Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

On April 24, 2022 (the "Approval Date"), in connection with the previously announced resignation of John D. Rainey as Chief Financial Officer and Executive Vice President, Global Customer Operations of the Company, the Compensation Committee of the Board of Directors of the Company approved a $100,000 cash transition bonus, which will be payable to Mr. Rainey within two and a half months following his employment termination date, subject to Mr. Rainey remaining continuously employed by the Company until May 23, 2022. Mr. Rainey's cash transition bonus is intended to help incentivize Mr. Rainey to continue the transition of his duties through his employment termination date, uninterrupted by any time off including under the PayPal Sabbatical Plan.

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