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| Item 1. | Condensed Consolidated Financial Statements (Unaudited) |
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| Notes to Condensed Consolidated Financial Statements | Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | Item 3. | Quantitative and Qualitative Disclosures About Market Risk | Item 4. | Controls and Procedures | Item 1. | Legal Proceedings | Item 1A. | Risk Factors | Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | Item 3. | Defaults Upon Senior Securities | Item 4. | Mine Safety Disclosures | Item 5. | Other Information | Item 6. | Exhibits | | Signatures |
Unless the context otherwise requires, we use the terms “Etsy,” the “Company,” “we,” “us,” and “our” in this Quarterly Report on Form 10-Q (“Quarterly Report”) to refer to Etsy, Inc. and, where appropriate, our consolidated subsidiaries.
See Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Operating and Financial Metrics” for the definitions of the following terms used in this Quarterly Report: “active buyer,” “active seller,” “Adjusted EBITDA,” “Adjusted EBITDA margin,” “currency-neutral GMS,” “GMS,” and “U.S. Buyer GMS.”
Etsy has used, and intends to continue using, its investor relations website and the Etsy News Blog (etsy.com/news) to disclose material non-public information and to comply with its disclosure obligations under Regulation FD. Accordingly, you should monitor our investor relations website and the Etsy News Blog in addition to following our press releases, SEC filings, and public conference calls and webcasts.
Note Regarding Forward-Looking Statements
This Quarterly Report contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements include, but are not limited to, statements relating to our mission, our opportunity and potential to grow; our leadership transition; the impact of our “Right to Win” and other growth strategies, including marketing and product initiatives, investments (including in artificial intelligence), and other levers for growth, on our business and operating results, including future gross merchandise sales (“GMS”) and revenue growth; our ability to attract, engage, and retain buyers and sellers; our ability to recruit and retain a diverse group of employees; our ability to maintain profitability; strategic investments or acquisitions, product and marketing investments, and the potential benefits thereof; our ability to maintain trustworthy marketplaces; the impact that global macroeconomic, domestic and geopolitical uncertainty and volatility may have on our business, strategy, operating results, key metrics, financial condition, profitability, and cash flows; the effects on consumer behavior from cultural, weather and political events; the impact of tariffs, changes to or elimination of de minimis exemptions, or any other circumstances that hinder cross-border trade; our ability to expand beyond our top geographies; and uncertainty regarding and continued pressure on levels of consumer discretionary product spending and e-commerce generally. Forward-looking statements include all statements that are not historical facts. In some cases, forward-looking statements can be identified by terms such as “aim,” “anticipate,” “believe,” “could,” “enable,” “estimate,” “expect,” “goal,” “intend,” “may,” “optimistic,” “outlook,” “plan,” “potential,” “project,” “seek,” “should,” “target,” “will,” “would,” or similar expressions and derivative forms and/or negatives of those terms.
Forward-looking statements are not guarantees of performance and involve known and unknown risks and uncertainties. Other factors may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. Those risks include those described in Part II, Item 1A, “Risk Factors” and elsewhere in this Quarterly Report. Given these uncertainties, you should read this Quarterly Report in its entirety and not place undue reliance on any forward-looking statements in this Quarterly Report.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report and, although we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.
Moreover, we operate in a competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements made in this Quarterly Report. In light of these risks, uncertainties, and assumptions, the future events and trends discussed in this Quarterly Report may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. In addition, the global economic climate and general market, political, economic, and business conditions may amplify many of these risks.
Forward-looking statements represent our beliefs and assumptions only as of the date of this Quarterly Report. We disclaim any obligation to update forward-looking statements.
Summary Risk Factors
Our business is subject to numerous risks. The following summary highlights some of the risks we are exposed to in the normal course of our business activities. This summary is not complete and the risks summarized below are not the only risks we face. You should review and consider carefully the risks and uncertainties described in more detail in Part II, Item 1A, “Risk Factors,” which includes a more complete discussion of the risks summarized below as well as a discussion of other risks related to our business and an investment in our common stock.
Financial Performance and Operational Risks Related to Our Business
•Our quarterly operating results have and may continue to fluctuate for a variety of reasons, many of which are beyond our control, including economic downturns, inflation, political crises, geopolitical events, and other Macro Conditions (as defined below), which can cause significant stock price fluctuations.
•We may fail to meet our publicly announced guidance or other expectations about our business and future operating results, which could cause our stock price to decline.
•The trustworthiness and safety of our marketplaces and the connections within our communities are important to our success. Our business, financial performance, and growth depend on our ability to attract and retain active and engaged communities of buyers and sellers. If we are unable to retain our existing buyers and sellers and activate new ones, our financial performance could decline.
•We track certain operational metrics with internal systems and tools or manual processes, and do not independently verify such metrics. Certain of these metrics are subject to inherent challenges in measurement, and any real or perceived inaccuracies may adversely affect our business and reputation.
•If we experience a technology disruption that results in a loss of information, if personal data or sensitive information about members of our communities or employees is misused or disclosed, or if we or our third-party providers are unable to protect against software and hardware vulnerabilities, service interruptions, cyber-related events, ransomware, security incidents, or other security breaches, then members of our communities may curtail use of our platforms, we may be exposed to liability or incur additional expenses, and our reputation might suffer.
•Our business depends on continued use of and unimpeded access to third-party technology, services, platforms, and infrastructure that we rely upon to maintain and scale our platform and our business operations. If the widely adopted mobile, social, search, and/or advertising solutions that we, our sellers, and our buyers rely on as part of our key offering are no longer available or effective, or if access to these major platforms is limited, the use of our marketplaces could decline.
•Our payments systems have both operational and compliance risks, including in-house execution risk, dependency on third-party providers, and a complex landscape of evolving laws, regulations, rules, and standards.
•Our ability to recruit and retain a talented and broadly diverse group of employees and retain key employees is important to our success. Significant attrition or turnover could impact our ability to grow our business.
Strategic Risks Related to Our Business and Industry
•We face intense competition and may not be able to compete effectively.
•Enforcement of our marketplace policies may negatively impact our brands, reputation, and/or our financial performance.
•If we are not able to keep pace with technological changes, and enhance our current offerings and develop new offerings to respond to the changing needs of sellers and buyers, our business, financial performance, and growth may be harmed.
•Growing the Etsy marketplace globally is part of our strategy, and our business could be harmed by the continued imposition of barriers to international trade, such as the elimination of the de minimis exemption for commercial goods imported into the United States.
•We have incurred impairment charges for our goodwill and other long-lived tangible and intangible assets, and may incur further impairment charges in the future, which would negatively impact our operating results.
•We may engage in acquisitions, dispositions, or strategic partnerships, which may divert management’s attention and/or prove to be unsuccessful.
•We are subject to risks related to our environmental, social, and governance activities and disclosures.
•We have a significant amount of convertible debt and may incur additional debt in the future.
Regulatory, Compliance, and Legal Risks
•Failure to deal effectively with fraud or other illegal activity could harm our business.
•Compliance with evolving global legal and regulatory requirements and/or available safe harbors, including privacy and data protection laws, tax laws, product liability laws, laws regulating speech and platform monitoring or moderation, laws regulating payments services providers, antitrust laws, intellectual property and counterfeiting regulations, may materially impact our time, resources, and ability to grow our business.
•We are regularly involved in litigation, arbitration, and regulatory matters that are expensive and time consuming and that may require changes to our strategy, the features of our marketplaces and/or how our business operates.
•We may be subject to intellectual property and similar claims, which, even if meritless, could be extremely costly to defend, damage our brands, require us to pay significant damages, and limit our ability to use certain technologies or business strategies in the future.
Other Risks
•Future sales and issuances of our common stock or rights to purchase common stock, including upon conversion of our convertible notes, could result in additional dilution to our stockholders and could cause the price of our common stock to decline.
Part I - Financial Information
Item 1. Condensed Consolidated Financial Statements (Unaudited).
Etsy, Inc.
Consolidated Balance Sheets (Unaudited)
(In thousands, except per share amounts)
| | | | | | | | | | | |
| As of September 30, 2025 | | As of December 31, 2024 |
| ASSETS | | | |
| Current assets: | | | |
| Cash and cash equivalents | $ | | | | $ | | |
| Short-term investments | | | | | |
Accounts receivable, net of expected credit losses of $ and $ as of September 30, 2025 and December 31, 2024, respectively | | | | | |
| Prepaid and other current assets | | | | | |
| | |
| | |
| Funds receivable and seller accounts | | | | | |
| Total current assets | | | | | |
| Restricted cash | | | | | |
Property and equipment, net of accumulated depreciation and amortization of $ and $ as of September 30, 2025 and December 31, 2024, respectively | | | | | |
| | |
| Goodwill | | | | | |
Intangible assets, net of accumulated amortization of $ and $ as of September 30, 2025 and December 31, 2024, respectively | | | | | |
| Deferred tax assets | | | | | |
| Long-term investments | | | | | |
| Other assets | | | | | |
| Total assets | $ | | | | $ | | |
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | | | |
| Current liabilities: | | | |
| Accounts payable | $ | | | | $ | | |
| Accrued expenses | | | | | |
| Finance lease obligations—current | | | | | |
| Funds payable and amounts due to sellers | | | | | |
| Deferred revenue | | | | | |
| Other current liabilities | | | | | |
| Total current liabilities | | | | | |
| Finance lease obligations—net of current portion | | | | | |
| | |
| | |
| Deferred tax liabilities | | | | | |
| | |
| Long-term debt, net | | | | | |
| Other liabilities | | | | | |
| Total liabilities | | | | | |
| Commitments and contingencies (Note 11) | | | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| Stockholders’ deficit: | | | |
Common stock ($ par value, shares authorized as of September 30, 2025 and December 31, 2024; and shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively) | | | | | |
Preferred stock ($ par value, shares authorized as of September 30, 2025 and December 31, 2024) | | | | | |
| Additional paid-in capital | | | | | |
| Accumulated deficit | () | | | () | |
| Accumulated other comprehensive loss | () | | | () | |
| Total stockholders’ deficit | () | | | () | |
| Total liabilities and stockholders’ deficit | $ | | | | $ | | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
Consolidated Statements of Operations (Unaudited)
(In thousands, except per share amounts)
| | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended September 30, | | Nine Months Ended September 30, |
| | 2025 | | 2024 | | 2025 | | 2024 |
| Revenue | $ | | | | $ | | | | $ | | | | $ | | |
| Cost of revenue | | | | | | | | | | | |
| Gross profit | | | | | | | | | | | |
| Operating expenses: | | | | | | | |
| Marketing | | | | | | | | | | | |
| Product development | | | | | | | | | | | |
| General and administrative | | | | | | | | | | | |
| Asset impairment charge | | | | | | | | | | | |
| Total operating expenses | | | | | | | | | | | |
| Income from operations | | | | | | | | | | | |
| Other income (expense): | | | | | | | |
| | |
| Interest expense | () | | | () | | | () | | | () | |
| Interest and other income | | | | | | | | | | | |
| | |
|
)
)
)
) | | $ | | | | $ | | | | $ | () | | | $ | () | | | $ | () | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(1)
The accompanying notes are an integral part of these condensed consolidated financial statements.
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In thousands)
| | | | | | | | | | | |
| | Nine Months Ended September 30, |
| | 2025 | | 2024 |
| Cash flows from operating activities | | | |
| Net income | $ | | | | $ | | |
| Adjustments to reconcile net income to net cash provided by operating activities: | | | |
| Stock-based compensation expense | | | | | |
| | |
| Depreciation and amortization expense | | | | | |
| Provision for expected credit losses | | | | | |
| | |
| | |
| | |
| Deferred provision (benefit) for income taxes | | | | () | |
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| Asset impairment charge | | | | | |
| Other non-cash expense (income), net | | | | () | |
| | |
| | |
| Changes in operating assets and liabilities (net of impact of sale of business): | | | |
| Current assets | () | | | | |
| | |
| | |
| Non-current assets | | | | () | |
| Current liabilities | () | | | () | |
| | |
| | |
| | |
| Non-current liabilities | () | | | | |
| Net cash provided by operating activities | | | | | |
| Cash flows from investing activities | | | |
| | |
| | |
| Purchases of property and equipment | () | | | () | |
| Website and app development | () | | | () | |
| Purchases of investments | () | | | () | |
| Sales and maturities of investments | | | | | |
| | |
| Proceeds from sale of business, net of cash | | | | | |
| Net cash provided by (used in) investing activities | | | | () | |
| Cash flows from financing activities | | | |
| Payment of tax obligations on vested equity awards | () | | | () | |
| Repurchase of stock | () | | | () | |
| | |
| Proceeds from exercise of stock options | | | | | |
| | |
| Proceeds from issuance of convertible senior notes | | | | | |
| Payment of debt issuance costs | () | | | | |
| | |
| | |
| Payments on finance lease obligations | () | | | () | |
| | |
| | |
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| Other financing, net | () | | | | |
| Net cash used in financing activities | () | | | () | |
| Effect of exchange rate changes on cash | | | | | |
| Net increase (decrease) in cash and cash equivalents | | | | () | |
| Cash and cash equivalents at beginning of period | | | | | |
| Cash, cash equivalents, and restricted cash at end of period | $ | | | | $ | | |
| | | | | | | | | | | |
| Nine Months Ended September 30, |
| 2025 | | 2024 |
| Supplemental cash flow disclosures: | | | |
| Cash paid for income taxes, net of refunds | $ | | | | $ | | |
| Supplemental non-cash disclosures: | | | |
| Stock-based compensation capitalized in website and app development and asset additions in exchange for liabilities | $ | | | | $ | | |
|
|
|
The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the Consolidated Balance Sheets that sum to the total of the same such amounts shown above:
| | | | | | | | | | | |
| Nine Months Ended September 30, |
| 2025 | | 2024 |
| | |
| | |
| | |
| | |
| | |
| Ending balance: | | | |
| Cash and cash equivalents | $ | | | | $ | | |
| Restricted cash | | | | | |
| Total cash, cash equivalents, and restricted cash | $ | | | | $ | | |
The accompanying notes are an integral part of these condensed consolidated financial statements.
Etsy, Inc.
Notes to Condensed Consolidated Financial Statements
Etsy, Inc.
Notes to Consolidated Financial Statements
million in the first quarter of 2025 related to the Reverb reporting unit. The Company completed the sale of Reverb in the second quarter of 2025. See “Note 6—Goodwill” and “Note 5—Sale of Business” for further information.
Etsy, Inc.
Notes to Consolidated Financial Statements
| | $ | | | | $ | | | | $ | | |
| Services revenue | | | | | | | | | | | |
| Revenue | $ | | | | $ | | | | $ | | | | $ | | |
Contract balances
Deferred revenues
The amount of revenue recognized in the nine months ended September 30, 2025 that was included in the deferred balance at January 1, 2025 was $ million.
% representing an income tax provision recorded on net income before tax. The effective tax rate for the nine months ended September 30, 2025 was unfavorably impacted by non-deductible goodwill impairment, tax deficiencies from stock-based compensation resulting from a lower stock price at vesting of restricted stock units compared to the stock price upon grant, valuation allowance recorded against losses generated by certain foreign jurisdictions, and state income taxes, partially offset by favorable impacts of foreign operations taxed at a lower rate and a benefit related to a research and development tax credit.Although management believes its tax positions and related provisions reflected in the condensed consolidated financial statements are fully supportable, it recognizes that these tax positions and related provisions may be challenged by various tax authorities. These tax positions and related provisions are reviewed on an ongoing basis and are adjusted as additional facts and information become available, including progress on tax audits, changes in interpretation of tax laws, developments in case law and closing of statute of limitations. To the extent that the ultimate results differ from the original or adjusted estimates of the Company, the effect will be recorded in the provision for income taxes.
A significant period of time may elapse between the filing of an income tax return and the ultimate resolution of an issue raised by a revenue authority with respect to that return. Any adjustments as a result of any examination may result in additional taxes and/or penalties against the Company. If the ultimate result of these audits differ from original or adjusted estimates, they could have a material impact on the Company’s tax provision.
The amount of unrecognized tax benefits included in the Consolidated Balance Sheets increased $ million in the nine months ended September 30, 2025, from $ million as of December 31, 2024 to $ million as of September 30, 2025. The total amount of unrecognized tax benefits that, if recognized, would favorably affect the effective tax rate is $ million as of September 30, 2025. The total amount of unrecognized tax benefits relating to the Company’s tax positions is subject to change based on future events including, but not limited to, the settlements of ongoing audits and/or the expiration of applicable statutes of limitations. The outcomes and timing of such events are highly uncertain and a reasonable estimate of the range of gross unrecognized tax benefits, excluding interest and penalties, that could potentially be reduced during the next 12 months cannot be made.
The Company recognizes interest and/or penalties related to uncertain tax positions in income tax expense. For the nine months ended September 30, 2025, the Company recorded interest and penalties of $ million as a component of income tax expense, which increased the cumulative balance from $ million as of December 31, 2024 to $ million as of September 30, 2025.
Etsy, Inc.
Notes to Consolidated Financial Statements
| | $ | | | | $ | | | | $ | | | | | |
| Add back interest expense, net of tax attributable to assumed conversion of convertible senior notes (1) | | | | | | | | | | | |
| | |
| | |
| Net income attributable to common stockholders—diluted | $ | | | | $ | | | | $ | | | | $ | | |
| | | | | | | |
| Denominator: | | | | | | | |
| Weighted-average common shares outstanding—basic | | | | | | | | | | | |
| | |
| Dilutive effect of outstanding stock-based compensation awards | | | | | | | | | | | |
| | |
| Dilutive effect of assumed conversion of convertible senior notes (1) | | | | | | | | | | | |
| | |
| Weighted-average common shares outstanding—diluted | | | | | | | | | | | |
| | | | | | | |
| Net income per share attributable to common stockholders—basic | $ | | | | $ | | | | $ | | | | $ | | |
| Net income per share attributable to common stockholders—diluted | $ | | | | $ | | | | $ | | | | $ | | |
| | |
| | | | | | | | | | | | |
| Convertible senior notes (1) | | | | | | | | | | | |
| Total anti-dilutive securities | | | | | | | | | | | |
(1)The $ million aggregate principal amount of % Convertible Senior Notes due 2030 (the “2025 Notes”), the $ billion aggregate principal amount of % Convertible Senior Notes due 2028 (the “2021 Notes”), the $ million aggregate principal amount of % Convertible Senior Notes due 2027 (the “2020 Notes”), and the $ million aggregate principal amount of % Convertible Senior Notes due 2026 (the “2019 Notes” and, together with the 2025 Notes, 2021 Notes and 2020 Notes, the “Notes”) were dilutive for the three months ended September 30, 2025. The 2020 Notes and 2019 Notes were dilutive, while the 2025 Notes and 2021 Notes were anti-dilutive, for the nine months ended September 30, 2025.
Etsy, Inc.
Notes to Consolidated Financial Statements
Note 5—
million in cash, subject to certain closing adjustments. The transaction closed on June 2, 2025 and the Company recorded a loss on sale of $ million during the nine months ended September 30, 2025. The loss on sale is the difference between the fair value of the consideration received of $ million and the carrying amount of Reverb’s net assets as of the closing date of $ million.
| | Funds receivable and seller accounts | | |
| Other current assets | | |
| Total current assets | | |
| Property and equipment, net | | |
| Intangible assets, net | | |
| Other assets | | |
| Total assets | $ | | |
| LIABILITIES | |
| Current liabilities: | |
| Funds payable and amounts due to sellers | $ | | |
| Other current liabilities | | |
| Total current liabilities | | |
| Deferred tax liabilities | | |
| Other liabilities | | |
| Total liabilities | $ | | |
| | $ | | | | | |
| Impairment charge | () | | | | |
| Foreign currency translation adjustments | | | | () | |
| Balance as of the end of the period | $ | | | | $ | | |
During the first quarter of 2025, circumstances changed for the Reverb reporting unit, making a sale of the business more likely than not. This triggered a quantitative impairment test of its goodwill, finite-lived intangible assets, and other long-lived assets as of March 31, 2025.
The quantitative analysis indicated that the fair value of finite-lived intangible assets and other long-lived assets was sufficiently in excess of its carrying value. However, the carrying value of the Reverb reporting unit exceeded its fair value, resulting in a non-cash goodwill impairment charge of $ million in the first quarter of 2025 to write off goodwill in full for the Reverb reporting unit. The fair value estimate for the reporting unit considered both income and market approaches, ultimately concluding that the estimated proceeds from the potential sale of the business unit was the most reliable indicator of fair value as of March 31, 2025. The Company sold Reverb in the second quarter of 2025. See “Note 5—Sale of Business” for additional information. The remaining goodwill balance is allocated to Etsy.
Etsy, Inc.
Notes to Consolidated Financial Statements
operating segments, Etsy and Depop, which each have separate operating results that are reviewed by the CODM to assess performance and allocate resources at the segment level. As such, Etsy’s operating segments are not managed on a consolidated basis. The operating segments qualify for aggregation as reportable segment as each meets the quantitative and qualitative aggregation criteria prescribed within Accounting Standards Codification 280, Segment Reporting.Etsy considers Adjusted EBITDA to be its reported measure of segment profit or loss. Adjusted EBITDA represents our net income adjusted to exclude: stock-based compensation expense and related payroll taxes; depreciation and amortization; provision for income taxes; interest and other non-operating income, net; foreign exchange (gain) loss; asset impairment charge; acquisition, divestiture, and corporate structure-related expenses; loss on sale of business; restructuring and other exit costs; and retroactive non-income tax expense. The CODM does not review segment assets at a different asset level or category as compared to that presented in the Consolidated Balance Sheets.
The significant segment expenses that are regularly provided on a quarterly basis to the CODM are cost of revenue, marketing, product development, and general and administrative, which are presented on the face of the Consolidated Statements of Operations and included within net income. Etsy's other segment items are limited to those adjustments to Etsy’s significant segment expenses included within operating income, including stock-based compensation expense and related payroll taxes, depreciation and amortization, acquisition, divestiture, and corporate structure-related expenses, restructuring and other exit costs, and retroactive non-income tax expense.
| | $ | | | | $ | | | | $ | | | | Reconciliation to income before income taxes | | | | | | | |
| Stock-based compensation expense and related payroll taxes (1) | () | | | () | | | () | | | () | |
| Depreciation and amortization | () | | | () | | | () | | | () | |
| Interest and other non-operating income, net | | | | | | | | | | | |
| Foreign exchange gain (loss) | | | | () | | | () | | | () | |
| Asset impairment charge | | | | | | | () | | | | |
| Acquisition, divestiture, and corporate structure-related expenses | | | | | | | () | | | () | |
| Loss on sale of business | | | | | | | () | | | | |
| Restructuring and other exit costs | () | | | () | | | () | | | () | |
| Retroactive non-income tax expense | | | | | | | | | | () | |
| Total reconciling items | () | | | () | | | () | | | () | |
| Income before income taxes | $ | | | | $ | | | | $ | | | | $ | | |
(1)Beginning in the first quarter of 2025, the Company is excluding payroll tax expense related to stock-based compensation from Adjusted EBITDA because these taxes are directly related to stock-based compensation expense which is excluded from Adjusted EBITDA. The Company did not retrospectively apply this change to prior periods as the impact was immaterial to such periods. In the three and nine months ended September 30, 2024 payroll tax expense related to stock-based compensation was $ million and $ million, respectively.
Revenue by country is based on the billing address of the seller.
| | $ | | | | $ | | | | $ | | | | United Kingdom | | | | | | | | | | | |
| All Other | | | | | | | | | | | |
| Revenue | $ | | | | $ | | | | $ | | | | $ | | |
With the exception of the United States and United Kingdom, no individual country’s revenue exceeded 10% of total revenue.
Etsy, Inc.
Notes to Consolidated Financial Statements
| | $ | | | | All Other | | | | | |
| Long-lived assets | $ | | | | $ | | |
With the exception of the United States, no individual country’s tangible long-lived assets exceeded 10% of total tangible long-lived assets.
Etsy, Inc.
Notes to Consolidated Financial Statements
| | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | U.S. Government securities | | | | () | | | | | | | | | | | | | | | | |
| | | | () | | | | | | | | | | | | | | | | |
| Level 2 | | | | | | | | | | | | | |
| | | | | | | | |
| Certificate of deposit | | | | | | | | | | | | | | | | | | | | |
| Commercial paper | | | | () | | | | | | | | | | | | | | | | |
| Corporate bonds | | | | () | | | | | | | | | | | | | | | | |
| | | | () | | | | | | | | | | | | | | | | |
| Level 3 | | | | | | | | | | | | | |
| Loans receivable - held for investment | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| $ | | | | $ | () | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
| Measured at NAV (1) | | | | | | | | | | | | | |
| Third-party managed funds | | | | | | | | | | | | | | | |
| | | | | | | | | | | $ | | | | $ | | |
| | | | | | | | |
| December 31, 2024 | | | | | | | | | | | | | |
| Level 1 | | | | | | | | | | | | | |
| Money market funds | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
| U.S. Government securities | | | | () | | | | | | | | | | | | | | | | |
| | | | () | | | | | | | | | | | | | | | | |
| Level 2 | | | | | | | | | | | | | |
| | | | | | | | |
| Certificate of deposit | | | | () | | | | | | | | | | | | | | | | |
| Commercial paper | | | | () | | | | | | | | | | | | | | | | |
| Corporate bonds | | | | () | | | | | | | | | | | | | | | | |
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| Level 3 | | | | | | | | | | | | | |
| Loans receivable - held for investment | | | | | | | | | | | | | | | | | | | | |
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| $ | | | | $ | () | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | | |
| Measured at NAV (1) | | | | | | | | | | | | | |
| Third-party managed funds | | | | | | | | | | | | | | | |
| | | | | | | | | | | $ | | | | $ | | |
(1)Third-party managed funds measured on the NAV basis have not been categorized in the fair value hierarchy. The amount presented in the table is intended to permit reconciliation of the short-term and long-term investments in the fair value hierarchy to the amount presented in the Consolidated Balance Sheets.
Etsy, Inc.
Notes to Consolidated Financial Statements
| | $ | () | | | $ | | | | $ | | | | | |
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Commercial paper | | | | () | | | | | | | |
| Corporate bonds | | | | () | | | | | | | |
Total | $ | | | | $ | () | | | $ | | | | $ | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| As of December 31, 2024 |
| Less than 12 Months | | 12 Months or Greater |
| | Fair Value | | Gross Unrealized Holding Loss | | Fair Value | | Gross Unrealized Holding Loss |
| U.S. Government securities | $ | | | | $ | () | | | $ | | | | $ | () | |
| Certificate of deposit | | | | () | | | | | | | |
| Commercial paper | | | | () | | | | | | | |
| Corporate bonds | | | | () | | | | | | | |
Total | $ | | | | $ | () | | | $ | | | | $ | () | |
| | |
The Company evaluates fair value for each individual security in the investment portfolio. When assessing the risk of credit loss, the Company considers factors such as the extent to which the fair value is less than the amortized cost basis, the credit rating, including whether there has been any changes to the rating of the security by a rating agency, available information relevant to the collectibility of the security, and management’s intended holding period and time horizon for selling the security. The Company did not recognize a credit loss in the three and nine months ended September 30, 2025 or 2024.
Outside of the Company’s Impact Investment Fund, the Company typically invests in short- and long-term instruments, including fixed-income funds and U.S. Government securities aligned with the Company’s investment strategy. In accordance with the Company’s investment policy, all investments, other than investments made through its Impact Investment Fund, have maturities no longer than months, with the average maturity of these investments maintained at months or less.
Disclosure of Fair Values
The Company’s financial instruments that are not remeasured at fair value in the Consolidated Balance Sheets include the Notes. See “Note 10—Debt” for additional information. The Company estimates the fair value of the Notes through inputs that are observable in the market, classified as Level 2 as described above.
| | $ | | | | $ | | | | $ | | | | 2021 Notes | | | | | | | | | | | |
| 2020 Notes | | | | | | | | | | | |
| 2019 Notes | | | | | | | | | | | |
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| | | | | | % |
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| | | | | | | | (1)As of September 30, 2025, none of the conditions permitting the holders of the 2025 Notes, 2021 Notes, 2020 Notes, and 2019 Notes to early convert have been met, based on the daily closing prices of the Company’s stock during the quarter ended September 30, 2025.
Based on the terms of each series of Notes, they will mature on the respective maturity date unless earlier converted, redeemed, or repurchased. Additionally, the holders of each series of Notes may convert all or a portion of such series of Notes prior to the close of business on the business day immediately preceding the respective contractual convertibility date only under the following circumstances: (1) during any calendar quarter preceding the respective contractual convertibility date of each series of Notes, in which the closing price of the Company’s common stock for at least trading days (whether or not consecutive) during a period of consecutive trading days ending on, and including the last trading day of the immediately preceding calendar quarter is greater than or equal to % of the applicable conversion price for such series of Notes on each applicable trading day; (2) during the business day period after any consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of such series of Notes for each trading day of the measurement period was less than % of the product of the closing price of the Company’s common stock and the conversion rate on each such trading day; (3) if the Company calls the 2025 Notes or 2021 Notes for redemption at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date, but only with respect to the Notes called (or deemed called) for redemption; or (4) upon the occurrence of specified corporate events. On and after the applicable contractual convertibility date until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their Notes at any time, regardless of the foregoing circumstances.
The Company may redeem all or any portion of the 2025 Notes and 2021 Notes, at the Company’s option, subject to partial redemption limitations, on or after June 20, 2028 and June 20, 2025, respectively, if the last reported sale price of the Company’s common stock has been at least % of the applicable conversion price for such series of Notes then in effect for at least trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides notice of redemption, during any consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption for such series of Notes at a redemption price equal to % of the principal amount of the 2025 Notes or 2021 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.
If a fundamental change occurs prior to the maturity date for any series of Notes, holders may require the Company to repurchase all or a portion of their Notes for cash at a price equal to % of the principal amount of the Notes to be repurchased. Holders of the Notes who convert their Notes in connection with a notice of a redemption or a make-whole fundamental change may be entitled to a premium in the form of an increase in the conversion rate of the applicable series of Notes.
The Notes are general unsecured obligations of the Company. The Notes rank senior in right of payment to all of the Company’s future indebtedness that is expressly subordinated in right of payment to the Notes; rank equal in right of payment with all of the Company’s liabilities that are not so subordinated; are effectively junior to any of the Company’s secured indebtedness; and are structurally junior to all indebtedness and liabilities (including trade payables) of the Company’s subsidiaries.
Based on the terms of each series of Notes, when a conversion notice is received, the Company has the option to pay or deliver cash, shares of the Company’s common stock, or a combination thereof. Accordingly, the Company cannot be required to settle the Notes in cash and, therefore, the Notes are classified as long-term debt as of September 30, 2025.
Etsy, Inc.
Notes to Consolidated Financial Statements
million and $ million in the three months ended September 30, 2025 and 2024, respectively, and $ million and $ million in the nine months ended September 30, 2025 and 2024, respectively.Fair Value of Notes
The estimated fair value of each of the Notes was determined through inputs that are observable in the market, and are classified as Level 2. See “Note 8—Fair Value Measurements” for more information regarding the fair value of the Notes.
Capped Call Transactions
The Company used a portion of the net proceeds from each of the 2021, 2020, and 2019 Note offerings to enter into separate privately negotiated capped call instruments (the 2021, 2020, and 2019 capped call instruments collectively referred to as the “Capped Call Transactions”) with certain financial institutions, initial purchasers, and/or their respective affiliates. The Capped Call Transactions are expected generally to reduce the potential dilution and/or offset the cash payments the Company is required to make in excess of the principal amount of the 2021, 2020, and 2019 Notes upon conversion of the respective Notes in the event that the market price per share of the Company’s common stock is greater than the strike price of the Capped Call Transactions with such reduction and/or offset subject to a cap. Collectively, the Capped Call Transactions cover, initially, the number of shares of the Company’s common stock underlying the respective Notes, subject to anti-dilution adjustments substantially similar to those applicable to the respective Notes.
| | | % |
| 2020 Capped Call Transactions | | September 1, 2027 | | | | | % |
| 2019 Capped Call Transactions | | October 1, 2026 | | | | | % |
2023 Credit Agreement
On March 24, 2023, the Company entered into a $ million senior secured revolving credit facility pursuant to an Amended and Restated Credit Agreement (the “2023 Credit Agreement”) among the Company, as borrower, certain subsidiaries of the Company as guarantors, the lenders, and JPMorgan Chase Bank N.A., as administrative Agent. The 2023 Credit Agreement will mature in March 2028 and includes a letter of credit sublimit of $ million and a swingline loan sublimit of $ million.
Borrowings under the 2023 Credit Agreement (other than swingline loans) bear interest, at the Company’s option, at (i) a base rate equal to the highest of (a) the prime rate, (b) the federal funds rate plus %, and (c) an adjusted Term SOFR rate for a one-month interest period plus %, in each case plus a margin ranging from % to % or (ii) an adjusted Term SOFR rate plus a margin ranging from % to %. Swingline loans under the 2023 Credit Agreement bear interest at the same base rate (plus the margin applicable to borrowings bearing interest at the base rate). These margins are determined based on the senior secured net leverage ratio (defined as secured funded debt, net of unrestricted cash up to $ million, to EBITDA (as defined in the 2023 Credit Agreement)) for the preceding four fiscal quarter periods. The Company is also obligated to pay other customary fees for a credit facility of this size and type, including an unused commitment fee, ranging from % to % depending on the Company’s senior secured net leverage ratio, and fees associated with letters of credit. The 2023 Credit Agreement also permits the Company, in certain circumstances, to request an increase in the facility by an amount of up to $ million at the same maturity, pricing and other terms and to request an extension of the maturity date for the facility. In connection with the 2023 Credit Agreement, the Company also paid the lenders certain upfront fees.
The Company had outstanding borrowings under the 2023 Credit Agreement and was in compliance with all financial covenants as of September 30, 2025.
Etsy, Inc.
Notes to Consolidated Financial Statements
billion of its common stock (the “June 2023 Stock Repurchase Program”). The program was completed in the first quarter of 2025.In October 2024, the Board of Directors approved a stock repurchase program that authorizes the Company to repurchase up to $ billion of its common stock (the “October 2024 Stock Repurchase Program”). As of September 30, 2025, the remaining amount available to be repurchased under the October 2024 Stock Repurchase Program was $ million.
The October 2024 Stock Repurchase Program has no expiration date and may be modified, suspended, or terminated at any time by the Board of Directors. The number of shares 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 the Company’s working capital requirements, general business conditions, and other factors.
Under the October 2024 Stock Repurchase Program, the Company 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 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 the Company might otherwise be precluded from doing so under insider trading laws or self-imposed trading restrictions.
| | $ | | | | | | | June 30, 2025 | | | | | | | | |
| September 30, 2025 | | | | | | | | |
| | |
| Balance as of September 30, 2025 | | | | | | | | | (1) Average price paid per share excludes broker commissions and excise tax.
All repurchased shares of common stock have been retired.
In June 2025, concurrently with the issuance of the 2025 Notes, the Company repurchased approximately million shares of its common stock under the October 2024 Stock Repurchase Program for $ million. See "Note 10—Debt."
Etsy, Inc.
Notes to Consolidated Financial Statements
shares were authorized under the 2024 Plan and shares were available for future grant.In the first quarter of 2025, the Company adjusted the mix of long-term compensation for certain employees, granting a LTC award in lieu of a portion of an equity award in an effort to better balance the Company’s goals of retaining employees and aligning their interests with those of the Company’s stockholders, with managing the Company’s stock-based compensation expense and shares available under the Company’s 2024 Plan. The LTC awards are considered deferred cash compensation, and the associated expense is recognized ratably over the requisite service period associated with these awards, and is not included in stock-based compensation expense below.
2024 Inducement Plan
During the nine months ended September 30, 2025, the Company granted RSUs, including Financial PBRSUs and TSR PBRSUs, under the Etsy, Inc. 2024 Inducement Plan (the “2024 Inducement Plan”). At September 30, 2025, shares were authorized under the 2024 Inducement Plan and shares were available for future grant.
Stock-Based Compensation Awards
| | $ | | |
| Granted | | | | | |
| Vested | () | | | | |
| Forfeited/Canceled | () | | | | |
| Unvested at September 30, 2025 | | | | | |
The total unrecognized compensation expense at September 30, 2025 related to the Company’s unvested RSUs, including the Financial PBRSUs and TSR PBRSUs, was $ million, which will be recognized over an estimated weighted-average amortization period of years.
| | $ | | | | $ | | | | $ | | | | Marketing | | | | | | | | | | | |
| Product development | | | | | | | | | | | |
| General and administrative | | | | | | | | | | | |
| Stock-based compensation expense | $ | | | | $ | | | | $ | | | | $ | | |
Etsy, Inc.
Notes to Consolidated Financial Statements
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
You should read the following discussion and analysis of our financial condition and results of operations together with our condensed consolidated financial statements and related notes and other financial information included elsewhere in this Quarterly Report on Form 10-Q (“Quarterly Report”) and with the audited consolidated financial statements included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 19, 2025 (the “Annual Report”). This discussion, particularly information with respect to our outlook, key trends and uncertainties, our plans and strategy for our business, and our performance and future success, includes forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Quarterly Report, particularly in Part II, Item 1A, “Risk Factors.” We also believe that our performance and future success depend on a number of factors that present significant opportunities for us, as discussed in Part I, Item 1, “Business,” in our Annual Report, which we incorporate by reference.
Overview
Business
Etsy operates two-sided online marketplaces that connect millions of passionate and creative buyers and sellers around the world. These marketplaces share a mission to “Keep Commerce Human,” and we’re committed to using the power of business and technology to strengthen communities and empower people.
Our primary marketplace, Etsy, is the global destination for unique and creative goods. It connects artisans and entrepreneurs with thoughtful consumers seeking items that reflect their tastes and values. We aim to create a virtuous cycle that benefits all of our stakeholders. Ultimately, our success is tied to our sellers; we make money when they do. In addition to providing them with access to tens of millions of buyers, we offer a range of tools and services that address key business needs. Buyers come to Etsy to be inspired and delighted by items that are crafted and curated by creative entrepreneurs.
In addition to our core Etsy marketplace, we also own Depop Limited (“Depop”), a fashion resale marketplace acquired in 2021. On June 2, 2025, we completed the previously announced sale of Reverb Holdings, Inc. (“Reverb”), our musical instrument marketplace acquired in 2019. Our condensed consolidated financial results and related disclosures for the nine months ended September 30, 2025 include the results of Reverb until June 2, 2025. Our marketplaces operate independently, while benefiting from shared expertise in product development, marketing, technology, and customer support.
We generate revenue primarily from marketplace activities, including transaction (inclusive of offsite advertising), payments processing, and listing fees, as well as from optional seller services, which include on-site advertising and shipping labels.
Our strategy is focused around:
•Building a sustainable competitive advantage for the Etsy marketplace — our “Right to Win;”
•Growing the Etsy marketplace in our core geographies and globally; and
•Leveraging our expertise, or “playbook,” in running two-sided marketplaces across our brands.
Our investments in technology infrastructure, product development, marketing, trust and safety, member support, helping sellers grow, and fostering engaged and impactful teams, support our strategy, which you can read more about in our Annual Report.
Third Quarter 2025 Key Metrics and Financial Highlights
As of September 30, 2025, our marketplaces connected 8.5 million active sellers and 93.2 million active buyers in nearly every country in the world. In the three and nine months ended September 30, 2025, sellers generated GMS of $2.7 billion and $8.3 billion, respectively.
Total revenue was $678.0 million and $2.0 billion in the three and nine months ended September 30, 2025, respectively. In the three and nine months ended September 30, 2025, we recorded net income of $75.5 million and $52.2 million, respectively, and non-GAAP Adjusted EBITDA of $171.9 million and $512.1 million, respectively. See “Non-GAAP Financial Measures” for more information and for a reconciliation of Adjusted EBITDA to net income, the most directly comparable financial measure calculated in accordance with GAAP.
Cash and cash equivalents and short-term investments were $1.5 billion as of September 30, 2025. As of September 30, 2025, we had four outstanding series of convertible notes, which collectively had a net carrying value of $3.0 billion. Additionally, we have the ability to draw down on our $400.0 million senior secured revolving credit facility. In the nine months ended September 30, 2025, we had positive operating cash flows of $376.3 million.
Sale of Reverb
On June 2, 2025, we closed the previously announced sale of Reverb. We recognized a net loss on the sale of Reverb of $5.1 million, representing the difference between the fair value of the consideration received of $108.2 million and the carrying amount of Reverb’s net assets as of the closing date.
Convertible Debt
In June 2025, we issued $700.0 million aggregate principal amount of 1.00% Convertible Senior Notes due 2030 (the “2025 Notes”) in a private placement to qualified institutional buyers. The initial conversion price of the 2025 Notes represented a premium of approximately 42.5% over the closing price of our common stock on June 11, 2025, the date the 2025 Notes offering was priced. The net proceeds from the sale of the 2025 Notes were $689.5 million after deducting the offering expenses. The 2025 Notes will mature on June 15, 2030, unless earlier converted, redeemed, or repurchased.
We repurchased approximately 2.5 million shares of our common stock for approximately $150.0 million concurrently with the issuance of the 2025 Notes. We intend to use the remainder of the net proceeds from the 2025 Notes for general corporate purposes, which may include the repayment or repurchase, at or prior to maturity, of our existing debt securities. For more information on the 2025 Notes, see “Note 10—Debt” in the Notes to Consolidated Financial Statements.
Key Operating and Financial Metrics
We collect and analyze operating and financial data to evaluate the health and performance of our business and allocate our resources (such as capital, people, and technology investments). We are providing Etsy marketplace information in certain instances where particularly relevant. The financial results of Reverb have been included in our consolidated financial results until June 2, 2025 (the date of sale), except as noted in footnote (3) to the table below. The financial measures and key operating metrics we use are:
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| | Three Months Ended September 30, | | % (Decline) Growth Y/Y | | Nine Months Ended September 30, | | % (Decline) Growth Y/Y |
| | 2025 | | 2024 | | | 2025 | | 2024 | |
| | | | | | | | | | | |
| | (in thousands, except percentages) |
| GMS (1) | $ | 2,724,665 | | | $ | 2,915,256 | | | (6.5) | % | | $ | 8,324,250 | | | $ | 8,851,010 | | | (6.0) | % |
| Revenue | $ | 678,026 | | | $ | 662,410 | | | 2.4 | % | | $ | 2,001,865 | | | $ | 1,956,170 | | | 2.3 | % |
Revenue take rate (2) | 24.9 | % | | 22.7 | % | | 220 | bps | | 24.0 | % | | 22.1 | % | | 190 | bps |
| Marketplace revenue | $ | 468,058 | | | $ | 476,075 | | | (1.7) | % | | $ | 1,394,722 | | | $ | 1,413,434 | | | (1.3) | % |
| Services revenue | $ | 209,968 | | | $ | 186,335 | | | 12.7 | % | | $ | 607,143 | | | $ | 542,736 | | | 11.9 | % |
| Gross profit | $ | 483,381 | | | $ | 476,770 | | | 1.4 | % | | $ | 1,421,611 | | | $ | 1,399,307 | | | 1.6 | % |
| Operating expenses | $ | 400,670 | | | $ | 389,953 | | | 2.7 | % | | $ | 1,284,798 | | | $ | 1,174,231 | | | 9.4 | % |
| Net income | $ | 75,503 | | | $ | 57,366 | | | 31.6 | % | | $ | 52,247 | | | $ | 173,375 | | | (69.9) | % |
| Net income margin | 11.1 | % | | 8.7 | % | | 240 | bps | | 2.6 | % | | 8.9 | % | | (630) | bps |
| Adjusted EBITDA (Non-GAAP) | $ | 171,928 | | | $ | 183,587 | | | (6.4) | % | | $ | 512,050 | | | $ | 530,897 | | | (3.6) | % |
| Adjusted EBITDA margin (Non-GAAP) | 25.4 | % | | 27.7 | % | | (230) | bps | | 25.6 | % | | 27.1 | % | | (150) | bps |
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Active sellers (3) | 8,501 | | | 8,522 | | | (0.2) | % | | 8,501 | | | 8,522 | | | (0.2) | % |
| Active buyers (3) | 93,161 | | | 96,707 | | | (3.7) | % | | 93,161 | | | 96,707 | | | (3.7) | % |
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(1)Consolidated GMS for the three and nine months ended September 30, 2025 includes Etsy marketplace GMS of $2,432.6 million and $7,167.7 million, respectively, and Depop marketplace GMS of $292.1 million and $775.2 million, respectively.
