STUB on NYSE

StubHub Holdings, Inc.

StubHub Holdings, Inc. is an American miscellaneous amusement and recreation services company.2 It is headquartered in San Francisco, United States.2

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Last updated Oct 21, 2026.

Overview

$1.7BRevenue, fiscal 20253
-$1.9BNet income, fiscal 20253

Compare with United Parks & Resorts Inc., Six Flags or International Game Technology, or pick any stock.

  • TickerSTUB on NYSE2
  • IndustryServices-Miscellaneous Amusement & Recreation2
  • HeadquartersSan Francisco, United States2
  • Incorporated inDE4
  • Business address175 Greenwich Street, 59Th Floor, New York, Ny 100074
  • Filer categoryNon-accelerated filer4
  • Legal formCorporation2
  • LEI549300EBFYFLLCNBKE852
  • StatusActive2
  • LEI statusLapsed (not renewed)2
  • Registered addressC/O The Corporation Trust Company, 19801 Wilmington, United States2
  • Registered withDivision of Corporations, Department of State, 31981822

We believe we operate the largest global secondary ticketing marketplace for live events. We connect fans around the world with sellers who use our marketplace to reach passionate fans and price tickets efficiently. Our mission is to be the global destination for consumers to access live events and experiences. We envision a future where all live event tickets are widely available to be conveniently purchased and every seat at every venue is filled.6 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

-77.0%Operating margin3
-109.2%Net margin3
-1.4%Revenue growth, 20253
-161.0%Return on equity3
1.27×Debt to equity3
$191.2MFree cash flow3

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Transaction Fees brought in 98% of the revenue StubHub Holdings, Inc. broke down this way in fiscal 2025.

  1. Transaction Fees$1.7B398%up 2% from 2024
  2. Product and Service, Other$31.1M32%down 65% from 2024
Products and services by year
Products and services202320242025
Transaction Fees$1.4B$1.7B$1.7B
Product and Service, Other$3.3M$89.8M$31.1M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Other costs79¢$1.4B
  • Income tax21¢$360.6M

Out of $1.7B in revenue.3 The company lost money this year.

Where each dollar of operating cash went, fiscal 2025

  • Capital spending1¢$1.4M
  • Share buybacks1¢$1.0M
  • Kept or used elsewhere99¢$190.2M

Out of $192.6M of cash from operations.3

Financial statements

Revenue3$1.7B in 2025+28% since 2023
0$500.0M$1.0B$1.5B$2.0B2023: $1.4B$1.4B20232024: $1.8B$1.8B2024+29%2025: $1.7B$1.7B2025−1%
Operating income3-$1.3B in 2025
-$1.5B-$1.0B-$500.0M0$500.0M2023: $253.2M$253.2M20232024: $138.1M$138.1M2024−45%2025: -$1.3B-$1.3B2025
Net income3-$1.9B in 2025
-$2.0B-$1.0B0$1.0B2023: $405.2M$405.2M20232024: -$2.8M-$2.8M20242025: -$1.9B-$1.9B2025+67969%

Every line of the income statement as filed: the last 3 fiscal years, latest first.3

