StubHub Announces Full Year and Fourth Quarter 2025 Results

StubHub Announces Full Year and Fourth Quarter 2025 Results March 04, 2026 - 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)-- 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. 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. 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 % 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. 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. 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. 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. 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. 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 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 Includes interest payments on our outstanding debt, net of cash received on the settlement of interest rate swap derivatives. 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 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/ Source: StubHub Holdings, Inc.