Etsy Inc SEC Filings

Etsy, Inc. reports 2025 results showing a mixed picture of portfolio reshaping and core marketplace pressure. Total consolidated gross merchandise sales (GMS) were $11,916.9 million, with the Etsy marketplace contributing $10,460.7 million and Depop $1,074.9 million, before planned divestiture.

Etsy agreed to sell Depop to eBay for $1.2 billion in cash, with closing expected in Q2 2026 subject to approvals, and sold Reverb earlier in 2025. The company generated $693.4 million in operating cash flow and $638.8 million in free cash flow, repurchased 14.4 million shares for $777.1 million, authorized a new $750 million buyback, and ended the year with $1.4 billion in cash and equivalents.

Etsy marketplace GMS declined 4% to about $10.5 billion, with active buyers down 3% to 86.5 million and habitual buyers down 9%, even as reactivated buyers grew 4%. Depop’s GMS grew 36.3%. Leadership is transitioning to a new CEO in 2026, and the filing highlights extensive risks from macro conditions, competition, technology and cybersecurity, regulation, and execution of strategy, including the Depop sale.

Etsy, Inc. reported fourth quarter 2025 revenue of $881.6 million, up 3.5% year-over-year, with Gross Merchandise Sales (GMS) of $3.59 billion, down 3.8% as reported due to the earlier sale of Reverb. Net income for the quarter was $110.7 million, and adjusted EBITDA was $222.5 million for a margin of 25.2%. For full year 2025, revenue reached $2.88 billion and net income was $163.0 million, both modestly higher on revenue but lower on profit versus 2024 as margins compressed.

Etsy ended the year with $1.8 billion in cash, cash equivalents, and investments and continued buybacks, repurchasing $133 million of stock in the quarter. The company signed an agreement to sell Depop to eBay for $1.2 billion in cash, expected to close in the second quarter of 2026, after which Depop will be treated as discontinued operations. For first quarter 2026, Etsy guides GMS of $2.38–$2.43 billion, a take rate of about 25.5%, and adjusted EBITDA margin of roughly 28–30%, and it expects slight GMS growth for full year 2026 with positive year-over-year comparisons in every quarter.

Etsy, Inc. has signed a definitive agreement to sell its wholly owned subsidiary Depop Limited to eBay Inc. for approximately $1.2 billion in cash, subject to working capital, cash, debt, transaction expense and equity-award adjustments.

The deal is expected to close in the second quarter of 2026, provided specified antitrust approvals are received and other customary closing conditions are met, including no continuing material adverse effect on Depop and certain key employee retention conditions. If antitrust approvals are not obtained or certain antitrust remedies are imposed, eBay must pay Etsy a $90 million termination fee, with an additional $70 million payable to Etsy upon certain other termination events. Etsy states it plans to use sale proceeds for general corporate purposes, continued share repurchases, and investment in its core Etsy marketplace.

Citadel-affiliated investment entities have filed an amended Schedule 13G disclosing passive ownership stakes in Etsy, Inc. common stock. The filing states that Kenneth Griffin may be deemed to beneficially own 3,109,387 Shares, representing 3.2% of Etsy’s outstanding common stock.

Within this total, Citadel Securities LLC may be deemed to beneficially own 1,832,952 Shares (about 1.9% of the class), while Citadel Securities Group LP and Citadel Securities GP LLC may each be deemed to beneficially own 2,598,314 Shares (about 2.6% of the class). Other Citadel-affiliated advisers and holding companies are each associated with 511,073 Shares (about 0.5% of the class).

The filing indicates no sole voting or dispositive power for any reporting person; all reported powers are shared. The certification states that the securities were not acquired and are not held for the purpose of changing or influencing control of Etsy, consistent with a passive investment reporting posture under Schedule 13G.

Lone Pine Capital LLC and related reporting persons disclose that they no longer beneficially own any shares of Etsy Inc. common stock. As of the event date of 12/31/2025, each reporting person lists 0 shares beneficially owned, representing 0% of Etsy’s common stock.

The filing is an amendment to a Schedule 13G, which is used by certain large, generally passive investors to report holdings. The group also certifies that the securities were not acquired or held for the purpose of changing or influencing control of Etsy.

Etsy shareholder Marla Blow has filed a notice of intent to sell 300 shares of Etsy common stock. The shares are to be sold through UBS Financial Services on Nasdaq, with an aggregate market value listed as 13668.00 and an approximate sale date of 02/17/2026. The filing states these 300 shares were acquired on 06/14/2023 through RSU vesting from the issuer, with payment also dated that day. It also notes a prior sale by Blow of 300 common shares on 11/20/2025, generating gross proceeds of 15705.30.

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.

Etsy Inc. Executive Chair Joshua G. Silverman exercised employee stock options for 21,666 shares of common stock at an exercise price of $10.62 per share on February 2, 2026. On the same day, he sold 21,666 common shares in open-market transactions at weighted average prices around the low $53 range under a pre-arranged Rule 10b5-1 trading plan adopted on November 5, 2024.

After these transactions, Silverman directly held 90,661 Etsy common shares and 822,286 employee stock options. Additional Etsy shares are reported as indirectly held through various family and estate-planning trusts, with some positions reported subject to disclaimers of beneficial ownership as described in the footnotes.

Etsy insider Josh Silverman has filed a notice to sell common stock under Rule 144. The filing covers 21,666 Etsy shares to be sold through UBS Financial Services on NASDAQ, with an aggregate market value of 1,148,298.00. These shares were acquired the same day via a cash exercise of stock options.

The notice also lists prior Etsy share sales by Silverman over the past three months, including multiple transactions ranging from 21,666 to 86,666 shares, with individual gross proceeds up to several million dollars.