10-K – 2026-02-19 – ebay-20251231.htm

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Credit Risk

Our derivatives expose us to credit risk to the extent that the counterparties may be unable to meet the terms of the arrangement. We seek to mitigate such risk by limiting our counterparties to, and by spreading the risk across, major financial institutions. In addition, the potential risk of loss with any one counterparty resulting from this type of credit risk is monitored on an ongoing basis.

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Note 7 — Fair Value Measurement of Assets and Liabilities

The following tables present our financial assets and liabilities measured at fair value on a recurring basis as of the dates indicated (in millions):

December 31, 2025 Quoted Prices in Active Markets for Identical Assets
(Level 1)
Significant Other Observable Inputs
(Level 2)
Significant Unobservable Inputs
(Level 3)

Assets:      
Cash, cash equivalents and restricted cash:

Cash and cash equivalents $ 1,867   $ 1,867   $ —   $ —  
Customer accounts 1,017   1,017   —   —  
Restricted cash included in other current assets 170   170   —   —  
Restricted cash included in other assets 1   1   —   —  
Total cash, cash equivalents and restricted cash 3,055   3,055   —   —  

Derivatives 39   —   29   10  
Short-term investments:
Corporate bonds
745   —   745   —  
Commercial paper
243   —   243   —  
Government and agency securities 64   —   64   —  

Total short-term investments 1,052   —   1,052   —  
Long-term investments:
Corporate bonds
1,813   —   1,813   —  
Government and agency securities 25   —   25   —  

Total long-term investments 1,838   —   1,838   —  
Total financial assets $ 5,984   $ 3,055   $ 2,919   $ 10  

Liabilities:

Derivatives $ 12   $ —   $ 12   $ —  

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December 31, 2024 Quoted Prices in Active Markets for Identical Assets
(Level 1)
Significant Other Observable Inputs
(Level 2) Significant Unobservable Inputs
(Level 3)

Assets:      
Cash, cash equivalents and restricted cash:

Cash and cash equivalents $ 2,433   $ 2,433   $ —   $ —  
Customer accounts 763   763   —   —  
Restricted cash included in other current assets 88   88   —   —  
Restricted cash included in other assets 2   2   —   —  
Total cash, cash equivalents and restricted cash 3,286   3,286   —   —  
Derivatives 97   —   82   15  
Short-term investments:
Corporate bonds
805   —   805   —  
Commercial paper
2,289   —   2,289   —  
Government and agency securities 363   —   363   —  

Total short-term investments 3,457   —   3,457   —  
Long-term investments:
Corporate bonds
1,119   —   1,119   —  
Government and agency securities 190   —   190   —  
Total long-term investments 1,309   —   1,309   —  
Total financial assets $ 8,149   $ 3,286   $ 4,848   $ 15  

Liabilities:
Derivatives $ 18   $ —   $ 18   $ —  

Our financial assets and liabilities are valued using market prices on both active markets (Level 1), less active markets (Level 2) and little or no market activity (Level 3). Level 1 instrument valuations are obtained from real-time quotes for transactions in active exchange markets involving identical assets. Level 2 instrument valuations are obtained from readily available pricing sources for comparable instruments, identical instruments in less active markets, or models using market observable inputs. Level 3 instrument valuations typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. We did not have any transfers of financial instruments between valuation levels during 2025 or 2024.

Other financial instruments, including accounts receivable, funds receivable, accounts payable and funds payable, are carried at cost, which approximates their fair value due to the short-term nature of these instruments.

Fair value measurement of derivative instruments

The majority of our derivative instruments are valued using pricing models that take into account the contract terms as well as multiple inputs where applicable, such as equity prices, interest rate yield curves, option volatility and currency rates.

The Adyen warrant, which was accounted for as a derivative instrument, was valued using a Black-Scholes model. Key assumptions used in the valuation included risk-free interest rates; Adyen’s common stock price, equity volatility and common stock outstanding; exercise price; and details specific to the warrant. The value was also probability adjusted for management’s assumptions with respect to vesting of the remaining tranches which were each subject to meeting processing volume milestone targets. In the fourth quarter of 2024, we met the processing
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volume milestone required to vest in the second tranche of the Adyen warrant. As of December 31, 2024, the probability of meeting the processing volume milestone requirements for the remaining two tranches of the Adyen warrant was zero. The Adyen warrant expired on January 31, 2025.

The following table presents a reconciliation of the opening to closing balance of the Adyen warrant measured using significant unobservable inputs (Level 3) as of the dates indicated (in millions):

December 31, 2024
Opening balance at January 1, 2024
$ 364  
Change in fair value 158  
Exercise of options under warrant ( 522 )
Closing balance at December 31, 2024
$ —  

Refer to “Note 6 — Derivative Instruments” for further details on our derivative instruments.

Fair value measurement of equity investments

Our equity investment in Adevinta was accounted for under the fair value option and classified within Level 1 in the fair value hierarchy as the fair value was measured based on Adevinta’s closing stock price and prevailing foreign exchange rate at each balance sheet date. In the second quarter of 2024, we sold our remaining stake in Adevinta.

Our equity investment in Gmarket was accounted for under the fair value option and classified within Level 3 in the fair value hierarchy as valuation of the investment reflected management’s estimate of assumptions that market participants would use in pricing the asset. In the fourth quarter of 2024, we sold our remaining stake in Gmarket valued at $ 323  million.

The following table presents a reconciliation of the opening to closing balance of the equity investment in Gmarket measured using significant unobservable inputs (Level 3) as of the dates indicated (in millions):

December 31, 2024
Opening balance at January 1, 2024
$ 335  
Change in fair value ( 12 )
Fair value of shares sold
( 323 )
Closing balance at December 31, 2024
$ —  

Certain other immaterial equity investments under the fair value option 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 5 — Investments” for further details about our equity investments.
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Note 8 — Supplemental Consolidated Financial Information

Contract Balances

Timing of revenue recognition may differ from the timing of invoicing to customers. Accounts receivable represents amounts invoiced and revenue recognized prior to invoicing when we have satisfied our performance obligation and have the unconditional right to payment. The allowance for doubtful accounts and authorized credits is estimated based upon our assessment of various factors including historical experience, the age of the accounts receivable balances, current economic conditions reasonable and supportable forecasts, and other factors that may affect our customers’ ability to pay. The allowance for doubtful accounts and authorized credits is immaterial as of both December 31, 2025 and December 31, 2024.

Deferred revenue consists of fees received related to unsatisfied performance obligations at the end of the period. Due to the generally short-term duration of contracts, the majority of the performance obligations are satisfied in the following reporting period. The amount of revenue recognized for both the twelve months ended December 31, 2025 and December 31, 2024 that was included in the deferred revenue balance at the beginning of the respective periods was immaterial.

