Annual Financial Report

Pantheon Infrastructure PLC

31 March 2026

 

PANTHEON INFRASTRUCTURE PLC

Results for the year ended 31 December 2025

The Directors of the Company are pleased to announce the Company's results for the year ended 31 December 2025. The full annual report and financial statements can be accessed via the Company's website at www.pantheoninfrastructure.com or by contacting the Company Secretary by telephone on [phone]. An interactive results page is also available at www.annualreport.pantheoninfrastructure.com.

There will be a presentation held online for analysts at 9.00am today. For details, please email: [e-mail].

The Company is also pleased to announce that Richard Sem and Ben Perkins will provide a live presentation relating to the Full Year Results for the year ended 31 December 2025 via Investor Meet Company on 16 Apr 2026 at 15:00 BST. The presentation is open to all existing and potential shareholders. Investors can sign up to Investor Meet Company for free and add to meet Pantheon Infrastructure Plc via: https://www.investormeetcompany.com/pantheon-infrastructure-plc/register-investor

Highlights:

·      Net Asset Value (NAV) of £611m, equivalent to 130.4 pence per share as at 31 December 2025

·      NAV Total Return of +14.4% during the year

·      Total dividends declared of 4.346p per share, a 3.5% increase from 4.2p in 2024, reflecting a progressive dividend policy

·      Underlying portfolio growth of £82.6m (+15.5% on invested capital), demonstrating strong operational performance

·      £31.4m of distributions generated during the year, with increasing visibility on exit-driven cash flows

·      Cash dividend cover of 1.1x, an increase from 0.7x in 2024 and well positioned to be maintained in 2026

·      As at 31 December 2025, the Company had invested in or committed £620m across its portfolio

·      Market capitalisation of £508m as at 31 December 2025, reflecting improving investor confidence

·      The share price total return for the year was +26.8%, with the discount to NAV narrowing from 24.5% to 16.8%

·      Conditional sale of investment in US power company Calpine, marking PINT's first realisation since IPO

·      New investment in and subsequent partial realisation of Intersect Power, with a total commitment of £30m

·      £120m of available liquidity, supported by an extended £115m revolving credit facility to February 2029 on improved terms

The Company has invested in and targets assets in the following sectors: Digital, including wireless towers, data centres, and fibre-optic networks; Power & Utilities, including electricity generation, gas transmission and district heating; Renewables & Energy Efficiency, including smart infrastructure, solar, and sustainable waste; and Transport & Logistics, including ports, rail, roads, airports and logistics assets.

Commenting on the results, Patrick O'Donnell Bourke, Chairman, said: "We are pleased to report another strong year for the Company. This performance, in a continued period of market uncertainty, reflects the resilience of our diversified portfolio and the strength of our investment approach, which continues to deliver returns above our target. The successful realisation of Calpine and early value crystallisation from Intersect Power mark important milestones, reinforcing our ability to recycle capital effectively while supporting a progressive dividend and long-term value creation for shareholders."

Richard Sem, Partner at Pantheon and PINT's investment manager, comments on the portfolio and performance: "The portfolio delivered a strong performance over the year, generating a NAV total return of 14.4%, significantly exceeding our target. Performance reflects both the inherent resilience of the infrastructure asset class and the benefits of our diversified, yet focused, portfolio construction. While macroeconomic conditions remain uncertain, including continued volatility in global energy markets and supply chains linked to geopolitical tensions in the Middle East, our emphasis on assets supported by long term, contracted revenues, regulatory underpinning and robust counterparties continues to provide meaningful defensive characteristics. The year saw continued progress on PINT's strategy of value realisation, including the successful execution of both the Calpine and Intersect Power transactions. Looking ahead, we remain confident in the long term investment case for infrastructure, with the portfolio well positioned to benefit from structural tailwinds such as digitalisation and the growing demand for power."

Ends

For further information, contact: 

Pantheon Ventures (UK) LLP Investment Manager Richard Sem, Partner Ben Perkins, Principal	[phone] [e-mail]
Investec Bank plc Corporate Broker Tom Skinner (Corporate Broking) Lucy Lewis (Corporate Finance)	[phone]
Lansons Public relations advisors David Masters Millie Steyn	[e-mail] [phone] [phone]

Notes to editors

Pantheon Infrastructure PLC (PINT)

Pantheon Infrastructure PLC is a closed-ended investment company and an approved UK Investment Trust, listed on the London Stock Exchange's Main Market. Its Ordinary Shares trade under the ticker 'PINT'. The independent Board of Directors of PINT have appointed Pantheon, one of the leading private markets investment managers globally, as investment manager. PINT aims to provide exposure to a global, diversified portfolio of high-quality infrastructure assets through building a portfolio of direct co-investments in infrastructure assets with strong defensive characteristics, typically benefitting from contracted cash flows, inflation protection and conservative leverage profiles.

Further details can be found at www.pantheoninfrastructure.com

LEI 213800CKJXQX64XMRK69

Pantheon

Pantheon has been at the forefront of private markets investing for more than 40 years, earning a reputation for providing innovative solutions covering the full lifecycle of investments, from primary fund commitments to co-investments and secondary purchases, across private equity, real assets and private credit.

The firm has partnered with more than 760 clients, including institutional investors of all sizes as well as a growing number of private wealth advisers and investors, with approximately $85bn in discretionary assets under management (as of September 30, 2025).

Leveraging its specialized experience and global team of professionals across Europe, the Americas and Asia, Pantheon invests with purpose and leads with expertise to build secure financial futures.

Pantheon was one of the first private equity investors to sign up to the Principles for Responsible Investments ("PRI") in 2007 and has used these principles as a framework to develop its sustainability policy across all its investment activities. Since becoming a signatory, Pantheon has remained highly engaged with the PRI and has been heavily focused on sustainability integration, both through its involvement with associates and industry bodies, and through its integration of ESG analysis into its investment process.

PANTHEON INFRASTRUCTURE PLC

High‑quality global infrastructure assets

Highlights

At a glance as at 31 December 2025

£620m¹

Capital invested or committed

2024: £542m

£611m

Net asset value (NAV)

2024: £553m

4.346p

Total dividends per share²

2024: 4.2p

£508m

Market cap

2024: £418m

130.4p

NAV per share

2024: 118.1p

14.4%

NAV Total Return³

2024: 14.9%

1.   This refers to the investment fair values and amounts committed as at 31 December 2025. Invested assets represent those that have reached financial close and have been, or are in the process of, being funded, and may include committed but uncalled amounts reserved for follow‑on investments. As at 31 December 2025, £607.8 million was invested and £12.2 million was committed but not yet invested.

2.   Total dividends declared in relation to the year ended 31 December 2025.

3.   For the year ended 31 December 2025, NAV Total Return represents the percentage change in NAV over the period, comprising investment returns from the portfolio and income from any cash balances, net of management, operating and finance costs, taxes, foreign exchange movements, and changes in the fair value of derivatives. With effect from 1 July 2025, the methodology for calculating NAV Total Return has been revised to assume that dividends paid to shareholders are reinvested at NAV at the ex-dividend date, in line with AIC guidance. Prior-year figures have been restated to ensure comparability across the full period.

WHY INVEST IN PINT

Access to exclusive infrastructure co‑investments delivering stable income, capital growth and inflation protection. This is complemented by exposure to long-term secular trends through diversified, high‑quality assets.

Access to secular trends

PINT continues to develop its diversified portfolio across sectors that benefit from secular tailwinds.

39%¹

Digital Infrastructure

Data centres, fibre networks and towers

29%¹

Power & Utilities

Energy utilities, water and conventional power

22%¹

Renewables & Energy Efficiency

Wind, solar, sustainable waste and smart infrastructures

10%¹

Transport & Logistics

Ports, rail and road, airports and e-mobility

1.   Proportion of NAV of £611 million at 31 December 2025.

Targeting capital growth and income

PINT's portfolio benefits from capital growth and progressive dividend returns.

The Company seeks to generate attractive risk‑adjusted total returns for shareholders over the longer term. These returns are made up of capital growth with a progressive dividend, through a diversified portfolio of equity or equity‑related investments in infrastructure assets with a primary focus on developed OECD markets.

The Company targets a NAV Total Return per share of 8‑10% per annum.

2023        106.6p

2024        118.1p

2025        130.4p

130.4p

Net asset value (NAV) per share

2023        4.000p

2024        4.200p

2025        4.346p

4.346p

Dividends per share¹

2023        £59m

2024        £76m

2025        £83m

£83m

Weighted aggregate LTM EBITDA²

1.   Second interim dividend of 2.173p per share declared in relation to the year ended 31 December 2025. The Company is paying a total dividend of 4.346p per share for the year ended 31 December 2025, and targets a progressive dividend.

2.   Weighted aggregate last twelve months EBITDA is the last twelve months EBITDA across all underlying Portfolio Companies adjusted for PINT's % ownership at 31 December 2025, and converted to GBP as necessary. Investments denominated in foreign currency are converted using the 31 December 2025 spot rate.

