10-K – 2026-02-19 – ebay-20251231.htm

In addition, our future income taxes could be adversely affected by a shift in our jurisdictional earnings mix, by changes in the valuation of our deferred tax assets and liabilities, changes in the valuation of our investments, as a result of gains on our foreign exchange risk management program, or changes in tax laws, regulations, or accounting principles, as well as certain discrete items.

Fluctuations in interest rates, and changes in regulatory guidance related to such interest rates, could adversely impact our financial results.

Our borrowing costs have been significantly impacted by elevated interest rates in recent years. While the Federal Reserve reduced rates throughout 2025, our borrowing costs remained relatively flat. Furthermore, future fixed-rate indebtedness may still be more expensive than the existing fixed-rate debt that is coming due and being refinanced. While we had no outstanding borrowings under our revolving credit facility as of December 31, 2025, this credit facility is subject to floating interest rates and accordingly would subject us to interest rate risks in the event we borrow under it in the future. We have in the past entered, and may in the future enter, into interest rate hedging arrangements, but we can provide no assurances that these arrangements will fully mitigate the increased borrowing costs.

Investments in both fixed-rate and floating-rate interest-earning instruments are subject to varying levels of interest rate risk. As detailed in “Note 5 — Investments,” the fair market value of our fixed-rate investment securities increased in recent years due to lowering rates and natural maturities within our portfolio. In prior periods when interest rates have risen, we have seen a decrease in fair value, which may occur again in the future. Additionally, rates may decrease further, which we would expect would lead to a reduction in investment income and a corresponding increase in fair value.

We are exposed to fluctuations in foreign currency exchange rates, which could negatively impact our financial results.

Because we generate nearly half of our net revenues outside the United States but report our financial results in U.S. dollars, our financial results are impacted by fluctuations in foreign currency exchange rates, or foreign exchange rates. The results of operations of many of our internationally focused platforms are exposed to foreign
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exchange rate fluctuations as the financial results of the applicable subsidiaries are translated from the local currency into U.S. dollars for financial reporting purposes.

While from time to time we enter into transactions to hedge portions of our foreign currency translation exposure, it is impossible to predict or eliminate the effects of this exposure. Fluctuations in foreign exchange rates could significantly impact our financial results, which may have a significant impact on the trading price of our common stock and debt securities.

We have substantial indebtedness and we cannot guarantee that we will always generate sufficient cash flow to service our existing and future indebtedness. Failure to comply with the terms of our indebtedness could have a material adverse effect on our cash flow and liquidity.

We have a substantial amount of outstanding indebtedness and we may incur substantial additional indebtedness in the future, including under our commercial paper program, our revolving credit facility or through public or private offerings of debt securities. Our outstanding indebtedness, and any additional indebtedness that we may incur, could have a material adverse effect on our business including:

• requiring us to use a significant portion of our cash flow from operations and other available cash to service our indebtedness, thereby reducing the amount of cash available for other purposes, including capital expenditures, dividends, share repurchases, and acquisitions;
• increasing our vulnerability to downturns in our business, to competitive pressures, and to adverse changes in general economic and industry conditions;
• adverse changes in the ratings assigned to our debt securities by credit rating agencies would likely increase our borrowing costs;
• limiting our ability to obtain additional financing for working capital, capital expenditures, acquisitions, share repurchases, dividends or other general corporate and other purposes; and
• limiting our flexibility in planning for, or reacting to, changes in our business and our industry.

Our stock repurchases are discretionary and, even if effected, they may not achieve the desired objectives.

We have, from time to time, repurchased shares of our common stock under our stock repurchase program, as approved by our Board of Directors (or an authorized committee thereof). In February 2026, our Audit Committee of the Board of Directors authorized an incremental $2.0 billion under our stock repurchase program, in addition to the $5.0 billion previously authorized in 2024. As of December 31, 2025, approximately $0.8 billion remained available under for future repurchases of our common stock. The market price of our common stock has at times declined below the prices at which we repurchased shares, and there can be no assurance that any repurchases pursuant to our stock repurchase program will enhance stockholder value. In addition, there is no guarantee that our stock repurchases in the past or in the future will be able to successfully mitigate the dilutive effect of recent and future employee equity compensation award vesting. The timing and actual number of shares repurchased depends on a variety of factors, including corporate and regulatory requirements, price and other market conditions and management’s determination as to the appropriate use of our cash, and accordingly, our stock repurchase program may be limited or terminated at any time without prior notice.
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ITEM 1B: UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 1C: CYBERSECURITY

Risk Management and Strategy

Our approach to risk management is designed to identify, assess, prioritize and manage risk exposures that could affect our ability to execute our corporate strategy and fulfill our business objectives. As part of our comprehensive enterprise risk management (“ERM”) program, we perform risk assessments in which we map and prioritize cybersecurity risks identified through the processes described below, including risks associated with our use of third-party service providers, based on probability, immediacy and potential magnitude. We view cybersecurity risks as one of the key enterprise risks we face, and these assessments help inform our ERM strategies and oversight processes. For example, like other ecommerce companies, we face a material risk that our information technology and infrastructure may be vulnerable to cyberattacks (including ransomware attacks) or other security events, as a result of which unauthorized third parties may be able to access our personnel or users’ personal information or user payment card data that are stored on or accessible through our systems. We cannot guarantee that our information technology and infrastructure can ever be immune from these risks. For more information regarding the cybersecurity-related risks we face, see the information in “Item 1A: Risk Factors” under the caption “We face significant risk from cyberattacks and data security breaches.”

Our processes for assessing, identifying and managing cybersecurity risks and vulnerabilities are embedded across our business as part of our ERM program. Among other things, we (i) conduct audits and tests of our information systems (including reviews and assessments by independent third-party advisors) to help identify areas for continued focus and improvement; (ii) review cybersecurity threat information published by government entities and other organizations in which we participate; (iii) provide cybersecurity awareness training for all employees and enhanced training for information security and other specialized personnel; (iv) conduct phishing simulation testing of all personnel; (v) perform security risk assessments of third-party providers to evaluate controls, mitigations and contractual obligations, as well as reporting obligations in connection with cybersecurity events and other risks that could have an adverse impact on eBay data and information systems; (vi) perform security risk assessments of newly acquired companies as well as material changes to products and technologies and (vii) conduct tabletop exercises to simulate and test responses to cybersecurity events. We also maintain “responsible disclosure” and “bug bounty” programs to encourage professional security researchers to report potential security vulnerabilities to us. We use the findings from these and other processes, as well as benchmarking against industry practices, to improve our cybersecurity practices, procedures and technologies. We also have implemented and maintain cybersecurity incident response plans, which include processes to triage, assess, escalate, contain, investigate and remediate cybersecurity events, and to comply with potentially applicable legal obligations and mitigate brand and reputational damage. In addition, we maintain insurance to protect against potential losses arising from a cybersecurity event.

Governance and Oversight

Our ERM program enables our Board to establish a mutual understanding with management on the effectiveness of our cybersecurity risk management practices and capabilities, including the division of responsibilities for reviewing our risk exposure and risk tolerance, tracking emerging risks and ensuring proper escalation of certain key risks for periodic review by the Board and its committees. As part of its broader risk oversight activities, the Board oversees risks from cybersecurity threats, both directly and through its committees. As reflected in their respective charters, the Technology Committee of the Board (the “Technology Committee”) assists the Board in its management of cybersecurity and data management risks, and the Risk Committee of the Board (the “Risk Committee”) oversees our ERM function and structure, including governance structure and our guidelines and processes for risk assessment and risk management. The Audit Committee of the Board (the “Audit Committee”) also oversees our audits of our cybersecurity practices and controls, as well as our internal control over financial reporting, including with respect to financial reporting-related information systems.

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As an element of its ERM oversight activities, the Risk Committee regularly reviews the results of our enterprise risk assessments, and the Technology Committee regularly reviews risk assessments relating to cybersecurity, as well as management's strategies to detect, monitor and manage such risks. The Technology Committee discusses these risks with our Chief Technology Officer (“CTO”) and Chief Information Security Officer (“CISO”) and regularly reports to the Board on the substance of these reviews and discussions. Each year, the Technology Committee also receives “deep dive” reports from our CTO and CISO on cybersecurity and data management risks, and the full Board also discusses cybersecurity risks with our CTO and CISO from time to time. In addition, our CTO and CISO may also report to the Risk Committee, Technology Committee or the full Board, as appropriate, on the management of certain cybersecurity risks and progress towards agreed mitigation goals, as well as any potential material risks from cybersecurity threats or events that have been detected by the information security team, and the remediation thereof.

We maintain an information security policy which was approved by the Board and delegates to our CISO, as head of our information security function, the authority and responsibility for managing our information security program. Our CISO reports to our CTO and is responsible for day-to-day identification, assessment and management of the cybersecurity risks we face. Along with other senior managers, our CTO and CISO are also responsible for prioritizing cybersecurity risks and developing a culture of risk-aware practices. Existing and emerging cybersecurity risks are reported to and discussed with the CTO and CISO on a regular basis and as needed based on the threat level or severity of an incident.

Our CTO, Mazen Rawashdeh, has served in his role since July 2019 and previously served as our Chief Infrastructure and Architecture Officer since May 2016. Prior to that, he was VP of Infrastructure Engineering and Operations responsible for global infrastructure engineering at Twitter for over four years. He received his BSCS in computer science and mathematics. Our CISO, Sean Embry, has served in his role since August 2015 and previously served as the senior leader responsible for infrastructure and operations engineering at Salesforce for three years. He received his BSBA in management information systems and decision sciences, and his MBA in information technology management.

In accordance with our information security incident response plans, our information security team assesses the severity of any incidents it detects and follows escalation procedures embedded within the plans for upward reporting to the CISO and CTO, other members of management and the Board, each as needed. In addition to the ordinary-course Board and Technology Committee reporting and oversight described above, we also maintain disclosure controls and procedures, including within our cybersecurity incident response plans, designed for analysis of potentially material events covered by our risk management framework, including cybersecurity incidents or threats.

ITEM 2: PROPERTIES

We own and lease various properties in the United States and 23 other countries around the world. We use the properties for executive and administrative offices, data centers, product development offices and customer service offices. Our headquarters are located in San Jose, California and occupies approximately 0.5 million square feet. Our owned data centers are solely located in Utah. The following table presents the aggregate square footage of our owned and leased properties for our continuing operations as of December 31, 2025 (in millions):

United States Other Countries Total
Owned facilities 1.1  —  1.1 
Leased facilities 0.7  0.9  1.6 
Total facilities 1.8  0.9  2.7 

From time to time we consider various alternatives related to our long-term facilities needs. While we believe that our existing facilities are adequate to meet our immediate needs, it may become necessary to develop and improve land that we own or lease or acquire additional or alternative space to accommodate any future growth.

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ITEM 3: LEGAL PROCEEDINGS

The information set forth under “Note 11 — Commitments and Contingencies — Litigation and Other Legal Matters” to the consolidated financial statements included in Part IV, Item 15 of this Annual Report on Form 10-K is incorporated herein by reference.

ITEM 4: MINE SAFETY DISCLOSURES

Not applicable.
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PART II

ITEM 5: MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Common Stock

Our common stock has been traded on The Nasdaq Global Select Market under the symbol “EBAY” since September 24, 1998. As of February 13, 2026, there were 2,734 holders of record of our common stock, although we believe that there are a significantly larger number of beneficial owners of our common stock.

Dividend Policy

We paid a total of $531 million and $533 million in cash dividends during the years ended December 31, 2025 and December 31, 2024, respectively. In February 2026, our Audit Committee, pursuant to delegated authority from our Board, declared a cash dividend of $0.31 per share of common stock to be paid on March 20, 2026 to stockholders of record as of March 6, 2026. The timing, declaration, amount and payment of any future cash dividends are at the discretion of the Board (or an authorized committee thereof) and will depend on many factors, including our available cash, working capital, financial condition, results of operations, capital requirements, covenants in our credit agreement, applicable law and other business considerations that the Board considers relevant.

Performance Measurement Comparison

The graph below shows the cumulative total stockholder return of an investment of $100 (and the reinvestment of any dividends thereafter) on December 31, 2020 (the last trading day for the year ended December 31, 2020) in (i) our common stock, (ii) the Nasdaq Composite Index, (iii) the S&P 500 Index and (iv) the S&P 500 Information Technology Index.

Our stock price performance shown in the graph below is not indicative of future stock price performance. The graph and related information shall not be deemed “soliciting material” or be deemed to be “filed” with the SEC, nor shall such information be incorporated by reference into any past or future filing with the SEC, except to the extent that such filing specifically states that such graph and related information are incorporated by reference into such filing.

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Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Stock repurchase activity during the three months ended December 31, 2025 was as follows:

Period Ended Total Number of Shares Purchased Average Price Paid
per Share (2)
Total Number of Shares Purchased as Part of
Publicly Announced Programs
Approximate Dollar Value of Shares that May
Yet be Purchased Under the Programs (1)

October 31, 2025 2,269,806  $ 92.08  2,269,806  $ 1,214,473,504 
November 30, 2025 2,509,427  $ 82.89  2,509,427  $ 1,006,474,218 
December 31, 2025 2,495,815  $ 83.34  2,495,815  $ 798,474,297 
7,275,048  7,275,048 

(1) Our stock repurchase program is intended to programmatically offset the impact of dilution from our equity compensation programs and, subject to market conditions and other factors, to make opportunistic and programmatic repurchases of our common stock to reduce our outstanding share count and return value to stockholders. Any share repurchases under our stock repurchase program may be made through open market transactions, block trades, privately negotiated transactions (including accelerated share repurchase transactions) or other means at times and in such amounts as management deems appropriate and will be funded from our working capital or other financing alternatives.
In February 2026, our Audit Committee, pursuant to delegated authority from our Board, authorized an incremental $2.0 billion under our stock repurchase program in addition to the $5.0 billion previously authorized in 2024. Our stock repurchase program has no expiration from the date of authorization.
During the three months ended December 31, 2025, we repurchased $625 million of our common stock under our stock repurchase program. As of December 31, 2025, a total of $0.8 billion remained available for future repurchases of our common stock.
We expect, subject to market conditions and other uncertainties, to continue making opportunistic and programmatic repurchases of our common stock. However, our stock repurchase program may be limited or terminated at any time without prior notice. The timing and actual number of shares repurchased will depend on a variety of factors, including corporate and regulatory requirements, price and other market conditions and management’s determination as to the appropriate use of our cash.
(2) Excludes immaterial broker commissions and excise tax accruals.

ITEM 6: [RESERVED]
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ITEM 7: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following Management’s Discussion and Analysis of Financial Condition and Results of Operations in conjunction with Part I “Forward Looking Statements,” Part I, Item 1 “Business,” Part I, Item 1A “Risk Factors,” and the consolidated financial statements and the related notes included in this report. This section of this Annual Report on Form 10-K generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024. Discussions of 2023 items and year-to-year comparisons between 2024 and 2023 are not included in this Annual Report on Form 10-K, and can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

OVERVIEW
 
Business

eBay Inc. is a global commerce leader that connects people and builds communities to create economic opportunity for all. Our technology empowers millions of buyers and sellers in more than 190 markets around the world, providing everyone the opportunity to grow and thrive. Our Marketplace platforms, including our online marketplace located at www.ebay.com and its localized counterparts, our off-platform marketplaces and our suite of mobile apps, together, create one of the world's largest and most vibrant marketplaces for discovering great value and a unique selection.

As a global commerce leader and third-party marketplace, our technologies and services are designed to provide buyers choice and a breadth of relevant inventory from around the globe and to enable sellers’ access to eBay’s 135 million buyers worldwide. Our business model is designed such that we are successful when our sellers are successful. We earn revenue primarily through fees collected on paid transactions, first-party advertising and shipping.

Gross Merchandise Volume (“GMV”) grew during 2025 as we executed on our strategy, including across Focus Categories, country-specific investments, and horizontal initiatives. Improvement was driven by cross-category shopping, horizontal innovation, country-specific initiatives and growth in recommerce. The culmination of these effects, combined with consumers looking for value, offset pressure in discretionary spending across our three largest markets primarily resulting from geopolitical events, inflationary pressure, foreign exchange rate volatility, elevated interest rates and lower consumer confidence.

FX-Neutral Presentation

In addition to presenting net revenues in accordance with U.S. generally accepted accounting principles (“GAAP”), we also present foreign exchange neutral (“FX-Neutral”) net revenues to supplement our results of operations presented in accordance with GAAP and to enhance investors’ understanding of our global business performance by excluding the positive or negative year-over-year impact of foreign currency movements on reported net revenues. We define FX-Neutral net revenues as GAAP net revenues minus the exchange rate effect, which we calculate by applying prior period foreign currency exchange rates to current year transactional currency amounts, excluding hedging activity. We believe presenting FX-Neutral net revenues provides useful information to both management and investors by isolating the effects of foreign currency exchange rate fluctuations that may not be indicative of our core operating results. In addition, as we have historically reported certain FX-Neutral results to investors, we believe that continuing to include these FX-Neutral measures provides consistency in our financial reporting. FX-Neutral net revenues are non-GAAP financial measures that are not based on any comprehensive set of accounting rules or principles and may be calculated differently than other “FX-Neutral,” “constant currency,” or similarly titled measures used by other companies. FX-Neutral net revenues are not presented as an alternative to GAAP net revenues and should only be used to evaluate our results of operations in conjunction with GAAP net revenues.

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Fiscal Year Highlights

Net revenues increased 8% to $11.1 billion compared to $10.3 billion in 2024. The increase in net revenues was primarily due to higher GMV, increased penetration of first party advertising and the ramping of our U.K. shipping program. The increase in net revenues was partially offset by lower fees in connection with our U.K. consumer-to-consumer initiative.

Operating margin decreased to 20.5% compared to 22.5% in 2024 primarily due to higher non-recurring general and administrative expenses related to legal matters and restructuring and higher costs associated with our shipping programs.

We generated cash flow from continuing operating activities of $2.0 billion in 2025 compared to $2.4 billion in 2024.

We repurchased $2.5 billion of common stock and paid $531 million in cash dividends.

We received a $225 million cash distribution related to our equity investment in Aurelia.

We issued $1.0 billion aggregate principal amount of senior notes consisting of $600 million aggregate principal amount of 4.250% fixed rate notes due 2029 and $400 million aggregate principal amount of 5.125% fixed rate notes due 2035.

We redeemed the $425 million aggregate principal amount of our previously outstanding 5.900% senior notes due in November 2025. We also repaid the $800 million aggregate principal amount of our previously outstanding 1.900% senior notes due 2025 on the date of maturity.

We issued $2.0 billion aggregate principal amount of commercial paper notes and repaid the $2.5 billion aggregate principal amount of the previously outstanding commercial paper notes on the dates of maturity.

In February 2026, our Audit Committee, pursuant to delegated authority from our Board, declared a cash dividend of $0.31 per share of common stock to be paid on March 20, 2026 to stockholders of record as of March 6, 2026.

In February 2026, our Audit Committee, pursuant to delegated authority from our Board, authorized an incremental $2.0 billion under our stock repurchase program in addition to the $5.0 billion previously authorized in 2024.

In February 2026, we entered into a definitive agreement to acquire Depop, Inc., a leading C2C fashion marketplace focused on recommerce with a highly-engaged Gen Z and Millennial customer base, for approximately $1.2 billion in cash, subject to certain purchase price adjustments. The transaction is currently expected to close in the second quarter of 2026, subject to the satisfaction of certain closing conditions and receipt of required regulatory approvals.
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RESULTS OF OPERATIONS

We have one reportable segment, which reflects how the chief operating decision maker, our President and Chief Executive Officer, reviews and assesses performance of the business. This reportable segment includes our online marketplace located at www.ebay.com and its localized counterparts, our off-platform marketplaces and our suite of mobile apps. The accounting policies of this segment are the same as those described in “Note 1 — The Company and Summary of Significant Accounting Policies” to the consolidated financial statements included elsewhere in this report.

Net Revenues

We generate revenues from the following activities:

Marketplace revenues primarily consist of commissions related to the connection service including final value fees, listing fees, feature fees, and foreign exchange fees. Marketplace revenues also include store subscription fees, shipping fees, and certain other fees. Marketplace revenues are reduced by customer incentive programs, including discounts, coupons, and rewards.

Advertising revenues primarily consist of fees charged to sellers to promote their listings on our Marketplace platforms, as well as third-party advertising fees.

The following table presents net revenues for the periods indicated (in millions, except percentages):

  Year Ended December 31,
  2025 % Change 2024 % Change 2023
Marketplace revenues (1)
$ 9,107  5  % $ 8,648  —  % $ 8,669 
Advertising revenues (1)
1,993  22  % 1,635  13  % 1,443 
Net revenues
$ 11,100  8  % $ 10,283  2  % $ 10,112 

(1) Beginning January 1, 2025, we began classifying certain immaterial revenues previously reported as Marketplace revenues as Advertising revenues. Amounts reported for 2025 reflect this updated basis of presentation. Under this updated basis of presentation, Marketplace and Advertising revenues would have been $8,592 million and $1,691 million, respectively, for 2024 and $8,618 million and $1,494 million, respectively, for 2023.

Seasonality

We expect volume on our Marketplace platforms to trend with general consumer buying patterns. Seasonal trends in net revenues have been, and we expect in the future will be, influenced by macroeconomic conditions, including tariffs and global trade policies, foreign exchange rate fluctuations, as well as new and updated products and initiatives by us and our competitors. The following table presents our total net revenues and the sequential quarterly movements of these net revenues for the periods indicated (in millions, except percentages):

  Quarter Ended
  March 31 June 30 September 30 December 31
2023

Net revenues $ 2,510  $ 2,540  $ 2,500  $ 2,562 
% change from prior quarter —  % 1  % (2) % 2  %
2024

Net revenues $ 2,556  $ 2,572  $ 2,576  $ 2,579 
% change from prior quarter —  % 1  % —  % —  %
2025

Net revenues $ 2,585  $ 2,730  $ 2,820  $ 2,965 
% change from prior quarter —  % 6  % 3  % 5  %

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Net Revenues by Geography

Revenues are attributed to the United States and international geographies primarily based upon the country in which the customer is located. The following table presents net revenues by geography for the periods indicated (in millions, except percentages):

  Year Ended December 31,
  2025 % Change 2024 % Change 2023
United States
$ 5,789     11  % $ 5,238     3  % $ 5,073 
% of net revenues 52  % 51  % 50  %

International 5,311  5  % 5,045  —  % 5,039 
% of net revenues 48  % 49  % 50  %

Net revenues (1)(2)
$ 11,100  8  % $ 10,283  2  % $ 10,112 

(1) Net revenues included $41 million of hedging losses during 2025 compared to $54 million of hedging losses during 2024 and $56 million of hedging gains during 2023.
(2) Foreign currency movements relative to the U.S. dollar had a favorable impact of $47 million during 2025 compared to favorable impacts of $2 million and $52 million during 2024 and 2023, respectively. The effect of foreign currency exchange rate movements during 2025 compared to 2024 was primarily attributable to the weakening of the U.S. dollar against the euro and other major currencies.

Our Marketplace platforms operate globally, resulting in certain revenues that are denominated in foreign currencies, primarily the British pound and euro. Year-over-year appreciation or depreciation of the U.S. dollar may have a material impact to our financial results; we have experienced and may continue to experience elevated foreign currency volatility in the future, including as a result of tariffs and global trade announcements. Through our hedging programs, we actively monitor foreign currency volatility and attempt to mitigate significant movements. As shown in the table above, we generate approximately half of our net revenues internationally. Therefore, we are subject to the risks related to conducting business in foreign countries as discussed under “Item 1A: Risk Factors” in Part I of this report.

Key Operating Metrics

GMV and take rate are significant factors that we believe affect our net revenues.

GMV consists of the total value of all paid transactions between users on our Marketplace platforms during the applicable period inclusive of shipping fees and taxes, without adjustment for returns or cancellations. We believe that GMV provides a useful measure of the overall volume of paid transactions that flow through our Marketplace platforms in a given period.

FX-Neutral GMV is defined as GMV minus the exchange rate effect, which we calculate by applying prior period foreign currency exchange rates to current year transactional currency amounts.

Take rate is defined as net revenues divided by GMV and represents net revenue as a percentage of overall volume on our Marketplace platforms. We believe that take rate provides a useful measure of our ability to monetize volume through services on our Marketplace platforms in a given period. We use take rate to identify key revenue drivers.

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The following table presents net revenues and our key operating metrics of GMV and take rate for the periods indicated. The following table also presents a reconciliation of FX-Neutral net revenues and FX-Neutral GMV (each as defined above) to our reported net revenues and GMV for the periods indicated (in millions, except percentages):

Year Ended December 31,
  2025 2024 % Change
  As Reported (1)
Exchange Rate Effect
FX-Neutral
As Reported As Reported FX-Neutral
Net revenues
$ 11,100  $ 47  $ 11,053  $ 10,283  8  % 7  %

GMV $ 79,609  $ 713  $ 78,896  $ 74,667  7  % 6  %

Take rate 13.94  % 13.77  % 0.17  %

Year Ended December 31,
  2024 2023 % Change
  As Reported (1)
Exchange Rate Effect
FX-Neutral
As Reported As Reported FX-Neutral
Net revenues
$ 10,283  $ 2  $ 10,281  $ 10,112  2  % 2  %

GMV $ 74,667  $ 430  $ 74,237  $ 73,206  2  % 1  %

Take rate 13.77  % 13.81  % (0.04) %

(1) Net revenues included $41 million of hedging losses during 2025 compared to $54 million of hedging losses during 2024 and $56 million of hedging gains during 2023.

Net revenues increased during 2025 compared to 2024 primarily due to higher GMV, increased penetration of first party advertising and the ramping of our U.K. shipping program. The increase in net revenues was partially offset by lower fees in connection with our U.K. consumer-to-consumer initiative.

The increase in GMV during 2025 compared to 2024 was primarily driven by the continued execution of our strategic initiatives and improved U.S. consumer demand throughout 2025. GMV growth in Focus Categories, including Collectibles, Motors Parts & Accessories, Luxury, Refurbished, Apparel and Sneakers, outpaced the remainder of our Marketplace. The increase in GMV was partially offset by the impact of tariffs, including the elimination of the U.S. de minimis trade exemption.

During 2025, we experienced an increase in canceled orders as buyers and sellers adapted to new U.S. trade policies. This trend may continue depending on the state of future global trade policies and the speed with which our buyers and sellers adjust to these changes or respond to uncertainty around global trade policies. Changes in return and cancellation rates can impact our GMV growth rate and related take rate. As a result, we clarified above that our definition of GMV includes returns and cancellations. We have consistently included returns and cancellations in our previously reported GMV.

In the United States, GMV growth was driven by the continued execution of our strategic initiatives and favorable trends in consumer demand as reflected in the broad-based strength across categories, with particularly strong performance in Collectibles. The increase in GMV was also attributable to increases in both sold items and average selling price, the expansion of the Klarna buyer payment option and efficiency in lower-funnel marketing spend.

International GMV growth was primarily driven by cross-border trade, led by increased exports from Greater China and Japan into our major markets. In the U.K., volume increased following recent enhancements to our consumer-to-consumer initiative. These increases were partially offset by continued challenging macroeconomic conditions across international markets through 2025.

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Cost of Net Revenues

Cost of net revenues represents costs associated with customer support, site operations and payment processing. Significant components of these costs primarily consist of employee compensation (including stock-based compensation), contractor costs, facilities costs, depreciation of equipment and amortization expense, bank transaction fees, credit card interchange and assessment fees, authentication costs, shipping costs and indirect tax expenses. The following table presents cost of net revenues for the periods indicated (in millions, except percentages):

  Year Ended December 31,
  2025 % Change    2024 % Change    2023
Cost of net revenues (1)(2)
$ 3,169  10  %    $ 2,880  2  %    $ 2,833 
% of net revenues 29  % 28  % 28  %

(1) Cost of net revenues were net of immaterial hedging activity during 2025, 2024 and 2023, respectively.
(2) Foreign currency movements relative to the U.S. dollar had an unfavorable impact of $21 million on cost of net revenues during 2025 compared to unfavorable impacts of $7 million and $2 million during 2024 and 2023, respectively.

The increase in cost of net revenues during 2025 compared to 2024 was primarily due to increases of $108 million in shipping costs, $61 million in cost of promoted listings products, $55 million in depreciation expense due to the prior year benefit related to the change in useful lives of our servers and networking equipment, $37 million in customer support costs, $32 million in payment processing costs and $11 million in authentication costs, partially offset by a $37 million benefit from the settlement of a multi-year contract and a $35 million decrease in indirect tax expense.

Operating Expenses

The following table presents operating expenses for the periods indicated (in millions, except percentages): 

  Year Ended December 31,
  2025 % Change 2024 % Change 2023
Sales and marketing $ 2,394  3  % $ 2,319  5  % $ 2,217 
% of net revenues 22  % 23  % 22  %
Product development 1,642  11  % 1,479  (4) % 1,544 
% of net revenues 15  % 14  % 15  %
General and administrative 1,198  31  % 914  (24) % 1,196 
% of net revenues 11  % 9  % 12  %
Transaction losses
396  12  % 353  (2) % 360 
% of net revenues 4  % 3  % 4  %
Amortization of acquired intangible assets 24  ** 20  ** 21 
Total operating expenses (1)
$ 5,654  11  % $ 5,085  (5) % $ 5,338 

(1) Foreign currency movements relative to the U.S. dollar had an unfavorable impact of $34 million on operating expenses during 2025 compared to an unfavorable impact of $9 million during 2024 and a favorable impact of $16 million during 2023.
**    Percentage change not meaningful

Sales and Marketing
 
Sales and marketing expenses primarily consist of marketing program costs, employee compensation (including stock-based compensation), certain user coupons and rewards, contractor costs, facilities costs and depreciation on equipment. Marketing program costs represent promotional expenses incurred across various channels, such as paid search, affiliate marketing, display advertising, brand campaigns and buyer/seller communications.

The increase in sales and marketing expenses during 2025 compared to 2024 was primarily due to increases of $30 million in employee-related costs and $23 million due to the unfavorable impact of foreign currency movements.

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Product Development
 
Product development expenses primarily consist of employee compensation (including stock-based compensation), contractor costs, facilities costs and depreciation on equipment. Product development expenses are net of required capitalization of major platform and other product development efforts, including the development and maintenance of our technology platform. Our top technology priorities include improving seller tools and buyer experiences across our Marketplace platforms powered by intelligent computing at scale.

The increase in product development expenses during 2025 compared to 2024 was primarily due to an increase in employee-related costs.

Capitalized platform development costs were $134 million and $108 million in 2025 and 2024, respectively. These costs are primarily reflected as a cost of net revenues when amortized in future periods.

General and Administrative
 
General and administrative expenses primarily consist of employee compensation (including stock-based compensation), contractor costs, facilities costs, depreciation of equipment, legal expenses, restructuring, insurance premiums and professional fees. Our legal expenses, including those related to various ongoing legal proceedings, may fluctuate substantially from period to period.

The increase in general and administrative expenses during 2025 compared to 2024 was primarily due to $91 million of senior leader transitions and restructuring costs, $61 million of legal accruals recorded during 2025, $56 million in employee-related costs and legal accrual releases in 2024 of $56 million.

Transaction Losses

Transaction losses consists primarily of losses resulting from our buyer protection programs, chargebacks for unauthorized credit card use, and merchant related chargebacks due to non-delivery of goods or services. We expect our transaction losses to fluctuate depending on many factors, including changes to our protection programs, macroeconomic conditions and volume.

The increase in transaction losses during 2025 compared to 2024 was primarily driven by volume as well as the ramping of shipping programs and unfavorable fluctuations in buyer and seller fraud and recovery rates.