Customer accounts and funds receivable

December 31,
2025 2024
(In millions)
Customer accounts $ 1,017   $ 763  
Funds receivable 263   199  
Customer accounts and funds receivable $ 1,280   $ 962  

Other current assets

  December 31,
2025   2024
(In millions)
Income and other tax receivable $ 194   $ 115  
Restricted cash
170   88  
Prepaid expenses 126   136  
Accounts receivable, net 135   108  
Short-term derivative assets 17   68  
Other 245   200  
Other current assets $ 887   $ 715  

Property and equipment, net

  December 31,
2025   2024 Estimated useful lives

(In millions)
Computer equipment and software $ 3,675     $ 4,685   1 - 4 years

Land and buildings, including building improvements 822     810   Up to 30 years

Leasehold improvements 445     428   Shorter of 5 years or lease term

Furniture and fixtures 91     133   3 years

Construction in progress and other 76     76   Not applicable
Property and equipment, gross 5,109     6,132  
Accumulated depreciation ( 3,771 )   ( 4,869 )
Property and equipment, net $ 1,338     $ 1,263  

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Total depreciation expense on our property and equipment for the years ended December 31, 2025, 2024 and 2023 totaled $ 421 million, $ 370 million and $ 441 million, respectively.

Accrued expenses and other current liabilities

  December 31,
2025   2024
(In millions)
Compensation and related benefits $ 644   $ 498  
Accrued indirect tax expense
509   515  
Accrued marketing expenses
226   222  
Operating lease liabilities 119   118  
Shipping and carrier liabilities
91   64  
Transaction loss liability
90   118  
Accrued general and administrative expenses
70   68  
Accrued interest expense 45   45  
Deferred revenue 43   32  
Other current tax liabilities
—   173  
Other 420   331  
Accrued expenses and other current liabilities $ 2,257   $ 2,184  

Transaction loss liability

Year Ended December 31,
2025 2024 2023
(in millions)

Opening balance
$ 118   $ 125   $ 101  
Charged to net income
380   334   344  
Realized losses and write-offs, net of recoveries
( 408 ) ( 341 ) ( 320 )
Closing balance
$ 90   $ 118   $ 125  

Gain (loss) on equity investments and warrants, net

  Year Ended December 31,
  2025    2024    2023
(in millions)

Unrealized change in fair value of equity investment in Adevinta $ —   $ ( 234 ) $ 1,782  
Realized change in fair value of shares sold in Adevinta
—   78   —  
Realized change in fair value of shares sold in Adyen —   ( 57 ) —  
Realized change in fair value of shares sold in Aurelia
—   ( 11 ) —  
Unrealized change in fair value of equity investment in Gmarket —   ( 12 ) ( 96 )
Realized change in fair value of shares sold in Gmarket
—   ( 1 ) —  

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

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Interest income and other, net

  Year Ended December 31,
  2025 2024 2023
(in millions)

Interest income $ 265   $ 272   $ 204  
Foreign exchange and other 6   23   ( 7 )
Total interest income and other, net $ 271   $ 295   $ 197  

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Note 9 — Debt

The following table summarizes the carrying value of our outstanding debt (in millions, except percentages):

Coupon As of Effective As of Effective
 Rate December 31, 2025  Interest Rate December 31, 2024  Interest Rate
Long-Term Debt

Senior notes:

Senior notes due 2025 1.900   % $ —   —   % $ 800   1.803   %
Senior notes due 2025 5.900   % —   —   % 425   6.036   %
Senior notes due 2026 1.400   % 750   1.252   % 750   1.252   %
Senior notes due 2027 3.600   % 850   3.689   % 850   3.689   %
Senior notes due 2027 5.950   % 300   6.064   % 300   6.064   %
Senior notes due 2029
4.250   % 600   4.419   % —   —   %
Senior notes due 2030 2.700   % 950   2.623   % 950   2.623   %
Senior notes due 2031 2.600   % 750   2.186   % 750   2.186   %
Senior notes due 2032 6.300   % 425   6.371   % 425   6.371   %
Senior notes due 2035
5.125   % 400   5.226   % —   —   %
Senior notes due 2042 4.000   % 750   4.114   % 750   4.114   %
Senior notes due 2051 3.650   % 1,000   2.517   % 1,000   2.517   %
Total senior notes 6,775   7,000  
Hedge accounting fair value adjustments (1)
( 2 ) —  
Unamortized discount and debt issuance costs
( 27 ) ( 23 )

Less: Current portion of long-term debt ( 750 ) ( 1,225 )
Total long-term debt 5,996   5,752  

Short-Term Debt
Current portion of long-term debt 750   1,225  
Commercial paper
—   450  
Unamortized discount and debt issuance costs
—   ( 2 )
Total short-term debt 750   1,673  
Total Debt $ 6,746   $ 7,425  

(1) Includes the fair value adjustments to debt associated with interest rate swaps designated as fair value hedges.

Senior Notes

In 2025, we issued senior notes of $ 1.0  billion aggregate principal amount, which consisted 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. Cash proceeds related to the issuance of our 4.250 % and 5.125 % senior notes were classified as a financing activity on our consolidated statement of cash flows.

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. Cash paid related to the redemption was classified as a financing activity on our consolidated statement of cash flows.

In 2025, we repaid the $ 800  million aggregate principal amount of our previously outstanding 1.900 % senior notes on the date of maturity. Cash paid related to the repayment was classified as a financing activity on our consolidated statement of cash flows.

In 2024, we repaid the $ 750  million aggregate principal amount of our previously outstanding 3.450 % senior notes on the date of maturity. Cash paid related to the repayment was classified as a financing activity on our consolidated statement of cash flows.
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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 . Cash paid related to the repayment was classified as a financing activity on our consolidated statement of cash flows.

We may redeem some or all of our outstanding fixed rate notes at any time prior to maturity, generally at a make-whole redemption price, plus accrued and unpaid interest.

If a change of control triggering event (as defined in the applicable series of notes) occurs with respect to any of our outstanding fixed rate notes, we must, subject to certain exceptions, offer to repurchase all of the notes of the applicable series at a price equal to 101 % of the principal amount, plus accrued and unpaid interest.

The indenture pursuant to which the senior notes were issued includes customary covenants that, among other things and subject to exceptions, limit our ability to incur, assume or guarantee debt secured by liens on specified assets or enter into sale and lease-back transactions with respect to specified properties, and also includes customary events of default with customary grace periods in certain circumstances, including payment defaults and bankruptcy-related defaults.

In connection with the November 2025 issuance of senior notes, we entered into interest rate swap agreements that effectively converted $ 400  million of our fixed rate debt to floating rate debt based on the Secured Overnight Financing Rate (“SOFR”). These swaps were designated as fair value hedges against changes in the fair value of certain fixed rate senior notes resulting from changes in interest rates. The gains and losses related to changes in the fair value of interest rate swaps substantially offset changes in the fair value of the hedged portion of the underlying debt that are attributable to changes in market interest rates.

The effective interest rates for our senior notes include the interest payable, the amortization of debt issuance costs and the amortization of any original issue discount and premium on these senior notes. Interest on these senior notes is payable either quarterly or semiannually. Interest expense associated with these senior notes, including amortization of debt issuance costs, during the years ended December 31, 2025, 2024 and 2023 was $ 224 million, $ 247 million and $ 260 million, respectively. As of both December 31, 2025 and 2024, the estimated fair value of these senior notes, using Level 2 inputs, was $ 6.3 billion.

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 principal amount had original maturities greater than 90 days and 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. As of December 31, 2024, we had $ 450 million aggregate principal amount of commercial paper notes outstanding. Commercial paper is carried at amortized cost, which approximates its fair value due to the short-term nature of these instruments. Cash proceeds related to the issuance of commercial paper and cash used to repay commercial paper were classified as financing activities on our consolidated statement of cash flows.

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 %.

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As of December 31, 2025, no borrowings were outstanding under our $ 2.0 billion credit agreement. However, as described above, we have an up to $ 1.5 billion commercial paper program and are required to maintain available borrowing capacity under our credit agreement in order to repay commercial paper borrowings in the event we are unable to repay those borrowings from other sources when they become due, in an aggregate amount of $ 1.5 billion. 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, subject to customary conditions to borrowing. The credit agreement includes a covenant limiting our consolidated leverage ratio to no more than 4.0 :1.0, subject to, upon the occurrence of a qualified material acquisition, if so elected by us, a step-up to 4.5 :1.0 for the four fiscal quarters completed following such qualified material acquisition. The credit agreement includes customary events of default, with corresponding grace periods in certain circumstances, including payment defaults, cross-defaults and bankruptcy-related defaults. In addition, the credit agreement contains customary affirmative and negative covenants, including restrictions regarding the incurrence of liens and subsidiary indebtedness, in each case, subject to customary exceptions. The credit agreement also contains customary representations and warranties.

We were in compliance with all financial covenants in our outstanding debt instruments for the period ended December 31, 2025.

Future Maturities

The following table presents expected future principal maturities as of the date indicated (in millions):

December 31, 2025
2026 $ 750  
2027 1,150  
2028 —  
2029 600  
2030 950  
Thereafter 3,325  
Total future maturities $ 6,775  

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Note 10 — Leases

We have operating leases for office space, data centers and other corporate assets that we utilize under lease arrangements.

The following table presents a summary of leases by balance sheet location as of the dates indicated (in millions):

  December 31,
Balance Sheet Location 2025 2024
Assets
Operating Operating lease right-of-use (“ROU”) assets $ 428   $ 427  

Liabilities
Operating - current Accrued expenses and other current liabilities $ 119   $ 118  
Operating - noncurrent Operating lease liabilities 315   320  
Total lease liabilities $ 434   $ 438  

The following table presents components of lease expense for the periods indicated (in millions):

Year Ended December 31,
Statement of Income Location 2025 2024 2023
Operating lease costs (1)
Cost of net revenues, Sales and marketing, Product development and General and administrative expenses $ 155   $ 147   $ 128  

(1) Includes variable lease payments and sublease income that were immaterial for the years ended December 31, 2025, 2024 and 2023.

The following table presents the maturity of lease liabilities under our non-cancelable operating leases as of the date indicated (in millions):

December 31, 2025
2026 $ 137  
2027 121  
2028 87  
2029 35  
2030 30  
Thereafter 82  
Total lease payments 492  
Less interest ( 58 )
Present value of lease liabilities $ 434  

As of December 31, 2025, we have non-cancellable operating leases for offices that have not commenced with immaterial fixed lease payment obligations. We are not involved in the construction or design of underlying assets.

Rent expense for the years ended December 31, 2025, 2024 and 2023 totaled $ 161 million, $ 153 million and $ 137 million, respectively. Rent expense includes operating lease costs as well as expense for non-lease components such as common area maintenance.

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The following table presents supplemental information related to our leases included on our consolidated balance sheet as of the dates indicated:

December 31,
2025 2024
Weighted average remaining lease term
Operating leases 4.80 years 4.40 years

Weighted average discount rate
Operating leases 4.88   % 4.91   %

The following table presents supplemental information related to our leases for the periods indicated (in millions):

Year Ended December 31,
  2025 2024 2023
Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases
$ 148   $ 147   $ 154  

ROU assets obtained in exchange for new lease obligations:
Operating leases $ 134   $ 64   $ 102  

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Note 11 — Commitments and Contingencies

Off-Balance Sheet Arrangements

As of December 31, 2025, we had no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our consolidated financial condition, results of operations, liquidity, capital expenditures or capital resources.

Litigation and Other Legal Matters
 
We are involved in legal and regulatory proceedings on an ongoing basis. If we believe that a loss arising from such matters is probable and can be reasonably estimated, we accrue the estimated liability on our financial statements. If only a range of estimated losses can be determined, we accrue an amount within the range that, in our judgment, reflects the most likely outcome; if none of the estimates within that range is a better estimate than any other amount, we accrue the low end of the range. For those proceedings in which an unfavorable outcome is reasonably possible but not probable, we have disclosed an estimate of the reasonably possible loss or range of losses or we have concluded that an estimate of the reasonably possible loss or range of losses arising directly from the proceeding (i.e., monetary damages or amounts paid in judgment or settlement) is not material. If we cannot estimate the probable or reasonably possible loss or range of losses arising from a proceeding, we have disclosed that fact. In assessing the materiality of a proceeding, we evaluate, among other factors, the amount of monetary damages claimed, as well as the potential impact of non-monetary remedies sought by plaintiffs (e.g., injunctive relief) that may require us to change our business practices in a manner that could have a material adverse impact on our business. Legal fees are expensed as incurred.

On January 31, 2024, the Drug Enforcement Administration, U.S. Department of Justice (the “DOJ”) and the Company entered into a settlement agreement (the “DEA Settlement Agreement”), which fully resolved DOJ’s allegations of noncompliance arising under the Controlled Substances Act. Pursuant to the DEA Settlement Agreement, the Company paid $ 59  million and agreed to implement enhanced processes regarding its monitoring and reporting of listings that violate the Company’s policies.

In January 2024, the Company also entered into a deferred prosecution agreement (the “DPA”) with the United States Attorney for the District of Massachusetts (the “U.S. Attorney”) regarding potential criminal liability of the Company arising from the stalking and harassment in 2019 of the editor and publisher of Ecommercebytes, a website that publishes ecommerce news and information. Six former Company employees and one former contractor have pleaded guilty to crimes arising from the conduct. Pursuant to the terms of the DPA, the U.S. Attorney filed a six-count criminal Information in the United States District Court for the District of Massachusetts in January 2024 and agreed to defer any prosecution of the Company on those counts. Additionally, during the three-year term of the DPA, the Company is subject to an independent compliance monitor to assess its compliance program and, where appropriate, to modify that program. The Company also paid a $ 3  million penalty. If the Company successfully meets its obligations under the DPA, after three years , the DPA will expire, and the U.S. Attorney has agreed to dismiss the criminal information against the Company. The editor and publisher also have a pending civil action against the Company arising from the above-described conduct.

On September 27, 2023, the DOJ, on behalf of the Environmental Protection Agency (collectively, the “Government”), filed a civil complaint in the United States District Court for the Eastern District of New York (the “District Court”) alleging that we are liable for the sale of regulated or illicit products manufactured and sold by third parties who listed such products on the Marketplace platforms in a manner that evaded and/or was designed to evade detection in violation of the Clean Air Act, Federal Insecticide, Fungicide, and Rodenticide Act and the Toxic Substances Control Act. On September 30, 2024, the District Court issued an order dismissing the Government’s claims in their entirety. During the third quarter of 2024, we released amounts previously accrued for estimated losses in connection with the Government’s claims, for which we previously believed a loss was probable. On November 26, 2024, the Government filed a Notice of Appeal with the United States Court of Appeals for the Second Circuit (the “Second Circuit”), seeking review of the District Court’s decision. On April 24, 2025, the Government filed a motion to voluntarily dismiss its appeal of the District Court’s decision. On April 25, 2025, the Second Circuit granted the Government’s motion, and the appeal was dismissed.

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Amounts accrued for legal and regulatory proceedings were not material as of December 31, 2025 and December 31, 2024. We have concluded, based on currently available information, that reasonably possible losses arising directly from the proceedings (i.e., monetary damages or amounts paid in judgment or settlement) in excess of our recognized accruals are also not material. However, legal and regulatory proceedings are inherently unpredictable and subject to uncertainties. If one or more matters were resolved against us in a reporting period for amounts in excess of management’s expectations, the impact on our operating results or financial condition for that reporting period could be material.

Indemnification Provisions

We entered into a separation and distribution agreement and various other agreements with PayPal to govern the separation and relationship of the two companies. These agreements provide for specific indemnity and liability obligations and could lead to disputes between us and PayPal, which may be significant. In addition, the indemnity rights we have against PayPal under the agreements may not be sufficient to protect us and our indemnity obligations to PayPal may be significant.

In addition, we have entered into indemnification agreements with each of our directors and executive officers and with certain other officers. These agreements require us to indemnify such individuals, to the fullest extent permitted by Delaware law, for certain liabilities to which they may become subject as a result of their affiliation with us.

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, including our standard marketing, promotions and application programming interface license agreements. Under these contracts, we may indemnify, hold harmless and agree to reimburse the indemnified party for losses suffered or incurred by the indemnified party in connection with claims by a third party with respect to intellectual property infringement, including to our trademarks, logos and proprietary software, and other branding elements, such as domain names, to the extent that such are applicable to our performance under the subject agreement. In certain cases, we have agreed to provide indemnification for gross negligence, willful misconduct, fraud and breach of representations, warranties and applicable law. It is not possible to determine the maximum potential loss under these 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 material, either individually or collectively.
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Note 12 — Stockholders’ Equity

Preferred Stock

We are authorized, subject to limitations prescribed by Delaware law, to issue preferred stock in one or more series; to establish the number of shares included within each series; to fix the rights, preferences and privileges of the shares of each wholly unissued series and any related qualifications, limitations or restrictions; and to increase or decrease the number of shares of any series (but not below the number of shares of a series then outstanding) without any further vote or action by our stockholders. As of December 31, 2025 and 2024, there were 10 million shares of $ 0.001  par value preferred stock authorized for issuance, and no shares issued or outstanding.

Common Stock

Our Amended and Restated Certificate of Incorporation authorizes us to issue 3.58 billion shares of common stock .

Stock Repurchase Program

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 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. 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. Cash paid related to the repurchase of common stock was classified as a financing activity on our consolidated statement of cash flows.

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.

The following table summarizes repurchase activity under our stock repurchase programs during 2025 (in millions, except per share amounts):

Shares Repurchased (1)
Average Price per Share (2)
Value of Shares
Repurchased (2)
Remaining Amount Authorized
Balance as of January 1, 2025 $ 3,298  
Repurchase of shares of common stock 33   $ 76.68   $ 2,500   ( 2,500 )
Balance as of December 31, 2025 $ 798  

(1) These repurchased shares of common stock were recognized as “Treasury stock” and were accounted for under the cost method. None of the repurchased shares of common stock have been retired.
(2) Excludes immaterial broker commissions and excise tax accruals.

Dividends

We paid a total of $ 531 million, $ 533 million and $ 528 million in cash dividends during the years ended December 31, 2025, 2024 and 2023, 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. Cash paid related to the payment of dividends was classified as a financing activity on our consolidated statement of cash flows.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 13 — Employee Benefit Plans

Equity Incentive Plans

We have equity incentive plans under which we grant equity awards inclusive of restricted stock units (“RSUs”), and performance-based restricted stock units (“PBRSUs”) to our directors, officers and employees. As of December 31, 2025, 805 million shares were authorized under our equity incentive plans and 46 million shares were available for future grant.

RSU awards granted to eligible employees under our equity incentive plans generally vest in annual or quarterly installments over a period of four years and are subject to continued employment.

In 2025, 2024 and 2023, certain executives were eligible to receive PBRSUs. Each PBRSU cycle has a three-year performance period (consisting of the average performance each year relative to the financial performance goals for that year), along with a total shareholder return modifier based on the Company’s stock performance relative to the S&P 500 over a three-year performance period. The financial performance goals for each year of the performance period are approved by the Compensation and Human Capital Committee at the beginning of that year. The target number of shares subject to the PBRSU award are adjusted based on the Company’s actual performance in relation to the target financial performance and then adjusted by the total shareholder return modifier at the end of the applicable performance period. Any earned PBRSUs vest, if at all, in March following the end of the applicable three-year performance period.

Employee Stock Purchase Plan

We have an Employee Stock Purchase Plan (“ESPP”) for eligible employees. Under the ESPP, shares of our common stock may be purchased over an offering period with a maximum duration of two years at 85 % of the lower of the fair market value on the first day of the applicable offering period or on the last day of the six-month purchase period. Employees may purchase shares having a value not exceeding 10 % of their eligible compensation during an offering period and subject to statutory limits. During 2025, employees purchased approximately 3 million shares under this plan compared to 3 million shares in 2024 and 2 million shares in 2023 at average prices of $ 34.61 , $ 33.14 and $ 33.63 per share, respectively. As of December 31, 2025, approximately 23 million shares of common stock were reserved for future issuance.

Restricted Stock Unit Activity

The following table presents RSU activity (including PBRSUs that have been earned) under our equity incentive plans as of and for the year ended December 31, 2025 (in millions, except per share amounts):

  Units Weighted Average Grant-Date Fair Value
(per share)
Outstanding as of January 1, 2025 21   $ 49.81  
Awarded and assumed 11   $ 69.41  
Vested ( 11 ) $ 52.90  
Forfeited ( 2 ) $ 53.81  
Outstanding as of December 31, 2025 19   $ 58.76  
Expected to vest as of December 31, 2025 16  

During 2025, 2024 and 2023, the aggregate intrinsic value of RSUs vested under our equity incentive plans was $ 821 million, $ 600 million and $ 455 million, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Stock-Based Compensation Expense

The following table presents stock-based compensation expense for the periods indicated (in millions):

Year Ended December 31,
  2025 2024 2023
Cost of net revenues $ 57   $ 54   $ 53  
Sales and marketing 88   91   92  
Product development 292   281   272  
General and administrative 170   162   158  
Total stock-based compensation expense $ 607   $ 588   $ 575  
Capitalized in product development $ 20   $ 20   $ 16  

As of December 31, 2025, there was $ 902 million of unearned stock-based compensation that will be expensed from 2026 through 2030. If there are any modifications or cancellations of the underlying unvested awards, we may be required to accelerate, increase or cancel all or a portion of the remaining unearned stock-based compensation expense. Future unearned stock-based compensation will increase to the extent we grant additional equity awards, change the mix of grants between stock options and restricted stock units or assume unvested equity awards in connection with acquisitions.

