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)
Pershing Square Holdings, Ltd. 4 INVESTMENT MANAGER The Board has delegated the task of managing PSH’s assets to the Investment Manager as set out in the Investment Management Agreement (“IMA”) entered into at the inception of PSH and subsequently amended. Although the Board does not make individual investment decisions, it is accountable for oversight of the Investment Manager. The Investment Manager is a fundamental value investor that utilises a range of engagement strategies to unlock long- term value for shareholders and, among other things, seeks to invest in excellent businesses, which it believes have limited downside. These businesses tend to be large cap companies domiciled in North America that generate relatively predictable and growing free cash flows, with formidable barriers to entry and a compelling value proposition. The Investment Manager continues to engage constructively with many of PSH’s portfolio companies through direct board representation in some situations, and less formal, private engagement in others. PORTFOLIO CHANGES The Board was pleased to see continued robust idea generation from the Investment Manager throughout the year. As discussed in my August letter, the Investment Manager exited its investment in Canadian Pacific in April, and it initiated a position in Amazon – a business that the Investment Manager had followed for some time.
2026 · Pershing Square Holdings, Ltd.
Pershing Square Holdings 2025 Annual Report (incl. Letter to Shareholders)
Pershing Square Holdings, Ltd. 24 Principal Risks and Uncertainties The Board has ultimate responsibility for the Company’s risk management. The Board recognizes that identifying the inherent risks related to the business and operations of the Company and developing an effective strategy to manage and mitigate these risks is crucial to the ongoing viability and success of the Company. In order to identify these risks, the Board reviews the management of investment risk and the operations of the Investment Manager at each quarterly Board meeting. In addition, the Board has established a Risk Committee, which at least annually carries out a robust assessment of the existing and emerging risks facing the Company, including those that could threaten its business model, future performance, solvency or liquidity. The Risk Committee’s assessment identified 45 existing risks relevant to the Company’s business, including risks arising from the Company’s investment activities, structure and operations as well as risks relating to shareholder engagement and regulatory compliance. The Risk Committee has considered the cause of each risk, the likelihood of the risk occurring, and the severity of the impact on the Company if the risk occurs, both before and after taking into account the mitigating controls that are in place. Based on this assessment, the Risk Committee has identified the subset of risks set out below as the principal risks faced by the Company.
2026 · Pershing Square Holdings, Ltd.
Pershing Square Holdings 2025 Annual Report (incl. Letter to Shareholders)
Pershing Square Holdings, Ltd. 28 Risk Description Mitigating Factors Market Risk Adverse changes affecting the global financial markets and global economy may have a material negative impact on the performance of the Company’s investments or may cause the prices of financial and derivative instruments in which the Company invests to be highly volatile. The Board and the Investment Manager have identified changes in U.S. trade and immigration policy as emerging risks to the stability of global financial markets. The Investment Manager monitors emerging risks to global markets as part of its portfolio management process and seeks to build a portfolio that has limited exposure to changing market conditions. While the Company is not committed to maintaining market hedges at any time, the Investment Manager may seek to opportunistically invest in hedges to protect the Company’s portfolio against specific macroeconomic risks and capitalize on market volatility. In order to mitigate market-related downside risk, the Company may acquire put options, short market indices or baskets of securities and/or purchase index or single-name credit default swaps, interest rate or currency hedges, or engage in other hedging strategies. Information Security An information security breach results in the disclosure of the Company’s sensitive information and/or access to core systems being disrupted or denied.
2026 · Pershing Square Holdings, Ltd.
