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What changed in ETSY INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of ETSY 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.

+542 added−857 removedSource: 10-K (2026-02-19) vs 10-K (2025-02-19)

Top changes in ETSY INC's 2025 10-K

542 paragraphs added · 857 removed · 333 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

57 edited+108 added−370 removed15 unchanged
Biggest changeCG-EC-330a.4 Percentage of technical employees who are H-1B visa holders 4.1 % 3.7 % 3.8 % Product Packaging and Distribution CG-EC-410a.1 Total greenhouse gas (“GHG”) footprint of product shipments in metric tons CO 2 e 260,522 † 276,559 † 339,395 † Total GHG footprint of packaging in metric tons CO 2 e 77,865 † 56,826 † 57,911 † CG-EC-410a.2 Discussion of strategies to reduce the environmental impact of product delivery. • For information on our strategies related to reducing the environmental impact of product delivery see our Net Zero section on page 22 and Marketplace Sustainability section on page 25 . 33 Table of Contents GHG Emissions Summary (“tCO 2 e”) GHG Emissions by Scope 2024 2023 2022 Scope 1 284 † 330 † 371 † Scope 2 - Market — † — † — † Scope 2 - Location 1 926 † 813 † 542 † Scope 3 478,282 468,594 531,638 Scope 3 Emissions Intensity (tCO2e/ million $ gross profit) 235 246 293 Scope 3 GHG Emissions by Activity Source Category 1: Purchased Goods & Services 2 Purchased Goods & Services (excluding Computing) 113,823 † 102,157 † 106,434 † Cloud Computing - Google Cloud (Etsy marketplace) 10,040 † 15,397 † 12,054 † Other Computing 2,109 † 2,012 † 1,836 † Category 3: Fuel & Energy Related Activities 3 Fuel & Energy Related Activities Not Included in Scope 1 or Scope 2 231 251 3,429 Category 5: Waste Generated in Operations Waste 5 6 5 Water 10 9 4 Category 6: Business Travel 3 Air Travel 4,375 † 4,093 † 1,067 † Other Business Travel 717 462 163 Category 7: Employee Commuting 3 Commuting 552 344 1,042 Remote Workers 545 754 1,401 Category 9: Downstream Transportation & Distribution Shipping 4 260,522 † 276,559 † 339,395 † Packaging 4 77,865 † 56,826 † 57,911 † Category 11: Use of Sold Products 3 End User Energy Use 7,488 † 9,724 † 6,897 † Additional Environmental Metrics (unit of measure) Energy (Megawatt hours) Offices - Electricity 2,666 2,568 Offices - Heating 1,545 1,758 Remote Working - Electricity 1,737 2,106 Remote Working - Heating 1,809 1,871 Refrigerants (tCO 2 e included in Scope 1) 3 11 † Etsy commissioned an external third-party to perform attest procedures with respect to our carbon and energy metrics for the reporting period.
Biggest changeGHG Emissions Summary (“tCO 2 e”) 2025 2024 2023 Scope 1 333 † 284 † 330 † Scope 2 - Market 0 † 0 † 0 † Scope 2 - Location 915 † 926 † 813 † Scope 3 416,665 460,092 462,296 Scope 3 Emissions Intensity (tCO2e / million $ gross profit) 202 226 243 Scope 3 GHG Emissions by Activity Source Category 1: Purchased Goods & Services (total) 1 73,330 107,782 113,268 Non-Computing 62,166 † 95,435 96,042 Computing 11,164 † 12,347 17,226 Category 3: Fuel & Energy Related Activities 223 231 251 Category 5: Waste Generated in Operations 2 22 15 15 Category 6: Business Travel 2 3,930 † 5,092 4,555 Category 7: Employee Commuting and Remote Working 2 1,129 1,097 1,098 Category 9: Downstream Transportation & Distribution (total) [CN404-04] 332,150 338,387 333,385 Shipping 259,311 † 260,522 † 276,559 † 11 Table of Contents Scope 3 GHG Emissions by Activity Source (continued) 2025 2024 2023 Packaging 72,839 † 77,865 † 56,826 † Category 11: Use of Sold Products - End User Energy Use 5,881 † 7,488 † 9,724 † Additional Environmental Metrics (unit of measure) Offices - Electricity (MWh) 2,603 2,666 2,568 Offices - Heating (MWh) 1,788 1,545 1,758 Remote Working - Electricity (MWh) 1,643 1,737 2,106 Remote Working - Heating (MWh) 1,763 1,809 1,871 Refrigerants (tCO 2 e included in Scope 1) 9 3 11 Notes on Our GHG Inventory The above emissions are not net of the application of carbon offsets. 1 In 2025, we switched emissions factors for our purchased goods and services data calculations from 2023-2025 above and have integrated the updates into our ‘Etsy, Inc.
Where we identify gaps, we open dialogues with our vendors, using these guidelines as a north star: • Ensuring our contractors receive a progressive living wage, adjusted for market conditions, based on location. • Using our leverage with vendor partners to achieve a progressive and flexible paid leave policy for all full-time contractors, including vacation time, sick time, and gender-neutral parental leave. • Ensuring all full-time contractors have access to quality medical care for themselves and their dependents.
Where we identify gaps, we open dialogues with our vendors, using these guidelines as a north star: • Ensuring contractors receive a living wage, adjusted for market conditions, based on location. • Using our leverage with vendor partners to achieve a progressive and flexible paid leave policy for all full-time contractors, including vacation time, sick time, and parental leave. • Ensuring all full-time contractors have access to quality medical care for themselves and their dependents.
In addition, we compete with retailers and marketplaces of all shapes and sizes for the attention of our buyers. A buyer has the choice of shopping with any online or offline venue, whether large e-commerce marketplaces, national retail chains, local consignment and vintage stores, social commerce channels, resale marketplaces, or other venues or marketplaces.
In addition, we compete with retailers and marketplaces of all shapes and sizes for the attention of our buyers. A buyer has the choice of shopping with any online or offline venue, whether large e-commerce marketplaces, national retail chains, local consignment and vintage stores, social commerce channels, agentic experiences, resale marketplaces, and other venues or marketplaces.
Scope 3 greenhouse gas emissions* mt per million dollars of gross profit By year end 2030, we aim to achieve a 52% reduction from a 2020 base year. 37% reduction vs. baseline By year end 2040, we aim to achieve a 97% reduction from a 2020 base year. * Scope 1 emissions include direct emissions such as natural gas and refrigerants used at our offices.
Scope 3 greenhouse gas emissions* mt per million dollars of gross profit By year end 2030, we aim to achieve a 52% reduction from a 2020 base year. 45% reduction vs. baseline By year end 2040, we aim to achieve a 97% reduction from a 2020 base year. *Scope 1 emissions include direct emissions such as natural gas and refrigerants used at our offices.
Brand Key Performance Indicators Targets Our Progress Absolute Scope 1 + 2 greenhouse gas emissions* metric tonnes (“mt”) By year end 2030, we aim to achieve a 50% reduction from a 2020 base year. 33% reduction vs. baseline By year end 2040, we aim to achieve a 90% reduction from a 2020 base year.
Brand Key Performance Indicators Targets Our Progress Absolute Scope 1 & 2 greenhouse gas emissions* metric tonnes (“mt”) By year end 2030, we aim to achieve a 50% reduction from a 2020 base year. 21% reduction vs. baseline By year end 2040, we aim to achieve a 90% reduction from a 2020 base year.
We use our required filings with the Securities and Exchange Commission (“SEC”), as well as our Investor Relations website and Etsy News blog, as our primary communications channels for information relating to our Impact strategy and progress.
Our Impact Reporting Approach We use our required filings with the Securities and Exchange Commission (“SEC”), as well as our Investor Relations website and Etsy News blog, as our primary communications channels for information relating to our Impact strategy and progress.
Our SEC reports are also available on the SEC’s website at www.sec.gov free of charge as soon as reasonably practicable after we have filed or furnished them to the SEC. 40 Table of Contents
Our SEC reports are also available on the SEC’s website at www.sec.gov free of charge as soon as reasonably practicable after we have filed or furnished them to the SEC. 17 Table of Contents
We also compete for media placements, including with retailers competing for the attention of our buyers, and increased competition can impact the cost we pay for media placements, including in dynamic auctions. Intellectual Property Protection of our technology and intellectual property is an important component of our success.
We also compete for media placements, including with retailers competing for the attention of our buyers and through agentic experiences, and increased competition can impact the cost we pay for media placements, including in dynamic auctions. Intellectual Property Protection of our technology and intellectual property is an important component of our success.
We are able to compete for sellers based on our brand awareness, the global scale of our marketplaces and the breadth of our online presence, our investments in product and marketing for the benefit of our sellers, our tools, education and services which support a seller in running her business, the number and engagement of our buyers, our policies and fees, the effectiveness of our mobile apps, the strength of our communities, and our mission.
We are able to compete for sellers based on our brand awareness, the global scale of our marketplaces and the breadth of our online presence, our investments in product and marketing for the benefit of our sellers, our tools, education and services which support sellers in running their business, the number and engagement of our buyers, our policies and fees, the effectiveness of our mobile apps, the strength of our communities, and our mission.
We generate revenue primarily from marketplace activities, including transaction (inclusive of offsite advertising), payments processing, and listing fees, as well as from optional seller services, which include on-site advertising and shipping labels.
We generate revenue primarily from marketplace activities, including transaction fees (inclusive of offsite advertising), payments processing fees, and listing fees, as well as from optional seller services such as on-site advertising and shipping labels.
In addition, in both 2023 and 2024, we increased investment in share repurchases beyond the amount required to offset the dilution created by the equity we grant to our employees as a form of compensation, and expect to continue to seek opportunities to do so as conditions warrant.
Beginning in 2023, we increased investment in share repurchases beyond the amount required to offset the dilution created by the equity we grant to our employees as a form of compensation, and expect to continue to seek opportunities to do so as conditions warrant.
We also share certain workforce metrics, such as our most recent consolidated EEO-1 report, our annual Transparency Report, and our external facing policies, including our governance policies and guidelines, privacy policy and marketplace rules on our investor relations website.
We also share certain workforce metrics, such as our most recent consolidated EEO-1 report, certain Impact-related disclosures, including our annual Transparency Report, and our external facing policies, including our governance policies and guidelines, and privacy policy, on our Investor Relations website.
Workforce Metrics As of December 31, 2024 we had approximately 2,400 total employees worldwide including approximately 180 Reverb employees and approximately 400 Depop employees. Across our employee workforce, over 70 nationalities are represented. All metrics below are as of December 31 of the stated year. Leadership is defined as Director level and above.
Workforce Metrics: As of December 31, 2025 we had 2,375 total employees worldwide including approximately 475 Depop employees. Across our employee workforce, over 70 nationalities are represented. All metrics below are as of December 31 of the stated year. Leadership is defined as Director level and above.
Attracting a World-Class Workforce Etsy’s mission to “Keep Commerce Human” requires us to serve a community of buyers and sellers that is extraordinarily diverse.
Etsy’s mission to “Keep Commerce Human” requires us to serve a community of buyers and sellers that is extraordinarily diverse.
Other Business Roles are defined as those employees who work in roles outside of the Tech definition, inclusive of non-tech Leadership positions. Gender and age metrics reflect our global employee base, while race and ethnicity metrics reflect U.S. only in the below graphs and table. We continue to value diversity at the Board level.
Other Business Roles are defined as those employees who work in roles outside of the Tech definition, inclusive of non-tech Leadership positions. Gender and age metrics reflect our global employee base, while race and ethnicity metrics reflect U.S. only in the below graphs and table.
AGE METRICS - GLOBAL* 2024† 2023† 2022† n 24 years and younger n 30-34 years n 40-49 years n 25-29 years n 35-39 years n 50+ years * Age Not Declared was 0.1% in 2024, 0.04% in 2023, and 0.1% in 2022. † Etsy commissioned an external third party to perform attest procedures with respect to our workforce metrics for the reporting period.
Age Metrics - Global* 2025† 2024† 2023† n 24 years or below n 30-34 years n 40-49 years n 25-29 years n 35-39 years n 50+ years * Age Not Declared was 0.0% in 2025, 0.1% in 2024, and 0.04% in 2023. † Etsy commissioned an external third party to perform limited assurance procedures with respect to our workforce metrics in the charts above for the reporting period.
Ensuring Equal Access to Employment As noted on page 12 , we believe teams with diverse viewpoints are better able to deliver the creativity and innovation necessary to serve our global community of buyers and sellers, and as a result we broadly seek to increase the range of backgrounds and perspectives in our workforce.
We believe teams with diverse viewpoints and backgrounds are better able to deliver the creativity and innovation necessary to serve our global community, and as a result we broadly seek to increase the range of backgrounds and perspectives in our workforce.
In alignment with our mission to “Keep Commerce Human” we are committed to upholding and promoting human rights across our marketplaces and throughout our value chain. In 2024 we partnered with Nest to create educational videos for Etsy sellers who engage with production partners.
Our Commitment to Human Rights: We are committed to upholding and promoting human rights across our marketplaces and throughout our value chain. In 2025, we continued our partnership with Nest to create educational videos for Etsy sellers who engage with production partners.
Depop's mission is to make fashion circular and its aim is to inspire more people to shop secondhand - extending the lives of their clothes and redefining fashion consumption. We estimate more than 100 million items have been given a second life*** by Depop users since the platform was founded.
Depop's mission is to make fashion circular and to inspire more people to shop secondhand - extending the lives of their clothes and redefining fashion consumption. We estimate approximately 137 million items have been given a second life 3 by Depop users since the platform was founded. 3 Represents items sold and tagged as "used" condition, not all items sold.
The videos aim to support sellers in choosing ethical and responsible production partners by introducing sellers to key topics in Etsy’s “Ethical Expectations: What We Expect from Sellers Who Work With Production Partners” policy. The first of four videos was published in 2024 and addresses our policy on child and youth labor in production partners.
The videos aim to support sellers in choosing ethical and responsible production partners by introducing sellers to key topics in Etsy’s “Ethical Expectations: What We Expect from Sellers Who Work With Production Partners” policy.
Renewable Energy We began sourcing renewable energy for our measured or calculated electricity use in 2020, and since 2022, we have sourced renewable energy for the electricity we measured or calculated as used to power Etsy marketplace, Reverb, and Depop offices and employees working from home, as well as Etsy marketplace's computing load in Google Cloud.
In 2025, we sourced renewable energy for the electricity we measured or calculated to power our offices and employees working from home, as well as Etsy marketplace's computing load in Google Cloud.
Brand Key Performance Indicators Targets Our Progress % renewable energy sourced for offices’ electricity usage, electricity usage from employees working from home, and Etsy marketplace’s Google Cloud usage 100% of quantified usage each year 100% % of offices open for more than 24 months and for which we maintain operational control with “Zero Waste” certification 100% by year end 2025 87% Intensity of our energy use in offices where we maintain operational control measured by kWh/ sq ft 25% reduction by year end 2025 from a 2016 baseline 34% reduction - offices Intensity of our energy use in computing measured by kWh/ visit 25% reduction by year end 2025 from a 2016 baseline 73% reduction - computing Striving for best-in-class sustainable operations allows us to focus on long-term cost reduction, minimizing waste, and creating a healthier office environment for our employees.
Brand Key Performance Indicators Targets Our Progress % renewable energy sourced for offices’ electricity usage, electricity usage from employees working from home, and Etsy marketplace’s Google Cloud usage 100% of quantified usage each year 100% % of offices open for more than 24 months and for which we maintain operational control with “Zero Waste” certification 100% by year end 2025 88% Intensity of our energy use in offices where we maintain operational control measured by kWh/ sq ft 10.75 kWh/sq ft by year end 2030 14.00 kWh/ sq ft Intensity of our Google Cloud computing emissions measured by location-based emissions / GMS Full year 2027 emissions intensity flat as compared to our 2025 baseline 1.79 tCO2e/ $m GMS Striving for best-in-class sustainable operations allows us to focus on long-term cost reduction, minimizing waste, and creating a healthier office environment for our employees. 12 Table of Contents Office Energy Use: In 2025, our total quantified operational energy footprint was 7,797 MWh, of which 54% was from electricity.
We continued a process to survey and evaluate our third-party partners across key practices.
We also continued to evaluate our third-party partners across key practices.
Brand Key Performance Indicators Target Our Progress Total active listings that have a circular attribute* No target set, monitoring progress 169 million active listings % of active listings that have a sustainability attribute** at December 31, 2024 No target set, monitoring progress 3% of active listings % of sellers who have added a sustainability attribute** to at least one listing at December 31, 2024 No target set, monitoring progress 8% of active sellers % of used items sold as share of total items sold >50% per year Achieved % of used item sales 25% increase by year end 2025 from a 2022 baseline 2% increase vs. baseline *Circular attributes on the Etsy marketplace are vintage, upcycled, reusable swaps, and “contains recycled content” (metal, glass, polyester, plastic, paper, or cotton), or “contains vintage gemstones.” On Depop, these attributes are used, deadstock, reworked, preloved, vintage or made from recycled cotton or polyester.
Brand Key Performance Indicators Target Our Progress Total active listings that have a circular attribute 1 No target set, monitoring progress 237 million active listings % of active listings that have a sustainability attribute 2 at December 31, 2025 No target set, monitoring progress 4% of active listings % of sellers who have added a sustainability attribute 2 to at least one listing at December 31, 2025 No target set, monitoring progress 8% of active sellers 1 Circular attributes on the Etsy marketplace are vintage, upcycled, reusable swaps, and “contains recycled content” (metal, glass, polyester, plastic, paper, or cotton), or “contains vintage gemstones.” On Depop, these attributes are deadstock, reworked, preloved, vintage, or made from recycled cotton or polyester. 2 Sustainability attributes on the Etsy marketplace are made from environmentally conscious materials or designed to be reusable or to reduce waste.
Details of these targets including actions taken as part of our efforts to achieve them and performance against each can be found on pages 22 - 23 of this Annual Report. 39 Table of Contents Available Information We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), and file or furnish reports, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to these reports, proxy statements, and other information with the SEC.
Available Information We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), and file or furnish reports, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to these reports, proxy statements, and other information with the SEC.
For Etsy Marketplace: • At December 31, 2024: ◦ 51.5% of all global employees identified as women or marginalized genders ◦ 14.9% of U.S. employees identified as Black, Latinx, or Native American ◦ 42.1% of U.S.-based software engineers identified as women or marginalized genders ◦ 17.7% of Mexico-based software engineers identified as women or marginalized genders ◦ 27.8% of Ireland-based software engineers identified as women or marginalized genders ◦ 9.7% of our U.S. and U.K. employees disclosed that they have or have had a disability 26 Table of Contents ◦ 0.5% of our U.S. employees disclosed that they are veterans that served in the armed forces ◦ 11.0% of our U.S. employees disclosed that they identify as LGBTQIA+ ◦ 33.3% of our U.S., Mexico, and Ireland employees disclosed that they are parents of children below the age of 18 through their benefits elections • Scored 100 on Disability: IN's Disability Equality Index for 2024 For Reverb: • At December 31, 2024: ◦ 35.7% of all global employees identified as women or marginalized genders ◦ 20.2% of U.S. employees identified as Black, Latinx, Native American, Asian and two or more races For Depop: • At December 31, 2024: ◦ 27.9% of U.S. and U.K. employees identified as Asian, Black, Mixed or ‘Other,’ including Latinx in the United States ◦ 26.9% of employees on engineering and data teams identified as women and marginalized genders Consolidated workforce highlights can be found below.
