Gonnella Michael 4
4 · PERSHING SQUARE INC. · Filed May 4, 2026
Research Summary
AI-generated summary of this filing
Pershing Square CFO Michael Gonnella Receives 5.6M-Unit Award
What Happened
- Michael Gonnella, Chief Financial Officer of Pershing Square Inc. (PS), received a grant of 5,598,461 M Units of Pershing Square Partner Group, LLC (PSPG) on April 28, 2026 (reported as a derivative award). These M Units are unvested and convertible/redeemable for Issuer common stock on a one-for-one basis subject to vesting and other conditions.
- In connection with the combined IPO transaction completed April 30, 2026, 192,426 Issuer shares were contributed/disposed back to the Issuer (reported at $0.00), and the filing also reports an acquisition of 20,000 Issuer shares (date April 30, 2026; consideration reported as N/A).
Key Details
- Transaction dates/prices:
- 2026-04-28: Grant (A) — 5,598,461 M Units (derivative); price N/A.
- 2026-04-30: Disposition to issuer (D) — 192,426 shares @ $0.00 (contributed back in connection with combined IPO).
- 2026-04-30: Other acquisition (J) — 20,000 shares; consideration N/A (related to combined IPO).
- Shares owned after transaction: Not specified in the Form 4 filing.
- Notable footnotes:
- 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.
- M Units were granted pro rata, are unvested, follow a multi-year vesting schedule (6.25%/yr years 1–4; 8.33%/yr years 5–7; 16.67%/yr years 8–10), and, upon vesting, may be redeemed one-for-one for Issuer common stock (redemption rights do not expire).
- Grant was approved under Rule 16b-3. Pro rata adjustments apply to the number of shares for which each M Unit may be redeemed.
- Filing timeliness: Form filed May 4, 2026 for transactions on April 28 and April 30 — submitted more than two business days after the transactions (appears late).
Context
- The large grant is a derivative (M Units) award tied to PSPG membership interests and is unvested — not an immediate open-market purchase of stock. Upon vesting, M Units convert/redeem into Issuer common stock under specified terms.
- The 192,426-share disposition reported at $0 reflects a contribution/adjustment related to the combined IPO structure, not a public sale; the 20,000-share acquisition is also tied to the combined IPO mechanics.
- These filings document corporate reorganization/IPO-related transfers and an internal award rather than a routine open-market buy or sell.
Insider Transaction Report
Form 4
Gonnella Michael
Chief Financial Officer
Transactions
- Disposition to Issuer
Common Stock
[F1][F2]2026-04-30−192,426→ 2,606,804 total - Other
Common Stock
[F1][F3]2026-04-30+20,000→ 2,626,804 total - Award
M Units of Pershing Square Partner Group, LLC
[F4][F5][F6]2026-04-28+5,598,461→ 5,598,461 total→ Common Stock (5,213,610 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, attorney-in-fact|2026-05-04