02/24/2026 | Press release | Distributed by Public on 02/24/2026 20:37
|
FORM 3
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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 |
|
|
||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| 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. | |||
|
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Put Option (right to sell) | (2) | 03/20/2026 | Common Stock | 60,000 | $110 | I | See footnote(1) |
| Put Option (obligation to buy) | (2) | 03/20/2026 | Common Stock | 1,744,800 | $110 | I | See footnote(1) |
| Put Option (obligation to buy) | (2) | 03/20/2026 | Common Stock | 436,700 | $120 | I | See footnote(1) |
| Put Option (obligation to buy) | (2) | 03/20/2026 | Common Stock | 679,300 | $125 | I | See footnote(1) |
| Put Option (obligation to buy) | (2) | 03/20/2026 | Common Stock | 255,000 | $130 | I | See footnote(1) |
| Put Option (obligation to buy) | (2) | 03/20/2026 | Common Stock | 5,400 | $150 | I | See footnote(1) |
| Call Option (obligation to sell) | (2) | 03/20/2026 | Common Stock | 60,000 | $150 | I | See footnote(1) |
| Call Option (obligation to sell) | (2) | 03/20/2026 | Common Stock | 1,113,800 | $150 | I | See footnote(1) |
| Call Option (obligation to sell) | (2) | 03/20/2026 | Common Stock | 100,000 | $240 | I | See footnote(1) |
| Call Option (obligation to sell) | (2) | 03/20/2026 | Common Stock | 1,230,300 | $260 | I | See footnote(1) |
| Call Option (obligation to sell) | (2) | 03/20/2026 | Common Stock | 615,000 | $270 | I | See footnote(1) |
| Call Option (obligation to sell) | (2) | 03/20/2026 | Common Stock | 835,000 | $280 | I | See footnote(1) |
| Call Option (obligation to sell) | (2) | 03/20/2026 | Common Stock | 370,000 | $290 | I | See footnote(1) |
| Call Option (obligation to sell) | (2) | 03/20/2026 | Common Stock | 10,000 | $310 | I | See footnote(1) |
| Cash-Settled Total Return Swap(3)(9) | (2) | 10/15/2027 | Common Stock | 1,700,000 | (3) | I | See footnote(1) |
| Cash-Settled Total Return Swaps(4)(9) | (2) | 04/15/2027 | Common Stock | 1,833,910 | (4) | I | See footnote(1) |
| Cash-Settled Total Return Swaps(5)(9) | (2) | 08/04/2027 | Common Stock | 11,775 | (5) | I | See footnote(1) |
| Cash-Settled Total Return Swaps(6)(9) | (2) | 01/25/2027 | Common Stock | 200 | (6) | I | See footnote(1) |
| Cash-Settled Total Return Swaps(7)(9) | (2) | 10/08/2027 | Common Stock | 4,926,815 | (7) | I | See footnote(1) |
| Cash-Settled Total Return Swaps(8)(9) | (2) | 09/01/2028 | Common Stock | 1,625,773 | (8) | I | See footnote(1) |
| Cash-Settled Total Return Swaps(8)(9) | (2) | 03/03/2028 | Common Stock | 24,227 | (8) | I | See footnote(1) |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
|
Pentwater Capital Management LP 1001 10TH AVENUE SOUTH, SUITE 216 NAPLES, FL 34102 |
X | |||
| Pentwater Capital Management LP, By: /s/ MCH PWCM Holdings Inc., General Partner, By: Matthew Halbower, Chief Executive Officer | 02/24/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Matthew Halbower | 02/24/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(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) | This Form 3 is filed by Pentwater Capital Management LP ("PCM") and Matthew Halbower ("Mr. Halbower") (collectively, the "Reporting Persons") with respect to securities held by certain funds (the "Pentwater Funds") to which PCM serves as investment adviser. Mr. Halbower is the sole shareholder of MCH PWCM Holdings Inc., the general partner of PCM. Each of the foregoing disclaims beneficial ownership in the securities reported on this Form 3 except to the extent of its or his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| (2) | Exercisable at any time. |
| (3) | The Pentwater Funds previously entered into certain cash-settled total return swap agreements with an unaffiliated third-party financial institution with reference prices ranging from $86.3952 to $160.438267. |
| (4) | The Pentwater Funds previously entered into certain cash-settled total return swap agreements with an unaffiliated third-party financial institution with reference prices ranging from $69.6485 to $167.5098. |
| (5) | The Pentwater Funds previously entered into certain cash-settled total return swap agreements with an unaffiliated third-party financial institution with reference prices ranging from $118.05 to $161.2783. |
| (6) | The Pentwater Funds previously entered into certain cash-settled total return swap agreements with an unaffiliated third-party financial institution with a reference price of $121.2708. |
| (7) | The Pentwater Funds previously entered into certain cash-settled total return swap agreements with an unaffiliated third-party financial institution with reference prices ranging from $57.0355 to $203.88. |
| (8) | The Pentwater Funds previously entered into certain cash-settled total return swap agreements with an unaffiliated third-party financial institution with reference prices ranging from $59.48 to $155.4712. |
| (9) | The swap agreements shall continue until terminated as elected by the parties and currently have an initial reference termination date as set forth in column (2). The swap agreements provide the Pentwater Funds with economic results that are comparable to the economic results of ownership but do not provide them or the Reporting Persons with the power to vote or direct the voting or dispose of or direct the disposition of the shares that are referenced in the swap agreements (such shares, the "Subject Shares"). The Reporting Persons disclaims beneficial ownership of the Subject Shares except to the extent of its or his pecuniary interest therein, if any. |