ClearBridge reports 9.7% stake in Rice Acquisition 3
ClearBridge Investments, LLC filed a Schedule 13G reporting beneficial ownership of 3,348,418 Class A ordinary shares of Rice Acquisition Corp 3, equal to 9.7% of that class as of the event date 12/31/2025.
ClearBridge Investments, LLC filed a Schedule 13G reporting beneficial ownership of 3,348,418 Class A ordinary shares of Rice Acquisition Corp 3, equal to 9.7% of that class as of the event date 12/31/2025.
ClearBridge holds sole voting power over 3,272,394 shares and sole dispositive power over all 3,348,418 shares, with no shared power. The position is described as held in the ordinary course of business and not for influencing control. Within this total, ClearBridge Value Fund holds 2,000,000 shares, or 5.80% of the total shares outstanding.
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FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What stake does ClearBridge Investments report in Rice Acquisition Corp 3 (KRSP)?
ClearBridge Investments reports beneficial ownership of 3,348,418 Class A ordinary shares, representing 9.7% of Rice Acquisition Corp 3’s outstanding class. This makes ClearBridge a significant institutional holder under Section 13 reporting thresholds for large shareholders.
When did ClearBridge’s reportable ownership event occur for Rice Acquisition Corp 3?
The reportable ownership event occurred on 12/31/2025 for ClearBridge’s Rice Acquisition Corp 3 holdings. That date anchors the 3,348,418-share position and the 9.7% ownership calculation disclosed in the Schedule 13G filing.
How much voting and dispositive power does ClearBridge have over KRSP shares?
ClearBridge has sole voting power over 3,272,394 Rice Acquisition Corp 3 shares and no shared voting power. It also has sole dispositive power over all 3,348,418 shares reported, with no shared dispositive authority according to the ownership breakdown.
What portion of Rice Acquisition Corp 3 is held by ClearBridge Value Fund?
ClearBridge Value Fund holds 2,000,000 Rice Acquisition Corp 3 shares, equal to 5.80% of total shares outstanding. The fund is managed by ClearBridge Investments and its holdings are included within the overall 3,348,418 shares reported on the Schedule 13G.
Is ClearBridge investing in Rice Acquisition Corp 3 to influence control?
ClearBridge states the Rice Acquisition Corp 3 securities were acquired and are held in the ordinary course of business. The filing specifies they are not held for changing or influencing control or for any transaction intended to have that purpose or effect.
Who signed the Schedule 13G for ClearBridge’s Rice Acquisition Corp 3 position?
The Schedule 13G was signed by Brian R. Murphy, Chief Compliance Officer of ClearBridge Investments, LLC. The signature certifies that, to his knowledge, the information about Rice Acquisition Corp 3 ownership is true, complete, and correct as of the filing date.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Rice Acquisition Corp 3
(Name of Issuer)
Class A ordinary share, $0.0001 par value
(Title of Class of Securities)
G7553X122
(CUSIP Number)
12/31/2025
(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.
G7553X122
1
Names of Reporting Persons
Clearbridge Investments, 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
3,272,394.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
3,348,418.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,348,418.00
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)
9.7 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Rice Acquisition Corp 3
(b)
Address of issuer's principal executive offices:
102 East Main Street, Second Story, Carneigie, PA 15106
Item 2.
(a)
Name of person filing:
ClearBridge Investments, LLC
(b)
Address or principal business office or, if none, residence:
One Madison Ave.
New York, NY 10010
(c)
Citizenship:
Delaware
(d)
Title of class of securities:
Class A ordinary share, $0.0001 par value
(e)
CUSIP No.:
G7553X122
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:
3,348,418
(b)
Percent of class:
9.7%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
ClearBridge Investments, LLC: 3,272,394
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
ClearBridge Investments, LLC: 3,348,418
(iv) Shared power to dispose or to direct the disposition of:
0
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.
ClearBridge Value Fund an investment company registered under the Investment Company Act of 1940 and managed by ClearBridge Investments, LLC., amounted to 2,000,000 shares or 5.80% of the total shares outstanding.
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 acquired and are held in the ordinary course of business and 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.
Clearbridge Investments, LLC
Signature:
Brian R. Murphy
Name/Title:
Chief Compliance Officer of ClearBridge Investments, LLC
Date:
02/10/2026
Exhibit Information
Exhibit A: Item 4 Ownership
The securities reported herein are beneficially owned by one or more open end investment companies or other managed accounts that are investment management clients of ClearBridge Investments, LLC ("CIL"), an indirect wholly owned subsidiary of Franklin Resources, Inc. ("FRI"). When an investment management contract (including a sub advisory agreement) delegates to CIL investment discretion or voting power over the securities held in the investment advisory accounts that are subject to that agreement, FRI treats CIL as having sole investment discretion or voting authority, as the case may be, unless the agreement specifies otherwise. Accordingly, CIL reports on Schedule 13G that it has sole investment discretion and voting authority over the securities covered by any such investment management agreement, unless otherwise noted in this Item 4. As a result, for purposes of Rule 13d-3 under the Act, CIL may be deemed to be the beneficial owner of the securities reported in this Schedule 13G.
Beneficial ownership by investment management subsidiaries and other affiliates of FRI is being reported in conformity with the guidelines articulated by the SEC staff in Release No. 34-39538 (January 12, 1998) relating to organizations, such as FRI, where related entities exercise voting and investment powers over the securities being reported independently from each other. The voting and investment powers held by CIL are exercised independently from FRI (CIL's parent holding company) and from all other investment management subsidiaries of FRI (FRI, its affiliates and investment management subsidiaries other than CIL are, collectively, "FRI affiliates"). Furthermore, internal policies and procedures of CIL and FRI affiliates establish informational barriers that prevent the flow between CIL and the FRI affiliates of information that relates to the voting and investment powers over the securities owned by their respective investment management clients. Consequently, CIL and the FRI affiliates report the securities over which they hold investment and voting power separately from each other for purposes of Section 13 of the Act.
Charles B. Johnson and Rupert H. Johnson, Jr. (the "Principal Shareholders") may each own in excess of 10% of the outstanding common stock of FRI and are the principal stockholders of FRI (see FRI's Proxy Statement-Stock Ownership of Certain Beneficial Owners). However, because CIL exercises voting and investment powers on behalf of its investment management clients independently of FRI affiliates, beneficial ownership of the securities reported by CIL is not attributed to the Principal Shareholders. CIL disclaims any pecuniary interest in any of the securities reported in this Schedule 13G. In addition, the filing of this Schedule 13G on behalf of CIL should not be construed as an admission that it is, and it disclaims that it is, the beneficial owner, as defined in Rule 13d-3, of any of such securities.
Furthermore, CIL believes that it is not a "group" with FRI affiliates, the Principal Shareholders, or their respective affiliates within the meaning of Rule 13d-5 under the Act and that none of them is otherwise required to attribute to any other the beneficial ownership of the securities held by such person or by any persons or entities for whom or for which CIL or the FRI affiliates provide investment management services.
