ETSY INC

Consolidated Balance Sheets (Unaudited)

(In thousands, except per share amounts)

Consolidated Statements of Operations (Unaudited)

(In thousands, except per share amounts)

Consolidated Statements of Comprehensive (Loss) Income (Unaudited)

Consolidated Statements of Changes in Stockholders’ Deficit (Unaudited)

Consolidated Statements of Changes in Stockholders’ Deficit (Unaudited)

Condensed Consolidated Statements of Cash Flows (Unaudited)

The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the Consolidated Balance Sheets that sum to the total of the same such amounts shown above:

Note 1—Basis of Presentation and Summary of Significant Accounting Policies

Description of Business

Etsy operates a two-sided online marketplace that connects millions of creative entrepreneurs with buyers around the world.

The Etsy marketplace is the global destination for unique, creative goods from independent sellers, connecting artisans with thoughtful consumers seeking items that reflect their tastes and values. The Company generates revenue primarily from marketplace activities, including transaction fees (inclusive of offsite advertising), payments processing fees, and listing fees, as well as from optional seller services, which include on-site advertising and shipping labels.

Basis of Consolidation

The condensed consolidated financial statements include the accounts of Etsy and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. On June 2, 2025, Etsy completed the sale of Reverb Holdings, Inc. (“Reverb”), its musical instrument marketplace. The financial results of Reverb have been included in Etsy’s condensed consolidated financial statements until June 2, 2025.

Assets Held for Sale and Discontinued Operations

A business is classified as held for sale when management commits to a plan to sell the business, the sale is probable within one year, and the business is being actively marketed at a price that is reasonable in relation to its current fair value. A business classified as held for sale is measured at the lower of its carrying value or fair value less costs to sell, and depreciation and amortization cease once the held for sale criteria are met. The results of operations of a business classified as held for sale are presented as discontinued operations if the disposal represents a strategic shift that has, or will have, a major effect on the Company’s operations and financial results, and prior period amounts are retrospectively reclassified to conform to the current period presentation.

As previously disclosed, on February 15, 2026, the Company executed a Sale and Purchase Agreement (the “Original Purchase Agreement”) to sell all of the outstanding equity interests of Depop Limited (“Depop”), its fashion resale marketplace, to eBay Inc. (“eBay”), a Delaware corporation. The Original Purchase Agreement, as supplemented May 21, 2026 (the “First Amendment”) and as amended July 12, 2026 (the “Second Amendment”), is referred to herein collectively as the “Purchase Agreement.” The First Amendment was intended to enable Etsy and Depop to make continued investments, in their sole discretion, to maintain the competitiveness of the Depop business. The Second Amendment established a lockbox structure to fix the economic measurement date for purchase price adjustments (other than transaction expenses) as of July 17, 2026 (the “Lockbox Date”), among other things. On July 30, 2026 (the “Closing Date”), the Company completed the sale of Depop.

The divestiture of the Depop business meets the held for sale criteria as of June 30, 2026 and is presented as discontinued operations for all periods presented. Unless otherwise noted, all amounts and disclosures included in the Notes to Condensed Consolidated Financial Statements reflect only the Company’s continuing operations and exclude the results of the Depop marketplace. Refer to “Note 2—Discontinued Operations” for additional information.

Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). The Company has condensed or omitted certain information and notes normally included in complete annual financial statements prepared in accordance with GAAP. These unaudited interim condensed consolidated financial statements should therefore be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K filed with the SEC on February 19, 2026 (the “Annual Report”). In the opinion of management, all material adjustments, which are of a normal and recurring nature, necessary for a fair statement of the results for the periods presented have been reflected in the condensed consolidated financial statements. The results of operations of any interim period are not necessarily indicative of the results of operations for the full annual period or any future period due to seasonal and other factors.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires the Company to make estimates and judgments that affect the amounts reported and disclosed in the condensed consolidated financial statements and accompanying notes. Actual results could differ from these estimates and judgments. The accounting estimates that require management’s most subjective judgments include: income taxes, including the estimate of the annual effective tax rate at interim periods and evaluation of uncertain tax positions; valuation of goodwill; and leases. As of June 30, 2026, there continues to be significant global macroeconomic and geopolitical uncertainty which may impact the Company’s business, results of operations, and financial condition. As a result, many of the Company’s estimates and judgments require increased judgment and carry a higher degree of variability and volatility. As additional information becomes available, the Company’s estimates may change materially in future periods.

