Executive Summary

Revenue beat, EPS miss driven by non-cash IPO charge: Q3 revenue was $468.1M, up 8% y/y and above consensus, while GAAP diluted EPS was -$4.27 vs a smaller loss expected due to a one-time $1.4B stock-based comp expense recognized upon IPO completion . Q3 revenue consensus was ~$451.4M* and EPS consensus was -$3.08*, implying a ~3.7% revenue beat and a GAAP EPS miss entirely explained by IPO-related non-cash SBC .
Marketplace momentum with deliberate take-rate investment: GMS grew 11% y/y to $2.43B (24% ex-Taylor Swift) with revenue equal to 19% of GMS; management intentionally reduced take rates (vs ~20% prior year) to accelerate share gains, with adjusted EBITDA up 21% to $67.5M (14% margin) .
Balance sheet materially strengthened post-IPO: ~$1.0B raised across IPO/Series O; $750M of USD term loan repaid; cash $1.39B; net leverage fell to 3.9x TTM Adjusted EBITDA; hedges fix loan rates at ~5.8% through Feb 2027; annual debt service cut to ~$99M (-43%) .
Strategic catalysts: multi-year MLB partnership to distribute primary tickets via Direct Issuance beginning 2026 and planned Q4 launch of sponsored listings to open an advertising revenue stream; both are positioned as long-term value drivers .

What Went Well and What Went Wrong

What Went Well

Market share expansion with product leverage: “Q3 was both our largest relative market share quarter to date and the largest quarter of new seller adoption for Reach Pro,” driving durable seller stickiness and data advantages .
Robust core growth despite regulatory headwinds: GMS +11% y/y to $2.43B and +24% ex-Taylor Swift; revenue +8% y/y to $468.1M with adjusted EBITDA +21% to $67.5M and margin +100 bps to 14% .
Balance sheet de-risking: ~$1.0B gross proceeds (IPO + preferred) and $750M debt repayment lowered net leverage to 3.9x; hedged interest to 5.8% and cut annual debt service to $99M, enhancing FCF potential .

What Went Wrong

GAAP optics: A one-time, non-cash $1.4B SBC expense tied to IPO triggered a GAAP net loss of $1.29B and GAAP EPS of -$4.27, overshadowing adjusted performance in headline numbers .
Take-rate compression and inventory revenue decline: Revenue-as-%-of-GMS fell to ~19% (from ~20% y/y) due to deliberate take-rate reductions; inventory revenue declined as the company phased out minimum guarantees for Direct Issuance sellers .
Near-term uncertainty and legal overhang: No Q4/FY guidance; management will provide FY26 outlook with Q4 results; a plaintiff firm announced an “investigation” post-print, adding a minor near-term headline risk .

Financial Results

P&L vs Prior Year and Consensus

Metric	Q3 2024	Q3 2025 (Actual)	Q3 2025 Consensus*
GMS ($B)	$2.19	$2.43 (+11% y/y; +24% ex-Taylor Swift)	N/A
Revenue ($M)	$433.8	$468.1 (+8% y/y; 19% of GMS)	$451.4*
GAAP Net (Loss) ($M)	$(33.0)	$(1,294.6) (IPO SBC driven)	N/A
GAAP Diluted EPS ($)	$(0.15)	$(4.27)	$(3.08)*
Adjusted EBITDA ($M)	$55.8	$67.5 (+21% y/y)	N/A
Adjusted EBITDA Margin (%)	13%	14%	N/A
Adjusted Gross Margin (%)	82%	84%	N/A
Take Rate (Revenue/GMS)	~20% (implied prior year)	19%	N/A

Notes: The GAAP loss reflects a one-time, non-cash $1.4B stock-based compensation charge at IPO . Values with asterisks are from S&P Global consensus.

Operating Expense Mix (Adjusted)

Metric	Q3 2024	Q3 2025
Adjusted Sales & Marketing ($M; % of Revenue)	$221; 51%	$255; 54% (reflects take-rate actions)
Adjusted Operations & Support ($M; % Rev)	$16; 3.6%	$17; 3.5%
Adjusted G&A ($M; % of Revenue)	$62; 14%	$52; 11%

Sequential Trends (last 4 quarters) — Adjusted EBITDA and Free Cash Flow

Metric	Q4 2024	Q1 2025	Q2 2025	Q3 2025
Adjusted EBITDA ($M)	$104.4	$47.9	$54.3	$67.5
Free Cash Flow ($M)	$10.6	$(150.6)	$9.7	$(4.6)

TTM Adjusted EBITDA at Q3 2025: $274.1M . TTM FCF: $5.6M (includes timing/interest impacts) .

Cash, Leverage and Liquidity (as of 9/30/25 unless noted)

Cash & Cash Equivalents: $1,392M
Total Debt (principal): ~$1.69B; Net Leverage: 3.9x TTM Adj. EBITDA
Interest rate hedged to ~5.8% through Feb 2027; annual debt service now ~$99M (-43% y/y)
Revolver capacity raised to $565M

KPIs

KPI	Q3 2024	Q3 2025
GMS ($B)	$2.19	$2.43 (+11% y/y; +24% ex-Taylor Swift)
Revenue as % of GMS	~20%	19%
Adjusted Gross Margin (%)	82%	84%
Net Cash from Operating Activities ($M)	$12.4	$3.8
Free Cash Flow ($M)	$10.6	$(4.6)

