v3.26.1
Derivative Asset and Related Equity Investment
6 Months Ended
Aug. 01, 2026
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Derivative Asset and Related Equity Investment Derivative Asset and Related Equity Investment
Derivative Asset
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 transaction consisting of cash and Company stock.
In connection with the Proposal, during the first half of fiscal 2026, the Company entered into the Put/Call Pairs providing economic exposure to 39,046,658 shares of eBay Common Stock. Each Put/Call Pair, consisting of a non-transferable embedded purchased call option and a non-transferable embedded written put option entered into contemporaneously with the same counterparty, was accounted for as a single forward contract.
The Put/Call Pairs were settleable solely in cash until the Company provided the counterparty with evidence that all applicable filings had been made and any required waiting periods had expired or approvals had been obtained under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act Condition"). The HSR Act Condition was satisfied on June 3, 2026.
The Company presented the gross fair value of the Put/Call Pairs as a Derivative asset and any related cash collateral as Collateral pledged for derivative asset in its condensed consolidated balance sheets.

For the three and six months ended August 1, 2026, the Company recognized gains on the derivative asset, net, of $166.3 million and $434.7 million, respectively, in its condensed consolidated statements of operations as a component of non-operating income.
Equity Investment

On July 15, 2026, the Company exercised all outstanding Put/Call Pairs and acquired direct beneficial ownership of 39,046,658 shares of eBay Common Stock for aggregate cash consideration of $3,955.2 million, reflecting an average strike price of $101.30 per share. Upon settlement, the Company derecognized the derivative asset and recognized the shares received at their settlement-date fair value of $4,402.9 million, comprising the cash paid upon exercise and the $447.7 million fair value of the
derivative asset derecognized. The $983.3 million of cash collateral previously pledged under the Master Agreement was returned to the Company upon settlement. During the six months ended August 1, 2026, the Company recognized $40.1 million of transaction costs and $1.2 million of execution fees associated with the Put/Call Pairs within Gain on derivative asset, net.

In addition, the Company acquired 4,343,725 shares of eBay Common Stock through open-market purchases for aggregate cash consideration of $472.3 million, or an average of $108.73 per share.

As of August 1, 2026, the Company beneficially owned an aggregate of 43,390,383 shares of eBay Common Stock, representing approximately 9.8% of the outstanding eBay Common Stock, with a fair value of approximately $4.9 billion. The investment is classified as a noncurrent Equity investment on the condensed consolidated balance sheets, reflecting management's intent to hold the investment on a long-term basis.

For the three and six months ended August 1, 2026, the Company recognized an Unrealized gain on equity investment of $72.1 million in the condensed consolidated statements of operations as a non-operating activity.

The following table presents the Company's total aggregate cost basis in the eBay Common Stock, which reflects the cash paid to acquire the shares, and its relationship to the fair value of the investment as of August 1, 2026:
# of SharesPrice Per ShareAggregate Value
Cash paid on settlement of Put/Call Pairs(1)
39,046,658 $101.30 $3,955.2 
Less: Funding and execution costs(2)
(41.2)
Cost basis - option-delivered shares39,046,658 100.24 3,914.0 
Direct open-market purchases4,343,725 108.73 472.3 
     Total aggregate cost basis43,390,383 101.09 4,386.3 
Fair value at August 1, 2026 ($114.01/share)
4,946.9 
Cumulative appreciation over cost basis560.6 
(1) At the average strike price per share.
(2) Expensed in the gain on derivative asset, net.

Of the $560.6 million of cumulative appreciation over cost basis, $488.9 million was recognized in Gain on derivative asset, net, as changes in the fair value of the Put/Call Pairs prior to and upon settlement (before $54.2 million of related fees and transaction costs recognized in the same line), and $72.1 million was recognized in Unrealized gain on equity investment following settlement. Cost basis is a supplemental measure and differs from the carrying value of the Equity investment, which is measured at fair value with changes recognized in earnings.