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StubHub Holdings (NYSE: STUB) surges to $3.1B GMS and boosts 2026 outlook

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

StubHub Holdings, Inc. reported strong results for the quarter ended June 30, 2026, driven by robust demand for live events including a record World Cup. Gross Merchandise Sales reached a record $3.1 billion, up 34% year over year, and revenue grew 33% to $573.1 million, about 19% of GMS.

The company swung to profitability with net income of $14.6 million and an adjusted EBITDA of $105.7 million, up 94%, yielding an 18% adjusted EBITDA margin. Free cash flow was $309.7 million for the quarter and $600.2 million for the first half, supported by net cash from operating activities of $321.9 million in the quarter.

StubHub ended June 30, 2026 with $1.7 billion in cash and cash equivalents and continued deleveraging, reducing debt by $200.0 million year-to-date and $1.1 billion over 12 months, improving net leverage to 3.0x trailing 12‑month adjusted EBITDA from 4.5x. For full year 2026, the company guides to GMS of $10.1–$10.3 billion and adjusted EBITDA of $400–$420 million.

Positive

  • Revenue grew 33% year over year to $573.1 million, reflecting strong ticket demand and higher Gross Merchandise Sales.
  • Adjusted EBITDA nearly doubled, up 94% to $105.7 million, with margin improving to 18% from 13%.
  • Free cash flow surged to $309.7 million in Q2 and $600.2 million year‑to‑date, significantly enhancing liquidity.
  • Balance sheet strengthened with $1.1 billion total debt reduction over 12 months and net leverage improved to 3.0x from 4.5x.
  • Transition to profitability: Q2 net income of $14.6 million compared to a net loss of $53.8 million in the prior‑year period.

Negative

  • High stock‑based compensation of $69.0 million in Q2 and $100.0 million year‑to‑date materially impacts GAAP profitability.
  • Litigation and indirect tax contingencies: Q2 expenses of $3.9 million for indirect tax issues and $3.4 million for litigation reserves signal ongoing non‑operating risk.
  • Material weaknesses in internal control are referenced as still needing remediation, indicating elevated financial reporting risk.
  • Leverage remains meaningful with $1.40 billion of term loans outstanding and net leverage at 3.0x despite recent reductions.

Filing Explained

Despite consolidated net income, quarterly income attributable to common stockholders was negative $40 thousand alongside a higher reported Class A share count.

Alongside its second-quarter results, StubHub reports 355,269,216 Class A shares issued and outstanding at June 30, 2026, versus 321,320,641 at December 31, 2025.

Under the supplied dilution definition, a higher issued share count can reduce existing holders’ percentage ownership absent offsetting changes.

The same balance sheet reports redeemable preferred stock of 490,000 shares outstanding at June 30 versus 794,893 at year-end, with aggregate liquidation preference of $721,140 thousand versus $1,027,583 thousand.

The release highlights consolidated net income of $14.6 million, while the income statement reports net income attributable to common stockholders of negative $40 thousand for the quarter. The consolidated profit therefore did not translate into positive reported net income attributable to common stockholders.

The next Form 10-Q can be checked for changes in the Class A common-stock and redeemable-preferred-stock line items.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Gross Merchandise Sales Q2 2026 $3.1 billion Quarter ended June 30, 2026; up $789.5 million or 34% year over year
Revenue Q2 2026 $573.1 million Quarter ended June 30, 2026; 33% increase vs $430.3 million prior-year
Net Income Q2 2026 $14.6 million Quarter ended June 30, 2026; 3% net income margin
Adjusted EBITDA Q2 2026 $105.7 million Quarter ended June 30, 2026; 18% margin, up 94% vs $54.3 million
Free Cash Flow Q2 2026 $309.7 million Three months ended June 30, 2026; vs $9.7 million prior-year period
Cash and Cash Equivalents $1.7 billion Balance at June 30, 2026; payments due to sellers were $1.2 billion
Debt Reduction Last 12 Months $1.1 billion Total debt reduction over the 12 months preceding June 30, 2026
Net Leverage 3.0x Net leverage as of June 30, 2026 vs 4.5x as of December 31, 2025
Gross Merchandise Sales financial
"Gross Merchandise Sales (“GMS”)1 of $3.1 billion, a $789.5 million, or 34% increase"
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 EBITDA1 of $105.7 million, representing an 18% adjusted EBITDA margin"
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 flow1 was $309.7 million, compared to $9.7 million in the prior-year period"
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 leverage1 improved to 3.0x trailing 12-month adjusted EBITDA"
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.
indirect tax contingencies financial
"expenses, respectively, associated with potential indirect tax contingencies for withholding obligations"
material weaknesses in our internal control over financial reporting regulatory
"our ability to remediate material weaknesses in our internal control over financial reporting"
Revenue $573.1 million 33% increase year over year
Gross Merchandise Sales $3.1 billion 34% increase year over year
Adjusted EBITDA $105.7 million 94% increase year over year
Net income $14.6 million Improved from net loss of $53.8 million prior-year
Free Cash Flow $309.7 million Up from $9.7 million prior-year period
Guidance

