Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2026

These unaudited consolidated financial statements (the “Consolidated Financial Statements”) have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the Consolidated Financial Statements. The Consolidated Financial Statements include the accounts of PS Inc., its subsidiaries, and entities in which PS Inc. or a consolidated subsidiary is deemed to be the primary beneficiary. All intercompany transactions and balances have been eliminated in consolidation.

These Consolidated Financial Statements should be read in conjunction with the audited consolidated financial statements and notes included in our IPO Prospectus filed with 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).

All amounts are stated in U.S. dollars. The following is a summary of the significant accounting and reporting policies used in preparing the Company’s Consolidated Financial Statements.

Use of Estimates

The preparation of the Company’s Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and the amounts of income and expenses during the reported period. While management believes that the estimates utilized in preparing the Consolidated Financial Statements are reasonable and prudent, actual results could differ from those estimates.

Consolidation

PS Inc. consolidates all subsidiaries in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, Consolidation (“ASC 810”). The assets, liabilities and results of operations of all subsidiaries are included in the Company’s Consolidated Financial Statements. The Company does not have any variable interests in variable interest entities (“VIEs”) that are not consolidated.

Consolidated Entities

As of June 30, 2026, the accounts of the Company include PS Inc. and the following consolidated legal entities:

•

PSCM, as a 100% owned subsidiary.

•

PSCM GP, as a 100% owned subsidiary.

•

Pershing Square PSUS Holdings, LLC (“PSUS Holdings”), as a 100% owned subsidiary, which holds the Company’s investments in PSUS.

•

Pershing Square HHH Holdings, LLC (“HHH Holdings”), as a 100% owned subsidiary of PSCM, which holds the Company’s investment in HHH.

•

West Side Services, LLC as a 100% owned subsidiary of PSCM related to certain of its office operations.

•

Pershing Square GP, LLC (“PSGP”), the general partner of PSLP, as a VIE despite the Company not holding any direct equity interests.

From its formation on November 28, 2023 until its IPO on April 30, 2026, PSUS was a 100% owned and consolidated subsidiary of PSCM. Throughout this period, PSCM purchased PSUS Shares to provide PSUS with operating capital. Upon closing of the Combined Transaction, the Company’s ownership of PSUS dropped to 4.0%. As a result, the balances of PSUS were deconsolidated on April 30, 2026, and the retained investment was recognized at fair value resulting in a gain of $15,996,659, which was recorded in other income.

VIEs

In accordance with ASC 810, PS Inc. consolidates all entities that it, or any of its subsidiaries, control either as the primary beneficiary of a VIE or through a majority voting interest. The Company identifies VIEs it must consolidate by evaluating (i) whether it holds a variable interest in an entity, (ii) whether the entity is a VIE, and (iii) whether the Company’s involvement would make it the primary beneficiary. Entities that do not qualify as VIEs are generally assessed for consolidation as voting interest entities (“VOEs”). Under the VOE model, the Company consolidates those entities for which it holds a majority voting interest.

In evaluating whether the Company holds a variable interest in an entity, fees received from the entity (including management fees and performance fees) that are customary and commensurate with the level of services provided are not considered variable interests where the Company does not also hold other economic interests in the entity that would absorb more than an insignificant amount of the expected losses or returns of the entity.

If there are entities where the Company holds a variable interest, the Company must then determine whether each entity qualifies as a VIE and, if so, whether the Company is the primary beneficiary. A VIE is a corporation, partnership, limited liability company, trust or other legal structure used to conduct activities or hold assets that has: (i) insufficient equity to carry out its principal activities without additional subordinated financial support, (ii) a group of equity owners that lack the power to direct its activities that significantly impact economic performance, or (iii) a group of equity owners that do not have the obligation to proportionally absorb losses or the right to proportionally receive returns generated by its operations.

In evaluating whether the Company is the primary beneficiary of a VIE, the Company evaluates its economic interests in the entity held either directly or indirectly. VIEs are consolidated when an entity, as the primary beneficiary, holds a controlling financial interest in the VIE. An enterprise is deemed to have a controlling financial interest in a VIE if (i) the enterprise has the power to direct the activities of a VIE that impacts the economic performance and (ii) the enterprise has the obligation to absorb losses, or the right to receive benefits that could potentially be significant to the VIE.