Period ending2025-12-312024-12-312023-12-31
Revenue$1.7B$1.8B$1.4B
Cost of revenue (exclusive of depreciation and amortization shown separately below)$314.0M$334.1M$231.9M
Operations and support$63.2M$59.5M$66.6M
Sales and marketing$971.7M$828.0M$517.8M
General and administrative$1.7B$386.5M$275.5M
Depreciation and amortization$25.6M$24.5M$22.8M
Total costs and expenses$3.1B$1.6B$1.1B
(Loss) income from operations-$1.3B$138.1M$253.2M
Interest income$42.4M$41.1M$22.5M
Interest expense-$140.0M-$179.8M-$155.9M
Other income (expense), net$4.6M$1.9M-$1.8M
Foreign currency (losses) gains-$89.7M$41.1M-$24.7M
Loss on extinguishment of debt-$18.5M-$8.2M$0
(Losses) gains on derivatives-$139.0K$3.1M-$7.7M
Total other expense, net-$201.4M-$100.8M-$167.6M
(Loss) income before income taxes-$1.5B$37.3M$85.6M
(Provision) benefit for income taxes-$360.6M-$40.1M$319.6M
Net (loss) income-$1.9B-$2.8M$405.2M
Net (loss) income used in basic computation-$2.0B-$55.1M$351.5M
Net (loss) income attributable to common stockholders-$2.0B-$55.1M$351.5M
Basic (in dollars per share)-$6.25-$0.18$1.16
Diluted (in dollars per share)-$6.27-$0.18$1.14
Basic (in shares)318.6M shares304.4M shares302.1M shares
Diluted ( in shares)319.2M shares304.4M shares307.8M shares

Compare StubHub Holdings, Inc. with another company

Corporate structure

StubHub Holdings, Inc. sits at the top of its group. 21 entities, 9 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of StubHub Holdings, Inc.

  • PointState Capital LP Filed SCHEDULE 13G/A on StubHub Holdings, Inc., latest Aug 14, 2026 (4 filings since Oct 10, 2025)
  • Bessemer Venture Partners VIII L.P. Filed SCHEDULE 13G/A on StubHub Holdings, Inc., latest Apr 29, 2026 (2 filings since Nov 14, 2025)
  • WestCap Management, LLC Filed SCHEDULE 13G/A on StubHub Holdings, Inc., latest Apr 8, 2026 (3 filings since Nov 12, 2025)
  • Eric Howard Baker Filed SCHEDULE 13G on StubHub Holdings, Inc., latest Nov 14, 2025
  • Madrone SHV Partners, LLC Filed SCHEDULE 13G on StubHub Holdings, Inc., latest Nov 14, 2025
  • StubHub Holdings, Inc. San Francisco, California, United States
    • Grover Street Holdings, LLC Subsidiary · Delaware, United States
    • Grover Street, LLC Subsidiary · Delaware, United States
    • IFOT Services Limited Subsidiary · United Kingdom
    • Last Minute Transactions, Inc. Subsidiary · Delaware, United States
    • STUBHUB CANADA LTD. Subsidiary · Toronto, Ontario, Canada
    • StubHub Events, Inc. Subsidiary · California, United States
    • StubHub Holdco Sub, LLC Subsidiary · Delaware, United States
    • StubHub Insurance Services, Inc. Subsidiary · Delaware, United States
    • StubHub, Inc. Subsidiary · Delaware, United States
    • Ticket Utils India Private Limited Subsidiary · India
    • Ticket Utils, Inc. Subsidiary · New Jersey, United States
    • VGL Entretenimento Brasil Ltda. Subsidiary · Brazil
    • VGL Services Limited Subsidiary · United Kingdom
    • VGL Support Services Ireland Limited Subsidiary · Ireland
    • viagogo Entertainment Inc. Subsidiary · Delaware, United States
    • viagogo GmbH Subsidiary · Switzerland
    • viagogo International Holdings, Inc. Subsidiary · Delaware, United States
    • viagogo Live Events International, Inc. Subsidiary · Delaware, United States
    • viagogo Luxembourg Holding Company S.à r.l. Subsidiary · Luxembourg
    • YSG Safe Processing Ltd. Subsidiary · Malta

