[Form 3] StubHub Holdings, Inc. Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

WestCap-affiliated entities reported their ownership in StubHub Holdings, Inc. on a Form 3 dated January 16, 2026. WestCap Stub Holdco 2024, LLC holds 31,734,690 shares of Class A Common Stock indirectly for the reporting group. WestCap StubHub Opportunity Fund Preferred, LLC holds 133,670 shares of Series O Preferred Stock, which will automatically convert into 6,256,893 shares of Class A Common Stock on March 17, 2026 at a conversion price of $23.50 per share. WestCap Management, LLC is the managing member of both entities, and Laurence A. Tosi may be deemed to have voting and investment control, while each reporting person disclaims beneficial ownership beyond any pecuniary interest.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

WestCap Management, LLC

(Last) (First) (Middle)

590 PACIFIC AVENUE

(Street)

SAN FRANCISCO CA 94133

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/16/2026

3. Issuer Name and Ticker or Trading Symbol
StubHub Holdings, Inc. [ STUB ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	31,734,690	I	See footnotes(1)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series O Preferred Stock, par value $0.001 per share	(4)	(5)	Class A Common Stock	(4)	(4)	I	See footnotes(2)(3)

1. Name and Address of Reporting Person^*

WestCap Management, LLC

(Last) (First) (Middle)

590 PACIFIC AVENUE

(Street)

SAN FRANCISCO CA 94133

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Tosi Laurence A

(Last) (First) (Middle)

590 PACIFIC AVE.

(Street)

SAN FRANCISCO CA 94133

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

WestCap Stub Holdco 2024, LLC

(Last) (First) (Middle)

590 PACIFIC AVENUE

(Street)

SAN FRANCISCO CA 94133

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			See Remarks

1. Name and Address of Reporting Person^*

WestCap StubHub Opportunity Fund Preferred, LLC

(Last) (First) (Middle)

590 PACIFIC AVE

(Street)

SAN FRANCISCO CA 94133

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			See Remarks

Explanation of Responses:

1. The securities reported on this line are held directly by WestCap Stub Holdco 2024, LLC ("WestCap Stub").

2. The securities reported on this line are held directly by WestCap StubHub Opportunity Fund Preferred, LLC ("WestCap StubHub").

3. WestCap Management, LLC ("WestCap") is the managing member of WestCap Stub and WestCap StubHub. Laurence A. Tosi may be deemed to hold voting and investment control over the shares held by WestCap Stub and WestCap StubHub. 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.

4. WestCap StubHub holds 133,670 shares of Series O Preferred Stock. The Series O Preferred Stock shall automatically convert into 6,256,893 shares of Class A Common Stock on March 17, 2026, the date that is 180 days after the closing on September 18, 2025 of the issuer's initial public offering, at a price equal to $23.50, the initial public offering price.

5. The Series O Preferred Stock has no stated maturity.

Remarks:

WestCap Stub holds the shares of Class A Common Stock reported herein. WestCap StubHub holds the shares of Series O Preferred Stock reported herein.

	WestCap Management, LLC, By: Laurence A. Tosi, its Managing Member /s/ Laurence A. Tosi	01/21/2026
	/s/ Laurence A. Tosi, Laurence A. Tosi	01/21/2026
	WestCap Stub Holdco 2024, LLC, By: WestCap Management, LLC, its Manager, By: Laurence A. Tosi, its Managing Member, /s/ Laurence A. Tosi	01/21/2026
	WestCap StubHub Opportunity Fund Preferred, LLC, By: WestCap Management, LLC, its Manager, By: Laurence A. Tosi, its Managing Member, /s/ Laurence A. Tosi	01/21/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider holdings in StubHub Holdings (STUB) does this Form 3 report?

The Form 3 reports that WestCap Stub Holdco 2024, LLC indirectly holds 31,734,690 shares of Class A Common Stock and that WestCap StubHub Opportunity Fund Preferred, LLC holds 133,670 shares of Series O Preferred Stock.

Who controls the reported StubHub Holdings (STUB) shares on this Form 3?

WestCap Management, LLC is the managing member of both WestCap Stub and WestCap StubHub, and Laurence A. Tosi may be deemed to hold voting and investment control over the shares held by these entities.

How will the Series O Preferred Stock in StubHub Holdings (STUB) convert?

WestCap StubHub Opportunity Fund Preferred, LLC holds 133,670 shares of Series O Preferred Stock, which will automatically convert into 6,256,893 shares of Class A Common Stock on March 17, 2026 at a price of $23.50 per share.

Do the reporting persons claim full beneficial ownership of the StubHub (STUB) securities?

No. Each reporting person expressly disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest in them, if any.

Which entities actually hold the StubHub (STUB) securities listed on the Form 3?

WestCap Stub Holdco 2024, LLC holds the reported shares of Class A Common Stock, and WestCap StubHub Opportunity Fund Preferred, LLC holds the reported shares of Series O Preferred Stock.

What is the relationship of WestCap Management and Laurence A. Tosi to StubHub (STUB)?

WestCap Management, LLC and Laurence A. Tosi are reporting persons on the Form 3 and are identified as potential controllers of voting and investment decisions for the securities held by WestCap Stub and WestCap StubHub, while disclosing only pecuniary interests.