10q10k10q10k.net

What changed in eBay Inc.'s 10-K — 2024 vs 2025

vs

Paragraph-level year-over-year comparison of eBay Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+466 added−529 removedSource: 10-K (2026-02-19) vs 10-K (2025-02-27)

Top changes in eBay Inc.'s 2025 10-K

466 paragraphs added · 529 removed · 327 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

36 edited+28 added−28 removed23 unchanged
Biggest changePlease see the information in “Item 1A: Risk Factors” under the captions “The listing or sale by our users of certain items, including items that allegedly infringe the intellectual property rights of rights owners, including pirated or counterfeit items, illegal items or items used in an illegal manner, may harm our business,” and “We may be unable to adequately protect or enforce our intellectual property rights and face ongoing allegations by third parties that we are infringing their intellectual property rights.” Human Capital Management As of December 31, 2024, we employed approximately 11,500 people globally, of which, approximately 7,000 were located in the United States. eBay has robust people-focused programs to attract, support and retain our employees globally.
Biggest changePlease see the information in “Item 1A: Risk Factors” under the captions “We face significant risk of liability for the actions of our customers, including products sold by sellers on our platforms” and “We face risk from third parties that allege that we infringe, or are responsible when our customers infringe, on their intellectual property rights.” Human Capital Management As of December 31, 2025, we employed approximately 12,300 people globally, of which, approximately 7,200 were located in the United States. eBay has robust people-focused programs to attract, support and retain our employees globally.
Our recruitment, development, compensation and benefits, wellness, and our eBay DNA are designed to reflect our values, ensure eBay’s competitiveness in the talent market and ensure we support our employees’ well-being. eBay’s management is focused on delivering programs that develop and support our people and connect them with our customers, our community, and each other.
Our recruitment, development, compensation and benefits, wellness and our eBay DNA are designed to reflect our values, ensure eBay’s competitiveness in the global talent market and ensure we support our employees’ well-being. eBay’s management is focused on delivering programs that develop and support our people and connect them with our customers, our community and each other.
We believe our commitment to well-being support programs strengthens our ability to attract and retain the top talent we need to achieve our business goals and drive shareholder value by supporting eBay employees and their families in moments that matter. Act With Integrity We are committed to ethics and acting with integrity.
We believe our commitment to well-being support programs strengthens our ability to attract and retain the top talent we need to achieve our business goals and drive shareholder value by supporting eBay employees and their families in moments that matter. We are committed to ethics and acting with integrity.
By fostering an ethical culture, where speaking up is encouraged, we believe that we reduce company risk, protect our business and ultimately serve our shareholders’ best interests. In addition to multiple channels for sharing feedback, we also regularly survey our employees through our eBay Listens program.
By fostering an ethical culture where speaking up is encouraged, we believe that we reduce company risk, protect our business and ultimately serve our shareholders’ best interests. In addition to multiple channels for sharing feedback, we regularly survey our employees through our eBay Listens program.
We believe that our employees are important to our overall success. The Compensation and Human Capital Committee of our Board of Directors oversees our human capital management strategy and practices, including our talent recruitment, development and retention, employee engagement, succession planning, and company culture.
We believe that our employees are important to our overall success. The Compensation and Human Capital Committee of our Board of Directors (our “Board”) oversees our human capital management strategy and practices, including our talent recruitment, development and retention, employee engagement, succession planning and company culture.
Company sustainability information for investors is available on our investor relations website under the heading “ESG Investors.” Corporate governance information, including our governance guidelines for our Board of Directors (our “Board”), Board committee charters and code of conduct, is also available on our investor relations website under the heading “Corporate Governance.” The contents of our websites and webcasts and information that can be accessed through our websites, webcasts and social media channels are not incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with (or furnish to) the SEC, and any references to our websites and webcasts are intended to be inactive textual references only. 10 Table of Contents
Company sustainability information for investors is available on our investor relations website under the heading “ESG Investors.” Corporate governance information, including our governance guidelines for our Board, Board committee charters and code of conduct, is also available on our investor relations website under the heading “Corporate Governance.” The contents of our websites and webcasts and information that can be accessed through our websites, webcasts and social media channels are not incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with (or furnish to) the SEC, and any references to our websites and webcasts are intended to be inactive textual references only. 11 Table of Contents
As our product offerings continue to broaden into new categories of items and new commerce formats, we expect to face additional competition from other online, mobile and offline channels for those new offerings. We compete on the basis of numerous factors, including price, product selection and services, and geographical reach.
As our product offerings continue to broaden into new categories of items and new commerce formats, we expect to face increased competition from other online, mobile and offline channels for those new offerings. We compete on the basis of numerous factors, including price, product selection, services, technology and geographical reach.
Our Marketplace platforms, including our online marketplace located at www.ebay.com and its localized counterparts, our off-platform marketplaces and our suite of mobile apps, together, create one of the world's largest and most vibrant marketplaces for discovering great value and unique selection. In 2024, eBay enabled $75 billion of Gross Merchandise Volume (“GMV”).
Our 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. In 2025, eBay enabled nearly $80 billion of Gross Merchandise Volume (“GMV”).
The OSA created requirements around monitoring and handling harmful content and required us to expend resources to comply with the new regulations. The DMCCA expands the investigative and enforcement powers of the Competition and Markets Authority, modifies the United Kingdom merger control rules, and creates a new consumer protection regime. We may expend additional resources to comply with the DMCCA.
The OSA created requirements around monitoring and handling harmful content and required us to expend resources to comply with the new regulations. The DMCCA expands the investigative and enforcement powers of the 8 Table of Contents Competition and Markets Authority, modifies the United Kingdom merger control rules and creates a new consumer protection regime.
Our Strategy As a global commerce leader and third-party marketplace, our technologies and services are designed to provide buyers choice and a breadth of relevant inventory from around the globe, and to enable sellers’ access to eBay’s 134 million buyers worldwide. Our business model and pricing are designed so our business is successful when our sellers are successful.
Our Strategy As a global commerce leader and third-party marketplace, our technologies and services are designed to provide buyers choice and a breadth of relevant inventory from around the globe and to enable sellers’ access to eBay’s 135 million buyers worldwide. Our business model is designed such that we are successful when our sellers are successful.
We ask about trust and engagement, their experience with diversity, inclusion and belonging, ethics and integrity, and we also ask for upward feedback about managers.
We ask about trust and engagement, their experience with diversity, inclusion and belonging, 10 Table of Contents ethics and integrity, and we also ask for upward feedback about managers.
For more information regarding the regulations that impact our business and our legal and regulatory risks, see the information in “Item 1A: Risk Factors” under the category “Regulatory and Legal Risks.” Seasonality Transaction activity patterns on our Marketplace platforms generally trend in line with consumer buying patterns.
For more information regarding the regulations that impact our business and our legal and regulatory risks, see the information in “Item 1A: Risk Factors” under the category “Regulatory and Legal Risks.” Seasonality We expect volume on our Marketplace platforms to trend with general consumer buying patterns.
The term “active buyer” means, as of any date, all buyer accounts that paid for a transaction on our Marketplace platforms within the previous 12-month period. Buyers may register more than once and, as a result, may have more than one account.
The term “active buyer” means, as of any date, all buyer accounts that paid for a transaction on our Marketplace platforms within the previous 12-month period. Buyers may register more than once and, as a result, may have more than one account. 7 Table of Contents Competition We encounter vigorous competition in our business from numerous sources.
Key economic programs include eBay for Charity, the eBay Foundation and our small business enablement efforts, such as our Up & Running Grants program. eBay for Charity empowers buyers and sellers to support charities around the world.
Accordingly, we prioritize our impact programs to drive forward areas of economic empowerment and sustainable commerce. Key economic programs include eBay for Charity, eBay Foundation and our small business enablement efforts, such as our Up & Running Grants program. eBay for Charity empowers buyers and sellers to support charities around the world.
GMV consists of the total value of all paid transactions between users on our Marketplace platforms during the applicable period inclusive of shipping fees and taxes. In 2024, we generated $75 billion in GMV, of which 49 percent was generated outside the United States.
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. In 2025, we generated nearly $80 billion in GMV, of which 51 percent was generated outside the United States.
For more information regarding competitive factors impacting our business, see the information in “Item 1A: Risk Factors” under the captions “Substantial and increasingly intense competition worldwide in ecommerce may harm our business” and “We could be subject to regulatory or agency investigations and/or court proceedings under unfair competition laws that could adversely impact our business.” Government Regulation Government regulation impacts key aspects of our business.
For more information regarding competitive factors impacting our business, see the information in “Item 1A: Risk Factors” under the captions “Substantial and increasingly intense competition worldwide in ecommerce and live commerce may impact our business” and “We face intense competition that may materially harm our business.” Government Regulation Government regulation impacts key aspects of our business.
In 2024, eBay sourced 100% of its electricity consumption for eBay-controlled offices and data centers from renewable sources, reaching our 2025 renewable energy goal one year early. eBay has also set emissions reduction targets, including near- and long-term science-based targets, and a 2045 net-zero target, that have been validated by the Science Based Targets initiative.
In 2025, eBay sourced 100% of its electricity consumption for eBay-controlled offices and data centers from renewable sources for the second straight year. eBay is committed to continuing this trend by assessing our future energy demand and sourcing renewables to meet any planned growth. eBay has also set emissions reduction targets, including near- and long-term science-based targets, and a 2045 net-zero target that have been validated by the Science Based Targets initiative.
During 2024, the eBay Foundation granted nearly $18 million through strategic grantmaking and our employee gift-matching program, primarily to support historically excluded entrepreneurs. To date, the eBay Foundation has awarded nearly $140 million to more than 1,800 nonprofits. 6 Table of Contents Recommerce has been an integral part of eBay’s purpose since the Company was founded in 1995.
During 2025, eBay Foundation granted over $17 million through strategic grantmaking and our employee gift-matching program, primarily to nonprofit organizations advancing inclusive entrepreneurship in our communities around the world. To date, eBay Foundation has awarded over $150 million to more than 1,800 nonprofits worldwide. Recommerce has been an integral part of eBay’s purpose since the Company was founded in 1995.
For information regarding technology-related risks, see the information in “Item 1A: Risk Factors” under the captions “Cyberattacks and data security breaches and incidents could significantly damage our reputation, reduce our revenues, increase our costs, result in litigation and regulatory penalties, and otherwise harm our business,” “Systems failures and resulting interruptions in the availability of or degradation in the performance of our websites, applications, products or services could harm our business” and “New laws and increasing levels of regulation in the areas of privacy and protection of user data could harm our business.” 8 Table of Contents Intellectual Property We regard the protection of our intellectual property, including our trademarks (particularly those covering the eBay name), patents, copyrights, domain names, trade dress and trade secrets as critical to our success.
For information regarding technology-related risks, see the information in “Item 1A: Risk Factors” under the captions “We face significant risk from cyberattacks and data security breaches,” “Systems failures and business interruptions could harm our business” and “Increasing levels of regulation in the areas of privacy, protection of user data and cybersecurity could harm our business.” Intellectual Property We regard the protection of our intellectual property, including our trademarks (particularly those covering the eBay name), patents, copyrights, domain names, trade dress and trade secrets as critical to our success.
Outside the United States, we have complied with reporting requirements in the European Union and United Kingdom, among other jurisdictions, and more countries and jurisdictions continue to enact similar requirements.
We are subject to reporting requirements in various jurisdictions, including in the United States, European Union, the United Kingdom and China, and more jurisdictions continue to enact similar requirements.
We believe that GMV provides a useful measure of the overall volume of paid transactions that flow through our Marketplace platforms in a given period. At the end of 2024, eBay had 134 million active buyers and 2.3 billion live listings globally.
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.
We expect to continue to evaluate and consider potential strategic transactions as part of our 5 Table of Contents strategy, including business combinations, acquisitions and dispositions of businesses, technologies, services, products and other assets, as well as strategic investments and joint ventures.
We manage our investments to ensure they support eBay’s strategic direction and complement our disciplined approach to value creation, profitability and capital allocation. We expect to continue to evaluate and consider potential strategic transactions as part of our strategy, including acquisitions of businesses, technologies, services, products and other assets, as well as strategic investments and joint ventures.
Seasonal trends have been influenced by macroeconomic conditions, foreign exchange rate fluctuations, as well as the introduction and scaling of new products by us and our competitors.
Seasonal trends 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.
We have registered our core brands as trademarks and domain names in the United States and internationally and have in place an active program to continue to secure trademarks and domain names that correspond to our brands in markets of interest.
We must protect our intellectual property rights and other proprietary rights in a number of jurisdictions, a process that is expensive and time consuming and may not be successful. 9 Table of Contents We have registered our core brands as trademarks and domain names in the United States and internationally and have in place an active program to continue to secure trademarks and domain names that correspond to our brands in markets of interest.
In 2024, eBay for Charity partnered with the GLIDE Foundation, the Elton John AIDS Foundation, World Central Kitchen, Six Degrees Org, Deckaid, and Homes for Our Troops, amongst others. In 2024, more than $192 million was raised by buyers and sellers to support charities via eBay for Charity. The eBay Foundation helps to build economically vibrant and thriving communities.
In 2025, eBay for Charity partnered with the GLIDE Foundation, Make-A-Wish, The V Foundation for Cancer Research, GLAAD and Homes for Our Troops, among others. In 2025, nearly $198 million was raised by buyers and sellers to support charities via eBay for Charity. eBay Foundation helps to build economically vibrant and thriving communities.
We engage with our people on an ongoing basis to support their physical, financial, and mental well-being for them and their families through expanded wellness resources. As part of these efforts, we have continued our focus on ensuring our employees and their families have access to high quality care. We also seek to make that care affordable.
As part of these efforts, we have continued our focus on ensuring our employees and their families have access to high quality care. We also seek to make that care affordable. Throughout the year, we emphasize the importance of our employees’ well-being and continue to provide mental health training for managers and peers.
With a low cost of entry for sellers, we offer a highly accessible way for all types of users to interact in a global marketplace that’s inclusive and connects people of all backgrounds. Accordingly, we prioritize our corporate responsibility efforts to impact the areas of economic empowerment and sustainable commerce.
Collectively, these programs demonstrate our ongoing commitment to maintaining a secure, reliable and transparent marketplace experience for buyers worldwide. 6 Table of Contents Our Impact and Responsibility With a low cost of entry for sellers, we offer a highly accessible way for all types of customers to interact in a global marketplace that’s inclusive and connects people of all backgrounds.
The majority of our revenue comes from a take rate on the GMV of transactions paid on our Marketplace platforms. We define “take rate” as net revenues divided by GMV.
Our revenue is primarily derived from a take rate on the GMV of transactions paid on our Marketplace platforms. We define take rate as net revenues divided by GMV. At the end of 2025, eBay had 135 million active buyers and 2.5 billion live listings globally.
In particular, we are subject to laws and regulations that affect the ecommerce industry in many countries where we operate. 7 Table of Contents Our business is subject to payments reporting requirements for our sellers in many jurisdictions.
In particular, we are subject to laws and regulations that affect the ecommerce industry in many countries where we operate. In 2025, the One Big Beautiful Bill Act set forth new and amended withholding and reporting requirements.
We bring this purpose to life through five core elements that make up the eBay DNA: Empower our Community, Innovate Boldly, Deliver with Impact, Be for Everyone, and Act with Integrity. Our human capital management programs tend to focus on the two elements described below, but these programs are designed and intended to support each of our five core elements.
Culture and the eBay DNA We bring our purpose of connecting people and building communities to life through five beliefs that make up the eBay DNA: Empower our Community, Innovate Boldly, Deliver with Impact, Be for Everyone and Act with Integrity. Our DNA shapes how we innovate, support employees and serve millions of buyers and sellers.
For example, in the United States, legislation was passed in 2021 requiring all businesses that process payments to issue a Form 1099-K for all sellers who receive more than $600 in gross payments in a year, a decrease from the previous reporting threshold of $20,000 and 200 transactions.
For example, all businesses that process payments are required to issue a Form 1099-K for all sellers who receive more than $20,000 and have over 200 transactions; however, circumstances exist in which businesses are required to withhold and issue a Form 1099-K to sellers for their first transaction.
Our Marketplace platforms are designed to enable our buyers and sellers to leverage our economies of scale and capital investments in sales and marketing, mobile, customer acquisition, technology innovation and customer service. Competition We encounter vigorous competition in our business from numerous sources.
Our Customer Offerings Our Marketplace platforms enable buyers and sellers to benefit from our global scale and continued investments in technology, marketing and customer service.
In our parts & accessories category, we offer tools that drive trusted and convenient transactions, including fitment to ensure that buyers can find the right parts to fit their vehicles and select installation services that make maintenance and repairs easier.
In our Motors Parts & Accessories category, we provide tools that enable trusted and convenient transactions, including automated fitment data to help buyers identify the correct parts for their vehicles and provide the option to select professional installation services where available, while also offering free returns on qualifying purchases.
We earn revenue primarily through fees collected on paid sales, inclusive of payment processing and first-party advertising. eBay’s strategy is to leverage technology to enhance the marketplace experience for our customers, drive growth in GMV, increase the rate of revenue growth through our advertising initiatives, and deliver healthy operating margins.
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.
In support of our commitment to innovation and a better customer experience, we have been on a multi-year evolution to modernize our Marketplace platforms. Through technologies like AI, including Gen AI, we are anticipating the needs of buyers, sellers and developers, empowering entrepreneurs looking to grow their business, and making the Marketplace platforms more accessible to everyone.
We have used advanced technology, such as AI and Gen AI, to better anticipate the needs of buyers, sellers and developers to empower entrepreneurs and small businesses looking to grow their business and to make the Marketplace platforms more accessible to everyone. We aim to create highly personalized and inspiring shopping experiences powered by advanced technologies.
We offer “eBay Money Back Guarantee,” which allows buyers to receive their money back if the item they ordered does not arrive, is faulty or damaged, or does not match the listing. eBay Money Back Guarantee covers most items purchased on the eBay Marketplace platforms in the United States, the United Kingdom, Germany, Australia, Canada, France, Italy and Spain through a qualifying payment method.
The eBay Money Back Guarantee program allows buyers to obtain a refund if an item does not arrive, is damaged or faulty, or differs materially from its description, and applies to most purchases completed through qualifying payment methods.
Removed
Beginning in 2020, we embarked on a multi-year journey to build more compelling category experiences for enthusiastic consumers, to become the partner of choice for sellers, and to strengthen trust in relationships with buyers on our Marketplace platforms. In 2023, we evolved our strategy to focus on reinventing the future of ecommerce for enthusiasts.
Added
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.
Removed
We derived a majority of GMV in 2024 from the following product categories: parts & accessories, collectibles, fashion, electronics, and home & garden. Since late 2021, eBay has managed payments for all transactions on our Marketplace platforms, delivering intuitive end-to-end payment experiences for our current and next-generation customers.
Added
In recent years, we have evolved our strategic focus around three foundational pillars — Relevant Experiences, Scalable Solutions and Magical Innovations — each designed to advance our mission of empowering enthusiasts and strengthening the eBay marketplace ecosystem. • Relevant Experiences focus on delivering personalized, intuitive and trusted shopping journeys that inspire discovery and foster loyalty, particularly within our Focus Categories, such as motor vehicles parts and accessories, collectibles, refurbished items, apparel, luxury goods and sneakers.
Removed
Our customers enjoy significant choice and flexibility in how they pay and get paid on our Marketplace platforms. Additionally, we are continuing to launch and expand services such as eBay Balance, Express Payouts, and Seller Capital to cater to the needs of our customers and drive greater marketplace engagement.
Added
Through enhanced search, AI-powered discovery tools and curated experiences, we aim to make it easier for enthusiasts to find and buy what they love. • Scalable Solutions empower sellers of all sizes, from individual entrepreneurs to global businesses, with tools and infrastructure to grow efficiently on eBay’s platform.
Removed
We are focused on growing our first-party advertising revenue while reducing our focus on non-strategic, third-party advertising. We currently offer several advertising solutions to our sellers, including: Promoted Listings, Promoted Offsite, and Promoted Stores. Through these offerings, we aim to provide sellers with data-driven recommendations to improve their conversion and drive velocity.
Added
We continue to invest in AI-enhanced listing capabilities, advanced advertising solutions, global shipping improvements and flexible payment options that simplify the user experience, expand reach and reduce transactional friction on eBay. 5 Table of Contents • Magical Innovations accelerate the pace of technological advancement to redefine how people buy and sell on eBay.
Removed
We are also actively testing and building more technology features to simplify the advertising experience, increase listing visibility, and drive continued business growth. We have acquired and disposed of a significant number of businesses, technologies, services and products, and we maintain investments in certain businesses.
Added
Initiatives such as AI-enhanced listings, live commerce experiences and next-generation personalization exemplify how we are enhancing the marketplace to be more dynamic, efficient and engaging for our community. Together, these foundational pillars underpin our ongoing commitments to trust and safety, community building and seller empowerment.
Removed
We regularly review and manage our investments to ensure they support eBay’s strategic direction and complement our disciplined approach to value creation, profitability, and capital allocation.
Added
By fostering a trusted and inclusive marketplace and equipping sellers with the tools to succeed, we aim to strengthen the resilience and vibrancy of the eBay ecosystem. Over the years, we have acquired and disposed of businesses, technologies, services and products and we maintain strategic investments in certain businesses.
Removed
Our Customer Offerings We provide a number of features for our sellers and buyers that align with our approach of leveraging technology, including generative AI (“Gen AI”), to enhance the marketplace experience for our customers. These offerings are designed to build trust and confidence on our Marketplace platforms and drive GMV.
Added
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.
Removed
For sellers, we are focused on simplifying their business processes to help drive their sales effectively and efficiently, and we continuously invest in technology to enhance the quality of selling experiences and products to expand the seller tools ecosystem.
Added
For sellers, we continue to expand AI across the listing workflow, using Generative AI (“Gen AI”) to prefill item details, generate optimized titles and descriptions and in some cases recognize product images enabling faster, more complete listings.
Removed
In 2024, we expanded our new magical listing experience to more sellers in more markets, saving them time and effort as they create their listings.
Added
We also continue to expand our financial services offerings, including Seller Capital, which has helped our partners provide more than $1 billion in cumulative funding since inception to small businesses, along with new payment partnerships that enhance flexibility and reliability across key markets.
Removed
We also launched a redesigned advertising dashboard across our global markets to enable sellers to have a more cohesive, streamlined view of their advertising reach, spend, and other metrics, giving them more tools to make the best decisions for their businesses.
Added
We continue to enhance our first-party advertising solutions by introducing new dashboards and data-driven tools that help sellers increase visibility and optimize performance more efficiently. In addition, we continue to broaden our shipping programs in conjunction with our partners to provide integrated shipping solutions that lower costs, improve delivery transparency and address cross-border shipping challenges.
Removed
The dashboard enhances the advertising experience for sellers, providing artificial intelligence (“AI”) driven insights and personalized recommendations to help sellers grow their businesses. Additionally, we offer the eBay International Shipping program for sellers in the United States, surfacing millions of listings to buyers across more than 190 markets while removing the friction of international shipping and customs formalities.
Added
For buyers, we continue to invest in technologies that enhance discovery, trust and convenience across our Marketplace platforms. Our AI-enhanced features and services power dynamic product recommendation feeds within our enhanced discovery platform, as well as our AI shopping agent pilot that delivers personalized search results tailored to individual preferences.
Removed
For buyers, we are changing the way they find inventory through discovery, personalization and other innovative experiences. We are utilizing AI to transform the shopping experience for buyers. In 2024, we launched Shop the Look, which leverages Gen AI to create shoppable content and fashion recommendations.
Added
These innovations make it easier for buyers to discover relevant inventory and connect with products that reflect their interests and style. We continue to expand our Focus Categories with enhancements designed for enthusiast buyers, including one-click card grading and resale for trading cards through our partnership with PSA, AI-enhanced discovery tools and interactive live shopping experiences through eBay Live.
Removed
We also launched Explore, an AI-powered shopping feed enabling users to browse a nearly unlimited list of personalized recommendations based on their interests, style preferences, and sizes. We intend to continue to invest in AI and Gen AI to improve the quality of our buying and selling experiences.
Added
We also launched Secure Purchase which enables end-to-end digital vehicle transactions covering financing, insurance and title transfer creating a seamless experience for collectible and high-value automotive purchases. We continue to focus on strengthening buyer confidence and trust across our Marketplace platforms through programs that promote safety, reliability and transparency.
Removed
Additionally, we have continued to strengthen our buyers’ confidence and trust in our services.
Added
We have also expanded our eBay Refurbished destination program, offering inventory from verified brands and top-rated sellers with standardized condition grading and warranty coverage, to provide buyers with confidence in product quality and value. In addition, our Authenticity Guarantee program continues to enhance trust and transparency by authenticating eligible luxury, collectible and high-value items across major geographical markets.
Removed
In addition, eBay authenticates eligible luxury and collectible items in six categories through “Authenticity Guarantee,” an authentication service available in the United States, the United Kingdom, Germany, Australia, Canada, and Japan.
Added
Aligned with these climate targets, eBay conducted a comprehensive climate scenario analysis in 2025 to better understand climate-related risks and opportunities associated with leading climate models. This exercise identified several areas of risk and opportunity that can be managed to enhance eBay’s long-term sustainability and highlighted eBay’s unique position to grow with rising consumer demand for resale and sustainable shopping.
Removed
We also continue to expand our eBay Refurbished offering, a dedicated destination that brings inventory from pre-selected brands and top-rated sellers with standardized condition grading, to meet consumer demand for top products backed by a warranty.
Added
In 2025, eBay received multiple industry awards, including America’s Greenest Companies by Newsweek, World’s Most Sustainable Companies by TIME, Fortune’s Most Innovative Companies and Forbes Greatest Companies for Women. Financial Information We measure our footprint in our addressable market according to GMV.
Removed
Our Impact and Responsibility eBay’s purpose is to empower people and create economic opportunity for all through our technology for our global community of users. Every day, people build businesses on our Marketplace platforms.
Added
The expectations of our consumers and the type of competition we face around these factors is intense and can evolve quickly.
Removed
In 2024, eBay was ranked in the United States Environmental Protection Agency’s Green Power Partnership National Top 100 and Top 30 Tech & Telecom for the fifth year.
Added
In 2025, the United States government eliminated the long-standing “de minimis” exemption (under Section 321 of the Tariff Act of 1930), which previously allowed low-value parcels (valued at USD $800 or less) to enter the United States without duties or formal customs clearance.
Removed
In 2024, eBay was also recognized for its commitment to sustainability and responsible business by its inclusion in the Dow Jones Best-in-Class World and North American Indices (formerly known as the Dow Jones Sustainability Indices) for the sixth straight year. Financial Information We measure our footprint in our addressable market according to GMV.
Added
The exemption was first eliminated for shipments originating in China and Hong Kong on May 2, 2025, and then for all parcels effective August 29, 2025. As a result, all imports, regardless of value, are now subject to applicable duties, taxes, fees and standard customs compliance procedures.
Removed
The Internal Revenue Service (“IRS”) delayed the enforcement of this rule twice until 2024, when it announced a phase-in threshold of $5,000 for 2024 and $2,500 for 2025.
Added
Importers, such as eBay buyers and sellers, must supply additional data for entry (e.g., 10-digit Harmonized Tariff Schedule codes, Country of Origin, etc.) and all shipments are now subject to applicable tariffs.
Removed
As a result, Form 1099-Ks for the $5,000 threshold were issued in January 2025 for 2024 transactions and Form 1099-Ks for the $2,500 threshold will be issued beginning in January 2026 for 2025 transactions, subject to potential new federal legislation raising the threshold and/or future IRS action.
Added
These developments fundamentally change how cross-border transactions are handled, especially when sellers ship directly to U.S. buyers, and they increase cost, complexity and compliance burden for many cross-border sellers, which could lead to reduced cross-border volume or reconfiguration of supply-chain and fulfillment strategies.
Removed
We aim to create highly personalized and inspiring shopping experiences powered by advanced technologies.
Added
The European Union has announced it will also eliminate its de minimis exemption, which is currently set at EUR 150, in July 2026. For all packages containing goods valued under EUR 150, a simplified tax duty of EUR 3 per item will be introduced.

