Etsy (NASDAQ: ETSY) CFO nets shares after RSU vesting and tax withholding

Rhea-AI Filing Summary

Etsy Inc. Chief Financial Officer Charles Baker reported RSU vesting and related tax withholding. On February 1, 2026, 24,898 restricted stock units converted into the same number of Etsy common shares at an exercise price of $0.

The company then withheld 11,099 shares at $52.96 per share to cover Baker’s tax obligations, leaving him with 13,799 Etsy common shares directly owned after the transaction and 74,695 restricted stock units outstanding, which continue to vest over time.

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^*

Baker Charles

(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)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2026

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(1)	02/01/2026		M		24,898	A	$0	24,898	D
Common Stock	02/01/2026		F(2)		11,099	D	$52.96	13,799	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(3)	(4)	02/01/2026		M			24,898	(5)	(5)	Common Stock	24,898	$0	74,695	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. The Reporting Person has irrevocably elected to satisfy all withholding tax due upon the delivery of shares by authorizing Etsy, Inc. to withhold a sufficient amount of shares to satisfy such tax obligation.

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

5. 25% of the restricted stock units will vest on February 1, 2026, with the remainder vesting in 12 equal quarterly installments thereafter, provided the Reporting Person remains continuously employed on each vesting date.

	/s/ Brittany Keen, Attorney-in-Fact	02/03/2026
	** 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 did Etsy (ETSY) CFO Charles Baker report in this Form 4?

Etsy CFO Charles Baker reported the vesting of 24,898 restricted stock units into common shares. A portion of these shares was withheld by Etsy to cover tax obligations, and Baker’s remaining direct holdings and unvested RSUs were updated accordingly.

How many Etsy shares vested for CFO Charles Baker on February 1, 2026?

On February 1, 2026, 24,898 restricted stock units vested into the same number of Etsy common shares. These RSUs converted at an exercise price of $0 per share as part of Baker’s existing equity compensation arrangement with the company.

How many Etsy shares were withheld for taxes in Baker’s Form 4?

Etsy withheld 11,099 common shares from Charles Baker to satisfy tax withholding obligations. The withholding price was $52.96 per share and related to the vesting and settlement of his restricted stock units on February 1, 2026.

How many Etsy shares does Charles Baker own directly after this transaction?

After this Form 4 transaction, Charles Baker directly owned 13,799 Etsy common shares. This figure reflects the 24,898 vested shares minus the 11,099 shares withheld by Etsy to cover his associated tax obligations on the vesting event.

How many restricted stock units does Etsy CFO Charles Baker still hold?

Following the reported transactions, Charles Baker beneficially owned 74,695 restricted stock units. These RSUs correspond one-for-one with Etsy common stock and will continue to vest on a set schedule, assuming he remains continuously employed through each vesting date.

What is the vesting schedule for Charles Baker’s Etsy restricted stock units?

For this RSU grant, 25% of the units vest on February 1, 2026. The remaining 75% vest in 12 equal quarterly installments thereafter, provided Charles Baker continues his employment with Etsy on each applicable vesting date.