eBay (EBAY) FY2025 10-K Risk Factors: 17 New, 16 Dropped

What the changes say

Cross-border trade and tariffs received sharper emphasis, with 2025 U.S. restrictions and changing tariff levels threatening eBay’s revenue and profit.
AI is now a distinct competitive risk affecting search referrals, advertising effectiveness, platform traffic and required product investment.
Trust, payments, fraud, cybersecurity and outages remain central operating risks, with added emphasis on costs, regulation and platform reliability.
Consumer spending, international exposure and regulatory complexity continue to drive substantial volatility in eBay’s results.

What changed since the prior 10-K

New

NewBusiness, Economic and Operating Risks
We experience significant variation in our operating and financial results, including GMV and net revenues
Quarterly transaction timing and changes in buyers, sellers, marketing, competition or strategy make GMV, revenue and earnings difficult to forecast.
NewBusiness, Economic and Operating Risks
We face intense competition that may materially harm our business
eBay faces broader competition from retail, ecommerce, live commerce, advertising, search, social media and AI-powered agents and chatbots.
NewBusiness, Economic and Operating Risks
If our advertising products, including our Promoted Listings, are not competitive, we will lose advertising revenues and our business will be harmed
If Promoted Listings and other advertising products cannot compete with off-platform options or AI tools, eBay could lose advertising revenue.
NewBusiness, Economic and Operating Risks
Our business depends on consumer engagement and spending, which makes our results of operations particularly sensitive to shifts in, and events that impact, consumer confidence, platform engagement and buying trends
Tariffs, inflation, geopolitical events, disasters, pandemics, cultural shifts and AI shopping tools can reduce consumer engagement and discretionary spending.
NewBusiness, Economic and Operating Risks
We may not be able to keep pace with technological changes, including emerging AI technologies, and with changes in consumer demands and expectations
If AI agents and chatbots send fewer referrals than traditional search engines, eBay could lose traffic unless its platform adapts.
NewBusiness, Economic and Operating Risks
Our international operations subject us to various uncertainties, costs and risks, which could harm our business
International operations, especially in the United Kingdom, Germany and Greater China, face tariffs, de minimis changes, localization costs and payment fraud.
NewBusiness, Economic and Operating Risks
Cross-border trade is an important source of revenue and profit for us, and changes to global trade policies can significantly impact our customers and materially harm our business
Higher tariffs, shipping costs, delivery times and other trade restrictions could reduce cross-border buying and selling, an important source of revenue and profit.
NewBusiness, Economic and Operating Risks
Our buyer and seller trust and protection programs increase our costs and loss rate, and failure to manage such programs effectively can damage customers’ trust in transacting on our platforms, which could harm our business
Buyer and seller protection programs increase expenses, losses, litigation and regulatory exposure, while poor management could undermine transaction trust.
NewBusiness, Economic and Operating Risks
Systems failures and business interruptions could harm our business
Hardware failures, cyberattacks, disasters, power or telecommunications disruptions and nonredundant systems could interrupt eBay platforms, applications or payment services.
NewBusiness, Economic and Operating Risks
Our payments and financial services offerings require ongoing investment and subject us to substantial legal, operational and third-party risks
Payments and financial services require continuing investment and compliance with varied licensing, capital, funds-handling, disclosure, data and reporting rules.
NewBusiness, Economic and Operating Risks
We are subject to significant fraud risk on our platforms
Fraudulent nonpayment, nondelivery and buyer withdrawals can create losses and leave consumer protection efforts unable to satisfy every customer.
NewBusiness, Economic and Operating Risks
We face significant risk from cyberattacks and data security breaches
Cyberattacks and breaches involving users’ and employees’ transaction, identity, biometric, health, payment and financial information could disrupt operations and increase liability.
NewBusiness, Economic and Operating Risks
Our success largely depends on attracting, retaining, and developing our senior managers and other key employees
NewBusiness, Economic and Operating Risks
We and our customers depend in part on third parties for products and services, some of which are controlled by our competitors, and changes to these products and services could harm our business
NewRegulatory and Legal Risks
We face significant risk of liability for the actions of our customers, including products sold by sellers on our platforms
NewRegulatory and Legal Risks
We face risk from third parties that allege that we infringe, or are responsible when our customers infringe, on their intellectual property rights
NewFinancial Risks
Our stock repurchases are discretionary and, even if effected, they may not achieve the desired objectives

Dropped

DroppedBusiness, Economic, Market and Operating Risks
Our operating and financial results are subject to various risks and uncertainties that could adversely affect our business, financial condition, results of operations and cash flows, as well as the trading price of our common stock and debt securities
General quarterly volatility in operating results, cash flows and securities prices.
DroppedBusiness, Economic, Market and Operating Risks
Substantial and increasingly intense competition worldwide in ecommerce may harm our business
Intense worldwide ecommerce competition from established businesses with larger resources and user communities.
DroppedBusiness, Economic, Market and Operating Risks
Our international operations and engagement in cross-border trade are subject to risks, which could harm our business
DroppedBusiness, Economic, Market and Operating Risks
Our business may be adversely affected by geopolitical events, natural disasters, seasonal factors and other factors, including increased usage of other websites, that could cause our users to spend less time, or transact less, on our websites or mobile platforms and applications
Geopolitical events, disasters, climate effects and other diversions reducing time spent on eBay.
DroppedBusiness, Economic, Market and Operating Risks
If we cannot keep pace with rapid technological developments or continue to innovate and create new initiatives to provide new programs, products and services, the use of our products and our revenues could decline
International operations and cross-border trade, including exposure in the United Kingdom, Germany, Australia and Greater China.
DroppedBusiness, Economic, Market and Operating Risks
Changes to our programs to protect buyers and sellers could increase our costs and loss rate, and failure to manage such programs effectively can result in harm to our reputation
Rapid technological change and the need to innovate products, financial services, advertising and customer features.
DroppedBusiness, Economic, Market and Operating Risks
Operations and continued development of our payments system and financial services offerings require ongoing investment, are subject to evolving laws, regulations, rules, and standards, and involve risk, including risks related to our dependence on third-party providers
Costs, losses and reputational harm from changes to buyer and seller protection programs.
DroppedBusiness, Economic, Market and Operating Risks
Failure to deal effectively with fraudulent activities on our Marketplace platforms would increase our loss rate and harm our business and could severely diminish merchant and consumer confidence in and use of our services
Investment, regulation and third-party dependence affecting payments and financial services.
DroppedBusiness, Economic, Market and Operating Risks
Cyberattacks and data security breaches and incidents could significantly damage our reputation, reduce our revenues, increase our costs, result in litigation and regulatory penalties, and otherwise harm our business
DroppedBusiness, Economic, Market and Operating Risks
Systems failures and resulting interruptions in the availability of or degradation in the performance of our websites, applications, products or services could harm our business
Fraudulent activity causing losses and reducing merchant and consumer confidence.
DroppedBusiness, Economic, Market and Operating Risks
Our success largely depends on key employees. Because competition for key employees is intense, we may not be able to attract, retain, and develop the highly skilled employees we need to support our business
Cyberattacks and data breaches causing reputational, revenue, litigation and regulatory harm.
DroppedBusiness, Economic, Market and Operating Risks
Problems with or price increases by third parties who provide services to us or to our sellers could harm our business
System interruptions or degraded performance affecting websites, applications, products and services.
DroppedRegulatory and Legal Risks
We are subject to laws and regulations that are not primarily intended for online commerce, and interpretations of these laws and regulations could harm our business
Dependence on attracting, retaining and developing senior managers, engineers and other key employees.
DroppedRegulatory and Legal Risks
We could be subject to regulatory or agency investigations and/or court proceedings under unfair competition laws that could adversely impact our business
Operational and pricing problems involving third parties serving eBay or its sellers, including shipping, payments, authentication and AI providers.
DroppedRegulatory and Legal Risks
The listing or sale by our users of certain items, including items that allegedly infringe the intellectual property rights of rights owners, including pirated or counterfeit items, illegal items or items used in an illegal manner, may harm our business
DroppedRegulatory and Legal Risks
We are subject to risks associated with information disseminated through our services

Reworded

93% rewrittenRegulatory and Legal Risks
We are subject to extensive and increasing regulation and oversight, which could adversely impact our business
The regulation list now expressly includes antibribery, money laundering and terrorist-financing rules, while reorganizing tax and competition categories.
Was: Our business is subject to extensive and increasing government regulation and oversight, which could adversely impact our business
82% rewrittenRegulatory and Legal Risks
Increasing levels of regulation in the areas of privacy, protection of user data and cybersecurity could harm our business
Privacy and cybersecurity laws are described as frequently changing and potentially restricting customer services, with expanded global scrutiny that may materially harm eBay.
Was: New laws and increasing levels of regulation in the areas of privacy, protection of user data and cybersecurity could harm our business
75% rewrittenFinancial Risks
Fluctuations in interest rates, and changes in regulatory guidance related to such interest rates, could adversely impact our financial results
The update says borrowing costs stayed relatively flat despite 2025 rate cuts and adds that interest-rate hedges may not fully offset future increases.
74% rewrittenRegulatory and Legal Risks
We may be unable to adequately protect or enforce our own intellectual property rights
The risk now specifically notes that confidentiality agreements can be breached and may not provide an adequate remedy.
Was: We may be unable to adequately protect or enforce our intellectual property rights and face ongoing allegations by third parties that we are infringing their intellectual property rights
71% rewrittenBusiness, Economic and Operating Risks
Our acquisitions, dispositions, joint ventures, strategic partnerships and strategic investments create potential material risks to our business
The discussion now expressly covers acquisitions, dispositions, investments, partnerships and joint ventures, with detailed integration, personnel and execution risks.
Was: Acquisitions, dispositions, joint ventures, strategic partnerships and strategic investments could result in operating difficulties and could harm our business or impact our financial results
65% rewrittenRegulatory and Legal Risks
We are subject to laws and regulations that are not primarily intended for online commerce, and governments and regulators regularly subject us to litigation, inquiries and investigations, as they seek to extend new and existing laws to reach our business model
The emphasis shifts from listed litigation and investigations to uncertainty applying older non-Internet laws to online commerce and unpredictable private or regulatory claims.
Was: We are regularly subject to litigation and regulatory and government inquiries, investigations and disputes, as our business evolves and as governments and regulators seek to extend new and existing laws to reach our business model
59% rewrittenRegulatory and Legal Risks
Our business and our sellers and buyers may be subject to evolving sales and other tax regimes in various jurisdictions, which may harm our business
The update removes the explanation that tax statutes predated ecommerce and instead emphasizes changing tax regulations and uncertain applicability to eBay and sellers.
58% rewrittenRegulatory and Legal Risks
Our disclosures and stakeholder expectations related to environmental, social and governance matters may impose additional costs and expose us to new risks
The ESG risk now includes eBay’s net-zero target and explicitly adds regulator expectations alongside evolving stakeholder expectations.
44% rewrittenFinancial Risks
We have substantial indebtedness and we cannot guarantee that we will always generate sufficient cash flow to service our existing and future indebtedness
Was: We have substantial indebtedness, and we may incur substantial additional indebtedness in the future, and we may not generate sufficient cash flow from our business to service our indebtedness

All 29 risk factors

Headings as the filing states them, in filing order.

Business, Economic and Operating Risks

01We experience significant variation in our operating and financial results, including GMV and net revenuesNew
02We face intense competition that may materially harm our businessNew
03If our advertising products, including our Promoted Listings, are not competitive, we will lose advertising revenues and our business will be harmedNew
04Our business depends on consumer engagement and spending, which makes our results of operations particularly sensitive to shifts in, and events that impact, consumer confidence, platform engagement and buying trendsNew
05We may not be able to keep pace with technological changes, including emerging AI technologies, and with changes in consumer demands and expectationsNew
06Our international operations subject us to various uncertainties, costs and risks, which could harm our businessNew
07Cross-border trade is an important source of revenue and profit for us, and changes to global trade policies can significantly impact our customers and materially harm our businessNew
08Our buyer and seller trust and protection programs increase our costs and loss rate, and failure to manage such programs effectively can damage customers’ trust in transacting on our platforms, which could harm our businessNew
09Systems failures and business interruptions could harm our businessNew
10Our payments and financial services offerings require ongoing investment and subject us to substantial legal, operational and third-party risksNew
11We are subject to significant fraud risk on our platformsNew
12We face significant risk from cyberattacks and data security breachesNew
13Our success largely depends on attracting, retaining, and developing our senior managers and other key employeesNew
14We and our customers depend in part on third parties for products and services, some of which are controlled by our competitors, and changes to these products and services could harm our businessNew
15Our acquisitions, dispositions, joint ventures, strategic partnerships and strategic investments create potential material risks to our business71% rewritten

Regulatory and Legal Risks

16We are subject to extensive and increasing regulation and oversight, which could adversely impact our business93% rewritten
17We face significant risk of liability for the actions of our customers, including products sold by sellers on our platformsNew
18Increasing levels of regulation in the areas of privacy, protection of user data and cybersecurity could harm our business82% rewritten
19We face risk from third parties that allege that we infringe, or are responsible when our customers infringe, on their intellectual property rightsNew
20We are subject to laws and regulations that are not primarily intended for online commerce, and governments and regulators regularly subject us to litigation, inquiries and investigations, as they seek to extend new and existing laws to reach our business model65% rewritten
21Our business and our sellers and buyers may be subject to evolving sales and other tax regimes in various jurisdictions, which may harm our business59% rewritten
22We may be unable to adequately protect or enforce our own intellectual property rights74% rewritten
23Our disclosures and stakeholder expectations related to environmental, social and governance matters may impose additional costs and expose us to new risks58% rewritten
24We may be exposed to claims and liabilities as a result of the Distribution of PayPal

Financial Risks

25We may have exposure to greater than anticipated tax liabilities
26Fluctuations in interest rates, and changes in regulatory guidance related to such interest rates, could adversely impact our financial results75% rewritten
27We are exposed to fluctuations in foreign currency exchange rates, which could negatively impact our financial results
28We have substantial indebtedness and we cannot guarantee that we will always generate sufficient cash flow to service our existing and future indebtedness44% rewritten
29Our stock repurchases are discretionary and, even if effected, they may not achieve the desired objectivesNew

Other eBay 10-Ks

FY2024 10-K risk factors
28 risks
Marketplace trust, fraud, counterfeit goods, cybersecurity, and service reliability dominate operational risks.
Filed Feb 27, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.