StubHub Holdings, Inc. (STUB) Q2 2026 Earnings Report, Transcript and Summary

Good day, ladies and gentlemen, and thank you for standing by. Welcome to StubHub's Second Quarter 2026 Earnings Conference Call. [Operator Instructions] Please note that this conference call is being recorded today, August 12, 2026. I will now turn the call over to Jonathan Schaffer, SVP, Investor Relations with StubHub. Jonathan, please go ahead.

Good afternoon, and thank you for joining us to discuss StubHub's Second Quarter 2026 results. For reference, our second quarter earnings release and presentation are available under the Quarterly Results section of our Investor Relations website at investors.stubhub.com. Before we begin, please note that today's call will include forward-looking statements. These forward-looking statements are based on the company's current expectations and are not guarantees of future performance. These statements are subject to numerous risks and uncertainties that could cause actual results to differ materially from what we expect. Although the company believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can make no assurance related to its expectations. We refer you to our recent SEC filings for a more detailed discussion of the risks that could impact our future operating results and financial condition. We will also refer to non-GAAP measures on today's call. Unless otherwise noted, our profitability and EBITDA discussions today refer to non-GAAP adjusted EBITDA. Reconciliations of these non-GAAP measures to the most directly comparable GAAP measures are contained in today's earnings release available on our Investor Relations site. All financial comparisons, unless noted otherwise, are based on the prior year period. Joining me today are Eric Baker, our Founder, Chairman and Chief Executive Officer; and Connie James, our Chief Financial Officer. They will provide prepared remarks before opening the call up to your questions. With that, I'll turn it over to Eric. Eric, you may begin.