Employee Savings Plans

We have a defined contribution plan, which is qualified under Section 401(k) of the Internal Revenue Code. Participating employees may contribute up to 50 % of their eligible earned compensation, but not more than statutory limits. During the years ended December 31, 2025, 2024 and 2023, we contributed one dollar for each dollar a participant contributed, with a maximum contribution of 4 % of each employee’s eligible earned compensation, subject to a maximum employer contribution of $ 14,000 , $ 13,800 and $ 13,200 per employee for each period, respectively. Our non-U.S. employees are covered by various other savings plans. Total expense for these plans was $ 72 million, $ 70 million and $ 61 million for the years ended December 31, 2025, 2024 and 2023, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 14 — Income Taxes

The following table presents the components of “Income from continuing operations before income taxes” for the periods indicated (in millions):

  Year Ended December 31,
  2025    2024    2023
United States $ 1,325      $ 1,286      $ 704  
International 982      992      3,003  
$ 2,307   $ 2,278   $ 3,707  

The following table summarizes the “Income tax provision” for the periods indicated (in millions):

  Year Ended December 31,
  2025   2024   2023
Current:    
Federal $ 127     $ 985     $ 488  
State and local 39     89     94  
Foreign 101     97     95  
267     1,171     677  
Deferred:    
Federal 89     ( 993 )   112  
State and local 12     ( 46 )   ( 41 )
Foreign ( 57 )   165     184  
44     ( 874 )   255  
$ 311     $ 297     $ 932  

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following table presents a reconciliation of the U.S. federal statutory rate of 21.0% to our effective tax rate pursuant to the prospective adoption of ASU 2023-09 for the year ended December 31, 2025 (in millions, except percentages):

  Year Ended December 31,
  2025
Provision at U.S. federal statutory rate
$ 484   21.0   %
State and local income taxes, net of federal income tax effect (1)
48   2.1   %
Foreign tax effects:
Switzerland:

Federal rate differential ( 114 ) ( 4.9 ) %
Other ( 24 ) ( 1.0 ) %
Cantonal taxes 63   2.7   %
India:

Withholding tax
( 40 ) ( 1.7 ) %
Other foreign jurisdictions 11   0.5   %
Enactment of changes in tax laws or enacted in the current period ( 65 ) ( 2.8 ) %
Effect of cross-border tax laws
Subpart F
11   0.5   %
GILTI
30   1.3   %
Tax credits
Research and development tax credits
( 97 ) ( 4.2 ) %
Changes in valuation allowance 6   0.3   %
Nontaxable or nondeductible items
Share-based payment awards
( 32 ) ( 1.4 ) %
Other
13   0.5   %
Changes in unrecognized tax benefits 5   0.2   %
Other adjustments 12   0.4   %
Effective tax rate
$ 311   13.5   %

(1) State taxes in Illinois and California made up the majority (greater than 50%) of the tax effect in this category.

The following table presents a reconciliation of the U.S. federal statutory rate of 21.0% to our effective tax rate for the years ended December 31, 2024 and 2023 (in millions):

  Year Ended December 31,
  2024 2023
Provision at statutory rate
$ 478   $ 778  

Foreign income taxed at different rates 5   8  
Other taxes on foreign operations ( 157 ) 72  

Change in valuation allowance —   ( 62 )
Stock-based compensation 7   33  
State taxes, net of federal benefit 43   53  
Research and other tax credits ( 83 ) ( 44 )

Penalties ( 13 ) 14  
Impact of tax rate change —   73  

Other 17   7  
$ 297   $ 932  

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following table summarizes the cash paid for income taxes for the periods indicated (in millions):

Year Ended December 31,
2025
Federal (United States)
$ 1,139  
State
102  
Foreign (International) (1)
216  
Total (2)
$ 1,457  

(1) Foreign cash paid for income taxes (net of refunds received) in 2025 includes $ 122  million related to Switzerland.
(2) Total cash paid for income taxes includes $ 50  million related to discontinued operations.

Total cash paid for income taxes from continuing operations in 2024 and 2023 was $ 722 million and $ 746 million, respectively.

Deferred tax assets and liabilities are recognized for the future tax consequences of differences between the carrying amounts of assets and liabilities and their respective tax bases using enacted tax rates in effect for the year in which the differences are expected to be reversed. The following table summarizes significant deferred tax assets and liabilities as of the dates indicated (in millions):

  As of December 31,
  2025   2024
Deferred tax assets:  
Net operating loss, capital loss and credits $ 220     $ 181  
Accruals and allowances 524     554  
Capitalized research expense 435   475  
Stock-based compensation 8     10  
Net unrealized loss on investments
1   —  
Amortizable tax basis in intangibles 2,741   2,701  

Total deferred tax assets
3,929     3,921  
Less: valuation allowance
( 196 )   ( 163 )
Deferred tax assets, net of valuation allowance
3,733     3,758  

Deferred tax liabilities:  
Outside basis differences ( 1,959 ) ( 1,970 )
Acquisition-related intangibles ( 69 )   ( 57 )
Depreciation and amortization ( 218 )   ( 197 )
Net unrealized gain on investments —   ( 3 )

Total deferred tax liabilities
( 2,246 )   ( 2,227 )
Net deferred tax assets
$ 1,487     $ 1,531  

As of December 31, 2025, our federal, state and foreign net operating loss carryforwards for income tax purposes were $ 35 million, $ 35 million and $ 125 million, respectively. The federal and state net operating loss carryforwards are subject to various limitations under Section 382 of the Internal Revenue Code and applicable state tax laws. If not utilized, the federal net operating loss carryforwards will begin to expire in 2027 and state net operating loss carryforwards will continue to expire in 2026. The carryforward periods on our foreign net operating loss carryforwards are as follows: $ 35 million do not expire and $ 91 million are subject to valuation allowance and continue to expire in 2026. As of December 31, 2025, state tax credit carryforwards for income tax purposes were $ 239 million. Most of the state tax credits carry forward indefinitely.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

As of December 31, 2025 and 2024, we maintained a valuation allowance with respect to certain of our deferred tax assets relating primarily to operating losses in certain non-U.S. jurisdictions and certain state tax credits and capital losses that we believe are not likely to be realized. The following table summarizes the valuation allowance activity for the periods indicated (in millions):

Year Ended December 31,
2025 2024 2023
Opening balance
$ 163   $ 143   $ 231  
Charged to net income
42   32   ( 73 )
Foreign currency translation adjustment
—   ( 5 ) ( 8 )
Write-offs, net of recoveries
( 9 ) ( 7 ) ( 7 )
Closing balance
$ 196   $ 163   $ 143  

We have recognized the tax consequences of all foreign unremitted earnings and management has no specific plans to indefinitely reinvest the unremitted earnings of our foreign subsidiaries as of the balance sheet date. In 2025, we made the final payment of $ 292  million related to the repatriation of foreign earnings previously included in “Income taxes payable” on our consolidated balance sheet as of December 31, 2024. We have not provided for deferred taxes on outside basis differences in our investments in our foreign subsidiaries that are unrelated to unremitted earnings. These basis differences will be indefinitely reinvested. A determination of the unrecognized deferred taxes related to these other components of our outside basis difference is not practicable.