Full year 2026 guidance: GMS of $10.1–$10.3 billion and Adjusted EBITDA of $400–$420 million.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

How did StubHub (STUB) perform financially in Q2 2026?
StubHub reported Q2 2026 revenue of $573.1 million, up 33% year over year, and net income of $14.6 million versus a prior‑year loss. Adjusted EBITDA rose to $105.7 million, reflecting strong demand for live events and improved margins.

What were StubHub (STUB) Gross Merchandise Sales in Q2 2026?
Gross Merchandise Sales reached a record $3.1 billion in Q2 2026, a $789.5 million or 34% increase from $2.3 billion a year earlier. GMS reflects the total dollar value buyers paid for ticket transactions on the platform.

What is StubHub’s (STUB) 2026 guidance for GMS and adjusted EBITDA?
For full year 2026, StubHub guides to GMS of $10.1–$10.3 billion and adjusted EBITDA of $400–$420 million. These outlook ranges are forward‑looking statements and could differ materially from actual results.

How strong is StubHub’s (STUB) cash flow and liquidity after Q2 2026?
StubHub generated $321.9 million of net cash from operating activities in Q2 2026 and $309.7 million of free cash flow. It held $1.7 billion in cash and cash equivalents at June 30, 2026, providing substantial liquidity.

What progress has StubHub (STUB) made on debt reduction and leverage?
StubHub reduced debt by $200.0 million year‑to‑date 2026 and $1.1 billion over the last 12 months. Net leverage improved to 3.0x trailing 12‑month adjusted EBITDA from 4.5x at December 31, 2025, reflecting deleveraging efforts.

Are there notable non‑operating risks highlighted for StubHub (STUB)?
The company recorded $3.9 million in indirect tax contingency costs and $3.4 million in litigation reserves in Q2 2026 and notes ongoing efforts to remediate material weaknesses in internal control, indicating continued compliance and legal risk.
false000133763400013376342026-08-122026-08-12

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

August 12, 2026
Date of Report (date of earliest event reported)
___________________________________
STUBHUB HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
___________________________________

Delaware
(State or other jurisdiction of
incorporation or organization)
001-42846
(Commission File Number)
20-2082924
(I.R.S. Employer Identification Number)
175 Greenwich Street, 59th Floor,
New York, New York 10007
(Address of principal executive offices and zip code)
(888) 977-5364
(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
Class A common stock, par value $0.001 per shareSTUBNew York Stock Exchange
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 August 12, 2026, StubHub Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 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, 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 August 12, 2026
104Cover 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: August 12, 2026
By:/s/ Connie James
Connie James
Chief Financial Officer



