StubHub Holdings (STUB) officer has 1,898 shares withheld to cover taxes

Rhea-AI Filing Summary

StubHub Holdings, Inc. Principal Accounting Officer Scott Michael Fitzgerald reported a tax-related share disposition. On 02/10/2026, the company withheld 1,898 shares of Class A Common Stock at $10.42 per share to cover his tax withholding obligations, which the filing notes was not a market sale. After this transaction, he directly beneficially owned 108,248 shares of Class A Common Stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Fitzgerald Scott Michael

(Last) (First) (Middle)

C/O STUBHUB HOLDINGS, INC.

175 GREENWICH STREET, 59TH FLOOR

(Street)

NEW YORK NY 10007

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
StubHub Holdings, Inc. [ STUB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Principal Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	02/10/2026		F		1,898(1)	D	$10.42	108,248	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. These shares were withheld by the Company to satisfy the reporting person's tax withholding obligations. Not a market sale.

	/s/ Elizabeth Lynch, as Attorney-in-Fact for Scott M. Fitzgerald	02/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did StubHub Holdings (STUB) report for Scott Michael Fitzgerald?

StubHub Holdings reported that Principal Accounting Officer Scott Michael Fitzgerald had 1,898 Class A Common shares withheld on 02/10/2026. The company used these shares to satisfy his tax withholding obligations related to equity, and it was explicitly labeled not a market sale.

Was the StubHub Holdings (STUB) Form 4 transaction a market sale of shares?

No, the Form 4 states the 1,898 withheld shares were used to cover Scott Michael Fitzgerald’s tax withholding obligations. The filing explicitly clarifies this was not a market sale, distinguishing it from an open-market disposition of StubHub Holdings Class A Common Stock.

How many StubHub Holdings (STUB) shares were involved in the tax withholding transaction?

The transaction involved 1,898 shares of StubHub Holdings Class A Common Stock at a price of $10.42 per share. These shares were withheld by the company to cover Scott Michael Fitzgerald’s tax obligations arising from equity compensation, rather than sold on the open market.

How many StubHub Holdings (STUB) shares does Scott Michael Fitzgerald own after the Form 4 transaction?

Following the reported tax withholding transaction, Scott Michael Fitzgerald directly beneficially owned 108,248 shares of StubHub Holdings Class A Common Stock. This figure reflects his holdings after 1,898 shares were withheld by the company to satisfy tax withholding requirements on 02/10/2026.

What does transaction code "F" mean in the StubHub Holdings (STUB) Form 4?

Transaction code “F” on the Form 4 indicates a disposition of shares to pay an exercise price or tax liability. In this case, 1,898 StubHub Holdings Class A Common shares were withheld by the company to cover Scott Michael Fitzgerald’s tax withholding obligations, not sold in the market.

What role does Scott Michael Fitzgerald hold at StubHub Holdings (STUB)?

Scott Michael Fitzgerald is identified as an officer of StubHub Holdings, serving as Principal Accounting Officer. The Form 4 notes he is not a director or 10% owner, and the reported transaction relates to his equity compensation and associated tax withholding.