(2)Revenue take rate is consolidated revenue divided by consolidated GMS.
(3)Consolidated active sellers and active buyers include Etsy marketplace active sellers and active buyers of 5.5 million and 86.6 million, respectively. Reverb active buyer and seller metrics are reflected in the 2024 periods presented and excluded from the 2025 periods presented following the completion of its sale.
GMS
Gross merchandise sales (“GMS”) is the dollar value of items sold in our marketplaces, excluding shipping fees and net of refunds, within the applicable period. GMS does not represent revenue earned by us. GMS is largely driven by transactions in our marketplaces and is not directly impacted by Services activity. However, because our revenue and cost of revenue depend significantly on the dollar value of items sold in our marketplace, we believe that GMS is an indicator of the success of our sellers, the satisfaction of our buyers, and the health and scale of our business. We track “Paid GMS” for the Etsy marketplace and define it as Etsy marketplace GMS that is attributable to our performance marketing efforts, which excludes most of our marketing investments focused on brand awareness like TV and digital video.
GMS decreased $190.6 million to $2,724.7 million in the three months ended September 30, 2025 compared to the three months ended September 30, 2024, and GMS decreased $526.8 million to $8,324.3 million in the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. GMS decreased for both the three and nine months ended September 30, 2025, compared to the three and nine months ended September 30, 2024, reflecting lower Etsy marketplace GMS and the sale of Reverb, with the former having a greater impact on the year-to-date comparison. For both the three and nine months ended September 30, 2025 and 2024, these decreases were partially offset by an increase in GMS for the Depop marketplace. At the start of 2025, Etsy marketplace GMS was impacted by pressure on consumer discretionary product spending, a highly promotional and competitive retail environment, category mix, and changes to Etsy’s product development strategy last year which prioritized foundational investments over near-term GMS driving initiatives. While some of these factors persist, we saw momentum in the third quarter attributable in part to improved app performance, effective marketing initiatives, and other areas of investment. Although Etsy marketplace GMS declined year-over-year, quarterly year-over-year comparisons continued to improve sequentially, reflecting early progress from these initiatives. The Etsy marketplace GMS per active buyer on a trailing twelve-month basis declined 1.6% year-over-year to $121, along with a year-over-year decline of 5.0% of active buyers on the Etsy marketplace to 86.6 million.
U.S. buyer GMS is GMS from transactions in which the shipping address entered by the buyer at the time of sale is in the U.S., net of refunds. GMS from transactions in which the shipping address entered by the buyer at the time of sale is not in the U.S, net of refunds is non-U.S. buyer GMS. Percent U.S. buyer GMS for the periods presented below are as follows:
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| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2025 | | 2024 | | 2025 | | 2024 |
| Percent U.S. Buyer GMS (1) | 74 | % | | 74 | % | | 75 | % | | 74 | % |
(1)Etsy marketplace percent U.S. Buyer GMS was 74% for the three and nine months ended September 30, 2025 and 2024.
There is considerable uncertainty regarding the evolving tariff landscape, how recent changes to de minimis exemptions may play out, and the impact higher tariffs might have on consumer demand and discretionary wallet share. Any circumstances that reduce consumer demand or hinder our sellers' cross-border trade may adversely affect our business. See Part II, Item 1A, “Risk Factors” for further detail.
Adjusted EBITDA and Adjusted EBITDA Margin
Adjusted EBITDA represents our net income adjusted to exclude: stock-based compensation expense and related payroll taxes; depreciation and amortization; provision for income taxes; interest and other non-operating income, net; foreign exchange (gain) loss; asset impairment charge; acquisition, divestiture, and corporate structure-related expenses; loss on sale of business; restructuring and other exit costs; and retroactive non-income tax expense. Adjusted EBITDA margin is Adjusted EBITDA divided by revenue. See “Non-GAAP Financial Measures” for a reconciliation of Adjusted EBITDA to net income, the most directly comparable GAAP financial measure.
Active Sellers
An active seller is a seller who has had a charge or sale in the last 12 months. Charges include Marketplace and Services revenue fees, discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview—Business.” A seller is separately identified in each of our marketplaces by a unique e-mail address; a single person can have multiple seller accounts and can count as a distinct active seller in each of our marketplaces, and we continue to exclude certain disqualified sellers. We succeed when sellers succeed, so we view the number of active sellers as a key indicator of consumer awareness of our brands, the reach of our platforms, the potential for growth in GMS and revenue, and the health of our business.
Active Buyers
An active buyer is a buyer who has made at least one purchase in the last 12 months. A buyer is separately identified in each of our marketplaces by a unique e-mail address; a single person can have multiple buyer accounts and can count as a distinct active buyer in each of our marketplaces. We generate revenue when buyers order items from sellers, so we view the number of active buyers as a key indicator of our potential for growth in GMS and revenue, the reach of our platforms, consumer awareness of our brands, the engagement and loyalty of buyers, and the health of our business.
Currency-Neutral GMS
We calculate currency-neutral GMS by translating current period GMS for goods sold that were listed in non-U.S. dollar currencies into U.S. dollars using prior year foreign currency exchange rates.
As reported and currency-neutral GMS decline for the periods presented below are as follows:
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| | Quarter-to-Date Period Ended | | Year-to-Date Period Ended |
| As Reported | | Currency-Neutral | | FX Impact | | As Reported | | Currency-Neutral | | FX Impact |
| September 30, 2025 | (6.5) | % | | (7.2) | % | | 0.7 | % | | (6.0) | % | | (6.2) | % | | 0.2 | % |
| September 30, 2024 | (4.1) | % | | (4.4) | % | | 0.3 | % | | (3.3) | % | | (3.5) | % | | 0.2 | % |
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Results of Operations
Comparison of Three Months Ended September 30, 2025 and 2024
Revenue
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| | Three Months Ended September 30, | | Change |
| | 2025 | | 2024 | | $ | | % |
| | | | | | | |
| | (in thousands, except percentages) |
| Revenue: | | | | | | | |
| Marketplace | $ | 468,058 | | | $ | 476,075 | | | $ | (8,017) | | | (1.7) | % |
| Percentage of total revenue | 69.0 | % | | 71.9 | % | | | | |
| Services | $ | 209,968 | | | $ | 186,335 | | | $ | 23,633 | | | 12.7 | % |
| Percentage of total revenue | 31.0 | % | | 28.1 | % | | | | |
| Total revenue | $ | 678,026 | | | $ | 662,410 | | | $ | 15,616 | | | 2.4 | % |
Revenue increased primarily driven by an increase in services revenue, and partially offset by a decrease in marketplace revenue.
Services revenue increased primarily due to a $13.5 million increase in advertising revenue, primarily driven by an increase in average price per click on Etsy Ads.
Marketplace revenue decreased primarily due to a decrease of $19.3 million related to the sale of the Reverb marketplace on June 2, 2025. Additionally, marketplace revenue decreased, to a lesser extent, due to a decrease in transaction fee revenue, which was driven by GMS, which declined for the Etsy marketplace and increased for Depop. These decreases were partially offset by an increase in payments revenue of $5.7 million, largely related to an increase in Depop GMS.
Costs and Operating Expenses
Cost of Revenue
| | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended September 30, | | Change |
| | 2025 | | 2024 | | $ | | % |
| | | | | | | |
| | (in thousands, except percentages) |
| Cost of revenue | $ | 194,645 | | | $ | 185,640 | | | $ | 9,005 | | | 4.9 | % |
| Percentage of total revenue | 28.7 | % | | 28.0 | % | | | | |
The increase in cost of revenue was primarily driven by an increase in cost of refunds and cloud-related hosting and bandwidth costs, partially offset by the sale of Reverb on June 2, 2025.
Marketing
| | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended September 30, | | Change |
| | 2025 | | 2024 | | $ | | % |
| | | | | | | |
| | (in thousands, except percentages) |
| Marketing | $ | 207,841 | | | $ | 196,526 | | | $ | 11,315 | | | 5.8 | % |
| Percentage of total revenue | 30.7 | % | | 29.7 | % | | | | |
Marketing expenses increased primarily due to an increase in performance marketing, driven by greater investment in search engine marketing and product listing ads. To a lesser extent, marketing expenses increased due to an increase in brand marketing spend, although brand marketing investment decreased for the Etsy marketplace. These net increases were partially offset by the sale of Reverb on June 2, 2025. Paid GMS was 23% of overall GMS for the three months ended September 30, 2025 compared to 21% for the three months ended September 30, 2024.
Product development
| | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended September 30, | | Change |
| | 2025 | | 2024 | | $ | | % |
| | | | | | | |
| | (in thousands, except percentages) |
| Product development | $ | 113,379 | | | $ | 107,251 | | | $ | 6,128 | | | 5.7 | % |
| Percentage of total revenue | 16.7 | % | | 16.2 | % | | | | |
Product development expenses increased primarily due to increased employee compensation-related expenses, partially offset by the sale of Reverb on June 2, 2025.
General and administrative
| | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended September 30, | | Change |
| | 2025 | | 2024 | | $ | | % |
| | | | | | | |
| | (in thousands, except percentages) |
| General and administrative | $ | 79,450 | | | $ | 86,176 | | | $ | (6,726) | | | (7.8) | % |
| Percentage of total revenue | 11.7 | % | | 13.0 | % | | | | |
General and administrative expenses decreased, primarily due to the sale of Reverb on June 2, 2025 and due to net unfavorable non-income tax items in the prior year which did not reoccur in the current year.
As part of ongoing trade negotiations between Canada and the United States, the Canadian government may formally repeal its digital services tax (“DST”) legislation, which, if rescinded, would result in the reversal of DST expense recorded in prior periods.
Other Income (Expense), net
| | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended September 30, | | Change |
| | 2025 | | 2024 | | $ | | % |
| | | | | | | |
| | (in thousands, except percentages) |
| Other income (expense), net: | | | | | | | |
| Interest expense | $ | (5,685) | | | $ | (3,442) | | | $ | (2,243) | | | 65.2 | % |
| Interest and other income | 14,282 | | | 7,250 | | | 7,032 | | | 97.0 | % |
| Foreign exchange gain (loss) | 777 | | | (16,815) | | | 17,592 | | | (104.6) | % |
| | |
| Other income (expense), net | $ | 9,374 | | | $ | (13,007) | | | $ | 22,381 | | | (172.1) | % |
| Percentage of total revenue | 1.4 | % | | (2.0) | % | | | | |
Other income, net increased from other expense, net, primarily driven by changes in exchange rates that impact our non-functional currency cash and intercompany balances, which resulted in a gain for the three months ended September 30, 2025 as compared to a loss for the three months ended September 30, 2024.
Provision for Income Taxes
| | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended September 30, | | Change |
| | 2025 | | 2024 | | $ | | % |
| | | | | | | |
| | (in thousands, except percentages) |
| Provision for income taxes | $ | (16,582) | | | $ | (16,444) | | | $ | (138) | | | 0.8 | % |
| Percentage of total revenue | (2.4) | % | | (2.5) | % | | | | |
The primary drivers of our income tax provision for the three months ended September 30, 2025 were tax expense on income before income taxes, partially offset by tax benefits from stock-based compensation due to a higher stock price upon exercise of stock options compared to the stock price upon grant.
The primary drivers of our income tax provision for the three months ended September 30, 2024 were tax expense on income before income taxes, tax deficiencies from stock-based compensation due to a lower stock price at vesting of restricted stock units compared to the stock price upon grant, and state and local income taxes.
Comparison of Nine Months Ended September 30, 2025 and 2024
Revenue
| | | | | | | | | | | | | | | | | | | | | | | |
| | Nine Months Ended September 30, | | Change |
| | 2025 | | 2024 | | $ | | % |
| | | | | | | |
| | (in thousands, except percentages) |
| Revenue: | | | | | | | |
| Marketplace | $ | 1,394,722 | | | $ | 1,413,434 | | | $ | (18,712) | | | (1.3) | % |
| Percentage of total revenue | 69.7 | % | | 72.3 | % | | | | |
| Services | $ | 607,143 | | | $ | 542,736 | | | $ | 64,407 | | | 11.9 | % |
| Percentage of total revenue | 30.3 | % | | 27.7 | % | | | | |
| Total revenue | $ | 2,001,865 | | | $ | 1,956,170 | | | $ | 45,695 | | | 2.3 | % |
Revenue increased primarily driven by an increase in services revenue, and partially offset by a decrease in marketplace revenue.
Services revenue increased primarily due to a $42.9 million increase in advertising revenue, primarily driven by an increase in average price per click on Etsy Ads.
Marketplace revenue decreased primarily due to a $26.5 million decrease related to the sale of the Reverb marketplace on June 2, 2025 and additionally, a decrease of $26.0 million in transaction fee revenue, which was driven by a decline in Etsy marketplace GMS and an increase in Depop GMS. These decreases were partially offset by an increase in payments revenue of $17.0 million, primarily related to an increase in Depop GMS, and a $15.0 million increase in Etsy marketplace seller set-up fee revenue.
Costs and Operating Expenses
Cost of Revenue
| | | | | | | | | | | | | | | | | | | | | | | |
| | Nine Months Ended September 30, | | Change |
| | 2025 | | 2024 | | $ | | % |
| | | | | | | |
| | (in thousands, except percentages) |
| Cost of revenue | $ | 580,254 | | | $ | 556,863 | | | $ | 23,391 | | | 4.2 | % |
| Percentage of total revenue | 29.0 | % | | 28.5 | % | | | | |
The increase in cost of revenue was driven by an increase in cloud-related hosting and bandwidth costs and, to a lesser extent, cost of refunds and Etsy Insider loyalty program costs, which launched in beta form in the third quarter of 2024. These increases are partially offset by the sale of Reverb on June 2, 2025 and a net decrease in payments processing fees driven by a net GMS decrease and cost optimization efforts.
Marketing
| | | | | | | | | | | | | | | | | | | | | | | |
| | Nine Months Ended September 30, | | Change |
| | 2025 | | 2024 | | $ | | % |
| | | | | | | |
| | (in thousands, except percentages) |
| Marketing | $ | 608,955 | | | $ | 571,400 | | | $ | 37,555 | | | 6.6 | % |
| Percentage of total revenue | 30.4 | % | | 29.2 | % | | | | |
Marketing expenses increased primarily due to an increase in performance marketing, driven by greater investment in search engine marketing, product listing ads, and paid social. This increase was partially offset by a decrease in brand marketing spend, although brand marketing investment increased at Depop. The sale of Reverb on June 2, 2025 also reduced marketing expenses. Paid GMS was 23% of overall GMS for the nine months ended September 30, 2025 compared to 21% for the nine months ended September 30, 2024.
Product development
| | | | | | | | | | | | | | | | | | | | | | | |
| | Nine Months Ended September 30, | | Change |
| | 2025 | | 2024 | | $ | | % |
| | | | | | | |
| | (in thousands, except percentages) |
| Product development | $ | 335,750 | | | $ | 331,590 | | | $ | 4,160 | | | 1.3 | % |
| Percentage of total revenue | 16.8 | % | | 17.0 | % | | | | |
Product development expenses increased, primarily due to increased employee compensation-related expenses. This increase was partially offset by the sale of Reverb on June 2, 2025 and, to a lesser extent, an increase in the amount of employee-related costs capitalized as a result of several larger projects.
General and administrative
| | | | | | | | | | | | | | | | | | | | | | | |
| | Nine Months Ended September 30, | | Change |
| | 2025 | | 2024 | | $ | | % |
| | | | | | | |
| | (in thousands, except percentages) |
| General and administrative | $ | 238,390 | | | $ | 271,241 | | | $ | (32,851) | | | (12.1) | % |
| Percentage of total revenue | 11.9 | % | | 13.9 | % | | | | |
General and administrative expenses decreased, primarily due to net favorable non-income tax items as well as retroactive non-income tax expense related to the DST legislation in Canada, which was enacted on June 28, 2024 retroactive to January 1, 2022 and recorded in the second quarter of 2024. Additionally, general and administrative expenses decreased due to a decrease in stock-based compensation, including lower performance-based restricted stock units, and the sale of Reverb on June 2, 2025.
Asset impairment charges
| | | | | | | | | | | | | | | | | | | | | | | |
| | Nine Months Ended September 30, | | Change |
| | 2025 | | 2024 | | $ | | % |
| | | | | | | |
| | (in thousands, except percentages) |
| Asset impairment charge | $ | 101,703 | | | $ | — | | | $ | 101,703 | | | NM |
| Percentage of total revenue | 5.1 | % | | — | % | | | | |
Asset impairment charges were $101.7 million in the nine months ended September 30, 2025, related to the impairment of the goodwill of Reverb. See Part I, Item 1, “Note 6—Goodwill” for more information.
