CFO of Pershing Square (PS) gets 5,598,461 M Units and adjusts share holdings

Rhea-AI Filing Summary

Pershing Square Inc. Chief Financial Officer Michael Gonnella reported a major compensation grant and related share adjustments. On April 28, 2026, he was granted 5,598,461 M Units of Pershing Square Partner Group, LLC, each tied to 5,213,610 underlying shares of Pershing Square common stock. These M Units vest over 10 years under a stepped schedule and, once vested, may be redeemed for Pershing Square common stock on a one-for-one basis, with redemption rights that do not expire.

In connection with Pershing Square’s and Pershing Square USA, Ltd.’s combined IPO and related private placements, Gonnella participated in a purchase price adjustment. On April 30, 2026, 192,426 shares of Pershing Square common stock were returned to the issuer as a disposition to the issuer, and a separate 20,000-share "other" transaction reflects a pro rata adjustment to the number of shares for which each M Unit is redeemable. After these transactions, he directly holds 2,606,804 Pershing Square common shares.

Insights

Equity compensation analyst

Large M Unit grant restructures CFO equity while common shares are adjusted.

The Form 4 shows Pershing Square’s CFO receiving 5,598,461 M Units of Pershing Square Partner Group, LLC, linked to 5,213,610 underlying common shares. This is a sizable, long-dated equity award with vesting over 10 years and perpetual redemption rights for Pershing Square stock.

Footnotes tie the disposition of 192,426 common shares back to the issuer to a purchase price adjustment mechanism associated with Pershing Square’s and PSUS’s combined IPO and concurrent private placements. A 20,000-share restructuring entry adjusts how many shares each M Unit can ultimately access, keeping the structure aligned with the contribution agreement.

Overall, the transactions appear compensation- and structure-related rather than discretionary market trading. The CFO still directly holds 2,606,804 Pershing Square common shares, while the unvested M Units provide substantial additional long-term equity exposure, subject to vesting and forfeiture terms approved by the board under Rule 16b-3.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Gonnella Michael

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Disposition	Common Stock	192,426	$0.00	--
Other	Common Stock	20,000	$0.00	--
Grant/Award	M Units of Pershing Square Partner Group, LLC	5,598,461	$0.00	--

Holdings After Transaction: Common Stock — 2,606,804 shares (Direct, null); M Units of Pershing Square Partner Group, LLC — 5,598,461 shares (Direct, null)

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 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: 5,598,461 M Units Underlying common shares: 5,213,610 shares Disposition to issuer: 192,426 shares +5 more

8 metrics

M Units granted 5,598,461 M Units Grant on April 28, 2026 to CFO via PSPG

Underlying common shares 5,213,610 shares Pershing Square common stock underlying granted M Units

Disposition to issuer 192,426 shares Common stock returned to Pershing Square on April 30, 2026

Other adjustment 20,000 shares "Other" non-derivative transaction adjusting M Unit redemption terms

Shares held after transactions 2,606,804 shares Direct Pershing Square common stock ownership post-transaction

Early vesting rate 6.25% per year M Units vesting in years 1 to 4

Mid-period vesting rate 8.33% per year M Units vesting in years 5 to 7

Late vesting rate 16.67% per year M Units vesting in years 8 to 10

Key Terms

M Units, Purchase Price Adjustment Contribution, combined IPO, Disposition to issuer, +2 more

6 terms

M Units financial

"These M Units ("M Units") of PSPG were granted to the Reporting Person"

Purchase Price Adjustment Contribution financial

"Each party's contribution ("Purchase Price Adjustment Contribution") corresponds to such party's pro rata share"

combined IPO financial

"an initial public offering (the "PSUS IPO" and together with the PS IPO, the "combined IPO")"

Disposition to issuer financial

"transaction_code_description": "Disposition to issuer""

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.

Common Shares of Beneficial Interest financial

"PSUS's Common Shares of Beneficial Interest ("PSUS Common Shares")"

Common Shares of Beneficial Interest are units that represent ownership in a company or organization, like owning a piece of a pie. They give investors voting rights and a chance to share in profits, making them important for those looking to invest and have a say in how the organization is run.

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^*

Gonnella Michael

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/28/2026

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		D(1)(2)		192,426	D	$0	2,606,804	D
Common Stock	04/30/2026		J(1)(3)		20,000	A	(3)	2,626,804	D

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
M Units of Pershing Square Partner Group, LLC	(4)(5)(6)	04/28/2026		A		5,598,461		(4)(5)(6)	(4)(5)(6)	Common Stock	5,213,610	(4)(5)(6)	5,598,461	D

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 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").

2. 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.

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. 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.

5. 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.

6. 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.

	By: /s/ Halit Coussin, 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 insider transactions did Pershing Square (PS) CFO Michael Gonnella report?

Michael Gonnella reported three transactions: a grant of 5,598,461 M Units of Pershing Square Partner Group, LLC; a disposition of 192,426 Pershing Square common shares back to the issuer; and a 20,000-share "other" adjustment related to the M Unit redemption terms.

How many Pershing Square (PS) shares does the CFO hold after these Form 4 transactions?

After the reported transactions, Michael Gonnella directly holds 2,606,804 shares of Pershing Square common stock. This figure reflects both the 192,426-share disposition to the issuer and the 20,000-share adjustment, as disclosed in the Form 4’s post-transaction ownership details.

What are the 5,598,461 M Units reported in the Pershing Square (PS) Form 4?

The 5,598,461 M Units are equity interests in Pershing Square Partner Group, LLC granted to the CFO. They are unvested, subject to vesting and forfeiture, and each M Unit can be redeemed, once vested and under certain conditions, for Pershing Square common stock held by PSPG on a one-for-one basis.

How do the M Units related to Pershing Square (PS) vest over time?

The M Units vest over a 10-year schedule: 6.25% each year during years 1 through 4, 8.33% each year during years 5 through 7, and 16.67% each year during years 8 through 10. Unvested units remain subject to potential forfeiture under the governing terms.

What is the significance of the 192,426-share disposition to Pershing Square (PS) itself?

The 192,426-share disposition reflects a return of Pershing Square common stock to the issuer under a purchase price adjustment agreement. This adjustment aligns each holder’s contribution with shares issued in a combined IPO and private placement transaction involving Pershing Square and Pershing Square USA, Ltd.

How is the 20,000-share "other" transaction in the Pershing Square (PS) Form 4 explained?

The 20,000-share "other" transaction represents a pro rata adjustment under PSPG’s governing document. It modifies the number of Pershing Square common shares for which each M Unit can be redeemed, in connection with the purchase price adjustment contribution linked to the combined IPO transaction.