EBAY Form 4: 4,644-Share Insider Acquisition by Director Carol Hayles

Rhea-AI Filing Summary

eBay Inc. (NASDAQ: EBAY) – Form 4 insider transaction

Director Carol Hayles reported the conversion of 4,644 restricted stock units (RSUs) into an equal number of common shares on 20 June 2025. The RSUs were issued as part of the company’s annual non-employee director compensation, calculated as $250,000 divided by the closing share price on the grant date, rounded up to the nearest whole unit. The award vests 100 % on the earlier of (i) one year from grant or (ii) the next annual shareholder meeting, conditional on continued board service.

The transaction was coded “M” (exercise or conversion). The conversion price was recorded at $0, reflecting the non-cash settlement of RSUs. Following the transaction, Hayles’ direct beneficial ownership increased to 23,319 common shares; no derivative securities remain outstanding from this award.

No sales were reported, and the filing does not reference any 10b5-1 trading plan. The filing was signed by attorney-in-fact Greg Kerber on 24 June 2025.

Positive

• Director increased direct shareholdings by 4,644 shares, modestly enhancing alignment with shareholder interests.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine RSU conversion adds 4,644 shares to director holdings; negligible impact on eBay valuation.

The reported Form 4 shows a standard annual equity award for a non-employee director. No cash changed hands, and the share count involved (4,644) is immaterial versus eBay’s ~530 million diluted shares outstanding. The director now owns 23,319 shares—still <0.01 % of float—so market supply-demand dynamics remain unaffected. Insider acquisitions are generally perceived as mildly positive signals of alignment, yet the small size and automatic nature (board compensation) make this filing largely neutral for investors.

Corporate Governance Expert

TL;DR: Filing confirms eBay’s standard board equity policy; nothing unusual or concerning.

eBay compensates outside directors with equity to strengthen shareholder alignment. The conversion terms—single-year cliff vesting and grant value of $250k—are consistent with large-cap tech peers. No 10b5-1 safe-harbor box was ticked, indicating the transaction was not executed under a pre-arranged trading plan but remains routine under Rule 16a-3. Governance risk is minimal; there are no red-flags such as accelerated vesting, option repricing, or derivative hedging. Overall impact: neutral.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

HAYLES CAROL

(Last) (First) (Middle)

C/O EBAY INC. 2025 HAMILTON AVE.

(Street)

SAN JOSE CA 95125

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
EBAY INC [ EBAY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/20/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/20/2025		M		4,644	A	$0	23,319	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units -5	(1)	06/20/2025		M			4,644	(2)	(3)	Common Stock	4,644	$0	0	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.

2. In connection with the reporting person's service as a non-employee director of the Issuer, such reporting person has been granted restricted stock units. The number of restricted stock units granted represents the quotient of (A) $250,000 divided by (B) the Issuer's closing stock price on the date of grant, rounded up to the nearest whole restricted stock unit. 100% of the restricted stock units vest on the earlier of: (i) the one-year anniversary of the date of grant or (ii) the date of the Issuer's first annual meeting of stockholders that occurs after the date of grant, provided that the reporting person continues to provide service to the Issuer through such date.

3. Not Applicable.

	By:Greg Kerber For: Carol Hayles	06/24/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many eBay (EBAY) shares did Director Carol Hayles acquire?

She obtained 4,644 common shares through RSU conversion.

What was the transaction date disclosed in eBay’s Form 4?

The conversion occurred on 20 June 2025.

Did Carol Hayles sell any eBay shares in this filing?

No sales were reported; the filing only shows an acquisition via conversion.

What is Carol Hayles’ total eBay share ownership after the transaction?

Her direct beneficial ownership stands at 23,319 common shares.

Were the acquired shares part of a 10b5-1 trading plan?

The checkbox for Rule 10b5-1(c) was not marked, indicating no such plan for this transaction.

What vesting conditions apply to the reported RSUs?

The RSUs vest 100 % on the earlier of one year from grant or the next annual shareholder meeting, contingent on continued board service.