StubHub Holdings, Inc.
For the period ended Mar 31, 2026. Filed May 14, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 14, 2026
STUB$6.14-2.2%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-14.
0001628280-25-052164
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-14.
0001628280-26-034716
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 164 previous paragraphs and 107 current paragraphs.
47 unchanged; 36 reworded; 24 added; 76 removed; 5 previous and 0 current paragraphs rearranged.
Tables are not compared: 19 previous and 17 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (24)
Current report
We are 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.
Current report
Highlights for First Quarter 2026
Current report
Key Business Metrics
Current report
•Gross Merchandise Sales (“GMS”) was $2.2 billion for the three months ended March 31, 2026, as compared to $2.1 billion in the three months ended March 31, 2025
Current report
Financial Results
Current report
•Revenue was $446.0 million for the three months ended March 31, 2026, as compared to $397.6 million in the three months ended March 31, 2025
Current report
•Gross margin was 85% for the three months ended March 31, 2026, as compared to 84% in the three months ended March 31, 2025
Current report
•Total costs and expenses were $420.2 million for the three months ended March 31, 2026, as compared to $370.8 million in the three months ended March 31, 2025
Current report
•Net income (loss) was $48.0 million for the three months ended March 31, 2026, as compared to $(22.2) million in the three months ended March 31, 2025
Current report
•Adjusted EBITDA was $72.1 million for the three months ended March 31, 2026, as compared to $47.9 million in the three months ended March 31, 2025
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•Net cash provided by operating activities was $298.4 million for the three months ended March 31, 2026, as compared to $158.3 million in the three months ended March 31, 2025
Current report
•Free cash flow was $290.6 million for the three months ended March 31, 2026, as compared to $151.1 million in the three months ended March 31, 2025
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•Cash and cash equivalents were $1.5 billion as of March 31, 2026
Current report
Foreign Currency Gains (Losses)
Current report
Not meaningful
Current report
Gains on Derivatives
Current report
Benefit for Income Taxes
Current report
Benefit for income taxes decreased $5.7 million for the three months ended March 31, 2026 as compared to the same period in 2025, primarily due to current period pre-tax income, net of the benefit recognized for the changes in the U.S. valuation allowances and tax benefits on the interest rate swap reclassified from AOCI, whereas the tax benefit for the three months ended March 31, 2025 was primarily attributable to the pre-tax loss.
Current report
Not meaningful
Current report
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.
Current report
During the three months ended March 31, 2026, the increase in Adjusted EBITDA, compared to the prior year, was driven by higher average transaction fee rates, increased marketing efficiency, and growth in GMS per transaction, partially offset by higher direct costs related to growth in GMS and certain general and administrative costs.
Current report
On September 29, 2025, we made an early principal payment related to the 2024 USD Term Loan of $750.0 million in connection with, and using proceeds from, the IPO. Additionally, on December 16, 2025, we made an early principal payment on the 2024 USD Term Loan of $150.0 million. The paydown on September 29, 2025 was applied first to eliminate all remaining principal amortization payments that were scheduled to be paid on the principal balance of the 2024 USD Term Loan, beginning on September 30, 2025.
Current report
Net cash used in financing activities during the three months ended March 31, 2026 was $4.6 million, which was primarily comprised of payment of tax withholding obligations on vested equity awards of $2.6 million and payments of deferred offering costs of $2.1 million.
Current report
Critical Accounting Estimates
Removed paragraphs (76)
Previous report
Our mission is to be the global destination for consumers to access live events and experiences. We envision a future where all live event tickets are widely available to be conveniently purchased and every seat at every venue is filled.
Previous report
Our journey began in 2000 when our Founder and CEO, Eric H. Baker, co-founded StubHub, the first online marketplace for secondary tickets, with the commitment to bring liquidity, transparency and trust to an opaque and inefficient category. When StubHub started, secondary ticketing was a fragmented offline market, untouched by technology and data, with complicated problems to solve. To win in secondary ticketing, StubHub had to create a technology-enabled marketplace where tickets were sourced and priced dynamically and all types of live events could be supported.
Previous report
Today, we believe we operate a leading global ticketing marketplace for live events. Our business model has achieved scale with high growth and generated significant revenue, profit and cash flow. We connect fans around the world with sellers who use our marketplace to reach passionate fans and price tickets efficiently. We operate our global ticketing marketplace through two brands: StubHub in North America and viagogo internationally.
Previous report
Recent Developments
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Initial Public Offering
Previous report
Our IPO was completed on September 18, 2025. Our condensed consolidated financial statements as of and for the three and nine months ended September 30, 2025 reflect the sale by us of an aggregate of 34,042,553 shares in our IPO, at the public offering price of $23.50 per share, for net proceeds to us of approximately $758.0 million after deducting underwriting discounts and commissions of $42.0 million.
Previous report
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 restricted stock units ("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.
Previous report
Key Factors Affecting Our Performance
Previous report
We believe that the growth and future success of our business depend on many factors. While each of these factors presents significant opportunities for our business, they also pose important challenges that we must continue to successfully address in order to sustain our growth and improve our results of operations.
