PayPal美股招股说明书(2026-05-14版)

$2,000,000,000 PAYPAL HOLDINGS, INC. $650,000,000 4.550% Notes due 2028$850,000,000 4.950% Notes due 2031$500,000,000 5.550% Notes due 2036 We are offering $650,000,000 of our 4.550% notes due 2028 (the “2028 notes”), $850,000,000 of our 4.950% notes due 2031 (the “2031 notes”) and $500,000,000 of our 5.550%notes due 2036 (the “2036 notes” and, together with the 2028 notes and the 2031 notes, the “notes”). We will pay interest on the notes semi-annually in arrears on June 1 and December 1 of each year, beginning on December1, 2026. The 2028 notes will mature on June1, 2028.The 2031 notes will mature on June 1, 2031.The 2036 notes will mature on June1, 2036. We may redeem the notes in whole or in part at any time or from time to time at the redemption prices described under “Description of Notes—Optional Redemption.” Upon aChange of Control Repurchase Event (as defined below), we may be required to make an offer to repurchase all outstanding notes as described under “Description of Notes—Change of Control Repurchase Event.” The notes will be our senior unsecured obligations and will rank equally in right of payment with all of our other senior unsecured obligations from time to time outstanding. Thenotes will be issued only in registered book-entry form and in denominations of $2,000 and integral multiples of $1,000 thereafter. The notes will not be listed on any securitiesexchange. Currently, there is no public market for any series of the notes. Investing in the notes involves certain risks. See “RiskFactors” beginning on pageS-5 of this prospectus supplement and in thedocuments incorporated by reference herein for a discussion of certain risks that you should consider in connection with an investment in thenotes. Neither the Securities and Exchange Commission nor any state or other securities commission has approved or disapproved of these securities or determined if thisprospectus supplement and the accompanying prospectus are truthful or complete. Any representation to the contrary is a criminal offense. The notes will be ready for delivery in book-entry form, only through the facilities of The Depository Trust Company for the accounts of its participants, which may includeClearstream Banking, société anonyme, and Euroclear Bank S.A./N.V., as operator of the Euroclear System, against payment in New York, New York, on or about May15, 2026,which will be the third business day following the date of this prospectus supplement (such settlement being referred to as “T+3”). Pursuant toRule15c6-1underthe ExchangeAct, trades in the secondary market generally are required to settle in one business day unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers ofthe notes who wish to trade the notes prior to the first business day preceding the settlement date will be required, by virtue of the fact that the notes initially will settle in T+3, tospecify an alternative settlement cycle at the time of any such trade to prevent failed settlement and should consult their own advisors. GoldmanSachs&Co.LLC SantanderSMBC NikkoSiebertWilliamsShank Table of Contents TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN DOCUMENTS BY REFERENCEFORWARD-LOOKING STATEMENTSSUMMARYRISK FACTORSUSE OF PROCEEDSCAPITALIZATIONDESCRIPTION OF NOTESU.S. FEDERAL INCOME TAX CONSIDERATIONSFORNON-U.S.HOLDERSUNDERWRITING (CONFLICTS OF INTEREST)LEGAL MATTERSEXPERTS Prospectus ABOUT THIS PROSPECTUSWHERE YOU CAN FIND MORE INFORMATION INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCEFORWARD-LOOKING STATEMENTS THE COMPANYRISK FACTORSUSE OF PROCEEDSDESCRIPTION OF SECURITIESDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF DEPOSITARY SHARESDESCRIPTION OF DEBT SECURITIES DESCRIPTION OF WARRANTS DESCRIPTION OF PURCHASE CONTRACTS AND PURCHASE UNITS PLAN OF DISTRIBUTION Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are each part of an automatic shelf registration statement onFormS-3thatwe filedwith the Securities and Exchange Commission (the “SEC”) as a “well-known seasoned issuer” as defined in Rule405 of the Securities Act of 1933, asamended (the “Securities Act”). Under the shelf registration process, we may from time to time offer and sell to the public any or all of the debtsecurities described in the registration statement in one or more offerings. This document is in two parts. The first part, which is this prospectussupplement, describes the specific terms of the notes we are offering and other matters relating to us. The second part, which is the accompanyingprospectus, gives more general information about the various securities we may offer from time to time, some of which may not apply to the notesoffered by this prospectus supplement. Generally when we refer to the “prospectus supplement,” we are referring to both parts combined. Thisprospectus supplement may