Other (Expense) Income, net
| | | | | | | | | | | | | | | | | | | | | | | |
| | Nine Months Ended September 30, | | Change |
| | 2025 | | 2024 | | $ | | % |
| | | | | | | |
| | (in thousands, except percentages) |
| Other (expense) income, net: | | | | | | | |
| | |
| | |
| Interest expense | $ | (12,862) | | | $ | (10,384) | | | $ | (2,478) | | | 23.9 | % |
| | |
| Interest and other income | 31,619 | | | 23,449 | | | 8,170 | | | 34.8 | % |
| | |
| | |
| | |
| Foreign exchange loss | (40,561) | | | (5,699) | | | (34,862) | | | 611.7 | % |
| | |
Loss on sale of business | (5,097) | | | — | | | (5,097) | | | NM |
| Other (expense) income, net | $ | (26,901) | | | $ | 7,366 | | | $ | (34,267) | | | (465.2) | % |
| Percentage of total revenue | (1.3) | % | | 0.4 | % | | | | |
Other expense, net decreased from other income, net, primarily driven by changes in exchange rates that impact our non-functional currency cash and intercompany balances, which resulted in a larger loss for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024.
Provision for Income Taxes
| | | | | | | | | | | | | | | | | | | | | | | |
| | Nine Months Ended September 30, | | Change |
| | 2025 | | 2024 | | $ | | % |
| | | | | | | |
| | (in thousands, except percentages) |
| Provision for income taxes | $ | (57,665) | | | $ | (59,067) | | | $ | 1,402 | | | (2.4) | % |
| Percentage of total revenue | (2.9) | % | | (3.0) | % | | | | |
The primary drivers of our income tax provision for the nine months ended September 30, 2025 were tax expense on income before income taxes excluding the impairment charge and tax deficiencies from stock-based compensation due to a lower stock price at vesting of restricted stock units compared to the stock price upon grant.
The primary drivers of our income tax provision for the nine months ended September 30, 2024 were tax expense on income before income taxes, tax deficiencies from stock-based compensation due to a lower stock price at vesting of restricted stock units compared to the stock price upon grant, and state and local income taxes.
Non-GAAP Financial Measures
The following table reflects the reconciliation of net income to Adjusted EBITDA and the calculation of Adjusted EBITDA margin for each of the periods indicated:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2025 | | 2024 | | 2025 | | 2024 |
| Net income | $ | 75,503 | | | $ | 57,366 | | | $ | 52,247 | | | $ | 173,375 | |
| Excluding: | | | | | | | |
| Stock-based compensation expense and related payroll taxes (1) | 62,172 | | | 69,292 | | | 186,719 | | | 214,692 | |
| Depreciation and amortization | 24,263 | | | 27,739 | | | 76,951 | | | 81,672 | |
| Provision for income taxes | 16,582 | | | 16,444 | | | 57,665 | | | 59,067 | |
| Interest and other non-operating income, net | (7,680) | | | (3,808) | | | (17,521) | | | (13,065) | |
| Foreign exchange (gain) loss | (777) | | | 16,815 | | | 40,561 | | | 5,699 | |
| Asset impairment charge | — | | | — | | | 101,703 | | | — | |
| Acquisition, divestiture, and corporate structure-related expenses | (18) | | | (697) | | | 7,148 | | | 1,435 | |
| Loss on sale of business | — | | | — | | | 5,097 | | | — | |
| Restructuring and other exit costs | 1,883 | | | 1,556 | | | 1,480 | | | 1,898 | |
| Retroactive non-income tax expense (2) | — | | | (1,120) | | | — | | | 6,124 | |
| Adjusted EBITDA | $ | 171,928 | | | $ | 183,587 | | | $ | 512,050 | | | $ | 530,897 | |
| Divided by: | | | | | | | |
| Revenue | $ | 678,026 | | | $ | 662,410 | | | $ | 2,001,865 | | | $ | 1,956,170 | |
| Adjusted EBITDA margin | 25.4 | % | | 27.7 | % | | 25.6 | % | | 27.1 | % |
(1)Beginning in the first quarter of 2025, we are excluding payroll tax expense related to stock-based compensation from Adjusted EBITDA because these taxes are directly related to stock-based compensation expense which is excluded from Adjusted EBITDA. Additionally, these taxes fluctuate with settlements and exercises of stock-based compensation awards, our stock price, and other factors that are beyond our control, and therefore we believe they are not reflective of our ongoing business operations or the underlying trends in our business. Management does not consider these taxes when evaluating the performance of our business or making operating plans. We believe excluding this expense from Adjusted EBITDA provides investors with a better understanding of the performance of our core business and serves as a tool for investors to use in comparing our core business operating results over multiple periods with other companies in our industry. We did not retrospectively apply this change to prior periods as the impact was immaterial to such periods. In the three and nine months ended September 30, 2024, payroll tax expense related to stock-based compensation was $0.7 million and $4.8 million, respectively.
(2)Retroactive non-income tax expense related to the DST legislation in Canada, which was enacted on June 28, 2024 retroactive to January 1, 2022.
Liquidity and Capital Resources
Cash and cash equivalents and short-term investments were $1.5 billion as of September 30, 2025. Additionally, we have $108.3 million in long-term investments, a majority of which we can liquidate at short notice and with minimal penalties if needed. We also have the ability to draw down on our $400.0 million senior secured revolving credit facility. As of September 30, 2025, we had net working capital of $1.2 billion and in the nine months ended September 30, 2025, we had positive operating cash flows of $376.3 million. We believe that this capital structure, as well as the nature and framework of our business, will allow us to meet all debt covenants, sustain our business operations, and be able to react to changing macroeconomic conditions.
As of September 30, 2025, a majority of our cash and cash equivalents, short-term, and long-term investments balance was held in the United States. Our cash and cash equivalents are held for future investments, working capital funding, and general corporate purposes. We fund our non-U.S. operations from our funds held in the United States on an as-needed basis.
We typically invest in short- and long-term instruments, which are intended to allow us to preserve our principal, maintain the ability to meet our liquidity needs, deliver positive yields across a balanced portfolio, and continue to provide us with direct fiduciary control. In accordance with our investment policy, all investments, other than investments made through our Impact Investment Fund, have maturities no longer than 37 months, with the average maturity of these investments maintained at 12 months or less.
Sources of Liquidity
We have the ability to draw down on a $400.0 million senior secured revolving credit facility (the “2023 Credit Agreement”). See Part I, Item 1, “Note 10—Debt” for more information on the 2023 Credit Agreement.
We believe that our existing cash and cash equivalents and short- and long-term investments, together with cash generated from operations, will be sufficient to meet our anticipated operating cash needs for at least the next 12 months. While this belief is based on our current expectations and assumptions, in light of current macroeconomic conditions, our future capital requirements and the adequacy of available funds will depend on many factors, including those described in Part II, Item 1A, “Risk Factors” in this Quarterly Report.
Historical Cash Flows
| | | | | | | | | | | |
| | Nine Months Ended September 30, |
| | 2025 | | 2024 |
| | | |
| | (in thousands) |
| Cash provided by (used in): | | | |
| Operating activities | $ | 376,290 | | | $ | 437,510 | |
| Investing activities | 31,529 | | | (36,759) | |
| Financing activities | (4,582) | | | (504,793) | |
| | |
| | |
| File No. | | Exhibit | | Filing Date | | | | | | | | | | | | | | X | |
| | | | | | | | | | X | |
| | | | | | | | | | X | |
| | | | | | | | | | X | |
| 101.INS | Inline XBRL Instance Document** | | | | | | | | | X | |
| 101.SCH | Inline XBRL Taxonomy Schema Linkbase Document | | | | | | | | | X | |
| 101.CAL | Inline XBRL Taxonomy Calculation Linkbase Document | | | | | | | | | X | |
| 101.DEF | Inline XBRL Taxonomy Definition Linkbase Document | | | | | | | | | X | |
| 101.LAB | Inline XBRL Taxonomy Labels Linkbase Document | | | | | | | | | X | |
| 101.PRE | Inline XBRL Taxonomy Presentation Linkbase Document | | | | | | | | | X | |
| 104 | Cover Page Interactive Data File - the cover page interactive data is embedded within the Inline XBRL document*** | | | | | | | | | X | |
† These certifications are not deemed to be filed with the SEC and are not to be incorporated by reference into any filing of Etsy, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
** The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
*** The cover page interactive data file is embedded within the inline XBRL document and included in Exhibit 101.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | | | | |
| ETSY, INC. |
| Date: October 29, 2025 | /s/ Merilee Buckley |
| Merilee Buckley Chief Accounting Officer |
| (Principal Accounting Officer) |
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