ETSY

etsy-202602190001370637falseFY202500013706372026-02-192026-02-19

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 19, 2026

ETSY, INC.

(Exact name of registrant as specified in its charter)

Delaware 001-36911 20-4898921 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

117 Adams Street Brooklyn, New York 11201 (Address of principal executive offices, including zip code) (718) 880-3660 (Registrant's telephone number, including area code) N/A (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common Stock, $0.001 par value per shareETSYNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.□

Item 2.02. Results of Operations and Financial Condition.

On February 19, 2026, Etsy, Inc. issued a press release announcing its financial results for the fourth quarter and full year ended December 31, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K and is hereby incorporated by reference.

Information in Item 2.02 and Exhibit 99.1 of this Form 8-K shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise incorporated by reference into any filing pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.Description 99.1 Press Release issued by Etsy, Inc. on February 19, 2026

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SIGNATURES

Pursuant to the requirements 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 hereunto duly authorized.

ETSY, INC.

By: /s/ Charles Baker Charles Baker Chief Financial Officer Dated: February 19, 2026

etsy-202602150001370637false00013706372026-02-152026-02-15

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 15, 2026

ETSY, INC.

(Exact name of registrant as specified in its charter)

Delaware001-3691120-4898921 (State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

117 Adams Street Brooklyn, New York 11201 (Address of principal executive offices, including zip code) (718) 880-3660 (Registrant's telephone number, including area code) N/A (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common Stock, $0.001 par value per shareETSYNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. □ 1

Item 1.01. Entry into a Material Definitive Agreement.

On February 15, 2026, Etsy, Inc., a Delaware corporation (“Etsy”), entered into a Sale and Purchase Agreement (the “Purchase Agreement”) to sell Depop Limited (“Depop”), a wholly-owned subsidiary of Etsy incorporated under the laws of England and Wales operating its two-sided fashion resale marketplace, to eBay Inc., a Delaware corporation (“Purchaser”). Pursuant to the Purchase Agreement, Purchaser will acquire all of the outstanding equity interests of Depop (the “Transaction”) for approximately $1.2 billion in cash, subject to certain adjustments specified in the Purchase Agreement, including for Depop’s working capital, transaction expenses, cash, and indebtedness as of the closing of the Transaction, as well as for the value of any forfeited equity awards of Depop employees continuing with Purchaser (the “Purchase Price”). The Purchase Price will also be adjusted, up to a specified cap, for certain investments Etsy and Depop may, in their sole discretion, make in the Depop business prior to the closing.

Each party’s obligation to consummate the Transaction is subject to certain closing conditions as set forth in the Purchase Agreement, including, among others, (i) subject to certain exceptions, the accuracy of the representations and warranties of the other party, (ii) performance in all material respects by the other party of its covenants, (iii) the receipt of certain specified required antitrust approvals, (iv) the absence of any law or order from certain governmental authorities prohibiting consummation of the Transaction, and (v) with respect to Purchaser’s obligation, the satisfaction of certain key employee retention conditions and the absence of a material adverse effect on Depop that is continuing. The transaction is currently expected to close in the second quarter of 2026, subject to the satisfaction of the closing conditions.

The Purchase Agreement contains representations, warranties and covenants that are customary for a transaction of this nature. Pursuant to the Purchase Agreement, Etsy and Purchaser will enter into a transition services agreement at the closing of the Transaction.

The Purchase Agreement also includes certain termination rights, including (i) by mutual written consent of Purchaser and Etsy, (ii) by either Purchaser or Etsy if a governmental authority permanently prohibits or makes illegal the consummation of the Transaction, and by Purchaser if a governmental authority imposes certain remedies in connection with the Transaction that are not required under the Purchase Agreement, (iii) by either Purchaser or Etsy if the Transaction has not been consummated by November 15, 2026, subject to a potential extension by either party to February 15, 2027 if necessary to obt

etsy-202510290001370637falseQ3202500013706372025-10-292025-10-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 29, 2025

ETSY, INC.

(Exact name of registrant as specified in its charter)

Delaware001-3691120-4898921 (State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

117 Adams Street Brooklyn, New York 11201 (Address of principal executive offices, including zip code) (718) 880-3660 (Registrant's telephone number, including area code) N/A (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common Stock, $0.001 par value per shareETSYNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. □ 1

Item 2.02. Results of Operations and Financial Condition. On October 29, 2025, Etsy, Inc. issued a press release announcing its financial results for the quarter ended September 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K and is hereby incorporated by reference. Information in Item 2.02 and Exhibit 99.1 of this Form 8-K shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise incorporated by reference into any filing pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing. Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.Description 99.1 Press Release issued by Etsy, Inc. on October 29, 2025

104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

2

SIGNATURES

Pursuant to the requirements 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 hereunto duly authorized.

ETSY, INC.

By: /s/ Charles Baker Charles Baker Chief Financial Officer Dated: October 29, 2025 3