Pershing Square entities build large PSUS (PSUS) stake via IPO and placements

Rhea-AI Filing Summary

Pershing Square USA, Ltd. reported large equity positions acquired by affiliated entities in connection with its initial public offering and related private placements on April 30, 2026. Pershing Square PSUS Holdings, LLC received 1,000,000 of the issuer’s 7.50% Series A Cumulative Preferred Shares at $50 per share and now holds all outstanding preferred shares. Affiliates also acquired and restructured holdings in the issuer’s Common Shares of Beneficial Interest, including a 96,000,000-share grant at $50 per share, resulting in indirect ownership of 96,342,320 common shares after the transactions. Certain common shares were acquired and immediately resold by Pershing Square Inc., with all resale proceeds delivered to the issuer and none retained by Pershing Square Inc.

Insights

Equity structure analyst

Pershing Square affiliates built a large PSUS position via IPO-linked awards.

The filing shows Pershing Square–related entities acquiring substantial equity stakes in Pershing Square USA, Ltd. as part of a combined IPO and private placement structure. PSUS Holdings received 1,000,000 7.50% Series A Cumulative Preferred Shares at $50 per share and now holds all outstanding preferred shares.

On the common-equity side, affiliated entities were granted and restructured holdings including a 96,000,000-share common grant at $50 per share, leading to indirect ownership of 96,342,320 Common Shares of Beneficial Interest after the transactions. One block of common shares was acquired and immediately resold by Pershing Square Inc., with resale proceeds delivered to the issuer, indicating the transaction was designed to channel capital to the company rather than generate cash for the Pershing Square entity.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Pershing Square Management, LLC, Pershing Square Partner Group LLC, PERSHING SQUARE INC., Pershing Square PSUS Holdings, LLC

Role null | null | null | null

Type	Security	Shares	Price	Value
Grant/Award	Common Shares of Beneficial Interest	96,000,000	$50.00	$4.80B
Other	Common Shares of Beneficial Interest	96,000,000	$50.00	$4.80B
Grant/Award	Common Shares of Beneficial Interest	3,657,680	$50.00	$182.88M
Grant/Award	7.50% Series A Cumulative Preferred Shares	1,000,000	$50.00	$50.00M

Holdings After Transaction: Common Shares of Beneficial Interest — 96,342,320 shares (Indirect, See footnotes); 7.50% Series A Cumulative Preferred Shares — 1,000,000 shares (Indirect, See footnotes)

Footnotes (1)

1. In addition to Pershing Square Management, LLC, a Delaware limited liability company ("ManagementCo"), this Form 4 is being filed jointly by Pershing Square Inc., a Nevada corporation ("PS Inc."), Pershing Square Partner Group, LLC ("PSPG"), a Delaware limited liability company, and Pershing Square PSUS Holdings, LLC, a Nevada limited liability company ("PSUS Holdings", and together with ManagementCo, PS Inc. and PSPG, the "Reporting Persons"), each of whom has the same business address as ManagementCo and may be deemed to beneficially own the securities reported on this Form 4 (the "Subject Securities"). ManagementCo holds majority voting power over PS Inc.'s shares (including in its capacity as the managing member of PSPG). PS Inc. holds 100% of the interests in PSUS Holdings. ManagementCo, PSPG and PS Inc. may each be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). ManagementCo is governed by its members, consisting of William A. Ackman, Ryan Israel, Ben Hakim, Michael Gonnella, Anthony Massaro and Halit Coussin (collectively, the "ManagementCo Members"). (Continued from Footnote 2) Mr. Ackman owns 24.9% of the voting interests of 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 PS Inc., PSPG, ManagementCo and the ManagementCo Members disclaims beneficial ownership of any Subject Securities, except to the extent of any pecuniary interest therein. On April 30, 2026, PS Inc. and the Issuer completed a combined transaction, consisting of (i) an initial public offering and a concurrent private placement of PS Inc. common stock and (ii) an initial public offering (the "PSUS IPO") and a concurrent private placement (the "PSUS Private Placement" and together with the PSUS IPO, the "combined PSUS offering") of the Issuer's Common Shares of Beneficial Interest ("Common Shares") (collectively, the "combined transaction"). Reflects the acquisition of Issuer Common Shares and the immediate resale of such Issuer Common Shares (the "Resale Shares") by PS Inc. on April 30, 2026 in connection with the completion of the combined PSUS offering. Proceeds of the sale of the Resale Shares were immediately delivered to the Issuer and the resale did not result in any proceeds to PS Inc. Reflects the acquisition of Issuer Common Shares by PSUS Holdings on April 30, 2026, in connection with the completion of the PSUS Private Placement. Reflects the issuance of the Issuer's 7.50% Series A Cumulative Preferred Shares ("Preferred Shares") to PSUS Holdings on April 30, 2026, in connection with the completion of the combined transaction. As of the date of this Form 4, PSUS Holdings holds all outstanding shares of Issuer Preferred Shares.

Key Figures

Preferred shares acquired: 1,000,000 shares Preferred share price: $50.00/share Common shares grant: 96,000,000 shares +3 more

6 metrics

Preferred shares acquired 1,000,000 shares 7.50% Series A Cumulative Preferred Shares at $50 on April 30, 2026

Preferred share price $50.00/share 7.50% Series A Cumulative Preferred Shares issued to PSUS Holdings

Common shares grant 96,000,000 shares Common Shares of Beneficial Interest granted at $50 per share

Common shares price $50.00/share Price for major common share grants in combined PSUS offering

Indirect common holdings after 96,342,320 shares Common Shares of Beneficial Interest indirectly owned after April 30, 2026

Additional common grant 3,657,680 shares Common Shares of Beneficial Interest acquired at $50; total 4,000,000 after

Key Terms

7.50% Series A Cumulative Preferred Shares, Common Shares of Beneficial Interest, initial public offering, private placement, +2 more

6 terms

7.50% Series A Cumulative Preferred Shares financial

"Reflects the issuance of the Issuer's 7.50% Series A Cumulative Preferred Shares"

Common Shares of Beneficial Interest financial

"the Issuer's Common Shares of Beneficial Interest ("Common Shares")"

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

"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.

private placement financial

"an initial public offering (the "PSUS IPO") and a concurrent private placement"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

PSUS IPO financial

"an initial public offering (the "PSUS IPO") and a concurrent private placement"

Rule 16a-1(a) regulatory

"beneficial owner of the Subject Securities for purposes of Rule 16a-1(a)"

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^*

Pershing Square Management, LLC

(Last) (First) (Middle)

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)

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			See Remarks

2a. Foreign Trading Symbol

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

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

	Form filed by One Reporting Person
X	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		A(5)		96,000,000	A	$50	96,342,320	I	See footnotes(1)(2)(3)(4)
Common Shares of Beneficial Interest	04/30/2026		J(5)		96,000,000	D	$50	342,320	I	See footnotes(1)(2)(3)(4)
Common Shares of Beneficial Interest	04/30/2026		A(6)		3,657,680	A	$50	4,000,000	I	See footnotes(1)(2)(3)(4)
7.50% Series A Cumulative Preferred Shares	04/30/2026		A(7)		1,000,000	A	$50	1,000,000	I	See footnotes(1)(2)(3)(4)

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

1. Name and Address of Reporting Person^*

Pershing Square Management, LLC

(Last) (First) (Middle)

787 ELEVENTH AVENUE

9TH FLOOR

(Street)

NEW YORK NEW YORK 10019

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			See Remarks

1. Name and Address of Reporting Person^*

Pershing Square Partner Group LLC

(Last) (First) (Middle)

787 ELEVENTH AVENUE

9TH FLOOR

(Street)

NEW YORK NEW YORK 10019

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			See Remarks

1. Name and Address of Reporting Person^*

PERSHING SQUARE INC.

(Last) (First) (Middle)

787 ELEVENTH AVENUE

9TH FLOOR

(Street)

NEW YORK NEW YORK 10019

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			See Remarks

1. Name and Address of Reporting Person^*

Pershing Square PSUS Holdings, LLC

(Last) (First) (Middle)

787 - 11TH AVENUE

9TH FLOOR

(Street)

NEW YORK NEW YORK 10019

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			See Remarks

Explanation of Responses:

1. In addition to Pershing Square Management, LLC, a Delaware limited liability company ("ManagementCo"), this Form 4 is being filed jointly by Pershing Square Inc., a Nevada corporation ("PS Inc."), Pershing Square Partner Group, LLC ("PSPG"), a Delaware limited liability company, and Pershing Square PSUS Holdings, LLC, a Nevada limited liability company ("PSUS Holdings", and together with ManagementCo, PS Inc. and PSPG, the "Reporting Persons"), each of whom has the same business address as ManagementCo and may be deemed to beneficially own the securities reported on this Form 4 (the "Subject Securities").

