- 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--(BUSINESS WIRE)--March 04, 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 EBITDA(2) 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.
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 Year Ended December
December 31, 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 Year Ended December
December 31, 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 Year Ended December
December 31, 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 September June 30, March 31, December September June 30, March 31,
31, 2025 30, 2025 2025 2025 31, 2024 30, 2024 2024 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 September June 30, March 31, December September June 30, March 31,
31, 2025 30, 2025 2025 2025 31, 2024 30, 2024 2024 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 4.5 x 6.7 x
==================== ================
1. Reported within payments due to buyers and sellers in notes to the
consolidated financial statements.
View source version on businesswire.com: https://www.businesswire.com/news/home/20260304475774/en/
CONTACT: Investors:
ir@stubhub.com
Media:
pr@stubhub.com
(END) Dow Jones Newswires
March 04, 2026 16:15 ET (21:15 GMT)