Was the StubHub (STUB) insider share sale under a Rule 10b5-1 plan?

Yes. The Form 4 states the 1,613-share sale by Scott Michael Fitzgerald was executed under a Rule 10b5-1 trading plan adopted on December 10, 2025, indicating the trades were pre-arranged rather than discretionary market-timed transactions.

StubHub Holdings (STUB) PAO receives major RSU grants, sells 1,613 shares

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

StubHub Holdings principal accounting officer Scott Michael Fitzgerald reported a mix of equity awards and a small share sale. On May 11, 2026, he received two grants of Class A common stock via restricted stock units, one for 97,717 RSUs that vested in full on the grant date and another for 92,453 RSUs, of which 15,353 RSUs vested immediately and the remainder will vest in scheduled monthly installments through late 2026. That same day, he sold 1,613 shares at a weighted average price of $7.5721 per share under a pre-arranged Rule 10b5-1 trading plan. Following the reported sale, he directly holds 93,445 shares of StubHub Class A common stock.

Insider Trade Summary 10b5-1

Net Seller: 1,613 shares ($12,214)

Net Sell 3 txns

Insider Fitzgerald Scott Michael

Role Principal Accounting Officer

Sold 1,613 shs ($12K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	1,613	$7.5721	$12K
Grant/Award	Class A Common Stock	92,453	$0.00	--
Grant/Award	Class A Common Stock	97,717	$0.00	--

Holdings After Transaction: Class A Common Stock — 93,445 shares (Direct, null)

Footnotes (1)

The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted on December 10, 2025. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.52 to $7.68. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. Represents an award of restricted stock units ("RSUs"), which vested in full upon the grant date. Represents an award of RSUs, of which 15,353 RSUs vested upon the grant date. Approximately 75% of the remaining RSUs will vest in four substantially equal monthly installments beginning on June 1, 2026 and approximately 25% of the remaining RSUs will vest in three substantially equal monthly installments beginning on October 1, 2026. Each RSU represents a contingent right to receive one share of Issuer Class A common stock.

Key Figures

Fully vested RSU award: 97,717 RSUs Staggered RSU award: 92,453 RSUs Immediate vesting portion: 15,353 RSUs +3 more

6 metrics

Fully vested RSU award 97,717 RSUs Award vested in full on May 11, 2026

Staggered RSU award 92,453 RSUs Portion vests immediately, remainder monthly through late 2026

Immediate vesting portion 15,353 RSUs Vested upon grant from the 92,453 RSU award

Shares sold 1,613 shares Class A common stock sale on May 11, 2026

Weighted average sale price $7.5721 per share Trades ranged from $7.52 to $7.68

Shares held after sale 93,445 shares Direct holdings of Class A common stock post-transaction

Key Terms

Rule 10b5-1 trading plan, restricted stock units ("RSUs"), weighted average price, Class A common stock, +1 more

5 terms

Rule 10b5-1 trading plan regulatory

"The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted on December 10, 2025."

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

restricted stock units ("RSUs") financial

"Represents an award of restricted stock units ("RSUs"), which vested in full upon the grant date."

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

weighted average price financial

"The price reported in Column 4 is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

Class A common stock financial

"security_title": "Class A Common Stock""

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

vesting financial

"Approximately 75% of the remaining RSUs will vest in four substantially equal monthly installments beginning on June 1, 2026"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

Form 4 Insider Transactions: What Each Field Means →

05/13/2026 - 06:30 PM

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

10007

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/11/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	05/11/2026		S		1,613⁽¹⁾	D	$7.5721⁽²⁾	93,445	D
Class A Common Stock	05/11/2026		A		92,453⁽³⁾	A	$0	185,898	D
Class A Common Stock	05/11/2026		A		97,717⁽⁴⁾	A	$0	283,615	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted on December 10, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.52 to $7.68. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. Represents an award of restricted stock units ("RSUs"), which vested in full upon the grant date.

4. Represents an award of RSUs, of which 15,353 RSUs vested upon the grant date. Approximately 75% of the remaining RSUs will vest in four substantially equal monthly installments beginning on June 1, 2026 and approximately 25% of the remaining RSUs will vest in three substantially equal monthly installments beginning on October 1, 2026. Each RSU represents a contingent right to receive one share of Issuer Class A common stock.

	/s/ Mark Streams, as Attorney-in-Fact for Scott M. Fitzgerald	05/13/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

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

StubHub reported that principal accounting officer Scott Michael Fitzgerald received two large RSU-based stock awards and sold 1,613 shares of Class A common stock. The transactions occurred on May 11, 2026 and were detailed in a Form 4 insider filing.

How many StubHub (STUB) shares did Scott Michael Fitzgerald sell and at what price?

Scott Michael Fitzgerald sold 1,613 StubHub Class A shares at a weighted average price of $7.5721. The sale occurred in multiple trades between $7.52 and $7.68 per share as part of the May 11, 2026 Form 4 activity.

What RSU awards did StubHub (STUB) grant to Scott Michael Fitzgerald?

He received two RSU-based awards linked to StubHub Class A common stock, one covering 97,717 RSUs that vested fully at grant and another for 92,453 RSUs. A portion vested immediately, with the rest vesting in scheduled monthly installments through late 2026.

How many StubHub (STUB) shares does Scott Michael Fitzgerald hold after these transactions?

After the reported May 11, 2026 sale of 1,613 shares, Scott Michael Fitzgerald directly holds 93,445 shares of StubHub Class A common stock. This figure reflects his position immediately following the open-market transaction disclosed in the Form 4.

What is the vesting schedule for Scott Michael Fitzgerald’s new StubHub (STUB) RSUs?

Of the 92,453 RSUs granted, 15,353 vested at grant. About 75% of the remaining RSUs vest in four equal monthly installments starting June 1, 2026, and about 25% in three equal installments starting October 1, 2026, each delivering one share per RSU.