PERSHING SQUARE HOLDCO, L.P.

S-11 ny20040230x14_s1.htm S-1

As filed with the Securities and Exchange Commission on March 10, 2026.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Pershing Square Holdco, L.P.

to be converted as described herein to a corporation named

(Exact Name of Registrant as Specified in its Charter)

787 Eleventh Avenue

9th Floor

New York, New York 10019

Telephone: (212) 813-3700

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Halit Coussin

787 Eleventh Avenue

9 th Floor

New York, New York 10019

Telephone: (212) 813-3700

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after the Registration Statement is declared effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

Pershing Square Holdco, L.P., the registrant whose name appears on the cover of this registration statement on Form S-1 (this “Registration Statement”), is a Delaware limited partnership. Prior to the effectiveness of each of this Registration Statement and the PSUS Registration Statement (as defined below), Pershing Square Holdco, L.P. will convert into a Nevada corporation pursuant to a statutory conversion and change its name to Pershing Square Inc. This conversion is referred to throughout the prospectus included in this Registration Statement as the “Corporate Conversion.” Except as disclosed in the prospectus included in this Registration Statement, the historical consolidated financial statements and summary historical consolidated financial information and other financial information included in this Registration Statement are those of Pershing Square Holdco, L.P. or its predecessor Pershing Square Capital Management, L.P., as described in the section captioned “Financial Statement Presentation” in the prospectus included in this Registration Statement, and do not give effect to the Corporate Conversion. Shares of the common stock of Pershing Square Inc. are being offered by the prospectus included in this Registration Statement.

This initial public offering of common stock of Pershing Square Inc. (“this offering”), together with the initial public offering (the “PSUS IPO”) of common shares of beneficial interest (the “PSUS Shares” and each, a “PSUS Share”) of Pershing Square USA, Ltd. (“PSUS”), a Delaware statutory trust, as contemplated by the registration statement on Form N-2 (File Nos. 333- and 811-23932) (the “PSUS Registration Statement”), are component parts of a single offering, which we refer to as the “combined offering.” PSUS is a non-diversified, closed-end investment company that is registered under the Investment Company Act of 1940, as amended. Our wholly owned subsidiary, Pershing Square Capital Management, L.P., serves as the investment manager of PSUS. The PSUS Shares are being offered at a public offering price of $50.00 per share. We currently expect to deliver to each initial investor in the PSUS IPO, for no additional consideration, 20 shares of our common stock for every 100 PSUS Shares purchased in the PSUS IPO, including any PSUS Shares acquired by the underwriters in the PSUS IPO in connection with the exercise of their option to purchase additional PSUS Shares, as described in the prospectus of PSUS. Each investor in the PSUS IPO will be delivered the prospectus of PSUS and the prospectus of Pershing Square Inc.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS, DATED MARCH 10, 2026

(par value $0.001)

This prospectus is being provided to you along with the separate prospectus (“PSUS Prospectus”) of Pershing Square USA, Ltd. (“PSUS”) related to the proposed distribution (together with related transactions, the “PSUS IPO”) of common shares of beneficial interest of PSUS (the “PSUS Shares” and each, a “PSUS Share”) at a public offering price of $50.00 per share. This offering and the PSUS IPO are component parts of a single offering, which we refer to as the “combined offering.” PSUS is a non-diversified, closed-end investment company that is registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Our wholly owned subsidiary, Pershing Square Capital Management, L.P., serves as the investment manager of PSUS.

We are issuing our shares in this offering only to the initial investors in the PSUS IPO. We currently expect to deliver to each initial investor in the PSUS IPO, for no additional consideration, 20 shares of our common stock for every 100 PSUS Shares purchased in the PSUS IPO, including any PSUS Shares acquired by the underwriters in connection with the exercise of their option to purchase additional PSUS Shares, as described in the accompanying PSUS Prospectus. The combined offering will not result in any proceeds to us.

Prior to the combined offering, there has been no public market for our common stock. We have applied to list our shares of common stock on the New York Stock Exchange (the “NYSE”) under the trading symbol “PS” concurrently with the listing on the NYSE of the PSUS Shares in connection with the PSUS IPO. Shares of our common stock and the PSUS Shares will each trade separately on the NYSE, and investors may freely sell each security separately.

PSUS has secured $2.8 billion in commitments (which includes the $100 million common shares investment we have agreed to make) from a number of qualified investors (the “private placement investors”) consisting of U.S. and international institutional investors, including family offices (30%), pension funds (25%), insurance companies (22%), ultra-high-net-worth investors (12%) and other investors (11%), that have agreed to acquire an aggregate of 55.6 million PSUS Shares at a price of $50.00 per share in a private placement transaction (the “PSUS Private Placement”) exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). We will deliver to each private placement investor, for no additional consideration, 30 shares of our common stock for every 100 PSUS Shares purchased in the PSUS Private Placement, for an aggregate of 16.7 million shares of our common stock, in a private placement transaction exempt from registration under the Securities Act (the “PS Private Placement” and together with the PSUS Private Placement, the “combined private placement”). We refer to the combined private placement and the combined offering together as the “combined transaction.” The agreements with the private placement investors provide that the combined private placement will be settled concurrently with, and will be contingent upon, the closing of the combined offering and the satisfaction of other customary closing conditions. PSUS currently expects to raise between $5 billion and $10 billion in the combined transaction, consisting of the $2.8 billion in the PSUS Private Placement and between $2.2 billion and $7.2 billion, respectively, in the PSUS IPO. See “Unaudited Pro Forma Consolidated Financial Information.”

Upon completion of the combined transaction, certain members of our senior management will initially own, directly or indirectly, % of the outstanding shares of our common stock (or % if the underwriters in the PSUS IPO exercise in full their option to purchase additional PSUS Shares as described in the accompanying PSUS Prospectus). PS Holdco GP Managing Member, LLC (“ManagementCo”), an entity managed by these members of our senior management, will have voting power over some or all of these shares, and as a result, will initially have voting power over % of our outstanding common stock (or % if the underwriters in the PSUS IPO exercise in full their option to purchase additional PSUS Shares). As a result, upon completion of the combined transaction, we will be a “controlled company” within the meaning of the corporate governance standards of the NYSE. See “Summary—Implications of Being a Controlled Company.”

In addition, we have implemented a special voting arrangement that would have no impact for so long as ManagementCo continues to have the power to vote a majority of our common stock, but, in the event this were no longer the case, would protect our firm from change of control events, such as the risk that changes in the ownership of our voting securities could be deemed to have resulted in an “assignment” of our investment management agreements under the 1940 Act or the Investment Advisers Act of 1940, as amended, or a “change of control” under the indentures governing the senior notes of Pershing Square Holdings, Ltd. More specifically, ManagementCo will hold a Special Voting Share (as defined herein) that has no economic rights and has voting power (which shall in no event be less than one vote) equal to that number of votes required, when taken together with the aggregate voting power of the shares of our common stock over which ManagementCo then has voting power, to give ManagementCo a majority of the aggregate voting power of the Special Voting Share and the then-outstanding shares of our common stock. See “Description of Capital Stock—Preferred Stock—Special Voting Share.” Because the shares of our common stock over which ManagementCo will initially have voting power will provide it with in excess of a simple majority of the voting power of the outstanding shares of our common stock, the Special Voting Share will initially provide only a single additional vote to ManagementCo.

We are an “emerging growth company” as defined under the federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements. See “Summary—Implications of Being an Emerging Growth Company.”

In reviewing this prospectus, you should carefully consider the matters described in the section titled “Risk Factors” beginning on page 30 of this prospectus.

The underwriters expect to deliver the shares of our common stock to the initial investors in the PSUS IPO in New York, New York on or about , .

The date of this prospectus is , 2026