CEO & Chairman Ackman William A bought $19,015,801 worth of shares (800,000 units at $23.77), was granted 10,489 shares, gifted 300,000 shares, returned 6,874,237 shares to the company and acquired 872,440 shares (SEC Form 4)
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| 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 |
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| 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*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
PERSHING SQUARE INC. [ PS ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 04/28/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | J(1)(2) | 700,000 | A | (2) | 700,000 | D | |||
| Common Stock | 04/30/2026 | P(3)(4) | 81,762 | A | $22.609 | 781,762 | D | |||
| Common Stock | 04/30/2026 | P(3)(5) | 659,540 | A | $23.875 | 1,441,302 | D | |||
| Common Stock | 04/30/2026 | P(3)(6) | 58,698 | A | $24.204 | 1,500,000 | D | |||
| Common Stock | 04/30/2026 | J(1)(2) | 168,200 | A | (2) | 168,200 | I | See footnotes(7)(11) | ||
| Common Stock | 04/30/2026 | J(1)(2) | 4,240 | A | (2) | 304,240(8) | I | See footnotes(9)(11) | ||
| Common Stock | 04/30/2026 | A(1)(10) | 10,489 | A | (10) | 314,729 | I | See footnotes(9)(11) | ||
| Common Stock | 04/28/2026 | G(8) | 300,000 | D | $0 | 83,700,000 | I | See footnote(12) | ||
| Common Stock | 04/30/2026 | D(1)(13) | 6,874,237 | D | $0 | 76,825,763 | I | See footnote(12) | ||
| Common Stock | 16,000,000 | I | See footnote(14) | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | (15)(16)(17) | 04/28/2026 | A | 92,878,204 | (15)(16)(17) | (15)(16)(17) | Common Stock | 86,493,537 | (15)(16)(17) | 92,878,204 | I | See footnote(12) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| 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 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. |
| 3. The price reported in Column 4 is a weighted average price. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (4) through (6) in this Form 4. |
| 4. Reflects the acquisition of Issuer common stock through multiple open market transactions at prices ranging from $22.030 to $23.025, inclusive. |
| 5. Reflects the acquisition of Issuer common stock through multiple open market transactions at prices ranging from $23.030 to $24.005, inclusive. |
| 6. Reflects the acquisition of Issuer common stock through multiple open market transactions at prices ranging from $24.030 to $24.400, inclusive. |
| 7. Reflects Issuer common stock held by a limited liability company that is wholly owned by the Reporting Person's spouse. |
| 8. Reflects a contribution of 300,000 shares of Issuer common stock by the Reporting Person on April 28, 2026. |
| 9. Reflects Issuer common stock held by trusts for the benefit of, or whose beneficiaries include, the Reporting Person's family members. |
| 10. 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. |
| 11. The Reporting Person may be deemed to be the beneficial owner of these shares for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Reporting Person disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein. |
| 12. Reflects shares directly held by WAA Management LLC, of which the Reporting Person is the sole manager. |
| 13. 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. |
| 14. Reflects shares directly held a grantor retained annuity trust, of which the Reporting Person is the trustee. |
| 15. 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. These M Units are fully vested. The grant was approved by the board of directors of the Issuer in accordance with Rule 16b-3 under the Exchange Act. |
| 16. 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. |
| 17. 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/ William A. Ackman | 05/04/2026 | |
| By: WAA Management LLC, By: /s/ William A. Ackman, Manager | 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) | ||