Coussin Halit 4
4 · PERSHING SQUARE INC. · Filed May 4, 2026
Research Summary
AI-generated summary of this filing
Pershing Square CLO Coussin Halit Receives 6.98M Share Award
What Happened
- Coussin Halit, CLO, CCO and a director of Pershing Square Inc. (PS), was granted 6,984,161 M Units of Pershing Square Partner Group, LLC (a derivative award redeemable for issuer common stock) on 2026-04-28. These M Units are unvested and convert into Issuer common stock on a one-for-one basis upon vesting (see vesting schedule below).
- In connection with the combined IPO transactions completed April 30, 2026, the filing also reports a disposition to the issuer of 197,771 shares (reported at $0.00) and an other acquisition of 40,000 shares on April 30, 2026. The disposition appears to reflect a contribution/adjustment tied to the Purchase Price Adjustment Agreement and the combined IPO mechanics, not a cash market sale.
Key Details
- Grant (A): 6,984,161 M Units (derivative award) on 2026-04-28; price N/A (unvested).
- Disposition to issuer (D): 197,771 shares on 2026-04-30 at $0.00 (reported value $0).
- Other acquisition/disposition (J): 40,000 shares on 2026-04-30; price N/A.
- Vesting: M Units are unvested. Standard vesting schedule: 6.25% yearly years 1–4, 8.33% yearly years 5–7, and 16.67% yearly years 8–10.
- Redemption: Upon vesting each M Unit may be redeemed one-for-one for Issuer common stock held by PSPG, subject to certain adjustments; redemption rights do not expire.
- Transaction context: The transactions relate to a combined IPO (Pershing Square Inc. and Pershing Square USA, Ltd.) and a Purchase Price Adjustment Contribution by PSPG and related parties. Per the filing, initial investors in the PS IPO received Issuer common stock in connection with PSUS IPO purchases (see footnotes).
- Shares owned after transaction: Not specified in this Form 4 (filing does not list total post-transaction beneficial ownership).
- Filing timeliness: The Form 4 was filed 2026-05-04 for transactions dated 2026-04-28 and 2026-04-30 (filed more than two business days after the principal transaction date).
Context
- These M Units are a derivative compensation grant (award), not an open-market purchase. Because they are unvested and subject to a long multi-year vesting schedule, they represent future potential share issuance rather than immediate stock ownership.
- The disposition to the issuer was reported at $0 and appears tied to IPO-related purchase price adjustment mechanics (contributions), so it should not be read as a routine cash sale.
- For retail investors, awards and IPO-related adjustments are informational about management compensation and structural changes in ownership; purchases or open-market buys usually carry more direct signals about insider sentiment.
Insider Transaction Report
Form 4
Coussin Halit
DirectorCLO; CCO
Transactions
- Disposition to Issuer
Common Stock
[F1][F2]2026-04-30−197,771→ 2,679,219 total - Other
Common Stock
[F1][F3]2026-04-30+40,000→ 2,719,219 total - Award
M Units of Pershing Square Partner Group, LLC
[F4][F5][F6]2026-04-28+6,984,161→ 6,984,161 total→ Common Stock (6,504,053 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.
Signature
By: /s/ Halit Coussin|2026-05-04