EBAY INCEBAY
EBAY INC Stock Compensation Disclosure
Employee Benefit Plans
Equity Incentive Plans
We have equity incentive plans under which we grant equity awards inclusive of restricted stock units (“RSUs”), and performance-based restricted stock units (“PBRSUs”) to our directors, officers and employees. As of December 31, 2025, 805 million shares were authorized under our equity incentive plans and 46 million shares were available for future grant.
RSU awards granted to eligible employees under our equity incentive plans generally vest in annual or quarterly installments over a period of four years and are subject to continued employment.
In 2025, 2024 and 2023, certain executives were eligible to receive PBRSUs. Each PBRSU cycle has a three-year performance period (consisting of the average performance each year relative to the financial performance goals for that year), along with a total shareholder return modifier based on the Company’s stock performance relative to the S&P 500 over a three-year performance period. The financial performance goals for each year of the performance period are approved by the Compensation and Human Capital Committee at the beginning of that year. The target number of shares subject to the PBRSU award are adjusted based on the Company’s actual performance in relation to the target financial performance and then adjusted by the total shareholder return modifier at the end of the applicable performance period. Any earned PBRSUs vest, if at all, in March following the end of the applicable three-year performance period.
Employee Stock Purchase Plan
We have an Employee Stock Purchase Plan (“ESPP”) for eligible employees. Under the ESPP, shares of our common stock may be purchased over an offering period with a maximum duration of two years at 85% of the lower of the fair market value on the first day of the applicable offering period or on the last day of the six-month purchase period. Employees may purchase shares having a value not exceeding 10% of their eligible compensation during an offering period and subject to statutory limits. During 2025, employees purchased approximately 3 million shares under this plan compared to 3 million shares in 2024 and 2 million shares in 2023 at average prices of $34.61, $33.14 and $33.63 per share, respectively. As of December 31, 2025, approximately 23 million shares of common stock were reserved for future issuance.
Restricted Stock Unit Activity
The following table presents RSU activity (including PBRSUs that have been earned) under our equity incentive plans as of and for the year ended December 31, 2025 (in millions, except per share amounts):
| Units | Weighted Average Grant-Date Fair Value (per share) | ||||||||||
| Outstanding as of January 1, 2025 | 21 | $ | 49.81 | ||||||||
| Awarded and assumed | 11 | $ | 69.41 | ||||||||
| Vested | (11) | $ | 52.90 | ||||||||
| Forfeited | (2) | $ | 53.81 | ||||||||
| Outstanding as of December 31, 2025 | 19 | $ | 58.76 | ||||||||
| Expected to vest as of December 31, 2025 | 16 | ||||||||||
During 2025, 2024 and 2023, the aggregate intrinsic value of RSUs vested under our equity incentive plans was $821 million, $600 million and $455 million, respectively.
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. If there are any modifications or cancellations of the underlying unvested awards, we may be required to accelerate, increase or cancel all or a portion of the remaining unearned stock-based compensation expense. Future unearned stock-based compensation will increase to the extent we grant additional equity awards, change the mix of grants between stock options and restricted stock units or assume unvested equity awards in connection with acquisitions.
Employee Savings Plans
We have a defined contribution plan, which is qualified under Section 401(k) of the Internal Revenue Code. Participating employees may contribute up to 50% of their eligible earned compensation, but not more than statutory limits. During the years ended December 31, 2025, 2024 and 2023, we contributed one dollar for each dollar a participant contributed, with a maximum contribution of 4% of each employee’s eligible earned compensation, subject to a maximum employer contribution of $14,000, $13,800 and $13,200 per employee for each period, respectively. Our non-U.S. employees are covered by various other savings plans. Total expense for these plans was $72 million, $70 million and $61 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Free Sentinel
Track for freeWant the next EBAY INC stock compensation disclosure the moment it drops?
Set a Sentinel and we'll alert you the moment EBAY INC's next filing hits EDGAR. No credit card, your email never gets sold.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 19, 2026 | Showing above |
| 2024 | Feb 27, 2025 | |
| 2017 | Feb 5, 2018 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.