EBAY 10-K & 10-Q changes, risk factors and insider trading
Ebay Inc. · Nasdaq · Services-Business Services, Nec · CIK 1065088 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Financial Risks”
New heading “We experience significant variation in our operating and financial results, including GMV and net revenues.”
New heading “If our advertising products, including our Promoted Listings, are not competitive, we will lose advertising revenues and our business will be harmed.”
New heading “Our business depends on consumer engagement and spending, which makes our results of operations particularly sensitive to shifts in, and events that impact, consumer confidence, platform engagement and buying trends.”
New heading “We may not be able to keep pace with technological changes, including emerging AI technologies, and with changes in consumer demands and expectations.”
New heading “Cross-border trade is an important source of revenue and profit for us, and changes to global trade policies can significantly impact our customers and materially harm our business.”
New heading “Systems failures and business interruptions could harm our business.”
New heading “We are subject to significant fraud risk on our platforms.”
New heading “We face significant risk from cyberattacks and data security breaches.”
New heading “We are subject to extensive and increasing regulation and oversight, which could adversely impact our business.”
New heading “We face significant risk of liability for the actions of our customers, including products sold by sellers on our platforms.”
New heading “Increasing levels of regulation in the areas of privacy, protection of user data and cybersecurity could harm our business.”
New heading “We face risk from third parties that allege that we infringe, or are responsible when our customers infringe, on their intellectual property rights.”
New heading “We are subject to laws and regulations that are not primarily intended for online commerce, and governments and regulators regularly subject us to litigation, inquiries and investigations, as they seek to extend new and existing laws to reach our business model.”
New heading “We may be unable to adequately protect or enforce our own intellectual property rights.”
New heading “Financial Risks”
New heading “We have substantial indebtedness and we cannot guarantee that we will always generate sufficient cash flow to service our existing and future indebtedness. Failure to comply with the terms of our indebtedness could have a material adverse effect on our cash flow and liquidity.”
New heading “Our stock repurchases are discretionary and, even if effected, they may not achieve the desired objectives.”
Removed heading “Interest Rate and Indebtedness Risks”
Removed heading “Transactional Risks”
Removed heading “Our operating and financial results are subject to various risks and uncertainties that could adversely affect our business, financial condition, results of operations and cash flows, as well as the trading price of our common stock and debt securities.”
Removed heading “Our business may be adversely affected by geopolitical events, natural disasters, seasonal factors and other factors, including increased usage of other websites, that could cause our users to spend less time, or transact less, on our websites or mobile platforms and applications.”
Removed heading “If we cannot keep pace with rapid technological developments or continue to innovate and create new initiatives to provide new programs, products and services, the use of our products and our revenues could decline.”
Removed heading “We may be unable to adequately protect or enforce our intellectual property rights and face ongoing allegations by third parties that we are infringing their intellectual property rights.”
Removed heading “Failure to deal effectively with fraudulent activities on our Marketplace platforms would increase our loss rate and harm our business and could severely diminish merchant and consumer confidence in and use of our services.”
Removed heading “Cyberattacks and data security breaches and incidents could significantly damage our reputation, reduce our revenues, increase our costs, result in litigation and regulatory penalties, and otherwise harm our business.”
Removed heading “Systems failures and resulting interruptions in the availability of or degradation in the performance of our websites, applications, products or services could harm our business.”
Removed heading “Our business is subject to extensive and increasing government regulation and oversight, which could adversely impact our business.”
Removed heading “New laws and increasing levels of regulation in the areas of privacy, protection of user data and cybersecurity could harm our business.”
Removed heading “We are subject to laws and regulations that are not primarily intended for online commerce, and interpretations of these laws and regulations could harm our business.”
Removed heading “We are regularly subject to litigation and regulatory and government inquiries, investigations and disputes, as our business evolves and as governments and regulators seek to extend new and existing laws to reach our business model.”
Removed heading “We could be subject to regulatory or agency investigations and/or court proceedings under unfair competition laws that could adversely impact our business.”
Removed heading “The listing or sale by our users of certain items, including items that allegedly infringe the intellectual property rights of rights owners, including pirated or counterfeit items, illegal items or items used in an illegal manner, may harm our business.”
Removed heading “We are subject to risks associated with information disseminated through our services.”
Removed heading “Interest Rate and Indebtedness Risks”
Removed heading “We have substantial indebtedness, and we may incur substantial additional indebtedness in the future, and we may not generate sufficient cash flow from our business to service our indebtedness. Failure to comply with the terms of our indebtedness could result in the acceleration of our indebtedness, which could have an adverse effect on our cash flow and liquidity.”
Removed heading “Transactional Risks”
Largest changes
“The outcome and impact of such claims, lawsuits, government investigations, and other proceedings cannot be predicted with certainty. Determining reserves for our pending litigation and other proceedings is a complex, fact-intensive process that is subject to judgment calls. If one or more matters were resolved against us in a reporting period for amounts in excess of management’s expectations, the impact on our operating results or financial condition for that reporting period could be material. …”see in full comparison
“We are also regularly subject to claims, lawsuits (including class actions and individual lawsuits), government investigations, enforcement actions and other proceedings involving antitrust and unfair competition or commercial practices, privacy, consumer protection, accessibility claims, securities, tax, labor and employment, sanctions, compliance, money transmission, financial services, commercial disputes, content generated by our users, services and other matters. …”see in full comparison
“We are regularly subject to claims, lawsuits (including class actions and individual lawsuits), government investigations, enforcement actions and other proceedings involving competition and antitrust, intellectual property, privacy, consumer protection, accessibility claims, securities, tax, labor and employment, sanctions, compliance, money transmission, financial services, commercial disputes, content generated by our users, services and other matters. …”see in full comparison
“The outcome and impact of such claims, lawsuits, government investigations, and other proceedings cannot be predicted with certainty. Regardless of the outcome, such investigations and proceedings can have a material adverse impact on us because of legal costs, diversion of management resources, and other factors. Determining reserves for our pending litigation and other proceedings is a complex, fact-intensive process that is subject to judgment calls. …”see in full comparison
“Cyberattacks and data security breaches and incidents could significantly damage our reputation, reduce our revenues, increase our costs, result in litigation and regulatory penalties, and otherwise harm our business.”see in full comparison
“Our conduct and actions are subject to scrutiny by various government agencies under U.S. and foreign laws and regulations, including antitrust and competition laws. Some jurisdictions also provide private rights of action for competitors or consumers to assert claims of unfair or anti-competitive conduct. Our users, other companies, and government agencies have in the past alleged, and may in the future allege that our actions violate the antitrust or competition laws of the United States, individual states, the European Union or other countries, or otherwise constitute unfair competition. …”see in full comparison
Full comparison: every changed paragraph (338)
Business, Economic, MarketEconomic and Operating Risks
•We experience significant variation in our operating and financial results, including GMV and net revenues.
•Our operating and financial results are subject to various risks and uncertainties that could adversely affect our business, financial condition, results of operations and cash flows, as well as the trading price of our common stock and debt securities.
•SubstantialWe and increasinglyface intense competition worldwide in ecommercethat may materially harm our business.
•If our advertising products, including our Promoted Listings, are not competitive, we will lose advertising revenues and our business will be harmed.
•Our business depends on consumer engagement and spending, which makes our results of operations particularly sensitive to shifts in, and events that impact, consumer confidence, platform engagement and buying trends.
•We may not be able to keep pace with technological changes, including emerging AI technologies, and with changes in consumer demands and expectations.
•Our international operations subject us to various uncertainties, costs and risks, which could harm our business.
•Cross-border trade is an important source of revenue and profit for us, and changes to global trade policies can significantly impact our customers and materially harm our business.
•Our buyer and seller trust and protection programs increase our costs and loss rate, and failure to manage such programs effectively can damage customers’ trust in transacting on our platforms, which could harm our business.
•Systems failures and business interruptions could harm our business.
•Our payments and financial services offerings require ongoing investment and subject us to substantial legal, operational and third-party risks.
•We are subject to significant fraud risk on our platforms.
•We face significant risk from cyberattacks and data security breaches.
•Our success largely depends on attracting, retaining, and developing our senior managers and other key employees.
•We and our customers depend in part on third parties for products and services, some of which are controlled by our competitors, and changes to these products and services could harm our business.
