[8-K] ETSY INC Reports Material Event

Rhea-AI Filing Summary

Etsy, Inc. reported several corporate governance and capital allocation actions. The board approved a new share repurchase authorization for up to $750 million of common stock, with no expiration date, allowing buybacks through open market purchases, private deals, tender offers, or Rule 10b5-1 trading plans. The actual pace and size of repurchases will depend on factors such as stock price, trading volume, working capital needs, and overall business conditions.

Etsy’s board also amended and restated its bylaws, enhancing and clarifying procedures and disclosure requirements for shareholder director nominations and updating rules around shareholder and board meetings. In addition, the board appointed Fred Wilson, currently Chair, as Lead Independent Director, effective January 1, 2026, in connection with the previously announced transition where Kruti Patel Goyal becomes Chief Executive Officer and Josh Silverman becomes Executive Chair on that date.

Insights

Equity & corporate governance analyst

Etsy adds a large buyback and tightens governance ahead of a CEO transition.

The board authorized repurchases of up to $750 million of common stock with no expiration date. This gives Etsy flexibility to return capital through open market purchases, private transactions, or tender offers, including via Rule 10b5-1 plans that can operate during trading blackout periods. The economic effect will depend on how much of the authorization is actually used and at what prices.

Governance-wise, Etsy updated its bylaws to strengthen and clarify procedures and disclosure for shareholder director nominations and to refine rules on shareholder and board meetings. The board also named Fred Wilson as Lead Independent Director effective January 1, 2026, coinciding with Kruti Patel Goyal becoming CEO and Josh Silverman moving to Executive Chair. This structure may help balance board leadership and management oversight during the leadership transition.

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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): December 16, 2025

ETSY, INC.

(Exact name of registrant as specified in its charter)

_____________________________________

Delaware

001-36911

20-4898921

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

117 Adams Street

Brooklyn, New York 11201

(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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $0.001 par value per share			ETSY			New York Stock Exchange

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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On and effective as of December 16, 2025, the Board of Directors (the “Board”) of Etsy, Inc. (“Etsy”) amended and restated Etsy’s Bylaws (as amended, the “Bylaws”) to, among other things, enhance and clarify certain procedural and disclosure requirements related to shareholder nominations of directors, including updates to reflect Rule 14a-19 of the Securities Exchange Act of 1934, as amended. The Bylaws also include updates to matters related to meetings of shareholders and the Board, including who may preside over such meetings, and certain other technical, clarifying, and conforming changes.

The preceding description is qualified in its entirety by reference to the Bylaws, which are filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 7.01. Regulation FD Disclosure

On December 18, 2025, Etsy issued a press release announcing a new share repurchase authorization and the appointment of Fred Wilson as Etsy’s Lead Independent Director. A copy of this press release is furnished is as Exhibit 99.1 to this Current Report on Form 8-K.

The information in Items 7.01 and 9.01 of this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise incorporated by reference into any filing pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

Item 8.01. Other Events.

New $750 Million Authorization for Stock Repurchases

On December 16, 2025, the Board approved a new share repurchase authorization to repurchase up to an aggregate of $750 million of Etsy’s common stock.

The new share repurchase authorization has no expiration date and may be modified, suspended, or terminated at any time by the Board. The number of shares to be repurchased and the timing of repurchases will depend on a number of factors, including, but not limited to, stock price, trading volume, and general market conditions, along with Etsy’s working capital requirements, general business conditions, and other factors.

Under the new share repurchase authorization, Etsy may purchase shares of its common stock through various means, including open market transactions, privately negotiated transactions, tender offers, or any combination thereof. In addition, open market repurchases of common stock have been and could be made pursuant to trading plans established pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, which would permit common stock to be repurchased at a time that Etsy might otherwise be precluded from doing so under insider trading laws or self-imposed trading restrictions.

Appointment of Fred Wilson as Lead Independent Director

Also on December 16, 2025, the Board appointed the current Chair of the Board, Fred Wilson, to serve as Etsy’s Lead Independent Director, effective January 1, 2026. The appointment follows the previously announced leadership transition in which Kruti Patel Goyal will become Etsy’s Chief Executive Officer and Josh Silverman will step down as Chief Executive Officer and become Executive Chair, effective as of January 1, 2026.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.			Description
3.1			Amended and Restated Bylaws of Etsy, Inc.
99.1			Press Release issued by Etsy, Inc. on December 18, 2025.
104			Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

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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: December 19, 2025

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