Item 1. BUSINESS

Unless otherwise expressly stated or the context otherwise requires, when we refer to “we,” “our,” “us,” “eBay” or the “Company” in this Annual Report on Form 10-K, we mean eBay Inc. and its consolidated subsidiaries.

Overview

Founded in 1995 in San Jose, California, 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 unique selection. In 2024, eBay enabled $75 billion of Gross Merchandise Volume (“GMV”).

Our Strategy

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 134 million buyers worldwide. Our business model and pricing are designed so our business is successful when our sellers are successful. We earn revenue primarily through fees collected on paid sales, inclusive of payment processing and first-party advertising.

eBay’s strategy is to leverage technology to enhance the marketplace experience for our customers, drive growth in GMV, increase the rate of revenue growth through our advertising initiatives, and deliver healthy operating margins. Beginning in 2020, we embarked on a multi-year journey to build more compelling category experiences for enthusiastic consumers, to become the partner of choice for sellers, and to strengthen trust in relationships with buyers on our Marketplace platforms. In 2023, we evolved our strategy to focus on reinventing the future of ecommerce for enthusiasts. We derived a majority of GMV in 2024 from the following product categories: parts & accessories, collectibles, fashion, electronics, and home & garden.

Since late 2021, eBay has managed payments for all transactions on our Marketplace platforms, delivering intuitive end-to-end payment experiences for our current and next-generation customers. Our customers enjoy significant choice and flexibility in how they pay and get paid on our Marketplace platforms. Additionally, we are continuing to launch and expand services such as eBay Balance, Express Payouts, and Seller Capital to cater to the needs of our customers and drive greater marketplace engagement.

We are focused on growing our first-party advertising revenue while reducing our focus on non-strategic, third-party advertising. We currently offer several advertising solutions to our sellers, including: Promoted Listings, Promoted Offsite, and Promoted Stores. Through these offerings, we aim to provide sellers with data-driven recommendations to improve their conversion and drive velocity. We are also actively testing and building more technology features to simplify the advertising experience, increase listing visibility, and drive continued business growth.

We have acquired and disposed of a significant number of businesses, technologies, services and products, and we maintain investments in certain businesses. We regularly review and manage our investments to ensure they support eBay’s strategic direction and complement our disciplined approach to value creation, profitability, and capital allocation. We expect to continue to evaluate and consider potential strategic transactions as part of our

strategy, including business combinations, acquisitions and dispositions of businesses, technologies, services, products and other assets, as well as strategic investments and joint ventures.

Our Customer Offerings

We provide a number of features for our sellers and buyers that align with our approach of leveraging technology, including generative AI (“Gen AI”), to enhance the marketplace experience for our customers. These offerings are designed to build trust and confidence on our Marketplace platforms and drive GMV.

For sellers, we are focused on simplifying their business processes to help drive their sales effectively and efficiently, and we continuously invest in technology to enhance the quality of selling experiences and products to expand the seller tools ecosystem. In 2024, we expanded our new magical listing experience to more sellers in more markets, saving them time and effort as they create their listings. We also launched a redesigned advertising dashboard across our global markets to enable sellers to have a more cohesive, streamlined view of their advertising reach, spend, and other metrics, giving them more tools to make the best decisions for their businesses. The dashboard enhances the advertising experience for sellers, providing artificial intelligence (“AI”) driven insights and personalized recommendations to help sellers grow their businesses. Additionally, we offer the eBay International Shipping program for sellers in the United States, surfacing millions of listings to buyers across more than 190 markets while removing the friction of international shipping and customs formalities.

For buyers, we are changing the way they find inventory through discovery, personalization and other innovative experiences. We are utilizing AI to transform the shopping experience for buyers. In 2024, we launched Shop the Look, which leverages Gen AI to create shoppable content and fashion recommendations. We also launched Explore, an AI-powered shopping feed enabling users to browse a nearly unlimited list of personalized recommendations based on their interests, style preferences, and sizes. We intend to continue to invest in AI and Gen AI to improve the quality of our buying and selling experiences.

Additionally, we have continued to strengthen our buyers’ confidence and trust in our services. We offer “eBay Money Back Guarantee,” which allows buyers to receive their money back if the item they ordered does not arrive, is faulty or damaged, or does not match the listing. eBay Money Back Guarantee covers most items purchased on the eBay Marketplace platforms in the United States, the United Kingdom, Germany, Australia, Canada, France, Italy and Spain through a qualifying payment method. In addition, eBay authenticates eligible luxury and collectible items in six categories through “Authenticity Guarantee,” an authentication service available in the United States, the United Kingdom, Germany, Australia, Canada, and Japan. In our parts & accessories category, we offer tools that drive trusted and convenient transactions, including fitment to ensure that buyers can find the right parts to fit their vehicles and select installation services that make maintenance and repairs easier. We also continue to expand our eBay Refurbished offering, a dedicated destination that brings inventory from pre-selected brands and top-rated sellers with standardized condition grading, to meet consumer demand for top products backed by a warranty.

