Financial Analysis

Commitments and Contingencies Off-Balance Sheet Arrangements As of December 31, 2025, we had no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our consolidated financial condition, results of operations, liquidity, capital expenditures or capital resources. Litigation and Other Legal Matters We are involved in legal and regulatory proceedings on an ongoing basis. If we believe that a loss arising from such matters is probable and can be reasonably estimated, we accrue the estimated liability on our financial statements. If only a range of estimated losses can be determined, we accrue an amount within the range that, in our judgment, reflects the most likely outcome; if none of the estimates within that range is a better estimate than any other amount, we accrue the low end of the range. For those proceedings in which an unfavorable outcome is reasonably possible but not probable, we have disclosed an estimate of the reasonably possible loss or range of losses or we have concluded that an estimate of the reasonably possible loss or range of losses arising directly from the proceeding (i.e., monetary damages or amounts paid in judgment or settlement) is not material. If we cannot estimate the probable or reasonably possible loss or range of losses arising from a proceeding, we have disclosed that fact. In assessing the materiality of a proceeding, we evaluate, among other factors, the amount of monetary damages …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

Debt The following table summarizes the carrying value of our outstanding debt (in millions, except percentages): Coupon As of Effective As of Effective Rate December 31, 2025 Interest Rate December 31, 2024 Interest Rate Long-Term Debt Senior notes: Senior notes due 2025 1.900 % $ % $ 800 1.803 % Senior notes due 2025 5.900 % % 425 6.036 % Senior notes due 2026 1.400 % 750 1.252 % 750 1.252 % Senior notes due 2027 3.600 % 850 3.689 % 850 3.689 % Senior notes due 2027 5.950 % 300 6.064 % 300 6.064 % Senior notes due 2029 4.250 % 600 4.419 % % Senior notes due 2030 2.700 % 950 2.623 % 950 2.623 % Senior notes due 2031 2.600 % 750 2.186 % 750 2.186 % Senior notes due 2032 6.300 % 425 6.371 % 425 6.371 % Senior notes due 2035 5.125 % 400 5.226 % % Senior notes due 2042 4.000 % 750 4.114 % 750 4.114 % Senior notes due 2051 3.650 % 1,000 2.517 % 1,000 2.517 % Total senior notes 6,775 7,000 Hedge accounting fair value adjustments (1) (2) Unamortized discount and debt issuance costs (27) (23) Less: Current portion of long-term debt (750) (1,225) Total long-term debt 5,996 5,752 Short-Term Debt Current portion of long-term debt 750 1,225 Commercial paper 450 Unamortized discount and debt issuance costs (2) Total short-term debt 750 1,673 Total Debt $ 6,746 $ 7,425 (1) Includes the fair value adjustments to debt associated with interest rate swaps designated as fair value hedges. Senior Notes In 2025, we issued senior notes of $1.0 billion aggregate principal amount, which consisted o …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

Employee Benefit Plans Equity Incentive Plans We have equity incentive plans under which we grant equity awards inclusive of restricted stock units (RSUs), and performance-based restricted stock units (PBRSUs) to our directors, officers and employees. As of December 31, 2025, 805 million shares were authorized under our equity incentive plans and 46 million shares were available for future grant. RSU awards granted to eligible employees under our equity incentive plans generally vest in annual or quarterly installments over a period of four years and are subject to continued employment. In 2025, 2024 and 2023, certain executives were eligible to receive PBRSUs. Each PBRSU cycle has a three-year performance period (consisting of the average performance each year relative to the financial performance goals for that year), along with a total shareholder return modifier based on the Companys stock performance relative to the S&P 500 over a three-year performance period. The financial performance goals for each year of the performance period are approved by the Compensation and Human Capital Committee at the beginning of that year. The target number of shares subject to the PBRSU award are adjusted based on the Companys actual performance in relation to the target financial performance and then adjusted by the total shareholder return modifier at the end of the applicable performance period. Any earned PBRSUs vest, if at all, in March following the end of the applicable three- …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

