An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.
private placementfinancial
A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.
Registration statementsregulatory
Registration statements are detailed documents companies file with securities regulators when they plan to offer shares or other securities to the public. They act like a recipe and instruction manual, listing a company’s business, finances, management, risks and how the offering will work, so investors can judge value and potential downsides. For investors, these filings provide the official, legally required facts needed to make informed decisions and spot warning signs.
prospectusesregulatory
A prospectus is a formal document that outlines the details of a securities offering—like a brochure for shares or bonds—covering the business, management, financial results, risks, how the raised money will be used, and the exact terms of the sale. Investors use it to compare offerings and judge whether the investment fits their goals and risk tolerance; it’s the primary source for factual information and disclosures before deciding to buy.
Investment Company Act of 1940regulatory
A U.S. federal law that sets the rulebook for pooled investment vehicles such as mutual funds, exchange-traded funds and similar money managers, requiring them to register with regulators, disclose holdings and fees, limit conflicts of interest, and follow governance standards. It matters to investors because these protections and transparency rules act like a referee and scoreboard, helping people compare funds, trust that managers follow fair practices, and spot hidden costs or risks.
forward-looking statementsregulatory
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
bookrunnersfinancial
Bookrunners are financial institutions or banks that lead the process of organizing and managing the sale of new securities, such as stocks or bonds, to investors. They coordinate the offering, determine the initial price, and ensure that the securities are sold efficiently, much like a conductor directs an orchestra to deliver a smooth performance. Their role matters to investors because they help ensure the offering is successful and fairly priced.
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NEW YORK--(BUSINESS WIRE)--
Pershing Square USA, Ltd. (“PSUS”), an investment company managed by Pershing Square Capital Management, L.P. (“PSCM”), and Pershing Square Inc. (“PSI”), the parent company of PSCM, today announced the closing of the combined initial public offering (the “PSUS IPO”) of the common shares of beneficial interest of PSUS (the “PSUS Shares”) and the initial public offering (the “PSI IPO”, and together with the PSUS IPO, the “Combined IPO”) of the common stock of PSI (the “PSI Shares”).
In connection with the closing of the Combined IPO, PSUS and PSI also closed the previously announced combined private placement of PSUS Shares and PSI Shares (the “Combined Private Placement”). Gross proceeds to PSUS from the Combined IPO and Combined Private Placement, before deducting sales loads, placement fees and other offering expenses, were $5 billion. The sale and delivery of the shares in the Combined Private Placement was not registered under the Securities Act of 1933, as amended.
The PSUS Shares and the PSI Shares began trading on the New York Stock Exchange (NYSE) on April 29, 2026, under the symbol “PSUS” for the PSUS Shares and under the symbol “PS” for the PSI Shares.
Citigroup Global Markets Inc., UBS Securities LLC, BofA Securities, Inc., Jefferies LLC and Wells Fargo Securities, LLC acted as global coordinators and bookrunners for the Combined IPO. RBC Capital Markets, LLC, BTG Pactual S.A. – Cayman Branch and Keefe, Bruyette & Woods,Inc. acted bookrunners for the Combined IPO. Academy Securities, Inc., Huntington Securities, Inc., Loop Capital Markets LLC, Oppenheimer & Co. Inc., Piper Sandler & Co., Roberts & Ryan, Inc. and Wedbush Securities Inc. acted as co-lead managers for the Combined IPO. Aegis Capital Corp, AmeriVet Securities, Inc., C.L. King & Associates, Inc., CastleOak Securities, L.P., Clear Street LLC, InspereX LLC, JonesTrading Institutional Services LLC, R. Seelaus & Co., LLC, Samuel A. Ramirez & Company, Inc., Siebert Williams Shank & Co., LLC and Tigress Financial Partners LLC acted as co-managers for the Combined IPO.
Registration statements relating to the securities sold in the Combined IPO were filed by PSUS and PSI with the U.S. Securities and Exchange Commission and were each declared effective on April 28, 2026.
This Combined IPO was made only by means of prospectuses of PSUS and PSI. Copies of the prospectuses related to the Combined IPO may be obtained by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, copies of the prospectuses may be obtained from: Citigroup Global Markets Inc., Attention: Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at (800) 831-9145; UBS Securities LLC, Attention: Equity Syndicate, 11 Madison Avenue, New York, NY 10010, by telephone at (888) 827-7275, or by email at ol-prospectus-request@ubs.com; BofA Securities, Inc., Attention: Prospectus Department, NC1-022-02-25, 201 North Tryon Street, Charlotte, NC 28255, by email at prospectus_requests@bofa.com; Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, by telephone at (877) 821-7388, or by email at prospectus_department@jefferies.com; or Wells Fargo Securities, LLC, Attention: Wells Fargo Securities, 90 South 7th Street, 5th Floor, Minneapolis, MN 55402, by telephone at (800) 645-3751 (option #5), or by email at WFScustomerservice@wellsfargo.com.
Investors are advised to carefully consider the investment objective, risks and charges and expenses of PSUS before investing.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Forward-Looking Statements
Certain matters within this press release are discussed using forward-looking language and, as such, may involve known and unknown risks, uncertainties, and other factors that may cause the actual results or performance to differ from those projected in the forward-looking statements. Forward-looking statements are subject to numerous risks, many of which are beyond the control of PSUS and PSI, including market conditions, general economic conditions and other factors, including those set forth under the heading “Risk Factors” in each of the prospectuses for the Combined IPO.
About Pershing Square USA, Ltd.
Pershing Square USA, Ltd. is an investment management company registered under the Investment Company Act of 1940, as amended, that will be managed by its investment manager, PSCM, following the completion of the PSUS IPO and its commencement of investment operations.
About Pershing Square Inc.
Pershing Square Inc. is the parent company of Pershing Square Capital Management, L.P., an SEC-registered investment advisor to investment funds and other companies, based in New York City.
