SEC Form 8-K filed by StubHub Holdings Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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CURRENT REPORT
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On September 18, 2025, StubHub Holdings, Inc. (the “Company”) filed its amended and restated certificate of incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware, and its amended and restated bylaws (the “Bylaws”) became effective, in connection with the closing of the initial public offering of shares of the Company’s Class A common stock, par value $0.001 per share (the “Class A Common Stock”). As described in the final prospectus, dated September 16, 2025 (the “Prospectus”), relating to the Registration Statement on Form S-1 (File No. 333-286000), as amended, filed with the Securities and Exchange Commission on September 17, 2025, pursuant to Rule 424(b) under the Securities Act of 1933, as amended, the Company’s board of directors and stockholders previously approved the amendment and restatement of these documents to be effective immediately prior to closing of the Company’s initial public offering. A description of certain provisions of the Certificate of Incorporation and the Bylaws is set forth in the section titled “Description of Capital Stock” in the Prospectus.
The foregoing description of the Certificate of Incorporation and the Bylaws is qualified in its entirety by reference to (1) the Certificate of Incorporation filed as Exhibit 3.1 hereto and (2) the Bylaws filed as Exhibit 3.2 hereto, each of which is incorporated herein by reference.
| Item 8.01 | Other Events. |
On September 18, 2025, the Company completed its initial public offering of 34,042,553 shares of Class A Common Stock at a price to the public of $23.50 per share. The gross proceeds to the Company from the initial public offering were approximately $800.0 million, before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.
| Item 9.01 | Financial Statements and Exhibits. |
(d) The following exhibits are being filed herewith:
Exhibit |
Description | |
| 3.1 | Amended and Restated Certificate of Incorporation of StubHub Holdings, Inc. | |
| 3.2 | Amended and Restated Bylaws of StubHub Holdings, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| STUBHUB HOLDINGS, INC. | ||||
| Date: September 18, 2025 | By: | /s/ Mark Streams | ||
| Mark Streams | ||||
| Executive Vice Chairman and Chief Legal Officer | ||||