Pershing Square Management, LLC bought PSUS
April 30, 2026 · Form 4 insider transaction
Pershing Square Management, LLC bought 1,000,000 shares of Pershing Square USA, Ltd. at $50.00 per share, a transaction worth $50.00M. The trade was recorded as grant or award and disclosed on an SEC Form 4, filed 4 days after the transaction.
Footnotes
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.; 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").