•Our acquisitions, dispositions, joint ventures, strategic partnerships and strategic investments create potential material risks to our business.
•We are subject to extensive and increasing regulation and oversight, which could adversely impact our business.
•We face significant risk of liability for the actions of our customers, including products sold by sellers on our platforms.
•Increasing levels of regulation in the areas of privacy, protection of user data and cybersecurity could harm our business.
•We face risk from third parties that allege that we infringe, or are responsible when our customers infringe, on their intellectual property rights.
•We are subject to laws and regulations that are not primarily intended for online commerce, and governments and regulators regularly subject us to litigation, inquiries and investigations, as they seek to extend new and existing laws to reach our business model.
•We may be unable to adequately protect or enforce our own intellectual property rights.
Financial Risks
•Our international operations and engagement in cross-border trade are subject to risks, which could harm our business.
•Our business may be adversely affected by geopolitical events, natural disasters, seasonal factors and other factors, including increased usage of other websites, that could cause our users to spend less time, or transact less, on our websites or mobile platforms and applications.
•If we cannot keep pace with rapid technological developments or continue to innovate and create new initiatives to provide new programs, products and services, the use of our products and our revenues could decline.
•Changes to our programs to protect buyers and sellers could increase our costs and loss rate, and failure to manage such programs effectively can result in harm to our reputation.
•Operations and continued development of our payments system and financial services offerings require ongoing investment, are subject to evolving laws, regulations, rules, and standards, and involve risk, including risks related to our dependence on third-party providers.
•We may be unable to adequately protect or enforce our intellectual property rights and face ongoing allegations by third parties that we are infringing their intellectual property rights.
•Failure to deal effectively with fraudulent activities on our Marketplace platforms would increase our loss rate and harm our business and could severely diminish merchant and consumer confidence in and use of our services.
•Cyberattacks and data security breaches and incidents could significantly damage our reputation, reduce our revenues, increase our costs, result in litigation and regulatory penalties, and otherwise harm our business.
•Systems failures and resulting interruptions in the availability of or degradation in the performance of our websites, applications, products or services could harm our business.
•Our success largely depends on key employees. Because competition for key employees is intense, we may not be able to attract, retain, and develop the highly skilled employees we need to support our business. The loss of senior management or other key employees could harm our business.
•Problems with or price increases by third parties who provide services to us or to our sellers could harm our business.
•Our business is subject to extensive and increasing government regulation and oversight, which could adversely impact our business.
•New laws and increasing levels of regulation in the areas of privacy, protection of user data and cybersecurity could harm our business.
•We are subject to laws and regulations that are not primarily intended for online commerce, and interpretations of these laws and regulations could harm our business.
•We are regularly subject to litigation and regulatory and government inquiries, investigations and disputes, as our business evolves and as governments and regulators seek to extend new and existing laws to reach our business model.
•We could be subject to regulatory or agency investigations and/or court proceedings under unfair competition laws that could adversely impact our business.
•The listing or sale by our users of certain items, including items that allegedly infringe the intellectual property rights of rights owners, including pirated or counterfeit items, illegal items or items used in an illegal manner, may harm our business.
•We are subject to risks associated with information disseminated through our services.
Interest Rate and Indebtedness Risks
•We have substantial indebtedness,indebtedness and we maycannot incurguarantee substantial additional indebtedness in the future, andthat we maywill notalways generate sufficient cash flow from our business to service our existing and future indebtedness. Failure to comply with the terms of our indebtedness could result in the acceleration of our indebtedness, which could have ana material adverse effect on our cash flow and liquidity.
•Our stock repurchases are discretionary and, even if effected, they may not achieve the desired objectives.
Tax Risks
Transactional Risks
•Acquisitions, dispositions, joint ventures, strategic partnerships and strategic investments could result in operating difficulties and could harm our business or impact our financial results.
You should carefully review the following discussion of the risks that may affect our business, results of operations and financial condition, as well as our consolidated financial statements and notes thereto and the other information appearing in this report, for important information regarding risks that affect us. Current global economic and geopolitical events and conditions as well as evolving regulatory scrutiny may amplify many of these risks. These risks are not the only risks that may affect us. Additional risks that we are not aware of or do not believe are material at the time of this filing may also become important factors that adversely affect our business.
Business, Economic, MarketEconomic and Operating Risks
We experience significant variation in our operating and financial results, including GMV and net revenues.
All of our GMV, and substantially all of our net revenues each quarter come from transactions involving sales during that quarter. As a result, it is inherently difficult to accurately forecast our GMV, the amount and sources of our net revenues, earnings (loss) per share, operating income (loss), and our other key operating and financial performance metrics.
Our operating and financial results are subject to various risks and uncertainties that could adversely affect our business, financial condition, results of operations and cash flows, as well as the trading price of our common stock and debt securities.
Our operating and financial results have significantly varied on a quarterly basis duringthroughout our operating historyhistory, and maywe expect our results to continue to fluctuate significantly as a result offor a variety of factors,reasons, including all of the risks described in “Risk Factors,” including the following risks and other risks set forth in this “Risk Factors” section:
•changes in consumer confidence and discretionary spending trends, including shifts in interests away from any of our major focus categories;
•the success of our marketing efforts;
•the impact of competition on our business and industry;
•the amount and timing of expenses;
•changes in consumer confidence and discretionary spending trends, including shifts in interests away from any of our major categories;
•the amount and timing of expenses; and
Management's Discussion & Analysis (MD&A)
New heading “Acquisition of Depop, Inc.”
New heading “Transaction Losses”
Removed heading “Revenue Recognition”
Largest changes
“GMV grew during 2024 as we executed on our strategy, including across Focus Categories, country-specific investments, and horizontal initiatives. Traffic improvement was driven by cross-category shopping, horizontal innovation, country-specific initiatives and growth in recommerce. The culmination of these effects, combined with consumers looking for value, offset pressure in discretionary spending across our three largest markets primarily resulting from geopolitical events, inflationary pressure, foreign exchange rate volatility, elevated interest rates and lower consumer confidence.”see in full comparison
“The decrease in general and administrative expenses during 2024 compared to 2023 was primarily due to a $56 million legal accrual release during 2024 compared to a $65 million legal expense recognized during 2023 and an $8 million restructuring accrual release during 2024 compared to a $141 million restructuring expense recognized during 2023. See “Note 12 — Commitments and Contingencies” and “Note 18 — Restructuring” to the consolidated financial statements included in this report for additional details regarding our legal matters and the restructuring, respectively.”see in full comparison
“The increase in GMV during 2025 compared to 2024 was primarily driven by the continued execution of our strategic initiatives and improved U.S. consumer demand throughout 2025. GMV growth in Focus Categories, including Collectibles, Motors Parts & Accessories, Luxury, Refurbished, Apparel and Sneakers, outpaced the remainder of our Marketplace. The increase in GMV was partially offset by the impact of tariffs, including the elimination of the U.S. de minimis trade exemption.”see in full comparison
Full comparison: every changed paragraph (94)
Business eBay Inc. is a global commerce leader that connects people and builds communities to create economic opportunity for all. Our technology empowers millions of buyers and sellers in more than 190 markets around the world, providing everyone the opportunity to grow and thrive. Our Marketplace platforms, including our online marketplace located at www.ebay.com and its localized counterparts, our off-platform marketplaces and our suite of mobile apps, together, create one of the world's largest and most vibrant marketplaces for discovering great value and a unique selection.
As a global commerce leader and third-party marketplace, our technologies and services are designed to provide buyers choice and a breadth of relevant inventory from around the globe and to enable sellers’ access to eBay’s 135 million buyers worldwide. Our business model is designed such that we are successful when our sellers are successful. We earn revenue primarily through fees collected on paid transactions, first-party advertising and shipping.
Net revenues increased 8% to $11.1 billion compared to $10.3 billion in 2024. The increase in net revenues was primarily due to higher GMV, increased penetration of first party advertising and the ramping of our U.K. shipping program. The increase in net revenues was partially offset by lower fees in connection with our U.K. consumer-to-consumer initiative.
Operating margin decreased to 20.5% compared to 22.5% in 2024 primarily due to higher non-recurring general and administrative expenses related to legal matters and restructuring and higher costs associated with our shipping programs.