Recently Adopted Accounting Pronouncements

In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which amends the guidance for estimating expected credit losses on accounts receivable and contract assets, requiring entities to apply a current expected credit loss model. The Company adopted this standard effective January 1, 2026 on a prospective basis. The adoption did not have a material impact on the Company’s consolidated financial statements or results of operations.

In November 2024, the FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments, which clarifies the assessment of whether certain settlements of convertible debt instruments should be accounted for as an induced conversion or extinguishment of convertible debt. The Company adopted this standard effective January 1, 2026 on a prospective basis. The adoption did not have a material impact on the Company’s consolidated financial statements or results of operations.

Recently Issued Accounting Pronouncements

In May 2026, the FASB issued ASU 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818), which establishes standardized requirements for the recognition, measurement, presentation, and disclosure of environmental credits and related obligations. The amendments are effective for annual reporting periods beginning after December 15, 2027, including interim reporting periods within those annual periods, and are to be applied retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-12, Codification Improvements, which includes amendments that clarify guidance, correct errors, and make other minor improvements to the FASB Accounting Standards Codification (“ASC”). The amendments are effective for interim and annual reporting periods beginning after December 15, 2026, and are to be applied either prospectively or retrospectively, depending on the specific guidance amended. Early adoption is permitted, including on an issue-by-issue basis. The Company is currently evaluating the impact of this guidance on its consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies the scope and applicability of the interim reporting guidance in Topic 270 and improves the navigability of the interim disclosure requirements. The amendments are effective for interim and annual periods beginning after December 15, 2027, and are to be applied prospectively. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which updates the guidance for accounting for internal-use software costs. An entity will be required to start capitalizing software costs when (1) management has authorized and committed to funding the project and (2) it is probable the project will be completed and the software will be used as intended. The amendments are effective for annual reporting periods beginning after December 15, 2027, including interim periods within those annual periods. Early adoption is permitted, and entities may apply the guidance on a prospective, retrospective, or modified transition basis. The Company is currently evaluating the impact of the standard on its consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The primary objective is to disclose disaggregated information about specific categories underlying certain income statement expense line items for both annual and interim periods in a tabular format. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, and can be applied on a prospective basis, although retrospective application to all periods presented is permitted. Early adoption is permitted. The Company is currently evaluating the impact of the standard on its disclosures.

Note 2—Discontinued Operations

The Company entered into a Purchase Agreement to sell Depop to eBay, in an effort to focus on driving growth in the core Etsy marketplace, for a base purchase price of $1.2 billion in cash, subject to certain purchase price adjustments as set forth in the Purchase Agreement. Purchase price adjustments include those for Depop’s working capital, transaction expenses, cash, and indebtedness as well as for the value of any forfeited equity awards of Depop employees continuing with eBay, and for certain investments Etsy and Depop, in their sole discretion, made in the Depop business prior to the Lockbox Date.

The Company determined the assets of the Depop subsidiary met the criteria for classification as held for sale as of June 30, 2026. The Company analyzed the quantitative and qualitative factors relevant to the divestiture of Depop and determined the disposal represents a strategic shift that has a major effect on its operations and financial results. As such, the assets and liabilities, results of operations, and cash flows of Depop are presented as discontinued operations in the Consolidated Balance Sheets, Consolidated Statements of Operations, and Condensed Consolidated Statements of Cash Flows, respectively, for all periods presented. In addition, divestiture-related expenses incurred as part of the Depop divestiture have been reflected in discontinued operations.

On the Closing Date, the Company completed the sale of Depop to eBay for aggregate cash consideration of approximately $1.4 billion, reflecting the purchase price of $1.2 billion plus $200 million of net purchase price adjustments and interest as set forth in the Purchase Agreement.