The following table presents changes in unrecognized tax benefits for the periods indicated (in millions):

Year Ended December 31,
2025 2024 2023
Gross amounts of unrecognized tax benefits as of the beginning of the period $ 674   $ 613   $ 493  
Increases related to prior period tax positions 86   22   120  
Decreases related to prior period tax positions ( 151 ) ( 23 ) ( 45 )
Increases related to current period tax positions 85   67   53  
Settlements ( 173 ) ( 5 ) ( 8 )
Gross amounts of unrecognized tax benefits as of the end of the period $ 521   $ 674   $ 613  

As of December 31, 2025, gross amounts of unrecognized tax benefits of $ 521 million included $ 8  million of unrecognized tax benefits indemnified by PayPal. As of December 31, 2024, gross amounts of unrecognized tax benefits of $ 674 million included $ 45  million of unrecognized tax benefits indemnified by PayPal. If total unrecognized tax benefits were realized in a future period, it would result in a tax benefit of $ 309 million. Of this amount, $ 6 million of unrecognized tax benefit is indemnified by PayPal and a corresponding receivable would be reduced upon a future realization. As of December 31, 2025, our liabilities for unrecognized tax benefits were included in “Other liabilities” on our consolidated balance sheet.

As of December 31, 2025, and 2024 we had accrued interest and penalty expense related to uncertain tax positions of $ 61 million and $ 130 million, respectively, net of income tax benefits. The “Income tax provision” for 2025 and 2024 included interest income (expense) related to uncertain tax positions of $ 3  million and $( 31 ) million, respectively, net of tax benefits. The “Income (loss) from discontinued operations, net of income taxes,” for 2025 and 2024 included interest income (expense) related to uncertain tax positions of $ 8  million and $( 1 ) million, respectively, net of tax benefits.
 
We are subject to both direct and indirect taxation in the United States and various states and foreign jurisdictions. We are under examination by certain tax authorities for the 2017 to 2024 tax years. We believe that adequate amounts have been reserved for any adjustments that may ultimately result from these or other examinations. The material jurisdictions where we are subject to potential examination by tax authorities for tax years after 2009 include, among others, the United States (at the federal level and in the State of California), Germany, India, Israel, Switzerland and the United Kingdom.
 
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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.

On July 4, 2025, the United States enacted the One Big Beautiful Bill Act. Included in this legislation are provisions that allow for the immediate expensing of domestic research and development and certain capital expenditures, as well as other changes related to the taxation of profits derived from foreign operations. We recorded a $ 65  million net tax benefit in 2025 related to the effects of this Act.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 15 — Accumulated Other Comprehensive Income

The following tables summarize the changes in AOCI for the periods indicated (in millions):

Unrealized Gains (Losses) on Derivative Instruments Unrealized
Gains (Losses)
on Investments Foreign
Currency
Translation Estimated Tax Benefit
Total
Balance as of December 31, 2024 $ 75   $ ( 7 ) $ 130   $ 8   $ 206  
Other comprehensive income (loss) before reclassifications ( 117 ) 24   48   19   ( 26 )
Less: Amount of gain (loss) reclassified from AOCI ( 35 ) —   —   8   ( 27 )
Net current period other comprehensive income (loss) ( 82 ) 24   48   11   1  
Balance as of December 31, 2025 $ ( 7 ) $ 17   $ 178   $ 19   $ 207  

Unrealized Gains (Losses) on Derivative Instruments Unrealized
Gains (Losses)
on Investments Foreign
Currency
Translation Estimated Tax (Expense) Benefit Total
Balance as of December 31, 2023 $ ( 13 ) $ ( 45 ) $ 206   $ 37   $ 185  
Other comprehensive income (loss) before reclassifications 40   38   ( 76 ) ( 19 ) ( 17 )
Less: Amount of gain (loss) reclassified from AOCI ( 48 ) —   —   10   ( 38 )
Net current period other comprehensive income (loss) 88   38   ( 76 ) ( 29 ) 21  

Balance as of December 31, 2024 $ 75   $ ( 7 ) $ 130   $ 8   $ 206  

The following table summarizes reclassifications out of AOCI for the periods indicated (in millions):

Details about AOCI Components   Affected Line Item in the Statement of Income
Amount of Gain (Loss)
Reclassified from AOCI for the
Year Ended December 31,

2025 2024
Gains (losses) on cash flow hedges:
Foreign exchange contracts Net revenues $ ( 41 ) $ ( 54 )
Foreign exchange contracts Cost of net revenues ( 2 ) ( 2 )

Interest rate contracts Interest income and other, net
8   8  
Income from continuing operations before income taxes
( 35 ) ( 48 )
Income tax provision
8   10  

Total reclassifications for the period Net income
$ ( 27 ) $ ( 38 )

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INDEX TO EXHIBITS

    

  Incorporated by Reference
No.
   Exhibit Description
  Filed or Furnished
with this 10-K
  Form   File No.   Date Filed

2.01 Separation and Distribution Agreement by and between Registrant and PayPal Holdings, Inc. dated as of June 26, 2015.
8-K 000-24821 6/30/2015

2.02 Transaction Agreement, dated as of July 20, 2020 by and between eBay Inc., and Adevinta ASA.
8-K 001-37713 7/22/2020

2.03 Letter Agreement, dated as of October 16, 2020, amending Transaction Agreement, dated as of July 20, 2020, by and between eBay Inc., and Adevinta ASA.
10-K 001-37713
2/4/2021

2.04 Share Purchase Agreement, dated as of July 14, 2021, by and among eBay Inc., eBay International Management B.V. and Astinlux Finco S.à r.l.
10-Q 001-37713 10/28/2021

2.05*
Bid Conduct Agreement, dated as of November 21, 2023, by and among eBay Inc., eBay International Holding GmbH, eBay International Management B.V., BCP Aurelia Luxco S.a r.l., Aurelia UK Feederco Limited, Aurelia Netherlands TopCo B.V., Aurelia BidCo Norway AS and Aurelia BidCo 1 Norway AS.
8-K 001-37713
11/21/2023

2.06*
Transaction Completion Agreement, dated as of November 21, 2023, by and among eBay Inc., eBay International Holding GmbH, eBay International Management B.V., BCP Aurelia Luxco S.a r.l., Aurelia UK Feederco Limited, Aurelia Netherlands TopCo B.V., Aurelia BidCo Norway AS and Aurelia BidCo 1 Norway AS.
8-K 001-37713
11/21/2023

2.07*
Amendment Agreement to Bid Conduct Agreement, dated as of May 10, 2024, by and among eBay Inc., eBay International Holding GmbH, eBay International Management B.V., BCP Aurelia Luxco S.à r.l., Aurelia UK Feederco Limited, Aurelia Netherlands TopCo B.V., Aurelia BidCo Norway AS and Aurelia BidCo 1 Norway AS.
8-K
001-37713 5/10/2024

