On May 21, 2026, Etsy, Inc., a Delaware corporation ("Etsy"), entered into a letter agreement (the "Letter Agreement") with eBay Inc., a Delaware corporation ("Purchaser"), in connection with the previously announced Sale and Purchase Agreement, dated as of February 15, 2026 (the "Purchase Agreement"), between Etsy and Purchaser, pursuant to which Purchaser agreed to acquire all of the outstanding equity interests of Depop Limited ("Depop"), a wholly-owned subsidiary of Etsy, from Etsy (the "Transaction").

As announced on April 29, 2026, the parties expect the Transaction to close by the end of the third quarter of 2026, rather than the prior expectation of the second quarter of 2026.

As previously disclosed, the purchase price of approximately $1.2 billion will 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 of the Transaction, along with certain other adjustments specified in the Purchase Agreement. The Purchase Agreement provides that Purchaser will be required to pay Etsy a termination fee of $90 million if the Purchase Agreement is terminated as a result of a failure to achieve certain regulatory clearances. The Purchase Agreement provides further that, upon certain termination events, Purchaser will be required to pay Etsy an additional termination fee of $70 million.

In light of the duration of the pre-closing period for the Transaction, the Letter Agreement is intended to enable Etsy and Depop to make continued investments, in their sole discretion, to maintain the competitiveness of the Depop business. The Letter Agreement provides that, if the Purchase Agreement is validly terminated (other than as a result of a willful breach by Etsy of certain of its obligations under the Purchase Agreement or Etsy's fraud), Purchaser will pay Etsy an additional fee in an amount that depends on the date of such termination, ranging from $0 if such termination occurs on or before June 15, 2026 to $136 million if such termination occurs after July 31, 2026.