StubHub Holdings (STUB) risk factors, FY2025 10-K

Risks Relating to Our Business and the Ticketing Industry

1. 01Our 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
2. 02We 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
3. 03We 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
4. 04If 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
5. 05The 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
6. 06If we are unable to maintain a reputable marketplace that provides valuable solutions and desirable events, then our ability to attract and retain buyers and sellers could be impaired and our reputation, brands and business could be harmed
7. 07Our failure to successfully address the evolving market for transactions on mobile devices and to build mobile products could harm our business and prospects
8. 08We 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
9. 09We may not be successful in expanding the adoption of our platform for direct issuance in a cost-effective manner
10. 10Our recent rapid growth may not be sustainable or indicative of future growth
11. 11We may not be able to generate sufficient revenue to maintain profitability, and we expect increased costs going forward as a public company
12. 12Our 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
13. 13We 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
14. 14Our platform is highly complex, and any undetected errors could adversely affect our business, financial condition and results of operations
15. 15We 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
16. 16Our 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
17. 17Impairment of goodwill and/or intangible assets could adversely impact our financial condition and results of operations
18. 18Exchange rates may cause fluctuations in our results of operations that are not related to our operations
19. 19We may experience operational and financial risks in connection with acquisitions

Risks Relating to Government Regulation and Litigation

1. 20If 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
2. 21We 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
3. 22Our 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
4. 23Failure to comply with applicable anti-money laundering and money transmission laws and regulations could harm our business and results of operations
5. 24Unfavorable 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
6. 25We 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
7. 26We 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
8. 27If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our results of operations could be materially adversely affected
9. 28Our ability to use our net operating losses may be limited

Risks Relating to Information Technology, Cybersecurity and Intellectual Property

1. 29If we fail to adequately protect or enforce our intellectual property rights, our competitive position and our business could be adversely affected
2. 30Our payments system depends on a number of third-party providers and is subject to risks that may harm our business
3. 31We currently rely on a number of third-party service providers to host and deliver a significant portion of our platform and services
4. 32Our 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

1. 33As of December 31, 2025, our total indebtedness, excluding unamortized debt issuance costs and original issue debt discounts of $28.3 million, was $1,535.2 million. We may incur significant additional indebtedness in the future
2. 34We depend on the cash flows of our subsidiaries in order to satisfy our obligations
3. 35Our variable rate indebtedness subjects us to interest rate risk, which could cause our indebtedness service obligations to increase significantly
4. 36Inflation may adversely affect our business, financial condition and results of operations
5. 37We may not be able to generate sufficient cash flows or raise the additional capital necessary to fund our operations
6. 38If we raise additional equity financing, our security holders may experience significant dilution of their ownership interests, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our Class A common stock

Risks Relating to Ownership of Our Class A Common Stock

1. 39The trading price of our Class A common stock has been and may continue to be volatile, and could decline significantly and rapidly
2. 40In addition, stocks of newly public companies and particularly companies in the technology industry have experienced significant price and volume fluctuations. Stock prices of many companies, including technology companies, have fluctuated in a manner often unrelated to the operating performance of those companies
3. 41An 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
4. 42Additional stock issuances could result in significant dilution to our stockholders
5. 43Future sales of our Class A common stock in the public market could cause the market price of our Class A common stock to decline
6. 44We are controlled by our Founder and Chief Executive Officer, Eric H. Baker, whose interests in our business may be different than yours
7. 45We 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
8. 46We 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
9. 47Anti-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
10. 48Our 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
11. 49Our amended and restated certificate of incorporation and amended and restated bylaws provide that we will indemnify our directors and officers, in each case to the fullest extent permitted by Delaware law
12. 50We may not retroactively amend our amended and restated bylaw provisions to reduce our indemnification obligations to directors, officers, employees and agents
13. 51Our 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
14. 52Attention to sustainability and corporate responsibility matters may impose additional risks and costs on our business
15. 53Because 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
16. 54If 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
17. 55If 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
18. 56As 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
19. 57We 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