3.   Past performance is not indicative of future results, and there is no guarantee that the performance trends presented will continue.

pint at a glance

46%¹

North America

North America

CyrusOne

Cartier Energy

Calpine

Vantage Data Centers

Vertical Bridge

Intersect Power

15%¹

UK

United Kingdom

National Gas

Zenobē

39%¹

Europe

Ireland

NBI

Nordic

GlobalConnect

Germany/Austria

GD Towers

Netherlands

Delta Fiber

Fudura

Spain

Primafrio

1.   Proportion of NAV of £611 million at 31 December 2025.

CHAIR'S STATEMENT

Introduction

I am pleased to present the annual report for Pantheon Infrastructure Plc for the year ended 31 December 2025. We are proud of the fact that the Company has again delivered NAV Total Returns in excess of its pre‑IPO target, as it has done in each year that it has been fully invested.

While the market environment for listed infrastructure investment companies remains challenging, the Company has continued to demonstrate the resilience of its portfolio and the strength of its differentiated investment strategy. At the year end, the Company's NAV per share was 130.4p. Accounting for dividends of 4.273p per share paid during the year to 31 December 2025, this represents a NAV Total Return of 14.4% since 31 December 2024. Earnings per share during the year were 16.6‌p per share.

We started the year with a share price of 89.4p and were pleased to see a strong recovery to 108.5p at year end, a narrowing of the discount to NAV from 24.5% to 16.8%. Together with dividends paid, this represents a shareholder return of 26.8% for the year.

During the year, the Company completed a new investment into Intersect Power, reflecting the Board and Investment Manager's conviction in opportunities across energy transition, power infrastructure and digital demand.

The attractiveness of this opportunity was confirmed by the announcement of a partial exit at the end of the year, at a material premium to entry cost in less than three months, representing a Distribution to Paid-in Capital (DPI) ratio of 1.2x and reinforcing the Company's strategy to recycle capital proceeds into new investments.

Earlier in the year, the Company also announced its first realisation through the sale of its investment in Calpine Corporation to Constellation Energy Corporation ("Constellation"). Following completion of the sale early in 2026, the Company retains residual exposure to shares in Constellation. As this represents a material component of the Portfolio, movements in Constellation's share price have a meaningful impact on the Company's NAV. The Constellation share price has been volatile during the year and subsequent to the year end, reflecting broader volatility in AI-related sectors and disruption in global energy markets due to the conflict in the Middle East. Ignoring changes in any other investments, a $10 change in Constellation's share price equates to a change in PINT's NAV of approximately 0.5p per share.

The strong operational performance across the Portfolio continued to translate into increased EBITDA, NAV Total Returns and robust cash flow generation, supporting dividend payments and improved liquidity for reinvestment. Cash dividend cover during the year approached 1.1x, without the benefit of any proceeds from realisations.

The improved cover reflects the increasing maturity and cash-generative nature of the Company's assets. Further details of dividend cover for the year can be found in the Investment Manager's report on page 40 in the annual report.

Progress during the year in relation to the Company's first realisation, together with ongoing engagement with shareholders regarding capital allocation priorities and with the Investment Manager on attractive pipeline opportunities, underpins the Board's confidence in the Company's outlook and its ability to deliver long-term value for shareholders.

Economic environment

The conflict in the Middle East has the potential to cause substantial disruption on a global scale, both societally and economically. A sustained oil price shock will likely result in further inflation and higher, rather than lower, interest rates. Furthermore, bond yield volatility and concerns around fiscal sustainability continue to influence investor sentiment across listed markets, including infrastructure investment companies.

Against this backdrop, demand for reliable, scalable and low-carbon power infrastructure has continued to accelerate, driven in large part by the rapid expansion of data centres and AI-related computing requirements.

This dynamic has further strengthened the investment case for certain assets within the Portfolio, particularly those with long-term contracted revenues and strong counterparties.

Calpine realisation

The Company's first major realisation, relating to its investment in Calpine, completed after the year end. In January 2026, PINT received $28.5 million in cash and over 325,000 Constellation shares, of which 50% are subject to lock-up until July 2026 and the remaining 50% until July 2027. The completion of the sale represents an important milestone in the Company's development.  As at 31 December 2025, the Multiple on Invested Capital (MOIC) was 3.0x.

As mentioned earlier, the transaction results in residual exposure to shares in Constellation, reflecting the structure of the sale. The Company was issued with its Constellation shares directly, which provides flexibility around the disposal of the shares in the future and potentially implementing hedging initiatives.

Investor sentiment and discount management

This remains a challenging time for the investment trust sector, which is characterised by sustained discounts to NAV, limited access to new capital, and a contraction in aggregate sector size through buybacks, tender offers and the wind-up of a number of vehicles, either following strategic reviews or discontinuation votes. Against this backdrop, the Board takes some comfort from the Company's relative performance, with a share price total return over the year of 26.8% and from the narrowing of the Company's discount to NAV over the course of the year.

Nevertheless, the Board remains of the view that the prevailing discount means the share price does not reflect the underlying value of the Portfolio.

In the Company's IPO prospectus, the Company set out a discount control framework under which the Board stated its intention, following the third full financial year after IPO, to use excess cash flows from realised net gains to buy back shares should a discount wider than 5% persist over any financial year.

In this regard, consideration will be given to, amongst other things, the prevailing market conditions; the estimated performance of the portfolio since the last NAV calculation date; the degree of NAV accretion that would result from the buy-back; the Company's cash resources; the immediate pipeline of investment opportunities open to the Company; the level of the Company's existing borrowings and its working capital requirements. This framework continues to inform the Board's approach to capital allocation, in conjunction with views from shareholders.

The Board considers it important to emphasise that it remains committed to take action to address a discount where prevailing market conditions justify doing so, taking into account and weighing carefully those factors noted above.

During the year, the Board did not undertake any further share buybacks but continues to reserve £9.2 million capital to do so. The Board and the Investment Manager are currently seeing a strong case for making new investments, and feedback from shareholders has indicated broad support for the Company to continue to deploy capital selectively into such opportunities where this is expected to enhance long-term value creation. At the same time, the Board remains mindful of its responsibility to manage the Company's share price discount and retains flexibility to consider share buybacks should market conditions warrant such action in the future.

Portfolio performance and dividends

During the year, the Company completed one new investment into Intersect Power, reflecting its focus on assets with long-term contracted revenues, strong counterparties and attractive risk-adjusted returns. Overall Portfolio performance was driven by continued strong operational delivery with valuation gains across a number of core assets, reflecting both asset-specific execution and favourable structural tailwinds. This included the announced sale, at a material premium to NAV, of the majority of Intersect Power's assets to Alphabet only three months after acquisition.

Valuation uplifts were also recorded at Vantage Data Centers and CyrusOne, both of which continue to benefit from accelerating demand for hyperscale and AI-driven data centre capacity.

At Vantage, value creation was underpinned by contracted revenue growth, including the noteworthy Stargate campus development announced alongside Oracle and OpenAI. At CyrusOne, performance reflected sustained leasing momentum, strong cash flow generation and the strategic importance of its assets within an increasingly capacity‑constrained market.

Our investment in National Gas also made a positive contribution to performance, supported by the company's critical role within the UK's energy infrastructure, its stable regulated cash flows, a favourable outcome for the upcoming regulatory price control period, and increasing strategic relevance as the energy system adapts to support decarbonisation and security of supply.

Performance across the Portfolio has not all been positive. Cartier Energy's performance remains under expected plan, although the company has shown encouraging signs of recovery following the adoption of a more prudent and sustainable business plan. Delta Fiber encountered challenges around customer adoption and regulatory challenges arising from a proposed partial asset sale; however, it has been encouraging to see the company's Sponsor work constructively through these issues. At Vertical Bridge, while the long-term investment thesis remains intact, valuation growth has been curtailed by the upfront impact of the acquisition of the sizeable Verizon portfolio in the prior year.

Taken together, these experiences underline the importance of portfolio diversification and active asset management, with challenges in individual assets being balanced by strength elsewhere in the Portfolio and addressed through constructive engagement with experienced Sponsors.

The Portfolio delivered net cash flows of £22.5 million (31 December 2024: £12.8 million), supporting further improvement in dividend cover to 1.1x, as detailed in the Investment Manager's report on page 40 in the annual report. The Company has declared a second interim dividend of 2.173p per share in respect of the year ended 31 December 2025 making a total of 4.346p per share for the full year. The Board remains committed to dividend progression while maintaining an open dialogue with shareholders on future policy.