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Exhibit 99.1
StubHub Announces Second Quarter 2026 Results
–Gross Merchandise Sales increased to a record $3.1 billion, up 34% year over year –
–Revenue increased to a record $573.1 million, up 33% year over year –
–Adjusted EBITDA increased 94% to $105.7 million; adjusted EBITDA margin up nearly 600 basis points year over year to 18% –
–Increases full-year GMS outlook to reflect strong second quarter results –
–Strengthened balance sheet with additional debt reduction, including a $100.0 million payment in July –
NEW YORK, NY – August 12, 2026 – StubHub Holdings, Inc. (NYSE: STUB), a leading global ticketing marketplace for live events, today reported financial results for the second quarter ended June 30, 2026.
“The second quarter demonstrated strong demand for live events, highlighted by a record-setting World Cup. Our results reflect StubHub’s leadership in the resale market and our ability to deliver these experiences to fans at scale,” said Eric Baker, Founder, Chairman and Chief Executive Officer of StubHub. “We remain focused on our vision for long-term growth — enhancing the fan experience, democratizing access to live events, and expanding our addressable market.”
Financial Highlights
•Gross Merchandise Sales (“GMS”)1 of $3.1 billion, a $789.5 million, or 34% increase compared to $2.3 billion in the prior-year period.
•Revenue of $573.1 million, or approximately 19% of GMS, a 33% increase compared to $430.3 million in the prior-year period.    
•Net income of $14.6 million, representing a 3% net income margin, compared to a net loss of $53.8 million in the prior-year period.
•Adjusted EBITDA1 of $105.7 million, representing an 18% adjusted EBITDA margin, a 94% increase compared to $54.3 million in the prior-year period.
•Net cash provided by operating activities was $321.9 million, inclusive of net inflows of buyer receipts and seller payments, compared to $19.3 million in the prior-year period.
•Free cash flow1 was $309.7 million, compared to $9.7 million in the prior-year period.
•Cash and cash equivalents of $1.7 billion; payments due to sellers of $1.2 billion.
•Further strengthened balance sheet with year-to-date debt reduction of $200.0 million, including a $100.0 million payment in May and a $100.0 million payment in July, with total debt reduction of $1.1 billion in the last 12 months.
•Net leverage1 improved to 3.0x trailing 12-month adjusted EBITDA as of June 30, 2026, a 1.5x reduction compared to 4.5x as of December 31, 2025.

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Full Year 2026 Financial Outlook
StubHub is increasing its GMS outlook and reiterating its adjusted EBITDA outlook for full year 2026:
•GMS of $10.1 billion to $10.3 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.
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Conference Call and Webcast Information
StubHub will host a conference call and live webcast to discuss its second 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

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STUBHUB HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)
(Unaudited)
Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Revenue$573,068 $430,295 $1,019,113 $827,902 
Costs and expenses:
Cost of revenue (exclusive of depreciation and amortization shown separately below)
104,592 75,132 170,407 137,588 
Operations and support
18,780 13,960 33,736 26,126 
Sales and marketing
274,087 235,206 499,994 454,110 
General and administrative
146,338 74,529 251,983 145,428 
Depreciation and amortization9,815 6,412 17,708 12,756 
Total costs and expenses
553,612 405,239 973,828 776,008 
Income from operations
19,456 25,056 45,285 51,894 
Interest income12,236 10,365 22,762 18,667 
Interest expense(22,200)(43,868)(39,468)(86,305)
Other expense, net— (352)— (352)
Foreign currency gains (losses)3,864 (61,125)24,454 (85,170)
Loss on extinguishment of debt(1,877)— (1,877)— 
Gains (losses) on derivatives753 (1,499)6,290 (834)
Total other income (expense), net(7,224)(96,479)12,161 (153,994)
Income (loss) before income taxes12,232 (71,423)57,446 (102,100)
Benefit for income taxes2,375 17,594 5,206 26,088 
Net income (loss)14,607 (53,829)62,652 (76,012)
Net income (loss) attributable to common stockholders$(40)$(75,925)$32,497 $(111,814)
Net income (loss) per share attributable to common stockholders:
Basic$(0.00)$(0.25)$0.09 $(0.37)
Diluted$(0.00)$(0.25)$0.06 $(0.37)
Weighted-average shares used in computing net income (loss) per share attributable to common stockholders:
Basic378,710,978 304,729,749 369,086,762 304,615,069 
Diluted378,710,978 304,729,749 381,777,937 304,615,069 
4
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STUBHUB HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
(Unaudited)
June 30,December 31,
20262025
Assets
Current assets:
Cash and cash equivalents$1,693,051 $1,241,587 
Accounts receivable13,946 6,909 
Inventory4,967 9,228 
Prepaid expenses and other current assets73,021 37,924 
Total current assets1,784,985 1,295,648 
Non-current assets:
Property and equipment, net122,425 73,254 
Trademarks and trade names864,800 864,800 
Other intangible assets, net26,983 38,243 
Goodwill2,686,701 2,686,701 
Restricted cash25,522 17,543 
Deferred tax assets2,205 2,083 
Other non-current assets44,937 75,781 
Total assets$5,558,558 $5,054,053 
Liabilities, Redeemable Preferred Stock, and Stockholders’ Equity
Current liabilities:
Accounts payable$52,732 $71,087 
Payments due to buyers and sellers1,306,617 845,892 
Accrued expenses and other current liabilities (including zero and $17,894 under the fair value option, respectively)349,770 334,305 
Total current liabilities1,709,119 1,251,284 
Non-current liabilities:
Long-term debt obligations, non-current1,396,271 1,506,957 
Deferred tax liabilities
100,411 93,226 
Other non-current liabilities 274,913 260,971 
Total liabilities3,480,714 3,112,438 
Commitments and contingencies
Redeemable preferred stock, $0.001 par value; 100,000,000 shares authorized as of June 30, 2026 and December 31, 2025; 490,000 and 794,893 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively; aggregate liquidation preference of $721,140 and $1,027,583 as of June 30, 2026 and December 31, 2025, respectively454,350 758,027 
Stockholders’ equity:
Class A common stock, $0.001 par value; 3,000,000,000 shares authorized as of June 30, 2026 and December 31, 2025; 355,269,216 and 321,320,641 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively355 321 
Class B common stock, $0.001 par value; 200,000,000 shares authorized as of June 30, 2026 and December 31, 2025; 24,750,000 shares issued and outstanding as of June 30, 2026 and December 31, 202525 25 
Additional paid-in capital4,931,923 4,522,498 
Accumulated other comprehensive income39,142 71,347 
Accumulated deficit(3,347,951)(3,410,603)
Total stockholders’ equity1,623,494 1,183,588 
Total liabilities, redeemable preferred stock, and stockholders’ equity$5,558,558 $5,054,053 
5
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STUBHUB HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Six Months Ended June 30,
20262025
Cash flows from operating activities:
Net income (loss)$62,652 $(76,012)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation6,403 1,235 
Amortization of intangible assets11,305 11,521 
Stock-based compensation100,014 7,531 
Amortization of debt issuance costs2,403 4,255 
Losses on derivatives12,059 6,689 
Amortization of unrealized losses on cash flow hedge(16,219)(3,659)
Unrealized foreign exchange (gains) losses(26,625)86,898 
Loss on extinguishment of debt1,877 — 
Deferred income taxes(7,926)(30,670)
Fair value change for preferred stocks and preferred stock bifurcated derivatives(8,031)4,375 
Other2,155 7,466 
Changes in operating assets and liabilities:
Accounts receivable(7,142)(2,573)
Inventory4,261 743 
Prepaid expenses and other current assets(30,709)(9,329)
Other non-current assets16,493 (8,252)
Operating lease right-of-use assets2,241 2,181 
Accounts payable(15,328)(15,892)
Payments due to buyers and sellers472,491 160,720 
Accrued expenses and other current liabilities23,954 (10,735)
Other non-current liabilities16,607 42,701 
Operating lease liabilities(2,660)(1,552)
Net cash provided by operating activities620,275 177,641 
Cash flows from investing activities:
Capitalized software development costs(19,414)(15,075)
Purchases of property and equipment(585)(798)
Purchases of intangible assets(44)(942)
Net cash used in investing activities(20,043)(16,815)
Cash flows from financing activities:
Proceeds from issuance of Class A common stock upon exercise of stock options and warrants142 53 
Proceeds from issuance of Series N redeemable preferred stock— 50,000 
Proceeds from issuance of Series O redeemable preferred stock— 30,475 
Repurchase and retirement of Class A common stock— (1,000)
Repayment of long-term debt obligations(100,000)(9,763)
Payments of tax withholding obligations on vested equity awards(36,251)— 
Payments of deferred offering costs(2,407)(1,845)
Net cash (used in) provided by financing activities(138,516)67,920 
Effect of exchange rate changes on cash, cash equivalents, and restricted cash(2,273)14,288 
Net increase in cash, cash equivalents, and restricted cash459,443 243,034 
Cash, cash equivalents, and restricted cash at beginning of period1,259,1301,015,911 
Cash, cash equivalents, and restricted cash at end of period$1,718,573 $1,258,945 
6
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STUBHUB HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - continued
(In thousands)
(Unaudited)
Six Months Ended June 30,
20262025
Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets:
Cash and cash equivalents$1,693,051 $1,242,010 
Restricted cash in prepaid expenses and other current assets— 352 
Restricted cash25,522 16,583 
Total cash, cash equivalents, and restricted cash$1,718,573 $1,258,945 
Supplemental cash flow information
Cash paid for:
Interest$60,872 $106,059 
Non-cash investing and financing activities:
Stock-based compensation capitalized in development of capitalized software$34,451 $183 
Deferred offering costs accrued, unpaid$— $7,149 