Net revenues increased 2% to $10.3 billion compared to $10.1 billion in 2023. FX-Neutral net revenues (as defined above) also increased 2% compared to 2023. Operating margin increased to 22.5% compared to 19.2% in 2023.
We generated cash flow from continuing operating activities of $2.0 billion in 2025 compared to $2.4 billion in both 2024 and 2023.2024.
We recognized $76 million of aggregate losses on equity investments and warrant in our consolidated statement of income compared to $1.8 billion of aggregate gains recognized during 2023.
We received a $225 million cash distribution related to our equity investment in Aurelia.
We issued $1.0 billion aggregate principal amount of senior notes consisting of $600 million aggregate principal amount of 4.250% fixed rate notes due 2029 and $400 million aggregate principal amount of 5.125% fixed rate notes due 2035.
In the first and fourth quarter, our Board authorized an incremental $2.0 billion and $3.0 billion, respectively, under our stock repurchase program, with no expiration from the date of authorization.
InWe redeemed the third quarter, we repaid $750$425 million aggregate principal amount of our previously outstanding 3.450%5.900% senior notes due in November 2025. We also repaid the $800 million aggregate principal amount of our previously outstanding 1.900% senior notes due 2025 on the date of maturity.
In the second quarter, we completed the previously announced sale of Adevinta ASA (“Adevinta”) shares in exchange for $2.4 billion in cash and shares of the new entity, Aurelia Netherlands TopCo B.V. (“Aurelia”) representing approximately 18.3% ownership. We recognized an unrealized loss of $234 million and a realized gain of $78 million. Concurrently, we granted Aurelia UK Feederco Limited, the buyer, a six-month option to purchase Aurelia shares.
In the fourth quarter, the option was exercised upon which we sold additional shares in Aurelia in exchange for $1.0 billion in cash and recognized an $11 million loss. The fair value of the investment was $867 million as of December 31, 2024, representing approximately 8.3% of the outstanding equity of Aurelia.
In the fourth quarter, we met the processing volume milestone required to vest in the second tranche of our warrant to purchase shares of Adyen N.V. (“Adyen”). Upon vesting, we exercised the option to purchase shares of Adyen valued at $630 million in exchange for $108 million in cash. We subsequently sold our shares for $573 million and recognized a realized loss of $57 million.
In the fourth quarter, we sold our remaining stake in Gmarket Global LLC (“Gmarket”) valued at $323 million in exchange for $322 million in cash, net of transaction costs, and recognized a realized loss of $1 million and an unrealized loss of $12 million related to the change in fair value of the investment.
InWe Januaryissued 2025,$2.0 webillion aggregate principal amount of commercial paper notes and repaid the $450$2.5 millionbillion aggregate principal amount of the previously outstanding commercial paper notes on the datedates of maturity.
In February 2025,2026, our BoardAudit Committee, pursuant to delegated authority from our Board, declared a cash dividend of $0.29$0.31 per share of common stock to be paid on March 28,20, 20252026 to stockholders of record as of March 14,6, 2025.2026.
In February 2026, our Audit Committee, pursuant to delegated authority from our Board, authorized an incremental $2.0 billion under our stock repurchase program in addition to the $5.0 billion previously authorized in 2024.
In February 2026, we entered into a definitive agreement to acquire Depop, Inc., a leading C2C fashion marketplace focused on recommerce with a highly-engaged Gen Z and Millennial customer base, for approximately $1.2 billion in cash, subject to certain purchase price adjustments. The transaction is currently expected to close in the second quarter of 2026, subject to the satisfaction of certain closing conditions and receipt of required regulatory approvals.
We have one reportable segment, which reflects how the chief operating decision makermaker, (“CODM”),our President and Chief Executive Officer, reviews and assesses performance of the business. This reportable segment includes our online marketplace located at www.ebay.com and its localized counterparts, our off-platform marketplaces and our suite of mobile apps. The accounting policies of this segment are the same as those described in “Note 1 — The Company and Summary of Significant Accounting Policies” into ourthe consolidated financial statements included elsewhere in this report.
(1)Beginning January 1, 2025, we began classifying certain immaterial revenues previously reported as Marketplace revenues as Advertising revenues. Amounts reported for 2025 reflect this updated basis of presentation. Under this updated basis of presentation, Marketplace and Advertising revenues would have been $8,592 million and $1,691 million, respectively, for 2024 and $8,618 million and $1,494 million, respectively, for 2023.
We expect volume on our Marketplace platforms to trend with general consumer buying patterns. Seasonal trends in net revenues have beenbeen, and we expect in the future will be, influenced by macroeconomic conditions, including tariffs and global trade policies, foreign exchange rate fluctuations, as well as the introductionnew and scaling of newupdated products and initiatives by us and our competitors. The following table presents our total net revenues and the sequential quarterly movements of these net revenues for the periods indicated (in millions, except percentages):
(1)Net revenues included $41 million of hedging losses during 2025 compared to $54 million of hedging losses during 2024 compared toand $56 million and $140 million of hedging gains during 2023 and 2022, respectively.2023.
(2)Foreign currency movements relative to the U.S. dollar had a favorable impact of $47 million during 2025 compared to favorable impacts of $2 million and $52 million during 2024 compared to a favorable impact of $52 million and an unfavorable impact of $320 million during 2023 and 2022,2023, respectively. The effect of foreign currency exchange rate movements during 20242025 compared to 20232024 was primarily attributable to the weakening of the U.S. dollar against the euro and other major currencies.
Our Marketplace platforms operate globally, resulting in certain revenues that are denominated in foreign currencies, primarily the British pound and euro. Year-over-year appreciation or depreciation of the U.S. dollar may have a material impact to our financial results; we have experienced and may continue to experience elevated foreign currency volatility in the future.future, including as a result of tariffs and global trade announcements. Through our hedging programs, we actively monitor foreign currency volatility and attempt to mitigate significant movements. As shown in the table above, we generate approximately half of our net revenues internationally. Therefore, we are subject to the risks related to conducting business in foreign countries as discussed under “Item 1A: Risk Factors” in Part I of this report.
GMV consists of the total value of all paid transactions between users on our Marketplace platforms during the applicable period inclusive of shipping fees and taxes.taxes, without adjustment for returns or cancellations. We believe that GMV provides a useful measure of the overall volume of paid transactions that flow through our Marketplace platforms in a given period.
(1)Net revenues included $41 million of hedging losses during 2025 compared to $54 million of hedging losses during 2024 compared toand $56 million and $140 million of hedging gains during 2023 and 2022, respectively.2023.
Net revenues increased during 2025 compared to 2024 primarily due to higher GMV, increased penetration of first party advertising and the ramping of our U.K. shipping program. The increase in net revenues was partially offset by lower fees in connection with our U.K. consumer-to-consumer initiative.
The increase in GMV during 2025 compared to 2024 was primarily driven by the continued execution of our strategic initiatives and improved U.S. consumer demand throughout 2025. GMV growth in Focus Categories, including Collectibles, Motors Parts & Accessories, Luxury, Refurbished, Apparel and Sneakers, outpaced the remainder of our Marketplace. The increase in GMV was partially offset by the impact of tariffs, including the elimination of the U.S. de minimis trade exemption.
During 2025, we experienced an increase in canceled orders as buyers and sellers adapted to new U.S. trade policies. This trend may continue depending on the state of future global trade policies and the speed with which our buyers and sellers adjust to these changes or respond to uncertainty around global trade policies. Changes in return and cancellation rates can impact our GMV growth rate and related take rate. As a result, we clarified above that our definition of GMV includes returns and cancellations. We have consistently included returns and cancellations in our previously reported GMV.
In the United States, GMV growth was driven by the continued execution of our strategic initiatives and favorable trends in consumer demand as reflected in the broad-based strength across categories, with particularly strong performance in Collectibles. The increase in GMV was also attributable to increases in both sold items and average selling price, the expansion of the Klarna buyer payment option and efficiency in lower-funnel marketing spend.
International GMV growth was primarily driven by cross-border trade, led by increased exports from Greater China and Japan into our major markets. In the U.K., volume increased following recent enhancements to our consumer-to-consumer initiative. These increases were partially offset by continued challenging macroeconomic conditions across international markets through 2025.
