Pershing Square (PSUS) buys $50M in 7.5% preferred shares and board rights

Rhea-AI Filing Summary

Pershing Square PSUS Holdings, LLC, together with affiliated entities, reports beneficial ownership of 1,000,000 7.50% Series A Cumulative Preferred Shares of Pershing Square USA, Ltd., representing all of the issuer’s outstanding preferred shares. PSUS Holdings acquired these Preferred Shares on April 30, 2026 for an aggregate purchase price of $50,000,000 in a private placement conducted alongside the initial public offering of the issuer’s common shares.

Under the Preferred Share terms and the Investment Company Act of 1940, PSUS Holdings is entitled to elect two trustees to the issuer’s board and could elect a majority if dividends remain unpaid for two full years. PSUS Holdings also acquired common shares, ending with 4,000,000 common shares, described as less than 5% of the issuer’s outstanding common shares. The purchases were financed using PSUS Holdings’ working capital and borrowings under Pershing Square Inc.’s senior secured revolving and term loan credit facilities.

Insights

Equity ownership & governance analyst

Pershing Square funds PSUS with $50M preferred stake and board rights.

Pershing Square PSUS Holdings has purchased 1,000,000 7.50% Series A Cumulative Preferred Shares for $50,000,000, giving it 100% of this class. These Preferred Shares carry the right to elect two trustees and, if two full years of dividends are unpaid, the right to elect a majority of the issuer’s board.

The filing also shows layered financing: a senior secured revolving credit facility of $250,000,000 and a senior secured term loan of $100,000,000 at Pershing Square Inc., whose proceeds helped fund the investment. PSUS Holdings additionally holds 4,000,000 common shares, described as less than 5% of common shares outstanding.

Lock-up and governance arrangements are notable. Certain common and preferred shares are subject to transfer restrictions until April 30, 2051, and PSUS Holdings entered into anchor subscription, subscription, and registration rights agreements dated April 28 and April 30, 2026. The overall impact on other shareholders depends on how these rights and long-dated restrictions interact with future dividend and capital structure decisions.

Key Figures

Preferred Shares acquired: 1,000,000 shares Preferred aggregate purchase price: $50,000,000 Dividend rate: 7.50% +5 more

8 metrics

Preferred Shares acquired 1,000,000 shares 7.50% Series A Cumulative Preferred Shares acquired April 30, 2026

Preferred aggregate purchase price $50,000,000 Cost to acquire 1,000,000 Preferred Shares in private placement

Dividend rate 7.50% Coupon on Series A Cumulative Preferred Shares

Revolving credit facility $250,000,000 Senior secured revolving facility under Credit Agreement dated April 30, 2026

Term loan facility $100,000,000 Senior secured term loan facility under same Credit Agreement

Anchor common share purchase 1,657,680 shares for $82,884,000 Common Shares bought under Anchor Subscription Agreement on April 28, 2026

Total common shares held 4,000,000 shares PSUS Holdings’ aggregate common shares, less than 5% of outstanding

Lock-up period end April 30, 2051 Transfer restriction end date for certain common and preferred shares

Key Terms

7.50% Series A Cumulative Preferred Shares, Investment Company Act of 1940, Anchor Subscription Agreement, Registration Rights Agreement, +2 more

6 terms

7.50% Series A Cumulative Preferred Shares financial

"Title of Class of Securities: 7.50% Series A Cumulative Preferred Shares"

Investment Company Act of 1940 regulatory

"in accordance with the requirements of the Investment Company Act of 1940, as amended"

A U.S. federal law that sets the rulebook for pooled investment vehicles such as mutual funds, exchange-traded funds and similar money managers, requiring them to register with regulators, disclose holdings and fees, limit conflicts of interest, and follow governance standards. It matters to investors because these protections and transparency rules act like a referee and scoreboard, helping people compare funds, trust that managers follow fair practices, and spot hidden costs or risks.

Anchor Subscription Agreement financial

"PSUS Holdings entered into an Anchor Subscription Agreement with the Issuer"

Registration Rights Agreement financial

"PSUS Holdings entered into a Registration Rights Agreement with the Issuer"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

Senior Credit Facilities financial

"together with the Revolving Facility, the "Senior Credit Facilities""

Senior credit facilities are loans or lines of credit that a company takes from banks or lenders and that have first claim on the company’s cash and assets if it runs into trouble. Think of them like a mortgage that gets paid before other bills; their size, interest rate, and terms affect how expensive and risky it is for a company to operate, which in turn influences investor returns and the likelihood of dilution or default.