Oversight of the investment process and strategy

The Board continues to prioritise active oversight of the investment process and maintains close engagement with the Investment Manager. During the year, the Directors again participated in asset-level engagement and sponsor meetings, providing valuable insight into Portfolio performance, governance and risk management. In September 2025, all members of the Board joined the Investment Manager on a site visit to National Broadband Ireland (NBI), providing the opportunity to engage directly with management on the ground and to gain first-hand insight into the operational delivery of one of the Company's portfolio assets. The visit reinforced the Board's confidence in the quality of execution, the robustness of governance arrangements and the strategic importance of NBI's role in delivering critical digital infrastructure across Ireland.

The Board remains vigilant as to the level of investment management fees payable across the sector, particularly given recent changes amongst some of the Company's peer group. As part of its responsibilities, the Management Engagement Committee (MEC) undertook a review of the investment management fees payable to the Investment Manager. Given the Company's investment strategy and continued strong performance, the Board satisfied itself that the fees payable are competitive and that the link to the Company's NAV remains appropriate, and will continue to keep this under review.

Regulatory environment

The regulatory landscape for investment trusts remained an important area of focus during the year, with ongoing developments in disclosure requirements and the introduction of the Consumer Composite Investment regime.

In this context, the Board was encouraged by recent progress on investment company cost disclosures, following constructive engagement between a number of industry bodies and the Financial Conduct Authority. The resulting clarification represents a positive and pragmatic outcome, addressing the long-standing issue of inappropriate double counting of costs for closed-ended investment companies.

The Board hopes and expects that this development will lead to clearer, more meaningful disclosures for investors, improve comparability across products and support a fairer regulatory environment for investment companies, which in turn should help to further rebuild investor confidence in the sector over time.

Shareholder engagement

Engagement with shareholders remains a core responsibility of the Board. Shortly after the year end, Anne Baldock, Senior Independent Director (SID), and I met some of the Company's largest shareholders. These discussions provided valuable insight into shareholder perspectives and reinforced the importance of maintaining an open and constructive dialogue, particularly in relation to capital allocation priorities and discount management.

The Board welcomes ongoing engagement with shareholders and encourages contact through the Company Secretary or our registered office should shareholders wish to raise matters or request meetings.

Board composition

During the year, the Board implemented planned changes in its composition to support continuity, effective succession and the ongoing development of the Company's governance framework.

I became Chair of the Company in June 2025, following Vagn Sørensen's decision to step down as Chair. The Board would like to record its gratitude to Mr Sørensen for his strong leadership and contribution during a formative period in the Company's development.

Early in the year, Anthony Bickerstaff was appointed to the Board and assumed the role of Chair of the Audit and Risk Committee in June 2025, bringing with him extensive experience in financial oversight and risk management. At the same time, the Board was also pleased to welcome Sapna Shah as a new Director, further strengthening the Board's breadth of experience and perspectives. Ms Shah brings an extensive understanding of the investment company sector.

The Board remains committed to maintaining an appropriate balance of skills, experience, independence and diversity, and will continue to keep its composition under regular review to ensure it remains well positioned to oversee the Company's strategy and support long-term value creation.

Outlook

The long-term investment case for infrastructure remains highly compelling. Structural demand driven by digitalisation, energy transition, decarbonisation, and the need for resilient power and communications networks continues to create a substantial and durable opportunity set for long-term investors.

While near-term market conditions remain uncertain and valuation volatility is likely to persist, particularly for assets with public market exposure, the Board believes there are good reasons to be optimistic. The completion of the Calpine sale, the Company's investment into Intersect Power and the validation provided by long-term arrangements with high-quality counterparties, including global technology companies, provide clear evidence of the strategic value and relevance of the Portfolio.

The Board believes that these developments, together with continued operational performance and progress on capital recycling, should support increasing recognition of the Company's underlying value. In this context, the Board sees a clear rationale for the Company's share price discount to continue to narrow as confidence builds in the sustainability of cash flows, the credibility of NAV and the delivery of realisations.

Looking ahead, the Company is well positioned to benefit from the very significant investment opportunities available in private infrastructure markets. The Investment Manager has deep relationships, proven execution capability and a track record of accessing differentiated transactions, particularly in sectors benefiting from long‑term structural tailwinds.

The Board believes that disciplined reinvestment into high-quality infrastructure opportunities offers the potential to deliver superior long-term value for shareholders, while maintaining flexibility to respond to market conditions, including through discount management where appropriate. The Board believes that patience, discipline and continued execution against the Company's strategy should, over time, be rewarded through improved investor confidence, a further narrowing of the share price discount to NAV and the delivery of attractive long‑term returns for shareholders.

Patrick O'Donnell Bourke

Chair

30 March 2026

Investment Manager's report

Portfolio¹

PINT has constructed a diversified global portfolio with a focus on developed market OECD countries, with all investments currently in Western Europe and North America. Over the medium term, the Investment Manager expects, in line with the initial prospectus, the composition of the Portfolio to include investments in the following sub-sectors: Digital Infrastructure, Power & Utilities, Transport & Logistics, Renewables & Energy Efficiency, and Social & Other Infrastructure.

As at 31 December 2025, the Company had a total of £620.0 million invested or committed across 14 investments.

The Portfolio is diversified across sectors and geographies, and the Investment Manager believes that it is well positioned to withstand any external market challenges. The investments typically benefit from defensive characteristics including long-term contracted cash flows, inflation protection and robust capital structures.

Seven investments are in Digital Infrastructure, representing 39% of NAV, across the data centre, towers and fibre sub‑sectors. Three investments, representing 29%, are in the Power & Utilities sector including: gas transmission, district heating and electricity generation. Three investments are in Renewables & Energy Efficiency (22%) and the remaining investment is in Transport & Logistics (10%).

The largest geographical exposure is in North America (46%), with the remaining exposure in Europe (39%) and the UK (15%).

NAV pence per share movement (year to 31 December 2025)

NAV increased over the year by 12.3p per share (year to 31 December 2024: 11.5p per share), after adjusting for the dividends paid of 4.3p per share over the year (year to 31 December 2024: 4.1p per share). The movement in the year was principally driven by fair value gains of 17.6p per share (year to 31 December 2024: 17.5p per share), partially offset by foreign exchange movements of (0.9)p per share (year to 31 December 2024: (1.1)p per share), attributable principally to the weakening of USD during the year, which was offset by a 1.9p per share movement from the foreign exchange hedging programme (year to 31 December 2024: 1.1p per share).

There was no NAV impact from share buybacks in the year (year to 31 December 2024: 0.2p per share). Finance income contributed 0.1p per share (year to 31 December 2024: 0.0p per share), and operating expenses resulted in a reduction of (2.1)p per share (year to 31 December 2024: (2.2p) per share), resulting in a closing NAV of 130.4p per share, after the payment of dividends. This excludes the impact of the second interim dividend for the year to 31 December 2025 of 2.173p per share, which is to be paid on 24 April 2026.

NAV PENCE PER SHARE MOVEMENT

As at 31 December 2024 - 118.1

Fair value gains- 17.6

Foreign exchange movement- (0.9)

Foreign exchange hedge- 1.9

Finance income- 0.1

Expenses1 - (2.1)

Dividends paid- (4.3)

As at 31 December 2025- 130.4

1.   Expenses include operating and capital expenses.

12.7%

Weighted average discount rate²

December 2024: 13.6%

Weighted average discount rate of 12.7% is based on the discount rate of each Portfolio Company investment at 31 December 2025, weighted on an investment fair value basis (excluding undrawn commitments), across all 14 investments, and adjusted for the component of Calpine relating to Constellation share consideration.

36%

Weighted average gearing

December 2024: 35%

Weighted average gearing is calculated by reference to the ratio of total net debt to total enterprise value of each Portfolio Company, weighted across all 14 investments.

87%

Weighted average hedged debt

December 2024: 79%

Weighted average hedged debt calculated by reference to ratio of hedged debt relative to net debt of each Portfolio Company.

£83m

Weighted aggregate EBITDA

December 2024: £76m

Weighted aggregate EBITDA is based on the annual EBITDA of each Portfolio Company for the year ended 31 December 2025, weighted by PINT's ownership of underlying Portfolio Companies and converted to GBP as necessary.

1.   The portfolio data, being the weighted average discount rate, weighted average gearing, weighted average hedged debt and weighted aggregate EBITDA, is calculated based on information reported to Pantheon by the Sponsors. The information is not audited.

2.   Weighted average discount rate of 12.7% is based on the discount rate or implied discount rate of each Portfolio Company investment at 31 December 2025, weighted on an investment fair value basis (excluding undrawn commitments), across all 14 investments, and excluding the component of the fair value of Calpine that relates to the expected Constellation share consideration.

