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•We experience significant variation in our operating and financial results, including GMV and net revenues.
The 10-K against last year's
318 changes: 82 added, 88 removed, 141 reworded, 7 quiet changes
10-K 0001065088-26-000027 (2026-02-19) vs 10-K 0001065088-25-000037 (2025-02-27) Not compared: Accounting Policies.
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Risk Factors 328 words changed in this paragraph; it is 32% similar to last year's version.
As the number of intellectual property owners and products in the software industry increases and the functionality of these products further overlaps, and as we acquire technology through acquisitions or licenses, we may become increasingly subject to patent suits and other infringement claims, including copyright, and trademark infringement claims. For example, the intellectual property ownership and license rights surrounding AI technologies, including Gen AI, have not been fully addressed by U.S. courts or by U.S. or international laws or regulations, and the use or adoption of third-party Gen AI technologies, and their related datasets, into our products and services may result in claims of intellectual property infringement or misappropriation, or in the inability to enforce our rights against third parties, which could in each case harm our business and financial results. Our use of “open source” software may subject us to certain unfavorable conditions, including conditions that: (i) we make publicly available the source code for any modifications or derivative works we create based upon, incorporating or using the open source software, (ii) we license such modifications or derivative works under the terms of the particular open source license, (iii) we waive intellectual property rights in any innovation that is derived using the open source software, or (iv) we offer our products that incorporate the open source software for low or no cost. There is little legal precedent or guidance governing the interpretation of the terms of some open-source licenses, so the potential impact of these terms on our business is uncertain and enforcement of these terms may result in unanticipated obligations or restrictions regarding our products or services. If an author of open source software or other third party that distributes open source software that we use or license were to allege that we had not complied with the conditions of the applicable license, we could incur significant legal expenses defending against such allegations and could be subject to significant damages, enjoined from offering our products that make use of or are distributed with open source software, required to release proprietary source code, required to obtain licenses from third parties or otherwise be required to comply with the unfavorable conditions unless and until we can re-engineer the product so that it either complies with the open source license or does not incorporate the open source software. Any of the foregoing could disrupt our ability to offer our products and harm our business, revenue and financial results.
Source: Item 1A, 10-K 0001065088-26-000027 vs Item 1A, 10-K 0001065088-25-000037
Legal Proceedings 146 words changed in this paragraph; it is 65% similar to last year's version.
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. On November 26, 2024, the Government filed a Notice of Appeal with the Second Circuit, seeking review of the District Court’s decision. If the Government were to successfully appeal the decision and we were subsequently found to be liable for such activities on the Marketplace, we likely would be subject to monetary damages, compulsory changes in our business practices, or other remedies that could have a material adverse impact on our business. During the year ended December 31, 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.
Source: Item 3, via Note 11 – Commitments and Contingencies, 10-K 0001065088-26-000027 vs Item 3, via Note 12 – Commitments and Contingencies, 10-K 0001065088-25-000037
MD&A 102 words changed in this paragraph; it is 47% similar to last year's version.
The increase in cost of net revenues during 2024 2025 compared to 2023 2024 was primarily due to a $53 increases of $108 million increase related to the expansion in shipping costs, $61 million in cost of promoted listings products, a $50 $55 million increase related to indirect tax expenses, a $32 million increase related to the ramp of eBay International Shipping, and an $11 million disposition of data center equipment, partially offset by a $66 million decrease in depreciation expense due to the prior year benefit related to the change in our estimate of the useful lives for of our servers and networking equipment and a $38 equipment, $37 million decrease in customer support costs, $32 million in payment processing costs driven and $11 million in authentication costs, partially offset by rate improvements. a $37 million benefit from the settlement of a multi-year contract and a $35 million decrease in indirect tax expense.
Source: Item 7, 10-K 0001065088-26-000027 vs Item 7, 10-K 0001065088-25-000037
Every change, by type
Sentences and paragraphs added, removed or reworded
Sentences and paragraphs of EBAY's Risk Factors and MD&A, 10-K 2026-02-19 against 10-K 2025-02-27. Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier (may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, wouldAddedRisk Factors
•If our advertising products, including our Promoted Listings, are not competitive, we will lose advertising revenues and our business will be harmed.
AddedRisk Factors
•Our business depends on consumer engagement and spending, which makes our results of operations particularly sensitive to shifts in, and events that impact, consumer confidence, platform engagement and buying trends.
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•We may not be able to keep pace with technological changes, including emerging AI technologies, and with changes in consumer demands and expectations.
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•Cross-border trade is an important source of revenue and profit for us, and changes to global trade policies can significantly impact our customers and materially harm our business.
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•Our payments and financial services offerings require ongoing investment and subject us to substantial legal, operational and third-party risks.
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•Our success largely depends on attracting, retaining, and developing our senior managers and other key employees.
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•We and our customers depend in part on third parties for products and services, some of which are controlled by our competitors, and changes to these products and services could harm our business.
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AddedRisk Factors
•We face significant risk of liability for the actions of our customers, including products sold by sellers on our platforms.
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•Our stock repurchases are discretionary and, even if effected, they may not achieve the desired objectives.
AddedRisk Factors
We experience significant variation in our operating and financial results, including GMV and net revenues.
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All of our GMV, and substantially all of our net revenues each quarter come from transactions involving sales during that quarter. As a result, it is inherently difficult to accurately forecast our GMV, the amount and sources of our net revenues, earnings (loss) per share, operating income (loss), and our other key operating and financial performance metrics.
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If any or some of these our service providers fail to perform adequately adequately, experience outages, cyberattacks or if any such service provider were other security incidents, financial distress or insolvency, our customers may not be able to terminate make and receive payments or modify its relationship with us unexpectedly, our sellers’ ability to use our platform to receive orders or payments could be adversely affected, their preferred payment methods, which could increase our costs, drive sellers away from our marketplaces, result in potential legal liability, and materially harm our business.