Pershing Square Holdings 2025 Annual Report (incl. Letter to Shareholders)
Pershing Square Holdings, Ltd. 33 Report of the Directors We present the Annual Report and Financial Statements of the Company for the year ended December 31, 2025. PRINCIPAL ACTIVITY The Company was incorporated in Guernsey, Channel Islands on February 2, 2012. It became a registered open-ended investment scheme under Guernsey law on June 27, 2012, and commenced operations on December 31, 2012. On October 1, 2014, the Guernsey Financial Services Commission (“GFSC”) approved the conversion of the Company into a registered closed- ended investment scheme. Please refer to Note 11 for further information on the various classes of shares (any reference to “Note” herein shall refer to the Notes to the Financial Statements). INVESTMENT POLICY The Company’s investment objective is to preserve capital and seek maximum, long-term capital appreciation commensurate with reasonable risk. For these purposes, risk is defined as the probability of permanent loss of capital, rather than price volatility. In its value approach to investing, the Company seeks to invest in long (and occasionally short) investment opportunities that the Investment Manager believes exhibit significant valuation discrepancies between current trading prices and intrinsic business (or net asset) value, often with a catalyst for value recognition. The Investment Manager may also seek short sale investments that offer absolute return opportunities.
2026 · Pershing Square Holdings, Ltd.
Pershing Square Holdings 2025 Annual Report (incl. Letter to Shareholders)
issuers (including securities convertible into equity or debt securities); distressed securities, rights, options and warrants; bonds, notes and equity and debt indices; swaps (including equity, foreign exchange, interest rate, commodity and credit default swaps), swaptions, and other derivatives; instruments such as futures contracts, foreign currency, forward contracts on stock indices and structured equity or fixed-income products (including without limitation, asset-backed securities, mortgage-backed securities, mezzanine loans, commercial loans, mortgages and bank debt); exchange traded funds and any other financial instruments the Investment Manager believes will achieve the Company’s investment objective. The Company may invest in securities sold pursuant to initial public offerings. Investments in options on financial indices may be used to establish or increase long or short positions or to hedge the Company’s investments. In order to mitigate market-related downside risk, the Company may acquire put options, short market indices, baskets of securities and/or purchase credit default swaps, but is not committed to maintaining market hedges at any time. A substantial majority of the Company’s portfolio is typically allocated to 8 to 12 core holdings usually comprised of liquid, listed mid-to-large capitalization North American companies.
2026 · Pershing Square Holdings, Ltd.
Pershing Square Holdings 2025 Annual Report (incl. Letter to Shareholders)
The Board has reviewed the recommendations of the Management Engagement Committee with respect to the engagement of the Investment Manager and the Company’s other material service providers and agrees with the Committee’s conclusion that their continued appointment is in the interests of the Company’s shareholders as a whole. The Board will continue to monitor their performance closely. ESG As an investment company without employees or physical operations, the Company does not directly engage in activities that impact the environment or the community. Although the Board has delegated the responsibility for making individual investment decisions to the Investment Manager, the Board has encouraged the Investment Manager to consider ESG best practices, including the risks and impact of climate change, within its own organization, and to actively engage on these issues with its portfolio companies when appropriate. As further described in the Investment Manager’s ESG Statement, available on the Company’s website, the Investment Manager has integrated ESG into its investment selection, risk management and stewardship processes, and has embedded ESG considerations into its operations as a firm. The Investment Manager analyzes the exposure of a business to ESG risks and its approach to ESG at the time of its initial investment and as part of its ongoing stewardship by performing extensive diligence on the business, the industry sector and the context in which the business operates.
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. 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)
This is done in accordance with relevant best practices detailed in the Financial Reporting Council’s (“FRC”) guidance on Risk Management, Internal Control and Related Financial and Business Reporting. The Risk Committee, at the direction of the Board, conducts an annual risk assessment to identify the material risks applicable to the Company’s business, the likelihood of a risk occurring, and the severity of the impact on the Company, and reviews the controls and reporting in place to monitor and mitigate these risks. Deficiencies and recommendations are provided to the Board. The assessment of risk exposures on a gross (before taking account of mitigating controls) and net basis serves to highlight those controls on which greatest reliance is placed. The Investment Manager’s operational controls are reviewed by the Board as part of an operational update provided by the Investment Manager at each quarterly Board meeting. Neither the Company nor the Investment Manager have an internal audit department. All of the Company’s management functions are delegated to independent third parties, and the Board therefore believes that an internal audit function for the Company is not necessary or required. The Board, and where appropriate the Investment Manager, has familiarized itself with the internal control systems of its material service providers, which report regularly to the Board.
