Pershing Square USA Ltd.

05/01/2026 | Press release | Distributed by Public on 05/01/2026 07:21

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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 *
ACKMAN WILLIAM A
2. Issuer Name and Ticker or Trading Symbol
Pershing Square USA, Ltd. [PSUS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O PERSHING SQUARE CAPITAL MGMT., L.P.,, 787 ELEVENTH AVENUE, 9TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
04/30/2026
(Street)
NEW YORK, NY 10019
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
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 P(1)(2) 3,500,000 A $50 3,500,000 D
Common Shares of Beneficial Interest 04/30/2026 P(3) 500,000 A $42 4,000,000 D
Common Shares of Beneficial Interest 04/30/2026 P(1)(2) 841,000 A $50 841,000 I See footnotes(5)(7)
Common Shares of Beneficial Interest 04/30/2026 P(1)(2) 21,200 A $50 21,200 I See footnotes(6)(7)
Common Shares of Beneficial Interest 04/30/2026 P(1)(4) 34,971 A $50 56,171 I See footnotes(6)(7)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ACKMAN WILLIAM A
C/O PERSHING SQUARE CAPITAL MGMT., L.P.,
787 ELEVENTH AVENUE, 9TH FLOOR
NEW YORK, NY 10019
Chief Executive Officer

Signatures

By: /s/ William A. Ackman 04/30/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) On April 30, 2026, Pershing Square Inc. ("PS") and the Issuer completed a combined transaction, consisting of (i) an initial public offering and a concurrent private placement of PS common stock and (ii) an initial public offering (the "PSUS IPO") and a concurrent private placement (the "PSUS Private Placement") of the Issuer's Common Shares of Beneficial Interest ("Common Shares").
(2) Reflects the acquisition of Issuer Common Shares on April 30, 2026 in the PSUS IPO.
(3) Reflects the acquisition of Issuer Common Shares on April 30, 2026 through open market purchase.
(4) Reflects the acquisition of Issuer Common Shares on April 30, 2026 in the PSUS Private Placement.
(5) Reflects Issuer Common Shares held by a limited liability company that is wholly owned by the Reporting Person's spouse.
(6) Reflects Issuer Common Shares held by trusts for the benefit of the Reporting Person's family members.
(7) The Reporting Person may be deemed to be the beneficial owner of these shares for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended. The Reporting Person disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein.
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.
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