StubHub (NYSE: STUB) cuts debt and targets higher 2026 EBITDA
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
StubHub Holdings reported 2025 results showing solid marketplace scale but GAAP losses driven by one-time items. Gross merchandise sales reached $9.2 billion, up 6% year over year, or 18% excluding the prior-year impact of Taylor Swift’s Eras Tour, with revenue of $1.7 billion (19% of GMS).
The company posted a net loss of $1.9 billion, mainly from a $1.4 billion IPO-related stock-based compensation charge and a $479 million non‑recurring, non‑cash valuation allowance. Adjusted EBITDA was $232 million, a 13% margin, and free cash flow was $158 million. StubHub reduced debt by about $900 million, bringing net leverage to 4.5x from 6.7x.
For 2026, StubHub guides to GMS of $9.9–$10.1 billion and Adjusted EBITDA of $400–$420 million, targeting strong profit growth from its core resale marketplace. The company also disclosed that IPO lock-up and market stand-off restrictions will end at the close of business on March 6, 2026, allowing insiders and other holders to sell shares.
Positive
- Significant deleveraging and lower net leverage: StubHub reduced debt by approximately $900 million in 2025, cutting net leverage from 6.7x to 4.5x, which meaningfully strengthens its balance sheet and reduces financial risk.
- Strong cash generation despite GAAP loss: The company produced $192.6 million of operating cash flow and $158.2 million of free cash flow in 2025, supporting continued investment and debt reduction.
- Ambitious 2026 profit growth outlook: Management guides 2026 GMS to $9.9–$10.1 billion and Adjusted EBITDA to $400–$420 million, implying substantial growth in non‑GAAP earnings versus 2025.
Negative
- Large GAAP net loss driven by substantial charges: StubHub recorded a $1.9 billion net loss in 2025, heavily impacted by a $1.4 billion IPO-related stock-based compensation charge and a $479 million non‑recurring valuation allowance, which weigh on reported profitability.
- Ongoing litigation and indirect tax contingencies: The company incurred $53.5 million of indirect tax contingency costs and $37.1 million of litigation reserves in 2025, highlighting continuing legal and regulatory cost exposure.
Insights
StubHub pairs strong cash generation and deleveraging with heavy one-time GAAP charges and ambitious 2026 profit targets.
StubHub delivered 2025 GMS of
Balance sheet repair was notable: the company reduced debt by roughly
Guidance for
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 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 March 4, 2026 , StubHub Holdings, Inc. (the “Company”) issued a press release and a letter to stockholders announcing its financial results for the quarter and year ended December 31, 2025. Copies of the press release and letter to stockholders are furnished as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
The information in this Item 2.02, including Exhibit 99.1 and Exhibit 99.2, 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, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 8.01. Other Information.
In connection with the Company’s initial public offering (the “IPO”) of Class A common stock, the Company, all of the Company’s directors and executive officers, and holders of substantially all of the Company’s Class A common stock and securities exercisable for or convertible into the Company’s Class A common stock are subject to lock-up agreements with the underwriters in the IPO and/or agreements with market stand-off provisions that, subject to certain exceptions, restrict the Company’s and such holders’ ability to sell or transfer shares of the Company’s capital stock and securities convertible into or exercisable or exchangeable for shares of the Company’s capital stock. Such restrictions terminate at the close of business on the earlier of (i) the second trading day immediately following the date that the Company publicly announces earnings for the quarter and year ended December 31, 2025 and (ii) 180 days after September 16, 2025 (the “Restricted Period”).
On March 4, 2026 , the Company’s publicly announced its earnings for the quarter and year ended December 31, 2025, and, as a result, the Restricted Period will end at the close of business on March 6, 2026.
Item 9.01. Financial Statements and Exhibits.
| (d) Exhibits | ||||||||||||||
| Exhibit No. | Description | |||||||||||||
99.1 | Press release dated March 4, 2026 | |||||||||||||
| 99.2 | Letter to Stockholders dated March 4, 2026 | |||||||||||||
| 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: March 4, 2026 | By: | /s/ Connie James | ||||||
Connie James | ||||||||
| Chief Financial Officer | ||||||||
Exhibit 99.1
StubHub Announces Full Year and Fourth Quarter 2025 Results
- Full Year GMS exceeds $9 Billion, Demonstrating Platform Scale and Market Leadership -
- Transforms Balance Sheet with $900 Million Debt Reduction in 2025 -
- Establishes 2026 Guidance Framework Targeting Robust GMS Growth and 80% Adjusted EBITDA Growth -
NEW YORK, NY – March 4, 2026 – StubHub Holdings, Inc. (NYSE: STUB) (“StubHub” or the “Company”), a leading global ticketing marketplace for live events, today reported financial results for the fourth quarter and full year ended December 31, 2025. The Company also posted a letter to shareholders and an earnings presentation on the Investor Relations section of its website at investors.stubhub.com.
Full Year 2025 Highlights
•Gross Merchandise Sales (“GMS”)1 of $9.2 billion, up 6% year-over-year with underlying growth of 18%, excluding the prior-year impact of Taylor Swift’s “Eras” Tour.
•Revenue of $1.7 billion, equal to 19% of GMS.
•Net loss of $1.9 billion, inclusive of a one-time stock-based compensation charge of $1.4 billion related to the Company’s public listing, non-recurring, non-cash valuation allowance expense of $479 million.
•Adjusted EBITDA1 of $232 million, representing a 13% margin, while strategically investing in growth initiatives.
•Net cash provided by operating activities was $193 million for the year ended December 31, 2025.
•Free Cash Flow1 of $158 million, including $140 million of interest expense, representing 68% conversion of Adjusted EBITDA.
•Strengthened balance sheet with approximately $900 million in debt reduction.
Fourth Quarter 2025 Highlights
•Gross Merchandise Sales (“GMS”)1 of $2.3 billion, with underlying growth of 6% excluding the prior-year impact of the Taylor Swift’s “Eras” Tour.
•Revenue of $449 million equal to 19% of GMS.
•Net loss of $535 million inclusive of $479 million of non-recurring, non-cash valuation allowance expense.
•Adjusted EBITDA1 of $63 million, representing a 14% margin.
•Paid down $150 million of USD term loan principal.
Eric Baker, Founder, Chairman and Chief Executive Officer of StubHub, commented, “In 2025, we achieved several significant milestones: delivering strong marketplace growth, maintaining our best-in-class financial profile with healthy margins and strong cash flow conversion, and significantly strengthening our balance sheet. These achievements position us exceptionally well for the opportunities that lie ahead.”
Baker continued, “2025 reinforced that StubHub's mission remains as relevant as ever — democratizing access to live experiences and creating transparency in the ticket marketplace. Our disciplined and strategic approach of investments in both our core resale business and new TAM opportunities positions us to deliver sustainable long-term value for all our stakeholders. We've built meaningful partnerships with premier venues and teams, expanded our global footprint, and continued investing in technology that enhances the fan experience. Our full-year performance validates our long-term strategy and the substantial value we're creating for fans, partners, and shareholders alike.”
Full Year 2026 Guidance
The Company is providing full year 2026 guidance. The Company expects 2026 GMS of $9.9 billion to $10.1 billion and 2026 Adjusted EBITDA2 of $400 million to $420 million. These guidance ranges reflect the evolution from building competitive advantages in 2025 to leveraging those advantages as the Company continues to grow share while inflecting margins. Additional assumptions include: 1) North American market growth, 2) international expansion continuing to outpace North America, 3) improved marketing efficiency driving higher returns while maintaining share gains, and 4) consistent take rates and strong gross margins in our core marketplace operations.
1.For definitions, please refer to “Key Business Metric and Non-GAAP Financial Measures” below. Please also refer to the tables under “Reconciliations of GAAP to Non-GAAP Financial Measures” below.
2.A reconciliation of the Company’s Adjusted EBITDA guidance to the corresponding GAAP measure is not available on a forward-looking basis without unreasonable effort due to the uncertainty of expenses that may be incurred in the future, although it is important to note that these factors could be material to the Company’s results computed in accordance with GAAP. For example, stock-based compensation-related charges are impacted by the timing of employee stock transactions, the future fair market value of the Company’s Class A common stock, and the Company’s future hiring and retention needs, all of which are difficult to predict and subject to constant change.
Conference Call and Webcast Information
StubHub will host a conference call and audio webcast today, March 4, 2026 at 5:00 PM Eastern Time, during which management will discuss fourth quarter and full year results and provide commentary on business performance.
A live audio webcast of the earnings conference call may be accessed on StubHub’s website at investors.stubhub.com, along with a copy of the earnings call presentation and this press release.
The audio webcast will be available on the Company’s investor relations website for up to 12 months following the conclusion of the call.
