Pershing Square USA Ltd.

04/28/2026 | Press release | Distributed by Public on 04/28/2026 19:50

Initial Statement of Beneficial Ownership (Form 3)

FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Pershing Square Management, LLC
2. Date of Event Requiring Statement (Month/Day/Year)
04/28/2026
3. Issuer Name and Ticker or Trading Symbol
Pershing Square USA, Ltd. [PSUS]
(Last) (First) (Middle)
787 ELEVENTH AVENUE, 9TH FLOOR
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
See Remarks
5. If Amendment, Date Original Filed (Month/Day/Year)
(Street)
NEW YORK, NY 10019
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Shares of Beneficial Interest 342,320 I See Footnotes(1)(2)(3)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Pershing Square Management, LLC
787 ELEVENTH AVENUE
9TH FLOOR
NEW YORK, NY 10019
X X See Remarks
Pershing Square Partner Group LLC
787 ELEVENTH AVENUE
9TH FLOOR
NEW YORK, NY 10019
X X See Remarks
PERSHING SQUARE INC.
787 ELEVENTH AVENUE
9TH FLOOR
NEW YORK, NY 10019
X X See Remarks
Pershing Square PSUS Holdings, LLC
787 ELEVENTH AVENUE
9TH FLOOR
NEW YORK, NY 10019
X X See Remarks

Signatures

PERSHING SQUARE MANAGEMENT, LLC, By: /s/ William A. Ackman, Member and Chief Executive Officer 04/28/2026
**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 04/28/2026
**Signature of Reporting Person Date
PERSHING SQUARE INC., By: /s/ William A. Ackman, Chief Executive Officer and Chairman of the Board 04/28/2026
**Signature of Reporting Person Date
PERSHING SQUARE PSUS HOLDINGS, LLC, By: /s/ William A. Ackman, Authorized Signatory 04/28/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) In addition to Pershing Square Management, LLC, a Delaware limited liability company ("ManagementCo"), this Form 3 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 3 (the "Subject Securities").
(2) The Subject Securities are held by PSUS Holdings. 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").
(3) (Continued from Footnote 2) 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"). 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.

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.

Affiliate of Investment Adviser; Trustee
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Pershing Square USA Ltd. published this content on April 28, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on April 29, 2026 at 01:50 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]