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Key Business Metric and Non-GAAP Financial Measures
StubHub regularly reviews the key business metric, GMS, and the non-GAAP financial measures, Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow, Net Leverage, Adjusted Gross Margin, Adjusted Sales and Marketing Expenses, Adjusted Operations and Support Expenses, and Adjusted General and Administrative Expenses to evaluate our business, measure our performance, identify trends, prepare financial projections and make business decisions. The measures set forth below should be considered in addition to, not as a substitute for or in isolation from, our financial results prepared in accordance with GAAP. Other companies, including companies in our industry, may calculate these measures differently or not at all, which reduces their usefulness as comparative measures. A reconciliation of the non-GAAP financial measures to the most directly comparable financial measures calculated in accordance with GAAP is set forth below under “Reconciliations of GAAP to Non-GAAP Financial Measures.” A reconciliation of our Adjusted EBITDA guidance to the corresponding GAAP measure is not available on a forward-looking basis without unreasonable effort due to the uncertainty of expenses that may be incurred in the future, although it is important to note that these factors could be material to our results computed in accordance with GAAP. For example, stock-based compensation-related charges are impacted by the timing of employee stock transactions, the future fair market value of our Class A common stock, and our future hiring and retention needs, all of which are difficult to predict and subject to constant change.
Gross Merchandise Sales represents the total dollar value paid by buyers for ticket transactions and fulfillment. GMS includes fees we charge buyers and sellers that can vary by transaction, as well as the net proceeds we remit to sellers. Our definition of GMS does not include applicable sales, value-added and other indirect taxes, shipping costs and the impact of discounts and coupons as well as event cancellations or expected cancellations after the initial transaction on our platform. We believe it is useful to exclude these items, primarily refunds due to event cancellations, as GMS is a key metric used by management to measure business performance.
Adjusted EBITDA is calculated as net (loss) income excluding results from non-operating sources including interest income and expense, (benefit) provision for income taxes, other (income) expense, net, foreign currency (gains) losses, (gains) losses on derivatives, depreciation and amortization, acquisition-related costs, 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 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 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.
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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, 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.
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STUBHUB HOLDINGS, INC.
RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES
(In thousands, except percentages)
(Unaudited)
Adjusted EBITDA
Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Net income (loss)
$14,607$(53,829)$62,652$(76,012)
Add (deduct):
Interest income(12,236)(10,365)(22,762)(18,667)
Interest expense22,200 43,868 39,468 86,305 
Benefit for income taxes(2,375)(17,594)(5,206)(26,088)
Other expense, net— 352 — 352 
Foreign currency (gains) losses(3,864)61,125 (24,454)85,170 
(Gains) losses on derivatives(753)1,499 (6,290)834 
Depreciation and amortization9,815 6,412 17,708 12,756 
Loss on extinguishment of debt1,877 — 1,877 — 
Acquisition-related costs(1)
— 125 — 250 
Stock-based compensation expense(2)
69,008 2,037 100,014 7,531 
Indirect tax contingency costs(3)
3,888 12,981 6,473 21,946 
Litigation reserves(4)
3,378 — 7,871 — 
Other costs and expenses(5)
113 7,731 391 7,911 
Adjusted EBITDA
$105,658$54,342$177,742$102,288
Revenue
$573,068 $430,295 $1,019,113 $827,902 
Net income (loss) as a percentage of revenue
3%(13)%6%(9)%
Adjusted EBITDA as a percentage of revenue
18%13%17%12%
1.During the three months ended June 30, 2026 and 2025, we incurred zero and $0.1 million of transaction and integration costs, respectively. During the six months ended June 30, 2026 and 2025, we incurred zero and $0.3 million of transaction and integration costs, respectively. We do not consider these costs to be representative of the ongoing financial performance of our core business, and we do not expect these costs to be significant going forward.
2.During the three months ended June 30, 2026 and 2025, we recognized $69.0 million and $2.0 million of stock-based compensation expense, net of $27.7 million and zero capitalized for internally developed software, associated with RSUs, stock options and restricted stock, respectively. During the six months ended June 30, 2026 and 2025, we recognized $100.0 million and $7.5 million of stock-based compensation expense, net of $34.4 million and $0.2 million capitalized for internally developed software, associated with RSUs, stock options and restricted stock, respectively.
3.During the three months ended June 30, 2026 and 2025, we incurred $3.6 million and $12.5 million of expenses, respectively, associated with potential indirect tax contingencies for withholding obligations and $0.2 million and $0.5 million of professional service costs, respectively. During the six months ended June 30, 2026 and 2025, we incurred $6.0 million and $20.9 million of expenses, respectively, associated with potential indirect tax contingencies for withholding obligations and $0.5 million and $1.1 million of professional service costs, respectively.
4.During the three months ended June 30, 2026 and 2025, we incurred $3.4 million and zero, respectively, and during the six months ended June 30, 2026 and 2025, we incurred $7.9 million and zero, respectively, for expenses due to a litigation-related loss contingency for specific matters for which we deemed loss to be probable as described in Note 12, “Commitments and Contingencies” to our interim condensed consolidated financial statements.
5.Represents (a) a one-time expense related to our initial public offering of $0.1 million and $0.4 million for the three and six months ended June 30, 2026, respectively, (b) a one-time expense to terminate an intellectual property rights licensing agreement of $7.7 million for the three and six months ended June 30, 2025 and (c) personnel-related costs related to our customer service office closure of $0.2 million for the six months ended June 30, 2025. We do not consider these expenses to be representative of the ongoing financial performance of our core business.
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Free Cash Flow
Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
(in thousands)
Net cash provided by operating activities(1)
$321,859 $19,320 $620,275 $177,641 
Less: Capitalized software development costs(11,785)(8,846)(19,414)(15,075)
Less: Purchases of property and equipment(416)(291)(585)(798)
Less: Purchases of intangible assets— (467)(44)(942)
Free cash flow $309,658 $9,716 $600,232 $160,826 
TTM free cash flow(2)
$597,595 $20,803 
1.Includes $21.7 million and $38.0 million of interest payments on our outstanding debt, net of cash received on the settlement of interest rate swap derivatives, for the three months ended June 30, 2026 and 2025, respectively, and $44.3 million and $75.4 million for the six months ended June 30, 2026 and 2025, respectively.
2.Seasonal trends in our GMS and the timing of major events throughout the year impact free cash flow for any given quarter and can vary year to year. Trailing 12 months (“TTM”) free cash flow provides a longer-term view of our business that is less impacted by the seasonality of GMS and seller payments.
Reconciliation of Cost of Revenue to Adjusted Cost of Revenue
 