Guidance Changes

Metric	Period	Previous Guidance	Current Guidance	Change
Revenue	FY 2025 / FY 2026	None	No specific guidance; FY26 outlook to be provided with Q4/FY25 results	Maintained “no guidance”
Adjusted EBITDA	FY 2025 / FY 2026	None	No specific guidance; will guide FY26 with Q4/FY25	Maintained “no guidance”
Take Rate	Ongoing	Not guided	Management continues to optimize for share; current ~19% vs ~20% prior year	N/A
Capex	Ongoing	Not guided	Asset-light (~$26M TTM capex context)	Informational
Leverage/Interest	Ongoing	Not guided	Net leverage 3.9x; fixed ~5.8% rate; annual debt service ~$99M	Informational

Earnings Call Themes & Trends

Topic	Previous Mentions (Q2 2025)	Previous Mentions (Q1 2025)	Current Period (Q3 2025)	Trend
Direct Issuance (Open Distribution)	N/A (no public call)	N/A (no public call)	MLB partnership; teams joining without economic incentives; festivals added; leadership hires; TAM >$100B	Accelerating
Advertising (Sponsored Listings, Partnerships)	N/A	N/A	Sponsored listings to roll out in 2H Q4; Booking.com as proof point	Launch imminent
Take Rates / Market Share	N/A	N/A	Take rate reduced to 19% to drive share; nearing ~50% market share in Q3 per mgmt	Share up, take rate down
All-in Pricing Regulation	N/A	N/A	Estimated ~10% 1-year market headwind; lap in May 2026; longer-term positive for consumer transparency	Temporary headwind
International Expansion	N/A	N/A	Asia & LatAm particularly strong; tours increasingly global	Positive
Balance Sheet / Deleveraging	N/A	N/A	~$1.0B raised; $750M debt repaid; net leverage 3.9x; debt service -43%	Strengthening
AI/Agentic Search	N/A	N/A	Expect traffic to favor best supply/fulfillment; mix of paid/unpaid channels	Watchlist

Management Commentary

“Q3 was both our largest relative market share quarter to date and the largest quarter of new seller adoption for Reach Pro.” — Eric Baker, CEO .
“Revenue…declining slightly to 19% of GMS…compared to 20% in the prior year period” as part of deliberate share strategy — Connie James, CFO .
“Our GAAP results…include a non-recurring, non-cash expense of $1.4 billion related to stock-based compensation granted prior to our IPO.” — Connie James .
“We reduced our total debt by approximately 30%…retiring $750 million…ended the quarter with $1.4 billion of cash…net debt to TTM adjusted EBITDA was 3.9x.” — Connie James .
“Sponsored listings…will be rolling out second half of Q4.” — Eric Baker .
“All-in pricing is a 10% headwind…we’ll lap it in May of 2026.” — Eric Baker .

Q&A Highlights

ROI on share investments and DI: Management reiterated long-term focus; share gains are durable with POS “Reach Pro” adoption reinforcing marketplace advantages .
Advertising ramp: Sponsored listings to begin in 2H Q4 with seamless Reach Pro integration; Booking.com validates post-purchase monetization .
DI economics and take rates: Take rates are the same for Direct Issuance as secondary; phasing out minimum guarantees aligns with scalable marketplace economics .
All-in pricing and demand: ~10% one-year headwind; demand for live events remains robust; timing shifts in onsales can move between quarters .
International growth and 2026 setup: Asia/LatAm strength; tours getting more global; FY26 guidance to be provided with Q4/FY results .

Estimates Context

Q3 2025 vs consensus: Revenue $468.1M vs $451.4M* (beat ~3.7%); GAAP EPS -$4.27 vs -$3.08* (miss due to one-time IPO SBC) .
Forward consensus snapshots:
- Q4 2025: Revenue ~$491.5M*, EPS -$0.01*
- FY 2025: Revenue ~$1.789B*, EPS -$4.95*
- FY 2026: Revenue ~$2.644B*, EPS $1.23*
  Values with asterisks are retrieved from S&P Global.

Period	Revenue Consensus Mean* ($M)	Primary EPS Consensus Mean* ($)	EBITDA Consensus Mean* ($M)
Q3 2025 (Actual vs Est.)	451.4	-3.08	59.3
Q3 2025 (Actual)	468.1	-4.27	N/A (Adjusted EBITDA actual $67.5)
Q4 2025 (Est.)	491.5	-0.01	64.0
FY 2025 (Est.)	1,789.2	-4.95	232.1
FY 2026 (Est.)	2,643.9	1.23	861.5

Note: SPGI “EBITDA Consensus Mean” is not directly comparable to the company’s Adjusted EBITDA (which excludes SBC and other items). Company-reported Adjusted EBITDA in Q3 2025 was $67.5M (14% margin) . Values with asterisks are retrieved from S&P Global.

Key Takeaways for Investors

Core beat on revenue with clear explanation for GAAP EPS miss: The miss stems from non-recurring IPO SBC; adjusted trends remain positive with EBITDA/margins expanding y/y .
Strategy is working: Management is trading take rate for durable share gains, amplified by Reach Pro adoption and stronger seller integration .
New monetization vectors: Sponsored listings (Q4 launch) and DI open the door to incremental, high-margin revenue streams over time .
Deleveraging accelerates equity story: Lower debt service and hedged rates materially enhance 2026 cash flow potential and optionality .
Regulatory headwind is finite: All-in pricing creates a ~10% one-year drag, laps by May 2026; management views it as a longer-term consumer positive .
Watchlist risks/catalysts: No near-term guidance; Q4 onsale timing uncertainty; legal “investigation” headline; MLB DI ramp; World Cup demand setup for 2026 .
Trading frame: Focus on DI wins, sponsored listings adoption, take-rate trajectory, and ongoing debt reduction as the primary stock drivers into FY26 .

Additional context: Prior two quarters’ standalone earnings materials were not publicly available (pre-IPO). Sequential trends above use company-provided quarterly reconciliation tables for Adjusted EBITDA and Free Cash Flow .

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