Pershing Square USA (PSUS) CFO purchases 100,000 shares in IPO deal

Rhea-AI Filing Summary

Pershing Square USA, Ltd. Chief Financial Officer Michael Gonnella reported an open-market purchase of 100,000 Common Shares of Beneficial Interest on April 30, 2026 at $50.00 per share. Following this transaction, he directly holds 100,000 shares.

According to the footnotes, this acquisition reflects the purchase of Pershing Square USA Common Shares in connection with the PSUS initial public offering completed on April 30, 2026, alongside related Pershing Square Inc. transactions.

Insights

Equity capital markets analyst

CFO makes a sizable direct share purchase tied to PSUS IPO.

The filing shows Pershing Square USA’s Chief Financial Officer, Michael Gonnella, buying 100,000 Common Shares at $50.00 on April 30, 2026, and holding all 100,000 shares afterward. The transaction is categorized as an open-market purchase of non-derivative common equity.

The footnotes link this acquisition to the Pershing Square USA initial public offering completed the same day, indicating participation in the offering rather than a derivative exercise or pre-planned sale. There are no derivative positions listed, so this filing reflects a straightforward equity purchase with ongoing direct ownership.

Insider Trade Summary

Net Buyer: 100,000 shares ($5,000,000)

Net Buy 1 txn

Insider Gonnella Michael

Role Chief Financial Officer

Bought 100,000 shs ($5.00M)

Type	Security	Shares	Price	Value
Purchase	Common Shares of Beneficial Interest	100,000	$50.00	$5.00M

Holdings After Transaction: Common Shares of Beneficial Interest — 100,000 shares (Direct, null)

Footnotes (1)

1. On April 30, 2026, Pershing Square Inc. ("PS") and the Issuer completed a combined transaction, consisting of (i) an initial public offering and a concurrent private placement of PS common stock and (ii) an initial public offering (the "PSUS IPO") and a concurrent private placement of the Issuer's Common Shares of Beneficial Interest ("Common Shares"). Reflects the acquisition of Issuer Common Shares on April 30, 2026 in the PSUS IPO.

Key Figures

Shares purchased: 100,000 shares Purchase price: $50.00 per share Shares held after transaction: 100,000 shares +1 more

4 metrics

Shares purchased 100,000 shares Common Shares of Beneficial Interest bought April 30, 2026

Purchase price $50.00 per share Open-market purchase on April 30, 2026

Shares held after transaction 100,000 shares Direct ownership by CFO after reported trade

Buy transactions in filing 1 transaction Transaction summary shows one buy and zero sells

Key Terms

Common Shares of Beneficial Interest, initial public offering, concurrent private placement, open-market purchase

4 terms

Common Shares of Beneficial Interest financial

"Reflects the acquisition of Issuer Common Shares on April 30, 2026 in the PSUS IPO."

Common Shares of Beneficial Interest are units that represent ownership in a company or organization, like owning a piece of a pie. They give investors voting rights and a chance to share in profits, making them important for those looking to invest and have a say in how the organization is run.

initial public offering financial

"completed a combined transaction, consisting of (i) an initial public offering and a concurrent private placement"

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.

concurrent private placement financial

"an initial public offering and a concurrent private placement of PS common stock"

A concurrent private placement is a sale of a company’s shares or bonds directly to a select group of investors that happens at the same time as another financing action or offering. Think of it as quietly selling a block of tickets to a few people while a larger ticket drive is underway; it raises cash quickly but can change ownership proportions, dilute existing shareholders and affect share price, so investors watch it as a sign of funding needs and potential value shifts.

open-market purchase financial

"transaction_action": "open-market purchase""

An open-market purchase is when an investor or a company buys shares on a public stock exchange at the going market price, rather than through a private deal. It matters to investors because these purchases change how many shares are available, can push the stock price up or signal confidence from large buyers, and often affect per-share metrics like earnings—think of it like someone buying lots of apples off a grocery shelf, reducing supply and potentially raising the price.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Gonnella Michael

(Last) (First) (Middle)

C/O PERSHING SQUARE CAPITAL MGMT., L.P.

787 ELEVENTH AVENUE, 9TH FLOOR

(Street)

NEW YORK NEW YORK 10019

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Pershing Square USA, Ltd. [ PSUS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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 Shares of Beneficial Interest	04/30/2026		P(1)(2)		100,000	A	$50	100,000	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

Explanation of Responses:

1. On April 30, 2026, Pershing Square Inc. ("PS") and the Issuer completed a combined transaction, consisting of (i) an initial public offering and a concurrent private placement of PS common stock and (ii) an initial public offering (the "PSUS IPO") and a concurrent private placement of the Issuer's Common Shares of Beneficial Interest ("Common Shares").

2. Reflects the acquisition of Issuer Common Shares on April 30, 2026 in the PSUS IPO.

	By: /s/ Jessica Falzone, attorney-in-fact	05/01/2026
	** 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)

FAQ

What insider transaction did PSUS CFO Michael Gonnella report?

Michael Gonnella reported buying 100,000 Pershing Square USA Common Shares of Beneficial Interest at $50.00 per share. The purchase occurred on April 30, 2026 and is classified as an open-market transaction, leaving him with 100,000 directly held shares after the trade.

Is the PSUS CFO’s share purchase a direct or indirect holding?

The filing shows the 100,000 Pershing Square USA shares as a direct holding by the CFO. The ownership code is "D" for direct, and there is no nature-of-ownership footnote indicating that another entity, such as a trust or partnership, holds voting or investment authority.

How is Michael Gonnella’s PSUS share purchase related to the PSUS IPO?

Footnotes state the purchase reflects acquisition of Pershing Square USA Common Shares in the PSUS initial public offering completed April 30, 2026. This IPO occurred alongside Pershing Square Inc. offerings and private placements, tying the CFO’s transaction directly to the debut financing event.

Did the PSUS CFO sell any shares in this Form 4 filing?

No sales are reported in this Form 4. The transaction summary shows one buy transaction for 100,000 shares and zero sell, gift, tax-withholding, or restructuring entries. Net buy-sell direction is recorded as "net-buy," indicating only purchasing activity in this filing.

Does the PSUS Form 4 show any derivative securities for the CFO?

The derivativeSummary section is empty, indicating no listed options, warrants, or other derivative securities for Michael Gonnella in this filing. The only reported activity is the non-derivative common share purchase, so there is no remaining derivative position disclosed here.