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 -

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

   

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.

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.”

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.

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

 

STUBHUB HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands) – continued

(Unaudited)

 

 

Nine Months Ended September 30,

 

 

2025

 

 

 

2024

 

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

)

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,

 

 

2025

 

 

 

2024

 

 

 

2025

 

 

 

2024

 

Net loss

$

(1,294,609

)

 

$

(33,012

)

 

$

(1,370,621

)

 

$

(56,990

)

Add (deduct)

 

 

 

 

 

 

 

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

 

Adjusted EBITDA

$

67,493

 

 

$

55,750

 

 

$

169,781

 

 

$

194,309

 

Revenue

 

468,113

 

 

 

433,779

 

 

 

1,296,015

 

 

 

1,237,230

 

Net loss as a percentage of revenue

 

(277

)%

 

 

(8

)%

 

 

(106

)%

 

 

(5

)%

Adjusted EBITDA as a percentage of revenue

 

14

%

 

 

13

%

 

 

13

%

 

 

16

%

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,

 

 

 

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

)

Free cash flow

 

$

(4,600

)

 

$

10,602

 

 

$

156,226

 

 

$

405,735

 

TTM free cash flow

 

$

5,601

 

 

$

501,492

 

 

$

5,601

 

 

$

501,492

 

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,

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

(in thousands)

Cost of revenue

$

100,514

 

 

$

79,562

 

$

238,102

 

 

$

205,919

Add (deduct)

 

 

 

 

 

 

 

Stock-based compensation expense

 

(23,356

)

 

 

 

 

(23,356

)

 

 

Adjusted cost of revenue

$

77,158

 

 

$

79,562

 

$

214,746

 

 

$

205,919

Reconciliation of Operations and Support Expenses to Adjusted Operations and Support Expenses

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

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

)

 

 

Adjusted operations and support

$

16,570

 

 

$

15,584

 

$

42,696

 

 

$

44,379

Reconciliation of Sales and Marketing Expenses to Adjusted Sales and Marketing Expenses

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

(in thousands)

Sales and marketing

$

281,136

 

 

$

220,964

 

$

735,246

 

 

$

606,664

Add (deduct)

 

 

 

 

 

 

 

Stock-based compensation expense

 

(26,462

)

 

 

 

 

(26,462

)

 

 

Adjusted sales and marketing

$

254,674

 

 

$

220,964

 

$

708,784

 

 

$

606,664

Reconciliation of General and Administrative Expenses to Adjusted General and Administrative Expenses

 

 

Three Months Ended

September 30,

 

Nine Months Ended

September 30,

 

 

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

)

Adjusted general and administrative

$

52,218

 

 

$

61,919

 

 

$

160,008

 

 

$

185,959

 

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

Net income (loss)

$

(1,294,609

)

 

$

(53,829

)

 

$

(22,183

)

 

$

54,190

 

 

$

(33,012

)

 

$

(7,920

)

 

$

(16,058

)

 

$

339,323

 

Add (deduct)

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

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

 

Adjusted EBITDA

$

67,493

 

 

$

54,342

 

 

$

47,946

 

 

$

104,366

 

 

$

55,750

 

 

$

72,889

 

 

$

65,670

 

 

$

91,082

 

TTM Adjusted EBITDA

$

274,147

 

 

$

262,404

 

 

$

280,951

 

 

$

298,675

 

 

$

285,391

 

 

 

   

 

 

   

 

 

   

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

 

(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

)

Free cash flow

$

(4,600

)

 

$

9,716

 

 

$

151,110

 

 

$

(150,625

)

 

$

10,602

 

 

$

136,442

 

 

$

258,691

 

 

$

95,757

 

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,

 

December 31,

 

 

2025

 

 

 

2024

 

 

(in thousands, except percentages)

2024 Euro Term Loan

$

531,453

 

 

$

471,049

 

2024 USD Term Loan

 

1,154,187

 

 

 

1,913,950

 

Principal amount—senior credit facilities

1,685,64

 

 

2,384,999

 

Add (deduct):

 

 

 

Cash and cash equivalents

 

(1,392,458

)

 

 

(1,000,965

)

Payments due to sellers(1)

 

769,567

 

 

 

630,022

 

Total

 

1,062,749

 

 

 

2,014,056

 

TTM Adjusted EBITDA

 

274,147

 

 

 

298,675

 

Net Leverage

3.9x

 

6.7x

1.

Reported within payments due to buyers and sellers in notes to the condensed consolidated financial statements

 

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