Pershing Square reports $807K sponsor stake transfer
The Sponsor’s aggregate ownership of common stock and Sponsor Warrants was unchanged by the transfer of its membership interest.
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Form Type
4
Rhea-AI Filing Summary
Pershing Square Inc. (PS), the issuer, is among the reporting persons associated with a transfer of a 1.8% membership interest in Pershing Square SPARC Sponsor, LLC from PS Redemption, L.P. to Pershing Square Holdings, Ltd. on November 3, 2026, for $806,976.20 in cash consideration. The Sponsor’s aggregate ownership of common stock and Sponsor Warrants did not change. Pershing Square Affiliated Funds are obligated to purchase 250,000 forward purchase shares at an assumed Final Exercise Price of $10.00; SPARC Master LP may purchase, but is not obligated to purchase, up to 3,250,000 additional shares at $10.00 each.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
Pershing Square Capital Management, L.P., PSCM GP, LLC, PERSHING SQUARE INC., Pershing Square Partner Group LLC, Pershing Square Management, LLC, ACKMAN WILLIAM A
Role
Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Chief Executive Officer
Bought
0 shs
Sold
0 shs
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Sponsor Warrants F15, F16, F6, F7, F1, F2, F3, F4, F5, F9 | 0 | -- | -- |
| Purchase | Sponsor Warrants F15, F16, F6, F7, F1, F2, F3, F4, F5, F10 | 0 | -- | -- |
| Sale | Common Stock F6, F7, F1, F2, F3, F4, F5, F9 | 0 | -- | -- |
| Purchase | Common Stock F6, F7, F8, F1, F2, F3, F4, F5, F10 | 0 | -- | -- |
| Holding | Forward Purchase Shares F11, F12, F1, F2, F3, F4, F5 | -- | -- | -- |
| Holding | Forward Purchase Shares (Right to buy) F13, F14, F1, F2, F3, F4, F5 | -- | -- | -- |
Holdings After Transaction:
Common Stock — 422,533 shares (Indirect, See footnotes);
Forward Purchase Shares — 250,000 contracts (Indirect, See footnotes);
Forward Purchase Shares (Right to buy) — 3,250,000 contracts (Indirect, See footnotes)
Footnotes (16)
- F1. In addition to Pershing Square Capital Management, L.P., a Delaware limited partnership ("PSCM"), this Form 4 is being filed jointly by PSCM GP, LLC, a Delaware limited liability company ("PSCM GP"), Pershing Square Inc., a Nevada corporation ("PS Inc."), Pershing Square Management, LLC, a Delaware limited liability company ("ManagementCo"), Pershing Square Partner Group, LLC, a Delaware limited liability company ("PSPG"), and William A. Ackman, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as PSCM and may be deemed to beneficially own the securities of the Issuer reported on this Form 4 (the "Subject Securities").
- F2. PSCM advises the accounts of Pershing Square, L.P., a Delaware limited partnership ("PSLP"), Pershing Square International, Ltd., a Cayman Islands exempted company ("PSI"), and Pershing Square Holdings, Ltd., a limited liability company incorporated in Guernsey ("PSH" and together with PSLP and PSI, the "Pershing Square Affiliated Funds") and PS Redemption, L.P., a Delaware limited partnership ("RedemptionCo"). The Pershing Square Affiliated Funds are the members of Pershing Square SPARC Sponsor, LLC, a Delaware limited liability company ("Sponsor"), and RedemptionCo was a member of the Sponsor immediately prior to the SPARC Membership Transfer (as defined below). PSCM is the non-member manager of the Sponsor. PSCM also advises PS SPARC I Master, L.P. ("SPARC Master LP").
- F3. (Continued from Footnote 2) PS Inc. is the holding company of PSCM, and PSCM GP is the general partner of PSCM. ManagementCo holds majority voting power over PS Inc. (including in its capacity as the managing member of PSPG). ManagementCo is governed by its members, consisting of Mr. Ackman, Ryan Israel, Ben Hakim, Michael Gonnella, Anthony Massaro and Halit Coussin (collectively, the "ManagementCo Members"). Mr. Ackman owns 24.9% of the voting interests of ManagementCo, with Mr. Israel, Mr. Hakim, Mr. Gonnella, Mr. Massaro and Ms. Coussin each owning the remainder of the voting interests equally (approximately 15% each), and the approval of a majority of the voting interests is generally required to approve any action of ManagementCo.
- F4. (Continued from Footnote 3) ManagementCo, PSPG, PS Inc., PSCM GP and PSCM may each be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). By virtue of Mr. Ackman's position as, among other positions, the Chief Executive Officer of PSCM, Mr. Ackman may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Exchange Act. Each of the Reporting Persons and ManagementCo Members disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.
- F5. (Continued from Footnote 4) ManagementCo, PSPG and PS Inc. were inadvertently omitted as reporting persons from the prior Form 4 jointly filed by Mr. Ackman, PSCM GP and PSCM on April 23, 2026 with respect to the Subject Securities, and each of ManagementCo, PSPG and PS Inc. may have been deemed to have had beneficial ownership of the same Subject Securities reported in that prior Form 4 and similarly disclaim any such beneficial ownership except to the extent of any pecuniary interest therein.
- F6. On November 3, 2026, approximately 1.8% of the membership interest in the Sponsor was transferred from RedemptionCo to PSH for aggregate cash consideration of $806,976.20 in connection with the ongoing liquidation of RedemptionCo (the foregoing transfer, the "SPARC Membership Transfer"). RedemptionCo was formed for the purpose of giving effect to the redemption of certain limited partner interests of PSLP in connection with a special redemption opportunity that was consummated on April 21, 2026, and RedemptionCo is intended to be liquidated following the fulfillment of that purpose.
- F7. (Continued from Footnote 6) The membership interest held by RedemptionCo represented a proportionate number (based on the size of the special redemption opportunity) of shares of the Issuer's common stock, par value $0.0001 per share ("Common Stock") and Sponsor Warrants (as defined below) held by the Sponsor. The SPARC Membership Transfer did not result in a change of aggregate ownership of the Issuer's Common Stock and Sponsor Warrants by the Sponsor.
- F8. The 422,533 shares of the Issuer's Common Stock were issued to the Sponsor prior to the Issuer's initial public distribution. The aggregate voting power of the 422,533 shares of Common Stock is equal to 100% of the total voting power of the Issuer's Common Stock outstanding immediately following the initial public distribution.
- F9. These Subject Securities were held by RedemptionCo through its membership interest in the Sponsor immediately prior to the SPARC Membership Transfer. As a result of the SPARC Membership Transfer, RedemptionCo no longer holds any membership interest in the Sponsor or Subject Securities.
- F10. These Subject Securities are held by the Pershing Square Affiliated Funds through their membership interest in the Sponsor.
- F11. Reflects securities acquirable by the Pershing Square Affiliated Funds in connection with that certain committed forward purchase agreement ("Committed Forward Purchase Agreement"), dated September 29, 2023, between the Issuer and the Pershing Square Affiliated Funds. Pursuant to the Committed Forward Purchase Agreement, the Pershing Square Affiliated Funds are obligated to purchase, in one or more private placements to occur simultaneously with the closing of the Issuer's business combination, at least $250,000,000 and up to $1,000,000,000 of common shares of the surviving entity of the Issuer's business combination based upon the final exercise price (the "Final Exercise Price") of the Issuer's subscription warrants, referred to as SPARs, which will be publicly announced in connection with the business combination and which will be at least $10.00.
- F12. (Continued from Footnote 11) For purposes of this Form 4, the Reporting Persons have assumed a Final Exercise Price equal to $10.00 and therefore the Pershing Square Affiliated Funds will be obligated to purchase 250,000 forward purchase shares ("Forward Purchase Shares") of the Issuer, at a price of $10.00 per Forward Purchase Share. The obligation of the Pershing Square Affiliated Funds to purchase the Forward Purchase Shares may be allocated among the Pershing Square Affiliated Funds from time to time. The Forward Purchase Shares will generally not be transferable, assignable or salable until 180 days after the consummation of the Issuer's business combination.
- F13. Reflects securities acquirable by SPARC Master LP in connection with that certain additional forward purchase agreement ("Additional Forward Purchase Agreement"), dated September 29, 2023, between the Issuer and SPARC Master LP. Pursuant to the Additional Forward Purchase Agreement, SPARC Master LP has the right, but not the obligation, to purchase, in one or two tranches, a number of common shares of the surviving entity of the Issuer's business combination up to an amount equal to $3,500,000,000 less the amount obligated to be purchased by the Pershing Square Affiliated Funds pursuant to the Committed Forward Purchase Agreement.
- F14. (Continued from Footnote 13) For purposes of this Form 4, the Reporting Persons have assumed a Final Exercise Price equal to $10.00 and therefore SPARC Master LP will have the right, but not the obligation, to purchase up to 3,250,000 additional forward purchase shares ("Additional Forward Purchase Shares") of the Issuer, at a price of $10.00 per Additional Forward Purchase Share. SPARC Master LP's right to purchase the Additional Forward Purchase Shares may be transferred, in whole or in part, to any entity that is managed by PSCM, but not to third parties. The Additional Forward Purchase Shares will generally not be transferable, assignable or salable until 180 days after the consummation of the Issuer's business combination.
- F15. Prior to the Issuer's initial public distribution, the Sponsor purchased, in a private placement, an aggregate of $35,892,480 of sponsor warrants ("Sponsor Warrants"), which will be exercisable, in the aggregate, for a number of shares up to 4.95% of the outstanding shares (on a fully diluted basis) of the post-combination company, at a per share exercise price equal to 120% of the Final Exercise Price. The actual percentage of shares on a fully diluted basis into which the Sponsor Warrants are exercisable will depend on and be decreased ratably in the event that (1) the aggregate funds raised at the closing of the business combination from the exercise of the SPARs and the amount purchased by SPARC Master LP pursuant to the Additional Forward Purchase Agreement, if any, is less than (2) the amount of funds that would have been raised if 100% of the issued SPARs had been exercised at the closing of the business combination.
- F16. (Continued from Footnote 15) The Sponsor Warrants will generally not be transferable, assignable or salable until three years after the consummation of the Issuer's business combination, and expire 10 years after the date of the Issuer's business combination.
Key Figures
Sponsor membership interest transferred: 1.8%
Cash consideration: $806,976.20
Committed Forward Purchase Agreement: At least $250,000,000 and up to $1,000,000,000
+3 more
6 metrics
Sponsor membership interest transferred
1.8%
Transferred from PS Redemption, L.P. to Pershing Square Holdings, Ltd. on November 3, 2026.
Cash consideration
$806,976.20
Consideration for the Sponsor membership interest transfer.
Committed Forward Purchase Agreement
At least $250,000,000 and up to $1,000,000,000
Obligation of the Pershing Square Affiliated Funds for common shares in the surviving entity.
Forward Purchase Shares
250,000 shares
At an assumed Final Exercise Price of $10.00 per share.
Assumed Final Exercise Price
$10.00 per share
Assumption used for the 250,000 Forward Purchase Shares.
Additional Forward Purchase Shares
Up to 3,250,000 shares
SPARC Master LP’s right, but not obligation, at an assumed $10.00 per share.
Key Terms
SPARC Membership Transfer, Committed Forward Purchase Agreement, Final Exercise Price, Additional Forward Purchase Agreement, +1 more
5 terms
SPARC Membership Transfer technical
"in connection with the ongoing liquidation of RedemptionCo"
Committed Forward Purchase Agreement financial
"that certain committed forward purchase agreement"
Final Exercise Price financial
"based upon the final exercise price"
Additional Forward Purchase Agreement financial
"that certain additional forward purchase agreement"
fully diluted basis financial
"up to 4.95% of the outstanding shares (on a fully diluted basis)"
A fully diluted basis counts every share that could exist if all outstanding options, warrants, convertible securities and other rights were exercised or converted into common stock, showing the maximum number of shares outstanding. For investors this matters because it spreads ownership and earnings across that larger share count, like slicing a pie into every possible piece before deciding how big each investor’s slice will be, which affects per-share value and ownership percentage.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What transaction did PS report on November 3, 2026?
A 1.8% membership interest in Pershing Square SPARC Sponsor, LLC was transferred from PS Redemption, L.P. to Pershing Square Holdings, Ltd. for $806,976.20 in cash consideration. The transfer did not change the Sponsor’s aggregate ownership of common stock or Sponsor Warrants. No Rule 10b5-1 plan is reported.
What forward purchase commitments and rights are reported for PS?
Under the Committed Forward Purchase Agreement, the Pershing Square Affiliated Funds are obligated to purchase at least $250,000,000 and up to $1,000,000,000 of common shares in the surviving entity, based on a Final Exercise Price of at least $10.00. The stated assumption of a $10.00 Final Exercise Price corresponds to 250,000 shares. Separately, SPARC Master LP may purchase up to 3,250,000 additional shares at $10.00, but is not obligated to do so.
AI-generated analysis. How Rhea-AI works. Not financial advice.
