2026 · Pershing Square Holdings, Ltd.
Pershing Square Holdings 2025 Annual Report (incl. Letter to Shareholders)
Pershing Square Holdings, Ltd. 5 In connection with the Transaction, HHH entered into a services agreement with the Investment Manager pursuant to which the Investment Manager will provide investment, advisory, and other ancillary services to HHH, and HHH will pay the Investment Manager a quarterly fee further described in the following joint press release: investor.howardhughes.com/news-releases/news-release-details/pershing-square-invest-900-million-acquire- nine-million-newly. To that end, the Board approved amendments to the IMA that provide reductions to the management fees otherwise payable by PSH to the Investment Manager. The reduction is an amount equal to the fees payable to the Investment Manager by HHH that are attributable to the HHH common stock held by PSH. Since the acquisition, the Investment Manager has made significant progress with HHH. In December, HHH announced that it has entered into a definitive agreement to acquire 100% of Vantage Group Holdings Ltd. (“Vantage”), a privately held leading specialty insurance and reinsurance company. The acquisition of Vantage by HHH will be financed by a combination of HHH’s cash on hand and an equity commitment from PSH of up to $1 billion of non-voting exchangeable perpetual preferred stock to be issued by HHH.
2026 · Pershing Square Holdings, Ltd.
Pershing Square Holdings 2025 Annual Report (incl. Letter to Shareholders)
We believe that current market dynamics are due to the ever-growing percentage of capital controlled by highly-leveraged market participants who have extremely short-term objectives, and are incentivized or required to exit when certain stop loss triggers are hit due to margin and/or total-return swap leverage and/or risk limits, amplified by the reduction in float due to growing index ownership. The market increasingly appears like a casino where money is wagered over the course of a day, hours, minutes or even seconds. This mismatch between stocks, which represent perpetuity interests in businesses that are inherently long-term assets, and their temporary ‘owners,’ creates growing opportunities for the patient investor with stable capital. Because of our permanent capital structure, the increasingly volatile market dynamics will likely continue to offer us occasionally extraordinary opportunities to buy the highest quality durable growth companies in the world at bargain prices. Market Valuation Since the onset of COVID-19, equity markets have delivered strong returns. From 2020 through 2025, the S&P 500 has generated a 112% total return or 13% per annum.14 While the past five years have experienced enormous volatility due to significant geopolitical, pandemic, and inflation-related challenges, the overall result has been a strong, multi-year advance in the index. Stock market performance has been particularly robust over the last three years.
2026 · Pershing Square Holdings, Ltd.
Pershing Square Holdings 2025 Annual Report (incl. Letter to Shareholders)
; Thom Lachman, the Chairman and CEO of Duracell, a Berkshire Hathaway company; and Jean-Baptiste Wautier, the former Chairman of the Investment Committee and CIO of BC Partners, a large European private equity firm. JB also serves as a director of PSH. Our long-term objective is to transform HHH into a modern-day Berkshire Hathaway: a diversified holding company built upon a foundation of high-quality, durable growth companies that can compound their intrinsic values at high rates over the long term. In December, HHH took an important step forward in executing its new strategy by entering into a definitive agreement to acquire Vantage Group Holdings, Ltd. (“Vantage”), a specialty insurance and reinsurance company, for $2.1 billion. We believe Vantage is an ideal platform to begin HHH’s transformation. It is well diversified across specialty lines of insurance, has an excellent and experienced management team, and benefits from established regulatory licenses, strong credit ratings, and a growing presence in the market. In light of its short operating history – Vantage was launched in 2020 – it has limited risk associated with long-dated legacy insurance exposures. The Vantage acquisition is expected to close in the second quarter of 2026, subject to regulatory approvals. The transaction will be funded with approximately $1.2 billion of cash from HHH’s balance sheet, together with up to $1.0 billion of preferred equity from PSH (the “HHH Preferred”).
2026 · Pershing Square Holdings, Ltd.
