etsy-202607300001370637false00013706372026-07-302026-07-30
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): July 30, 2026
ETSY, INC.
(Exact name of registrant as specified in its charter)
_____________________________________
| | | | | | | | | | | | | | |
| Delaware | | 001-36911 | | 20-4898921 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
117 Adams Street
Brooklyn, New York 11201
(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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.001 par value per share | ETSY | New York Stock Exchange |
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. □
Item 1.01. Entry into a Material Definitive Agreement.
On July 30, 2026, Etsy, Inc. ("Etsy") entered into the Second Amendment to Amended and Restated Credit Agreement (the "Second Amendment to the 2023 Credit Agreement"), by and among Etsy, as borrower, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, which amends that certain Amended and Restated Credit Agreement, dated as of March 24, 2023 (the “2023 Credit Agreement,” as previously amended by the First Amendment to Amended and Restated Credit Agreement, dated as of June 2, 2025, the "First Amendment to the 2023 Credit Agreement," and as further amended by the Second Amendment to the 2023 Credit Agreement).
The Second Amendment to the 2023 Credit Agreement amends the 2023 Credit Agreement to, among other things, permit the disposition of the shares of Depop Limited, a wholly-owned subsidiary of Etsy ("Depop"), pursuant to the Purchase Agreement, as defined in and described further in Item 2.01 below.
The foregoing description of the Second Amendment to the 2023 Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by, reference to the full text of the Second Amendment to the 2023 Credit Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On July 30, 2026, Etsy completed the previously announced sale of Depop to eBay Inc., a Delaware corporation ("eBay”), pursuant to the terms of that certain Sale and Purchase Agreement, dated as of February 15, 2026 (the “Original Purchase Agreement”), as supplemented on May 21, 2026 (the "First Amendment") and as amended on July 12, 2026 (the "Second Amendment" and, together with the Original Purchase Agreement and the First Amendment, the "Purchase Agreement"), by and between Etsy and eBay (the “Transaction”). The aggregate consideration received by Etsy at the closing was approximately $1.4 billion in cash, reflecting the purchase price of $1.2 billion plus $200 million of net purchase price adjustments and interest. The net cash proceeds are further subject to certain post-closing adjustments as set forth in the Purchase Agreement.
The foregoing description of the Purchase Agreement and the Transaction does not purport to be complete and in each case is subject to, and qualified in its entirety by, reference to the full text of the Purchase Agreement, a copy of which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by Etsy on February 18, 2026, as supplemented by the First Amendment, dated May 21, 2026, a copy of which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by Etsy on May 28, 2026; and as amended by the Second Amendment dated July 12, 2026, a copy of which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by Etsy on July 16, 2026; each of which is incorporated herein by reference.
The unaudited pro forma financial information giving effect to the Transaction is filed herewith as Exhibit 99.2.
Item 7.01 Regulation FD Disclosure
On July 30, 2026, Etsy issued a press release announcing the completion of the previously announced sale of Depop to eBay. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.
The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, and shall not be deemed subject to the requirements of amended Item 10 of Regulation S-K or incorporated by reference into any filing under the Securities Act of 1933, as amended, regardless of any general incorporation.
Item 9.01. Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
The unaudited pro forma consolidated financial information of Etsy giving effect to the Transaction is filed as Exhibit 99.2 hereto and is incorporated herein by reference. The unaudited pro forma consolidated financial information is provided for informational purposes only and does not purport to represent Etsy’s actual financial condition or results of operations had the Depop sale occurred on the dates indicated nor does it project Etsy’s results of operations or financial condition for any future period or date. Etsy has prepared the unaudited pro forma
financial information based on available information and using certain assumptions that Etsy’s management believes are reasonable as of the date of this filing. As a result, the actual results reported by Etsy in periods following the Depop sale may differ materially from this unaudited pro forma consolidated financial information.
(d) Exhibits.
The following materials are attached as exhibits to this Current Report on Form 8-K:
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| Exhibit No. | Description |
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| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
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: July 30, 2026
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 30, 2026 (this “Amendment”), by and among Etsy, Inc., a Delaware corporation (the “Borrower”), the Lenders (as defined below) party hereto and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”).
W I T N E S S E T H:
WHEREAS, the Borrower, the other Loan Parties (as defined therein) from time to time party thereto, the lenders from time to time party thereto (the “Lenders”) and the Administrative Agent have entered into that certain Amended and Restated Credit Agreement, dated as of March 24, 2023 (as amended by the First Amendment to Amended and Restated Credit Agreement, dated as of June 2, 2025, and as further amended, restated, amended and restated, modified or supplemented from time to time through the date hereof, the “Credit Agreement”; capitalized terms not otherwise defined in this Amendment having the same meanings assigned thereto in the Credit Agreement);
WHEREAS, pursuant to Section 9.02(b) of the Credit Agreement, the Borrower has requested that the Credit Agreement be amended as more fully described herein and the Lenders party hereto, which constitute the Required Lenders, are so willing to amend the Credit Agreement on the terms and subject to the conditions set forth herein;
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of all of which is hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Amendments to Credit Agreement.