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What StubHub Holdings, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$78.5M3 Dec 31, 2025$9.2M3 Dec 31, 2024+750.1%
Accumulated depreciation$5.3M3 Dec 31, 2025$2.7M3 Dec 31, 2024+93.1%
Property and equipment, net$73.3M3 Dec 31, 2025$6.5M3 Dec 31, 2024+1024.6%
Operating-lease assets (leased space)$21.1M3 Dec 31, 2025$22.5M3 Dec 31, 2024−6.4%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$1.2B3 Dec 31, 2025$1.0B3 Dec 31, 2024+24.0%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$2.7B3 Dec 31, 2025$2.7B3 Dec 31, 20240%
Intangible assets, net (excluding goodwill)$903.0M3 Dec 31, 2025$924.7M3 Dec 31, 2024−2.3%
Indefinite-lived intangibles (excluding goodwill)$864.8M3 Dec 31, 2025$864.8M3 Dec 31, 20240%
Accumulated amortization$127.7M3 Dec 31, 2025$104.7M3 Dec 31, 2024+22.0%
Finite-lived intangibles, net$38.2M3 Dec 31, 2025$59.9M3 Dec 31, 2024−36.1%

Inventory

ItemLatestA year beforeChange
Inventory, total$9.2M3 Dec 31, 2025$16.1M3 Dec 31, 2024−42.8%

Properties, in its own words

Our corporate headquarters is located in New York, New York and consists of approximately 44,000 square feet of space. We also lease additional office spaces in New York, New York; Irvine, California; Ireland, Switzerland, Malta, Atlanta, Georgia; and Los Angeles, California. We lease all of our facilities and do not own any real property. We intend to procure additional space in the future as we continue to add employees and expand geographically. We believe our facilities are adequate and suitable for our current needs and that, should it be needed, suitable additional or alternative space will be available to accommodate our operations.

Item 2 of the 10-K filed Mar 5, 2026.6

Leadership

Who has led StubHub Holdings, Inc., and when. Pick a name to see everywhere that person has worked.

Chief financial officer

  1. Constance P. James2025–now
Board members and other officers (8)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Grover Street Holdings, LLC Delaware5
  • Grover Street, LLC Delaware5
  • IFOT Services Limited United Kingdom5
  • Last Minute Transactions, Inc. Delaware5
  • StubHub Canada Ltd. Canada5
  • StubHub Events, Inc. California5
  • StubHub Holdco Sub, LLC Delaware5
  • StubHub Insurance Services, Inc. Delaware5
  • StubHub, Inc. Delaware5
  • Ticket Utils India Private Limited India5
  • Ticket Utils, Inc. New Jersey5
  • VGL Entretenimento Brasil Ltda. Brazil5
  • VGL Services Limited United Kingdom5
  • VGL Support Services Ireland Limited Ireland5
  • YSG Safe Processing Ltd. Malta5
  • viagogo Entertainment Inc. Delaware5
  • viagogo GmbH Switzerland5
  • viagogo Inc. Delaware5
  • viagogo International Holdings, Inc. Delaware5
  • viagogo Live Events International, Inc. Delaware5
  • viagogo Luxembourg Holding Company S.à r.l. Luxembourg5

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • Pugnacious Endeavors IncAug 25, 2005 to Sep 27, 20114

Timeline

  1. Oct 14, 20268-K Entered a material agreement; New debt or obligation; Regulation FD disclosure18
  2. Aug 12, 20268-K Results of operations19
  3. Jun 26, 20268-K Shareholder vote20
  4. Jun 26, 20268-K Executive or director change21
  5. May 13, 20268-K Results of operations22
  6. Mar 4, 20268-K Results of operations; Other events23
  7. Nov 13, 20258-K Results of operations24
  8. Sep 18, 20258-K Bylaws or fiscal year changed; Other events25
  9. Mar 21, 2000Founded StubHub Holdings, Inc. is founded2

Calendar

Coming up

  1. Nov 10, 2026 · After the closeReports results for the quarter ending Sep/2026 A year earlier it reported ($0.60) a share, on Nov 13, 2025.26

When it reported results

  1. Aug 12, 2026Reported quarterly or annual results19
  2. May 13, 2026Reported quarterly or annual results22
  3. Mar 4, 2026Reported quarterly or annual results23
  4. Nov 13, 2025Reported quarterly or annual results24

