Director Pershing Square Partner Group Llc returned 13,603,657 shares to the company, decreasing direct ownership by 7% to 184,289,699 units (SEC Form 4)
$PS
Computer Software: Programming, Data Processing
Technology
| 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 |
| |||||||||||||||
| 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)
| |||||||||||||||||||||||||
| 2a. Foreign Trading Symbol
| |||||||||||||||||||||||||||
| 3. Date of Earliest Transaction
(Month/Day/Year) 04/28/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
| ||||||||||||||||||||||||||
| 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) | 13,603,657 | D | $0 | 184,289,699 | 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 PSPG (Obligation to Deliver) | (3)(4)(5)(6) | 04/28/2026 | J | 197,893,356 | (3)(4)(5)(6) | (3)(4)(5)(6) | Common Stock | 184,289,699 | (3)(4)(5)(6) | 197,893,356 | 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 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"). |
| 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, 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. |
| 3. 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"). |
| 4. 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. |
| 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. |
| Remarks: |
| William A. Ackman, Ryan Israel, Ben Hakim, and Halit Coussin, each a member of the board of directors of the Issuer, are members of each of PSPG and Pershing Square Management, LLC, managing member of PSPG that holds majority voting power over Issuer common stock. As a result, PSPG is a director by deputization for purposes of Section 16 of the Exchange Act. |
| PERSHING SQUARE PARTNER GROUP, LLC, By: PERSHING SQUARE MANAGEMENT, LLC, its Managing Member, By: /s/ William A. Ackman, Member and Chief Executive Officer | 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) | ||