Pershing Square Usa, Ltd. · NYSE:PSUS
Pershing Square Usa — IPO Roadshow (April 2026)
48 slides from Pershing Square Usa's IPO roadshow presentation, Apr 13, 2026
Slide 1: Pershing Square April 2026 Issuer Free Writing Prospectus
Pershing Square April 2026 NOT FDIC INSURED | MAY LOSE VALUE | NO BANK GUARANTEE Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration Statement No. 333-294165 and Registration Statement Nos. 333-294164 and 811-23932 April 13, 2026
Slide 2: Disclaimer
2 Disclaimer The information contained in this presentation and in the preliminary prospectuses relates to the proposed combined offering of the common shares of beneficial interest (the “PSUS Common Shares”) of Pershing Square USA, Ltd. (“PSUS”) and the common stock (the “PSI Common Stock”) of Pers
Slide 3: Disclaimer: EEA and United Kingdom Prospective Shareholders
3 Disclaimer For Prospective Shareholders in the European Economic Area Pershing Square USA, Ltd (“PSUS”) is an alternative investment fund for the purpose of the European Union Alternative Investment Fund Managers Directive (Directive 2011/61/EU) (“AIFMD”). Pershing Square Capital Management, L.P.
Slide 4: Disclaimer: Prospective Shareholders in Singapore
4 Disclaimer For Prospective Shareholders in Singapore PSUS is not authorized or recognized by the Monetary Authority of Singapore (“MAS”), and the common shares of PSUS and the common stock of PSI are not allowed to be offered to the retail public in Singapore. PSUS has not commenced investment ope
Slide 5: Overview of Combined IPO Transaction
Overview of Combined IPO Transaction 5 IPO Price: $50 Per PSUS Share Pershing Square USA (“PSUS”, NYSE: PSUS)(1) 5 Shares of PSUS 1 Bonus Share of PSI For No Additional Consideration $50 NAV(2) per share Pershing Square’s flagship NYSE-listed permanent capital vehicle Our first fund without performa
Slide 6: Process Update
6 Process Update Total PSUS Offering Size: $5 Billion to $10 Billion(1) $2.8 Billion Anchor Commitments (Private Placement) Secured $2.8 billion in anchor commitments from well-regarded U.S. and international institutional investors, including: Family offices (30%) Pension funds (25%) Insurance comp
Slide 7: Pershing Square at a Glance
2003 Founded $31 Billion AUM (1) $21 Billion Fee-Paying AUM (2) 96% Permanent Capital (3) $6 Billion Employee Capital (4) 48 Employees Note: AUM Metrics as of December 31, 2025. Headcount as of March 9, 2026. Reflects, as applicable, the net assets of Pershing Square, L.P. (“PSLP”), Pershing Square
Slide 8: Pershing Square's Track Record Since Inception
PSLP / PSH Net Return(1) (1.5% Mgmt. & 20%/16% Perf. Fee) 8 Pershing Square’s Track Record Since Inception S&P 500 550 bps Outperformance Per Annum vs. S&P 500 Annualized Net Returns Since Inception (January 1, 2004 – December 31, 2025) Note: All market and return data as of December 31, 2025. Past
Slide 9: PSLP / PSH Net Return by Period
PSLP / PSH Net Return 2,644%(1) S&P 500 836% First 11.5 Years Since Firm Inception (Jan 2004 – Jul 2015) Challenging Period (Aug 2015 – Dec 2017) Permanent Capital Era (Jan 2018 – Dec 2025) Note: All market and return data as of December 31, 2025. Represents returns an investor would have earned if
Slide 10: Pershing Square's Permanent Capital Era Track Record
PSH Net Return(1) (1.5% Mgmt. & 16% Perf. Fee) 10 Note: All market and return data as of December 31, 2025. Past performance is not necessarily indicative of future results. All investments involve the possibility of profit and the risk of loss, including the loss of principal. Please see the additi
