AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-2: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 4/6 · 18/10/2026
Moat—
Insufficient evidence for every rubric criterion; no category score is inferred.
structural advantage · — · Large buyer and listing bases support a plausible network-effect mechanism, but comparative liquidity, exclusivity and barriers to replication are unestablished.
durability · — · Persistent buyer reach and GMV growth demonstrate business continuity, but cannot establish how long a competitive advantage would endure.
customer dependency · — · Sellers have multiple channels and named alternatives. The passages do not quantify dependence on eBay or demonstrate meaningful switching friction.
erosion resilience · — · Recent growth counters broad realized erosion, while competing formats and increased chargeback costs show pressure. Resilience of a structural advantage remains unestablished.
Pricing power—
Insufficient evidence for every rubric criterion; no category score is inferred.
realized pricing · 2/4 · Advertising adoption and attribution changes increased monetization, alongside 24% quarterly advertising revenue growth. This is mixed evidence of pricing capability because adoption and measurement changes do not isolate higher like-for-like prices or seller tolerance.
retention · 2/4 · Buyer reach rose from 132 million in 2023 to 135 million active buyer accounts in 2025, with subsequent category and C2C growth. This indirectly supports continuing demand, but account counts and GMV do not establish cohort retention; multichannel selling limits dependence.
margin resilience · 2/4 · Operating margin declined from 23.6% to 19.8% in the first quarter, then improved from 17.6% to 21.6% in the second quarter. Cost of net revenues remained broadly stable relative to revenue. These mixed outcomes show some resilience without proving price-led cost recovery.
contractual freedom · — · The fee structure and attribution changes are disclosed, but contractual rights to revise fees, notice requirements and customer commitments are absent. Auction listing formats do not establish discretion over eBay's own service prices.
Predictability94
Five consecutive annual periods. Equal weights: nondeclining revenue frequency; revenue-growth volatility (5–40pp); positive FCF frequency; FCF-margin volatility (3–20pp). Stability indicator, not a growth forecast.
- Nondeclining revenue years (%)
- 75.00
- Revenue growth volatility (pp)
- 5.02
- Positive FCF years (%)
- 100.00
- FCF margin volatility (pp)
- 2.81
Financial strength52
Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, or reported pretax profit plus reported interest expense when operating income is unavailable. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.
- debtFcfGrade
- 47.08
- netDebtEbitGrade
- 57.15
- interestCoverageGrade
- 75.06
- currentRatioGrade
- 27.75
- Debt / FCF (x)
- 4.70
- Net debt / operating income (x)
- 2.14
- Interest coverage (x)
- 9.26
- Current ratio (x)
- 1.10
Capital allocation85
Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income or, if unavailable, EBIT calculated from reported pretax profit plus reported interest expense; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. Nonpositive invested capital has no defined return and remains unavailable. Does not establish acquisition quality or buyback timing.
- 3-year pre-tax operating return (%)
- 19.81
- 3-year average dilution (%)
- -6.30
- 3-year average SBC / revenue (%)
- 5.62
- cashConversionGrade
- 79.14
Management63
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · Actual cash generation and shareholder distributions demonstrate active capital management. However, 2025 distributions exceeded free cash flow, stock compensation remained material, and debt repayment was accompanied by commercial paper issuance. The $1.4 billion acquisition payment has no demonstrated return yet.
incentive alignment · 3/4 · Actual 2025 executive equity grants were 60% performance-based, with financial, ROIC and three-year relative shareholder-return measures. Ownership requirements, clawbacks and hedging restrictions support alignment. Annual target resetting and missing ownership compliance data limit the conclusion.
execution · 3/4 · 2025 GMV grew 6% on an FX-neutral basis; 2026 marketplace and advertising revenues grew, with stronger focus-category and C2C activity. These are demonstrated operating achievements, although management contribution is assessed indirectly and favorable demand also matters. Acquisition integration outcomes remain unavailable.
governance · 2/4 · Disclosed board independence, separate chair and CEO roles, annual elections and stockholder rights provide substantive safeguards; the auditor found effective financial reporting controls. The DPA compliance monitor and paid penalty are actual adverse evidence that prevents a stronger overall assessment.
Evidence
As a global commerce leader and third-party marketplace, our technologies and services are designed to provide buyers choice and a breadth of relevant inventory from around the globe, and to enable sellers’ access to eBay’s 132 million buyers worldwide.
