易趣美股招股说明书(2025-11-04版)

$1,000,000,000 $600,000,000 4.250% Notes due 2029$400,000,000 5.125% Notes due 2035 eBay Inc. is offering $600,000,000 aggregate principal amount of its 4.250% Notes due 2029 (the “2029 Notes”) and$400,000,000 aggregate principal amount of its 5.125% Notes due 2035 (the “2035 Notes” and, together with the 2029 Notes, the“Notes”). Unless redeemed or repurchased prior to maturity, the 2029 Notes will mature on March 6, 2029, and the 2035 Notes willmature on November 6, 2035. We will pay interest on the 2029 Notes semi-annually in arrears on March 6 and September 6 of eachyear, commencing on March 6, 2026. We will pay interest on the 2035 Notes semi-annually in arrears on May 6 and November 6 ofeach year, commencing on May 6, 2026. We may redeem some or all of the Notes of each series at any time and from time to time prior to their maturity, at theapplicable redemption prices described in this prospectus supplement under the caption “Description of Notes—OptionalRedemption.” If a Change of Control Triggering Event (as defined herein) occurs with respect to the Notes of any series, we may berequired to offer to repurchase the Notes of such series from the holders as described under the caption “Description of Notes—Change of Control Triggering Event.” The Notes will be the senior unsecured obligations of eBay Inc. The Notes will rank equally in right of payment with all otherexisting and future senior and unsubordinated indebtedness of eBay Inc. The Notes will be effectively subordinated in right ofpayment to all of our existing and future secured indebtedness, if any, to the extent of the value of the collateral securing thatindebtedness. The Notes will also be structurally subordinated in right of payment to all existing and future indebtedness and otherliabilities of our subsidiaries. The Notes of each series are a new issue of securities for which there currently is no established trading market. We do notintend to apply for listing of any series of the Notes on any securities exchange or for quotation of the Notes on any automated dealerquotation system. Investing in the Notes involves a high degree of risk. See “Risk Factors” beginning on page S-6 of this prospectussupplement and on page 3 of the accompanying prospectus and in our most recent Annual Report on Form 10-K forinformation about important risks you should consider before buying the Notes. (1)Plus accrued interest, if any, from November 6, 2025, if the settlement date occurs after that date. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful orcomplete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the Notes in book-entry form only through the facilities of The Depository Trust Companyfor the accounts of its participants, including Clearstream Banking, S.A. and Euroclear Bank S.A./N.V., as operator for the EuroclearSystem, against payment in New York, New York on or about November 6, 2025, which is the third business day following the date ofthis prospectus supplement. See “Underwriting.” The date of this prospectus supplement is November 3, 2025. TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTPROSPECTUS SUPPLEMENT SUMMARYRISK FACTORSFORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDESCRIPTION OF NOTESMATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONSUNDERWRITINGLEGAL MATTERSEXPERTSINCORPORATION BY REFERENCE Prospectus ABOUT THIS PROSPECTUSEBAY INC.RISK FACTORSFORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF WARRANTSDESCRIPTION OF DEPOSITARY SHARESDESCRIPTION OF PURCHASE CONTRACTSDESCRIPTION OF UNITSBOOK-ENTRY FORM AND TRANSFERPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATION ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of a “shelf” registration statement that we have filedwith the U.S. Securities and Exchange Commission (the “SEC”). By using a shelf registration statement, we may sell one or moreseries of the debt securities described in the accompanying prospectus from time to time in one or more offerings. The accompanyingprospectus provides you with a general description of some of the terms of the debt securities we may offer, some of which may not beapplicable to this offering. This prospectus supplement describes some of the specific terms applicable to this offering of Notes. Inaddition, this prospectus supplement and any related free writing prospectus may also add, update or change information contained inthe accompanying prospectus or any document incorporated or deemed to be incorporated by reference therein and, accordingly, anystatement in the accompanying prospectus or in any document incorporated or deemed to be incorporated by re