Market Newsdesk

StubHub Announces Third Quarter 2026 Results

– Gross Merchandise Sales increased to $2.6 billion, up 7% year over year –

– Revenue increased to $502.0 million, up 7% year over year –

– Adjusted EBITDA increased 84%to $124.1 million; adjusted EBITDA margin up 10 percentage points year over year to 25% –

– Raising full-year GMS outlook –

– Further strengthened balance sheet with debt maturity extension at lower borrowing rates and debt reduction –

NEW YORK–(BUSINESS WIRE)–
StubHub Holdings, Inc. (NYSE: STUB), a leading global ticketing marketplace for live events, today reported financial results for the third quarter ended September 30, 2026.

“Consumers continue to prioritize live events and value the trusted experience that StubHub provides as the global market leader,” said Eric Baker, Founder, Chairman and Chief Executive Officer of StubHub. “We are increasing our full-year GMS outlook to reflect our positive third quarter results and anticipated performance for the remainder of the year. Moving forward, we remain committed to advancing StubHub’s strategic priorities that expand access and choice for fans.”

Financial Highlights

• Gross Merchandise Sales (“GMS”)¹ of $2.62 billion, a $181.6 million, or 7% increase compared to $2.43 billion in the prior-year period.

• Revenue of $502.0 million, or approximately 19% of GMS, a 7% increase compared to $468.1 million in the prior-year period.

• Net income of $33.6 million, representing a 7% net income margin, compared to a net loss of $1,294.6 million in the prior-year period, which includes $1,405.2 million of stock-based compensation expense.

• Adjusted EBITDA¹ of $124.1 million, representing a 25% adjusted EBITDA margin, an 84% increase compared to $67.5 million in the prior-year period.

• Cash and cash equivalents of $1.2 billion; payments due to sellers of $0.8 billion.

• Further strengthened balance sheet by extending its term loan maturities by 3.5 years and reducing borrowing rates in October; repaid $100 million in debt in July.

• Net leverage¹ improved to 2.5x trailing 12-month adjusted EBITDA as of September 30, 2026, a 2.0x reduction compared to 4.5x as of December 31, 2025.

Full Year 2026 Financial Outlook

StubHub is increasing its GMS outlook and reiterating its adjusted EBITDA outlook for full year 2026:

• GMS of $10.175 billion to $10.375 billion

• Adjusted EBITDA² of $400 million to $420 million

These guidance ranges constitute forward-looking statements and reflect information available to the company as of the date hereof. There can be no assurance that the company’s actual results will not differ materially from the estimates set forth, including as a result of factors outside of the company’s control. See cautionary note below regarding “Forward-Looking Statements.”

1. For definitions and applicable reconciliations, please refer to “Key Business Metric and Non-GAAP Financial Measures” and the tables under “Reconciliations of GAAP to Non-GAAP Financial Measures” below.

2. A reconciliation of Adjusted EBITDA guidance to the corresponding GAAP measure is not available on a forward-looking basis without unreasonable effort due to the uncertainty of expenses that may be incurred in the future, although it is important to note that these factors could be material to results computed in accordance with GAAP. For example, stock-based compensation-related charges are impacted by the timing of employee stock transactions, the future fair market value of Class A common stock, and future hiring and retention needs, all of which are difficult to predict and subject to constant change.

Conference Call and Webcast Information

StubHub will host a conference call and live webcast to discuss its third quarter 2026 results today at 5:00 PM Eastern Time.

The live webcast and replay may be accessed on StubHub’s investor relations website, investors.stubhub.com, along with a copy of the earnings presentation and this press release.

About StubHub

StubHub is a leading global ticketing marketplace for live events. Through StubHub and its international brand viagogo, the company services customers in over 200 countries and territories, supporting over 30 languages and accepting payments in over 45 currencies – from sports to music, comedy to dance, festivals to theater. StubHub offers a safe and convenient way to buy or sell tickets to live events across the world for memorable live experiences.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements regarding our financial outlook for the full year 2026, growth in market position, growth strategies, and ability to deliver sustainable long-term value for our stakeholders. Our actual results may differ materially from expectations, and reported results should not be considered as an indication of future performance. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “hope,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” or similar expressions. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied, and you should not rely on these as predictions of future events. Factors that may cause differences include, without limitation: the demand for tickets on our platform or for live events in general; our ability to maintain relationships with buyers and sellers, including individual sellers, professional sellers and content rights holders; changes in or any limitation or discontinuation of support by internet search engines and related technologies that impact how consumers find information online; our ability to compete in the ticketing industry against current or future competitors; our ability to continue to improve our platform and maintain and enhance our brands; our ability to expand into adjacent market opportunities across live entertainment and into additional live event and experience categories; our ability to expand the adoption of our platform for open distribution and disrupt the legacy primary ticketing model; the effects of seasonal trends on our results of operations; our ability to attract and retain a qualified management team and other team members while controlling our labor costs; our ability to effectively manage our exposure to fluctuations in foreign currency exchange rates and rising inflation rates; our ability 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; the impact of extraordinary events or adverse economic conditions on discretionary consumer and corporate spending or on the supply and demand of live events; our ability to successfully defend against litigation; our ability to maintain the integrity of our information systems and infrastructure, and to mitigate possible cybersecurity risks; our ability to generate sufficient cash flows or raise additional capital necessary to fund our operations or service our debt, contractual commitments or obligations; our ability to remediate material weaknesses in our internal control over financial reporting; and the increased expenses associated with being a public company. For additional information on other potential risks and uncertainties that could cause actual results to differ from expected results, please refer to our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2025 and Quarterly Reports on Form 10-Q. All forward-looking statements are based on information available to us as of the date of this press release and are made only as of such date. We undertake no obligation to update these statements to reflect subsequent events or circumstances, except as required by law.

