EBAY INC — M&A Activity 2026

May 12, 2026

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 12, 2026

eBay Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-37713	77-0430924
(State
or other jurisdiction	(Commission
File Number)	(I.R.S.
Employer
of
incorporation)		Identification
No.)

2025 Hamilton Avenue

San Jose , California 95125

(Address of principal executive offices)

(408) 376-9659

(Registrant’s telephone number, including area code)

Not Applicable.

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

| Title
of each class | Trading
symbol(s) | Name
of each exchange on which registered |
| --- | --- | --- |
| Common
stock | EBAY | The
Nasdaq Global Select Market |

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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The information in Item 7.01 of this Current Report on Form 8-K (this “Current Report”), including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not to be incorporated by reference into any filing by eBay Inc. (the “Company” or “eBay”), under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language contained in such filing, unless otherwise expressly stated in such filing.

Item 7.01 Regulation FD Disclosure.

A copy of the highly confident letter from TD Securities (USA) LLC, dated May 1, 2026 (the “TD Letter”), that was included with the unsolicited, non-binding acquisition proposal from GameStop Corp. (“GameStop”), dated May 3, 2026, is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference. The TD Letter is being furnished as an exhibit to this Current Report as it was the only document that eBay received with GameStop’s acquisition proposal that GameStop omitted from its public disclosures.

Item 8.01 Other Events.

On May 12, 2026, the Company issued a press release disclosing the response of its Board of Directors to the unsolicited, non-binding acquisition proposal from GameStop. A copy of the Company’s press release is attached as Exhibit 99.2 to this Current Report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Highly Confident Letter from TD Securities (USA) LLC, dated May 1, 2026
99.2	Press Release, dated May 12, 2026
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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 hereunto duly authorized.

| | eBay
Inc. |
| --- | --- |
| | (Registrant) |
| Date: May 12, 2026 | /s/ Sama ntha
Wellington |
| | Name:
Samantha Wellington |
| | Title:
Senior Vice President, Chief Legal Officer and Secretary |

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