Key facts
- This page summarizes Pershing Square Capital Management, L.P.'s Form 4 filing for Pershing Square SPARC Holdings, Ltd./DE.
- 4 reported transactions and 24 derivative rows are listed below.
- Accepted by SEC: 05 Nov 2026, 17:08.
Key filing fact
Ownership activity is grounded in SEC Form 4 disclosures.
Shares, units, or other non-derivative securities reported in this filing.
Sale
Sale
Sale
Sale
Sale
Sale
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
Sale
Sale
Sale
Sale
Sale
Sale
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
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Additional SEC filing notes
Footnote 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").
Footnote 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").
Footnote 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.
Footnote 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.
Footnote 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.
Footnote 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.
Footnote 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.
Footnote 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.
Footnote 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.
Footnote F10
These Subject Securities are held by the Pershing Square Affiliated Funds through their membership interest in the Sponsor.
Footnote 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.
Footnote 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.
Footnote 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.
Footnote 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.
Footnote 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.
Footnote 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.
SEC remarks
Mr. Ackman, a member of the board of directors of the Issuer, is acting in such capacity as a representative of the other Reporting Persons. As a result, each of those persons is a director by deputization for purposes of Section 16 of the Exchange Act.