The Company expects to recognize an estimated gain on the disposal of Depop of approximately $840 million in the third quarter of 2026. The actual gain will be determined based on the final carrying value of Depop’s net assets as of the Closing Date as well as any post-closing adjustments, and thus, may differ from this estimate. The gain on disposal, together with Depop’s results of operations through the Closing Date, will be reported within “Net income (loss) from discontinued operations” in the Consolidated Statements of Operations for the three and nine months ending September 30, 2026.

Financial Information of Discontinued Operations (Depop)

The following table summarizes the major line items for Depop that are included in the net loss from discontinued operations in the Consolidated Statements of Operations (in thousands):

The following table summarizes the carrying amounts of major classes of assets and liabilities of Depop’s discontinued operations (in thousands):

Note 3—Sale of Business

On April 21, 2025, the Company entered into an agreement to sell Reverb to Reverb IntermediateCo LLC, a Delaware limited liability company and wholly owned subsidiary of Reverb Partners LLC, a Delaware limited liability company, in an effort to focus on driving growth in the core Etsy marketplace. Reverb Partners LLC is an affiliate of Servco Pacific Inc., a Hawaii corporation, and Creator Partners LLC, a Delaware limited liability company, for a purchase price of $105.0 million in cash, subject to certain closing adjustments.

The transaction closed on June 2, 2025 and the Company recorded a loss on sale of $5.1 million during the three months ended June 30, 2025. The loss on sale is the difference between the fair value of the consideration received of $108.2 million and the carrying amount of Reverb’s net assets as of the closing date of $113.3 million. The major classes of assets and liabilities sold consisted of the following (in thousands):

Note 4—Revenue

Contract balances

Deferred revenues

The amount of revenue recognized inthe six months ended June 30, 2026 that was included in the deferred balance at January 1,2026 was$22.3 million.

Note 5—Income Taxes

The Company’s provision or benefit from income taxes in interim periods is determined using an estimate of the annual effective tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter, the Company updates its estimate of the annual effective tax rate, and if its estimated tax rate changes, the Company makes a cumulative adjustment. The estimate of the annual effective income tax rate for the full year is applied to the respective interim period, taking into account year-to-date amounts and projected results for the full year.

For the six months ended June 30, 2026, the Company’s effective income tax rate was 17.1% representing a provision for income taxes from continuing operations recorded on net income from continuing operations before taxes. The effective tax rate for the six months ended June 30, 2026 was favorably impacted by foreign operations taxed at a lower rate.

Although management believes its tax positions and related provisions reflected in the condensed consolidated financial statements are fully supportable, it recognizes that these tax positions and related provisions may be challenged by various tax authorities. These tax positions and related provisions are reviewed on an ongoing basis and are adjusted as additional facts and information become available, including progress on tax audits, changes in interpretation of tax laws, developments in case law and closing of statute of limitations. To the extent that the ultimate results differ from the original or adjusted estimates of the Company, the effect will be recorded in the provision for income taxes.

A significant period of time may elapse between the filing of an income tax return and the ultimate resolution of an issue raised by a revenue authority with respect to that return. Any adjustments as a result of any examination may result in additional taxes and/or penalties against the Company. If the ultimate result of these audits differ from original or adjusted estimates, they could have a material impact on the Company’s tax provision.

The amount of unrecognized tax benefits included in the Consolidated Balance Sheets increased $3.8 million in the six months ended June 30, 2026, from $55.7 million as of December 31, 2025 to $59.5 million as of June 30, 2026. The total amount of unrecognized tax benefits that, if recognized, would favorably affect the effective tax rate is $55.3 million as of June 30, 2026. The total amount of unrecognized tax benefits relating to the Company’s tax positions is subject to change based on future events including, but not limited to, the settlements of ongoing audits and/or the expiration of applicable statutes of limitations.

