{"url_path":"/sec/ps/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity Securities and Use of Proceeds","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-06-04","source_url":"https://www.sec.gov/Archives/edgar/data/2026053/0001193125-26-257665-index.html","accession_number":"0001193125-26-257665","cik":"0002026053","ticker":"PS","issuer_name":"PERSHING SQUARE INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2026053/0001193125-26-257665-index.html","primary_entity_key":"0002026053","primary_entity_name":"PERSHING SQUARE INC."},"word_count":424,"has_tables":true,"body_markdown":"Item 2. Unregistered Sales of Equity Securities and Use of Proceeds\n\nInitial Public Offering\n\nOn April 30, 2026, we and PSUS completed our Combined IPO, in which we issued 8,103,392 shares of our common stock. The PSUS Shares were offered at a public offering price of $50.00 per share, and we delivered to each initial investor in the PSUS IPO, for no additional consideration, 1 share of our common stock for every 5 PSUS Shares purchased in the PSUS IPO. The Combined IPO did not result in any proceeds to us. Citigroup Global Markets Inc., UBS Securities LLC, BofA Securities, Inc., Jefferies LLC, and Wells Fargo Securities, LLC acted as representatives of the underwriters for the Combined IPO.\n\nAll shares of our common stock issued in our Combined IPO were registered pursuant to the Registration Statement on Form S-1, which was declared effective by the SEC on April 28, 2026 (File No. 333-294165). The offering commenced on April 28, 2026 and was terminated after the sale of all securities registered pursuant to the Registration Statement. Because the shares of our common stock were offered for no consideration as a component part of a single offering, there is no aggregate price of the offering amount registered by us. We bore all costs associated with the offering of shares of our common stock, except that any underwriting fees in connection with the Combined IPO were paid by PSUS. The total expenses of the offering of our common stock, including registration, filing and listing fees, printing and legal and accounting expenses, but excluding the underwriting discounts and commissions to the underwriters of the PSUS IPO, was $32,000,000. No payments for such expenses were made directly or indirectly to (i) any of our officers or directors or their associates, (ii) any persons owning 10% or more of any class of our equity securities, or (iii) any of our affiliates. PSUS intends to invest the net proceeds of the PSUS IPO in accordance with its investment objective and policies.\n\nAs previously disclosed in our Current Report on Form 8-K, filed with the SEC on May 1, 2026, we also issued 16,643,862 shares of our common stock in the Combined Private Placement exempt from registration under the Securities Act of 1933, as amended, concurrently with the closing of the Combined IPO. Because the shares of our common stock were delivered for no consideration as a component of the Combined Private Placement, there is no aggregate offering price for the shares of our common stock delivered in the Combined Private Placement."}