STUBHUB HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)
(Unaudited)
		Three Months Ended September 30,								Nine Months Ended September 30,
		2026				2025				2026				2025
Revenue		$	501,953			$	468,113			$	1,521,066			$	1,296,015
Costs and expenses:
Cost of revenue (exclusive of depreciation and amortization shown separately below)			73,546				100,514				243,953				238,102
Operations and support			15,117				22,508				48,853				48,634
Sales and marketing			228,158				281,136				728,152				735,246
General and administrative			134,154				1,425,733				386,137				1,571,161
Depreciation and amortization			8,703				6,411				26,411				19,167
Total costs and expenses			459,678				1,836,302				1,433,506				2,612,310
Income (loss) from operations			42,275				(1,368,189	)			87,560				(1,316,295	)
Interest income			9,161				12,912				31,923				31,579
Interest expense			(21,502	)			(35,360	)			(60,970	)			(121,665	)
Other income, net			—				4,904				—				4,552
Foreign currency gains (losses)			2,460				(1,133	)			26,914				(86,303	)
Loss on extinguishment of debt			(1,804	)			(15,454	)			(3,681	)			(15,454	)
Gains on derivatives			760				1,471				7,050				637
Total other income (expense), net			(10,925	)			(32,660	)			1,236				(186,654	)
Income (loss) before income taxes			31,350				(1,400,849	)			88,796				(1,502,949	)
Benefit for income taxes			2,219				106,240				7,425				132,328
Net income (loss)			33,569				(1,294,609	)			96,221				(1,370,621	)
Net income (loss) attributable to common stockholders		$	18,561			$	(1,331,317	)		$	51,058			$	(1,443,132	)
Net income (loss) per share attributable to common stockholders:
Basic		$	0.05			$	(4.27	)		$	0.14			$	(4.70	)
Diluted		$	0.05			$	(4.27	)		$	0.11			$	(4.71	)
Weighted-average shares used in computing net income (loss) per share attributable to common stockholders:
Basic			383,574,880				311,633,848				373,969,205				306,981,026
Diluted			388,353,318				312,956,375				384,022,801				307,421,868

STUBHUB HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
(Unaudited)
		September 30,				December 31,
		2026				2025
Assets
Current assets:
Cash and cash equivalents		$	1,167,227			$	1,241,587
Accounts receivable			11,436				6,909
Inventory			1,716				9,228
Prepaid expenses and other current assets			79,895				37,924
Total current assets			1,260,274				1,295,648
Non-current assets:
Property and equipment, net			143,189				73,254
Trademarks and trade names			864,800				864,800
Other intangible assets, net			23,419				38,243
Goodwill			2,686,701				2,686,701
Restricted cash			12,878				17,543
Deferred tax assets			2,060				2,083
Other non-current assets			54,680				75,781
Total assets		$	5,048,001			$	5,054,053
Liabilities, Redeemable Preferred Stock, and Stockholders’ Equity
Current liabilities:
Accounts payable		$	85,853			$	71,087
Payments due to buyers and sellers			860,735				845,892
Accrued expenses and other current liabilities (including zero and $17,894 under the fair value option, respectively)			362,812				334,305
Total current liabilities			1,309,400				1,251,284
Non-current liabilities:
Long-term debt obligations, non-current			1,297,585				1,506,957
Deferred tax liabilities			103,001				93,226
Other non-current liabilities			200,914				260,971
Total liabilities			2,910,900				3,112,438
Commitments and contingencies
Redeemable preferred stock, $0.001 par value; 100,000,000 shares authorized as of September 30, 2026 and December 31, 2025; 490,000 and 794,893 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively; aggregate liquidation preference of $736,149 and $1,027,583 as of September 30, 2026 and December 31, 2025, respectively			454,350				758,027
Stockholders’ equity:
Class A common stock, $0.001 par value; 3,000,000,000 shares authorized as of September 30, 2026 and December 31, 2025; 357,434,430 and 321,320,641 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively			357				321
Class B common stock, $0.001 par value; 200,000,000 shares authorized as of September 30, 2026 and December 31, 2025; 24,750,000 shares issued and outstanding as of September 30, 2026 and December 31, 2025			25				25
Additional paid-in capital			4,971,291				4,522,498
Accumulated other comprehensive income			25,460				71,347
Accumulated deficit			(3,314,382	)			(3,410,603	)
Total stockholders’ equity			1,682,751				1,183,588
Total liabilities, redeemable preferred stock, and stockholders’ equity		$	5,048,001			$	5,054,053

STUBHUB HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
		Nine Months Ended September 30,
		2026				2025
Cash flows from operating activities:
Net income (loss)		$	96,221			$	(1,370,621	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation			11,315				1,829
Amortization of intangible assets			15,096				17,338
Stock-based compensation			142,556				1,412,779
Amortization of debt issuance costs			3,728				6,535
Losses on derivatives			17,174				7,602
Amortization of unrealized losses on cash flow hedge			(23,893	)			(23,924	)
Unrealized foreign exchange (gains) losses			(29,010	)			87,647
Loss on extinguishment of debt			3,681				15,454
Deferred income taxes			(11,205	)			(135,458	)
Fair value change for preferred stocks and preferred stock bifurcated derivatives			(8,031	)			15,825
Other			1,702				6,840
Changes in operating assets and liabilities:
Accounts receivable			(4,647	)			(491	)
Inventory			7,512				7,302
Prepaid expenses and other current assets			(24,703	)			(8,125	)
Other non-current assets			(3,080	)			(1,667	)
Operating lease right-of-use assets			3,501				3,359
Accounts payable			18,193				(49,937	)
Payments due to buyers and sellers			25,878				131,165
Accrued expenses and other current liabilities			(50,736	)			26,600
Other non-current liabilities			38,424				33,839
Operating lease liabilities			(8,179	)			(2,455	)
Net cash provided by operating activities			221,497				181,436
Cash flows from investing activities:
Capitalized software development costs			(30,462	)			(22,842	)
Purchases of property and equipment			(630	)			(1,170	)
Purchases of intangible assets			(271	)			(1,198	)
Net cash used in investing activities			(31,363	)			(25,210	)
Cash flows from financing activities:
Proceeds from issuance of common stock upon initial public offering, net of underwriting discounts and commissions			—				758,000
Proceeds from issuance of Class A common stock upon exercise of stock options and warrants			190				59
Proceeds from issuance of Series N redeemable preferred stock			—				50,000
Proceeds from issuance of Series O redeemable preferred stock			—				254,893
Repurchase and retirement of Class A common stock			—				(1,000	)
Repayment of long-term debt obligations			(200,000	)			(759,763	)
Payments of tax withholding obligations on vested equity awards			(53,098	)			(81,607	)
Payments of deferred offering costs			(2,407	)			(10,050	)
Proceeds from partial interest rate swap termination			3,350				14,010
Net cash (used in) provided by financing activities			(251,965	)			224,542
Effect of exchange rate changes on cash, cash equivalents, and restricted cash			(2,798	)			12,723
Net (decrease) increase in cash, cash equivalents, and restricted cash			(64,629	)			393,491
Cash, cash equivalents, and restricted cash at beginning of period			1,259,130				1,015,912
Cash, cash equivalents, and restricted cash at end of period		$	1,194,501			$	1,409,403