Three Months Ended June 30,Six Months Ended June 30,
 
2026202520262025
 
(in thousands)
Cost of revenue$104,592 $75,132 $170,407 $137,588 
Add (deduct):
Stock-based compensation expense(2,460)— (3,114)— 
Adjusted cost of revenue
$102,132$75,132$167,293$137,588
Reconciliation of Operations and Support Expenses to Adjusted Operations and Support Expenses
 
Three Months Ended June 30,Six Months Ended June 30,
 
2026202520262025
 
(in thousands)
Operations and support$18,780 $13,960 $33,736 $26,126 
Add (deduct):
Stock-based compensation expense(317)— (459)— 
Adjusted operations and support
$18,463$13,960$33,277$26,126
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Reconciliation of Sales and Marketing Expenses to Adjusted Sales and Marketing Expenses
 
Three Months Ended June 30,Six Months Ended June 30,
 
2026202520262025
 
(in thousands)
Sales and marketing$274,087 $235,206 $499,994 $454,110 
Add (deduct):
Stock-based compensation expense(5,002)— (7,409)— 
Adjusted sales and marketing
$269,085$235,206$492,585$454,110
Reconciliation of General and Administrative Expenses to Adjusted General and Administrative Expenses
 
Three Months Ended June 30,Six Months Ended June 30,
 
2026202520262025
 
(in thousands)
General and administrative$146,338 $74,529 $251,983 $145,428 
Add (deduct):
Stock-based compensation expense(61,229)(2,037)(89,032)(7,531)
Litigation reserves(3,378)— (7,871)— 
Indirect tax contingency costs(3,888)(12,981)(6,473)(21,946)
Acquisition-related costs
— (125)— (250)
Other costs and expenses
(113)(7,731)(391)(7,911)
Adjusted general and administrative
$77,730$51,655$148,216$107,790
Reconciliation of Adjusted Gross Margin
 
