SCHEDULE: Spark Capital Amends eToro Stake, Details Class A Share Distributions

Spark Capital and its affiliates updated their beneficial ownership in eToro Group Ltd., detailing the conversion of Class B to Class A shares and subsequent pro rata distributions among their entities.

Summary

• Spark Capital and its affiliated entities, including Spark Capital II, L.P. (SC II) and Spark Capital Founders' Fund II, L.P. (SCFF II), filed an Amendment No. 1 to their Schedule 13D regarding their beneficial ownership in eToro Group Ltd.
• The amendment details events that occurred on November 11, 2025, including the conversion of Class B Common Shares to Class A Common Shares by various Spark Funds.
• Following the conversion, SC II effected a pro rata distribution of 1,779,504 Class A Common Shares, and SCFF II distributed 11,640 Class A Common Shares, both without additional consideration, to Spark Management Partners II, LLC (SMP II GP) and its limited partners.
• SMP II GP subsequently distributed these received shares to its members, resulting in Spark Capital Partners, LLC (SCP) becoming the holder of record of 2,892 Class A Common Shares.
• Similar pro rata distributions of Class A Common Shares occurred from Spark Capital Growth Fund II, L.P. (374,738 shares) and Spark Capital Growth Founders' Fund II, L.P. (4,206 shares) to Spark Growth Management Partners II, LLC, and from Spark Capital Growth Fund III, L.P. (375,115 shares) and Spark Capital Growth Founders' Fund III, L.P. (3,829 shares) to Spark Growth Management Partners III, LLC.
• As of November 11, 2025, Santo Politi, a member of eToro's board of directors, beneficially owns an aggregate of 7,169,574 Class A Common Shares, representing 14.3% of the class.

Sentiment

Score: 5

Explanation: The filing is a factual update on beneficial ownership and share distributions, presenting neutral information without positive or negative implications for the company's operational performance or financial health.

Future Outlook

NA

Industry Context

This filing reflects a routine adjustment in ownership structure by a venture capital firm in a publicly traded company, common as investments mature or funds distribute assets to limited partners. It provides transparency into the beneficial ownership of a significant institutional investor group.

Related Party Transactions

• The distributions of Class A Common Shares occurred among various Spark Capital entities (SC II, SCFF II, SMP II GP, SCP, SCGF II, SCGFF II, SGMP II GP, SCGF III, SCGFF III, SGMP III GP) and their general partners/members, which are related parties.

Stakeholder Impact

• Primarily impacts the internal ownership structure of the Spark Capital funds and their limited partners.
• For eToro Group Ltd., it clarifies the beneficial ownership structure of a significant shareholder group, providing transparency to other investors and regulatory bodies.

Key Dates

Keywords

eToro Group Ltd, Spark Capital, Schedule 13D, beneficial ownership, Class A Common Shares, stock distribution, venture capital, Santo Politi, SEC filing