… 12 more changes not shown on this page.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

173 edited+88 added−151 removed30 unchanged
Biggest changeThese transactions may involve significant challenges and risks, including: • the potential that we cannot complete these transactions on our desired timeline and terms; • the loss of key customers, merchants, vendors and other key business partners of the companies we acquire, or dispose of, following and continuing after announcement of our transaction plans; • declining employee morale and retention issues affecting employees of companies that we acquire or dispose of, which may result from changes in compensation, or changes in management, reporting relationships, future prospects or the direction of the acquired or disposed business; • difficulty making new and strategic hires of new employees; • diversion of management time and a shift of focus from operating the businesses to the transaction, and, in the case of an acquisition, integration and administration; • the need to provide transition services to a disposed of company, which may result in the diversion of resources and focus; • the need to integrate new, different or more complex operations, systems (including accounting, management, information, human resource and other administrative systems), technologies, products and personnel of each acquired company, which is an inherently risky and potentially lengthy and costly process; • the inefficiencies and lack of control that may result if such integration is delayed or not implemented, and unforeseen difficulties and expenditures that may arise as a result; • the need to implement or improve controls, procedures and policies appropriate for a larger public company at companies that prior to acquisition may have lacked such controls, procedures and policies or whose controls, procedures and policies did not meet applicable legal and other standards; • risks associated with our expansion in new international markets and new areas of business; • derivative lawsuits resulting from the transaction; • anti-trust or other similar regulatory enforcements and restrictions that could delay or nullify a transaction, impose restrictions on our operations or lead to subsequent litigation; • increased costs and indebtedness associated with negotiating, financing and completing acquisitions; • exposure to regulatory regimes unfamiliar to our business, which can divert management time and company resources; • liability for activities of the acquired or disposed of company, including intellectual property, payment services and other litigation claims or disputes, violations of laws, rules and regulations, commercial disputes, tax liabilities and other known and unknown liabilities and, in the case of dispositions, liabilities to the acquirers of those businesses under contractual provisions such as representations, warranties and indemnities; • the potential loss of key employees following the transaction; • the acquisition of new customer and employee personal data by us or a third party acquiring assets or businesses from us, which in and of itself may require regulatory approval and or additional controls, policies and procedures and subject us to additional exposure; • any fluctuations in share prices, financial results and fluctuations in exchange rates, and our ability to sell our shares in any company we have invested in; • the possibility that we may not realize the expected benefits from such transactions within the anticipated time frame, or at all; and • our dependence on the acquired business’ accounting, financial reporting, operating metrics and systems, controls and processes and the risk that errors or irregularities in those systems, controls and processes could lead to errors in our consolidated financial statements, increase the risk of non-compliance with existing or new laws and regulations or make it more difficult to manage the acquired business. 33 Table of Contents We have made certain investments including through joint ventures and in companies in which we have a minority equity interest and/or lack management and operational control.
Biggest changeThese transactions may involve significant risks, including: • the inability to complete any transaction on our desired timeline and terms; • the loss of key customers, merchants, vendors and other key business partners; • reduced employee morale, hiring and retention issues, and the loss of key personnel due to changes in compensation, management, reporting relationships, corporate culture, and strategy following an acquisition or disposition; • diversion of management time and focus from operating our core businesses to any transaction; • difficulty in providing or obtaining necessary transition services, which may result in the diversion of resources and management focus; • the inherent difficulty and cost of integrating new, different or more complex operations, systems (including accounting, management, information, human resource and other administrative systems), technologies, products and personnel of acquired businesses; • the inefficiencies and lack of synergies that may result if integrations are delayed or not implemented, and unforeseen difficulties and expenditures that may arise as a result; • the frequent need to implement or improve controls, procedures and policies of smaller acquired businesses to meet our standards, as a larger public company; • risks associated with our expansion in new markets, geographies, and areas of business with which we may be unfamiliar; • derivative lawsuits resulting from the transaction; • anti-trust or other similar regulatory enforcements and restrictions that could delay or nullify a transaction, impose restrictions on our operations or lead to subsequent litigation; • increased costs and indebtedness associated with negotiating, financing and completing acquisitions; • exposure to regulatory regimes unfamiliar to our business, which can divert management time and company resources; • liability for activities of the acquired or disposed business, including intellectual property, payment services, litigation claims or disputes, violations of laws, rules and regulations, commercial disputes, tax liabilities and other known and unknown liabilities, which may not be adequately covered by insurance or indemnity provisions in the underlying transaction agreements; 23 Table of Contents • regulatory approval and controls, policies and procedures requirements that may be imposed on us if we acquire or dispose of certain businesses or assets, such as businesses containing significant regulated data; • any fluctuations in share prices, financial results and fluctuations in exchange rates, and the inability to quickly liquidate investments in other businesses; • our inability to control or influence the actions of separate businesses in which we invest or form strategic partnerships or joint-ventures, and the possibility that our reputation may be harmed by a close association with a third-party bad actor; • the possibility that we may not realize the expected benefits from such transactions within the anticipated time frame, or at all; and • the risk that errors or irregularities in the systems, controls and processes of an acquired business could lead to significant deficiencies or material weaknesses in our consolidated financial statements.
Generally, our sellers demand that our services help them comply with complex regulatory requirements. Training our sellers and providing them the platform tools and features they need to comply with complex regulations requires substantial time and investment. We have driven consumers away from our platforms in the past where we failed to provide adequate compliance training and platform features.
Generally, our sellers demand that our services help them comply with complex regulatory requirements. Training our sellers and providing them with the platform tools and features they need to comply with complex regulations requires substantial time and investment. We have driven consumers away from our platforms in the past where we failed to provide adequate compliance training and platform features.
We have a substantial amount of outstanding indebtedness and we may incur substantial additional indebtedness in the future, including under our commercial paper program and revolving credit facility or through public or private offerings of debt securities.
We have a substantial amount of outstanding indebtedness and we may incur substantial additional indebtedness in the future, including under our commercial paper program, our revolving credit facility or through public or private offerings of debt securities.
Such claims, whether or not meritorious, may be time-consuming and costly to defend and resolve, and could require us to make expensive changes in our methods of doing business, enter into costly royalty or licensing agreements, cease conducting certain operations, or make substantial payments to satisfy adverse judgments or settle claims, any of which could harm our business.
Such claims, whether or not meritorious, may be time-consuming and costly to defend and resolve, and could require us to make expensive changes in our methods of doing business, enter into costly royalty or licensing agreements, cease conducting certain operations, or make substantial payments to satisfy adverse judgments or settle claims, any of which could materially harm our business.
We have in the past and may in the future enter into interest rate hedging arrangements, but we can provide no assurances that these arrangements will fully mitigate the increased borrowing costs. Investments in both fixed-rate and floating-rate interest-earning instruments are subject to varying levels of interest rate risk.
We have in the past entered, and may in the future enter, into interest rate hedging arrangements, but we can provide no assurances that these arrangements will fully mitigate the increased borrowing costs. Investments in both fixed-rate and floating-rate interest-earning instruments are subject to varying levels of interest rate risk.
The application of indirect taxes such as sales and use tax, value-added tax (“VAT”), goods and services tax (“GST”) (including the “digital services tax”), business tax, withholding tax and gross receipt tax, and tax information reporting obligations to businesses like ours and to our sellers and buyers is a complex and evolving issue.
The application of indirect taxes such as sales and use tax, value-added tax (“VAT”), goods and services tax (including the “digital services tax”), business tax, withholding tax and gross receipt tax, and tax information reporting obligations to businesses like ours and to our sellers and buyers is a complex and evolving issue.
Any adverse outcome of any such audit or review could harm our business, and the ultimate tax outcome may differ from the amounts recorded in our financial statements and may materially affect our financial results in the period or periods for which such determination is made.
Any adverse outcome of any such audit or review could harm our business, and the ultimate tax outcome may differ from the amounts recorded on our financial statements and may materially affect our financial results in the period or periods for which such determination is made.
Further, adapting to new and changed trade restrictions can be expensive, time-consuming and very disruptive to our buyers and sellers. For example, tariffs generally apply based on the manufacturing location, rather than the selling location, of goods. These distinctions can be confusing for our sellers and lead to platform solutions that fail to satisfy all of our consumers.
Further, adapting to new and changed trade restrictions can be expensive, time-consuming and very disruptive to our buyers and sellers. For example, tariffs generally apply based on the manufacturing location, rather than the selling location, of goods. These distinctions can be confusing for our sellers and lead to platform solutions that fail to satisfy all of our customers.
In addition, our failure to accomplish or accurately track and report on any of our stated goals, or otherwise meet evolving and varied stakeholder expectations, could adversely affect our reputation, financial performance and growth, and expose us to increased scrutiny from the investment community, regulatory authorities and other stakeholders.
Our failure to accomplish or accurately track and report on any of our stated goals, or otherwise meet evolving and varied stakeholder and regulatory expectations, could adversely affect our reputation, financial performance and growth, and expose us to increased scrutiny from the investment community, regulatory authorities and other stakeholders.
For example, the intellectual property ownership and license rights surrounding AI technologies, including Gen AI, have not been fully addressed by U.S. courts or by U.S. or international laws or regulations, and the use or adoption of third-party Gen AI technologies, and their related datasets, into our products and services may result in claims of intellectual property infringement or misappropriation, or in the inability to enforce our rights against third parties, which could in each case harm our business and financial results.
For example, the intellectual property ownership and license rights surrounding AI technologies, including Gen AI, have not been fully addressed by U.S. courts or by U.S. or international laws or 27 Table of Contents regulations, and the use or adoption of third-party Gen AI technologies, and their related datasets, into our products and services may result in claims of intellectual property infringement or misappropriation, or in the inability to enforce our rights against third parties, which could in each case harm our business and financial results.
Tax Risks Our business and our sellers and buyers may be subject to evolving sales and other tax regimes in various jurisdictions, which may harm our business.
Our business and our sellers and buyers may be subject to evolving sales and other tax regimes in various jurisdictions, which may harm our business.
If our ESG goals or performance are perceived to be inadequate or worse than those of our competitors, if we are targeted by those who disagree with our public positions on ESG issues, or if we do not otherwise successfully manage ESG-related expectations across investors and other stakeholders, it could erode stakeholder trust, impact our reputation, subject us to litigation or shareholder activism, which could adversely affect 28 Table of Contents our business and reputation.
If our ESG goals or performance are perceived to be inadequate or worse than those of our competitors, if we are targeted by those who disagree with our public positions on ESG issues, or if we do not otherwise successfully manage ESG-related expectations across investors and other stakeholders, it could erode stakeholder trust, impact our reputation, subject us to litigation or shareholder activism, which could adversely affect our business and reputation.
Any one of these outcomes could reduce the attractiveness of our Marketplace platforms to consumers, reduce our profits or otherwise harm our business and results of operations. New laws and increasing levels of regulation in the areas of privacy, protection of user data and cybersecurity could harm our business.
Any one of these outcomes could reduce the attractiveness of our Marketplace platforms to consumers, reduce our profits or otherwise harm our business and results of operations. Increasing levels of regulation in the areas of privacy, protection of user data and cybersecurity could harm our business.
The number and significance of these disputes and inquiries have increased as we have grown larger, our businesses have expanded in scope and geographic reach, and our products and services have increased in complexity. The outcome and impact of such claims, lawsuits, government investigations, and other proceedings cannot be predicted with certainty.
The number and significance of these disputes and inquiries have increased as we have grown larger, our businesses have expanded in scope and geographic reach, and our products and services have increased in complexity. 28 Table of Contents The outcome and impact of such claims, lawsuits, government investigations, and other proceedings cannot be predicted with certainty.
In addition, we and our employees, users and service providers also may not discover a cyberattack, breach or other incident for a significant period after the incident occurs, which could amplify any adverse outcomes resulting from such incidents. 22 Table of Contents We maintain cybersecurity insurance and seek to include reasonable contractual and indemnity protections in the contracts we have with our service providers.
In addition, we and our employees, users and service providers also may not discover a cyberattack, breach or other incident for a significant period after the incident occurs, which could amplify any adverse outcomes resulting from such incidents. We maintain cybersecurity insurance and seek to include reasonable contractual and indemnity protections in the contracts we have with our service providers.
In some European and Asian jurisdictions, buyers may also have the right to withdraw from a sale made by a professional seller within a specified time period.
In some European and Asian jurisdictions, buyers have the right to withdraw from a sale made by a professional seller within a specified time period.
In addition, a significant number of our users authorize us to bill their payment card accounts directly for all transactions and other fees charged by us or, in certain cases, third-party service providers utilized in our financial services. We and our service providers face a variety of cybersecurity threats and risks or inadvertent or intentional data breaches and incidents.
A significant number of our users authorize us to bill their payment card accounts directly for all transactions and other fees charged by us or, in certain cases, third-party service providers utilized in our financial services. We and our service providers face a variety of cybersecurity threats and risks or inadvertent or intentional data breaches and security events.
The results of operations of many of our internationally focused platforms are exposed to foreign exchange rate fluctuations as the financial results of the applicable subsidiaries are translated from the local currency into U.S. dollars for financial reporting purposes.
The results of operations of many of our internationally focused platforms are exposed to foreign 31 Table of Contents exchange rate fluctuations as the financial results of the applicable subsidiaries are translated from the local currency into U.S. dollars for financial reporting purposes.
Cybersecurity threats can take a variety of forms, including malicious software programs that attack our networks and data centers or those of our service providers, social engineering, phishing, credential stuffing, ransomware, denial or degradation of service attacks and similar types of attacks against us, our employees, users and our service providers.
Cybersecurity threats can take a variety of forms, including malicious software programs, including ransomware, that attack our networks and data centers or those of our service providers, social engineering attacks, including phishing and impersonation, attacks against our websites such as credential stuffing, denial or degradation of service attacks and similar types of attacks against us, our employees, users and our service providers.
Due to the size of our company and the volume of confidential information we possess, we are also at risk from inadvertent and intentional data disclosure, system or access misuse, unauthorized access or other improper actions by employees and service providers.
Due to the size of our company and the volume of confidential information we possess, we are also at risk from inadvertent and intentional data disclosure, system or access misuse, unauthorized access or other improper actions by employees and service providers. We provide cybersecurity training to our workforce.
Any change to the cost of buying and selling goods internationally, or even the public perception that such changes are imminent or could occur in the future, may reduce consumer confidence and the number of consumers using our platforms, drive consumers to alternative competitors or buying and selling channels and lead to a decrease in buying and selling on our platforms.
Any past or future changes to the cost of buying and selling goods internationally, or even the public perception that any such changes are imminent or could occur in the future, may reduce consumer confidence and the number of consumers using our platforms, drive consumers to alternative competitors or buying and selling 18 Table of Contents channels and lead to a decrease in buying and selling on our platforms.
While we believe we compete effectively across these factors, our competitors, including any of the businesses, channels and buying and selling alternatives discussed above, may be more successful across these factors either globally or in important local markets, which could reduce the number of buyers and sellers on our Marketplace platforms, and materially adversely affect our results of operations and business.
While we believe we compete effectively across these factors, our competitors, including any of the businesses, channels and buying and selling alternatives discussed below, may be more successful across these factors either globally or in important geographies, which would reduce the number of buyers and sellers on our Marketplace platforms and could materially adversely affect our business and results of operations.
Trademark, copyright, patent, domain name, trade dress and trade secret protections are very expensive to maintain and may require litigation. Patent protection may not be available or obtainable for our proprietary rights, or patent applications may not issue.
Trademark, copyright, patent, domain name, trade dress and trade secret protections are very expensive to maintain and may require litigation. Patent protection may not be available or obtainable for our proprietary rights, particularly with respect to software, or patent applications may not issue.
We are regularly subject to claims, lawsuits (including class actions and individual lawsuits), government investigations, enforcement actions and other proceedings involving competition and antitrust, intellectual property, privacy, consumer protection, accessibility claims, securities, tax, labor and employment, sanctions, compliance, money transmission, financial services, commercial disputes, content generated by our users, services and other matters.
We are also regularly subject to claims, lawsuits (including class actions and individual lawsuits), government investigations, enforcement actions and other proceedings involving antitrust and unfair competition or commercial practices, privacy, consumer protection, accessibility claims, securities, tax, labor and employment, sanctions, compliance, money transmission, financial services, commercial disputes, content generated by our users, services and other matters.
Our information technology and infrastructure have at times been, and may in the future be, vulnerable to cyberattacks, including ransomware attacks, or security incidents and third parties may be able to access our employee and user data, including payment and financial data, that are stored on or accessible through our systems.
We expect cyberattacks utilizing AI to continue and evolve. Our information technology and infrastructure have at times been, and may in the future be, vulnerable to cyberattacks, including ransomware attacks, or security incidents and third parties may be able to access our employee and user data, including payment and financial data, that are stored on or accessible through our systems.
For example, a cyberattack on a key service provider, or a vulnerability in software that they use, could disrupt our services or compromise user and employee data entrusted to that service provider.
For example, a cyberattack on a key service provider, or a vulnerability in software that they use, could disrupt our services or compromise user and employee data 21 Table of Contents entrusted to that service provider.
For example, the European Union’s comprehensive Artificial Intelligence Act (“EU AI Act”), which lays out the parameters for AI systems where non-compliance can result in fines up to 35 million euros or 7% of global turnover, came into force in August 2024. AI regulation is also expanding in the United States.
For example, the European Union’s comprehensive Artificial Intelligence Act (“EU AI Act”), which lays out the parameters for AI systems where non-compliance can result in fines up to 35 million euros or 7% of global turnover, came into force in August 2024.
In addition, the DSA imposes legal obligations on online marketplaces operating in Europe, requiring them to verify the identity of business sellers and make best efforts to assess proper disclosure by traders of required information, as well as information on the safety and authenticity of products posted by third-party merchants.
In recent years, the DSA has imposed legal obligations on online marketplaces operating in Europe, requiring them to verify the identity of business sellers and make best efforts to assess proper disclosure by traders of required information, as well as information on the safety and authenticity of products posted by third-party merchants.
If our share-based or other compensation programs cease to be viewed as competitive, including due to fluctuations in our stock price, or our workplace is not viewed as welcoming, our ability to attract, retain, and motivate employees could be weakened, which could harm our business.
If our compensation programs are not viewed as competitive, including due to fluctuations in our stock price, or our workplace is not viewed as welcoming, our ability to attract, retain, and motivate employees could be weakened, which could harm our business.
Any of the foregoing could disrupt our ability to offer our products and harm our business, revenue and financial results. These or other intellectual property claims may be brought directly against us and/or against our customers whom we may indemnify either because we are contractually obligated to or because we choose to do so as a business matter.
Any of the foregoing could disrupt our ability to offer our products, delay innovation, or materially harm our business, operating results and financial results. Intellectual property claims may be brought directly against us and/or against our customers whom we may indemnify either because we are contractually obligated to or because we choose to do so as a business matter.
Our business is primarily non-unionized, but we have some works councils outside the United States and have seen some unionization amongst the employees of one of our subsidiaries in the United States The unionization or related activism of significant employee populations, including 23 Table of Contents in the United States, could result in higher costs and other operational changes necessary to respond to changing conditions and to establish new relationships with worker representatives.
Our business is primarily non-unionized, but we have some works councils outside the United States. The unionization or related activism of significant employee populations, including in the United States, could result in higher costs and other operational changes necessary to respond to changing conditions and to establish new relationships with worker representatives.
We believe we are protected from such claims because the statutes and common law theories under which they are brought do not apply to our business model and/or because we are protected from liability under various laws, including 47 U.S.C. § 230 in the United States, the hosting defense under Art. 6 DSA in the EU and Reg.19 of the Electronic Commerce Regulations 2002 in the United Kingdom.
We believe we are protected from many of these claims because the statutes and common law theories under which they are brought have not been conclusively applied to our business model and/or because we are protected from liability under various laws, including 47 U.S.C. § 230 in the United States, the hosting defense under Art. 6 DSA in the EU and Reg.19 of the Electronic Commerce Regulations 2002 in the United Kingdom.
Furthermore, future fixed-rate indebtedness may still be more expensive than the existing fixed- 30 Table of Contents rate debt that is coming due and being refinanced.
Furthermore, future fixed-rate indebtedness may still be more expensive than the existing fixed-rate debt that is coming due and being refinanced.
Moreover, any failure by us to prepare for and comply with this and similar reporting and record-keeping obligations could result in substantial monetary penalties and other sanctions, adversely impact our ability to do business in certain jurisdictions and harm our business.
Moreover, any failure by us to prepare for and comply with these and similar reporting and record-keeping obligations could result in substantial monetary penalties and other sanctions, adversely impacting our ability to do business in certain jurisdictions and harming our business.
We are subject to laws and regulations affecting our domestic and international operations in a number of areas, including consumer protection, data privacy and data security requirements; responsible AI requirements; intellectual property ownership and infringement; goods that are stolen, counterfeit, unsafe or otherwise prohibited by eBay policies; tax; antitrust and anti-competition; import and export requirements and restrictions; anti-corruption; labor and employment; advertising; digital content; real estate; payments and financial services; billing; ecommerce/marketplace or online platform liability; promotions; quality of services; telecommunications; distribution and transportation; mobile communications and media; environmental packaging and waste and climate-related regulation; energy consumption; health and safety regulations; accessibility; and laws and regulations intended to combat money laundering and the financing of terrorist activities.
We are subject to laws and regulations affecting our operations in a number of areas, including consumer protection; data privacy and data security; responsible AI; intellectual property ownership and infringement; stolen, counterfeit, unsafe or otherwise prohibited goods; corporate and consumer taxes; antitrust and unfair competition or commercial practices; import and export restrictions; anti-corruption; labor and employment; advertising; digital content; real estate; payments and financial services; billing; ecommerce/marketplace or online platform liability; promotions; quality of services; telecommunications; distribution and transportation; mobile communications and media; environmental packaging and waste; climate-related regulation; energy consumption; health and safety; accessibility; and antibribery, money laundering and the financing of terrorist activities.
