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 Second Quarter 2026
Key Business Metrics
•Gross Merchandise Sales (“GMS”) was $3.1 billion for the three months ended June 30, 2026, as compared to $2.3 billion in the three months ended June 30, 2025
Financial Results
•Revenue was $573.1 million for the three months ended June 30, 2026, as compared to $430.3 million in the three months ended June 30, 2025
•Gross margin was 82% for the three months ended June 30, 2026, as compared to 83% in the three months ended June 30, 2025
•Total costs and expenses were $553.6 million for the three months ended June 30, 2026, as compared to $405.2 million in the three months ended June 30, 2025
•Net income (loss) was $14.6 million for the three months ended June 30, 2026, as compared to $(53.8) million in the three months ended June 30, 2025
•Adjusted EBITDA was $105.7 million for the three months ended June 30, 2026, as compared to $54.3 million in the three months ended June 30, 2025
•Net cash provided by operating activities was $321.9 million for the three months ended June 30, 2026, as compared to $19.3 million in the three months ended June 30, 2025
•Free cash flow was $309.7 million for the three months ended June 30, 2026, as compared to $9.7 million in the three months ended June 30, 2025
•Cash and cash equivalents were $1.7 billion as of June 30, 2026
•Further strengthened balance sheet with $100.0 million debt reduction in May, with a further $100.0 million payment in July
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Results of Operations
The following tables set forth our results of operations for the periods presented:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
(in thousands)
Revenue $ 573,068 $ 430,295 $ 1,019,113 $ 827,902
Costs and expenses:
Cost of revenue (exclusive of depreciation and amortization shown separately below) (1) 104,592 75,132 170,407 137,588
Operations and support (1) 18,780 13,960 33,736 26,126
Sales and marketing (1) 274,087 235,206 499,994 454,110
General and administrative (1) 146,338 74,529 251,983 145,428
Depreciation and amortization 9,815 6,412 17,708 12,756
Total costs and expenses 553,612 405,239 973,828 776,008
Income from operations 19,456 25,056 45,285 51,894
Interest income 12,236 10,365 22,762 18,667
Interest expense (22,200) (43,868) (39,468) (86,305)
Other expense, net — (352) — (352)
Foreign currency gains (losses) 3,864 (61,125) 24,454 (85,170)
Loss on extinguishment of debt (1,877) — (1,877) —
Gains (losses) on derivatives 753 (1,499) 6,290 (834)
Total other income (expense), net (7,224) (96,479) 12,161 (153,994)
Income (loss) before income taxes 12,232 (71,423) 57,446 (102,100)
Benefit for income taxes 2,375 17,594 5,206 26,088
Net income (loss) $ 14,607 $ (53,829) $ 62,652 $ (76,012)
(1) Includes stock-based compensation as follows:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
(in thousands)
Cost of revenue (exclusive of depreciation and amortization shown separately below) $ 2,460 $ — $ 3,114 $ —
Operations and support 317 — 459 —
Sales and marketing 5,002 — 7,409 —
General and administrative 61,229 2,037 89,032 7,531
Total stock-based compensation expense $ 69,008 $ 2,037 $ 100,014 $ 7,531
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Comparison of the Three and Six Months Ended June 30, 2026 and 2025
Revenue
Three Months Ended June 30, $ Change % Change Six Months Ended June 30, $ Change % Change
2026 2025 2026 2025
(in thousands, except percentages)
Revenue $ 573,068 $ 430,295 $ 142,773 33.2% $ 1,019,113 $ 827,902 $ 191,211 23.1%
The overall increase in our revenue in the amount of $142.8 million for the three months ended June 30, 2026 as compared to the same period in 2025 was primarily attributable to growth in GMS, which was primarily due to an increase in GMS per transaction on our platform.
The overall increase in our revenue in the amount of $191.2 million for the six months ended June 30, 2026 as compared to the same period in 2025 was primarily attributable to growth in GMS, which was primarily due to an increase in GMS per transaction on our platform, and an increase of $31.0 million due to a higher average transaction fee rate we charge to buyers and sellers.
Cost of Revenue (Exclusive of Depreciation and Amortization)
Three Months Ended June 30, $ Change % Change Six Months Ended June 30, $ Change % Change
2026 2025 2026 2025
(in thousands, except percentages)
Cost of revenue (exclusive of depreciation and amortization) $ 104,592 $ 75,132 $ 29,460 39.2% $ 170,407 $ 137,588 $ 32,819 23.9%
The overall increase in our cost of revenue (exclusive of depreciation and amortization) in the amount of $29.5 million for the three months ended June 30, 2026 as compared to the same period in 2025 was primarily attributable to an increase of $28.3 million in payment processing costs related to the volume of transactions we facilitated during the three months ended June 30, 2026.
The overall increase in our cost of revenue (exclusive of depreciation and amortization) in the amount of $32.8 million for the six months ended June 30, 2026 as compared to the same period in 2025 was primarily attributable to an increase of $39.7 million in payment processing costs related to the volume of transactions we facilitated during the six months ended June 30, 2026. This was partially offset by a decrease of $8.0 million in inventory costs.
Operations and Support
Three Months Ended June 30, $ Change % Change Six Months Ended June 30, $ Change % Change
2026 2025 2026 2025
(in thousands, except percentages)
Operations and support $ 18,780 $ 13,960 $ 4,820 34.5% $ 33,736 $ 26,126 $ 7,610 29.1%
The overall increase in operations and support expenses in the amount of $4.8 million for the three months ended June 30, 2026 as compared to the same period in 2025 was primarily attributable to an increase of $5.2 million in outsourced customer support.
The overall increase in operations and support expenses in the amount of $7.6 million for the six months ended June 30, 2026 as compared to the same period in 2025 was primarily attributable to an increase of $8.0 million in outsourced customer support.
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Sales and Marketing
Three Months Ended June 30, $ Change % Change Six Months Ended June 30, $ Change % Change
2026 2025 2026 2025
(in thousands, except percentages)
Sales and marketing $ 274,087 $ 235,206 $ 38,881 16.5% $ 499,994 $ 454,110 $ 45,884 10.1%
The overall increase in sales and marketing expenses in the amount of $38.9 million for the three months ended June 30, 2026 as compared to the same period in 2025 was primarily attributable to an increase of $29.3 million in advertising expenses driven by the growth in GMS and an increase of $5.0 million related to stock-based compensation expense.
The overall increase in sales and marketing expenses in the amount of $45.9 million for the six months ended June 30, 2026 as compared to the same period in 2025 was primarily attributable to an increase of $30.9 million in advertising expenses driven by the growth in GMS and an increase of $7.4 million related to stock-based compensation expense.
General and Administrative
Three Months Ended June 30, $ Change % Change Six Months Ended June 30, $ Change % Change
2026 2025 2026 2025
(in thousands, except percentages)
General and administrative $ 146,338 $ 74,529 $ 71,809 96.4% $ 251,983 $ 145,428 $ 106,555 73.3%
The overall increase in general and administrative expenses in the amount of $71.8 million for the three months ended June 30, 2026 as compared to the same period in 2025 was primarily attributable to an increase of $59.2 million related to stock-based compensation expense, and an increase of $11.2 million in professional services fees.
The overall increase in general and administrative expenses in the amount of $106.6 million for the six months ended June 30, 2026 as compared to the same period in 2025 was primarily attributable to an increase of $81.5 million related to stock-based compensation expense, and an increase of $19.2 million in professional services fees.
Depreciation and Amortization
Three Months Ended June 30, $ Change % Change Six Months Ended June 30, $ Change % Change
2026 2025 2026 2025
(in thousands, except percentages)
Depreciation and amortization $ 9,815 $ 6,412 $ 3,403 53.1% $ 17,708 $ 12,756 $ 4,952 38.8%
Depreciation and amortization expenses increased $3.4 million for the three months ended June 30, 2026 as compared to the same period in 2025, primarily due to increased depreciation and amortization for new assets placed into service.
Depreciation and amortization expenses increased $5.0 million for the six months ended June 30, 2026 as compared to the same period in 2025, primarily due to increased depreciation and amortization for new assets placed into service.
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Interest Income
Three Months Ended June 30, $ Change % Change Six Months Ended June 30, $ Change % Change
2026 2025 2026 2025
(in thousands, except percentages)
Interest income $ 12,236 $ 10,365 $ 1,871 18.1% $ 22,762 $ 18,667 $ 4,095 21.9%
Interest income increased $1.9 million for the three months ended June 30, 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 income increased $4.1 million for the six months ended June 30, 2026 as compared to the same period in 2025, primarily due to higher cash and cash equivalent balances throughout the period, partially offset by lower interest rates.
Interest Expense
Three Months Ended June 30, $ Change % Change Six Months Ended June 30, $ Change % Change
2026 2025 2026 2025
(in thousands, except percentages)
Interest expense $ (22,200) $ (43,868) $ 21,668 (49.4)% $ (39,468) $ (86,305) $ 46,837 (54.3)%
Interest expense decreased $21.7 million for the three months ended June 30, 2026 as compared to the same period in 2025 primarily due to repayments of principal of our 2024 USD Term Loan.
Interest expense decreased $46.8 million for the six months ended June 30, 2026 as compared to the same period in 2025 primarily due to repayments of principal of our 2024 USD Term Loan.
Foreign Currency Gains (Losses)
Three Months Ended June 30, $ Change % Change Six Months Ended June 30, $ Change % Change
2026 2025 2026 2025
(in thousands, except percentages)
Foreign currency gains (losses) $ 3,864 $ (61,125) $ 64,989 * $ 24,454 $ (85,170) $ 109,624 *
* Not meaningful
Foreign currency gains (losses) changed by $65.0 million for the three months ended June 30, 2026 as compared to the same period in 2025, which was primarily attributable to changes in exchange rates affecting our 2024 Euro Term Loan obligation, foreign cash balances, indirect tax contingencies and litigation reserves.
Foreign currency gains (losses) changed by $109.6 million for the six months ended June 30, 2026 as compared to the same period in 2025, which was primarily attributable to changes in exchange rates affecting our 2024 Euro Term Loan obligation, foreign cash balances, litigation reserves and indirect tax contingencies.
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Loss on Extinguishment of Debt
Three Months Ended June 30, $ Change % Change Six Months Ended June 30, $ Change % Change
2026 2025 2026 2025
(in thousands, except percentages)
Loss on extinguishment of debt $ (1,877) $ — $ (1,877) * $ (1,877) $ — $ (1,877) *
* Not meaningful
Loss on extinguishment of debt was $1.9 million for the three and six months ended June 30, 2026, primarily due to debt paydown in the second quarter of 2026. This resulted in the partial write-off of the remaining original issuance discount and unamortized debt issuance costs.
Gains (Losses) on Derivatives
Three Months Ended June 30, $ Change % Change Six Months Ended June 30, $ Change % Change
2026 2025 2026 2025
(in thousands, except percentages)
Gains (losses) on derivatives $ 753 $ (1,499) $ 2,252 (150.2)% $ 6,290 $ (834) $ 7,124 (854.2)%
Gains (losses) on derivatives changed by $2.3 million for the three months ended June 30, 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. This was partially offset by a decrease in the fair value of an interest rate swap derivative.
Gains (losses) on derivatives changed by $7.1 million for the six months ended June 30, 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. This was partially offset by a decrease in the fair value of an interest rate swap derivative
Benefit for Income Taxes
Three Months Ended June 30, $ Change % Change Six Months Ended June 30, $ Change % Change
2026 2025 2026 2025
(in thousands, except percentages)
Benefit for income taxes $ 2,375 $ 17,594 $ (15,219) (86.5)% $ 5,206 $ 26,088 $ (20,882) (80.0)%
Benefit for income taxes decreased $15.2 million for the three months ended June 30, 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 June 30, 2025 was primarily attributable to the pre-tax loss.
Benefit for income taxes decreased $20.9 million for the six months ended June 30, 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 six months ended June 30, 2025 was primarily attributable to the pre-tax loss.
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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:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 % Change 2026 2025 % Change
(in thousands)
Key Business Metric
GMS(1) $ 3,089,846 $ 2,300,310 34% $ 5,311,593 $ 4,380,019 21%
Non-GAAP Financial Measures
Net income (loss) (GAAP) $ 14,607 $ (53,829) * $ 62,652 $ (76,012) *
Adjusted EBITDA(2) $ 105,658 $ 54,342 94% $ 177,742 $ 102,288 74%
Net cash provided by operating activities (GAAP) $ 321,859 $ 19,320 * $ 620,275 $ 177,641 *
Free cash flow(3) $ 309,658 $ 9,716 * $ 600,232 $ 160,826 *
* 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 a 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 June 30, 2026, our GMS grew 34% year-over-year due to ongoing market growth in North American and international secondary markets, led by the World Cup.
