PERSHING SQUARE INC.
For the period ended Jun 30, 2026. Filed Aug 13, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 13, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Table of Contents
| Page | |
|---|---|
| Part I – FINANCIAL INFORMATION | 6 |
| Item 1. Financial Statements | 6 |
| Consolidated Statements of Financial Condition (Unaudited) | 6 |
| Consolidated Statements of Operations (Unaudited) | 7 |
| Consolidated Statements of Changes in Equity (Unaudited) | 8 |
| Consolidated Statements of Cash Flows (Unaudited) | 10 |
| Notes to the Consolidated Financial Statements (Unaudited) | 12 |
| Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 37 |
| Item 3. Quantitative and Qualitative Disclosures About Market Risk | 67 |
| Item 4. Controls and Procedures | 67 |
| Part II – OTHER INFORMATION | 69 |
| Item 1. Legal Proceedings | 69 |
| Item 1A. Risk Factors | 69 |
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 69 |
| Item 3. Defaults Upon Senior Securities | 69 |
| Item 4. Mine Safety Disclosures | 69 |
| Item 5. Other Information | 69 |
| Item 6. Exhibits | 70 |
| SIGNATURES | 71 |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including statements regarding our growth strategies, including any plans to launch new funds or complete transactions that increase our permanent capital or expectations about opportunistic inorganic AUM (as defined below) growth; our future results of operations, financial condition or liquidity; our plans regarding dividend payments; and our plans for equity compensation, made in this Quarterly Report are forward-looking statements. In some cases, you can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “trends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. Forward-looking statements reflect management's current expectations and are inherently uncertain. We caution investors that such statements are subject to risks and uncertainties, many of which are difficult to predict and generally beyond our control, that could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-looking statements. Some of the factors that could cause actual results to differ include, but are not limited to, the following:
difficult global market, economic or geopolitical conditions affecting our investment performance and business;
operating performance challenges for certain investments held by our funds or HHH (as defined) arising from a period of economic slowdown, which may occur across one or more industries, sectors or geographies;
loss of services of our Founder, Chief Investment Officer and other key personnel;
our substantial dependence upon our investment management agreements (each, an “IMA”) with PSH and PSUS and the HHH Services Agreement (each as defined below), each of which may be terminated under certain circumstances;
an investment in our common stock is not an investment in our funds or HHH, and their returns should not be considered as indicative of returns expected on our common stock;
intense competition in all aspects of our business, including attracting and retaining talented professionals;
financial harm due to employee misconduct and damage to our reputation;
extensive regulation of our business which affects our activities and creates the potential for significant liabilities and penalties and the possibility of increased regulatory focus resulting in additional burdens on our business;
changing regulations regarding derivatives and commodity interest transactions;
scrutiny from regulators, elected officials, investors and other stakeholders with respect to environmental, social and governance matters, which may constrain investment opportunities for our funds and harm our brand and reputation;
climate change, and climate change and sustainability-related legislation and regulation, business trends and physical impacts, which could adversely affect our business and the operations of our funds, and any actions we take or fail to take in response to such matters, which could damage our reputation;
cybersecurity and data protection risks, including failure or alleged failure to comply with applicable data and privacy laws and regulations, which could subject us to regulatory actions, increased costs and financial losses;
use of artificial intelligence technology by us or third parties which could lead to the exposure of our data or other adverse effects and more effective threat actors;
substantial risks of litigation and regulatory proceedings which may result in significant liabilities and damage to our professional reputation as well as negative publicity;
our ability to maintain sufficient insurance to cover us for potential litigation or other risks;
risk that if Pershing Square Inc. were deemed an "investment company" under the 1940 Act (as defined below), applicable restrictions could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business;
poor performance of our funds which would cause a decline in our revenues, results of operations and cash flows;
decreases in the market capitalization of HHH or our failure to realize the anticipated benefits of the HHH Transaction (as defined below);
concentration of investments in our funds and our other vehicles, which can exacerbate volatility and investment risk;
risk that our investment strategies, including with respect to any future funds we may launch, may not be successful and our failure to identify suitable investment opportunities, including the risk that our due diligence may not reveal all relevant facts in connection with such investment;
our funds and investments in companies that we do not control, which expose us to the risk of decisions made by others with whom we may not agree;
our risk management activities may not be successful and, in some cases, may negatively impact our business;
our foreign investments may be subject to various risks;
our trading orders may not be executed in a timely fashion;
our reliance on third-party service providers for certain aspects of our business;
changes in relevant tax laws, regulations or treaties or an adverse interpretation of these items by tax authorities;
ManagementCo (as defined below) controls us and its interests may conflict with ours or yours in the future;
our share structure involving a Special Voting Share (as defined below); and
sufficiency of funds to pay dividends or other distributions on our common stock.
These risks and uncertainties, as well as other risks and uncertainties that could cause our actual results or outcomes to differ significantly from management's expectations, are described in greater detail in the section entitled “Risk Factors” of our prospectus (the “IPO Prospectus”) filed with the Securities and Exchange Commission (the “SEC”) on April 30, 2026 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (the “Securities Act”), relating to our Registration Statement on Form S-1 (File No. 333-294165) (the “Registration Statement”), as updated by our periodic filings with the SEC, including Part II. Item 1A. Risk Factors of this Quarterly Report. The forward-looking statements included in this Quarterly Report speak only as of the date hereof or as of the date they are made, as applicable. We undertake no obligation to update any "forward-looking statement" made in this Quarterly Report, whether as a result of new information, changed assumptions, the occurrence of unanticipated events, changes to future operating results or otherwise, except as required by law.
WEBSITE AND SOCIAL MEDIA DISCLOSURE
We may use our website at www.pershingsquareinc.com and/or social media outlets, such as our X account (@PershingSquare) and our LinkedIn account (www.linkedin.com/company/pershingsquare) as distribution channels of important company information for purposes of Regulation FD. In addition, Mr. William Ackman, our Founder and Chief Executive Officer, may use his X account (@BillAckman) as a means of publicly disseminating current information about the Company and the core funds from time to time, including information about new and disposed of investments and hedges, as well as his views on macroeconomic, geopolitical and other developments. The information we or Mr. Ackman post through these channels may be deemed material company information, and we intend to use Mr. Ackman’s X account for purposes of Regulation FD. Accordingly, investors should monitor these channels, in addition to following our press releases, SEC filings and public conference calls and webcasts. In addition, you may automatically receive email alerts and other information about the Company when you enroll your email address by visiting our website at www.pershingsquareinc.com. The contents of our website, any alerts and social media channels are not, however, a part of this Quarterly Report.
CERTAIN DEFINITIONS
As used in this Quarterly Report, “Pershing Square,” the “Company,” the “Partnership,” “our company,” “we,” “us” and “our” refer to Pershing Square Holdco, L.P. and its consolidated subsidiaries prior to the Corporate Conversion (as defined below) and following the Corporate Conversion, to Pershing Square Inc. (“PS Inc.”) and its consolidated subsidiaries, including Pershing Square Capital Management, L.P. (“PSCM”). In addition, unless otherwise noted or the context requires otherwise, the following terms have the following meanings:
“1940 Act” means the Investment Company Act of 1940, as amended.
“assets under management” or “AUM” means, with respect to our core funds, the net assets of our core funds as calculated in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) or International Financial
Reporting Standards (“IFRS”), as applicable, while adding back the principal value of PSH’s outstanding bonds. Assets under management or AUM means, with respect to HHH, the market capitalization of HHH plus its net mortgages, notes, and loans payable as disclosed in its most recent report filed with the SEC;
“Combined IPO” refers collectively to the initial public offering of shares of our common stock together with the initial public offering of PSUS Shares (“PSUS IPO”), which were component parts of a single offering consummated on April 30, 2026;
“Combined Private Placement” refers collectively to the offer and sale of PSUS Shares in a private placement transaction exempt from registration under the Securities Act (the “PSUS Private Placement”) and the offer and sale of shares of our common stock in a private placement transaction exempt from registration under the Securities Act, both of which were consummated on April 30, 2026;
“Combined Transaction” refers collectively to the Combined IPO and the Combined Private Placement;
“CompCo” refers to PS CompCo, LLC, a Delaware limited liability company, in which our investment professionals and certain other employees own interests, and, following the Corporate Conversion, is a limited partner of PSCM;
“core funds”, “funds” or “Pershing Square Funds” refers collectively to PSLP, PSINTL, PSH and, following the Combined Transaction, PSUS;
“Corporate Conversion” refers to the statutory conversion of Pershing Square Holdco, L.P., a Delaware limited partnership, into Pershing Square Inc., a Nevada corporation, which became effective April 28, 2026;
“Deferred Asset - PS Inc. IPO Shares” refers to the deferred asset recognized by PS Inc. for its common stock delivered, for no additional consideration, to each initial investor in the PSUS IPO and each private placement investor in connection with the Combined Transaction;
“fee-paying assets under management,” “Fee-Paying AUM” or “FPAUM” means, with respect to our core funds, the AUM we manage and earn a performance fee and/or management fee from, and, with respect to HHH, the market capitalization of HHH;
“HHH” refers to Howard Hughes Holdings Inc., a Delaware corporation (NYSE: HHH);
“HHH Services Agreement” refers to the Services Agreement, dated May 5, 2025, by and between HHH and PSCM, pursuant to which HHH has agreed to pay PSCM certain fees in consideration of the investment advisory and other services we provide to HHH;
“Howard Hughes Transaction” or “HHH Transaction” refers collectively to the transactions contemplated by the Share Purchase Agreement, dated May 5, 2025, by and between HHH and Pershing Square Holdco, L.P., and related agreements, including (i) the HHH Services Agreement, (ii) the Shareholder Agreement, dated May 5, 2025, by and between HHH, Pershing Square Holdco, L.P. and PSCM, (iii) the Standstill Agreement, dated May 5, 2025, by and between HHH and Pershing Square Holdco, L.P. and (iv) the Registration Rights Agreement, dated May 5, 2025, by and between HHH, Pershing Square Holdco, L.P., Pershing Square, L.P., Pershing Square Holdings, Ltd. and Pershing Square International, Ltd.;
“ManagementCo” refers to Pershing Square Management, LLC, an entity managed by members of our senior management, and is the managing member of PSPG (as defined below);
“Net Asset Value” or “NAV,” means, with respect to PSH, net assets, calculated as total assets less total liabilities, in accordance with IFRS. “Net Asset Value” or “NAV,” means, with respect to PSLP and PSINTL, the net assets of each such fund, calculated as total assets less total liabilities (including any accrued performance fee or incentive allocation) and, with respect to PSUS, its net assets, calculated as securities, cash and other assets (including interest accrued but not collected) less all liabilities (including accrued expenses, the liquidation preference of any outstanding preferred shares and dividends payable), in each case, in accordance with GAAP;
“permanent capital” means capital that is not subject to withdrawal or redemption at the option of the fund investor or stockholder;
“permanent capital AUM” refers to the portion of Fee-Paying AUM that is not subject to withdrawal or redemption at the option of the fund investor or stockholder;
“PSH” refers to Pershing Square Holdings, Ltd., a Guernsey limited liability company, which commenced investing on December 31, 2012 and has its shares admitted to trading on the London Stock Exchange;
“PSINTL” refers to Pershing Square International, Ltd., a Cayman Islands exempted company, which commenced investing in January 2005;
“PSLP” refers to Pershing Square, L.P., a private investment fund organized as a Delaware limited partnership, which commenced investing in January 2004;
“PSPG” refers to Pershing Square Partner Group, LLC, a Delaware limited liability company, which directly holds shares of our common stock underlying the M Units (as defined below);
“PSUS” refers to Pershing Square USA, Ltd., a Delaware statutory trust, which consummated its initial public offering of PSUS Shares on April 30, 2026 as part of the Combined IPO, and has its shares admitted to trading on the New York Stock Exchange (“NYSE”);
“PSUS Shares” refers to common shares of beneficial interest of PSUS;
“Special Voting Share” refers to the share of our authorized preferred stock held by ManagementCo, which will have 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 the holder then has voting power, to give the holder a majority of the aggregate voting power of the Special Voting Share and the then-outstanding shares of our common stock; and
“Strategic Investment” refers to the transaction consummated on May 31, 2024 pursuant to which a consortium of strategic investors (the “Strategic Investors”) acquired minority interests in our business.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.