None of PSTH's directors nor its Sponsor has received or been promised any compensation of any kind.

Judge as of 19 August 2021 against PSTH's SEC filings (S-1/prospectus, 10-K, 10-Qs, proxy statements). Here "compensation" means fees, salaries, cash, shares, warrants or other value given or promised to a director or to the Sponsor for their service, not instruments the Sponsor bought at a disclosed price. True: the filings show that no director has received or been promised cash fees, shares, warrants or other pay, and that the Sponsor has received no fees, promote shares or other consideration beyond securities it bought at a disclosed price (for example sponsor warrants bought for cash). Ordinary reimbursement of out-of-pocket expenses does not count. Mostly true: the claim holds except for a trivial item (for example a nominal item disclosed as non-compensatory). Mostly false: the filings show some compensation or promised compensation to directors or the Sponsor (for example warrants or shares granted to directors, or sponsor warrants that the filings describe as compensation or that were priced well below fair value), even if small compared with a typical SPAC promote. False: the filings show substantial compensation or promised compensation to the directors or the Sponsor.

Set before the research began.

1. E1 8-K U.S. Securities and Exchange Commission (filed by Pershing Square Tontine Holdings, Ltd.) · 30 July 2020 Own record

   “Also substantially concurrently with the closing of the IPO, the Company completed the sales, in private placements, of the director warrants (the “Director Warrants”) to the Company’s independent directors at an aggregate purchase price of, and generating gross proceeds to the Company of, $2,837,500.”

2. E2 8-K U.S. Securities and Exchange Commission (filed by Pershing Square Tontine Holdings, Ltd.) · 30 July 2020 Own record

   “Substantially concurrently with the closing of the IPO, the Company completed the sale, in a private placement, of the sponsor warrants (the “Sponsor Warrants”), to the Company’s sponsor, Pershing Square TH Sponsor, LLC (the “Sponsor”), at an aggregate price of, and generating gross proceeds to the Company of, $65,000,000.”

3. E3 Two More SPACs Hit With ‘Reform’ Lawsuits From the Plaintiff Suing Pershing Square Tontine Institutional Investor · 25 August 2021

   “The complaint against Tontine focuses, instead, on warrants issued to directors of the company and Pershing Square.”

4. E4 10-K - SEC.gov U.S. Securities and Exchange Commission (filed by Pershing Square Tontine Holdings, Ltd.) · 30 March 2021 Own record

   “In such case, our Public Stockholders may only receive $20.00 per share, our Distributable Redeemable Warrants, Sponsor Warrants and Director Warrants will expire worthless, and no Distributable Tontine Redeemable Warrants will have been distributed.”

PSTH's 8-K filings record that the Sponsor Warrants were sold to the Sponsor in a private placement for an aggregate $65,000,000 (E2), and that the Director Warrants were sold to the independent directors for an aggregate $2,837,500 (E1). These are instruments bought at disclosed prices, which the criteria exclude from "compensation". The 10-K says these warrants would expire worthless if no deal closes (E4), so they were at-risk purchases. E3 reports a lawsuit alleging the warrants were compensation, but that is an allegation by the suit, not a finding in the filings. None of the evidence shows fees, salaries, promote shares or below-fair-value pricing, so the filings provided support the claim.