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)
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)
Pershing Square Holdings, Ltd. 90 8. DERIVATIVE CONTRACTS In the normal course of business, the Company enters into derivative contracts for investment and hedging purposes. These instruments are subject to various risks, similar to non-derivative instruments, including market, credit and liquidity risk (see Note 13). The Company manages these risks on an aggregate basis along with other risks associated with its investing activities as part of its overall risk management strategy. All derivatives are reported at fair value (as described in Note 2) in the statement of financial position. Changes in fair value are reflected in the statement of comprehensive income. A description of the derivatives traded by the Company is below. Currency Forwards A currency forward contract is a commitment to purchase or sell a currency on a future date at a negotiated forward exchange rate. Currency forward contracts are used for trading purposes and may hedge the Company’s exposure to changes in currency exchange rates on its portfolio investments. Equity Forwards An equity forward contract involves a commitment by the Company to purchase or sell equity securities for a predetermined price, with payment and delivery of the equity securities at a predetermined future date. An equity forward embeds a cost of carry (interest) charge payable by the Company (when the Company commits to purchase) or receivable by the Company (when the Company commits to sell) the underlying securities.
2026 · Pershing Square Holdings, Ltd.
Pershing Square Holdings 2025 Annual Report (incl. Letter to Shareholders)
As of December 31 2025 2024 Fair Value Notional(1) Fair Value Notional(2) Derivatives primarily held for trading purposes Assets Total Return Swaps $ 39,960,965 $ 134,302,503 $ — $ — Total Assets $ 39,960,965 $ 134,302,503 $ — $ — Liabilities Total Return Swaps $ 34,093,323 $ 125,000,001 $ — $ — Total Liabilities $ 34,093,323 $ 125,000,001 $ — $ — Derivatives primarily held for risk management purposes Assets Currency Forwards $ — $ — $ 51,380,344 $ 2,156,603,377 Total Assets $ — $ — $ 51,380,344 $ 2,156,603,377 (1) The Company also traded currency forwards and equity options during 2025 but did not hold these instruments as of December 31, 2025. The average notional amounts traded were $1.5 billion and $797.8 million, respectively. (2) The Company also traded equity options, equity forwards, commodity options and interest rate swaptions during 2024 but did not hold these instruments as of December 31, 2024. The average notional amounts traded were $70.8 million, $773.1 million, $9.1 million and $1.5 billion, respectively. The table below summarizes gains or losses from the Company’s derivative trading for the years ended December 31, 2025 and December 31, 2024 that are included in investment gains and losses in the statement of comprehensive income.(140,398,424)
2026 · Pershing Square Holdings, Ltd.
Pershing Square Holdings 2025 Annual Report (incl. Letter to Shareholders)
Winding-Up The assets available for distribution upon the winding up of the Company, after payment of all creditors of the Company, shall be allocated among each class of shares then in issue in proportion to the NAV of such class of shares at the relevant winding- up date. Within each share class, the assets will be distributed among the shareholders of that class in proportion to the number of shares held at the winding-up date. Capital Management The Company’s general objectives for managing capital are: • To maximize its total return primarily through the capital appreciation of its investments; • To minimize the risk of an overall permanent loss of capital; and • To continue as a going concern To the extent the Investment Manager deems it advisable and provided that there are no legal, tax or regulatory constraints, the Company is authorized to manage its capital through various methods, including, but not limited to: (i) repurchases of Public Shares and (ii) further issuances of shares, provided that the Board only intends to exercise its authority to issue new shares if such shares are issued at a value not less than the estimated prevailing NAV per share (or under certain other specified circumstances). At the 2025 AGM, shareholders renewed the Company’s authority to engage in share buybacks up to a maximum of 14.99% of the Public Shares then outstanding.
