Pershing Square (PS) records major M Unit grants and issuer share return
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Pershing Square Partner Group LLC, a major holder of PERSHING SQUARE INC. common stock, recorded internal equity adjustments linked to a larger capital transaction. On April 30, 2026, it disposed of 13,603,657 common shares to the issuer at $0.00 per share as a “disposition to issuer,” leaving 184,289,699 common shares reported as held afterward, in line with a purchase price adjustment arrangement tied to combined public offerings and private placements.
Separately, on April 28, 2026, Pershing Square Partner Group LLC reported 197,893,356 derivative “M Units of PSPG (Obligation to Deliver)” linked to 184,289,699 underlying common shares. These M Units were granted to issuer personnel, including named executive officers, on a pro rata basis and are generally subject to a long-term vesting schedule. Once vested, each M Unit can be redeemed for one share of issuer common stock held by PSPG, with redemption rights that do not expire.
Positive
- None.
Negative
- None.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
Pershing Square Partner Group LLC
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 13,603,657 | $0.00 | -- |
| Other | M Units of PSPG (Obligation to Deliver) | 197,893,356 | $0.00 | -- |
Holdings After Transaction:
Common Stock — 184,289,699 shares (Direct, null);
M Units of PSPG (Obligation to Deliver) — 197,893,356 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 and a concurrent private placement (the "PS Private Placement") of Issuer common stock and (ii) an initial public offering 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 (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, PSPG and other parties thereto 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. These M Units ("M Units") of Pershing Square Partner Group, LLC ("PSPG") were granted on April 28, 2026 to the applicable personnel of the Issuer, including its named executive officers, pursuant to an amendment of PSPG's governing document on a pro rata basis of each recipient's prior interest in PSPG. 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 (the "Exchange Act"). The M Units held by William A. Ackman are fully vested and not subject to vesting or forfeiture, and the M Units of each other holder are 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. One holder has a condensed vesting schedule, which follows the aforementioned schedules for years 1 to 4, except all remaining unvested M Units vested at the end of year 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. 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
Disposition to issuer: 13,603,657 shares
Shares held after disposition: 184,289,699 shares
M Units granted/held: 197,893,356 M Units
+4 more
7 metrics
Disposition to issuer
13,603,657 shares
Common Stock returned to issuer on April 30, 2026 at $0.00
Shares held after disposition
184,289,699 shares
Common Stock reported following the April 30, 2026 transaction
M Units granted/held
197,893,356 M Units
Derivative M Units of PSPG reported as of April 28, 2026
Underlying common shares
184,289,699 shares
Underlying PERSHING SQUARE INC. common stock linked to M Units
Standard vesting 1–4 years
6.25% per year
Standard M Unit vesting rate in years 1 through 4
Standard vesting 5–7 years
8.33% per year
Standard M Unit vesting rate in years 5 through 7
Standard vesting 8–10 years
16.67% per year
Standard M Unit vesting rate in years 8 through 10
Key Terms
M Units, Amended and Restated Purchase Price Adjustment Agreement, Purchase Price Adjustment Contribution, Rule 16b-3, +2 more
6 terms
M Units financial
"These M Units ("M Units") of Pershing Square Partner Group, LLC ("PSPG") were granted"
Amended and Restated Purchase Price Adjustment Agreement financial
"Pursuant to the Amended and Restated Purchase Price Adjustment Agreement (the "A&R Purchase Price Adjustment Agreement")"
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.
combined private placement financial
"the PSUS Private Placement and together with the PS Private Placement, the "combined private placement""
FAQ
What insider transactions did Pershing Square Partner Group LLC report for PS?
Pershing Square Partner Group LLC reported returning 13,603,657 PS common shares to the issuer and holding 197,893,356 M Units tied to 184,289,699 underlying common shares, reflecting internal equity and purchase price adjustment arrangements rather than open-market buying or selling.
What are the M Units of PSPG reported in the Pershing Square (PS) Form 4?
The M Units of PSPG are derivative interests that can be redeemed, once vested and subject to conditions, for shares of PERSHING SQUARE INC. common stock held by PSPG on a one-for-one basis, with redemption rights that do not expire under the described terms.
Who received the M Units linked to PERSHING SQUARE INC. stock?
The M Units were granted to applicable personnel of PERSHING SQUARE INC., including named executive officers, on a pro rata basis according to each person’s prior interest in Pershing Square Partner Group LLC, and were approved by the board of directors under Exchange Act Rule 16b-3.