Item 1. Financial Statements (unaudited)

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Item 1. Financial Statements (unaudited)

Index

Page
Condensed Consolidated Balance Sheet as of September 30, 2025 and December 31, 20246
Condensed Consolidated Statement of Income for the three and nine months ended September 30, 2025 and 20247
Condensed Consolidated Statement of Comprehensive Income for the three and nine months ended September 30, 2025 and 20248
Condensed Consolidated Statement of Stockholders’ Equity for the three and nine months ended September 30, 2025 and 20249
Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2025 and 202410
Notes to Condensed Consolidated Financial Statements12
Note 1 — The Company and Summary of Significant Accounting Policies12
Note 2 — Net Income Per Share15
Note 3 — Goodwill and Intangible Assets16
Note 4 — Segments17
Note 5 — Investments18
Note 6 — Derivative Instruments22
Note 7 — Fair Value Measurement of Assets and Liabilities26
Note 8 — Supplemental Consolidated Financial Information29
Note 9 — Debt31
Note 10 — Commitments and Contingencies34
Note 11 — Stockholders’ Equity36
Note 12 — Employee Benefit Plans37
Note 13 — Income Taxes38
Note 14 — Accumulated Other Comprehensive Income39
Note 15 — Restructuring41

eBay Inc.

CONDENSED CONSOLIDATED BALANCE SHEET

September 30, 2025December 31, 2024
(In millions, except par value)
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents$2,423$2,433
Short-term investments9553,457
Customer accounts and funds receivable1,262962
Other current assets753715
Total current assets5,3937,567
Long-term investments2,8482,439
Property and equipment, net1,3331,263
Goodwill4,3764,269
Operating lease right-of-use assets367427
Deferred tax assets2,8982,936
Other assets576464
Total assets$17,791$19,365
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term debt$1,748$1,673
Accounts payable308257
Customer accounts and funds payable1,3651,018
Accrued expenses and other current liabilities2,2372,184
Income taxes payable173966
Total current liabilities5,8316,098
Operating lease liabilities264320
Deferred tax liabilities1,3771,405
Long-term debt5,0035,752
Other liabilities597632
Total liabilities13,07214,207
Commitments and Contingencies (Note 10)
Stockholders’ equity:
Common stock, $0.001 par value; 3,580 shares authorized; 454 and 471 shares outstanding22
Additional paid-in capital18,64618,289
Treasury stock at cost, 1,299 and 1,274 shares(53,178)(51,290)
Retained earnings39,03737,951
Accumulated other comprehensive income212206
Total stockholders’ equity4,7195,158
Total liabilities and stockholders’ equity$17,791$19,365

The accompanying notes are an integral part of these condensed consolidated financial statements.

eBay Inc.

CONDENSED CONSOLIDATED STATEMENT OF INCOME

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
(In millions, except per share amounts)
(Unaudited)
Net revenues$2,820$2,576$8,135$7,704
Cost of net revenues8217272,3202,162
Gross profit1,9991,8495,8155,542
Operating expenses:
Sales and marketing6065921,7281,710
Product development4233741,2061,104
General and administrative282194914673
Provision for transaction losses10689273266
Amortization of acquired intangible assets651814
Total operating expenses1,4231,2544,1393,767
Income from operations5765951,6761,775
Interest and other:
Gain (loss) on equity investments and warrant, net(10)199(16)(120)
Interest expense(62)(63)(185)(194)
Interest income and other, net6966209200
Income from continuing operations before income taxes5737971,6841,661
Income tax benefit (provision)24(161)(213)(360)
Income from continuing operations5976361,4711,301
Income (loss) from discontinued operations, net of income taxes35(2)32(5)
Net income$632$634$1,503$1,296
Income (loss) per share - basic:
Continuing operations$1.31$1.31$3.19$2.59
Discontinued operations0.08—0.07(0.01)
Net income per share - basic$1.39$1.31$3.26$2.58
Income (loss) per share - diluted:
Continuing operations$1.28$1.29$3.13$2.57
Discontinued operations0.07—0.07(0.01)
Net income per share - diluted$1.35$1.29$3.20$2.56
Weighted-average shares:
Basic456487461502
Diluted467494471507

The accompanying notes are an integral part of these condensed consolidated financial statements.

eBay Inc.

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
(In millions)
(Unaudited)
Net income$632$634$1,503$1,296
Other comprehensive income (loss), net of reclassification adjustments:
Foreign currency translation gains (losses)(9)665513
Unrealized gains on investments, net5312345
Tax expense on unrealized gains on investments, net(1)(7)(5)(11)
Unrealized gains (losses) on hedging activities, net28(29)(86)—
Tax benefit (expense) on unrealized gains (losses) on hedging activities, net(6)619—
Other comprehensive income, net of tax1767647
Comprehensive income$649$701$1,509$1,343

The accompanying notes are an integral part of these condensed consolidated financial statements.

eBay Inc.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
(In millions, except per share amounts)
(Unaudited)
Common stock:
Balance, beginning of period$2$2$2$2
Common stock issued————
Common stock repurchased————
Balance, end of period2222
Additional paid-in-capital:
Balance, beginning of period18,55818,05818,28917,792
Common stock and stock-based awards issued8—10153
Stock-based compensation147147451448
Tax withholdings related to net share settlements of restricted stock units and awards(71)(50)(208)(146)
Other461314
Balance, end of period18,64618,16118,64618,161
Treasury stock at cost:
Balance, beginning of period(52,548)(49,626)(51,290)(48,114)
Common stock repurchased(630)(756)(1,888)(2,268)
Balance, end of period(53,178)(50,382)(53,178)(50,382)
Retained earnings:
Balance, beginning of period38,54236,91037,95136,531
Net income6326341,5031,296
Dividends and dividend equivalents declared(137)(137)(417)(420)
Balance, end of period39,03737,40739,03737,407
Accumulated other comprehensive income:
Balance, beginning of period195165206185
Foreign currency translation adjustment(9)665513
Change in unrealized gains on investments5312345
Change in unrealized gains (losses) on derivative instruments28(29)(86)—
Tax benefit (provision) on above items(7)(1)14(11)
Balance, end of period212232212232
Total stockholders’ equity$4,719$5,420$4,719$5,420
Dividends and dividend equivalents declared per share or restricted stock unit$0.29$0.27$0.87$0.81

The accompanying notes are an integral part of these condensed consolidated financial statements.

eBay Inc.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

Nine Months Ended September 30,
20252024
(In millions)
(Unaudited)
Cash flows from operating activities:
Net income$1,503$1,296
Loss (income) from discontinued operations, net of income taxes(32)5
Adjustments:
Provision for transaction losses273266
Depreciation and amortization292245
Stock-based compensation448446
Deferred income taxes14(534)
Change in fair value of warrants(2)(120)
Change in fair value of equity investment in Adevinta—156
Loss on investments and other, net884
Changes in assets and liabilities, net of acquisition effects(1,090)(107)
Net cash provided by continuing operating activities1,4141,737
Net cash used in discontinued operating activities(38)—
Net cash provided by operating activities1,3761,737
Cash flows from investing activities:
Purchases of property and equipment(408)(341)
Purchases of investments(6,100)(11,472)
Maturities of investments8,02110,421
Proceeds from sale of shares in Adevinta—2,410
Shareholder distributions from equity investments227—
Acquisitions and other(96)(67)
Net cash provided by investing activities1,644951
Cash flows from financing activities:
Proceeds from issuance of common stock10158
Repurchases of common stock(1,865)(2,238)
Payments for taxes related to net share settlements of restricted stock units and awards(208)(136)
Payments for dividends(400)(405)
Repayment of senior notes(800)(750)
Proceeds from issuance of commercial paper1,575441
Repayment of commercial paper(1,446)—
Net funds receivable and payable activity231230
Other(26)(14)
Net cash used in financing activities(2,838)(2,814)
Effect of exchange rate changes on cash, cash equivalents and restricted cash455
Net increase (decrease) in cash, cash equivalents and restricted cash227(121)
Cash, cash equivalents and restricted cash at beginning of period3,2862,493
Cash, cash equivalents and restricted cash at end of period$3,513$2,372

eBay Inc.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS—(Continued)

Nine Months Ended September 30,
20252024
(In millions)
(Unaudited)
Supplemental cash flow disclosures of continuing operations:
Cash paid for:
Interest$169$179
Income taxes$1,244$640

The following table reconciles cash, cash equivalents and restricted cash as reported in the condensed consolidated balance sheet to the total of the same amounts presented in the condensed consolidated statement of cash flows as of the dates indicated:

September 30,
20252024
(In millions)
(Unaudited)
Cash and cash equivalents$2,423$1,589
Customer accounts (including restricted cash of $309 and $185, respectively)947679
Restricted cash included in other current assets142102
Restricted cash included in other assets12
Cash, cash equivalents and restricted cash$3,513$2,372

The accompanying notes are an integral part of these condensed consolidated financial statements.

eBay Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 — The Company and Summary of Significant Accounting Policies

The Company

eBay Inc. is a global commerce leader that connects people and builds communities to create economic opportunity for all. Our technology empowers millions of buyers and sellers in more than 190 markets around the world, providing everyone the opportunity to grow and thrive. Our Marketplace platforms, including our online marketplace located at www.ebay.com and its localized counterparts, our off-platform marketplaces and our suite of mobile apps, together, create one of the world's largest and most vibrant marketplaces for discovering great value and unique selection.

When we refer to “we,” “our,” “us,” the “Company” or “eBay” in this Quarterly Report on Form 10-Q, we mean the Delaware corporation (eBay Inc.) and its consolidated subsidiaries, unless otherwise expressly stated or the context otherwise requires.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, we evaluate our estimates, including but not limited to those related to provisions for transaction losses, legal contingencies, income taxes, revenue recognition, stock-based compensation, investments, including Level 3 investments, derivatives, including warrants, and the recoverability of goodwill and intangible assets. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ from those estimates.

We review the useful lives of equipment on an ongoing basis, and effective January 1, 2024 we changed our estimate of the useful lives for our servers and networking equipment from three years to four years. The longer useful lives are due to continuous improvements in our hardware, software, and data center designs.

Principles of Consolidation and Basis of Presentation

The accompanying financial statements are consolidated and include the financial statements of eBay Inc. and our wholly and majority-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. A qualitative approach is applied to assess the consolidation requirement for variable interest entities. Generally, investments in entities where we hold at least a 20% ownership interest and have the ability to exercise significant influence, but not control, over the investee are accounted for using the equity method of accounting, including those in which the fair value option has been elected.

For equity method investments, our share of the investees’ results of operations is included in “Interest income and other, net” and investment balances are included in “Long-term investments.” For equity method investments under the fair value option, the change in fair value of the investment is included in “Gain (loss) on equity investments and warrant, net” and investment balances are included in “Long-term investments.” Investments in entities where we hold less than a 20% ownership interest are generally accounted for as equity investments to be measured at fair value, under an election, or at cost if it does not have readily determinable fair value, in which case the carrying value would be adjusted upon the occurrence of an observable price change in an orderly transaction for identical or similar instruments or impairment. For investments in entities where we hold less than a 20% ownership interest, the change in fair value of the investment is included in “Gain (loss) on equity investments and warrant, net” and investment balances are included in “Long-term investments.”

eBay Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

These condensed consolidated financial statements and accompanying notes should be read in conjunction with the audited consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”). We have evaluated all subsequent events through the date these condensed consolidated financial statements were issued. In the opinion of management, these condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for the fair statement of the condensed consolidated financial position, results of operations and cash flows for these interim periods.

Significant Accounting Policies

There were no significant changes to our significant accounting policies disclosed in “Note 1 — The Company and Summary of Significant Accounting Policies” in our 2024 Form 10-K.

Recently Adopted Accounting Pronouncements

In 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07—Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The guidance is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses enabling investors to better understand an entity’s overall performance and assess potential future cash flows. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. The standard is effective for annual reporting periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. We adopted this guidance in the fourth quarter of 2024 with no material impact in our condensed consolidated financial statements and related disclosures.

In 2023, the FASB issued ASU 2023-08—Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets. The guidance addresses the accounting and disclosure requirements for certain crypto assets and requires entities to subsequently measure certain crypto assets at fair value, with changes in fair value recognized in net income in each reporting period. In addition, entities are required to provide additional disclosures about the holdings of certain crypto assets. The standard is effective for annual reporting periods beginning after December 15, 2024, including interim reporting periods within those fiscal years. We adopted this guidance in the first quarter of 2025 with no material impact in our condensed consolidated financial statements and related disclosures.

Recent Accounting Pronouncements Not Yet Adopted

In 2023, the FASB issued ASU 2023-09—Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The guidance is intended to further standardize income tax disclosures primarily related to the presentation of the effective tax rate reconciliation and income taxes paid information in our financial statements and disclosures. The standard is effective for annual reporting periods beginning after December 15, 2024. We are evaluating the effect that this standard may have on our condensed consolidated financial statements and related disclosures.

In 2024, the FASB issued ASU 2024-03—Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The guidance is intended to improve disclosures about expenses and address requests from investors for more transparent expense information through disaggregation of relevant expense captions in the notes to the financial statements. The standard is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. We are evaluating the effect that this standard may have on our condensed consolidated financial statements and related disclosures.

eBay Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

In 2025, the FASB issued ASU 2025-06—Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The guidance is intended to improve certain aspects of the accounting for and disclosure of internally developed software costs specific to website development. The standard is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. We are evaluating the effect that this standard may have on our condensed consolidated financial statements and related disclosures.

eBay Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 2 — Net Income Per Share

Basic net income per share is computed by dividing net income for the period by the weighted average number of shares of common stock outstanding during the period. Diluted net income per share is computed by dividing net income for the period by the weighted average number of shares of common stock and potentially dilutive common stock outstanding during the period. The dilutive effect of outstanding options and equity incentive awards is reflected in diluted net income per share by application of the treasury stock method. The calculation of diluted net income per share excludes all anti-dilutive shares of common stock.

The following table presents the computation of basic and diluted net income per share for the periods indicated (in millions, except per share amounts):

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Numerator:
Income from continuing operations$597$636$1,471$1,301
Income (loss) from discontinued operations, net of income taxes35(2)32(5)
Net income$632$634$1,503$1,296
Denominator:
Weighted average shares of common stock - basic456487461502
Dilutive effect of equity incentive awards117105
Weighted average shares of common stock - diluted467494471507
Income (loss) per share - basic:
Continuing operations$1.31$1.31$3.19$2.59
Discontinued operations0.08—0.07(0.01)
Net income per share - basic$1.39$1.31$3.26$2.58
Income (loss) per share - diluted:
Continuing operations$1.28$1.29$3.13$2.57
Discontinued operations0.07—0.07(0.01)
Net income per share - diluted$1.35$1.29$3.20$2.56
Common stock equivalents excluded from income per diluted share because their effect would have been anti-dilutive—4113

eBay Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 3 — Goodwill and Intangible Assets

Goodwill

The following table presents goodwill activity for the period indicated (in millions):

December 31, 2024Goodwill AcquiredAdjustmentsSeptember 30, 2025
Goodwill$4,269$72$35$4,376

Goodwill acquired during the nine months ended September 30, 2025 relates to the acquisition of Caramel, an end-to-end online automotive transaction solution provider. The measurement period relating to the acquisition of Caramel ends in February 2026. The adjustments to goodwill for the nine months ended September 30, 2025 were primarily due to foreign currency translation.

Intangible Assets

Intangible assets are reported within “Other assets” in our condensed consolidated balance sheets. The following table presents components of identifiable intangible assets as of the dates indicated (in millions, except years):

September 30, 2025December 31, 2024
Gross Carrying AmountAccumulated AmortizationNet Carrying AmountWeighted Average Useful Life (Years)Gross Carrying AmountAccumulated AmortizationNet Carrying AmountWeighted Average Useful Life (Years)
Intangible assets:
Customer lists and user base$257$(218)$397$246$(200)$468
Marketing related103(69)347101(63)387
Developed technologies270(225)454239(205)344
All other158(157)13158(157)13
Total$788$(669)$119$744$(625)$119

Amortization expense for intangible assets was $12 million and $37 million for the three and nine months ended September 30, 2025, respectively, compared to $10 million and $27 million, respectively, during the same periods in 2024.

The following table presents expected future intangible asset amortization as of the date indicated (in millions):

September 30, 2025
Remaining 2025$12
202642
202737
20289
20297
Thereafter12
Total$119

eBay Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 4 — Segments

We have one reportable segment, which reflects how the chief operating decision maker (“CODM”), the Company’s President and Chief Executive Officer, reviews and assesses performance of the business. The CODM assesses the performance of the Company and decides how to allocate resources based on consolidated net income reported in the condensed consolidated statement of income. The CODM uses consolidated net income in deciding whether to reinvest profits into certain parts of the business or return a portion of such profits to shareholders through dividends and stock repurchases. Significant expense categories regularly provided to and reviewed by the CODM are those presented in the condensed consolidated statement of income. The measure of segment assets is reported on the condensed consolidated balance sheet as total assets, although the CODM does not evaluate asset information for purposes of allocating resources or evaluating performance.

Net Revenues

The following table summarizes net revenues by activity for the periods indicated (in millions):

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Marketplace revenues$2,295$2,168$6,686$6,514
Advertising revenues5254081,4491,190
Total net revenues$2,820$2,576$8,135$7,704

Net Revenues by Geography

Net revenues, inclusive of the effects of foreign exchange during each period, are attributed to the United States and international geographies primarily based upon the country in which the customer is located.

The following table summarizes the allocation of net revenues based on geography for the periods indicated (in millions):

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
United States$1,453$1,302$4,196$3,897
United Kingdom4223971,1341,179
China324293935859
Germany249238732727
Rest of world3723461,1381,042
Total net revenues$2,820$2,576$8,135$7,704

eBay Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 5 — Investments

The following tables summarize the unrealized gains and losses and estimated fair value of our investments classified as available-for-sale debt securities as of the dates indicated (in millions):

September 30, 2025
Gross Amortized CostGross Unrealized GainsGross Unrealized LossesEstimated Fair Value
Short-term investments:
Corporate debt securities$924$2$—$926
Government and agency securities30—(1)29
$954$2$(1)$955
Long-term investments:
Corporate debt securities$1,795$17$(1)$1,811
Government and agency securities135—(1)134
$1,930$17$(2)$1,945
December 31, 2024
Gross Amortized CostGross Unrealized GainsGross Unrealized LossesEstimated Fair Value
Short-term investments:
Corporate debt securities$3,095$1$(2)$3,094
Government and agency securities367—(4)363
$3,462$1$(6)$3,457
Long-term investments:
Corporate debt securities$1,117$4$(2)$1,119
Government and agency securities194—(4)190
$1,311$4$(6)$1,309

Our fixed-income investments consist of predominantly investment grade corporate debt securities and government and agency securities. The corporate debt and government and agency securities that we invest in are generally deemed to be low risk based on their credit ratings from major rating agencies.

The longer the duration of these securities, the more susceptible they are to changes in market interest rates and bond yields. As interest rates increase, those securities purchased at a lower yield show a mark-to-market unrealized loss. The unrealized losses are due primarily to changes in credit spreads and interest rates. We regularly review investment securities for other-than-temporary impairment using both qualitative and quantitative criteria. Investments classified as available-for-sale debt securities are carried at fair value with changes reflected in our condensed consolidated statement of comprehensive income. Where there is an intention or a requirement to sell an impaired available-for-sale debt security, the entire impairment is recognized in earnings with a corresponding adjustment to the amortized cost basis of the security. From time to time, we sell available-for-sale debt securities in an unrealized loss position and recognize an immaterial loss.

eBay Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

We regularly review investment securities for credit impairment using both qualitative and quantitative criteria. In making this assessment, we consider the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, any adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses will be recognized through “Interest income and other, net” for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recognized through an allowance for credit losses is recognized in our condensed consolidated statement of comprehensive income. We did not recognize any credit-related impairment through an allowance for credit losses as of September 30, 2025 or December 31, 2024.

Investment securities in a continuous loss position for less than 12 months had an estimated fair value of $803 million and unrealized losses of $1 million as of September 30, 2025 compared to an estimated fair value of $1,665 million and unrealized losses of $4 million as of December 31, 2024. Investment securities in a continuous loss position for greater than 12 months had an estimated fair value of $68 million and unrealized losses of $2 million as of September 30, 2025 compared to an estimated fair value of $361 million and unrealized losses of $8 million as of December 31, 2024. Refer to “Note 14 — Accumulated Other Comprehensive Income” for amounts reclassified to earnings from unrealized gains and losses.

The following table presents estimated fair values of our short-term and long-term investments classified as available-for-sale debt securities by date of contractual maturity as of the date indicated (in millions):

September 30, 2025
One year or less$955
One year through two years888
Two years through three years651
Three years through four years313
Four years through five years57
Thereafter36
Total$2,900

Equity Investments

The following table summarizes our equity investments as of the dates indicated (in millions):

Balance Sheet LocationSeptember 30, 2025December 31, 2024
Equity investments without readily determinable fair valuesLong-term investments$798$1,011
Equity investments under the equity method of accountingLong-term investments5465
Equity investments under the fair value optionLong-term investments5154
Total equity investments$903$1,130

eBay Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Equity investments without readily determinable fair values

Equity investments without readily determinable fair values are non-marketable equity securities, which are investments in privately-held companies for which we do not exercise significant influence and are accounted for under the measurement alternative. Under the measurement alternative, the carrying value is measured at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer. Changes in value and impairments of equity investments without readily determinable fair values are recognized in “Gain (loss) on equity investments and warrant, net” in our condensed consolidated statement of income. Equity investments without readily determinable fair values are presented within “Long-term investments” in our condensed consolidated balance sheet.

Equity investment in Aurelia

In the second quarter of 2024, we completed the sale of (1) 227 million Adevinta ASA (“Adevinta”) shares in exchange for $2.4 billion in cash and (2) 177 million Adevinta shares in exchange for 177 million shares of a new entity, Aurelia Netherlands TopCo B.V. (“Aurelia”). The newly acquired investment in Aurelia was valued at $1.9 billion and represented approximately 18.3% ownership of the outstanding equity.

Concurrently, we granted Aurelia UK Feederco Limited, the buyer of our previously owned Adevinta shares, a six-month option to purchase a portion of our Aurelia shares (the “Aurelia Option”) valued at $74 million as of September 30, 2024. In the fourth quarter of 2024, the Aurelia Option was exercised, upon which we sold 97 million shares in Aurelia in exchange for $1.0 billion in cash. The remaining investment represented 8.3% of the outstanding equity of Aurelia.

The equity investment in Aurelia is accounted for under the measurement alternative as we are not able to exercise significant influence based on the governance structure of Aurelia.

In the first quarter of 2025, Aurelia implemented a recapitalization in connection with the creation of a management incentive plan. Prior to the recapitalization, we only held common shares in Aurelia. Subsequent to the recapitalization, we now hold both common and preferred shares in Aurelia.

In the second quarter of 2025, we received a $225 million cash distribution related to our equity investment in Aurelia. The distribution represents a return of capital based on the nature of the transaction and terms of Aurelia’s shareholder agreement to which we are party. The distribution resulted in a $214 million reduction to the carrying value of the investment in our condensed consolidated balance sheet and a foreign exchange gain of $11 million recognized in “Interest income and other, net” in our condensed consolidated statement of income. Cash received from the distribution was classified as an investing activity in our condensed consolidated statement of cash flows.

The recapitalization and the shareholder distribution did not impact our ownership as we continue to own approximately 8.3% of the total outstanding preferred and common shares of Aurelia as of September 30, 2025.

The carrying value of our remaining investment in Aurelia was $653 million and $867 million as of September 30, 2025 and December 31, 2024, respectively.

Prior to the 2024 sale of Adevinta shares discussed above, we held a 33% equity interest in Adevinta. At the initial recognition of this equity investment in Adevinta, we elected the fair value option where subsequent changes in fair value were recognized in “Gain (loss) on equity investments and warrant, net” in the condensed consolidated statement of income. Refer to “Note 7 — Fair Value Measurement of Assets and Liabilities” for more information.

For the nine months ended September 30, 2024, unrealized losses of $234 million and a realized gain of $78 million were recognized in “Gain (loss) on equity investments and warrant, net” in our condensed consolidated statement of income related to the change in fair value and sale of Adevinta shares.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Other equity investments without readily determinable fair values

Certain other individually immaterial equity investments aggregating to $145 million as of both September 30, 2025 and December 31, 2024 are accounted for under the measurement alternative. The change in value of our other equity investments without readily determinable fair values for each of the three and nine-month periods ended September 30, 2025 and 2024 was immaterial both individually and in the aggregate.

Equity investments under the equity method of accounting

We account for certain other individually immaterial equity investments through which we exercise significant influence but do not have control over the investee under the equity method. Our condensed consolidated statement of income includes, as a component of “Interest income and other, net,” our share of the net income or loss of the investee. Equity method investments are presented within “Long-term investments” in our condensed consolidated balance sheet. Our share of the net income or loss of equity method investments for the three and nine-month periods ended September 30, 2025 and 2024 was immaterial both individually and in the aggregate.

Equity investments under the fair value option

Equity investment in Gmarket

In the fourth quarter of 2024, 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. Prior to the sale of shares, we held 19.99% of the equity interest in Gmarket, over which we were able to exercise significant influence based on the terms of the securities purchase agreement, and through our board representation. At the initial recognition of this equity investment in Gmarket, we elected the fair value option where subsequent changes in fair value were recognized in “Gain (loss) on equity investments and warrant, net” in the condensed consolidated statement of income. Refer to “Note 7 — Fair Value Measurement of Assets and Liabilities” for more information.

For the three and nine months ended September 30, 2024, unrealized gains of $16 million and unrealized losses of $12 million, respectively, were recognized in “Gain (loss) on equity investments and warrant, net” in our condensed consolidated statement of income related to the change in fair value of the investment in Gmarket.

Other investments under the fair value option

Certain other individually immaterial equity investments aggregating to $51 million as of September 30, 2025 and $54 million as of December 31, 2024 are measured at fair value using the net asset value per share and therefore, have not been classified in the fair value hierarchy. Refer to “Note 7 — Fair Value Measurement of Assets and Liabilities” for more information.

Gains and losses on equity investments

The following table summarizes unrealized gains and losses on equity investments for the three and nine months ended September 30, 2025 and 2024 as presented within “Gain (loss) on equity investments and warrant, net” for the periods indicated (in millions):

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Net gains (losses) recognized during the period on equity investments$(13)$19$(19)$(166)
Less: Net gains (losses) recognized on equity investments sold during the period(4)—(2)78
Total unrealized gains (losses) on equity investments held, end of period$(9)$19$(17)$(244)

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 6 — Derivative Instruments

Our primary objective in holding derivatives is to reduce the volatility of earnings and cash flows associated with changes in foreign currency exchange rates and interest rates. These hedging contracts reduce, but do not entirely eliminate, the impact of adverse foreign exchange rate and interest rate movements. We do not use any of our derivative instruments for trading purposes.

We use foreign currency exchange contracts to reduce the volatility of cash flows related to forecasted revenues, expenses, assets and liabilities, including intercompany balances denominated in foreign currencies. These contracts are generally one month to one year in duration but with maturities up to 24 months. The objective of the foreign exchange contracts is to ensure that ultimately the U.S. dollar-equivalent cash flows are not adversely affected by changes in the applicable U.S. dollar/foreign currency exchange rate. We evaluate the effectiveness of our foreign exchange contracts designated as cash flow hedges on a quarterly basis.

Cash Flow Hedges

For derivative instruments that are designated as cash flow hedges, the derivative’s gain or loss is initially reported as a component of “Accumulated other comprehensive income” (“AOCI”) and subsequently reclassified into earnings in the same period the forecasted hedged transaction affects earnings. Derivative instruments designated as cash flow hedges must be de-designated as hedges when it is probable that the forecasted hedged transaction will not occur in the initially identified time period or within a subsequent two-month time period. Unrealized gains and losses in AOCI associated with such derivative instruments are immediately reclassified into earnings. As of September 30, 2025, we have estimated that $36 million of net derivative losses related to our foreign exchange cash flow hedges and $7 million of net derivative gains related to our interest rate cash flow hedges included in AOCI will be reclassified into earnings within the next 12 months. We classify cash flows related to our cash flow hedges as operating activities in our condensed consolidated statement of cash flows.

Non-Designated Hedges

Our derivatives not designated as hedging instruments consist of foreign currency forward contracts that we primarily use to hedge monetary assets or liabilities, including intercompany balances and equity investments denominated in non-functional currencies. The gains and losses on our derivatives not designated as hedging instruments are recognized in “Interest income and other, net,” which are offset by the foreign currency gains and losses on the related assets and liabilities that are also recognized in “Interest income and other, net.” We classify cash flows related to our non-designated hedging instruments in the same line item as the cash flows of the related assets or liabilities, which is generally within operating activities in our condensed consolidated statement of cash flows.

Warrant

We were previously party to a warrant agreement that we entered into in conjunction with a commercial agreement with Adyen N.V. (“Adyen”) that, subject to meeting certain conditions, entitled us to acquire a fixed number of shares up to 5% of Adyen’s fully diluted share capital at a specific date. The warrant had a term of seven years and vested in a series of four tranches, at a specified price per share (fixed for the first two tranches) upon meeting processing volume milestone targets on a calendar year basis. When a relevant milestone was reached, the warrant became exercisable with respect to the corresponding tranche of warrant shares.

The warrant was accounted for as a derivative under ASC Topic 815, Derivatives and Hedging. Changes in the fair value of the warrant were recognized in “Gain (loss) on equity investments and warrant, net” in our condensed consolidated statement of income. The day-one value attributable to the other side of the warrant, which was recognized as a deferred credit, was reported within “Accrued expenses and other current liabilities” in our condensed consolidated balance sheet and was amortized over the life of the initial commercial arrangement. See “Note 7 — Fair Value Measurement of Assets and Liabilities” for information about the fair value measurement of the warrant.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

In the fourth quarter of 2024, we met the processing volume milestone required to vest in the second tranche of our warrant and upon vesting, we exercised the option to purchase shares of Adyen. As of December 31, 2024, the probability of meeting the processing volume milestone targets for remaining two tranches of the Adyen warrant was zero. The warrant expired on January 31, 2025.

Fair Value of Derivative Contracts

The following table presents fair values of our outstanding derivative instruments as of the dates indicated (in millions):

Balance Sheet LocationSeptember 30, 2025December 31, 2024
Derivative Assets:
Foreign exchange contracts designated as cash flow hedgesOther current assets$11$41
Foreign exchange contracts not designated as hedging instrumentsOther current assets920
Interest rate contracts designated as cash flow hedgesOther current assets—7
Foreign exchange contracts designated as cash flow hedgesOther assets1214
Warrants and otherOther assets1715
Total derivative assets$49$97
Derivative Liabilities:
Foreign exchange contracts designated as cash flow hedgesOther current liabilities$8$—
Foreign exchange contracts not designated as hedging instrumentsOther current liabilities218
Interest rate contracts designated as cash flow hedgesOther current liabilities4—
Total derivative liabilities$14$18
Total fair value of derivative instruments$35$79

Under the master netting agreements with the respective counterparties to our derivative contracts, subject to applicable requirements, we are allowed to net settle transactions of the same type with a single net amount payable by one party to the other. However, we have elected to present the derivative assets and derivative liabilities on a gross basis in our condensed consolidated balance sheet. As of September 30, 2025, the potential effect of rights of set-off associated with the foreign exchange contracts would be an offset to both assets and liabilities by $7 million, resulting in net derivative assets of $25 million and net derivative liabilities of $3 million. As of September 30, 2025, there was no potential effect of rights of set-off associated with the interest rate contracts as there were no asset positions.

Effect of Derivative Contracts on Accumulated Other Comprehensive Income

The following tables present the activity of derivative instruments designated as cash flow hedges gross of tax as of September 30, 2025 and December 31, 2024, and the impact of these derivative contracts on AOCI as of the dates indicated (in millions):

December 31, 2024Amount of Loss Recognized in Other Comprehensive IncomeLess: Amount of Gain (Loss) Reclassified From AOCI to EarningsSeptember 30, 2025
Foreign exchange contracts designated as cash flow hedges$25$(98)$(22)$(51)
Interest rate contracts designated as cash flow hedges50(4)640
Total$75$(102)$(16)$(11)

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

December 31, 2023Amount of Loss Recognized in Other Comprehensive IncomeLess: Amount of Gain (Loss) Reclassified From AOCI to EarningsSeptember 30, 2024
Foreign exchange contracts designated as cash flow hedges$(64)$(26)$(32)$(58)
Interest rate contracts designated as cash flow hedges51—645
Total$(13)$(26)$(26)$(13)

Effect of Derivative Contracts on Condensed Consolidated Statement of Income

The following table summarizes the total loss recognized in the condensed consolidated statement of income from our foreign exchange derivative contracts by location for the periods indicated (in millions):

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Loss from foreign exchange contracts designated as cash flow hedges recognized in net revenues$(24)$(11)$(22)$(31)
Loss from foreign exchange contracts designated as cash flow hedges recognized in cost of net revenues—(1)—(1)
Gain (loss) from foreign exchange contracts not designated as hedging instruments recognized in interest income and other, net7(16)24
Total loss recognized from foreign exchange derivative contracts in the condensed consolidated statement of income$(17)$(28)$(20)$(28)

The following table summarizes the total gain recognized in the condensed consolidated statement of income from our interest rate derivative contracts by location for the periods indicated (in millions):

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Gain from interest rate contracts designated as cash flow hedges recognized in interest expense$2$2$6$6
Gain from interest rate contracts designated as fair value hedges recognized in interest expense———2
Total gain recognized from interest rate derivative contracts in the condensed consolidated statement of income$2$2$6$8

The following table summarizes the total gain recognized in the condensed consolidated statement of income due to changes in the fair value of the warrant for the periods indicated (in millions):

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Gain attributable to changes in the fair value of warrant recognized in gain (loss) on equity investments and warrant, net$2$145$2$120

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Notional Amounts of Derivative Contracts

Derivative transactions are measured in terms of the notional amount, but this amount is not recognized in our condensed consolidated balance sheet and is not, when viewed in isolation, a meaningful measure of the risk profile of the instruments. The notional amount is generally not exchanged, but is used only as the basis on which the value of foreign exchange payments under these contracts are determined. The following table presents the notional amounts of our outstanding derivatives as of the dates indicated (in millions):

September 30, 2025December 31, 2024
Foreign exchange contracts designated as cash flow hedges$1,714$1,329
Foreign exchange contracts not designated as hedging instruments1,9021,667
Interest rate contracts designated as cash flow hedges200150
Total$3,816$3,146

Credit Risk

Our derivatives expose us to credit risk to the extent that the counterparties may be unable to meet the terms of the arrangement. We seek to mitigate such risk by limiting our counterparties to, and by spreading the risk across, major financial institutions. In addition, the potential risk of loss with any one counterparty resulting from this type of credit risk is monitored on an ongoing basis.

eBay Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 7 — Fair Value Measurement of Assets and Liabilities

The following tables present our financial assets and liabilities measured at fair value on a recurring basis as of the dates indicated (in millions):

September 30, 2025Quoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)
Assets:
Cash, cash equivalents and restricted cash
Cash and cash equivalents$2,423$2,423$—$—
Customer accounts947947——
Restricted cash included in other current assets142142——
Restricted cash included in other assets11——
Total cash, cash equivalents and restricted cash3,5133,513——
Derivatives49—3217
Short-term investments:
Corporate debt securities926—926—
Government and agency securities29—29—
Total short-term investments955—955—
Long-term investments:
Corporate debt securities1,811—1,811—
Government and agency securities134—134—
Total long-term investments1,945—1,945—
Total financial assets$6,462$3,513$2,932$17
Liabilities:
Derivatives$14$—$14$—

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

December 31, 2024Quoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)
Assets:
Cash, cash equivalents and restricted cash
Cash and cash equivalents$2,433$2,433$—$—
Customer accounts763763——
Restricted cash included in other current assets8888——
Restricted cash included in other assets22——
Total cash, cash equivalents and restricted cash3,2863,286——
Derivatives97—8215
Short-term investments:
Corporate debt securities3,094—3,094—
Government and agency securities363—363—
Total short-term investments3,457—3,457—
Long-term investments:
Corporate debt securities1,119—1,119—
Government and agency securities190—190—
Total long-term investments1,309—1,309—
Total financial assets$8,149$3,286$4,848$15
Liabilities:
Derivatives$18$—$18$—

Our financial assets and liabilities are valued using market prices on both active markets (Level 1), less active markets (Level 2) and little or no market activity (Level 3). Level 1 instrument valuations are obtained from real-time quotes for transactions in active exchange markets involving identical assets. Level 2 instrument valuations are obtained from readily available pricing sources for comparable instruments, identical instruments in less active markets, or models using market observable inputs. Level 3 instrument valuations typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. We did not have any transfers of financial instruments between valuation levels for the nine months ended September 30, 2025.

Other financial instruments, including accounts receivable, funds receivable, accounts payable and funds payable, are carried at cost, which approximates their fair value due to the short-term nature of these instruments.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Fair value measurement of derivative instruments

The majority of our derivative instruments are valued using pricing models that take into account the contract terms as well as multiple inputs where applicable, such as equity prices, interest rate yield curves, option volatility and currency rates.

The Adyen warrant, which was accounted for as a derivative instrument, was valued using a Black-Scholes model. Key assumptions used in the valuation included risk-free interest rates; Adyen’s common stock price, equity volatility and common stock outstanding; exercise price; and details specific to the warrant. The value was also probability adjusted for management’s assumptions with respect to vesting of the remaining tranches which were each subject to meeting processing volume milestone targets. In the fourth quarter of 2024, we met the processing volume milestone required to vest in the second tranche of the Adyen warrant. As of December 31, 2024, the probability of meeting the processing volume milestone requirements for the remaining two tranches of the Adyen warrant was zero. The Adyen warrant expired on January 31, 2025.

The following table presents a reconciliation of the opening to closing balance of the Adyen warrant measured using significant unobservable inputs (Level 3) as of the dates indicated (in millions):

December 31, 2024
Opening balance at January 1, 2024$364
Change in fair value158
Exercise of options under warrant(522)
Closing balance at December 31, 2024$—

Refer to “Note 6 — Derivative Instruments” for further details on our derivative instruments.

Fair value measurement of equity investments

Our equity investment in Adevinta was accounted for under the fair value option and classified within Level 1 in the fair value hierarchy as the fair value was measured based on Adevinta’s closing stock price and prevailing foreign exchange rate at each balance sheet date. In the second quarter of 2024, we sold our remaining stake in Adevinta.

Our equity investment in Gmarket was accounted for under the fair value option and classified within Level 3 in the fair value hierarchy as valuation of the investment reflected management’s estimate of assumptions that market participants would use in pricing the asset. In the fourth quarter of 2024, we sold our remaining stake in Gmarket.

The following table presents a reconciliation of the opening to closing balance of the equity investment in Gmarket measured using significant unobservable inputs (Level 3) as of the dates indicated (in millions):

December 31, 2024
Opening balance at January 1, 2024$335
Change in fair value(12)
Fair value of shares sold(323)
Closing balance at December 31, 2024$—

Certain other immaterial equity investments under the fair value option aggregating to $51 million as of September 30, 2025 and $54 million as of December 31, 2024 are measured at fair value using the net asset value per share and therefore, have not been classified in the fair value hierarchy.

Refer to “Note 5 — Investments” for further details about our equity investments.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 8 — Supplemental Consolidated Financial Information

Contract Balances

Timing of revenue recognition may differ from the timing of invoicing to customers. Accounts receivable represents amounts invoiced and revenue recognized prior to invoicing when we have satisfied our performance obligation and have the unconditional right to payment. The allowance for doubtful accounts and authorized credits is estimated based upon our assessment of various factors including historical experience, the age of the accounts receivable balances, current economic conditions reasonable and supportable forecasts, and other factors that may affect our customers’ ability to pay.

The following table presents allowance for doubtful accounts and authorized credits activity for the period indicated (in millions):

December 31, 2024Charged/Credited to Net IncomeCharges Utilized/Write-offsSeptember 30, 2025
Allowance for doubtful accounts$13$13$(17)$9
Allowance for authorized credits$24$3$—$27

Deferred revenue consists of fees received related to unsatisfied performance obligations at the end of the period. Due to the generally short-term duration of contracts, the majority of the performance obligations are satisfied in the following reporting period. The amount of revenue recognized for the nine months ended September 30, 2025 that was included in the deferred revenue balance at the beginning of the period was $28 million. The amount of revenue recognized for the nine months ended September 30, 2024 that was included in the deferred revenue balance at the beginning of the period was $31 million.

Customer accounts and funds receivable

September 30, 2025December 31, 2024
(In millions)
Customer accounts$947$763
Funds receivable315199
Customer accounts and funds receivable$1,262$962

Other current assets

September 30, 2025December 31, 2024
(In millions)
Restricted cash$142$88
Income and other tax receivable140115
Prepaid expenses124136
Accounts receivable, net122108
Short-term derivative assets2068
Other205200
Other current assets$753$715

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Accrued expenses and other current liabilities

September 30, 2025December 31, 2024
(In millions)
Accrued compensation and related benefits$581$498
Accrued indirect tax expense494515
Accrued marketing expenses258222
Operating lease liabilities118118
Transaction loss reserve84118
Accrued general and administrative expenses8368
Accrued interest expense6945
Deferred revenue4132
Other current tax liabilities—173
Other509395
Accrued expenses and other current liabilities$2,237$2,184

Gain (loss) on equity investments and warrant, net

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
(In millions)
Unrealized change in fair value of equity investment in Adevinta$—$—$—$(234)
Realized change in fair value of shares sold in Adevinta———78
Unrealized change in fair value of equity investment in Gmarket—16—(12)
Change in fair value of warrants21452120
Change in fair value of Aurelia option—35—(74)
Gain (loss) on other investments(12)3(18)2
Total gain (loss) on equity investments and warrant, net$(10)$199$(16)$(120)

Interest income and other, net

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
(In millions)
Interest income$65$72$206$196
Foreign exchange and other4(6)34
Total interest income and other, net$69$66$209$200

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 9 — Debt

The following table summarizes the carrying value of our outstanding debt as of the dates indicated (in millions, except percentages):

Coupon RateSeptember 30, 2025Effective Interest RateDecember 31, 2024Effective Interest Rate
Long-Term Debt
Senior Notes:
Senior notes due 20251.900%$——%$8001.803%
Senior notes due 20255.900%4256.036%4256.036%
Senior notes due 20261.400%7501.252%7501.252%
Senior notes due 20273.600%8503.689%8503.689%
Senior notes due 20275.950%3006.064%3006.064%
Senior notes due 20302.700%9502.623%9502.623%
Senior notes due 20312.600%7502.186%7502.186%
Senior notes due 20326.300%4256.371%4256.371%
Senior notes due 20424.000%7504.114%7504.114%
Senior notes due 20513.650%1,0002.517%1,0002.517%
Total senior notes6,2007,000
Unamortized discount and debt issuance costs(22)(23)
Less: Current portion of long-term debt(1,175)(1,225)
Total long-term debt5,0035,752
Short-Term Debt
Current portion of long-term debt1,1751,225
Commercial paper575450
Unamortized discount and debt issuance costs(2)(2)
Total short-term debt1,7481,673
Total Debt$6,751$7,425

Senior Notes

On October 22, 2025, we redeemed the $425 million aggregate principal amount of our previously outstanding 5.900% senior notes due in November 2025. Total cash consideration paid was $425 million, as the redemption price was equal to 100% of the principal amount. In addition, we paid accrued and unpaid interest on the principal amount.

In March 2025, we repaid the $800 million aggregate principal amount of our previously outstanding 1.900% senior notes due 2025 on the date of maturity. Cash paid related to the repayment was classified as a financing activity in our condensed consolidated statement of cash flows.

In August 2024, we repaid the $750 million aggregate principal amount of our previously outstanding 3.450% senior notes on the date of maturity.

We may redeem some or all of the notes of each series at any time and from time to time prior to their maturity, generally at a make-whole redemption price, plus accrued and unpaid interest.

If a change of control triggering event (as defined in the applicable series of notes) occurs with respect to the 1.400% notes due 2026, the 3.600% notes due 2027, the 5.950% notes due 2027, the 2.700% notes due 2030, the 2.600% notes due 2031, the 6.300% notes due 2032, the 4.000% notes due 2042, or the 3.650% notes due 2051, we must, subject to certain exceptions, offer to repurchase all of the notes of the applicable series at a price equal to 101% of the principal amount, plus accrued and unpaid interest.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The indenture pursuant to which the senior notes were issued includes customary covenants that, among other things and subject to exceptions, limit our ability to incur, assume or guarantee debt secured by liens on specified assets or enter into sale and lease-back transactions with respect to specified properties, and also includes customary events of default with customary grace periods in certain circumstances, including payment defaults and bankruptcy-related defaults.

The effective interest rates for our senior notes include the interest payable, the amortization of debt issuance costs and the amortization of any original issue discount and premium on these senior notes. Interest on these senior notes is payable either quarterly or semiannually. Interest expense associated with these senior notes, including amortization of debt issuance costs, was $55 million and $167 million for the three and nine months ended September 30, 2025, respectively, compared to $60 million and $189 million, respectively, during the same periods in 2024. As of September 30, 2025 and December 31, 2024, the estimated fair value of these senior notes, using Level 2 inputs, was $5.7 billion and $6.3 billion, respectively.

Commercial Paper

We have a commercial paper program pursuant to which we may issue commercial paper notes in an aggregate principal amount at maturity of up to $1.5 billion outstanding at any time with maturities of up to 397 days from the date of issue. During the nine months ended September 30, 2025, we repaid the $1.5 billion aggregate principal amount of the previously outstanding commercial paper notes on the dates of maturity and issued $1.6 billion aggregate principal amount of commercial paper notes, of which $1.2 billion aggregate principal amount had original maturities 90 days or less and $0.4 billion aggregate principal amount had original maturities greater than 90 days. Commercial paper is carried at amortized cost, which approximates its fair value due to the short-term nature of these instruments. As of September 30, 2025, we had $575 million aggregate principal amount of commercial paper notes outstanding with a weighted average interest rate of 4.52% per annum and a weighted average remaining term of 18 days. As of December 31, 2024, we had $450 million aggregate principal amount of commercial paper notes outstanding. Cash proceeds related to the issuance of commercial paper and cash used to repay commercial paper were classified as financing activities in our condensed consolidated statement of cash flows.

Credit Agreement

We have a credit agreement maturing in January 2029 that provides for an unsecured $2.0 billion five-year revolving credit facility. We may also, subject to the agreement of the applicable lenders, increase the commitments under the revolving credit facility by up to $1.0 billion. Funds borrowed under the credit agreement may be used for working capital, capital expenditures, acquisitions and other general corporate purposes and bear interest at either (i) a customary forward-looking term rate based on the secured overnight financing rate published by CME Group for the relevant interest period plus an adjustment of 0.1% or (ii) a customary base rate formula, plus a margin (based on our public debt ratings) ranging from 0% to 0.375%.

As of September 30, 2025, no borrowings were outstanding under our $2.0 billion credit agreement. However, as described above, we have an up to $1.5 billion commercial paper program and are required to maintain available borrowing capacity under our credit agreement in order to repay commercial paper borrowings in the event we are unable to repay those borrowings from other sources when they become due, in an aggregate amount of $1.5 billion. As of September 30, 2025, we had $575 million aggregate principal amount of commercial paper notes outstanding; therefore, $1.4 billion of borrowing capacity was available for other purposes permitted by the credit agreement, subject to customary conditions to borrowing. The credit agreement includes a covenant limiting our consolidated leverage ratio to no more than 4.0:1.0, subject to, upon the occurrence of a qualified material acquisition, if so elected by us, a step-up to 4.5:1.0 for the four fiscal quarters completed following such qualified material acquisition. The credit agreement includes customary events of default, with corresponding grace periods in certain circumstances, including payment defaults, cross-defaults and bankruptcy-related defaults. In addition, the credit agreement contains customary affirmative and negative covenants, including restrictions regarding the incurrence of liens and subsidiary indebtedness, in each case, subject to customary exceptions. The credit agreement also contains customary representations and warranties.

eBay Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

We were in compliance with all financial covenants in our outstanding debt instruments for the nine months ended September 30, 2025.

eBay Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 10 — Commitments and Contingencies

Off-Balance Sheet Arrangements

As of September 30, 2025, we had no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our consolidated financial condition, results of operations, liquidity, capital expenditures or capital resources.

Litigation and Other Legal Matters

We are involved in legal and regulatory proceedings on an ongoing basis. If we believe that a loss arising from such matters is probable and can be reasonably estimated, we accrue the estimated liability in our financial statements. If only a range of estimated losses can be determined, we accrue an amount within the range that, in our judgment, reflects the most likely outcome; if none of the estimates within that range is a better estimate than any other amount, we accrue the low end of the range. For those proceedings in which an unfavorable outcome is reasonably possible but not probable, we have disclosed an estimate of the reasonably possible loss or range of losses or we have concluded that an estimate of the reasonably possible loss or range of losses arising directly from the proceeding (i.e., monetary damages or amounts paid in judgment or settlement) is not material. If we cannot estimate the probable or reasonably possible loss or range of losses arising from a proceeding, we have disclosed that fact. In assessing the materiality of a proceeding, we evaluate, among other factors, the amount of monetary damages claimed, as well as the potential impact of non-monetary remedies sought by plaintiffs (e.g., injunctive relief) that may require us to change our business practices in a manner that could have a material adverse impact on our business. Legal fees are expensed as incurred.

On January 31, 2024, the Drug Enforcement Administration, U.S. Department of Justice (the “DOJ”) and the Company entered into a settlement agreement (the “DEA Settlement Agreement”), which fully resolved DOJ’s allegations of noncompliance arising under the Controlled Substances Act. Pursuant to the DEA Settlement Agreement, the Company paid $59 million and agreed to implement enhanced processes regarding its monitoring and reporting of listings that violate the Company’s policies.

In January 2024, the Company also entered into a deferred prosecution agreement (the “DPA”) with the United States Attorney for the District of Massachusetts (the “U.S. Attorney”) regarding potential criminal liability of the Company arising from the stalking and harassment in 2019 of the editor and publisher of Ecommercebytes, a website that publishes ecommerce news and information. Six former Company employees and one former contractor have pleaded guilty to crimes arising from the conduct. Pursuant to the terms of the DPA, the U.S. Attorney filed a six-count criminal information in the United States District Court for the District of Massachusetts in January 2024 and agreed to defer any prosecution of the Company on those counts. Additionally, during the three-year term of the DPA, the Company is subject to an independent compliance monitor to assess its compliance program and, where appropriate, to modify that program. If the Company successfully meets its obligations under the DPA, after three years, the DPA will expire, and the U.S. Attorney has agreed to dismiss the criminal information against the Company. The editor and publisher also have a pending civil action against the Company arising from the above-described conduct.

On September 27, 2023, the DOJ, on behalf of the Environmental Protection Agency (collectively, the “Government”), filed a civil complaint in the United States District Court for the Eastern District of New York (the “District Court”) alleging that we are liable for the sale of regulated or illicit products manufactured and sold by third parties who listed such products on the Marketplace platforms in a manner that evaded and/or was designed to evade detection in violation of the Clean Air Act, Federal Insecticide, Fungicide, and Rodenticide Act and the Toxic Substances Control Act. On September 30, 2024, the District Court issued an order dismissing the Government’s claims in their entirety. During the third quarter of 2024, we released amounts previously accrued for estimated losses in connection with the Government’s claims, for which we previously believed a loss was probable. On November 26, 2024, the Government filed a Notice of Appeal with the United States Court of Appeals for the Second Circuit (the “Second Circuit”), seeking review of the District Court’s decision. On April 24, 2025, the Government filed a motion to voluntarily dismiss its appeal of the District Court’s decision. On April 25, 2025, the Second Circuit granted the Government’s motion, and the appeal was dismissed.

eBay Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Amounts accrued for legal and regulatory proceedings were not material as of September 30, 2025 and December 31, 2024. We have concluded, based on currently available information, that reasonably possible losses arising directly from the proceedings (i.e., monetary damages or amounts paid in judgment or settlement) in excess of our recognized accruals are also not material. However, legal and regulatory proceedings are inherently unpredictable and subject to uncertainties. If one or more matters were resolved against us in a reporting period for amounts in excess of management’s expectations, the impact on our operating results or financial condition for that reporting period could be material.

Indemnification Provisions

We entered into a separation and distribution agreement and various other agreements with PayPal to govern the separation and relationship of the two companies. These agreements provide for specific indemnity and liability obligations and could lead to disputes between us and PayPal, which may be significant. In addition, the indemnity rights we have against PayPal under the agreements may not be sufficient to protect us and our indemnity obligations to PayPal may be significant.

In addition, we have entered into indemnification agreements with each of our directors and executive officers and with certain other officers. These agreements require us to indemnify such individuals, to the fullest extent permitted by Delaware law, for certain liabilities to which they may become subject as a result of their affiliation with us.

In the ordinary course of business, we have included limited indemnification provisions in certain of our agreements with parties with which we have commercial relations, including our standard marketing, promotions and application programming interface license agreements. Under these contracts, we may indemnify, hold harmless and agree to reimburse the indemnified party for losses suffered or incurred by the indemnified party in connection with claims by a third party with respect to intellectual property infringement, including to our trademarks, logos and proprietary software, and other branding elements, such as domain names, to the extent that such are applicable to our performance under the subject agreement. In certain cases, we have agreed to provide indemnification for gross negligence, willful misconduct, fraud and breach of representations, warranties and applicable law. It is not possible to determine the maximum potential loss under these indemnification provisions due to our limited history of prior indemnification claims and the unique facts and circumstances involved in each particular provision. To date, losses recognized in our condensed consolidated statement of income in connection with our indemnification provisions have not been material, either individually or collectively.

eBay Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 11 — Stockholders’ Equity

Stock Repurchase Program

Our stock repurchase programs are intended to programmatically offset the impact of dilution from our equity compensation programs and, subject to market conditions and other factors, to make opportunistic and programmatic repurchases of our common stock to reduce our outstanding share count and return value to stockholders. Any share repurchases under our stock repurchase programs may be made through open market transactions, block trades, privately negotiated transactions (including accelerated share repurchase transactions) or other means at times and in such amounts as management deems appropriate and will be funded from our working capital or other financing alternatives. Our stock repurchase programs may be limited or terminated at any time without prior notice. The timing and actual number of shares repurchased will depend on a variety of factors, including corporate and regulatory requirements, price and other market conditions and management’s determination as to the appropriate use of our cash.

The following table summarizes stock repurchase activity under our stock repurchase programs for the period indicated (in millions, except per share amounts):

Shares Repurchased (1)Average Price per Share (2)Value of Shares Repurchased (2)Remaining Amount Authorized
Balance as of January 1, 2025$3,298
Repurchase of shares of common stock25$74.03$1,875(1,875)
Balance as of September 30, 2025$1,423

(1)These repurchased shares of common stock were recognized as treasury stock and were accounted for under the cost method. None of the repurchased shares of common stock have been retired.

(2)Excludes broker commissions and excise tax accruals.

Dividends

During the three and nine months ended September 30, 2025, we paid a total of $132 million and $400 million, respectively, in cash dividends compared to $131 million and $405 million, respectively, paid during the same periods in 2024. In October 2025, our Audit Committee, pursuant to delegated authority from our Board of Directors, declared a cash dividend of $0.29 per share of common stock to be paid on December 12, 2025 to stockholders of record as of November 28, 2025.

eBay Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 12 — Employee Benefit Plans

Restricted Stock Unit Activity

The following table presents restricted stock unit (“RSU”) activity under our equity incentive plans for the period indicated (in millions):

Units
Outstanding as of January 1, 202521
Awarded11
Vested(8)
Forfeited(2)
Outstanding as of September 30, 202522

The weighted average grant date fair value for RSUs awarded for the nine months ended September 30, 2025 was $68.71 per share.

Stock-Based Compensation Expense

The following table presents the impact on our results of continuing operations of recording stock-based compensation expense for the periods indicated (in millions):

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Cost of net revenues$15$13$42$40
Sales and marketing21226570
Product development6970216211
General and administrative4241125125
Total stock-based compensation expense$147$146$448$446
Capitalized product development$5$5$15$15

eBay Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 13 — Income Taxes

We are subject to both direct and indirect taxation in the United States and various states and foreign jurisdictions. We are under examination by certain tax authorities for the 2010 to 2023 tax years. We believe that adequate amounts have been reserved for any adjustments that may ultimately result from these or other examinations. The material jurisdictions where we are subject to potential examination by tax authorities for tax years after 2009 include, among others, the United States (at the federal level and in the State of California), Germany, India, Israel, Switzerland and the United Kingdom.

The timing of the resolution and/or closure of audits is highly uncertain. Given the number of years remaining subject to examination and the number of matters being examined, we are unable to estimate the full range of possible adjustments to the balance of gross unrecognized tax benefits. We do not expect the gross amount of unrecognized tax benefits to significantly change within the next 12 months.

We have recognized the tax consequences of all foreign unremitted earnings and management has no specific plans to indefinitely reinvest the unremitted earnings of our foreign subsidiaries as of the balance sheet date. In the second quarter of 2025, we made the final payment of $292 million related to the repatriation of foreign earnings previously included in “Income taxes payable” in our condensed consolidated balance sheet as of December 31, 2024. We have not provided for deferred taxes on outside basis differences in our investments in our foreign subsidiaries that are unrelated to unremitted earnings. These basis differences will be indefinitely reinvested. A determination of the unrecognized deferred taxes related to these other components of our outside basis difference is not practicable.

On July 4, 2025, the United States enacted the One Big Beautiful Bill Act. Included in this legislation are provisions that allow for the immediate expensing of domestic research and development and certain capital expenditures, as well as other changes related to the taxation of profits derived from foreign operations. We recorded a discrete net tax benefit in the third quarter of 2025 related to the effects of this Act.

eBay Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 14 — Accumulated Other Comprehensive Income

The following tables summarize the changes in AOCI for the periods indicated (in millions):

Unrealized Gains (Losses) on Derivative InstrumentsUnrealized Gains on InvestmentsForeign Currency TranslationEstimated Tax (Expense) BenefitTotal
Balance as of June 30, 2025$(39)$11$194$29$195
Other comprehensive income (loss) before reclassifications65(9)(2)—
Less: Amount of gain (loss) reclassified from AOCI(22)——5(17)
Net current period other comprehensive income (loss)285(9)(7)17
Balance as of September 30, 2025$(11)$16$185$22$212
Unrealized Gains (Losses) on Derivative InstrumentsUnrealized Gains (Losses) on InvestmentsForeign Currency TranslationEstimated Tax (Expense) BenefitTotal
Balance as of June 30, 2024$16$(31)$153$27$165
Other comprehensive income (loss) before reclassifications(39)3166260
Less: Amount of gain (loss) reclassified from AOCI(10)——3(7)
Net current period other comprehensive income (loss)(29)3166(1)67
Balance as of September 30, 2024$(13)$—$219$26$232
Unrealized Gains (Losses) on Derivative InstrumentsUnrealized Gains (Losses) on InvestmentsForeign Currency TranslationEstimated Tax BenefitTotal
Balance as of December 31, 2024$75$(7)$130$8$206
Other comprehensive income (loss) before reclassifications(102)235518(6)
Less: Amount of gain (loss) reclassified from AOCI(16)——4(12)
Net current period other comprehensive income (loss)(86)2355146
Balance as of September 30, 2025$(11)$16$185$22$212
Unrealized Losses on Derivative InstrumentsUnrealized Gains (Losses) on InvestmentsForeign Currency TranslationEstimated Tax (Expense) BenefitTotal
Balance as of December 31, 2023$(13)$(45)$206$37$185
Other comprehensive income (loss) before reclassifications(26)4513(4)28
Less: Amount of gain (loss) reclassified from AOCI(26)——7(19)
Net current period other comprehensive income (loss)—4513(11)47
Balance as of September 30, 2024$(13)$—$219$26$232

eBay Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following table summarizes the reclassifications out of AOCI for the periods indicated (in millions):

Details about AOCI ComponentsAffected Line Item in the Statement of IncomeAmount of Gain (Loss) Reclassified From AOCI
Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Gains (losses) on cash flow hedges:
Foreign exchange contractsNet revenues$(24)$(11)$(22)$(31)
Foreign exchange contractsCost of net revenues—(1)—(1)
Interest rate contractsInterest income and other, net2266
Income from continuing operations before income taxes(22)(10)(16)(26)
Income tax benefit (provision)5347
Total reclassifications for the periodNet income$(17)$(7)$(12)$(19)

eBay Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 15 — Restructuring

The following table summarizes restructuring reserve activity for the periods indicated (in millions):

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Accrued liability, beginning of period$5$27$10$102
Payments—(14)(5)(83)
Adjustments—(1)—(7)
Accrued liability, end of period$5$12$5$12

During the fourth quarter of 2023, management approved plans to drive operational improvement that included the reduction of workforce that resulted in a pre-tax charge of $99 million. The reduction was substantially completed in the second quarter of 2024.

For the three and nine months ended September 30, 2024, the adjustments to restructuring charges were recognized in “General and administrative” expenses in our condensed consolidated statement of income. There were no individually material restructuring plans during the three and nine months ended September 30, 2025.

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