Pershing Square USA ^{Filed, US Offering, NYSE: PSUS}

Pershing Square USA, a Delaware statutory trust, is a closed-end investment company that is registered under the Investment Company Act of 1940, and managed by its investment manager, Pershing Square Capital Management (“PSCM” or the “Manager”). The Company has not commenced investment operations. The Company’s investment objective is to preserve capital and seek maximum, long-term capital appreciation and growth in intrinsic value per share commensurate with reasonable risk, where risk is defined as the probability of permanent loss of capital, rather than price volatility. There can be no assurance that the Company’s investment objective will be achieved. The Company seeks to achieve its investment objective by acquiring and holding large minority stakes in 12 to 15 high-quality, predominantly North American-listed, large-capitalization growth companies at attractive valuations during periods in which the Manager believes they have underperformed their potential and/or when the Manager believes they are undervalued because the market underestimates their potential or overestimates the impact of certain negative factors on their businesses.