WELLINGTON SAMANTHA 4

What Happened

• Samantha Wellington, Senior Vice President and Chief Legal Officer of eBay (EBAY), had 1,835 restricted stock units (RSUs vest) convert into common shares on Feb 15, 2026. Of those vested shares, 1,055 were withheld to satisfy tax withholding obligations at $82.38 per share (total tax withholding value $86,911). The RSUs converted at no exercise price (exercise price $0).

Key Details

• Transaction date: February 15, 2026; Form 4 filed February 18, 2026.
• Converted (code M): 1,835 RSUs → 1,835 shares (acquired at $0.00).
• Withholding (code F): 1,055 shares withheld/disposed at $82.38/share = $86,911 paid for tax withholding.
• Net shares delivered to the insider from this vesting: 780 shares (1,835 vested − 1,055 withheld).
• Footnotes: F1—each RSU represents a contingent right to one share; F2—these RSUs follow a four-year vesting schedule (25% on 11/15/2025, then 1/16th each quarter).
• Table I, Column 5 of the filing also includes 120 shares acquired under eBay's Employee Stock Purchase Plan on Oct 31, 2025.
• Transaction codes: M = conversion/exercise of derivative (RSU vesting); F = shares withheld for tax liability (not an open-market sale).

Context

• This was a routine, compensation-related vesting event (RSUs converting to shares) with shares withheld for taxes — common for employee equity awards and not a market buy or discretionary sale. Because the RSUs converted at no exercise price, the economic effect was receipt of shares subject to tax withholding rather than a cash outlay to exercise options.