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

204 filings to the SEC since October 2021: 1 annual reports, 3 quarterly reports, 8 major events, 117 insider forms, 11 large holders, 64 other. The latest 20:

  1. Oct 14, 20268-K EDGAR
  2. Sep 23, 20264 EDGAR
  3. Sep 23, 20264 EDGAR
  4. Sep 23, 20264 EDGAR
  5. Sep 23, 20264 EDGAR
  6. Sep 18, 20264 EDGAR
  7. Sep 18, 20264 EDGAR
  8. Sep 18, 20264 EDGAR
  9. Sep 4, 20264 EDGAR
  10. Sep 4, 20264 EDGAR
  11. Aug 28, 20264 EDGAR
  12. Aug 27, 20264 EDGAR
  13. Aug 25, 2026144 EDGAR
  14. Aug 25, 20264 EDGAR
  15. Aug 20, 20264 EDGAR
  16. Aug 20, 20264 EDGAR
  17. Aug 18, 2026144 EDGAR
  18. Aug 18, 2026144 EDGAR
  19. Aug 17, 2026144 EDGAR
  20. Aug 14, 2026SCHEDULE 13G/A EDGAR

The 204 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

30 open-market trades by officers, directors and large owners since October 2021: 0 buys and 30 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 14, 2026Islam NayaabSee RemarksSale14,306$6.20$88.7KForm 4
Sep 4, 2026Islam NayaabSee RemarksSale24,554$6.69$164.3KForm 4
Sep 3, 2026Islam NayaabSee RemarksSale110,409$6.66$735.3KForm 4
Sep 3, 2026Streams MarkSee RemarksSale135,589$6.39$866.4KForm 4
Sep 2, 2026Streams MarkSee RemarksSale29,951$6.23$186.6KForm 4
Aug 26, 2026Streams MarkSee RemarksSale2,530$6.88$17.4KForm 4
Aug 26, 2026Islam NayaabSee RemarksSale85,973$6.86$589.8KForm 4
Aug 25, 2026Islam NayaabSee RemarksSale219,736$6.78$1.5MForm 4
Aug 25, 2026Streams MarkSee RemarksSale10,176$6.84$69.6KForm 4
Aug 24, 2026Streams MarkSee RemarksSale150,000$6.76$1.0MForm 4
Aug 21, 2026Streams MarkSee RemarksSale6,500$6.93$45.0KForm 4
Aug 19, 2026Fitzgerald Scott MichaelPrincipal Accounting OfficerSale84,970$7.08$601.6KForm 4
Aug 18, 2026James Constance P.Chief Financial OfficerSale116,644$7.06$823.5KForm 4
Jul 7, 2026Islam NayaabSee RemarksSale2,800$14.01$39.2KForm 4
Jul 7, 2026Streams MarkSee RemarksSale400$14.01$5.6KForm 4
Jul 6, 2026Streams MarkSee RemarksSale28,531$13.02$371.5KForm 4
Jul 6, 2026Islam NayaabSee RemarksSale54,801$13.03$714.1KForm 4
Jul 1, 2026Streams MarkSee RemarksSale3,002$13.00$39.0KForm 4
Jul 1, 2026Islam NayaabSee RemarksSale2,099$13.00$27.3KForm 4
Jun 30, 2026Streams MarkSee RemarksSale18,167$13.03$236.7KForm 4

All 30 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Nayaab Islam40$4.4M$7.5M32
2025Mark Streams53$2.0M$7.0M32
2025Eric H. Baker52$3.4M$4.5M32
2025Artem Yegorov45$2.5M$3.7M32
2025Connie James44$1.0M$3.5M32
2024FounderChairman & Chief Executive Officer$2.5M$67.4M32
2024President and Chief Product Officer$5.0M$11.6M32
2024Executive ViceChairman & Chief Legal Officer$2.0M$3.5M32
2024Chief Technology Officer$1.5M$3.0M32
2024Chief Financial Officer$1.0M$1.8M32

