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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 13, 2025
STUBHUB HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-42846 | 20-2082924 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
175 Greenwich Street, 59th Floor,
New York, New York 10007
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (888) 977-5364
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 share | STUB | The New 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 November 13, 2025, StubHub Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2025. A copy of the press release is attached as Exhibit 99.1 and 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 of the Company, dated November 13, 2025 | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| STUBHUB HOLDINGS, INC. | ||||||
| Date: November 13, 2025 | By: | /s/ Connie James |
||||
| Connie James | ||||||
| Chief Financial Officer | ||||||
Exhibit 99.1
StubHub Announces Third Quarter 2025 Results
- Successfully Completed Initial Public Offering, Listing on NYSE -
- Delivered $2.4 Billion in Gross Merchandise Sales, Up 11% Year-Over-Year -
- Strengthened Balance Sheet with $750 Million Debt Reduction -
NEW YORK – November 13, 2025 — StubHub Holdings, Inc. (NYSE: STUB) (“StubHub” or the “Company”), a leading global ticketing marketplace for live events, today reported financial results for the third quarter ended September 30, 2025.
Third Quarter 2025 Highlights
| • | Gross Merchandise Sales (“GMS”)1 of $2.4 billion, up 11% year-over-year. Excluding the impact of the Taylor Swift “Eras” Tour, GMS grew 24% year-over-year |
| • | Revenue of $468 million, up 8% year-over-year and equal to 19% of GMS |
| • | Net Loss of $1.3 billion, reflecting a one-time stock-based compensation charge of $1.4 billion related to the Company’s initial public offering (“IPO”), representing the GAAP required recognition of multiple years of equity awards to employees |
| • | Adjusted EBITDA1 of $67 million, up 21% year-over-year and representing a 14% margin |
| • | Successfully completed IPO, listing on the New York Stock Exchange in September 2025, which together with the Series O preferred equity, raised approximately $1 billion in gross proceeds |
| • | Strengthened the balance sheet by using net IPO proceeds to repay approximately $750 million of debt, reducing Net Leverage1 to 3.9x trailing twelve months Adjusted EBITDA |
| • | Secured and announced a multi-year partnership with Major League Baseball to distribute primary ticket inventory through our Direct Issuance technology, expanding fan access to MLB games beginning with the 2026 season |
| Three Months Ended September 30, | ||||||||||
| 2025 | 2024 | % Change |
||||||||
| (in thousands, except percentages) | ||||||||||
| Gross Merchandise Sales (GMS) |
$ | 2,434,796 | $ | 2,188,890 | 11% | |||||
| Revenue |
$ | 468,113 | $ | 433,779 | 8% | |||||
| Net loss |
$ | (1,294,609 | ) | $ | (33,012 | ) | * | |||
| Adjusted EBITDA |
$ | 67,493 | $ | 55,750 | 21% | |||||
| Adjusted EBITDA Margin |
14 | % | 13 | % | ||||||
* - Not meaningful
Eric Baker, Founder, Chairman and Chief Executive Officer of StubHub, commented, “Our debut quarter as a public company underscores the strength and resilience of our global marketplace. We delivered double-digit GMS growth, expanded market share, and significantly strengthened our balance sheet — all while advancing our long-term strategy to make live entertainment more accessible for fans everywhere.”
Baker continued, “StubHub’s mission has always started with the fan — creating more access and transparency around the live event experience. We are building a truly differentiated consumer product that improves the experience for fans while unlocking better economics for venues, teams, and artists through open distribution. We’re early in that journey, but our progress so far gives us great confidence in our strategy and the long-term value we’re creating.”
