Pershing Square Partner Group LLC 4
4 · PERSHING SQUARE INC. · Filed May 4, 2026
Research Summary
AI-generated summary of this filing
Pershing Square (PS) 10% Owner Pershing Square Partner Group LLC Disposes Shares
What Happened
- Pershing Square Partner Group LLC (PSPG), a 10% owner of Pershing Square Inc. (PS), recorded two related transactions tied to a combined transaction completed April 30, 2026. PSPG disposed 13,603,657 Issuer common shares to the issuer (reported at $0) on April 30, 2026. Separately, PSPG reported a disposition-type derivative adjustment of 197,893,356 shares on April 28, 2026 (reported as a derivative/other disposition, code J / N/A value).
- The filings reflect a corporate transaction (an IPO and concurrent private placements for PS and Pershing Square USA, Ltd.) and PSPG’s related Purchase Price Adjustment Contribution — PSPG contributed Issuer common stock equal to shares issued in that combined transaction.
Key Details
- Transaction dates: April 28, 2026 (derivative adjustment of 197,893,356 shares, code J) and April 30, 2026 (disposition of 13,603,657 shares to issuer, code D).
- Prices/values reported: 13,603,657 shares disposed to issuer at $0 (reported proceeds $0); the 197,893,356-share entry is a derivative adjustment with no dollar amount (N/A).
- Shares owned after transaction: not specified in the filing for PSPG (the Form 4 reports the transactions and adjustments but does not list a clear post-transaction beneficial ownership total).
- Notable footnotes: (1) The transactions arose from a combined IPO and private placement for the Issuer and PSUS; (2) PSPG made a Purchase Price Adjustment Contribution of issuer shares equal to shares issued in the combined transaction; (3) the filing also documents grants and redemption mechanics for PSPG “M Units” that convert one-for-one into issuer shares upon vesting and were pro rata adjusted in connection with the contribution.
- Filing timeliness: filing dated May 4, 2026 covering April 28/30, 2026 transactions (the Form 4 does not state any timeliness exception).
Context
- The larger 197.9M-share line is a derivative/structural adjustment tied to PSPG’s internal M Units and the purchase-price adjustment mechanics — not an open-market sale to third parties. The 13.6M-share entry reflects shares returned/transferred to the issuer as part of the corporate transaction.
- PSPG is a major investor and, per the filing remarks, its managers (including board members such as William A. Ackman) exercise control ties to the Issuer; this filing documents institutional/transactional reorganization rather than routine insider trading.
Insider Transaction Report
Form 4
Pershing Square Partner Group LLC
Director10% Owner
Transactions
- Disposition to Issuer
Common Stock
[F1][F2]2026-04-30−13,603,657→ 184,289,699 total - Other
M Units of PSPG (Obligation to Deliver)
[F3][F4][F5][F6]2026-04-28−197,893,356→ 197,893,356 total→ Common Stock (184,289,699 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 and a concurrent private placement (the "PS Private Placement") of Issuer common stock and (ii) an initial public offering 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 (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, PSPG and other parties thereto 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]These M Units ("M Units") of Pershing Square Partner Group, LLC ("PSPG") were granted on April 28, 2026 to the applicable personnel of the Issuer, including its named executive officers, pursuant to an amendment of PSPG's governing document on a pro rata basis of each recipient's prior interest in PSPG. 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 (the "Exchange Act").
- [F4]The M Units held by William A. Ackman are fully vested and not subject to vesting or forfeiture, and the M Units of each other holder are 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. One holder has a condensed vesting schedule, which follows the aforementioned schedules for years 1 to 4, except all remaining unvested M Units vested at the end of year 5.
- [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
PERSHING SQUARE PARTNER GROUP, LLC, By: PERSHING SQUARE MANAGEMENT, LLC, its Managing Member, By: /s/ William A. Ackman, Member and Chief Executive Officer|2026-05-04