Aggregate offering size of $5 billion
NEW YORK--(BUSINESS WIRE)--Pershing Square USA, Ltd. ("PSUS"), an investment company managed by Pershing Square Capital Management, L.P. ("PSCM"), and Pershing Square Inc. ("PSI"), the parent company of PSCM, today announced the pricing of the combined initial public offering (the "PSUS IPO") of the common shares of beneficial interest of PSUS (the "PSUS Shares") and the initial public offering (the "PSI IPO", and together with the PSUS IPO, the "Combined IPO") of the common stock of PSI (the "PSI Shares").
The PSUS Shares and the PSI Shares are expected to begin trading on the New York Stock Exchange (NYSE) on April 29, 2026, under the symbol "PSUS" for the PSUS Shares and under the symbol "PS" for the PSI Shares. The Combined IPO is expected to close on April 30, 2026, subject to the satisfaction of customary closing conditions.
In connection with the closing of the Combined IPO, PSUS and PSI expect to close the previously announced combined private placement of PSUS Shares and PSI Shares (the "Combined Private Placement"). Gross proceeds to PSUS from the Combined IPO and Combined Private Placement, before deducting sales loads, placement fees and offering expenses, are expected to be $5 billion. The sale of the shares in the Combined Private Placement will not be registered under the Securities Act of 1933, as amended.
PSUS is a non-diversified, closed-end management investment company with no investment history. Investors can learn more about PSUS by reading PSUS's registration statement on Form N-2 (the "N-2 Registration Statement") relating to the sale of the PSUS Shares and about PSI by reading PSI's registration statement on Form S-1 relating to the shares of PSI Shares (the "S-1 Registration Statement", and together with the N-2 Registration Statement, the "Registration Statements").
Citigroup Global Markets Inc., UBS Securities LLC, BofA Securities, Inc., Jefferies LLC and Wells Fargo Securities, LLC are acting as global coordinators and bookrunners for the Combined IPO. RBC Capital Markets, LLC, BTG Pactual S.A. - Cayman Branch and Keefe, Bruyette & Woods, Inc. are acting as bookrunners for the Combined IPO. Academy Securities, Inc., Huntington Securities, Inc., Loop Capital Markets LLC, Oppenheimer & Co. Inc., Piper Sandler & Co., Roberts & Ryan, Inc. and Wedbush Securities Inc. are acting as co-lead managers for the Combined IPO. Aegis Capital Corp, AmeriVet Securities, Inc., C.L. King & Associates, Inc., CastleOak Securities, L.P., Clear Street LLC, InspereX LLC, JonesTrading Institutional Services LLC, R. Seelaus & Co., LLC, Samuel A. Ramirez & Company, Inc., Siebert Williams Shank & Co., LLC and Tigress Financial Partners LLC are acting as co-managers for the Combined IPO.
The Registration Statements relating to the securities sold in the Combined IPO have been filed with the U.S. Securities and Exchange Commission and were each declared effective on April 28, 2026.
This Combined IPO is being made only by means of prospectuses of PSUS and PSI. Copies of the prospectuses related to the Combined IPO, when available, may be obtained by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, copies of the prospectuses may be obtained from: Citigroup Global Markets Inc., Attention: Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at (800) 831-9145; UBS Securities LLC, Attention: Equity Syndicate, 11 Madison Avenue, New York, NY 10010, by telephone at (888) 827-7275, or by email at ol-prospectus-request@ubs.com; BofA Securities, Inc., Attention: Prospectus Department, NC1-022-02-25, 201 North Tryon Street, Charlotte, NC 28255, by email at prospectus_requests@bofa.com; Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, by telephone at (877) 821-7388, or by email at prospectus_department@jefferies.com; or Wells Fargo Securities, LLC, Attention: Wells Fargo Securities, 90 South 7th Street, 5th Floor, Minneapolis, MN 55402, by telephone at (800) 645-3751 (option #5), or by email at WFScustomerservice@wellsfargo.com.
Investors are advised to carefully consider the investment objective, risks and charges and expenses of PSUS before investing in the Combined IPO. The prospectuses for the Combined IPO, which contain this and other information about PSUS and PSI, should be read carefully before investing.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Forward-Looking Statements
Certain matters within this press release are discussed using forward-looking language and, as such, may involve known and unknown risks, uncertainties, and other factors that may cause the actual results or performance to differ from those projected in the forward-looking statements including (without limitation) the timing and details with respect to the completion of the Combined IPO and the Combined Private Placement, expectations relating to the listing of the PSUS Shares and the PSI Shares on the New York Stock Exchange and the exercise of the underwriters' over-allotment option. No assurance can be given that the Combined IPO will be completed on the terms described, or at all. Forward-looking statements are subject to numerous risks, many of which are beyond the control of PSUS and PSI, including market conditions, general economic conditions and other factors, including those set forth under the heading "Risk Factors" in each of the prospectuses for the Combined IPO.
About Pershing Square USA, Ltd.
Pershing Square USA, Ltd. is an investment management company registered under the Investment Company Act of 1940, as amended, that will be managed by its investment manager, PSCM, following the completion of the PSUS IPO and its commencement of investment operations.
About Pershing Square Inc.
Pershing Square Inc. is the parent company of Pershing Square Capital Management, L.P., an SEC-registered investment advisor to investment funds and other companies, based in New York City.
