Etsy (NASDAQ: ETSY) resets Depop sale fees and timing with eBay after CMA clears deal
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Etsy, Inc. entered into a Second Amendment with eBay Inc. to the agreement for eBay to acquire all equity interests of Depop Limited, Etsy’s wholly owned subsidiary. The UK Competition and Markets Authority cleared the transaction on July 15, 2026, and the parties now expect closing on July 30, 2026.
The closing date is fixed as the later of July 30, 2026 or the second business day after all conditions are satisfied or waived. For key closing conditions on representations, covenants and material adverse effect, only events from and after July 12, 2026 that are intentional acts or omissions by Etsy or Depop with actual knowledge of their impact may be considered.
The Second Amendment revises purchaser termination economics. In addition to previously disclosed termination fees of $90 million and $70 million, an additional fee is now $68 million if the agreement is validly terminated after June 30, 2026 but on or before July 15, 2026, and $158 million if terminated after July 15, 2026 (other than for specified Etsy breaches or fraud). Purchase price adjustments (excluding transaction expenses) will be measured as of 12:01 a.m. GMT on July 17, 2026, the new Lockbox Date, with the purchaser paying interest on the closing purchase price at SOFR plus 0.40% per annum from that date until closing, subject to protections against value leakage from Depop.
Positive
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8-K Event Classification
2 items: 1.01, 9.01
2 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 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Expected Closing Date: July 30, 2026
CMA Clearance Date: July 15, 2026
Existing Termination Fees: $90 million and $70 million
+4 more
7 metrics
Expected Closing Date
July 30, 2026
Date the parties now expect the Depop transaction to close
CMA Clearance Date
July 15, 2026
Date the UK Competition and Markets Authority cleared the transaction
Existing Termination Fees
$90 million and $70 million
Separate termination fees payable by the purchaser to Etsy under specified circumstances
Additional Termination Fee (to July 15, 2026)
$68 million
If the agreement is validly terminated after June 30, 2026 and on or before July 15, 2026
Additional Termination Fee (after July 15, 2026)
$158 million
If the agreement is validly terminated after July 15, 2026, excluding certain Etsy breaches and fraud
Interest on Closing Purchase Price
SOFR plus 0.40% per annum
Rate payable by the purchaser from July 17, 2026 Lockbox Date through the Closing Date
Lockbox Date Time
12:01 a.m. (GMT) on July 17, 2026
Reference time for measuring purchase price adjustment items (excluding transaction expenses)
Key Terms
material definitive agreement, material adverse effect, Lockbox Date, SOFR, +1 more
5 terms
material definitive agreement regulatory
"Item 1.01. Entry into a Material Definitive Agreement."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
material adverse effect financial
"absence of a material adverse effect are satisfied at the Closing"
A material adverse effect is a significant negative change or event that substantially reduces a company’s business, financial condition, or future prospects — think of it like a sudden major engine failure that makes a car unreliable. Investors care because such an event can lower expected profits, trigger contract clauses (allowing counterparties to renegotiate or walk away), and prompt swift stock-price reassessment based on the higher risk and uncertainty.
Lockbox Date financial
"measured as of 12:01am (GMT) on July 17, 2026 (the “Lockbox Date”)"
SOFR financial
"interest on the Closing Purchase Price at a rate equal to SOFR plus 0.40% per annum"
The Secured Overnight Financing Rate (SOFR) is a market benchmark that measures the cost of borrowing cash overnight using U.S. Treasury securities as collateral. Investors watch SOFR because it acts like a speedometer for short-term interest costs—affecting loan rates, bond yields and the pricing of interest-rate contracts—so movements change borrowing expenses, cash returns and the value of interest-sensitive investments.
Competition and Markets Authority regulatory
"the Competition and Markets Authority of the United Kingdom (the “CMA”) cleared the Transaction"
The Competition and Markets Authority is an independent government regulator that enforces rules to keep markets competitive, reviews mergers, and investigates unfair business practices. Think of it as a referee for the economy: its decisions can block or change deals, impose fines, or force companies to change how they operate, which can directly affect a company’s value, deal certainty, and investors’ expectations about future profits.
FAQ
What agreement did Etsy (ETSY) amend with eBay regarding Depop?
Etsy signed a Second Amendment with eBay Inc. to the Sale and Purchase Agreement for eBay to acquire all equity interests of Depop Limited, Etsy’s wholly owned subsidiary, refining closing mechanics, termination fees, and purchase price adjustment timing for the transaction.
When is the Depop transaction between Etsy (ETSY) and eBay expected to close?
The Depop transaction is now expected to close on July 30, 2026. The closing date is set as the later of July 30, 2026 or the second business day after all closing conditions under the Purchase Agreement are satisfied or waived.
How did Etsy (ETSY) change the additional termination fees payable by eBay?
The Second Amendment resets the additional fee to $68 million if the agreement is validly terminated after June 30, 2026 and on or before July 15, 2026, and to $158 million if validly terminated after July 15, 2026, excluding certain Etsy breaches and fraud.
What role did the UK Competition and Markets Authority play in Etsy’s (ETSY) Depop sale?
