Form 8-K

8-K — StubHub Holdings, Inc.

Accession: 0001628280-26-034632

Filed: 2026-05-13

Period: 2026-05-13

CIK: 0001337634

SIC: 7990 (SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — stub-20260513.htm (Primary)

EX-99.1 (q12026stubhubearningsrelea.htm)

GRAPHIC (imagea.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: stub-20260513.htm · Sequence: 1

stub-20260513

false000133763400013376342026-05-132026-05-13

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

May 13, 2026

Date of Report (date of earliest event reported)

___________________________________

STUBHUB HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

___________________________________

Delaware

(State or other jurisdiction of

incorporation or organization)

001-42846

(Commission File Number)

20-2082924

(I.R.S. Employer Identification Number)

175 Greenwich Street, 59th Floor,

New York, New York 10007

(Address of principal executive offices and zip code)

(888) 977-5364

(Registrant's telephone number, including area code)

___________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Class A common stock, par value $0.001 per share STUB New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 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 May 13, 2026, StubHub Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

99.1

Press release dated May 13, 2026

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: May 13, 2026

By: /s/ Connie James

Connie James

Chief Financial Officer

EX-99.1

Filename: q12026stubhubearningsrelea.htm · Sequence: 2

Document

Exhibit 99.1

StubHub Announces First Quarter 2026 Results

–Gross Merchandise Sales increased to $2.2 billion, up 7% year over year -

–Revenue increased to $446.0 million, up 12% year over year -

–Adjusted EBITDA increased to $72.1 million; adjusted EBITDA margin up over 400 basis points year over year to 16% -

–Continued progress on debt reduction with additional $100.0 million payment in May -

–Reiterates full-year financial outlook on positive first quarter performance -

NEW YORK, NY – May 13, 2026 – StubHub Holdings, Inc. (NYSE: STUB), a leading global ticketing marketplace for live events, today reported financial results for the first quarter ended March 31, 2026.

“Our first quarter results reflect our disciplined execution in a healthy operating environment for both live events and our resale marketplace,” said Eric Baker, Founder, Chairman and Chief Executive Officer of StubHub. “We delivered a positive start to 2026, and we believe we are on track to achieve our full year financial outlook as we grow globally and increase profitability through greater scale.”

Mr. Baker continued, “We are progressing with new initiatives, including open distribution (previously called direct issuance) and advertising, that are expected to drive better outcomes for fans and content rights holders and unlock future revenue for StubHub. Our focus remains on building the global destination for consumers to access live events, making it easier for fans to discover and access tickets anywhere in the world.”

Financial Highlights

•Gross Merchandise Sales (“GMS”)1 of $2.2 billion, a $142.0 million, or 7% increase compared to $2.1 billion in the prior-year period.

•Revenue of $446.0 million, equal to 20% of GMS, a 12% increase compared to $397.6 million in the prior-year period.

•Net income of $48.0 million, representing an 11% net income margin, compared to a net loss of $22.2 million in the prior-year period.

•Adjusted EBITDA1 of $72.1 million, representing a 16% adjusted EBITDA margin, a 50% increase compared to $47.9 million in the prior-year period.

•Net cash provided by operating activities of $298.4 million, inclusive of net inflows of buyer receipts and seller payments, an 88% increase compared to $158.3 million in the prior-year period.

•Free cash flow1 of $290.6 million, a 92% increase compared to $151.1 million in the prior-year period.

•Cash and cash equivalents of $1.5 billion; payments due to sellers of $1.0 billion.

•Further strengthened balance sheet with $100.0 million debt reduction in May.

Full Year 2026 Financial Outlook

StubHub is reiterating its full year 2026 GMS and adjusted EBITDA outlook:

•GMS of $9.9 billion to $10.1 billion

•Adjusted EBITDA2 of $400 million to $420 million

These guidance ranges constitute forward-looking statements and reflect information available to the company as of the date hereof. There can be no assurance that the company’s actual results will not differ materially from the estimates set forth, including as a result of factors outside of the company’s control. See cautionary note below regarding “Forward-Looking Statements.”

1.For definitions, please refer to “Key Business Metric and Non-GAAP Financial Measures” below. Please also refer to the tables under “Reconciliations of GAAP to Non-GAAP Financial Measures” below.

2.A reconciliation of Adjusted EBITDA guidance to the corresponding GAAP measure is not available on a forward-looking basis without unreasonable effort due to the uncertainty of expenses that may be incurred in the future, although it is important to note that these factors could be material to results computed in accordance with GAAP. For example, stock-based compensation-related charges are impacted by the timing of employee stock transactions, the future fair market value of Class A common stock, and future hiring and retention needs, all of which are difficult to predict and subject to constant change.

Conference Call and Webcast Information

StubHub will host a conference call and live webcast to discuss its first quarter 2026 results today at 5:00 p.m. ET.

The live webcast and replay may be accessed on StubHub’s investor relations website, investors.stubhub.com, along with a copy of the earnings presentation and this press release.

About StubHub

StubHub is a leading global ticketing marketplace for live events. 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 statements regarding our financial outlook for the full year 2026, market position, future revenue opportunities, growth strategies, and ability to deliver sustainable long-term value for our stakeholders. Our actual results may differ materially from expectations, and reported results should not be considered as an indication of future performance. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “hope,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” or similar expressions. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied, and you should not rely on these as predictions of future events. Factors that may cause differences include, without limitation: the demand for tickets on our platform or for live events in general; our ability to maintain relationships with buyers and sellers, including individual sellers, professional sellers and content rights holders; changes in or any limitation or discontinuation of support by internet search engines and related technologies that impact how consumers find information online; our ability to compete in the ticketing industry against current or future competitors; our ability to continue to improve our platform and maintain and enhance our brands; our ability to expand into adjacent market opportunities across live entertainment and into additional live event and experience categories; our ability to expand the adoption of our platform for open distribution, formerly known as 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 and Quarterly Reports on Form 10-Q. All forward-looking statements are based on information available to us as of the date of this press release and are made only as of such date. We undertake no obligation to update these statements to reflect subsequent events or circumstances, except as required by law.

Contact

Investors:

ir@stubhub.com

Media:

pr@stubhub.com

STUBHUB HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share data)

(Unaudited)

Three Months Ended March 31,

2026 2025

Revenue $ 446,045 $ 397,607

Costs and expenses:

Cost of revenue (exclusive of depreciation and amortization shown separately below)

65,815 62,456

Operations and support

14,956 12,166

Sales and marketing

225,907 218,904

General and administrative

105,645 70,899

Depreciation and amortization 7,893 6,344

Total costs and expenses

420,216 370,769

Income from operations

25,829 26,838

Interest income 10,526 8,302

Interest expense (17,268) (42,437)

Foreign currency gains (losses) 20,590 (24,045)

Gains on derivatives 5,537 665

Total other income (expense), net 19,385 (57,515)

Income (loss) before income taxes 45,214 (30,677)

Benefit for income taxes 2,831 8,494

Net income (loss) 48,045 (22,183)

Net income (loss) attributable to common stockholders $ 32,537 $ (35,889)

Net income (loss) per share attributable to common stockholders:

Basic $ 0.09 $ (0.12)

Diluted $ 0.06 $ (0.12)

Weighted-average shares used in computing net income (loss) per share attributable to common stockholders:

Basic 359,355,611 304,554,114

Diluted 378,309,298 304,554,114

STUBHUB HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

(Unaudited)

March 31, December 31,

2026 2025

Assets

Current assets:

Cash and cash equivalents $ 1,526,237 $ 1,241,587

Accounts receivable 9,615 6,909

Inventory 8,819 9,228

Prepaid expenses and other current assets 78,025 37,924

Total current assets 1,622,696 1,295,648

Non-current assets:

Property and equipment, net 87,337 73,254

Trademarks and trade names 864,800 864,800

Other intangible assets, net 32,609 38,243

Goodwill 2,686,701 2,686,701

Restricted cash 17,329 17,543

Deferred tax assets 1,863 2,083

Other non-current assets 40,306 75,781

Total assets $ 5,353,641 $ 5,054,053

Liabilities, Redeemable Preferred Stock, and Stockholders’ Equity

Current liabilities:

Accounts payable $ 63,966 $ 71,087

Payments due to buyers and sellers 1,111,677 845,892

Accrued expenses and other current liabilities (including zero and $17,894 under the fair value option, respectively) 296,622 334,305

Total current liabilities 1,472,265 1,251,284

Non-current liabilities:

Long-term debt obligations, non-current 1,496,227 1,506,957

Deferred tax liabilities

98,200 93,226

Other non-current liabilities 269,006 260,971

Total liabilities 3,335,698 3,112,438

Commitments and contingencies

Redeemable preferred stock, $0.001 par value; 100,000,000 shares authorized as of March 31, 2026 and December 31, 2025; 490,000 and 794,893 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively; aggregate liquidation preference of $706,493 and $1,027,583 as of March 31, 2026 and December 31, 2025, respectively 454,350 758,027

Stockholders’ equity:

Class A common stock, $0.001 par value; 3,000,000,000 shares authorized as of March 31, 2026 and December 31, 2025; 348,975,889 and 321,320,641 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively 349 321

Class B common stock, $0.001 par value; 200,000,000 shares authorized as of March 31, 2026 and December 31, 2025; 24,750,000 shares issued and outstanding as of March 31, 2026 and December 31, 2025 25 25

Additional paid-in capital 4,871,163 4,522,498

Accumulated other comprehensive income 54,614 71,347

Accumulated deficit (3,362,558) (3,410,603)

Total stockholders’ equity 1,563,593 1,183,588

Total liabilities, redeemable preferred stock, and stockholders’ equity $ 5,353,641 $ 5,054,053

STUBHUB HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

Three Months Ended March 31,

2026 2025

Cash flows from operating activities:

Net income (loss) $ 48,045 $ (22,183)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation 2,215 597

Amortization of intangible assets 5,678 5,747

Stock-based compensation 31,006 5,494

Amortization of debt issuance costs 997 1,993

Losses on derivatives 2,873 2,339

Amortization of unrealized losses on cash flow hedge (7,166) (1,819)

Unrealized foreign exchange (gains) losses (21,709) 27,674

Deferred income taxes (3,908) (9,981)

Fair value change for preferred stocks and preferred stock bifurcated derivatives (8,031) 1,742

Other 532 3,452

Changes in operating assets and liabilities:

Accounts receivable (2,782) (1,243)

Inventory 409 (3,167)

Prepaid expenses and other current assets (8,057) (9,306)

Other non-current assets 301 (6,517)

Operating lease right-of-use assets 1,164 1,029

Accounts payable (4,443) (73,990)

Payments due to buyers and sellers 273,649 191,552

Accrued expenses and other current liabilities (20,397) 21,818

Other non-current liabilities 9,220 23,774

Operating lease liabilities (1,180) (684)

Net cash provided by operating activities 298,416 158,321

Cash flows from investing activities:

Capitalized software development costs (7,629) (6,229)

Purchases of property and equipment (169) (507)

Purchases of intangible assets (44) (475)

Net cash used in investing activities (7,842) (7,211)

Cash flows from financing activities:

Proceeds from issuance of Class A common stock upon exercise of stock options and warrants 32 33

Repurchase and retirement of Class A common stock — (1,000)

Repayment of long-term debt obligations — (4,882)

Payment of tax withholding obligations on vested equity awards (2,608) —

Payments of deferred offering costs (2,055) —

Net cash used in financing activities (4,631) (5,849)

Effect of exchange rate changes on cash, cash equivalents, and restricted cash (1,506) 4,255

Net increase in cash, cash equivalents, and restricted cash 284,437 149,516

Cash, cash equivalents, and restricted cash at beginning of period 1,259,129 1,015,911

Cash, cash equivalents, and restricted cash at end of period $ 1,543,566 $ 1,165,427

STUBHUB HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - continued

(In thousands)

(Unaudited)

Three Months Ended March 31,

2026 2025

Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets:

Cash and cash equivalents $ 1,526,237 $ 1,150,071

Restricted cash in prepaid expenses and other current assets — 324

Restricted cash 17,329 15,032

Total cash, cash equivalents, and restricted cash $ 1,543,566 $ 1,165,427

Supplemental cash flow information

Cash paid for:

Interest $ 31,013 $ 52,754

Non-cash investing and financing activities:

Stock-based compensation capitalized in development of capitalized software $ 6,723 $ 183

Deferred offering costs accrued, unpaid $ 352 $ 7,099

Key Business Metric and Non-GAAP Financial Measures

StubHub regularly reviews the key business metric, GMS, and the non-GAAP financial measures, Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow, Net Leverage, Adjusted Gross Margin, Adjusted Sales and Marketing Expenses, Adjusted Operations and Support Expenses, and Adjusted General and Administrative Expenses to evaluate our business, measure our performance, identify trends, prepare financial projections and make business decisions. The measures set forth below should be considered in addition to, not as a substitute for or in isolation from, our financial results prepared in accordance with GAAP. Other companies, including companies in our industry, may calculate these measures differently or not at all, which reduces their usefulness as comparative measures. A reconciliation of the non-GAAP financial measures, to the most directly comparable financial measures calculated in accordance with GAAP is set forth below under “Reconciliations of GAAP to Non-GAAP Financial Measures.” A reconciliation of our Adjusted EBITDA guidance to the corresponding GAAP measure is not available on a forward-looking basis without unreasonable effort due to the uncertainty of expenses that may be incurred in the future, although it is important to note that these factors could be material to our results computed in accordance with GAAP. For example, stock-based compensation-related charges are impacted by the timing of employee stock transactions, the future fair market value of our Class A common stock, and our future hiring and retention needs, all of which are difficult to predict and subject to constant change.

Gross Merchandise Sales represents the total dollar value paid by buyers for ticket transactions and fulfillment. GMS includes fees we charge buyers and sellers that can vary by transaction, as well as the net proceeds we remit to sellers. Our definition of GMS does not include applicable sales, value-added and other indirect taxes, shipping costs and the impact of discounts and coupons as well as event cancellations or expected cancellations after the initial transaction on our platform. We believe it is useful to exclude these items, primarily refunds due to event cancellations, as GMS is a key metric used by management to measure business performance.

Adjusted EBITDA is calculated as net (loss) income excluding results from non-operating sources including interest income and expense, benefit (provision) for income taxes, other (income) expense, net, foreign currency gains (losses), gains (losses) on derivatives, depreciation and amortization, acquisition-related costs, 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 March 31,

2026 2025

Net income (loss)

$ 48,045 $ (22,183)

Add (deduct):

Interest income (10,526) (8,302)

Interest expense 17,268 42,437

Benefit for income taxes (2,831) (8,494)

Foreign currency losses (gains) (20,590) 24,045

Gains on derivatives

(5,537) (665)

Depreciation and amortization 7,893 6,344

Acquisition-related costs(1)

— 125

Stock-based compensation expense(2)

31,006 5,494

Indirect tax contingency costs(3)

2,585 8,965

Litigation reserves(4)

4,493 —

Other costs and expenses(5)

278 180

Adjusted EBITDA

$ 72,084 $ 47,946

Revenue

$ 446,045 $ 397,607

Net income (loss) as a percentage of revenue

11% (6)%

Adjusted EBITDA as a percentage of revenue

16% 12%

1.During the three months ended March 31, 2026 and 2025, we incurred zero and $0.1 million of transaction and integration costs, respectively. We do not consider these costs to be representative of the ongoing financial performance of our core business, and we do not expect these costs to be significant going forward.