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Madrone Advisors, LLC75,780,055$975.3M69.9%No change
Deer Management Co. LLC22,038,489$283.6M34.9%No change
BlackRock, Inc.14,027,218$180.5M0.0%+12,290,655
WestCap Management, LLC13,926,558$179.2M91.9%−15,065,025
PointState Capital LP9,963,172$128.2M2.3%−10,163,529
Jpmorgan Chase & Co8,801,095$113.7M0.0%+638,472
Capital World Investors8,295,321$106.8M0.0%−706,820
Vanguard Portfolio Management LLC8,156,794$105.0M0.0%New
StepStone Group LP7,562,225$97.3M4.5%No change
Neuberger Berman Group LLC7,371,373$94.9M0.1%+2,606
Citadel Advisors LLC6,544,021$84.2M0.0%+2,789,174
Klingenstein Fields & Co LP6,229,560$80.2M2.8%+59,520
Vanguard Capital Management LLC5,920,201$76.2M0.0%+5,562,645
Rubric Capital Management LP5,000,000$64.3M0.6%New
Entrust Global Partners L L C4,534,971$58.4M11.4%−315,666
DME Capital Management, LP4,233,200$54.5M1.4%No change
Capital International Investors4,200,570$54.1M0.0%+118,177
State Street Corp3,846,295$49.5M0.0%+3,699,095
Index Venture Associates III Ltd3,790,962$48.8M100.0%−2,505,588
Geode Capital Management, LLC3,653,633$47.0M0.0%+3,278,688
Insight Holdings Group, LLC3,437,380$44.2M3.4%No change
Abu Dhabi Investment Council Co P.J.S.C3,437,372$44.2M6.2%No change
Nomura Asset Management International Inc.3,427,496$44.1M0.1%New
Longaeva Partners L.P.3,352,993$43.2M1.2%New
Nuveen, LLC2,447,044$31.5M0.0%New

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How StubHub Holdings, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARStubHub Holdings, Inc.1
  • CIK0001337634
  • Employer ID (EIN)20-20829246
  • Filer statusNon-accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company6
  • Incorporated inDelaware6
  • Fiscal year endsDecember 311
  • Industry code (SIC)7990 Services-Miscellaneous Amusement & Recreation1
  • SEC reviewing officeOffice of Trade & Services, Division of Corporation Finance1
  • Business address175 Greenwich Street, 59Th Floor, New York, NY 100071
  • Phone(888) 977-53641
  • Shares outstanding331,974,119 Common Class A shares; 24,750,000 Common Class B shares as of Feb 27, 20266
  • Public float$0 as of Jun 30, 20253
  • AuditorPricewaterhouseCoopers LLP, San Jose, California PCAOB ID 238; no auditor attestation of internal control over financial reporting6
  • On EDGAR sinceAug 25, 20051
  • Filings212 in all: 4 (102), 3 (15), UPLOAD (14), DRS/A (12), DRSLTR (10), 8-K (8), 144 (7), CORRESP (6)1
    All 26 form types

    SCHEDULE 13G/A (6), SCHEDULE 13G (5), D (4), 10-Q (3), REGDEX (3), S-1/A (3), S-8 (3), 10-K (1), 424B4 (1), 8-A12B (1), ARS (1), CERT (1), DEF 14A (1), DEFA14A (1), DRS (1), EFFECT (1), REGDEX/A (1), S-1 (1)

  • Latest filingsAnnual report (10-K) Mar 5, 2026
    Quarterly report (10-Q) Aug 13, 2026
    Proxy statement (DEF 14A) Apr 30, 2026
    Latest 8-K (8-K) Oct 14, 2026

Securities registered for trading

ClassSymbolExchange
Class A common stock, par value $0.001 per shareSTUBNew York Stock Exchange

