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Sessa Capital Converts Series B Preferred to 1.74M SABS Common Shares

Filing Impact
(Very High)
Filing Sentiment
(Positive)
Form Type
4

Rhea-AI Filing Summary

Sessa Capital reported the automatic conversion of Series B Convertible Preferred Stock into common stock of SAB Biotherapeutics (SABS) on 09/29/2025. The filing shows the Fund received 1,740,000 common shares as a result of converting 17,400 preferred shares at an effective price of $1.75 per share. The Fund originally acquired the preferred shares for an aggregate purchase price of $39,987,500 under a July 21, 2025 purchase agreement. After the conversion, the reporting persons collectively beneficially owned 2,198,457 shares of common stock. The conversion is subject to a 4.99% beneficial ownership limitation that restricts further conversions that would exceed that threshold.

Positive

  • Automatic conversion completed, moving a large preferred stake into freely tradable common shares
  • Clear disclosure of original purchase price: $39,987,500, providing transparency on economic exposure
  • Post-transaction ownership quantified at 2,198,457 common shares, offering clarity on stake size

Negative

  • Beneficial ownership limit of 4.99% restricts additional conversions and may constrain near-term stake increases
  • Potential dilution to existing shareholders from converting preferred into common shares, though exact dilution percent is not provided

Insights

TL;DR: Sessa converted a substantial preferred position into 1.74M common shares, increasing public float but limited by a 4.99% cap.

The transaction converts a private preferred holding into publicly traded common stock at $1.75 per share, reflecting the mechanics of the Series B instrument and the shareholder approval that triggered automatic conversion. The disclosed original purchase price of $39,987,500 provides a clear measure of the fund's economic commitment. The post-transaction beneficial ownership of 2,198,457 shares gives a snapshot of the holder's stake, but the 4.99% conversion limit constrains immediate further dilution or accumulation.

TL;DR: Conversion followed shareholder approval and contractual limits; signatures show coordinated filing by related entities and individuals.

The filing documents coordinated reporting by the Fund and its related entities, with John Petry signing on their behalf, which is standard for affiliated investment structures. The automatic conversion was triggered by stockholder approval noted in the explanation, and the 4.99% beneficial ownership limitation is an explicit governance/control mechanism to manage ownership concentration post-conversion. Disclaimers regarding pecuniary interest and board membership of an analyst are properly disclosed.

Insider Sessa Capital (Master), L.P., Sessa Capital GP, LLC, Sessa Capital IM, L.P., Sessa Capital IM GP, LLC, Petry John
Role Director | Director | Director | Director | Director
Type Security Shares Price Value
Exercise Series B Convertible Preferred Stock 17,400 $0.00 $0.00
Exercise Common Stock 1,740,000 $1.75 $3.04M
Holdings After Transaction: Series B Convertible Preferred Stock — 211,100 shares (Direct); Common Stock — 2,198,457 shares (Direct)
Footnotes (3)
  1. F1. Reflects the automatic conversion of Series B Convertible Preferred Stock, par value $0.0001 per share (the "Preferred Stock"), of SAB Biotherapeutics, Inc. (the "Issuer"), held by Sessa Capital (Master), L.P. (the "Fund") into common stock, par value $0.0001 per share (the "Common Stock") of the Issuer. The Preferred Stock became automatically convertible on September 29, 2025, the first trading day following the announcement of the approval by the stockholders of the Issuer of the issuance of all Common Stock upon conversion of the Preferred Stock.
  2. F2. These securities of the Issuer are beneficially owned by (i) the Fund, directly, (ii) Sessa Capital GP, LLC, indirectly as a result of being the sole general partner of the Fund, (iii) Sessa Capital IM, L.P., indirectly as a result of being the investment adviser for the Fund, (iv) Sessa Capital IM GP, LLC, indirectly as a result of being the sole general partner of Sessa Capital IM, L.P., and (v) John Petry, indirectly as a result of being the manager of Sessa Capital GP, LLC and Sessa Capital IM GP, LLC. Andrew Moin, an Analyst and Partner with the Fund, is a member of the board of directors of the Issuer. Each of the Reporting Persons and Mr. Moin disclaim beneficial ownership of any securities reported by any person except to the extent of their pecuniary interest therein.
  3. F3. The Fund acquired the Preferred Stock of the Issuer for an aggregate purchase price of $39,987,500 pursuant to that certain Securities Purchase Agreement, dated July 21, 2025. The Preferred Stock is subject to a beneficial ownership limitation that prevents the Reporting Persons from converting the Preferred Stock into Common Stock to the extent that such conversion would result in the Reporting Person beneficially owning more than 4.99% of the Issuer's Common Stock outstanding immediately following such conversion.