Slide 11: Track Record of Defensive Hedging
Track Record of Defensive Hedging 11 Note: The “Multiple of Capital” information is provided for illustrative purposes only and is not an indication of past or future returns of the Pershing Square funds. The information on this page includes the investments of the Pershing Square funds in existence
Slide 12: Pershing Square's Sustainable Competitive Advantages
Permanent capital (96% of Fee-Paying AUM) Ability to effectuate change without paying a control premium Preferred partner to management Asymmetric hedging Economies of scale Brand 12 Pershing Square’s Sustainable Competitive Advantages 1 2 3 4 5 6
Slide 13: Pershing Square USA
Pershing Square USA
Slide 14: Pershing Square USA (PSUS)
Pershing Square USA (“PSUS”, NYSE: PSUS) 14 AUM: [$5 to $10 billion] Fee-Paying AUM: In-line with AUM Subject to regulatory, tax, liquidity and other considerations applicable to PSUS or the Pershing Square Core Funds. PSUS pays PSCM a management fee, payable quarterly in advance on the first busine
Slide 15: PSLP / PSH Net Return and Illustrative 2.0% Fee Return
PSLP / PSH Net Return(1) (1.5% Mgmt. & 20%/16% Perf. Fee) Illustrative PSLP / PSH Net Return(2) (2.0% Mgmt. Fee only) 15 Note: All market and return data as of December 31, 2025. Past performance is not necessarily indicative of future results. All investments involve the possibility of profit and t
Slide 16: PSH Net Return and Illustrative 2.0% Fee Return
PSH Net Return(1) (1.5% Mgmt. & 16% Perf. Fee) Illustrative PSH Net Return(2) (2.0% Mgmt. Fee only) 16 Note: All market and return data as of December 31, 2025. Past performance is not necessarily indicative of future results. All investments involve the possibility of profit and the risk of loss, i
Slide 17: U.S.-Listed Equity Closed-End Fund Universe Comparison
U.S.-Listed, Equity Closed-End Fund (“CEF”) Universe2 Comparison of Illustrative Investment Performance 17 PSLP / PSH net returns, adjusted for PSUS’s fee structure of 2.0% management fees only, would have exceeded the median U.S.-listed, equity closed-end fund NAV net returns by 1,760 bps per annum
Slide 18: Illustrative Growth of $10,000 Investment
18 S&P 500 836% 9.4x Illustrative PSLP / PSH Net Return(2) (2.0% Mgmt. Fee only) 4,483% 45.8x PSLP / PSH Net Return(1) (1.5% Mgmt. & 20%/16% Perf. Fee) 2,644% 27.4x $10,000 invested in the illustrative PSLP / PSH strategy, under PSUS’s fee structure (2.0% management fees only), on January 1, 2004 wo
Slide 19: Structural Considerations: PSH vs PSUS
19 PSH’s offshore domicile and listing has presented certain structural challenges which we believe PSUS will avoid Structural Considerations: PSH vs PSUS Not permitted to market PSH in the U.S. Restricted access to U.S. retail investors PSH shares cannot be offered or sold to U.S. retail investors
Slide 20: Pershing Square Inc.
Pershing Square Inc.
Slide 21: Pershing Square Inc. Fee Structures
21 Management Fee: 1.5% of NAV Less HHH fees attributable to shares of HHH held by PSH Preferred Performance Fee: (First 5% of gross returns, net of management fees) x (16% performance fees) = 80bps of NAV high water mark Less 20% of PSUS management fees(1) LSE: PSH Fee-Paying AUM: $15 billion Base
Slide 22: Accelerated HHH Fee Revenue Growth
Accelerated HHH Fee Revenue Growth 22 Illustrative Year 1 vs. Year 10 HHH Fee Revenue: Note: For illustrative purposes only. Intended to illustrate the potential impact on HHH fee revenue implied by hypothetical increases in the HHH share price under the terms of our agreement assuming 2% inflation.
