Etsy CFO sells 2,030 shares after RSU vesting

Etsy Inc. Chief Financial Officer Charles Baker reported a mix of equity compensation and routine share sales.

Rhea-AI Filing Summary

Etsy Inc. Chief Financial Officer Charles Baker reported a mix of equity compensation and routine share sales. On May 1, 2026, he acquired 6,224 shares of common stock through the vesting of restricted stock units and had 3,442 shares withheld to cover tax obligations.

On May 5, 2026, he made open-market sales totaling 2,030 shares of Etsy common stock at weighted average prices around $63–$64, executed under a pre-arranged Rule 10b5-1 trading plan. After these transactions, he directly holds 6,913 Etsy shares, with additional restricted stock units remaining outstanding.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 5 txns

Insider Baker Charles

Role Chief Financial Officer

Sold 2,030 shs ($129K)

Approx. gross sale proceeds $129K

Approx. exercise cost $0.00

Type	Security	Shares	Price	Value
Sale	Common Stock	1,703	$63.40	$108K
Sale	Common Stock	327	$64.00	$21K
Exercise	Restricted Stock Units	6,224	$0.00	$0.00
Exercise	Common Stock	6,224	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	3,442	$63.17	$217K

Holdings After Transaction: Restricted Stock Units — 68,471 contracts (Direct); Common Stock — 6,913 shares (Direct)

Footnotes (8)

1. F1. Shares of common stock acquired upon the vesting of restricted stock units.
2. F2. 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. F3. These sales were made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 12, 2025.
4. F4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.88 to $63.87, 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. F5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.89 to $64.32, 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. F6. 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.
7. F7. Represents restricted stock units which correspond 1-for-1 with common stock.
8. F8. 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.

Key Figures

Shares sold: 2,030 shares Sale prices: $63.40 and $64.00 per share RSUs vested: 6,224 units +3 more

6 metrics

Shares sold 2,030 shares Open-market sales of Etsy common stock on May 5, 2026

Sale prices $63.40 and $64.00 per share Weighted average prices for 1,703 and 327 shares sold

RSUs vested 6,224 units Restricted stock units converting 1-for-1 into common stock on May 1, 2026

Shares withheld for taxes 3,442 shares Withheld to satisfy tax obligations on RSU vesting

Shares held after transactions 6,913 shares Direct Etsy common stock holdings following reported trades

Remaining RSUs 68,471 units Restricted stock units outstanding after derivative transaction entry

Key Terms

Restricted Stock Units, Rule 10b5-1 trading plan, tax-withholding disposition, weighted average price, +1 more

5 terms

Restricted Stock Units financial

"security_title: "Restricted Stock Units" and footnote on 1-for-1 with common stock"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Rule 10b5-1 trading plan regulatory

"These sales were made pursuant to a Rule 10b5-1 trading plan adopted"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

tax-withholding disposition financial

"transaction_action: "tax-withholding disposition" and footnote describing withholding of shares"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

weighted average price financial

"The price reported in Column 4 is a weighted average price"

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

derivative exercise/conversion financial

"transaction_action: "derivative exercise/conversion" for RSU-related entries"

FAQ

What did Etsy (ETSY) CFO Charles Baker report in this Form 4 filing?

Etsy CFO Charles Baker reported equity compensation vesting and related stock activity. He received 6,224 common shares from restricted stock unit vesting, had 3,442 shares withheld for taxes, and sold 2,030 shares in open-market transactions under a pre-arranged Rule 10b5-1 trading plan.

How many Etsy (ETSY) shares did the CFO sell and at what prices?

Charles Baker sold a total of 2,030 Etsy common shares. He sold 1,703 shares at a weighted average price of $63.40 and 327 shares at a weighted average price of $64.00, with actual trade prices ranging within narrow bands around those averages.

How many Etsy (ETSY) shares does the CFO hold after these transactions?

After the reported transactions, Charles Baker directly holds 6,913 shares of Etsy common stock. This figure reflects the net result of restricted stock unit vesting, tax-related share withholding, and the open-market sales disclosed in the Form 4 filing.

What restricted stock unit (RSU) activity did Etsy (ETSY) disclose for its CFO?

The filing shows 6,224 restricted stock units converting 1-for-1 into Etsy common shares upon vesting. Footnotes state remaining RSUs correspond 1-for-1 with common stock and vest 25% on February 1, 2026, with the rest in 12 equal quarterly installments, subject to continued employment.

What does the Rule 10b5-1 trading plan mean in the Etsy (ETSY) CFO’s Form 4?

The Form 4 states the CFO’s stock sales were executed under a Rule 10b5-1 trading plan adopted on November 12, 2025. Such plans pre-schedule trades, showing the reported sales followed a predetermined strategy rather than discretionary, real-time trading decisions.

Why were some Etsy (ETSY) shares withheld from the CFO upon RSU vesting?

The filing explains 3,442 shares were withheld to satisfy Charles Baker’s tax withholding obligations tied to restricted stock unit vesting. Instead of paying taxes in cash, a portion of the newly delivered Etsy shares was retained by the company to cover the tax liability.

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Accepted by SEC EDGAR 05/05/2026 - 04:58 PM Learn about SEC filing dates

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).

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 NEW YORK 11201

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)	05/01/2026		M		6,224	A	$0	12,385	D
Common Stock	05/01/2026		F(2)		3,442	D	$63.17	8,943	D
Common Stock	05/05/2026		S(3)		1,703	D	$63.4(4)	7,240	D
Common Stock	05/05/2026		S(3)		327	D	$64(5)	6,913	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(6)	(7)	05/01/2026		M			6,224	(8)	(8)	Common Stock	6,224	$0	68,471	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 November 12, 2025.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.88 to $63.87, 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 $63.89 to $64.32, 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 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.

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

8. 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/ Jennifer Card, Attorney-in-Fact	05/05/2026
	** 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).
** 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.
* Form 4: SEC 1474 (03-26)