eBay (EBAY) 10-K risk factor changes: FY2025 vs FY2024

Business, [removed: Economic, Market] [added: Economic] and Operating Risks

- [removed: Substantial and increasingly] [added: We face] intense competition [removed: worldwide in ecommerce] [added: that] may [added: materially] harm our business.

- Our international operations [removed: and engagement in cross-border trade are] subject [added: us] to [added: various uncertainties, costs and] risks, which could harm our business.

- [removed: Changes to our programs to protect buyers] [added: Our buyer] and [removed: sellers could] [added: seller trust and protection programs] increase our costs and loss rate, and failure to manage such programs effectively can [removed: result] [added: damage customers’ trust] in [added: transacting on our platforms, which could] harm [removed: to] our [removed: reputation.][added: business.]

- We may be unable to adequately protect or enforce our [removed: intellectual property rights and face ongoing allegations by third parties that we are infringing their] [added: own] intellectual property rights.

- Systems failures and [removed: resulting] [added: business] interruptions [removed: 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 [added: attracting, retaining, and developing our senior managers and other] key employees.

The loss of [added: the services of, or our inability to attract highly qualified,] senior management [removed: or] [added: and] other key [removed: employees] [added: employees,] could harm our business.

- [removed: Our business is] [added: We are] subject to extensive and increasing [removed: government] regulation and oversight, which could adversely impact our business.

- [removed: New laws and increasing] [added: Increasing] levels of regulation in the areas of privacy, protection of user data and cybersecurity could harm our business.

[removed: - We are subject to] [added: As a result, these] laws [removed: and regulations that] are [removed: not primarily intended for online commerce,] [added: often the subject of unpredictable judicial] and [added: regulatory] interpretations [removed: of these laws] and [removed: regulations] [added: private and government claims that] could harm our business.

- We are [removed: regularly] subject to [removed: litigation and regulatory and government inquiries, investigations] [added: laws] and [removed: disputes, as our business evolves] [added: regulations that are not primarily intended for online commerce,] and [removed: as] governments and regulators [added: regularly subject us to litigation, inquiries and investigations, as they] seek to extend new and existing laws to reach our business model.

- We have substantial [removed: indebtedness, and we may incur substantial additional] indebtedness [removed: in the future,] and we [removed: may not] [added: cannot guarantee that we will always] generate sufficient cash flow [removed: from our business] to service our [added: existing and future] indebtedness.

Failure to comply with the terms of our indebtedness could [removed: result in the acceleration of our indebtedness, which could] have [removed: an] [added: a material] adverse effect on our cash flow and liquidity.

Current global economic [added: and geopolitical] events and conditions as well as evolving regulatory scrutiny may amplify many of these risks.

Our operating and financial results have [added: significantly] varied on a quarterly basis [removed: during] [added: throughout] our operating [removed: history] [added: history,] and [removed: may] [added: we expect our results to] continue to fluctuate significantly [removed: as a result of] [added: for] a variety of [removed: factors,] [added: reasons,] including [added: all of] the [removed: following] risks [removed: and other risks set forth] [added: described] in [removed: this] “Risk [removed: Factors” section:][added: Factors,” including the following:]

- the amount and timing of expenses; [added: and]

- changes in consumer confidence and discretionary spending trends, including shifts in interests away from any of our major [added: focus] categories;

- the success of our marketing efforts; [removed: and]

- [removed: the impact of competitive and industry developments, including] changes in the [added: geopolitical,] legal and regulatory landscape, and our response to those developments.

In view of the rapidly evolving nature of our [removed: business,] [added: business and the factors discussed above,] period-to-period comparisons of our operating [added: and financial] results may not be meaningful, and you should not rely upon them as an indication of future performance.

[added: All of our GMV, and substantially] all of our net revenues each quarter come from transactions involving sales during that quarter.

[removed: *Substantial and increasingly] [added: We face] intense competition [removed: worldwide in ecommerce] [added: that] may [added: materially] harm our [removed: business.*][added: business.]

[added: -] The barriers to [removed: entry into these channels can be low, and businesses] [added: competition are low – Competitors] can easily launch [removed: online sites or mobile] [added: their own] platforms [removed: and applications] at nominal cost by using commercially available software or partnering with [removed: any of a number of] successful ecommerce, search, advertising or social media companies.

As we respond to changes in the competitive environment, we have made, and expect in the future to make [removed: pricing, service, policy or marketing] [added: pricing] decisions [removed: or acquisitions] that may [removed: be controversial with and lead to dissatisfaction among sellers or buyers.][added: negatively impact our revenue generation model.]

[removed: In addition, certain platform businesses,] [added: - We may not be able to engage consumers as effectively as our large competitors with broad ecosystems – Some of our competitors,] such as Alibaba, Alphabet (Google), Amazon, Apple and Meta (Facebook and Instagram), are larger than we are, have greater resources, have a dominant and secure position in other industries or certain significant markets, or offer other goods and services [added: and product ecosystems] to consumers and merchants that we do not offer, which can drive consumers to, and keep them locked-in to, their platforms instead of [added: using] ours.

[added: - We cannot match the resources of all of our competitors –] Competitors with other revenue sources or greater resources [removed: may also be able to devote] [added: can spend] more [removed: resources to] [added: on] marketing and promotional campaigns and buyer acquisition, adopt more aggressive pricing policies and devote more resources to website, mobile platforms and applications and systems development than we can.

If we are unable to use or adapt to operational changes in such services, we may face higher costs for such services, face integration or technological barriers or lose customers, which could [added: materially] harm our business.

[added: -] Consumers [removed: that buy goods on our platforms] have a wide variety of alternatives that compete against [removed: us regardless of their size or resources, including] [added: us – Consumers have alternatives, such as] traditional department, warehouse, boutique, discount and general merchandise stores (as well as the online and mobile operations of these traditional retailers), online [removed: retailers and their related mobile offerings,] [added: retailers,] direct-to-consumer [removed: offerings by makers of goods,] [added: offerings,] online aggregation and classified services, social media [removed: platforms] [added: platforms, new “live commerce” ventures] and other shopping channels, such as offline and online home shopping networks.

These consumers can also turn to shopping-comparison sites, such as Google Shopping, [removed: or] [added: and] social networks that enable [removed: purchases] [added: purchases,] such as Instagram and TikTok.

[added: - Third-party search may direct consumers to our competitors –] We use product search engines and paid search advertising to help users find our sites, [added: and consumers increasingly use horizontal search engines, shopping comparison sites and newer technologies like AI chatbots to find products,] but these services also have the potential to divert users to other online shopping destinations.

For example, [added: we are seeing] consumers [removed: may] increasingly search for products using chatbots, virtual assistants [removed: or] [added: and] other Gen AI technologies powered by large language models instead of using traditional search engines.

If [removed: current and future] AI technologies do not send referrals to eBay at the rate of traditional search engines for any reason, [removed: the amount of buyer and seller] [added: consumer] traffic [removed: using] [added: on] our platforms could decrease, which [removed: could] [added: would] negatively impact on our business and results of operations.

[added: - We may not keep up with seller expectations –] Consumers and merchants that sell goods on our platforms also have many alternatives, including general ecommerce marketplaces, such as Amazon and Alibaba, and more specialized marketplaces that focus on discrete categories of products.

Consumers and [removed: merchants] [added: sellers] also can create and sell through their own sites and may choose to purchase online advertising instead of using our [removed: services.][added: services or paying for our advertising products.]

[removed: Regardless of their size or brand recognition,] [added: - We may struggle to keep up with] local [added: platforms in some geographies - Local] competitors may have a better understanding of local culture and commerce and be better positioned to quickly and effectively deliver the experiences that these local consumers want, which could drive down consumer traffic to our [removed: Marketplace platforms and harm our business.][added: platforms.]

[removed: Examples of these] [added: Additionally, our growth strategy has increasingly emphasized our] Focus [removed: Categories include] [added: Categories, such as] motor parts and accessories, collectibles, refurbished goods, and authenticated luxury items.

[removed: However,] [added: Our Focus Category] buyers and sellers [removed: in our Focus Categories] often have unique product and service needs.

[removed: Because of the] [added: The] size and complexity of our [removed: Marketplace platforms, we may fail] [added: platforms can make it difficult for us] to address the unique needs of [removed: focus category buyers and sellers] [added: our Focus Category consumers] as quickly and efficiently as [added: our] specialist competitors.

To sustain or increase our advertising revenue, we must continue to provide customers with compelling advertising [removed: products to maintain or increase the amount] [added: products, particularly in light] of [removed: advertising purchased through our platform.][added: the potential for AI technologies to change how consumers search for products (e.g., using AI agents and chatbots).]

- We experience significant variation in our operating and financial results, including GMV and net revenues.

- 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.

- 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 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.

- 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 face significant risk of liability for the actions of our customers, including products sold by sellers on our platforms.

- We face risk from third parties that allege that we infringe, or are responsible when our customers infringe, on their intellectual property rights.

Financial Risks

- Our stock repurchases are discretionary and, even if effected, they may not achieve the desired objectives.

Business, Economic and Operating Risks

We experience significant variation in our operating and financial results, including GMV and net revenues.

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.

- the impact of competition on our business and industry;

We compete with a wide and growing variety of online and offline businesses that provide similar goods and services across numerous industries and geographies in which we operate, including traditional retail, e-commerce, live commerce, advertising, search engines, social media, and AI-powered tools (such as agents and chatbots).

To succeed, we must compete effectively across the following factors:

- the price, breadth and relevance of our inventory;

- the ease with which buyers can find the inventory they are seeking;

- buyer and seller trust in transacting on our platforms;

- the user experience using our products and services;

- reliability of delivery and payment;

- buyer preferences for delivery options and speed, shipping costs and returns; and

- service fees, including from paid transactions, first-party advertising, and shipping.

Significant competitive risks we face include:

- We may not keep up with buyer expectations – Buyer expectations and preferences around user experience, including customer service, ease of buying, low (or no) cost shipping, delivery options (such as pick-up and drop-off), delivery speed, ease of returns and return policies, constantly evolve and it may be difficult for us to respond effectively.

For example, it may be impractical or inefficient for our sellers to meet evolving delivery expectations, and we may lack the resources to match shipping subsidies from our competitors.

- We may not be able to match the flexibility and expertise of all specialist competitors – Competitors that are narrowly focused on specific goods may be better than we are at creating buyer and seller communities and catering to the needs of those communities.

Specialist competitors may have more resources to innovate quickly and efficiently within these communities without disruption to buyers and sellers outside of those communities.

