Form 4: Sessa Capital Converts SABS Preferred Stock to Common
Insider Transaction Report
Sessa Capital (Master), L.P. and related entities converted 17,400 shares of Series B Convertible Preferred Stock into 1,740,000 shares of SAB Biotherapeutics, Inc. common stock at $1.75 per share.
Summary
- Sessa Capital (Master), L.P. and its affiliated reporting persons completed the automatic conversion of Series B Convertible Preferred Stock into common stock of SAB Biotherapeutics, Inc. (SABS).
- On September 29, 2025, 17,400 shares of Series B Convertible Preferred Stock were converted into 1,740,000 shares of Common Stock.
- The conversion occurred at a price of $1.75 per share.
- Following this transaction, the reporting persons beneficially own 2,198,457 shares of Common Stock.
- The reporting persons also continue to beneficially own 211,100 shares of Series B Convertible Preferred Stock.
- The automatic conversion was triggered on September 29, 2025, the first trading day after SAB Biotherapeutics' stockholders approved the issuance of common stock upon conversion of the preferred stock.
- The original acquisition of the Preferred Stock by Sessa Capital (Master), L.P. was for an aggregate purchase price of $39,987,500 on July 21, 2025, via a Securities Purchase Agreement.
Sentiment
Score: 7
Explanation: The conversion of preferred stock to common stock by a significant investor like Sessa Capital generally signals confidence in the company's long-term prospects and a commitment to its equity, which is a positive indicator. The transaction was also pre-planned and automatic, reducing uncertainty.
Positives
- A significant investor, Sessa Capital, has converted a substantial portion of its preferred stock into common stock, indicating a long-term commitment and confidence in SAB Biotherapeutics' future.
- The conversion increases the common stock holdings of a major institutional investor, potentially signaling stability and belief in the company's equity value.
Negatives
- The beneficial ownership limitation of 4.99% restricts the reporting persons from converting preferred stock if it would result in owning more than this percentage of the Issuer's outstanding common stock, potentially limiting their ability to fully realize their investment or exert greater influence.
Risks
- A beneficial ownership limitation prevents the reporting persons from converting preferred stock into common stock if such conversion would result in them beneficially owning more than 4.99% of the Issuer's Common Stock outstanding immediately following the conversion.
Future Outlook
The filing primarily reports a past transaction (conversion) and does not provide explicit forward-looking statements or guidance from SAB Biotherapeutics' management regarding future performance or strategic direction.
Management Comments
- John Petry, as manager for Sessa Capital GP, LLC and Sessa Capital IM GP, LLC, signed the filing on behalf of the reporting persons.
Industry Context
This transaction reflects an internal capital structure adjustment by a significant investor in a biotechnology company. While not directly indicative of broader industry trends, it highlights investor activity and commitment within the biotech sector, particularly for companies like SAB Biotherapeutics that may rely on strategic investments for development.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Stockholder Approval | Stockholders of SAB Biotherapeutics, Inc. approved the issuance of all Common Stock upon conversion of the Series B Convertible Preferred Stock, which was a prerequisite for the automatic conversion. | Prior to 09/29/2025 | This approval facilitated the conversion of preferred shares, aligning the company's capital structure with prior agreements and investor expectations. |
Related Party Transactions
- Sessa Capital (Master), L.P. and its related entities are 10% owners of SAB Biotherapeutics, Inc. and have a director (Andrew Moin) on the Issuer's board, making this conversion a related party transaction.
Stakeholder Impact
- Shareholders: The conversion increases the common stock holdings of a major investor, potentially enhancing market confidence and liquidity.
- Sessa Capital: The conversion shifts a portion of their investment from preferred stock (derivative) to common stock, indicating a more direct equity stake and participation in the company's market performance.
Key Dates
| Date | Description |
|---|---|
| 07/21/2025 | Date Sessa Capital (Master), L.P. acquired Series B Convertible Preferred Stock for $39,987,500 via a Securities Purchase Agreement. |
| 09/29/2025 | Date of automatic conversion of Series B Convertible Preferred Stock into Common Stock, triggered by stockholder approval. |
| 10/01/2025 | Date the Form 4 was signed by John Petry for the reporting persons. |
Recommendation
holdThe filing details a pre-planned conversion of preferred stock to common stock by a significant institutional investor. While this indicates continued commitment and confidence from a major stakeholder, it does not provide new operational or financial performance data to warrant a 'buy' or 'sell' recommendation. The transaction is largely an internal capital structure adjustment for the investor, suggesting a 'hold' position as investors await further company-specific news or broader market developments.
Keywords
SAB Biotherapeutics, SABS, Sessa Capital, Preferred Stock Conversion, Common Stock, Insider Transaction, Beneficial Ownership, SEC Form 4, Equity Securities
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