STUBHUB HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS – continued
(In thousands)
(Unaudited)
		Nine Months Ended September 30,
		2026			2025
Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets:
Cash and cash equivalents		$	1,167,227		$	1,392,458
Restricted cash in prepaid expenses and other current assets			14,396			352
Restricted cash			12,878			16,593
Total cash, cash equivalents, and restricted cash		$	1,194,501		$	1,409,403
Supplemental cash flow information
Cash paid for:
Interest		$	88,730		$	159,442
Non-cash investing and financing activities:
Stock-based compensation capitalized in development of capitalized software		$	47,771		$	28,342
Deferred offering costs accrued, unpaid		$	—		$	4,335

Key Business Metric and Non-GAAP Financial Measures

StubHub regularly reviews the key business metric, GMS, and the non-GAAP financial measures, Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow, Net Leverage, Adjusted Gross Margin, Adjusted Sales and Marketing Expenses, Adjusted Operations and Support Expenses, and Adjusted General and Administrative Expenses to evaluate our business, measure our performance, identify trends, prepare financial projections and make business decisions. The measures set forth below should be considered in addition to, not as a substitute for or in isolation from, our financial results prepared in accordance with GAAP. Other companies, including companies in our industry, may calculate these measures differently or not at all, which reduces their usefulness as comparative measures. A reconciliation of the non-GAAP financial measures to the most directly comparable financial measures calculated in accordance with GAAP is set forth below under “Reconciliations of GAAP to Non-GAAP Financial Measures.” A reconciliation of our Adjusted EBITDA guidance to the corresponding GAAP measure is not available on a forward-looking basis without unreasonable effort due to the uncertainty of expenses that may be incurred in the future, although it is important to note that these factors could be material to our results computed in accordance with GAAP. For example, stock-based compensation-related charges are impacted by the timing of employee stock transactions, the future fair market value of our Class A common stock, and our future hiring and retention needs, all of which are difficult to predict and subject to constant change.

Gross Merchandise Sales represents the total dollar value paid by buyers for ticket transactions and fulfillment. GMS includes fees we charge buyers and sellers that can vary by transaction, as well as the net proceeds we remit to sellers. Our definition of GMS does not include applicable sales, value-added and other indirect taxes, shipping costs and the impact of discounts and coupons as well as event cancellations or expected cancellations after the initial transaction on our platform. We believe it is useful to exclude these items, primarily refunds due to event cancellations, as GMS is a key metric used by management to measure business performance.

Adjusted EBITDA is calculated as net income (loss) excluding results from non-operating sources including interest income and expense, (benefit) provision for income taxes, other (income) expense, net, foreign currency (gains) losses, (gains) losses on derivatives, depreciation and amortization, acquisition-related costs, loss on extinguishment of debt, stock-based compensation expense, indirect tax contingency costs, litigation reserves and other costs and expenses. Adjusted EBITDA is a key performance measure that our management team uses to assess our operating performance. We present Adjusted EBITDA because management believes it is helpful in highlighting trends in our operating results as it excludes certain items, such as stock-based compensation expense, which are non-cash or whose fluctuations from period-to-period do not necessarily correspond to changes in the operating results of our business. Moreover, it is frequently used by analysts, investors and other interested parties to evaluate companies in our industry.

Adjusted EBITDA has limitations as an analytical measure and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. In addition, other companies, including companies in our industry, may calculate Adjusted EBITDA differently, which reduces its usefulness as a comparative measure. Because of these limitations, you should consider Adjusted EBITDA alongside other financial performance measures, including various cash flow metrics, net income (loss) and other GAAP results.

Free Cash Flow is defined as net cash (used in) provided by operating activities less capital expenditures, which includes purchases of property and equipment, purchases of intangible assets and capitalized software development costs (excluding capitalized stock-based compensation expense). We believe that Free Cash Flow is a meaningful indicator of liquidity for management and investors and, in particular, the amount of cash generated from operations that, after capital expenditures, can be used for strategic initiatives, including continuous investment in our business and strengthening our balance sheet. A limitation of the use of Free Cash Flow is that it does not represent the total increase or decrease in our cash balance for the period. Free Cash Flow should not be considered in isolation or as an alternative to cash flows from operations and should be considered alongside our other financial liquidity measures, such as net cash (used in) provided by operating activities and our other GAAP results.

Net Leverage is defined as (a) total debt, less cash and cash equivalents plus payments due to sellers divided by (b) trailing 12-month Adjusted EBITDA. We believe that Net Leverage provides investors a more complete understanding of our leverage position and borrowing capacity after factoring in cash and cash equivalents that eventually could be used to repay outstanding debt.

Adjusted Gross Margin is defined as (a) revenue less Adjusted Cost of Revenue (which is cost of revenue excluding stock-based compensation expense) divided by (b) revenue. We present Adjusted Gross Margin because management believes it is helpful in highlighting trends in our operating results as it excludes stock-based compensation expense, which is a non-cash expense.

Adjusted Sales and Marketing Expenses is defined as sales and marketing expenses excluding stock-based compensation expense. We present Adjusted Sales and Marketing Expenses because management believes it is helpful in highlighting trends in our expense management as it excludes stock-based compensation expense, which is a non-cash expense.

Adjusted Operations and Support Expenses is defined as operations and support expenses excluding stock-based compensation expense. We present Adjusted Operations and Support Expenses because management believes it is helpful in highlighting trends in our expense management as it excludes stock-based compensation expense, which is a non-cash expense.

Adjusted General and Administrative Expenses is defined as general and administrative expenses excluding stock-based compensation expense, acquisition-related costs, indirect tax contingency costs, litigation reserves and other costs and expenses that we do not consider to be representative of the ongoing financial performance of our core business. We present Adjusted General and Administrative Expenses because management believes it is helpful in highlighting trends in our expense management as it excludes certain items, such as stock-based compensation expense, which are non-cash or whose fluctuations from period-to-period do not necessarily correspond to changes in the operating results of our business.

STUBHUB HOLDINGS, INC.
RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES
(In thousands, except percentages)
(Unaudited)
Adjusted EBITDA
		Three Months Ended September 30,								Nine Months Ended September 30,
		2026				2025				2026				2025
Net income (loss)		$	33,569			$	(1,294,609	)		$	96,221			$	(1,370,621	)
Add (deduct):
Interest income			(9,161	)			(12,912	)			(31,923	)			(31,579	)
Interest expense			21,502				35,360				60,970				121,665
Benefit for income taxes			(2,219	)			(106,240	)			(7,425	)			(132,328	)
Other income, net			—				(4,904	)			—				(4,552	)
Foreign currency (gains) losses			(2,460	)			1,133				(26,914	)			86,303
Gains on derivatives			(760	)			(1,471	)			(7,050	)			(637	)
Depreciation and amortization			8,703				6,411				26,411				19,167
Loss on extinguishment of debt			1,804				15,454				3,681				15,454
Acquisition-related costs(1)			—				—				—				250
Stock-based compensation expense(2)			42,542				1,405,248				142,556				1,412,779
Indirect tax contingency costs(3)			11,465				12,992				17,938				34,938
Litigation reserves(4)			19,016				7,000				26,887				7,000
Other costs and expenses(5)			75				4,031				466				11,942
Adjusted EBITDA		$	124,076			$	67,493			$	301,818			$	169,781
Revenue		$	501,953			$	468,113			$	1,521,066			$	1,296,015
Net income (loss) as a percentage of revenue			7	%			(277	)%			6	%			(106	)%
Adjusted EBITDA as a percentage of revenue			25	%			14	%			20	%			13	%

1.		During the nine months ended September 30, 2025, we incurred $0.3 million of transaction and integration costs. We do not consider these costs to be representative of the ongoing financial performance of our core business, and we do not expect these costs to be significant going forward.
2.		During the three months ended September 30, 2026 and 2025, we recognized $42.5 million and $1,405.2 million of stock-based compensation expense, net of $13.3 million and $28.2 million capitalized for internally developed software, associated with RSUs, stock options and restricted stock, respectively. During the nine months ended September 30, 2026 and 2025, we recognized $142.6 million and $1,412.8 million of stock-based compensation expense, net of $47.8 million and $28.3 million capitalized for internally developed software, associated with RSUs, stock options and restricted stock, respectively.
3.		During the three months ended September 30, 2026 and 2025, we incurred $4.5 million and $12.8 million of expenses, respectively, associated with potential indirect tax contingencies for withholding obligations and $7.0 million and $0.2 million of professional service costs, respectively. During the nine months ended September 30, 2026 and 2025, we incurred $10.5 million and $33.7 million of expenses, respectively, associated with potential indirect tax contingencies for withholding obligations and $7.4 million and $1.3 million of professional service costs, respectively.
4.		During the three months ended September 30, 2026 and 2025, we incurred $19.0 million and $7.0 million, respectively, and during the nine months ended September 30, 2026 and 2025, we incurred $26.9 million and $7.0 million, respectively, for expenses due to a litigation-related loss contingency for specific matters for which we deemed loss to be probable as described in Note 12, “Commitments and Contingencies” to our interim condensed consolidated financial statements.
5.		Represents (a) a one-time expense related to our initial public offering of $0.1 million and $4.0 million for the three months ended September 30, 2026 and 2025, respectively, and $0.5 million and $4.0 million for the nine months ended September 30, 2026 and 2025, respectively, (b) a one-time expense to terminate an intellectual property rights licensing agreement of $7.7 million for the nine months ended September 30, 2025 and (c) personnel-related costs related to our customer service office closure of $0.2 million for the nine months ended September 30, 2025. We do not consider these expenses to be representative of the ongoing financial performance of our core business.

Free Cash Flow

		Three Months Ended September 30,								Nine Months Ended September 30,
		2026				2025				2026				2025
		(in thousands)
Net cash (used in) provided by operating activities(1)		$	(398,778	)		$	3,795			$	221,497			$	181,436
Less: Capitalized software development costs			(11,048	)			(7,767	)			(30,462	)			(22,842	)
Less: Purchases of property and equipment			(45	)			(372	)			(630	)			(1,170	)
Less: Purchases of intangible assets			(227	)			(256	)			(271	)			(1,198	)
Free cash flow		$	(410,098	)		$	(4,600	)		$	190,134			$	156,226
TTM free cash flow(2)		$	192,097			$	5,601

1.		Includes $20.2 million and $39.6 million of interest payments on our outstanding debt, net of cash received on the settlement of interest rate swap derivatives, for the three months ended September 30, 2026 and 2025, respectively, and $64.5 million and $115.0 million for the nine months ended September 30, 2026 and 2025, respectively.
2.		Seasonal trends in our GMS and the timing of major events throughout the year, including the 2026 World Cup, impact free cash flow for any given quarter and can vary year to year. Trailing 12-month (“TTM”) free cash flow provides a longer-term view of our business that is less impacted by the seasonality of GMS and seller payments.

Reconciliation of Cost of Revenue to Adjusted Cost of Revenue

		Three Months Ended September 30,								Nine Months Ended September 30,
		2026				2025				2026				2025
		(in thousands)
Cost of revenue		$	73,546			$	100,514			$	243,953			$	238,102
Add (deduct):
Stock-based compensation expense			(659	)			(23,356	)			(3,773	)			(23,356	)
Adjusted cost of revenue		$	72,887			$	77,158			$	240,180			$	214,746

Reconciliation of Operations and Support Expenses to Adjusted Operations and Support Expenses

		Three Months Ended September 30,								Nine Months Ended September 30,
		2026				2025				2026				2025
		(in thousands)
Operations and support		$	15,117			$	22,508			$	48,853			$	48,634
Add (deduct):
Stock-based compensation expense			(74	)			(5,938	)			(533	)			(5,938	)
Adjusted operations and support		$	15,043			$	16,570			$	48,320			$	42,696

Reconciliation of Sales and Marketing Expenses to Adjusted Sales and Marketing Expenses

		Three Months Ended September 30,								Nine Months Ended September 30,
		2026				2025				2026				2025
		(in thousands)
Sales and marketing		$	228,158			$	281,136			$	728,152			$	735,246
Add (deduct):
Stock-based compensation expense			(2,460	)			(26,462	)			(9,869	)			(26,462	)
Adjusted sales and marketing		$	225,698			$	254,674			$	718,283			$	708,784

Reconciliation of General and Administrative Expenses to Adjusted General and Administrative Expenses

		Three Months Ended September 30,								Nine Months Ended September 30,
		2026				2025				2026				2025
		(in thousands)
General and administrative		$	134,154			$	1,425,733			$	386,137			$	1,571,161
Add (deduct):
Stock-based compensation expense			(39,349	)			(1,349,492	)			(128,381	)			(1,357,023	)
Litigation reserves			(19,016	)			(7,000	)			(26,887	)			(7,000	)
Indirect tax contingency costs			(11,465	)			(12,992	)			(17,938	)			(34,938	)
Acquisition-related costs			—				—				—				(250	)
Other costs and expenses			(75	)			(4,031	)			(466	)			(11,942	)
Adjusted general and administrative		$	64,249			$	52,218			$	212,465			$	160,008

Reconciliation of Adjusted Gross Margin

		Three Months Ended September 30,								Nine Months Ended September 30,
		2026				2025				2026				2025
		(in thousands)
Revenue		$	501,953			$	468,113			$	1,521,066			$	1,296,015
Cost of revenue			73,546				100,514				243,953				238,102
Stock-based compensation expense			(659	)			(23,356	)			(3,773	)			(23,356	)
Adjusted cost of revenue			72,887				77,158				240,180				214,746
Adjusted gross margin		$	429,066			$	390,955			$	1,280,886			$	1,081,269
Adjusted gross margin as a percentage of revenue			85	%			84	%			84	%			83	%