We are subject to a variety of laws and regulations in the United States and globally that were not designed for Internet businesses and online commerce. It is not always clear how these laws and regulations, which govern a wide variety of matters that are relevant to our business, or that apply to our business.
We are subject to a variety of laws and regulations in the United States and globally that were not designed for Internet businesses and online commerce. It is not always clear whether and how these laws and regulations apply to our business.
If we are unable to effectively manage the authentication process, including the third-party service providers on which we rely for a significant volume of our item authentication, or if our buyers and sellers do not value these processes, we may suffer harm to our reputation and may be subject to litigation, which could be costly and time consuming for us and harm our business.
If we are unable to effectively manage the authentication process, including the third-party service providers on which we rely for a portion of our item authentication, or if our buyers and sellers do not value these processes, customers may lose trust in our Marketplace platforms, and we may suffer harm to our reputation and even be subject to litigation, which could be costly and time consuming for us and harm our business.
Our outstanding indebtedness and any additional indebtedness we incur may have significant consequences, including, without limitation, any of the following: • requiring us to use a significant portion of our cash flow from operations and other available cash to service our indebtedness, thereby reducing the amount of cash available for other purposes, including capital expenditures, dividends, share repurchases, and acquisitions; • our indebtedness and leverage may increase our vulnerability to downturns in our business, to competitive pressures, and to adverse changes in general economic and industry conditions; • adverse changes in the ratings assigned to our debt securities by credit rating agencies will likely increase our borrowing costs; • our ability to obtain additional financing for working capital, capital expenditures, acquisitions, share repurchases, dividends or other general corporate and other purposes may be limited; and • our flexibility in planning for, or reacting to, changes in our business and our industry may be limited.
Our outstanding indebtedness, and any additional indebtedness that we may incur, could have a material adverse effect on our business including: • requiring us to use a significant portion of our cash flow from operations and other available cash to service our indebtedness, thereby reducing the amount of cash available for other purposes, including capital expenditures, dividends, share repurchases, and acquisitions; • increasing our vulnerability to downturns in our business, to competitive pressures, and to adverse changes in general economic and industry conditions; • adverse changes in the ratings assigned to our debt securities by credit rating agencies would likely increase our borrowing costs; • limiting our ability to obtain additional financing for working capital, capital expenditures, acquisitions, share repurchases, dividends or other general corporate and other purposes; and • limiting our flexibility in planning for, or reacting to, changes in our business and our industry.
In a number of circumstances, third parties, including government regulators and law enforcement officials, have alleged that our services aid and abet violations of certain laws, including laws regarding the sale of counterfeit items, laws restricting or prohibiting the transferability (and by extension, the resale) of digital goods (e.g., books, music and software), the fencing of stolen goods, selective distribution channel laws, customs laws, distance selling laws, and the sale of items outside of the United States that are regulated by U.S. export controls.
Other third parties, including government regulators and law enforcement officials, have, at times, alleged that our services aid and abet violations of laws regarding the sale of counterfeit items, laws restricting or prohibiting the transferability (and by extension, the resale) of digital goods (e.g., books, music and software), the fencing of stolen goods, recalled item laws, selective distribution channel laws, customs laws, distance selling laws, and the sale of items outside of the U.S. that are regulated by U.S. export controls.
To date, 45 states, the District of Columbia and Puerto Rico have enacted Internet sales tax legislation with additional states anticipated to adopt legislation in the coming years. Our business is also required to increase payments reporting requirements for U.S. sellers as a result of federal legislation.
To date, 45 states, the District of Columbia and Puerto Rico have enacted Internet sales tax legislation with additional states anticipated to adopt legislation in the coming years. Our business is also subject to federal information reporting requirements for U.S. sellers.
If current and future AI technologies do not send referrals to eBay at the rate of traditional search engines for any reason, the amount of buyer and seller traffic using our platforms could decrease, which could negatively impact on our business and results of operations.
If AI technologies do not send referrals to eBay at the rate of traditional search engines for any reason, consumer traffic on our platforms could decrease, which would negatively impact on our business and results of operations.
Additionally, legal or regulatory developments relating to immigration could affect our ability to attract, hire and retain personnel. We do not have long-term employment agreements with any of our key employees and do not maintain any “key person” life insurance policies outside of policies we may assume as part of an acquisition.
Legal or regulatory developments in any geography where we operate that restrict immigration could affect our ability to attract, retain and motivate personnel. We do not have long-term employment agreements with any of our key employees and do not maintain any “key person” life insurance policies outside of policies we may assume as part of an acquisition.
Regulatory and Legal Risks Our business is subject to extensive and increasing government regulation and oversight, which could adversely impact our business.
Regulatory and Legal Risks We are subject to extensive and increasing regulation and oversight, which could adversely impact our business.
In addition, domestic or international shipping and postal rate increases may reduce the competitiveness of certain sellers’ offerings, and postal service changes and disruptions could require certain sellers to utilize alternatives which could be more expensive, slower or inconvenient, which could in turn decrease the number of transactions on our sites, thereby harming our business.
For example, domestic or international shipping and postal rate increases may reduce the competitiveness of certain sellers’ offerings, and postal service changes and disruptions could require certain sellers to utilize alternatives which could be more expensive, slower or inconvenient, which could in turn decrease the number of transactions on our sites, negatively impacting our results of operations.
Our systems are also subject to compromise, sabotage and intentional acts of vandalism. Some of our systems are not fully redundant and our disaster recovery planning is not sufficient for all eventualities.
Our systems are also subject to compromise, sabotage and intentional acts of vandalism. Some of our systems are not fully redundant and our disaster recovery planning can never be sufficient to cover all eventualities.
We have outsourced certain functions to third-party providers, including some customer support, payments and financial services, product development functions and some of our item authentication services, which are critical to our operations. If our service providers do not perform satisfactorily, our operations could be disrupted, which could result in user dissatisfaction and could harm our business.
We have outsourced certain important functions that are critical to our operations to third-party providers, including some customer support, payments and financial services, product development functions, and certain authentication services. If our service providers do not perform satisfactorily, our operations could be disrupted and user satisfaction could decrease, which could materially harm our business.
We are exposed to fluctuations in foreign currency exchange rates, which could negatively impact our financial results. Because we generate approximately half of our net revenues outside the United States but report our financial results in U.S. dollars, our financial results are impacted by fluctuations in foreign currency exchange rates, or foreign exchange rates.
Because we generate nearly half of our net revenues outside the United States but report our financial results in U.S. dollars, our financial results are impacted by fluctuations in foreign currency exchange rates, or foreign exchange rates.
Our operating and financial results have varied on a quarterly basis during our operating history and may continue to fluctuate significantly as a result of a variety of factors, including the following risks and other risks set forth in this “Risk Factors” section: • our ability to convert visits into sales for our sellers; • the amount and timing of expenses; • our success in attracting and retaining sellers and buyers; • changes in consumer confidence and discretionary spending trends, including shifts in interests away from any of our major categories; • our success in executing on our strategy and the impact of any changes in our strategy; • the timing and success of product launches, including new services and features we may introduce; • the success of our marketing efforts; and • the impact of competitive and industry developments, including changes in the legal and regulatory landscape, and our response to those developments.
Our operating and financial results have significantly varied on a quarterly basis throughout our operating history, and we expect our results to continue to fluctuate significantly for a variety of reasons, including all of the risks described in “Risk Factors,” including the following: • our success in attracting and retaining sellers and buyers; • changes in consumer confidence and discretionary spending trends, including shifts in interests away from any of our major focus categories; • the success of our marketing efforts; • the impact of competition on our business and industry; • our ability to convert visits into sales for our sellers; • our success in executing on our strategy and the impact of any changes in our strategy; • the timing and success of product launches, including new services and features we may introduce; • the amount and timing of expenses; and • changes in the geopolitical, legal and regulatory landscape, and our response to those developments.
In most cases, we are entitled to 31 Table of Contents reclaim this input VAT from the various countries. However, because of our unique business model, the application of the laws and rules that allow such reclamation is sometimes uncertain. A successful assertion by one or more countries that we are not entitled to reclaim VAT could harm our business.
However, because of our unique business model, the application of the laws and rules that allow such reclamation is sometimes uncertain. A successful assertion by one or more countries that we are not entitled to reclaim VAT could harm our business.
Any such restructuring plans, reductions in force or other cost-cutting measures could divert management attention, adversely affect employee morale and turnover, and damage our reputation as an employer, which could increase the difficulty of attracting, retaining and motivating qualified personnel and maintaining our corporate culture.
Any such plans could divert management attention, adversely affect employee morale and turnover, and damage our reputation as an employer, which could increase the difficulty of attracting, retaining and motivating qualified personnel and maintaining our corporate culture.
We also rely on facilities, components and services supplied by third parties and our business may be materially adversely affected to the extent these components or services do not meet our expectations or these third parties cease to provide the services or facilities.
We also rely on facilities, components and services supplied by third parties and our business may be materially adversely affected to the extent third party facilities, components or services suffer a business interruption or otherwise do not meet our expectations.
However, this does not guarantee that we cannot experience losses from such claims. For example, pursuant to our 2024 settlement agreement with the DOJ, we paid $59 million and agreed to implement enhanced processes regarding our monitoring of listings that violate our terms of service to fully resolve the DOJ’s allegations of noncompliance with the Controlled Substances Act.
For example, pursuant to our 2024 settlement agreement with the DOJ, we paid $59 million and agreed to implement enhanced processes regarding our monitoring of listings that violate our terms of service to fully resolve the DOJ’s allegations of noncompliance with the Controlled Substances Act.
By way of example, numerous U.S. states and foreign jurisdictions, including California, have regulations regarding “auctions” and the handling of property by “secondhand dealers” or “pawnbrokers.” Several states and some foreign jurisdictions have attempted to impose such regulations upon us or our users, and others may attempt to do so in the future.
For example, numerous U.S. states and foreign jurisdictions, including California, have regulations regarding “auctions” and the handling of property by “secondhand dealers” or “pawnbrokers.” Several states and some foreign jurisdictions have attempted to apply these regulations to our business and our customers, and others may attempt to do so in the future.
There is little legal precedent or guidance governing the interpretation of the terms of some open-source licenses, so the potential impact of these terms on our business is uncertain and enforcement of these terms may result in unanticipated obligations or restrictions regarding our products or services.
There is little legal precedent or authoritative guidance governing the interpretation of the terms of some open-source licenses (especially as applied to new technological contexts), so the potential impact of these terms on our business is uncertain and enforcement of these terms, or other compliance actions, may result in unanticipated obligations or restrictions regarding our products or services.
However, the amounts, if any, that we recover under an insurance policy or service provider contract may not be sufficient to adequately reimburse us from cybersecurity and data breach liabilities and losses, and the reputational damage to our business that such incidents cause.
However, the amounts, if any, that we recover under an insurance policy or service provider contract may not be sufficient to adequately reimburse us from cybersecurity and data breach liabilities and losses, and the reputational damage to our business that such incidents cause. Our success largely depends on attracting, retaining, and developing our senior managers and other key employees.
We may be exposed to claims and liabilities as a result of the Distribution of PayPal. We entered into a separation and distribution agreement and various other agreements with PayPal to govern the Distribution and the relationship of the two companies. These agreements provide for specific indemnity and liability obligations and could lead to disputes between us and PayPal.
We entered into a separation and distribution agreement and various other agreements with PayPal to govern the Distribution and the relationship of the two companies. These agreements provide for specific indemnity and liability obligations and could lead to disputes between us and PayPal. The indemnity rights we have against PayPal under the agreements may not be sufficient to protect us.
Our international operations and engagement in cross-border trade are subject to risks, which could harm our business. Our international businesses, especially in the United Kingdom, Germany and Australia, and cross-border business from greater China, have generated approximately half of our net revenues in recent years.
Our international operations subject us to various uncertainties, costs and risks, which could harm our business. Our international businesses, especially in the United Kingdom and Germany, and in cross-border sales from Greater China, have generated nearly half of our net revenues in recent years.
We are a defendant in various patent suits and we are likely to be named as a defendant in other patent suits, or other intellectual property suits, in the future. These claims involve various aspects of our business as our products and services continue to expand in scope and complexity.
For example, we have repeatedly been sued for alleged patent infringement, we are a defendant in various patent suits, and we expect to be named as a defendant in other intellectual property suits in the future. These claims involve various aspects of our business as our products and services continue to expand in scope and complexity.
While we can, in some cases, suspend the accounts of users who fail to fulfill their obligations to other users, we do not always have the ability to require users to make payment (such as when a payment method on file fails) or deliver goods, or otherwise make users whole other than through our protection programs.
While we can, in some cases, suspend the accounts of users who fail to fulfill their obligations to other users, we cannot always require users to make payment (such as when a payment method on file fails) or deliver goods.
For example, we regularly train our workforce, upskill teams that handle sensitive data, and carry out bespoke trainings and tabletop exercises for leaders. We have also implemented policy, procedural, technical, physical and administrative controls intended to protect our systems from such incidents. However, no training or program can offer absolute protection against such attacks and incidents.
For example, we regularly train our workforce, upskill teams that handle sensitive data, and carry out bespoke trainings and tabletop exercises for our employees, including our leaders. We have also implemented policy, procedural, technical, physical and administrative security controls intended to protect our systems from such incidents.
In view of the rapidly evolving nature of our business, period-to-period comparisons of our operating results may not be meaningful, and you should not rely upon them as an indication of future performance.
In view of the rapidly evolving nature of our business and the factors discussed above, period-to-period comparisons of our operating and financial results may not be meaningful, and you should not rely upon them as an indication of future performance. We face intense competition that may materially harm our business.
We rely on third-party service providers to perform services, including, among others credit card processing, payment disbursements, currency exchange, identity verification, sanctions screening, and fraud analysis and detection. As a result, we are subject to a number of risks related to our dependence on third- party service providers.
We rely on third-party service providers to perform services, including, among others, credit card processing, payment disbursements, currency exchange, identity verification, sanctions screening, and fraud analysis and detection.
We are subject to multiple laws relating to the collection, use, sharing, retention, deletion, security, transfer and other handling of personal data about individuals, including our users and employees around the world. Data protection, privacy and cybersecurity laws may differ, and be interpreted and applied inconsistently, from country to country.
We are subject to complex laws that frequently change relating to data protection, privacy, cybersecurity and the collection, use, sharing, retention, deletion, security, transfer and other handling of personal data all around the world. These laws may differ, and be interpreted and applied inconsistently, from country to country.
In particular, because of the enormous number of emails, texts and other communications we send to our users, communications laws that provide a specified monetary damage award or fine for each violation could result in particularly large awards or fines.
Because of the enormous number of emails, texts and other communications we send to our users, communications laws that provide a specified monetary damage award or fine for each violation could result in particularly large awards or fines. In addition, our success depends in part on our ability to collect and use data relating to merchants, consumers, and other individuals.
If we fail, for any reason, to receive sufficient AI referrals to our Marketplace platforms, to acquire, develop or license AI technology capabilities, to utilize our proprietary datasets effectively, or to provide our buyers and sellers the AI features that matter to them, our buyers and sellers or both may choose alternatives to eBay, which could reduce our platform traffic or profits or both, and harm our business.
If we fail for any reason to receive sufficient AI referrals to our platforms, or to build, license or acquire the AI technology capabilities that matter to our buyers and sellers, our buyers and sellers or both may choose alternatives to eBay, which could reduce our platform traffic and materially harm our business and results of operations.
Our future performance depends substantially on the continued services of our senior management and other key employees, including highly skilled engineers and product developers, and our ability to attract, retain, and motivate them.
Our future performance depends substantially on our ability to attract, retain and motivate our senior management and other key employees, including highly skilled engineers, product developers, and AI technologists. The loss of the services of, or our inability to attract highly qualified, senior management and other key employees, could harm our business.
We have implemented policies and procedures designed to ensure compliance with applicable laws and regulations, but there can be no assurance that our customers, employees, contractors, or agents will not violate such laws and regulations or our policies and procedures.
We have implemented policies and procedures designed to ensure compliance with applicable laws and regulations, but there can be no assurance that our customers, employees, contractors, or agents will not violate any of the laws and regulations to which we or they may become subject, or our policies and procedures, as our operations expand and evolve.
In addition, we may be subject to multiple overlapping legal or regulatory regimes that impose conflicting requirements on us (e.g., in cross-border trade).
In addition, we may be subject to multiple overlapping legal or regulatory regimes that impose conflicting requirements on our business.
Regardless of any outcome, such efforts and investigations can have a material adverse impact on us because of legal costs, diversion of management resources, public perception, loss of consumers on our platforms and other similar factors. Government regulators globally are also imposing new data reporting requirements on platforms for user tax compliance.
Regardless of any outcome, such efforts and investigations can have a material adverse impact on us because of legal costs, diversion of management resources, public perception, loss of consumers on our platforms and other similar factors.
If our compliance program and internal controls to limit such illegal activity are ineffective, government authorities could bring legal action against us or otherwise suspend our ability to offer payments or financial services in one or more markets.
If our compliance program and internal controls to limit such illegal activity are 20 Table of Contents ineffective, government authorities could bring legal action against us or otherwise suspend our ability to offer payments or financial services in one or more markets, which would materially harm our business. We are subject to significant fraud risk on our platforms.
The European Union has also adopted certain additional regulations relating to the safety and sustainability of products on its markets, which bring new obligations both on us directly and our sellers and vendors.
In the UK, the DMCCA expands regulatory oversight authority over consumer protections. The EU has also adopted certain additional regulations relating to the safety and sustainability of products on its markets, which bring new obligations both on us directly and our sellers and vendors.
Although as of December 31, 2024 we had no outstanding borrowings under our revolving credit facility, our revolving credit facility is subject to floating interest rates and therefore is also subject to interest rate risks to the extent we borrow in the future.
While we had no outstanding borrowings under our revolving credit facility as of December 31, 2025, this credit facility is subject to floating interest rates and accordingly would subject us to interest rate risks in the event we borrow under it in the future.
Such claims may be brought directly or indirectly against us and/or against our customers (who may be entitled to contractual indemnification under their contracts with us), 20 Table of Contents and we are subject to increased exposure to such claims as a result of our acquisitions and divestitures or where we are entering new lines of business.
Such claims may be brought directly or indirectly against us and/or against our customers (who may be entitled to contractual indemnification under their contracts with us), and we face increased exposure to such claims as we enter new lines of business or acquire businesses.
In many cases, these laws apply not only to user data, employee data and third-party transactions, but also to transfers of information between or among ourselves, our subsidiaries, and other parties with which we have commercial relations. These laws continue to develop around the globe and in ways we cannot predict and that may harm our business.
In many cases, these laws apply not only to user data, employee data and third-party transactions, but also to transfers of information between us, our subsidiaries, and other parties with which we have commercial relations.
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.
Determining reserves for our pending litigation and other proceedings is a complex, fact-intensive process that is subject to judgment calls. If one or more matters were resolved against us in a reporting period for amounts in excess of management’s expectations, the impact on our operating results or financial condition for that reporting period could be material.
Our alleged failure to comply with foreign laws could subject us to penalties ranging from criminal prosecution to significant fines to bans on our services, in addition to the significant costs we may incur in defending against such actions.
Any alleged failure to comply could subject us to penalties ranging from criminal prosecution, to significant fines, to bans on our services, in addition to the significant costs we may incur in defending against such actions, any of which could materially damage our reputation, business, results of operations and financial condition.
We seek to protect our intellectual property rights by relying on applicable laws and regulations in the United States and internationally, as well as a variety of administrative procedures.
We believe the protection of our intellectual property, including our trademarks, patents, copyrights, domain names, trade dress, and trade secrets, is important to our success. We seek to protect our intellectual property rights by relying on applicable laws and regulations in the United States and internationally, as well as a variety of administrative procedures.
These laws (e.g., the Directive on Administrative Cooperating Council Directive (EU) 2021/514 (“DAC 7”) in the European Union and the Digital Sales Reporting Legislation (“DSR”) in the United Kingdom) may make users more reluctant to use our services due to increased sensitivity around personal data collection and reporting (e.g., the requirement to report certain payment transactions on Form 1099-K in the United States), even when mandated by applicable laws and regulations.
These laws (e.g., the Directive on Administrative Cooperating Council Directive (EU) 2021/514 (“DAC 7”) in the EU and the Digital Sales Reporting Legislation (“DSR”) in the United Kingdom) may make users more reluctant to use our services due to increased sensitivity around personal data collection and reporting (e.g., the requirement to report Chinese sellers’ identity and income information to the competent China tax authority in accordance with the Regulations on Internet Platform Companies’ Submission of Tax-related Information), even when mandated by applicable laws and regulations.
Our systems may experience service interruptions or degradation due to hardware and software defects or malfunctions, computer denial-of-service and other cyberattacks, human error, earthquakes, hurricanes, floods, fires, natural disasters, sustained drought, power losses, disruptions in telecommunications services, fraud, military or political conflicts, terrorist attacks, computer viruses, or other events.
These events can occur for many reasons, including hardware and software defects or malfunctions, cyberattacks such as denial-of-service, credential stuffing, and other types of attacks, human error, earthquakes, hurricanes, floods, fires, natural disasters, sustained drought, power losses, disruptions in telecommunications services, fraud, military or political conflicts, terrorist attacks, computer viruses, or other events.
In addition, we have announced restructuring plans that include workforce reductions in the past, such as our announcement in, January 2024, and we may make similar announcements in the future.
In addition, from time to time we have announced restructuring plans that include workforce reductions, and we may make similar announcements in the future.

