8-K

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

Date of Report (Date of earliest event reported): September 18, 2025

STUBHUB HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-42846

20-2082924

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

175 Greenwich Street, 59^th Floor,

New York, New York 10007

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (888) 977-5364

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

The 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 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 18, 2025, StubHub Holdings, Inc. (the “Company”) filed its amended and restated certificate of incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware, and its amended and restated bylaws (the “Bylaws”) became effective, in connection with the closing of the initial public offering of shares of the Company’s Class A common stock, par value $0.001 per share (the “Class A Common Stock”). As described in the final prospectus, dated September 16, 2025 (the “Prospectus”), relating to the Registration Statement on Form S-1 (File No. 333-286000), as amended, filed with the Securities and Exchange Commission on September 17, 2025, pursuant to Rule 424(b) under the Securities Act of 1933, as amended, the Company’s board of directors and stockholders previously approved the amendment and restatement of these documents to be effective immediately prior to closing of the Company’s initial public offering. A description of certain provisions of the Certificate of Incorporation and the Bylaws is set forth in the section titled “Description of Capital Stock” in the Prospectus.

The foregoing description of the Certificate of Incorporation and the Bylaws is qualified in its entirety by reference to (1) the Certificate of Incorporation filed as Exhibit 3.1 hereto and (2) the Bylaws filed as Exhibit 3.2 hereto, each of which is incorporated herein by reference.

Item 8.01

Other Events.

On September 18, 2025, the Company completed its initial public offering of 34,042,553 shares of Class A Common Stock at a price to the public of $23.50 per share. The gross proceeds to the Company from the initial public offering were approximately $800.0 million, before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.

Item 9.01

Financial Statements and Exhibits.

(d) The following exhibits are being filed herewith:


Exhibit No.		Description

3.1		Amended and Restated Certificate of Incorporation of StubHub Holdings, Inc.

3.2		Amended and Restated Bylaws of StubHub Holdings, Inc.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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


	STUBHUB HOLDINGS, INC.

Date: September 18, 2025	By:	/s/ Mark Streams
		Mark Streams
		Executive Vice Chairman and Chief Legal Officer

SEC Form 8-K filed by StubHub Holdings Inc.