Contacts
Fran McGill
212 909 2455
McGill@persq.com
NEW YORK--(BUSINESS WIRE)--Pershing Square USA, Ltd. ("PSUS"), an investment company managed by Pershing Square Capital Management, L.P. ("PSCM"), and Pershing Square Inc. ("PSI"), the parent company of PSCM, today announced the pricing of the combined initial public offering (the "PSUS IPO") of the common shares of beneficial interest of PSUS (the "PSUS Shares") and the initial public offering (the "PSI IPO", and together with the PSUS IPO, the "Combined IPO") of the common stock of PSI (the "PSI Shares").
The PSUS Shares and the PSI Shares are expected to begin trading on the New York Stock Exchange (NYSE) on April 29, 2026, under the symbol "PSUS" for the PSUS Shares and under the symbol "PS" for the PSI Shares. The Combined IPO is expected to close on April 30, 2026, subject to the satisfaction of customary closing conditions.
In connection with the closing of the Combined IPO, PSUS and PSI expect to close the previously announced combined private placement of PSUS Shares and PSI Shares (the "Combined Private Placement"). Gross proceeds to PSUS from the Combined IPO and Combined Private Placement, before deducting sales loads, placement fees and offering expenses, are expected to be $5 billion. The sale of the shares in the Combined Private Placement will not be registered under the Securities Act of 1933, as amended.
PSUS is a non-diversified, closed-end management investment company with no investment history. Investors can learn more about PSUS by reading PSUS's registration statement on Form N-2 (the "N-2 Registration Statement") relating to the sale of the PSUS Shares and about PSI by reading PSI's registration statement on Form S-1 relating to the shares of PSI Shares (the "S-1 Registration Statement", and together with the N-2 Registration Statement, the "Registration Statements").
Citigroup Global Markets Inc., UBS Securities LLC, BofA Securities, Inc., Jefferies LLC and Wells Fargo Securities, LLC are acting as global coordinators and bookrunners for the Combined IPO. RBC Capital Markets, LLC, BTG Pactual S.A. - Cayman Branch and Keefe, Bruyette & Woods, Inc. are acting as bookrunners for the Combined IPO. Academy Securities, Inc., Huntington Securities, Inc., Loop Capital Markets LLC, Oppenheimer & Co. Inc., Piper Sandler & Co., Roberts & Ryan, Inc. and Wedbush Securities Inc. are acting as co-lead managers for the Combined IPO. Aegis Capital Corp, AmeriVet Securities, Inc., C.L. King & Associates, Inc., CastleOak Securities, L.P., Clear Street LLC, InspereX LLC, JonesTrading Institutional Services LLC, R. Seelaus & Co., LLC, Samuel A. Ramirez & Company, Inc., Siebert Williams Shank & Co., LLC and Tigress Financial Partners LLC are acting as co-managers for the Combined IPO.
The Registration Statements relating to the securities sold in the Combined IPO have been filed with the U.S. Securities and Exchange Commission and were each declared effective on April 28, 2026.
This Combined IPO is being made only by means of prospectuses of PSUS and PSI. Copies of the prospectuses related to the Combined IPO, when available, may be obtained by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, copies of the prospectuses may be obtained from: Citigroup Global Markets Inc., Attention: Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at (800) 831-9145; UBS Securities LLC, Attention: Equity Syndicate, 11 Madison Avenue, New York, NY 10010, by telephone at (888) 827-7275, or by email at ol-prospectus-request@ubs.com; BofA Securities, Inc., Attention: Prospectus Department, NC1-022-02-25, 201 North Tryon Street, Charlotte, NC 28255, by email at prospectus_requests@bofa.com; Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, New York, NY 10022, by telephone at (877) 821-7388, or by email at prospectus_department@jefferies.com; or Wells Fargo Securities, LLC, Attention: Wells Fargo Securities, 90 South 7th Street, 5th Floor, Minneapolis, MN 55402, by telephone at (800) 645-3751 (option #5), or by email at WFScustomerservice@wellsfargo.com.
Investors are advised to carefully consider the investment objective, risks and charges and expenses of PSUS before investing in the Combined IPO. The prospectuses for the Combined IPO, which contain this and other information about PSUS and PSI, should be read carefully before investing.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Forward-Looking Statements
Certain matters within this press release are discussed using forward-looking language and, as such, may involve known and unknown risks, uncertainties, and other factors that may cause the actual results or performance to differ from those projected in the forward-looking statements including (without limitation) the timing and details with respect to the completion of the Combined IPO and the Combined Private Placement, expectations relating to the listing of the PSUS Shares and the PSI Shares on the New York Stock Exchange and the exercise of the underwriters' over-allotment option. No assurance can be given that the Combined IPO will be completed on the terms described, or at all. Forward-looking statements are subject to numerous risks, many of which are beyond the control of PSUS and PSI, including market conditions, general economic conditions and other factors, including those set forth under the heading "Risk Factors" in each of the prospectuses for the Combined IPO.
About Pershing Square USA, Ltd.
Pershing Square USA, Ltd. is an investment management company registered under the Investment Company Act of 1940, as amended, that will be managed by its investment manager, PSCM, following the completion of the PSUS IPO and its commencement of investment operations.
About Pershing Square Inc.
Pershing Square Inc. is the parent company of Pershing Square Capital Management, L.P., an SEC-registered investment advisor to investment funds and other companies, based in New York City.
Contacts
Fran McGill
212 909 2455
McGill@persq.com
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