StubHub (STUB) officer sells stock under 10b5-1 plan

Rhea-AI Filing Summary

StubHub Holdings Principal Accounting Officer Scott Michael Fitzgerald reported stock transactions involving Class A Common Stock. He sold 28,387 shares in an open-market transaction at a weighted average price of $7.6636 per share, with individual sale prices ranging from $7.37 to $8.09. These sales were made under a pre-arranged Rule 10b5-1 trading plan adopted on December 10, 2025. On a separate date, 1,900 shares were withheld by the company at $7.93 per share to cover his tax withholding obligations, which was not a market sale. After these transactions, he directly holds 77,961 shares.

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

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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).

X

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)
03/10/2026

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	03/10/2026		F		1,900(1)	D	$7.93	106,348	D
Class A Common Stock	03/11/2026		S		28,387(2)	D	$7.6636(3)	77,961	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.

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

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.37 to $8.09. 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.

	/s/ Elizabeth Lynch, as Attorney-in-Fact for Scott M. Fitzgerald	03/12/2026
	** 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).
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.

FAQ

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

StubHub’s Principal Accounting Officer, Scott Michael Fitzgerald, reported selling 28,387 Class A shares at a weighted average of $7.6636. Separately, 1,900 shares were withheld by the company at $7.93 per share to satisfy his tax withholding obligations, which was not a market sale.

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

After the reported transactions, Scott Michael Fitzgerald directly holds 77,961 shares of StubHub Class A Common Stock. This figure reflects the impact of both the open-market sale of 28,387 shares and the 1,900 shares withheld by the company for tax withholding obligations.

At what prices were Scott Michael Fitzgerald’s StubHub (STUB) shares sold and withheld?

The 28,387 StubHub shares were sold at a weighted average price of $7.6636, with individual trades between $7.37 and $8.09. The 1,900 shares withheld to cover tax obligations were valued at $7.93 per share, reflecting the share price used to satisfy his tax liability.

Was Scott Michael Fitzgerald’s sale of StubHub (STUB) shares made under a Rule 10b5-1 plan?

Yes. The filing states that the sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted on December 10, 2025. Such plans are pre-arranged trading programs that schedule share sales in advance, reducing the importance of short-term timing decisions.

Does the 1,900-share disposition in StubHub (STUB) represent a market sale?

No. The 1,900 shares were withheld by the company to satisfy Scott Michael Fitzgerald’s tax withholding obligations. The filing explicitly notes this was not a market sale, but a tax-withholding disposition where shares are delivered to cover required tax payments.

What type of security did Scott Michael Fitzgerald trade in the StubHub (STUB) Form 4?

All reported transactions involved StubHub Class A Common Stock, categorized as non-derivative securities. There were no option exercises or other derivative transactions disclosed, and the derivative summary in the filing is empty, indicating no remaining derivative positions reported in this Form 4.