Pershing Square USA, Ltd.

Pershing Square USA, Ltd., a Delaware statutory trust, is a closed-end investment company that is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and managed by its investment manager, Pershing Square Capital Management, L.P. (“PSCM” or the “Manager”). The Company has not commenced investment operations. The Manager has chosen to operate its investment strategy in a 1940 Act registered closed-end investment company because it believes that this corporate structure offers a tax-efficient investment vehicle for the Manager to implement its strategy, as companies that qualify as regulated investment companies (“RICs”) under Subchapter M of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), generally are not subject to U.S. federal income tax. It is possible the Company may decide to retain some or all of its net capital gains, and to designate the retained amount as a “deemed distribution.” In that case, among other consequences, the Company will pay corporate-level tax on the retained amount, Investors will be required to include their share of the deemed distribution in income as if it had actually been distributed to them, and Investo…

424B4 · 2026-04-30 · 0001140361-26-018104

Company description from the cited filing.