Form SCHEDULE 13G PERSHING SQUARE INC. Filed by: Pershing Square Management, LLC
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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
Pershing Square 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
300,268,979.00 | ||||||||
| 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)
75.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, OO |
Comment for Type of Reporting Person: Represents (a) 184,289,699 shares of Common Stock directly held by Pershing Square Partner Group, LLC ("PSPG"), of which Pershing Square Management, LLC ("ManagementCo") is the managing member, and (b) 115,979,280 shares of Common Stock subject to a voting proxy agreement (the "Voting Proxy Agreement"), pursuant to which William A. Ackman, Ryan Israel, Ben Hakim, Michael Gonnella, Anthony Massaro, and Halit Coussin (collectively, the "ManagementCo Members") and certain of their affiliated entities 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).
In addition, ManagementCo is also the sole holder of a Special Voting Share in the Issuer. The Special Voting Share has no economic rights and has voting power (which shall in no event be less than one vote) equal to that number of votes required, when taken together with the aggregate voting power of the shares of Common Stock over which ManagementCo then has voting power, to give ManagementCo a majority of the aggregate voting power of the Special Voting Share and the then-outstanding shares of Common Stock.
Control over ManagementCo is shared among 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
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 | 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
184,289,699.00 | ||||||||
| 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)
46.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Represents 184,289,699 shares of Common Stock directly held by PSPG, of which ManagementCo is the managing member, underlying the M Units granted to applicable personnel of the Issuer (which, upon vesting, may be redeemed by the holder, subject to certain conditions, for shares of Common Stock held by PSPG initially on a one-for-one basis, subject to certain adjustments pursuant to the terms of the M Units).
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 Pershing Square Management, LLC and Pershing Square Partner Group, 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:
Each of the Reporting Persons 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. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Pursuant to PSPG's organizational document, each member of PSPG holding M Units therein has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Common Stock held by PSPG on a pro rata basis. Other than William A. Ackman and Ryan Israel, no other person is known to the Reporting Persons to have such interests relating to more than 5 percent of the outstanding shares of Common Stock. | ||
| 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.
PSPG is the relevant entity for which ManagementCo may be considered a parent holding company. | ||
| 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