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Pershing Square (NYSE: PS) insider gives 10M shares to charity they oversee

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

PERSHING SQUARE INC. (PS) reported an insider Form 4 in which William A. Ackman, through indirect ownership, made a bona fide gift of 10,000,000 shares of common stock on 2026-08-17 to The Ackman Oxman Institute (AOI), a charitable foundation where he and his spouse serve as directors and share voting and investment power. The transfer was for no consideration and is intended to support AOI’s long-term operations and charitable activities, and AOI agreed to the same lock-up restrictions as Ackman in connection with the initial public offering. One entry reports 1,500,000 shares of PS common stock held directly by Ackman after the reported transactions, and additional indirect holdings are reported through WAA Management LLC, a grantor retained annuity trust, a spouse-owned LLC, and family trusts, with Ackman disclaiming beneficial ownership except to the extent of any pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider ACKMAN WILLIAM A, WAA Management LLC
Role CEO & Chairman | 10% Owner
Type Security Shares Price Value
Gift Common Stock F1, F2, F3 10,000,000 $0.00 $0.00
holding Common Stock -- -- --
holding Common Stock F4 -- -- --
holding Common Stock F5, F7 -- -- --
holding Common Stock F6, F7 -- -- --
Holdings After Transaction: Common Stock — 82,825,763 shares (Indirect, See footnote); Common Stock — 1,500,000 shares (Direct); Common Stock — 482,929 shares (Indirect, See footnotes)
Footnotes (7)
  1. F1. Reflects a bona fide gift by the Reporting Person for no consideration to The Ackman Oxman Institute ("AOI"), a charitable foundation of which the Reporting Person and his spouse serve as directors and whose shares over which the Reporting Person and his spouse share voting and investment power, which will continue to be reported on the Reporting Person's Section 13 filings. The gift is intended to support the long-term operations and charitable activities of AOI.
  2. F2. As required by the lock-up agreement between the Reporting Person and the representatives of the underwriters in connection with the initial public offering of Issuer common stock, AOI agreed in writing to be bound by the same restrictions set forth therein. The transfer restrictions under the Issuer's Articles of Incorporation were released with respect to, and no longer apply to, these gifted shares. The Reporting Person does not have any pecuniary interest in, and disclaims beneficial ownership of, shares of Issuer common stock held by AOI for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
  3. F3. Reflects shares directly held by WAA Management LLC, of which the Reporting Person is the sole manager.
  4. F4. Reflects shares directly held by a grantor retained annuity trust, of which the Reporting Person is the trustee.
  5. F5. Reflects shares directly held by a limited liability company that is wholly owned by the Reporting Person's spouse.
  6. F6. Reflects shares directly held by trusts for the benefit of, or whose beneficiaries include, the Reporting Person's family members.
  7. F7. The Reporting Person may be deemed to be the beneficial owner of these shares for purposes of Rule 16a-1(a) under the Exchange Act. The Reporting Person disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein.
Shares gifted 10,000,000 shares of common stock Bona fide gift to The Ackman Oxman Institute on 2026-08-17
Gifts reported 1 Single bona fide gift transaction coded G in this Form 4
Direct holdings after transaction 1,500,000 shares of common stock Shares held directly by William A. Ackman following reported transactions
Gift consideration 0.0000 per share Gift to AOI was for no consideration, price field reported as 0.0000
Holding entries 4 Number of holding-only lines for indirect and direct positions
bona fide gift financial
"Reflects a bona fide gift by the Reporting Person for no consideration"
A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.
lock-up agreement financial
"As required by the lock-up agreement between the Reporting Person"
A lock-up agreement is a contract that prevents company insiders and early investors from selling their shares for a fixed period after a stock sale, often after an initial public offering. It matters to investors because it temporarily limits the number of shares that can hit the market, which can keep the share price steadier; when the lock-up ends, a sudden increase in available shares can create extra volatility, revealing insiders’ confidence or lack thereof.
grantor retained annuity trust financial
"Reflects shares directly held by a grantor retained annuity trust"
A grantor retained annuity trust (GRAT) is an estate-planning tool where the person who creates the trust transfers assets into it but receives fixed cash payments (an annuity) from the trust for a set number of years; whatever remains after that term passes to designated beneficiaries. It matters to investors because it can shift future appreciation of assets out of the creator’s taxable estate—like putting an asset into a timed vending machine that pays you fixed amounts while any extra value that grows inside the machine goes to heirs with reduced gift or estate tax consequences.
beneficial ownership financial
"The Reporting Person disclaims beneficial ownership of these shares"
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.
pecuniary interest financial
"disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest"

FAQ

What did William A. Ackman report on this Form 4 for PERSHING SQUARE INC. (PS)?

William A. Ackman reported a bona fide gift of 10,000,000 PS common shares to The Ackman Oxman Institute on 2026-08-17. The gift was made for no consideration and is intended to support AOI’s long-term operations and charitable activities.

Who received the 10,000,000 gifted PS shares from William A. Ackman?

The Ackman Oxman Institute (AOI), a charitable foundation, received 10,000,000 PS shares as a bona fide gift. Ackman and his spouse serve as directors of AOI and share voting and investment power over its shares, which remain reportable on Section 13 filings.

Does William A. Ackman retain economic interest in the PS shares held by AOI?

The filing states that Ackman does not have any pecuniary interest in PS shares held by AOI and disclaims beneficial ownership for Rule 16a-1(a) purposes. However, those shares will continue to be reported on his Section 13 filings as required.

How many PS shares does William A. Ackman hold directly after the reported transactions?

One line in the filing reports 1,500,000 PS common shares held directly by William A. Ackman following the transactions. Additional PS shares are reported as indirectly held through various entities and trusts associated with him and his family.

How do IPO lock-up restrictions apply to the gifted PS shares reported in this Form 4?

AOI agreed in writing to be bound by the same lock-up agreement as William A. Ackman from the PS IPO. The filing also states that the Issuer’s transfer restrictions were released and no longer apply to the 10,000,000 gifted shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
ACKMAN WILLIAM A

(Last)(First)(Middle)
C/O PERSHING SQUARE INC.,
787 ELEVENTH AVENUE, 9TH FLOOR

(Street)
NEW YORK NEW YORK 10019

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
PERSHING SQUARE INC. [ PS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
CEO & Chairman
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/17/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock08/17/2026G(1)(2)10,000,000D$066,825,763ISee footnote(3)
Common Stock1,500,000D
Common Stock16,000,000ISee footnote(4)
Common Stock168,200ISee footnotes(5)(7)
Common Stock314,729ISee footnotes(6)(7)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
1. Name and Address of Reporting Person*
ACKMAN WILLIAM A

(Last)(First)(Middle)
C/O PERSHING SQUARE INC.,
787 ELEVENTH AVENUE, 9TH FLOOR

(Street)
NEW YORK NEW YORK 10019

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
CEO & Chairman
1. Name and Address of Reporting Person*
WAA Management LLC

(Last)(First)(Middle)
787 11TH AVENUE
9TH FLOOR

(Street)
NEW YORK NEW YORK 10019

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. Reflects a bona fide gift by the Reporting Person for no consideration to The Ackman Oxman Institute ("AOI"), a charitable foundation of which the Reporting Person and his spouse serve as directors and whose shares over which the Reporting Person and his spouse share voting and investment power, which will continue to be reported on the Reporting Person's Section 13 filings. The gift is intended to support the long-term operations and charitable activities of AOI.
2. As required by the lock-up agreement between the Reporting Person and the representatives of the underwriters in connection with the initial public offering of Issuer common stock, AOI agreed in writing to be bound by the same restrictions set forth therein. The transfer restrictions under the Issuer's Articles of Incorporation were released with respect to, and no longer apply to, these gifted shares. The Reporting Person does not have any pecuniary interest in, and disclaims beneficial ownership of, shares of Issuer common stock held by AOI for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
3. Reflects shares directly held by WAA Management LLC, of which the Reporting Person is the sole manager.
4. Reflects shares directly held by a grantor retained annuity trust, of which the Reporting Person is the trustee.
5. Reflects shares directly held by a limited liability company that is wholly owned by the Reporting Person's spouse.
6. Reflects shares directly held by trusts for the benefit of, or whose beneficiaries include, the Reporting Person's family members.
7. The Reporting Person may be deemed to be the beneficial owner of these shares for purposes of Rule 16a-1(a) under the Exchange Act. The Reporting Person disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein.
By: /s/ William A. Ackman08/19/2026
By: WAA Management LLC, By: /s/ William A. Ackman, Manager08/19/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)