Slide 23: Illustrative Growth of $10,000 Investment
23 S&P 500 836% 9.4x Illustrative PSLP / PSH Net Return(2) (2.0% Mgmt. Fee only) 4,483% 45.8x PSLP / PSH Net Return(1) (1.5% Mgmt. & 20%/16% Perf. Fee) 2,644% 27.4x $10,000 invested in the illustrative PSLP / PSH strategy, under PSUS’s fee structure (2.0% management fees only), on January 1, 2004 wo
Slide 24: Illustrative Future Growth Opportunities
24 Illustrative Future Growth Opportunities Opportunistic Portfolio principally invested in U.S. Treasury bills with interest income to be deployed into investment opportunities with asymmetric payoff structures Allows investors to participate in Pershing Square’s asymmetric hedging strategy with ca
Slide 25: Step-Function Growth in Fee-Paying AUM from New Fund Launches
25 PSI can realize step-function growth in Fee-Paying AUM with the launch of a new $10 billion closed-end fund, whereas a similar amount of new capital raised is significantly less impactful for peers given their large existing scale Illustrative Impact of $10 Billion Fund on Fee-Paying AUM:(1) Peer
Slide 26: PSI's High-Margin Operating Model
26 Investment Professionals (#) 9 ~9 - 10 2,560 1,650 1,400 Fee-Paying AUM ($ bn) Per Investment Professional $2.3 ~$3.4 $0.4 $0.2 $0.4 Total Headcount (#) 48 ~50 5,285 4,250 N.A. Fee-Paying AUM ($ bn) Per Employee $0.4 ~$0.6 $0.2 $0.1 N.A. KPI: Peer 3 Publicly Traded Alternative Asset Management Pe
Slide 27: Pershing Square Investment Team
27 Pershing Square Investment Team Employee Education and Summary Prior Experience Career Experience (Years) PSCM Tenure (Years) Bill AckmanCEO / Portfolio Manager Investment Advisory Committee on Financial Markets (Federal Reserve Bank of NY) Gotham Partners, Co-Founder and Portfolio Manager (1992
Slide 28: Pershing Square Organization Chart
Pershing Square Organization Chart 28 Name (PSCM Tenure in Years) Note: As of March 9, 2026.
Slide 29: Pershing Square is Built to Last
Pershing Square is Built to Last 29 We believe Pershing Square’s highly tenured team, institutionalized investment process and permanent capital base substantially minimize key man risk Highly Experienced & Aligned Team Team stability and tenure differentiate Pershing Square from the industry Ryan I
Slide 30: Key Components of Pershing Square Inc.'s Value
30 Key Components of Pershing Square Inc.’s Value PSH (& PSLP & PSINTL) Fee Stream PSUS Fee Stream HHH Fee Stream 1 2 3 Plus: Balance Sheet Assets $718 million of HHH common stock (9 million shares x $79.77 HHH share price as of 12/31/2025) $20 million in net balance sheet cash as of 12/31/2025 Pers
Slide 31: Pro Forma Fee-Related Earnings
Pro Forma Fee-Related Earnings 31 We expect the PSUS IPO to materially increase PSI’s earnings base, with long-term growth driven by investment performance and the launch of new funds 2025 Fee-Related Earnings(1) $100 to $200 million Incremental Fee Revenue from PSUS(2,3) (Less $20 to $40 million of
Slide 32: Historical Earnings Growth
Historical Earnings Growth 32 PSI has grown its FRE at a high-teens growth rate annually over the last five years, principally driven by AUM growth from retained investment performance Fee-related earnings and distributable earnings are Non-GAAP financial measures. Refer to the Appendix in this pres
Slide 33: Key Drivers of a Premium PSI Valuation
Key Drivers of a Premium PSI Valuation 33 Earnings principally comprised of management fee-related earnings (“FRE”) Investors attribute higher multiples to earnings derived from stable, recurring management fees vs. more volatile performance fee earnings or investment income PSI’s preferred performa
Slide 34: Peer Valuations Impacted by Private Credit Concerns
Peer Valuations Impacted by Private Credit Concerns 34 Source: Public filings, Bloomberg. Peer group may not be representative of the full market in which we compete. Reflects median consensus NTM EPS estimates from Bloomberg, adjusted to include the impact of stock-based compensation expense. Peer
Slide 35: Pershing Square Minority Stake Sale in May 2024
