ETSY

EX-99.2

3 exhibit9928526.htm

EX-99.2

Document

Exhibit 99.2

Hi everyone,

As you heard me share during our livestream a few moments ago, today we're announcing changes to our organization to better position Etsy for the future. As a result, we will be saying goodbye to approximately 220 colleagues across the company, with most of the changes concentrated in Product & Engineering.

This year, we have made real progress orienting Etsy around our most urgent priorities. Teams across the company have sharpened their focus and moved with more discipline against the work that matters most for our customers. That work is beginning to show up in our marketplace performance and financial results, and I'm grateful for everything you've done to help get us here.

You've heard me say that our first priority was to get the business growing again. Our ultimate goal, though, has always been to take Etsy to the next level of growth so we can fully deliver on our mission and our potential. We are now at the point where we need to make that shift - to build the team, culture, and organization that will make that possible.

This announcement is the hardest part of that work. Many of us are saying goodbye to teammates we’ve worked alongside and learned from for years. It’s natural to feel sadness, uncertainty, and confusion – because we’re human.

Our departing colleagues have all played an important part in getting Etsy to where it is today, and have had a meaningful impact on all of us who have had the privilege of working with them. I am personally deeply grateful for everything they have helped build.

I know there’s nothing I can say that will make this easier or feel better. What I can do is explain why we made this decision and how it fits into the broader work ahead.

Why are we making this change?

One of my responsibilities is to make decisions not only for the Etsy we are today, but for the Etsy we want to become. My goal is to build a company that continues to deliver for our buyers and sellers over the long term.

That starts with acknowledging how the world around us is changing and how we need to evolve alongside it. Buyers are discovering products in new ways. Sellers have access to increasingly powerful tools to build their businesses. And the expectations they have of Etsy continue to rise.

Shortly after I returned to Etsy, I shared what I believed we needed to do to meet those expectations and realize Etsy's full potential, based on the feedback I heard during my listening tour. First, we needed to restore the health of our marketplace and return to growth. Second, we needed to build a workplace that empowers people to do their best work. And third, we needed a clearer long-term vision for where Etsy is headed.

Over the past year, we've made meaningful progress on the first of those commitments. But as our business has become healthier, it's become clear that delivering on the other two requires us to keep evolving. We owe you not only a stronger marketplace, but also an organization and a strategy that can sustain that progress for years to come.

Today's announcement is about building the organization we believe Etsy needs for the future. Tomorrow and in the weeks ahead, I'll share more about how we're thinking about investing in our teams and the strategic vision that will guide our next chapter.

Why now?

Some of you may be wondering why we're making these changes now, especially as we're beginning to see progress reflected in our financial results. It's a fair question. The answer is that today's decisions aren't a reflection of this quarter or even this year, but of where Etsy needs to go next.

The progress we've made gives us the chance to act from a position of strength. This means we can shape our future proactively rather than react to it.

We're also getting ready to plan for 2027. We didn’t want to ask teams to build those plans around an organization we already knew needed to change.

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How did we make these decisions?

I asked leaders to start by looking at what it would take to build for Etsy's future and to design the teams they believed were best positioned to deliver that work. Once those teams were defined, they considered how each person's skills, experience, and performance aligned with the needs of those roles.

We know these decisions have a real human impact. We made them only after thoughtful consideration because we believe they are necessary to build the organization Etsy needs for its next chapter.

What this is not

First, our goal wasn’t to cut costs. Cost savings are a consequence of these changes, but they are not the objective. We didn't start this work with a cost reduction target or a goal of making Etsy smaller. You'll continue to see us invest in the business and the team and hire in areas that are important to our long-term strategy.

Second, these decisions weren't driven by AI. Ultimately, our future depends on the creativity, judgment, and expertise of our peop

etsy-20260429

0001370637falseQ1202600013706372026-04-292026-04-29

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): April 29, 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 2.02. Results of Operations and Financial Condition.

On April 29, 2026, Etsy, Inc. issued a Shareholder Letter announcing its financial results for the quarter ended March 31, 2026. A copy of the Shareholder Letter 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

Shareholder Letter issued by Etsy, Inc. on April 29, 2026

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: April 29, 2026

3

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

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

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