Fair Value Measurement of Assets and Liabilities The following tables present our financial assets and liabilities measured at fair value on a recurring basis as of the dates indicated (in millions): December 31, 2025 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Cash, cash equivalents and restricted cash: Cash and cash equivalents $ 1,867 $ 1,867 $ $ Customer accounts 1,017 1,017 Restricted cash included in other current assets 170 170 Restricted cash included in other assets 1 1 Total cash, cash equivalents and restricted cash 3,055 3,055 Derivatives 39 29 10 Short-term investments: Corporate bonds 745 745 Commercial paper 243 243 Government and agency securities 64 64 Total short-term investments 1,052 1,052 Long-term investments: Corporate bonds 1,813 1,813 Government and agency securities 25 25 Total long-term investments 1,838 1,838 Total financial assets $ 5,984 $ 3,055 $ 2,919 $ 10 Liabilities: Derivatives $ 12 $ $ 12 $ December 31, 2024 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Cash, cash equivalents and restricted cash: Cash and cash equivalents $ 2,433 $ 2,433 $ $ Customer accounts 763 763 Restricted cash included in other current assets 88 88 Restricted cash included in other assets 2 2 Total cash, cash equivalents and restricted cash 3,2 …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

Income Taxes The following table presents the components of Income from continuing operations before income taxes for the periods indicated (in millions): Year Ended December 31, 2025 2024 2023 United States $ 1,325 $ 1,286 $ 704 International 982 992 3,003 $ 2,307 $ 2,278 $ 3,707 The following table summarizes the Income tax provision for the periods indicated (in millions): Year Ended December 31, 2025 2024 2023 Current: Federal $ 127 $ 985 $ 488 State and local 39 89 94 Foreign 101 97 95 267 1,171 677 Deferred: Federal 89 (993) 112 State and local 12 (46) (41) Foreign (57) 165 184 44 (874) 255 $ 311 $ 297 $ 932 The following table presents a reconciliation of the U.S. federal statutory rate of 21.0% to our effective tax rate pursuant to the prospective adoption of ASU 2023-09 for the year ended December 31, 2025 (in millions, except percentages): Year Ended December 31, 2025 Provision at U.S. federal statutory rate $ 484 21.0 % State and local income taxes, net of federal income tax effect (1) 48 2.1 % Foreign tax effects: Switzerland: Federal rate differential (114) (4.9) % Other (24) (1.0) % Cantonal taxes 63 2.7 % India: Withholding tax (40) (1.7) % Other foreign jurisdictions 11 0.5 % Enactment of changes in tax laws or enacted in the current period (65) (2.8) % Effect of cross-border tax laws Subpart F 11 0.5 % GILTI 30 1.3 % Tax credits Research and development tax credits (97) (4.2) % Changes in valuation allowance 6 0.3 % Nontaxable or nondeductible items Share-bas …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

Leases We have operating leases for office space, data centers and other corporate assets that we utilize under lease arrangements. The following table presents a summary of leases by balance sheet location as of the dates indicated (in millions): December 31, Balance Sheet Location 2025 2024 Assets Operating Operating lease right-of-use (ROU) assets $ 428 $ 427 Liabilities Operating - current Accrued expenses and other current liabilities $ 119 $ 118 Operating - noncurrent Operating lease liabilities 315 320 Total lease liabilities $ 434 $ 438 The following table presents components of lease expense for the periods indicated (in millions): Year Ended December 31, Statement of Income Location 2025 2024 2023 Operating lease costs (1) Cost of net revenues, Sales and marketing, Product development and General and administrative expenses $ 155 $ 147 $ 128 (1) Includes variable lease payments and sublease income that were immaterial for the years ended December 31, 2025, 2024 and 2023. The following table presents the maturity of lease liabilities under our non-cancelable operating leases as of the date indicated (in millions): December 31, 2025 2026 $ 137 2027 121 2028 87 2029 35 2030 30 Thereafter 82 Total lease payments 492 Less interest (58) Present value of lease liabilities $ 434 As of December 31, 2025, we have non-cancellable operating leases for offices that have not commenced with immaterial fixed lease payment obligations. We are not involved in the construction or desi …

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

Recently Adopted Accounting Pronouncements In 2022, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2022-03-Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The guidance clarifies the fair value measurement guidance for equity securities subject to contractual restrictions that prohibit the sale of an equity security. Further, the guidance introduces new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The standard is effective for annual reporting periods beginning after December 15, 2023, including interim reporting periods within those fiscal years. We adopted this guidance in the fourth quarter of 2023 with no material impact on our consolidated financial statements and related disclosures. In 2023, the FASB issued ASU 2023-07Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The guidance is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses enabling investors to better understand an entitys overall performance and assess potential future cash flows. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

Segments We have one reportable segment, which reflects how the chief operating decision maker (CODM), President and Chief Executive Officer, reviews and assesses performance of the business. The CODM assesses the performance of the Company and decides how to allocate resources based on consolidated net income reported on the consolidated statement of income. The CODM uses consolidated net income in deciding whether to reinvest profits into certain parts of the business or return a portion of such profits to shareholders through dividends and stock repurchases. Significant expense categories regularly provided to and reviewed by the CODM are those presented on the consolidated statement of income. The measure of segment assets is reported on the consolidated balance sheet as total assets, although the CODM does not evaluate asset information for purposes of allocating resources or evaluating performance. Net Revenues The following table summarizes net revenues by activity for the periods indicated (in millions): Year Ended December 31, 2025 2024 2023 Marketplace revenues $ 9,107 $ 8,648 $ 8,669 Advertising revenues 1,993 1,635 1,443 Total net revenues $ 11,100 $ 10,283 $ 10,112 Net Revenues by Geography Net revenues, inclusive of the effects of foreign exchange during each period, are attributed to the United States and international geographies primarily based upon the country in which the customer is located. The following table summarizes net revenues based on geography fo …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

Stockholders Equity Preferred Stock We are authorized, subject to limitations prescribed by Delaware law, to issue preferred stock in one or more series; to establish the number of shares included within each series; to fix the rights, preferences and privileges of the shares of each wholly unissued series and any related qualifications, limitations or restrictions; and to increase or decrease the number of shares of any series (but not below the number of shares of a series then outstanding) without any further vote or action by our stockholders. As of December 31, 2025 and 2024, there were 10 million shares of $0.001 par value preferred stock authorized for issuance, and no shares issued or outstanding. Common Stock Our Amended and Restated Certificate of Incorporation authorizes us to issue 3.58 billion shares of common stock. Stock Repurchase Program Our stock repurchase programs are intended to programmatically offset the impact of dilution from our equity compensation programs and, subject to market conditions and other factors, to make opportunistic and programmatic repurchases of our common stock to reduce our outstanding share count and return value to stockholders. Any share repurchases under our stock repurchase programs may be made through open market transactions, block trades, privately negotiated transactions (including accelerated share repurchase transactions) or other means at times and in such amounts as management deems appropriate and will be funded from …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

Commitments and Contingencies Off-Balance Sheet Arrangements As of March 31, 2026, we had no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our consolidated financial condition, results of operations, liquidity, capital expenditures or capital resources. Litigation and Other Legal Matters We are involved in legal and regulatory proceedings on an ongoing basis. If we believe that a loss arising from such matters is probable and can be reasonably estimated, we accrue the estimated liability in our financial statements. If only a range of estimated losses can be determined, we accrue an amount within the range that, in our judgment, reflects the most likely outcome; if none of the estimates within that range is a better estimate than any other amount, we accrue the low end of the range. For those proceedings in which an unfavorable outcome is reasonably possible but not probable, we have disclosed an estimate of the reasonably possible loss or range of losses or we have concluded that an estimate of the reasonably possible loss or range of losses arising directly from the proceeding (i.e., monetary damages or amounts paid in judgment or settlement) is not material. If we cannot estimate the probable or reasonably possible loss or range of losses arising from a proceeding, we have disclosed that fact. In assessing the materiality of a proceeding, we evaluate, among other factors, the amount of monetary damages cl …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

