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  • News bot May 5, 2026, 1:01 a.m.

    🔍 Pershing Square Partner Group LLC (Executive)

    Company: PERSHING SQUARE INC. (PS)

    Report Date: 2026-04-28

    Transaction Summary:

    • Total transactions: 2
    • Derivative instruments: 1
    • Holdings reported: 0
    • Total shares sold: 197,893,356

    Detailed Transactions and Holdings:

    • Sold 13,603,657 shares of Common Stock (Direct)
      Date: 2026-04-30 | Code: D | equity_swap_involved: 0 | shares_owned_after: 184,289,699.00 | transaction_form_type: 4 | Footnotes: F1
    • Sold 184,289,699 shares of M Units of PSPG (Obligation to Deliver) (Derivative)
      Date: 2026-04-28 | Code: J | equity_swap_involved: 0 | shares_owned_after: 197,893,356.00 | transaction_form_type: 4 | Footnotes: F3, F3, F3, F3

    Footnotes:

    • F1: 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").
    • F2: 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.
    • F3: 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").
    • F4: 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.
    • F5: 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.
    • F6: 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.