As filed with the Securities and Exchange Commission on March 10, 2026.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Pershing Square Holdco, L.P.

to be converted as described herein to a corporation named

Pershing Square Inc.

(Exact Name of Registrant as Specified in its Charter)


Nevada	6282	99-2840341
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

787 Eleventh Avenue

9th Floor

New York, New York 10019

Telephone: (212) 813-3700

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Halit Coussin

Pershing Square Inc.

787 Eleventh Avenue

9^th Floor

New York, New York 10019

Telephone: (212) 813-3700

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:


Joshua Ford Bonnie William R. Golden III Aarthy S. Thamodaran Simpson Thacher & Bartlett LLP 900 G Street, N.W. Washington, D.C. 20001 Telephone: (202) 636-5500			Scott D. Miller William G. Farrar Ken Li Sullivan & Cromwell LLP 125 Broad Street New York, NY 10004 (212) 558-4000			Kevin T. Hardy Skadden, Arps, Slate, Meagher & Flom LLP 320 S Canal Street Chicago, Illinois 60606 Michael J. Schwartz Skadden, Arps, Slate, Meagher & Flom LLP One Manhattan West New York, New York 10001

Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after the Registration Statement is declared effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☐

Emerging growth company

☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF CONTENTS

EXPLANATORY NOTE

Pershing Square Holdco, L.P., the registrant whose name appears on the cover of this registration statement on Form S-1 (this “Registration Statement”), is a Delaware limited partnership. Prior to the effectiveness of each of this Registration Statement and the PSUS Registration Statement (as defined below), Pershing Square Holdco, L.P. will convert into a Nevada corporation pursuant to a statutory conversion and change its name to Pershing Square Inc. This conversion is referred to throughout the prospectus included in this Registration Statement as the “Corporate Conversion.” Except as disclosed in the prospectus included in this Registration Statement, the historical consolidated financial statements and summary historical consolidated financial information and other financial information included in this Registration Statement are those of Pershing Square Holdco, L.P. or its predecessor Pershing Square Capital Management, L.P., as described in the section captioned “Financial Statement Presentation” in the prospectus included in this Registration Statement, and do not give effect to the Corporate Conversion. Shares of the common stock of Pershing Square Inc. are being offered by the prospectus included in this Registration Statement.

This initial public offering of common stock of Pershing Square Inc. (“this offering”), together with the initial public offering (the “PSUS IPO”) of common shares of beneficial interest (the “PSUS Shares” and each, a “PSUS Share”) of Pershing Square USA, Ltd. (“PSUS”), a Delaware statutory trust, as contemplated by the registration statement on Form N-2 (File Nos. 333- and 811-23932) (the “PSUS Registration Statement”), are component parts of a single offering, which we refer to as the “combined offering.” PSUS is a non-diversified, closed-end investment company that is registered under the Investment Company Act of 1940, as amended. Our wholly owned subsidiary, Pershing Square Capital Management, L.P., serves as the investment manager of PSUS. The PSUS Shares are being offered at a public offering price of $50.00 per share. We currently expect to deliver to each initial investor in the PSUS IPO, for no additional consideration, 20 shares of our common stock for every 100 PSUS Shares purchased in the PSUS IPO, including any PSUS Shares acquired by the underwriters in the PSUS IPO in connection with the exercise of their option to purchase additional PSUS Shares, as described in the prospectus of PSUS. Each investor in the PSUS IPO will be delivered the prospectus of PSUS and the prospectus of Pershing Square Inc.

TABLE OF CONTENTS

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS, DATED MARCH 10, 2026

Pershing Square Inc.

Common Stock

(par value $0.001)

This prospectus is being provided to you along with the separate prospectus (“PSUS Prospectus”) of Pershing Square USA, Ltd. (“PSUS”) related to the proposed distribution (together with related transactions, the “PSUS IPO”) of common shares of beneficial interest of PSUS (the “PSUS Shares” and each, a “PSUS Share”) at a public offering price of $50.00 per share. This offering and the PSUS IPO are component parts of a single offering, which we refer to as the “combined offering.” PSUS is a non-diversified, closed-end investment company that is registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Our wholly owned subsidiary, Pershing Square Capital Management, L.P., serves as the investment manager of PSUS.

We are issuing our shares in this offering only to the initial investors in the PSUS IPO. We currently expect to deliver to each initial investor in the PSUS IPO, for no additional consideration, 20 shares of our common stock for every 100 PSUS Shares purchased in the PSUS IPO, including any PSUS Shares acquired by the underwriters in connection with the exercise of their option to purchase additional PSUS Shares, as described in the accompanying PSUS Prospectus. The combined offering will not result in any proceeds to us.

Prior to the combined offering, there has been no public market for our common stock. We have applied to list our shares of common stock on the New York Stock Exchange (the “NYSE”) under the trading symbol “PS” concurrently with the listing on the NYSE of the PSUS Shares in connection with the PSUS IPO. Shares of our common stock and the PSUS Shares will each trade separately on the NYSE, and investors may freely sell each security separately.

PSUS has secured $2.8 billion in commitments (which includes the $100 million common shares investment we have agreed to make) from a number of qualified investors (the “private placement investors”) consisting of U.S. and international institutional investors, including family offices (30%), pension funds (25%), insurance companies (22%), ultra-high-net-worth investors (12%) and other investors (11%), that have agreed to acquire an aggregate of 55.6 million PSUS Shares at a price of $50.00 per share in a private placement transaction (the “PSUS Private Placement”) exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). We will deliver to each private placement investor, for no additional consideration, 30 shares of our common stock for every 100 PSUS Shares purchased in the PSUS Private Placement, for an aggregate of 16.7 million shares of our common stock, in a private placement transaction exempt from registration under the Securities Act (the “PS Private Placement” and together with the PSUS Private Placement, the “combined private placement”). We refer to the combined private placement and the combined offering together as the “combined transaction.” The agreements with the private placement investors provide that the combined private placement will be settled concurrently with, and will be contingent upon, the closing of the combined offering and the satisfaction of other customary closing conditions. PSUS currently expects to raise between $5 billion and $10 billion in the combined transaction, consisting of the $2.8 billion in the PSUS Private Placement and between $2.2 billion and $7.2 billion, respectively, in the PSUS IPO. See “Unaudited Pro Forma Consolidated Financial Information.”

Upon completion of the combined transaction, certain members of our senior management will initially own, directly or indirectly, % of the outstanding shares of our common stock (or % if the underwriters in the PSUS IPO exercise in full their option to purchase additional PSUS Shares as described in the accompanying PSUS Prospectus). PS Holdco GP Managing Member, LLC (“ManagementCo”), an entity managed by these members of our senior management, will have voting power over some or all of these shares, and as a result, will initially have voting power over % of our outstanding common stock (or % if the underwriters in the PSUS IPO exercise in full their option to purchase additional PSUS Shares). As a result, upon completion of the combined transaction, we will be a “controlled company” within the meaning of the corporate governance standards of the NYSE. See “Summary—Implications of Being a Controlled Company.”

In addition, we have implemented a special voting arrangement that would have no impact for so long as ManagementCo continues to have the power to vote a majority of our common stock, but, in the event this were no longer the case, would protect our firm from change of control events, such as the risk that changes in the ownership of our voting securities could be deemed to have resulted in an “assignment” of our investment management agreements under the 1940 Act or the Investment Advisers Act of 1940, as amended, or a “change of control” under the indentures governing the senior notes of Pershing Square Holdings, Ltd. More specifically, ManagementCo will hold a Special Voting Share (as defined herein) that 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 our 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 our common stock. See “Description of Capital Stock—Preferred Stock—Special Voting Share.” Because the shares of our common stock over which ManagementCo will initially have voting power will provide it with in excess of a simple majority of the voting power of the outstanding shares of our common stock, the Special Voting Share will initially provide only a single additional vote to ManagementCo.

We are an “emerging growth company” as defined under the federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements. See “Summary—Implications of Being an Emerging Growth Company.”

In reviewing this prospectus, you should carefully consider the matters described in the section titled “Risk Factors” beginning on page 30 of this prospectus.


	Per Share	Total
Initial public offering price⁽¹⁾	$ 0	$ 0
Underwriting discounts and commissions⁽²⁾	$ 0	$ 0
Proceeds, before expenses, to Pershing Square Inc.⁽¹⁾	$ 0	$ 0

(1)	The shares of our common stock in this offering are being issued only to the initial investors in the PSUS IPO for no additional consideration.

(2)

The underwriters for this offering and the offering of PSUS Shares in the PSUS IPO will be the same. The underwriters will receive no discounts or commissions in connection with this offering. In connection with the PSUS IPO, the underwriters will receive a commission and be reimbursed for certain out-of-pocket expenses and certain underwriters will also receive structuring fees. Please see the section titled “Underwriting” in the accompanying PSUS Prospectus and in this prospectus for a description of arrangements with the underwriters.

The underwriters expect to deliver the shares of our common stock to the initial investors in the PSUS IPO in New York, New York on or about , .

Citigroup

UBS Investment

Bank

BofA

Securities

Jefferies

Wells Fargo

Securities

The date of this prospectus is , 2026

TABLE OF CONTENTS

Neither we nor the underwriters have authorized anyone to provide any information other than that contained in this prospectus, any amendment or supplement to this prospectus or in any free writing prospectuses we have prepared. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We and the underwriters are offering shares of our common stock only in jurisdictions where offers are permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any delivery of shares of our common stock. Our business, financial condition, results of operations, and prospects may have changed since that date.

Through and including , 2026 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter.

For investors outside the United States: Neither we nor the underwriters have done anything that would permit our initial public offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of our common stock and the distribution of this prospectus outside of the United States.

Financial Statement Presentation

Except as disclosed in the prospectus, the historical consolidated financial statements and summary historical consolidated financial information and other financial information included in this registration statement are those of Pershing Square Holdco, L.P. or its predecessor, Pershing Square Capital Management, L.P. (“PSCM”), and do not give effect to the Corporate Conversion and the other transactions described in “Summary—Reorganization Transactions.” See “Summary—Reorganization Transactions” and “Unaudited Pro Forma Consolidated Financial Information” for more information.

Certain amounts, percentages, and other figures included in this prospectus have been subject to rounding adjustments. Percentage amounts included in this prospectus have been calculated, in some cases, not on the basis of such rounded figures, but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this prospectus may vary from those obtained by performing the same calculations using the figures on the face of our consolidated financial statements included elsewhere in this prospectus. Certain other amounts that appear in this prospectus may not sum due to rounding.

TABLE OF CONTENTS

Certain Definitions

As used in this prospectus, “Pershing Square,” the “Company,” “our company,” “we,” “us” and “our” refer (i) prior to the consummation on May 31, 2024 of the transaction pursuant to which a consortium of strategic investors (the “Strategic Investors”) acquired minority interests in our business (the “Strategic Investment”), to PSCM, a Delaware limited partnership, and its consolidated subsidiaries, (ii) after the Strategic Investment but prior to the consummation of the Corporate Conversion, described under “Summary—Reorganization Transactions,” to Pershing Square Holdco, L.P. and its consolidated subsidiaries and (iii) following the Corporate Conversion and the combined offering, to Pershing Square Inc. and its consolidated subsidiaries, including PSCM. In addition, unless otherwise noted or the context requires otherwise:

•

“assets under management” or “AUM” means, with respect to our core funds and PSVII, the net assets of our core funds and PSVII as calculated in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) or International Financial Reporting Standards (“IFRS”), as applicable, while adding back the principal value of PSH’s outstanding bonds without double counting the investment made by any of our funds in PSVII. Assets under management or AUM means, with respect to HHH, the market capitalization of HHH plus its net mortgages, notes, and loans payable as disclosed in its most recent publicly available filing;

•	“combined offering” refers collectively to this initial public offering of shares of our common stock together with the initial public offering of PSUS Shares;

•

“combined private placement” refers collectively to the offer and sale of PSUS Shares in a private placement transaction exempt from registration under the Securities Act and the offer and sale of shares of our common stock in a private placement transaction exempt from registration under the Securities Act;

•	“combined transaction” refers collectively to the combined offering and the combined private placement;

•	“core funds” or “funds” refers collectively to PSLP, PSINTL, PSH and, following the combined offering, PSUS;

•

“Howard Hughes Transaction” or “HHH Transaction” refers collectively to the transactions contemplated by the Share Purchase Agreement, dated May 5, 2025, by and between HHH and Pershing Square Holdco, L.P., and related agreements, including (i) the HHH Services Agreement pursuant to which HHH will pay PSCM certain fees in consideration of the investment advisory and other services we provide to HHH, (ii) the Shareholder Agreement, dated May 5, 2025, by and between HHH, Pershing Square Holdco, L.P. and PSCM, (iii) the Standstill Agreement, dated May 5, 2025, by and between HHH and Pershing Square Holdco, L.P. and (iv) the Registration Rights Agreement, dated May 5, 2025, by and between the HHH, Pershing Square Holdco, L.P., Pershing Square, L.P., Pershing Square Holdings, Ltd. and Pershing Square International, Ltd.;

•	“fee-paying assets under management” or “Fee-Paying AUM” means, with respect to our core funds and PSVII, the AUM we manage and earn a performance fee and/or management fee from. Fee-paying assets under management or Fee-Paying AUM means, with respect to HHH, the market capitalization of HHH;

•	“Founder” refers to William A. Ackman, our Founder and Chief Executive Officer and Chairman of our board of directors;

•	“HHH” refers to Howard Hughes Holdings Inc., a Delaware corporation (NYSE: HHH);

•	“HHH Services Agreement” refers to the Services Agreement, dated May 5, 2025, by and between HHH and PSCM, attached hereto as Exhibit 10.18;

•	“ManagementCo” refers to PS Holdco GP Managing Member, LLC, an entity managed by members of our senior management;

•

“Net Asset Value” or “NAV,” means, with respect to PSH, net assets, calculated as total assets less total liabilities, in accordance with IFRS. Net Asset Value or NAV, with respect to PSLP and PSINTL, means the net assets of each such fund, calculated as total assets less total liabilities (including any

TABLE OF CONTENTS

accrued performance fee or incentive allocation) and, with respect to PSUS, means its net assets, calculated as securities, cash and other assets (including interest accrued but not collected) less all liabilities (including accrued expenses, the liquidation preference of any outstanding preferred shares and dividends payable), in each case, in accordance with GAAP;

•	our “other investment vehicles” refers to PSVII, for periods prior to its liquidation on December 31, 2024, and other co-investment vehicles which we may sponsor from time to time;

•	“permanent capital” means capital that is not subject to withdrawal or redemption at the option of the fund investor or stockholder;

•	“permanent capital AUM” refers to the portion of Fee-Paying AUM that is not subject to withdrawal or redemption at the option of the fund investor or stockholder;

•	our “pre-IPO management owners” refers to our pre-IPO owners excluding the Strategic Investors;

•	our “pre-IPO owners” refers to the stockholders of Pershing Square Inc. immediately following the Corporate Conversion but prior to the combined offering;

•	our “private funds” refers to PSINTL and PSLP;

•	“PSGP” refers to Pershing Square GP, LLC, a Delaware limited liability company, which is the general partner of PSLP;

•	“PSH” refers to Pershing Square Holdings, Ltd., a Guernsey limited liability company, which commenced investing on December 31, 2012 and has its shares admitted to trading on the London Stock Exchange;

•	“PSINTL” refers to Pershing Square International, Ltd., a Cayman Islands exempted company, which commenced investing in January 2005;

•	“PSLP” refers to Pershing Square, L.P., a private investment fund organized as a Delaware limited partnership, which commenced investing in January 2004;

•	“PSUS” refers to Pershing Square USA, Ltd., a Delaware statutory trust, which has filed the registration statement on Form N-2 (File Nos. 333- and 811-23932) relating to the initial public offering of the PSUS Shares with the Securities and Exchange Commission;

•	“PSUS Prospectus” refers to the prospectus filed by PSUS related to the proposed distribution of its common shares of beneficial interest;

•	“PSVII” refers to PS VII Master, L.P. and its affiliated funds;

•	“Vantage” refers to Vantage Group Holdings Ltd., a privately held specialty insurance and reinsurance holding company; and

•	“Vantage Acquisition” refers to the proposed acquisition by HHH of Vantage, as agreed to on December 17, 2025 and expected to close in the second quarter of 2026, subject to customary regulatory approvals and closing conditions.

iii

TABLE OF CONTENTS

Questions And Answers About This Offering

The following questions and answers briefly address some questions you may have about this offering. They do not include all the information that may be important to you. We encourage you to read carefully this entire prospectus.

Q:	Will I be able to participate in this offering if I do not participate in the PSUS IPO?

No. This offering and the PSUS IPO are component parts of a single offering, which we refer to as the “combined offering.” We are issuing our shares in this offering only to the initial investors in the PSUS IPO. We currently expect to deliver to each initial investor in the PSUS IPO, for no additional consideration, 20 shares of our common stock for every 100 PSUS Shares purchased in the PSUS IPO. If you elect to purchase PSUS Shares in the PSUS IPO, you are not required to take any action in order to participate in and receive shares of our common stock in this offering.

Q:	Will Pershing Square Inc. receive any proceeds from the combined transaction?

No. We are issuing shares of our common stock to the initial investors in the PSUS IPO for no additional consideration, and we will not receive any proceeds from the PSUS IPO. Accordingly, the combined offering will not result in any proceeds to us. See the accompanying PSUS Prospectus for more information on the use of the net proceeds from the PSUS IPO by PSUS. Similarly, we will issue shares of our common stock to the private placement investors for no additional consideration, and we will not receive any proceeds from the PSUS Private Placement. Accordingly, the combined private placement also will not result in any proceeds to us.

Q:	What are the reasons for this offering?

The purpose of this offering is to give investors in PSUS an interest in Pershing Square Inc. at no additional cost in recognition of the importance of the PSUS IPO to our long-term success and to provide an additional incentive for prospective investors to purchase PSUS Shares in the PSUS IPO. Although the combined offering will not result in any proceeds to us, we expect to benefit from a successful PSUS IPO, which we anticipate will result in a material expansion of our fee-paying permanent capital AUM and revenue.

In addition, the combined offering will result in Pershing Square Inc. becoming publicly traded, which we believe will enhance our access to capital for our growth initiatives and our ability to attract and retain investment professionals and other employees.

Q:	When will shares of common stock in Pershing Square Inc. begin trading on the NYSE?

We have applied to list our shares of common stock on the NYSE under the trading symbol “PS” concurrently with the listing on the NYSE of the PSUS Shares in connection with the PSUS IPO. We anticipate that separate trading on the NYSE of each security will begin on the first trading day following the pricing of the PSUS IPO. Investors who purchase PSUS Shares in the PSUS IPO and receive shares of our common stock in the combined offering may freely sell each security separately on the NYSE once trading begins. See “Risk Factors—Risks Related to the Combined Offering and Ownership of Our Common Stock—No public market for our common stock currently exists, and an active trading market for our common stock may never develop or be sustained after the combined offering. Following the combined offering, our stock price may fluctuate significantly.”

TABLE OF CONTENTS

SUMMARY

This summary highlights information contained elsewhere in this prospectus and does not contain all of the information you should consider before investing in shares of our common stock. You should read this entire prospectus carefully, including the section titled “Risk Factors” and the financial statements and the related notes thereto included elsewhere in this prospectus before you decide to invest in shares of our common stock.

Who We Are

We are an alternative asset management company that manages pools of permanent capital invested in long-term, high-return investment strategies. Our growth is principally driven by the long-term compounding of our assets under management and the opportunistic launch of new permanent capital vehicles that enable us to pursue new investment verticals or to pursue our core investment strategies in new jurisdictions.

Durable Permanent Capital Base. Nearly all of our assets under management consist of permanent capital—assets that are not subject to withdrawal or redemption at the option of the fund investor or shareholder. The permanency of our capital is due to durable contractual arrangements. Our growth is largely organic, driven by the long-term compound annual returns of our permanent capital vehicles and the retention and reinvestment of our assets, rather than by continual fundraising and the launch of an ever-increasing number of new products and strategies. In contrast to other private equity alternative asset managers who must raise increasingly larger funds in order to replace liquidated funds and to grow their fee-paying assets, our Fee-Paying AUM growth is largely driven by our long-term investment returns. Even if one were to ignore the potential additions to our growth from the future launch of new investment vehicles, we believe that our existing permanent capital funds and vehicles, which will include PSUS following the combined offering, will enable us to achieve high, long-term, compound rates of growth in Fee-Paying AUM, revenues, and profits driven by our long-term investment returns and asset retention. Our strategy of organic growth via the compounding and retention of our assets is less sensitive to the market for raising capital and does not require the organizational complexity and expense of a large fundraising operation. While new fund launches can lead to step-change ‘overnight’ increases in our Fee-Paying AUM, we believe that they are not required for us to generate highly attractive long-term returns for shareholders.

Simple, Lean, High-Margin Business Model. We pursue a unified investment strategy across our investment vehicles that leverages the core competencies of a limited number of investment professionals, resulting in a highly scalable and profitable operating model. We believe our systems, investment team, and other organizational resources are capable of managing an asset base many times larger than our current AUM.

Predictable and Recurring Fee-Related Earnings. We benefit from predictable and recurring revenues primarily consisting of management fees, which, in the case of our core funds, are typically equal to 1.5% of net asset value per annum paid quarterly, and a senior claim on performance fees, which are paid annually as long as our funds have generated a positive return above a previous year’s high-water mark. Unlike private equity fund managers whose incentive fees are earned only when the manager generates realized gains in excess of an annual preferred return (typically 8%), our performance fees are paid annually as long as the mark-to-market net asset value of a fund at year-end increases above its high-water mark, whether these gains are realized or unrealized, and without the requirement for a fund to achieve a preferred return.

Unlike other publicly traded alternative asset managers that receive a pro rata share of the performance fees paid by their funds with the balance paid to compensate employees, Pershing Square Inc. retains a preferred interest in performance fees—generally, the annual performance fees from each fund earned on the first five percentage points of return net of the management fee, which we refer to as “Preferred Performance Fees”—and pays the balance of performance fees, which we refer to as the “Subordinated Performance Fees,” to CompCo (as defined below), an entity that compensates its members (including our investment professionals and certain other employees). Pershing Square Inc. retains a senior claim on the Preferred Performance Fees, a claim which accrues to a subsequent year or years in the event it is not fully paid in any one year. This arrangement increases the certainty and predictability to Pershing Square Inc. of performance-related revenue because as long as the Pershing Square funds can achieve a 5% annual compound return net of their management fees over the long-term, the Preferred Performance Fees will be fully paid.

Long-Tenured and Highly Aligned Investment Team. We believe we have been able to attract and retain some of the best industry talent in the investment management business. We believe that the highly attractive

TABLE OF CONTENTS

economics of our business—with one of the largest amounts of invested capital per employee in the industry—along with our unique permanent capital base and family-oriented collaborative culture make us a highly desirable place to work. We believe that our approach to employee compensation, together with the significant levels of employee investment in our funds, creates a high degree of alignment between our team and our investors.

Governance and C-Corporation Structure. We have designed the governance arrangements of Pershing Square Inc. to foster alignment between our management and our public investors. Despite the fact that the substantial majority of our stock is held by our management, our board is comprised of a majority of independent directors, our board committees are comprised of independent directors, and we have committed to operate with best-in-class governance principles that are not required for controlled companies. Furthermore, both our management and public shareholders will own common stock of our publicly traded corporation in contrast to the two-tiered, “UP-C” ownership structures frequently employed by other publicly traded alternative investment managers, in which differences in the ownership interests held by management and public investors and complicated tax receivable agreements can create misaligned incentives.

Brand and Reputation. Since our founding more than 22 years ago, we have established a strong track record of outperforming the market and have built substantial reputational equity due to our history of constructive engagements with portfolio company leadership teams, board of directors, and retail and institutional shareholders. We believe we have also earned a reputation for being a good partner to our fund investors even if such actions come at a cost to us and are not contractually required. We believe our brand and reputation have enabled us to launch new funds and investment vehicles and raise capital to pursue new opportunities.

We believe this combined offering, which coincides with two milestone transactions that we believe are transformational for our business, represents an attractive entry point for new owners of Pershing Square. Upon completion of the combined offering, PSUS will be our first permanent capital vehicle marketed to U.S. investors and represents a material expansion of our permanent capital AUM.

On May 5, 2025, we completed the Howard Hughes Transaction in which we acquired 15% of the shares outstanding of Howard Hughes Holdings Inc. (“HHH”) (for a total interest in HHH of 47% including shares held by our core funds), which we expect will further drive our long-term growth. We intend to transform HHH, a long-term holding of our core funds, into a diversified holding company. On December 17, 2025, HHH entered into an agreement to acquire Vantage Group Holdings, Ltd. (“Vantage” and such acquisition, the “Vantage Acquisition”), a privately held specialty insurance and reinsurance holding company, for approximately $2.1 billion in cash. In connection with the Vantage Acquisition, it is expected that PSCM will be engaged as investment manager for Vantage and its insurance company subsidiaries.

The Vantage Acquisition is expected to close in the second quarter of 2026, subject to customary regulatory approvals and closing conditions. We believe that the Vantage Acquisition will anchor HHH’s transformation into a diversified holding company by combining our investment capabilities with Vantage management’s insurance expertise and operations, enabling HHH to build and grow a profitable insurance company, which has the potential to serve as an important source of long-term value creation for HHH and our shareholders. HHH has also announced that, over time, it intends to acquire controlling ownership of high-quality, durable growth public and private operating companies, while continuing to invest in and grow its master planned communities (“MPC”) real estate business.

* * *

Pershing Square is a leading alternative asset manager with approximately $30.7 billion in total assets under management (“AUM”) and approximately $20.7 billion in fee-paying assets under management (“Fee-Paying AUM”), of which 96% is permanent capital, as of December 31, 2025. For the year ended December 31, 2025, we generated total revenue of approximately $762.5 million and GAAP net income attributable to Pershing Square Holdco, L.P. of approximately $249.8 million.

Permanent Capital

TABLE OF CONTENTS

implementing our investment strategy and compounding our capital at high rates of return, in contrast to other asset managers whose growth principally relies on fundraising to maintain and grow fee-paying assets.

We believe our permanent capital AUM also enables superior, long-term investment returns and produces a financial profile for our business characterized by steady, predictable and recurring management fees because our results are less sensitive to the market for raising capital. Our financial profile further benefits from performance fees, earned and paid annually, contingent only on our funds’ mark-to-market appreciation above an annual high-water mark, rather than episodic and unpredictable realization events and the need to generate realized returns in excess of a preferred return or hurdle rate.

Permanent capital has been and is expected to continue to be a highly attractive talent attraction and retention tool, enabling us to hire and retain top analysts for our investment team and other high-quality employees throughout our company. Permanent capital and our long-term investment horizon are also excellent recruitment tools when our portfolio companies seek to hire experienced CEOs who prefer the stability and backing afforded by a significant long-term shareholder who is not required to seek an exit for its holdings due to investor redemptions or the necessity to exit due to their finite-lived funds.

Our Investment Strategy and Team

Our investment strategy has proven to be highly scalable and profitable because fewer professionals are required to manage a concentrated portfolio consisting of long-term holdings with limited trading activity. Over the last 22 years, we have developed the organizational talent and systems capable of managing an asset base many times larger than our current AUM.

We employ a disciplined, research-intensive approach to fundamental value investing to preserve and grow our permanent capital AUM at high rates of return using a set of core investment principles and opportunistic asymmetric hedges. From time to time, we may choose to complement our organic growth by selectively launching new permanent capital funds and other vehicles that leverage our brand and core competencies to create large ‘overnight’ (after the completion of a new offering or negotiated transaction) increases in our capital base without the requirement for significant new investment in personnel, infrastructure, and operating costs. The HHH Transaction and the combined offering are good examples of our growth strategy.

Founded in 2003, we are led by our Founder and Chief Executive Officer, William A. Ackman, who has spent 34 years in the alternative asset management industry. Mr. Ackman is supported by an experienced investment team who have an average of 15 years’ experience in the industry. Our investment team is highly aligned with our portfolio companies, fund investors and our stockholders due to, among other reasons, the $5.8 billion (as of December 31, 2025) invested by our employees and their affiliates in our funds and HHH, our approach to performance compensation, and our employee ownership of our company. We are headquartered in New York City and had 44 employees as of December 31, 2025.

In our core investment strategy, we seek to acquire long-term, large minority stakes in high-quality, predominantly North American-listed, large-capitalization companies at attractive valuations. We seek investments in companies with simple, predictable, free-cash-flow generative businesses, strong financial profiles, and exceptional management and governance in industries with significant barriers to entry and limited exposure to extrinsic factors we cannot control. We look for opportunities to assist portfolio companies in accelerating growth, increasing efficiency, improving capital allocation, managing through challenges and otherwise improving performance in order to generate long-term value.

On May 5, 2025, we completed the Howard Hughes Transaction, in which we acquired 15% of the shares outstanding of HHH (for a total interest in HHH of 47% including shares held by our core funds). We provide HHH with investment advisory, corporate development, transaction execution and capital markets advisory services to support HHH’s new diversified holding company strategy. In consideration of our services, HHH pays us the HHH Base Management Fee and the HHH Variable Management Fee (each as defined below). See “Business—Advisory Fees and Compensation—HHH Fees” for more information.

We complement our investment strategy by opportunistically utilizing hedges both to protect our funds’ portfolios against specific macroeconomic risks and to capitalize on market volatility. We typically structure our hedges using asymmetric instruments, such as options and credit default swaps, which offer the opportunity for large gains if potential risks occur without exposing our funds to significant costs or meaningful losses if such risks do not occur. Historically, we have reinvested the profits from these asymmetric hedges in existing portfolio positions and new

TABLE OF CONTENTS

investments during periods of market disruption when valuations are generally low. Our asymmetric hedging strategy has proven to be a substantial contributor to our investment strategy’s long-term performance.

Our Track Record

The graph below illustrates the cumulative net returns that an investor who invested in our first core fund, PSLP, at its inception on January 1, 2004 and transferred its capital account to our first core permanent capital fund, PSH, at its launch on December 31, 2012 would have received, as compared to the returns such investor would have received had it invested in the S&P 500 during the same time period.

Pershing Square Cumulative Net Returns vs. S&P 500

Since Inception Through December 31, 2025

(1)

Represents the cumulative net returns assuming an investor had invested in PSLP at its inception on January 1, 2004 and converted to PSH on December 31, 2012, after performance fees, management fees and other expenses incurred by each fund. See “Business—Advisory Fees and Compensation” for a description of applicable performance fees and management fees. Illustrates the hypothetical returns of an investor assuming these dates of investment in such funds. Actual performance returns of each investor in PSLP and/or PSH during this timeframe may have varied (in some cases, materially) and are dependent on a number of factors, including, but not limited to, the timing of an investor’s investment. For example, if an investor had invested in PSLP at a later date and/or had not converted from PSLP to PSH on December 31, 2012, its respective returns might have been lower. Illustrates the past performance of PSLP and PSH, and past returns are not indicative of future performance. This performance information is presented in connection with the offering of our common stock and is for illustrative purposes only. It is not the performance record of PSUS and should not be considered a substitute for the performance of PSUS. There can be no assurance that any of our funds will achieve comparable or greater results in the future, or that any of our funds will be able to implement their investment strategy or achieve their investment objective. Our funds’ investments may be made under different economic conditions and may include different underlying investments in the future. Furthermore, PSLP, PSH and the other funds and accounts managed by us prior to the combined offering are not registered under the 1940 Act, unlike PSUS, and, therefore, none of them are subject to the investment restrictions, leverage and derivative restrictions, diversification requirements and other regulatory requirements imposed on registered investment companies by the 1940 Act and on regulated investment companies by the U.S. Internal Revenue Code of 1986, as amended (the “Code”). If such funds or accounts had been registered under the 1940 Act and/or operated as regulated investment companies under the Code, their respective returns might have been lower and their ability to undertake certain transactions or investments may have been restricted. See the accompanying PSUS Prospectus for additional information about PSUS and the risks associated with an investment in PSUS Shares. The historical performance information presented herein does not reflect the impact of any sales load or transaction fees.

TABLE OF CONTENTS

(2)

Represents the multiple of invested capital assuming an investor had invested in PSLP at its inception on January 1, 2004 and converted to PSH on December 31, 2012 equal to the Net Asset Value, after performance fees, management fees and other expenses incurred by each fund, divided by cumulative invested capital.

(3)

The S&P 500 is an unmanaged capitalization-weighted index that measures the performance of the large-capitalization segment of the U.S. market. The index includes 500 leading U.S. stocks representing all major industries. The S&P 500 does not reflect any fees, expenses or sales loads. It is not possible to invest directly in the S&P 500 index. The volatility of the S&P 500 presented may be materially different from that of the performance of our funds. In addition, the S&P 500 employs different guidelines and criteria than our funds; as a result, the holdings in our funds may differ significantly from the securities that comprise the S&P 500. The S&P 500 allows for comparison of our funds’ performance with that of a well-known, appropriate and widely recognized index; the S&P 500 is not intended to be reflective or indicative of our funds’ past or future performance.

(4)

Represents the cumulative net returns from investing in the S&P 500 with dividend reinvestment. Illustrates the hypothetical returns of an investor assuming these dates of investment in the S&P 500. Actual performance returns of each investor in the S&P 500 during this timeframe may have varied (in some cases, materially) and are dependent on a number of factors, including, but not limited to, the timing of an investor’s investment. If an investor had invested in the S&P 500 at a later date, for example, its respective returns might have been lower.

(5)	Represents the multiple of invested capital from investing in the S&P 500 with dividend reinvestment equal to total fair value divided by cumulative invested capital.

(6)

The three bear markets of the last 22 years were the global financial crisis in 2008; the COVID-19 pandemic in 2020; and the recent elevated interest rate environment in 2022. Our asymmetric hedging strategy has contributed to our substantial outperformance versus the S&P 500 during these bear markets.

As depicted in the chart above, the history of our firm may be thought of as comprising three distinct phases. In the first 12 years, our approach evolved from an initial period of transactional activism, in which we executed on value-creation opportunities by catalyzing corporate events, to a form of more “quiet” long-term corporate engagement as we established a reputation for helping portfolio companies create value. We went through a challenging period of underperformance from August 2015 to December 2017, after which we made a number of strategic changes, including ending active fundraising for our two open-ended private funds, Pershing Square, L.P. (“PSLP”) and Pershing Square International, Ltd. (“PSINTL”).

In January 2018, we began our “permanent capital era” by focusing on growing our permanent capital base through generating and compounding long-term returns and renewing our commitment to our core investment principles. On May 31, 2024, we sold a 10% interest in our business for $1.05 billion to a consortium of strategic investors (the “Strategic Investors”), which included institutions, family offices, and alternative asset management industry leaders (the “Strategic Investment”). In connection with the Strategic Investment, we completed an internal reorganization of our ownership structure pursuant to which Pershing Square Holdco, L.P. (“PS Holdco”) became the parent company of PSCM. On May 5, 2025, we completed the Howard Hughes Transaction representing another milestone in our permanent capital strategy.

Our Funds and Investment Vehicles

We currently manage three primary investment funds, which we refer to as our existing core funds. Our fund investors include retail investors, high net worth individuals, family offices, funds of funds, and institutional investors. Our largest vehicle, Pershing Square Holdings, Ltd. (“PSH”), is a FTSE 100-listed, closed-end investment company publicly traded on the London Stock Exchange. With approximately $15.0 billion in Fee-Paying AUM, PSH accounts for approximately 73% of our total Fee-Paying AUM as of December 31, 2025. In addition, we manage two private funds, PSLP and PSINTL, with approximately $1.5 billion and $409 million in AUM, respectively, and $648 million and $225 million in Fee-Paying AUM, respectively, in each case, as of December 31, 2025. We no longer market our private funds to investors, but we keep the private funds open for employees and long-term investors of Pershing Square.

Certain of the existing investors in our private funds have agreed to redeem an aggregate of $335 million of their interests in the private funds (determined as of the time of this disclosure based on the private funds’ net asset value as of February 28, 2026) and apply eligible net proceeds from such redemption to participate in the combined private placement. The final net asset value used to determine the value at which interests in the private funds will be redeemed will be determined as of a redemption date prior to the completion of the PSUS IPO, and therefore, the amount set forth above will fluctuate as a result of any subsequent changes in net asset value until such redemption date.

Our core funds each have a similar investment program and generally invest in the same assets in similar proportions, subject to regulatory, tax, liquidity and other considerations.

TABLE OF CONTENTS

Overview of Our Existing Core Funds, HHH and PSUS

As of December 31, 2025 (except in the case of PSUS)

(1)	As of December 31, 2025, PSH’s AUM includes bond proceeds of $2.3 billion and €1.15 billion (translated into USD at the prevailing exchange rate at the reporting date). As of December 31, 2025, PSH’s Fee-Paying AUM does not reflect the bonds outstanding.

(2)	As of December 31, 2025, HHH’s AUM reflects its market capitalization as of such date plus its net mortgages, notes, and loans payable as reported in its Quarterly Report on Form 10-Q for the quarter ending September 30, 2025.

In the case of AUM, represents the assumed aggregate offering sizes in the PSUS IPO and PSUS Private Placement, including amounts invested by us, and in the case of Fee-Paying AUM, represents the assumed aggregate offering sizes in the PSUS IPO and PSUS Private Placement, excluding amounts invested by us.

Following the combined offering, our core funds will include PSUS, which we expect to be our flagship NYSE-listed permanent capital vehicle, which will also pursue our core investment strategy and will represent a material expansion of our permanent capital AUM. As a registered and regulated investment company, PSUS will be subject to certain restrictions pursuant to the 1940 Act and the Code, including investment, leverage and derivative restrictions and diversification requirements. We do not anticipate that compliance with these restrictions will materially impede the ability of PSUS to pursue our core investment strategy. See “Risk Factors—Risks Relating to Our Funds and HHH and Our Investment Strategy—The PSUS IPO will cause a material portion of our Fee-Paying AUM to consist of registered investment company assets.”

Our Management and Performance Fees

Under the terms of the investment management agreements with the funds we manage, we generate revenues from (i) predictable and recurring management fees based on Net Asset Value, which are paid on a quarterly basis and (ii) other than with respect to PSUS, we receive annual performance fees based on NAV appreciation above a high-water mark. Generally, we pay our investment professionals and certain other employees our realized performance fees in excess of an amount allocated to us in the form of a preferred entitlement that we refer to as “Preferred Performance Fees.” Preferred Performance Fees are earned from the first five percentage points of fund returns, net of management fees, above the applicable high-water mark from certain core funds and subject to certain other offsettable fees. To the extent realized performance fees are insufficient to pay us some or all of the Preferred Performance Fee, the unpaid portion accrues to subsequent crystallization periods until paid in full. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Components of Our Results of Operations—Income—Performance Fees—Allocation of Performance Fee Revenue” for additional information. We believe this Preferred Performance Fee arrangement results in recurring revenue that is less volatile and more predictable than conventional performance fee arrangements employed by other alternative asset managers, while enabling us to allocate substantial performance fees to compensate, attract and retain investment professionals and certain other employees.

TABLE OF CONTENTS

Under the terms of the HHH Services Agreement, we also generate revenues from HHH, in exchange for the investment advisory and other services we provide to HHH, consisting of (i) a quarterly base fee of $3,750,000 (the “HHH Base Management Fee”) and (ii) a quarterly variable fee of 0.375% of the value of the HHH stock price relative to a reference price determined in accordance with the agreement (the “HHH Variable Management Fee” and together with the HHH Base Management Fee, the “HHH Fees”), in each case, subject to annual adjustments for inflation based on the Personal Consumption Expenditures Price Index, Excluding Food and Energy, as reported by the Bureau of Economic Analysis (the “Core PCE Price Index”). See “Business—Advisory Fees and Compensation—HHH Fees” for more information.

Since our founding in 2003, we have also raised capital through seven single-name, co-investment special purpose vehicles (“SPVs”) to increase economic exposure to certain investments. For example, in September 2021, we raised approximately $1.1 billion through PS VII Master, L.P. and its affiliated funds (collectively, “PSVII”) for our funds’ investment in Universal Music Group.

Our Core Investment Strategy

Our core investment strategy involves acquiring large minority stakes in high-quality, predominantly North American-listed, large-capitalization growth companies at attractive valuations during periods in which we believe they have underperformed their potential and/or when we believe they are undervalued because the market underestimates their potential or overestimates the impact of certain negative factors on their businesses. At any given time, we intend for our core funds to own a concentrated portfolio of such positions with the expectation of holding each position for the long term. We historically have not concentrated such positions in any one or group of industries.

This investment approach enhances our ability to operate efficiently as fewer investment professionals are required to manage a concentrated portfolio consisting of long-term holdings with limited trading activity. Our long-term investment horizon also increases our influence over our portfolio companies, provides stability and support for management teams and boards of directors of our portfolio companies, and serves as an excellent recruitment tool when our portfolio companies seek to hire world-class senior executives, all of which we believe help to drive our investment performance. We constructively engage with management teams and boards of directors of our portfolio companies with a goal of accelerating growth, increasing efficiency, improving capital allocation, managing through challenges, and/or better positioning companies which have underperformed or have unrecognized sources of value generation. As part of our corporate engagement, our investment professionals have from time to time served on the boards of our portfolio companies. Historically, we have shown that we can achieve meaningful influence over companies in which we invest and assist them in creating long-term value with ownership stakes that we have acquired at a lower price than the substantial premium that is typically required to be paid to obtain control of a company. For example, after initiating our investment in Chipotle Mexican Grill, Inc. in 2016, we were able to add new directors to the board, help identify and retain new senior leadership, and drive key strategic initiatives to execute a turnaround of the company.

Our collaborative investment process is an important competitive advantage of our firm. Our idea generation process yields more opportunities than we utilize, which allows us to allocate capital to only what we believe to be our best ideas. Investments are originated through a wide range of sources, including our proprietary library in which we continuously track, update and review hundreds of investments that we have considered over time. Our investment professionals have a working knowledge of a large number of companies and are the primary sources of our investment ideas. Each investment idea typically goes through an initial due diligence process conducted by a two-member investment team, at least one of whom typically has relevant industry expertise. The dedicated team conducts initial due diligence, reviews company and industry research, interviews industry experts, and does financial analysis to determine our initial view of a company’s business quality and intrinsic value.

Once sufficient work is completed and we determine that an investment idea meets a threshold of potential viability as an investment, Mr. Ackman, our Portfolio Manager, and/or Ryan Israel, our Chief Investment Officer, also conduct due diligence on the subject company. All investment proposals are formally presented and discussed in meetings with the investment team. We typically begin to acquire positions in approved ideas immediately upon investment team approval. Because compensation for our investment professionals is based on overall fund performance rather than the performance of any specific investment, our investment professionals are incentivized to deliver long-term, overall fund performance.

TABLE OF CONTENTS

We complement our core investment strategy by seeking to identify and execute upon asymmetric hedges both to protect our funds’ portfolios against specific macroeconomic risks and to capitalize on market volatility. In order to generate asymmetric investment ideas, our investment professionals continuously analyze macroeconomic, political, and other global developments, which has the additional benefit of providing insights into macroeconomic considerations that are relevant for our current and potential future portfolio company investments. We believe that our individual company research with respect to our current and potential future portfolio company investments also yields variant macroeconomic insights, making our asymmetric hedging strategy highly synergistic with the research-intensive approach of our core investment strategy.

We believe our core investment strategy and commitment to always being a good partner to our investors have been responsible, in significant part, for the successful growth of our business; however, our strategy and approach to doing business comes with certain risks.

While we believe the concentrated portfolios of our core funds create operational efficiencies, they necessarily involve more exposure for our funds to the performance of each investment, with the attendant risk that a material loss in any one investment position could have a material adverse impact on the NAV of our funds and impact our results.

While our core investment strategy of acquiring non-controlling stakes generally enables us to avoid paying a control premium and gives us substantial influence over our portfolio companies, we face the risk that a portfolio company may make business, financial or management decisions contrary to our expectations or with which we do not agree or otherwise act in a manner that does not serve our interests. In the event a portfolio company were to resist or act against our influence, we may be forced to reconsider the investment value proposition, including whether to take a more engaged role in effectuating corporate change or exit the investment. For a discussion of other risks associated with our core investment strategy, see “Risk Factors—Risks Relating to Our Funds and HHH and Our Investment Strategy.”

We have historically taken steps to benefit our investors that in the short term can impact the fees we collect. For example, in an effort to address the persistent discount at which PSH trades to NAV, in February 2024, we expanded the fee offset arrangement that reduces the performance fees we receive from PSH as a function of the fees we receive from other funds we manage, including the management fees that we will receive from PSUS upon completion of the combined offering, in order to increase demand for PSH shares by making it a more attractive fund for investors. The goal of the revised fee offset arrangement is to eventually eliminate the incentive fees PSH pays by increasing the fee income from growing other existing and new funds under management. Similarly, in connection with the Howard Hughes Transaction, we reduced the management fees payable to PSCM by each of the core funds by an amount equal to the HHH Fees multiplied by the percentage of HHH’s shares outstanding held by each such fund attributable to its fee-paying capital. While such extra-contractual givebacks to our investors have an economic cost to us, we believe that our reputation for being a good partner to our investors, even if not required by the governing fund contracts, has been and will continue to be a long-term driver of Pershing Square Inc.’s long-term intrinsic value.

HHH’s Diversified Holding Company Strategy

On May 5, 2025, we completed the Howard Hughes Transaction pursuant to which we intend to transform HHH, a long-term holding of our core funds, into a diversified holding company. As a first step, on December 17, 2025, HHH entered into an agreement to acquire Vantage, a privately held specialty insurance and reinsurance holding company, for approximately $2.1 billion in cash.

PSCM intends to manage the assets of Vantage’s insurance company subsidiaries in accordance with applicable regulatory and rating agency requirements. Subject to applicable law, PSCM plans to invest such assets primarily in fixed income securities (including U.S. Treasury bills) and common stocks of public companies in a manner consistent with the investment strategy of our core funds. Accordingly, we believe PSCM’s strategy for managing the assets of

TABLE OF CONTENTS

Vantage’s insurance company subsidiaries will be highly synergistic to our core funds’ investment strategy and our own cash management practices. PSCM also plans to manage the assets of Vantage’s insurance company subsidiaries in a low-leverage fashion, meaning that they will write relatively small amounts of premium relative to capital, with the result that they will likely have lower ratios of invested assets to capital than a typical U.S. property-and-casualty insurance company. We believe this low-leverage approach will allow Vantage’s insurance company subsidiaries to prudently invest a relatively higher percentage of their respective assets in common stocks, as opposed to fixed income securities, compared with a typical U.S. property-and-casualty insurance company. Accordingly, we expect Vantage’s insurance company subsidiaries will be able to generate higher returns on their assets compared with more highly leveraged U.S. property-and-casualty insurance companies, which generally derive their profits principally from underwriting and a predominantly fixed-income investment strategy.

We will support HHH’s new diversified holding company strategy by providing HHH with investment advisory and other services that leverage our existing core competencies. For example, we believe the idea generation and diligence processes we utilize in our core investment strategy, as well as our extensive track record and reputational equity from working closely with portfolio companies and institutional investors throughout our history, will allow us to help HHH successfully pursue privately negotiated control investments. In addition, we believe the variant insights from our asymmetric hedging strategy, which has proven to be a substantial contributor to our long-term investment performance, will allow us to help protect HHH against macroeconomic risks and to capitalize on market dislocations. We believe our investment acumen, transactional experience and operational infrastructure will assist us in creating long-term value at HHH.

Although we expect the investment strategy of HHH will differ in some respects from that of our core funds, including, for example, with respect to the Vantage Acquisition and acquisition of controlling ownership stakes in operating companies, we anticipate that the type of companies in which HHH will acquire controlling interests will be sufficiently similar to the type of companies in which our core funds invest (i.e., companies with simple, predictable, free-cash-flow generative businesses), just of substantially smaller size. In addition, we expect to invest the assets of Vantage’s insurance company subsidiaries in fixed income securities and common stocks of public companies in a manner consistent with the investment strategy of our core funds. As such, we do not anticipate that the Howard Hughes Transaction will require us to materially increase our fixed costs or headcount or disrupt the operation of our core funds.

There are challenges and risks inherent in the Howard Hughes Transaction. Transforming HHH into a diversified holding company will be a new and complex process for us, and there can be no assurance that the anticipated benefits of the transaction will be fully realized. For a discussion of risks associated with the Howard Hughes Transaction, see “Risk Factors.”

Our History and Evolution

Throughout our history, we have demonstrated an ability to drive value through active engagement with our portfolio companies and their boards of directors and management teams. In the initial period following our founding in 2003, we focused on transactional activism where we invested in undervalued companies in which we believed substantial shareholder value could be created by our catalyzing corporate events such as spinoffs, strategic asset or corporate transactions, and/or changes in corporate structure. In this initial period, we did not yet have sufficient reputational equity or credibility with management teams, boards of directors, and stockholders to exert influence in the boardroom without transactional activism.

Over time, our approach began to evolve toward deeper long-term active operating engagements. For instance, in 2010, Mr. Ackman joined the board of directors of General Growth Properties, Inc. (“GGP”) and led a financial restructuring with the perspective and influence of a major common stockholder, which included the identification and recruitment of new management for the company. In 2012, we won a proxy fight for control of the board of directors of Canadian Pacific Railway (now known as Canadian Pacific Kansas City), replaced the substantial majority of the incumbent board with our nominees, and then proceeded to recruit a leading industry veteran to lead a turnaround of the company. In 2016, our affiliates joined the board of Chipotle Mexican Grill, Inc. in the midst of a food safety crisis and assisted the company in recruiting a new CEO and senior leadership team who executed a successful turnaround. We believe that these and other such corporate engagements and our record of recruiting experienced senior leadership have allowed us to steadily establish a reputation and credibility as a preferred partner to portfolio companies and their shareholders, especially during challenging periods at these businesses.

TABLE OF CONTENTS

Prior to 2014, we primarily raised capital through private funds with periodic redemption rights. One historical impediment to our strategy of long-term corporate engagements was the open-ended nature of our capital base where the liquidity needs of our shorter-term fund investors were inconsistent with our long-term investment horizon. In 2014, PSH converted into a closed-end investment company and listed its shares on Euronext Amsterdam in a $2.9 billion IPO, the largest European IPO of 2014, to become our first publicly traded permanent capital fund with $6.2 billion in AUM at the completion of the offering (PSH subsequently listed on the London Stock Exchange in May 2017 and recently delisted from Euronext Amsterdam in January 2025). At that time, as of October 1, 2014, 34% of our assets under management for our funds and other investment vehicles was in the form of permanent capital.

In 2015, we made an investment that led to a period of poor investment performance, during which our investment strategy’s annual returns substantially underperformed that of the S&P 500. The loss on this one investment had a disproportionate effect on our overall fund performance because market participants sold and/or shorted our portfolio company holdings and attempted to cause a short squeeze by buying stock in the one company we were short. They did so because they believed, correctly as it turned out, that the occurrence of a large publicly visible loss on one high-profile investment would trigger investor redemptions and require us to liquidate positions in our two open-ended funds, PSLP and PSINTL, which comprised approximately two-thirds of our assets under management at that time.

In 2017, we reflected on the root causes of our underperformance and formulated a turnaround strategy, which we believe has been largely responsible for our funds’ track record of substantial outperformance since that time. Our turnaround strategy consisted of four pillars: (1) exiting the problematic investments, which included exiting activist short selling as an investment strategy (though short selling had never been a material component of our investment strategy); (2) restructuring Pershing Square into a smaller investment-centric organization; (3) stabilizing our capital base by the purchase by our Founder and other employees of a large minority ownership interest in PSH; and (4) reinforcing the implementation of our core investment principles.

Early in 2018, we announced that we would no longer seek to raise capital for our two open-ended funds. This decision to focus on PSH and permanent capital was largely driven by our experience in our challenging period. Through compounded returns, net of dividends and stock buybacks of 29.5% of shares outstanding, PSH has grown organically to reach $15.0 billion in Fee-Paying AUM as of December 31, 2025. Including the Fee-Paying AUM of HHH, permanent capital represents 96% of our Fee-Paying AUM as of December 31, 2025. Permanent capital will represent an even greater portion of our Fee-Paying AUM following the completion of the PSUS IPO.

At the time we launched PSH, we believed the ability to earn a performance fee was critical to our ability to attract and retain talent. We chose a listing venue outside of the United States for PSH where applicable regulatory requirements would not preclude us from earning a performance fee. Organizing PSH as a non-U.S. fund listed outside of the United States has presented certain challenges. We believe that certain tax attributes of PSH make it an unattractive investment for many taxable U.S. investors. Furthermore, applicable regulatory restrictions both limit the ability of many U.S. investors to own PSH and inhibit our ability to market PSH to U.S. investors. We believe that these factors have caused PSH to trade at a discount to its NAV.

The establishment of PSUS represents the next evolution of our strategy. As our flagship NYSE-listed permanent capital vehicle which charges only a management fee and without the regulatory marketing limitations, U.S. ownership restrictions, and unfavorable tax characteristics of PSH for U.S. taxpayers, we believe that PSUS will not experience the challenges inherent to PSH and other offshore closed-end investment companies.

Our shift to a permanent capital strategy has enabled us to minimize marketing and fundraising efforts, allowing our investment professionals to dedicate substantially all of their business time and attention to the identification, monitoring and oversight of our portfolio companies. Our permanent capital base has enabled us to invest with a long-term ownership horizon as we are no longer beholden to the risks of short-term investor capital flows, which we experienced during our challenging period. Our last activist investment was initiated in 2016, and our investment approach is now characterized by constructive and productive corporate engagements. By exiting short selling as an investment strategy, our funds are also no longer exposed to the risk of a short squeeze.

TABLE OF CONTENTS

We believe the benefits from our investment strategy’s evolution are significant, as our current approach focused on long-term constructive engagement and investment in high-quality large-capitalization companies is highly scalable, allowing us to continue to generate high returns and compound our assets and reputational equity over the long-term.

Our Market Opportunity

As alternative asset management remains a broadly attractive and growing industry, we believe our differentiated business model positions us to capitalize on favorable market trends:

Greater Equity Market and Single-Name Stock Price Volatility

In recent years, there has been significant equity market and single-name stock price volatility, even for large publicly traded companies. We believe this volatility is due to several factors. Index funds have increasingly become the largest effectively permanent owners of a growing percentage of the market capitalization of public companies. This large index ownership has increased the impact that short-term, highly leveraged investors who rapidly buy and sell securities can have on price discovery as such investors now comprise a growing percentage of the daily trading of companies. Because these shorter-term investors generally have a low tolerance for mark-to-market losses, this creates large amounts of stock price volatility for even the largest companies that disappoint or surprise investors. Unexpected macroeconomic data and unanticipated geopolitical events have also contributed to market volatility. We believe such volatility is beneficial to concentrated, long-term, fundamental value investors that manage permanent capital as it can create attractive buying opportunities coupled with a high degree of share price liquidity.

Democratization of Alternative Investments

Individual investors are expected to be the fastest growing segment among investors allocating to alternative assets and are projected to increase their alternatives allocations from $4 trillion to $13 trillion over the 10-year period from 2022 to 2032. High minimum initial investment commitment requirements and limited liquidity have historically been and in some cases remain barriers for individual investors to invest in alternative investments. We believe we are well positioned to benefit from the democratization of alternative investments as PSUS will not have any minimum investment requirements, and retail investors, following the PSUS IPO, will be able to purchase PSUS Shares directly on the NYSE.

Retail Investor Growth in Public Equity Market Participation

Direct ownership of stocks increased from 15% to 21% of U.S. families between 2019 to 2022, the largest change on record, according to the U.S. Federal Reserve. PSUS, which we expect will be our flagship NYSE-listed permanent capital vehicle, will be our first fund marketed to both U.S. retail and institutional investors.

Our Competitive Strengths

Track Record of Outperformance

We have a strong track record of low-correlated outperformance and resilience driven by investment discipline, constructive engagement with our portfolio companies, and profits from our unique asymmetric hedging strategy. Our core investment strategy has exhibited relatively low market correlation to the broader equity market (i.e., average returns of the investment strategy, net of fees, have been higher than the broader equity market during times in which the returns of the broader equity market declined and similar to the broader equity market during times in which the broader equity market increased). Our permanent capital strategy has generally proven to be defensive in down markets, outperforming the S&P 500 during the global financial crisis, the COVID-19 pandemic, and the recent elevated interest rate environment, as illustrated in the graph above titled “Pershing Square Cumulative Net Returns vs. S&P 500.” We have underperformed the S&P 500 in certain years, for example, during our challenging period from 2015 to 2017, and in 2024 when our performance lagged the overall performance of the S&P 500. Our long-term goal is to substantially outperform market indexes; however, we do not expect to outperform the stock market each year.

TABLE OF CONTENTS

The chart below presents the annualized net returns an investor who invested in PSH would have experienced from January 1, 2018, the beginning of our current permanent capital era, through December 31, 2025, as compared to the returns such investor would have received had it invested in the S&P 500 during the same time period.

Pershing Square Permanent Capital Era Annualized Net Returns vs. S&P 500

From January 1, 2018 Through December 31, 2025

(1)

Represents the annualized net returns from investing in PSH, after performance fees, management fees and other expenses incurred by the fund. See “Business—Advisory Fees and Compensation” for a description of applicable performance fees and management fees. Illustrates the past performance of PSH, and past returns are not indicative of future performance. If the annualized net returns from investing in PSLP and PSINTL from January 1, 2018 through December 31, 2025, after performance fees, management fees and other expenses incurred by such funds, were also included, the annualized net returns of our core funds, on a weighted-average aggregate basis, would have been 22.3%, representing 800 bps of outperformance per annum versus the S&P 500. The lower net returns of our core funds, on such aggregate basis, versus of PSH are primarily attributed to the higher percentage payable as performance fees by PSLP and PSINTL, as compared to PSH, and the fact that PSLP and PSINTL do not employ leverage in the form of low-cost, long-term debt in pursuing our core investment strategy, unlike PSH. This performance information is presented in connection with the offering of our common stock and is for illustrative purposes only. It is not the performance record of PSUS and should not be considered a substitute for the performance of PSUS. There can be no assurance that any of our funds will achieve comparable or greater results in the future, or that any of our funds will be able to implement their investment strategy or achieve their investment objective. Our funds’ investments may be made under different economic conditions and may include different underlying investments in the future. Furthermore, PSH and the other funds and accounts managed by us prior to the combined offering are not registered under the 1940 Act, unlike PSUS, and, therefore, none of them are subject to the investment restrictions, leverage and derivative restrictions, diversification requirements and other regulatory requirements imposed on registered investment companies by the 1940 Act and on regulated investment companies by the Code. If such funds or accounts had been registered under the 1940 Act and/or operated as regulated investment companies under the Code, their respective returns might have been lower and their ability to undertake certain transactions or investments may have been restricted. See the accompanying PSUS Prospectus for additional information about PSUS and the risks associated with an investment in PSUS Shares. The historical performance information presented herein does not reflect the impact of any sales load or transaction fees.

(2)

TABLE OF CONTENTS

Permanent Capital with a Capital-Light, High-Growth Business Model

We believe that we are the only publicly traded alternative asset manager with permanent capital comprising nearly all of our AUM, with a small single-digit percentage of our Fee-Paying AUM in our two private funds comprised of investors who have invested with us for many years, typically a decade or more. We define “permanent capital” as capital that is not subject to withdrawal or redemption at the option of the fund investor or stockholder. In contrast to the non-traded “perpetual” capital vehicles sponsored by other alternative asset managers, PSH does not have any redemption provisions or mandatory share repurchase requirements that are at the election of the fund investor or stockholder, and has comparatively low distributions as a percentage of NAV. Similarly, any return of capital by HHH, a NYSE-listed operating company, whether in the form of dividends or share repurchases, would be made only at the discretion of its board of directors and not at the election of its stockholders, and HHH intends to retain all of its capital for long-term investment. As of December 31, 2025, 96% of our Fee-Paying AUM is permanent capital. Permanent capital will represent an even greater portion of our AUM following the completion of the PSUS IPO and the continued growth of HHH.

Composition of Fee-Paying AUM

As of December 31, 2025

We view the stability of our capital base, substantially all of which is permanent capital, as one of our most important competitive advantages. Permanent capital allows us to take a long-term view and be opportunistic during periods of market volatility without being exposed to the need to raise capital by selling assets to meet redemptions during such periods. We expect to continue to drive significant organic AUM growth by implementing our investment strategy and compounding our capital at high rates of return, in contrast to other asset managers whose growth relies principally on fundraising to maintain and grow their managed assets. We believe our permanent capital enables us to generate superior, long-term investment returns and produces a financial profile for Pershing Square that is characterized by steady, predictable and recurring fees. Because we do not require the headcount and other substantial costs required of a large fundraising operation, we can achieve greater operating leverage as our AUM can grow without the need to increase the size of our organization.

Permanent capital has also been and is expected to continue to be a highly attractive talent attraction and retention tool, allowing us to hire and retain top analysts for our investment team and other high-quality employees throughout our company. Permanent capital and our long-term investment horizon are also excellent recruitment tools when our portfolio companies seek to hire experienced senior executives who prefer the stability and backing afforded by a significant long-term shareholder who is not required to seek an exit for its holdings due to investor redemptions or investment holding periods due to fund life considerations.

Our permanent capital base is managed through durable contractual arrangements. Our investment management agreement with PSH can only be terminated with the approval of 66 2/3% of the voting shares and 66 2/3% of the public shares of PSH. Because our Founder and certain of our other employees, together with their affiliates, directly or indirectly hold 28% of the outstanding public shares of PSH at December 31, 2025, a decision to terminate the investment management agreement as of such date would have required the affirmative approval of 93% of the remaining outstanding public shares. Moreover, as described in “Certain Relationships and Related Person

TABLE OF CONTENTS

Transactions—Other Transactions—Our Right to Acquire PSH Shares,” we will have the right to acquire the shares of PSH held by our Founder and certain of our other current and former employees and their affiliates at any time after the ninth anniversary of the Corporate Conversion and on or prior to the tenth anniversary of the Corporate Conversion.

Similarly, the HHH Services Agreement has an initial 10-year term, with successive automatic 10-year renewal terms unless the agreement is terminated or not renewed in accordance with its terms. The HHH Services Agreement may not be terminated by HHH except in limited prescribed circumstances such as fraud, misrepresentation or embezzlement by PSCM and with the approval of two-thirds of the disinterested members of its board of directors or in the event of a sale of the company which must be approved by a majority vote of the board of directors and a subsequent vote of a majority of shareholders present at a shareholder meeting. We note that Pershing Square Inc. and our core funds own 47% of the outstanding shares of HHH. HHH may only elect not to renew the HHH Services Agreement if the non-renewal is approved by a unanimous vote of the disinterested members of its board of directors and by holders of at least 70% of the outstanding shares of HHH common stock, excluding any shares held by us or our affiliates. Under the HHH Standstill Agreement, we, and our affiliates, are generally limited to an ownership cap of 47% and a voting cap of 40% of the outstanding shares of HHH common stock. See “Business—Termination of Investment Management Agreements and HHH Services Agreement and Key Man Protection” for additional information.

Recurring Fee-Related Earnings Stream

We generate substantially all of our revenue from management fees and performance fees. We retain all of the management fees earned from our funds. We pay our investment professionals and certain other employees our realized performance fees in excess of an amount allocated to us in the form of a preferred entitlement that we refer to as “Preferred Performance Fees.” Preferred Performance Fees are performance fees earned on the first five percentage points of fund returns, net of management fees, above the applicable high-water mark for certain of our core funds and subject to certain other offsettable fees. To the extent realized performance fees from a fund are insufficient to pay us some or all of the Preferred Performance Fee in any year, the unpaid portion accrues to subsequent periods until paid in full. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Components of Our Results of Operations—Income—Performance Fees—Allocation of Performance Fee Revenue” for an illustration of our Preferred Performance Fee arrangement for the allocation of performance fee revenue, as well as the relevant high-water marks, over the six-year period ending December 31, 2025.

We have structured the Preferred Performance Fees as a senior claim on our funds’ performance fees to increase the stability and certainty of these future cash flows to Pershing Square Inc. Because our Preferred Performance Fees are paid from the first dollars of realized performance fees, which are contingent on the mark-to-market appreciation in the NAV of our funds above an applicable high-water mark, the amount of the Preferred Performance Fees that is paid in any year can vary depending upon the performance of our funds. In other words, if a fund does not generate a 5% return, net of the management fee, the amount of Preferred Performance Fees from that fund will be lower than if the fund generated a return in excess of 5% net of the management fee. The applicable high-water mark used to calculate the Preferred Performance Fees also can vary from year to year depending on changes in the Net Asset Value and the amount of fee-paying capital in a fund. Because the Preferred Performance Fees are paid from the first dollars of fund profit and are accrued in the event there are insufficient fund returns in any one year, as long as each fund that pays performance fees generates a 5% annual return, net of the management fee, over the long-term, the Preferred Performance Fees will be fully paid.

We believe that our Preferred Performance Fee arrangement results in recurring revenue that is less volatile and more predictable over the long-term when compared with conventional performance fee arrangements for two reasons: (1) our performance fees are paid annually subject only to our funds generating a return in excess of their high-water mark, and (2) our performance fees are determined based on mark-to-market returns including realized and unrealized gains. The structure of our Preferred Performance Fee arrangement makes for more consistent and stable cash flows compared to the performance fees of other alternative investment managers whose private equity funds generally require the sale of an asset at a price which generates cash returns in excess of a preferred return or hurdle rate. As a result of our Preferred Performance Fee arrangement, we believe that effectively all of our revenues from management fees and Preferred Performance Fees can be considered to be stable and recurring fee-related earnings.

TABLE OF CONTENTS

Core Investment Strategy Creates a High-Margin Business with a Largely Fixed Cost Base

Our core funds each have a similar investment program, which is to acquire long-term, large minority stakes in high-quality, predominantly North American-listed, large-capitalization companies at attractive valuations. Our core funds generally invest in the same assets in similar proportions, subject to regulatory, tax, liquidity and other applicable considerations. We view our core investment strategy as an important competitive advantage as we allocate capital only to our best ideas. Our core investment strategy also has proven to benefit from economies of scale, as, in general, the greater our percentage ownership of a company, the greater our influence over that company, influence which has helped us drive portfolio company and fund performance as well as organic growth in our AUM.

Our core investment strategy has proven to be highly scalable because fewer investment professionals are required to manage a concentrated portfolio consisting of long-term holdings with limited trading activity. We have nine investment professionals managing $30.7 billion in AUM as of December 31, 2025, and believe that we can significantly increase our AUM without materially increasing our headcount, infrastructure or other assets. The result is a high-margin operating model with a primarily fixed cost base (which excludes incentive compensation-related expense which is paid to employees out of realized performance fees only after first allocating to the Company the accrued Preferred Performance Fee).

Our business is also minimally capital intensive, apart from investments we make alongside other investors when we have launched new funds or completed corporate transactions. In light of our largely fixed cost base, highly scalable investment strategy, and minimal capital intensity, we benefit from substantial operating leverage as we grow our AUM.

History of Capital Markets Innovations

From time to time throughout our history, we have complemented our organic growth in AUM by launching new funds or completing innovative transactions that leverage our core competencies to create large ‘overnight’ increases in our Fee-Paying AUM without requiring significant new investments in infrastructure and operating costs. We have been at the forefront of two pronounced recent shifts in the asset management industry: the democratization of alternative investments and the surge in retail investor participation in public equity markets. For example, in 2014, we converted PSH into a closed-end investment company and listed its shares on Euronext Amsterdam (and later listed PSH on the London Stock Exchange in May 2017). As a result of PSH’s public listing on the London Stock Exchange, PSH became our first publicly traded permanent capital fund with AUM of $6.2 billion as of October 2014.

In July 2020, our core funds sponsored the largest special purpose acquisition company (“SPAC”) in history, Pershing Square Tontine Holdings, Ltd. (“PSTH”), which raised $4 billion in its initial public offering, before it was ultimately liquidated and all capital raised was returned to investors in 2022 due to PSTH’s inability to close a transaction with Universal Music Group (“UMG”) because necessary regulatory approvals were unable to be obtained in a timely fashion. We fulfilled our obligation to acquire 10% of UMG by acquiring the stake directly in our core funds along with a co-investment vehicle which we raised for that purpose.

We created a new form of acquisition company, Pershing Square SPARC Holdings, Ltd. (“SPARC”), a special purpose acquisition rights company, which we believe to be a more efficient and improved successor to the traditional SPAC, thereby providing investors in PSTH a free option to invest in our next acquisition company transaction. Our registration statement for SPARC became effective on September 29, 2023. We have been seeking to identify potential business combination opportunities for SPARC. SPARC has no founder stock, shareholder warrants, or underwriting fees, and represents a highly efficient approach to going public with Pershing Square as an anchor, committed capital sponsor.

The launch of PSUS, which would be our first flagship NYSE-listed permanent capital vehicle, will be our first fund marketed to both U.S. retail and institutional investors. Subject to the applicable requirements of the 1940 Act and the Code, as discussed elsewhere, PSUS is designed to be a near-mirror image of PSH, but without performance fee compensation and the regulatory marketing limitations, U.S. ownership restrictions, and tax characteristics of PSH.

The Howard Hughes Transaction has enabled us to create a permanent capital vehicle in a corporate form that we intend to use to acquire controlling interests in public and private companies and, as a result of the Vantage Acquisition, to build a profitable insurance company whose assets we will manage.

TABLE OF CONTENTS

PSUS IPO Will Substantially Increase Our Fee-Paying AUM

The PSUS IPO will materially increase our permanent capital and our Fee-Paying AUM, which will lead to substantial growth in our predictable and recurring management fee revenue and fee-related earnings. PSUS will pursue our core investment strategy enabling it to leverage our existing investment acumen and infrastructure. We believe the launch and management of PSUS will not require an increase in our fixed costs, making the additional revenue from PSUS a highly material contribution to our earnings and cash flows. See “Unaudited Pro Forma Consolidated Financial Information” and the accompanying PSUS Prospectus for additional information on PSUS.

Howard Hughes Transaction Drives Long-Term Value Creation

We believe the Howard Hughes Transaction will allow us to build a fast-growing, high-returning diversified holding company that acquires control positions in companies meeting our criteria for business quality and durable growth alongside continued growth in the cash flows from HHH’s MPC real estate business. Our first initiative for HHH was to acquire or create an insurance company, the investment assets of which would be managed by PSCM. On December 17, 2025, HHH entered into an agreement to acquire Vantage, a privately held specialty insurance and reinsurance company, for approximately $2.1 billion in cash.

The Vantage Acquisition is expected to close in the second quarter of 2026, subject to customary regulatory approvals and closing conditions. We believe that the Vantage Acquisition will anchor HHH’s transformation into a diversified holding company by combining our investment capabilities with Vantage management’s insurance expertise and operations, enabling HHH to build and grow a profitable insurance company, which has the potential to serve as an important source of long-term value creation for HHH and our shareholders. PSCM intends to manage the assets of Vantage’s insurance company subsidiaries similarly to how we manage the assets of our core funds, but with consideration to issues particular to regulated insurance companies.

We view the Howard Hughes Transaction as highly synergistic to our core investment strategy and competencies. We intend to leverage the idea generation and diligence processes we utilize in our core investment strategy, along with our extensive track record and reputational equity developed from working closely with portfolio companies, to assist HHH in pursuing privately negotiated control investments. We also intend to leverage our variant insights from our asymmetric hedging strategy to help protect HHH from macroeconomic risks and to capitalize on market dislocations.

We believe the Howard Hughes Transaction will not require us to materially increase our fixed costs or headcount, making the additional value created from such transaction, including from the quarterly HHH Fees paid to PSCM, highly accretive to our earnings and cash flows.

Highly Collaborative Culture and Reputation as a Preferred Partner to Portfolio Companies

We believe our firm’s unique culture is fundamental to our success. Our company combines investment excellence with a flat organizational structure. Each member of our investment team plays a meaningful role in the construction and management of our portfolio. Our collaborative partnership culture, permanent capital base, the highly attractive economics of our business and our approach to employee compensation have resulted in limited employee turnover.

Our collaborative culture is also demonstrated by our track record of constructive engagements with boards of directors and oversight of our portfolio companies, which has allowed us to establish an excellent reputation and credibility as a preferred partner. We believe our reputation has been an important driver of our outperformance since inception, allowing us to garner substantial influence and drive long-term value creation in our portfolio companies without paying a control premium.

Alignment of Interests

We believe we have successfully built a business model that aligns our interests with our portfolio companies, investors in our funds, and the stockholders of Pershing Square Inc. Our employees and their affiliates’ capital invested in our funds and HHH totaled $5.8 billion as of December 31, 2025, accounting for approximately 26% of the aggregate value of our funds’ NAV, before any accrued performance fee, and HHH’s market capitalization, which is substantially higher, both as a percentage and absolute dollar investment, than the typical amount of sponsor investments of other alternative asset manager teams. We also have agreed to increase our existing investment in PSUS to $150 million by investing $100 million in common shares in the PSUS

TABLE OF CONTENTS

Private Placement and an additional $50 million in a private placement of preferred shares to be issued by PSUS in connection with and upon completion of the PSUS IPO. Our employees will own the substantial majority of Pershing Square Inc. shares after the combined transaction.

Our employee compensation is tied to aggregate fund performance rather than the performance of any one or more portfolio companies or investments of our funds. Our Preferred Performance Fee arrangement increases our alignment with our investors as the substantial majority of our investment professionals’ compensation comes from performance fees remaining after payment by PSCM of the Preferred Performance Fee to us. For additional information, see “—Reorganization Transactions” and “—Implications of Being a Controlled Company” below. To further align certain of our senior professionals with our long-term investment horizon, in connection with the combined offering, certain of our senior professionals will receive interests in PS Partner Group (as defined below in “—Reorganization Transactions—Holdco Reorganization”) that may become redeemable, subject to certain conditions, for shares of our common stock held by PS Partner Group. See “Executive Compensation—Compensation Arrangements To Be Adopted in Connection with the Combined Offering—Redeemable Interests in PS Partner Group.”

To minimize circumstances that may lead to or give the appearance of conflicts of interest with our fund investors, we maintain policies that restrict the type of investments our employees can make in their personal accounts and require regular disclosure to us of their personal securities holdings and transactions.

Our Growth Strategy

We intend to drive long-term shareholder value by pursuing a growth strategy of compounding our permanent capital at high rates of return and by launching new permanent capital funds and executing corporate transactions, like the HHH Transaction, that will enable us to grow our permanent capital assets.

Generate High Rates of Long-Term Returns To Drive Organic Growth in Fee-Paying AUM

Generating high rates of long-term returns is key to our strategy and has been fundamental to our ability to scale our business over time. Since our founding, a long-term investment in our funds has generated substantially superior returns for investors versus an investment in the S&P 500, our benchmark index. Our strategy has proven to be highly scalable because fewer investment professionals are required to manage a concentrated portfolio consisting of long-term holdings with limited trading activity, and because our long-term, large ownership stakes increase our influence over our portfolio companies, which we believe helps to drive our investment performance.

We view our selective asymmetric hedging strategy as highly synergistic to our core investment strategy and a superior alternative to a large cash position or a continuous hedging program, both of which can be a significant drag on long-term performance. Accordingly, we believe that our core investment strategy complemented by our asymmetric hedging strategy will allow us to continue to compound our permanent capital at high rates of return, creating continued rapid organic growth in our AUM. Because of our high-margin, minimally capital-intensive operating model, our growth in Fee-Paying AUM from investment returns and new permanent capital initiatives should drive substantial increases in our revenues, our earnings, and our cash flow, which will be available for future investment opportunities and for dividends or share repurchases.

Selective Launches of New Permanent Capital Funds Can Drive Large Percentage Increases in Fee-Paying Assets

We will continue to evaluate opportunities to selectively launch new permanent capital funds that leverage our core competencies and create large ‘overnight’ increases in our Fee-Paying AUM without requiring significant new investments in infrastructure and operating costs. For example, we may consider launching new permanent capital funds that focus on investments with asymmetric payoff structures and/or opportunistic private investments, which leverage our substantial experience with asymmetric hedges and history of privately negotiated transactions. In light of our relatively small current Fee-Paying AUM compared with other publicly traded alternative asset managers, new permanent capital fund launches can drive large percentage increases in Fee-Paying AUM, operating profits, and cash flow. The combined offering and the HHH Transaction are emblematic of this approach to growth. In the event we identify additional compelling opportunities for selective expansion, we believe we are well positioned to capitalize on such opportunities.

TABLE OF CONTENTS

Reorganization Transactions

Holdco Reorganization

In connection with the Strategic Investment, effective as of May 31, 2024, PSCM completed an internal reorganization of its ownership structure (the “Holdco Reorganization”) pursuant to which Pershing Square Holdco, L.P., a Delaware limited partnership formed for purposes of the Holdco Reorganization, became the indirect, sole owner of PSCM. As a result of the Holdco Reorganization and subsequent related transfers of interests, our owners who previously held interests directly in PSCM now hold their interests through Pershing Square Partner Group, LLC, a Delaware limited liability company (“PS Partner Group”) and/or Pershing Square Holdco, L.P. Following the Holdco Reorganization and prior to the combined offering, PS Partner Group and our owners who previously held interests directly in PSCM own approximately 90% of the issued and outstanding limited partnership interests in Pershing Square Holdco, L.P. In addition, such owners also hold interests in PS CompCo, LLC, a Delaware limited liability company (“CompCo”), which entered into the Variable Compensation Agreement, dated as of May 31, 2024 (the “VCA”), with Pershing Square Holdco, L.P. and PSCM. For further discussion of the VCA and its contemplated termination and replacement in connection with the combined offering, see “Executive Compensation—Narrative Disclosure to Summary Compensation Table—Variable Compensation Agreement” and “Executive Compensation—Compensation Arrangements To Be Adopted in Connection with the Combined Offering—Variable Compensation Agreement and Subordinated Profits Interest.”

TABLE OF CONTENTS

The diagram below depicts our current organizational structure prior to the Corporate Conversion and the combined transaction.

(1)

Following the Holdco Reorganization and subsequent related transfers of interests, our current and former employees of PSCM, including our Founder, as well as former members of our advisory board (collectively, the “Partners”) own interests in Pershing Square Partner Group, LLC (“PS Partner Group”) and/or Pershing Square Holdco, L.P.

(2)	Following the Holdco Reorganization, PS Holdco GP Managing Member, LLC (“ManagementCo”) is the managing member of PS Partner Group. As managing member of PS Partner Group, ManagementCo has no economic interests in PS Partner Group but sole voting control over PS Partner Group.

(3)

ManagementCo is directly or indirectly owned by certain members of our senior management comprising our Founder, Ryan Israel, Ben Hakim, Michael Gonnella, Anthony Massaro and Halit Coussin. Our Founder 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% of such voting interests each).

(4)

Following the Holdco Reorganization but prior to the Corporate Conversion, Pershing Square Holdco GP, LLC (“Holdco GP”) is the general partner of Pershing Square Holdco, L.P. As general partner of Pershing Square Holdco, L.P., Holdco GP has no economic interests in Pershing Square Holdco, L.P. but has the power to manage the business and affairs of Pershing Square Holdco, L.P. Holdco GP, in turn, is managed by a board of directors. ManagementCo, as sole member of Holdco GP, controls the election of the members of such board of directors.

(5)

Following the Holdco Reorganization, our Partners own interests in CompCo. As described in “Business—Advisory Fees and Compensation—Allocation of Performance Fee Revenue,” generally we pay our investment professionals and certain other employees our performance fees remaining after payment by PSCM of the Preferred Performance Fee to us. See “Executive Compensation—Compensation Arrangements To Be Adopted in Connection with the Combined Offering—Variable Compensation Agreement and Subordinated Profits Interest.”

(6)	Represents a contractual entitlement under the VCA. See “Executive Compensation—Narrative Disclosure to Summary Compensation Table—Variable Compensation Agreement.”

(7)	Following the Holdco Reorganization and subsequent related transfers of interests, but prior to the Corporate Conversion, our Founder owns % of CompCo and % of PS Partner Group.

(8)	Each of the Strategic Investors owns an interest of 2% or less of our business.

(9)	Certain wholly owned intermediate holding companies are not depicted in the structure chart.

TABLE OF CONTENTS

(10)

Generally, the General Partner or the Managing Member, as the case may be, has all rights and powers to manage and administer the business and affairs of the relevant entity; and the Limited Partners or the non-managing Members, as the case may be, generally have no voting or approval rights, except with respect to limited minority protection rights as set forth in the applicable organizational document.

(11)	Following the Holdco Reorganization and subsequent related transfers of interests, but prior to the Corporate Conversion, our Founder indirectly holds (other than through PS Partner Group) % of the limited partnership interests in Pershing Square Holdco, L.P.

Corporate Conversion

Prior to the effectiveness of each of the registration statement of which this prospectus forms a part and the PSUS Registration Statement, Pershing Square Holdco, L.P. will convert into a Nevada corporation by means of a statutory conversion and change its name to Pershing Square Inc. We refer to this conversion throughout this prospectus as the “Corporate Conversion.” Prior to the Corporate Conversion, (i) the economic interests of Pershing Square Holdco, L.P. are owned by its limited partners, (ii) the non-economic controlling interest in Pershing Square Holdco, L.P. is owned by its general partner, Pershing Square Holdco GP, LLC (“Holdco GP”) and (iii) Holdco GP is managed by a board of directors, where ManagementCo, as sole member of Holdco GP, controls the election of the members of such board of directors. In connection with the Corporate Conversion, (i) the limited partners of Pershing Square Holdco, L.P. will become holders of shares of common stock of Pershing Square Inc., (ii) the board of directors of Holdco GP will become the board of directors of Pershing Square Inc., and (iii) the non-economic interest of Holdco GP will be converted into the Special Voting Share in Pershing Square Inc. and, following the dissolution of Holdco GP immediately thereafter, ManagementCo will become the holder of the Special Voting Share in Pershing Square Inc. and, accordingly, will continue to control the election of the members of the board of directors of Pershing Square Inc., and generally control the outcome of all other matters requiring the approval of our stockholders, including the amendment of our articles of incorporation and bylaws and the approval of significant corporate transactions such as a change in control, merger, consolidation or sale of assets.

In contrast to the two-tiered, “UP-C” ownership structures frequently employed in initial public offerings by businesses that have been organized as partnerships for U.S. federal income tax purposes including many publicly traded alternative asset management companies, our public stockholders and our pre-IPO owners will hold their economic interests in our company through a single class of common stock issued by Pershing Square Inc. We believe this single-tier traditional C-corporation structure, without a tax receivable agreement, provides greater simplicity and materially improved alignment among all of our shareholders.

TABLE OF CONTENTS

The diagram below depicts our organizational structure immediately following the combined transaction.

(1)

Certain of our active investment professionals and employees will continue to own interests in PS Partner Group that may become redeemable, subject to certain conditions, for shares of our common stock held by PS Partner Group. Accordingly, any such redemption will not be dilutive to our public shareholders. See “Executive Compensation—Compensation Arrangements To Be Adopted in Connection with the Combined Offering—Redeemable Interests in PS Partner Group.”

(2)

Prior to the completion of the combined transaction, PS Partner Group and our other pre-IPO owners, excluding the Strategic Investors, to whom we refer as the “pre-IPO management owners,” will contribute a number of shares to us in an amount equal to the number of shares of our common stock offered in this offering and the PS Private Placement. Accordingly, although the combined transaction will result in a decrease in the ownership of our common stock by the pre-IPO management owners, on the one hand, and an increase in the ownership by the initial investors in the combined transaction, on the other hand, it will not result in any change in the total number of our shares of common stock outstanding. See “—The Offering” below.

(3)

ManagementCo will remain the managing member of PS Partner Group. As managing member of PS Partner Group, ManagementCo will have no economic interests in PS Partner Group but sole voting control over PS Partner Group. ManagementCo will also hold the Special Voting Share that 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 our 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. See “Description of Capital Stock—Preferred Stock—Special Voting Share.”

(4)

ManagementCo will continue to be directly or indirectly owned by certain members of our senior management comprising our Founder, Mr. Israel, Mr. Hakim, Mr. Gonnella, Mr. Massaro and Ms. Coussin. Our Founder will continue to own 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% of such voting interests each). Each of our Founder, Mr. Israel, Mr. Hakim, Mr. Gonnella, Mr. Massaro and Ms. Coussin will provide an irrevocable voting proxy to ManagementCo with respect to any shares of our common stock which they own or over which they hold the power to vote.

(5)

Our investment professionals and certain other employees will continue to own interests in CompCo. As described in “Business— Advisory Fees and Compensation—Allocation of Performance Fee Revenue,” generally we pay our investment professionals and certain other employees our performance fees remaining after payment by PSCM of the Preferred Performance Fee to us. See “Executive Compensation—Compensation Arrangements To Be Adopted in Connection with the Combined Offering—Variable Compensation Agreement and Subordinated Profits Interest.”

(6)	Represents a profits interest substantially economically equivalent to the current contractual entitlement under the VCA. See “Executive Compensation—Compensation Arrangements To Be Adopted in Connection with the Combined Offering—Variable Compensation Agreement and Subordinated Profits Interest.”

(7)	Our Founder will own % of CompCo and % of PS Partner Group.

(8)	Each of the Strategic Investors will continue to own an interest of 2% or less in our business.

TABLE OF CONTENTS

(9)	The private placement investors will own % of our shares of common stock.

(10)	Certain wholly owned intermediate holding companies are not depicted in the structure chart.

(11)

Implications of Being a Controlled Company

Following the combined transaction, ManagementCo will continue to control a simple majority of the voting power of shares eligible to vote on matters submitted to the vote of our stockholders and, accordingly, will generally control the outcome of all matters requiring the approval of our stockholders, including the election of our directors, the amendment of our articles of incorporation and bylaws and significant corporate transactions such as a change in control, merger, consolidation or sale of assets. As a result, we will be a “controlled company” within the meaning of the corporate governance standards of the NYSE. We have chosen to be a controlled company because we believe that it will protect our firm from change of control events, such as the risk that changes in the ownership of our voting securities could be deemed to have resulted in an “assignment” of our investment management agreements under the 1940 Act or the Investment Advisers Act of 1940, as amended (the “Advisers Act”), or a “change of control” under the indentures governing the senior notes of PSH.

Under the NYSE corporate governance standards, a company of which more than 50% of the voting power is beneficially owned by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance standards, including the requirements that (1) a majority of its board of directors consist of independent directors, (2) its board of directors have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities and (3) its board of directors have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

We do not intend to rely on these exemptions from certain corporate governance standards although we are permitted to do so. At the time of the combined offering, a majority of our board of directors will consist of independent directors and our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee each will be composed entirely of independent directors.

Implications of Being an Emerging Growth Company

As a company with less than $1.235 billion in revenue during our most recently completed fiscal year prior to the initial filing date of the registration statement of which this prospectus forms a part, we qualify as an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As an emerging growth company, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to public companies that are not emerging growth companies. These provisions include:

•	presentation of only two years of audited financial statements and only two years of related management’s discussion and analysis of financial condition and results of operations in this prospectus;

•	reduced disclosure about our executive compensation arrangements;

•	no non-binding stockholder advisory votes on executive compensation or golden parachute arrangements;

•	exemption from any requirement of the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis); and

•	exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting.

We may take advantage of these exemptions for up to five years or such earlier time that we are no longer an emerging growth company. We will cease to be an emerging growth company upon the earliest of: (1) the end of the fiscal year following the fifth anniversary of the combined offering; (2) the first fiscal year after our

TABLE OF CONTENTS

annual gross revenues are $1.235 billion or more; (3) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities; or (4) the date on which we are deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have taken advantage of reduced disclosure regarding executive compensation arrangements and the presentation of certain historical financial information in this prospectus, and we may choose to take advantage of some but not all of these reduced disclosure obligations in future filings. If we do, the information that we provide stockholders may be different from what you might get from other public companies in which you hold stock.

The JOBS Act permits an emerging growth company like us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We have elected to use this extended transition period until we are no longer an emerging growth company or until we affirmatively and irrevocably opt out of the extended transition period. Accordingly, this election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies. When a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, will adopt the new or revised standard at the time private companies adopt the new or revised standard, unless early adoption is permitted by the standard. As a result, our consolidated financial statements may not be comparable to the financial statements of companies that comply with new or revised accounting pronouncements as of public company effective dates.

Investment Risks

An investment in shares of our common stock involves substantial risks and uncertainties that may adversely affect our business, financial condition and results of operations. Some of the more significant challenges and risks relating to an investment in our company include, among other things, the following:

•	Difficult global market, economic or geopolitical conditions may materially adversely affect our investment performance and our business.

•	A period of economic slowdown, which may occur across one or more industries, sectors or geographies, has contributed and could in the future create operating performance challenges for certain of our funds’ investments, which could adversely affect our operating results and cash flows.

•	We depend on our Founder, Chief Investment Officer, and other key personnel and the loss of their services would have a material adverse effect on our business, results and financial condition.

•	We are substantially dependent upon our investment management agreements with PSH and PSUS, each of which may be terminated under certain circumstances.

•	We are also dependent upon the HHH Services Agreement, which may be terminated under certain circumstances.

•

An investment in our common stock is not an investment in our funds or HHH, and their returns should not be considered as indicative of any returns expected on our common stock, although poor investment performance by our funds or HHH could have a materially adverse impact on our revenues and, therefore, the returns on our common stock.

•	We could be financially harmed by employee misconduct and damage to our reputation.

•	Extensive regulation of our business affects our activities and creates the potential for significant liabilities and penalties. The possibility of increased regulatory focus could result in additional burdens on our business.

•	We are subject to substantial risks of litigation and regulatory proceedings and may face significant liabilities and damage to our professional reputation as a result of litigation and regulatory proceedings and negative publicity.

•	No public market for our common stock currently exists, and an active trading market for our common stock may never develop or be sustained after the combined offering. Following the combined offering, our stock price may fluctuate significantly.

•	ManagementCo controls us and its interests may conflict with ours or yours in the future.

TABLE OF CONTENTS

•	The disproportionate voting rights of ManagementCo will have the effect of concentrating voting control with ManagementCo, will limit or preclude your ability to influence corporate matters and may have a potential adverse effect on the price of our common stock.

•	Our share structure involving a Special Voting Share differs from a more typical multi-class capital structure.

•	You may have additional difficulty determining liability and monetary damages for claims brought under the liability provisions of the Securities Act in connection with the combined offering.

Please see “Risk Factors” for a more fulsome discussion of these and other factors you should consider before making an investment in shares of our common stock. Please also refer to the matters described under the heading “Risk Factors” in the accompanying PSUS Prospectus with respect to various material risks related to an investment in PSUS Shares.

Corporate Information

Pershing Square Holdco, L.P. is a Delaware limited partnership. Prior to the effectiveness of each of the registration statement of which this prospectus forms a part and the PSUS Registration Statement, Pershing Square Holdco, L.P. will convert into a Nevada corporation pursuant to a statutory conversion and change its name to Pershing Square Inc. Our principal executive offices are located at 787 Eleventh Avenue, 9th Floor, New York, New York 10019 and our telephone number is +1 (212) 813-3700. We maintain a website at . The information on, or accessible from, our website is not part of this prospectus by reference or otherwise.

TABLE OF CONTENTS

THE OFFERING

Common stock offered by Pershing Square Inc.

This offering and the PSUS IPO are component parts of a single offering, which we refer to as the “combined offering.” We currently expect to deliver to each initial investor in the PSUS IPO, for no additional consideration, 20 shares of our common stock for every 100 PSUS Shares purchased in the PSUS IPO, including any PSUS Shares acquired by the underwriters in connection with the exercise of their option to purchase additional PSUS Shares as described in the accompanying PSUS Prospectus.

PSUS has secured $2.8 billion in commitments (which includes the $100 million common shares investment we have agreed to make) from a number of qualified investors (the “private placement investors”) consisting of U.S. and international institutional investors, including family offices (30%), pension funds (25%), insurance companies (22%), ultra-high-net-worth investors (12%) and other investors (11%), that have agreed to acquire an aggregate of 55.6 million PSUS Shares at a price of $50.00 per share in a private placement transaction (the “PSUS Private Placement”) exempt from registration under the Securities Act. We will deliver to each private placement investor, for no additional consideration, 30 shares of our common stock for every 100 PSUS Shares purchased in the PSUS Private Placement, for an aggregate of 16.7 million shares of our common stock, in a private placement transaction exempt from registration under the Securities Act (the “PS Private Placement” and together with the PSUS Private Placement, the “combined private placement”). We refer to the combined private placement and the combined offering together as the “combined transaction.” The agreements with the private placement investors provide that the combined private placement will be settled concurrently with, and will be contingent upon, the closing of the combined offering and the satisfaction of other customary closing conditions.

No fractional shares of our common stock will be delivered in the combined transaction. If an initial investor in the PSUS IPO or a private placement investor in the PSUS Private Placement would be entitled to receive a fractional interest in a share of our common stock, we will round down to the nearest whole number of shares to be issued to such investor.

Common stock outstanding after giving effect to the combined transaction

400,000,000 shares. As described in “Summary— Reorganization Transactions,” the issuance of shares of our common stock to the initial investors in the PSUS IPO and the private placement investors in the PSUS Private Placement will be accompanied by a contribution to us of an equal number of shares of our

TABLE OF CONTENTS

common stock by PS Partner Group and our other pre-IPO owners, excluding the Strategic Investors, to whom we refer as the “pre-IPO management owners.” Accordingly, although the combined transaction will result in a decrease in the ownership of our common stock by the pre-IPO management owners, on the one hand, and an increase in the ownership by the initial investors in the combined transaction, on the other hand, it will not result in any change in the total number of our shares of common stock outstanding. See “Summary—Reorganization Transactions” for additional information.

Use of proceeds

The combined transaction will not result in any proceeds to Pershing Square Inc. In the combined offering, we are issuing shares of our common stock to the initial investors in the PSUS IPO for no additional consideration and, for the avoidance of doubt, 100% of the net proceeds of the PSUS IPO will be received by PSUS. See the accompanying PSUS Prospectus for more information on the use of the net proceeds from the PSUS IPO by PSUS. Similarly in the combined private placement, we are issuing shares of our common stock to the private placement investors in the PSUS Private Placement for no additional consideration and, for the avoidance of doubt, 100% of the net proceeds of the PSUS Private Placement will be received by PSUS.

Voting rights

Holders of our common stock are entitled to one vote for each share held of record on all matters on which stockholders are entitled to vote generally.

Upon completion of the combined transaction, ManagementCo will initially have voting power over % of our outstanding common stock (or % if underwriters in the PSUS IPO exercise in full their option to purchase additional PSUS Shares as described in the accompanying PSUS Prospectus). In addition, ManagementCo will hold a Special Voting Share that will have 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 our 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. Because ManagementCo will initially have voting power in excess of a simple majority of the voting power of the outstanding shares of our common stock, the Special Voting Share will initially provide only a single additional vote to ManagementCo. The Special Voting Share will provide ManagementCo with additional voting power only in the event the shares of our common stock over which ManagementCo has voting power decrease in the future below a simple majority of the voting power.

TABLE OF CONTENTS

We believe this voting arrangement will protect our firm from change of control events, such as the risk that changes in the ownership of our voting securities could be deemed to have resulted in an “assignment” of our investment management agreements under the 1940 Act or the Advisers Act or a “change of control” under the indentures governing the senior notes of PSH. See “Summary—Implications of Being a Controlled Company” and “Description of Capital Stock—Preferred Stock—Special Voting Share.”

Dividend policy

Controlled company

Upon completion of the combined transaction, ManagementCo will initially have voting power over % of our outstanding common stock (or % if the underwriters in the PSUS IPO exercise in full their option to purchase additional PSUS Shares as described in the accompanying PSUS Prospectus). As a result, we will be a “controlled company” under the corporate governance standards of the NYSE. Although as a controlled company, we qualify for exemptions from certain corporate governance requirements of the NYSE, we do not intend to rely on such exemptions. See “Summary—Implications of Being a Controlled Company” and “Description of Capital Stock—Preferred Stock—Special Voting Share” for additional information.

Risk factors

See “Risk Factors” for a discussion of risks you should carefully consider before deciding to invest in our common stock.

Trading symbol

“PS.”

In this prospectus, unless otherwise indicated, the number of shares of common stock outstanding and the other information based thereon does not reflect the 20,000,000 shares of common stock that are available for award under our equity incentive plan (the “Equity Incentive Plan”). See “Executive Compensation—Compensation Arrangements To Be Adopted in Connection with the Combined Offering—Equity Incentive Plan.”

TABLE OF CONTENTS

Summary Historical and Pro Forma Consolidated Financial Information

The following table presents (i) the summary historical consolidated financial and other data for Pershing Square Holdco, L.P. and its consolidated subsidiaries and Pershing Square Capital Management, L.P., the predecessor reporting entity of Pershing Square Holdco, L.P., and its consolidated subsidiaries and (ii) the summary pro forma consolidated financial and other data for Pershing Square Inc. and its consolidated subsidiaries for the periods and at the dates indicated.

We derived the summary historical consolidated statements of operations and cash flow data for the years ended December 31, 2024 and 2025 and the summary historical consolidated statements of financial condition data as of December 31, 2024 and 2025 from the audited consolidated financial statements of Pershing Square Holdco, L.P. included elsewhere in this prospectus.

Our historical results are not necessarily indicative of the results that may be expected for any future period. You should read the summary historical consolidated financial data below, together with the consolidated financial statements and related notes thereto, as well as “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the other financial information included elsewhere in this prospectus.

We derived the summary unaudited pro forma condensed consolidated financial data of Pershing Square Inc. presented below from our unaudited pro forma condensed consolidated financial statements included elsewhere in this prospectus. The summary unaudited pro forma condensed consolidated statement of operations data for the year ended December 31, 2025 gives effect to the transactions described under “Unaudited Pro Forma Consolidated Financial Information” as if they had occurred on January 1, 2025. The summary unaudited pro forma condensed consolidated statement of financial condition data as of December 31, 2025 gives effect to the transactions described under “Unaudited Pro Forma Consolidated Financial Information,” except for the Howard Hughes Transaction, as if they had occurred on December 31, 2025. The capital raised through the combined transaction is not readily determinable until the date of pricing of the PSUS IPO, which impacts the accounting for certain transaction accounting adjustments presented in the unaudited pro forma condensed consolidated financial information. Therefore, we have contemplated the effects of the combined transaction under two scenarios: (i) Scenario 1, in which PSUS raises $5 billion of capital through the PSUS IPO and PSUS Private Placement; and (ii) Scenario 2, in which PSUS raises an additional $5 billion through the PSUS IPO and PSUS Private Placement, for an aggregate capital raise of $10 billion. The following summary unaudited condensed consolidated pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the relevant transactions had been consummated on the dates indicated, nor is it indicative of future operating results or financial position. See “Unaudited Pro Forma Consolidated Financial Information.”


	Pershing Square Holdco, L.P.⁽¹⁾		Pershing Square Inc.
	Audited Historical		Unaudited Pro Forma
	Year Ended December 31,		Year Ended December 31, 2025
(in thousands)	2024	2025	Year Ended December 31, 2025
			Scenario 1 $5 Billion PSUS IPO and PSUS Private Placement	Scenario 2 $10 Billion PSUS IPO and PSUS Private Placement
Summary Statement of Operations Data:
Revenue
Management fees	$206,067	$230,420	$328,995	$428,995
Performance fees⁽²⁾	249,431	532,088	512,088	492,088
Total revenue	455,498	762,508	841,083	921,083
Expenses
Profit-sharing partner compensation⁽²⁾	339,133	459,079	932,630	1,005,406
Affiliates fee rebate	69,301	77,580	—	—
General and administrative expense	50,812	42,074	44,988	44,988
Employee compensation and benefits	13,164	20,228	20,228	20,228
Depreciation and amortization expense	2,778	2,301	2,301	2,301
Total expenses	475,188	601,262	1,000,147	1,072,923

TABLE OF CONTENTS


	Pershing Square Holdco, L.P.⁽¹⁾		Pershing Square Inc.
	Audited Historical		Unaudited Pro Forma
	Year Ended December 31,		Year Ended December 31, 2025
(in thousands)	2024	2025	Year Ended December 31, 2025
			Scenario 1 $5 Billion PSUS IPO and PSUS Private Placement	Scenario 2 $10 Billion PSUS IPO and PSUS Private Placement
Operating income (loss)	(19,690)	161,246	(159,064)	(151,840)
Other income (expenses)
Unrealized gain (loss) on HHH shares held at fair value	—	110,700	110,700	110,700
Interest income	28,508	16,910	4,331	4,331
Unrealized gain (loss) on investment in Pershing Square, L.P. held at fair value⁽²⁾	6,986	12,224	12,224	12,224
Other income	5,667	5,241	5,241	5,241
Interest expense	(3,096)	(2,302)	(8,380)	(8,380)
Total non-operating income (expenses)	38,065	142,773	124,116	124,116
Net income (loss) before taxes	18,375	304,019	(34,948)	(27,724)
Income tax expense	15,985	22,309	(34,308)	(34,474)
Net income (loss)	2,390	281,710	(640)	6,750
Net (income) loss attributable to non-controlling interest⁽²⁾	(16,541)	(31,933)	(31,933)	(31,933)
Net income (loss) attributable to Pershing Square Holdco, L.P.	$(14,151)	$249,777	$(32,573)	$(25,183)
Summary Statement of Financial Condition Data (at period end):
Cash and cash equivalents	$964,857	$55,398	$16,701	$16,701
Total assets	1,318,793	1,701,202	1,793,449	1,793,449
Total debt	34,800	34,800	134,100	134,100
Total liabilities	351,534	622,089	795,767	795,767
Total partners’ capital	$967,258	$1,079,113	$997,682	$997,682

Summary Statement of Cash Flows Data:
Net cash provided by (used in) operating activities	$294,481	$(134,233)
Net cash provided by (used in) investing activities	(1,558)	(607,679)
Net cash provided by (used in) financing activities	667,399	(167,546)

Summary Other Financial and Operational Data:⁽³⁾
Assets Under Management (at period end)	$17,090,738	$30,665,570
Fee-Paying Assets Under Management (at period end)	14,010,882	20,659,723
Permanent Capital AUM (at period end)	13,011,230	19,787,024
Fee-Related Earnings	269,139	297,925
Distributable Earnings	294,552	312,533

(1)	For periods prior to May 31, 2024, the historical financial results presented of Pershing Square Holdco, L.P. reflect the financial results of its predecessor reporting entity, Pershing Square Capital Management, L.P.

(2)	Includes amounts attributable to consolidated variable interest entities (“VIEs”) for which Pershing Square Holdco, L.P. does not have any direct equity interests.

(3)

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Operating Metrics” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for additional information regarding our use of these metrics and data and a reconciliation of distributable earnings and fee-related earnings to the most directly comparable financial measure calculated in accordance with GAAP.

TABLE OF CONTENTS

RISK FACTORS

An investment in shares of our common stock involves risks. You should carefully consider the following information about these risks, together with the other information contained in this prospectus, before investing in shares of our common stock. The disclosures in this section reflect our beliefs and opinions as to factors that could materially and adversely affect us in the future. References to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past. Please also refer to the matters described under the heading “Risk Factors” in the accompanying PSUS Prospectus with respect to various material risks related to an investment in PSUS Shares.

Risks Related to Our Business and Industry

Difficult global market, economic or geopolitical conditions may materially adversely affect our investment performance and our business.

The success and growth of our business are highly dependent upon conditions in the global financial markets and economic and geopolitical conditions throughout the world that are outside of our control and difficult to predict. Our revenue is comprised, in part, of management fees based on the Net Asset Value of our funds and the market capitalization of HHH. Declines in the value of the investments held by our funds or HHH may reduce the fees we earn and, in turn, have a material adverse effect on our revenues. See “—Risks Relating to Our Funds and HHH and Our Investment Strategy—Poor performance of our funds and our other investment vehicles would cause a decline in our revenues, results of operations and cash flows” and “—Decreases in the market capitalization of HHH would cause a decline in our assets, revenues, results of operations and cash flows.”

Factors such as economic slowdowns, equity prices, equity market volatility, asset or market correlations, interest rates, inflation, counterparty risks, availability of credit, economic uncertainty, changes in laws or regulation (including laws relating to the financial markets generally or the taxation or regulation of asset managers), trade barriers and tariffs, disease, supply chain pressures, commodity prices, currency exchange rates and controls, heightened geopolitical tensions, governmental instability or dysfunction, wars or other armed conflicts, terrorist acts (including cyberterrorism), major or prolonged power outages or network interruptions, pandemics or severe public health events, the effects of climate change and changes in law and/or regulation, and uncertainty regarding government and regulatory policy can have a material impact on the value of the investments held by our funds or HHH or our general ability to conduct business. Difficult market, economic and geopolitical conditions can negatively impact those valuations and our ability to conduct business, which in turn would reduce or even eliminate our revenues and profitability, thereby having a material adverse effect on our business, financial condition or results of operations. For example, geopolitical instability has in recent years become more prevalent. The ongoing conflicts in Eastern Europe and the Middle East, and the global responses thereto, have contributed, and may continue to contribute to volatility in the global financial markets, which may adversely impact the performance of our funds’ investments and/or our ability to selectively expand into complementary businesses.

As our funds primarily invest in publicly traded equity securities, stock market volatility, including a sharp decline in the stock market may adversely affect our results, including our revenues and net income. Moreover, in the pursuit of our core investment strategy, our funds typically invest the substantial majority of their capital in a limited number of core investments, thereby making their unrealized mark-to-market valuations particularly sensitive to sharp changes in the price of any of these positions. Further, although the equity markets are not the only markets in which we invest, should we experience another period of challenging equity markets, our funds may experience increased difficulty in realizing value from investments.

A period of economic slowdown, which may occur across one or more industries, sectors or geographies, has contributed and could in the future create operating performance challenges for certain investments held by our funds or HHH, which could adversely affect our operating results and cash flows.

Despite overall resilience in some geographies, many global economies have in recent years experienced periods of deceleration. Further economic deceleration or contraction in the rate of global growth in certain industries, sectors or geographies, including as a result of the ongoing conflicts in Eastern Europe and the Middle East, and any global responses thereto, as discussed above, may contribute to poor financial results at the companies in which our funds and HHH invest, which may result in lower investment returns for our funds and HHH. For example, periods of economic weakness have contributed and may in the future contribute to decreased consumer demand for certain

TABLE OF CONTENTS

goods and services, which could have an adverse effect on certain investments held by our funds or HHH. The performance of these portfolio companies would also likely be negatively impacted if pressure on wages and other inputs increasingly pressures profit margins. To the extent the performance of those companies (as well as valuation multiples) does not improve, our funds may exit positions at values that are less than we projected or even at a loss, thereby significantly affecting investment performance. In addition, as our funds typically invest the substantial majority of their capital in a limited number of core investments, we may have outsized exposure to particular sectors or regions, which can exacerbate the impact on our funds of an economic slowdown in such sectors or regions. See “—Risks Relating to Our Funds and HHH and Our Investment Strategy—Our funds and our other investment vehicles are exposed to a concentration of investments, which can exacerbate volatility and investment risk.”

We depend on our Founder, Chief Investment Officer and other key personnel and the loss of their services would have a material adverse effect on our business, results and financial condition.

The success of our business depends on the efforts, judgment, skill and personal reputations of our Founder and Chief Executive Officer, Mr. Ackman, our Chief Investment Officer, Mr. Israel, and other key personnel. The expertise in investing and risk management of our key personnel, their business contacts and their relationships with investors and third parties are each critical elements in operating and expanding our business. For example, all of the investment decisions of our funds are made by our investment team, with Mr. Ackman having ultimate decision-making authority for all portfolio positions. Mr. Ackman, Mr. Israel and the investment team also rely on the diligence, skill and network of business contacts of our other professionals as well as external advisers and professionals. Accordingly, our success will depend on the continued service of these individuals, who are not obligated to remain employed with us. Although we have historically experienced low turnover, senior investment professionals and other key personnel have left our company in the past and others may do so in the future, and we cannot predict the impact that the departure of any key personnel will have on our ability to achieve our investment objectives.

We are substantially dependent upon our investment management agreements with PSH and PSUS, each of which may be terminated under certain circumstances.

PSH represents a significant majority of our assets under management and we expect PSUS to represent a material portion of our assets under management in periods following the combined offering. Accordingly, we are substantially dependent on our investment management agreements with PSH and PSUS.

Our investment management agreement with PSH may be terminated by PSH as of December 31 of each year upon four months’ prior notice. In addition, any assignment by us of the PSH investment management agreement under the Advisers Act would require the consent of PSH. PSH is managed by a majority-independent board of directors that is elected by its stockholders (the “PSH Board”). Any decision by the PSH Board to terminate the investment management agreement or to withhold consent to an assignment by us under the Advisers Act would only be effective if 66 2/3% of the voting shares and 66 2/3% of the public shares of PSH support such decision. See “Business—Termination of Investment Management Agreements and HHH Services Agreement and Key Man Protection—PSH.” Termination by PSH, or failure to obtain the consent of PSH for any assignment, of our investment management agreement with PSH would have a material adverse effect on our business, financial condition and the results of our operations.

Our Founder and certain of our other employees, together with their affiliates, directly or indirectly hold 28% of the outstanding public shares of PSH as of December 31, 2025. As a result, a decision to terminate the investment management agreement by record holders as of such date would have required the affirmative approval of 93% of the remaining outstanding public shares. As described in “Certain Relationships and Related Person Transactions—Other Transactions—Our Right to Acquire PSH Shares,” we will have the right to acquire the shares of PSH held by our Founder and certain of our other current and former employees and their affiliates at any time after the ninth anniversary of the Corporate Conversion and on or prior to the tenth anniversary of the Corporate Conversion. However, if we do not exercise our right to acquire these shares on or before the tenth anniversary of the Corporate Conversion, our Founder and other employees and their affiliates will not be restricted from selling or otherwise transferring their PSH shares after that date. Any sale or transfer of such PSH shares could increase the risk that our investment management agreement with PSH might be terminated.

Our investment management agreement with PSUS may be terminated as a whole at any time by PSUS, without the payment of any penalty, upon the vote of a majority of the PSUS board of trustees (the “PSUS

TABLE OF CONTENTS

Board”) or a majority of the outstanding voting securities of PSUS, on 60 days’ written notice. Five of the six trustees of the PSUS Board are not “interested persons” of us or PSUS for purposes of Section 2(a)(19) of the 1940 Act and are “independent,” as determined by the PSUS Board. Following the PSUS IPO, subject to certain exceptions, the PSUS Board will be elected by PSUS’s public shareholders. Pursuant to the requirements of the 1940 Act, at least 40% of the trustees serving on the PSUS Board at any time must not be “interested persons” of us or PSUS. See “Business—Termination of Investment Management Agreements and HHH Services Agreement and Key Man Protection—PSUS” and refer to the accompanying PSUS Prospectus for more detail. In addition, our investment management agreement with PSUS will terminate automatically in the event of its “assignment” (as such term is defined in the 1940 Act). Termination of our investment management agreement with PSUS would have a material adverse effect on our business, financial condition and the results of our operations.

As described under “Summary—Implications of Being a Controlled Company,” we have chosen to be a controlled company because we believe that it will protect our firm from change of control events, such as the risk that changes in the ownership of our voting securities could be deemed to have resulted in an “assignment” of our investment management agreements under the 1940 Act or the Advisers Act.

We are also dependent upon the HHH Services Agreement, which may be terminated under certain circumstances.

Our revenues depend in part upon the fees earned from HHH in connection with the Howard Hughes Transaction. Accordingly, we are also dependent on the HHH Services Agreement.

The HHH Services Agreement has an initial 10-year term, with successive automatic 10-year renewal terms unless the agreement is terminated or not renewed in accordance with its terms. The HHH Services Agreement may not be terminated by HHH except with the approval of two-thirds of the disinterested members of its board of directors and only under limited prescribed circumstances, such as fraud, misrepresentation or embezzlement by PSCM, or a change in control of HHH, and HHH may only elect not to renew the HHH Services Agreement if the non-renewal is approved by a unanimous vote of the disinterested members of its board of directors and by holders of at least 70% of the outstanding shares of HHH common stock, excluding any shares held by us or our affiliates. See “Business—Termination of Investment Management Agreements and HHH Services Agreement and Key Man Protection” for additional information.

The HHH board of directors, subject to certain exceptions, will be elected by HHH’s public stockholders, and we will not be able to fully control the outcome of matters submitted to a vote of HHH’s stockholders. See also “—Risks Relating to Our Funds and HHH and Our Investment Strategy—We are not a majority stockholder in HHH, exposing us to the risk of decisions made by others with whom we may not agree.” As described in “Business—Legal Proceedings,” certain alleged stockholders of HHH have filed a complaint in the Delaware Court of Chancery seeking, among other things, a declaratory judgment that the HHH Services Agreement is invalid and unenforceable under the Delaware General Corporation Law and related injunctive relief. Termination by HHH of the HHH Services Agreement, or a determination that it is unenforceable and a failure to reach a new services agreement on substantially the same economic terms, would have a material adverse effect on our business, financial condition and the results of our operations.

An investment in shares of our common stock is not an investment in our funds or HHH. The returns on our common stock are not directly linked to the historical or future performance of the funds or other investment vehicles we manage or of HHH. See also “Risks Relating to Our Funds and HHH and Our Investment Strategy—The historical returns attributable to our funds and HHH, including those presented in this prospectus, should not be considered as indicative of the future results of our funds or HHH or of our future results or of any returns expected on an investment in our common stock.” Even if our funds or HHH experience positive performance and their assets under management increase, holders of our common stock may not experience a corresponding positive return on their shares.

TABLE OF CONTENTS

However, poor performance of our funds will cause a decline in the management fee revenue from such funds and, in some cases, in the performance fee revenue we receive that year, and accordingly, our business, financial condition or results of operations would suffer, thus negatively impacting the price of our common stock. See “—Risks Relating to Our Funds and HHH and Our Investment Strategy—Poor performance of our funds and our other investment vehicles would cause a decline in our revenues, results of operations and cash flows.” Similarly, poor performance of HHH’s stock price could cause a decline in the HHH Variable Management Fee we receive, which could negatively impact our business, financial condition or results of operations or the price of our common stock. See “—Risks Relating to Our Funds and HHH and Our Investment Strategy—Decreases in the market capitalization of HHH would cause a decline in our assets, revenues, results of operations and cash flows.”

We face intense competition in attracting and retaining talented professionals.

Our investment performance and ability to successfully manage our business is largely dependent on the talents and efforts of highly skilled individuals. Accordingly, our ability to continue to perform effectively in our business and our future success and growth depend on our ability to retain and motivate our active key personnel and to strategically recruit, retain and motivate new talent to the extent necessary. We may not be successful in our efforts to recruit, retain and motivate the required personnel as the global market for qualified investment professionals is extremely competitive. Although we believe our arrangement for the allocation of performance fee revenue, as described in “Business— Advisory Fees and Compensation—Allocation of Performance Fee Revenue” and “Executive Compensation—Narrative Disclosure to Summary Compensation Table—Variable Compensation Agreement,” provides substantial incentives to attract and retain talent, poor performance of our funds could reduce the incentive compensation available for our employees. Under our allocation arrangement, our investment professionals and certain other employees are generally entitled to participate in any realized performance fees remaining after payment by PSCM of the Preferred Performance Fee to us. In the event of poor performance of our funds, there may be no realized performance fees, or no realized performance fees in excess of the Company’s preferred entitlement, which could materially adversely impact our ability to attract and retain investment professionals and other employees.

We face substantial competition in all aspects of our business.

The investment management industry is highly competitive, and investors are increasingly fee sensitive. Our funds and HHH compete against a large number of investment funds and vehicles offered by other investment management companies, investment dealers and banks, and institutions we compete with may have greater infrastructure and financial resources than us. We compete with these firms on the basis of investment performance, diversity of funds and products, scope and quality of services, reputation and the ability to develop and successfully launch new investment strategies to meet the changing needs of investors and generate strong returns. In the case of a new product or strategy, our lack of available long-term records of prior investment performance for such product or strategy may put us at a competitive disadvantage until such records are established. We also may compete against similarly positioned passive strategies. Market demand for index funds and other passive strategies may reduce opportunities for active managers and contribute to fee compression. To the extent current or potential investors decide to invest in funds or products sponsored by our competitors, our business, financial condition or results of operations may be materially adversely affected.

We could be financially harmed by employee misconduct and damage to our reputation.

Our business is highly competitive and we benefit from being highly regarded in our industry. We view our reputation as one of our most carefully guarded assets which we believe has enabled us to attract and retain world-class talent to our firm and our portfolio companies and to create opportunities for investment. Negative publicity about us could give rise to reputational risk which could significantly harm our existing business and business prospects.

There is a risk that our employees could engage in misconduct or other behavior that adversely affects our reputation, business and ability to successfully implement our investment strategy and in turn harm the operations and financial condition of our funds or HHH. Our business often requires that we deal with confidential matters relating to our portfolio companies. Additionally, we are subject to a number of obligations and standards arising from our asset management business and our authority over the assets we manage, and it is not always possible to detect or deter employee misconduct. The violation of these obligations, or the accusation of any such

TABLE OF CONTENTS

violation, and standards by any of our key personnel, employees, joint venture partners, consultants or anyone acting on our behalf could materially adversely affect our reputation which could consequently negatively impact the operating performance of our funds or HHH and the price of our common stock.

While we believe we have effective policies and procedures in place designed to deter and detect employee misconduct, the steps we have taken may not be effective in all cases. If any of our employees were to engage in misconduct or were to be accused of such misconduct, whether or not substantiated, our business and reputation could be adversely affected and a loss of investor confidence could result, which would harm our funds or HHH and, consequently, harm us. We could also be subject to litigation, regulatory investigations or sanctions and suffer serious harm to our reputation, financial position and current and future business relationships as a result of this employee misconduct. In addition, a prolonged period of remote work, such as the one experienced during the COVID-19 pandemic, may require us to develop and implement additional precautions in order to detect and prevent employee misconduct. Such additional precautions, which may include the implementation of security and other restrictions, may make our systems more difficult and costly to operate and may not be effective in all cases in preventing employee misconduct in a remote work environment.

Extensive regulation of our business affects our activities and creates the potential for significant liabilities and penalties. The possibility of increased regulatory focus could result in additional burdens on our business.

Our business is subject to extensive regulation, including periodic examinations, inquiries and investigations, by governmental agencies and self-regulatory organizations in the jurisdictions in which we operate around the world. As a public company subject to the registration and reporting provisions of the Exchange Act, we will be subject to regulation and oversight by the SEC. In addition, PSCM is registered as an investment adviser under the Advisers Act and subject to regulation by the SEC and registered with the Commodity Futures Trading Commission (the “CFTC”) as a commodity pool operator and subject to regulation by the CFTC. These and other authorities have regulatory powers dealing with many aspects of financial services, including the authority to grant, and in specific circumstances to cancel, permissions to carry on particular activities. Many of these regulators, including U.S. and foreign government agencies and self-regulatory organizations, as well as state securities commissions in the United States, are also empowered to conduct examinations, inquiries, investigations and administrative proceedings that can result in fines, suspensions of personnel, changes in policies, procedures or disclosure or other sanctions, including censure, the issuance of cease-and-desist orders, the suspension or expulsion of a broker-dealer or investment adviser from registration or memberships, a requirement to cease operating as an investment adviser to certain types of funds, or the commencement of a civil or criminal lawsuit against us or our personnel.

We are subject to U.S. and foreign laws related to trade controls and the prevention of financial crime, including anti-corruption and anti-bribery laws, such as the U.S. Foreign Corrupt Practices Act (“FCPA”), anti-money laundering laws, and economic sanctions. Anti-money laundering and anti-terrorist financing (“AML/CFT”) laws may impose certain regulatory obligations, including as relates to disclosure of certain information to relevant governmental authorities. For instance, the U.S. Corporate Transparency Act and its implementing regulations (collectively, the “CTA”) went into effect January 1, 2024 and requires certain legal entities to report beneficial ownership information to the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”), though due to various ongoing litigation, legislative, and regulatory efforts, the go-forward enforceability of the CTA and scope of the CTA’s reporting requirements are somewhat unclear. Additionally, in August 2024, FinCEN issued a final rule that will, effective January 1, 2026, require certain investment advisers, including registered investment advisers, to, among other measures, adopt an AML/CFT program, file certain reports (such as suspicious activity reports) with FinCEN, and maintain certain associated records. Further, on May 21, 2024, FinCEN and the SEC issued a proposed rule that would require certain investment advisers to establish, document, and maintain customer identification programs, though as of the date of this prospectus, it is unclear when this rulemaking will be finalized.

Economic sanction laws in the United States and other jurisdictions may prohibit transacting with or in certain countries and with certain individuals and companies. In the United States, the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) administers and enforces laws, Executive Orders and regulations establishing U.S. economic and trade sanctions which prohibit, among other things, transactions with, and the provision of services to, certain foreign countries, territories, entities, and individuals. Further, the U.S. Treasury Department’s Outbound Investment Security Program, which became effective on January 2, 2025, provides for a targeted national security regulatory framework directed at controlling outbound investment

TABLE OF CONTENTS

activities from the United States in certain sectors that pose a threat to national security, including the semiconductors and microelectronics, quantum information technologies and artificial intelligence sectors in the People’s Republic of China (PRC), Hong Kong and Macau (collectively, “China”). The framework imposes notification requirements and prohibitions on specified investments activities. As a result of these types of sanctions and restrictions, we may incur delays and costs or be altogether prohibited from making a particular investment, all of which could adversely affect our ability to meet our investment objectives.

While we have policies and procedures designed to ensure compliance by us and our personnel with applicable trade controls and financial crimes laws, such policies and procedures may not be effective in all instances to prevent violations. Any determination that we have violated such laws could subject us to, among other things, civil and criminal penalties or material fines, profit disgorgement, injunctions on future conduct, securities litigation, and reputational harm or a general loss of investor confidence, any one of which could adversely affect our business prospects, financial position or the price of our common stock. Additionally, anti-corruption, anti-money laundering, economic sanctions, and other financial crimes and trade control laws imposed by non-U.S. jurisdictions, such as EU and UK sanctions or blocking statutes and the UK Bribery Act, may also impose stricter or more onerous requirements than those imposed by the United States, and complying with such requirements may disrupt our business or cause us to incur significantly more costs to comply with those laws. Different laws may also contain conflicting provisions, making compliance with all laws more difficult.

The financial services industry in recent years has been the subject of heightened scrutiny. In recent years, the SEC staff’s stated examination priorities and published observations from examinations have included investment management firms’ collection of fees and allocation of expenses, their marketing and valuation practices and the existence of, and adherence to, policies and procedures with respect to conflicts of interest, among other topics. Any additional rulemaking by the SEC may result in material alterations to how we operate our business. There can be no assurance that any new SEC or other regulatory rules and amendments will not have a material adverse effect on us, our funds or HHH or their investors.

In addition, prior to the launch of PSUS, we did not have experience managing a fund registered under the 1940 Act, which imposes additional obligations on a registered fund’s manager. Should we not succeed in meeting those obligations, the risk of regulatory action or sanction, which could adversely impact our reputation, would be heightened.

We are also subject from time to time to requests for information, inquiries and informal or formal investigations by the SEC and other regulatory authorities, with which we routinely cooperate. Such investigations have previously and may in the future result in penalties and other sanctions. SEC actions and initiatives can have an adverse effect on our financial results, including as a result of the imposition of a sanction, a limitation on our or our personnel’s activities or a change in our historic practices. Even if an investigation or proceeding did not result in a sanction, or the sanction imposed against us or our personnel by a regulator were small in monetary amount, the legal costs associated with the investigation may be significant and any adverse publicity relating to the investigation, proceeding or imposition of sanctions could harm our reputation and cause us to lose existing investors or fail to gain new investors.

In addition, certain states and other regulatory authorities have required investment managers to register as lobbyists, and we are currently registered as such in Texas and California and may in the future register in additional jurisdictions. Other states or municipalities may consider similar legislation or adopt regulations or procedures with similar effect. These registration requirements impose significant compliance obligations on registered lobbyists and their employers, which may include annual registration fees, periodic disclosure reports and internal recordkeeping.

Changing regulations regarding derivatives and commodity interest transactions could negatively impact our business.

The regulation of derivatives and commodity interest transactions in the United States and other countries is a rapidly changing area of law and is subject to ongoing modification by governmental and judicial action. Our funds and HHH may enter into derivatives transactions for various purposes, including to manage the financial risks related to their investments and businesses. Accordingly, the impact of this evolving regulatory regime on our business and our funds is difficult to predict, but it could be substantial and adverse.

TABLE OF CONTENTS

Certain of our funds are registered with the CFTC as commodity pools, and their risk management or other commodities interest-related activities may be subject to CFTC oversight. Certain CFTC rules expose asset management firms, such as us, to increased registration and reporting requirements in connection with transactions in futures, swaps, and other derivatives regulated by the CFTC. Our business may incur increased ongoing costs associated with monitoring compliance with CFTC regulations and complying with the various registration and reporting requirements. In addition, newly instituted and amended regulations could significantly increase the cost of entering into derivative contracts (including through requirements to post collateral, which could negatively impact our available liquidity), materially alter the terms of derivative contracts, reduce the availability of derivatives to protect against risks that we encounter, reduce our ability to restructure existing derivative contracts and increase exposure to less creditworthy counterparties. If we reduce use of derivatives as a result of such regulations (and any new regulations), our results of operations may be adversely impacted.

We are subject to scrutiny from regulators, elected officials, investors and other stakeholders with respect to environmental, social and governance matters, which may constrain investment opportunities for our funds and harm our brand and reputation.

We, our funds and other investment vehicles and HHH are subject to scrutiny from regulators, elected officials, investors and other stakeholders with respect to environmental, social and governance (“ESG”) matters. We may be subject to competing demands from different investors and other stakeholder groups with divergent views on ESG matters, including the role of ESG in the investment process. For example in recent years, certain investors have placed increasing importance on the impacts of investments made by private funds, while certain other investors have raised concerns as to whether the incorporation of ESG factors in the investment process may be inconsistent with maximizing returns for investors. This divergence in views increases the risk that any action by us or our funds, or lack thereof, with respect to ESG matters, consistent with and subject to our desire to create long-term value for investors and shareholders and applicable legal, regulatory and contractual requirements, will be perceived negatively by at least some stakeholders and adversely impact our reputation and business.

Regulatory initiatives to require asset managers to make disclosures regarding ESG matters have become increasingly common, which may further increase the number and type of investors who place importance on these issues and who demand certain types of reporting from us or our funds, as well as potentially increasing our regulatory and compliance costs. Governmental authorities of certain U.S. states have also requested information from and scrutinized certain asset managers with respect to such managers’ ESG policies or involvement in certain alliances or other multi-stakeholder initiatives relating to issues such as climate change and responsible investment. In addition, there has been increased regulatory focus on ESG-related practices by asset managers, particularly with respect to the accuracy of statements made regarding ESG practices, initiatives and investment strategies. Outside of the United States, the European regulatory environment on ESG matters for asset managers and financial services firms similarly continues to evolve and increase in complexity, making compliance more costly and time-consuming.

Climate change, and climate change and sustainability-related legislation and regulation, business trends and physical impacts, could adversely affect our business and the operations of our funds, and any actions we take or fail to take in response to such matters could damage our reputation.

We, our funds and HHH face risks associated with climate change including risks related to the impact of climate and sustainability-related legislation and regulation, risks related to business trends on climate change and sustainability, and risks stemming from the physical impacts of climate change.

Climate and sustainability-related regulations or interpretations of existing laws may result in enhanced disclosure obligations, which could negatively affect us and our funds or HHH and materially increase our compliance costs and regulatory scrutiny. For example, in October 2023, California enacted climate disclosure laws that could require us and/or certain of our funds to report on our Scope 1, 2 and 3 greenhouse gas emissions, among other climate-related financial risks and matters.

The European Union (“EU”) and the United Kingdom (“UK”) have also adopted several initiatives to improve transparency around how asset managers define, measure and disclose the impact of sustainability-related factors on the performance of their funds and financial products, including but not limited to the EU Corporate Sustainability Reporting Directive ((EU) 2022/2464) (“CSRD”), the EU Corporate Sustainability Due Diligence Directive ((EU) 2024/1760) (“CSDDD”), the EU Sustainable Finance Disclosure

TABLE OF CONTENTS

Regulation ((EU) 2022/1288) (“SFDR”), the EU Regulation on the establishment of a framework to facilitate sustainable investment ((EU) 2020/852) (the “Taxonomy Regulation”) and the UK Sustainability Disclosure Requirements (“SDR”) and investment labels regime. Compliance with any of the foregoing may give rise to substantial costs and failure to comply may result in fines and/or other regulatory sanctions as well as potential civil liability.

To the extent that our funds, other investment vehicles or HHH are offered to investors in the EU or the UK, they may become subject to, respectively, the SFDR and Taxonomy Regulation and/or the UK’s SDR and investment labels regime. Such regimes may impose costs on us and may adversely impact our ability to manage our funds and investment vehicles in a profitable manner. In addition, for funds taking into account environmental or social factors other than as they relate to risk management in the investment management of their portfolios, the regulatory requirements under SFDR, the Taxonomy Regulation and the SDR are extensive and prescriptive. Our funds are not currently subject to these more detailed requirements, but if they were to become so, additional costs would result which may decrease the earnings of Pershing Square Inc.

In November 2025, the European Commission proposed significant changes to the SFDR regime, which are anticipated to come into effect during 2028. There is significant uncertainty as to the final form that such rules could take. Furthermore, companies that are in scope of CSRD are required to provide detailed reporting on an extensive set of ESG data points, including in relation to policies and procedures, sustainability-related risks to, and adverse sustainability impacts caused by, the relevant company. While we and our funds are not currently expected to be in scope of CSRD, certain of our funds’ investments may be and there can be no guarantee that we will not be determined to be in scope of CSRD in the future. Similarly, the CSDDD which will apply to in-scope companies from July 26, 2029, imposes requirements on in-scope companies to conduct upstream and limited downstream due diligence on its business partners along its chain of activities in order to identify, assess, prevent, mitigate or cease adverse impacts on human rights and the environment. While our funds are not expected to be in scope of CSDDD, whether we or our subsidiaries are in scope will depend on the level of revenue generated in the EU, and it is possible that certain of our funds’ investments will be in scope of CSDDD.

On February 26, 2025, the European Commission proposed an “omnibus simplification package” and, following extensive negotiations between the EU legislators, the final text was published in the Official Journal on February 26, 2026. The changes significantly reduce the scope of application of both CSRD and CSDDD and seek to simplify the sustainability-related disclosure and due diligence obligations therein. Nonetheless, companies in scope of either regime are still expected to be subject to a significant additional compliance burden. Our business may incur increased ongoing costs associated with monitoring developments and assessing whether we fall in scope of these rules. The reduced sustainability reporting contemplated by the proposed omnibus simplification package could potentially also have a negative impact on data availability for SFDR reporting requirements.

In addition to increasing climate and sustainability-related disclosure obligations, initiatives seeking to address climate change through regulation of greenhouse gas emissions have been adopted by, are pending or have been proposed before international and regional regulatory authorities around the world, which could result in, among other risks, changing legal requirements that could result in increased permitting and compliance costs, changes in business operations or the discontinuance of certain operations, litigation seeking monetary or injunctive relief related to climate impacts, a declining market for products and services seen as greenhouse gas intensive or less effective than alternatives in reducing greenhouse gas emissions and risks tied to changing customer or community perceptions of an asset’s relative contribution to greenhouse gas emissions. These risks could result in a material adverse effect on the value of certain investments and, therefore, the returns of our funds or HHH. Further, significant chronic or acute physical effects of climate change, including extreme weather events such as hurricanes or floods, can also have an adverse impact on certain of these investments, especially those investments that rely on physical factories, stores, plants or other assets located in the affected areas or that focus on tourism or recreational travel.

Our reputation may be harmed if certain stakeholders believe that we are not adequately or appropriately responding to climate change, including through the way in which we operate our business, the composition of the investments held by our funds and HHH, the new investments made by our funds or HHH or the decisions we make to continue to conduct or change our activities in response to climate change considerations. Moreover,

TABLE OF CONTENTS

we face business trends related to climate change risks. See “—We are subject to increasing scrutiny from regulators, elected officials, investors and other stakeholders with respect to environmental, social and governance matters, which may constrain investment opportunities for our funds and harm our brand and reputation.”

Cybersecurity and data protection risks could result in the loss of data, interruptions in our business, and damage to our reputation, and subject us to regulatory actions, increased costs and financial losses, each of which could have a material adverse effect on our business and results of operations.

Our operations are highly dependent on our technology platforms and other information technology systems (including third-party information technology systems). Such systems face ongoing cybersecurity threats and attacks, which, if successful, could result in the loss of the confidentiality, integrity or availability of such systems and the data held by such systems. Attacks on such systems could involve, and in some instances have in the past involved, attempts intended to obtain unauthorized access to our proprietary information, destroy data, disable, degrade or sabotage our systems, or divert or otherwise steal funds, including through the introduction of computer viruses, “phishing” attempts and other forms of social engineering. Attacks on such systems could also involve ransomware or other forms of cyber extortion. Cyberattacks and other data security threats could originate from a wide variety of external sources, including cyber criminals, nation state hackers, hacktivists and other outside parties. Cyberattacks and other security threats could also originate from the malicious or accidental acts of insiders, such as employees, consultants, independent contractors or other service providers.

There has been an increase in the frequency and sophistication of the cyber and data security threats we face, with attacks ranging from those that are common to many businesses to those that are more advanced and persistent, which may target us because we hold a significant amount of confidential and sensitive information about our investors, our funds and our investments. As a result, we may face a heightened risk of a security breach, ransomware attack or other disruption with respect to this information. Measures we take to ensure the integrity of our systems may not provide adequate protection, especially because cyberattack techniques are continually evolving, may persist undetected over extended periods of time and may not be mitigated in a timely manner to prevent or minimize the impact on us, our funds or our investors. Such attacks also may be enhanced through malicious actors’ use of artificial intelligence. Further, the use of remote work environments, mobile technology and virtual platforms as well as geopolitical tensions or conflicts, such as the ongoing conflicts in Eastern Europe and in the Middle East, may create a heightened risk to us of cyberattacks or other data security breaches.

In addition, we could also suffer losses in connection with updates to, or the failure to timely update, our technology platforms. We rely on third-party service providers for certain aspects of our business, including for the administration of certain fund operations, as well as for certain technology platforms, including cloud-based services. See “—Risks Relating to Our Funds and HHH and Our Investment Strategy—We are reliant on third-party service providers for certain aspects of our business, and are subject to risks in using custodians, counterparties, administrators and other agents.” These third-party service providers also face ongoing cybersecurity threats and the risk of compromises of their systems, and as a result, unauthorized individuals could gain, and in some past instances have gained, access to certain confidential data of their clients.

Breaches in our security or in the security of our third-party service providers, whether malicious in nature or through inadvertent transmittal or other loss of data, could potentially jeopardize the information of our business, including our employees, investors, funds and other investment vehicles, HHH, investments and business partners, that is processed and stored in, and transmitted through, our computer systems, or otherwise cause interruptions or malfunctions in businesses and operations. If our systems or those of our third-party service providers (or our data stored within) are compromised, either as a result of malicious activity or through inadvertent transmittal or other loss of data, or do not operate properly or are disabled, and if this occurs and we fail to provide the appropriate regulatory or other notifications in a timely manner, we could suffer financial loss, increased costs, a disruption of our businesses, liability to our counterparties, funds or investors, regulatory actions (and resulting fines or other penalties), negative publicity or reputational damage. The costs related to cyber or other data security threats or disruptions may not be fully insured or indemnified by other means. Furthermore, any such breach may cause our investors to lose confidence in the effectiveness of our security measures and in us more generally.

TABLE OF CONTENTS

Our portfolio companies also rely on data processing systems and the secure processing, storage and transmission of information, including payment and health information, which in some instances are provided by third parties. The businesses of our portfolio companies, or their national or regional profile, could also expose them to a greater risk than others of being subject to a cyberattack or security breach, which could have material adverse consequences on the value of their investments.

Finally, technology platforms, data and intellectual property are also subject to a heightened risk of theft or compromise to the extent we, our funds or HHH, or their portfolio companies engage in operations outside the United States, in particular in those jurisdictions that do not have comparable levels of legal protection or that require companies to forego certain intellectual property or related rights in order to operate there. Any such direct or indirect compromise of these assets could have a material adverse impact on us and our funds and their investments.

Use of artificial intelligence technology by us or third parties could lead to the exposure of our data or other adverse effects and such technology also may lead to more effective threat actors.

Recent technological advances in artificial intelligence (“AI”) and machine-learning technologies (collectively, “AI Technologies”), including, for example, the OpenAI ChatGPT application, may create opportunities for us, our funds and our other investment vehicles and HHH, as well as risks. As AI Technologies and their current and potential future applications continue to rapidly evolve, it is not possible to predict the full extent of the current or future risks related to AI Technologies. While the actual use of AI Technologies varies across our business, funds, other investment vehicles and HHH, we continue to evaluate the rapidly evolving landscape of AI Technologies and their attendant risks.

AI Technologies are reliant on the collection and analysis of large amounts of data and complex algorithms. In this respect, it is not possible or practical to incorporate all relevant data into models that AI Technologies utilize, nor do we expect to be involved in the collection of such data or development of algorithms in the ordinary course of our business. Therefore, it is possible that the data in such models may contain a degree of inaccuracy and error, potentially to a material degree, and that such data and algorithms could otherwise be inadequate or flawed, which would likely degrade the effectiveness of AI Technologies and could adversely impact us to the extent we, our funds, our other investment vehicles and HHH, our affiliates and our service providers or other third parties engaged by us rely on the work product of such AI Technologies.

AI Technologies may also be more susceptible to cybersecurity threats given the volume of data they utilize, which, in turn, could make us more susceptible to cybersecurity threats (such as those described under “—Cybersecurity and data protection risks could result in the loss of data, interruptions in our business, and damage to our reputation, and subject us to regulatory actions, increased costs and financial losses, each of which could have a material adverse effect on our business and results of operations”) to the extent we rely on AI Technologies. Further, we, our funds and HHH could be exposed to risks to the extent third-party service providers or any counterparties use AI Technologies in their business activities notwithstanding any preventative policies aimed at restricting or governing the use of such technologies. We are not able to control the way third-party products are developed, trained or maintained or the way third-party services utilizing AI Technologies are provided to us.

Use of AI Technologies could include the input of our confidential information (including non-public information and personal information) by third parties in contravention of non-disclosure agreements or by our personnel or other related parties in contravention of our policies and procedures and, in each case, could result in such confidential information becoming part of a dataset that is generally accessible by AI Technologies applications and users. The misuse or misappropriation of our data could have an adverse impact on our reputation and could subject us to legal and regulatory investigations and/or actions.

Furthermore, the use of AI Technologies could be affected by claims of infringement, misappropriation or other violations of intellectual property, including based on the use of large datasets used to train AI Technologies or the use of output generated by AI Technologies, in either case which contain or are substantially similar to material protected by intellectual property, including patents, copyrights or trademarks. Moreover, AI Technologies will likely be competitive with certain business practices or increase the obsolescence of certain organizations’ products or services (which might include competitiveness with, or contributing to the obsolescence of, other AI Technologies). In addition, AI Technologies could significantly disrupt the markets in

TABLE OF CONTENTS

which we operate, which could have a material effect on our business, financial condition and results of operations. Any such developments could affect any use of our or related third parties’ AI Technologies and adversely impact, whether directly or indirectly, our business and funds or HHH.

The legal and regulatory frameworks within which AI Technologies operate also continue to rapidly evolve, and it is impossible to predict the full extent of current or future risks related thereto. Regulations related to AI Technologies, which can have extraterritorial effect, may impose on us certain obligations and costs related to monitoring and compliance. For example, various U.S. states are in the process of enacting (or have already enacted) laws and regulations pertaining to the development, use and training of AI Technologies. At the federal level, the current Presidential Administration issued America’s AI Action Plan in July 2025, which includes recommended policy actions to accelerate AI innovation, build American AI infrastructure, and lead in international AI diplomacy and security, and a subsequent December 2025 Executive Order stating the policy of sustaining and enhancing the United States’ global AI dominance through a minimally burdensome national policy framework for AI and, among other things, directing the U.S. Attorney General to establish an AI Litigation Task Force to challenge burdensome U.S. state AI laws inconsistent with that policy.

The current Presidential Administration may continue to implement new executive orders and/or other rule making relating to AI Technologies in the future. In the EU, a regulation applicable to certain AI Technologies and the data used to train, test and deploy them (the “EU AI Act”) entered into force in August 2024 and its obligations are becoming applicable in phases, the first of which began on February 2, 2025. The EU AI Act has already prohibited certain AI practices and introduced certain AI literacy provisions and is due to impose significant requirements on both the providers and deployers of certain AI Technologies. The EU AI Act also sets out significant sanctions for breaches, including fines of up to 7% of annual worldwide turnover or €35 million, whichever is higher, for the most serious breaches. Moreover, claims for damages in respect of AI Technologies may also be possible (and in certain jurisdictions, facilitated by revisions to regulations on liability). The EU is currently considering targeted amendments to the EU AI Act. The costs of preparing for, monitoring and complying with regulations related to AI Technologies, and any claims or penalties as the result of any use of or reliance on AI Technologies, could, if applicable, adversely affect us and/or third parties connected to us (whether directly or indirectly), which could affect our business and funds.

Failure or alleged failure to comply with applicable data and privacy laws and regulations could subject us to ongoing costs and, in some cases, fines and reputational harm.

We are subject to numerous laws and regulations in the United States and around the world regarding privacy and the collection, storage, use, processing, transfer, transmission, disclosure and protection of personal, sensitive or other regulated data, the scope of which is rapidly evolving, subject to differing interpretations, and may be inconsistent between states within a country or between countries. Any inability or perceived inability to adequately address privacy concerns, or comply with applicable laws and regulations, even if unfounded, could result in regulatory and third-party liability, increased costs, disruption to our operations, and reputational damage.

We and the companies in which our funds and HHH invest are subject to data security and privacy compliance obligations that impose compliance costs and risks of penalties, and which could increase significantly as such laws and regulations evolve globally. For example, we have obligations under existing laws and regulations, including, by example but without limitation, the requirements of the General Data Protection Regulation (EU) 2016/679 (“GDPR”), the UK version of the GDPR (“UK GDPR”) as supplemented by the Data Protection Act 2018, the Cayman Islands Data Protection Act (2021 Revision), the Gramm Leach Bliley Act (“GLBA”), Regulation S-P issued by the SEC under GLBA (“Regulation S-P”) and the California Consumer Privacy Act of 2018, as amended. The SEC has adopted changes to Regulation S-P, which require, among other things, that registered investment advisers notify affected individuals of a breach involving their personal information when there has been an incident that rises to the level of being a reportable breach and develop, implement and maintain written policies and procedures for an incident response program. Further legislative evolution in the field of data security and privacy is also expected. For example, the UK’s Data (Use and Access) Act received Royal Assent on June 19, 2025 and is making various amendments to the current UK data protection regime, including to bring the maximum fine threshold for infringement of certain requirements relating to direct marketing and the use of cookies (currently £500,000) in line with the UK GDPR threshold (i.e., the higher of £17.5 million or 4% of annual global turnover), as well as introducing new data sharing frameworks. In addition, on November 19, 2025, the EU published a proposal to make certain simplifications to

TABLE OF CONTENTS

the GDPR and other data, privacy and cybersecurity related laws, including the ePrivacy Directive and EU AI Act. There is increasing divergence between EEA and UK requirements, which may create a greater dual regulatory compliance burden in circumstances where entities are subject to both regimes.

Certain jurisdictions are considering passing laws and regulations relating to data and digital services, and we may need to comply with additional laws or reporting obligations in the future. We cannot predict how such laws or regulations may develop, and the costs of monitoring, interpreting and, where applicable, complying with such laws and regulations could adversely affect our business, financial condition and results of operations, and could also impact the companies in which our funds invest, which could (directly or indirectly) affect our investment results. The continued development of these laws and regulations and their interpretations may increase our compliance costs, restrict our ability to offer services in certain locations, result in negative publicity and subject us to significant costs or penalties associated with litigation and/or regulatory action, all of which could adversely affect our business, financial condition, and results of operations.

As data protection and privacy laws, and regulatory and judicial interpretations thereof, continue to develop, it could be more difficult and/or more costly for us or the companies in which our funds and HHH invest to collect, store, use, transmit and process personal and sensitive information. Further, in addition to imposing substantial data protection governance and security requirements on companies, giving individuals extensive rights to control how companies handle their personal data and imposing data breach notification and other requirements, some data protection and privacy laws, such as the GDPR and UK GDPR, restrict cross-border transfers of personal information. Even where such transfers can be made, subject to compliance with certain conditions under the applicable data protection and privacy laws, analyzing, selecting and adhering to a relevant mechanism in order to make cross-border transfers permissible can still result in operational costs and complexities. Furthermore, requirements for data transfers continue to evolve and are subject to legal challenge. If mechanisms used by us for cross-border transfers are deemed to be insufficient, we may face increased exposure to regulatory actions, substantial fines and injunctions against processing personal information. Moreover, data protection and privacy laws may also impose restrictions on transfers of certain non-personal data, and certain jurisdictions have passed or are considering passing laws requiring or which may encourage local data residency. These and other restrictions and requirements around transfers of data, and other changes in data protection and privacy laws (or interpretations thereof) as they continue to develop could impact our operations, or those of HHH or a portfolio company, and increase the cost and complexity of delivering our services.

Although we take reasonable efforts to comply with all applicable laws and regulations and have invested and continue to invest human and technology resources into data privacy compliance efforts, there can be no assurance that we will not be subject to regulatory or individual legal action, including fines, in the event of a security incident, alleged non-compliance with applicable data protection and privacy laws or regulations, or other claim that an individual’s privacy rights have been violated. We could incur significant costs in investigating and defending such claims and, if found liable, or be required to make changes to our business practices. Further, these proceedings and any subsequent adverse outcomes may subject us to negative publicity and an erosion of trust. In addition, we could be adversely affected if legislation or regulations are expanded to require changes in our business practices or if governing jurisdictions interpret or implement their legislation or regulations in ways that adversely affect our business, financial condition and results of operations. Many regulators have indicated an intention to take more aggressive enforcement actions regarding data privacy matters, and private litigation resulting from such matters is increasing and resulting in large judgments and settlements.

We are subject to substantial risks of litigation and regulatory proceedings and may face significant liabilities and damage to our professional reputation as a result of litigation and regulatory proceedings and negative publicity.

In the ordinary course of business, we are subject to the risk of litigation and face significant regulatory oversight. In recent years, the volume of claims and amount of damages sought in litigation and regulatory proceedings against the financial services industry in general have been increasing. The investment decisions we make in our asset management business and the activities of our investment professionals may subject our funds, HHH and us to the risk of third-party litigation. For example, we may be subject to litigation arising from investor dissatisfaction with the performance of our funds, including certain losses due to the failure of a particular investment strategy or improper trading activity if we violate restrictions in our funds’ organizational documents.

TABLE OF CONTENTS

We also are exposed to risks of litigation relating to claims that we have not properly addressed conflicts of interest. From time to time we, our funds and HHH have been and may in the future be subject to litigation, including securities class action lawsuits by stockholders. For example, in December 2017 our funds paid $193.75 million to settle a class action with stockholders of Allergan who had brought insider trading allegations against us and Valeant Pharmaceuticals International Inc. Any litigation arising in such circumstances is likely to be protracted, expensive and surrounded by circumstances that could be materially damaging to our reputation and business. We are also subject from time to time to formal or informal investigations or inquiries by the SEC and other governmental and self-regulatory organizations in connection with our trading and other activities.

In addition, to the extent investors in our funds or HHH suffer losses resulting from fraud, gross negligence, willful misconduct or other similar misconduct, investors may have remedies against us, our funds or HHH, our investment professionals or our affiliates under the federal securities law and/or state law. While the boards of directors or trustees to our funds or HHH, including their officers, other employees and affiliates, are generally indemnified to the fullest extent permitted by law with respect to their conduct in connection with the management of the entity’s business and affairs, such indemnity does not extend to actions determined to have involved fraud, willful misconduct or other similar misconduct.

Any private lawsuits or regulatory actions brought against us and resulting in a finding of substantial legal liability could materially adversely affect our business, financial condition or results of operations or cause significant reputational harm to us, which could seriously harm our business. Recently, there has been increased activity on the part of certain activist and other organized groups with respect to investments made by private funds. Such groups have at times contacted and otherwise sought to engage with government and regulatory bodies and fund investors, which could lead to negative publicity that could harm our reputation.

We depend to a large extent on our business relationships and our reputation for being a good partner to pursue investment opportunities for our funds. As a result, allegations of improper conduct by private litigants, regulators or employees, whether the ultimate outcome is favorable or unfavorable to us, as well as negative publicity and press speculation about us, our investment activities, our workplace environment, or the asset management industry in general, whether or not valid, may harm our reputation, which may be more damaging to our business than to other types of businesses. Additionally, the pervasiveness of social media, coupled with increased public focus on the externalities of business activities, could further magnify the reputational risks associated with negative publicity.

We may not be able to maintain sufficient insurance to cover us for potential litigation or other risks.

We may not be able to obtain or maintain sufficient insurance on commercially reasonable terms or with adequate coverage levels against potential liabilities we may face in connection with potential claims, which could have a material adverse effect on our business. We may face a risk of loss from a variety of claims, including claims related to securities, antitrust, contracts, cybersecurity, fraud and various other potential claims, whether or not such claims are valid. Insurance and other safeguards might only partially reimburse us for our losses, if at all, and if a claim is successful and exceeds or is not covered by our insurance policies, we may be required to pay a substantial amount in respect of such successful claim. Certain losses of a catastrophic nature, such as losses arising as a result of wars, systemic risk associated with cyber-kinetic warfare, earthquakes, floods, typhoons, terrorist attacks or other similar events, may be uninsurable or may only be insurable at rates that are so high that maintaining coverage would cause an adverse impact on our business and our funds. In general, losses related to terrorism and catastrophic nation-state hacks are becoming harder and more expensive to insure against. Some insurers are excluding coverage of terrorist acts and catastrophic nation-state hacks from their all-risk policies. In some cases, insurers are offering significantly limited coverage against terrorist acts for additional premiums, which can greatly increase the total cost of casualty insurance for a property. As a result, we and our funds or HHH may not be insured or fully insured against terrorism or certain other catastrophic losses.

Another pandemic or global health crisis like the COVID-19 pandemic may adversely impact our performance and results of operations.

From 2020 to 2022, in response to the COVID-19 pandemic, many countries instituted quarantine restrictions and took other measures to limit the spread of the virus. This resulted in labor shortages and disruption of supply chains and contributed to prolonged disruption of the global economy. A widespread reoccurrence of another pandemic or

TABLE OF CONTENTS

global health crisis could increase the possibility of periods of similar restrictions on business operations, which may materially adversely impact our business, financial condition, results of operations, liquidity and prospects and exacerbate many of the other risks discussed in this “Risk Factors” section.

In the event of another pandemic or global health crisis like the COVID-19 pandemic, our portfolio companies may experience decreased revenues and earnings, which may adversely impact our ability to realize value from such investments and in turn reduce our revenues. Certain sectors in which our funds and HHH have or may have investments, including hospitality, retail and travel, could be particularly negatively impacted, as was the case during the COVID-19 pandemic. The companies in which our funds and HHH invest may also face increased credit and liquidity risk due to volatility in financial markets and limited access to or higher cost of financing, which may adversely impact the value of these investments.

A pandemic or global health crisis may also pose enhanced operational risks. For example, our employees may become sick or otherwise unable to perform their duties for an extended period, and extended public health restrictions and remote working arrangements may impact employee morale, integration of new employees and preservation of our culture. Remote working environments may also be less secure and more susceptible to hacking attacks, including phishing and social engineering attempts, as discussed above. Moreover, our third-party service providers could be impacted by an inability to perform due to pandemic-related restrictions or by failures of, or attacks on, their technology platforms.

If Pershing Square Inc. were deemed an “investment company” under the 1940 Act, applicable restrictions could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business.

The 1940 Act and the rules thereunder contain detailed parameters for the organization and operation of investment companies. Among other things, the 1940 Act and the rules thereunder limit or prohibit transactions with affiliates, impose limitations on the issuance of debt and equity securities, generally prohibit the issuance of options and impose certain governance requirements. We intend to conduct our operations so that Pershing Square Inc. will not be deemed to be an investment company under the 1940 Act. In applying the tests under Section 3(a)(1) of the 1940 Act to Pershing Square Inc., we believe that we are not captured by the definition of an investment company because the most substantial portions of our assets (measured by fair market value as determined in good faith by our board) and our income each quarter is derived from our asset management business rather than any other source including our principal investment activities. If anything were to happen which would cause Pershing Square Inc. to be deemed to be an investment company under the 1940 Act, requirements imposed by the 1940 Act, including limitations on our capital structure, ability to transact business with affiliates and ability to compensate key employees, could make it impractical for us to continue our business as currently conducted, impair the agreements and arrangements between Pershing Square Inc. and its investment professionals, and materially adversely affect our business, financial condition and results of operations. In addition, we could be required to limit the amount of investments that we make as a principal and structure such investments or otherwise conduct our business in a manner that does not subject us to the registration and other requirements of the 1940 Act.

Risks Relating to Our Funds and HHH and Our Investment Strategy

Poor performance of our funds and our other investment vehicles would cause a decline in our revenues, results of operations and cash flows.

We derive revenue from management and performance fees based on assets under management and the performance of each of our funds and our other investment vehicles. If such funds and/or other investment vehicles perform poorly, our revenues, results of operations and cash flows decline because the value of our assets under management decreases, which in turn results in a reduction in our management fees and, in some cases, may result in a reduction in the performance fee revenue we receive that year from our funds.

Decreases in the market capitalization of HHH would cause a decline in our assets, revenues, results of operations and cash flows.

Pershing Square Inc. owns 15% and our core funds own 32% of the HHH shares outstanding. A decrease in the market capitalization of HHH would cause a decline in the value of our HHH shares. We also derive revenue from the HHH Fees based, with respect to the HHH Variable Management Fee, on the value of the HHH stock

TABLE OF CONTENTS

price relative to a reference price, as determined at the end of each quarter in accordance with the HHH Services Agreement. See “Business— Advisory Fees and Compensation—HHH Fees” for more information. Accordingly, we may experience fluctuations in the HHH Variable Management Fee earned from quarter to quarter. Furthermore, if the HHH stock price were to decline below the reference price in a given quarter, we would receive no HHH Variable Management Fee for that quarter which could adversely impact our revenues, results of operations and cash flows. The HHH stock price could decline if HHH performs poorly or for other factors beyond HHH’s control, including but not limited to general economic, market or political conditions.

The historical returns attributable to our funds and HHH, including those presented in this prospectus, should not be considered as indicative of the future results of our funds or HHH or of our future results or of any returns expected on an investment in our common stock.

Although the historical and potential future returns of our funds and HHH are correlated with our financial results, returns on our common stock are not directly linked to such returns. As disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operation,” our primary source of income comes from the management and performance fees derived from our funds and not from an investment of our own capital in our funds. We also receive management fees from HHH in return for our investment advisory and other services and not from a return on an investment of our own capital in HHH. Accordingly, any positive performance of our funds or HHH will not necessarily result in positive returns on an investment in our common stock. See “—Risks Related to the Combined Offering and Ownership of Our Common Stock—The market price of shares of our common stock may be volatile, which could cause the value of your investment to decline” for a discussion of the factors other than performance of our funds and of HHH which could have an impact on the price of shares of our common stock. However, poor performance of our funds and HHH’s stock price would cause a decline in our revenue and would therefore have a negative effect on our performance and likely the returns on an investment in our common stock. Moreover, with respect to the historical returns of our funds:

•

we may create new products or strategies in the future that reflect different investment strategies (or whose management fees represent a more significant proportion of the fees than has historically been the case), as well as a varied geographic and industry exposure as compared to our present funds, and any such new product or strategy could have different returns from our existing or previous funds;

•	the rates of returns of our funds reflect unrealized gains as of the applicable measurement date that may never be realized, which may adversely affect the ultimate value realized from those funds’ investments;

•

our funds’ returns in some years benefited from investment opportunities and general market conditions that may not repeat themselves, our current or future investment funds might not be able to avail themselves of comparable investment opportunities or market conditions, and the circumstances under which our current or future funds may make future investments may differ significantly from those conditions prevailing in the past; and

•	the rates of return of our funds reflect our historical cost structure, which may vary in the future due to various factors enumerated elsewhere in this prospectus and other factors beyond our control, including changes in laws.

The future internal rate of return for any current or future fund may vary considerably from the historical internal rate of return generated by any particular fund, or for our funds as a whole. Similarly, the future rate of return and stock price for HHH may vary considerably from its historical rate of return and stock price, particularly because HHH will pursue a different investment strategy as a result of the Howard Hughes Transaction. In addition, future returns will be affected by the applicable risks described elsewhere in this prospectus, including risks of the industries and businesses in which a particular fund or in which HHH invests.

The anticipated benefits of the Howard Hughes Transaction may not be realized, or those benefits may take longer to realize than expected.

We believe that there are significant benefits and synergies that may be realized from the Howard Hughes Transaction. However, the anticipated transformation of HHH into a diversified holding company pursuant to the Howard Hughes Transaction will be a new and complex process for us, and the efforts to realize the benefits of this transaction may disrupt our and HHH’s existing operations. The full benefits of the transaction may not be

TABLE OF CONTENTS

realized as expected or may not be achieved within the anticipated time frame, or at all. Failure to achieve the anticipated benefits of the Howard Hughes Transaction could adversely affect HHH’s and our future business, financial condition, operating results and prospects and negatively impact the price of our common stock.

In addition, although we do not anticipate that the Howard Hughes Transaction will require us to materially increase our fixed costs or headcount or disrupt the operation of our core funds, we may in fact need to increase our fixed costs or headcount and/or there may be some disruption to the operation of our core funds. Furthermore, the Howard Hughes Transaction involves a number of special risks, including the potential diversion of management’s and our investment team’s attention from our core funds; entry into markets or businesses in which we or HHH may have limited or no experience; increasing demands on our investment processes and infrastructure; and enhanced regulatory scrutiny and greater reputational and litigation risk. Such risks may disrupt HHH’s or our ongoing business and limit the anticipated benefits to us of the Howard Hughes Transaction.

We are not a majority stockholder in HHH, exposing us to the risk of decisions made by others with whom we may not agree.

We are not a majority stockholder in HHH and do not have full discretionary authority over the investments of HHH. In connection with the Howard Hughes Transaction, we agreed generally to limit the voting power of the shares of HHH common stock held by us and our affiliates to 40% of the total voting power of HHH shares outstanding and we and our affiliates have limited our beneficial ownership of HHH common stock to 47%.

Additionally, we agreed to a provision establishing that a majority of HHH directors will be independent, under applicable stock exchange standards, so long as we own more than 10% of HHH common stock. Although we provide investment advisory and other services to support HHH’s new diversified holding company strategy, and following completion of the Vantage Acquisition, Vantage and its insurance company subsidiaries, we are subject to the risk that HHH may make business, financial or management decisions contrary to our expectations or with which we do not agree (including with respect to the use of the capital we have invested in HHH in connection with the Howard Hughes Transaction) or that the other stockholders or the management of HHH may take risks or otherwise act in a manner that does not serve our interests. If any of the foregoing were to occur, our business, financial condition and results of operations could suffer as a result.

Our funds and our other investment vehicles are exposed to a concentration of investments, which can exacerbate volatility and investment risk.

In the pursuit of our core investment strategy, our funds and our other investment vehicles accumulate significant positions in particular investments, typically investing the substantial majority of their capital in a limited number of core investments. Our investment strategy of concentrating investment positions can increase the volatility of investment results over time and may exacerbate the risk that a loss in any such position could have a material adverse impact on the NAV of the funds and other investment vehicles and, in turn, the management fees we receive from them. Although we may at times choose to do so, we are under no obligation to hedge positions to mitigate such risks. See “—Risk management activities may not be successful and, in some cases, may negatively impact our business.” In addition, we may in the future concentrate such investment positions in any one or group of industries, which could further exacerbate the impact of an economic slowdown in such industries on the NAV and performance of our funds and other investment vehicles and, in turn, our management fees and performance fees. Such volatility and investment risk could have a material adverse effect on our business, financial condition and results of operations.

Our investment strategies may not be successful, which would negatively affect us.

Investments are exposed to the risk of the loss of capital. Our funds and HHH invest in securities and operating companies utilizing an investment strategy that may involve substantial risks. The prices of their respective investments and assets are volatile and market movements are difficult to predict. No guarantee or representation is made that their investment strategies will be successful. In addition, our funds may utilize such investment techniques as concentration of investments, forward transactions, foreign currency transactions, uncovered option transactions, securities lending, short sales, investments in non-marketable securities and futures and options on futures transactions, among others, which could under certain circumstances magnify the impact of any adverse market or investment developments.

TABLE OF CONTENTS

There can be no assurance that the investments made by our funds or HHH will increase in value or that our funds and HHH will not incur significant losses. Such investment risk could have a material adverse effect on our business, financial condition and results of operations.

We may fail to identify suitable investment opportunities.

Our investment strategies for our funds and HHH depend on our ability to successfully identify attractive investment opportunities. Any failure to identify and make appropriate investment opportunities would increase the amount of their assets invested in cash or cash equivalents and, as a result, may reduce their rates of return. Our funds and HHH face competition for investments from, for example, public and private investment funds, strategic buyers and/or investment banks. Many of these competitors may be substantially larger and have greater financial resources than are available to our funds and HHH. There can be no assurance that we will be able to identify and make investments for our funds, or that HHH will be able to make investments, that are consistent with our investment objectives or that generate attractive returns for investors, or that our funds and HHH will not be significantly affected by competitive pressures for investment opportunities, which could in turn have a material adverse effect on our business, financial condition and results of operations.

The due diligence we perform may not reveal all relevant facts in connection with such investment.

When assessing an investment opportunity, we have relied and will continue to rely on resources that may provide limited or incomplete information. In some cases, whether or not known to us at the time, such resources may not be sufficient, accurate, complete or reliable. In particular, we have relied and will continue to rely on publicly available information and data filed with various government regulators. Although we have evaluated and will continue to evaluate information and data as we deemed or deem appropriate, and have sought and will continue to seek independent corroboration when reasonably available, we have not and may choose not to evaluate all publicly available information and data with respect to any investment and have often not been and will often not be in a position to confirm the completeness, genuineness or accuracy of the information and data that we did or will evaluate.

In addition, when assessing an investment opportunity, our investment analyses and decisions may be undertaken on an expedited basis in order to take advantage of what we perceive to be short-lived investment opportunities. In such cases, the available information at the time of an investment decision may be limited, inaccurate and/or incomplete.

As a result, there can be no assurance that due diligence investigations we carry out will reveal or highlight all relevant facts (including fraud) or risks that may be necessary or helpful in evaluating investment opportunities or foresee future developments that could have a material adverse effect on an investment. Any failure to identify relevant facts may result in inappropriate investment decisions, which may have a material adverse effect on the value of the investments of our funds and HHH, which in turn may have a material adverse effect on our business, financial condition and results of operations.

Our funds and other investment vehicles generally make investments in companies that we do not control, exposing us to the risk of decisions made by others with whom we may not agree.

Our funds and our other investment vehicles generally make investments in companies that we do not control. As a result, these investments are subject to the risk that the company in which we invest may make business, financial or management decisions contrary to our expectations or with which we do not agree or the majority stakeholders or the management of the company may take risks or otherwise act in a manner that does not serve our interests. If any of the foregoing were to occur with respect to one or more significant investments, the values of such investments by our funds and our other investment vehicles could decrease and our business, financial condition and results of operations could suffer as a result.

Risk management activities may not be successful and, in some cases, may negatively impact our business.

When managing exposure to market risks, our funds and HHH may from time to time use futures and forward contracts, options, interest rate swaps, caps, collars and floors or pursue other strategies or use other forms of derivative instruments (over the counter (“OTC”) and otherwise) to limit our exposure to changes in the relative values of investments that may result from market developments, including changes in prevailing

TABLE OF CONTENTS

interest rates, currency exchange rates and commodity prices. The use of derivative financial instruments and other risk management strategies may not be properly designed to hedge, manage or otherwise reduce the risks we have identified. In addition, we may not be able to identify, or may not have fully identified, all applicable material market risks to which we are exposed.

Our funds and HHH may also choose not to hedge, in whole or in part, any of the risks that have been identified. The scope of risk management activities undertaken by us varies based on the level and volatility of interest rates, the prevailing foreign currency exchange rates, the types of investments that are made and other changing market conditions. We do not seek to hedge our exposure in all currencies or all investments, which means that our exposure to certain market risks are not limited. The use of hedging transactions and other derivative instruments to reduce the effects of a decline in the value of a position does not eliminate the possibility of fluctuations in the value of the position or prevent losses if the value of the position declines. Moreover, it may not be possible to limit the exposure to a market development that is so generally anticipated that a hedging or other derivative transaction cannot be entered into at an acceptable price. Further, it may not be possible to fully or perfectly limit our exposure against all changes in the value of investments because the value of investments is likely to fluctuate as a result of a number of factors, some of which will be beyond our control or ability to hedge. As such, the portfolios of our funds and HHH will always be exposed to certain risks that cannot be hedged.

In addition, the success of any hedging or other derivative transaction generally will depend on our ability to correctly predict market changes, the degree of correlation between price movements of a derivative instrument and the position being hedged, the creditworthiness of the counterparty and other factors, some of which may be beyond our ability to hedge. The degree of correlation between price movements of the instruments used in connection with hedging activities and price movements in a position being hedged may vary. For various reasons, we may not seek to establish, or be successful in establishing, a perfect correlation between the instruments used in hedging or other derivative transactions and the positions being hedged. An imperfect correlation could prevent us from achieving the intended result and give rise to a loss. As a result, while our funds and HHH may enter into such a transaction in order to reduce exposure to market risks, unintended market changes may result in poorer overall investment performance than if it had not been executed. Such transactions may also limit the opportunity for gain if the value of a hedged position increases.

Hedging arrangements themselves also may entail certain other risks. These arrangements may require the posting of cash collateral at a time when a fund has insufficient cash such that the posting of the cash is either impossible or requires the sale of assets at prices that do not reflect their underlying value. In addition, if our derivative counterparties or clearinghouses fail to meet their obligations with respect to the posting of cash collateral, our efforts to mitigate certain risks may be ineffective. Moreover, these hedging arrangements may generate significant transaction costs, including potential tax costs, that reduce the returns generated by a fund.

Finally, the regulation of derivatives and commodity interest transactions in the United States and other countries is a rapidly changing area of law and is subject to ongoing modification by governmental and judicial action. Newly instituted and amended regulations could significantly increase the cost of entering into derivative contracts (including through requirements to post collateral, which could negatively impact available liquidity), materially alter the terms of derivative contracts, reduce the availability of derivatives to protect against risks, reduce our ability to restructure our existing derivative contracts and increase our exposure to less creditworthy counterparties. Furthermore, the CFTC may in the future require certain foreign exchange products to be subject to mandatory clearing, which could increase the cost of entering into currency hedges. See also “—Risks Related to Our Business and Industry—Changing regulations regarding derivatives and commodity interest transactions could negatively impact our business.”

TABLE OF CONTENTS

Our foreign investments may be subject to various risks, thus exposing us to risk.

Our funds and HHH may invest in securities trading in markets less mature than those of the United States. Investing in these securities involves particular risks for our funds and our other investment vehicles, including:

•	political and economic risks, such as expropriation and nationalization, the potential difficulty of repatriating any investment returns and general social, political and economic instability;

•	potential lack of liquidity and greater price volatility, which may affect, among other things, the ability to exit a position;

•	difficulties in pricing securities;

•	defaults on foreign government securities;

•	the imposition of withholding or other taxes on interest, dividends or other distributions, payments on certain derivative instruments, capital gains, other income or gross sale or disposition proceeds;

•	fluctuations in the rate of exchange between currencies and costs associated with currency conversion or foreign exchange controls;

•	certain government policies that may restrict our investment opportunities;

•	lower quality accounting and financial reporting standards;

•	a less effective or less developed regulatory environment, including limited or no supervision and regulation of stock exchanges, brokers and the sales of securities;

•	differences in the legal and regulatory environment, including less developed or less comprehensive bankruptcy laws;

•	fewer investor protections and less stringent requirements relating to fiduciary duties;

•	difficulties in enforcing contractual obligations;

•	heightened exposure to corruption risk;

•	higher transaction costs of investing;

•	less publicly available information about companies;

•	absence of an independent judicial system and exposure to economic, political or nationalistic influences, resulting in difficulties in pursuing legal remedies or obtaining and enforcing judgments or in voting proxies and exercising stockholder rights; and

•	a less favorable environment for pursuing our investment strategy.

Our trading orders may not be executed in a timely fashion.

Our investment and trading strategies depend on the ability to establish and maintain overall market positions in a combination of investments and financial instruments. Our trading orders may not be executed in a timely and efficient manner due to various circumstances, including, for example, trading volume surges, systems failures or human error attributable to us, our funds or HHH, counterparties, brokers, dealers, agents or other service providers. In such event, our funds and HHH might only be able to acquire or dispose of some, but not all, of the components of such position, or if the overall position were to need adjustment, our funds and HHH might not be able to make such adjustment. As a result, our funds and HHH would not be able to achieve the desired market position, which may result in a loss. In addition, our funds and HHH rely heavily on electronic execution systems (and may rely on new systems and technology in the future), and such systems may be subject to certain systemic limitations or mistakes, causing the interruption of trading orders made by our funds and HHH. Losses resulting from delays in trade execution and settlement could have a material adverse effect on the performance of our funds and HHH, which in turn could lead to lower management fees and, in some cases, may lead to lower performance fee revenue, causing a material adverse effect on our business, financial condition and results of operations.

TABLE OF CONTENTS

We are reliant on third-party service providers for certain aspects of our business, and are subject to risks in using custodians, counterparties, administrators and other agents.

We are reliant on third-party service providers for certain investment services and technology platforms that facilitate the continued operation of our business, including but not limited to prime brokerage and cloud-based services. We generally have less control over the delivery of such third-party services, and as a result, may face disruptions to our ability to operate our business as a result of interruptions of such services. For example, a prolonged global failure of cloud services provided to us could result in cascading systems failures.

Our funds and HHH depend on the services of custodians, counterparties, administrators and other agents, including to carry out certain securities and derivatives transactions and other administrative services. We are subject to risks of errors and mistakes made by these third parties, which may be attributed to us and subject us to reputational damage, penalties or losses. The terms of the contracts with these third-party service providers are often customized and complex, and many of these arrangements occur in markets or relate to products that are subject to limited or no regulatory oversight. We may be unsuccessful in seeking reimbursement or indemnification from these third-party service providers.

Our funds and HHH are subject to the risk that the counterparty to one or more of these contracts defaults, either voluntarily or involuntarily, on its performance under the contract. Any such default may occur suddenly and without notice to us. Moreover, if a counterparty defaults, we may be unable to take action to cover our exposure, either because we lack contractual recourse or because market conditions make it difficult to take effective action. This inability could occur in times of market stress, which is when defaults are most likely to occur. In addition, we may not accurately anticipate the effects of market stress or counterparty financial condition, and as a result, we may not have taken sufficient action to reduce our risks effectively. Default risk may arise from events or circumstances that are difficult to detect, foresee or evaluate. In addition, concerns about, or a default by, one large participant could lead to significant liquidity problems for other participants, which may in turn expose us to significant losses.

In the event of a counterparty default, particularly a default by a major investment bank or a default by a counterparty to a significant number of our contracts, one or more of our funds or HHH may have outstanding trades that they cannot settle or are delayed in settling. As a result, our funds or HHH could incur material losses and the resulting market impact of a major counterparty default could harm our business, financial condition and results of operation.

In the event of the insolvency of a custodian, counterparty or any other party that is holding assets of our funds or HHH as collateral, our funds or HHH might not be able to recover equivalent assets in full as they will rank among the custodian’s or counterparty’s unsecured creditors in relation to the assets held as collateral. In addition, our cash held with a custodian or counterparty generally will not be segregated from the custodian’s or counterparty’s own cash, and our funds and HHH may therefore rank as unsecured creditors in relation thereto.

Our investment strategies are subject to numerous additional risks.

Our investment strategies are subject to numerous additional risks, including the following:

•

Our funds and HHH may invest in risky instruments, such as swaps and certain options and other custom instruments, which are subject to the risk of non-performance by the swap counterparty, including risks relating to the creditworthiness of the swap counterparty, market risk, liquidity risk and operations risk; credit-default swaps, characterized by volatile pricing, potentially illiquid markets, difficulty in predicting triggering events and various other risks; and future contracts and forward contracts, which are subject to the risk of bank failure or non-performance;

•	Our funds and HHH may invest in risky investments, such as distressed securities or illiquid investments, and such investments may involve material risks;

•	New investment instruments are continually developing and investments in such investment instruments may involve material and as yet unanticipated risks;

•	Our funds and HHH may employ hedging, including dynamic hedging approaches which may ultimately fail to achieve the intended risk mitigation if the market experiences rapid changes in price, volatility, or liquidity;

TABLE OF CONTENTS

•

While we pursue a long-term investment strategy, our funds and HHH retain the flexibility to engage in short-selling as a short-term trading-related technique, which could result in material losses due to the theoretical risk of an unlimited increase in the market price of a short sale of an investment instrument;

•	Our funds and HHH may be limited in their ability to engage in short-selling or other short-term trading-related techniques as a result of regulatory mandates which may limit our ability to engage in hedging activities and therefore impair our investment strategies;

•

Our funds and HHH retain the flexibility to use margin leverage for short-term management of cash flows, which subjects the funds to changes in the value that broker-dealers ascribe to a given security or position, the amount of margin required to support such security or position, the borrowing rate to finance such security or position and/or such broker-dealers’ willingness to continue to provide any such credit to the funds;

•	Our funds and HHH depend on their ability to access sufficient sources of debt financing at attractive rates to execute any leverage strategies, and there is no guarantee that they will be able to access sufficient debt or other financing at attractive rates or at all; and

•	Our funds and HHH may invest through their respective affiliates, in which case their investments may be subordinated to the claims of such affiliates’ creditors.

Given the priority we afford the interests of the investors in our funds and our other investment vehicles and our focus on achieving superior investment performance, we may reduce our fees or otherwise alter the terms under which we do business when we deem it in the best interest of our fund investors — even in circumstances where such actions might be contrary to the short-term interests of our stockholders.

In pursuing the interests of the investors in our funds and our other investment vehicles, we may take actions that could reduce the profits we could otherwise realize in the short term. While we believe that our commitment to the investors in our funds and our other investment vehicles and our discipline in this regard is in the long-term interest of us and our stockholders, this approach may have an adverse impact on our short-term profitability, and there is no guarantee that it will be beneficial in the long term. We may voluntarily reduce management fee rates and terms for certain of our funds or other investment vehicles and/or certain investors in such funds or other investment vehicles, when we deem it appropriate, even when doing so may reduce our short-term revenue. For example, for eight consecutive quarters beginning in 2018, we reduced the management fees paid to us by certain of our funds to account for their litigation settlement-related expenses. Similarly, in connection with the Howard Hughes Transaction, we reduced the management fees paid to PSCM by each of the core funds by an amount equal to the HHH Fees multiplied by the percentage of HHH’s shares outstanding held by each such fund attributable to its fee-paying capital. As another example, we waived performance fees for certain investors in our private funds until such time as any losses incurred by them from a direct investment in one of our co-investment vehicles were recovered. Furthermore, employees and affiliates of PSCM, or other individuals who have provided material assistance to PSCM, benefit from preferential fees.

The PSUS IPO will cause a material portion of our Fee-Paying AUM to consist of registered investment company assets.

The PSUS IPO will cause a material portion of our Fee-Paying AUM to consist of registered investment company assets. Neither we nor PSCM or any of our other affiliates has previously served as an investment adviser to an investment company registered under the 1940 Act. As a result, we will be addressing certain operational and compliance requirements of the 1940 Act for the first time in connection with the launch of PSUS. None of the other funds we currently manage prior to the combined offering are registered under the 1940 Act, unlike PSUS, and, therefore, none of them are subject to the investment, leverage and derivative restrictions, diversification requirements and other regulatory requirements imposed on registered investment companies by the 1940 Act and on regulated investment companies by the Code. If any of the other funds we manage had been registered under the 1940 Act and/or operated as regulated investment companies under the Code, their respective returns might have been lower and their ability to undertake certain transactions or investments may have been restricted. As a result, our future performance will depend on our ability to implement the operational and compliance-related requirements of the 1940 Act, while also successfully implementing our investment strategy within the investment and regulatory parameters

TABLE OF CONTENTS

applicable to registered investment companies under the 1940 Act. Any failure to do so may have a material adverse effect on the performance of PSUS, which in turn could lead to lower management fees causing a material adverse effect on our business, financial condition and results of operations.

Risks Related to Taxation

Changes in relevant tax laws, regulations or treaties or an adverse interpretation of these items by tax authorities could adversely impact our effective tax rate and tax liability.

Our effective tax rate and tax liability are based on the application of current income tax laws, regulations and treaties, including state and local income tax laws and regulations. These laws, regulations and treaties are complex, and the manner in which they apply to us and our funds is sometimes open to interpretation. Significant management judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets. Although management believes its application of current laws, regulations and treaties to be correct and sustainable upon examination by the tax authorities, the tax authorities (including the Internal Revenue Service (“IRS”)) could challenge our interpretation, resulting in additional tax liability or adjustment to our income tax provision that could increase our effective tax rate.

In addition, past and future changes to tax laws and regulations, including to state and local tax laws and regulations, may have an adverse impact on us. For example, the Inflation Reduction Act of 2022 imposes, among other things, a minimum “book” tax on certain large corporations and creates a new excise tax on net stock repurchases made by certain publicly traded corporations. Furthermore, President Trump recently signed into the law the One Big Beautiful Bill Act which includes several new provisions (and other amendments) to the Code. The application and implication of the One Big Beautiful Bill Act to the Company is not yet clear given the lack of official guidance and interpretation or practical application. These and other changes could materially change the amount and/or timing of taxes we could be required to pay and may increase tax-related regulatory and compliance costs.

Risks Related to the Combined Offering and Ownership of Our Common Stock

No public market for our common stock currently exists, and an active trading market for our common stock may never develop or be sustained after the combined offering. Following the combined offering, our stock price may fluctuate significantly.

There currently is no public trading market for shares of our common stock. Following the combined offering, our common stock will be listed on the NYSE. Our common stock will trade separately on the NYSE from PSUS Shares, which will also be listed on the NYSE following the combined offering as described in the accompanying PSUS Prospectus. We cannot predict the extent to which investor interest in our company will lead to the development of an active trading market on the NYSE or how liquid that market might become. An active public market for our common stock may not develop or be sustained after the combined offering. If an active public market does not develop or is not sustained, it may be difficult for you to sell your shares of our common stock at a price that is attractive to you, or at all.

We cannot predict the prices at which our common stock may trade after the combined offering. Prior to the opening trade, there will not be a price at which the underwriters initially sell shares of our common stock to the public. The absence of a predetermined initial public offering price could impact the range of buy and sell orders collected by the underwriters from various broker-dealers. Consequently, upon listing on the NYSE, the public trading price of our common stock may be more volatile than where an initial public offering is conducted with a predetermined initial offering price and could decline significantly and rapidly from the opening price. As a result, we also cannot assure you that, following the combined offering, the combined trading prices of a PSUS Share and a share of our common stock will equal or exceed the public offering price of a PSUS Share in the PSUS IPO. In addition, there may be some investor rotation for a period following the combined offering. An investor in the combined offering that desires to invest in only the PSUS Shares or shares of our common stock (and not both) may seek to sell or short the security that it does not intend to hold, and such activity may put downward pricing pressure and/or increase volatility in the trading markets for our common stock and the PSUS Shares. A range of other factors, some of which may be beyond our control, may cause the market price of our common stock to fluctuate widely. See

TABLE OF CONTENTS

“—The market price of shares of our common stock may be volatile, which could cause the value of your investment to decline.” Low trading volume for our common stock, which may occur if an active trading market does not develop, among other reasons, would amplify the effect of such factors on our stock price volatility.

In connection with the combined offering, the underwriters may purchase and sell shares of our common stock and/or PSUS Shares in the open market, including over-allotment and stabilizing transactions and purchases to cover syndicate short positions created in connection with the combined offering, which may require corresponding purchases or sales by the underwriters of shares of the other component security in the open market. In connection with the combined offering, the underwriters may engage in “covered” short sales in an amount of shares representing the underwriters’ option to purchase additional shares. To close a covered short position, the underwriters purchase shares in the open market or exercise the underwriters’ option to purchase additional shares. In determining the source of shares to close the covered short position, the underwriters typically consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the underwriters’ option to purchase additional shares. Purchases in the open market to cover short positions, as well as other purchases underwriters may undertake for their own accounts, may have the effect of preventing a decline in the trading price of shares of the subject securities. Generally, the Underwriters would not be expected to engage in stabilizing transactions or cover syndicate short positions, unless the combined trading price of a PSUS Share and a share of our common stock is in the aggregate less than the public offering price of $50.00.

To the extent that the underwriters do not engage in stabilizing transactions with respect to the trading of our common stock on the NYSE, there could be greater volatility in the public price of our common stock during the period immediately following the closing of the combined offering. Furthermore, stabilizing transactions by the underwriters with respect to the trading of the PSUS Shares on the NYSE, including over-allotment and stabilizing transactions and purchases to cover syndicate short positions created in connection with the PSUS IPO, may require corresponding purchases or sales by the underwriters of shares of our common stock in the open market, and therefore stabilizing transactions with respect to the trading of PSUS Shares may affect the trading market for our common stock, including in potentially unexpected ways. Each of these factors contributes to the potential volatility in the price for our common stock following the combined offering.

ManagementCo controls us and its interests may conflict with ours or yours in the future.

Upon completion of the combined transaction, ManagementCo, an entity managed by members of our senior management, will initially have voting power over % of our outstanding common stock (or % if the underwriters in the PSUS IPO exercise in full their option to purchase additional PSUS Shares as described in the accompanying PSUS Prospectus) and will also hold a Special Voting Share that 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 our 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. Because the shares of our common stock over which ManagementCo will initially have voting power will provide it with in excess of a simple majority of the voting power of the outstanding shares of our common stock, the Special Voting Share will initially provide only a single additional vote to ManagementCo.

Even if the shares of our common stock over which ManagementCo has voting power decrease in the future below a simple majority of the voting power, the additional voting power provided to ManagementCo by the Special Voting Share means ManagementCo will still be able to control the election of our board of directors and generally control the outcome of all other matters requiring the approval of our stockholders, including the amendment of our articles of incorporation and bylaws and significant corporate transactions such as a change in control, merger, consolidation or sale of assets. Accordingly, ManagementCo will have significant influence with respect to our management, business plans and policies, including the appointment and removal of our officers. In particular, ManagementCo will be able to significantly influence or effectively prevent a change of control of our company or a change in the composition of our board of directors and could preclude any unsolicited acquisition of our company. The concentration of ownership could deprive you of an opportunity to receive a premium for your shares of common stock as part of a sale of our company and ultimately might affect the market price of our common stock. See “Description of Capital Stock—Anti-Takeover Effects of Our Articles of Incorporation and Bylaws and Certain Provisions of Nevada Law—Voting Rights of ManagementCo.”

TABLE OF CONTENTS

ManagementCo will also control PS Partner Group and CompCo, which will allow ManagementCo to have oversight and control over a significant portion of our executives’ compensation. Following the combined offering, a significant portion of our executives’ compensation will be comprised of (i) Subordinated Performance Fees distributed by CompCo and (ii) interests in PS Partner Group that may become redeemable, subject to certain conditions, for shares of our common stock held by PS Partner Group. For additional information, see “Executive Compensation—Compensation Arrangements To Be Adopted in Connection with the Combined Offering.”

The disproportionate voting rights of ManagementCo will have the effect of concentrating voting control with ManagementCo, will limit or preclude your ability to influence corporate matters, may discourage or delay acquisition attempts for us that you might consider favorable and may have a potential adverse effect on the price of our common stock.

Following the Reorganization Transactions, ManagementCo will hold our single outstanding Special Voting Share. The Special Voting Share will have no economic rights and will have 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 our 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. See “Description of Capital Stock—Preferred Stock—Special Voting Share.” Because the shares of our common stock over which ManagementCo will initially have voting power will provide it with in excess of a simple majority of the voting power of the outstanding shares of our common stock, the Special Voting Share initially provide only a single additional vote to ManagementCo. However, should the shares of our common stock over which ManagementCo has voting power decrease in the future below a simple majority of the voting power, the additional voting power provided to ManagementCo by the Special Voting Share would create a disparity between ManagementCo’s voting power and its economic interest in us, which disparity could be significant. ManagementCo will be able to control all matters submitted to our stockholders for majority approval, even if ManagementCo has voting power over less than 50% of the voting power of shares of our common stock. See “Description of Capital Stock—Anti-Takeover Effects of Our Articles of Incorporation and Bylaws and Certain Provisions of Nevada Law—Voting Rights of ManagementCo.”

Our common stockholders’ voting rights are further restricted by the provision in our articles of incorporation stating that if any person (other than ManagementCo or any person of which ManagementCo, or a wholly owned subsidiary of ManagementCo, serves as general partner or managing member or holds a majority by voting power of the interests entitled to vote generally in the election of the board of directors, managers or equivalent governing body of such person) directly or indirectly controls shares of our common stock representing more than 24.9% of the aggregate total votes to which the outstanding shares of common stock and the Special Voting Share would otherwise entitle their holders, then the shares of common stock in excess of such percentage directly or indirectly controlled by such person will not be entitled to vote on any matter and will not be considered to be outstanding when sending notices of a meeting of stockholders to vote on any matter (unless otherwise required by law), calculating required votes, determining the presence of a quorum or for other similar purposes under our articles of incorporation. See “Description of Capital Stock—Common Stock” and “Description of Capital Stock—Anti-Takeover Effects of Our Articles of Incorporation and Bylaws and Certain Provisions of Nevada Law—Loss of Voting Rights.”

This concentration of control with ManagementCo and restriction on the voting rights of other holders of our common stock will limit or preclude the ability of other holders of our common stock to influence corporate matters for the foreseeable future, which, in turn increases the risk of divergent views over strategy or business combination and an increased risk of conflict or litigation caused by such divergent views. This concentrated control also could discourage, delay or prevent a transaction involving a change in control of our company, including actions that our stockholders may deem advantageous, or negatively affect the trading price of our common stock. In addition, this concentrated control could discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and to cause us to take other corporate actions you desire. For further discussion of these and other such anti-takeover provisions, see “Description of Capital Stock—Anti-Takeover Effects of Our Articles of Incorporation and Bylaws and Certain Provisions of Nevada Law.”

Our share structure involving a Special Voting Share differs from a more typical multi-class capital structure.

Our share structure involving a Special Voting Share differs from a more typical multi-class capital structure. In a typical multi-class capital structure, the shares of a certain class may give its holder additional voting power that is in direct proportion to the number of shares held by such holder. Consequently, the

TABLE OF CONTENTS

disposition by such holder of a number of such shares would result in a proportionate decrease in such holder’s voting power. In contrast, the Special Voting Share will provide ManagementCo with 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 our 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. Because the shares of our common stock over which ManagementCo will initially have voting power will provide it with in excess of a simple majority of the voting power of the outstanding shares of our common stock, the Special Voting Share will initially provide only a single additional vote to ManagementCo. However, should the shares of our common stock over which ManagementCo has voting power decrease in the future below a simple majority of the voting power, the additional voting power provided to ManagementCo by the Special Voting Share would create a disparity between ManagementCo’s voting power and its economic interest in us, which disparity could be significant. ManagementCo will be able to control all matters submitted to our stockholders for majority approval, even if ManagementCo has voting power over less than 50% of the voting power of shares of our common stock. Accordingly, you should have no expectation of having the ability to influence the outcome of any matters that are subject to stockholder approval.

We cannot predict the impact our share structure may have on the trading price of our common stock.

We cannot predict whether our share structure will result in a lower or more volatile market price of our common stock, in adverse publicity or other adverse consequences. Certain index providers have in the past announced restrictions on including companies with multiple class share structures in certain of their indices. Given the sustained flow of investment funds into passive strategies that seek to track certain indices, exclusion from stock indices would likely preclude investment by many of these funds and could make our common stock less attractive to other investors. As a result, the market price of our common stock could be materially adversely affected.

The market price of shares of our common stock may be volatile, which could cause the value of your investment to decline.

Even if a trading market develops, the market price of our common stock may be highly volatile and could be subject to wide fluctuations. Securities markets worldwide experience significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions, could reduce the market price of shares of our common stock regardless of our operating performance. In addition, our operating results could be below the expectations of public market analysts and investors due to a number of potential factors, including variations in our quarterly operating results or dividends, if any, to stockholders, additions or departures of key personnel, failure to meet analysts’ earnings estimates, publication of research reports about our industry, litigation and government investigations, changes or proposed changes in laws or regulations or differing interpretations or enforcement thereof affecting our business, adverse market reaction to any indebtedness we may incur or securities we may issue in the future, changes in market valuations of similar companies or speculation in the press or investment community, announcements by our competitors, adverse publicity about the industries we participate in or individual scandals, and in response the market price of shares of our common stock could decrease significantly.

In the past few years, stock markets have experienced extreme price and volume fluctuations. In the past, following periods of volatility in the overall market and the market price of a company’s securities, securities class action litigation has often been instituted against these companies. Such litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources.

We will be a “controlled company” within the meaning of the corporate governance standards of the NYSE and, as a result, will qualify for exemptions from certain corporate governance requirements. If we rely on such exemptions in the future, you will not have the same protections afforded to stockholders of companies that are subject to such requirements.

After the completion of the combined transaction, ManagementCo will continue to control a majority of the combined voting power of our capital stock entitled to vote generally in the election of directors. As a result, we will be a “controlled company” within the meaning of the corporate governance standards of the NYSE. Under these corporate governance standards, a company of which more than 50% of the voting power in the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements. For example, controlled companies:

TABLE OF CONTENTS

•	are not required to have a board that is composed of a majority of “independent directors,” as defined under the rules of such exchange;

•	are not required to have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

•	are not required to have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

Although we do not intend to rely on the exemptions from these corporate governance requirements, if we do rely on such exemptions in the future, you will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the NYSE.

Regardless of whether we rely on such exemptions in the future, ManagementCo will also have oversight and control over a significant portion of our executives’ compensation. Following the combined offering, a significant portion of our executives’ compensation will be comprised of (i) Subordinated Performance Fees distributed by CompCo and (ii) interests in PS Partner Group that may become redeemable, subject to certain conditions, for shares of our common stock held by PS Partner Group. Both CompCo and PS Partner Group will be controlled by ManagementCo, not our board of directors. For additional information, see “Executive Compensation—Compensation Arrangements To Be Adopted in Connection with the Combined Offering.”

We are an “emerging growth company,” and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an “emerging growth company” as defined in the JOBS Act. We will remain an “emerging growth company” until the earliest to occur of:

•	the last day of the fiscal year during which our total annual revenue equals or exceeds $1.235 billion (subject to adjustment for inflation);

•	the last day of the fiscal year following the fifth anniversary of the combined offering;

•	the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt; or

•	the date on which we are deemed to be a “large accelerated filer” under the Exchange Act.

We may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including but not limited to, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

In addition, the JOBS Act permits an emerging growth company like us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We have elected to use this extended transition period until we are no longer an emerging growth company or until we affirmatively and irrevocably opt out of the extended transition period. Accordingly, this election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies. When a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, will adopt the new or revised standard at the time private companies adopt the new or revised standard, unless early adoption is permitted by the standard. As a result, our consolidated financial statements may not be comparable to the financial statements of companies that comply with new or revised accounting pronouncements as of public company effective dates.

Investors may find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our per share trading price may be materially adversely affected and more volatile.

TABLE OF CONTENTS

We will incur increased costs and become subject to additional regulations and requirements as a result of becoming a public company, which could lower our profits, make it more difficult to run our business or divert management’s attention from our business.

As a public company, we will be required to commit significant resources and management time and attention to the requirements of being a public company, which will cause us to incur significant legal, accounting and other expenses that we have not incurred as a private company, including costs associated with public company reporting requirements. We also will incur costs associated with the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and related rules implemented by the SEC and the NYSE, and compliance with these requirements will place significant demands on our legal, accounting and finance staff and on our accounting, financial and information systems. In addition, we might not be successful in implementing these requirements. The expenses incurred by public companies generally for reporting (including the aforementioned increasingly prominent reporting requirements related to greenhouse gas emissions activity and climate-related financial risks) and corporate governance purposes have been increasing.

We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly, although we are currently unable to estimate these costs with any degree of certainty. These laws and regulations also could make it more difficult or costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as our executive officers. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our common stock, fines, sanctions and other regulatory action and potentially civil litigation.

Failure to comply with requirements to design, implement and maintain effective internal controls could have a material adverse effect on our business and stock price.

As a privately held company, we were not required to evaluate our internal control over financial reporting in a manner that meets the standards of publicly traded companies required by Section 404(a) of the Sarbanes-Oxley Act, or Section 404. As a public company, we will have significant requirements for enhanced financial reporting and internal controls. We are an emerging growth company, and thus we are exempt from the auditor attestation requirement of Section 404(b) of the Sarbanes-Oxley Act until such time as we no longer qualify as an emerging growth company. See also “—We are an “emerging growth company,” and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our common stock less attractive to investors.” Regardless of whether we continue to qualify as an emerging growth company, we will still need to implement substantial internal control systems and procedures in order to satisfy the reporting requirements under the Exchange Act and applicable requirements.

The process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company. If we are unable to establish or maintain appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations on a timely basis, result in material misstatements in our consolidated financial statements and harm our results of operations. In addition, we will be required, pursuant to Section 404, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting in the second annual report following the completion of this offering. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. The rules governing the standards that must be met for our management to assess our internal control over financial reporting are complex and require significant documentation, testing and possible remediation. Testing and maintaining internal controls may divert our management’s attention from other matters that are important to our business. Once we are no longer an “emerging growth company,” our auditors will be required to issue an attestation report on the effectiveness of our internal controls on an annual basis.

In connection with the implementation of the necessary procedures and practices related to internal control over financial reporting, we may identify deficiencies that we may not be able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements of Section 404. In addition, we may encounter problems or delays in completing the remediation of any deficiencies identified by our

TABLE OF CONTENTS

independent registered public accounting firm in connection with the issuance of their attestation report. Our testing, or the subsequent testing (if required) by our independent registered public accounting firm, may reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses. Any material weaknesses could result in a material misstatement of our annual or quarterly consolidated financial statements or disclosures that may not be prevented or detected, which may in turn result in sanctions or investigations by the NYSE, the SEC or other regulatory authorities. Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets.

If securities or industry analysts do not publish research or reports about our business, or if they downgrade their recommendations regarding our common stock, our stock price and trading volume could decline.

The trading market for our common stock will be influenced by the research and reports that industry or securities analysts publish about us or our business. If any of the analysts who cover us downgrade our common stock or publish inaccurate or unfavorable research about our business, our common stock price may decline. If analysts cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our common stock price or trading volume to decline and our common stock to be less liquid.

We may not have sufficient funds to pay dividends or other distributions on our common stock.

Although we intend to pay dividends on our common stock to the extent that we have sufficient funds legally available for such purpose, the declaration, amount and payment of any future dividends or other distributions on shares of common stock will be at the sole discretion of our board of directors in accordance with applicable law and we may reduce or discontinue entirely the payment of such dividends or other distributions at any time. Our board of directors may take into account, among other things, our results of operations, cash requirements, financial condition, contractual restrictions and other factors that our board of directors may deem relevant. Because we are a holding company and have no direct operations, we will only be able to pay dividends or other distributions from funds we receive from our subsidiaries. In addition, our ability to pay dividends or other distributions may be limited by the agreements governing any indebtedness we or our subsidiaries may incur in the future. Therefore, we cannot assure you that you will receive any dividends or other distributions on your common stock. See “Dividend Policy.”

You may be diluted by the future issuance of additional common stock in connection with our incentive plans, acquisitions or otherwise.

After the combined transaction, we will have 600,000,000 shares of common stock authorized but unissued. Our articles of incorporation will authorize us to issue these shares of common stock and options, rights, warrants and appreciation rights relating to common stock for the consideration and on the terms and conditions established by our board of directors in its sole discretion, whether in connection with acquisitions or otherwise. Additionally, we have reserved an aggregate of 20,000,000 shares of common stock for issuance under our Equity Incentive Plan, which will be in effect for a period of 10 years from the date of its adoption (unless earlier terminated by our board of directors pursuant to its terms). Any common stock that we issue, including under our Equity Incentive Plan or other equity incentive plans that we may adopt in the future, would dilute the percentage ownership held by the initial investors in the PSUS IPO who receive shares of our common stock in the combined offering.

We may issue additional series of preferred stock whose terms could materially adversely affect the voting power or value of our common stock.

Upon the completion of the combined offering, ManagementCo will hold the Special Voting Share, a series of preferred stock, that 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 our 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. See “Description of Capital Stock—Preferred Stock—Special Voting Share.”

Our articles of incorporation will authorize us to issue, without the approval of our stockholders, one or more additional classes or series of preferred stock having such voting powers, designations, preferences, limitations, restrictions and relative rights, including preferences over our common stock respecting dividends

TABLE OF CONTENTS

and distributions, as our board of directors may determine. See “Description of Capital Stock—Preferred Stock—Additional Series of Preferred Stock.” The terms of one or more classes or series of preferred stock could adversely impact the voting power or value of our common stock. For example, we might grant holders of preferred stock the right to elect some number of our directors in all events or on the happening of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences we might assign to holders of preferred stock could affect the residual value of the common stock.

Substantial sales of our common stock following the combined transaction could cause the market price of our common stock to decline.

The sale of substantial amounts of shares of our common stock in the public or private markets, or the perception that such sales could occur, could harm the prevailing market price of shares of our common stock. These sales, or the possibility that these sales may occur, also might make it more difficult for you to sell shares of our common stock in the future at a time and at a price that you deem appropriate. Upon completion of the combined transaction, we will have a total of 400,000,000 shares of our common stock outstanding. See “Summary—Reorganization Transactions” for more information.

All of the shares of our common stock delivered to the initial investors in the PSUS IPO in the combined offering will be freely tradable, without restriction or further registration under the Securities Act, by persons other than our “affiliates,” as that term is defined under Rule 144 of the Securities Act (“Rule 144”). See “Shares Eligible for Future Sale.” The initial investors in the PSUS IPO that receive shares of our common stock in the combined offering generally may sell those shares immediately in the public market. Although we have no actual knowledge of any plan or intention of any significant initial investor in the PSUS IPO to sell our common stock following the offering, it is likely that some of the initial investors in the PSUS IPO, possibly including significant investors, will sell their shares of our common stock. The sales of significant amounts of our common stock or the perception in the market that this will occur may decrease the market price of our common stock.

The shares of our common stock to be delivered to the private placement investors in the combined private placement will be “restricted securities,” as defined in Rule 144 and may not be sold absent registration under the Securities Act or compliance with Rule 144 or in reliance on another exemption from registration.

The shares of our common stock held by our pre-IPO owners and management, including our Founder, after the combined offering will also be subject to certain restrictions on resale. We, PS Partner Group, and our officers and directors will sign lock-up agreements with the underwriters that will, subject to certain customary exceptions, restrict the sale of the shares of our common stock held by them for a period ending 180 days after the date of this prospectus. The representatives of the underwriters may, in their sole discretion, release all or any portion of the shares of common stock subject to such lock-up agreements at any time. See “Underwriting.” In addition, in connection with the Strategic Investment, our pre-IPO owners, including our Founder and certain other senior professionals as well as the Strategic Investors, agreed not to sell interests in us held by them until the first anniversary of the combined offering. Our articles of incorporation will memorialize this one-year transfer restriction for shares of our common stock held by our pre-IPO owners. See “Description of Capital Stock—Common Stock” for additional information. Possible sales of these shares in the market following the waiver or expiration of such lock-up agreements and transfer restrictions could exert downward pressure on our stock price.

Upon the expiration of the applicable lock-up agreements and transfer restrictions described above, all of such shares will be eligible for resale in the public market subject, in the case of shares held by our affiliates, to the volume, manner of sale and other limitations under Rule 144. We expect that our Founder will continue to be considered an affiliate following the expiration of the one-year transfer restriction based on his expected share ownership. Certain of our other stockholders may also be considered affiliates at the time of expiration of the applicable lock-up agreement or transfer restriction. However, as a result of the registration rights agreements with ManagementCo and our pre-IPO owners, certain shares of our common stock may be eligible for future sale without complying with the conditions of Rule 144. See “Shares Eligible for Future Sale—Lock-Up Agreements, Transfer Restrictions and Registration Rights” and “Certain Relationships and Related Person Transactions—Registration Rights Agreements.”

We intend to file one or more registration statements on Form S-8 under the Securities Act to register shares of our common stock or securities convertible into or exchangeable for shares of our common stock issued

TABLE OF CONTENTS

pursuant to our Equity Incentive Plan. Any such Form S-8 registration statements will automatically become effective upon filing. Accordingly, shares registered under such registration statements will be available for sale in the open market. If equity securities are granted under the Equity Incentive Plan and it is perceived they will be sold in the public market, then the price of our common stock could decline.

In the future, we may also issue our securities in connection with investments or acquisitions. The number of shares of our common stock issued in connection with an investment or acquisition could constitute a material portion of our then outstanding shares of common stock. As restrictions on resale end, the market price of our shares of common stock could drop significantly if the holders of these restricted shares sell them or are perceived by the market as intending to sell them. These factors could also make it more difficult for us to raise additional funds through future offerings of our common stock or other securities or to use our common stock as consideration for acquisitions of other businesses, investments or other corporate purposes.

You may have additional difficulty determining liability and monetary damages for claims brought under the liability provisions of the Securities Act in connection with the combined offering.

The Securities Act contains several provisions providing for private rights of action for investors who suffer losses due to material misstatements or omissions in connection with the offer and sale of securities. You may have additional difficulty determining liability and damages for claims brought under these provisions in connection with the combined offering. Even though this offering and the PSUS IPO are component parts of a single offering, it is uncertain how a court would assess liability and calculate any damages to which you may be entitled from us in a successful claim, given that investors in the combined offering will pay no additional or separate consideration for our shares of common stock.

Our articles of incorporation will designate the Eighth Judicial District Court of the State of Nevada or the federal district courts of the United States of America, as applicable, as the sole and exclusive forum, and waive trial by jury, for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with the Company or the Company’s directors, officers or other employees.

Our articles of incorporation will provide that, unless we consent to the selection of an alternative forum, the Eighth Judicial District Court of the State of Nevada will, to the fullest extent permitted by law, be the sole and exclusive forum for: (i) any derivative action or proceeding brought on our behalf; (ii) any action asserting a breach of fiduciary duty owed by any current or former director, officer, stockholder or employee of the Company to the Company or our stockholders; (iii) any internal action (as defined in NRS 78.046), including any action arising under Nevada Revised Statutes (“NRS”) Chapter 78, our articles of incorporation, our bylaws, any agreement entered into pursuant to NRS 78.365 or as to which the NRS confers jurisdiction on the District Court of the State of Nevada; or (iv) any action asserting a claim against us that is governed by the internal affairs doctrine.

Our articles of incorporation further will provide that, unless we consent in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the federal securities laws of the United States, including, in each case, the applicable rules and regulations promulgated thereunder.

Our articles of incorporation further will provide that, to the fullest extent not inconsistent with any applicable U.S. federal laws, any and all “internal actions” (as defined in NRS 78.046) must be tried in a court of competent jurisdiction (subject to the exclusive forum provisions in our articles of incorporation) before the presiding judge as the trier of fact and not before a jury. Pursuant to NRS 78.046 (as amended effective May 30, 2025, pursuant to Assembly Bill No. 239), such requirement will conclusively operate as a waiver of the right to trial by jury by each party to any such internal action.

Any person or entity purchasing or otherwise acquiring any interest in any shares of our capital stock shall be deemed to have notice of and to have consented to the forum and jury waiver provisions in our articles of incorporation. These choice-of-forum and jury waiver provisions may limit a stockholder’s ability to bring a claim in a different judicial forum, even if such stockholder may believe such different forum or trial by jury to be favorable or convenient for a specified class of disputes with the Company or the Company’s directors, officers, other stockholders or employees, which may discourage such lawsuits. Alternatively, if a court were to find these provisions of our articles of incorporation inapplicable or unenforceable with respect to one or more of the specified types of actions or

TABLE OF CONTENTS

proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions or before a jury, which could materially adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors.

TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that reflect our current views with respect to, among other things, our operations and financial performance. Forward-looking statements include all statements that are not historical facts. In some cases, you can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “trends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors include but are not limited to those described under “Risk Factors.” These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this prospectus. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.

MARKET AND INDUSTRY DATA

This prospectus includes market and industry data and forecasts that we have derived from independent consultant reports, publicly available information, various industry publications, other published industry sources and our internal data and estimates. Independent consultant reports, industry publications and other published industry sources generally indicate that the information contained therein was obtained from sources believed to be reliable.

Although we believe that these third-party sources are reliable, we do not guarantee the accuracy or completeness of this information, and neither we nor the underwriters have independently verified this information. Some market data and statistical information are also based on our good faith estimates, which are derived from management’s knowledge of our industry and such independent sources referred to above. Certain market, ranking and industry data included elsewhere in this prospectus, including the size of certain markets and our size or position and the positions of our competitors within these markets, including our services relative to our competitors, are based on estimates of our management. These estimates have been derived from our management’s knowledge and experience in the markets in which we operate, as well as information obtained from surveys, reports by market research firms, our investors, business organizations and other contacts in the markets in which we operate and have not been verified by independent sources. Unless otherwise noted, all of our market share and market position information presented in this prospectus is an approximation.

Our internal data and estimates are based upon information obtained from business organizations and other contacts in the markets in which we operate and our management’s understanding of industry conditions. While we are not aware of any misstatements regarding any market, industry or similar data presented herein, such data involves risks and uncertainties and is subject to change based on various factors, including those described in “Risk Factors.” These and other factors could cause our future performance to differ materially from our assumptions and estimates. See “Forward-Looking Statements.”

TRADEMARKS, SERVICE MARKS AND TRADE NAMES

We own or have the right to use the trademarks, service marks and trade names used in connection with our business. All trademarks, service marks and trade names referred to in this prospectus are the property of their respective owners. Solely for convenience, the trademarks, service marks and trade names referred to in this prospectus are without the ® and ™ or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights to these trademarks, service marks and trade names. We do not intend our use or display of other companies’ trade names, trademarks, or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

TABLE OF CONTENTS

USE OF PROCEEDS

The combined offering will not result in any proceeds to Pershing Square Inc. We are issuing shares of our common stock to the initial investors in the PSUS IPO for no additional consideration and, for the avoidance of doubt, 100% of the net proceeds of the PSUS IPO will be received by PSUS. See the accompanying PSUS Prospectus for more information on the use of the net proceeds from the PSUS IPO by PSUS. Similarly, the combined private placement will not result in any proceeds to Pershing Square Inc. We will issue shares of our common stock to the private placement investors in the PSUS Private Placement for no additional consideration and, for the avoidance of doubt, 100% of the net proceeds of the PSUS Private Placement will be received by PSUS.

TABLE OF CONTENTS

DIVIDEND POLICY

The declaration, amount and payment of any dividends or other distributions in the future will be made at the sole discretion of our board of directors in accordance with applicable law and we may reduce or discontinue entirely the payment of such dividends or other distributions at any time. Our board of directors may take into account, among other things, our results of operations, cash requirements, financial condition, contractual restrictions and other factors that our board of directors may deem relevant. Because we are a holding company and have no direct operations, we will only be able to pay dividends or other distributions from funds we receive from our subsidiaries. In addition, our ability to pay dividends or other distributions may be limited by the agreements governing any indebtedness we or our subsidiaries may incur in the future.

TABLE OF CONTENTS

CAPITALIZATION

The following table sets forth our consolidated cash and cash equivalents and capitalization as of December 31, 2025:

•	on a historical basis; and

•	on a pro forma basis, giving effect to the combined transaction and the other transactions described in “Summary—Reorganization Transactions” and “Unaudited Pro Forma Consolidated Financial Information.”

The information below is illustrative only and our capitalization following the combined transaction will be adjusted based on the actual number of PSUS Shares purchased in the PSUS IPO (including any PSUS Shares acquired by the underwriters in connection with the exercise of their option to purchase additional PSUS Shares as described in the accompanying PSUS Prospectus). Cash and cash equivalents are not components of our total capitalization. You should read this table together with the other information contained in this prospectus, including “Summary—Reorganization Transactions,” “Unaudited Pro Forma Consolidated Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical financial statements and related notes thereto included elsewhere in this prospectus.


	December 31, 2025
		Unaudited Pershing Square Inc. Pro Forma
	Pershing Square Holdco, L.P. Actual	Scenario 1 – $5 billion PSUS IPO and PSUS Private Placement	Scenario 2 – $10 billion PSUS IPO and PSUS Private Placement
(in thousands, except per share amounts)
Cash and cash equivalents	$55,398	$16,701	$16,701
Partners’ capital controlling interests	1,016,418	—	—
Common stock, par value $0.001 per share; no shares authorized and no shares issued and outstanding on an actual basis; 1,000,000,000 shares authorized and 400,000,000 shares issued and outstanding on a pro forma basis	—	400	400
Special Voting Share, par value $0.001 per share; no shares authorized and no shares issued and outstanding on an actual basis; and one share authorized and one share issued and outstanding on a pro forma basis	—	—	—
Non-controlling interests⁽¹⁾	62,695	62,695	62,695
Retained earnings (accumulated deficit)	—	(135,118)	(152,694)
Additional paid-in capital	—	1,069,705	1,087,281
Total partners’ capital	1,079,113	997,682	997,682
Total capitalization	$1,701,202	$1,793,449	$1,793,449

(1)	Amount relates to consolidated VIEs for which we do not have any direct equity interests.

TABLE OF CONTENTS

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

The following unaudited pro forma condensed consolidated financial information gives pro forma effect to the Howard Hughes Transaction, the transactions described in “Summary—Reorganization Transactions—Corporate Conversion” and, except as described in the following sentence, the consummation of the combined transaction (collectively, the “Transactions”) as though they had occurred as of the dates specified in accordance with Article 11 of the SEC’s Regulation S-X, as amended. The following unaudited pro forma condensed consolidated financial information does not reflect adjustments related to the issuance of shares of our common stock to the initial investors in the PSUS IPO and to the private placement investors in the PSUS Private Placement, in each case, for no additional consideration; such adjustments will be reflected in a subsequent pre-effective amendment to the registration statement of which this prospectus forms a part.

The unaudited pro forma condensed consolidated financial information has been derived from the historical consolidated financial statements included elsewhere in this prospectus. The pro forma adjustments to the unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2025 assume that the Transactions occurred on January 1, 2025. The pro forma adjustments to the unaudited pro forma condensed consolidated statement of financial condition as of December 31, 2025 assume that the Transactions, except for the Howard Hughes Transaction, occurred on December 31, 2025. No adjustments related to the Howard Hughes Transaction have been applied to the unaudited pro forma condensed consolidated statement of financial condition as of December 31, 2025, as the impact is already reflected in the historical consolidated statement of financial condition as of December 31, 2025.

The unaudited pro forma condensed consolidated financial information is based upon available information and assumptions that we believe are reasonable and supportable. The unaudited pro forma condensed consolidated financial information is for illustrative and informational purposes only and is not necessarily indicative of the results of operations or financial position of the Company that would have occurred if the Transactions had been completed as of the dates set forth above, nor is it indicative of the future consolidated results of operations or financial condition of the Company. Further, pro forma adjustments represent management’s best estimates based on information available as of the date of this prospectus and are subject to change as additional information becomes available.

Transaction accounting adjustments include the following:

•	The effect of the Howard Hughes Transaction;

•	The effect of the “Offering Transactions” including:

○	The effect of our anticipated capital structure following the combined transaction and related transactions, including the conversion of Pershing Square Holdco, L.P. into a Nevada corporation pursuant to a statutory conversion;

○

The effect of replacing, in part, the LTIP with certain interests of PS Partner Group that may become redeemable, subject to certain conditions, for shares of our common stock held by PS Partner Group (see “Executive Compensation—Compensation Arrangements To Be Adopted in Connection with the Combined Offering—Redeemable Interests in PS Partner Group” for additional information);

○	The one-time expenses associated with this offering and the PS Private Placement and related transactions; and

○	The effect of the consummation of the PSUS IPO and PSUS Private Placement, as described in further detail below.

We have not made any pro forma adjustments relating to any incremental reporting, compliance, or investor relations costs that we may incur as a public company, as estimates of such expenses are not determinable.

The unaudited pro forma condensed consolidated financial information should be read together with “Summary—Reorganization Transactions—Corporate Conversion,” “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Certain Relationships and Related Person Transactions” and the historical consolidated financial statements and related notes thereto included elsewhere in this prospectus.

The capital raised through the combined transaction is not readily determinable until the date of pricing of the PSUS IPO, which impacts the accounting for certain transaction accounting adjustments presented in the

TABLE OF CONTENTS

unaudited pro forma condensed consolidated financial information. Therefore, we have contemplated the effects of the combined transaction under two scenarios, which are presented separately within the unaudited pro forma condensed consolidated financial information. The two scenarios are as follows:

•

Scenario 1 – PSUS raises $5 billion of capital through the PSUS IPO and PSUS Private Placement, consisting of $2.2 billion raised in the PSUS IPO and $2.8 billion raised in the PSUS Private Placement (which includes the $100 million common shares investment we have agreed to make in the PSUS Private Placement as part of the Anchor Investment, as described in “Business—The Funds and HHH—Pershing Square USA, Ltd.”);

•

Scenario 2 – PSUS raises an additional $5 billion through the PSUS IPO and PSUS Private Placement, for an aggregate capital raise of $10 billion, consisting of $7.2 billion raised in the PSUS IPO and $2.8 billion raised in the PSUS Private Placement (which includes the $100 million common shares investment we have agreed to make in the PSUS Private Placement as part of the Anchor Investment).

In both Scenario 1 and Scenario 2, as part of the Anchor Investment, we also intend to invest $50 million in a private placement of preferred shares to be issued by PSUS in connection with and upon completion of the PSUS IPO. See “Business—The Funds and HHH—Pershing Square USA, Ltd.” for more information on the Anchor Investment.

The Scenario 2 Offering Transactions adjustment column within the unaudited pro forma condensed consolidated statement of operations and unaudited pro forma condensed consolidated statement of financial condition table presents the incremental adjustments to illustrate the effects of the incremental capital raise described above.

Howard Hughes Transaction

On May 5, 2025, we completed the Howard Hughes Transaction. Upon completion of the transaction, we along with our existing funds owned 46.9% of outstanding shares of HHH common stock, although we have agreed generally to limit our voting power to 40.0% and our beneficial ownership to 47.0% (of which 15.2% is held by the Company and 31.7% is held by our core funds). Under the terms of the HHH Services Agreement, we provide investment advisory and other services to HHH and earn (i) a quarterly base fee of $3,750,000 ($15,000,000 on an annual basis) (the “HHH Base Management Fee”), subject to annual adjustment for inflation based on the Core PCE Price Index, and (ii) a quarterly variable fee equal to 0.375% of the excess value of the quarter-end stock price of shares of HHH common stock over an initial reference share price of $66.1453, subject to annual adjustment for inflation based on the Core PCE Price Index, multiplied by a reference share count of 59,393,938 shares, in each case, subject to adjustment for stock splits, reclassifications or similar capital changes (the “HHH Variable Management Fee” and together with the HHH Base Management Fee, the “HHH Fees”). See “Business—Advisory Fees and Compensation—HHH Fees” for more information. Because the HHH Variable Management Fee, if any, will be based on the future equity market capitalization of HHH, the impact of the HHH Variable Management Fee has been excluded from the unaudited pro forma condensed consolidated financial information presented herein, except for HHH Variable Management Fees earned subsequent to May 5, 2025, which are reflected in our historical audited consolidated statement of operations for the year ended December 31, 2025.

We have elected to account for the investment in HHH using the fair value option, in accordance with ASC 825-10, Financial Instruments. As a part of the election, we will recognize any changes in the fair value of the investment in HHH which was acquired as a result of the HHH Transaction each reporting period. The impact of any future changes in the fair value of the investment in HHH has been excluded from the unaudited pro forma condensed consolidated financial information presented herein.

PSUS Private Placement

TABLE OF CONTENTS

common stock for every 100 PSUS Shares purchased in the PSUS Private Placement, for an aggregate of 16.7 million shares of our common stock, in a private placement transaction exempt from registration under the Securities Act (the “PS Private Placement” and together with the PSUS Private Placement, the “combined private placement”). We refer to the combined private placement and the combined offering together as the “combined transaction.” The agreements with the private placement investors provide that the combined private placement will be settled concurrently with, and will be contingent upon, the closing of the combined offering and the satisfaction of other customary closing conditions.

TABLE OF CONTENTS

Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the Year Ended December 31, 2025


(in thousands)					Scenario 1 – $5 billion PSUS IPO and PSUS Private Placement			Scenario 2 – $10 billion PSUS IPO and PSUS Private Placement
	Historical	Howard Hughes Transaction		As Adjusted Before Offering Transactions	Offering Transactions Adjustments		Pershing Square Inc. Pro Forma		Offering Transactions Adjustments		Pershing Square Inc. Pro Forma
Revenue
Management fees	$230,420	$(1,549)	1(a)	$228,995	$100,000	1(g)	$328,995		$100,000	1(g)	$428,995
		5,151	1(b)	—	—		—		—		—
		(5,027)	1(o)	—	—		—		—		—
Performance fees⁽¹⁾	532,088	—		532,088	(20,000)	1(i)	512,088		(20,000)	1(i)	492,088
Total revenue	762,508	(1,425)		761,083	80,000		841,083		80,000		921,083
Expenses
Profit-sharing partner compensation⁽¹⁾	459,079	—		459,079	414,000	1(j)	932,630		55,200	1(j)	1,005,406
		—		—	(72,267)	1(k)	—		17,576	1(e)	—
		—		—	131,818	1(e)	—		—		—
Affiliates fee rebate	77,580	—		77,580	(77,580)	1(d)	—		—		—
General and administrative expense
General and administrative expense	42,074	—		42,074	3,300	1(l)	44,988		—		44,988
					(386)	1(r)
Employee compensation and benefits	20,228	—		20,228	—		20,228		—		20,228
Depreciation and amortization expense	2,301	—		2,301	—		2,301		—		2,301
Total expenses	601,262	—		601,262	398,885		1,000,147		72,776		1,072,923
Operating income (loss)	161,246	(1,425)		159,821	(318,885)		(159,064)		7,224		(151,840)
Unrealized gain (loss) on HHH shares held at fair value	110,700			110,700	—		110,700		—		110,700
Interest income	16,910	(12,480)	1(n)	4,430	(99)	1(r)	4,331		—		4,331
Unrealized gain (loss) on investment in Pershing Square, L.P. held at fair value⁽¹⁾	12,224	—		12,224	—		12,224		—		12,224
Other income	5,241	—		5,241	—		5,241		—		5,241
Interest expense	(2,302)	—		(2,302)	2,302	1(p)	(8,380)		—		(8,380)
Interest expense					(8,380)	1(q)	—		—		—
Total non-operating income (expenses)	142,773	(12,480)		130,293	(6,177)		124,116		—		124,116
Net income (loss) before taxes	304,019	(13,905)		290,114	(325,062)		(34,948)		7,224		(27,724)
Income tax expense (benefit)	22,309	(556)	1(c)	21,753	(56,061)	1(f)	(34,308)		(166)	1(f)	(34,474)
Net income (loss)	281,710	(13,349)		268,361	(269,001)		(640)		7,390		6,750
Less: Net (income) loss attributable to non-controlling interest⁽¹⁾	(31,933)	—		(31,933)	—		(31,933)		—		(31,933)
Net income (loss) attributable to Pershing Square Inc.	$249,777	$(13,349)		$236,428	(269,001)		$(32,573)		$7,390		$(25,183)

Basic and diluted weighted average shares outstanding	—						400,000,000	1(h)			400,000,000	1(h)
Basic and diluted earnings per share	—						(0.08)	1(h)			(0.06)	1(h)

(1)	Includes amounts attributable to consolidated VIEs for which Pershing Square Holdco, L.P. does not have any direct equity interests.

The accompanying notes form an integral part of these unaudited pro forma condensed consolidated financial statements.

TABLE OF CONTENTS

Unaudited Pro Forma Condensed Consolidated Statement of

Financial Condition

As of December 31, 2025


(in thousands)		Scenario 1 — $5 billion PSUS IPO and PSUS Private Placement			Scenario 2 — $10 billion PSUS IPO and PSUS Private Placement
	Historical	Offering Transactions Adjustments		Pershing Square Inc. Pro Forma	Offering Transactions Adjustment		Pershing Square Inc. Pro Forma
Assets:
Cash and cash equivalents	$55,398	$(3,300)	2(a)	$16,701	—		$16,701
		(134,100)	2(b)	—	—		—
		(34,800)	2(d)	—	—		—
		134,100	2(e)	—	—		—
		(597)	2(g)	—	—		—
Restricted cash	119	—		119	—		119
Performance fees receivable	497,330	—		497,330	—		497,330
Due from affiliates⁽¹⁾	15,614	(3)	2(g)	15,611	—		15,611
Prepaid expenses	1,345	—		1,345	—		1,345
Investment in Pershing Square, L.P., at fair value⁽¹⁾	79,288	—		79,288	—		79,288
Investment in PSUS, at fair value	—	134,100	2(b)	134,100	—		134,100
Investment in HHH, at fair value	717,930	—		717,930	—		717,930
Deferred HHH Services Agreement premium	283,158	—		283,158	—		283,158
Lease right-of-use assets	28,441	—		28,441	—		28,441
Fixed assets and leasehold improvements, net of accumulated depreciation	14,984	—		14,984	—		14,984
Deferred sublease incentive	4,129	—		4,129	—		4,129
Other assets	3,466	(3,153)	2(g)	313	—		313
Total assets	$1,701,202	$92,247		$1,793,449	—		$1,793,449
Liabilities:
Accrued compensation and benefits⁽¹⁾	$426,094	—		$426,094	—		$426,094
Performance fee distribution payable⁽¹⁾	54,839	—		54,839	—		54,839
Affiliate fee rebate payable	24,144	—		24,144	—		24,144
Deferred revenue	3,786	—		3,786	—		3,786
Distribution payable to partners	10,104	—		10,104	—		10,104
Accounts payable	8,620	(3,287)	2(g)	5,333	—		5,333
Taxes payable	17,029	32,973	2(i)	50,002	—		50,002
Operating lease liabilities	42,673	—		42,673	—		42,673
Loans payable	34,800	(34,800)	2(d)	134,100	—		134,100
Loans payable		134,100	2(e)	—	—		—
Deferred tax liability	—	44,692	2(i)	44,692	—		44,692
Total liabilities	622,089	173,678		795,767	—		795,767
Commitments and contingencies	—	—		—	—		—
Equity
Partners’ capital controlling interests	1,016,418	(1,015,952)	2(c)	—	—		—
Partners’ capital controlling interests		(466)	2(g)	—	—		—
Common stock	—	400	2(c)	400	—		400
Special Voting Share	—	—	2(c)	—	—		—
Non-controlling interest in consolidated variable interest entities⁽¹⁾	62,695	—		62,695	—		62,695
Retained earnings (accumulated deficit)	—	(3,300)	2(a)	(135,118)	(17,576)	2(h)	(152,694)
Retained earnings (accumulated deficit)		(131,818)	2(h)	—	—		—
Additional paid-in capital	—	1,015,552	2(c)	1,069,705	17,576	2(h)	1,087,281
		131,818	2(h)	—	—		—
		(77,665)	2(i)	—	—		—
Total equity	1,079,113	(81,431)		997,682	—		997,682
Total liabilities and equity	$1,701,202	$92,247		$1,793,449	$—		$1,793,449

(1)	Includes amounts attributable to consolidated VIEs for which Pershing Square Holdco, L.P. does not have any direct equity interests.

The accompanying notes form an integral part of these unaudited pro forma condensed consolidated financial statements.

TABLE OF CONTENTS

Notes to the Unaudited Pro Forma Condensed Consolidated Financial Information

The unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2025 and the unaudited pro forma condensed consolidated statement of financial condition as of December 31, 2025 include the following adjustments:

1.	Adjustments to the Unaudited Pro Forma Condensed Consolidated Statement of Operations

The adjustments to the unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2025 are as follows:

(a)	Management fees – Reflects the reduction of management fees paid to PSCM by the core funds in connection with the Howard Hughes Transaction as outlined within the section above titled “Howard Hughes Transaction.”

(b)	Management fees – Reflects the HHH Base Management Fee as outlined within the section above titled “Howard Hughes Transaction.”

(c)	Income tax expense – Reflects the tax effects of the transaction accounting adjustments related to the Howard Hughes Transaction.

(d)

Affiliates fee rebate – Reflects the adjustment to eliminate the affiliates fee rebate for PSH. We historically rebated management and performance fees attributable to shares of PSH held by our employees and their affiliates. Following the Holdco Reorganization, we ceased to provide these rebates, which were continued instead by PS Partner Group and CompCo. Following the combined offering, PS Partner Group and CompCo will no longer rebate the fees of employees invested in PSH.

(e)

Profit-sharing partner compensation – Certain senior professionals are eligible to receive an additional interest in the LTIP upon the occurrence of a “Terminal Value Event,” including, for this purpose, this offering. See “Executive Compensation—Narrative Disclosure to Summary Compensation Table—LTIP” and “Executive Compensation—Narrative Disclosure to Summary Compensation Table—Termination and Change of Control Provisions” for more information. The adjustment reflects the incremental compensation recognized for the additional interests which will be vested in the LTIP upon the consummation of the combined offering. The following table reflects the adjustment in the two scenarios as follows:

(f)

Income tax expense – Prior to the effectiveness of the registration statement of which this prospectus forms a part, as part of the Corporate Conversion, Pershing Square Holdco, L.P. will convert into a Nevada corporation by means of a statutory conversion and change its name to Pershing Square Inc. Reflects the pro forma tax impact, inclusive of the Offering Transactions adjustments, assuming Pershing Square Holdco, L.P. was subject to U.S. federal tax for the periods presented.

TABLE OF CONTENTS

(g)

Management fees – As described in “Business—The Funds and HHH—Pershing Square USA, Ltd.” and the accompanying PSUS Prospectus, pursuant to the investment management agreement between PSUS and PSCM, as investment manager, PSCM will be paid a quarterly management fee equal to 0.5% (2.0% on an annual basis) of the Net Asset Value of PSUS, payable in advance at the beginning of each quarter. Represents the adjustment to reflect the management fees PSCM would have earned from PSUS assuming PSUS had fee-paying capital for the period presented in an amount equal to an assumed aggregate offering size in the PSUS IPO and PSUS Private Placement as follows:

This offering is conditioned upon the consummation of the PSUS IPO, and the combined private placement is contingent upon the closing of the combined offering and the satisfaction of other customary closing conditions.

(h)	Earnings (loss) per share – Represents the pro forma basic and diluted earnings (loss) per share calculated after giving effect to the shares of our common stock delivered in the combined transaction.

(i)	Performance fees – As described in “Business—Advisory Fees and Compensation—PSH—

Performance Fee,” pursuant to the investment management agreement between PSH and PSCM, as investment manager, the performance fee PSCM is paid by PSH is reduced by the “potential reduction amount,” consisting of (a) 20% of any performance fees earned from non-PSH funds, including PSLP and PSINTL, and (b) 20% of any management fees earned from certain future non-PSH funds that do not have performance fees, which will include PSUS following the consummation of the PSUS IPO. Represents the adjustment to reflect the reduction in the performance fees PSCM would have received from PSH assuming an aggregate offering size in the PSUS IPO and PSUS Private Placement as follows:

(j)

Profit-sharing partner compensation – In connection with the combined offering, the LTIP will be amended and replaced in part by certain interests of PS Partner Group that may become redeemable, subject to certain conditions, for shares of our common stock held by PS Partner Group, in order to continue to align certain of our senior professionals with our long-term investment horizon. Represents the adjustment to reflect the amortization expense associated with the vesting of such interests of PS Partner Group held by profit-sharing partners over 10 years.

(k)

Profit-sharing partner compensation – Historically, we have accounted for our profit-sharing arrangement and the discretionary portion of our LTIP awards as compensation expense. Both of these awards were considered cash-based profit-sharing arrangements in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 710 Compensation-General. Following the combined offering, the profit-sharing arrangement and

TABLE OF CONTENTS

LTIP related to interests in PS Partner Group and Pershing Square and its consolidated subsidiaries (including PSCM) will cease. Amounts historically allocated to profit-sharing partners and LTIP participants will instead be distributed in the form of dividends to all holders of our common stock, including former profit-sharing partners and LTIP participants, in their capacity as equity holders. As a result, certain amounts paid to former profit-sharing partners and LTIP participants will no longer be accounted for as compensation expense in accordance with ASC 710. Certain amounts paid to CompCo will continue to be accounted for as profit-sharing partner compensation.

(l)	General and administrative expense – Reflects estimated transaction costs not reflected in the historical period.

(m)

Reserved

(n)	Interest income – The Howard Hughes Transaction was consummated using a portion of the proceeds received from the Strategic Investment. Reflects the adjustment to remove the interest income related to the proceeds used in the Howard Hughes Transaction.

(o)

Amortization of deferred HHH Services Agreement premium – Reflects the incremental amortization of the deferred asset which was recognized in connection with the Howard Hughes Transaction. We recognized a $292.8 million deferred asset for the premium paid above HHH’s publicly traded share price (the “HHH Premium”), which is deemed for accounting purposes to represent the amount paid to obtain the HHH Services Agreement, when we completed the Howard Hughes Transaction. The HHH Premium is amortized as contra-revenue in management fees on a straight-line basis over a period of 20 years beginning May 5, 2025.

(p)	Interest expense – Reflects the adjustment to the historical interest expense as we intend to repay our outstanding loan balance on or immediately prior to the completion of the combined offering.

(q)

Interest expense – Reflects the adjustment to recognize the incremental interest expense associated with the term loan facility to facilitate our investment in PSUS as noted in adjustment 2(e) below, which adjustment is not impacted by the amount of capital raised through the PSUS IPO and PSUS Private Placement. The increase in our interest expense ($8.1 million for the year ended December 31, 2025) is calculated based on an interest rate of 6.25%. An increase or decrease in the interest rate of 1/8% would result in an increase or decrease in estimated interest expense of $0.2 million for the year ended December 31, 2025.

(r)	General and administrative and interest income – Reflects the adjustment to deconsolidate PSUS, which will no longer be a consolidated subsidiary following the combined offering.

TABLE OF CONTENTS

2.	Adjustments to the Unaudited Pro Forma Condensed Consolidated Statement of Financial Condition

The adjustments to the unaudited pro forma condensed consolidated statement of financial condition as of December 31, 2025 are as follows:

(a)	Cash and cash equivalents – Reflects the adjustment related to estimated unpaid offering costs of $3.3 million from this offering with a corresponding decrease to retained earnings. We may incur additional costs through the completion of the combined offering which we expect to be settled in cash.

(b)	Cash and cash equivalents – Reflects the adjustment related to the Anchor Investment we have agreed to make in PSUS as described in “Business—The Funds and HHH—Pershing Square USA, Ltd.”

(c)

Partners’ capital and common stock – Reflects 400,000,000 shares of our common stock outstanding after giving effect to the Corporate Conversion as described in “Summary—Corporate Conversion.” As described elsewhere in this prospectus, the issuance of shares of our common stock to the initial investors in the PSUS IPO and to the private placement investors in the PSUS Private Placement will be accompanied by a contribution to us of an equal number of shares of our common stock by the pre-IPO management owners. Accordingly, the combined transaction will not result in any change in the total number of shares of our common stock outstanding

(d)	Loan payable – We intend to repay our outstanding loan balance on or immediately prior to the completion of the combined offering.

(e)

Loan payable – As noted in adjustment 2(b) above, we have agreed to make the Anchor Investment in PSUS. To facilitate this investment, we intend to finance the purchase of PSUS Shares using a term loan facility. The adjustment is not impacted by the amount of capital raised through the PSUS IPO and PSUS Private Placement.

(f)

Reserved

(g)	Deconsolidation of PSUS – Reflects the adjustment to deconsolidate PSUS, which will no longer be a consolidated subsidiary following the combined offering.

(h)

Additional paid-in capital – Certain senior professionals are eligible to receive an additional interest in the LTIP upon the occurrence of a “Terminal Value Event,” including, for this purpose, this offering. See “Executive Compensation—Narrative Disclosure to Summary Compensation Table—LTIP” and “Executive Compensation—Narrative Disclosure to Summary Compensation Table—Termination and Change of Control Provisions” for more information. The adjustment reflects the stock-based compensation expense which will be recognized upon the consummation of the combined offering. The following table reflects the adjustment in the two scenarios as follows:

(i)

Income tax expense – Prior to the effectiveness of the registration statement of which this prospectus forms a part, as part of the Corporate Conversion, Pershing Square Holdco, L.P. will convert into a Nevada corporation by means of a statutory conversion and change its name to Pershing Square Inc. Reflects the pro forma tax impact, inclusive of the Offering Transaction adjustments, assuming Pershing Square Holdco, L.P. was subject to U.S. federal tax for the periods presented.

TABLE OF CONTENTS

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the “Summary Historical and Pro Forma Consolidated Financial Information,” “Unaudited Pro Forma Consolidated Financial Information” and the financial statements and related notes thereto included elsewhere in this prospectus. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause actual results to differ materially from management’s expectations. Factors that could cause such differences are discussed in “Forward-Looking Statements” and “Risk Factors.”

Business Overview

We are a leading alternative asset manager with approximately $30.7 billion in total AUM and $20.7 billion in Fee-Paying AUM, of which 96% is permanent capital, as of December 31, 2025. We believe our business model is simple and highly scalable. We employ a disciplined, research-intensive approach to fundamental value investing to preserve and grow our permanent capital at high rates of return using a set of core investment principles and opportunistic asymmetric hedges. We complement our organic growth from time to time with innovations like the Howard Hughes Transaction and by selectively launching other investment funds and completing other corporate transactions that create permanent capital, in each case, that leverage our core competencies to create large ‘overnight’ (after the completion of a new offering or corporate transaction) increases in our capital base without the requirement for significant new investment in personnel, infrastructure, and operating costs. We believe that we have a distinctive business approach as compared to other alternative asset managers and are well positioned to continue to compound our permanent capital at high rates of return, while continuing to explore opportunities that leverage our core competencies.

We conduct our business and generate substantially all of our revenues primarily in the United States through one operating and reportable segment. Our single reportable segment reflects the allocation of our resources, operational decision-making and assessment of our financial performance by our chief operating decision maker using a consolidated, “one-firm approach,” with a single expense pool.

Trends Affecting Our Business

We benefit from AUM that principally consists of “permanent capital” defined as capital that is not subject to withdrawal or redemption at the option of the fund investor or stockholder. Our organic AUM growth relies primarily on compounding our permanent capital at high rates of return. As a result, unlike alternative asset managers who rely in large part on frequent fundraising to replace capital from traditional fixed-term drawdown funds and/or open-ended funds, our results are less sensitive to the market for raising investment capital, and we do not require the headcount and other costs required of a large fundraising operation enabling us to achieve greater operating leverage. Our permanent capital also enables us to invest with a long-term ownership horizon because we are not beholden to short-term investor capital flows.

We generate substantially all of our revenue from management fees and performance fees. We retain all of the management fees earned from our funds. With respect to performance fees, Pershing Square Inc. is entitled to the “Preferred Performance Fees,” which are the performance fees earned on the first five percentage points of fund returns, net of management fees, above the applicable high-water mark from certain core funds and subject to certain other offsettable fees.

Any realized performance fees in excess of the Preferred Performance Fees, which we refer to as the “Subordinated Performance Fees,” are paid to CompCo and used to compensate our investment professionals and certain other employees. To the extent realized performance fees are insufficient to pay us some or all of the Preferred Performance Fee, the unpaid portion accrues to subsequent crystallization periods until paid in full. We believe this arrangement results in recurring revenue that is less volatile and more predictable than conventional performance fee arrangements, with the result that effectively all of our earnings are stable, recurring fee-related earnings. See “—Key Components of Our Results of Operations—Income—Performance Fees—Allocation of Performance Fee Revenue” for an illustration of our Preferred Performance Fee arrangement for the allocation of performance fee revenue, as well as the relevant high-water marks, over the six-year period ending December 31, 2025.

TABLE OF CONTENTS

Because the management fees we earn are a function of the Fee-Paying AUM of our funds and the market capitalization of HHH, and the Preferred Performance Fees we receive depend on appreciation in Net Asset Value above a fund’s high-water mark, our results are correlated with the performance of our funds and HHH. Our results and the performance of our funds and HHH, in turn, may be influenced by the following factors:

•

Macroeconomic Factors. Changes in commodity and retail price inflation, the interest rate environment, consumer demand levels, and other market, economic and geopolitical conditions in the United States and, to an extent, the rest of the world can materially affect the value of the investments held by our funds and HHH. We believe our disciplined investment philosophy, which focuses on seeking investments that are not materially negatively affected by extrinsic factors that we cannot control (i.e., factors that are not inherent to the business itself), has historically contributed to the stability of our performance throughout market cycles. We also look for opportunities to benefit from macroeconomic trends where we have variant views from the public market consensus through our asymmetric hedging strategy, which has been a substantial contributor to our investment strategy’s long-term performance.

•

Market Dynamics. In recent years, there has been significant equity market and single-name stock price volatility driven in part by the outsized impact of trading activity by short-term, highly leveraged investors who rapidly buy and sell securities based on small surprises in short-term company performance or macroeconomic data. We view such volatility as beneficial to fundamental value investors that manage permanent capital because it can create attractive buying opportunities coupled with a high degree of liquidity.

•

Commitment to Fund Investors. Our fund investors come first. While we believe that our commitment to our fund investors is in the long-term interest of our business and our common stockholders, in prioritizing our fund investors, we may take actions that could reduce our profits in the short term. For example, in February 2024, we amended the investment management agreement between PSH and PSCM to provide for a fee offset arrangement that reduces the performance fees we receive from PSH as a function of the fees we receive from other funds we manage, which will include “offsettable management fees” from PSUS upon completion of the PSUS IPO. For more information, please see “—Key Components of our Results of Operations—Income—Performance Fees.” Similarly in connection with the Howard Hughes Transaction, we reduced the management fees paid to PSCM by each of the core funds by an amount equal to the HHH Fees multiplied by the percentage of HHH’s shares outstanding held by each such fund attributable to its fee-paying capital.

•

Selective Launch of Other Investment Funds. In addition to continuing to compound our permanent capital at high rates of return, our growth strategy may include launching new funds or completing transactions that increase our permanent capital that leverage our core competencies from time to time. Such opportunistic inorganic AUM growth will be impacted by fundamental asset management trends that include (i) the shifting asset allocation preferences of individual investors and (ii) participation rates by retail investors in public equity markets. We believe our track record of innovation, large brand-name profile and substantial media following will assist us in launching new funds and strategies that are responsive to evolving investor demands.

Howard Hughes Transaction

On May 5, 2025, we completed the Howard Hughes Transaction. Upon completion of the transaction, we along with our existing funds owned 46.9% of outstanding shares of HHH common stock, although we have agreed generally to limit our voting power to 40.0% and our beneficial ownership to 47.0% of which 15.2% is held by PSI and 31.7% is held by the core funds. Under the terms of the HHH Services Agreement, we provide investment advisory and other services to HHH and earn (i) a quarterly base fee of $3,750,000 ($15,000,000 on an annual basis) (the “HHH Base Management Fee”) and (ii) a quarterly variable fee equal to 0.375% of the excess value of the quarter-end stock price of shares of HHH common stock over an initial reference share price of $66.1453, multiplied by a reference share count of 59,393,938 shares (the “HHH Variable Management Fee” and together with the HHH Base Management Fee, the “HHH Fees”). The HHH Base Management Fee and reference share price are subject to annual adjustment for inflation based on the Core PCE Price Index, and the reference share price and reference share count are subject to adjustment for stock splits, reclassifications or similar capital changes. We are not entitled to any type of performance fee or incentive allocation from HHH.

TABLE OF CONTENTS

PSUS IPO and PSUS Private Placement

As reflected in “Unaudited Pro Forma Consolidated Financial Information,” we present two scenarios for how much capital may be raised in the PSUS IPO and the PSUS Private Placement. We do not expect to incur material incremental recurring general and administrative expense as a result of raising PSUS, although we will incur one-time transaction costs. We have agreed to increase our existing $15.9 million investment in PSUS to a $150 million investment in PSUS, which additional investment we intend to finance using a term loan facility, comprising (i) $100 million of common shares in the PSUS Private Placement and (ii) $50 million of preferred shares to be issued by PSUS in a private placement in connection with and upon completion of the PSUS IPO. See “Business—The Funds and HHH—Pershing Square USA, Ltd.” for more information.

As investment manager, PSCM will provide management services to PSUS and earn a quarterly management fee equal to 0.5% (2.0% on an annual basis) of the NAV of PSUS, payable in advance at the beginning of each quarter. Upon completion of the PSUS IPO, a portion of these management fees from PSUS, or the “offsettable management fees,” will reduce the performance fees we receive from PSH. We are not entitled to any type of performance fee or incentive allocation from PSUS.

We currently expect to deliver to each initial investor in the PSUS IPO, for no additional consideration, 20 shares of our common stock for every 100 PSUS Shares purchased in the PSUS IPO, including any PSUS Shares acquired by the underwriters in the PSUS IPO in connection with the exercise of their option to purchase additional PSUS Shares. Similarly, we will deliver to each private placement investor in the PSUS Private Placement, for no additional consideration, 30 shares of our common stock for every 100 PSUS Shares purchased in the PSUS Private Placement. See “Unaudited Pro Forma Consolidated Financial Information” for more information.

Holdco Reorganization

Corporate Conversion

We have historically been treated as a partnership for U.S. tax purposes and have not been subject to U.S. federal income taxes, although PSCM is subject to certain state and local taxes as discussed in Note 2, “Significant Accounting Policies—Income Taxes” of the audited consolidated financial statements included elsewhere in this prospectus. Prior to the effectiveness of the registration statement of which this prospectus forms a part, Pershing Square Holdco, L.P. will convert into a Nevada corporation by means of a statutory conversion and change its name to Pershing Square Inc. We refer to this conversion throughout this prospectus as the “Corporate Conversion.” See “Summary—Reorganization Transactions—Corporate Conversion” for more information on the Corporate Conversion. Accordingly, following the combined offering, we will be taxed as a corporation for U.S. federal and state income tax purposes and, as a result, we will be subject to U.S. federal income taxes, in addition to state and local taxes, with respect to our allocable share of any taxable income generated by us. For further discussion of the tax impact of the Corporate Conversion, see “Unaudited Pro Forma Consolidated Financial Information.”

TABLE OF CONTENTS

Basis of Accounting

Pershing Square Holdco, L.P. is considered our predecessor for accounting purposes for periods following the HoldCo Reorganization but prior to the Corporate Conversion. PSCM is considered Pershing Square Holdco, L.P.’s predecessor for accounting purposes for periods prior to the HoldCo Reorganization.

The HoldCo Reorganization was accounted for as a common control transaction. Pershing Square Holdco, L.P. was formed for the sole purpose of effectuating the HoldCo Reorganization and had no assets, liabilities or operating results prior to the HoldCo Reorganization, which did not result in any changes in the underlying business or operations of the Company. All balances and disclosures for periods prior to May 31, 2024, the date of the Holdco Reorganization, represent the historical activities of PSCM, the predecessor reporting entity to Pershing Square Holdco, L.P.

We have elected to account for the Howard Hughes Transaction using the fair value option, in accordance with ASC 825-10, Financial Instruments. As a part of the election, we will recognize any changes in the fair value of the transaction each reporting period.

