Gonnella Michael 4

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.