Pershing Square Holdings 2025 Annual Report (incl. Letter to Shareholders)
The HHH Preferred is structured to provide bridge equity to HHH while offering PSH a return similar to a direct investment in Vantage plus a small premium in the likely event it is repurchased by HHH over the next several years. If HHH does not fully repurchase the HHH Preferred from PSH, it converts into common stock in Vantage at the initial acquisition price, and PSH has registration rights which can facilitate a public listing of the company. As part of our services arrangement with HHH, Pershing Square will manage the assets of Vantage for no incremental cost. We intend for Vantage to invest 100% of its insurance float in short-term U.S. Treasurys, and over time, its surplus capital in common stocks, similarly to how Berkshire Hathaway has managed its insurance subsidiaries’ assets. We expect that our approach to managing Vantage’s assets will allow it to earn a substantially higher return on equity than a typical insurer, which should enable it to compound its book value at a high rate over time. If we are successful in achieving our expectations for Vantage, it will materially accelerate HHH’s growth profile, diversify the sources of its revenues and earnings, reduce its cost of capital, and accelerate HHH’s long-term growth in intrinsic value and share price. The Current Economic and Market Backdrop We believe that 2026 could be a very strong economic year. There are a number of geopolitical, economic, and political factors and forces that contribute to our view.
2026 · Pershing Square Holdings, Ltd.
Pershing Square Holdings 2025 Annual Report (incl. Letter to Shareholders)
The decline in earnings contribution from Brookfield’s real estate businesses partially offset BN growth in 2025 and reflects targeted balance sheet simplification actions and softer macroeconomic conditions at Brookfield’s small but highly cash generative residential homebuilder business. Importantly, growth in 2025 remained meaningfully below our view of Brookfield’s structural potential and management’s long-term targets. The company’s current level of Distributable Earnings do not reflect the likely step-function increase in future carried interest realizations, nor the full earnings power of BWS insurance float. In addition, we believe Brookfield’s single largest business, Brookfield Asset Management, which comprises more than 50% of Brookfield Corporation’s total value, is positioned for growth in fee earnings of 20% or more this year. In total, we expect BN’s DE growth to meaningfully accelerate this year with the potential to grow 25% or more, a level that is consistent with management’s targeted 25% annual growth rate over the medium term. Despite Brookfield’s strong growth outlook, its valuation remains compelling. Brookfield presently trades at 14 times our estimate of distributable earnings per share, or only 11 times when adjusted for the steady-state earnings power of BWS and a normalized level of carried interest.
2026 · Pershing Square Holdings, Ltd.
Pershing Square Holdings 2025 Annual Report (incl. Letter to Shareholders)
We in turn are reducing the management fees we receive from PSH dollar-for-dollar by the fees paid to PSCM by HHH that are attributable to the HHH common stock held by the Company. We had previously communicated that our first initiative for HHH would be for the company to acquire a diversified property casualty insurance company whose assets we will manage. To that end, in December 2025, HHH signed a definitive agreement to acquire Vantage Group Holdings Ltd. (“Vantage”), a leading specialty insurance and reinsurance company backed by Carlyle and Hellman & Friedman, for $2.1 billion. The transaction is expected to close in the second quarter of 2026, subject to customary regulatory approvals and closing conditions. We believe the acquisition of Vantage is an ideal transaction to begin HHH’s transformation into a diversified holding company. The addition of a higher-return, faster-growing insurance operation accelerates HHH’s overall growth profile and increases and diversifies HHH’s sources of long-term value. HHH’s holding-company ownership of Vantage provides long-term capital support which will materially strengthen Vantage’s credit profile and underwriting flexibility. In our view, an emphasis on underwriting profitability—driven by disciplined risk selection, pricing, and portfolio optimization rather than growth—will improve Vantage’s ability to effectively navigate the insurance cycle.will
2026 · Pershing Square Holdings, Ltd.
Pershing Square Holdings 2025 Annual Report (incl. Letter to Shareholders)
Pershing Square Holdings, Ltd. 18 manage Vantage’s investment portfolio for no additional fees. Over time, Vantage’s investment portfolio is expected to be principally invested in cash, short-term Treasurys, and a portfolio of common stocks. Float (loss reserves) will be invested in cash and short-term Treasurys, to avoid duration, credit or liquidity risk. We will seek to increase the proportion of Vantage’s investment portfolio allocated to common stocks, where PSCM has a 22-year track record of generating superior investment returns, subject to regulatory and credit rating considerations. The $2.1 billion acquisition will be financed with capital from HHH’s balance sheet and up to $1 billion of non-interest- bearing, non-voting preferred stock issued by HHH to PSH (the “HHH Preferred”). The HHH Preferred will be split into 14 equally sized tranches that HHH will have the right to repurchase at the end of each fiscal year for the first seven years post- closing of the transaction. The repurchase price for each share of the HHH Preferred will be cash consideration equal to 1.5 times Vantage’s book value at the repurchase date, multiplied by the ownership percentage of Vantage represented by the HHH Preferred shares (on an as-exchanged basis, subject to a minimum repurchase price equal to the original issue price plus 4% per annum).