2. ManagementCo holds majority voting power over PS Inc.'s shares (including in its capacity as the managing member of PSPG). PS Inc. holds 100% of the interests in PSUS Holdings. ManagementCo, PSPG and PS Inc. may each be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). ManagementCo is governed by its members, consisting of William A. Ackman, Ryan Israel, Ben Hakim, Michael Gonnella, Anthony Massaro and Halit Coussin (collectively, the "ManagementCo Members").

3. (Continued from Footnote 2) Mr. Ackman owns 24.9% of the voting interests of 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 PS Inc., PSPG, ManagementCo and the ManagementCo Members disclaims beneficial ownership of any Subject Securities, except to the extent of any pecuniary interest therein.

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

5. Reflects the acquisition of Issuer Common Shares and the immediate resale of such Issuer Common Shares (the "Resale Shares") by PS Inc. on April 30, 2026 in connection with the completion of the combined PSUS offering. Proceeds of the sale of the Resale Shares were immediately delivered to the Issuer and the resale did not result in any proceeds to PS Inc.

6. Reflects the acquisition of Issuer Common Shares by PSUS Holdings on April 30, 2026, in connection with the completion of the PSUS Private Placement.

7. Reflects the issuance of the Issuer's 7.50% Series A Cumulative Preferred Shares ("Preferred Shares") to PSUS Holdings on April 30, 2026, in connection with the completion of the combined transaction. As of the date of this Form 4, PSUS Holdings holds all outstanding shares of Issuer Preferred Shares.

Remarks:

Nicholas Botta, a member of the board of trustees of the Issuer, is acting in such capacity as a representative of the Reporting Persons. As a result, each of the Reporting Persons is a trustee by deputization for purposes of Section 16 of the Exchange Act. In addition, each of the Reporting Persons is an affiliate of the investment adviser of the Issuer.

	PERSHING SQUARE MANAGEMENT, LLC, By: /s/ William A. Ackman, Member and Chief Executive Officer	05/04/2026
	PERSHING SQUARE PARTNER GROUP, LLC, By: PERSHING SQUARE MANAGEMENT, LLC, its Managing Member, By: /s/ William A. Ackman, Member and Chief Executive Officer	05/04/2026
	PERSHING SQUARE INC., By: /s/ William A. Ackman, Chief Executive Officer and Chairman of the Board	05/04/2026
	PERSHING SQUARE PSUS HOLDINGS, LLC, By: /s/ William A. Ackman, Authorized Signatory	05/04/2026
	** 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

How many Pershing Square USA (PSUS) preferred shares did Pershing Square affiliates receive?

Pershing Square PSUS Holdings, LLC received 1,000,000 of Pershing Square USA’s 7.50% Series A Cumulative Preferred Shares at $50 per share. The filing states PSUS Holdings now holds all outstanding preferred shares as of April 30, 2026, following the combined IPO transaction.

What common equity stake in PSUS do Pershing Square entities report after the transaction?

After the April 30, 2026 transactions, Pershing Square–related entities report indirect ownership of 96,342,320 Common Shares of Beneficial Interest. This reflects multiple grants and restructurings, including a 96,000,000-share common grant at $50 per share completed with the combined IPO and private placements.

What was the price per share for the PSUS equity acquired by Pershing Square affiliates?

The Form 4 shows Pershing Square affiliates acquiring both preferred and common PSUS shares at $50.00 per share. This price applied to 1,000,000 7.50% Series A Cumulative Preferred Shares and to common share grants, including a 96,000,000-share common grant tied to the combined transaction.

Did Pershing Square Inc. receive cash proceeds from reselling PSUS common shares?

The filing states that Pershing Square Inc. acquired and immediately resold certain PSUS Common Shares of Beneficial Interest as “Resale Shares.” All proceeds from selling these Resale Shares were delivered to the issuer, so the resale did not generate any proceeds for Pershing Square Inc. itself.

What transaction structure is described for Pershing Square USA (PSUS) and Pershing Square Inc.?

The footnotes describe a combined transaction completed on April 30, 2026, including an IPO and concurrent private placement of Pershing Square Inc. stock and an IPO plus private placement of PSUS Common Shares. These combined offerings resulted in the reported preferred and common share positions.