… 332 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

13 edited+1 added−1 removed8 unchanged
Biggest changeAs part of its broader risk oversight activities, the Board oversees risks from cybersecurity threats, both directly and through its committees. In November 2024, the Board formed a Technology Committee (the “Technology Committee”) and assigned it certain oversight responsibilities previously within the remit of the Risk Committee of the Board (the “Risk Committee”), including oversight responsibilities relating to cybersecurity.
Biggest changeAs part of its broader risk oversight activities, the Board oversees risks from cybersecurity threats, both directly and through its committees.
Among other things, we (i) conduct audits and tests of our information systems (including reviews and assessments by independent third-party advisors) to help identify areas for continued focus and improvement; (ii) review cybersecurity threat information published by government entities and other organizations in which we participate; (iii) provide cybersecurity awareness training for all employees and enhanced training for information security and other specialized personnel; (iv) perform phishing simulation testing of all employees; (v) perform security risk assessments of third-party providers to evaluate controls, mitigations and contractual obligations, as well as reporting obligations in connection with cybersecurity events and other risks that could have an adverse impact on eBay data and information systems; (vi) perform security risk assessments of newly acquired companies as well as material changes to products and technologies and (vii) run tabletop exercises to simulate and test responses to cybersecurity incidents.
Among other things, we (i) conduct audits and tests of our information systems (including reviews and assessments by independent third-party advisors) to help identify areas for continued focus and improvement; (ii) review cybersecurity threat information published by government entities and other organizations in which we participate; (iii) provide cybersecurity awareness training for all employees and enhanced training for information security and other specialized personnel; (iv) conduct phishing simulation testing of all personnel; (v) perform security risk assessments of third-party providers to evaluate controls, mitigations and contractual obligations, as well as reporting obligations in connection with cybersecurity events and other risks that could have an adverse impact on eBay data and information systems; (vi) perform security risk assessments of newly acquired companies as well as material changes to products and technologies and (vii) conduct tabletop exercises to simulate and test responses to cybersecurity events.
The Technology Committee discusses these risks with our Chief Technology Officer (“CTO”) and Chief Information Security Officer (“CISO”) and reports to the Board on the substance of these reviews and discussions.
The Technology Committee discusses these risks with our Chief Technology Officer (“CTO”) and Chief Information Security Officer (“CISO”) and regularly reports to the Board on the substance of these reviews and discussions.
We also have implemented and maintain cybersecurity incident response plans, which include processes to triage, assess, escalate, contain, investigate and remediate cybersecurity incidents, and to comply with potentially applicable legal obligations and mitigate brand and reputational damage. In addition, we maintain insurance to protect against potential losses arising from a cybersecurity incident.
We also have implemented and maintain cybersecurity incident response plans, which include processes to triage, assess, escalate, contain, investigate and remediate cybersecurity events, and to comply with potentially applicable legal obligations and mitigate brand and reputational damage. In addition, we maintain insurance to protect against potential losses arising from a cybersecurity event.
We maintain an information security policy, which was approved by the Board and delegates to our CISO the authority and responsibility for managing our information security program. Our CISO reports to our CTO and is responsible for day-to-day identification, assessment and management of the cybersecurity risks we face.
We maintain an information security policy which was approved by the Board and delegates to our CISO, as head of our information security function, the authority and responsibility for managing our information security program. Our CISO reports to our CTO and is responsible for day-to-day identification, assessment and management of the cybersecurity risks we face.
The Audit Committee of the Board also oversees our audits and tests of our cybersecurity practices and controls, as well as our internal control over financial reporting, including with respect to financial reporting-related information systems. 35 Table of Contents As an element of its ERM oversight activities, the Risk Committee regularly reviews the results of our enterprise risk assessments, while the Technology Committee reviews those relating to cybersecurity, as well as management's strategies to detect, monitor and manage such risks.
The Audit Committee of the Board (the “Audit Committee”) also oversees our audits of our cybersecurity practices and controls, as well as our internal control over financial reporting, including with respect to financial reporting-related information systems. 33 Table of Contents As an element of its ERM oversight activities, the Risk Committee regularly reviews the results of our enterprise risk assessments, and the Technology Committee regularly reviews risk assessments relating to cybersecurity, as well as management's strategies to detect, monitor and manage such risks.
We also maintain a “bug bounty” program to encourage professional security researchers to report potential security vulnerabilities to us. We use the findings from these and other processes, as well as benchmarking against industry practices, to improve our cybersecurity practices, procedures and technologies.
We also maintain “responsible disclosure” and “bug bounty” programs to encourage professional security researchers to report potential security vulnerabilities to us. We use the findings from these and other processes, as well as benchmarking against industry practices, to improve our cybersecurity practices, procedures and technologies.
In addition to these regularly scheduled updates, our CTO and CISO may also report to the Technology Committee or the full Board, as appropriate, on the management of certain cybersecurity risks and progress towards agreed mitigation goals, as well as any potential material risks from cybersecurity threats that have been detected by the information security team.
In addition, our CTO and CISO may also report to the Risk Committee, Technology Committee or the full Board, as appropriate, on the management of certain cybersecurity risks and progress towards agreed mitigation goals, as well as any potential material risks from cybersecurity threats or events that have been detected by the information security team, and the remediation thereof.
These assessments inform our ERM strategies and oversight processes, and we view cybersecurity risks as one of the key risk categories we face.
We view cybersecurity risks as one of the key enterprise risks we face, and these assessments help inform our ERM strategies and oversight processes.
Each year, the Technology Committee also receives “deep dive” reports from our CTO and CISO on cybersecurity and data management risks, and the full Board also discusses cybersecurity risks with our CTO and CISO at least once per year.
Each year, the Technology Committee also receives “deep dive” reports from our CTO and CISO on cybersecurity and data management risks, and the full Board also discusses cybersecurity risks with our CTO and CISO from time to time.
As reflected in their respective charters, the Technology Committee now assists the Board in its management of cybersecurity and data management risks, and the Risk Committee continues to oversee our ERM function and structure, including governance structure and our guidelines and processes for risk assessment and risk management.
As reflected in their respective charters, the Technology Committee of the Board (the “Technology Committee”) assists the Board in its management of cybersecurity and data management risks, and the Risk Committee of the Board (the “Risk Committee”) oversees our ERM function and structure, including governance structure and our guidelines and processes for risk assessment and risk management.
For example, our information technology and infrastructure may be vulnerable to cyberattacks (including ransomware attacks) or other security incidents, as a result of which unauthorized third parties may be able to access our users’ proprietary information and payment card data that are stored on or accessible through our systems.
For example, like other ecommerce companies, we face a material risk that our information technology and infrastructure may be vulnerable to cyberattacks (including ransomware attacks) or other security events, as a result of which unauthorized third parties may be able to access our personnel or users’ personal information or user payment card data that are stored on or accessible through our systems.
For more information regarding the cybersecurity-related risks we face, see the information in “Item 1A: Risk Factors” under the caption “Cyberattacks and data security breaches and incidents could significantly damage our reputation, reduce our revenues, increase our costs, result in litigation and regulatory penalties, and otherwise harm our business.” Our processes for assessing, identifying and managing cybersecurity risks and vulnerabilities are embedded across our business as part of our ERM program.
For more information regarding the cybersecurity-related risks we face, see the information in “Item 1A: Risk Factors” under the caption “We face significant risk from cyberattacks and data security breaches.” Our processes for assessing, identifying and managing cybersecurity risks and vulnerabilities are embedded across our business as part of our ERM program.
Removed
Accordingly, practices and responsibilities attributed to the Technology Committee within this “Item 1C: Cybersecurity” were undertaken by the Risk Committee until November 2024.
Added
We cannot guarantee that our information technology and infrastructure can ever be immune from these risks.

