Pershing Square Inc. Sample Contracts
CREDIT AGREEMENT Dated as of April 30, 2026 among PERSHING SQUARE INC., as the Borrower, THE GUARANTORS FROM TIME TO TIME PARTY HERETO, THE LENDERS PARTY HERETO, and BANK OF AMERICA, N.A., as the Administrative Agent and the L/C Issuer BOFA...Credit Agreement • May 7th, 2026 • Pershing Square Inc. • Investment advice • New York
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • March 10th, 2026 • Pershing Square Holdco, L.P. • Investment advice
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into by and among Pershing Square USA, Ltd. (“PSUS”), a Delaware statutory trust that is a non-diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), Pershing Square Holdco, L.P. (the “Partnership”), a Delaware limited partnership that will convert into a Nevada corporation by means of a statutory conversion (the “Corporate Conversion”) and change its name to “Pershing Square Inc.” (“PS Inc.”) and the undersigned subscriber (“Subscriber”). The Subscription Agreement shall become effective upon its execution by PS Inc. and PSUS as of the date set forth on such parties’ signature page hereto (the “Effective Date”). As used in this Subscription Agreement and as the context requires, “PS Inc.” refers to the Partnership prior to the consummation of the Corporate Conversion and to PS Inc. following the Corporate Conversion.
AMENDMENT NO. 3Amendment No. 3 • March 10th, 2026 • Pershing Square Holdco, L.P. • Investment advice • New York
THIS AMENDMENT, dated as of March 4, 2024 (the “Amendment”), is by and between JPMORGAN CHASE BANK, N.A. (the “Bank”) and PERSHING SQUARE CAPITAL MANAGEMENT, L.P. (the “Borrower”).
AMENDMENT NO. 1Amendment No. 1 • March 10th, 2026 • Pershing Square Holdco, L.P. • Investment advice • New York
This AMENDMENT, dated as of _____________May 17, 2022 (this “Amendment”), is by and between JPMORGAN CHASE BANK, N.A. (the “Bank”) and PERSHING SQUARE CAPITAL MANAGEMENT, L.P. (the “Borrower”).
PERSHING SQUARE INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • March 10th, 2026 • Pershing Square Holdco, L.P. • Investment advice • Nevada
This Indemnification Agreement is dated as of [●], 2026 (this “Agreement”) and is between Pershing Square Inc., a Nevada corporation (the “Company”), and the undersigned [director/officer] of the Company (the “Indemnitee”).
GEORGETOWN ELEVENTH AVENUE OWNERS, LLC, Landlord, TO PERSHING SQUARE CAPITAL MANAGEMENT, L.P., Tenant LEASE Premises at: 787 Eleventh Avenue New York, New YorkLease Agreement • March 10th, 2026 • Pershing Square Holdco, L.P. • Investment advice • New York
THIS INSTRUMENT IS AN INDENTURE OF LEASE in which the Landlord and the Tenant are the parties hereinafter named, and which relates to space in the building (the “Building”) known as, and with an address at, 787 Eleventh Avenue, New York, New York 10019.
STANDSTILL AGREEMENT by and between Howard Hughes Holdings Inc. and Pershing Square Holdco, L.P. Dated as of May 5, 2025Standstill Agreement • March 10th, 2026 • Pershing Square Holdco, L.P. • Investment advice • Delaware
This Standstill Agreement (this “Agreement”) is dated as of May 5, 2025 (the “Effective Date”), by and between Howard Hughes Holdings Inc., a Delaware corporation (the “Company”) and Pershing Square Holdco, L.P. (“Investor”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 10th, 2026 • Pershing Square Holdco, L.P. • Investment advice • Delaware
THIS REGISTRATION RIGHTS AGREEMENT, dated as of May 5, 2025 (this “Agreement”), is entered into by and between the entities listed in Schedule I hereto (the “Purchasers”), and Howard Hughes Holdings Inc., a Delaware corporation (the “Company”).
THIRD AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • March 10th, 2026 • Pershing Square Holdco, L.P. • Investment advice
THIS THIRD AMENDED AND RESTATED LICENSE AGREEMENT (this “Agreement”), made as of the 17th day of January 2020 and effective as of May 1, 2019 (the “Effective Date”), by and between Pershing Square Capital Management L.P., a Delaware limited partnership (“Licensor”), having an address at 787 11th Avenue, New York, New York (the “Building”), TABLE Management LP (“TABLE”) and the Pershing Square Foundation (“PSF” and together with TABLE, the “Licensees”)).
AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT Dated as of 5 August 2025Investment Management Agreement • March 10th, 2026 • Pershing Square Holdco, L.P. • Investment advice • New York
This Amended and Restated Investment Management Agreement (this “Agreement”) is made and entered into as of the date set forth above by and between Pershing Square Holdings, Ltd., a Guernsey limited liability company (the “Company”), and Pershing Square Capital Management, L.P., a Delaware limited partnership (the “Investment Manager” and, together with the Company, the “Parties”). Capitalized terms used in the preamble and recitals of this Agreement and not otherwise defined therein are defined in Section 1.
SUBLEASESublease • March 10th, 2026 • Pershing Square Holdco, L.P. • Investment advice
SUBLEASE (“Sublease”) dated as of the 5th day of December, 2022, between PERSHING SQUARE CAPITAL MANAGEMENT, L.P., a Delaware limited partnership (“Sublandlord”), and NEOX PUBLIC BENEFIT LLC, a New York limited liability company (“Subtenant”).
AIRCRAFT LEASE AGREEMENTAircraft Lease Agreement • March 10th, 2026 • Pershing Square Holdco, L.P. • Investment advice
This AIRCRAFT LEASE AGREEMENT (the “Agreement’) is entered into effective as of the 11th day of December, 2025 (the “Effective Date”), by and between WAFH V LLC, a Delaware limited liability company (“Lessor”), and Pershing Square Capital Management, L.P., a Delaware limited partnership (“Lessee”).
LIMITED LIABILITY COMPANY AGREEMENT OF ELEVENTH AVENUE HOLDINGS LLC (A Delaware Limited Liability Company)Limited Liability Company Agreement • March 10th, 2026 • Pershing Square Holdco, L.P. • Investment advice • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT ELEVENTH AVENUE HOLDINGS LLC (this “Agreement”), effective as of June 12, 2015, is made and entered into by TABLE Eleventh Avenue LLC (“Managing Member”) and JAEB, LLC (“Member”, and together the “Members”).
SHARE PURCHASE AGREEMENT by and between Howard Hughes Holdings Inc. and Pershing Square Holdco, L.P. Dated as of May 5, 2025Share Purchase Agreement • March 10th, 2026 • Pershing Square Holdco, L.P. • Investment advice • Delaware
PSH SHARE AGREEMENTPSH Share Agreement • March 10th, 2026 • Pershing Square Holdco, L.P. • Investment advice • Nevada
This PSH SHARE AGREEMENT, dated as of December 15, 2025 (this “Agreement”), is made by and among Pershing Square Holdco, L.P., a Delaware limited partnership (“HoldCo”), and the persons set forth on Exhibit A hereto under the heading “Name of Shareholder” (each, a “Shareholder”).
INVESTMENT MANAGEMENT AGREEMENT Dated as of October 10, 2025Investment Management Agreement • March 10th, 2026 • Pershing Square Holdco, L.P. • Investment advice • New York
This Investment Management Agreement (this “Agreement”) is made and entered into as of the date set forth above by and between Pershing Square USA, Ltd., a Delaware statutory trust (the “Company”), and Pershing Square Capital Management, L.P., a Delaware limited partnership (the “Manager” and, together with the Company, the “Parties”). Capitalized terms used in the preamble and recitals of this Agreement and not otherwise defined therein are defined in Section 1.
PILOT AND FLIGHT SERVICES AGREEMENT BY AND BETWEEN PERSHING SQUARE CAPITAL MANAGEMENT, L.P. AND EXECUTIVE JET MANAGEMENT, INC.Pilot and Flight Services Agreement • March 10th, 2026 • Pershing Square Holdco, L.P. • Investment advice • Ohio
This Pilot and Flight Services Agreement (“Agreement”) is entered into by Executive Jet Management, Inc. (“EJM”) and Pershing Square Capital Management, L.P. (“Customer”). EJM and Customer are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” In consideration of the promises and of the mutual covenants, agreements, representations, and warranties herein contained, EJM and Customer agree as follows.
SHAREHOLDER AGREEMENT by and among Howard Hughes Holdings Inc., Pershing Square Holdco, L.P. and Pershing Square Capital Management, L.P. Dated as of May 5, 2025Shareholder Agreement • March 10th, 2026 • Pershing Square Holdco, L.P. • Investment advice • Delaware
This SHAREHOLDER AGREEMENT, dated as of May 5, 2025 (this “Agreement”), is entered into by and among Howard Hughes Holdings Inc. (the “Company”), Pershing Square Holdco, L.P. (the “Purchaser”) and Pershing Square Capital Management, L.P. (“PSCM”).
