ETSY 8-K
Etsy Inc (ETSY)
8-K
2026-05-28
For: 2026-05-21
View Original
Added on
May 29, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________
FORM 8-K
_____________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 21, 2026
(Exact name of registrant as specified in its charter)
_____________________________________
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices, including zip code)
(718 ) 880-3660
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
_____________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. □
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Item 1.01. Entry into a Material Definitive Agreement.
On May 21, 2026, Etsy, Inc., a Delaware corporation ("Etsy"), entered into a letter agreement (the "Letter Agreement") with eBay Inc., a Delaware corporation ("Purchaser"), in connection with the previously announced Sale and Purchase Agreement, dated as of February 15, 2026 (the "Purchase Agreement"), between Etsy and Purchaser, pursuant to which Purchaser agreed to acquire all of the outstanding equity interests of Depop Limited (“Depop”), a wholly-owned subsidiary of Etsy, from Etsy (the "Transaction").
As announced on April 29, 2026, the parties expect the Transaction to close by the end of the third quarter of 2026, rather than the prior expectation of the second quarter of 2026.
As previously disclosed, the purchase price of approximately $1.2 billion will be adjusted, up to a specified cap, for certain investments Etsy and Depop may, in their sole discretion, make in the Depop business prior to the closing of the Transaction, along with certain other adjustments specified in the Purchase Agreement. The Purchase Agreement provides that Purchaser will be required to pay Etsy a termination fee of $90 million if the Purchase Agreement is terminated as a result of a failure to achieve certain regulatory clearances. The Purchase Agreement provides further that, upon certain termination events, Purchaser will be required to pay Etsy an additional termination fee of $70 million.
In light of the duration of the pre-closing period for the Transaction, the Letter Agreement is intended to enable Etsy and Depop to make continued investments, in their sole discretion, to maintain the competitiveness of the Depop business. The Letter Agreement provides that, if the Purchase Agreement is validly terminated (other than as a result of a willful breach by Etsy of certain of its obligations under the Purchase Agreement or Etsy's fraud), Purchaser will pay Etsy an additional fee in an amount that depends on the date of such termination, ranging from $0 if such termination occurs on or before June 15, 2026 to $136 million if such termination occurs after July 31, 2026.
The foregoing description of the Letter Agreement is not complete and is qualified in its entirety by reference to the full text of the Letter Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | ||||
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ETSY, INC.
By: /s/ Colin Stretch
Colin Stretch
Chief Legal Officer
Dated: May 28, 2026
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Exhibit 2.1
LETTER AGREEMENT
This LETTER AGREEMENT (this “Letter Agreement”), dated as of May 21, 2026, is entered into by and between eBay Inc., a Delaware corporation (“Buyer”), and Etsy, Inc., a Delaware corporation (“Seller” and together with Buyer, the “Parties”). Terms used but not defined herein shall have the meanings ascribed thereto in the Sale and Purchase Agreement, dated as of February 15, 2026, between the Parties, as amended (the “SPA”).
WHEREAS, the Parties acknowledge that, due to the ongoing regulatory approval process, the Pre-Closing Period is longer than anticipated by the Parties,
WHEREAS, the Parties also acknowledge that the Company is facing strong competitive pressure in several countries, and
WHEREAS, on account of such prolonged Pre-Closing Period and urgent commercial pressure in the US and Australia, Buyer has agreed to pay to Seller a fee, in the amount and under the conditions set forth below.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
1.If the SPA is validly terminated pursuant to Article X of the SPA (other than by Buyer (i) pursuant to Section 10.1(e) of the SPA with respect to a Willful Breach by Seller of any of its obligations under Sections 6.2, 6.4 or 6.5 or Exhibit F of the SPA or (ii) as a result of Seller’s Fraud), Buyer shall pay a fee (the “Business Disruption Fee”), in the amount set forth in the table below opposite the applicable date on which such termination occurs, to Seller by wire transfer in immediately available funds within two Business Days following such termination, without prejudice to any other payments that become payable pursuant to the terms of the SPA.
If the termination occurs: | Business Disruption Fee Amount | ||||
On or before June 15, 2026 | $0 | ||||
After June 15, 2026, but on or before June 30, 2026 | $34,000,000 | ||||
After June 30, 2026, but on or before July 15, 2026 | $68,000,000 | ||||
After July 15, 2026, but on or before July 31, 2026, | $102,000,000 | ||||
After July 31, 2026 | $136,000,000 | ||||
For the avoidance of doubt (i) in no event shall the amount of the Business Disruption Fee payable hereunder exceed $136,000,000 and (ii) no Business Disruption Fee shall be payable if the Closing occurs.
2.Notwithstanding Section 1, if the SPA is validly terminated by Buyer (i) pursuant to Section 10.1(e) of the SPA with respect to a Willful Breach by Seller of any of its obligations under Sections 6.2, 6.4 or 6.5 or Exhibit F of the SPA or (ii) as a result of Seller’s Fraud, no Business Disruption Fee shall become payable.
3.No interest shall accrue on any payment hereunder.
4.This Letter Agreement shall automatically terminate and be of no further force and effect upon the earliest to occur of (1) the Closing, (2) the payment of the Business Disruption Fee pursuant to Section 1 and (3) the occurrence of the termination of the SPA specified in Section 2.
5.The provisions of Article XI (Miscellaneous) of the SPA shall apply mutatis mutandis to this Letter Agreement.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Letter Agreement to be duly executed and delivered as of the day and year first above written.
BUYER:
EBAY INC.
By: /s/ Jamie Iannone_______
Name: Jamie Iannone
Title: President, Chief Executive Officer
Name: Jamie Iannone
Title: President, Chief Executive Officer
SELLER:
ETSY, INC.
By:______________________________
Name:
Title:
Name:
Title:
IN WITNESS WHEREOF, the parties hereto have caused this Letter Agreement to be duly executed and delivered as of the day and year first above written.
BUYER:
EBAY INC.
By:______________________________
Name:
Title:
Name:
Title:
SELLER:
ETSY, INC.
By: /s/ Lanny Baker________
Name: Lanny Baker
Title: Chief Financial Officer
Name: Lanny Baker
Title: Chief Financial Officer