ETSY INC 8-K

What Happened Etsy announced that on May 21, 2026 it entered into a letter agreement with eBay Inc. in connection with the previously disclosed Sale and Purchase Agreement (dated Feb. 15, 2026) under which eBay will acquire Depop, Etsy’s wholly‑owned subsidiary. The parties now expect the transaction to close by the end of Q3 2026 (previously expected Q2 2026). The original purchase price was announced at approximately $1.2 billion, subject to certain adjustments.

Key Details

• Purchase price: ~ $1.2 billion, subject to adjustments (including certain pre‑closing investments by Etsy/Depop, up to a specified cap).
• Closing timing: Parties now expect close by end of Q3 2026 (update announced April 29, 2026).
• Termination fees in Purchase Agreement: $90 million if termination results from failure to obtain certain regulatory clearances; an additional $70 million may be payable upon certain other termination events.
• Letter Agreement (May 21, 2026): permits Etsy and Depop to continue making discretionary investments to maintain Depop’s competitiveness during the extended pre‑closing period; if the Purchase Agreement is validly terminated (except for willful Etsy breach or Etsy fraud), eBay will pay an additional date‑based fee ranging from $0 (if terminated on/before June 15, 2026) up to $136 million (if terminated after July 31, 2026).

Why It Matters This filing updates investors on the timeline and economic protections around the Depop sale. The letter agreement lets Etsy and Depop keep investing in the business ahead of closing while adding a potential additional payout from eBay if the deal is terminated after certain dates—information that affects the expected proceeds and risk profile of the transaction. The deal remains subject to the previously disclosed purchase price adjustments and regulatory approvals.