Etsy (NYSE: ETSY) agrees $1.2B Depop sale to eBay, refocusing on core
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Etsy, Inc. has signed a definitive agreement to sell its wholly owned subsidiary Depop Limited to eBay Inc. for approximately $1.2 billion in cash, subject to working capital, cash, debt, transaction expense and equity-award adjustments.
The deal is expected to close in the second quarter of 2026, provided specified antitrust approvals are received and other customary closing conditions are met, including no continuing material adverse effect on Depop and certain key employee retention conditions. If antitrust approvals are not obtained or certain antitrust remedies are imposed, eBay must pay Etsy a $90 million termination fee, with an additional $70 million payable to Etsy upon certain other termination events. Etsy states it plans to use sale proceeds for general corporate purposes, continued share repurchases, and investment in its core Etsy marketplace.
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Insights
Etsy monetizes Depop for $1.2B cash and doubles down on its core marketplace.
Etsy is exiting ownership of Depop by selling all of its equity to eBay for approximately $1.2 billion in cash, subject to adjustments. Depop generated approximately $1 billion in 2025 gross merchandise sales, highlighting that Etsy is divesting a scaled, fast-growing asset rather than a small experiment.
The agreement includes antitrust-related closing conditions and an outside date of November 15, 2026, extendable to February 15, 2027, plus a $90 million termination fee and a potential additional $70 million from eBay if regulatory approvals fail or specified remedies are required. These fees partly compensate Etsy if the transaction does not complete.
Etsy indicates it plans to use the proceeds for general corporate purposes, continued share repurchases, and investment in its core marketplace, signaling a strategic shift to focus resources on its primary Etsy.com platform. Actual financial impact will depend on final purchase price adjustments, regulatory outcomes, and Etsy’s capital allocation choices disclosed in future filings.
8-K Event Classification
4 items: 1.01, 2.02, 7.01, 9.01
4 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.02
Results of Operations and Financial Condition
Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________
FORM 8-K
_____________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 15, 2026
(Exact name of registrant as specified in its charter)
_____________________________________
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices, including zip code)
(718 ) 880-3660
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
_____________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. □
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Item 1.01. Entry into a Material Definitive Agreement.
On February 15, 2026, Etsy, Inc., a Delaware corporation (“Etsy”), entered into a Sale and Purchase Agreement (the “Purchase Agreement”) to sell Depop Limited (“Depop”), a wholly-owned subsidiary of Etsy incorporated under the laws of England and Wales operating its two-sided fashion resale marketplace, to eBay Inc., a Delaware corporation (“Purchaser”). Pursuant to the Purchase Agreement, Purchaser will acquire all of the outstanding equity interests of Depop (the “Transaction”) for approximately $1.2 billion in cash, subject to certain adjustments specified in the Purchase Agreement, including for Depop’s working capital, transaction expenses, cash, and indebtedness as of the closing of the Transaction, as well as for the value of any forfeited equity awards of Depop employees continuing with Purchaser (the “Purchase Price”). The Purchase Price will also be adjusted, up to a specified cap, for certain investments Etsy and Depop may, in their sole discretion, make in the Depop business prior to the closing.
Each party’s obligation to consummate the Transaction is subject to certain closing conditions as set forth in the Purchase Agreement, including, among others, (i) subject to certain exceptions, the accuracy of the representations and warranties of the other party, (ii) performance in all material respects by the other party of its covenants, (iii) the receipt of certain specified required antitrust approvals, (iv) the absence of any law or order from certain governmental authorities prohibiting consummation of the Transaction, and (v) with respect to Purchaser’s obligation, the satisfaction of certain key employee retention conditions and the absence of a material adverse effect on Depop that is continuing. The transaction is currently expected to close in the second quarter of 2026, subject to the satisfaction of the closing conditions.
The Purchase Agreement contains representations, warranties and covenants that are customary for a transaction of this nature. Pursuant to the Purchase Agreement, Etsy and Purchaser will enter into a transition services agreement at the closing of the Transaction.