For example, consumers can buy and sell goods using social media, online aggregation and classifieds

platforms, such as Facebook Marketplace.

Some consumers, including those in younger demographics, may prefer some of these alternative shopping formats to our largely fixed-price listing and traditional auction-style listing formats.

If our advertising products, including our Promoted Listings, are not competitive, we will lose advertising revenues and our business will be harmed.

If customers perceive that our advertising products are not effective and do not drive quick sales as effectively as off-platform alternatives, including AI technologies such as agents and chatbots, they may not pay for these services and they may be driven to try competing platforms and alternatives.

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.

Our business model is dependent upon consumer engagement and spending, which is difficult to predict and which can vary materially due to many factors, including macroeconomic conditions (such as job losses, inflation, changes in tax liabilities, access to credit, changes in global trade and tariff policies, recessionary fears, general economic uncertainty, and changes in consumer confidence); geopolitical events and events that capture public attention (such as war, the threat of war, social or political unrest, or terrorist activity); natural and human caused disasters and the impact of climate change (such as earthquakes, hurricanes, droughts, flooding, wildfires, sea level rise, and increased energy and shipping costs); power shortages or outages; major public health issues and pandemics; seasonal and potentially non-durable buying and selling trends; general shifts in the cultural appetite for re-commerce; our promotional and marketing campaigns; and new technologies (such as live commerce and AI shopping agents).

For example, we saw significant changes to consumer spending throughout 2025 as our users around the world adjusted to changing global trade policies and tariffs.

- 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 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.

- 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.

- 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.

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.

- Problems with or price increases by third parties who provide services to us or to our sellers could harm our business.

- 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

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.

*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.*

It is difficult for us to forecast the level or source of our revenues or earnings (loss) accurately, particularly given that substantially

Due to the inherent difficulty in forecasting revenues, it is also difficult to forecast expenses as a percentage of net revenues.

Quarterly and annual expenses as a percentage of net revenues reflected in our consolidated financial statements may be significantly different from historical or projected percentages.

Because our business model is dependent upon consumer spending, our results of operations are sensitive to changes in or uncertainty about macro-economic conditions.

Our buyers have at times had, and may in the future have, less capacity for discretionary purchases and may reduce their purchases from our sellers as a result of various factors, including job losses, inflation or inflationary pressure, higher taxes, reduced access to credit, changes in federal economic policy, public health issues such as a pandemic, global economic uncertainty, foreign exchange rate volatility, lower consumer confidence and demand for discretionary goods, elevated interest rates, changes in international tariff and trade policies, and geopolitical events such as the ongoing wars in Ukraine and in the Middle East.

We currently and potentially compete with a wide variety of online and offline companies providing similar goods and services to consumers and merchants, some of which are well-established brands with greater resources and larger user communities than our own.

The Internet and mobile networks provide new, rapidly evolving and intensely competitive channels for the sale of all types of goods and services.

We compete as a two-sided marketplace, and we must attract both buyers and sellers to use our platforms.

Consumers who purchase or sell goods and services through us have many and increasing alternatives, and merchants have more channels to reach consumers.

We expect competition to continue to intensify.

Any increase in seller or buyer dissatisfaction could negatively impact our revenue generation model, our costs or our business operations, any of which could reduce activity on our platform and harm our reputation and profitability.

We face increased competitive pressure online and offline.

In particular, the competitive norm for, and the expected level of service from, ecommerce and mobile commerce has significantly increased due to, among other factors, improved user experience, greater ease of buying goods, lower (or no) shipping costs, faster shipping times and more favorable return policies.

If we are unable to change our products, offerings and services in ways that reflect the changing demands of ecommerce and mobile commerce marketplaces, including if our sellers are unable to source items or we are unable to provide service levels (some of which depend on services provided by sellers on our platforms) in line with consumer expectations, we may not compete effectively with and adapt to changes in larger platform businesses, and our business and reputation could suffer.

Other competitors may offer faster and/or free shipping, same-day delivery, more favorable return policies and other superior transaction-related services that improve the user experience on their sites, which could be impractical or inefficient for our sellers to match.

Competitors may be more narrowly focused on particular types of goods and create compelling communities and may be able to innovate more quickly and efficiently, and new technologies may increase these competitive pressures by enabling competitors to offer more efficient or lower-cost services.

Some of our competitors control products and services that are important to our success, including payment processing, Internet search, social media, Gen AI features powered by large language models, shipping and delivery resources and mobile operating systems.

Such competitors could manipulate pricing, availability, terms or operation of service related to their products and services in a manner that impacts our competitive offerings.

For example, Alphabet, which operates a shopping platform service, has from time to time made changes to its search algorithms that have reduced the amount of search traffic directed to us from searches on Google.

In addition to generalist retailers, consumers may also use a large number of online and offline channels that are focused on one or more of the categories of products offered on our sites.

Consumers that buy goods on our platforms can also turn to many companies that offer a variety of services that provide other channels to find what they are looking for, including social media, online aggregation and classifieds platforms, such as Facebook Marketplace or craigslist.

Our competitors may partner with one another and create product offerings or implement advertising or marketing strategies that may be more compelling to customers than our standalone experience.

In certain markets, our fixed-price listing and traditional auction-style listing formats are increasingly being challenged by other formats, such as social commerce and business models, such as free-to-sell marketplaces.

These consumers may choose to search for products and services with a horizontal search engine or shopping comparison website, and such sites may also send users to other shopping destinations.

This section of this Annual Report on Form 10-K generally discusses [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] items and year-to-year comparisons between [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

Discussions of [removed: 2022] [added: 2023] items and year-to-year comparisons between [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] are not included in this Annual Report on Form 10-K, and can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2023.*][added: 2024.*]

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 [added: a] unique selection.

Gross Merchandise Volume (“GMV”) grew during [removed: 2024] [added: 2025] as we executed on our strategy, including across Focus Categories, country-specific investments, and horizontal initiatives.

Net revenues increased [removed: 2%] [added: 8%] to [removed: $10.3] [added: $11.1] billion compared to [removed: $10.1] [added: $10.3] billion in [removed: 2023.][added: 2024.]

We generated cash flow from continuing operating activities of [added: $2.0 billion in 2025 compared to] $2.4 billion in [removed: both 2024 and 2023.][added: 2024.]

We repurchased [removed: $3.1] [added: $2.5] billion of common stock and paid [removed: $533] [added: $531] million in cash dividends.

In [removed: the third quarter,] [added: 2025,] we repaid [removed: $750] [added: the $800] million aggregate principal amount of our previously outstanding [removed: 3.450%] [added: 1.900%] senior notes on the date of maturity.

[removed: In January 2025, we] [added: We also] repaid the [removed: $450] [added: $800] million aggregate principal amount of [removed: the] [added: our] previously outstanding [removed: commercial paper] [added: 1.900% senior] notes [added: due 2025] on the date of maturity.

In February [removed: 2025,] [added: 2026,] our [removed: Board] [added: Audit Committee, pursuant to delegated authority from our Board,] declared a cash dividend of [removed: $0.29] [added: $0.31] per share of common stock to be paid on March [removed: 28, 2025] [added: 20, 2026] to stockholders of record as of March [removed: 14, 2025.][added: 6, 2026.]

We have one reportable segment, which reflects how the chief operating decision [removed: maker (“CODM”),] [added: maker, our] President and Chief Executive Officer, reviews and assesses performance of the business.

The accounting policies of this segment are the same as those described in “Note 1 — The Company and Summary of Significant Accounting Policies” [removed: in our] [added: to the] consolidated financial statements included elsewhere in this report.

| | | | [removed: 2024] [added: 2025] | | | | | | % Change | | | | | | [removed: 2023] [added: 2024] | | | | | | % Change | | | | | | [removed: 2022] [added: 2023] | | |

| Marketplace revenues [added: (1)] | | | $ | [removed: 8,648] [added: 9,107] | | | | | [removed: —] [added: 5] | | % | | | | $ | [removed: 8,669] [added: 8,648] | | | | | — | | % | | | | $ | [removed: 8,644] [added: 8,669] | |

| Advertising revenues [added: (1)] | | | [removed: 1,635] [added: 1,993] | | | | | | [removed: 13] [added: 22] | | % | | | | [removed: 1,443] [added: 1,635] | | | | | | [removed: 25] [added: 13] | | % | | | | [removed: 1,151] [added: 1,443] | | |

| Net revenues | | | $ | [removed: 10,283] [added: 11,100] | | | | | [removed: 2] [added: 8] | | % | | | | $ | [removed: 10,112] [added: 10,283] | | | | | [removed: 3] [added: 2] | | % | | | | $ | [removed: 9,795] [added: 10,112] | |

Seasonal trends in net revenues have [removed: been] [added: been, and we expect in the future will be,] influenced by macroeconomic conditions, [added: including tariffs and global trade policies,] foreign exchange rate fluctuations, as well as [removed: the introduction and scaling of] new [added: and updated] products and initiatives by us and our competitors.

| *% change from prior quarter* | | | [removed: *(5)*] [added: *—*] | | *%* | | | | [removed: *(2)*] [added: *6*] | | *%* | | | | [removed: *(2)*] [added: *3*] | | *%* | | | | *5* | | *%* |

| United States | | | $ | [removed: 5,238] [added: 5,789] | | | | | [removed: 3] [added: 11] | | % | | | | $ | [removed: 5,073] [added: 5,238] | | | | | [removed: 5] [added: 3] | | % | | | | $ | [removed: 4,842] [added: 5,073] | |

| *% of net revenues* | | | [removed: *51*] [added: *52*] | | *%* | | | | | | | | | | [removed: *50*] [added: *51*] | | *%* | | | | | | | | | | [removed: *49*] [added: *50*] | | *%* |

| International | | | [removed: 5,045] [added: 5,311] | | | | | | [removed: —] [added: 5] | | % | | | | [removed: 5,039] [added: 5,045] | | | | | | [removed: 2] [added: —] | | % | | | | [removed: 4,953] [added: 5,039] | | |

| *% of net revenues* | | | [removed: *49*] [added: *48*] | | *%* | | | | | | | | | | [removed: *50*] [added: *49*] | | *%* | | | | | | | | | | [removed: *51*] [added: *50*] | | *%* |

| Net revenues (1)(2) | | | $ | [removed: 10,283] [added: 11,100] | | | | | [removed: 2] [added: 8] | | % | | | | $ | [removed: 10,112] [added: 10,283] | | | | | [removed: 3] [added: 2] | | % | | | | $ | [removed: 9,795] [added: 10,112] | |

(1)Net revenues included [removed: $54] [added: $41] million of hedging losses during [removed: 2024] [added: 2025] compared to [removed: $56] [added: $54] million [added: of hedging losses during 2024] and [removed: $140] [added: $56] million of hedging gains during [removed: 2023 and 2022, respectively.][added: 2023.]