About StubHub
StubHub is a leading global ticketing marketplace for live events. StubHub services customers in over 200 countries and territories, supporting over 30 languages and accepting payments in over 45 currencies – from sports to music, comedy to dance, festivals to theater. StubHub offers a safe and convenient way to buy or sell tickets to live events across the world for memorable live experiences.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including the Company’s statements regarding its financial outlook for the full year 2026, its market position, future revenue opportunities, growth strategies, and its ability to deliver sustainable long-term value for its stakeholders. The Company’s actual results may differ materially from expectations, and reported results should not be considered as an indication of future performance. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “hope,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” or similar expressions. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied, and you should not rely on these as predictions of future events. Factors that may cause differences include, without limitation: the demand for tickets on our platform or for live events in general; our ability to maintain relationships with buyers and sellers, including individual sellers, professional sellers and content rights holders; changes in or any limitation or discontinuation of support by internet search engines and related technologies that impact how consumers find information online; our ability to compete in the ticketing industry against current or future competitors; our ability to continue to improve our platform and maintain and enhance our brands; our ability to expand into adjacent market opportunities across live entertainment and into additional live event and experience categories; our ability to expand the adoption of our platform for direct issuance and disrupt the legacy primary ticketing model; the effects of seasonal trends on our results of operations; our ability to attract and retain a qualified management team and other team members while controlling our labor costs; our ability to effectively manage our exposure to fluctuations in foreign currency exchange rates and rising inflation rates; our ability to comply with existing laws, rules and regulations as well as the implementation of new or changing laws, rules and regulations and other legal uncertainties; the impact of extraordinary events or adverse economic conditions on discretionary consumer and corporate spending or on the supply and demand of live events; our ability to successfully defend against litigation; our ability to maintain the integrity of our information systems and infrastructure, and to mitigate possible cybersecurity risks; our ability to generate sufficient cash flows or raise additional capital necessary to fund our operations or service our debt, contractual commitments or obligations; our ability to remediate material weaknesses in our internal control over financial reporting; and the increased expenses associated with being a public company. For additional information on other potential risks and uncertainties that could cause actual results to differ from expected results, please refer to our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2025. All forward-looking statements are based on information available to us as of the date of this press release and are made only as of such date. The Company undertakes no obligation to update these statements to reflect subsequent events or circumstances, except as required by law.
Contact
Investors:
ir@stubhub.com
Media:
pr@stubhub.com
STUBHUB HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)
(unaudited)
| Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenue | $ | 449,173 | $ | 533,415 | $ | 1,745,188 | $ | 1,770,645 | |||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||
Cost of revenue (exclusive of depreciation and amortization shown separately below) | 75,882 | 128,183 | 313,984 | 334,102 | |||||||||||||||||||
Operations and support | 14,595 | 15,072 | 63,229 | 59,451 | |||||||||||||||||||
Sales and marketing | 236,471 | 221,308 | 971,717 | 827,972 | |||||||||||||||||||
General and administrative | 143,467 | 89,602 | 1,714,628 | 386,531 | |||||||||||||||||||
| Depreciation and amortization | 6,437 | 6,393 | 25,604 | 24,532 | |||||||||||||||||||
Total costs and expenses | 476,852 | 460,558 | 3,089,162 | 1,632,588 | |||||||||||||||||||
(Loss) income from operations | (27,679) | 72,857 | (1,343,974) | 138,057 | |||||||||||||||||||
| Interest income | 10,833 | 9,832 | 42,412 | 41,118 | |||||||||||||||||||
| Interest expense | (18,370) | (45,209) | (140,035) | (179,778) | |||||||||||||||||||
| Other income (expense), net | — | — | 4,552 | 1,907 | |||||||||||||||||||
| Foreign currency (losses) gains | (3,361) | 46,458 | (89,664) | 41,070 | |||||||||||||||||||
| Loss on extinguishment of debt | (3,038) | — | (18,492) | (8,216) | |||||||||||||||||||
| (Losses) gains on derivatives | (776) | 721 | (139) | 3,101 | |||||||||||||||||||
| Total other expense, net | (14,712) | 11,802 | (201,366) | (100,798) | |||||||||||||||||||
| (Loss) income before income taxes | (42,391) | 84,659 | (1,545,340) | 37,259 | |||||||||||||||||||
| (Provision) benefit for income taxes | (492,922) | (30,469) | (360,594) | (40,059) | |||||||||||||||||||
| Net (loss) income | $ | (535,313) | $ | 54,190 | $ | (1,905,934) | $ | (2,800) | |||||||||||||||
| Net (loss) income attributable to common stockholders | $ | (549,259) | $ | 40,709 | $ | (1,992,391) | $ | (55,115) | |||||||||||||||
| Net (loss) income per share attributable to common stockholders: | |||||||||||||||||||||||
| Basic | $ | (1.56) | $ | 0.13 | $ | (6.25) | $ | (0.18) | |||||||||||||||
| Diluted | $ | (1.56) | $ | 0.13 | $ | (6.27) | $ | (0.18) | |||||||||||||||
| Weighted-average shares used in computing net (loss) income per share attributable to common stockholders: | |||||||||||||||||||||||
| Basic | 352,889,962 | 304,431,289 | 318,572,309 | 304,359,896 | |||||||||||||||||||
| Diluted | 354,212,489 | 309,841,643 | 319,233,573 | 304,359,896 | |||||||||||||||||||
STUBHUB HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data, unaudited)
| December 31, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Assets | ||||||||||||||
| Current assets: | ||||||||||||||
| Cash and cash equivalents | $ | 1,241,587 | $ | 1,000,965 | ||||||||||
| Accounts receivable | 6,909 | 5,473 | ||||||||||||
| Inventory | 9,228 | 16,145 | ||||||||||||
| Prepaid expenses and other current assets | 37,924 | 28,772 | ||||||||||||
| Total current assets | 1,295,648 | 1,051,355 | ||||||||||||
| Non-current assets: | ||||||||||||||
| Property and equipment, net | 73,254 | 6,514 | ||||||||||||
| Trademarks and trade names | 864,800 | 864,800 | ||||||||||||
| Other intangible assets, net | 38,243 | 59,855 | ||||||||||||
| Goodwill | 2,686,701 | 2,686,701 | ||||||||||||
| Restricted cash | 17,543 | 14,634 | ||||||||||||
| Deferred tax assets | 2,083 | 248,482 | ||||||||||||
| Other non-current assets | 75,781 | 161,244 | ||||||||||||
| Total assets | $ | 5,054,053 | $ | 5,093,585 | ||||||||||
| Liabilities, Redeemable Preferred Stock, Redeemable Common Stock, and Stockholders’ Equity | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Accounts payable | $ | 71,087 | $ | 112,633 | ||||||||||
| Payments due to buyers and sellers | 845,892 | 706,783 | ||||||||||||
| Accrued expenses and other current liabilities (including $17,894 and $0 under the fair value option, respectively) | 334,305 | 269,104 | ||||||||||||
| Long-term debt obligations, current | — | 19,526 | ||||||||||||
| Total current liabilities | 1,251,284 | 1,108,046 | ||||||||||||
| Non-current liabilities: | ||||||||||||||
| Long-term debt obligations, non-current | 1,506,957 | 2,311,981 | ||||||||||||
| Deferred tax liabilities | 93,226 | — | ||||||||||||
| Other non-current liabilities (including $0 and $70,397 under the fair value option, respectively) | 260,971 | 295,816 | ||||||||||||
| Total liabilities | 3,112,438 | 3,715,843 | ||||||||||||
| Commitments and contingencies | ||||||||||||||
| Redeemable preferred stock, $0.001 par value; 100,000,000 and 28,000,000 shares authorized as of December 31, 2025 and December 31, 2024, respectively; 794,893 and 510,000 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively; aggregate liquidation preference of $1,027,583 and $665,561 as of December 31, 2025 and December 31, 2024, respectively | 758,027 | 474,920 | ||||||||||||
| Redeemable common stock, $0.001 par value; zero and 1,472,965 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively | — | 22,258 | ||||||||||||
| Stockholders’ equity: | ||||||||||||||
| Class A common stock, $0.001 par value; 3,000,000,000 and 365,000,000 shares authorized as of December 31, 2025 and December 31, 2024, respectively; 321,320,641 and 273,872,642 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively | 321 | 274 | ||||||||||||
| Class B common stock, $0.001 par value; 200,000,000 and 50,000,000 shares authorized as of December 31, 2025 and December 31, 2024, respectively; 24,750,000 shares issued and outstanding as of December 31, 2025 and December 31, 2024 | 25 | 25 | ||||||||||||
| Class C common stock, $0.001 par value; zero and 16,077,175 shares authorized as of December 31, 2025 and December 31, 2024, respectively; zero and 4,328,764 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively | — | 4 | ||||||||||||
| Additional paid-in capital | 4,522,498 | 2,255,500 | ||||||||||||
| Accumulated other comprehensive income | 71,347 | 129,430 | ||||||||||||
| Accumulated deficit | (3,410,603) | (1,504,669) | ||||||||||||
| Total stockholders’ equity | 1,183,588 | 880,564 | ||||||||||||
