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): November 25, 2024
eBay Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | 001-37713 | 77-0430924 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
2025 Hamilton Avenue
San Jose, California 95125
(Address of principal executive offices)
(408) 376-7108
(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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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:
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| Title of each class | | Trading symbol(s) | | Name of 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. ☐
Item 8.01. Other Events.
On November 25, 2024, eBay International Holding GmbH, a wholly owned subsidiary of eBay Inc. (“eBay”), completed the sale of 96,745,804 ordinary shares of Aurelia Netherlands Topco B.V. to Aurelia UK Feederco Limited, a private limited company incorporated under the laws of England and Wales, for approximately $1.04 billion in cash.
eBay intends to use the cash proceeds from the sale for general corporate purposes, which may include share repurchases, repayment of indebtedness, capital expenditures, and possible acquisitions. eBay expects to share its next update on its overall plans for capital allocation when it reports its financial results for the year ended December 31, 2024.
Cautions Regarding Forward-Looking Statements
Certain statements herein are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements are often identified by words such as “expects,” “intends,” “may,” “plans,” “possible” and other similar words or expressions. Such forward-looking statements reflect eBay’s current expectations or beliefs concerning future events and actual events may differ materially from historical results or current expectations. The reader is cautioned not to place undue reliance on these forward-looking statements, which are not a guarantee of future performance and are subject to a number of uncertainties, risks, assumptions and other factors, many of which are outside the control of eBay. The forward-looking statements in this document address a variety of subjects and factors outside of eBay’s control could cause actual results to differ materially from those described in these forward-looking statements. In addition, actual results are subject to other risks and uncertainties that relate more broadly to eBay’s overall business, including those more fully described in eBay’s filings with the U.S. Securities and Exchange Commission, including its annual report on Form 10-K for the fiscal year ended December 31, 2023 and subsequent quarterly reports on Form 10-Q. The forward-looking statements in this document speak only as of this date. eBay undertakes no obligation to revise or update publicly any forward-looking statement, except as required by law.
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.
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| | eBay Inc. | |
| | (Registrant) | |
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| Date: November 25, 2024 | /s/ Samantha Wellington |
| | Name: | Samantha Wellington | |
| | Title: | Senior Vice President, Chief Legal Officer and Secretary |