Portfolio: movements in the year

Investment	Region	Sponsor	Portfolio value 31 December 2024 (£m)	Drawn (£m)	Distributions1 (£m)	Asset valuation movement (£m)	Foreign exchange  movement (£m)	Portfolio value 31 December 2025 (£m)	Unfunded commitments 31 December 2025 (£m)	Allocation of  foreign exchange hedge (£m)	Portfolio Total Return for year ended 31 December 2025 (£m)
Primafrio	Europe	Apollo	48.8	-	-	6.7	2.8	58.3	0.4	(1.6)	7.9
CyrusOne	North America	KKR	39.6	-	-	3.1	(2.7)	40.0	-	3.1	3.5
National Gas	UK	Macquarie	46.3	-	(3.1)	7.9	-	51.1	-	-	7.9
Vertical Bridge	North America	DigitalBridge	25.9	-	-	(0.6)	(1.8)	23.5	-	2.0	(0.4)
Delta Fiber	Europe	Stonepeak	29.0	-	-	(0.7)	(1.9)	26.4	0.1	-	(2.6)
Cartier Energy	North America	Vauban	32.1	-	-	(4.9)	(2.2)	25.0	-	2.3	(4.8)
Calpine	North America	ECP	83.5	-	(0.6)	28.9	(4.9)	106.9	-	5.4	29.4
Vantage Data Centers	North America	DigitalBridge	31.1	0.2	(0.1)	13.3	(2.1)	42.4	-	2.2	13.4
Fudura	Europe	DIF	48.8	-	(5.5)	4.1	2.8	50.2	1.7	(1.6)	5.3
National Broadband Ireland	Europe	Asterion	46.6	-	(11.4)	3.7	2.6	41.5	2.9	(1.5)	4.8
GD Towers	Europe	DigitalBridge	42.7	0.1	(10.4)	2.2	2.4	37.0	2.6	(1.4)	3.2
GlobalConnect	Europe	EQT	20.6	-	-	0.2	1.2	22.0	-	-	1.4
Zenobē	UK	Infracapital	36.7	-	-	4.1	-	40.8	2.9	-	4.1
Intersect Power	North America	CAI	-	28.2	-	14.6	(0.1)	42.7	1.6	-	14.5
Grand total			531.7	28.5	(31.1)	82.6	(3.9)	607.8	12.2	8.9	87.6

1.   Distributions are made up of capital and income, of which £1.5 million is capital.

Portfolio: inception to date

			A	B	C	D
			Drawn (£m)	Distributions (£m)	Portfolio Value 31 December 2025 (£m)	Allocation of foreign exchange hedge movements (£m)	MOIC1
Investment	Region	Sponsor
Primafrio	Europe	Apollo	39.2	-	58.3	1.0	1.5x
CyrusOne	North America	KKR	24.6	-	40.0	1.2	1.7x
National Gas	UK	Macquarie	40.8	8.9	51.1	-	1.5x
Vertical Bridge	North America	DigitalBridge	23.8	1.2	23.5	0.7	1.1x
Delta Fiber	Europe	Stonepeak	22.8	-	26.4	-	1.2x
Cartier Energy	North America	Vauban	33.2	-	25.0	1.3	0.8x
Calpine	North America	ECP	45.5	21.8	106.9	5.6	3.0x
Vantage Data Centers	North America	DigitalBridge	30.1	0.1	42.4	4.2	1.6x
Fudura	Europe	DIF	38.4	4.9	50.2	1.6	1.5x
National Broadband Ireland	Europe	Asterion	43.5	16.2	41.5	1.7	1.4x
GD Towers	Europe	DigitalBridge	39.4	12.5	37.0	1.3	1.3x
GlobalConnect	Europe	EQT	19.0	-	22.0	-	1.2x
Zenobē	UK	Infracapital	32.1	-	40.8	-	1.3x
Intersect Power	North America	CAI	28.2	-	42.7	0.1	1.5x
Grand total			460.6	65.6	607.8	18.7	1.5x

1.   Multiple on invested capital. MOIC is calculated as the sum of columns B, C and D, divided by column A.

pint'S portfolio

Primafrio

www.primafrio.com

TRANSPORT & LOGISTICS

EUROPE

£58m PINT NAV 31 December 2025

1.5x MOIC 31 December 2025

21.03.22 Date of commitment

Specialised temperature‑controlled transportation and logistics company in Europe primarily focused on the export of fresh fruit and vegetables from Iberia to Northern Europe.

Investment thesis and value creation strategy¹

·     Niche market leader providing an essential service to resilient end markets. The company has demonstrated strong organic growth over a 15+ year operating history, including during major economic dislocations (2008‑2009 global financial crisis and 2020‑2021 Covid-19). The essential nature of Primafrio's market and its operations provides strong downside protection.

·     Value creation opportunities include inorganic growth, strategic M&A and continued investment in Primafrio's cold storage logistics infrastructure footprint.

Performance update

Primafrio saw total volumes increase, along with a recovery in margins resulting from falling fuel and leasing costs. The company currently operates nine logistics centres with a total floor area exceeding 1.5 million m². Utilisation of the company's new facilities, including 112,000 m² across Belfort and Valencia opened in 2024 and 15,000 m² in Lleida opened in early 2026, is expected to ramp up over the coming year as management focus on further potential growth opportunities.

CyrusOne

www.cyrusone.com

DIGITAL INFRASTRUCTURE

North America

£40m PINT NAV 31 December 2025

1.7x MOIC 31 December 2025

28.03.22 Date of commitment

Operates more than 50 high‑performance data centres representing more than four million sq ft of capacity across North America and Europe.

Investment thesis and value creation strategy¹

·     Growth in data usage continues to drive data centre demand. In particular, the hyperscale segment represents a strong growth opportunity due to increasing cloud adoption and increasingly data‑heavy technologies (5G, AI, gaming, video streaming).

·     Benefits from defensive characteristics such as long‑term contracts with a largely investment‑grade credit‑quality customer base, price escalators and limited historical customer churn.

Performance update

CyrusOne's excellent performance since PINT's investment has continued with the company benefiting considerably from AI‑related tailwinds. The strong demand for data centre capacity continues to support highly favourable pricing for established developers, making for a favourable trading environment. A chief focus remains on ensuring sufficient availability of power and capital to meet increased demand. The company has entered into a number of strategic relationships with large energy utilities, including Eolian and Calpine, in order to accelerate the timeline for development.

National Gas

www.nationalgas.com

POWER & UTILITIES

UK

£51m PINT NAV 31 December 2025

1.5x MOIC 31 December 2025

28.03.22 Date of commitment

The owner and operator of the UK's sole gas transmission network, regulated by Ofgem, and an independent, highly contracted metering business.

Investment thesis and value creation strategy¹

·     Stable inflation‑linked cash flows with returns positively correlated to inflation.

·     Strong downside protection; regulatory framework allows for the recovery of costs and a minimum return on capital. The company also holds a monopolistic position through sole ownership of the UK's gas transmission network.

·     Significant growth opportunity. The transmission system is expected to play a leading role in any future transition from natural gas to hydrogen. The company hopes to support the expansion of hydrogen's role in the energy mix while working closely with the government and Ofgem to maintain security of supply.

Performance update

Following submission of its business plan in December 2024, National Gas received Ofgem's final determination for RIIO-GT3 in December 2025. The final determination allowed a baseline funding level of £3.2 billion, following a draft determination of £2.5 billion. A decision is still awaited from government in relation to the blending of up to 20% hydrogen in the existing gas transmission network and investments related to hydrogen and CO2 are expected to be agreed under a standalone regulatory control framework. However, it is expected that blending up to 2% hydrogen will be approved for commencement as soon as 2026.

Vertical Bridge

www.verticalbridge.com

DIGITAL INFRASTRUCTURE

North America

£24m PINT NAV 31 December 2025

1.1x MOIC 31 December 2025

04.04.22 Date of commitment

The largest private owner and operator of towers and other wireless infrastructure in the US, with more than 18,000 owned towers across the country.

Investment thesis and value creation strategy¹

·     Track record of organic and inorganic growth: since its founding in 2014, Vertical Bridge has been one of the most active acquirers and 'build‑to‑suit' (BTS) developers amongst tower companies and expects to further accelerate these activities.

·     5G build-out supporting continued growth: US carrier annual capex is forecast to increase materially, prioritising macro towers in the 5G rollout.

·     Top‑tier management team and Sponsor: key members of Vertical Bridge and DigitalBridge (including both CEOs) have worked together since 2003.

Performance update

Vertical Bridge continues with the integration of the portfolio acquired from Verizon at the end of 2024, which represented an increase of approximately 6,000 towers. Management views the acquired portfolio as highly complementary to the company's existing assets, citing strong strategic synergies and the significant lease-up potential, given its currently low tenancy ratio. The business's primary growth focus now is on increasing co‑location revenues, which have grown materially year on year and will be augmented by its BTS programme, driven by expanding partnerships with major mobile network operators focused on accelerating 5G deployment.

Delta Fiber

www.deltafibernederland.nl

DIGITAL INFRASTRUCTURE

EUROPE

£26m PINT NAV 31 December 2025

1.2x MOIC 31 December 2025

26.04.22 Date of commitment

Owner and operator of fixed telecom infrastructure in the Netherlands, providing broadband, TV, telephone and mobile services to retail and wholesale customers over a predominantly fibre network.