Item 2. Properties

Properties — owned and leased real estate

2 edited+0 added−0 removed2 unchanged
Biggest changeThe following table presents the aggregate square footage of our owned and leased properties for our continuing operations as of December 31, 2024 (in millions): United States Other Countries Total Owned facilities 1.1 — 1.1 Leased facilities 1.0 0.9 1.9 Total facilities 2.1 0.9 3.0 From time to time we consider various alternatives related to our long-term facilities needs.
Biggest changeThe following table presents the aggregate square footage of our owned and leased properties for our continuing operations as of December 31, 2025 (in millions): United States Other Countries Total Owned facilities 1.1 — 1.1 Leased facilities 0.7 0.9 1.6 Total facilities 1.8 0.9 2.7 From time to time we consider various alternatives related to our long-term facilities needs.
While we believe that our existing facilities are adequate to meet our immediate needs, it may become necessary to develop and improve land that we own or lease or acquire additional or alternative space to accommodate any future growth. 36 Table of Contents
While we believe that our existing facilities are adequate to meet our immediate needs, it may become necessary to develop and improve land that we own or lease or acquire additional or alternative space to accommodate any future growth. 34 Table of Contents

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−0 removed0 unchanged
Biggest changeITEM 3: LEGAL PROCEEDINGS The information set forth under “Note 12 — Commitments and Contingencies — Litigation and Other Legal Matters” to the consolidated financial statements included in Part IV, Item 15 of this Annual Report on Form 10-K is incorporated herein by reference.
Biggest changeITEM 3: LEGAL PROCEEDINGS The information set forth under “Note 11 — Commitments and Contingencies — Litigation and Other Legal Matters” to the consolidated financial statements included in Part IV, Item 15 of this Annual Report on Form 10-K is incorporated herein by reference.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

8 edited+1 added−0 removed3 unchanged
Biggest changeThe graph and related information shall not be deemed “soliciting material” or be deemed to be “filed” with the SEC, nor shall such information be incorporated by reference into any past or future filing with the SEC, except to the extent that such filing specifically states that such graph and related information are incorporated by reference into such filing. 38 Table of Contents Purchases of Equity Securities by the Issuer and Affiliated Purchasers Stock repurchase activity during the three months ended December 31, 2024 was as follows: 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) October 31, 2024 3,856,822 $ 64.82 3,856,822 $ 948,472,643 November 30, 2024 4,580,788 $ 61.92 4,580,788 $ 664,819,324 December 31, 2024 5,716,433 $ 64.09 5,716,433 $ 3,298,472,788 14,154,043 14,154,043 (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.
Biggest changeThe graph and related information shall not be deemed “soliciting material” or be deemed to be “filed” with the SEC, nor shall such information be incorporated by reference into any past or future filing with the SEC, except to the extent that such filing specifically states that such graph and related information are incorporated by reference into such filing. 36 Table of Contents Purchases of Equity Securities by the Issuer and Affiliated Purchasers Stock repurchase activity during the three months ended December 31, 2025 was as follows: 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) October 31, 2025 2,269,806 $ 92.08 2,269,806 $ 1,214,473,504 November 30, 2025 2,509,427 $ 82.89 2,509,427 $ 1,006,474,218 December 31, 2025 2,495,815 $ 83.34 2,495,815 $ 798,474,297 7,275,048 7,275,048 (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.
Performance Measurement Comparison The graph below shows the cumulative total stockholder return of an investment of $100 (and the reinvestment of any dividends thereafter) on December 31, 2019 (the last trading day for the year ended December 31, 2019) in (i) our common stock, (ii) the Nasdaq Composite Index, (iii) the S&P 500 Index and (iv) the S&P 500 Information Technology Index.
Performance Measurement Comparison The graph below shows the cumulative total stockholder return of an investment of $100 (and the reinvestment of any dividends thereafter) on December 31, 2020 (the last trading day for the year ended December 31, 2020) in (i) our common stock, (ii) the Nasdaq Composite Index, (iii) the S&P 500 Index and (iv) the S&P 500 Information Technology Index.
The timing, declaration, amount and payment of any future cash dividends are at the discretion of the Board and will depend on many factors, including our available cash, working capital, financial condition, results of operations, capital requirements, covenants in our credit agreement, applicable law and other business considerations that the Board considers relevant.
The timing, declaration, amount and payment of any future cash dividends are at the discretion of the Board (or an authorized committee thereof) and will depend on many factors, including our available cash, working capital, financial condition, results of operations, capital requirements, covenants in our credit agreement, applicable law and other business considerations that the Board considers relevant.
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 broker commissions and excise tax accruals.
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.
During the three months ended December 31, 2024, we repurchased $900 million of our common stock under our stock repurchase program. As of December 31, 2024, a total of $3.3 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.
During the three months ended December 31, 2025, we repurchased $625 million of our common stock under our stock repurchase program. As of December 31, 2025, a total of $0.8 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.
As of February 21, 2025, there were 2,831 holders of record of our common stock, although we believe that there are a significantly larger number of beneficial owners of our common stock. Dividend Policy We paid a total of $533 million and $528 million in cash dividends during the years ended December 31, 2024 and December 31, 2023, respectively.
As of February 13, 2026, there were 2,734 holders of record of our common stock, although we believe that there are a significantly larger number of beneficial owners of our common stock. Dividend Policy We paid a total of $531 million and $533 million in cash dividends during the years ended December 31, 2025 and December 31, 2024, respectively.
In February and December 2024, our Board authorized an incremental $2.0 billion and $3.0 billion, respectively, under our stock repurchase program in addition to the $4.0 billion previously authorized in 2022. Our stock repurchase program has no expiration from the date of authorization.
In February 2026, our Audit Committee, pursuant to delegated authority from our Board, authorized an incremental $2.0 billion under our stock repurchase program in addition to the $5.0 billion previously authorized in 2024. Our stock repurchase program has no expiration from the date of authorization.
In February 2025, our Board declared a cash dividend of $0.29 per share of common stock to be paid on March 28, 2025 to stockholders of record as of March 14, 2025.
In February 2026, our Audit Committee, pursuant to delegated authority from our Board, declared a cash dividend of $0.31 per share of common stock to be paid on March 20, 2026 to stockholders of record as of March 6, 2026.
Added
(2) Excludes immaterial broker commissions and excise tax accruals.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

78 edited+21 added−21 removed49 unchanged
Biggest changeThe following table presents gain (loss) on equity investments and warrant, net for the periods indicated (in millions, except percentages): Year Ended December 31, 2024 % Change 2023 % Change 2022 Unrealized change in fair value of equity investment in Adevinta $ (234) (113) % $ 1,782 166 % $ (2,693) Realized change in fair value of shares sold in Adevinta 78 100 % — (100) % 2 Unrealized change in fair value of equity investment in Adyen — ** — 100 % (118) Realized change in fair value of shares sold in Adyen (57) (100) % — 100 % (143) Realized change in fair value of shares sold in Aurelia (11) (100) % — ** — Unrealized change in fair value of equity investment in Gmarket (12) 88 % (96) 67 % (294) Realized change in fair value of shares sold in Gmarket (1) ** — ** — Unrealized change in fair value of equity investment in KakaoBank — ** — 100 % (218) Realized change in fair value of shares sold in KakaoBank — (100) % 13 117 % (75) Gain (loss) on other investments 3 118 % (17) — % (17) Change in fair value of warrant 158 5 % 150 165 % (230) Total gain (loss) on equity investments and warrant, net $ (76) (104) % $ 1,832 148 % $ (3,786) ** Not meaningful The change in gain (loss) on equity investments and warrant, net during 2024 compared to 2023 was driven by the realized and unrealized changes in fair value of our equity investments and the warrant.
Biggest changeThe following table presents Gain (loss) on equity investments and warrants, net for the periods indicated (in millions, except percentages): Year Ended December 31, 2025 % Change 2024 % Change 2023 Unrealized change in fair value of equity investment in Adevinta $ — (100) % $ (234) (113) % $ 1,782 Realized change in fair value of shares sold in Adevinta — (100) % 78 100 % — Realized change in fair value of shares sold in Adyen — (100) % (57) (100) % — Realized change in fair value of shares sold in Aurelia — (100) % (11) (100) % — Unrealized change in fair value of equity investment in Gmarket — (100) % (12) 88 % (96) Realized change in fair value of shares sold in Gmarket — ** (1) ** — Gain (loss) on other investments 10 233 % 3 175 % (4) Change in fair value of warrants (5) (103) % 158 5 % 150 Total gain (loss) on equity investments and warrants, net $ 5 (107) % $ (76) (104) % $ 1,832 ** Percentage change not meaningful The change in Gain (loss) on equity investments and warrants, net during 2025 compared to 2024 was primarily due to lower activity in 2025 following the sale of our investments in Adevinta, Adyen, and Gmarket in 2024, including the exercise of the Adyen warrant.
Continuing Investing Activities Cash provided by continuing investing activities of $2.2 billion in 2024 was primarily attributable to proceeds of $12.3 billion from the maturities and sales of investments, and proceeds of $2.4 billion, $1.0 billion, $573 million and $322 million from the sale of our equity investments in Adevinta, Aurelia, Adyen and Gmarket, respectively, partially offset by cash paid for investments of $13.9 billion and property and equipment of $458 million.
Cash provided by continuing investing activities of $2.2 billion in 2024 was primarily attributable to proceeds of $12.3 billion from the maturities and sales of investments, and proceeds of $2.4 billion, $1.0 billion, $573 million and $322 million from the sale of our equity investments in Adevinta, Aurelia, Adyen and Gmarket, respectively, partially offset by cash paid for investments of $13.9 billion and property and equipment of $458 million.
At any point in time we have funds in our operating accounts and customer accounts that are deposited and invested with 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.
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.
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%.
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%.
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 in our consolidated statement of income in connection with our indemnification provisions have not been significant, either individually or collectively.
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 consolidated statement of income in connection with our indemnification provisions have not been significant, either individually or collectively.
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 consolidated financial statements included elsewhere in this report.
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” to the consolidated financial statements included elsewhere in this report.
The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement. We report a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return.
The tax benefits recognized on the consolidated financial statements from such positions are then measured based on the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement. We report a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return.
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.
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.
Continuing Financing Activities Cash used in continuing financing activities of $3.8 billion in 2024 was primarily driven by common stock repurchases of $3.1 billion, debt repayments of $750 million related to the repayment of our 3.450% senior notes due 2024, and $533 million of cash dividends paid, partially offset by borrowing under our commercial paper program of $441 million and net funds receivable and payable activity of $305 million.
Cash used in continuing financing activities of $3.8 billion in 2024 was primarily driven by common stock repurchases of $3.1 billion, debt repayments of $750 million related to our 3.450% senior notes due 2024 and $533 million of cash dividends paid, partially offset by borrowing under our commercial paper program of $441 million and net funds receivable and payable activity of $305 million.
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. 43 Table of Contents The following table presents net revenues and our key operating metrics of GMV and take rate for the periods indicated.
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. 41 Table of Contents The following table presents net revenues and our key operating metrics of GMV and take rate for the periods indicated.
These estimates have been based on our assessment of the facts and circumstances at each balance sheet date and are subject to change based upon new information and future events. 54 Table of Contents From time to time, we are involved in disputes and regulatory inquiries that arise in the ordinary course of business.
These estimates have been based on our assessment of the facts and circumstances at each balance sheet date and are subject to change based upon new information and future events. 52 Table of Contents From time to time, we are involved in disputes and regulatory inquiries that arise in the ordinary course of business.
Discussions of 2022 items and year-to-year comparisons between 2023 and 2022 are not included in this Annual Report on Form 10-K, and can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
Discussions of 2023 items and year-to-year comparisons between 2024 and 2023 are not included in this Annual Report on Form 10-K, and can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
The effect of foreign currency exchange rate movements during 2024 compared to 2023 was primarily attributable to the weakening of the U.S. dollar against the euro and other major currencies. Our Marketplace platforms operate globally, resulting in certain revenues that are denominated in foreign currencies, primarily the British pound and euro.
The effect of foreign currency exchange rate movements during 2025 compared to 2024 was primarily attributable to the weakening of the U.S. dollar against the euro and other major currencies. Our Marketplace platforms operate globally, resulting in certain revenues that are denominated in foreign currencies, primarily the British pound and euro.
Based on our results for the year ended December 31, 2024, a one-percentage point change in our provision for income taxes as a percentage of income before taxes would have resulted in an increase or decrease in the provision of $23 million, resulting in an approximate $0.05 change in diluted earnings per share.
Based on our results for the year ended December 31, 2025, a one-percentage point change in our provision for income taxes as a percentage of income before taxes would have resulted in an increase or decrease in the provision of $23 million, resulting in an approximate $0.05 change in diluted earnings per share.
Provision for Transaction Losses Provision for transaction losses consists primarily of losses resulting from our buyer protection programs, chargebacks for unauthorized credit card use, and merchant related chargebacks due to non-delivery of goods or services. We expect our provision for transaction losses to fluctuate depending on many factors, including changes to our protection programs and macroeconomic conditions.
Transaction Losses Transaction losses consists primarily of losses resulting from our buyer protection programs, chargebacks for unauthorized credit card use, and merchant related chargebacks due to non-delivery of goods or services. We expect our transaction losses to fluctuate depending on many factors, including changes to our protection programs, macroeconomic conditions and volume.
We are currently involved in legal proceedings, some of which are discussed in “Note 12 — Commitments and Contingencies” to the consolidated financial statements included in this report. We believe that we have meritorious defenses to the claims against us, and we intend to defend ourselves vigorously.
We are currently involved in legal proceedings, some of which are discussed in “Note 11 — Commitments and Contingencies” to the consolidated financial statements included in this report. We believe that we have meritorious defenses to the claims against us, and we intend to defend ourselves vigorously.
As of December 31, 2024, we had a valuation allowance on certain net operating loss and tax credit carryforwards based on our assessment that it is more likely than not that the deferred tax asset will not be realized. 53 Table of Contents We recognize and measure uncertain tax positions in accordance with generally accepted accounting principles in the United States, or GAAP, pursuant to which we only recognize the tax benefit from an uncertain tax position if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.
As of December 31, 2025, we had a valuation allowance on certain net operating loss and tax credit carryforwards based on our assessment that it is more likely than not that the deferred tax asset will not be realized. 51 Table of Contents We recognize and measure uncertain tax positions in accordance with generally accepted accounting principles in the United States, or GAAP, pursuant to which we only recognize the tax benefit from an uncertain tax position if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.
Other Capital Resource Requirements We actively monitor all 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.
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.
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 $90 million and $27 million, respectively.
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 $171 million and $90 million, respectively.
See “Note 12 — Commitments and Contingencies” to the consolidated financial statements included in this report for more information about our indemnification provisions. 52 Table of Contents Critical Accounting Policies, Judgments and Estimates General The preparation of our consolidated financial statements and related notes requires us to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities.
See “Note 11 — Commitments and Contingencies” to the consolidated financial statements included in this report for more information about our indemnification provisions. 50 Table of Contents Critical Accounting Policies, Judgments and Estimates General The preparation of our consolidated financial statements and related notes requires us to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities.
Refer to “Note 6 — Investments” for further details about our equity investments. 47 Table of Contents 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.
Refer to “Note 5 — Investments” for further details about our equity investments. 45 Table of Contents 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.
These amounts do not include cash held on behalf of customers related to marketplace activity of $763 million and $481 million, respectively, which are recognized separately within “Customer accounts and funds receivable” with a corresponding liability within “Customer accounts and funds payable” in our consolidated balance sheet.
These amounts do not include cash held on behalf of customers related to marketplace activity of $1,017 million and $763 million, respectively, which are recognized separately within “Customer accounts and funds receivable” with a corresponding liability within “Customer accounts and funds payable” on our consolidated balance sheet.
This section of this Annual Report on Form 10-K generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023.
This section of this Annual Report on Form 10-K generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024.
Recent Accounting Pronouncements See "Note 1 — The Company and Summary of Significant Accounting Policies" to the consolidated financial statements included in this report, regarding the impact of certain recent accounting pronouncements in our consolidated financial statements. 55 Table of Contents
Recent Accounting Pronouncements See "Note 1 — The Company and Summary of Significant Accounting Policies" to the consolidated financial statements included in this report, regarding the impact of certain recent accounting pronouncements on our consolidated financial statements. 53 Table of Contents
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 and foreign exchange rate volatility.
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.
The negative and positive effects of exchange rate movements on cash, cash equivalents and restricted cash during 2024 and 2023, respectively, was due to the strengthening and weakening, respectively, of the U.S. dollar against other currencies. 49 Table of Contents Liquidity and Capital Resource Requirements As of December 31, 2024 and 2023, 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 $7.2 billion and $5.1 billion, respectively.
The positive and negative effects of exchange rate movements on cash, cash equivalents and restricted cash during 2025 and 2024, respectively, was due to the weakening and strengthening, respectively, of the U.S. dollar against other currencies. 47 Table of Contents Liquidity and Capital Resource Requirements As of December 31, 2025 and 2024, 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 $4.8 billion and $7.2 billion, respectively.
Goodwill The purchase price of an acquired company is allocated between intangible assets and the net tangible assets of the acquired business with the residual of the purchase price recognized as goodwill. As of December 31, 2024, our goodwill totaled $4.3 billion.
Goodwill The purchase price of an acquired company is allocated between intangible assets and the net tangible assets of the acquired business with the residual of the purchase price recognized as goodwill. As of December 31, 2025, our goodwill totaled $4.5 billion.
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. 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.
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.
For additional details related to our income taxes, please see “Income Tax Provision” in our Results of Operations above and “Note 15 — Income Taxes” to the consolidated financial statements included in this report.
For additional details related to our income taxes, please see “Income Tax Provision” in our Results of Operations above and “Note 14 — Income Taxes” to the consolidated financial statements included in this report. Acquisition of Depop, Inc.
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. Through our hedging programs, we actively monitor foreign currency volatility and attempt to mitigate significant movements.
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 and global trade announcements. Through our hedging programs, we actively monitor foreign currency volatility and attempt to mitigate significant movements.
Leases We have operating leases for office space, data centers, as well as other corporate assets that we utilize under lease arrangements. As of December 31, 2024, we had fixed lease payment obligations of $544 million, with $142 million payable within 12 months.
Leases We have operating leases for office space, data centers, as well as other corporate assets that we utilize under lease arrangements. As of December 31, 2025, we had fixed lease payment obligations of $492 million, with $137 million payable within 12 months.
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. 40 Table of Contents Fiscal Year Highlights Net revenues increased 2% to $10.3 billion compared to $10.1 billion in 2023.
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. 38 Table of Contents Fiscal Year Highlights Net revenues increased 8% to $11.1 billion compared to $10.3 billion in 2024.
Geopolitical events, inflationary pressure, foreign exchange rate volatility, elevated interest rates and global economic uncertainty have caused material disruptions in both the United States and international financial markets and economies and are uncertain in duration.
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 are uncertain in duration.
Changes in judgments with respect to these assumptions and estimates could impact the timing or amount of revenue recognition. Income Taxes Our annual tax rate is based on our income, statutory tax rates and tax planning opportunities available to us in the various jurisdictions in which we operate.
Changes in judgment with respect to these assumptions could impact the timing or amount of transaction losses. Income Taxes Our annual tax rate is based on our income, statutory tax rates and tax planning opportunities available to us in the various jurisdictions in which we operate.
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 2022 Net revenues $ 2,483 $ 2,422 $ 2,380 $ 2,510 % change from prior quarter (5) % (2) % (2) % 5 % 2023 Net revenues $ 2,510 $ 2,540 $ 2,500 $ 2,562 % change from prior quarter — % 1 % (2) % 2 % 2024 Net revenues $ 2,556 $ 2,572 $ 2,576 $ 2,579 % change from prior quarter — % 1 % — % — % 42 Table of Contents 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 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 2023 Net revenues $ 2,510 $ 2,540 $ 2,500 $ 2,562 % change from prior quarter — % 1 % (2) % 2 % 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 % 40 Table of Contents 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.
We conducted our annual impairment test of goodwill as of August 31, 2024 and 2023. As of December 31, 2024, we determined that no impairment of the carrying value of goodwill was required. See “Note 4 — Goodwill and Intangible Assets” to the consolidated financial statements included in this report.
We conducted our annual impairment test of goodwill as of August 31, 2025 and 2024. As of December 31, 2025, we determined that no impairment of the carrying value of goodwill was required. See “Note 3 — Goodwill” to the consolidated financial statements included in this report.
(2) Foreign currency movements relative to the U.S. dollar had an unfavorable impact of $7 million on cost of net revenues during 2024 compared to an unfavorable impact of $2 million and a favorable impact of $81 million during 2023 and 2022, respectively.
(2) Foreign currency movements relative to the U.S. dollar had an unfavorable impact of $21 million on cost of net revenues during 2025 compared to unfavorable impacts of $7 million and $2 million during 2024 and 2023, respectively.
The following table presents interest expense and interest income and other, net for the periods indicated (in millions, except percentages): Year Ended December 31, 2024 % Change 2023 % Change 2022 Interest expense $ (259) (2) % $ (263) 12 % $ (235) Percentage of net revenues (3) % (3) % (2) % Interest income $ 272 33 % $ 204 179 % $ 73 Foreign exchange and other 23 ** (7) ** (3) Total interest income and other, net $ 295 50 % $ 197 181 % $ 70 Percentage of net revenues 3 % 2 % 1 % ** Not meaningful Interest expense decreased during 2024 compared to 2023 primarily due to a lower average notional amount of outstanding debt.
The following table presents interest expense and interest income and other, net for the periods indicated (in millions, except percentages): Year Ended December 31, 2025 % Change 2024 % Change 2023 Interest expense $ (246) (5) % $ (259) (2) % $ (263) Percentage of net revenues (2) % (3) % (3) % Interest income $ 265 (3) % $ 272 33 % $ 204 Foreign exchange and other 6 ** 23 ** (7) Total interest income and other, net $ 271 (8) % $ 295 50 % $ 197 Percentage of net revenues 2 % 3 % 2 % ** Percentage change not meaningful Interest expense decreased during 2025 compared to 2024 primarily due to a lower average notional amount of outstanding debt.
The following table presents cost of net revenues for the periods indicated (in millions, except percentages): Year Ended December 31, 2024 % Change 2023 % Change 2022 Cost of net revenues (1)(2) $ 2,880 2 % $ 2,833 6 % $ 2,680 % of net revenues 28 % 28 % 27 % (1) Cost of net revenues were net of immaterial hedging activity during 2024, 2023 and 2022, respectively.
The following table presents cost of net revenues for the periods indicated (in millions, except percentages): Year Ended December 31, 2025 % Change 2024 % Change 2023 Cost of net revenues (1)(2) $ 3,169 10 % $ 2,880 2 % $ 2,833 % of net revenues 29 % 28 % 28 % (1) Cost of net revenues were net of immaterial hedging activity during 2025, 2024 and 2023, respectively.
As of December 31, 2024, 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 $1.6 billion.
As of December 31, 2025, 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 $650 million.
(2) Foreign currency movements relative to the U.S. dollar had a favorable impact of $2 million during 2024 compared to a favorable impact of $52 million and an unfavorable impact of $320 million during 2023 and 2022, respectively.
(2) Foreign currency movements relative to the U.S. dollar had a favorable impact of $47 million during 2025 compared to favorable impacts of $2 million and $52 million during 2024 and 2023, respectively.
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.
We intend to fund the transaction with cash on hand. 49 Table of Contents 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.
The following table presents net revenues by geography for the periods indicated (in millions, except percentages): Year Ended December 31, 2024 % Change 2023 % Change 2022 United States $ 5,238 3 % $ 5,073 5 % $ 4,842 % of net revenues 51 % 50 % 49 % International 5,045 — % 5,039 2 % 4,953 % of net revenues 49 % 50 % 51 % Net revenues (1)(2) $ 10,283 2 % $ 10,112 3 % $ 9,795 (1) Net revenues included $54 million of hedging losses during 2024 compared to $56 million and $140 million of hedging gains during 2023 and 2022, respectively.
The following table presents net revenues by geography for the periods indicated (in millions, except percentages): Year Ended December 31, 2025 % Change 2024 % Change 2023 United States $ 5,789 11 % $ 5,238 3 % $ 5,073 % of net revenues 52 % 51 % 50 % International 5,311 5 % 5,045 — % 5,039 % of net revenues 48 % 49 % 50 % Net revenues (1)(2) $ 11,100 8 % $ 10,283 2 % $ 10,112 (1) Net revenues included $41 million of hedging losses during 2025 compared to $54 million of hedging losses during 2024 and $56 million of hedging gains during 2023.
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 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. During 2025, we repurchased $2.5 billion of our common stock under our stock repurchase program.
The covenants of the credit agreement are discussed in “Note 10 — Debt” to the consolidated financial statements included in this report. As of December 31, 2024, we had $450 million aggregate principal amount of commercial paper notes outstanding; therefore, $1.6 billion of borrowing capacity was available for other purposes permitted by the credit agreement.
The covenants of the credit agreement are discussed in “Note 9 — Debt” to the consolidated financial statements included in this report. As of December 31, 2025, we had no commercial paper notes outstanding; therefore, $2.0 billion of borrowing capacity was available for other purposes permitted by the credit agreement.
Gross Merchandise Volume (“GMV”) grew during 2024 as we executed on our strategy, including across Focus Categories, country-specific investments, and horizontal initiatives. Improvement was driven by cross-category shopping, horizontal innovation, country-specific initiatives and growth in recommerce.
We earn revenue primarily through fees collected on paid transactions, first-party advertising and shipping. Gross Merchandise Volume (“GMV”) grew during 2025 as we executed on our strategy, including across Focus Categories, country-specific investments, and horizontal initiatives. Improvement was driven by cross-category shopping, horizontal innovation, country-specific initiatives and growth in recommerce.
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): Year Ended December 31, 2024 2023 % Change As Reported (1) Exchange Rate Effect FX-Neutral As Reported As Reported FX-Neutral Net revenues $ 10,283 $ 2 $ 10,281 $ 10,112 2 % 2 % GMV $ 74,667 $ 430 $ 74,237 $ 73,206 2 % 1 % Take rate 13.77 % 13.81 % (0.04) % Year Ended December 31, 2023 2022 % Change As Reported (1) Exchange Rate Effect FX-Neutral As Reported As Reported FX-Neutral Net revenues $ 10,112 $ 52 $ 10,060 $ 9,795 3 % 4 % GMV $ 73,206 $ (44) $ 73,250 $ 73,900 (1) % (1) % Take rate 13.81 % 13.25 % 0.56 % (1) Net revenues included $54 million of hedging losses during 2024 compared to $56 million and $140 million of hedging gains during 2023 and 2022, respectively.
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): Year Ended December 31, 2025 2024 % Change As Reported (1) Exchange Rate Effect FX-Neutral As Reported As Reported FX-Neutral Net revenues $ 11,100 $ 47 $ 11,053 $ 10,283 8 % 7 % GMV $ 79,609 $ 713 $ 78,896 $ 74,667 7 % 6 % Take rate 13.94 % 13.77 % 0.17 % Year Ended December 31, 2024 2023 % Change As Reported (1) Exchange Rate Effect FX-Neutral As Reported As Reported FX-Neutral Net revenues $ 10,283 $ 2 $ 10,281 $ 10,112 2 % 2 % GMV $ 74,667 $ 430 $ 74,237 $ 73,206 2 % 1 % Take rate 13.77 % 13.81 % (0.04) % (1) Net revenues included $41 million of hedging losses during 2025 compared to $54 million of hedging losses during 2024 and $56 million of hedging gains during 2023.
Cash provided by continuing investing activities of $240 million in 2023 was primarily attributable to proceeds of $14.5 billion from the maturities and sales of investments, partially offset by cash paid for investments of $13.9 billion and property and equipment of $456 million.
Continuing Investing Activities Cash provided by continuing investing activities of $1.4 billion in 2025 was primarily attributable to proceeds of $8.7 billion from the maturities and sales of investments, partially offset by cash paid for investments of $6.7 billion and property and equipment of $525 million.
Marketing program costs represent traffic acquisition costs in various channels such as paid search, affiliates marketing and display advertising, as well as brand campaigns and buyer/seller communications.
Marketing program costs represent promotional expenses incurred across various channels, such as paid search, affiliate marketing, display advertising, brand campaigns and buyer/seller communications.
Seasonal trends in net revenues have been influenced by macroeconomic conditions, foreign exchange rate fluctuations, as well as the introduction and scaling of new products and initiatives by us and our competitors.
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 net proceeds from the issuances of these senior notes were used for general corporate purposes, including, among other things, capital expenditures, share repurchases, repayment of indebtedness and acquisitions.
Future interest payments associated with the senior notes totaled an aggregate of $2.6 billion, with an aggregate of $237 million payable within 12 months. The net proceeds from the issuances of these senior notes were used for general corporate purposes, including, among other things, capital expenditures, share repurchases, repayment of indebtedness and acquisitions.
In February 2025, our Board declared a cash dividend of $0.29 per share of common stock to be paid on March 28, 2025 to stockholders of record as of March 14, 2025.
In February 2026, our Audit Committee, pursuant to delegated authority from our Board, declared a cash dividend of $0.31 per share of common stock to be paid on March 20, 2026 to stockholders of record as of March 6, 2026.
In January 2025, we repaid the $450 million aggregate principal amount of the previously outstanding commercial paper notes on the date of maturity.
In 2025, we repaid the $800 million aggregate principal amount of our previously outstanding 1.900% senior notes on the date of maturity. In 2024, we repaid the $750 million aggregate principal amount of our previously outstanding 3.450% senior notes on the date of maturity.
The increase in sales and marketing expenses during 2024 compared to 2023 was primarily due to a $163 million increase in marketing program costs and user coupons, partially offset by a $74 million decrease in employee-related costs. 45 Table of Contents Product Development Product development expenses primarily consist of employee compensation (including stock-based compensation), contractor costs, facilities costs and depreciation on equipment.
The increase in sales and marketing expenses during 2025 compared to 2024 was primarily due to increases of $30 million in employee-related costs and $23 million due to the unfavorable impact of foreign currency movements. 43 Table of Contents Product Development Product development expenses primarily consist of employee compensation (including stock-based compensation), contractor costs, facilities costs and depreciation on equipment.
Cash used in continuing financing activities of $2.5 billion in 2023 was primarily driven by common stock repurchases of $1.4 billion, debt repayments of $1.2 billion related to the repayment of our floating rate and 2.750% senior notes due 2023, and $528 million of cash dividends paid, partially offset by net funds receivable and payable activity of $717 million driven by changes in payment processors.
Continuing Financing Activities Cash used in continuing financing activities of $3.7 billion in 2025 was primarily driven by common stock repurchases of $2.5 billion, debt repayments of $2.4 billion related to commercial paper and $1.2 billion related to our 5.900% and 1.900% senior notes due 2025 and $531 million of cash dividends paid, partially offset by borrowing under our commercial paper program of $2.0 billion, proceeds from debt issuances of $1.0 billion and net funds receivable and payable activity of $200 million.
Interest income increased during 2024 compared to 2023 primarily due to a higher average notional amount and higher yields on fixed-income investments.
Interest income decreased during 2025 compared to 2024 primarily due to a lower average notional amount of fixed-income investments.
Capitalized internal use and platform development costs were $108 million and $115 million in 2024 and 2023, respectively. These costs are primarily reflected as a cost of net revenues when amortized in future periods.
The increase in product development expenses during 2025 compared to 2024 was primarily due to an increase in employee-related costs. Capitalized platform development costs were $134 million and $108 million in 2025 and 2024, respectively. These costs are primarily reflected as a cost of net revenues when amortized in future periods.
In February and December 2024, our Board authorized an incremental $2.0 billion and $3.0 billion, respectively, under our stock repurchase program in addition to the $4.0 billion previously authorized in 2022.
In February 2026, our Audit Committee, pursuant to delegated authority from our Board, authorized an incremental $2.0 billion under our stock repurchase program in addition to the $5.0 billion previously authorized in 2024.
Cash provided by continuing operating activities of $2.4 billion in 2024 compared to $2.4 billion in 2023 was primarily attributable to a $377 million increase in operating income offset by working capital movements.
Cash provided by continuing operating activities of $2.0 billion in 2025 compared to $2.4 billion in 2024 was primarily due to an increase in cash paid for income taxes of $685 million and other working capital movements, partially offset by an $817 million increase in net revenues.
The increase in cost of net revenues during 2024 compared to 2023 was primarily due to a $53 million increase related to the expansion of promoted listings products, a $50 million increase related to indirect tax expenses, a $32 million increase related to the ramp of eBay International Shipping, and an $11 million disposition of data center equipment, partially offset by a $66 million decrease in depreciation expense due to the change in our estimate of the useful lives for our servers and networking equipment and a $38 million decrease in payment processing costs driven by rate improvements.
The increase in cost of net revenues during 2025 compared to 2024 was primarily due to increases of $108 million in shipping costs, $61 million in cost of promoted listings products, $55 million in depreciation expense due to the prior year benefit related to the change in useful lives of our servers and networking equipment, $37 million in customer support costs, $32 million in payment processing costs and $11 million in authentication costs, partially offset by a $37 million benefit from the settlement of a multi-year contract and a $35 million decrease in indirect tax expense.
See “Note 15 — Income Taxes” to the consolidated financial statements included in this report for more information on estimated settlements within the next 12 months. 48 Table of Contents Liquidity and Capital Resources Cash Flows Year Ended December 31, 2024 2023 2022 (In millions) Net cash provided by (used in): Continuing operating activities $ 2,414 $ 2,431 $ 2,627 Continuing investing activities 2,213 240 2,459 Continuing financing activities (3,806) (2,450) (3,792) Effect of exchange rates on cash, cash equivalents and restricted cash (28) 5 (57) Net decrease in cash, cash equivalents and restricted cash - discontinued operations — (5) (371) Net increase in cash, cash equivalents and restricted cash $ 793 $ 221 $ 866 Continuing Operating Activities Our operating cash flows arise primarily from cash received from our customers on our Marketplace platforms offset by cash payments for sales and marketing, employee compensation and payment processing expenses.
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. 46 Table of Contents Liquidity and Capital Resources Cash Flows Year Ended December 31, 2025 2024 2023 (In millions) Net cash provided by (used in): Continuing operating activities $ 2,009 $ 2,414 $ 2,431 Continuing investing activities 1,420 2,213 240 Continuing financing activities (3,661) (3,806) (2,450) Effect of exchange rates on cash, cash equivalents and restricted cash 51 (28) 5 Net decrease in cash, cash equivalents and restricted cash - discontinued operations (50) — (5) Net increase (decrease) in cash, cash equivalents and restricted cash $ (231) $ 793 $ 221 Continuing Operating Activities Our operating cash flows arise primarily from cash received from our customers on our Marketplace platforms, offset by cash payments for sales and marketing, employee compensation and payment processing expenses.
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 expect the gross amount of unrecognized tax benefits to be reduced within the next 12 months by at least $170 million.
Income Taxes 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.
As of December 31, 2024, we had fixed-rate senior notes outstanding with an aggregate principal amount of $7.0 billion, with $1.2 billion payable within 12 months. Future interest payments associated with the senior notes totaled an aggregate of $2.1 billion, with an aggregate of $223 million payable within 12 months.
In 2023, we repaid the $1.2 billion aggregate principal amount of our previously outstanding floating rate and 2.750% senior notes on the date of maturity . As of December 31, 2025, we had fixed-rate senior notes outstanding with an aggregate principal amount of $6.8 billion, with $0.8 billion payable within 12 months.
Operating Expenses The following table presents operating expenses for the periods indicated (in millions, except percentages): Year Ended December 31, 2024 % Change 2023 % Change 2022 Sales and marketing $ 2,319 5 % $ 2,217 4 % $ 2,136 % of net revenues 23 % 22 % 22 % Product development 1,479 (4) % 1,544 16 % 1,330 % of net revenues 14 % 15 % 14 % General and administrative 914 (24) % 1,196 24 % 963 % of net revenues 9 % 12 % 10 % Provision for transaction losses 353 (2) % 360 8 % 332 % of net revenues 3 % 4 % 3 % Amortization of acquired intangible assets 20 ** 21 ** 4 Total operating expenses (1)(2) $ 5,085 (5) % $ 5,338 12 % $ 4,765 (1) Operating expenses were net of immaterial hedging activity during 2024, 2023 and 2022, respectively.
Operating Expenses The following table presents operating expenses for the periods indicated (in millions, except percentages): Year Ended December 31, 2025 % Change 2024 % Change 2023 Sales and marketing $ 2,394 3 % $ 2,319 5 % $ 2,217 % of net revenues 22 % 23 % 22 % Product development 1,642 11 % 1,479 (4) % 1,544 % of net revenues 15 % 14 % 15 % General and administrative 1,198 31 % 914 (24) % 1,196 % of net revenues 11 % 9 % 12 % Transaction losses 396 12 % 353 (2) % 360 % of net revenues 4 % 3 % 4 % Amortization of acquired intangible assets 24 ** 20 ** 21 Total operating expenses (1) $ 5,654 11 % $ 5,085 (5) % $ 5,338 (1) Foreign currency movements relative to the U.S. dollar had an unfavorable impact of $34 million on operating expenses during 2025 compared to an unfavorable impact of $9 million during 2024 and a favorable impact of $16 million during 2023. ** Percentage change not meaningful 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.
For additional details related to our leases, please see “Note 11 — Leases” to the consolidated financial statements included in this report. Purchase Obligations Purchase obligation amounts include minimum purchase commitments for advertising, capital expenditures (including for computer equipment, software applications, engineering development services, and construction contracts) and other goods and services entered into in the ordinary course of business.
Purchase Obligations Purchase obligation amounts include minimum purchase commitments for advertising, capital expenditures (including for computer equipment, software applications, engineering development services, construction contracts and transportation-related assets) and other goods and services entered into in the ordinary course of business. As of December 31, 2025, we had purchase obligations of $271 million, with $164 million payable within 12 months.
The decrease in provision for transaction losses during 2024 compared to 2023 was primarily due to favorable fluctuations in buyer and seller fraud rates. 46 Table of Contents Gain (loss) on equity investments and warrant, net Gain (loss) on equity investments and warrant, net primarily consists of gains and losses related to our various types of equity investments, including our equity investments in Adevinta, Adyen, Aurelia and Gmarket, and gains and losses due to changes in fair value of the warrant received from Adyen.
The increase in transaction losses during 2025 compared to 2024 was primarily driven by volume as well as the ramping of shipping programs and unfavorable fluctuations in buyer and seller fraud and recovery rates. 44 Table of Contents 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, including our equity investments in Adevinta ASA (“Adevinta”), Adyen N.V.
The following table presents net revenues for the periods indicated (in millions, except percentages): Year Ended December 31, 2024 % Change 2023 % Change 2022 Marketplace revenues $ 8,648 — % $ 8,669 — % $ 8,644 Advertising revenues 1,635 13 % 1,443 25 % 1,151 Net revenues $ 10,283 2 % $ 10,112 3 % $ 9,795 Seasonality We expect volume on our Marketplace platforms to trend with general consumer buying patterns.
The following table presents net revenues for the periods indicated (in millions, except percentages): Year Ended December 31, 2025 % Change 2024 % Change 2023 Marketplace revenues (1) $ 9,107 5 % $ 8,648 — % $ 8,669 Advertising revenues (1) 1,993 22 % 1,635 13 % 1,443 Net revenues $ 11,100 8 % $ 10,283 2 % $ 10,112 (1) Beginning January 1, 2025, we began classifying certain immaterial revenues previously reported as Marketplace revenues as Advertising revenues.
See “Note 13 — Stockholders’ Equity” to the consolidated financial statements included in this report for more information about our stock repurchase program. Dividends We paid a total of $533 million and $528 million in cash dividends in 2024 and 2023, respectively.
As of December 31, 2025, a total of $0.8 billion remained available for future repurchases of our common stock. See “Note 12 — Stockholders’ Equity” to the consolidated financial statements included in this report for more information about our stock repurchase program.
See “Note 12 — Commitments and Contingencies” and “Note 18 — Restructuring” to the consolidated financial statements included in this report for additional details regarding our legal matters and the restructuring, respectively.
For additional details related to our leases, please see “Note 10 — Leases” to the consolidated financial statements included in this report.
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.
As of December 31, 2025, we had no commercial paper notes outstanding. 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.
Income Tax Provision (Benefit) The following table presents provision for income taxes and effective tax rate for the periods indicated (in millions, except percentages): Year Ended December 31, 2024 2023 2022 Income tax provision (benefit) $ 297 $ 932 $ (327) Effective tax rate 13.0 % 25.1 % 20.4 % The decrease in our effective tax rate during 2024 compared to 2023 was primarily due to benefits from the sale of Gmarket, research and development tax credits generated, excess tax benefits on stock-based compensation and the 2023 non-recurring remeasurement of deferred tax assets related to a tax rate reduction and an increase in reserves for uncertain tax positions, partially offset by a benefit from the release of a valuation allowance.
Income Tax Provision The following table presents provision for income taxes and effective tax rate for the periods indicated (in millions, except percentages): Year Ended December 31, 2025 2024 2023 Income tax provision $ 311 $ 297 $ 932 Effective tax rate 13.5 % 13.0 % 25.1 % The increase in our effective tax rate for 2025 compared to 2024 was primarily driven by lower benefits in 2025 resulting from audit settlements and the net impact of the One Big Beautiful Bill Act, relative to the benefits from the sale of Gmarket recognized in 2024.
The following sections summarizes our fixed contractual obligations and commitments. Senior Notes In 2024, we repaid the $750 million aggregate principal amount of our previously outstanding 3.450% senior notes on the date of maturity. In 2023, we repaid the $1.2 billion aggregate principal amount of our floating rate and 2.750% senior notes on the date of maturity.
We also repaid the $800 million aggregate principal amount of our previously outstanding 1.900% senior notes due 2025 on the date of maturity. We issued $2.0 billion aggregate principal amount of commercial paper notes and repaid the $2.5 billion aggregate principal amount of the previously outstanding commercial paper notes on the dates of maturity.
The decrease in general and administrative expenses during 2024 compared to 2023 was primarily due to a $56 million legal accrual release during 2024 compared to a $65 million legal expense recognized during 2023 and an $8 million restructuring accrual release during 2024 compared to a $141 million restructuring expense recognized during 2023.
The increase in general and administrative expenses during 2025 compared to 2024 was primarily due to $91 million of senior leader transitions and restructuring costs, $61 million of legal accruals recorded during 2025, $56 million in employee-related costs and legal accrual releases in 2024 of $56 million.
In February 2025, our Board declared a cash dividend of $0.29 per share of common stock to be paid on March 28, 2025 to stockholders of record as of March 14, 2025. 41 Table of Contents RESULTS OF OPERATIONS We have one reportable segment, which reflects how the chief operating decision maker (“CODM”), President and Chief Executive Officer, reviews and assesses performance of the business.
The transaction is currently expected to close in the second quarter of 2026, subject to the satisfaction of certain closing conditions and receipt of required regulatory approvals. 39 Table of Contents RESULTS OF OPERATIONS We have one reportable segment, which reflects how the chief operating decision maker, our President and Chief Executive Officer, reviews and assesses performance of the business.
In the first and fourth quarter, our Board authorized an incremental $2.0 billion and $3.0 billion, respectively, under our stock repurchase program, with no expiration from the date of authorization. In the third quarter, we repaid $750 million aggregate principal amount of our previously outstanding 3.450% senior notes on the date of maturity.
In February 2026, our Audit Committee, pursuant to delegated authority from our Board, authorized an incremental $2.0 billion under our stock repurchase program in addition to the $5.0 billion previously authorized in 2024. Our stock repurchase program has no expiration from the date of authorization.
In the United Kingdom and Germany, we continued to experience challenging macroeconomic conditions and lower consumer confidence, with offsetting growth in P&A and consumer-to-consumer volume. Cross-border trade was a key driver of International GMV growth, led by exports from Greater China and Japan into our major markets.
The increase in GMV was also attributable to increases in both sold items and average selling price, the expansion of the Klarna buyer payment option and efficiency in lower-funnel marketing spend. International GMV growth was primarily driven by cross-border trade, led by increased exports from Greater China and Japan into our major markets.
FX-Neutral net revenues (as defined above) also increased 2% compared to 2023. Operating margin increased to 22.5% compared to 19.2% in 2023. We generated cash flow from continuing operating activities of $2.4 billion in both 2024 and 2023.
Operating margin decreased to 20.5% compared to 22.5% in 2024 primarily due to higher non-recurring general and administrative expenses related to legal matters and restructuring and higher costs associated with our shipping programs. We generated cash flow from continuing operating activities of $2.0 billion in 2025 compared to $2.4 billion in 2024.
In January 2025, we repaid the $450 million aggregate principal amount of the previously outstanding commercial paper notes on the date of maturity. 50 Table of Contents Credit Agreement We have a credit agreement that provides for an unsecured $2.0 billion five-year revolving credit facility.
In 2025, we issued $2.0 billion aggregate principal amount of commercial paper notes, of which $1.6 billion aggregate principal amount had original maturities 90 days or less and $0.4 billion aggregate 48 Table of Contents principal amount had original maturities greater than 90 days and we repaid the $2.5 billion aggregate principal amount of the previously outstanding commercial paper notes on the dates of maturity.
Removed
We recognized $76 million of aggregate losses on equity investments and warrant in our consolidated statement of income compared to $1.8 billion of aggregate gains recognized during 2023. We repurchased $3.1 billion of common stock and paid $533 million in cash dividends.
Added
As a global commerce leader and third-party marketplace, our technologies and services are designed to provide buyers choice and a breadth of relevant inventory from around the globe and to enable sellers’ access to eBay’s 135 million buyers worldwide. Our business model is designed such that we are successful when our sellers are successful.