In 2024, the increase in net revenues was primarily due to higher GMV, the expansion of promoted listings products, the ramp of eBay International Shipping and additional financial services offered to buyers and sellers within our payments system, partially offset by a decline in our take rate driven by fluctuations in foreign currency exchange rates and changes to our fee structure in certain markets.
GMV grew during 2024 as we executed on our strategy, including across Focus Categories, country-specific investments, and horizontal initiatives. Traffic improvement was driven by cross-category shopping, horizontal innovation, country-specific initiatives and growth in recommerce. The culmination of these effects, combined with consumers looking for value, offset pressure in discretionary spending across our three largest markets primarily resulting from geopolitical events, inflationary pressure, foreign exchange rate volatility, elevated interest rates and lower consumer confidence.
Focus Categories GMV grew in aggregate, faster than the remainder of our marketplace. This volume growth was primarily driven by Parts & Accessories (“P&A”), Refurbished, Collectibles, and Luxury goods. Traffic and conversion improved in the U.S., which led to a narrower gap to U.S. ecommerce market growth. Collectibles was a key contributor to U.S. growth, including Trading Cards, where traffic and conversion have improved, driven by strategic investments and partnerships. In the United Kingdom and Germany, we continued to experience challenging macroeconomic conditions and lower consumer confidence, with offsetting growth in P&A and consumer-to-consumer volume. Cross-border trade was a key driver of International GMV growth, led by exports from Greater China and Japan into our major markets. Cross-border trade was also a significant contributor to growth in Focus Categories, particularly P&A.
(2)Foreign currency movements relative to the U.S. dollar had an unfavorable impact of $7$21 million on cost of net revenues during 20242025 compared to an unfavorable impactimpacts of $7 million and $2 million and a favorable impact of $81 million during 20232024 and 2022,2023, respectively.
The increase in cost of net revenues during 20242025 compared to 20232024 was primarily due to aincreases $53of $108 million increasein relatedshipping tocosts, the$61 expansionmillion in cost of promoted listings products, a $50$55 million increase related to indirect tax expenses, a $32 million increase related to the ramp of eBay International Shipping, and an $11 million disposition of data center equipment, partially offset by a $66 million decrease in depreciation expense due to the prior year benefit related to the change in our estimate of the useful lives forof our servers and networking equipmentequipment, and a $38$37 million decreasein customer support costs, $32 million in payment processing costs drivenand $11 million in authentication costs, partially offset by ratea improvements.$37 million benefit from the settlement of a multi-year contract and a $35 million decrease in indirect tax expense.
(1)Operating expenses were net of immaterial hedging activity during 2024, 2023 and 2022, respectively.
(21)Foreign currency movements relative to the U.S. dollar had an unfavorable impact of $9$34 million on operating expenses during 20242025 compared to an unfavorable impact of $9 million during 2024 and a favorable impact of $16 million and $193 million during 2023 and 2022, respectively.2023.
** NotPercentage change not meaningful
Sales and marketing expenses primarily consist of marketing program costs, employee compensation (including stock-based compensation), certain user coupons and rewards, contractor costs, facilities costs and depreciation on equipment. Marketing program costs represent trafficpromotional acquisitionexpenses costsincurred inacross various channelschannels, such as paid search, affiliatesaffiliate marketing andmarketing, display advertising, as well as brand campaigns and buyer/seller communications.
The increase in sales and marketing expenses during 20242025 compared to 20232024 was primarily due to aincreases $163of $30 million increase in marketing programemployee-related costs and user coupons, partially offset by a $74$23 million decreasedue into employee-relatedthe costs.unfavorable impact of foreign currency movements.
The increase in product development expenses during 2025 compared to 2024 was primarily due to an increase in employee-related costs.
The decrease in product development expenses during 2024 compared to 2023 was primarily due to a decrease in employee-related costs driven by operational efficiencies. While employee costs are decreasing, we continue to invest in strategic areas such as browsing experience, search optimization and providing relevant recommendations to enhance the experience for our customers around the world.
Capitalized internal use and platform development costs were $108$134 million and $115$108 million in 20242025 and 2023,2024, respectively. These costs are primarily reflected as a cost of net revenues when amortized in future periods.
The increase in general and administrative expenses during 2025 compared to 2024 was primarily due to $91 million of senior leader transitions and restructuring costs, $61 million of legal accruals recorded during 2025, $56 million in employee-related costs and legal accrual releases in 2024 of $56 million.
The decrease in general and administrative expenses during 2024 compared to 2023 was primarily due to a $56 million legal accrual release during 2024 compared to a $65 million legal expense recognized during 2023 and an $8 million restructuring accrual release during 2024 compared to a $141 million restructuring expense recognized during 2023. See “Note 12 — Commitments and Contingencies” and “Note 18 — Restructuring” to the consolidated financial statements included in this report for additional details regarding our legal matters and the restructuring, respectively.
Provision for Transaction Losses
Provision for transactionTransaction losses consists primarily of losses resulting from our buyer protection programs, chargebacks for unauthorized credit card use, and merchant related chargebacks due to non-delivery of goods or services. We expect our provision for transaction losses to fluctuate depending on many factors, including changes to our protection programsprograms, macroeconomic conditions and macroeconomic conditions.volume.
The decreaseincrease in provision for transaction losses during 20242025 compared to 20232024 was primarily duedriven toby favorablevolume as well as the ramping of shipping programs and unfavorable fluctuations in buyer and seller fraud and recovery rates.
Gain (loss) on equity investments and warrant,warrants, net
Gain (loss) on equity investments and warrant,warrants, net primarily consists of gains and losses related to our various types of equity investments, including our equity investments in Adevinta,Adevinta Adyen,ASA Aurelia(“Adevinta”), andAdyen Gmarket,N.V. (“Adyen”), Aurelia, Gmarket Global LLC (“Gmarket”), and gains and losses due to changes in fair value of the warrant received from Adyen. The following table presents gainGain (loss) on equity investments and warrant,warrants, net for the periods indicated (in millions, except percentages):
** NotPercentage change not meaningful
The change in gainGain (loss) on equity investments and warrant,warrants, net during 20242025 compared to 20232024 was drivenprimarily bydue to lower activity in 2025 following the realized and unrealized changes in fair valuesale of our equityinvestments investmentsin Adevinta, Adyen, and Gmarket in 2024, including the exercise of the Adyen warrant. Refer to “Note 65 — Investments” for further details about our equity investments.
** NotPercentage change not meaningful
Interest income increaseddecreased during 20242025 compared to 20232024 primarily due to a higherlower average notional amount and higher yields onof fixed-income investments.
Income Tax Provision (Benefit)
The increase in our effective tax rate for 2025 compared to 2024 was primarily driven by lower benefits in 2025 resulting from audit settlements and the net impact of the One Big Beautiful Bill Act, relative to the benefits from the sale of Gmarket recognized in 2024. These effects were partially offset by increased excess tax benefits on stock-based compensation.
The decrease in our effective tax rate during 2024 compared to 2023 was primarily due to benefits from the sale of Gmarket, research and development tax credits generated, excess tax benefits on stock-based compensation and the 2023 non-recurring remeasurement of deferred tax assets related to a tax rate reduction and an increase in reserves for uncertain tax positions, partially offset by a benefit from the release of a valuation allowance.
We are regularly under examination by tax authorities both domestically and internationally. We believe that adequate amounts have been reserved for any adjustments that may ultimately result from these examinations, although there are inherent uncertainties in these examinations. Due to the ongoing tax examinations, it is generally impractical to determine the amount and timing of these adjustments. However, we expect several tax examinations to close within the next 12 months. See “Note 15 — Income Taxes” to the consolidated financial statements included in this report for more information on estimated settlements within the next 12 months.
What changed in the latest 10-Q
Risk Factors
New heading “Stockholder activism or unsolicited acquisition proposals could disrupt our business, divert management’s attention, and adversely affect our ability to execute our long-term strategy.”