Investment thesis and value creation strategy¹

·     High-quality fibre network with high barriers to entry as a regional leader in its core footprint of suburban and rural areas with historically high penetration and low churn rates.

·     Well positioned to capitalise on extensive rollout programme via first‑mover advantage in its core markets, exhibited through its track record of fast build rates and ramp up of construction capacity.

Performance update

Delta Fiber has substantially completed its network rollout, delivering the project on time and within budget. With the build phase now behind it, the business is shifting focus from development to steady-state operations. Against a backdrop of competitive pressure from continued overbuild and aggressive retention discounts by competitors, the company is prioritising increased customer adoption to drive penetration. Alongside efforts to enhance network densification through its retail business, Delta Fiber sees further wholesale network sharing agreements - such as those already established with Odido (formerly T-Mobile Netherlands) and, more recently, VodafoneZiggo - as key growth levers.

Cartier Energy

POWER & UTILITIES

North America

£25m PINT NAV 31 December 2025

0.8x MOIC 31 December 2025

23.05.22 Date of commitment

Platform of eight district energy systems located across the Northeast, Mid‑Atlantic and Midwest of the US.

Investment thesis and value creation strategy¹

·     Gross margin structure underpinned by availability‑based fixed‑capacity payments and consumption charges and pass‑through pricing mechanism limits commodity price exposure, providing robust downside protection.

·     Predominantly 'sticky' customer base with an average relationship tenure of ~15‑20 years and ~10‑12-year average remaining contractual life.

·     Provides customers with a path to decarbonisation and increased thermal efficiency.

Performance update

Cartier has entered a period of operational stability following a challenging start. The business has benefited from more stable hot water and steam volumes this year, alongside incremental gains from rising chilled water demand and favourable capacity market pricing, bringing financial performance on existing assets closer to original underwriting expectations. A new business plan has been agreed with management, shifting away from large-scale growth opportunities towards smaller infill opportunities, resulting in a moderated growth outlook.

Calpine

www.calpine.com

POWER & UTILITIES

North America

£107m PINT NAV 31 December 2025

3.0x MOIC 31 December 2025

27.06.22 Date of commitment

Independent power producer with c.26GW of principally gas-fired generating capacity, including c.770MW of operational renewables.

Investment thesis and value creation strategy¹

·     Vital supplier to the US electricity grid, providing reliable power generation capacity and playing an important role in the energy transition as many US corporations target net‑zero carbon emissions by 2050. Calpine benefits from highly predictable, diversified cash flows underpinned by contracts supported by a robust hedging programme.

·     Strong renewables development pipeline of solar and battery storage projects, financeable through the cash flows generated by existing assets, which are projected to nearly triple its renewables power generation capacity over the next five to six years.

Performance update

Calpine continues to benefit favourably from increased demand from AI data centres, which has dramatically shifted the long-term outlook for base load power generators. The sale to Constellation was announced in January 2025 and completed after PINT's year end in January 2026, with PINT receiving $28.5 million in cash and approximately 325,000 Constellation shares, 50% of which are locked up until July 2026 and the remainder until July 2027. The combined entity has 55GW of generation capacity across nuclear, gas, geothermal and other renewable technologies. Constellation's operational performance remains strong, supported by growing recognition of nuclear energy's role in powering the data economy.

Vantage Data Centers

www.vantage-dc.com

DIGITAL INFRASTRUCTURE

North America

£42m PINT NAV 31 December 2025

1.6x MOIC 31 December 2025

01.07.22 Date of commitment

Leading provider of wholesale data centre infrastructure to large enterprises and hyperscale cloud providers.

Investment thesis and value creation strategy¹

·    Secular data usage growth through increasing cloud adoption and increasing data‑heavy technologies continue to drive data centre demand.

·     Strong growth pipeline from favourable existing relationships with hyperscale customers.

·     Downside protection from strong position in supply-constrained core geographies, long‑term contracts with investment‑grade counterparties and low customer churn due to high switching costs and barriers to entry.

Performance update

Vantage continues to deliver strong growth, supported by resilient demand and disciplined execution with the business maintaining high occupancy and leasing momentum. During the year, the company announced plans to develop a 1GW data centre campus in Wisconsin in partnership with OpenAI, as part of its Stargate expansion of up to 4.5GW. The project has secured 100% of its required power from We Energies at a dedicated rate. To address growing power constraints and accelerate capacity deployment, Vantage has partnered with Liberty Energy and VoltaGrid to deliver over 2GW of off-grid power across its portfolio, accelerating RFS (ready-for-service) dates across a number of key developments.

Fudura

www.fudura.nl

RENEWABLES & ENERGY EFFICIENCY

Europe

£50m PINT NAV 31 December 2025

1.5x MOIC 31 December 2025

25.07.22 Date of commitment

Dutch market-leading owner and provider of medium‑voltage electricity infrastructure to business customers, with a focus on transformers, metering devices and related data services.

Investment thesis and value creation strategy¹

·     Highly stable inflation‑linked cash flows from large and diversified locked‑in customer base with long-term contracts, low churn and inflation protection.

·     Strong downside protection with a quasi‑monopoly positioning in its core regional markets characterised by high barriers to entry.

·    Energy efficiency and decarbonisation tailwinds driving growth opportunities to broaden service offering to customers including EV charging, solar panels, heat pumps and battery storage.

Performance update

Fudura's profitability continues to track slightly ahead of plan, driven by higher margins on its core transformer business, despite grid congestion proving to be a major bottleneck for the company's medium‑voltage infrastructure offering. This performance has been partially offset by a slower rollout to date of the adjacent product lines that formed a key pillar of the investment thesis. The company completed a €765 million refinancing in Q4 2025, enabling a substantial dividend distribution. The new financing will also support the continued expansion of the company's energy infrastructure portfolio.

National Broadband Ireland

www.nbi.ie

DIGITAL INFRASTRUCTURE

IRELAND

£42m PINT NAV 31 December 2025

1.4x MOIC 31 December 2025

09.11.22 Date of commitment

Fibre-to-the-premises network developer and operator working with the Irish Government to support the rollout of the National Broadband Plan, targeting connection to 560,000 rural homes.

Investment thesis and value creation strategy¹

·     Stable cash flows with inflation protection expected through the terms of the project agreement with regard to the prices National Broadband Ireland (NBI) can charge to ISPs for access.

·     Downside protection through a unique positioning in the intervention area (the franchise area granted by the Irish Government) and a flexible government subsidy regime.

·     Attractive macro trends including increased remote working, demographics and growth in fibre broadband take‑up to date underpin the long‑term commercial viability of the network.

Performance update

The rollout of the National Broadband Plan - NBI's partnership with the Irish Government - remains on plan and on budget, with deployment now around 80% complete. A large number of ISPs are now available on the network and nationwide marketing campaigns are now underway. The company continues to experience favourable take-up, with penetration rates higher than levels predicted at this stage of the rollout, with the expectation that the remaining equity commitment to the company will not be required.

GD Towers

www.dfmg.de/en

www.towers.at

DIGITAL INFRASTRUCTURE

EUROPE

£37m PINT NAV 31 December 2025

1.3x MOIC 31 December 2025

31.01.23 Date of commitment

Largest tower operator and telecom infrastructure network in Western Europe with c.40,000 tower sites across Germany, now known as Deutsche Funkturm, and Austria, now known as Towers Infra Austria.

Investment thesis and value creation strategy¹

·     Majority of cash flows are contracted and index-linked, offering strong downside protection in challenging macroeconomic conditions.

·     Favourable market tailwinds from regulatory‑driven 5G coverage requirements with significant growth opportunities.

·     Organic and inorganic growth opportunities arising from acquisition opportunities from other market participants and numerous consolidation opportunities in Europe.

Performance update

GD Towers continues to perform broadly in line with the original investment case. The business has made significant progress in streamlining its BTS operations, significantly reducing lead times and addressing a key improvement area identified in the initial business plan. The company is now shifting its focus to managing unitary capex in light of cost inflation. Co-location revenues have also increased, driven by a strategic focus on expanding relationships with mobile network operators beyond Deutsche Telekom. The company completed a €2.5 billion debt refinancing during the period, resulting in a substantial dividend distribution.

GlobalConnect

www.globalconnectgroup.com

DIGITAL INFRASTRUCTURE

EUROPE

£22m PINT NAV 31 December 2025

1.2x MOIC 31 December 2025

22.06.23 Date of commitment

Leading pan-Nordic wholesale and retail telecoms business with extensive fibre network and data centre portfolio.

Investment thesis and value creation strategy¹

·     Majority of cash flows are contracted and index‑linked, offering downside protection in challenging macroeconomic conditions.

·     Favourable market tailwinds from fibre adoption trends across retail and business customers, with significant growth opportunities and long‑term secured revenues, protecting its market position.

·     Organic and inorganic growth opportunities arising from rural fibre rollout, growing demand for larger bandwidth and numerous consolidation opportunities.

