Form SCHEDULE 13G PERSHING SQUARE INC. Filed by: ACKMAN WILLIAM A
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Pershing Square Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
(CUSIP Number) |
06/30/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
William A. Ackman | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
181,302,229.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
45.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
Comment for Type of Reporting Person: Represents (a) 1,500,000 shares of Common Stock directly held by Mr. Ackman, (b) (i) 86,493,537 shares of Common Stock underlying Mr. Ackman's vested M Units (which may be redeemed by Mr. Ackman, subject to certain conditions, for shares of Common Stock held by Pershing Square Partner Group, LLC ("PSPG") initially on a one-for-one basis, subject to certain adjustments pursuant to the terms of the M Units) and (ii) 76,825,763 shares of Common Stock directly held by WAA Management LLC, of which Mr. Ackman is the sole manager, (c) 16,000,000 shares of Common Stock directly held by The PS 2026 GRAT, of which Mr. Ackman is the trustee, (d) 314,729 shares of Common Stock directly held by trusts for the benefit or, or whose beneficiaries include, Mr. Ackman's family members, and (e) 168,200 shares of Common Stock directly held by a limited liability company wholly owned by Mr. Ackman's spouse.
Pershing Square Management, LLC ("ManagementCo") has sole voting power with respect to 180,821,400 of the foregoing shares of Common Stock as the managing member of PSPG and pursuant to a voting proxy agreement (the "Voting Proxy Agreement"). Pursuant to the Voting Proxy Agreement, each of Mr. Ackman, WAA Management LLC and The PS 2026 GRAT has provided an irrevocable proxy to ManagementCo with respect to any shares of Common Stock that each such person, now or in the future, owns (directly or indirectly) or otherwise holds the power to vote (directly or indirectly). Control over ManagementCo is shared among its members: Mr. Ackman, Ryan Israel, Ben Hakim, Michael Gonnella, Anthony Massaro, and Halit Coussin (collectively, the "ManagementCo Members"). Mr. Ackman owns 24.9% of the voting interests in 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 the ManagementCo Members expressly disclaims, for purposes of Section 13(d) of the Exchange Act, beneficial ownership in shares of Common Stock beneficially owned by any other ManagementCo Member.
The percent of the class is based on 400,000,000 shares of Common Stock outstanding as of August 10, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 (the "Form 10-Q").
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
WAA Management LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
163,319,300.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
40.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Represents (a) 86,493,537 shares of Common Stock underlying Mr. Ackman's vested M Units and (b) 76,825,763 shares of Common Stock directly held by WAA Management LLC, of which Mr. Ackman is the sole manager.
The percent of the class is based on 400,000,000 shares of Common Stock outstanding as of August 10, 2026, as reported in the Issuer's Form 10-Q.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Pershing Square Inc. | |
| (b) | Address of issuer's principal executive offices:
787 Eleventh Avenue, Ninth Floor, New York, New York 10019. | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is being filed by William A. Ackman and WAA Management LLC (collectively, the "Reporting Persons"). | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is 787 Eleventh Avenue, Ninth Floor, New York, New York 10019. | |
| (c) | Citizenship:
Mr. Ackman is a citizen of the United States.
WAA Management LLC is a Delaware limited liability company. | |
| (d) | Title of class of securities:
Common Stock | |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See the responses to Row 9 on the attached cover pages. | |
| (b) | Percent of class:
See the responses to Row 11 on the attached cover pages. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See the responses to Row 5 on the attached cover pages. | ||
| (ii) Shared power to vote or to direct the vote:
See the responses to Row 6 on the attached cover pages. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See the responses to Row 7 on the attached cover pages. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See the responses to Row 8 on the attached cover pages. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
WAA Management LLC is the relevant entity for which Mr. Ackman may be considered a control person. | ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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.
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Exhibit Information
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Exhibit 99.1: Joint Filing Agreement |
ATTACHMENTS / EXHIBITS