Reconciliation of Net Income (Loss) to TTM Adjusted EBITDA

		Three Months Ended
		September 30, 2026				June 30, 2026				March 31, 2026				December 31, 2025				September 30, 2025				June 30, 2025				March 31, 2025				December 31, 2024
		(in thousands)
Net income (loss)		$	33,569			$	14,607			$	48,045			$	(535,313	)		$	(1,294,609	)		$	(53,829	)		$	(22,183	)		$	54,190
Add (deduct):
Interest income			(9,161	)			(12,236	)			(10,526	)			(10,833	)			(12,912	)			(10,365	)			(8,302	)			(9,832	)
Interest expense			21,502				22,200				17,268				18,370				35,360				43,868				42,437				45,209
(Benefit) provision for income taxes			(2,219	)			(2,375	)			(2,831	)			492,922				(106,240	)			(17,594	)			(8,494	)			30,469
Other (income) expense, net			—				—				—				—				(4,904	)			352				—				—
Foreign currency (gains) losses			(2,460	)			(3,864	)			(20,590	)			3,361				1,133				61,125				24,045				(46,458	)
(Gains) losses on derivatives			(760	)			(753	)			(5,537	)			776				(1,471	)			1,499				(665	)			(721	)
Depreciation and amortization			8,703				9,815				7,893				6,437				6,411				6,412				6,344				6,393
Acquisition-related costs			—				—				—				—				—				125				125				125
Loss on extinguishment of debt			1,804				1,877				—				3,038				15,454				—				—				—
Stock-based compensation expense			42,542				69,008				31,006				34,889				1,405,248				2,037				5,494				3,381
Indirect tax contingency costs			11,465				3,888				2,585				18,566				12,992				12,981				8,965				14,094
Litigation reserves			19,016				3,378				4,493				30,080				7,000				—				—				5,727
Other costs and expenses			75				113				278				362				4,031				7,731				180				1,789
Adjusted EBITDA		$	124,076			$	105,658			$	72,084			$	62,655			$	67,493			$	54,342			$	47,946			$	104,366
TTM Adjusted EBITDA		$	364,473			$	307,890			$	256,574			$	232,436			$	274,147

Reconciliation of Net Cash (Used in) Provided by Operating Activities to TTM Free Cash Flow

		Three Months Ended
		September 30, 2026				June 30, 2026				March 31, 2026				December 31, 2025				September 30, 2025				June 30, 2025				March 31, 2025				December 31, 2024
		(in thousands)
Net cash (used in) provided by operating activities		$	(398,778	)		$	321,859			$	298,416			$	11,133			$	3,795			$	19,320			$	158,321			$	(149,448	)
Less: Capitalized software development costs			(11,048	)			(11,785	)			(7,629	)			(8,690	)			(7,767	)			(8,846	)			(6,229	)			(521	)
Less: Purchases of property and equipment			(45	)			(416	)			(169	)			(223	)			(372	)			(291	)			(507	)			(340	)
Less: Purchases of intangible assets			(227	)			—				(44	)			(257	)			(256	)			(467	)			(475	)			(316	)
Free cash flow		$	(410,098	)		$	309,658			$	290,574			$	1,963			$	(4,600	)		$	9,716			$	151,110			$	(150,625	)
TTM cash flow provided by operations		$	232,630			$	635,203			$	332,664			$	192,569			$	31,988
TTM free cash flow		$	192,097			$	597,595			$	297,653			$	158,189			$	5,601
Net interest payment(1)		$	20,165			$	21,735			$	22,603			$	24,496			$	39,629
Change in payments due to buyers and sellers(2)		$	(446,613	)		$	198,842			$	273,649			$	(24,662	)		$	(29,555	)

1.		Includes interest payments on our outstanding debt, net of cash received on the settlement of interest rate swap derivatives.
2.		Includes change in payments due to buyers and sellers as noted in the condensed consolidated statements of cash flows.

Reconciliation of Net Leverage

		September 30,				December 31,
		2026				2025
		(in thousands, except percentages)
2024 Euro Term Loan		$	513,816			$	531,041
2024 USD Term Loan			804,187				1,004,187
Principal amount—senior credit facilities			1,318,003				1,535,228
Add (deduct):
Cash and cash equivalents			(1,167,227	)			(1,241,587	)
Payments due to sellers(1)			750,685				747,363
Net Debt		$	901,461			$	1,041,004
TTM Adjusted EBITDA		$	364,473			$	232,436
Net Leverage		2.5 x				4.5 x

1.

Reported within payments due to buyers and sellers in notes to the condensed consolidated financial statements.

 

View source version on businesswire.com: https://www.businesswire.com/news/home/20261110166598/en/

Investors:

[email protected]

Media:

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KEYWORDS: New York United States North America

INDUSTRY KEYWORDS: Software General Sports Sports Theatre Technology Events/Concerts Arts/Museums Entertainment

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Posted on November 10, 2026 5:41 pm

Vivmark Residential Calls Series K Cumulative Redeemable Preferred Shares for Redemption

Vivmark Residential Calls Series K Cumulative Redeemable Preferred Shares for Redemption

ARLINGTON, Va. & CHICAGO–(BUSINESS WIRE)–
Vivmark Residential (NYSE: VMRK) (the “Company”) today announced that it has called for redemption, on December 10, 2026 (the “Redemption Date”), all of its outstanding Series K Cumulative Redeemable Preferred Shares of Beneficial Interest (the “Series K Preferred Shares”). The Series K Preferred Shares will be redeemed at a redemption price equal to their $50.00 per share liquidation preference, plus $0.806 per share in accrued and unpaid dividends from October 1, 2026 through the Redemption Date, for a total redemption price of $50.806 per share (the “Redemption Price”). As of the close of business on November 9, 2026, there were 343,100 Series K Preferred Shares outstanding with an aggregate liquidation preference of $17.155 million. From and after the Redemption Date, dividends on the Series K Preferred Shares will cease to accrue, the Series K Preferred Shares shall no longer be deemed outstanding and all rights of the holders of Series K Preferred Shares with respect to such shares will terminate, except the right to receive the Redemption Price, without interest.

A notice of redemption and related materials will be mailed to holders of record of the Series K Preferred Shares no later than November 16, 2026. Holders of the Series K Preferred Shares that hold their shares through The Depository Trust Company (“DTC”) will be redeemed in accordance with the applicable procedures of DTC. Questions relating to the notice of redemption and related materials should be directed to Computershare Trust Company, N.A., the Company’s transfer agent and the paying agent for the redemption of the Series K Preferred Shares (the “Paying Agent”), at 1-800-733-5001. The address of the Paying Agent is Computershare Trust Company, N.A., P.O. Box 43006, Providence, RI 02940-3006.