Performance update

In line with its focus on optimal allocation of capital given the varied dynamics of the markets it operates in, the company decided to withdraw from the German FTTP market. This has resulted in the business performing below plan due to lower revenues and an expected lower terminal value as a result. The company is instead refocusing on core markets as well as focusing on Finland, where FTTH adoption lags the rest of the Nordic market. The company launched a sale process in the second half of 2025, with a partial sale of the asset anticipated in 2026.

Zenobē

www.zenobe.com

RENEWABLES & ENERGY EFFICIENCY

UK

£41m PINT NAV 31 December 2025

1.3x MOIC 31 December 2025

07.09.23 Date of commitment

Zenobē provides essential infrastructure that contributes to international power and transport sector decarbonisation targets.

Investment thesis and value creation strategy¹

·     Substantial and growing market opportunity driven by significant capex required to meet demand for EV bus charging and electricity grid stability.

·     Market leader in core regions in a high-growth sector with attractive expansion opportunities.

·     Downside protection and inflation protection via long‑term availability‑style contracts with high-quality counterparties.

·     Significant overseas growth potential in the US and Europe.

Performance update

Zenobē continues to regularly secure high‑profile contracts, though overall profitability is currently tracking behind the entry plan. This is primarily due to slower‑than‑expected growth in the bus segment and revenue volatility in battery trading, which has impacted the network infrastructure side of the business. Management remains confident in a recovery on the bus side, supported by strong customer relationships and the sector's decarbonisation obligations. Meanwhile, the company has made substantial progress in gearing up for international growth, now targeting projects in Europe as well as North America.

Intersect Power

www.intersect.com

RENEWABLES & ENERGY EFFICIENCY

NORTH AMERICA

£43m PINT NAV 31 December 2025

1.5x MOIC 31 December 2025

22.09.25 Date of commitment

US based developer and operator of co‑located power infrastructure, with 2.2GWp solar and 1.4GWh battery capacity.

Investment thesis and value creation strategy¹

·     Attractive risk-adjusted returns with strong downside protection from its Power Purchase Agreements (PPA) and sizeable operating portfolio, alongside credible upside potential from its development pipeline.

·     Highly experienced management team with more than 20 years of experience.

·     Secured equipment from domestic supply chain protected from tariffs.

Performance update

Intersect is well positioned to benefit from increasing demand for hyperscale data centres, as well as increasing base load power requirements driven by cloud computing and AI-related tailwinds. Performance during the period was supported by continued progress across its data centre development projects. The sale of the company's pipeline of energy and data centre projects was announced in December 2025.

The transaction completed in March 2026, with PINT remaining invested in the business operating the retained generation assets, which has been rebranded as IPX Power. Asset development is expected to continue broadly as planned, with projects selectively retained and progressed, and the expectation that all portfolio assets will be sold upon the completion of the under-construction projects.

1.     There is no guarantee that the investment thesis will be achieved. Pantheon opinion. Past performance is not indicative of future results. Future results are not guaranteed, and loss of principal may occur. Please refer to 'Disclosure 1 - Investments' towards the back of this report.

Performance

Portfolio movement

During the year, the Portfolio generated underlying growth of £82.6 million, reflecting a 15.5% movement on the opening capital invested, adjusted for capital calls and investments totalling £28.5 million, but before adjusting for distributions to PINT totalling £31.1 million.

Movements in foreign exchange values resulted in a foreign exchange loss of £3.9 million (offset at a company level by a foreign exchange hedging gain of £8.9 million), resulting in a closing value of £607.8 million at 31 December 2025.

The Portfolio had a weighted average discount rate (WADR) of 12.7%¹ at the year end (31 December 2024: 13.6%).

Portfolio cash flows

Over the medium term, the Company expects the Portfolio to generate cash flows both through distributions from its investments and from investment exits, the latter becoming realised in cash in due course through asset disposals. In turn, these cash flows are expected to support both the reinvestment of capital and a progressive dividend policy, or to manage the discount to NAV.

The Company's investment approach is to invest in assets with an expected hold period that is typically, but not always, five to seven years, after which it is expected to realise value by exiting positions according to the relevant Sponsor's time horizon. Whilst the Company does expect some of its investments to make distributions, cash generation is expected to be heavily weighted towards the receipt of sale proceeds at the point of investment exit, and in some cases, no distributions are forecast before exit.

The Company maintains a long-term forecast of both sources of cash flow, which is derived from either the Investment Manager's base case expectations or Sponsor updates where available. The latest projection of the Company's cash flows from the Portfolio is summarised on the next page, as at 31 December 2025.

The projection is based on existing investments only and does not factor in any potential for reinvestment of capital after realisations, which accordingly accounts for the downward trend of distributions after realisations occur.

Whilst these projections are intended to present a plausible long-term expectation of the Portfolio's cash flow generation, there is no guarantee around the quantum or timing of distributions or realisations, which remain dependent on multiple factors including underlying asset performance, exit timing and long-term FX rate assumptions. Accordingly, they should not be considered as guidance around financial performance.

Calpine sale

During the year, the Company announced the conditional sale of its investment in Calpine to Constellation, which was completed after the year end in January 2026.

As a result of tax planning around the completion of the sale, the Company elected to receive a distribution in kind of Constellation shares, which resulted in a reduction in the upfront cash consideration from approximately $35 million to $28.5 million, offset by the issuance of additional Constellation shares.

The Constellation stock issued to the Company is subject to lock-ups expiring in July 2026 (50%) and July 2027 (50%), and therefore the Company remains exposed to the performance of Constellation stock until at least those dates.

Until such time as the Company's effective holding in Constellation is partially or fully realised, or its exposure to Constellation is otherwise mitigated through hedging arrangements, PINT's NAV exposure is expected to be equivalent to a movement of approximately 0.5p per share for every $10 movement in the Constellation share price.

H2 2025 dividend

At IPO, the Company set out to target a NAV Total Return of 8-10% p.a. following full investment of the IPO proceeds, and an initial dividend of at least 2p per share for the first financial period ended 31 December 2022, rising to 4p per share for the year ended 31 December 2023, and a progressive dividend thereafter. In line with this, the Board recently declared the Company's second interim dividend of 2.173p per share in respect of the year ended 31 December 2025, which is due to be paid on 24 April 2026.

Dividend cover

The Company uses a measure to assess dividend coverage by calculating the ratio of net cash flow to dividends declared in respect of a given period. This is calculated across the whole group, including the Company's subsidiary, Pantheon Infrastructure Holdings LP (PIH LP), through which the Company holds the majority of its investments.

Net cash flow for this purpose is calculated on a cash basis as income (the sum of all income and capital distributions that are not related to asset disposals, plus deposit interest income) plus disposal profits (realised profits on disposal, or disposal proceeds less original investment cost), less operating and financing (but excluding FX hedge settlements) expenses incurred during the same period.

On this basis, the Company's dividend cover for 2025 was 1.1x, as detailed below (year to 31 December 2024: 0.7x). The dividend cover has increased in the year due to higher Portfolio distributions. The Company expects material progression in cash flows from the Portfolio as realisations start to occur, which in turn is expected to flow through to increased dividend coverage.

£m	2023	2024	2025
Income	13.1	21.7	31.3
Disposal profits	-	-	-
Operating costs	(6.6)	(6.9)	(7.4)
Financing costs	(1.5)	(2.0)	(1.4)
Net cash flow for dividend cover	4.9	12.8	22.5
Dividend declared	18.9	19.7	20.4
Dividend cover	0.3x	0.7x	1.1x
Cumulative dividend cover	0.2x	0.4x	0.6x

Borrowings

In February 2026, the Company extended the term of its £115.0 million multi-currency RCF, to February 2029, effectively resetting the tenor at three years. The amendment also reduced the drawn margin from 2.85% to 2.65% per annum over the relevant currency benchmark rate or compounded reference rate. The RCF allows the Company to maintain liquidity for unfunded commitments and working capital requirements whilst minimising the inefficiencies of holding excessive cash. The RCF, which is secured on the assets of the Company, includes an uncommitted accordion feature, which will be accessible, subject to approval, by additional lenders, and is intended to increase over time in line with the Company's NAV progression.

Capital allocation

As at 31 December 2025, the Company had deployed a total of £9.2 million (out of a total commitment of £18.4 million), in buying back 11.4 million of its own shares. Repurchased shares are held in treasury and may be subsequently re‑issued if the Company's shares return to trading at a premium to NAV. At the year end, the Company continued to allow for the remaining £9.2 million allocated to share buybacks, as part of its liquidity management as detailed in the analysis presented opposite.

Cash and liquidity management

At the year end, the Company had total available liquidity of £120.0 million (31 December 2024: £138.8 million), comprising £5.0 million of cash (31 December 2024: £23.8 million) and £115.0 million (31 December 2024: £115.0 million) of undrawn RCF capacity.

The Company maintains a policy to hold liquidity sufficient to cover all investment commitments, including share buybacks, due in the next twelve months. At the year end, this amount totalled £21.4 million.

In addition to this, the Company has adopted a risk-based policy to hold specific cash buffers in respect of potential further liquidity requirements. These buffers include forecast operating costs, dividend payments, FX hedge settlements due (based on mark-to-market valuations), an allowance for emergency co-investment capital across the Portfolio, allowances for FX movements on undrawn non‑GBP commitments and amounts held against potential movements in the Company's FX hedging positions (calculated relative to notional amounts and contractual maturity). At the year end, these amounts totalled £82.4 million (31 December 2024: £87.5 million).

The net balance after taking account of all these considerations represents the funds available to the Company for further investment. As at the year end, this stood at £16.2 million (31 December 2024: £32.2 million). This has increased following the year end with receipt of the proceeds of the Calpine and Intersect disposals.

	£m1
Sources
Cash and equivalents	5.0
RCF	115.0
Total (A)	120.0
Commitments
Undrawn investment commitments	12.2
Remaining allocation under share buyback programme	9.2
Total (B)	21.4
Buffers
Operating costs	10.3
Dividends	20.4
Co‑investment buffers	23.6
FX buffers on undrawn investment commitments	1.7
FX hedging buffers	26.5
Total (C)	82.4
Available funds (= A - B - C)	16.2

1.     Totals do not match due to rounding.

Ongoing charges

The Company's ongoing charges figure is calculated in accordance with the Association of Investment Companies (AIC) recommended methodology and was 1.28% for the year to 31 December 2025 (year to 31 December 2024: 1.29%).

Foreign exchange impact

In order to limit the potential impact from material movements in major foreign exchange rates on non‑local currency investments, the Company has put in place a foreign exchange hedging programme. The aim of this programme is to reduce (rather than eliminate) the impact of movements in foreign exchange rates on the Company's NAV, and to this end, the Company has an internal policy to seek to limit its unhedged exposure to 25% of NAV at any time. Hedging is achieved through the execution of foreign exchange hedging contracts relative to the ongoing non-local currency investment exposure. This is subject to, inter alia, market liquidity and pricing for hedges, foreign exchange volatilities, the composition of the Company's portfolio and the Company's balance sheet.

The Company has entered into arrangements with seven hedging counterparties, all on an unsecured basis and subject only to margin calls if pre-specified credit limits are breached on an individual counterparty (not aggregate) basis. Furthermore, in line with the Investment Manager's risk policies, the Company has adopted a policy to maintain strict liquidity buffers in relation to these hedging positions to protect against extreme volatility‑driven margin requirements.

The depreciation of USD resulted in a negative foreign exchange movement in the year to 31 December 2025 of 0.9p per share (year to 31 December 2024: loss of 1.1p per share), which was offset by a gain on the hedging programme of 1.9p per share (year to 31 December 2024: gain of 1.1p per share).

Sensitivities

The Portfolio valuation is the largest component of the Company's NAV and is determined by valuations generally provided by the underlying investment Sponsors. These valuations are typically calculated on a discounted cash flow (DCF) basis, and are subject to a variety of underlying assumptions that are specific to the sector and characteristics of each Portfolio Company. The degree to which these long-term assumptions change or are adjusted has the potential to impact the Company's NAV. With this in mind, the Investment Manager regularly performs an analysis across the Portfolio to determine the Company's sensitivity to changes across key macroeconomic assumptions.

Discount rates

Discount rates are a measure of the relative risk of an investment and typically comprise a risk-free rate component along with a sector or project-specific equity risk premium, which is determined relative to specific project risks and benchmark transactions. In some cases, Sponsors use a WACC-based discount rate to derive an enterprise valuation which is then adjusted by net debt to give an equity value. The Company does not disclose individual discount rates but reports the Portfolio's aggregated WADR¹, which at the year end was 12.7% (31 December 2024: 13.6%).

Inflation

The extent to which a Portfolio Company's existing revenues and costs are expected to inflate, or escalate, also impacts valuations. The escalation of revenues and costs is often determined through contractual arrangements, with measures including direct pass-through of a local inflation measure, fixed escalators, inflation linkage subject to escalation caps and/or floors, or no indexation at all. Where revenues and/or costs are directly linked to inflation, any changes to the inflation assumptions determined by Sponsors will impact on valuations. Sponsors typically utilise external economic forecasts or central bank guidance for inflation assumptions. Where revenues or costs are not contracted, escalation is determined by pricing power and therefore requires a greater degree of judgement.

Interest rate

Interest rate assumptions impact valuations if a Portfolio Company has an element of unhedged debt or expects to draw down on floating rate borrowing facilities within its business plan. Where this is the case, Sponsors will usually update valuations to reflect the latest projections for long‑term interbank lending, swap or risk-free rates.

¹ Weighted average discount rate of 12.7% is based on the discount rate of each Portfolio Company investment at 31 December 2025, weighted on an investment fair value basis (excluding undrawn commitments) across all 14 investments, and adjusted for the component of Calpine relating to Constellation share consideration.

INCOME STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2025

		For the year ended 31 December 2025			For the year ended 31 December 2024
		Revenue	Capital	Total	Revenue	Capital	Total
	Note	£'000	£'000	£'000	£'000	£'000	£'000
Gain on investments at fair value through profit or loss1	10	-	48,645	48,645	-	43,200	43,200
Gains on financial instruments at fair value through profit or loss	13	-	8,852	8,852	-	5,721	5,721
Foreign exchange (losses)/gains on cash and non‑portfolio assets		-	(53)	(53)	-	264	264
Investment income	2	29,567	-	29,567	33,001	-	33,001
Investment management fees	3	(5,824)	-	(5,824)	(5,378)	-	(5,378)
Other expenses	4	(1,640)	(18)	(1,658)	(1,546)	-	(1,546)
Profit before financing and taxation		22,103	57,426	79,529	26,077	49,185	75,262
Finance income	5	428	-	428	488	-	488
Interest payable and similar expenses	6	(2,245)	-	(2,245)	(2,048)	-	(2,048)
Profit before taxation		20,286	57,426	77,712	24,517	49,185	73,702
Taxation	7	104	-	104	(1,576)	-	(1,576)
Profit for the year, being total comprehensive income for the year		20,390	57,426	77,816	22,941	49,185	72,126
Earnings per share - basic and diluted	8	4.35p	12.26p	16.61p	4.89p	10.48p	15.37p

1.     Includes foreign exchange movements on investments.

The Company does not have any income or expense that is not included in the return for the year; therefore, the return for the year is also the total comprehensive income for the year. The supplementary revenue and capital columns are prepared under guidance published in the Statement of Recommended Practice (SORP) issued by the AIC. The total column of the statement represents the Company's statement of total comprehensive income prepared in accordance with FRS 102.

All revenue and capital items in the above statement relate to continuing operations.

The notes on pages 110 to 127 in the annual report form part of these financial statements

STATEMENT OF CHANGES IN EQUITY

For the year ended 31 December 2025

				Capital
		Share	Share	redemption	Capital	Revenue
		capital	premium	reserve1	reserve1	reserve1	Total
Movement for the year ended 31 December 2025	Note	£'000	£'000	£'000	£'000	£'000	£'000
Balance at 1 January 2025		4,800	79,262	349,547	116,006	3,878	553,493
Dividends paid	9	-	-	(16,924)	-	(3,100)	(20,024)
Profit for the year		-	-	-	57,426	20,390	77,816
Closing equity shareholders' funds		4,800	79,262	332,623	173,432	21,168	611,285

Movement for the year ended 31 December 2024
Balance at 1 January 2024		4,800	79,262	362,357	66,821	(9,207)	504,033
Ordinary Shares bought back and held in treasury	16	-	-	(3,401)	-	-	(3,401)
Share buyback costs		-	-	(18)	-	-	(18)
Dividends paid	9	-	-	(9,391)	-	(9,856)	(19,247)
Profit for the year		-	-	-	49,185	22,941	72,126
Closing equity shareholders' funds		4,800	79,262	349,547	116,006	3,878	553,493

1.     The capital redemption reserve, capital reserve and revenue reserve are all the Company's distributable reserves. The capital redemption reserve arose from the cancellation of the Company's share premium account in 2022 and is a distributable reserve. The Company is also able to distribute realised gains from the capital reserve. As at 31 December 2025, there were £17.3 million reserves available for distribution from this reserve.

The notes on pages 110 to 127 in the annual report form part of these financial statements.

