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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1. Name and Address of Reporting Person * Pershing Square Management, LLC 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 (Last) (First) (Middle) 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) ___ Form filed by One Reporting Person _X_ 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 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)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
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 - 11TH 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		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

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)	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.

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