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DEFA14A 1 a20260528defa14a.htm DEFA14A Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.__ )

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☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☒ Definitive Additional Materials

☐ Soliciting Material under Rule 14a-12

ETSY, INC.

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

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Supplement to Definitive Proxy Statement dated April 17, 2026

For the 2026 Annual Meeting of Stockholders to be held on June 9, 2026

This supplement (the “Supplement”) amends and supplements the definitive proxy statement filed by Etsy, Inc. (“Etsy” or the “Company”) with the U.S. Securities and Exchange Commission on April 17, 2026 (the “Proxy Statement”) in connection with Etsy’s Annual Meeting of Stockholders to be held on June 9, 2026 (the “2026 Annual Meeting”). This Supplement should be read in conjunction with the Proxy Statement.

Additional Information Related to Proposal 4, approval of an amendment to our 2024 Equity Incentive Plan to increase the number of shares available for issuance.

On April 9, 2026, our Board of Directors (our “Board”) approved an amendment to our 2024 Equity Incentive Plan (as amended, “the Amended 2024 Plan”), subject to approval by our stockholders, to increase the number of shares available for issuance by 3,824,088 shares, or approximately 4% of shares outstanding as of March 31, 2026.

Equity compensation is an integral part of our compensation program, which is essential for executing on our business strategy and preserving our mission to “Keep Commerce Human.” Equity is important not only for our Executive Team and Directors, but also for a significant percentage of our employees. The technology industry is highly competitive, particularly for engineering and product talent. The use of equity within our compensation program aligns the interests of our Executive Team, Directors, and employees with the interests of Etsy’s long-term stockholders. If we are unable to grant equity awards, we would need to significantly increase cash compensation for executives and employees to remain competitive, which would reduce the cash otherwise available to invest in our business and/or return to stockholders, such as through share repurchases.

We have presented a modest and targeted share increase request intended to maintain our equity compensation program and the competitive market position of our compensation program. Based on shares outstanding as of March 31, 2026, our share overhang was less than 16%, and would be at or under 20% after giving effect to the additional shares requested. This modest share request is consistent with the anticipated share usage communicated when our plan was last approved in 2024 and will enable our continued use of equity compensation, which is necessary to maintain a competitive compensation program.

This request is presented following substantial steps that have contributed to recalibration of our stock-based compensation, including:

•Divestitures: In recent years, Etsy has divested (or agreed to divest) three equity-intensive subsidiaries: Elo7 (2023), Reverb (2025), and Depop (pending, with closing anticipated by the end of the third quarter of 2026). What remains post-divestitures will be a profitable, mature, core marketplace where equity spend as a portion of revenue and enterprise value is lower.

•Introduction of Long-term Cash Awards: In 2025, Etsy replaced a portion of the grant value for certain employees below the VP level with cash-based long-term compensation, which reduced equity grant values for that population.

•Vesting Period Reduction: In 2025, Etsy also shortened the standard equity vesting terms from four years to three years, generally reducing the value of annual refresh equity grants. This shift, when combined with the introduction of long-term cash awards, reduced annual equity expense in 2025 by approximately 13%.

Collectively, these efforts reflect a deliberate recalibration of grant levels and their dilutive effect following the elevated equity compensation environment of the 2021–2022 technology hiring cycle. For additional details, please see slides included as Appendix A to this Supplement. As a result, we believe that historical equity usage does not appropriately reflect Etsy’s current and expected go-forward equity compensation program.

By approving Proposal 4, stockholders will provide Etsy the flexibility to hire and retain talent necessary to preserve the uniqueness and scale of the Etsy marketplace, while preserving cash to invest in our business and/or return to stockholders. We saw encouraging signals during the first quarter of 2026 that our growth priorities are taking hold, including 5.5% year-over-year growth in Etsy marketplace gross merchandise sales1. Further, we continue to execute with discipline, measuring progress through observable changes in customer behavior. We believe that stockholders’ approval of Proposal 4 will allow Etsy to execute on our growth priorities at this pivotal period

1 Excluding Reverb from the prior year period and reflecting Depop as discontinued operations for all periods.

following our leadership transition. If Proposal 4 is not approved, we may be required to reevaluate our compensation program, which could include pivoting to cash compensation as a larger component of total compensation.

For additional details, please see slides included as Appendix A to this Supplement, where we provide data demonstrating how our equity program reflects a track record of intentional and effective cost management.

Our Board recommends a vote “FOR” the approval of an amendment to our 2024 Equity Incentive Plan to increase the number of shares available for issuance.

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Additional Information Related to Proposal 1, Election of Directors.

At our 2026 Annual Meeting, each of M. Michele Burns, Josh Silverman, and Fred Wilson are standing for re-election. Mr. Wilson brings extensive experience with technology and social media companies, as well as deep understanding of our business and operations through his tenure on our Board and as one of our early investors. Mr. Wilson has significant experience in corporate governance, technology company strategy, and scaling businesses in growth. He is also a well-known thought leader on technology, venture capital, and management matters.

Additionally, in January 2026, Mr. Wilson became Etsy’s Lead Independent Director. His appointment as Etsy’s Lead Independent Director followed our previously announced leadership transition pursuant to which Kruti Patel Goyal became our Chief Executive Officer and Josh Silverman stepped down as Chief Executive Officer to become Executive Chair, in each case effective as of January 1, 2026.

In addition to overseeing two CEO leadership transitions at Etsy, he brings deep experience, strong independent judgment, and a long history of thoughtful stewardship. Our Board believes that having a Lead Independent Director is an important governance best practice, and that Fred is exceptionally well suited for the Lead Independent Director role.

Further, Etsy’s mission to “Keep Commerce Human” requires us to serve a community of buyers and sellers that is extraordinarily diverse. As a result, we have long valued diversity of all types in our business as well as on our Board. For example:

•Five of our 11 directors self-identified as women (45% women), and three self-identified as racially/ethnically diverse (27% racially/ethnically diverse).

•Our directors have a breadth of experience across industries and disciplines and a range of tenures, as well as a broad variety of backgrounds, including differences of viewpoint, age, skill, gender, race, ethnicity, and disability status.

•Additionally, our Policies and Procedures for Director Candidates provide that, when searching for new directors, our Nominating and Corporate Governance Committee will make reasonable efforts to seek out diverse candidates.

Approving the re-election of Mr. Wilson as a director maintains continuity of leadership at Etsy at this pivotal time following our CEO leadership transition as we focus on executing on our growth priorities and the core Etsy marketplace.

Our Board recommends a vote “FOR” each of the director nominees included in Proposal 1, Election of Directors.

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Cautionary Note Regarding Forward-Looking Statements

This proxy supplement contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements include, but are not limited to, statements relating to our stock-based compensation plans, philosophy, or goals; our mission, strategy, or our growth opportunities; the impact of our executive leadership transitions; the consummation and impact of sales or divestitures; future investments and the return of capital to stockholders; and the timing of any of the foregoing. Forward-looking statements include all statements that are not historical facts. In some cases, forward-looking statements can be identified by terms such as “aim,” “anticipate,” “believe,” “could,” “enable,” “estimate,” “expect,” “goal,” “intend,” “may,” “plan,” “potential,” “project,” “seek,” “should,” “target,” “will,” “would,” or similar expressions and derivative forms and/or negatives of those terms.

Forward-looking statements are not guarantees of performance and involve known and unknown risks, uncertainties, and other important factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. Those risks include those described in Part I, Item 1A, “Risk Factors” and elsewhere in our Annual Report on Form 10-K, as updated by our Quarterly Report on Form 10-Q and our other filings with the Securities and Exchange Commission. Given these uncertainties, you should not place undue reliance on any forward-looking statements in this proxy supplement.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this proxy supplement and, although we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.

Appendix A

SEC Form DEFA14A filed by Etsy Inc.