Business — 2023 marketplace buyer reach · Filed 28/02/2024
As a global commerce leader and third-party marketplace, our technologies and services are designed to provide buyers choice and a breadth of relevant inventory from around the globe, and to enable sellers’ access to eBay’s 134 million buyers worldwide.
Business — 2024 marketplace buyer reach · Filed 27/02/2025
At the end of 2025, eBay had 135 million active buyers and 2.5 billion live listings globally.
Business — 2025 active buyers and live listings · Filed 19/02/2026
Gross Merchandise Volume (“GMV”) was $79.6 billion, up 7% on an as-reported basis and up 6% on an FX-Neutral basis.
2025 performance highlights — GMV growth · Filed 30/04/2026
GMV growth across Focus Categories, C2C and Recommerce, which includes pre-owned and refurbished goods, outpaced the remainder of our Marketplace, with particularly strong performance in Collectibles, Motors Parts & Accessories, Fashion and Refurbished Goods.
MD&A — 2026 focus-category and recommerce growth · Filed 06/08/2026
C2C growth outpaced B2C growth across the United States, the United Kingdom and Germany.
MD&A — C2C growth across major markets · Filed 06/08/2026
In addition, sellers are increasingly utilizing multiple sales channels, including search-related advertisements on horizontal search engine sites, such as Google, to attract new customers.
Competition — sellers increasingly use multiple sales channels · Filed 27/02/2025
In certain markets, our fixed-price listing and traditional auction-style listing formats are increasingly being challenged by other formats, such as social commerce and business models, such as free-to-sell marketplaces.
Competition — social commerce and free-to-sell formats · Filed 27/02/2025
Consumers and merchants who might use our sites to sell goods also have many alternatives, including general ecommerce sites, such as Amazon, Alibaba, and Zalando, and more specialized sites, such as Etsy.
Competition — named general and specialized ecommerce alternatives · Filed 28/02/2024
Sellers may also choose to sell their goods through other channels, such as multi-channel services like Shopify or classifieds platforms.
Competition — multichannel services · Filed 28/02/2024
These consumers can also turn to shopping-comparison sites, such as Google Shopping, or social networks that enable purchases such as Instagram and TikTok.
Competition — shopping comparison and social purchasing alternatives · Filed 27/02/2025
Additionally, if sellers are unable to access tools that automate their listings, or if the providers of these tools no longer automated eBay listings among their services, our sellers may sell their good through one of our competitors or not at all, which could reduce the breadth and relevance of our inventory and harm our business.
Risk factors — seller-tool dependence and potential inventory migration · Filed 19/02/2026
We have experienced and expect to continue to experience increased costs from chargebacks through our payments platforms, due to forced transaction reversals initiated by buyers through their payment card issuers.
Risk factors — realized increase in chargeback costs · Filed 19/02/2026
The increase in first party advertising revenue was driven by increased adoption and attribution changes that enhanced our ability to convert first-party ads, which increased monetization during the period.
MD&A — advertising adoption, attribution changes and monetization · Filed 06/08/2026
The following table presents net revenues for the periods indicated (in millions, except percentages): Three Months Ended June 30, Six Months Ended June 30, 2026 2025 % Change 2026 2025 % Change Marketplace revenues $ 2,538 $ 2,248 13 % $ 5,046 $ 4,391 15 % Advertising revenues 596 482 24 % 1,177 924 27 % Net revenues $ 3,134 $ 2,730 15 % $ 6,223 $ 5,315 17 % Seasonality We expect volume on our Marketplace platforms to trend with general consumer buying patterns.
MD&A — marketplace and advertising revenue results · Filed 06/08/2026
Operating margin decreased to 19.8% for the three months ended March 31, 2026 compared to 23.6% during the same period in 2025.
Quarter highlights — first-quarter operating margin decline · Filed 29/04/2026
Operating margin increased to 21.6% for the three months ended June 30, 2026 compared to 17.6% during the same period in 2025.
Quarter highlights — second-quarter operating margin improvement · Filed 06/08/2026
The following table presents cost of net revenues for the periods indicated (in millions, except percentages): Three Months Ended June 30, Six Months Ended June 30, 2026 2025 % Change 2026 2025 % Change Cost of net revenues (1)(2) $ 832 $ 750 11 % $ 1,634 $ 1,447 13 % Percentage of net revenues 27 % 27 % 26 % 27 % (1)Cost of net revenues was net of immaterial hedging activity for the three and six months ended June 30, 2026 and 2025.