PSGP

The Company, despite not holding any direct equity interests in PSGP, has concluded that PSGP is a VIE and should be consolidated. PSCM compensates its personnel using the performance allocations received by PSGP, and PSCM is exposed to variability in the expected losses or returns of PSGP and holds a variable interest in PSGP. PSCM, as investment manager of the Pershing Square Funds, has the power to direct the activities of PSGP that most significantly impact its economic performance (i.e., PSGP’s receipt of performance allocations from PSLP), and PSCM is the primary beneficiary of such economic performance as a result of using PSGP’s performance allocations to compensate PSCM’s personnel.

The following tables summarize the consolidated balances of PSGP:


Summarized Financial Information - Pershing Square GP, LLC	June 30, 2026		December 31, 2025
Statements of Financial Condition
Assets
Investment in Pershing Square, L.P., at fair value	$	56,820,724	$	79,288,239
Due from affiliates		—		11,800,000
Total assets	$	56,820,724	$	91,088,239
Liabilities and Equity
Accrued compensation and benefits	$	8,579,607	$	16,593,355
Performance fee distributions payable		—		11,800,000
Total liabilities		8,579,607		28,393,355
Non-controlling interest		48,241,117		62,694,884
Total liabilities and equity	$	56,820,724	$	91,088,239


	Three months ended June 30,						Six months ended June 30,
Statements of Operations	2026			2025			2026			2025
Unrealized gain (loss) on investment in Pershing Square, L.P. held at fair value	$	2,149,815		$	8,577,450		$	(8,793,965	)	$	8,670,578
Performance allocation from Pershing Square, L.P.(1)		1,107			922,410			1,107			922,567
Profit-sharing partner compensation		(351	)		(310,695	)		(351	)		(310,748	)
Net income (loss) attributable to non-controlling interest	$	2,150,571		$	9,189,165		$	(8,793,209	)	$	9,282,397

(1) Included in performance fees on PS Inc.'s Consolidated Statements of Operations

Pershing Square Funds

The Company has evaluated the Pershing Square Funds, their respective general partners and any affiliated entities, as applicable, for consolidation with the Company in accordance with ASC 810. Except for PSUS prior to the Combined Transaction, as the Company does not hold economic interests in the Pershing Square Funds that would absorb more than an insignificant amount of their expected losses or returns, the Company does not hold a variable interest in any of the Pershing Square Funds. The Company also does not hold a majority of the voting interests in the Pershing Square Funds. As a result, the Pershing Square Funds are not required to be consolidated with the Company under ASC 810.

SPARC Sponsor

PSCM is the non-member manager of Pershing Square SPARC Sponsor, LLC (“SPARC Sponsor”), a Delaware limited liability company. PSH and the Private Funds are the non-managing members of SPARC Sponsor. SPARC Sponsor is the sponsor entity of Pershing Square SPARC Holdings, Ltd. (“SPARC”), a Delaware corporation formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other business combination transaction with one or more businesses. SPARC is actively looking for target companies for its business combination. SPARC Sponsor is not required to be consolidated with the Company under ASC 810.

Non-controlling Interests

A portion of the equity and income or loss from entities that are consolidated but not wholly owned by the Company is allocated to other owners. The portion allocated to other owners is included within non-controlling interest in the Consolidated Financial Statements. The Company does not hold any direct equity interests in PSGP. As a result, all net income related to PSGP is allocated to non-controlling interest, and the capital balance of PSGP represents the direct equity interests of other owners in PSGP.

Non-controlling interest is presented as a separate component of equity in the Consolidated Statements of Financial Condition and Consolidated Statements of Changes in Equity to clearly distinguish the controlling interests in the Company from the non-controlling interests in PSGP, as applicable. Net income in the Consolidated Statements of Operations includes the net income attributable to the holders of non-controlling interests in PSGP. Income and losses are allocated to the non-controlling interest in proportion to their relative ownership interests.

Revenue Recognition

PSCM receives management fees and performance fees from certain Pershing Square Funds in exchange for investment management services. These revenues are derived from PSCM’s IMA with each fund. PSCM also receives fees from HHH in exchange for investment, advisory and other services, pursuant to the HHH Services Agreement.

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). Revenue is recognized when the Company transfers promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. See Note 4 for further disclosure regarding revenue recognition.

Management Fees - Pershing Square Funds

PSCM acts as investment manager providing management and administrative services to the Pershing Square Funds in accordance with each of their IMAs. As compensation for such services, PSCM receives (i) from PSUS a quarterly management fee equal to 0.5% (2.0% annually) of the net asset value of PSUS and (ii) from PSH and the Private Funds a quarterly management fee of 0.375% (1.5% annually) of the net asset value (before any accrued performance fees or allocations) of each fund. Subsequent to May 5, 2025 in connection with the HHH Transaction, PSCM reduced management fees by an amount equal to the fees earned from HHH multiplied by the percentage of HHH’s shares outstanding held by the relevant Pershing Square Fund attributable to fee-paying capital.

Management fees are recognized in the period during which the related services are performed. Management fees are generally calculated and paid to PSCM quarterly in advance, based on the amount of fee-paying assets under management at the beginning of the quarter. Management fees are prorated for capital contributions in the Private Funds received during the quarter. Accordingly, changes in PSCM’s management fee revenue from quarter to quarter are driven by changes in fee-paying assets under management and the relative magnitude and timing of contributions and withdrawals.

Management Fees - HHH Fees

Pursuant to the HHH Services Agreement, PSCM receives from HHH: (i) a quarterly base fee of $3.75 million (the “Base Management Fee”), which is adjusted annually for inflation and (ii) a quarterly variable fee equal to 0.375% of the increase in HHH’s equity market capitalization above a reference market capitalization (the “Variable Management Fee”, and collectively the “HHH Fees”). The reference market cap is determined by multiplying the post-transaction share count by a reference market price, which is adjusted annually for inflation, subject to equitable adjustment for stock splits, reclassification or similar capital changes.

The Base Management Fee is paid to PSCM quarterly in advance while the Variable Management Fee is calculated at the end of each quarter. However, both the Base Management Fee and Variable Management Fee are recognized in the period during which the related services are performed.

Performance Fees / Allocation

PSCM earns performance fees from PSINTL and PSH as their investment manager, and PSGP receives a performance allocation from PSLP as its general partner. Performance fees and the performance allocation are based on the net income of each Pershing Square Fund above a prior high-water mark.

The performance fees/allocation, if earned, are payable upon the occurrence of crystallization events, which include, but are not limited to, December 31 of each year, withdrawals from the Private Funds and PSH’s payment of a dividend. Performance fees are recognized in the period in which the crystallization event occurs as the fees relate to services performed that period.

Any crystallized performance fees for PSINTL and PSH earned during the year and outstanding at year-end are reported within performance fees receivable.

Cash and Cash Equivalents

The Company considers all highly liquid financial instruments with a maturity of three months or less at the time of purchase to be cash equivalents. As of June 30, 2026, cash and cash equivalents was comprised of $283,350 (December 31, 2025: $1,339,595) of cash held at a U.S. bank and $8,624,637 (December 31, 2025: $54,058,172) of cash equivalents held in two money market funds invested in U.S. Treasury obligations (JPMorgan 100% U.S. Treasury Securities Money Market Fund and UBS Select 100% US Treasury Preferred Fund Class T). Money market funds are carried at net asset value, which approximates fair value. The interest earned on cash invested in money market funds is recorded in interest income.

As of June 30, 2026 and December 31, 2025, the Company’s cash balances not invested in money market funds were held in Federal Deposit Insurance Corporation insured bank accounts, which at times may have been in excess of federally insured limits.

Restricted Cash

The Company has provided various security deposits held by service providers in the normal course of business. Such security deposits are generally restricted until the termination of each service provider’s contract period.

Due from Affiliates

The Pershing Square Funds, partners, employees and other affiliates reimburse the Company from time to time for expenses the Company pays on their behalf. Reimbursements owed to the Company are reflected in due from affiliates. See Note 4 for further disclosure of transactions with related parties.

As of June 30, 2026, due from affiliates was primarily comprised of a credit of $806,317 related to PTET (defined in Note 2 “Income Taxes”).

As of December 31, 2025, due from affiliates was primarily comprised of (i) PSGP’s capital withdrawal from PSLP of $11,800,000 that was not received as of the balance sheet date and (ii) the Variable Management Fee of $3,345,230 receivable from HHH.

As of June 30, 2026 and December 31, 2025, no allowance related to due from affiliates was deemed necessary.

Fair Value of Financial Instruments

The Company’s assets and liabilities that qualify as financial instruments under GAAP are generally recorded at fair value or at an amount where the carrying value approximates fair value due to the instrument’s short-term nature.