Thanks, Jonathan, and welcome everyone joining us today. We delivered a strong second quarter with GMS of $3.1 billion, up 34% year-over-year, and adjusted EBITDA nearly doubling to approximately $106 million. Adjusted EBITDA margin expanded to 18%, an increase of approximately 600 basis points. We also generated healthy cash flow, which enabled us to further deleverage and strengthen our balance sheet. Our results reflect healthy demand for live events, the competitive advantages we've built through the scale of our marketplace, and strong execution by our team. The second quarter once again demonstrated the strength of our marketplace model and the indispensable role of the resale marketplace in the live events ecosystem. Starting with our core resale business, demand for live events remains healthy. Consumers continue to prioritize live experiences across sports, concerts, theater and other entertainment categories, and the 2026 events calendar remains robust. As the market has evolved, the resale market has become an increasingly important part of the live events ecosystem. Fans value flexibility and where they buy tickets and when they make purchasing decisions. The resale market provides liquidity for buyers and sellers while expanding access. Today, StubHub's marketplace brings together more than 1 million sellers with millions of fans around the world. That depth of supply, combined with our technology and marketplace data, allows us to create better outcomes for buyers and sellers alike. Fans choose StubHub because we offer broad selection, trusted transactions and seamless purchasing experience. Sellers choose StubHub because we aggregate demand at a global scale. We put those advantages to work throughout the second quarter. Our marketplace continued to demonstrate the competitive strength we've built through scale, liquidity and global reach. The World Cup was the standout event of the quarter and a phenomenal proof point of the value StubHub brings to fans in the broader live events ecosystem. The event also demonstrated the increasingly global nature of our business as people traveled from around the world to experience the tournament. Fans from over 150 countries attended matches with tickets purchased through StubHub and approximately 1 in 7 World Cup tickets sold on our platform were purchased by buyers outside the United States and Canada. The World Cup reinforced what we've long believed about the value of a global marketplace. Buyers and sellers benefit from a platform that can efficiently connect global demand with deep liquid supply. This was evident throughout the tournament, providing further validation of our marketplace model. The World Cup created one of the largest and most dynamic ticketing environments our industry has ever experienced. With over 75 matches played over the course of just 2.5 weeks in the second quarter, we navigated unique operational challenges and delivered for fans. We believe that StubHub's ability to manage this complexity at a scale no one else can match is a clear differentiator for us. As with any event of this scale and complexity, a small subset of orders experienced fulfillment issues, and we chose to increase our investment in customer support and fulfillment to address them. As fans ourselves, we understand the disappointment when these issues occur. And from a business standpoint, our interests are aligned with our customers as our marketplace only works when fans attend an event. I'd like to thank our team for successfully executing through such a monumental event. Our objective has always been to take the friction and stress out of accessing live entertainment, and we will continue to invest in customer service, fulfillment and operations to deliver on that commitment. The live events market remains healthy with positive consumer demand, and we anticipate a robust calendar in the second half of the year. Following the significant demand generated by the World Cup, we are watching closely how consumer entertainment spending patterns develop across the remainder of the calendar. Beyond our core resale business, we are also expanding the ways rights holders access StubHub's marketplace. We have discussed our belief that ticket distribution is moving away from exclusive distribution methods toward a more open model. Rights holders increasingly want greater flexibility in how inventory reaches consumers, expanding distribution and improving pricing intelligence and insights. We believe open distribution gives rights holders access to StubHub's global demand and pricing data and gives fans greater choice in where they discover and purchase tickets. Our objective is to make it as simple as possible for rights holders to access StubHub's marketplace. During the second quarter, we expanded our self-service capabilities and broadened category coverage while selectively adding new distribution partners such as the American Conference in the NCAA. These partnerships help us refine our product while demonstrating how open distribution creates value for rights holders of all sizes. We're also making progress with Distribution Manager, our AI-powered self-service platform introduced earlier this year. Since launch, we have onboarded additional venues and festivals looking for an easy-to-use solution to manage and distribute inventory through StubHub. These partners are helping us refine the product while demonstrating how self-service tools can simplify distribution for rights holders of all sizes. It is still early, but we are encouraged by the momentum we are seeing and the opportunity to expand participation over time. Advertising represents another opportunity to build on the engagement across StubHub's marketplace. Sponsored listings provide sellers another lever to compete on the marketplace to sell their inventory, which, by definition, becomes more time-sensitive as an event approaches. It also helps fans discover relevant inventory more effectively. Our focus is primarily on improving option dynamics, increasing available advertising opportunities, refining placement and prominence and expanding access to more sellers while maintaining a fan experience centered on helping consumers discover the right events and tickets. We are in the early stages with sponsored listings. Over time, we expect advertising to become another high-margin revenue opportunity built on the engagement already taking place across our marketplace. Before I conclude my remarks, I want to take a minute to reiterate our view on the regulatory environment, as we recognize it is an area of focus for investors. We share the interest of legislators who are looking to expand fan access to live experiences, making it easier, more transparent and more trustworthy to buy and sell tickets. We believe that experience is only possible through a liquid open market that gives buyers and sellers the most choice. That has always been StubHub's foundation, and we continue to operate within a generally favorable status quo that supports open functioning resale markets across jurisdictions. The secondary market serves foundational needs across the live events ecosystem for fans, for rights holders and for venues alike, and we believe that is why it has proven durable across markets and regulatory environments. As we have discussed in the past, we believe public discussion tends to focus on a certain subset of the resale market. Resellers that list large quantities of inventory on marketplaces for very high-demand concerts at high prices significantly above the original sale price. Based on our internal data, we estimate that approximately 10% of our global GMS in 2025 was attributable to these types of high-demand concert ticket sales by resellers. Recent legislative developments are consistent with our view that regulatory focus is on high-demand concerts, not sports. For example, recently passed legislation in Washington, D.C. which is expected to go into effect in 2027 explicitly carves out sporting events. In addition, certain proposed price caps in other jurisdictions failed to advance during recent legislative sessions. We believe these outcomes reflect policymakers' growing appreciation for the complexity of this issue and the essential role of liquid resale marketplace in the broader live events ecosystem. Importantly, we believe that StubHub's durability is reinforced by our diversification and lack of concentration across sellers, content rights holders, buyers, event types and geographies, providing a level of insulation from potential regulatory changes that may affect any single subset of the market or any single jurisdiction. In closing, we believe the fundamentals of the business continue to strengthen. The live events market is healthy, our platform is executing, and the competitive advantages we've built continue to compound. As a result, we are growing our top line while scaling margins and generating strong free cash flow. We are also expanding the capabilities of our marketplace through open distribution and developing new monetization opportunities like advertising that build on the engagement already taking place across our platform. As we look ahead, we remain focused on disciplined execution, investing in the fan experience, expanding opportunities for rights holders and building on the advantages we've created as we pursue our vision to be the global destination for fans to access live entertainment. With that, I'll turn it over to Connie to discuss our financial results and outlook in more detail.

Thank you, Eric. Good afternoon, everyone. Our second quarter results reinforce the strength of our business model. Consumers continue to prioritize spend on live experiences, and we are meeting that demand with the most innovative technology, data, distribution and supply in the market today. In the second quarter, we delivered against our financial framework, durable GMS growth, margin expansion and strong free cash flow. GMS grew 34% to $3.1 billion, primarily driven by our strong World Cup performance. We realized growth across North America and our international markets, with international again outpacing North America off a smaller base, underscoring the strength of our global platform. We also expanded margins significantly, with approximately 800 basis points of sales and marketing efficiency improvement year-over-year. That was partially offset by incremental investments primarily related to the World Cup. We expect those investments to normalize in the second half and reported margins to reflect the full benefit of efficiency gains we have achieved. In addition, we generated healthy cash flow, funding continued investment in long-term growth while further solidifying our balance sheet and reducing debt, improving net leverage from 4.5 turns at the end of 2025 to 3 turns at June 30. Turning to the income statement. My remarks are on an adjusted basis, excluding stock-based compensation and nonrecurring items. Full reconciliations to comparable GAAP measures are available in our earnings release. Revenue for the second quarter increased 33% year-over-year to $573 million. GMS to revenue conversion was approximately 19%, roughly flat year-over-year, reflecting the World Cup's impact on our overall pricing and catalog mix. Gross margin was approximately 82%, reflecting the World Cup's impact on our payment processing and fulfillment efficiency. As Eric mentioned, we made the decision to increase our investment in the customer experience around the World Cup, given the scale and complexity of the tournament. These costs are not representative of our underlying margin structure. As the event mix becomes more balanced over the course of the second half, we would expect GMS to revenue conversion and gross margins to increase. This has already taken place in the weeks following the World Cup's conclusion. Sales and marketing expenses were 47% of revenue, which represents an approximately 800 basis point improvement year-over-year. Marketing efficiency is one of the most important metrics in our financial model and reflects both improved efficiency at scale and the lapping of a period of accelerated investment in 2025. Importantly, we are achieving this leverage while increasing GMS, demonstrating how our marketplace business can grow while increasing efficiency. Operations and support costs held at approximately 3% of revenue, inclusive of continued investment in customer support, up 32% year-over-year. G&A expenses increased year-over-year by approximately 160 basis points as a percentage of revenue, driven primarily by elevated professional fees related to the evolving regulatory environment and associated legal matters. G&A as a percentage of revenue improved sequentially down more than 200 basis points from the first quarter. Adjusted EBITDA nearly doubled year-over-year to approximately $106 million. And adjusted EBITDA margin was 18%, an expansion of nearly 600 basis points year-over-year. Our growth and marketing efficiency are contributing to a significant margin expansion, some of which was redeployed into the World Cup-related customer support and regulatory [ advocacy ]. Net income for the second quarter was $14.6 million. Net income includes $69 million of stock-based compensation expense, which was driven in part by previously announced adjustments to our equity program, as well as nonrecurring items, foreign exchange and derivative gains and losses, interest income and expense and taxes, all of which can introduce variability relative to our adjusted results. We believe adjusted EBITDA helps to highlight trends in our operating results by excluding these items, and the reconciliation to net income is available in our earnings release. Turning to cash flow. Our performance reflects the advantages of our marketplace model. As a scaled asset-light business with favorable working capital dynamics, we generate strong and durable operating cash flow. Because our business is inherently seasonal and individual quarters can reflect meaningful timing-related swings in working capital, we believe trailing 12 months free cash flow is the most appropriate lens through which to evaluate our cash generation. We generated approximately $598 million of free cash flow on a trailing 12-month basis, representing 194% conversion of adjusted EBITDA. This includes $418 million benefit from net inflows of buyer receipts and seller payments as well as approximately $108 million of interest costs. Excluding these items, underlying free cash flow was $288 million, representing a 93% conversion of our trailing 12-month adjusted EBITDA. During the quarter, capital expenditures were approximately 2% of revenue, and we generated approximately $12 million of interest income. We also continue to benefit from approximately $1.2 billion of NOLs. Turning to the balance sheet. We ended the quarter with approximately $1.7 billion of cash and cash equivalents or approximately $490 million net of seller payables. Net leverage improved to 3x trailing 12-month adjusted EBITDA at quarter end, down from 4.5x at year-end 2025, reflecting both earnings growth and cash generation. Our financial position provides meaningful flexibility to execute against our capital allocation priorities. We remain focused on organic investment, continued deleveraging and disciplined dilution management while maintaining the flexibility to pursue opportunities that enhance shareholder value. Subsequent to quarter end, we repaid $100 million of our U.S. dollar term loan, further demonstrating our commitment to deleveraging and our ability to deploy free cash flow toward debt reduction. This follows a $100 million in debt reduction in May and brings the total debt repayment over the last 12 months to $1.1 billion. As a result, our total outstanding gross debt has been reduced to approximately $1.3 billion with no maturities until March 2030. Turning to our outlook. We are raising our full year GMS guidance to a range of $10.1 billion to $10.3 billion, representing year-over-year growth of 10% to 12% versus our prior outlook of 8% to 10%. Our increased GMS outlook reflects our strong second quarter performance. As we look to the second half of the year, it's important to put that growth rate in context. We are taking a disciplined approach to our GMS growth outlook following the concentration of demand for the World Cup. While the World Cup validated our leadership position and the overall health of the consumer for live events, we will continue to monitor consumer spending patterns and will provide additional visibility as the year progresses. With respect to profitability, we are maintaining our full year adjusted EBITDA guidance of $400 million to $420 million, inclusive of the incremental World Cup-related customer support as well as regulatory advocacy costs. Looking forward, we anticipate margin expansion in the second half of the year. In closing, we delivered a strong second quarter characterized by GMS growth, expanding margins and strong free cash flow generation. And with that, we're ready to take your questions. Operator?

[Operator Instructions] Your first question comes from the line of Eric Sheridan with Goldman Sachs.