During the six months ended June 30, 2026, our GMS grew 21% year-over-year due to ongoing market growth in North American and international secondary markets, led by the World Cup.
Non-GAAP Financial Measures
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Adjusted EBITDA
We calculate Adjusted EBITDA as net income (loss) excluding results from non-operating sources including interest income and expense, benefit for income taxes, other expense, net, foreign currency (gains) losses, (gains) losses on derivatives, depreciation and amortization, loss on extinguishment of debt, 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.
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
(in thousands, except percentages)
Net income (loss) $ 14,607 $ (53,829) $ 62,652 $ (76,012)
Add (deduct):
Interest income (12,236) (10,365) (22,762) (18,667)
Interest expense 22,200 43,868 39,468 86,305
Benefit for income taxes (2,375) (17,594) (5,206) (26,088)
Other expense, net — 352 — 352
Foreign currency (gains) losses (3,864) 61,125 (24,454) 85,170
(Gains) losses on derivatives (753) 1,499 (6,290) 834
Depreciation and amortization 9,815 6,412 17,708 12,756
Loss on extinguishment of debt 1,877 — 1,877 —
Acquisition-related costs(1) — 125 — 250
Stock-based compensation expense(2) 69,008 2,037 100,014 7,531
Indirect tax contingency costs(3) 3,888 12,981 6,473 21,946
Litigation reserves(4) 3,378 — 7,871 —
Other costs and expenses(5) 113 7,731 391 7,911
Adjusted EBITDA $ 105,658 $ 54,342 $ 177,742 $ 102,288
Revenue $ 573,068 $ 430,295 $ 1,019,113 $ 827,902
Net income (loss) as a percentage of revenue 3% (13)% 6% (9)%
Adjusted EBITDA as a percentage of revenue 18% 13% 17% 12%
1.During the three months ended June 30, 2026 and 2025, we incurred zero and $0.1 million of transaction and integration costs, respectively. During the six months ended June 30, 2026 and 2025, we incurred zero and $0.3 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.
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2.During the three months ended June 30, 2026 and 2025, we recognized $69.0 million and $2.0 million of stock-based compensation expense, net of $27.7 million and zero capitalized for internally developed software, associated with RSUs, stock options and restricted stock, respectively. During the six months ended June 30, 2026 and 2025, we recognized $100.0 million and $7.5 million of stock-based compensation expense, net of $34.4 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 June 30, 2026 and 2025, we incurred $3.6 million and $12.5 million of expenses, respectively, associated with potential indirect tax contingencies for withholding obligations and $0.2 million and $0.5 million of professional service costs, respectively. During the six months ended June 30, 2026 and 2025, we incurred $6.0 million and $20.9 million of expenses, respectively, associated with potential indirect tax contingencies for withholding obligations and $0.5 million and $1.1 million of professional service costs, respectively.
4.During the three months ended June 30, 2026 and 2025, we incurred $3.4 million and zero, respectively, and during the six months ended June 30, 2026 and 2025, we incurred $7.9 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) a one-time expense related to our initial public offering of $0.1 million and $0.4 million for the three and six months ended June 30, 2026, respectively, (b) a one-time expense to terminate an intellectual property rights licensing agreement of $7.7 million for the three and six months ended June 30, 2025 and (c) personnel-related costs related to our customer service office closure of $0.2 million for the six months ended June 30, 2025. We do not consider these expenses to be representative of the ongoing financial performance of our core business.
During the three months ended June 30, 2026, the increase in Adjusted EBITDA, compared to the prior year, was driven by growth in GMS and increased marketing cost efficiency, partially offset by higher payment processing costs and general and administrative expense.
During the six months ended June 30, 2026, the increase in Adjusted EBITDA, compared to the prior year, was driven by growth in GMS and increased marketing cost efficiency, partially offset by higher payment processing costs and general and administrative expense.
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.
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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:
Three Months Ended
June 30, 2026 March 31, 2026 December 31, 2025 September 30, 2025 June 30, 2025 March 31, 2025 December 31, 2024 September 30, 2024
(in thousands)
Net cash provided by (used in) operating activities(1) $ 321,859 $ 298,416 $ 11,133 $ 3,795 $ 19,320 $ 158,321 $ (149,448) $ 12,357
Less: Capitalized software development costs (11,785) (7,629) (8,690) (7,767) (8,846) (6,229) (521) (521)
Less: Purchases of property and equipment (416) (169) (223) (372) (291) (507) (340) (646)
Less: Purchases of intangible assets — (44) (257) (256) (467) (475) (316) (588)
Free cash flow $ 309,658 $ 290,574 $ 1,963 $ (4,600) $ 9,716 $ 151,110 $ (150,625) $ 10,602
TTM cash flow provided by operations $ 635,203 $ 332,664 $ 192,569 $ 31,988 $ 40,550
TTM free cash flow (2) $ 597,595 $ 297,653 $ 158,189 $ 5,601 $ 20,803
1.Includes $21.7 million and $38.0 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 June 30, 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 June 30, 2026, we had cash and cash equivalents of $1,693.1 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 $25.5 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. 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. On December 16, 2025, we made an early principal payment on the 2024 USD Term Loan of $150.0 million. Additionally, on May 5, 2026, we made an early principal payment on the 2024 USD Term Loan of $100.0 million, and on July 10, 2026, we made a further early principal payment on the 2024 USD Term Loan of $100.0 million.
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.
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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 June 30, 2026, the interest rate for the 2024 Euro Term Loan was 7.18%. 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 June 30, 2026, the interest rate for the 2024 USD Term Loan was 8.39%. 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. 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. On December 16, 2025, the Company made an early principal payment on the 2024 USD Term Loan of $150.0 million. Additionally, on May 5, 2026, we made an early principal payment on the 2024 USD Term Loan of $100.0 million, and on July 10, 2026, we made a further early principal payment on the 2024 USD Term Loan of $100.0 million. The principal balance of the 2024 USD Term Loan was $904.2 million as of June 30, 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 loan 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 June 30, 2026, there were outstanding standby letters of credit in an aggregate amount of $42.9 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 six months ended June 30, 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 $77.1 million as of June 30, 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 June 30, 2026, we had $1,419.8 million outstanding under our term loan Credit Facilities. As of June 30, 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.
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Cash Flows
The following table summarizes our cash flows for the periods presented:
Six Months Ended June 30,
2026 2025
(in thousands)
Net cash provided by operating activities $ 620,275 $ 177,641
Net cash used in investing activities $ (20,043) $ (16,815)
Net cash (used in) provided by financing activities $ (138,516) $ 67,920
Cash Flows from Operating Activities
For the six months ended June 30, 2026, net cash provided by operating activities was $620.3 million, primarily resulting from net income of $62.7 million, after consideration of non-cash charges of $77.4 million. Net cash inflows from the change in net operating assets and liabilities of $480.2 million were primarily due to a $472.5 million increase in payments due to buyers and sellers driven by growth in GMS. The non-cash items included in our net income for the six months ended June 30, 2026 relate primarily to stock-based compensation charges of $100.0 million.
For the six months ended June 30, 2025, net cash provided by operating activities was $177.6 million, which consisted of a net loss of $76.0 million, after consideration of non-cash charges of $95.6 million. Net cash inflows from the change in net operating assets and liabilities of $158.0 million were primarily due to a $160.7 million increase in payments due to buyers and sellers driven by improvements in GMS, a $42.7 million increase in other non-current liabilities, which were partially offset by a $15.9 million decrease in accounts payable. The non-cash items included in our net loss for the six months ended June 30, 2025 relate primarily to unrealized foreign exchange losses of $86.9 million and amortization of intangibles of $11.5 million, which was partially offset by $30.7 million of increase in deferred income tax assets.
Cash Flows from Investing Activities
Net cash used in investing activities during the six months ended June 30, 2026 was $20.0 million, which was primarily related to capitalized software development costs.
Net cash used in investing activities during the six months ended June 30, 2025 was $16.8 million, which was primarily related to capitalized software development costs.
Cash Flows from Financing Activities
Net cash used in financing activities during the six months ended June 30, 2026 was $138.5 million, which was primarily comprised of repayment of long-term debt obligations of $100.0 million and payment of tax withholding obligations on vested equity awards of $36.3 million.
Net cash provided by financing activities during the six months ended June 30, 2025 was $67.9 million, which was primarily comprised of proceeds from the issuance of Series N redeemable preferred stock of $50.0 million and proceeds from the issuance of Series O redeemable preferred stock of $30.5 million, partially offset by the repayment of long-term debt obligations of $9.8 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 June 30, 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.
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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.
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