The guidance in ASC 820, Fair Value Measurement, establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure the investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level I measurements) and the lowest priority to unobservable inputs (Level III measurements). Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value.

Financial instruments measured and reported at fair value are classified and disclosed based on the observability of inputs used in the determination of fair values, as follows:

•

Level I – Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used. The types of investment generally included in Level I are publicly listed equities.

•

Level II – Pricing inputs are other than quoted prices included within Level I that are observable for the investment, either directly or indirectly.

•

Level III – Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. The inputs used in determination of fair value require significant judgment and estimation.

The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the determination of a financial instrument’s appropriate category within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the overall fair value measurement requires judgment and may include the consideration of factors specific to the financial instrument.

Equity Method Investments

PS Inc. has elected the fair value option for all investments where the Company is considered to have significant influence, but not control. The Company has made this election to simplify the accounting for these investments, which would have otherwise been accounted for using the equity method.

Fixed Assets and Leasehold Improvements, Net of Accumulated Depreciation and Amortization

Fixed assets and leasehold improvements consist of leasehold improvements principally for the build-out of the Company’s office space, furniture and fixtures, office computers and equipment along with computer software.

Fixed assets and leasehold improvements are recorded at cost less accumulated depreciation and amortization. Depreciation of fixed assets is calculated using the straight-line method over a period of three to seven years. Leasehold improvements are amortized over the shorter of the expected useful life or the remaining term of the related lease agreement. Total depreciation and amortization expense of the Company for the three and six months ended June 30, 2026 was $568,683 and $1,147,919 (2025: $577,583 and $1,155,166). The Company evaluates fixed assets for impairment whenever events or changes in circumstances indicate that an asset’s carrying value may not be fully recovered. The Company has determined that there was no impairment to be recorded for its fixed assets.

The following table provides the gross balances for each class of fixed assets and total accumulated depreciation and amortization for all asset classes:


		June 30, 2026			December 31, 2025
Asset Class	Useful Life
Leasehold Improvements	15	$	28,405,531		$	28,395,531
Furniture and Fixtures	7		2,173,959			2,173,959
Office Computers and Equipment	5		1,559,296			1,528,371
Computer Software	3		461,304			478,725
Total Fixed Assets and Leasehold Improvements (gross)			32,600,090			32,576,586
Less: Accumulated Depreciation and Amortization			(18,740,780	)		(17,592,861	)
Total Fixed Assets and Leasehold Improvements (net)		$	13,859,310		$	14,983,725

Accounts Payable

Accounts payable is comprised of primarily general and administrative expenses as well as interest expense that were accrued but not paid as of period end. For more details on general and administrative expenses, refer to Note 8.

Income Taxes

Effective April 28, 2026, PS Holdco completed the Corporate Conversion described in Note 1. As a result, the Company is now treated as a corporation for U.S. federal, state and local income tax purposes. PSCM is treated as a partnership for U.S. federal income tax purposes and is subject to the New York City Unincorporated Business Tax (“UBT”).

Prior to the Corporate Conversion, PS Holdco was a partnership for U.S. tax purposes and was not subject to U.S. federal income taxes. During those periods, the Company was subject to certain state and local taxes, such as UBT.

Upon the Corporate Conversion, the Company recognized deferred taxes on differences between the financial reporting and tax bases of its assets and liabilities, which resulted in a deferred income tax benefit of $32.3 million during the three months ended June 30, 2026. In addition, the Deferred Asset - PS Inc. IPO Shares is presented as an intangible asset on the Company’s balance sheet. The Company recorded, in additional paid-in capital, deferred taxes of $134.5 million related to this intangible asset. The Company also recorded a valuation allowance of $11.0 million against deferred tax assets related to its investment in PSUS, which are capital in character, as the Company determined it is not more likely than not that those assets will be realized. After giving effect to these and other temporary differences, the Company had a net deferred tax liability of $125.5 million as of June 30, 2026.

The Company's effective U.S. GAAP tax rate for the six months ended June 30, 2026 was 4.1%, which is calculated by dividing the Company's year-to-date GAAP income tax expense (benefit) by the corresponding net income (loss) before taxes. The effective tax rate differs from the U.S. federal statutory rate of 21% primarily because (i) income earned for the period prior to the Corporate Conversion was not subject to U.S. federal or state corporate income taxes, and (ii) the Company recognized a $32.3 million deferred tax benefit upon the Corporate Conversion, which reduced the effective tax rate below the statutory rate. The effect of these items was partially offset by the $11.0 million valuation allowance recorded against deferred tax assets related to the Company's investment in PSUS.