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Attract Buyers Efficiently
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In order to drive transaction activity on our marketplace, we must attract buyers efficiently. Our ability to do this relies on leveraging the strength of our leading global brands and performance marketing expertise. By combining unpaid traffic with high-return-on-investment marketing spend, we have a multi-faceted customer acquisition strategy that is designed to drive high-intent users to our marketplace and deliver superior buyer acquisition efficiency. Through our performance marketing channels, we are able to achieve consistent gross profit in excess of sales and marketing expenses on transactions. We believe that the combined strength of our StubHub brand in North America and viagogo brand internationally, as well as our performance marketing expertise will continue to enable us to attract buyers to the marketplace efficiently through these channels and continue to achieve strong profitability. In addition, buyers on our marketplace tend to exhibit repeat purchasing behavior, providing durable returns to our customer acquisition strategy. For example, as of December 31, 2024, the number of buyers who made two or more purchases on our platform during the previous 12 months grew 2.0x faster, year-over-year, than the number of buyers who made only one purchase on our platform during the previous 12 months. We believe this drives efficiency and growth over the long term.
Previous report
Attract More Sellers
Previous report
In order to deliver a compelling value proposition to buyers, we need a large and diverse inventory of live event tickets on our marketplace. Our ability to offer sufficient inventory requires us to maintain a large base of sellers and help them efficiently sell tickets so that they continue to utilize our marketplace. StubHub’s large base of individual sellers offers a unique breadth and depth of inventory that we believe sets us apart in the live event ticketing ecosystem. In addition to individual sellers, professional sellers and content rights holders also provide inventory on our marketplace. If we fail to attract new sellers, retain existing sellers or fail to provide a wide enough selection of tickets on our marketplace, the value proposition to buyers may be diminished.
Previous report
Monetize Transactions Across Our Platform
Previous report
In order to grow our business, we must continue to monetize the ticketing transactions that we facilitate on our platform by charging fees to buyers and sellers for the services we provide. Our service fees per transaction are generally set as a percentage of the total transaction value. While the fees we charge can vary by transaction, we have maintained a consistent ratio of average service fees per transaction to GMS (as defined below) in excess of 20% annually over our history. Our ability to maintain attractive transaction economics reflects our value proposition to buyers and sellers.
Previous report
Continued Production and Popularity of Live Events
Previous report
Our ability to generate revenue and achieve growth is dependent on sports leagues, teams, venues, performing artists and other content rights holders offering live events as well as the number and popularity of these events in a given period. Consequently, large-scale events and tours, such as the FIFA World Cup in 2022 and Taylor Swift’s record-setting “Eras” tour in 2023 and 2024, can drive excess growth in certain periods, and if large-scale events or tours are canceled, reduced, do not repeat or do not achieve the same level of popularity, it could cause fluctuations in our year-over-year growth rates and adversely impact our financial performance in affected periods.
Previous report
Investments in Our Technology, Products and Services
Previous report
We plan to make focused investments in technology, products and services to support buyers and sellers on our marketplace, both to increase our market share in secondary ticketing and accelerate our traction in new initiatives, including our entry into the original issuance ticketing market and digital advertising opportunities. With over a combined 40 years of operating history across the StubHub and viagogo brands, we have already made significant investments in our marketplace to provide us with a leading market position today. We plan to continue to make targeted investments in products and services for buyers to enhance live event discovery, personalization and seamless purchase functionality. Our ambition is for all tickets to all events globally to eventually be available for purchase on our marketplace. We will also continue to invest in our marketplace for our sellers. While our seller products today are primarily focused on inventory management and pricing intelligence for the secondary market, we plan to add additional features to our seller products and tools to continue reducing friction for sellers, including content rights holders with larger ticket portfolios, to list and sell their tickets on our marketplace. In addition, as we expand into new live events and experiences categories, we may make further investments in our technology in order to continue providing a trusted, end-to-end experience for buyers and sellers on our marketplace. Our results of operations may fluctuate as we make these investments to attract buyers and sellers and drive additional growth.
Previous report
Components of Results of Operations
Previous report
We generate substantially all of our revenue from fees we charge buyers and sellers for the services we provide to facilitate their transactions to buy and sell live event tickets on our marketplace. Our fees are generally set as a percentage of the GMS value of a transaction conducted on our platform. We recognize revenue for transaction facilitation net of the price of tickets sold.
Previous report
We also charge shipping fees to buyers of tickets and we recognize revenue for shipping fees on a gross basis.
Previous report
In addition, in limited circumstances, we recognize proceeds associated with the sale of tickets as revenue, on a gross basis, in addition to any transaction fees.
Previous report
Revenue earned from transactions that occur during a financial reporting period is recorded net of incentives, refunds for actual canceled events not previously reserved as well as an estimate for future canceled events.
Previous report
Costs and Expenses
Previous report
Cost of revenue (exclusive of depreciation and amortization) includes payment processing costs, inventory costs, ticket substitution and replacement costs, shipping costs, costs associated with the maintenance and support of our platform. Payment processing costs consist of merchant fees, expenses associated with the usage of cloud infrastructure and chargebacks. Inventory costs represent the total amount of minimum proceeds that we agreed to remit to content rights holders in exchange for their agreement to list a certain number of original issuance tickets, as well as any additional payments due to such content rights holders based on the final sale price of the tickets. Costs associated with the maintenance and support of our platform include employee-related expenses, hosting and bandwidth and allocated overhead costs. Overall, we expect our cost of revenue to continue to increase in absolute dollars as we continue to invest in our business to support revenue growth. We incurred additional cost of revenue expense during the period in which we completed the IPO as a result of the stock-based compensation expense associated with our RSUs. We also expect to continue incurring stock-based compensation expense going forward as a public company.
Previous report
Operations and support expense is not directly related to revenue activities and primarily consists of compensation expenses for employees and outside contractors who provide buyer and seller support and allocated overhead costs. We expect our operations and support expenditures to continue to increase in absolute dollars as we continue to support revenue growth. We incurred additional operations and support expense during the period in which we completed the IPO as a result of the stock-based compensation expense associated with our RSUs. We also expect to continue incurring stock-based compensation expense going forward as a public company.
Previous report
Sales and marketing expense primarily consists of fixed and variable marketing and advertising expenses, including sponsorship fees paid to certain content rights holders, and personnel-related costs for sales and marketing employees, including allocated overhead costs. We expect sales and marketing expense to continue to increase in absolute dollars as we accelerate our marketing strategies to grow revenue. We incurred additional sales and marketing expense during the period in which we completed the IPO as a result of the stock-based compensation expense associated with our RSUs. We also expect to continue incurring stock-based compensation expense going forward as a public company.
Previous report
General and administrative expense includes personnel-related costs for functions such as product development, finance and accounting, legal and human resources as well as indirect tax contingency expenses, legal expenses, information technology costs, allocated overhead costs, professional services expenses and restructuring costs. We expect our general and administrative expense to increase in absolute dollars as we continue to grow our business. We expect to incur additional general and administrative expense as a result of operating as a public company, including expenses to comply with the rules and regulations of the SEC and listing rules of NYSE, as well as higher expenses for directors and officers insurance, investor relations and professional services. We incurred additional general and administrative expense during the period in which we completed the IPO as a result of the stock-based compensation expense associated with our RSUs, stock options, warrants and restricted stock. We also expect to continue incurring stock-based compensation expense going forward as a public company.
Previous report
Depreciation and amortization expense primarily consists of depreciation and amortization expenses associated with our intangible assets, property and equipment and capitalized software development costs. Depreciation includes expenses associated with computer equipment and software, leasehold improvements and office furniture and equipment. Amortization includes expenses associated with our acquired intangible assets and capitalized software development costs. Depreciation and amortization are excluded from cost of revenue and operating expense line items. We also expect to continue incurring higher amortization expense related to the capitalized software development costs given the costs that were capitalized upon IPO.
Previous report
Other (Expense) Income
Previous report
Interest expense consists of interest incurred on borrowings and debt issuance costs that are amortized using the effective interest method, over the term of the debt. Interest rate swaps designated and accounted for as cash flow hedges are presented within interest expense.
Previous report
Foreign Currency Losses
Previous report
Foreign currency losses represent the remeasurement of monetary assets to be received or liabilities to be paid for the settlement of a transaction denominated in a currency other than the functional currency.
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Gains (Losses) on Derivatives
Previous report
We use interest rate swaps to manage interest rate risk on future cash flows. Interest rate swaps not designated as a cash flow hedge are presented in gains (losses) on derivatives.
Previous report
For derivative instruments that are not designated as hedging instruments any change in fair value during the reporting period is recognized in our condensed consolidated statements of operations. For derivative instruments that are designated as cash flow hedges, any change in fair value during the period is reported as a component of accumulated other comprehensive loss on our condensed consolidated balance sheets and subsequently reclassified into our condensed consolidated statements of operations in the same period the forecasted hedged interest payments affects earnings.
Previous report
Benefit (Provision) for Income Taxes
Previous report
We are subject to income taxes in the U.S. and foreign jurisdictions in which we do business. Foreign jurisdictions have different statutory tax rates than those in the U.S. Additionally, certain of our foreign earnings may also be taxable in the U.S. Accordingly, our effective tax rate is subject to significant variation due to several factors, including variability in our pre-tax and taxable income or loss and the mix of jurisdictions to which they relate, intercompany transactions, changes in how we do business, acquisitions, investments, tax audit developments, the valuation of our net deferred tax assets, and foreign currency gains and losses. Our effective tax rate can also be sensitive to changes in statutes, regulations, case law and administrative practices, principles and interpretations related to tax, including changes to the global tax framework, and other laws and accounting rules in various jurisdictions. We continue to reassess the valuation allowance and uncertain tax positions quarterly, and if future evidence or events change this assessment, a tax benefit or provision will be recorded accordingly.
Previous report
Upon the Company’s 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.
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Reworded paragraphs (36)
Previous wording
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report and our audited consolidated financial statements and related notes as disclosed in our final prospectus filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, in connection with our IPO (the "Prospectus"). The following discussion contains forward-looking statements that are based on current plans, expectations and beliefs that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including, but not limited to, those identified below and those discussed in the section titled “Risk Factors” and other sections, including the “Special Note Regarding Forward-Looking Statements” of this Quarterly Report. Our historical results are not necessarily indicative of the results that may be expected for any period in the future.
Current wording
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report and our audited consolidated financial statements and related notes for the year ended December 31, 2025 included in our Annual Report on Form 10-K for the year ended December 31, 2025. The following discussion contains forward-looking statements that are based on current plans, expectations and beliefs that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including, but not limited to, those identified below and those discussed in the section titled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 and including the “Special Note Regarding Forward-Looking Statements” of this Quarterly Report, and in the other filings we make with the SEC from time to time. Our historical results are not necessarily indicative of the results that may be expected for any period in the future.
Previous wording
Comparison of the Three and Nine Months Ended September 30, 2025 and 2024
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Comparison of the Three Months Ended March 31, 2026 and 2025
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The overall increase in our revenue in the amount of $58.8 million for the nine months ended September 30, 2025 as compared to the same period in 2024 is attributable to growth in GMS, which was primarily due to an increase in transaction volume on our platform. This is partially offset by a decrease of $13.0 million in sales of tickets for which we assumed inventory risk.
Current wording
The overall increase in our revenue in the amount of $48.4 million for the three months ended March 31, 2026 as compared to the same period in 2025 is primarily attributable to an increase of $27.0 million due to a higher average transaction fee rate we charge to buyers and sellers on each transaction, and growth in GMS, which was primarily due to an increase in GMS per transaction on our platform.
Previous wording
The overall increase in our cost of revenue (exclusive of depreciation and amortization) in the amount of $21.0 million for the three months ended September 30, 2025 as compared to the same period in 2024 is primarily attributable to an increase of $23.4 million related to stock-based compensation expense recognized as a result of our IPO and an increase of $15.6 million in payment processing costs related to the increase in the volume of transactions we facilitated during the three months ended September 30, 2025. This is partially offset by a reduction of $12.5 million in ticket substitution and replacement costs and a decrease of $5.3 million in inventory costs.
Current wording
The overall increase in our cost of revenue (exclusive of depreciation and amortization) in the amount of $3.4 million for the three months ended March 31, 2026 as compared to the same period in 2025 was primarily attributable to an increase of $11.4 million in payment processing costs related to the volume of transactions we facilitated during the three months ended March 31, 2026. This is partially offset by a reduction of $5.0 million in ticket substitution and replacement costs and a decrease of $4.3 million in inventory costs.
Previous wording
The overall increase in operations and support expenses in the amount of $6.9 million for the three months ended September 30, 2025 as compared to the same period in 2024 is primarily attributable to an increase of $5.9 million related to stock-based compensation expense recognized as a result of our IPO.
Current wording
The overall increase in operations and support expenses in the amount of $2.8 million for the three months ended March 31, 2026 as compared to the same period in 2025 was primarily attributable to an increase of $2.8 million in outsourced customer support.
Previous wording
The overall increase in sales and marketing expenses in the amount of $60.2 million for the three months ended September 30, 2025 as compared to the same period in 2024 is primarily attributable to an increase of $30.3 million in advertising expenses driven by an increase in transaction volume and increased customer acquisition costs to drive relative market share gains and an increase of $26.5 million related to stock-based compensation expense recognized as a result of our IPO.
Current wording
The overall increase in sales and marketing expenses in the amount of $7.0 million for the three months ended March 31, 2026 as compared to the same period in 2025 was primarily attributable to an increase of $2.4 million related to stock-based compensation expense, an increase of $2.2 million in sponsorship fees paid to certain content rights holders, and an increase of $1.5 million in advertising expenses driven by an increase in transaction volume.
Previous wording
The overall increase in general and administrative expense in the amount of $1,326.4 million for the three months ended September 30, 2025 as compared to the same period in 2024 is primarily attributable to an increase of $1,348.1 million related to stock-based compensation expense recognized as a result of our IPO. This is partially offset by a decrease of $15.6 million related to litigation reserves for probable losses.
Current wording
The overall increase in general and administrative expense in the amount of $34.7 million for the three months ended March 31, 2026 as compared to the same period in 2025 was primarily attributable to an increase of $22.3 million related to stock-based compensation expense, an increase of $8.0 million in professional services fees and an increase of $3.4 million in personnel-related costs.
Previous wording
Depreciation and amortization expenses increased $0.2 million for the three months ended September 30, 2025 as compared to the same period in 2024 primarily due to increased depreciation and amortization for new assets placed into service.
Current wording
Depreciation and amortization expenses increased $1.5 million for the three months ended March 31, 2026 as compared to the same period in 2025, primarily due to increased depreciation and amortization for new assets placed into service.
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Interest income increased $1.9 million for the three months ended September 30, 2025 as compared to the same period in 2024 primarily due to higher cash and cash equivalent balances throughout the quarter, partially offset by lower interest rates.
Current wording
Interest income increased $2.2 million for the three months ended March 31, 2026 as compared to the same period in 2025, primarily due to higher cash and cash equivalent balances throughout the quarter, partially offset by lower interest rates.
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Interest expense decreased $12.2 million for the three months ended September 30, 2025 as compared to the same period in 2024 primarily due to a one-time reclassification of $18.4 million from accumulated other comprehensive income to interest expense as a reduction of interest expense due to the partial termination of an interest rate swap and a decrease of $7.3 million due to lower variable interest rates for our outstanding term loans. This is partially offset by an increase of $8.1 million in fair value change for redeemable preferred stocks and redeemable preferred stock bifurcated derivatives and an increase of $5.4 million on settlement from an interest rate swap.
Current wording
Interest expense decreased $25.2 million for the three months ended March 31, 2026 as compared to the same period in 2025 primarily due to a decrease of $22.3 million due to lower variable interest rates for our outstanding term loans and repayments of principal of our 2024 USD Term Loan.
Previous wording
Foreign currency losses increased $80.9 million for the nine months ended September 30, 2025 as compared to the same period in 2024, which is primarily attributable to the remeasurement of our 2024 Euro Term Loan obligation, indirect tax contingencies and litigation reserves due to changes in the U.S. dollar to euro exchange rate.
Current wording
Foreign currency gains increased $44.6 million for the three months ended March 31, 2026 as compared to the same period in 2025, which is primarily attributable to the remeasurement of our 2024 Euro Term Loan obligation, litigation reserves and indirect tax contingencies primarily driven by changes in exchange rates.
Previous wording
Gains on derivatives increased $9.3 million for the three months ended September 30, 2025 as compared to the same period in 2024, primarily as a result of an increase in the fair value of an interest rate swap derivative, which is not designated as a cash flow hedge, due to changes in interest rates during the period.
Current wording
Gains on derivatives increased $4.9 million for the three months ended March 31, 2026 as compared to the same period in 2025, primarily as a result of an increase in the settlements received related to interest rate swap derivatives, which were not designated as a cash flow hedge.
Previous wording
Gross Merchandise Sales ("GMS") 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.
Current wording
GMS 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.
Previous wording
During the three months ended September 30, 2025, our GMS grew 11% year-over-year due to ongoing market share growth in the North American secondary market, and continued growth in international markets and direct issuance. Excluding the impact of Taylor Swift's "Eras" tour in the prior year period, our year-over-year GMS growth was 24%. We believe our GMS growth was also impacted by the implementation of the federally mandated all-in pricing regulation, which we estimate had a one-time 10% impact on the growth of the North American secondary ticketing market when it came into effect in May.
Current wording
During the three months ended March 31, 2026, our GMS grew 7% year-over-year due to ongoing market growth in international and North American secondary markets.
Previous wording
We calculate Adjusted EBITDA as net (loss) income excluding results from non-operating sources including interest income and expense, benefit (provision) for income taxes, other (expense) income, net, foreign currency losses, gains (losses) on derivatives, depreciation and amortization, acquisition-related costs, stock-based compensation expense, employee relocation costs, debt refinancing costs and loss on extinguishment of debt, indirect tax contingency costs, litigation reserves and other costs and expenses.
Current wording
We calculate Adjusted EBITDA as net income (loss) excluding results from non-operating sources including interest income and expense, provision (benefit) for income taxes, foreign currency losses (gains), gains on derivatives, depreciation and amortization, acquisition-related costs, stock-based compensation expense, indirect tax contingency costs, litigation reserves and other costs and expenses.
Previous wording
Because of these limitations, you should consider Adjusted EBITDA alongside other financial performance measures, including various cash flow metrics, net (loss) income and our other GAAP results.
Current wording
Because of these limitations, you should consider Adjusted EBITDA alongside other financial performance measures, including various cash flow metrics, net income (loss) and our other GAAP results.
Previous wording
The following table presents a reconciliation of net loss, the most directly comparable financial measure presented in accordance with GAAP, to Adjusted EBITDA.
Current wording
The following table presents a reconciliation of net income (loss), the most directly comparable financial measure presented in accordance with GAAP, to Adjusted EBITDA.
Previous wording
During the three months ended September 30, 2025 and 2024, we incurred zero and $0.1 million of transaction and integration costs, and during the nine months ended September 30, 2025 and 2024, we incurred $0.3 million and $1.2 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 (the "U.K. CMA") 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.
Current wording
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.
Previous wording
During the three months ended September 30, 2025 and 2024, we incurred $12.8 million and $11.4 million of expenses, respectively, associated with potential indirect tax contingencies for withholding obligations and $0.2 million and $0.4 million of professional service costs, respectively. During the nine months ended September 30, 2025 and 2024, we incurred $33.7 million and $31.0 million of expenses, respectively, associated with potential indirect tax contingencies for withholding obligations and $1.3 million and $7.0 million of professional service costs, respectively.
Current wording
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.
Previous wording
During the three months ended September 30, 2025 and 2024 we incurred $7.0 million and $22.4 million, respectively, and during the nine months ended September 30, 2025 and 2024, we incurred $7.0 million and $38.8 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 12, “Commitments and Contingencies” to our interim condensed 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.
Current wording
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.
Previous wording
Represents (a) a one-time expense to terminate an intellectual property rights licensing agreement of $7.7 million for the nine months ended September 30, 2025, (b) personnel-related costs related to our customer service office closure of zero and $1.7 million for the three months ended September 30, 2025 and 2024, respectively, and $0.2 million and $1.7 million for the nine months ended September 30, 2025 and 2024, respectively, (c) a one-time expense related to our IPO of $4.0 million for the three and nine months ended September 30, 2025, respectively, and (d) entity restructuring costs associated with the transfer of certain intangible assets and restructuring of our wholly owned subsidiaries of $0.1 million for the three months ended September 30, 2024 and $1.2 million for the nine months ended September 30, 2024. We do not consider these expenses to be representative of the ongoing financial performance of our core business.
Current wording
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.
Previous wording
(1) Includes $39.6 million, $40.1 million, $115.0 million and $108.6 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 September 30, 2025 and 2024 and for the nine months ended September 30, 2025 and 2024, respectively.
Current wording
(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.
Previous wording
(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. For example, in 2024 an atypical concentration of seller payments resulted in negative free cash flow for the fourth quarter. As a result, we track our trailing 12 months ("TTM") free cash flow to account for the timing difference in when we receive cash, which is at the time of transaction, and when we remit cash to sellers, which is at a later date. TTM free cash flow provides a longer-term view of our business that is less impacted by the seasonality of GMS and seller payments. See below for a reconciliation of free cash flow to net cash provided by (used in) operating activities, the most comparable U.S. GAAP financial measure, for each of the periods presented.
Current wording
(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.
Previous wording
As of September 30, 2025, we had cash and cash equivalents of $1,392.5 million. Cash and cash equivalents consist of short-term, highly liquid investments with original maturities of three months or less when purchased, and are primarily comprised of bank deposits and cash held at online payment companies, which excludes $16.6 million of restricted cash.
Current wording
As of March 31, 2026, we had cash and cash equivalents of $1,526.2 million. Cash and cash equivalents consist of short-term, highly liquid investments with original maturities of three months or less when purchased, and are primarily comprised of cash in banks, money market funds and cash held at online payment companies, which excludes $17.3 million of restricted cash.
Previous wording
We expect our existing cash and cash equivalents will be sufficient to fund anticipated cash requirements for at least the next 12 months. We amended our Credit Facilities (as defined below) in March 2024 to extend their maturities. Our Credit Facilities mature in 2030. We expect we will be required to refinance our Credit Facilities at some point in the future. There is no assurance we would be able to obtain such funding or refinancing on acceptable terms and conditions, or at all. If we are unable to raise additional capital when desired, our business, results of operations and financial condition will be adversely affected.
Current wording
We expect our existing cash and cash equivalents will be sufficient to fund anticipated cash requirements for at least the next 12 months. We amended our Credit Facilities in March 2024 to extend their maturities. Our Credit Facilities mature in 2030. We expect we will be required to refinance our Credit Facilities at some point in the future. There is no assurance we would be able to obtain such funding or refinancing on acceptable terms and conditions, or at all. If we are unable to raise additional capital when desired, our business, results of operations and financial condition will be adversely affected.
Previous wording
On March 15, 2024, we entered into the fourth amendment to the Credit Agreement to refinance the USD Term Loan B, USD Term Loan B2, Euro Term Loan B and Revolving Credit Facility (the “Refinancing”). As a result of the Refinancing, the refinanced Euro Term Loan B (the “2024 Euro Term Loan”) has a maturity date of March 2030, aggregate principal balance €452.4 million and an interest rate equal to EURIBOR, subject to a floor of 0.00%, plus 5.00%. As of September 30, 2025, the interest rate for the 2024 Euro Term Loan was 6.91%. In addition, as a result of the Refinancing, the outstanding principal balance of each of the USD Term Loan B and USD Term Loan B2 were consolidated into one loan (the “2024 USD Term Loan” and together with the 2024 Euro Term Loan and the Revolving Credit Facility, the “Credit Facilities”). The 2024 USD Term Loan has a maturity date of March 2030, aggregate principal balance of $1,952.6 million and an interest rate equal to SOFR, subject to a floor of 0.00%, plus 4.75%. As of September 30, 2025, the interest rate for the 2024 USD Term Loan was 8.91%. After six months following the effective date of the Refinancing, we have an option to prepay part or all of both the 2024 USD Term Loan and the 2024 Euro Term Loan prior to maturity without penalty. On June 24, 2024, we repaid $24.0 million of the outstanding principal of the 2024 USD Term Loan. On September 29, 2025, we made an early principal payment related to the 2024 USD Term Loan of $750.0 million in connection with, and using proceeds from the IPO. Due to the paydown, we are no longer required to repay 0.25% of the aggregate $1,154.2 million of principal amount remaining on a quarterly basis beginning on September 30, 2025.
Current wording
On March 15, 2024, we entered into the fourth amendment to the Credit Agreement to refinance the USD Term Loan B, USD Term Loan B2, Euro Term Loan B and Revolving Credit Facility (the “Refinancing”). As a result of the Refinancing, the refinanced Euro Term Loan B (the “2024 Euro Term Loan”) has a maturity date of March 2030, aggregate principal balance €452.4 million and an interest rate equal to EURIBOR, subject to a floor of 0.00%, plus 5.00%. As of March 31, 2026, the interest rate for the 2024 Euro Term Loan was 6.89%. In addition, as a result of the Refinancing, the outstanding principal balance of each of the USD Term Loan B and USD Term Loan B2 were consolidated into one loan (the “2024 USD Term Loan” and together with the 2024 Euro Term Loan and the Revolving Credit Facility, the “Credit Facilities”). The 2024 USD Term Loan has a maturity date of March 2030, initial aggregate principal balance of $1,952.6 million and an interest rate equal to SOFR, subject to a floor of 0.00%, plus 4.75%. As of March 31, 2026, the interest rate for the 2024 USD Term Loan was 8.42%. After six months following the effective date of the Refinancing, we have an option to prepay part or all of both the 2024 USD Term Loan and the 2024 Euro Term Loan prior to maturity without penalty. On June 24, 2024, we repaid $24.0 million of the outstanding principal of the 2024 USD Term Loan. On September 29, 2025, we made an early principal payment related to the 2024 USD Term Loan of $750.0 million in connection with, and using proceeds from, the IPO. Additionally, on December 16, 2025, the Company made an early principal payment on the 2024 USD Term Loan of $150.0 million. The paydown on September 29, 2025 was applied first to eliminate all remaining principal amortization payments that were scheduled to be paid on the principal balance of the 2024 USD Term Loan, beginning on September 30, 2025. The principal balance of the 2024 USD Term Loan was $1,004.2 million as of March 31, 2026.
Previous wording
The Revolving Credit Facility initially allowed for an initial aggregate principal amount of $125.0 million, including: (i) a $30.0 million letter of credit sublimit and (ii) a $30.0 million swingline loans sublimit. On March 13, 2023, as part of the SOFR Amendment, the interest rate per annum for the Revolving Credit Facility was amended to equal to SOFR, subject to a floor of 0.00%, plus 3.61448%. On March 15, 2024, as part of the Refinancing, we extended the maturity date of the Revolving Credit Facility from February 2025 to March 2028. On June 27, 2024, we entered into the fifth amendment (as amended) to the Credit Agreement to increase the commitment under the Revolving Credit Facility, subject to certain conditions, including the occurrence of an initial public offering. On September 29, 2025, the Company met the conditions, including the occurrence of a Qualified IPO, under Amendment No. 5 related to the Revolving Credit Facility that increased the aggregate principal amount to $565.0 million, including: (i) a $120.0 million letter of credit sublimit, and (ii) a $60.0 million swingline loan sublimit until its maturity date. The maturity date was also extended from March 2028 to September 2030. As of September 30, 2025, there were outstanding standby letters of credit in an aggregate amount of $43.1 million under the Revolving Credit Facility that we issued in connection with our appeal bond for a litigation matter and office leases. During and as of the nine months ended September 30, 2025, no amounts have been drawn on the letters of credit. The available balance under the letter of credit sublimit for Revolving Credit Facility was $76.9 million as of September 30, 2025.
Current wording
The Revolving Credit Facility initially allowed for an initial aggregate principal amount of $125.0 million, including: (i) a $30.0 million letter of credit sublimit and (ii) a $30.0 million swingline loans sublimit. On March 13, 2023, as part of the SOFR Amendment, the interest rate per annum for the Revolving Credit Facility was amended to equal to SOFR, subject to a floor of 0.00%, plus 3.61448%. On March 15, 2024, as part of the Refinancing, we extended the maturity date of the Revolving Credit Facility from February 2025 to March 2028. On June 27, 2024, we entered into the fifth amendment (as amended) to the Credit Agreement to increase the commitment under the Revolving Credit Facility, subject to certain conditions, including the occurrence of an initial public offering. On September 29, 2025, the Company met the conditions, including the occurrence of a Qualified IPO, under Amendment No. 5 related to the Revolving Credit Facility that increased the aggregate principal amount to $565.0 million, including: (i) a $120.0 million letter of credit sublimit and (ii) a $60.0 million swingline loan sublimit. The maturity date for the Revolving Credit Facility was also extended from March 2028 to September 2030. As of March 31, 2026, there were outstanding standby letters of credit in an aggregate amount of $43.0 million under the Revolving Credit Facility that we issued in connection with our appeal bond for a litigation matter and office leases. During and as of the three months ended March 31, 2026, no amounts have been drawn on the letters of credit. The available balance under the letter of credit sublimit for Revolving Credit Facility was $77.0 million as of March 31, 2026.
Previous wording
As of September 30, 2025, we had $1,685.6 million outstanding under our term loan Credit Facilities. As of September 30, 2025, there were no outstanding amounts drawn on the Revolving Credit Facility.
Current wording
As of March 31, 2026, we had $1,523.0 million outstanding under our term loan Credit Facilities. As of March 31, 2026, there were no outstanding amounts drawn on the Revolving Credit Facility.
Previous wording
Our Credit Facilities are subject to variable interest rates. Recent high levels of inflation in the U.S. and interest increases by the Federal Reserve and other central banks to combat inflation have resulted in a high interest rate environment, which has caused the interest rates of our Credit Facilities to increase. Although we believe our interest rate risk management strategy will continue to mitigate any potential material impacts on our liquidity and capital resources, future interest rate increases could materially impact our business, financial condition and results of operations. For more information, see “Risk Factors—Risks Relating to Our Financial Condition and Indebtedness—Our variable rate indebtedness subjects us to interest rate risk, which could cause our indebtedness service obligations to increase significantly.”
Current wording
Our Credit Facilities are subject to variable interest rates. Although we believe our interest rate risk management strategy will continue to mitigate any potential material impacts on our liquidity and capital resources, future interest rate increases could materially impact our business, financial condition and results of operations. For more information, see “Risk Factors—Risks Relating to Our Financial Condition and Indebtedness—Our variable rate indebtedness subjects us to interest rate risk, which could cause our indebtedness service obligations to increase significantly” in our Annual Report on Form 10-K for the year ended December 31, 2025.
Previous wording
For the nine months ended September 30, 2025, net cash provided by operating activities was $181.4 million, primarily resulting from a net loss of $1,370.6 million, after consideration of non-cash charges of $1,412.5 million. Net cash inflows from the change in net operating assets and liabilities of $139.6 million were primarily due to a $131.2 million increase in payments due to buyers and sellers driven by improvements in GMS. The non-cash items included in our net loss for the nine months ended September 30, 2025 relate primarily to stock-based compensation charges of $1,412.8 million.
Current wording
For the three months ended March 31, 2026, net cash provided by operating activities was $298.4 million, primarily resulting from net income of $48.0 million, after consideration of non-cash charges of $2.5 million. Net cash inflows from the change in net operating assets and liabilities of $247.9 million were primarily due to a $273.6 million increase in payments due to buyers and sellers driven by improvements in GMS and increase in the time period between ticket sales and event dates. The non-cash items included in our net income for the three months ended March 31, 2026 relate primarily to stock-based compensation charges of $31.0 million, partially offset by unrealized foreign exchange gains of $21.7 million and fair value change for Series M of $8.0 million.
Previous wording
For the nine months ended September 30, 2024, net cash provided by operating activities was $410.9 million, which consisted of a net loss of $57.0 million, after consideration of non-cash charges of $79.9 million. Net cash inflows from the change in net operating assets and liabilities of $388.0 million were primarily due to a $281.6 million increase in payments due to buyers and sellers driven by improvements in GMS and an increase in accrued expenses and other current liabilities of $127.9 million. The non-cash charges included in our net loss for the nine months ended September 30, 2024 relate primarily to amortization of intangible assets of $16.5 million, deferred income taxes of $15.9 million, losses on derivates of $11.2 million, unrealized foreign exchange losses of $9.3 million, loss on extinguishment of debt of $8.2 million and amortization of debt issuance costs of $7.2 million.
Current wording
For the three months ended March 31, 2025, net cash provided by operating activities was $158.3 million, which consisted of a net loss of $22.2 million, after consideration of non-cash charges of $37.2 million. Net cash inflows from the change in net operating assets and liabilities of $143.3 million were primarily due to a $191.6 million increase in payments due to buyers and sellers driven by improvements in GMS, a $23.8 million increase in other non-current liabilities, and a $21.8 million increase in accrued expenses partially offset by a $74.0 million decrease in accounts payable, a $9.3 million decrease in prepaid expenses and other current assets and a $6.5 million decrease in other non-current assets. The non-cash items included in our net loss for the three months ended March 31, 2025 relate primarily to unrealized foreign exchange losses of $27.7 million, amortization of intangibles of $5.7 million and stock-based compensation expense of $5.5 million, which was partially offset by $10.0 million of increase in deferred income tax assets.
Previous wording
Net cash used in investing activities during the nine months ended September 30, 2025 was $25.2 million, which was primarily related to capitalized software development costs.
Current wording
Net cash used in investing activities during the three months ended March 31, 2026 was $7.8 million, which was primarily related to capitalized software development costs.
Previous wording
Net cash used in investing activities during the nine months ended September 30, 2024 was $5.2 million, which was primarily related to capitalized software development costs as well as purchases of property and intangible assets.
Current wording
Net cash used in investing activities during the three months ended March 31, 2025 was $7.2 million, which was primarily related to capitalized software development costs.
Previous wording
Net cash used in financing activities during the nine months ended September 30, 2024 was $38.5 million, which was primarily comprised of repayment of long-term debt obligations of $501.7 million which were partially offset by proceeds from issuance of long-term debt obligations of $443.5 million in connection with the Refinancing, as well as $24.0 million proceeds from the issuance of Series M redeemable preferred stock.
Current wording
Net cash used in financing activities during the three months ended March 31, 2025 was $5.8 million, which was primarily comprised of repayment of long-term debt obligations of $4.9 million and repurchase of Class A common stock of $1.0 million.
Previous wording
There were no material changes in commitments under contractual obligations, compared to the contractual obligations disclosed in the Prospectus.
Current wording
There were no material changes in commitments under contractual obligations, compared to the contractual obligations disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.
Previous wording
There have been no material changes to our critical accounting policies and estimates as described in our Prospectus as well as Note 2, “Basis of Presentation and Summary of Significant Accounting Policies” in the notes to the condensed consolidated financial statements included in Part I, Item 1, of this Quarterly Report.
Current wording
There have been no material changes to our critical accounting estimates as described in our Annual Report on Form 10-K for the year ended December 31, 2025, as well as Note 2, “Basis of Presentation and Summary of Significant Accounting Policies” in the notes to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report.
Rearranged previous paragraphs (5)
Previous report — wording carried elsewhere
Interest income consists of interest earned on bank deposits and cash held at online payment companies, which are primarily comprised of short-term, highly liquid investments with original maturities of three months or less when purchased.
Previous report — wording carried elsewhere
Cost of Revenue (Exclusive of Depreciation and Amortization)
Previous report — wording carried elsewhere
Depreciation and amortization expenses increased $1.0 million for the nine months ended September 30, 2025 as compared to the same period in 2024 primarily due to increased depreciation and amortization for new assets placed into service.
Previous report — wording carried elsewhere
Interest income increased $0.3 million for the nine months ended September 30, 2025 as compared to the same period in 2024 primarily due to higher cash and cash equivalent balances throughout the year, partially offset by lower interest rates.
Previous report — wording carried elsewhere
(1) Includes interest payments on our outstanding debt, net of cash received on the settlement of interest rate swap derivatives.