2026 · Pershing Square Holdings, Ltd.
Pershing Square Holdings 2025 Annual Report (incl. Letter to Shareholders)
Pershing Square Holdings, Ltd. 97 Interest Expense Year Ended 2025 Year Ended 2024 Bonds coupon expense $ 98,809,410 $ 72,106,453 Bilateral collateral balances 9,286,805 2,197,258 Amortization of Bonds issue costs incurred as finance costs 3,969,451 2,632,775 Amortization of Bonds original issue discount incurred as finance costs 489,954 348,715 Debit balance at prime brokers 257,883 7,402 $ 112,813,503 $ 77,292,603 13. FINANCIAL RISK AND MANAGEMENT OBJECTIVES AND POLICIES Risk Mitigation The Investment Manager defines investment risk as the probability of a permanent loss of capital rather than price volatility. The Investment Manager does not use formulaic approaches to risk management. Instead, risk management is integrated into the portfolio management process. The primary risk management tool is extensive research completed by the Investment Manager prior to an initial investment. Factors considered by the Investment Manager in assessing long investment opportunities include, but are not limited to: • The volatility/predictability of the business; • Its correlation with macroeconomic factors; • The company’s financial leverage; • The defensibility of the company’s market position; and • Its discount to intrinsic value The Investment Manager seeks to invest the substantial majority of the Company’s capital in high-quality, low-leverage, North American, large-cap companies.
2026 · Pershing Square Holdings, Ltd.
Pershing Square Holdings 2025 Annual Report (incl. Letter to Shareholders)
The Investment Manager does not have a formulaic approach in evaluating correlations between investments, but is mindful of sector and industry exposures and other fundamental correlations between the businesses in which the Company invests. Accordingly, the primary risks in the Company’s portfolio are company-specific risks which are managed through investment selection and due diligence. The public nature of the investments in the portfolio and portfolio concentration allows the Investment Manager to monitor and evaluate every investment on a daily basis. The Investment Manager seeks to limit the Company’s exposure to risks that may be associated with the use of financial leverage and it believes that an important distinguishing factor about the Company’s portfolio is that it does not generally use margin leverage. At times, the Investment Manager has made investments that, due to the circumstances of the investment (e.g., the highly leveraged nature of the businesses or assets, the relative illiquidity of the investment, and/or the structure of the Company’s investment), have a materially greater likelihood of a potential permanent loss of capital for the Company. In light of this greater risk, the Investment Manager generally requires the potential for a materially greater reward if successful, and sizes the investments appropriately.
2026 · Pershing Square Holdings, Ltd.
Pershing Square Holdings 2025 Annual Report (incl. Letter to Shareholders)
Pershing Square Holdings, Ltd. 117 Certain Regulatory Disclosures 1. None of the Company’s assets are subject to special arrangements arising from an illiquid nature. 2. There have been no material changes to the Company’s risk profile and risk management system as disclosed in the Prospectus of the Company dated October 2, 2014. 3. a) There have been no changes to the maximum amount of leverage which the Investment Manager may employ on behalf of the Company since the Company’s inception. The terms of the Company’s Bonds restrict the Company from incurring indebtedness beyond a total debt-to-capital ratio of 33.3%. If a key man event occurs, the terms of the Bonds reduce the Company’s permitted total debt-to-capital ratio to 25%. Articles 7 and 8 of the Level 2 Regulations of the Alternative Investment Fund Managers Directive (the “Directive”) set forth the methodology of calculating the leverage of the Company in accordance with the gross method and the commitment method. Leverage is expressed as the exposure of the Company. Exposures are calculated using the sum of the absolute values of all positions valued in accordance with Article 19 of the Directive and all delegated acts adopted pursuant to Article 19. For derivatives, exposures are calculated using the conversion methodology set forth in Annex II to the Level 2 Regulations. For all other securities, exposures are calculated using market values.