(2)Foreign currency movements relative to the U.S. dollar had a favorable impact of [removed: $2] [added: $47] million during [removed: 2024] [added: 2025] compared to [removed: a] favorable [removed: impact] [added: impacts] of [removed: $52] [added: $2] million and [removed: an unfavorable impact of $320] [added: $52] million during [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

The effect of foreign currency exchange rate movements during [removed: 2024] [added: 2025] compared to [removed: 2023] [added: 2024] was primarily attributable to the weakening of the U.S. dollar against the euro and other major currencies.

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 [removed: future.][added: future, including as a result of tariffs and global trade announcements.]

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 [removed: taxes.][added: taxes, without adjustment for returns or cancellations.]

| | | | [removed: 2023 | | | | | |] [added: 2025] | | | | | | [added: % Change] | | | | | | [removed: 2022] [added: 2024] | | | | | | % Change | | | | | | [added: 2023] | | |

| [removed: Net revenues | | | $ | 10,112 | |] [added: *% of net revenues*] | | | [removed: $] [added: *29*] | [removed: 52] | [added: *%*] | | | | [removed: $] | [removed: 10,060] | | | | | [removed: $] [added: *28*] | [removed: 9,795] | [added: *%*] | | | | [removed: 3] | | [removed: %] | | | | [removed: 4] [added: *28*] | | [removed: %] [added: *%*] |

[removed: Cross-border trade was a key driver of] International GMV [removed: growth,] [added: growth was primarily driven by cross-border trade,] led by [added: increased] exports from Greater China and Japan into our major markets.

| Cost of net revenues (1)(2) | | | $ | [removed: 2,880] [added: 3,169] | | | | | [removed: 2] [added: 10] | | % | | | | $ | [removed: 2,833] [added: 2,880] | | | | | [removed: 6] [added: 2] | | % | | | | $ | [removed: 2,680] [added: 2,833] | |

| *% of net revenues* | | | [removed: *28*] [added: *22*] | | *%* | | | | | | | | | | [removed: *28*] [added: *23*] | | *%* | | | | | | | | | | [removed: *27*] [added: *22*] | | *%* |

(1)Cost of net revenues were net of immaterial hedging activity during [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] respectively.

(2)Foreign currency movements relative to the U.S. dollar had an unfavorable impact of [removed: $7] [added: $21] million on cost of net revenues during [removed: 2024] [added: 2025] compared to [removed: an] unfavorable [removed: impact] [added: impacts] of [removed: $2] [added: $7] million and [removed: a favorable impact of $81] [added: $2] million during [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

The increase in cost of net revenues during [removed: 2024] [added: 2025] compared to [removed: 2023] [added: 2024] was primarily due to [removed: a $53] [added: increases of $108] million [removed: increase related to the expansion] [added: in shipping costs, $61 million in cost] of promoted listings products, [removed: a $50 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] [added: $55] million [removed: decrease] in depreciation expense due to the [added: prior year benefit related to the] change in [removed: our estimate of the] useful lives [removed: for] [added: of] our servers and networking [removed: equipment and a $38] [added: equipment, $37] million [removed: decrease] in [added: customer support costs, $32 million in] payment processing costs [removed: driven] [added: and $11 million in authentication costs, partially offset] by [removed: rate improvements.][added: a $37 million benefit from the settlement of a multi-year contract and a $35 million decrease in indirect tax expense.]

| Sales and marketing | | | $ | [removed: 2,319] [added: 2,394] | | | | | [removed: 5] [added: 3] | | % | | | | $ | [removed: 2,217] [added: 2,319] | | | | | [removed: 4] [added: 5] | | % | | | | $ | [removed: 2,136] [added: 2,217] | |

| *% of net revenues* | | | [removed: *23*] [added: *15*] | | *%* | | | | | | | | | | [removed: *22*] [added: *14*] | | *%* | | | | | | | | | | [removed: *22*] [added: *15*] | | *%* |

| Product development | | | [removed: 1,479] [added: 1,642] | | | | | | [removed: (4)] [added: 11] | | % | | | | [removed: 1,544] [added: 1,479] | | | | | | [removed: 16] [added: (4)] | | % | | | | [removed: 1,330] [added: 1,544] | | |

| *% of net revenues* | | | [removed: *14*] [added: *11*] | | *%* | | | | | | | | | | [removed: *15*] [added: *9*] | | *%* | | | | | | | | | | [removed: *14*] [added: *12*] | | *%* |

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.

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.

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.

We redeemed the $425 million aggregate principal amount of our previously outstanding 5.900% senior notes due in November 2025.

We issued $2.0 billion aggregate principal amount of commercial paper notes and repaid the $2.5 billion aggregate principal amount of the previously outstanding commercial paper notes on the dates of maturity.

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.

(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.

| 2025 | | | | | | | | | | | | | | | | | | | | | | | |

| Net revenues | | | $ | 2,585 | | | | | $ | 2,730 | | | | | $ | 2,820 | | | | | $ | 2,965 | |

| | | | 2025 | | | | | | | | | | | | | | | | | | 2024 | | | | | | % Change | | | | | | | | |

| Net revenues | | | $ | 11,100 | | | | | $ | 47 | | | | | $ | 11,053 | | | | | $ | 10,283 | | | | | 8 | | % | | | | 7 | | % |

| GMV | | | $ | 79,609 | | | | | $ | 713 | | | | | $ | 78,896 | | | | | $ | 74,667 | | | | | 7 | | % | | | | 6 | | % |

| Take rate | | | 13.94 | | % | | | | | | | | | | | | | | | | 13.77 | | % | | | | 0.17 | | % | | | | | | |

(1)Net revenues included $41 million of hedging losses during 2025 compared to $54 million of hedging losses during 2024 and $56 million of hedging gains during 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.

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.

| | | | 2025 | | | | | | % Change | | | | | | 2024 | | | | | | % Change | | | | | | 2023 | | |

| | | | 2025 | | | | | | % Change | | | | | | 2024 | | | | | | % Change | | | | | | 2023 | | |

| | | | 2025 | | | | | | % Change | | | | | | 2024 | | | | | | % Change | | | | | | 2023 | | |

Percentage change not meaningful

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.

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 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.

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.

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.

| 2022 | | | | | | | | | | | | | | | | | | | | | | | |

| Net revenues | | | $ | 2,483 | | | | | $ | 2,422 | | | | | $ | 2,380 | | | | | $ | 2,510 | |

| GMV | | | $ | 73,206 | | | | | $ | (44) | | | | | $ | 73,250 | | | | | $ | 73,900 | | | | | (1) | | % | | | | (1) | | % |

| Take rate | | | 13.81 | | % | | | | | | | | | | | | | | | | 13.25 | | % | | | | 0.56 | | % | | | | | | |

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.

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 also a significant contributor to growth in Focus Categories, particularly P&A.

(1)Operating expenses were net of immaterial hedging activity during 2024, 2023 and 2022, respectively.

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.

| Unrealized change in fair value of equity investment in Gmarket | | | (12) | | | | | | 88 | | % | | | | (96) | | | | | | 67 | | % | | | | (294) | | |

| Unrealized change in fair value of equity investment in KakaoBank | | | — | | | | | | | | | | | | — | | | | | | 100 | | % | | | | (218) | | |

| Realized change in fair value of shares sold in KakaoBank | | | — | | | | | | (100) | | % | | | | 13 | | | | | | 117 | | % | | | | (75) | | |

| *Percentage of net revenues* | | | *3* | | *%* | | | | | | | | | | *2* | | *%* | | | | | | | | | | 1 | | % |

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.

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.

In 2024, we issued and repaid $180 million of commercial paper notes with original maturities less than 90 days and issued $450 million of commercial paper notes with original maturities greater than 90 days.

As of December 31, 2024, we had $450 million aggregate principal amount of commercial paper notes outstanding with a weighted average interest rate of 5.10% per annum, and a weighted average remaining term of 144 days.

We expect the gross amount of unrecognized tax benefits to be reduced within the next 12 months by at least $170 million.

See “Note 13 — Stockholders’ Equity” to the consolidated financial statements included in this report for more information about our stock repurchase program.

To achieve this objective, we maintain our cash equivalents, customer accounts and short-term and long-term investments in a variety of asset types, including bank deposits, [added: corporate bonds, commercial paper and] government [removed: bonds] and [removed: corporate debt] [added: agency] securities.

As of December 31, [removed: 2024,] [added: 2025,] approximately [removed: 35%] [added: 42%] of our total cash and investments was held in “Cash and cash equivalents” and “Customer accounts.” As such, changes in interest rates will impact interest income.

As of December 31, [removed: 2024,] [added: 2025,] the balance of our corporate [removed: debt] [added: bonds, commercial paper] and government [removed: bond] [added: and agency] securities was [removed: $4.8] [added: $2.9] billion, which represented approximately [removed: 52%] [added: 42%] of our total cash and investments.

A hypothetical 1% (100 basis point) increase in interest rates would have resulted in a decrease in the fair value of our investments of [removed: $49] [added: $30] million and [removed: $20] [added: $49] million as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

Further changes in interest rates will impact “Interest expense” on any borrowings under our revolving credit facility, which bear interest at floating rates, and the interest rate on any commercial paper borrowings we make and any debt securities we may issue in the future and, accordingly, will impact “Interest expense.” For additional details related to our debt, see “Note [removed: 10] [added: 9] — Debt” to our consolidated financial statements included in this report.

Our consolidated results of operations include, as a component of [removed: “Interest income] [added: “Gain (loss) on equity investments] and [removed: other,] [added: warrants,] net,” our share of the net income or loss of the equity investments accounted for under the equity method of [removed: accounting, and as a component of “Gain (loss) on equity investments] [added: accounting] and [removed: warrant, net,”] the change in fair value of the equity [removed: method] investments accounted for under the fair value option.

[removed: Subsequent] [added: Such] changes in [removed: fair value] [added: the basis of the equity investment] are recognized in “Gain (loss) on equity investments and [removed: warrant,] [added: warrants,] net.”

As of December 31, [removed: 2024,] [added: 2025,] our equity investments totaled [removed: $1.1 billion,] [added: $929 million,] which represented approximately [removed: 12%] [added: 14%] of our total cash and investments, and primarily related to our equity investment in Adevinta.

For additional details related to our investments, please see “Note [removed: 6] [added: 5] — Investments” to our consolidated financial statements included in this report.

Our Marketplace platforms operate globally, resulting in certain revenues and costs that are denominated in foreign currencies, primarily the British pound and [added: the] euro, subjecting us to foreign currency risk, which may adversely impact our financial results.

We have a foreign exchange exposure management program designed to identify material foreign currency exposures, manage these exposures and reduce the potential effects of currency fluctuations [removed: in] [added: on] our reported consolidated statement of cash flows and results of operations through the purchase of foreign currency exchange contracts.

For additional details related to our derivative instruments, please see “Note [removed: 7] [added: 6] — Derivative Instruments” to our consolidated financial statements included in this report.

These hedging contracts reduce, but [removed: do not entirely] [added: cannot] eliminate, the impact of adverse currency exchange rate movements.

For qualifying cash flow hedges, the derivative’s gain or loss is initially reported as a component of “Accumulated other comprehensive income” [added: (“AOCI”)] and subsequently reclassified into earnings in the same period the forecasted transaction affects earnings.

For contracts not designated as cash flow hedges for accounting purposes, the derivative’s gain or loss is recognized immediately in earnings [removed: in] [added: on] our consolidated statement of income.

The following table illustrates the fair values of outstanding foreign exchange contracts designated as cash flow hedges and foreign exchange contracts not designated for hedge accounting and the before-tax effect on fair values of a hypothetical adverse change in the foreign exchange rates that existed as of December 31, [removed: 2024.][added: 2025.]

| Foreign exchange contracts - Cash flow hedges | | | $ | [removed: 55] [added: 15] | | | | | $ | (89) | |

| Foreign exchange contracts - Not designated for hedge accounting | | | $ | [removed: 2] [added: 4] | | | | | $ | [removed: (72)] [added: (34)] | |

Taking into consideration the offsetting effect of foreign exchange forwards in place, these changes would have resulted in an immaterial adverse impact on income before income taxes as of December 31, [removed: 2024.][added: 2025.]

Such changes in the basis of the equity investment are recognized in “Gain (loss) on equity investments and warrant, net.” Equity investments under the fair value option are measured at fair value based on a quarterly valuation analysis and are classified within Level 3 in the fair value hierarchy as the valuation reflects management’s estimate of assumptions that market participants would use in pricing the equity investment.

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 [added: a] unique selection.

In [removed: 2024,] [added: 2025,] eBay enabled [removed: $75] [added: nearly $80] billion of Gross Merchandise Volume (“GMV”).

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 [removed: globe,] [added: globe] and to enable sellers’ access to eBay’s [removed: 134] [added: 135] million buyers worldwide.

Our business model [removed: and pricing are designed so our business] is [added: designed such that we are] successful when our sellers are successful.

We earn revenue primarily through fees collected on paid [removed: sales, inclusive of payment processing and] [added: transactions,] first-party [removed: advertising.][added: advertising and shipping.]

[removed: We] [added: Over the years, we] have acquired and disposed of [removed: a significant number of] businesses, technologies, services and [removed: products,] [added: products] and we maintain [added: strategic] investments in certain businesses.

We [removed: regularly review and] manage our investments to ensure they support eBay’s strategic direction and complement our disciplined approach to value creation, [removed: profitability,] [added: profitability] and capital allocation.

We expect to continue to evaluate and consider potential strategic transactions as part of our [added: strategy, including acquisitions of businesses, technologies, services, products and other assets, as well as strategic investments and joint ventures.]

With a low cost of entry for sellers, we offer a highly accessible way for all types of [removed: users] [added: customers] to interact in a global marketplace that’s inclusive and connects people of all backgrounds.

Accordingly, we prioritize our [removed: corporate responsibility efforts to] impact [removed: the] [added: programs to drive forward] areas of economic empowerment and sustainable commerce.

Key economic programs include eBay for Charity, [removed: the] eBay Foundation and our small business enablement efforts, such as our Up & Running Grants program.

In [removed: 2024,] [added: 2025,] eBay for Charity partnered with the GLIDE Foundation, [removed: the Elton John AIDS Foundation, World Central Kitchen, Six Degrees Org, Deckaid,] [added: Make-A-Wish, The V Foundation for Cancer Research, GLAAD] and Homes for Our Troops, [removed: amongst] [added: among] others.

In [removed: 2024, more than $192] [added: 2025, nearly $198] million was raised by buyers and sellers to support charities via eBay for Charity.

[removed: The] eBay Foundation helps to build economically vibrant and thriving communities.

During [removed: 2024, the] [added: 2025,] eBay Foundation granted [removed: nearly $18] [added: over $17] million through strategic grantmaking and our employee gift-matching program, primarily to [removed: support historically excluded entrepreneurs.][added: nonprofit organizations advancing inclusive entrepreneurship in our communities around the world.]

To date, [removed: the] eBay Foundation has awarded [removed: nearly $140] [added: over $150] million to more than 1,800 [removed: nonprofits.][added: nonprofits worldwide.]

In [removed: 2024,] [added: 2025,] eBay sourced 100% of its electricity consumption for eBay-controlled offices and data centers from renewable [removed: sources, reaching our 2025 renewable energy goal one year early.][added: sources for the second straight year.]

eBay has also set emissions reduction targets, including near- and long-term science-based targets, and a 2045 net-zero [removed: target,] [added: target] that have been validated by the Science Based Targets initiative.

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 [removed: taxes.][added: taxes, without adjustment for returns or cancellations.]

In [removed: 2024,] [added: 2025,] we generated [removed: $75] [added: nearly $80] billion in GMV, of which [removed: 49] [added: 51] percent was generated outside the United States.

At the end of [removed: 2024,] [added: 2025,] eBay had [removed: 134] [added: 135] million active buyers and [removed: 2.3] [added: 2.5] billion live listings globally.

[removed: The majority of our] [added: Our] revenue [removed: comes] [added: is primarily derived] from a take rate on the GMV of transactions paid on our Marketplace platforms.

We define [removed: “take rate”] [added: take rate] as net revenues divided by GMV.

Our Marketplace platforms [removed: are designed to] enable [removed: our] buyers and sellers to [removed: leverage] [added: benefit from] our [removed: economies of] [added: global] scale and [removed: capital] [added: continued] investments in [removed: sales and marketing, mobile, customer acquisition, technology innovation] [added: technology, marketing] and customer service.

Our users can list, sell, [removed: buy,] [added: buy] and pay for similar items through a variety of competing online, mobile and offline channels.

As our product offerings continue to broaden into new categories of items and new commerce formats, we expect to face [removed: additional] [added: increased] competition from other online, mobile and offline channels for those new offerings.

We compete on the basis of numerous factors, including price, product [removed: selection and] [added: selection,] services, [added: technology] 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 [added: and live commerce] may [removed: harm] [added: impact] our business” and “We [removed: could be subject to regulatory or agency investigations and/or court proceedings under unfair] [added: face intense] competition [removed: laws] that [removed: could adversely impact] [added: may materially harm] our business.”

[removed: Outside the United States, we have complied with] [added: We are subject to] reporting requirements in [added: various jurisdictions, including in] the [added: United States,] European [removed: Union and] [added: Union, the] United [removed: Kingdom, among other jurisdictions,] [added: Kingdom] and [removed: more countries] [added: China,] and [added: more] jurisdictions continue to enact similar requirements.

Additionally, in late 2023, the United Kingdom’s Online Safety Act (the “OSA”) became [removed: law,] [added: law] and in [removed: 2024] [added: 2024,] the United Kingdom’s Digital Markets, Competition and Consumers Act (the “DMCCA”) became law.

[removed: The DMCCA expands the investigative and enforcement powers of the] Competition and Markets Authority, modifies the United Kingdom merger control [removed: rules,] [added: rules] and creates a new consumer protection regime.

[removed: Transaction activity patterns] [added: We expect volume] on our Marketplace platforms [removed: generally] [added: to] trend [removed: in line] with [added: general] consumer buying patterns.

Seasonal trends have [removed: been] [added: been, and we expect in the future will be,] influenced by macroeconomic conditions, [added: including tariffs and global trade policies,] foreign exchange rate fluctuations, as well as [removed: the introduction and scaling of] new [added: and updated] products [added: and initiatives] by us and our competitors.

[removed: Through technologies like AI, including] [added: We have used advanced technology, such as AI and] Gen AI, [removed: we are anticipating] [added: to better anticipate] the needs of buyers, sellers and [removed: developers, empowering] [added: developers to empower] entrepreneurs [added: and small businesses] looking to grow their [removed: business,] [added: business] and [removed: making] [added: to make] the Marketplace platforms more accessible to everyone.

For information regarding technology-related risks, see the information in “Item 1A: Risk Factors” under the captions [removed: “Cyberattacks] [added: “We face significant risk from cyberattacks] and data security [removed: 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,”] [added: breaches,”] “Systems failures and [removed: resulting] [added: business] interruptions [removed: in the availability of or degradation in the performance of our websites, applications, products or services] could harm our business” and [removed: “New laws and increasing] [added: “Increasing] levels of regulation in the areas of [removed: privacy and] [added: privacy,] protection of user data [added: and cybersecurity] could harm our business.”

We must protect our intellectual property rights and other proprietary rights in [removed: an increasing] [added: a] number of jurisdictions, a process that is expensive and time consuming and may not be successful.

From time to time, third parties have [removed: claimed —] [added: claimed,] and others will likely claim in the [removed: future —] [added: future,] that we have infringed their intellectual property rights.

As of December 31, [removed: 2024,] [added: 2025,] we employed approximately [removed: 11,500] [added: 12,300] people globally, of which, approximately [removed: 7,000] [added: 7,200] were located in the United States.

Our recruitment, development, compensation and benefits, [removed: wellness,] [added: wellness] and our eBay DNA are designed to reflect our values, ensure eBay’s competitiveness in the [added: global] 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 [removed: community,] [added: community] and each other.

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.

In recent years, we have evolved our strategic focus around three foundational pillars — Relevant Experiences, Scalable Solutions and Magical Innovations — each designed to advance our mission of empowering enthusiasts and strengthening the eBay marketplace ecosystem.

- Relevant Experiences focus on delivering personalized, intuitive and trusted shopping journeys that inspire discovery and foster loyalty, particularly within our Focus Categories, such as motor vehicles parts and accessories, collectibles, refurbished items, apparel, luxury goods and sneakers.

Through enhanced search, AI-powered discovery tools and curated experiences, we aim to make it easier for enthusiasts to find and buy what they love.

- Scalable Solutions empower sellers of all sizes, from individual entrepreneurs to global businesses, with tools and infrastructure to grow efficiently on eBay’s platform.

We continue to invest in AI-enhanced listing capabilities, advanced advertising solutions, global shipping improvements and flexible payment options that simplify the user experience, expand reach and reduce transactional friction on eBay.

- Magical Innovations accelerate the pace of technological advancement to redefine how people buy and sell on eBay.

Initiatives such as AI-enhanced listings, live commerce experiences and next-generation personalization exemplify how we are enhancing the marketplace to be more dynamic, efficient and engaging for our community.

Together, these foundational pillars underpin our ongoing commitments to trust and safety, community building and seller empowerment.

By fostering a trusted and inclusive marketplace and equipping sellers with the tools to succeed, we aim to strengthen the resilience and vibrancy of the eBay ecosystem.

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.

For sellers, we continue to expand AI across the listing workflow, using Generative AI (“Gen AI”) to prefill item details, generate optimized titles and descriptions and in some cases recognize product images enabling faster, more complete listings.

We also continue to expand our financial services offerings, including Seller Capital, which has helped our partners provide more than $1 billion in cumulative funding since inception to small businesses, along with new payment partnerships that enhance flexibility and reliability across key markets.

We continue to enhance our first-party advertising solutions by introducing new dashboards and data-driven tools that help sellers increase visibility and optimize performance more efficiently.

In addition, we continue to broaden our shipping programs in conjunction with our partners to provide integrated shipping solutions that lower costs, improve delivery transparency and address cross-border shipping challenges.

For buyers, we continue to invest in technologies that enhance discovery, trust and convenience across our Marketplace platforms.

Our AI-enhanced features and services power dynamic product recommendation feeds within our enhanced discovery platform, as well as our AI shopping agent pilot that delivers personalized search results tailored to individual preferences.

These innovations make it easier for buyers to discover relevant inventory and connect with products that reflect their interests and style.

We continue to expand our Focus Categories with enhancements designed for enthusiast buyers, including one-click card grading and resale for trading cards through our partnership with PSA, AI-enhanced discovery tools and interactive live shopping experiences through eBay Live.

We also launched Secure Purchase which enables end-to-end digital vehicle transactions covering financing, insurance and title transfer creating a seamless experience for collectible and high-value automotive purchases.

We continue to focus on strengthening buyer confidence and trust across our Marketplace platforms through programs that promote safety, reliability and transparency.

The eBay Money Back Guarantee program allows buyers to obtain a refund if an item does not arrive, is damaged or faulty, or differs materially from its description, and applies to most purchases completed through qualifying payment methods.

In our Motors Parts & Accessories category, we provide tools that enable trusted and convenient transactions, including automated fitment data to help buyers identify the correct parts for their vehicles and provide the option to select professional installation services where available, while also offering free returns on qualifying purchases.

We have also expanded our eBay Refurbished destination program, offering inventory from verified brands and top-rated sellers with standardized condition grading and warranty coverage, to provide buyers with confidence in product quality and value.

In addition, our Authenticity Guarantee program continues to enhance trust and transparency by authenticating eligible luxury, collectible and high-value items across major geographical markets.

Collectively, these programs demonstrate our ongoing commitment to maintaining a secure, reliable and transparent marketplace experience for buyers worldwide.

eBay is committed to continuing this trend by assessing our future energy demand and sourcing renewables to meet any planned growth.

Aligned with these climate targets, eBay conducted a comprehensive climate scenario analysis in 2025 to better understand climate-related risks and opportunities associated with leading climate models.

This exercise identified several areas of risk and opportunity that can be managed to enhance eBay’s long-term sustainability and highlighted eBay’s unique position to grow with rising consumer demand for resale and sustainable shopping.

In 2025, eBay received multiple industry awards, including America’s Greenest Companies by Newsweek, World’s Most Sustainable Companies by TIME, Fortune’s Most Innovative Companies and Forbes Greatest Companies for Women.

The expectations of our consumers and the type of competition we face around these factors is intense and can evolve quickly.

In 2025, the One Big Beautiful Bill Act set forth new and amended withholding and reporting requirements.

For example, all businesses that process payments are required to issue a Form 1099-K for all sellers who receive more than $20,000 and have over 200 transactions; however, circumstances exist in which businesses are required to withhold and issue a Form 1099-K to sellers for their first transaction.

In 2025, the United States government eliminated the long-standing “de minimis” exemption (under Section 321 of the Tariff Act of 1930), which previously allowed low-value parcels (valued at USD $800 or less) to enter the United States without duties or formal customs clearance.

The exemption was first eliminated for shipments originating in China and Hong Kong on May 2, 2025, and then for all parcels effective August 29, 2025.

As a result, all imports, regardless of value, are now subject to applicable duties, taxes, fees and standard customs compliance procedures.

Importers, such as eBay buyers and sellers, must supply additional data for entry (e.g., 10-digit Harmonized Tariff Schedule codes, Country of Origin, etc.) and all shipments are now subject to applicable tariffs.

These developments fundamentally change how cross-border transactions are handled, especially when sellers ship directly to U.S. buyers, and they increase cost, complexity and compliance burden for many cross-border sellers, which could lead to reduced cross-border volume or reconfiguration of supply-chain and fulfillment strategies.

The European Union has announced it will also eliminate its de minimis exemption, which is currently set at EUR 150, in July 2026.

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.

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

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.

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.

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.

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.

We may expend additional resources to comply with the DMCCA.

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.”

The information set forth under “Note [removed: 12] [added: 11] — Commitments and Contingencies — Litigation and Other Legal Matters” to the consolidated financial statements included in Part IV, Item 15 of this Annual Report on Form 10-K is incorporated herein by reference.

For the fiscal year ended December 31, [removed: 2024.][added: 2025.]

[removed: ][added: ]

(408) [removed: 376-7108][added: 376-9659]

As of June 30, [removed: 2024,] [added: 2025,] the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was [removed: $26,462,543,018] [added: $34,086,444,146] based on the closing sale price as reported on The Nasdaq Global Select Market.

[removed: 466] [added: 448] million shares of common stock issued and outstanding as of February [removed: 21, 2025.][added: 13, 2026.]

Part III incorporates information by reference from the definitive proxy statement for the registrant’s [removed: 2025] [added: 2026] Annual Meeting of Stockholders.

For the Fiscal Year Ended December 31, [removed: 2024][added: 2025]

| Item 1. | | | Business | | | [removed: [5](#i9890a45b21e5472dbc635cb3d1b72cb0_13)] [added: [5](#i96af7dbf2ef64866aabc187770c9095e_13)] | | |

| Item 1A. | | | Risk Factors | | | [removed: [11](#i9890a45b21e5472dbc635cb3d1b72cb0_16)] [added: [12](#i96af7dbf2ef64866aabc187770c9095e_16)] | | |

| Item 1B. | | | Unresolved Staff Comments | | | [removed: [35](#i9890a45b21e5472dbc635cb3d1b72cb0_19)] [added: [33](#i96af7dbf2ef64866aabc187770c9095e_19)] | | |

| Item 1C. | | | Cybersecurity | | | [removed: [35](#i9890a45b21e5472dbc635cb3d1b72cb0_22)] [added: [33](#i96af7dbf2ef64866aabc187770c9095e_22)] | | |

| Item 2. | | | Properties | | | [removed: [36](#i9890a45b21e5472dbc635cb3d1b72cb0_25)] [added: [34](#i96af7dbf2ef64866aabc187770c9095e_25)] | | |

| Item 3. | | | Legal Proceedings | | | [removed: [37](#i9890a45b21e5472dbc635cb3d1b72cb0_28)] [added: [35](#i96af7dbf2ef64866aabc187770c9095e_28)] | | |

| Item 4. | | | Mine Safety Disclosures | | | [removed: [37](#i9890a45b21e5472dbc635cb3d1b72cb0_31)] [added: [35](#i96af7dbf2ef64866aabc187770c9095e_31)] | | |

| Item 5. | | | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | | [removed: [38](#i9890a45b21e5472dbc635cb3d1b72cb0_37)] [added: [36](#i96af7dbf2ef64866aabc187770c9095e_37)] | | |

| Item 6. | | | \[Reserved\] | | | [removed: [39](#i9890a45b21e5472dbc635cb3d1b72cb0_40)] [added: [37](#i96af7dbf2ef64866aabc187770c9095e_40)] | | |

| Item 7. | | | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | | [removed: [40](#i9890a45b21e5472dbc635cb3d1b72cb0_46)] [added: [38](#i96af7dbf2ef64866aabc187770c9095e_43)] | | |

| Item 7A. | | | Quantitative and Qualitative Disclosures About Market Risk | | | [removed: [56](#i9890a45b21e5472dbc635cb3d1b72cb0_73)] [added: [54](#i96af7dbf2ef64866aabc187770c9095e_64)] | | |

| Item 8. | | | Financial Statements and Supplementary Data | | | [removed: [58](#i9890a45b21e5472dbc635cb3d1b72cb0_76)] [added: [56](#i96af7dbf2ef64866aabc187770c9095e_67)] | | |

| Item 9. | | | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure | | | [removed: [58](#i9890a45b21e5472dbc635cb3d1b72cb0_79)] [added: [56](#i96af7dbf2ef64866aabc187770c9095e_70)] | | |

| Item 9A. | | | Controls and Procedures | | | [removed: [58](#i9890a45b21e5472dbc635cb3d1b72cb0_82)] [added: [56](#i96af7dbf2ef64866aabc187770c9095e_73)] | | |

| Item 9B. | | | Other Information | | | [removed: [59](#i9890a45b21e5472dbc635cb3d1b72cb0_85)] [added: [56](#i96af7dbf2ef64866aabc187770c9095e_76)] | | |

| Item 9C. | | | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. | | | [removed: [59](#i9890a45b21e5472dbc635cb3d1b72cb0_91)] [added: [56](#i96af7dbf2ef64866aabc187770c9095e_82)] | | |

| Item 10. | | | Directors, Executive Officers and Corporate Governance | | | [removed: [60](#i9890a45b21e5472dbc635cb3d1b72cb0_97)] [added: [57](#i96af7dbf2ef64866aabc187770c9095e_88)] | | |

| Item 11. | | | Executive Compensation | | | [removed: [60](#i9890a45b21e5472dbc635cb3d1b72cb0_100)] [added: [57](#i96af7dbf2ef64866aabc187770c9095e_91)] | | |

| Item 12. | | | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | | | [removed: [60](#i9890a45b21e5472dbc635cb3d1b72cb0_103)] [added: [57](#i96af7dbf2ef64866aabc187770c9095e_94)] | | |

| Item 13. | | | Certain Relationships and Related Transactions, and Director Independence | | | [removed: [60](#i9890a45b21e5472dbc635cb3d1b72cb0_106)] [added: [57](#i96af7dbf2ef64866aabc187770c9095e_97)] | | |

| Item 14. | | | Principal Accountant Fees and Services | | | [removed: [60](#i9890a45b21e5472dbc635cb3d1b72cb0_109)] [added: [57](#i96af7dbf2ef64866aabc187770c9095e_100)] | | |

| Item 15. | | | Exhibits and Financial Statement Schedule | | | [removed: [61](#i9890a45b21e5472dbc635cb3d1b72cb0_112)] [added: [58](#i96af7dbf2ef64866aabc187770c9095e_103)] | | |

| Item 16. | | | Form 10-K Summary | | | [removed: [61](#i9890a45b21e5472dbc635cb3d1b72cb0_112)] [added: [58](#i96af7dbf2ef64866aabc187770c9095e_103)] | | |

*This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements that involve expectations, plans or intentions [removed: (including,] [added: including,] but not limited to, [removed: those relating to future business, future results of operations or financial condition, inflationary pressure,] [added: expectations, plans and intentions regarding our business strategies, focus categories, country-specific investments, horizontal initiatives, macroeconomic conditions, seasonal trends, new and updated products and initiatives, technology priorities, consumer confidence, demand and spending, geopolitical events, tariffs, cross-border trade, global trade policy,] foreign exchange rate [removed: volatility] [added: fluctuations] and [removed: geopolitical events,] [added: volatility, income taxes, elevated interest rates, the impact of] new [removed: or planned features or services, or management strategies).][added: and changing regulations, and inflationary pressure on our business and operations, as well as any trends relating to any of the foregoing.]

You can generally identify these forward-looking statements by words such as [added: “ability,”] “aim,” “anticipate,” “believe,” “commit,” “continue,” “could,” “design,” “develop,” “estimate,” “expect,” “forecast,” “future,” “goal,” [added: “impact,”] “intend,” “likely,” “maintain,” “may,” “ongoing,” “opportunity,” [added: “outlook,”] “plan,” “possible,” “potential,” [removed: “pursue,”] [added: “predict,”] “probable,” [added: “pursue,”] “remain,” “seek,” “should,” “strategy,” “strive,” “target,” [added: “value,”] “will,” “would” and other similar [removed: expressions.][added: expressions or variations.]

[removed: These] [added: Our] forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in our forward-looking statements.

*•our ability to [added: operate internationally and] generate revenue from our [removed: foreign] [added: international] operations and [removed: expand] [added: our exposure to costs and risks] in [removed: international markets;*][added: connection therewith;*]

[removed: *•our ability to operate] [added: *•operation of] and [removed: continuously develop] [added: ongoing investment into] our payments [removed: system] and financial services offerings;*

*•the impact of any [removed: security breaches,] cyberattacks or [removed: system failures and resulting interruptions;*][added: data security breaches;*]

*•our ability to attract, retain and develop [removed: highly skilled] [added: our senior managers and other key] employees;*

*•current and potential litigation and regulatory and government inquiries, investigations and [removed: disputes] [added: litigation] involving [removed: us or our industry;*][added: us;*]

*•our ability to generate sufficient cash flow to service our [removed: indebtedness;*][added: indebtedness and to comply with financial covenants in our outstanding debt instruments; and*]

*•the impact of evolving sales and other tax regimes in various [removed: jurisdictions and anticipated tax liabilities; and*][added: jurisdictions;*]

*•significant variation in our operating and financial results, including GMV and net revenues;*

*•our ability to generate revenue from our advertising products, including our Promoted Listings;*

*•our ability to generate consumer engagement and spending;*

*•our ability to keep pace with technological changes, including emerging AI technologies, and with changes in consumer demands and expectations;*

*•the impact of changes in global trade policies on our revenue, profit and ability to support cross-border trade;*

*•our ability to manage our buyer and seller trust protection programs;*

*•the risk of systems failures and business interruptions to our business;*

*•risk of fraud on our platforms;*

*•our and our customers’ dependence on third-party providers, some of which are our competitors;*

*•the impact of extensive and increasing regulation and oversight that affect our business;*

*•the risk of liability for the actions of our customers, including products sold by sellers on our platforms;*

*•the impact of increasing levels of regulation in the areas of privacy, protection of user data and cybersecurity;*

*•the risks associated third party allegations relating to intellectual property rights;*

*•risks and costs relating to stakeholder expectations around environmental, social and governance matters;*

*•potential exposure to claims and liabilities as a result of the Distribution of PayPal;*

*•the risk of exposure to greater than anticipated tax liabilities;*

*•fluctuations in interest rates, and changes in regulatory guidance relating thereto;*

*•fluctuations in foreign currency exchange rates;*

*•the risk that our stock repurchases may not be effected or may not achieve the desired objectives.*

*(“SEC”).

The information in this Annual Report on Form 10-K is based upon the events and circumstances known as of the date of this Annual Report on Form 10-K, and any forward-looking statements in this Annual Report on Form 10-K speak only as of the date of this Annual Report on Form 10-K.

*•fluctuations in, and our ability to predict, our results of operations and cash flows;*

*•our ability to convert visits into sales for our sellers, attract and retain sellers and buyers, and execute on our business strategy;*

*•the impact of inflationary pressure, fluctuations in foreign currency exchange rates, elevated interest rates, geopolitical events such as the ongoing wars in Ukraine and in the Middle East, terrorist activities, and public health events;*

*•our ability to keep pace with rapid technological developments or continue to innovate and create new initiatives to provide new programs, products and services;*

*•the impact of new and evolving domestic and foreign government laws, regulations, rules and standards that affect us, our business and/or our industry, including the impact of potential changes in tariffs or sanctions and escalating trade wars;*

*•our reliance on third-party providers;*

*•our ability to deal effectively with fraudulent activities on our Marketplace platforms;*

*•our ability to identify, complete and integrate suitable acquisitions and other strategic transactions needed to meet our goals;*

*•our ability to accomplish or accurately track and report results related to our environmental, sustainability, and similar goals;*

[removed: *Risk] [added: Risk] Management and [removed: Strategy*][added: Strategy]

[removed: These assessments inform our ERM strategies and oversight processes, and we] [added: We] view cybersecurity risks as one of the key [removed: risk categories] [added: enterprise risks] we [removed: face.][added: face, and these assessments help inform our ERM strategies and oversight processes.]

For example, [added: like other ecommerce companies, we face a material risk that] our information technology and infrastructure may be vulnerable to cyberattacks (including ransomware attacks) or other security [removed: incidents,] [added: events,] as a result of which unauthorized third parties may be able to access our [added: personnel or] users’ [removed: proprietary] [added: personal] information [removed: and] [added: or user] payment card data that are stored on or accessible through our systems.

For more information regarding the cybersecurity-related risks we face, see the information in “Item 1A: Risk Factors” under the caption [removed: “Cyberattacks] [added: “We face significant risk from cyberattacks] and data security [removed: 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.”][added: breaches.”]

Among other things, we (i) conduct audits and tests of our information systems (including reviews and assessments by independent third-party advisors) to help identify areas for continued focus and improvement; (ii) review cybersecurity threat information published by government entities and other organizations in which we participate; (iii) provide cybersecurity awareness training for all employees and enhanced training for information security and other specialized personnel; (iv) [removed: perform] [added: conduct] phishing simulation testing of all [removed: employees;] [added: personnel;] (v) perform security risk assessments of third-party providers to evaluate controls, mitigations and contractual obligations, as well as reporting obligations in connection with cybersecurity events and other risks that could have an adverse impact on eBay data and information systems; (vi) perform security risk assessments of newly acquired companies as well as material changes to products and technologies and (vii) [removed: run] [added: conduct] tabletop exercises to simulate and test responses to cybersecurity [removed: incidents.][added: events.]

We also maintain [removed: a] [added: “responsible disclosure” and] “bug bounty” [removed: program] [added: programs] to encourage professional security researchers to report potential security vulnerabilities to us.

We also have implemented and maintain cybersecurity incident response plans, which include processes to triage, assess, escalate, contain, investigate and remediate cybersecurity [removed: incidents,] [added: events,] and to comply with potentially applicable legal obligations and mitigate brand and reputational damage.

In addition, we maintain insurance to protect against potential losses arising from a cybersecurity [removed: incident.][added: event.]

[removed: *Governance] [added: Governance] and [removed: Oversight*][added: Oversight]

As reflected in their respective charters, the Technology Committee [removed: now] [added: of the Board (the “Technology Committee”)] assists the Board in its management of cybersecurity and data management risks, and the Risk Committee [removed: continues to oversee] [added: of the Board (the “Risk Committee”) oversees] our ERM function and structure, including governance structure and our guidelines and processes for risk assessment and risk management.

The Audit Committee of the Board [added: (the “Audit Committee”)] also oversees our audits [removed: and tests] of our cybersecurity practices and controls, as well as our internal control over financial reporting, including with respect to financial reporting-related information systems.

As an element of its ERM oversight activities, the Risk Committee regularly reviews the results of our enterprise risk assessments, [removed: while] [added: and] the Technology Committee [added: regularly] reviews [removed: those] [added: risk assessments] relating to cybersecurity, as well as management's strategies to detect, monitor and manage such risks.

The Technology Committee discusses these risks with our Chief Technology Officer (“CTO”) and Chief Information Security Officer (“CISO”) and [added: regularly] reports to the Board on the substance of these reviews and discussions.

Each year, the Technology Committee also receives “deep dive” reports from our CTO and CISO on cybersecurity and data management risks, and the full Board also discusses cybersecurity risks with our CTO and CISO [removed: at least once per year.][added: from time to time.]

In [removed: addition to these regularly scheduled updates,] [added: addition,] our CTO and CISO may also report to the [added: Risk Committee,] Technology Committee or the full Board, as appropriate, on the management of certain cybersecurity risks and progress towards agreed mitigation goals, as well as any potential material risks from cybersecurity threats [added: or events] that have been detected by the information security [removed: team.][added: team, and the remediation thereof.]

We maintain an information security [removed: policy,] [added: policy] which was approved by the Board and delegates to our [removed: CISO] [added: CISO, as head of our information security function,] the authority and responsibility for managing our information security program.

We cannot guarantee that our information technology and infrastructure can ever be immune from these risks.

In November 2024, the Board formed a Technology Committee (the “Technology Committee”) and assigned it certain oversight responsibilities previously within the remit of the Risk Committee of the Board (the “Risk Committee”), including oversight responsibilities relating to cybersecurity.

Accordingly, practices and responsibilities attributed to the Technology Committee within this “Item 1C: Cybersecurity” were undertaken by the Risk Committee until November 2024.

The following table presents the aggregate square footage of our owned and leased properties for our continuing operations as of December 31, [removed: 2024] [added: 2025] (in millions):

| Leased facilities | | | [removed: 1.0] [added: 0.7] | | | | | | 0.9 | | | | | | [removed: 1.9] [added: 1.6] | | |

| Total facilities | | | [removed: 2.1] [added: 1.8] | | | | | | 0.9 | | | | | | [removed: 3.0] [added: 2.7] | | |

As of February [removed: 21, 2025,] [added: 13, 2026,] there were [removed: 2,831] [added: 2,734] holders of record of our common stock, although we believe that there are a significantly larger number of beneficial owners of our common stock.

We paid a total of [removed: $533] [added: $531] million and [removed: $528] [added: $533] million in cash dividends during the years ended December 31, [removed: 2024] [added: 2025] and December 31, [removed: 2023,] [added: 2024,] respectively.

In February [removed: 2025,] [added: 2026,] our [removed: Board] [added: Audit Committee, pursuant to delegated authority from our Board,] declared a cash dividend of [removed: $0.29] [added: $0.31] per share of common stock to be paid on March [removed: 28, 2025] [added: 20, 2026] to stockholders of record as of March [removed: 14, 2025.][added: 6, 2026.]

The timing, declaration, amount and payment of any future cash dividends are at the discretion of the Board [added: (or an authorized committee thereof)] and will depend on many factors, including our available cash, working capital, financial condition, results of operations, capital requirements, covenants in our credit agreement, applicable law and other business considerations that the Board considers relevant.

The graph below shows the cumulative total stockholder return of an investment of $100 (and the reinvestment of any dividends thereafter) on December 31, [removed: 2019] [added: 2020] (the last trading day for the year ended December 31, [removed: 2019)] [added: 2020)] in (i) our common stock, (ii) the Nasdaq Composite Index, (iii) the S&P 500 Index and (iv) the S&P 500 Information Technology Index.

[removed: ][added: ]

Stock repurchase activity during the three months ended December 31, [removed: 2024] [added: 2025] was as follows:

In February [removed: and December 2024,] [added: 2026,] our [removed: Board] [added: Audit Committee, pursuant to delegated authority from our Board,] authorized an incremental $2.0 billion [removed: and $3.0 billion, respectively,] under our stock repurchase program in addition to the [removed: $4.0] [added: $5.0] billion previously authorized in [removed: 2022.][added: 2024.]

During the three months ended December 31, [removed: 2024,] [added: 2025,] we repurchased [removed: $900] [added: $625] million of our common stock under our stock repurchase program.

As of December 31, [removed: 2024,] [added: 2025,] a total of [removed: $3.3] [added: $0.8] billion remained available for future repurchases of our common stock.

(2)Excludes [added: immaterial] broker commissions and excise tax accruals.

| October 31, 2025 | | | | | | 2,269,806 | | | | | | $ | 92.08 | | | | | 2,269,806 | | | | | | $ | 1,214,473,504 | |

| November 30, 2025 | | | | | | 2,509,427 | | | | | | $ | 82.89 | | | | | 2,509,427 | | | | | | $ | 1,006,474,218 | |

| December 31, 2025 | | | | | | 2,495,815 | | | | | | $ | 83.34 | | | | | 2,495,815 | | | | | | $ | 798,474,297 | |

| | | | | | | 7,275,048 | | | | | | | | | | | | 7,275,048 | | | | | | | | |

| October 31, 2024 | | | | | | 3,856,822 | | | | | | $ | 64.82 | | | | | 3,856,822 | | | | | | $ | 948,472,643 | |

| November 30, 2024 | | | | | | 4,580,788 | | | | | | $ | 61.92 | | | | | 4,580,788 | | | | | | $ | 664,819,324 | |

| December 31, 2024 | | | | | | 5,716,433 | | | | | | $ | 64.09 | | | | | 5,716,433 | | | | | | $ | 3,298,472,788 | |

| | | | | | | 14,154,043 | | | | | | | | | | | | 14,154,043 | | | | | | | | |

*Evaluation of disclosure controls and procedures:* Based on the evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act) required by Exchange Act Rules 13a-15(b) or 15d-15(b), our principal executive officer and our principal financial officer have concluded that our disclosure controls and procedures were effective as of December 31, [removed: 2024.][added: 2025.]

Based on its evaluation under the framework in *Internal Control - Integrated Framework*, our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2024.][added: 2025.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears in Item 15(a)1 of this Annual Report on Form 10-K.

On [removed: December 12, 2024, Steve Priest,] [added: November 20, 2025, Jamie Iannone,] our [added: President and] Chief [removed: Financial] [added: Executive] Officer, adopted a written trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (a “10b5-1 Plan”), which is designed to be in effect until [removed: December 18, 2025,] [added: November 6, 2026,] subject to customary exceptions.

His 10b5-1 Plan provides for sales from time to time of a portion of his shares of eBay common stock, up to a maximum of 240,000 shares in the aggregate.

His 10b5-1 Plan provides for the sale from time to time of certain shares of eBay common stock that he could receive upon the future vesting of certain outstanding equity awards, net of any shares withheld by us to satisfy applicable taxes.

The number of shares to be withheld, and the number of shares available to be sold pursuant to Mr. Priest’s 10b5-1 Plan, can only be determined upon the occurrence of future vesting events.

For purposes of this disclosure, without subtracting any shares to be withheld upon future vesting events, and assuming maximum achievement level on the remaining components of certain outstanding performance-based equity awards, the maximum aggregate number of shares to be sold pursuant to Mr. Priest’s 10b5-1 Plan is 182,412.

On December 12, 2024, Eddie Garcia, our Senior Vice President, Chief Product Officer, adopted a 10b5-1 Plan, which is designed to be in effect until February 19, 2026, subject to customary exceptions.

His 10b5-1 Plan calls for potential exercise and sale from time to time of (1) a portion of the shares underlying his options and additional options that he could receive upon future vesting of certain other performance-based option awards, and (2) shares of eBay common stock that he could receive upon the future vesting of certain outstanding equity awards that he could receive upon the future vesting of certain other outstanding equity awards, in each case, net of any shares withheld by us to satisfy applicable taxes and payment of the aggregate exercise price (if applicable).

The number of shares to be withheld, and the number of shares available to be sold pursuant to Mr. Garcia’s 10b5-1 Plan, can only be determined upon the occurrence of future vesting events.

For purposes of this disclosure, without subtracting any shares to be withheld upon future vesting events or payment of the aggregate exercise price, and assuming maximum achievement level on the remaining components of certain outstanding performance-based equity awards, the maximum aggregate number of shares to be sold pursuant to Mr. Garcia’s 10b5-1 Plan is 322,534.

Incorporated by reference from our Proxy Statement for our [removed: 2025] [added: 2026] Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the year ended December 31, [removed: 2024.][added: 2025.]

Incorporated by reference from our Proxy Statement for our [removed: 2025] [added: 2026] Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the year ended December 31, [removed: 2024.][added: 2025.]

Incorporated by reference from our Proxy Statement for our [removed: 2025] [added: 2026] Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the year ended December 31, [removed: 2024.][added: 2025.]

Incorporated by reference from our Proxy Statement for our [removed: 2025] [added: 2026] Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the year ended December 31, [removed: 2024.][added: 2025.]

Incorporated by reference from our Proxy Statement for our [removed: 2025] [added: 2026] Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the year ended December 31, [removed: 2024.][added: 2025.]

| Report of Independent Registered Public Accounting Firm (PCAOB ID 238) | | | [removed: [62](#i9890a45b21e5472dbc635cb3d1b72cb0_118)] [added: [59](#i96af7dbf2ef64866aabc187770c9095e_109)] | | |

| Consolidated Balance Sheet | | | [removed: [64](#i9890a45b21e5472dbc635cb3d1b72cb0_121)] [added: [61](#i96af7dbf2ef64866aabc187770c9095e_112)] | | |

| Consolidated Statement of Income | | | [removed: [65](#i9890a45b21e5472dbc635cb3d1b72cb0_124)] [added: [62](#i96af7dbf2ef64866aabc187770c9095e_115)] | | |

| Consolidated Statement of Comprehensive Income | | | [removed: [66](#i9890a45b21e5472dbc635cb3d1b72cb0_127)] [added: [63](#i96af7dbf2ef64866aabc187770c9095e_118)] | | |

| Consolidated Statement of Stockholders’ Equity | | | [removed: [67](#i9890a45b21e5472dbc635cb3d1b72cb0_130)] [added: [64](#i96af7dbf2ef64866aabc187770c9095e_121)] | | |

| Consolidated Statement of Cash Flows | | | [removed: [68](#i9890a45b21e5472dbc635cb3d1b72cb0_133)] [added: [65](#i96af7dbf2ef64866aabc187770c9095e_124)] | | |

| Notes to Consolidated Financial Statements | | | [removed: [70](#i9890a45b21e5472dbc635cb3d1b72cb0_136)] [added: [67](#i96af7dbf2ef64866aabc187770c9095e_127)] | | |

| All [removed: other] schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes thereto. | | | | | |

| The information required by this Item is set forth in the Index to Exhibits that precedes the signature page of this Annual Report. | | | [removed: [115](#i9890a45b21e5472dbc635cb3d1b72cb0_202)] [added: [112](#i96af7dbf2ef64866aabc187770c9095e_193)] | | |

Adevinta was deemed a significant equity investee under Rule 3-09 of Regulation S-X for the fiscal year ended December 31, 2023 (though not for the fiscal [removed: years] [added: year] ended December 31, [removed: 2022 or] 2024).

As such, pursuant to Rule 3-09 of Regulation S-X, separate financial statements of Adevinta for the fiscal [removed: years] [added: year] ended December 31, 2023 and [removed: 2022, as well as] for the [removed: portion of the fiscal year] [added: interim period] ended [removed: December] [added: March] 31, 2024 [removed: in] [added: (during and as of] which [added: periods] eBay’s investment in Adevinta was accounted for by eBay pursuant to the equity [removed: method,] [added: method)] are required to be filed [removed: by amendment to this] [added: with eBay’s] Annual Report on Form [removed: 10-K] [added: 10-K, or by amendment to the Form 10-K,] within six months of Adevinta’s fiscal year end.

Accordingly, financial statements of Adevinta [added: as of and] for [removed: a certain] [added: the interim] period [added: ended March 31, 2024 (unaudited) and as] of [added: and for] the [removed: fiscal] year ended December 31, [removed: 2024 will be filed via an amendment] [added: 2023 (audited) are provided as Exhibits 99.01 and 99.02] to this Annual Report on Form [removed: 10-K on or before June 30, 2025.][added: 10-K, respectively.]

| | | | | | |

| Schedule II - Valuation and Qualifying Accounts | | | [114](#i9890a45b21e5472dbc635cb3d1b72cb0_199) | | |

We have audited the accompanying consolidated balance sheet of eBay Inc. and its subsidiaries (the [removed: “Company”)] [added: "Company")] as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the related consolidated statements of income, of comprehensive income, of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] including the related notes [removed: and schedule of valuation and qualifying accounts for each of the three years in] [added: (collectively referred to as] the [removed: period ended December 31, 2024 appearing under Item 15a.2.][added: "consolidated financial statements").]

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated [removed: Framework* (2013)] [added: Framework (2013)*] issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated [removed: Framework* (2013)] [added: Framework (2013)*] issued by the COSO.

[removed: As described in Notes 1 and 15 to the consolidated financial statements, significant] [added: Significant] judgment is required [added: by management] in determining the Company’s tax expense and in evaluating [removed: management’s] tax positions, including evaluating uncertainties and the complexity of taxes on foreign earnings.

The principal considerations for our determination that performing procedures relating to [added: accounting for] income taxes [removed: - unrecognized tax benefits and taxes on foreign earnings] is a critical audit matter are [added: (i)] the significant judgment by management when [removed: evaluating] [added: determining the income] tax [removed: positions relating to unrecognized] [added: provision, deferred] tax [removed: benefits] [added: assets, deferred tax liabilities] and [removed: taxes on foreign earnings, which in turn led to] [added: unrecognized tax benefits; (ii)] a high degree of auditor judgment, [removed: effort,] [added: subjectivity,] and [removed: subjectivity] [added: effort] in performing [removed: audit] procedures and evaluating audit evidence relating to [removed: unrecognized] [added: these account balances and] tax [removed: benefits] [added: positions;] and [removed: taxes on foreign earnings.][added: (iii) the audit effort involved the use of professionals with specialized skill and knowledge.]

These procedures included testing the effectiveness of controls relating to income taxes, including [added: management’s] controls over [removed: unrecognized] [added: the income] tax [removed: benefits] [added: provision, measurement] and [removed: taxes on foreign earnings.][added: recognition of deferred tax assets and liabilities, and the identification of unrecognized tax benefits.]

These procedures also included, among [removed: others, evaluating] [added: others (i) testing the income] tax [removed: positions taken by management,] [added: provision,] including [added: the effective tax rate reconciliation and certain permanent and temporary differences; (ii) testing the completeness and accuracy of underlying data used in measuring and recognizing deferred tax assets and liabilities; (iii)] evaluating the [removed: reasonableness] [added: completeness] of management’s [removed: determination] [added: assessment] of the [removed: probability] [added: identification] of [removed: sustaining the position under] [added: and changes in uncertain] tax [removed: examination] [added: positions] and [removed: identification] [added: the status and results] of [removed: changes to] [added: income] tax [removed: positions, evaluating communications] [added: audits] with the relevant tax [removed: authorities, testing applicable tax rates applied by management,] [added: authorities;] and [added: (iv)] evaluating the impact of taxes on foreign [removed: earnings,] [added: earnings in certain jurisdictions,] including the calculation of U.S. minimum taxes on foreign [removed: earnings] [added: earnings,] and the deferred tax benefit derived from the amortization of the Company’s intellectual property.

| | | | December [removed: 31,] [added: 31, 2025] | | | | | | | | | [added: | | | | | | | | | | | |]

| | | | [added: 2025 | | | | | |] 2024 | | | | | | 2023 | | |

| Cash and cash equivalents | | | $ | [added: 1,867 | | | | | $ |] 2,433 | | | | | $ | 1,985 | |

| Short-term investments | | | [removed: 3,457] [added: 1,052] | | | | | | [removed: 2,533] [added: 3,457] | | |

| Customer accounts and funds receivable | | | [removed: 962] [added: 1,280] | | | | | | [removed: 1,013] [added: 962] | | |

| Other current assets | | | [removed: 715] [added: 887] | | | | | | [removed: 1,011] [added: 715] | | |

| Total current assets | | | [removed: 7,567] [added: 5,086] | | | | | | [removed: 11,016] [added: 7,567] | | |

| Long-term investments | | | [removed: 2,439] [added: 2,767] | | | | | | [removed: 1,129] [added: 2,439] | | |

| Property and equipment, net | | | [removed: 1,263] [added: 1,338] | | | | | | [removed: 1,243] [added: 1,263] | | |

| Goodwill | | | [added: $ | 4,267 | | | | | $ | 56 | | | | | $ | (54) | | | | | $ |] 4,269 | | | | | [added: $] | [removed: 4,267] [added: 175] | | | [added: | | $ | 23 | | | | | $ | 4,467 | |]

| Operating lease right-of-use assets | | | [removed: 427] [added: 428] | | | | | | [removed: 493] [added: 427] | | |

| Deferred tax assets | | | [removed: 2,936] [added: 2,959] | | | | | | [removed: 3,089] [added: 2,936] | | |

| Other assets | | | [removed: 464] [added: 565] | | | | | | [removed: 383] [added: 464] | | |

| Total assets | | | $ | [removed: 19,365] [added: 17,610] | | | | | $ | [removed: 21,620] [added: 19,365] | |

| Short-term debt | | | $ | [removed: 1,673] [added: 750] | | | | | $ | [removed: 750] [added: 1,673] | |

| Accounts payable | | | [removed: 257] [added: 242] | | | | | | [removed: 267] [added: 257] | | |

| Customer accounts and funds payable | | | [removed: 1,018] [added: 1,280] | | | | | | [removed: 1,054] [added: 1,018] | | |

| Accrued expenses and other current liabilities | | | [removed: 2,184] [added: 2,257] | | | | | | [removed: 2,196] [added: 2,184] | | |

| Income taxes payable | | | [removed: 966] [added: 108] | | | | | | [removed: 253] [added: 966] | | |

| Total current liabilities | | | [removed: 6,098] [added: 4,637] | | | | | | [removed: 4,520] [added: 6,098] | | |

| Operating lease liabilities | | | [removed: 320] [added: 315] | | | | | | [removed: 387] [added: 320] | | |

| Deferred tax liabilities | | | [removed: 1,405] [added: 1,472] | | | | | | [removed: 2,408] [added: 1,405] | | |

| Long-term debt | | | [removed: 5,752] [added: 5,996] | | | | | | [removed: 6,973] [added: 5,752] | | |

| Other liabilities | | | [removed: 632] [added: 575] | | | | | | [removed: 936] [added: 632] | | |

| Total liabilities | | | [removed: 14,207] [added: 12,995] | | | | | | [removed: 15,224] [added: 14,207] | | |

| Commitments and contingencies (Note [removed: 12)] [added: 11)] | | | | | | | | | | | |

| Common stock, $0.001 par value; 3,580 shares authorized; [removed: 471] [added: 449] and [removed: 517] [added: 471] shares outstanding | | | 2 | | | | | | 2 | | |

| Additional paid-in capital | | | [removed: 18,289] [added: 18,785] | | | | | | [removed: 17,792] [added: 18,289] | | |

| Treasury stock at cost, [removed: 1,274] [added: 1,307] and [removed: 1,218] [added: 1,274] shares | | | [removed: (51,290)] [added: (53,807)] | | | | | | [removed: (48,114)] [added: (51,290)] | | |

| Retained earnings | | | [removed: 37,951] [added: 39,428] | | | | | | [removed: 36,531] [added: 37,951] | | |

| Accumulated other comprehensive income | | | [removed: 206] [added: 207] | | | | | | [removed: 185] [added: 206] | | |

| Total stockholders’ equity | | | [added: $ | 4,615 | | | | | $ |] 5,158 | | | | | [added: $] | 6,396 | | [removed: |]

*Accounting for Income Taxes*

As described in Notes 1 and 14 to the consolidated financial statements, the Company recorded an income tax provision of $311 million for the year ended December 31, 2025, and has deferred tax assets of $3,929 million, deferred tax liabilities of $2,246 million and unrecognized tax benefits of $521 million as of December 31, 2025.

As disclosed by management, the Company’s annual tax rate is based on income, statutory tax rates and tax planning opportunities available in the various jurisdictions in which the Company operates.

Management accounts for income taxes using an asset and liability approach, which requires the recognition of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in the financial statements or tax returns.

Management reports a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return.

Tax laws are complex and subject to different interpretations by the taxpayer and respective government taxing authorities.

| Discontinued operations | | | 0.08 | | | | | | (0.01) | | | | | | (0.02) | | |

| Net income | | | 2,031 | | | | | | 1,975 | | | | | | 2,767 | | |

| Foreign currency translation adjustment | | | 48 | | | | | | (76) | | | | | | (16) | | |

| Net income | | | $ | 2,031 | | | | | $ | 1,975 | | | | | $ | 2,767 | |

| Transaction losses | | | 396 | | | | | | 353 | | | | | | 360 | | |

| Shareholder distributions from equity investments | | | 227 | | | | | | — | | | | | | — | | |

| Acquisitions and other | | | (208) | | | | | | (13) | | | | | | (38) | | |

| Proceeds from issuance of senior notes, net | | | 994 | | | | | | — | | | | | | — | | |

| Repayment of senior notes | | | (1,225) | | | | | | (750) | | | | | | (1,150) | | |

| Proceeds from issuance of commercial paper | | | 1,994 | | | | | | 441 | | | | | | — | | |

| Repayment of commercial paper | | | (2,435) | | | | | | — | | | | | | — | | |

For investments in entities where we hold less than a 20% ownership interest, the change in fair value of, or any impairment related to the investment is included in “Gain (loss) on equity investments and warrants, net” and investment balances are included in “Long-term investments.”

Direct costs incurred to develop cloud computing arrangements were immaterial for the years ended December 31, 2025, 2024 and 2023.

required to sell the security before recovery of its amortized cost basis.

These changes are recognized in “Interest income and other, net.”

Subsequent changes in fair value are recognized in

Refer to “Note 5 — Investments” and “Note 7 — Fair Value Measurement of Assets and Liabilities” for additional details.