2026 · Pershing Square Holdings, Ltd.
Pershing Square Holdings 2025 Annual Report (incl. Letter to Shareholders)
The Investment Manager has the responsibility, subject to the overall supervision of the Board of Directors, for the investment of PSH’s assets and liabilities in accordance with the investment policy of PSH set forth on pages 33-34 of this Annual Report (the “Investment Policy”). The substantial majority of the Company’s portfolio is typically allocated to 8 to 12 core holdings usually comprising liquid, listed, large capitalization North American companies. The Investment Manager seeks to invest in high-quality growth businesses, which it believes have limited downside and generate predictable, recurring cash flows. The Investment Manager is an active and engaged investor that works with its portfolio companies to create substantial, enduring and long-term shareholder value. The Investment Manager aims to manage risks through careful investment selection and portfolio construction, and may use opportunistic hedging strategies to mitigate market-related downside risk or to take advantage of asymmetric profit opportunities. For more than 22 years, the investment strategy pursued by the Investment Manager has generated a 15.9% annualized net return and a cumulative net return of 2,506.1% for PSLP/PSH (as converted) compared to a 10.7% annualized net return and a cumulative net return of 850.6% for the S&P 500, PSH’s historical benchmark index, during the same period.1,3
2026 · Pershing Square Holdings, Ltd.
Pershing Square Holdings 2025 Annual Report (incl. Letter to Shareholders)
• In June, the Board and the Investment Manager determined that it was appropriate, given the current market conditions and PSH’s available free cash, to authorize a share buyback program for $200 million of PSH’s outstanding Public Shares. In November, the Board authorized another $100 million program. Since PSH commenced its first share buyback program on May 2, 2017, PSH has repurchased 73,572,630 Public Shares for a total of $1.8 billion at an average price of $24.36. DISCOUNT TO NAV During the year, the discount narrowed from 31.2% to 24.1%. The Board closely monitors the discount to NAV at which PSH’s Public Shares trade. As discussed previously, the Board believes that the launch of additional funds managed by the Investment Manager will be a positive catalyst to narrow the discount to NAV at which PSH shares currently trade since a portion of the fees earned by the Investment Manager on new funds raised will reduce the performance fees paid by PSH. However, the Board continues to believe that the most powerful driver of long-term shareholder returns will be continued strong absolute and relative NAV performance. CORPORATE GOVERNANCE / BOARD In 2025, Jean-Baptiste Wautier and Bilge Ogut joined the Board, and our discussions have already benefited from their thoughtful contributions. The Investment Manager and the Board have maintained an open and productive dialogue, and the Board continues to work effectively and diligently on behalf of all shareholders.
2026 · Pershing Square Holdings, Ltd.
Pershing Square Holdings 2025 Annual Report (incl. Letter to Shareholders)
Pershing Square Holdings, Ltd. 10 In May, Pershing Square Holdco, L.P. (“Holdco”), the management company or “GP” of the Pershing Square funds, acquired a $900 million stake in HHH increasing our total ownership to 47% of HHH (15% by Holdco and 32% by the Pershing Square funds). As part of the transaction, I returned to the company as Executive Chairman along with Ryan Israel as Chief Investment Officer. We have also made available to HHH the full resources of Pershing Square as part of a services arrangement in which we receive management fees. We have reduced the management fees paid by PSH dollar-for-dollar by the fees paid to Pershing Square by HHH that are attributable to the HHH common stock held by PSH, which will reduce PSH’s management fees while allowing us to accelerate value creation at HHH. Our approach to the transformation of HHH is not meaningfully different from that of other companies in which we have invested that were underperforming their potential. In these other examples, we have worked to address a business’ underperformance by making changes to governance, management, capital structure, cost structure, and/or strategy. The only difference here is that the new additions to management are comprised of Pershing Square employees. The HHH board has also been refreshed with three additional members, Susan Panuccio, the former CFO of News Corp.
2026 · Pershing Square Holdings, Ltd.
Pershing Square Holdings 2025 Annual Report (incl. Letter to Shareholders)
Pershing Square Holdings, Ltd. 21 targeted products for “superfans,” the small minority of listeners who drive a disproportionate share of total music spend, the music industry will also be able to better monetize fans previously ignored by the one-size-fits-all monthly price point of a music subscription. Despite these developments, the shares have further weakened this year, and the company now trades at only 18 times our estimate of earnings per share, the lowest valuation since UMG became a publicly traded company. We believe this is largely the result of two technical overhangs and the market’s concern that AI-generated music will disrupt the business. The first overhang is due to uncertainty regarding a potential sale of stock by UMG’s largest shareholder, Bolloré, who through the Bolloré Group owns 18.5% of the company. After Cyrille Bolloré stepped down from UMG’s Board of Directors in July following an adverse court ruling that could have required the Bolloré Group to spend up to €2.5 billion to buy out Vivendi’s minority shareholders, market participants have speculated that Bolloré might fund the forced buyout by selling some of its UMG shares. Although the Bolloré Group has more than ample cash and the French Court of Cassation recently struck down the ruling that would have required a mandatory offer, the matter has been sent back to lower courts, prolonging the uncertainty. The second overhang is the delay in UMG’s U.S. listing due to the government shutdown.
2026 · Pershing Square Holdings, Ltd.
Pershing Square Holdings 2025 Annual Report (incl. Letter to Shareholders)
The discussion of each principal risk below also includes the effect of any applicable emerging risks identified by the Committee. Risk Description Mitigating Factors Investment Risk The Company’s investments are exposed to the risk of the loss of capital. There is no assurance that the Company’s portfolio investments will increase in value and shareholders may lose all, or substantially all, of their investment in the Company. Failure to appropriately integrate risks into investment decisions or to manage risks to which the Company’s investments are exposed, including Environmental, Social and Governance (“ESG”) risks such as climate change, may have a material negative impact on the Company’s performance. The Board and Investment Manager have identified potential changes to U.S. trade and immigration policy and the impact of artificial intelligence (AI) as emerging risks to the Company’s investments. The Investment Manager is an experienced investor and makes investment decisions in accordance with its investment principles as described in the Company’s Investment Policy. The most important criterion in the Investment Manager’s investment selection process is its view of the long-term quality of a business, which is informed by, among other things, the Investment Manager’s assessment of the potential impact of risks to the business, including ESG risks, and how these risks are managed by its board and management.
2026 · Pershing Square Holdings, Ltd.
Pershing Square Holdings 2025 Annual Report (incl. Letter to Shareholders)
Pershing Square Holdings, Ltd. 26 Risk Description Mitigating Factors Corporate Engagement The Investment Manager is an engaged investor and may advocate for managerial, operating and governance changes, which may require the substantial use of time, resources and capital and may involve litigation by or in opposition to the target company’s management, board or shareholders. The Investment Manager has significant experience engaging constructively with the management of portfolio companies, and management has been supportive of its role in the substantial majority of such engagements. The Investment Manager takes an active role where it believes the commitment of time, energy and capital is justified in light of the potential reward. The Investment Manager does not currently intend to initiate public equity short positions. The Board is kept informed of and reviews the Investment Manager’s active engagements with portfolio companies. NAV Discount The Public Shares of the Company have in the past, currently and may in the future trade at a significant discount to NAV, which may affect demand for the Public Shares. For a summary of actions the Company has taken to address the discount, please see “Discount to NAV” in the Report of the Directors. The Board monitors the trading activity of the shares on a regular basis and reviews the discount to NAV at its quarterly meetings.
2026 · Pershing Square Holdings, Ltd.
Pershing Square Holdings 2025 Annual Report (incl. Letter to Shareholders)
Sound corporate governance principles and segregation of duties are well established and effectively practiced. The Investment Manager maintains a contingency plan to facilitate an orderly transition in the management of the Company’s affairs and communications to shareholders upon the occurrence of Mr Ackman’s death or permanent disability. Tax Risk The Company may conduct its affairs in a way that places its tax status at risk. Changes to the tax laws of, or practice in a tax jurisdiction affecting the Company could adversely affect the value of the Company’s investments and decrease the post-tax returns to shareholders. Investments in the Company may not be tax efficient for certain shareholders. The Investment Manager may make an investment or trading decision which takes into account tax consequences for some investors and/or is tax efficient for some shareholders, but which may result in adverse tax or economic consequences for other shareholders. The Company aims to avoid adverse tax consequences and engages experienced tax advisers as appropriate.
2026 · Pershing Square Holdings, Ltd.
Pershing Square Holdings 2025 Annual Report (incl. Letter to Shareholders)
Shareholders may also elect to reinvest cash dividends into Public Shares through a dividend reinvestment program (“DRIP”) administered by an affiliate of MUFG Corporate Markets (Guernsey) Limited (“MUFG”, and previously Link Market Services), the Company’s registrar. Further information regarding the dividend, including the anticipated 2026 dividend payment schedule and how to make these elections, is available at www.pershingsquareholdings.com/psh-dividend-information. Each dividend is subject to a determination that, after the payment of the dividend, the Company will meet solvency requirements under Guernsey law, and that, in accordance with the indentures governing the Bonds, the Company’s total indebtedness will be less than one third of the Company’s total capital. The Board may determine to modify or cease paying the dividend in the future. In the year ended December 31, 2025, the Company distributed dividends of $118,119,801, a net increase of $10,953,119 from the amount it distributed in 2024 due to the increase in the Company’s dividend per Public Share. DIRECTORS The present members of the Board, all of whom are non-executive Directors, are listed on pages 30-32. Further information regarding the Board is provided in the Corporate Governance Report. The Company maintains directors’ and officers’ liability insurance in relation to the actions of the Directors on behalf of the Company.
2026 · Pershing Square Holdings, Ltd.
Pershing Square Holdings 2025 Annual Report (incl. Letter to Shareholders)
Pershing Square Holdings, Ltd. 38 • MUFG, the Company’s registrar. The Company has also engaged an affiliate of MUFG to administer the Company’s DRIP. • Goldman Sachs & Co. LLC and UBS Securities LLC, the Company’s Prime Brokers and custodians. • The Bank of New York Mellon, the Company’s bond indenture trustee, custodian and securities intermediary for derivatives subject to uncleared margin rules. • Jefferies International Limited (“Jefferies”), the Company’s corporate broker and buyback agent. Jefferies also previously served as the adviser for the Company’s share tender offer and was the Company’s sponsor in connection with its LSE listing. • Cadarn Capital and LodeRock, investor relations advisers to the Company based in the UK and Canada, respectively. • Although the Investment Manager is authorized to engage service providers on behalf of the Company, the Board is advised of and given the opportunity to review and execute material contracts. The Board and, where appropriate, the Investment Manager monitor the performance of these service providers throughout the year, and the Management Engagement Committee conducts a formal review annually. For further details of the review conducted by the Management Engagement Committee of these and other service providers to the Company, please see “Management Engagement Committee” in the Corporate Governance Report.
2026 · Pershing Square Holdings, Ltd.
Pershing Square Holdings 2025 Annual Report (incl. Letter to Shareholders)
Pershing Square Holdings, Ltd. 39 The Investment Manager provides a detailed portfolio review to the Board at each quarterly Board meeting and discusses any material ESG issues at each portfolio company as part of its report. Topics discussed in 2025 meetings included the nutritional content of fast food, the ethical implications of deterministic AI software implementations and governance changes at several portfolio companies. In addition, the Investment Manager’s Portfolio Update on pages 12-22 incorporates material ESG-related developments at each portfolio company where appropriate. The Board has been pleased to note that all of the Company’s portfolio companies address ESG issues and sustainability as part of their strategic planning, including by adopting environmental stewardship programs, community initiatives, public advocacy and by measuring their progress toward sustainability targets. Links to their ESG practices are available in the Investment Manager’s ESG Statement on the Company’s website. The Board will continue to monitor the Investment Manager’s integration of ESG issues into investment decisions to ensure its approach promotes the long-term success of the Company and the sustainability of the Company’s business model. The Investment Manager continues to cultivate a diverse team of high-performance professionals and seeks meaningful ways to promote a collaborative work environment, care for its employees and contribute to community projects.
2026 · Pershing Square Holdings, Ltd.
Pershing Square Holdings 2025 Annual Report (incl. Letter to Shareholders)
The Board’s approach and examples of how the Investment Manager has practically applied its principles are discussed further in “ESG” on pages 38-39. Further details regarding the processes by which the Board has considered the requirements of section 172(1) in its decision- making are included in “The Board’s Processes” in the Corporate Governance Report. SHAREHOLDER ENGAGEMENT As the Company’s shareholders are also its customers, the Board recognizes the importance of soliciting shareholder feedback to understand shareholders’ issues and to address their concerns regarding the Company. The Directors report to shareholders throughout the year on a formal basis with the publication of the annual and semi-annual reports. Shareholders also receive a live update from the Chairman of the Board and the Investment Manager at the Company’s annual investor event. The 2026 annual investor event was held in-person and webcast simultaneously on February 11, 2026, providing accessibility to shareholders unable to attend in person and eliminating the cost and environmental impact of travel. The event’s format, including an extended question and answer session, is designed to provide the Board a meaningful opportunity to engage with and hear from shareholders directly.
2026 · Pershing Square Holdings, Ltd.
Pershing Square Holdings 2025 Annual Report (incl. Letter to Shareholders)
Pershing Square Holdings, Ltd. 47 Corporate Governance Report The Company is a member of the AIC and reports against the AIC Code of Corporate Governance published in August 2024 (the “AIC Code”). The AIC Code provides a framework of corporate governance best practices for investment companies. As an entity authorized and regulated by the Guernsey Financial Services Commission (the “GFSC”), the Company is subject to the GFSC’s “Finance Sector Code of Corporate Governance” (the “Guernsey Code”). By reason of the Public Shares’ listing on the LSE, the Company is also required by the UK Listing Rules of the Financial Conduct Authority to report on how it has applied the UK Corporate Governance Code (the “UK Code”). The Company is deemed to meet its reporting obligations under the Guernsey Code and the UK Code by reporting against the AIC Code. The AIC Code addresses all of the principles set out in the Guernsey Code and closely reflects the UK Code. In addition, the AIC Code contains additional principles and recommendations on issues that are of specific relevance to investment companies. Accordingly, the Board believes that applying the AIC Code provides the appropriate corporate governance framework for the Company and reporting for its shareholders. The AIC Code is available on the AIC’s website, www.theaic.co.uk. The UK Code is available on the UK Financial Reporting Council’s website, www.frc.org.uk.
2026 · Pershing Square Holdings, Ltd.
Pershing Square Holdings 2025 Annual Report (incl. Letter to Shareholders)
The Company’s compliance with the AIC Code is explained in this Corporate Governance Report, the Report of the Directors, the Directors’ Remuneration Report and the Report of the Audit Committee. As set forth in these reports, the Company has complied with the principles and recommendations of the AIC Code and the relevant provisions of the UK Code. The Board strongly believes that its focus on maintaining high standards of corporate governance contributes to the Company’s success, as described throughout this report and the reports of its committees. THE BOARD COMPOSITION AND DELEGATION OF FUNCTIONS AND ACTIVITIES The Board consists of six non-executive Directors, five of whom are independent. Ms Coussin, as the Chief Legal Officer and Chief Compliance Officer of the Investment Manager, is deemed not to be an independent Director of the Company. Mr Morley, Ms Denton and Mr Henton serve as Chairman of the Board, Senior Independent Director and Chairman of the Audit Committee, respectively. Bronwyn Curtis and Tope Lawani retired at the Company’s Annual General Meeting on May 1, 2025 and did not offer themselves up for re-election, having served on the board since 2018 and 2021, respectively. Mr Wautier was elected as a new Director at the Company’s Annual General Meeting on May 1, 2025 and Ms Ogut was appointed as a new Director on August 5, 2025.
2026 · Pershing Square Holdings, Ltd.
Pershing Square Holdings 2025 Annual Report (incl. Letter to Shareholders)
Pershing Square Holdings, Ltd. 48 COMPANY CULTURE While the Company does not have employees, the Board and the Investment Manager believe that it is important to the Company’s success to promote a culture of high ethical and professional values, engage in prudent risk management and utilize effective control processes and systems. The Company has adopted an investment policy, which describes the Company’s investment objective, the instruments in which the Company may invest and the types of opportunities the Investment Manager seeks on the Company’s behalf. Risk management is integrated into the Investment Manager’s investment process and operations. The Investment Manager creates strong operational systems by maintaining a robust compliance function, continually seeking to enhance its infrastructure and controls, and incentivizing personnel to collaborate and act with professional integrity. The Board periodically receives reports on the Investment Manager’s culture and is exposed to that culture through its close contact with the Investment Manager’s management team and support personnel. The Board continues to believe that the Investment Manager’s experienced, high-performance team and its lean, investment-centric business model have contributed to the success of the Company. DIVERSITY The Directors recognize that the diversity of the Board and its committees contribute to the success of the Company by enhancing the Board’s effectiveness through good corporate governance.
2026 · Pershing Square Holdings, Ltd.
Pershing Square Holdings 2025 Annual Report (incl. Letter to Shareholders)
Pershing Square Holdings, Ltd. 50 THE BOARD’S PROCESSES The content and culture of board meetings are a critical means by which the Board’s governance contributes to the Company’s success. The Board meets regularly throughout the year, at least on a quarterly basis. Board meetings prioritize open discussion and debate. The Board’s decision-making actively considers the likely consequences of any decision in the long term, reputational risks to the Company and the need to consider the interests of shareholders as a whole. The Chairman maintains regular contact with the Investment Manager to identify information that should be provided to the Directors, and invites Director comments on meeting agendas. At the beginning of every Board meeting, Directors disclose their potential conflicts, including ownership in the Company, personal interests in the business to be transacted at the meeting, and potential appointments to other public companies. The Chairman is actively involved in all aspects of Board decision making, seeks input from other Directors, and encourages their participation in matters involving their expertise. Minutes of meetings reflect any Director’s concerns voiced at Board meetings. At each quarterly Board meeting, the Board receives updates regarding the Investment Manager’s operations and investor relations activities during the quarter.
2026 · Pershing Square Holdings, Ltd.
Pershing Square Holdings 2025 Annual Report (incl. Letter to Shareholders)
Pershing Square Holdings, Ltd. 55 COMMITTEES OF THE INVESTMENT MANAGER The Investment Manager has a Conflicts Committee, which meets no less frequently than annually and on an as-needed basis; a Best Execution Committee, which meet no less frequently than quarterly and on an as-needed basis; and Information Security, Valuation and Disclosure Committees, which meet no less frequently than semi-annually, and on an as-needed basis. The meeting minutes are presented to the Board at the quarterly Board meetings, or sooner if necessary. BOARD PERFORMANCE The performance of the Board and that of each individual Director is evaluated annually. The Board engaged Egon Zehnder as an independent external adviser to facilitate the evaluation of its 2025 performance. The external adviser assessed the effectiveness of the Board on key indicators of performance, including the Board’s composition and diversity, the Board’s agenda, governance, division of responsibility with its committees, inter-personal dynamics, the Board’s understanding of its role, risk management, succession planning, stakeholder engagement and culture. The assessment was based on (i) a review of key Board documents, (ii) a series of interviews with Board members, the Company Secretary and Investment Manager personnel, (iii) a questionnaire survey of Board members and the Company Secretary, and (iv) an observation of a quarterly Board meeting.
2026 · Pershing Square Holdings, Ltd.
Pershing Square Holdings 2025 Annual Report (incl. Letter to Shareholders)
The Board evaluation demonstrated that the Board continues to perform highly and is well run. The assessment noted that the Board comprises members with a diverse mix of skills and experiences, which enhances discussions and decision-making. It was observed that the Board has a strong culture of engagement and collaboration, proactive governance and transparency. Directors were considered to work constructively as a team and with the Investment Manager, demonstrating a strong understanding of their role and the Company’s strategy. No material weaknesses in performance were identified in the assessment, and the Board has concluded that it operated effectively in 2025. The Board will use the findings of its assessment to build on its existing strengths in the coming year. The next external review will be completed for 2028.2026
2026 · Pershing Square Holdings, Ltd.
Pershing Square Holdings 2025 Annual Report (incl. Letter to Shareholders)
In particular, the Audit Committee reviews and assesses, where necessary: • The consistency of, and any changes to, significant accounting policies both on a year-on-year basis and across the Company; • The methods used to account for significant or unusual transactions where different approaches are possible; • Whether the Company has followed appropriate accounting standards and made appropriate estimates and judgements, taking into account the views of the external auditor; • The clarity of disclosure in the Company’s financial reports and the context in which statements are made; • All material information presented with the Financial Report such as the Chairman’s Statement, Investment Manager’s Report, Principal Risks and Uncertainties, Report of the Directors, Directors’ Remuneration Report and the Corporate Governance Report; and • The content of the Annual Report and Financial Statements, and advises the Board on whether, taken as a whole, it is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company’s performance, business model and strategy.
2026 · Pershing Square Holdings, Ltd.
Pershing Square Holdings 2025 Annual Report (incl. Letter to Shareholders)
Pershing Square Holdings, Ltd. 58 • The Audit Committee confirms that the Board and Investment Manager have monitored the Company’s compliance with applicable regulations, listing requirements and corporate governance standards. After considering the audit process and various discussions with the auditor, Investment Manager and Administrator, the Audit Committee is satisfied that the audit was undertaken in an effective manner and addressed the main risks. INTERNAL CONTROLS The Audit Committee has examined the effectiveness of the Company’s internal control systems at managing the risks to which the Company is exposed and has not identified any material weaknesses. The Board is ultimately responsible for the Company’s system of internal controls, and for assessing its effectiveness at managing the operational risks to which the Company is exposed. The internal control systems are designed to manage, rather than eliminate, the operational risk of failure to achieve business objectives, and by their nature can only provide reasonable and not absolute assurance against misstatement and loss. The Board confirms there is an ongoing process for identifying, evaluating and managing the significant operational risks faced by the Company, and that this process was in place for the year ended December 31, 2025, and has been in place up to the date of the approval of the Annual Report and Financial Statements.
2026 · Pershing Square Holdings, Ltd.
Pershing Square Holdings 2025 Annual Report (incl. Letter to Shareholders)
Pershing Square Holdings, Ltd. 62 • We challenged the appropriateness of the Investment Manager's forecasts by applying downside sensitivity analysis and applying further sensitivities to understand the impact on the liquidity of the Company; • Holding discussions with the Investment Manager and the Directors on whether events or conditions exist that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern; • Assessing the assumptions used in the going concern assessment prepared by the Investment Manager and considering whether the methods utilised were appropriate for the Company; and • Reading the going concern disclosures included in the Annual Report and Financial Statements in order to assess that the disclosures were appropriate and in conformity with the reporting standards. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company’s ability to continue as a going concern for a period to March 31, 2027. In relation to the Company's reporting on how they have applied the UK Corporate Governance Code, we have nothing material to add or draw attention to in relation to the Directors' statement in the Financial Statements about whether the Directors considered it appropriate to adopt the going concern basis of accounting.
2026 · Pershing Square Holdings, Ltd.
Pershing Square Holdings 2025 Annual Report (incl. Letter to Shareholders)
Pershing Square Holdings, Ltd. 65 We have nothing to report in this regard. Matters on Which We Are Required to Report by Exception We have nothing to report in respect of the following matters in relation to which the Companies (Guernsey) Law, 2008 requires us to report to you if, in our opinion: • proper accounting records have not been kept by the Company; or • the Financial Statements are not in agreement with the Company’s accounting records and returns; or • we have not received all the information and explanations we require for our audit. Corporate Governance Statement We have reviewed the Directors’ statement in relation to going concern, longer-term viability and that part of the Corporate Governance Report relating to the Company’s compliance with the provisions of the UK Corporate Governance Code specified for our review by the UK Listing Rules.
2026 · Pershing Square Holdings, Ltd.
Pershing Square Holdings 2025 Annual Report (incl. Letter to Shareholders)
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance Report is materially consistent with the Financial Statements or our knowledge obtained during the audit: • Directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting and any material uncertainties identified, set out on page 41 • Directors’ explanation as to its assessment of the Company's prospects, the period this assessment covers and why the period is appropriate, set out on pages 41-42; • Directors’ statement on fair, balanced and understandable Financial Statements, set out on page 43; • Director’s statement on whether it has a reasonable expectation that the Company will be able to continue in operation and meets its liabilities, set out on page 41; • Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks, set out on page 54; • The section of the Annual Report that describes the review of effectiveness of risk management and internal control systems, set out on page 58; and • The section describing the work of the Audit Committee, set out on pages 56-60.
2026 · Pershing Square Holdings, Ltd.
Pershing Square Holdings 2025 Annual Report (incl. Letter to Shareholders)
However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the Company and management. • We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and determined that the most significant are the Companies (Guernsey) Law, 2008, the 2024 UK Corporate Governance Code, AIC Code of Corporate Governance published in August 2024, the listing requirements of the UK Listing Authority and the Protection of Investors (Bailiwick of Guernsey) Law, 2020. • We understood how the Company is complying with those frameworks by making enquiries of the Investment Manager and those charged with governance regarding: ß their knowledge of any non-compliance or potential non-compliance with laws and regulations that could affect the Financial Statements; ß the Company's methods of enforcing and monitoring non-compliance with such policies; ß management's process for identifying and responding to fraud risks, including programs and controls the Company has established to address risks identified by the Company, or that otherwise prevent, deter and detect fraud; and ß how management monitors those programs and controls. • Administration and maintenance of the Company’s books and records is performed by Northern Trust International Fund Administration Services (Guernsey) Limited whom are a regulated firm, independent of the Investment Manager.
2026 · Pershing Square Holdings, Ltd.
Pershing Square Holdings 2025 Annual Report (incl. Letter to Shareholders)
Pershing Square Holdings, Ltd. 67 ß obtaining an understanding of entity-level controls and considering the influence of the control environment; ß obtaining management's assessment of fraud risks including an understanding of the nature, extent and frequency of such assessment documented in the Board's risk matrix; ß making inquiries with those charged with governance as to how they exercise oversight of management's processes for identifying and responding to fraud risks and the controls established by management to mitigate specifically those risks the entity has identified, or that otherwise help to prevent, deter and detect fraud; and ß making inquiries with management and those charged with governance regarding how they identify related parties including circumstances related to the existence of a related party with dominant influence. • Based on this understanding, we designed our audit procedures to identify non-compliance with such laws and regulations.
2026 · Pershing Square Holdings, Ltd.
Pershing Square Holdings 2025 Annual Report (incl. Letter to Shareholders)
Our procedures involved a review of Board minutes and inquiries of the Investment Manager and those charged with governance including: ß through discussion, gaining an understanding of how those charged with governance, the Investment Manager and Administrator identify instances of non-compliance by the Company with relevant laws and regulations; ß inspecting the relevant policies, processes and procedures to further our understanding; ß Performed journal entry testing, with a focus on postings where we considered a heightened risk of fraud in key areas including the recognition of revenue arising from dividend income and the calculation of performance fees; ß reviewing Board minutes and internal compliance reporting; ß inspecting correspondence with regulators; and ß obtaining relevant written representations from the Board of Directors. A further description of our responsibilities for the audit of the Financial Statements is located on the Financial Reporting Council’s website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report. Other Matters We Are Required to Address • Following the recommendation from the Audit Committee, we were appointed by the Company on April 5, 2013 to audit the Financial Statements for the year ended December 31, 2012 and subsequent financial periods.
2026 · Pershing Square Holdings, Ltd.
Pershing Square Holdings 2025 Annual Report (incl. Letter to Shareholders)
Pershing Square Holdings, Ltd. 70 • Identify and assess the risks of material misstatement of the Financial Statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the Financial Statements. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, no such opinion is expressed. • Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the Financial Statements. • Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern for a reasonable period of time. We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit. Supplementary Information Our audit was conducted for the purpose of forming an opinion on the Financial Statements as a whole.
2026 · Pershing Square Holdings, Ltd.
Pershing Square Holdings 2025 Annual Report (incl. Letter to Shareholders)
Pershing Square Holdings, Ltd. 72 These Financial Statements on pages 71-113 were approved by the Board of Directors on February 18, 2026, and were signed on its behalf by /s/ Rupert Morley /s/ Andrew Henton Rupert Morley Andrew Henton Chairman of the Board Chairman of the Audit Committee February 18, 2026 February 18, 2026
2026 · Pershing Square Holdings, Ltd.
Pershing Square Holdings 2025 Annual Report (incl. Letter to Shareholders)
Pershing Square Holdings, Ltd. 77 Investment Manager The Company has appointed PSCM as its investment manager pursuant to the Investment Management Agreement (the “IMA”). The Investment Manager has responsibility, subject to the overall supervision of the Board of Directors, for the investment of the Company’s assets in accordance with the Investment Policy of the Company. The Company delegates certain administrative functions relating to the management of the Company to PSCM. PSCM completed an internal reorganization of its ownership structure in July 2024. As a result of the reorganization, PSCM and its general partner are indirectly controlled by PS Holdco GP Managing Member, LLC, a Delaware limited liability company controlled by senior management of PSCM, including William A. Ackman as the largest owner. The reorganization resulted in a deemed assignment of the Company’s IMA for purposes of the U.S. Investment Advisers Act of 1940, which was approved by the Board of Directors in accordance with the terms of the IMA and the Company’s Articles of Incorporation. The reorganization did not have any effect on PSCM’s management team or PSCM’s role in managing the Company, and PSCM’s obligations under the IMA are unchanged by the reorganization. Board of Directors The Company’s Board of Directors is comprised of Halit Coussin, Charlotte Denton, Andrew Henton, Rupert Morley, Bilge Ogut and Jean-Baptiste Wautier, all of whom are non-executive Directors.
2026 · Pershing Square Holdings, Ltd.
Pershing Square Holdings 2025 Annual Report (incl. Letter to Shareholders)
All Directors other than Ms Coussin, who is the Chief Legal Officer and Chief Compliance Officer of the Investment Manager, are considered independent. Jean-Baptiste Wautier was elected at the 2025 Annual General Meeting of the Company (the “2025 AGM”) as a new Director. Bronwyn Curtis and Tope Lawani retired as Directors at the 2025 AGM, having served since 2018 and 2021, respectively. Bilge Ogut joined the board in August 2025. Committees of the Board The Board has established an Audit Committee, a Management Engagement Committee, a Remuneration Committee, a Risk Committee and a Nomination Committee. Ms Coussin is a member of the Risk Committee. The other committees are comprised solely of independent Directors of the Company who are not affiliated with the Investment Manager. Further details as to the composition and role of the Audit Committee are provided in the Report of the Audit Committee; further details as to the composition and role of the Management Engagement, Remuneration, Risk and Nomination Committees are provided in the Corporate Governance Report. Prime Brokers Goldman Sachs & Co. LLC and UBS Securities LLC (the “Prime Brokers”) both serve as custodians and primary clearing brokers for the Company. Administrator Northern Trust International Fund Administration Services (Guernsey) Limited (the “Administrator”) is the administrator and Company Secretary.
2026 · Pershing Square Holdings, Ltd.
Pershing Square Holdings 2025 Annual Report (incl. Letter to Shareholders)
Pershing Square Holdings, Ltd. 78 Exchange Listings The Company’s Public Shares trade on the LSE in USD and Sterling. The Company’s Public Shares also traded on Euronext Amsterdam until they were delisted from the exchange on January 31, 2025 at the Company’s request. 2. SUMMARY OF MATERIAL ACCOUNTING POLICIES Basis of Preparation The Financial Statements of the Company have been prepared in accordance with IFRS as issued by the International Accounting Standards Board (“IASB”). The Financial Statements have been prepared on a historical-cost basis, except for financial assets and financial liabilities at fair value through profit or loss that have been measured at fair value. The Company presents its statement of financial position with assets and liabilities listed in order of liquidity. After making reasonable inquiries and assessing all data relating to the Company’s liquidity, particularly its holding of cash and Level 1 assets in relation to its liabilities, the Investment Manager and the Board of Directors believe that the Company is well placed to manage its business risks and has adequate resources to continue in operational existence through March 31, 2027. The Board of Directors and the Investment Manager do not consider there to be any threat to the going concern status of the Company. For these reasons, the Company has adopted the going concern basis in preparing the Financial Statements.
2026 · Pershing Square Holdings, Ltd.
Pershing Square Holdings 2025 Annual Report (incl. Letter to Shareholders)
Any material changes in valuation methods are discussed and agreed with the Board of Directors. Offsetting of Financial Instruments Financial assets and financial liabilities are reported gross by counterparty in the statement of financial position. It is not the Company’s intention to settle financial assets and financial liabilities net of the collateral pledged to or received from counterparties. The Company’s derivative assets and liabilities reported by counterparty, showing the effect of netting financial assets and financial liabilities against collateral pledged to or received from the same relevant counterparties, are presented in Note 8. Functional and Presentation Currency The Company’s functional currency is USD, which is the currency of the primary economic environment in which it operates. The Company’s performance is evaluated, and its liquidity is managed, in USD. Therefore, USD is considered the currency that most faithfully represents the economic effects of the underlying transactions, events and conditions. The presentation currency of the Company’s Financial Statements is USD. Foreign Currency Translations Assets and liabilities denominated in non-U.S. currencies are translated into USD at the prevailing exchange rates at the reporting date. Transactions in non-U.S. currencies are translated into USD at the prevailing exchange rates at the time of the transaction.
2026 · Pershing Square Holdings, Ltd.
