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Our Annual Report on Form 10-K for the year ended December 31, 2025 includes “Legal Proceedings” under Part I, Item 3. For additional information regarding legal proceedings in which we are involved, see also Note 12, “Commitments and Contingencies” to our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report.
As previously disclosed, we and certain of our officers and directors are among the defendants in a putative securities class action filed on November 24, 2025 in the U.S. District Court for the Southern District of New York (Salabaj v. StubHub Holdings, Inc., et al., Case No. 1:25-cv-09776-JMF (S.D.N.Y. Nov. 24, 2025) (the “Securities Class Action”)). In November 2025, the plaintiff brought claims under Sections 11, 12(a)(2), and 15 of the Securities Act of 1933, as amended (the “Securities Act”) on behalf of a putative class of persons and entities who purchased or otherwise acquired our common stock issued pursuant and/or traceable to the registration statement and prospectus issued in connection with our September 2025 IPO. Following the lead plaintiff appointment process, plaintiffs filed a consolidated amended complaint on April 6, 2026. The complaint generally alleges that the registration statement on Form S-1 (File No. 333-286000), as amended (the “Registration Statement”), and final prospectus filed with the SEC on September 17, 2025 pursuant to Rule 424(b)(4) under the Securities Act, in connection with our IPO (the “Prospectus”) contained false or misleading statements and/or failed to disclose certain information concerning, among other things, (i) our near-term market opportunity in the original issuance market, including the readiness of our open distribution platform for broad adoption and imminency of our expansion into this market, (ii) our near-term growth prospects for advertising and (iii) our free cash flow and other financial metrics. We deny each of these claims and, on June 5, 2026, we filed a motion to dismiss the Securities Class Action. On June 9, 2026, the U.S. District Court for the Southern District of New York entered an order giving plaintiffs an opportunity to amend their complaint to address issues raised in the motion to dismiss. The plaintiffs filed a second amended complaint on June 26, 2026. The second amended complaint asserts the same claims under Sections 11, 12(a)(2), and 15 of the Securities Act. We deny all claims asserted in the second amended complaint and intend to move to dismiss all such claims. We have also been named as a nominal defendant in related derivative actions filed on December 9 and December 17, 2025, and April 10, 2026, in the U.S. District Court for the Southern District of New York (Junco v. Baker, et al., Case No. 2:25-cv-10208-JMF (S.D.N.Y. Dec. 9, 2025) (the “Junco Action”), Cohen v. Baker, et al., Case No. 1:25-cv-10445-JMF (S.D.N.Y. Dec. 17, 2025) (the “Cohen Action”), and Chen v. Baker, et al., Case No. 1:26-cv-02986-JMF (S.D.N.Y. Apr. 10, 2026) (the “Chen Action”), respectively), on March 11, 2026 in the Court of Chancery in the State of Delaware (Karten v. Baker, et al., C.A. No. 2026-0337-BWD (Del. Ch. Mar. 11, 2026) (the “Karten Action”)), and on July 23, 2026 in the Supreme Court of the State of New York, County of New York (Morales v. Baker, et al., Index No. 654313/2026 (Sup. Ct., N.Y. County July 23, 2026) (the “Morales Action”)). The derivative plaintiffs seek monetary damages and declaratory relief for alleged breaches of fiduciary duties, breaches of fiduciary duty for insider trading, misappropriation of information, waste of corporate assets, aiding and abetting, unjust enrichment, abuse of control, gross mismanagement and/or for contribution against certain of our officers and/or directors pursuant to Section 11(f) of the Securities Act and Section 21D of the Exchange Act. The Junco, Cohen, and Chen Actions have been consolidated into one action and are presently stayed. The Karten and Morales Actions are also presently stayed.