| 1. | For a definition, 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. |
Conference Call and Webcast Information
StubHub will host a conference call and audio webcast today at 5:00 PM Eastern Time, during which management will discuss third quarter 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. Through StubHub in North America and viagogo internationally, 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. 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: our ability to compete in the ticketing industry against current or future competitors; our ability to maintain relationships with buyers and sellers, including individual sellers, professional sellers and content rights holders; the demand for tickets on our platform or for live events in general; our ability to continue to improve our platform and maintain and enhance our brands; 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 rely on third-party platforms to distribute our applications or host our ticketing platform; our ability to expand the adoption of our platform for direct issuance and disrupt the legacy primary ticketing model; our ability to expand into adjacent market opportunities across live entertainment and into additional live event and experience categories; our expectations regarding the size, addressability and expected growth or contraction of our target market, as well as our beliefs as to the drivers of those changes; our ability to comply with domestic regulatory regimes; our ability to successfully defend against litigation; the effects of seasonal trends on our results of operations; 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; our ability to effectively manage our exposure to fluctuations in foreign currency exchange rates and rising inflation rates; the increased expenses associated with being a public company; and our ability to attract and retain a qualified management team and other team members while controlling our labor costs. 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. All forward-looking statements are based on information available to us as of the date of this press release and are made only as of such date. The Company undertakes no obligation to update these statements to reflect subsequent events or circumstances, except as required by law.
Contact
Investors:
ir@stubhub.com
Media:
StubHub@brunswickgroup.com &
pr@stubhub.com
STUBHUB HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)
(Unaudited)
| Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue |
$ | 468,113 | $ | 433,779 | $ | 1,296,015 | $ | 1,237,230 | ||||||||
| Costs and expenses: |
||||||||||||||||
| Cost of revenue (exclusive of depreciation and amortization shown separately below) |
100,514 | 79,562 | 238,102 | 205,919 | ||||||||||||
| Operations and support |
22,508 | 15,584 | 48,634 | 44,379 | ||||||||||||
| Sales and marketing |
281,136 | 220,964 | 735,246 | 606,664 | ||||||||||||
| General and administrative |
1,425,733 | 99,355 | 1,571,161 | 296,929 | ||||||||||||
| Depreciation and amortization |
6,411 | 6,168 | 19,167 | 18,139 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total costs and expenses |
1,836,302 | 421,633 | 2,612,310 | 1,172,030 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| (Loss) income from operations |
(1,368,189 | ) | 12,146 | (1,316,295 | ) | 65,200 | ||||||||||
| Interest income |
12,912 | 11,045 | 31,579 | 31,286 | ||||||||||||
| Interest expense |
(35,360 | ) | (47,548 | ) | (121,665 | ) | (134,569 | ) | ||||||||
| Other income, net |
4,904 | 1,907 | 4,552 | 1,907 | ||||||||||||
| Foreign currency losses |
(1,133 | ) | (19,519 | ) | (86,303 | ) | (5,388 | ) | ||||||||
| Loss on extinguishment of debt |
(15,454 | ) | — | (15,454 | ) | (8,216 | ) | |||||||||
| Gains (losses) on derivatives |
1,471 | (7,858 | ) | 637 | 2,380 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total other expense, net |
(32,660 | ) | (61,973 | ) | (186,654 | ) | (112,600 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Loss before income taxes |
(1,400,849 | ) | (49,827 | ) | (1,502,949 | ) | (47,400 | ) | ||||||||
| Benefit (provision) for income taxes |
106,240 | 16,815 | 132,328 | (9,590 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net loss |
(1,294,609 | ) | (33,012 | ) | (1,370,621 | ) | (56,990 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net loss attributable to common stockholders |
$ | (1,331,317 | ) | $ | (45,875 | ) | $ | (1,443,132 | ) | $ | (96,061 | ) | ||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net loss per share attributable to common stockholders: |
