ISRAEL RYAN 4
4 · PERSHING SQUARE INC. · Filed May 4, 2026
Research Summary
AI-generated summary of this filing
PERSHING SQUARE (PS) CIO Israel Ryan Receives 23.6M-Unit Award
What Happened
Israel Ryan, Chief Investment Officer and a director of Pershing Square Inc. (PS), received a grant of 23,576,358 unvested "M Units" on April 28, 2026. These M Units are derivative awards that may be redeemed one-for-one for Issuer common stock upon vesting (subject to adjustments). Separately, on April 30, 2026, Ryan had a disposition to the issuer of 667,614 shares (reported at $0.00, reflecting a contribution to the Issuer) and an other acquisition of 100,000 shares in connection with the combined IPO transactions.
Key Details
- Transaction dates and reported prices:
- 2026-04-28: Grant (Code A) — 23,576,358 M Units (derivative grant; no per-share price reported).
- 2026-04-30: Disposition to issuer (Code D) — 667,614 shares @ $0.00 (contributed to issuer).
- 2026-04-30: Other acquisition/disposition (Code J) — 100,000 shares acquired (price not applicable / N/A).
- Shares owned after transaction: Not specified in the filing.
- Notable footnotes:
- The transactions relate to a combined IPO transaction between Pershing Square Inc. and Pershing Square USA, Ltd.; certain parties (including Ryan) made pro rata Purchase Price Adjustment Contributions of Issuer stock (F1–F3).
- The 23.6M M Units were granted pro rata based on prior PSPG interests, are unvested and subject to a multi-year vesting schedule (6.25%/yr years 1–4, 8.33%/yr years 5–7, 16.67%/yr years 8–10) (F4).
- Upon vesting each M Unit may be redeemed for Issuer common stock on a one-for-one basis (subject to adjustments); redemption rights do not expire (F5–F6).
- The grant was board-approved in accordance with Rule 16b-3.
- Filing timing: Form filed May 4, 2026 covering April 28–30 transactions. Forms are typically due within two business days of a reportable transaction; investors may note the filing date when reviewing timeliness.
Context: The largest item is a long-term, unvested derivative award (M Units) rather than an immediate open-market purchase or sale. M Units vest over many years and convert to common shares only upon vesting/redemption, so this is a long-term compensation/ownership mechanism rather than an immediate stock purchase or sale. The April 30 entries reflect internal structuring tied to the IPO and purchase-price adjustment mechanics, not a typical cash sale to a third party.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2]2026-04-30−667,614→ 9,044,214 total - Other
Common Stock
[F1][F3]2026-04-30+100,000→ 9,144,214 total - Award
M Units of Pershing Square Partner Group, LLC
[F4][F5][F6]2026-04-28+23,576,358→ 23,576,358 total→ Common Stock (21,955,663 underlying)
Footnotes (6)
- [F1]On 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 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 of PSUS's Common Shares of Beneficial Interest ("PSUS Common Shares") (collectively, the "combined transaction").
- [F2]Pursuant 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.
- [F3]Reflects the acquisition of Issuer common stock in connection with the combined IPO. In connection with the PS IPO, each initial investor acquired 1 share of Issuer common stock for no additional consideration for every 5 PSUS Common Shares that the investor purchased in the PSUS IPO.
- [F4]These 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. The M Units are unvested and subject to vesting and forfeiture. The standard vesting schedule for M Units provides for vesting (i) 6.25% each year during years 1 to 4, (ii) 8.33% each year during years 5 to 7, and (iii) 16.67% each year during years 8 to 10. The grant was approved by the board of directors of the Issuer in accordance with Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
- [F5]Upon vesting, each M Unit may be redeemed by the holder, subject to certain conditions, for shares of Issuer common stock held by PSPG on a one-for-one basis, subject to certain adjustments pursuant to the terms approved by the board of directors of the Issuer. These redemption rights do not expire.
- [F6]Reflects the pro rata adjustment, pursuant to PSPG's governing document in connection with its Purchase Price Adjustment Contribution, of the number of shares of Issuer common stock for which each M unit may be redeemed.