PayPal Holdings, Inc. 8-K

What Happened
PayPal Holdings, Inc. filed an 8-K announcing a leadership change: Enrique Lores was appointed President and Chief Executive Officer effective March 1, 2026. Alex Chriss ceased to serve as President and CEO and resigned from the Board effective February 2, 2026; he will remain an employee in a non-officer capacity through March 2, 2026 to help with transition and is eligible for severance under the company’s Executive Severance Plan. Jamie Miller, the company’s Chief Financial and Operating Officer, was named Interim President and CEO effective immediately. David Dorman was appointed Chair of the Board on February 2, 2026; Mr. Lores stepped down as Chair but will remain a Board member.

Key Details

• Enrique Lores’ pay package (Offer Letter dated Feb 2, 2026): $1,450,000 annual base salary and a target annual bonus of 200% of base salary.
• Equity awards for Lores: $20,000,000 make-whole time-vesting RSUs (vesting ratably over 3 years); $16,500,000 in 2026 RSUs and $16,500,000 target 2026 PSUs; $11,000,000 in RSUs covering one-third of 2027 equity grants (vesting schedule noted); and one-time PSUs with $25,000,000 target that vest based on stock-price performance between years 3–5 (max payout 250% of target).
• Jamie Miller retention award: $3,000,000 cash, vesting 67% on Feb 2, 2027 and 33% on Feb 2, 2028, subject to continued employment or qualifying termination.
• Mr. Lores’ background: former Chair and CEO of HP Inc. with ~30 years at HP; he was not selected pursuant to any other arrangement and has no family ties or reportable related-party transactions under Item 404.

Why It Matters
A change in CEO is a material corporate development that can affect strategy, investor expectations and leadership continuity. PayPal disclosed detailed compensation and equity incentives tying Mr. Lores’ pay to multi-year service and stock performance, and it provided retention pay to the interim CEO to support stability during the transition. Investors should note the timing (Chriss’s departure Feb 2, 2026; Lores start Mar 1, 2026), the size and structure of Lores’ equity awards and the interim leadership plan, all of which are reported facts in the 8-K.