Key Components of Our Results of Operations

Income

We generate substantially all of our revenue from management fees and performance fees under the terms of the investment management agreements with the funds we manage. We also earn revenue from management fees under the terms of the HHH Services Agreement.

The simplified diagram below depicts the management fees and performance fees we earn from HHH and our existing core funds. The diagram below is presented for illustrative purposes only to facilitate an understanding of our revenue streams.

*	Management fee presented on an annual basis.

Management Fees

Management fees consist of fees earned by PSCM for providing management and administrative services to our funds and other investment vehicles. PSCM acts as an investment manager providing management and administrative services to PSH, our private funds and other investment vehicles and, following the combined offering, PSUS, in accordance with each of their investment management agreements. As compensation for services to PSH and our private funds, PSCM receives a quarterly management fee equal to 0.375% (1.5% on an annual basis) of the Net Asset Value, before any accrued performance fees or allocation, (i) with respect to PSH, of its fee-paying shares, (ii) with respect to PSLP, of the capital accounts relating to each of its fee-paying limited partners, and (iii) with respect to PSINTL, of each series of its fee-paying shares of PSINTL.

TABLE OF CONTENTS

In connection with the Howard Hughes Transaction, we reduced the management fees paid to PSCM by each of the core funds by an amount equal to the HHH Fees multiplied by the percentage of HHH’s shares outstanding held by each such fund attributable to its fee-paying capital. As compensation for services to PSVII prior to its liquidation on December 31, 2024, PSCM received a quarterly management fee equal to 0.0625% (0.25% on an annual basis) of the balance of each fee-paying capital account of PSVII. Following the combined offering, PSCM will also receive a quarterly management fee from PSUS equal to 0.5% (2.0% on an annual basis) of the Net Asset Value of PSUS. Management fees from our funds are recognized over the period during which the related services are performed. See “Business—Advisory Fees and Compensation.”

Management fees earned from our funds are generally calculated and paid to us quarterly in advance, based on the amount of fee-paying assets at the beginning of the quarter. Management fees are prorated for capital contributions in our private funds received during the quarter. Accordingly, changes in our management fee revenue from quarter to quarter are driven by changes in the quarterly balances of fee-paying assets and the relative magnitude and timing of contributions and withdrawals in a given quarter.

Management Fees – HHH Fees

Management fees also consist of the quarterly HHH Fees earned by PSCM for providing investment advisory and other services to HHH pursuant to the terms of the HHH Services Agreement. Pursuant to the HHH Services Agreement, we will support HHH’s new diversified holding company strategy by providing services to HHH, such as (i) investment advisory services, (ii) making recommendations with respect to hedging, balance sheet optimization and capital allocation, (iii) executing transactions, (iv) assisting HHH with business and corporate development functions, (v) making voting recommendations for HHH’s investments, (vi) assisting with and advising on fundraising, (vii) monitoring operations of HHH and its investments, subject to the day-to-day authority and responsibility of HHH’s management, (viii) providing recommendations for persons to serve as designees or deputies of HHH’s Chief Investment Officer, (ix) engaging and supervising HHH’s third-party service providers, (x) making dividend payment recommendations and (xi) providing other services as may be agreed upon.

As compensation for providing services to HHH, we will earn (i) a quarterly HHH Base Management Fee of $3,750,000 ($15,000,000 on an annual basis) and (ii) a quarterly HHH Variable Management Fee equal to 0.375% of the excess value of the quarter-end stock price of shares of HHH common stock over an initial reference share price of $66.1453, multiplied by a reference share count of 59,393,938 shares. The HHH Base Management Fee and reference share price are subject to annual adjustment for inflation, based on the Core PCE Price Index, and the reference share price and reference share count are subject to adjustment for stock splits, reclassifications or similar capital changes. See “Business—Advisory Fees and Compensation—HHH Fees” for more information.

The HHH Base Management Fee is calculated and paid to us quarterly in advance at the beginning of each quarter. The HHH Variable Management Fee is calculated and paid to us quarterly no later than fifteen days following the end of each quarter, based on the volume-weighted average trading price of shares of HHH common stock for the fifteen trading days ending on the last trading day of such quarter. Accordingly, changes in our revenue from the HHH Variable Management Fee will be driven by changes in the stock price of shares of HHH common stock from quarter to quarter. As of December 31, 2025, the reference share price was $66.1453 and the volume-weighted average trading price of shares of HHH common stock for the fifteen trading days ending on December 31, 2025 was $81.1647.

Management Fees – Contra-Revenue

We recognized a $292.8 million deferred asset for the premium paid above HHH’s publicly traded share price (the “HHH Premium”), which is deemed for accounting purposes to represent the amount paid to obtain the HHH Services Agreement, when we completed the Howard Hughes Transaction. The HHH Premium is amortized as contra-revenue in management fees on a straight-line basis over a period of 20 years beginning May 5, 2025.

Performance Fees

Performance fees consist of fees and allocations earned by PSCM, as investment manager, from certain of our funds and other investment vehicles generally based on the NAV appreciation of such funds above a high-water mark. We recognize performance fees from PSH on a “net” basis giving effect to the fee offset arrangement as described below.

TABLE OF CONTENTS

Performance fees or allocation, if earned, are payable upon the occurrence of crystallization events, which include, but are not limited to, December 31 of each year, withdrawals from our private funds and PSH’s payment of a dividend. Any crystallized or accrued performance fees for PSINTL and PSH earned during the year and outstanding at year-end are reported within performance fees receivable.

Pursuant to the investment management agreement between PSH and PSCM, the annual performance fee PSCM earns from PSH is offset by (i) 20% of any performance fees and allocation earned by us and our affiliates for the same period from certain non-PSH funds (currently including PSLP and PSINTL) managed by us or any of our affiliates and (ii) 20% of any management fees earned from certain non-PSH funds (currently none but following the PSUS IPO, PSUS) that do not have performance fees or allocations as part of their terms. We refer to this arrangement as the “fee offset arrangement.” In the event the offsettable fees in respect of a previous calculation period were not fully utilized in reducing the PSH performance fee for that period, the amount not utilized is carried forward. See “Business—Advisory Fees and Compensation—PSH—Performance Fee” for more information.

We consolidate the results of Pershing Square GP, LLC (“PSGP”), which earns a performance allocation from PSLP, and PSVII GP, which earned a performance allocation from PSVII prior to its liquidation on December 31, 2024. However, because we do not have any direct equity interests in PSGP or PSVII GP, 100% of these performance allocations are reflected in non-controlling interest on our consolidated statements of operations. See “—Net (Income) Loss Attributable to Non-Controlling Interest” for more information. A portion of the performance allocation PSGP receives from PSLP is available to offset the performance fee payable by PSH pursuant to the fee offset arrangement described above.

Allocation of Performance Fee Revenue

In periods following the Holdco Reorganization, our consolidated statements of operations data reflect an arrangement for the allocation of performance fee revenue from our funds and other investment vehicles pursuant to the Variable Compensation Agreement (the “VCA”) that we entered into in connection with the Strategic Investment.

The VCA has two primary purposes: (1) to provide the company with a preferred return-like entitlement of performance fees received by our principal operating subsidiary, PSCM and (2) to provide an important source of compensation for certain of our personnel, including our investment professionals, consistent with our historical practice of tying a significant portion of the compensation earned by such personnel, including our named executive officers, directly to the performance of the funds we manage. For additional information about the terms of the VCA, see “Executive Compensation—Narrative Disclosure to Summary Compensation Table—Variable Compensation Agreement.”

The table below presents the allocation of realized performance fees, as adjusted for offsettable fees pursuant to the fee offset arrangement and VCA, as between us and CompCo that would have been required by the VCA and the successor arrangement to be implemented in connection with the combined offering using our actual results for the periods presented. As illustrated below, the Preferred Performance Fee that we are entitled to receive for a given period is a function of the applicable high-water mark of the fee-paying investors in the fund, as calculated as of January 1 for such period, as adjusted for capital activity and share buybacks. The amount of the Preferred Performance Fees that is paid in any period depends on our realized performance fees. As a result, variability in our fund performance, which impacts both the high-water mark for a period (and accordingly the corresponding Preferred Performance Fee) and our realized performance fees, can result in variability in the amounts paid to us in any period in respect of the accrued Preferred Performance Fees. Any portion of the Preferred Performance Fee that we are entitled to receive from a fund that is not paid in a given period will accrue to the next period’s Preferred Performance Fee for such fund until paid by such fund.

While our Preferred Performance Fee arrangement for the allocation of performance fee revenue may result in variability in the amounts paid to us and CompCo from year to year, particularly if realized performance fees are not sufficient to satisfy the accrued Preferred Performance Fees, we believe it creates a more stable stream of recurring fee-related earnings over the long-term because of the consistency in the calculation of the Preferred Performance Fee that we are entitled to receive.

The table below has not been prepared in accordance with Article 11 of Regulation S-X and is presented for illustrative purposes only to facilitate an understanding of how the VCA and the successor arrangement to be implemented in connection with the combined offering operate. For further discussion of the VCA and its contemplated termination and replacement in connection with the combined offering, see “Executive

TABLE OF CONTENTS

Compensation—Narrative Disclosure to Summary Compensation Table—Variable Compensation Agreement” and “Executive Compensation—Compensation Arrangements To Be Adopted in Connection with the Combined Offering—Variable Compensation Agreement and Subordinated Profits Interest.”


Pershing Square Holdings, Ltd.
	As of December 31,
(in millions)	2020	2021	2022	2023	2024	2025
High water mark of performance fee-paying investors⁽¹⁾	$5,198.3	$9,052.5	$10,935.8	$10,524.0	$11,899.7	$12,543.8	[A]
Current year’s Preferred Performance Fee⁽²⁾	$41.6	$72.4	$87.5	$84.2	$95.2	$100.4	[B] = [A] * 16% * 5%
Less: Offsettable Management Fees⁽³⁾	$—	$—	$—	$—	$—	$—	[C]
Current year’s Preferred Performance Fee owed to the Company⁽⁴⁾	$41.6	$72.4	$87.5	$84.2	$95.2	$100.4	[D] = [B] + [C]
Realized PSH Performance Fees⁽⁵⁾	$665.6	$453.2	$—	$306.2	$226.6	$489.2	[E]
Plus: Offsettable Performance Fees⁽⁶⁾	$16.0	$3.6	$—	$2.1	$1.7	$2.6	[F]
PSH Performance Fees available for allocation⁽⁷⁾	$681.6	$456.9	$—	$308.2	$228.2	$491.8	[G] = [E] + [F]
Current year’s Preferred Performance Fee paid to the Company⁽⁸⁾	$41.6	$72.4	$—	$84.2	$95.2	$100.4	[H] = MIN ([D], [G])
Preferred Performance Fee Carryforward⁽⁹⁾ from prior year(s) paid to the Company⁽¹⁰⁾	$—	$—	$—	$87.5	$—	$—	[I] = MIN (([G] - [H]), Prior Year [K])
Total Preferred Performance Fees paid to the Company⁽¹¹⁾	$41.6	$72.4	$—	$171.7	$95.2	$100.4	[J] = [H] + [I]
Preferred Performance Fee Carryforward⁽⁹⁾	$—	$—	$87.5	$—	$—	$—	[K] = MAX (([D] + Prior Year [K] - [J]), 0)
Subordinated Performance Fees paid to CompCo⁽¹²⁾	$640.0	$384.5	$—	$136.5	$133.1	$391.5	[L] = [G] - [J]


Pershing Square International, Ltd.
	As of December 31,
(in millions)	2020	2021	2022	2023	2024	2025
High water mark of performance fee paying investors⁽¹⁾	$593.2	$391.8	$389.9	$361.9	$384.0	$281.8	[A]
Current year’s Preferred Performance Fee owed to the Company⁽²⁾	$4.7	$3.1	$3.1	$2.9	$3.1	$2.3	[B] = [A] * 20% * 80% * 5%
Realized PSINTL Performance Fees⁽⁵⁾	$79.9	$18.2	$—	$10.3	$8.3	$13.1	[C]
Less: Offsettable Performance Fees⁽⁶⁾	$(16.0)	$(3.6)	$—	$(2.1)	$(1.7)	$(2.6)	[D]
PSINTL Performance Fees available for allocation⁽⁷⁾	$63.9	$14.5	$—	$8.3	$6.6	$10.5	[E] = [C] + [D]
Current year’s Preferred Performance Fee paid to the Company⁽⁸⁾	$4.7	$3.1	$—	$2.9	$3.1	$2.3	[F] = MIN ([B], [E])
Preferred Performance Fee Carryforward⁽⁹⁾ from prior year paid to the Company⁽¹⁰⁾	$—	$—	$—	$3.1	$—	$—	[G] = MIN (([E] - [F]), Prior Year [I])
Total Preferred Performance Fees paid to the Company⁽¹¹⁾	$4.7	$3.1	$—	$6.0	$3.1	$2.3	[H] = [F] + [G]
Preferred Performance Fee Carryforward⁽⁹⁾	$—	$—	$3.1	$—	$—	$—	[I] = MAX (([B] + Prior Year [I] - [H]), 0)
Subordinated Performance Fees paid to CompCo⁽¹²⁾	$59.2	$11.4	$—	$2.3	$3.6	$8.3	[J] = [E] - [H]

(1)	The high-water mark can vary from year to year depending on changes in the Net Asset Value and amount of fee-paying assets in a fund.

(2)

Represents an amount equal to the performance fees PSCM would have earned from the fund, as described under “Business—Advisory Fees and Compensation,” if such fund had experienced a return, net of management fees, of 5% per annum above its high-water mark, subject to certain adjustments for non-PSH funds which reflect the fee offset arrangement described above and under “Business—Advisory Fees and Compensation—PSH—Performance Fees.” For non-PSH funds subject to the VCA (currently only PSINTL), the performance fees that would have been earned if such fund had experienced a net of management fees return of 5% per annum above its high-water mark are reduced by the offsettable performance fees for such fund. As an example, for PSINTL, which pays PSCM a 20% performance fee, of which 20% is an

TABLE OF CONTENTS

offsettable performance fee pursuant to the fee offset arrangement, the current year’s Preferred Performance Fee owed to the Company would represent 0.8% of PSINTL’s high-water mark (the product of 80% * 20% * 5%). For clarity, the current year’s Preferred Performance Fee initially calculated for PSH, which pays PSCM a 16% performance fee, is not similarly reduced by the fee offset arrangement and represents 0.8% of PSH’s high-water mark (the product of 16% * 5%).

(3)

Includes the gross amount of management fees available from certain non-PSH funds pursuant to the investment management agreement between PSH and PSCM to reduce the Preferred Performance Fee calculated for PSH. As of the date hereof, no fund generates such offsettable management fees. Following the completion of the PSUS IPO, the gross amount of such offsettable management fees will consist of 20% of PSUS’s management fees.

(4)

Represents an amount equal to the performance fees PSCM would have earned from PSH, as described under “Business—Advisory Fees and Compensation,” if PSH had experienced a return, net of management fees, of 5% per annum above its high-water mark, subject to certain adjustments for the offsettable management fees. As of the date hereof, no fund generates offsettable management fees. Following the completion of the PSUS IPO, the gross amount of such offsettable management fees will consist of 20% of PSUS’s management fees.

(5)

Refers to the performance fees PSCM earned from the fund, after giving effect to the fee offset arrangement. Pursuant to the investment management agreement between PSH and PSCM, a portion of the performance fees available from certain non-PSH funds reduce the performance fee paid by PSH to PSCM. As of the date hereof, the gross amount of such offsettable performance fees consists of (i) 20% of PSLP’s performance allocations and (ii) 20% of PSINTL’s performance fees.

(6)

In the case of PSH, the offsettable performance fees of PSINTL (i.e., 20% of the realized performance fees of PSINTL) are added back to the realized PSH performance fees for purposes of determining the PSH performance fees available for allocation. To avoid double counting, these offsettable performance fees of PSINTL are excluded from the calculation of the PSINTL performance fees available for allocation.

(7)	Refers to the amount available in a given year, if any, to satisfy payment of the Preferred Performance Fee and any Preferred Performance Fee Carryforward, as described in note (9), then owed to the Company.

(8)

Refers to the amount distributed to us from PSCM with respect to the current year’s Preferred Performance Fee, had this arrangement been in effect for the period presented, in an amount equal to the lesser of (i) the current year’s Preferred Performance Fee then owed to the Company and (ii) the performance fees available for allocation to the Company and CompCo. For example, had this arrangement been in effect, we would not have received any distribution from PSCM in respect of the Preferred Performance Fee for 2022 because no performance fees were generated that year due to the funds’ failure to achieve NAV appreciation above their respective high-water marks, resulting in no performance fees available for allocation to the Company and CompCo. As a result, the Preferred Performance Fee owed to the Company for 2022 was carried forward to 2023, a year in which the funds generated sufficient performance fees to pay the Preferred Performance Fee owed to the Company for 2023 and the Preferred Performance Fee Carryforward from 2022. Had the performance fees earned by the funds in 2023 not been sufficient to satisfy the Preferred Performance Fee owed to the Company for 2023 and/or the Preferred Performance Fee Carryforward from 2022, the unpaid portion would have continued to be carried forward to subsequent years until it was paid in full.

(9)

Refers to the unpaid portion, if any, of the current year’s Preferred Performance Fee owed to the Company had this arrangement been in effect for the period presented. The Preferred Performance Fee Carryforward, if any, shall accrue to subsequent periods until satisfied in full. For example, had this arrangement been in effect, a Preferred Performance Fee Carryforward would have been generated in 2022 for the reasons described above in note (8).

(10)

Refers to the amount distributed to us from PSCM with respect to the Preferred Performance Fee Carryforward from prior years, had this arrangement been in effect for the period presented, in an amount equal to the lesser of (i) the accrued Preferred Performance Fee Carryforward and (ii) the performance fees available for allocation to the Company and CompCo, less the amounts distributed to us from PSCM with respect to the current year’s Preferred Performance Fee.

(11)	Refers to the total amount distributed to us from PSCM with respect to the current year’s Preferred Performance Fee owed to the Company and any Preferred Performance Fee Carryforward from prior years had this arrangement been in effect for the period presented.

(12)

Refers to the amount distributed to CompCo from PSCM, had this arrangement been in effect for the period presented, in an amount equal to the difference, if any, between the performance fees available for allocation to the Company and CompCo and the Total Preferred Performance Fees paid to the Company.

Expenses

Profit-Sharing Partner Compensation

Profit-sharing partner compensation consists of expense related to our cash-based profits interests awards as well as a portion of our Long-Term Incentive Plan.

Prior to the Holdco Reorganization, we had profit-sharing arrangements whereby certain personnel and former members of our advisory board, which was dissolved on April 1, 2023, were granted profits participation interests (“Profits Interest Awards”) in Pershing Square, PSGP and PSVII GP. Profits Interest Awards entitled the profit-sharing partners to a portion of the net profits earned by Pershing Square, PSGP, PSVII GP and any future Pershing Square entity from performance fees or allocations and management fees, as applicable. Profits Interest Awards do not represent a substantive class of equity under ASC 718, Compensation and are accounted for as cash-based profit-sharing arrangements. As such, amounts distributed or allocated to profit-sharing partners are included in profit-sharing partner compensation in the consolidated statements of operations.

The Company also established a Long-Term Incentive Plan (“LTIP”) in January 2017 for the benefit of certain profit-sharing partners (the “LTIP Partners”). Similar to the Profits Interest Awards, awards under the

TABLE OF CONTENTS

LTIP (the “LTIP Awards”) entitle the LTIP Partners to cash distributions pursuant to the terms of their respective agreements and grant them a reduced percentage of their Profits Interest Awards upon retirement under certain circumstances as described in the LTIP. Certain LTIP Partners’ LTIP Awards vest after 10 years of tenure as a profit-sharing partner. The LTIP Awards are treated as a separate class of profits interests from the Profits Interest Awards. The LTIP Awards have been accounted for based on their substance. Portions of the LTIP Awards in which rights to distributions of profits are based fully on the discretion of the managing member of PSCM are in substance a profit-sharing arrangement and are therefore recorded within profit-sharing partner compensation. Other portions of the LTIP Awards, when fully vested, entitle LTIP Partners upon retirement to a distribution equal to the percentage outlined in each of their agreements in perpetuity and represent a substantive class of equity. In connection with the combined offering, the LTIP will be replaced in part by certain interests of PS Partner Group that may become redeemable, subject to certain conditions, for shares of our common stock held by PS Partner Group, in order to continue to align certain of our senior professionals with our long-term investment horizon.

In conjunction with the Holdco Reorganization and as discussed above, we implemented an arrangement for the allocation of performance fee revenue between us and our senior professionals. In addition, in connection with the Holdco Reorganization, former holders of LTIP Awards in PSCM received interests in PS Partner Group which were treated to the same extent as LTIP Awards. The unvested portion of interests in PS Partner Group will be amortized over a 10-year period on a straight-line basis.

Following the combined offering, the profit-sharing arrangement and LTIP related to interests in PS Partner Group and Pershing Square and its consolidated subsidiaries (including PSCM) will cease. Amounts historically allocated to profit-sharing partners and LTIP participants will instead be distributed in the form of dividends to all holders of our common stock, including former profit-sharing partners and LTIP participants, in their capacity as equity holders and therefore, amounts distributed to former profit-sharing partners and LTIP participants will no longer be accounted for as compensation expense in accordance with ASC 710.

We may also grant awards under our Equity Incentive Plan to employees, directors, consultants and advisors subsequent to the combined offering. These equity awards will be recorded as an expense in our consolidated statements of operations. See “Executive Compensation—Compensation Arrangements To Be Adopted in Connection with the Combined Offering—Equity Incentive Plan” for a discussion of the plan. We do not currently plan to grant awards under the Equity Incentive Plan to our executive officers.

Affiliates Fee Rebate

Affiliates fee rebate consists of expense related to the fee rebates provided to employees and their affiliates who own PSH shares. We historically rebated management and performance fees attributable to shares of PSH held by our employees and their affiliates. Following the Holdco Reorganization, we ceased to provide these rebates, which were continued instead by PS Partner Group and CompCo. The affiliate fee rebate paid by PS Partner Group following the Holdco Reorganization is recognized as an expense. Following the combined offering, PS Partner Group and CompCo will no longer rebate the fees of employees invested in PSH.

General and Administrative Expense

General and administrative expense includes occupancy expenses, aircraft expenses, professional fees, IT related expenses, café expenses, charitable donations, travel and entertainment expenses, insurance expenses, office expenses and other expenses. We expect to incur additional general and administrative expense as a result of operating as a public company, including expenses to comply with the rules and regulations of the SEC and NYSE, as well as higher expenses for directors and officers insurance, investor relations and professional services.

While we have historically incurred expenses related to charitable donations, we do not intend to incur any future expenses related to charitable donations as a public company.

On December 20, 2024, we distributed both the corporate aircraft and the aircraft note (as described in Note 6 to the audited consolidated financial statements included elsewhere in this prospectus) to PS Partner Group and ultimately to Mr. Ackman via a non-pro rata distribution. Accordingly, for periods following December 20, 2024, we no longer incur aircraft operating expenses arising from Mr. Ackman’s personal use of the aircraft, although we expect to incur fees related to air travel when we charter this or other aircraft for certain flights taken in furtherance of firm business.

TABLE OF CONTENTS

Employee Compensation and Benefits

Employee compensation and benefits reflects all compensation-related items not directly related to partners who participate in the profit-sharing arrangements and the LTIP, and includes salaries, benefits, payroll taxes and discretionary cash bonuses. Employee compensation and benefits also includes the cost of benefits paid to partners who participate in the profit-sharing arrangements and the LTIP. We generally recognize employee compensation and benefit expenses over the related service period. On an annual basis, discretionary cash bonuses generally comprise a significant portion of total employee compensation and benefits for employees who do not hold profit interests. Discretionary cash bonuses are dependent upon a variety of factors, including the performance of PSH, PSUS (following the completion of the PSUS IPO), our private funds and other investment vehicles for the year. For further discussion of the impact on employee compensation and benefits from subsequent changes to compensation arrangements, see “Unaudited Pro Forma Consolidated Financial Information.”

Depreciation and Amortization

Depreciation and amortization expense primarily consists of depreciation and amortization expenses associated with our fixed assets. Depreciation includes expenses associated with the corporate aircraft, office furniture and fixtures, office computers, equipment and software. Amortization includes expenses associated with our leasehold improvements. Depreciation of fixed assets is calculated using the straight-line method over a period of three to seven years. Leasehold improvements are amortized over the shorter of the expected useful life or the remaining term of the related lease agreement. Fixed assets and leasehold improvements are recorded at cost less accumulated depreciation and amortization.

On December 20, 2024, we transferred the corporate aircraft and therefore, for periods following such date, we no longer incur depreciation expense related to the corporate aircraft.

Other Income (Expenses)

Unrealized Gain (Loss) on HHH Shares Held at Fair Value

We account for our investment in HHH using the fair value option, in accordance with ASC 825-10 Financial Instruments. As a part of the election, we recognize any changes in the fair value of the investment in HHH as non-operating income or loss, commensurate with appreciation or depreciation in the value of HHH’s publicly traded share price as of the end of the reporting period.

Interest Income

Interest income consists of interest earned from our cash on hand.

Unrealized Gain (Loss) on Investment in Pershing Square, L.P. Held at Fair Value

Unrealized gain (loss) on investment in Pershing Square, L.P. held at fair value consists of the gain or loss related to PSGP’s investment in PSLP. PSGP’s investment in PSLP is held at fair value, which is determined using the Net Asset Value of PSLP in accordance with the Accounting Standards Codification (“ASC”) 820, Fair Value Measurement, “practical expedient,” as defined by GAAP.

Other Income (Expense)

Other income (expense) primarily consists of our office space sublease and license, reimbursement of aircraft expense and reimbursement of office services.

Mr. Ackman’s family office, TABLE Management, L.P. (“TABLE”), licenses a portion of our office space under a license agreement which also grants TABLE the use of certain office-related services. In addition, we sublease a portion of Pershing Square’s office space to NEOX Public Benefit LLC (“Subtenant”), an entity partially owned by Mr. Ackman. The sublease commenced on December 5, 2022, with rent payments commencing on May 1, 2023 following five months of rent abatement, and expires on December 31, 2033. Prior to the combined offering, we intend to terminate our sublease arrangement with Subtenant who will enter into a direct relationship with the landlord, and we will no longer receive the related income or bear the associated lease expense, although Subtenant may continue the use of certain office-related services for which we will continue to receive certain related income.

TABLE OF CONTENTS

Historically from time to time, Mr. Ackman made personal use of PSCM’s corporate aircraft and, in such cases, PSCM was reimbursed for that portion of the aircraft’s operating expense. On December 20, 2024, we distributed both the corporate aircraft and the aircraft note to PS Partner Group and ultimately to Mr. Ackman via a non-pro rata distribution. As a result, following such date, we no longer receive reimbursements related to aircraft expenses.

Interest Expense

Interest expense primarily consists of interest incurred on borrowings and debt issuance costs that are amortized using the effective interest method, over the term of the debt.

On December 20, 2024, we distributed both the corporate aircraft and the aircraft note to PS Partner Group and ultimately to Mr. Ackman via a non-pro rata distribution. As a result, following such date, we no longer receive reimbursements related to aircraft expenses and we no longer incur interest expense related to the aircraft note.

Income Tax

Income tax expense consists of taxes paid or payable by our operating subsidiaries. We are subject to the provisions of ASC 740, Income Taxes. This standard requires the evaluation of tax positions taken or expected to be taken in the course of preparing our tax returns to determine whether it is “more-likely-than-not” to be sustained by the applicable tax authority. Uncertain tax positions in which the benefit to be realized does not meet the “more-likely-than-not” threshold would be recorded as a tax expense in the current year.

We have been and, prior to the Corporate Conversion, will continue to be a partnership for U.S. tax purposes and not subject to U.S. federal income taxes. Accordingly, no provision has been made for federal income taxes of us since the partners are individually liable for the taxes on their share of our taxable income or loss prior to this date.

We are subject to certain state and local taxes. UBT is recorded on a quarterly basis at the rate of 4% based on the net taxable income apportioned to New York City. Commercial Rent Tax is recorded on a quarterly basis at the rate of 6% based on the amount of commercial rent subject to tax. We record interest and penalties related to income taxes, if any, within income tax expense.

PS Holdco and PS Partner Group elected to be subject to both the New York State and New York City Pass-Through Entity Tax (together, “PTET”) for the year ended December 31, 2025, and PSCM made the same elections for the year ended December 31, 2024. PTET grants eligible partners a tax credit on their individual New York State and New York City income tax returns, and any PTET owed is a joint liability of (i) PS Holdco or PS Partner Group and (ii) each partner.

Upon completion of the Corporate Conversion in connection with the combined offering, we will become a corporation for U.S. federal and state income tax purposes and will be subject to U.S. federal income taxes, in addition to state and local taxes.

Net (Income) Loss Attributable to Non-Controlling Interest

A portion of the equity and income or loss from entities that are consolidated but not wholly owned by us is allocated to other owners. The aggregate of the income or loss and corresponding equity that is not owned by us is included within non-controlling interest in the consolidated financial statements. We do not hold any direct equity interests in PSGP, the general partner for PSLP, or PSVII GP, the general partner for PSVII. As a result, all income or loss related to both entities is allocated to non-controlling interest, and their capital balances represent the economic interests of other owners in PSGP and PSVII GP, as applicable.

Key Operating Metrics

We have developed and use various key operating metrics to assess and monitor the operating performance of our business. We believe that these metrics provide useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management team.

Our calculations of total assets under management, fee-paying assets under management and permanent capital AUM may differ from the calculations of other investment managers. As a result, these measures may not be comparable to similar measures presented by other investment managers. In addition, our calculation of total

TABLE OF CONTENTS

assets under management includes the fair value of invested capital in our funds from our personnel regardless of whether such invested capital is subject to fees. Our definitions of total assets under management and fee-paying assets under management are not based on any definition of total assets under management and fee-paying assets under management that is set forth in the agreements governing the investment funds we manage.

Total Assets Under Management

Total assets under management reflects (i) with respect to our core funds and PSVII, the net assets of our core funds and PSVII as calculated in accordance with GAAP or IFRS, as applicable, while adding back accrued performance fees and the principal value of PSH’s outstanding bonds (approximately $2.3 billion and $3.7 billion as of December 31, 2024 and December 31, 2025, respectively) without double counting the investment made by any of our funds in PSVII and (ii) with respect to HHH, the market capitalization of HHH plus its net mortgages, notes, and loans payable as disclosed in its most recent publicly available filing.


Assets Under Management
(in millions)	PSH⁽¹⁾	PSLP	PSINTL	PSVII⁽²⁾	Total Funds
Balance at December 31, 2023	$14,414.6	$1,384.3	$591.7	$1,519.5	$17,910.1
Private Funds Subscriptions	—	40.8	—	—	40.8
Private Funds Redemptions	—	(246.0)	(209.2)	(1,422.4)	(1,877.6)
PSH Dividends	(107.2)	—	—	—	(107.2)
PSH Buybacks	(117.9)	—	—	—	(117.9)
Management Fees	(188.8)	(11.1)	(6.0)	(0.2)	(206.1)
Performance Fees	(226.6)	—	(8.3)	—	(234.9)
Appreciation (Depreciation) in Market Value	1,589.1	159.9	65.4	(96.9)	1,717.5
Increase (Decrease) in EUR FX Translation of PSH Bond Proceeds	(34.1)	—	—	—	(34.1)
Balance at December 31, 2024	$15,329.2	$1,328.0	$433.6	$—	$17,090.7

(1)	As of December 31, 2024 and 2023, PSH’s AUM includes bond proceeds of $1.8 billion and €500 million (translated into USD at the prevailing exchange rate at the reporting date).

(2)	PSVII was liquidated as of December 31, 2024 and had no assets under management as of December 31, 2024.


Assets Under Management
(in millions)	PSH⁽¹⁾	PSLP	PSINTL	HHH	Total Funds & HHH
Balance at December 31, 2024	$15,329.2	$1,328.0	$433.6	$—	$17,090.7
Private Funds Subscriptions	—	104.3	80.0	—	184.3
Private Funds Redemptions	—	(232.2)	(199.6)	—	(431.8)
Initiation of HHH Services Agreement⁽²⁾	—	—	—	9,256.4	9,256.4
PSH Dividends	(118.1)	—	—	—	(118.1)
PSH Buybacks	(369.1)	—	—	—	(369.1)
Management Fees	(208.0)	(10.4)	(4.5)	—	(222.9)
Performance Fees	(489.2)	—	(13.1)	—	(502.3)
Appreciation (Depreciation) in Market Value / Market Capitalization⁽³⁾	3,222.6	340.9	112.7	768.6	4,444.8
PSH Bond Issuance	1,235.5	—	—	—	1,235.5
Increase (Decrease) in EUR FX Translation of PSH Bond Proceeds	98.0	—	—	—	98.0
Balance at December 31, 2025	$18,700.9	$1,530.6	$409.0	$10,025.0	$30,665.6

(1)	As of December 31, 2025, PSH’s AUM includes bond proceeds of $2.3 billion and €1.15 billion (translated into USD at the prevailing exchange rate at the reporting date).

(2)	Reflects HHH’s market capitalization at market open on May 5, 2025 plus its net mortgages, notes, and loans payable as reported in its Quarterly Report on Form 10-Q for the quarter ending March 31, 2025.

(3)	Appreciation (depreciation) in market capitalization is only applicable to HHH.

TABLE OF CONTENTS

The table below presents the AUM of our core funds and HHH as of January 1, 2020 and as of December 31 for each of the last six years.


	Assets Under Management ($ in millions)							CAGR
Fund	January 1, 2020	December 31, 2020	December 31, 2021	December 31, 2022⁽³⁾	December 31, 2023	December 31, 2024	December 31, 2025	(2020-2025)⁽⁴⁾
PSH⁽¹⁾	$7,121	$11,153	$14,409	$12,215	$14,415	$15,329	$18,701	17%
% Growth		57%	29%	(15%)	18%	6%	22%
PSLP	727	903	1,472	1,217	1,384	1,328	1,531	13%
% Growth		24%	63%	(17%)	14%	(4%)	15%
PSINTL	726	510	629	520	592	434	409	(9%)
% Growth		(30%)	23%	(17%)	14%	(27%)	(6%)
Total Core Funds	$8,573	$12,566	$16,510	$13,951	$16,391	$17,091	$20,641	16%
% Growth		47%	31%	(15%)	17%	4%	21%
HHH⁽²⁾	—	—	—	—	—	—	10,025
Total Core Funds & HHH	$8,573


Executive Compensation			140
Director Compensation			148
Certain Relationships and Related Person Transactions			149
Principal Stockholders			153
Description of Capital Stock			155
Certain U.S. Federal Income Tax Consequences			164
Shares Eligible for Future Sale			168
Underwriting			170
Legal Matters			184
Experts			184
Where You Can Find More Information			184
Index to Financial Statements			F-1

For the Year Ended
December 31, 2025

(in thousands)

Scenario 1
–$5 billion
PSUS IPO
and PSUS
Private
Placement

Scenario 2
–$10 billion
PSUS IPO
and PSUS
Private
Placement

Profit-sharing partner compensation

PERSHING SQUARE HOLDCO, L.P. S-1