Debt The following table summarizes the carrying value of our outstanding debt as of the dates indicated (in millions, except percentages): Coupon Rate March 31, 2026 Effective Interest Rate December 31, 2025 Effective Interest Rate Long-Term Debt Senior Notes: Senior notes due 2026 1.400 % $ 750 1.252 % $ 750 1.252 % Senior notes due 2027 3.600 % 850 3.689 % 850 3.689 % Senior notes due 2027 5.950 % 300 6.064 % 300 6.064 % Senior notes due 2029 4.250 % 600 4.419 % 600 4.419 % Senior notes due 2030 2.700 % 950 2.623 % 950 2.623 % Senior notes due 2031 2.600 % 750 2.186 % 750 2.186 % Senior notes due 2032 6.300 % 425 6.371 % 425 6.371 % Senior notes due 2035 5.125 % 400 5.226 % 400 5.226 % Senior notes due 2042 4.000 % 750 4.114 % 750 4.114 % Senior notes due 2051 3.650 % 1,000 2.517 % 1,000 2.517 % Total senior notes 6,775 6,775 Hedge accounting fair value adjustments (1) (4) (2) Unamortized discount and debt issuance costs (27) (27) Less: Current portion of long-term debt (750) (750) Total long-term debt 5,994 5,996 Short-Term Debt Current portion of long-term debt 750 750 Total short-term debt 750 750 Total Debt $ 6,744 $ 6,746 (1) Includes the fair value adjustments to debt associated with interest rate swaps designated as fair value hedges. Senior Notes In November 2025, we issued $1.0 billion aggregate principal amount of senior notes, which consisted of $600 million aggregate principal amount of 4.250% fixed rate notes due 2029 and $400 million aggregate principal amoun …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

Employee Benefit Plans Restricted Stock Unit Activity The following table presents restricted stock unit (RSU) activity under our equity incentive plans for the period indicated (in millions): Units Outstanding as of January 1, 2026 19 Awarded 1 Vested (3) Forfeited (1) Outstanding as of March 31, 2026 16 The weighted average grant date fair value for RSUs awarded for the three months ended March 31, 2026 was $83.09 per share. Stock-Based Compensation Expense The following table presents the impact on our results of continuing operations of recording stock-based compensation expense for the periods indicated (in millions): Three Months Ended March 31, 2026 2025 Cost of net revenues $ 11 $ 9 Sales and marketing 47 20 Product development 76 69 General and administrative 22 38 Total stock-based compensation expense $ 156 $ 136 …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

Fair Value Measurement of Assets and Liabilities The following tables present our financial assets and liabilities measured at fair value on a recurring basis as of the dates indicated (in millions): March 31, 2026 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Cash, cash equivalents and restricted cash: Cash and cash equivalents $ 2,894 $ 2,894 $ $ Customer accounts 1,186 1,186 Restricted cash included in other current assets 153 153 Restricted cash included in other assets 1 1 Total cash, cash equivalents and restricted cash 4,234 4,234 Derivatives 45 44 1 Short-term investments: Corporate bonds 656 656 Commercial paper 226 226 Government and agency securities 84 84 Total short-term investments 966 966 Long-term investments: Corporate bonds 1,221 1,221 Government and agency securities 23 23 Total long-term investments 1,244 1,244 Total financial assets $ 6,489 $ 4,234 $ 2,254 $ 1 Liabilities: Derivatives $ 18 $ $ 18 $ December 31, 2025 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Cash, cash equivalents and restricted cash: Cash and cash equivalents $ 1,867 $ 1,867 $ $ Customer accounts 1,017 1,017 Restricted cash included in other current assets 170 170 Restricted cash included in other assets 1 1 Total cash, cash equivalents and restricted cash 3,055 …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