The Company records interest and penalties related to income taxes, if any, within income tax expense, and no such amounts were accrued as of June 30, 2026. The Company does not believe it has any uncertain tax positions that would result in a material change to unrecognized tax benefits within twelve months of the reporting date. Generally, the Company’s tax returns for tax years 2022 and forward remain open to examination by the respective taxing authorities.

For the tax years ending December 31, 2026 and 2025, PS Holdco and PSPG elected to be subject to the New York State and New York City Pass-Through Entity Taxes (collectively, “PTET”), which apply only to periods prior to the Corporate Conversion for PS Holdco. PTET payments made on behalf of partners were recorded in profit-sharing partner compensation and capital distributions as applicable.

Lessee Arrangements

Lessee arrangements

PSCM leases office space, other real estate and certain equipment under operating leases. In accordance with ASC 842, Leases (“ASC 842”), the Company determines if an arrangement is or contains a lease at inception date by evaluating whether the arrangement conveys the right to use an identified asset and whether the Company obtains substantially all of the economic benefits from and has the ability to direct the use of the asset.

Under ASC 842, the Company elected the practical expedient to not separate lease and non-lease components. The Company also elected to apply the short-term lease recognition exemption which eliminates the requirement to present in the Consolidated Statements of Financial Condition leases with a term of 12 months or less. These two practical expedients were elected for all classes of underlying assets.

For short-term leases, instead of recognizing a lease liability and right-of-use asset (“ROU asset”), the Company recognizes short-term lease payments as an expense on a straight-line basis over the lease term. A short-term lease is defined as a lease that, at the commencement date, has a lease term of 12 months or less and does not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise. When determining whether a lease qualifies as a short-term lease, the Company evaluates the lease term and the purchase option in the same manner as all other leases.

At the commencement date of a lease which does not qualify as a short-term lease, the Company recognizes a lease liability and an ROU asset representing the Company’s right to use the underlying asset over the lease term. The initial measurement of the lease liability is calculated on the basis of the present value of the remaining lease payments, and the ROU asset is measured on the basis of this liability, adjusted by prepaid and accrued rent, lease incentives and initial direct costs. Operating lease cost is recognized on a straight-line basis over the lease term, with the cost presented as a component of general and administrative expense. The Company does not have finance leases.

PSCM’s leases require other payments such as costs related to service components, real estate taxes, common area maintenance and insurance. These costs are generally variable in nature and based on the actual costs incurred and required by the lease. As the Company has elected to not separate lease and non-lease components for all classes of underlying assets, all variable costs associated with the leases are expensed in the period incurred and are recorded in general and administrative expense. PSCM’s lease agreements do not contain any material residual value guarantees or material restrictive financial covenants. For details on PSCM’s leases with related parties, refer to Note 4. The Company does not have leases that have not yet commenced that create significant rights and obligations for the lessee.

When determining the lease term, the Company does not include renewal options unless the renewals are deemed to be reasonably certain of being exercised at the lease commencement date.

ASC 842 requires that a lessee use the rate implicit in the lease when measuring the lease liability and ROU asset, unless that rate is not readily determinable. Alternatively, the Company is permitted to use its incremental borrowing rate (“IBR”) which is defined as the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis, over a similar term and in a similar economic environment. Since the rate implicit in the lease is not readily determinable, the Company uses its incremental borrowing rate when measuring its leases, both at lease commencement and when reassessment is required, such as upon modification. The IBR is calculated by considering the Company’s synthetic credit standing and existing line of credit, the impact of collateral and the term of the lease.

Offering Costs

Offering costs consist of fees related to underwriting, legal advice, regulatory filings, printing and other costs for services directly related to the PSUS IPO. Prior to the completion of the Combined Transaction, offering costs incurred by PSUS were deferred and recorded in other assets. Following the Combined Transaction, PSUS was deconsolidated from PS Inc. and any offering costs related to PSUS were no longer recorded in the books and records of PS Inc.

PS Inc. was not the direct recipient of any funds raised in the Combined Transaction, so all related offering costs incurred by the Company were expensed as incurred. Refer to Note 8 for further details.