Three Months Ended June 30,Six Months Ended June 30,
 
2026202520262025
 
(in thousands)
Revenue$573,068 $430,295 $1,019,113 $827,902 
Cost of revenue104,592 75,132 170,407 137,588 
Stock-based compensation expense
(2,460)— (3,114)— 
Adjusted cost of revenue102,13275,132167,293137,588
Adjusted gross margin
$470,936$355,163$851,820$690,314
Adjusted gross margin as a percentage of revenue82%83%84%83%
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Reconciliation of Net Income (Loss) to TTM Adjusted EBITDA
Three Months Ended
 
June 30, 2026
March 31,
2026
 
December 31,
2025
September 30,
2025
June 30,
2025
 
March 31,
2025
 
December 31,
2024
 
September 30,
2024
 
(in thousands)
Net income (loss)
$14,607 $48,045 $(535,313)$(1,294,609)$(53,829)$(22,183)$54,190 $(33,012)
Add (deduct):
Interest income(12,236)(10,526)(10,833)(12,912)(10,365)(8,302)(9,832)(11,045)
Interest expense22,200 17,268 18,370 35,360 43,868 42,437 45,209 47,548 
(Benefit) provision for income taxes(2,375)(2,831)492,922 (106,240)(17,594)(8,494)30,469 (16,815)
Other (income) expense, net
— — — (4,904)352 — — (1,907)
Foreign currency (gains) losses(3,864)(20,590)3,361 1,133 61,125 24,045 (46,458)19,519 
(Gains) losses on derivatives(753)(5,537)776 (1,471)1,499 (665)(721)7,858 
Depreciation and amortization9,815 7,893 6,437 6,411 6,412 6,344 6,393 6,168 
Acquisition-related costs
— — — — 125 125 125 125 
Loss on extinguishment of debt1,877 — 3,038 15,454 — — — — 
Stock-based compensation expense
69,008 31,006 34,889 1,405,248 2,037 5,494 3,381 1,426 
Indirect tax contingency costs3,888 2,585 18,566 12,992 12,981 8,965 14,094 11,755 
Litigation reserves
3,378 4,493 30,080 7,000 — — 5,727 22,379 
Other costs and expenses
113 278 362 4,031 7,731 180 1,789 1,751 
Adjusted EBITDA
$105,658 $72,084 $62,655 $67,493 $54,342 $47,946 $104,366 $55,750 
TTM Adjusted EBITDA$307,890 $256,574 $232,436 $274,147 $262,404 
Reconciliation of Net Cash Provided by (Used in) Operating Activities to TTM Free Cash Flow
 
Three Months Ended
 
June 30, 2026
March 31,
2026
 
December 31,
2025
 
September 30,
2025
 
June 30,
2025
 
March 31,
2025
 
December 31,
2024
 
September 30,
2024
 
 
(in thousands)
Net cash provided by (used in) operating activities$321,859 $298,416 $11,133 $3,795 $19,320 $158,321 $(149,448)$12,357 
Less: Capitalized software development costs(11,785)(7,629)(8,690)(7,767)(8,846)(6,229)(521)(521)
Less: Purchases of property and equipment(416)(169)(223)(372)(291)(507)(340)(646)
Less: Purchases of intangible assets— (44)(257)(256)(467)(475)(316)(588)
Free cash flow
$309,658 $290,574 $1,963 $(4,600)$9,716 $151,110 $(150,625)$10,602 
TTM cash flow provided by operations
$635,203 $332,664 $192,569 $31,988 $40,550 
TTM free cash flow
$597,595 $297,653 $158,189 $5,601 $20,803 
Net interest payment(1)
$21,735 $22,603 $24,496 $39,629 $37,989 
Change in payments due to buyers and sellers(2)
$198,842 $273,649 $(24,662)$(29,555)$(30,832)
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.
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Reconciliation of Net Leverage
 
June 30,December 31,
 
20262025
 
(in thousands, except percentages)
2024 Euro Term Loan$515,575$531,041
2024 USD Term Loan904,1871,004,187
Principal amount—senior credit facilities1,419,762 1,535,228 
Add (deduct):
Cash and cash equivalents(1,693,051)(1,241,587)
Payments due to sellers(1)
1,204,192 747,363 
Net Debt
$930,903 $1,041,004 
TTM Adjusted EBITDA$307,890 $232,436 
Net Leverage3.0x4.5x
1.Reported within payments due to buyers and sellers in notes to the condensed consolidated financial statements.
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