Form 8-K

8-K — EBAY INC

Accession: 0001552781-26-000302

Filed: 2026-05-05

Period: 2026-05-04

CIK: 0001065088

SIC: 7389 (SERVICES-BUSINESS SERVICES, NEC)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — e26238_ebay-8k.htm (Primary)

EX-99.1 (e26238_ex99-1.htm)

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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 4,

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

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. ☐

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.

On May 4, 2026, the Company issued a press release confirming receipt of

an unsolicited, non-binding acquisition proposal from GameStop Corp. A copy of the Company’s press release is attached as Exhibit

99.1 to this Current Report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

99.1

Press release dated May 4, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 5, 2026

/s/

Samantha Wellington

Name:

Samantha Wellington

Title:

Senior Vice President, Chief Legal Officer and Secretary

EX-99.1

Filename: e26238_ex99-1.htm · Sequence: 2

Exhibit 99.1

eBay Confirms Receipt of Unsolicited Proposal from

GameStop

No Action Required from eBay Shareholders at This

Time

SAN JOSE, Calif. – May 4, 2026 – eBay Inc. (Nasdaq:

EBAY), a global commerce leader that connects millions of buyers and sellers around the world, today confirmed that it has received an

unsolicited, non-binding acquisition proposal from GameStop. eBay had no discussions with or outreach from GameStop prior to receiving

the proposal.

eBay’s Board of Directors, in consultation with its financial and

legal advisors, will carefully review and consider the unsolicited proposal to determine the course of action that it believes is in the

best interests of the company and all eBay shareholders. eBay shareholders are advised to take no action at this time.

The Board will review this proposal with a focus on the value to be delivered

to eBay shareholders, including the value of the GameStop stock consideration and the ability of GameStop to deliver a binding, actionable

proposal.

With 135 million buyers across 190 markets, eBay operates a global, scaled

marketplace that requires disciplined execution, deep domain expertise, and ongoing investment in innovation. Indeed, the eBay Board and

leadership team are executing a focused strategy to drive sustainable growth and long-term shareholder value. This strategy is delivering

results as demonstrated by the company’s full year 2025 results and recent first quarter 2026 earnings. eBay continues to deliver

value for the millions of buyers and sellers on its platform.

Until the Board has further carefully and thoroughly considered the proposal,

the company does not intend to comment further at this time.

About eBay

eBay Inc. (Nasdaq: EBAY) is a global commerce leader that connects people

and builds communities to create economic opportunity for all. Our technology empowers millions of buyers and sellers in more than 190

markets around the world, providing everyone the opportunity to grow and thrive. Founded in 1995 in San Jose, California, eBay is one

of the world's largest and most vibrant marketplaces for discovering great value and unique selection. In 2025, eBay enabled nearly $80

billion of gross merchandise volume. For more information about the company and its global portfolio of online brands, visit www.ebayinc.com.

Forward-Looking Statements

This press release contains forward-looking statements relating to, among

other things, the future performance of eBay Inc. and its consolidated subsidiaries that are based on the company's current expectations,

forecasts and assumptions and involves risks and uncertainties. These statements include, but are not limited to, management's vision

for the future of eBay and our ability to accomplish our vision, the future growth in our business, our ability to drive sustainable long-term

growth and create lasting value for our shareholders, the impact of current and contemplated strategic initiatives and offerings, partnerships

with and acquisitions of other companies, and new and updated product features or programs, including the initiatives, offerings, partnerships,

acquisitions, features and programs discussed in our earnings press release for the first quarter 2026, the effects of foreign currency

volatility and our ability to respond to such effects, operating efficiency and margins, and dividends and share repurchases. In some

cases, forward-looking statements can be identified by terms such as “aim,” “anticipate,” “believe,”

“commit,” “consider,” “continue,” “could,” “design,” “develop,”

“enable,” “estimate,” “expect,” “forecast,” “future,” “goal,”

“impact,” “intend,” “likely,” “maintain,” “may,” “ongoing,” “opportunity,”

“optimistic,” “outlook,” “plan,” “possible,” “potential,” “predict,”

“probable,” “pursue,” “remain,” “seek,” “should,” “strategy,”

“strive,” “target,” “value,” “will,” “would,” or similar expressions, variations

and derivative forms and/or the negatives of those words. Forward-looking statements involve substantial risks and uncertainties that

may cause actual results to differ materially from those that eBay expects. These and other risks and uncertainties include market risks,

trends and conditions. These and other risks and uncertainties are more fully described in eBay’s filings with the Securities and

Exchange Commission, including in the risk factors included in eBay’s Annual Report on Form 10-K for the year ended December 31,

2025, and subsequent reports that eBay files with the Securities and Exchange Commission. In light of such risks, readers are cautioned

not to place undue reliance on such forward-looking statements. Forward-looking statements represent beliefs and assumptions of eBay only

as of the date of this press release. eBay does not intend to update, and disclaim any obligation to update, any of these forward-looking

statements for any reason after the date of this press release or to conform these statements to actual results or revised expectations,

except as required by law.

Investor Relations Contact:

John Egbert

ir@ebay.com

Media Relations Contact:

Sybille St. Arromand

press@ebay.com

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