Income Taxes We are subject to both direct and indirect taxation in the United States and various states and foreign jurisdictions. We are under examination by certain tax authorities for the 2017 to 2024 tax years. We believe that adequate amounts have been reserved for any adjustments that may ultimately result from these or other examinations. The material jurisdictions where we are subject to potential examination by tax authorities for tax years after 2009 include, among others, the United States (at the federal level and in the State of California), Germany, India, Switzerland and the United Kingdom. We have recognized the tax consequences of all foreign unremitted earnings and management has no specific plans to indefinitely reinvest the unremitted earnings of our foreign subsidiaries as of the balance sheet date. In the second quarter of 2025, we made the final payment of $292 million related to the repatriation of foreign earnings previously included in Income taxes payable on our condensed consolidated balance sheet as of December 31, 2024. We have not provided for deferred taxes on outside basis differences in our investments in our foreign subsidiaries that are unrelated to unremitted earnings. These basis differences will be indefinitely reinvested. A determination of the unrecognized deferred taxes related to these other components of our outside basis difference is not practicable. On July 4, 2025, the United States enacted the One Big Beautiful Bill Act. Inclu …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

Recently Adopted Accounting Pronouncements In 2023, the Financial Accounting Standards Board (FASB) issued ASU 2023-07Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The guidance is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses enabling investors to better understand an entitys overall performance and assess potential future cash flows. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. The standard is effective for annual reporting periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. We adopted this guidance in the fourth quarter of 2024 with no material impact on our consolidated financial statements and related disclosures. In 2023, the FASB issued ASU 2023-08IntangiblesGoodwill and OtherCrypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets. The guidance addresses the accounting and disclosure requirements for certain crypto assets and requires entities to subsequently measure certain crypto assets at fair value, with changes in fair value recognized in net income in each reporting period. In addition, entities are re …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

Segments We have one reportable segment, which reflects how the chief operating decision maker (CODM), the Companys President and Chief Executive Officer, reviews and assesses performance of the business. The CODM assesses the performance of the Company and decides how to allocate resources based on consolidated net income reported in the condensed consolidated statement of income. The CODM uses consolidated net income in deciding whether to reinvest profits into certain parts of the business or return a portion of such profits to shareholders through dividends and stock repurchases. Significant expense categories regularly provided to and reviewed by the CODM are those presented in the condensed consolidated statement of income. The measure of segment assets is reported on the condensed consolidated balance sheet as total assets, although the CODM does not evaluate asset information for purposes of allocating resources or evaluating performance. Net Revenues The following table summarizes net revenues by activity for the periods indicated (in millions): Three Months Ended March 31, 2026 2025 Marketplace revenues $ 2,508 $ 2,143 Advertising revenues 581 442 Total net revenues $ 3,089 $ 2,585 Net Revenues by Geography Net revenues, inclusive of the effects of foreign exchange during each period, are attributed to the United States and international geographies primarily based upon the country in which the customer is located. The following table summarizes the allocation of ne …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

Stockholders Equity Stock Repurchase Program Our stock repurchase programs are intended to programmatically offset the impact of dilution from our equity compensation programs and, subject to market conditions and other factors, to make opportunistic and programmatic repurchases of our common stock to reduce our outstanding share count and return value to stockholders. Any share repurchases under our stock repurchase programs may be made through open market transactions, block trades, privately negotiated transactions (including accelerated share repurchase transactions) or other means at times and in such amounts as management deems appropriate and will be funded from our working capital or other financing alternatives. Our stock repurchase programs may be limited or terminated at any time without prior notice. The timing and actual number of shares repurchased will depend on a variety of factors, including corporate and regulatory requirements, price and other market conditions and managements determination as to the appropriate use of our cash. Cash paid related to the repurchase of common stock was classified as a financing activity on our consolidated statement of cash flows. In February 2026, our Audit Committee authorized an incremental $2.0 billion under our stock repurchase program in addition to the $5.0 billion previously authorized in 2024. Our stock repurchase program has no expiration from the date of authorization. The following table summarizes stock repurchas …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing