Form 4: WestCap Converts Preferred Stock in StubHub IPO

WestCap Management and related entities converted Series I Preferred Stock into Class A Common Stock as part of StubHub Holdings, Inc.'s initial public offering.

Summary

• WestCap Management, LLC and related entities reported a transaction involving StubHub Holdings, Inc. [STUB].
• On September 16, 2025, 1,386,615 shares of Class A Common Stock were acquired by WestCap Stub Holdco 2024, LLC.
• This acquisition resulted from the automatic conversion of 20,000 shares of Series I Preferred Stock, par value $0.001 per share.
• The conversion occurred at a price of $21.15 per share.
• The transaction coincided with September 16, 2025, which was the date of pricing of StubHub's initial public offering (IPO).
• Following the transaction, WestCap entities indirectly beneficially own 31,734,690 shares of Class A Common Stock.
• Laurence A. Tosi, managing member of WestCap Management, LLC, may be deemed to hold voting and investment control over the shares held by WestCap Stub Holdco 2024, LLC and WestCap StubHub Opportunity Fund Preferred, LLC.

Sentiment

Score: 7

Explanation: The filing reports a standard, expected transaction (preferred stock conversion) occurring as part of an IPO, which is generally a positive event for early investors and the company. No negative information is present.

Positives

• The conversion of preferred stock into common stock at the IPO pricing indicates a successful liquidity event for WestCap and its related entities.
• The transaction price of $21.15 per share provides a clear valuation point for the converted shares, reflecting the IPO valuation.

Future Outlook

The filing primarily reports a past transaction related to an initial public offering and does not contain explicit forward-looking statements or guidance from management regarding future performance or strategic direction.

Management Comments

• Laurence A. Tosi may be deemed to hold voting and investment control over the shares held by WestCap Stub Holdco 2024, LLC and WestCap StubHub Opportunity Fund Preferred, LLC.
• Each Reporting Person expressly disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein, if any.

Industry Context

This transaction occurs in the context of StubHub Holdings, Inc.'s initial public offering, marking a significant milestone for the online ticket marketplace. The IPO allows early investors like WestCap to realize value from their preferred stock holdings and introduces the company's shares to the public market.

Comparison to Industry Standards

• Conversions of preferred stock to common stock are standard procedures during an initial public offering for venture capital or private equity investors, facilitating their exit or continued investment in a public entity.
• The specific conversion terms and pricing ($21.15 per share) would be evaluated against broader IPO market conditions and the valuation multiples of comparable online ticketing or e-commerce platforms at the time of the IPO.

Related Party Transactions

• WestCap Management, LLC, WestCap Stub Holdco 2024, LLC, and WestCap StubHub Opportunity Fund Preferred, LLC are related parties to StubHub Holdings, Inc. The conversion of preferred stock into common stock is a transaction between these related parties and the issuer, occurring in conjunction with the IPO.

Stakeholder Impact

• Shareholders: Existing shareholders see a significant investor convert preferred shares, potentially increasing liquidity and validating the IPO price. New public shareholders acquire common stock at the IPO price.
• Company: The IPO and associated conversions represent a successful capital raise and market debut for StubHub Holdings, Inc.

Key Dates

Keywords

StubHub Holdings, Inc., STUB, WestCap Management, LLC, Laurence A. Tosi, Form 4, Insider Transaction, Preferred Stock Conversion, IPO, Class A Common Stock, Beneficial Ownership