2.During the three months ended March 31, 2026 and 2025, we recognized $31.0 million and $5.5 million of stock-based compensation expense, net of $6.7 million and $0.2 million capitalized for internally developed software, associated with RSUs, stock options and restricted stock, respectively.

3.During the three months ended March 31, 2026 and 2025, we incurred $2.4 million and $8.4 million of expenses, respectively, associated with potential indirect tax contingencies for withholding obligations and $0.2 million and $0.6 million of professional service costs, respectively.

4.During the three months ended March 31, 2026 and 2025, we incurred $4.5 million and zero, respectively, for expenses due to a litigation-related loss contingency for specific matters for which we deemed loss to be probable as described in Note 12, “Commitments and Contingencies” to our interim condensed consolidated financial statements.

5.Represents a one-time expense related to our initial public offering of $0.3 million during the three months ended March 31, 2026, and personnel-related costs related to our customer service office closure of $0.2 million for the three months ended March 31, 2025. We do not consider these expenses to be representative of the ongoing financial performance of our core business.

Free Cash Flow

Three Months Ended March 31,

2026 2025

(in thousands)

Net cash provided by operating activities(1)

$ 298,416 $ 158,321

Less: Capitalized software development costs (7,629) (6,229)

Less: Purchases of property and equipment (169) (507)

Less: Purchases of intangible assets (44) (475)

Free cash flow $ 290,574 $ 151,110

TTM free cash flow(2)

$ 297,653 $ 147,529

(1) Includes $22.6 million and $37.4 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 March 31, 2026 and 2025, respectively.

(2) Seasonal trends in our GMS and the timing of major events throughout the year impact free cash flow for any given quarter and can vary year to year. Trailing 12 months (“TTM”) free cash flow provides a longer-term view of our business that is less impacted by the seasonality of GMS and seller payments.

Reconciliation of Cost of Revenue to Adjusted Cost of Revenue

Three Months Ended March 31,

2026 2025

(in thousands)

Cost of revenue $ 65,815 $ 62,456

Add (deduct):

Stock-based compensation expense (654) —

Adjusted cost of revenue

$ 65,161 $ 62,456

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

Three Months Ended March 31,

2026 2025

(in thousands)

Operations and support $ 14,956 $ 12,166

Add (deduct):

Stock-based compensation expense (142) —

Adjusted operations and support

$ 14,814 $ 12,166

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

Three Months Ended March 31,

2026 2025

(in thousands)

Sales and marketing $ 225,907 $ 218,904

Add (deduct):

Stock-based compensation expense (2,407) —

Adjusted sales and marketing

$ 223,500 $ 218,904

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

Three Months Ended March 31,

2026 2025

(in thousands)

General and administrative $ 105,645 $ 70,899

Add (deduct):

Stock-based compensation expense (27,803) (5,494)

Litigation reserves (4,493) —

Indirect tax contingency costs (2,585) (8,965)

Acquisition-related costs

— (125)

Other costs and expenses

(278) (180)

Adjusted general and administrative

$ 70,486 $ 56,135

Reconciliation of Adjusted Gross Margin

Three Months Ended March 31,

2026 2025

(in thousands)

Revenue $ 446,045 $ 397,607

Cost of revenue 65,815 62,456

Stock-based compensation expense

(654) —

Adjusted cost of revenue 65,161 62,456

Adjusted gross margin

$ 380,884 $ 335,151

Adjusted gross margin as a percentage of revenue 85% 84%

Reconciliation of Net Income (Loss) to TTM Adjusted EBITDA

Three Months Ended

March 31,

2026

December 31,

2025

September 30,

2025

June 30,

2025

March 31,

2025

December 31,

2024

September 30,

2024

June 30,

2024

(in thousands)

Net income (loss)

$ 48,045 $ (535,313) $ (1,294,609) $ (53,829) $ (22,183) $ 54,190 $ (33,012) $ (7,920)

Add (deduct):

Interest income (10,526) (10,833) (12,912) (10,365) (8,302) (9,832) (11,045) (11,283)

Interest expense 17,268 18,370 35,360 43,868 42,437 45,209 47,548 45,617

Provision (benefit) for income taxes

(2,831) 492,922 (106,240) (17,594) (8,494) 30,469 (16,815) 35,906

Other (income) expense, net

— — (4,904) 352 — — (1,907) —

Foreign currency losses (gains)

(20,590) 3,361 1,133 61,125 24,045 (46,458) 19,519 (5,320)

Losses (gains) on derivatives (5,537) 776 (1,471) 1,499 (665) (721) 7,858 (3,666)

Depreciation and amortization 7,893 6,437 6,411 6,412 6,344 6,393 6,168 6,070

Acquisition-related costs

— — — 125 125 125 125 125

Debt refinancing costs and loss on extinguishment of debt — 3,038 15,454 — — — — 603

Stock-based compensation expense

31,006 34,889 1,405,248 2,037 5,494 3,381 1,426 622

Indirect tax contingency costs 2,585 18,566 12,992 12,981 8,965 14,094 11,755 11,486

Litigation reserves

4,493 30,080 7,000 — — 5,727 22,379 —

Other costs and expenses

278 362 4,031 7,731 180 1,789 1,751 649

Adjusted EBITDA

$ 72,084 $ 62,655 $ 67,493 $ 54,342 $ 47,946 $ 104,366 $ 55,750 $ 72,889

TTM Adjusted EBITDA $ 256,574 $ 232,436 $ 274,147 $ 262,404 $ 280,951

Reconciliation of Net Cash Provided by (Used in) Operating Activities to TTM Free Cash Flow

Three Months Ended

March 31,

2026

December 31,

2025

September 30,

2025

June 30,

2025

March 31,

2025

December 31,

2024

September 30,

2024

June 30,

2024

(in thousands)

Net cash provided by (used in) operating activities $ 298,416 $ 11,133 $ 3,795 $ 19,320 $ 158,321 $ (149,448) $ 12,357 $ 138,221

Less: Capitalized software development costs (7,629) (8,690) (7,767) (8,846) (6,229) (521) (521) (704)

Less: Purchases of property and equipment (169) (223) (372) (291) (507) (340) (646) (319)

Less: Purchases of intangible assets (44) (257) (256) (467) (475) (316) (588) (756)

Free cash flow

$ 290,574 $ 1,963 $ (4,600) $ 9,716 $ 151,110 $ (150,625) $ 10,602 $ 136,442

TTM cash flow provided by operations

$ 332,664 $ 192,569 $ 31,988 $ 40,550 $ 159,451

TTM free cash flow

$ 297,653 $ 158,189 $ 5,601 $ 20,803 $ 147,529

Net interest payment(1)

$ 22,603 $ 24,496 $ 39,629 $ 37,989 $ 37,362 $ 38,524 $ 40,128 $ 48,763

Change in payments due to buyers and sellers(2)

$ 273,649 $ (24,662) $ (29,555) $ (30,832) $ 191,552 $ (251,412) $ (37,612) $ 68,751

1.Includes interest payments on our outstanding debt, net of cash received on the settlement of interest rate swap derivatives.

2.Includes change in payments due to buyers and sellers as noted in the condensed consolidated statements of cash flows.

Reconciliation of Net Leverage

March 31, December 31,

2026 2025

(in thousands, except percentages)

2024 Euro Term Loan $ 518,782 $ 531,041

2024 USD Term Loan 1,004,187 1,004,187

Principal amount—senior credit facilities 1,522,969 1,535,228

Add (deduct):

Cash and cash equivalents (1,526,237) (1,241,587)

Payments due to sellers(1)

1,018,514 747,363

Net Debt

$ 1,015,246 $ 1,041,004

TTM Adjusted EBITDA $ 256,574 $ 232,436

Net Leverage 4.0x 4.5x

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

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May 13, 2026

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