Pershing Square Holdings 2025 Annual Report (incl. Letter to Shareholders)
The Special Voting Share at all times carries 50.1% of the aggregate voting power in the Company (except for certain matters set forth in the UK Listing Rules on which it may not vote). VoteCo’s organizational documents require it to vote in the interest of the Company’s shareholders as a whole. The Investment Manager has no affiliation with VoteCo. The members of the VoteCo board of directors are independent from the Investment Manager and have no interest in the Company or the Investment Manager. VoteCo is wholly owned by a trust established for the benefit of one or more charitable organizations outside of the United States, currently the Breast Cancer Society of Canada. Voting Rights The holders of Public Shares have the right to receive notice of, attend and vote at general meetings of the Company. Public Shares held in Treasury do not have voting rights. Each Public Share and Management Share, if any, carries such voting power so that the aggregate issued number of Public Shares and Management Shares carries 49.9% of the total voting power of the aggregate number of voting shares. Each Public Share carries one vote and each Management Share carries such voting power so that the total voting power of the Public Shares and Management Shares are pro-rated in accordance with their respective net asset values. The Special Voting Share carries 50.1% of the aggregate voting power in the Company.
2026 · Pershing Square Holdings, Ltd.
Pershing Square Holdings 2025 Annual Report (incl. Letter to Shareholders)
Pershing Square Holdings, Ltd. 105 William Ackman was appointed the executive chairman of HHH’s board of directors. Ryan Israel, Pershing Square’s Chief Investment Officer, was named HHH’s Chief Investment Officer, a newly created role, and also joined the HHH board. Ben Hakim, Pershing Square’s President, continued in his role as a non-executive director. Jean-Baptiste Wautier was appointed to the HHH board as a new independent director. Pershing Square has the right to nominate a number of directors equal to 25% of the total number of HHH board members as long as it holds at least 17.5% of the fully diluted HHH shares; if Pershing Square holds less than 17.5% but at least 10% of the fully diluted HHH shares it has the right to nominate at least 10% of the total number of HHH board members; and if Pershing Square holds less than 10% of the fully diluted HHH shares it will no longer have the right to nominate directors. HHH entered into a Services Agreement with the Investment Manager in connection with the transaction pursuant to which the Investment Manager will provide investment, advisory, and other ancillary services including corporate development, transaction execution and capital markets services. The Investment Manager will also assist HHH in identifying and hedging macro-related risks. HHH will pay the Investment Manager a quarterly base fee of $3.75 million (adjusted annually for inflation), plus a quarterly variable fee equal to 0.
2026 · Pershing Square Holdings, Ltd.
Pershing Square Holdings 2025 Annual Report (incl. Letter to Shareholders)
Pershing Square Holdings, Ltd. 107 SEG common stock, of which the Company received 2,566,587 shares. Due to the outsized demand for the Rights Offering, the Pershing Square Funds did not receive any additional shares through the Standby Purchase Agreement. Beneficial Ownership of Portfolio Companies In the normal course of business, the Company and its affiliates make concentrated investments in portfolio companies where the aggregate beneficial holdings of the Company and its affiliates may be in excess of 10% of one or more portfolio companies’ classes of outstanding securities. At such ownership levels, a variety of securities laws may, under certain circumstances, restrict or otherwise limit the timing, manner and volume of disposition of such securities. In addition, with respect to such securities, the Company and its affiliates may have disclosures or other public reporting obligations with respect to acquisitions and/or dispositions of such securities. Similar restrictions and/or obligations may apply where the Company and its affiliates have a representative on the board of a portfolio company. As of December 31, 2025 and December 31, 2024, the Company and its affiliates beneficially owned greater than 10% of the outstanding common equity securities of HHH, SEG and SPARC. Ben Hakim was elected as a non-executive director of HHH and William Ackman retired as the chairman of the HHH board of directors at the HHH annual general meeting on May 23, 2024.
2026 · Pershing Square Holdings, Ltd.
Pershing Square Holdings 2025 Annual Report (incl. Letter to Shareholders)
The Portfolio Update reflects Pershing Square’s own views and opinions as a shareholder of the portfolio companies discussed therein and should not be taken to reflect the view or opinions of the board of directors of any portfolio company or that of any individual director. Reflects the positions in which the Company has previously publicly disclosed an investment as of February 10, 2026. Current equity positions does not include positions under 2% of the Company’s NAV (before accrued performance fees) unless there is a material update to the business of the portfolio company to report. 16. The contributions and detractions to performance presented herein are based on gross returns which do not reflect the deduction of management fees and accrued/crystallized performance fees (if any). Inclusion of such fees and expenses would produce lower returns than presented here. In addition, at times, Pershing Square may engage in hedging transactions to seek to reduce risk in the portfolio, including investment specific hedges that do not relate to the underlying securities of an issuer in which the Company is invested. For each issuer, the gross returns reflected herein (i) include only returns on the investment in the underlying issuer and the hedge positions that directly relate to the securities that reference the underlying issuer (e.g.