Largest changes
“Stockholder activism or unsolicited acquisition proposals could disrupt our business, divert management’s attention, and adversely affect our ability to execute our long-term strategy.”see in full comparison
“Publicly traded companies are increasingly subject to campaigns by activist stockholders seeking operational, governance, or strategic changes. Activist stockholders may undertake proxy solicitations, advance stockholder proposals, or otherwise attempt to assert influence on our Board and management, including through the media. The Company may also, from time to time, receive unsolicited acquisition proposals. …”see in full comparison
“We have been the subject of activist campaigns in the past and any of the actions and risks above may occur in the future. For example, on May 3, 2026, the Company received an unsolicited, non-binding acquisition proposal from a third party. Although our Board determined on May 12, 2026 that the proposal was neither credible nor attractive and, to date, no changes to this proposal that would alter our Board’s view have been proposed, we cannot predict whether this party or any other party will take further actions.”see in full comparison
Full comparison: every changed paragraph (4)
We are subject to various risks and uncertainties that may affect our business, results of operations and financial condition including, but not limited to, those described in “Part I — Item 1A: Risk Factors” in our 2025 Form 10-K. Current global economic and geopolitical events and conditions may amplify many of these risks. These risks are not the only risks that may affect us. Additional risks that we are not aware of or do not believe are material at the time of this filing may also become important factors that adversely affect our business. ThereExcept as set forth below, there have been no material changes to the Company’s risk factors from those disclosed in our 2025 Form 10-K.
Stockholder activism or unsolicited acquisition proposals could disrupt our business, divert management’s attention, and adversely affect our ability to execute our long-term strategy.
Publicly traded companies are increasingly subject to campaigns by activist stockholders seeking operational, governance, or strategic changes. Activist stockholders may undertake proxy solicitations, advance stockholder proposals, or otherwise attempt to assert influence on our Board and management, including through the media. The Company may also, from time to time, receive unsolicited acquisition proposals. Responding to this activity can be costly and time-consuming, may divert management attention, may generate substantial legal, advisory, and public relations costs, may adversely impact our ability to recruit and retain employees or enter into agreements with potential business partners, and may cause fluctuations in our stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals or prospects of our business. Any of these factors could materially adversely affect our business, cash flows, financial condition, and results of operations.
We have been the subject of activist campaigns in the past and any of the actions and risks above may occur in the future. For example, on May 3, 2026, the Company received an unsolicited, non-binding acquisition proposal from a third party. Although our Board determined on May 12, 2026 that the proposal was neither credible nor attractive and, to date, no changes to this proposal that would alter our Board’s view have been proposed, we cannot predict whether this party or any other party will take further actions.
Management's Discussion & Analysis (MD&A)
Largest changes
“In February 2026, we entered into a definitive agreement to acquire all of the outstanding equity interests of Depop Limited, a leading C2C fashion marketplace, for $1.2 billion in cash, subject to certain purchase price adjustments. The transaction closed on July 30, 2026. We paid $1.4 billion in cash, inclusive of preliminary purchase price adjustments, subject to finalization. See “Note 3 — Goodwill” to the condensed consolidated financial statements included in this report for more information about our acquisition of Depop Limited.”see in full comparison
“The increase in general and administrative expenses for the six months ended June 30, 2026 compared to the same period in 2025 was primarily due to increases of $53 million of employee-related costs, $50 million of restructuring costs, partially offset by $29 million of lower legal and transaction related costs.”see in full comparison
“During the six months ended June 30, 2026, we issued $750 million aggregate principal amount of commercial paper notes with original maturities greater than 90 days. As of June 30, 2026, we had $750 million aggregate principal amount of commercial paper notes outstanding with a weighted average interest rate of 4.12% per annum and a weighted average remaining term of 76 days.”see in full comparison
You should read the following Management’s Discussion and Analysis of Financial Condition and Results of Operations in conjunction with “Forward-Lookingsee in full comparisonStatementStatements” and the condensed consolidated financial statements and the related notes included in this report, and “Risk Factors” in Part I, Item 1A of the 2025 Form 10-K. This section of this Form 10-Q generally discusses items relating to thethree-monththree and six-month periods endedMarchJune31,30, 2026 and 2025 and comparisons between the respective periods.
“During the six months ended June 30, 2025, we repaid the $830 million aggregate principal amount of the previously outstanding commercial paper notes on the dates of maturity and issued $955 million aggregate principal amount of commercial paper notes, of which $567 million aggregate principal amount had original maturities less than 90 days and $388 million aggregate principal amount had original maturities greater than 90 days. As of December 31, 2025, we had no commercial paper notes outstanding.”see in full comparison
We have a commercial paper program pursuant to which we may issue commercial paper notes in an aggregate principal amount at maturity of up to $1.5 billion outstanding at any time with maturities of up to 397 days from the date of issue. Commercial paper is carried at amortized cost, which approximates its fair value due to the short-term nature of these instruments.see in full comparisonAs of March 31, 2026 and December 31, 2025, we had no commercial paper notes outstanding. During the three months ended March 31, 2025, we repaid the $450 million aggregate principal amount of the previously outstanding commercial paper notes on the dates of maturity and issued $575 million aggregate principal amount of commercial paper notes, of which $360 million aggregate principal amount had original maturities less than 90 days and $215 million aggregate principal amount had original maturities greater than 90 days.
Full comparison: every changed paragraph (59)
You should read the following Management’s Discussion and Analysis of Financial Condition and Results of Operations in conjunction with “Forward-Looking StatementStatements” and the condensed consolidated financial statements and the related notes included in this report, and “Risk Factors” in Part I, Item 1A of the 2025 Form 10-K. This section of this Form 10-Q generally discusses items relating to the three-monththree and six-month periods ended MarchJune 31,30, 2026 and 2025 and comparisons between the respective periods.
Business eBay Inc. is a global commerce leader that connects people and builds communities to create economic opportunity for all. Our technology empowers millions of buyers and sellers in more than 190 markets around the world, providing everyone the opportunity to grow and thrive. Our Marketplace platforms, including our online marketplace located at www.ebay.com and its localized counterparts, our off-platform marketplacesmarketplaces, and our suite of mobile apps, together, create one of the world's largest and most vibrant marketplaces for discovering great value and a unique selection.
As a global commerce leader and third-party marketplace, our technologies and services are designed to provide our buyers choice and a breadth of relevant inventory from around the globe and to enable sellers’our sellers to access to eBay’s 136 million buyers worldwide. Our business model is designed such that we are successful when our sellers are successful. We earn revenue primarily through fees collected on paid transactions, first-party advertising and shipping.
eBay’s strategy is centered on reinventing the future of ecommerce for enthusiasts by delivering trusted, engaging shopping experiences for our customers. Our approach leverages our 30+ years of global commerce expertise and data with advanced technology, including the use of artificial intelligence (“AI”), to enhance the marketplace experience, reduce transactional friction and drive operational efficiency. Our Marketplace platforms enable our buyers and sellers to benefit from our global scale and continued investments in technology, marketing and customer service. We provide a comprehensive suite of features and services designed to enhance the overall customer experience, leveraging innovation and trust-based programs to simplify commerce, improve efficiency and strengthen engagement and consumer confidence across our global marketplaces.
Net revenues increased 19%15% to $3,089$3.1 millionbillion for the three months ended MarchJune 31,30, 2026 compared to $2,585$2.7 millionbillion during the same period in 2025.
Operating margin decreasedincreased to 19.8%21.6% for the three months ended MarchJune 31,30, 2026 compared to 23.6%17.6% during the same period in 2025.
We generated cash flow from continuing operating activities of $970$549 million for the three months ended MarchJune 31,30, 2026 compared to $755$340 million used in continuing operating activities in the same period in 2025.
We repurchased $500$310 million of common stock and paid $139$138 million in cash dividends during the three months ended MarchJune 31,30, 2026.
We repaid the $750 million aggregate principal amount of our previously outstanding 1.400% senior notes due 2026 on the date of maturity and issued $750 million aggregate principal amount of commercial paper notes.
We received a $194 million cash distribution related to our equity investment in Aurelia during the three months ended March 31, 2026.
In February 2026, our Audit Committee authorized an incremental $2.0 billion under our stock repurchase program.
In February 2026, we entered into a definitive agreement to acquire Depop, Inc., a leading C2C fashion marketplace, for approximately $1.2 billion in cash, subject to certain purchase price adjustments. The transaction is currently expected to close by the end of the third quarter of 2026, subject to the satisfaction of certain closing conditions and receipt of required regulatory approvals.
In AprilJuly 2026, our Audit Committee declared a quarterly cash dividend of $0.31 per share of common stock to be paid on JuneSeptember 12,11, 2026 to stockholders of record as of MayAugust 29,28, 2026.