The Purchase Agreement also includes certain termination rights, including (i) by mutual written consent of Purchaser and Etsy, (ii) by either Purchaser or Etsy if a governmental authority permanently prohibits or makes illegal the consummation of the Transaction, and by Purchaser if a governmental authority imposes certain remedies in connection with the Transaction that are not required under the Purchase Agreement, (iii) by either Purchaser or Etsy if the Transaction has not been consummated by November 15, 2026, subject to a potential extension by either party to February 15, 2027 if necessary to obtain the specified required antitrust approvals (as it may be extended, the “Outside Date”), and (iv) by either Purchaser or Etsy, if the other party is in material breach of its respective representations and warranties or covenants under the Purchase Agreement such that a closing condition is not satisfied (subject to a cure period).
The Purchase Agreement provides that, upon termination of the Purchase Agreement as a result of (i) a governmental authority permanently prohibiting or making illegal (in relation to an antitrust law) the consummation of the Transaction, (ii) a governmental authority imposing certain remedies (in relation to an antitrust law) in connection with the Transaction that are not required under the Purchase Agreement, or (iii) the failure to obtain required antitrust approvals by the Outside Date, Purchaser will be required to pay Etsy a termination fee of $90 million. The Purchase Agreement also provides that, upon certain termination events, Purchaser will be required to pay Etsy an additional termination fee of $70 million.
The foregoing description of the Purchase Agreement and the Transaction is not complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The Purchase Agreement has been included to provide Etsy’s stockholders with information regarding its terms. It is not intended to provide any other information about Etsy or Purchaser or their respective subsidiaries and affiliates. The Purchase Agreement contains representations and warranties by each of Etsy and Purchaser. These representations and warranties were made solely for the benefit of the other parties to the Purchase Agreement and (i) may have been used for purposes of allocating risk between the respective parties rather than establishing matters as facts, (ii) may have been qualified in the Purchase Agreement by confidential disclosure schedules that were delivered to the other parties in connection with the signing of the Purchase Agreement, which disclosure schedules may contain information that modifies, qualifies and creates exceptions to the representations, warranties and covenants set forth in the Purchase Agreement, (iii) may be subject to a contractual standard of materiality applicable to the parties that differs from what a stockholder may view as material, and (iv) may have been made only as of the date of the Purchase Agreement or as of another date or dates as may be specified in the Purchase Agreement, and information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in Etsy’s public disclosures, if at all. Accordingly, stockholders should not rely upon representations and warranties or any descriptions thereof as characterizations of the actual state of facts or condition of Etsy or Purchaser or their respective subsidiaries and affiliates.
Item 2.02 Results of Operations and Financial Condition.
The information included in Item 7.01 below is incorporated by reference into this Item 2.02.
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Item 7.01. Regulation FD Disclosure.
On February 18, 2026, Etsy issued a joint press release with Purchaser announcing the execution of the Purchase Agreement which includes certain historical financial information regarding Depop. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Information in Item 2.02 and 7.01 of this Form 8-K shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise incorporated by reference into any other filing pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.