From the cover page of the 10-K filed Mar 5, 2026 (Section 12(b) of the Exchange Act).6

Risk factors and legal proceedings

The risks StubHub Holdings, Inc. names in Item 1A of its 10-K filed Mar 5, 2026: 64 risks under these headings, as written.6

  • Risks Relating to Our Business and the Ticketing Industry
  • Our business depends on supply and demand for and continued occurrence of large-scale sports, concerts, theater and other live events, and any decrease in the number of such events or the willingness of consumers to attend such events could have a material and adverse effect on our business, financial condition and results of operations.
  • Our business depends on our ability to attract and retain buyers and sellers, and any adverse changes in these relationships could adversely affect our business, financial condition and results of operations.
  • Changes in internet search engine algorithms and dynamics and related technologies that impact how consumers find information online, or any limitation or discontinuation of support by such search engines for our paid search results or other technologies, could have an adverse impact on traffic for our website and ultimately, our business, financial condition and results of operations.
  • We rely on third-party platforms to distribute our applications, and any change in our relationship with those platform providers could adversely impact our business, financial condition and results of operations.
  • We face intense competition in the ticketing industry, and we may not be able to maintain or increase our current revenue, which could adversely affect our business, financial condition and results of operations.
  • If we do not continue to maintain and improve our marketplace or develop successful new solutions and enhancements or improve existing ones, our business may be adversely affected.
  • The reputation and branding of our marketplace are important to our success, and if we are not able to maintain, enhance and differentiate our brands, our business, financial condition and results of operations may be adversely affected.
  • Our failure to successfully address the evolving market for transactions on mobile devices and to build mobile products could harm our business and prospects.
  • We may not be successful in executing our business strategy to expand our reach to more categories of events and experiences or into additional adjacent market opportunities across live entertainment.
  • We may not be successful in expanding the adoption of our platform for direct issuance in a cost-effective manner.
  • Our recent rapid growth may not be sustainable or indicative of future growth.
The other 53 risks
  • We may not be able to generate sufficient revenue to maintain profitability, and we expect increased costs going forward as a public company.
  • Our results of operations vary from quarter to quarter and year over year, so our financial performance in certain financial quarters or years may not be indicative of, or comparable to, our financial performance in subsequent financial quarters or years.
  • We calculate certain business metrics using internal systems and tools and do not independently verify such metrics. Certain metrics are subject to inherent challenges in measurement, and real or perceived inaccuracies in such metrics may adversely affect our business, financial condition and results of operations.
  • Our platform is highly complex, and any undetected errors could adversely affect our business, financial condition and results of operations.
  • We rely on the experience and expertise of our senior management team, key technical employees and other highly skilled personnel, and the failure to retain, motivate or integrate any of these individuals could have an adverse effect on our business, financial condition, results of operations and prospects.
  • Our corporate culture has contributed to our success, and if we cannot maintain our corporate culture as we grow, we could lose the innovation, teamwork, passion and focus on execution that we believe contribute to our success, and our business may be harmed.
  • Impairment of goodwill and/or intangible assets could adversely impact our financial condition and results of operations.
  • Exchange rates may cause fluctuations in our results of operations that are not related to our operations.
  • We may experience operational and financial risks in connection with acquisitions.
  • Risks Relating to Government Regulation and Litigation
  • Compliance with ever-evolving federal, state and foreign laws and other requirements relating to the handling of information about individuals necessitates significant expenditure and resources, and any actual or perceived failure by us or our vendors to comply may result in significant liability, negative publicity, regulatory investigations or actions and/or an erosion of trust, which could materially adversely affect our business, results of operations and financial condition.
  • If our use of AI results in inaccurate data, regulatory scrutiny, privacy concerns or is otherwise unsuccessful, it could adversely affect our business, results of operations and financial condition.
  • Our failure 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, including as a result of lobbying by artists, teams and promoters, could adversely affect our business, financial condition and results of operations.
  • We operate in international markets and are subject to risks associated with the legislative, judicial, accounting, regulatory, political and economic conditions specific to such markets, which could adversely affect our business, financial condition and results of operations.
  • Our platform might be used for illegal or improper purposes, all of which could expose us to additional liability, damage our brands and reputation, and harm our business.
  • We are subject to extensive governmental regulations, including with respect to privacy laws and protection of personal data or sensitive information as well as consumer protection laws applicable to our sales and marketing activities, and our failure to comply with these regulations could adversely affect our business, financial condition and results of operations.
  • Failure to comply with applicable anti-money laundering and money transmission laws and regulations could harm our business and results of operations.
  • There are various risks associated with the facilitation of payments from customers, including risks related to fraud, compliance with existing and evolving rules and regulations, and reliance on third parties, and any failure to comply with laws and regulations related to payments, fraud or failure of a third party to perform could harm our business, results of operations and financial condition.
  • Unfavorable outcomes in legal, regulatory and business disputes and proceedings, as well as unfavorable legislation, may adversely affect our business, financial condition and results of operations.
  • We may be subject to taxation related risks in multiple jurisdictions, including changes in tax rates, the adoption of new U.S. or international tax legislation or exposure to additional tax liabilities.
  • We may be required to collect additional sales taxes or be subject to other indirect tax liabilities in various jurisdictions, which could adversely affect our results of operations.
  • If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our results of operations could be materially adversely affected.
  • Our ability to use our net operating losses may be limited.
  • Risks Relating to Information Technology, Cybersecurity and Intellectual Property
  • The success of our operations depends, in part, on the integrity of our systems and infrastructure, as well as affiliate and third-party computer systems, computer networks and other communication systems. System interruption or failure, system capacity constraints or the lack of integration and redundancy in these systems and infrastructure may have an adverse impact on our business, financial condition and results of operations.
  • We rely on the third-party cloud infrastructure services providers, such as Amazon Web Services (“AWS”) and Microsoft Azure (“Azure”), to deliver our platform to our buyers and sellers, and any disruption of, or interference with, our use of these providers could adversely affect our business, financial condition and results of operations.
  • Cybersecurity risks, data loss or other security incidents could adversely affect our business, financial condition and results of operations, and the processing, storage, use and disclosure of personal data or sensitive information could give rise to liabilities and additional costs as a result of governmental regulation, contract disputes, litigation and conflicting legal requirements relating to personal privacy rights and security of sensitive information.
  • If we fail to adequately protect or enforce our intellectual property rights, our competitive position and our business could be adversely affected.
  • Our payments system depends on a number of third-party providers and is subject to risks that may harm our business.
  • We currently rely on a number of third-party service providers to host and deliver a significant portion of our platform and services.
  • Our solutions utilize third-party open source software, which could negatively affect our ability to provide our marketplace to sellers and buyers and subject us to possible litigation, which could adversely affect our business.
  • Risks Relating to Our Financial Condition and Indebtedness
  • Our indebtedness could materially adversely affect our financial condition. Our indebtedness and liabilities could limit the cash flow available for our operations, expose us to risks that could materially adversely affect our business, financial condition and results of operations and impair our ability to satisfy our obligations under our indebtedness.
  • We depend on the cash flows of our subsidiaries in order to satisfy our obligations.
  • Our variable rate indebtedness subjects us to interest rate risk, which could cause our indebtedness service obligations to increase significantly.
  • Inflation may adversely affect our business, financial condition and results of operations.
  • We may not be able to generate sufficient cash flows or raise the additional capital necessary to fund our operations.
  • Risks Relating to Ownership of Our Class A Common Stock
  • The trading price of our Class A common stock has been and may continue to be volatile, and could decline significantly and rapidly.