(a)Section 1.01 of the Credit Agreement is hereby amended by inserting the following defined terms in the appropriate alphabetical order therein:
(b)“Second Amendment” means that certain Second Amendment to Amended and Restated Credit Agreement, dated as of July 30, 2026, by and among the Borrower, the Lenders party thereto and the Administrative Agent.
(c)“Second Amendment Effective Date” means the “Amendment Effective Date” under and as defined in the Second Amendment.
(d)Clause (xi) of Section 6.05(a) of the Credit Agreement is hereby amended by deleting the word “and” at the end thereof.
(e)Clause (xii) of Section 6.05(a) of the Credit Agreement is hereby amended by inserting the word “and” at the end thereof.
(f)Section 6.05(a) of the Credit Agreement by is hereby amended by inserting the following as a new clause (xiii) thereof:
(g)“(xiii) the Disposition of the “Shares” (under and as defined in that certain Sale and Purchase Agreement, dated as of February 15, 2026 (the “Depop Purchase Agreement”), by and between the Borrower, as the Seller and eBay Inc., a Delaware corporation, as the Buyer, in accordance in all material
respects with the Depop Purchase Agreement as in effect on the Second Amendment Effective Date;”
(h)The proviso to Section 6.05(a) of the Credit Agreement is hereby amended by deleting the words “, Section 6.05(a)(xi) and Section 6.05(a)(xii)” set forth therein and replacing them with the words “, Section 6.05(a)(xi), Section 6.05(a)(xii) and Section 6.05(a)(xiii)”.
SECTION 2. Representations and Warranties. The Borrower hereby represents and warrants on the Amendment Effective Date that:
(a)The execution, delivery and performance by the Borrower of this Amendment are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder action.
(b)This Amendment has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
(c)The execution, delivery and performance by the Borrower of this Amendment (i) do not, on the part of the Borrower or any of its Subsidiaries, require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (ii) will not violate any Requirement of Law applicable to the Borrower or any of its Subsidiaries or any order of any Governmental Authority, (iii) will not violate or result in a default under, or give rise to a right to require any payment to be made by the Borrower or any of its Subsidiaries under, (A) any indenture or loan agreement, in each case, evidencing Indebtedness in excess of $10 million, (B) any Swap Agreement or (C) any other material agreement, in each case which is binding upon the Borrower or any of its Subsidiaries or its assets, and (iv) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, except Liens created pursuant to the Loan Documents, in each case of clauses (i), (ii) or (iii)(C) hereof, except as could not reasonably be expected to result in a Material Adverse Effect.
(d)At the time of and immediately after the Amendment Effective Date, no Default or Event of Default has occurred and is continuing.
(e)The representations and warranties of the Borrower set forth in the Credit Agreement and in each other Loan Document are true and correct in all material respects with the same effect as though made on and as of such date, except that (i) to the extent that such representations and warranties specifically refer to an earlier date, such representations and warranties are true and correct in all material respects as of such earlier date and (ii) any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” is true and correct in all respects.
SECTION 3. Conditions of Effectiveness of the Amendment. This Amendment shall become effective as of the date on which the following conditions shall have been satisfied (or waived) (the “Amendment Effective Date”):
(a)the Administrative Agent (or its counsel) shall have received (i) counterparts to this Amendment, duly executed by (A) the Borrower and (B) the Lenders constituting the Required Lenders or (ii) written evidence satisfactory to the Administrative Agent (which may include fax or other electronic transmission of a signed signature page of this Amendment) that such parties have signed counterparts of this Amendment;
(b)at the time of and immediately after the Amendment Effective Date, no Default or Event of Default shall have occurred or be continuing;
(c)the representations and warranties of each Loan Party set forth in the Credit Agreement and in each other Loan Document shall be true and correct in all material respects on and as of the Amendment Effective Date with the same effect as though made on and as of such date, except that (i) to the extent that such representations and warranties specifically refer to an earlier date, such representations and warranties shall be true and correct in all material respects as of such earlier date and (ii) any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects; and
(d)the Borrower shall have paid (or caused to be paid) (i) the reasonable and documented fees and expenses of Weil, Gotshal & Manges LLP, as counsel to the Administrative Agent and the Lenders, to the extent invoiced at least two (2) Business Days prior to the Amendment Effective Date, and (ii) the costs and expenses required to be paid by Section 6 of this Amendment.
