Business Context and Reporting Period
Company: Etsy, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: February 15, 2026
Event: Entry into a Material Definitive Agreement to sell Depop Limited, a wholly-owned subsidiary operating a fashion resale marketplace, to eBay Inc.
Key Financial Metrics
This filing does not report Etsy's consolidated revenue, profit, cash flow, margins, debt, or liquidity metrics. The financial data provided relates exclusively to the transaction terms:
- Purchase Price: Approximately $1.2 billion in cash.
- Adjustments: Subject to adjustments for working capital, transaction expenses, cash, indebtedness, and forfeited equity awards as of closing.
- Termination Fees:
- $90 million payable by eBay if terminated due to antitrust prohibitions, remedies, or failure to obtain approvals by the Outside Date.
- Additional $70 million payable by eBay upon certain other termination events.
Material Changes
The primary material change is the divestiture of the Depop business unit. The transaction represents a strategic shift in Etsy's portfolio, moving away from direct ownership of the Depop marketplace. The filing does not provide comparative financial performance data for the prior period.
Guidance, Outlook, and Risks
Transaction Timeline: Expected to close in the second quarter of 2026, subject to closing conditions.
Outside Date: November 15, 2026, with a potential extension to February 15, 2027 for antitrust approvals.
Closing Conditions: Include accuracy of representations, performance of covenants, receipt of antitrust approvals, absence of prohibitory laws, and key employee retention.
Risks and Contingencies:
- Failure to obtain required regulatory or antitrust approvals.
- Business disruption during the pendency of the transaction.
- Diversion of management time.
- Adverse reaction from customers or market conditions.
Investor Verification Checklist
- Verify the final purchase price after working capital and other adjustments at closing.
- Monitor the status of required antitrust and governmental approvals.
- Review the full text of the Sale and Purchase Agreement (Exhibit 2.1) for specific covenants and representations.
- Assess the impact of the Depop divestiture on Etsy's future revenue streams and strategic focus.
- Confirm the retention of key Depop employees as a condition for closing.