2026 · Pershing Square Holdings, Ltd.
Pershing Square Holdings 2025 Annual Report (incl. Letter to Shareholders)
Pershing Square Holdings, Ltd. 32 BILGE OGUT Independent Director Ms Ogut, a resident of Zurich, Switzerland, has been an independent Director of the Company since August 2025. Ms Ogut has over 25 years of industry experience and currently serves as an investment partner at Groupe Bruxelles Lambert, a publicly listed investment holding company on Euronext Brussels. Ms Ogut served as an advisory partner to Partners Group throughout 2025, concluding this role at the end of the year. From 2013 to 2024, she held several senior leadership roles at the firm, including Head of Technology Investing and Head of Private Equity Europe. After joining the firm, she led a number of strategic investments and played a key role in developing the firm’s technology investing strategy. During her tenure, she served on the Private Equity Investment Committee, the Global Investment Committee, and chaired the Technology Specialist Investment Committee. She served on the boards of Forterro and Unit4, and previously held board roles at Civica, CPA Global, and Vermaat. She also served as an independent board member of PartnerRe, a global reinsurance business. Earlier in her career, Ms Ogut was a Managing Director at Warburg Pincus, focusing on the TMT sector. She co-led Standard Bank’s private equity business and began her career in Goldman Sachs’ TMT group, gaining foundational experience in principal investing and capital markets.
2026 · Pershing Square Holdings, Ltd.
Pershing Square Holdings 2025 Annual Report (incl. Letter to Shareholders)
(“Vantage”), a privately held specialty insurance and reinsurance company, for aggregate consideration of approximately $2.1 billion in cash. The acquisition of Vantage is expected to be financed through a combination of HHH’s existing cash resources and the issuance of the HHH Preferred. The aggregate amount of HHH Preferred to be subscribed by the Company will be determined by HHH at the closing of the Vantage acquisition, up to the $1.0 billion commitment. The HHH Preferred will be issued in 14 equal tranches. HHH will have the right to repurchase each tranche (up to all outstanding HHH Preferred) during a prescribed window following the end of each of the first seven fiscal years after the acquisition’s closing. The repurchase price for any tranche of the HHH Preferred will be the greater of (i) 1.5 times the most recent year-end or quarter-end book value of Vantage, multiplied by the ownership percentage represented by such tranche on an as-exchanged basis, and (ii) the original issue price of such tranche plus an annual increase of 4% through the date of repurchase. If any portion of the HHH Preferred is not repurchased within 60 days following the end of the seventh fiscal year after issuance, the Company will have the right to exchange such HHH Preferred into common stock of Vantage.by
2026 · Pershing Square Holdings, Ltd.
Pershing Square Holdings 2025 Annual Report (incl. Letter to Shareholders)
The index is not subject to any of the fees or expenses to which the Pershing Square funds are subject. The Pershing Square funds are not restricted to investing in those securities which comprise this index, their performance may or may not correlate to this index and the portfolio of the funds should not be considered a proxy for this index. The volatility of an index may materially differ from the volatility of the Pershing Square funds’ portfolios. The S&P 500 is comprised of a representative sample of 500 U.S. large-cap companies. The index is an unmanaged, float-weighted index with each stock's weight in the index in proportion to its float, as determined by Standard & Poors. The S&P 500 index is proprietary to and is calculated, distributed and marketed by S&P Opco, LLC (a subsidiary of S&P Dow Jones Indices LLC), its affiliates and/or its licensors and has been licensed for use. S&P® and S&P 500® are registered trademarks of Standard & Poor's Financial Services LLC. © 2026 S&P Dow Jones Indices LLC, its affiliates and/or its licensors. All rights reserved. iii. The Company’s share price performance is calculated based on the Company’s Public Shares traded on the LSE in USD and includes dividend reinvestment. Over the same period, the share price performance, including dividend reinvestment, of Public Shares listed on the LSE in Sterling increased by 26.1% iv. Discount to NAV is calculated based on the Company’s Public Shares listed on the LSE in USD.