Pershing Square USA (PSUS) director Nicholas Botta purchases 250,000 IPO shares

Rhea-AI Filing Summary

Pershing Square USA, Ltd. director and trustee Nicholas Anthony Botta reported an open-market purchase of Common Shares of Beneficial Interest. On April 30, 2026, he bought 250,000 shares at $50.00 per share, all acquired in connection with the PSUS initial public offering. Following this transaction, he directly holds 250,000 Common Shares of Beneficial Interest.

Insights

Equity governance analyst

Director Botta made a sizable IPO-day share purchase, signaling personal alignment with Pershing Square USA.

Nicholas Anthony Botta, a director and trustee of Pershing Square USA, Ltd., executed an open-market purchase of 250,000 Common Shares of Beneficial Interest at $50.00 per share on April 30, 2026, tied to the PSUS IPO. This appears as a single, concentrated acquisition rather than routine compensation.

The filing shows he now directly holds the same 250,000 shares, with no derivative positions listed. While the proportion of these holdings relative to total shares outstanding is not provided here, such personal capital commitment by a board member often indicates confidence and closer alignment with other shareholders’ interests. Subsequent filings may clarify how his position evolves after the IPO.

Insider Trade Summary

Net Buyer: 250,000 shares ($12,500,000)

Net Buy 1 txn

Insider Botta Nicholas Anthony

Role null

Bought 250,000 shs ($12.50M)

Type	Security	Shares	Price	Value
Purchase	Common Shares of Beneficial Interest	250,000	$50.00	$12.50M

Holdings After Transaction: Common Shares of Beneficial Interest — 250,000 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: 250,000 shares Purchase price: $50.00 per share Shares held after transaction: 250,000 shares +2 more

5 metrics

Shares purchased 250,000 shares Open-market purchase on April 30, 2026

Purchase price $50.00 per share Common Shares of Beneficial Interest

Shares held after transaction 250,000 shares Direct holdings following April 30, 2026 trade

Transaction code P Open-market or private purchase of non-derivative security

Transaction direction Buy (net-buy 250,000 shares) Form 4 transactionSummary

Key Terms

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

4 terms

open-market purchase financial

"reported an open-market purchase of Common Shares of Beneficial Interest"

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

"he bought 250,000 shares at $50.00 per share, all acquired in connection with the PSUS initial public offering"

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

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

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

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

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.

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^*

Botta Nicholas Anthony

(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)

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

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)		250,000	A	$50	250,000	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 director Nicholas Botta report?

Nicholas Botta reported buying 250,000 Pershing Square USA Common Shares of Beneficial Interest. The purchase was an open-market transaction at $50.00 per share on April 30, 2026, tied to the PSUS initial public offering.

At what price did Nicholas Botta buy PSUS shares in the Form 4 filing?

He bought the PSUS Common Shares of Beneficial Interest at $50.00 per share. The Form 4 notes this was an open-market purchase completed on April 30, 2026, in connection with the Pershing Square USA initial public offering.

How many PSUS shares does Nicholas Botta own after this transaction?

After the reported transaction, Nicholas Botta directly owns 250,000 Common Shares of Beneficial Interest in Pershing Square USA. The Form 4 shows this figure as his total direct holdings following the April 30, 2026 purchase.

Was Nicholas Botta’s PSUS share purchase part of the IPO?

Yes. A footnote explains the 250,000 PSUS Common Shares were acquired on April 30, 2026 in the PSUS initial public offering. The IPO coincided with a combined transaction involving Pershing Square Inc. and Pershing Square USA.

Does the PSUS Form 4 show any derivative securities for Nicholas Botta?

No derivative securities are listed for Nicholas Botta in this Form 4. The filing only reports a non-derivative open-market purchase of 250,000 Common Shares of Beneficial Interest and shows no remaining derivative positions afterward.