About Vivmark Residential

Vivmark Residential (NYSE: VMRK), a S&P 500 company, sets the mark for what home can be, and our vision is to be the most trusted and best-performing rental housing company in America, one that only gets better as it grows. Our people, scale and capabilities create a self-reinforcing performance cycle that is designed to deliver structurally higher growth. With more than 185,000 apartment homes across premier U.S. markets and $4.4 billion of active development, Vivmark is redefining what rental housing can be. For more details, please visit www.VivmarkResidential.com.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. These statements, among other things, are based on current expectations, estimates and projections about the industry and markets in which Vivmark Residential (“Vivmark,” “we,” “us” or “our”) (f/k/a Equity Residential) operates, as well as beliefs and assumptions of Vivmark. Words such as “anticipate,” “become,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “outlook,” “plan,” “potential,” “possible,” “predict,” “project,” “target,” “seek,” “shall,” “should,” “will,” or “would,” including variations of such words and similar expressions, are intended to identify forward-looking statements. All statements that address operating performance, events or developments that Vivmark expects or anticipates will occur in the future are forward-looking statements, including statements relating to the anticipated synergies, cost savings and other benefits of the Merger (as defined below), integration plans, projected dividends, development net operating income, accretion and value creation, multifamily market conditions, development, redevelopment, acquisition or disposition activity, general conditions in the geographic areas where Vivmark operates and Vivmark’s debt, capital structure and financial position. Such forward-looking statements are based on the current expectations of our management, are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other factors that are difficult to predict and may cause the actual results to differ materially from future results expressed or implied by such forward-looking statements.

Important factors, risks and uncertainties that could cause actual results to differ materially from such plans, estimates or expectations include but are not limited to: the inability to realize the anticipated benefits of the merger (the “Merger”) between AvalonBay Communities, Inc. (“AvalonBay”) and Equity Residential (which Merger formed Vivmark), including as a result of an integration of the two businesses that is unsuccessful or that is more difficult, time-consuming or costly than expected; unknown or inestimable liabilities that arise as a result of the Merger; potential litigation relating to the Merger that could be instituted against Vivmark or its trustees or officers; the risk that disruptions related to post-Merger integration and other efforts will harm Vivmark’s business; increased costs of labor and construction material; potential failure to secure development opportunities due to an inability to reach agreements with third parties to obtain land at attractive prices or to obtain desired zoning and other local approvals; abandonment or deferment of development opportunities for a number of reasons, including changes in local market conditions, increases in costs of development, increases in the cost of capital or lack of capital availability, resulting in losses; construction costs of a community may exceed original estimates; inability to complete construction and lease-up of communities under development or redevelopment on schedule, resulting in increased interest costs and construction costs and a decrease in expected rental revenues; occupancy rates and market rents being adversely affected by competition and local economic and market conditions which are beyond our control; geopolitical conditions and instability, and international trade disputes, including any related tariffs, which may lead to rising inflation, adverse impacts to supply chains, and disruption of, or lack of access to, the capital markets, as well as potential volatility in Vivmark’s share price; our cash flows from operations and access to cost-effective capital potentially being insufficient for the development of our pipeline, which could limit our pursuit of opportunities; our cash flows potentially being insufficient to meet required payments of principal and interest, and inability to refinance existing indebtedness or the terms of such refinancing may not be as favorable as the terms of existing indebtedness; new or existing laws and regulations that adversely impact the markets in which we operate or our business, including those relating to rent control or rent stabilization, or that otherwise limit our ability to increase rents, charge non-rent fees or evict tenants, which may impact our revenue or increase our costs; risks related to our reliance on information technology systems, data and artificial intelligence or other automated tools, including cybersecurity incidents and other privacy or data security events, evolving regulation of the collection and use of resident data and of automated or algorithmic tools, and the failure of such systems or tools to perform as intended; and investments made under our structured investment program may not be repaid as expected or the development may not be completed on schedule, which could require us to engage in litigation, foreclosure actions, and/or first party project completion to recover our investment, which may not be recovered in full or at all in such event; and those risks and uncertainties set forth in Equity Residential’s and AvalonBay’s respective Annual Reports on Form 10-K for the year ended December 31, 2025 under the headings “Forward-Looking Statements” and “Risk Factors,” as such risk factors were amended, supplemented or superseded from time to time by subsequent reports filed by Equity Residential and AvalonBay, respectively, including those risks described under “Risk Factors” in the definitive joint proxy statement/prospectus of Equity Residential and AvalonBay, dated July 13, 2026, and which may be further amended, supplemented or superseded from time to time by Vivmark’s subsequent filings with the Securities and Exchange Commission (the “SEC”), in each case which are available via the SEC’s website at www.sec.gov.

These factors should not be construed as exhaustive and should be read in conjunction with the other forward-looking statements. Forward-looking statements relate only to events as of the date on which the statements are made. Vivmark does not undertake any obligation to publicly update or revise any forward-looking statement except as required by law, whether as a result of new information, future developments or otherwise. Vivmark cautions not to place undue reliance on any of Vivmark’s forward-looking statements. Furthermore, new risks and uncertainties arise from time to time, and it is impossible for us to predict those events or how they may affect Vivmark.

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Investor Contacts

Marty McKenna

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Matthew Grover, CFA

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KEYWORDS: Illinois Virginia United States North America

INDUSTRY KEYWORDS: Other Construction & Property Residential Building & Real Estate Commercial Building & Real Estate Construction & Property

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Posted on November 10, 2026 5:40 pm

Core & Main Announces Preliminary Third-Quarter Fiscal 2026 Results, Updated Fiscal 2026 Outlook, Multiple Acquisitions and Record Share Repurchases

Core & Main Announces Preliminary Third-Quarter Fiscal 2026 Results, Updated Fiscal 2026 Outlook, Multiple Acquisitions and Record Share Repurchases

• Preliminary third quarter net sales of $2.12 billion to $2.13 billion, net income of $128 million to $140 million and Adjusted EBITDA (Non-GAAP) of $267 million to $275 million

• Maintains fiscal 2026 net sales outlook and updates Adjusted EBITDA (Non-GAAP) outlook to $950 million to $960 million, from $950 million to $980 million

• Completes three acquisitions with over $250 million in combined annual revenue

• Repurchases a quarterly record $171 million of shares

ST. LOUIS–(BUSINESS WIRE)–Core & Main, Inc. (NYSE: CNM) (“Core & Main” or the “Company”), a leading specialty distributor dedicated to advancing reliable infrastructure with local service, nationwide, today announced, in advance of its participation at the 2026 Baird Global Industrial Conference, preliminary estimated financial results for the third quarter ended November 1, 2026, an updated fiscal 2026 outlook, its third consecutive quarter of record open-market share repurchases and the completion of three acquisitions. The Company expects to report full third quarter fiscal 2026 results on December 8, 2026.

