StubHub Holdings, Inc. (Form: S-8, Received: 09/17/2025 06:03:55)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

As filed with the Securities and Exchange Commission on September 16, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

STUBHUB HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

20-2082924

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

175 Greenwich Street. 59^th Floor

New York, New York 10007

(Address of Principal Executive Offices)

2012 Restricted Stock Unit Plan

2015 Stock Option Plan

Amended and Restated 2022 Omnibus Incentive Plan

2025 Employee Stock Purchase Plan

(Full Title of the Plans)

Eric H. Baker

Founder and Chief Executive Officer

StubHub Holdings, Inc.

175 Greenwich Street, 59^th Floor

New York, New York 10007

(888) 977-5364

(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Michael Benjamin

Tad J. Freese

Alison A. Haggerty

Adam J. Gelardi

Latham & Watkins LLP

1271 Avenue of the Americas

New York, New York 10020

(212) 906-1200

Connie James

Chief Financial Officer

Mark Streams

Chief Legal Officer

StubHub Holdings, Inc.

175 Greenwich Street, 59^th Floor

New York, New York 10007

(888) 977-5364

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

Proposed sales to take place as soon after the effective date of the registration statement as awards granted under the above-named plans are granted, exercised and/or distributed.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information called for in Part I of Form S-8 to be contained in the Section 10(a) prospectus is not being filed with or included in this Registration Statement (by incorporation by reference or otherwise) in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”). The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the equity benefit plans covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by StubHub Holdings, Inc. (the “Registrant”) with the SEC are incorporated by reference into this Registration Statement:


(a)		Amendment No. 3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-286000), filed with the SEC on September 8, 2025, which contains the Registrant’s audited financial statements for the latest fiscal year for which such statements have been filed; and

(b)		The description of the Registrant’s Class A common stock set forth in its Registration Statement on Form 8-A (File No. 001-42846), filed by the Registrant with the SEC under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on September 12, 2025, including any amendments or reports filed for the purpose of updating such description.

In addition, all documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which de-registers all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents, except as to specific sections of such statements as set forth therein. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement contained herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Under no circumstances shall any information furnished under Item 2.02 or 7.01 of Form 8-K be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.

Item 4. Description of Securities.

See the description of the Registrant’s Class A common stock set forth in the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-286000).

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

As permitted by Section 102 of the Delaware General Corporation Law, the Registrant expects to adopt provisions in its amended and restated certificate of incorporation and amended and restated bylaws, which will become effective immediately prior to the completion of the Registrant’s initial public offering, that limit or eliminate the personal liability of its directors and officers for a breach of their fiduciary duty of care as a director or officer. The duty of care generally requires that, when acting on behalf of the corporation, directors and officers exercise an informed business judgment based on all material information reasonably available to them. Consequently, a director or officer will not be personally liable to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, except for liability for:

•

any breach of the director’s or officer’s duty of loyalty to the Registrant or its stockholders;

•

any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

•

any act related to unlawful stock repurchases, redemptions or other distributions or payment of dividends; or

•

any transaction from which the director or officer derived an improper personal benefit.

These limitations of liability do not affect the availability of equitable remedies such as injunctive relief or rescission. The Registrant’s amended and restated certificate of incorporation and amended and restated bylaws will also authorize the Registrant to indemnify its officers, directors and other agents to the fullest extent permitted under Delaware law.

As permitted by Section 145 of the Delaware General Corporation Law, the Registrant’s amended and restated bylaws will provide that:

•

the Registrant may indemnify its directors, officers and employees to the fullest extent permitted by the Delaware General Corporation Law, as amended, subject to limited exceptions;

•

the Registrant may advance expenses to its directors, officers and employees in connection with a legal proceeding to the fullest extent permitted by applicable law, subject to limited exceptions; and

•

the rights provided in its amended and restated bylaws are not exclusive.

