PayPal Holdings, Inc.

1 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONW ashington, 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .Commission file number 001-36859 PayPal Holdings, Inc.(Exact Name of Registrant as Specified in Its Charter) Delaware47-2989869(State or Other Jurisdiction of Incorporation or Organization)( Employer Identification No.)2211 North First StreetSan Jose,California95131(Address of Principal Executive Offices)(Zip Code)(408) 967-1000(Registrant s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act:Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon stock, $ par value per sharePYPLNASDAQ Global Select MarketSecurities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

2 Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past90 days. Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS-T ( of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerginggrowth company.

3 See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2of the Exchange Accelerated Filer Accelerated Filer Non-accelerated Filer Smaller reporting company 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 orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 7262(b)) by the registered public accounting firm that prepared or issued its auditreport. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

4 Yes No As of June 30, 2021, the aggregate market value of the registrant s common stock held by non-affiliates of the registrant was approximately $ billion basedon the closing sale price as reported on the NASDAQ Global Select of January 28, 2022, there were 1,165,004,913 shares of common stock INCORPORATED BY REFERENCEP ortions of the registrant s definitive proxy statement for its 2022 Annual Meeting of Stockholders are incorporated herein by reference in Part III of this AnnualReport on Form 10-K to the extent stated herein. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of theregistrant s fiscal year ended December 31, of ContentsTABLE OF CONTENTS PagePart IItem Factors16 Item Staff Comments30 Item Proceedings32 Item Safety Disclosures32 Part IIItem for Registrant s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities32 Item and Reserved33 Item s Discussion and Analysis of financial Condition and Results of Operations33 Item and Qualitative Disclosures About Market Risk54 Item Statements and Supplementary Data55 Item in and Disagreements With Accountants on Accounting and financial Disclosure56 Item and Procedures56 Item Information56 Item Regarding Foreign Jurisdictions that Prevent Inspections56 Part IIIItem.

5 Executive Officers and Corporate Governance56 Item Compensation56 Item Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters57 Item Relationships and Related Transactions, and Director Independence57 Item Accounting Fees and Services57 Part IVItem , financial Statement Schedules58 Item 10-K Summary122 Trademarks, Trade Names and Service MarksPayPal owns or has rights to use the trademarks, service marks, and trade names that it uses in conjunction with the operation of its business. Some of the moreimportant trademarks that PayPal owns or has rights to use that appear in this Annual Report on Form 10-K include: PayPal , PayPal Credit , Braintree, Venmo,Xoom, Zettle, Hyperwallet, Honey, and Paidy, which may be registered or trademarked in the United States and other jurisdictions. PayPal s rights to some ofthese trademarks may be limited to select markets. Each trademark, trade name, or service mark of any other company appearing in this Annual Report on Form10-K is, to PayPal s knowledge, owned by such other of ContentsPART IFORWARD-LOOKING STATEMENTSThis Annual Report on Form 10-K ( Form 10-K ) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 andSection 21E of the Securities Exchange Act of 1934, including statements that involve expectations, plans or intentions, such as those relating to future business,future results of operations or financial condition, new or planned features or services, mergers or acquisitions, or management strategies.

6 Additionally, ourforward-looking statements include expectations related to anticipated impacts of the coronavirus ( COVID-19 ) pandemic. These forward-looking statementscan be identified by words such as may, will, would, should, could, expect, anticipate, believe, estimate, intend, strategy, future, opportunity, plan, project, forecast, and other similar expressions. These forward-looking statements involve risks and uncertainties that could causeour actual results and financial condition to differ materially from those expressed or implied in our forward-looking statements. Such risks and uncertaintiesinclude, among others, those discussed in Item 1A. Risk Factors of this Form 10-K, as well as in our consolidated financial statements, related notes, and theother information appearing in this report and our other filings with the Securities and Exchange Commission ( SEC ). We do not intend, and undertake noobligation except as required by law, to update any of our forward-looking statements after the date of this report to reflect actual results or future events orcircumstances.

7 Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. You should read theinformation in this report in conjunction with the audited consolidated financial statements and the related notes that appear in this 1. BUSINESSOVERVIEWPayPal Holdings, Inc. was incorporated in Delaware in January 2015 and is a leading technology platform that enables digital payments and simplifies commerceexperiences on behalf of merchants and consumers worldwide. PayPal is committed to democratizing financial services to help improve the financial health ofindividuals and to increase economic opportunity for entrepreneurs and businesses of all sizes around the world. Our goal is to enable our merchants andconsumers to manage and move their money anywhere in the world in the markets we serve, anytime, on any platform, and using any device when sendingpayments or getting paid. We believe that effective management of environmental, social, and governance ( ESG ) risks and opportunities is essential to deliver onour mission and strategy.

8 Our core values of Collaboration, Inclusion, Innovation, and Wellness are the driving forces behind our mission and form the foundationof our operating philosophy. We believe that they help stimulate the creativity and engagement of our global workforce to deliver products and services designedto meet the diverse needs of our customers. Unless otherwise expressly stated or the context otherwise requires, references to we, our, us, the Company, or PayPal refer to PayPal Holdings, Inc. and its consolidated of ContentsPayPal s payment solutions enable our customers to send and receive payments. We operate a global, two-sided network at scale that connects merchants andconsumers with 426 million active accounts (consisting of 392 million consumer active accounts and 34 million merchant active accounts) across more than 200markets. PayPal helps merchants and consumers connect, transact, and complete payments, whether they are online or in person.

9 PayPal is more than a connectionto third-party payment networks. We provide proprietary payment solutions accepted by merchants that enable the completion of payments on our paymentsplatform on behalf of our offer our customers the flexibility to use their accounts to purchase and receive payments for goods and services, as well as the ability to transfer and withdrawfunds. We enable consumers to exchange funds more safely with merchants using a variety of funding sources, which may include a bank account, a PayPal orVenmo account balance, PayPal and Venmo branded credit products, a credit card, a debit card, certain cryptocurrencies, or other stored value products such as giftcards, and eligible credit card rewards. Our PayPal , Venmo, and Xoom products also make it safer and simpler for friends and family to transfer funds to eachother. We offer merchants an end-to-end payments solution that provides authorization and settlement capabilities, as well as instant access to funds and also help merchants connect with their customers, process exchanges and returns, and manage risk.

10 We enable consumers to engage in cross-border shoppingand merchants to extend their global reach while reducing the complexity and friction involved in enabling cross-border earn revenues primarily by charging fees for completing payment transactions for our customers and other payment-related services that are typically based onthe volume of activity processed on our payments platform. We generally do not charge customers to fund or draw from their accounts; however, we generaterevenue from customers on fees charged for foreign currency conversion, instant transfers from their PayPal or Venmo account to their debit card or bank account,and to facilitate the purchase and sale of cryptocurrencies. We also earn revenue by providing other value added services, which comprises revenue earned throughpartnerships, interest and fees from our merchant and consumer credit products, referral fees, subscription fees, gateway services, and other services that weprovide to our merchants and of ContentsKEY PERFORMANCE METRICSWe measure the relevance of our products and services to our customers and the performance and success of our business through active accounts, paymenttransactions, and total payment volume:An active account is an account registered directly with PayPal or a platform access partner that has completed a transaction on our platform, not includinggateway-exclusive transactions, within the past 12 months.