EBAY

• GAAP EPS from continuing operations was $1.21; non-GAAP EPS was $1.60; GAAP operating margin 21.6%, non-GAAP 28.5%.
• Returned $448 million to stockholders in Q2, including $310 million share repurchases and $138 million cash dividends.
• Closed Depop acquisition on July 30, 2026 for $1.4 billion cash, including preliminary purchase price adjustments.
• Q3 2026 guidance: revenue $3.07-$3.12 billion, non-GAAP EPS $1.36-$1.42; declared $0.31 per share dividend.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Stockholders ratified PricewaterhouseCoopers LLP as independent auditor for fiscal year ending December 31, 2026, with 351,593,877 votes for.
• The advisory vote on named executive officer compensation passed with 323,495,796 votes for.
• A stockholder proposal to lower the special meeting ownership threshold failed, with 210,071,641 votes against.
• The meeting was reported under Item 5.07 as a submission of matters to a vote of security holders.

5.07 Submission of Matters to a Vote of Security Holders

• On May 12, 2026, eBay Inc. announced that its Board of Directors rejected GameStop Corp.'s unsolicited, non-binding acquisition proposal.
• GameStop's proposal included a highly confident letter from TD Securities (USA) LLC, dated May 1, 2026, indicating up to $20.0 billion in debt financing could be raised.
• eBay's Board cited factors such as standalone prospects, financing uncertainty, impact on long-term growth, leverage, operational risks, and GameStop's governance in its decision.
• The 8-K was filed under Items 7.01 and 8.01 to furnish the TD letter and the press release, respectively.

7.01 Regulation FD Disclosure · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• eBay stated it had no prior discussions with or outreach from GameStop before receiving the proposal.
• eBay's Board of Directors, with financial and legal advisors, will review the proposal, focusing on value to shareholders and GameStop's ability to deliver a binding, actionable offer.
• eBay advised shareholders to take no action at this time and said it does not intend to comment further until the Board completes its review.
• The filing was made under Item 7.01 Regulation FD Disclosure, with the press release attached as Exhibit 99.1.

7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• GMV was $22.2 billion, up 18% as-reported and 14% FX-neutral.
• GAAP EPS from continuing operations was $1.12; non-GAAP EPS was $1.66.
• Returned $639 million to stockholders, including $500 million in buybacks and $139 million in dividends.
• Q2 2026 guidance: revenue $2.97-$3.03 billion, non-GAAP EPS $1.46-$1.51.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• eBay's Board increased to 12 members with the appointment of Brian H. Sharples, effective March 20, 2026.
• Sharples co-founded HomeAway and previously served as its CEO and Chairman; he also led IntelliQuest Information Group.
• He currently serves as Board Chair of GoDaddy and as a board member of Ally Financial.
• His term expires at eBay's 2026 annual meeting of stockholders or when a successor is elected.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• GAAP diluted EPS from continuing operations was $1.14; non-GAAP diluted EPS was $1.41.
• Full year 2025 revenue was $11.1 billion, up 8% as-reported; GAAP diluted EPS was $4.26, non-GAAP $5.52.
• Q1 2026 guidance: revenue $3.00-$3.05 billion, non-GAAP EPS $1.53-$1.59.
• eBay agreed to acquire Depop, Inc. from Etsy for ~$1.2 billion cash, expected to close Q2 2026.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• The offering comprised $600,000,000 of 4.250% Notes due 2029 and $400,000,000 of 5.125% Notes due 2035.
• The notes were sold under an Underwriting Agreement dated November 3, 2025, with Citigroup Global Markets Inc., Deutsche Bank Securities Inc., and Goldman Sachs & Co. LLC as representatives.
• The notes are senior unsecured obligations, ranking equally with all other existing and future senior unsubordinated indebtedness.
• The notes are redeemable at eBay's option, and the company must offer to repurchase them at 101% of principal upon a Change of Control Triggering Event.
• The notes were issued under an indenture dated November 6, 2025, with Deutsche Bank Trust Company Americas as trustee.

8.01 Other Events · 9.01 Financial Statements and Exhibits