Related Party Transactions |
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| Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Related Party Transactions | 4. RELATED PARTY TRANSACTIONS Management Fees The Company earns all of its management fees from the Pershing Square Funds and HHH. The Pershing Square Funds are considered related parties as PSCM manages their operations and makes investment decisions on their behalf as investment manager. HHH is considered a related party as an equity method investee. For the three and six months ended June 30, 2026, PSCM earned management fees from the Pershing Square Funds of $64,178,150 and $121,558,278 (2025: $50,160,964 and $102,363,333). PSCM may elect to waive the management fee with respect to certain partners or shareholders of the Pershing Square Funds in accordance with each Pershing Square Fund’s organizational documents. Pursuant to the HHH Services Agreement, for the three and six months ended June 30, 2026, PSCM reduced management fees for the Pershing Square Funds by $1,102,242 and $3,210,910 (2025: $700,624 and $700,624), which was calculated as the HHH Fees multiplied by the percentage of HHH’s shares outstanding held by the Pershing Square Funds that were attributable to fee-paying capital. For the three and six months ended June 30, 2026, PSCM earned a Base Management Fee of $3,786,000 and $7,572,000 (2025: $2,348,901 and $2,348,901) and a Variable Management Fee of $63,811 and $63,811 (2025: $540,114 and $540,114). The following table presents a summary of all sources of management fees:
PSCM received in advance the $3,786,000 HHH Base Management Fee for the three months ended September 30, 2026, which is recorded in deferred revenue as of June 30, 2026. Performance Fees / Allocations The Company earns all of its performance fees/allocations from PSH and the Private Funds, each of which is a related party. Generally, performance fees are paid annually and based on mark-to-market returns including realized and unrealized gains. Pershing Square Holdings, Ltd. PSCM receives a “Variable Performance Fee” from PSH in an amount equal to 16% of the NAV appreciation (before giving effect to accrued performance fees) attributable to the fee-paying shares of PSH above a high-water mark minus a fee reduction of (i) 20% of the performance fees earned by PSCM from non-PSH funds (PSLP and PSINTL) and (ii) 20% of management fees earned from any non-PSH funds that invest in public securities and do not charge performance fees (as of June 30, 2026, only PSUS; as of December 31, 2025, none). The Variable Performance Fee, if earned, is payable upon the occurrence of crystallization events, which include, but are not limited to, December 31 of each year and PSH’s payment of a dividend. Variable Performance Fees resulting from dividends are pro-rated to reflect the ratio of the dividend to PSH’s net asset value at the time the dividend is paid. Payment of the Variable Performance Fee is subject to a hold-back where 1% is held until completion of PSH’s financial statement audit. For the three and six months ended June 30, 2026, there was no Variable Performance Fee (2025: $502,149 and $552,270). As of June 30, 2026, no portion of the Variable Performance Fee remained receivable from PSH (December 31, 2025: $486,622,392). Pershing Square International, Ltd. PSCM receives a performance fee in connection with its services as investment manager to PSINTL (such performance fee, the “PSINTL Performance Fee”). The PSINTL Performance Fee is an amount equal to 20% of the increase, if any, in the net asset value (before performance fees) of each series and class of shares in PSINTL (except Class F and Class G as described below) above the net asset value for the fiscal year for which a performance fee was most recently payable. The board of directors of PSINTL may issue shares subject to a lower or no management fee and/or performance fee for members, partners, officers, managers, employees or affiliates of PSCM or other shareholders at the board of directors’ sole discretion. Class F shareholders are affiliates of PSCM or charitable entities directed, supported, or controlled by employees or affiliates of PSCM and are not charged a management fee or performance fee. Class G shares are subject to a PSINTL Performance Fee of 30% above an annual 5% hard hurdle (non-cumulative). For the three and six months ended June 30, 2026, there was no PSINTL Performance Fee (2025: $996,891 and $1,048,833). As of June 30, 2026, none of the PSINTL Performance Fee remained receivable from PSINTL (December 31, 2025: $10,708,077). Pershing Square, L.P. PSGP receives a performance allocation in connection with its services as the general partner to PSLP. At the end of each fiscal year or upon investor withdrawals, for each PSLP limited partner’s capital account that has been allocated net income, a performance allocation shall be made to the capital account of PSGP (the “PSLP Performance Allocation”). Tranche A limited partnership interests are subject to a PSLP Performance Allocation of 20% and Tranche G limited partnership interests are subject to a PSLP Performance Allocation of 30% above an annual 5% hard hurdle (non-cumulative), in each case reduced by the balance of such limited partner’s loss carry forward account (if any). For the three and six months ended June 30, 2026, the PSLP Performance Allocation was $1,107 (2025: $922,410 and $922,567). The Company has no direct equity interest in PSGP, and as a result, all income from PSGP is reflected in net income attributable to non-controlling interest. PSGP