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Gain (loss) on equity investments and warrants, net

Gain (loss) on equity investments and warrants, net primarily consists of gains and losses related to our various types of equity investments, including our equity investments in Adevinta ASA (“Adevinta”), Adyen N.V. (“Adyen”), Aurelia, Gmarket Global LLC (“Gmarket”), and gains and losses due to changes in fair value of the warrant received from Adyen. The following table presents Gain (loss) on equity investments and warrants, net for the periods indicated (in millions, except percentages):

  Year Ended December 31,
  2025 % Change    2024 % Change    2023
Unrealized change in fair value of equity investment in Adevinta $ —  (100) % $ (234) (113) % $ 1,782 
Realized change in fair value of shares sold in Adevinta
—  (100) % 78  100  % — 
Realized change in fair value of shares sold in Adyen —  (100) % (57) (100) % — 
Realized change in fair value of shares sold in Aurelia
—  (100) % (11) (100) % — 
Unrealized change in fair value of equity investment in Gmarket
—  (100) % (12) 88  % (96)
Realized change in fair value of shares sold in Gmarket
—  ** (1) ** — 

Gain (loss) on other investments
10  233  % 3  175  % (4)
Change in fair value of warrants
(5) (103) % 158  5  % 150 
Total gain (loss) on equity investments and warrants, net
$ 5  (107) %    $ (76) (104) %    $ 1,832 

**    Percentage change not meaningful

The change in Gain (loss) on equity investments and warrants, net during 2025 compared to 2024 was primarily due to lower activity in 2025 following the sale of our investments in Adevinta, Adyen, and Gmarket in 2024, including the exercise of the Adyen warrant. Refer to “Note 5 — Investments” for further details about our equity investments.
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Interest Expense, Interest Income and Other, Net

Interest expense primarily consists of interest charges on amounts borrowed, commitment fees on unborrowed amounts under our credit agreement and interest expense on our outstanding debt securities and commercial paper, as applicable. Interest income and other, net primarily consists of interest earned on cash, cash equivalents, investments and customer accounts, gains and losses on foreign exchange transactions and transaction costs of acquisitions. The following table presents interest expense and interest income and other, net for the periods indicated (in millions, except percentages):

  Year Ended December 31,
  2025 % Change    2024 % Change    2023
Interest expense $ (246) (5) % $ (259) (2) % $ (263)
Percentage of net revenues (2) % (3) % (3) %

Interest income $ 265  (3) %    $ 272  33  %    $ 204 
Foreign exchange and other 6  **    23  **    (7)
Total interest income and other, net $ 271  (8) %    $ 295  50  %    $ 197 
Percentage of net revenues 2  % 3  % 2  %

**    Percentage change not meaningful

Interest expense decreased during 2025 compared to 2024 primarily due to a lower average notional amount of outstanding debt.

Interest income decreased during 2025 compared to 2024 primarily due to a lower average notional amount of fixed-income investments.

Income Tax Provision

The following table presents provision for income taxes and effective tax rate for the periods indicated (in millions, except percentages):

  Year Ended December 31,
  2025 2024 2023

Income tax provision
$ 311  $ 297  $ 932 
Effective tax rate 13.5  %    13.0  %    25.1  %

The increase in our effective tax rate for 2025 compared to 2024 was primarily driven by lower benefits in 2025 resulting from audit settlements and the net impact of the One Big Beautiful Bill Act, relative to the benefits from the sale of Gmarket recognized in 2024. These effects were partially offset by increased excess tax benefits on stock-based compensation.

We are regularly under examination by tax authorities both domestically and internationally. We believe that adequate amounts have been reserved for any adjustments that may ultimately result from these examinations, although there are inherent uncertainties in these examinations.

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Liquidity and Capital Resources

Cash Flows  

  Year Ended December 31,
  2025 2024 2023
  (In millions)
Net cash provided by (used in):    
Continuing operating activities $ 2,009  $ 2,414  $ 2,431 
Continuing investing activities 1,420  2,213  240 
Continuing financing activities (3,661) (3,806) (2,450)
Effect of exchange rates on cash, cash equivalents and restricted cash 51  (28) 5 
Net decrease in cash, cash equivalents and restricted cash - discontinued operations
(50) —  (5)
Net increase (decrease) in cash, cash equivalents and restricted cash
$ (231) $ 793  $ 221 

 
Continuing Operating Activities

Our operating cash flows arise primarily from cash received from our customers on our Marketplace platforms, offset by cash payments for sales and marketing, employee compensation and payment processing expenses.

Cash provided by continuing operating activities of $2.0 billion in 2025 compared to $2.4 billion in 2024 was primarily due to an increase in cash paid for income taxes of $685 million and other working capital movements, partially offset by an $817 million increase in net revenues.

Continuing Investing Activities

Cash provided by continuing investing activities of $1.4 billion in 2025 was primarily attributable to proceeds of $8.7 billion from the maturities and sales of investments, partially offset by cash paid for investments of $6.7 billion and property and equipment of $525 million.

Cash provided by continuing investing activities of $2.2 billion in 2024 was primarily attributable to proceeds of $12.3 billion from the maturities and sales of investments, and proceeds of $2.4 billion, $1.0 billion, $573 million and $322 million from the sale of our equity investments in Adevinta, Aurelia, Adyen and Gmarket, respectively, partially offset by cash paid for investments of $13.9 billion and property and equipment of $458 million.

The largely offsetting effects of purchases of investments and maturities and sale of investments results from the management of our investments. As our immediate cash needs change, purchase and sale activity will fluctuate.

Continuing Financing Activities

Cash used in continuing financing activities of $3.7 billion in 2025 was primarily driven by common stock repurchases of $2.5 billion, debt repayments of $2.4 billion related to commercial paper and $1.2 billion related to our 5.900% and 1.900% senior notes due 2025 and $531 million of cash dividends paid, partially offset by borrowing under our commercial paper program of $2.0 billion, proceeds from debt issuances of $1.0 billion and net funds receivable and payable activity of $200 million.

Cash used in continuing financing activities of $3.8 billion in 2024 was primarily driven by common stock repurchases of $3.1 billion, debt repayments of $750 million related to our 3.450% senior notes due 2024 and $533 million of cash dividends paid, partially offset by borrowing under our commercial paper program of $441 million and net funds receivable and payable activity of $305 million.

The positive and negative effects of exchange rate movements on cash, cash equivalents and restricted cash during 2025 and 2024, respectively, was due to the weakening and strengthening, respectively, of the U.S. dollar against other currencies.

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Liquidity and Capital Resource Requirements

As of December 31, 2025 and 2024, we had assets classified as cash and cash equivalents as well as short-term and long-term non-equity investments, in an aggregate amount of $4.8 billion and $7.2 billion, respectively. These amounts do not include cash held on behalf of customers related to marketplace activity of $1,017 million and $763 million, respectively, which are recognized separately within “Customer accounts and funds receivable” with a corresponding liability within “Customer accounts and funds payable” on our consolidated balance sheet. These amounts also do not include restricted cash related to safeguarding customer funds, our global sabbatical program, and other compensation arrangements held in escrow totaling $171 million and $90 million, respectively. We believe these assets, together with cash expected to be generated from operations, borrowings available under our credit agreement and commercial paper program, and our access to capital markets, will be sufficient to satisfy our material cash requirements over the next 12 months and for the foreseeable future.

Geopolitical events, inflationary pressure, foreign exchange rate volatility, elevated interest rates, and changes in and uncertainty regarding global tariffs and trade policies have caused material disruptions in both the United States and international financial markets and economies and are uncertain in duration. The impact of these events has increased, and may continue to increase, our borrowing costs and other costs of capital and otherwise adversely affect our business, results of operations, financial condition and liquidity. The future impact of these events cannot be predicted with certainty and we cannot assure that we will have access to external financing at times and on terms we consider acceptable, or at all, or that we will not experience other liquidity issues going forward.

We have certain fixed contractual obligations and commitments that include future estimated payments for general operating purposes. Changes in our business needs, contractual cancellation provisions, fluctuating interest rates, and other factors may result in actual payments differing from the estimates. We cannot provide certainty regarding the timing and amounts of these payments. The following sections summarize our fixed contractual obligations and commitments and other material cash requirements.

Senior Notes

In 2025, we issued $1.0 billion aggregate principal amount of senior notes, consisting of $600 million aggregate principal amount of 4.250% fixed rate notes due 2029 and $400 million aggregate principal amount of 5.125% fixed rate notes due 2035.

In 2025, we redeemed the $425 million aggregate principal amount of our previously outstanding 5.900% senior notes due in November 2025. Total cash consideration paid was $425 million, as the redemption price was equal to 100% of the principal amount. In addition, we paid accrued and unpaid interest on the principal amount.

In 2025, we repaid the $800 million aggregate principal amount of our previously outstanding 1.900% senior notes on the date of maturity.

In 2024, we repaid the $750 million aggregate principal amount of our previously outstanding 3.450% senior notes on the date of maturity.

In 2023, we repaid the $1.2 billion aggregate principal amount of our previously outstanding floating rate and 2.750% senior notes on the date of maturity .

As of December 31, 2025, we had fixed-rate senior notes outstanding with an aggregate principal amount of $6.8 billion, with $0.8 billion payable within 12 months. Future interest payments associated with the senior notes totaled an aggregate of $2.6 billion, with an aggregate of $237 million payable within 12 months. The net proceeds from the issuances of these senior notes were used for general corporate purposes, including, among other things, capital expenditures, share repurchases, repayment of indebtedness and acquisitions.

Commercial Paper

We have a commercial paper program pursuant to which we may issue commercial paper notes in an aggregate principal amount at maturity of up to $1.5 billion outstanding at any time with maturities of up to 397 days from the date of issue. In 2025, we issued $2.0 billion aggregate principal amount of commercial paper notes, of which $1.6 billion aggregate principal amount had original maturities 90 days or less and $0.4 billion aggregate
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principal amount had original maturities greater than 90 days and we repaid the $2.5 billion aggregate principal amount of the previously outstanding commercial paper notes on the dates of maturity. As of December 31, 2025, we had no commercial paper notes outstanding.

Credit Agreement

We have a credit agreement maturing in January 2029 that provides for an unsecured $2.0 billion five-year revolving credit facility. We may also, subject to the agreement of the applicable lenders, increase the commitments under the revolving credit facility by up to $1.0 billion. Funds borrowed under the credit agreement may be used for working capital, capital expenditures, acquisitions and other general corporate purposes and bear interest at either (i) a customary forward-looking term rate based on the secured overnight financing rate published by CME Group for the relevant interest period plus an adjustment of 0.1% or (ii) a customary base rate formula, plus a margin (based on our public debt ratings) ranging from 0% to 0.375%. The covenants of the credit agreement are discussed in “Note 9 — Debt” to the consolidated financial statements included in this report. As of December 31, 2025, we had no commercial paper notes outstanding; therefore, $2.0 billion of borrowing capacity was available for other purposes permitted by the credit agreement.

Leases

We have operating leases for office space, data centers, as well as other corporate assets that we utilize under lease arrangements. As of December 31, 2025, we had fixed lease payment obligations of $492 million, with $137 million payable within 12 months. For additional details related to our leases, please see “Note 10 — Leases” to the consolidated financial statements included in this report.

Purchase Obligations

Purchase obligation amounts include minimum purchase commitments for advertising, capital expenditures (including for computer equipment, software applications, engineering development services, construction contracts and transportation-related assets) and other goods and services entered into in the ordinary course of business. As of December 31, 2025, we had purchase obligations of $271 million, with $164 million payable within 12 months.

Income Taxes

The timing of the resolution and/or closure of audits is highly uncertain. Given the number of years remaining subject to examination and the number of matters being examined, we are unable to estimate the full range of possible adjustments to the balance of gross unrecognized tax benefits.

As of December 31, 2025, our assets classified as cash and cash equivalents as well as short-term and long-term non-equity investments included assets held in certain of our foreign operations totaling $650 million. As we repatriate these funds to the United States, we will be required to pay income taxes in certain U.S. states and applicable foreign withholding taxes on those amounts during the period when such repatriation occurs. We have accrued deferred taxes for the tax effect of repatriating the funds to the United States. For additional details related to our income taxes, please see “Income Tax Provision” in our Results of Operations above and “Note 14 — Income Taxes” to the consolidated financial statements included in this report.

Acquisition of Depop, Inc.

In February 2026, we entered into a definitive agreement to acquire Depop, Inc. for approximately $1.2 billion in cash, subject to certain purchase price adjustments. The transaction is currently expected to close in the second quarter of 2026, subject to the satisfaction of certain closing conditions and receipt of required regulatory approvals. We intend to fund the transaction with cash on hand.
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Stock Repurchases

Our stock repurchase programs are intended to programmatically offset the impact of dilution from our equity compensation programs and, subject to market conditions and other factors, to make opportunistic and programmatic repurchases of our common stock to reduce our outstanding share count and return value to stockholders. Any share repurchases under our stock repurchase programs will be funded from our working capital or other financing alternatives.

We expect to continue making opportunistic and programmatic repurchases of our common stock, subject to market conditions and other uncertainties. However, our stock repurchase programs may be limited or terminated at any time without prior notice. The timing and actual number of shares repurchased will depend on a variety of factors, including corporate and regulatory requirements, price and other market conditions and management’s determination as to the appropriate use of our cash.

During 2025, we repurchased $2.5 billion of our common stock under our stock repurchase program. As of December 31, 2025, a total of $0.8 billion remained available for future repurchases of our common stock. See “Note 12 — Stockholders’ Equity” to the consolidated financial statements included in this report for more information about our stock repurchase program.

In February 2026, our Audit Committee, pursuant to delegated authority from our Board, authorized an incremental $2.0 billion under our stock repurchase program in addition to the $5.0 billion previously authorized in 2024. Our stock repurchase program has no expiration from the date of authorization.

Dividends

We paid a total of $531 million and $533 million in cash dividends in 2025 and 2024, respectively. In February 2026, our Audit Committee, pursuant to delegated authority from our Board, declared a cash dividend of $0.31 per share of common stock to be paid on March 20, 2026 to stockholders of record as of March 6, 2026.

Other Capital Resource Requirements

We actively monitor significant counterparties that hold our cash and cash equivalents and non-equity investments, focusing primarily on the safety of principal and secondarily on improving yield on these assets. We diversify our cash and cash equivalents and investments among various counterparties in order to reduce our exposure should any one of these counterparties fail or encounter difficulties. To date, we have not experienced any material loss or lack of access to our invested cash, cash equivalents or short-term investments; however, we can provide no assurances that access to our invested cash, cash equivalents or short-term investments will not be impacted by adverse conditions in the financial markets, including, without limitation, as a result of the impact of geopolitical events, inflationary pressure, changes in and uncertainty regarding global tariffs and global trade policies, and foreign exchange rate volatility. At any point in time we have funds in our operating accounts and customer accounts that are deposited and invested with various third-party financial institutions.

We have entered into various indemnification agreements and, in the ordinary course of business, we have included limited indemnification provisions in certain of our agreements with parties with which we have commercial relations. It is not possible to determine the maximum potential loss under these various indemnification provisions due to our limited history of prior indemnification claims and the unique facts and circumstances involved in each particular provision. To date, losses recognized on our consolidated statement of income in connection with our indemnification provisions have not been significant, either individually or collectively. See “Note 11 — Commitments and Contingencies” to the consolidated financial statements included in this report for more information about our indemnification provisions.
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Critical Accounting Policies, Judgments and Estimates

General

The preparation of our consolidated financial statements and related notes requires us to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. We have based our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Our senior management has discussed the development, selection and disclosure of these estimates with the Audit Committee of our Board of Directors. Actual results may differ from these estimates under different assumptions or conditions.

An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the consolidated financial statements. We believe the following critical accounting policies reflect the more significant estimates and assumptions used in the preparation of our consolidated financial statements. The following descriptions of critical accounting policies, judgments and estimates should be read in conjunction with our consolidated financial statements and related notes and other disclosures included in this report.

Transaction Losses

Transaction losses primarily include claims related to our buyer protection programs, chargebacks for unauthorized credit card use and merchant related resulting from non-delivery of goods or services. Estimating future transaction losses requires significant judgment as actual losses are dependent on uncertain events and outcomes. In developing our estimate, we consider several key factors including: (1) historical loss experience and its relevance in estimating expected future losses; (2) whether recent changes in buyer protection claims and chargeback activity represent temporary fluctuations or sustained trends; (3) impact of changes in transaction volume and mix on expected loss rates; (4) effect of modifications to buyer protection programs; and (5) the expected outcome and timing of dispute resolution and chargeback activity. Changes in judgment with respect to these assumptions could impact the timing or amount of transaction losses.

