Ackman William aDirector · CEO & Chairman · 10% owner
WAA Management LLC10% owner
4
Filed May 4, 2026Period of report Apr 28, 20260001140361-26-018949
| Transaction | Security | Shares | Price | ValueValue (shares × price) | Held after | Ownership |
|---|---|---|---|---|---|---|
PurchaseApr 30, 2026 | Common StockF3F4 | 81,762 | $22.609 | $1.85M | 781,762 | Direct |
PurchaseApr 30, 2026 | Common StockF3F5 | 659,540 | $23.875 | $15.75M |
Filing footnotes · 17
- F1On April 30, 2026, the Issuer and Pershing Square USA, Ltd. ("PSUS") completed a combined transaction, consisting of (i) an initial public offering (the "PS IPO") and a concurrent private placement (the "PS Private Placement") of Issuer common stock and (ii) an initial public offering (the "PSUS IPO" and together with the PS IPO, the "combined IPO") and a concurrent private placement (the "PSUS Private Placement" and together with the PS Private Placement, the "combined private placement") of PSUS's Common Shares of Beneficial Interest ("PSUS Common Shares") (collectively, the "combined transaction").
- F10Reflects the acquisition of Issuer common stock in connection with the combined private placement. In connection with the PS Private Placement, each initial investor acquired 1.5 shares of Issuer common stock for no additional consideration for every 5 PSUS Common Shares that the investor purchased in the PSUS Private Placement.
- F11The Reporting Person may be deemed to be the beneficial owner of these shares for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Reporting Person disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein.
- F12Reflects shares directly held by WAA Management LLC, of which the Reporting Person is the sole manager.
- F13Pursuant to the Amended and Restated Purchase Price Adjustment Agreement (the "A&R Purchase Price Adjustment Agreement") by and among the Issuer, Pershing Square Partner Group, LLC ("PSPG") and the other parties thereto (including the Reporting Person), PSPG and other parties thereto (including the Reporting Person) contributed Issuer common stock to the Issuer in an aggregate amount equal to the number of shares of Issuer common stock issued in connection with the combined transaction. Each party's contribution ("Purchase Price Adjustment Contribution") corresponds to such party's pro rata share of the aggregate number of shares of Issuer common stock held by the parties as of immediately prior to the completion of the combined transaction.
- F14Reflects shares directly held a grantor retained annuity trust, of which the Reporting Person is the trustee.
- F15These M Units ("M Units") of PSPG were granted to the Reporting Person pursuant to an amendment of PSPG's governing document on a pro rata basis of the Reporting Person's prior interest in PSPG on April 28, 2026. These M Units are fully vested. The grant was approved by the board of directors of the Issuer in accordance with Rule 16b-3 under the Exchange Act.