||||||||||||||||
| Basic |
$ | (4.27 | ) | $ | (0.15 | ) | $ | (4.70 | ) | $ | (0.32 | ) | ||||
|
|
|
|
|
|
|
|
|
|||||||||
| Diluted |
$ | (4.27 | ) | $ | (0.15 | ) | $ | (4.71 | ) | $ | (0.32 | ) | ||||
|
|
|
|
|
|
|
|
|
|||||||||
| Weighted-average shares used in computing net loss per share attributable to common stockholders: |
||||||||||||||||
| Basic |
311,633,848 | 304,427,934 | 306,981,026 | 304,335,924 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Diluted |
312,956,375 | 304,427,934 | 307,421,868 | 304,335,924 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
STUBHUB HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
(Unaudited)
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Assets |
||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ | 1,392,458 | $ | 1,000,965 | ||||
| Accounts receivable |
6,205 | 5,473 | ||||||
| Inventory |
2,004 | 16,145 | ||||||
| Prepaid expenses and other current assets |
39,425 | 28,772 | ||||||
|
|
|
|
|
|||||
| Total current assets |
1,440,092 | 1,051,355 | ||||||
| Non-current assets: |
||||||||
| Property and equipment, net |
58,269 | 6,514 | ||||||
| Trademarks and trade names |
864,800 | 864,800 | ||||||
| Other intangible assets, net |
43,715 | 59,855 | ||||||
| Goodwill |
2,686,701 | 2,686,701 | ||||||
| Restricted cash |
16,593 | 14,634 | ||||||
| Deferred tax assets |
401,163 | 248,482 | ||||||
| Other non-current assets |
89,447 | 161,244 | ||||||
|
|
|
|
|
|||||
| Total assets |
$ | 5,600,780 | $ | 5,093,585 | ||||
|
|
|
|
|
|||||
| Liabilities, Redeemable Preferred Stock, Redeemable Common Stock, and Stockholders’ Equity |
||||||||
| Current liabilities: |
||||||||
| Accounts payable |
$ | 66,924 | $ | 112,633 | ||||
| Payments due to buyers and sellers |
865,826 | 706,783 | ||||||
| Accrued expenses and other current liabilities (including $22,272 and $0 under the fair value option, respectively) |
333,550 | 269,104 | ||||||
| Long-term debt obligations, current |
— | 19,526 | ||||||
|
|
|
|
|
|||||
| Total current liabilities |
1,266,300 | 1,108,046 | ||||||
| Non-current liabilities: |
||||||||
| Long-term debt obligations, non-current |
1,652,858 | 2,311,981 | ||||||
| Other non-current liabilities (including $0 and $70,397 under the fair value option, respectively) |
230,664 | 295,816 | ||||||
|
|
|
|
|
|||||
| Total liabilities |
3,149,822 | 3,715,843 | ||||||
|
|
|
|
|
|||||
| Commitments and contingencies |
||||||||
| Redeemable preferred stock, $0.001 par value; 100,000,000 and 28,000,000 shares authorized as of September 30, 2025 and December 31, 2024, respectively; 794,893 and 510,000 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively; aggregate liquidation preference of $1,013,637 and $665,561 as of September 30, 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 September 30, 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 September 30, 2025 and December 31, 2024, respectively; 320,737,388 and 273,872,642 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively |
$ | 320 | $ | 274 | ||||
| Class B common stock, $0.001 par value; 200,000,000 and 50,000,000 shares authorized as of September 30, 2025 and December 31, 2024, respectively; 24,750,000 shares issued and outstanding as of September 30, 2025 and December 31, 2024 |
25 | 25 | ||||||
| Class C common stock, $0.001 par value; zero and 16,077,175 shares authorized as of September 30, 2025 and December 31, 2024; zero and 4,328,764 shares issued and outstanding as of September 30, 2025 and December 31, 2024 |
— | 4 | ||||||
| Additional paid-in capital |
4,486,070 | 2,255,500 | ||||||
| Accumulated other comprehensive income |
81,806 | 129,430 | ||||||
| Accumulated deficit |
(2,875,290 | ) | (1,504,669 | ) | ||||
|
|
|
|
|
|||||
| Total stockholders’ equity |
1,692,931 | 880,564 | ||||||
|
|
|
|
|
|||||
| Total liabilities, redeemable preferred stock, redeemable common stock, and stockholders’ equity |
$ | 5,600,780 | $ | 5,093,585 | ||||
|
|
|
|
|
|||||
STUBHUB HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| Nine Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities: |
||||||||
| Net loss |
$ | (1,370,621 | ) | $ | (56,990 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||
| Depreciation |
1,829 | 1,657 | ||||||
| Amortization of intangible assets |
17,338 | 16,482 | ||||||
| Stock-based compensation |
1,412,779 | 4,356 | ||||||
| Amortization of debt issuance costs |
6,535 | 7,245 | ||||||
| Losses on derivatives |
7,602 | 11,196 | ||||||