SECTION 4. Reference to and Effect on the Credit Agreement and the other Loan Documents.
(a)On and after the Amendment Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement, as amended by this Amendment.
(b)The Credit Agreement and each of the other Loan Documents, as specifically amended by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.
(c)The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. On and after the Amendment Effective Date, this Amendment shall for all purposes constitute a Loan Document.
(d)This Amendment shall not extinguish the Loans or any other Obligations outstanding under the Credit Agreement. Nothing contained herein shall be construed as a substitution or novation of the Loans or any other Obligations outstanding under the Credit Agreement, which shall remain outstanding after the Amendment Effective Date as modified hereby.
(e)The Borrower expressly acknowledges and agrees that (i) there has not been, and this Amendment does not constitute or establish, a novation with respect to the Credit Agreement or any other Loan Document, or a mutual departure from the strict terms, provisions, and conditions thereof and (ii) nothing in this Amendment shall affect or limit the Administrative Agent’s or the Lenders’ right to demand payment of liabilities owing from the Borrower to the Administrative Agent or the Lenders under, or to demand strict performance of the terms, provisions and conditions of, the Credit Agreement and the other Loan Documents, to exercise any and all rights, powers, and remedies under the Credit Agreement or the other Loan Documents or at law or in equity, or to do any and all of the foregoing, immediately at any time after the occurrence and continuance of an Event of Default under the Credit Agreement or the other Loan Documents.
(f)This Amendment is a Loan Document executed pursuant to the Credit Agreement and shall be construed, administered and applied in accordance with the terms and provisions thereof.
SECTION 5. Reaffirmation. The Borrower hereby (a) reaffirms its obligations under the Credit Agreement and each other Loan Document to which it is a party, in each case, as amended by this Amendment, (b) reaffirms all Liens on the Collateral which have been granted by it in favor of the Administrative Agent (for the benefit of the Secured Parties) pursuant to the Loan Documents and (c) acknowledges and agrees that the grants of security interests by and the guarantees of the Loan Parties contained in the Loan Documents are, and shall remain, in full force and effect immediately after giving effect to this Amendment.
SECTION 6. Costs and Expenses. The Borrower hereby agrees to pay or reimburse the Administrative Agent for its reasonable and documented out-of-pocket costs and expenses incurred in connection with this Amendment in accordance with, and to the extent required by, the terms and conditions of Section 9.03 of the Credit Agreement.
SECTION 7. Execution in Counterparts. Delivery of an executed counterpart of a signature page of this Amendment by telecopy, emailed .pdf or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Amendment. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to any document to be signed in connection with this Amendment and the transactions contemplated hereby or thereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.
SECTION 8. Governing Law.
(a)This Amendment shall be governed by and construed in accordance with the laws of the State of New York.
(b)The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any U.S. Federal or New York State court sitting in New York, New York in any action or proceeding arising out of or relating to this Amendment or the transactions contemplated hereby, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party hereto agrees that the Administrative Agent and the Secured Parties retain the right to bring proceedings against any Loan Party in the courts of any other jurisdiction solely in connection with the exercise of any rights under any Collateral Document. Nothing in this Amendment or any other Loan Document shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Amendment and the transactions contemplated hereby against any Loan Party or any of their properties in the courts of any jurisdiction.
(c)The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Amendment and the transactions contemplated hereby in any court referred to in clause (b) of this Section 8. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.
SECTION 9. Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, OTHER AGENT (INCLUDING ANY ATTORNEY) OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.
SECTION 10. Headings. Section headings herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.
ETSY, INC.,
as the Borrower
By: /s/ Lanny Baker
Name: Lanny Baker
Title: Chief Financial Officer
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent and a Lender
By: /s/ Grace Mahood
Name: Grace Mahood
Title: Executive Director
CITBANK, N.A.,
as a Lender
By: /s/ Brian Hoatson
Name: Brian Hoatson
Title: Authorized Signatory
GOLDMAN SACHS BANK USA, individually as a Lender
By: /s/ Roopa Chandra
Name: Roopa Chandra
Title: Authorized Signatory
[Signature Page to Second Amendment to Etsy A&R Credit Agreement]
Etsy, Inc. Completes Sale of Depop
Transaction enables exclusive focus on driving sustainable long-term growth for the Etsy marketplace
BROOKLYN, N.Y., July 30, 2026 — Etsy, Inc. (NYSE: ETSY), which owns and operates the Etsy marketplace, the global destination for unique and creative goods, today announced that it has successfully completed the previously announced sale of Depop, a community-powered fashion resale marketplace, to eBay Inc. (Nasdaq: EBAY) for approximately $1.4 billion in cash, reflecting the purchase price of $1.2 billion plus $200 million of net purchase price adjustments and interest. The net cash proceeds are further subject to certain post-closing adjustments. The transaction was finalized following the satisfaction of closing conditions including the receipt of required regulatory approvals.
With the divestiture complete, Etsy plans to utilize the proceeds from the transaction for general corporate purposes aligned with the capital allocation strategy outlined in its April 29th Shareholder Letter, which included plans to accelerate its share repurchase program.
“We are excited for what's next for both Etsy and Depop,” said Kruti Patel Goyal, Chief Executive Officer of Etsy. “This transaction allows us to move forward with a clear focus on building the best marketplace for Etsy's buyers and sellers, and is a strong outcome for our shareholders. We're proud of what the Depop team has built - a truly differentiated brand with a passionate community - and we wish them continued success as part of eBay."
About Etsy
Etsy, Inc. owns and operates the Etsy marketplace, the global destination for unique and creative goods, connecting millions of creative entrepreneurs with buyers around the world.
In a time of increasing automation, it’s our mission to keep human connection at the heart of commerce. That’s why we built a place where creativity lives and thrives because it’s powered by people. We help our community of sellers turn their ideas into successful businesses. Our platform connects them with millions of buyers looking for an alternative—something special with a human touch, for those moments in life that deserve imagination.
Etsy was founded in 2005 and is headquartered in Brooklyn, New York.
Forward-Looking Statements
This press release contains “forward-looking” statements within the meaning of the federal securities laws, including statements regarding the potential benefits of the transaction, the final net cash proceeds and Etsy's intended use of proceeds, and our ability to grow the Etsy marketplace. In some cases, forward-looking statements can be identified by terms such as “aim,” “anticipate,” “believe,” “commit,” “continue,” “could,” “design,” “develop,” “enable,” “estimate,” "expect," “forecast,” “future,” “goal,” “impact,” “intend,” “likely,” “maintain,” “may,” “ongoing,” “opportunity,” “optimistic,” “outlook,” “plan,” “possible,” “potential,” “predict,” “probable,” “pursue,” “remain,” “seek,” “should,” “strategy,” “strive,” “target,” “value,” “will,” “would,” or similar expressions, variations and derivative forms and/or the negatives of those words. Forward-looking statements involve substantial risks and uncertainties that may cause actual results to differ materially from those that Etsy expects. These risks and uncertainties include market risks, trends and conditions, and are more fully described in Etsy’s filings with the Securities and Exchange Commission, including in the section titled “Risk Factors” in Etsy’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 and in the risk factors included in Etsy’s subsequent quarterly and annual reports. In light of such risks, readers are cautioned not to place undue reliance on such forward-looking statements. Forward-looking statements represent beliefs and assumptions of Etsy only as of the date of this press release. Etsy does not intend to update, and disclaims any obligation to update, any of these
forward-looking statements for any reason after the date of this press release or to conform these statements to actual results or revised expectations, except as required by law.
Etsy Contacts:
Investor Relations
Deb Wasser
Media Relations
Lauren Bayse
Etsy, Inc.
Unaudited Pro Forma Consolidated Financial Information
Introduction
As previously disclosed, on February 15, 2026, Etsy, Inc., a Delaware corporation (“Etsy" or the "Company") executed a Sale and Purchase Agreement (the “Original Purchase Agreement”) to sell all of the outstanding equity interests of Depop Limited ("Depop"), a wholly-owned subsidiary of Etsy incorporated under the laws of England and Wales operating its fashion resale marketplace, to eBay Inc., a Delaware corporation (“eBay”). The Original Purchase Agreement, as supplemented May 21, 2026 (the “First Amendment”) and as amended July 12, 2026 (the “Second Amendment”), is referred to herein collectively as the “Purchase Agreement.” Pursuant to the Purchase Agreement, eBay agreed to acquire all of the outstanding equity interests of Depop for a base purchase price of $1.2 billion in cash, subject to certain purchase price adjustments as set forth in the Purchase Agreement. The First Amendment was intended to enable Etsy and Depop to make continued investments, in their sole discretion, to maintain the competitiveness of the Depop business. The Second Amendment established a lockbox structure to fix the economic measurement date for purchase price adjustments (other than transaction expenses) as of July 17, 2026 (the “Lockbox Date”), among other things. Purchase price adjustments include those for Depop’s working capital, transaction expenses, cash, and indebtedness as well as for the value of any forfeited equity awards of Depop employees continuing with eBay, and for certain investments Etsy and Depop, in their sole discretion, made in the Depop business prior to the Lockbox Date.