2.08*
Amendment Agreement to Transaction Completion Agreement, dated as of May 10, 2024, by and among eBay Inc., eBay International Holding GmbH, eBay International Management B.V., BCP Aurelia Luxco S.à r.l., Aurelia UK Feederco Limited, Aurelia Netherlands TopCo B.V., Aurelia BidCo Norway AS and Aurelia BidCo 1 Norway AS.
8-K
001-37713 5/10/2024

3.01    Registrant’s Amended and Restated Certificate of Incorporation, as amended.
    8-K
  001-37713 6/23/2023

3.02    Registrant’s Amended and Restated Bylaws.
    8-K 001-37713 9/19/2024

4.01    Form of Specimen Certificate for Registrant’s Common Stock.
    S-1   333-59097   8/19/1998

4.02 Indenture dated as of October 28, 2010 between Registrant and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee.
8-K   000-24821   10/28/2010

4.03 Supplemental Indenture dated as of October 28, 2010 between Registrant and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee.
8-K   000-24821   10/28/2010

4.04
Indenture dated as of November 6, 2025 between the Company and Deutsche Bank Trust Company Americas, as trustee.
8-K 001-37713 11/6/2025

4.05
Officer’s Certificate dated July 24, 2012.
8-K 000-24821 7/24/2012

4.06
Form of 4.000% Note due 2042 (included in Exhibit 4.0 5 ).
8-K 000-24821 7/24/2012

4.07
Officer’s Certificate dated June 6, 2017.
8-K 001-37713 6/6/2017

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  Incorporated by Reference
No.
   Exhibit Description
  Filed or Furnished
with this 10-K
  Form   File No.   Date Filed

4.08
Form of 3.600% Note due 2027 (included in Exhibit 4.0 7 ).
8-K 001-37713 6/6/2017

4.09
Officer’s Certificate dated March 11, 2020.
8-K 001-37713 3/11/2020

4.10
Forms of 1.900% Note due 2025 and 2.700% Note due 2030 (included in Exhibit 4.09).
8-K 001-37713 3/11/2020

4.11
Officer’s Certificate dated June 15, 2020.
8-K 001-37713 6/15/2020

4.12
Forms of 1.900% Note due 2025 and 2.700% Note due 2030 (included in Exhibit 4.1 1 ).
8-K 001-37713 6/15/2020

4.13
Officers’ Certificate dated May 10, 2021.
8-K 001-37713 5/10/2021

4.14
Forms of 1.400% Note Due 2026, 2.600% Note due 2031 and 3.650% Note due 2051 (included in Exhibit 4.13).
8-K 001-37713 5/10/2021

4.15
Officers’ Certificate dated November 22, 2022.
8-K 001-37713 11/22/2022

4.16
Forms of 5.900% Note Due 2025, 5.950% Note due 2027 and 6.300% Note due 2032 (included in Exhibit 4.15).
8-K 001-37713 11/22/2022

4.17
O fficer ’ s Certificate dated as of November 6, 2025.
8-K 001-37713 11/6/2025

4.18
Forms of 4.250% Note due 2029 and 5.125% Note due 2035 (included in Exhibit 4.1 7) .
8-K 001-37713 11/6/2025

4.19
Description of Securities.
10-K
001-37713 2/23/2023

10.01+    Form of Indemnity Agreement entered into by Registrant with each of its directors and executive officers.
    10-K
001-37713 2/27/2025

10.02+    Registrant’s 2003 Deferred Stock Unit Plan, as amended.
    10-K   000-24821   2/28/2007

10.03+ Amendment to Registrant’s 2003 Deferred Stock Unit Plan, effective April 2, 2012.
10-Q   000-24821 7/19/2012

10.04+ Form of Director Award Agreement under Registrant’s 2003 Deferred Stock Unit Plan.
10-Q 000-24821 7/19/2012

10.05+    Form of Electing Director Award Agreement under Registrant’s 2003 Deferred Stock Unit Plan.
    10-Q   000-24821   7/19/2012

10.06+    Form of New Director Award Agreement under Registrant’s 2003 Deferred Stock Unit Plan.
    10-Q   000-24821   7/19/2012

10.07+    Form of 2003 Deferred Stock Unit Plan Restricted Stock Unit Grant Notice and Agreement.
    10-Q/A   000-24821   4/24/2008

10.08+    Registrant’s Equity Incentive Award Plan, as amended and restated.
    8-K   001-37713 6/23/2023

10.09+ Form of Restricted Stock Unit Award Agreement under Registrant’s 2003 Deferred Stock Unit Plan and Registrant’s Equity Incentive Plan.
10-Q 000-24821 7/19/2012

10.10+ Form of Restricted Stock Unit Award Agreement (with Modified Vesting) under Registrant’s Equity Incentive Award Plan.
10-Q   000-24821   7/19/2012

10.11+ Form of Stock Option Agreement under Registrant’s Equity Incentive Award Plan.
10-Q 000-24821 7/19/2012

10.12+ Form of Stock Option Agreement (with Modified Vesting) under Registrant’s Equity Incentive Award Plan.
10-Q   000-24821   7/19/2012

10.13+ Form of Director Deferred Stock Unit Award Agreement under Registrant’s Equity Incentive Award Plan.
10-Q   000-24821   7/19/2012

10.14+    Amended and Restated eBay Incentive Plan.
    10-K 001-37713 2/4/2020

10.15+    eBay Inc. Deferred Compensation Plan, as amended and restated effective January 1, 2022.
    10-K 001-37713 2/24/2022

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  Incorporated by Reference
No.
   Exhibit Description
  Filed or Furnished
with this 10-K
  Form   File No.   Date Filed
10.16+ eBay Inc. Employee Stock Purchase Plan.
DEF 14A 001-37713 4/21/2022

10.17+ Form of New Director Award Agreement under Registrant’s Equity Incentive Award Plan.
10-Q 000-24821 4/19/2013

10.18+ Form of Director Annual Award Agreement under Registrant’s Equity Incentive Award Plan.
10-Q 000-24821 4/19/2013

10.19+ Form of Electing Director Quarterly Award Agreement under Registrant’s Equity Incentive Award Plan.
10-Q 000-24821 4/19/2013

10.20+ Form of Global Stock Option Agreement under Registrant’s Equity Incentive Award Plan.
10-Q 000-24821 7/18/2014

10.21+ Form of Global Restricted Stock Unit Agreement (and Performance-Based Restricted Stock Unit Agreement) under Registrant’s Equity Incentive Award Plan.
10-Q 000-24821 7/18/2014

10.22+ Form of Performance Based Restricted Stock Unit Award Agreement under Registrant’s Equity Incentive Award Plan.
10-Q 001-37713 4/27/2016

10.23+ Form of Stock Payment Award Agreement under Registrant’s Equity Incentive Award Plan.
10-Q 001-37713 7/21/2016

10.24+ Form of Director Restricted Stock Unit Award Agreement under Registrant’s Equity Incentive Award Plan.
10-Q 001-37713 7/21/2016