| Amortization of unrealized losses on cash flow hedge |
(23,924 | ) | (5,539 | ) | ||||
| Unrealized foreign exchange losses |
87,647 | 9,279 | ||||||
| Loss on extinguishment of debt |
15,454 | 8,216 | ||||||
| Deferred income taxes |
(135,458 | ) | 15,933 | |||||
| Fair value change for preferred stocks and preferred stock bifurcated derivatives |
15,825 | 6,549 | ||||||
| Other |
6,840 | 4,553 | ||||||
| Changes in operating assets and liabilities: |
||||||||
| Accounts receivable |
(491 | ) | 5,183 | |||||
| Inventory |
7,302 | (23,508 | ) | |||||
| Prepaid expenses and other current assets |
(8,125 | ) | (551 | ) | ||||
| Other non-current assets |
(1,667 | ) | (20,976 | ) | ||||
| Operating lease right-of-use assets |
3,359 | 3,818 | ||||||
| Accounts payable |
(49,937 | ) | (23,104 | ) | ||||
| Payments due to buyers and sellers |
131,165 | 281,572 | ||||||
| Accrued expenses and other current liabilities |
26,600 | 127,941 | ||||||
| Other non-current liabilities |
33,839 | 41,610 | ||||||
| Operating lease liabilities |
(2,455 | ) | (3,987 | ) | ||||
|
|
|
|
|
|||||
| Net cash provided by operating activities |
181,436 | 410,935 | ||||||
| Cash flows from investing activities: |
||||||||
| Capitalized software development costs |
(22,842 | ) | (2,104 | ) | ||||
| Purchases of property and equipment |
(1,170 | ) | (1,326 | ) | ||||
| Purchases of intangible assets |
(1,198 | ) | (1,770 | ) | ||||
|
|
|
|
|
|||||
| Net cash used in investing activities |
(25,210 | ) | (5,200 | ) | ||||
| 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 |
59 | 1,123 | ||||||
| Proceeds from issuance of debt |
— | 443,465 | ||||||
| Proceeds from partial interest rate swap termination |
14,010 | — | ||||||
| Repurchase and retirement of Class A and Class C common stock |
(1,000 | ) | — | |||||
| Repayment of long-term debt obligations |
(759,763 | ) | (501,709 | ) | ||||
| Payment of tax withholding obligations on vested equity awards |
(81,607 | ) | — | |||||
| Payments of deferred offering costs |
(10,050 | ) | (2,630 | ) | ||||
| Payment of debt issuance costs |
— | (2,770 | ) | |||||
|
|
|
|
|
|||||
| Net cash provided by (used in) financing activities |
224,542 | (38,496 | ) | |||||
STUBHUB HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands) – continued
(Unaudited)
| Nine Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Effect of exchange rate changes on cash, cash equivalents, and restricted cash |
12,723 | (1,942 | ) | |||||
|
|
|
|
|
|||||
| Net increase in cash, cash equivalents, and restricted cash |
393,491 | 365,297 | ||||||
| Cash, cash equivalents, and restricted cash at beginning of period |
1,015,912 | 821,053 | ||||||
|
|
|
|
|
|||||
| Cash, cash equivalents, and restricted cash at end of period |
$ | 1,409,403 | $ | 1,186,350 | ||||
|
|
|
|
|
|||||
| Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets: |
||||||||
| Cash and cash equivalents |
$ | 1,392,458 | $ | 1,142,357 | ||||
| Restricted cash in prepaid expenses and other current assets |
352 | 28,309 | ||||||
| Restricted cash |
16,593 | 15,684 | ||||||
|
|
|
|
|
|||||
| Total cash, cash equivalents, and restricted cash |
$ | 1,409,403 | $ | 1,186,350 | ||||
|
|
|
|
|
|||||
| Supplemental cash flow information |
||||||||
| Cash paid for: |
||||||||
| Interest |
$ | 159,442 | $ | 177,723 | ||||
| Non-cash investing and financing activities: |
||||||||
| Stock-based compensation capitalized in development of capitalized software |
$ | 28,342 | $ | — | ||||
| Deferred offering costs accrued, unpaid |
$ | 4,335 | $ | 4,942 | ||||
| Debt issuance costs, unpaid |
$ | 190 | $ | — | ||||
Key Business Metric and Non-GAAP Financial Measures
StubHub regularly reviews the key business metric, GMS, and the non-GAAP financial measures, Adjusted EBITDA, Free Cash Flow, Net Leverage, Adjusted Gross Margin, Adjusted Sales and Marketing Expenses, Adjusted Operations and Support Expenses, and Adjusted General and Administrative Expenses to evaluate our business, measure our performance, identify trends, prepare financial projections and make business decisions. The measures set forth below should be considered in addition to, not as a substitute for or in isolation from, our financial results prepared in accordance with GAAP. Other companies, including companies in our industry, may calculate these measures differently or not at all, which reduces their usefulness as comparative measures. A reconciliation of the non-GAAP financial measures, Adjusted EBITDA and Free Cash Flow, 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.”
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 (expense) income, net, foreign currency losses, gains (losses) on derivatives, depreciation and amortization, acquisition-related costs, stock-based compensation expense, employee relocation costs, 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. 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 Sales and Marketing Expense 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)
(Unaudited)
Adjusted EBITDA
| Three Months Ended September 30, |
Nine Months Ended September 30, |
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| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net loss |
$ | (1,294,609 | ) | $ | (33,012 | ) | $ | (1,370,621 | ) | $ | (56,990 | ) | ||||
| Add (deduct) |
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| Interest income |
(12,912 | ) | (11,045 | ) | (31,579 | ) | (31,286 | ) | ||||||||
| Interest expense |
35,360 | 47,548 | 121,665 | 134,569 | ||||||||||||
| (Benefit) provision for income taxes |
(106,240 | ) | (16,815 | ) | (132,328 | ) | 9,590 | |||||||||
| Other (income) expense, net |
(4,904 | ) | (1,907 | ) | (4,552 | ) | (1,907 | ) | ||||||||
| Foreign currency losses |
1,133 | 19,519 | 86,303 | 5,388 | ||||||||||||
| (Gains) losses on derivatives |
(1,471 | ) | 7,858 | (637 | ) | (2,380 | ) | |||||||||
| Depreciation and amortization |
6,411 | 6,168 | 19,167 | 18,139 | ||||||||||||
| Debt refinancing costs and loss on extinguishment of debt(1) |
15,454 | — | 15,454 | 33,886 | ||||||||||||
| Acquisition-related costs(2) |
— | 125 | 250 | 1,249 | ||||||||||||
| Stock-based compensation expense(3) |
1,405,248 | 1,426 | 1,412,779 | 4,356 | ||||||||||||
| Indirect tax contingency costs(4) |
12,992 | 11,755 | 34,938 | 38,024 | ||||||||||||
| Litigation reserves(5) |
7,000 | 22,379 | 7,000 | 38,756 | ||||||||||||
| Other costs and expenses(6) |
4,031 | 1,751 | 11,942 | 2,915 | ||||||||||||
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| Adjusted EBITDA |
$ | 67,493 | $ | 55,750 | $ | 169,781 | $ | 194,309 | ||||||||
| Revenue |
468,113 | 433,779 | 1,296,015 | 1,237,230 | ||||||||||||
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| Net loss as a percentage of revenue |
(277 | )% | (8 | )% | (106 | )% | (5 | )% | ||||||||
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| Adjusted EBITDA as a percentage of revenue |
14 | % | 13 | % | 13 | % | 16 | % | ||||||||
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| 1. | During the three and nine months ended September 30, 2025, we incurred $15.5 million of loss on extinguishment of debt as a result of our early principal payment related to the 2024 USD Term Loan of $750.0 million in connection with, and using proceeds from the IPO, which is a non-recurring transaction. During the nine months ended September 30, 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, which is a non-recurring transaction. 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 September 30, 2025 and 2024, we incurred zero and $0.1 million of transaction and integration costs, respectively, and during the nine months ended September 30, 2025 and 2024, we incurred $0.3 million and $1.2 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 September 30, 2025 and 2024, we incurred $12.8 million and $11.4 million of expenses, respectively, associated with potential indirect tax contingencies for withholding obligations and $0.2 million and $0.4 million of professional service costs, respectively. During the nine months ended September 30, 2025 and 2024, we incurred $33.7 million and $31.0 million of expenses, respectively, associated with potential indirect tax contingencies for withholding obligations and $1.3 million and $7.0 million of professional service costs, respectively. |
| 5. | During the three months ended September 30, 2025 and 2024, we incurred $7.0 million and $22.4 million, respectively, and during the nine months ended September 30, 2025 and 2024, we incurred $7.0 million and $38.8 million, respectively, for expenses due to a litigation-related loss contingency for specific matters for which we deemed loss to be probable. 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 nine months ended September 30, 2025, (b) personnel-related costs related to our customer service office closure of zero and $1.7 million for the three months ended September 30, 2025 and 2024, respectively, and $0.2 million and $1.7 million for the nine months ended September 30, 2025 and 2024, respectively, (c) a one-time expense related to our IPO of $4.0 million for both the three and nine months ended September 30, 2025, and (d) entity restructuring costs associated with the transfer of certain intangible assets and restructuring of our wholly owned subsidiaries of $0.1 million for the three months ended September 30, 2024, and $1.2 million for the nine months ended September 30, 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 September 30, |
Nine Months Ended September 30, |
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| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| (in thousands) | ||||||||||||||||
| Net cash provided by (used in) operating activities(1) |
$ | 3,795 | $ | 12,357 | $ | 181,436 | $ | 410,935 | ||||||||
| Less: Purchases of property and equipment |
(372 | ) | (646 | ) | (1,170 | ) | (1,326 | ) | ||||||||
| Less: Purchases of intangible assets |
(256 | ) | (588 | ) | (1,198 | ) | (1,770 | ) | ||||||||
| Less: Capitalized software development costs |
(7,767 | ) | (521 | ) | (22,842 | ) | (2,104 | ) | ||||||||
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| Free cash flow |
$ | (4,600 | ) | $ | 10,602 | $ | 156,226 | $ | 405,735 | |||||||
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| TTM free cash flow |
$ | 5,601 | $ | 501,492 | $ | 5,601 | $ | 501,492 | ||||||||
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| 1. | Includes $39.6 million, $40.1 million, $115.0 million and $108.6 million of interest payments on our outstanding debt, net of cash received on the settlement of interest rate swap derivatives for the three months ended September 30, 2025 and 2024 and for the nine months ended September 30, 2025 and 2024, respectively. |
Reconciliation of Cost of Revenue to Adjusted Cost of Revenue
| Three Months Ended September 30, |
Nine Months Ended September 30, |
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| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| (in thousands) | ||||||||||||||||
| Cost of revenue |
$ | 100,514 | $ | 79,562 | $ | 238,102 | $ | 205,919 | ||||||||
| Add (deduct) |
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| Stock-based compensation expense |
(23,356 | ) | — | (23,356 | ) | — | ||||||||||
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| Adjusted cost of revenue |
$ | 77,158 | $ | 79,562 | $ | 214,746 | $ | 205,919 | ||||||||
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Reconciliation of Operations and Support Expenses to Adjusted Operations and Support Expenses
| Three Months Ended September 30, |
Nine Months Ended September 30, |
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| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| (in thousands) | ||||||||||||||||
| Operations and support | $ | 22,508 | $ | 15,584 | $ | 48,634 | $ | 44,379 | ||||||||
| Add (deduct) | ||||||||||||||||
| Stock-based compensation expense |
(5,938 | ) | — | (5,938 | ) | — | ||||||||||
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| Adjusted operations and support |
$ | 16,570 | $ | 15,584 | $ | 42,696 | $ | 44,379 | ||||||||
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Reconciliation of Sales and Marketing Expenses to Adjusted Sales and Marketing Expenses
| Three Months Ended September 30, |
Nine Months Ended September 30, |
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| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| (in thousands) | ||||||||||||||||
| Sales and marketing |
$ | 281,136 | $ | 220,964 | $ | 735,246 | $ | 606,664 | ||||||||
| Add (deduct) |
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| Stock-based compensation expense |
(26,462 | ) | — | (26,462 | ) | — | ||||||||||
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| Adjusted sales and marketing |
$ | 254,674 | $ | 220,964 | $ | 708,784 | $ | 606,664 | ||||||||
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Reconciliation of General and Administrative Expenses to Adjusted General and Administrative Expenses
| Three Months Ended September 30, |
Nine Months Ended September 30, |
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| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| (in thousands) | ||||||||||||||||
| General and administrative |
$ | 1,425,733 | $ | 99,355 | $ | 1,571,161 | $ | 296,929 | ||||||||
| Add (deduct) | ||||||||||||||||
| Stock-based compensation expense |
(1,349,492 | ) | (1,426 | ) | (1,357,023 | ) | (4,356 | ) | ||||||||
| Acquisition-related costs |
— | (125 | ) | (250 | ) | (1,249 | ) | |||||||||
| Debt refinancing costs |
— | — | — | (25,670 | ) | |||||||||||
| Indirect tax contingency costs |
(12,992 | ) | (11,755 | ) | (34,938 | ) | (38,024 | ) | ||||||||
| Litigation reserves |
(7,000 | ) | (22,379 | ) | (7,000 | ) | (38,756 | ) | ||||||||
| Other costs and expenses(1) |
(4,031 | ) | (1,751 | ) | (11,942 | ) | (2,915 | ) | ||||||||
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| Adjusted general and administrative |
$ | 52,218 | $ | 61,919 | $ | 160,008 | $ | 185,959 | ||||||||
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| 1. | Represents (a) a one-time expense to terminate an intellectual property rights licensing agreement of $7.7 million for the nine months ended September 30, 2025, (b) personnel-related costs related to our customer service office closure of zero and $1.7 million for the three months ended September 30, 2025 and 2024, respectively, and $0.2 million and $1.7 million for the nine months ended September 30, 2025 and 2024, respectively, (c) a one-time expense related to our IPO of $4.0 million for the three and nine months ended September 30, 2025, respectively, and (d) entity restructuring costs associated with the transfer of certain intangible assets and restructuring of our wholly owned subsidiaries of $0.1 million for the three months ended September 30, 2024, and $1.2 million for the nine months ended September 30, 2024. We do not consider these expenses to be representative of the ongoing financial performance of our core business. |
Reconciliation of Net Income (Loss) to TTM Adjusted EBITDA
| Three Months Ended | ||||||||||||||||||||||||||||||||
| September 30, 2025 |
June 30, 2025 |
March 31, 2025 |
December 31, 2024 |
September 30, 2024 |
June 30, 2024 |
March 31, 2024 |
December 31, 2023 |
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| Net income (loss) |
$ | (1,294,609 | ) | $ | (53,829 | ) | $ | (22,183 | ) | $ | 54,190 | $ | (33,012 | ) | $ | (7,920 | ) | $ | (16,058 | ) | $ | 339,323 | ||||||||||
| Add (deduct) |
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| Interest income |
(12,912 | ) | (10,365 | ) | (8,302 | ) | (9,832 | ) | (11,045 | ) | (11,283 | ) | (8,958 | ) | (6,854 | ) | ||||||||||||||||
| Interest expense |
35,360 | 43,868 | 42,437 | 45,209 | 47,548 | 45,617 | 41,404 | 40,954 | ||||||||||||||||||||||||
| (Benefit) provision for income taxes |
(106,240 | ) | (17,594 | ) | (8,494 | ) | 30,469 | (16,815 | ) | 35,906 | (9,501 | ) | (340,222 | ) | ||||||||||||||||||
| Other income, net |
(4,904 | ) | 352 | — | — | (1,907 | ) | — | — | — | ||||||||||||||||||||||
| Foreign currency losses |
1,133 | 61,125 | 24,045 | (46,458 | ) | 19,519 | (5,320 | ) | (8,811 | ) | 24,265 | |||||||||||||||||||||
| Losses (gains) on derivatives |
(1,471 | ) | 1,499 | (665 | ) | (721 | ) | 7,858 | (3,666 | ) | (6,572 | ) | 11,792 | |||||||||||||||||||
| Depreciation and amortization |
6,411 | 6,412 | 6,344 | 6,393 | 6,168 | 6,070 | 5,901 | 5,825 | ||||||||||||||||||||||||
| Debt refinancing costs and loss on extinguishment of debt |
15,454 | — | — | — | — | 603 | 33,283 | — | ||||||||||||||||||||||||
| Acquisition-related costs |
— | 125 | 125 | 125 | 125 | 125 | 999 | 566 | ||||||||||||||||||||||||
| Stock-based compensation expense |
1,405,248 | 2,037 | 5,494 | 3,381 | 1,426 | 622 | 2,308 | 2,720 | ||||||||||||||||||||||||
| Indirect tax contingency costs |
12,992 | 12,981 | 8,965 | 14,094 | 11,755 | 11,486 | 14,783 | 10,346 | ||||||||||||||||||||||||
| Litigation reserves |
7,000 | — | — | 5,727 | 22,379 | — | 16,377 | — | ||||||||||||||||||||||||
| Other costs and expenses |
4,031 | 7,731 | 180 | 1,789 | 1,751 | 649 | 515 | 2,367 | ||||||||||||||||||||||||
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| Adjusted EBITDA |
$ | 67,493 | $ | 54,342 | $ | 47,946 | $ | 104,366 | $ | 55,750 | $ | 72,889 | $ | 65,670 | $ | 91,082 | ||||||||||||||||
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| TTM Adjusted EBITDA |
$ | 274,147 | $ | 262,404 | $ | 280,951 | $ | 298,675 | $ | 285,391 | ||||||||||||||||||||||
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Reconciliation of Net Cash Provided by (Used in) Operating Activities to TTM Free Cash Flow
| Three Months Ended | ||||||||||||||||||||||||||||||||
| September 30, 2025 |
June 30, 2025 |
March 31, 2025 |
December 31, 2024 |
September 30, 2024 |
June 30, 2024 |
March 31, 2024 |
December 31, 2023 |
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| (in thousands) | ||||||||||||||||||||||||||||||||
| Net cash provided by (used in) operating activities |
$ | 3,795 | $ | 19,320 | $ | 158,321 | $ | (149,448 | ) | $ | 12,357 | $ | 138,221 | $ | 260,357 | $ | 98,638 | |||||||||||||||
| Less: Purchases of property and equipment |
(372 | ) | (291 | ) | (507 | ) | (340 | ) | (646 | ) | (319 | ) | (361 | ) | (372 | ) | ||||||||||||||||
| Less: Purchases of intangible assets |
(256 | ) | (467 | ) | (475 | ) | (316 | ) | (588 | ) | (756 | ) | (426 | ) | (1,706 | ) | ||||||||||||||||
| Less: Capitalized software development costs |
(7,767 | ) | (8,846 | ) | (6,229 | ) | (521 | ) | (521 | ) | (704 | ) | (879 | ) | (803 | ) | ||||||||||||||||
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| Free cash flow |
$ | (4,600 | ) | $ | 9,716 | $ | 151,110 | $ | (150,625 | ) | $ | 10,602 | $ | 136,442 | $ | 258,691 | $ | 95,757 | ||||||||||||||
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| TTM free cash flow |
$ | 5,601 | $ | 20,803 | $ | 147,529 | $ | 255,110 | $ | 501,492 | ||||||||||||||||||||||
| Net interest payment(1) |
$ | 39,629 | $ | 37,989 | $ | 37,362 | $ | 38,524 | $ | 40,128 | $ | 48,763 | $ | 19,730 | $ | 37,309 | ||||||||||||||||
| Change in payments due to buyers and sellers(2) |
$ | (29,555 | ) | $ | (30,832 | ) | $ | 191,552 | $ | (251,412 | ) | $ | (37,612 | ) | $ | 68,751 | $ | 250,433 | $ | 42,591 | ||||||||||||
| 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 statement of cash flows. |
Reconciliation of Net Leverage
| September 30, 2025 |
December 31, 2024 |
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| (in thousands, except percentages) | ||||||||
| 2024 Euro Term Loan | $ | 531,453 | $ | 471,049 | ||||
| 2024 USD Term Loan | 1,154,187 | 1,913,950 | ||||||
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| Principal amount — senior credit facilities | 1,685,640 | 2,384,999 | ||||||
| Add (deduct): | ||||||||
| Cash and cash equivalents |
(1,392,458 | ) | (1,000,965 | ) | ||||
| Payments due to sellers(1) |
769,567 | 630,022 | ||||||
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| Total | 1,062,749 | 2,014,056 | ||||||
| TTM Adjusted EBITDA | 274,147 | 298,675 | ||||||
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| Net Leverage |
3.9x | 6.7x | ||||||
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| 1. | Reported within payments due to buyers and sellers in notes to the condensed consolidated financial statements |