The Company recognizes interest and/or penalties related to uncertain tax positions in income tax expense. For the six months ended June 30, 2026, the Company recorded interest and penalties of $2.7 million as a component of income tax expense, which increased the cumulative balance from $9.8 million as of December 31, 2025 to $12.5 million as of June 30, 2026.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. OBBBA includes significant corporate tax changes, including a restoration of the current deductibility for domestic research expenditures beginning in 2025, with transition options for previously capitalized amounts. OBBBA also includes changes to certain U.S. international provisions beginning in 2026. While certain provisions of OBBBA may favorably change the timing of cash tax payments in the near term, the Company does not expect the legislation to have a material impact on the provision for income taxes.

Note 6—Net Income (Loss) Per Share

The following table presents the calculation of basic and dilutednet income (loss) per share for the periods presented (in thousands, except per share amounts):

The following potentially issuable common shares were excluded from the calculation of diluted weighted-average common shares outstanding because their effect would have been anti-dilutive for the periods presented (in thousands):

Note 7—Goodwill

The following table summarizes the changes in the carrying amount of goodwill for the periods indicated (in thousands):

During the first quarter of 2025, circumstances changed for the Reverb reporting unit, making a sale of the business more likely than not. This triggered a quantitative impairment test of its goodwill, finite-lived intangible assets, and other long-lived assets as of March 31, 2025.

The quantitative analysis indicated that the fair value of finite-lived intangible assets and other long-lived assets was sufficiently in excess of its carrying value. However, the carrying value of the Reverb reporting unit exceeded its fair value, resulting in a non-cash goodwill impairment charge of $101.7 million in the first quarter of 2025 to write off goodwill in full for the Reverb reporting unit. The fair value estimate for the reporting unit considered both income and market approaches, ultimately concluding that the estimated proceeds from the potential sale of the business unit was the most reliable indicator of fair value as of March 31, 2025. The Company sold Reverb in the second quarter of 2025. See “Note 3—Sale of Business” for additional information. The remaining goodwill balance is allocated to the Etsy reporting unit.

Note 8—Segment and Geographic Information

For the three and six months ended June 30, 2026, the Company hadone operating and reportable segment, Etsy. Following the sale of Reverb in the second quarter of 2025, the Company hadtwo operating segments, Etsy and Depop, which at the time qualified for aggregation asone reportable segment because they met the quantitative and qualitative aggregation criteria prescribed by ASC 280, Segment Reporting. Depop, beginning in the first quarter of 2026, is classified as discontinued operations for all periods presented, as discussed in “Note 2—Discontinued Operations.”

The Company’s Chief Operating Decision Maker (“CODM”), the Chief Executive Officer, reviews operating results to assess performance and allocate resources at the segment level. In connection with Depop’s classification as discontinued operations, the Company changed its measure of profit or loss. The Company has concluded that net income from continuing operations is the measure of profit or loss required to be disclosed under ASC 280 for its single operating segment, although Adjusted EBITDA is another measure of operating performance that continues to be used by the CODM.

The significant segment expenses that are regularly provided on a quarterly basis to the CODM are cost of revenue, marketing, product development, and general and administrative, which are presented on the face of the Consolidated Statements of Operations and included within net income from continuing operations. Other segment items include asset impairment charge, other income (expense), net, and provision for income taxes from continuing operations, which represent the total expenses included in net income from continuing operations, but are not regularly provided to the CODM. The CODM does not review segment assets at a different asset level or category as compared to what is presented in the Consolidated Balance Sheets.

Revenue by country is based on the billing address of the seller. The following table summarizes revenue by geographic area (in thousands):

For the three and six months ended June 30, 2026, no individual country’s revenue exceeded 10% of total revenue, with the exception of the United States. For the three and six months ended June 30, 2025, the United States and United Kingdom exceeded 10% of total revenue.

The following table summarizes tangible long-lived assets by geographic area (in thousands):

No individual country’s tangible long-lived assets exceeded 10% of total tangible long-lived assets, with the exception of the United States and Ireland as of June 30, 2026 and the United States as of December 31, 2025.

Note 9—Fair Value Measurements

As of June 30, 2026 and December 31, 2025, the Company’s cash equivalents, short-term investments, and long-term investments primarily consisted of available-for-sale debt securities. These debt securities are measured at fair value and classified within Level 1 or Level 2 in the fair value hierarchy as the Company uses unadjusted quoted prices for identical assets in an active market that the Company has the ability to access (Level 1) or quoted market prices in markets that are not active or model derived valuations in which all significant inputs are observable in active markets (Level 2).