On July 30, 2026 (the “Closing Date”), pursuant to the Purchase Agreement, Etsy completed the sale of Depop to eBay for aggregate cash consideration of approximately $1.4 billion, reflecting the purchase price of $1.2 billion plus $200 million of net purchase price adjustments and interest as set forth in the Purchase Agreement. The net cash proceeds is further subject to certain post-closing adjustments as set forth in the Purchase Agreement.
The sale of Depop constitutes a significant disposition for purposes of Item 2.01 of Form 8-K. Etsy has also determined that the sale of Depop has met the criteria to be classified as a discontinued operation in accordance with accounting principles generally accepted in the United States of America. Accordingly, the Company began to account for Depop as a discontinued operation beginning in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 (“Q1 2026 Quarterly Report”).
The unaudited pro forma consolidated financial statements presented below have been prepared in accordance with Article 11 of Regulation S-X and has been derived from the Company’s historical consolidated financial statements and are being presented to give effect to the sale of Depop.
The Unaudited Pro Forma Consolidated Balance Sheet as of March 31, 2026 adjusts the Company’s assets, liabilities, and stockholders' deficit to reflect the sale of Depop as of March 31, 2026, including but not limited to, recognition of a gain on sale in accumulated deficit of $805.0 million. The amount of the actual gain on sale to be recorded within our consolidated statements of operations for the three and nine months ended September 30, 2026 will be calculated based on the carrying value of Depop as of the Closing Date, and therefore may differ materially from the gain on sale presented below. The Unaudited Pro Forma Consolidated Statements of Operations for the fiscal years ended December 31, 2025, December 31, 2024, and December 31, 2023 give effect to the sale of Depop as if it had been consummated on January 1, 2023. A pro forma consolidated statement of operations for the three months ended March 31, 2026 is not presented because the historical unaudited condensed consolidated statement of operations included in the Company’s Q1 2026 Quarterly Report already reflects Depop as a discontinued operation.
The unaudited pro forma consolidated financial statements and the accompanying notes should be read in conjunction with:
i.The unaudited interim historical condensed consolidated financial statements of the Company, the accompanying notes, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Company’s Q1 2026 Quarterly Report.
ii.The audited historical financial statements of the Company, the accompanying notes, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Company’s Annual Report on Form 10-K for the fiscal years ended December 31, 2025, December 31, 2024, and December 31, 2023.
The unaudited pro forma consolidated financial information is provided for informational purposes only and does not purport to represent the Company’s actual financial condition or results of operations had the Depop sale occurred on the dates indicated nor does it project the Company’s results of operations or financial condition for any future
period or date. The Company has prepared the unaudited pro forma financial information based on available information and using certain assumptions that the Company’s management believes are reasonable as of the date of this filing. As a result, the actual results reported by the Company in periods following the Depop sale may differ materially from this unaudited pro forma consolidated financial information.
Pro Forma Consolidated Balance Sheet (Unaudited)
(In thousands, except per share amounts)
| | | | | | | | | | | | | | | | | | | |
| As of March 31, 2026 |
| Historical
(As Reported) | Removal of Depop Discontinued Operations
(Note A) | | | Transaction Adjustments | Notes | Pro Forma |
| ASSETS | | | | | | | |
| Current assets: | | | | | | | |
| Cash and cash equivalents | $ | 1,214,374 | | $ | — | | | | $ | 1,399,914 | | B (i) | $ | 2,614,288 | |
| Short-term investments | 211,391 | | — | | | | — | | | 211,391 | |
| Accounts receivable, net of expected credit losses | 8,711 | | — | | | | — | | | 8,711 | |
| Prepaid and other current assets | 98,625 | | — | | | | — | | | 98,625 | |
| Funds receivable and seller accounts | 185,863 | | — | | | | — | | | 185,863 | |
| Current assets of discontinued operations | 393,845 | | (393,845) | | | | — | | | — | |
| Total current assets | 2,112,809 | | (393,845) | | | | 1,399,914 | | | 3,118,878 | |
| Restricted cash | 7,591 | | — | | | | — | | | 7,591 | |