Maybe a 2-parter on costs. You saw a lot of sales and marketing leverage in the front part of the year. Can you talk to us a little bit about your philosophy on sales and marketing, the potential for either driving growth in the business in the second half of the year or potentially be an additional source of leverage? And can you talk us through some of the key strategic investments you believe you need to make in the business in the second half that might be reinvesting some of the profitability from the first half back into the business when we think about measuring your second half implied guide against the full year?

Eric, thank you for the question. Appreciate it. Let me give maybe a quick overview before then I give it to Connie for some of the details of how the second half plays out and so forth. I think when you talk about the fact, fundamentally, what we already discussed -- always discussed at the beginning of the year was that the objective of '26 was continue to grow while expanding our margins and building on our leadership position, and obviously halfway through the year, that's what's happened. I think a lot of that reflects again when you have a marketplace business and you have a leading position, that, as we said, we now can get leverage in the sales and marketing category, given where we are and capitalize on our leadership position with such strong tailwinds in the event market. But I'll let Connie walk you through a little bit more specifically how we see that playing out for the remainder of the year.

Yes. Thanks, Eric, for joining us today. I think maybe even more broadly, your question comes down to just help me understand what that margin bridge looks like. To your point, our implied guide is -- specifically notes that we will see that level of margin expansion in the second half. First, let me just note a couple of things that did occur in the second quarter, which impacted what I'll call the temporary dampening of what we saw in relation to the margin. You can see that there were some higher direct costs related to the World Cup impacting gross margin. You can see about a couple of points of slight compression versus our typical, call it, mid-80% run rate. And then to your point, that was partially offset with tremendous sales and marketing efficiency. As Eric mentioned, we know that once we've reached this clear market leadership position, we would naturally get that operating leverage. So again, really excited with that 800 basis point improvement over the period. As you look into the second half, what I can say is that we do continue to expect to see this efficiency flowing through from sales and marketing providing a benefit, as well as the alleviation of some of those temporary costs subsiding allows us to see this clear pathway to margin expansion.

Your next question comes from the line of Mark Mahaney with Evercore ISI.

All right. Maybe on the implied GMS outlook for the back half of the year. It sounds like you want to be a little bit cautious. It's almost like you're a little concerned that the World Cup may have caused a pull forward of demand for live events in the back half of the year that I think -- but I think you're also saying that there's a robust slate in the back half of the year. So just maybe drill on that a little bit more. Why aren't we seeing it? It looks like you're going to maybe even have a negative year-over-year quarter in GMS in the back half of the year, why that would be? And then also on advertising, is there anything you could -- could you provide a little bit more qualitative or quantitative details on how that's ramping up, number of advertisers, growth rates, dollar amounts, anything like that in terms of the revenue opportunity?

Thanks for the question, Mark. I appreciate it. Before I get Connie get into some more of the specifics around what you asked about where we can help, let me first, on the guidance thing, maybe touch briefly again on our guidance philosophy and how we think about it, which you sort of alluded to. We're trying to take a very disciplined approach. So we have high conviction and grounding in what we see as we move forward. And so we're also -- I think as we said, we always think on an annualized basis over the long haul because in any period of time, things can get moved forward or back, the event calendar, concert on sales can change. I think as you alluded to, certainly, we think there's a very strong event calendar in the back half, and we know we have a great durable leadership position. That being said, as you did allude to, the World Cup, very unique situation. We just want to be prudent with our guidance until we really have data on how consumers are spending on events in the period following such a unique extravaganza will play out, and we'll just -- we'll report on that as we see it. I think your second point, if I -- or your second question, if I recall, is more in advertising. Again, we are very bullish on advertising. We remain very committed to that, particularly around sponsored listings. We are in a phase again, as we've said, where we're just trying to perfect the product and get it right before we can really roll it out in a big way. So we're testing and learning from a subset of customers. We're trying to really optimize the auction mechanics, the pricing, the conversion rates, the user experience. And we're keeping a high bar that we wanted to be additive to what the consumer sees. So it's very attractive. We believe sellers of time-sensitive inventory are responding well to it. That being said, I appreciate your patience with us. As I've said before, we're really focused on just getting it right before we'll be in a position to share more metrics on how it's going. So with those two overviews, I'll hand it over to Connie.

Yes. I just kind of echo what you mentioned in terms of GMS outlook. We continue to be very grounded and disciplined as we think about putting a guide out there. The World Cup was a marquee event. We know that there is a potential for some level of shift in consumer spending patterns. What I'd say is the data that we have today, it's too early to read and really draw any level of conclusion. What we know is there's a healthy event calendar out there. And whenever and wherever that demand does come to fruition, we'll be right there to actually capture it. In addition, in terms of advertising, I would say, we've said previously that we expect that in the tens of millions of dollars in relation to revenue for the full year. That continues to remain. As Eric mentioned, this year is really focused on the fundamentals and getting it right. So excited about the longer-term opportunity.

Your next question comes from the line of Doug Anmuth with JPMorgan.

