StubHub Holdings Inc (STUB)

StubHub Announces First Quarter 2026 ResultsMay 13, 2026 4:15 PM
Business Wire – Gross Merchandise Sales increased to $2.2 billion, up 7% year over year – – Revenue increased to $446.0 million, up 12% year over year – – Adjusted EBITDA increased to $72.1 million; adjusted EBITDA margin up over 400 basis points year over year to 16% – – Continued progress on debt reduction with additional $100.0 million payment in May – – Reiterates full-year financial outlook on positive first quarter performance – StubHub Holdings, Inc. (NYSE: STUB), a leading global ticketing marketplace for live events, today reported financial results for the first quarter ended March 31, 2026. “Our first quarter results reflect our disciplined execution in a healthy operating environment for both live events and our resale marketplace,” said Eric Baker, Founder, Chairman and Chief Executive Officer of StubHub. “We delivered a positive start to 2026, and we believe we are on track to achieve our full year financial outlook as we grow globally and increase profitability through greater scale.” Mr. Baker continued, “We are progressing with new initiatives, including open distribution (previously called direct issuance) and advertising, that are expected to drive better outcomes for fans and content rights holders and unlock future revenue for StubHub. Our focus remains on building the global destination for consumers to access live events, making it easier for fans to discover and access tickets anywhere in the world.” Financial Highlights Gross Merchandise Sales (“GMS”)1 of $2.2 billion, a $142.0 million, or 7% increase compared to $2.1 billion in the prior-year period. Revenue of $446.0 million, equal to 20% of GMS, a 12% increase compared to $397.6 million in the prior-year period. Net income of $48.0 million, representing an 11% net income margin, compared to a net loss of $22.2 million in the prior-year period. Adjusted EBITDA1 of $72.1 million, representing a 16% adjusted EBITDA margin, a 50% increase compared to $47.9 million in the prior-year period. Net cash provided by operating activities of $298.4 million, inclusive of net inflows of buyer receipts and seller payments, an 88% increase compared to $158.3 million in the prior-year period. Free cash flow1 of $290.6 million, a 92% increase compared to $151.1 million in the prior-year period. Cash and cash equivalents of $1.5 billion; payments due to sellers of $1.0 billion. Further strengthened balance sheet with $100.0 million debt reduction in May. Full Year 2026 Financial Outlook StubHub is reiterating its full year 2026 GMS and adjusted EBITDA outlook: GMS of $9.9 billion to $10.1 billion Adjusted EBITDA2 of $400 million to $420 million These guidance ranges constitute forward-looking statements and reflect information available to the company as of the date hereof. There can be no assurance that the company’s actual results will not differ materially from the estimates set forth, including as a result of factors outside of the company’s control. See cautionary note below regarding “Forward-Looking Statements.” For definitions, please refer to “Key Business Metric and Non-GAAP Financial Measures” below. Please also refer to the tables under “Reconciliations of GAAP to Non-GAAP Financial Measures” below. A reconciliation of Adjusted EBITDA guidance to the corresponding GAAP measure is not available on a forward-looking basis without unreasonable effort due to the uncertainty of expenses that may be incurred in the future, although it is important to note that these factors could be material to results computed in accordance with GAAP. For example, stock-based compensation-related charges are impacted by the timing of employee stock transactions, the future fair market value of Class A common stock, and future hiring and retention needs, all of which are difficult to predict and subject to constant change. Conference Call and Webcast Information StubHub will host a conference call and live webcast to discuss its first quarter 2026 results today at 5:00 p.m. ET. The live webcast and replay may be accessed on StubHub’s investor relations website, investors.stubhub.com, along with a copy of the earnings presentation and this press release. About StubHub StubHub is a leading global ticketing marketplace for live events. StubHub services customers in over 200 countries and territories, supporting over 30 languages and accepting payments in over 45 currencies – from sports to music, comedy to dance, festivals to theater. StubHub offers a safe and convenient way to buy or sell tickets to live events across the world for memorable live experiences. Forward-Looking Statements This press release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements regarding our financial outlook for the full year 2026, market position, future revenue opportunities, growth strategies, and ability to deliver sustainable long-term value for our stakeholders. Our actual results may differ materially from expectations, and reported results should not be considered as an indication of future performance. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “hope,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” or similar expressions. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied, and you should not rely on these as predictions of future events. Factors that may cause differences include, without limitation: the demand for tickets on our platform or for live events in general; our ability to maintain relationships with buyers and sellers, including individual sellers, professional sellers and content rights holders; changes in or any limitation or discontinuation of support by internet search engines and related technologies that impact how consumers find information online; our ability to compete in the ticketing industry against current or future competitors; our ability to continue to improve our platform and maintain and enhance our brands; our ability to expand into adjacent market opportunities across live entertainment and into additional live event and experience categories; our ability to expand the adoption of our platform for open distribution, formerly known as direct issuance, and disrupt the legacy primary ticketing model; the effects of seasonal trends on our results of operations; our ability to attract and retain a qualified management team and other team members while controlling our labor costs; our ability to effectively manage our exposure to fluctuations in foreign currency exchange rates and rising inflation rates; our ability to comply with existing laws, rules and regulations as well as the implementation of new or changing laws, rules and regulations and other legal uncertainties; the impact of extraordinary events or adverse economic conditions on discretionary consumer and corporate spending or on the supply and demand of live events; our ability to successfully defend against litigation; our ability to maintain the integrity of our information systems and infrastructure, and to mitigate possible cybersecurity risks; our ability to generate sufficient cash flows or raise additional capital necessary to fund our operations or service our debt, contractual commitments or obligations; our ability to remediate material weaknesses in our internal control over financial reporting; and the increased expenses associated with being a public company. For additional information on other potential risks and uncertainties that could cause actual results to differ from expected results, please refer to our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2025 and Quarterly Reports on Form 10-Q. All forward-looking statements are based on information available to us as of the date of this press release and are made only as of such date. We undertake no obligation to update these statements to reflect subsequent events or circumstances, except as required by law. STUBHUB HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except share and per share data) (Unaudited)     Three Months Ended March 31,     2026       2025   Revenue $ 446,045     $ 397,607   Costs and expenses:       Cost of revenue (exclusive of depreciation and amortization shown separately below)   65,815       62,456   Operations and support   14,956       12,166   Sales and marketing   225,907       218,904   General and administrative   105,645       70,899   Depreciation and amortization   7,893       6,344   Total costs and expenses   420,216       370,769   Income from operations   25,829       26,838   Interest income   10,526       8,302   Interest expense   (17,268 )     (42,437 ) Foreign currency gains (losses)   20,590       (24,045 ) Gains on derivatives   5,537       665   Total other income (expense), net   19,385       (57,515 ) Income (loss) before income taxes   45,214       (30,677 ) Benefit for income taxes   2,831       8,494   Net income (loss)   48,045       (22,183 ) Net income (loss) attributable to common stockholders $ 32,537     $ (35,889 )         Net income (loss) per share attributable to common stockholders:       Basic $ 0.09     $ (0.12 ) Diluted $ 0.06     $ (0.12 )         Weighted-average shares used in computing net income (loss) per share attributable to common stockholders:       Basic   359,355,611       304,554,114   Diluted   378,309,298       304,554,114   STUBHUB HOLDINGS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share data) (Unaudited)       March 31,   December 31,       2026       2025   Assets         Current assets:         Cash and cash equivalents   $ 1,526,237     $ 1,241,587   Accounts receivable     9,615       6,909   Inventory     8,819       9,228   Prepaid expenses and other current assets     78,025       37,924   Total current assets     1,622,696       1,295,648   Non-current assets:         Property and equipment, net     87,337       73,254   Trademarks and trade names     864,800       864,800   Other intangible assets, net     32,609       38,243   Goodwill     2,686,701       2,686,701   Restricted cash     17,329       17,543   Deferred tax assets     1,863       2,083   Other non-current assets     40,306       75,781   Total assets   $ 5,353,641     $ 5,054,053   Liabilities, Redeemable Preferred Stock, and Stockholders’ Equity       Current liabilities:         Accounts payable   $ 63,966     $ 71,087   Payments due to buyers and sellers     1,111,677       845,892   Accrued expenses and other current liabilities (including zero and $17,894 under the fair value option, respectively)     296,622       334,305   Total current liabilities     1,472,265       1,251,284   Non-current liabilities:         Long-term debt obligations, non-current     1,496,227       1,506,957   Deferred tax liabilities     98,200       93,226   Other non-current liabilities     269,006       260,971   Total liabilities     3,335,698       3,112,438   Commitments and contingencies         Redeemable preferred stock, $0.001 par value; 100,000,000 shares authorized as of March 31, 2026 and December 31, 2025; 490,000 and 794,893 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively; aggregate liquidation preference of $706,493 and $1,027,583 as of March 31, 2026 and December 31, 2025, respectively     454,350       758,027   Stockholders’ equity:         Class A common stock, $0.001 par value; 3,000,000,000 shares authorized as of March 31, 2026 and December 31, 2025; 348,975,889 and 321,320,641 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively     349       321   Class B common stock, $0.001 par value; 200,000,000 shares authorized as of March 31, 2026 and December 31, 2025; 24,750,000 shares issued and outstanding as of March 31, 2026 and December 31, 2025     25       25   Additional paid-in capital     4,871,163       4,522,498   Accumulated other comprehensive income     54,614       71,347   Accumulated deficit     (3,362,558 )     (3,410,603 ) Total stockholders’ equity     1,563,593       1,183,588   Total liabilities, redeemable preferred stock, and stockholders’ equity $ 5,353,641     $ 5,054,053   STUBHUB HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited)     Three Months Ended March 31,     2026       2025   Cash flows from operating activities:       Net income (loss) $ 48,045     $ (22,183 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities:       Depreciation   2,215       597   Amortization of intangible assets   5,678       5,747   Stock-based compensation   31,006       5,494   Amortization of debt issuance costs   997       1,993   Losses on derivatives   2,873       2,339   Amortization of unrealized losses on cash flow hedge   (7,166 )     (1,819 ) Unrealized foreign exchange (gains) losses   (21,709 )     27,674   Deferred income taxes   (3,908 )     (9,981 ) Fair value change for preferred stocks and preferred stock bifurcated derivatives   (8,031 )     1,742   Other   532       3,452   Changes in operating assets and liabilities:       Accounts receivable   (2,782 )     (1,243 ) Inventory   409       (3,167 ) Prepaid expenses and other current assets   (8,057 )     (9,306 ) Other non-current assets   301       (6,517 ) Operating lease right-of-use assets   1,164       1,029   Accounts payable   (4,443 )     (73,990 ) Payments due to buyers and sellers   273,649       191,552   Accrued expenses and other current liabilities   (20,397 )     21,818   Other non-current liabilities   9,220       23,774   Operating lease liabilities   (1,180 )     (684 ) Net cash provided by operating activities   298,416       158,321   Cash flows from investing activities:       Capitalized software development costs   (7,629 )     (6,229 ) Purchases of property and equipment   (169 )     (507 ) Purchases of intangible assets   (44 )     (475 ) Net cash used in investing activities   (7,842 )     (7,211 ) Cash flows from financing activities:       Proceeds from issuance of Class A common stock upon exercise of stock options and warrants   32       33   Repurchase and retirement of Class A common stock   —       (1,000 ) Repayment of long-term debt obligations   —       (4,882 ) Payment of tax withholding obligations on vested equity awards   (2,608 )     —   Payments of deferred offering costs   (2,055 )     —   Net cash used in financing activities   (4,631 )     (5,849 ) Effect of exchange rate changes on cash, cash equivalents, and restricted cash   (1,506 )     4,255   Net increase in cash, cash equivalents, and restricted cash   284,437       149,516   Cash, cash equivalents, and restricted cash at beginning of period   1,259,129       1,015,911   Cash, cash equivalents, and restricted cash at end of period $ 1,543,566     $ 1,165,427   STUBHUB HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - continued (In thousands) (Unaudited)     Three Months Ended March 31,   2026   2025 Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets:       Cash and cash equivalents $ 1,526,237   $ 1,150,071 Restricted cash in prepaid expenses and other current assets   —     324 Restricted cash   17,329     15,032 Total cash, cash equivalents, and restricted cash $ 1,543,566   $ 1,165,427 Supplemental cash flow information       Cash paid for:       Interest $ 31,013   $ 52,754 Non-cash investing and financing activities:       Stock-based compensation capitalized in development of capitalized software $ 6,723   $ 183 Deferred offering costs accrued, unpaid $ 352   $ 7,099 Key Business Metric and Non-GAAP Financial Measures StubHub regularly reviews the key business metric, GMS, and the non-GAAP financial measures, Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow, Net Leverage, Adjusted Gross Margin, Adjusted Sales and Marketing Expenses, Adjusted Operations and Support Expenses, and Adjusted General and Administrative Expenses to evaluate our business, measure our performance, identify trends, prepare financial projections and make business decisions. The measures set forth below should be considered in addition to, not as a substitute for or in isolation from, our financial results prepared in accordance with GAAP. Other companies, including companies in our industry, may calculate these measures differently or not at all, which reduces their usefulness as comparative measures. A reconciliation of the non-GAAP financial measures, to the most directly comparable