Every material Form 8-K Etsy has filed with the SEC since December 16, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Etsy reported third-quarter 2026 revenue of $692.5 million, up 10.9% year over year, with adjusted EBITDA of $210.4 million and a 30.4% margin. The company also said CFO Lanny Baker will leave, staying in his role through March 1, 2027 and advising through July 1, 2027, and it gave a fourth-quarter GMS forecast of $3.46 billion to $3.52 billion, up 5% to 7%.
Q3 2026 revenue $692.5 million, up 10.9% year over year; GMS $2.6 billion, up 8.8%
Adjusted EBITDA $210.4 million, up 14.6%, a 30.4% margin
Q4 2026 GMS outlook $3.46 billion to $3.52 billion, up 5% to 7% year over year
Charles (Lanny) Baker to remain CFO through March 1, 2027 and advise through July 1, 2027; search for successor underway
Etsy reported second-quarter 2026 results with Etsy marketplace revenue up 9.3% year over year to $668 million, and raised its full-year 2026 adjusted EBITDA margin outlook to 29-30% from 28-30%. The company also announced a restructuring that will reduce its workforce by about 220 employees, or roughly 12%, with about $35 million in estimated charges, and its board authorized a new $2 billion share repurchase program.
Q2 2026 Etsy marketplace GMS was $2.6 billion, up 7.5% year over year; revenue was $668 million, up 9.3% for the Etsy marketplace and 6.2% on a continuing operations basis
Adjusted EBITDA was $195 million, a 29.2% margin; full-year 2026 GMS growth outlook is mid-single-digit, up from the prior outlook
Restructuring plan approved August 3, 2026 cuts about 220 employees, leaving headcount near 1,600, with about $35 million in charges expected to be substantially complete by the end of Q3 2026
New $2 billion share repurchase authorization approved August 3, 2026; Depop sale to eBay completed July 30, 2026
Etsy completed its sale of Depop to eBay on July 30, 2026, receiving approximately $1.4 billion in cash, which includes a $1.2 billion purchase price plus $200 million of net adjustments and interest. Etsy plans to use the proceeds for general corporate purposes, including the accelerated share repurchase program outlined in its April 29 Shareholder Letter. The net proceeds remain subject to post-closing adjustments, and the actual gain on sale may differ materially from the $805.0 million pro forma estimate.
Closing date: July 30, 2026. Aggregate cash consideration is about $1.4 billion: $1.2 billion purchase price plus $200 million of net purchase price adjustments and interest.
Net cash proceeds remain subject to post-closing adjustments under the Purchase Agreement.
Pro forma balance sheet as of March 31, 2026 shows a gain on sale of $805.0 million; Etsy says the actual gain will be based on Depop's carrying value at closing and may differ materially.
Etsy plans to use proceeds for general corporate purposes, including accelerating its share repurchase program. A Second Amendment to the credit agreement with JPMorgan Chase Bank, N.A. dated July 30, 2026 is filed as Exhibit 10.1.
Etsy and eBay amended their agreement for eBay to acquire Depop, Etsy's wholly owned subsidiary, on July 12, 2026. The UK Competition and Markets Authority cleared the transaction on July 15, 2026, and the parties expect it to close on July 30, 2026. The amendment also changes the termination fee terms and moves the purchase price adjustment measurement date to July 17, 2026.
The UK Competition and Markets Authority cleared the Depop sale on July 15, 2026; closing is expected July 30, 2026.
The Second Amendment, dated July 12, 2026, sets the termination fee payable to Etsy at $68 million for terminations after June 30, 2026 and on or before July 15, 2026, and at $158 million for terminations after July 15, 2026.
Purchase price adjustment items, other than transaction expenses, will be measured as of 12:01am GMT on July 17, 2026, and eBay will pay interest at SOFR plus 0.40% per annum from that date through closing.
Etsy filed a Form 8-K reporting entry into a material definitive agreement under Item 1.01: a letter agreement dated May 21, 2026 with eBay Inc., filed as Exhibit 2.1. The filing itself does not describe the agreement's terms, so the financial effect and strategic purpose cannot be assessed from this document alone.
Item 1.01 (Material Definitive Agreement) was disclosed, with the agreement dated May 21, 2026
Counterparty is eBay Inc.; the letter agreement is filed as Exhibit 2.1
The filing does not state the agreement's terms, dollar amounts, or obligations
The report was signed May 28, 2026 by Colin Stretch, Chief Legal Officer
Etsy reported first-quarter 2026 results on April 29, 2026, with Etsy marketplace GMS of $2.5 billion, up 5.5% year over year, and revenue of $631 million. The company now expects low single-digit full-year GMS growth, which it said improved from its mid-February view, while the $1.2 billion sale of Depop to eBay is expected to close by the end of the third quarter of 2026.
