eBay EBAY · USD

SegmentsWe have one reportable segment, which reflects how the chief operating decision maker (“CODM”), President and Chief Executive Officer, reviews and assesses performance of the business. The CODM assesses the performance of the Company and decides how to allocate resources based on consolidated net income reported on the consolidated statement of income. The CODM uses consolidated net income in deciding whether to reinvest profits into certain parts of the business or return a portion of such profits to shareholders through dividends and stock repurchases. Significant expense categories regularly provided to and reviewed by the CODM are those presented on the consolidated statement of income. The measure of segment assets is reported on the consolidated balance sheet as total assets, although the CODM does not evaluate asset information for purposes of allocating resources or evaluating performance.Net RevenuesThe following table summarizes net revenues by activity for the periods indicated (in millions): Year Ended December 31, 202520242023Marketplace revenues$9,107 $8,648 $8,669 Advertising revenues1,993 1,635 1,443 Total net revenues$11,100 $10,283 $10,112 Net Revenues by GeographyNet revenues, inclusive of the effects of foreign exchange during each period, are attributed to the United States and international geographies primarily based upon the country in which the customer is located.The following table summarizes net revenues based on geography for the periods indicated (in millions): Year Ended December 31, 2025 2024 2023United States$5,789 $5,238 $5,073 United Kingdom1,565 1,508 1,609 China1,253 1,169 1,029 Germany978 972 971 Rest of world1,515 1,396 1,430 Total net revenues$11,100 $10,283 $10,112 Long-Lived Tangible Assets by GeographyLong-lived tangible assets consisting of property and equipment, net and lease right-of-use assets are attributed to the United States and international geographies based upon the country in which the asset is located, leased or owned.

Commitments and Contingencies Off-Balance Sheet ArrangementsAs 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.

DebtThe following table summarizes the carrying value of our outstanding debt (in millions, except percentages):CouponAs ofEffectiveAs ofEffective RateDecember 31, 2025 Interest RateDecember 31, 2024 Interest RateLong-Term DebtSenior notes:Senior notes due 20251.900 %$— — %$800 1.803 %Senior notes due 20255.900 %— — %425 6.036 %Senior notes due 20261.400 %750 1.252 %750 1.252 %Senior notes due 20273.600 %850 3.689 %850 3.689 %Senior notes due 20275.950 %300 6.064 %300 6.064 %Senior notes due 20294.250 %600 4.419 %— — %Senior notes due 20302.700 %950 2.623 %950 2.623 %Senior notes due 20312.600 %750 2.186 %750 2.186 %Senior notes due 20326.300 %425 6.371 %425 6.371 %Senior notes due 20355.125 %400 5.226 %— — %Senior notes due 20424.000 %750 4.114 %750 4.114 %Senior notes due 20513.650 %1,000 2.517 %1,000 2.517 %Total senior notes6,775 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 debt5,996 5,752 Short-Term DebtCurrent portion of long-term debt750 1,225 Commercial paper— 450 Unamortized discount and debt issuance costs— (2)Total short-term debt750 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 NotesIn 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.

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 2023United States$1,325 $1,286 $704 International982 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 2023Current: Federal$127 $985 $488 State and local39 89 94 Foreign101 97 95 267 1,171 677 Deferred: Federal89 (993) 112 State and local12 (46) (41)Foreign(57) 165 184 44 (874) 255 $311 $297 $932 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, 2025Provision 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 taxes63 2.7 %India:Withholding tax(40)(1.7)%Other foreign jurisdictions11 0.5 %Enactment of changes in tax laws or enacted in the current period(65)(2.8)%Effect of cross-border tax lawsSubpart F11 0.5 %GILTI30 1.3 %Tax creditsResearch and development tax credits(97)(4.2)%Changes in valuation allowance6 0.3 %Nontaxable or nondeductible itemsShare-based payment awards(32)(1.4)%Other13 0.5 %Changes in unrecognized tax benefits5 0.2 %Other adjustments12 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.

LeasesWe 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 Location20252024AssetsOperatingOperating lease right-of-use (“ROU”) assets$428 $427 LiabilitiesOperating - currentAccrued expenses and other current liabilities$119 $118 Operating - noncurrentOperating lease liabilities315 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 Location202520242023Operating 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, 20252026$137 2027121 202887 202935 203030 Thereafter82 Total lease payments492 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.The following table presents supplemental information related to our leases included on our consolidated balance sheet as of the dates indicated:December 31,20252024Weighted average remaining lease termOperating leases4.80 years4.40 yearsWeighted average discount rateOperating leases4.88 %4.

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

GoodwillThe following table presents goodwill activity for the periods indicated (in millions): December 31,2023GoodwillAcquired Adjustments December 31,2024GoodwillAcquired Adjustments December 31,2025Goodwill$4,267 $56 $(54)$4,269 $175 $23 $4,467 Goodwill acquired during the year ended December 31, 2025 primarily relates to the acquisition of Caramel, an end-to-end online automotive transaction solution provider and Tise, a consumer-to-consumer social marketplace headquartered in Oslo, Norway. The measurement periods relating to the acquisitions of Caramel and Tise end in February and October 2026, respectively. The adjustments to goodwill during the years ended December 31, 2025 and 2024 were primarily due to foreign currency translation. There were no impairments to goodwill in 2025, 2024 or 2023.Acquisition of Depop, Inc.In February 2026, we entered into a definitive agreement to acquire Depop, Inc., a leading C2C fashion marketplace, for approximately $1.2 billion in cash, subject to certain purchase price adjustments. The transaction is currently expected to close in the second quarter of 2026, subject to the satisfaction of certain closing conditions and receipt of required regulatory approvals.

Investments The following tables summarize the unrealized gains and losses and estimated fair value of our investments classified as available-for-sale debt securities as of the dates indicated (in millions): December 31, 2025 GrossAmortizedCost GrossUnrealizedGains GrossUnrealizedLosses EstimatedFair ValueShort-term investments: Corporate bonds$743 $2 $— $745 Commercial paper243 — — 243 Government and agency securities65 — (1) 64 $1,051 $2 $(1) $1,052 Long-term investments: Corporate bonds$1,797 $16 $— $1,813 Government and agency securities25 — — 25 $1,822 $16 $— $1,838 December 31, 2024 GrossAmortizedCost GrossUnrealizedGains GrossUnrealizedLosses EstimatedFair ValueShort-term investments: Corporate bonds$807 $— $(2) $805 Commercial paper2,288 1 — 2,289 Government and agency securities367 — (4) 363 $3,462 $1 $(6)$3,457 Long-term investments: Corporate bonds$1,117 $4 $(2) $1,119 Government and agency securities194 — (4) 190 $1,311 $4 $(6) $1,309 Our fixed-income investments consist of predominantly investment grade corporate bonds, commercial paper and government and agency securities. The corporate bonds, commercial paper and government and agency securities that we invest in are generally deemed to be low risk based on their credit ratings from the major rating agencies to minimize exposure to credit losses. As of December 31, 2025, unrealized losses on available-for-sale debt securities were primarily related to continued market volatility. The Company does not intend and is not more likely than not required to sell the investments before the recovery of the amortized cost basis. We did not recognize any credit-related impairment through an allowance for credit losses as of December 31, 2025.