… 40 more changes not shown on this page.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

16 edited+0 added−1 removed14 unchanged
Biggest changeOur 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 warrant, net,” the change in fair value of the equity method investments accounted for under the fair value option.
Biggest changeOur consolidated results of operations include, as a component of “Gain (loss) on equity investments and warrants, net,” our share of the net income or loss of the equity investments accounted for under the equity method of accounting and the change in fair value of the equity investments accounted for under the fair value option.
For contracts not designated as cash flow hedges for accounting purposes, the derivative’s gain or loss is recognized immediately in earnings in our consolidated statement of income. However, only certain revenue and costs are eligible for cash flow hedge accounting.
For contracts not designated as cash flow hedges for accounting purposes, the derivative’s gain or loss is recognized immediately in earnings on our consolidated statement of income. However, only certain revenue and costs are eligible for cash flow hedge accounting.
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 qualifying 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 transaction affects earnings.
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 10 — Debt” to our consolidated financial statements included in this report.
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 our consolidated financial statements included in this report.
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 7 — Derivative Instruments” to our consolidated financial statements included in this report.
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 consolidated financial statements included in this report.
The following table illustrates the fair values of outstanding foreign exchange contracts designated as cash flow hedges and foreign exchange contracts not designated for hedge accounting and the before-tax effect on fair values of a hypothetical adverse change in the foreign exchange rates that existed as of December 31, 2024.
The following table illustrates the fair values of outstanding foreign exchange contracts designated as cash flow hedges and foreign exchange contracts not designated for hedge accounting and the before-tax effect on fair values of a hypothetical adverse change in the foreign exchange rates that existed as of December 31, 2025.
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 consolidated statement of cash flows and results of operations through the purchase of foreign currency exchange contracts.
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 on our reported consolidated statement of cash flows and results of operations through the purchase of foreign currency exchange contracts.
For additional details related to our investments, please see “Note 6 — Investments” to our consolidated financial statements included in this report. 56 Table of Contents 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 euro, subjecting us to foreign currency risk, which may adversely impact our financial results.
For additional details related to our investments, please see “Note 5 — Investments” to our consolidated financial statements included in this report. 54 Table of Contents 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 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 do not entirely eliminate, the impact of adverse currency exchange rate movements. Most of these contracts are designated as cash flow hedges for accounting purposes.
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.
Taking into consideration the offsetting effect of foreign exchange forwards in place, these changes would have resulted in an immaterial adverse impact on income before income taxes as of December 31, 2024. 57 Table of Contents
Taking into consideration the offsetting effect of foreign exchange forwards in place, these changes would have resulted in an immaterial adverse impact on income before income taxes as of December 31, 2025. 55 Table of Contents
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, government bonds and corporate debt securities.
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.
A hypothetical 1% (100 basis point) increase in interest rates would have resulted in a decrease in the fair value of our investments of $49 million and $20 million as of December 31, 2024 and 2023, respectively.
A hypothetical 1% (100 basis point) increase in interest rates would have resulted in a decrease in the fair value of our investments of $30 million and $49 million as of December 31, 2025 and 2024, respectively.
Fair Value Asset/(Liability) Fair Value Sensitivity (In millions) Foreign exchange contracts - Cash flow hedges $ 55 $ (89) Foreign exchange contracts - Not designated for hedge accounting $ 2 $ (72) 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.
Fair Value Asset/(Liability) Fair Value Sensitivity (In millions) Foreign exchange contracts - Cash flow hedges $ 15 $ (89) Foreign exchange contracts - Not designated for hedge accounting $ 4 $ (34) 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.
As of December 31, 2024, approximately 35% of our total cash and investments was held in “Cash and cash equivalents” and “Customer accounts.” As such, changes in interest rates will impact interest income.
As of December 31, 2025, approximately 42% of our total cash and investments was held in “Cash and cash equivalents” and “Customer accounts.” As such, changes in interest rates will impact interest income.
As of December 31, 2024, the balance of our corporate debt and government bond securities was $4.8 billion, which represented approximately 52% of our total cash and investments. Investments in both fixed-rate and floating-rate interest-earning instruments carry varying degrees of interest rate risk.
As of December 31, 2025, the balance of our corporate bonds, commercial paper and government and agency securities was $2.9 billion, which represented approximately 42% of our total cash and investments. Investments in both fixed-rate and floating-rate interest-earning instruments carry varying degrees of interest rate risk.
S ubsequent changes in fair value are recognized in “Gain (loss) on equity investments and warrant, net.” As of December 31, 2024, our equity investments totaled $1.1 billion, which represented approximately 12% of our total cash and investments, and primarily related to our equity investment in Adevinta.
Such changes in the basis of the equity investment are recognized in “Gain (loss) on equity investments and warrants, net.” As of December 31, 2025, our equity investments totaled $929 million, which represented approximately 14% of our total cash and investments, and primarily related to our equity investment in Adevinta.
Removed
Such changes in the basis of the equity investment are recognized in “Gain (loss) on equity investments and warrant, net.” Equity investments under the fair value option are measured at fair value based on a quarterly valuation analysis and are classified within Level 3 in the fair value hierarchy as the valuation reflects management’s estimate of assumptions that market participants would use in pricing the equity investment.