StubHub Holdings Inc-A美股招股说明书(2025-09-17版)

34,042,553 Shares ClassA Common Stock This is the initial public offering of shares of ClassA common stock of StubHub Holdings, Inc. We are offering 34,042,553 shares of our ClassA common stock. Prior to this offering, there has been no public market for our Class A common stock. The initial public offering price for our Class A common stock is $23.50 per share. OurClass A common stock has been approved for listing on the New York Stock Exchange (the “NYSE”) under the symbol “STUB.” Upon completion of this offering, we will have two classes of authorized common stock: ClassA common stock and ClassB common stock. The rights of the holders ofClassA common stock and ClassB common stock are identical, except with respect to voting and conversion rights. Each share of ClassA common stock is entitled to one voteper share. Each share of ClassB common stock is entitled to 100 votes per share and is convertible at any time, at the option of the holder, into one share of ClassA common stock.Each share of our Class B common stock will convert automatically into one share of Class A common stock on the date and time specified by the affirmative vote of the holders ofa majority of the outstanding shares of Class B common stock. In addition, each share of our Class B common stock will convert automatically into one share of our Class Acommon stock upon any transfer of Class B common stock, whether or not for value, except for certain permitted transfers to related and affiliated persons of our Founder andChief Executive Officer (“CEO”), Eric H. Baker, described in our amended and restated certificate of incorporation, including transfers to immediate family members of Mr.Baker, including upon Mr. Baker’s death, for estate planning purposes provided any voting or economic interests are held by Mr. Baker or his immediate family members, and tocertain affiliates of Mr. Baker or his immediate family members provided any voting or economic interests are held by Mr. Baker or his immediate family members. Unlessconverted into shares of Class A common stock as described above, shares of Class B common stock will remain classified as Class B common stock. Once converted into Class Acommon stock, the Class B common stock may not be reissued. See “Description of Capital Stock” for more information. Immediately following this offering, all outstanding shares of our Class B common stock will be held by Mr. Baker and such shares will represent approximately 87.8% ofthe voting power of our outstanding capital stock. As a result, Mr.Baker will have the ability to control the outcome of any action requiring the general approval of ourstockholders, including the election of our board of directors, the adoption of amendments to our certificate of incorporation and stockholder amendments to our bylaws, and theapproval of any merger or sale of substantially all of our assets. Upon completion of this offering, we will be a “controlled company” within the meaning of the corporategovernance rules of the NYSE, and are therefore permitted to elect not to comply with certain corporate governance requirements thereunder. At our request, the underwriters have reserved up to 5.0% of the shares of Class A common stock offered by this prospectus for sale at the initial public offering pricethrough a directed share program to certain individuals and entities identified by our management. For more information on our directed share program, see the section titled“Underwriting (Conflicts of Interest)—Directed Share Program.” Investing in shares of our ClassA common stock involves risks. See “Risk Factors” beginning on page24 to read about factors youshould consider before buying shares of our ClassA common stock. Neither the Securities and Exchange Commission (the “SEC”) nor any other regulatory body or state securities commission hasapproved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to thecontrary is a criminal offense. PerShareTotalInitial public offering price$23.50$799,999,996Underwriting discounts and commissions(1)$1.23375$42,000,000Proceeds, before expenses, to us$22.26625$757,999,996 (1)We have agreed to reimburse the underwriters for certain expenses in connection with this offering. See “Underwriting (Conflicts of Interest)” for a description of thecompensation payable to the underwriters. We have granted the underwriters the option for a period of 30 days to purchase up to an additional 5,106,382 shares of Class A common stock from us at the initial publicoffering price less underwriting discounts and commissions. The underwriters expect to deliver the shares of Class A common stock to purchasers on September 18, 2025. Table of Contents Table of Contents Table of Contents TABLE OF CONTENTS UNDERWRITING (CONFLICTS OF INTEREST) WHERE YOU CAN FIND ADDITIONAL INFORMATION INDEX TO FINANCIAL STATEMENTS Table of Contents ABOUT THIS PROSPECTUS We were incorpora