Halit Coussin (PS) granted 6.98M PSPG M Units, adjusts PS stake
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Pershing Square Inc. director and CLO/CCO Halit Coussin reported multiple equity transactions tied to the company’s combined IPO and long-term incentive structure. Coussin was granted 6,984,161 M Units of Pershing Square Partner Group, LLC on April 28, 2026, for no cash cost. These M Units are unvested and may vest over up to 10 years, and each vested unit can be redeemed, subject to conditions and adjustments, for one share of Pershing Square common stock held by PSPG.
In connection with the April 30, 2026 combined IPO and related purchase price adjustment mechanism, Coussin contributed 197,771 Pershing Square common shares back to the issuer as a disposition to the company and had a separate 40,000-share adjustment classified as another transaction. After these transactions, Coussin directly owned 2,679,219 Pershing Square common shares.
Positive
- None.
Negative
- None.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
Coussin Halit
Role
CLO; CCO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 197,771 | $0.00 | -- |
| Other | Common Stock | 40,000 | $0.00 | -- |
| Grant/Award | M Units of Pershing Square Partner Group, LLC | 6,984,161 | $0.00 | -- |
Holdings After Transaction:
Common Stock — 2,679,219 shares (Direct, null);
M Units of Pershing Square Partner Group, LLC — 6,984,161 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: 6,984,161 M Units
Underlying common stock: 6,504,053 shares
Disposition to issuer: 197,771 shares
+5 more
8 metrics
M Units granted
6,984,161 M Units
Grant on April 28, 2026 to Halit Coussin
Underlying common stock
6,504,053 shares
Pershing Square common stock underlying granted M Units
Disposition to issuer
197,771 shares
Common stock contributed back to Pershing Square Inc.
Other share adjustment
40,000 shares
Common stock adjustment classified as other transaction
Shares owned after transactions
2,679,219 shares
Direct Pershing Square common stock holding after April 30, 2026
M Unit vesting years 1–4
6.25% per year
Portion of standard vesting schedule for M Units
M Unit vesting years 5–7
8.33% per year
Portion of standard vesting schedule for M Units
M Unit vesting years 8–10
16.67% per year
Portion of standard vesting schedule for M Units
Key Terms
M Units, combined IPO, Purchase Price Adjustment Contribution, Rule 16b-3, +1 more
5 terms
M Units financial
"These M Units ("M Units") of PSPG were granted to the Reporting Person..."
combined IPO financial
"an initial public offering (the "PS IPO") and ... 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..."
Rule 16b-3 regulatory
"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..."
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.
private placement financial
"a concurrent private placement of Issuer common stock and ... a concurrent private placement of PSUS's Common Shares..."
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.
FAQ
What did Halit Coussin report in this Form 4 for PERSHING SQUARE INC. (PS)?
Halit Coussin reported a large grant of M Units and related share adjustments. The filing shows new derivative M Units tied to Pershing Square stock and contributions of common shares back to the issuer following a combined IPO-related transaction.
What is the vesting schedule for the M Units granted to Halit Coussin at Pershing Square (PS)?
The M Units vest gradually over up to 10 years. Vesting occurs at 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, with unvested units subject to forfeiture under plan terms.
How are the M Units linked to Pershing Square (PS) common stock in this Form 4?
Each vested M Unit may be redeemed, subject to conditions and adjustments, for one share of Pershing Square common stock held by PSPG. The filing indicates 6,504,053 underlying common shares associated with the granted M Units, and these redemption rights do not expire.