Etsy marketplace GMS was $2.5 billion, up 5.5% year over year; revenue was $631 million and take rate was 25.7%.
Adjusted EBITDA was $185 million, a 29.3% margin; operating cash flow from continuing operations was $102.5 million.
Q2 2026 GMS outlook is $2.48 billion to $2.53 billion; full-year Etsy marketplace GMS growth is expected to be in the low single-digit range.
The Depop sale to eBay is priced at $1.2 billion with closing expected by the end of Q3 2026; Etsy repurchased about $145 million of stock in Q1.
Etsy reported fourth quarter 2025 revenue of $881.6 million, up 3.5% from a year earlier as reported, while net income fell 14.8% to $110.7 million and diluted earnings per share fell to $0.92 from $1.03. The company also agreed to sell its Depop unit to eBay for $1.2 billion in cash, with closing expected in the second quarter of 2026, and guided to slight gross merchandise sales growth for 2026 on continuing operations.
Q4 2025 gross merchandise sales (GMS) were $3.59 billion, down 3.8% as reported and up 2.4% excluding Reverb, which Etsy sold on June 2, 2025.
Full-year 2025 net income was $163.0 million, down 46.3%, and diluted EPS was $1.39 versus $2.35 in 2024.
Etsy agreed to sell Depop to eBay Inc. for $1.2 billion in cash; closing is expected in the second quarter of 2026.
First quarter 2026 GMS guidance is $2.38 billion to $2.43 billion, with the company expecting slight GMS growth for full-year 2026.
Etsy signed an agreement on February 15, 2026 to sell its Depop fashion resale marketplace subsidiary to eBay for approximately $1.2 billion in cash, subject to purchase price adjustments. The deal is expected to close in the second quarter of 2026, subject to antitrust approvals and other closing conditions. Etsy said it will use the proceeds for general corporate purposes, continued share repurchases and investment in its core marketplace.
Purchase price is approximately $1.2 billion in cash, subject to adjustments for Depop's working capital, transaction expenses, cash, indebtedness and certain forfeited equity awards
Expected closing is the second quarter of 2026; outside date is November 15, 2026, extendable to February 15, 2027 for antitrust approvals
Purchaser would pay Etsy a $90 million termination fee in certain antitrust-related terminations and an additional $70 million fee on certain other termination events
Etsy will report fourth quarter and full year 2025 results and first quarter 2026 outlook the day after this announcement, per the press release
Etsy reported third-quarter 2025 results for the period ended September 30, 2025. Revenue was $678.0 million, up 2.4% as reported and up 6.1% excluding the Reverb business it sold on June 2, 2025, while net income rose to $75.5 million from $57.4 million a year earlier. Adjusted EBITDA fell 6.4% to $171.9 million, and the company guided fourth-quarter Adjusted EBITDA margin to about 24%, citing planned Depop marketing investment.
Q3 revenue was $678.0 million, up 2.4% as reported and up 6.1% excluding Reverb; diluted EPS was $0.63 versus $0.45 a year earlier.
Q3 GMS was $2,724.7 million, down 6.5% as reported and up 0.9% excluding Reverb; the company said it exceeded the top end of its consolidated GMS guidance range.
Adjusted EBITDA was $171.9 million, down 6.4%, with a 25.4% margin versus 27.7% a year earlier.
Q4 2025 guidance: GMS of $3.5 billion to $3.65 billion, take rate of about 24.5%, and Adjusted EBITDA margin of about 24%.
Etsy said President and Chief Growth Officer Kruti Patel Goyal will become Chief Executive Officer and join the Board effective January 1, 2026, replacing Josh Silverman, who will resign as CEO effective December 31, 2025 and serve as Executive Chair through December 31, 2026. The filing also sets out pay terms for both executives, including a $700,000 base salary for Patel Goyal and a $420,000 base salary for Silverman, and notes that Fred Wilson will step down as Board Chair but remain a director.
Kruti Patel Goyal, age 49, to become CEO and President effective January 1, 2026, with a base salary of $700,000 and a 100% target bonus
Josh Silverman resigns as CEO effective December 31, 2025; Executive Chair through December 31, 2026, then Senior Advisor until April 1, 2027
Etsy intends to grant Patel Goyal promotion equity of about $16,000,000 and Silverman PSUs of about $8,000,000, subject to Compensation Committee approval
Fred Wilson, Board Chair since 2017, will step down as Chairman but continue as a Board member
Etsy said it will transfer the principal listing of its common stock from the Nasdaq Global Select Market to the New York Stock Exchange, with the symbol ETSY unchanged. Nasdaq trading is expected to end at market close on October 10, 2025, and NYSE trading is expected to begin at market open on October 13, 2025, so shareholders will see the change in exchange venue but no change in ticker.
Nasdaq listing expected to end at market close on October 10, 2025
NYSE trading expected to begin at market open on October 13, 2025
Stock will continue to trade under the symbol ETSY on the NYSE
Board-authorized decision announced September 29, 2025; press release furnished as Exhibit 99.1
Etsy reported second quarter 2025 results on July 30, 2025. Revenue rose 3.8% to $672.7 million, while GMS fell 4.8% to $2.8 billion and net income dropped to $28.8 million, mainly due to a $25.4 million non-cash foreign exchange loss. The company also gave third quarter GMS guidance of $2.6 billion to $2.7 billion.
Revenue was $672.7 million, up 3.8% year-over-year, with a 24.0% take rate.
Net income was $28.8 million, down 45.6%; diluted EPS was $0.25 versus $0.41 a year earlier.
Third quarter 2025 guidance: GMS of $2.6 billion to $2.7 billion, take rate of about 24.5%, and adjusted EBITDA margin of about 25%.
Reverb sale was completed on June 2, 2025; the company repurchased about $335 million of stock in the quarter.
Etsy completed a private offering of $700 million in 1.00% convertible senior notes due 2030, including an additional $50 million exercised in full by the initial purchasers. About $150.0 million of the net proceeds was used to repurchase about 2.5 million Etsy shares at $60.20 each, and the notes can be settled in cash, shares, or a combination. Shareholders may face dilution if the notes convert into shares, with a maximum of 11,627,840 shares issuable on conversion.
Notes: $700 million principal of 1.00% convertible senior notes due June 15, 2030, closed June 16, 2025, including the $50 million option exercised in full
Net proceeds were approximately $688.5 million; about $150.0 million was used to repurchase about 2.5 million shares at $60.20
Initial conversion price is about $85.79 per share, a premium of about 42.5% over the June 11, 2025 last reported sale price
Etsy may redeem the notes for cash on or after June 20, 2028 under specified conditions
Etsy reported first-quarter 2025 revenue of $651.2 million, up 0.8%, while gross merchandise sales fell 6.5% to $2.8 billion. The company posted a net loss of $52.1 million, driven by a $101.7 million goodwill impairment tied to Reverb, compared with net income of $63.0 million a year earlier. Etsy also guided to a second-quarter GMS decline similar to or slightly better than Q1, and it said it signed an agreement on April 22, 2025 to sell Reverb.
Revenue was $651.2 million, up 0.8% year over year; GMS was $2.8 billion, down 6.5%
Net loss was $52.1 million, or $(0.49) per diluted share, versus net income of $63.0 million, or $0.48 per diluted share, a year earlier
Second-quarter guidance: GMS decline similar to, or slightly better than, Q1; adjusted EBITDA margin of about 25%
Etsy signed a definitive agreement on April 22, 2025 to sell Reverb; the guidance excludes the sale
Etsy reported fourth quarter 2024 revenue of $852.2 million, up 1.2% year over year, and net income of $129.9 million, up 56.0%. Gross merchandise sales (GMS) fell 6.8% to $3.7 billion, and the company said first quarter 2025 GMS will decline at a rate similar to the fourth quarter, which points to continued weakness in sales volume for shareholders.
Q4 2024 diluted net income per share was $1.03, up from $0.62 a year earlier
Full-year 2024 revenue was $2.8 billion, up 2.2%, while full-year net income was $303.3 million, down 1.4%
Q1 2025 guidance: GMS decline similar to Q4 2024's 6.8%, take rate about 23%, adjusted EBITDA margin about 25-26%
In Q4 2024 Etsy repurchased about $260 million, or 4.9 million shares, of common stock
On December 12, 2024, Etsy's board approved a 2024 Inducement Plan that reserves 1,000,000 shares of common stock for equity awards to newly hired or rehired employees. The plan is designed to be used under a Nasdaq exemption that avoids stockholder approval, and its terms otherwise mirror the 2024 Equity Incentive Plan.
Board approved the Etsy, Inc. 2024 Inducement Plan on December 12, 2024
1,000,000 shares of common stock reserved for the plan
Awards limited to employees commencing employment or rehired after a bona fide non-employment period
Filing attaches the plan and form of restricted stock unit agreement as Exhibits 10.1 and 10.2
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