Forward-Looking Statements
This Current Report on Form 8-K (including the Purchase Agreement furnished as Exhibit 2.1 and the press release furnished as Exhibit 99.1) contains “forward-looking” statements within the meaning of the federal securities laws. The forward-looking statements in this document address a variety of subjects including, for example, the timing of the closing of the Transaction and the potential benefits of the Transaction. The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: the possibility that antitrust and other approvals and conditions to the Transaction are not received or satisfied on a timely basis or at all; the possibility that Etsy may not fully realize the projected benefits of the Transaction; changes in the anticipated timing for closing the Transaction and receipt of regulatory approvals; business disruption during the pendency of or following the Transaction; diversion of management time on Transaction-related issues; the reaction of customers and other persons to the Transaction; and other events that could adversely impact the completion of the Transaction, including industry or economic conditions outside of our control. Forward-looking statements involve substantial risks and uncertainties that may cause actual results to differ materially from those that Etsy expects. These and other risks and uncertainties include market risks, trends, and conditions. These and other risks and uncertainties are more fully described in Etsy’s filings with the Securities and Exchange Commission, including in the section titled “Risk Factors” in Etsy’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, and subsequent reports that Etsy files with the Securities and Exchange Commission. In light of such risks, readers are cautioned not to place undue reliance on such forward-looking statements. Forward-looking statements represent Etsy’s beliefs and assumptions only as of the date of this Current Report on Form 8-K. Etsy disclaims any obligation to update any of these forward-looking statements for any reason after the date of this communication or to conform these statements to actual results or revised expectations, except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | ||||
2.1 | Sale and Purchase Agreement, dated as of February 15, 2026, by and between Etsy, Inc. and eBay Inc.* | ||||
99.1 | Press Release issued by Etsy, Inc. on February 18, 2026. | ||||
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document | ||||
* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the U.S. Securities and Exchange Commission upon request.
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SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ETSY, INC.
By: /s/ Colin Stretch
Colin Stretch
Chief Legal Officer
Dated: February 18, 2026
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Exhibit 99.1
eBay to Acquire Depop from Etsy
Enhances eBay’s consumer-to-consumer (C2C) value proposition through addition of leading fashion marketplace with compelling complementary offering and deeply engaged Gen Z and Millennial customer base
Etsy to focus exclusively on driving sustainable growth for its core marketplace
SAN JOSE, Calif., and BROOKLYN, N.Y., February 18, 2026 — eBay Inc. (Nasdaq: EBAY), a global commerce leader that connects millions of buyers and sellers around the world, and Etsy, Inc. (NYSE: ETSY), the global marketplace for unique and creative goods, today jointly announced that they have entered into a definitive agreement under which eBay will acquire Depop, a leading C2C fashion marketplace with deep recommerce roots and a highly-engaged Gen Z and Millennial customer base, for approximately $1.2 billion in cash, subject to certain purchase price adjustments.
Depop is a mobile-first, community-powered fashion marketplace experiencing strong momentum with annual gross merchandise sales (GMS) of approximately $1 billion in 2025, including nearly 60% year-over-year growth in the U.S. As of December 31, 2025 the marketplace had 7 million active buyers, nearly 90% of which are under the age of 34, and more than 3 million active sellers — Depop has built a platform where anyone can buy, sell, explore and discover incredible secondhand fashion.
“Depop has built a trusted, social-forward marketplace with strong momentum in the pre-loved fashion category, and we are confident that as part of eBay, Depop will be even more well-positioned for long-term growth, benefiting from our scale, complementary offerings, and operational capabilities,” said Jamie Ianonne, Chief Executive Officer of eBay. “A key C2C driver, fashion represents more than $10 billion in annual gross merchandise volume (GMV) for eBay and delivered 10% year-over-year GMV growth in the U.S. in 2025. This acquisition presents an opportunity to advance one of our newest and fastest-growing Focus Categories with a marketplace that complements our existing presence, and enables us to reach a younger demographic across the expanding recommerce landscape. We’re excited to welcome the Depop team to eBay, and look forward to building on what makes them unique – their brand, culture and community – to deliver compelling benefits to buyers and sellers.”
“We are excited that this transaction allows us to focus exclusively on the compelling opportunity we see in front of us: to grow the Etsy marketplace in ways that matter most to our buyers and sellers,” said Kruti Patel Goyal, Chief Executive Officer of Etsy. “We believe this transaction is a great outcome for Etsy’s shareholders, and a positive next step for all involved. We are proud of what the Depop team has built – a truly differentiated brand and product, grounded in clear purpose and strong community – becoming one of the fastest-growing fashion resale marketplaces in the U.S. I am confident that Depop is well-positioned for its next phase of growth as part of eBay.”
