ISRAEL RYAN 4

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.