Cumulative Preferred Shares financial

"7.50% Series A Cumulative Preferred Shares (the "Preferred Shares")"

Cumulative preferred shares are a class of stock that pays regular fixed payments to holders and keeps a running total of any missed payments, which the company must clear before paying common shareholders. Think of it like a savings account that records skipped interest so the owner gets owed amounts later; this gives investors a steadier income and extra protection compared with common stock, though with limited upside potential.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Pershing Square USA, Ltd.

(Name of Issuer)

7.50% Series A Cumulative Preferred Shares

(Title of Class of Securities)

000000000

(CUSIP Number)

Halit Coussin
Pershing Square Inc., 787 Eleventh Avenue, 9th Floor
New York, NY, 10019
(212) 813-3700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

04/30/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 000000000

1

Name of reporting person

Pershing Square PSUS Holdings, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC, BK

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NEVADA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,000,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,000,000.00

11

Aggregate amount beneficially owned by each reporting person

1,000,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

100 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 000000000

1

Name of reporting person

Pershing Square Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC, BK

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NEVADA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,000,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,000,000.00

11

Aggregate amount beneficially owned by each reporting person

1,000,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

100 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP Number(s): 000000000

1

Name of reporting person

Pershing Square Partner Group, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC, BK

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,000,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,000,000.00

11

Aggregate amount beneficially owned by each reporting person

1,000,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

100 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 000000000

1

Name of reporting person

Pershing Square Management, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC, BK

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,000,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,000,000.00

11

Aggregate amount beneficially owned by each reporting person

1,000,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

100 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: 7.50% Series A Cumulative Preferred Shares
(b)	Name of Issuer: Pershing Square USA, Ltd.
(c)	Address of Issuer's Principal Executive Offices: Pershing Square Inc., 787 Eleventh Avenue, 9th Floor, New York, NEW YORK , 10019.
Item 1 Comment: This statement on Schedule 13D is being filed on behalf of the Reporting Persons (as defined below) relating to the 7.50% Series A Cumulative Preferred Shares (the "Preferred Shares") of Pershing Square USA, Ltd., a Delaware statutory trust (the "Issuer").
Item 2.	Identity and Background
(a)	This statement is being filed by: (i) Pershing Square PSUS Holdings, LLC, a Nevada limited liability company ("PSUS Holdings"); (ii) Pershing Square Inc., a Nevada corporation ("PS Inc."); (iii) Pershing Square Partner Group, LLC, a Delaware limited liability company ("PS Partner Group"); and (iv) Pershing Square Management, LLC, a Delaware limited liability company ("ManagementCo" and together with PSUS Holdings, PS Inc. and PS Partner Group, the "Reporting Persons").
(b)	The address of the principal office of each of the Reporting Persons is 787 Eleventh Avenue, 9th Floor, New York, New York 10019.
(c)	PSUS Holdings' principal business is primarily to serve as a holding company for the Issuer's common shares of beneficial interest (the "Common Shares") and the Preferred Shares. PSUS Holdings is a wholly owned subsidiary of PS Inc. PS Inc.'s principal business is primarily to serve as a holding company for the business of Pershing Square Capital Management, L.P., a Delaware limited partnership ("PSCM"). The name, business address, present principal occupation and citizenship of each executive officer and director of PS Inc. is set forth in Exhibit 99.2 attached hereto and is incorporated herein by reference. PS Partner Group's principal business is primarily to hold shares of common stock of PS Inc. ManagementCo's principal business is to hold voting interests in PS Inc. and act as the managing member of PS Partner Group. The name, business address, present principal occupation and citizenship of each member of ManagementCo is set forth in Exhibit 99.3 attached hereto and is incorporated herein by reference.
(d)	During the last five years, none of the Reporting Persons and, to the knowledge of the Reporting Persons, none of the persons listed on Exhibits 99.2 or 99.3 has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, none of the Reporting Persons and, to the knowledge of the Reporting Persons, none of the persons listed on Exhibits 99.2 or 99.3 was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.
(f)	The information set forth in Item 2(a) is incorporated into this Item 2(f) by reference.
Item 3.	Source and Amount of Funds or Other Consideration
	On April 30, 2026, PSUS Holdings acquired 1,000,000 Preferred Shares for an aggregate purchase price of $50,000,000 in a private placement conducted in connection with the initial public offering of the Issuer's Common Shares. The source of funding for the acquisition of the Preferred Shares was derived from the working capital of PSUS Holdings and amounts drawn under PS Inc.'s Senior Credit Facilities (as defined below). On April 30, 2026, PS Inc. and a syndicate of banks, led by Bank of America, N.A., as administrative agent, entered into a credit agreement (the "Credit Agreement"). The Credit Agreement consists of (i) a senior secured revolving credit facility (the "Revolving Facility") in an aggregate principal amount of $250,000,000 and (ii) a senior secured term loan facility in an aggregate principal amount of $100,000,000 (the "Term Loan Facility," and together with the Revolving Facility, the "Senior Credit Facilities"). PS Inc. used certain proceeds of the Term Loan Facility and borrowings under the Revolving Facility to finance the aforementioned investment via PSUS Holdings in the Issuer. A copy of the Credit Agreement is attached hereto as Exhibit 99.4 and incorporated herein by reference.
Item 4.	Purpose of Transaction
	On April 30, 2026, PSUS Holdings acquired 1,000,000 Preferred Shares in a private placement conducted in connection with the initial public offering of the Issuer's Common Shares, representing all of the outstanding Preferred Shares of the Issuer. Pursuant to the terms of the Preferred Shares and in accordance with the requirements of the Investment Company Act of 1940, as amended (the "1940 Act"), PSUS Holdings, as the holder of the Preferred Shares, will be entitled to elect two Trustees to the Issuer's Board of Trustees at all times and in accordance with the requirements of the 1940 Act would become entitled to elect a majority of the Trustees of the Issuer in the event that two full years' dividends on the Preferred Shares are unpaid. In addition, on April 30, 2026, PSUS Holdings acquired 3,657,680 Common Shares of the Issuer for a purchase price of $50 per share in a private placement conducted in connection with the initial public offering of the Issuer's Common Shares. Following the transaction, PSUS Holdings owned an aggregate 4,000,000 Common Shares of the Issuer, representing less than 5% of the aggregate outstanding Common Shares of the Issuer. In connection with the initial public offering of the Issuer, PS Inc. purchased from the Issuer 40,516,960 Common Shares of the Issuer for resale to the underwriters of the initial public offering of the Issuer, which was completed on April 30, 2026. In addition, PS Inc. purchased from the Issuer 55,483,040 Common Shares of the Issuer for resale to investors in a private placement transaction that closed on April 30, 2026. Each such purchase and sale took place at $50 per share. Except as described above, none of the Reporting Persons covered by this Schedule 13D currently has any plans or proposals that relate to or would result in any of the actions described in paragraphs (a) through (j) of the instructions to Item 4 of Schedule 13D, or any present plans or intentions to acquire or dispose of any securities of the Issuer.
Item 5.	Interest in Securities of the Issuer
(a)	The information set forth in the cover pages of this Schedule 13D is hereby incorporated by reference into this Item 5(a). The Reporting Persons beneficially own, in the aggregate, 1,000,000 Preferred Shares held by PSUS Holdings, constituting all of the issued and outstanding Preferred Shares of the Issuer.
(b)	The information set forth in the cover pages of this Schedule 13D is hereby incorporated by reference into this Item 5(b). The Reporting Persons beneficially own, in the aggregate, 1,000,000 Preferred Shares held by PSUS Holdings, constituting all of the outstanding Preferred Shares of the Issuer. As the parent company of PSUS Holdings, PS Inc. may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose or direct the disposition of) the Preferred Shares. As a significant shareholder of PS Inc., PS Partner Group may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Preferred Shares. As the holder of majority voting power of PS Inc. and the managing member of PS Partner Group, ManagementCo may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose, or direct the disposition, of) the Preferred Shares. To the knowledge of the Reporting Persons, none of the persons listed on Exhibits 99.2 or 99.3 beneficially own any Preferred Shares of the Issuer.
(c)	On April 30, 2026, PSUS Holdings acquired 1,000,000 Preferred Shares for $50 per share. The Preferred Shares were acquired in a private placement conducted in connection with the initial public offering of the Issuer's Common Shares. The source of funding for the acquisition of the Preferred Shares was derived from the working capital of PSUS Holdings and amounts drawn under PS Inc.'s Senior Credit Facilities. Exhibit 99.5, which is incorporated by reference into this Item 5(c) as if restated in full herein, describes all of the transactions in Preferred Shares that were effected during the past sixty days by the Reporting Persons for their own benefit or for the benefit of the Pershing Square Affiliated Funds. Except as set forth above, none of the Reporting Persons has effected any further transactions in the Preferred Shares during the past sixty days.
(d)	Not applicable
(e)	Not applicable
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Pursuant to the terms of the Preferred Shares and in accordance with the requirements of the 1940 Act, PSUS Holdings, as the holder of the Preferred Shares, will be entitled to elect two Trustees to the Issuer's Board of Trustees at all times and in accordance with the requirements of the 1940 Act would become entitled to elect a majority of the Trustees in the event that two full years' dividends on the Preferred Shares are unpaid. On April 28, 2026, PSUS Holdings entered into an Anchor Subscription Agreement with the Issuer, pursuant to which PSUS Holdings purchased 1,657,680 Common Shares for an aggregate purchase price of $82,884,000 and 1,000,000 Preferred Shares for a purchase price of $50,000,000.00. Pursuant to the Anchor Subscription Agreement, PSUS Holdings agreed that it will not, without the prior written consent of the Issuer, transfer any of such Common Shares or Preferred Shares until April 30, 2051. A copy of such Anchor Subscription Agreement is attached hereto as Exhibit 99.6. On April 28, 2026, PSUS Holdings entered into a Subscription Agreement with the Issuer, pursuant to which PSUS Holdings purchased 2,000,000 Common Shares at a price of $50.00 per share. A copy of such Subscription Agreement is attached hereto as Exhibit 99.7. On April 30, 2026, PSUS Holdings entered into a Registration Rights Agreement with the Issuer, a copy of which is attached hereto as Exhibit 99.8.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1: Joint Filing Agreement Exhibit 99.2: Schedule of Executive Officers and Directors of Pershing Square Inc. as of May 7, 2026 Exhibit 99.3: Schedule of Members of Pershing Square Management, LLC as of May 7, 2026 Exhibit 99.4: Credit Agreement, dated April 30, 2026, among PS Inc., as the Borrower, the Guarantors from time to time party thereto, the Lenders party thereto, and Bank of America, N.A., as the Administrative Agent and the L/C Issuer, and BofA Securities, Inc., as Sole Lead Arranger and Sole Bookrunner. Exhibit 99.5: Trading Data Exhibit 99.6: Anchor Subscription Agreement, dated April 28, 2026, by and between PSUS Holdings and the Issuer Exhibit 99.7: Subscription Agreement, dated April 28, 2026, by and between PSUS Holdings and the Issuer Exhibit 99.8: Registration Rights Agreement, dated April 30, 2026, by and between PSUS Holdings and the Issuer

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Pershing Square PSUS Holdings, LLC

Signature:	/s/ William A. Ackman
Name/Title:	Authorized Signatory
Date:	05/07/2026

Pershing Square Inc.

Signature:	/s/ William A. Ackman
Name/Title:	Authorized Signatory
Date:	05/07/2026

Pershing Square Partner Group, LLC

Signature:	/s/ William A. Ackman
Name/Title:	Authorized Signatory
Date:	05/07/2026

Pershing Square Management, LLC

Signature:	/s/ William A. Ackman
Name/Title:	Authorized Signatory
Date:	05/07/2026

FAQ

What stake in Pershing Square USA, Ltd. preferred shares does PSUS Holdings report?

PSUS Holdings reports beneficial ownership of 1,000,000 7.50% Series A Cumulative Preferred Shares, constituting all issued and outstanding preferred shares of Pershing Square USA, Ltd., giving Pershing Square full exposure to this preferred class and its associated governance rights.

How much did Pershing Square pay for the PSUS preferred shares?

Pershing Square PSUS Holdings acquired 1,000,000 Preferred Shares for an aggregate purchase price of $50,000,000. The transaction occurred on April 30, 2026 in a private placement conducted alongside the initial public offering of Pershing Square USA, Ltd.’s common shares.

What board election rights come with PSUS 7.50% Series A preferred shares?

The 7.50% Series A Cumulative Preferred Shares entitle PSUS Holdings to elect two trustees to the issuer’s board at all times. If dividends on the preferred shares are unpaid for two full years, PSUS Holdings would become entitled to elect a majority of the issuer’s trustees.

How were the PSUS preferred share purchases financed by Pershing Square Inc.?

Funding came from PSUS Holdings’ working capital and borrowings under Pershing Square Inc.’s Senior Credit Facilities, which include a $250,000,000 senior secured revolving credit facility and a $100,000,000 senior secured term loan facility established under an April 30, 2026 credit agreement.

What common share position in PSUS does Pershing Square PSUS Holdings report?

After transactions on April 30, 2026, PSUS Holdings owned an aggregate 4,000,000 common shares of Pershing Square USA, Ltd. The filing states this represents less than 5% of the issuer’s aggregate outstanding common shares following the initial public offering.

Are Pershing Square’s PSUS shares subject to any lock-up or transfer restrictions?

Under an Anchor Subscription Agreement dated April 28, 2026, PSUS Holdings agreed not to transfer certain PSUS common and preferred shares without issuer consent until April 30, 2051. This long-dated restriction limits potential secondary sales of those specific holdings for many years.

What additional agreements did Pershing Square enter related to PSUS?

PSUS Holdings entered into an Anchor Subscription Agreement, a Subscription Agreement, and a Registration Rights Agreement with the issuer in April 2026. These documents govern share purchases, long-term transfer restrictions, and registration rights for potential future resales of PSUS securities.