StubHub (NYSE: STUB) founder Eric Baker shifts shares among trusts

Rhea-AI Filing Summary

StubHub Holdings, Inc. insider Eric H. Baker, the founder, chairman, chief executive officer and a director and 10% owner, reported internal movements of Class B Common Stock tied to family trusts. On January 12, 2026, Form 4 data shows two transactions coded "G" involving 621,673 Class B shares each, held indirectly by family trusts at a reported price of $0 per share.

A footnote explains this represents a distribution by one family trust to another family trust for no consideration, rather than an open‑market trade. The Class B stock automatically converts into Class A Common Stock on specified events and has no expiration date. Following these transactions, Baker is shown as indirectly beneficial owner of 2,462,764 derivative securities through family trusts and directly holding 22,287,236 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^*

Baker Eric Howard

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
01/12/2026

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

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
Class B Common Stock	(1)	01/12/2026		G(2)			621,673	(1)	(1)	Class A Common Stock	621,673	$0	2,462,764(3)	I	Held by family trusts
Class B Common Stock	(1)	01/12/2026		G(2)	V	621,673		(1)	(1)	Class A Common Stock	621,673	$0	2,462,764(3)	I	Held by family trusts
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	22,287,236		22,287,236(3)	D

Explanation of Responses:

1. The Class B Common Stock will automatically convert into one share of Class A common stock of the Issuer (i) at the option of the holder, (ii) on the date and time specified by the affirmative vote of the holders of a majority of the outstanding shares of Class B common stock and (iii) upon any transfer of Class B common stock, except with respect to certain permitted transfers. The Class B common stock has no expiration date.

2. Represents a distribution by one family trust to another family trust for no consideration.

3. Reflects a transfer of 218,556 shares of Class B Common Stock to the Reporting Person, which was exempt from reporting pursuant to Rule 16a-13.

Remarks:

Founder, Chairman and Chief Executive Officer

	/s/ Elizabeth Lynch, as Attorney-in-Fact for Eric H. Baker	01/14/2026
	** 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.
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FAQ

What did StubHub (STUB) disclose in this Form 4 for Eric H. Baker?

The Form 4 reports that Eric H. Baker, founder, chairman, chief executive officer, director and 10% owner of StubHub Holdings, Inc., had internal transfers of Class B Common Stock involving family trusts on January 12, 2026, rather than open‑market trades.

How many StubHub Class B shares were transferred between family trusts?

The filing lists two transactions coded "G" for 621,673 shares of Class B Common Stock each, held indirectly by family trusts. A footnote states this represents a distribution by one family trust to another family trust for no consideration.

Were the StubHub (STUB) family trust transfers reported as sales for cash?

No. The transactions are reported with a price of $0 per share and are described in a footnote as a distribution by one family trust to another family trust for no consideration, indicating an internal reallocation rather than a cash sale.

How many StubHub shares does Eric H. Baker beneficially own after these transactions?

After the reported transactions, Baker is shown as indirectly beneficially owning 2,462,764 derivative securities related to Class B Common Stock through family trusts and directly holding 22,287,236 shares of Class A Common Stock.

What is the relationship between StubHub Class B and Class A Common Stock?

A footnote explains that each share of Class B Common Stock will automatically convert into one share of Class A Common Stock at the option of the holder, upon a majority vote of Class B holders, or upon any transfer of Class B shares (with certain permitted transfer exceptions). The Class B stock has no expiration date.

How is the StubHub Class B stock held in relation to Eric H. Baker?

The derivative positions tied to Class B Common Stock are reported as indirectly owned with the nature of ownership described as “Held by family trusts”, indicating they are held through family trust entities associated with Baker.