Can you quantify the impact of the World Cup in 2Q and perhaps even just how you're thinking about it for 3Q on GMS? And then much more importantly, how are you thinking about kind of the longer-lasting effects and kind of benefits in terms of customer acquisition? And then also just given some of the customer experience challenges as well.

Thank you for the question, Doug. And let me respond to it with how I think about the World Cup at the high level, and then certainly, Connie can elaborate on anything financial. So obviously, look, the World Cup performed at the high end of our expectations for the event. We think it was a great validation of the critical role that resale plays within the broader ticketing ecosystem. And it really, we think, further solidified StubHub as the destination, again, as a global platform that people from all over the world came to use the service and demonstrated the passion that they had. So I think the first thing when we back up and look at it is the event was an extremely positive experience for the overwhelming number of fans who used our service that we were able to deliver those people to those games to see the matches. I recall someone who lived in L.A. in 1994 when the last time the World Cup was here. And games were at the Rose Bowl so it was impossible to get tickets and it was really awful. So we provided the accessibility and that was great. That being said, we can prudently understand the frustration of -- there was a small subset, a very small subset of fans who didn't have the experience they wanted, had to get a refund, and that's unacceptable to us. We work every day to try and eliminate that. Even one refund is a backstop is one too many. We understand that operationally, it was a very complex event again because you had 75 events, I think, taking place in just 2 weeks in the quarter. And you had a ticketing system that was put up by the event organizer that was sort of just a bespoke thing for this tournament, not anything that anybody would typically rely on and that added an additional layer of complexity. So while we are very proud of the fact that we were able to deliver for that overwhelming number of people, we understand that those complications do not take away from the disappointment of someone who did not get the ticket they wanted to go into that game. And that's the center of everything we do. We run a consumer marketplace. We've had to do this for decades where we have to earn people's trust to transact with us every day. And we understand that even if we're getting it right 99.9% of the time does not help the 0.1% of people who may have a problem. So as Connie will elaborate further, we made a lot of investment during the World Cup period, which was unique and one-time to the World Cup in order to further support fans and further minimize problems. Again, we're not perfect. We have to strive to be perfect. We owe it to every customer to do that, but we are proud of what we were able to accomplish. And with that, I'll hand it over to Connie.

Yes. Thanks, Eric. And appreciate you joining the call today, Doug. I'll just put maybe a couple of finer points on some of your questions. In relation to the specific contribution, again, what I'd say, a key driver of the period, in particular, the second quarter, we're not breaking out specifically partially because the way in which we manage the business, we take a much more holistic view. Again, our job is to ensure that we capture as much of the demand wherever and whenever that shows up. What I will say more broadly to the point that Eric made it was important as this event continued to materialize that we had an exceptional customer experience. And so we were really proactive about ensuring that we could create incremental investments to help eliminate any friction that may or did arise. Again, you'll see some of that really showing up in the gross profit line, as I mentioned, slightly compressed during the period. In relation to the third quarter, again, I put this under the broader umbrella. World Cup was a great event. I think you've really highlighted that when these marquee events do occur, we're very well positioned just given a number of structural advantages we have when you think about being the clear market leader as well as our global reach to really show up, and again, the financial results reflecting that. But more broadly, again, really pleased with the event and the financial performance that was a result.

Your next question comes from the line of Justin Post with Bank of America.

Great. I'll ask on the direct business. Any wins to highlight over the last quarter or 2 that could really move the needle for direct distribution? And how does the pipeline of customers look -- potential customers look right now? Or partners, I should say?

Yes. Thank you for the question, Justin. I appreciate it on open distribution, just to level set everyone and remind them again, open distribution means giving content rights holders access to StubHub's buyer base and our distribution infrastructure on a nonexclusive basis at no charge. So they can get access to our deep liquidity pool, real-time data, fan demand tools without having to build anything themselves or give up their primary ticketing relationships. As we've continued to push on this, and we're very excited about it, we've been making progress in building the infrastructure as we see it that enables the rights holders to connect with buyers in our pool at scale. And we have selectively formed partnerships, some of which we've announced, like the American Athletic Conference and NCAA, really just going to help iterate and improve the product offering. So as -- I think as we've said, in 2026, we're trying to get that right from a product perspective, work with the base of folks we have rather than anything else as a goal. But I appreciate the question and appreciate your patience as we will announce more when the time is right.

Your next question comes from the line of Brian Pitz with BMO Capital Markets.

Thanks for the question. On GMS growth, any insights into ticket volume growth, average ticket price increases or mix shifts across sports, concerts, festivals and other categories? And then as a follow-up, maybe just on stock-based compensation, definitely increased significantly in '26. How should we think about the ongoing rate -- run rate of equity compensation and its impact on dilution as we go forward?

Sure. Thank you for the question. Appreciate it. So let me -- I'll give you a sort of setup and the high level, how I would think about some of that stuff. I think you asked about the GMS growth and how that looked and then stock-based comps. So let me address it briefly, and then Connie can get into details. Generally, we see -- we always see strength, we focus across the board. As there's more demand for live events, more events coming online, you get volume, we get the benefit of price as well. So that's all been good. Again, the World Cup was at the high end of our expectations, but the rest of the business, pretty much across the board performed in line with our expectations. So as far as we see sort of broadly the live event push, we're very long on live events. Consumers are passionate about it, more and more events get added to the calendar. And so that's an extremely positive trend across the board. I'm sure Connie can address what she can address more. Secondly, on the stock-based comp, and I'm sure Connie will address this something we have made mention before is that there's a lot of adjustment just from the onetime readjustment after the IPO. And I think we've indicated how that is a certain amount of net dilution for this year, not something that should impact things meaningfully going forward. Again, what I would say before I hand it to Connie is my personal point of view, what we're striving to do is just generate more free cash flow per share over the long term. So you got to generate more cash and hopefully, at some point, even reduce the share count. So with that framework, I'll hand it over to Connie.

I'm happy just to add a couple of points, Eric. Thanks. In relation to, again, how we think about pricing versus volume, as Eric mentioned, we really think about it. And I'd call a broader context, which is during every period, there could be a shift in price versus volume. Our job is, again, to ensure that we capture the demand. There was obviously some elevation in price, just given the World Cup in the period. But that being said, again, we think about this really on an annualized basis. One of the benefits that we have is we just have such a diversified catalog that comes across given the scale. But again, noted in the period, there was a level of concentration because of the World Cup. More broadly in relation to share-based comp. Again, we know that people are at the core of value creation. And so continuing to ensure that we have competitive compensation of which equity is the component remains front and center for us. Post the IPO, there has been some elevated share-based comp. But what I'd say is more -- as we think about it, what is front of mind is how do we really think about dilution because we know there can be shifts in relation to share-based comp expense wherever the stock price is trading on any given day. That being said, we have been very explicit. They [indiscernible] approach is ensuring that dilution is no greater than, I think, low single digits. In the near term, we've also mentioned that for the full year, we expect it to be in this low to mid-single-digit range. We're on track to continue to stay within that. And as Eric mentioned, fundamentally, what we really care about is how do we continue to look at free cash flow per share is a metric that really creates long-term shareholder value.

Your next question comes from the line of Shweta Khajuria with Wolfe Research.

Can I please ask a couple? One is, when you think about the demand trends in the U.S. versus international, could you characterize what you're seeing? And how does -- how is the demand in the U.S. versus perhaps discretionary spend demand in the international markets? Second, any update on the regulatory environment? There was a little bit of noise around scalpers, StubHub perhaps potentially funding scalpers. Is there anything you want to clarify here? That would be helpful.

Sure. No, thank you for the question, Shweta, and I'll try and give you insight to both. I think international/domestic, I don't know that we have blinding insight. Our business continues to be strong across the board. Live events is a consistent theme. And again, we'll keep people up to date as we see it. I don't know how that bodes for the rest of the economy. But one thing we've seen is that the consumer in all these countries seems to be very resilient for live events in any environment because that is what they want to do, whatever the local culture is. In terms of regulatory, thank you for asking the question. I know that's something that people have lots of questions about and there's been lots of information about. So let me try and set the framework and level set for people, and I can comment on things that have been going on and you may have read about in the press. So look, we're a fan-first platform. We've always been advocating on behalf of fans for access since we started. So we really view it as regulators really want to provide these benefits to consumers around convenience, fraud protection, access to sold-out events. And so if we explain ourselves, we can see some good alignment. And that's why we operate in a very broadly supportive regulatory environment where resale is legal just about everywhere. And we think we're in a good space. That being said, as you point out, there's always some noise around this. And particularly now, there's been talk around price caps. People have sort of centered on that discussion. Price caps are [indiscernible] rare places today. They're not typical. And generally, we think the reason for that is folks and legislators sort of realized and they've seen from what's happened in the past that they don't really help fans. You end up with a black market with fraud and people out on the street corner on some corner of the Internet. They're also very impractical to enforce increasingly because you have more dynamic pricing in the primary market. So there's really no concept of face value. So that's why we really haven't seen that broadly now. Where now I'll get to sort of the update maybe around where there's talk about certain things going on is that there has been some focus mostly on high end -- these extreme concert tickets, the very tippy top of the market where they say, oh, some sellers can come in and buy tickets and then sell them at very large markups. And the concern is that maybe they should apply a price cap to that. We don't think price caps work for all the reasons we talked about. But one thing that's important to know and we've tried to communicate before is that surface of our business, meaning it's high-end concerts where you have professional sellers buying up and selling at a high price markup is really 10% of our global GMS. That's across the board across all these jurisdictions. So just to say, if there was a new intergalactic law that just said they're going to adopt it, it impacts 10%. And in fact, that 10% would not all go away in that case, there would be substitution and some difference to it. So it's a limited sort of surface. And people can make their own determination as to what you think the probability of that happening across the board is. For the reasons we said, we feel very confident that, that's not pro consumer. Now let me just touch on some specifics that have been out there when people look at it in recent updates. So there have been -- in Washington, D.C., they did pass something called the Resale Act. That is something that if it gets implemented, will be in 2027. Importantly, again, it calls out concerts -- calls out sports rather and says it's only for concerts. So that is for just that subset we talked about, and the D.C. market is very, very small. Elsewhere, there's been a lot of places, and it's important for people to understand where these price caps have not gone through recently. You may recall we talked about the U.K. There was a lot of talk about that, and it would be in the King's Speech. It did not make it into the King's speech. And so that did not come to pass. We'll see what happens in the future. In New York, again, there was chatter about this, that price caps did not pass. We have a favorable environment in New York. So we think that continues. We think it's evidence that where we do engage and where we make this clear to the legislators and the regulators, they come to understand that it's not a great policy and it's not fan-friendly. So that's how we think about it. But just hopefully, that's not too much, but wanted to frame it as thoroughly as I could to at least address a lot of the questions that might be out there so people can understand what the state of play currently is and what the real surface we're talking about is so we could bound it appropriately. And then everyone can make their own conclusion.

Your next question comes from the line of Jed Kelly with Oppenheimer & Co. Inc.

Great. Just talking about the second half, would it be fair to say you're kind of layering in a somewhat conservatism, just given if we look at the second half by some other companies in the consumer service sector, Live Nation and some travel companies, they're sort of talking to stable to decent demand. And the can you help us with the 3Q and 4Q cadence between GMS, EBITDA, and revenue?

Thank you for the question, Jed. Appreciate it. Connie will dive into the specifics where she can. I think what I would say, and again reiterate, and as you say, is look, our guidance philosophy, which we want to make sure we're communicating how we think about it so you understand it, is again, we're trying to be very disciplined and grounded in the approach so that we have very high conviction in what we can deliver and what we can do. Our business, again, as I've said before, we really think on an annual basis, and there can always be some pushes and pulls depending on things. I think also as you know, or maybe to respond to the overall environment, as I said before, World Cup's a very unique, one-of-a-kind event in that sense of compression for consumers. We don't know. We'll see how people react to it. We just want to again not get ahead of ourselves and just be very reasonable in what we say. With that, Connie can certainly explain to you why we think the second half will play out the way we do to deliver the EBITDA and top line.

Yes. I'm happy to build on that. Maybe it's useful just to step back and give just a bit of context on the profitability, start there, and then I can talk about how we're thinking about the phasing, which I think is what you're after. More broadly, I'll just start to help walk through the P&L. If we really start again, you've got a clear understanding of where our guide is at the moment, 10%-12% of adjusted EBITDA for the full year. So you can start to work through the math in the second half. But in relation to the cost structure, again, a couple things just to understand. If you look at the second quarter, there were some higher temporary direct costs, specifically related to the World Cup, as well as what I'll call some slightly elevated G&A costs in relation to professional services. You can see that the gross margin in the second quarter was slightly compressed, sitting at about 82%, versus this normal blended gross margin that we typically have around, call it, mid 80%, similar to what you would have seen posted in the first quarter. There are really two factors that are underpinning that temporary compression in gross margin. The first is, again, as you can appreciate with some of these marquee events, there can be some event-driven pricing dynamics at play, which do impact that GMS to revenue conversion rate. Secondly, there was some incremental investment, as we've discussed, related to the consumer experience. What I'll say is that now that we've moved past the World Cup, what we're seeing in the numbers today is that the GMS to revenue conversion has increased, and as a result, we're seeing those gross margins again return to this more structural mid 80% rate. That, combined with the sales and marketing efficiency, again, really pleased that we saw that 800 basis point improvement during the period. We expect to continue to see that efficiency, which then will provide us again with the expanding margins in the second half. In relation to the specific phasing quarter-to-quarter, again, we don't provide quarterly guidance, but hopefully that provides you with enough context to really understand how we expect the second half to play out.

Your next question comes from the line of Ryan Sigdahl with Craig-Hallum Capital Group.

Eric, Connie, maybe staying on that guidance question. GMS guidance implies low single-digit growth in the second half, despite you have World Cup benefit still in July. You have an easy Q4 comp. Eric, you had commented international remains strong. I guess if we assume all that, it implies North America GMS is flat to down, which doesn't make a lot of sense to me, relative to everything you're saying. I guess any finer point you can put on that, Connie, would be helpful.

Yes, I can certainly -- thank you, Ryan, for the question. Appreciate it. And I think Connie can sort of walk you through. I think the way I think about the high level is that business will continue to grow, margins will continue to expand, and we'll continue to generate a ton of cash while maintaining our leadership position, which is what we want to do across the board. Obviously, to your question in terms of what is the order of magnitude that that will happen, that is a different question, and Connie can reiterate how we've thought about articulating that.