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If we fail, fail for any reason, reason to receive sufficient AI referrals to our Marketplace platforms, or to acquire, develop build, license or license acquire the AI technology capabilities, capabilities that matter to utilize our proprietary datasets effectively, or to provide our buyers and sellers the AI features that matter to them, sellers, our buyers and sellers or both may choose alternatives to eBay, which could reduce our platform traffic or profits or both, and materially harm our business. business and results of operations.
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We are subject to laws and regulations affecting our domestic and international operations in a number of areas, including consumer protection, protection; data privacy and data security requirements; security; responsible AI requirements; AI; intellectual property ownership and infringement; goods that are stolen, counterfeit, unsafe or otherwise prohibited by eBay policies; tax; goods; corporate and consumer taxes; antitrust and anti-competition; unfair competition or commercial practices; import and export requirements and restrictions; anti-corruption; labor and employment; advertising; digital content; real estate; payments and financial services; billing; ecommerce/marketplace or online platform liability; promotions; quality of services; telecommunications; distribution and transportation; mobile communications and media; environmental packaging and waste and waste; climate-related regulation; energy consumption; health and safety regulations; safety; accessibility; and laws and regulations intended to combat antibribery, money laundering and the financing of terrorist activities.
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Our operating and financial results have significantly varied on a quarterly basis during throughout our operating history history, and may we expect our results to continue to fluctuate significantly as a result of for a variety of factors, reasons, including all of the risks described in “Risk Factors,” including the following risks and other risks set forth in this “Risk Factors” section: following:
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Many of these laws were adopted prior to the advent of the Internet, mobile, and related technologies and, as a result, of, or do not contemplate or address the unique issues relevant to our business, such as adequately address, the Internet, online commerce commerce, and related technologies. the technologies our business relies upon to operate.
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In some European and Asian jurisdictions, buyers may also have the right to withdraw from a sale made by a professional seller within a specified time period.
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If we are unable to use or adapt to operational changes in such services, we may face higher costs for such services, face integration or technological barriers or lose customers, which could materially harm our business.
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The DSA also enforces new content moderation obligations, notice obligations, advertising restrictions and other requirements on digital platforms that will create created additional operational burdens and compliance costs for us.
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Such claims, whether or not meritorious, may be time-consuming and costly to defend and resolve, and could require us to make expensive changes in our methods of doing business, enter into costly royalty or licensing agreements, cease conducting certain operations, or make substantial payments to satisfy adverse judgments or settle claims, any of which could materially harm our business.
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Because we generate approximately 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.
AddedMD&A
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.
AddedMD&A
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.
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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.
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We received a $225 million cash distribution related to our equity investment in Aurelia.
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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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(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.
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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.
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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.
AddedMD&A
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.
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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.
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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.
AddedMD&A
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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Cash used in continuing financing activities of $3.8 $3.7 billion in 2024 2025 was primarily driven by common stock repurchases of $3.1 $2.5 billion, debt repayments of $750 million $2.4 billion related to the repayment of commercial paper and $1.2 billion related to our 3.450% 5.900% and 1.900% senior notes due 2024, 2025 and $533 $531 million of cash dividends paid, partially offset by borrowing under our commercial paper program of $441 million $2.0 billion, proceeds from debt issuances of $1.0 billion and net funds receivable and payable activity of $305 $200 million.
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Cash provided by continuing operating activities of $2.4 $2.0 billion in 2024 2025 compared to $2.4 billion in 2023 2024 was primarily attributable due to a $377 an increase in cash paid for income taxes of $685 million and other working capital movements, partially offset by an $817 million increase in operating income offset by working capital movements. net revenues.
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The change in gain Gain (loss) on equity investments and warrant, warrants, net during 2024 2025 compared to 2023 2024 was driven by primarily due to lower activity in 2025 following the realized and unrealized changes in fair value sale of our equity investments in Adevinta, Adyen, and Gmarket in 2024, including the exercise of the Adyen warrant.
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The increase in sales and marketing expenses during 2024 2025 compared to 2023 2024 was primarily due to a $163 increases of $30 million increase in marketing program employee-related costs and user coupons, partially offset by a $74 $23 million decrease in employee-related costs. due to the unfavorable impact of foreign currency movements.
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(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 compared to a favorable impact of $52 million and an unfavorable impact of $320 million during 2023 and 2022, 2023, respectively.
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Gain (loss) on equity investments and warrant, warrants, net primarily consists of gains and losses related to our various types of equity investments, including our equity investments in Adevinta, Adyen, Aurelia and Gmarket, and gains and losses due to changes in fair value of the warrant received from Adyen. Adevinta ASA (“Adevinta”), Adyen N.V.
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The increase in sales and marketing product development expenses during 2024 2025 compared to 2023 2024 was primarily due to a $163 million an increase in marketing program costs and user coupons, partially offset by a $74 million decrease in employee-related costs.
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The decrease increase in provision for transaction losses during 2024 2025 compared to 2023 2024 was primarily due to favorable 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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Seasonal trends in net revenues have been 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 the introduction new and scaling of new updated products and initiatives by us and our competitors.
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(2)Foreign currency movements relative to the U.S. dollar had an unfavorable impact of $7 $21 million on cost of net revenues during 2024 2025 compared to an unfavorable impact impacts of $7 million and $2 million during 2024 and a favorable impact of $81 million during 2023 and 2022, 2023, respectively.
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Funds borrowed under the credit agreement may be used for working capital, capital expenditures, acquisitions and other general corporate purposes and will 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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We actively monitor all 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.