| Total liabilities, redeemable preferred stock, redeemable common stock, and stockholders’ equity | $ | 5,054,053 | $ | 5,093,585 | ||||||||||
STUBHUB HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited)
| Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Cash flows from operating activities: | |||||||||||||||||||||||
| Net (loss) income | $ | (535,313) | $ | 54,190 | $ | (1,905,934) | $ | (2,800) | |||||||||||||||
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: | |||||||||||||||||||||||
| Depreciation | 708 | 592 | 2,537 | 2,249 | |||||||||||||||||||
| Amortization of intangible assets | 5,729 | 5,801 | 23,067 | 22,283 | |||||||||||||||||||
| Stock-based compensation | 34,889 | 3,381 | 1,447,668 | 7,737 | |||||||||||||||||||
| Amortization of debt issuance costs | 1,514 | 2,113 | 8,049 | 9,358 | |||||||||||||||||||
| Losses on derivatives | 4,362 | 3,023 | 11,964 | 14,219 | |||||||||||||||||||
| Amortization of unrealized losses on cash flow hedge | (7,455) | (1,860) | (31,379) | (7,399) | |||||||||||||||||||
| Unrealized foreign exchange losses (gains) | 3,748 | (49,787) | 91,395 | (40,508) | |||||||||||||||||||
| Loss on extinguishment of debt | 3,038 | — | 18,492 | 8,216 | |||||||||||||||||||
| Deferred income taxes | 492,274 | 41,776 | 356,816 | 57,709 | |||||||||||||||||||
| Fair value change for preferred stocks and preferred stock bifurcated derivatives | (4,378) | 2,690 | 11,447 | 9,239 | |||||||||||||||||||
| Other | 4,629 | 309 | 11,469 | 4,862 | |||||||||||||||||||
| Changes in operating assets and liabilities: | |||||||||||||||||||||||
| Accounts receivable | (663) | 1,741 | (1,154) | 6,924 | |||||||||||||||||||
| Inventory | (13,385) | 3,670 | (6,083) | (19,838) | |||||||||||||||||||
| Prepaid expenses and other current assets | (1,795) | 4,686 | (9,920) | 4,135 | |||||||||||||||||||
| Other non-current assets | (302) | (8,975) | (1,969) | (29,951) | |||||||||||||||||||
| Operating lease right-of-use assets | 1,209 | 939 | 4,568 | 4,757 | |||||||||||||||||||
| Accounts payable | 5,624 | 96,561 | (44,313) | 73,457 | |||||||||||||||||||
| Payments due to buyers and sellers | (24,662) | (251,412) | 106,503 | 30,160 | |||||||||||||||||||
| Accrued expenses and other current liabilities | 11,059 | (36,494) | 37,659 | 91,447 | |||||||||||||||||||
| Other non-current liabilities | 31,237 | (21,886) | 65,076 | 19,724 | |||||||||||||||||||
| Operating lease liabilities | (934) | (506) | (3,389) | (4,493) | |||||||||||||||||||
Net cash provided by (used in) operating activities | 11,133 | (149,448) | 192,569 | 261,487 | |||||||||||||||||||
| Cash flows from investing activities: | |||||||||||||||||||||||
| Capitalized software development costs | (8,690) | (521) | (31,532) | (2,625) | |||||||||||||||||||
| Purchases of property and equipment | (223) | (340) | (1,393) | (1,666) | |||||||||||||||||||
| Purchases of intangible assets | (257) | (316) | (1,455) | (2,086) | |||||||||||||||||||
| Net cash used in investing activities | (9,170) | (1,177) | (34,380) | (6,377) | |||||||||||||||||||
| Cash flows from financing activities: | |||||||||||||||||||||||
| Proceeds from issuance of common stock upon initial public offering, net of underwriting discounts and commissions | — | — | 758,000 | — | |||||||||||||||||||
| Proceeds from issuance of Series M redeemable preferred stock | — | — | — | 24,025 | |||||||||||||||||||
| Proceeds from issuance of Series N redeemable preferred stock | — | — | 50,000 | — | |||||||||||||||||||
| Proceeds from issuance of Series O redeemable preferred stock | — | — | 254,893 | — | |||||||||||||||||||
| Proceeds from issuance of Class A common stock upon exercise of stock options and warrants | 100 | — | 159 | 1,123 | |||||||||||||||||||
| Proceeds from issuance of debt | — | — | — | 443,465 | |||||||||||||||||||
| Proceeds from partial interest rate swap termination | 3,740 | — | 17,750 | — | |||||||||||||||||||
STUBHUB HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS - continued
(In thousands)
(unaudited)
| Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Repurchase and retirement of Class A and Class C common stock | (5) | — | (1,005) | — | |||||||||||||||||||
| Repayment of long-term debt obligations | (150,000) | (4,882) | (909,763) | (506,591) | |||||||||||||||||||
| Payment of tax withholding obligations on vested equity awards | (4,657) | — | (86,264) | — | |||||||||||||||||||
| Payments of deferred offering costs | (1,928) | (3,332) | (11,978) | (5,962) | |||||||||||||||||||
| Payment of debt issuance costs | — | — | — | (2,770) | |||||||||||||||||||
Net cash (used in) provided by financing activities | (152,750) | (8,214) | 71,792 | (46,710) | |||||||||||||||||||
| Effect of exchange rate changes on cash, cash equivalents, and restricted cash | 514 | (11,600) | 13,238 | (13,542) | |||||||||||||||||||
Net (decrease) increase in cash, cash equivalents, and restricted cash | (150,273) | (170,439) | 243,219 | 194,858 | |||||||||||||||||||
| Cash, cash equivalents, and restricted cash at beginning of period | 1,409,403 | 1,186,350 | 1,015,911 | 821,053 | |||||||||||||||||||
| Cash, cash equivalents, and restricted cash at end of period | $ | 1,259,130 | $ | 1,015,911 | $ | 1,259,130 | $ | 1,015,911 | |||||||||||||||
| Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets: | |||||||||||||||||||||||
| Cash and cash equivalents | $ | 1,241,587 | $ | 1,000,965 | $ | 1,241,587 | $ | 1,000,965 | |||||||||||||||
| Restricted cash in prepaid expenses and other current assets | — | 312 | — | 312 | |||||||||||||||||||
| Restricted cash | 17,543 | 14,634 | 17,543 | 14,634 | |||||||||||||||||||
Total cash, cash equivalents, and restricted cash | $ | 1,259,130 | $ | 1,015,911 | $ | 1,259,130 | $ | 1,015,911 | |||||||||||||||
| Supplemental cash flow information | |||||||||||||||||||||||
| Cash paid for: | |||||||||||||||||||||||
| Interest | $ | 34,652 | $ | 56,499 | $ | 194,094 | $ | 234,222 | |||||||||||||||
| Income tax | $ | 6,847 | $ | 4,616 | $ | 19,326 | $ | 5,327 | |||||||||||||||
| Non-cash investing and financing activities: | |||||||||||||||||||||||
| Stock-based compensation capitalized in development of capitalized software | $ | 7,054 | $ | — | $ | 35,396 | $ | — | |||||||||||||||
| Deferred offering costs accrued, unpaid | $ | (1,928) | $ | (1,008) | $ | 2,407 | $ | 3,934 | |||||||||||||||
Key Business Metric and Non-GAAP Financial Measures
StubHub regularly reviews the key business metric, GMS, and the non-GAAP financial measures, Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow, Net Leverage, Adjusted Gross Margin, Adjusted Sales and Marketing Expenses, Adjusted Operations and Support Expenses, and Adjusted General and Administrative Expenses to evaluate our business, measure our performance, identify trends, prepare financial projections and make business decisions. The measures set forth below should be considered in addition to, not as a substitute for or in isolation from, our financial results prepared in accordance with GAAP. Other companies, including companies in our industry, may calculate these measures differently or not at all, which reduces their usefulness as comparative measures. A reconciliation of the non-GAAP financial measures, to the most directly comparable financial measures calculated in accordance with GAAP is set forth below under “Reconciliations of GAAP to Non-GAAP Financial Measures.” A reconciliation of the Company’s Adjusted EBITDA guidance to the corresponding GAAP measure is not available on a forward-looking basis without unreasonable effort due to the uncertainty of expenses that may be incurred in the future, although it is important to note that these factors could be material to the Company’s results computed in accordance with GAAP. For example, stock-based compensation-related charges are impacted by the timing of employee stock transactions, the future fair market value of the Company’s Class A common stock, and the Company’s future hiring and retention needs, all of which are difficult to predict and subject to constant change.
Gross Merchandise Sales represents the total dollar value paid by buyers for ticket transactions and fulfillment. GMS includes fees we charge buyers and sellers that can vary by transaction, as well as the net proceeds we remit to sellers. Our definition of GMS does not include applicable sales, value-added and other indirect taxes, shipping costs and the impact of discounts and coupons as well as event cancellations or expected cancellations after the initial transaction on our platform. We believe it is useful to exclude these items, primarily refunds due to event cancellations, as GMS is a key metric used by management to measure business performance.
Adjusted EBITDA is calculated as net (loss) income excluding results from non-operating sources including interest income and expense, (provision) benefit for income taxes, other income (expense), net, foreign currency gains losses, (losses) gains on derivatives, depreciation and amortization, acquisition-related costs, stock-based compensation expense, debt refinancing costs and loss on extinguishment of debt, indirect tax contingency costs, litigation reserves and other costs and expenses. Adjusted EBITDA is a key performance measure that our management team uses to assess our operating performance. We present Adjusted EBITDA because management believes it is helpful in highlighting trends in our operating results as it excludes certain items, such as stock-based compensation expense, which are non-cash or whose fluctuations from period-to-period do not necessarily correspond to changes in the operating results of our business. Moreover, it is frequently used by analysts, investors and other interested parties to evaluate companies in our industry.
