StubHub Holdings, Inc.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

None of the transactions described below under "Stock and Restricted Stock Unit Issuances" or "Equity Plan-Related Issuances" were issued in a registered offering under the Securities Act, and these transactions did not involve any underwriters, underwriting discounts or commissions. The offers, sales and issuances of the securities described in such sections were deemed to be exempt from registration under Section 4(a)(2) of the Securities Act as transactions by an issuer not involving a public offering or under Rule 701 promulgated under the Securities Act as transactions under compensatory benefits plans and contracts relating to compensation. The recipients of the securities in each of these transactions in such sections represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in these transactions. All recipients had adequate access, through their relationships with us, to information about us. The sales of these securities were made without any general solicitation or advertising.

Stock and Restricted Stock Unit Issuances

During the three months ended September 30, 2025, we issued:

•an aggregate of 337,444 shares of our Class A common stock to certain non-employee service providers upon the closing of our IPO. We did not receive any proceeds from the issuances of these shares and these shares were not registered in our IPO;

•an aggregate of 224,418 shares of our Series O Redeemable Preferred Stock at a purchase price of $1,000.00 per share to certain accredited investors for an aggregate purchase price of $224.4 million; and

•restricted stock units representing an aggregate of 124,630 shares of our Class A common stock to our consultants and other service providers. This issuance occurred before September 16, 2025 the date immediately prior to the date our Class A common stock commenced trading on NYSE).

In addition, upon the closing of our IPO, (i) 20,000 shares of our Series I Redeemable Preferred Stock automatically converted into 1,386,615 shares of our Class A Common Stock pursuant to the conversion terms equal to the quotient of the outstanding liquidation preference, including all accrued and unpaid dividends, and the IPO price multiplied by a factor of 0.9 and (ii) 32,892 shares of our Series J Redeemable Preferred Stock outstanding automatically converted into 2,044,729 shares of our Class A Common Stock, pursuant to the conversion terms equal to the quotient of the outstanding liquidation preference, including all accrued and unpaid dividends and the IPO price.

Equity Plan-Related Issuances

From July 1, 2025 through September 16, 2025, we granted to our directors, officers, employees, consultants and other service providers RSUs, representing an aggregate of 1,926,203 shares of our Class A common stock under our 2022 Amended and Restated Omnibus Incentive Plan.

From July 1, 2025 through September 16, 2025, we issued 2,892,991 shares of our Class A common stock pursuant to net settlement of 6,365,652 RSUs held by our executive officers and directors.

From July 1, 2025 through September 16, 2025, we issued and sold to our employees, consultants and other service providers an aggregate of 10,000 shares of our Class A common stock upon the exercise of stock options issued under our 2015 Stock Option Plan at an exercise price of $0.55 per share for an aggregate purchase price of less than $0.1 million.

Use of Proceeds

On September 18, 2025, we completed our IPO in which we issued and sold 34,042,553 shares of Class A common stock at a public offering price of $23.50 per share. We received net proceeds of approximately $758.0 million after deducting underwriting discounts and commissions of $42.0 million, but before deducting other offering expenses of approximately $20.3 million payable by us. No payments for such expenses were made directly or indirectly to (i) any of our officers or directors or their associates, (ii) any persons owning 10% or more of any class of our equity securities or (iii) any of our affiliates.

All shares sold were registered pursuant to a registration statement on Form S-1 (File No 333-286000), as amended (the "Registration Statement"), declared effective by the SEC on September 16, 2025. The offering terminated after the sale of all securities registered pursuant to the Registration Statement. J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC acted as representatives of the underwriters for the IPO.

On September 29, 2025, we made an early principal repayment of the 2024 USD Term Loan of $750.0 million using the net proceeds from the IPO. During the three months ended September 30, 2025, we paid $81.6 million in connection with the net settlement of the certain vested RSUs using a portion of the net proceeds from the IPO.