Pershing Square Management, LLC 4
4 · Pershing Square USA, Ltd. · Filed May 4, 2026
Research Summary
AI-generated summary of this filing
PSUS 10% Owner Acquires and Resells 96M Shares
What Happened
- Pershing Square Management, LLC (a 10% owner and one of several joint filing reporting persons) was party to a combined transaction tied to the April 30, 2026 PSUS offering. The filing shows an acquisition and immediate resale of 96,000,000 Pershing Square USA, Ltd. (PSUS) common shares at $50.00 each (total $4.8 billion).
- In addition, the filing reports acquisitions on April 30, 2026 of 3,657,680 shares at $50.00 ($182,884,000) and 1,000,000 shares at $50.00 ($50,000,000). The combined transaction also included issuance of 7.50% Series A Cumulative Preferred Shares to PSUS Holdings.
- These transactions were part of a coordinated IPO/private-placement process (the “combined PSUS offering”). The resale of the 96M shares by PS Inc. were “Resale Shares” delivered to the issuer (proceeds went to PSUS), and PS Inc. did not receive proceeds from that resale.
Key Details
- Transaction date: April 30, 2026; Form 4 filed: May 4, 2026 (covers 4/30/2026 transactions).
- Prices: $50.00 per share for all reported common-share transactions.
- Reported amounts: 96,000,000 shares (resold) = $4.8B; 3,657,680 shares = $182,884,000; 1,000,000 shares = $50,000,000.
- Shares owned after transaction: Not specified in the details provided in this summary filing.
- Notable footnotes: joint filing by Pershing Square Management, PS Inc., Pershing Square Partner Group, and PSUS Holdings; PS Inc.’s resale of the 96M “Resale Shares” resulted in proceeds going to the issuer (no proceeds to PS Inc.); PSUS Holdings received Preferred Shares and holds all outstanding Preferred Shares as of the filing.
- Timeliness: Filing date is 2026-05-04 for transactions on 2026-04-30; the Form does not indicate a late disclosure code in the information provided here.
Context
- These actions were part of an institutional-level combined offering (IPO and concurrent private placement). The 96M acquisition followed immediately by resale generally reflects offering mechanics (resale of shares into the offering) rather than a discretionary market trade by an individual insider.
- Reporting persons include ManagementCo members and affiliated entities; Nicholas Botta is listed as the board representative for the reporting persons. Because the filing involves a 10% owner / affiliated entities and issuance/resales tied to the offering, this is institutional/transactional activity rather than a routine individual insider buy/sell indicating personal trading sentiment.
Insider Transaction Report
Form 4
Pershing Square Management, LLC
Director10% OwnerOther
Transactions
- Award
Common Shares of Beneficial Interest
[F5][F1][F2][F3][F4]2026-04-30$50.00/sh+96,000,000$4,800,000,000→ 96,342,320 total(indirect: See footnotes) - Other
Common Shares of Beneficial Interest
[F5][F1][F2][F3][F4]2026-04-30$50.00/sh−96,000,000$4,800,000,000→ 342,320 total(indirect: See footnotes) - Award
Common Shares of Beneficial Interest
[F6][F1][F2][F3][F4]2026-04-30$50.00/sh+3,657,680$182,884,000→ 4,000,000 total(indirect: See footnotes) - Award
7.50% Series A Cumulative Preferred Shares
[F7][F1][F2][F3][F4]2026-04-30$50.00/sh+1,000,000$50,000,000→ 1,000,000 total(indirect: See footnotes)
Footnotes (7)
- [F1]In addition to Pershing Square Management, LLC, a Delaware limited liability company ("ManagementCo"), this Form 4 is being filed jointly by Pershing Square Inc., a Nevada corporation ("PS Inc."), Pershing Square Partner Group, LLC ("PSPG"), a Delaware limited liability company, and Pershing Square PSUS Holdings, LLC, a Nevada limited liability company ("PSUS Holdings", and together with ManagementCo, PS Inc. and PSPG, the "Reporting Persons"), each of whom has the same business address as ManagementCo and may be deemed to beneficially own the securities reported on this Form 4 (the "Subject Securities").
- [F2]ManagementCo holds majority voting power over PS Inc.'s shares (including in its capacity as the managing member of PSPG). PS Inc. holds 100% of the interests in PSUS Holdings. ManagementCo, PSPG and PS Inc. may each be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). ManagementCo is governed by its members, consisting of William A. Ackman, Ryan Israel, Ben Hakim, Michael Gonnella, Anthony Massaro and Halit Coussin (collectively, the "ManagementCo Members").
- [F3](Continued from Footnote 2) Mr. Ackman owns 24.9% of the voting interests of ManagementCo, with Mr. Israel, Mr. Hakim, Mr. Gonnella, Mr. Massaro and Ms. Coussin each owning the remainder of the voting interests equally (approximately 15% each), and the approval of a majority of the voting interests is generally required to approve any action of ManagementCo. Each of PS Inc., PSPG, ManagementCo and the ManagementCo Members disclaims beneficial ownership of any Subject Securities, except to the extent of any pecuniary interest therein.
- [F4]On April 30, 2026, PS Inc. and the Issuer completed a combined transaction, consisting of (i) an initial public offering and a concurrent private placement of PS Inc. common stock and (ii) an initial public offering (the "PSUS IPO") and a concurrent private placement (the "PSUS Private Placement" and together with the PSUS IPO, the "combined PSUS offering") of the Issuer's Common Shares of Beneficial Interest ("Common Shares") (collectively, the "combined transaction").
- [F5]Reflects the acquisition of Issuer Common Shares and the immediate resale of such Issuer Common Shares (the "Resale Shares") by PS Inc. on April 30, 2026 in connection with the completion of the combined PSUS offering. Proceeds of the sale of the Resale Shares were immediately delivered to the Issuer and the resale did not result in any proceeds to PS Inc.
- [F6]Reflects the acquisition of Issuer Common Shares by PSUS Holdings on April 30, 2026, in connection with the completion of the PSUS Private Placement.
- [F7]Reflects the issuance of the Issuer's 7.50% Series A Cumulative Preferred Shares ("Preferred Shares") to PSUS Holdings on April 30, 2026, in connection with the completion of the combined transaction. As of the date of this Form 4, PSUS Holdings holds all outstanding shares of Issuer Preferred Shares.