In February 2026, we entered into a definitive agreement to acquire all of the outstanding equity interests of Depop Limited, a leading consumer-to-consumer (“C2C”) fashion marketplace, for $1.2 billion in cash, subject to certain purchase price adjustments. The transaction closed on July 30, 2026. We paid $1.4 billion in cash, inclusive of preliminary purchase price adjustments, subject to finalization.
(1)Net revenues included $13$1 million and $14 million of hedging losses for the three and six months ended MarchJune 31,30, 2026, respectively, compared to $8$6 million of hedging losses and $2 million of hedging gains during the same periodperiods in 2025.
Our Marketplace platforms operate globally, resulting in certain revenues that are denominated in foreign currencies, primarily the British pound and euro. Year-over-year appreciation or depreciation of the U.S. dollar may have a material impact to our financial results; we have experienced and may continue to experience elevated foreign currency volatility in the future, including as a result of tariffs, global trade announcements, war and other uncertainties. Through our hedging programs, we actively monitor foreign currency volatility and attempt to mitigate significant movements. As shown in the table above, we generate approximatelynearly half of our net revenues internationally. Therefore, we are subject to the risks related to conducting business in foreign countries as discussed in “Part I — Item 1A: Risk Factors” of the 2025 Form 10-K.
Foreign currency movements relative to the U.S. dollar had a favorable impactimpacts of $78$22 million and $100 million on net revenues for the three and six months ended MarchJune 31,30, 20262026, respectively, compared to anfavorable unfavorable impactimpacts of $21$32 million and $11 million during the same periodperiods in 2025. The effect of foreign currency exchange rate movements for the three and six months ended MarchJune 31,30, 2026 compared to the same periodperiods in 2025 was primarily attributable to the weakening of the U.S. dollar against the euro and other major currencies.
(1)Net revenues included $13$1 million and $14 million of hedging losses for the three and six months ended MarchJune 31,30, 2026, respectively, compared to $8$6 million of hedging losses and $2 million of hedging gains during the same periodperiods in 2025.
Net revenues increased during the three and six months ended MarchJune 31,30, 2026 compared to the same period in 2025 primarily due to higher GMV, increased first party advertising penetration, and higher volume and favorable rates associated with our U.S. net shipping program. The increase in first party advertising revenue was driven by increased adoption and attribution changes that enhanced our ability to convert first-party ads, which increased monetization during the period.
The increase in GMV during the three and six months ended MarchJune 31,30, 2026 compared to the same period in 2025 was primarily driven by the continued execution of our strategic initiatives and improved U.S. consumer demand with growth improving sequentially across all our major categories. GMV growth across Focus Categories, C2C and Recommerce, which includes pre-owned and refurbished,refurbished goods, outpaced the remainder of our Marketplace, with particularly strong performance in Collectibles, Motors Parts & Accessories, Fashion and Electronics.Refurbished Goods. C2C growth outpaced B2C growth across the United States, the United Kingdom and Germany. These increases were partially offset by continued challenging macroeconomic conditions across certain international markets.
(1)Cost of net revenues werewas net of immaterial hedging activity for the three and six months ended MarchJune 31,30, 2026 and 2025, respectively.2025.
(2)Foreign currency movements relative to the U.S. dollar had an unfavorable impactimpacts of $17$3 million and $20 million on cost of net revenues for the three and six months ended MarchJune 31,30, 2026, respectively, compared to favorableunfavorable impactimpacts of $5$8 million and $3 million during the same periodperiods in 2025.
The increase in cost of net revenues for the three months ended MarchJune 31,30, 2026 compared to the same period in 2025 was primarily due to increases of $38$44 million in payment processing costs driven by higher payment processing volume, $17$20 million due to the unfavorable impact of foreignpromoted currencyoffsite movements,advertising costs and $16 million in cost of promoted listings products and $12 million in data center and site operations costs.
The increase in cost of net revenues for the six months ended June 30, 2026 compared to the same period in 2025 was primarily due to increases of $82 million in payment processing costs driven by higher payment processing volume, $36 million of promoted offsite advertising costs, $28 million of data center and site operations costs and $20 million due to the unfavorable impact of foreign currency movements.
(1)Foreign currency movements relative to the U.S. dollar had an unfavorable impactimpacts of $45$9 million and $54 million on operating expenses for the three and six months ended MarchJune 31,30, 2026, respectively, compared to aan favorableunfavorable impact of $12 million and an immaterial favorable impact during the same periodperiods in 2025.
The increase in sales and marketing expenses for the three months ended MarchJune 31,30, 2026 compared to the same period in 2025 was primarily due to increases of $89$81 million in marketing program costs, $27 million due to the unfavorable impact of foreign currency movementscosts and $16$21 million in employee-related costs.
The increase in sales and marketing expenses for the six months ended June 30, 2026 compared to the same period in 2025 was primarily due to increases of $170 million in marketing program costs, $37 million in employee-related costs and $33 million due to the unfavorable impact of foreign currency movements.
The increase in product development expenses for the three and six months ended MarchJune 31,30, 2026 compared to the same periodperiods in 2025 was primarily due to an increase in employee-related costs.
The increasedecrease in general and administrative expenses for the three months ended MarchJune 31,30, 2026 compared to the same period in 2025 was primarily due to $104$42 million of lower legal and transaction related costs and $55 million of restructuring costs andrecorded executivein bonuses2025 andthat $35did not reoccur in the current year, partially offset by an increase of $18 million inof employee-related costs.
The increase in general and administrative expenses for the six months ended June 30, 2026 compared to the same period in 2025 was primarily due to increases of $53 million of employee-related costs, $50 million of restructuring costs, partially offset by $29 million of lower legal and transaction related costs.
Transaction losses consist primarily of losses resulting from our buyer protection programs, chargebacks for unauthorized credit card use, and merchant relatedmerchant-related chargebacks due to non-delivery of goods or services. We expect our transaction losses to fluctuate depending on many factors, including changes to our protection programs, macroeconomic conditions and volume.
The increase in transaction losses for the three months ended MarchJune 31,30, 2026 compared to the same period in 2025 was primarily due to $17 million from the ramping of new initiatives, $15 million from higher volume and rate fluctuations and $11$31 million from unfavorable fluctuations in buyer and seller fraud and recovery rates.rates and $14 million from higher volume.
The increase in transaction losses for the six months ended June 30, 2026 compared to the same period in 2025 was primarily due to $68 million from unfavorable fluctuations in buyer and seller fraud and recovery rates and $32 million from higher volume.
Gain (loss) on equity investments and warrants, net primarily consists of gains and losses related to our various types of equity investments. Gain (loss) on equity investments and warrants, net werewas immaterial for the three and six months ended MarchJune 31,30, 2026 and 2025. Refer to “Note 5 — Investments” for further details about our equity investments.
InterestThe incomeincrease decreasedin interest expense for the three and six months ended MarchJune 31,30, 2026 compared to the same periodperiods in 2025 was primarily due to a lowerhigher average notionalyield amounton ofoutstanding fixed-income investments and lower yields.debt.
The decrease in interest income for the three and six months ended June 30, 2026 compared to the same periods in 2025 was primarily due to a lower average notional amount of fixed-income investments and lower yields.
The decrease in our effective tax rate for the three and six months ended MarchJune 31,30, 2026 compared to the same periods in 2025 was primarily due to an increase in excess tax benefits on stock-based compensation.compensation as well as a non-recurring remeasurement of deferred tax liabilities due to enacted Illinois legislation regarding the taxability of foreign earnings in 2025.
Cash provided by continuing operating activities increased for the threesix months ended MarchJune 31,30, 2026 compared to the same period in 2025 primarily due to a decrease in cash paid for income taxes of $794 million, an increase in net revenues and other working capital movements.
Cash provided by continuing investing activities of $783$199 million for the threesix months ended MarchJune 31,30, 2026 was primarily attributable to proceeds of $1.1 billion from the maturities of investments, $684 million from the sale of investments, $352 million from the maturities of investments and $194 million from shareholder distributions from equity investments, partially offset by cash paid for investments of $364$1.4 millionbillion and property and equipment of $72$295 million.
Cash provided by continuing investing activities of $1.3$1.4 billion for the threesix months ended MarchJune 31,30, 2025 was primarily attributable to proceeds of $4.6$6.5 billion from the maturities of investments,investments and $225 million from the Aurelia shareholder distribution, partially offset by cash paid for investments of $3.0$5.0 billion and property and equipment of $111$212 million.
Cash used in continuing financing activities of $561 million for the three months ended March 31, 2026 was primarily attributable to the $486 million paid to repurchase common stock and $139 million paid in cash dividends.
Cash used in continuing financing activities of $1.2$1.0 billion for the threesix months ended MarchJune 31,30, 20252026 was primarily attributable to the $809 million paid to repurchase common stock, the repayment of the $800$750 million aggregate principal amount of our previously outstanding 1.900%1.400% senior notes due 2025, $615 million paid to repurchase common stock, the $441 million repayment of commercial paper,2026 and $134$277 million paid in cash dividends, partially offset by proceeds of $568$739 million from the issuance of commercial paper.
Cash used in continuing financing activities of $2.0 billion for the six months ended June 30, 2025 was primarily attributable to the $1.2 billion paid to repurchase common stock, the $818 million repayment of commercial paper, the repayment of the $800 million aggregate principal amount of our previously outstanding 1.900% senior notes due 2025 and $268 million paid in cash dividends, partially offset by proceeds of $943 million from the issuance of commercial paper.
The negative effect of exchange rate movements on cash, cash equivalents and restricted cash for the threesix months ended MarchJune 31,30, 2026 compared to the 2025 was due to the strengthening of the U.S. dollar against other currencies.
As of MarchJune 31,30, 2026 and December 31, 2025, we had assets classified as cash and cash equivalents as well as short-term and long-term non-equity investments, in an aggregate amount of $5.1$4.9 billion and $4.8 billion, respectively. These amounts do not include cash held on behalf of customers related to marketplace activity of $1.2 billion and $1.0 billion, respectively, which are recognized separately within “Customer accounts and funds receivable” with a corresponding liability within “Customer accounts and funds payable” on our condensed consolidated balance sheet. These amounts also do not include restricted cash related to safeguarding customer funds, our global sabbatical program, and other compensation arrangements held in escrow totaling $154$157 million and $171 million, respectively. We believe these assets, together with cash expected to be generated from operations, borrowings available under our credit agreement and commercial paper program, and our access to capital markets, will be sufficient to satisfy our material cash requirements over the next 12 months and for the foreseeable future.
Geopolitical events, inflationary pressure, foreign exchange rate volatility, elevated interest rates, and changes in and uncertainty regarding global tariffs and trade policies have caused material disruptions in both the United States and international financial markets and economieseconomies, and the duration of these disruptions remains uncertain. The impact of these events has increased, and may continue to increase, our borrowing costs and other costs of capital and otherwise adversely affect our business, results of operations, financial condition and liquidity. The future impact of these events cannot be predicted with certainty and we cannot provide assurance that we will have access to external financing at times and on terms we consider acceptable, or at all, or that we will not experience other liquidity issues going forward.
In May 2026, we repaid the $750 million aggregate principal amount of our previously outstanding 1.400% senior notes due 2026 on the date of maturity. Cash paid related to the repayment was classified as a financing activity on our condensed consolidated statement of cash flows.
As of MarchJune 31,30, 2026, we had fixed-rate senior notes outstanding with an aggregate principal amount of $6.8$6.0 billion, with $750$850 million aggregate principal amount payable within 12 months.
We have a commercial paper program pursuant to which we may issue commercial paper notes in an aggregate principal amount at maturity of up to $1.5 billion outstanding at any time with maturities of up to 397 days from the date of issue. Commercial paper is carried at amortized cost, which approximates its fair value due to the short-term nature of these instruments. As of March 31, 2026 and December 31, 2025, we had no commercial paper notes outstanding. During the three months ended March 31, 2025, we repaid the $450 million aggregate principal amount of the previously outstanding commercial paper notes on the dates of maturity and issued $575 million aggregate principal amount of commercial paper notes, of which $360 million aggregate principal amount had original maturities less than 90 days and $215 million aggregate principal amount had original maturities greater than 90 days.
During the six months ended June 30, 2026, we issued $750 million aggregate principal amount of commercial paper notes with original maturities greater than 90 days. As of June 30, 2026, we had $750 million aggregate principal amount of commercial paper notes outstanding with a weighted average interest rate of 4.12% per annum and a weighted average remaining term of 76 days.
During the six months ended June 30, 2025, we repaid the $830 million aggregate principal amount of the previously outstanding commercial paper notes on the dates of maturity and issued $955 million aggregate principal amount of commercial paper notes, of which $567 million aggregate principal amount had original maturities less than 90 days and $388 million aggregate principal amount had original maturities greater than 90 days. As of December 31, 2025, we had no commercial paper notes outstanding.
We have a credit agreement maturing in January 2029 that provides for an unsecured $2.0 billion five-year revolving credit facility. We may also, subject to the agreement of the applicable lenders, increase the commitments under the revolving credit facility by up to $1.0 billion. Funds borrowed under the credit agreement may be used for working capital, capital expenditures, acquisitions and other general corporate purposes and will bear interest at either (i) a customary forward-looking term rate based on the secured overnight financing rate published by CME Group for the relevant interest period plus an adjustment of 0.1% or (ii) a customary base rate formula, plus a margin (based on our public debt ratings) ranging from 0% to 0.375%. The covenants of the credit agreement are discussed in “Note 9 — Debt” to the condensed consolidated financial statements included in this report. As of MarchJune 31,30, 2026, we had no$750 million aggregate principal amount of commercial paper notes outstanding; therefore, $2.0$1.3 billion of borrowing capacity was available for other purposes permitted by the credit agreement.
As of MarchJune 31,30, 2026, our assets classified as cash and cash equivalents as well as short-term and long-term non-equity investments included assets held in certain of our foreign operations totaling $1.1 billion. As we repatriate these funds to the United States, we will be required to pay income taxes in certain U.S. states and applicable foreign withholding taxes on those amounts during the period when such repatriation occurs. We have accrued deferred taxes for the tax effect of repatriating the funds to the United States. For additional details related to our income taxes, please see “Income Tax Provision” in our Results of Operations above and “Note 13 — Income Taxes” to the condensed consolidated financial statements included in this report.
Acquisition of Depop,Depop Inc.Limited
In February 2026, we entered into a definitive agreement to acquire all of the outstanding equity interests of Depop Limited, a leading C2C fashion marketplace, for $1.2 billion in cash, subject to certain purchase price adjustments. The transaction closed on July 30, 2026. We paid $1.4 billion in cash, inclusive of preliminary purchase price adjustments, subject to finalization. See “Note 3 — Goodwill” to the condensed consolidated financial statements included in this report for more information about our acquisition of Depop Limited.
In February 2026, we entered into a definitive agreement to acquire Depop, Inc. for approximately $1.2 billion in cash, subject to certain purchase price adjustments. The transaction is currently expected to close by the end of the third quarter of 2026, subject to the satisfaction of certain closing conditions and receipt of required regulatory approvals. We intend to fund the transaction with cash on hand.
During the threesix months ended MarchJune 31,30, 2026, we repurchased $500$810 million of our common stock under our stock repurchase program. As of MarchJune 31,30, 2026, a total of $2.3$2.0 billion remained available for future repurchases of our common stock. See “Note 11 — Stockholders’ Equity” to the condensed consolidated financial statements included in this report for more information about our stock repurchase program.
During the three and six months ended MarchJune 31,30, 2026, we paid a total of $139$138 million and $277 million in cash dividendsdividends, respectively, compared to $134 million and $268 million paid during the same periodperiods in 2025. In AprilJuly 2026, our Audit Committee declared a cash dividend of $0.31 per share of common stock to be paid on JuneSeptember 12,11, 2026 to stockholders of record as of MayAugust 29,28, 2026.
We actively monitor significant counterparties that hold our cash and cash equivalents and non-equity investments, focusing primarily on the safety of principal and secondarily on improving yield on these assets. We diversify our cash and cash equivalents and investments among various counterparties in order to reduce our exposure should any one of these counterparties fail or encounter difficulties. To date, we have not experienced any material loss or lack of access to our invested cash, cash equivalents or short-term investments; however, we can provide no assurances that access to our invested cash, cash equivalents or short-term investments will not be impacted by adverse conditions in the financial markets, including, without limitation, as a result of the impact of geopolitical events, inflationary pressure, changes in and uncertainty regarding global tariffs and global trade policies, and foreign exchange rate volatility. At any point in timetime, we have funds in our operating accounts and customer accounts that are deposited and invested with various third-party financial institutions.
