PYPL

• Net revenues increased 5% to $8.7 billion in Q2 2026, with currency-neutral growth of 3%.
• GAAP EPS decreased 3% to $1.25; non-GAAP EPS decreased 1% to $1.38.
• Total payment volume increased 10% to $486.4 billion; active accounts rose 0.3% to 439 million.
• Company raised full-year 2026 non-GAAP EPS guidance to ~$5.38, while reaffirming GAAP EPS guidance of mid-single digit decline.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Diego Scotti will cease to serve as EVP, General Manager, Consumer Group effective June 2, 2026.
• Stockholders approved the 2026 Equity Incentive Award Plan, authorizing up to 39.1 million new shares plus up to 44.6 million shares from the 2015 Plan.
• All 11 director nominees were elected, each receiving over 96% of votes cast.
• Stockholders ratified PricewaterhouseCoopers as independent auditor and rejected two stockholder proposals.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 5.07 Submission of Matters to a Vote of Security Holders · 9.01 Financial Statements and Exhibits

• The offering comprised $650M of 4.550% notes due 2028, $850M of 4.950% notes due 2031, and $500M of 5.550% notes due 2036.
• Interest on the notes is payable semiannually on June 1 and December 1, beginning December 1, 2026.
• The notes are unsecured senior obligations, ranking equally with existing and future unsecured unsubordinated debt.
• The notes were issued under an indenture with Computershare Trust Company, N.A. as trustee, and are subject to change-of-control repurchase at 101% of principal plus accrued interest.

8.01 Other Events · 9.01 Financial Statements and Exhibits

• Net revenues increased 7% to $8.4 billion in Q1 2026, with currency-neutral growth of 5%.
• GAAP EPS decreased 6% to $1.21; non-GAAP EPS increased 1% to $1.34.
• Total payment volume increased 11% to $464.0 billion; active accounts increased 1% to 439 million.
• For Q2 2026, PayPal guides GAAP EPS to mid-single digit decline and non-GAAP EPS to high-single digit decline; for FY 2026, reiterates GAAP EPS mid-single digit decline and non-GAAP EPS low-single digit decline to slightly positive.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Gill entered into a separation and release agreement on April 27, 2026, entitling her to severance under PayPal's Executive Change in Control and Severance Plan for a termination without cause.
• PayPal will adopt a simplified three-business operating model: Checkout Solutions & PayPal, Consumer Financial Services & Venmo, and Payment Services & Crypto.
• Frank Keller was appointed President of Checkout Solutions & PayPal; Alexis Sowa and Jeff Pomeroy were named interim leads for the other two business units.
• Antonio Lucio joins as Chief Marketing & Corporate Affairs Officer, and Anshu Bhardwaj as Chief AI Transformation & Simplification Officer.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• Henry fills a vacancy created by increasing the board size from 11 to 12 directors and will serve on the Compensation and Risk and Compliance Committees.
• As a non-employee director, Henry will receive compensation per PayPal's Independent Director Compensation Policy.
• On March 20, 2026, Gail J. McGovern informed PayPal she will not stand for re-election at the 2026 Annual Meeting; her decision was not due to any disagreement with the company.
• The board will reduce to 11 directors effective immediately before the 2026 Annual Meeting, and Ann Sarnoff will succeed McGovern as chair of the Corporate Governance and Nominating Committee.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits

• Full year 2025 net revenues increased 4% to $33.2 billion; GAAP EPS up 35% to $5.41, non-GAAP EPS up 14% to $5.31.
• Q4 total payment volume increased 9% to $475.1 billion; full year TPV up 7% to $1.79 trillion.
• Active accounts grew 1.1% to 439 million; Q4 cash flow from operations was $2.4 billion, free cash flow $2.2 billion.
• Board declared quarterly dividend of $0.14 per share payable March 25, 2026; 2026 guidance expects mid-single digit decline in GAAP EPS for Q1 and full year.
• Board appointed Enrique Lores as next President and CEO, effective as announced.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Enrique Lores, former CEO of HP Inc., will become PayPal's President and CEO on March 1, 2026, succeeding Alex Chriss.
• Jamie Miller, Chief Financial and Operating Officer, will serve as Interim President and CEO until Lores assumes the role.
• David Dorman has been appointed as Chair of the Board, effective February 2, 2026.
• Lores' offer letter includes a $1.45 million base salary, 200% target bonus, and equity awards totaling over $73 million in grant date value.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits