eBay 10-Q 2026-03-31
Filed 2026-04-29. 8 sections, 199K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2026
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _______ to _______
Commission file number 001-37713

eBay Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 77-0430924 | |||||||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||
| 2025 Hamilton Avenue | ||||||||||||||
| San Jose | , | California | 95125 | |||||||||||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
(408) 376-9659
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of exchange on which registered | ||||||
| Common stock | EBAY | The Nasdaq Global Select Market | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||||||||||
| Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of April 24, 2026, there were 444 million shares of the registrant’s common stock, $0.001 par value, outstanding, which is the only class of common or voting stock of the registrant issued.
eBay Inc.
TABLE OF CONTENTS
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q 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, but not limited to, statements related to 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 fluctuations and volatility, income taxes, elevated interest rates, the impact of new 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 “ability,” “aim,” “anticipate,” “believe,” “commit,” “continue,” “could,” “design,” “develop,” “estimate,” “expect,” “forecast,” “future,” “goal,” “impact,” “intend,” “likely,” “maintain,” “may,” “ongoing,” “opportunity,” “outlook,” “plan,” “possible,” “potential,” “predict,” “probable,” “pursue,” “remain,” “seek,” “should,” “strategy,” “strive,” “target,” “value,” “will,” “would” and other similar expressions or variations. 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. Such risks and uncertainties include, among others:
*•*significant variation in our operating and financial results, including GMV and net revenues;
*•*our ability to compete in the markets in which we participate;
*•*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;
*•*our ability to operate internationally and generate revenue from our international operations and our exposure to costs and risks in connection therewith;
*•*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;
*•*operation of and ongoing investment into our payments and financial services offerings;
*•*the risk of fraud on our platforms;
*•*the impact of any cyberattacks or data security breaches;
*•*our ability to attract, retain and develop our senior managers and other key employees;
*•*our and our customers’ dependence on third-party providers, some of which are our competitors;
*•*the impact of our acquisitions, dispositions, joint ventures, strategic partnerships and strategic investments;
*•*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, cybersecurity and AI;
*•*the risks associated with third party allegations relating to intellectual property rights;
*•*current and potential litigation and regulatory and government inquiries, investigations and litigation involving us;
*•*the impact of evolving sales and other tax regimes in various jurisdictions;
*•*our ability to protect or enforce our 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;
*•*our ability to generate sufficient cash flow to service our indebtedness and to comply with financial covenants in our outstanding debt instruments; and
*•*the risk that our stock repurchases may not be effected or may not achieve the desired objectives.
A more complete description of these risks and uncertainties is included in “Part I — Item 1A: Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”), as well as in our condensed consolidated financial statements, related notes, and the other information appearing elsewhere in this report and our other filings with the Securities and Exchange Commission (“SEC”). The
information in this Form 10-Q is based upon the events and circumstances known as of the date of this Form 10-Q, and any forward-looking statements in this Form 10-Q speak only as of the date of this Form 10-Q. We do not intend, and undertake no obligation, to update any of our forward-looking statements after the date of this report to reflect actual results or future events or circumstances. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.
WEBSITE DISCLOSURES
We use our Investor Relations website (investors.ebayinc.com) to announce material non-public information to the public and to comply with our disclosure obligations under Regulation Fair Disclosure (“Reg FD”). Our SEC filings, press releases and recent public conference calls and webcasts can also be found on this website. The information we post on this website could be deemed to be material information under Reg FD. We also use our corporate website (ebayinc.com) to communicate with the public about our Company, our services and other matters. We encourage investors and others interested in our Company to review the information we post on these websites. Information contained in or accessible through these websites is not a part of this Quarterly Report on Form 10-Q.
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
Index
eBay Inc.
CONDENSED CONSOLIDATED BALANCE SHEET
| March 31, 2026 | December 31, 2025 | ||||||||||
| (In millions, except par value) | |||||||||||
| (Unaudited) | |||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 2,894 | $ | 1,867 | |||||||
| Short-term investments | 966 | 1,052 | |||||||||
| Customer accounts and funds receivable | 1,490 | 1,280 | |||||||||
| Other current assets | 909 | 887 | |||||||||
| Total current assets | 6,259 | 5,086 | |||||||||
| Long-term investments | 2,010 | 2,767 | |||||||||
| Property and equipment, net | 1,198 | 1,165 | |||||||||
| Goodwill | 4,463 | 4,467 | |||||||||
| Operating lease right-of-use assets | 446 | 428 | |||||||||
| Deferred tax assets | 2,949 | 2,959 | |||||||||
| Other assets | 568 | 565 | |||||||||
| Total assets | $ | 17,893 | $ | 17,437 | |||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Short-term debt | $ | 750 | $ | 750 | |||||||
| Accounts payable | 311 | 242 | |||||||||
| Customer accounts and funds payable | 1,491 | 1,280 | |||||||||
| Accrued expenses and other current liabilities | 2,457 | 2,257 | |||||||||
| Income taxes payable | 125 | 108 | |||||||||
| Total current liabilities | 5,134 | 4,637 | |||||||||
| Operating lease liabilities | 332 | 315 | |||||||||
| Deferred tax liabilities | 1,438 | 1,431 | |||||||||
| Long-term debt | 5,994 | 5,996 | |||||||||
| Other liabilities | 583 | 575 | |||||||||
| Total liabilities | 13,481 | 12,954 | |||||||||
| Commitments and Contingencies (Note 10) | |||||||||||
| Stockholders’ equity: | |||||||||||
| Common stock, $0.001 par value; 3,580 shares authorized; 446 and 449 shares outstanding | 2 | 2 | |||||||||
| Additional paid-in capital | 18,844 | 18,785 | |||||||||
| Treasury stock at cost, 1,313 and 1,307 shares | (54,310) | (53,807) | |||||||||
| Retained earnings | 39,665 | 39,296 | |||||||||
| Accumulated other comprehensive income | 211 | 207 | |||||||||
| Total stockholders’ equity | 4,412 | 4,483 | |||||||||
| Total liabilities and stockholders’ equity | $ | 17,893 | $ | 17,437 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
eBay Inc.
CONDENSED CONSOLIDATED STATEMENT OF INCOME
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| (In millions, except per share amounts) | |||||||||||||||||||||||
| (Unaudited) | |||||||||||||||||||||||
| Net revenues | $ | 3,089 | $ | 2,585 | |||||||||||||||||||
| Cost of net revenues | 802 | 697 | |||||||||||||||||||||
| Gross profit | 2,287 | 1,888 | |||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Sales and marketing | 673 | 536 | |||||||||||||||||||||
| Product development | 450 | 393 | |||||||||||||||||||||
| General and administr |
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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following Management’s Discussion and Analysis of Financial Condition and Results of Operations in conjunction with “Forward-Looking Statement” and the condensed consolidated financial statements and the related notes included in this report, and “Risk Factors” in Part I, Item 1A of the 2025 Form 10-K. This section of this Form 10-Q generally discusses items relating to the three-month periods ended March 31, 2026 and 2025 and comparisons between the respective periods.
OVERVIEW
Unless otherwise expressly stated or the context otherwise requires, when we refer to “we,” “our,” “us,” “eBay” or the “Company” in this Quarterly Report on Form 10-Q, we mean eBay Inc. and its consolidated subsidiaries.
Business
eBay Inc. is a global commerce leader that connects people and builds communities to create economic opportunity for all. Our technology empowers millions of buyers and sellers in more than 190 markets around the world, providing everyone the opportunity to grow and thrive. Our Marketplace platforms, including our online marketplace located at www.ebay.com and its localized counterparts, our off-platform marketplaces and our suite of mobile apps, together, create one of the world's largest and most vibrant marketplaces for discovering great value and a unique selection.
As a global commerce leader and third-party marketplace, our technologies and services are designed to provide buyers choice and a breadth of relevant inventory from around the globe and to enable sellers’ access to eBay’s 136 million buyers worldwide. Our business model is designed such that we are successful when our sellers are successful. We earn revenue primarily through fees collected on paid transactions, first-party advertising and shipping.
eBay’s strategy is centered on reinventing the future of ecommerce for enthusiasts by delivering trusted, engaging shopping experiences for our customers. Our approach leverages our 30+ years of global commerce expertise and data with advanced technology, including the use of artificial intelligence (“AI”), to enhance the marketplace experience, reduce transactional friction and drive operational efficiency. Our Marketplace platforms enable buyers and sellers to benefit from our global scale and continued investments in technology, marketing and customer service. We provide a comprehensive suite of features and services designed to enhance the overall customer experience, leveraging innovation and trust-based programs to simplify commerce, improve efficiency and strengthen engagement and consumer confidence across our global marketplaces.
FX-Neutral Presentation
In addition to presenting net revenues in accordance with U.S. generally accepted accounting principles (“GAAP”), we also present foreign exchange neutral (“FX-Neutral”) net revenues to supplement our results of operations presented in accordance with GAAP and to enhance investors’ understanding of our global business performance by excluding the positive or negative year-over-year impact of foreign currency movements on reported net revenues. We define FX-Neutral net revenues as GAAP net revenues minus the exchange rate effect, which we calculate by applying prior period foreign currency exchange rates to current year transactional currency amounts, excluding hedging activity. We believe presenting FX-Neutral net revenues provides useful information to both management and investors by isolating the effects of foreign currency exchange rate fluctuations that may not be indicative of our core operating results. In addition, as we have historically reported certain FX-Neutral results to investors, we believe that continuing to include these FX-Neutral measures provides consistency in our financial reporting. FX-Neutral net revenues are non-GAAP financial measures that are not based on any comprehensive set of accounting rules or principles and may be calculated differently than other “FX-Neutral,” “constant currency,” or similarly titled measures used by other companies. FX-Neutral net revenues are not presented as an alternative to GAAP net revenues and should only be used to evaluate our results of operations in conjunction with GAAP net revenues.
Quarter Highlights
Net revenues increased 19% to $3,089 million for the three months ended March 31, 2026 compared to $2,585 million during the same period in 2025.
Operating margin decreased to 19.8% for the three months ended March 31, 2026 compared to 23.6% during the same period in 2025.
We generated cash flow from continuing operating activities of $970 million for the three months ended March 31, 2026 compared to $755 million in the same period in 2025.
We repurchased $500 million of common stock and paid $139 million in cash dividends during the three months ended March 31, 2026.
We received a $194 million cash distribution related to our equity investment in Aurelia during the three months ended March 31, 2026.
In February 2026, our Audit Committee authorized an incremental $2.0 billion under our stock repurchase program.
In February 2026, we entered into a definitive agreement to acquire Depop, Inc., a leading C2C fashion marketplace, for approximately $1.2 billion in cash, subject to certain purchase price adjustments. The transaction is currently expected to close by the end of the third quarter of 2026, subject to the satisfaction of certain closing conditions and receipt of required regulatory approvals.
In April 2026, our Audit Committee declared a quarterly cash dividend of $0.31 per share of common stock to be paid on June 12, 2026 to stockholders of record as of May 29, 2026.
RESULTS OF OPERATIONS
We have one reportable segment, which reflects how our chief operating decision maker, our President and Chief Executive Officer, reviews and assesses performance of the business. This reportable segment includes our online marketplace located at www.ebay.com and its localized counterparts, our off-platform marketplaces, and our suite of mobile apps. The accounting policies of this segment are the same as those described in “Note 1 — The Company and Summary of Significant Accounting Policies” in our condensed consolidated financial statements included elsewhere in this report.
Net Revenues
We generate revenues from the following activities:
Marketplace revenues primarily consist of commissions related to the connection service including final value fees, listing fees, feature fees, and foreign exchange fees. Marketplace revenues also include store subscription fees, shipping fees, and certain other fees. Marketplace revenues are reduced by customer incentive programs, including discounts, coupons, and rewards.
Advertising revenues primarily consist of fees charged to sellers to promote their listings on our Marketplace platforms, as well as third-party advertising fees.
The following table presents net revenues for the periods indicated (in millions, except percentages):
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | % Change | |||||||||||||||||||||||||||||||||
| Marketplace revenues | $ | 2,508 | $ | 2,143 | 17 | % | |||||||||||||||||||||||||||||
| Advertising revenues | 581 | 442 | 31 | % | |||||||||||||||||||||||||||||||
| Net revenues | $ | 3,089 | $ | 2,585 | 19 | % |
Seasonality
We expect volume on our Marketplace platforms to trend with general consumer buying patterns. Seasonal trends in net revenues have been, and we expect in the future will be, influenced by macroeconomic conditions, including tariffs and global trade policies, foreign exchange rate fluctuations, as well as new and updated products and initiatives by us and our competitors. The following table presents our total net revenues and the sequential quarterly movements of these net revenues for the periods indicated (in millions, except percentages):
| Quarter Ended | |||||||||||||||||||||||
| March 31 | June 30 | September 30 | December 31 | ||||||||||||||||||||
| 2024 | |||||||||||||||||||||||
| Net revenues | $ | 2,556 | $ | 2,572 | $ | 2,576 | $ | 2,579 | |||||||||||||||
| % change from prior quarter | — | % | 1 | % | — | % | — | % | |||||||||||||||
| 2025 | |||||||||||||||||||||||
| Net revenues | $ | 2,585 | $ | 2,730 | $ | 2,820 | $ | 2,965 | |||||||||||||||
| % change from prior quarter | — | % | 6 | % | 3 | % | 5 | % | |||||||||||||||
| 2026 | |||||||||||||||||||||||
| Net revenues | $ | 3,089 | $ | — | $ | — | $ | — | |||||||||||||||
| % change from prior quarter | 4 | % |
Net Revenues by Geography
Revenues are attributed to the United States and international geographies primarily based upon the country in which the customer is located. The following table presents net revenues by geography for the periods indicated (in millions, except percentages):
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | % Change | |||||||||||||||||||||||||||||||||
| United States | $ | 1,733 | $ | 1,346 | 29 | % | |||||||||||||||||||||||||||||
| Percentage of net revenues | 56 | % | 52 | % | |||||||||||||||||||||||||||||||
| International | 1,356 | 1,239 | 9 | % | |||||||||||||||||||||||||||||||
| Percentage of net revenues | 44 | % | 48 | % | |||||||||||||||||||||||||||||||
| Net revenues (1) | $ | 3,089 | $ | 2,585 | 19 | % |
(1)Net revenues included $13 million of hedging losses for the three months ended March 31, 2026, compared to $8 million of hedging gains during the same period in 2025.
Our Marketplace platforms operate globally, resulting in certain revenues that are denominated in foreign currencies, primarily the British pound and euro. Year-over-year appreciation or depreciation of the U.S. dollar may have a material impact to our financial results; we have experienced and may continue to experience elevated foreign currency volatility in the future, including as a result of tariffs, global trade announcements, war and other uncertainties. Through our hedging programs, we actively monitor foreign currency volatility and attempt to mitigate significant movements. As shown in the table above, we generate approximately half of our net revenues internationally. Therefore, we are subject to the risks related to conducting business in foreign countries as discussed in “Part I — Item 1A: Risk Factors” of the 2025 Form 10-K.
Foreign currency movements relative to the U.S. dollar had a favorable impact of $78 million for the three months ended March 31, 2026 compared to an unfavorable impact of $21 million during the same period in 2025. The effect of foreign currency exchange rate movements for the three months ended March 31, 2026 compared to the same period in 2025 was primarily attributable to the weakening of the U.S. dollar against the euro and other major currencies.
Key Operating Metrics
GMV and take rate are significant factors that we believe affect our net revenues.
GMV consists of the total value of all paid transactions between users on our Marketplace platforms during the applicable period inclusive of shipping fees and taxes, without adjustment for returns or cancellations. We believe that GMV provides a useful measure of the overall volume of paid transactions that flow through our Marketplace platforms in a given period.
FX-Neutral GMV is defined as GMV minus the exchange rate effect, which we calculate by applying prior period foreign currency exchange rates to current year transactional currency amounts.
Take rate is defined as net revenues divided by GMV and represents net revenue as a percentage of overall volume on our Marketplace platforms. We believe that take rate provides a useful measure of our ability to monetize volume through services on our Marketplace platforms in a given period. We use take rate to identify key revenue drivers.
