[SCHEDULE 13G] PERSHING SQUARE INC. Passive Investment Disclosure (>5%)
Pershing Square reports 75.1% stake in PS
Pershing Square Management, LLC and Pershing Square Partner Group, LLC (PSPG), both Delaware LLCs, report significant ownership of Pershing Square Inc. common stock.
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Pershing Square Management, LLC and Pershing Square Partner Group, LLC (PSPG), both Delaware LLCs, report significant ownership of Pershing Square Inc. common stock. Pershing Square Management is deemed to beneficially own 300,268,979 shares, representing 75.1% of the 400,000,000 shares outstanding as of August 10, 2026, with 115,979,280 shares under sole voting power via an irrevocable voting proxy and an additional 184,289,699 shares under shared voting and dispositive power. PSPG directly holds 184,289,699 shares (about 46.1% of the class), which underlie M Units granted to applicable personnel and are ultimately managed by Pershing Square Management. A Special Voting Share held by Pershing Square Management has no economic rights but provides sufficient votes, together with its other voting power, to maintain majority voting control.
Key Figures
Shares outstanding:400,000,000 sharesManagementCo beneficial ownership:300,268,979 sharesManagementCo percent of class:75.1%+4 more
7 metrics
Shares outstanding400,000,000 sharesCommon Stock outstanding as of August 10, 2026
ManagementCo beneficial ownership300,268,979 sharesShares of Common Stock beneficially owned; 75.1% of class
ManagementCo percent of class75.1%Percent of Common Stock class based on 400,000,000 shares
PSPG direct holdings184,289,699 sharesShares of Common Stock directly held by PSPG; 46.1% of class
PSPG percent of class46.1%Percent of Common Stock class based on 400,000,000 shares
Sole voting power (ManagementCo)115,979,280 sharesShares of Common Stock subject to sole voting power via Voting Proxy Agreement
Shared voting power (ManagementCo & PSPG)184,289,699 sharesShares of Common Stock over which voting and dispositive power is shared
Key Terms
Special Voting Share, irrevocable proxy, beneficial ownership, M Units, +1 more
5 terms
Special Voting Sharefinancial
"ManagementCo is also the sole holder of a Special Voting Share in the Issuer"
irrevocable proxyfinancial
"affiliated entities has provided an irrevocable proxy to ManagementCo"
An irrevocable proxy is a legal authorization in which a shareholder gives another person or entity the permanent right to vote their shares and cannot later take that voting permission back. It matters to investors because it locks who controls voting power on key issues—like board elections, mergers, or major policy changes—so it can change corporate control and influence the value or direction of an investment much like handing someone an unchangeable voting card.
beneficial ownershipregulatory
"Each of the ManagementCo Members expressly disclaims, for purposes of Section 13(d), beneficial ownership"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
M Unitsfinancial
"underlying the M Units granted to applicable personnel of the Issuer"
parent holding companyregulatory
"PSPG is the relevant entity for which ManagementCo may be considered a parent holding company"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What percentage of Pershing Square Inc. (PS) does Pershing Square Management, LLC report owning?
Pershing Square Management, LLC reports beneficial ownership of 300,268,979 shares of Pershing Square Inc. common stock, representing 75.1% of the 400,000,000 shares outstanding as of August 10, 2026.
How many Pershing Square Inc. (PS) shares are directly held by Pershing Square Partner Group, LLC?
Pershing Square Partner Group, LLC directly holds 184,289,699 shares of Pershing Square Inc. common stock, representing approximately 46.1% of the 400,000,000 shares outstanding as of August 10, 2026.
What voting powers over Pershing Square Inc. (PS) stock does Pershing Square Management, LLC have?
Pershing Square Management, LLC has 115,979,280 shares under sole voting power and 184,289,699 shares under shared voting power, plus a Special Voting Share designed to give it majority aggregate voting power.
What are M Units referenced in the Pershing Square Inc. (PS) Schedule 13G?
M Units are awards granted to applicable personnel that are redeemable for shares of Pershing Square Inc. common stock held by PSPG, initially on a one-for-one basis, subject to vesting, conditions, and adjustments under the M Unit terms.
Who besides PSPG may hold more than 5% economic interest in Pershing Square Inc. (PS) through PSPG?
The filing notes that, under PSPG’s organizational documents, members holding M Units share in dividends and sale proceeds, and that William A. Ackman and Ryan Israel are known to have such interests exceeding 5%.
What is the role of the Special Voting Share in Pershing Square Inc. (PS) governance?
Pershing Square Management, LLC holds a Special Voting Share with no economic rights but voting power sufficient, when combined with its other voting power, to ensure it maintains majority aggregate voting control over the common shares.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Pershing Square Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
71531U102
(CUSIP Number)
06/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
71531U102
1
Names of Reporting Persons
Pershing Square Management, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
115,979,280.00
6
Shared Voting Power
184,289,699.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
184,289,699.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
300,268,979.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
75.1 %
12
Type of Reporting Person (See Instructions)
HC, OO
Comment for Type of Reporting Person: Represents (a) 184,289,699 shares of Common Stock directly held by Pershing Square Partner Group, LLC ("PSPG"), of which Pershing Square Management, LLC ("ManagementCo") is the managing member, and (b) 115,979,280 shares of Common Stock subject to a voting proxy agreement (the "Voting Proxy Agreement"), pursuant to which William A. Ackman, Ryan Israel, Ben Hakim, Michael Gonnella, Anthony Massaro, and Halit Coussin (collectively, the "ManagementCo Members") and certain of their affiliated entities has provided an irrevocable proxy to ManagementCo with respect to any shares of Common Stock that each such person, now or in the future, owns (directly or indirectly) or otherwise holds the power to vote (directly or indirectly).
In addition, ManagementCo is also the sole holder of a Special Voting Share in the Issuer. The Special Voting Share has no economic rights and has voting power (which shall in no event be less than one vote) equal to that number of votes required, when taken together with the aggregate voting power of the shares of Common Stock over which ManagementCo then has voting power, to give ManagementCo a majority of the aggregate voting power of the Special Voting Share and the then-outstanding shares of Common Stock.
Control over ManagementCo is shared among the ManagementCo Members. Mr. Ackman owns 24.9% of the voting interests in ManagementCo, with Mr. Israel, Mr. Hakim, Mr. Gonnella, Mr. Massaro, and Ms. Coussin each owning the remainder of the voting interests equally (approximately 15% each), and the approval of a majority of the voting interests is generally required to approve any action of ManagementCo. Each of the ManagementCo Members expressly disclaims, for purposes of Section 13(d) of the Exchange Act, beneficial ownership in shares of Common Stock beneficially owned by any other ManagementCo Member.
The percent of the class is based on 400,000,000 shares of Common Stock outstanding as of August 10, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 (the "Form 10-Q").
SCHEDULE 13G
CUSIP Number(s):
71531U102
1
Names of Reporting Persons
Pershing Square Partner Group, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
184,289,699.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
184,289,699.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
184,289,699.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
46.1 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Represents 184,289,699 shares of Common Stock directly held by PSPG, of which ManagementCo is the managing member, underlying the M Units granted to applicable personnel of the Issuer (which, upon vesting, may be redeemed by the holder, subject to certain conditions, for shares of Common Stock held by PSPG initially on a one-for-one basis, subject to certain adjustments pursuant to the terms of the M Units).
The percent of the class is based on 400,000,000 shares of Common Stock outstanding as of August 10, 2026, as reported in the Issuer's Form 10-Q.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Pershing Square Inc.
(b)
Address of issuer's principal executive offices:
787 Eleventh Avenue, Ninth Floor, New York, New York 10019.
Item 2.
(a)
Name of person filing:
This statement is being filed by Pershing Square Management, LLC and Pershing Square Partner Group, LLC (collectively, the "Reporting Persons").
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is 787 Eleventh Avenue, Ninth Floor, New York, New York 10019.
(c)
Citizenship:
Each of the Reporting Persons is a Delaware limited liability company.
(d)
Title of class of securities:
Common Stock
(e)
CUSIP Number(s):
71531U102
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
See the responses to Row 9 on the attached cover pages.
(b)
Percent of class:
See the responses to Row 11 on the attached cover pages.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See the responses to Row 5 on the attached cover pages.
(ii) Shared power to vote or to direct the vote:
See the responses to Row 6 on the attached cover pages.
(iii) Sole power to dispose or to direct the disposition of:
See the responses to Row 7 on the attached cover pages.
(iv) Shared power to dispose or to direct the disposition of:
See the responses to Row 8 on the attached cover pages.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Pursuant to PSPG's organizational document, each member of PSPG holding M Units therein has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Common Stock held by PSPG on a pro rata basis. Other than William A. Ackman and Ryan Israel, no other person is known to the Reporting Persons to have such interests relating to more than 5 percent of the outstanding shares of Common Stock.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
PSPG is the relevant entity for which ManagementCo may be considered a parent holding company.
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