may, in its sole discretion, elect to waive the PSLP Performance Allocation with respect to any limited partner of PSLP. Variable Compensation Agreement Per the Variable Compensation Agreement between CompCo, PSCM and PS Holdco (the “VCA”), PS Holdco was entitled to receive from PSCM the following performance fee amounts: (i) with respect to PSH, an amount equal to the 16% performance fee that would have been earned if PSH had experienced a net of management fee return of 5% per year above its high-water mark; and (ii) with respect to PSINTL, an amount equal to the 20% performance fee that would have been earned if PSINTL experienced a net of management fee return of 5% per year above its high-water mark less the portion of such performance fee that would offset performance fees payable by PSH ((i) and (ii) collectively the “Preferred Performance Fee”). Further, per the VCA, CompCo was entitled to receive from PSCM the following amounts, in each case solely to the extent such amount exceeded the Preferred Performance Fee PS Holdco received from PSCM and net of any applicable taxes: (i) with respect to PSH, all performance fees received from PSH, inclusive of the portion of management fees and performance fees received from PSINTL that offset performance fees payable by PSH, and (ii) with respect to PSINTL, all performance fees received from PSINTL, exclusive of the portion of such performance fees that would offset performance fees payable by PSH ((i) and (ii) collectively the “Subordinated Performance Fee”). The VCA was terminated in connection with the Combined Transaction and PSCM issued profits interests to the Company (the “Preferred Profits Interest”) and to CompCo (the “Subordinated Profits Interest”). The terms of the Preferred Profits Interest and the Subordinated Profits Interest generally provide for the same calculation of Preferred Performance Fees and Subordinated Performance Fees, and the same allocation of such fees between the Company and CompCo, as previously provided by the VCA. For the six months ended June 30, 2026, there was no Preferred Performance Fee or Subordinated Performance Fee (2025: $1,601,103, and $0, respectively). Both the Preferred Performance Fee and Subordinated Performance Fee are recognized in revenue and are part of the amounts disclosed in “Performance Fees / Allocations” above. The Preferred Performance Fee is retained by the Company and is available for distribution to shareholders. As CompCo is a vehicle used to compensate partners and employees, the Company considers its relationship with CompCo to be a service contract. Prior to the Combined Transaction, the Subordinated Performance Fee, if earned, was recorded in profit-sharing partner compensation. Subsequent to the Combined Transaction, the Subordinated Performance Fee, if earned, will be recorded in employee compensation and benefits. Affiliates Fee Rebate Prior to April 30, 2026, management fees and performance fees paid through the PSH public shares held by PSCM’s partners, employees and certain of their affiliated entities were rebated (the “Affiliate Rebate”) to such shareholders on a quarterly basis for management fees and on an annual basis for crystallized performance fees through an allocation of part of PSPG’s distribution from PS Holdco to the affiliated PSH shareholders. The Affiliate Rebate was recognized by PSCM as an expense paid by PSPG on PSCM’s behalf. For the three and six months ended June 30, 2026, the Affiliate Rebate totaled $12,117,456 and $26,592,930 (2025: $12,658,460 and $24,269,983). As of June 30, 2026, there was no remaining Affiliate Rebate payable (December 31, 2025: $24,143,741). Office Space License Prior to January 1, 2026, PSCM licensed a portion of its office space to Mr. Ackman’s family office, TABLE, under a license agreement. For the three and six months ended June 30, 2025, TABLE paid $294,869 and $589,738 for office space, which is included in other income. The agreement also granted TABLE the use of a designated portion of PSCM’s office space and certain office-related services, including information technology and general administrative services. Following January 1, 2026, only certain office-related services were still used by TABLE. For the three and six months ended June 30, 2026, TABLE paid $94,089 and $158,455 (2025: $134,079 and $268,159) for office-related services, which is included in other income. Ownership in Landlord Entity Georgetown Eleventh Avenue Owners, LLC (the “Landlord”), owns the building in which PSCM rents office space. Mr. Ackman and certain of Mr. Ackman’s affiliates are indirectly invested in the Landlord. PSH Share Agreement On December 15, 2025, the Company entered into a PSH Share Agreement with Mr. Ackman and certain other affiliates (together with Mr. Ackman, the “Shareholders”) for no consideration, pursuant to which each Shareholder granted the Company the right, but not the obligation, to acquire from such Shareholder a certain percentage of the outstanding ordinary shares of PSH (the “Subject PSH Shares”) in exchange for shares in the Company at an agreed upon ratio (the “PSH Share Acquisition”). As of June 30, 2026, the Subject PSH Shares represented approximately 26% of the total number of PSH shares issued and outstanding. Pursuant to the PSH Share Agreement, the Company has the right to consummate the PSH Share Acquisition at any time on or after the ninth anniversary, and on or before the tenth anniversary, of the Corporate Conversion. As such, no PSH shares were acquired as of June 30, 2026. |
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