SERVICES AGREEMENT by and between Howard Hughes Holdings Inc. and Pershing Square Capital Management, L.P. Dated as of May 5, 2025Services Agreement • March 10th, 2026 • Pershing Square Holdco, L.P. • Investment advice • New York
This SERVICES AGREEMENT (this “Agreement”), dated as of May 5, 2025, is entered into by and between Howard Hughes Holdings Inc. (the “Company”) and Pershing Square Capital Management, L.P. (“PSCM”).
AMENDMENT NO. 2Amendment to Line of Credit Note • March 10th, 2026 • Pershing Square Holdco, L.P. • Investment advice • New York
THIS AMENDMENT, dated as of January 6, 2023 (the “Amendment”), is by and between JPMORGAN CHASE BANK, N.A. (the “Bank”) and PERSHING SQUARE CAPITAL MANAGEMENT, L.P. (the “Borrower”).
AMENDMENT NO. 2Amendment No. 2 • February 18th, 2025 • Pershing Square Holdco, L.P. • Investment advice • New York
THIS AMENDMENT, dated as of January 6, 2023 (the “Amendment”), is by and between JPMORGAN CHASE BANK, N.A. (the “Bank”) and PERSHING SQUARE CAPITAL MANAGEMENT, L.P. (the “Borrower”).
JOINT FILING AGREEMENTJoint Filing Agreement • May 7th, 2026 • Pershing Square Inc. • Investment advice
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing, along with all other such undersigned, on behalf of the Reporting Persons (as defined in the joint filing), of a statement on Schedule 13D (including amendments thereto) with respect to the 7.50% Series A Cumulative Preferred Shares of Pershing Square USA, Ltd., and that this agreement be included as an exhibit to such joint filing. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments, and for the completeness and accuracy of the information concerning it contained herein and therein but shall not be responsible for the completeness and accuracy of the information concerning the others.
AMENDMENT NO. 3Line of Credit Amendment • March 10th, 2026 • Pershing Square Holdco, L.P. • Investment advice • New York
This AMENDMENT, dated as of March 4, 2024 (this “Amendment”), is by and between JPMORGAN CHASE BANK, N.A. (the “Bank”) and PERSHING SQUARE CAPITAL MANAGEMENT, L.P. (the “Borrower”).
AMENDMENT NO. 2Amendment No. 2 • February 18th, 2025 • Pershing Square Holdco, L.P. • Investment advice • New York
This AMENDMENT, dated as of January 6, 2023 (this “Amendment”), is by and between JPMORGAN CHASE BANK, N.A. (the “Bank”) and PERSHING SQUARE CAPITAL MANAGEMENT, L.P. (the “Borrower”).
FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIPLimited Partnership Agreement • May 1st, 2026 • Pershing Square Inc. • Investment advice • Delaware
This FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Agreement”), as of 11:59 a.m. Eastern Time, April 28, 2026, of Pershing Square Capital Management, L.P., a Delaware limited partnership (the “Partnership”), is entered into by and among PSCM GP, LLC, a Delaware limited liability company, as general partner (the “General Partner”), Pershing Square Inc., a Nevada corporation (“PSI”), as the sole Preferred Limited Partner (the “Preferred Limited Partner”), and PS CompCo, LLC, a Delaware limited liability company (“CompCo”), as the sole Subordinated Limited Partner (the “Subordinated Limited Partner” and, together with the Preferred Limited Partner, in their capacity as limited partners of the Partnership, the “Limited Partners”).
SUBSCRIPTION AGREEMENTSubscription Agreement • May 7th, 2026 • Pershing Square Inc. • Investment advice • New York
This SUBSCRIPTION AGREEMENT, dated as of April 28, 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Pershing Square USA, Ltd., a Delaware statutory trust (the “Company”), and Pershing Square PSUS Holdings, LLC, a Nevada limited liability company (the “Purchaser”).
ANCHOR SUBSCRIPTION AGREEMENTAnchor Subscription Agreement • May 7th, 2026 • Pershing Square Inc. • Investment advice • New York
This ANCHOR SUBSCRIPTION AGREEMENT, dated as of April 28, 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Pershing Square USA, Ltd., a Delaware statutory trust (the “Company”), and Pershing Square PSUS Holdings, LLC, a Nevada limited liability company (the “Purchaser”).
AMENDMENT NO. 1Amendment No. 1 • February 18th, 2025 • Pershing Square Holdco, L.P. • Investment advice • New York
THIS AMENDMENT, dated as of September 12, 2022 (the “Amendment”), is by and between JPMORGAN CHASE BANK, N.A. (the “Bank”) and PERSHING SQUARE CAPITAL MANAGEMENT, L.P. (the “Borrower”).
AMENDMENT NO. 2Line of Credit Amendment • March 10th, 2026 • Pershing Square Holdco, L.P. • Investment advice • New York
This AMENDMENT, dated as of January 6, 2023 (this “Amendment”), is by and between JPMORGAN CHASE BANK, N.A. (the “Bank”) and PERSHING SQUARE CAPITAL MANAGEMENT, L.P. (the “Borrower”).
REGISTRATION RIGHTS AGREEMENT by and among PERSHING SQUARE INC. and THE OTHER PARTIES HERETORegistration Rights Agreement • May 1st, 2026 • Pershing Square Inc. • Investment advice • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of April 28, 2026 and is by and among Pershing Square Inc., a Nevada corporation (the “Company”) and the Investors (as defined below).
AMENDED AND RESTATED VARIABLE COMPENSATION AGREEMENT March 3, 2026Variable Compensation Agreement • March 10th, 2026 • Pershing Square Holdco, L.P. • Investment advice • Delaware
This Amended and Restated Variable Compensation Agreement (this “Agreement”) is entered into by and among Pershing Square Holdco, L.P., a Delaware limited partnership (“TopCo”), Pershing Square Capital Management, L.P., a Delaware limited partnership that is registered with the U.S. Securities and Exchange Commission as an investment adviser (“PSCM”), and PS CompCo, LLC, a Delaware limited liability company (“VariableCo”). Capitalized terms used but not defined herein have the respective meanings ascribed to them in the Master Transaction Agreement, dated as of May 31, 2024, by and among TopCo, Pershing Square Holdco GP, LLC, a Delaware limited liability company and the general partner of TopCo, and the Investors party thereto (the “Master Transaction Agreement”).
Pershing Square Inc. [●] Shares of Common Stock $0.001 Par Value Per Share UNDERWRITING AGREEMENTUnderwriting Agreement • April 13th, 2026 • Pershing Square Holdco, L.P. • Investment advice • New York
INVESTMENT MANAGEMENT AGREEMENT Dated as of October 8, 2025Investment Management Agreement • April 23rd, 2026 • Pershing Square Holdco, L.P. • Investment advice • New York
This Investment Management Agreement (this “Agreement”) is made and entered into as of the date set forth above by and between Pershing Square USA, Ltd., a Delaware statutory trust (the “Company”), and Pershing Square Capital Management, L.P., a Delaware limited partnership (the “Manager” and, together with the Company, the “Parties”). Capitalized terms used in the preamble and recitals of this Agreement and not otherwise defined therein are defined in Section 1.
AMENDED AND RESTATED PERSHING SQUARE TERM SHEET FOR LONG-TERM INCENTIVE COMPENSATION PLANPershing Square Term Sheet for Long-Term Incentive Compensation Plan • May 1st, 2026 • Pershing Square Inc. • Investment advice • Delaware
This Amended and Restated Term Sheet (the “Agreement”), effective as of April 28, 2026 immediately prior to the initial public offering of Pershing Square Inc. (the “Effective Date”), amends and restates the Pershing Square Term Sheet for Long-Term Incentive Compensation Plan, dated as of April 17, 2017 (as amended on May 25, 2021, December 29, 2021 and May 31, 2024, such amendments the “Prior Amendments” and, collectively, the “Prior Agreement”), entered into by and between Pershing Square (as hereinafter defined) and the undersigned parties thereto. Capitalized terms have the meanings given to those terms in Section 1 (“Defined Terms”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 7th, 2026 • Pershing Square Inc. • Investment advice • New York
This Registration Rights Agreement (this “Agreement”) is entered into as of April 30, 2026, between Pershing Square USA, Ltd., a Delaware statutory trust (the “Company”), Pershing Square PSUS Holdings, LLC, a Nevada limited liability company (the “Holder” and collectively with any Person who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, the “Holders”).