ETSY INC 8K

eBay Inc. and Etsy, Inc. executed a Second Amendment to their Sale and Purchase Agreement to revise closing timing, lockbox and pricing mechanics, tax and leakage provisions, and the termination fee structure, while waiving and confirming certain closing conditions for eBay’s pending acquisition of Etsy’s business.

On July 12, 2026, eBay Inc. and Etsy, Inc. entered into a Second Amendment to their February 15, 2026 Sale and Purchase Agreement, under which eBay is acquiring Etsy’s business, to modify the closing mechanics, economic framework, and certain conditions to closing. The amendment introduces a July 17, 2026 lockbox date and associated “Reference Time,” redefines key tax and working capital concepts around that date, implements a SOFR-based interest mechanism on the purchase price from the lockbox date to closing, and expands the definition of transaction expenses to include specified retention and long-term cash awards and post-lockbox “Leakage.” eBay irrevocably waives reliance under Article VIII on certain closing conditions based on pre-amendment events and agrees that only post-amendment, intentional seller actions with specified knowledge can be considered for certain bring-down conditions, while both parties agree to revised procedures for preparation and allocation of tax returns and liabilities, including detailed treatment of pre-closing and post-closing tax periods, Straddle Periods, and specified R&D tax credits. The amendment also fixes revised closing timing (no earlier than July 30, 2026 and two business days after conditions are met), confirms that certain conditions in Sections 8.1(e) and 8.2(d) are irrevocably satisfied, adjusts the business disruption termination fee schedule (capped at $158 million and increasing after July 15, 2026), and clarifies that insider receivables/payables will be fully settled via a seller capital contribution prior to closing, while otherwise leaving the original SPA in full force and effect.

Filing Facts

CIK

1370637

Ticker

-

Form

8K

Source Type

sec

Accession

0001370637-26-000066

Alert Tier

8