Insider buy: Pershing Square USA (PSUS) secretary acquires 2,000 shares

Rhea-AI Filing Summary

Pershing Square USA, Ltd. secretary Jessica A. Falzone reported an open-market purchase of 2,000 Common Shares of Beneficial Interest on April 30, 2026 at $50.00 per share. The filing shows she now directly owns 2,000 shares, with no derivative positions reported.

Footnotes explain that these shares were acquired in the PSUS Private Placement completed alongside initial public offerings of Pershing Square Inc. and Pershing Square USA, Ltd.

Insider Trade Summary

Net Buyer: 2,000 shares ($100,000)

Net Buy 1 txn

Insider Falzone Jessica A

Role Secretary

Bought 2,000 shs ($100K)

Type	Security	Shares	Price	Value
Purchase	Common Shares of Beneficial Interest	2,000	$50.00	$100K

Holdings After Transaction: Common Shares of Beneficial Interest — 2,000 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 and a concurrent private placement (the "PSUS 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 Private Placement.

Key Figures

Shares purchased: 2,000 shares Purchase price: $50.00 per share Total transaction value: $100,000 +2 more

5 metrics

Shares purchased 2,000 shares Open-market purchase on April 30, 2026

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

Total transaction value $100,000 2,000 shares × $50.00 purchase price

Shares owned after transaction 2,000 shares Total direct holdings following reported purchase

Net share change 2,000 shares Net-buy direction per transaction summary

Key Terms

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

4 terms

open-market purchase financial

"transaction_action is described as an open-market purchase of common shares"

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.

initial public offering financial

"footnote describes an initial public offering and 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

"footnotes reference the PSUS Private Placement of Common Shares"

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.

Common Shares of Beneficial Interest financial

"security_title is listed as 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.

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^*

Falzone Jessica A

(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)
	Secretary

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)		2,000	A	$50	2,000	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 and a concurrent private placement (the "PSUS 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 Private Placement.

	By: /s/ Jessica Falzone	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 Pershing Square USA (PSUS) report for Jessica A. Falzone?

Jessica A. Falzone reported buying 2,000 Pershing Square USA Common Shares of Beneficial Interest. The transaction was an open-market purchase completed on April 30, 2026, and is disclosed in a Form 4 insider trading report filed with regulators.

At what price did Jessica A. Falzone acquire Pershing Square USA (PSUS) shares?

She acquired the shares at $50.00 per share. This price applies to all 2,000 Common Shares of Beneficial Interest reported, resulting in a total purchase value of $100,000 for this single insider transaction on April 30, 2026.

How many Pershing Square USA (PSUS) shares does Jessica A. Falzone own after this transaction?

After the reported transaction, she directly owns 2,000 Common Shares of Beneficial Interest. The Form 4 lists 2,000 total shares following the purchase, and no additional derivative securities or other share classes are reported for her position.

What is the nature of Jessica A. Falzone’s ownership in Pershing Square USA (PSUS)?

Her ownership is classified as direct, meaning the shares are held in her own name. The Form 4 marks the holdings with ownership code “D,” indicating direct ownership rather than through a trust, partnership, or other indirect entity structure.

How is this Pershing Square USA (PSUS) insider purchase connected to the company’s IPO?

Footnotes state that the acquisition reflects shares bought in the PSUS Private Placement. That private placement occurred concurrently with initial public offerings of Pershing Square Inc. and Pershing Square USA, tying this insider purchase to those capital-raising events.

Does the Pershing Square USA (PSUS) Form 4 show any option exercises or derivatives for Jessica A. Falzone?

No, the filing does not show any derivative transactions or option exercises. The derivativeSummary section is empty, indicating no options, warrants, or other derivative securities were exercised, converted, or newly reported for her in this Form 4.