Hakim Ben 4
4 · PERSHING SQUARE INC. · Filed May 4, 2026
Research Summary
AI-generated summary of this filing
PERSHING SQUARE (PS) President Hakim Ben Receives Award & Acquires Shares
What Happened Hakim Ben, President and Director of Pershing Square Inc. (PS), recorded multiple transactions tied to Pershing Square’s combined IPO/private placement and related purchase‑price adjustments. Key items: a grant of 10,098,060 derivative shares (reported as unvested “M Units”) on 2026-04-28, plus acquisitions on 2026-04-30 of 75,000 shares and 20,000 shares (different acquisition codes). On 2026-04-30 he also disposed of 231,388 shares to the issuer at $0 (surrendered). Most acquisitions were issued with no additional consideration per the combined IPO/private placement and adjustment agreements; the disposition was reported at $0.
Key Details
- Transaction dates: April 28, 2026 (derivative grant) and April 30, 2026 (two acquisitions and one disposition). Filing date: May 4, 2026 (filing appears late — marked L).
- Reported amounts:
- 10,098,060 derivative shares (grant, unvested M Units) on 04-28 (code A).
- 75,000 shares (grant/award) on 04-30 (code A).
- 20,000 shares (other acquisition) on 04-30 (code J).
- 231,388 shares disposed to issuer on 04-30 at $0 (code D).
- Prices/consideration: acquisitions reported as N/A or no additional consideration per the combined IPO/private placement; disposition to issuer reported at $0.
- Shares owned after transaction: not specified in the provided Form 4 excerpt.
- Notable footnotes:
- Transactions relate to a combined transaction of Pershing Square Inc. and Pershing Square USA, Ltd. (IPO and concurrent private placements) and a Purchase Price Adjustment Contribution by Pershing Square Partner Group, LLC (PSPG).
- The 10,098,060 derivative entry represents unvested “M Units” granted pro rata to the reporting person; M Units vest over 10 years (gradual schedule) and can be redeemed one‑for‑one for Issuer shares upon vesting, subject to adjustment.
- The 231,388 share disposition reflects contribution/surrender mechanics tied to the purchase price adjustment process.
- Timeliness: The Form 4 was filed May 4, 2026 for transactions on April 28 and 30 — this is after the typical 2 business‑day reporting window (filed late).
Context
- These entries are largely corporate reorganization/payment and award related (not open‑market buys/sells). The large derivative grant (M Units) is unvested and subject to a long vesting schedule, so it is not an immediate transfer of liquid shares.
- Surrenders to the issuer and no‑consideration issuances commonly reflect deal mechanics (purchase‑price adjustments and free shares issued with the IPO/private placement), and do not necessarily signal short‑term insider trading intent.
Insider Transaction Report
Form 4
Hakim Ben
DirectorPresident
Transactions
- Disposition to Issuer
Common Stock
[F1][F2]2026-04-30−231,388→ 3,134,632 total - Other
Common Stock
[F1][F3]2026-04-30+20,000→ 3,154,632 total - Award
Common Stock
[F1][F4]2026-04-30+75,000→ 3,229,632 total - Award
M Units of Pershing Square Partner Group, LLC
[F5][F6][F7]2026-04-28+10,098,060→ 10,098,060 total→ Common Stock (9,403,895 underlying)
Footnotes (7)
- [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 (the "PS 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 (the "PSUS Private Placement" and together with the PS Private Placement, the "combined 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]Reflects the acquisition of Issuer common stock in connection with the combined private placement. In connection with the PS Private Placement, each initial investor acquired 1.5 shares of Issuer common stock for no additional consideration for every 5 PSUS Common Shares that the investor purchased in the PSUS Private Placement.
- [F5]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.
- [F6]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.
- [F7]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.
Signature
By: /s/ Halit Coussin, attorney-in-fact|2026-05-04