Pershing Square Holdings, Ltd.
2024 Annual Report
 
Pershing Square Holdings, Ltd.
i
Pershing Square Holdings, Ltd.
2024 Annual Report and Audited Financial Statements
Annual Report
Company Overview....................................................................................................................................................................
1
Company Performance.............................................................................................................................................................
2
Chairman’s Statement..............................................................................................................................................................
3
Investment Manager’s Report...............................................................................................................................................
7
Principal Risks and Uncertainties .........................................................................................................................................
29
Directors ........................................................................................................................................................................................
35
Report of the Directors ............................................................................................................................................................
38
Directors’ Remuneration Report...........................................................................................................................................
49
Corporate Governance Report...............................................................................................................................................
52
Report of the Audit Committee.............................................................................................................................................
61
Report of Independent Auditor .............................................................................................................................................
66
Audited Financial Statements
Statement of Financial Position ............................................................................................................................................
76
Statement of Comprehensive Income ...............................................................................................................................
78
Statement of Changes in Equity...........................................................................................................................................
79
Statement of Cash Flows ........................................................................................................................................................
80
Notes to Financial Statements ..............................................................................................................................................
81
Supplemental U.S. GAAP Disclosures
Condensed Schedule of Investments .................................................................................................................................
118
Financial Highlights....................................................................................................................................................................
120
Disclosures
Certain Regulatory Disclosures.............................................................................................................................................
121
Affirmation of the Commodity Pool Operator..................................................................................................................
123
Endnotes and Disclaimers.......................................................................................................................................................
124
 
Pershing Square Holdings, Ltd.
1
Company Overview
The Company
Pershing Square Holdings, Ltd. (“PSH”, or the “Company”) (LN:PSH) (LN:PSHD) is an investment holding company structured
as a closed-ended fund principally engaged in the business of acquiring and holding significant positions in a concentrated
number of large capitalization companies. PSH’s objective is to maximize its long-term compound annual rate of growth in
intrinsic value per share.
PSH was incorporated with limited liability under the laws of the Bailiwick of Guernsey on February 2, 2012. It commenced
operations on December 31, 2012 as a registered open-ended investment scheme, and on October 1, 2014 converted into a
registered closed-ended investment scheme. Public Shares of PSH commenced trading on Euronext Amsterdam N.V. on
October 13, 2014 and were delisted from that exchange on January 31, 2025. On May 2, 2017, PSH’s Public Shares were
admitted to the Official List of the UK Listing Authority and commenced trading on the London Stock Exchange (“LSE”).
PSH has appointed Pershing Square Capital Management, L.P. (“PSCM,” the “Investment Manager” or “Pershing Square”), as its
investment manager. PSCM was founded by William A. Ackman on January 1, 2004. 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 38-39 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 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 21 years, the investment strategy pursued by the Investment Manager has generated a 15.9%
annualized net return and a cumulative net return of 2,171.6% for PSLP/PSH (as converted) compared to a 10.0% annualized
net return and a cumulative net return of 654.4% for the S&P 500, PSH’s historical benchmark index, during the same period.
1,3
Pershing Square Holdings, Ltd.
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Company Performance
Pershing Square Holdings, Ltd. and Pershing Square, L.P. (“PSLP”) NAV Performance vs the S&P 500
PSLP/PSH Net Return*
PSLP Net Return
(1,2)
S&P 500
(3)
2004
%
42.6
%
10.9
%
2005
%
39.9
%
4.9
%
2006
%
22.5
%
15.8
%
2007
%
22.0
%
5.6
%
2008
)%
(13.0
)%
(37.0
)%
2009
%
40.6
%
26.4
%
2010
%
29.7
%
15.1
%
2011
)%
(1.1
)%
2.1
%
2012
%
13.3
%
16.0
%
2013
%
9.7
%
32.4
%
2014
%
36.9
%
13.7
%
2015
)%
(16.2
)%
1.4
%
2016
)%
(9.6
)%
11.9
%
2017
)%
(1.6
)%
21.8
%
2018
)%
(1.2
)%
(4.4
)%
2019
%
44.1
%
31.5
%
2020
%
56.6
%
18.4
%
2021
%
22.9
%
28.7
%
2022
)%
(7.8
)%
(18.1
)%
2023
%
20.8
%
26.3
%
2024
%
8.2
%
25.0
%
Year-to-date through March 11, 2025
)%
0.1
%
(5.0
)%
January 1, 2004–March 11, 2025
(1,4)
Cumulative Return (Since Inception)
%
1,862.9
%
654.4
%
Compound Annual Return
%
15.1
%
10.0
%
December 31, 2012–March 11, 2025
(1,4)
Cumulative Return (Since PSH Inception)
%
270.3
%
388.8
%
Compound Annual Return
%
11.3
%
13.9
%
*NAV return an investor would have earned if it invested in PSLP at its January 1, 2004 inception and converted to PSH at its launch on December 31, 2012. Also see endnote 1
on page 125. Past performance is not a guarantee of future results. All investments involve risk, including the loss of principal. Please see accompanying endnotes and
important disclaimers on pages 124-128.
Pershing Square Holdings, Ltd.
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Chairman’s Statement
INTRODUCTION
The past several years have been marked by some of the most complex macroeconomic conditions in recent history, and 2024
was no exception. Investors continued to grapple with inflationary pressures that, while moderating, remained above central
bank targets. The prolonged tightening cycle has caused shifting expectations around rate cuts, which created a complicated
environment for markets.
2024 also presented a complex geopolitical landscape, with markets remaining volatile amid uncertainty surrounding the U.S.
presidential election for most of the year and ongoing conflicts in Eastern Europe and the Middle East. The associated
uncertainty and tension added another layer of complexity to an already challenging macroeconomic environment.
Despite these headwinds, U.S. equity markets demonstrated resilience, driven largely by the strength of a handful of mega-cap
technology companies. While the results of those companies led to strong index-level returns, they also underscored the
growing dispersion in results among the underlying companies. Against this backdrop, the Board is pleased to report that PSH
delivered solid performance over the year, benefiting from a disciplined investment approach and a focus on high-quality,
durable businesses positioned to make sound business progress in varying economic environments.
The Investment Manager takes a long-term approach to investing and the Board does not expect NAV appreciation to
outperform the S&P 500 every year. Rather, it expects the Investment Manager to outperform over the long-term – and it has
done so over recent periods. The Board commends the Investment Manager’s impressive 22.9% seven-year compound annual
NAV return and 22.2% five-year compound annual NAV return as of December 31, 2024; as well as share price appreciation of
21.1% and 21.6%, respectively, over the same periods.
i,ii
So, while the Investment Manager underperformed the S&P 500 in
2024, it has outperformed the S&P 500 over the seven and five year periods.
iii
The Investment Manager has had a strong relative start to 2025 with a year-to-date return of -0.6% and share price
appreciation of 0.1% as of March 11, 2025.
iv
By comparison, the S&P 500 has decreased 5.0% over the same period.
During the year, the Board engaged in a number of corporate actions to benefit shareholders, which I discuss in detail below.
The Investment Manager also undertook several corporate initiatives designed to position itself for continued long-term
success. The Board was pleased to see that in addition to these initiatives, the Investment Manager made three new
investments over the past year, demonstrating robust idea generation and investment activity.
I detail PSH’s investment performance as well as provide additional information about recent actions taken by the Board in the
pages that follow.
INVESTMENT PERFORMANCE
During the year ended December 31, 2024, PSH’s Net Asset Value (“NAV”) per share, including dividends, increased by 10.2%
net of fees, ending the year at $71.11 per share. PSH’s share price increased by 8.3% over the same period as a result of the
widening of the discount to NAV at which PSH shares traded from 29.6% to 31.2%.
v,vi
By comparison, the S&P 500 increased
25.0% during the year ended December 31, 2024.
The performance of the entire portfolio along with additional information about the Investment Manager’s hedging program is
discussed in more detail in the Investment Manager’s Report.
Pershing Square Holdings, Ltd.
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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 by PSH and PSCM at the inception of PSH (as amended from time to time).
Although the Board does not make individual investment decisions, the Board is ultimately 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.
PSH continues to believe that its ability to access low cost, long-term, investment grade debt is a competitive advantage, and
its long-term debt management strategy is to manage leverage over time by increasing NAV through strong performance and
replacing maturing bonds with new issuances. PSH’s debt profile is comprised of a laddered set of maturities, matching its
long-term investment horizon, with a weighted average maturity of 7 years and a weighted average cost of capital of 3.1% as
of March 11, 2025. PSH’s total debt to total capital ratio as of March 11, 2025 is 15.7%.
vii
The Board believes that this amount
of leverage is conservative, particularly given the quality, liquidity and mark-to-mark nature of PSH’s portfolio assets. PSH
does not have any margin leverage nor any mark-to-market covenants on its outstanding bonds.
PORTFOLIO CHANGES
As I wrote in my letter to you in August, the Investment Manager established new investments in Nike, which is in the early
stages of a turnaround under new CEO Elliott Hill, and Brookfield, a leading alternative asset manager with high-quality and
rapidly growing cash flows. Earlier this year, the Investment Manager also initiated an investment in Uber, the world’s leading
rideshare and delivery marketplace that is well positioned for rapid earnings growth over the medium-term.
Further information on the PSH portfolio can be found in the Investment Manager’s Report.
CORPORATE ACTIONS
The Board has undertaken a number of corporate actions over the past year.
• On June 3, 2024, the Investment Manager announced that it completed a sale to strategic investors of a 10%
common equity interest in Pershing Square Holdco, L.P., a newly formed limited partnership that owns 100% of
the Investment Manager. The Board was supportive of this transaction which it believed would not impact the
Investment Manager’s team, its role in managing PSH, or the Investment Manager’s obligations under the IMA. The
Board further recognises that the strategic sale to a group of world-class, long-term partners will bolster the
Investment Manager’s business, for the benefit of PSH shareholders.
• Since 2022, the Company has utilised a methodology for determining the future dividends that PSH pays which
increase based on NAV growth. In January 2025, based on this methodology, the dividends for 2025 increased by
13%, the third increase since the adoption of the methodology. The dividend has now increased by 65% since the
commencement of the dividend program.
Pershing Square Holdings, Ltd.
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• In January 2024, the Board engaged outside advisors to review the Company’s listing on the Euronext Amsterdam
in light of the fact that the majority of the trading of PSH’s shares occurs on the LSE. The Board concluded that
delisting from Euronext Amsterdam and consolidating trading on the LSE would reduce regulatory complexity and
improve liquidity of PSH’s shares which would be to the benefit of PSH shareholders. The last day of trading of PSH
Shares on Euronext Amsterdam was on January 30, 2025, and delisting occurred on January 31, 2025.
• The Board authorised a total of $200 million in share repurchase programs in 2024. During the year ended
December 31, 2024, the Company repurchased 2.5 million shares at an average price of $47.07 and an average
discount to NAV of 30.6%. As of December 31, 2024, PSH has spent $1.4 billion to repurchase 67.0 million shares,
representing 26.9% of initial shares outstanding, at an average price of $21.24 and an average discount to NAV of
29.3% since initiating its first share repurchase program on May 2, 2017.
viii
DISCOUNT TO NAV
The Board closely monitors the discount to NAV at which PSH’s Public Shares trade. During 2024, the discount widened to
31.2% as of December 31, 2024, but has since narrowed slightly to 30.9% as of March 11, 2025.
ix
As discussed in previous communications, in February 2024, the Board disclosed that it approved amendments to the Variable
Performance Fee provisions in PSH’s IMA that could reduce the performance fees paid by PSH.
In conjunction with that announcement, the Investment Manager discussed plans to launch new investment funds and on July
9, 2024, the Investment Manager launched a roadshow for the initial public offering of the common shares of Pershing Square
USA, Ltd. (“PSUS”), a new investment holding company that was to be listed on the New York Stock Exchange. On July 31, 2024,
the Investment Manager withdrew the PSUS IPO noting that it had decided to re-evaluate PSUS’s structure in light of investor
feedback.
During that July period, PSH’s discount to NAV narrowed meaningfully in anticipation of the PSUS IPO and potential associated
reduction in PSH performance fees.
The Board continues to believe that the introduction 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, and that the most powerful driver of
long-term shareholder returns and discount narrowing will be continued strong absolute and relative NAV performance.
CORPORATE GOVERNANCE / BOARD
The Board continues to work effectively and diligently on behalf of all shareholders. Nicholas Botta retired as a non-executive
director of the Company on November 15, 2024, having served as a director since 2012. Mr Botta has been a tremendous
director and asset to the Board. The Board thanks him for his many contributions.
The Nomination Committee subsequently recommended the appointment of Halit Coussin, Chief Legal Officer and Chief
Compliance Officer of the Investment Manager, to the Board as a non-executive director. Ms Coussin joined the Board with
effect from November 15, 2024.
EVENTS / SHAREHOLDER ENGAGEMENT
PSH’s annual investor meeting was held on February 11, 2025. We had more investors in attendance this year than ever before
and we were pleased to welcome hundreds more to the webcast of the event. I thoroughly enjoyed the opportunity to interact
Pershing Square Holdings, Ltd.
6
with many of you and look forward to doing so again next year. During the meeting, the Investment Manager presented a
portfolio update. Slides from the presentation are available on PSH’s website: www.pershingsquareholdings.com.
PSH’s 2025 AGM will be held on May 1, 2025. Details of the event will be posted on www.pershingsquareholdings.com.
I will report to you on the first half of 2025 in August 2025, and the Investment Manager will keep you informed of any
significant developments in the portfolio before then, when appropriate.
/s/ Rupert Morley
Rupert Morley
Chairman of the Board
March 14, 2025
 
Pershing Square Holdings, Ltd.
7
Investment Manager’s Report
LETTER TO SHAREHOLDERS
(5)
To the Shareholders of Pershing Square Holdings, Ltd.:
In 2024, Pershing Square Holdings generated solid but not spectacular NAV performance of 10.2%, and a 8.3% total
shareholder return because of the widening of PSH’s discount to NAV during the year, largely due, we believe, to the
postponement of the Pershing Square USA, Ltd. IPO, which many PSH investors viewed as a potential catalyst for reducing the
discount.
Investors who invested in Pershing Square, L.P. at its inception on January 1, 2004, and transferred their capital account to
PSH at its inception on December 31, 2012 (“Day One Investors”) have grown their equity investment at a 15.9% compounded
annual NAV return over the last 21 years, compared with a 10.0% return had they invested in the S&P 500 over the same
period.
6,7
With the magic of compounding, our 15.9% compound annual NAV return translates into a cumulative total NAV
return since inception of 2,172% versus 654% for the S&P 500 over the same period.
Using PSH’s stock price return rather than per-share NAV performance, Day One Investors have earned a 14.0% compounded
return, a 16-times multiple of their original investment.
8
This lower return reflects the 30.9% discount to NAV at which PSH’s
stock currently trades.
9
Our strong preference is for PSH’s shares to trade at or around intrinsic value for which we believe
PSH’s NAV per share is a conservative estimate.
How We Think About the Last 21 Years
We believe the history of Pershing Square is best understood as being comprised of three distinct periods: The first nearly 12
years of our business during which we earned a 20.9% compound return from inception on January 1, 2004 until July 2015
(the Open End Fund Era), followed by a two-plus-year period of substantial underperformance (the Challenging Period) that
we have previously described in great detail (See 2021 Annual Letter p. 7), and the last seven years, which we refer to as the
Permanent Capital Era.
10
Over the last seven years of the Permanent Capital Era, we have generated a 22.2% compound annual return.
11
We believe
that our strong results are directly related to the decision we made in 2017 to stop raising capital for our two open ended
funds – Pershing Square, L.P. and Pershing Square International, Ltd. – which has had the effect of substantially stabilizing our
capital base. As of January 1, 2025, PSH represents 90% of our assets under management, 27% of which is owned by affiliates
of the investment manager.
12
Our private funds, which comprise 10% of our assets under management, also have highly stable
capital as affiliates of the investment manager represent 36% of their capital, with the balance held by long-term Pershing
Square investors, many of whom have been limited partners since our earliest days.
The benefits of permanent capital are empirically demonstrated by our strong absolute and relative returns during the last
seven years, a particularly challenging time for most equity investors as Covid, the Federal Reserve’s rapid increase in interest
rates, and heightened geopolitical and macro risks led to a challenging market environment. Having the ability to invest
without regard to capital flows – inflows as well as outflows – is an enormous competitive advantage in a world in which
nearly all of our competitors operate with capital that can be redeemed on an annual, quarterly, monthly, or even daily basis.
Pershing Square Holdings, Ltd.
8
Volatility is the enemy of the asset manager with short-term capital, and the friend of the investor with permanent capital. We
have been able to be opportunistic when our competitors have been forced to reduce market exposure, an important
contributor to our returns since inception, and a large driver of returns over the last seven years. With more than $4.1 billion
of equity capital invested alongside our shareholders and other investors, the Pershing Square team is highly aligned and
appropriately incentivized to achieve our goal of high long-term returns while minimizing the risk of a permanent loss of
capital.
2024 in Review
In 2024, our portfolio companies’ underlying business results exceeded their stock price performance.
Stock prices are often substantially more volatile than underlying business performance. This is especially true for the
companies we own, as we principally seek to invest in high-quality growth companies with low volatility business models. We
endeavor to invest in companies: (1) whose business models are largely insulated from macro and geopolitical factors, (2)
which do not need to continually raise equity capital to implement their business strategies, and (3) have strong balance
sheets. Even a great business with a bad balance sheet is a risky proposition.
Despite their durable business qualities and strong balance sheets, our portfolio companies have experienced significant
volatility in the public markets as other investors contribute to stock price volatility by buying and selling common stocks as
well as index and other mutual funds due to short-term market, macro, and geopolitical factors. The combination of a
seemingly unending increase in index fund ownership – which removes a large amount of stock from the public float – and the
growing amount of capital managed by so-called “pod shops” – which use large amounts of leverage and have limited tolerance
for volatility – accentuates stock price volatility, as the marginal buyer and seller has a disproportionate impact on short-term
stock prices.
Many investors interpret stock price volatility as an important measure of underlying business performance even though it is
an unreliable indicator. Our job is to understand when negative stock market signals are a harbinger of the future or are
simply the effect of short-term capital flows that are unrelated to the long-term performance of the companies we own. We
focus on underlying business progress rather than short-term stock prices because long-term business progress on a per-
share basis is the most important driver of a company’s long-term stock price performance.
The ability to be largely indifferent to the mark-to-market movements of companies in our portfolio when they are not
reflective of underlying business issues is an important competitive advantage of Pershing Square. Our ability to withstand
volatility comes from our deep due diligence and understanding of the companies we own, the permanent nature of our
capital, and our dispassionate, economically rational approach to investing. These elements of our strategy are important
contributors to our long-term competitive advantages and investment performance.
Many of the largest hedge funds’ competitive advantages come from massive technology and infrastructure investments, large-
scale organizations, access to information seconds and even milliseconds before others, and extraordinary trading
capabilities. None of these factors is present or relevant in our approach to investing. Importantly, we believe our competitive
advantages are more durable than investment strategies that rely on these attributes.
While greater stock price volatility can affect the short-term performance we generate, it is generally an important and
beneficial backdrop for our approach to investing, as market volatility occasionally leads to a high degree of undervaluation
for even the largest companies. Our ability and willingness to accept a high degree of market volatility – particularly when
compared to the increasing amount of capital that is managed by investors who can tolerate only a modest amount of losses –
is one of our most important competitive advantages in an increasingly competitive investment environment.
Pershing Square Holdings, Ltd.
9
As an active rather than passive investor with a long-term track record in effectuating value-creating changes at the companies
we own, we can help our portfolio companies achieve the market recognition they deserve. When needed, we can offer
assistance in making sure that: (1) the right management team is in place with the proper incentives, (2) capital is allocated
optimally, and (3) companies present themselves to the market in a manner such that investors can best understand a
company’s business qualities and long-term prospects.
Strategic Developments at Pershing Square
Over the years, I have often been asked about succession planning. For someone who expects to be in this game for many
more decades, this always struck me as a premature question, but as the years went by, it became clear that this was a
question that we needed to answer. Our appointments of Ryan Israel as CIO and Ben Hakim as President provided a partial,
but not complete answer to the question. The combination of permanent capital, an extremely strong team with many decades
of runway, and an investment strategy that has been proverbially engraved in stone are important attributes that demonstrate
the enduring nature of Pershing Square.
Last year, we sold a 10% primary interest in Pershing Square Holdco, L.P., a newly formed parent entity to Pershing Square
Capital Management, L.P. (PSCM), to a group of sophisticated investors including institutions, family offices, and alternative
asset company founders, for $1.05 billion. We also established an independent board comprised of our new investors and
independent directors. With sophisticated third-party owners and a new board, we have taken important additional steps
toward our goal of making Pershing Square a perpetual life enterprise.
You might ask: Why did we raise growth capital rather than take some chips off the table? The answer is that we believe that
continued growth is an important component of long-term sustainability for any organization. While we can earn a very good
living managing our existing AUM, we believe that the growth and development of new investment vehicles and strategies
improve the long-term health and sustainability of our business as long as the growth is thoughtfully executed.
One of our competitive advantages is our ability to manage a large amount of capital with a small investment team. This is due
to the scalability of our investment approach, the permanent nature of our capital, and the desirability of working at Pershing
Square, factors which have enabled us to attract and retain the best and brightest, and grow with industry-best talent
whenever required.
Over the last 21 years, we have built one of the most well-known brands in the investment industry, a brand that is massively
under-monetized. If a disinterested observer were to compare the Pershing Square brand and our AUM with that of other
well-known alternative asset managers, one would likely conclude that we have the highest ratio of brand value to AUM of any
of our competitors, a fact which did not go unnoticed by our strategic stake investors.
Since the beginning of our Permanent Capital Era seven years ago, our fee-paying asset growth has been entirely organic –
investment performance less dividends, buybacks, and net capital flows has driven more than 100% of our growth. Beginning
with the potential Howard Hughes Holdings (HHH) transaction and future initiatives that we have identified, we also expect to
grow assets inorganically, by raising new funds and investment vehicles. We intend to do so by focusing our growth on
permanent capital vehicles that don’t require substantial additional investment or organizational resources to be
successful. These include companies like HHH that come with extremely capable existing management teams, and listed
permanent capital vehicles in new jurisdictions that will pursue our current core investment strategy. Over time, as our
business grows, we could consider other investment initiatives, but we won’t do so unless we are confident that such growth
will not negatively impact, and ideally will improve, the long-term performance of our core funds.
Pershing Square Holdings, Ltd.
10
How Does PSH Benefit by PSCM’s Growth in Fee-Paying Assets?
You might ask: “How does PSH benefit by the growth of PSCM’s AUM?” As you are likely aware, when we launched Pershing
Square Holdings, we structured the incentive fee arrangement to give PSH shareholders the benefit of reduced fees by
enabling it to participate in the incentive fees earned by PSCM – aka, the Fee Offset provision – subject first to our recovery of
underwriting and other fees paid by PSCM in connection with PSH’s IPO. Unfortunately, less than one year after its IPO, PSH
began a two-plus year period of underperformance, and we thereafter largely exited our open-end fund business, limiting the
potential Fee Offset opportunity for PSH. As a result, until recently, PSH shareholders had not received any benefit from this
provision.
Last year, we announced that we were waiving our right to recover the remaining IPO fees, and that we were modifying the
Fee Offset provision to provide that if we launch a new fund that invests in public securities that does not pay incentive fees,
we will reduce PSH’s incentive fees further by an amount equal to 20% of the management fees that we earn from that fund.
While we: (1) have not yet raised new funds, (2) have only a modest amount of fee-paying assets other than PSH, and (3) last
year’s returns were relatively modest, the fee offset provision generated its first, albeit small, reduction in PSH’s incentive fees
by about 2%. As our non-PSH fee-paying assets grow, PSH’s 16% incentive fee should continue to be reduced, potentially
substantially over time. Our long-term goal is to eliminate PSH’s incentive fees as we grow PSCM’s fee-paying AUM from new
funds and other investment vehicles.
Howard Hughes Holdings and Potential Management Fee Reductions
If we are successful in completing the HHH transaction as we have proposed, PSCM will receive management fees from HHH,
and we will reduce PSH’s management fees by an amount equal to the fees we earn on the HHH shares held by PSH, dollar for
dollar. While this may sound like an illusory benefit because on a ‘look-through’ basis the fee burden to PSH is unchanged, we
believe that the reduced fee burden will be of substantial economic benefit to PSH shareholders.
HHH common stock has been a long-term underperformer, a fact that we believe is unlikely to change without a significant
change in the company’s strategy. While HHH has made some investment and operational mistakes – in particular, the South
Street Seaport development, which is now owned by a separate company with a new management team – the principal reason
for HHH’s underperformance is due to the fact that the market assigns a high cost of capital to the business, a threshold level of
return that HHH, as a pure-play real estate development and master planned community (“MPC”) business, has been unable to
meaningfully exceed. Put simply, HHH has not been able to earn a return significantly in excess of its high cost of capital. We
believe the best way to solve this problem is either to reduce HHH’s cost of capital – an effective impossibility if HHH remains a
standalone company – and/or by increasing the company’s returns on assets, returns which are limited by the competitive
nature and relatively low return on assets of real estate.
Real estate development, land ownership and development, and condo development, which comprise the substantial majority
of HHH’s invested equity, are considered the highest-risk real estate businesses. Real estate is also a notoriously economically
sensitive business which compounds the company’s cost of capital problem. While HHH has a strong management team that
has executed its higher-risk business lines exceptionally well, the equity returns demanded by stock market investors for these
business lines is well above that of other public companies. That is why there are few if any other companies comparable to
HHH that trade in the public markets. We believe that as a pure-play standalone MPC company, HHH will not be able to
overcome its high cost of equity capital.
Pershing Square Holdings, Ltd.
11
In order to attempt to earn sufficient returns on equity, HHH has had to use a substantial amount of leverage compared to
other public companies, albeit a smaller amount of leverage than private real estate developers. This higher than typical
leverage for a public company and the higher-risk nature of HHH’s business make it difficult if not impossible for HHH to
achieve investment grade credit ratings. As a result, HHH’s cost of debt is substantially higher than that of other better
capitalized companies. In summary, we do not believe that HHH’s cost of capital problem can be solved if it remains a
standalone, pure-play real estate development and MPC company.
We believe the solution to HHH’s cost of capital problem is an infusion of equity capital and a change in strategic direction to a
diversified holding company that grows and diversifies by making investments in high-quality businesses that earn high
returns on capital and have less economic sensitivity than HHH’s core real estate business. Pershing Square’s long-term
strategy has been to acquire stakes in high-quality, durable growth companies that have underperformed their potential,
which we can improve by catalyzing changes in management, governance, and strategy. With HHH, we are seeking to
implement this same strategy with the addition of Pershing Square team members and our other resources rather than our
typical approach of recruiting third-party management teams.
We believe that a change in HHH’s strategic direction led by the addition of PSCM’s investment team, acumen, execution
capabilities, equity capital, and other resources will greatly reduce the company’s cost of capital and increase its return on
investment, which will drive substantially greater long-term performance for the company, net of the incremental cost of any
fees it may pay to PSCM. In other words, we believe that if HHH becomes a diversified holding company led by Pershing
Square, it will substantially outperform its current potential while reducing the management fees we charge PSH, a substantial
net overall performance benefit to PSH.
Because many investors screen funds based on the fees they charge rather than on their long-term performance net of fees, we
believe that reduced management and incentive fees will increase investor demand for PSH. While we question this approach
to choosing fund managers – it’s a bit like choosing a brain surgeon based on cost alone – it is a reality of the investment
management industry as many allocators are themselves judged on the fees of the funds in which they invest.
While we do not expect the HHH-related management fee reduction to PSH to initially be particularly large (about an 11%
reduction in management fees assuming the transaction is consummated on the terms we have proposed) it is a model for
other potential transactions we may do in the future that can lead to further management fee reductions for PSH.
13
We expect that over the long term, the growth of PSCM’s business and our fee-paying AUM will greatly inure to the benefit of
PSH by reducing its incentive and management fees, which should increase demand for PSH stock, contribute to a narrowing
of the discount to NAV at which PSH trades, and improve its long-term performance.
Pershing Square SPARC Holdings, Ltd. (SPARC)
We have continued to pursue a potential merger candidate for SPARC, but have yet to identify the right transaction partner. To
remind you, SPARC is a new form of acquisition company that does not suffer from the structural, compensation, and other
problems with other acquisition vehicles. SPARC has no underwriting fees, shareholder warrants or founder stock, nor is there
a limited timeframe to identify a transaction (we have almost nine years left to execute a deal).
Pershing Square Holdings, Ltd.
12
We believe that SPARC is the most efficient and certain way for a private business to go public, with the benefit of Pershing
Square as an anchor investor and with as much as a multi-billion dollar committed investment from us, a commitment that we
can make prior to the public announcement of the transaction. As a result, a company seeking to go public can have certainty
about its public offering including price per share (i.e., valuation) and the minimum amount of capital that will be raised
regardless of market conditions. We have received a substantial number of inbound potential SPARC transaction ideas, but
none yet that meet our standards for business quality, durable growth, and sufficient scale. We welcome ideas for potential
transactions and would be delighted to pay advisors, brokers or other finders for bringing us a deal that meets our
criteria.
Some have questioned why the IPO market has had so few offerings of large companies despite the stock market being at near
all-time highs. We believe this phenomenon is best explained by the fact that many private businesses owned by asset
managers or controlled by founders are marked at last-round values or otherwise at levels in excess of where the businesses
would trade as public companies. CEOs and asset managers are reluctant to take these businesses public until their trading
value as public companies ‘grow into’ their current private values. In light of the small number of IPOs, investors in private
equity, venture capital, and growth funds have received a limited amount of distributions from these funds. This problem is
compounded by the fact that it is difficult for fund sponsors to sell a substantial amount of secondary shares in an initial IPO of
a company because IPO investors view large secondary sales in IPOs negatively.
We are largely indifferent to whether companies are selling primary and/or secondary shares as SPARC and we will have the
benefit of private due diligence on the company, and we can form our own assessment of business value and management
capability. SPARC can also do transactions of nearly unlimited size as we can set the exercise price of our SPARs (the rights to
buy stock alongside Pershing Square in a SPARC merger transaction) at a level which would enable us to raise the necessary
capital for even the largest transactions. For all of the above reasons, we believe that SPARC is well positioned to take a high
quality, durable growth company public when we identify the right transaction.
Hedging and Asymmetric Transactions
We did not enter into significant hedging or asymmetric transactions in 2024. We require two principal factors for such a
transaction to make sense for Pershing Square. First, we must have a variant view about the near or intermediate term future,
and second, we must be able to purchase an instrument which offers a sufficiently asymmetric payoff if our assessment of the
future turns out to be correct. An overall substantial increase in volatility over the past year has made our approach to
hedging more challenging as volatility is an important component of the pricing of most asymmetric instruments. While we
have had some variant views on macro events during the year, we did not identify any meaningful opportunities to execute on
these views as prices for these instruments were too high. Macro funds are generally continually fully invested, often with
substantial leverage in various trades. The benefit of our more episodic approach to asymmetric and macro investing is that
we are under no pressure to deploy capital. We only do so when we believe the potential profits vastly outweigh the capital
invested. Without extraordinary opportunities, we sit tight.
________________________________________
While perhaps this has always been the case, now seems like an extraordinary time to be alive with the confluence of massive
technological change – robots, rockets, AI, and more – coupled with a high degree of geopolitical uncertainty. While one can
find many excuses to be pessimistic about the world around us, I continually find myself optimistic about our future and
expect that the United States will over time become an even better place to do business.
Pershing Square Holdings, Ltd.
13
The entire Pershing Square team is honored to have the opportunity and responsibility to steward and protect your
investment assets alongside our own. I am incredibly fortunate to work with such a talented and interesting group of
colleagues who are incredibly motivated to deliver on our aspirational long-term goals for our investors.
Thank you for your continued confidence in Pershing Square.
Sincerely,
William A. Ackman
 
Pershing Square Holdings, Ltd.
14
PORTFOLIO UPDATE
(14)
Performance Attribution
Below are the contributors and detractors to gross performance of the portfolio of the Company for 2024 and year-to-date
2025.
(15)
January 1, 2024 – December 31, 2024
January 1, 2025 – March 11, 2025
Alphabet Inc.
4.9
%
Universal Music Group N.V.
2.8
%
Chipotle Mexican Grill, Inc.
4.4
%
Federal National Mortgage Association
1.3
%
Hilton Worldwide Holdings Inc.
4.0
%
Federal Home Loan Mortgage Corporation
0.7
%
Brookfield Corporation
3.8
%
Uber Technologies, Inc.
0.6
%
Federal Home Loan Mortgage Corporation
2.3
%
Share Buyback Accretion
0.3
%
Federal National Mortgage Association
2.2
%
Bond Interest Expense
(0.1
)%
Share Buyback Accretion
0.4
%
Nike, Inc.
(0.7
)%
Howard Hughes Holdings Inc.
(0.6
)%
Alphabet Inc.
(1.5
)%
Bond Interest Expense
(0.6
)%
Chipotle Mexican Grill, Inc.
(1.6
)%
Restaurant Brands International Inc.
(1.6
)%
Brookfield Corporation
(1.9
)%
Universal Music Group N.V.
(1.7
)%
All Other Positions and Other Income/Expense
(0.2
)%
Interest Rate Swaptions
(1.9
)%
Nike, Inc.
(2.2
)%
All Other Positions and Other Income/Expense
0.4
%
Contributors Less Detractors (Gross Return)
13.8
%
Contributors Less Detractors (Gross Return)
(0.3
)%
Contributors or detractors to performance of 50 basis points or more are listed above separately, while contributors or detractors to performance of less than
50 basis points are aggregated, except for share buyback accretion and bond interest expense. Past performance is not a guarantee of future results. All
investments involve risk, including the loss of principal. Please see accompanying endnotes and important disclaimers on pages 124-128.
New Equity Positions:
Uber Technologies (“Uber”)
Uber is the world’s leading mobility and delivery platform. The company operates a high-quality, capital-light business with
enormous growth potential led by a superb management team. The Pershing Square funds acquired a position in early 2025 as
the decline in Uber’s share price at the end of 2024 provided an opportunity to acquire Uber at an extremely attractive
valuation. This was made possible due concerns regarding a perceived long-term threat from autonomous vehicles. We believe
these concerns are misplaced.
Uber is a great business that benefits from industry leading scale, data leadership, and strong network effects owing to its
dense multi-sided marketplace. This unique competitive moat insulates Uber from competitive threats and allows the
company to offer a robust, self-reinforcing value proposition for both consumers and platform earners (third-party drivers
and couriers). For consumers, Uber provides a consistent and reliable experience in a large variety of global destinations at the
lowest possible price, made possible by its eight million drivers. Uber’s dense network both minimizes prices and creates best-
in-class latency, with average wait times of four minutes, creating a strong value proposition for consumers. For platform
earners, Uber provides demand aggregation from more than 170 million monthly active users, plus an excess of value-added
services, including routing, pricing, insurance, regulatory support, post-ride support, and more. Uber’s best-in-class technology
and demand aggregation offer earners the highest effective utilization of their time, maximizing their earnings potential.
Pershing Square Holdings, Ltd.
15
Uber’s robust value proposition has allowed the company to grow bookings (a measure of total value which transacts on its
platform) at a 20% compound annual rate since 2019, now $160 billion. Despite Uber’s enormous scale, growth remains
robust, with mobility and delivery bookings growing 24% and 18% in the most recent quarter, respectively. Growth is driven
by new customers and increasing usage frequency amongst existing customers. The company continues to grow mobility-
occasions in more mature markets, while expanding into new geographies and launching new product offerings.
Over time, the company has generated enormous operating leverage. Uber’s management team, under the leadership of CEO
Dara Khosrowshahi, has demonstrated strong fixed expense control and broad-based optimization of the platform. Notably,
current margins are well below their long-term potential. Uber’s high rate of revenue growth positions the business for
continued rapid earnings growth over the medium-term as it continues to leverage its fixed-cost base. We estimate that Uber
will compound earnings at a 30% plus rate over the next several years.
In recent quarters, Uber’s share price declined as the market became concerned about the future state of ridesharing in the
context of autonomous vehicles (“AVs”). While this theoretical risk is mainly applicable to Uber’s US ridesharing business
(approximately ~25% of Uber’s gross bookings value), it has had the effect of significantly compressing Uber’s valuation
multiple, now at 25 times earnings – a low multiple in the context of Uber’s high growth outlook.
Over the past few years, AV companies have made significant technological advancements towards fully self-driving vehicles,
with significant progress from Waymo, Mobileye, Zoox, Wayve, Tesla, and others. While the technology is advancing rapidly,
broad-based commercialization will likely be more measured. We believe there are a number of key limitations to
commercialization including achieving a consistent “super-human” safety record, establishing a harmonized regulatory
framework (including clarity on legal liability and insurance), scaling cost-effective manufacturing, developing on-the-ground
infrastructure and operations, and delivering these capabilities through a dense high-utilization network which is responsive
to consumer expectations for high availability, low-latency, and low prices.
We believe the next few years are critically important in establishing the safety credentials of AV technology. Tragically, there
are approximately 40,000 traffic fatalities each year in the United States. Over time, AVs have the potential to reduce fatalities,
but only if the technology is safe and broadly adopted. We believe broad consumer adoption will require strong evidence that
AV technology is significantly safer than human drivers. We do not believe it will be acceptable for fatalities to be an ordinary
course event in the AV industry, and anticipate consumers will have low tolerance for catastrophic risk. Moving too quickly
before AV technology is perfected risks major adoption setbacks.
While most commercialization barriers will ultimately be solved with time and capital, for all of these reasons, we anticipate
the near-to-medium-term trajectory of AV expansion is likely to see a measured roll out of AVs within defined geographic
operating zones, consistent with Waymo’s approach and Tesla’s recently announced pilot in Austin.
Notably, there is one challenge which cannot be solved: the highly variable nature of ridesharing demand. An inherent feature
of this marketplace is that consumer demand varies massively at different times of the day, different days of the week, and
certain months of the year. Demand is typically greatest during the morning and afternoon commute, and on weekend nights.
Demand can vary by as much as 10 times over the course of a week,
i
yet consumers expect consistent low latency and stable
prices.
Uber’s marketplace model is unique because it facilitates dynamic supply. During peak demand periods, drivers enter the
marketplace in real time, pushing down prices and maintaining low wait-times. Conversely, an AV-only network will
definitionally almost always be under- or over-supplied, leading to sub-optimal utilization. Standalone AV operators can either
i
Lyft Autonomous presentation. April 26, 2021.
Pershing Square Holdings, Ltd.
16
choose to build their fleet for high-demand periods, in which case it will be massively underutilized most of the day, or build
for “average” volume, which will produce better utilization, but will not be able to meet consumers expectations for high
availability and low latency during high demand periods. Moreover, a glut of mid-day AVs competing for limited demand is
likely to cause market price to plunge, only to see prices spike during high demand periods.
The solution to this problem is to partner with existing rideshare networks who are positioned to offer a hybrid solution –
selectively dispatching AVs when it makes sense to do so while using Uber’s marketplace capabilities to bring human drivers
into the ecosystem during peak demand periods. To analogize to an energy grid, AVs become a “baseload” solution, with
extremely high utilization, while human drivers fulfill peak demand periods. Partnering with Uber allows AV players to scale
faster than they could on their own and maximize the unit economics of their vehicles. Uber’s network is uniquely capable of
maximizing AV utilization, revenue generation, and unit economics.
In exchange for this value it delivers to its network, Uber is compensated in the form of a 20% payment on the gross trip value,
with most of the economics going to the driver (Uber distributed $20 billion to drivers last quarter alone). AV providers who
choose to partner are still able to capture most of the value of this industry. We believe the decision to partner with Uber is
one of relative utilization and value – does Uber drive sufficient revenue utilization which justifies their 20% take-rate? We
believe this is definitively true and anticipate this will become increasingly obvious to all over time. While certain AV
companies may also develop their own first-party networks, we expect that most (and perhaps all) AV players will ultimately
partner with Uber and allow their autonomous vehicles to operate on Uber’s network. Similar to other fixed depreciating
assets (e.g., hotels being a relevant example), AV owners benefit from the broadest possible distribution to maximize
utilization and unit economics. Partnering also avoids billions of dollars in operating expenses which would be needed to
recreate Uber’s capabilities. We believe a partnership model is the clear value-maximizing strategy for all industry
participants.
Over the long term, we believe AV technology has the potential to cause mobility to evolve in the United States. While current
AV costs-per-mile of two dollars are comparable to human drivers, over time the technology will improve. Lower costs per
mile will invariably expand the use cases for ridesharing, with the potential on the margin to displace private car ownership.
Ridesharing today accounts for less than 1% of all miles driven in the U.S., largely concentrated in expensive urban city
centers. It is conceivable that the ridesharing industry could grow massively over the long term as AV technology unlocks new
mobility-occasions and expands ridesharing into less dense geographies. Our investment case does not presume meaningful
increases in ridesharing market share. If it does occur, Uber will be an enormous beneficiary.
Some of the best investment opportunities occur when one has a contrarian view on a business or an industry. We believe
Uber’s current valuation represents a significant discount to intrinsic value because some investors are myopically focused on
the risk of AVs, without proper consideration for Uber’s strong value proposition and the potential for AVs to benefit the
ecosystem. We anticipate Uber will generate 30% or more earnings growth over the medium-term with potential for multiple
expansion as the ultimate industry structure becomes more clear.
Brookfield Corporation (“BN” or “Brookfield”)
Brookfield is a high-quality, asset-rich, rapidly growing business with a superb management team that has a long-term track
record of excellent capital allocation. We met and worked alongside Bruce Flatt, Brookfield’s CEO, in 2010 on our investment
in General Growth Properties, the most successful equity investment in the history of Pershing Square. Bruce and his team
have done a remarkable job building Brookfield into one of the world’s largest and most profitable alternative investment
managers since that time.
Pershing Square Holdings, Ltd.
17
We initiated a position in Brookfield in early 2024 as we believed BN’s stock was extremely undervalued. We acquired our
interest at 11 times distributable earnings (“DE”), a measure of recurring economic earnings which excludes certain non-cash
and other items. Our acquisition at this valuation was made possible, in part, due to the complexity of BN’s holding company
structure, which owns economic interests in a handful of interrelated businesses and contractual cash flow streams.
Brookfield Corporation is a Canadian multinational with a 100-plus-year history as an owner-operator of critical
infrastructure and assets which power the backbone of the global economy. Brookfield’s principal asset, which comprises two-
thirds of BN’s value is its 73% ownership of its $76 billion market cap publicly traded asset manager, Brookfield Asset
Management (“BAM”). Brookfield’s other major assets include (1) a preferred claim on BAM’s carried interest, (2) $11 billion
of capital invested in BAM’s private funds, (3) $15 billion of equity ownership in Brookfield’s publicly listed affiliate
companies, (4) a $25 billion real estate investment portfolio, and (5) a rapidly growing wealth and retirement solutions
business which specializes in long-dated annuities.
While BN’s corporate structure is complex, BAM is a simple, predictable, high-quality, capital-light business, all attributes of a
classic Pershing Square investment. In light of BN’s complexity, we herewith provide a deep dive into each of its principal
business units and assets, which is not required reading (another four pages), but one that is useful if you would like to learn
more.
BN’s Asset Management Subsidiary: Brookfield Asset Management (BAM)
Established in 1997, BAM is one of the world’s pre-eminent alternative asset managers, with $540 billion in fee-paying assets
under management, and deep expertise in infrastructure, power, renewable energy, real estate, and credit. BAM generates fee-
revenue from the management of Brookfield’s affiliated entities and $370 billion of rapidly growing third-party capital. Mega-
trends propelling BAM’s business include decarbonization, digitization, and deglobalization, which has driven global
investment in clean-energy and transition, critical infrastructure, and Artificial Intelligence (“AI”). Brookfield’s long history as
an owner-operator of real assets with large and varied sources of principal and third-party capital, robust co-investment
capabilities, and vertically integrated operating companies make BN a unique partner of choice for some of the world’s largest
investors and corporate counterparties in these sectors.
Trillions of dollars of infrastructure development are necessary to effectuate the potential of Artificial Intelligence in the areas
of energy transition, power and utilities, and digital infrastructure. Brookfield is the largest global owner and builder of
renewables and data centers. BN’s existing assets, sector-specific investment capabilities, and access to capital make it
uniquely positioned to meet these AI-driven demands. Brookfield’s investments in AI infrastructure provides technologically
agnostic exposure to growth in AI and generates royalties for BAM in the form of management and incentive fees from the
backbone of future AI infrastructure investment.
In 2024, BAM generated $4.7 billion in fee revenues, principally in the form of management fees from long-dated or perpetual
capital, and $2.5 billion of fee-related earnings (“FRE”). We anticipate BAM fee-earnings will roughly double through 2029, as
BAM rapidly scales its fee-paying assets under management – on a growth path to more than $1 trillion. BAM’s margins are
poised to expand as the company has bolstered its investment and organizational capabilities in recent years.
To highlight the value of BN in BAM, in 2022, Brookfield spun-out a 25% minority interest in the company. In recognition of
BAM’s high-quality, asset-light, and rapidly growing fee-earnings, the market currently values BAM at 28 times earnings, a
~$56 billion asset for BN reflecting its 73% proportionate economic ownership. A standalone BAM listing has had the effect of
highlighting just how cheap the rest of Brookfield is. While BAM represents most of BN’s value, it generates a minority of BN’s
cash flows.
Pershing Square Holdings, Ltd.
18
Carried Interest
BAM’s public market valuation includes minimal credit for carried interest (the promote or profit sharing from the funds it
manages). BN retained a disproportionate share of BAM’s carried interest when it spun out a minority interest in BAM to
shareholders, including 100% of carried interest from funds which existed prior to 2023, and a one-third claim on carried
interest on all BAM funds thereafter. We believe BN is poised to realize accelerated growth in carried interest over the
medium-term as select vintages of BAM’s flagship funds enter key monetization windows.
As of the latest quarter, BN has accrued net unrealized carried interest of $7 billion attributable to the Corporation.
Management estimates the company will generate more than $10 billion in net cash flows from carried interest over the next
five years, and more than $20 billion in the next 10 years. We believe that BN’s carried interest asset receives minimal credit in
BN’s current valuation as BN’s current earnings include minimal contribution from carried interest due to a lack of realization
transactions in the funds it manages in recent years. We anticipate a substantial increase in cash flows from carried interest
over the medium-term, which should increase recognition of this important asset.
Brookfield’s Publicly Traded Affiliates
BN also generates stable and growing earnings from distributions related to $15 billion of units it owns in multiple Brookfield-
affiliated publicly listed entities, including Brookfield Infrastructure Partners (“BIP”) and Brookfield Renewables Partners
(“BEP”). These affiliate companies invest their balance sheet capital alongside BAM’s limited partners and generate
predictable and growing high-quality cash flows. These funds’ investments typically feature long-term contracted cash flows
and inflation indexation.
BN’s listed companies have compounded funds from operations (FFO), a measure of cash flows, at 10% or more over time, and
are unique and synergistic to BAM, as they provide a perpetual capital partner with vertically integrated global operating
capabilities. They are also managed by BAM – generating perpetual management fees – and pay stable growing distributions to
unitholders, of which BN is the largest owner.
In 2021, BN acquired its real estate affiliate, Brookfield Property Group (“BPG”), which today represents a relatively small
portion of BN’s total capital at approximately 14%. BN’s investment in BPG was controversial at the time due to BPG’s
exposure to office real estate. A disproportionate share of BPG’s total value comes from a handful of iconic, high-quality assets,
including Brookfield Place and Manhattan West in New York City, Canary Wharf in London, and the Ala Moana mall in
Honolulu, amongst others. IBPG’s core portfolio’s occupancy remains strong (~95%), lease terms are well structured
(averaging ~10 years), and same-store, net operating income (“NOI”) is growing at a healthy mid-single-digit rate supported
by robust leasing spreads. We anticipate FFO will grow in the near term as BPG benefits from growing NOI, deleveraging, and
the positive impact of lower interest rates on floating rate debt.
BPG also owns a large number of development assets – amounting to $6 billion of equity in the aggregate – which generate
immaterial cash flows today, and are expected to be sold over time, simplifying BN’s corporate balance sheet. Brookfield
principally finances its real estate using non-recourse, property-specific debt. Accordingly, there is minimal cross-
collateralization across BPG’s assets, which limits potential exposure to BN. During the past two years, BN has sold 192 real
estate assets for $27 billion to third parties at an average premium of 3% to their carrying values.
Pershing Square Holdings, Ltd.
19
We believe that real estate as an asset class, and BPG specifically, has turned the corner, as falling interest rates, tightening
credit spreads, improving liquidity, accelerating transaction activity, the trend away from work from home, and stabilizing cap
rates have improved real estate’s future outlook and led to a narrowing of expectations between buyers and sellers. As
economic conditions continue to normalize, and as investors become more constructive on real estate, we believe that BPG
may prove to be another shrewd Brookfield investment.
Brookfield Wealth Solutions
In recent years, Brookfield has assembled a leading retirement and wealth solutions business (Brookfield Wealth Solutions, or
“BWS”), and now manages approximately $120 billion of insurance float-capital. BWS is focused on underwriting low-risk,
long-duration annuities which have become an increasingly important savings product for America’s aging retirement
population. BWS can be favorably compared to Apollo and KKR’s symbiotic and highly successful relationships with Athene
and Global Atlantic, respectively.
Historically, insurance annuity companies would invest most of their assets in publicly traded investment grade debt, an
undifferentiated strategy which generated limited returns on equity. Over the past decade, Apollo transformed this industry
by investing its insurance assets in privately originated investment grade debt and by building robust organic debt origination
capabilities. Given the inherent leverage of insurance, higher returns on assets drove substantial increases in returns on equity
for these insurers, which has led to rapid and profitable growth. Legacy insurers are seeking to find their own differentiated
sources of improved asset returns, and increasingly are outsourcing their investment management to Apollo and other private
debt managers to remain competitive.
While Brookfield is a later entrant to this industry, it has a unique competitive advantage – Brookfield already owns $1 trillion
of infrastructure, power, and real estate assets. These asset classes have financial characteristics that are uniquely suited for
insurance, which include their long-term, contracted cash flows, and inflation indexation. Brookfield is also a massive issuer of
investment grade debt to the capital markets. Over time, Brookfield intends to invest a portion of BWS’s investment portfolio
in Brookfield-related assets, including investment grade debt, and to a smaller degree, in the equity of Brookfield-owned
assets or funds.
While detractors have recently taken issue with these related-party transactions, we arrive at a different conclusion. We
believe the ability for Brookfield to selectively invest its insurance investment portfolio in assets it already owns and knows
intimately well is a unique competitive synergy with strong financial logic. It allows Brookfield to earn higher returns on
equity while policyholders benefit from investments in a lower-risk product given Brookfield’s informational edge and equity
ownership of the underlying assets. Notably, such related-party transactions are subject to third-party valuation assessments
as well as regulatory oversight and approvals. Funding is based on a prescriptive risk-based capital framework.
Brookfield’s insurance annuity business is synergistic for Brookfield, as BAM invests the insurance float on behalf of
policyholders – generating a capital-light and high-margin management fee-stream to BAM – while BN realizes earnings on
realized asset yields above the cost of the insurance companies’ liabilities, referred to as ‘spread earnings.’ Leveraging BAM’s
differentiated investment capabilities, BN is currently generating a low-to-mid-teens returns on equity.
Earnings are poised to expand over the near term as Brookfield repositions an acquired held-to-maturity asset portfolio,
inherited through BN’s American Equity Life acquisition. BN anticipates accelerating organic origination capabilities over the
near term and intends to more than double insurance float to $300 billion by 2029, driving significant increases in cash flows
to BN and fee revenue to BAM. Brookfield Wealth Solutions is likely to remain a meaningful growth asset for Brookfield as the
overall market for these products is growing at an attractive rate, and the market is consolidating assets with best-in-class
managers. We believe Brookfield has a unique “right to win” in this marketplace.
Pershing Square Holdings, Ltd.
20
Brookfield in Summary
Including its proportionate ownership of BAM, BN generated $5.3 billion of DE in 2024, with minimal contribution from
carried interest. On a pro forma basis, using Wealth Solutions structural earnings power and normalizing for our estimate of
BN’s steady state carried interest, we estimate BN’s DE are approximately $8 billion. Including our expectations for organic
growth, we estimate recurring cash flows will roughly double through 2029 from the current levels to more than $10 billion, a
mid-to-high-teens compound annual growth rate. Growth will be driven by the growth of Wealth Solutions AUM, a large
increase in contribution from carried interest, teens plus growth in BAM’s fee-related earnings, and stable, mid-single-digit
growth across Brookfield’s other holdings. Our estimates are conservative compared with BN’s own long-term targets of $13.5
billion of DE by 2029.
With a combination of recurring cash flows, carried interest realizations, and capital return from BN’s direct investments and
asset sales from BPG, we expect BN to generate more than $45 billion in cash flows over the next five years. After considering
the capital required to fund Wealth Solutions’ growth objectives and other investments, this leaves more than $30 billion in
excess cash flows for BN – more than one-third of BN’s market capitalization – which can be deployed for intelligent capital
allocation or share repurchases.
BN Sum-of-the-Parts Valuation
Presently, Brookfield Corporation has a market capitalization of $80 billion. BN’s ownership in its publicly listed affiliates
nearly explains the entire market capitalization of the Corporation – BN’s ownership in BAM, BEP, BIP and BBU collectively
sum to $71 billion of market value at BN’s proportionate share. In other words, at the current share price, an investor is
paying $9 billion for the combination of Wealth Solutions (poised to generate ~$2 billion of pro forma cash flows for BN), BPG
(a $25 billion asset), BN’s carried interest cash flow stream (we estimate a ~$20 billion plus fee stream on a net present value
basis) and $11 billion of direct investments BN has in BAM’s private funds. We estimate that BN is trading at a ~38% discount
to its sum-of-the-parts value.
BN Valued Based on Future Cash Flows
Today, BN is trading at 12.5 times our assessment of next 12 months DE, or 10 times adjusted for increased earnings from
BWS and our assessment of steady state carried interest. Considering the composition of BN’s future cash flows and using a
weighted-average multiple, we anticipate Brookfield should generate 25%-plus compounded returns for shareholders,
assuming conservative assumptions on an exit-multiple for the business. We apply a 16 to 17 times multiple to BN’s 2029
economic earnings, principally driven by a high-twenty’s multiple of earnings from BAM, a mid-to-high-teens multiple on the
cash flows associated with its affiliate distributions, a 10 times multiple on our estimate of normalized carried interest, and a
10 times multiple on BN’s DE from Wealth Solutions. While the composition of BN’s future cash flows will remain diversified, a
disproportionate share of BN’s value will continue to come from BAM given its higher relative valuation.
Comparison to publicly traded peers suggests further valuation upside. The most relevant comparables include KKR and
Apollo, which trade at 21 times and 16 times DE, respectively. KKR is more comparable to BN, as it has a similar composition
of cash flows diversified across FRE, carried interest, spread earnings, and expects to expand its direct holdings of operating
companies. Apollo generates approximately two-thirds of its DE from Athene’s (its insurance affiliate’s) spread-related
earnings, a lower quality earnings stream, which suggests that 16 times DE should be a floor valuation for Brookfield.
Pershing Square Holdings, Ltd.
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As a Canadian domiciled company, Brookfield has been largely ignored by many U.S. institutional investors. We anticipate that
improved investor relations and sell-side analyst engagement by BN should help increase ownership of BN among U.S.
institutional investors, which should help close the valuation discount, which the company is taking advantage of through a
large share repurchase program.
Nike Inc. (“NIKE”)
NIKE is one of the world’s most valuable and iconic brands with a dominant market position in the highly consolidated athletic
footwear industry. The company has a long-term track record of robust revenue and earnings growth driven by market share
gains as well as pricing power and innovation, underpinned by the persistent secular trends of health and wellness and
casualization.
Despite the high-quality nature of its business, NIKE is currently in a rare multiyear period of business and stock price
underperformance due to poor strategic choices by the prior CEO. These missteps included an overemphasis on direct-to-
consumer sales at the expense of wholesale partnerships, a shift from an organizational structure centered around sports to
one segmented by gender, and overproduction of key lifestyle franchises to drive easy sales as opposed to the hard work of
commercializing and scaling new, innovative products. In early 2024, the prior CEO acknowledged his mistakes and started
undoing a lot of these decisions. We were confident that the new strategy would either lead to improving fundamentals if the
team could execute, or leadership change if they failed, and we initiated an investment in the company in the spring of 2024.
Unfortunately, we learned shortly thereafter when NIKE reported earnings in late June that we had underestimated the degree
of near-term revenue declines and operating deleverage that would be necessary to effectuate a turnaround.
Our assessment that the company’s competitive founder and controlling shareholder Phil Knight would not tolerate losing
much longer proved correct. In September 2024, NIKE’s Board of Directors announced that Elliott Hill would re-join the
company as CEO in mid-October. Hill is a beloved 32-year NIKE veteran who had previously led all commercial and marketing
operations for NIKE as President – Consumer and Marketplace, including P&L ownership across all four geographies, before
retiring in June 2020. We believe that Hill is the ideal person to reinvigorate culture and morale, unleash product innovation
centered on sports, return to powerful brand-focused marketing, and rebuild wholesale relationships and distribution. NIKE’s
turnaround requires significant near-term investments in cleaning up marketplace inventories, marketing and sports
partnerships, and retailer incentives, all of which are severely depressing near-term margins. In the medium-term, we believe
that this strategy will drive financial performance in-line with the company’s long-term track record, including high-single-
digit revenue growth and margins that are more than double current levels. With a clear roadmap under new leadership, NIKE
is well-positioned to reestablish its dominance in the industry.
In early 2025, we converted our NIKE common equity position to deep in-the-money call options. This structure allows us to
maintain exposure to the upside potential of owning the stock outright while unlocking capital for new investments. The
positive intrinsic value of these options and their low break-even price minimizes the likelihood of loss, while the multi-year
term provides duration through NIKE’s turnaround, which we believe will ultimately be successful, but may lead to short-term
share price volatility. In a successful turnaround, the option payoffs should be more than double the returns from owning the
common stock. We continue to believe that NIKE has the potential to be one of the great large-cap consumer turnarounds.
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Current Equity Positions:
Universal Music Group (“UMG”)
Universal Music Group is the world’s leading music entertainment company and a high-quality, capital-light business that can
be best thought of as a rapidly growing royalty on greater global consumption and monetization of music. While UMG’s share
price was volatile and effectively flat for the year, the company has made considerable progress in growing the business, and
earlier this year convincing investors of the duration of its growth opportunity, while signing new favorable agreements with
its digital service providers (“DSPs”).
During the summer, UMG’s shares declined sharply when the company reported its second quarter results. The company’s key
growth metric, its subscription and streaming revenue growth decelerated from its recent double-digit growth rate to mid-
single digit growth. Our belief was that these results represented a shorter-term development related to several idiosyncratic
factors combined with a slowdown in the overall economic environment. Since then, UMG has reported strong results that
show healthy underlying growth in its subscription revenues while management has provided additional guidance that its
streaming revenues will return to growth this year.
In September of 2024, the company hosted a capital markets day in London, where management outlined mid-term targets of
7%+ revenue growth, underpinned by 8% to 10% subscription revenue growth and double-digit, Adjusted EBITDA growth.
The company also introduced “Streaming 2.0,” its plan to better maximize customer value with a focus on broader
monetization, segmentation of customers, and higher prices. We believe the next era of growth for the company will be driven
by continued penetration of streaming, additional and recurring price increases, and new product tiers for superfans.
In a few short months since then, the company has already signed new agreements with Spotify and Amazon that embrace
these “Streaming 2.0” principles, including higher wholesale rates. We expect that similar agreements with other major
platforms may be completed in the months ahead. We believe these new agreements will lead to higher subscription and
streaming growth, as they incorporate higher wholesale rates, like-for-like retail price increases, and new product tiers for
superfans.
During the year, we exercised our registration rights for UMG to list its shares in the U.S. We expect the listing to be a positive
catalyst as it will provide: (1) increased demand for UMG shares from institutional investors who by mandate cannot purchase
non-U.S. listed companies as well as from U.S. retail investors who have difficulty purchasing non-U.S. listed shares, (2)
improved analyst coverage, and (3) the potential for inclusion in major U.S. indices. The company also began the search for a
new CFO which offers the potential for improvement in shareholder communications and engagement.
At the end of the year, we announced the successful completion of the finite-life PSVII funds,
ii
and distributed the underlying
shares of UMG to our limited partners. We believe that UMG’s continued strong market positioning, long runway for sustained
earnings growth, and superb business qualities bode well for the company’s future prospects.
Alphabet (“Google” or “GOOG”)
Alphabet, the parent company of Google, delivered stellar financial performance in 2024, highlighting the company’s dominant
position in the fast-growing digital advertising market, underappreciated leadership in AI, and substantial margin expansion
opportunity.
ii
The PSVII funds include PS VII Master, L.P. and PS VII A International, L.P.
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Revenues grew at a robust 15% rate led by strength in its core advertising business and rapid deployment of AI innovations. In
Search, the company has successfully rolled out AI-powered summary responses, called “AI Overviews”. Early engagement
with AI Overviews has been highly encouraging with consumers searching more frequently, with more detailed queries, and
clicking through at higher rates. Google has been able to address two key investor concerns with introducing AI in Search
around cost-to-serve and ad monetization. The company has reduced the compute cost per AI query by more than 90% over
the last 18 months, a step-function cost reduction which has enabled Google to roll out AI Overviews broadly to more than a
billion users. The company also recently introduced ads on AI Overviews and has explained that these ads are already
monetizing at the same rate as regular Search ads. Over time, we expect more context-rich AI responses to drive even higher
conversion rates and efficacy on ads.
Beyond Search, Google’s AI capabilities continue to differentiate and strengthen the company’s other business lines. AI-
powered creative tools have propelled YouTube to be a leading destination for content creators and driven its success in the
short-form video format and on Connected TVs, where YouTube is the number one streaming platform in the U.S. by watch
time according to Nielsen. Google’s Cloud segment, which is now a nearly $50 billion run-rate business, grew 31% in 2024
driven by demand for the company’s enterprise AI offerings. Most notably, the segment’s impressive growth rate was
potentially capped by near-term capacity constraints, which the company is seeking to alleviate with its expanded $75 billion
capital expenditure plan in 2025. With increasing scale, the Cloud segment has inflected from breakeven profitability in 2023
to 17.5% profit margins in the most recent quarter, with line of sight to achieving the greater than 30% profit margins enjoyed
by peers.
More broadly, profitability across Alphabet is improving at a rapid clip. Consolidated profit grew 29% and profit margins
expanded 370 basis points in 2024 (excluding one-time severance and restructuring charges) as cost control initiatives and
headcount leverage are bearing fruit. Over the last two years, the company’s total headcount has decreased 4% while revenue
has grown 27%. In addition to driving revenue growth opportunities, AI integration is also enabling substantial automation
gains in Google’s internal workflows and operations. The company recently shared that more than a quarter of all new code is
generated by AI and then reviewed and accepted by engineers. We expect these automation efficiencies to continue driving
margin expansion over the long-term. To that end, we were encouraged to hear new CFO, Anat Ashkenazi, commit to building
on the company’s efficiency initiatives and evaluate where they might be able to accelerate their work.
Despite tremendous business momentum, Alphabet still trades at around 18x forward earnings, a highly discounted valuation
for a business of its quality and growth prospects. As the company executes on its AI potential and margin expansion
opportunity to drive rapid earnings growth, we expect its share price will increase to better reflect its strong underlying
business fundamentals.
Restaurant Brands (“QSR”)
QSR’s franchised business model is a high-quality, capital-light, growing annuity that generates high-margin brand royalty fees
from its four leading brands: Tim Hortons, Burger King, Popeyes, and Firehouse Subs.
QSR’s two largest businesses (Tim Hortons and its international division) collectively contribute approximately 70% to the
company’s profits and are outperforming peers and taking market share. At Tim Hortons which represents more than 40% of
the company’s profits, the multi-year effort to reinvigorate the brand led to strong performance in 2024. During the year,
same-store sales increased by 4%, led by nearly 3% growth in traffic. Tim Hortons has now grown traffic for 15 consecutive
quarters and was one of the only large brands in Canada to grow traffic during a challenging year for the industry. As a result
of the strong growth, the average franchisee at Tim Hortons saw their profitability increase by 10% to $305,000, improving
already best-in-class unit economics, which we believe will lead to further unit growth, even in Canada’s already mature coffee
market. We believe the brand has many operating levers at its disposal including expanding its cold beverage and afternoon
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food platforms that will lead to continued growth. QSR’s international business, which contributes nearly a quarter of the
company’s profits, also delivered strong results despite temporary headwinds in China and the negative impact from boycotts
related to the conflict in the Middle East. Burger King International’s same-store sales of 3% are higher than those of
McDonald’s in 2024 and cumulatively since the pandemic. We expect the company to deliver even stronger performance this
year, as it laps these temporary headwinds.
The turnaround of Burger King U.S. is also progressing according to plan, with franchisee profitability exceeding expectations.
QSR’s recent $1 billion acquisition of Carrols, its largest U.S. franchisee, is another major step in accelerating restaurant
remodels and refranchising efforts. We expect this transition towards smaller, more entrepreneurial operators will further
drive sustainable growth for the brand.
The company is also taking a proactive approach in responding to evolving consumer preferences for cleaner ingredients and
fresh preparation of food. The company has already banned certain artificial ingredients and is working towards menus free
from colors and artificial flavors at each of its brands where possible. In addition, the company has further differentiated
Popeyes with its use of beef tallow for frying, enhancing taste while aligning with shifting consumer health trends. The
company is also committed to fresh preparation, with each whopper made-to-order, and fresh coffee brewed at Tim Hortons
every twenty minutes.
Management remains committed to its 8%+ operating profit growth target for 2025 and beyond. QSR currently trades at
approximately 18 times our estimate of forward earnings, which is more than a 30% discount to peers despite similar long-
term earnings growth algorithms. Given QSR’s strong operating model, improving financial performance, and deeply
discounted valuation relative to peers, we remain confident in the company’s long-term growth trajectory and future share
price performance.
Howard Hughes Holdings (“HHH”)
HHH delivered solid business performance in 2024, demonstrating the resilience of its uniquely advantaged, high-quality
portfolio of master planned communities (“MPCs”). In its residential land sales segment, the company generated a record-high
$349 million in full-year profits. A continued shortage of resale housing inventory has fueled robust demand for new homes
and homebuilder demand for land in HHH’s amenity-rich MPCs, which are well-located in growth markets with favorable
demographic trends.
In the company’s portfolio of income-producing operating assets, net operating income (“NOI”) grew 6% on a same-store basis
in 2024 driven by strong leasing momentum and steady rental rate increases. In its Ward Village condominium development
in Hawaii, HHH continues to experience robust sales momentum. The company closed and delivered on its Victoria Place
development in Q4 2024, delivering $211 million in gross profits, and has pre-sold 58% of inventory at its latest luxury
condominium tower, The Launiu, despite only having launched sales last February.
On August 1, 2024, HHH successfully completed its spin-off of Seaport Entertainment Group (NYSE: SEG), which is comprised
of the Seaport District in New York City, the Las Vegas Aviators minor league baseball team, and certain other noncore
entertainment assets. SEG is in the early stages of unlocking the inherent value of its unique collection of assets under the
leadership of CEO Anton Nikodemus, a 30-year entertainment industry veteran. Shortly after its spin-off, SEG successfully
completed a $175 million rights offering. Pershing Square backstopped and invested $73 million in the rights offering,
resulting in a 39.5% ownership stake in SEG, and Investment Team member Anthony Massaro joined the board of the
company.
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Fannie Mae (“Fannie”) and Freddie Mac (“Freddie”)
Fannie Mae and Freddie Mac appreciated sharply in 2024 as President Trump’s victory increased their probability of exiting
conservatorship. Meaningful progress was already made during President Trump’s first term – most significantly former
Treasury Secretary Mnuchin’s suspension of the net worth sweep in January 2021. Because of the sweep suspension, both
entities have continued to build capital through retained earnings with their combined net worth now reaching $154 billion, a
level that is approaching a fortress-like balance sheets for these critical housing finance institutions.
President Trump has publicly committed to privatizing Fannie and Freddie, most explicitly in a letter he wrote in November
2021, in which he stated that his “Administration would have also sold the government’s common stock in these companies at
a huge profit and fully privatized the companies” were it not for the “unconstitutional restriction on firing [former FHFA
Director] Mel Watt.” We believe that the economic and policy rationale for privatization remains strong, as it would allow the
Treasury to monetize the remainder of its investment in Fannie and Freddie or contribute it to a newly created sovereign
wealth fund, shrink the government’s footprint in-line with the objectives of key initiatives such as DOGE, and place significant
private capital ahead of the taxpayer in the event of any future housing crisis.
We believe that key recent appointees will support the President’s agenda of releasing the GSEs from conservatorship.
Treasury Secretary Scott Bessent and HUD Secretary Scott Turner have both articulated support for privatization, and newly
appointed FHFA Director nominee Bill Pulte is expected to focus on executing this agenda. Additionally, Freddie Mac’s hiring of
Craig Phillips, a key advocate for releasing the GSEs, as EVP of Corporate Strategy and External Affairs, signals increasing
momentum toward re-privatization.
Against this backdrop, we believe there is a clear path for Fannie and Freddie to become fully recapitalized and exit
conservatorship within the next two years. As outlined in our January 16th presentation
iii
, “The Art of the Deal,” we believe
Fannie and Freddie common shares will be worth a large multiple of today’s trading prices if this likely privatization path
occurs.
Chipotle (“CMG”)
Chipotle continued its strong performance in 2024, delivering robust transaction-driven comps each quarter, expanding
margins, making progress on operational initiatives, and opening more than 300 restaurants while laying the groundwork for
international expansion.
Same-store sales grew 7% during the year, including transaction growth of over 5% driven by faster throughput and
successful marketing. The return of the fan-favorite Chicken Al Pastor and Smoked Brisket limited-time offers also contributed
to this momentum. Chipotle’s simple menu, featuring responsibly sourced and wholesome ingredients, resonates with today’s
consumers at prices that are 20% to 30% more affordable than offerings from fast-casual competitors.
Restaurant-level margins expanded by 50 basis points in 2024 despite headwinds from investments in portion consistency
and wage inflation in California, underscoring Chipotle’s attractive unit economics. Management continues to see significant
opportunities to improve in-restaurant execution, including the deployment of new equipment to simplify back-of-house
operations, which will further increase profitability and enhance the customer and employee experience in 2025 and longer-
term.
iii
Refer to https://assets.pershingsquareholdings.com/2025/01/16112701/Fannie-Mae-Freddie-Mac-01-16-2025-Presentation.pdf
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These results were particularly impressive given the CEO transition that took place in August 2024. Scott Boatwright,
Chipotle’s COO since 2017, was named Interim CEO upon Brian Niccol’s departure, and officially appointed as permanent CEO
in late 2024. A seasoned restaurant executive, Boatwright possesses the ideal skillset to lead an operationally intensive
business like Chipotle. Scott is supported by an exemplary team, with most key executives having joined Chipotle at the
beginning of its turnaround in 2018 or many years before then.
Looking ahead, we believe Chipotle is in the early stages of a decades-long growth story. Management remains committed to
expanding its North American restaurant footprint at a rate of 8% to 10% annually, with a goal of reaching at least 7,000
locations. Chipotle is also accelerating international growth by scaling its company-owned restaurant business in Europe and
launching a franchise strategy in the Middle East while exploring partnerships in additional geographies. Beyond expanding its
restaurant footprint, Chipotle has numerous growth opportunities within existing locations including menu innovation, loyalty
program enhancements, and the long-term potential to introduce additional dayparts such as breakfast and integrate
automation technology to streamline operations.
Canadian Pacific Kansas City (“CPKC”)
CPKC is a high-quality, inflation-protected North American railroad operating in an oligopolistic industry with significant
barriers to entry. The transformative merger of Canadian Pacific and Kansas City Southern in 2023 created the only direct rail
network linking Canada, the United States, and Mexico that is delivering substantial benefits to the market by creating new
transportation and logistics opportunities, and driving efficiencies for the company and its customers. CPKC has realized more
than $800 million of run-rate revenue synergies to date, exceeding management’s expectations, as customers recognize the
unique value proposition of CPKC’s network. The company also continues to achieve operations and procurement-related cost
savings from the merger. These synergies enabled CPKC to grow earnings per share by 11% in 2024 despite multiple labor
disruptions and a challenging freight market.
While uncertainty surrounding trade policy and potential tariffs has weighed on CPKC’s stock price, the company’s earnings
have remained resilient in similar environments. During the first Trump administration, despite increased tariff activity,
Canadian Pacific and Kansas City Southern each grew earnings per share at a mid-teens annualized rate. Furthermore, the
economies of the U.S., Canada, and Mexico have never been more interconnected as nearshoring has accelerated since the
pandemic and the U.S. reduces its reliance on China. While President Trump’s policies will likely result in increased U.S.
manufacturing and greater trade balance, we believe continued North American trade is also necessary to achieve strong U.S.
economic growth. Regardless of the potential tariff outcomes, management guided to earnings per share growth of 12% to
18% in 2025 supported by synergies, improved pricing, and the resumption of share buybacks.
Under the leadership of CPKC’s best-in-class management team, we believe the company is well positioned to deliver double-
digit earnings and free cash flow per share growth in the years to come.
Hilton (“HLT”)
Hilton continues to demonstrate its position as a high-quality, asset-light business with a long runway for earnings growth,
driven by its exceptional management team and strong operational execution. In 2024, Hilton delivered another year of
impressive financial and operational performance, with revenues increasing 9%, supported by strong net unit growth ("NUG")
and a 3% increase in revenue per available room ("RevPAR") compared to 2023. Earnings-per-share grew 15% year-over-
year, benefiting from Hilton’s excellent cost control and continued best-in-class capital return.
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The near-term outlook for Hilton remains constructive. Domestic macroeconomic conditions support another year of 2% to
3% systemwide RevPAR growth, with continued improvement in business transient and group travel. Hilton is poised to
accelerate its organic NUG to 6%-7% in 2025, bolstered by core brand expansion, the addition of new brand concepts, and
heightened conversion activity. These dynamics position Hilton for another year of high-single-digit fee revenue growth and
mid-teens earnings-per-share growth.
Hilton’s long-term growth prospects remain robust. The company’s best-in-class value proposition continues to drive market
share gains and industry-leading NUG, supporting high-single-digit fee revenue growth. Coupled with excellent cost control,
high incremental margins, and a substantial capital return program Hilton should continue to realize robust mid-to-high-teens
compounded earnings growth for the foreseeable future.
We continue to view Hilton as an incredible business that offers a unique combination of predictability, resiliency and capital-
light growth. With its best-in-class leadership team, clear strategic vision, and robust growth runway, Hilton remains well-
positioned to deliver sustained value to shareholders in the years ahead. In recognition of these dynamics, Hilton’s stock
performed well in 2024, with its valuation multiple rising to reflect Hilton’s attractive financial attributes. We used this as an
opportunity to trim our holdings, although we intend to remain a long-term Hilton shareholder.
 
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PUBLIC COMPANY ENGAGEMENT SINCE INCEPTION
(16)
Long Positions
2004
2004
2004
2004
2004
2005
2005
2006
2006
2007
2008
2008
2008
2009
2010
2010
2010
2010
2010
2011
2011
2012
2013
2013
2013
2013
2014
2014
2015
2015
2015
2016
2017
2018
2018
2018
2018
2019
2020
2020
2020
2021
2021
2023
2023
2024
2024
2024
Short Positions*
2004
2005
2007
2007
2007
2012
* Short Positions includes options, credit default swaps and other instruments that provide short economic exposure. Pershing Square has no current intention to initiate a public
equity short position.
The companies on this page reflect all of the portfolio companies, long and short, as of March 11, 2025, in respect of which (a) Pershing Square or any Pershing Square Fund, as
applicable, has designated a representative to the board, filed Schedule 13D, Form 4 or a similar non-US filing or has made a Hart-Scott Rodino filing; or (b) Pershing Square has
publicly recommended changes to the company’s strategy in an investment-specific white paper, letter or presentation.
Past performance is not a guarantee of future results. All investments involve risk, including the loss of principal. Please see accompanying endnotes and disclaimers on pages 124-
128.
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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 controls in place to
mitigate it. Based on this assessment, the Risk Committee has identified the subset of risks set out below as the principal risks
faced by the Company. 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. The Investment
Manager assesses risks to the long-term success of the Company’s
investments by performing extensive research prior to making an investment
decision and by ongoing monitoring to deeply understand each business and
the industry in which it operates. The Investment Manager’s approach to the
management of ESG risks as a component of investment risk is further
described in its ESG Statement available on the Company’s website.
The Board receives quarterly updates on the performance of the Company’s
portfolio positions, including the effect of emerging risks on the portfolio. The
Investment Manager assesses the potential impact of emerging risks on the
portfolio and seeks to make portfolio investments that are resilient to
disruption by, or may benefit from, emerging risks. The Investment Manager
believes the portfolio is well-positioned to harness AI’s growth opportunities
and does not believe the portfolio will be significantly impacted by
anticipated changes in U.S. trade and immigration policy, but will continue to
monitor these areas. See the Portfolio Update in the Investment Manager’s
Report for further discussion of the impact of emerging risks on individual
portfolio companies.
The long-term interests of the Investment Manager are aligned with the
Company’s shareholders as a result of the substantial investment made by the
Investment Manager’s personnel in the Company.
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Risk
Description
Mitigating Factors
Investment
Manager’s
Authority
The Investment Manager has broad
investment authority in executing the
Company’s strategy and may use
whatever investment techniques it
believes are suitable for the Company,
including novel or untested approaches.
In addition, the Company’s strategy
depends on the ability of the Investment
Manager to successfully identify
attractive investment opportunities.
Performance fees may incentivize the
Investment Manager to take on excessive
risk within the portfolio.
The Board receives a report from the Investment Manager at each quarterly
Board meeting, or as necessary, on developments and risks relating to
portfolio positions, financial instruments, and the portfolio composition as a
whole.
The Investment Manager engages in a thorough diligence process for novel
investment structures and is an experienced investor. The Investment
Manager seeks to limit the impact of unsuccessful novel investments on the
Company’s performance by sizing them appropriately and regularly
reevaluating any unrealized losses. The Investment Manager has no current
intention to initiate a public equity short position.
The performance fee calculation takes into account unrealized gains and
losses, and no performance fee is paid unless NAV appreciation exceeds the
high water mark.
Investment team compensation is based on performance of the overall
portfolio rather than any individual position.
The long-term interests of the Investment Manager are aligned with the
Company’s shareholders as a result of the substantial investment made by the
Investment Manager’s personnel in the Company.
Portfolio
Concentration
The Investment Manager may invest a
significant proportion of the Company’s
capital in a limited number of
investments, including asymmetric
hedges, subject to the Company’s
Investment Policy. Because the
Company’s portfolio is highly
concentrated, it is sensitive to general
market fluctuations and its investment
results may be volatile. A concentrated
portfolio also exacerbates the risk that a
loss in any one position could have a
material adverse impact on the
Company’s assets.
The Investment Manager performs extensive research prior to making new
investments, along with ongoing monitoring of positions held in the
Company’s portfolio. The Investment Manager is mindful of sector and
industry exposures and other correlations between businesses in which the
Company invests. The Investment Manager will reduce position sizes
accordingly in investments with greater leverage, business complexity or
other factors that create a risk of substantial permanent impairment of value.
The Board reviews portfolio concentrations and receives a detailed overview
of the portfolio positions no less than quarterly, and more frequently as
necessary.
The Investment Policy prohibits investments by the Company in, or giving
exposure to, the securities of any one issuer representing more than 25% of
the Company’s gross assets (assets on the statement of financial position
prior to deduction of liabilities) measured at the time of making the
investment.
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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.
Portfolio
Liquidity Risk
The Company may be restricted from
trading in certain securities in its
portfolio for which the Investment
Manager has board representation or for
contractual, regulatory or other reasons.
Stressful market conditions may prevent
the Company from having sufficient
liquidity to meet its liabilities when due.
The timing of the Company’s significant liquidity events (e.g. bond coupon
payments, bond maturities, dividends, etc.) is known well in advance by the
Investment Manager.
The Investment Manager actively monitors positions with trading restrictions
to manage its future liquidity needs. The Investment Manager may sell
securities subject to restrictions through block sales, during open trading
windows or pursuant to automatic trading plans. When joining the board of
an issuer, the Investment Manager typically seeks to receive registration
rights to facilitate future sales.
The Company invests primarily in large-capitalization securities which are
highly liquid under normal market conditions. The Investment Manager
actively manages the Company’s cash and cash equivalents to ensure, as much
as possible, that the Company will have sufficient liquidity under both normal
and stressed market conditions.
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. The Company has
retained advisers to engage with existing and potential shareholders and to
assist in its consideration of potential measures to reduce the discount of
share price to NAV.
Regulatory
Risk
Regulatory risk can negatively impact the
Company in a number of ways. For
example, changes in laws or regulations
could have a detrimental impact on the
Company’s ability to freely acquire and
dispose of certain securities or deploy
certain investment techniques. In
addition, failure to comply with laws or
regulations can subject the Company to
reputational damage and prosecutions.
Prior to initiating an investment, the Investment Manager considers the
possible legal and regulatory issues that could impact its ability to achieve its
objective with respect to such position. The Investment Manager’s legal and
compliance team (supported by professional external advisers) monitors
regulatory changes on an ongoing basis and informs the Board of emerging
risks.
The Board and the Investment Manager maintain policies and procedures
designed to prevent violations of applicable laws and regulations. The Board
is provided with the Investment Manager’s compliance manual and periodic
updates thereto.
The Board is apprised of any regulatory inquiries or material regulatory
developments and receives quarterly updates from the Investment Manager’s
Chief Legal and Compliance Officer.
Pershing Square Holdings, Ltd.
32
Risk
Description
Mitigating Factors
Key Personnel
The departure of Mr Ackman and Mr
Israel or of a significant number of
members of the investment team could
have a material adverse effect on the
Company’s ability to achieve its
investment objective.
To mitigate the risk of Mr Ackman’s unforeseen departure, the Investment
Manager appointed Ryan Israel, the longest-tenured member of the
investment team, as Chief Investment Officer in August 2022.
The Investment Manager completed a reorganization of its ultimate
ownership structure in 2024 such that future ownership changes, including
with respect to Mr Ackman’s ownership, will not be deemed to result in an
assignment of the IMA or a change of control under the indentures governing
the Bonds.
The investment team and other senior personnel of the Investment Manager
are experienced, longstanding employees, and there is limited turnover.
While Mr Ackman has ultimate discretion with respect to all investment
decisions, each member of the investment team plays a material role in the
construction and management of the portfolio.
The Investment Manager has structured the incentive compensation of key
personnel to promote their retention and contribute to the long-term success
of the Company.
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.
Pershing Square Holdings, Ltd.
33
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.
The Company’s sensitive information is primarily maintained by the
Investment Manager and the Administrator, which have implemented robust
information security controls, frequent testing, periodic assessments and
advanced monitoring of cybersecurity threats. The Investment Manager
maintains real-time backups of file data and daily backups of servers.
The Investment Manager reviews the information security controls of service
providers with access to sensitive Company information to ensure
appropriate protections are in place. All core operating systems are regularly
backed up.
The Investment Manager assesses emerging threats to its information
security, including the heightened risk posed by ransomware and other types
of cyber attacks and has implemented additional monitoring of network
traffic and integrated AI into its monitoring of user activity and phishing
campaigns.
The Information Security Committee of the Investment Manager meets semi-
annually or more frequently as needed to evaluate information security risks
and to review the effectiveness of the Investment Manager’s information
security controls. A new Chief Technology Officer joins the Investment
Manager in March 2025 and will bring best-in-class leadership in this area.
The Board receives quarterly updates on information security and a periodic
overview of the Investment Manager’s information security program.
 
Pershing Square Holdings, Ltd.
34
Risk
Description
Mitigating Factors
Service
Providers
Key service providers perform
inadequately or expose the Company to
risk.
An external incident (e.g. pandemic,
natural disaster, cyber attack)
significantly disrupts key service
providers.
The Investment Manager has adopted a vendor supervision policy and
performs due diligence on service providers, including information security
and business continuity reviews, in accordance with its assessment of their
risk to the Company.
The Investment Manager’s business continuity and incident response
planning include plans for disruptions to key service providers.
The Investment Manager monitors key service providers through frequent
contact and reports to the Board as needed.
The Board advises on the engagement of service providers as appropriate and
the Management Engagement Committee reviews key service providers at
least annually.
Insurance
The Company is liable for claims due to
the failure of an insurance underwriter or
inadequate insurance coverage.
The Company and the Investment Manager maintain insurance policies with
reputable insurance underwriters.
Insurance arrangements and limits are reviewed annually by the Board to
ensure they remain appropriate.
Public
Relations
Adverse media coverage or social media
of the Investment Manager or its
personnel causes reputational damage to
the Company.
The Investment Manager has retained an in-house Director of
Communications, outside public relations firms and a specialist law firm to
monitor media coverage, advise on strategy and actively engage with media
sources as needed, including pursuing corrections to inaccurate or unfair
coverage.
The Company does not use X or social media and communicates with
shareholders via press releases and at investor calls/meetings.
Announcements (other than routine or portfolio-related) are approved by the
Chairman and Senior Independent Director prior to release.
PSCM’s social media accounts are used only for business-related
communications that have been reviewed by internal legal counsel.
The Investment Manager’s electronic communications policy prohibits
employees from using any social media platform for business-related
communications unless preapproved by the Investment Manager’s Chief
Compliance Officer.
Pershing Square Foundation, a family foundation established by the CEO of
the Investment Manager in 2006, advances the CEO’s personal social
initiatives.
The Board receives quarterly updates on any material public relations issues
affecting the Investment Manager or the Company.
 
Pershing Square Holdings, Ltd.
35
Directors
RUPERT MORLEY
Independent Director
Chairman of the Board
Chairman of the Nomination
and Management
Engagement Committees
Mr Morley, a UK resident, has been an independent Director of the Company since April 2021.
Mr Morley is the chairman of the board of Bremont Watch Company and a trustee of Comic
Relief and chair of its investment advisory group and its commercial subsidiary, Comic Relief
Ltd. He is also a trustee of the Kennedy Memorial Trust. Mr Morley previously served as CEO
of Sterling Relocation, Hamptons estate agency and Propertyfinder.co.uk. He also previously
served as a non-executive director of Thistle Hotels, English Welsh & Scottish Railways and
Graham-Field Health Products.
He has a degree in economics from Cambridge University and an MBA from Harvard Business
School where he was a Kennedy Scholar.
HALIT COUSSIN
Director
Ms Coussin, a U.S. resident, has been a Director of the Company since November 2024. She is
also a director of Pershing Square Holdco GP, LLC. Ms Coussin is the Chief Legal Officer and
Chief Compliance Officer of the Investment Manager. Prior to joining Pershing Square, Ms
Coussin served as an associate attorney at Schulte Roth and Zabel, where her practice focused
on advising hedge fund managers on a variety of regulatory and compliance matters. She also
previously worked as an associate attorney with Kuhn and O’Toole, LLP.
She received her LL.M. from New York University in 2000 and her LL.B. from Tel Aviv
University in 1998.
Pershing Square Holdings, Ltd.
36
BRONWYN CURTIS, OBE
Senior Independent Director
Chairman of the
Remuneration Committee
Ms Curtis, a UK resident, has been an independent Director of the Company since April 2018.
Ms Curtis is a global financial economist who has held senior executive positions in both the
financial and media sectors. She is the chairman of TwentyFour Income Fund, the Senior
Independent Director of BH Macro, a trustee of the Centre for Economic Policy Research and
serves as a non-executive director for Mercator Media and the Australia-UK Chamber of
Commerce.
Ms Curtis previously served as chairman of the UK Office for Budget Responsibility Oversight
Board. She has also been a Governor at the London School of Economics. She held several
senior positions at HSBC where she managed the global research operations and was the
Head of European Broadcast at Bloomberg LP. Prior to joining Bloomberg, she held positions
at Nomura International and Deutsche Bank and worked as a consultant for the World Bank
and the UN. Ms Curtis has an honours degree in Economics from LaTrobe University,
Australia and a Masters in Economics from the London School of Economics.
CHARLOTTE DENTON
Independent Director
Ms Denton, a Guernsey resident, has been an independent Director of the Company since May
2024. She has served on boards for nearly twenty years in both regulated and non-regulated
businesses (including listed funds) in both executive and non-executive capacities. She is
currently the chairman of Alpha Real Capital and the audit chair of Starwood European Real
Estate Finance. Since 2019 she has been a non-executive director of various private
companies including the GP boards of private equity groups Cinven, Hitec and NextEnergy
Capital.
Ms Denton previously served as a non-executive director of Butterfield Bank (Guernsey) Ltd.
During her executive career she worked in various locations through roles in diverse
organisations, including KPMG, Rothschild, Northern Trust, a property development startup
and a privately held financial services group. Ms Denton holds a degree in politics from
Durham University. She is a Fellow of the Institute of Chartered Accountants in England and
Wales, a Chartered Director and a Fellow of the Institute of Directors as well as a member of
the Society of Trust and Estate Practitioners.
Pershing Square Holdings, Ltd.
37
ANDREW HENTON
Independent Director
Chairman of the Audit and
Risk Committees
Mr Henton, a Guernsey resident, has been an independent Director of the Company since
September 2020. Mr Henton has wide board experience of both regulated and non-regulated
businesses (including listed funds) in both executive and non-executive capacities. He serves
as chairman of Onward Opportunities Limited, listed on the LSE. He is also chairman of
private entities Utmost Worldwide Limited and SW7 Holdings Limited. Mr Henton also serves
as a non-executive director of TaDaweb S.A., Longview Partners (Guernsey) Ltd, and
Butterfield Bank (Guernsey) Limited. He previously served as a non-executive director of St
John Ambulance, Guernsey and as the chairman of Boussard & Gavaudan Holding Limited, a
listed closed-ended investment company.
Between 2002 and 2011, Mr Henton held various positions at Close Brothers Group plc,
latterly acting as Head of Offshore Businesses. During this time, he led the creation of Close
Private Bank, which provided asset management, banking, and administration services to
high net worth and institutional clients. Mr Henton previously spent four years working in
HSBC’s Corporate Finance division and three years as a Fund Manager with Baring Private
Equity Partners.
He graduated from Oxford University in 1991 and subsequently qualified as a Chartered
Accountant with PricewaterhouseCoopers in London.
TOPE LAWANI
Independent Director
Mr Lawani, a Nigerian national, has been an independent director of the Company since April
2021. He is a co-founder and managing partner of Helios Investment Partners and co-CEO
and a director of Helios Fairfax Partners Corp (TSX:HFPC). Prior to forming Helios, he was a
principal in the San Francisco and London offices of TPG Capital. He began his career as a
mergers & acquisitions and corporate development analyst at the Walt Disney Company.
Mr Lawani serves as a non-executive director of Helios Towers plc, NBA Africa, Professional
Fighters League Africa and The END Fund, a leader in the global health movement to tackle
Neglected Tropical Diseases. Mr Lawani is a member of the Harvard Law School Dean’s
Advisory Board and the Massachusetts Institute of Technology Corporation.
He previously was a non-executive director of several public companies, including Vivo
Energy plc., Equity Group Holdings Plc (NSE-NAIROBI:EQTY.NR), First City Monument Bank
Plc (NSE:FCMB), and Millicom International Cellular (NASDAQ:TIGO). He also previously
served on the MIT School of Engineering Dean’s Advisory Council, the Overseers’ Visiting
Committee of the Harvard Business School, the MIT OpenCourseWare Advisory Board and on
the Board of Directors of the Emerging Markets Private Equity Association (EMPEA).
Mr Lawani received a B.S. in Chemical Engineering (with a Minor in Economics) from the
Massachusetts Institute of Technology, a Juris Doctorate (cum laude) from Harvard Law
School and an MBA from Harvard Business School. He is fluent in Yoruba, a widely spoken
West African language.
 
Pershing Square Holdings, Ltd.
38
Report of the Directors
We present the Annual Report and Financial Statements of the Company for the year ended December 31, 2024.
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. In addition, the
Investment Manager may short individual securities to hedge or reduce long exposures.
The Company will not make an initial investment in the equity of companies whose securities are not publicly traded (i.e.,
private equity) but may invest in privately placed securities of public issuers and publicly traded securities of private issuers.
Notwithstanding the foregoing, it is possible that, in limited circumstances, public companies in which the Company has
invested may later be taken private, and we may make additional investments in the equity or debt of such companies. The
Company may make investments in the debt securities of a private company, provided that there is an observable market price
for such debt securities.
The Company may invest in long and short positions in equity or debt securities of U.S. and non-U.S. 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.
Pershing Square Holdings, Ltd.
39
So long as the Company relies on certain exemptions from investment company status under the U.S. Investment Company Act
of 1940, as amended, the Company will not purchase more than 3% of the outstanding voting securities of any SEC-registered
investment company. The Company will not invest more than 10%, in aggregate, of its total assets in other UK-listed closed-
ended investment funds. In addition, investments by the Company in, or giving exposure to, the securities of any one issuer
may not, in the aggregate, represent more than 25% of the Company’s gross assets, measured at the time the investment is
made.
To date, the Company has generally implemented substantially similar investment objectives, policies and strategies as the
other investment funds managed by the Investment Manager and its affiliates. Allocation of investment opportunities and
rebalancing or internal “cross” transactions are typically made on a pro-rata basis. However, the Investment Manager may
abstain from effecting a cross transaction or only effect a partial cross transaction if it determines, in its sole discretion, that a
cross transaction, or a portion thereof, is not in the best interests of a fund (for example, because a security or financial
instrument is held by such fund in the appropriate ratio relative to its adjusted net asset value, or because a security or
financial instrument should be divested, in whole or in part, by the other funds) or as a result of tax, regulatory, risk or other
considerations.
The Company may hold its assets in cash, cash equivalents and/or U.S. Treasurys pending the identification of new investment
opportunities by the Investment Manager. There is no limit on the amount of the Company’s assets that may be held in cash or
cash equivalent investments at any time.
The Board has adopted a policy pursuant to which the borrowing ratio of the Company, defined for this purpose as the ratio of
the aggregate principal amount of all borrowed money (including margin loans) to total assets (pursuant to the latest annual
or semi-annual Financial Statements of the Company), shall in no event exceed 50% at the time of incurrence of any borrowing
or its drawdown (e.g. a borrowing under a line of credit). The Board may amend the Company’s borrowing policy from time to
time, although the Board may not increase or decrease the Company’s maximum borrowing ratio without the prior consent of
the Investment Manager. This borrowing policy does not apply to and does not limit the leverage inherent in the use of
derivative instruments.
The Company may use derivatives, including equity options, in order to obtain security-specific, non-recourse leverage in an
effort to reduce the capital commitment to a specific investment, while potentially enhancing the returns on the capital
invested in that investment.
The Company may also use derivatives, such as equity and credit derivatives and put options, to achieve a synthetic short
position in a company without exposing the Company to some of the typical risks of short selling, which include the possibility
of unlimited losses and the risks associated with maintaining a stock borrow. The Company generally does not use total return
swaps to obtain leverage, but rather to manage regulatory, tax, legal or other issues.
Material changes to the Company’s Investment Policy require approval by a special resolution of the holders of Public Shares.
RESULTS AND NAV
The Company had a gain attributable to all shareholders for the year ended December 31, 2024 of $1.17 billion (December 31,
2023: gain of $2.49 billion). The net assets attributable to all shareholders at December 31, 2024 were $13.01 billion
(December 31, 2023: $12.06 billion). For the Company’s performance returns, please see the Company Performance and
Financial Highlights sections on pages 2 and 120, respectively.
Pershing Square Holdings, Ltd.
40
The Company announces the weekly and monthly NAV and investment performance of its Public Shares to the LSE and
publishes this information on the Company’s website (www.pershingsquareholdings.com). In addition, monthly transparency
reports created by the Administrator and the Company’s fact sheets are published on the Company’s website.
The Company released semi-annual financial statements on August 15, 2024 relating to the first half of 2024. The Company
intends to release semi-annual financial statements for the first half of 2025 in the third quarter.
DISCOUNT TO NAV
The Board monitors the discount to NAV at which the Company’s Public Shares trade closely and seeks opportunities to
narrow it. The discount widened slightly over the course of 2024 from 29.6% at the beginning of the year to 31.2% as of
December 31, 2024, despite narrowing to 21% in July 2024 in anticipation of the potential initial public offering of PSUS. The
discount has narrowed slightly since year end to 30.9% as of March 11, 2025. The Board and the Investment Manager
continue to believe that the Public Shares are undervalued and remain focused on delivering positive performance and
attracting long-term investors to narrow the discount.
The Company has taken a variety of actions to better position the Public Shares as an attractive investment opportunity to
potential investors in the UK and internationally.
The Company has transitioned its trading to the LSE over time, adding a listing on the Main Market of the LSE (2017) and a
USD denominated LSE quotation (2018). The Company was admitted to the FTSE 100 in December 2020 and was the 56
th
largest company on the LSE by market capitalization as of March 11, 2025. As the majority of the Company’s liquidity moved
to the LSE, the Company consolidated all trading on the LSE and the Public Shares were de-listed from Euronext Amsterdam as
of January 31, 2025.
In November 2024, the Board approved the publication of a modified UK Key Information Document (“KID”) and European
MiFID Template (“EMT”) with “0” cost disclosures. The Board believes this approach, taken as a whole with the Company’s
expense disclosures in this Annual Report, more accurately reflects the reality that the Company’s ongoing costs are not
directly charged or attributable to shareholders. This approach also avoids other investment firms, which buy the Company’s
shares for inclusion in client portfolios, having to double-count the Company’s costs in their own fee disclosures.
In February 2024, the Investment Manager and the Board expanded the performance fee offset provisions in the Company’s
IMA, which would reduce the Company’s performance fees as the Investment Manager launches new funds. Under the
previous arrangement, the Company received a fee reduction of 20% of performance fees earned by the Investment Manager
on current and certain future non-PSH funds only once the Investment Manager recovered costs it incurred in connection with
PSH’s initial public offering. The amendment eliminated the Investment Manager’s right to receive the outstanding $36 million
of unrecovered costs, and expanded the fee reduction to also include 20% of any management fees earned from any non-PSH
Pershing Square funds that invest in public securities (specifically including those that do not have performance fees, which
had hitherto been excluded). The potential impact on the discount of the additional performance fee reduction from new funds
was observed in the substantial narrowing of the discount in July 2024 anticipation of the PSUS IPO.
In January 2022, the Company moved to the North American investment sector of the Association of Investment Companies
from the Hedge Fund sector, which more accurately reflects the Company’s investment focus. The Company also amended its
dividend policy in 2022 such that dividends increase with the Company’s NAV. As a result, the Company’s 2024 quarterly
dividend increased to $0.1456 per Public Share from $0.1307 per Public Share paid in 2023. The Company also engaged
Cadarn Capital Ltd. (“Cadarn Capital”) and LodeRock Advisors Inc. (“LodeRock”) in June and September 2023, respectively, to
provide strategic marketing advice and develop shareholder engagement strategies over a wider geographic focus.
Pershing Square Holdings, Ltd.
41
The Company announced share buyback programs in November and December of 2024 (the “2024 Share Buyback Programs”),
each of $100 million or for up to five million of the Company’s outstanding Public Shares. The Company repurchased
1,046,358 shares for $51 million as of December 31, 2024 at an average discount of 31.9%, representing 25% of the 2024
Share Buyback Programs. Since the Company’s first buyback program in May 2017, including the Company’s May 2018 tender
offer, the Company has repurchased a total of 66,999,111 Public Shares for $1.4 billion at an average discount of 29.3%
through December 31, 2024. The Company intends to propose that shareholders renew the Company’s general share buyback
authority at the Company’s 2025 Annual General Meeting to allow the Company to engage in share buybacks up to a maximum
of 14.99% of the Public Shares outstanding. If approved by shareholders, the Board may decide to utilize the share buyback
authority to make further acquisitions of Public Shares in the market if it and the Investment Manager determine it is likely to
be an effective use of capital and in the best long-term interests of shareholders after taking into consideration the discount at
which shares would be repurchased, unencumbered cash, investment opportunities, current portfolio holdings, leverage and
other factors.
The Board continues to be satisfied that the interests of PSH shareholders and the Investment Manager are closely aligned.
Affiliates of the Investment Manager beneficially owned approximately 27% of the Company at December 31, 2024 (December
31, 2023: 27%). The Board believes the investment in the Company by the Investment Manager’s team has created a strong
incentive for the Investment Manager to generate positive investment performance, which the Board believes will increase the
Company’s share price and reduce the discount to NAV over the long term.
BONDS IN ISSUE
On July 25, 2019, the Company closed on a fully committed private placement of $400 million Senior Notes with a coupon rate
of 4.95%, maturing on July 15, 2039 (the “2039 Bonds”).
On August 26, 2020, the Company closed on a fully committed private placement of $200 million of Senior Notes with a
coupon rate of 3.00%, maturing on July 15, 2032 (the “2032 Bonds”).
On November 2, 2020, the Company issued $500 million of Senior Notes maturing on November 15, 2030 (the “2030 Bonds”).
The 2030 Bonds were issued at par with a coupon rate of 3.25% per annum.
On October 1, 2021, the Company issued $700 million of Senior Notes maturing on October 1, 2031 (the “2031 Bonds”). The
2031 Bonds were issued at 99.670% of par with a coupon rate of 3.25% per annum.
On October 1, 2021, the Company issued €500 million of Senior Notes maturing on October 1, 2027 (the “2027 Bonds” and
together with the 2039 Bonds, 2032 Bonds, 2030 Bonds and 2031 Bonds, the “Bonds”). The 2027 Bonds were issued at
99.869% of par with a coupon rate of 1.375% per annum.
The Bonds rank equally in right of payment and contain substantially the same covenants. The Bonds’ coupons are paid semi-
annually, with the exception of the 2027 Bonds, which are paid annually. The Bonds are listed on Euronext Dublin with a
symbol of PSHNA.
DIVIDENDS
The Company pays a quarterly dividend in an amount determined by multiplying the Company’s average NAV per Public Share
for all trading days in December of the prior year by 0.25%, subject to a cap on the total dividends paid for the year of 125% of
the average of the total dividends paid in each of the previous three years. Once the dividend is set for a specific year, the
Company does not intend to decrease the dividend in future years, even if the NAV per Public Share were to decline. On
Pershing Square Holdings, Ltd.
42
January 11, 2024, the Company announced a quarterly dividend of $0.1456 per Public Share for 2024. On January 20, 2025,
the Company announced a quarterly dividend of $0.1646 per Public Share for 2025.
The Special Voting Share (see Note 11) receives a proportionate quarterly dividend based on its respective net asset value per
share, which is contributed to charity. Dividends will be paid in USD unless a shareholder elects to be paid in GBP.
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 2025 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, 2024, the Company paid dividends of $107,166,682, a net increase of $8,385,405 from the
amount it paid in 2023 due to the increase in the Company’s NAV per Public Share.
DIRECTORS
The present members of the Board, all of whom are non-executive Directors, are listed on pages 35-37. 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. Information regarding Directors’ remuneration and ownership in the Company is set out in the Directors’
Remuneration Report on pages 49-51.
MATERIAL CONTRACTS
The Company’s material contracts are with:
• PSCM, the Investment Manager to the Company. PSCM receives a quarterly management fee and may receive a
performance fee from the Company as described more fully in Note 15.
• Northern Trust International Fund Administration Services (Guernsey) Limited (“Northern Trust”), the Company’s
Administrator and Company Secretary. The Administrator provides the Company with administration services,
including, among other things, the computation of the Company’s NAV and the maintenance of the Company’s
accounting and statutory records.
• 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.
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• 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.
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. A business that has not
addressed material ESG risks or that has unsustainable business practices will generally not meet the Investment Manager’s
investment criteria unless the Investment Manager’s intent is to use its influence to actively address these issues. As
highlighted in “Public Company Engagement Since Inception,” the Investment Manager continues to be an engaged investor on
the Company’s behalf, and it considers many of the Company’s current portfolio companies to be active engagements. The
Investment Manager has formal representation on the boards of HHH, SEG and UMG, and an ongoing informal dialogue with
representatives of other portfolio companies.
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 2024 meetings included the impact of
crop volumes on demand for rail transport at CPKC, antitrust litigation on GOOG and governance changes at several portfolio
companies. In addition, the Investment Manager’s Portfolio Update on pages 14-27 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.
Pershing Square Holdings, Ltd.
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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. In addition, the
CEO of the Investment Manager is co-Trustee of the Pershing Square Foundation, which together with its affiliate entities has
committed more than $750 million in grants and social investments since its inception in target areas including health and life
sciences, education, economic development and social innovation.
MODERN SLAVERY ACT 2015
Although the Company does not fall within the scope of the UK Modern Slavery Act 2015, it has assessed its supply chains for
potential sources of modern slavery or human trafficking. The Company has minimal contact with countries and sectors most
likely to have a risk of modern slavery or human trafficking. The Company’s major suppliers are providers of professional
services, including the Investment Manager, Administrator, auditor and other legal and financial advisors. These suppliers
operate in the United States, United Kingdom, Western Europe, and other countries that are generally regarded as low risk.
Prior to engaging a supplier with higher-risk attributes, the Company will perform additional due diligence on the supplier’s
employment practices to ensure that it is not engaged in modern slavery or human trafficking.
SECTION 172(1) STATEMENT
The Directors have acted in the way they consider, in good faith, would be most likely to promote the success of the Company
for the benefit of its members as a whole, having regard to its stakeholders and matters set out in s172(1)(a-f) of the
Companies Act 2006, in the decisions taken during the year ended December 31, 2024 as described in this Report of the
Directors.
The following are some examples of how the Directors have discharged their section 172 duties during the year:
• The Board approved amendments to the performance fee offset provisions in PSH’s IMA that could reduce the
performance fees paid by PSH and the discount to NAV over time. The amendments are discussed in “Discount to
NAV” on pages 40-41.
• In line with the Company’s dividend policy, the Board authorized a quarterly dividend of $0.1456 per Public Share
for 2024, an increase of 11% from the 2023 dividend. The dividend policy is described in “Dividends” on page 41.
• Trading in the Company’s Public Shares was consolidated on the LSE to improve liquidity for shareholders.
• The Board approved publication of a “0” cost KID and EMT, by which it is intended to remove an impediment to
demand for the Company’s shares and a potential contributor to the discount to NAV.
• The Board has identified shareholders as key stakeholders and actively sought to engage with them. As a closed-
ended investment company, PSH has no employees or operations, and its shareholders are both customers and
investors. The Board’s approach to engagement with its stakeholders is discussed further in “Shareholder
Engagement.”
• The Board has maintained close relationships with its major suppliers of services – the Investment Manager,
Administrator, auditor, and its other professional service providers.
• The Board approved a deemed assignment of the Company’s IMA in connection with the reorganization of the
Investment Manager’s ultimate ownership structure, mitigating the impact on the Company of a future key man
event. The Investment Manager remains the counterparty to the IMA and its obligations to the Company are
unchanged as a result of the deemed assignment.
Pershing Square Holdings, Ltd.
45
• The share buyback programs authorized by the Board permitted the Company to repurchase 2,505,136 Public
Shares at an average discount of 30.6% for the benefit of shareholders in 2024.
• The Board continued to responsibly manage the Company’s debt obligations to maintain conservative debt levels
and investment-grade ratings.
• The Board’s nomination of Rupert Morley to replace Anne Farlow as Company Chairman and Charlotte Denton as
an additional Guernsey-based director facilitated the smooth transition of the Chairman role to an experienced
member of the Board and planning for future succession. Mr Morley and Ms Denton were appointed by
shareholders at the Company’s 2024 Annual General Meeting.
• The Board continues to monitor the Investment Manager’s approach to ESG issues to ensure that the Company’s
investment activities are consistent with the long-term success of the Company and for the benefit of the
Company’s stakeholders. The Board’s approach and examples of how the Investment Manager has practically
applied its principles are discussed further in “ESG”.
Further details regarding the processes by which the Board has considered the requirements of 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 2025 annual investor event was held in-person and webcast simultaneously on February 11, 2025,
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. A record number of shareholders attended the 2025 event in
person, and together with virtual attendance, approximately 34% of the Company’s NAV was represented (excluding affiliate
ownership). In addition to the annual investor event, the Chairman and other Directors are available for meetings with
shareholders as their schedules permit. Shareholders may contact the Directors in writing at the Company’s registered office
or by email at PSHDirectors@ntrs.com.
The Board regularly assesses the nature and quality of its and the Investment Manager’s engagement with shareholders. To
ensure the Board remains apprised of shareholder requests and feedback, the Board and the Investment Manager have
adopted procedures governing interactions with shareholders. In addition, Company announcements, other than routine or
portfolio-related announcements, are approved by the Chairman and the Senior Independent Director prior to their release.
The Board receives quarterly updates from the Investment Manager regarding investor contact during the quarter, which
include, among other items, a summary of common discussion topics, meeting highlights, and metrics regarding the number,
type, location and investment timeframe of shareholders contacted.
To understand the views of the Company’s key stakeholders, and to assist the Board’s consideration of shareholder interests,
the Investment Manager maintains regular contact with shareholders via quarterly communications, including semi-annual
investor calls and letters to shareholders, the annual investor presentation, the publication of weekly and monthly NAV
estimates, and on an ad-hoc basis when queries from shareholders arise. In addition, a representative of the investor relations
team is present for the substantial majority of board discussions regarding key decisions to be made by the Board.
Pershing Square Holdings, Ltd.
46
The Investment Manager continues to augment formal shareholder communications with in-person and virtual shareholder
calls and meetings. Over the course of 2025, the Investment Manager conducted several hundred shareholder calls and
meetings, thereby engaging with holders of a majority of the Company’s Public Shares, including several of the Company’s
largest shareholders, representing a variety of regions, types, and investment strategies.
Jefferies continues to act as corporate broker to the Company to support communications with shareholders and advise the
Company on shareholder sentiment. The Company engaged Cadarn Capital and LodeRock in 2023 to raise the Company’s
profile and cultivate demand from institutional investors and retail platforms in key international jurisdictions. Their activities
include advising on the Company’s marketing strategy, identifying potential investors and liaising with their respective target
markets, organizing one-to-one investor meetings and sharing shareholder insights. The Company continues to see increased
interest and growth in its shareholder register from these regions. Investor feedback from meetings conducted by Jefferies,
Cadarn Capital and LodeRock is reported to the Board on a regular basis.
GOING CONCERN
Risks associated with the Company’s investment activities, together with existing and emerging risks likely to affect its future
development, performance and position are set out in Principal Risks and Uncertainties on pages 29-34 and in Note 13.
The Board has considered the financial prospects of the Company through April 30, 2026 and made an assessment of the
Company’s ability to continue as a going concern. In assessing the going concern status of the Company, the Directors have
considered:
• The Company’s net assets attributable to all shareholders at December 31, 2024 of $13,011,230,090;
• The liquidity of the Company’s assets (at December 31, 2024, 99.2% of its assets comprised of cash and cash
equivalents and Level 1 assets);
• The Company’s total indebtedness to total capital ratio of 15.5% at December 31, 2024;
• The liquidity of the Company’s assets relative to the future interest and redemption obligations of the Outstanding
Bonds; and
• The low level of fixed operating expenses relative to net assets, such expenses approximating 2.2% for the year
ended December 31, 2024.
After making reasonable enquiries, and assessing all data relating to the Company’s liquidity, particularly its cash holdings and
Level 1 assets, the Directors and the Investment Manager believe the Company is well placed to manage its business risks.
Furthermore, the Directors confirm they have a reasonable expectation that the Company will continue to operate and meet its
liabilities as they fall due for the foreseeable future and do not consider there to be any threat to the going concern status of
the Company. For these reasons, the Directors have adopted the going concern basis in preparing the Financial Statements.
VIABILITY STATEMENT
In accordance with Principle 33 of the Association of Investment Companies (“AIC”) Code, the Board has carefully considered
the existing and emerging risks set out in Principal Risks and Uncertainties alongside the measures in place to mitigate those
risks — both at the Investment Manager level and the Company level. It has determined that those controls are sufficient such
that the risks will not likely impair the long-term viability of the business. The Board has made this assessment with respect to
the upcoming three-year period ending December 31, 2027.
Pershing Square Holdings, Ltd.
47
The Board has also evaluated the sustainability of the Company’s business model, taking into account its investment
objectives, sources of capital and strategy. The Board believes the Company’s closed-ended structure and Investment Policy
position it to invest over the long-term, and provide the Company with the flexibility to meet its investment objective in a
variety of market conditions. In addition, the 2024 amendments to the performance fee offset provisions in the Company’s
IMA have the potential to meaningfully reduce the performance fees paid to the Investment Manager over time and improve
the Company’s NAV per share performance.
The Board has also evaluated quantitative data as of December 31, 2024 including net assets attributable to shareholders, the
liquidity of the Company’s assets, and the Company’s total liabilities. It has also considered projections of expected net cash
outflows for the next three years. The Board believes a three-year timeframe is appropriate given the general business
conditions affecting the Company’s portfolio positions, the typical duration of equity positions taken by the Company and the
regulatory environment in which the Company operates, which is undergoing constant change. The Board is confident these
projections can be relied upon to form a conclusion as to the viability of the Company with a reasonable degree of accuracy
over the three-year timeframe.
On the basis of these projections and the considerations described above, the Board has determined that the Company will
remain viable for the upcoming three-year period. This assessment is conducted annually by the Board.
KEY INFORMATION DOCUMENT
The Company voluntarily prepares a standardized KID. The KID is available on the Company’s website
(www.pershingsquareholdings.com/corporate).
STATEMENT OF DIRECTORS’ RESPONSIBILITIES IN RESPECT OF THE FINANCIAL STATEMENTS
The Directors are responsible for preparing the Report of the Directors and the Financial Statements in accordance with
applicable laws and regulations. The Companies (Guernsey) Law, 2008 requires the Directors to prepare Financial Statements
for each financial year, which give a true and fair view of the state of affairs of the Company as at the end of the financial year,
and of the profit or loss of the Company for that year. In preparing those Financial Statements, the Directors are required to:
• Select suitable accounting policies and then apply them consistently;
• Make judgements and estimates that are reasonable and prudent;
• State whether applicable accounting standards have been followed, subject to any material departures disclosed and
explained in the Financial Statements; and
• Prepare the Financial Statements on a going concern basis unless it is inappropriate to presume that the Company
will continue in business.
The Directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the
financial position of the Company, and enable them to ensure that the Financial Statements comply with the Companies
(Guernsey) Law, 2008, Protection of Investors (Bailiwick of Guernsey) Law, 2020, the listing requirements of the UK Listing
Authority, the Company’s governing documents and applicable regulations under English law. They are also responsible for
safeguarding the assets of the Company and for taking reasonable steps for the prevention and detection of fraud and other
irregularities.
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48
Each of the Directors confirms to the best of her or his knowledge and belief that:
• the Financial Statements, prepared in accordance with the International Financial Reporting Standards (“IFRS”) as
issued by the International Accounting Standards Board, give a true and fair view of the assets, liabilities, financial
position and profit or loss of the Company; and
• the Annual Report includes a fair review of the development and performance of the business and the position of
the Company, together with a description of the principal risks and uncertainties faced.
The Directors further confirm that they have complied with the above requirements, and that this Annual Report and Financial
Statements, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to
assess the Company’s position and performance, business model and strategy.
DISCLOSURE OF INFORMATION TO THE AUDITOR
So far as each of the Directors is aware, there is no information relevant to the audit of which the Company’s auditor is
unaware, and each has taken all steps he or she ought to have taken as a Director to make himself or herself aware of any
relevant audit information and to establish that the Company’s auditor is aware of that information.
By order of the Board.
/s/ Rupert Morley
/s/ Andrew Henton
Rupert Morley
Andrew Henton
Chairman of the Board
Chairman of the Audit Committee
March 14, 2025
March 14, 2025
 
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49
Directors’ Remuneration Report
The Board aims to compensate the Directors in a manner that promotes the strategy and long-term success of the Company,
and has formed a Remuneration Committee to ensure that the Company maintains fair and appropriate remuneration policies
and controls. The Remuneration Committee has been delegated responsibility for determining the remuneration of the
Chairman and recommending remuneration for the non-executive Directors of the Company. The Committee is encouraged to
exercise independent judgment when considering the remuneration of each Director.
The Remuneration Committee consists of Ms Curtis, Ms Denton and Mr Lawani. Mr Morley was a member of the Committee
until Ms Denton’s appointment to the Committee on May 8, 2024. Mr Lawani joined the Committee on November 7, 2024. Ms
Curtis is the Chairman of the Remuneration Committee.
The Directors, other than Ms Coussin, are all independent non-executive Directors. The Directors are the only officers of the
Company. Each Director has executed an appointment letter setting forth his or her responsibilities. Copies of the Directors’
letters of appointment are available upon request from the Company Secretary, and will be available for inspection at the
annual general meeting.
DIRECTOR REMUNERATION POLICY
The Directors shall be paid such remuneration for their services as determined by the Board, save that, unless otherwise
approved by ordinary resolution, each Director’s remuneration shall not exceed £150,000 per annum, the limit set in the
Company’s Articles of Incorporation. All Directors are entitled to be reimbursed for all reasonable expenses properly incurred
by them in attending general meetings, board or committee meetings or otherwise in connection with the performance of their
duties. At the recommendation of the Remuneration Committee, the Board has adopted a travel and expense policy to ensure
business expenditures are appropriate and cost-effective.
The Remuneration Committee, in making its recommendations, will take into account the Company’s and each Director’s
performance, the time commitments and responsibilities of the Directors, the level of skill and experience of each Director,
overall market conditions, remuneration paid by companies of similar size and complexity, and any other factors the
Committee determines are relevant. The Remuneration Committee may recommend that additional remuneration be paid,
from time to time, on a time spent basis to any one or more Directors in the event such Director or Directors are requested by
the Board to perform extra or special services on behalf of the Company. The Committee’s review may not result in any
changes to previous recommendations to the Board.
Only Directors unaffiliated with the Investment Manager will receive fees for their services. Directors are not eligible for
bonuses, share options, long-term incentive schemes or other performance-related benefits. No Director will be involved in
deciding their own remuneration.
The Company has undertaken, subject to certain limitations, to indemnify each Director out of the assets and profits of the
Company against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities arising out of any claims made
against them in connection with the performance of their duties as a Director of the Company.
All Directors are required to submit themselves for re-election by shareholders at each annual general meeting in accordance
with the Articles of Incorporation of the Company. On termination of the appointment, Directors are entitled to fees accrued
through the date of termination, together with reimbursement of expenses incurred prior to that date. The Company does not
pay any remuneration to the Directors for loss of office.
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ANNUAL REPORT ON REMUNERATION
Service Contract Obligations and Payment on Loss of Office
No Director has a service contract with the Company and, as such, no Director is entitled to compensation payments upon
termination of their appointment or loss of office.
Total Remuneration Paid to Each Director
The total remuneration of the Directors for the years ended December 31, 2024 and December 31, 2023 was as follows:
Director
2024
2023
Nicholas Botta
—
—
Halit Coussin
—
—
Bronwyn Curtis
£90,000
£75,000
Charlotte Denton
1
£53,448
—
Anne Farlow
2
£45,780
£125,000
Andrew Henton
£90,000
£75,000
Tope Lawani
£75,000
£65,000
Rupert Morley
3
£113,273
£70,000
Tracy Palandjian
4
—
£65,000
(1) Elected as a Director on May 8, 2024.
(2) Retired as Chairman on May 8, 2024.
(3) Replaced Anne Farlow as Chairman on May 8, 2024.
(4) Retired as a Director on January 1, 2024.
The Chairman of the Board, the Chairman of the Audit Committee and the Senior Independent Director received higher fees to
reflect the additional responsibilities required of these roles. Members of the Audit Committee received an additional £7,500
for their oversight of the audit process. Mr Botta and Ms Coussin did not receive fees for their services as Directors.
All of the above remuneration relates to fixed annual fees. There are no pension arrangements in place for the Directors of the
Company. Accordingly, there were no other items in the nature of remuneration, pension entitlements or incentive scheme
arrangements which were paid or accrued to the Directors during the year.
The Remuneration Committee reviewed the Directors’ remuneration in November 2024. The Committee recommended that
the Chairman’s fee be increased to £140,000 to reflect peer remuneration practices and appropriately compensate the
Chairman for the demands of the role. No other changes to the Director’s 2025 remuneration were proposed.
The Board has accepted the recommendation of the Remuneration Committee and the Directors will receive the following
remuneration for 2025:
Directorship
2025
Chairman of the Board
£140,000
Chairman of the Audit Committee
£90,000
Senior Independent Director
£82,500
Non-Executive Directors
£75,000
Members of the Audit Committee (with the exception of the Chairman of that Committee) will receive additional remuneration
of £7,500.
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The Remuneration Committee intends to review the Directors’ remuneration in November 2025.
Directors’ Shareholdings in the Company
Directors are not required under the Company’s Articles of Incorporation or letters of appointment to hold shares in the
Company. At December 31, 2024, the Directors’ interests in the Company were as follows:
Director
Class of Shares Held
Number of Shares
Halit Coussin
Public Shares
109,758
Bronwyn Curtis
Public Shares
7,398
Charlotte Denton
Public Shares
2,675
Andrew Henton
Public Shares
4,775
Tope Lawani
Public Shares
12,000
Rupert Morley
Public Shares
4,000
There have been no changes in the interests of the Directors between December 31, 2024 and the date of signing of this report.
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Corporate Governance Report
The Company is a member of the AIC and reports against the AIC Code of Corporate Governance published in February 2019
(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 Board
notes that the updates to the AIC Code published in August 2024 will apply to the Company’s accounting period beginning
January 1, 2025.
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.
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 Curtis and Mr Henton serve as Chairman of the Board, Senior Independent Director and Chairman of the Audit Committee,
respectively.
Nicholas Botta, the former Vice Chairman of the Investment Manager, retired as a Director on November 15, 2024, after
serving on the Board since 2012. Ms Coussin joined the Board on the same date. Ms Denton was elected as a new Director and
Anne Farlow retired at the 2024 Annual General Meeting of the Company. Tracy Palandjian retired as a Director as of January
1, 2024, having served since 2021
The Company has no executive directors or employees, and has engaged external parties to undertake the daily management,
operational and administrative activities of the Company. In particular, the Directors have delegated the function of managing
the assets comprising the Company’s portfolio to the Investment Manager, which is not required to, and generally will not,
submit individual investment decisions for the approval of the Board. In each case where the Board has delegated certain
functions to an external party, the delegation has been clearly documented in contractual arrangements between the Company
and the external party. The Board retains accountability for the various functions it delegates. Further information is provided
in the Report of the Audit Committee.
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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. In accordance with the AIC Code, the Board regards
its own diversity as an important mechanism by which to balance the necessary mix of skills, experience, independence,
opinions and knowledge appropriate for the Company.
The Board is committed to appointing the best possible applicant for any open Board positions, taking into account the
composition and needs of the Board at the time of the appointment. Both appointments and succession planning will be based
on merit and objective criteria. Within this context, it is the intention of the Board that Board members include Directors
representing diversity in all its forms, including diverse genders, abilities, ethnicities and socioeconomic backgrounds, who
bring together a mix of cognitive and personal strengths, knowledge and experience. It is the goal of the Board that the
composition of Board committees reflects the overall diversity of the Board where consistent with the skills, knowledge and
experience required to be an effective member of the committee.
The Nominations Committee will be responsible for recommending the appointment of new Directors to the Board. When
evaluating candidates, the Nomination Committee will give full consideration to the aspects that distinguish each Director
candidate, including those described above, in the context of the composition and diversity of the current Board and its
committees, the challenges and opportunities facing the Company, the need for orderly succession planning and with a view to
ensuring that the Board has the combination of skills, knowledge and experience needed to be effective in the future. The
Nomination Committee will also give consideration to the length of service of the Board as a whole and the need for
membership to be refreshed regularly. Where appropriate, the Nomination Committee may retain external search consultants
to assist in securing a diverse pool of candidates for open board positions.
The Board acknowledges the three targets regarding board diversity set by UK Listing Rule 6.6.6R (9) and met these targets as
of December 31, 2024 (the reference date that the Company uses for these purposes). As of December 31, 2024:
• the Board was comprised of 50% women;
• the Senior Independent Director was a woman; and
• there was one Director from an ethnic minority background.
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Gender as of
December 31, 2024
Number of Board
Members
Percentage of the
Board
Number of Senior Positions on the Board
(CEO, CFO, SID and Chairman)
1,2
Men
3
50%
1
Women
3
50%
1
Not specified / Prefer not to say
—
—
—
Ethnicity as of
December 31, 2024
Number of Board
Members
Percentage of the
Board
Number of Senior Positions on the Board
(CEO, CFO, SID and Chairman)
1,2
White British or other White
(including minority white groups)
5
83%
2
Mixed / Multiple ethnic groups
—
—
—
Asian / Asian British
—
—
—
Black / African / Caribbean /
Black British
1
17%
—
Other ethnic group, including
Arab
—
—
—
Not specified / Prefer not to say
—
—
—
(1) As the Company is externally managed by the Investment Manager, it does not have the roles of CEO or CFO and so only two of the four roles specified by the UK Listing Rules are
applicable to it.
(2) As the Company is externally managed by the Investment Manager, it does not have executive management and therefore, as permitted by UK Listing Rule 11.4.23, the
requirement to include data regarding the number and percentage of executive management in each table is inapplicable and is not displayed here.
The Investment Manager’s approach to diversity is discussed in its ESG Statement available on the Company’s website.
BOARD TENURE AND SUCCESSION PLANNING
All Directors are required to submit themselves to re-election by shareholders at each annual general meeting, and any
Director appointed in accordance with the Articles of Incorporation will hold office only until the next following annual
general meeting and will then stand for re-election. In accordance with the AIC Code, if and when any Director, including the
Chairman, has been in office (or upon re-election would at the end of that term, be in office) for more than nine years, the
Board will consider whether there is a risk that such Director might reasonably be deemed to have lost independence through
long service. The Board believes that this policy will provide for its regular refreshment while allowing it the flexibility to
maintain the proper balance of skills, experience and independence that will contribute to the Company’s success.
Ms Farlow, having served on the Board for greater than nine years, did not offer herself for reelection at the 2024 Annual
General Meeting. Ms Palandjian, who had served as non-executive Director since April 2021, retired from the Board as of
January 1, 2024. The Board nominated Mr Morley to replace Ms Farlow as Chairman of the Company and Charlotte Denton as a
new independent non-executive Director. Both were approved by shareholders at the 2024 Annual General Meeting.
Further details regarding the selection of Ms Denton and other succession planning undertaken by the Nomination Committee
are provided under “Nomination Committee” on pages 58-59.
Pershing Square Holdings, Ltd.
55
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. The Board also reviews the Company’s investments, share price performance, and the
premium/discount to NAV at which the Company’s Public Shares are trading, and receives an update on litigation and
regulatory matters. The Board conducts a comprehensive review of the Company’s expenses semi-annually or more
frequently, as needed.
In order to perform these reviews in an informed and effective manner, the Board receives formal reports from the Investment
Manager at each quarterly Board meeting. The Board may also request focused reports to review the Investment Manager’s
controls in certain operational areas such as information security, regulatory compliance or media relations, and may request
enhanced operational controls as appropriate. In between meetings, the Board maintains regular contact with the Investment
Manager, the Company Secretary and the Administrator, and is informed in a timely manner of investments and other matters
relevant to the operation of the Company that would be expected to be brought to the Board’s attention.
An induction program, including training and information about the Company and the Investment Manager, is provided to
Directors upon their election or appointment to the Board. Each Director is encouraged to consider their own training needs
on an ongoing basis, and the Chairman also assesses the individual training requirements for each Director. Directors, where
necessary in the furtherance of their duties, also have access to independent professional advice at the Company’s expense.
BOARD ATTENDANCE
All Board members are expected to attend each Board meeting and to arrange their schedules accordingly, although non-
attendance may be unavoidable in certain circumstances. The following table details the number of Board meetings attended
by each Director in the year ended December 31, 2024:
Pershing Square Holdings, Ltd.
56
Scheduled Quarterly
Board Meetings
(Attended/Eligible)
Ad-hoc Board and
Subcommittee Meetings
(Attended/Eligible)
Nicholas Botta
1
4/4
3/4
Halit Coussin
2
0/0
1/1
Bronwyn Curtis
4/4
5/5
Charlotte Denton
3
3/3
2/3
Anne Farlow
4
1/1
2/2
Andrew Henton
4/4
7/7
Tope Lawani
3/4
5/5
Rupert Morley
4/4
7/7
Tracy Palandjian
5
0/0
0/0
(1) Retired from the Board on November 15, 2024.
(2) Joined the Board on November 15, 2024.
(3) Joined the Board on May 8, 2024.
(4) Retired from the Board on May 8, 2024.
(5) Retired from the Board on January 1, 2024.
The Board meets formally four times a year. Ad-hoc Board meetings may be convened at short notice to discuss time-sensitive
matters arising in between scheduled meetings and require a quorum of two Directors.
COMMITTEES OF THE BOARD
The Board has established an Audit Committee, a Remuneration Committee, a Management Engagement Committee, a
Nomination Committee and a Risk Committee. Committee membership is further described in the report of each Committee.
Audit Committee
Further details as to the composition and role of the Audit Committee are provided in the Report of the Audit Committee.
Remuneration Committee
The Remuneration Committee consists of Ms Curtis, Ms Denton and Mr Lawani. Mr Morley was a member of the Committee
until Ms Denton’s appointment to the Committee on May 8, 2024. Mr Lawani joined the Committee on November 7, 2024. Ms
Curtis is the Chairman of the Remuneration Committee.
The Remuneration Committee reviews the remuneration of the Company’s Chairman and non-executive Directors and seeks to
ensure that the Company maintains fair and appropriate remuneration policies and controls. Further details regarding the
Directors’ remuneration are provided in the Directors’ Remuneration Report.
Below is a summary of Director attendance at the Remuneration Committee meetings in the year ended December 31, 2024:
Remuneration Committee Meetings
(Attended/Eligible)
Bronwyn Curtis
1/1
Charlotte Denton
1
1/1
Tope Lawani
2
1/1
Rupert Morley
3
0/0
(1) Joined the Remuneration Committee on May 8, 2024.
(2) Joined the Remuneration Committee on November 7, 2024.
(3) Left the Remuneration Committee on May 8, 2024.
Pershing Square Holdings, Ltd.
57
The written terms of reference of the Remuneration Committee are available on the Company’s website or, on request, from
the Company Secretary.
Management Engagement Committee
The Management Engagement Committee consists of the independent Directors of the Company who are not affiliated with
the Investment Manager. Mr Morley is the Chairman of the Management Engagement Committee. The Management
Engagement Committee reviews the performance of the Investment Manager in the management of the Company’s affairs and
the terms of engagement and performance of the Company’s other key service providers, and then reports and makes
recommendations to the full Board.
Below is a summary of Director attendance at the Management Engagement Committee meetings in the year ended December
31, 2024:
Management Engagement
Committee Meetings
(Attended/Eligible)
Bronwyn Curtis
1/1
Charlotte Denton
1
1/1
Anne Farlow
2
0/0
Andrew Henton
1/1
Rupert Morley
1/1
Tope Lawani
1/1
Tracy Palandjian
3
0/0
(1) Joined the Management Engagement Committee on May 8, 2024.
(2) Left the Management Engagement Committee on May 8, 2024.
(3) Left the Management Engagement Committee on January 1, 2024.
The written terms of reference of the Management Engagement Committee are available on the Company’s website or, on
request, from the Company Secretary.
The Management Engagement Committee reviewed the performance of and fees paid to the Company’s key service providers
for 2023 and the first quarter of 2024, including the Investment Manager, in May 2024. The review also included the
Investment Manager’s risk assessment of each service provider and a summary of the diligence the Investment Manager
performs. The Committee made certain recommendations to the Board and the Investment Manager based on its assessment
of each service provider’s performance.
The Committee’s review of the Investment Manager during the year, which included a visit to its premises and meeting with
operational personnel, found that it had successfully managed strategic initiatives while maintaining strong NAV performance
and remaining responsive to the Board and shareholders. The Company’s FTSE index ranking continued to rise and
shareholder feedback had been positive. The Committee also reviewed the fees earned by the Investment Manager and
confirmed they were calculated in accordance with the terms of the IMA. Although the management fee paid by the Company
is higher than many UK investment trusts, it is comparable to other alternative investment funds. This notwithstanding, the
amendments to the performance fee offset provisions in the IMA agreed with the Board should reduce the level of fees over
time. The Committee believes that competitive remuneration is critical to the Investment Manager’s ability to recruit and
retain the personnel who contribute to the long-term success of the Company. The Investment Manager has also implemented
a long-term equity program to retain key personnel. Furthermore, the significant investment in the Company by the
Investment Manager’s team has closely aligned its interests with those of the Company.
Pershing Square Holdings, Ltd.
58
For the above reasons, the Committee found PSCM’s engagement to be in the long-term best interest of the Company and
recommended that the Board continue to engage PSCM as the Investment Manager. The Committee will complete its next
formal review of the Investment Manager in May 2025.
Nomination Committee
The Nomination Committee consists of Ms Coussin, Mr Lawani and Mr Morley. Mr Morley was appointed to the Committee
upon Ms Farlow’s retirement from the Board on May 8, 2024. Ms Coussin was appointed to the Committee upon Mr Botta’s
retirement from the Board on November 15, 2024. Mr Morley is the Chairman of the Nomination Committee. The Nomination
Committee is responsible for reviewing the structure, size and composition of the Board, succession planning for Director
departures and identifying and nominating suitable candidates to fill vacancies, taking into account the challenges and
opportunities facing the Company and the skills, knowledge and experience needed on the Board. The Committee reports its
recommendations to the full Board. It is the policy of the Board that if the Chairman of the Board is a member of the
Nomination Committee, the full Board will consider the matter of the succession to the chairmanship of the Board.
The Nomination Committee also reviews the commitments of the Directors to confirm that they continue to have sufficient
time to meet their responsibilities to the Company and that their other commitments do not create any conflicts of interest. To
ensure that Directors continue to have sufficient time to be effective contributors to the Company, Directors are limited in the
number and type of directorship appointments they may hold in accordance with overboarding guidelines, and seek the
approval of the Board prior to accepting new appointments. In considering whether to grant approval, the Board will assess
any impact the appointment may have on the time the Director is able to devote to the Company, any impact on the Director’s
independence, and relevant guidelines on overboarding. Various appointments were approved by the Board in 2024 in
accordance with these considerations.
Below is a summary of Director attendance at Nomination Committee meetings in the year ended December 31, 2024:
Nomination Committee Meetings
(Attended/Eligible)
Nicholas Botta
1
3/3
Halit Coussin
2
0/0
Anne Farlow
3
2/2
Tope Lawani
3/3
Rupert Morley
4
1/1
(1) Left the Nomination Committee on November 15, 2024.
(2) Joined the Nomination Committee on November 15, 2024.
(3) Left the Nomination Committee on May 8, 2024.
(4) Joined the Nomination Committee on May 8, 2024.
The written terms of reference of the Nomination Committee are available on the Company’s website or, on request, from the
Company Secretary.
In anticipation of Ms Farlow’s retirement as Chairman, the full Board nominated Rupert Morley as her replacement to ensure a
smooth transition of the role to an experienced member of the Board. Mr Morley was elected as Chairman by shareholders at
the 2024 Annual General Meeting. The search for a new director to fill the vacancy created by Ms Farlow’s retirement was
focused on candidates outside the United States due to regulatory requirements for the Board’s composition. The Board
received a diverse range of recommendations from its service providers, Board members and the Investment Manager and
therefore did not find it was necessary to engage an external search consultant to identity additional candidates. After
consideration of the balance of skills, knowledge and experience needed for the Board to be effective in the future, the Board
Pershing Square Holdings, Ltd.
59
nominated Charlotte Denton as an independent non-executive Director of the Company. Ms Denton was elected by
shareholders at the 2024 Annual General Meeting, bringing additional audit expertise and a second Guernsey-based director
to the Board.
The Nomination Committee has engaged Egon Zehnder, a global leadership advisory firm with no other connection to the
Company, to fill the vacancy created by Ms Palandjian’s earlier departure. The Committee will consider a range of candidates
consistent with its policy on Board diversity and the balance of skills, knowledge and experience needed for the Board to be
effective in the future.
Risk Committee
The Risk Committee consists of all Directors of the Company. Mr Henton is the Chairman of the Risk Committee. The Risk
Committee is responsible for reviewing the Company’s risk profile, as described in the Company’s Investment Policy,
borrowing policy and other risk disclosures; identifying, evaluating and reporting to the Board any emerging risks to the
Company; ensuring that appropriate controls and reporting are in place to allow for the identification, monitoring and
management of key risks to the Company’s business; conducting and submitting to the Board an annual assessment of the
material risks applicable to the Company’s business; and making recommendations to the Board regarding risk mitigation.
The written terms of reference of the Risk Committee are available on the Company’s website or, on request, from the
Company Secretary.
Below is a summary of Director attendance at the Risk Committee meetings in the year ended December 31, 2024:
Risk Committee Meetings
(Attended/Eligible)
Nicholas Botta
1
2/2
Halit Coussin
2
0/0
Bronwyn Curtis
2/2
Charlotte Denton
3
1/1
Anne Farlow
4
1/1
Andrew Henton
2/2
Tope Lawani
1/2
Rupert Morley
2/2
Tracy Palandjian
5
0/0
(1) Left the Risk Committee on November 15, 2024.
(2) Joined the Risk Committee on November 15, 2024.
(3) Joined the Risk Committee on May 8, 2024
(4) Left the Risk Committee on May 8, 2024.
(5) Left the Risk Committee on January 1, 2024.
The Risk Committee conducted its annual business risk assessment in February 2025 and identified 45 risks relevant to the
Company’s business. These risks consist of 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 and has assigned each risk a rating based on the likelihood of the risk
occurring and the severity of the impact on the Company if the risk occurs, both before and after considering the controls in
place to mitigate them. Risks with the highest residual risk have been included in “Principal Risks and Uncertainties”.
Pershing Square Holdings, Ltd.
60
The Risk Committee first identified the impact of artificial intelligence on the Company’s portfolio investments as an emerging
risk in 2023 and continued to monitor its development in 2024. The Committee also identified potential changes to U.S. trade
policy as a new emerging risk. The Board, as part of the Investment Manager’s quarterly portfolio updates, has reviewed the
Investment Manager’s approach to integrating these risks into its portfolio management process and the Committee believes
that appropriate controls are in place. The Committee also confirmed that the Investment Manager has the appropriate
investment and operational personnel and processes in place to support the launch of new products without impacting the
quality of services provided to the Company.
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 evaluation of the Board’s performance in 2024 was performed internally. Each Director completed a questionnaire
assessment of the Board’s composition, processes, shareholder engagement, committees and effectiveness. The Chairman
discussed matters related to individual performance with each Director. The Senior Independent Director conducted a review
of the Chairman’s performance with the other non-executive Directors. The results of the evaluation were collated by the
Company Secretary and were presented to the Board by the Chairman.
The Board evaluation demonstrated that the Board continues to perform highly and is well run. The evaluation highlighted as
strengths the Chairman’s leadership and commitment to the Board, the Directors’ robust discussions and the Board’s
engagement with and access to the Investment Manager. No material weaknesses were identified in the assessment, and the
Board has concluded that it operated effectively in 2024. The Board will use the findings of its assessment to build on its
existing strengths in the coming year. The 2022 Board evaluation was externally facilitated by SCT Consultants. The next
external review will be completed for 2025.
/s/ Rupert Morley
Rupert Morley
Chairman of the Board
March 14, 2025
 
Pershing Square Holdings, Ltd.
61
Report of the Audit Committee
The Audit Committee consists of Ms Curtis, Ms Denton and Mr Henton. Mr Henton is the Chairman of the Audit Committee. Ms
Denton and Mr Henton are chartered accountants and have years of service on audit committees of private and listed
companies. Ms Curtis has extensive experience in the financial sector and as a non-executive director to listed investment
companies. The Board has considered the qualifications of the members of the Audit Committee and has determined that the
Audit Committee has the relevant experience to successfully perform its duties.
Below is a summary of Director attendance at Audit Committee meetings in the year ended December 31, 2024:
Audit Committee Meetings
(Attended/Eligible)
Bronwyn Curtis
5/5
Charlotte Denton
1
3/3
Andrew Henton
5/5
Rupert Morley
2
2/2
(1) Joined the Audit Committee on May 8, 2024.
(2) Left the Audit Committee on May 8, 2024.
The Audit Committee has written terms of reference with formally delegated duties and responsibilities. The terms of
reference of the Audit Committee are available on the Company’s website or, on request, from the Company Secretary.
The Audit Committee considers the appointment, independence and remuneration of the auditor and reviews the annual
accounts and semi-annual reports. Where non-audit services are to be provided by the auditor, the Audit Committee reviews
the scope and terms of the engagement and considers financial and other implications on the independence of the auditor.
The principal duties of the Audit Committee are to monitor the integrity of the Financial Statements of the Company, including
its annual and semi-annual reports and formal announcements relating to the Company’s financial performance, and
reviewing and reporting to the Board on significant financial reporting issues and judgements communicated to the
Committee by the auditor. 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.
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62
PREPARATION OF FINANCIAL STATEMENTS
The Audit Committee takes an active role in the planning and preparation for the audit. The Audit Committee’s November
2024 meeting was devoted to discussing the audit plan and timelines, including the extensive coordination undertaken by the
Investment Manager and the Administrator to ensure an efficient audit process. In addition to meetings of the Audit
Committee during the audit, the Chairman of the Board and the Chairman of the Audit Committee were in regular contact with
the Investment Manager, Administrator and auditor throughout the audit process. This contact, which builds on other
interactions with the Investment Manager and Administrator throughout the year, enabled the Audit Committee to assess both
processes and control environments in relation to the production of the Financial Statements.
The Audit Committee used its own experience with the Company, and the Investment Manager’s and Administrator’s
knowledge to determine the overall fairness, balance and understandability of the Annual Report and Financial Statements,
and carefully reviewed their content prior to final approval by the Board. This allowed the Audit Committee and the Board to
be satisfied that the Annual Report and Financial Statements taken as a whole are fair, balanced and understandable.
SIGNIFICANT REPORTING MATTERS
As part of the year-end audit, the Audit Committee reviewed and discussed the most relevant issues for the Company. In
discharging its responsibilities, the Audit Committee made the following assessments during the year:
• The Audit Committee noted the complexity of calculating the Company’s performance fee and the 2024
amendments to the performance fee offset provisions in the IMA. The Audit Committee reviewed the auditors’
process for confirming the Investment Manager’s calculations and the disclosure regarding the performance fee in
Note 15. The performance fee is independently calculated by the Company’s Administrator as part of its calculation
of the Company’s NAV, and 1% of the total performance fee is held back by the Company to allow for adjustments,
if any, that arise from the Company’s audit. The Audit Committee is satisfied with the controls in place for the
calculation of the performance fee and has determined that the disclosure is consistent with the relevant
accounting standards.
• The Audit Committee has confirmed that where the Investment Manager has fair valued Level 2 or Level 3 assets,
including the Company’s investment in SPARC Sponsor and the SPARC Committed FPA, the Investment Manager
has obtained pricing from an independent service or valuation agent, or otherwise uses a valuation methodology
that has been reviewed by the auditor and found to be appropriate for the investment, free of management bias
and consistent with the requirements of IFRS.
• The Audit Committee reviewed the completeness and accuracy of the disclosures in the Annual Report and
Financial Statements, and satisfied itself that the disclosures appropriately reflected the risks facing the Company
and its financial results.
• The Audit Committee reviewed the report of the Risk Committee and the Board’s procedures regarding the
identification, management, and monitoring of risks that could affect the Company. The Audit Committee is
satisfied that the Risk Committee and the Board are engaged on an ongoing basis in the process of identifying,
evaluating and managing (where possible) the principal and emerging risks facing the Company as described in
Principal Risks and Uncertainties on pages 29-34. The Audit Committee also has access to personnel of the
Investment Manager responsible for implementing and maintaining controls to address these risks.
• 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.
Pershing Square Holdings, Ltd.
63
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, 2024, and has been in place up to the date of the approval of the Annual Report and Financial Statements.
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. The Board is satisfied that
the controls employed by these service providers adequately manage the operational risks to which the Company is exposed.
AUDITOR
It is the duty of the Audit Committee, among other things, to:
• Consider and make recommendations to the Board in respect of the Company’s external auditor that are to be
approved by shareholders at the annual general meeting;
• Discuss and agree with the external auditor the nature and scope of the audit;
• Keep under review the scope, results and cost effectiveness of the audit and the independence and objectivity of
the auditor; and
• Review the external auditor’s letter of engagement, audit plan and management representation letter.
Pershing Square Holdings, Ltd.
64
Ernst & Young LLP (“EY”) has acted as the Company’s auditor since it was appointed to audit the Company’s first financial
statements, for the period of December 31, 2012. The Audit Committee last completed a formal audit tender process in 2022
and EY’s audit partner rotated from Jersey to Guernsey for the 2022 audit year, which was an important consideration when
the Audit Committee concluded that the auditor was able to evidence continued independence.
During the year the FRC conducted an Audit Quality Review of EY’s audit of the financial statements for the year ended
December 31, 2023. The scope of the inspection covered risk assessment and planning, execution of the audit plan, and
completion and reporting (including communication with the Audit Committee). The Audit Quality Review was rated as
“Good” with no key findings.
The Audit Committee also reviewed the scope of the audit and the fee proposal set out by the auditor in its audit planning
report and discussed these with the auditor at the Audit Committee meeting held on November 7, 2024. The Company
regularly undertakes market surveys of auditors’ fees and has found its auditor’s fees to be in line with the market. The Audit
Committee recommended to the Board that it accept the auditor’s proposed fee of $263,000 (2023 Actual: $217,600) for the
audit of the Annual Report and Financial Statements. During the year ended December 31, 2024, the Company also paid
$80,000 (2023: $74,200) for fees related to the semi-annual review.
The Audit Committee understands the importance of auditor independence. Each year, the Audit Committee reviews the scope
and results of the audit, its cost effectiveness, and the independence and objectivity of the external auditor. As part of this
review, the Audit Committee receives a report from the external auditor confirming its independence and the controls it has in
place to ensure its independence is not compromised.
The auditor did not provide any non-audit services to the Company in 2024 or 2023 other than its review of the interim
financial statements. Any engagement of the auditor to provide non-audit services to the Company must also receive the prior
approval of the Audit Committee. In considering whether to approve such engagement, the Audit Committee assesses (i) the
nature of the non-audit service and whether the auditor is the most appropriate party to provide such service; (ii) the
proposed fee for the service and whether it is reasonable; and (iii) whether the engagement will constitute a threat to the
objectivity and independence of the conduct of the audit. The Audit Committee may take into account the expertise of the
auditor, the potential time and cost savings to the Company, and any other factors it believes relevant to its determination.
To fulfill its responsibility regarding the independence of the external auditor, the Audit Committee considers:
• Discussions with or reports from the external auditor describing its arrangements to identify, report and manage
any conflicts of interest; and
• The nature of non-audit services provided by the external auditor.
To assess the effectiveness of the external auditor, the Audit Committee reviews:
• The external auditor’s fulfillment of the agreed audit plan and variations from it;
• Discussions or reports highlighting the major issues that arose during the course of the audit; and
• Feedback from other service providers evaluating the performance of the audit team.
The Audit Committee meets with the auditor independently of the Investment Manager and is satisfied with EY’s effectiveness
and independence as external auditor having considered the degree of diligence and professional skepticism demonstrated by
them. The Audit Committee has also considered the FRC’s Audit Quality Review of EY’s previous audit work.
Pershing Square Holdings, Ltd.
65
Having carried out the review described above and satisfied itself that the external auditor remains independent and effective,
the Audit Committee has recommended to the Board that EY be reappointed as external auditor for the year ending December
31, 2025. A resolution to re-appoint EY as auditor will be proposed at the 2025 Annual General Meeting.
Shareholders should note that the primary framework for the Company’s audit is International Standards on Auditing (UK);
the auditor’s report thereunder is set out on pages 66-73. The Annual Report also includes on pages 74-75 a report from the
auditor to the Directors in accordance with U.S. Generally Accepted Auditing Standards in order to satisfy various U.S.
regulatory requirements.
/s/ Andrew Henton
Andrew Henton
Chairman of the Audit Committee
March 14, 2025
 
Pershing Square Holdings, Ltd.
66
Report of Independent Auditor
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF PERSHING SQUARE HOLDINGS, LTD.
Opinion
We have audited the Financial Statements of Pershing Square Holdings, Ltd. (the “Company”) for the year ended December 31,
2024 which comprise the Statement of Financial Position, the Statement of Comprehensive Income, the Statement of Changes
in Equity, the Statement of Cash Flows and the related Notes 1 to 20, including material accounting policy information. The
financial reporting framework that has been applied in their preparation is applicable law and International Financial
Reporting Standards as issued by the International Accounting Standards Board (“IFRS”).
In our opinion, the Financial Statements:
• give a true and fair view of the state of the Company’s affairs as at December 31, 2024 and of its profit for the year
then ended;
• have been properly prepared in accordance with IFRS; and
• have been properly prepared in accordance with the requirements of the Companies (Guernsey) Law, 2008.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial
Statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
Independence
We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the Financial
Statements, including the UK FRC’s Ethical Standard as applied to listed public interest entities, and we have fulfilled our other
ethical responsibilities in accordance with these requirements.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Company and we remain
independent of the Company in conducting the audit.
Conclusions Relating to Going Concern
In auditing the Financial Statements, we have concluded that the Directors’ use of the going concern basis of accounting in the
preparation of the Financial Statements is appropriate. Our evaluation of the Directors’ assessment of the Company’s ability to
continue to adopt the going concern basis of accounting included:
• Confirming our understanding of the Directors’ going concern assessment process for the Company by engaging
with the Directors and Investment Manager early in the audit process to ensure all key factors were considered in
its assessment;
• Obtaining the Investment Manager's going concern assessment for the Company which comprised a cashflow
forecast and bond covenant reverse stress test, acknowledging the liquidity of the investment portfolio, the
significant net asset position and cash balances which are significantly in excess of current liabilities, and testing
for arithmetical accuracy;
Pershing Square Holdings, Ltd.
67
• 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
April 30, 2026.
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.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant
sections of this report. However, because not all future events or conditions can be predicted, this statement is not a guarantee
as to the Company’s ability to continue as a going concern.
Overview of Our Audit Approach
Key audit matters
Misstatement of the valuation of the Company’s level 1 and 2 investments
Materiality
Overall materiality of $130.0m which represents 1% of Total Equity
An Overview of the Scope of our Audit
Tailoring The Scope
Our assessment of audit risk, our evaluation of materiality and our allocation of performance materiality determine our audit
scope for the Company. This enables us to form an opinion on the Financial Statements. We take into account size, risk profile,
the organisation of the Company and effectiveness of controls, changes in the business environment and the potential impact
of climate change when assessing the level of work to be performed.
Climate Change
The Company has explained climate-related risks in the “ESG” section of the Report of the Directors and forms part of the
“Other Information”, rather than the audited Financial Statements. Our procedures on these disclosures therefore consisted
solely of considering whether they are materially inconsistent with the Financial Statements, or our knowledge obtained in the
course of the audit, or otherwise appear to be materially misstated.
Our audit effort in considering climate change was focused on the adequacy of the Company’s disclosures in the Financial
Statements as set out in Note 7 and the conclusion that there was no further impact of climate change to be taken into account
as the investments are valued based on market pricing as required by IFRS.
Pershing Square Holdings, Ltd.
68
Based on our work we have not identified the impact of climate change on the Financial Statements to be a key audit matter or
to impact a key audit matter.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Financial
Statements of the current period and include the most significant assessed risks of material misstatement (whether or not due
to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy, the
allocation of resources in the audit, and directing the efforts of the engagement team. These matters were addressed in the
context of our audit of the Financial Statements as a whole, and in our opinion thereon, and we do not provide a separate
opinion on these matters.
Risk
Our response to the risk
Key observations communicated
to the Audit Committee
Misstatement of the valuation of the
Company’s level 1 investments (2024 –
assets: $15,077 million and liabilities: nil;
2023 – assets: $12,364 million and liabilities:
nil) and level 2 investments (2024 – assets:
$51 million and liabilities: nil; 2023 – assets:
$577 million and liabilities: $32 million)
Refer to the Report of the Audit Committee
(pages 61-65); Accounting policies (pages
83-88); and Note 7 of the Financial
Statements (pages 91-95)
The fair value of the investment portfolio
may be misstated due to the application of
inappropriate methodologies or inputs to the
valuations.
The valuation of the Company’s investments
is a key driver of the Company’s net asset
value and total return. Investment valuation
could have a significant impact on the net
asset value of the Company and the total
return generated for shareholders.
There has been no change in this risk from
the previous year.
Updated our understanding of the investment valuation
process through a review of the SOC 1 report of the
Company’s Administrator, performed a walkthrough and
evaluated the design of controls in this area.
For level 1 investments we obtained values for all quoted
equities from independent sources and agreed these to
management’s proposed values.
For level 2 derivatives instruments, consisting solely of
foreign exchange forwards, we developed our own point
estimate using inputs from broker confirmations and
independent year-end foreign exchange rates. We
compared our point estimate valuations to the
Company’s valuations, assessing differences with
reference to our reporting threshold.
We assessed whether the valuation determined is in
accordance with IFRS by comparing the valuation
methodology to the requirements of IFRS 13.
We confirmed that there were no
material instances of use of
inappropriate policies or
methodologies and that the
valuation of the investments was
not materially misstated.
We also confirmed that there
were no material matters arising
from our audit work on the
valuation of financial instruments,
in accordance with IFRS, that we
wanted to bring to the attention of
the Audit Committee.
Our Application of Materiality
We apply the concept of materiality in planning and performing the audit, in evaluating the effect of identified misstatements
on the audit and in forming our audit opinion.
Pershing Square Holdings, Ltd.
69
Materiality
The magnitude of an omission or misstatement that, individually or in the aggregate, could reasonably be expected to influence
the economic decisions of the users of the Financial Statements. Materiality provides a basis for determining the nature and extent
of our audit procedures.
We determined materiality for the Company to be $130.0 million (2023: $120.6 million), which is 1% (2023: 1%) of Total
Equity. We believe that Total Equity provides us with the best measure of materiality as the Company’s primary performance
measures for internal and external reporting are based on Total Equity.
During the course of our audit, we reassessed initial materiality and updated its calculation to align with the year-end Total
Equity figure.
Performance Materiality
The application of materiality at the individual account or balance level. It is set at an amount to reduce to an appropriately low
level the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality.
On the basis of our risk assessments, together with our assessment of the Company’s overall control environment, our
judgement was that performance materiality was 75% (2023: 75%) of our planning materiality, namely $97.5 million (2023:
$90.5 million). We have set performance materiality at this percentage due to our past experience of the audit that indicates a
lower risk of misstatements, both corrected and uncorrected. Our objective in adopting this approach was to ensure that total
uncorrected and undetected audit differences in the Financial Statements did not exceed our materiality level.
Reporting Threshold
An amount below which identified misstatements are considered as being clearly trivial.
We agreed with the Audit Committee that we would report to them all uncorrected audit differences in excess of $6.5 million
(2023: $6.0 million), which is set at 5% (2023: 5%) of planning materiality, as well as differences below that threshold that, in
our view, warranted reporting on qualitative grounds.
We evaluated any uncorrected misstatements against both the quantitative measures of materiality discussed above and in light
of other relevant qualitative considerations in forming our opinion.
Other Information
The Other Information comprises the information included in the Annual Report, other than the Financial Statements and our
auditor’s report thereon. The Directors are responsible for the other information contained within the Annual Report.
Our opinion on the Financial Statements does not cover the Other Information and, except to the extent otherwise explicitly
stated in this report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the Other Information and, in doing so, consider whether the Other Information is materially
inconsistent with the Financial Statements or our knowledge obtained in the course of the audit or otherwise appears to be
materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to
determine whether this gives rise to a material misstatement in the Financial Statements themselves. If, based on the work we
have performed, we conclude that there is a material misstatement of the other information, we are required to report that
fact.
Pershing Square Holdings, Ltd.
70
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.
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 46
• 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 page 46;
• Directors’ statement on fair, balanced and understandable Financial Statements, set out on page 48;
• 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 46;
• Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks, set out on
page 59;
• The section of the Annual Report that describes the review of effectiveness of risk management and internal
control systems, set out on page 63; and
• The section describing the work of the Audit Committee, set out on pages 61-65.
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities statement set out on page 47, the Directors are responsible for the
preparation of the Financial Statements, and for being satisfied that they give a true and fair view, and for such internal
controls as the Directors determine is necessary to enable the preparation of Financial Statements that are free from material
misstatement, whether due to fraud or error.
In preparing the Financial Statements, the Directors are responsible for assessing the Company’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the
Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
Pershing Square Holdings, Ltd.
71
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the Financial Statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these
Financial Statements.
Explanation as to What Extent the Audit was Considered Capable of Detecting Irregularities,
Including Fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with
our responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement
due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by,
for example, forgery or intentional misrepresentations, or through collusion. The extent to which our procedures are capable
of detecting irregularities, including fraud is detailed below.
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 2018 UK Corporate Governance
Code, AIC Code of Corporate Governance published in February 2019, 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:
▪ their knowledge of any non-compliance or potential non-compliance with laws and regulations that
could affect the Financial Statements;
▪ the Company's methods of enforcing and monitoring non-compliance with such policies;
▪ 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
▪ 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. We corroborated our enquiries through our review of Board minutes and any
correspondence received from regulatory bodies. We also obtained their SOC 1 controls report and reviewed it for
findings relevant to the Company and evaluated the design of relevant controls. We noted no contradictory evidence
during these procedures.
• We assessed the susceptibility of the Company's Financial Statements to material misstatement, including how
fraud might occur by:
Pershing Square Holdings, Ltd.
72
▪ obtaining an understanding of entity-level controls and considering the influence of the control
environment;
▪ 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;
▪ 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
▪ 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. Our procedures involved a review of Board minutes and inquiries of the Investment Manager and
those charged with governance including:
▪ 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;
▪ inspecting the relevant policies, processes and procedures to further our understanding;
▪ reviewing Board minutes and internal compliance reporting;
▪ inspecting correspondence with regulators; and
▪ 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.
• The period of total uninterrupted engagement including previous renewals and reappointments is 13 years,
covering the years ending December 31, 2012 to December 31, 2024.
• The audit opinion is consistent with the additional report to the Audit Committee.
Use of Report
This report is made solely to the Company’s members, as a body, in accordance with Section 262 of The Companies (Guernsey)
Law, 2008. Our audit work has been undertaken so that we might state to the Company’s members those matters we are
required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not
Pershing Square Holdings, Ltd.
73
accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work,
for this report, or for the opinions we have formed.
/s/ Richard Geoffrey Le Tissier
Richard Geoffrey Le Tissier
For and on behalf of Ernst & Young LLP Guernsey
March 14, 2025
(1) The maintenance and integrity of the Pershing Square Holdings, Ltd. website is the responsibility of the Directors; the work carried out by the auditor does not involve
consideration of these matters and, accordingly, the auditor accepts no responsibility for any changes that may have occurred to the Financial Statements since they were initially
presented on the website.
(2) Legislation in Guernsey governing the preparation and dissemination of Financial Statements may differ from legislation in other jurisdictions.
 
Pershing Square Holdings, Ltd.
74
INDEPENDENT AUDITOR’S REPORT TO THE DIRECTORS OF PERSHING SQUARE HOLDINGS, LTD.
Opinion
We have audited the financial statements of Pershing Square Holdings, Ltd. (the “Company”), which comprise the Statement of
Financial Position as of December 31, 2024 and 2023, and the related Statement of Comprehensive Income, Statement of
Changes in Equity and Statement of Cash Flows for the years then ended, and the related notes (collectively referred to as the
“Financial Statements”).
In our opinion, the accompanying Financial Statements present fairly, in all material respects, the financial position of the
Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended, in
accordance with International Financial Reporting Standards promulgated by the International Accounting Standards Board.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in the United States of America (“GAAS”).
Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial
Statements section of our report. We are required to be independent of the Company and to meet our other ethical
responsibilities in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence
we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation and fair presentation of the Financial Statements in accordance with
International Financial Reporting Standards promulgated by the International Accounting Standards Board, and for the design,
implementation, and maintenance of internal control relevant to the preparation and fair presentation of Financial Statements
that are free of material misstatement, whether due to fraud or error.
In preparing the Financial Statements, management is required to evaluate whether 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 one year after the
date that the financial statements are available to be issued.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the Financial Statements as a whole are free of material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in
accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there
is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user
based on the Financial Statements.
In performing an audit in accordance with GAAS, we:
• Exercise professional judgment and maintain professional skepticism throughout the audit.
Pershing Square Holdings, Ltd.
75
• 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. The accompanying
Condensed Schedule of Investments, Financial Highlights and Certain Regulatory Disclosures are presented for purposes of
additional analysis and are not a required part of the Financial Statements. Such information is the responsibility of
management and was derived from and relates directly to the underlying accounting and other records used to prepare the
Financial Statements. The information has been subjected to the auditing procedures applied in the audit of the Financial
Statements and certain additional procedures, including comparing and reconciling such information directly to the
underlying accounting and other records used to prepare the Financial Statements or to the Financial Statements themselves,
and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In
our opinion, the information is fairly stated, in all material respects, in relation to the Financial Statements as a whole.
Other Information
Management is responsible for the other information. The other information comprises the information included in the Annual
Report set out on pages 1 to 65 and pages 121 to 128 but does not include the Financial Statements, Supplementary
Information and our auditor’s report thereon. Our opinion on the Financial Statements does not cover the other information,
and we do not express an opinion or any form of assurance thereon.
In connection with our audit of the Financial Statements, our responsibility is to read the other information and consider
whether a material inconsistency exists between the other information and the Financial Statements, or the other information
otherwise appears to be materially misstated. If, based on the work performed, we conclude that an uncorrected material
misstatement of the other information exists, we are required to describe it in our report.
/s/ Ernst & Young LLP
Ernst & Young LLP
Guernsey, Channel Islands
March 14, 2025
 
Pershing Square Holdings, Ltd.
76
Audited Financial Statements
STATEMENT OF FINANCIAL POSITION
As of December 31, 2024 and December 31, 2023
(Stated in United States Dollars)
Notes
2024
2023
Assets
Cash and cash equivalents
10
$
436,520,113
$
1,928,920,630
Due from brokers
13
1,107,529
207,119,255
Trade and other receivables
9
28,772,099
16,312,221
Financial assets at fair value through profit or loss
Investments in securities
6,7
15,114,606,252
12,701,403,992
Derivative financial instruments
6,7,8
51,380,344
274,844,210
Total Assets
$
15,632,386,337
$
15,128,600,308
Liabilities
Due to brokers
13
$
—
$
276,260,000
Trade and other payables
9
232,469,751
321,015,981
Deferred tax expense payables
19
67,885,195
84,826,934
Financial liabilities at fair value through profit or loss
Derivative financial instruments
6,7,8
—
31,975,102
Bonds
18
2,320,801,301
2,351,915,264
Total Liabilities
$
2,621,156,247
$
3,065,993,281
Equity
Share capital
11
$
5,722,349,692
$
5,722,349,692
Treasury shares
11
(829,368,943
)
(711,462,770
)
Retained earnings
8,118,249,341
7,051,720,105
Total Equity
13,011,230,090
12,062,607,027
Total Liabilities and Equity
$
15,632,386,337
$
15,128,600,308
Net assets attributable to Public Shares
$
13,010,778,044
$
12,062,193,559
Public Shares outstanding
182,956,010
185,461,146
Net assets per Public Share
$
71.11
$
65.04
Net assets attributable to Special Voting Share
$
452,046
$
413,468
Special Voting Share outstanding
1
1
Net assets per Special Voting Share
$
452,046.08
$
413,468.24
The accompanying notes form an integral part of these Financial Statements.
Pershing Square Holdings, Ltd.
77
These Financial Statements on pages 76-117 were approved by the Board of Directors on March 14, 2025, 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
March 14, 2025
March 14, 2025
 