Consistent with how we run our business, we track our progress in diversifying our workforce through a variety of metrics at both the consolidated level and at the individual marketplace levels. 14 Table of Contents For Etsy Marketplace: • At December 31, 2025: ◦ 49.1% of all global employees identified as women or marginalized genders ◦ 15.2% of U.S. employees identified as Black, Latinx, or Native American ◦ 40.6% of U.S.-based software engineers identified as women or marginalized genders ◦ 13.4% of Mexico-based software engineers identified as women or marginalized genders ◦ 27.9% of Ireland-based software engineers identified as women or marginalized genders ◦ 13.2% of our U.S. and U.K. employees disclosed that they have or have had a disability ◦ 0.6% of our U.S. employees disclosed that they are veterans that served in the armed forces ◦ 11.8% of our U.S. employees disclosed that they identify as LGBTQIA+ ◦ 29.7% of our U.S., Mexico, and Ireland employees disclosed that they are parents of children below the age of 18 through their benefits elections ◦ 0.2% of our U.S. employees disclosed their spouse served in the armed forces For Depop: • At December 31, 2025: ◦ 31.2% of U.S. and U.K. employees identified as Asian, Black, Mixed or ‘Other,’ including Latinx in the United States ◦ 27.0% of employees on engineering and data teams identified as women and marginalized genders ◦ 9.3% of U.S. and U.K. employees disclosed that they have or have had a disability Etsy and Depop both achieved a score of 100 on DisabilityIn.org's Disability Equality Index in 2025, and remain committed to maintaining a workplace environment where employees with disabilities can achieve their full potential.
Etsy sellers help us understand broader economic trends. • They are emblematic of the changing nature of work: half work independently 2 , and only 34% have full-time employment. 1 Global Methodology: Etsy sellers with an active shop in all of our core markets (United States, United Kingdom, Germany, France, Canada and Australia) were randomly selected to take part in a 25 minute online survey between October 1, 2024 and October 16, 2024.
Global Methodology: Etsy sellers with an active shop in one of our core geographies (United States, United Kingdom, Germany, France, Canada and Australia) were randomly selected to take part in a 25 minute online survey between October 1, 2024 and October 16, 2024.
Circularity Our strategy is to inspire and enable people to participate in the circular economy where products and resources remain in use at their highest value across our marketplaces. Our communities are participating in circular systems, from the creative materials they use, to the items they sell, to the packaging they use to ship.
Circularity: We aim to inspire and enable participation in the circular economy by keeping products and resources in use at their highest value. Across our marketplaces, our communities engage in circular practices through the materials they use, the items they sell, and the packaging they ship with.
This cohort comprised 7% of our active buyers and represented approximately 41% of our 2024 GMS. 18 Table of Contents Competition For all of our marketplaces, sellers may choose to list their goods for sale with online retailers or sell their goods through craft fairs and local markets, local consignment and vintage stores and other venues and marketplaces, including through commerce channels on social networks like Facebook and Instagram.
The margin of error for the sample is +/- 0.9 percentage points. 7 Table of Contents Competition For all of our marketplaces, sellers may choose to list their goods for sale with online retailers or sell their goods through craft fairs and local markets, local consignment and vintage stores and other venues and marketplaces, including social networks and agentic experiences.
We have made consistent progress on our Net Zero goal year-over-year as seen below: n Absolute Emissions — 2030 Aligned Target — 2040 Goal n Emissions Intensity — 2030 Aligned Target — 2040 Goal Scope of our Net Zero Goal: In 2022, the Science Based Targets Initiative (“SBTi”) approved Etsy's Net Zero goal under their new Net-Zero Standard.
Below, we outline our Net Zero progress and the levers we are deploying to achieve our goal. n Absolute Emissions — 2030 Aligned Target — 2040 Goal n Emissions Intensity — 2030 Aligned Target — 2040 Goal SBTi aligned Net Zero Goal : In 2022, the Science Based Targets Initiative (“SBTi”) approved Etsy's Net Zero goal under its Net-Zero Standard.
“Zero Waste” In 2024, Etsy's Brooklyn office headquarters received “Zero Waste” certification through the Total Resource Use and Efficiency certification program by Green Business Certification Inc. for the seventh year in a row for diverting over 90% of waste from landfill. We continue to roll out a third-party tech-enabled system that measures real-time waste streams and contamination in our offices.
Zero Waste: In 2025, Etsy's Brooklyn office headquarters received “Zero Waste” certification through the Total Resource Use and Efficiency certification program by Green Business Certification Inc. for the seventh year in a row, while Etsy's Dublin office was also certified for diverting over 90% of waste from landfill.
This was achieved through our 15-year virtual power purchase agreement (“VPPA”), the purchase of international renewable energy credits for our non-U.S. electricity consumption, and on-site solar arrays at select offices. In 2024, Etsy earned more from its U.S. based VPPA than we paid, effectively reducing electricity costs for our U.S. offices.
This was achieved through our 15-year virtual power purchase agreement, the purchase of international renewable energy credits for our non-U.S. electricity consumption, on-site solar arrays at our Brooklyn office, and negotiated supplier terms.
As a result of the above changes in scope, methodology, and our continued efforts at further accountability, some categories of emissions data are not comparable from year to year.
Under SBTi’s 5% materiality threshold, revalidation is not required. Our 2020 Net Zero Target baseline includes several assured emissions categories and internally reviewed Depop data from prior to its acquisition date. As a result of the above changes in scope, methodology, and our continued efforts at further accountability, some GHG emissions data are not comparable from year to year.
We also continue to partner with Nest, Inc. to develop resources that make it easier for sellers and artisans in the U.S. and India to access climate-related disaster information and funding. Through this same partnership, we’ve advocated for improvements to FEMA and the Small Business Administration disaster relief programs to ensure the needs of home-based artisans are considered.
Through our partnership with Nest, Inc., we continue to develop resources that make it easier for sellers and artisans in the U.S. to access climate-related disaster information and funding. In 2025, we launched a free public database of climate-related resources for small businesses and makers.
We expect to continue to evolve our Impact strategy and ESG reporting in the future as our Impact work at Etsy and the broader industry matures. Our discussion of Impact strategy, highlights, and ESG data includes the operations of our Etsy, Reverb, and Depop marketplaces except where noted.
Our discussion of Impact strategy, highlights, and data includes the operations of our Etsy and Depop marketplaces except where noted.
Habitual buyers are defined as those who have spent $200 or more and made purchases on six or more days in the previous 12 months.
We continue to see significant opportunity to attract customers who have never shopped on Etsy. Habitual Buyers 5.9M ↓ 9% Y/Y Habitual buyers—defined as those who spent $200 or more and made purchases on six or more days in the past 12 months—remained pressured.
We also increased the number of grants and frequency of disbursement provided through our disaster response grant program with the Craft Emergency Relief Fund (“CERF+”), which offers grants to Etsy marketplace U.S. sellers impacted by a Federal Emergency Management Agency (“FEMA”) declared disaster.
In 2025, we deferred fees owed by nearly 77,000 sellers impacted by the Los Angeles fires and continued to partner with the Craft Emergency Relief Fund (“CERF+”) to provide individual grants of $2,000 to Etsy marketplace U.S. sellers impacted by a Federal Emergency Management Agency (“FEMA”) declared disaster.
On August 10, 2023, Etsy completed the sale of Elo7 Serviços de Informática S.A. (“Elo7”), a Brazil-based marketplace for handmade and unique items. The results of Elo7 are included in all financial and other metrics discussed in this report, unless otherwise noted, from the date of acquisition on July 2, 2021 until August 10, 2023.
The results of Reverb, until its sale on June 2, 2025, and Elo7, through its sale on August 10, 2023, are included in all financial and other metrics discussed in this report, unless otherwise noted.
We believe our commitment to supplier diversity provides access to a broader range of innovative ideas, talent, and perspectives, which ultimately leads to enhanced market reach, cost efficiency, and a more resilient supply chain -- all while aligning with our mission to “Keep Commerce Human.” During 2024, we spent $43 million with diverse-owned suppliers, which we define as woman, disability, and LGBTQ-owned globally; as well as Black, Asian-Indian, Asian-Pacific, Hispanic/Latinx, Indigenous, and veteran-owned in the United States.
We believe our commitment to supplier diversity provides access to a broader range of innovative ideas, talent, and perspectives, which ultimately leads to enhanced market reach, cost efficiency, and a more resilient supply chain.
Item 1. Business. Overview Our Mission Etsy’s mission to “Keep Commerce Human” is rooted in our belief that, although automation and commoditization are parts of modern life, human creativity cannot be automated and human connection cannot be commoditized.
Item 1. Business . Overview Our Mission to Keep Commerce Human “Keep Commerce Human” reflects our belief that creativity and connection set us apart in an increasingly automated world.
Approximately 57% of Depop sellers who made a sale in 2024 also made at least one purchase in 2024, which we believe shows the strong engagement of Depop’s user base. Nearly 94% of Depop’s GMS is in the apparel category. 64% of Depop’s GMS came from U.S. buyers and 36% came from non-U.S. buyers.
Additionally, for the year ended December 31, 2025: • Approximately 59% of Depop sellers who made a sale in 2025 also made at least one purchase in 2025, which we believe shows the strong engagement of Depop’s user base. • 93% of Depop’s GMS was in the apparel category. • 74% of Depop’s GMS came from U.S. buyers and 26% came from non-U.S. buyers. • 92% of GMS transacted on the app. • 87% of buyers over the past year were under the age of 34. 2025 Performance Recap In 2025, Depop generated $1,074.9 million in GMS, up 36.3% year-over-year, providing a tailwind to our consolidated GMS results.
We have a Supplier Code of Conduct designed to ensure that our suppliers are committed to our standards. 21 Table of Contents Environmental Building resilience for the long term Net Zero Sustainable Operations Marketplace Sustainability Net Zero Goal : Achieve Net Zero through targets aligned with the science of climate change.
Reverb data is included in historical data, but excluded from 2025 reporting except in our environmental data where it is included until June 2, 2025, when we divested the business. 9 Table of Contents Environmental Building resilience for the long term Net Zero Sustainable Operations Marketplace Sustainability Net Zero Goal: Achieve Net Zero through targets aligned with the science of climate change.
ONLY Board of Directors Overall Leadership Tech Engineering Other Business Roles n American Indian or Alaska Native* n Asian n Black/ African American n Hispanic n Not Declared n Two or More Races n White * American Indian or Alaska Native for Board of Directors was 0% in 2024, 2023, and 2022; for Overall was 0.1% in 2024, 0.1% in 2023, and 0.2% in 2022; for Leadership was 0% in 2024, 2023, and 2022; for Tech was 0.1% in 2024, 0.1% in 2023, and 0.2% in 2022; for Engineering was 0.1% in 2024, 0.1% in 2023, and 0.2% in 2022; for Other Business Roles was 0% in 2024, 0.2% in 2023, and 0.1% in 2022. † Etsy commissioned an external third party to perform attest procedures with respect to our workforce metrics for the reporting period.
Gender Metrics - Global Overall Leadership Tech Engineering Other Business Roles n Female n Male n Additional Genders* n Not Declared * Additional Genders for Overall was 1.7% in 2025, 2.0% in 2024, and 2.4% in 2023; for Leadership was 0% in 2025, 0.3% in 2024, and 0.6% in 2023; for Tech was 1.9% in 2025, 2.1% in 2024, and 2.6% in 2023; for Engineering was 2.4% in 2025, 3.0% in 2024, and 3.5% in 2023; for Other Business Roles was 1.5% in 2025, 1.3% in 2024, and 1.5% in 2023. 15 Table of Contents Race & Ethnicity Metrics - U.S. only Overall Leadership Tech Engineering Other Business Roles n American Indian or Alaska Native* n Asian n Black or African American n Hispanic n Not Declared n North African or Middle Eastern** n Two or More Races n White * American Indian or Alaska Native for Overall was 0.1% in 2025, 0.1% in 2024, and 0.1% in 2023; for Leadership was 0% in 2025, 2024, and 2023; for Tech was 0.1% in 2025, 0.1% in 2024, and 0.1% in 2023; for Engineering was 0.2% in 2025, 0.1% in 2024, and 0.1% in 2023; for Other Business Roles was 0% in 2025, 0% in 2024, and 0.2% in 2023. **North African or Middle Eastern is a new disclosure in 2025 and for Overall was 0.2%, for Leadership was 0.5%, for Tech was 0.2%, for Engineering was 0.3%, and for Other Business Roles was 0.2%.
Full details and data methodology are available at investors.etsy.com. For Age Metrics, 2022 includes Elo7 (divested). 29 Table of Contents Supply Chain Goal : Ensure an equitable supply chain that supports a broad range of businesses and brings new economic opportunities to our suppliers and their employees.
Full details and data methodology are available at investors.etsy.com. Supply Chain Goal: Promote a supply chain that upholds human rights and expands economic opportunity for a broad range of businesses and their employees. Supplier Diversity: We continue to work to build a more transparent, accessible, and competitive supply chain.
The unique nature of our sellers’ items requires that we invest in the other three elements of our strategy: search and discovery; human connections; and a trusted brand in order to deliver a best-in-class marketplace experience.
Our strategy centers on strengthening our “Right to Win” — four qualities of our marketplace which we believe are core to our efforts to gain sustainable competitive advantages: our sellers’ unique items, best-in-class search and discovery, authentic human connections, and a trusted brand that inspires confidence and loyalty.
Although we are committed to broadening the diversity of our supplier base and track this data to help measure our outreach progress, in all cases we make individual procurement decisions on the basis of merit. Advancing Partner Welfare and Compensation Etsy utilizes a number of vendors, contractors, and consultants, collectively our “vendor partners,” in the ordinary course of its business.
While we are committed to broadening the diversity of suppliers that we consider, and while we track data to help assess our efforts, in all cases we make individual procurement decisions on the basis of merit. 16 Table of Contents Advancing Partner Welfare and Compensation: In 2025, we continued to educate our vendor partners who employ contingent labor or provide outsourced business operations for Etsy on our aspirational guidelines for employment practices.
We expect this seasonality to continue in future years. 19 Table of Contents ESG Reporting: Our Impact Goals, Strategy, & Progress We have developed an Impact strategy and goals that reflect the positive impact we want to have on the world while advancing and complementing our business strategy, and we are pleased to provide this update on our progress.
We expect this seasonality to continue in future years. 8 Table of Contents Our Impact Strategy, Goals, & Progress Our Impact strategy focuses on areas where we believe Etsy can most effectively advance positive environmental and social outcomes while supporting our long-term business objectives.
This figure declined 3.5% from 2023 to 2024 due to the overall macroeconomic factors outlined on page 5 (High Level Performance Recap). We believe we have meaningful opportunities to re-accelerate this metric over time as we continue to focus on increasing buyer frequency and growing our average order value, which we believe is a relatively untapped lever.
We believe there are meaningful opportunities to accelerate growth in this metric over time as we continue to focus on increasing buyer purchase frequency and expanding average order value.
Additional details regarding the scope and data methodologies used to calculate our GHG emissions data can be found on our Investor Relations website. 35 Table of Contents The Task Force on Climate-Related Financial Disclosures Etsy treats climate change and its related impacts seriously.
Additional details regarding the scope and data methodologies used to calculate our GHG emissions data, including changes not mentioned above and in prior years, can be found on our Investor Relations website and for more information on our Net Zero progress please see our ‘Etsy, Inc.
We believe these activities are indicative of our ability to drive value for our sellers and improve buyer experiences, while also delivering more revenue for Etsy. Etsy Marketplace Opportunity We believe the e-commerce industry continues to have significant tailwinds in terms of its long-term growth opportunity, and that this overall growth bodes well for Etsy.
Growth Opportunity We believe the e-commerce industry continues to offer meaningful long-term growth opportunities, and that its sustained expansion bodes well for Etsy.
We reactivated 4.7% more lapsed buyers in 2024 on a year-over-year basis, with the majority located in the United States. 17 Table of Contents Repeat Etsy buyers represent shoppers who made purchases on two or more days in the previous 12 months. We believe repeat purchases demonstrate the loyalty of Etsy buyers.
Repeat Buyers (Non-Habitual) 34.6M ↓ 4% Y/Y Shoppers who made purchases on two or more days in the previous 12 months declined year-over-year, reflecting softer purchase frequency.
Building on the 2023 pilot, we expanded the coverage of our supplier carbon fee program in 2024. The program requires suppliers to achieve an A- on the annual Carbon Disclosure Project (“CDP”) assessment in order to avoid paying a carbon fee.
Additionally, in 2025, we adopted Google’s Carbon Footprint for Google Ads reporting, which reduced our quantified emissions relative to prior spend based estimates. 10 Table of Contents Our expanded supplier carbon fee program requires suppliers to have an A– rating or higher on the Carbon Disclosure Project (“CDP”) assessment to avoid being charged a fee.
To that end, in October 2024, Etsy’s Board of Directors approved a new $1 billion stock repurchase program. How We Make Money We see our business model as a virtuous circle: we connect sellers and buyers, enable their transactions, receive fees for our services, and reinvest in enhancing customer experiences to drive growth for Etsy and our sellers.
How We Make Money Etsy and Depop share a business model which we see as a virtuous circle: connecting sellers and buyers, enabling transactions, earning fees for our services, and reinvesting in the core business drivers of our marketplace outlined above.
For more information, see Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations— Components of Our Results of Operations—Revenue.” Marketplace Revenue (Required fees) • Transaction Fee (inclusive of Offsite Advertising Fee) • Payments Processing Fee • Listing Fee • Other Services Revenue (Optional value-added services) • On-site Advertising • Shipping Labels • Other 3 Table of Contents Our “House of Brands” Marketplaces The Etsy Marketplace Buyers come to the Etsy marketplace for meaningful, one-of-a-kind items handcrafted, handpicked, designed and sourced by our creative entrepreneurs.
For more information, see Part II, Item 8, “Financial Statements and Supplementary Data—Note 1—Basis of Presentation and Summary of Significant Accounting Policies—Revenue Recognition.” Marketplace Revenue (Required fees) • Transaction Fee (inclusive of Offsite Advertising Fee) • Payments Processing Fee • Listing Fee • Other Services Revenue (Optional value-added services) • On-site Advertising • Shipping Labels • Other Our revenue streams and efficient operating model support strong free cash flow generation.