As of June 30, 2026 and December 31, 2025, the Company’s short-term and long-term investments also consisted of investments in loan receivables and in third-party managed funds. The investments in loan receivables are measured on an amortized cost basis and classified in Level 3 of the fair value hierarchy as the fair value is derived from techniques in which one or more significant inputs are unobservable. The investments in third-party managed funds are measured on the net assets value (“NAV”) basis as a practical expedient. NAV is primarily determined based on the information provided by external fund administrators for which the most recent financial information is typically received on a lag within the quarter following the Company’s balance sheet date. These investments are intended to further the Company’s impact strategy as part of the Company’s Impact Investment Fund.

The following table sets forth the cost, gross unrealized losses, gross unrealized gains, and fair value of the Company’s investments as of the dates indicated (in thousands):

(1)$27.2 million of money market funds were classified as funds receivable and seller accounts as of June 30, 2026.

(2)Third-party managed funds measured on the NAV basis have not been categorized in the fair value hierarchy. The amount presented in the table is intended to permit reconciliation of the short-term and long-term investments in the fair value hierarchy to the amount presented in the Consolidated Balance Sheets.

The tables below show the fair value and gross unrealized loss related to available-for-sale debt securities, aggregated by investment category and the length of time that the securities have been in a continuous unrealized loss position as of the dates indicated (in thousands):

The Company evaluates fair value for each individual security in the investment portfolio. When assessing the risk of credit loss, the Company considers factors such as the extent to which the fair value is less than the amortized cost basis, the credit rating, including whether there has been any changes to the rating of the security by a rating agency, available information relevant to the collectibility of the security, and management’s intended holding period and time horizon for selling the security. The Company did not recognize a credit loss in the three and six months ended June 30, 2026 or 2025.

Outside of the Company’s Impact Investment Fund, the Company typically invests in short- and long-term instruments, including fixed-income funds and U.S. Government securities aligned with the Company’s investment strategy. In accordance with the Company’s investment policy, all investments, other than investments made through its Impact Investment Fund, have maturities no longer than 37 months, with the average maturity of these investments maintained at 12 months or less.

Disclosure of Fair Values

The Company’s financial instruments that are not remeasured at fair value in the Consolidated Balance Sheets include the $700.0 million aggregate principal amount of 1.00% Convertible Senior Notes due 2030 (the “2025 Notes”), the $1.0 billion aggregate principal amount of 0.25% Convertible Senior Notes due 2028 (the “2021 Notes”), the $650.0 million aggregate principal amount of 0.125% Convertible Senior Notes due 2027 (the “2020 Notes”), and the $649.9 million aggregate principal amount of 0.125% Convertible Senior Notes due 2026 (the “2019 Notes” and, together with the 2025 Notes, 2021 Notes, and 2020 Notes, the “Notes”). See “Note 11—Debt” for additional information. The Company estimates the fair value of the Notes through inputs that are observable in the market, classified as Level 2 as described above. The following table presents the carrying value and estimated fair value of the Notes as of the dates indicated (in thousands):

The carrying value of other financial instruments, including accounts receivable, funds receivable and seller accounts, accounts payable, and funds payable and amounts due to sellers approximate fair value due to the immediate or short-term maturity associated with these instruments.

Note 10—Accrued Expenses

Accrued expenses consisted of the following as of the dates indicated (in thousands):

Note 11—Debt

The following table presents the outstanding principal amount and carrying value of short- and long-term debt as of the dates indicated (in thousands):

Terms of the Notes

The terms of the Notes are summarized below:

(1)The 2019 Notes became freely convertible at the option of holders on June 1, 2026 and will remain so through the close of business on the second scheduled trading day immediately preceding their October 1, 2026 maturity date. None of the conditions permitting early conversion of the 2025 Notes, 2021 Notes, or 2020 Notes were met during the quarter ended June 30, 2026.

(2)The initial conversion rate will be subject to adjustment upon the occurrence of certain specified events, including certain distributions and dividends to all or substantially all of the holders of the Company’s common stock.

Based on the terms of each series of Notes, they will mature on the respective maturity date, unless earlier converted, redeemed, or repurchased. Additionally, the holders of each series of Notes may convert all or a portion of such series of Notes prior to the close of business on the business day immediately preceding the respective contractual convertibility date only under the following circumstances: (1) during any calendar quarter preceding the respective contractual convertibility date of each series of Notes, in which the closing price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the applicable conversion price for such series of Notes on each applicable trading day; (2) during the 5 business day period after any 10 consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of such series of Notes for each trading day of the measurement period was less than 98% of the product of the closing price of the Company’s common stock and the conversion rate on each such trading day; (3) if the Company calls the 2025 Notes or 2021 Notes for redemption at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date, but only with respect to the Notes called (or deemed called) for redemption; or (4) upon the occurrence of specified corporate events. On and after the applicable contractual convertibility date until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their Notes at any time, regardless of the foregoing circumstances.

The Company may redeem all or any portion of the 2025 Notes and 2021 Notes, at the Company’s option, subject to partial redemption limitations, on or after June 20, 2028 and June 20, 2025, respectively, if the last reported sale price of the Company’s common stock has been at least 130% of the applicable conversion price for such series of Notes then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption for such series of Notes at a redemption price equal to 100% of the principal amount of the 2025 Notes or 2021 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

If a fundamental change occurs prior to the maturity date for any series of Notes, holders of the applicable series of Notes may require the Company to repurchase all or a portion of their Notes for cash at a price equal to 100% of the principal amount of the Note to be repurchased. Holders of the Notes who convert their Notes in connection with a notice of a redemption or a make-whole fundamental change may be entitled to a premium in the form of an increase in the conversion rate of the applicable series of Notes.

Based on the terms of each series of Notes, when a conversion notice is received, the Company has the option to pay by delivery of cash, shares of the Company’s common stock, or a combination thereof. Accordingly, the Company cannot be required to settle the 2025 Notes, 2021 Notes, and 2020 Notes in cash and, therefore, the aforementioned notes are classified as long-term debt in the Consolidated Balance Sheets. The 2019 Notes will mature on October 1, 2026 and therefore, are classified as short-term debt in the Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025.

Upon conversion of the 2019 Notes, the Company will settle the principal amount in cash and the conversion value in excess of the principal amount, if any, in shares of the Company's common stock.

Seniority of the Notes

The Notes are general unsecured obligations of the Company. The Notes rank senior in right of payment to all of the Company’s future indebtedness that is expressly subordinated in right of payment to the Notes; rank equal in right of payment with all of the Company’s liabilities that are not so subordinated; are effectively junior to any of the Company’s secured indebtedness; and are structurally junior to all indebtedness and liabilities (including trade payables) of the Company’s subsidiaries.

Interest Expense

Interest expense related to each of the Notes consisted of coupon interest and amortization of debt issuance costs, and was$4.4 million and $2.5 million in the three months ended June 30, 2026 and 2025, respectively, and$8.8 million and$4.6 million in the six months ended June 30, 2026 and 2025, respectively.

Fair Value of Notes

The estimated fair value of each of the Notes was determined through inputs that are observable in the market, and are classified as Level 2. See “Note 9—Fair Value Measurements” for more information regarding the fair value of the Notes.

Capped Call Transactions

The Company used a portion of the net proceeds from each of the 2021, 2020, and 2019 Note offerings to enter into separate privately negotiated capped call instruments (the 2021, 2020, and 2019 capped call instruments collectively referred to as the “Capped Call Transactions”) with certain financial institutions, initial purchasers, and/or their respective affiliates. The Capped Call Transactions are expected generally to reduce the potential dilution and/or offset the cash payments the Company is required to make in excess of the principal amount of the 2021, 2020, and 2019 Notes upon conversion of the respective Notes in the event that the market price per share of the Company’s common stock is greater than the strike price of the Capped Call Transactions with such reduction and/or offset subject to a cap. Collectively, the Capped Call Transactions cover, initially, the number of shares of the Company’s common stock underlying the respective Notes, subject to anti-dilution adjustments substantially similar to those applicable to the respective Notes.

The initial terms of the Company’s outstanding Capped Call Transactions are presented below:

2023 Credit Agreement

On March 24, 2023, the Company entered into a $400.0 million senior secured revolving credit facility pursuant to an Amended and Restated Credit Agreement (the “2023 Credit Agreement”) among the Company, as borrower, certain subsidiaries of the Company as guarantors, the lenders, and JPMorgan Chase Bank N.A., as administrative Agent. The 2023 Credit Agreement has been subsequently amended, including by a First Amendment to the 2023 Credit Agreement dated June 2, 2025 and a Second Amendment to the 2023 Credit Agreement dated July 30, 2026 which, among other things, permitted the dispositions of the shares of Reverb and Depop, respectively, in conjunction with the sales of those businesses. The 2023 Credit Agreement will mature in March 2028 and includes a letter of credit sublimit of$60.0 million and a swingline loan sublimit of$20.0 million.

Borrowings under the 2023 Credit Agreement (other than swingline loans) bear interest, at the Company’s option, at (i) a base rate equal to the highest of (a) the prime rate, (b) the federal funds rate plus 0.50%, and (c) an adjusted Term SOFR rate for a one-month interest period plus 1.00%, in each case plus a margin ranging from 0.50% to 1.25% or (ii) an adjusted Term SOFR rate plus a margin ranging from 1.50% to 2.25%. Swingline loans under the 2023 Credit Agreement bear interest at the same base rate (plus the margin applicable to borrowings bearing interest at the base rate). These margins are determined based on the senior secured net leverage ratio (defined as secured funded debt, net of unrestricted cash up to $100.0 million, to EBITDA (as defined in the 2023 Credit Agreement)) for the preceding four fiscal quarter periods. The Company is also obligated to pay other customary fees for a credit facility of this size and type, including an unused commitment fee, ranging from 0.20% to 0.35% depending on the Company’s senior secured net leverage ratio, and fees associated with letters of credit. The 2023 Credit Agreement also permits the Company, in certain circumstances, to request an increase in the facility by an amount of up to $200.0 million at the same maturity, pricing and other terms and to request an extension of the maturity date for the facility. In connection with the 2023 Credit Agreement, the Company also paid the lenders certain upfront fees.

The Company hadno outstanding borrowings under the 2023 Credit Agreement and was in compliance with all financial covenants as of June 30, 2026.

Note 12—Commitments and Contingencies

Purchase Obligations

The Company’s purchase obligations primarily consist of the minimum, non-cancelable commitments as well as cancellation fees related to technology spending. During the six months ended June 30, 2026, there were no material changes outside the ordinary course of business to the Company’s non-cancelable purchase obligations disclosed in the Company’s Annual Report.

Legal Proceedings

In the ordinary course of business, various claims and litigation are regularly asserted or commenced against the Company. Due to uncertainties inherent in litigation and other claims, the Company can give no assurance that it will prevail in any such matters and such claims or litigation could have a material adverse effect on the Company’s business, financial condition, results of operations, or cash flows. However, the Company currently believes that the final outcome of these matters will not have a material adverse effect.

Note 13—Stockholders’ Deficit

In June 2023, the Board of Directors approved a stock repurchase program that authorized the Company to repurchase up to $1 billion of its common stock. The program was completed in the first quarter of 2025.

In October 2024, the Board of Directors approved a stock repurchase program that authorizes the Company to repurchase up to$1 billion of its common stock (the “October 2024 Stock Repurchase Program”). The program was completed in the second quarter of 2026.

In December 2025, the Board of Directors approved a stock repurchase program that authorizes the Company to repurchase up to $750 million of its common stock (the “December 2025 Stock Repurchase Program”).

As of June 30, 2026, the remaining amount available to be repurchased under the December 2025 Stock Repurchase Program was$578.2 million.

On August 3, 2026, the Audit Committee of the Board of Directors, acting pursuant to a delegation of authority from the Board of Directors, approved a new stock repurchase program that authorizes the Company to repurchase up to an additional $2 billion of its common stock.

The stock repurchase programs have no expiration date and may be modified, suspended, or terminated at any time by the Board of Directors. The number of shares repurchased and the timing of repurchases will depend on a number of factors, including, but not limited to, stock price, trading volume, and general market conditions, along with the Company’s working capital requirements, general business conditions, and other factors.

Under the stock repurchase programs, the Company may purchase shares of its common stock through various means, including open market transactions, privately negotiated transactions, tender offers, or any combination thereof. In addition, open market repurchases of common stock have been and could be made pursuant to trading plans established pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, which would permit common stock to be repurchased at a time that the Company might otherwise be precluded from doing so under insider trading laws or self-imposed trading restrictions.

During the three and six months ended June 30, 2026, the Company repurchased approximately 3.9 million and 6.5 million shares, respectively, at an average price of $64.47 and $60.38 per share, respectively, excluding broker commissions and excise tax, under the October 2024 and December 2025 Stock Repurchase Programs noted above.

All repurchased shares of common stock have been retired.

Note 14—Stock-Based Compensation

2024 Equity Incentive Plan

During the three and six months ended June 30, 2026, the Company granted restricted stock units (“RSUs”), including financial performance-based restricted stock units (“Financial PBRSUs”) and total shareholder return performance-based restricted stock units (“TSR PBRSUs”), and long-term cash awards (“LTC awards”) under its 2024 Equity Incentive Plan (“2024 Plan”). LTC awards are not included in the stock-based compensation awards disclosures below. In June 2026, the Company’s stockholders approved an amendment to increase the number of shares available for issuance under the 2024 Plan by 3,824,088 shares. At June 30, 2026,23,104,150 shares were authorized under the 2024 Plan and 7,725,790 shares were available for future grant.

2024 Inducement Plan

The Etsy, Inc. 2024 Inducement Plan (the “2024 Inducement Plan”) was terminated on March 6, 2026, and no further awards will be granted thereunder.

Stock-Based Compensation Awards

The following table summarizes the activity for the Company’s unvested RSUs under the 2024 Plan and the 2024 Inducement Plan, which includes Financial PBRSUs and TSR PBRSUs, and includes awards related to continuing and discontinued operations, during the six months ended June 30, 2026 (in thousands, except per share amounts):

(1) Includes 1.2 million shares underlying unvested awards held by employees of Depop as of June 30, 2026. Subsequent to June 30, 2026, upon completion of the sale of Depop, unvested Depop awards were forfeited. See “Note 2—Discontinued Operations” for further discussion of the executed Purchase Agreement.

The total unrecognized compensation expense at June 30, 2026 related to the Company’s unvested RSUs, including the Financial PBRSUs and TSR PBRSUs, was $445.6 million, which will be recognized over an estimated weighted-average amortization period of 2.30 years.

Stock-based compensation expense included in continuing operations in the Consolidated Statements of Operations for the periods presented below is as follows (in thousands):

Note 15—Subsequent Events

On August 3, 2026, the Audit Committee of the Board of Directors, acting pursuant to a delegation of authority from the Board of Directors, approved a restructuring plan intended to better align the organization with Etsy's long-term strategic priorities, including by simplifying Etsy’s structure to improve coordination and speed of decision-making (the “Restructuring Plan”).

The Restructuring Plan includes a reduction of the Etsy marketplace workforce by approximately 220 employees, or approximately 12%. Following the Restructuring Plan, headcount is expected to be approximately 1,600 people.

In connection with the Restructuring Plan, Etsy estimates that it will incur approximately $35 million in charges, largely made up of cash expenditures, consisting of severance payments, employee benefits, and related costs. Etsy expects that the charges will be incurred and the execution of the Restructuring Plan will be substantially complete by the end of the third quarter of 2026.

Additionally, on August 3, 2026, the Audit Committee of the Board of Directors, acting pursuant to a delegation of authority from the Board of Directors, approved a new stock repurchase program (see "Note 13—Stockholders' Deficit"), and on July 30, 2026, the Company completed the sale of Depop to eBay (see "Note 2—Discontinued Operations").