StubHub Holdings Inc.

03/19/2026 | Press release | Distributed by Public on 03/19/2026 10:32

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
WestCap Management, LLC
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)
(Last) (First) (Middle)
590 PACIFIC AVENUE
3. Date of Earliest Transaction (Month/Day/Year)
03/17/2026
(Street)
SAN FRANCISCO, CA 94133
4. If Amendment, Date 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
(City) (State) (Zip)
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 03/17/2026 C 6,256,893 A $23.5 37,991,583 I See footnotes(1)(3)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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 O Preferred Stock, par value $0.001 per share $23.5 03/17/2026 C 133,670 (4) (5) Class A Common Stock 6,256,893 $ 0 0 I See footnotes(2)(3)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WestCap Management, LLC
590 PACIFIC AVENUE
SAN FRANCISCO, CA 94133
X
Tosi Laurence A
590 PACIFIC AVE.
SAN FRANCISCO, CA 94133
X
WestCap Stub Holdco 2024, LLC
590 PACIFIC AVENUE
SAN FRANCISCO, CA 94133
X
WestCap StubHub Opportunity Fund Preferred, LLC
590 PACIFIC AVE
SAN FRANCISCO, CA 94133
X

Signatures

WestCap Management, LLC, By: Laurence A. Tosi, its Managing Member /s/ Laurence A. Tosi 03/19/2026
**Signature of Reporting Person Date
Laurence A. Tosi /s/ Laurence A. Tosi 03/19/2026
**Signature of Reporting Person Date
WestCap Stub Holdco 2024, LLC, By: WestCap Management, LLC, its Manager, By: Laurence A. Tosi, its Managing Member /s/ Laurence A. Tosi 03/19/2026
**Signature of Reporting Person Date
WestCap StubHub Opportunity Fund Preferred, LLC, By: WestCap Management, LLC, its Manager, By: Laurence A. Tosi, its Managing Member /s/ Laurence A. Tosi 03/19/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The securities reported on this line are held directly by WestCap Stub Holdco 2024, LLC ("WestCap Stub") and WestCap StubHub Opportunity Fund Preferred, LLC ("WestCap StubHub").
(2) The securities reported on this line were held directly by 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) The Series O Preferred Stock automatically converted into Class A Common Stock, par value $0.001 per share ("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.
(5) The Series O Preferred Stock had no stated maturity.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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