Form 4: WestCap Converts StubHub Preferred Stock to Common

WestCap Management and related entities converted 133,670 shares of StubHub Series O Preferred Stock into 6,256,893 shares of Class A Common Stock at $23.50 per share.

Summary

• WestCap Management, LLC, along with WestCap Stub Holdco 2024, LLC and WestCap StubHub Opportunity Fund Preferred, LLC, converted Series O Preferred Stock into Class A Common Stock of StubHub Holdings, Inc.
• The conversion involved 133,670 shares of Series O Preferred Stock, par value $0.001 per share, into 6,256,893 shares of Class A Common Stock.
• The conversion price was $23.50 per share.
• Following the transaction, the reporting persons beneficially own 37,991,583 shares of Class A Common Stock indirectly.
• Laurence A. Tosi, a Director of StubHub Holdings, Inc. and Managing Member of WestCap Management, LLC, may be deemed to hold voting and investment control over these shares.
• The conversion occurred automatically 180 days after the closing of StubHub's initial public offering on September 18, 2025.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive event. It represents a pre-planned, routine capital structure adjustment post-IPO, indicating the orderly progression of an early investor's stake into common equity.

Positives

• The conversion of preferred stock into common stock simplifies the capital structure for StubHub Holdings, Inc.
• This transaction represents a pre-planned and expected event following the company's initial public offering, indicating a normal progression for investors like WestCap.

Future Outlook

The filing does not contain specific forward-looking statements or guidance beyond the details of the stock conversion.

Management Comments

• Laurence A. Tosi, Managing Member of WestCap Management, LLC, signed the filing on behalf of WestCap Management, LLC, Laurence A. Tosi, WestCap Stub Holdco 2024, LLC, and WestCap StubHub Opportunity Fund Preferred, LLC.

Industry Context

StockSavvy.ai notes that the automatic conversion of preferred stock into common stock is a standard event, particularly following an initial public offering and the expiration of lock-up periods. This action by WestCap Management, a significant investor, aligns with typical post-IPO capital structure adjustments in the technology and e-commerce sectors, where such investment vehicles are common.

Comparison to Industry Standards

• This type of preferred stock conversion is a common mechanism for early-stage investors to transition their equity holdings into publicly tradable common shares post-IPO. For example, similar conversions have been observed in companies like Airbnb (ABNB) and DoorDash (DASH) where early investors or venture capital firms converted their preferred shares into common stock after their respective lock-up periods following IPOs.
• The conversion price of $23.50 per share provides a benchmark for the valuation at which these specific preferred shares were designed to convert, reflecting the terms agreed upon prior to 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., with WestCap Management, LLC being a 10% owner and Laurence A. Tosi serving as a Director.

Stakeholder Impact

• Shareholders: The conversion increases the float of Class A Common Stock, potentially impacting market liquidity and future trading dynamics.
• Investors: Provides clarity on the ownership structure and the transition of preferred equity to common equity for a significant institutional investor.

Key Dates

Keywords

StubHub Holdings, WestCap Management, Series O Preferred Stock, Class A Common Stock, Stock Conversion, SEC Form 4, Insider Transaction, Equity Ownership