Etsy Inc 2024年度报告

Washington, D.C. 20549_________________________FORM10-K__________________________ Annual Report Pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934For the fiscal year endedDecember 31, 2024 OR Transition Report Pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934For the transition period fromto Securities registered pursuant to Section12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☒No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject tosuch filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company,or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and“emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☒Non-accelerated filer☐ Accelerated filerSmaller reporting companyEmerging 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 withany new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firmthat prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant includedin the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June30, 2024 (the lastbusiness day of the registrant’s most recently completed second fiscal quarter), was approximately $6.7billion. The number of shares of common stock outstanding as ofFebruary14, 2025was107,072,348. Documents Incorporated By Reference Portions of the registrant’s Proxy Statement for its 2025 Annual Meeting of Stockholders, to be filed with the Securities and ExchangeCommission no later than 120 days after December31, 2024, are incorporated by reference in PartIII of this Annual Report. Table of Contents Note Regarding Forward-Looking StatementsSummary Risk Factors Part I - Financial Information 1Item 1.Business41Item 1A.Risk Factors66Item 1B.Unresolved Staff Comments67Item 1C.Cybersecurity68Item 2.Properties68Item 3.Legal Proceedings68Item 4.Mine Safety Disclosures 69Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities70Item 6.[Reserved]71Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations83Item 7A.Quantitative and Qualitative Disclosures About Market Risk84Item 8.Financial Statements and Supplementary Data121Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure121Item 9A.Controls and Procedures122Item 9B.Other Information122Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 123Item 10.Directors, Executive Officers and Corporate Governance123Item 11.Executive Compensation123Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters123Item 13.Certain Relationships and Related Transactions, and Director Independence123Item 14.Principal Accounting Fees and Services Part IV Unless otherwise noted, references to a particular year are to our fiscal year, which corresponds to the calendar year ended or ending on December 31 of