The UK Competition and Markets Authority (CMA) cleared the transaction on July 15, 2026. Following this CMA clearance, Etsy and eBay fixed the expected closing around July 30, 2026, subject to remaining closing conditions defined in the Purchase Agreement.
What is the Lockbox Date in the Etsy (ETSY) and eBay Depop transaction?
Purchase price adjustment items, other than transaction expenses, will be measured as of 12:01 a.m. (GMT) on July 17, 2026, the designated Lockbox Date. From this date until closing, the purchaser pays interest on the closing purchase price at SOFR plus 0.40% per annum.
How are closing conditions limited in the amended Etsy (ETSY) Depop sale agreement?
For closing conditions on representation accuracy, covenant performance, and material adverse effect, only events occurring from and after July 12, 2026 are considered, and only if they are intentional acts or omissions by Etsy or Depop taken with actual knowledge they would cause a material breach or adverse effect.
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): July 12, 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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 July 12, 2026, Etsy, Inc., a Delaware corporation (“Etsy”) and eBay Inc., a Delaware corporation (the “Purchaser”), entered into a Second Amendment (the “Second Amendment”) to the Sale and Purchase Agreement, dated as of February 15, 2026 (the “Original Purchase Agreement” and, as previously supplemented on May 21, 2026 (the “First Amendment”) and, together with the Original Purchase Agreement and the Second Amendment, the “Purchase Agreement”), pursuant to which the Purchaser agreed to acquire all of the outstanding equity interests of Depop Limited (“Depop”), a wholly-owned subsidiary of Etsy, from Etsy (the “Transaction”). The material terms of the Purchase Agreement and the First Amendment were previously disclosed under Item 1.01 of Etsy’s Current Report on Form 8-K, filed on February 18, 2026, and Item 1.01 of Etsy’s Current Report on Form 8-K, filed on May 28, 2026, respectively, which descriptions are incorporated by reference herein. Capitalized terms used herein without definition shall have the respective meanings specified in the Purchase Agreement.
On July 15, 2026, the Competition and Markets Authority of the United Kingdom (the “CMA”) cleared the Transaction. The parties now expect the Transaction to close on July 30, 2026.
The Second Amendment provides that upon receipt of such confirmation from the CMA, the Closing Date of the Transaction is fixed at the later of (a) July 30, 2026, and (b) the second Business Day after satisfaction or waiver of all closing conditions under the Purchase Agreement. The Second Amendment also provides that for purposes of determining whether the closing conditions regarding the accuracy of representations and warranties, the performance of covenants under the Purchase Agreement, and the absence of a material adverse effect are satisfied at the Closing, only events that occur from and after July 12, 2026 may be taken into account and only to the extent such events are attributable to intentional act or omission (including failures to cure) by Etsy or Depop taken with actual knowledge that any such conduct or omission (including failures to cure) would constitute or would result in a material breach or a material adverse effect.
As previously disclosed, the Purchase Agreement provides separately for termination fees of $90 million and $70 million payable by the Purchaser to Etsy under certain circumstances. The Purchase Agreement further provides for an additional fee ranging from $0 to $136 million, based on the date of termination payable by the Purchaser to Etsy upon certain termination events. The Second Amendment resets this fee to $68 million if the Purchase Agreement is validly terminated (other than for fraud or certain willful breach by Etsy) after June 30, 2026, but on or before July 15, 2026, and $158 million if validly terminated (other than for fraud or certain willful breach by Etsy) after July 15, 2026.
Under the Second Amendment, purchase price adjustment items (other than transaction expenses) will be measured as of 12:01am (GMT) on July 17, 2026 (the “Lockbox Date”) rather than the Closing Date, subject to customary protections against value leakage from Depop prior to Closing. The Purchaser will pay interest on the Closing Purchase Price at a rate equal to SOFR plus 0.40% per annum from the Lockbox Date through the Closing Date.
The foregoing description of the Second Amendment is not complete and is qualified in its entirety by reference to the full text of the Second Amendment, a copy of which is attached as Exhibit 2.1 and incorporated herein by reference.
Forward-Looking Statements
This Current Report on Form 8-K (including the Second Amendment furnished as Exhibit 2.1) contains "forward-looking" statements within the meaning of the federal securities laws. The forward-looking statements in this document include, for example, the satisfaction of closing conditions and timing of the Closing of the Transaction. Forward-looking statements represent Etsy’s beliefs and assumptions only as of the date of this Current Report on Form 8-K. Forward-looking statements are not guarantees of performance and involve known and unknown risks, uncertainties, and other important factors which may cause our actual results, performance, or achievements to be materially different from those expressed or implied by the forward-looking statements. 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. More information on the risks, uncertainties, and other factors that may impact forward-looking statements are 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 June 30, 2026, and subsequent reports that Etsy files with the Securities and
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Exchange Commission. In light of such risks, readers are cautioned not to place undue reliance on such forward-looking statements.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following materials are attached as exhibits to this Current Report on Form 8-K:
| Exhibit No. | Description | ||||
2.1 | Second Amendment to Sale and Purchase Agreement, dated as of July 12, 2026, by and between Etsy, Inc. and eBay Inc.* | ||||
| 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 Securities Exchange Act of 1934, as amended, 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: July 16, 2026
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