Pershing Square USA (PSUS) CIO buys 500,000 shares in $25M IPO purchase

Rhea-AI Filing Summary

Pershing Square USA, Ltd. Chief Investment Officer Ryan Israel reported an open-market purchase of 500,000 Common Shares of Beneficial Interest of PSUS. The shares were bought on April 30, 2026 at a price of $50.00 per share, for total consideration of $25,000,000. Following this transaction, Israel directly holds 500,000 PSUS common shares. The footnotes state that this acquisition occurred in connection with the PSUS initial public offering completed on April 30, 2026.

Insights

Insider transactions analyst

CIO makes sizable $25M open-market purchase in PSUS IPO.

Ryan Israel, Chief Investment Officer of Pershing Square USA, Ltd., acquired 500,000 Common Shares of Beneficial Interest at $50.00 per share in connection with the PSUS initial public offering on April 30, 2026.

This is a straightforward open-market purchase (Form 4 code P) with no derivative activity or tax-related dispositions. The filing shows 500,000 shares held directly after the transaction, indicating this buy represents the full reported equity position in PSUS for this insider.

The transaction coincides with the completion of the PSUS IPO and related private placements described in the footnotes. The filing does not quantify PSUS’s total shares outstanding, so the relative size and impact of this purchase on overall ownership cannot be assessed from this information alone.

Insider Trade Summary

Net Buyer: 500,000 shares ($25,000,000)

Net Buy 1 txn

Insider ISRAEL RYAN

Role Chief Investment Officer

Bought 500,000 shs ($25.00M)

Type	Security	Shares	Price	Value
Purchase	Common Shares of Beneficial Interest	500,000	$50.00	$25.00M

Holdings After Transaction: Common Shares of Beneficial Interest — 500,000 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: 500,000 shares Purchase price: $50.00 per share Total transaction value: $25,000,000 +2 more

5 metrics

Shares purchased 500,000 shares Open-market purchase on April 30, 2026

Purchase price $50.00 per share Price for PSUS Common Shares of Beneficial Interest

Total transaction value $25,000,000 500,000 shares purchased at $50.00 each

Shares held after transaction 500,000 shares Direct ownership following April 30, 2026 trade

Transaction code P (purchase) Open-market or private transaction code on Form 4

Key Terms

open-market purchase, Common Shares of Beneficial Interest, initial public offering, Form 4, +1 more

5 terms

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.

Common Shares of Beneficial Interest financial

"security_title: Common Shares of Beneficial Interest"

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

"the PSUS IPO and a concurrent private placement of the Issuer's Common Shares"

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.

Form 4 regulatory

"INSIDER FILING DATA (Form 4)"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

non-derivative financial

"transaction_type: non-derivative"

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^*

ISRAEL RYAN

(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 Investment 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)		500,000	A	$50	500,000	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 did PSUS Chief Investment Officer Ryan Israel report in this Form 4 filing?

Ryan Israel reported buying 500,000 PSUS Common Shares of Beneficial Interest. The shares were acquired on April 30, 2026 at $50.00 per share, resulting in a total purchase amount of $25,000,000 disclosed in the insider transaction filing.

At what price did Ryan Israel purchase Pershing Square USA (PSUS) shares?

He purchased PSUS Common Shares of Beneficial Interest at $50.00 per share. The filing shows a single open-market transaction for 500,000 shares on April 30, 2026, producing an aggregate reported purchase value of $25,000,000 based on the stated transaction price.

How many Pershing Square USA (PSUS) shares does Ryan Israel hold after this transaction?

After the reported transaction, Ryan Israel directly holds 500,000 PSUS Common Shares of Beneficial Interest. The Form 4 states this total in the “shares following transaction” field, indicating the reported position immediately after the April 30, 2026 open-market purchase.

What type of insider transaction did the PSUS Form 4 disclose for Ryan Israel?

The filing discloses an open-market purchase of PSUS common shares, coded “P” for purchase. It is a non-derivative transaction involving Common Shares of Beneficial Interest, not options or other derivatives, and reflects a direct ownership position following the trade.

How is the PSUS IPO related to Ryan Israel’s Form 4 purchase?

Footnotes explain the shares were acquired in the PSUS initial public offering on April 30, 2026. They describe a combined transaction involving Pershing Square Inc. and the PSUS IPO, noting Israel’s acquisition reflects purchases of Issuer Common Shares in that offering.

Does the PSUS Form 4 mention any derivative or option positions for Ryan Israel?

No derivative transactions are reported for this filing. The derivative section is empty, and the transaction summary shows zero derivative exercises, indicating the disclosed activity consists solely of a cash purchase of PSUS Common Shares of Beneficial Interest.