Business Context and Reporting Period
This Form 8-K, dated July 12, 2026, reports on Etsy, Inc.'s entry into a Second Amendment to the Sale and Purchase Agreement with eBay Inc. regarding the divestiture of Depop Limited, a wholly-owned subsidiary. The filing follows regulatory clearance by the UK Competition and Markets Authority (CMA) on July 15, 2026.
Key Financial Metrics and Transaction Terms
This filing does not report standard operating financial metrics such as revenue, profit, cash flow, or margins. It focuses exclusively on the financial terms of the Depop divestiture:
- Termination Fees: The Second Amendment resets the termination fee payable by eBay to Etsy to $68 million if terminated between June 30, 2026, and July 15, 2026, and $158 million if terminated after July 15, 2026 (excluding fraud or willful breach by Etsy).
- Lockbox Date: Purchase price adjustments will be measured as of 12:01 am GMT on July 17, 2026.
- Interest on Purchase Price: eBay will pay interest on the Closing Purchase Price at a rate of SOFR plus 0.40% per annum from the Lockbox Date through the Closing Date.
Material Changes and Transaction Status
The primary material change is the fixing of the Closing Date and the adjustment of termination fee thresholds following CMA clearance.
- Closing Date: The transaction is now expected to close on July 30, 2026, defined as the later of that date or the second Business Day after all closing conditions are satisfied.
- Condition Scope: For determining closing conditions regarding representations, warranties, and material adverse effects, only events occurring on or after July 12, 2026, attributable to intentional acts or omissions by Etsy or Depop with actual knowledge of the breach, will be considered.
Outlook, Risks, and Management Commentary
Management expects the transaction to close on July 30, 2026, subject to the satisfaction of remaining closing conditions. The filing includes standard forward-looking statement disclaimers, noting that actual results may differ due to risks and uncertainties. Specific risks are referenced in Etsy's Form 10-Q for the quarter ended June 30, 2026.
Investor Verification Checklist
- Verify the final closing date of the Depop transaction, currently targeted for July 30, 2026.
- Confirm the final purchase price and any adjustments calculated as of the July 17, 2026 Lockbox Date.
- Monitor for any termination events that would trigger the $68 million or $158 million fee payable by eBay.
- Review the full text of the Second Amendment (Exhibit 2.1) for omitted schedules and detailed covenants.