Related Party Transactions

3 Months Ended

Mar. 31, 2026

Related Party Transactions [Abstract]

Related Party Transactions

4.RELATED PARTY TRANSACTIONS

Management Fees

The Partnership 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 months ended March 31, 2026, PSCM earned management fees from the Pershing Square Funds of $57,380,128 (2025: $52,202,369). 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 months ended March 31, 2026, PSCM reduced management fees for the Pershing Square Funds by $2,108,668, 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.

On May 5, 2025, PSCM began earning the Base Management Fee and the Variable Management Fee from HHH. For the three months ended March 31, 2026, PSCM earned a Base Management Fee of $3,786,000 and no Variable Management Fee. For the three months ended March 31, 2026, the HHH Premium amortization recognized as contra-revenue totaled $3,659,625. The estimated amortization expense related to the HHH Premium for each of the next five years is $14,638,500.

The following table presents a summary of all sources of management fees:

	Three months ended March 31,
	2026			2025
Pershing Square Holdings, Ltd.	$	54,233,716		$	48,449,424
Pershing Square, L.P.		2,349,969			2,516,123
Pershing Square International, Ltd.		796,443			1,236,822
HHH Base Management Fee		3,786,000			—
Total Management Fees - Gross	$	61,166,128		$	52,202,369
Less: Amortization of HHH Premium		(3,659,625	)		—
Total Management Fees - Net	$	57,506,503		$	52,202,369

PSCM received in advance the $3,786,000 HHH Base Management Fee for the three months ended June 30, 2026, which is recorded in deferred revenue as of March 31, 2026.

Performance Fees / Allocations

The Partnership earns all of its performance fees/allocations from the Pershing Square Funds, each of which is a related party.

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 months ended March 31, 2026, there was no PSINTL Performance Fee (2025: $51,942). As of March 31, 2026, none of the PSINTL Performance Fee remained receivable from PSINTL (December 31, 2025: $10,708,077).

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 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 March 31, 2026 and December 31, 2025, there was no non-PSH fund that generated management fees and did not charge a performance fee.

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 months ended March 31, 2026, there was no Variable Performance Fee (2025: $50,121). As of March 31, 2026, none of the Variable Performance Fee remained receivable from PSH (December 31, 2025: $486,622,392).

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 months ended March 31, 2026, no PSLP Performance Allocation was earned (2025: $157). The Partnership 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 is 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 other funds subject to the VCA (currently only PSINTL), an amount equal to the applicable performance fee (20% for PSINTL) that would have been earned if such fund 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 is entitled to receive from PSCM the following amounts, in each case solely to the extent such amount exceeds the Preferred Performance Fee PS Holdco receives 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 (for the three months ended March 31, 2026, none) and performance fees (currently only PSINTL) received from other funds that would offset performance fees payable by PSH, and

(ii) with respect to other funds subject to the VCA (currently only PSINTL), all performance fees received from such fund, exclusive of the portion of such performance fees that would offset performance fees payable by PSH ((i) and (ii) collectively the “Subordinated Performance Fee”).

For the three months ended March 31, 2026, there was no Preferred Performance Fee or Subordinated Performance Fee (2025: $102,063 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 PS Holdco and then distributed to PSPG and the Strategic Investors based on their respective ownership percentages. The Preferred Performance Fee distributed from PS Holdco is recorded in both profit-sharing partner compensation and capital distributions in accordance with the methodology discussed in Note 3.

Further, as CompCo is a vehicle used to compensate employees, the Partnership considers its relationship with CompCo to be a service contract and therefore records the Subordinated Performance Fee in profit-sharing partner compensation.

Pershing Square USA, Ltd.

As of March 31, 2026, PSCM has purchased 342,320 (December 31, 2025: 318,320) PSUS Shares at a price of $50.00 per share for a total investment of $17,116,000 (December 31, 2025: $15,916,000). Because PSUS is a subsidiary, PSCM’s investment in PSUS is eliminated through consolidation. These purchases were made to provide PSUS with capital for organizational costs.

Affiliates Fee Rebate

Management fees and performance fees paid through the PSH public shares held by PSCM’s partners, employees and certain of their affiliated entities are 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 is recognized by PSCM as an expense paid by PSPG on PSCM’s behalf. For the three months ended March 31, 2026, the Affiliate Rebate totaled $14,475,474 (2025: $11,611,523). As of March 31, 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 months ended March 31, 2025, TABLE paid $294,869 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 months ended March 31, 2026, TABLE paid $64,366 (2025: $134,079) 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 Partnership 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 Partnership 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 Partnership’s publicly listed successor entity at an agreed upon ratio (the “PSH Share Acquisition”). As of March 31, 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 Partnership 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 March 31, 2026.