Pershing Square Holdings, Ltd.
78
STATEMENT OF COMPREHENSIVE INCOME
For the years ended December 31, 2024 and December 31, 2023
(Stated in United States Dollars)
Notes
2024
2023
Investment gains and losses
Net gain/(loss) on financial assets and liabilities at fair value
through profit or loss
$
1,676,375,513
$
3,026,677,414
Net realized gain/(loss) on commodity interests (net of brokerage
commissions and other related fees of (2024: nil, 2023: nil))
(124,865,760
)
(24,866,851
)
Net change in unrealized gain/(loss) on commodity interests (net of brokerage
commissions and other related fees of (2024: nil, 2023: nil))
(129,552,453
)
(63,136,160
)
6
1,421,957,300
2,938,674,403
Net gain/(loss) on currency translation of the Bonds
18
33,706,191
(16,482,623
)
Income
(1)
Dividend income
152,930,011
161,184,912
Interest income
12
85,936,817
41,648,685
Other income
35,932
—
238,902,760
202,833,597
Expenses
Performance fees
15
(226,588,185
)
(312,108,882
)
Management fees
15
(188,818,228
)
(155,469,061
)
Interest expense
12
(77,292,603
)
(89,892,677
)
Professional fees
(10,056,040
)
(13,200,099
)
Other expenses
(3,031,876
)
(2,455,467
)
(505,786,932
)
(573,126,186
)
Profit/(loss) before tax attributable to equity shareholders
1,188,779,319
2,551,899,191
Taxes
Withholding tax (dividends)
(32,025,140
)
(33,235,985
)
Deferred tax expense
19
16,941,739
(32,609,005
)
(15,083,401
)
(65,844,990
)
Profit/(loss) attributable to equity shareholders
$
1,173,695,918
$
2,486,054,201
Earnings per share (basic & diluted)
(2)
Public Shares
17
$
6.38
$
13.17
Special Voting Share
17
$
40,485.66
$
84,038.49
All the items in the above statement are derived from continuing operations. There is no other comprehensive income for the years ended December 31, 2024 and December 31,
2023.
(1) In prior reporting years the Company classified income derived from its investments in money market funds as dividend income. The Company has updated its classification of
this income to interest income and has reclassified prior year amounts to conform with the current year presentation.
(2) EPS is calculated using the profit/(loss) for the year attributable to equity shareholders divided by the weighted-average shares outstanding over the year as required under
IFRS. See Note 17 for further details. All of the Company’s share classes participate pro-rata in the profits and losses of the Company based upon the NAV of the share class
(before any accrued performance fees) at the time of such allocation.
The accompanying notes form an integral part of these Financial Statements.
Pershing Square Holdings, Ltd.
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STATEMENT OF CHANGES IN EQUITY
For the years ended December 31, 2024 and December 31, 2023
(Stated in United States Dollars)
Share
Capital
Treasury
Shares
Retained
Earnings
Total
Equity
As of December 31, 2023
$
5,722,349,692
$
(711,462,770
)
$
7,051,720,105
$
12,062,607,027
Total profit/(loss) attributable to equity shareholders
—
—
1,173,695,918
1,173,695,918
Share buybacks
(1)
—
(117,906,173
)
—
(117,906,173
)
Dividend distribution to equity shareholders
—
—
(107,166,682
)
(107,166,682
)
As of December 31, 2024
$
5,722,349,692
$
(829,368,943
)
$
8,118,249,341
$
13,011,230,090
As of December 31, 2022
$
5,722,349,692
$
(506,863,152
)
$
4,664,447,181
$
9,879,933,721
Total profit/(loss) attributable to equity shareholders
—
—
2,486,054,201
2,486,054,201
Share buybacks
(1)
—
(204,599,618
)
—
(204,599,618
)
Dividend distribution to equity shareholders
—
—
(98,781,277
)
(98,781,277
)
As of December 31, 2023
$
5,722,349,692
$
(711,462,770
)
$
7,051,720,105
$
12,062,607,027
(1) During the years ended December 31, 2024 and December 31, 2023, the Company repurchased Public Shares. This amount includes the accretion relating to the repurchases
that was allocated to the Public Shares and the Special Voting Share. All repurchased Public Shares are subsequently held in Treasury. As of December 31, 2024 and December
31, 2023, 28,000,740 and 25,495,604 Public Shares were held in Treasury, respectively. See Note 11 for further details.
The accompanying notes form an integral part of these Financial Statements.
Pershing Square Holdings, Ltd.
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STATEMENT OF CASH FLOWS
For the years ended December 31, 2024 and December 31, 2023
(Stated in United States Dollars)
Notes
2024
2023
Cash flows from operating activities
Profit/(loss) for the year attributable to equity shareholders
$
1,173,695,918
$
2,486,054,201
Adjustments to reconcile changes in profit/(loss) for the year to net cash flows:
Bond interest expense
(1)
18
75,087,943
74,907,654
Bond interest paid
(1)
18
(72,495,715
)
(72,042,840
)
Net gain/(loss) on currency translation of the Bonds
(1)
18
(33,706,191
)
16,482,623
(Increase)/decrease in operating assets:
Due from brokers
13
206,011,726
299,519,790
Trade and other receivables
9
(12,459,878
)
(2,318,696
)
Investments in securities
6,7
(2,413,202,260
)
(2,122,619,800
)
Derivative financial instruments
6,7,8
223,463,866
430,110,612
Increase/(decrease) in operating liabilities:
Due to brokers
13
(276,260,000
)
(394,410,000
)
Trade and other payables
9
(86,829,160
)
310,193,081
Deferred tax expense payables
19
(16,941,739
)
32,609,003
Derivative financial instruments
6,7,8
(31,975,102
)
21,729,186
Net cash provided by/(used in) operating activities
(1,265,610,592
)
1,080,214,814
Cash flows from financing activities
Purchase of Public Shares
11
(119,623,243
)
(199,956,134
)
Dividend distributions
11
(107,166,682
)
(98,781,277
)
Net cash provided by/(used in) financing activities
(226,789,925
)
(298,737,411
)
Net change in cash and cash equivalents
(1,492,400,517
)
781,477,403
Cash and cash equivalents at beginning of year
1,928,920,630
1,147,443,227
Cash and cash equivalents at end of year
10
$
436,520,113
$
1,928,920,630
Supplemental disclosure of cash flow information and non-cash activities
Cash paid during the year for interest
$
75,618,209
$
87,694,272
Cash received during the year for interest
$
89,186,341
$
39,605,642
Cash received during the year for dividends
$
145,671,679
$
161,302,614
Cash deducted during the year for withholding taxes
$
29,872,536
$
33,265,763
Equity securities received from the distribution in-kind of PS VII Master, L.P.
(2)
$
272,060,600
$
—
(1) In accordance with the amendments to IAS 7, the Company’s changes in liabilities related to the Bonds are further detailed in Note 18.
(2) Refer to Note 16 for further details on the distribution in-kind from PS VII Master, L.P.
The accompanying notes form an integral part of these Financial Statements.
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NOTES TO FINANCIAL STATEMENTS
1. CORPORATE INFORMATION
Organization
The Company was incorporated with limited liability under the laws of the Bailiwick of Guernsey 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 GFSC approved the conversion of the Company into a registered closed-ended
investment scheme. The Company’s registered office is at Trafalgar Court, Les Banques, St. Peter Port, Guernsey GY1 3QL,
Channel Islands.
A copy of the Prospectus of the Company is available from the Company’s registered office and on the Company’s website
(www.pershingsquareholdings.com).
The latest traded price of the Public Shares is available on Reuters, Bloomberg and the LSE.
Investment Policy
Please refer to “Investment Policy” in the Report of the Directors for the Investment Policy of the Company.
Bonds
On July 25, 2019, the Company closed on a fully committed private placement of $400 million Senior Notes with a coupon rate
of 4.95%, maturing on July 15, 2039 (the “2039 Bonds”).
On August 26, 2020, the Company closed on a fully committed private placement of $200 million Senior Notes with a coupon
rate of 3.00%, maturing on July 15, 2032 (the “2032 Bonds”).
On November 2, 2020, the Company issued $500 million of Senior Notes at par with a coupon rate of 3.25%, maturing on
November 15, 2030 (the “2030 Bonds”).
On October 1, 2021, the Company issued $700 million of Senior Notes at 99.670% of par with a coupon rate of 3.25%,
maturing on October 1, 2031 (the “2031 Bonds”). On October 1, 2021, the Company also issued €500 million of Senior Notes at
99.869% of par with a coupon rate of 1.375%, maturing on October 1, 2027 (the “2027 Bonds” and together with the 2030
Bonds, 2031 Bonds, 2032 Bonds and 2039 Bonds, the “Bonds”).
The Bonds rank equally in right of payment and contain substantially the same covenants. The Bonds’ coupons are paid semi-
annually, with the exception of the 2027 Bonds’ coupon, which is paid annually. The Bonds are listed on Euronext Dublin
under the symbol PSHNA.
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.
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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 Advisers Act (as defined in Note 16), 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, Bronwyn Curtis, Charlotte Denton, Andrew Henton, Tope
Lawani and Rupert Morley, all of whom are non-executive Directors. All Directors other than Ms. Coussin, who is the Chief
Legal Officer and Chief Compliance Officer of the Investment Manager, are considered independent.
Nicholas Botta, the former Vice Chairman of the Investment Manager, retired as a Director on November 15, 2024, after
serving on the Board since 2012. Ms. Coussin joined the Board on the same date.
Anne Farlow retired as a Director at the Annual General Meeting of the Company on May 8, 2024 (the “2024 AGM”) and Rupert
Morley was elected to replace her as Chairman of the Board. Charlotte Denton was elected at the 2024 AGM as a new Director.
Tracy Palandjian retired as a Director as of January 1, 2024, having served since 2021.
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 and Nomination Committees. 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. The Administrator provides certain administrative and accounting services, including the maintenance of
the Company’s accounting and statutory records, and receives customary fees, plus out of pocket expenses, based on the
nature and extent of services provided.
Exchange Listings
During the years ended December 31, 2024 and December 31, 2023, the Company’s Public Shares traded on the LSE in USD
and Sterling and on Euronext Amsterdam in USD. The Company submitted a request to delist from Euronext Amsterdam on
December 4, 2024, and the Public Shares were delisted from that exchange on January 31, 2025. The Company’s Public Shares
continue to trade on the LSE in USD and Sterling.
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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. An analysis
regarding settlement within 12 months after the reporting date (current) and more than 12 months after the reporting date
(non-current) is presented in Note 13.
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 April 30,
2026. 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.
Financial Instruments
Financial Assets and Financial Liabilities at Fair Value Through Profit or Loss and Commodity Interests
Classification
In accordance with IFRS 9, the Company classifies its financial assets and financial liabilities at initial recognition into the
categories of financial assets and financial liabilities. A financial asset or financial liability is measured at fair value through
profit or loss if it meets the definition of held for trading.
In applying that classification, a financial asset or financial liability is considered to be held for trading if: (a) it is acquired or
incurred principally for the purpose of selling or repurchasing it in the near term or (b) on initial recognition, it is part of a
portfolio of identified financial instruments that are managed together and for which there is evidence of a recent actual
pattern of short-term profit-taking or (c) it is a derivative (except for a derivative that is a financial guarantee contract or a
designated and effective hedging instrument).
Financial Assets
The Company classifies its financial assets as subsequently measured at fair value through profit or loss or measured at
amortized cost based on the Company’s business model for managing the financial assets and the contractual cash flow
characteristics of the financial asset.
Financial assets measured at fair value through profit or loss (“FVPL”)
A financial asset is measured at fair value through profit or loss if: (a) its contractual terms do not give rise to cash flows on
specified dates that are Solely Payments of Principal and Interest (“SPPI”) on the principal amount outstanding or (b) it is not
held within a business model whose objective is either to collect contractual cash flows, or to both collect contractual cash
flows and sell or (c) at initial recognition, it is irrevocably designated as measured at FVPL when doing so eliminates or
significantly reduces a measurement or recognition inconsistency that would otherwise arise from measuring assets or
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liabilities or recognizing the gains and losses on them on different bases. The Company includes in this category investments
in securities and derivative financial instruments as both do not give rise to cash flows that are solely principal or interest.
Financial assets measured at amortized cost
A debt instrument is measured at amortized cost if it is held within a business model whose objective is to hold financial assets
in order to collect contractual cash flows, and its contractual terms give rise on specified dates to cash flows that are SPPI on
the principal amount outstanding. The Company includes in this category short-term non-financing receivables including cash
collateral posted on derivative contracts and other receivables.
Derecognition of financial assets
A financial asset (or, where applicable, a part of a financial asset or a part of a group of similar financial assets) is derecognized
when the rights to receive cash flows from the asset have expired.
Financial Liabilities
Financial liabilities measured at fair value through profit or loss
A financial liability is measured at fair value through profit or loss if it meets the definition of held for trading. This category
would include derivative contracts in a liability position and equity instruments sold short since they are classified as held for
trading.
Financial liabilities measured at amortized cost
This category includes all financial liabilities, other than those measured at fair value through profit or loss. The Company
includes in this category its Bonds and other short-term payables.
Derecognition of financial liabilities
The Company will derecognize a financial liability when the obligation under the liability is discharged, canceled or expired.
Bonds at Amortized Cost
(i) Classification
The Company classifies its Bonds, as discussed in Note 1 and Note 18, at amortized cost.
(ii) Recognition
The Company recognizes its Bonds upon the date of their issuance.
(iii) Initial Measurement
Bonds are initially measured at their par values minus the original issue discount, if any, and any transaction costs directly
attributable to their issuance, which is representative of their fair value at that time.
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(iv) Subsequent Measurement
After initial measurement, the Company measures the Bonds at amortized cost using the effective interest method. Interest
expense relating to the Bonds is calculated using the effective interest method allocated over the relevant period and is
recognized in the statement of comprehensive income accordingly. The interest expense relating to the Bonds includes the
amortization of coupon interest, the original issue discount, if any, and the transaction costs attributable to their issuance.
(v) Derecognition
The Company will derecognize its liability associated with each of the Bonds upon maturity, tender, or in the event that the
Company exercises its prepayment option for all or some of the Bonds, in which case all or some of the liability would be
derecognized at the settlement date.
Fair Value Measurement
The Company measures its investments in financial instruments, such as equities, options and other derivatives, at fair value
at each reporting date. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date.
The Company values equity securities listed on a securities exchange at the official closing price reported by the exchange on
which the securities are primarily traded on the date of determination. In the event that the date of determination is not a day
on which the relevant exchange is open for business, such securities are valued at the official closing price reported by the
exchange on the most recent business day prior to the date of determination. Where the primary exchange does not report an
official closing price and the composite price is available, equity securities will be valued at the composite price. Exchange-
traded options and securities listed on a securities exchange for which the exchange does not report an official closing price on
the date of determination (other than because the relevant exchange was closed on such date) are valued at the average of the
most recent “bid” and “ask” prices.
Over the counter (“OTC”) options (including commodity, currency, equity and flex options), OTC currency forwards and OTC
interest rate swaptions will generally be valued using a third-party pricing service that obtains quotes from multiple dealers to
calculate fair value, or if not readily available, in accordance with procedures adopted by the Investment Manager. OTC equity
forwards and swaps will be valued by reference to the price of the underlying security, index or other asset, as applicable, and
other relevant factors (e.g., fixed and variable financing rates).
Cleared credit default swaps (including index credit default swaps) will generally be valued using pricing obtained from the
clearing house that clears the majority of the volume of such swap and/or as necessary, the value of a third-party pricing
service if a single clearing house does not clear the majority of such swap. Uncleared credit default swaps will generally be
valued using a third-party pricing service that obtains quotes from multiple dealers to calculate fair value.
Other securities that are not listed on an exchange (including derivatives of both equity and debt) but for which external
pricing sources (such as dealer quotes or other independent pricing services) may be available are valued by the Investment
Manager after considering, among other factors, such external pricing sources, recent trading activity or other information
that, in the opinion of the Investment Manager, may not have been reflected in pricing obtained from external sources. When
dealer quotes are being used to assess the value of a holding, an attempt is made to obtain several independent quotes. The
practical application of quoted market prices to portfolio positions is a function of the quoted differential in bid/offer spreads.
Long and short positions generally are marked to mid-market (subject to the Investment Manager’s discretion to mark such
positions differently if and when deemed appropriate).
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Investments that have unobservable inputs are fair valued using valuation methodologies determined by the Investment
Manager. The Investment Manager may choose to employ an independent third-party valuation firm to conduct valuations.
The valuation committee of the Investment Manager considers the appropriateness of the valuation methods and inputs,
including information obtained after the close of markets, and may request that alternative valuation methods be applied to
support the valuation arising from the methods discussed. 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 using the official closing price reported by the exchange on which they are primarily traded. Transactions in
non-U.S. currencies are translated into USD at the prevailing exchange rates at the time of the transaction.
The Company includes the portion of gains and losses on investments due to changes in foreign exchange rates with the
portion due to changes in market prices of the investments based on the classification of the underlying investment in the
statement of comprehensive income.
The portion of gains and losses related to the Bonds’ liability (including the interest expense liability) due to changes in foreign
exchange rates is included in net gain/(loss) on currency translation of the Bonds in the statement of comprehensive income.
Amounts Due To and Due From Brokers
Due from brokers consists of cash held at the Company’s Prime Brokers, cash and securities pledged in connection with
derivative contracts and amounts receivable for securities transactions that have not settled at the reporting date, if any. Cash
related to securities sold, not yet purchased, is restricted until the securities are purchased. Due to brokers consists of cash
received from counterparties to collateralize the Company’s derivative contracts and amounts payable for securities
transactions that have not settled at the reporting date, if any.
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Cash and Cash Equivalents
The Company considers all highly liquid financial instruments with a maturity of three months or less at the time of purchase
to be cash equivalents. Cash and cash equivalents in the statement of financial position is comprised of U.S. Treasury Bills
and/or money market funds which are invested in U.S. Treasury obligations.
Investment Income/Expense
Dividend income is recognized on the date on which the investments are quoted ex-dividend and presented gross of
withholding taxes, which are disclosed separately in the statement of comprehensive income. Interest income and expense
related to cash and cash equivalents and collateral cash received/posted by the Company are recognized when earned/
incurred.
Net Gain or Loss on Financial Assets and Financial Liabilities at Fair Value Through Profit or Loss
The Company records its security transactions and the related revenue and expenses on a trade date basis.
Unrealized gains and losses are comprised of (i) changes in the fair value of financial instruments for the year and (ii) the
reversal of prior years’ unrealized gains and losses for financial instruments which were realized in the reporting period.
Realized gains and losses on disposals of financial instruments classified at fair value through profit or loss are calculated
using the highest cost relief method (specific identification). These gains or losses represent the differences between an
instrument’s initial carrying amount and disposal amount.
Professional Fees
Professional fees include, but are not limited to, expenses relating to accounting, investment valuation, administrative services,
auditing, tax preparation expenses, legal fees and expenses, fees of investment bankers, advisers, appraisers, public and
government relations firms and other consultants and experts, and investment-related fees and expenses including research,
but excluding investment transaction costs.
Other Expenses
Other expenses include, but are not limited to, printing and postage expenses, bank service fees, insurance expenses, listing-
related fees and expenses relating to corporate engagement, regulatory filings and registrations in connection with the
Company’s business and investment activities.
Taxes
The Company is a tax-exempt Guernsey entity under The Income Tax (Exempt Bodies) (Guernsey) Ordinance 1989, (as
amended). The Company is subject to withholding taxes applicable to certain investment income, such as dividends.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is
realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the
reporting date. See Note 19 for further details.
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Management Fees and Performance Fees
The Company recognizes management fees and performance fees in the period in which they are incurred in accordance with
the terms of the IMA. Refer to Note 15 for detailed information regarding the calculation of both fees.
3. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
The preparation of the Company’s Financial Statements requires management to make judgements, estimates and
assumptions that affect the reported amounts recognized in the Financial Statements and disclosure of contingent liabilities.
Uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the
carrying amount of the asset or liability in future periods.
Judgements
In the process of applying the Company’s accounting policies, management has made the following judgements, which have a
significant effect on the amounts recognized in the Financial Statements:
Assessment of the Company's investments as structured entities
The Company assessed whether PS VII Master, L.P. (“PS VII Master”) and Pershing Square SPARC Sponsor, LLC (“SPARC
Sponsor”) are structured entities under IFRS 12. IFRS 12 defines a structured entity as an entity that has been designed so that
voting or other similar rights of the investors are not the dominant factor in deciding who controls the entity.
PS VII Master, an affiliated investment fund, operated as a co-investment vehicle that invested primarily in securities of
Universal Music Group N.V. (“UMG”). PS VII Master commenced operations on August 9, 2021 and ceased operations as of
December 31, 2024 (the “Cessation Date”). The Company held an investment in PS VII Master from its commencement until
the Cessation Date. As of December 31, 2023, the Company’s investment in PS VII Master is reflected under financial assets at
fair value through profit or loss in the statement of financial position.
The Company assessed whether PS VII Master should be classified as a structured entity. The Company considered the terms
of the investment management agreement between PS VII Master and the Investment Manager along with the voting and
redemption rights of the other PS VII Master investors, including their rights to remove the Investment Manager, and
determined that the dominant factor of control of PS VII Master is PS VII Master’s contractual agreement with the Investment
Manager. The Company, therefore, concluded that PS VII Master was a structured entity during its operation.
The Company, Pershing Square, L.P. (“PSLP”) and Pershing Square International, Ltd. (“PSINTL” and together with the
Company and PSLP, the “Pershing Square Funds”) wholly own Pershing Square SPARC Sponsor, a Delaware limited liability
company, as non-managing members and are its only source of funding. The business and affairs of SPARC Sponsor are
managed exclusively by its non-member manager, PSCM. SPARC Sponsor is the sponsor entity for Pershing Square SPARC
Holdings, Ltd. (“SPARC”), a Delaware corporation, which is a company formed for the purpose of effecting a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more
businesses. SPARC’s initial Form S-1 Registration Statement (“SPARC S-1”) was filed with the Securities and Exchange
Commission (“SEC”) on November 24, 2021 and became effective on September 29, 2023 (“SPARC Prospectus”). As of
December 31, 2024 and December 31, 2023, the Company held an investment in SPARC Sponsor. This investment is reflected
under financial assets at fair value through profit or loss in the statement of financial position.
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The Company assessed whether SPARC Sponsor should be classified as a structured entity. The Company considered the terms
of the limited liability company agreement of SPARC Sponsor and determined that the dominant factor of control is PSCM’s
role as non-member manager. The Company concluded that SPARC Sponsor is a structured entity.
All realized and unrealized gains and losses from the Company’s investments in PS VII Master and SPARC Sponsor (together,
the “Structured Entities”) are reflected in the statement of comprehensive income for the years ended 2024 and 2023, as
applicable. The Company has not provided any financial or other support to these unconsolidated Structured Entities. See Note
7 for the discussion on the fair value measurement and Note 16 for related-party transactions regarding the Company’s
investments in the Structured Entities.
Estimates and Assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a
significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year,
are discussed below. The Company based its assumptions and estimates on parameters available when the Financial
Statements were prepared. Existing circumstances and assumptions about future developments may change due to market
changes or circumstances arising beyond the control of the Company. Such changes are reflected in the assumptions when
they occur.
Fair Value of Financial Instruments
When the fair value of financial assets and financial liabilities recorded in the statement of financial position cannot be derived
from active markets, their fair value is determined by the Investment Manager using prices obtained from counterparties or
independent third-party pricing services/valuation agents. The independent third-party pricing services/valuation agents
utilize proprietary models to determine fair value. The valuation agents’ modeling may consider, but is not limited to, the
following inputs: amount and timing of cash flows, probability assessments, volatility of the underlying securities’ stock price,
comparable transaction data, dividend yields and/or interest rates. Changes in assumptions about these factors could affect
the reported fair value of financial instruments in the statement of financial position and the level where the instruments are
disclosed in the fair value hierarchy. The models are calibrated regularly and tested for validity using prices from observable
current market transactions in the same instrument (without modification or repackaging) or based on available observable
market data. Refer to Note 7 for the sensitivity analysis performed on significant unobservable inputs used in the valuation of
Level 3 investments.
4. NEW STANDARDS, INTERPRETATIONS AND AMENDMENTS
The Company has assessed the impact of amendments in 2024 made to IAS 1, IAS 7, IAS 21, IFRS 7 and IFRS 16 and has
determined that they do not affect the Company’s Financial Statements. The Company has assessed the impact of IFRS 18,
which has been issued but is not yet effective. While the presentation of the statement of comprehensive income will change
on implementation, the valuation and measurement of balances will not be impacted. The Company will continue to assess the
impact of IFRS 18 as additional guidance is released prior to implementation. No other standards that have been issued but are
not yet effective are likely to materially affect the Company’s Financial Statements.
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New Pronouncement
Effective Date
Amendments to IAS 21– Lack of exchangeability
January 1, 2025
Amendments to IFRS 9 and IFRS 7 – Classification and Measurement of Financial Instruments
January 1, 2026
Amendments to IFRS 9 and IFRS 7 – Power Purchase Agreements
January 1, 2026
Volume 11 – Annual Improvements to IFRS Accounting Standards
January 1, 2026
IFRS 18 – Presentation and Disclosure in Financial Statements
January 1, 2027
IFRS 19 – Subsidiaries without Public Accountability: Disclosures
January 1, 2027
5. SEGMENT INFORMATION
In accordance with IFRS 8: Operating Segments, it is mandatory for the Company to present and disclose segmental
information based on the internal reports that are regularly reviewed by the Board in order to assess each segment’s
performance.
Management information for the Company as a whole is provided internally to the Directors for decision-making purposes.
The Board’s decisions are based on a single integrated strategy and the Company’s performance is evaluated on an overall
basis. The Company has a portfolio of long investments that the Board and Investment Manager believe exhibit significant
valuation discrepancies between current trading prices and intrinsic business value, often with a catalyst for value recognition.
Therefore, the Directors are of the opinion that the Company is engaged in a single economic segment of business for all
decision-making purposes. The financial results of this segment are equivalent to the results of the Company as a whole.
6. FINANCIAL ASSETS AND FINANCIAL LIABILITIES AT FAIR VALUE THROUGH PROFIT OR LOSS
The following table is a breakdown of the financial assets and financial liabilities at fair value through profit or loss:
As of December 31
2024
2023
Financial assets
Investments in securities
$
15,114,606,252
$
12,701,403,992
Derivative financial instruments
51,380,344
274,844,210
Financial assets at fair value through profit or loss
$
15,165,986,596
$
12,976,248,202
As of December 31
2024
2023
Financial liabilities
Derivative financial instruments
$
—
$
31,975,102
Financial liabilities at fair value through profit or loss
$
—
$
31,975,102
The following table is a breakdown of the net changes in fair value of financial assets and financial liabilities through profit or
loss:
Year Ended 2024
Year Ended 2023
Realized
Unrealized
Total
Gains/(Losses)
Realized
Unrealized
Total
Gains/(Losses)
Investments in securities (assets)
$
1,621,833,721
$
(59,477,997
)
$
1,562,355,724
$
1,542,715,847
$
1,631,858,420
$
3,174,574,267
Derivative financial instruments
(152,266,145
)
11,867,721
(140,398,424
)
(16,002,481
)
(219,897,383
)
(235,899,864
)
Net changes in fair value
$
1,469,567,576
$
(47,610,276
)
$
1,421,957,300
$
1,526,713,366
$
1,411,961,037
$
2,938,674,403
Pershing Square Holdings, Ltd.
91
7. FAIR VALUE OF ASSETS AND LIABILITIES
Fair Value Hierarchy
IFRS 13 requires disclosures relating to fair value measurements using a three-level fair value hierarchy. The level within
which the fair value measurement is categorized is determined on the basis of the lowest level input that is significant to the
fair value measurement. Assessing the significance of a particular input requires judgment and considers factors specific to the
asset or liability. Financial instruments are recognized at fair value and categorized in the following table based on the
following:
Level 1 – Inputs are unadjusted quoted prices in active markets.
Level 2 – Inputs (other than quoted prices included in Level 1) are obtained directly or indirectly from observable market data
at the measurement date.
Level 3 – Inputs, including significant unobservable inputs, reflect the Company’s best estimate of what market participants
would use in pricing the assets and liabilities at the measurement date.
Recurring Fair Value Measurement of Assets and Liabilities
(in thousands)
As of December 31
2024
2023
Level 1
Level 2
Level 3
Total
Level 1
Level 2
Level 3
Total
Financial Assets:
Equity Securities:
Common Stock:
Consumer Products
$
1,282,901
$
—
$
—
$
1,282,901
$
—
$
—
$
—
$
—
Financial Services
2,408,327
—
—
2,408,327
180,114
—
—
180,114
Hospitality
1,198,012
—
—
1,198,012
1,465,027
—
—
1,465,027
Leisure & Hospitality
123,036
—
—
123,036
—
—
—
—
Media
3,007,457
—
—
3,007,457
3,001,037
—
—
3,001,037
Real Estate Development and
Operating
1,270,627
—
—
1,270,627
1,413,185
—
—
1,413,185
Restaurant
2,685,426
—
—
2,685,426
3,283,352
—
—
3,283,352
Retail
—
—
—
—
242,826
—
—
242,826
Technology
1,967,033
—
—
1,967,033
1,695,820
—
—
1,695,820
Transportation
1,001,874
—
—
1,001,874
1,048,916
—
—
1,048,916
Preferred Stock:
Financial Services
132,374
—
—
132,374
33,912
—
—
33,912
Investment in Affiliated Entities:
Media
—
—
—
—
—
301,842
(1)
—
301,842
Special Purpose Acquisition
Rights Company
—
—
37,540
(2)
37,540
—
—
35,373
(2)
35,373
Derivative Contracts:
Currency Forwards
—
51,380
(3)
—
51,380
—
—
—
—
Equity Options
—
—
—
—
—
57,510
(3)
—
57,510
Forward Purchase Agreement:
Special Purpose Acquisition
Rights Company
(4)
—
—
—
—
—
—
—
—
Interest Rate Swaptions
—
—
—
—
—
217,334
(3)
—
217,334
Total
$
15,077,067
$
51,380
$
37,540
$
15,165,987
$
12,364,189
$
576,686
$
35,373
$
12,976,248
Pershing Square Holdings, Ltd.
92
As of December 31
2024
2023
Level 1
Level 2
Level 3
Total
Level 1
Level 2
Level 3
Total
Financial Liabilities:
Derivative Contracts:
Currency Forwards
$
—
$
—
$
—
$
—
$
—
$
31,975
(3)
$
—
$
31,975
Total
$
—
$
—
$
—
$
—
$
—
$
31,975
$
—
$
31,975
(1) Figure relates to the Company’s investment in PS VII Master, L.P. as of December 31, 2023. As of December 31, 2023, the instruments underlying the Company’s
investment in PS VII Master, L.P. included 100.27% of Level 1 financial instruments, -0.30% of Level 2 financial instruments and 0.03% of other assets and liabilities.
(2) Figure relates to the Company’s investment in Pershing Square SPARC Sponsor, LLC. Refer to Note 16 for further details.
(3) OTC equity options, interest rate swaptions and currency forwards are fair valued by the Investment Manager. The fair values of these financial instruments may reflect,
but are not limited to, the following inputs: current market and contractual prices from market makers or dealers, volatilities of the underlying financial instruments,
interest rates, and/or current foreign exchange forward and spot rates. The significant inputs are market observable and included within Level 2. The Investment
Manager utilizes a third-party pricing service and its widely recognized valuation models to obtain fair values of these financial instruments. Refer to Note 8 for a
description of derivatives traded by the Company.
(4) Refers to the Company’s investment in the SPARC Committed Forward Purchase Agreement. Refer to Note 16 for further details.
The Company’s cash and cash equivalents and short-term receivables and payables are recorded at carrying value which
approximates fair value. The Bonds, which are not included in the table of Recurring Fair Value Measurement of Assets and
Liabilities, are classified as Level 1 financial liabilities and the fair values of the Bonds are discussed further in Note 18.
Some of the Company’s investments in Level 1 securities represent a significant portion of the Company’s portfolio.
If such investments were sold or covered in their entirety, it might not be possible to dispose of them at the quoted market
price. IFRS does not permit adjustments to the fair value of these investments to account for a potential sale at a discount to
quoted market price.
The Directors have considered the impact of climate change on the valuation of the Company’s investments. In line with IFRS
the Company’s investments are valued at fair value, which for substantially all of the Company’s investments are, or
incorporate, quoted prices for investments in active markets at December 31, 2024 and December 31, 2023 and therefore
reflect market participants’ view of climate change risk. Climate change risk does not have a material impact on the value of
the Company’s other investments.
Level 3 Transfers
Transfers between levels during the year are determined and deemed to have occurred at each financial statement reporting
date. There were no transfers into or out of Level 3 fair value measurements since the last financial statement reporting date.
Level 3 Reconciliation
Level 3 investments are fair valued using valuation methodologies determined by the Investment Manager. In applying its
valuation methods, the Investment Manager utilizes information including, but not limited to the following: amount and timing
of cash flows, probability assessments, volatility of the underlying securities’ stock price, comparable transaction data,
dividend yields and/or interest rates. The Investment Manager engaged an independent third-party valuation firm to conduct
valuations for the SPARC Sponsor Shares and the SPARC Sponsor Warrants held by SPARC Sponsor and the SPARC Committed
FPA (each as disclosed in Note 16). The independent third-party valuation firm provided the Investment Manager with a
written report documenting their recommended valuations as of the determination date.
The following table summarizes the change in the carrying amounts associated with Level 3 investments for the years ended
2024 and 2023.
Pershing Square Holdings, Ltd.
93
SPARC
Sponsor
SPARC
Committed FPA
Total
Balance at December 31, 2023
$
35,372,728
$
—
$
35,372,728
Funding for Sponsor expenses
6,165
—
6,165
Net gain/(loss)
2,161,238
—
2,161,238
Balance at December 31, 2024
$
37,540,131
$
—
$
37,540,131
SPARC
Sponsor
SPARC
Committed FPA
Total
Balance at December 31, 2022
$
—
$
—
$
—
Funding for SPARC Sponsor Warrants
31,555,612
—
31,555,612
Funding for SPARC Sponsor Shares
189,580
—
189,580
Funding for Sponsor expenses
5,957
—
5,957
Net gain/(loss)
3,621,579
—
3,621,579
Balance at December 31, 2023
$
35,372,728
$
—
$
35,372,728
As a result of a change in the fair value of the SPARC Sponsor Warrants, the Company had a net gain of $2,161,238 from Level 3
securities for the year ended December 31, 2024. The fair value of the SPARC Sponsor Shares remained constant for the year
ended December 31, 2024.
As a result of changes in the fair values of the SPARC Sponsor Shares and the SPARC Sponsor Warrants, the Company had a net
gain of $3,621,579 from Level 3 securities for the year ended December 31, 2023. The change in the fair value of the SPARC
Sponsor Shares, which previously had a fair value of nil at December 31, 2022, was attributable to the SEC declaring effective
the SPARC Prospectus . The change in the fair value of the SPARC Sponsor Warrants reflects the increase in their valuation
between purchase and as of December 31, 2023.
When the Investment Manager agrees to a SPARC transaction, the SPARC Sponsor Shares and the SPARC Sponsor Warrants
will be valued with reference to the market valuation of the post-combination company. During the period before a SPARC
transaction, the Investment Manager will value the SPARC Sponsor Warrants and Shares using assumptions determined in
accordance with its valuation policy and applicable accounting standards.
Quantitative Information of Significant Unobservable Inputs – Level 3
The quantitative information about the significant unobservable inputs used in the fair value measurement by the Company
for Level 3 investments as of December 31, 2024 and December 31, 2023 are listed below.
SPARC Sponsor
Description
December 31, 2024
December 31, 2023
Volatility
25.0%
25.0%
Probability of Not Completing a Deal
30.0%
30.0%
Expected Time to Complete a Deal
4.4 Years
4.9 Years
Probability of Warrant Renegotiation
30.0%
30.0%
Estimated Target Equity Value
$4.5 billion
$4.5 billion
The SPARC Sponsor Warrants held through the Company’s investment in SPARC Sponsor are valued using a Black-Scholes
option pricing model, with the following significant unobservable inputs: (i) Volatility, (ii) Probability of Not Completing a
Deal, (iii) Expected Time to Complete a Deal, (iv) Probability of Warrant Renegotiation and (v) Estimated Target Equity Value.
The Volatility reflects the anticipated implied volatility of the potential target company from SPARC’s business combination
over the SPARC Sponsor Warrants’ 10-year term. The Probability of Not Completing a Deal reflects a discount relating to
Pershing Square Holdings, Ltd.
94
SPARC’s deadline to complete its business combination prior to the expiration of its term. The Expected Time to Complete a
Deal considers SPARC’s timeframe to consummate a business combination with all necessary shareholder and board
approvals to be the midpoint of the remaining time until the 10-year deadline. The Probability of Warrant Renegotiation is a
discount based on the probability that the SPARC Sponsor Warrants will be restructured at the time of SPARC's business
combination. The discount is representative of the average restructuring of the sponsor incentive and founder stock
forfeitures in completed blank check company transactions. The Estimated Target Equity Value is the SPARC’s assumption of
the total equity capital of the entity following its business combination. This assumption factors in SPARC’s available capital at
the time of the deal which is the estimated proceeds from the exercise of the subscription warrants and the forward purchase
agreements, and applies a multiplier to SPARC’s available capital based on its observation of the median multiple between
historical blank check companies’ available capital and the equity value of their eventual merger targets.
The significant unobservable input for the SPARC Sponsor Shares held through the Company’s investment in SPARC Sponsor is
the Probability of Not Completing a Deal.
SPARC Committed FPA
As described in more detail in Note 16, the Pershing Square Funds entered into the SPARC Committed FPA, obligating them to
purchase at least $250 million and up to $1 billion of SPARC Public Shares, determined by the Final Exercise Price (as defined
in Note 16). The fair value of the SPARC Committed FPA is mainly driven by SPARC’s ability to execute on a business
combination that is value-additive, meaning the intrinsic value exceeds the Final Exercise Price. After reviewing independent
studies of value creation in business transactions, the valuation agent determined that there was no expected incremental
value creation in a SPARC transaction. Based on this determination, the Final Exercise Price and the intrinsic value of the
business combination would be equal, leaving all other unobservable inputs irrelevant to the fair value. This analysis will
likely remain unchanged until SPARC’s subscription warrants are quoted on the OTCQX marketplace of the OTC Markets
Group, which will not occur until after a business combination is announced.
Sensitivity Analysis to Significant Changes in Unobservable Inputs with Level 3 Hierarchy
The sensitivity analysis calculates the effect of a reasonably possible change of each significant unobservable input and its
effect on the fair value with all other variables held constant as of December 31, 2024 and December 31, 2023.
As of December 31, 2024:
SPARC Sponsor Warrants
Inputs
Sensitivity
Used (+)
Effect on Fair
Value
Sensitivity
Used (-)
Effect on Fair
Value
Volatility
25.0%
5%
$
3,892,649
5%
$
(3,894,781
)
Probability of Not Completing a Deal
30.0%
5%
$
(2,496,802
)
5%
$
2,496,802
Expected Time to Complete a Deal
4.4 Years
1 Year
$
(1,486,491
)
1 Year
$
1,552,511
Probability of Warrant Renegotiation
30.0%
5%
$
(2,496,802
)
5%
$
2,496,802
Estimated Target Equity Value
$4.5 billion
5%
$
1,747,760
5%
$
(1,747,760
)
SPARC Sponsor Shares
Inputs
Sensitivity
Used (+)
Effect on Fair
Value
Sensitivity
Used (-)
Effect on Fair
Value
Probability of Not Completing a Deal
30.0%
5%
$
(184,637
)
5%
$
184,637
Pershing Square Holdings, Ltd.
95
As of December 31, 2023:
SPARC Sponsor Warrants
Inputs
Sensitivity
Used (+)
Effect on Fair
Value
Sensitivity
Used (-)
Effect on Fair
Value
Volatility
25.0%
5%
$
4,155,023
5%
$
(4,211,795
)
Probability of Not Completing a Deal
30.0%
5%
$
(2,341,987
)
5%
$
2,341,987
Expected Time to Complete a Deal
4.9 Years
1 Year
$
(1,238,120
)
1 Year
$
1,286,708
Probability of Warrant Renegotiation
30.0%
5%
$
(2,341,987
)
5%
$
2,341,987
Estimated Target Equity Value
$4.5 billion
5%
$
1,639,391
5%
$
(1,639,391
)
SPARC Sponsor Shares
Inputs
Sensitivity
Used (+)
Effect on Fair
Value
Sensitivity
Used (-)
Effect on Fair
Value
Probability of Not Completing a Deal
30.0%
5%
$
(184,637
)
5%
$
184,637
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.
Options
Options are contractual agreements that convey the right, but not the obligation, for the purchaser either to buy or sell a
specific amount of a financial instrument, commodity or currency at a contracted price, either at a fixed future date or at any
time within a specified period.
The Company purchases and sells call and put options through regulated exchanges and OTC markets. Options purchased by
the Company provide the Company with the opportunity to purchase (call options) or sell (put options) the underlying asset at
an agreed-upon value either on or before the expiration of the option, depending on the option’s style of exercise.
The Company is exposed to credit risk on purchased options only to the extent of their carrying amount, which is their fair
value. Options written by the Company provide the purchaser (the party facing the Company) the opportunity to purchase
from or sell to the Company the underlying asset at an agreed-upon value. In writing an option, the Company bears the market
risk of an unfavorable change in the asset underlying the written option. The exercise by the purchaser of an option written by
Pershing Square Holdings, Ltd.
96
the Company could result in the Company buying or selling a financial instrument at a price higher or lower than the current
market value, respectively. The maximum loss for written put options is limited to the number of contracts written and the
related strike prices, and the maximum loss for written call options (which could be unlimited) is contingent upon the market
price of the underlying asset at the exercise date.
Swaptions
A swaption is an option contract that provides its owner the right, but not the obligation, to enter into a previously agreed-
upon swap on a future date or to cancel an existing swap in the future. A payer swaption is an option to enter into a swap as a
fixed-rate payer and receive the floating rate. A receiver swaption is an option to enter into a swap as a fixed-rate receiver and
pay the floating rate.
Fair Value of Derivative Financial Instruments
The following table shows the fair values of derivative financial instruments recorded as assets or liabilities as of December
31, 2024 and December 31, 2023, together with their notional amounts which is indicative of the trading activity throughout
the year. The notional amount, which is recorded on a gross basis, is the amount of a derivative’s underlying asset, reference
rate or index value, and is the basis upon which changes in the value of derivatives are measured.
As of December 31
2024
2023
Fair Value
Notional
(1)
Fair Value
Notional
(2)
Derivatives primarily held for risk management purposes
Assets
Currency Forwards
$
51,380,344
$
2,156,603,377
$
—
$
—
Equity Options
—
—
57,510,370
419,925,279
Interest Rate Swaptions
—
—
217,333,840
12,746,618,000
Total Assets
$
51,380,344
$
2,156,603,377
$
274,844,210
$
13,166,543,279
Liabilities
Currency Forwards
$
—
$
—
$
31,975,102
$
1,246,552,601
Total Liabilities
$
—
$
—
$
31,975,102
$
1,246,552,601
(1) 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.
(2) The Company also traded commodity options, equity forwards and currency call/put options during 2023 but did not hold these instruments as of December 31, 2023. The
average notional amounts traded were $42.4 million, $105.4 million and $256.4 million, respectively.
The table below summarizes gains or losses from the Company’s derivative trading for the years ended December 31, 2024
and December 31, 2023 that are included in investment gains and losses in the statement of comprehensive income.
Derivatives Trading
Year Ended 2024
Year Ended 2023
Commodity Options
$
(22,254,479
)
$
(18,617,762
)
Currency Call/Put Options
—
(10,655,624
)
Currency Forwards
123,973,565
(24,569,588
)
Equity Forwards
(50,563,332
)
(5,944,939
)
Equity Options
40,609,556
(117,382,326
)
Interest Rate Swaptions
(232,163,734
)
(58,729,625
)
Total Net Gain/(Loss)
$
(140,398,424
)
$
(235,899,864
)
Pershing Square Holdings, Ltd.
97
Offsetting of Derivative Assets and Liabilities
IFRS 7 requires an entity to disclose information about offsetting rights and related arrangements. The disclosures provide
users with information to evaluate the effect of netting arrangements on an entity’s financial position. The disclosures are
required for all recognized financial instruments that could be offset in accordance with IAS 32 Financial Instruments
Presentation. The disclosures also apply to recognized financial instruments that are subject to an enforceable master netting
arrangement or similar agreement, irrespective of whether they are offset in accordance with IAS 32.
The table below displays the amounts by which the fair values of derivative assets and liabilities could be offset in the
statement of financial position as a result of counterparty netting. Collateral pledged/received represents amounts by which
derivative assets and liabilities could have been further offset for financial statement presentation purposes if the Company
did not include collateral amounts in due from/to brokers in the statement of financial position.
As of December 31, 2024, the Company held derivative assets totaling $51,380,344, none of which could be offset in
accordance with IAS 32 Financial Instruments Presentation or are subject to enforceable ISDA master netting arrangements.
Amounts Not Offset in the
Statement of Financial Position
As of
December 31, 2023
Gross
Amounts
(1)
Gross
Amounts
Offset in the
Statement of
Financial
Position
Net Amounts
Presented in
the Statement
of Financial
Position
(1)
Financial
Instruments
(2)
Collateral
Pledged /
(Received)
(3,4)
Net Amount
Derivative Assets
Counterparty A
$
184,281,999
$
—
$
184,281,999
$
—
$
(184,281,999
)
$
—
Counterparty I
90,562,211
—
90,562,211
—
(90,562,211
)
—
Total
$
274,844,210
$
—
$
274,844,210
$
—
$
(274,844,210
)
$
—
Derivative Liabilities
Counterparty H
$
—
$
—
$
—
$
—
$
189,967,112
$
189,967,112
Total
$
—
$
—
$
—
$
—
$
189,967,112
$
189,967,112
(1) As of December 31, 2023, the amounts of derivative contracts presented in the preceding tables differ from the amounts reported in the statement of financial position as a
result of derivative assets and liability contracts in the amounts of nil and $31,975,102, respectively, which are not subject to enforceable ISDA master netting arrangements.
(2) Amount of financial instruments subject to ISDA master netting agreements, determined by the Company to be legally enforceable in the event of default and if certain other
criteria are met in accordance with applicable offsetting accounting guidance, but were not offset as it is not the Company’s intention to settle on a net basis with its ISDA
counterparties.
(3) Amounts of collateral subject to collateral agreements determined by the Company to be legally enforceable in the event of default, but were not offset as it is not the Company’s
intention to settle on a net basis with its ISDA counterparties. The collateral amounts may exceed the net amounts presented in the statement of financial position. Where this is
the case, collateral pledged/received is limited to the net amounts of financial assets and liabilities with that counterparty. As of December 31, 2023, the Company received
additional collateral of $1,415,790 related to independent amounts and/or valuation differences with the counterparty, not presented in the tables above.
(4) The Company is subject to Uncleared Margin Rules, requiring the Company to post initial margin to individual third-party accounts custodied at a bank separate from the
counterparty with which the instruments are traded. The Company is subject to insolvency risk at the bank where these third-party accounts are custodied. The collateral
posted to the Company's third-party accounts is represented by “Counterparty H”. The Company also received collateral from its counterparties into tri-party accounts at the
same bank. The securities posted to these accounts are only accessible in the event of counterparty default. As of December 31, 2023, the value of securities posted to the tri-
party accounts was $381.1 million, which exceeded the Company’s net exposure to its counterparties.
Pershing Square Holdings, Ltd.
98
9. TRADE AND OTHER RECEIVABLES/PAYABLES
The following is a breakdown of the Company’s trade and other receivables/payables as reflected in the statement of financial
position.
As of December 31
2024
2023
Trade and other receivables
Dividends receivable
$
15,152,991
$
10,047,264
Receivable from PS VII Master, L.P.
10,581,212
—
Interest receivable
1,772,235
5,021,758
Prepayments and other receivables
1,265,661
1,243,199
$
28,772,099
$
16,312,221
As of December 31
2024
2023
Trade and other payables
Performance fees payable
$
225,356,173
$
311,358,114
Settlement of share buybacks
4,409,741
6,126,811
Other payables
2,666,827
2,339,262
Interest payable
37,010
1,191,794
$
232,469,751
$
321,015,981
10. CASH AND CASH EQUIVALENTS
The following is a breakdown of the Company’s cash and cash equivalents as reflected in the statement of financial position.
As of December 31
2024
2023
Cash and cash equivalents
U.S. Treasury money market funds
$
436,520,113
$
1,919,676,742
U.S. Treasury Bills
—
9,243,888
$
436,520,113
$
1,928,920,630
As of December 31, 2024, money market fund investments in Goldman Sachs Financial Square Treasury Instruments Fund and
BlackRock Liquidity Funds Treasury Trust Fund had fair values of $377,786,506 (2023: $756,784,660) and $58,733,607
(2023: $1,162,892,082), respectively.
11. SHARE CAPITAL
Authorized and Issued Capital
The Board has general and unconditional authority to issue an unlimited number of shares (or options, warrants or other
rights in respect of shares). All of the Company’s share classes participate pro-rata in the profits and losses of the Company
based upon the NAV of the share class (before any accrued performance fees) at the time of such allocation. The NAV of each
share class is the proportion of the Company’s NAV attributable to such share class at the relevant valuation date, taking into
account the assets and liabilities of the Company specifically attributable to such class of shares.
The Company had 182,956,010 Public Shares (December 31, 2023: 185,461,146) and the Special Voting Share outstanding as
of December 31, 2024. The Company also held 28,000,740 Public Shares in Treasury (December 31, 2023: 25,495,604) for a
Pershing Square Holdings, Ltd.
99
total of 210,956,750 Public Shares in issue (December 31, 2023: 210,956,750) as of December 31, 2024. The Company had no
Management Shares outstanding as of December 31, 2024 and December 31, 2023.
The Company’s Articles of Incorporation, in accordance with the UK Listing Rules, incorporate pre-emption rights in favor of
existing shareholders on the issue or sale from treasury of new equity securities for cash (or to issue any rights to subscribe
for or convert equity securities into ordinary shares of the Company). At the 2024 AGM, the Company proposed and
shareholders passed a special resolution to approve the disapplication of the pre-emption rights contained in the Articles of
Incorporation so that the Board has the authority to allot and issue (or sell from treasury) up to 18,400,236 Public Shares
(equal to 10% of Public Shares outstanding as at the latest practicable date prior to the date of publication of the 2024 Notice
of the Annual General Meeting). Such disapplication for issuances of 10% or less of outstanding equity is commonly requested
by issuers listed on the LSE. The Company intends to propose the same special resolution at the 2025 Annual General Meeting.
In order to maintain the status of the Company as a foreign private issuer under U.S. securities law and regulations, the
Company has issued a Special Voting Share to PS Holdings Independent Voting Company Limited (“VoteCo”), a Guernsey
limited liability company. 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.
Lock-up
In connection with the Company’s IPO, Mr. Ackman and selected partners of the Investment Manager each entered into a lock-
up arrangement with the Company (the “Lock-Up Deed”) whereby their aggregate Management Shares held at the time of the
IPO are subject to a lock-up of 10 years commencing from October 1, 2014, other than sales of Management Shares (i) required
to pay taxes on income generated by the Company; (ii) required due to regulatory constraints; or (iii) following separation of
employment from the Investment Manager. Management Shares subject to the Lock-Up Deed could from time to time be
transferred to affiliates, provided that the transferee agreed to be subject to the remaining lock-up period. On August 9, 2018,
the Company amended the Lock-Up Deed to clarify that parties to the Lock-Up Deed could sell the specific Management Shares
they held at the time of the IPO, so long as they continued to hold at least as many Management Shares in the aggregate as they
held at the time of the IPO (or, if the Management Shares had been converted to Public Shares, so long as they held at least as
many Public Shares as such Management Shares were converted into). Following the conversion of all Management Shares
into Public Shares on December 31, 2020, 7,950,974 Public Shares were subject to the Lock-Up Deed until it expired on
October 1, 2024.
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. The Special Voting Share and the Management Shares may not
Pershing Square Holdings, Ltd.
100
vote on certain matters specified in the UK Listing Rules.
Specified Matters
The UK Listing Rules permit only holders of Public Shares to vote on certain matters (the “Specified Matters”). Each of the
Specified Matters is set forth in the UK Listing Rules.
Distributions
The Board may at any time declare and pay dividends (or interim dividends) based upon the financial position of the
Company. No dividends shall be paid in excess of the amounts permitted by the Companies (Guernsey) Law, 2008 and without
the prior consent of the Board and the Investment Manager.
The Company’s quarterly dividend is determined by multiplying the average NAV per Public Share of all trading days in
December of the prior year by 0.25%, subject to a cap on the total dividends paid for the year of 125% of the average of the
total dividends paid in each of the previous three years. Once the dividend is set for a specific year, the Company does not
intend to decrease the dividend in future years, even if the NAV per Public Share were to decline. The quarterly dividend per
Public Share for 2023 and 2024 was as follows:
Year
Announcement Date
Quarterly Dividend Amount
2023
January 31, 2023
$0.1307
2024
January 11, 2024
$0.1456
A proportionate quarterly dividend will be paid to the Special Voting Share, based on its net asset value on the ex-dividend
date. Dividends will be paid in USD unless a shareholder elects to be paid in GBP. Shareholders may also elect to reinvest cash
dividends into Public Shares through a DRIP administered by an affiliate of the Company’s registrar. Further information
regarding the dividend, including the anticipated 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 continue to meet the
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, 2024, the Company paid dividends of $107,166,682, a higher amount than it paid in the year
ended December 31, 2023 of $98,781,277 due to an increase in the quarterly dividend for 2024.
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;
Pershing Square Holdings, Ltd.
101
• 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 2024 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.
The Company announced share buyback programs in May and July of 2022 on the LSE and Euronext Amsterdam (the “2022
Share Buyback Programs”) of $100 million or for up to 10 million of the Company’s outstanding Public Shares and $200
million or for up to 20 million of the Company’s outstanding Public Shares, respectively. The Company completed the 2022
Share Buyback Programs on March 31, 2023, repurchasing a total of 9,312,416 shares for $300 million at an average discount
of 33.0% over the course of the programs.
The Company announced a share buyback program in June of 2023 on the LSE and Euronext Amsterdam (the “June 2023
Share Buyback Program”) of $100 million or for up to 5 million of the Company’s outstanding Public Shares. The Company
completed the June 2023 Share Buyback Program on October 6, 2023, repurchasing a total of 2,706,555 shares for $100
million at an average discount of 35.8% over the course of the program.
The Company announced a share buyback program in November of 2023 on the LSE and Euronext Amsterdam (the
“November 2023 Share Buyback Program”) of $250 million or for up to 10 million of the Company’s outstanding Public Shares.
Prior to its expiration on the date of the 2024 AGM, 3,099,543 shares had been repurchased for $136 million at an average
discount of 31.2%, representing 54% of the November 2023 Share Buyback Program.
The Company announced share buyback programs in November and December of 2024 on the LSE and Euronext Amsterdam
(the “2024 Share Buyback Programs”), each of $100 million or for up to 5 million of the Company’s outstanding Public Shares.
As of December 31, 2024, 1,046,358 shares had been repurchased for $51 million at an average discount of 31.9%,
representing 25% of the 2024 Share Buyback Programs.
From the Company’s first buyback program in May 2017 through December 31, 2024, including the Company’s May 2018
tender offer, the Company has repurchased a total of 66,999,111 Public Shares for $1.4 billion at an average discount of 29.3%.
The Company intends to propose that shareholders renew its general share buyback authority at the 2025 Annual General
Meeting to allow the Company to engage in share buybacks for up to a maximum of 14.99% of the Public Shares then
outstanding. If approved by shareholders and depending on market conditions, the Company’s available capital and the
considerations described in “Discount to NAV” on pages 40-41, the Company may decide to utilize the share buyback authority
to make further acquisitions of Public Shares in the market.
Jefferies International Limited is the Company’s buyback agent for its share buyback programs. Beginning on October 24,
2019, all Public Shares repurchased in the share buyback programs are held in Treasury.
The Public Shares, Special Voting Share and Treasury Shares transactions for the years ended December 31, 2024 and
December 31, 2023 were as follows:
Pershing Square Holdings, Ltd.
102
Public Shares
Special Voting Share
Treasury Shares
As of December 31, 2022
190,858,442
1
20,098,308
Share Buybacks
(5,397,296
)
—
5,397,296
As of December 31, 2023
185,461,146
1
25,495,604
Share Buybacks
(2,505,136
)
—
2,505,136
As of December 31, 2024
182,956,010
1
28,000,740
12. INTEREST INCOME AND EXPENSE
The following is a breakdown of the Company’s interest income and expense as reflected in the statement of comprehensive
income.
Interest Income
Year Ended 2024
Year Ended 2023
U.S. Treasury money market funds
$
49,732,982
$
21,938,427
U.S. Treasury Bills
29,162,532
19,328,465
Bilateral collateral balances
6,920,485
331,795
Cash at prime brokers
120,818
49,998
$
85,936,817
$
41,648,685
Interest Expense
Year Ended 2024
Year Ended 2023
Bonds coupon expense
$
72,106,453
$
71,935,256
Amortization of Bonds issue costs incurred as finance costs
2,632,775
2,625,012
Bilateral collateral balances
2,197,258
14,926,735
Amortization of Bonds original issue discount incurred as finance costs
348,715
347,386
Cash or debit balance at prime brokers
7,402
58,288
$
77,292,603
$
89,892,677
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. 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
Pershing Square Holdings, Ltd.
103
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.
Refer to Principal Risks and Uncertainties (which are explicitly incorporated by reference into these Notes to Financial
Statements) for further information regarding principal risks faced by the Company.
Market Risk
Market risk is the risk that the fair value or future cash flows of financial instruments will fluctuate due to changes in market
variables such as interest rates, foreign exchange rates and equity prices.
The Company’s derivatives and investments held as of December 31, 2024 are presented in the Condensed Schedule of
Investments on pages 118-119 (which is explicitly incorporated by reference into these Notes to Financial Statements).
Derivative trading activities are discussed in detail in Note 8.
Interest Rate Risk
Interest rate risk arises from the possibility that changes in interest rates will affect future cash flows or the fair values of
financial instruments. Generally, most financial assets decline in value when interest rates rise and increase in value when
interest rates decline. While nearly every one of the Company’s investments is exposed to the economy to some degree, the
Investment Manager attempts to identify companies for which increases or decreases in interest rates are not particularly
material to the investment thesis. The Company does not generally hedge its interest rate exposure as the Investment Manager
does not believe that, absent the potential for asymmetric profits, hedging interest rate risk is a prudent use of capital. The
Company purchased interest rate swaptions throughout 2023 and 2024 as the Investment Manager continued to identify
opportunities for asymmetric profit in the event of significant changes to interest rates.
The following table illustrates the Company's exposure to U.S. interest rates from its investment in interest rate swaptions as
of December 31, 2023. The analysis calculates the effect of a reasonably possible percentage change to the underlying interest
rates and its effect on the Company's profit or loss with all other variables held constant. The Company did not hold an
investment in interest rate swaptions as of December 31, 2024.
Interest Rate (2023)
Exposure
Change in
Interest Rate (+)
Effect on
Profit/(Loss)
Change in
Interest Rate (-)
Effect on
Profit/(Loss)
U.S. 1 Year Treasury
$
31,685,649
90 bps
$
(31,685,649
)
90 bps
$
46,470,305
U.S. 5 Year Treasury
$
185,648,191
71 bps
$
(182,712,002
)
71 bps
$
185,369,759
Pershing Square Holdings, Ltd.
104
As of December 31, 2024 and December 31, 2023 cash and cash equivalents equaled $436,520,113 and $1,928,920,630,
respectively. The Company did not perform a sensitivity analysis on cash and cash equivalents as it would not have a
significant impact on its net assets.
The Bonds have no interest rate risk as the interest rates are fixed and they are carried at amortized cost.
Currency Risk
The Company invests in financial instruments and enters into transactions that are denominated in currencies other than USD.
Consequently, the Company’s financial assets or liabilities denominated in currencies other than USD are exposed to the risk
that the exchange rate of USD relative to other currencies may change in a manner that has an adverse effect on their fair
value. In addition, portfolio companies with foreign operations are also exposed to currency risk, which may adversely affect
their valuation.
The Company primarily utilizes forward exchange contracts to hedge currency risk, and it may also invest in currency options
if the Investment Manager identifies an investment opportunity with the potential for asymmetric profits. Also refer to the
Condensed Schedule of Investments on pages 118-119 (which is explicitly incorporated by reference into these Notes to
Financial Statements) for additional details of the Company’s financial assets and liabilities.
The following tables show the currencies to which the Company had significant exposure at December 31, 2024 and December
31, 2023 on its financial assets and financial liabilities. The analysis calculates the effect on the Company’s profit and loss due
to a reasonably possible movement of the currency rate against USD with all other variables held constant.
Currency (2024)
Net Foreign
Currency Exposure
Change in
Currency Rate (+)
Effect on
Profit/(Loss)
Change in
Currency Rate (-)
Effect on
Profit/(Loss)
CAD
$
(103,043,519
)
6%
$
(7,537,832
)
6%
$
7,537,832
EUR
$
(667,919,753
)
7%
$
(44,298,841
)
7%
$
44,298,841
Currency (2023)
Net Foreign
Currency Exposure
Change in
Currency Rate (+)
Effect on
Profit/(Loss)
Change in
Currency Rate (-)
Effect on
Profit/(Loss)
CAD
$
88,098,861
6%
$
(3,851,482
)
6%
$
3,851,482
EUR
$
193,331,563
7%
$
13,830,758
7%
$
(13,830,758
)
Equity Price Risk
The Company’s portfolio is highly concentrated, with a significant proportion of its capital in a limited set of investments. A
substantial majority of the Company’s portfolio is typically allocated to 8 to 12 core holdings usually comprised of highly
liquid, listed large cap North American companies. Because the portfolio is highly concentrated and primarily invested in
public equities (or derivative instruments which reference public equities), fluctuations in equity prices are a significant risk
to the portfolio. Refer to the Company Performance on page 2, Investment Manager’s Portfolio Update on pages 14-27 and the
Condensed Schedule of Investments on pages 118-119 (each of which is explicitly incorporated by reference into these Notes
to Financial Statements) for quantitative and qualitative discussion of the Company’s portfolio and additional details regarding
the Company’s financial assets and financial liabilities.
Pershing Square Holdings, Ltd.
105
The following table estimates the effect on the Company’s net assets due to a possible change in equity prices with all other
variables held constant.
Equity Prices
% Change in
Equity Price (+)
Change in Net
Assets
% Change in
Equity Price (-)
Change in Net
Assets
2024
10%
$
1,507,706,607
10%
$
(1,507,706,607
)
2023
10%
$
1,314,132,110
10%
$
(1,300,901,855
)
The following table analyzes the Company’s concentration of equity price risk in the Company’s equity portfolio by
geographical distribution (based on issuer’s place of primary listing or, if not listed, place of domicile).
As of December 31
2024
2023
North America
80
%
74
%
Europe
20
%
26
%
Total
100
%
100
%
The following table analyzes the Company’s concentration of equity price risk in the Company’s equity portfolio by industry
sectors.
As of December 31
2024
2023
Media
20
%
26
%
Restaurant
18
%
26
%
Financial Services
17
%
2
%
Technology
13
%
13
%
Consumer Products
8
%
—
Real Estate Development and Operating
8
%
11
%
Hospitality
8
%
12
%
Transportation
7
%
8
%
Leisure & Hospitality
1
%
—
Retail
—
2
%
Special Purpose Acquisition Rights Company
—
—
Total
100
%
100
%
If the Company holds a short position, it represents obligations of the Company to deliver the specified securities and, thereby,
creates a liability to purchase the security in the open market at prevailing prices. Accordingly, such transactions may result in
additional risk as the amount needed to satisfy the Company’s obligations may exceed the amount recognized in the statement
of financial position.
Liquidity Risk
The Company’s policy and the Investment Manager’s approach to managing liquidity are to ensure, as much as possible, that it
will have sufficient liquidity to meet its liabilities when due, under both normal and stressful market conditions. The Company
invests primarily in liquid, large-capitalization securities which, under normal market conditions, are readily convertible to
cash. Less liquidity is tolerated in situations where the risk/reward trade-off is sufficiently attractive to justify a greater degree
of illiquidity.
The Company’s portfolio investments may be subject to contractual or regulatory restrictions on trading, or “trading windows”
imposed with respect to certain issuers for which the Investment Manager has board representation or is otherwise restricted.
Pershing Square Holdings, Ltd.
106
However, these restrictions were not taken into consideration in the liquidity calculation below as the Investment Manager
has been able to liquidate such securities successfully through block trades or automatic purchase/sale plans. The Investment
Manager believes that the appropriate metric for assessing portfolio liquidity is to calculate how many days it would require to
liquidate a position assuming the Investment Manager were able to capture 20% of the trailing 90-day average trading volume
(the “Liquidation Period”). On a monthly basis, the Liquidation Period is applied to the existing portfolio to assess how long it
will take to divest the Company (and the other PSCM-managed funds) of its portfolio positions.
The following tables summarize the liquidity profile of the Company’s assets and liabilities based on the following
assumptions:
• Financial assets and financial liabilities at fair value through profit or loss are disposed over their Liquidation
Period;
• The receipt/disposition of all other assets and liabilities, including cash and cash equivalents, due to/from brokers,
trade receivables and payables and Bonds is based on their contractual interest payments and maturities; and
• Cash flows are undiscounted.
As of December 31, 2024
Less than
1 Month
1 to 3
Months
3 to 6
Months
6 to 12
Months
Over 1 Year
Total
Assets
Cash and cash equivalents
$
436,520,113
$
—
$
—
$
—
$
—
$
436,520,113
Due from brokers
1,107,529
—
—
—
—
1,107,529
Trade and other receivables
28,772,099
—
—
—
—
28,772,099
Financial assets at fair value through
profit or loss:
Investments in securities
9,254,605,391
2,636,197,318
1,343,418,643
1,327,440,095
552,944,805
15,114,606,252
Derivative financial instruments*
51,380,344
—
—
—
—
51,380,344
Total Assets
$
9,772,385,476
$
2,636,197,318
$
1,343,418,643
$
1,327,440,095
$
552,944,805
$
15,632,386,337
Liabilities
Trade and other payables
$
232,469,751
$
—
$
—
$
—
$
—
$
232,469,751
Bonds
12,900,000
—
19,500,000
39,521,469
2,869,117,937
2,941,039,406
Total Liabilities
$
245,369,751
$
—
$
19,500,000
$
39,521,469
$
2,869,117,937
$
3,173,509,157
Pershing Square Holdings, Ltd.
107
As of December 31, 2023
Less than
1 Month
1 to 3
Months
3 to 6
Months
6 to 12
Months
Over 1 Year
Total
Assets
Cash and cash equivalents
$
1,928,920,630
$
—
$
—
$
—
$
—
$
1,928,920,630
Due from brokers
207,119,255
—
—
—
—
207,119,255
Trade and other receivables
16,312,221
—
—
—
—
16,312,221
Financial assets at fair value through
profit or loss:
Investments in securities
6,956,926,488
1,898,488,337
1,092,513,965
2,161,669,703
591,805,499
12,701,403,992
Derivative financial instruments*
274,844,210
—
—
—
—
274,844,210
Total Assets
$
9,384,122,804
$
1,898,488,337
$
1,092,513,965
$
2,161,669,703
$
591,805,499
$
15,128,600,308
Liabilities
Due to brokers
$
276,260,000
$
—
$
—
$
—
$
—
$
276,260,000
Trade and other payables
321,015,981
—
—
—
—
321,015,981
Bonds
12,900,000
—
19,500,000
39,989,656
2,976,493,969
3,048,883,625
Financial liabilities at fair value
through profit or loss:
Derivative financial instruments*
31,975,102
—
—
—
—
31,975,102
Total Liabilities
$
642,151,083
$
—
$
19,500,000
$
39,989,656
$
2,976,493,969
$
3,678,134,708
* In the case of derivatives that reference equity securities, the derivative terms provide that the counterparty, if directed, may terminate the derivative directly in the
marketplace without requiring any upfront cash payment and such termination would follow the above liquidation time horizons.
Credit Risk
Credit risk is the risk that a counterparty to a financial instrument will fail to discharge an obligation or commitment that is
entered into with the Company, resulting in a financial loss to the Company. It arises principally from derivative financial
assets, cash and cash equivalents, and balances due from brokers.
In order to mitigate credit risk, the Company seeks to trade with only reputable counterparties that the Investment Manager
believes to be creditworthy. On a weekly basis, the Investment Manager reviews the credit rating of its counterparties and
notes any changes. The Company also monitors its counterparty exposure on a daily basis to ensure it is appropriately
collateralized.
Certain of the Company’s positions are subject to the Uncleared Margin Rules, which further mitigate the Company’s
counterparty risk by requiring both the Company and the counterparty to post initial margin to segregated custody accounts.
In the event of a counterparty default, the initial margin posted by the counterparty will become accessible to the Company.
The initial margin posted by the Company and its counterparties is custodied at Bank of New York Mellon in non-cash
collateral and is not considered part of the custodian’s balance sheet.
Please refer to the Condensed Schedule of Investments on pages 118-119 (which is explicitly incorporated by reference into
these Notes to Financial Statements) for additional details regarding the Company’s financial assets and financial liabilities.
The Company maintains its cash and cash equivalents position at major financial institutions. At times, cash balances may
exceed federally insured limits and, as such, the Company has credit risk associated with such financial institutions. The cash
and cash equivalents balances are reflected in the statement of financial position. At December 31, 2024 and December 31,
2023, cash was primarily invested in U.S. Treasury money market funds and/or U.S. Treasury Bills with daily liquidity as
disclosed in Note 10.
The Company’s prime brokers are required to provide custody services for the Company’s securities. The prime brokers are
not permitted under U.S. law to lend out (or “re-hypothecate”) the Company’s securities if these securities are fully paid for
unless the Company enters into a securities lending agreement. If the Company uses margin leverage, the prime brokers may
Pershing Square Holdings, Ltd.
108
lend out the Company’s securities to fund the prime brokers’ business, but are restricted under U.S. law; that is, the prime
brokers may only lend out an amount of the Company’s securities that is less than or equal to 140% of the debit balance that
the prime broker extends to the Company as credit. The Company monitors its accounts to avoid running a debit balance.
Additionally, the Company has processes in place that allow it to quickly move securities from its prime brokers into a
regulated bank entity which is not legally permitted to re-hypothecate client securities.
The Company’s gross maximum exposure to credit risk, which includes the Company’s cash and cash equivalents, due from
brokers and derivative financial assets, was $489,007,986 and $2,410,884,095 as of December 31, 2024 and December 31,
2023, respectively. Gross maximum exposure excludes the effect of collateral received and offsetting permitted under the
Company’s ISDA master netting agreements. The following table breaks down the components of the Company’s gross
maximum exposure to credit risk by analyzing the credit ratings of the underlying custodians and counterparties.
As of December 31
2024
2023
AAA
89
%
80
%
A
11
%
20
%
Total
100
%
100
%
The following is a breakdown of the Company’s due from and due to brokers as stated in the statement of financial position.
As of December 31
2024
2023
Due from brokers
Cash held at prime brokers
$
1,107,529
$
17,152,143
Collateral pledged to third party accounts for derivative contracts
—
189,967,112
$
1,107,529
$
207,119,255
As of December 31
2024
2023
Due to brokers
Collateral received from counterparties for derivative contracts
$
—
$
276,260,000
$
—
$
276,260,000
14. COMMITMENTS AND CONTINGENCIES
As of December 31, 2024 and December 31, 2023, the Company had a commitment relating to the SPARC Committed FPA as
described on page 113 of Note 16. No other commitments or contingencies existed as of December 31, 2024 and December 31,
2023.
15. INVESTMENT MANAGEMENT AGREEMENT — MANAGEMENT FEES, PERFORMANCE FEES AND
TERMINATION
The Investment Manager receives management fees and performance fees, if any, from the Company pursuant to the IMA.
Management Fee
The Investment Manager receives a quarterly management fee payable in advance each quarter in an amount equal to 0.375%
(1.5% per annum) of the net assets (before any accrued performance fee) attributable to fee-paying shares. The fee-paying
shares of the Company are the Public Shares and the Special Voting Share. Management Shares, if any, are not charged a
Pershing Square Holdings, Ltd.
109
management fee. Management fees paid by Public Shares held by PSCM employees, partners and certain of their affiliated
entities are refunded to such shareholders by the Investment Manager.
For the years ended December 31, 2024 and December 31, 2023, the Investment Manager earned management fees from the
Company of $188,818,228 and $155,469,061, respectively.
Performance Fee
On February 7, 2024, the Board approved amendments to the IMA’s performance fee provisions. Prior to the amendment, the
Company was entitled to receive a fee reduction of 20% of the performance fees earned by the Investment Manager from non-
PSH funds, which invest in public securities. However, the Company would not benefit from the potential fee reduction until
the Investment Manager had first recovered $120 million of costs it incurred in connection with the Company’s IPO in 2014.
The amendment eliminated the Investment Manager’s right to receive the outstanding unrecovered IPO costs (which had been
reduced to $36 million as of December 31, 2023), and expanded the fee reduction to also include 20% of management fees
earned from any non-PSH Pershing Square funds that invest in public securities and do not charge performance fees. As of
December 31, 2024, there is no non-PSH fund that generates management fees and does not charge a performance fee.
Generally, the Investment Manager receives performance fees annually and upon payment of dividends in an amount equal to
16% of the NAV appreciation attributable to the fee-paying shares of the Company above a high water mark (the “16%
performance fee”) and before giving effect to the accrued performance fees minus the Additional Reduction (defined below).
The 16% performance fees paid in connection with dividends are prorated to reflect the ratio of the dividend to the Company’s
net asset value at the time the dividend is paid. The Company’s payment of a dividend will reduce the high water mark by the
percentage of net asset value the dividend represents. These performance fees are defined as the “Variable Performance Fee”
in the IMA. No Variable Performance Fee can be higher than the 16% performance fee, but it may, as a result of the Additional
Reduction, be lower (although it can never be a negative amount).
The “Additional Reduction” is an amount equal to the lesser of the 16% performance fee and the Potential Reduction Amount
(defined below).
The “Potential Reduction Amount” is equal to (i) 20% of the aggregate performance fees and allocations earned by the
Investment Manager and its affiliates in respect of the same calculation period on the gains of current and certain future funds
managed by the Investment Manager or any of its affiliates (collectively, the “Other Funds”) plus (ii) solely with respect to such
Other Funds that as part of their terms (and not due to performance) do not have performance fees or performance
allocations, 20% of the dollar value of the management fees that the Investment Manager and its affiliates have earned on the
assets of such Other Funds in respect of that period plus (iii) if the Potential Reduction Amount for the previous calculation
period exceeded the 16% performance fee, the excess amount (which is in effect carried forward).
For the year ended December 31, 2024, the Investment Manager earned performance fees of $1,244,457 (December 31, 2023:
$758,352) in connection with the payments of the quarterly dividends and an annual performance fee of $225,343,728
(December 31, 2023: $311,350,530) from the Company. For the year ended December 31, 2024, the Company’s crystallized
performance fees were reduced by a Potential Reduction Amount of $4,568,501 (December 31, 2023: nil) as a result of
performance fees and allocation earned/accrued on current non-PSH funds. Since the 16% performance fee exceeded the
Potential Reduction Amount in 2024, no amount is carried forward to future periods.
Performance fees paid by Public Shares held by employees, partners and certain of their affiliated entities are refunded to such
shareholders by the Investment Manager.
Pershing Square Holdings, Ltd.
110
Termination
The IMA automatically renews annually, except that it may be terminated (a) as of December 31st of any year upon four
months’ prior written notice by either party, subject, in the case of termination by the Company, to approval by a 66 2⁄3%
vote (by voting power) of the holders of the then outstanding voting shares of the Company, together with a 66 2⁄3% vote (by
voting power) of the holders of the then outstanding Public Shares; and (b) in case of dissolution or liquidation of either party
or if a receiver or provisional liquidator or administrator or similar officer is appointed over any of the assets of such party or
if either party commits a material breach of its obligations under the IMA and such breach remains uncured for more than 30
calendar days after the notice thereof delivered to the party in breach by the other party in accordance with the IMA.
The termination of the IMA at any time will be a crystallization event, which will result in the Variable Performance Fee
described above being payable.
16. RELATED PARTY DISCLOSURES
PSH Ownership
During the year ended December 31, 2024, Nicholas Botta transferred 0.1 million Public Shares to an entity that he controls.
The transfer did not result in a change of beneficial ownership or voting control of Public Shares.
During the year ended December 31, 2023, William A. Ackman and entities that he, or a person closely associated with him,
controls transferred a total of 1.7 million Public Shares to other entities that he, or such person closely associated with him,
also controls, and Nicholas Botta and an entity that he controls transferred 0.2 million Public Shares to other entities that he
also controls. The transfers did not result in a change of beneficial ownership or voting control of Public Shares.
As of December 31, 2024 and December 31, 2023, William A. Ackman, Nicholas Botta, Halit Coussin, other PSCM affiliates and
their respective affiliated entities had total net economic share ownership of approximately 27% of the Company.
Director’s Fees
For the year ended December 31, 2024, the Company’s independent Directors’ fees in relation to their services for the
Company were $598,102 of which none were payable as of December 31, 2024. For the year ended December 31, 2023, the
Company’s independent Directors’ fees in relation to their services for the Company were $592,753 of which none were
payable as of December 31, 2023.
Management and Performance Fees
The relationship between the Company and the Investment Manager and the fees earned are disclosed in Note 15.
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.
Pershing Square Holdings, Ltd.
111
As of December 31, 2024, the Pershing Square Funds beneficially owned greater than 10% of the outstanding common equity
securities of Howard Hughes Holdings Inc. (“HHH”), Seaport Entertainment Group Inc. (“SEG”) and SPARC. As of December 31,
2023, the Pershing Square Funds beneficially owned greater than 10% of the outstanding common equity securities of UMG,
HHH and SPARC. William A. Ackman is a non-executive director of UMG and was chairman of the board of HHH until his
retirement at HHH’s annual general meeting on May 23, 2024. On the same date, Ben Hakim, President of PSCM, was elected as
a non-executive director of HHH. On July 31, 2024, Anthony Massaro, member of the investment team at PSCM, joined the
board of SEG as a non-executive director.
Associates
As of December 31, 2024, HHH and SEG were deemed to be associates of the Company under IFRS 12 due to the significant
ownership of HHH and SEG by the Company.
As of December 31, 2024
HHH
SEG
Nature of the relationship with the Company
Portfolio Company
Portfolio Company
Principal place of business
United States
United States
Beneficial ownership
33.0%
34.6%
Fair value of the investment
$
1,270,627,481
$
123,036,207
As of December 31, 2023, HHH was deemed to be an associate of the Company under IFRS 12 due to the significant ownership
of HHH by the Company.
As of December 31, 2023
HHH
Nature of the relationship with the Company
Portfolio Company
Principal place of business
United States
Beneficial ownership
33.0%
Fair value of the investment
$
1,413,184,880
Seaport Entertainment Group Inc.
On July 31, 2024, HHH separated into two independent publicly-traded companies by distributing one share of SEG common
stock at no charge to HHH stockholders for every nine shares of HHH held by such stockholder. The Company received
1,835,424 shares of SEG common stock as part of this distribution.
HHH and SEG also announced that subsequent to the distribution of SEG common stock, SEG would conduct a rights offering
by distributing subscription rights to SEG shareholders to purchase on a pro-rata basis up to 7,000,000 of SEG common stock
at a price of $25.00 per share (the “Rights Offering”). Rights holders who fully exercised their subscription rights could also
subscribe on a pro-rata basis for additional shares of SEG common stock that remained unsubscribed in the Rights Offering as
a result of unexercised subscription rights (“Over-Subscription Right”).
In connection with the Rights Offering, the Pershing Square Funds entered into a standby purchase agreement (the “Standby
Purchase Agreement”) with SEG on July 18, 2024, pursuant to which the Pershing Square Funds agreed, severally and not
jointly, to (i) exercise their pro-rata subscription rights with respect to the Rights Offering and (ii) to purchase any and all
shares not purchased in the Rights Offering at the Rights Offering price up to $175 million in the aggregate.
SEG commenced the Rights Offering on September 23, 2024. The Pershing Square Funds exercised their full basic subscription
rights and their Over-Subscription Right, which resulted in the Pershing Square Funds receiving a total of 2,929,107 shares of
Pershing Square Holdings, Ltd.
112
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.
Pershing Square SPARC Holdings, Ltd.
SPARC is a Delaware corporation formed for the purpose of effecting a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination with one or more businesses. SPARC’s Form S-1 was declared
effective by the SEC on September 29, 2023.
SPARC distributed, at no cost, subscription warrants (“SPARs”) to purchase SPARC Public Shares (defined below) at a future
date to holders of Pershing Square Tontine Holdings, Ltd. (“PSTH”) Class A Common Stock (ticker: PSTH) or PSTH warrants
(ticker: PSTH.WS) as of the close of business on July 25, 2022 (the last date on which such instruments could have been
redeemed or cancelled): one SPAR for every four shares of PSTH common stock and one SPAR for every two PSTH warrants.
After SPARC has entered into a definitive agreement for its business combination and distributed to SPAR holders a
prospectus, included in an effective registration statement that describes the proposed business combination, SPAR holders
may elect to exercise their SPARs. SPARC intends that, at the time during which a holder may elect to exercise, the SPARs will
be quoted on the OTCQX marketplace of the OTC Markets Group or other quotation service. The shares issuable upon the
exercise of the SPARs (the “SPARC Public Shares”) will be issued concurrently with the closing of SPARC’s business
combination. The SPARC Prospectus is available on the SEC’s website.
Pershing Square SPARC Sponsor, LLC
SPARC Sponsor, a Delaware limited liability company, is the sponsor entity of SPARC. The Pershing Square Funds wholly own
SPARC Sponsor as non-managing members and are its only source of funding. The business and affairs of SPARC Sponsor are
managed exclusively by its non-member manager, PSCM.
From November 9, 2021 through April 18, 2023, the Pershing Square Funds made capital contributions of $4,225,330 to
SPARC Sponsor to fund its acquisition of 422,533 shares of SPARC common stock (“SPARC Sponsor Shares”) to pay various
organizational and legal costs of SPARC, of which the Company paid $3,692,730.
For the year ended December 31, 2024, the Pershing Square Funds made capital contributions of $7,015 (December 31, 2023:
$6,792) to SPARC Sponsor to pay for its expenses, of which the Company paid $6,165 (December 31, 2023: $5,957).
The SPARC Sponsor Shares, following the consummation of SPARC’s business combination, will become SPARC Public Shares.
If necessary, SPARC will carry out a reverse stock split of the SPARC Sponsor Shares at a ratio such that the effective purchase
price per SPARC Sponsor Share equals the exercise price at which SPAR holders will purchase SPARC Public Shares (the “Final
Exercise Price”).
On July 28, 2023, the Pershing Square Funds made capital contributions of $35,892,480 to SPARC Sponsor to fund its
acquisition of warrants from SPARC (the “SPARC Sponsor Warrants”) in a private placement, of which the Company paid
$31,555,612.
Pursuant to the SPARC Sponsor Warrants agreement filed as an exhibit to the SPARC Prospectus, the SPARC Sponsor Warrants
will be exercisable, in the aggregate, for up to 4.95% of the SPARC Public Shares that are outstanding as of the time
immediately following the consummation of the business combination, on a fully diluted basis, and at an exercise price equal
to 120% of the Final Exercise Price. The SPARC Sponsor Warrants will have a term of 10 years from SPARC’s business
combination and will generally not be salable, transferable or exercisable until three years into their term.
Pershing Square Holdings, Ltd.
113
As of December 31, 2024 and December 31, 2023, the Company had an economic ownership of 88% of SPARC Sponsor. Refer
to Note 7 for the fair market value associated with the Company’s investment in SPARC Sponsor as of December 31, 2024 and
December 31, 2023.
SPARC Forward Purchase Agreement
The Pershing Square Funds entered into a forward purchase agreement (the “SPARC Committed FPA”) with SPARC on
September 29, 2023. Pursuant to the SPARC Committed FPA filed as an exhibit to the SPARC Prospectus, the Pershing Square
Funds agreed to purchase at least $250 million of SPARC Public Shares if the Final Exercise Price is $10.00 per share, and a
proportionally higher amount at a higher Final Exercise Price, up to a maximum of $1 billion at a Final Exercise Price of $40.00
or more (the “SPARC Forward Purchase Shares”). The SPARC Committed FPA may not be transferred to any other parties.
Each Pershing Square Fund’s obligation to purchase SPARC Forward Purchase Shares will be determined by multiplying the
aggregate amount of SPARC Forward Purchase Shares by a fraction, (x) the numerator of which is the gross assets under
management of such Pershing Square Fund as of the last day of the month prior to such date of determination, and (y) the
denominator of which is the gross assets under management of the Pershing Square Funds in the aggregate as of the last day
of the month prior to such date of determination, adjusted in each case for future capital activity, including but not limited to
anticipated redemptions, as deemed necessary.
The purchase of the SPARC Forward Purchase Shares will take place in one or more private placements. The closing of any
such private placement will occur simultaneously with the closing of SPARC’s business combination. The SPARC Public Shares
purchased pursuant to the SPARC Committed FPA will be subject to certain transfer restrictions and will have registration
rights.
Refer to Note 7 for the fair market value associated with the Company’s investment in the SPARC Committed FPA as of
December 31, 2024 and December 31, 2023.
Rebalancing Transactions
The Investment Manager may seek to effect rebalancing transactions from time to time pursuant to policies that are intended
to result in the Company and the other Pershing Square Funds managed by the Investment Manager generally holding
investment positions on a proportionate basis relating to their respective adjusted net asset values, which are equal to each of
the entities’ net asset values plus any accrued (but not crystallized) performance fees and the amount of any outstanding long-
term debt, including the current portion thereof (which in the case of the Company, includes the gross proceeds from the
Outstanding Bonds as further discussed in Note 18). Rebalancing transactions involve either the Company purchasing or
selling securities or other financial instruments held by/to one or more Pershing Square Funds.
Rebalancing transactions are subject to a number of considerations including, but not limited to, cash balances and liquidity
needs, tax, regulatory, risk and other considerations, which may preclude these transactions from occurring or limit their
scope at the time of the transactions. The Investment Manager effects rebalancing transactions based on independent market
prices, and consistent with the valuation procedures established by the Investment Manager. Neither the Investment Manager
nor any of the Pershing Square Funds receive any compensation in connection with rebalancing transactions. In addition,
rebalancing transactions are generally effected without brokerage commissions being charged. To the extent that rebalancing
transactions may be viewed as principal transactions due to the ownership interests in the Pershing Square Funds by the
Investment Manager and its personnel, the Investment Manager will either not effect such transactions or comply with the
requirements of Section 206(3) of the U.S. Investment Advisers Act of 1940, as amended, including that the Investment
Pershing Square Holdings, Ltd.
114
Manager will notify the relevant entity (or an independent representative of that entity) in writing of the transaction and
obtain the consent of that entity (or an independent representative of that entity), and any other applicable law or regulation.
During the year ended December 31, 2024, the Investment Manager effected one rebalancing transaction between the
Company and PSINTL with a fair value of $38,099,020. There were no rebalancing transactions for the year ended December
31, 2023.
PS VII Master, L.P.
PS VII Master, an affiliated investment fund that commenced operations on August 9, 2021, operated as a co-investment
vehicle invested primarily in securities of UMG. The Company maintained an investment in PS VII Master from its inception
until the Cessation Date. The General Partner of PS VII Master decided to wind up the fund and distribute each limited
partner’s pro-rata share of UMG stock and cash, subject to a 1% holdback. As of the Cessation Date, the Company’s economic
ownership in PS VII Master was 28%, and it was distributed 10,624,789 shares of UMG with a market value of $272,060,600
and cash of $10,581,212. As a result of this distribution in-kind, the Company realized a gain of $73,926,838 and
simultaneously reversed an unrealized gain of $93,126,938 from its investment in PS VII Master, with both items reflected in
the statement of comprehensive income. The Company was not charged a management fee or performance fee in relation to its
investment in PS VII Master.
As of December 31, 2023, the Company had a capital balance of $301,841,912 in PS VII Master, representing an economic
ownership of 28%.
17. EARNINGS PER SHARE
Basic and diluted earnings per share (“EPS”) is calculated by dividing the profit/(loss) for the year attributable to the Public
Shares and the Special Voting Share over the weighted average number of Public Shares and the Special Voting Share
outstanding, respectively. In accordance with IFRS, the weighted average shares outstanding for the Public Shares and the
Special Voting Share were 184,022,638 and 1, respectively for the year ended December 31, 2024, and 188,818,790 and 1,
respectively for the year ended December 31, 2023. Accretion from share buybacks is not included in the calculation of EPS.
The Company’s share buybacks provided accretion to the Public Shares of $0.28 and $0.57 per share during the years ended
December 31, 2024 and December 31, 2023, respectively.
18. BONDS
The Company has the following Senior Notes issued and outstanding, which are listed on Euronext Dublin with a symbol of
PSHNA.
Bond
Date of
Issuance
Bond Face
Price of Bonds
at Issuance
(of Par)
Fixed Rate
Coupon
(per annum)
Coupon
Payment
Maturity Date
2027 Bonds
October 1, 2021
€
500,000,000
99.869%
1.375%
Annual
October 1, 2027
2030 Bonds
November 2, 2020
$
500,000,000
100%
3.250%
Semi-Annual
November 15, 2030
2031 Bonds
October 1, 2021
$
700,000,000
99.670%
3.250%
Semi-Annual
October 1, 2031
2032 Bonds
August 26, 2020
$
200,000,000
100%
3.000%
Semi-Annual
July 15, 2032
2039 Bonds
July 25, 2019
$
400,000,000
100%
4.950%
Semi-Annual
July 15, 2039
Pershing Square Holdings, Ltd.
115
The Company used the net proceeds of the offerings for general corporate purposes, including to make investments or hold
assets in accordance with the Company’s Investment Policy. In the case of the 2027 and 2031 Bonds, a portion of the proceeds
was used to fund a tender offer for bonds maturing on July 15, 2022, which were fully redeemed and retired in June 2022.
The Outstanding Bonds rank equally in right of payment with each other and contain substantially the same covenants. Each of
the Outstanding Bonds is callable at par plus a customary make whole premium until a certain date (the “Par Call Date”) and
thereafter becomes callable at 100% of Par. The Par Call Date for each of these Outstanding Bonds is as follows:
Bond
Par Call Date
2027 Bonds
August 1, 2027
2030 Bonds
August 15, 2030
2031 Bonds
July 1, 2031
2032 Bonds
July 15, 2030
2039 Bonds
July 15, 2034
If a key man event (Mr Ackman’s death, permanent disability or withdrawal as managing member of the general partner to the
Investment Manager) occurs, the specified debt to capital ratio in the Bonds’ debt covenants is reduced from 1.0 to 3.0 to 1.0 to
4.0. If, at the time of the key man event, the Company’s debt to capital ratio is above 1.0 to 4.0, the Company will be required to
either reduce its debt or issue additional equity within 180 days. In the event the Company elects to reduce its debt, the Bonds
become callable at 101% of par plus accrued interest in the amount necessary to achieve the required debt to capital ratio and
the Company may select which Bonds to redeem.
The fair value of the Bonds as of December 31, 2024 and December 31, 2023 is summarized in the table below:
As of December 31
2024
2023
2027 Bonds
$
486,393,726
$
490,393,909
2030 Bonds
432,975,000
409,310,000
2031 Bonds
579,719,000
555,128,000
2032 Bonds
150,078,000
146,832,000
2039 Bonds
330,424,000
322,436,000
Total Fair Value
$
1,979,589,726
$
1,924,099,909
In accordance with IFRS 9, the Bonds’ carrying value on the statement of financial position as of December 31, 2024 and
December 31, 2023, is $2,320,801,301 and $2,351,915,264, respectively. The carrying value includes the original issue
discount and capitalized transaction costs, which are amortized over the life of the Bonds using the effective interest method.
Pershing Square Holdings, Ltd.
116
2024
At December 31, 2023
$
2,351,915,264
Unrealized currency (gain)/loss on translation
(33,706,191
)
Finance costs
75,087,943
Bonds coupon payments
(72,495,715
)
At December 31, 2024
$
2,320,801,301
Finance costs for the year:
Bonds coupon expense
$
72,106,453
Amortization of Bonds issue costs incurred as finance costs
2,632,775
Amortization of Bonds original issue discount incurred as finance costs
348,715
$
75,087,943
2023
At December 31, 2022
$
2,332,567,827
Unrealized currency (gain)/loss on translation
16,482,623
Finance costs
74,907,654
Bonds coupon payments
(72,042,840
)
At December 31, 2023
$
2,351,915,264
Finance costs for the year:
Bonds coupon expense
$
71,935,256
Amortization of Bonds issue costs incurred as finance costs
2,625,012
Amortization of Bonds original issue discount incurred as finance costs
347,386
$
74,907,654
19. DEFERRED TAX EXPENSE
As a foreign corporation holding a beneficial ownership in a U.S. real property interest, the Company will be subject to the
Foreign Investment in Real Property Tax Act of 1980 (“FIRPTA”) income tax withholding upon disposition of such investment.
Foreign corporations purchasing U.S. real property interests are required to pay the U.S. corporate tax rate (currently 21%) on
the gains realized upon disposition. The Company’s investments in HHH and SEG are classified as U.S. real property interests.
To accrue for this potential withholding, the Company assesses an expense equal to 21% of the unrealized gains on the stock of
HHH and SEG. In 2024, the stock price of HHH declined, leading to an unrealized loss for the Company that surpassed the
unrealized gain recognized in SEG. Consequently, the deferred tax expense had a positive impact on the statement of
comprehensive income totaling $16,941,739. The Company had a deferred tax expense of $32,609,005 for the year ended
December 31, 2023 on the statement of comprehensive income. As of December 31, 2024, the deferred tax expense payable on
the statement of financial position was $67,885,195 (December 31, 2023: $84,826,934).
20. EVENTS AFTER THE REPORTING PERIOD
The Investment Manager has evaluated the need for disclosures and/or adjustments resulting from subsequent events during
the period between the end of the reporting period and the date of authorization of the Financial Statements. This evaluation
together with the Directors’ review thereof did not result in any additional subsequent events that necessitated disclosures
and/or adjustments, except as follows.
Pershing Square Holdings, Ltd.
117
Non-Adjusting Subsequent Events
On January 20, 2025, the Company announced that it will pay a quarterly dividend of $0.1646 per Public Share for the calendar
year 2025. A proportionate quarterly dividend will be paid to the Special Voting Share, based on its net asset value.
The Company submitted a request to delist from Euronext Amsterdam on December 4, 2024 and the Public Shares were
delisted from the exchange on January 31, 2025.
Adjusting Subsequent Events
The Company did not have any subsequent events after the reporting period requiring adjustments to the Financial
Statements.
Pershing Square Holdings, Ltd.
118
Supplemental U.S. GAAP Disclosures
(Stated in United States Dollars)
CONDENSED SCHEDULE OF INVESTMENTS
Description/Name
Shares
Fair Value
Percentage of
Net Assets
Investments in Securities
Equity Securities
Common Stock
Canada:
Financial Services:
Brookfield Corporation
31,274,179
$
1,796,701,584
13.81
%
Restaurant:
Restaurant Brands International Inc.
20,710,238
1,349,893,313
10.37
Restaurant Brands International Limited Partnership
140,873
9,137,708
0.07
Transportation:
Canadian Pacific Kansas City Limited
13,267,340
960,157,396
7.38
Total Canada (cost $3,081,682,432)
4,115,890,001
31.63
Europe:
Media:
Universal Music Group N.V.
117,450,307
3,007,457,461
23.11
Total Europe (cost $2,619,731,124)
3,007,457,461
23.11
United States:
Consumer Products:
Nike, Inc.
16,953,888
1,282,900,705
9.86
Financial Services
611,625,030
4.70
Hospitality:
Hilton Worldwide Holdings Inc.
4,847,110
1,198,011,708
9.21
Leisure & Hospitality
123,036,207
0.95
Real Estate Development and Operating:
Howard Hughes Holdings Inc.
16,518,818
1,270,627,481
9.77
Restaurant:
Chipotle Mexican Grill, Inc.
21,996,590
1,326,394,376
10.19
Technology:
Alphabet Inc. - Class A
2,798,051
529,671,054
4.07
Alphabet Inc. - Class C
7,547,582
1,437,361,516
11.05
Transportation
41,716,900
0.32
Total United States (cost $4,296,615,446)
7,821,344,977
60.12
Total Common Stock (cost $9,998,029,002)
14,944,692,439
114.86
Preferred Stock
United States:
Financial Services (cost $40,813,065)
132,373,682
1.02
Total Equity Securities (cost $10,038,842,067)
$
15,077,066,121
115.88
%
Pershing Square Holdings, Ltd.
119
CONDENSED SCHEDULE OF INVESTMENTS (CONTINUED)
Description/Name
Shares
Fair Value
Percentage of
Net Assets
Investment in Affiliated Entity
United States:
Special Purpose Acquisition Rights Company:
Pershing Square SPARC Sponsor, LLC
$
37,540,131
0.29
%
Total Investment in Affiliated Entity (cost $35,265,490)
37,540,131
0.29
Total Investments in Securities (cost $10,074,107,557)
15,114,606,252
116.17
Derivative Assets
Currency Forwards
Currencies
51,380,344
0.39
Forward Purchase Agreement
SPARC Committed FPA
—
—
Total Derivative Assets
$
51,380,344
0.39
%
 
