Funds tied to Pershing Square (PS) director report 8.56M indirect shares

Rhea-AI Filing Summary

PERSHING SQUARE INC. director Nicholas M. Lamotte reported indirect ownership changes in connection with a combined IPO and private placement involving the company and Pershing Square USA, Ltd. Entities associated with him, Consulta Master Fund LP and Consulta SPV II, LP, hold the reported shares.

One indirect position shows 600,000 shares of common stock acquired as a grant or award, linked to the combined private placement and IPO where investors received Pershing Square shares for no additional consideration alongside PSUS Common Shares. Another 304,000-share indirect entry is classified as an "other" acquisition or disposition related to the same combined transaction.

Following these events, Consulta Master Fund LP directly holds 7,654,954 shares of Pershing Square common stock, and Consulta SPV II, LP directly holds 904,000 shares. Lamotte, as Executive Chairman of Consulta Limited, may be deemed to share voting and dispositive power but disclaims beneficial ownership beyond his pecuniary interest.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Lamotte Nicholas M

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	600,000	$0.00	--
Other	Common Stock	304,000	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 600,000 shares (Indirect, See Footnotes)

Footnotes (1)

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 (the "PS 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 (the "PSUS Private Placement" and together with the PS Private Placement, the "combined private placement") of PSUS's common shares of beneficial interest ("PSUS Common Shares") (collectively, the "combined transaction"). Reflects the acquisition of Issuer common stock in connection with the combined private placement. In connection with the PS Private Placement, each initial investor acquired 1.5 shares of Issuer common stock for no additional consideration for every 5 PSUS Common Shares that the investor purchased in the PSUS Private Placement. 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. Reflects shares directly held by Consulta Master Fund LP. Reflects shares directly held by Consulta SPV II, LP. The Reporting Person is the Executive Chairman of Consulta Limited, the investment manager of Consulta SPV II, LP and Consulta Master Fund LP, and may be deemed to have shared voting and dispositive power over the shares held by each of Consulta SPV II, LP and Consulta Master Fund LP. The Reporting Person disclaims beneficial ownership over the shares reported herein, except to the extent of his pecuniary interest therein.

Key Figures

Grant/award acquisition: 600,000 shares Other acquisition/disposition: 304,000 shares Consulta Master Fund LP holding: 7,654,954 shares +1 more

4 metrics

Grant/award acquisition 600,000 shares Indirect common stock grant at $0.00 per share

Other acquisition/disposition 304,000 shares Indirect common stock transaction code J

Consulta Master Fund LP holding 7,654,954 shares Pershing Square common stock held directly by the fund

Consulta SPV II, LP holding 904,000 shares Pershing Square common stock held directly by the SPV

Key Terms

combined private placement, initial public offering, PSUS Common Shares, grant, award, or other acquisition, +1 more

5 terms

combined private placement financial

"Reflects the acquisition of Issuer common stock in connection with the combined private placement."

initial public offering financial

"an initial public offering (the "PS IPO") and a concurrent private placement"

An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.

PSUS Common Shares financial

"PSUS's common shares of beneficial interest ("PSUS Common Shares")"

grant, award, or other acquisition financial

"transaction_code_description": "Grant, award, or other acquisition""

pecuniary interest financial

"disclaims beneficial ownership over the shares reported herein, except to the extent of his pecuniary interest therein."

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED 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^*

Lamotte Nicholas M

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/30/2026		A(1)(2)		600,000	A	(2)	600,000	I	See Footnotes(4)(6)
Common Stock	04/30/2026		J(1)(3)		304,000	A	(3)	904,000	I	See Footnotes(4)(6)
Common Stock								7,654,954	I	See Footnotes(5)(6)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

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 (the "PS 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 (the "PSUS Private Placement" and together with the PS Private Placement, the "combined private placement") of PSUS's common shares of beneficial interest ("PSUS Common Shares") (collectively, the "combined transaction").

2. Reflects the acquisition of Issuer common stock in connection with the combined private placement. In connection with the PS Private Placement, each initial investor acquired 1.5 shares of Issuer common stock for no additional consideration for every 5 PSUS Common Shares that the investor purchased in the PSUS Private Placement.

3. 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.

4. Reflects shares directly held by Consulta Master Fund LP.

5. Reflects shares directly held by Consulta SPV II, LP.

6. The Reporting Person is the Executive Chairman of Consulta Limited, the investment manager of Consulta SPV II, LP and Consulta Master Fund LP, and may be deemed to have shared voting and dispositive power over the shares held by each of Consulta SPV II, LP and Consulta Master Fund LP. The Reporting Person disclaims beneficial ownership over the shares reported herein, except to the extent of his pecuniary interest therein.

	/s/ Halit Coussin, as Attorney-In-Fact	05/04/2026
	** Signature of Reporting Person	Date
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)

FAQ

What did Nicholas M. Lamotte report in this Pershing Square (PS) Form 4?

He reported indirect ownership changes in Pershing Square common stock through Consulta Master Fund LP and Consulta SPV II, LP, tied to a combined IPO and private placement involving Pershing Square and Pershing Square USA, Ltd.

How many Pershing Square (PS) shares were acquired as a grant or award?

The filing shows an indirect acquisition of 600,000 shares of Pershing Square common stock at $0.00 per share, classified as a grant, award, or other acquisition, linked to the combined IPO and private placement structure.

What is the 304,000-share transaction reported for Pershing Square (PS)?

The Form 4 includes a 304,000-share indirect transaction in Pershing Square common stock classified under code J, described as an other acquisition or disposition, associated with restructuring tied to the combined IPO and private placement.

How many Pershing Square (PS) shares does Consulta Master Fund LP hold?

Following the reported transactions, Consulta Master Fund LP directly holds 7,654,954 shares of Pershing Square common stock, as reflected in an indirect holding entry attributed to Nicholas M. Lamotte through his role with Consulta Limited.

How many Pershing Square (PS) shares does Consulta SPV II, LP hold?

Consulta SPV II, LP directly holds 904,000 shares of Pershing Square common stock after the reported transactions. These shares are reported as indirectly owned by Nicholas M. Lamotte via his leadership role at Consulta Limited.

Does Nicholas M. Lamotte claim full beneficial ownership of the Pershing Square (PS) shares?

No. The filing states he may be deemed to share voting and dispositive power over shares held by Consulta Master Fund LP and Consulta SPV II, LP, but he disclaims beneficial ownership except to the extent of his pecuniary interest.