Pershing Square Management, LLC 4

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.