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): April 6, 2022

PayPal Holdings, Inc.

(Exact name of registrant as specified in its charter)

2211 North First Street

San Jose, CA 95131

(Address of principal executive offices)

(408) 967-1000

(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):

Securities registered pursuant to Section 12(b) of the Act:

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 April 6, 2022, John D. Rainey notified PayPal Holdings, Inc. (the “Company”) of his decision to resign as Chief Financial Officer and Executive Vice President, Global Customer Operations. Mr. Rainey is departing the Company in late May 2022 to join Walmart Inc. as its Chief Financial Officer.

On April 10, 2022, Gabrielle Rabinovitch was appointed to serve as the Company’s interim Chief Financial Officer, effective immediately upon Mr. Rainey’s departure. Ms. Rabinovitch, age 43, joined the Company in April 2016 and has served as the Company’s Senior Vice President, Corporate Finance and Investor Relations, since September 2021. Prior to that, Ms. Rabinovitch served as the Company’s Vice President, Investor Relations.

The selection of Ms. Rabinovitch to serve as the interim Chief Financial Officer was not pursuant to any arrangement or understanding with respect to any other person. There are no family relationships between Ms. Rabinovitch and any director or executive officer of the Company, and there are no transactions between Ms. Rabinovitch and the Company that would be required to be reported under Item 404(a) of Regulation S-K.

Item 7.01. Regulation FD Disclosure.

On April 12, 2022, the Company issued a press release announcing the resignation of Mr. Rainey and the appointment of Ms. Rabinovitch as interim Chief Financial Officer, effective upon Mr. Rainey’s departure in late May 2022. A copy of the press release is being furnished as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01 of this Current Report on Form 8-K is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or the Exchange Act, and shall not be incorporated or deemed to be incorporated by reference into any filing by the Company under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language contained in such filing, unless otherwise expressly stated in such filing.

Item 9.01. Financial Statements and Exhibits.

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.