StubHub Q3 operating cash outflow reaches $399M
StubHub Holdings, Inc. reported third-quarter 2026 gross merchandise sales (GMS) of $2.62 billion, up 7% year over year, and revenue of $502.0 million, also up 7%.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
8-K
Rhea-AI Filing Summary
StubHub Holdings, Inc. reported third-quarter 2026 gross merchandise sales (GMS) of $2.62 billion, up 7% year over year, and revenue of $502.0 million, also up 7%. Adjusted EBITDA was $124.1 million, up 84%, and net income was $33.6 million, versus a $1,294.6 million net loss a year earlier; that loss included $1,405.2 million of stock-based compensation expense.
StubHub raised its 2026 GMS outlook to $10.175 billion to $10.375 billion and reiterated adjusted EBITDA guidance of $400 million to $420 million. Third-quarter operating cash flow was negative $398.8 million, versus positive $3.8 million a year earlier. Cash and cash equivalents were $1.2 billion, with $0.8 billion due to sellers. StubHub repaid $100 million of debt in July and extended term-loan maturities by 3.5 years at lower borrowing rates in October; net leverage was 2.5x, versus 4.5x at December 31, 2025.
Michael Noonan will succeed Connie James as CFO effective January 4, 2027; James will consult through June 30, 2027. Noonan’s agreement provides for annual base salary of at least $550,000 and a guaranteed annual bonus of $550,000. He is eligible for an initial $3 million grant of RSUs, which vest monthly over 12 months subject to continued employment.
4 points · 1 major0 major · 1 point
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- Major point. Forward-looking: it has not happened yet and may not happen.StubHub raised its 2026 GMS outlook to $10.175 billion to $10.375 billion.
- Moderate pointRevenue rose 7% to $502.0 million year over year.
- Moderate pointAdjusted EBITDA increased 84% to $124.1 million year over year.
- Moderate pointNet leverage was 2.5x September 30, 2026, versus 4.5x December 31, 2025.
Negative
- Moderate pointThird-quarter operating cash flow was negative $398.8 million, versus positive $3.8 million.
Filing Explained
Noonan’s signing payment is capped at $448,000 and depends on an unpaid prior-employer bonus; the agreement also provides conditional severance.
The 8-K sets out signed agreements for the previously announced CFO transition; Connie James’s separation benefits depend on release and covenant conditions. Under her agreement, those benefits include
Michael Noonan’s agreement allows a cash signing bonus of up to
8-K Event Classification
4 items: 2.02, 5.02, 7.01, 9.01
4 items
Item 2.02
Results of Operations and Financial Condition
Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Gross Merchandise Sales: $2.62 billion
Revenue: $502.0 million
Adjusted EBITDA: $124.1 million
+5 more
8 metrics
Gross Merchandise Sales
$2.62 billion
Third quarter 2026; up 7% from $2.43 billion in the prior-year period
Revenue
$502.0 million
Third quarter 2026; up 7% from $468.1 million in the prior-year period
Adjusted EBITDA
$124.1 million
Third quarter 2026; up 84% from $67.5 million in the prior-year period
Net income
$33.6 million
Third quarter 2026; compared with a $1,294.6 million net loss in the prior-year period
Operating cash flow
Negative $398.8 million
Third quarter 2026; compared with positive $3.8 million in the prior-year period
GMS outlook
$10.175 billion to $10.375 billion
Full-year 2026 outlook
Adjusted EBITDA guidance
$400 million to $420 million
Full-year 2026 outlook
Net leverage
2.5x
As of September 30, 2026, compared with 4.5x as of December 31, 2025
Key Terms
Gross Merchandise Sales, Adjusted EBITDA, Free Cash Flow, Net Leverage
4 terms
Gross Merchandise Sales financial
"Gross Merchandise Sales represents the total dollar value paid by buyers"
Gross merchandise sales (GMS) is the total dollar value of all goods and services sold through a platform or channel during a given period, measured before subtracting returns, discounts, fees, taxes or shipping. Investors use GMS like a top-line traffic readout — it shows the raw size and growth of a business’s marketplace or retail activity (think of it as the sum of price tags at a busy marketplace), but it does not reveal how much money the company actually keeps or its profitability.
Adjusted EBITDA financial
"Adjusted EBITDA is calculated as net income (loss) excluding results from non-operating sources"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Free Cash Flow financial
"Free Cash Flow is defined as net cash (used in) provided by operating activities less capital expenditures"
Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.
Net Leverage financial
"Net Leverage is defined as total debt, less cash and cash equivalents plus payments due to sellers"
Net leverage measures how many years it would take for a company to pay off its outstanding debt using its annual operating cash flow, after subtracting cash on hand from total debt. Think of it like a household’s mortgage balance minus savings divided by yearly income; a lower number means the company is in a safer position to handle debt, while a higher number signals greater financial risk and potential pressure on profits or growth.
Earnings Snapshot
Gross Merchandise Sales: $2.62 billion · Guidance included
Third quarter 2026
Gross Merchandise Sales
$2.62 billion
Up 7% year over year
Revenue
$502.0 million
Up 7% year over year
Adjusted EBITDA
$124.1 million
Up 84% year over year
Net income
$33.6 million
Compared with a $1,294.6 million net loss in the prior-year period
Guidance
Full-year 2026 GMS of $10.175 billion to $10.375 billion; adjusted EBITDA of $400 million to $420 million.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How did STUB perform in the third quarter of 2026?
StubHub reported GMS of $2.62 billion, up 7% year over year, and revenue of $502.0 million, also up 7%. Adjusted EBITDA rose 84% to $124.1 million. Net income was $33.6 million, versus a $1,294.6 million net loss in the prior-year period, which included $1,405.2 million of stock-based compensation expense.
What is STUB's full-year 2026 outlook?
StubHub raised its GMS outlook to $10.175 billion to $10.375 billion and reiterated adjusted EBITDA guidance of $400 million to $420 million for full-year 2026.
Who is StubHub's incoming CFO, and what is his background?
Michael Noonan will succeed Connie James as CFO effective January 4, 2027. He has served as Tripadvisor's CFO since October 2022, after serving as CFO of Noom from October 2020 to October 2022 and Senior Vice President of Finance at Booking Holdings from January 2016 to October 2020.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 8-K
___________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported)
___________________________________
(Exact name of registrant as specified in its charter)
___________________________________
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||
(Address of principal executive offices and zip code) | ||||||||
( | ||||||||
(Registrant's telephone number, including area code) | ||||||||
___________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act: | ||||||||
Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Item 2.02. Results of Operations and Financial Condition.
On November 10, 2026, StubHub Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 10, 2026, StubHub Holdings, Inc. (the “Company”) announced that Michael Noonan has been appointed to succeed Connie James as Chief Financial Officer, effective as of January 4, 2027 (the “Transition Date”), to serve in that position until his successor is duly elected and qualified. In connection with his appointment, the Company entered into an employment agreement, dated as of November 4, 2026 (the “Employment Agreement”), with Mr. Noonan, setting forth the terms of Mr. Noonan’s employment, as described in more detail below. In addition, in order to facilitate an orderly transition to Mr. Noonan, the Company and Ms. James have mutually agreed that Ms. James will continue to assist the Company as a consultant after the Transition Date. On November 10, 2026, the Company and Ms. James entered into a separation and transition agreement in connection with the termination of her employment and the transition support that Ms. James has agreed to provide following the Transition Date (the “Separation Agreement”), as described in more detail below.
Mr. Noonan, age 57, has served as Chief Financial Officer of Tripadvisor, Inc. since October 2022. Prior to Tripadvisor, from October 2020 to October 2022, Mr. Noonan was the Chief Financial Officer of Noom, Inc., a consumer-focused digital health company. Prior to Noom, from January 2016 to October 2020, Mr. Noonan served as Senior Vice President of Finance for Booking Holdings, Inc., where he led corporate finance activities spanning financial planning, capital budgeting and investor relations. Mr. Noonan’s experience also includes several capital markets positions at RBC Capital Markets, NYSE Euronext, J.P. Morgan, and Bear Stearns & Co. Mr. Noonan holds an MBA from Duke University and a B.A. from Davidson College.
Pursuant to the Employment Agreement, Mr. Noonan will receive an annual base salary of at least $550,000 and a guaranteed annual bonus of $550,000, and, to the extent that, on or prior to March 31, 2027, Mr. Noonan does not receive the full amount of his earned bonus for calendar year 2026 from his prior employer (the “Prior Bonus”), a cash signing bonus of up to $448,000 less the amount of the Prior Bonus actually paid to Mr. Noonan on or prior to March 31, 2027. Mr. Noonan will be eligible to receive (i) an initial grant of restricted stock units (“RSUs”) with a grant date fair value of $3,000,000 and (ii) commencing in 2028, an annual grant of RSUs with a grant date fair value of $3,000,000, each of which will vest monthly for the 12-month period following the grant date, in each case subject to Mr. Noonan’s continued employment with the Company through that date. Mr. Noonan will be entitled to terminate his employment with the Company at any time, provided that Mr. Noonan must provide the Company with at least thirty days written notice of any termination without Good Reason (as defined in the Employment Agreement), and provided further that such notice period may be shortened at the Company’s discretion. Within thirty days of Mr. Noonan’s termination date upon a voluntary termination, the Company will provide Mr. Noonan’s base salary through the termination date, reimbursement in accordance with applicable Company policy of business expenses incurred before the termination date, retirement and medical and life insurance benefits to which he is entitled under the terms of the applicable arrangement and payment of any earned but unpaid annual bonus in respect of the calendar year immediately prior to the calendar year in which the termination date occurs (the “Accrued Obligations”). Upon a termination by the Company for any reason other than Disability or Cause (each as defined in the Employment Agreement), or termination by Mr. Noonan with Good Reason, the Company will pay the Accrued Obligations and, subject to the execution of a general release of claims within 50 days of the termination date, Mr. Noonan will be entitled to: (i) continued payment of his base salary for a period of 12 months after the termination date, (ii) a pro rata portion of his annual bonus (based on the number of days employed during the applicable year), provided that if Mr. Noonan’s employment is terminated by the Company without Cause prior to the six-month anniversary of the Transition Date, he will be entitled to a cash payment of $275,000, (iii) Company-paid COBRA premiums for up to 12 months after the termination date (provided that Mr. Noonan does not become eligible to participate in a new employer’s health care plan during such 12-month period or otherwise ceases to be eligible for COBRA continuation coverage for any reason) and (iv) accelerated vesting of any then-outstanding equity awards that are scheduled to vest during the 12-month period following the termination date. Mr. Noonan will also be reimbursed for up to $15,000 of legal fees in connection with the negotiation and documentation of the Employment Agreement. Mr. Noonan will also sign the Company’s standard confidential information and invention assignment agreement and mutual arbitration agreement. The foregoing description of the Employment Agreement is qualified in its entirety by reference to the Employment Agreement, which will be filed with the Company’s Annual Report on Form 10-K for the year ending December 31, 2026.
The Company will also enter into its standard indemnification agreement with Mr. Noonan, the form of which is filed as Exhibit 10.9 to the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on March 5, 2026.
There are no arrangements or understandings between Mr. Noonan and any other person pursuant to which Mr. Noonan was appointed as Chief Financial Officer. There are also no family relationships between Mr. Noonan and any director or executive officer of the Company and no transactions involving the Company and Mr. Noonan (or any immediate family member) that would be required to be reported under Item 404(a) of Regulation S-K.
Pursuant to the Separation Agreement, Ms. James’ employment with the Company will terminate on the Transition Date, following which date the Company will provide Ms. James certain separation benefits in connection with the termination of her employment as follows: (i) a cash payment of $1 million paid in substantially equal installments over 12 months, (ii) in lieu of a cash payment of Ms. James’ 2026 annual bonus, a grant of immediately vested RSUs with a grant date fair value of $1,250,000, (iii) a pro-rata portion of Ms. James’ 2027 annual bonus, payable in cash, (iv) payment of COBRA premiums for up to nine months, (v) full accelerated vesting of all RSUs granted pursuant to the grant agreement dated August 28, 2023, and two quarters of accelerated vesting of all other RSUs previously granted to Ms. James, and (vi) continued vesting of all other equity awards to the extent provided in the applicable award agreement. Commencing on the Transition Date and continuing until June 30, 2027, Ms. James will provide consulting services as reasonably requested by the Company, for which the Company will pay Ms. James an aggregate cash consulting fee of $71,506.85. Ms. James will also be entitled to reimbursement of up to $15,000 of legal fees in connection with the negotiation and documentation of the Separation Agreement and to a discretionary transition bonus, to be paid by the Company in the form of a grant of 180,000 RSUs, which will vest in full on April 15, 2027. Ms. James’ separation benefits are conditioned on her execution and non-revocation of a general release of claims in favor of the Company with 50 days of each of (i) the date of the Separation Agreement and (ii) the Transition Date, and the continued compliance with certain restrictive covenant obligations, including a non-disparagement covenant.
The foregoing description of the Separation Agreement is qualified in its entirety by reference to the complete text of the Separation Agreement, which will be filed with the Company’s Annual Report on Form 10-K for the year ending December 31, 2026.
Item 7.01. Regulation FD Disclosure.
On November 10, 2026, the Company issued a press release announcing the Chief Financial Officer transition. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Item 7.01 and Exhibit 99.2 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
| (d) Exhibits | ||||||||||||||
| Exhibit No. | Description | |||||||||||||
99.1 | Press release dated November 10, 2026, regarding earnings | |||||||||||||
| 99.2 | Press release dated November 10, 2026, regarding CFO transition | |||||||||||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | |||||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| STUBHUB HOLDINGS, INC. | ||||||||
Date: November 10, 2026 | By: | /s/ Connie James | ||||||
| Connie James | ||||||||
| Chief Financial Officer | ||||||||
Exhibit 99.1
StubHub Announces Third Quarter 2026 Results
–Gross Merchandise Sales increased to $2.6 billion, up 7% year over year –
–Revenue increased to $502.0 million, up 7% year over year –
–Adjusted EBITDA increased 84% to $124.1 million; adjusted EBITDA margin up 10 percentage points year over
year to 25% –
–Raising full-year GMS outlook –
–Further strengthened balance sheet with debt maturity extension at lower borrowing rates and debt reduction –
NEW YORK, NY – November 10, 2026 – StubHub Holdings, Inc. (NYSE: STUB), a leading global ticketing marketplace for live events, today reported financial results for the third quarter ended September 30, 2026.
“Consumers continue to prioritize live events and value the trusted experience that StubHub provides as the global market leader,” said Eric Baker, Founder, Chairman and Chief Executive Officer of StubHub. “We are increasing our full-year GMS outlook to reflect our positive third quarter results and anticipated performance for the remainder of the year. Moving forward, we remain committed to advancing StubHub’s strategic priorities that expand access and choice for fans.”
Financial Highlights
•Gross Merchandise Sales (“GMS”)1 of $2.62 billion, a $181.6 million, or 7% increase compared to $2.43 billion in the prior-year period.
•Revenue of $502.0 million, or approximately 19% of GMS, a 7% increase compared to $468.1 million in the prior-year period.
•Net income of $33.6 million, representing a 7% net income margin, compared to a net loss of $1,294.6 million in the prior-year period, which includes $1,405.2 million of stock-based compensation expense.
•Adjusted EBITDA1 of $124.1 million, representing a 25% adjusted EBITDA margin, an 84% increase compared to $67.5 million in the prior-year period.
•Cash and cash equivalents of $1.2 billion; payments due to sellers of $0.8 billion.
•Further strengthened balance sheet by extending its term loan maturities by 3.5 years and reducing borrowing rates in October; repaid $100 million in debt in July.
•Net leverage1 improved to 2.5x trailing 12-month adjusted EBITDA as of September 30, 2026, a 2.0x reduction compared to 4.5x as of December 31, 2025.
1
Full Year 2026 Financial Outlook
StubHub is increasing its GMS outlook and reiterating its adjusted EBITDA outlook for full year 2026:
•GMS of $10.175 billion to $10.375 billion
•Adjusted EBITDA2 of $400 million to $420 million
These guidance ranges constitute forward-looking statements and reflect information available to the company as of the date hereof. There can be no assurance that the company’s actual results will not differ materially from the estimates set forth, including as a result of factors outside of the company’s control. See cautionary note below regarding “Forward-Looking Statements.”
1.For definitions and applicable reconciliations, please refer to “Key Business Metric and Non-GAAP Financial Measures” and the tables under “Reconciliations of GAAP to Non-GAAP Financial Measures” below.
2.A reconciliation of Adjusted EBITDA guidance to the corresponding GAAP measure is not available on a forward-looking basis without unreasonable effort due to the uncertainty of expenses that may be incurred in the future, although it is important to note that these factors could be material to results computed in accordance with GAAP. For example, stock-based compensation-related charges are impacted by the timing of employee stock transactions, the future fair market value of Class A common stock, and future hiring and retention needs, all of which are difficult to predict and subject to constant change.
2
Conference Call and Webcast Information
StubHub will host a conference call and live webcast to discuss its third quarter 2026 results today at 5:00 PM Eastern Time.
The live webcast and replay may be accessed on StubHub’s investor relations website, investors.stubhub.com, along with a copy of the earnings presentation and this press release.
About StubHub
StubHub is a leading global ticketing marketplace for live events. Through StubHub and its international brand viagogo, the company services customers in over 200 countries and territories, supporting over 30 languages and accepting payments in over 45 currencies – from sports to music, comedy to dance, festivals to theater. StubHub offers a safe and convenient way to buy or sell tickets to live events across the world for memorable live experiences.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements regarding our financial outlook for the full year 2026, growth in market position, growth strategies, and ability to deliver sustainable long-term value for our stakeholders. Our actual results may differ materially from expectations, and reported results should not be considered as an indication of future performance. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “hope,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” or similar expressions. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied, and you should not rely on these as predictions of future events. Factors that may cause differences include, without limitation: the demand for tickets on our platform or for live events in general; our ability to maintain relationships with buyers and sellers, including individual sellers, professional sellers and content rights holders; changes in or any limitation or discontinuation of support by internet search engines and related technologies that impact how consumers find information online; our ability to compete in the ticketing industry against current or future competitors; our ability to continue to improve our platform and maintain and enhance our brands; our ability to expand into adjacent market opportunities across live entertainment and into additional live event and experience categories; our ability to expand the adoption of our platform for open distribution and disrupt the legacy primary ticketing model; the effects of seasonal trends on our results of operations; our ability to attract and retain a qualified management team and other team members while controlling our labor costs; our ability to effectively manage our exposure to fluctuations in foreign currency exchange rates and rising inflation rates; our ability to comply with existing laws, rules and regulations as well as the implementation of new or changing laws, rules and regulations and other legal uncertainties; the impact of extraordinary events or adverse economic conditions on discretionary consumer and corporate spending or on the supply and demand of live events; our ability to successfully defend against litigation; our ability to maintain the integrity of our information systems and infrastructure, and to mitigate possible cybersecurity risks; our ability to generate sufficient cash flows or raise additional capital necessary to fund our operations or service our debt, contractual commitments or obligations; our ability to remediate material weaknesses in our internal control over financial reporting; and the increased expenses associated with being a public company. For additional information on other potential risks and uncertainties that could cause actual results to differ from expected results, please refer to our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2025 and Quarterly Reports on Form 10-Q. All forward-looking statements are based on information available to us as of the date of this press release and are made only as of such date. We undertake no obligation to update these statements to reflect subsequent events or circumstances, except as required by law.
Contact
Investors:
ir@stubhub.com
Media:
pr@stubhub.com
3
STUBHUB HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenue | $ | 501,953 | $ | 468,113 | $ | 1,521,066 | $ | 1,296,015 | |||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||
Cost of revenue (exclusive of depreciation and amortization shown separately below) | 73,546 | 100,514 | 243,953 | 238,102 | |||||||||||||||||||
Operations and support | 15,117 | 22,508 | 48,853 | 48,634 | |||||||||||||||||||
Sales and marketing | 228,158 | 281,136 | 728,152 | 735,246 | |||||||||||||||||||
General and administrative | 134,154 | 1,425,733 | 386,137 | 1,571,161 | |||||||||||||||||||
| Depreciation and amortization | 8,703 | 6,411 | 26,411 | 19,167 | |||||||||||||||||||
Total costs and expenses | 459,678 | 1,836,302 | 1,433,506 | 2,612,310 | |||||||||||||||||||
Income (loss) from operations | 42,275 | (1,368,189) | 87,560 | (1,316,295) | |||||||||||||||||||
| Interest income | 9,161 | 12,912 | 31,923 | 31,579 | |||||||||||||||||||
| Interest expense | (21,502) | (35,360) | (60,970) | (121,665) | |||||||||||||||||||
| Other income, net | — | 4,904 | — | 4,552 | |||||||||||||||||||
| Foreign currency gains (losses) | 2,460 | (1,133) | 26,914 | (86,303) | |||||||||||||||||||
| Loss on extinguishment of debt | (1,804) | (15,454) | (3,681) | (15,454) | |||||||||||||||||||
| Gains on derivatives | 760 | 1,471 | 7,050 | 637 | |||||||||||||||||||
| Total other income (expense), net | (10,925) | (32,660) | 1,236 | (186,654) | |||||||||||||||||||
| Income (loss) before income taxes | 31,350 | (1,400,849) | 88,796 | (1,502,949) | |||||||||||||||||||
| Benefit for income taxes | 2,219 | 106,240 | 7,425 | 132,328 | |||||||||||||||||||
| Net income (loss) | 33,569 | (1,294,609) | 96,221 | (1,370,621) | |||||||||||||||||||
| Net income (loss) attributable to common stockholders | $ | 18,561 | $ | (1,331,317) | $ | 51,058 | $ | (1,443,132) | |||||||||||||||
| Net income (loss) per share attributable to common stockholders: | |||||||||||||||||||||||
| Basic | $ | 0.05 | $ | (4.27) | $ | 0.14 | $ | (4.70) | |||||||||||||||
| Diluted | $ | 0.05 | $ | (4.27) | $ | 0.11 | $ | (4.71) | |||||||||||||||
| Weighted-average shares used in computing net income (loss) per share attributable to common stockholders: | |||||||||||||||||||||||
| Basic | 383,574,880 | 311,633,848 | 373,969,205 | 306,981,026 | |||||||||||||||||||
| Diluted | 388,353,318 | 312,956,375 | 384,022,801 | 307,421,868 | |||||||||||||||||||
4
STUBHUB HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
(Unaudited)
| September 30, | December 31, | |||||||||||||
| 2026 | 2025 | |||||||||||||
| Assets | ||||||||||||||
| Current assets: | ||||||||||||||
| Cash and cash equivalents | $ | 1,167,227 | $ | 1,241,587 | ||||||||||
| Accounts receivable | 11,436 | 6,909 | ||||||||||||
| Inventory | 1,716 | 9,228 | ||||||||||||
| Prepaid expenses and other current assets | 79,895 | 37,924 | ||||||||||||
| Total current assets | 1,260,274 | 1,295,648 | ||||||||||||
| Non-current assets: | ||||||||||||||
| Property and equipment, net | 143,189 | 73,254 | ||||||||||||
| Trademarks and trade names | 864,800 | 864,800 | ||||||||||||
| Other intangible assets, net | 23,419 | 38,243 | ||||||||||||
| Goodwill | 2,686,701 | 2,686,701 | ||||||||||||
| Restricted cash | 12,878 | 17,543 | ||||||||||||
| Deferred tax assets | 2,060 | 2,083 | ||||||||||||
| Other non-current assets | 54,680 | 75,781 | ||||||||||||
| Total assets | $ | 5,048,001 | $ | 5,054,053 | ||||||||||
Liabilities, Redeemable Preferred Stock, and Stockholders’ Equity | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Accounts payable | $ | 85,853 | $ | 71,087 | ||||||||||
| Payments due to buyers and sellers | 860,735 | 845,892 | ||||||||||||
| Accrued expenses and other current liabilities (including zero and $17,894 under the fair value option, respectively) | 362,812 | 334,305 | ||||||||||||
| Total current liabilities | 1,309,400 | 1,251,284 | ||||||||||||
| Non-current liabilities: | ||||||||||||||
| Long-term debt obligations, non-current | 1,297,585 | 1,506,957 | ||||||||||||
Deferred tax liabilities | 103,001 | 93,226 | ||||||||||||
| Other non-current liabilities | 200,914 | 260,971 | ||||||||||||
| Total liabilities | 2,910,900 | 3,112,438 | ||||||||||||
| Commitments and contingencies | ||||||||||||||
| Redeemable preferred stock, $0.001 par value; 100,000,000 shares authorized as of September 30, 2026 and December 31, 2025; 490,000 and 794,893 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively; aggregate liquidation preference of $736,149 and $1,027,583 as of September 30, 2026 and December 31, 2025, respectively | 454,350 | 758,027 | ||||||||||||
| Stockholders’ equity: | ||||||||||||||
| Class A common stock, $0.001 par value; 3,000,000,000 shares authorized as of September 30, 2026 and December 31, 2025; 357,434,430 and 321,320,641 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively | 357 | 321 | ||||||||||||
| Class B common stock, $0.001 par value; 200,000,000 shares authorized as of September 30, 2026 and December 31, 2025; 24,750,000 shares issued and outstanding as of September 30, 2026 and December 31, 2025 | 25 | 25 | ||||||||||||
| Additional paid-in capital | 4,971,291 | 4,522,498 | ||||||||||||
| Accumulated other comprehensive income | 25,460 | 71,347 | ||||||||||||
| Accumulated deficit | (3,314,382) | (3,410,603) | ||||||||||||
| Total stockholders’ equity | 1,682,751 | 1,183,588 | ||||||||||||
| Total liabilities, redeemable preferred stock, and stockholders’ equity | $ | 5,048,001 | $ | 5,054,053 | ||||||||||
5
STUBHUB HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income (loss) | $ | 96,221 | $ | (1,370,621) | |||||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||||||
| Depreciation | 11,315 | 1,829 | |||||||||
| Amortization of intangible assets | 15,096 | 17,338 | |||||||||
| Stock-based compensation | 142,556 | 1,412,779 | |||||||||
| Amortization of debt issuance costs | 3,728 | 6,535 | |||||||||
| Losses on derivatives | 17,174 | 7,602 | |||||||||
| Amortization of unrealized losses on cash flow hedge | (23,893) | (23,924) | |||||||||
| Unrealized foreign exchange (gains) losses | (29,010) | 87,647 | |||||||||
| Loss on extinguishment of debt | 3,681 | 15,454 | |||||||||
| Deferred income taxes | (11,205) | (135,458) | |||||||||
| Fair value change for preferred stocks and preferred stock bifurcated derivatives | (8,031) | 15,825 | |||||||||
| Other | 1,702 | 6,840 | |||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | (4,647) | (491) | |||||||||
| Inventory | 7,512 | 7,302 | |||||||||
| Prepaid expenses and other current assets | (24,703) | (8,125) | |||||||||
| Other non-current assets | (3,080) | (1,667) | |||||||||
| Operating lease right-of-use assets | 3,501 | 3,359 | |||||||||
| Accounts payable | 18,193 | (49,937) | |||||||||
| Payments due to buyers and sellers | 25,878 | 131,165 | |||||||||
| Accrued expenses and other current liabilities | (50,736) | 26,600 | |||||||||
| Other non-current liabilities | 38,424 | 33,839 | |||||||||
| Operating lease liabilities | (8,179) | (2,455) | |||||||||
| Net cash provided by operating activities | 221,497 | 181,436 | |||||||||
| Cash flows from investing activities: | |||||||||||
| Capitalized software development costs | (30,462) | (22,842) | |||||||||
| Purchases of property and equipment | (630) | (1,170) | |||||||||
| Purchases of intangible assets | (271) | (1,198) | |||||||||
| Net cash used in investing activities | (31,363) | (25,210) | |||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from issuance of common stock upon initial public offering, net of underwriting discounts and commissions | — | 758,000 | |||||||||
| Proceeds from issuance of Class A common stock upon exercise of stock options and warrants | 190 | 59 | |||||||||
| Proceeds from issuance of Series N redeemable preferred stock | — | 50,000 | |||||||||
| Proceeds from issuance of Series O redeemable preferred stock | — | 254,893 | |||||||||
| Repurchase and retirement of Class A common stock | — | (1,000) | |||||||||
| Repayment of long-term debt obligations | (200,000) | (759,763) | |||||||||
| Payments of tax withholding obligations on vested equity awards | (53,098) | (81,607) | |||||||||
| Payments of deferred offering costs | (2,407) | (10,050) | |||||||||
| Proceeds from partial interest rate swap termination | 3,350 | 14,010 | |||||||||
| Net cash (used in) provided by financing activities | (251,965) | 224,542 | |||||||||
| Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (2,798) | 12,723 | |||||||||
| Net (decrease) increase in cash, cash equivalents, and restricted cash | (64,629) | 393,491 | |||||||||
| Cash, cash equivalents, and restricted cash at beginning of period | 1,259,130 | 1,015,912 | |||||||||
| Cash, cash equivalents, and restricted cash at end of period | $ | 1,194,501 | $ | 1,409,403 | |||||||
6
| STUBHUB HOLDINGS, INC. | |||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - continued | |||||||||||
| (In thousands) | |||||||||||
| (Unaudited) | |||||||||||
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets: | |||||||||||
| Cash and cash equivalents | $ | 1,167,227 | $ | 1,392,458 | |||||||
| Restricted cash in prepaid expenses and other current assets | 14,396 | 352 | |||||||||
| Restricted cash | 12,878 | 16,593 | |||||||||
| Total cash, cash equivalents, and restricted cash | $ | 1,194,501 | $ | 1,409,403 | |||||||
| Supplemental cash flow information | |||||||||||
| Cash paid for: | |||||||||||
| Interest | $ | 88,730 | $ | 159,442 | |||||||
| Non-cash investing and financing activities: | |||||||||||
| Stock-based compensation capitalized in development of capitalized software | $ | 47,771 | $ | 28,342 | |||||||
| Deferred offering costs accrued, unpaid | $ | — | $ | 4,335 | |||||||
7
Key Business Metric and Non-GAAP Financial Measures
StubHub regularly reviews the key business metric, GMS, and the non-GAAP financial measures, Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow, Net Leverage, Adjusted Gross Margin, Adjusted Sales and Marketing Expenses, Adjusted Operations and Support Expenses, and Adjusted General and Administrative Expenses to evaluate our business, measure our performance, identify trends, prepare financial projections and make business decisions. The measures set forth below should be considered in addition to, not as a substitute for or in isolation from, our financial results prepared in accordance with GAAP. Other companies, including companies in our industry, may calculate these measures differently or not at all, which reduces their usefulness as comparative measures. A reconciliation of the non-GAAP financial measures to the most directly comparable financial measures calculated in accordance with GAAP is set forth below under “Reconciliations of GAAP to Non-GAAP Financial Measures.” A reconciliation of our Adjusted EBITDA guidance to the corresponding GAAP measure is not available on a forward-looking basis without unreasonable effort due to the uncertainty of expenses that may be incurred in the future, although it is important to note that these factors could be material to our results computed in accordance with GAAP. For example, stock-based compensation-related charges are impacted by the timing of employee stock transactions, the future fair market value of our Class A common stock, and our future hiring and retention needs, all of which are difficult to predict and subject to constant change.
Gross Merchandise Sales represents the total dollar value paid by buyers for ticket transactions and fulfillment. GMS includes fees we charge buyers and sellers that can vary by transaction, as well as the net proceeds we remit to sellers. Our definition of GMS does not include applicable sales, value-added and other indirect taxes, shipping costs and the impact of discounts and coupons as well as event cancellations or expected cancellations after the initial transaction on our platform. We believe it is useful to exclude these items, primarily refunds due to event cancellations, as GMS is a key metric used by management to measure business performance.
Adjusted EBITDA is calculated as net income (loss) excluding results from non-operating sources including interest income and expense, (benefit) provision for income taxes, other (income) expense, net, foreign currency (gains) losses, (gains) losses on derivatives, depreciation and amortization, acquisition-related costs, loss on extinguishment of debt, stock-based compensation expense, indirect tax contingency costs, litigation reserves and other costs and expenses. Adjusted EBITDA is a key performance measure that our management team uses to assess our operating performance. We present Adjusted EBITDA because management believes it is helpful in highlighting trends in our operating results as it excludes certain items, such as stock-based compensation expense, which are non-cash or whose fluctuations from period-to-period do not necessarily correspond to changes in the operating results of our business. Moreover, it is frequently used by analysts, investors and other interested parties to evaluate companies in our industry.
Adjusted EBITDA has limitations as an analytical measure and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. In addition, other companies, including companies in our industry, may calculate Adjusted EBITDA differently, which reduces its usefulness as a comparative measure. Because of these limitations, you should consider Adjusted EBITDA alongside other financial performance measures, including various cash flow metrics, net income (loss) and other GAAP results.
Free Cash Flow is defined as net cash (used in) provided by operating activities less capital expenditures, which includes purchases of property and equipment, purchases of intangible assets and capitalized software development costs (excluding capitalized stock-based compensation expense). We believe that Free Cash Flow is a meaningful indicator of liquidity for management and investors and, in particular, the amount of cash generated from operations that, after capital expenditures, can be used for strategic initiatives, including continuous investment in our business and strengthening our balance sheet. A limitation of the use of Free Cash Flow is that it does not represent the total increase or decrease in our cash balance for the period. Free Cash Flow should not be considered in isolation or as an alternative to cash flows from operations and should be considered alongside our other financial liquidity measures, such as net cash (used in) provided by operating activities and our other GAAP results.
Net Leverage is defined as (a) total debt, less cash and cash equivalents plus payments due to sellers divided by (b) trailing 12-month Adjusted EBITDA. We believe that Net Leverage provides investors a more complete understanding of our leverage position and borrowing capacity after factoring in cash and cash equivalents that eventually could be used to repay outstanding debt.
Adjusted Gross Margin is defined as (a) revenue less Adjusted Cost of Revenue (which is cost of revenue excluding stock-based compensation expense) divided by (b) revenue. We present Adjusted Gross Margin because management believes it is helpful in highlighting trends in our operating results as it excludes stock-based compensation expense, which is a non-cash expense.
Adjusted Sales and Marketing Expenses is defined as sales and marketing expenses excluding stock-based compensation expense. We present Adjusted Sales and Marketing Expenses because management believes it is helpful in highlighting trends in our expense management as it excludes stock-based compensation expense, which is a non-cash expense.
8
Adjusted Operations and Support Expenses is defined as operations and support expenses excluding stock-based compensation expense. We present Adjusted Operations and Support Expenses because management believes it is helpful in highlighting trends in our expense management as it excludes stock-based compensation expense, which is a non-cash expense.
Adjusted General and Administrative Expenses is defined as general and administrative expenses excluding stock-based compensation expense, acquisition-related costs, indirect tax contingency costs, litigation reserves and other costs and expenses that we do not consider to be representative of the ongoing financial performance of our core business. We present Adjusted General and Administrative Expenses because management believes it is helpful in highlighting trends in our expense management as it excludes certain items, such as stock-based compensation expense, which are non-cash or whose fluctuations from period-to-period do not necessarily correspond to changes in the operating results of our business.
9
STUBHUB HOLDINGS, INC.
RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES
(In thousands, except percentages)
(Unaudited)
Adjusted EBITDA
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
Net income (loss) | $ | 33,569 | $ | (1,294,609) | $ | 96,221 | $ | (1,370,621) | |||||||||||||||
| Add (deduct): | |||||||||||||||||||||||
| Interest income | (9,161) | (12,912) | (31,923) | (31,579) | |||||||||||||||||||
| Interest expense | 21,502 | 35,360 | 60,970 | 121,665 | |||||||||||||||||||
| Benefit for income taxes | (2,219) | (106,240) | (7,425) | (132,328) | |||||||||||||||||||
| Other income, net | — | (4,904) | — | (4,552) | |||||||||||||||||||
| Foreign currency (gains) losses | (2,460) | 1,133 | (26,914) | 86,303 | |||||||||||||||||||
| Gains on derivatives | (760) | (1,471) | (7,050) | (637) | |||||||||||||||||||
| Depreciation and amortization | 8,703 | 6,411 | 26,411 | 19,167 | |||||||||||||||||||
| Loss on extinguishment of debt | 1,804 | 15,454 | 3,681 | 15,454 | |||||||||||||||||||
Acquisition-related costs(1) | — | — | — | 250 | |||||||||||||||||||
Stock-based compensation expense(2) | 42,542 | 1,405,248 | 142,556 | 1,412,779 | |||||||||||||||||||
Indirect tax contingency costs(3) | 11,465 | 12,992 | 17,938 | 34,938 | |||||||||||||||||||
Litigation reserves(4) | 19,016 | 7,000 | 26,887 | 7,000 | |||||||||||||||||||
Other costs and expenses(5) | 75 | 4,031 | 466 | 11,942 | |||||||||||||||||||
Adjusted EBITDA | $ | 124,076 | $ | 67,493 | $ | 301,818 | $ | 169,781 | |||||||||||||||
Revenue | $ | 501,953 | $ | 468,113 | $ | 1,521,066 | $ | 1,296,015 | |||||||||||||||
Net income (loss) as a percentage of revenue | 7% | (277)% | 6% | (106)% | |||||||||||||||||||
Adjusted EBITDA as a percentage of revenue | 25% | 14% | 20% | 13% | |||||||||||||||||||
1.During the nine months ended September 30, 2025, we incurred $0.3 million of transaction and integration costs. 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.
2.During the three months ended September 30, 2026 and 2025, we recognized $42.5 million and $1,405.2 million of stock-based compensation expense, net of $13.3 million and $28.2 million capitalized for internally developed software, associated with RSUs, stock options and restricted stock, respectively. During the nine months ended September 30, 2026 and 2025, we recognized $142.6 million and $1,412.8 million of stock-based compensation expense, net of $47.8 million and $28.3 million capitalized for internally developed software, associated with RSUs, stock options and restricted stock, respectively.
3.During the three months ended September 30, 2026 and 2025, we incurred $4.5 million and $12.8 million of expenses, respectively, associated with potential indirect tax contingencies for withholding obligations and $7.0 million and $0.2 million of professional service costs, respectively. During the nine months ended September 30, 2026 and 2025, we incurred $10.5 million and $33.7 million of expenses, respectively, associated with potential indirect tax contingencies for withholding obligations and $7.4 million and $1.3 million of professional service costs, respectively.
4.During the three months ended September 30, 2026 and 2025, we incurred $19.0 million and $7.0 million, respectively, and during the nine months ended September 30, 2026 and 2025, we incurred $26.9 million and $7.0 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.
5.Represents (a) a one-time expense related to our initial public offering of $0.1 million and $4.0 million for the three months ended September 30, 2026 and 2025, respectively, and $0.5 million and $4.0 million for the nine months ended September 30, 2026 and 2025, respectively, (b) a one-time expense to terminate an intellectual property rights licensing agreement of $7.7 million for the nine months ended September 30, 2025 and (c) personnel-related costs related to our customer service office closure of $0.2 million for the nine months ended September 30, 2025. We do not consider these expenses to be representative of the ongoing financial performance of our core business.
10
Free Cash Flow
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
Net cash (used in) provided by operating activities(1) | $ | (398,778) | $ | 3,795 | $ | 221,497 | $ | 181,436 | |||||||||||||||
| Less: Capitalized software development costs | (11,048) | (7,767) | (30,462) | (22,842) | |||||||||||||||||||
| Less: Purchases of property and equipment | (45) | (372) | (630) | (1,170) | |||||||||||||||||||
| Less: Purchases of intangible assets | (227) | (256) | (271) | (1,198) | |||||||||||||||||||
| Free cash flow | $ | (410,098) | $ | (4,600) | $ | 190,134 | $ | 156,226 | |||||||||||||||
TTM free cash flow(2) | $ | 192,097 | $ | 5,601 | |||||||||||||||||||
1.Includes $20.2 million and $39.6 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, 2026 and 2025, respectively, and $64.5 million and $115.0 million for the nine months ended September 30, 2026 and 2025, respectively.
2.Seasonal trends in our GMS and the timing of major events throughout the year, including the 2026 World Cup, impact free cash flow for any given quarter and can vary year to year. Trailing 12-month (“TTM”) free cash flow provides a longer-term view of our business that is less impacted by the seasonality of GMS and seller payments.
Reconciliation of Cost of Revenue to Adjusted Cost of Revenue
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Cost of revenue | $ | 73,546 | $ | 100,514 | $ | 243,953 | $ | 238,102 | |||||||||||||||
Add (deduct): | |||||||||||||||||||||||
| Stock-based compensation expense | (659) | (23,356) | (3,773) | (23,356) | |||||||||||||||||||
Adjusted cost of revenue | $ | 72,887 | $ | 77,158 | $ | 240,180 | $ | 214,746 | |||||||||||||||
Reconciliation of Operations and Support Expenses to Adjusted Operations and Support Expenses
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Operations and support | $ | 15,117 | $ | 22,508 | $ | 48,853 | $ | 48,634 | |||||||||||||||
| Add (deduct): | |||||||||||||||||||||||
| Stock-based compensation expense | (74) | (5,938) | (533) | (5,938) | |||||||||||||||||||
Adjusted operations and support | $ | 15,043 | $ | 16,570 | $ | 48,320 | $ | 42,696 | |||||||||||||||
11
Reconciliation of Sales and Marketing Expenses to Adjusted Sales and Marketing Expenses
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Sales and marketing | $ | 228,158 | $ | 281,136 | $ | 728,152 | $ | 735,246 | |||||||||||||||
Add (deduct): | |||||||||||||||||||||||
| Stock-based compensation expense | (2,460) | (26,462) | (9,869) | (26,462) | |||||||||||||||||||
Adjusted sales and marketing | $ | 225,698 | $ | 254,674 | $ | 718,283 | $ | 708,784 | |||||||||||||||
Reconciliation of General and Administrative Expenses to Adjusted General and Administrative Expenses
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| General and administrative | $ | 134,154 | $ | 1,425,733 | $ | 386,137 | $ | 1,571,161 | |||||||||||||||
Add (deduct): | |||||||||||||||||||||||
| Stock-based compensation expense | (39,349) | (1,349,492) | (128,381) | (1,357,023) | |||||||||||||||||||
| Litigation reserves | (19,016) | (7,000) | (26,887) | (7,000) | |||||||||||||||||||
| Indirect tax contingency costs | (11,465) | (12,992) | (17,938) | (34,938) | |||||||||||||||||||
Acquisition-related costs | — | — | — | (250) | |||||||||||||||||||
Other costs and expenses | (75) | (4,031) | (466) | (11,942) | |||||||||||||||||||
Adjusted general and administrative | $ | 64,249 | $ | 52,218 | $ | 212,465 | $ | 160,008 | |||||||||||||||
Reconciliation of Adjusted Gross Margin
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Revenue | $ | 501,953 | $ | 468,113 | $ | 1,521,066 | $ | 1,296,015 | |||||||||||||||
| Cost of revenue | 73,546 | 100,514 | 243,953 | 238,102 | |||||||||||||||||||
Stock-based compensation expense | (659) | (23,356) | (3,773) | (23,356) | |||||||||||||||||||
| Adjusted cost of revenue | 72,887 | 77,158 | 240,180 | 214,746 | |||||||||||||||||||
Adjusted gross margin | $ | 429,066 | $ | 390,955 | $ | 1,280,886 | $ | 1,081,269 | |||||||||||||||
| Adjusted gross margin as a percentage of revenue | 85% | 84% | 84% | 83% | |||||||||||||||||||
12
Reconciliation of Net Income (Loss) to TTM Adjusted EBITDA
Three Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||
| September 30, 2026 | June 30, 2026 | March 31, 2026 | December 31, 2025 | September 30, 2025 | June 30, 2025 | March 31, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
Net income (loss) | $ | 33,569 | $ | 14,607 | $ | 48,045 | $ | (535,313) | $ | (1,294,609) | $ | (53,829) | $ | (22,183) | $ | 54,190 | |||||||||||||||||||||||||||||||
| Add (deduct): | |||||||||||||||||||||||||||||||||||||||||||||||
| Interest income | (9,161) | (12,236) | (10,526) | (10,833) | (12,912) | (10,365) | (8,302) | (9,832) | |||||||||||||||||||||||||||||||||||||||
| Interest expense | 21,502 | 22,200 | 17,268 | 18,370 | 35,360 | 43,868 | 42,437 | 45,209 | |||||||||||||||||||||||||||||||||||||||
| (Benefit) provision for income taxes | (2,219) | (2,375) | (2,831) | 492,922 | (106,240) | (17,594) | (8,494) | 30,469 | |||||||||||||||||||||||||||||||||||||||
Other (income) expense, net | — | — | — | — | (4,904) | 352 | — | — | |||||||||||||||||||||||||||||||||||||||
| Foreign currency (gains) losses | (2,460) | (3,864) | (20,590) | 3,361 | 1,133 | 61,125 | 24,045 | (46,458) | |||||||||||||||||||||||||||||||||||||||
| (Gains) losses on derivatives | (760) | (753) | (5,537) | 776 | (1,471) | 1,499 | (665) | (721) | |||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 8,703 | 9,815 | 7,893 | 6,437 | 6,411 | 6,412 | 6,344 | 6,393 | |||||||||||||||||||||||||||||||||||||||
Acquisition-related costs | — | — | — | — | — | 125 | 125 | 125 | |||||||||||||||||||||||||||||||||||||||
| Loss on extinguishment of debt | 1,804 | 1,877 | — | 3,038 | 15,454 | — | — | — | |||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | 42,542 | 69,008 | 31,006 | 34,889 | 1,405,248 | 2,037 | 5,494 | 3,381 | |||||||||||||||||||||||||||||||||||||||
| Indirect tax contingency costs | 11,465 | 3,888 | 2,585 | 18,566 | 12,992 | 12,981 | 8,965 | 14,094 | |||||||||||||||||||||||||||||||||||||||
Litigation reserves | 19,016 | 3,378 | 4,493 | 30,080 | 7,000 | — | — | 5,727 | |||||||||||||||||||||||||||||||||||||||
Other costs and expenses | 75 | 113 | 278 | 362 | 4,031 | 7,731 | 180 | 1,789 | |||||||||||||||||||||||||||||||||||||||
Adjusted EBITDA | $ | 124,076 | $ | 105,658 | $ | 72,084 | $ | 62,655 | $ | 67,493 | $ | 54,342 | $ | 47,946 | $ | 104,366 | |||||||||||||||||||||||||||||||
| TTM Adjusted EBITDA | $ | 364,473 | $ | 307,890 | $ | 256,574 | $ | 232,436 | $ | 274,147 | |||||||||||||||||||||||||||||||||||||
Reconciliation of Net Cash (Used in) Provided by Operating Activities to TTM Free Cash Flow
| Three Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||
| September 30, 2026 | June 30, 2026 | March 31, 2026 | December 31, 2025 | September 30, 2025 | June 30, 2025 | March 31, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
| Net cash (used in) provided by operating activities | $ | (398,778) | $ | 321,859 | $ | 298,416 | $ | 11,133 | $ | 3,795 | $ | 19,320 | $ | 158,321 | $ | (149,448) | |||||||||||||||||||||||||||||||
| Less: Capitalized software development costs | (11,048) | (11,785) | (7,629) | (8,690) | (7,767) | (8,846) | (6,229) | (521) | |||||||||||||||||||||||||||||||||||||||
| Less: Purchases of property and equipment | (45) | (416) | (169) | (223) | (372) | (291) | (507) | (340) | |||||||||||||||||||||||||||||||||||||||
| Less: Purchases of intangible assets | (227) | — | (44) | (257) | (256) | (467) | (475) | (316) | |||||||||||||||||||||||||||||||||||||||
Free cash flow | $ | (410,098) | $ | 309,658 | $ | 290,574 | $ | 1,963 | $ | (4,600) | $ | 9,716 | $ | 151,110 | $ | (150,625) | |||||||||||||||||||||||||||||||
TTM cash flow provided by operations | $ | 232,630 | $ | 635,203 | $ | 332,664 | $ | 192,569 | $ | 31,988 | |||||||||||||||||||||||||||||||||||||
TTM free cash flow | $ | 192,097 | $ | 597,595 | $ | 297,653 | $ | 158,189 | $ | 5,601 | |||||||||||||||||||||||||||||||||||||
Net interest payment(1) | $ | 20,165 | $ | 21,735 | $ | 22,603 | $ | 24,496 | $ | 39,629 | |||||||||||||||||||||||||||||||||||||
Change in payments due to buyers and sellers(2) | $ | (446,613) | $ | 198,842 | $ | 273,649 | $ | (24,662) | $ | (29,555) | |||||||||||||||||||||||||||||||||||||
1.Includes interest payments on our outstanding debt, net of cash received on the settlement of interest rate swap derivatives.
2.Includes change in payments due to buyers and sellers as noted in the condensed consolidated statements of cash flows.
13
Reconciliation of Net Leverage
| September 30, | December 31, | ||||||||||
| 2026 | 2025 | ||||||||||
| (in thousands, except percentages) | |||||||||||
| 2024 Euro Term Loan | $ | 513,816 | $ | 531,041 | |||||||
| 2024 USD Term Loan | 804,187 | 1,004,187 | |||||||||
| Principal amount—senior credit facilities | 1,318,003 | 1,535,228 | |||||||||
| Add (deduct): | |||||||||||
| Cash and cash equivalents | (1,167,227) | (1,241,587) | |||||||||
Payments due to sellers(1) | 750,685 | 747,363 | |||||||||
Net Debt | $ | 901,461 | $ | 1,041,004 | |||||||
| TTM Adjusted EBITDA | $ | 364,473 | $ | 232,436 | |||||||
| Net Leverage | 2.5x | 4.5x | |||||||||
1.Reported within payments due to buyers and sellers in notes to the condensed consolidated financial statements.
14
Exhibit 99.2
StubHub Announces Chief Financial Officer Transition
Michael Noonan to Succeed Connie James in January
Connie James to Serve as a Consultant to Ensure a Smooth Transition
NEW YORK -- (BUSINESS WIRE) November 10, 2026 -- StubHub Holdings, Inc. (NYSE: STUB), a leading global ticketing marketplace for live events, today announced that Michael Noonan will join the company as Chief Financial Officer, effective January 4, 2027. Mr. Noonan will succeed Connie James, who will step down as Chief Financial Officer in January to pursue new opportunities. Following her departure, Ms. James will serve as a consultant to StubHub for the first six months of 2027 to ensure a smooth transition.
Mr. Noonan brings extensive finance and capital markets experience with consumer brands operating marketplace models. He will join StubHub directly from Tripadvisor, a publicly traded travel company where he currently serves as Chief Financial Officer and has led global finance, including accounting, financial planning and analysis, investor relations, tax and corporate development. Prior to Tripadvisor, he was Chief Financial Officer of Noom, a consumer-focused digital health company. Previously, he was Senior Vice President of Finance at Booking Holdings, a publicly traded travel company where he led corporate finance activities spanning financial planning, capital budgeting and investor relations. Earlier in his career, Mr. Noonan held capital markets positions at RBC Capital Markets, NYSE Euronext, J.P. Morgan and Bear Stearns & Co. Mr. Noonan holds an MBA from Duke University and a BA from Davidson College.
Eric Baker, Founder, Chairman and Chief Executive Officer of StubHub, commented, “Mike’s deep consumer background and experience in finance leadership and capital markets roles make him a fantastic fit to serve as StubHub’s next CFO. Mike joins a strong leadership team in place to execute our strategy in the years ahead. I look forward to working with Mike.”
Mr. Baker continued, “On behalf of the entire company and Board, I’d like to thank Connie for bringing financial discipline to the company and executing several capital markets transactions. As highlighted by our positive third quarter results and increased full-year GMS outlook announced separately today, we continue to advance our vision of being the global destination for consumers to access live events and experiences. I sincerely appreciate all Connie has contributed to StubHub while building and leading our finance team, and we wish her the best in her future endeavors.”
Mr. Noonan said, “StubHub has built a leading global ticketing marketplace, a trusted and highly recognized brand, and superior technology that ensures fans have a great experience accessing live events. I am excited to bring my extensive experience with marketplace models and track record of scaling consumer-facing businesses to the company, and I look forward to working with the entire team.”
Ms. James said, “Leading StubHub’s finance organization over the past several years has been a privilege, and I’d like to extend my gratitude to Eric, the Board, and the entire team. We have built a very talented finance team, and I believe now is the right time for a transition. I look forward to ensuring a seamless transition in the coming months.”
About StubHub
StubHub is a leading global ticketing marketplace for live events. Through StubHub and its international brand viagogo, the company services customers in over 200 countries and territories, supporting over 30 languages and accepting payments in over 45 currencies – from sports to music, comedy to dance, festivals to theater. StubHub offers a safe and convenient way to buy or sell tickets to live events across the world for memorable live experiences.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied, and you should not rely on these as predictions of future events. For information on other potential risks and uncertainties that could cause actual results to differ from expected results, please refer to our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2025 and Quarterly Reports on Form 10-Q. All forward-looking statements are based on information available to us as of the date of this press release and are made only as of such date. We undertake no obligation to update these statements to reflect subsequent events or circumstances, except as required by law.
Contact
Investors:
IR@stubhub.com
Media:
pr@stubhub.com
2