SUBSCRIPTION AGREEMENT

Exhibit (p)(1)

SUBSCRIPTION AGREEMENT

Subscription Agreement, dated as of May 21, 2024, between Pershing Square USA, Ltd., a Delaware statutory trust (the “Fund”) and Pershing Square Capital Management L.P. (the “Purchaser”) in respect of common shares issued as of February 15, 2024.

WHEREAS, the Fund is a closed-end investment company that has registered with the United States Securities and Exchange Commission (the “SEC”) on Form N-8A under the Investment Company Act of 1940, as amended (the “1940 Act”); and

WHEREAS, the Fund proposes to issue and sell common shares of beneficial interest to the public pursuant to a Registration Statement on Form N-2 filed with the SEC; and

WHEREAS, the Fund proposes to issue and sell (and has issued and sold as of February 15, 2024) an initial tranche (the “Seed Capital”) of its common shares of beneficial interest to the Purchaser and the Purchaser has previously delivered as of February 15, 2024 to the Fund the purchase price for the Seed Capital represented by the Shares (as defined below) as payment.

NOW, THEREFORE, the Fund and the Purchaser agree as follows:

1. The Fund offers to sell to the Purchaser, and the Purchaser purchases for cash from the Fund, with a trade date of February 15, 2024, 2,000 common shares of beneficial interest (the “Shares”) at a price per Share of $50.00, which amount is not less than the net asset value per Share as of the time of purchase.

2. The Purchaser represents and warrants to the Fund that it is acquiring the Shares for investment purposes only and that the Shares will be sold only pursuant to a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), or in a transaction exempt from or not subject to the registration requirements under the Securities Act.

3. The Purchaser elects not to participate in the Fund’s Distribution Reinvestment Plan and has completed or will complete upon request by the Fund the Wiring Instructions for Cash Distributions form attached as Exhibit A hereto.

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IN WITNESS WHEREOF, the Fund and the Purchaser have caused their duly authorized officers to execute this Subscription Agreement as of the date first above written.

PERSHING SQUARE USA, LTD.
By:		/s/ Xxxxxxxx X. Xxxxx
		Name:		Xxxxxxxx X. Xxxxx
		Title:		Trustee
PERSHING SQUARE CAPITAL MANAGEMENT L.P.
By:		PS Management GP, LLC, its general partner
By:		/s/ Xxxxxxx X. Xxxxxx
		Name:		Xxxxxxx X. Xxxxxx
		Title:		Managing Member

EXHIBIT A

Wiring Instructions for Cash Distributions