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FAQ

What did Sessa Capital report on the SABS Form 4?
Sessa Capital reported the automatic conversion of Series B preferred into common stock on 09/29/2025, resulting in 1,740,000 common shares acquired.

How much did Sessa Capital originally pay for the preferred shares (SABS)?
The Fund acquired the preferred stock for $39,987,500 pursuant to a Securities Purchase Agreement dated July 21, 2025.

What is the conversion price per share reported on the Form 4?
The conversion/transaction price is $1.75 per share as shown in the filing.

How many common shares does Sessa Capital beneficially own after the conversion?
2,198,457 common shares are reported as beneficially owned following the reported transactions.

Are there limits on converting the preferred into common stock?
Yes. The preferred is subject to a beneficial ownership limitation that prevents conversion to the extent it would cause beneficial ownership to exceed 4.99% of outstanding common stock.
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Sessa Capital (Master), L.P.
(Last) (First) (Middle)
888 SEVENTH AVENUE, 30TH FLOOR
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SAB Biotherapeutics, Inc. [ SABS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/29/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 09/29/2025 M(1) 1,740,000 A $1.75 2,198,457 D(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Convertible Preferred Stock $1.75 09/29/2025 M(1) 17,400 09/29/2025(3) (3) Common Stock 1,740,000 (3) 211,100 D(2)
1. Name and Address of Reporting Person*
Sessa Capital (Master), L.P.
(Last) (First) (Middle)
888 SEVENTH AVENUE, 30TH FLOOR
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Sessa Capital GP, LLC
(Last) (First) (Middle)
888 SEVENTH AVENUE, 30TH FLOOR
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Sessa Capital IM, L.P.
(Last) (First) (Middle)
888 SEVENTH AVENUE, 30TH FLOOR
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Sessa Capital IM GP, LLC
(Last) (First) (Middle)
888 SEVENTH AVENUE, 30TH FLOOR
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Petry John
(Last) (First) (Middle)
888 SEVENTH AVENUE, 30TH FLOOR
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Reflects the automatic conversion of Series B Convertible Preferred Stock, par value $0.0001 per share (the "Preferred Stock"), of SAB Biotherapeutics, Inc. (the "Issuer"), held by Sessa Capital (Master), L.P. (the "Fund") into common stock, par value $0.0001 per share (the "Common Stock") of the Issuer. The Preferred Stock became automatically convertible on September 29, 2025, the first trading day following the announcement of the approval by the stockholders of the Issuer of the issuance of all Common Stock upon conversion of the Preferred Stock.
2. These securities of the Issuer are beneficially owned by (i) the Fund, directly, (ii) Sessa Capital GP, LLC, indirectly as a result of being the sole general partner of the Fund, (iii) Sessa Capital IM, L.P., indirectly as a result of being the investment adviser for the Fund, (iv) Sessa Capital IM GP, LLC, indirectly as a result of being the sole general partner of Sessa Capital IM, L.P., and (v) John Petry, indirectly as a result of being the manager of Sessa Capital GP, LLC and Sessa Capital IM GP, LLC. Andrew Moin, an Analyst and Partner with the Fund, is a member of the board of directors of the Issuer. Each of the Reporting Persons and Mr. Moin disclaim beneficial ownership of any securities reported by any person except to the extent of their pecuniary interest therein.
3. The Fund acquired the Preferred Stock of the Issuer for an aggregate purchase price of $39,987,500 pursuant to that certain Securities Purchase Agreement, dated July 21, 2025. The Preferred Stock is subject to a beneficial ownership limitation that prevents the Reporting Persons from converting the Preferred Stock into Common Stock to the extent that such conversion would result in the Reporting Person beneficially owning more than 4.99% of the Issuer's Common Stock outstanding immediately following such conversion.
/s/ John Petry, for Sessa Capital (Master), L.P., By: Sessa Capital GP, LLC, its general partner, By: John Petry, as manager 10/01/2025
/s/ John Petry, for Sessa Capital GP, LLC, By: John Petry, as manager 10/01/2025
/s/ John Petry, for Sessa Capital IM, L.P., By: Sessa Capital IM GP, LLC, its general partner, By: John Petry, as manager 10/01/2025
/s/ John Petry, for Sessa Capital IM GP, LLC, By: John Petry, as manager 10/01/2025
/s/ John Petry 10/01/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR