StubHub appoints Andrew Raab to board vacancy

StubHub Holdings, Inc. appointed Andrew Raab to fill an existing board vacancy, effective October 16, 2026.

Rhea-AI Filing Summary

StubHub Holdings, Inc. appointed Andrew Raab to fill an existing board vacancy, effective October 16, 2026. His term expires at the company’s 2027 annual meeting, and he is not expected to serve on a board committee. Raab is co-founder of FPR Partners and will receive compensation under StubHub’s non-employee director compensation program.

Raab purchased 2,000 Series O redeemable preferred shares at $1,000 per share on August 15, 2025, for approximately $2.0 million in gross proceeds; they automatically converted into 93,617 Class A common shares on March 17, 2026. Under a consulting agreement effective March 27, 2026, he will provide advisory and consulting services for three years and received restricted stock units with an aggregate grant-date fair value of $200,000.

Filing Explained

The filing adds that half of Andrew Raab’s consulting RSU award vested on March 27, 2026; the remaining units vest on each quarterly anniversary, starting July 1, 2026.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Series O redeemable preferred shares purchased: 2,000 shares Purchase price per preferred share: $1,000 per share Gross proceeds: Approximately $2.0 million +5 more

8 metrics

Series O redeemable preferred shares purchased 2,000 shares Purchased August 15, 2025

Purchase price per preferred share $1,000 per share Series O redeemable preferred stock purchase on August 15, 2025

Gross proceeds Approximately $2.0 million Series O redeemable preferred stock purchase on August 15, 2025

Class A common shares received on conversion 93,617 shares Automatic conversion on March 17, 2026

Consulting agreement term Three years Effective March 27, 2026

RSU aggregate grant-date fair value $200,000 Granted under the consulting agreement on March 27, 2026

Initial RSU vesting 50% of total RSUs Vested on March 27, 2026

Quarterly RSU vesting installment 1/24 of total RSUs On each quarterly anniversary beginning July 1, 2026

Key Terms

Series O redeemable preferred stock, restricted stock units, grant date fair value

3 terms

Series O redeemable preferred stock financial

"2,000 shares of Series O redeemable preferred stock"

restricted stock units financial

"granted restricted stock units (“RSUs”)"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

grant date fair value financial

"aggregate grant date fair value of $200,000"

The grant date fair value is the estimated dollar worth of a stock-based award (such as stock options or restricted shares) at the exact moment it is given to an employee or contractor. Investors care because companies use that value to record compensation expenses and to show how much potential ownership and earnings dilution those awards could create—think of it as the price tag placed on a gift card when it is handed over so the company can report the cost now.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How do Andrew Raab’s STUB consulting RSUs vest?

On March 27, 2026, 50% of the RSUs vested; 1/24 of the total number vests on each quarterly anniversary beginning July 1, 2026.

When does Andrew Raab’s STUB board term end?

His term as a director expires at StubHub’s 2027 annual meeting. He is not expected to serve on a board committee.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/20/2026 - 08:01 AM EDT Accepted by SEC EDGAR 10/20/2026 - 08:00 AM EDT Learn about SEC filing dates

false 0001337634 0001337634 2026-10-16 2026-10-16

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

October 16, 2026

Date of Report (date of earliest event reported)

STUBHUB HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-42846		20-2082924
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

175 Greenwich Street, 59th Floor,

New York, New York 10007

(Address of principal executive offices and zip code)

(888) 977-5364

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Class A common stock, par value $0.001 per share		STUB		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 16, 2026, the Board of Directors (the “Board”) of StubHub Holdings, Inc. (the “Company”) appointed Andrew Raab to fill an existing vacancy and serve as a director on the Board, effective immediately, with a term expiring at the Company’s 2027 annual meeting of stockholders. Mr. Raab is not expected to serve on any committee of the Board.

Mr. Raab brings to the Board extensive capital markets and investment experience, including a long track record of partnering with management teams to deliver long term value to shareholders. Mr. Raab is Co-Founder of the investment firm FPR Partners. Prior to co-founding the firm in 2003, Mr. Raab was a Principal at Hellman and Friedman, an Associate at Bain Capital and an Analyst at Donaldson, Lufkin and Jenrette. Mr. Raab received an MBA from the Stanford Graduate School of Business after graduating magna cum laude with a BA in Political Science and Economics from the University of Michigan.

Mr. Raab will receive compensation in accordance with the Company’s non-employee director compensation program, which is filed as Exhibit 10.12 to the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission (the “SEC”) on March 5, 2026 (the “Annual Report”), and summarized in the Company’s proxy statement for the annual meeting of stockholders held on June 23, 2026, as filed with the SEC on April 30, 2026. The Company will also enter into its standard indemnification agreement with Mr. Raab, the form of which is filed as Exhibit 10.9 to the Annual Report.

There are no arrangements or understandings between Mr. Raab and any other person pursuant to which Mr. Raab was selected as a director. There are no transactions involving the Company and Mr. Raab (or any immediate family member) that would be required to be reported under Item 404(a) of Regulation S-K, other than as described herein. On August 15, 2025, the Company entered into a Series O redeemable preferred stock purchase agreement with Mr. Raab pursuant to which Mr. Raab purchased 2,000 shares of Series O redeemable preferred stock at a purchase price of $1,000 per share for gross proceeds of approximately $2.0 million. On March 17, 2026, the Series O redeemable preferred stock automatically converted into 93,617 shares of Class A common stock. In addition, on March 27, 2026 (the “Effective Date”), the Company entered into a consulting agreement with Mr. Raab pursuant to which Mr. Raab will provide advisory and consulting services to the Company for a term of three years. As compensation for these services, on the Effective Date, Mr. Raab was granted restricted stock units (“RSUs”) with an aggregate grant date fair value of $200,000, which vested on the Effective Date with respect to 50% of the total number of RSUs granted and vests as to 1/24th of the total number of RSUs granted on each quarterly anniversary beginning on July 1, 2026. The foregoing description of the consulting agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the consulting agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Consulting Agreement between the Company and Andrew Raab, dated March 27, 2026
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				STUBHUB HOLDINGS, INC.
Date: October 20, 2026				By:		/s/ Mark Streams
						Mark Streams
						Executive Vice Chairman and Chief Legal Officer

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 35.8 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB