Etsy (ETSY) CEO discloses RSU vesting, share withholding and holdings

Rhea-AI Filing Summary

Etsy, Inc. reported insider equity activity for its Chief Executive Officer, who is also a director. On 01/01/2026, 12,111 shares of common stock were acquired at $0 upon the vesting of restricted stock units, and 5,737 shares were withheld at a price of $55.44 to cover tax obligations tied to that vesting. After these transactions, the reporting person beneficially owns 61,214 shares directly and 36,725 shares indirectly through a GRAT vehicle.

The filing also shows derivative activity from restricted stock units. On the same date, 3,007 restricted stock units and 9,104 restricted stock units converted into common stock at an exercise price of $0, leaving 27,062 and 81,935 restricted stock units outstanding, respectively. These units vest in regular quarterly installments beginning on July 1, 2024 and July 1, 2025, contingent on continued employment or retirement eligibility.

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^*

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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

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

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)	01/01/2026		M		12,111	A	$0	66,951	D
Common Stock	01/01/2026		F(2)		5,737	D	$55.44	61,214	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	(3)	01/01/2026		M			3,007	(4)	(4)	Common Stock	3,007	$0	27,062	D
Restricted Stock Units	(3)	01/01/2026		M			9,104	(5)	(5)	Common Stock	9,104	$0	81,935	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. Represents restricted stock units which correspond 1-for-1 with common stock.

4. 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.

5. 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.

	/s/ Brittany Keen, Attorney-in-Fact	01/05/2026
	** 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).
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FAQ

What insider transaction did ETSY's CEO report on January 1, 2026?

On 01/01/2026, Etsy's Chief Executive Officer reported the vesting of 12,111 restricted stock units into common stock at $0 per share, with 5,737 shares withheld at $55.44 to satisfy tax withholding obligations.

How many ETSY shares does the reporting person own after the latest Form 4 transactions?

Following the reported transactions, the reporting person beneficially owns 61,214 Etsy common shares directly and 36,725 shares indirectly through a GRAT (grantor retained annuity trust).

What restricted stock units are outstanding for the ETSY CEO after this filing?

After the 01/01/2026 activity, 27,062 restricted stock units from one grant and 81,935 restricted stock units from another grant remain beneficially owned by the reporting person.

What are the vesting schedules for the ETSY CEO’s restricted stock units?

One restricted stock unit grant vests in 14 equal quarterly installments beginning on July 1, 2024. The other vests in 12 equal quarterly installments beginning on July 1, 2025, in each case if the reporting person remains continuously employed or becomes retirement eligible before the vesting dates.

Why were some ETSY shares reported as disposed of at $55.44?

The 5,737 shares shown as disposed of at $55.44 represent shares withheld by Etsy to cover the reporting person’s tax withholding obligations related to the vesting and settlement of restricted stock units.

What does the GRAT mentioned in the ETSY Form 4 represent?

The Form 4 notes 36,725 Etsy shares held indirectly "By GRAT," indicating those shares are beneficially owned by the reporting person through a grantor retained annuity trust.