Adjusted EBITDA has limitations as an analytical measure and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. In addition, other companies, including companies in our industry, may calculate Adjusted EBITDA differently, which reduces its usefulness as a comparative measure. Because of these limitations, you should consider Adjusted EBITDA alongside other financial performance measures, including various cash flow metrics, net (loss) income and other GAAP results.
Free Cash Flow is defined as net cash provided by (used in) operating activities less capital expenditures, which includes purchases of property and equipment, purchases of intangible assets and capitalized software development costs (excluding capitalized stock-based compensation expense). We believe that Free Cash Flow is a meaningful indicator of liquidity for management and investors and, in particular, the amount of cash generated from operations that, after capital expenditures, can be used for strategic initiatives, including continuous investment in our business and strengthening our balance sheet. A limitation of the use of Free Cash Flow is that it does not represent the total increase or decrease in our cash balance for the period. Free Cash Flow should not be considered in isolation or as an alternative to cash flows from operations and should be considered alongside our other financial liquidity measures, such as net cash provided by (used in) operating activities and our other GAAP results.
Net Leverage is defined as (a) total debt, less cash and cash equivalents plus payments due to sellers divided by (b) trailing twelve months Adjusted EBITDA. We believe that Net Leverage provides investors a more complete understanding of our leverage position and borrowing capacity after factoring in cash and cash equivalents that eventually could be used to repay outstanding debt.
Adjusted Gross Margin is defined as (a) revenue less Adjusted Cost of Revenue (which is cost of revenue excluding stock-based compensation expense) divided by (b) revenue. We present Adjusted Gross Margin because management believes it is helpful in highlighting trends in our operating results as it excludes stock-based compensation expense, which is a non-cash expense.
Adjusted Sales and Marketing Expenses is defined as sales and marketing expense excluding stock-based compensation expense. We present Adjusted Sales and Marketing Expenses because management believes it is helpful in highlighting trends in our expense management as it excludes stock-based compensation expense, which is a non-cash expense.
Adjusted Operations and Support Expenses is defined as operations and support expenses excluding stock-based compensation expense. We present Adjusted Operations and Support Expenses because management believes it is helpful in highlighting trends in our expense management as it excludes stock-based compensation expense, which is a non-cash expense.
Adjusted General and Administrative Expenses is defined as general and administrative expense excluding stock-based compensation expense, acquisition related costs, debt refinancing costs, indirect tax contingency costs, litigation reserves and other costs and expenses that we do not consider to be representative of the ongoing financial performance of our core business. We present Adjusted General and Administrative Expenses because management believes it is helpful in highlighting trends in our expense management as it excludes certain items, such as stock-based compensation expense, which are non-cash or whose fluctuations from period-to-period do not necessarily correspond to changes in the operating results of our business.
STUBHUB HOLDINGS, INC.
RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES
(In thousands, except percentages)
(unaudited)
Adjusted EBITDA
| Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
Net (loss) income | $ | (535,313) | $ | 54,190 | $ | (1,905,934) | $ | (2,800) | |||||||||||||||
| Add (deduct): | |||||||||||||||||||||||
| Interest income | (10,833) | (9,832) | (42,412) | (41,118) | |||||||||||||||||||
| Interest expense | 18,370 | 45,209 | 140,035 | 179,778 | |||||||||||||||||||
| Provision (benefit) for income taxes | 492,922 | 30,469 | 360,594 | 40,059 | |||||||||||||||||||
| Other (income) expense, net | — | — | (4,552) | (1,907) | |||||||||||||||||||
| Foreign currency losses (gains) | 3,361 | (46,458) | 89,664 | (41,070) | |||||||||||||||||||
| Losses (gains) on derivatives | 776 | (721) | 139 | (3,101) | |||||||||||||||||||
| Depreciation and amortization | 6,437 | 6,393 | 25,604 | 24,532 | |||||||||||||||||||
Debt refinancing costs and loss on extinguishment of debt(1) | 3,038 | — | 18,492 | 33,886 | |||||||||||||||||||
Acquisition-related costs(2) | — | 125 | 250 | 1,374 | |||||||||||||||||||
Stock-based compensation expense(3) | 34,889 | 3,381 | 1,447,668 | 7,737 | |||||||||||||||||||
Indirect tax contingency costs(4) | 18,566 | 14,094 | 53,504 | 52,118 | |||||||||||||||||||
Litigation reserves(5) | 30,080 | 5,727 | 37,080 | 44,483 | |||||||||||||||||||
Other costs and expenses(6) | 362 | 1,789 | 12,304 | 4,704 | |||||||||||||||||||
Adjusted EBITDA | $ | 62,655 | $ | 104,366 | $ | 232,436 | $ | 298,675 | |||||||||||||||
Revenue | $ | 449,173 | $ | 533,415 | $ | 1,745,188 | $ | 1,770,645 | |||||||||||||||
Net (loss) income as a percentage of revenue | (119)% | 10% | (109)% | 0% | |||||||||||||||||||
Adjusted EBITDA as a percentage of revenue | 14% | 20% | 13% | 17% | |||||||||||||||||||
1.During the three months ended December 31, 2025 and 2024, we incurred $3.0 million and zero, respectively of loss on extinguishment of debt as a result of our early principal payments related to the 2024 USD Term Loan of $150.0 million and during the year ended December 31, 2025, we incurred $18.5 million of loss on extinguishment of debt, as a result of our early principal payments related to the 2024 USD Term Loan of $750.0 million and $150.0 million, which are non-recurring transactions. During the year ended December 31, 2024, we incurred $25.7 million of professional service fees related to our debt refinancing in 2024, which is a non-recurring transaction, and $8.2 million of loss on extinguishment of debt. As such, we do not consider these associated costs to be representative of the ongoing financial performance of our core business.
2.During the three months ended December 31, 2025 and 2024, we incurred zero and $0.1 million of transaction and integration costs, respectively, and during the years ended December 31, 2025 and 2024, we incurred $0.3 million and $1.4 million of transaction and integration costs, respectively, attributable to activities associated with our acquisition of the StubHub business from eBay Inc. (the "StubHub Acquisition"), including for certain personnel-related integration costs for certain StubHub employees we retained following the StubHub Acquisition, significant legal and other consultative fees in connection with the U.K. Competition and Markets Authority's approval proceedings and efforts to integrate acquired information technology infrastructure. We do not consider these costs to be representative of the ongoing financial performance of our core business, and we do not expect these costs to be significant going forward.
3.Upon our IPO, we recognized $1,400.7 million of stock-based compensation expense, net of $27.1 million capitalized for internally developed software, associated with RSUs, stock options and restricted stock for which the service-based and performance-based vesting conditions, as applicable, were fully or partially satisfied in connection with the IPO.
4.During the three months ended December 31, 2025 and 2024, we incurred $17.9 million and $13.1 million of expenses, respectively, associated with potential indirect tax contingencies for withholding obligations and $0.7 million and $1.0 million of professional service costs, respectively. During the years ended December 31, 2025 and 2024, we incurred $51.5 million and $44.1 million of expenses,
respectively, associated with potential indirect tax contingencies for withholding obligations and $2.0 million and $8.0 million of professional service costs, respectively.
5.During the three months ended December 31, 2025 and 2024, we incurred $30.1 million and $5.7 million, respectively, and during the years ended December 31, 2025 and 2024, we incurred $37.1 million and $44.5 million, respectively, for expenses due to a litigation-related loss contingency for specific matters for which we deemed loss to be probable as described in Note 14, “Commitments and Contingencies” to our consolidated financial statements. We do not consider these costs to be representative of ordinary course litigation or the ongoing financial performance of our core business.
6.Represents (a) a one-time expense to terminate an intellectual property rights licensing agreement of $7.7 million for the year ended December 31, 2025, (b) personnel-related costs related to our customer service office closure of zero and $1.8 million for the three months ended December 31, 2025 and 2024, respectively, and $0.2 million and $3.5 million for the years ended December 31, 2025 and 2024, respectively, (c) a one-time expense related to our IPO of $0.4 million and $4.4 million for the three months and year ended December 31, 2025, respectively, and (d) entity restructuring costs associated with the transfer of certain intangible assets and restructuring of our wholly owned subsidiaries of $1.2 million for the year ended December 31, 2024. We do not consider these expenses to be representative of the ongoing financial performance of our core business.
Free Cash Flow
| Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
Net cash provided by (used in) operating activities(1) | $ | 11,133 | $ | (149,448) | $ | 192,569 | $ | 261,487 | |||||||||||||||
| Less: Capitalized software development costs | (8,690) | (521) | (31,532) | (2,625) | |||||||||||||||||||
| Less: Purchases of property and equipment | (223) | (340) | (1,393) | (1,666) | |||||||||||||||||||
| Less: Purchases of intangible assets | (257) | (316) | (1,455) | (2,086) | |||||||||||||||||||
Free cash flow | $ | 1,963 | $ | (150,625) | $ | 158,189 | $ | 255,110 | |||||||||||||||
1.Includes $24.5 million, $38.5 million, $139.5 million and $147.1 million of interest payments on our outstanding debt, net of cash received on the settlement of interest rate swap derivatives for the three months ended December 31, 2025 and 2024 and for the years ended December 31, 2025 and 2024, respectively.
Reconciliation of Cost of Revenue to Adjusted Cost of Revenue
| Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Cost of revenue | $ | 75,882 | $ | 128,183 | $ | 313,984 | $ | 334,102 | |||||||||||||||
Add (deduct): | |||||||||||||||||||||||
| Stock-based compensation expense | (452) | — | (23,808) | — | |||||||||||||||||||
Adjusted cost of revenue | $ | 75,430 | $ | 128,183 | $ | 290,176 | $ | 334,102 | |||||||||||||||
Reconciliation of Operations and Support Expenses to Adjusted Operations and Support Expenses
| Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Operations and support | $ | 14,595 | $ | 15,072 | $ | 63,229 | $ | 59,451 | |||||||||||||||
Add (deduct): | |||||||||||||||||||||||
| Stock-based compensation expense | (95) | — | (6,033) | — | |||||||||||||||||||
Adjusted operations and support | $ | 14,500 | $ | 15,072 | $ | 57,196 | $ | 59,451 | |||||||||||||||
Reconciliation of Sales and Marketing Expenses to Adjusted Sales and Marketing Expenses
| Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Sales and marketing | $ | 236,471 | $ | 221,308 | $ | 971,717 | $ | 827,972 | |||||||||||||||
Add (deduct): | |||||||||||||||||||||||
| Stock-based compensation expense | (2,378) | — | (28,840) | — | |||||||||||||||||||
Adjusted sales and marketing | $ | 234,093 | $ | 221,308 | $ | 942,877 | $ | 827,972 | |||||||||||||||
Reconciliation of General and Administrative Expenses to Adjusted General and Administrative Expenses
| Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| General and administrative | $ | 143,467 | $ | 89,602 | $ | 1,714,628 | $ | 386,531 | |||||||||||||||
Add (deduct): | |||||||||||||||||||||||
| Stock-based compensation expense | (31,964) | (3,381) | (1,388,987) | (7,737) | |||||||||||||||||||
| Litigation reserves | (30,080) | (5,727) | (37,080) | (44,483) | |||||||||||||||||||
| Indirect tax contingency costs | (18,566) | (14,094) | (53,504) | (52,118) | |||||||||||||||||||
| Debt refinancing costs | — | — | — | (25,670) | |||||||||||||||||||
Acquisition-related costs | — | (125) | (250) | (1,374) | |||||||||||||||||||
Other costs and expenses | (362) | (1,789) | (12,304) | (4,704) | |||||||||||||||||||
Adjusted general and administrative | $ | 62,495 | $ | 64,486 | $ | 222,503 | $ | 250,445 | |||||||||||||||
Reconciliation of Adjusted Gross Margin
| Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Revenue | $ | 449,173 | $ | 533,415 | $ | 1,745,188 | $ | 1,770,645 | |||||||||||||||
| Cost of revenue | 75,882 | 128,183 | 313,984 | 334,102 | |||||||||||||||||||
Stock-based compensation expense | (452) | — | (23,808) | — | |||||||||||||||||||
| Adjusted cost of revenue | 75,430 | 128,183 | 290,176 | 334,102 | |||||||||||||||||||
Adjusted gross margin | $ | 373,743 | $ | 405,232 | $ | 1,455,012 | $ | 1,436,543 | |||||||||||||||
| Adjusted gross margin as a percentage of revenue | 83% | 76% | 83% | 81% | |||||||||||||||||||
Reconciliation of Net (Loss) Income to TTM Adjusted EBITDA
| Three Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||
December 31, 2025 | September 30, 2025 | June 30, 2025 | March 31, 2025 | December 31, 2024 | September 30, 2024 | June 30, 2024 | March 31, 2024 | ||||||||||||||||||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
Net (loss) income | $ | (535,313) | $ | (1,294,609) | $ | (53,829) | $ | (22,183) | $ | 54,190 | $ | (33,012) | $ | (7,920) | $ | (16,058) | |||||||||||||||||||||||||||||||
| Add (deduct): | |||||||||||||||||||||||||||||||||||||||||||||||
| Interest income | (10,833) | (12,912) | (10,365) | (8,302) | (9,832) | (11,045) | (11,283) | (8,958) | |||||||||||||||||||||||||||||||||||||||
| Interest expense | 18,370 | 35,360 | 43,868 | 42,437 | 45,209 | 47,548 | 45,617 | 41,404 | |||||||||||||||||||||||||||||||||||||||
Provision (benefit) for income taxes | 492,922 | (106,240) | (17,594) | (8,494) | 30,469 | (16,815) | 35,906 | (9,501) | |||||||||||||||||||||||||||||||||||||||
Other (income) expense, net | — | (4,904) | 352 | — | — | (1,907) | — | — | |||||||||||||||||||||||||||||||||||||||
Foreign currency losses (gains) | 3,361 | 1,133 | 61,125 | 24,045 | (46,458) | 19,519 | (5,320) | (8,811) | |||||||||||||||||||||||||||||||||||||||
| Losses (gains) on derivatives | 776 | (1,471) | 1,499 | (665) | (721) | 7,858 | (3,666) | (6,572) | |||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 6,437 | 6,411 | 6,412 | 6,344 | 6,393 | 6,168 | 6,070 | 5,901 | |||||||||||||||||||||||||||||||||||||||
| Debt refinancing costs and loss on extinguishment of debt | 3,038 | 15,454 | — | — | — | — | 603 | 33,283 | |||||||||||||||||||||||||||||||||||||||
Acquisition-related costs | — | — | 125 | 125 | 125 | 125 | 125 | 999 | |||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | 34,889 | 1,405,248 | 2,037 | 5,494 | 3,381 | 1,426 | 622 | 2,308 | |||||||||||||||||||||||||||||||||||||||
| Indirect tax contingency costs | 18,566 | 12,992 | 12,981 | 8,965 | 14,094 | 11,755 | 11,486 | 14,783 | |||||||||||||||||||||||||||||||||||||||
Litigation reserves | 30,080 | 7,000 | — | — | 5,727 | 22,379 | — | 16,377 | |||||||||||||||||||||||||||||||||||||||
Other costs and expenses | 362 | 4,031 | 7,731 | 180 | 1,789 | 1,751 | 649 | 515 | |||||||||||||||||||||||||||||||||||||||
Adjusted EBITDA | $ | 62,655 | $ | 67,493 | $ | 54,342 | $ | 47,946 | $ | 104,366 | $ | 55,750 | $ | 72,889 | $ | 65,670 | |||||||||||||||||||||||||||||||
| TTM Adjusted EBITDA | $ | 232,436 | $ | 274,147 | $ | 262,404 | $ | 280,951 | $ | 298,675 | |||||||||||||||||||||||||||||||||||||
Reconciliation of Net Cash Provided by (Used in) Operating Activities to TTM Free Cash Flow
Three Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||
December 31, 2025 | September 30, 2025 | June 30, 2025 | March 31, 2025 | December 31, 2024 | September 30, 2024 | June 30, 2024 | March 31, 2024 | ||||||||||||||||||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
| Net cash provided by (used in) operating activities | $ | 11,133 | $ | 3,795 | $ | 19,320 | $ | 158,321 | $ | (149,448) | $ | 12,357 | $ | 138,221 | $ | 260,357 | |||||||||||||||||||||||||||||||
| Less: Capitalized software development costs | (8,690) | (7,767) | (8,846) | (6,229) | (521) | (521) | (704) | (879) | |||||||||||||||||||||||||||||||||||||||
| Less: Purchases of property and equipment | (223) | (372) | (291) | (507) | (340) | (646) | (319) | (361) | |||||||||||||||||||||||||||||||||||||||
| Less: Purchases of intangible assets | (257) | (256) | (467) | (475) | (316) | (588) | (756) | (426) | |||||||||||||||||||||||||||||||||||||||
Free cash flow | $ | 1,963 | $ | (4,600) | $ | 9,716 | $ | 151,110 | $ | (150,625) | $ | 10,602 | $ | 136,442 | $ | 258,691 | |||||||||||||||||||||||||||||||
TTM cash flow provided by operations | $ | 192,569 | $ | 31,988 | $ | 40,550 | $ | 159,451 | $ | 261,487 | |||||||||||||||||||||||||||||||||||||
TTM free cash flow | $ | 158,189 | $ | 5,601 | $ | 20,803 | $ | 147,529 | $ | 255,110 | |||||||||||||||||||||||||||||||||||||
Net interest payment(1) | $ | 24,496 | $ | 39,629 | $ | 37,989 | $ | 37,362 | $ | 38,524 | $ | 40,128 | $ | 48,763 | $ | 19,730 | |||||||||||||||||||||||||||||||
Change in payments due to buyers and sellers(2) | $ | (24,662) | $ | (29,555) | $ | (30,832) | $ | 191,552 | $ | (251,412) | $ | (37,612) | $ | 68,751 | $ | 250,433 | |||||||||||||||||||||||||||||||
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 consolidated statements of cash flows.
Reconciliation of Net Leverage
| December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| (in thousands, except percentages) | |||||||||||
| 2024 Euro Term Loan | $ | 531,041 | $ | 471,049 | |||||||
| 2024 USD Term Loan | 1,004,187 | 1,913,950 | |||||||||
| Principal amount—senior credit facilities | 1,535,228 | 2,384,999 | |||||||||
| Add (deduct): | |||||||||||
| Cash and cash equivalents | (1,241,587) | (1,000,965) | |||||||||
Payments due to sellers(1) | 747,363 | 630,022 | |||||||||
Net Debt | $ | 1,041,004 | $ | 2,014,056 | |||||||
| TTM Adjusted EBITDA | $ | 232,436 | $ | 298,675 | |||||||
| Net Leverage | 4.5x | 6.7x | |||||||||
1.Reported within payments due to buyers and sellers in notes to the consolidated financial statements.
StubHub Holdings: FY2025 Shareholder Letter
March 2026
Exhibit 99.2
To our shareholders:
2025 was a pivotal year for StubHub. We grew our marketplace, further strengthened our competitive position, transformed our balance sheet, and became a public company. As we enter 2026, StubHub remains a leading global ticketing marketplace for live events with durable advantages: scale and liquidity, structurally strong financial fundamentals, and a diversified global footprint.
These fundamentals are built on our core strengths that continue to drive our competitive advantage:
•Leading marketplace position with a category-defining brand and approximately 50% market share of the secondary ticketing market in North America.1
•Proven network effects that create durable competitive advantages. As we attract more buyers through our leading distribution and global reach, sellers add more inventory and selection, which draws even more buyers and expands our distribution further.
•Asset-light business model delivering consistent take rates, over 80% adjusted gross margins, and strong free cash flow conversion. As an online marketplace, we generally do not take inventory risk and incur limited variable costs with each transaction, allowing us to reach large global audiences and generate substantial revenue with modest ongoing capital requirements.
•Extensive dataset across millions of global events. Our data on supply, demand, pricing, and user behavior enables differentiated product innovation, marketing optimization, and pricing intelligence that reinforces our market leadership.
•Scale is the defining advantage in our category. As the scale leader in secondary ticketing, our superior liquidity, trusted brand, and operational excellence create sustainable competitive advantages.
•An exceptional team with leadership experience built through decades of building and operating our business. I’m grateful to work alongside a group of high-caliber employees who show up every day for our customers—improving the product, strengthening trust, and delivering operational excellence at scale. We are also fortunate to have a deeply experienced management team—leaders who helped build this company from the ground up, raising the bar for StubHub year after year.
Together, these strengths position StubHub to capitalize on the expanding live event industry. We sit in a unique position at the intersection of technology and live events as we pursue our vision to be the global destination for fans to access live entertainment. We remain relentlessly focused on improving every part of the StubHub experience—from discovery and pricing transparency to fulfillment and support—because a better fan experience strengthens trust, drives conversion, and reinforces the marketplace flywheel.
Regarding our guidance for the year – StubHub’s financial performance in 2026 will continue to be driven by our core resale marketplace, which constitutes the vast majority of our revenue. Direct Issuance and Advertising remain compelling opportunities for us, but our FY2026 guidance does not assume any material revenue contribution from either initiative.
With this context in mind, this letter has three objectives.
1.Summarize our FY2025 business progress and financial performance
1Based on internal estimates, industry and market data, and publicly available information regarding the size of the North American secondary ticket market.
2.Provide our FY2026 outlook and guidance, which is grounded in our core resale business
3.Explain how we think about longer-term opportunities like Direct Issuance and Advertising
Our goal is to provide insights to allow you to evaluate our core business performance and track our progress toward our long-term vision.
FY2025 was a year of meaningful progress for StubHub, demonstrating our ability to execute and strengthen our competitive position. We continued to grow through a dynamic year that included the industry’s transition to all-in pricing while lapping the record-breaking Eras Tour. Despite these circumstances, we delivered $9.2 billion in GMS, representing 6% growth year-over-year, or 18% growth excluding The Eras Tour. Underlying supply and demand for live events continue to grow, and the secondary market remains a key component of this ecosystem.
Our growth was powered by continued market share gains in North America, where we improved our competitive position and strengthened our role as the scaled leader. Supported by strengthening marketplace fundamentals and ongoing progress across our core strategic advantages, we have expanded our business to approximately 50% of the secondary market.1 Even with this share of the secondary market, we still represent a small share of the overall ticketing market, underscoring our long-term growth runway. We also saw strong momentum internationally, where our expansion outpaced growth in North America, reinforcing the global opportunity ahead of us.
FY2025 was also a year of deliberate investment in our future. We invested in accelerating our market share expansion in our core business and building capabilities for our longer-term growth opportunities, including direct issuance. We grew our share of the point-of-sale market, the software workflow layer professional sellers use to price, manage, and distribute ticket inventory across marketplaces, increasingly strengthening our supply-side advantages in addition to our distribution leadership. Our financial profile allows us to make these investments while generating healthy margins and cash flow, with FY2025 Adjusted EBITDA of $232 million at a 13% Adjusted EBITDA margin and substantial free cash flow.
Finally, we improved our balance sheet position during FY2025, repaying ~$900 million in debt. Having navigated many cycles over our 20+ year history, including the financial crisis and COVID-19, we understand that maintaining flexibility through disciplined capital structure management is of utmost importance. Our debt service requirements have been significantly reduced with no maturities until 2030, providing us with financial flexibility to weather market cycles.
We believe FY2026 will reflect a scale-driven inflection for StubHub. We expect to grow GMS to $9.9 billion - $10.1 billion, representing 9% growth at the midpoint, and expand Adjusted EBITDA to $400 million - $420 million as our marketplace flywheels strengthen and operating leverage increases with scale.
Our guidance is established primarily based upon factors in our control and a business strategy we believe we can execute with high confidence. For FY2026, this reflects the earnings power of our core resale marketplace, which we expect will drive the vast majority of our revenue and profits, and includes disciplined operating expense to support Direct Issuance and Advertising, without assuming any material revenue contribution from either initiative. We will provide additional detail as these initiatives reach clear, repeatable momentum at meaningful scale.
Why We Guide Annually – The live event market is seasonal and can be variable quarter to quarter, particularly in concerts, where the timing of major tour on-sales and event schedules can shift across quarters from year to year. This can create lumpiness in quarterly growth rates, even when underlying business momentum is steady.
We see this clearly when comparing our Q4 2024 and Q4 2025 GMS, which are two sides of the same timing dynamic.
•Q4 2024 benefited from unusually favorable timing (including the finale of The Eras Tour and a concentrated set of major concert on-sales), contributing to an exceptionally strong period and year-over-year growth of 47%.
2
•Q4 2025 reflected the inverse timing dynamic. Our GMS was down 8% year-over-year, driven by lapping this unusually strong Q4 2024 comparison and by major concert on-sales being more spread across quarters.
Neither quarter on its own provides a representative view of the health or durable growth rate of our business. In fact, our market share was higher in the period GMS declined than in the period GMS grew significantly. For these reasons, we believe StubHub is best evaluated on an annual and last-twelve-months basis and that is why we provide annual rather than quarterly guidance. Over time, these timing effects normalize, and our focus remains on consistent share gains and long-term earnings power.
Our GMS growth formula reflects North American secondary market growth, market share gains, plus international growth. Understanding each component helps explain our comfort with the 8% to 10% growth range.
•North American Market Growth: This market has historically grown at low double-digit rates, with exceptions driven by timing and one-time industry events (e.g., COVID-19, The Eras Tour, all-in pricing, etc.). While there will continue to be a comparability impact from the all-in pricing transition until we lap its implementation in May, we believe underlying growth in the market remains strong.
•Market Share Gains in North America: StubHub has outgrown the market in recent years, while making disciplined investments into accelerating relative share. For 2026, we expect to continue gaining share while reducing these investments and increasing customer acquisition efficiency.
•International Growth: International markets account for approximately 15% of our GMS today. We expect GMS in international markets to grow at an accelerated rate, benefiting earlier-stage market development.
Our Adjusted EBITDA guidance assumes the economic engine that has long defined StubHub remains consistent: take rates (defined as revenue as % of GMS) in the 20% range, over 80% adjusted gross margins, and improving operating efficiency as we scale.
Given the structural strength of our unit economics, an important driver of earnings power is how efficiently we scale adjusted operating expenses, particularly adjusted Sales and Marketing, our largest expense line. To that end, our FY2026 plan reflects two key strategic refinements.
First, we are evolving our Direct Issuance strategy toward a more scalable, less capital-intensive growth model, which naturally reduces investment intensity. In FY2025, our catalogue growth strategy was defined primarily through a business development-led approach to establish relationships and bring inventory onto the platform. Based on what we’ve learned about the needs of content rights holders, we are shifting more of our effort toward building a technology-enabled ecosystem that makes Direct Issuance easier to adopt and operate at scale across a broader set of rights holders. This refinement reflects our conviction in the long-term opportunity created through scaling this model—one that improves the operating experience for partners and sellers while reducing the amount of incremental spend required over time.
Second, we are improving customer acquisition efficiency in our core resale business. Acquisition efficiency is an input we control, and our improved scale and conversion support our ability to earn higher returns on marketing spend while still growing and taking share. In FY2025, we deliberately lowered acquisition efficiency—spending more per transaction—to accelerate market share gains. The goal was to strengthen the marketplace in durable ways. As our share of transactions increased, our competitive position improved and we created advantages that continue to compound—one of the clearest examples being ReachPro adoption.
ReachPro is a point-of-sale workflow and distribution software layer used by professional sellers to manage inventory across pricing, distribution, and fulfillment. As StubHub became a larger share of sellers’ sell-through, adoption of ReachPro increased, strengthening our supply position and improving marketplace fundamentals—better selection,
3
pricing responsiveness, and reliability—which in turn improves conversion. ReachPro’s share of POS-driven dollar volume reached approximately 30% by the end of FY2025, and we believe ReachPro will account for a majority of this market in the medium term.
Higher conversion means each marketing dollar generates more transactions and more gross profit than it did previously. As a result, in FY2026 we believe we can raise acquisition efficiency while continuing to grow and take share. Together, these refinements reflect how a scaled marketplace model inflects: as conversion improves and our competitive position strengthens, we can allocate marketing dollars more efficiently while continuing to grow.
Longer-term Opportunities: Direct Issuance and Advertising – We believe Direct Issuance—non-exclusive, open distribution of originally issued tickets—remains a transformational long-term opportunity for StubHub and the broader live event ecosystem. We have made progress through business development with marquee content rights holders across sports and music in multiple geographies, and we believe demand for this distribution model has been validated.
Looking ahead, our experience has reinforced that the largest market potential will come from making Direct Issuance frictionless to adopt across a much broader range of rights holders. That requires reducing operational friction for partners with varying levels of technological sophistication – and advances in artificial intelligence are materially expanding what is now practical to build on the supply side. By leveraging these advancements, we believe we can bring capabilities to market that would have been difficult to deliver even a year ago—including AI-assisted tools that automate workflows and simplify inventory management.
For FY2026, we are prioritizing building the product foundation required to scale Direct Issuance broadly. Accordingly, we are shifting from a primarily business development-led strategy to a more product-led strategy: building an AI-enabled, technology-driven ecosystem that enables inventory to be contributed and managed with minimal operational burden. Development is underway to bring these supply-side products to market. We believe this approach positions Direct Issuance to become a durable growth engine when this self-serve capability is in place. This strategy shift means we will not be optimizing for immediate revenue growth, but for maximizing our revenue opportunity over the long-term.
Similarly, our efforts to build our advertising business are showing promising early results as we leverage our unique advantages: a high-intent audience planning live event attendance, proprietary data across millions of events, and natural integration points for complementary services. Early partnerships have helped validate the opportunity and are helping inform how we will scale advertising in a way that is truly additive by enhancing relevance and utility for customers. Our advertising business is generating modest revenue today, and we are continuing to iterate toward a model that enhances the seller and buyer experience.
We are taking a disciplined approach to both initiatives, prioritizing scalable execution. This measured path forward reflects our commitment to maintaining the marketplace experience that defines our competitive advantage while compounding shareholder value over the long term.
Regulatory Update – In addition to executing on our growth initiatives, we believe it’s important to address our regulatory environment. StubHub continues to operate within a generally favorable status quo that supports open, functioning resale markets in most jurisdictions. That said, public discussion around ticketing has increased and we want to be clear about why we believe the secondary ticketing market—and StubHub as the scale leader—are defensible and durable over the long term.
The secondary market solves durable ecosystem needs across a broad diversity of live event content—it is not dependent on any single event type or a narrow set of behaviors. A liquid resale market supports the ecosystem in foundational ways by: (i) improving the category experience for consumers through trusted, fraud-protected ways to buy and sell tickets with ease, and providing flexibility when plans change; (ii) improving sell-through and pricing confidence in the primary market, as consumers are more willing to buy earlier when they know they have a trusted option to resell; (iii) enabling
4
risk and cash flow management for content rights holders, teams, promoters, and event organizers by providing liquidity and a pathway for inventory to be redistributed through power sellers and season ticket holders; and (iv) improving attendance, utilization, and venue economics by helping ensure tickets end up with someone who will attend, driving meaningful ancillary revenue through concessions, parking, merchandise, and a better in-venue experience. Even if well-intentioned, we believe altering this vital link in the live event value chain ultimately harms the fan experience and the live event ecosystem overall. For these reasons, we believe the long-term health of the resale market is durable.
Regulatory change in live events is inherently complex. The live events ecosystem is a vast, global surface area of content and demand profiles—spanning everything from lower-demand community events and small club shows to global music tours and the world’s largest sporting moments—across countless jurisdictions and market structures. Any framework that seeks to broadly reshape the resale market would need to account for a wide range of event types, seller profiles, consumer use cases, and enforcement realities, and would need to be implemented across many jurisdictions where live events occur.
With that context, we believe public discussion is primarily focused on behavior related to a certain subset of the resale market: resellers that list large quantities of inventory on marketplaces, for very high-demand concerts, at high prices, significantly above the original sale price. Based on our internal data, we estimate that approximately 10% of our GMS in FY2025 was attributable to these types of high-demand concert ticket sales by resellers. Importantly, we believe that StubHub’s durability is reinforced by our diversification and lack of concentration across sellers, content rights holders, buyers, event types and geographies—providing a level of insulation from potential regulatory changes that may affect any single subset of the market or any single jurisdiction.
Finally, we have a responsibility to continue educating policymakers on the consumer protections and structural benefits that our marketplace provides and are continuing to bolster our government relations efforts to support this. We intend to engage constructively, while operating responsibly to best serve fans around the globe.
To close, we are entering FY2026 with a scaled, resilient core resale business, a stronger competitive position that supports growth and scaling margins, a transformed balance sheet, and continued progress toward longer-term upside opportunities. Our commitment is straightforward: set expectations we can deliver and execute consistently. The foundation we have built creates multiple pathways to create value, and we intend to deliver results that reflect the strength and durability of the business.
Eric H. Baker
Founder, Chairman and Chief Executive Officer
5
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, Adjusted EBITDA, Free Cash Flow and Adjusted Gross Margin to the most directly comparable financial measures calculated in accordance with GAAP is set forth below under “Reconciliations of GAAP to Non-GAAP Financial Measures.” A reconciliation of the Company’s Adjusted EBITDA guidance to the corresponding GAAP measure is not available on a forward-looking basis without unreasonable effort due to the uncertainty of expenses that may be incurred in the future, although it is important to note that these factors could be material to the Company’s results computed in accordance with GAAP. For example, stock-based compensation-related charges are impacted by the timing of employee stock transactions, the future fair market value of the Company’s Class A common stock, and the Company’s future hiring and retention needs, all of which are difficult to predict and subject to constant change.
Gross Merchandise Sales represents the total dollar value paid by buyers for ticket transactions and fulfillment. GMS includes fees we charge buyers and sellers that can vary by transaction, as well as the net proceeds we remit to sellers. Our definition of GMS does not include applicable sales, value-added and other indirect taxes, shipping costs and the impact of discounts and coupons as well as event cancellations or expected cancellations after the initial transaction on our platform. We believe it is useful to exclude these items, primarily refunds due to event cancellations, as GMS is a key metric used by management to measure business performance.
Adjusted EBITDA is calculated as net (loss) income excluding results from non-operating sources including interest income and expense, (provision) benefit for income taxes, other income (expense), net, foreign currency gains losses, (losses) gains on derivatives, depreciation and amortization, acquisition-related costs, stock-based compensation expense, debt refinancing costs and loss on extinguishment of debt, indirect tax contingency costs, litigation reserves and other costs and expenses. Adjusted EBITDA is a key performance measure that our management team uses to assess our operating performance. We present Adjusted EBITDA because management believes it is helpful in highlighting trends in our operating results as it excludes certain items, such as stock-based compensation expense, which are non-cash or whose fluctuations from period-to-period do not necessarily correspond to changes in the operating results of our business. Moreover, it is frequently used by analysts, investors and other interested parties to evaluate companies in our industry.
Adjusted EBITDA has limitations as an analytical measure and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. In addition, other companies, including companies in our industry, may calculate Adjusted EBITDA differently, which reduces its usefulness as a comparative measure. Because of these limitations, you should consider Adjusted EBITDA alongside other financial performance measures, including various cash flow metrics, net (loss) income and other GAAP results.
Free Cash Flow is defined as net cash provided by (used in) operating activities less capital expenditures, which includes purchases of property and equipment, purchases of intangible assets and capitalized software development costs (excluding capitalized stock-based compensation expense). We believe that Free Cash Flow is a meaningful indicator of liquidity for management and investors and, in particular, the amount of cash generated from operations that, after capital expenditures, can be used for strategic initiatives, including continuous investment in our business and strengthening our balance sheet. A limitation of the use of Free Cash Flow is that it does not represent the total increase or decrease in our cash balance for the period. Free Cash Flow should not be considered in isolation or as an alternative to cash flows from operations and should be considered alongside our other financial liquidity measures, such as net cash provided by (used in) operating activities and our other GAAP results.
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.