The following table presents net revenues and our key operating metrics of GMV and take rate for the periods indicated. The following table also presents a reconciliation of FX-Neutral net revenues and FX-Neutral GMV (each as defined above) to our reported net revenues and GMV for the periods indicated (in millions, except percentages):
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | % Change | |||||||||||||||||||||||||||||||||
| As Reported (1) | Exchange Rate Effect | FX-Neutral | As Reported | As Reported | FX-Neutral | ||||||||||||||||||||||||||||||
| Net revenues | $ | 3,089 | $ | 78 | $ | 3,011 | $ | 2,585 | 19 | % | 17 | % | |||||||||||||||||||||||
| GMV | $ | 22,197 | $ | 749 | $ | 21,448 | $ | 18,753 | 18 | % | 14 | % | |||||||||||||||||||||||
| Take rate | 13.91 | % | 13.78 | % | 0.13 | % |
(1)Net revenues included $13 million of hedging losses for the three months ended March 31, 2026, compared to $8 million of hedging gains during the same period in 2025.
Net revenues increased during the three months ended March 31, 2026 compared to the same period in 2025 primarily due to higher GMV, increased first party advertising penetration, and higher volume and favorable rates associated with our U.S. net shipping program. The increase in first party advertising revenue was driven by increased adoption and attribution changes that enhanced our ability to convert first-party ads, which increased monetization during the period.
The increase in GMV during the three months ended March 31, 2026 compared to the same period in 2025 was primarily driven by the continued execution of our strategic initiatives and improved U.S. consumer demand with growth improving sequentially across all our major categories. GMV growth across Focus Categories, C2C and Recommerce, which includes pre-owned and refurbished, outpaced the remainder of our Marketplace, with particularly strong performance in Collectibles, Motors Parts & Accessories, Fashion and Electronics. C2C growth outpaced B2C growth across the United States, United Kingdom and Germany. These increases were partially offset by continued challenging macroeconomic conditions across certain international markets.
Cost of Net Revenues
Cost of net revenues represents costs associated with customer support, site operations and payment processing. Significant components of these costs primarily consist of employee compensation (including stock-based compensation), contractor costs, facilities costs, depreciation of equipment and amortization expense, bank transaction fees, credit card interchange and assessment fees, authentication costs, shipping costs and indirect tax expenses. The following table presents cost of net revenues for the periods indicated (in millions, except percentages):
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | % Change | |||||||||||||||||||||||||||||||||
| Cost of net revenues (1)(2) | $ | 802 | $ | 697 | 15 | % | |||||||||||||||||||||||||||||
| Percentage of net revenues | 26 | % | 27 | % |
(1)Cost of net revenues were net of immaterial hedging activity for the three months ended March 31, 2026 and 2025, respectively.
(2)Foreign currency movements relative to the U.S. dollar had an unfavorable impact of $17 million on cost of net revenues for the three months ended March 31, 2026, compared to favorable impact of $5 million during the same period in 2025.
The increase in cost of net revenues for the three months ended March 31, 2026 compared to the same period in 2025 was primarily due to increases of $38 million driven by payment processing volume, $17 million due to the unfavorable impact of foreign currency movements, $16 million in cost of promoted listings products and $12 million in data center costs.
Operating Expenses
The following table presents operating expenses for the periods indicated (in millions, except percentages):
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | % Change | |||||||||||||||||||||||||||||||||
| Sales and marketing | $ | 673 | $ | 536 | 25 | % | |||||||||||||||||||||||||||||
| Percentage of net revenues | 22 | % | 21 | % | |||||||||||||||||||||||||||||||
| Product development | 450 | 393 | 15 | % | |||||||||||||||||||||||||||||||
| Percentage of net revenues | 15 | % | 15 | % | |||||||||||||||||||||||||||||||
| General and administrative | 410 | 261 | 57 | % | |||||||||||||||||||||||||||||||
| Percentage of net revenues | 13 | % | 10 | % | |||||||||||||||||||||||||||||||
| Transaction losses | 138 | 81 | 70 | % | |||||||||||||||||||||||||||||||
| Percentage of net revenues | 4 | % | 3 | % | |||||||||||||||||||||||||||||||
| Amortization of acquired intangible assets | 5 | 6 | (8) | % | |||||||||||||||||||||||||||||||
| Total operating expenses (1) | $ | 1,676 | $ | 1,277 | 31 | % |
(1)Foreign currency movements relative to the U.S. dollar had an unfavorable impact of $45 million on operating expenses for the three months ended March 31, 2026, compared to a favorable impact of $12 million during the same period in 2025.
Sales and Marketing
Sales and marketing expenses primarily consist of marketing program costs, employee compensation (including stock-based compensation), certain user coupons and rewards, contractor costs, facilities costs and depreciation on equipment. Marketing program costs represent promotional expenses incurred across various channels, such as paid search, affiliate marketing, display advertising, brand campaigns and buyer/seller communications.
The increase in sales and marketing expenses for the three months ended March 31, 2026 compared to the same period in 2025 was primarily due to increases of $89 million in marketing program costs, $27 million due to the unfavorable impact of foreign currency movements and $16 million in employee-related costs.
Product Development
Product development expenses primarily consist of employee compensation (including stock-based compensation), contractor costs, facilities costs and depreciation on equipment. Our top technology priorities include improving seller tools and buyer experiences across our Marketplace platforms powered by intelligent computing at scale.
The increase in product development expenses for the three months ended March 31, 2026 compared to the same period in 2025 was primarily due to an increase in employee-related costs.
General and Administrative
General and administrative expenses primarily consist of employee compensation (including stock-based compensation), contractor costs, facilities costs, depreciation of equipment, legal expenses, restructuring, insurance premiums and professional fees. Our legal expenses, including those related to various ongoing legal proceedings, may fluctuate substantially from period to period.
The increase in general and administrative expenses for the three months ended March 31, 2026 compared to the same period in 2025 was primarily due to $104 million of restructuring costs and executive bonuses and $35 million in employee-related costs.
Transaction Losses
Transaction losses consist primarily of losses resulting from our buyer protection programs, chargebacks for unauthorized credit card use, and merchant related chargebacks due to non-delivery of goods or services. We expect our transaction losses to fluctuate depending on many factors, including changes to our protection programs, macroeconomic conditions and volume.
The increase in transaction losses for the three months ended March 31, 2026 compared to the same period in 2025 was primarily due to $17 million from the ramping of new initiatives, $15 million from higher volume and rate fluctuations and $11 million from unfavorable fluctuations in buyer and seller fraud and recovery rates.
Gain (loss) on equity investments and warrants, net
Gain (loss) on equity investments and warrants, net primarily consists of gains and losses related to our various types of equity investments. Gain (loss) on equity investments and warrants, net were immaterial for the three months ended March 31, 2026 and 2025. Refer to “Note 5 — Investments” for further details about our equity investments.
Interest Expense, Interest Income and Other, Net
Interest expense primarily consists of interest charges on amounts borrowed, commitment fees on unborrowed amounts under our credit agreement and interest expense on our outstanding debt securities and commercial paper, as applicable. Interest income and other, net primarily consists of interest earned on cash, cash equivalents, investments and customer accounts, gains and losses on foreign exchange transactions and transaction costs of acquisitions. The following table presents interest expense and interest income and other, net for the periods indicated (in millions, except percentages):
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | % Change | |||||||||||||||||||||||||||||||||
| Interest expense | $ | (61) | $ | (61) | — | % | |||||||||||||||||||||||||||||
| Percentage of net revenues | (2) | % | (2) | % | |||||||||||||||||||||||||||||||
| Interest income | $ | 58 | $ | 77 | (25) | % | |||||||||||||||||||||||||||||
| Foreign exchange and other | 8 | 4 | ** | ||||||||||||||||||||||||||||||||
| Total interest income and other, net | $ | 66 | $ | 81 | (19) | % | |||||||||||||||||||||||||||||
| Percentage of net revenues | 2 | % | 3 | % |
** Percentage change not meaningful
Interest income decreased for the three months ended March 31, 2026 compared to the same period in 2025 primarily due to a lower average notional amount of fixed-income investments and lower yields.
Income Tax Provision
The following table presents provision for income taxes and the effective tax rate for the periods indicated (in millions, except percentages):
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Income tax provision | $ | (106) | $ | (128) | |||||||||||||||||||
| Effective tax rate | 17.1 | % | 20.4 | % |
The decrease in our effective tax rate for the three months ended March 31, 2026 compared to the same periods in 2025 was primarily due to an increase in excess tax benefits on stock-based compensation.
We are regularly under examination by tax authorities both domestically and internationally. We believe that adequate amounts have been reserved for any adjustments that may ultimately result from these examinations, although there are inherent uncertainties in these examinations.
Liquidity and Capital Resources
Cash Flows
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| (In millions) | |||||||||||
| Net cash provided by (used in): | |||||||||||
| Continuing operating activities | $ | 970 | $ | 755 | |||||||
| Continuing investing activities | 783 | 1,344 | |||||||||
| Continuing financing activities | (561) | (1,248) | |||||||||
| Effect of exchange rates on cash, cash equivalents and restricted cash | (12) | 19 | |||||||||
| Net decrease in cash, cash equivalents and restricted cash - discontinued operations | (1) | — | |||||||||
| Net increase in cash, cash equivalents and restricted cash | $ | 1,179 | $ | 870 |
Continuing Operating Activities
Our operating cash flows are largely dependent on the amount of revenue generated on our Marketplace platforms, offset by cash payments for marketing programs, employee-related costs, payment processing and taxes.
Cash provided by continuing operating activities increased for the three months ended March 31, 2026 compared to the same period in 2025 primarily due to an increase in net revenues and other working capital movements.
Continuing Investing Activities
Cash provided by continuing investing activities of $783 million for the three months ended March 31, 2026 was primarily attributable to proceeds of $684 million from the sale of investments, $352 million from the maturities of investments and $194 million from shareholder distributions from equity investments, partially offset by cash paid for investments of $364 million and property and equipment of $72 million.
Cash provided by continuing investing activities of $1.3 billion for the three months ended March 31, 2025 was primarily attributable to proceeds of $4.6 billion from the maturities of investments, partially offset by cash paid for investments of $3.0 billion and property and equipment of $111 million.
Continuing Financing Activities
Cash used in continuing financing activities of $561 million for the three months ended March 31, 2026 was primarily attributable to the $486 million paid to repurchase common stock and $139 million paid in cash dividends.
Cash used in continuing financing activities of $1.2 billion for the three months ended March 31, 2025 was primarily attributable to the repayment of the $800 million aggregate principal amount of our previously outstanding 1.900% senior notes due 2025, $615 million paid to repurchase common stock, the $441 million repayment of commercial paper, and $134 million paid in cash dividends, partially offset by proceeds of $568 million from the issuance of commercial paper.
