v3.26.1
Subsequent Events
3 Months Ended
Mar. 31, 2026
Subsequent Events [Abstract]  
Subsequent Events
11.
SUBSEQUENT EVENTS

The Partnership has evaluated the need for disclosures and/or adjustments resulting from subsequent events. This evaluation did not result in any additional subsequent events that necessitated disclosure and/or adjustment other than as disclosed below.

Initial Public Offering and Private Placement

On April 30, 2026, PS Inc., the successor reporting entity to PS Holdco, completed an IPO of shares of its common stock as part of a combined offering with the PSUS IPO. Additionally, in connection with the closing of the Combined IPO, PS Inc. and PSUS closed the Combined Private Placement of PSUS Shares and shares of PS Inc. common stock. Gross proceeds to PSUS from the Combined Transaction, before deducting sales loads, placement fees and other offering expenses, was $5 billion, although PS Inc. did not receive any proceeds from the Combined Transaction. PS Inc. issued 24,747,254 shares of its common stock to investors in the Combined Transaction for no additional consideration. The relative fair value of shares issued by PS Inc. of $910.8 million will be recognized as a deferred asset consistent with ASC 606.

As part of the Combined Transaction, PS Holdco and its owners completed a restructuring that included the following steps:

PS Holdco converted to a Nevada corporation by means of a statutory conversion and changed its name to Pershing Square Inc. effective April 28, 2026 (NYSE: PS);
The limited partnership interests of PS Holdco held by PSPG, the Strategic Investors and our other pre-IPO owners were converted into shares of common stock of PS Inc.;
The issuance of PS Inc. shares of common stock in the Combined Transaction was accompanied by a contribution to PS Inc. of an equal number of shares of PS Inc. common stock by PSPG and our other pre-IPO owners excluding the Strategic Investors;
The board of directors of Holdco GP became the board of directors of PS Inc.; and
The non-economic interest of Holdco GP was converted into a special voting share in PS Inc., and following the dissolution of Holdco GP immediately thereafter, ManagementCo became the holder of the special voting share.

Concurrently with the Combined Transaction, the following stock-based awards were issued by PS Inc.:

97.8 million units (“M Units”) that are redeemable, subject to vesting and certain other conditions, for shares of PS Inc. common stock held by PSPG. The grant-date fair value of the M Unit awards was $2,287.4 million. The shares of PS Inc. common stock associated with this grant are included in PS Inc.’s current 400 million total shares outstanding.
2.6 million shares of PS Inc. common stock to certain LTIP Partners that were immediately vested upon the occurrence of the Combined Transaction. The grant-date fair value of these awards was $61.0 million. The shares of PS Inc. common stock associated with this grant are included in PS Inc.’s current 400 million total shares outstanding.
2.8 million of restricted stock units (“RSUs”) to employees and other service providers. Shares of PS Inc. common stock will be issuable upon settlement of such RSUs, contingent upon the satisfaction of the vesting conditions set forth in the corresponding RSU award agreements. The grant-date fair value of the RSU awards was $58.8 million.

Loans Payable

In connection with the IPO, on April 29, 2026, PSCM fully repaid all outstanding loan balances and closed both the 2014 Line of Credit and 2021 Line of Credit. On April 30, 2026, PS Inc. entered into a credit agreement with a syndicate of banks, led by Bank of America, N.A., that included the following:

A 3-year, $100 million term loan; and
A revolving credit facility under which PS Inc. has a maximum borrowing capacity of $250 million. As of the filing date of these financial statements, PS Inc. has drawn $134.8 million on the revolving credit facility.

Both the term loan and the revolving credit facility are subject to an interest rate of SOFR +1.75%. Additionally, PS Inc. incurred $2,240,000 of costs related to the credit agreement, $1,925,000 of which will be deferred and recognized as expense over the 3-year term.

Vantage Group Holdings Ltd.

On June 4, 2026, HHH completed its acquisition of Vantage Group Holdings Ltd. In connection with this acquisition, Marc Grandisson, former CEO of Arch Capital Group Ltd., agreed to serve as a strategic adviser to PS Inc. and its affiliates, including PSCM, effective March 5, 2027. As compensation for these services, PS Inc. agreed to grant Mr. Grandisson 400,000 RSUs on April 1, 2027. These RSUs will vest over approximately a three year period ending on February 1, 2030.