Sachem Head Reports 9.99% Of Ionic Digital, Held At The Cap By A Warrant Lock-Down Election
A 13G amendment counts 50,125 warrant shares toward a 4,500,125-share stake; 855,533 more are excluded by the warrants' ownership limit.
Sachem Head Capital Management LP reported owning 9.99% of Ionic Digital's Class A common stock, or 4,500,125 shares, in a Schedule 13G amendment filed Friday. The filing, a passive ownership disclosure, says a cap written into the fund warrants keeps the figure from going higher.
What the amendment reports
The filing is Amendment No. 1, with a date of event of September 30, 2026. It names four reporting persons: Sachem Head, Uncas GP LLC, Sachem Head GP LLC and Scott D. Ferguson. Each reports shared voting power and no sole voting power.
Sachem Head, Uncas GP and Ferguson each show 9.99% and 4,500,125 shares. Sachem Head GP separately shows 3,180,125 shares, or 7.1% of the class. The filing says Sachem Head GP's figure assumes all 50,125 warrant shares come from warrants held by two of the funds, Sachem Head LP and Sachem Head Master LP.
As of September 30, the Sachem Head Funds held 4,450,000 Class A shares. Of those, 2,264,150 came from the automatic conversion of Series A Convertible Preferred Stock when Ionic Digital listed directly, and the rest were bought in open market transactions. The funds also hold warrants for 905,658 shares.
How the cap works
Section 2.3 of each warrant bars exercise if it would leave the holder, with affiliates, owning more than 9.99% of the outstanding Class A stock. Each fund has also delivered a written Lock-Down Election, which the filing says irrevocably fixes that limit against increase or waiver for as long as the fund or an affiliate holds the warrants.
Because of the limit, each reporting person's count includes only 50,125 of the warrant shares. It leaves out the other 855,533 (587,975 in Sachem Head GP's case). Percentages use 44,996,175 shares outstanding as of August 25, 2026, per Ionic Digital's quarterly report for the period ended June 30, 2026, plus those 50,125 shares.
The filers certify the securities were not acquired or held to change or influence control of the issuer. They also say the filing should not be read as an admission that any of them is a beneficial owner under Section 13.
What it means for holders
The stake cannot rise through warrant exercise while the lock-down stays in place, so the other 855,533 warrant shares remain outside the reported total. Ionic Digital shares closed Friday at $79.15, down 0.30%, for a market value of $3.6 billion (market data).
The warrants cover 905,658 shares in all, and the filing counts only 50,125 of them toward the stake.
