EBAY INC

UNITED STATES**

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

eBay Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

Letter to Our Stockholders

2026 Proxy Statement

Notice of Annual Meeting of Stockholders

The 2026 Annual Meeting of Stockholders of eBay Inc. (“eBay,” “we,” “us” or the “Company”) will be conducted virtually on the Internet. There will be no in-person meeting.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on June 17, 2026: the Proxy Statement and the Annual Report are Available athttps://investors.ebayinc.com/financial-information/annual-reports/default.aspx.

**Forward-Looking Statements.**This Proxy Statement contains forward-looking statements. All statements in this Proxy Statement, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, targets, commitments and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements appear throughout this Proxy Statement. These forward-looking statements generally are identified by the words “aim,” “believe,” “commit,” “continue,” “could,” “drive,” “expect,” “estimate,” “future,” “goal,” “grow,” “intend,” “likely,” “maintain,” “may,” “objective,” “ongoing,” “opportunity,” “plan,” “possible,” “potential,” “project,” “seek,” “shall,” “should,” “strategy,” “target,” “will,” “would,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. These risks and uncertainties include, but are not limited to, the risks detailed in our filings with the SEC, including the Risk Factors section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.

**Incorporation by Reference.**Neither the Compensation and Human Capital Committee Report nor the Audit Committee Report shall be deemed filed with the SEC or incorporated by reference into any prior or future filings made by our Company under the Securities Act or the Exchange Act.

References in this Proxy Statement to our Company website and additional Company reports or information contained on our website are for information purposes only or to satisfy requirements of The Nasdaq Stock Market LLC (“Nasdaq”) and the SEC and are intended to provide inactive, textual references only. The information on our Company website, including the information contained in those reports, is not part of this Proxy Statement and is not incorporated by reference into this Proxy Statement.

Proxy Summary

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

Meeting Information

Proposals Requiring Your Vote

New In This Proxy Statement

Refreshed allocation of risk oversight and responsibilities among our Board and its Committees in line with their respective areas of expertise.

Expanded the scope of certain of our clawback policies to cover employees at the level of Senior Director or above.

Added an experienced director with technology expertise to the Board.

Corporate Governance Highlights

Good Governance Practices

eBay and our Board are committed to good governance practices as well as transparency and accountability. eBay’s governance practices include the following features:

Strong Board independence (11 of 12 current directors are independent)

All of our directors stand for election annually

Majority vote standard for uncontested director elections

Director resignation policy for director nominees who do not receive a majority vote

Stockholder right to request eBay to call a special meeting

Simple majority vote standard for extraordinary transactions and amendments to bylaws

Proxy access bylaws

Strong stockholder engagement practices

Separate Board Chair and CEO roles

Independent Board Chair with robust responsibilities

Clawback policies that meet and exceed SEC requirements

Stock ownership requirements for our executive officers and directors

Anti-hedging and anti-pledging policies

Director Nominees

*Logan Green is currently a member of our CHCC. Following his retirement at the Annual Meeting, we intend to appoint a third member of the CHCC.

Director Experience and Qualifications

The matrix below highlights some of the key areas of experience and skills that our Board seeks in our director nominees. Our Board believes that a strong mix of these areas of experience and skills best complements and supports our business and strategy. Our Board does consider other relevant areas of experience, qualifications, skills and attributes in our director nominees, and the matrix below is not exhaustive. For more information on the qualifications that each director nominee brings to our Board, see “Proposal 1: Election of Directors—Director Nominees” below. For more information on the experience, skills and attributes listed in the matrix, see “Corporate Governance—Board Composition and Independence—Director Selection Principles” below.

Executive Compensation Highlights

The objectives of our executive compensation program are to:

The following is a selection of notable highlights of our executive compensation program.

How We Pay Our CEO

The following chart illustrates the predominance of equity incentives and performance-based components in Mr. Iannone’s 2025 target pay mix in our core compensation program. Mr. Iannone’s compensation is heavily weighted to performance. Over 96% of his 2025 target compensation was based on performance goals or otherwise subject to Company stock price performance.

Compensation Practices

We align executive compensation with the interests of our stockholders by setting a majority of target direct compensation based on performance, weighting equity significantly more heavily than cash, and maintaining meaningful stock ownership guidelines for our executive officers and Board members.

We promote a balance of short-term and long-term motivations through the design and administration of our compensation programs, including by having multiple performance measures, caps on incentive payments, overlapping long-term performance periods for performance-based restricted stock unit (“PBRSU”) awards and clawback policies that exceed Nasdaq and SEC requirements. We adhere to compensation best practices, benchmark compensation at or around the 50th percentile of our peer group, maintaining an independent compensation committee with an independent consultant, and offering limited perquisites for executive officers that are not available to all employees.

What We Do Align executive compensation with the interests of our stockholders • Majority of target direct compensation is performance based (61% for CEO and an average of 58% for our other continuing NEOs) • Our compensation mix significantly favors equity (88% of CEO’s and 85% of our other continuing NEOs’ target direct compensation) • Meaningful stock ownership guidelines for our executive officers and Board members avoid excessive risk-taking • Multiple performance measures, caps on incentive payments, and overlapping long-term performance periods for PBRSU awards • Clawback policies that exceed Nasdaq and SEC requirements and include time-based equity awards and a broad group of leaders (senior directors and above) Adhere to compensation best practices • Compensation benchmarked at or around the 50th percentile of our peer group • Independent compensation committee and compensation consultant • Limited perquisites for executive officers that are not available to all employees What We Don’t Do No tax gross-ups for change in control benefits No automatic “single trigger” acceleration of equity awards upon a change in control No repricing or buyout of underwater stock options without stockholder approval No hedging and pledging transactions for the Board or executive officers