financial measures calculated in accordance with GAAP is set forth below under “Reconciliations of GAAP to Non-GAAP Financial Measures.” A reconciliation of our Adjusted EBITDA guidance to the corresponding GAAP measure is not available on a forward-looking basis without unreasonable effort due to the uncertainty of expenses that may be incurred in the future, although it is important to note that these factors could be material to our results computed in accordance with GAAP. For example, stock-based compensation-related charges are impacted by the timing of employee stock transactions, the future fair market value of our Class A common stock, and our future hiring and retention needs, all of which are difficult to predict and subject to constant change. Gross Merchandise Sales represents the total dollar value paid by buyers for ticket transactions and fulfillment. GMS includes fees we charge buyers and sellers that can vary by transaction, as well as the net proceeds we remit to sellers. Our definition of GMS does not include applicable sales, value-added and other indirect taxes, shipping costs and the impact of discounts and coupons as well as event cancellations or expected cancellations after the initial transaction on our platform. We believe it is useful to exclude these items, primarily refunds due to event cancellations, as GMS is a key metric used by management to measure business performance. Adjusted EBITDA is calculated as net (loss) income excluding results from non-operating sources including interest income and expense, benefit (provision) for income taxes, other (income) expense, net, foreign currency gains (losses), gains (losses) on derivatives, depreciation and amortization, acquisition-related costs, stock-based compensation expense, debt refinancing costs and loss on extinguishment of debt, indirect tax contingency costs, litigation reserves and other costs and expenses. Adjusted EBITDA is a key performance measure that our management team uses to assess our operating performance. We present Adjusted EBITDA because management believes it is helpful in highlighting trends in our operating results as it excludes certain items, such as stock-based compensation expense, which are non-cash or whose fluctuations from period-to-period do not necessarily correspond to changes in the operating results of our business. Moreover, it is frequently used by analysts, investors and other interested parties to evaluate companies in our industry. Adjusted EBITDA has limitations as an analytical measure and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. In addition, other companies, including companies in our industry, may calculate Adjusted EBITDA differently, which reduces its usefulness as a comparative measure. Because of these limitations, you should consider Adjusted EBITDA alongside other financial performance measures, including various cash flow metrics, net (loss) income and other GAAP results. Free Cash Flow is defined as net cash provided by (used in) operating activities less capital expenditures, which includes purchases of property and equipment, purchases of intangible assets and capitalized software development costs (excluding capitalized stock-based compensation expense). We believe that Free Cash Flow is a meaningful indicator of liquidity for management and investors and, in particular, the amount of cash generated from operations that, after capital expenditures, can be used for strategic initiatives, including continuous investment in our business and strengthening our balance sheet. A limitation of the use of Free Cash Flow is that it does not represent the total increase or decrease in our cash balance for the period. Free Cash Flow should not be considered in isolation or as an alternative to cash flows from operations and should be considered alongside our other financial liquidity measures, such as net cash provided by (used in) operating activities and our other GAAP results. Net Leverage is defined as (a) total debt, less cash and cash equivalents plus payments due to sellers divided by (b) trailing twelve months Adjusted EBITDA. We believe that Net Leverage provides investors a more complete understanding of our leverage position and borrowing capacity after factoring in cash and cash equivalents that eventually could be used to repay outstanding debt. Adjusted Gross Margin is defined as (a) revenue less Adjusted Cost of Revenue (which is cost of revenue excluding stock-based compensation expense) divided by (b) revenue. We present Adjusted Gross Margin because management believes it is helpful in highlighting trends in our operating results as it excludes stock-based compensation expense, which is a non-cash expense. Adjusted Sales and Marketing Expenses is defined as sales and marketing expense excluding stock-based compensation expense. We present Adjusted Sales and Marketing Expenses because management believes it is helpful in highlighting trends in our expense management as it excludes stock-based compensation expense, which is a non-cash expense. Adjusted Operations and Support Expenses is defined as operations and support expenses excluding stock-based compensation expense. We present Adjusted Operations and Support Expenses because management believes it is helpful in highlighting trends in our expense management as it excludes stock-based compensation expense, which is a non-cash expense. Adjusted General and Administrative Expenses is defined as general and administrative expense excluding stock-based compensation expense, acquisition related costs, debt refinancing costs, indirect tax contingency costs, litigation reserves and other costs and expenses that we do not consider to be representative of the ongoing financial performance of our core business. We present Adjusted General and Administrative Expenses because management believes it is helpful in highlighting trends in our expense management as it excludes certain items, such as stock-based compensation expense, which are non-cash or whose fluctuations from period-to-period do not necessarily correspond to changes in the operating results of our business. STUBHUB HOLDINGS, INC.
RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES
(In thousands, except percentages)
(Unaudited) Adjusted EBITDA   Three Months Ended March 31,     2026       2025   Net income (loss) $ 48,045     $ (22,183 ) Add (deduct):       Interest income   (10,526 )     (8,302 ) Interest expense   17,268       42,437   Benefit for income taxes   (2,831 )     (8,494 ) Foreign currency losses (gains)   (20,590 )     24,045   Gains on derivatives   (5,537 )     (665 ) Depreciation and amortization   7,893       6,344   Acquisition-related costs(1)   —       125   Stock-based compensation expense(2)   31,006       5,494   Indirect tax contingency costs(3)   2,585       8,965   Litigation reserves(4)   4,493       —   Other costs and expenses(5)   278       180   Adjusted EBITDA $ 72,084     $ 47,946           Revenue $ 446,045     $ 397,607   Net income (loss) as a percentage of revenue   11 %     (6 )% Adjusted EBITDA as a percentage of revenue   16 %     12 % During the three months ended March 31, 2026 and 2025, we incurred zero and $0.1 million of transaction and integration costs, respectively. We do not consider these costs to be representative of the ongoing financial performance of our core business, and we do not expect these costs to be significant going forward. During the three months ended March 31, 2026 and 2025, we recognized $31.0 million and $5.5 million of stock-based compensation expense, net of $6.7 million and $0.2 million capitalized for internally developed software, associated with RSUs, stock options and restricted stock, respectively. During the three months ended March 31, 2026 and 2025, we incurred $2.4 million and $8.4 million of expenses, respectively, associated with potential indirect tax contingencies for withholding obligations and $0.2 million and $0.6 million of professional service costs, respectively. During the three months ended March 31, 2026 and 2025, we incurred $4.5 million and zero, respectively, for expenses due to a litigation-related loss contingency for specific matters for which we deemed loss to be probable as described in Note 12, “Commitments and Contingencies” to our interim condensed consolidated financial statements. Represents a one-time expense related to our initial public offering of $0.3 million during the three months ended March 31, 2026, and personnel-related costs related to our customer service office closure of $0.2 million for the three months ended March 31, 2025. We do not consider these expenses to be representative of the ongoing financial performance of our core business. Free Cash Flow   Three Months Ended March 31,     2026       2025     (in thousands) Net cash provided by operating activities(1) $ 298,416     $ 158,321   Less: Capitalized software development costs   (7,629 )     (6,229 ) Less: Purchases of property and equipment   (169 )     (507 ) Less: Purchases of intangible assets   (44 )     (475 ) Free cash flow $ 290,574     $ 151,110   TTM free cash flow(2) $ 297,653     $ 147,529   (1) Includes $22.6 million and $37.4 million of interest payments on our outstanding debt, net of cash received on the settlement of interest rate swap derivatives, for the three months ended March 31, 2026 and 2025, respectively. (2) Seasonal trends in our GMS and the timing of major events throughout the year impact free cash flow for any given quarter and can vary year to year. Trailing 12 months (“TTM”) free cash flow provides a longer-term view of our business that is less impacted by the seasonality of GMS and seller payments. Reconciliation of Cost of Revenue to Adjusted Cost of Revenue   Three Months Ended March 31,     2026     2025   (in thousands) Cost of revenue $ 65,815     $ 62,456 Add (deduct):       Stock-based compensation expense   (654 )     — Adjusted cost of revenue $ 65,161     $ 62,456 Reconciliation of Operations and Support Expenses to Adjusted Operations and Support Expenses   Three Months Ended March 31,     2026     2025   (in thousands) Operations and support $ 14,956     $ 12,166 Add (deduct):       Stock-based compensation expense   (142 )     — Adjusted operations and support $ 14,814     $ 12,166 Reconciliation of Sales and Marketing Expenses to Adjusted Sales and Marketing Expenses   Three Months Ended March 31,     2026     2025   (in thousands) Sales and marketing $ 225,907     $ 218,904 Add (deduct):       Stock-based compensation expense   (2,407 )     — Adjusted sales and marketing $ 223,500     $ 218,904 Reconciliation of General and Administrative Expenses to Adjusted General and Administrative Expenses   Three Months Ended March 31,     2026       2025     (in thousands) General and administrative $ 105,645     $ 70,899   Add (deduct):       Stock-based compensation expense   (27,803 )     (5,494 ) Litigation reserves   (4,493 )     —   Indirect tax contingency costs   (2,585 )     (8,965 ) Acquisition-related costs   —       (125 ) Other costs and expenses   (278 )     (180 ) Adjusted general and administrative $ 70,486     $ 56,135   Reconciliation of Adjusted Gross Margin   Three Months Ended March 31,     2026       2025     (in thousands) Revenue $ 446,045     $ 397,607   Cost of revenue   65,815       62,456   Stock-based compensation expense   (654 )     —   Adjusted cost of revenue   65,161       62,456   Adjusted gross margin $ 380,884     $ 335,151   Adjusted gross margin as a percentage of revenue   85 %     84 % Reconciliation of Net Income (Loss) to TTM Adjusted EBITDA   Three Months Ended   March 31,
2026   December 31,
2025   September 30,
2025   June 30,
2025   March 31,
2025   December 31,
2024   September 30,
2024   June 30,
2024   (in thousands) Net income (loss) $ 48,045     $ (535,313 )   $ (1,294,609 )   $ (53,829 )   $ (22,183 )   $ 54,190     $ (33,012 )   $ (7,920 ) Add (deduct):                               Interest income   (10,526 )     (10,833 )     (12,912 )     (10,365 )     (8,302 )     (9,832 )     (11,045 )     (11,283 ) Interest expense   17,268       18,370       35,360       43,868       42,437       45,209       47,548       45,617   Provision (benefit) for income taxes   (2,831 )     492,922       (106,240 )     (17,594 )     (8,494 )     30,469       (16,815 )     35,906   Other (income) expense, net   —       —       (4,904 )     352       —       —       (1,907 )     —   Foreign currency losses (gains)   (20,590 )     3,361       1,133       61,125       24,045       (46,458 )     19,519       (5,320 ) Losses (gains) on derivatives   (5,537 )     776       (1,471 )     1,499       (665 )     (721 )     7,858       (3,666 ) Depreciation and amortization   7,893       6,437       6,411       6,412       6,344       6,393       6,168       6,070   Acquisition-related costs   —       —       —       125       125       125       125       125   Debt refinancing costs and loss on extinguishment of debt   —       3,038       15,454       —       —       —       —       603   Stock-based compensation expense   31,006       34,889       1,405,248       2,037       5,494       3,381       1,426       622   Indirect tax contingency costs   2,585       18,566       12,992       12,981       8,965       14,094       11,755       11,486   Litigation reserves   4,493       30,080       7,000       —       —       5,727       22,379       —   Other costs and expenses   278       362       4,031       7,731       180       1,789       1,751       649   Adjusted EBITDA $ 72,084     $ 62,655     $ 67,493     $ 54,342     $ 47,946     $ 104,366     $ 55,750     $ 72,889   TTM Adjusted EBITDA $ 256,574     $ 232,436     $ 274,147     $ 262,404     $ 280,951               Reconciliation of Net Cash Provided by (Used in) Operating Activities to TTM Free Cash Flow   Three Months Ended    March 31,
2026   December 31,
2025   September 30,
2025   June 30,
2025   March 31,
2025   December 31,
2024   September 30,
2024   June 30,
2024   (in thousands) Net cash provided by (used in) operating activities $ 298,416     $ 11,133     $ 3,795     $ 19,320     $ 158,321     $ (149,448 )   $ 12,357     $ 138,221   Less: Capitalized software development costs   (7,629 )     (8,690 )     (7,767 )     (8,846 )     (6,229 )     (521 )     (521 )     (704 ) Less: Purchases of property and equipment   (169 )     (223 )     (372 )     (291 )     (507 )     (340 )     (646 )     (319 ) Less: Purchases of intangible assets   (44 )     (257 )     (256 )     (467 )     (475 )     (316 )     (588 )     (756 ) Free cash flow $ 290,574     $ 1,963     $ (4,600 )   $ 9,716     $ 151,110     $ (150,625 )   $ 10,602     $ 136,442   TTM cash flow provided by operations $ 332,664     $ 192,569     $ 31,988     $ 40,550     $ 159,451               TTM free cash flow $ 297,653     $ 158,189     $ 5,601     $ 20,803     $ 147,529               Net interest payment(1) $ 22,603     $ 24,496     $ 39,629     $ 37,989     $ 37,362     $ 38,524     $ 40,128     $ 48,763   Change in payments due to buyers and sellers(2) $ 273,649     $ (24,662 )   $ (29,555 )   $ (30,832 )   $ 191,552     $ (251,412 )   $ (37,612 )   $ 68,751   Includes interest payments on our outstanding debt, net of cash received on the settlement of interest rate swap derivatives. Includes change in payments due to buyers and sellers as noted in the condensed consolidated statements of cash flows. Reconciliation of Net Leverage   March 31,   December 31,     2026       2025     (in thousands, except percentages) 2024 Euro Term Loan $ 518,782     $ 531,041   2024 USD Term Loan   1,004,187       1,004,187   Principal amount—senior credit facilities   1,522,969       1,535,228   Add (deduct):           Cash and cash equivalents   (1,526,237 )     (1,241,587 ) Payments due to sellers(1)   1,018,514       747,363   Net Debt $ 1,015,246     $ 1,041,004   TTM Adjusted EBITDA $ 256,574     $ 232,436   Net Leverage 4.0 x     4.5 x   Reported within payments due to buyers and sellers in notes to the condensed consolidated financial statements. View source version on businesswire.com: https://www.businesswire.com/news/home/20260513448797/en/ Investors:
ir@stubhub.com Media:
pr@stubhub.com Original: StubHub Announces First Quarter 2026 Results

StubHub to Participate at J.P. Morgan 2026 Global Technology, Media and Communications ConferenceMay 11, 2026 4:15 PM
Business Wire StubHub Holdings, Inc. (NYSE: STUB), a leading global ticketing marketplace for live events, today announced that Eric Baker, Founder, Chairman and Chief Executive Officer, will participate in a fireside chat at the J.P. Morgan 2026 Global Technology, Media and Communications Conference on Monday, May 18, 2026, at 9:45 a.m. ET. A live webcast and replay of the event will be available on StubHub’s investor relations website at investors.stubhub.com. About StubHub
StubHub is a leading global ticketing marketplace for live events. Through StubHub in North America and viagogo internationally, StubHub services customers in over 200 countries and territories, supporting over 30 languages and accepting payments in over 45 currencies – from sports to music, comedy to dance, festivals to theater. StubHub offers a safe and convenient way to buy or sell tickets to live events across the world for memorable live experiences. View source version on businesswire.com: https://www.businesswire.com/news/home/20260511057362/en/ Investors:
IR@stubhub.com Media:
pr@stubhub.com Original: StubHub to Participate at J.P. Morgan 2026 Global Technology, Media and Communications Conference

StubHub Brings Live Event Discovery to Anthropic’s ClaudeApril 23, 2026 1:01 PM
Business Wire
StubHub brings ticketing platform to Claude, changing discoverability and searchability of live events


StubHub (NYSE: STUB), the world's leading live event marketplace today announced an integration that lets fans discover and browse live events inside Claude, Anthropic's AI assistant. The integration connects Claude users to StubHub's global catalog of live events with up-to-the-minute pricing and seat-level availability.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20260423256386/en/StubHub Launches on Claude
The launch builds on StubHub's ChatGPT integration and makes StubHub the only major ticketing platform fans can access across multiple leading AI assistants. StubHub is building a distribution strategy designed to put live events within reach of any AI-powered conversation.


"We built StubHub to be where fans discover live events, and these integrations ensure our marketplace reaches fans wherever they are," said Nayaab Islam, President & Chief Product Officer at StubHub. "Consumer behavior is driving a new era in ticket discovery, with fans increasingly turning to conversation, not just menus and filters, to find live events. With our breadth of catalog and global reach, we're uniquely positioned to be the default destination for live events, wherever fans choose to start their search."


How It Works


The integration is available through Claude's connectors. When a user mentions StubHub, Claude will pull up the StubHub marketplace. Ask Claude something like "Look on StubHub. What concerts are happening in New York this Friday?" The integration returns current inventory with actual pricing, not a list of links to sort through on your own.


The conversation builds on itself. A fan might start broad, then get specific:



"Narrow it down to hip-hop shows"



"I want two tickets, preferably under $150"



"Actually, what about Saturday instead?"



Each follow-up refines the results without starting over. When the right tickets surface, Claude sends the fan directly to StubHub to complete the purchase.


What Fans Get


The integration goes beyond what a web search can do. Fans interact with StubHub's live marketplace data, including current seat maps, pricing trends, and section-level recommendations. Every purchase is backed by StubHub's FanProtect Guarantee.


A Multi-Platform AI Strategy


StubHub's approach is different from a typical brand integration as it embeds its marketplace directly into conversational platforms. The Claude launch is the second step in a broader roadway towards being the default platform to discover live events.


About StubHub


StubHub is a leading global ticketing marketplace for live events. Through StubHub in North America and viagogo internationally, StubHub services customers in over 200 countries and territories, supporting over 30 languages and accepting payments in over 45 currencies – from sports to music, comedy to dance, festivals to theater. StubHub offers a safe and convenient way to buy or sell tickets to live events across the world for memorable live experiences.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260423256386/en/
pr@stubhub.com


Original: StubHub Brings Live Event Discovery to Anthropic’s Claude

StubHub to Report First Quarter 2026 Financial Results on May 13, 2026April 15, 2026 4:15 PM
Business Wire
StubHub Holdings, Inc. (NYSE: STUB), a leading global ticketing marketplace for live events, today announced that it will report its first quarter 2026 financial results after the market close on Wednesday, May 13, 2026. Management will host a conference call and webcast that day at 5:00 p.m. ET to discuss the company’s financial results.


The live audio webcast and replay will be available on StubHub’s investor relations website at investors.stubhub.com.


About StubHub


StubHub is a leading global ticketing marketplace for live events. Through StubHub in North America and viagogo internationally, StubHub services customers in over 200 countries and territories, supporting over 30 languages and accepting payments in over 45 currencies – from sports to music, comedy to dance, festivals to theater. StubHub offers a safe and convenient way to buy or sell tickets to live events across the world for memorable live experiences.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260415966650/en/
Investors:

IR@stubhub.com


Media:

pr@stubhub.com


Original: StubHub to Report First Quarter 2026 Financial Results on May 13, 2026

StubHub and viagogo Announce Partnership with ULTRA Europe to Expand Global Access to Europe’s Premier Destination FestivalMarch 24, 2026 8:30 AM
Business Wire
New collaboration supports ULTRA’s international growth strategy, reaching new fans worldwide and strengthening ticket access across Europe and North America


StubHub (NYSE: STUB), the leading global ticket marketplace, and viagogo, its international platform, today announced a new Open Distribution partnership – a model previously called “Direct Issuance” – with ULTRA Europe, strengthening the festival’s international ticketing strategy and expanding access for fans traveling from around the world to one of Europe’s most anticipated electronic music events.


Festivals are increasingly global experiences, driven by fan communities that discover events online, plan travel, and purchase tickets across markets. With this partnership, ULTRA is aligning with a marketplace built for international scale. As part of the agreement, StubHub will serve as ULTRA Europe's Official Distribution Partner in North America. Internationally, viagogo will serve as ULTRA Europe’s Official international Distribution Partner, supporting demand from fans across markets outside North America.


“ULTRA Europe is a bucket-list destination for dance music fans around the world, and it’s exactly the kind of event that benefits from a marketplace built for cross-border demand,” said Adam Rapchik, Global Head of Festivals, Fairs and Expos at StubHub. “With StubHub in North America and viagogo internationally, we’re giving ULTRA a unified way to reach new audiences, grow internationally, and better serve fans wherever they’re coming from.”


“From its roots in the U.S. to its global expansion, ULTRA has always been driven by the energy of its fans, with ULTRA Europe establishing itself as the ‘PREMIER DESTINATION MUSIC FESTIVAL’ attracting over 160,000 fans each year to beautiful Split, Croatia,” said Joe Bašic, Promoter & Organiser for ULTRA Europe. “By partnering with StubHub and viagogo, we’re focused on welcoming more international attendees, reaching new fan communities, and strengthening the overall ticketing experience for ULTRA Europe.”


ULTRA’s story began in the U.S., where its flagship event in Miami – “Ultra Miami”– helped shape the modern electronic music festival landscape and built a global community that continues to expand. ULTRA Europe extends that legacy, bringing fans together for a destination festival experience that blends music, travel, and culture in one of Europe’s most vibrant summer settings. The 2026 first phase line up has just been announced and includes Calvin Harris as the Main Stage performer, with additional shows by EDM heavyweights, John Summit, Martin Garrix, Dom Dolla, FISHER, I Hate Models, Miss Monique, Mau P, Sara Landry, Worship, with many more artists to come.


Every ticket purchased on StubHub and viagogo is backed by a fan guarantee, providing fans with added confidence as they plan for major live moments and travel experiences.


To get tickets, visit StubHub here. Artists, teams, venues, and other rights holders interested in listing on StubHub can learn more here.


About StubHub


StubHub (NYSE: STUB) is a leading global ticketing marketplace for live events. Through StubHub in North America and viagogo internationally, StubHub services customers in over 200 countries and territories, supporting over 30 languages and accepting payments in over 45 currencies – from sports to music, comedy to dance, festivals to theater. StubHub offers a safe and convenient way to buy or sell tickets to live events across the world for memorable live experiences.


About Ultra Europe


More information about ULTRA Europe can be found on the official website page, Facebook, Twitter and Instagram pages.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260324449973/en/
Media Contact:

pr@stubhub.com


Original: StubHub and viagogo Announce Partnership with ULTRA Europe to Expand Global Access to Europe’s Premier Destination Festival

StubHub Announces Full Year and Fourth Quarter 2025 ResultsMarch 4, 2026 4:15 PM
Business Wire
- Full Year GMS exceeds $9 Billion, Demonstrating Platform Scale and Market Leadership -


- Transforms Balance Sheet with $900 Million Debt Reduction in 2025 -


- Establishes 2026 Guidance Framework Targeting Robust GMS Growth and 80% Adjusted EBITDA Growth -


StubHub Holdings, Inc. (NYSE: STUB) (“StubHub” or the “Company”), a leading global ticketing marketplace for live events, today reported financial results for the fourth quarter and full year ended December 31, 2025. The Company also posted a letter to shareholders and an earnings presentation on the Investor Relations section of its website at investors.stubhub.com.


Full Year 2025 Highlights



Gross Merchandise Sales (“GMS”)1 of $9.2 billion, up 6% year-over-year with underlying growth of 18%, excluding the prior-year impact of Taylor Swift’s “Eras” Tour.



Revenue of $1.7 billion, equal to 19% of GMS.



Net loss of $1.9 billion, inclusive of a one-time stock-based compensation charge of $1.4 billion related to the Company’s public listing, non-recurring, non-cash valuation allowance expense of $479 million.



Adjusted EBITDA1 of $232 million, representing a 13% margin, while strategically investing in growth initiatives.



Net cash provided by operating activities was $193 million for the year ended December 31, 2025.



Free Cash Flow1 of $158 million, including $140 million of interest expense, representing 68% conversion of Adjusted EBITDA.



Strengthened balance sheet with approximately $900 million in debt reduction.



Fourth Quarter 2025 Highlights



Gross Merchandise Sales (“GMS”)1 of $2.3 billion, with underlying growth of 6% excluding the prior-year impact of the Taylor Swift’s “Eras” Tour.



Revenue of $449 million equal to 19% of GMS.



Net loss of $535 million inclusive of $479 million of non-recurring, non-cash valuation allowance expense.



Adjusted EBITDA1 of $63 million, representing a 14% margin.



Paid down $150 million of USD term loan principal.



Eric Baker, Founder, Chairman and Chief Executive Officer of StubHub, commented, “In 2025, we achieved several significant milestones: delivering strong marketplace growth, maintaining our best-in-class financial profile with healthy margins and strong cash flow conversion, and significantly strengthening our balance sheet. These achievements position us exceptionally well for the opportunities that lie ahead.”


Baker continued, “2025 reinforced that StubHub's mission remains as relevant as ever – democratizing access to live experiences and creating transparency in the ticket marketplace. Our disciplined and strategic approach of investments in both our core resale business and new TAM opportunities positions us to deliver sustainable long-term value for all our stakeholders. We've built meaningful partnerships with premier venues and teams, expanded our global footprint, and continued investing in technology that enhances the fan experience. Our full-year performance validates our long-term strategy and the substantial value we're creating for fans, partners, and shareholders alike.”


Full Year 2026 Guidance


The Company is providing full year 2026 guidance. The Company expects 2026 GMS of $9.9 billion to $10.1 billion and 2026 Adjusted EBITDA2 of $400 million to $420 million. These guidance ranges reflect the evolution from building competitive advantages in 2025 to leveraging those advantages as the Company continues to grow share while inflecting margins. Additional assumptions include: 1) North American market growth, 2) international expansion continuing to outpace North America, 3) improved marketing efficiency driving higher returns while maintaining share gains, and 4) consistent take rates and strong gross margins in our core marketplace operations.



For definitions, please refer to “Key Business Metric and Non-GAAP Financial Measures” below. Please also refer to the tables under “Reconciliations of GAAP to Non-GAAP Financial Measures” below.



A reconciliation of the Company’s Adjusted EBITDA guidance to the corresponding GAAP measure is not available on a forward-looking basis without unreasonable effort due to the uncertainty of expenses that may be incurred in the future, although it is important to note that these factors could be material to the Company’s results computed in accordance with GAAP. For example, stock-based compensation-related charges are impacted by the timing of employee stock transactions, the future fair market value of the Company’s Class A common stock, and the Company’s future hiring and retention needs, all of which are difficult to predict and subject to constant change.



Conference Call and Webcast Information


StubHub will host a conference call and audio webcast today, March 4, 2026 at 5:00 PM Eastern Time, during which management will discuss fourth quarter and full year results and provide commentary on business performance.


A live audio webcast of the earnings conference call may be accessed on StubHub’s website at investors.stubhub.com, along with a copy of the earnings call presentation and this press release.


The audio webcast will be available on the Company’s investor relations website for up to 12 months following the conclusion of the call.


About StubHub


StubHub is a leading global ticketing marketplace for live events. StubHub services customers in over 200 countries and territories, supporting over 30 languages and accepting payments in over 45 currencies – from sports to music, comedy to dance, festivals to theater. StubHub offers a safe and convenient way to buy or sell tickets to live events across the world for memorable live experiences.


Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including the Company’s statements regarding its financial outlook for the full year 2026, its market position, future revenue opportunities, growth strategies, and its ability to deliver sustainable long-term value for its stakeholders. The Company’s actual results may differ materially from expectations, and reported results should not be considered as an indication of future performance. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “hope,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” or similar expressions. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied, and you should not rely on these as predictions of future events. Factors that may cause differences include, without limitation: the demand for tickets on our platform or for live events in general; our ability to maintain relationships with buyers and sellers, including individual sellers, professional sellers and content rights holders; changes in or any limitation or discontinuation of support by internet search engines and related technologies that impact how consumers find information online; our ability to compete in the ticketing industry against current or future competitors; our ability to continue to improve our platform and maintain and enhance our brands; our ability to expand into adjacent market opportunities across live entertainment and into additional live event and experience categories; our ability to expand the adoption of our platform for direct issuance and disrupt the legacy primary ticketing model; the effects of seasonal trends on our results of operations; our ability to attract and retain a qualified management team and other team members while controlling our labor costs; our ability to effectively manage our exposure to fluctuations in foreign currency exchange rates and rising inflation rates; our ability to comply with existing laws, rules and regulations as well as the implementation of new or changing laws, rules and regulations and other legal uncertainties; the impact of extraordinary events or adverse economic conditions on discretionary consumer and corporate spending or on the supply and demand of live events; our ability to successfully defend against litigation; our ability to maintain the integrity of our information systems and infrastructure, and to mitigate possible cybersecurity risks; our ability to generate sufficient cash flows or raise additional capital necessary to fund our operations or service our debt, contractual commitments or obligations; our ability to remediate material weaknesses in our internal control over financial reporting; and the increased expenses associated with being a public company. For additional information on other potential risks and uncertainties that could cause actual results to differ from expected results, please refer to our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2025. All forward-looking statements are based on information available to us as of the date of this press release and are made only as of such date. The Company undertakes no obligation to update these statements to reflect subsequent events or circumstances, except as required by law.






 



STUBHUB HOLDINGS, INC.




CONSOLIDATED STATEMENTS OF OPERATIONS




(In thousands, except share and per share data)




(unaudited)










 



 






Three Months Ended December 31,






 






Year Ended December 31,








 






 






2025






 






 






 






2024






 






 






 






2025






 






 






 






2024






 








Revenue






$






449,173






 






 






$






533,415






 






 






$






1,745,188






 






 






$






1,770,645






 








Costs and expenses:






 






 






 






 






 






 






 








Cost of revenue (exclusive of depreciation and amortization shown separately below)






 






75,882






 






 






 






128,183






 






 






 






313,984






 






 






 






334,102






 








Operations and support






 






14,595






 






 






 






15,072






 






 






 






63,229






 






 






 






59,451






 








Sales and marketing






 






236,471






 






 






 






221,308






 






 






 






971,717






 






 






 






827,972






 








General and administrative






 






143,467






 






 






 






89,602






 






 






 






1,714,628






 






 






 






386,531






 








Depreciation and amortization






 






6,437






 






 






 






6,393






 






 






 






25,604






 






 






 






24,532






 








Total costs and expenses






 






476,852






 






 






 






460,558






 






 






 






3,089,162






 






 






 






1,632,588






 








(Loss) income from operations






 






(27,679






)






 






 






72,857






 






 






 






(1,343,974






)






 






 






138,057






 








Interest income






 






10,833






 






 






 






9,832






 






 






 






42,412






 






 






 






41,118






 








Interest expense






 






(18,370






)






 






 






(45,209






)






 






 






(140,035






)






 






 






(179,778






)








Other income (expense), net






 






—






 






 






 






—






 






 






 






4,552






 






 






 






1,907






 








Foreign currency (losses) gains






 






(3,361






)






 






 






46,458






 






 






 






(89,664






)






 






 






41,070






 








Loss on extinguishment of debt






 






(3,038






)






 






 






—






 






 






 






(18,492






)






 






 






(8,216






)








(Losses) gains on derivatives






 






(776






)






 






 






721






 






 






 






(139






)






 






 






3,101






 








Total other expense, net






 






(14,712






)






 






 






11,802






 






 






 






(201,366






)






 






 






(100,798






)








(Loss) income before income taxes






 






(42,391






)






 






 






84,659






 






 






 






(1,545,340






)






 






 






37,259






 








(Provision) benefit for income taxes






 






(492,922






)






 






 






(30,469






)






 






 






(360,594






)






 






 






(40,059






)








Net (loss) income






$






(535,313






)






 






$






54,190






 






 






$






(1,905,934






)






 






$






(2,800






)








Net (loss) income attributable to common stockholders






$






(549,259






)






 






$






40,709






 






 






$






(1,992,391






)






 






$






(55,115






)








 






 






 






 






 






 






 






 








Net (loss) income per share attributable to common stockholders:






 






 






 






 






 






 






 








Basic






$






(1.56






)






 






$






0.13






 






 






$






(6.25






)






 






$






(0.18






)








Diluted






$






(1.56






)






 






$






0.13






 






 






$






(6.27






)






 






$






(0.18






)








 






 






 






 






 






 






 






 








Weighted-average shares used in computing net (loss) income per share attributable to common stockholders:






 






 






 






 






 






 






 








Basic






 






352,889,962






 






 






 






304,431,289






 






 






 






318,572,309






 






 






 






304,359,896






 








Diluted






 






354,212,489






 






 






 






309,841,643






 






 






 






319,233,573






 






 






 






304,359,896






 










 



STUBHUB HOLDINGS, INC.




CONSOLIDATED BALANCE SHEETS




(In thousands, except share and per share data)




(unaudited)









 



 






 






December 31,








 






 






 






2025






 






 






 






2024






 








Assets






 






 






 






 








Current assets:






 






 






 






 








Cash and cash equivalents






 






$






1,241,587






 






 






$






1,000,965






 








Accounts receivable






 






 






6,909






 






 






 






5,473






 








Inventory






 






 






9,228






 






 






 






16,145






 








Prepaid expenses and other current assets






 






 






37,924






 






 






 






28,772






 








Total current assets






 






 






1,295,648






 






 






 






1,051,355






 








Non-current assets:






 






 






 






 








Property and equipment, net






 






 






73,254






 






 






 






6,514






 








Trademarks and trade names






 






 






864,800






 






 






 






864,800






 








Other intangible assets, net






 






 






38,243






 






 






 






59,855






 








Goodwill






 






 






2,686,701






 






 






 






2,686,701






 








Restricted cash






 






 






17,543






 






 






 






14,634






 








Deferred tax assets






 






 






2,083






 






 






 






248,482






 








Other non-current assets






 






 






75,781






 






 






 






161,244






 








Total assets






 






$






5,054,053






 






 






$






5,093,585






 








Liabilities, Redeemable Preferred Stock, Redeemable Common Stock, and Stockholders’ Equity






 






 






 








Current liabilities:






 






 






 






 








Accounts payable






 






$






71,087






 






 






$






112,633






 








Payments due to buyers and sellers






 






 






845,892






 






 






 






706,783






 








Accrued expenses and other current liabilities (including $17,894 and $0 under the fair value option, respectively)






 






 






334,305






 






 






 






269,104






 








Long-term debt obligations, current






 






 






—






 






 






 






19,526






 








Total current liabilities






 






 






1,251,284






 






 






 






1,108,046






 








Non-current liabilities:






 






 






 






 








Long-term debt obligations, non-current






 






 






1,506,957






 






 






 






2,311,981






 








Deferred tax liabilities






 






 






93,226






 






 






 






—






 








Other non-current liabilities (including $0 and $70,397 under the fair value option, respectively)






 






 






260,971






 






 






 






295,816






 








Total liabilities






 






 






3,112,438






 






 






 






3,715,843






 








Commitments and contingencies






 






 






 






 








Redeemable preferred stock, $0.001 par value; 100,000,000 and 28,000,000 shares authorized as of December 31, 2025 and December 31, 2024, respectively; 794,893 and 510,000 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively; aggregate liquidation preference of $1,027,583 and $665,561 as of December 31, 2025 and December 31, 2024, respectively






 






 






758,027






 






 






 






474,920






 








Redeemable common stock, $0.001 par value; zero and 1,472,965 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively






 






 






—






 






 






 






22,258






 








Stockholders’ equity:






 






 






 






 








Class A common stock, $0.001 par value; 3,000,000,000 and 365,000,000 shares authorized as of December 31, 2025 and December 31, 2024, respectively; 321,320,641 and 273,872,642 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively






 






 






321






 






 






 






274






 








Class B common stock, $0.001 par value; 200,000,000 and 50,000,000 shares authorized as of December 31, 2025 and December 31, 2024, respectively; 24,750,000 shares issued and outstanding as of December 31, 2025 and December 31, 2024






 






 






25






 






 






 






25






 








Class C common stock, $0.001 par value; zero and 16,077,175 shares authorized as of December 31, 2025 and December 31, 2024, respectively; zero and 4,328,764 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively






 






 






—






 






 






 






4






 








Additional paid-in capital






 






 






4,522,498






 






 






 






2,255,500






 








Accumulated other comprehensive income






 






 






71,347






 






 






 






129,430






 








Accumulated deficit






 






 






(3,410,603






)






 






 






(1,504,669






)








Total stockholders’ equity






 






 






1,183,588






 






 






 






880,564






 








Total liabilities, redeemable preferred stock, redeemable common stock, and stockholders’ equity






$






5,054,053






 






 






$






5,093,585






 











 



STUBHUB HOLDINGS, INC.




CONSOLIDATED STATEMENTS OF CASH FLOWS




(In thousands)




(unaudited)










 



 






Three Months Ended December 31,






 






Year Ended December 31,








 






 






2025






 






 






 






2024






 






 






 






2025






 






 






 






2024






 








Cash flows from operating activities:






 






 






 






 






 






 






 








Net (loss) income






$






(535,313






)






 






$






54,190






 






 






$






(1,905,934






)






 






$






(2,800






)








Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:






 






 






 






 






 






 






 








Depreciation






 






708






 






 






 






592






 






 






 






2,537






 






 






 






2,249






 








Amortization of intangible assets






 






5,729






 






 






 






5,801






 






 






 






23,067






 






 






 






22,283






 








Stock-based compensation






 






34,889






 






 






 






3,381






 






 






 






1,447,668






 






 






 






7,737






 








Amortization of debt issuance costs






 






1,514






 






 






 






2,113






 






 






 






8,049






 






 






 






9,358






 








Losses on derivatives






 






4,362






 






 






 






3,023






 






 






 






11,964






 






 






 






14,219






 








Amortization of unrealized losses on cash flow hedge






 






(7,455






)






 






 






(1,860






)






 






 






(31,379






)






 






 






(7,399






)








Unrealized foreign exchange losses (gains)






 






3,748






 






 






 






(49,787






)






 






 






91,395






 






 






 






(40,508






)








Loss on extinguishment of debt






 






3,038






 






 






 






—






 






 






 






18,492






 






 






 






8,216






 








Deferred income taxes






 






492,274






 






 






 






41,776






 






 






 






356,816






 






 






 






57,709






 








Fair value change for preferred stocks and preferred stock bifurcated derivatives






 






(4,378






)






 






 






2,690






 






 






 






11,447






 






 






 






9,239






 








Other






 






4,629






 






 






 






309






 






 






 






11,469






 






 






 






4,862






 








Changes in operating assets and liabilities:






 






 






 






 






 






 






 








Accounts receivable






 






(663






)






 






 






1,741






 






 






 






(1,154






)






 






 






6,924






 








Inventory






 






(13,385






)






 






 






3,670






 






 






 






(6,083






)






 






 






(19,838






)








Prepaid expenses and other current assets






 






(1,795






)






 






 






4,686






 






 






 






(9,920






)






 






 






4,135






 








Other non-current assets






 






(302






)






 






 






(8,975






)






 






 






(1,969






)






 






 






(29,951






)








Operating lease right-of-use assets






 






1,209






 






 






 






939






 






 






 






4,568






 






 






 






4,757






 








Accounts payable






 






5,624






 






 






 






96,561






 






 






 






(44,313






)






 






 






73,457






 








Payments due to buyers and sellers






 






(24,662






)






 






 






(251,412






)






 






 






106,503






 






 






 






30,160






 








Accrued expenses and other current liabilities






 






11,059






 






 






 






(36,494






)






 






 






37,659






 






 






 






91,447






 








Other non-current liabilities






 






31,237






 






 






 






(21,886






)






 






 






65,076






 






 






 






19,724






 








Operating lease liabilities






 






(934






)






 






 






(506






)






 






 






(3,389






)






 






 






(4,493






)








Net cash provided by (used in) operating activities






 






11,133






 






 






 






(149,448






)






 






 






192,569






 






 






 






261,487






 








Cash flows from investing activities:






 






 






 






 






 






 






 








Capitalized software development costs






 






(8,690






)






 






 






(521






)






 






 






(31,532






)






 






 






(2,625






)








Purchases of property and equipment






 






(223






)






 






 






(340






)






 






 






(1,393






)






 






 






(1,666






)








Purchases of intangible assets






 






(257






)






 






 






(316






)






 






 






(1,455






)






 






 






(2,086






)








Net cash used in investing activities






 






(9,170






)






 






 






(1,177






)






 






 






(34,380






)






 






 






(6,377






)








Cash flows from financing activities:






 






 






 






 






 






 






 








Proceeds from issuance of common stock upon initial public offering, net of underwriting discounts and commissions






 






—






 






 






 






—






 






 






 






758,000






 






 






 






—






 








Proceeds from issuance of Series M redeemable preferred stock






 






—






 






 






 






—






 






 






 






—






 






 






 






24,025






 








Proceeds from issuance of Series N redeemable preferred stock






 






—






 






 






 






—






 






 






 






50,000






 






 






 






—






 








Proceeds from issuance of Series O redeemable preferred stock






 






—






 






 






 






—






 






 






 






254,893






 






 






 






—






 








Proceeds from issuance of Class A common stock upon exercise of stock options and warrants






 






100






 






 






 






—






 






 






 






159






 






 






 






1,123






 








Proceeds from issuance of debt






 






—






 






 






 






—






 






 






 






—






 






 






 






443,465






 








Proceeds from partial interest rate swap termination






 






3,740






 






 






 






—






 






 






 






17,750






 






 






 






—






 











 



STUBHUB HOLDINGS, INC.




CONSOLIDATED STATEMENTS OF CASH FLOWS - continued




(In thousands)




(unaudited)










 



 






Three Months Ended December 31,






 






Year Ended December 31,








 






 






2025






 






 






 






2024






 






 






 






2025






 






 






 






2024






 








Repurchase and retirement of Class A and Class C common stock






 






(5






)






 






 






—






 






 






 






(1,005






)






 






 






—






 








Repayment of long-term debt obligations






 






(150,000






)






 






 






(4,882






)






 






 






(909,763






)






 






 






(506,591






)








Payment of tax withholding obligations on vested equity awards






 






(4,657






)






 






 






—






 






 






 






(86,264






)






 






 






—






 








Payments of deferred offering costs






 






(1,928






)






 






 






(3,332






)






 






 






(11,978






)






 






 






(5,962






)








Payment of debt issuance costs






 






—






 






 






 






—






 






 






 






—






 






 






 






(2,770






)








Net cash (used in) provided by financing activities






 






(152,750






)






 






 






(8,214






)






 






 






71,792






 






 






 






(46,710






)








Effect of exchange rate changes on cash, cash equivalents, and restricted cash






 






514






 






 






 






(11,600






)






 






 






13,238






 






 






 






(13,542






)








Net (decrease) increase in cash, cash equivalents, and restricted cash






 






(150,273






)






 






 






(170,439






)






 






 






243,219






 






 






 






194,858






 








Cash, cash equivalents, and restricted cash at beginning of period






 






1,409,403






 






 






 






1,186,350






 






 






 






1,015,911






 






 






 






821,053






 








Cash, cash equivalents, and restricted cash at end of period






$






1,259,130






 






 






$






1,015,911






 






 






$






1,259,130






 






 






$






1,015,911






 








Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets:






 






 






 






 






 






 






 








Cash and cash equivalents






$






1,241,587






 






 






$






1,000,965






 






 






$






1,241,587






 






 






$






1,000,965






 








Restricted cash in prepaid expenses and other current assets






 






—






 






 






 






312






 






 






 






—






 






 






 






312






 








Restricted cash






 






17,543






 






 






 






14,634






 






 






 






17,543






 






 






 






14,634






 








Total cash, cash equivalents, and restricted cash






$






1,259,130






 






 






$






1,015,911






 






 






$






1,259,130






 






 






$






1,015,911






 








Supplemental cash flow information






 






 






 






 






 






 






 








Cash paid for:






 






 






 






 






 






 






 








Interest






$






34,652






 






 






$






56,499






 






 






$






194,094






 






 






$






234,222






 








Income tax






$






6,847






 






 






$






4,616






 






 






$






19,326






 






 






$






5,327






 








Non-cash investing and financing activities:






 






 






 






 






 






 






 








Stock-based compensation capitalized in development of capitalized software






$






7,054






 






 






$






—






 






 






$






35,396






 






 






$






—






 








Deferred offering costs accrued, unpaid






$






(1,928






)






 






$






(1,008






)






 






$






2,407






 






 






$






3,934






 







Key Business Metric and Non-GAAP Financial Measures

StubHub regularly reviews the key business metric, GMS, and the non-GAAP financial measures, Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow, Net Leverage, Adjusted Gross Margin, Adjusted Sales and Marketing Expenses, Adjusted Operations and Support Expenses, and Adjusted General and Administrative Expenses to evaluate our business, measure our performance, identify trends, prepare financial projections and make business decisions. The measures set forth below should be considered in addition to, not as a substitute for or in isolation from, our financial results prepared in accordance with GAAP. Other companies, including companies in our industry, may calculate these measures differently or not at all, which reduces their usefulness as comparative measures. A reconciliation of the non-GAAP financial measures, to the most directly comparable financial measures calculated in accordance with GAAP is set forth below under “Reconciliations of GAAP to Non-GAAP Financial Measures.” A reconciliation of the Company’s Adjusted EBITDA guidance to the corresponding GAAP measure is not available on a forward-looking basis without unreasonable effort due to the uncertainty of expenses that may be incurred in the future, although it is important to note that these factors could be material to the Company’s results computed in accordance with GAAP. For example, stock-based compensation-related charges are impacted by the timing of employee stock transactions, the future fair market value of the Company’s Class A common stock, and the Company’s future hiring and retention needs, all of which are difficult to predict and subject to constant change.


Gross Merchandise Sales represents the total dollar value paid by buyers for ticket transactions and fulfillment. GMS includes fees we charge buyers and sellers that can vary by transaction, as well as the net proceeds we remit to sellers. Our definition of GMS does not include applicable sales, value-added and other indirect taxes, shipping costs and the impact of discounts and coupons as well as event cancellations or expected cancellations after the initial transaction on our platform. We believe it is useful to exclude these items, primarily refunds due to event cancellations, as GMS is a key metric used by management to measure business performance.


Adjusted EBITDA is calculated as net (loss) income excluding results from non-operating sources including interest income and expense, (provision) benefit for income taxes, other income (expense), net, foreign currency gains losses, (losses) gains on derivatives, depreciation and amortization, acquisition-related costs, stock-based compensation expense, debt refinancing costs and loss on extinguishment of debt, indirect tax contingency costs, litigation reserves and other costs and expenses. Adjusted EBITDA is a key performance measure that our management team uses to assess our operating performance. We present Adjusted EBITDA because management believes it is helpful in highlighting trends in our operating results as it excludes certain items, such as stock-based compensation expense, which are non-cash or whose fluctuations from period-to-period do not necessarily correspond to changes in the operating results of our business. Moreover, it is frequently used by analysts, investors and other interested parties to evaluate companies in our industry.


Adjusted EBITDA has limitations as an analytical measure and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. In addition, other companies, including companies in our industry, may calculate Adjusted EBITDA differently, which reduces its usefulness as a comparative measure. Because of these limitations, you should consider Adjusted EBITDA alongside other financial performance measures, including various cash flow metrics, net (loss) income and other GAAP results.


Free Cash Flow is defined as net cash provided by (used in) operating activities less capital expenditures, which includes purchases of property and equipment, purchases of intangible assets and capitalized software development costs (excluding capitalized stock-based compensation expense). We believe that Free Cash Flow is a meaningful indicator of liquidity for management and investors and, in particular, the amount of cash generated from operations that, after capital expenditures, can be used for strategic initiatives, including continuous investment in our business and strengthening our balance sheet. A limitation of the use of Free Cash Flow is that it does not represent the total increase or decrease in our cash balance for the period. Free Cash Flow should not be considered in isolation or as an alternative to cash flows from operations and should be considered alongside our other financial liquidity measures, such as net cash provided by (used in) operating activities and our other GAAP results.


Net Leverage is defined as (a) total debt, less cash and cash equivalents plus payments due to sellers divided by (b) trailing twelve months Adjusted EBITDA. We believe that Net Leverage provides investors a more complete understanding of our leverage position and borrowing capacity after factoring in cash and cash equivalents that eventually could be used to repay outstanding debt.


Adjusted Gross Margin is defined as (a) revenue less Adjusted Cost of Revenue (which is cost of revenue excluding stock-based compensation expense) divided by (b) revenue. We present Adjusted Gross Margin because management believes it is helpful in highlighting trends in our operating results as it excludes stock-based compensation expense, which is a non-cash expense.


Adjusted Sales and Marketing Expenses is defined as sales and marketing expense excluding stock-based compensation expense. We present Adjusted Sales and Marketing Expenses because management believes it is helpful in highlighting trends in our expense management as it excludes stock-based compensation expense, which is a non-cash expense.


Adjusted Operations and Support Expenses is defined as operations and support expenses excluding stock-based compensation expense. We present Adjusted Operations and Support Expenses because management believes it is helpful in highlighting trends in our expense management as it excludes stock-based compensation expense, which is a non-cash expense.


Adjusted General and Administrative Expenses is defined as general and administrative expense excluding stock-based compensation expense, acquisition related costs, debt refinancing costs, indirect tax contingency costs, litigation reserves and other costs and expenses that we do not consider to be representative of the ongoing financial performance of our core business. We present Adjusted General and Administrative Expenses because management believes it is helpful in highlighting trends in our expense management as it excludes certain items, such as stock-based compensation expense, which are non-cash or whose fluctuations from period-to-period do not necessarily correspond to changes in the operating results of our business.






 



STUBHUB HOLDINGS, INC.




RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES




(In thousands, except percentages)




(unaudited)










 



Adjusted EBITDA











 






Three Months Ended

December 31,






 






Year Ended December 31,








 






 






2025






 






 






 






2024






 






 






 






2025






 






 






 






2024






 








Net (loss) income






$






(535,313






)






 






$






54,190






 






 






$






(1,905,934






)






 






$






(2,800






)








Add (deduct):






 






 






 






 






 






 






 








Interest income






 






(10,833






)






 






 






(9,832






)






 






 






(42,412






)






 






 






(41,118






)








Interest expense






 






18,370






 






 






 






45,209






 






 






 






140,035






 






 






 






179,778






 








Provision (benefit) for income taxes






 






492,922






 






 






 






30,469






 






 






 






360,594






 






 






 






40,059






 








Other (income) expense, net






 






—






 






 






 






—






 






 






 






(4,552






)






 






 






(1,907






)








Foreign currency losses (gains)






 






3,361






 






 






 






(46,458






)






 






 






89,664






 






 






 






(41,070






)








Losses (gains) on derivatives






 






776






 






 






 






(721






)






 






 






139






 






 






 






(3,101






)








Depreciation and amortization






 






6,437






 






 






 






6,393






 






 






 






25,604






 






 






 






24,532






 








Debt refinancing costs and loss on extinguishment of debt(1)






 






3,038






 






 






 






—






 






 






 






18,492






 






 






 






33,886






 








Acquisition-related costs(2)






 






—






 






 






 






125






 






 






 






250






 






 






 






1,374






 








Stock-based compensation expense(3)






 






34,889






 






 






 






3,381






 






 






 






1,447,668






 






 






 






7,737






 








Indirect tax contingency costs(4)






 






18,566






 






 






 






14,094






 






 






 






53,504






 






 






 






52,118






 








Litigation reserves(5)






 






30,080






 






 






 






5,727






 






 






 






37,080






 






 






 






44,483






 








Other costs and expenses(6)






 






362






 






 






 






1,789






 






 






 






12,304






 






 






 






4,704






 








Adjusted EBITDA






$






62,655






 






 






$






104,366






 






 






$






232,436






 






 






$






298,675






 








 






 






 






 






 






 






 






 








Revenue






$






449,173






 






 






$






533,415






 






 






$






1,745,188






 






 






$






1,770,645






 








Net (loss) income as a percentage of revenue






 






(119






)%






 






 






10






%






 






 






(109






)%






 






 






0






%








Adjusted EBITDA as a percentage of revenue






 






14






%






 






 






20






%






 






 






13






%






 






 






17






%








During the three months ended December 31, 2025 and 2024, we incurred $3.0 million and zero, respectively of loss on extinguishment of debt as a result of our early principal payments related to the 2024 USD Term Loan of $150.0 million and during the year ended December 31, 2025, we incurred $18.5 million of loss on extinguishment of debt, as a result of our early principal payments related to the 2024 USD Term Loan of $750.0 million and $150.0 million, which are non-recurring transactions. During the year ended December 31, 2024, we incurred $25.7 million of professional service fees related to our debt refinancing in 2024, which is a non-recurring transaction, and $8.2 million of loss on extinguishment of debt. As such, we do not consider these associated costs to be representative of the ongoing financial performance of our core business.



During the three months ended December 31, 2025 and 2024, we incurred zero and $0.1 million of transaction and integration costs, respectively, and during the years ended December 31, 2025 and 2024, we incurred $0.3 million and $1.4 million of transaction and integration costs, respectively, attributable to activities associated with our acquisition of the StubHub business from eBay Inc. (the "StubHub Acquisition"), including for certain personnel-related integration costs for certain StubHub employees we retained following the StubHub Acquisition, significant legal and other consultative fees in connection with the U.K. Competition and Markets Authority's approval proceedings and efforts to integrate acquired information technology infrastructure. We do not consider these costs to be representative of the ongoing financial performance of our core business, and we do not expect these costs to be significant going forward.



Upon our IPO, we recognized $1,400.7 million of stock-based compensation expense, net of $27.1 million capitalized for internally developed software, associated with RSUs, stock options and restricted stock for which the service-based and performance-based vesting conditions, as applicable, were fully or partially satisfied in connection with the IPO.



During the three months ended December 31, 2025 and 2024, we incurred $17.9 million and $13.1 million of expenses, respectively, associated with potential indirect tax contingencies for withholding obligations and $0.7 million and $1.0 million of professional service costs, respectively. During the years ended December 31, 2025 and 2024, we incurred $51.5 million and $44.1 million of expenses, respectively, associated with potential indirect tax contingencies for withholding obligations and $2.0 million and $8.0 million of professional service costs, respectively.



During the three months ended December 31, 2025 and 2024, we incurred $30.1 million and $5.7 million, respectively, and during the years ended December 31, 2025 and 2024, we incurred $37.1 million and $44.5 million, respectively, for expenses due to a litigation-related loss contingency for specific matters for which we deemed loss to be probable as described in Note 14, “Commitments and Contingencies” to our consolidated financial statements. We do not consider these costs to be representative of ordinary course litigation or the ongoing financial performance of our core business.



Represents (a) a one-time expense to terminate an intellectual property rights licensing agreement of $7.7 million for the year ended December 31, 2025, (b) personnel-related costs related to our customer service office closure of zero and $1.8 million for the three months ended December 31, 2025 and 2024, respectively, and $0.2 million and $3.5 million for the years ended December 31, 2025 and 2024, respectively, (c) a one-time expense related to our IPO of $0.4 million and $4.4 million for the three months and year ended December 31, 2025, respectively, and (d) entity restructuring costs associated with the transfer of certain intangible assets and restructuring of our wholly owned subsidiaries of $1.2 million for the year ended December 31, 2024. We do not consider these expenses to be representative of the ongoing financial performance of our core business.





Free Cash Flow













 



 






Three Months Ended

December 31,






 






Year Ended December 31,








 






 






2025






 






 






 






2024






 






 






 






2025






 






 






 






2024






 








 






(in thousands)








Net cash provided by (used in) operating activities(1)






$






11,133






 






 






$






(149,448






)






 






$






192,569






 






 






$






261,487






 








Less: Capitalized software development costs






 






(8,690






)






 






 






(521






)






 






 






(31,532






)






 






 






(2,625






)








Less: Purchases of property and equipment






 






(223






)






 






 






(340






)






 






 






(1,393






)






 






 






(1,666






)








Less: Purchases of intangible assets






 






(257






)






 






 






(316






)






 






 






(1,455






)






 






 






(2,086






)








Free cash flow






$






1,963






 






 






$






(150,625






)






 






$






158,189






 






 






$






255,110






 








Includes $24.5 million, $38.5 million, $139.5 million and $147.1 million of interest payments on our outstanding debt, net of cash received on the settlement of interest rate swap derivatives for the three months ended December 31, 2025 and 2024 and for the years ended December 31, 2025 and 2024, respectively.





Reconciliation of Cost of Revenue to Adjusted Cost of Revenue










 



 






Three Months Ended

December 31,






 






Year Ended December 31,








 






 






2025






 






 






2024






 






 






2025






 






 






2024








 






(in thousands)








Cost of revenue






$






75,882






 






 






$






128,183






 






$






313,984






 






 






$






334,102








Add (deduct):






 






 






 






 






 






 






 








Stock-based compensation expense






 






(452






)






 






 






—






 






 






(23,808






)






 






 






—








Adjusted cost of revenue






$






75,430






 






 






$






128,183






 






$






290,176






 






 






$






334,102











 



Reconciliation of Operations and Support Expenses to Adjusted Operations and Support Expenses










 



 






Three Months Ended

December 31,






 






Year Ended December 31,








 






 






2025






 






 






2024






 






 






2025






 






 






2024








 






(in thousands)








Operations and support






$






14,595






 






 






$






15,072






 






$






63,229






 






 






$






59,451








Add (deduct):






 






 






 






 






 






 






 








Stock-based compensation expense






 






(95






)






 






 






—






 






 






(6,033






)






 






 






—








Adjusted operations and support






$






14,500






 






 






$






15,072






 






$






57,196






 






 






$






59,451









Reconciliation of Sales and Marketing Expenses to Adjusted Sales and Marketing Expenses










 



 






Three Months Ended

December 31,






 






Year Ended December 31,








 






 






2025






 






 






2024






 






 






2025






 






 






2024








 






(in thousands)








Sales and marketing






$






236,471






 






 






$






221,308






 






$






971,717






 






 






$






827,972








Add (deduct):






 






 






 






 






 






 






 








Stock-based compensation expense






 






(2,378






)






 






 






—






 






 






(28,840






)






 






 






—








Adjusted sales and marketing






$






234,093






 






 






$






221,308






 






$






942,877






 






 






$






827,972









Reconciliation of General and Administrative Expenses to Adjusted General and Administrative Expenses










 



 






Three Months Ended

December 31,






 






Year Ended December 31,








 






 






2025






 






 






 






2024






 






 






 






2025






 






 






 






2024






 








 






(in thousands)








General and administrative






$






143,467






 






 






$






89,602






 






 






$






1,714,628






 






 






$






386,531






 








Add (deduct):






 






 






 






 






 






 






 








Stock-based compensation expense






 






(31,964






)






 






 






(3,381






)






 






 






(1,388,987






)






 






 






(7,737






)








Litigation reserves






 






(30,080






)






 






 






(5,727






)






 






 






(37,080






)






 






 






(44,483






)








Indirect tax contingency costs






 






(18,566






)






 






 






(14,094






)






 






 






(53,504






)






 






 






(52,118






)








Debt refinancing costs






 






—






 






 






 






—






 






 






 






—






 






 






 






(25,670






)








Acquisition-related costs






 






—






 






 






 






(125






)






 






 






(250






)






 






 






(1,374






)








Other costs and expenses






 






(362






)






 






 






(1,789






)






 






 






(12,304






)






 






 






(4,704






)








Adjusted general and administrative






$






62,495






 






 






$






64,486






 






 






$






222,503






 






 






$






250,445






 









Reconciliation of Adjusted Gross Margin










 



 






Three Months Ended

December 31,






 






Year Ended December 31,








 






 






2025






 






 






 






2024






 






 






 






2025






 






 






 






2024






 








 






(in thousands)








Revenue






$






449,173






 






 






$






533,415






 






 






$






1,745,188






 






 






$






1,770,645






 








Cost of revenue






 






75,882






 






 






 






128,183






 






 






 






313,984






 






 






 






334,102






 








Stock-based compensation expense






 






(452






)






 






 






—






 






 






 






(23,808






)






 






 






—






 








Adjusted cost of revenue






 






75,430






 






 






 






128,183






 






 






 






290,176






 






 






 






334,102






 








Adjusted gross margin






$






373,743






 






 






$






405,232






 






 






$






1,455,012






 






 






$






1,436,543






 








Adjusted gross margin as a percentage of revenue






 






83






%






 






 






76






%






 






 






83






%






 






 






81






%









Reconciliation of Net (Loss) Income to TTM Adjusted EBITDA








 



 






Three Months Ended









December 31,

2025






 






September 30,

2025






 






June 30,

2025






 






March 31,

2025






 






December 31,

2024






 






September 30,

2024






 






June 30,

2024






 






March 31,

2024








 






(in thousands)








Net (loss) income






$






(535,313






)






 






$






(1,294,609






)






 






$






(53,829






)






 






$






(22,183






)






 






$






54,190






 






 






$






(33,012






)






 






$






(7,920






)






 






$






(16,058






)








Add (deduct):






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 








Interest income






 






(10,833






)






 






 






(12,912






)






 






 






(10,365






)






 






 






(8,302






)






 






 






(9,832






)






 






 






(11,045






)






 






 






(11,283






)






 






 






(8,958






)








Interest expense






 






18,370






 






 






 






35,360






 






 






 






43,868






 






 






 






42,437






 






 






 






45,209






 






 






 






47,548






 






 






 






45,617






 






 






 






41,404






 








Provision (benefit) for income taxes






 






492,922






 






 






 






(106,240






)






 






 






(17,594






)






 






 






(8,494






)






 






 






30,469






 






 






 






(16,815






)






 






 






35,906






 






 






 






(9,501






)








Other (income) expense, net






 






—






 






 






 






(4,904






)






 






 






352






 






 






 






—






 






 






 






—






 






 






 






(1,907






)






 






 






—






 






 






 






—






 








Foreign currency losses (gains)






 






3,361






 






 






 






1,133






 






 






 






61,125






 






 






 






24,045






 






 






 






(46,458






)






 






 






19,519






 






 






 






(5,320






)






 






 






(8,811






)








Losses (gains) on derivatives






 






776






 






 






 






(1,471






)






 






 






1,499






 






 






 






(665






)






 






 






(721






)






 






 






7,858






 






 






 






(3,666






)






 






 






(6,572






)








Depreciation and amortization






 






6,437






 






 






 






6,411






 






 






 






6,412






 






 






 






6,344






 






 






 






6,393






 






 






 






6,168






 






 






 






6,070






 






 






 






5,901






 








Debt refinancing costs and loss on extinguishment of debt






 






3,038






 






 






 






15,454






 






 






 






—






 






 






 






—






 






 






 






—






 






 






 






—






 






 






 






603






 






 






 






33,283






 








Acquisition-related costs






 






—






 






 






 






—






 






 






 






125






 






 






 






125






 






 






 






125






 






 






 






125






 






 






 






125






 






 






 






999






 








Stock-based compensation expense






 






34,889






 






 






 






1,405,248






 






 






 






2,037






 






 






 






5,494






 






 






 






3,381






 






 






 






1,426






 






 






 






622






 






 






 






2,308






 








Indirect tax contingency costs






 






18,566






 






 






 






12,992






 






 






 






12,981






 






 






 






8,965






 






 






 






14,094






 






 






 






11,755






 






 






 






11,486






 






 






 






14,783






 








Litigation reserves






 






30,080






 






 






 






7,000






 






 






 






—






 






 






 






—






 






 






 






5,727






 






 






 






22,379






 






 






 






—






 






 






 






16,377






 








Other costs and expenses






 






362






 






 






 






4,031






 






 






 






7,731






 






 






 






180






 






 






 






1,789






 






 






 






1,751






 






 






 






649






 






 






 






515






 








Adjusted EBITDA






$






62,655






 






 






$






67,493






 






 






$






54,342






 






 






$






47,946






 






 






$






104,366






 






 






$






55,750






 






 






$






72,889






 






 






$






65,670






 








TTM Adjusted EBITDA






$






232,436






 






 






$






274,147






 






 






$






262,404






 






 






$






280,951






 






 






$






298,675






 






 






 






 






 






 






 









Reconciliation of Net Cash Provided by (Used in) Operating Activities to TTM Free Cash Flow








 



 






Three Months Ended




 








 






December 31,

2025






 






September 30,

2025






 






June 30,

2025






 






March 31,

2025






 






December 31,

2024






 






September 30,

2024






 






June 30,

2024






 






March 31,

2024 








 






(in thousands)








Net cash provided by (used in) operating activities






$






11,133






 






 






$






3,795






 






 






$






19,320






 






 






$






158,321






 






 






$






(149,448






)






 






$






12,357






 






 






$






138,221






 






 






$






260,357






 








Less: Capitalized software development costs






 






(8,690






)






 






 






(7,767






)






 






 






(8,846






)






 






 






(6,229






)






 






 






(521






)






 






 






(521






)






 






 






(704






)






 






 






(879






)








Less: Purchases of property and equipment






 






(223






)






 






 






(372






)






 






 






(291






)






 






 






(507






)






 






 






(340






)






 






 






(646






)






 






 






(319






)






 






 






(361






)








Less: Purchases of intangible assets






 






(257






)






 






 






(256






)






 






 






(467






)






 






 






(475






)






 






 






(316






)






 






 






(588






)






 






 






(756






)






 






 






(426






)








Free cash flow






$






1,963






 






 






$






(4,600






)






 






$






9,716






 






 






$






151,110






 






 






$






(150,625






)






 






$






10,602






 






 






$






136,442






 






 






$






258,691






 








TTM cash flow provided by operations






$






192,569






 






 






$






31,988






 






 






$






40,550






 






 






$






159,451






 






 






$






261,487






 






 






 






 






 






 






 








TTM free cash flow






$






158,189






 






 






$






5,601






 






 






$






20,803






 






 






$






147,529






 






 






$






255,110






 






 






 






 






 






 






 








Net interest payment(1)






$






24,496






 






 






$






39,629






 






 






$






37,989






 






 






$






37,362






 






 






$






38,524






 






 






$






40,128






 






 






$






48,763






 






 






$






19,730






 








Change in payments due to buyers and sellers(2)






$






(24,662






)






 






$






(29,555






)






 






$






(30,832






)






 






$






191,552






 






 






$






(251,412






)






 






$






(37,612






)






 






$






68,751






 






 






$






250,433






 








Includes interest payments on our outstanding debt, net of cash received on the settlement of interest rate swap derivatives.



Includes change in payments due to buyers and sellers as noted in the consolidated statements of cash flows.





Reconciliation of Net Leverage










 


 

 






December 31,





 


 

 






 






2025






 






 






 






2024






 





 


 

 






(in thousands, except percentages)





 


 

2024 Euro Term Loan






$






531,041






 






 






$






471,049






 





 


 

2024 USD Term Loan






 






1,004,187






 






 






 






1,913,950






 





 


 

Principal amount—senior credit facilities






 






1,535,228






 






 






 






2,384,999






 





 


 

Add (deduct):






 






 






 





 


 

Cash and cash equivalents






 






(1,241,587






)






 






 






(1,000,965






)





 


 

Payments due to sellers(1)






 






747,363






 






 






 






630,022






 





 


 

Net Debt






$






1,041,004






 






 






$






2,014,056






 





 


 

TTM Adjusted EBITDA






$






232,436






 






 






$






298,675






 





 


 

Net Leverage






4.5 x






 






6.7 x





 



Reported within payments due to buyers and sellers in notes to the consolidated financial statements.



 

View source version on businesswire.com: https://www.businesswire.com/news/home/20260304475774/en/
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Media:

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Original: StubHub Announces Full Year and Fourth Quarter 2025 Results