MD&A — cost of net revenues relative to revenues · Filed 06/08/2026
Generated $2.0 billion of operating cash flow and $1.5 billion of free cash flow from continuing operations.
2025 performance highlights — operating and free cash flow · Filed 30/04/2026
Returned over $3.0 billion to stockholders, including $2.5 billion of share repurchases and $531 million paid in cash dividends.
2025 performance highlights — actual capital returns · Filed 30/04/2026
104 Table of Contents eBay Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Stock-Based Compensation Expense The following table presents stock-based compensation expense for the periods indicated (in millions): Year Ended December 31, 2025 2024 2023 Cost of net revenues $ 57 $ 54 $ 53 Sales and marketing 88 91 92 Product development 292 281 272 General and administrative 170 162 158 Total stock-based compensation expense $ 607 $ 588 $ 575 Capitalized in product development $ 20 $ 20 $ 16 As of December 31, 2025, there was $902 million of unearned stock-based compensation that will be expensed from 2026 through 2030.
Note 13 — stock-based compensation expense and future expense · Filed 19/02/2026
We repaid the $750 million aggregate principal amount of our previously outstanding 1.400% senior notes due 2026 on the date of maturity and issued $750 million aggregate principal amount of commercial paper notes.
Quarter highlights — debt repayment and commercial paper issuance · Filed 06/08/2026
The transaction closed on July 30, 2026.
Quarter highlights — acquisition closing on July 30, 2026 · Filed 06/08/2026
We paid $1.4 billion in cash, inclusive of preliminary purchase price adjustments, subject to finalization.
Quarter highlights — acquisition cash consideration · Filed 06/08/2026
Of our equity grants made to executive officers in 2025, 60% of the target equity value was comprised of PBRSUs and 40% was comprised of time-based RSUs.
Executive compensation — actual 2025 equity grant mix · Filed 30/04/2026
Annual Cash Incentives 60% 40% Performance-Based Long-Term Equity Incentives Base Salary based Restricted Stock Units (PBRSUs) Form Key Objective % of Target Equity Value Time-based Restricted Stock Units (RSUs) Hold executives accountable for long-term Company financial performance against FX-neutral revenue, non- GAAP operating margin, and return on invested capital metrics, and three-year relative total shareholder return.
Executive compensation — financial and relative shareholder-return metrics · Filed 30/04/2026
Targets In light of the dynamic macroeconomic environment, the three one-year financial performance targets are generally set in a manner consistent with the current year budget.
Executive compensation — annual financial target setting · Filed 30/04/2026
eBay’s governance practices include the following features: Strong Board independence (11 of 12 current directors are independent) All of our directors stand for election annually Majority vote standard for uncontested director elections Director resignation policy for director nominees who do not receive a majority vote Stockholder right to request eBay to call a special meeting Simple majority vote standard for extraordinary transactions and amendments to bylaws Proxy access bylaws Strong stockholder engagement practices Separate Board Chair and CEO roles Independent Board Chair with robust responsibilities Clawback policies that meet and exceed SEC requirements Stock ownership requirements for our executive officers and directors Anti-hedging and anti-pledging policies Director Nominees Director Committees* Other Public Nominee Affiliation Age Since AC CHCC CGNC RC TC Company Boards Adriane M.
Corporate governance — independence, stockholder rights and compensation safeguards · Filed 30/04/2026
Additionally, during the three-year term of the DPA, the Company is subject to an independent compliance monitor to assess its compliance program and, where appropriate, to modify that program.
Commitments and contingencies — independent compliance monitor under DPA · Filed 19/02/2026
The Company also paid a $3 million penalty.
Commitments and contingencies — paid penalty · Filed 19/02/2026
Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Independent auditor opinion — effective financial reporting controls · Filed 19/02/2026
The term “active buyer” means, as of any date, all buyer accounts that paid for a transaction on our Marketplace platforms within the previous 12-month period.
Business — active buyer definition · Filed 19/02/2026
Buyers may register more than once and, as a result, may have more than one account.
Business — multiple accounts per buyer · Filed 19/02/2026
GMV consists of the total value of all paid transactions between users on our Marketplace platforms during the applicable period inclusive of shipping fees and taxes, without adjustment for returns or cancellations.
MD&A — GMV includes returns and cancellations · Filed 06/08/2026
Net Revenues We generate revenues from the following activities: Marketplace revenues primarily consist of commissions related to the connection service including final value fees, listing fees, feature fees, and foreign exchange fees.
MD&A — marketplace commission and fee structure · Filed 06/08/2026