EBAY insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 15 filings (5 insiders, 19 trade dates, 288,391 shares, about $31.4M; 14 of these filings say the sales were made under a Rule 10b5-1 trading plan). Net open-market shares: -288,391 (purchases minus sales); net value about -$31.4M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-10-06 | Iannone Jamie |
Open-market sale |
1,439 | $105.28 | $151.5K |
| 2026-10-06 | Iannone Jamie |
Open-market sale |
6,830 | $106.28 | $725.9K |
| 2026-10-06 | Iannone Jamie |
Open-market sale |
2,841 | $106.96 | $303.9K |
| 2026-10-05 | Iannone Jamie |
Open-market sale |
1,145 | $106.58 | $122.0K |
| 2026-10-05 | Iannone Jamie |
Open-market sale |
9,965 | $107.14 | $1.1M |
| 2026-09-15 | Iannone Jamie |
Option exercise | 9,264 | — | — |
| 2026-09-15 | Iannone Jamie |
Option exercise | 11,666 | — | — |
| 2026-09-15 | Iannone Jamie |
Shares withheld for tax | 3,959 | $108.03 | $427.7K |
| 2026-09-15 | Iannone Jamie |
Shares withheld for tax | 4,865 | $108.03 | $525.6K |
| 2026-09-15 | Iannone Jamie |
Shares withheld for tax | 6,075 | $108.03 | $656.3K |
| 2026-09-15 | Iannone Jamie |
Option exercise | 7,401 | — | — |
| 2026-09-15 | Iannone Jamie |
Option exercise | 8,648 | — | — |
| 2026-09-15 | Iannone Jamie |
Shares withheld for tax | 4,582 | $108.03 | $495.0K |
| 2026-09-15 | Wellington Samantha |
Shares withheld for tax | 997 | $108.03 | $107.7K |
| 2026-09-15 | Wellington Samantha |
Shares withheld for tax | 807 | $108.03 | $87.2K |
| 2026-09-15 | Wellington Samantha |
Option exercise | 1,880 | — | — |
| 2026-09-15 | Wellington Samantha |
Option exercise | 1,507 | — | — |
| 2026-09-15 | Boone Cornelius |
Option exercise | 2,778 | — | — |
| 2026-09-15 | Boone Cornelius |
Option exercise | 2,206 | — | — |
| 2026-09-15 | Boone Cornelius |
Option exercise | 2,200 | — | — |
| 2026-09-15 | Boone Cornelius |
Shares withheld for tax | 669 | $108.03 | $72.3K |
| 2026-09-15 | Boone Cornelius |
Shares withheld for tax | 1,033 | $108.03 | $111.6K |
| 2026-09-15 | Boone Cornelius |
Shares withheld for tax | 833 | $108.03 | $90.0K |
| 2026-09-15 | Boone Cornelius |
Shares withheld for tax | 844 | $108.03 | $91.2K |
| 2026-09-15 | Boone Cornelius |
Option exercise | 1,713 | — | — |
| 2026-09-15 | Loeger Julie A |
Option exercise | 3,472 | — | — |
| 2026-09-15 | Loeger Julie A |
Option exercise | 3,799 | — | — |
| 2026-09-15 | Loeger Julie A |
Option exercise | 2,914 | — | — |
| 2026-09-15 | Loeger Julie A |
Option exercise | 2,124 | — | — |
| 2026-09-15 | Loeger Julie A |
Shares withheld for tax | 1,468 | $108.03 | $158.6K |
| 2026-09-15 | Loeger Julie A |
Shares withheld for tax | 1,627 | $108.03 | $175.8K |
| 2026-09-15 | Loeger Julie A |
Shares withheld for tax | 1,264 | $108.03 | $136.5K |
| 2026-09-15 | Loeger Julie A |
Shares withheld for tax | 935 | $108.03 | $101.0K |
| 2026-09-15 | Sweetnam Jordan Douglas Bradley |
Shares withheld for tax | 1,881 | $108.03 | $203.2K |
| 2026-09-15 | Sweetnam Jordan Douglas Bradley |
Option exercise | 3,289 | — | — |
| 2026-09-15 | Sweetnam Jordan Douglas Bradley |
Shares withheld for tax | 1,760 | $108.03 | $190.1K |
| 2026-09-15 | Sweetnam Jordan Douglas Bradley |
Option exercise | 3,611 | — | — |
| 2026-09-15 | Spencer Rebecca |
Option exercise | 555 | — | — |
| 2026-09-15 | Spencer Rebecca |
Option exercise | 188 | — | — |
| 2026-09-15 | Spencer Rebecca |
Shares withheld for tax | 227 | $108.03 | $24.5K |
| 2026-09-15 | Spencer Rebecca |
Shares withheld for tax | 80 | $108.03 | $8.6K |
| 2026-09-15 | Spencer Rebecca |
Option exercise | 373 | — | — |
| 2026-09-15 | Spencer Rebecca |
Option exercise | 752 | — | — |
| 2026-09-15 | Spencer Rebecca |
Option exercise | 919 | — | — |
| 2026-09-15 | Spencer Rebecca |
Option exercise | 205 | — | — |
| 2026-09-15 | Spencer Rebecca |
Option exercise | 582 | — | — |
| 2026-09-15 | Spencer Rebecca |
Shares withheld for tax | 207 | $108.03 | $22.4K |
| 2026-09-15 | Spencer Rebecca |
Shares withheld for tax | 73 | $108.03 | $7.9K |
| 2026-09-15 | Spencer Rebecca |
Shares withheld for tax | 139 | $108.03 | $15.0K |
| 2026-09-15 | Spencer Rebecca |
Shares withheld for tax | 289 | $108.03 | $31.2K |
| 2026-09-15 | Spencer Rebecca |
Shares withheld for tax | 347 | $108.03 | $37.5K |
| 2026-09-15 | Rawashdeh Mazen |
Option exercise | 3,166 | — | — |
| 2026-09-15 | Rawashdeh Mazen |
Option exercise | 2,444 | — | — |
| 2026-09-15 | Rawashdeh Mazen |
Option exercise | 2,500 | — | — |
| 2026-09-15 | Rawashdeh Mazen |
Shares withheld for tax | 1,137 | $108.03 | $122.8K |
| 2026-09-15 | Rawashdeh Mazen |
Shares withheld for tax | 1,649 | $108.03 | $178.1K |
| 2026-09-15 | Rawashdeh Mazen |
Shares withheld for tax | 1,295 | $108.03 | $139.9K |
| 2026-09-15 | Rawashdeh Mazen |
Shares withheld for tax | 1,313 | $108.03 | $141.8K |
| 2026-09-15 | Rawashdeh Mazen |
Option exercise | 2,124 | — | — |
| 2026-09-15 | Alford Peggy |
Option exercise | 2,904 | — | — |
Well-known investors holding EBAY (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| PRIMECAP Management | 2026-06-30 | 1,874,240 | $209.4M | 0.12% | No change |
| Yacktman Asset Management | 2026-06-30 | 1,262,742 | $141.1M | 1.74% | Reduced 17% |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 1,112,823 | $123.0M | 0.04% | Added 9% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 1,021,738 | $114.2M | 0.07% | Reduced 58% |
| Millennium Management (Israel Englander) | 2026-06-30 | 600,989 | $67.2M | 0.05% | Reduced 21% |
| Gotham Asset Management (Joel Greenblatt) | 2026-06-30 | 375,714 | $42.0M | 0.1% | Added 4% |
| D. E. Shaw & Co. | 2026-06-30 | 120,920 | $13.5M | 0.01% | Added 5% |
| Two Sigma Investments | 2026-06-30 | 31,222 | $3.5M | 0.0% | Added 293% |
| Bridgewater Associates | 2026-06-30 | 14,786 | $1.7M | 0.01% | Added 269% |
| Dodge & Cox | 2026-06-30 | 11,750 | $1.1M | — | Sold out |
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 4,500 | $502.9K | 0.0% | New position |