Other Income (Expense)

Other income is primarily comprised of (i) the gain recognized on the deconsolidation of PSUS, (ii) a non-cash loss related to the derecognition of the deferred sublease incentive due to the termination of the related sublease and (iii) office space sublease income (earned prior to termination of the sublease) and the reimbursement of office services from NEOX Public Benefit LLC. Refer to Note 10 for further detail on each of these items.

Employee Benefit Plan

The Company has a defined contribution savings plan under Section 401(k) of the Internal Revenue Code. All employees and profit-sharing partners are eligible to participate in the savings plan (the “401(k) Plan”). The 401(k) Plan allows participants to invest in a variety of mutual funds across several fund families. The Company makes a safe harbor contribution in the amount of 3% of each participant’s eligible compensation, subject to certain Internal Revenue Code limitations. The safe harbor contribution is processed on a per payroll basis for employees and annually for profit-sharing partners, regardless of whether they elect to contribute to the 401(k) Plan. Safe harbor contributions are vested immediately. For the three and six months ended June 30, 2026, expenses related to the 401(k) Plan were $67,184 and $148,520 (2025: $37,465 and $94,247) and are included in employee compensation and benefits.

Employee Compensation and Benefits

Employee compensation and benefits reflects all compensation-related items not directly related to the profit-sharing arrangements and the long-term incentive plan discussed below, and includes salaries, equity-based compensation, benefits, payroll taxes and discretionary cash bonuses. Employee compensation and benefits also includes the cost of benefits paid to partners who participated in the profit-sharing arrangements and the long-term incentive plan.

The Company generally recognizes employee compensation and benefit expenses over the related service period. On an annual basis, discretionary cash bonuses generally comprise a significant portion of total employee compensation and benefits for employees who did not hold profits interests. Discretionary cash bonuses are dependent upon a variety of factors, including the performance of the Pershing Square Funds for the year.

Compensation expense related to the issuance of equity-based awards upon and subsequent to the Combined Transaction is measured at grant-date fair value. Compensation expense for employee awards that vest over a future service period is recognized over the relevant service period on a straight-line basis. Compensation expense for awards that do not require future service is recognized immediately. The Company recognizes equity-based award forfeitures in the period in which they occur as a reversal of previously recognized compensation expense.

Earnings Per Share

Basic net income (loss) per share of common stock is calculated by dividing net income (loss) attributable to PS Inc. by the weighted-average shares of common stock outstanding during the period. Diluted net income (loss) per share of common stock reflects the potential dilution that could occur from securities or other arrangements that may result in the issuance of common stock. The Company applies the treasury stock method to determine the dilutive weighted-average common shares represented by the unvested RSUs (as defined in Note 6).

On April 28, 2026, PS Holdco completed the Corporate Conversion and became PS Inc., a Nevada corporation. In connection with the Combined Transaction completed on April 30, 2026, 400,000,000 shares of common stock were issued and outstanding. Because the Corporate Conversion represented a change in legal form rather than the creation of a new business, historical limited partnership interests have been retrospectively reflected in earnings per share calculations as if the 400,000,000 shares of common stock outstanding following the Corporate Conversion had been outstanding for all periods presented.

Dividends

Following the Corporate Conversion, distributions to equity holders are made in the form of dividends on the Company's common stock. Prior to the Corporate Conversion, distributions were made in accordance with the partnership agreement of PS Holdco.

Dividends are recognized as a reduction of retained earnings when declared by the Board of Directors.

Recent Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09 amending ASC 740, Income Taxes, to enhance the transparency and decision-usefulness of income tax disclosures, particularly in the rate reconciliation table and disclosures about income taxes paid. The new guidance requires all entities to disclose, on an annual basis, income taxes paid (net of refunds received) disaggregated by federal (national), state and foreign taxes and to disaggregate the information by jurisdiction based on a quantitative threshold. ASU 2023-09 is effective for annual periods beginning after December 15, 2025 for private companies and after December 15, 2024 for public companies, with early adoption permitted. As an “emerging growth company” as defined under Section 2(a) of the Securities Act, the Company is subject to the private company adoption timeline. ASU 2023-09 should be applied prospectively, but entities may apply it retrospectively. The Company is currently assessing its impact.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, which requires disaggregated disclosure of certain expenses including employee compensation, depreciation and intangible asset amortization on an annual and interim basis. The guidance is effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027. The Company is currently assessing the impact of ASU 2024-03.