Unaudited Preliminary Estimated Results for the Third Quarter Ended November 1, 2026

Set forth below are unaudited preliminary estimated financial results for the Company for the third quarter of fiscal 2026, based on information available as of the date of this press release. This summary is not a comprehensive statement of our financial results for the quarterly period. The amounts are preliminary estimates and are subject to revision based on completion of the Company’s quarter-end financial closing process, final review by management, the related external review of the Company’s results of operations and the preparation of full financial statements and related notes. While we expect that our final financial results for the third quarter of fiscal 2026, following the completion of our quarter-end financial closing procedures, will be within the ranges described above, our actual results may differ materially from these estimates as a result of the completion of such closing procedures as well as final adjustments and other developments that may arise between now and the time that our financial results for this quarterly period are finalized.

The preliminary financial information included in this news release has been prepared by, and is the responsibility of the Company. PricewaterhouseCoopers LLP, an independent registered public accounting firm and the Company’s auditor, has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the preliminary financial information. Accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto. The processes used to produce the preliminary financial information required a greater degree of estimation and assumptions than a typical period-end closing process. This preliminary information should not be considered a substitute for financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), and investors should not place undue reliance on it.

The preliminary estimates are not necessarily indicative of results for any future period or the full fiscal year and should be read together with the Company’s filings with the Securities and Exchange Commission. Except as required by law, the Company undertakes no obligation to update or revise the preliminary estimates.

	Three Months Ended
	November 1, 2026 (low end of the range)			November 1, 2026 (high end of the range)			November 2, 2025
	Dollars in millions, unaudited
Net sales	$	2,120		$	2,130		$	2,062
Net income	$	128		$	140		$	143
Adjusted EBITDA(1)	$	267		$	275		$	274
(1) Adjusted EBITDA is a non-GAAP financial measure. See “Non-GAAP Financial Measures” below for the definition and reconciliation to net income, the most directly comparable GAAP measure.

Preliminary Third Quarter Results and Updated Fiscal 2026 Outlook

In the third quarter, Core & Main delivered 3% sales growth amid a mixed demand environment. Preliminary Adjusted EBITDA (Non-GAAP) was affected by higher transportation costs and investments in greenfields to drive long-term growth. Based on these preliminary results and current expectations for the remainder of the fiscal year, the Company maintains its fiscal 2026 net sales outlook of $7.8 billion to $7.9 billion and now expects fiscal 2026 Adjusted EBITDA (Non-GAAP) of $950 million to $960 million. The updated outlook continues to reflect stable municipal demand along with contributions from completed acquisitions, partially offset by softer-than-anticipated residential lot development and light commercial activity.

“We continue to execute our strategy across multiple avenues for growth, strengthening our platform through acquisitions in storm drainage, fusible HDPE and smart utility solutions and completing another record quarter of open market share repurchases,” said Mark Witkowski, Chief Executive Officer of Core & Main. “We also continue to invest organically in our business, opening a record eight greenfield locations year to date. We remain confident in our strategy and focused on the opportunities ahead as we continue to position Core & Main for long-term growth and value creation.”

Acquisitions and Share Repurchases

Core & Main completed the following acquisitions, representing over $250 million in combined annual revenue:

• In September, Core & Main acquired Southwest Stormwater Solutions, which operates from one location in Phoenix, Arizona. Southwest Stormwater Solutions is a provider of proprietary underground stormwater vault systems for municipalities, contractors and civil engineers,

• In October, Core & Main acquired Gajeske, LLC (“Gajeske”), based in Houston, Texas. Gajeske is a leading distributor of fusible HDPE pipe and fittings with deep technical expertise, providing fabrication, equipment rental and other value-added services from eight locations across Texas and Oklahoma; and

• In November, Core & Main acquired KTI Limited and KTI Utility Services (collectively, “KTI”), based in Toronto, Canada. KTI is a distributor and utility solutions provider, offering comprehensive, turnkey meter and AMI solutions, including installation and related field services from seven locations across Ontario and Alberta.

In addition, Core & Main repurchased a record $171 million of shares in the open market during the third quarter of fiscal 2026, bringing year-to-date repurchases to approximately $428 million, with approximately $240 million remaining under its current share repurchase authorization.

Non-GAAP Financial Measures

In addition to providing results that are determined in accordance with GAAP, the Company presents Adjusted EBITDA, which is a non-GAAP financial measure. This measure is not considered a measure of financial performance or liquidity under GAAP, and the items excluded therefrom are significant components in understanding and assessing the Company’s financial performance or liquidity. This measure should not be considered in isolation or as alternatives to GAAP measures such as net income, cash provided by or used in operating, investing or financing activities or other financial statement data presented in the Company’s financial statements as an indicator of the Company’s financial performance or liquidity.

The Company defines EBITDA as net income adjusted for depreciation and amortization, provision for income taxes and interest expense. The Company defines Adjusted EBITDA as EBITDA as further adjusted for certain items management believes are not reflective of the underlying operations of the Company’s business, including but not limited to (a) loss on debt modification and extinguishment, (b) equity-based compensation, (c) expenses associated with the initial public offering and subsequent secondary offerings and (d) other income or other expense. Net income attributable to Core & Main, Inc. is the most directly comparable GAAP measure to Adjusted EBITDA.

The Company uses Adjusted EBITDA to assess the operating results and effectiveness and efficiency of its business. The Company presents this non-GAAP financial measure because it believes that investors consider it to be an important supplemental measure of performance, and it believes that this measure is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in its industry. Non-GAAP financial measures as reported by the Company may not be comparable to similarly titled metrics reported by other companies and may not be calculated in the same manner. These measures have limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of the Company’s results as reported under GAAP. For example, Adjusted EBITDA:

• does not reflect the significant interest expense or the cash requirements necessary to service interest or principal payments on debt;

• does not reflect income tax expenses, the cash requirements to pay taxes or related distributions;

• does not reflect cash requirements to replace in the future any assets being depreciated and amortized; and

• excludes certain transactions or expenses as allowed by the various agreements governing our indebtedness.

Adjusted EBITDA is not an alternative measure of financial performance or liquidity under GAAP and therefore should be considered in conjunction with net income and other performance measures such as gross profit or net cash provided by or used in operating, investing or financing activities and not as alternatives to such GAAP measures. In evaluating Adjusted EBITDA, you should be aware that, in the future, the Company may incur expenses similar to those eliminated in this presentation.