6
RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES
(In thousands, except percentages)
(unaudited)
Adjusted EBITDA
| Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
Net (loss) income | $ | (535,313) | $ | 54,190 | $ | (1,905,934) | $ | (2,800) | |||||||||||||||
| Add (deduct): | |||||||||||||||||||||||
| Interest income | (10,833) | (9,832) | (42,412) | (41,118) | |||||||||||||||||||
| Interest expense | 18,370 | 45,209 | 140,035 | 179,778 | |||||||||||||||||||
| Provision (benefit) for income taxes | 492,922 | 30,469 | 360,594 | 40,059 | |||||||||||||||||||
| Other (income) expense, net | — | — | (4,552) | (1,907) | |||||||||||||||||||
| Foreign currency losses (gains) | 3,361 | (46,458) | 89,664 | (41,070) | |||||||||||||||||||
| Losses (gains) on derivatives | 776 | (721) | 139 | (3,101) | |||||||||||||||||||
| Depreciation and amortization | 6,437 | 6,393 | 25,604 | 24,532 | |||||||||||||||||||
Debt refinancing costs and loss on extinguishment of debt(1) | 3,038 | — | 18,492 | 33,886 | |||||||||||||||||||
Acquisition-related costs(2) | — | 125 | 250 | 1,374 | |||||||||||||||||||
Stock-based compensation expense(3) | 34,889 | 3,381 | 1,447,668 | 7,737 | |||||||||||||||||||
Indirect tax contingency costs(4) | 18,566 | 14,094 | 53,504 | 52,118 | |||||||||||||||||||
Litigation reserves(5) | 30,080 | 5,727 | 37,080 | 44,483 | |||||||||||||||||||
Other costs and expenses(6) | 362 | 1,789 | 12,304 | 4,704 | |||||||||||||||||||
Adjusted EBITDA | $ | 62,655 | $ | 104,366 | $ | 232,436 | $ | 298,675 | |||||||||||||||
Revenue | $ | 449,173 | $ | 533,415 | $ | 1,745,188 | $ | 1,770,645 | |||||||||||||||
Net (loss) income as a percentage of revenue | (119)% | 10% | (109)% | 0% | |||||||||||||||||||
Adjusted EBITDA as a percentage of revenue | 14% | 20% | 13% | 17% | |||||||||||||||||||
1.During the three months ended December 31, 2025 and 2024, we incurred $3.0 million and zero, respectively of loss on extinguishment of debt as a result of our early principal payments related to the 2024 USD Term Loan of $150.0 million and during the year ended December 31, 2025, we incurred $18.5 million of loss on extinguishment of debt, as a result of our early principal payments related to the 2024 USD Term Loan of $750.0 million and $150.0 million, which are non-recurring transactions. During the year ended December 31, 2024, we incurred $25.7 million of professional service fees related to our debt refinancing in 2024, which is a non-recurring transaction, and $8.2 million of loss on extinguishment of debt. As such, we do not consider these associated costs to be representative of the ongoing financial performance of our core business.
2.During the three months ended December 31, 2025 and 2024, we incurred zero and $0.1 million of transaction and integration costs, respectively, and during the years ended December 31, 2025 and 2024, we incurred $0.3 million and $1.4 million of transaction and integration costs, respectively, attributable to activities associated with our acquisition of the StubHub business from eBay Inc. (the "StubHub Acquisition"), including for certain personnel-related integration costs for certain StubHub employees we retained following the StubHub Acquisition, significant legal and other consultative fees in connection with the U.K. Competition and Markets Authority's approval proceedings and efforts to integrate acquired information technology infrastructure. We do not consider these costs to be representative of the ongoing financial performance of our core business, and we do not expect these costs to be significant going forward.
3.Upon our IPO, we recognized $1,400.7 million of stock-based compensation expense, net of $27.1 million capitalized for internally developed software, associated with RSUs, stock options and restricted stock for which the service-based and performance-based vesting conditions, as applicable, were fully or partially satisfied in connection with the IPO.
4.During the three months ended December 31, 2025 and 2024, we incurred $17.9 million and $13.1 million of expenses, respectively, associated with potential indirect tax contingencies for withholding obligations and $0.7 million and $1.0 million of professional service costs, respectively. During the years ended December 31, 2025 and 2024, we incurred $51.5 million and $44.1 million of expenses,
7
respectively, associated with potential indirect tax contingencies for withholding obligations and $2.0 million and $8.0 million of professional service costs, respectively.
5.During the three months ended December 31, 2025 and 2024, we incurred $30.1 million and $5.7 million, respectively, and during the years ended December 31, 2025 and 2024, we incurred $37.1 million and $44.5 million, respectively, for expenses due to a litigation-related loss contingency for specific matters for which we deemed loss to be probable as described in Note 14, “Commitments and Contingencies” to our consolidated financial statements. We do not consider these costs to be representative of ordinary course litigation or the ongoing financial performance of our core business.
6.Represents (a) a one-time expense to terminate an intellectual property rights licensing agreement of $7.7 million for the year ended December 31, 2025, (b) personnel-related costs related to our customer service office closure of zero and $1.8 million for the three months ended December 31, 2025 and 2024, respectively, and $0.2 million and $3.5 million for the years ended December 31, 2025 and 2024, respectively, (c) a one-time expense related to our IPO of $0.4 million and $4.4 million for the three months and year ended December 31, 2025, respectively, and (d) entity restructuring costs associated with the transfer of certain intangible assets and restructuring of our wholly owned subsidiaries of $1.2 million for the year ended December 31, 2024. We do not consider these expenses to be representative of the ongoing financial performance of our core business.
Free Cash Flow
| Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
Net cash provided by (used in) operating activities(1) | $ | 11,133 | $ | (149,448) | $ | 192,569 | $ | 261,487 | |||||||||||||||
| Less: Capitalized software development costs | (8,690) | (521) | (31,532) | (2,625) | |||||||||||||||||||
| Less: Purchases of property and equipment | (223) | (340) | (1,393) | (1,666) | |||||||||||||||||||
| Less: Purchases of intangible assets | (257) | (316) | (1,455) | (2,086) | |||||||||||||||||||
Free cash flow | $ | 1,963 | $ | (150,625) | $ | 158,189 | $ | 255,110 | |||||||||||||||
1.Includes $24.5 million, $38.5 million, $139.5 million and $147.1 million of interest payments on our outstanding debt, net of cash received on the settlement of interest rate swap derivatives for the three months ended December 31, 2025 and 2024 and for the years ended December 31, 2025 and 2024, respectively.
Reconciliation of Adjusted Gross Margin
| Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Revenue | $ | 449,173 | $ | 533,415 | $ | 1,745,188 | $ | 1,770,645 | |||||||||||||||
| Cost of revenue | 75,882 | 128,183 | 313,984 | 334,102 | |||||||||||||||||||
Stock-based compensation expense | (452) | — | (23,808) | — | |||||||||||||||||||
| Adjusted cost of revenue | 75,430 | 128,183 | 290,176 | 334,102 | |||||||||||||||||||
Adjusted gross margin | $ | 373,743 | $ | 405,232 | $ | 1,455,012 | $ | 1,436,543 | |||||||||||||||
| Adjusted gross margin as a percentage of revenue | 83% | 76% | 83% | 81% | |||||||||||||||||||
8
FAQ
How did StubHub Holdings (STUB) perform financially in 2025?
StubHub generated $9.2 billion in gross merchandise sales and $1.7 billion in revenue during 2025. It reported a $1.9 billion net loss, largely from IPO-related stock-based compensation and a valuation allowance, but delivered $232 million Adjusted EBITDA and $158 million free cash flow.
What 2026 financial guidance did StubHub Holdings (STUB) provide?
StubHub expects 2026 gross merchandise sales between $9.9 billion and $10.1 billion and Adjusted EBITDA of $400–$420 million. This outlook assumes growth from its core resale marketplace while maintaining high adjusted gross margins and improved operating efficiency at larger scale.
How much debt did StubHub Holdings (STUB) repay in 2025 and what is its leverage?
StubHub reduced its debt by approximately $900 million in 2025, lowering net leverage from 6.7x to 4.5x. Total debt was about $1.54 billion, offset by $1.24 billion of cash and cash equivalents and payments due to sellers included in its net leverage calculation.
Why did StubHub Holdings (STUB) report a large net loss despite positive Adjusted EBITDA?
The 2025 net loss of $1.9 billion was dominated by non‑recurring, non‑cash items. These included $1.4 billion of IPO-related stock-based compensation and a $479 million valuation allowance, which significantly reduced GAAP earnings while Adjusted EBITDA remained positive at $232 million.
When do StubHub Holdings (STUB) IPO lock-up restrictions expire?
Lock-up agreements and market stand-off provisions tied to StubHub’s IPO end at the close of business on March 6, 2026. After this date, directors, officers, and major holders covered by these agreements will be permitted to sell or transfer their shares, subject to applicable laws.
What are StubHub Holdings (STUB) key non-GAAP metrics and why are they important?
StubHub emphasizes Adjusted EBITDA, Adjusted Gross Margin, and Free Cash Flow alongside GMS. Management uses these measures to evaluate operating performance, margin structure, cash generation, and leverage, since they remove large non‑cash or non‑recurring items that can distort GAAP net income trends.
Filing Exhibits & Attachments
5 documents
Stubhub Holdings
NYSE:STUB
STUB Rankings
STUB Latest News
STUB Latest SEC Filings
STUB Stock Data
3.41B
278.51M
Services-miscellaneous Amusement & Recreation
NEW YORK