Income Taxes

Our annual tax rate is based on our income, statutory tax rates and tax planning opportunities available to us in the various jurisdictions in which we operate. Tax laws are complex and subject to different interpretations by the taxpayer and respective government taxing authorities. Significant judgment is required in determining our tax expense and in evaluating our tax positions, including evaluating uncertainties and the complexity of taxes on foreign earnings. We review our tax positions quarterly and adjust the balances as new information becomes available. Tax positions are evaluated for potential reserves for uncertainty based on the estimated probability of sustaining the position under examination. Our income tax rate is affected by the tax rates that apply to our foreign earnings including U.S. minimum taxes on foreign earnings. The deferred tax benefit derived from the amortization of our intellectual property is based on the fair value, which has been agreed with foreign tax authorities. The deferred tax benefit may from time to time change based on changes in tax rates. Management has no specific plans to indefinitely reinvest the undistributed earnings of our foreign subsidiaries at the balance sheet date.

Deferred tax assets represent amounts available to reduce income taxes payable on taxable income in future years. Such assets arise because of temporary differences between the financial reporting and tax bases of assets and liabilities, as well as from net operating loss and tax credit carryforwards. We evaluate the recoverability of these future tax deductions and credits by assessing the adequacy of future expected taxable income from all sources, including reversal of taxable temporary differences, forecasted operating earnings and available tax planning strategies. These sources of income rely heavily on estimates that are based on a number of factors, including our historical experience and short-range and long-range business forecasts. As of December 31, 2025, we had a valuation allowance on certain net operating loss and tax credit carryforwards based on our assessment that it is more likely than not that the deferred tax asset will not be realized.

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We recognize and measure uncertain tax positions in accordance with generally accepted accounting principles in the United States, or GAAP, pursuant to which we only recognize the tax benefit from an uncertain tax position if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized on the consolidated financial statements from such positions are then measured based on the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement. We report a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. GAAP further requires that a change in judgment related to the expected ultimate resolution of uncertain tax positions be recognized in earnings in the quarter in which such change occurs. We recognize interest and penalties, if any, related to unrecognized tax benefits in income tax expense.

We file annual income tax returns in multiple taxing jurisdictions around the world. A number of years may elapse before an uncertain tax position is audited by the relevant tax authorities and finally resolved. While it is often difficult to predict the final outcome or the timing of resolution of any particular uncertain tax position, we believe that our reserves for income taxes reflect the most likely outcome. We adjust these reserves, as well as the related interest, where appropriate in light of changing facts and circumstances. Settlement of any particular position could require the use of cash.

Our future effective tax rates could be adversely affected by earnings being lower than anticipated in countries where we have lower statutory rates and higher than anticipated in countries where we have higher statutory rates, by changes in the valuation of our deferred tax assets or liabilities, or by changes or interpretations in tax laws, regulations or accounting principles. In addition, we are subject to the continuous examination of our income tax returns by the Internal Revenue Service, as well as various state and foreign tax authorities. We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes.

Based on our results for the year ended December 31, 2025, a one-percentage point change in our provision for income taxes as a percentage of income before taxes would have resulted in an increase or decrease in the provision of $23 million, resulting in an approximate $0.05 change in diluted earnings per share.

Goodwill

The purchase price of an acquired company is allocated between intangible assets and the net tangible assets of the acquired business with the residual of the purchase price recognized as goodwill.

As of December 31, 2025, our goodwill totaled $4.5 billion. We assess the impairment of goodwill of our reporting unit annually, or more often if events or changes in circumstances indicate that the carrying value may not be recoverable. Goodwill is tested for impairment at the reporting unit level by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. If the reporting unit does not pass the qualitative assessment, then the reporting unit’s carrying value is compared to its fair value. The fair value of the reporting unit is estimated using market and discounted cash flow approaches. Goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value. The discounted cash flow approach uses expected future operating results. The market approach uses comparable company information to determine revenue and earnings multiples to value our reporting unit. Failure to achieve these expected results or market multiples may cause a future impairment of goodwill at the reporting unit. We conducted our annual impairment test of goodwill as of August 31, 2025 and 2024. As of December 31, 2025, we determined that no impairment of the carrying value of goodwill was required. See “Note 3 — Goodwill” to the consolidated financial statements included in this report.

Legal Contingencies

In connection with certain pending litigation and other claims, we have estimated the range of probable loss, net of expected recoveries, and provided for such losses through charges to our consolidated statements of income. These estimates have been based on our assessment of the facts and circumstances at each balance sheet date and are subject to change based upon new information and future events.

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From time to time, we are involved in disputes and regulatory inquiries that arise in the ordinary course of business. We are currently involved in legal proceedings, some of which are discussed in “Note 11 — Commitments and Contingencies” to the consolidated financial statements included in this report. We believe that we have meritorious defenses to the claims against us, and we intend to defend ourselves vigorously. However, even if successful, our defense against certain actions will be costly and could require significant amounts of management’s time and result in the diversion of significant operational resources. If the plaintiffs were to prevail on certain claims, we might be forced to pay significant damages and licensing fees, modify our business practices or even be prohibited from conducting a significant part of our business. Any such results could materially harm our business and could result in a material adverse impact on the financial position, results of operations or cash flows.

Recent Accounting Pronouncements

See "Note 1 — The Company and Summary of Significant Accounting Policies" to the consolidated financial statements included in this report, regarding the impact of certain recent accounting pronouncements on our consolidated financial statements.
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ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

We are exposed to interest rate risk relating to our investments and outstanding debt. In addition, adverse economic conditions and events (including volatility or distress in the equity and/or debt or credit markets) may impact regional and global financial markets. These events and conditions could cause us to write down our assets or investments. We seek to reduce earnings volatility that may result from adverse economic conditions and events or changes in interest rates.

The primary objective of our investment activities is to preserve principal while at the same time improving yields without significantly increasing risk. To achieve this objective, we maintain our cash equivalents, customer accounts and short-term and long-term investments in a variety of asset types, including bank deposits, corporate bonds, commercial paper and government and agency securities. As of December 31, 2025, approximately 42% of our total cash and investments was held in “Cash and cash equivalents” and “Customer accounts.” As such, changes in interest rates will impact interest income. As discussed below, the fair market values of our fixed rate securities may be adversely affected due to a rise in interest rates, and we may suffer losses in principal if we are forced to sell securities that have declined in market value due to changes in interest rates.
 
As of December 31, 2025, the balance of our corporate bonds, commercial paper and government and agency securities was $2.9 billion, which represented approximately 42% of our total cash and investments. Investments in both fixed-rate and floating-rate interest-earning instruments carry varying degrees of interest rate risk. The fair market value of our fixed-rate investment securities may be adversely impacted due to a rise in interest rates. In general, fixed-rate securities with longer maturities are subject to greater interest rate risk than those with shorter maturities. While floating rate securities generally are subject to less interest rate risk than fixed-rate securities, floating-rate securities may produce less income than expected if interest rates decrease and may also suffer a decline in market value if interest rates increase. Due in part to these factors, our investment income may fall short of expectations or we may suffer losses in principal if we sell securities that have declined in market value due to changes in interest rates. A hypothetical 1% (100 basis point) increase in interest rates would have resulted in a decrease in the fair value of our investments of $30 million and $49 million as of December 31, 2025 and 2024, respectively.

Further changes in interest rates will impact “Interest expense” on any borrowings under our revolving credit facility, which bear interest at floating rates, and the interest rate on any commercial paper borrowings we make and any debt securities we may issue in the future and, accordingly, will impact “Interest expense.” For additional details related to our debt, see “Note 9 — Debt” to our consolidated financial statements included in this report.
 
Equity Price Risk

Equity Investments

Our equity investments are primarily investments in privately-held companies. Our consolidated results of operations include, as a component of “Gain (loss) on equity investments and warrants, net,” our share of the net income or loss of the equity investments accounted for under the equity method of accounting and the change in fair value of the equity investments accounted for under the fair value option. Equity investments without readily determinable fair values are accounted for at cost, less impairment and adjusted for subsequent observable price changes obtained from orderly transactions for identical or similar investments issued by the same investee. Such changes in the basis of the equity investment are recognized in “Gain (loss) on equity investments and warrants, net.”

As of December 31, 2025, our equity investments totaled $929 million, which represented approximately 14% of our total cash and investments, and primarily related to our equity investment in Adevinta.

For additional details related to our investments, please see “Note 5 — Investments” to our consolidated financial statements included in this report.

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Foreign Currency Risk

Our Marketplace platforms operate globally, resulting in certain revenues and costs that are denominated in foreign currencies, primarily the British pound and the euro, subjecting us to foreign currency risk, which may adversely impact our financial results. We transact business in various foreign currencies and have significant international revenues as well as costs. In addition, we charge our international subsidiaries for their use of intellectual property and technology and for certain corporate services we provide. Our cash flow and results of operations that are exposed to foreign exchange rate fluctuations may differ materially from expectations and we may record significant gains or losses due to foreign currency fluctuations and related hedging activities.

We have a foreign exchange exposure management program designed to identify material foreign currency exposures, manage these exposures and reduce the potential effects of currency fluctuations on our reported consolidated statement of cash flows and results of operations through the purchase of foreign currency exchange contracts. The effectiveness of the program and resulting usage of foreign exchange derivative contracts is at times limited by our ability to achieve cash flow hedge accounting. For additional details related to our derivative instruments, please see “Note 6 — Derivative Instruments” to our consolidated financial statements included in this report.

We use foreign exchange derivative contracts to help protect our forecasted U.S. dollar-equivalent earnings from adverse changes in foreign currency exchange rates. These hedging contracts reduce, but cannot eliminate, the impact of adverse currency exchange rate movements. Most of these contracts are designated as cash flow hedges for accounting purposes. For qualifying cash flow hedges, the derivative’s gain or loss is initially reported as a component of “Accumulated other comprehensive income” (“AOCI”) and subsequently reclassified into earnings in the same period the forecasted transaction affects earnings. For contracts not designated as cash flow hedges for accounting purposes, the derivative’s gain or loss is recognized immediately in earnings on our consolidated statement of income. However, only certain revenue and costs are eligible for cash flow hedge accounting.

The following table illustrates the fair values of outstanding foreign exchange contracts designated as cash flow hedges and foreign exchange contracts not designated for hedge accounting and the before-tax effect on fair values of a hypothetical adverse change in the foreign exchange rates that existed as of December 31, 2025. The sensitivity for foreign currency contracts is based on a 20% adverse change in foreign exchange rates, against relevant functional currencies.

  Fair Value Asset/(Liability) Fair Value Sensitivity
(In millions)
Foreign exchange contracts - Cash flow hedges $ 15  $ (89)
Foreign exchange contracts - Not designated for hedge accounting $ 4  $ (34)

Since our risk management programs are highly effective, the potential loss in value described above would be largely offset by changes in the value of the underlying exposure.

We also use foreign exchange contracts to offset the foreign exchange risk on our assets and liabilities denominated in currencies other than the functional currency of our subsidiaries. These contracts reduce, but do not entirely eliminate, the impact of currency exchange rate movements on our assets and liabilities. The foreign currency gains and losses on our assets and liabilities are recognized in “Interest income and other, net,” which are offset by the gains and losses on the foreign exchange contracts.

We considered the historical trends in currency exchange rates and determined that it was reasonably possible that adverse changes in exchange rates of 20% for all currencies could be experienced in the near term. Taking into consideration the offsetting effect of foreign exchange forwards in place, these changes would have resulted in an immaterial adverse impact on income before income taxes as of December 31, 2025.
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ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The consolidated financial statements and accompanying notes listed in Part IV, Item 15(a)(1) of this Annual Report on Form 10-K are included elsewhere in this Annual Report on Form 10-K.

ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A: CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures:  Based on the evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act) required by Exchange Act Rules 13a-15(b) or 15d-15(b), our principal executive officer and our principal financial officer have concluded that our disclosure controls and procedures were effective as of December 31, 2025.

Changes in internal controls:  There were no changes in our internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) identified in connection with the evaluation required by Exchange Act Rules 13a-15(d) or 15d-15(d) that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s annual report on internal control over financial reporting:  Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our management, including our principal executive officer and principal financial officer, conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its evaluation under the framework in Internal Control - Integrated Framework , our management concluded that our internal control over financial reporting was effective as of December 31, 2025.

The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears in Item 15(a)1 of this Annual Report on Form 10-K.

ITEM 9B: OTHER INFORMATION

On November 20, 2025 , Jamie Iannone , our President and Chief Executive Officer , adopted a written trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (a “10b5-1 Plan”), which is designed to be in effect until November 6, 2026 , subject to customary exceptions. His 10b5-1 Plan provides for sales from time to time of a portion of his shares of eBay common stock, up to a maximum of 240,000 shares in the aggregate.

ITEM 9C: DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.
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PART III

ITEM 10: DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Incorporated by reference from our Proxy Statement for our 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the year ended December 31, 2025.

Insider Trading Policy, Code of Ethics, Governance Guidelines and Committee Charters

We have adopted an Insider Trading Policy governing the purchase, sale, and other dispositions of our securities that applies to our directors, officers, employees, consultants, and contractors. We also follow certain procedures for the repurchase of our securities. We believe that our Insider Trading Policy and repurchase procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to us. A copy of our Insider Trading Policy is filed as Exhibit 19.01 to this Annual Report on Form 10-K.

We have also adopted a Code of Business Conduct and Ethics that applies to all of our employees and directors. The Code of Business Conduct and Ethics is posted on our website at https://investors.ebayinc.com/corporate-governance/governance-documents/. We will post any amendments to or waivers from the Code of Business Conduct and Ethics at that location.

We have also adopted Governance Guidelines for the Board of Directors and a written committee charter for each of our Audit Committee, Compensation and Human Capital Committee and Corporate Governance and Nominating Committee. Each of these documents is available on our website at https://investors.ebayinc.com/corporate-governance/governance-documents/.

ITEM 11: EXECUTIVE COMPENSATION

Incorporated by reference from our Proxy Statement for our 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the year ended December 31, 2025.

ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Incorporated by reference from our Proxy Statement for our 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the year ended December 31, 2025.

ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Incorporated by reference from our Proxy Statement for our 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the year ended December 31, 2025.

ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES

Incorporated by reference from our Proxy Statement for our 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the year ended December 31, 2025.

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PART IV

ITEM 15: EXHIBITS AND FINANCIAL STATEMENT SCHEDULE

a. The following documents are filed as part of this report:
Page Number
1. Consolidated Financial Statements:
Report of Independent Registered Public Accounting Firm (PCAOB ID 238 )
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Consolidated Balance Sheet 61

Consolidated Statement of Income 62

Consolidated Statement of Comprehensive Income 63

Consolidated Statement of Stockholders’ Equity 64

Consolidated Statement of Cash Flows 65

Notes to Consolidated Financial Statements 67

2. Financial Statement Schedule

All schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes thereto.

3. Exhibits Required by Item 601 of Regulation S-K
The information required by this Item is set forth in the Index to Exhibits that precedes the signature page of this Annual Report. 112

b. The information required by this Item is set forth in the Index to Exhibits that precedes the signature page of this Annual Report.

c. Financial Statement Schedule and Separate Financial Statements of Subsidiaries Not Consolidated and
Fifty Percent or Less Owned Persons

Adevinta was deemed a significant equity investee under Rule 3-09 of Regulation S-X for the fiscal year ended December 31, 2023 (though not for the fiscal year ended December 31, 2024). As such, pursuant to Rule 3-09 of Regulation S-X, separate financial statements of Adevinta for the fiscal year ended December 31, 2023 and for the interim period ended March 31, 2024 (during and as of which periods eBay’s investment in Adevinta was accounted for by eBay pursuant to the equity method) are required to be filed with eBay’s Annual Report on Form 10-K, or by amendment to the Form 10-K, within six months of Adevinta’s fiscal year end. Accordingly, financial statements of Adevinta as of and for the interim period ended March 31, 2024 (unaudited) and as of and for the year ended December 31, 2023 (audited) are provided as Exhibits 99.01 and 99.02 to this Annual Report on Form 10-K, respectively.

