Subsequent Events |
3 Months Ended |
|---|---|
May 02, 2026 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | Subsequent Events On May 3, 2026, the Company submitted a non-binding proposal (the “Proposal”) to acquire 100% of the outstanding shares of eBay for $125.00 per share in a combination of cash and stock. On May 12, 2026, eBay rejected the Proposal. Consummation of the Proposal was subject to customary closing conditions, including approval by the shareholders of both the Company and eBay, as well as the receipt of required antitrust approvals. There can be no assurance that the Company will enter into a binding agreement with respect to an acquisition of Ebay, on terms favorable to the Company, or at all. On May 4, 2026, the Company filed a Schedule 13D with the Securities and Exchange Commission reporting its combined beneficial ownership of, and economic exposure to, eBay, consisting of direct beneficial ownership of 25,000 shares of eBay Common Stock and derivative exposure to 22,176,000 additional shares through a series of American-style put and call option transactions expiring February 23, 2028 (as further described in Note 10). On May 19, 2026, the Company filed Amendment No. 1 to the Schedule 13D, reflecting an increase in its derivative exposure to 29,078,699 shares of eBay Common Stock. On May 28, 2026, the Company filed Amendment No. 2 to the Schedule 13D, reflecting a further increase in its derivative exposure to 34,508,990 shares of eBay Common Stock. On June 5, 2026, the Company filed Amendment No. 3 to the Schedule 13D (the “Amendment No. 3”) disclosing (i) the acquisition of additional eBay Common Stock and Put/Call Pairs and (ii) that the HSR Act Condition was satisfied on June 3, 2026, and as a result, the Company (in the case of the call portion of the Put/Call Pairs) and the financial institution counterparty (in the case of the put portion of the Put/Call Pairs) electing to settle the Put/Call Pairs now have the option, but not the obligation, to elect for physical settlement of the shares of eBay Common Stock underlying such Put/Call Pairs in lieu of cash settlement. Thus, as further reported in Amendment No. 3, the Company may be deemed, as of June 5, 2026, to beneficially own 39,874,306 shares of eBay Common Stock, consisting of 827,648 shares of eBay Common Stock owned directly by the Company and a further 39,046,658 shares of eBay Common Stock underlying the Put/Call Pairs. The Company does not have voting power or dispositive power with respect to the 39,046,658 shares of eBay Common Stock underlying the Put/Call Pairs unless and until such Put/Call Pairs are physically settled for shares of eBay Common Stock. On June 2, 2026, the Company issued a press release announcing that the Company's Board of Directors has approved a new discretionary $2.0 billion share repurchase authorization to replace the previous share repurchase authorization. Under the new share repurchase authorization, the Company may repurchase shares of its Class A common stock from time to time in compliance with SEC regulations and other legal requirements, and subject to market conditions and other factors. The repurchase authorization does not require the Company to acquire any specific number of shares and may be terminated at any time.
|