We provide our people managers with standardized templates for development and growth conversations, and hold them accountable for having these conversations. Twice a year, managers also have the opportunity to recognize the contributions and readiness of individual team members for the next level through our promotion processes, which are rigorously reviewed for equity of outcome.
Twice a year, managers recognize individual contributions and readiness for the next level through our promotion processes, which are reviewed through a rigorous calibration process - reinforcing our commitment to equal access to opportunity. We know, however, that providing competitive pay and benefits and an inclusive workplace culture is only part of the story.
Given our broad array of quality listings, we believe Etsy should be able to drive existing and potential buyers to think of us more often for more purchase occasions, driving long-term growth and market share gains. 1 According to Euromonitor International Ltd; Passport: Retail 2024 edition, accessed January 15th, 2025; retail selling price (“RSP”) excluding value added tax (“VAT”), USD year-over-year exchange rates, current terms 2 Estimate based on the Company's own calculations and assumptions based on data from Euromonitor and other sources, without any representation or warranty from Euromonitor. 5 Table of Contents Connected to our efforts to increase purchase frequency, in 2024, Etsy focused on tapping into opportunities within the Gifting category.
These partnerships leverage our differentiated, long-tail inventory and machine learning capabilities and may allow select items to be purchased within third-party environments, supporting broader discovery of seller offerings as these technologies evolve. 2 According to Euromonitor International Ltd; Passport: Retail 2025 edition, accessed January 13th, 2026; retail selling price (“RSP”) excluding value added tax (“VAT”), USD year-over-year exchange rates, current terms 3 Estimate based on the Company's own calculations and assumptions based on data from Euromonitor and other sources, without any representation or warranty from Euromonitor. 6 Table of Contents The Depop Marketplace Depop, headquartered in London, is on a mission to “Make Fashion Circular.” Since its founding in 2011, Depop has been a people-powered fashion marketplace where anyone can buy, sell, explore, and discover incredible secondhand fashion.
For additional details about how we quantify emissions, see our GHG inventory and related notes (including assured emissions categories) on page 35 . *Our SBTi approved Net Zero goal included estimated emissions for Elo7.
For additional details about how we quantify emissions, see our GHG inventory and related notes (including assured emissions categories) on page 11 . Business Integration: Our supply chain remains our second-largest emissions source (Scope 3 – Category 1). In 2025, quantified supply chain emissions intensity decreased by 33% from 2024, driven by supplier engagement and improved data quality.
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We believe consumers increasingly expect more from the businesses they support, and companies that prioritize people, the planet, and profit will be best positioned to succeed over the long term. We are committed to sustainable growth by aligning our mission with our business strategy, fostering economic impact through entrepreneurship.
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We see lasting value in businesses that balance people, planet, and profit, and we strive to align our growth strategy with this principle—using our platform to foster entrepreneurship and sustainable economic impact. You can read more about Etsy’s Impact strategy beginning on page 9 .
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You can read more about Etsy’s Impact and environmental, social, and governance (“ESG”) strategies beginning on page 20 , where we report on metrics aligned with both our self-identified Impact priorities and widely accepted third-party frameworks. About our Company Etsy operates two-sided online marketplaces that connect millions of passionate and creative buyers and sellers around the world.
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About our Company Etsy op erates two-sided online marketplaces that connect millions of creative entrepreneurs with buyers around the world. The Etsy marketplace is the global destination for unique, creative goods from independent sellers, connecting artisans with thoughtful consumers seeking items that reflect their tastes and values.
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These marketplaces — which collectively create a “House of Brands” — share our mission, common levers for growth, similar business models, and a strong commitment to use business and technology to strengthen communities and empower people. Our primary Etsy marketplace is the global destination for unique, creative goods from independent sellers.
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We also operate Depop Limited (“Depop”), a leading fashion resale marketplace acquired in 2021. Total consolidated Gross Merchandise Sales (“GMS”) in 2025 was $11,916.9 million. Of this, Etsy marketplace GMS was $10,460.7 million or 87.8% of the total and Depop generated $1,074.9 million (or 9.0% of the total) of GMS. On February 15, 2026, Etsy and eBay Inc.
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It connects artisans and entrepreneurs with thoughtful consumers seeking items that reflect their tastes and values. We aim to create a virtuous cycle that benefits all of our stakeholders. Ultimately, our success is tied to our sellers; we make money when they do.
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(“eBay”) entered into a Sale and Purchase Agreement (the “Purchase Agreement”) for eBay to purchase Depop, for $1.2 billion in cash, subject to certain adjustments as set forth in the Purchase Agreement.
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In addition to providing them with access to tens of millions of buyers, we offer tools and services to help sellers grow. For buyers, we surface quality listings that offer great value and provide a reliable shopping experience. When buyers are satisfied, it fuels this cycle.
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The sale is currently expected to close in the second quarter of 2026, subject to regulatory approval and certain other closing conditions as set forth in the Purchase Agreement.
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In addition to our core Etsy marketplace, our “House of Brands” consists of Reverb Holdings, Inc. (“Reverb”), our musical instrument marketplace acquired in 2019, and Depop Limited (“Depop”), our fashion resale marketplace acquired in 2021. Each Etsy, Inc. marketplace primarily operates independently, while benefiting from shared expertise in product development, marketing, technology, and customer support.
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Etsy will continue to own and operate Depop through such time as the transaction is completed, with Depop’s financial results classified as discontinued operations on Etsy’s consolidated financial statements for both current and prior periods beginning in the first quarter of fiscal year 2026.
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Our sellers generated $12.6 billion of Gross Merchandise Sales (“GMS”) in 2024. Of this, Etsy marketplace GMS was $10.9 billion or 86.4% of the total and the Reverb and Depop marketplaces generated approximately $917.9 million (7.3% of the total) and $788.9 million (6.3% of the total) of GMS, respectively.
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In keeping with our current capital allocation approach, Etsy plans to utilize the proceeds from this transaction for general corporate purposes, continued share repurchases, and investment in the Etsy marketplace. On June 2, 2025, we completed the sale of Reverb Holdings, Inc.
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We anticipate that the Etsy marketplace will continue to be the primary driver of our overall financial performance for the foreseeable future. Our marketplaces collectively connected a total of 8.1 million active sellers to 95.5 million active buyers as of December 31, 2024.
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(“Reverb”), our musical instrument marketplace, and on August 10, 2023, we completed the sale of the parent holding company of Elo7 Serviços de Informática S.A. (“Elo7”), a Brazil-based marketplace for handmade and unique items.
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Our top six retail categories on the Etsy marketplace in 2024 were homewares and home furnishings, jewelry and personal accessories, apparel, craft supplies, paper and party supplies, and toys and games. These categories represented approximately $9 billion, or 87% of 2024 GMS.
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Core Business Drivers While our marketplaces operate independently, they share several critical elements related to how they are managed and serve their respective communities: Innovative Technology - our engineering and product development organizations drive customer experiences: The engineering and product teams of both Etsy and Depop design, build, and maintain the platforms that enable millions of buyers and sellers to transact across geographies, languages, and devices.
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Reverb provides a significant presence in the market for musical instruments, and Depop enhances our apparel offering in the resale space. 1 Table of Contents Our Strategy As illustrated below, our strategy is focused around: • Building a sustainable competitive advantage for the Etsy marketplace — our “Right to Win;” • Growing the Etsy marketplace in our core geographies and globally; and • Leveraging our marketplace playbook across our “House of Brands.” Building a sustainable competitive advantage — our “Right to Win” Our “Right to Win” is centered on four key elements that we believe make the Etsy marketplace a better place to shop and sell and, which, in turn, will bring more buyers, lead to increased frequency and size of purchases, and build long-term loyalty.
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We invest in technology that enhances search and discovery, strengthens trust and safety, and improves overall platform performance and scalability. Marketing - utilizing disciplined marketing investments to engage our communities: Our marketing strategies are designed to attract, engage, retain, and reactivate our customers through a full-funnel approach.
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We believe that when executed effectively, these elements can create a multiplier effect that will drive future growth. Our sellers’ unique items : The foundation of the Etsy marketplace’s competitive advantage is our sellers’ millions of unique items.
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We invest across performance marketing, including paid digital marketing which drives clicks, leads, and sales, and brand marketing, which is meant to build longer-term brand equity and loyalty.
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We have created a community that attracts, supports, and retains some of the world’s most talented makers, and sellers choose to list on our marketplace because they believe that we are a great place to start and grow a creative business.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

189 edited+59 added−93 removed191 unchanged
Biggest changeAny securities litigation could result in substantial costs and divert our management’s attention and resources, which could adversely affect our business. 63 Table of Contents The price of our common stock may fluctuate significantly for numerous reasons, many of which are beyond our control, such as: • variations in our operating results and other financial and operational metrics, including the key financial and operating metrics disclosed in this Annual Report, as well as how those results and metrics compare to analyst and investor expectations; • forward-looking statements related to our financial guidance or projections, our failure to meet or exceed our financial guidance or projections, or changes in our financial guidance or projections; • failure of analysts to initiate or maintain coverage of our company, changes in their estimates of our operating results or changes in recommendations by analysts that follow our common stock or a negative view of our financial guidance or projections and our failure to meet or exceed the estimates of such analysts; • the strength of the global economy or the economy in the jurisdictions in which we operate, particularly during times of macroeconomic uncertainty affecting members of our communities; • entry into or exit from stock market indices; • announcements of new services or enhancements, strategic alliances or significant agreements or other developments by us or our competitors; • announcements by us or our competitors of mergers, acquisitions, or divestitures, or rumors of such transactions involving us or our competitors; • the amount and timing of our operating expenses and the success of any cost-savings actions we take; • changes in our Board of Directors or senior management team; • disruptions in our marketplaces due to hardware, software or network problems, security breaches, or other issues; • the trading activity of our largest stockholders; • the number of shares of our common stock that are available for public trading; • litigation or other claims against us; • stakeholder activism; • the operating performance of other similar companies; • changes in legal requirements relating to our business; and • any other factors discussed in this Annual Report.
Biggest changeThe price of our common stock may fluctuate significantly for numerous reasons, many of which are beyond our control, such as: • variations in our operating results and other financial and operational metrics, including the key financial and operating metrics disclosed in this Annual Report, as well as how those results and metrics compare to analyst and investor expectations; • forward-looking statements related to our financial guidance or projections, our failure to meet or exceed our financial guidance or projections, or changes in our financial guidance or projections; • failure of analysts to initiate or maintain coverage of our company, changes in their estimates of our operating results or changes in recommendations by analysts that follow our common stock or a negative view of our financial guidance or projections and our failure to meet or exceed the estimates of such analysts; • the strength of the global economy or the economy in the jurisdictions in which we operate, particularly during times of macroeconomic uncertainty affecting members of our communities; • entry into or exit from stock market indices; • announcements of new services or enhancements, strategic alliances or significant agreements or other developments by us or our competitors; • announcements by us or our competitors of mergers, acquisitions, or divestitures, or rumors of such transactions involving us or our competitors; • the amount and timing of our operating expenses and the success of any cost-savings actions we take; • changes in our Board of Directors or senior management team; • disruptions in our marketplaces due to hardware, software or network problems, security breaches, or other issues; • the trading activity of our largest stockholders; • the number of shares of our common stock that are available for public trading; • litigation or other claims against us; • stakeholder activism; • the operating performance of other similar companies; • short sales and the covering of short positions; • changes in legal requirements relating to our business; and • any other factors discussed in this Annual Report. 44 Table of Contents In addition, if the market for technology stocks or the stock market in general experiences a loss of investor confidence, the price of our common stock could decline for reasons unrelated to our business, financial performance, or growth.
The prevalence of remote working for employees, vendors, or contractors may also result in increased consumer privacy, IT security, and fraud concerns or increased administrative costs. A successful cyber attack could occur and persist for an extended period of time before being detected.
The prevalence of remote working for employees, vendors, or contractors may also result in increased consumer privacy, IT security, and fraud concerns and/or increased administrative costs. A successful cyber attack could occur and persist for an extended period of time before being detected.
We could also face damage to our reputation, potential liability, regulatory investigations in multiple jurisdictions, and costly remediation efforts and litigation, which may not be adequately covered by, and which may impact our future access to, insurance. Any of these results could harm our growth prospects, our business, and our reputation for maintaining trusted marketplaces.
We could also face damage to our reputation, potential liability, regulatory investigations in multiple jurisdictions, and costly remediation efforts and litigation, which may not be adequately covered by, and may impact our future access to, insurance. Any of these results could harm our growth prospects, our business, and our reputation for maintaining trusted marketplaces.
These laws and regulations are evolving, are subject to interpretation, and in some cases may conflict with each other, and create substantial operational, financial, regulatory, reputational, and legal risk to our business. We are subject to regular inquiries and requests from regulators regarding these efforts. Examples of these laws include: • The E.U. General Data Protection Regulation and the U.
These laws and regulations are evolving, are subject to interpretation, in some cases may conflict with each other, and create substantial operational, financial, regulatory, reputational, and legal risk to our business. We are subject to regular inquiries and requests from regulators regarding these efforts. Examples of these laws include: • The E.U. General Data Protection Regulation and the U.K.
Such loss contingencies may not be probable and reasonably estimable until the proceedings have progressed significantly, which could take several years and occur close to resolution of the matter. Privacy, data protection, and information security regulations are complex and rapidly evolving areas that have and may adversely affect our and our sellers’ business.
Such loss contingencies may not be probable and reasonably estimable until the proceedings have progressed significantly, which could take several years and occur close to resolution of the matter. Privacy, data protection, information security, and AI regulations are complex and rapidly evolving areas that have and may adversely affect our and our sellers’ business.
The validity of various cross-border data transfer mechanisms remains subject to legal, regulatory, and political developments in both the European Union and the United States. Any changes to existing frameworks may require us to adapt our existing arrangements or impede our ability to effectively transfer data to our users, vendors, and partners in other jurisdictions.
The validity of various cross-border data transfer mechanisms remains subject to legal, regulatory, and political developments in both the European Union and the United States. Any changes to existing frameworks may require us to adapt our existing arrangements or could impede our ability to effectively transfer data to our users, vendors, and partners in other jurisdictions.
Any enforcement efforts we undertake, including litigation, could be time-consuming and expensive and could divert our management’s attention. In addition, our efforts may be met with defenses and counterclaims challenging the validity and enforceability of our intellectual property rights or may result in a court determining that our intellectual property rights are unenforceable.
Any enforcement efforts we undertake, including litigation, could be time-consuming and expensive and could divert our management’s attention. In addition, our efforts may be met with defenses and counterclaims challenging the validity and enforceability of our intellectual property rights or may result in a court determining that our intellectual property rights are invalid or unenforceable.
Collectively, worldwide privacy, data protection, and information security laws and regulations have and may continue to change some of the ways that we, our sellers, our vendors, and other third parties collect, use, and share protected information, in some cases creating costly compliance obligations and/or impeding our business.
Collectively, worldwide privacy, data protection, AI, and information security laws and regulations have and may continue to change some of the ways that we, our sellers, our vendors, and other third parties collect, use, and share protected information, in some cases creating costly compliance obligations and/or impeding our business.
A perception that our levels of responsiveness and support for our sellers and buyers are inadequate could damage our reputation, and reduce our sellers’ willingness to sell and buyers’ willingness to shop on our marketplaces. In some situations, we may choose to reimburse our buyers for their purchases to help avoid harm to our reputation.
A perception that our marketplaces’ levels of responsiveness and support for our sellers and buyers are inadequate could damage our reputation, and reduce our sellers’ willingness to sell and buyers’ willingness to shop on our marketplaces. In some situations, we may choose to reimburse our buyers for their purchases to help avoid harm to our reputation.
From time to time, we acquire intellectual property from third parties, but these acquired assets, like our internally developed intellectual property, may lapse, be abandoned, be challenged or circumvented by others, be held invalid, be unenforceable, or may otherwise not be effective in protecting our platforms.
From time to time, we acquire or license intellectual property from third parties, but these acquired assets, like our internally developed intellectual property, may lapse, be abandoned, be challenged or circumvented by others, be held invalid, be unenforceable, or may otherwise not be effective in protecting our platforms.
In light of the foregoing, investors are urged to put our guidance in context and not to place undue reliance on it in making an investment decision regarding our common stock. The trustworthiness of our marketplaces and the connections within our communities are important to our success.
In light of the foregoing, investors are urged to put our guidance in context and not to place undue reliance on it in making an investment decision regarding our common stock. The trustworthiness and safety of our marketplaces and the connections within our communities are important to our success.
Any acquisitions, dispositions, or partnerships may result in unforeseen operational difficulties and expenditures associated with: • integrating new businesses and technologies into, or separating existing businesses from, our infrastructure; • clearing any required regulatory review that may be complex, costly, time-consuming, or place additional requirements on the business; • implementing growth initiatives; • integrating or separating administrative functions; • hiring, retaining, and integrating key employees; • supporting and enhancing morale and culture; • retaining key customers, merchants, vendors, and other key business partners; • maintaining or developing controls, procedures, and policies (including effective internal controls over financial reporting and disclosure controls and procedures, as well as information privacy controls); and • assuming liabilities related to the activities of the acquired business before and after the acquisition, including liabilities for violations of laws and regulations, intellectual property infringement, commercial disputes, cyber attacks, taxes, and other matters.
Any acquisitions, dispositions, or partnerships may result in unforeseen operational difficulties and expenditures associated with: • integrating new businesses and technologies into, or separating existing businesses from, our infrastructure; • clearing any required regulatory review that may be complex, costly, time-consuming, or place additional requirements on the business; • implementing growth initiatives; • integrating or separating administrative functions; • hiring, retaining, and integrating key employees; • supporting and enhancing morale and culture; • retaining key customers, merchants, vendors, and other key business partners; 34 Table of Contents • maintaining or developing controls, procedures, and policies (including effective internal controls over financial reporting and disclosure controls and procedures, as well as information privacy controls); and • assuming liabilities related to the activities of the acquired business before and after the acquisition, including liabilities for violations of laws and regulations, intellectual property infringement, commercial disputes, cyber attacks, taxes, and other matters.
While the indentures governing our outstanding convertible notes do not include material restrictions on our ability to pursue our business strategy, our credit facility requires us to comply with, and future debt instruments may require us to comply with, various covenants that limit our ability to take actions such as: disposing of assets; completing mergers or acquisitions; incurring additional indebtedness; encumbering our properties or assets; paying dividends, making other distributions or repurchasing our common stock; making specified investments; and engaging in transactions with our affiliates.
Additionally, while the indentures governing our outstanding convertible senior notes do not include material restrictions on our ability to pursue our business strategy, our credit facility requires us to comply with, and future debt instruments may require us to comply with, various covenants that limit our ability to take actions such as: disposing of assets; completing mergers or acquisitions; incurring additional indebtedness; encumbering our properties or assets; paying dividends, making other distributions or repurchasing our common stock; making specified investments; and engaging in transactions with our affiliates.
Some of our competitors have extensive portfolios of issued patents. Many potential litigants, including some of our competitors, patent holding companies, and other intellectual property rights holders, have the ability to dedicate substantial resources to enforcing their alleged intellectual property rights.
Some of our competitors have extensive portfolios of issued patents. Many potential litigants, including some of our competitors, patent holding companies, and other intellectual property rights holders, have the ability to dedicate substantial resources to enforcing their actual and alleged intellectual property rights.
Even if we are successful in defending against these tactics, we may be required to spend significant resources in those efforts which may distract our management and otherwise negatively impact our results of operations.
Even if we are successful in defending against these tactics, we may be required to spend significant resources on those efforts, which may distract our management and otherwise negatively impact our results of operations.
Moreover, any public perception that unlicensed, counterfeit, harmful, or unlawful items are commonly offered by sellers in our marketplaces, even if factually incorrect, could result in negative publicity and damage to our reputation.
Any public perception that unlicensed, counterfeit, harmful, or unlawful items are commonly offered by sellers in our marketplaces, even if factually incorrect, could result in negative publicity and damage to our reputation.
In addition, if we are restricted from operating in one or more countries, our ability to attract and retain sellers and buyers may be adversely affected and we may not be able to operate our business as we anticipate.
In addition, if we are blocked or restricted from operating in one or more countries, our ability to attract and retain sellers and buyers may be adversely affected and we may not be able to operate our business as we anticipate.
We compete to attract, engage, and retain sellers based on many factors, including: • the value, awareness, and perception of our brands; • our investments in product and marketing for the benefit of our sellers; • the effectiveness of our member support and trust and safety practices and policies; • the global scale of our marketplaces and the breadth of our online presence; • our tools, education, and services; • the number and engagement of buyers; • our policies and fees; • the ability of a seller to scale her business; • the effectiveness of our mobile apps; • the strength of our communities; and • our mission.
We compete to attract, engage, and retain sellers based on many factors, including: • the value, awareness, trustworthiness, reputation, and perception of our brands; • our investments in product and marketing for the benefit of our sellers; • the effectiveness of our member support and trust and safety practices and policies; • the global scale of our marketplaces and the breadth of our online presence; • our tools, education, and services; • the number and engagement of buyers; • our policies and fees; • the ability of a seller to scale her business; • the effectiveness of our mobile apps; • the strength of our communities; and • our mission.
We have a significant amount of debt and may incur additional debt in the future. We may not have sufficient cash flow from our business to pay our substantial debt when due.
We have a significant amount of convertible debt and may incur additional debt in the future. We may not have sufficient cash flow from our business to pay our substantial debt when due.
Authorities around the world have adopted and are considering a number of legislative and regulatory proposals affecting data protection, data usage, data transfer, localization, and information security, among other things.
Authorities around the world have adopted and are considering a number of legislative and regulatory proposals affecting data protection, data usage, data transfer, localization, AI, and information security, among other things.
To avoid the public release of the affected portions of our source code, we could be required to expend substantial time and resources to re-engineer some or all of our software.
To avoid the public release of the affected portions of our source code, we could be required to expend substantial time and resources to re-engineer some or all of the impacted software.
That could require us, for example, to incur significant expenses, discontinue certain services, or limit or discontinue our services in particular jurisdictions, any of which could negatively affect our business.
That could require us, for example, to incur significant expenses, discontinue certain services, or limit, change, or discontinue our services in particular jurisdictions, any of which could negatively affect our business.
Our quarterly operating results, as well as our key metrics, have and may continue to fluctuate for a variety of reasons, many of which are beyond our control, including: • inflation, interest rates, recessionary factors, foreign exchange rate volatility, tariffs and other trade barriers, disruptions to the banking industry, changing consumer shopping preferences, continued pressure on consumer discretionary product spending, weather, domestic and global geopolitical uncertainties, various types of cultural events, public health crises, supply-chain disruptions, an increasingly competitive retail environment, and employment levels, among other factors (collectively, “Macro Conditions”). • fluctuations in our GMS or revenue , including as a result of Macro Conditions, the seasonality of market transactions, and our sellers’ use of services; • uncertainty regarding overall levels of consumer spending and e-commerce generally; • our success in attracting and retaining sellers and buyers; • our ability to convert marketplace visits into sales for our sellers; • our ability to manage our operating expenses and our Adjusted EBITDA margin as we continue to invest in our marketplaces; • 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; • the success of our “House of Brands” strategy; • disruptions or defects in our marketplaces, such as privacy or data security breaches, errors in our software, or other incidents that impact the availability, reliability, or performance of our platforms; • the impact of competitive developments and our response to those developments; and • our ability to recruit and retain employees.
Our quarterly operating results, as well as our key metrics, have and may continue to fluctuate for a variety of reasons, many of which are beyond our control, including: • inflation, interest rates, recessionary factors, foreign exchange rate volatility, tariffs and other trade barriers, disruptions to the banking industry, changing consumer shopping preferences, continued pressure on consumer discretionary product spending, weather, domestic and global geopolitical uncertainties, various types of cultural events, public health crises, supply-chain disruptions, an increasingly competitive retail environment, and employment levels, among other factors (collectively, “Macro Conditions”); • fluctuations in our GMS or revenue , including as a result of Macro Conditions, the seasonality of market transactions, and our sellers’ use of services; • uncertainty regarding overall levels of consumer spending and e-commerce generally; • our success in attracting and retaining sellers and buyers; • our ability to convert marketplace visits into sales for our sellers; • our ability to manage our operating expenses and our Adjusted EBITDA margin as we continue to invest in our marketplaces; • our success in executing on our strategy, the effectiveness of 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; • the success of our acquisitions, dispositions, or partnerships; • disruptions or defects in our marketplaces, such as privacy or data security breaches, errors in our software, or other incidents that impact the availability, reliability, or performance of our platforms; • the impact of competitive developments and our response to those developments; and • our ability to recruit and retain employees.
Some of the challenges we face in attracting and retaining employees include: • skepticism regarding our ability to reignite GMS growth in the future; • continuing ability to offer competitive compensation and benefits, including stock-based compensation, for our employees, as more external scrutiny is placed on stock-based compensation expenses; • competition for talent in our industry and our talent markets, which could cause payroll costs, including stock-based compensation, to become a larger percentage of our total cost base; • evolving expectations in our talent markets and our own policies regarding remote, hybrid or other flexible work modes; • continuing to find promotion and internal mobility opportunities to retain key employees for leadership positions; • mitigating concerns around any potential cost-savings actions in light of past restructurings; and • responding to competitive pressures and changing business conditions in ways that do not divert us from our guiding principles.
Some of the challenges we face in attracting and retaining employees include: • skepticism regarding our ability to reignite GMS growth in the future; • continuing ability to offer competitive compensation and benefits, including stock-based compensation, for our employees, given our historical stock price volatility and as more external scrutiny is placed on stock-based compensation expenses; • competition for talent in our industry and our talent markets, which could cause payroll costs, including stock-based compensation, to become a larger percentage of our total cost base; • evolving expectations in our talent markets and our own policies regarding remote, hybrid or other flexible work modes; • continuing to find promotion and internal mobility opportunities to retain key employees for leadership positions; • mitigating concerns around any potential cost-savings actions in light of past restructurings; and • responding to competitive pressures and changing business conditions in ways that do not divert us from our guiding principles.
Proliferation of these or similar unilateral tax measures may continue unless broader international tax reform is implemented. Our effective tax rate, results of operations and cash flows have at times been, 50 Table of Contents and could in the future be, materially and adversely affected by additional taxes imposed on us prospectively or retroactively.
Proliferation of these or similar unilateral 28 Table of Contents tax measures may continue unless broader international tax reform is implemented. Our effective tax rate, results of operations and cash flows have at times been, and could in the future be, materially and adversely affected by additional taxes imposed on us prospectively or retroactively.
Enforcement of these policies has been in the past, and may continue to be, received negatively by stakeholders or the public or negatively affect our financial performance.
Enforcement of our policies has been in the past, and may continue to be, received negatively by stakeholders or the public or negatively affect our financial performance.
We collect, receive, use, store, disclose, share, and transfer a host of personal, confidential, and otherwise potentially protected information in the course of our operations, including to operate our business and for legal, compliance, and marketing purposes, which subjects us to an increasingly complex array of global privacy and data protection regulations.
We collect, receive, use, store, disclose, share, and transfer a host of personal, confidential, proprietary, and otherwise potentially protected information in the course of our operations, including to operate our business and for legal, compliance, and marketing purposes, which subjects us to an increasingly complex array of global privacy, AI, and data protection regulations.
Our digital marketing efforts currently include, among others, search engine optimization, search engine marketing, affiliate marketing, and display advertising, as well as social media, mobile push notifications, and email marketing. If we fail to scale and deliver an effective return on investment in any of our marketing efforts, it may harm our business.
Our digital marketing efforts currently include, among others, agentic search integration, search engine optimization, search engine marketing, affiliate marketing, and display advertising, as well as social media, mobile push notifications, and email marketing. If we fail to scale and deliver an effective return on investment in any of our marketing efforts, it may harm our business.
If we do not demonstrate progress against our Impact strategy or if our Impact strategy is not perceived to be adequate or appropriate, our reputation could be harmed.
If we do not demonstrate progress against our Impact goals or if our Impact strategy is not perceived to be adequate or appropriate, our reputation could be harmed.
As a result, our Impact strategy and ESG metrics may subject us to heightened scrutiny, litigation or regulatory proceedings, or reputational damage.
As a result, our Impact strategy and metrics may subject us to heightened scrutiny, litigation or regulatory proceedings, or reputational damage.
In addition, we regularly contribute source code to open source software projects and release internal software projects under open source licenses, and we anticipate doing so in the future.
In addition, we contribute source code to open source software projects and release internal software projects under open source licenses, and we anticipate doing so in the future.
If we experience a technology disruption or failure that results in a loss of information, if personal data or sensitive information about members of our communities or employees is misused or disclosed, or if we or our third-party providers are unable to protect against software and hardware vulnerabilities, service interruptions, cyber-related events, ransomware, security incidents, or other security breaches, then members of our communities may curtail use of our platforms, we may be exposed to liability or incur additional expenses, and our reputation might suffer.
If we experience a technology disruption or failure that results in a loss of information, if personal data or sensitive information about members of our communities or employees is misused, exfiltrated, or disclosed, or if we or our third-party providers are unable to protect against software and hardware vulnerabilities, service interruptions, cyber-related events, or other security breaches, then members of our communities may curtail use of our platforms, we may be exposed to liability or incur additional expenses, and our reputation might suffer.
We obtain a significant number of visits via search engines such as Google. Search engines frequently change the algorithms that determine the ranking and display of results of a user’s search, alter analytics or search engine optimization data available to us, or make other changes to the way results are displayed.
We obtain a significant number of visits via search engines such as Google. Search engines frequently change the algorithms that determine the ranking and display of results of a user’s search, alter analytics or search engine optimization data available to us, or make other changes to the way results and source content are displayed.
Although our management has determined, and our independent registered public accounting firm has attested, that our internal controls over financial reporting were effective as of December 31, 2024, we cannot assure you that we or our independent registered public accounting firm will not identify a material weakness in our internal controls in the future.
Although our management has determined, and our independent registered public accounting firm has attested, that our internal controls over financial reporting were effective as of December 31, 2025, we cannot assure you that we or our independent registered public accounting firm will not identify a material weakness in our internal controls in the future.
Large, widely adopted platforms may benefit from significant user bases, access to user or industry-wide data, the ability to unilaterally set policies and standards, and control over complementary services such as fulfillment, advertising or on-platform apps or e-commerce transactions.
In addition, large, widely adopted platforms may benefit from significant user bases, access to user or industry-wide data, the ability to unilaterally set policies and standards, and control over complementary services such as fulfillment, advertising or on-platform apps or e-commerce transactions.
If we (or a third-party payment processor) suffer a security breach affecting payment card information, we could be subjected to fines, penalties, and assessments arising out of the major card brands’ rules and regulations, contractual indemnification obligations or other obligations contained in merchant agreements and similar contracts, and we may lose our ability to accept payment cards as payment for our services and our sellers’ goods and services.
If we (or a third-party payment processor) suffer a security breach affecting payment card information, we could be subjected 25 Table of Contents to fines, penalties, and assessments arising out of the major card brands’ rules and regulations, contractual indemnification obligations or other obligations contained in merchant agreements and similar contracts, and we may lose our ability to accept payment cards as payment for our services and our sellers’ goods and services.
Some of those key assumptions include the timing and impact of broad Macro Conditions, particularly in our core markets, and the resulting impact of these factors on future consumer spending patterns and our business. These assumptions are inherently difficult to predict, particularly in the long term.
Some of those key assumptions include the timing and impact of broad Macro Conditions, particularly in our core geographies, and the resulting impact of these factors on future consumer spending patterns and our business. These assumptions are inherently difficult to predict, particularly in the long term.
Any claims successfully brought directly against us, or implicating us as part of an action against third parties, such as our sellers or vendors, could subject us to significant liability for damages, and we may be required to stop using technology or other intellectual property alleged to be in violation of a third party’s rights in one or more jurisdictions where we do business.
Any claims successfully brought directly against us, or implicating us as part of an action against third parties, such as our sellers or service providers, could subject us to significant liability for damages, and we may be required to stop using technology or other intellectual property alleged to be in violation of a third party’s rights in one or more jurisdictions where we do business.
Although we have integrated a variety of processes, technologies, and controls to assist in our efforts to assess, identify, and manage material cybersecurity-related risks, these are not exhaustive, and we cannot assure that they will be adequate to prevent or detect service interruption, system failure, data loss or theft, or other material adverse consequences, directly or through our vendors.
Although we use a variety of processes, technologies, and controls to assist in our efforts to assess, identify, and manage material cybersecurity-related risks, these are not exhaustive, and we cannot assure that they will be adequate to prevent or detect service interruption, system failure, data loss or theft, or other material adverse consequences, directly or through our vendors.
Although we establish accruals for our litigation and regulatory matters in accordance with applicable accounting guidance when they present loss contingencies that are both probable and reasonably estimable, there may be a material exposure to loss in excess of any amounts accrued, or in excess of any loss contingencies disclosed as reasonably possible, particularly in more uncertain legal or regulatory environments.
Although we establish accruals 38 Table of Contents for our litigation and regulatory matters in accordance with applicable accounting guidance when they present loss contingencies that are both probable and reasonably estimable, there may be a material exposure to loss in excess of any amounts accrued, or in excess of any loss contingencies disclosed as reasonably possible, particularly in more uncertain legal or regulatory environments.
In addition, ongoing legal and regulatory changes in the data privacy, social media and technology spheres in U.S. states and countries throughout the world – and the interpretation of these laws by major search, 53 Table of Contents social, and operating system providers – have and may continue to impact the scope and effectiveness of marketing and advertising services generally, including those used on our platforms.
In addition, ongoing legal and regulatory changes in the data privacy, social media and technology spheres in U.S. states and countries throughout the world – and the interpretation of these laws by major search, social, and operating system providers – have and may continue to impact the scope and effectiveness of marketing and advertising services generally, including those used on our platforms.
Use of open source software also presents additional security risks because the public availability of such software may make it easier for hackers and other third parties to determine how to compromise our platforms, and availability of patches or fixes may not be consistent or quickly available, as it may be subject to the continued community engagement in a particular open source project.
Use of open source software also presents additional security risks because the public availability of such software may make it easier for hackers and other third parties to determine how to compromise our platforms, and patches or fixes may not be consistently or quickly available, as they may be subject to the continued community engagement in a particular open source project.
If we cannot license or develop technology for any 62 Table of Contents allegedly infringing aspect of our business, we could be forced to limit our services and may be unable to compete effectively. Any of these results could harm our business.
If we cannot license or develop technology for any allegedly 42 Table of Contents infringing aspect of our business, we could be forced to limit our services and may be unable to compete effectively. Any of these results could harm our business.
We are subject to the terms of open source licenses because our platforms incorporate, and we contribute to, certain open source software, potentially impairing our ability to adequately protect our intellectual property. The software powering our platforms incorporates certain software that is covered by open source licenses.
We are subject to the terms of open source licenses because our platforms incorporate, and we contribute to, certain open source software, potentially impairing our ability to adequately protect some of our intellectual property. The software powering parts of our platforms incorporates certain software that is covered by open source licenses.
Any of these events could materially and adversely affect our business, financial performance, and growth prospects. Our payments systems have both operational and compliance risks, including in-house execution risk and dependency on third-party providers. The payment offerings provided on each of our marketplaces differ and, as such, are subject to varying degrees and types of risk.
Any of these events could materially and adversely affect our business, financial performance, and growth prospects. Our payments systems have both operational and compliance risks, including in-house execution risk and dependence on third-party service providers. The payment offerings provided on each of our marketplaces differ and, as such, are subject to varying degrees and types of risk.
These events may also impact our sellers’ ability to run their businesses on our marketplaces, which could negatively impact our business and financial performance. Fluctuations in our quarterly operating results, key metrics, and the price of our common stock may be particularly pronounced during periods of economic uncertainty, including uncertainty caused by Macro Conditions.
These events may also impact our sellers’ ability to run their businesses on our marketplaces, which could negatively impact our business and financial performance. 18 Table of Contents Fluctuations in our quarterly operating results, key metrics, and the price of our common stock may be particularly pronounced during periods of economic uncertainty, including uncertainty caused by Macro Conditions.
We have been 58 Table of Contents and may continue to be subject to allegations, litigation and/or regulatory claims seeking to hold us liable for the content and actions of our third-party sellers, including in the areas of intellectual property, consumer protection, product liability, privacy and data protection, content compliance, and criminal laws.
We have been and may continue to be subject to allegations, litigation and/or regulatory claims seeking to hold us liable for the content and actions of our third-party sellers, including in the areas of intellectual property, consumer protection, product liability, privacy and data protection, content compliance, and criminal laws.
Additionally, from time to time, we revise our policies in ways that we believe will enhance trust in our platforms, but which may be negatively perceived by segments of our communities or other stakeholders. As a result, enforcement of our policies may negatively impact our brands, reputation, and/or financial performance.
Additionally, from time to time, we revise our policies in ways that we believe will enhance trust in our platforms, but which may be negatively perceived by our buyers, sellers, segments of our communities, regulators, or other stakeholders. As a result, enforcement of our policies may negatively impact our brands, reputation, and/or financial performance.
We are subject to a variety of laws and regulations in the United States and around the world, including those relating to traditional businesses, such as employment laws, accessibility requirements, taxation, trade, product liability, marketing, intellectual property, and consumer protection laws, and laws and regulations focused on e-commerce and online marketplaces, such as those governing online payments, privacy, anti-spam, data security and protection, online platform liability, content moderation, online child safety, social media regulation, marketplace seller regulation, artificial intelligence, automated decision-making, and machine learning.
We are subject to a variety of laws and regulations in the United States and around the world, including those relating to traditional businesses, such as employment laws, accessibility requirements, taxation, trade, product liability, marketing, intellectual property, and consumer protection laws, and laws and regulations focused on e-commerce and online marketplaces, such as those governing online payments, privacy, anti-spam, data security and protection, online platforms, content moderation, online child safety, social media regulation, marketplace seller regulation, AI, automated decision-making, and machine learning.
Based on the daily closing prices of our stock during the quarter ended December 31, 2024, holders of the Notes are not eligible to convert their Notes during the first quarter of 2025.
Based on the daily closing prices of our stock during the quarter ended December 31, 2025, holders of the Notes are not eligible to convert their Notes during the first quarter of 2026.
Our internal systems, tools, and processes and our surveys or data collection methodologies have a number of limitations, may have errors or could change over time, any of which could result in unexpected changes to our metrics, including the metrics we publicly disclose.
Our internal systems, tools, processes, and surveys 21 Table of Contents or data collection methodologies have a number of limitations and may have errors or could change over time, any of which could result in unexpected changes to our metrics, including the metrics we publicly disclose.
In some instances, we may make use of third-party artificial intelligence models, including foundational models, that have been pre-trained on data which may be insufficient, erroneous, stale, contain biased information, or infringe intellectual property or other rights.
In some instances, we may make use of third-party AI models, including foundational models, that have been pre-trained on data which may be insufficient, erroneous, stale, contain biased information, or infringe intellectual property or other rights.
While we used a portion of the net proceeds from each of the Notes offerings to enter into separate privately negotiated capped call instruments designed to reduce the potential dilution and/or offset a portion of the cash payments due in respect of the Notes, there can be no assurance that the capped call instruments will pay out in full or at all.
While we used a portion of the net proceeds from certain of the Notes offerings to enter into separate privately negotiated capped call instruments designed to reduce the potential dilution and/or offset a portion of the cash payments due in respect of such series of the Notes, there can be no assurance that the capped call instruments will pay out in full or at all.
If our operating metrics are not accurate, or if investors do not perceive them to be accurate, investors may lose confidence in our operating metrics and business, and we expect that we could be subject to legal claims, and our business, reputation, financial condition, and results of operations would be adversely affected.
If our operating metrics are not accurate, or if investors do not perceive them to be accurate, investors may lose confidence in our operating metrics and business, we could be subject to legal claims, and our business, reputation, financial condition, and results of operations could be adversely affected.
Our ability to pay our debt when due or to refinance our outstanding indebtedness, including the 0.125% Convertible Senior Notes due 2026 we issued in September 2019 (the “2019 Notes”), the 0.125% Convertible Senior Notes due 2027 we issued in August 2020 (the “2020 Notes”), and the 0.25% Convertible Senior Notes due 2028 we issued in June 2021 (the “2021 Notes” and together with the 2019 Notes and the 2020 Notes, the “Notes”), depends on our future performance, which is subject to economic, financial, competitive, and other factors beyond our control.
Our ability to pay our debt when due or to refinance our outstanding indebtedness, including the 0.125% Convertible Senior Notes due 2026 we issued in September 2019 (the “2019 Notes”), the 0.125% Convertible Senior Notes due 2027 we issued in August 2020 (the “2020 Notes”), the 0.25% Convertible Senior Notes due 2028 we issued in June 2021 (the “2021 Notes”) and the 1.00% Convertible Senior Notes due 2030 we issued in June 2025 (the “2025 Notes” and, together with the 2019 Notes, the 2020 Notes, and the 2021 Notes, the “Notes”), depends on our future performance, which is subject to economic, financial, competitive, and other factors beyond our control.
Many things could undermine these cornerstones, such as: • a failure to operate our business in a way that is consistent with our guiding principles and mission; • an inability to gain the trust of prospective buyers; • disruptions or defects in our marketplaces, privacy or data security incidents, website outages, payment disruptions, or other incidents that impact the reliability of our platforms; • lack of awareness of, or adherence to, our policies by our communities or confusion about how they are applied; • a failure to enforce our policies effectively, consistently, and transparently, including, for example, by allowing the repeated widespread listing of prohibited items in our marketplaces; • changes to our policies or fees that members of our communities perceive as inconsistent with their best interests or our mission, or that are not clearly articulated; • complaints or negative publicity about us, our platforms, or our policies and guidelines, even if factually incorrect or based on isolated incidents; • inadequacies in our House Rules, policies, and other terms of use; • frequent product launches, updates, and experiments that could deteriorate member trust and/or engagement; or • inadequate or unsatisfactory customer service experiences, failure to adequately respond to feedback from our communities, or failure of our sellers to fulfill their orders in accordance with our policies, including as a result of fraud, their own shop-specific policies, or buyer expectations.
Many things could undermine these cornerstones, such as: • a failure to operate our business in a way that is consistent with our guiding principles and mission; • an inability to gain the trust of prospective buyers; • disruptions or defects in our marketplaces, privacy or data security incidents, website outages, payment disruptions, or other incidents that impact the reliability of our platforms; 19 Table of Contents • lack of awareness of, or adherence to, our policies by our communities or confusion about how they are applied; • a failure to enforce our policies effectively, consistently, and transparently, including, for example, by allowing the repeated widespread listing of items that are unsafe, infringe intellectual property rights, or otherwise violate our marketplace policies; • changes to our policies or fees that members of our communities perceive as inconsistent with their best interests or our mission, or that are not clearly articulated; • complaints or negative publicity about us, our platforms, or our policies and guidelines, even if factually incorrect or based on isolated incidents; • inadequacies in our House Rules, policies, and other terms of use; • frequent product launches, updates, and experiments that could deteriorate member trust and/or engagement; or • inadequate or unsatisfactory customer service experiences, failure to adequately respond to feedback from our communities, or failure of our sellers to fulfill their orders in accordance with our policies, including as a result of fraud, their own shop-specific policies, or buyer expectations.
To the extent that the ultimate results differ from our original or adjusted estimates, our effective tax rate can be adversely affected. The (provision) benefit for income taxes involves a significant amount of management judgment regarding interpretation of relevant facts and laws in the jurisdictions in which we operate.
To the extent that the ultimate results differ from our original or adjusted estimates, our actual tax liability and/or effective tax rate could be adversely affected. The (provision) benefit for income taxes involves a significant amount of management judgment regarding interpretation of relevant facts and laws in the jurisdictions in which we operate.
If existing buyers do not find our platforms appealing, for example, because of a negative experience, lack of competitive shipping charges, delayed shipping times, inadequate customer service, buyer fees or lack of buyer-friendly features, declining interest in the goods offered by our sellers, lack of desirable inventory, or other factors, they may make fewer purchases and they may not refer others to us.
If existing buyers do not find our platforms appealing, for example, because of a negative experience, lack of competitive shipping charges, delayed shipping times, inadequate cus tomer service, buyer fees or lack of buyer-friendly features, declining interest in the goods offered by our sellers, lack of desirable listings, or other factors, they may make fewer purchases and they may not refer others to us.
Likewise, if existing sellers are dissatisfied with their experience on our platforms, or feel they have more attractive alternatives, they may stop listing items in our marketplaces and using our services and may stop referring others to us, which could negatively impact our financial performance.
Likewise, if existing sellers are dissatisfied with their experience on our platforms, or feel they have more attractive alternatives, they may stop listing items in our marketplaces and using our services and may stop referring others to us, which could negatively impact our financial 20 Table of Contents performance.
While many of the recently introduced environmental and social laws are designed to promote more robust transparency and enhance resiliency, laws, regulations, and administrative actions have also been proposed and implemented in the United States to limit, restrict, or prohibit company activities on environmental and social issues.
While many of the recently introduced environmental and social laws are designed to promote more robust transparency and enhance resiliency, laws, regulations, and administrative actions have also been proposed and implemented in the United States and elsewhere to limit, restrict, or prohibit company activities on environmental and social issues and/or to rollback portions of recently enacted laws.
In the event we are required to record an additional non-cash impairment charge to our goodwill, other intangibles, and/or long-lived assets, such a non-cash charge could have a material adverse effect on our Consolidated Statements of Operations and Balance Sheets in the reporting period in which we record the charge.
In the event we are required to record an additional impairment charge to our goodwill, other intangibles, and/or long-lived assets, it could have a material adverse effect on our Consolidated Statements of Operations and Balance Sheets in the reporting period in which we record the charge.
If one or more holders elect to convert their Notes, unless we elect to satisfy our conversion obligation by delivering solely cash to converting holders of such Notes, we could be required to deliver to them a significant number of shares of our common stock, increasing the number of outstanding shares of our common stock.
If the Notes are eligible for conversion and one or more holders elect to convert their Notes, unless we elect to satisfy our conversion obligation by delivering solely cash to converting holders of such Notes, we could be required to deliver to them a significant number of shares of our common stock, increasing the number of outstanding shares of our common stock.
We compete to attract, engage, and retain buyers based on many factors, including: • the breadth and quality of items that sellers list in our marketplaces; • the ease of finding items; • the value and awareness of our brands; • the effectiveness of our marketing; • the person-to-person commerce experience; • customer service; • our reputation for trustworthiness; 52 Table of Contents • the effectiveness of our mobile apps; • the availability of timely, fair, and free shipping offered by sellers to buyers; • ease of payment; • localization and experiences targeted based on regional preferences, and • the availability and reliability of our platforms.
We compete to attract, engage, and retain buyers based on many factors, including: • the breadth, value, and quality of items that sellers list in our marketplaces; • the ease of finding items; • the value, awareness, trustworthiness, and perception of our brands; • the effectiveness of our marketing; • the person-to-person commerce experience; • customer service; • the effectiveness of our mobile apps; • the availability of timely, fair, and free shipping offered by sellers to buyers; • ease of payment; • localization and experiences targeted based on regional preferences; and • the availability and reliability of our platforms.
As a result, we may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations.
As a 36 Table of Contents result, we may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations.
General Data Protection Regulations, which apply to our activities conducted from an establishment in the European Union or the United Kingdom, respectively, or related to products and services that we offer to our users in the European Union or the United Kingdom. • Various comprehensive U.S. state and international privacy laws, which give new data privacy rights to their respective residents (including, in California, a private right of action in the event of a data breach resulting from our failure to 59 Table of Contents implement and maintain reasonable security procedures and practices) and impose significant obligations on controllers and processors of consumer and employee data. • U.S. state laws governing the processing of biometric information, such as the Illinois Biometric Information Privacy Act, which impose obligations on businesses that collect or disclose consumer biometric information. • Various federal, state, and international laws, like the Children’s Online Privacy Protection Act of 1998 and the U.K.
General Data Protection Regulations, which apply to our activities conducted from an establishment in the European Union or the United Kingdom, respectively, or related to products and services that we offer to our users in the European Union or the United Kingdom. • Various comprehensive U.S. state and international privacy laws, which give new data privacy rights to their respective residents (including, in California, a private right of action in the event of a data breach resulting from our failure to implement and maintain reasonable security procedures and practices) and impose significant obligations on controllers and processors of consumer and employee data. • U.S. state laws governing the processing of biometric information, including laws in Illinois, Texas, and Washington, which impose obligations on businesses that collect or disclose consumer biometric information and contain broad definitions of biometric information. • Various federal, state, and international laws, like the Children’s Online Privacy Protection Act of 1998 and the U.K.
If we experience, or are perceived to experience, security breaches that result in marketplace performance or availability problems or the loss, compromise or unauthorized disclosure of personal data or other sensitive information, or if we fail to respond appropriately to any security breaches that we may experience, or are perceived to do so, people may become unwilling to provide us the information necessary to set up an account with us to become a new seller or buyer.
If we experience, or are perceived to experience, security breaches that result in marketplace performance or availability problems or the loss, compromise or unauthorized disclosure of personal data or other sensitive information, or if we or our vendors fail to respond appropriately to any security breaches that we or they may 22 Table of Contents experience, or are perceived to do so, people may become unwilling to provide the information necessary to set up an account with us to become a new seller or buyer.
In addition, the industry has generally moved to online remote infrastructure for core work and, as a result, we and our partners may be more vulnerable to cyber attacks.
In addition, the industry has generally moved to online remote infrastructure and, as a result, we and our partners may be more vulnerable to cyber attacks.
Applicable rules regarding how to respond, required notices to users, and reporting to regulators and investors vary by jurisdiction, and may subject us to additional liability and reputational harm.
Further, applicable rules regarding how to respond, required notices to users, and reporting to regulators and investors are subject to change and vary by jurisdiction, and may subject us to additional liability and reputational harm.
We could become subject to investigations by Nasdaq, the SEC or other regulatory authorities, which could require additional management attention and which could adversely affect our business. In addition, our internal controls over financial reporting will not prevent or detect all errors and fraud, and individuals, including employees and contractors, could circumvent such controls.
We could become subject to investigations by the New York Stock Exchange (“NYSE”), the SEC or other regulatory authorities, which could require additional management attention and which could adversely affect our business. In addition, our internal controls over financial reporting will not prevent or detect all errors and fraud, and individuals, including employees and contractors, could circumvent such controls.
Additionally, the demand for the goods listed in our marketplaces is dependent on consumer preferences and available discretionary spending, which can and do change quickly and may differ across generations, genders, and cultures.
Additionally, the demand for the goods listed on our marketplaces is dependent on consumer preferences and available discretionary spending, which can and do change quickly and may differ across generations, genders, cultures, and other demographic characteristics.
Cyber-related events and security breaches even if only related to the actions of a third-party vendor, are and have been costly, could lead to negative publicity, may cause our users, employees, or other stakeholders to lose confidence in our security measures, may cause us to breach certain contracts, and may require us to expend significant resources to remediate.
Cyber-related events and security breaches, even if only related to the actions of a third-party vendor, are and have been costly, could lead to legal liability or negative publicity, may cause our users, employees, or other stakeholders to lose confidence in our security measures, may cause us to breach certain contracts, and may require us to expend significant resources to remediate and/or defend against regulatory inquiries or litigation.
As of December 31, 2024, approximately $1 billion remained available under all of our Board of Director approved stock repurchase programs. The market price of our common stock has at times declined below the prices at which we repurchased shares, and there can be no assurance that any repurchases pursuant to our stock repurchase program will enhance stockholder value.
Approximately $1.0 billion remained available for repurchases under the approved programs as of December 31, 2025. The market price of our common stock has at times declined below the prices at which we repurchased shares, and there can be no assurance that any repurchases pursuant to our stock repurchase program will enhance stockholder value.
An inability to develop our communities globally or to otherwise grow our business outside of the United States in a cost-effective manner could adversely affect our GMS, revenue, and operating results. Our business may be adversely affected by any circumstances that reduce or hinder cross-border trade.
An inability to effectively execute cross-border transactions, or to otherwise grow our business outside of the United States in a cost-effective manner could adversely affect our GMS, revenue, and operating results. Our business may be adversely affected by any circumstances that reduce or hinder cross-border trade.
The technologies that we currently use to support our platforms may become inadequate or obsolete, and the cost of incorporating new technologies into our products and services may be substantial.
The technologies that we currently use to support our platforms may become inadequate or obsolete, and the cost of incorporating new technologies, including advances in AI, into our products and services may be substantial.
It is also possible that financing may not be available to us in amounts or on terms acceptable to us, if at all. Weakness and volatility in capital markets and the economy in general could limit our access to capital markets and increase our costs of borrowing.
These restrictions could limit our ability to pursue our business strategies. It is also possible that financing may not be available to us in amounts or on terms acceptable to us, if at all. Weakness and volatility in capital markets and the economy in general could limit our access to capital markets and increase our costs of borrowing.
Etsy expects sellers to work only with manufacturers who comply with all applicable laws, who do not use child or involuntary labor, who do not discriminate, and who promote sustainability and humane working conditions. We also expect our suppliers to comply with our Supplier Code of Conduct.
Our seller policies promote legal and ethical business practices. Etsy expects sellers to work only with manufacturers who comply with all applicable laws, who do not use child or involuntary labor, who do not discriminate, and who promote sustainability and humane working conditions. We also expect our suppliers to comply with our Supplier Code of Conduct.
In addition, our systems are increasingly reliant on artificial intelligence, machine learning systems, and large language models, which are complex, subject to increasing litigation and regulatory scrutiny, and may have errors or inadequacies that are not easily detectable.
In addition, our systems are increasingly reliant on AI and large language models, which are complex, subject to increasing litigation and regulatory scrutiny, and may have errors or inadequacies that are not easily detectable.
Any errors or vulnerabilities discovered in our code after release could also result in damage to our reputation, loss of members of our communities, loss of revenue, or liability for damages, any of which could adversely affect our growth prospects and our business.
Any errors or vulnerabilities discovered in our code after release could also result in damage to our reputation, buyer or seller attrition, loss of revenue, or liability for damages, any of which could adversely affect our growth prospects and our business.
The terms of many open source licenses relied upon by us and the internet and technology industries have been interpreted by only a few court decisions and there is a risk that the licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to operate our marketplaces.
The terms of many open source licenses that we and others in the internet and technology industries rely on have been interpreted in only a few court decisions, and there is a risk that the licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to operate our marketplaces.
As a result, there could be errors or inconsistencies in, or disagreement with, our policy determinations; policy enforcement could be subject to different, inconsistent, or conflicting regional consensus or regulatory standards in different jurisdictions; and our policy decisions could be perceived to be arbitrary, unfair, unclear, or inconsistent.
As a result, there could be errors or inconsistencies in, or disagreement with, our policy determinations; policy enforcement could be subject to different, inconsistent, or conflicting regional consensus or regulatory standards in different jurisdictions; and our 32 Table of Contents policy decisions could be perceived to be arbitrary, unfair, unclear, offensive, objectionable, or inconsistent.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur CISO is also primarily responsible for cybersecurity and risk-related matters in his capacity as interim Co-CTO, with assistance from our Senior Director of Information Security.
Biggest changeEarlier in his career, our CPTO was the Principal Engineer at IDology and worked as a consultant at a number of firms building custom applications. He has authored numerous articles, papers, and books on Web development. Our CISO is primarily responsible for cybersecurity and risk-related matters, with assistance from our Senior Director of Information Security.
Additionally, we conduct cybersecurity awareness and sensitive information protection training for our employees, and we periodically test the effectiveness of our training and policies through simulations, which may include simulated phishing emails and tabletop exercises. We apply similar processes, technologies, and controls to manage cybersecurity risks associated with third-party suppliers.
Additionally, we conduct cybersecurity awareness and sensitive information protection training for our employees, and we periodically test the effectiveness of our training and policies through simulations, which may include simulated phishing emails and tabletop exercises. We apply similar processes, technologies, and controls to assess, identify, and manage cybersecurity risks associated with third-party suppliers.
Certain risks identified by our enterprise risk management function, including cybersecurity risks, are monitored by our Risk Steering Committee, a senior management level committee that includes our Executive Team. The Risk Steering Committee’s review of these risks in turn informs the risk management updates provided to the Risk Oversight Committee of our Board of Directors.
Certain risks identified by our enterprise risk management function, including cybersecurity risks, are monitored by our Risk Steering Committee, a senior management level committee that includes our executive officers. The Risk Steering Committee’s review of these risks in turn informs the risk management updates provided to the Risk Oversight Committee of our Board of Directors.
Our CISO, CTO, and our Risk Steering Committee are informed about and oversee the prevention, mitigation, detection, and remediation of cybersecurity incidents through their management of, and participation in, the cybersecurity risk management and strategy processes described above, including the operation of our incident response plan.
Our CISO, CPTO, and our Risk Steering Committee are informed about and oversee the prevention, mitigation, detection, and remediation of cybersecurity incidents through their management of, and participation in, the cybersecurity risk management and strategy processes described above, including the operation of our incident response plan.
Our enterprise risk management program serves as a second line of defense, bringing holistic risk oversight and serving as a partner to the business to help first line teams strategically manage risk. Our enterprise risk management function also establishes a risk and governance framework to help identify, prioritize and optimize risk-reward decisions.
Our enterprise risk management program serves as a second line of defense, 47 Table of Contents bringing holistic risk oversight and serving as a partner to the business to help first line teams strategically manage risk. Our enterprise risk management function also establishes a risk and governance framework to help identify, prioritize and optimize risk-reward decisions.
Our CISO previously held certifications include ISC2 Certified Information Systems Security Professional, EC-Council Certified Chief Information Security Officer, and ISACA Certified Data Privacy Solutions Engineer.
Our CISO previously held certifications include ISC2 Certified Information Systems Security Professional, EC-Council Certified Chief Information Security Officer, IAPP Certified Information Privacy Technologist, and ISACA Certified Data Privacy Solutions Engineer.
Our CISO has nearly twenty years of experience in various roles involving managing information security, developing cybersecurity strategy, implementing effective information and cybersecurity programs, and secure architecture and design, as well as several relevant degrees and certifications, including a Bachelors of Science in Computer Engineering from the University of Denver, and IAPP Certified Information Privacy Technologist.
Our CISO has nearly twenty years of experience in various roles involving managing information security, developing cybersecurity strategy, implementing effective information and cybersecurity programs, and secure architecture and design, as well as several relevant degrees and certifications, including a Bachelors of Science in Computer Engineering from the University of Denver.
Additionally, Internal Audit will annually review certain aspects of our cybersecurity program and the related Internal Controls, and our external auditor will test relevant controls around our cybersecurity program and incident reporting. We also do external testing, and in 2024 completed a NIST Cybersecurity Framework audit with Mandiant.
Additionally, Internal Audit will annually review certain aspects of our cybersecurity program and the related Internal Controls, and our external auditor will test relevant controls around our cybersecurity program and incident reporting. We also do external testing, and conduct annual NIST Cybersecurity Framework audits utilizing external assessors.
We engage third-parties to conduct information security testing, including penetration testing, on our systems including our credit card payments infrastructure. In addition, our information security program is subject to periodic self-assessments that measure the maturity of our program in a manner aligned with the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework (“CSF”).
In addition, our information security program is subject to periodic self-assessments that measure the maturity of our program in a manner aligned with the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework (“CSF”).
In addition, our CISO has direct access to the chair of our Risk Oversight Committee and is expected to keep that committee apprised of any significant developments that may emerge between scheduled meetings that may require the attention of our Risk Oversight Committee.
In addition, our CISO has direct access to the chair of our Risk Oversight Committee and is expected to keep that committee apprised of any significant developments that may emerge between scheduled meetings that may require the attention of our Risk Oversight Committee. 48 Table of Contents Our Risk Oversight Committee provides a quarterly report to the Board of Directors on enterprise risk management matters overseen by that Committee, including cybersecurity-related matters.
Our Risk Oversight Committee assists our Board of Directors with its oversight of Etsy’s management of risk exposures, including oversight of technology and information security related risks, as well as oversight of management’s processes for effectively monitoring and mitigating risk. 67 Table of Contents Our management has general responsibility for day-to-day implementation of our information technology, cybersecurity, and privacy strategies and policies, including deployment and use of security tools, applications, and annual employee training.
Our Risk Oversight Committee assists our Board of Directors with its oversight of Etsy’s management of risk exposures, including oversight of technology and information security related risks, as well as oversight of management’s processes for effectively monitoring and mitigating risk.
Role or project specific employee training, as well as other training, may occur more frequently than annually, as needed. Our cybersecurity risk management and strategy processes, which are discussed in greater detail above, are typically led by our Chief Technology Officer (“CTO”), who is assisted by our Chief Information Security Officer (“CISO”).
Our cybersecurity risk management and strategy processes, which are discussed in greater detail above, are typically led by our Chief Product and Technology Officer (“CPTO”), who is assisted by our Chief Information Security Officer (“CISO”).
Removed
On December 5, 2024, we announced that our CTO would cease serving as CTO effective December 31, 2024, and that we had initiated a search for her successor. In the interim, two current vice presidents of engineering, one of whom is our CISO, are providing interim leadership of our engineering organization.
Added
To identify and assess cybersecurity threats, we evaluate information from a variety of sources, including internal monitoring and, where applicable, external threat intelligence (including advisories and information from governmental, public, and private sources), as well as findings from security testing and observed cybersecurity incidents.
Removed
Our Risk Oversight Committee provides a quarterly report to the Board of Directors on enterprise risk management matters overseen by that Committee, including cybersecurity-related matters.
Added
We engage third-parties to conduct information security testing, including penetration testing, on our systems including our credit card payments infrastructure. We also maintain a vulnerability identification and reporting process designed to encourage the responsible reporting of potential security vulnerabilities, which may include engagement with external security researchers.
Added
One of the members of our Risk Oversight Committee holds a Certificate in Cyber-Risk Oversight from Carnegie Mellon University and a Certificate from the NYU Law – Nasdaq Center for Board Excellence Cyber Scholar Program.
Added
Our management has general responsibility for day-to-day implementation of our information technology, cybersecurity, and privacy strategies and policies, including deployment and use of security tools, applications, and annual employee training. Role or project specific employee training, as well as other training, may occur more frequently than annually, as needed.
Added
Our CPTO previously served as Chief Technology & Product Officer at Depop, where he successfully scaled the technology team to support rapid growth and transformed the customer experience to one that is driven by strong machine learning capabilities.
Added
Prior to Depop, our CPTO spent nearly 10 years at Etsy, where he led engineering teams during periods of significant growth and transformation across a wide range of critical areas, including ads, marketing technology, seller experience, trust and safety, localization and translation, and data engineering.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market for Etsy’s Common Stock Our common stock has been listed on the Nasdaq Global Select Market under the symbol “ETSY” since April 16, 2015. Prior to that date, there was no public trading market for our common stock.
Biggest changeOur common stock was listed on the Nasdaq Global Select Market under the symbol “ETSY” from April 16, 2015 to October 10, 2025. Prior to that date, there was no public trading market for our common stock.
These stock repurchase programs have no expiration date. (3) These shares were purchased pursuant to a 10b5-1 trading plan or in open market purchases. Share repurchases may be executed through open market repurchases, privately negotiated transactions or by other means, including repurchase plans designed to comply with Rule 10b5-1 and other derivative, accelerated share repurchase and other structured transactions.
These stock repurchase programs have no expiration date. (3) These shares were purchased pursuant to a 10b5-1 trading plan. Share repurchases may be executed through open market repurchases, privately negotiated transactions or by other means, including repurchase plans designed to comply with Rule 10b5-1 and other derivative, accelerated share repurchase and other structured transactions.
(2) In June 2023, our Board of Directors approved a stock repurchase program that authorizes repurchases of up to $1 billion of our common stock. The table also reflects the authorization, in October 2024, of a new stock repurchase program that authorizes repurchases of up to an additional $1 billion of our common stock.
(2) In October 2024, our Board of Directors approved a stock repurchase program that authorizes repurchases of up to $1 billion of our common stock. The table also reflects the authorization, in December 2025, of a new stock repurchase program that authorizes repurchases of up to an additional $750 million of our common stock.
Holders of Record As of the close of business on February 14, 2025, there were approximately 726 stockholders of record of our common stock.
Holders of Record As of the close of business on February 13, 2026, there were approximately 685 stockholders of record of our common stock.
Issuer Purchases of Equity Securities The table below provides information with respect to repurchases of shares of our common stock during the three months ended December 31, 2024 (in thousands, except per share amounts): Period Total Number of Shares Purchased Average Price Paid per Share(1) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(2)(3) Approximate Dollar Value of Shares that May Yet be Purchased under the Plans or Programs(2) October 1 - 31 1,102 $ 50.74 1,102 $ 1,204,007 November 1 - 30 2,884 52.92 2,884 1,051,344 December 1 - 31 894 57.17 894 1,000,278 Total 4,880 53.20 4,880 1,000,278 (1) Average price paid per share excludes broker commissions and excise tax.
Issuer Purchases of Equity Securities The table below provides information with respect to repurchases of shares of our common stock during the three months ended December 31, 2025 (in thousands, except per share amounts): Period Total Number of Shares Purchased Average Price Paid per Share(1) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(2)(3) Approximate Dollar Value of Shares that May Yet be Purchased under the Plans or Programs(2) October 1 - 31 491 $ 70.40 491 $ 321,897 November 1 - 30 800 57.19 800 276,160 December 1 - 31 970 54.53 970 973,201 Total 2,261 2,261 (1) Average price paid per share excludes broker commissions and excise tax.
Such returns are based on historical results and are not intended to suggest future performance. The Russell 1000 Index, S&P 500 Index, and S&P SmallCap 600 Index assume reinvestment of any dividends.
The graph assumes $100 was invested at the market close on December 31, 2020 in the common stock of Etsy, Inc. Such returns are based on historical results and are not intended to suggest future performance. The Russell 1000 Index and S&P SmallCap 600 Index assume reinvestment of any dividends.
The timing and exact amount of any common stock repurchases will depend on various factors, including market conditions, common stock trading price, our liquidity and financial performance and legal considerations. 69 Table of Contents Performance Graph Our 2023 Annual Report on Form 10-K included a comparison of the cumulative total return of our common stock with the S&P 500 Index since December 31, 2018.
The timing and exact amount of any common stock repurchases will depend on various factors, including market conditions, common stock trading price, our liquidity and financial performance and legal considerations. 50 Table of Contents Performance Graph The following graph shows a comparison from December 31, 2020 through December 31, 2025, of the cumulative total returns for our common stock, the Russell 1000 Index, and the S&P SmallCap 600 Index.
Removed
In 2024, there were changes to the indices that Etsy is included in, and, as a result, we believe that the S&P SmallCap 600 Index is a more appropriate index than the S&P 500 for comparison of our stock performance.
Added
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market for Etsy’s Common Stock Our common stock has been listed on the New York Stock Exchange under the symbol “ETSY” since October 13, 2025.
Removed
If a company discloses a different index from that used in the immediately preceding fiscal year, the company’s stock performance must be compared with both the newly disclosed index and the index used in the immediately preceding year.
Removed
Accordingly, the following graph shows a comparison from December 31, 2019 through December 31, 2024, of the cumulative total returns for our common stock, the Russell 1000 Index, the S&P 500 Index, and the S&P SmallCap 600 Index. The graph assumes $100 was invested at the market close on December 31, 2019 in the common stock of Etsy, Inc.

Item 7. Management's Discussion & Analysis

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

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Biggest changeThe financial measures and key operating metrics we use are: Year Ended December 31, % (Decline) / Growth Y/Y Year Ended December 31, % (Decline) / Growth Y/Y 2024 2023 2022 (in thousands, except percentages) GMS (1)(2) $ 12,586,952 $ 13,161,196 (4.4) % $ 13,318,396 (1.2) % Revenue $ 2,808,332 $ 2,748,377 2.2 % $ 2,566,111 7.1 % Marketplace revenue $ 2,020,744 $ 1,997,190 1.2 % $ 1,910,887 4.5 % Services revenue $ 787,588 $ 751,187 4.8 % $ 655,224 14.6 % Gross profit $ 2,033,778 $ 1,919,702 5.9 % $ 1,821,519 5.4 % Operating expenses $ 1,653,570 $ 1,639,861 0.8 % $ 2,480,079 (33.9) % Net income (loss) $ 303,281 $ 307,568 (1.4) % $ (694,288) (144.3) % Net income (loss) margin (3) 10.8 % 11.2 % (40) bps (27.1) % 3,830 bps Adjusted EBITDA (Non-GAAP) $ 781,538 $ 754,311 3.6 % $ 716,882 5.2 % Adjusted EBITDA margin (Non-GAAP) 27.8 % 27.4 % 40 bps 27.9 % (50) bps Active sellers (1)(4) 8,134 9,035 (10.0) % 7,470 21.0 % Active buyers (1)(4) 95,459 96,483 (1.1) % 95,076 1.5 % (1) Unaudited.
Biggest changeSee “Non-GAAP Financial Measures” for more information regarding our use of Adjusted EBITDA, Adjusted EBITDA margin, and free cash flow, and reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measure. 52 Table of Contents Our financial measures and key operating metrics are (in thousands, except percentages): Year Ended December 31, % (Decline) / Growth Y/Y 2025 2024 GMS (1)(2) $ 11,916,900 $ 12,586,952 (5.3) % Revenue $ 2,883,501 $ 2,808,332 2.7 % Revenue take rate (3) 24.2 % 22.3 % 190 bps Marketplace revenue $ 2,007,164 $ 2,020,744 (0.7) % Services revenue $ 876,337 $ 787,588 11.3 % Gross profit $ 2,065,701 $ 2,033,778 1.6 % Operating expenses $ 1,799,491 $ 1,653,570 8.8 % Net income $ 162,982 $ 303,281 (46.3) % Net income margin 5.7 % 10.8 % (510) bps Adjusted EBITDA (Non-GAAP) $ 734,511 $ 781,538 (6.0) % Adjusted EBITDA margin (Non-GAAP) 25.5 % 27.8 % (230) bps Net cash provided by operating activities $ 693,414 $ 752,469 (7.8) % Free cash flow (Non-GAAP) (1) $ 638,750 $ 708,971 (9.9) % Active sellers (1)(4) 8,762 8,134 7.7 % Active buyers (1)(5) 93,539 95,459 (2.0) % (1) Unaudited.
This discussion, particularly information with respect to our outlook, key trends and uncertainties, our plans and strategy for our business, and our performance and future success, includes forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below.
This discussion, particularly information with respect to our outlook, key trends and uncertainties, and our plans and strategy for our business, performance, and future success, includes forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below.
We generate revenue primarily from marketplace activities, including transaction (inclusive of offsite advertising), payments processing, and listing fees, as well as from optional seller services, which include on-site advertising and shipping labels.
We generate revenue primarily from marketplace activities, including transaction fees (inclusive of offsite advertising), payments processing fees, and listing fees, as well as from optional seller services, which primarily include on-site advertising and shipping labels.
For purchase obligations with cancellation provisions, the amounts included in the table above were limited to the non-cancelable portion of the agreement terms and where applicable the minimum cancellation fees, and are only included to the extent that they further reduce minimum commitments. Since this disclosure only includes minimum commitments, actual spend may vary from the amount disclosed.
For purchase obligations with cancellation provisions, the amounts included in the table above were limited to the non-cancelable portion of the agreement terms and where applicable the minimum cancellation fees, which are only included to the extent that they further reduce minimum commitments. Since this disclosure only includes minimum commitments, actual spend may vary from the amount disclosed.
Purchase obligations primarily consist of the minimum, non-cancelable commitments as well as cancellation fees related to technology spending. For agreements with variable terms, we do not estimate what the total obligation may be beyond any minimum quantities and/or pricing.
(4) Purchase obligations primarily consist of the minimum, non-cancelable commitments as well as cancellation fees related to technology spending. For agreements with variable terms, we do not estimate what the total obligation may be beyond any minimum quantities and/or pricing.
We track “Paid GMS” for the Etsy marketplace and define it as Etsy marketplace GMS that is attributable to our performance marketing efforts, which excludes most of our marketing investments focused on brand awareness like TV and digital video.
We track “Paid GMS” for the Etsy marketplace and define it as Etsy marketplace GMS that is attributable to our performance marketing efforts, which excludes most of our marketing investments focused on brand awareness like TV and digital video ads.
Currency-Neutral GMS Growth We calculate currency-neutral GMS growth by translating current period GMS for goods sold that were listed in non-U.S. dollar currencies into U.S. dollars using prior year foreign currency exchange rates.
Currency-Neutral GMS We calculate currency-neutral GMS by translating current period GMS for goods sold that were listed in non-U.S. dollar currencies into U.S. dollars using prior year foreign currency exchange rates.
Some of these limitations are: • Adjusted EBITDA does not consider the non-cash expense of stock-based compensation expense, which has been, and for the foreseeable future is expected to continue to be, a significant recurring expense and an important part of how we attract, reward, and retain employees; • although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements; • Adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us; and • other companies, including companies in our industry, may calculate Adjusted EBITDA differently, which reduces its usefulness as a comparative measure.
Some of these limitations are: • Adjusted EBITDA does not consider stock-based compensation expense and related payroll taxes, which has been, and for the foreseeable future is expected to continue to be, a significant recurring expense and an important part of how we attract, reward, and retain employees; • although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements; • Adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us; and • other companies, including companies in our industry, may calculate Adjusted EBITDA differently, which reduces its usefulness as a comparative measure.
We believe that Adjusted EBITDA and Adjusted EBITDA margin can provide useful measures for period-to-period comparisons of our business as they remove the impact of certain non-cash items and certain variable charges. 78 Table of Contents Adjusted EBITDA and Adjusted EBITDA margin have limitations as analytical tools, and you should not consider them in isolation or as a substitute for analysis of our results as reported under GAAP.
We believe that Adjusted EBITDA and Adjusted EBITDA margin can provide useful measures for period-to-period comparisons of our business as they remove the impact of certain non-cash items and certain variable charges. 57 Table of Contents Adjusted EBITDA and Adjusted EBITDA margin have limitations as analytical tools, and you should not consider them in isolation or as a substitute for analysis of our results as reported under GAAP.
Because of these limitations, you should consider Adjusted EBITDA and Adjusted EBITDA margin alongside other financial performance measures, including net income (loss), revenue, and our other GAAP results.
Because of these limitations, you should consider Adjusted EBITDA and Adjusted EBITDA margin alongside other financial performance measures, including net income, net income margin, revenue, and our other GAAP results.
As of December 31, 2024, a majority of our cash and cash equivalents, short-term, and long-term investments balance was held in the United States. Our cash and cash equivalents are held for future investments, working capital funding, and general corporate purposes. We fund our non-U.S. operations from our funds held in the United States on an as-needed basis.
As of December 31, 2025, a majority of our cash and cash equivalents, short-term, and long-term investments balance was held in the United States. Our cash and cash equivalents are held for future investments, working capital funding, and general corporate purposes. We fund our non-U.S. operations from our funds held in the United States on an as-needed basis.
Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Annual Report, particularly in Part I, Item 1A, “Risk Factors.” We have omitted discussion of 2022 results where it would be redundant to the discussion previously included in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023.
Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Annual Report, particularly in Part I, Item 1A, “Risk Factors.” We have omitted discussion of 2023 results and year-to-year comparisons of 2024 and 2023 where it would be redundant to the discussion previously included in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024.
If actual results were to be materially different than estimated, it could result in a material impact on our consolidated financial statements in future periods. 81 Table of Contents Valuation of Goodwill Goodwill is tested for impairment at the reporting unit level annually, or more frequently if triggering events occur.
If actual results were to be materially different than estimated, it could result in a material impact on our consolidated financial statements in future periods. Valuation of Goodwill Goodwill is tested for impairment at the reporting unit level annually, or more frequently if triggering events occur.
Significant judgments inherent in this analysis include, but are not limited to, estimates of future revenue, operating margins, long-term growth rates, and discount rates. Our estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable.
Significant judgments inherent in this analysis include, but are not limited to, estimates of future revenue, operating margins, long-term growth rates, and discount rates. Our 61 Table of Contents estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable.
We believe we will meet longer-term expected future cash requirements and obligations through a combination of existing cash and cash equivalent balances, cash flows from operations, and amounts available for borrowing from our senior secured revolving credit facility or other financings.
We believe we will meet longer-term expected future cash requirements and obligations through a combination of existing cash and cash equivalent balances, cash flows from operations, and amounts available for borrowing from our 2023 Credit Agreement or other financings.
Recent Accounting Pronouncements See Part II, Item 8, “Financial Statements and Supplementary Data—Note 1—Basis of Presentation and Summary of Significant Accounting Policies” for information regarding recently adopted and recently issued accounting pronouncements. 82 Table of Contents
Recent Accounting Pronouncements See Part II, Item 8, “Financial Statements and Supplementary Data—Note 1—Basis of Presentation and Summary of Significant Accounting Policies ” for information regarding recently adopted and recently issued accounting pronouncements.
Non-GAAP Financial Measures Adjusted EBITDA and Adjusted EBITDA Margin In this Annual Report, we provide Adjusted EBITDA, a non-GAAP financial measure that represents our net income (loss) adjusted to exclude: stock-based compensation expense; depreciation and amortization; provision (benefit) for income taxes; interest and other non-operating (income) expense, net; foreign exchange (gain) loss; retroactive non-income tax expense; restructuring and other exit costs; acquisition, divestiture, and corporate structure-related expenses; asset impairment charges; and loss on sale of business.
Non-GAAP Financial Measures Adjusted EBITDA and Adjusted EBITDA Margin Adjusted EBITDA represents our net income adjusted to exclude: stock-based compensation expense and related payroll taxes; depreciation and amortization; provision for income taxes; interest and other non-operating income, net; foreign exchange loss (gain); asset impairment charge; acquisition, divestiture, and corporate structure-related expenses; loss on sale of business; restructuring and other exit costs; and retroactive non-income tax expense.
The (provision) benefit includes the effect of uncertain tax position reserves and changes to reserves that are considered appropriate as well as the related net interest and penalties.
The provision includes the effect of uncertain tax position reserves and changes to reserves as well as the related net interest and penalties.
See Part II, Item 8, “Financial Statements and Supplementary Data—Note 1—Basis of Presentation and Summary of Significant Accounting Policies” for further information on our critical accounting policies related to revenue recognition, income taxes, goodwill, and leases.
See Part II, Item 8, “Financial Statements and Supplementary Data—Note 1—Basis of Presentation and Summary of Significant Accounting Policies” for further information on our critical accounting policies.
We also provide Adjusted EBITDA margin, a non-GAAP financial measure that presents Adjusted EBITDA divided by revenue. Below is a reconciliation of Adjusted EBITDA to net income (loss), the most directly comparable GAAP financial measure.
Adjusted EBITDA margin represents Adjusted EBITDA divided by revenue. Below is a reconciliation of Adjusted EBITDA to net income, the most directly comparable GAAP financial measure.
Cost of revenue also includes certain employee compensation-related expenses as well as chargebacks to support payments revenue and costs of refunds made to buyers that we either are not able to collect from sellers or are otherwise covered by us, which we collectively refer to as cost of refunds.
Cost of revenue also includes chargebacks to support payments revenue and costs of refunds made to buyers that we either are not able to collect from sellers or are otherwise covered by us, which we collectively refer to as cost of refunds. Additionally, cost of revenue includes depreciation and amortization and third-party customer support services.
As part of our commitment to integrity and transparency, we continuously monitor, and from time to time adjust, the criteria for disqualifying a seller as an active seller.
As part of our commitment to integrity and transparency, we continuously monitor, and from time to time adjust, the criteria for disqualifying a seller as an active seller. (5) Active buyers includes Etsy marketplace active buyers of 86.5 million as of December 31, 2025.
Percent U.S. buyer GMS is GMS from transactions in which the shipping address entered by the buyer at the time of sale is in the U.S., net of refunds. GMS from transactions in which the shipping address entered by the buyer at the time of sale is not in the U.S is referred to as non-U.S. buyer GMS.
GMS from transactions in which the shipping address entered by the buyer at the time of sale is not in the U.S., net of refunds is referred to as non-U.S. buyer GMS. Percent U.S. buyer GMS for the periods presented below are as follows: Year Ended December 31, 2025 2024 Percent U.S.
Operating lease obligations consist of obligations under non-cancelable operating leases, including a portion of our headquarter office located in Brooklyn, New York and for a majority of our other office locations, and include imputed interest and tenant improvement allowances. $3.5 million of operating lease obligations are due within 12 months.
(3) Operating lease obligations consist of obligations under non-cancelable operating leases, including a portion of our headquarter office located in Brooklyn, New York and for a majority of our other office locations, and include imputed interest and rent concessions. The table above does not reflect tenant improvement allowances.
Liquidity and Capital Resources Cash and cash equivalents and short-term investments were $1.0 billion as of December 31, 2024. Additionally, we have $111.7 million in long-term investments, a majority of which we can liquidate at short notice and with minimal penalties if needed. We also have the ability to draw down on our $400.0 million senior secured revolving credit facility.
Additionally, we have $134.4 million in long-term investments, a majority of which we can liquidate at short notice and with minimal penalties if needed. We also have the ability to draw down on our $400.0 million senior secured revolving credit facility (the “2023 Credit Agreement”).
We believe that our existing cash and cash equivalents and short- and long-term investments, together with cash generated from operations, will be sufficient to meet our anticipated operating cash needs for at least the next 12 months.
As of December 31, 2025, the amount remaining available for repurchases under the approved plans was $973.2 million. We believe that our existing cash and cash equivalents and short- and long-term investments, together with cash generated from operations, will be sufficient to meet our anticipated operating cash needs for at least the next 12 months.
The results of Elo7 Serviços de Informática S.A. (“Elo7”), through its sale on August 10, 2023, are included in all financial and other metrics discussed in this report, unless otherwise noted.
The results of Reverb, until its sale on June 2, 2025, and Elo7, through its sale on August 10, 2023, are included in all financial results and other metrics discussed in this report, unless otherwise noted.
No further impairment charges were recorded within our Etsy or Reverb reporting units as of our annual impairment test in the fourth quarter of 2022. See Part II, Item 8, “Financial Statements and Supplementary Data—Note 6—Goodwill and Intangible Assets” for further discussion and presentation of these amounts.
No impairment charges were recorded within our Etsy reporting unit as of our annual impairment test in the fourth quarter of 2025 and no indication of goodwill impairment was identified in 2024 or 2023. See Part II, Item 8, “Financial Statements and Supplementary Data—Note 6—Goodwill and Intangible Assets” and “Note 5—Sale of Business” for further information.
In October 2024, the Board of Directors approved a new stock repurchase program that authorizes us to repurchase up to an additional $1 billion of our common stock. As of December 31, 2024, the remaining amount available to be repurchased under the approved plans was $1.0 billion.
In October 2024, the Board of Directors approved a stock repurchase program that authorizes us to repurchase up to $1 billion of our common stock. In December 2025, the Board of Directors approved a new stock repurchase program that authorizes us to repurchase up to an additional $750 million of our common stock.
As of December 31, 2024, we had net working capital of $662.6 million and in 2024, we had positive operating cash flows of $752.5 million.
As of December 31, 2025, we had net working capital of $597.4 million and in 2025, we had positive operating cash flows of $693.4 million.
Net Cash Used in Investing Activities Net cash used in investing activities corresponds with purchases and sales and maturities of investments and cash capital expenditures, including investments in website and app development and purchases of property and equipment to support our overall business growth.
Net Cash Provided by (Used in) Investing Activities Net cash provided by (used in) investing activities results from purchases and maturities of investments and capital expenditures, including investments in website and app development and purchases of property and equipment to support our business initiatives, and any proceeds from sale of business.
Based on the terms of each series of Notes, when a conversion notice is received, we have the option to pay or deliver cash, shares of our common stock, or a combination thereof. No debt obligations are due within 12 months.
Based on the terms of each series of convertible senior notes, when a conversion notice is received, we have the option to pay by delivery of cash, shares of our common stock, or a combination thereof. Interest payments consist of interest due in connection with our convertible senior notes.
The approximately 4% decline in GMS compared to 2023 was primarily driven by a decrease in Etsy marketplace GMS, partially offset by an increase in GMS for the Depop marketplace.
The approximately 5% decline in GMS compared to 2024 was primarily driven by the sale of Reverb on June 2, 2025 and a decrease in Etsy marketplace GMS, partially offset by an increase in GMS for the Depop marketp lace.
We believe we have used reasonable estimates and assumptions in preparing the consolidated financial statements. Our actual results could differ from these estimates.
We continue to monitor the effects of global macroeconomic and geopolitical factors on our results of operations, cash flows, and financial position. We believe we have used reasonable estimates and assumptions in preparing the consolidated financial statements. Our actual results could differ from these estimates.
Interest expense consists primarily of amortization of debt issuance costs and coupon interest expense related to our convertible notes. Interest expense also includes interest associated with the portion of our Brooklyn headquarters lease which is accounted for as a finance lease.
Interest expense also includes interest associated with the portion of our Brooklyn headquarters lease which is accounted for as a finance lease. Interest and other income is primarily comprised of interest income from our investment accounts.
As reported and currency-neutral GMS (decline) / growth for the periods presented below are as follows: Year-to-Date Period Ended As Reported Currency-Neutral FX Impact December 31, 2024 (4.4) % (4.5) % 0.1 % December 31, 2023 (1.2) % (1.2) % — % December 31, 2022 (1.3) % 1.6 % (2.9) % 73 Table of Contents Key Factors Affecting Our Performance We believe that our performance and future success depend on a number of factors that present significant opportunities for us, including those discussed in Part I, Item 1, “Business,” but also pose risks and challenges, including those discussed in Part I, Item 1A, “Risk Factors.” Components of Our Results of Operations Revenue Our revenue is diversified and generated from a mix of marketplace activities and other optional services we provide primarily to sellers to help them generate more sales and scale their businesses.
As reported and currency-neutral GMS decline for the periods presented below are as follows: Year-to-Date Period Ended As Reported Currency-Neutral FX Impact December 31, 2025 (5.3) % (5.8) % 0.5 % December 31, 2024 (4.4) % (4.5) % 0.1 % Results of Operations Comparison of 2025 and 2024 Revenue Our revenue is diversified and generated from a mix of marketplace activities and other optional services we provide primarily to sellers to help them generate more sales and scale their businesses.
Cost of Revenue: Cost of revenue primarily consists of the cost of interchange and other fees for payments processing services and expenses associated with cloud-related hosting and bandwidth costs.
This is compared with approximately 2,400 total employees worldwide on December 31, 2024, including approximately 400 Depop employees and 180 Reverb employees. Cost of Revenue Cost of revenue primarily consists of the cost of interchange and other fees for payments processing services and expenses associated with cloud-related hosting and bandwidth costs.
GMS Gross merchandise sales (“GMS”) is the dollar value of items sold in our marketplaces, excluding shipping fees and net of refunds, within the applicable period. GMS does not represent revenue earned by us. GMS is largely driven by transactions in our marketplaces and is not directly impacted by Services activity.
(2) Gross merchandise sales (“GMS”) for 2025 includes Etsy marketplace GMS of $10,460.7 million, Depop GMS of $1,074.9 million, and Reverb GMS of $381.3 million. GMS is the dollar value of items sold in our marketplaces, excluding shipping fees and net of refunds, within the applicable period. GMS does not represent revenue earned by us.
Product development Year Ended December 31, Change Y/Y Year Ended December 31, Change Y/Y 2024 2023 $ % 2022 $ % (in thousands, except percentages) Product development $ 443,056 $ 469,332 $ (26,276) (5.6) % $ 412,398 $ 56,934 13.8 % Percentage of total revenue 15.8 % 17.1 % 16.1 % Product development expenses decreased, primarily due to decreased employee compensation-related expenses, including stock-based compensation.
Product development Year Ended December 31, Change Y/Y (in thousands, except percentages) 2025 2024 $ % Product development $ 450,192 $ 443,056 $ 7,136 1.6 % Percentage of total revenue 15.6 % 15.8 % Product development expenses increased primarily due to increased employee compensation-related expenses.
In 2024, we had positive operating cash flows of $752.5 million. 71 Table of Contents Key Operating and Financial Metrics We collect and analyze operating and financial data to evaluate the health and performance of our business and allocate our resources (such as capital, people, and technology investments).
Key Operating and Financial Metrics We collect and analyze operating and financial data to evaluate the health and performance of our business and allocate our resources (such as capital, people, and technology investments). We provide Etsy marketplace standalone information in certain instances where particularly relevant.
We gained leverage as cost of revenue did not increase as fast as revenue. 76 Table of Contents Marketing Year Ended December 31, Change Y/Y Year Ended December 31, Change Y/Y 2024 2023 $ % 2022 $ % (in thousands, except percentages) Marketing $ 856,565 $ 759,196 $ 97,369 12.8 % $ 710,399 $ 48,797 6.9 % Percentage of total revenue 30.5 % 27.6 % 27.7 % The increase in marketing expenses was driven by increased performance marketing costs, as we continued to invest in efficient channels and regions with positive return on investment.
Year Ended December 31, Change Y/Y (in thousands, except percentages) 2025 2024 $ % Marketing $ 914,830 $ 856,565 $ 58,265 6.8 % Percentage of total revenue 31.7 % 30.5 % Marketing expenses increased primarily due to an increase in performance marketing, as we continued to invest in efficient channels and regions with positive return on investment.
The growth in Services revenue was primarily driven by an increase of 4.2% in on-site advertising revenue, primarily due to an increase in average price per click on Etsy Ads. Service revenue also increased, to a lesser extent, due to an increase of 14.8% in shipping label revenue, primarily due to the Depop marketplace.
Services revenue increased primarily due to a $62.2 million increase in advertising revenue, largely driven by an increase in average price per click on Etsy Ads.
The decrease in 2024 of $20.2 million, compared to the same period in 2023, was primarily due to a decrease in net purchases of investments. Net Cash Used in Financing Activities Net cash used in financing activities primarily consists of cash outflows from stock repurchases and payment of tax obligations on vested equity awards.
Net Cash Used in Financing Activities Net cash used in financing activities primarily consists of cash inflows from the issuance of convertible senior notes and cash outflows from stock repurchases and payment of tax obligations on vested equity awards.
In accordance with our investment policy, all investments, other than investments made through our Impact Investment Fund, have maturities no longer than 37 months, with the average maturity of these investments maintained at 12 months or less. 79 Table of Contents Sources of Liquidity We expect to continue to generate net positive operating cash flow, and the cash we generate from our core operations enables us to fund ongoing operations including investing in the areas outlined in Part I, Item 1, “Business—Primary Business Drivers.” We also have the ability to draw down on a $400.0 million senior secured revolving credit facility (the “2023 Credit Agreement”).
Sources of Liquidity We expect to continue to generate net positive operating cash flow, and the cash we generate from our core operations enables us to fund ongoing operations including investing in the areas outlined in Part I, Item 1, “Business—Overview—Core Business Drivers.” We also have the ability to draw down on the 2023 Credit Agreement.
Active Buyers An active buyer is a buyer who has made at least one purchase in the last 12 months. A buyer is separately identified in each of our marketplaces by a unique e-mail address; a single person can have multiple buyer accounts and can count as a distinct active buyer in each of our marketplaces.
A buyer is separately identified in each of our marketplaces by a unique e-mail address; a single person can have multiple buyer accounts and can count as a distinct active buyer in each of our marketplaces. We disclose key operating metrics because they provide meaningful insight into the performance and health of our business.
The following table reflects the reconciliation of net income (loss) to Adjusted EBITDA and the calculation of Adjusted EBITDA margin for each of the periods indicated: Year Ended December 31, 2024 2024 2023 2022 (in thousands) Net income (loss) $ 303,281 $ 307,568 $ (694,288) Excluding: Stock-based compensation expense 282,847 284,558 230,888 Depreciation and amortization 108,074 91,323 96,702 Provision (benefit) for income taxes 107,494 (14,748) 32,310 Interest and other non-operating (income) expense, net (17,176) (21,957) 3,212 Foreign exchange (gain) loss (13,391) 6,348 206 Retroactive non-income tax expense (1) 6,124 — — Restructuring and other exit costs 2,807 26,577 — Acquisition, divestiture, and corporate structure-related expenses 1,478 3,921 2,830 Asset impairment charges — 68,091 1,045,022 Loss on sale of business — 2,630 — Adjusted EBITDA $ 781,538 $ 754,311 $ 716,882 Divided by Revenue $ 2,808,332 $ 2,748,377 $ 2,566,111 Adjusted EBITDA margin 27.8 % 27.4 % 27.9 % (1) Retroactive non-income tax expense related to the digital services tax legislation in Canada, which was enacted on June 28, 2024 retroactive to January 1, 2022.
The following table reflects the reconciliation of net income to Adjusted EBITDA and the calculation of Adjusted EBITDA margin for each of the periods indicated (in thousands): Year ended December 31, 2025 2024 Net income $ 162,982 $ 303,281 Excluding: Stock-based compensation expense and related payroll taxes (1) 252,986 282,847 Depreciation and amortization 101,845 108,074 Provision for income taxes 83,683 107,494 Interest and other non-operating income, net (23,940) (17,176) Foreign exchange loss (gain) 40,428 (13,391) Asset impairment charge 101,703 — Acquisition, divestiture, and corporate structure-related expenses 7,156 1,478 Loss on sale of business 5,097 — Restructuring and other exit costs 2,571 2,807 Retroactive non-income tax expense (2) — 6,124 Adjusted EBITDA $ 734,511 $ 781,538 Divided by Revenue $ 2,883,501 $ 2,808,332 Adjusted EBITDA margin 25.5 % 27.8 % (1) Beginning in the first quarter of 2025, we excluded payroll tax expense related to stock-based compensation from Adjusted EBITDA because these taxes are directly related to stock-based compensation expense which is excluded from Adjusted EBITDA.
(Provision) Benefit for Income Taxes Year Ended December 31, Change Y/Y Year Ended December 31, Change Y/Y 2024 2023 $ % 2022 $ % (in thousands, except percentages) (Provision) benefit for income taxes $ (107,494) $ 14,748 $ (122,242) (828.9) % $ (32,310) $ 47,058 (145.6) % Percentage of total revenue (3.8) % 0.5 % (1.3) % The primary drivers of our income tax provision for 2024 were tax expense on income before income taxes and tax deficiencies from stock-based compensation due to a lower stock price at vesting of restricted stock units compared to the stock price upon grant.
The primary drivers of our income tax provision for 2024 were tax expense on income before income taxes and tax deficiencies from stock-based compensation due to a lower stock price at vesting of restricted stock units compared to the stock price upon grant.
The Etsy marketplace GMS per active buyer on a trailing twelve month basis declined 3.5% year-over-year to $121, along with a decline of 2.6% for active buyers on the Etsy marketplace, to 89.6 million.
The Etsy marketplace GMS per active buyer on a trailing twelve month b asis declined 0.5% year-over-year to $121, along with a year-over-year decline of 3.4% for active buyers on the Etsy marketplace, to 86.5 million. 53 Table of Contents U.S. buyer GMS is GMS from transactions in which the shipping address entered by the buyer at the time of sale is in the U.S., net of refunds.
Asset impairment charges Year Ended December 31, Change Y/Y Year Ended December 31, Change Y/Y 2024 2023 $ % 2022 $ % (in thousands, except percentages) Asset impairment charges $ — $ 68,091 $ (68,091) NM $ 1,045,022 $ (976,931) (93.5) % Percentage of total revenue — % 2.5 % 40.7 % Asset impairment charges were $68.1 million in 2023 related to the impairment of intangible assets and property and equipment of Elo7.
Asset impairment charges Year Ended December 31, Change Y/Y (in thousands, except percentages) 2025 2024 $ % Asset impairment charges $ 101,703 $ — $ 101,703 NM Percentage of total revenue 3.5 % — % Asset impairment charge was $101.7 million in 2025 related to the impairment of the goodwill of Reverb.
In addition, we have uncertain tax positions of $56.8 million and non-income tax related contingency reserves of $31.6 million. These amounts are not reflected in the table as the ultimate resolution and timing are uncertain. In June 2023, the Board of Directors approved a stock repurchase program that authorizes us to repurchase up to $1 billion of our common stock.
In addition, we have uncertain tax positions of $55.7 million and non-income tax related contingency reserves of $32.2 million on our Consolidated Balance Sheet as of December 31, 2025. These amounts are not reflected in the table above as the ultimate resolution and timing are uncertain.
The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, equity, revenue, expenses, and related disclosures. We evaluate our estimates and assumptions on an ongoing basis. We continue to monitor the effects of global macroeconomic and geopolitical factors on our results of operations, cash flows, and financial position.
Critical Accounting Estimates and Policies We prepare our consolidated financial statements in accordance with GAAP, which requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, equity, revenue, expenses, and related disclosures.
See Part II, Item 8, “Financial Statements and Supplementary Data—Note 6—Goodwill and Intangible Assets” and “Note 9—Property and Equipment” for more information.
See Part II, Item 8, “Financial Statements and Supplementary Data—Note 6—Goodwill and Intangible Assets” for more information. Other (Expense) Income Interest expense consists primarily of amortization of debt issuance costs and coupon interest expense related to our convertible senior notes.
These increases were partially offset by a decrease in transaction fee revenue due to a mix of volume and pricing, and primarily driven by a decline in GMS for the Etsy marketplace.
Marketplace revenue decreased primarily due to a $47.1 million decrease related to the sale of the Reverb marketplace on June 2, 2025 and a decrease of $16.8 million in transaction fee revenue, which was driven by a decline in Etsy marketplace GMS partially offset by an increase in Depop GMS.
The increase in 2024 of $47.0 million, compared to the same period in 2023, was primarily due to timing of the payment of prepaid expenses and other current assets, partially offset by a decrease in cash net income.
The decrease in 2025 of $59.1 million, compared to the same period in 2024, was primarily due to a 60 Table of Contents $80.4 million decrease in the change in working capital less cash, partially offset by an increase of $21.4 million in net income, excluding non-cash items.
There were no asset impairment charges in 2024. 77 Table of Contents Other Income (Expense) Year Ended December 31, Change Y/Y Year Ended December 31, Change Y/Y 2024 2023 $ % 2022 $ % (in thousands, except percentages) Other income (expense): Interest expense $ (13,806) $ (14,042) $ 236 (1.7) % $ (14,168) $ 126 (0.9) % Interest and other income 30,982 35,999 (5,017) (13.9) % 10,956 25,043 228.6 % Foreign exchange gain (loss) 13,391 (6,348) 19,739 (310.9) % (206) (6,142) 2,981.6 % Loss on sale of business — (2,630) 2,630 NM — (2,630) NM Other income (expense) $ 30,567 $ 12,979 $ 17,588 135.5 % $ (3,418) $ 16,397 (479.7) % Percentage of total revenue 1.1 % 0.5 % (0.1) % Other income increased, primarily driven by the remeasurement of non-functional currency cash and intercompany balances as changes in exchange rates resulted in a noncash gain for 2024 as compared to a noncash loss for 2023.
Year Ended December 31, Change Y/Y (in thousands, except percentages) 2025 2024 $ % Other (expense) income: Interest expense $ (18,509) $ (13,806) $ (4,703) 34.1 % Interest and other income 44,489 30,982 13,507 43.6 % Foreign exchange (loss) gain (40,428) 13,391 (53,819) (401.9) % Loss on sale of business (5,097) — (5,097) NM Other (expense) income $ (19,545) $ 30,567 $ (50,112) (163.9) % Percentage of total revenue (0.7) % 1.1 % Other expense in 2025 decreased from other income in 2024, primarily driven by changes in exchange rates that negatively impacted our non-functional currency cash and intercompany balances, which resulted in a loss for 2025 as compared to a gain for 2024. 56 Table of Contents Provision for Income Taxes Our provision for income taxes represents the estimated amount of federal, state, and foreign income taxes incurred in the U.S. and the other jurisdictions in which we operate.
Interest payments consist of interest due in connection with our Notes, $4.1 million of which are due within 12 months. Finance lease obligations consist of a portion of the lease on our headquarter office located in Brooklyn, New York, and include imputed interest and tenant improvement allowances. $9.9 million of finance lease obligations are due within 12 months.
See Part II, Item 8, “Financial Statements and Supplementary Data—Note 12—Debt” for additional information. (2) Finance lease obligations consist of a portion of the lease on our headquarter office located in Brooklyn, New York, and include imputed interest and rent concessions. The table above does not reflect tenant improvement allowances.
General and administrative expenses also include costs associated with the use of facilities and equipment, including depreciation and amortization and office related expenses, professional services expenses, digital services tax, bad debt expense, and non-income tax items. Asset impairment charges: Asset impairment charges consists of non-cash charges related to the impairment of goodwill, finite-lived intangible assets, and other long-lived assets.
This increase was partially offset by the sale of Reverb on June 2, 2025 and an increase in the amount of employee-related costs capitalized as a result of several larger projects. 55 Table of Contents General and administrative General and administrative expenses include costs associated with the use of facilities and equipment, including depreciation and amortization and office related expenses, professional services expenses, digital services tax, bad debt expense, and non-income tax items.
Digital marketing, also referred to as performance marketing, primarily consists of targeted promotional campaigns through electronic channels, such as product listing ads, search engine marketing, social channels, and affiliate programs, which are focused on buyer acquisition and retargeting. To a lesser extent, direct marketing expenses also include brand marketing, public relations and communications, marketing partnerships, and customer relationship management.
Performance marketing primarily consists of paid digital marketing which is focused on buyer acquisition and retargeting. To a lesser extent, marketing expenses also include brand marketing, as well as our owned marketing channels. Marketing expenses also include amortization expense related to acquired customer relationships and trademark intangible assets.
Services Revenue : Services revenue is comprised of the fees an Etsy marketplace seller pays us for our optional services (“Services”), including: • On-site advertising services (“Etsy Ads”), which allow Etsy marketplace sellers to pay for prominent placement of their listings; and • Shipping labels, which allows Etsy marketplace sellers in the United States, Canada, United Kingdom, and Australia to purchase discounted shipping labels.
Marketplace revenue is primarily comprised of the fees a seller pays for marketplace activities, including transaction fees (inclusive of offsite advertising), payments processing fees, and listing fees. Services revenue is primarily comprised of the fees a marketplace seller pays us for our optional services, including on-site advertising and shipping labels.
While these beliefs are based on our current expectations and assumptions, in light of current macroeconomic conditions, our future capital requirements and the adequacy of available funds will depend on many factors, including those described in Part I, Item 1A, “Risk Factors” in this Annual Report. 80 Table of Contents Historical Cash Flows Year Ended December 31, 2024 2023 2022 (in thousands) Cash provided by (used in): Operating activities $ 752,469 $ 705,513 $ 683,612 Investing activities (53,101) (73,307) (30,024) Financing activities (787,168) (656,533) (506,484) Net Cash Provided by Operating Activities Our cash flows from operations are largely dependent on the amount of revenue generated on our platforms, as well as cash payments for direct marketing expenses, employee compensation-related expenses, and payments processing fees.
While these beliefs are based on our current expectations and assumptions, in light of current macroeconomic conditions, our future capital requirements and the adequacy of available funds will depend on many factors, including those described in Part I, Item 1A, “Risk Factors” in this Annual Report.
General and administrative Year Ended December 31, Change Y/Y Year Ended December 31, Change Y/Y 2024 2023 $ % 2022 $ % (in thousands, except percentages) General and administrative $ 353,949 $ 343,242 $ 10,707 3.1 % $ 312,260 $ 30,982 9.9 % Percentage of total revenue 12.6 % 12.5 % 12.2 % General and administrative expenses increased, primarily due to net unfavorable non-income tax items, including net favorable items in 2023 which did not occur in 2024, as well as retroactive non-income tax expense related to the digital services tax legislation in Canada, which was enacted on June 28, 2024 retroactive to January 1, 2022.
Additionally, general and administrative expenses decreased due to retroactive non-income tax expense related to the digital services tax (“DST”) legislation in Canada, which was enacted on June 28, 2024 retroactive to January 1, 2022 and recorded in 2024, as well as net favorable non-income tax items. These decreases were partially offset by an increase in employee compensation-related expenses.
Costs and Operating Expenses We include stock-based compensation expense in the applicable operating expense category based on the respective equity award recipient’s function. We also include restructuring and other exit costs in the applicable operating expense category of the impacted function.
Product development employee compensation-related expenses are presented net of costs capitalized for website and app development. We also include restructuring and other exit costs in the applicable operating expense category of the impacted function. There were 2,375 total employees worldwide on December 31, 2025, including approximately 475 Depop employees.
Our primary Etsy marketplace is the global destination for unique, creative goods from independent sellers. It connects artisans and entrepreneurs with thoughtful consumers seeking items that reflect their tastes and values. We aim to create a virtuous cycle that benefits all of our stakeholders. Ultimately, our success is tied to our sellers; we make money when they do.
Overview Business Etsy op erates two-sided online marketplaces that connect millions of creative entrepreneurs with buyers around the world. The Etsy marketplace is the global destination for unique, creative goods from independent sellers, connecting artisans with thoughtful consumers seeking items that reflect their tastes and values. We also operate Depop Limited (“Depop”), a leading fashion resale marketplace acquired in 2021.
Additionally, marketing expenses increased, to a lesser extent, due to brand marketing costs, primarily driven by Depop U.S. brand marketing campaigns, and were largely offset by a decrease in employee compensation-related expenses. Paid GMS was 21% of overall GMS for 2024 compared to 20% for 2023.
This increase was partially offset by the sale of Reverb on June 2, 2025 and a decrease in brand marketing spend, although brand marketing investment increased at Depop. Paid GMS was 24% of overall GMS for 2025 compared to 21% for 2024.
Cost of Revenue Year Ended December 31, Change Y/Y Year Ended December 31, Change Y/Y 2024 2023 $ % 2022 $ % (in thousands, except percentages) Cost of revenue $ 774,554 $ 828,675 $ (54,121) (6.5) % $ 744,592 $ 84,083 11.3 % Percentage of total revenue 27.6 % 30.2 % 29.0 % The decrease in cost of revenue was primarily driven by a decrease in cost of refunds.
Year Ended December 31, Change Y/Y (in thousands, except percentages) 2025 2024 $ % Cost of revenue $ 817,800 $ 774,554 $ 43,246 5.6 % Percentage of total revenue 28.4 % 27.6 % The increase in cost of revenue was driven by an increase in cost of refunds, cloud-related hosting and bandwidth costs, and, to a lesser extent, Etsy Insider loyalty program costs, which launched in beta form in the third quarter of 2024.
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Overview Business Etsy operates two-sided online marketplaces that connect millions of passionate and creative buyers and sellers around the world. These marketplaces — which collectively create a “House of Brands” — share our mission, common levers for growth, similar business models, and a strong commitment to use business and technology to strengthen communities and empower people.
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On February 15, 2026 Etsy and eBay Inc. (“eBay”) entered into a Sale and Purchase Agreement (the “Purchase Agreement”) for eBay to purchase Depop, for $1.2 billion in cash, subject to certain adjustments as set forth in the Purchase Agreement.
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In addition to providing them with access to tens of millions of buyers, we offer tools and services to help sellers grow. For buyers, we surface quality listings that offer great value and provide a reliable shopping experience. When buyers are satisfied, it fuels this cycle.
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The sale is currently expected to close in the second quarter of 2026, subject to regulatory approval and certain other closing conditions as set forth in the Purchase Agreement.
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In addition to our core Etsy marketplace, our “House of Brands” consists of Reverb Holdings, Inc. (“Reverb”), our musical instrument marketplace acquired in 2019, and Depop Limited (“Depop”), our fashion resale marketplace acquired in 2021. Each Etsy, Inc. marketplace primarily operates independently, while benefiting from shared expertise in product development, marketing, technology, and customer support.
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Etsy will continue to own and operate Depop through such time as the transaction is completed, with Depop’s financial results classified as discontinued operations on Etsy’s consolidated financial statements for both current and prior periods beginning in the first quarter of fiscal year 2026.
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Our strategy is focused around: • Building a sustainable competitive advantage for the Etsy marketplace — our “Right to Win;” • Growing the Etsy marketplace in our core geographies and globally; and • Leveraging our marketplace playbook across our “House of Brands.” Our investments in technology infrastructure, product development, marketing, trust and safety, member support, helping sellers grow, and fostering engaged and impactful teams support our strategy, which you can read more about in Part I, Item 1, “Business—Primary Business Drivers.” Annual Key Metrics and Financial Highlights As of December 31, 2024, our marketplaces connected 8.1 million active sellers and 95.5 million active buyers in nearly every country in the world.
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In keeping with our current capital allocation approach, Etsy plans to utilize the proceeds from this transaction for general corporate purposes, continued share repurchases, and investment in the Etsy marketplace. On June 2, 2025, we completed the sale of Reverb Holdings, Inc.
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In 2024, sellers generated GMS of $12.6 billion. Total revenue was $2.8 billion in 2024, driven by growth in both Services and Marketplace revenue. In 2024, we recorded net income of $303.3 million and non-GAAP Adjusted EBITDA of $781.5 million.
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(“Reverb”), our musical instrument marketplace, and on August 10, 2023, we completed the sale of the parent holding company of Elo7 Serviços de Informática S.A. (“Elo7”), a Brazil-based marketplace for handmade and unique items.
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See “Non-GAAP Financial Measures” for more information and for a reconciliation of Adjusted EBITDA to net income (loss), the most directly comparable financial measure calculated in accordance with GAAP. Cash and cash equivalents and short-term investments were $1.0 billion as of December 31, 2024.
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(3) Revenue take rate is revenue divided by GMS. (4) Active sellers includes Etsy marketplace active sellers of 5.6 million as of December 31, 2025. Reverb active sellers are reflected in 2024 and excluded from 2025 following the completion of its sale. An active seller is a seller who has had a charge or sale in the last 12 months.
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As of December 31, 2024, we had three outstanding series of convertible notes, which collectively had a net carrying value of $2.3 billion. Additionally, we have the ability to draw down on our $400.0 million senior secured revolving credit facility.
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Reverb active buyers are reflected in 2024 and excluded from 2025 following the completion of its sale. An active buyer is a buyer who has made at least one purchase in the last 12 months.
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The financial results of Elo7 have been included in our consolidated financial results (“Consolidated”) until August 10, 2023 (the date of sale). We are providing Etsy marketplace standalone information in certain instances where particularly relevant.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeForeign Currency Exchange Risk We operate global marketplaces. Our revenues are denominated in the currencies in which the seller is paid, and our operating expenses are denominated in the currencies of the countries in which our operations are located. Etsy processes seller charges in our sellers’ ledger currencies.
Biggest changeItem 7A. Quantitative and Qualitative Disclosures About Market Risk. Foreign Currency Exchange Risk We operate global marketplaces. Our revenues are denominated in the currencies in which the seller is paid, and our operating expenses are denominated in the currencies of the countries in which our operations are located. Etsy processes seller charges in our sellers’ ledger currencies.
An adverse 10% change in foreign currency exchange rates would have resulted in a decrease to revenue of $113.7 million or approximately 4.0% of total revenue for 2024. Additionally, a 10% adverse change in foreign currency exchange rates would result in a currency exchange loss of $30.7 million based on balance sheet balances as of December 31, 2024.
An adverse 10% change in foreign currency exchange rates would have resulted in a decrease to revenue of $117.1 million or approximately 4.1% of total revenue for 2025. Additionally, a 10% adverse change in foreign currency exchange rates would result in a currency exchange loss of $9.1 million based on balance sheet balances as of December 31, 2025.
This compares to a revenue decrease of $111.1 million or approximately 4.0% of total revenue for 2023 and currency exchange loss of $11.5 million based on the same analysis performed on balance sheet balances as of December 31, 2023. 83 Table of Contents
This compares to a revenue decrease of $113.7 million or approximately 4.0% of total revenue for 2024 and currency exchange loss of $30.7 million based on the same analysis performed on balance sheet balances as of December 31, 2024. 62 Table of Contents
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Item 7A. Quantitative and Qualitative Disclosures About Market Risk. We have operations both within the United States and internationally and we are exposed to market risks in the ordinary course of our business, including the effects of foreign currency fluctuations. Information relating to quantitative and qualitative disclosures about these market risks is described below.

Other ETSY 10-K year-over-year comparisons