ITEM 16: FORM 10-K SUMMARY

None.

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of eBay Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheet of eBay Inc. and its subsidiaries (the "Company") as of December 31, 2025 and 2024, and the related consolidated statements of income, of comprehensive income, of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s annual report on internal control over financial reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Accounting for Income Taxes

As described in Notes 1 and 14 to the consolidated financial statements, the Company recorded an income tax provision of $311 million for the year ended December 31, 2025, and has deferred tax assets of $3,929 million, deferred tax liabilities of $2,246 million and unrecognized tax benefits of $521 million as of December 31, 2025. As disclosed by management, the Company’s annual tax rate is based on income, statutory tax rates and tax planning opportunities available in the various jurisdictions in which the Company operates. Significant judgment is required by management in determining the Company’s tax expense and in evaluating tax positions, including evaluating uncertainties and the complexity of taxes on foreign earnings. Management accounts for income taxes using an asset and liability approach, which requires the recognition of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in the financial statements or tax returns. Management reports a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. Tax laws are complex and subject to different interpretations by the taxpayer and respective government taxing authorities.

The principal considerations for our determination that performing procedures relating to accounting for income taxes is a critical audit matter are (i) the significant judgment by management when determining the income tax provision, deferred tax assets, deferred tax liabilities and unrecognized tax benefits; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence relating to these account balances and tax positions; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to income taxes, including management’s controls over the income tax provision, measurement and recognition of deferred tax assets and liabilities, and the identification of unrecognized tax benefits. These procedures also included, among others (i) testing the income tax provision, including the effective tax rate reconciliation and certain permanent and temporary differences; (ii) testing the completeness and accuracy of underlying data used in measuring and recognizing deferred tax assets and liabilities; (iii) evaluating the completeness of management’s assessment of the identification of and changes in uncertain tax positions and the status and results of income tax audits with the relevant tax authorities; and (iv) evaluating the impact of taxes on foreign earnings in certain jurisdictions, including the calculation of U.S. minimum taxes on foreign earnings, and the deferred tax benefit derived from the amortization of the Company’s intellectual property. Professionals with specialized skill and knowledge were used to assist in testing the calculation of taxes on foreign earnings.

/s/ PricewaterhouseCoopers LLP
San Jose, California
February 19, 2026

We have served as the Company’s auditor since 1997.
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eBay Inc.
CONSOLIDATED BALANCE SHEET

December 31,
  2025   2024
  (In millions, except par value)
ASSETS
Current assets:    
Cash and cash equivalents $ 1,867   $ 2,433  
Short-term investments 1,052   3,457  
Customer accounts and funds receivable 1,280   962  
Other current assets 887   715  

Total current assets 5,086   7,567  
Long-term investments 2,767   2,439  
Property and equipment, net 1,338   1,263  
Goodwill 4,467   4,269  
Operating lease right-of-use assets 428   427  
Deferred tax assets 2,959   2,936  
Other assets 565   464  

Total assets $ 17,610   $ 19,365  
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:    
Short-term debt $ 750   $ 1,673  
Accounts payable 242   257  
Customer accounts and funds payable 1,280   1,018  
Accrued expenses and other current liabilities 2,257   2,184  
Income taxes payable 108   966  

Total current liabilities 4,637   6,098  
Operating lease liabilities 315   320  
Deferred tax liabilities 1,472   1,405  
Long-term debt 5,996   5,752  
Other liabilities 575   632  

Total liabilities 12,995   14,207  
Commitments and contingencies (Note 11)

Stockholders’ equity:
Common stock, $ 0.001 par value; 3,580 shares authorized; 449 and 471 shares outstanding
2   2  
Additional paid-in capital 18,785   18,289  
Treasury stock at cost, 1,307 and 1,274 shares
( 53,807 ) ( 51,290 )
Retained earnings 39,428   37,951  
Accumulated other comprehensive income 207   206  
Total stockholders’ equity 4,615   5,158  
Total liabilities and stockholders’ equity $ 17,610   $ 19,365  

The accompanying notes are an integral part of these consolidated financial statements.
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eBay Inc.
CONSOLIDATED STATEMENT OF INCOME

  Year Ended December 31,
  2025 2024 2023
  (In millions, except per share amounts)
Net revenues $ 11,100   $ 10,283   $ 10,112  
Cost of net revenues 3,169   2,880   2,833  
Gross profit 7,931   7,403   7,279  
Operating expenses:  
Sales and marketing 2,394   2,319   2,217  
Product development 1,642   1,479   1,544  
General and administrative 1,198   914   1,196  
Transaction losses
396   353   360  
Amortization of acquired intangible assets 24   20   21  
Total operating expenses 5,654   5,085   5,338  
Income from operations 2,277   2,318   1,941  
Interest and other:

Gain (loss) on equity investments and warrants, net 5   ( 76 ) 1,832  
Interest expense
( 246 ) ( 259 ) ( 263 )
Interest income and other, net
271   295   197  
Income from continuing operations before income taxes
2,307   2,278   3,707  
Income tax provision
( 311 ) ( 297 ) ( 932 )
Income from continuing operations
1,996   1,981   2,775  
Income (loss) from discontinued operations, net of income taxes
35   ( 6 ) ( 8 )
Net income
$ 2,031   $ 1,975   $ 2,767  

Income (loss) per share - basic:    
Continuing operations $ 4.35   $ 4.00   $ 5.24  
Discontinued operations 0.08   ( 0.01 ) ( 0.02 )
Net income per share - basic
$ 4.43   $ 3.99   $ 5.22  

Income (loss) per share - diluted:
Continuing operations $ 4.26   $ 3.95   $ 5.21  
Discontinued operations 0.08   ( 0.01 ) ( 0.02 )
Net income per share - diluted
$ 4.34   $ 3.94   $ 5.19  

Weighted average shares:    
Basic 459   496   530  
Diluted 468   501   533  

The accompanying notes are an integral part of these consolidated financial statements.

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eBay Inc.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Year Ended December 31,
  2025 2024 2023
  (In millions)
Net income
$ 2,031   $ 1,975   $ 2,767  
Other comprehensive income (loss), net of reclassification adjustments:      
Foreign currency translation adjustment 48   ( 76 ) ( 16 )
Unrealized gains on investments, net
24   38   53  
Tax expense on unrealized gains on investments, net
( 6 ) ( 9 ) ( 11 )
Unrealized gains (losses) on hedging activities, net ( 82 ) 88   ( 127 )
Tax benefit (expense) on unrealized gains (losses) on hedging activities, net 17   ( 20 ) 27  
Other comprehensive income (loss), net of tax
1   21   ( 74 )
Comprehensive income
$ 2,032   $ 1,996   $ 2,693  

The accompanying notes are an integral part of these consolidated financial statements.

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eBay Inc.
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

  Year Ended December 31,
  2025   2024   2023
  (In millions, except per share amounts)

Common stock:    
Balance, beginning of year $ 2     $ 2     $ 2  
Common stock issued —    —    — 
Common stock repurchased —  —  — 
Balance, end of year 2     2     2  
Additional paid-in-capital:    
Balance, beginning of year 18,289     17,792     17,279  
Common stock and stock-based awards issued 141     87     83  
Tax withholdings related to net share settlements of restricted stock awards and units ( 274 ) ( 199 ) ( 161 )
Stock-based compensation 610     590     575  

Other 19   19   16  
Balance, end of year 18,785     18,289     17,792  
Treasury stock at cost:    
Balance, beginning of year ( 51,290 )   ( 48,114 )   ( 46,702 )
Common stock repurchased ( 2,517 )   ( 3,176 )   ( 1,412 )
Balance, end of year ( 53,807 )   ( 51,290 )   ( 48,114 )
Retained earnings:    
Balance, beginning of year 37,951     36,531     34,315  
Net income
2,031     1,975     2,767  
Dividends and dividend equivalents declared ( 554 ) ( 555 ) ( 551 )

Balance, end of year 39,428     37,951     36,531  
Accumulated other comprehensive income:    
Balance, beginning of year 206     185     259  
Change in unrealized gains on investments
24     38     53  
Change in unrealized gains (losses) on derivative instruments ( 82 )   88     ( 127 )
Foreign currency translation adjustment 48     ( 76 )   ( 16 )
Tax benefit (provision) on above items 11   ( 29 ) 16  
Balance, end of year 207     206     185  
Total stockholders’ equity $ 4,615   $ 5,158     $ 6,396  
Number of shares:    
Common stock - shares outstanding:    
Balance, beginning of year 471     517     539  
Common stock issued 11     10     10  
Common stock repurchased ( 33 )   ( 56 )   ( 32 )
Balance, end of year 449     471     517  

Dividends and dividend equivalents declared per share or restricted stock unit $ 1.16   $ 1.08   $ 1.00  

The accompanying notes are an integral part of these consolidated financial statements.
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eBay Inc.
CONSOLIDATED STATEMENT OF CASH FLOWS

  Year Ended December 31,
  2025 2024 2023
  (In millions)
Cash flows from operating activities:    
Net income
$ 2,031   $ 1,975   $ 2,767  
(Income) loss from discontinued operations, net of income taxes
( 35 ) 6   8  
Adjustments:    
Transaction losses
396   353   360  
Depreciation and amortization 407   324   403  
Stock-based compensation 607   588   575  
Loss (gain) on investments and other, net
( 17 ) 8   ( 7 )
Deferred income taxes 44   ( 874 ) 255  
Change in fair value of warrants
5   ( 158 ) ( 150 )
Change in fair value of equity investment in Adevinta —   156   ( 1,782 )
Change in fair value of equity investment in Adyen —   57   —  
Change in fair value of equity investment in Gmarket —   13   96  

Changes in assets and liabilities, net of acquisition effects

Other current assets ( 153 ) 67   ( 319 )
Other non-current assets 48   37   474  
Accounts payable ( 4 ) ( 8 ) 15  
Accrued expenses and other liabilities ( 335 ) ( 644 ) ( 212 )

Income taxes payable and other tax liabilities ( 985 ) 514   ( 52 )
Net cash provided by continuing operating activities 2,009   2,414   2,431  
Net cash used in discontinued operating activities ( 50 ) —   ( 5 )
Net cash provided by operating activities 1,959   2,414   2,426  
Cash flows from investing activities:      
Purchases of property and equipment ( 525 ) ( 458 ) ( 456 )
Purchases of investments ( 6,735 ) ( 13,855 ) ( 13,874 )
Maturities and sales of investments
8,661   12,306   14,502  
Exercise of options under warrant —   ( 108 ) —  
Proceeds from sale of shares in Adevinta, net
—   2,410   —  
Proceeds from sale of shares in Adyen, net
—   573   —  
Proceeds from sale of shares in Aurelia, net
—   1,036   —  
Proceeds from sale of shares in Gmarket, net
—   322   —  
Proceeds from sale of shares in KakaoBank, net
—   —   106  

Shareholder distributions from equity investments
227   —   —  
Acquisitions and other
( 208 ) ( 13 ) ( 38 )

Net cash provided by investing activities 1,420   2,213   240  
Cash flows from financing activities:      
Proceeds from issuance of common stock 141   92   83  
Repurchases of common stock ( 2,500 ) ( 3,149 ) ( 1,401 )
Payments for taxes related to net share settlements of restricted stock units and awards ( 273 ) ( 188 ) ( 171 )
Payments for dividends ( 531 ) ( 533 ) ( 528 )
Proceeds from issuance of senior notes, net
994   —   —  
Repayment of senior notes
( 1,225 ) ( 750 ) ( 1,150 )
Proceeds from issuance of commercial paper
1,994   441   —  
Repayment of commercial paper
( 2,435 ) —   —  
Net funds receivable and payable activity 200   305   717  
Other ( 26 ) ( 24 ) —  

Net cash used in financing activities ( 3,661 ) ( 3,806 ) ( 2,450 )
Effect of exchange rate changes on cash, cash equivalents and restricted cash 51   ( 28 ) 5  

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  Year Ended December 31,
  2025 2024 2023
  (In millions)
Net increase (decrease) in cash, cash equivalents and restricted cash
( 231 ) 793   221  
Cash, cash equivalents and restricted cash at beginning of period 3,286   2,493   2,272  
Cash, cash equivalents and restricted cash at end of period $ 3,055   $ 3,286   $ 2,493  

Supplemental cash flow disclosures of continuing operations:      
Cash paid for:
Interest $ 256   $ 264   $ 275  

The following table reconciles cash, cash equivalents and restricted cash as reported on the consolidated balance sheet to the total of the same amounts presented on the consolidated statement of cash flows as of the dates indicated:

December 31,
2025 2024 2023
(In millions)
Cash and cash equivalents $ 1,867   $ 2,433   $ 1,985  
Customer accounts (including restricted cash of $ 372 , $ 238 and $ 0 , respectively)
1,017   763   481  
Restricted cash included in other current assets 170   88   23  
Restricted cash included in other assets 1   2   4  
Cash, cash equivalents and restricted cash $ 3,055   $ 3,286   $ 2,493  

The accompanying notes are an integral part of these consolidated financial statements.
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eBay Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — The Company and Summary of Significant Accounting Policies

The Company

eBay Inc. is a global commerce leader that connects people and builds communities to create economic opportunity for all. Our technology empowers millions of buyers and sellers in more than 190 markets around the world, providing everyone the opportunity to grow and thrive. Our Marketplace platforms, including our online marketplace located at www.ebay.com and its localized counterparts, our off-platform marketplaces and our suite of mobile apps, together, create one of the world's largest and most vibrant marketplaces for discovering great value and unique selection.

When we refer to “we,” “our,” “us,” the “Company” or “eBay” in this Annual Report on Form 10-K, we mean the current Delaware corporation (eBay Inc.) and its consolidated subsidiaries, unless otherwise expressly stated or the context otherwise requires.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, we evaluate our estimates, including but not limited to those related to transaction losses, legal contingencies, income taxes, revenue recognition, stock-based compensation, investments, including Level 3 investments, warrants and the recoverability of goodwill. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ from those estimates.

We review the useful lives of equipment on an ongoing basis, and effective January 1, 2024, we changed our estimate of the useful lives for our servers and networking equipment from three years to four years . The longer useful lives are due to continuous improvements in our hardware, software, and data center designs. The effect of this change in estimate in 2024, based on servers and network equipment that were included in “Property and equipment, net” as of December 31, 2023 and those acquired during 2024, was a reduction in depreciation expense of $ 66  million and an increase in net income of $ 58  million, or $ 0.12 per basic and diluted share.

Principles of Consolidation and Basis of Presentation

The accompanying financial statements are consolidated and include the financial statements of eBay Inc. and our wholly and majority-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. A qualitative approach is applied to assess the consolidation requirement for variable interest entities. Generally, investments in entities where we hold at least a 20% ownership interest and have the ability to exercise significant influence, but not control, over the investee are accounted for using the equity method of accounting, including those in which the fair value option has been elected.

For equity method investments, our share of the investees’ results of operations is included in “Gain (loss) on equity investments and warrants, net” and investment balances are included in “Long-term investments.” For equity method investments under the fair value option, the change in fair value of the investment is included in “Gain (loss) on equity investments and warrants, net” and investment balances are included in “Long-term investments.” Investments in entities where we hold less than a 20% ownership interest are generally accounted for as equity investments to be measured at fair value, under an election, or at cost if it does not have readily determinable fair value, in which case the carrying value would be adjusted upon the occurrence of an observable price change in an orderly transaction for identical or similar instruments or impairment. For investments in entities where we hold less than a 20% ownership interest, the change in fair value of, or any impairment related to the investment is included in “Gain (loss) on equity investments and warrants, net” and investment balances are included in “Long-term investments.”
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Significant Accounting Policies

Revenue recognition

We recognize revenue when we transfer control of promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. Revenue is recognized net of any taxes collected, which are subsequently remitted to governmental authorities. As part of our revenue recognition analysis, we are required to identify each distinct performance obligation.

Marketplace revenues

Marketplace revenues primarily consist of commissions related to the connection service including final value fees, listing fees, feature fees, and foreign exchange fees. Marketplace revenues also include store subscription fees, shipping fees, and certain other fees. Marketplace revenues are reduced by customer incentive programs, including discounts, coupons, and rewards.

The connection service represents a single distinct performance obligation, which is to connect buyers and sellers on our secure and trusted Marketplace platforms. Revenue is recognized at the point in time an item is paid for, satisfying the performance obligation.

Store subscription and other nonstandard pricing contracts may contain multiple performance obligations, including discounts on future services. Determining whether performance obligations should be accounted for separately or combined may require significant judgment. The transaction price is allocated to each performance obligation based on its stand-alone selling price (“SSP”). In instances where SSP is not directly observable, we generally estimate selling prices based on when they are sold to customers of a similar nature and geography. These estimates are generally based on pricing strategies, market factors, strategic objectives and observable inputs. Store subscription revenues are recognized over the subscription period, and discounts offered through store subscription or nonstandard pricing contracts are recognized when the options are exercised or when the options expire.

Revenues related to shipping services are recognized based on whether we act as the principal and are responsible for fulfilling the promise to provide the specified services or whether we act as an agent arranging for those services to be provided by our partners. Determining whether we are acting as a principal or an agent in these contracts may require significant judgment. When we act as the principal, we recognize revenue on a gross basis over time, from the point of checkout to the point of delivery, based on the consideration received from the customer, whereas when we act as an agent, we recognize revenue net of the consideration due to our partners at a point in time when the services are provided.

Further, to drive traffic to our Marketplace platforms, we provide incentives to buyers and sellers in various forms including discounts on fees, discounts on items sold, coupons and rewards. Evaluating whether a promotion or incentive is a payment to a customer may require significant judgment. Promotions and incentives that are consideration payable to a customer are recognized as a reduction of revenue at the later of when revenue is recognized or when we pay or promise to pay the incentive. Promotions and incentives to most buyers on our Marketplace platforms, to whom we have no performance obligation, are recognized as sales and marketing expense. In addition, we may provide credits to customers when we refund certain fees. Credits are accounted for as variable consideration at contract inception when estimating the amount of revenue to be recognized when a performance obligation is satisfied to the extent that it is probable that a significant reversal of revenue will not occur and updated as additional information becomes available.

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Advertising revenues

Advertising revenues primarily consist of first-party fees paid to promote listings on our Marketplace platforms, as well as third-party advertising fees. First-party advertising services are provided to sellers to promote their listings through on-site or off-site sponsored ads and are a distinct performance obligation for which revenue is recognized when (or over the period) these services are performed. Third-party advertising revenues are derived principally from the sale of online advertisements that are based on impressions or clicks delivered to advertisers. We recognize revenue in the contracted period in which the ads are clicked and the impressions are displayed.

Internal use software costs

Platform development costs, including direct labor and stock-based compensation, are capitalized and amortized over an estimated useful life of one to three years . During the years ended December 31, 2025 and 2024, we capitalized $ 134 million and $ 108 million, respectively. Amortization of previously capitalized amounts was $ 114 million, $ 114 million and $ 123 million for 2025, 2024 and 2023, respectively.

Direct costs incurred to develop cloud computing arrangements were immaterial for the years ended December 31, 2025, 2024 and 2023.

Costs related to the design or maintenance of internal use software are expensed as incurred.

Marketing expense

We expense marketing costs according to the terms of each agreement, typically when incurred or over the period during which the advertising space or airtime is used, in each case, as a component of “Sales and marketing” on our consolidated statement of income. Marketing expense totaled $ 1.4 billion, $ 1.4 billion and $ 1.2 billion for the years ended December 31, 2025, 2024 and 2023, respectively.

Stock-based compensation

We have equity incentive plans under which we grant equity awards, including stock options, restricted stock units (“RSUs”), and performance-based restricted stock units (“PBRSUs”), to our directors, officers and employees. We primarily issue RSUs. We determine compensation expense associated with RSUs based on the fair value of our common stock on the date of grant. We determine compensation expense associated with stock options based on the estimated grant date fair value method using the Black-Scholes valuation model. We generally recognize compensation expense using a straight-line amortization method over the respective vesting period for awards that are ultimately expected to vest. Accordingly, stock-based compensation expense for 2025, 2024 and 2023 has been reduced for estimated forfeitures. When estimating forfeitures, we consider voluntary termination behaviors as well as trends of actual option forfeitures. We recognize a benefit or provision from stock-based compensation in earnings as a component of “Income tax provision” to the extent that an incremental tax benefit or deficiency is realized by following the ordering provisions of the tax law.

Transaction losses

Transaction losses consists primarily of losses resulting from our buyer protection programs, chargebacks for unauthorized credit card use, and merchant related chargebacks due to non-delivery of goods or services.

Transaction losses represents our estimate of actual losses based on our historical experience and many other factors including changes to our protection programs and macroeconomic conditions.

Customer accounts and funds receivable

Customer accounts represent cash received from buyers that is held by financial institutions. Due to safeguarding requirements in certain regions, a portion of this balance is considered restricted. Funds receivable represents customer cash in transit and held by payment processors. These balances are associated with marketplace activity and are awaiting payment to sellers.

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We are exposed to credit losses from customer accounts and funds receivable balances held by third party financial institutions and payment processors. We assess these balances for credit loss based on a review of the average period for which the funds are held, current credit ratings and our assessment of the probability of default and loss given default models. In 2025, 2024, and 2023, no credit-related losses were recognized.

Customer accounts and funds payable

These balances primarily represent the Company’s liability towards its customers to settle funds from the completed transactions on our Marketplace platforms associated with marketplace activity.

Income taxes

Significant judgment is required in determining our tax expense and in evaluating our tax positions, including evaluating uncertainties and the complexity of taxes on foreign earnings. We review our tax positions quarterly and adjust the balances as new information becomes available. Tax positions are evaluated for potential reserves for uncertainty based on the estimated probability of sustaining the position under examination. Our income tax rate is affected by the tax rates that apply to our foreign earnings including U.S. minimum taxes on foreign earnings. The deferred tax benefit derived from the amortization of our intellectual property is based on the fair value, which has been agreed with foreign tax authorities. The deferred tax benefit may from time to time change based on changes in tax rates. 

We account for income taxes using an asset and liability approach, which requires the recognition of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized on our financial statements or tax returns. The measurement of current and deferred tax assets and liabilities is based on provisions of enacted tax laws; the effects of future changes in tax laws or rates are not anticipated. If necessary, the measurement of deferred tax assets is reduced by the amount of any tax benefits that are not expected to be realized based on available evidence.

We report a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. We recognize interest and penalties, if any, related to unrecognized tax benefits in income tax expense.

Cash, cash equivalents and restricted cash

Cash and cash equivalents are short-term, highly liquid investments with original maturities of three months or less when purchased, which may include bank deposits, U.S. Treasury securities, time deposits, and certificates of deposit.

We consider cash to be restricted when withdrawal or general use is legally restricted. We hold restricted cash in segregated bank accounts for purposes of safeguarding customer funds, for our global sabbatical program and for certain amounts related to other compensation arrangements held in escrow.

Investments

“Short-term investments” are primarily comprised of corporate bonds, commercial paper and government and agency securities. “Short-term investments” are investments with maturities of less than one year, are classified as available-for-sale and are reported at fair value using the specific identification method.

“Long-term investments” are primarily comprised of corporate bonds, government and agency securities, equity investments under the fair value option, equity investments under the equity method of accounting and equity investments without readily determinable fair values. Debt securities are classified as available-for-sale and are reported at fair value using the specific identification method.

Unrealized gains and losses on our available-for-sale debt securities are excluded from earnings and reported as a component of “Other comprehensive income (loss),” net of related estimated income tax provisions or benefits. We periodically assess our portfolio of debt investments for impairment. For debt securities in an unrealized loss position, this assessment first takes into account our intent to sell, or whether it is more likely than not that we will be
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required to sell the security before recovery of its amortized cost basis. If either of these criteria are met, the debt security’s amortized cost basis is written down to fair value through “Interest income and other, net.” For debt securities in an unrealized loss position that do not meet the aforementioned criteria, we assess whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, we consider the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and any adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss may exist, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses will be recognized through “Interest income and other, net,” limited by the amount that the fair value is less than the amortized cost basis. Any additional impairment not recognized through an allowance for credit losses is recognized in other comprehensive income. Changes in the allowance for credit losses are recognized as provision for (or reversal of) credit loss expense. Losses are charged against the allowance when management believes the uncollectability of an available-for-sale security is confirmed or when either of the criteria regarding intent or requirement to sell is met. These changes are recognized in “Interest income and other, net.”

Our equity investments include equity investments with readily determinable fair values, equity investments without readily determinable fair values and equity investments under the equity method of accounting, including those in which the fair value option has been elected. Our equity investment in Adevinta is described in a separate section under “Equity investment in Adevinta” in this Note.

Equity investments with readily determinable fair values are investments in publicly-traded companies for which we do not exercise significant influence and are measured at fair value based on the respective closing stock price and prevailing foreign exchange rate, as applicable, at the period end date. Equity investments with readily determinable fair values are classified within Level 1 in the fair value hierarchy as the valuation can be obtained from real time quotes in active markets. Subsequent changes in fair value are recognized in “Gain (loss) on equity investments and warrants, net.”

Equity investments without readily determinable fair values are non-marketable equity securities, which are investments in privately-held companies for which we do not exercise significant influence and are accounted for under the measurement alternative. Under the measurement alternative, the carrying value is measured at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer. We perform a qualitative fair value assessment on a quarterly basis over our equity investments without readily determinable fair values to identify any changes in basis or impairments. Equity investments without readily determinable fair values are considered impaired when there is an indication that the fair value of our interest is less than the carrying amount. Changes in value and impairments of equity investments without readily determinable fair values are recognized in “Gain (loss) on equity investments and warrants, net” on our consolidated statement of income. Equity investments without readily determinable fair values are presented within “Long-term investments” on our consolidated balance sheet.

We account for equity investments through which we exercise significant influence but do not have control over the investee under the equity method or under the fair value option.

For equity method investments, our consolidated statement of income includes, as a component of “Gain (loss) on equity investments and warrants, net,” our share of the net income or loss of the investee. We perform a qualitative impairment assessment on a quarterly basis over our equity method investments. Equity method investments are considered impaired when there is an indication of an other-than-temporary decline in value below the carrying amount. Impairments and any other adjustments to equity method investments are recognized in “ Gain (loss) on equity investments and warrants, net .” Equity method investments are presented within “Long-term investments” on our consolidated balance sheet.

Equity investments under the fair value option are measured at fair value based on a quarterly valuation analysis or using the net asset value per share (or its equivalent) practical expedient. Equity investments measured at fair value based on a quarterly valuation analysis are classified within Level 3 in the fair value hierarchy, as the valuation reflects management’s estimate of assumptions that market participants would use in pricing the equity investment. Equity investments measured at fair value using the net asset value per share (or its equivalent) practical expedient are not classified in the fair value hierarchy. S ubsequent changes in fair value are recognized in
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“Gain (loss) on equity investments and warrants, net.” Equity investments under the fair value option are presented within “Long-term investments” on our consolidated balance sheet.

Refer to “Note 5 — Investments” and “Note 7 — Fair Value Measurement of Assets and Liabilities” for additional details.

Equity investment in Adevinta

At the initial recognition of our equity investment in Adevinta, we elected the fair value option where subsequent changes in fair value were recognized in “Gain (loss) on equity investments and warrants, net” on our consolidated statement of income. On May 29, 2024, we completed the previously announced sale of our stake in Adevinta in exchange for cash and shares of a new entity, Aurelia.

Refer to “Note 5 — Investments” and “Note 7 — Fair Value Measurement of Assets and Liabilities” for additional details.

Leases

We determine if an arrangement is a lease or contains a lease at inception. Operating lease liabilities are recognized based on the present value of the remaining lease payments, discounted using the discount rate for the lease at the commencement date. As the rate implicit in the lease is not readily determinable for our operating leases, we generally use an incremental borrowing rate based on information available at the commencement date to determine the present value of future lease payments. Operating right-of-use (“ROU”) assets are generally recognized based on the amount of the initial measurement of the lease liability. Our leases have remaining lease terms of up to ten years , some of which include options to extend the leases for up to five years , and some of which include options to terminate the leases within one year . Lease expense is recognized on a straight-line basis over the lease term. We account for lease and fixed non-lease components as a single lease component for our data center leases. Lease and non-lease components for all other leases are accounted for separately.

Operating leases are included in “Operating lease right-of-use assets”, “Accrued expenses and other current liabilities” and “Operating lease liabilities” on our consolidated balance sheets.

Property and equipment

Property and equipment are stated at historical cost less accumulated depreciation. Depreciation for equipment, buildings and leasehold improvements commences once they are ready for our intended use. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally, one to four years for computer equipment and software, up to thirty years for buildings and building improvements, the shorter of five years or the term of the lease for leasehold improvements and three years for furniture and fixtures. Land is not depreciated.

Goodwill

Goodwill is tested for impairment at a minimum on an annual basis at the reporting unit level. A qualitative assessment can be performed to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. If the reporting unit does not pass the qualitative assessment, then the reporting unit’s carrying value is compared to its fair value. The fair value of the reporting unit is estimated using income and market approaches. Goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value. The discounted cash flow method, a form of the income approach, uses expected future operating results and a market participant discount rate. The market approach uses comparable company prices and other relevant information generated by market transactions (either publicly traded entities or mergers and acquisitions) to develop pricing metrics to be applied to historical and expected future operating results of our reporting unit. Failure to achieve these expected results, changes in the discount rate or market pricing metrics may cause a future impairment of goodwill at the reporting unit. We conducted our annual impairment test of goodwill as of August 31, 2025 and 2024 and determined that no adjustment to the carrying value of goodwill was required.

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Impairment of long-lived assets

We evaluate long-lived assets (including leases) for impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. An asset is considered impaired if its carrying amount exceeds the undiscounted future net cash flow the asset is expected to generate. In 2025, 2024, and 2023, no impairment was recognized.

Foreign currency

Most of our foreign subsidiaries use the local currency of their respective countries as their functional currency. Assets and liabilities are translated into U.S. dollars using exchange rates prevailing at the balance sheet date, while revenues and expenses are translated at average exchange rates during the year. Gains and losses resulting from the translation of our consolidated balance sheet are recognized as a component of “Accumulated other comprehensive income” (“AOCI”).

Gains and losses from foreign currency transactions are recognized as “Interest income and other, net.”

Derivative instruments

We use derivative financial instruments, primarily forwards, options and swaps, to hedge certain foreign currency and interest rate exposures. We may also use other derivative instruments not designated as hedges, such as forwards to hedge foreign currency balance sheet exposures. We do not use derivative financial instruments for trading purposes. 

We also entered into a warrant agreement in addition to a commercial agreement with Adyen N.V. (“Adyen”) that, subject to meeting certain conditions, entitled us to acquire a fixed number of shares up to 5 % of Adyen’s fully diluted issued and outstanding share capital at a specific date. The warrant was accounted for as a derivative instrument under Accounting Standards Codification (“ASC”) Topic 815, Derivatives and Hedging . The warrant expired on January 31, 2025.

See “Note 6 — Derivative Instruments” for a full description of our derivative instrument activities and related accounting policies.

Concentration of credit risk

Our cash, cash equivalents, accounts receivable, customer accounts and funds receivable, available-for-sale debt securities and derivative instruments are potentially subject to concentration of credit risk. Cash and cash equivalents are placed with financial institutions that management believes are of high credit quality. In each of the years ended December 31, 2025, 2024 and 2023, no customer accounted for more than 10% of net revenues. Our derivative instruments expose us to credit risk to the extent that our counterparties may be unable to meet the terms of the agreements.

Recently Adopted Accounting Pronouncements

In 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-03-Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The guidance clarifies the fair value measurement guidance for equity securities subject to contractual restrictions that prohibit the sale of an equity security. Further, the guidance introduces new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The standard is effective for annual reporting periods beginning after December 15, 2023, including interim reporting periods within those fiscal years. We adopted this guidance in the fourth quarter of 2023 with no material impact on our consolidated financial statements and related disclosures.

In 2023, the FASB issued ASU 2023-07—Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The guidance is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses enabling investors to better understand an entity’s overall performance and assess potential future cash flows. In addition, the amendments enhance interim
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disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. The standard is effective for annual reporting periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. We adopted this guidance in the fourth quarter of 2024 with no material impact on our consolidated financial statements and related disclosures.

In 2023, the FASB issued ASU 2023-08—Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets. The guidance addresses the accounting and disclosure requirements for certain crypto assets and requires entities to subsequently measure certain crypto assets at fair value, with changes in fair value recognized in net income in each reporting period. In addition, entities are required to provide additional disclosures about the holdings of certain crypto assets. The standard is effective for annual reporting periods beginning after December 15, 2024, including interim reporting periods within those fiscal years. We adopted this guidance in the first quarter of 2025 with no material impact on our consolidated financial statements and related disclosures.

In 2023, the FASB issued ASU 2023-09—Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The guidance is intended to further standardize income tax disclosures primarily related to the presentation of the effective tax rate reconciliation and income taxes paid information on our financial statements and disclosures. The standard is effective for annual reporting periods beginning after December 15, 2024. We adopted this guidance prospectively in the fourth quarter of 2025 with no material impact on our consolidated financial statements. Refer to “Note 14 — Income Taxes” for further details about our income tax disclosures.

Recent Accounting Pronouncements Not Yet Adopted

In 2024, the FASB issued ASU 2024-03—Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The guidance is intended to improve disclosures about expenses and address requests from investors for more transparent expense information through disaggregation of relevant expense captions in the notes to the financial statements. The standard is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. We are evaluating the effect that this standard may have on our consolidated financial statements and related disclosures.

In 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. The guidance is intended to improve certain aspects of the accounting for and disclosure of internally developed software costs specific to website development. The standard is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. We have elected to early adopt the standard effective January 1, 2026, using the retrospective transition method. Under this method, the Company will restate its comparative financial statements for fiscal years 2025 and 2024 as if the guidance had been applied in all periods presented and will record a cumulative-effect adjustment to opening retained earnings as of January 1, 2024, the beginning of the earliest period presented.

The most significant impact of the standard relates to the capitalization of product development cost for our Marketplace platforms. Under the new standard, due to the iterative and agile nature of our product development, we have determined that significant development uncertainty generally persists until the software is deployed, or within a short period prior to deployment. Consequently, we expect substantially all product development costs related to the Company’s Marketplace platforms would be expensed as the probable-to-complete threshold would not have been met. We currently estimate that the cumulative-effect adjustment to opening retained earnings will be between $ 80  million and $ 120  million, net of tax.

We do not expect the adoption of the standard to have a material impact on our consolidated financial statements and related disclosures for the fiscal year 2026 or on our comparative financial statements for the fiscal years 2025 and 2024.

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In 2025, the FASB issued ASU 2025-07—Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract. The guidance refines the scope of the guidance on derivatives in ASC 815 (Issue 1) and clarifies the guidance on share-based payments from a customer in ASC 606 (Issue 2) and is intended to address concerns about the application of derivative accounting to contracts that have features based on the operations or activities of one of the parties to the contract and to reduce diversity in the accounting for share-based payments in revenue contracts. The standard is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. We are evaluating the effect that this standard may have on our consolidated financial statements and related disclosures.

In 2025, the FASB issued ASU 2025-09—Derivatives and Hedging (Topic 815): Hedge Accounting Improvements. The guidance is intended to more closely align hedge accounting with the economics of risk management activities. The standard is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. We are evaluating the effect that this standard may have on our consolidated financial statements and related disclosures.

In 2025, the FASB issued ASU 2025-11—Interim Reporting (Topic 270): Narrow-Scope Improvements. The guidance is intended to improve the navigability of the guidance in ASC 270 and clarify when it applies. The guidance also adds lists to ASC 270 of the interim disclosures required by all other Codification topics, and establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact on the entity. The standard is effective for annual reporting periods beginning after December 15, 2027. We do not expect the adoption of this standard to have a material impact on our consolidated financial statements and related disclosures.
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Note 2 — Net Income Per Share

Basic net income per share is computed by dividing net income for the period by the weighted average number of common shares outstanding during the period. Diluted net income per share is computed by dividing net income for the period by the weighted average number of shares of common stock and potentially dilutive common stock outstanding during the period. The dilutive effect of outstanding options and equity incentive awards is reflected in diluted net income per share by application of the treasury stock method. The calculation of diluted net income per share excludes all anti-dilutive common shares.

The following table presents the computation of basic and diluted net income per share (in millions, except per share amounts):

  Year Ended December 31,
  2025 2024 2023
Numerator:
Income from continuing operations
$ 1,996   $ 1,981   $ 2,775  
Income (loss) from discontinued operations, net of income taxes 35   ( 6 ) ( 8 )
Net income
$ 2,031   $ 1,975   $ 2,767  
Denominator:
Weighted average shares of common stock - basic 459   496   530  
Dilutive effect of equity incentive awards 9   5   3  
Weighted average shares of common stock - diluted 468   501   533  
Income (loss) per share - basic:
Continuing operations $ 4.35   $ 4.00   $ 5.24  
Discontinued operations 0.08   ( 0.01 ) ( 0.02 )
Net income per share - basic
$ 4.43   $ 3.99   $ 5.22  
Income (loss) per share - diluted:
Continuing operations $ 4.26   $ 3.95   $ 5.21  
Discontinued operations 0.08   ( 0.01 ) ( 0.02 )
Net income per share - diluted
$ 4.34   $ 3.94   $ 5.19  
Common stock equivalents excluded from income per diluted share because their effect would have been anti-dilutive
3   4   20  

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Note 3 — Goodwill

The following table presents goodwill activity for the periods indicated (in millions):

  December 31,
2023 Goodwill
Acquired   Adjustments   December 31,
2024 Goodwill
Acquired   Adjustments   December 31,
2025
Goodwill $ 4,267   $ 56   $ ( 54 ) $ 4,269   $ 175   $ 23   $ 4,467  

Goodwill acquired during the year ended December 31, 2025 primarily relates to the acquisition of Caramel, an end-to-end online automotive transaction solution provider and Tise, a consumer-to-consumer social marketplace headquartered in Oslo, Norway. The measurement periods relating to the acquisitions of Caramel and Tise end in February and October 2026, respectively. The adjustments to goodwill during the years ended December 31, 2025 and 2024 were primarily due to foreign currency translation. There were no impairments to goodwill in 2025, 2024 or 2023.

Acquisition of Depop, Inc.

In February 2026, we entered into a definitive agreement to acquire Depop, Inc., a leading C2C fashion marketplace, for approximately $ 1.2  billion in cash, subject to certain purchase price adjustments. The transaction is currently expected to close in the second quarter of 2026, subject to the satisfaction of certain closing conditions and receipt of required regulatory approvals.
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Note 4 — Segments

We have one reportable segment, which reflects how the chief operating decision maker (“CODM”), President and Chief Executive Officer, reviews and assesses performance of the business. The CODM assesses the performance of the Company and decides how to allocate resources based on consolidated net income reported on the consolidated statement of income. The CODM uses consolidated net income in deciding whether to reinvest profits into certain parts of the business or return a portion of such profits to shareholders through dividends and stock repurchases. Significant expense categories regularly provided to and reviewed by the CODM are those presented on the consolidated statement of income. The measure of segment assets is reported on the consolidated balance sheet as total assets, although the CODM does not evaluate asset information for purposes of allocating resources or evaluating performance.

Net Revenues

The following table summarizes net revenues by activity for the periods indicated (in millions):

  Year Ended December 31,
  2025 2024 2023
Marketplace revenues
$ 9,107   $ 8,648   $ 8,669  
Advertising revenues
1,993   1,635   1,443  
Total net revenues
$ 11,100   $ 10,283   $ 10,112  

Net Revenues by Geography

Net revenues, inclusive of the effects of foreign exchange during each period, are attributed to the United States and international geographies primarily based upon the country in which the customer is located.

The following table summarizes net revenues based on geography for the periods indicated (in millions):

  Year Ended December 31,
  2025    2024    2023
United States
$ 5,789      $ 5,238      $ 5,073  
United Kingdom 1,565      1,508      1,609  
China 1,253   1,169   1,029  
Germany 978      972      971  
Rest of world 1,515      1,396      1,430  
Total net revenues $ 11,100   $ 10,283   $ 10,112  

Long-Lived Tangible Assets by Geography
Long-lived tangible assets consisting of property and equipment, net and lease right-of-use assets are attributed to the United States and international geographies based upon the country in which the asset is located, leased or owned.
The following table summarizes long-lived tangible assets based on geography as of the dates indicated (in millions):

December 31,
2025 2024
United States
$ 1,620   $ 1,598  
International 146   92  
Total long-lived tangible assets $ 1,766   $ 1,690  

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Note 5 — Investments

The following tables summarize the unrealized gains and losses and estimated fair value of our investments classified as available-for-sale debt securities as of the dates indicated (in millions):

  December 31, 2025
  Gross
Amortized
Cost    Gross
Unrealized
Gains    Gross
Unrealized
Losses   Estimated
Fair Value
Short-term investments:        
Corporate bonds
$ 743      $ 2      $ —     $ 745  
Commercial paper
243   —   —   243  
Government and agency securities 65      —      ( 1 )   64  

$ 1,051      $ 2      $ ( 1 )   $ 1,052  
Long-term investments:        
Corporate bonds
$ 1,797      $ 16      $ —     $ 1,813  
Government and agency securities 25      —      —     25  
$ 1,822      $ 16      $ —     $ 1,838  

 
  December 31, 2024
  Gross
Amortized
Cost    Gross
Unrealized
Gains    Gross
Unrealized
Losses   Estimated
Fair Value
Short-term investments:        
Corporate bonds
$ 807      $ —      $ ( 2 )   $ 805  
Commercial paper
2,288   1   —   2,289  
Government and agency securities 367      —      ( 4 )   363  

$ 3,462   $ 1   $ ( 6 ) $ 3,457  
Long-term investments:        
Corporate bonds
$ 1,117      $ 4      $ ( 2 )   $ 1,119  
Government and agency securities 194      —      ( 4 )   190  
$ 1,311      $ 4      $ ( 6 )   $ 1,309  

Our fixed-income investments consist of predominantly investment grade corporate bonds, commercial paper and government and agency securities. The corporate bonds, commercial paper and government and agency securities that we invest in are generally deemed to be low risk based on their credit ratings from the major rating agencies to minimize exposure to credit losses. As of December 31, 2025, unrealized losses on available-for-sale debt securities were primarily related to continued market volatility. The Company does not intend and is not more likely than not required to sell the investments before the recovery of the amortized cost basis. We did not recognize any credit-related impairment through an allowance for credit losses as of December 31, 2025.

The following tables present fair values and gross unrealized losses recorded to AOCI as of December 31, 2025 and 2024, aggregated by the length of time that individual securities have been in a continuous loss position (in millions):

December 31, 2025
  Less than 12 months Greater than 12 months
Total

Fair Value
Unrealized Loss
Fair Value Unrealized Loss Fair Value Unrealized Loss
Corporate bonds
$ 434   $ —   $ 7   $ —   $ 441   $ —  

Government and agency securities 11   —   64   ( 1 ) 75   ( 1 )
$ 445   $ —   $ 71   $ ( 1 ) $ 516   $ ( 1 )

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

December 31, 2024
  Less than 12 months Greater than 12 months
Total

Fair Value
Unrealized Loss
Fair Value Unrealized Loss Fair Value Unrealized Loss
Corporate bonds
$ 503   $ ( 2 ) $ 137   $ ( 2 ) $ 640   $ ( 4 )

Government and agency securities 185   ( 2 ) 224   ( 6 ) 409   ( 8 )
$ 688   $ ( 4 ) $ 361   $ ( 8 ) $ 1,049   $ ( 12 )

Refer to “Note 15 — Accumulated Other Comprehensive Income” for amounts reclassified to earnings from AOCI.

The following table presents estimated fair values of our short-term and long-term investments classified as available-for-sale debt securities by date of contractual maturity as of the date indicated (in millions): 

  December 31, 2025
One year or less
$ 1,052  
One year through two years
862  
Two years through three years 703  
Three years through four years 212  
Four years through five years
25  
Thereafter
36  
Total $ 2,890  

Equity Investments

The following table summarizes our equity investments as of the dates indicated (in millions):

December 31,
  Balance Sheet Location 2025 2024
Equity investments without readily determinable fair values
Long-term investments $ 825   $ 1,011  
Equity investments under the equity method of accounting Long-term investments 49   65  
Other equity investments under the fair value option
Long-term investments 55   54  
Total equity investments $ 929   $ 1,130  

Equity investments without readily determinable fair values

Equity investment in Aurelia

In the second quarter of 2024, we completed the sale of (1) 227  million Adevinta ASA (“Adevinta”) shares in exchange for $ 2.4  billion in cash and (2) 177  million Adevinta shares in exchange for 177  million shares of a new entity, Aurelia Netherlands TopCo B.V. (“Aurelia”). The newly acquired investment in Aurelia was valued at $ 1.9  billion and represented approximately 18.3 % ownership of the outstanding equity.

Concurrently, we granted Aurelia UK Feederco Limited, the buyer of our previously owned Adevinta shares, a six-month option to purchase a portion of our Aurelia shares (the “Aurelia Option”). In the fourth quarter of 2024, the Aurelia Option was exercised, upon which we sold 97  million shares in Aurelia in exchange for $ 1.0  billion in cash, and recognized an $ 11  million loss in “Gain (loss) on equity investments and warrants, net” on our consolidated statement of income. The remaining investment represented 8.3 % of the outstanding equity of Aurelia. Cash proceeds, net of transaction costs, related to the sale of Aurelia shares were classified as an investing activity on our consolidated statement of cash flows.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The equity investment in Aurelia is accounted for under the measurement alternative as we are not able to exercise significant influence based on the governance structure of Aurelia.

In the first quarter of 2025, Aurelia implemented a recapitalization in connection with the creation of a management incentive plan. Prior to the recapitalization, we only held common shares in Aurelia. Subsequent to the recapitalization, we now hold both common and preferred shares in Aurelia.

In the second quarter of 2025, we received a $ 225  million cash distribution related to our equity investment in Aurelia. The distribution represents a return of capital based on the nature of the transaction and terms of Aurelia’s shareholder agreement to which we are party. The distribution resulted in a $ 214  million reduction to the carrying value of the investment on our consolidated balance sheet and a foreign exchange gain of $ 11  million recognized in “Interest income and other, net” on our consolidated statement of income. Cash received from the distribution was classified as an investing activity on our consolidated statement of cash flows.

The recapitalization and the shareholder distribution did not impact our ownership as we continue to own approximately 8.3 % of the total outstanding preferred and common shares of Aurelia as of December 31, 2025.

The carrying value of our remaining investment in Aurelia was $ 653  million and $ 867  million as of December 31, 2025 and December 31, 2024, respectively.

Prior to the 2024 sale of Adevinta shares discussed above, we held a 33 % equity interest in Adevinta. At the initial recognition of this equity investment in Adevinta, we elected the fair value option where subsequent changes in fair value were recognized in “Gain (loss) on equity investments and warrants, net” on our consolidated statement of income. Refer to “Note 7 — Fair Value Measurement of Assets and Liabilities” for more information.

In 2024, unrealized losses of $ 234 million and a realized gain of $ 78 million were recognized in “Gain (loss) on equity investments and warrants, net” on our consolidated statement of income related to the change in fair value and sale of Adevinta shares.

Other equity investments without readily determinable fair values

Certain other individually immaterial equity investments aggregating to $ 172  million and $ 144  million as of December 31, 2025 and December 31, 2024, respectively, are accounted for under the measurement alternative. The change in value of our other equity investments without readily determinable fair values during 2025 and 2024 was immaterial both individually and in the aggregate.

Equity investments under the equity method of accounting

Certain other individually immaterial equity investments aggregating to $ 49  million and $ 65  million as of December 31, 2025 and December 31, 2024, respectively, are accounted for under the equity method of accounting. Our share of the net income or loss of our equity method investments during 2025 and 2024 was immaterial both individually and in the aggregate.

Equity investments under the fair value option

Equity investment in Gmarket

In the fourth quarter of 2024, we sold our remaining stake in Gmarket Global LLC (“Gmarket”) valued at $ 323  million in exchange for $ 322  million in cash, net of transaction costs, and recognized a realized loss of $ 1  million and an unrealized loss of $ 12 million related to the change in fair value of the investment in “Gain (loss) on equity investments and warrants, net” on our consolidated statement of income. Cash proceeds, net of transaction costs, related to the sale of Gmarket shares were classified as an investing activity on our consolidated statement of cash flows.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Prior to the sale of shares, we held 19.99 % of the equity interest in Gmarket, over which we were able to exercise significant influence based on the terms of the securities purchase agreement, and through our board representation. At the initial recognition of this equity investment in Gmarket, we elected the fair value option where subsequent changes in fair value were recognized in “Gain (loss) on equity investments and warrants, net” on the consolidated statement of income. Refer to “Note 7 — Fair Value Measurement of Assets and Liabilities” for more information.

Other investments

Certain other individually immaterial equity investments aggregating to $ 55  million and $ 54  million as of December 31, 2025 and December 31, 2024, respectively, are measured at fair value using the net asset value per share and therefore, have not been classified in the fair value hierarchy. Refer to “Note 7 — Fair Value Measurement of Assets and Liabilities” for more information.

Equity investments with readily determinable fair values

Equity investment in Adyen

We entered into a warrant agreement in conjunction with a commercial agreement with Adyen that, subject to meeting certain conditions, entitled us to acquire a fixed number of shares up to 5 % of Adyen’s fully diluted issued and outstanding share capital at a specific date. The warrant had a term of seven years and vested in a series of four tranches at a specified price per share (fixed for the first two tranches) upon meeting processing volume milestone targets on a calendar year basis. When a relevant milestone was reached, the warrant became exercisable with respect to the corresponding tranche of warrant shares. The warrant expired on January 31, 2025. Refer to “Note 6 — Derivative Instruments” for more information about the warrant.

In the fourth quarter of 2024, we met the processing volume milestone required to vest in the second tranche of the Adyen warrant. Upon vesting, we exercised the option to purchase shares of Adyen valued at $ 630  million in exchange for $ 108  million in cash. We subsequently sold the remainder of our shares in Adyen for $ 573  million and recognized a realized loss of $ 57  million in “Gain (loss) on equity investments and warrants, net” on our consolidated statement of income. Cash paid related to the exercise of the second tranche of the warrant and cash proceeds, net of transaction costs, related to the sale of Adyen shares was classified as an investing activity on our consolidated statement of cash flows.

Gains and losses on equity investments

The following table summarizes unrealized gains and losses related to equity investments held as of December 31, 2025 , 2024 and 2023 and presented within “Gain (loss) on equity investments and warrants, net” for the periods indicated (in millions):

Year Ended December 31,
  2025 2024 2023
Net gains (losses) recognized during the period on equity investments
$ 10   $ ( 234 ) $ 1,670  
Less: Net gains recognized on equity investments sold during the period
3   9   13  
Total unrealized gains (losses) on equity investments held, end of period
$ 7   $ ( 243 ) $ 1,657  

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Summarized financial information of equity investments under the equity method and fair value option

Equity investment in Adevinta

Adevinta’s financial information was prepared on the basis of International Financial Reporting Standards (“IFRS”). We have made certain immaterial adjustments to Adevinta’s summarized financial information to address differences between IFRS and GAAP that impact the summarized financial information presented below.

On May 29, 2024, we completed the sale of Adevinta. As a result, the 2024 summarized income statement information includes the stub period of October 1, 2023 to May 29, 2024. The following tables present Adevinta’s summarized financial information on a one-quarter lag (in millions):

Eight months ended
May 29, 2024
Twelve months ended
September 30, 2023

Revenue $ 1,398   $ 1,912  
Gross profit $ 494   $ 683  
Loss from continuing operations
$ ( 318 ) $ ( 1,731 )
Net loss
$ ( 327 ) $ ( 1,780 )
Net income (loss) attributable to Adevinta $ ( 333 ) $ 93  

September 30, 2023
Current assets $ 399  
Noncurrent assets $ 12,065  
Current liabilities $ 499  
Noncurrent liabilities $ 2,815  

Noncontrolling interests $ 18  

Other equity investments accounted for under the equity method and fair value option

The following tables present summarized financial information of our equity investments accounted for under the equity method and the fair value option in the aggregate on a one-quarter lag. The tables below exclude the summarized financial information of our equity investment in Adevinta which is separately disclosed above.
Financial information of certain of these equity investments is prepared on the basis of local generally accepted accounting principles or IFRS. We have made certain immaterial adjustments as applicable to address differences between local generally accepted accounting principles or IFRS and GAAP that impact the summarized financial information. During the period in which we recognize an equity investment, the summarized financial information reflects activity from the date of recognition.

Twelve months ended September 30,
2025 2024 2023
(In millions)
Revenue $ 297   $ 1,369   $ 1,468  
Gross profit $ 44   $ 852   $ 947  
Loss from continuing operations
$ ( 18 ) $ ( 30 ) $ ( 124 )
Net income (loss) $ 15   $ 10   $ ( 107 )

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

September 30,
2025 2024
(In millions)
Current assets $ 112   $ 658  
Noncurrent assets $ 553   $ 573  
Current liabilities $ 62   $ 514  
Noncurrent liabilities $ 7   $ 38  

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 6 — Derivative Instruments

Our primary objective in holding derivatives is to reduce the volatility of earnings and cash flows associated with changes in foreign currency exchange rates and interest rates. These hedging contracts reduce, but do not entirely eliminate, the impact of adverse foreign exchange rate and interest rate movements. We do not use any of our derivative instruments for trading purposes.

We use foreign currency exchange contracts to reduce the volatility of cash flows related to forecasted revenues, expenses, assets and liabilities, including intercompany balances denominated in foreign currencies. These contracts are generally one month to one year in duration, but with maturities up to 24 months. The objective of the foreign exchange contracts is to ensure that ultimately the U.S. dollar-equivalent cash flows are not adversely affected by changes in the applicable U.S. dollar/foreign currency exchange rate. We evaluate the effectiveness of our foreign exchange contracts designated as cash flow or net investment hedges on a quarterly basis.

We use interest rate swaps to manage interest rate risk on our fixed rate notes issued in November 2025 and maturing in 2035. These interest rate swaps had the economic effect of modifying the fixed interest obligations associated with $ 400  million of these notes so that the interest payable on these senior notes effectively became variable based on Secured Overnight Financing Rate (“SOFR”) plus a spread. The duration of these interest rate contracts is for three years and five years expiring in November 2028 and 2030 respectively.

In 2024, we entered into derivative instruments to hedge the variability of forecasted interest payments on anticipated debt issuance using forward-starting interest rate swaps. These interest rate swaps effectively fixed the benchmark interest rate and had the economic effect of hedging the variability of forecasted interest payments for up to ten years on an anticipated debt issuance. Similar to other cash flow hedges, we recorded changes in the fair value of these interest rate swaps in AOCI until the anticipated debt issuance. In November 2025, we issued $ 1.0  billion of senior notes, which consisted of notes maturing in 2029 and 2035. As a result, we terminated the interest rate swaps and the immaterial gain associated with the termination will be amortized to interest expense over the term of our notes due in November 2035.

Cash Flow Hedges

For derivative instruments that are designated as cash flow hedges, the derivative’s gain or loss is initially reported as a component of AOCI and subsequently reclassified into earnings in the same period the forecasted hedged transaction affects earnings. Derivative instruments designated as cash flow hedges must be de-designated as hedges when it is probable the forecasted hedged transaction will not occur in the initially identified time period or within a subsequent two-month time period. Unrealized gains and losses in AOCI associated with such derivative instruments are immediately reclassified into earnings . As of December 31, 2025, we have estimated that $ 36 million of net derivative losses related to our foreign exchange cash flow hedges and $ 7 million net derivative gains related to our interest rate cash flow hedges included in AOCI will be reclassified into earnings within the next 12 months. We classify cash flows related to our cash flow hedges as operating activities on our consolidated statement of cash flows.

Fair Value Hedges

We have designated the interest rate swaps used to manage interest rate risk on our fixed rate notes issued in November 2025 and maturing in 2035 as qualifying hedging instruments and are accounting for them as fair value hedges. These transactions are designated as fair value hedges for financial accounting purposes because they protect us against changes in the fair value of certain of our fixed rate borrowings due to benchmark interest rate movements. Changes in the fair values of these interest rate swap agreements are recognized in other assets or other liabilities with a corresponding increase or decrease in long-term debt. Each quarter, the net amount between the interest we expect to pay based on SOFR plus a spread to the counterparty and the interest we expect to receive from the counterparty per the fixed rate of these senior notes is recognized as “Interest expense.”

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Non-Designated Hedges

Our derivatives not designated as hedging instruments consist of foreign currency forward contracts that we primarily use to hedge monetary assets or liabilities, including intercompany balances and equity investments denominated in non-functional currencies. The gains and losses on our derivatives not designated as hedging instruments are recognized in “Interest income and other, net,” which are offset by the foreign currency gains and losses on the related assets and liabilities that are also recognized in “Interest income and other, net.” We classify cash flows related to our non-designated hedging instruments in the same line item as the cash flows of the related assets or liabilities, which is generally within operating activities on our consolidated statement of cash flows. Cash flows related to the settlement of non-designated hedging instruments related to equity investments are classified within investing activities on our consolidated statement of cash flows.

Warrant

We were previously party to a warrant agreement that we entered into in conjunction with a commercial agreement with Adyen N.V. (“Adyen”) that, subject to meeting certain conditions, entitled us to acquire a fixed number of shares up to 5 % of Adyen’s fully diluted share capital at a specific date. The warrant had a term of seven years and vested in a series of four tranches, at a specified price per share (fixed for the first two tranches) upon meeting processing volume milestone targets on a calendar year basis. When a relevant milestone was reached, the warrant became exercisable with respect to the corresponding tranche of warrant shares.

The warrant was accounted for as a derivative under ASC Topic 815, Derivatives and Hedging . As of December 31, 2024, the warrant was reported as a component of other current assets on the consolidated balance sheet. Changes in the fair value of the warrant were recognized in “Gain (loss) on equity investments and warrants, net” on our consolidated statement of income. The day-one value attributable to the other side of the warrant, which was recognized as a deferred credit, was reported within “Accrued expenses and other current liabilities” on our consolidated balance sheet and was amortized over the life of the initial commercial arrangement. See “Note 7 — Fair Value Measurement of Assets and Liabilities” for information about the fair value measurement of the warrant.

In the fourth quarter of 2024, we met the processing volume milestone required to vest in the second tranche of our warrant and upon vesting, we exercised the option to purchase shares of Adyen valued at $ 630  million in exchange for $ 108  million in cash. Cash paid related to the exercise of the second tranche of the warrant was classified as an investing activity on our consolidated statement of cash flows. As of December 31, 2024, the probability of meeting the processing volume milestone targets for remaining two tranches of the Adyen warrant was zero percent. The warrant expired on January 31, 2025.
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Fair Value of Derivative Contracts

The following table presents the fair values of our outstanding derivative instruments as of the dates indicated (in millions):

December 31,
  Balance Sheet Location 2025 2024
Derivative Assets:
Foreign exchange contracts designated as cash flow hedges Other current assets $ 8   $ 41  

Foreign exchange contracts not designated as hedging instruments Other current assets 9   20  
Interest rate contracts designated as cash flow hedges Other current assets —   7  

Foreign exchange contracts designated as cash flow hedges Other assets 12   14  
Warrants and other
Other assets 10   15  

Total derivative assets $ 39   $ 97  

Derivative Liabilities:
Foreign exchange contracts designated as cash flow hedges Other current liabilities $ 5   $ —  

Foreign exchange contracts not designated as hedging instruments Other current liabilities 5   18  

Interest rate contracts designated as fair value hedges Other liabilities
2   —  

Total derivative liabilities $ 12   $ 18  

Total fair value of derivative instruments $ 27   $ 79  

Under the master netting agreements with the respective counterparties to our derivative contracts, subject to applicable requirements, we are allowed to net settle transactions of the same type with a single net amount payable by one party to the other. However, we have elected to present the derivative assets and derivative liabilities on a gross basis on our consolidated balance sheet. As of December 31, 2025, the potential effect of rights of set-off associated with the foreign exchange contracts would be an offset to both assets and liabilities by $ 8  million, resulting in net derivative assets of $ 21 million. As of December 31, 2025, there was no potential effect of rights of set-off associated with the interest rate contracts as there were no liability positions.

Effect of Derivative Contracts on Accumulated Other Comprehensive Income

The following tables present the activity of derivative instruments designated as cash flow hedges as of December 31, 2025 and 2024, and the impact of these derivative contracts on AOCI for the periods indicated (in millions):

  December 31, 2024 Amount of Loss Recognized in Other Comprehensive Income
Less: Amount of Gain (Loss) Reclassified From AOCI to Earnings December 31, 2025
Foreign exchange contracts designated as cash flow hedges $ 25   $ ( 112 ) $ ( 43 ) $ ( 44 )
Interest rate contracts designated as cash flow hedges 50   ( 5 ) 8   37  
Total $ 75   $ ( 117 ) $ ( 35 ) $ ( 7 )

  December 31, 2023 Amount of Gain Recognized in Other Comprehensive Income
Less: Amount of Gain (Loss) Reclassified From AOCI to Earnings
December 31, 2024
Foreign exchange contracts designated as cash flow hedges $ ( 64 ) $ 33   $ ( 56 ) $ 25  
Interest rate contracts designated as cash flow hedges 51   7   8   50  
Total $ ( 13 ) $ 40   $ ( 48 ) $ 75  

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Effect of Derivative Contracts on Consolidated Statement of Income

The following table summarizes the total gain (loss) recognized on the consolidated statement of income from our foreign exchange derivative contracts by location for the periods indicated (in millions):

Year Ended December 31,
  2025 2024 2023
Foreign exchange contracts designated as cash flow hedges recognized in net revenues $ ( 41 ) $ ( 54 ) $ 56  
Foreign exchange contracts designated as cash flow hedges recognized in cost of net revenues ( 2 ) ( 2 ) ( 3 )

Foreign exchange contracts not designated as hedging instruments recognized in interest income and other, net
10   22   4  
Total gain (loss) recognized from foreign exchange derivative contracts on the consolidated statement of income
$ ( 33 ) $ ( 34 ) $ 57  

The following table summarizes the total gain recognized on the consolidated statement of income from our interest rate derivative contracts by location for the periods indicated (in millions):

Year Ended December 31,
  2025 2024 2023

Interest rate contracts designated as cash flow hedges recognized in interest income and other, net $ 8   $ 8   $ 11  
Interest rate contracts designated as fair value hedges recognized in interest income and other, net —   2   —  
Total gain recognized from interest rate derivative contracts on the consolidated statement of income
$ 8   $ 10   $ 11  

The following table summarizes the total gain (loss) recognized on the consolidated statement of income due to changes in the fair value of warrants for the periods indicated (in millions): 

Year Ended December 31,
  2025 2024 2023
Gain (loss) attributable to changes in the fair value of warrants recognized in gain (loss) on equity investments and warrants, net
$ ( 5 ) $ 158   $ 150  

Notional Amounts of Derivative Contracts

Derivative transactions are measured in terms of the notional amount, but this amount is not recognized on our consolidated balance sheet and is not, when viewed in isolation, a meaningful measure of the risk profile of the instruments. The notional amount is generally not exchanged, but is used only as the basis on which the value of foreign exchange payments under these contracts are determined. The following table presents the notional amounts of our outstanding derivatives as of the dates indicated (in millions):

December 31,
2025 2024
Foreign exchange contracts designated as cash flow hedges $ 1,677   $ 1,329  

Foreign exchange contracts not designated as hedging instruments 1,914   1,667  
Interest rate contracts designated as fair value hedges 400   —  
Interest rate contracts designated as cash flow hedges —   150  
Total $ 3,991   $ 3,146  

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