The Registrant’s amended and restated certificate of incorporation and its amended and restated bylaws will provide for the indemnification provisions described above and elsewhere herein. The Registrant has entered or will enter into, and intends to continue to enter into, separate indemnification agreements with its directors and officers that may be broader than the specific indemnification provisions contained in the Delaware General Corporation Law. These indemnification agreements generally require the Registrant, among other things, to indemnify its officers and directors against certain liabilities that may arise by reason of their status or service as directors or officers, if the officer or director acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Registrant and, in the case of a criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful. These indemnification agreements also generally require the Registrant to advance any expenses incurred by the directors or officers as a result of any proceeding against them as to which they could be indemnified. These indemnification provisions and the indemnification agreements may be sufficiently broad to permit indemnification of the Registrant’s officers and directors for liabilities, including reimbursement of expenses incurred, arising under the Securities Act.

The Registrant has purchased and currently intends to maintain insurance on behalf of each and every person who is or was a director or officer of the Registrant against any loss arising from any claim asserted against him or her and incurred by him or her in any such capacity, subject to certain exclusions.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.


Exhibit		Incorporated by Reference				Filed
Number	Exhibit Description	Form	File No.	Exhibit	Filing Date	Herewith

3.1	Amended and Restated Certificate of Incorporation of the Registrant, as currently in effect	S-1/A	333-286000	3.1	September 8, 2025

3.2	Form of Amended and Restated Certificate of Incorporation of the Registrant, to be in effect immediately prior to the completion of the Registrant’s initial public offering	S-1	333-286000	3.2	March 21, 2025

3.3	Amended and Restated Bylaws of the Registrant, as currently in effect	S-1	333-286000	3.3	March 21, 2025

3.4	Form of Amended and Restated Bylaws of the Registrant, to be in effect immediately prior to the completion of the Registrant’s initial public offering	S-1	333-286000	3.4	March 21, 2025

4.1	Specimen Stock Certificate of the Registrant evidencing the shares of Class A common stock	S-1	333-286000	4.2	March 21, 2025

5.1	Opinion of Latham & Watkins LLP					X

23.1	Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm					X

23.2	Consent of Latham & Watkins LLP (included in Exhibit 5.1)					X

24.1	Power of Attorney (see signature page)					X

99.1	2012 Restricted Stock Unit Plan, as amended	S-1	333-286000	10.9	March 21, 2025

99.2	Form of Restricted Stock Unit Grant Notice and Agreement under 2012 Restricted Stock Unit Plan	S-1	333-286000	10.10	March 21, 2025

99.3	2015 Stock Option Plan	S-1	333-286000	10.11	March 21, 2025

99.4	Form of Stock Option Grant Notice under 2015 Stock Option Plan	S-1	333-286000	10.12	March 21, 2025

99.5	Amended and Restated 2022 Omnibus Incentive Plan	S-1/A	333-286000	10.13	September 8, 2025

99.6	Form of Stock Option Grant Notice and Agreement under Amended and Restated 2022 Omnibus Incentive Plan	S-1/A	333-286000	10.14	September 8, 2025

99.7	Form of Restricted Stock Unit Grant Notice and Agreement under Amended and Restated 2022 Omnibus Incentive Plan					X

99.8	2025 Employee Stock Purchase Plan	S-1/A	333-286000	10.16	September 8, 2025

107.1	Calculation of Filing Fee Table					X

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement,

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee” table in the effective Registration Statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if this Registration Statement is on Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement, relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(h) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on September 16, 2025.


STUBHUB HOLDINGS, INC.

By:		/s/ Eric H. Baker
Name: Eric H. Baker
Title: Founder and Chief Executive Officer

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of StubHub Holdings, Inc., hereby severally constitute and appoint Eric H. Baker and Connie James, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him and in his name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities held on the dates indicated.


Signature	Title	Date

/s/ Eric H. Baker Eric H. Baker	Founder, Chairman and Chief Executive Officer (Principal Executive Officer)	September 16, 2025

/s/ Connie James Connie James	Chief Financial Officer (Principal Financial Officer)	September 16, 2025

/s/ Scott Fitzgerald Scott Fitzgerald	Principal Accounting Officer	September 16, 2025

/s/ Mark Streams Mark Streams	Executive Vice Chairman, Chief Legal Officer and Director	September 16, 2025

/s/ Sameer Bhargava Sameer Bhargava	Director	September 16, 2025

/s/ Jeffrey Blackburn Jeffrey Blackburn	Director	September 16, 2025

/s/ Rajini Sundar Kodialam Rajini Sundar Kodialam	Director	September 16, 2025

/s/ Jeremy Levine Jeremy Levine	Director	September 16, 2025

/s/ Thomas A. Patterson Thomas A. Patterson	Director	September 16, 2025

Exhibit 5.1


	1271 Avenue of the Americas
	New York, New York 10020-1401
	Tel: +1.212.906.1200 Fax: +1.212.751.4864
	www.lw.com

	FIRM / AFFILIATE OFFICES
	Austin	Milan
	Beijing	Munich
	Boston	New York
	Brussels	Orange County
September 16, 2025	Chicago	Paris
	Dubai	Riyadh
	Düsseldorf	San Diego
	Frankfurt	San Francisco
	Hamburg	Seoul
	Hong Kong	Silicon Valley
StubHub Holdings, Inc.	Houston	Singapore
175 Greenwich Street, 59^th Floor	London	Tel Aviv
New York, New York 10007	Los Angeles	Tokyo
	Madrid	Washington, D.C.

Re: Registration Statement on Form S-8

To the addressee set forth above:

We have acted as special counsel to StubHub Holdings, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing by the Company on the date hereof with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S–8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), relating to the issuance of up to 102,277,704 shares of the Company’s Class A common stock, $0.001 par value per share (the “Shares”), which may be issued pursuant to the Company’s 2012 Restricted Stock Unit Plan (the “2012 Plan”), the 2015 Stock Option Plan (the “2015 Plan”), the Amended and Restated 2022 Omnibus Incentive Plan (the “2022 Plan”) and the 2025 Employee Stock Purchase Plan (the “ESPP” and, together with the 2012 Plan, the 2015 Plan and the 2022 Plan, the “Plans”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus, other than as expressly stated herein with respect to the issue of the Shares.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware, and we express no opinion with respect to any other laws.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers and have been issued by the Company for legal consideration of not less than par value in the circumstances contemplated by the Plans, assuming in each case that the individual issuances, grants or awards under the Plans are duly authorized by all necessary corporate action and duly issued, granted or awarded and exercised in accordance with the requirements of law and the applicable Plan (and the

September 16, 2025

Page 2

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agreements duly adopted thereunder and in accordance therewith),the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and non-assessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the General Corporation Law of the State of Delaware.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Sincerely,

/s/ Latham & Watkins LLP

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of StubHub Holdings, Inc. of our report dated February 20, 2025, except for the effects of the stock split discussed in Note 2 to the consolidated financial statements, as to which the date is September 8, 2025, relating to the financial statements, which appears in Amendment No. 3 to the Registration Statement on Form S-1 (No. 333-286000) of StubHub Holdings, Inc.

/s/ PricewaterhouseCoopers LLP

San Jose, California

September 16, 2025

Exhibit 99.7

STUBHUB HOLDINGS, INC.

RESTRICTED STOCK UNIT GRANT NOTICE

(AMENDED AND RESTATED 2022 OMNIBUS INCENTIVE PLAN)

StubHub Holdings, Inc., (the “Company”), pursuant to the Company’s Amended and Restated 2022 Omnibus Incentive Plan (the “Plan”), hereby awards to the individual set forth below the number of restricted stock units (“RSUs”) set forth below (the “Award”). The Award constitutes an Other Stock-Based Award under the Plan, and will be evidenced by a Restricted Stock Unit Award Agreement (the “Agreement”). The Award is subject to all of the terms and conditions as set forth in this Restricted Stock Unit Grant Notice (the “Grant Notice”) and in the Agreement and the Plan, each of which is attached to this Grant Notice and incorporated by reference into this Grant Notice in its entirety. In the event of any conflict between the Agreement or Grant Notice and the Plan, the Plan shall control. Capitalized terms not explicitly defined in this Grant Notice or in the Agreement but defined in the Plan will have the same definitions as in the Plan.


Participant:
Number of RSUs:
Date of Grant:
Vesting Commencement Date:

Vesting Schedule:

The Award shall vest [•] during the [•]-[month]/[year] period commencing as of the Vesting Commencement Date in substantially equal installments during such period, subject to Participant’s continuous Service with the Company or an Affiliate from the Date of Grant through each such vesting date (each such date, a “Vesting Date”). For clarity, except as otherwise determined by the Committee or Administrator, if Participant’s Service terminates for any reason, no additional RSUs will vest on or after the date of such termination of Service.

Additional Terms/Acknowledgements: Participant acknowledges receipt of, and understands and agrees to, this Grant Notice and the Agreement. Participant and the Company hereby acknowledge and agree that this Grant Notice, the Agreement and the Plan contain the entire agreement and understanding between Participant and the Company with respect to the grant of the RSUs contemplated hereunder and the shares of Common Stock underlying the Award, and supersedes, replaces and makes null and void all prior understandings, agreements or representations, whether oral and written, between Participant and the Company with respect to the grant of the RSUs contemplated hereunder and the shares of Common Stock underlying the Award, provided, that any accelerated vesting provisions in any agreement between Participant and the Company or any plan, policy or other arrangement maintained by the Company that is applicable to Participant shall not be superseded by this Grant Notice or the Plan and shall continue to apply to the extent provided, and on the terms and conditions set forth, therein. For the avoidance of doubt, this Grant Notice and the Agreement shall not supersede or replace any agreements between Participant and the Company with respect to prior grants of equity awards.


STUBHUB HOLDINGS, INC.						PARTICIPANT

By:						By:

Name:						Name:

Title:						Title:

Date:						Date:

ATTACHMENTS: Restricted Stock Unit Award Agreement, A&R 2022 Omnibus Incentive Plan

STUBHUB HOLDINGS, INC.

RESTRICTED STOCK UNIT AWARD AGREEMENT

(AMENDED AND RESTATED 2022 OMNIBUS INCENTIVE PLAN)

Pursuant to the Restricted Stock Unit Grant Notice (the “Grant Notice”) and this Restricted Stock Unit Award Agreement (the “Agreement”), StubHub Holdings, Inc. (the “Company”) has awarded you, in consideration of your services, the number of restricted stock units (“RSUs”) indicated in the Grant Notice (the “Award”) under the Company’s Amended and Restated 2022 Omnibus Incentive Plan (the “Plan”). The Award is granted to you effective as of the date of grant set forth in the Grant Notice (the “Date of Grant”). Capitalized terms not explicitly defined in this Agreement or in the Grant Notice but defined in the Plan will have the same definitions as in the Plan.

1. GRANT OF THE AWARD. The Award constitutes an Other Stock-Based Award under the Plan. Each RSU represents your right to receive on a future date one share of Common Stock for each RSU that vests.

2. RSUS AND SHARES OF COMMON STOCK.

(a) The RSUs and the number of shares of Common Stock underlying the RSUs may be adjusted from time to time as described in Section 9 of the Plan.

(b) Any additional RSUs and any shares of Common Stock, cash or other property that become subject to the Award pursuant to this Section 2 will be subject, in a manner that the Committee or Administrator determines, to the same forfeiture restrictions, restrictions on transferability, and time and manner of delivery as applicable to the RSUs and shares of Common Stock underlying the RSUs.