The following table sets forth a reconciliation of net income to Adjusted EBITDA for the periods presented.

	Three Months Ended
	November 1, 2026 (low end of the range)			November 1, 2026 (high end of the range)			November 2, 2025
	Dollars in millions, unaudited
Net income	$	128		$	140		$	143
Depreciation and amortization(1)		46			46			47
Provision for income taxes		42			38			47
Interest expense		39			39			30
EBITDA	$	255		$	263		$	267
Equity-based compensation		3			3			4
Other expenses(2)		9			9			3
Adjusted EBITDA	$	267		$	275		$	274

(1)		Includes depreciation of certain assets which are reflected in “cost of sales” in our Statement of Operations.
(2)		Represents expenses associated with acquisition and other activities, including transaction costs, contingent consideration arrangement fair value adjustments, post-acquisition employee retention bonuses, severance payments and expense recognition of purchase accounting fair value adjustments (excluding amortization).

No reconciliation of the estimated range for Adjusted EBITDA for fiscal 2026 is included herein because we are unable to quantify certain amounts that would be required to be included in net income attributable to Core & Main, Inc., without unreasonable efforts due to the high variability and difficulty to predict certain items excluded from Adjusted EBITDA. Consequently, we believe such reconciliation would imply a degree of precision that would be misleading to investors. In particular, the effects of acquisition expenses cannot be reasonably predicted in light of the inherent difficulty in quantifying such items on a forward-looking basis. We expect the variability of these excluded items may have an unpredictable, and potentially significant, impact on our future GAAP financial results.

About Core & Main

Based in St. Louis, Core & Main is a leader in advancing reliable infrastructure® with local service, nationwide®. As a specialty distributor with a focus on water, wastewater, storm drainage and fire protection products and related services, Core & Main provides solutions to municipalities, private water companies and professional contractors across municipal, non-residential and residential end markets in the United States and Canada. With more than 370 locations, the Company provides its customers local expertise backed by a national supply chain. Core & Main’s 5,600 associates are committed to helping their communities thrive with safe and reliable infrastructure. Visit coreandmain.com to learn more.

Cautionary Note Regarding Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, without limitation, all statements other than statements of historical or current facts contained in this press release, including statements relating to our intentions, beliefs, assumptions or current expectations concerning, among other things, our future results of operations and financial position, business strategy and plans and objectives of management for future operations, including, among others, statements regarding expected growth, future capital expenditures, capital allocation and debt service obligations, and the anticipated impact on our business.

Some of the forward-looking statements can be identified by the use of forward-looking terms such as “believes,” “expects,” “may,” “will,” “shall,” “should,” “would,” “could,” “seeks,” “aims,” “projects,” “is optimistic,” “intends,” “plans,” “estimates,” “anticipates” or the negative versions of these words or other comparable terms. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be outside our control. We caution you that forward-looking statements are not guarantees of future performance or outcomes and that actual performance and outcomes, including, without limitation, our actual results of operations, financial condition and liquidity, and the development of the market in which we operate, may differ materially from those made in or suggested by the forward-looking statements contained in this press release. In addition, even if our results of operations, financial condition, cash flows and the development of the market in which we operate are consistent with the forward-looking statements contained in this press release, those results or developments may not be indicative of results or developments in subsequent periods. A number of important factors, including, without limitation, the risks and uncertainties discussed under the captions “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended February 1, 2026 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended February 1, 2026, could cause actual results and outcomes to differ materially from those reflected in the forward-looking statements. Furthermore, new risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this press release.

Factors that could cause actual results and outcomes to differ from those reflected in forward-looking statements include, without limitation, declines, volatility and cyclicality in the U.S. residential and non-residential construction markets; slowdowns in municipal infrastructure spending and delays in appropriations of federal funds; our ability to competitively bid for contracts; price fluctuations in our product costs (including effects of tariffs); our ability to manage our inventory effectively, including during periods of supply chain disruptions; risks involved with acquisitions and other strategic transactions, including our ability to identify, acquire, close or integrate acquisition targets successfully; the fragmented and highly competitive markets in which we compete and consolidation within our industry; the development of alternatives to distributors of our products in the supply chain; our ability to hire, engage and retain key personnel, including sales representatives, qualified branch, district and regional managers and senior management; our ability to identify, develop and maintain relationships with a sufficient number of qualified suppliers and the potential that our exclusive or limited supplier distribution rights are terminated; changes in supplier rebates or other terms of our supplier agreements; the availability of freight; the ability of our customers to make payments on credit sales; our ability to identify and introduce new products and product lines effectively; the spread of, and response to, public health crises and the inability to predict the ultimate impact on us; costs and potential liabilities or obligations imposed by environmental, health and safety laws and requirements; regulatory change and the costs of compliance with regulation; changes in stakeholder expectations in respect of environmental, social and governance and sustainability practices; exposure to product liability, construction defect and warranty claims and other litigation and legal proceedings; potential harm to our brand or reputation; difficulties with or interruptions of our fabrication services; safety and labor risks associated with the distribution of our products; interruptions in the proper functioning of our and our third-party service providers’ information technology systems, including from cybersecurity threats; impairment in the carrying value of goodwill, intangible assets or other long-lived assets; our ability to continue our customer relationships with short-term contracts; risks associated with operating internationally, including exporting and importing of certain products; our indebtedness and the potential that we may incur additional indebtedness that might restrict our operating flexibility; the limitations and restrictions in the agreements governing our indebtedness, the Amended and Restated Limited Partnership Agreement of Core & Main Holdings, LP, as amended, and the Tax Receivable Agreements (each as defined in our Annual Report on Form 10-K for the fiscal year ended February 1, 2026); increases in interest rates on our variable rate indebtedness; changes in our credit ratings and outlook; our ability to generate the significant amount of cash needed to service our indebtedness; our organizational structure, including our payment obligations under the Tax Receivable Agreements, which may be significant; our ability to sustain an active, liquid trading market for our Class A common stock; and risks related to other factors discussed under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended February 1, 2026.

Additional information concerning these and other factors can be found in our filings with the Securities and Exchange Commission. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date made and, except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.

View source version on businesswire.com: https://www.businesswire.com/news/home/20261110575365/en/

Investor Relations:

Landon Althoff, 314-372-0264

[email protected]

Media Relations:

Patrick Lunsford, 314-789-0726

[email protected]

KEYWORDS: Missouri United States North America

INDUSTRY KEYWORDS: Engineering Other Energy Manufacturing Residential Building & Real Estate Energy Commercial Building & Real Estate Construction & Property Transport Building Systems Other Natural Resources Natural Resources Urban Planning Other Manufacturing Logistics/Supply Chain Management

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