Pershing Square Holdings, Ltd.
120
FINANCIAL HIGHLIGHTS
For the year ended 2024
Public Shares
Per share operating performance
Beginning net asset value at January 1, 2024
$
65.04
Net gain/(loss) on currency translation of the Bonds
0.18
Change in net assets resulting from financing:
Share buyback accretion
0.28
Dividends paid
(0.58
)
Change in net assets resulting from operations:
Net investment loss
(0.39
)
Net gain/(loss) from investments and derivatives
(1)
7.81
Performance fees
(1.23
)
Net change in net assets resulting from operations
6.19
Ending net asset value at December 31, 2024
$
71.11
Total return prior to performance fees
12.13
%
Performance fees
(1.89
)
Total return after performance fees
10.24
%
Ratios to average net assets
Expenses before performance fees
(2.22
)%
Performance fees
(1.80
)
Expenses after performance fees
(4.02
)%
Net investment income/(loss)
(2)
(2.37
)%
(1) Net gain from investments and derivatives includes deferred tax expense. See Note 19 for further details.
(2) Net investment income/(loss) ratio includes dividend income, interest income, performance fees (if any), management fees, interest expense, professional fees, other expenses
and withholding tax (dividends) as shown on the statement of comprehensive income.
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121
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. The gross method excludes cash and cash
equivalents held in the Company’s base currency as per Article 7. The commitment method includes cash and cash
equivalents and employs netting and hedging arrangements as per Article 8. As of December 31, 2024, the total amount of
leverage employed by the Company as per the gross method and the commitment method was $17,271,209,629 and
$17,707,729,741, respectively.
The Company generally does not expect to use margin financing. In the past, securities purchased by the Company pursuant
to prime brokerage services agreements typically, but not always, have been fully paid for. Although it is anticipated that
securities purchased in the future typically will be fully paid for, this may not be the case in all circumstances.
In addition, the Company, from time to time, enters into total return swaps, options, forward contracts and other derivatives,
some of which have inherent recourse leverage. The Company generally uses such derivatives to take advantage of
investment opportunities or manage regulatory, tax, legal or other issues and not in order to obtain leverage. However,
depending on the investment strategies employed by the Company and specific market opportunities, the Company may use
such derivatives for leverage.
(b) There have been no material changes to the right of the re-use of collateral or any guarantee granted under any
leveraging arrangement.
From time to time, the Company may permit third-party banks, broker-dealers, financial institutions and/or derivatives
counterparties (“Third Parties”), to whom assets have been pledged (in order to secure such Third Party’s credit exposure to
the Company), to use, reuse, lend, borrow, hypothecate or re-hypothecate such assets. Typically, with respect to derivatives,
the Company pledges to Third Parties cash, U.S. Treasury securities and/or other liquid securities (“Collateral”) as initial
margin and as variation margin. Collateral may be transferred to the Third Party and/or to an unaffiliated custodian for the
benefit of the Third Party. In the case where Collateral is transferred to the Third Party, the Third Party pursuant to these
derivatives arrangements will be permitted to use, reuse, lend, borrow, hypothecate or re-hypothecate such Collateral. The
Third Parties will have no obligation to retain an equivalent amount of similar property in their possession and control, until
such time as the Company’s obligations to the Third Party are satisfied.
The Company has no right to this Collateral, but has the right to receive fungible, equivalent Collateral upon the Company’s
satisfaction of the Company’s obligation under the derivatives. Collateral held as securities by an unaffiliated custodian may
not be used, reused, lent, borrowed, hypothecated or re-hypothecated. From time to time, the Company may offer
Pershing Square Holdings, Ltd.
122
guarantees to Third Parties with respect to derivatives, prime brokerage and other arrangements. These guarantees are not
provided by the Company as a guarantee of the payment and performance by other funds managed by the Investment
Manager to such Third Parties. Rather, the guarantees are typically to guarantee the payment and performance by entities
that are direct or indirect subsidiaries of the Company. Such entities are typically set up to manage regulatory, tax, legal or
other issues. To the extent that a subsidiary is not 100% owned by the Company, the Company will typically only guarantee
such subsidiary for the benefit of Third Parties to the extent of the Company’s ownership interest in the subsidiary.
4. With respect to the liquidity management procedures of the Company, the Company is a closed-ended investment fund, the
Public Shares of which are admitted to trading on the LSE. As such, Public Shares have no redemption rights and
shareholders’ only source of liquidity is their ability to trade Public Shares on the LSE.
5. The Bonds are subject to the following transfer restrictions:
(a) Each holder of the Bonds is required to be either (a) a qualified institutional buyer (“QIB”) as defined in Rule 144A
under the U.S. Securities Act of 1933, as amended (the “Securities Act”) who is also a qualified purchaser (“QP”) as
defined in Section 2(a)(51) of the U.S. Investment Company Act of 1940 or (b) a non-U.S. person, provided that, in
each case, such holder can make the representations set forth in the Listing Particulars, dated June 24, 2015,
(b) The Bonds can only be transferred to a person that is a QIB/QP in a transaction that is exempt from the registration
requirements of the Securities Act pursuant to Rule 144A or to a non-U.S. person in an offshore transaction that is
not subject to the registration requirements of the Securities Act pursuant to Regulation S, or to the Company, and
(c) The Company has the right to force any holder who is not a QIB/QP or a non-U.S. person to sell its Bonds.
6. Remuneration
For the Year Ended 2024
Fixed
Remuneration
(1)
Variable
Remuneration
(1)
Total
Number of
Beneficiaries
Total remuneration of entire PSCM staff
(2)
$
13,987,825
$
274,198,432
$
288,186,257
44
Remuneration of PSCM staff who are fully or partly
involved in the activities of the Company
(3)
$
11,498,501
$
273,268,432
$
284,766,933
29
Proportion of remuneration of PSCM staff who are
involved in the activities of the Company as a
percentage of the total PSCM staff remuneration
82.20
%
99.66
%
98.81
%
29 out of 44
Remuneration of senior management and PSCM staff
whose actions have a material impact on the risk
profile of the Company
$
6,884,550
$
258,819,316
$
265,703,866
13
(1) Fixed remuneration reflects salaries and guaranteed remuneration earned in 2024 by PSCM staff. All other remuneration earned in 2024 is considered to be variable
remuneration.
(2) Total remuneration reflects salaries, bonuses and performance fees/allocations earned by PSCM staff in 2024 for services provided to PSCM, the Company and/or other funds
managed by PSCM.
(3) Remuneration earned in 2024 by any staff member involved in the activities of the Company for services provided by such staff member to PSCM, the Company and/or other
funds managed by PSCM.
Pershing Square Holdings, Ltd.
123
Affirmation of the Commodity Pool Operator
To the best of the knowledge and belief of the undersigned, the information contained in the audited Financial Statements of
Pershing Square Holdings, Ltd. for the year ended December 31, 2024 is accurate and complete.
/s/ Michael Gonnella
Michael Gonnella
By: Michael Gonnella
Chief Financial Officer
Pershing Square Capital Management, L.P.
Commodity Pool Operator
Pershing Square Holdings, Ltd.
Commodity Pool
 
Pershing Square Holdings, Ltd.
124
Endnotes and Disclaimers
ENDNOTES TO CHAIRMAN’S STATEMENT
i. The Company’s NAV appreciation is calculated with respect to the Public Shares only and is as of December 31,
2024. Performance results are presented on a net-of-fees basis. Net returns include the reinvestment of all
dividends, interest, and capital gains from underlying portfolio companies and assume an investor has participated
in any “new issues” as such term is defined under Rules 5130 and 5131 of FINRA. Net returns also reflect the
deduction of, among other things, management fees, brokerage commissions, administrative expenses and
performance fees (if any). The Company has periodically engaged in share repurchases whereby its buyback agent
has repurchased Public Shares subject to certain limitations. Any positive impact on the Company’s performance
due to these share buybacks is reflected in the returns herein. Performance is based on the dollar return for the
specific period, including any and all dividends paid by the Company, calculated from the beginning of such period
to the end of such period. Past performance is not a guarantee of future results.
ii. The Company’s share price performance is calculated based on the Company’s Public Shares traded on Euronext
Amsterdam and includes dividend reinvestment. Over the same periods, the share price performance, including
dividend reinvestment, of Public Shares listed on the LSE in Sterling increased by 22.7% and 23.4%, respectively.
The share price performance, including dividend reinvestment, of Public Shares listed in USD increased by 22.2%
over the same five-year period. Seven-year performance is not available as the Public Shares in USD were not listed
on the LSE until May 29, 2018.
iii. The S&P 500 Total Return Index (“index”) has been selected for purposes of comparing the performance of an
investment in the Company with a well-known, broad-based equity benchmark. The statistical data regarding this
index has been obtained from Bloomberg and the returns are calculated assuming all dividends are reinvested. 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. © 2025 S&P Dow Jones Indices LLC, its
affiliates and/or its licensors. All rights reserved.
iv. The Company’s year to date share price performance is calculated based on the Company’s Public Shares listed 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 decreased by 2.2%.
v. The Company’s 2024 share price performance is calculated based on the Company’s Public Shares listed 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 9.9% and the share price performance,
including dividend reinvestment, of Public Shares traded on Euronext Amsterdam increased by 3.9%.
vi. Discount to NAV is calculated based on the Company’s Public Shares listed on the LSE in USD. Over the same
period, the discount to NAV of Public Shares listed on the LSE in Sterling widened from 29.8% to 31.5% and the
discount for Public Shares traded on Euronext Amsterdam widened from 28.7% to 33.0%.
Pershing Square Holdings, Ltd.
125
vii. The Company’s total debt to capital ratio is calculated in accordance with the “Total Indebtedness to Total Capital
Ratio” under the PSH Bonds’ Indentures. Under the Indentures, the Company’s “Total Capital” reflects the sum of its
NAV and its “Total Indebtedness”. Total Indebtedness reflects the total “Indebtedness” of the Company and any
consolidated subsidiaries (excluding any margin debt that does not exceed 10% of the Company’s total capital),
plus the proportionate amount of indebtedness of any unconsolidated subsidiary or affiliated special investment
vehicle. As defined in the Indentures, “Indebtedness” reflects indebtedness (i) in respect of borrowed money, (ii)
evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in
respect thereof), (iii) representing capital lease obligations, (iv) representing the balance deferred and unpaid of
the purchase price of any property or services (excluding accrued expenses and trade payables in the ordinary
course of business) due more than one year after such property is acquired or such services are completed or (v) in
respect of the Company’s capital stock that is repayable or redeemable, pursuant to a sinking fund obligation or
otherwise, or preferred stock of any of the Company’s future subsidiaries. Indebtedness does not include, among
other things, NAV attributable to any management shares, if any, or hedging obligations or other derivative
transactions and any obligation to return collateral posted by counterparties in respect thereto. The Company’s
2027 EUR-denominated bonds are translated into USD at the exchange rate observed at their issuance on October
1, 2021.
viii. Initial shares outstanding reflect the conversion of Management Shares outstanding as of May 1, 2017 to Public
Shares.
ix. Discount to NAV as of December 31, 2024 and as of March 11, 2025 is calculated based on the Company’s Public
Shares listed on the LSE in USD. Over the same period, the discount to NAV of Public Shares listed on the LSE in
Sterling narrowed to 30.5%.
ENDNOTES TO COMPANY OVERVIEW, COMPANY PERFORMANCE AND INVESTMENT
MANAGER’S REPORT
1. Performance results are presented on a net-of-fees basis. Net returns include the reinvestment of all dividends,
interest, and capital gains from underlying portfolio companies and reflect the deduction of, among other things,
management fees, brokerage commissions, administrative expenses and accrued and/or crystallized performance
allocation/fees (if any). The Company has periodically engaged in share repurchases whereby its buyback agent
has repurchased Public Shares subject to certain limitations. Any positive impact on the Company’s performance
due to these share buybacks is reflected in the returns herein. The Company’s performance is based on the dollar
return for the specific period, including any and all dividends paid by the Company, calculated from the beginning
of such period to the end of such period. Where the Company’s performance is presented with that of PSLP,
performance results assume that an investor (i) has been invested in PSLP since inception and has participated in
any “new issues,” as such term is defined under Rules 5130 and 5131 of FINRA and (ii) invested in PSLP at its
inception on January 1, 2004 and converted to PSH at its inception on December 31, 2012. Such performance
information does not reflect either the performance of PSLP since its inception or PSH since its inception and no
individual fund has actually achieved these results. The information is presented to illustrate how Pershing
Square’s core strategy has performed over a longer time horizon prior to the inception of the Company and is not
necessarily, and does not purport to be, indicative, or a guarantee, of future results. This performance provided is
calculated based on certain inputs and underlying assumptions, but not all considerations may be reflected therein
and such performance is subject to various risks and inherent limitations that are not applicable to the
presentation of the performance of either PSH or PSLP alone. Although Pershing Square believes the performance
Pershing Square Holdings, Ltd.
126
calculations described herein are based on reasonable assumptions, the use of different assumptions would
produce different results. For example, depending on the timing of an individual investor’s specific investment in
the Company and/or PSLP, net performance for an individual investor may vary from the net performance as
stated herein. The performance is also provided to you on the understanding that you will understand and accept
the inherent limitations of such results, and will not rely on them in making any investment decision with respect
to an investment with Pershing Square.
2. PSLP’s net performance results are presented as it is the Pershing Square fund with the longest track record and
substantially the same investment strategy to the Company. The inception date for PSLP is January 1, 2004. In
2004, Pershing Square earned a $1.5 million (approximately 3.9%) annual management fee and PSLP’s general
partner earned a performance allocation equal to 20% above a 6% hurdle from PSLP, in accordance with the terms
of the limited partnership agreement of PSLP then in effect. That limited partnership agreement was later amended
to provide for a 1.5% annual management fee and 20% performance allocation effective January 1, 2005. The net
returns for PSLP presented herein reflect the different fee arrangements in 2004, and subsequently. In addition,
pursuant to a separate agreement, in 2004 the sole unaffiliated limited partner of PSLP paid Pershing Square an
additional $840,000 for overhead expenses in connection with services provided unrelated to PSLP, which have
not been taken into account in determining PSLP’s net returns. To the extent that such overhead expenses had
been included as fund expenses of PSLP, net returns would have been lower.
3. The S&P 500 Total Return Index (“index”) has been selected for purposes of comparing the performance of an
investment in the Company or PSLP, as applicable, with a well-known, broad-based equity benchmark. The
statistical data regarding the index has been obtained from Bloomberg and the returns are calculated assuming all
dividends are reinvested. 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 they 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 & Poor’s. 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. © 2025 S&P Dow
Jones Indices LLC, its affiliates and/or its licensors. All rights reserved.
4. The performance data presented on page 2 under “Cumulative Return (Since Inception)” and “Cumulative Return
(Since PSH Inception)” is calculated from January 1, 2004 and December 31, 2012, respectively.
5. The Investment Manager’s Report contains Pershing Square’s own views and opinions, based on publicly available
information, to illustrate Pershing Square’s thinking on the matters therein. An investment in the Company will
entail substantial risks, and a prospective investor should carefully consider the risks described in “Principal Risks
and Uncertainties” and the disclosures contained in Pershing Square’s Form ADV Part 2A and the Company’s
Prospectus.
6. NAV performance is presented as net returns. Please also refer to Endnotes i and v of the Chairman’s Statement.
7. Returns are as of March 11, 2025. Please refer to Endnotes 1 and 3.
8. Stock price performance is as of March 11, 2025. Stock price performance reflects the Company’s NAV
performance prior to its IPO and the NAV performance of PSLP prior to the inception of the Company. The
Pershing Square Holdings, Ltd.
127
Company’s share return includes dividend reinvestment and is calculated based on PSH’s Public Shares traded on
Euronext Amsterdam until December 31, 2024 and Public Shares traded on the LSE in USD thereafter. Please refer
to Endnote 1.
9. Please refer to Endnote ix of the Chairman’s Statement.
10. Twelve-year performance data is calculated from January 1, 2004 to July 31, 2015. PSLP performance data is used
prior to the inception of the Company. Also refer to Endnote 1. The compound annual return from August 1, 2015
to December 31, 2017 was -19.0%.
11. Performance data is calculated from January 1, 2018 to March 11, 2025.
12. Assets under management equal the net assets of the Pershing Square Funds calculated in accordance with U.S.
GAAP without deducting amounts attributable to accrued performance fees, while adding back the principal value
of the Company’s debt outstanding ($1.8 billion and €500 million translated into USD at the prevailing exchange
rate at the reporting date, 1.04). Ownership by affiliates of PSCM also includes their charitable vehicles. Holdings of
affiliates of the Investment Manager have not been aggregated for regulatory reporting purposes.
13. Management fee reduction is calculated by eliminating the management fees paid by PSH associated with PSH’s
stake in HHH, assuming a transaction price of $90 per share.
14. 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.
15. 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., if the Company was long Issuer A stock
and also purchased puts on Issuer A stock, the gross return reflects the profit/loss on the stock and the profit/loss
on the put); (ii) do not reflect the cost/benefit of hedges that do not relate to the securities that reference the
underlying issuer (e.g., if the Company was long Issuer A stock and short Issuer B stock, the profit/loss on the
Issuer B stock is not included in the gross returns attributable to the investment in Issuer A); and (iii) do not reflect
the cost/benefit of portfolio hedges. Performance with respect to currency hedging related to a specific issuer is
included in the overall performance attribution of such issuer. The contributors and detractors to the gross returns
presented herein are for illustrative purposes only. The securities on this list may not have been held by the
Company for the entirety of the periods presented. All investments involve risk including the loss of principal. It
should not be assumed that investments made in the future will be profitable or will equal the performance of the
securities on this list. Past performance is not indicative of future results. Please refer to the net performance
figures presented on page 2.
16. While the Pershing Square Funds often take an engaged posture with respect to certain investments, they will own,
and in the past have owned, other investments, including passive investments and hedging-related positions.
“Short Positions” includes options, credit default swaps and other instruments that provide short economic
exposure. All trademarks are the property of their respective owners. It should not be assumed that any of the
securities transactions or holdings discussed herein were or will prove to be profitable, or that the investment
Pershing Square Holdings, Ltd.
128
recommendations or decisions Pershing Square makes in the future will be profitable or will equal the investment
performance of the securities discussed herein. Companies shown in this figure are meant to demonstrate Pershing
Square’s experience engaging with public companies and the types of industries in which the Pershing Square
Funds invest, and were not selected based on past performance.
DISCLAIMERS
Limitations of Performance Data
Past performance is not necessarily indicative of future results. All investments involve risk including the loss of principal. This
report does not constitute a recommendation, an offer to sell or a solicitation of an offer to purchase any security or
investment product. This report contains information and analyses relating to all publicly disclosed equity positions above 50
basis points in the Company’s portfolio during 2024 and 2025. Pershing Square may currently or in the future buy, sell, cover
or otherwise change the form of its investment in the companies discussed in this report for any reason. Pershing Square
hereby disclaims any duty to provide any updates or changes to the information contained here including, without limitation,
the manner or type of any Pershing Square investment.
Forward-Looking Statements
This report also contains forward-looking statements, which reflect Pershing Square’s views. These forward-looking
statements can be identified by reference to words such as “believe”, “expect”, potential”, “continue”, “may”, “will”, “should”,
“seek”, “approximately”, “predict”, “intend”, “plan”, “estimate”, “anticipate” or other comparable words. These forward-looking
statements are subject to various risks, uncertainties and assumptions. Accordingly, there are or will be important factors that
could cause actual outcomes or results to differ materially from those indicated in these statements. Should any assumptions
underlying the forward-looking statements contained herein prove to be incorrect, the actual outcome or results may differ
materially from outcomes or results projected in these statements. None of the Company, Pershing Square or any of their
respective affiliates undertakes any obligation to update or review any forward-looking statement, whether as a result of new
information, future developments or otherwise, except as required by applicable law or regulation.
Pershing Square Holdings, Ltd.
pershingsquareholdings.com