StubHub Holdings, Inc.
For the period ended Jun 30, 2026. Filed Aug 13, 2026.
View on SEC.govAbout this filing
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.
Jun 30, 2026 · Filed Aug 13, 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 2026-03-31; filed 2026-05-14.
0001628280-26-034716
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-13.
0001628280-26-056402
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 107 previous paragraphs and 121 current paragraphs.
61 unchanged; 35 reworded; 16 added; 10 removed; 1 previous and 9 current paragraphs rearranged.
Tables are not compared: 17 previous and 18 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 (16)
Current report
Highlights for Second Quarter 2026
Current report
•Revenue was $573.1 million for the three months ended June 30, 2026, as compared to $430.3 million in the three months ended June 30, 2025
Current report
•Gross margin was 82% for the three months ended June 30, 2026, as compared to 83% in the three months ended June 30, 2025
Current report
•Net income (loss) was $14.6 million for the three months ended June 30, 2026, as compared to $(53.8) million in the three months ended June 30, 2025
Current report
•Adjusted EBITDA was $105.7 million for the three months ended June 30, 2026, as compared to $54.3 million in the three months ended June 30, 2025
Current report
•Net cash provided by operating activities was $321.9 million for the three months ended June 30, 2026, as compared to $19.3 million in the three months ended June 30, 2025
Current report
•Free cash flow was $309.7 million for the three months ended June 30, 2026, as compared to $9.7 million in the three months ended June 30, 2025
Current report
•Further strengthened balance sheet with $100.0 million debt reduction in May, with a further $100.0 million payment in July
Current report
The overall increase in sales and marketing expenses in the amount of $45.9 million for the six months ended June 30, 2026 as compared to the same period in 2025 was primarily attributable to an increase of $30.9 million in advertising expenses driven by the growth in GMS and an increase of $7.4 million related to stock-based compensation expense.
Current report
The overall increase in general and administrative expenses in the amount of $106.6 million for the six months ended June 30, 2026 as compared to the same period in 2025 was primarily attributable to an increase of $81.5 million related to stock-based compensation expense, and an increase of $19.2 million in professional services fees.
Current report
Foreign currency gains (losses) changed by $109.6 million for the six months ended June 30, 2026 as compared to the same period in 2025, which was primarily attributable to changes in exchange rates affecting our 2024 Euro Term Loan obligation, foreign cash balances, litigation reserves and indirect tax contingencies.
Current report
Loss on Extinguishment of Debt
Current report
Loss on extinguishment of debt was $1.9 million for the three and six months ended June 30, 2026, primarily due to debt paydown in the second quarter of 2026. This resulted in the partial write-off of the remaining original issuance discount and unamortized debt issuance costs.
Current report
Gains (Losses) on Derivatives
Current report
During the six months ended June 30, 2026, our GMS grew 21% year-over-year due to ongoing market growth in North American and international secondary markets, led by the World Cup.
Current report
Net cash provided by financing activities during the six months ended June 30, 2025 was $67.9 million, which was primarily comprised of proceeds from the issuance of Series N redeemable preferred stock of $50.0 million and proceeds from the issuance of Series O redeemable preferred stock of $30.5 million, partially offset by the repayment of long-term debt obligations of $9.8 million.
Removed paragraphs (10)
Previous report
Highlights for First Quarter 2026
Previous 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
Previous 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
Previous 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
Previous 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
Previous report
•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
Previous 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
Previous report
Not meaningful
Previous report
Gains on Derivatives
Previous report
Not meaningful
Reworded paragraphs (35)
Previous wording
•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 wording
•Gross Merchandise Sales (“GMS”) was $3.1 billion for the three months ended June 30, 2026, as compared to $2.3 billion in the three months ended June 30, 2025
Previous wording
•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 wording
•Total costs and expenses were $553.6 million for the three months ended June 30, 2026, as compared to $405.2 million in the three months ended June 30, 2025
Previous wording
•Cash and cash equivalents were $1.5 billion as of March 31, 2026
Current wording
•Cash and cash equivalents were $1.7 billion as of June 30, 2026
Previous wording
Comparison of the Three Months Ended March 31, 2026 and 2025
Current wording
Comparison of the Three and Six Months Ended June 30, 2026 and 2025
Previous 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.
Current wording
The overall increase in our revenue in the amount of $191.2 million for the six months ended June 30, 2026 as compared to the same period in 2025 was primarily attributable to growth in GMS, which was primarily due to an increase in GMS per transaction on our platform, and an increase of $31.0 million due to a higher average transaction fee rate we charge to buyers and sellers.
Previous 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.
Current wording
The overall increase in our cost of revenue (exclusive of depreciation and amortization) in the amount of $32.8 million for the six months ended June 30, 2026 as compared to the same period in 2025 was primarily attributable to an increase of $39.7 million in payment processing costs related to the volume of transactions we facilitated during the six months ended June 30, 2026. This was partially offset by a decrease of $8.0 million in inventory costs.
Previous 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.
Current wording
The overall increase in operations and support expenses in the amount of $4.8 million for the three months ended June 30, 2026 as compared to the same period in 2025 was primarily attributable to an increase of $5.2 million in outsourced customer support.
Previous 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.
Current wording
The overall increase in sales and marketing expenses in the amount of $38.9 million for the three months ended June 30, 2026 as compared to the same period in 2025 was primarily attributable to an increase of $29.3 million in advertising expenses driven by the growth in GMS and an increase of $5.0 million related to stock-based compensation expense.
Previous 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.
Current wording
The overall increase in general and administrative expenses in the amount of $71.8 million for the three months ended June 30, 2026 as compared to the same period in 2025 was primarily attributable to an increase of $59.2 million related to stock-based compensation expense, and an increase of $11.2 million in professional services fees.
Previous 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.
Current wording
Depreciation and amortization expenses increased $3.4 million for the three months ended June 30, 2026 as compared to the same period in 2025, primarily due to increased depreciation and amortization for new assets placed into service.
Previous 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.
Current wording
Interest income increased $1.9 million for the three months ended June 30, 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.
Previous 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.
Current wording
Interest expense decreased $21.7 million for the three months ended June 30, 2026 as compared to the same period in 2025 primarily due to repayments of principal of our 2024 USD Term Loan.
Previous 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.
Current wording
Foreign currency gains (losses) changed by $65.0 million for the three months ended June 30, 2026 as compared to the same period in 2025, which was primarily attributable to changes in exchange rates affecting our 2024 Euro Term Loan obligation, foreign cash balances, indirect tax contingencies and litigation reserves.
Previous 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.
Current wording
Gains (losses) on derivatives changed by $2.3 million for the three months ended June 30, 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. This was partially offset by a decrease in the fair value of an interest rate swap derivative.
Previous wording
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 wording
Benefit for income taxes decreased $15.2 million for the three months ended June 30, 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 June 30, 2025 was primarily attributable to the pre-tax loss.
Previous wording
Other marketplaces may not present GMS or may calculate this measure differently, which would reduce its usefulness as comparative measure. GMS is an operating metric and does not represent revenue earned by us calculated in accordance with GAAP.
Current wording
Other marketplaces may not present GMS or may calculate this measure differently, which would reduce its usefulness as a comparative measure. GMS is an operating metric and does not represent revenue earned by us calculated in accordance with GAAP.
Previous 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.
Current wording
During the three months ended June 30, 2026, our GMS grew 34% year-over-year due to ongoing market growth in North American and international secondary markets, led by the World Cup.
Previous 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.
Current wording
We calculate Adjusted EBITDA as net income (loss) excluding results from non-operating sources including interest income and expense, benefit for income taxes, other expense, net, foreign currency (gains) losses, (gains) losses on derivatives, depreciation and amortization, loss on extinguishment of debt, acquisition-related costs, stock-based compensation expense, indirect tax contingency costs, litigation reserves and other costs and expenses.
Previous 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.
Current wording
During the three months ended June 30, 2026 and 2025, we incurred zero and $0.1 million of transaction and integration costs, respectively. During the six months ended June 30, 2026 and 2025, we incurred zero and $0.3 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 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 wording
During the three months ended June 30, 2026 and 2025, we recognized $69.0 million and $2.0 million of stock-based compensation expense, net of $27.7 million and zero capitalized for internally developed software, associated with RSUs, stock options and restricted stock, respectively. During the six months ended June 30, 2026 and 2025, we recognized $100.0 million and $7.5 million of stock-based compensation expense, net of $34.4 million and $0.2 million capitalized for internally developed software, associated with RSUs, stock options and restricted stock, respectively.
Previous 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.
Current wording
During the three months ended June 30, 2026 and 2025, we incurred $3.6 million and $12.5 million of expenses, respectively, associated with potential indirect tax contingencies for withholding obligations and $0.2 million and $0.5 million of professional service costs, respectively. During the six months ended June 30, 2026 and 2025, we incurred $6.0 million and $20.9 million of expenses, respectively, associated with potential indirect tax contingencies for withholding obligations and $0.5 million and $1.1 million of professional service costs, respectively.
Previous 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.
Current wording
During the three months ended June 30, 2026 and 2025, we incurred $3.4 million and zero, respectively, and during the six months ended June 30, 2026 and 2025, we incurred $7.9 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 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.
Current wording
Represents (a) a one-time expense related to our initial public offering of $0.1 million and $0.4 million for the three and six months ended June 30, 2026, respectively, (b) a one-time expense to terminate an intellectual property rights licensing agreement of $7.7 million for the three and six months ended June 30, 2025 and (c) personnel-related costs related to our customer service office closure of $0.2 million for the six months ended June 30, 2025. We do not consider these expenses to be representative of the ongoing financial performance of our core business.
Previous wording
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 wording
During the three months ended June 30, 2026, the increase in Adjusted EBITDA, compared to the prior year, was driven by growth in GMS and increased marketing cost efficiency, partially offset by higher payment processing costs and general and administrative expense.
Previous 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.
Current wording
Includes $21.7 million and $38.0 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 June 30, 2026 and 2025, respectively.
Previous 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.
Current wording
As of June 30, 2026, we had cash and cash equivalents of $1,693.1 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 $25.5 million of restricted cash.
Previous wording
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 wording
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. 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. On December 16, 2025, we made an early principal payment on the 2024 USD Term Loan of $150.0 million. Additionally, on May 5, 2026, we made an early principal payment on the 2024 USD Term Loan of $100.0 million, and on July 10, 2026, we made a further early principal payment on the 2024 USD Term Loan of $100.0 million.
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 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.
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 June 30, 2026, the interest rate for the 2024 Euro Term Loan was 7.18%. 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 June 30, 2026, the interest rate for the 2024 USD Term Loan was 8.39%. 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. 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. On December 16, 2025, the Company made an early principal payment on the 2024 USD Term Loan of $150.0 million. Additionally, on May 5, 2026, we made an early principal payment on the 2024 USD Term Loan of $100.0 million, and on July 10, 2026, we made a further early principal payment on the 2024 USD Term Loan of $100.0 million. The principal balance of the 2024 USD Term Loan was $904.2 million as of June 30, 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. 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.
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 loan 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 June 30, 2026, there were outstanding standby letters of credit in an aggregate amount of $42.9 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 six months ended June 30, 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 $77.1 million as of June 30, 2026.
Previous 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.
Current wording
As of June 30, 2026, we had $1,419.8 million outstanding under our term loan Credit Facilities. As of June 30, 2026, there were no outstanding amounts drawn on the Revolving Credit Facility.
Previous 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.
Current wording
For the six months ended June 30, 2026, net cash provided by operating activities was $620.3 million, primarily resulting from net income of $62.7 million, after consideration of non-cash charges of $77.4 million. Net cash inflows from the change in net operating assets and liabilities of $480.2 million were primarily due to a $472.5 million increase in payments due to buyers and sellers driven by growth in GMS. The non-cash items included in our net income for the six months ended June 30, 2026 relate primarily to stock-based compensation charges of $100.0 million.
Previous 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.
Current wording
For the six months ended June 30, 2025, net cash provided by operating activities was $177.6 million, which consisted of a net loss of $76.0 million, after consideration of non-cash charges of $95.6 million. Net cash inflows from the change in net operating assets and liabilities of $158.0 million were primarily due to a $160.7 million increase in payments due to buyers and sellers driven by improvements in GMS, a $42.7 million increase in other non-current liabilities, which were partially offset by a $15.9 million decrease in accounts payable. The non-cash items included in our net loss for the six months ended June 30, 2025 relate primarily to unrealized foreign exchange losses of $86.9 million and amortization of intangibles of $11.5 million, which was partially offset by $30.7 million of increase in deferred income tax assets.
Previous 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.
Current wording
Net cash used in investing activities during the six months ended June 30, 2026 was $20.0 million, which was primarily related to capitalized software development costs.
Previous 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.
Current wording
Net cash used in investing activities during the six months ended June 30, 2025 was $16.8 million, which was primarily related to capitalized software development costs.
Previous wording
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 wording
Net cash used in financing activities during the six months ended June 30, 2026 was $138.5 million, which was primarily comprised of repayment of long-term debt obligations of $100.0 million and payment of tax withholding obligations on vested equity awards of $36.3 million.
Rearranged current paragraphs (9)
Current report — wording carried from elsewhere
The overall increase in our revenue in the amount of $142.8 million for the three months ended June 30, 2026 as compared to the same period in 2025 was primarily attributable to growth in GMS, which was primarily due to an increase in GMS per transaction on our platform.
Current report — wording carried from elsewhere
The overall increase in our cost of revenue (exclusive of depreciation and amortization) in the amount of $29.5 million for the three months ended June 30, 2026 as compared to the same period in 2025 was primarily attributable to an increase of $28.3 million in payment processing costs related to the volume of transactions we facilitated during the three months ended June 30, 2026.
Current report — wording carried from elsewhere
The overall increase in operations and support expenses in the amount of $7.6 million for the six months ended June 30, 2026 as compared to the same period in 2025 was primarily attributable to an increase of $8.0 million in outsourced customer support.
Current report — wording carried from elsewhere
Depreciation and amortization expenses increased $5.0 million for the six months ended June 30, 2026 as compared to the same period in 2025, primarily due to increased depreciation and amortization for new assets placed into service.
Current report — wording carried from elsewhere
Interest income increased $4.1 million for the six months ended June 30, 2026 as compared to the same period in 2025, primarily due to higher cash and cash equivalent balances throughout the period, partially offset by lower interest rates.
Current report — wording carried from elsewhere
Interest expense decreased $46.8 million for the six months ended June 30, 2026 as compared to the same period in 2025 primarily due to repayments of principal of our 2024 USD Term Loan.
Current report — wording carried from elsewhere
Gains (losses) on derivatives changed by $7.1 million for the six months ended June 30, 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. This was partially offset by a decrease in the fair value of an interest rate swap derivative
Current report — wording carried from elsewhere
Benefit for income taxes decreased $20.9 million for the six months ended June 30, 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 six months ended June 30, 2025 was primarily attributable to the pre-tax loss.
Current report — wording carried from elsewhere
During the six months ended June 30, 2026, the increase in Adjusted EBITDA, compared to the prior year, was driven by growth in GMS and increased marketing cost efficiency, partially offset by higher payment processing costs and general and administrative expense.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
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.