Management Change/Compensation (Form 8-K)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 16, 2026, the Board of Directors (the "Board") of StubHub Holdings, Inc. (the "Company") appointed Andrew Raab to fill an existing vacancy and serve as a director on the Board, effective immediately, with a term expiring at the Company's 2027 annual meeting of stockholders. Mr. Raab is not expected to serve on any committee of the Board.

Mr. Raab brings to the Board extensive capital markets and investment experience, including a long track record of partnering with management teams to deliver long term value to shareholders. Mr. Raab is Co-Founder of the investment firm FPR Partners. Prior to co-founding the firm in 2003, Mr. Raab was a Principal at Hellman and Friedman, an Associate at Bain Capital and an Analyst at Donaldson, Lufkin and Jenrette. Mr. Raab received an MBA from the Stanford Graduate School of Business after graduating magna cum laude with a BA in Political Science and Economics from the University of Michigan.

Mr. Raab will receive compensation in accordance with the Company's non-employee director compensation program, which is filed as Exhibit 10.12 to the Company's Annual Report on Form 10-K, as filed with the Securities and Exchange Commission (the "SEC") on March 5, 2026 (the "Annual Report"), and summarized in the Company's proxy statement for the annual meeting of stockholders held on June 23, 2026, as filed with the SEC on April 30, 2026. The Company will also enter into its standard indemnification agreement with Mr. Raab, the form of which is filed as Exhibit 10.9 to the Annual Report.

There are no arrangements or understandings between Mr. Raab and any other person pursuant to which Mr. Raab was selected as a director. There are no transactions involving the Company and Mr. Raab (or any immediate family member) that would be required to be reported under Item 404(a) of Regulation S-K, other than as described herein. On August 15, 2025, the Company entered into a Series O redeemable preferred stock purchase agreement with Mr. Raab pursuant to which Mr. Raab purchased 2,000 shares of Series O redeemable preferred stock at a purchase price of $1,000 per share for gross proceeds of approximately $2.0 million. On March 17, 2026, the Series O redeemable preferred stock automatically converted into 93,617 shares of Class A common stock. In addition, on March 27, 2026 (the "Effective Date"), the Company entered into a consulting agreement with Mr. Raab pursuant to which Mr. Raab will provide advisory and consulting services to the Company for a term of three years. As compensation for these services, on the Effective Date, Mr. Raab was granted restricted stock units ("RSUs") with an aggregate grant date fair value of $200,000, which vested on the Effective Date with respect to 50% of the total number of RSUs granted and vests as to 1/24th of the total number of RSUs granted on each quarterly anniversary beginning on July 1, 2026. The foregoing description of the consulting agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the consulting agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.