BALANCE SHEET

As at 31 December 2025

		31 December	31 December
		2025	2024
	Note	£'000	£'000
Fixed assets
Investments at fair value	10	607,753	531,684
Derivative financial instruments	13	1,275	-
Debtors	11	49	275
Current assets
Derivative financial instruments	13	3,022	4,688
Debtors	11	310	952
Cash and cash equivalents	12	4,996	23,778
		8,328	29,418
Creditors: amounts falling due within one year
Derivative financial instruments	13	(3,151)	(5,591)
Other creditors	14	(1,970)	(1,905)
		(5,121)	(7,496)
Net current assets		3,207	21,922
Total assets less current liabilities		612,284	553,881
Creditors: amounts falling due after one year
Derivative financial instruments	13	(999)	(388)
Net assets		611,285	553,493
Capital and reserves
Called-up share capital	16	4,800	4,800
Share premium	17	79,262	79,262
Capital redemption reserve	17	332,623	349,547
Capital reserve	17	173,432	116,006
Revenue reserve	17	21,168	3,878
Total equity shareholders' funds		611,285	553,493
NAV per Ordinary Share	18	130.4p	118.1p

The financial statements were approved by the Board of Pantheon Infrastructure Plc on 30 March 2026 and were authorised for issue by:

Patrick O'Donnell Bourke

Chair

Company Number: 13611678

The notes on pages 110 to 127 form part of these financial statements.

CASH FLOW STATEMENT

For the year ended 31 December 2025

	31 December	31 December
	2025	2024
	£'000	£'000
Cash flow from operating activities
Investment management fees paid	(5,725)	(5,261)
Operating expenses paid	(1,534)	(1,422)
Other cash payments	(186)	(163)
Finance income	442	553
Net cash outflow from operating activities	(7,003)	(6,293)
Cash flow from investing activities
Purchase of investments	(28,609)	(6,570)
Distributions from PIH LP	25,393	21,180
Distributions from investments	5,463	-
Derivative financial instruments gain on settlements	7,414	10,899
Net cash inflow from investing activities	9,661	25,509
Cash flow from financing activities
Share buyback costs	-	(3,624)
Dividends paid	(20,024)	(19,247)
Loan facility arrangement fee	(40)	(734)
Loan facility commitment fee	(1,127)	(1,438)
Loan facility drawn	13,000	3,000
Loan facility repaid	(13,000)	(3,000)
Finance costs	(196)	(20)
Net cash outflow from financing activities	(21,387)	(25,063)
Decrease in cash and cash equivalents in the year	(18,729)	(5,847)
Cash and cash equivalents at the beginning of the year	23,778	29,361
Foreign exchange (losses)/gains	(53)	264
Cash and cash equivalents at the end of the year	4,996	23,778

The notes on pages 110 to 127 in the annual report form part of these financial statements.

GLOSSARY

The Act

The Companies Act 2006.

AGM

Annual General Meeting.

AI

Artificial Intelligence.

AIC

The Association of Investment Companies.

AIC Code

The AIC Code of Corporate Governance.

AIF

Alternative Investment Fund.

AIFM

Alternative Investment Fund Manager.

AIFMD

Alternative Investment Fund Managers Directive.

Approved investment trust company

An approved investment trust company is a corporate UK tax resident which fulfils particular UK tax requirements and rules, which include that for the Company to undertake portfolio investment activity, it must aim to spread investment risk. In addition, the Company's shares must be listed on an approved stock exchange. The 'approved' status for an investment trust must be authorised by the UK tax authorities and its key benefit is that a portion of the profits of the Company, principally its capital profits, are not taxable in the UK.

AUM

Assets under management are the total market value of investments held under management by an individual or institution. When referring to Pantheon's AUM, this figure includes assets managed on a fully discretionary basis.

BTS

Build‑to‑suit.

Carried interest

Portion of realised investment gains payable to a Sponsor as a profit share.

Cloud

Cloud computing is the on-demand availability of computer system resources, especially data storage (cloud storage) and computing power, without direct active management by the user.

Co-investment

Direct shareholding in an investment by invitation alongside a Sponsor.

Commitment

The amount of capital that the Company agrees to contribute to an investment when and as called by the Sponsor.

Company

Pantheon Infrastructure Plc or 'PINT'.

DCF

Discounted cash flow.

Distributions to Paid-in Capital (DPI)

Ratio to show cash returned to PINT = Total distributions divided by total capital contributed.

EDCI

ESG Data Convergence Initiative.

ERCOT

The Electric Reliability Council of Texas.

ESG

Environmental, Social and Governance.

Exit

Realisation of an investment, usually through trade sale, sale by public offering (including IPO) or sale to a financial buyer.

FTTB

Fibre-to-the-building.

FTTH

Fibre-to-the-home.

FTTP

Fibre-to-the-premises.

Funds under management

Funds under management include both assets under management and assets under advisory (assets managed on a non‑discretionary basis and/or advisory basis).

GHG

Greenhouse gas.

GIRAC

Pantheon's Global Infrastructure and Real Assets Committee.

Initial public offering (IPO)

The first offering by a company of its own shares to the public on a regulated stock exchange.

Investment Manager

Pantheon Ventures (UK) LLP.

Investment thesis

Pantheon's final stage of approval for infrastructure co-investments.

IPEV

International Private Equity and Venture Capital.

IRR

Internal rate of return is the annual rate of growth that an investment is expected to generate over its life.

ISP

Internet Service Providers.

ISSB

International Sustainability Standards Board.

Multiple of invested capital (MOIC or cost multiple)

A common measure of private equity performance, MOIC is calculated by dividing a fund's cumulative distributions and residual value by the paid‑in capital.

NAV Total Return

This is expressed as a percentage. It is calculated as the total return as shown in the Income statement, as a percentage of the opening

NAV.

NBI

National Broadband Ireland.

Net asset value (NAV)

Amount by which the value of assets of a company exceeds its liabilities.

OECD

The Organisation for Economic Co-operation and Development.

PIH GP

Pantheon Infrastructure Holdings GP LLC.

PIH LP

Pantheon Infrastructure Holdings LP.

PMDR

Private Markets Decarbonisation Roadmap.

Portfolio Company

A company that PINT invests in. These portfolio companies in turn own and operate infrastructure assets.

PPA

Power Purchase Agreement.

Primaries

Commitments made to private equity funds at the time such funds are formed.

RBSI

Royal Bank of Scotland.

RCF

Revolving credit facility.

SBTi

Science Based Targets initiative.

Secondaries

Purchase of existing private equity fund or company interests and commitments from an investor seeking liquidity in such funds or companies.

SFDR

Sustainable Finance Disclosure Regulation.

Sponsor or general partner

The entity managing a private equity fund that has been established as a limited partnership.

TCFD

Task Force on Climate-related Financial Disclosures.

TNFD

Taskforce on Nature-related Financial Disclosures.

Total return

This is expressed as a percentage. The denominator is the opening NAV, net of the final dividend for the previous year, and adjusted (on a time-weighted average basis) to take into account any equity capital raised or capital returned in the year. The numerator is total NAV growth and dividends paid. Dividends are assumed to be reinvested.

Total shareholder return

Return based on dividends paid plus share price movement in the period, divided by the opening share price.

WADR

Weighted average discount rate based on each investment's relative proportion of Portfolio valuation.

DIRECTORS AND ADVISERS

Directors

Patrick O'Donnell Bourke (Chair)

Anne Baldock

Anthony Bickerstaff

Andrea Finegan

Sapna Shah

Investment Manager

Pantheon Ventures (UK) LLP

Authorised and regulated by the FCA

10 Finsbury Square

4th Floor

London

EC2A 1AF

Email: [e-mail]

PINT website: www.pantheoninfrastructure.com

Pantheon website: www.pantheon.com

Secretary and registered office

MUFG Corporate Governance Limited

19th Floor

Lime Street

London

EC3M 7DQ

Telephone: [phone]

Auditor

Ernst & Young LLP

25 Churchill Place

London

E14 5EY

PR adviser

Lansons Communications Holdings Limited

24a St John Street

London

EC1M 4AY

Broker

Investec Bank plc

30 Gresham Street

London

EC2V 7QP

Depositary

BNP Paribas, London Branch

10 Harewood Avenue

London

NW16 6AA

Registrar

MUFG Corporate Markets

10th Floor

Central Square

29 Wellington Street

Leeds

LS1 4DL

Solicitors

Hogan Lovells International LLP

Atlantic House

Holborn Viaduct

London

EC1A 2FG

Disclosure 1 - Investments

The annual report provides information about certain investments made by PINT. It should NOT be regarded as a recommendation. Pantheon makes no representation or forecast about the performance, profitability or success of such investments. You should not assume that future investments will be profitable or will equal the performance of past recommendations. The statements made reflect the views and opinions of Pantheon as of the date of the investment analysis.

FURTHER INFORMATION

PINT's Annual Report and Accounts for the year ended 31 December 2025 will be available today on www.pantheoninfrastructure.com

Shortly, it will also be submitted in full unedited text to the Financial Conduct Authority's National Storage Mechanism and will be available for inspection at data.fca.org.uk/#/nsm/nationalstoragemechanism in accordance with DTR 6.3.5(1A) of the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on this announcement (or any other website) is incorporated into, or forms part of, this announcement.

ENDS

 

END