WestCap-linked holders in StubHub (STUB) distribute 9M shares in-kind with no cash sale

Rhea-AI Filing Summary

StubHub Holdings, Inc. reported an internal restructuring transaction involving its large shareholder group. Entities affiliated with WestCap reported an in-kind, pro-rata distribution of 9,000,000 shares of Class A Common Stock by WestCap Stub Holdco 2024, LLC and WestCap StubHub Opportunity Fund Preferred, LLC to their members for no consideration.

Following the transaction, the reporting structure shows 28,991,583 Class A shares held indirectly. WestCap Management, LLC is the managing member of the distributing entities, and Laurence A. Tosi may be deemed to have voting and investment control, although each reporting person disclaims beneficial ownership beyond any pecuniary interest.

Insights

Equity ownership & governance analyst

Large shareholder restructures holdings via in-kind distribution with no cash trades.

The transaction is coded as "J" (other) and described as a pro-rata in-kind distribution of 9,000,000 StubHub Class A shares by WestCap Stub and WestCap StubHub to their members for no consideration. This points to an internal ownership restructuring rather than market buying or selling.

Post-transaction, indirect holdings are reported at 28,991,583 shares, with WestCap Management, LLC as managing member and Laurence A. Tosi potentially exercising voting and investment control. The explicit disclaimer of beneficial ownership beyond pecuniary interest suggests complex fund or partnership structures, and the filing mainly clarifies how a significant block of shares is allocated among affiliated entities.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider WestCap Management, LLC, Tosi Laurence A, WestCap Stub Holdco 2024, LLC, WestCap StubHub Opportunity Fund Preferred, LLC

Role 10% Owner | 10% Owner | 10% Owner | 10% Owner

Type	Security	Shares	Price	Value
Other	Class A Common Stock	9,000,000	$0.00	--

Holdings After Transaction: Class A Common Stock — 28,991,583 shares (Indirect, See footnotes)

Footnotes (1)

1. This transaction represents a pro-rata in-kind distribution by WestCap Stub Holdco 2024, LLC ("WestCap Stub") and WestCap StubHub Opportunity Fund Preferred, LLC ("WestCap StubHub") to their members for no consideration. The securities are held directly by WestCap Stub and WestCap StubHub. WestCap Management, LLC 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.

Form 4 Insider Transactions: What Each Field Means →

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

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

WestCap Management, LLC

(Last) (First) (Middle)

590 PACIFIC AVENUE

(Street)

SAN FRANCISCO CALIFORNIA 94133

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/24/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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
Class A Common Stock	03/24/2026		J(1)		9,000,000	D	(1)	28,991,583	I	See footnotes(2)(3)

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

1. Name and Address of Reporting Person^*

WestCap Management, LLC

(Last) (First) (Middle)

590 PACIFIC AVENUE

(Street)

SAN FRANCISCO CALIFORNIA 94133

(City) (State) (Zip)

UNITED STATES

(Country)

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 CALIFORNIA 94133

(City) (State) (Zip)

UNITED STATES

(Country)

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 CALIFORNIA 94133

(City) (State) (Zip)

UNITED STATES

(Country)

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 StubHub Opportunity Fund Preferred, LLC

(Last) (First) (Middle)

590 PACIFIC AVE

(Street)

SAN FRANCISCO CALIFORNIA 94133

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. This transaction represents a pro-rata in-kind distribution by WestCap Stub Holdco 2024, LLC ("WestCap Stub") and WestCap StubHub Opportunity Fund Preferred, LLC ("WestCap StubHub") to their members for no consideration.

2. The securities are held directly by WestCap Stub and WestCap StubHub.

3. WestCap Management, LLC 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.

	WestCap Management, LLC, By: Laurence A. Tosi, its Managing Member /s/ Laurence A. Tosi	03/25/2026
	Laurence A. Tosi /s/ Laurence A. Tosi	03/25/2026
	WestCap Stub Holdco 2024, LLC, By: WestCap Management, LLC, its Manager, By: Laurence A. Tosi, its Managing Member /s/ Laurence A. Tosi	03/25/2026
	WestCap StubHub Opportunity Fund Preferred, LLC, By: WestCap Management, LLC, its Manager, By: Laurence A. Tosi, its Managing Member /s/ Laurence A. Tosi	03/25/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did StubHub Holdings (STUB) report in this Form 4?

StubHub reported a pro-rata, in-kind distribution of 9,000,000 shares of Class A Common Stock by WestCap Stub and WestCap StubHub to their members for no consideration, characterized as an internal restructuring rather than an open-market buy or sell.

Was the StubHub (STUB) Form 4 transaction a buy or sell of shares?

The transaction was coded "J" as an "Other" event, not a buy or sell. It reflects an internal, in-kind distribution of 9,000,000 StubHub Class A shares to members of WestCap entities, with no cash consideration changing hands in the market.

How many StubHub (STUB) shares are reported held after this Form 4 transaction?

After the transaction, the reporting structure shows 28,991,583 shares of StubHub Class A Common Stock held indirectly. This figure reflects holdings associated with the reporting entities following the in-kind distribution of 9,000,000 shares to their members.

Who controls the StubHub (STUB) shares involved in this WestCap transaction?

The securities are held directly by WestCap Stub and WestCap StubHub. WestCap Management, LLC is their managing member, and Laurence A. Tosi may be deemed to hold voting and investment control, subject to each reporting person’s disclaimer of beneficial ownership beyond pecuniary interest.

Does the StubHub (STUB) Form 4 indicate insider selling pressure?

The Form 4 does not show open-market selling. It records a "J" code in-kind distribution of 9,000,000 shares for no consideration among WestCap-related members, suggesting an internal reallocation of ownership interests rather than discretionary share sales into the market.

Why are multiple reporting persons listed on the StubHub (STUB) Form 4?

WestCap Management, LLC, Laurence A. Tosi, WestCap Stub, and WestCap StubHub are all listed because of their roles in holding and managing the StubHub shares. Footnotes clarify control relationships and state that each reporting person disclaims beneficial ownership beyond any pecuniary interest.