eBay (EBAY) CLO converts RSUs and withholds stock for taxes

Rhea-AI Filing Summary

eBay Inc. senior vice president and Chief Legal Officer Samantha Wellington reported equity compensation transactions involving restricted stock units and common stock. On February 15, 2026, she exercised or converted 1,835 restricted stock units, each representing one share of eBay common stock, resulting in the acquisition of 1,835 common shares at a stated price of $0.0000 per share. After this conversion, her directly held common stock position was 12,586 shares. On the same date, 1,055 common shares were disposed of at $82.38 per share in a tax-withholding disposition to cover obligations arising from the equity event, leaving 11,531 common shares held directly. Footnotes clarify that each restricted stock unit is a contingent right to receive one share of common stock and describe a separate four-year vesting schedule under which vested units will be settled in shares.

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

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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^*

WELLINGTON SAMANTHA

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2026

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	02/15/2026		M		1,835	A	$0	12,586	D
Common Stock	02/15/2026		F		1,055	D	$82.38	11,531	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 -1	(1)	02/15/2026		M			1,835	(2)	(3)	Common Stock	1,835	$0	20,189	D

Explanation of Responses:

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

2. The reporting person received restricted stock units subject to a four-year vesting schedule, vesting 25% on 11/15/2025 and 1/16th each quarter thereafter. Upon vesting, the reporting person will receive a number of shares of common stock equal to the number of restricted stock units that have vested.

3. Not Applicable.

Remarks:

In addition, Table I, Column 5, includes 120 shares acquired under eBay's Employee Stock Purchase Plan on October 31, 2025.

	By: Greg Kerber For: Samantha Wellington	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What equity transactions did eBay (EBAY) executive Samantha Wellington report?

Samantha Wellington reported exercising 1,835 restricted stock units into common stock and a related tax-withholding disposition of 1,055 common shares. These movements reflect routine equity compensation activity rather than open-market buying or selling of eBay shares.

How many eBay (EBAY) shares did Samantha Wellington acquire from RSUs?

She acquired 1,835 eBay common shares through the exercise or conversion of 1,835 restricted stock units at a stated price of $0.0000 per share. Each restricted stock unit represents a contingent right to receive one share of eBay common stock upon settlement.

What was the purpose of the 1,055-share disposition reported for eBay (EBAY)?

The 1,055 eBay common shares were disposed of in a tax-withholding transaction at $82.38 per share. This type of disposition is used to satisfy tax liabilities arising from equity compensation events, rather than an open-market sale initiated for investment reasons.

What is the vesting schedule for Samantha Wellington’s eBay (EBAY) restricted stock units?

The restricted stock units are subject to a four-year vesting schedule, with 25% vesting on November 15, 2025 and the remainder vesting in 1/16th increments each quarter thereafter. Upon each vesting, she will receive an equivalent number of eBay common shares.

How many eBay (EBAY) shares does Samantha Wellington hold after these transactions?

Following the February 15, 2026 equity events, Samantha Wellington directly holds 11,531 shares of eBay common stock. This figure reflects the 1,835 shares acquired from RSU conversion and the 1,055-share tax-withholding disposition completed on the same date.

Do the reported RSUs for eBay (EBAY) immediately convert into common shares?

The restricted stock units convert into eBay common shares only as they vest under the four-year schedule. Each vested unit entitles Samantha Wellington to receive one share of common stock at settlement, aligning compensation with continued service over time.