Our Impact and Responsibility

eBay’s purpose is to empower people and create economic opportunity for all through our technology for our global community of users. Every day, people build businesses on our Marketplace platforms. With a low cost of entry for sellers, we offer a highly accessible way for all types of users to interact in a global marketplace that’s inclusive and connects people of all backgrounds. Accordingly, we prioritize our corporate responsibility efforts to impact the areas of economic empowerment and sustainable commerce. Key economic programs include eBay for Charity, the eBay Foundation and our small business enablement efforts, such as our Up & Running Grants program.

eBay for Charity empowers buyers and sellers to support charities around the world. In 2024, eBay for Charity partnered with the GLIDE Foundation, the Elton John AIDS Foundation, World Central Kitchen, Six Degrees Org, Deckaid, and Homes for Our Troops, amongst others. In 2024, more than $192 million was raised by buyers and sellers to support charities via eBay for Charity.

The eBay Foundation helps to build economically vibrant and thriving communities. During 2024, the eBay Foundation granted nearly $18 million through strategic grantmaking and our employee gift-matching program, primarily to support historically excluded entrepreneurs. To date, the eBay Foundation has awarded nearly $140 million to more than 1,800 nonprofits.

Recommerce has been an integral part of eBay’s purpose since the Company was founded in 1995. As a pioneer of the circular economy, eBay has created an online marketplace where people can buy and sell pre-owned goods. This helps preserve the world’s natural resources by avoiding a portion of the carbon emissions, water, energy and waste typically used in producing new goods.

In 2024, eBay sourced 100% of its electricity consumption for eBay-controlled offices and data centers from renewable sources, reaching our 2025 renewable energy goal one year early. eBay has also set emissions reduction targets, including near- and long-term science-based targets, and a 2045 net-zero target, that have been validated by the Science Based Targets initiative. In 2024, eBay was ranked in the United States Environmental Protection Agency’s Green Power Partnership National Top 100 and Top 30 Tech & Telecom for the fifth year. In 2024, eBay was also recognized for its commitment to sustainability and responsible business by its inclusion in the Dow Jones Best-in-Class World and North American Indices (formerly known as the Dow Jones Sustainability Indices) for the sixth straight year.

Financial Information

We measure our footprint in our addressable market according to GMV. 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. In 2024, we generated $75 billion in GMV, of which 49 percent was generated outside the United States. 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.

At the end of 2024, eBay had 134 million active buyers and 2.3 billion live listings globally. The term “active buyer” means, as of any date, all buyer accounts that paid for a transaction on our Marketplace platforms within the previous 12-month period. Buyers may register more than once and, as a result, may have more than one account.

We generate net revenues through two activities, Marketplace activities which primarily consist of commissions from the service of connecting buyers and sellers on our secure and trusted Marketplace platforms and Advertising activities, which primarily consist of fees charged to sellers to promote their listings. The majority of our revenue comes from a take rate on the GMV of transactions paid on our Marketplace platforms. We define “take rate” as net revenues divided by GMV.

Our Marketplace platforms are designed to enable our buyers and sellers to leverage our economies of scale and capital investments in sales and marketing, mobile, customer acquisition, technology innovation and customer service.

Competition

We encounter vigorous competition in our business from numerous sources. Our users can list, sell, buy, and pay for similar items through a variety of competing online, mobile and offline channels. These include, but are not limited to, retailers, distributors, liquidators, import and export companies, auctioneers, catalog and mail-order companies, directories, search engines, commerce participants (consumer-to-consumer, business-to-consumer and business-to-business), shopping channels and networks. As our product offerings continue to broaden into new categories of items and new commerce formats, we expect to face additional competition from other online, mobile and offline channels for those new offerings. We compete on the basis of numerous factors, including price, product selection and services, and geographical reach.

For more information regarding competitive factors impacting our business, see the information in “Item 1A: Risk Factors” under the captions “Substantial and increasingly intense competition worldwide in ecommerce may harm our business” and “We could be subject to regulatory or agency investigations and/or court proceedings under unfair competition laws that could adversely impact our business.”

Government Regulation

Government regulation impacts key aspects of our business. In particular, we are subject to laws and regulations that affect the ecommerce industry in many countries where we operate.

Our business is subject to payments reporting requirements for our sellers in many jurisdictions. For example, in the United States, legislation was passed in 2021 requiring all businesses that process payments to issue a Form 1099-K for all sellers who receive more than $600 in gross payments in a year, a decrease from the previous reporting threshold of $20,000 and 200 transactions. The Internal Revenue Service (“IRS”) delayed the enforcement of this rule twice until 2024, when it announced a phase-in threshold of $5,000 for 2024 and $2,500 for 2025. As a result, Form 1099-Ks for the $5,000 threshold were issued in January 2025 for 2024 transactions and Form 1099-Ks for the $2,500 threshold will be issued beginning in January 2026 for 2025 transactions, subject to potential new federal legislation raising the threshold and/or future IRS action. Outside the United States, we have complied with reporting requirements in the European Union and United Kingdom, among other jurisdictions, and more countries and jurisdictions continue to enact similar requirements. Tax collection and/or reporting responsibilities and the additional costs associated with compliance with complex sales and use tax collection, remittance and audit requirements, could create additional burdens for buyers and sellers on our Marketplace platforms.

The E.U. Digital Services Act (the “DSA”) took effect for all online platforms in February 2024. The DSA imposes legal obligations on online marketplaces operating in Europe, requiring them to verify and ensure the accuracy and disclosure of required information, as well as the safety and authenticity of products posted by third-party merchants. The DSA also enforces new content moderation obligations, notice obligations, advertising restrictions and other requirements on digital platforms that created additional operational burdens and compliance costs for us. Additionally, in late 2023, the United Kingdom’s Online Safety Act (the “OSA”) became law, and in 2024 the United Kingdom’s Digital Markets, Competition and Consumers Act (the “DMCCA”) became law. The OSA created requirements around monitoring and handling harmful content and required us to expend resources to comply with the new regulations. The DMCCA expands the investigative and enforcement powers of the Competition and Markets Authority, modifies the United Kingdom merger control rules, and creates a new consumer protection regime. We may expend additional resources to comply with the DMCCA.

For more information regarding the regulations that impact our business and our legal and regulatory risks, see the information in “Item 1A: Risk Factors” under the category “Regulatory and Legal Risks.”

Seasonality

Transaction activity patterns on our Marketplace platforms generally trend in line with consumer buying patterns. Seasonal trends have been influenced by macroeconomic conditions, foreign exchange rate fluctuations, as well as the introduction and scaling of new products by us and our competitors. Please see the additional information in “Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the caption “Seasonality.”

Technology

The eBay Marketplace platforms use a combination of proprietary technologies and services as well as technologies and services provided by others. We have developed intuitive user interfaces; buyer, seller and developer tools; and transaction processing, database and network applications that help enable our users to reliably and securely complete transactions on our Marketplace platforms. Our technology infrastructure simplifies the storage and processing of large amounts of data, eases the deployment and operation of large-scale global products and services and automates much of the administration of large-scale clusters of computers. Our infrastructure has been designed around industry-standard architectures to reduce downtime in the event of outages or catastrophic occurrences.

In support of our commitment to innovation and a better customer experience, we have been on a multi-year evolution to modernize our Marketplace platforms. Through technologies like AI, including Gen AI, we are anticipating the needs of buyers, sellers and developers, empowering entrepreneurs looking to grow their business, and making the Marketplace platforms more accessible to everyone. We aim to create highly personalized and inspiring shopping experiences powered by advanced technologies.

For information regarding technology-related risks, see the information in “Item 1A: Risk Factors” under the captions “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” and “New laws and increasing levels of regulation in the areas of privacy and protection of user data could harm our business.”

Intellectual Property

We regard the protection of our intellectual property, including our trademarks (particularly those covering the eBay name), patents, copyrights, domain names, trade dress and trade secrets as critical to our success. We protect our intellectual property rights by relying on federal, state and common law rights in the United States and internationally, as well as a variety of administrative procedures. We also rely on contractual restrictions to protect our proprietary rights in products and services. We routinely enter into confidentiality and invention assignment agreements with our employees and contractors and nondisclosure agreements with parties with whom we conduct business to limit access to and disclosure of our proprietary information.

We routinely pursue registration of our domain names, trademarks and patents in the United States and internationally. Additionally, we have filed patent applications in the United States and internationally covering certain aspects of our proprietary technology. Effective trademark, copyright, patent, domain name, trade dress and trade secret protection is typically expensive to maintain and may require litigation. We must protect our intellectual property rights and other proprietary rights in an increasing number of jurisdictions, a process that is expensive and time consuming and may not be successful.

We have registered our core brands as trademarks and domain names in the United States and internationally and have in place an active program to continue to secure trademarks and domain names that correspond to our brands in markets of interest. If we are unable to register or protect our trademarks or domain names, we could be adversely affected in any jurisdiction in which our trademarks or domain names are not registered or protected. We have licensed in the past, and expect to license in the future, certain of our proprietary rights, such as trademarks, to others.

From time to time, third parties have claimed — and others will likely claim in the future — that we have infringed their intellectual property rights. We are typically involved in a number of such legal proceedings at any time. Please see the information in “Item 1A: Risk Factors” under the captions “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,” and “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.”

Human Capital Management

As of December 31, 2024, we employed approximately 11,500 people globally, of which, approximately 7,000 were located in the United States. eBay has robust people-focused programs to attract, support and retain our employees globally. Our recruitment, development, compensation and benefits, wellness, and our eBay DNA are designed to reflect our values, ensure eBay’s competitiveness in the talent market and ensure we support our employees’ well-being. eBay’s management is focused on delivering programs that develop and support our people and connect them with our customers, our community, and each other. We believe that our employees are important to our overall success. The Compensation and Human Capital Committee of our Board of Directors oversees our human capital management strategy and practices, including our talent recruitment, development and retention, employee engagement, succession planning, and company culture.

Culture and the eBay DNA

eBay’s purpose is to connect people and build communities to create economic opportunity for all, which continues to serve as the backbone of our culture. We bring this purpose to life through five core elements that make up the eBay DNA: Empower our Community, Innovate Boldly, Deliver with Impact, Be for Everyone, and Act with Integrity. Our human capital management programs tend to focus on the two elements described below, but these programs are designed and intended to support each of our five core elements.

Be For Everyone

At eBay, our core value — “Be for Everyone”— fuels our commitment to diversity, inclusion, and belonging. We strive to create a workplace where every employee feels valued, empowered, and able to bring their best, most innovative selves to work. This commitment fosters creativity, strengthens engagement, and cultivates a deep sense

of belonging, which we believe is essential for driving corporate performance, achieving business goals, and delivering shareholder value.

As a global marketplace connecting millions of buyers and sellers, eBay’s purpose is to build communities and create economic opportunity for all. By embracing diverse perspectives and fostering an inclusive culture, we enhance innovation, deepen our understanding of customers, and strengthen the connections that drive our business. We believe that fostering belonging and reflecting the diversity of our global community helps us attract and retain consumers, expand the breadth of inventory on our Marketplace platforms, and create long-term value for our shareholders.

We engage with our people on an ongoing basis to support their physical, financial, and mental well-being for them and their families through expanded wellness resources. As part of these efforts, we have continued our focus on ensuring our employees and their families have access to high quality care. We also seek to make that care affordable. Throughout the year, we emphasize the importance of our employees’ well-being and continue to provide mental health training for managers and peers. In 2024, we introduced Thrive Global, a wellness program to encourage small habit changes that positively impact overall well-being, and launched a global financial well-being education campaign to promote financial literacy and health. We believe our commitment to well-being support programs strengthens our ability to attract and retain the top talent we need to achieve our business goals and drive shareholder value by supporting eBay employees and their families in moments that matter.

Act With Integrity

We are committed to ethics and acting with integrity. We regularly communicate about the importance of being open, honest, ethical and authentic with ongoing trainings and “tone from the top” topics that encourage conversations between leaders and our employees. We also host an annual Ethics and Compliance Week focused on celebrating ethical decision making and conduct and educating employees about our programs and the resources available to them to support them in acting with integrity. By fostering an ethical culture, where speaking up is encouraged, we believe that we reduce company risk, protect our business and ultimately serve our shareholders’ best interests.

In addition to multiple channels for sharing feedback, we also regularly survey our employees through our eBay Listens program. We ask about trust and engagement, their experience with diversity, inclusion and belonging, ethics and integrity, and we also ask for upward feedback about managers. We believe our employees welcome sharing their points of view with us and are encouraged by how their input molds several strategic programs and our values, including our commitments in critical areas such as Impact and Responsibility. We believe these programs increase employee engagement and cohesion and allow for creativity and innovation in achieving our business goals and driving shareholder value.

Available Information

Our Internet address is www.ebay.com. Our investor relations website is located at investors.ebayinc.com. We make available free of charge on our investor relations website under the heading “Financial Information - SEC Filings” our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports as soon as reasonably practicable after such materials are electronically filed with (or furnished to) the SEC at www.sec.gov.

We webcast our earnings calls and certain events we participate in or host with members of the investment community on our investor relations website. Additionally, we provide notifications of news or announcements regarding our financial performance, including SEC filings, investor events, press and earnings releases, and blogs on our investor relations website, as well as our company website and social media channels including LinkedIn and X. Company sustainability information for investors is available on our investor relations website under the heading “ESG Investors.” Corporate governance information, including our governance guidelines for our Board of Directors (our “Board”), Board committee charters and code of conduct, is also available on our investor relations website under the heading “Corporate Governance.”

The contents of our websites and webcasts and information that can be accessed through our websites, webcasts and social media channels are not incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with (or furnish to) the SEC, and any references to our websites and webcasts are intended to be inactive textual references only.