Pershing Square CFO files initial ownership report
Pershing Square Inc. Chief Financial Officer Michael Gonnella filed an initial ownership report showing direct holdings of 2,799,206 shares of common stock.
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Form Type
3
Rhea-AI Filing Summary
Pershing Square Inc. Chief Financial Officer Michael Gonnella filed an initial ownership report showing direct holdings of 2,799,206 shares of common stock. He also holds M Units of Pershing Square Partner Group, LLC that are currently unvested and subject to a long-term vesting and forfeiture schedule.
The M Units were granted based on his prior interest in the LLC and, once vested, may be redeemed on a one-for-one basis for Pershing Square common stock held by the LLC, with no stated expiration of these redemption rights.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
Gonnella Michael
Role
Chief Financial Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | M Units of Pershing Square Partner Group, LLC | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
M Units of Pershing Square Partner Group, LLC — 5,598,413 contracts (Direct);
Common Stock — 2,799,206 shares (Direct)
Footnotes (2)
- F1. These M Units ("M Units") of Pershing Square Partner Group, LLC ("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.
- F2. 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.
Key Figures
Direct common stock holdings: 2,799,206 shares
Underlying shares from M Units: 5,598,413 shares
M Units vesting years 1–4: 6.25% per year
+3 more
6 metrics
Direct common stock holdings
2,799,206 shares
Total shares following transaction for common stock
Underlying shares from M Units
5,598,413 shares
Underlying Pershing Square common stock for M Units
M Units vesting years 1–4
6.25% per year
Standard vesting schedule for M Units in years 1–4
M Units vesting years 5–7
8.33% per year
Standard vesting schedule for M Units in years 5–7
M Units vesting years 8–10
16.67% per year
Standard vesting schedule for M Units in years 8–10
M Unit exercise price
$0.0000 per unit
Conversion or exercise price for M Units
Key Terms
M Units, vesting schedule, forfeiture, Rule 16b-3, +1 more
5 terms
M Units financial
"These M Units ("M Units") of Pershing Square Partner Group, LLC ("PSPG") were granted to the Reporting Person..."
vesting schedule financial
"The standard vesting schedule for M Units provides for vesting 6.25% each year during years 1 to 4..."
A vesting schedule is a timeline that determines when someone gains full ownership of certain benefits, such as company stock or retirement contributions. Think of it like earning the right to own a gift gradually over time, rather than receiving it all at once. It matters to investors because it affects when they can fully access or sell these benefits, influencing their financial planning and decision-making.
forfeiture financial
"The M Units are unvested and subject to vesting and forfeiture."
Rule 16b-3 regulatory
"The grant was approved by the board of directors of the Issuer in accordance with Rule 16b-3..."
Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.
beneficial ownership financial
"These M Units ... were granted to the Reporting Person pursuant to an amendment of PSPG's governing document..."
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did Pershing Square (PS) CFO Michael Gonnella report in this Form 3?
Michael Gonnella reported his initial beneficial ownership in Pershing Square. He directly holds 2,799,206 shares of common stock and unvested M Units of Pershing Square Partner Group, LLC that can eventually convert into additional Pershing Square common stock, subject to vesting conditions.
What are the M Units reported by Pershing Square (PS) CFO on the Form 3?
The M Units are equity-linked interests in Pershing Square Partner Group, LLC granted to the CFO. They are unvested, subject to vesting and forfeiture, and upon vesting each M Unit may be redeemed for one share of Pershing Square common stock held by the LLC, subject to adjustments.
How do the M Units for Pershing Square (PS) CFO vest over time?
The standard vesting schedule for the M Units is long term. They vest 6.25% per year in years 1–4, 8.33% per year in years 5–7, and 16.67% per year in years 8–10, with unvested units subject to forfeiture conditions.
Can Pershing Square (PS) M Units held by the CFO expire or lose redemption rights?
The filing states that, once vested, each M Unit may be redeemed for common stock and that these redemption rights do not expire. However, the M Units themselves are unvested initially and subject to vesting and forfeiture conditions under the approved terms.
Who approved the M Unit grant reported by the Pershing Square (PS) CFO?
The grant of M Units was approved by Pershing Square’s board of directors. It was made pursuant to an amendment of the LLC’s governing document and structured in accordance with Rule 16b-3 under the Securities Exchange Act of 1934, providing a compliant equity-based incentive.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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