Etsy Inc 8-K Filing

FAQ

Key Financial Figures

• $0.001 — ange on which registered Common Stock, $0.001 par value per share ETSY New York Stock
• $750 Million — iling. Item 8.01. Other Events. New $750 Million Authorization for Stock Repurchases O
• $750 million — ion to repurchase up to an aggregate of $750 million of Etsy's common stock. The new share

Filing Documents

• etsy-20251216.htm (8-K) — 26KB
• ex31-bylaws2025.htm (EX-3.1) — 222KB
• ex9918-k121825.htm (EX-99.1) — 13KB
• etsy-20251216_g1.jpg (GRAPHIC) — 1012KB
• 0001370637-25-000106.txt ( ) — 2046KB
• etsy-20251216.xsd (EX-101.SCH) — 2KB
• etsy-20251216_lab.xml (EX-101.LAB) — 22KB
• etsy-20251216_pre.xml (EX-101.PRE) — 13KB
• etsy-20251216_htm.xml (XML) — 3KB

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On and effective as of December 16, 2025, the Board of Directors (the "Board") of Etsy, Inc. ("Etsy") amended and restated Etsy's Bylaws (as amended, the "Bylaws") to, among other things, enhance and clarify certain procedural and disclosure requirements related to shareholder nominations of directors, including updates to reflect Rule 14a-19 of the Securities Exchange Act of 1934, as amended. The Bylaws also include updates to matters related to meetings of shareholders and the Board, including who may preside over such meetings, and certain other technical, clarifying, and conforming changes. The preceding description is qualified in its entirety by reference to the Bylaws, which are filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure On December 18, 2025, Etsy issued a press release announcing a new share repurchase authorization and the appointment of Fred Wilson as Etsy's Lead Independent Director. A copy of this press release is furnished is as Exhibit 99.1 to this Current Report on Form 8-K. The information in Items 7.01 and 9.01 of this Form 8-K shall not be deemed "filed" for 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.

01. Other Events

Item 8.01. Other Events. New $750 Million Authorization for Stock Repurchases On December 16, 2025, the Board approved a new share repurchase authorization to repurchase up to an aggregate of $750 million of Etsy's common stock. The new share repurchase authorization has no expiration date and may be modified, suspended, or terminated at any time by the Board. The number of shares to be repurchased and the timing of repurchases will depend on a number of factors, including, but not limited to, stock price, trading volume, and general market conditions, along with Etsy's working capital requirements, general business conditions, and other factors. Under the new share repurchase authorization, Etsy may purchase shares of its common stock through various means, including open market transactions, privately negotiated transactions, tender offers, or any combination thereof. In addition, open market repurchases of common stock have been and could be made pursuant to trading plans established pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, which would permit common stock to be repurchased at a time that Etsy might otherwise be precluded from doing so under insider trading laws or self-imposed trading restrictions. Appointment of Fred Wilson as Lead Independent Director Also on December 16, 2025, the Board appointed the current Chair of the Board, Fred Wilson, to serve as Etsy's Lead Independent Director, effective January 1, 2026. The appointment follows the previously announced leadership transition in which Kruti Patel Goyal will become Etsy's Chief Executive Officer and Josh Silverman will step down as Chief Executive Officer and become Executive Chair, effective as of January 1, 2026.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Amended and Restated Bylaws of Etsy, Inc . 99.1 Press Release issued by Etsy, Inc. on December 18, 2025. 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document 2

SIGNATURES

SIGNATURES Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ETSY, INC. By: /s/ Colin Stretch Colin Stretch Chief Legal Officer Dated: December 19, 2025 3

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