Lamotte Nicholas M 4

What Happened
Nicholas M. Lamotte, a director of Pershing Square Inc. (PS), was reported on Form 4 as acquiring a total of 904,000 shares on April 30, 2026 — 600,000 shares reported as a grant/award (code A) and 304,000 shares reported as another acquisition (code J). The shares were issued in connection with a combined transaction between Pershing Square Inc. and Pershing Square USA, Ltd. (PSUS) involving IPOs and concurrent private placements; the new PS shares were issued for no additional consideration (no cash price per share reported).

Key Details

• Transaction date: 2026-04-30; Form 4 filed 2026-05-04 (filed 4 days after the transaction; Form 4s are generally due within 2 business days, so this appears later than typical).
• Shares acquired: 600,000 (award/grant, code A) + 304,000 (other acquisition, code J) = 904,000 total. Price: N/A — issued as supplemental shares tied to the PSUS offering (no additional consideration).
• How issuance worked: In the combined transactions, initial investors received free PS shares based on their PSUS purchases — 1.5 PS shares per 5 PSUS shares in the private placement and 1 PS share per 5 PSUS shares in the IPO (footnotes).
• Reported ownership: Some shares are directly held by Consulta Master Fund LP and Consulta SPV II, LP (footnotes). Lamotte is Executive Chairman of Consulta Limited (the manager of those funds) and may be deemed to share voting/dispositive power; he disclaims beneficial ownership except to the extent of pecuniary interest.

Context
These were not open-market purchases but issuance of bonus/allocative shares tied to the combined IPO/private placement structure. The filing indicates institutional/manager relationships (Consulta funds) rather than a straightforward personal cash purchase; such allocations reflect fundraising mechanics more than a direct personal investment decision.