Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report and our audited consolidated financial statements and related notes for the year ended December 31, 2025 included in our Annual Report on Form 10-K for the year ended December 31, 2025. The following discussion contains forward-looking statements that are based on current plans, expectations and beliefs that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including, but not limited to, those identified below and those discussed in the section titled "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2025 and including the "Special Note Regarding Forward-Looking Statements" of this Quarterly Report, and in the other filings we make with the SEC from time to time. Our historical results are not necessarily indicative of the results that may be expected for any period in the future.
Overview
We are 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.
Highlights for First Quarter 2026
Key Business Metrics
•Gross Merchandise Sales ("GMS") was $2.2 billion for the three months ended March 31, 2026, as compared to $2.1 billion in the three months ended March 31, 2025
Financial Results
•Revenue was $446.0 million for the three months ended March 31, 2026, as compared to $397.6 million in the three months ended March 31, 2025
•Gross margin was 85% for the three months ended March 31, 2026, as compared to 84% in the three months ended March 31, 2025
•Total costs and expenses were $420.2 million for the three months ended March 31, 2026, as compared to $370.8 million in the three months ended March 31, 2025
•Net income (loss) was $48.0 million for the three months ended March 31, 2026, as compared to $(22.2) million in the three months ended March 31, 2025
•Adjusted EBITDA was $72.1 million for the three months ended March 31, 2026, as compared to $47.9 million in the three months ended March 31, 2025
•Net cash provided by operating activities was $298.4 million for the three months ended March 31, 2026, as compared to $158.3 million in the three months ended March 31, 2025
•Free cash flow was $290.6 million for the three months ended March 31, 2026, as compared to $151.1 million in the three months ended March 31, 2025
•Cash and cash equivalents were $1.5 billion as of March 31, 2026
Results of Operations
The following tables set forth our results of operations for the periods presented:
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Three Months Ended March 31,
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2026
|
|
2025
|
|
|
(in thousands)
|
|
Revenue
|
$
|
446,045
|
|
|
$
|
397,607
|
|
|
Costs and expenses:
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|
|
|
|
Cost of revenue (exclusive of depreciation and amortization shown separately below) (1)
|
65,815
|
|
|
62,456
|
|
|
Operations and support (1)
|
14,956
|
|
|
12,166
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|
|
Sales and marketing (1)
|
225,907
|
|
|
218,904
|
|
|
General and administrative (1)
|
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)
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|
|
Foreign currency gains (losses)
|
20,590
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|
(24,045)
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|
Gains on derivatives
|
5,537
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|
|
665
|
|
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Total other income (expense), net
|
19,385
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|
(57,515)
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|
Income (loss) before income taxes
|
45,214
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|
(30,677)
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Benefit for income taxes
|
2,831
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|
|
8,494
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|
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Net income (loss)
|
$
|
48,045
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|
$
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(22,183)
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(1) Includes stock-based compensation as follows:
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Three Months Ended March 31,
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2026
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2025
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(in thousands)
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Cost of revenue (exclusive of depreciation and amortization shown separately below)
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$
|
654
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|
$
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-
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Operations and support
|
142
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|
-
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Sales and marketing
|
2,407
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-
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General and administrative
|
27,803
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|
|
5,494
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Total stock-based compensation expense
|
$
|
31,006
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|
|
$
|
5,494
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Comparison of the Three Months Ended March 31, 2026 and 2025
Revenue
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Three Months Ended March 31,
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$ Change
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% Change
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2026
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2025
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|
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|
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|
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|
|
|
|
(in thousands, except percentages)
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|
Revenue
|
$
|
446,045
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|
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$
|
397,607
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|
|
$
|
48,438
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12.2%
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The overall increase in our revenue in the amount of $48.4 million for the three months ended March 31, 2026 as compared to the same period in 2025 is primarily attributable to an increase of $27.0 million due to a higher average transaction fee rate we charge to buyers and sellers on each transaction, and growth in GMS, which was primarily due to an increase in GMS per transaction on our platform.
Cost of Revenue (Exclusive of Depreciation and Amortization)
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Three Months Ended March 31,
|
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$ Change
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% Change
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|
2026
|
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2025
|
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|
|
|
|
|
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(in thousands, except percentages)
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|
Cost of revenue (exclusive of depreciation and amortization)
|
|
$
|
65,815
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|
$
|
62,456
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|
$
|
3,359
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5.4%
|
The overall increase in our cost of revenue (exclusive of depreciation and amortization) in the amount of $3.4 million for the three months ended March 31, 2026 as compared to the same period in 2025 was primarily attributable to an increase of $11.4 million in payment processing costs related to the volume of transactions we facilitated during the three months ended March 31, 2026. This is partially offset by a reduction of $5.0 million in ticket substitution and replacement costs and a decrease of $4.3 million in inventory costs.
Operations and Support
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Three Months Ended March 31,
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$ Change
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% Change
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|
2026
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2025
|
|
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|
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|
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|
(in thousands, except percentages)
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|
Operations and support
|
$
|
14,956
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|
|
$
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12,166
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|
|
$
|
2,790
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22.9%
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The overall increase in operations and support expenses in the amount of $2.8 million for the three months ended March 31, 2026 as compared to the same period in 2025 was primarily attributable to an increase of $2.8 million in outsourced customer support.
Sales and Marketing
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Three Months Ended March 31,
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$ Change
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% Change
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2026
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2025
|
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(in thousands, except percentages)
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Sales and marketing
|
$
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225,907
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$
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218,904
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$
|
7,003
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3.2%
|
The overall increase in sales and marketing expenses in the amount of $7.0 million for the three months ended March 31, 2026 as compared to the same period in 2025 was primarily attributable to an increase of $2.4 million related to stock-based compensation expense, an increase of $2.2 million in sponsorship fees paid to certain content rights holders, and an increase of $1.5 million in advertising expenses driven by an increase in transaction volume.
General and Administrative
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Three Months Ended March 31,
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$ Change
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% Change
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2026
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2025
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(in thousands, except percentages)
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General and administrative
|
$
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105,645
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$
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70,899
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$
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34,746
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49.0%
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The overall increase in general and administrative expense in the amount of $34.7 million for the three months ended March 31, 2026 as compared to the same period in 2025 was primarily attributable to an increase of $22.3 million related to stock-based compensation expense, an increase of $8.0 million in professional services fees and an increase of $3.4 million in personnel-related costs.
Depreciation and Amortization
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Three Months Ended March 31,
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$ Change
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% Change
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2026
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2025
|
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|
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|
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|
(in thousands, except percentages)
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|
Depreciation and amortization
|
$
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7,893
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|
$
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6,344
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$
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1,549
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24.4%
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Depreciation and amortization expenses increased $1.5 million for the three months ended March 31, 2026 as compared to the same period in 2025, primarily due to increased depreciation and amortization for new assets placed into service.
Interest Income
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Three Months Ended March 31,
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$ Change
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% Change
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|
2026
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|
2025
|
|
|
|
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|
|
|
|
|
|
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|
(in thousands, except percentages)
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|
Interest income
|
$
|
10,526
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|
|
$
|
8,302
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|
|
$
|
2,224
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26.8%
|
Interest income increased $2.2 million for the three months ended March 31, 2026 as compared to the same period in 2025, primarily due to higher cash and cash equivalent balances throughout the quarter, partially offset by lower interest rates.
Interest Expense
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Three Months Ended March 31,
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|
$ Change
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% Change
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|
2026
|
|
2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands, except percentages)
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|
Interest expense
|
$
|
(17,268)
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|
|
$
|
(42,437)
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|
|
$
|
25,169
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|
(59.3)%
|
Interest expense decreased $25.2 million for the three months ended March 31, 2026 as compared to the same period in 2025 primarily due to a decrease of $22.3 million due to lower variable interest rates for our outstanding term loans and repayments of principal of our 2024 USD Term Loan.
Foreign Currency Gains (Losses)
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Three Months Ended March 31,
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|
$ Change
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% Change
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|
2026
|
|
2025
|
|
|
|
|
|
|
|
|
|
|
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|
|
(in thousands, except percentages)
|
|
Foreign currency gains (losses)
|
$
|
20,590
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|
|
$
|
(24,045)
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|
|
$
|
44,635
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|
*
|
Foreign currency gains increased $44.6 million for the three months ended March 31, 2026 as compared to the same period in 2025, which is primarily attributable to the remeasurement of our 2024 Euro Term Loan obligation, litigation reserves and indirect tax contingencies primarily driven by changes in exchange rates.
* Not meaningful
Gains on Derivatives
|
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Three Months Ended March 31,
|
|
$ Change
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|
% Change
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|
2026
|
|
2025
|
|
|
|
|
|
|
|
|
|
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|
|
|
(in thousands, except percentages)
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|
Gains on derivatives
|
$
|
5,537
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|
|
$
|
665
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|
|
$
|
4,872
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|
732.6%
|
Gains on derivatives increased $4.9 million for the three months ended March 31, 2026 as compared to the same period in 2025, primarily as a result of an increase in the settlements received related to interest rate swap derivatives, which were not designated as a cash flow hedge.
Benefit for Income Taxes
|
|
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|
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|
|
|
|
|
Three Months Ended March 31,
|
|
$ Change
|
|
% Change
|
|
|
2026
|
|
2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands, except percentages)
|
|
Benefit for income taxes
|
$
|
2,831
|
|
|
$
|
8,494
|
|
|
$
|
(5,663)
|
|
(66.7)%
|
Benefit for income taxes decreased $5.7 million for the three months ended March 31, 2026 as compared to the same period in 2025, primarily due to current period pre-tax income, net of the benefit recognized for the changes in the U.S. valuation allowances and tax benefits on the interest rate swap reclassified from AOCI, whereas the tax benefit for the three months ended March 31, 2025 was primarily attributable to the pre-tax loss.
Key Business Metric and Non-GAAP Financial Measures
We regularly review the following key business metric and non-GAAP financial measures 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 "-Non-GAAP Financial Measures."
The following table summarizes our key business metric and non-GAAP financial measures (along with the most directly comparable GAAP measures) for the periods indicated:
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|
Three Months Ended March 31,
|
|
|
|
|
2026
|
|
2025
|
|
% Change
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
Key Business Metric
|
|
|
|
|
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|
GMS(1)
|
$
|
2,221,747
|
|
|
$
|
2,079,709
|
|
|
7%
|
|
Non-GAAP Financial Measures
|
|
|
|
|
|
|
Net income (loss) (GAAP)
|
$
|
48,045
|
|
|
$
|
(22,183)
|
|
|
*
|
|
Adjusted EBITDA(2)
|
$
|
72,084
|
|
|
$
|
47,946
|
|
|
50%
|
|
Net cash provided by operating activities (GAAP)
|
$
|
298,416
|
|
|
$
|
158,321
|
|
|
88%
|
|
Free cash flow(3)
|
$
|
290,574
|
|
|
$
|
151,110
|
|
|
92%
|
* Not meaningful
(1) See "-Key Business Metric-Gross Merchandise Sales" below for more information.
(2) See "-Non-GAAP Financial Measures-Adjusted EBITDA" below for more information.
(3) See "-Non-GAAP Financial Measures-Free Cash Flow" below for more information.
Key Business Metric
Gross Merchandise Sales
GMS 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.
Our revenue depends significantly on the dollar value of GMS flowing through our platform and our ability to generate fees from such transactions. We believe that GMS is useful to management and investors as it serves as an important indicator of our ability to attract and satisfy buyers and sellers, the overall health of our marketplace and the scale and growth of our business.
Other marketplaces may not present GMS or may calculate this measure differently, which would reduce its usefulness as comparative measure. GMS is an operating metric and does not represent revenue earned by us calculated in accordance with GAAP.
During the three months ended March 31, 2026, our GMS grew 7% year-over-year due to ongoing market growth in international and North American secondary markets.
Non-GAAP Financial Measures
Adjusted EBITDA
We calculate Adjusted EBITDA as net income (loss) excluding results from non-operating sources including interest income and expense, provision (benefit) for income taxes, foreign currency losses (gains), gains on derivatives, depreciation and amortization, acquisition-related costs, stock-based compensation expense, 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 income (loss) and our other GAAP results.
The following table presents a reconciliation of net income (loss), the most directly comparable financial measure presented in accordance with GAAP, to Adjusted EBITDA.
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|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
2026
|
|
2025
|
|
|
|
|
|
|
|
(in thousands, except percentages)
|
|
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.
During the three months ended March 31, 2026, the increase in Adjusted EBITDA, compared to the prior year, was driven by higher average transaction fee rates, increased marketing efficiency, and growth in GMS per transaction, partially offset by higher direct costs related to growth in GMS and certain general and administrative costs.
Free Cash Flow
We define free cash flow 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.
The following table presents a reconciliation of net cash provided by operating activities, the most directly comparable financial measure presented in accordance with GAAP, to free cash flow:
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Three Months Ended
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March 31, 2026
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December 31, 2025
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September 30,
2025
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June 30, 2025
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March 31, 2025
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December 31, 2024
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September 30, 2024
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June 30, 2024
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(in thousands)
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Net cash provided by operating activities(1)
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$
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298,416
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|
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$
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11,133
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|
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$
|
3,795
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|
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$
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19,320
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$
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158,321
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$
|
(149,448)
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$
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12,357
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$
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138,221
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Less: Capitalized software development costs
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(7,629)
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(8,690)
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(7,767)
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(8,846)
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(6,229)
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(521)
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(521)
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(704)
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Less: Purchases of property and equipment
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(169)
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(223)
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(372)
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(291)
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(507)
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(340)
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(646)
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(319)
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Less: Purchases of intangible assets
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(44)
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(257)
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(256)
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(467)
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(475)
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(316)
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(588)
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(756)
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Free cash flow
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$
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290,574
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$
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1,963
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$
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(4,600)
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$
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9,716
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$
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151,110
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$
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(150,625)
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$
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10,602
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|
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$
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136,442
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TTM cash flow provided by operations
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$
|
332,664
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|
$
|
192,569
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$
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31,988
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$
|
40,550
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$
|
159,451
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TTM free cash flow (2)
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$
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297,653
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$
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158,189
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$
|
5,601
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$
|
20,803
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$
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147,529
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(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.
Liquidity and Capital Resources
As of March 31, 2026, we had cash and cash equivalents of $1,526.2 million. Cash and cash equivalents consist of short-term, highly liquid investments with original maturities of three months or less when purchased, and are primarily comprised of cash in banks, money market funds and cash held at online payment companies, which excludes $17.3 million of restricted cash.
On September 29, 2025, we made an early principal payment related to the 2024 USD Term Loan of $750.0 million in connection with, and using proceeds from, the IPO. Additionally, on December 16, 2025, we made an early principal payment on the 2024 USD Term Loan of $150.0 million. The paydown on September 29, 2025 was applied first to eliminate all remaining principal amortization payments that were scheduled to be paid on the principal balance of the 2024 USD Term Loan, beginning on September 30, 2025.
We expect our existing cash and cash equivalents will be sufficient to fund anticipated cash requirements for at least the next 12 months. We amended our Credit Facilities in March 2024 to extend their maturities. Our Credit Facilities mature in 2030. We expect we will be required to refinance our Credit Facilities at some point in the future. There is no assurance we would be able to obtain such funding or refinancing on acceptable terms and conditions, or at all. If we are unable to raise additional capital when desired, our business, results of operations and financial condition will be adversely affected.
Our primary requirements for liquidity are for general corporate purposes and servicing our indebtedness. To date, we have financed our operations principally through cash from operations, private placements of our redeemable preferred stock and proceeds from our credit facilities.
