StubHub Holdings, Inc. has a significant shareholder group led by WestCap Management, LLC and its affiliates, together with Laurence A. Tosi, reporting beneficial ownership of 37,991,583 shares of Class A common stock, representing 11.62% of the class. This total includes 6,256,893 shares that would be issued upon the mandatory conversion of the company’s Series O Preferred Stock in accordance with its terms.
The shares are held through WestCap Stub Holdco 2024, LLC and WestCap StubHub Opportunity Fund Preferred, LLC, with all voting and dispositive powers reported on a shared basis. The reporting group certifies that the securities are not held for the purpose of changing or influencing control of StubHub and are not part of any control-related transaction.
Positive
None.
Negative
None.
Insights
WestCap and Laurence Tosi disclose an 11.62% passive stake in StubHub.
The disclosure shows WestCap Management, LLC, related investment vehicles, and Laurence A. Tosi together beneficially owning 37,991,583 StubHub Class A shares, or 11.62% of the class. This includes 6,256,893 shares issuable upon mandatory conversion of StubHub’s Series O Preferred Stock, consolidating both common and convertible preferred interests into one ownership figure.
The group reports only shared voting and dispositive power and certifies that the position is not held to change or influence control, aligning with a passive ownership stance. Actual impact depends on future portfolio decisions, but as of the 01/16/2026 event date, the key takeaway is the presence of a sizable, formally passive shareholder with a meaningful combined common and preferred-linked position.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
StubHub Holdings, Inc.
(Name of Issuer)
Class A Common Stock, $0.001 par value per share
(Title of Class of Securities)
86384P109
(CUSIP Number)
01/16/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
86384P109
1
Names of Reporting Persons
WestCap Management, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
37,991,583.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
37,991,583.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
37,991,583.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
11.62 %
12
Type of Reporting Person (See Instructions)
IA, OO
Comment for Type of Reporting Person: Includes 6,256,893 shares of Class A Common Stock issuable upon the mandatory conversion of the Series O Preferred Stock (as defined in Item 2(a)) in accordance with its terms.
SCHEDULE 13G
CUSIP No.
86384P109
1
Names of Reporting Persons
WestCap Stub Holdco 2024, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
31,734,690.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
31,734,690.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
31,734,690.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.89 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
86384P109
1
Names of Reporting Persons
WestCap StubHub Opportunity Fund Preferred, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,256,893.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,256,893.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,256,893.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.91 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Reflects 6,256,893 shares of Class A Common Stock issuable upon the mandatory conversion of the Series O Preferred Stock in accordance with its terms.
SCHEDULE 13G
CUSIP No.
86384P109
1
Names of Reporting Persons
Laurence A. Tosi
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
37,991,583.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
37,991,583.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
37,991,583.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
11.62 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: Includes 6,256,893 shares of Class A Common Stock issuable upon the mandatory conversion of the Series O Preferred Stock in accordance with its terms.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
StubHub Holdings, Inc.
(b)
Address of issuer's principal executive offices:
175 Greenwich Street, 59th Floor, New York, New York 10007
Item 2.
(a)
Name of person filing:
This report on Schedule 13G (this "Schedule 13G"), is being jointly filed by:
(i) WestCap Management, LLC ("WestCap"), a Delaware limited liability company, the investment manager to WestCap Stub Holdco 2024, LLC ("WestCap Stub"), a Delaware limited liability company, and WestCap StubHub Opportunity Fund Preferred, LLC ("WestCap StubHub Opportunity"), a Delaware limited liability company, with respect to the shares of Class A common stock, $0.001 par value per share (the "Class A Common Stock") of StubHub Holdings, Inc. (the "Company") held by WestCap Stub and the shares of Class A Common Stock issuable upon the mandatory conversion of the Company's Series O Preferred Stock, $0.001 par value per share (the "Series O Preferred Stock") in accordance with its terms, held by WestCap StubHub Opportunity;
(ii) WestCap Stub, with respect to the shares of Class A Common Stock directly held by it;
(iii) WestCap StubHub Opportunity, with respect to the shares of Class A Common Stock issuable upon the mandatory conversion of the Series O Preferred Stock in accordance with its terms, directly held by it; and
(iv) Laurence A. Tosi, as the managing member of WestCap ("Mr. Tosi"), with respect to the shares of Class A Common Stock held by WestCap Stub and the shares of Class A Common Stock issuable upon the mandatory conversion of the Series O Preferred Stock in accordance with its terms, held by WestCap StubHub Opportunity.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." The filing of this statement should not be construed as an admission that any of the Reporting Persons is the beneficial owner of the Class A Common Stock reported herein.
(b)
Address or principal business office or, if none, residence:
The address for the Reporting Persons is: 590 Pacific Ave., San Francisco, California 94133.
(c)
Citizenship:
Each of WestCap Management, WestCap Stub and WestCap StubHub Opportunity is organized under the laws of the State of Delaware. Mr. Tosi is a citizen of the United States.
(d)
Title of class of securities:
Class A Common Stock, $0.001 par value per share
(e)
CUSIP No.:
86384P109
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(b)
Percent of class:
11.62%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Not applicable.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
WestCap Management, LLC
Signature:
/s/ Laurence A. Tosi
Name/Title:
By: Laurence A. Tosi, Managing Member
Date:
01/21/2026
WestCap Stub Holdco 2024, LLC
Signature:
/s/ Laurence A. Tosi
Name/Title:
By: WestCap Management, LLC, its Manager, By: Laurence A. Tosi, Managing Member
Date:
01/21/2026
WestCap StubHub Opportunity Fund Preferred, LLC
Signature:
/s/ Laurence A. Tosi
Name/Title:
By: WestCap Management, LLC, its Manager, By: Laurence A. Tosi, Managing Member
Date:
01/21/2026
Laurence A. Tosi
Signature:
/s/ Laurence A. Tosi
Name/Title:
By: Laurence A. Tosi, Individually
Date:
01/21/2026
Comments accompanying signature: Exhibit Information
Exhibit 99.1: Joint Filing Agreement