Pershing Square Minority Stake Sale in May 2024 35 The investor group included institutions, family offices, and alternative asset management industry leaders Significant business progress has been made since May 2024 Strong investment performance in Core Funds with net returns of 18% – 21% as of De
Slide 36: Combined IPO Sum-of-the-Parts Value
Combined IPO Sum-of-the-Parts Value 36 IPO Price: $50 Per PSUS Share 1 Share of PSUS $50 NAV(1) per share Bonus interest in PSI: 0.20 Share of PSI Immediately post-IPO, PSUS and PSI shares will trade freely as two separate securities Per Share Value of PSI = Total Equity Value of PSI 400 Million PSI
Slide 37: Supplemental Performance Information
37 Supplemental Performance Information The performance information presented below is for: (i) Pershing Square Holdings, Ltd. (“PSH”), a Guernsey-registered closed-ended investment company; (ii) Pershing Square, L.P. (“PSLP”), a private investment fund organized as a Delaware limited partnership; a
Slide 38: Annualized Returns
38 Annualized Returns (Since PSLP Inception (January 1, 2004) and converted to PSH on the Conversion Date) Supplemental Performance Information (Cont’d) As of December 31, 2025 As of March 31, 2026
Slide 39: Annual Returns
39 Annual Returns Supplemental Performance Information (Cont’d) As of December 31, 2025 As of March 31,2026
Slide 40: Since PSH Inception and Since PSLP Inception
40 Since PSH Inception (December 31, 2012) Supplemental Performance Information (Cont’d) As of December 31, 2025 Since PSLP Inception (January 1, 2004) As of December 31, 2025 As of March 31, 2026 As of March 31, 2026
Slide 41: Since PSIL Inception
41 Since PSIL Inception (January 1, 2005) Supplemental Performance Information (Cont’d) As of December 31, 2025 Cumulative Annualized Returns As of December 31, 2025 As of March 31, 2026 As of March 31, 2026
Slide 42: Supplemental Performance Information: Annual Returns
42 Supplemental Performance Information (Cont’d) Annual Returns
Slide 43: Additional Disclaimer: Non-GAAP Financial Measures
43 Additional Disclaimer Non-GAAP Financial Measures This presentation includes certain financial information that is not presented in accordance with generally accepted accounting principles in the United States (“GAAP”), including, but not limited to, Fee Related Earnings and Distributable Earning
Slide 44: Fee-Related Earnings
44 Fee-Related Earnings Note: In periods following the offering, there will be contra-revenue in management fees associated with the non-cash amortization of the fair value of the bonus shares of our common stock delivered to PSUS investors. (1) We recognized a $292.8 million deferred asset for the
Slide 45: Fee-Related Earnings Reconciliation
45 Fee-Related Earnings Reconciliation Note: In periods following the offering, there will be contra-revenue in management fees associated with the non-cash amortization of the fair value of the bonus shares of our common stock delivered to PSUS investors. (1) PSCM pays the Subordinated Performance
Slide 46: Risk Considerations
46 Risk Considerations For a more complete discussion of the risks of investing in PSUS and PSI, see the sections entitled “Risk Factors” in each of the preliminary prospectuses. Capitalized terms used, but not defined herein, have the meanings set forth in the applicable preliminary prospectus. PSU
Slide 47: Risk Considerations (Cont'd)
47 Risk Considerations (Cont’d) Not a Complete Investment Program. An investment in PSUS’s PSUS Common Shares should not be considered a complete investment program. PSUS is intended for long-term investors seeking capital appreciation. An investment in PSUS is not meant to provide a vehicle for tho
Slide 48: Risk Considerations (Cont'd): PSI
48 Risk Considerations (Cont’d) PSI An investment in PSI carries a number of risks. In addition to all other information set out in PSI’s preliminary prospectus, the following specific factors should be considered when deciding whether to make an investment in the combined offering: Difficult global