The addition of Depop will accelerate eBay’s C2C strategy by deepening its reach with younger, fashion-forward consumers and expanding its presence in one of the most dynamic areas of resale. As part of eBay, Depop will benefit from eBay’s global scale and suite of capabilities, including its financial services, shipping solutions, and trusted experiences like Authenticity Guarantee to further accelerate growth and enhance the buyer and seller experience. eBay will also expand the visibility of Depop’s inventory, including through cross-listing opportunities, which will amplify global demand and unlock additional market opportunity.
Peter Semple, Chief Executive Officer of Depop, added, “We’re thrilled to begin this next chapter with eBay, whose experience in the C2C fashion space and shared belief in people, opportunity, and a more sustainable future positions us to meaningfully accelerate our marketplace in the U.S. and beyond. This transaction is a testament to the significant growth we have delivered as we have evolved our product experience and strengthened our brand’s place in the world. We’re very grateful to Kruti and the Etsy team for their partnership in advancing Depop’s business and mission to make fashion circular.”
Transaction Details and Closing
eBay intends to fund the transaction with cash on hand. Etsy plans to utilize the proceeds for general corporate purposes, continued share repurchases and investment in its core marketplace.
The transaction, which has been unanimously approved by eBay’s and Etsy’s Board of Directors, is currently expected to close in the second quarter of 2026, subject to the satisfaction of certain closing conditions and receipt of required regulatory approvals.
Following the closing of the transaction, Depop is expected to retain its name, brand, platform, and complementary culture.
Earnings Results and Investor Calls
In a separate press release issued today, eBay reported its fourth quarter and full year 2025 financial results and provided its outlook for first quarter 2026. eBay will host a conference call to discuss its results and the acquisition of Depop at 2:00 PM PT / 5:00 PM ET today.
Tomorrow, Etsy will report its fourth quarter and full year 2025 financial results and provide its outlook for first quarter 2026. Etsy will host a conference call to discuss its results and provide additional commentary on its sale of Depop at 5:30 AM PT / 8:30 AM ET tomorrow.
A live webcast of each company’s investor conference calls can be accessed through eBay’s and Etsy’s
investor relations websites, respectively.
About eBay
eBay Inc. (Nasdaq: EBAY) is a global commerce leader that connects people and builds communities to create economic opportunity for all. Our technology empowers millions of buyers and sellers in more than 190 markets around the world, providing everyone the opportunity to grow and thrive. Founded in 1995 in San Jose, California, eBay is one of the world's largest and most vibrant marketplaces for discovering great value and unique selection. In 2025, eBay enabled nearly $80 billion of gross merchandise volume. For more information about the company and its global portfolio of online brands, visit www.ebayinc.com.
About Etsy
Etsy, Inc. operates two-sided online marketplaces that connect millions of passionate and creative buyers and sellers around the world. These marketplaces share a mission to "Keep Commerce Human," and Etsy’s committed to using the power of business and technology to strengthen communities and empower people. Its primary marketplace, Etsy.com, is the global destination for unique and creative goods. Buyers come to Etsy to be inspired and delighted by items that are crafted and curated by
creative entrepreneurs. For sellers, Etsy offers a range of tools and services that address key business needs.
Etsy, Inc. also owns fashion resale marketplace Depop. Its marketplaces operate independently, while benefiting from shared expertise in product, marketing, technology, and customer support.
Etsy was founded in 2005 and is headquartered in Brooklyn, New York.
About Depop
Depop is the community-powered circular fashion marketplace where people can buy, sell and discover desirable, affordable secondhand fashion. For more information, visit www.depop.com.
Forward-Looking Statements
This press release contains “forward-looking” statements within the meaning of the federal securities laws, including the timing of the closing of the transaction and the potential benefits of the transaction. In some cases, forward-looking statements can be identified by terms such as “aim,” “anticipate,” “believe,” “commit,” “continue,” “could,” “design,” “develop,” “enable,” “estimate,” “expect,” “forecast,” “future,” “goal,” “impact,” “intend,” “likely,” “maintain,” “may,” “ongoing,” “opportunity,” “optimistic,” “outlook,” “plan,” “possible,” “potential,” “predict,” “probable,” “pursue,” “remain,” “seek,” “should,” “strategy,” “strive,” “target,” “value,” “will,” “would,” or similar expressions, variations and derivative forms and/or the negatives of those words. The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: the possibility that regulatory approvals and other closing conditions to the transaction are not received or satisfied on a timely basis or at all; the possibility that the parties may not fully realize the anticipated benefits of the transaction; changes in the anticipated timing for closing the transaction and receipt of regulatory approvals; business disruption during the pendency of or following the transaction; diversion of management time on transaction-related issues; the reaction of customers and other persons to the transaction; and other events that could adversely impact the completion of the transaction, including industry or economic conditions outside of the parties’ control. Forward-looking statements involve substantial risks and uncertainties that may cause actual results to differ materially from those that eBay or Etsy expects. These and other risks and uncertainties include market risks, trends and conditions. These and other risks and uncertainties are more fully described in eBay’s and Etsy’s filings with the Securities and Exchange Commission, including in the risk factors included in eBay’s Annual Report on Form 10-K for the year ended December 31, 2024, as amended, and Etsy’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, and subsequent reports that eBay or Etsy files with the Securities and Exchange Commission. In light of such risks, readers are cautioned not to place undue reliance on such forward-looking statements. Forward-looking statements represent beliefs and assumptions of eBay and/or Etsy only as of the date of this press release. eBay and Etsy do not intend to update, and disclaim any obligation to update, any of these forward-looking statements for any reason after the date of this press release or to conform these statements to actual results or revised expectations, except as required by law.
eBay Contacts:
Investor Relations
John Egbert
ir@ebay.com
ir@ebay.com
Media Relations
Maddy Martinez
press@ebay.com
Etsy Contacts:
Investor Relations
Deb Wasser
Sarah Marx
ir@etsy.com
Media Relations
Lauren Bayse
press@etsy.com
FAQ
What did Etsy (ETSY) announce regarding Depop?
Etsy agreed to sell Depop to eBay for about $1.2 billion in cash. eBay will acquire all outstanding equity of Depop, Etsy’s fashion resale marketplace subsidiary, under a Sale and Purchase Agreement that includes customary closing conditions and purchase price adjustments.
How much is eBay paying Etsy for Depop and in what form?
eBay will pay approximately $1.2 billion in cash for Depop. The cash purchase price is subject to adjustments for working capital, transaction expenses, cash, indebtedness at closing, and the value of certain forfeited Depop employee equity awards, as detailed in the Purchase Agreement.
When is the Etsy–eBay Depop transaction expected to close?
The Depop sale is currently expected to close in the second quarter of 2026. Completion depends on receiving specified antitrust approvals, satisfying other customary closing conditions, and avoiding any continuing material adverse effect on Depop or unresolved key employee retention issues.
What termination fees are included in the Etsy Depop sale agreement?
eBay may owe Etsy up to $160 million in termination fees. A $90 million fee is payable if key antitrust approvals are not obtained or certain remedies are imposed, and an additional $70 million fee applies upon specified other termination events described in the Purchase Agreement.
How does Etsy plan to use the proceeds from selling Depop?
Etsy plans to use Depop sale proceeds for general corporate purposes. The company also highlights continued share repurchases and increased investment in its core Etsy marketplace as key uses, aligning the transaction with a strategy to focus on its primary platform.
What business metrics highlight Depop’s scale in Etsy’s announcement?
Depop generated about $1 billion in 2025 gross merchandise sales. The marketplace recorded nearly 60% year-over-year U.S. GMS growth in 2025, had 7 million active buyers as of December 31, 2025, and more than 3 million active sellers, skewing heavily toward under-34 customers.