Yes. Thanks, Ryan, for being with us today. Again, the broad context, just to provide is, again, some of the guidance philosophy, and we've talked about it's important for us to continue to maintain this disciplined approach. With the World Cup, we're continuing just to monitor will there be any changes to consumer spending patterns, just given how big and large the event was. So again, too early to tell from the data, but more to come.

And if I may, for my second question, just from the one-time customer support and investment around World Cup, how much of that was proactive and planned versus reactionary to some of the issues that were well-publicized? Maybe from a quantitative standpoint, one of your peers cited 99.7% successful fulfillment on World Cup orders. Are you guys willing to quantify?

Thanks for the question on that, Ryan, and again, I can sort of speak to, as we said, the World Cup was a very complicated event with a very, very complicated ticketing system that was put in place. So, we always put a lot of effort and support towards customer service and for the World Cup. In fact, I think we sort of had a sense that it was going to be difficult with the system that was in place, and so we were trying to get ahead of it and invest. I think to your question about, again, as I mentioned before, and we understand that it doesn't really matter if we were able to get how many people we got in countlessly, and even if we get to whatever it is, 99% plus. If you do not get to 100% and it is not zero, which is what we strive for, you are going to have upset people, and we understand why. We are fans of events ourselves. It is why we make this investment, to try and make sure that a refund is the last resort. All I can say is that we are very proud of what we did. We really worked hard, and we think we were successful in delivering a lot of joy to a lot of people. That being said, I can assure you, the only metric that we drive people towards is we are trying to get that to 100%, or to put it to 0% internally. Because until you are at 100%, you are going to have people who are upset. We understand that. Also, we understand with the law of large numbers, as we are delivering so much for folks. As that number gets very large, the absolute number of people, even if you are at 99.99%, is real. We understand that that will get attention in the press. We understand why, and we want to do everything we possibly can, proactively and intelligently, to try and make sure that we can drive that to 100%. That is what we are proactively trying to do every day. We are not perfect. We know we have a long way to go, and we certainly know as fans that it does not take away from the disappointment of a fan for whom that person, their transaction, was 100% of the problem for them. I just want to emphasize how seriously we take it, that we realize that it is something we need to do. The last thing I would leave you with is the World Cup was a very unique experience. I think I want to echo what Connie was saying, is that some of those expenses that she walked through are one-time to that type of event because of the nature of the ticketing system, the nature of the event calendar, et cetera. Hope that was not too much, but wanted to try and be as responsive as I could.

Your next question comes from the line of Andrew Boone with Citizens.

I wanted to ask about the potential for a baseball strike as we think about next year. If I think about what has historically happened, do you guys see a mix shift of consumers switching to concerts, or do you think that that's entirely lost in terms of that demand? How should we be thinking about that as a risk? Going back to marketing efficiency, you guys had this large influx of this new cohort for the World Cup. Can you talk about keeping them on the platform and increasing repeat rate in organic? How are you guys thinking about just increasing the direct sales as it relates to bringing these customers back?

Sure. No, thank you for the questions. And so maybe let me try to address them in the time that we have to be responsive. In terms of MLB, I don't have a crystal ball in terms of what may or may not happen in terms of the season. Of course, the key thing for us is always we have a massively diverse book of business. We know that consumers want to go to live events. I would assume they'll, yes, that's probably reasonable, that they will then spend their money elsewhere. All that being said, to be clear, I'm a big baseball fan. Certainly hope baseball doesn't miss even an inning. I happen to be a Dodger fan, so hopefully the Dodgers will continue rolling on. So that's the most insight I can give there. I think on the second thing, and what you mentioned is, well, how do you think about the platform and continuing to be more efficient, and you've seen how you do that. Well, obviously, I think when you're more efficient and you've seen as we've been more efficient with sales and marketing in a business like ours where you get that leadership position in a network effect business, obviously you're going to be more effective in converting through any channel is one piece. But obviously, as you allude to, you're going to get increasingly better at getting people to come to you direct and through other channels. You're going to get better at people repeatedly repeating in terms of using you. You're going to get better in terms of being a marquee place where I think someone mentioned downloading the app for big events. All those things have cumulative effects over time. And I think part of what you'll hopefully continue to see through our financials or what we are communicating is that is exactly what is happening. So what you say makes a lot of sense. It's what we're striving to do, and we hope that we can prove with results and not simply words that that is what will continue to happen. But thank you for the question.

At this time, we have reached the end of our Q&A session. I would now like to turn the call back to Eric Baker, Founder, Chairman and CEO, for closing remarks.

Thanks again, everyone, for joining us today. We delivered record GMS and revenue performance in the second quarter. Consumers continue to prioritize live events, and our second quarter results demonstrated the strength of our leading marketplace model. We look forward to executing on our business priorities in the second half of the year. Thanks again, and have a great night.

This concludes today's call. Thank you for attending. You may now disconnect.