||
| Title: Vice President, Corporate Legal and Secretary | ||||||
