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Form 4 Pershing Square USA, For: Apr 30 Filed by: Pershing Square Management, LLC

May 4, 2026 9:05 PM
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
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Pershing Square Management, LLC
(Last) (First) (Middle)
787 ELEVENTH AVENUE
9TH FLOOR
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
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) Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
04/30/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
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
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
** Signature of Reporting Person Date
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
** Signature of Reporting Person Date
PERSHING SQUARE INC., By: /s/ William A. Ackman, Chief Executive Officer and Chairman of the Board 05/04/2026
** Signature of Reporting Person Date
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).
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