So here we go again. PayPal Holdings (PYPL) shares took a tumble on Thursday as that familiar ghost returned to haunt the halls of the payments giant: takeover chatter.

The stock dropped nearly 5% to $45.05, which is the kind of move that makes you wonder if someone knows something. But according to reports, nobody actually knows anything—at least not about imminent deals. Semafor, citing people familiar with the matter, says PayPal hasn't opened sale negotiations with Stripe or any other potential suitor.

Which raises the obvious question: if they're not in talks, why is everyone talking about talks?

Here's the interesting part. PayPal has apparently been working with bankers for months on preparations for either an activist campaign or an unwanted takeover bid. Management grew concerned after watching the stock slide steeply, according to the report. Think of it as financial disaster preparedness—you hope you never need it, but you'd rather have the plans ready just in case.

This preparation work began under former CEO Alex Chriss, who left earlier this year. Now incoming CEO Enrique Lores, a veteran of HP Inc. (HPQ), starts next week. That's quite the welcome package: "Here's your new office, here's your login credentials, and by the way, we've been preparing defense strategies against activist investors and potential acquirers."

The timing of all this chatter isn't random. Bloomberg reported on Tuesday that Stripe had weighed a move for all or parts of PayPal. When a major competitor starts sniffing around, people notice. Even if nothing's happening right now, the market starts pricing in the possibility that something might happen eventually.

The Numbers That Started the Worry

To understand why PayPal management might be worried about activists or takeovers, you need to look at the numbers. On February 3, the company reported what can politely be called "subpar" fourth-quarter results.

PayPal reported quarterly earnings of $1.23 per share, which missed the analyst consensus estimate of $1.28 by 4.28%. Now, that's not a complete disaster—it's actually a 3.36% increase over earnings of $1.19 per share from the same period last year. But when you miss expectations, especially in this market, investors get twitchy.

The revenue story was similar: quarterly sales of $8.676 billion missed the analyst consensus estimate of $8.801 billion by 1.42%. Again, not catastrophic—it's a 3.71% increase over sales of $8.366 billion in the same period last year—but it's the kind of miss that makes activist investors start circling.

Here's how this all connects: stock slides after disappointing earnings, which makes the company cheaper to acquire, which attracts speculation about takeovers, which makes management prepare defenses, which gets reported, which fuels more speculation. It's a self-reinforcing cycle of financial anxiety.

The market's reaction tells you everything you need to know about how investors are thinking about this. A nearly 5% drop on takeover rumors, even when reports say there aren't actually any talks happening, suggests that either (a) investors think the rumors might be true despite the denials, or (b) they wish the rumors were true because they'd like to see PayPal get acquired.

Neither scenario is particularly comforting if you're sitting in PayPal's executive offices. When your stock drops on rumors you're going to get bought, it's like your friends betting on how soon you'll get fired from your job.

What happens next depends largely on the new CEO. Enrique Lores comes from HP, which has its own experience with activist investors and corporate transformations. He'll need to decide whether to continue the defensive preparations or shift to a more offensive strategy to boost the stock price and make takeover talk less appealing.

For now, PayPal finds itself in that awkward position companies hate: everyone's talking about who might buy them, but nobody's actually at the table making offers. It's like being the last single person at a wedding—everyone's speculating about your love life, but you're just trying to enjoy the cake.