Credit Facilities
On March 15, 2024, we entered into the fourth amendment to the Credit Agreement to refinance the USD Term Loan B, USD Term Loan B2, Euro Term Loan B and Revolving Credit Facility (the "Refinancing"). As a result of the Refinancing, the refinanced Euro Term Loan B (the "2024 Euro Term Loan") has a maturity date of March 2030, aggregate principal balance €452.4 million and an interest rate equal to EURIBOR, subject to a floor of 0.00%, plus 5.00%. As of March 31, 2026, the interest rate for the 2024 Euro Term Loan was 6.89%. In addition, as a result of the Refinancing, the outstanding principal balance of each of the USD Term Loan B and USD Term Loan B2 were consolidated into one loan (the "2024 USD Term Loan" and together with the 2024 Euro Term Loan and the Revolving Credit Facility, the "Credit Facilities"). The 2024 USD Term Loan has a maturity date of March 2030, initial aggregate principal balance of $1,952.6 million and an interest rate equal to SOFR, subject to a floor of 0.00%, plus 4.75%. As of March 31, 2026, the interest rate for the 2024 USD Term Loan was 8.42%. After six months following the effective date of the Refinancing, we have an option to prepay part or all of both the 2024 USD Term Loan and the 2024 Euro Term Loan prior to maturity without penalty. On June 24, 2024, we repaid $24.0 million of the outstanding principal of the 2024 USD Term Loan. On September 29, 2025, we made an early principal payment related to the 2024 USD Term Loan of $750.0 million in connection with, and using proceeds from, the IPO. Additionally, on December 16, 2025, the Company made an early principal payment on the 2024 USD Term Loan of $150.0 million. The paydown on September 29, 2025 was applied first to eliminate all remaining principal amortization payments that were scheduled to be paid on the principal balance of the 2024 USD Term Loan, beginning on September 30, 2025. The principal balance of the 2024 USD Term Loan was $1,004.2 million as of March 31, 2026.
The Revolving Credit Facility initially allowed for an initial aggregate principal amount of $125.0 million, including: (i) a $30.0 million letter of credit sublimit and (ii) a $30.0 million swingline loans sublimit. On March 13, 2023, as part of the SOFR Amendment, the interest rate per annum for the Revolving Credit Facility was amended to equal to SOFR, subject to a floor of 0.00%, plus 3.61448%. On March 15, 2024, as part of the Refinancing, we extended the maturity date of the Revolving Credit Facility from February 2025 to March 2028. On June 27, 2024, we entered into the fifth amendment (as amended) to the Credit Agreement to increase the commitment under the Revolving Credit Facility, subject to certain conditions, including the occurrence of an initial public offering. On September 29, 2025, the Company met the conditions, including the occurrence of a Qualified IPO, under Amendment No. 5 related to the Revolving Credit Facility that increased the aggregate principal amount to $565.0 million, including: (i) a $120.0 million letter of credit sublimit and (ii) a $60.0 million swingline loan sublimit. The maturity date for the Revolving Credit Facility was also extended from March 2028 to September 2030. As of March 31, 2026, there were outstanding standby letters of credit in an aggregate amount of $43.0 million under the Revolving Credit Facility that we issued in connection with our appeal bond for a litigation matter and office leases. During and as of the three months ended March 31, 2026, no amounts have been drawn on the letters of credit. The available balance under the letter of credit sublimit for Revolving Credit Facility was $77.0 million as of March 31, 2026.
In connection with the Refinancing, we incurred underwriting fees of 1.00% on the principal balance and other issuance costs of $4.1 million and each of the extended loans had an original issue discount of 1.00% of the principal balances.
The Credit Facilities contain customary representations and warranties, affirmative covenants, reporting obligations and negative covenants. The Credit Facilities are secured by (i) a first priority lien on substantially all of our and our domestic subsidiaries' tangible and intangible personal property, including but not limited to intellectual property and accounts receivable and (ii) a first priority pledge of 100% of our equity interests and each of our material direct, wholly owned subsidiaries limited to 65% of the voting capital stock and 100% of the non-voting stock of certain foreign subsidiaries, in each case, subject to certain exceptions.
As of March 31, 2026, we had $1,523.0 million outstanding under our term loan Credit Facilities. As of March 31, 2026, there were no outstanding amounts drawn on the Revolving Credit Facility.
Our Credit Facilities are subject to variable interest rates. Although we believe our interest rate risk management strategy will continue to mitigate any potential material impacts on our liquidity and capital resources, future interest rate increases could materially impact our business, financial condition and results of operations. For more information, see "Risk Factors-Risks Relating to Our Financial Condition and Indebtedness-Our variable rate indebtedness subjects us to interest rate risk, which could cause our indebtedness service obligations to increase significantly" in our Annual Report on Form 10-K for the year ended December 31, 2025.
Cash Flows
The following table summarizes our cash flows for the periods presented:
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Three Months Ended March 31,
|
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|
2026
|
|
2025
|
|
|
|
|
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|
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|
|
(in thousands)
|
|
Net cash provided by operating activities
|
|
$
|
298,416
|
|
|
$
|
158,321
|
|
|
Net cash used in investing activities
|
|
$
|
(7,842)
|
|
|
$
|
(7,211)
|
|
|
Net cash used in financing activities
|
|
$
|
(4,631)
|
|
|
$
|
(5,849)
|
|
Cash Flows from Operating Activities
For the three months ended March 31, 2026, net cash provided by operating activities was $298.4 million, primarily resulting from net income of $48.0 million, after consideration of non-cash charges of $2.5 million. Net cash inflows from the change in net operating assets and liabilities of $247.9 million were primarily due to a $273.6 million increase in payments due to buyers and sellers driven by improvements in GMS and increase in the time period between ticket sales and event dates. The non-cash items included in our net income for the three months ended March 31, 2026 relate primarily to stock-based compensation charges of $31.0 million, partially offset by unrealized foreign exchange gains of $21.7 million and fair value change for Series M of $8.0 million.
For the three months ended March 31, 2025, net cash provided by operating activities was $158.3 million, which consisted of a net loss of $22.2 million, after consideration of non-cash charges of $37.2 million. Net cash inflows from the change in net operating assets and liabilities of $143.3 million were primarily due to a $191.6 million increase in payments due to buyers and sellers driven by improvements in GMS, a $23.8 million increase in other non-current liabilities, and a $21.8 million increase in accrued expenses partially offset by a $74.0 million decrease in accounts payable, a $9.3 million decrease in prepaid expenses and other current assets and a $6.5 million decrease in other non-current assets. The non-cash items included in our net loss for the three months ended March 31, 2025 relate primarily to unrealized foreign exchange losses of $27.7 million, amortization of intangibles of $5.7 million and stock-based compensation expense of $5.5 million, which was partially offset by $10.0 million of increase in deferred income tax assets.
Cash Flows from Investing Activities
Net cash used in investing activities during the three months ended March 31, 2026 was $7.8 million, which was primarily related to capitalized software development costs.
Net cash used in investing activities during the three months ended March 31, 2025 was $7.2 million, which was primarily related to capitalized software development costs.
Cash Flows from Financing Activities
Net cash used in financing activities during the three months ended March 31, 2026 was $4.6 million, which was primarily comprised of payment of tax withholding obligations on vested equity awards of $2.6 million and payments of deferred offering costs of $2.1 million.
Net cash used in financing activities during the three months ended March 31, 2025 was $5.8 million, which was primarily comprised of repayment of long-term debt obligations of $4.9 million and repurchase of Class A common stock of $1.0 million.
Contractual Obligations
There were no material changes in commitments under contractual obligations, compared to the contractual obligations disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.
Off-Balance Sheet Arrangements
As of March 31, 2026, we did not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special purpose entities that would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
Critical Accounting Estimates
Our condensed consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report are prepared in accordance with GAAP. The preparation of condensed consolidated financial statements in accordance with GAAP requires us to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the financial statements, as well as the reported amounts of revenue and expenses during the period presented. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ significantly from our estimates. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations, and cash flows could be affected.
There have been no material changes to our critical accounting estimates as described in our Annual Report on Form 10-K for the year ended December 31, 2025, as well as Note 2, "Basis of Presentation and Summary of Significant Accounting Policies" in the notes to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report.
Recent Accounting Pronouncements
See Note 2, "Basis of Presentation and Summary of Significant Accounting Policies" to our condensed consolidated financial statements included elsewhere in this Quarterly Report for more information.