10.25+ Form of Performance Based Restricted Stock Unit Award Grant Notice and Performance Based Restricted Stock Unit Award Agreement under Registrant’s Equity Incentive Award Plan.
10-K 001-37713 1/30/2019

10.26+ Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under Registrant’s Equity Incentive Award Plan.
10-K 001-37713 1/30/2019

10.27+ Notice Regarding Payment of Dividend Equivalents on Restricted Stock Units and Performance-Based Restricted Stock Units under Registrant’s Equity Incentive Award Plan.
10-K 001-37713 1/30/2019

10.28 Tax Matters Agreement, dated as of July 17, 2015, by and between Registrant and PayPal Holdings, Inc.
8-K 000-24821 7/20/2015

10.29
Credit Agreement, dated as of January 25, 2024, by and among the Company, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other parties thereto.
8-K 001-37713 1/25/2024

10.30+
Letter Agreement between Jamie Iannone and eBay Inc., dated April 12, 2020.
10-Q 001-37713 7/29/2020

10.31+
Amended and Restated eBay Inc. SVP and Above Standard Severance Plan, effective April 11, 2020, as amended October 2, 2024.
10-K 001-37713 2/27/2025

10.32+
Amended and Restated eBay Inc. Change in Control Severance Plan, effective April 11, 2020, as amended October 2, 2024.
10-K 001-37713 2/27/2025

10.33+
Offer Letter dated May 17, 2021 between Registrant and Stephen Priest .
10-Q 001-37713 8/12/2021

10.34+
Form of Performance Based Restricted Stock Unit Award Grant Notice and Performance Based Restricted Stock Unit Award Agreement (with TSR Modifier) under Registrant’s Equity Incentive Award Plan.
10-Q 001-37713 5/5/2022

10.35+
Form of Stock Option Agreement (with Performance Vesting) under Registrant’s Equity Incentive Award Plan.
10-Q 001-37713 5/5/2022

10.36+
Offer Letter dated January 7, 2021, as amended August 5, 2022, between Registrant and Cornelius Boone.
10-Q 001-37713 11/3/2022

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  Incorporated by Reference
No.
   Exhibit Description
  Filed or Furnished
with this 10-K
  Form   File No.   Date Filed
10.37+
Offer Letter dated April 7, 2022 between Registrant and Eddie Garcia.
10-Q 001-37713 4/27/2023

10.38+
Offer Letter dated November 16, 2020, as amended August 5, 2022 and November 10, 2023, between Registrant and Julie Loeger.
10-K
001-37713
2/28/2024

10.39+
Offer Letter dated September 4, 2024 between Registrant and Samantha Wellington.
10-Q 001-37713
10/31/2024

10.40+
Offer Letter dated April 28, 2025 between Registrant and Peggy Alford.
10-Q 001-37713
5/1/2025

10.41+ Offer Letter dated April 30, 2025 between Registrant and Jordan Sweetnam.
10-Q 001-37713
5/1/2025

10.42+ Offer Letter dated April 30, 2025 between Registrant and Mazen Rawashdeh.
10-Q 001-37713
5/1/2025

10.43+ Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement with Jordan Sweetnam under Registrant’s Equity Incentive Award Plan .
10-Q 001-37713
5/1/2025

10.44+ Form of Performance Based Restricted Stock Unit Award Grant Notice and Performance Based Restricted Stock Unit Award Agreement (with TSR Modifier) with Jordan Sweetnam under Registrant’s Equity Incentive Award Plan .
10-Q 001-37713
5/1/2025

10.45+ eBay Inc. Equity Incentive Award Plan, as amended and restated .
8-K
001-37713
6/30/2025

19.01
Registrant’s Insider Trading Policy.
10-K
001-37713
2/27/2025

21.01    List of Subsidiaries.
  X      

23.01    PricewaterhouseCoopers LLP consent.
  X      

23.02
Consent of Ernst & Young AS related to Exhibit 99.02.
X

24.01    Power of Attorney (see signature page).   X      

31.01    Certification of Registrant’s Chief Executive Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002.
  X      

31.02    Certification of Registrant’s Chief Financial Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002.
  X      

32.01    Certification of Registrant’s Chief Executive Officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002.
  X      

32.02    Certification of Registrant’s Chief Financial Officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002.
  X      

97.01 Registrant’s Incentive-Based Compensation Recovery Policy.
10-K 001-37713 2/28/2024

99.01
Condensed consolidated interim financial statements of Adevinta ASA as of and for the period ended March 31, 2024 (unaudited) .
10-K/A
001-37713 5/30/2025

99.02
Consolidated financial statements of Adevinta ASA for the years ended December 31, 2023 (audited), 2022 (unaudited) and 2021 (audited) and as of December 31, 2023 (audited) , 2022 (unaudited) and 2021 (audited) .
10-K/A 001-37713 5/29/2024

115

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  Incorporated by Reference
No.
   Exhibit Description
  Filed or Furnished
with this 10-K
  Form   File No.   Date Filed
101    The following materials from the Annual Report on Form 10-K of eBay Inc. for the year ended December 31, 2025, were formatted in Inline XBRL (Extensible Business Reporting Language): (i) eBay Inc. Consolidated Balance Sheets, (ii) eBay Inc. Consolidated Statements of Income, (iii) eBay Inc. Consolidated Statements of Comprehensive Income, (iv) eBay Inc. Consolidated Statements of Stockholders’ Equity and (v) eBay Inc. Consolidated Statements of Cash Flows. The instance document does not appear in the Interactive Data File because its XBRL tags are imbedded within the Inline XBRL document.
  X      

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). X

*    Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the United States Securities and Exchange Commission; provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any document so furnished.
+    Indicates a management contract or compensatory plan or arrangement.
116

Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on February 19, 2026.

eBay Inc.

By: /s/ Jamie Iannone
Jamie Iannone
Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jamie Iannone, Peggy Alford, Rebecca Spencer and Samantha Wellington and each or any one of them, each with the power of substitution, his or her attorney-in-fact, to sign any amendments to this report, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 19, 2026.

Principal Executive Officer and Director: Principal Financial Officer:

By: /s/ Jamie Iannone By: /s/ Peggy Alford

Jamie Iannone Peggy Alford

Chief Executive Officer and Director
Chief Financial Officer

Principal Accounting Officer:

By: /s/ Rebecca Spencer

Rebecca Spencer

Vice President, Chief Accounting Officer

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Table of Contents

Additional Directors

By: /s/ Paul S. Pressler By: /s/ Adriane M. Brown
Paul S. Pressler Adriane M. Brown
Chair of the Board and Director Director

By: /s/ Aparna Chennapragada By: /s/ Logan D. Green
Aparna Chennapragada Logan D. Green
Director Director

By: /s/ E. Carol Hayles By: /s/ Shripriya Mahesh

E. Carol Hayles Shripriya Mahesh

Director Director

By: /s/ William D. Nash
By: /s/ Zane Rowe

William D. Nash
Zane Rowe

Director Director

By: /s/ Mohak Shroff By: /s/ Perry M. Traquina
Mohak Shroff Perry M. Traquina
Director Director

118