CIO Ryan Israel of Pershing Square (PS) gets 23.6M M Units, adjusts shares
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Pershing Square Inc.’s Chief Investment Officer Ryan Israel reported several equity-related changes tied to a combined initial public offering and purchase price adjustment structure. He was granted 23,576,358 M Units of Pershing Square Partner Group, LLC, each redeemable, once vested and subject to conditions, for one share of Pershing Square common stock, with the underlying amount currently shown as 21,955,663 shares.
The M Units are unvested and follow a long-term vesting schedule over up to ten years, with board approval under Rule 16b-3. In connection with the purchase price adjustment mechanism for the combined IPO and related private placements, Israel contributed Pershing Square common stock back to the issuer, including a disposition to the issuer of 667,614 common shares for no additional consideration and a 100,000-share pro rata adjustment. After these transactions, he directly holds 9,044,214 Pershing Square common shares.
Positive
- None.
Negative
- None.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
ISRAEL RYAN
Role
Chief Investment Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 667,614 | $0.00 | -- |
| Other | Common Stock | 100,000 | $0.00 | -- |
| Grant/Award | M Units of Pershing Square Partner Group, LLC | 23,576,358 | $0.00 | -- |
Holdings After Transaction:
Common Stock — 9,044,214 shares (Direct, null);
M Units of Pershing Square Partner Group, LLC — 23,576,358 shares (Direct, null)
Footnotes (1)
- On April 30, 2026, the Issuer and Pershing Square USA, Ltd. ("PSUS") completed a combined transaction, consisting of (i) an initial public offering (the "PS IPO") and a concurrent private placement of Issuer common stock and (ii) an initial public offering (the "PSUS IPO" and together with the PS IPO, the "combined IPO") and a concurrent private placement of PSUS's Common Shares of Beneficial Interest ("PSUS Common Shares") (collectively, the "combined transaction"). 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 (including the Reporting Person), PSPG and other parties thereto (including the Reporting Person) 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. Reflects the acquisition of Issuer common stock in connection with the combined IPO. In connection with the PS IPO, each initial investor acquired 1 share of Issuer common stock for no additional consideration for every 5 PSUS Common Shares that the investor purchased in the PSUS IPO. These M Units ("M Units") of 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. 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. 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.
Key Figures
M Units granted: 23,576,358 M Units
Underlying common stock: 21,955,663 shares
Disposition to issuer: 667,614 shares
+3 more
6 metrics
M Units granted
23,576,358 M Units
Grant on April 28, 2026 to CIO Ryan Israel
Underlying common stock
21,955,663 shares
Common stock underlying granted M Units
Disposition to issuer
667,614 shares
Common stock returned to issuer on April 30, 2026
Pro rata share adjustment
100,000 shares
Other pro rata adjustment transaction on April 30, 2026
Shares held after transactions
9,044,214 shares
Ryan Israel’s direct Pershing Square common stock position
Exercise/Conversion price
$0.00 per M Unit
Stated conversion or exercise price in the grant
Key Terms
M Units, combined IPO, Purchase Price Adjustment Contribution, private placement, +1 more
5 terms
M Units financial
"These M Units ("M Units") of PSPG were granted to the Reporting Person"
combined IPO financial
"initial public offering (the "PSUS IPO" and together with the PS IPO, the "combined IPO")"
Purchase Price Adjustment Contribution financial
"Each party's contribution ("Purchase Price Adjustment Contribution") corresponds to such party's pro rata share"
private placement financial
"a concurrent private placement of Issuer common stock and (ii) an initial public offering"
A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.
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.
FAQ
What insider equity grant did Pershing Square (PS) report for Ryan Israel?
Pershing Square reported that Chief Investment Officer Ryan Israel received a grant of 23,576,358 M Units in Pershing Square Partner Group, LLC. Each M Unit can be redeemed, once vested and subject to conditions, for one share of Pershing Square common stock, subject to approved adjustments.
What is the vesting schedule for Ryan Israel’s M Units at Pershing Square (PS)?
Ryan Israel’s M Units vest over a long-term schedule: 6.25% each year in years 1–4, 8.33% each year in years 5–7, and 16.67% each year in years 8–10. The units are unvested initially and subject to vesting and forfeiture conditions.
How are the M Units and purchase price adjustment linked at Pershing Square (PS)?
The purchase price adjustment required certain holders, including Ryan Israel, to contribute Pershing Square common stock equal to shares issued in the combined IPO and private placements. A related pro rata adjustment changed how many Pershing Square shares each M Unit can be redeemed for under PSPG’s governing document.