(c) No fractional shares of Common Stock, fractional RSUs or rights for fractional shares of Common Stock will be created pursuant to this Section 2. The Committee or Administrator will, in its discretion, determine an equivalent benefit for any fractional RSUs or fractional shares of Common Stock that might be created by the adjustments referred to in this Section 2.

3. VESTING; FORFEITURE.

(a) The RSUs shall vest in accordance with the vesting schedule set forth in the Grant Notice; provided, that in the event of a Change in Control, the Committee or Administrator may take one or more of the actions set forth in Section 9(c) of the Plan. Except as otherwise determined by the Committee or Administrator, the failure to satisfy the vesting requirements set forth in the Grant Notice shall result in the forfeiture and termination of the RSUs for no consideration therefor.

(b) Except as otherwise determined by the Committee or Administrator, the vesting of the RSUs will cease as of the date that your Service terminates for any reason, and, except as otherwise determined by the Committee or Administrator, any RSUs that have not vested in accordance with the vesting schedule set forth in your Grant Notice will terminate and be forfeited back to the Company for no consideration therefor on such date of termination.

4. DATE OF DELIVERY OR ISSUANCE.

(a) The issuance of shares of Common Stock in respect of the RSUs is intended be exempt from the requirements of Section 409A of the Code under the “short-term deferral exemption”, such that the issuance of shares of Common Stock will not trigger the additional tax imposed under Section 409A of the Code, and the Plan and this Agreement will be construed and administered in such a manner. However, the Company does not guarantee such tax treatment and shall not be liable to any party should any tax liability or penalty be incurred by reason of the application of Code Section 409A.

(b) Subject to the provisions of this Agreement and the Plan, the Company will issue to you one share of Common Stock for each RSU that becomes vested in accordance with the vesting schedule set forth in the Grant Notice (and has not otherwise been terminated or forfeited) as soon as reasonably practicable following the Vesting Date and, in any event, prior to March 15 of the calendar year following the calendar year during which the Vesting Date occurs.

5. SECURITIES LAW COMPLIANCE. The Company shall not be required to issue any Common Stock underlying the RSUs or other shares with respect to your RSUs unless either (a) the shares are registered under the Securities Act, or (b) the Company has determined that the issuance would be exempt from the registration requirements of the Securities Act. The Award must also comply with other applicable laws and regulations governing the Award, and you will not be issued shares of Common Stock underlying your RSUs if the Company determines that such receipt would not be in compliance with such laws and regulations.

6. DIVIDENDS. You will receive no benefit or adjustment to your RSUs with respect to any cash dividend, stock dividend, or other distribution, except for any adjustments permitted under Section 9 of the Plan.

7. RESTRICTIVE LEGENDS. The Common Stock issued with respect to the RSUs will be endorsed with appropriate legends determined by the Company.

8. TRANSFER RESTRICTIONS. Prior to the time that shares of Common Stock have been issued to you, you may not transfer, pledge, sell or otherwise dispose of all or any portion of the RSUs or the shares of Common Stock underlying the RSUs. You may not use the RSUs or shares of Common Stock underlying the RSUs as security for a loan, nor may you transfer, pledge, sell or otherwise dispose of such shares.

9. AWARD NOT A SERVICE CONTRACT. Your Service is not for any specified term and may be terminated by you or by the Company or an Affiliate at any time, for any reason, with or without cause and with or without notice. Nothing in this Agreement (including, without limitation, the vesting of your RSUs or the issuance of the shares of Common Stock subject to your RSUs), the Plan or any covenant of good faith and fair dealing that may be found implicit in this Agreement or the Plan will: (a) confer upon you any right to continue in the employ or service of, or affiliation with, the Company or an Affiliate; (b) constitute any promise or commitment by the Company or an Affiliate regarding the fact or nature of future positions, future work assignments, future compensation or any other term or condition of employment or affiliation; (c) confer any right or benefit under this Agreement or the Plan unless such right or benefit has specifically accrued under the terms of this Agreement or Plan; or (d) deprive the Company of the right to terminate you at-will and without regard to any future vesting opportunity that you may have.

10. UNSECURED OBLIGATION. The Award is unfunded, and even as to any RSUs that vest, you will be considered an unsecured creditor of the Company with respect to the Company’s obligation, if any, to issue Common Stock pursuant to this Agreement. You will not have voting or any other rights as a stockholder of the Company with respect to any RSUs, and with respect to the Common Stock underlying the RSUs, until Common Stock is issued pursuant to Section 4 of this Agreement. Upon such issuance, you will obtain full voting and other rights as a stockholder of the Company with respect to the Common Stock so issued. Nothing contained in this Agreement, and no action taken pursuant to its provisions, will create or be construed to create a trust of any kind or a fiduciary relationship between you and the Company or any other person.

11. WITHHOLDING OBLIGATIONS.

(a) On or before the time the shares of Common Stock underlying the RSUs are issued to you, or at any time thereafter as requested by the Company in accordance with applicable tax laws, you agree to make adequate provision for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or any Affiliate that arise in connection with the Award (the “Withholding Taxes”). Specifically, the Company or an Affiliate may, in its sole discretion, satisfy all or any portion of the Withholding Taxes relating to the Award by any of the following means or by a combination of such means: (i) withholding from any compensation otherwise payable to you by the Company or an Affiliate; (ii) causing you to tender a cash payment; (iii) permitting or requiring you to enter into, or entering into on your behalf, a “same day sale” commitment with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby you, or the Company on your behalf, irrevocably elect(s) to sell a portion of the shares of Common Stock to be delivered in connection with your RSUs to satisfy the Withholding Taxes and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Taxes directly to the Company or its Affiliates; or (iv) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to you in connection with your RSUs with a Fair Market Value (measured as of the date shares of Common Stock are issued to you) equal to the amount of such Withholding Taxes; provided, however, that, in respect of subclause (iv) above, the number of such shares of Common Stock so withheld will not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the maximum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes.

(b) Unless the tax withholding obligations of the Company and any Affiliate are satisfied, the Company will have no obligation to deliver to you any Common Stock.

(c) In the event the Company’s obligation to withhold arises prior to the issuance to you of Common Stock or it is determined after the issuance of Common Stock to you that the amount of the Company’s withholding obligation was greater than the amount withheld by the Company, you agree to indemnify and hold the Company harmless from any failure by the Company to withhold the proper amount.

12. TERMINATION OF RSUS. The Company, in its sole discretion, may terminate all or any portion of the RSUs (including the vested portion of any RSUs that have not been settled in accordance with Section 4 hereof) in the event that the Company determines, in its sole discretion, that you have breached any of your obligations under any confidentiality, non-disclosure, non-compete, non-solicit, non-disparagement or proprietary rights agreement or policy entered into between you and the Company or an Affiliate or Subsidiary.

13. NOTICES. Any notices provided for in this Agreement or the Plan will be given in writing (including electronically) and will be deemed effectively given upon receipt or, in the case of notices delivered by the Company to you, five (5) days after deposit in the U.S. mail, postage prepaid, addressed to you at the last address you provided to the Company. The Company may, in its sole discretion, decide to deliver any documents related to participation in the Plan and the Award by electronic means or to request your consent to participate in the Plan by electronic means. By accepting the Award, you consent to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

14. AMENDMENT. Except as set forth in Section 15 of the Plan, this Agreement may be amended only by a writing executed by the Company and you that specifically states that it is amending this Agreement. Notwithstanding the foregoing, this Agreement may be amended solely by the Company by a writing that specifically states that it is amending this Agreement, so long as a copy of such amendment is delivered to you, and provided that no such amendment adversely affecting in any material respect your rights hereunder may be made without your written consent. Without limiting the foregoing, the Company reserves the right to change, by written notice to you, the provisions of this Agreement in any way it may deem necessary, appropriate or desirable to carry out the purpose of the grant as a result of any change in applicable laws or regulations or any future law, regulation, ruling, or judicial decision.

15. MISCELLANEOUS.

(a) The rights and obligations of the Company under the Award will be transferable by the Company to any one or more persons or entities, and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by the Company’s successors and assigns.

(b) You agree upon request to execute any further documents or instruments necessary, appropriate or desirable in the sole determination of the Company to carry out the purposes or intent of the Award.

(c) You acknowledge and agree that you have reviewed the Award in its entirety, have had an opportunity to obtain the advice of counsel prior to executing and accepting the Award and fully understand all of the provisions of the Award.

(d) This Agreement will be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

(e) All obligations of the Company under the Plan and this Agreement will be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

16. NO OBLIGATION TO MINIMIZE TAXES. The Company has no duty or obligation to minimize the tax consequences to you of this Award and will not be liable to you for any adverse tax consequences to you arising in connection with this Award. You are hereby advised to consult with your own personal tax, financial and/or legal advisors regarding the tax consequences of this Award and by signing the Grant Notice, you have agreed that you have done so or knowingly and voluntarily declined to do so.

17. GOVERNING PLAN DOCUMENT. The Award is subject to the Plan, the provisions of which are hereby made a part of the Award, and is further subject to all interpretations, amendments, rules and regulations that may from time to time be promulgated and adopted pursuant to the Plan. Except as expressly provided in this Agreement, in the event of any conflict between the provisions of the Award and those of the Plan, the provisions of the Plan will control. The Committee and Administrator will have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation, and application of the Plan as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee and Administrator will be final and binding upon you, the Company, and all other interested persons. No member of the Committee or Administrator will be personally liable for any action, determination, or interpretation made in good faith with respect to the Plan or this Agreement.

18. EFFECT ON OTHER EMPLOYEE BENEFIT PLANS. The value of the Award subject to this Agreement will not be included as compensation, earnings, salaries, or other similar terms used when calculating benefits under any employee benefit plan (other than the Plan) sponsored by the Company or any Affiliate except as such plan otherwise expressly provides. The Company reserves its rights to amend, modify, or terminate any or all of the employee benefit plans of the Company or any Affiliate.

19. SEVERABILITY. If all or any part of this Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of this Agreement or the Plan not declared to be unlawful or invalid. Any Section of this Agreement (or part of such a Section) so declared to be unlawful or invalid will, if possible, be construed in a manner that will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid.

* * * * *

This Restricted Stock Unit Award Agreement will be deemed to be signed by the Company and you upon the signing by you of the Restricted Stock Unit Grant Notice to which it is attached.

Calculation of Filing Fee Tables
S-8
StubHub Holdings, Inc.

Table 1: Newly Registered Securities

	Security Type	Security Class Title	Fee Calculation Rule	Amount Registered	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
1	Equity	Class A Common Stock issuable upon vesting and settlement of outstanding restricted stock units under the 2012 Restricted Stock Unit Plan (as amended, the "2012 Plan")	Other	3,096,895	$ 23.50	$ 72,777,032.50	0.0001531	$ 11,142.16
2	Equity	Class A Common Stock issuable upon the exercise of outstanding stock options under the 2015 Stock Option Plan (the "2015 Plan")	Other	15,265,568	$ 5.60	$ 85,487,180.80	0.0001531	$ 13,088.09
3	Equity	Class A Common Stock issuable upon vesting and settlement of outstanding restricted stock units under the Registrant's Amended and Restated 2022 Omnibus Incentive Plan (the "2022 Plan")	Other	33,325,674	$ 23.50	$ 783,153,339.00	0.0001531	$ 119,900.78
4	Equity	Class A Common Stock reserved for issuance pursuant to awards under the 2022 Plan	Other	46,060,565	$ 23.50	$ 1,082,423,277.50	0.0001531	$ 165,719.00
5	Equity	Class A Common Stock reserved for issuance pursuant to the Registrant's 2025 Employee Stock Purchase Plan (the "ESPP")	Other	4,529,002	$ 23.50	$ 106,431,547.00	0.0001531	$ 16,294.67
Total Offering Amounts:						$ 2,130,272,376.80		$ 326,144.70
Total Fee Offsets:								$ 0.00
Net Fee Due:								$ 326,144.70