The negative effect of exchange rate movements on cash, cash equivalents and restricted cash for the three months ended March 31, 2026 compared to the 2025 was due to the strengthening of the U.S. dollar against other currencies.
Liquidity and Capital Resource Requirements
As of March 31, 2026 and December 31, 2025, we had assets classified as cash and cash equivalents as well as short-term and long-term non-equity investments, in an aggregate amount of $5.1 billion and $4.8 billion, respectively. These amounts do not include cash held on behalf of customers related to marketplace activity of $1.2 billion and $1.0 billion, respectively, which are recognized separately within “Customer accounts and funds receivable” with a corresponding liability within “Customer accounts and funds payable” on our condensed consolidated balance sheet. These amounts also do not include restricted cash related to safeguarding customer funds, our global sabbatical program, and other compensation arrangements held in escrow totaling $154 million and $171 million, respectively. We believe these assets, together with cash expected to be generated from operations, borrowings available under our credit agreement and commercial paper program, and our access to capital markets, will be sufficient to satisfy our material cash requirements over the next 12 months and for the foreseeable future.
Geopolitical events, inflationary pressure, foreign exchange rate volatility, elevated interest rates, and changes in and uncertainty regarding global tariffs and trade policies have caused material disruptions in both the United States and international financial markets and economies and the duration of these disruptions remains uncertain. The impact of these events has increased, and may continue to increase, our borrowing costs and other costs of capital and otherwise adversely affect our business, results of operations, financial condition and liquidity. The future impact of these events cannot be predicted with certainty and we cannot provide assurance that we will have access to external financing at times and on terms we consider acceptable, or at all, or that we will not experience other liquidity issues going forward.
We have certain fixed contractual obligations and commitments that include future estimated payments for general operating purposes. Changes in our business needs, contractual cancellation provisions, fluctuating interest rates, and other factors may result in actual payments differing from the estimates. We cannot provide certainty regarding the timing and amounts of these payments. The following sections summarize our fixed contractual obligations and commitments and other material cash requirements.
Senior Notes
In November 2025, we issued $1.0 billion aggregate principal amount of senior notes, which consisted of $600 million aggregate principal amount of 4.250% fixed rate notes due 2029 and $400 million aggregate principal amount of 5.125% fixed rate notes due 2035.
In October 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.
As of March 31, 2026, we had fixed-rate senior notes outstanding with an aggregate principal amount of $6.8 billion, with $750 million aggregate principal amount payable within 12 months.
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. Commercial paper is carried at amortized cost, which approximates its fair value due to the short-term nature of these instruments. As of March 31, 2026 and December 31, 2025, we had no commercial paper notes outstanding. During the three months ended March 31, 2025, we repaid the $450 million aggregate principal amount of the previously outstanding commercial paper notes on the dates of maturity and issued $575 million aggregate principal amount of commercial paper notes, of which $360 million aggregate principal amount had original maturities less than 90 days and $215 million aggregate principal amount had original maturities greater than 90 days.
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 will bear interest at either (i) a customary forward-looking term rate based on the secured overnight financing rate published by CME Group for the relevant interest period plus an adjustment of 0.1% or (ii) a customary base rate formula, plus a margin (based on our public debt ratings) ranging from 0% to 0.375%. The covenants of the credit agreement are discussed in “Note 9 — Debt” to the condensed consolidated financial statements included in this report. As of March 31, 2026, we had no commercial paper notes outstanding; therefore, $2.0 billion of borrowing capacity was available for other purposes permitted by the credit agreement.
Income Taxes
As of March 31, 2026, our assets classified as cash and cash equivalents as well as short-term and long-term non-equity investments included assets held in certain of our foreign operations totaling $1.1 billion. As we repatriate these funds to the United States, we will be required to pay income taxes in certain U.S. states and applicable foreign withholding taxes on those amounts during the period when such repatriation occurs. We have accrued deferred taxes for the tax effect of repatriating the funds to the United States. For additional details related to our income taxes, please see “Income Tax Provision” in our Results of Operations above and “Note 13 — Income Taxes” to the condensed consolidated financial statements included in this report.
Acquisition of Depop, Inc.
In February 2026, we entered into a definitive agreement to acquire Depop, Inc. for approximately $1.2 billion in cash, subject to certain purchase price adjustments. The transaction is currently expected to close by the end of the third quarter of 2026, subject to the satisfaction of certain closing conditions and receipt of required regulatory approvals. We intend to fund the transaction with cash on hand.
Stock Repurchases
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 will be funded from our working capital or other financing alternatives.
We expect to continue making opportunistic and programmatic repurchases of our common stock, subject to market conditions and other uncertainties. However, 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.
In February 2026, our Audit Committee authorized an incremental $2.0 billion under our stock repurchase program in addition to the $5.0 billion previously authorized in 2024. Our stock repurchase program has no expiration from the date of authorization.
During the three months ended March 31, 2026, we repurchased $500 million of our common stock under our stock repurchase program. As of March 31, 2026, a total of $2.3 billion remained available for future repurchases of our common stock. See “Note 11 — Stockholders’ Equity” to the condensed consolidated financial statements included in this report for more information about our stock repurchase program.
Dividends
During the three months ended March 31, 2026, we paid a total of $139 million in cash dividends compared to $134 million paid during the same period in 2025. In April 2026, our Audit Committee declared a cash dividend of $0.31 per share of common stock to be paid on June 12, 2026 to stockholders of record as of May 29, 2026.
Other Capital Resource Requirements
We actively monitor significant counterparties that hold our cash and cash equivalents and non-equity investments, focusing primarily on the safety of principal and secondarily on improving yield on these assets. We diversify our cash and cash equivalents and investments among various counterparties in order to reduce our exposure should any one of these counterparties fail or encounter difficulties. To date, we have not experienced any material loss or lack of access to our invested cash, cash equivalents or short-term investments; however, we can provide no assurances that access to our invested cash, cash equivalents or short-term investments will not be impacted by adverse conditions in the financial markets, including, without limitation, as a result of the impact of geopolitical events, inflationary pressure, changes in and uncertainty regarding global tariffs and global trade policies, and foreign exchange rate volatility. At any point in time we have funds in our operating accounts and customer accounts that are deposited and invested with various third-party financial institutions.
We have entered into various indemnification agreements and, 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. It is not possible to determine the maximum potential loss under these various 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 on our condensed consolidated statement of income in connection with our indemnification provisions have not been significant, either individually or collectively. See “Note 10 — Commitments and Contingencies” to the condensed consolidated financial statements included in this report for more information about our indemnification provisions.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk
We are exposed to interest rate risk relating to our investments and outstanding debt. In addition, adverse economic conditions and events (including volatility or distress in the equity and/or debt or credit markets) may impact regional and global financial markets. These events and conditions could cause us to write down our assets or investments. We seek to reduce earnings volatility that may result from adverse economic conditions and events or changes in interest rates.
The primary objective of our investment activities is to preserve principal while at the same time improving yields without significantly increasing risk. 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, corporate bonds, commercial paper and government and agency securities. As of March 31, 2026, approximately 57% of our total cash and investments were held in “Cash and cash equivalents” and “Customer accounts.” As such, changes in interest rates will impact interest income. As discussed below, the fair market values of our fixed-rate securities may be adversely affected due to a rise in interest rates, and we may suffer losses in principal if we are forced to sell securities that have declined in market value due to changes in interest rates.
As of March 31, 2026, the balance of our corporate bonds, commercial paper and government and agency securities was $2.2 billion, which represented approximately 31% of our total cash and investments. Investments in both fixed-rate and floating-rate interest-earning instruments carry varying degrees of interest rate risk. The fair market value of our fixed-rate investment securities may be adversely impacted due to a rise in interest rates. In general, fixed-rate securities with longer maturities are subject to greater interest rate risk than those with shorter maturities. While floating rate securities generally are subject to less interest rate risk than fixed-rate securities, floating-rate securities may produce less income than expected if interest rates decrease and may also suffer a decline in market value if interest rates increase. Due in part to these factors, our investment income may fall short of expectations or we may suffer losses in principal if we sell securities that have declined in market value due to changes in interest rates. A hypothetical 1% (100 basis point) increase in interest rates would have resulted in a decrease in the fair value of our investments of $28 million and $30 million as of March 31, 2026 and December 31, 2025, 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 9 — Debt” to the condensed consolidated financial statements included in this report.
Equity Price Risk
Equity Investments
Our equity investments are primarily investments in privately-held companies. Our consolidated results of operations include, as a component of “Interest income and other, net,” our share of the net income or loss of the equity investments accounted for under the equity method of accounting, and as a component of “Gain (loss) on equity investments and warrants, net,” the change in fair value of the equity investments accounted for under the fair value option. Equity investments without readily determinable fair values are accounted for at cost, less impairment and adjusted for subsequent observable price changes obtained from orderly transactions for identical or similar investments issued by the same investee. Such changes in the basis of the equity investment are recognized in “Gain (loss) on equity investments and warrants, net.”
As of March 31, 2026, our equity investments totaled $766 million, which represented approximately 11% of our total cash and investments.
For additional details related to these investments, please see “Note 5 — Investments” to our condensed consolidated financial statements included in this report.
Foreign Currency Risk
Our Marketplace platforms operate globally, resulting in certain revenues and costs that are denominated in foreign currencies, primarily the British pound and the euro, subjecting us to foreign currency risk, which may adversely impact our financial results. We transact business in various foreign currencies and have significant international revenues as well as costs. In addition, we charge our international subsidiaries for their use of intellectual property and technology and for certain corporate services we provide. Our cash flow and results of operations that are exposed to foreign exchange rate fluctuations may differ materially from expectations and we may record significant gains or losses due to foreign currency fluctuations and related hedging activities.
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 in our reported condensed consolidated statement of cash flows and results of operations through the purchase of foreign currency exchange contracts. The effectiveness of the program and resulting usage of foreign exchange derivative contracts is at times limited by our ability to achieve cash flow hedge accounting. For additional details related to our derivative instruments, please see “Note 6 — Derivative Instruments” to our condensed consolidated financial statements included in this report.
We use foreign exchange derivative contracts to help protect our forecasted U.S. dollar-equivalent earnings from adverse changes in foreign currency exchange rates. These hedging contracts reduce, but cannot eliminate, the impact of adverse currency exchange rate movements. Most of these contracts are designated as cash flow hedges for accounting purposes. For qualifying cash flow hedges, the derivative’s gain or loss is initially reported as a component of “Accumulated other comprehensive income” 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 on our condensed consolidated statement of income. However, only certain revenue and costs are eligible for cash flow hedge accounting.
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 March 31, 2026. The sensitivity for foreign currency contracts is based on a 20% adverse change in foreign exchange rates, against relevant functional currencies.
| Fair Value Asset | Fair Value Sensitivity | ||||||||||
| (In millions) | |||||||||||
| Foreign exchange contracts - Cash flow hedges | $ | 24 | $ | (79) | |||||||
| Foreign exchange contracts - Not designated for hedge accounting | $ | 6 | $ | (53) |
Since our risk management programs are highly effective, the potential loss in value described above would be largely offset by changes in the value of the underlying exposure.
We also use foreign exchange contracts to offset the foreign exchange risk on our assets and liabilities denominated in currencies other than the functional currency of our subsidiaries. These contracts reduce, but do not entirely eliminate, the impact of currency exchange rate movements on our assets and liabilities. The foreign currency gains and losses on the assets and liabilities are recognized in “Interest income and other, net,” which are offset by the gains and losses on the foreign exchange contracts.
We considered the historical trends in currency exchange rates and determined that it was reasonably possible that adverse changes in exchange rates of 20% for all currencies could be experienced in the near term. Taking into consideration the offsetting effect of foreign exchange forwards in place, these changes would have resulted in an adverse impact of $7 million on income from continuing operations before income taxes as of March 31, 2026.
Item 4. Controls and Procedures
(a) 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 March 31, 2026.
(b) Changes in internal controls. There were no changes in our internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) identified in connection with the evaluation required by Exchange Act Rules 13a-15(d) or 15d-15(d) that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II: OTHER INFORMATION
Item 1: Legal Proceedings
The information set forth under “Note 10 — Commitments and Contingencies — Litigation and Other Legal Matters” to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q is incorporated herein by reference.
Item 1A. Risk Factors
We are subject to various risks and uncertainties that may affect our business, results of operations and financial condition including, but not limited to, those described in “Part I — Item 1A: Risk Factors” in our 2025 Form 10-K. Current global economic and geopolitical events and conditions may amplify many of these risks. These risks are not the only risks that may affect us. Additional risks that we are not aware of or do not believe are material at the time of this filing may also become important factors that adversely affect our business. There have been no material changes to the Company’s risk factors from those disclosed in our 2025 Form 10-K.
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
The following table presents stock repurchase activity for the three months ended March 31, 2026:
| Period Ended | Total Number of Shares Purchased | Average Price Paid per Share (2) | Total Number of Shares Purchased as Part of Publicly Announced Programs | Approximate Dollar Value of Shares that May Yet be Purchased Under the Programs (1) | ||||||||||||||||||||||
| January 31, 2026 | 1,012,486 | $ | 92.69 | 1,012,486 | $ | 2,704,628,620 | ||||||||||||||||||||
| February 28, 2026 | 1,040,321 | $ | 85.70 | 1,040,321 | $ | 2,615,474,379 | ||||||||||||||||||||
| March 31, 2026 | 3,497,107 | $ | 90.65 | 3,497,107 | $ | 2,298,474,461 | ||||||||||||||||||||
| 5,549,914 | 5,549,914 |
(1)Our stock repurchase program is 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 program 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.
In February 2026, our Audit Committee authorized an incremental $2.0 billion under our stock repurchase program in addition to the $5.0 billion previously authorized in 2024. Our stock repurchase program has no expiration from the date of authorization.
For the three months ended March 31, 2026, we repurchased $500 million of our common stock under our stock repurchase program. As of March 31, 2026, a total of $2.3 billion remained available for future repurchases of our common stock.
We expect, subject to market conditions and other uncertainties, to continue making opportunistic and programmatic repurchases of our common stock. However, our stock repurchase program 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.
(2)Excludes immaterial broker commissions and excise tax accruals.
Item 3: Defaults Upon Senior Securities
Not applicable.
Item 4: Mine Safety Disclosures
Not applicable.
Item 5. Other Information
On February 20, 2026, Mazen Rawashdeh, our Senior Vice President, Chief Technology 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 March 31, 2027, subject to customary exceptions. His 10b5-1 Plan provides for exercise of options (if applicable) and sales from time to time of a portion of (i) the shares of eBay common stock underlying his options and (ii) his 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. Rawashdeh’s 10b5-1 Plan, can only be determined upon the occurrence of future equity award vesting events. For purposes of this disclosure, without subtracting any shares to be withheld upon future equity award vesting events, the maximum aggregate number of shares to be sold pursuant to Mr. Rawashdeh’s 10b5-1 Plan is 96,219. This amount includes target amounts of shares that may be earned pursuant to outstanding performance-based equity awards. The actual number of such shares earned, if any, could be higher or lower depending on attainment of performance goals during the applicable performance period.
On March 6, 2026, Cornelius Boone, our Senior Vice President, Chief People Officer, adopted a 10b5-1 Plan, which is designed to be in effect until March 31, 2027, 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 88,600 shares in the aggregate.
Item 6. Exhibits
The information required by this Item is set forth in the Index to Exhibits of this Quarterly Report on Form 10-Q.
INDEX TO EXHIBITS
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| eBay Inc. | |||||||||||
| Principal Executive Officer: | |||||||||||
| By: | /s/ Jamie Iannone | ||||||||||
| Jamie Iannone | |||||||||||
| Chief Executive Officer and Director | |||||||||||
| Date: | April 29, 2026 | ||||||||||
| Principal Financial Officer: | |||||||||||
| By: | /s/ Peggy Alford | ||||||||||
| Peggy Alford | |||||||||||
| Chief Financial Officer | |||||||||||
| Date: | April 29, 2026 | ||||||||||
| Principal Accounting Officer: | |||||||||||
| By: | /s/ Rebecca Spencer | ||||||||||
| Rebecca Spencer | |||||||||||
| Vice President, Chief Accounting Officer | |||||||||||
| Date: | April 29, 2026 |