| Property and equipment, net of accumulated depreciation and amortization | 202,426 | | — | | | | — | | | 202,426 | |
| Goodwill | 37,600 | | — | | | | — | | | 37,600 | |
| Intangible assets, net of accumulated amortization | 13,168 | | — | | | | — | | | 13,168 | |
| Deferred tax assets | 114,612 | | — | | | | — | | | 114,612 | |
| Long-term investments | 150,591 | | — | | | | — | | | 150,591 | |
| Other assets | 42,256 | | — | | | | — | | | 42,256 | |
| | | | | | | |
| Total assets | $ | 2,681,053 | | $ | (393,845) | | | | $ | 1,399,914 | | | $ | 3,687,122 | |
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | | | | | | | |
| Current liabilities: | | | | | | | |
| Accounts payable | $ | 15,444 | | $ | — | | | | $ | — | | | $ | 15,444 | |
| Accrued expenses | 260,602 | | — | | | | 20,632 | | (C) | 281,234 | |
| Short-term debt, net | 649,301 | | — | | | | — | | | 649,301 | |
| Funds payable and amounts due to sellers | 185,863 | | — | | | | — | | | 185,863 | |
| Deferred revenue | 30,347 | | — | | | | — | | | 30,347 | |
| Other current liabilities | 57,142 | | — | | | | — | | | 57,142 | |
| Current liabilities of discontinued operations | 51,854 | | (51,854) | | | | — | | | — | |
| Total current liabilities | 1,250,553 | | (51,854) | | | | 20,632 | | | 1,219,331 | |
| Finance lease obligations—net of current portion | 91,902 | | — | | | | — | | | 91,902 | |
| Deferred tax liabilities | 9,783 | | — | | | | — | | | 9,783 | |
| Long-term debt, net | 2,334,570 | | — | | | | — | | | 2,334,570 | |
| Other liabilities | 131,117 | | — | | | | — | | | 131,117 | |
| | | | | | | |
| Total liabilities | 3,817,925 | | (51,854) | | | | 20,632 | | | 3,786,703 | |
| | | | | | | |
| Stockholders’ deficit: | | | | | | | |
| Common stock ($0.001 par value, 1,400,000 shares authorized as of March 31, 2026; 94,887 shares issued and outstanding as of March 31, 2026) | 95 | | — | | | | — | | | 95 | |
| Preferred stock ($0.001 par value, 25,000 shares authorized as of March 31, 2026) | — | | — | | | | — | | | — | |
| Additional paid-in capital | 1,583,820 | | — | | | | — | | | 1,583,820 | |
| Accumulated deficit | (2,480,727) | | — | | | | 795,126 | | B (ii), (C) | (1,685,601) | |
| Accumulated other comprehensive (loss) income | (240,060) | | — | | | | 242,165 | | B (iii) | 2,105 | |
| Total stockholders’ deficit | (1,136,872) | | — | | | | 1,037,291 | | | (99,581) | |
| Total liabilities and stockholders’ deficit | $ | 2,681,053 | | $ | (51,854) | | | | $ | 1,057,923 | | | $ | 3,687,122 | |
See accompanying notes to Unaudited Pro Forma Consolidated Financial Statements.
Pro Forma Consolidated Statement of Operations (Unaudited)
(In thousands, except per share amounts)
| | | | | | | | | | | | | | | | | | |
| Year ended December 31, 2025 |
| Historical
(As Reported) | Removal of Depop Discontinued Operations
(Note A) | Removal of Reverb
(Note D) | Transaction Adjustments
(Note E) | | Pro Forma |
| Revenue | $ | 2,883,501 | | $ | (186,559) | | $ | (43,236) | | $ | — | | | $ | 2,653,706 | |
| Cost of revenue | 817,800 | | (108,770) | | (21,439) | | 91 | | | 687,682 | |
| Gross profit | 2,065,701 | | (77,789) | | (21,797) | | (91) | | | 1,966,024 | |
| Operating expenses: | | | | | | |
| Marketing | 914,830 | | (119,012) | | (11,380) | | 251 | | | 784,689 | |
| Product development | 450,192 | | (48,988) | | (7,270) | | 1,363 | | | 395,297 | |
| General and administrative | 332,766 | | (18,666) | | (9,774) | | 8,216 | | | 312,542 | |
| Asset impairment charge | 101,703 | | — | | (101,703) | | — | | | — | |
| Total operating expenses | 1,799,491 | | (186,666) | | (130,127) | | 9,830 | | | 1,492,528 | |
| Income from operations | 266,210 | | 108,877 | | 108,330 | | (9,921) | | | 473,496 | |
| Other expense: | | | | | | |
| Interest expense | (18,509) | | — | | — | | — | | | (18,509) | |
| Interest and other income | 44,489 | | — | | 380 | | — | | | 44,869 | |
| Foreign exchange loss | (40,428) | | 53 | | (573) | | — | | | (40,948) | |
| Loss on sale of business | (5,097) | | — | | — | | — | | | (5,097) | |
| Total other expense | (19,545) | | 53 | | (193) | | — | | | (19,685) | |
| Income before income taxes | 246,665 | | 108,930 | | 108,137 | | (9,921) | | | 453,811 | |
| Provision for income taxes | (83,683) | | (552) | | 109 | | — | | | (84,126) | |
| Net income | $ | 162,982 | | $ | 108,378 | | $ | 108,246 | | $ | (9,921) | | | $ | 369,685 | |
| Net income per share attributable to common stockholders: | | | | | | |
| Basic | $ | 1.59 | | | | | | $ | 3.61 | |
| Diluted | $ | 1.39 | | | | | | $ | 3.06 | |
| Weighted average common shares outstanding: | | | | | | |
| Basic | 102,356 | | | | | | 102,356 | |
| Diluted | 124,114 | | | | | | 124,114 | |
See accompanying notes to Unaudited Pro Forma Consolidated Financial Statements.
