SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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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

10007

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/16/2025

3. Issuer Name and Ticker or Trading Symbol
StubHub Holdings, Inc. [ STUB ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Founder, Chairman & CEO

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	13,456,515⁽¹⁾	D
Class A Common Stock	34,370	I	Held by the Eric H. Baker Family Foundation
Class A Common Stock	4,339,090	I	Held by Monkey Ventures Series A, LLC
Class A Common Stock	1,774,107	I	Held by Monkey Ventures Series C, LLC

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock	⁽²⁾	⁽²⁾	Class A Common Stock	22,068,680	⁽²⁾	D
Class B Common Stock	⁽²⁾	⁽²⁾	Class A Common Stock	2,681,320	⁽²⁾	I	Held by family trusts
Series M Redeemable Preferred Stock	⁽³⁾	⁽³⁾	Class A Common Stock	55,024	⁽³⁾	I	Held by family trusts
Stock Option (Right to Buy)	⁽⁴⁾	07/01/2026	Class A Common Stock	739,316	$0.55	D
Stock Option (Right to Buy)	⁽⁴⁾	05/01/2028	Class A Common Stock	500,000	$8	D
Stock Option (Right to Buy)	⁽⁵⁾	04/30/2028	Class A Common Stock	9,195,210	$6.05	D

Explanation of Responses:

1. Includes 8,261,247 restricted stock units ("RSUs"), which vest in accordance with the terms of the applicable awards. Each RSU represents a contingent right to receive one share of Issuer Class A common stock.

2. 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.

3. Each share of Series M redeemable preferred stock will automatically convert into shares of Class A common stock of the Issuer, pursuant to the terms as specified in the Issuer's Certificate of Designation, 180 days after the consummation of the Issuer's initial public offering. The Series M redeemable preferred stock will be redeemed for cash if not converted prior to June 18, 2034.

4. The option is fully vested.

5. Subject to the consummation of the Issuer's initial public offering, the option vests based on achievement of certain stock price thresholds ranging from $36.00 to $80.00 over certain trading periods for the Class A common stock.

Remarks:

Exhibit 24 - Power of Attorney.

	/s/ Elizabeth Lynch, attorney-in-fact for Eric H. Baker	09/16/2025
	** 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 5 (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.