  • An active, liquid, and orderly market for our Class A common stock may not be sustained. You may be unable to sell your Class A common stock at or above the price you bought them for.
  • Additional stock issuances could result in significant dilution to our stockholders.
  • Future sales of our Class A common stock in the public market could cause the market price of our Class A common stock to decline.
  • We have identified material weaknesses in our internal control over financial reporting. If we fail to remedy these material weaknesses, experience additional material weaknesses in the future or otherwise fail to continue to design, implement and maintain effective internal control over financial reporting, we may not be able to accurately report our financial condition or results of operations which may adversely affect investor confidence in us and, as a result, negatively impact the value of our Class A common stock.
  • We are controlled by our Founder and Chief Executive Officer, Eric H. Baker, whose interests in our business may be different than yours.
  • We cannot predict the impact our governance structure, our capital structure and the concentrated control by Mr. Baker may have on our stock price or our business.
  • We are exempt from certain corporate governance requirements since we are a “controlled company” within the meaning of NYSE rules, and, as a result, our stockholders do not have the protections afforded by these corporate governance requirements.
  • Anti-takeover provisions in our governing documents could make an acquisition of our Company more difficult, limit attempts by our stockholders to replace or remove our current management and limit the market price of our Class A common stock.
  • Our governance agreement with certain of our principal stockholders grants such stockholders certain rights with respect to the control and management of our business, which may prevent us from taking actions that may be beneficial to us and our other stockholders.
  • Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us.
  • Our amended and restated certificate of incorporation designates the Court of Chancery of the State of Delaware and, to the extent enforceable, the federal district courts of the U.S. as the exclusive forums for substantially all disputes between us and our stockholders, which restricts our stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers or employees.
  • General Risk Factors
  • Our business may be materially and adversely affected by the occurrence of extraordinary events, such as terrorist attacks, geopolitical and military conflicts, disease epidemics or pandemics, severe weather events and natural disasters.
  • Attention to sustainability and corporate responsibility matters may impose additional risks and costs on our business.
  • Because we do not anticipate paying any cash dividends on our Class A common stock in the foreseeable future, capital appreciation, if any, will be your sole source of gains and you may never receive a return on your investment.
  • If securities or industry analysts do not publish research or publish unfavorable or inaccurate research about our business, the market price and trading volume of our Class A common stock could decline.
  • If our operating and financial performance in any given period does not meet any guidance that we provide to the public, the market price of our Class A common stock may decline.
  • As a public company, we are subject to additional requirements and regulations with respect to our disclosure obligations, accounting procedures and internal controls, which make it more difficult and costly for us to operate our business.
  • We have incurred and will continue to incur increased costs as a result of operating as a public company, and our management is required to devote substantial time to compliance with our public company responsibilities and corporate governance practices.

Legal proceedings

We are currently involved in, and may in the future be involved in, legal proceedings, claims, and government investigations in the ordinary course of business. These include proceedings, claims, and investigations relating to, among other things, regulatory matters, commercial matters, intellectual property, competition, tax, employment, pricing, discrimination, consumer rights, personal injury, and property rights.

On July 8, 2024, we received a non-public inquiry letter from the Office of Attorney General for New York (the “N.Y. AG”) requesting information relating to our compliance with the State of New York’s “all-in-pricing” law for tickets. On July 24, 2024, we responded to the N.Y. AG’s request.

On April 2, 2025, and as amended on June 11, 2025, we received a complaint from the Monroe County District Attorney on behalf of the Commonwealth of Pennsylvania alleging that certain features of our website, including, among other things, the all-in pricing feature, violated the Pennsylvania Unfair Trade Practices and Consumer Protection Law. The Commonwealth of Pennsylvania Attorney General’s Office has intervened to join the matter on behalf of the Commonwealth of Pennsylvania. On January 20, 2026, the court denied StubHub’s motion to dismiss the complaint. StubHub is preparing its answer to the complaint.

The opening of Item 3, Legal Proceedings.6

Sources

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