Offering Note

¹	(1) (a) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), this registration statement ("Registration Statement") shall also cover any additional shares of Class A common stock, par value $0.001 per share (the "Class A Common Stock") that become issuable under the above-named plans, by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of Class A Common Stock. (b) Represents shares of the Registrant's Class A Common Stock issuable upon the vesting and settlement of outstanding restricted stock unit awards granted under the 2012 Plan. (c) Pursuant to Rule 457(h) of the Securities Act, and solely for the purposes of calculating the amount of the registration fee, the proposed maximum offering price is based on the initial public offering price of the Class A Common Stock of $23.50 per share, as set forth in the Registrant's Registration Statement on Form S-1 (File No. 333-286000), as amended (the "S-1 Registration Statement"), that was declared effective on September 16, 2025.

²	(2) See note 1(a). (a) Represents shares of the Registrant's Class A Common Stock issuable upon the exercise of outstanding stock options granted under the 2015 Plan. (b) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) under the Securities Act. The proposed maximum offering price per share and the proposed maximum aggregate offering price are based on $5.60 per share, which is the weighted-average exercise price of the outstanding stock options granted under the 2015 Plan being registered.

³	(3) See note 1(a). (a) Represents shares of the Registrant's Class A Common Stock issuable upon the vesting and settlement of outstanding restricted stock unit awards granted under the 2022 Plan. (b) Pursuant to Rule 457(h) of the Securities Act, and solely for the purposes of calculating the amount of the registration fee, the proposed maximum offering price is based on the initial public offering price of the Class A Common Stock of $23.50 per share, as set forth in the S-1 Registration Statement that was declared effective on September 16, 2025.

⁴	(4) See note 1(a). (a) Represents shares of the Registrant's Class A Common Stock reserved for issuance under the 2022 Plan. The number of shares of Class A Common Stock available for issuance under the 2022 Plan will be annually increased beginning on and including January 1, 2026 and ending on and including January 1, 2035, equal to the lesser of (i) 5% of the aggregate number of shares of all classes of our common stock (on an as converted to Class A common stock basis) outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares of Class A Common Stock as determined by our board of directors. (b) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) under the Securities Act. The proposed maximum offering price per share and the proposed maximum aggregate offering price are based on the initial public offering price of the Class A Common Stock of $23.50 per share, as set forth in the S-1 Registration Statement that was declared effective on September 16, 2025.

⁵	(5) See note 1(a). (a) Represents shares of the Registrant's Class A Common Stock reserved for issuance under the ESPP. The number of shares of Class A Common Stock available for issuance under the ESPP will be annually increased beginning on and including January 1, 2026 and ending on and including January 1, 2035, equal to the lesser of (i) 1% of the aggregate number of shares of all classes of our common stock (on an as converted to Class A common stock basis) outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares of Class A Common Stock as determined by our board of directors. (b) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) under the Securities Act. The proposed maximum offering price per share and the proposed maximum aggregate offering price are based on the initial public offering price of the Class A Common Stock of $23.50 per share, as set forth in the S-1 Registration Statement that was declared effective on September 16, 2025.

Table 2: Fee Offset Claims and Sources	☑Not Applicable

		Registrant or Filer Name	Form or Filing Type	File Number	Initial Filing Date	Filing Date	Fee Offset Claimed	Security Type Associated with Fee Offset Claimed	Security Title Associated with Fee Offset Claimed	Unsold Securities Associated with Fee Offset Claimed	Unsold Aggregate Offering Amount Associated with Fee Offset Claimed	Fee Paid with Fee Offset Source
Rule 457(p)
Fee Offset Claims	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Fee Offset Sources	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A