Pro Forma Consolidated Statement of Operations (Unaudited)
(In thousands, except per share amounts)
| | | | | | | | | | | | | | |
| Year ended December 31, 2024 |
| Historical
(As Reported) | Removal of Depop Discontinued Operations
(Note A) | | | | Pro Forma |
| Revenue | $ | 2,808,332 | | $ | (129,411) | | | | | $ | 2,678,921 | |
| Cost of revenue | 774,554 | | (87,245) | | | | | 687,309 | |
| Gross profit | 2,033,778 | | (42,166) | | | | | 1,991,612 | |
| Operating expenses: | | | | | | |
| Marketing | 856,565 | | (65,592) | | | | | 790,973 | |
| Product development | 443,056 | | (45,549) | | | | | 397,507 | |
| General and administrative | 353,949 | | (24,125) | | | | | 329,824 | |
| | | | | | |
| Total operating expenses | 1,653,570 | | (135,266) | | | | | 1,518,304 | |
| Income from operations | 380,208 | | 93,100 | | | | | 473,308 | |
| Other income: | | | | | | |
| Interest expense | (13,806) | | — | | | | | (13,806) | |
| Interest and other income | 30,982 | | — | | | | | 30,982 | |
| Foreign exchange gain | 13,391 | | 69 | | | | | 13,460 | |
| | | | | | |
| Total other income | 30,567 | | 69 | | | | | 30,636 | |
| Income before income taxes | 410,775 | | 93,169 | | | | | 503,944 | |
| Provision for income taxes | (107,494) | | (25,126) | | | | | (132,620) | |
| Net income | $ | 303,281 | | $ | 68,043 | | | | | 371,324 | |
| Net income per share attributable to common stockholders: | | | | | | |
| Basic | $ | 2.64 | | | | | | $ | 3.23 | |
| Diluted | $ | 2.35 | | | | | | $ | 2.87 | |
| Weighted average common shares outstanding: | | | | | | |
| Basic | 114,944 | | | | | | 114,944 | |
| Diluted | 131,721 | | | | | | 131,721 | |
See accompanying notes to Unaudited Pro Forma Consolidated Financial Statements.
Pro Forma Consolidated Statement of Operations (Unaudited)
(In thousands, except per share amounts)
| | | | | | | | | | | | | | | | |
| Year ended December 31, 2023 |
| Historical
(As Reported) | Removal of Depop Discontinued Operations
(Note A) | | | | | | Pro Forma |
| Revenue | $ | 2,748,377 | | $ | (88,637) | | | | | | | $ | 2,659,740 | |
| Cost of revenue | 828,675 | | (64,498) | | | | | | | 764,177 | |
| Gross profit | 1,919,702 | | (24,139) | | | | | | | 1,895,563 | |
| Operating expenses: | | | | | | | | |
| Marketing | 759,196 | | (47,290) | | | | | | | 711,906 | |
| Product development | 469,332 | | (45,149) | | | | | | | 424,183 | |
| General and administrative | 343,242 | | (18,813) | | | | | | | 324,429 | |
| Asset impairment charge | 68,091 | | — | | | | | | | 68,091 | |
| Total operating expenses | 1,639,861 | | (111,252) | | | | | | | 1,528,609 | |
| Income from operations | 279,841 | | 87,113 | | | | | | | 366,954 | |
| Other income: | | | | | | | | |
| Interest expense | (14,042) | | — | | | | | | | (14,042) | |
| Interest and other income | 35,999 | | 6 | | | | | | | 36,005 | |
| Foreign exchange loss | (6,348) | | 168 | | | | | | | (6,180) | |
| Loss on sale of business | (2,630) | | — | | | | | | | (2,630) | |
| Total other income | 12,979 | | 174 | | | | | | | 13,153 | |
| Income before income taxes | 292,820 | | 87,287 | | | | | | | 380,107 | |
| Benefit (provision) for income taxes | 14,748 | | (29,851) | | | | | | | (15,103) | |
| Net income | $ | 307,568 | | $ | 57,436 | | | | | | | 365,004 | |
| Net income per share attributable to common stockholders: | | | | | | | | |
| Basic | $ | 2.51 | | | | | | | | $ | 2.98 | |
| Diluted | $ | 2.24 | | | | | | | | $ | 2.65 | |
| Weighted average common shares outstanding: | | | | | | | | |
| Basic | 122,503 | | | | | | | | 122,503 | |
| Diluted | 140,145 | | | | | | | | 140,145 | |
See accompanying notes to Unaudited Pro Forma Consolidated Financial Statements.
Notes to Unaudited Pro Forma Consolidated Financial Statements
Basis of Presentation
The accompanying unaudited pro forma consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission on the basis described under the heading “Introduction.”
Adjustments
Transaction Adjustments
The Unaudited Pro Forma Consolidated Balance Sheet as of March 31, 2026, and the Unaudited Pro Forma Consolidated Statements of Operations for the fiscal years ended December 31, 2025, December 31, 2024, and December 31, 2023, include the following transaction adjustments:
(A)Reflects the deconsolidation of assets and liabilities disposed of in connection with the sale of Depop from the historical information presented. The Unaudited Pro Forma Consolidated Statements of Operations present Depop as discontinued operations. Additionally, the Depop discontinued operations provision for income taxes of ($552) thousand, ($25.1) million, and ($29.9) million for each of the fiscal years ended December 31, 2025, December 31, 2024, and December 31, 2023, respectively, reflects both the income tax effect as if Depop was reported on a separate return basis of $78 thousand, ($13.2) million, and ($19.4) million, respectively, as well as the income tax effect on Etsy from the sale of Depop of ($630) thousand, ($11.9) million, and ($10.5) million, respectively.
(B)Reflects the sale of Depop pursuant to the Purchase Agreement, which includes adjustments required to record the net cash proceeds received in connection with the sale and recognition of the gain on sale in accumulated deficit as if the transaction had occurred on March 31, 2026. The amount of the actual gain on sale to be recorded within our consolidated statements of operations for the three and nine months ended September 30, 2026 will be calculated based on the carrying value of Depop as of the Closing Date, and therefore may differ materially from the gain on sale presented below.
(i)Net cash proceeds in connection with the sale of Depop are as follows (in thousands):
| | | | | |
| Base purchase price | $ | 1,200,000 | |
| Purchase price adjustments and interest | 199,914 | |
| Net cash proceeds | $ | 1,399,914 | |
(ii)The gain on sale of Depop recorded to accumulated deficit, assuming the sale was completed as of March 31, 2026, is as follows (in thousands):
| | | | | |
| Net cash proceeds | $ | 1,399,914 | |
| Net assets sold | (341,991) | |
| Accumulated other comprehensive loss | (242,165) | |
| Costs to sell | (10,711) | |
| Gain on sale | $ | 805,047 | |
(iii)Reflects the release of currency translation adjustments directly attributable to Depop in the amount of $242.2 million.
(C)Reflects the recognition of accrued expenses of approximately $20.6 million related to non-recurring costs to sell of $10.7 million and non-recurring transaction costs of $9.9 million estimated to be incurred subsequent to March 31, 2026. The $10.7 million of costs to sell is included in the gain on sale of $805.0 million and recorded to accumulated deficit as per Note B (ii) above. The transaction costs of $9.9 million are recorded to accumulated deficit for a net adjustment to accumulated deficit of $795.1 million.
(D)Other than the adjustment for the year ended December 31, 2025 to remove the results of operations for Reverb Holdings, Inc. (“Reverb”) through its June 2, 2025 sale date, the Unaudited Pro Forma Consolidated Statements of Operations have not been adjusted to exclude Reverb’s results of operations for the years ended December 31, 2024 or 2023 or Elo7 Serviços de Informática S.A. results of operations through its
August 10, 2023 sale date for the year ended December 31, 2023. Accordingly, the pro forma results for the years ended December 31, 2024 and 2023 do not represent Etsy’s results excluding all businesses disposed of during the periods presented. The pro forma adjustments are limited to those required or permitted under Article 11 of Regulation S-X for the transactions and periods reflected herein.
(E)Reflects non-recurring transaction costs incurred or estimated to be incurred through the Closing Date, and primarily relate to legal fees and employee transaction bonuses. The transaction adjustments are not deductible for tax purposes, therefore no tax rate is applied.
