ETSY Form 4: Patel vests 31,066 RSUs, executes 10b5-1 sales

Rhea-AI Filing Summary

Kruti Patel, President & Chief Growth Officer at Etsy, Inc. (ETSY), reported equity activity tied to restricted stock units and programmed sales. On 10/01/2025 she had 31,066 shares issued on RSU vesting and the issuer withheld 16,070 shares to cover taxes, leaving a reported direct beneficial ownership after that day of 62,525 shares. On 10/03/2025 multiple sales executed under a Rule 10b5-1 plan (adopted May 8, 2025) reduced her direct position through several transactions at weighted average prices between about $74.00 and $76.19. Following the reported transactions her direct beneficial ownership is 54,840 shares and she reports indirect ownership of 36,725 shares via a GRAT. The filing lists several outstanding restricted stock units and performance stock units that vest on set schedules beginning April or July 2025.

Positive

• 10b5-1 trading plan in place (adopted May 8, 2025) which documents prearranged sales
• Tax withholding was satisfied by share withholding of 16,070 shares rather than cash
• Maintains direct beneficial ownership of 54,840 shares plus 36,725 indirectly via a GRAT

Negative

• Multiple sales on 10/03/2025 reduced direct holdings materially from prior post-vesting levels
• Significant quantity of equity remains subject to future vesting, implying continued potential dilution (e.g., lines showing up to 91,039 RSU-related shares)

Insights

Insider Transactions Specialist

Insider sold shares under a 10b5-1 plan and retained a significant stake

The filing shows a mix of automatic vesting, tax-withholding, and planned sales. The Reporting Person received 31,066 shares on vesting and had 16,070 shares withheld for taxes on 10/01/2025, then executed sales on 10/03/2025 under a 10b5-1 plan adopted May 8, 2025. This pattern—vesting plus prearranged sales—is a common way for executives to monetize holdings while relying on trading-plan protections.

Compensation & Equity Plan Analyst

Substantial unvested RSUs and PSUs remain with staggered vesting schedules

The Form 4 discloses multiple RSU tranches and Performance Stock Units that vest across 2025–2027, including schedules of semi-annual and quarterly installments. The filing lists large outstanding award balances (for example, up to 91,039 RSU-related shares in one line), indicating continued equity compensation exposure and future potential dilution tied to service and performance conditions.

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).

X

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^*

PATEL GOYAL KRUTI

(Last) (First) (Middle)

C/O ETSY, INC.

117 ADAMS STREET

(Street)

BROOKLYN NY 11201

(City) (State) (Zip)

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

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President&Chief Growth Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

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(1)	10/01/2025		M		31,066	A	$0	78,595	D
Common Stock	10/01/2025		F(2)		16,070	D	$70.49	62,525	D
Common Stock	10/03/2025		S(3)		22	D	$72.89	62,503	D
Common Stock	10/03/2025		S(3)		3,656	D	$74.53(4)	58,847	D
Common Stock	10/03/2025		S(3)		3,713	D	$75.4(5)	55,134	D
Common Stock	10/03/2025		S(3)		294	D	$76.16(6)	54,840	D
Common Stock								36,725	I	By GRAT

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	(7)	10/01/2025		M			3,774	(8)	(8)	Common Stock	3,774	$0	3,775	D
Restricted Stock Units	(7)	10/01/2025		M			4,154	(9)	(9)	Common Stock	4,154	$0	12,463	D
Restricted Stock Units	(7)	10/01/2025		M			1,191	(10)	(10)	Common Stock	1,191	$0	2,381	D
Restricted Stock Units	(7)	10/01/2025		M			3,006	(11)	(11)	Common Stock	3,006	$0	30,069	D
Restricted Stock Units	(7)	10/01/2025		M			9,104	(12)	(12)	Common Stock	9,104	$0	91,039	D
Performance Stock Units	(7)	10/01/2025		M			9,837	(13)	(13)	Common Stock	9,837	$0	19,675	D

Explanation of Responses:

1. Shares of common stock acquired upon the vesting of restricted stock units.

2. This transaction reported represents the withholding of shares by the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the vesting and settlement of the restricted stock units.

3. These sales were made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 8,2025.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.00 to $74.92, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.055 to $75.84, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $76.155 to $76.19, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

7. Represents restricted stock units which correspond 1-for-1 with common stock.

8. The restricted stock units vest in 3 equal semi-annual installments, beginning on April 1, 2025, provided the Reporting Person remains continuously employed on each vesting date and has no expiration date.

9. The restricted stock units vest in 5 equal semi-annual installments, beginning on April 1, 2025, provided the Reporting Person remains continuously employed on, or becomes retirement eligible prior to, such vesting date.

10. The restricted stock units vest in 4 equal semi-annual installments, beginning on April 1, 2025, provided the Reporting Person remains continuously employed on each vesting date and has no expiration date.

11. The restricted stock units vest in 14 equal quarterly installments, beginning on July 1, 2024, provided the Reporting Person remains continuously employed on, or becomes retirement eligible prior to, such vesting date and has no expiration date.

12. The restricted stock units vest in 12 equal quarterly installments, beginning on July 1, 2025, provided the Reporting Person remains continuously employed on, or becomes retirement eligible prior to, such vesting date and has no expiration date.

13. The performance-based restricted stock units ("Performance Stock Units") vest in equal installments on each of October 1, 2025; April 1, 2026; and April 1, 2027; provided the Reporting Person remains continuously employed on each vesting date, and have no expiration date.

	/s/ Brittany Keen, Attorney-in-Fact	10/03/2025
	** 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

What transactions did ETSY insider Kruti Patel report?

The Form 4 shows RSU vesting of 31,066 shares on 10/01/2025, withholding of 16,070 shares for taxes, and multiple sales on 10/03/2025 executed under a 10b5-1 plan.

How many ETSY shares does Kruti Patel own after these transactions?

After the reported transactions the filing lists 54,840 shares directly beneficially owned and 36,725 shares indirectly owned through a GRAT.

Were the sales part of a prearranged trading plan?

Yes. The filing states the sales on 10/03/2025 were made pursuant to a Rule 10b5-1 trading plan adopted on May 8, 2025.

What prices were reported for the shares sold?

Weighted average prices reported range approximately from $74.00 to $76.19, with specific sale ranges disclosed in footnotes.

Does the filing show additional unvested awards for Kruti Patel?

Yes. The Form 4 lists multiple restricted stock units and performance stock units that vest on scheduled dates beginning in April 2025, July 2024/2025, and through April 1, 2027 for PSUs.