Pershing Square Partner Group LLC 4

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.