Annual Financial Report and Notice of AGM

Pantheon International PLC

04 August 2026

 

For immediate release

The information contained in this announcement is restricted and is not for publication, release or distribution in the United States of America, Canada, Australia (other than to persons who are both wholesale clients and professional or sophisticated investors in Australia), Japan, the Republic of South Africa or any other jurisdiction where its release, publication or distribution is or may be unlawful.

PANTHEON INTERNATIONAL PLC

ANNUAL REPORT & ACCOUNTS FOR THE TWELVE MONTHS ENDED 31 MAY 2026

The full Annual Report and Accounts can be accessed via the Company's website at www.pantheon-international.com or by contacting the Company Secretary by telephone on [phone].

Pantheon International Plc

(the "Company" or "PIN")

Pantheon International Plc, a FTSE 250 investment trust that provides access to an actively-managed global and diversified portfolio of private equity-backed companies, today publishes its Annual Report and Accounts for the twelve months ended 31 May 2026.

Performance metrics

·      During the year to 31 May 2026, PIN's net asset value ("NAV") increased by 4.3%.

o  Modest underlying valuation gains and investment income contributed 3.8% to NAV growth while modestly positive currency movements added 0.7%.

o  PIN invested £118m in share buybacks, which added 2.2% to the NAV total return.

·      The discount, narrowed meaningfully from 40% at the end of May 2025 to 21% at the end of May 2026.

·      Share price performance was strong during the financial year, increasing by 37.5% and outperforming the MSCI World Total Return and FTSE All-Share indices which increased by 28.0% and 21.6% respectively over the same period.

Commenting on the full year, Tony Morgan, Chair of Pantheon International Plc, said: "I am pleased that 2026 has been a year of resilient performance for PIN, against a challenging macroeconomic backdrop for private equity. We have also made significant progress executing our strategic agenda including (i) taking advantage of the secondary market to sell assets, (ii) substantially reducing the number of managers in PIN's portfolio, (iii) reducing our cost base, and (iv) returning a significant amount of capital to shareholders. We are grateful to all our shareholders for their continued support and engagement and look forward to keeping you updated on our progress."

Commenting, Charlotte Morris, Partner at Pantheon and Lead Manager of PIN, said: "While there have been significant challenges in recent years, we continue to believe that the fundamental drivers of our investment thesis remain strong. These include the desire of companies to stay private for longer and the shrinking of public markets. As a result, it is becoming more difficult for many investors to access privately-owned companies backed by top tier sponsors. PIN offers a solution. Our aim is to provide straightforward access to a global, diversified portfolio of high-quality private companies to investors of all types and sizes. We will continue to look for ways in which we can improve the outcomes for PIN and its shareholders."

Annualised performance as at 31 May 2026

	1 yr	3 yrs	5 yrs	10 yrs	Since inception*
NAV per share (stated net of fees)	4.3%	3.9%	8.5%	11.5%	11.4%
Ordinary share price	37.5%	14.4%	8.4%	12.1%	10.9%
FTSE All-Share, Total Return	21.6%	15.4%	10.8%	8.9%	8.0%
MSCI World, Total Return (Sterling)	28.0%	19.0%	13.7%	14.5%	9.1%

^* Inception in September 1987.

NAV per share vs. market performance

	1 yr	3 yrs	5 yrs	10 yrs	Since inception
Versus FTSE All-Share, Total Return	-17.3%	-11.5%	-2.3%	+2.6%	+3.4%
Versus MSCI World, Total Return (Sterling)	-23.7%	-15.1%	-5.2%	-3.0%	+2.3%

Share price vs. market performance

	1 yr	3 yrs	5 yrs	10 yrs	Since inception
Versus FTSE All-Share, Total Return	+15.9%	-1.0%	-2.4%	+3.2%	+2.9%
Versus MSCI World, Total Return (Sterling)	+9.5%	-4.6%	-5.3%	-2.4%	+1.8%

Strong execution of our strategic agenda

This year, we took several actions to improve PIN's portfolio performance and reduce the discount to NAV. There have already been some notable achievements:

·      Becoming an active seller of assets

o  In May, PIN announced a targeted portfolio sale in the secondary market at a blended discount of 8.1% to the reference date NAV, which generated net proceeds of £224m and equated to 10.7% of PIN's NAV as at 31 March 2026.

o  Of those proceeds, £180m has been allocated to share buybacks, enhancing shareholder value.

o  The strategic sale enabled us to generate incremental cash flow and to accelerate the rebalancing of our portfolio to focus on fewer private equity managers with deep sector expertise, differentiated origination capabilities and proven track records of value creation at the operating company level.

·      Proactively allocating capital

o  A Distribution Pool ("Pool") has been established with an initial commitment of £60m. The amount committed to the Pool will increase by 20% of monthly gross distributions received from PIN's portfolio.

o  The Pool stood at £199.9m at 31 May 2026 and is available to be used at the Board's discretion to return capital to investors through share buybacks or other distributions.

o  As at 31 May 2026, PIN has returned c.£400m to shareholders since FY2022. Following the completion of the additional buyback commitment announced in May, we expect to have returned c.£580m in total since that date.

·      Refocusing our investment strategy

o  Our strategy is to invest in, and alongside, leading private equity managers globally and to deploy capital more consistently through the economic cycle.

o  We are refocusing on c.25 core private equity managers, a substantial reduction from the c.90 relationships as at the end of November 2025.

o  Since 30 November 2025, the number of managers has reduced by 32% to 62 managers, representing a significant step forward in delivering the refocused strategy.

·      Reducing our cost base

o  We have negotiated a new management fee arrangement with Pantheon, PIN's manager. From 1 June 2026, the management fee, which we believe is simpler, more streamlined and cost competitive, will be calculated at a flat rate of 1% of the Company's net asset value and there will be no fee payable on undrawn commitments.

o  By way of illustration, had the new arrangement been in place during the Company's FY2025, these changes would have resulted in a 19% (or £5.3m) reduction in the management fee payable.

o  PIN has also renegotiated the fees payable on its credit facility resulting in savings of c.£1m per annum.

Cash generative portfolio

·      The distribution rate was 16%, a significant increase from the unprecedented low of 8% in FY2024.

·      PIN generated net portfolio cash flow of £214.9m during the year to 31 May 2026.

·      PIN's portfolio has been consistently cash generative and over the last 10 years has produced a total of £1.6bn of net cash.

Prudent financial position

·      During the period, PIN refinanced and extended the tenor of its £400m revolving credit facility by another year to October 2029 on improved commercial terms.

·      As at 31 May 2026, PIN had £112m drawn down under its £400m credit facility and £111m of sterling-equivalent loan notes outstanding.

·      Taken in conjunction with PIN's net available cash of £25m, PIN had a prudent net debt position of 9.2% at the period end.

·      PIN's financing cover as at 31 May 2026 was 4.5x and the undrawn coverage ratio was comfortable at 92%.

Videos & Capital Markets Event

Videos of the Chair discussing an active period for the Company and of the Pantheon team discussing PIN's full-year results are available on PIN's website at www.pantheon-international.com.

On 17 September 2026, PIN will be hosting a Capital Markets Afternoon for analysts and institutional investors at the London Stock Exchange. If you would like to attend, please contact the Pantheon team at [e-mail].

LEI: 2138001B3CE5S5PEE928

For more information please contact:

Pantheon
Charlotte Morris / Vicki Bradley	[phone] [e-mail]
Investec Bank plc	[phone]
Joint Corporate Broker Tom Skinner (Corporate Broking) Lucy Lewis (Corporate Finance)
J.P. Morgan Cazenove	[phone]
Joint Corporate Broker William Simmonds (Corporate Finance) Rupert Budge (Corporate Finance)
Burson Buchanan	[phone]
Henry Wilson Helen Tarbet Nick Croysdill	[e-mail] [e-mail] [e-mail]

Follow PIN on LinkedIn: https://www.linkedin.com/company/pantheon-international-plc

Important Information

A copy of this announcement will be available on the Company's website at www.pantheon-international.com Neither the content of the Company's website, nor the content on any website accessible from hyperlinks on its website for any other website, is incorporated into, or forms part of, this announcement nor, unless previously published by means of a recognised information service, should any such content be relied upon in reaching a decision as to whether or not to acquire, continue to hold, or dispose of, securities in the Company.

PANTHEON INTERNATIONAL PLC

ANNUAL REPORT AND ACCOUNTS AND NOTICE OF ANNUAL GENERAL MEETING

Pantheon International Plc (the "Company" or "PIN") announces its annual results for the year ended 31 May 2026 and the publication of its annual report and accounts for the same period.

The Company's Annual General Meeting ("AGM") will be held at 10-11 Carlton House Terrace, London, SW1Y 5AH at 10.30 a.m. on Wednesday, 14 October 2026. A separate circular containing the AGM notice will be published and made available on the Company's website and the National Storage Mechanism.

ABOUT PIN

A share in PIN provides access to a high-quality, diversified and global portfolio of private equity-backed companies that would otherwise be inaccessible to many investors. Shares in PIN can be bought and sold like any other listed company.

PIN is actively managed by Pantheon, one of the leading private markets investment managers globally. Through its access to Pantheon's private equity platform and deep industry connections, PIN is able to build a global portfolio of resilient and growing private companies. It does this through a combination of primary investments into access-constrained private equity funds and investing directly into companies, which are backed by leading private equity managers.

PIN is overseen by an independent Board of Directors who have a diverse range of skills, expertise and backgrounds, including significant private equity experience.

FINANCIAL AND PERFORMANCE HIGHLIGHTS

The year to 2026 performance at a glance

Key metrics

£2.1bn
Net asset value ("NAV")

£1.7bn
Market capitalisation

517.9p
NAV per share

+4.3%
NAV per share growth in the year

+37.5%
Share price change in the year

c.£580m
Committed to share buybacks since FY2022

+11.4%
Annualised NAV per share growth since 1987 (net of fees)

+10.9%
Annualised share price return since 1987

1.39%¹
Association of Investment Companies ("AIC") ongoing charges

¹ Ongoing charges are calculated based on the AIC definition. Including financing costs, PIN's total ongoing charges would be 2.24%. See the Alternative Performance Measures section in the full Annual Report and Accounts for calculations and disclosures.

PIN's aim is to maximise capital growth over the long term.

PIN's NAV per share grew by +4.3% to 517.9p for the year ended 31 May 2026. Private equity is a long-term asset class and PIN's NAV per share growth since inception continues to outperform both of its public benchmark indices. While near-term performance has been more challenging, following a review of strategy and performance, we have put in place a number of measures that are designed to improve PIN's NAV performance over the medium term. See the Chair's Statement and the Manager's Review in the full Annual Report and Accounts for more information.

PIN's share price performance during the year to 31 May 2026 was strong, increasing by 37.5% and outperforming the MSCI World Total Return (Sterling) and FTSE All-Share Total Return indices, which increased by 28.0% and 21.6% respectively.

Annualised performance as at 31 May 2026

	1yr	3yrs	5yrs	10yrs	Since inception1
NAV per share	4.3%	3.9%	8.5%	11.5%	11.4%
Ordinary share price	37.5%	14.4%	8.4%	12.1%	10.9%
FTSE All-Share Total Return	21.6%	15.4%	10.8%	8.9%	8.0%
MSCI World Total Return (Sterling)	28.0%	19.0%	13.7%	14.5%	9.1%
NAV per share relative performance	1 yr	3 yrs	5 yrs	10 yrs	Since inception1
Versus FTSE All-Share Total Return	-17.3%	-11.5%	-2.3%	+2.6%	+3.4%
Versus MSCI World Total Return (Sterling)	-23.7%	-15.1%	-5.2%	-3.0%	+2.3%
Share price relative performance	1 yr	3 yrs	5 yrs	10 yrs	Since inception1
Versus FTSE All-Share Total Return	+15.9%	-1.0%	-2.4%	+3.2%	+2.9%
Versus MSCI World Total Return (Sterling)	+9.5%	-4.6%	-5.3%	-2.4%	+1.8%

¹ Inception in September 1987.

CHAIR'S STATEMENT

Continued Focus on Performance Improvement

"2026 has seen significant progress implementing our new strategic agenda"

Against a challenging macroeconomic backdrop for private equity, I am pleased to report that 2026 has been a year of resilient performance and significant progress implementing our new strategic agenda.

Notable achievements include:

1)  Becoming an active seller of assets: In May 2026, PIN announced a targeted portfolio sale in the secondary market, generating net proceeds of £224m (approximately 10.7% of NAV) at a blended discount of 8.1% to the reference date NAV;

2)  Proactively allocating capital: Following the portfolio sale, PIN committed an additional £180m to fund share buybacks. Including this amount, we expect to have returned c.£580m in total since 2022¹;

3)  Refocusing our investment strategy: Since 30 November 2025, PIN has reduced the number of underlying private equity managers by 32%. This is a significant step forward in refocusing the portfolio on c.25 core managers; and

4)  Reducing our cost base: PIN has renegotiated the fees paid to the Company's Manager², resulting in a significant saving of over £5m (19%) a year for shareholders based on FY2025 figures. PIN has also renegotiated the fees payable on its credit facility, resulting in savings of c.£1m per annum.

The Board remains confident that the ongoing strategic changes at PIN will lead to meaningful improvements over time and enhance shareholder outcomes.

An improving results picture but more to do

After a difficult few years for performance, I am encouraged by some of the recent progress we have seen. For the 12-month period ended 31 May 2026, the Net Asset Value ("NAV") of PIN was £2.1bn, resulting in a NAV per share of 517.9p.

While recent performance has started to show signs of improvement, we were still disappointed with the NAV per share total return of +4.3% for the 12-month period ended 31 May 2026. However, the share price performed strongly with a total return of +37.5%, comfortably beating our benchmarks. While there is more work to be done, I was pleased to see the discount narrow significantly from 40% to 21%.

When you invest in PIN, you gain access to a highly diversified portfolio of global private equity investments that we believe offers investors a defensive growth portfolio capable of outperforming public markets over the long term. This model has been challenged in recent years. While our longer-term performance has been solid, having delivered an annualised 8.5% NAV per share growth over five years and 11.5% over ten years, in recent years it has not been able to keep pace with the rise in the global indices driven predominantly by a concentrated group of US technology mega-cap stocks.

Weaker returns since 2022 have been a drag on our long-term performance. Consistent with many of our listed private equity peers, we have experienced low-mid single digit NAV per share growth per annum over that timeframe - significantly below the c.15% annualised growth experienced in the previous ten-year period. The combination of rising interest rates and global macro volatility has proved a major headwind, with private equity portfolio companies having to navigate a higher operating and financing cost environment. The 2021-22 private equity vintages have also proved to be structurally weaker performers to date, with many deals consummated in the lower interest rate environment - it will take time for performance of these vintages to come through.

Private equity exits have also been subdued since 2022, resulting in low distribution levels of 8% to 12% between FY2023 and FY2025, versus the ten-year average of 19% of NAV per annum. The subdued exit environment has been another headwind to NAV performance as realisations tend to be achieved at a premium to carrying value. Over the last ten years, realisations have been achieved at an average 28% premium to carrying value.

Becoming an active seller of assets

The secondary market for private equity assets has seen remarkable growth over the last decade, from a relatively niche market for distressed investors selling fund interests to over US$226bn³ of transaction volumes today. This growth underscores the important role these transactions can play in portfolio management, as both private equity managers and their investors use the market to generate liquidity at different points in the cycle. The evolution of this market presents PIN with the opportunity to (i) pursue new investments in Fund Secondaries and Manager-led Secondaries, and (ii) actively manage its portfolio by divesting assets in a secondary sale to other investors.

In May 2026, we were pleased to take advantage of the secondary market and announce a portfolio sale of 42 fund positions, equating to 10.7% of the Company's NAV at 31 March 2026. The strategic sale enabled us to (i) accelerate the rebalancing of our portfolio to focus on fewer private equity managers and (ii) generate incremental cash flow at a time in the cycle when distributions have been relatively muted. This cash provides liquidity to recycle into new investments and share buybacks.

The sale was the outcome of a six-month competitive process that attracted considerable interest from multiple high-quality bidders. The sale completed in June 2026, generated net proceeds of £224m and was concluded at a discount of 8.1%⁴ to the sale process reference date of 30 June 2025.

Proactively allocating capital

In October 2025, the Board introduced a new capital allocation policy following feedback from shareholders. We have established a Distribution Pool (Pool") with an initial commitment of £60m. In addition, 20% of monthly gross distributions from the PIN portfolio will be committed to the Pool going forward. It is also our intention to top up the Pool when we receive proceeds from secondary asset sales - we were pleased to announce in May the addition of at least £180m to the Pool from the portfolio sale.

The Pool is available to be used at the Board's discretion to return capital to investors through share buybacks or other distributions. The level of buybacks will be based on the share price discount, albeit always being mindful that we need to reinvest to deliver long-term NAV growth, and that our gearing level remains appropriate.

We believe this new approach is simple to implement and more transparent to shareholders. It is designed to increase share liquidity, support the share price and potentially reduce the discount and share price volatility. The Board also views the opportunity to invest capital into the PIN portfolio at a discount to NAV through buybacks as a highly attractive investment opportunity and an appropriate use of shareholder funds.

At 31 May 2026, the Pool stood at £199.9m. We have been active in the market during the financial year, buying back shares equivalent to £118.4m. The net effect was a 11.1p, or 2.2%, accretion to NAV per share. Since the period end, the Distribution Pool has decreased to £140.5m, having bought back shares equivalent to £63.9m.

The Board continues to recognise that buybacks and distributions remain an important tool for shareholder value creation, especially when the share price discount is wide. This is one of the key reasons we will have bought back nearly £580m of shares since FY2022, including the recently announced £180m additional commitment.

Refocusing our investment strategy

As announced in our interims, following detailed strategic analysis we continue to believe that private equity remains an attractive asset class. We also believe that simply investing in private equity is not enough - sustainable outperformance comes from investing into and alongside leading private equity fund managers that can deliver consistent first and second quartile performance.

As part of the ongoing review, Pantheon has refreshed the analysis of its roster of primary relationships to identify which managers have performed strongly during the recent period of increased volatility and hold periods, are aligned with our approach and offer a differentiated proposition. This has resulted in a refocus to c.25 core managers, a significant reduction from the 90 managers in the portfolio at 30 November 2025.

The recent portfolio sale provided an opportunity to accelerate the portfolio's rotation away from non-core managers. Out of the 28 managers included in the sale, 24 were non-core. The number of managers has reduced by 32% since 30 November 2025 from ~90 to 62, representing a significant step forward in delivering the new strategy.

Consistently investing capital through the cycle

We believe it is important to strike the right balance between providing liquidity to shareholders, while at the same time ensuring continued exposure to a diverse and global portfolio of fast-growing private companies. Alongside the significant amount of capital allocated to buybacks during the year, we were pleased to make 16 new investments, committing approximately £170m across funds, Co-investments and Secondaries.

Consistent investment pacing remains crucial in driving medium- to long-term investment performance, to diversify vintage exposure and refresh the portfolio. Private equity portfolio companies tend to deliver outsized returns early in their ownership period as strategic changes are implemented. Conversely, older tail-end assets tend to be a drag on overall performance. These new commitments should provide the engine to drive future returns.

The recent portfolio sale was comprised entirely of fund positions as they have the greatest liquidity - the sale will result in a reduction in our fund exposures from 47% to 42%.  PIN's aim is to rebalance the portfolio through new investments to an equal weighting of funds and direct investments over time.

Reducing our cost base

We know that being cost competitive is an important consideration for our shareholders. Consequently, we have renegotiated the management fee agreement to ensure the services provided to PIN and the associated costs are fair and competitive with benchmarks.

The simplified fee agreement will deliver a significant reduction in Management fees. From 1 June 2026, the fee will be calculated at the end of each month as 1% of NAV. These changes, had they been in place during FY2026 would have resulted in a saving of 19% (or £5.3m).

Managing our balance sheet

We continue to take a prudent approach to gearing in line with the expectations of our shareholders. We are also conscious that the macroeconomic and geopolitical environment remains volatile, so it is paramount that we maintain balance sheet flexibility to deal with unexpected events. With that in mind, we have continued our programme of new investments and buybacks while keeping net debt as a percentage of NAV on 31 May 2026 at 9.2% - a slight increase on the 2025 year-end figure of 8.7%. At period end, we had drawn £112m of the £400m revolving credit facility, with £111m of private placement loan notes outstanding. Our net debt to NAV ratio is lower than the relevant peer group simple average of 9.8%. With our end of period net cash balance of £25.2m, this provides a prudent cover of 4.5x relative to undrawn commitments for funds within their investment periods.

The facility has been extended by one year (maturing in October 2029) and we were able to take advantage of an improving interest rate environment to lower our borrowing costs by 30bps and loan commitment fees by 15bps, resulting in average savings of c.£1m per annum based on PIN's expected loan facility utilisation.

PIN offers a proven structure to access private equity

There has been a lot of discussion about the growth in open-ended "evergreen" structures for investors to access private equity. While these structures have their own merits, the Board continues to believe that the investment trust is the most effective structure for many investors wishing to gain access to a global portfolio of private companies. In particular, individual investors are often locked out of investing in evergreen structures given the stringent eligibility criteria. As evidenced by a number of recent high-profile situations, evergreen structures only offer periodic liquidity windows, or can even be gated, resulting in time periods where investors are not able to access their capital. Conversely, shareholders of investment trusts have the flexibility to buy and sell shares when they choose.

Another important characteristic of an investment trust is the presence of an independent Board that provides strong governance and ensures the Manager acts in the best interests of shareholders. Investment trusts have been in existence for a very long time (in PIN's case for nearly 40 years), have weathered many cycles and are a well proven vehicle to hold private equity assets. We believe strongly in the relevance of this trust, both now and for the long term.

Outlook and prospects

After a difficult few years, the private equity market has recently started to see some green shoots of recovery, albeit we note the war in the Middle East and recent market volatility in the technology sector driven by concerns around the impact of AI, have brought significant uncertainty to that recovery.

A key metric we track is the level of portfolio distributions, as this provides the cash flows needed to deploy into both new opportunities and share buybacks. I am pleased to report we have seen distribution levels increase from the near unprecedented lows of 8% in FY2024 to 16% in the last 12 months - albeit still below the long-term level of 19%. During the year, portfolio exits were realised at an average uplift of 18% of carrying value.

As a Board, we remain confident about the attractiveness of private equity as a long-term asset class. We are also cognisant that the private equity industry itself is evolving rapidly as it matures. In its 2026 private equity report, Bain & Company⁵ refer to the industry being at an inflection point with (i) private equity firms poised to succeed being those who can demonstrate consistent alpha generation and (ii) "bread and butter" generalist firms with no distinct advantage being left behind. The Board agrees with Bain's assessment, which is why we believe that continued strategic agility is a necessity to deliver future outperformance.

We are encouraged that PIN has demonstrated resilient performance this year, against a backdrop of significant macroeconomic and geopolitical volatility. We believe the portfolio remains well positioned for a market rebound - it is highly diversified, conservatively managed, has significant embedded value and is predominantly composed of profitable, high-growth businesses in attractive sectors.

We remain confident in the future for PIN and believe that the share price fundamentally undervalues the strong performance over decades, the quality and resilience of the underlying portfolio and the many exciting opportunities for value creation. 

We are grateful to all our shareholders for their support and engagement. We are keenly focused on the performance improvement task at hand, and I look forward to keeping you updated on our progress.

Tony Morgan

Chair

3 August 2026

¹ Since 2022, PIN has returned c.£400m (as at 31 May 2026) to shareholders.
² Effective from 1 June 2026.
³ Evercore Private Capital Advisory, 2025 Secondary Market Highlights, January 2026.
⁴ If the net proceeds were compared against the valuations as at 31 March 2026 and inclusive of fees, FX and other costs incurred, then the portfolio sale discount to NAV would be approximately 13-15%.
⁵ Bain & Company Global Private Equity Report 2026.

MANAGER'S REVIEW

ACTIVE MANAGEMENT IN AN EVER-CHANGING WORLD

Charlotte Morris, Pantheon Partner and Lead Manager of PIN, discusses a busy year for PIN and how the private equity industry is responding to the ongoing macroeconomic and geopolitical challenges.

The geopolitical upheaval that has characterised the last few years, resulting in trade tensions and military conflicts, has continued into 2026. The war in the Middle East has exacerbated concerns about energy sources and security as well as the impact on supply chains. There has been fiscal deterioration in the global economy with growing debt balances and unsustainable deficit spending. The start of 2026 also saw public markets being shaken by the perceived threat of AI to software companies in particular, and to jobs. We now find ourselves living in a world of high uncertainty, inflationary pressures and low consumer confidence.

Private equity is not immune to this backdrop and, starting in 2022, the industry has experienced one of the most significant macro resets in decades. As a result, while private equity has generated attractive returns over the long term, a sustained period of low exit activity and distributions has led to disappointing performance in recent years. It is difficult to quantify the impact of the constantly changing events on PIN's portfolio but for companies with physical supply chains, it can result in margin volatility that is difficult to hedge and also uncertain tariff regimes can drive delays in capex decisions. In addition, the question of whether companies can raise prices has become central to how value will be created in a way that it perhaps was not before. Many of these global events are not one-off shocks but are the new operating environment. As a result, the backdrop to investing and managing portfolio companies has changed. In this environment, our private equity managers must be flexible, adaptable and ready to react to situations that they cannot predict. They must contend with the possibility that investments may be held for longer and strategies reliant on high leverage may not be repeatable and they need to differentiate their playbook. The industry has reset valuation expectations, leverage structures and underwriting discipline, which we believe creates a more favourable entry environment going forward. When constructing PIN's portfolio, we are looking for those managers who have the ability to navigate choppy waters and can identify the opportunities that arise from market dislocation and periods of uncertainty.

At the end of the first half of 2025, our observation was that any clarity around tariffs could result in a meaningful pickup in private equity deal volumes, and that was what transpired - volumes reached the second highest year on record, albeit this was mainly driven by large transactions¹. However, fundraising was down for a second year in a row as investors continued to be impacted by weaker distributions. Nevertheless, exit activity has improved modestly and we have seen this reflected in PIN's portfolio as well. The annualised distribution rate at 31 May 2026 was 16%, which compares with 12% as at 31 May 2025. The annualised call rate was 26% (31 May 2025: 20%), however this includes drawdowns by Pantheon Secondary Opportunity Funds I and II, excluding which the call rate would be 21%. PIN has continued its track record of being cash-generative, generating a cash flow of £215m during the year. This is an increase from the £131m of cash flow generated in the prior year. PIN's portfolio has been consistently net cash flow positive and over the last ten years has produced a total of £1.6bn of net cash.

Notwithstanding the challenges, we continue to believe that the fundamental drivers of private equity remain strong. These include the desire of companies to stay private for longer, public markets shrinking and certain sectors and sizes of companies being harder to access through public markets. While in recent years the private equity market has struggled to keep up with the public markets, whose performance has been driven primarily by the "Magnificent 7"² stocks in the USA, our view is that the best private equity managers who take a "hands on" approach to managing their portfolio companies still have the credentials to outperform the public markets in the years to come.

PIN's NAV and share price performance during the period

In line with the wider private equity market and its listed private equity peers, PIN's NAV performance has continued to be muted during the period, increasing by 4.3%. The secondary asset sale, which we announced in May, impacted the NAV for this period by -1.2%, excluding FX; however, this sale was a key component of implementing our enhanced investment focus and resetting the portfolio. Modest underlying valuation gains (+2.7%), investment income (+1.1%) and NAV-accretive share buybacks (+2.2%) contributed to NAV growth, while the impact from foreign exchange movements (PIN's unhedged portfolio is predominantly US$-denominated) was modestly positive (+0.7%). Expenses and taxes were -2.4% during the financial year.

PIN's share price performance has been strong during the period, increasing by 37.5% and outperforming the MSCI World Total Return (Sterling) and the FTSE All-Share Total Return indices, which increased by 28.0% and 21.6% respectively. The discount narrowed meaningfully from 40% to 21% during the financial year.

While there are macroeconomic and political events that are out of our control, we are not relying on a market recovery to deliver the attractive long-term returns that PIN's shareholders expect from a private equity portfolio. In September 2025, the Company announced a number of actions which are designed to improve PIN's performance over the medium to long term. In the period since then, we have made significant progress in implementing these initiatives, as discussed below.

Becoming an active seller of assets

As announced in September 2025, we and the Board have committed to making more use of the secondary market to optimise PIN's portfolio. In May 2026, we announced a targeted portfolio sale in the secondary market, which generated proceeds of £224m. The portfolio received a significant amount of interest from high-quality buyers that are active and well-known in the private equity secondary market. The winning all-cash bid represented an 8.1% discount to the sales process reference date of 30 June 2025 and equated to 10.7% of the Company's NAV as at 31 March 2026. The portfolio sale comprised 42 fund positions across 28 private equity managers and did not include any of the Company's direct investments (Co-investments and Manager-led Secondaries) as the private equity secondary market is more limited for those types of assets.

Periodic asset disposals through the cycle support our active portfolio management approach and allow us to rotate capital from those assets that we view as having limited upside into fresh investments as well as providing additional liquidity for share buybacks. The targeted portfolio sale also allowed us to accelerate our strategy of reducing the number of underlying managers in PIN's portfolio. It is important to note that the sales process in the private equity secondary market differs significantly from that of the public markets. For example, the process often takes several months to complete and there are points at which the sale may become delayed or blocked by the private equity manager(s) whose fund positions are being sold - they always retain control over who can invest in their funds and assets. See "Spotlight on the Private Equity Secondary Market" in the full Annual Report for more information on how this specialised part of the private equity market operates.

The proceeds from the sale have been received and the Board has committed to at least 80% of the net proceeds (c.£180m) being used for share buybacks to enhance shareholder value and liquidity. Refer to financial note 26 in the full Annual Report and Accounts for further details.

Proactively allocating capital

The Board remains committed to buying back shares while the share price discount to NAV is wide to capture value for shareholders. PIN has established a Distribution Pool with an initial commitment of £60m. The amount committed to the Pool increases by 20% of monthly gross distributions received from PIN's portfolio. The Pool is available to be used at the Board's discretion to return capital to investors through share buybacks or other distributions. See the chart below for movements within the Distribution Pool during the period; this also includes the £180m proceeds from the portfolio sale that have been allocated to share buybacks.

In addition to investing £118m in share buybacks during the financial year, PIN invested £227m in capital calls and direct investments. PIN committed £97m to seven primary funds during the year; as this capital will be drawn down over time, there was no cash outlay at the time of commitment. In addition, PIN committed £35m to three Manager-led Secondaries and £37m to six Co-investments, of which £50m was funded with cash at completion. This £50m is included in the total investment of £227m made during the financial year.

While share buybacks undoubtedly offer compelling value at the present time, we believe that a mix of new investments and share buybacks, rather than exclusively one or the other, is key to maintaining exposure to a diverse and global portfolio of fast-growing companies that can generate attractive returns for shareholders over the long term. In our view, it is essential to continue investing through the cycle and refresh the portfolio. A sustained period with no new investments can create distortions to portfolio composition, whereas consistent deployment avoids the clustering of capital in periods of inflated multiples and abundant leverage, smooths vintage year risk and increases the probability of accessing the attractive returns that can arise from a market dislocation.

Our experience of investing in private equity for more than 40 years has shown that investments grow faster in the early years - typically within the first four to five years of investment. The implications of this are that without reinvestment, returns are likely to diminish over time from the double-digit growth that PIN has delivered historically to low-to-mid single digit growth. In other words, directing all proceeds to buybacks is likely to erode future NAV growth. To sustain NAV growth in line with its ten year average of c.12%, PIN's portfolio will need to be refreshed through consistent deployment into new investments and an active asset sale programme to mitigate the performance drag from tail-end positions.

As at 31 May 2026, the weighted average age of PIN's portfolio was 5.7 years. We actively manage and monitor the age of the portfolio, and this becomes increasingly important as assets are sold and in order for us to achieve our objective of consistently deploying capital through cycles.

Our careful management of PIN's balance sheet supports the Company's active capital management approach. Since 2024, PIN has utilised leverage through private placement notes as well as an enhanced revolving credit facility. Gearing is prudently managed through adjustments to new investments, share buybacks and asset sales. As at 31 May 2026, net debt to NAV was at a prudent level of 9.2%. Through the strength of Pantheon's banking relationships, we were pleased to extend PIN's credit facility to October 2029 on competitive terms that offered significant cost savings. This, along with the reduction in the management fee that PIN will pay Pantheon with effect from PIN's next financial year (1 June 2026), has generated further value for shareholders. See the full Annual Report for more information on how we manage PIN's balance sheet.

Refocusing our investment strategy

The private equity environment has changed significantly in recent years and we have refined our investment strategy in response. One element of this is to reduce the number of private equity managers in PIN's portfolio and, as we set out in PIN's interim report, our objective is to invest with approximately 25 managers on a primary basis. Since 30 November 2025, the number of underlying managers was positively refocused by 32% (from c.90 to 62 managers) and we will continue to reduce this number through a combination of strategic asset sales and by not committing to new funds being raised by managers that are no longer considered as core to PIN's portfolio. Out of the 28 managers included in the portfolio sale carried out during the period, 24 represented managers identified as non-core following our evaluation. While we remain highly selective when investing in direct investments, which we do via Co-investments and Manager-led Secondaries, we will explore opportunities beyond the 25 core primary managers in PIN's portfolio for these types of investments so as not to restrict deal flow. These investment opportunities will continue to be originated from the high-quality primary managers that are on Pantheon's wider platform.

As we make our selection, we will focus even more on those core managers that we believe are able to generate significant outperformance over the longer term. As part of our due diligence processes, we look closely at how they use their operational expertise to improve portfolio company performance, or have built repeatable, accretive buy-and-build capabilities. We back managers who are sector specialists, are well networked and can offer the complete package where their relationships, expertise and experience really come into play. We seek to avoid managers who have disproportionately benefited from aggressive leverage strategies or simply a rising market, as we do not believe these are repeatable competencies.

PIN's portfolio emphasises North America, which has the deepest and most developed private equity market, and small/mid-market buyouts, which are well-established businesses where the private equity manager has control of the company alongside the management teams. We will increase PIN's exposures further to this region and stage. In the current environment, our managers need to increase their focus on adding value to their portfolio companies through operational improvements and look for more ways to win, rather than relying on one strategy to generate returns. As the chart in the full Annual Report and Accounts shows, private equity funds in the middle market have exhibited strong performance across different vintages and have outperformed the larger funds through several market cycles. The companies in this part of the market are often founder or family-led and may be receiving institutional capital for the first time. As a result, there are many pathways for value creation as the managers and their operational experts help their portfolio companies to achieve operational improvements, increase their scale, expand geographically and complete add-on acquisitions.

The availability of several exit routes is another important factor. Private equity-backed, mid-market companies are prime targets for strategic (or trade) buyers as well as for large/mega buyout private equity managers, who can take the companies through their next stage of growth. Dry powder, which is capital that has been raised and is available to invest but has not yet been deployed, stands at US$1.5tn³ and is concentrated among the larger buyout private equity managers. This means that this capital is available to purchase assets from small/mid-market managers. Therefore, mid-market private equity managers are less dependent on initial public offerings ("IPOs") to exit their portfolio companies. As part of our due diligence process, we look closely at how our managers plan to exit the companies in their portfolios and avoid those with an over-reliance on the IPO market. During the period, sales to other private equity or trade buyers accounted for 61% and 36% of PIN's exits respectively.

Nevertheless, as the data demonstrates, the dispersion of returns is wide in this part of the market, so selecting the right managers forms an important part of Pantheon's investment process and supports our shift to a smaller number of the highest-quality core managers in PIN's portfolio.

The portfolio sale will reduce the Company's fund exposures from 47% to 42%, and increase exposure to direct Co-investments and Manager-led Secondaries to 37% and 21% respectively. PIN's aim is to rebalance the portfolio towards an equal weighting of funds and direct investments over time, reflecting our view that this offers the optimal balance of risk, growth potential and diversification. We believe that this mix of funds and directs in PIN's portfolio differentiates it from our peers in the listed private equity sector.

Funds serve as the foundation strategy, providing diversification benefits, and offer a stable base for PIN's consistent deployment approach. In addition, funds enhance the liquidity profile of the portfolio as there is a far more established secondary market for fund positions than direct positions. Direct investments offer fee-efficient direct access to high conviction private companies with the ability for Pantheon to conduct due diligence on those businesses and to target specific investments that fit PIN's targets on size of company, industry and geography.

PIN's portfolio is diversified by sector, with the largest sector exposures being Information Technology, Healthcare and Consumer. In Healthcare, PIN is backing companies that provide services and products that are responding to the demands of ageing populations across the world and the need for higher-quality healthcare provision. We avoid companies that rely on consumer discretionary spend; instead, a significant proportion of our exposure to consumers is in companies providing goods and services that are still in demand even during a downturn.

Information technology is the largest sector in PIN's portfolio, representing 35% of the portfolio as at 31 May 2026. Within this, PIN's exposure to Application Software is 20.8% while the remainder is to companies offering systems software (5.4%), IT Services such as Internet Services & Infrastructure (0.7%) and IT Consulting & Other Services (5.5%), and Technology Hardware & Equipment (2.6%). The volatility experienced by many software companies in the public markets has not abated and the potential threat from AI on these businesses continues to play on investors' minds. The outcome of this is that many Application Software companies listed on the public markets have experienced multiple compression. As a result, the value of these companies within the MSCI World Index contracted by over 20%⁴ between September 2025 and March 2026 on a market-cap-weighted basis. While some of the concerns of public market investors may be valid, in our view this contraction confirms a broad, uncertainty-driven repricing, rather than a deterioration in individual companies. Overall, the valuations of PIN's Application Software companies, for which we have received information from our private equity managers, have contracted in line with this trend but not to the same extent as in the public markets. Similarly to what we have witnessed in the public markets, we believe that the de-rating of the multiples within PIN's software portfolio appears to reflect broader public market sentiment rather than company-specific weakness. The companies within PIN's software portfolio have maintained strong fundamentals throughout this period of AI uncertainty. For our managers, the development and use of AI is not a new topic and they have been thinking about the risks and opportunities that it poses to their portfolio companies for some time. See "Software: The private equity perspective" and the case study on Hg in the full Annual Report and Accounts for more information on how our managers are approaching the use of AI.

Within our own business, Pantheon is increasingly making use of AI tools to support the analysis of key performance drivers within our portfolio. Custom AI tools allow us to efficiently extract and review large amounts of quantitative and qualitative information contained in our private equity manager fund reports, which we subsequently validate. In addition, we have been developing our capabilities to run an AI disruption risk evaluation across the holdings in PIN's portfolio. This framework measures and scores companies across seven risk vectors - disintermediation, pricing and margin compression, moat erosion (i.e. defensibility from external factors such as a changing market landscape), competitive shift, execution and unit economics, governance and liability, and defensive barriers. Scoring for each risk will be from low to severe, with a low score indicating limited exposure to the risks while a severe score indicates existential risk. This analysis enables Pantheon's deal teams to efficiently pinpoint the areas where they may wish to prioritise their time when evaluating AI risk in existing holdings or new investment opportunities. However, as many sectors have their own distinct characteristics and not all companies within them are the same, deal teams will still carry out detailed due diligence and apply their judgement after the initial systematic screening has been undertaken.

The AI risk framework is being iterated as we learn more about AI risks and opportunities. As a topical example, looking at Application Software, we have developed eight distinct archetypes of operating models to capture the differences in AI disruption risk among software vendors. At the higher end of the risk spectrum are the Horizontal Productivity and Collaboration tools - typically general purpose, function-agnostic platforms used for completing everyday work and communicating across an organisation - as these workflows are at a higher risk of automation and commoditisation by AI. At the lower end of the risk spectrum are Vertical Software as a Service (SaaS) companies as they typically provide software for operational workflows and can serve regulated, compliance-heavy domains such as healthcare, finance and government, and Systems of Record platforms, which typically house authoritative data and are often entrenched in mission-critical or regulated workflows. These workflows cannot be easily replicated or provided by external AI tools that do not have access to the proprietary data held within these systems. From our analysis, indications are that the majority (c.75%)⁵ of PIN's Application Software exposure is in the lowest-risk archetypes, Systems of Record and Vertical SaaS, and is therefore tilted towards the operating models most insulated from AI risk.

Portfolio analysis and insights

Overall, the portfolio valuation movements during the year to 31 May 2026 were positive at +3.1%, with exits continuing to take place at Uplifts⁶. We saw positive returns across most investment types in PIN's portfolio, albeit we saw weaker performance in Fund Secondaries, which is a smaller part of the portfolio. Venture was the strongest performer during the period but this exposure is only 8% of NAV. We intend to maintain PIN's exposure to venture at around this level given the volatility that can be seen in venture assets over time and the dispersion of returns across managers. Growth, small/mid-market buyouts and North America, towards which PIN's portfolio is tilted according to its investment strategy, performed positively during the period.

In the interim report, we introduced more insight into the drivers of performance in our direct investment portfolio and we intend to report on this every six months as part of PIN's interim and annual reports. The purpose of this analysis is to provide more granularity and transparency to the Board, to help us as Manager of PIN to apply the learnings and ensure that we are maximising the potential of the portfolio and investing in the right mix of assets, and finally to provide more detailed information that investors and analysts can use to develop a greater understanding of the different elements impacting the underlying portfolio. Our analysis, which is based on 88% coverage of the directs portfolio by NAV, covers the period between December 2024 and December 2025, as this was the most recently available financial data, and is shown in the value bridge in the full Annual Report and Accounts.

Our analysis indicates that those direct investments included increased in value during the calendar year to December 2025, rising 4.7%; however, the impact of FX reduced this by 3.4%⁷. While revenue and EBITDA growth eased slightly compared with the previous period, they have remained strong at +10.3% and +10.8%⁸ respectively (during the period from June 2024 to June 2025, revenue growth and EBITDA growth were +12.7% and +12.0% respectively). Leverage acts as a multiplier on the equity returns generated by the operating growth, resulting in a value uplift of 11.1%. We have continued to see a number of negative value drivers but at a more moderated level than in the prior period; these included an increase in net debt, multiple contraction and two companies that were written down to a multiple below 0.05x. The single-company investments that were written down during the period are included in the analysis and will have no further negative impact on the portfolio. The increase in the net debt is significantly influenced by our managers seeking accretive acquisitions that are complementary to their portfolio companies rather than being a sign of distress in those companies. They often use debt funding to facilitate their M&A activity and, in the majority of cases in our analysis, the increases in net debt were wholly or partly related to these "buy-and-build" strategies. The acquisition and integration of add-ons often requires additional capital and operating expenditures, leading to short-term margin compression but longer-term growth and efficiencies. While there has been an impact from this during the period, M&A activity has slowed somewhat in the recent period and therefore we have observed an easing of borrowing compared with the previous period. Multiple compression was not as severe in this period as it was in the prior period and the de-rating of comparable companies experienced during that period appears to have now moderated.

Despite the challenging M&A environment, portfolio company exits continued to take place at uplifts to the holding value 12 months prior. The average uplift during the year to 31 May 2026 was 18% and the average cost multiple was 2.9x. While the uplifts were lower than the long-term average, the cost multiple remained robust. See the full Annual Report and Accounts for more information.

If we take a deeper dive into PIN's historical performance, we note that the vintage years 2010-2020 demonstrated solid performance across investment types while the more recent vintages (2021-2025) have been affected by the recent macro reset and market slowdown. These vintages were peak valuation entry years and reflect expected extended holding periods, high valuations paid with extended operational investment phases. As these assets mature and valuations adjust, performance should increasingly reflect operating growth rather than entry multiples. The timing issues also demonstrate how pro-cyclical investing has hurt subsequent performance and underpins our shift towards more consistent deployment into new investments. Nevertheless, based on our directs value bridge, the underlying operating trajectory of the portfolio remains intact and the impact of the slower macro environment over the past three years has already been reflected in PIN's NAV.

Outlook

The world is in the midst of what could be an era-defining transformation. But despite the volatility emanating from global conflicts, a seismic technological shift and an increasingly polarised political landscape, growth is holding up and public equity market performance has been robust. The liquidity in the system and the growth capabilities offered by AI are still driving performance and earnings, while boosting investment opportunities within private equity. At the end of the first half of 2026, it is becoming clear that companies with the right attributes - particularly those that are well embedded with their customer base and with handling their client data - may be set up to win in this environment.

Backing managers with repeatable operating playbooks is even more crucial going forward and who we partner with matters more than ever. PIN's portfolio is well diversified and we believe this is important as event risk is not likely to recede in the near future.

With PIN, our aim is to offer simple access to a global portfolio of high-quality private companies to investors of all types and sizes. We have taken bold actions to improve PIN's medium- to long-term performance and significant progress has been made in achieving this. But the work does not stop there. We will continue to look for ways in which we can improve the outcomes for PIN and its shareholders. And that goes to the heart of how private equity operates - constantly innovating, evolving and adapting - and it is why Pantheon is both excited and confident about PIN's prospects today and in the future.

¹ Source: PitchBook, April 2026, "Q1 2026 Global PE First Look" and PitchBook, April 2026, "Q1 2026 Global VC First Look". Includes all private equity deal types and excludes venture capital.
² Magnificent 7 companies include Apple Inc., Microsoft Corporation, Amazon.com, Inc., Alphabet Inc., Meta Platforms, Inc., Nvidia Corporation and Tesla, Inc.
³ Source: Preqin as at 31 March 2026, downloaded on 20 May 2026. Size classification by fund size (Middle market: Under US$5bn; Large cap: Over US$5bn). Private equity includes Buyout, Growth, Co-investment, Balanced, Turnaround, Co-investment Multi-Manager, Hybrid and Private Investment in Public Equity ("PIPE").
⁴ Source: Bloomberg
⁵ Based on the 150 largest Application Software companies in PIN's portfolio, representing c.80% of the total number of Application Software companies.
⁶ For further details, refer to Alternative Performance Measures in the full Annual Report and Accounts.
⁷ The period covered by this value bridge differs from the Company's financial year. During the calendar year to 31 December 2025, sterling appreciated materially against the US dollar, which adversely affected the sterling-equivalent valuations of the predominantly US dollar-denominated direct portfolio. Over the Company's financial year (1 June 2025 to 31 May 2026), the GBP/USD rate was broadly stable between the two period-end dates, resulting in a modestly favourable net foreign exchange impact as reflected in the NAV bridge.
⁸ Revenue and EBITDA growth impacting the valuation movement for the companies within the directs included in the detailed analysis in the full Annual Report and Accounts. This may not be representative of the whole portfolio. For further details, refer to the Alternative Performance Measures in the full Annual Report and Accounts.

DIVIDENDS

No final dividend is being recommended.

FURTHER INFORMATION

To view PIN's Annual Report and Accounts document for the year ended 31 May 2026 in full, please paste the following URL into the address bar of your browser:

http://www.rns-pdf.londonstockexchange.com/rns/0914P_1-2026-8-3.pdf

The full Annual Report and Accounts document will also be available today on www.pantheon-international.com and will be submitted shortly 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.

The financial information set out in this announcement does not constitute the Company's statutory accounts for the years ended 31 May 2025 or 2026 but is derived from those accounts. Statutory accounts for 2025 have been delivered to the Registrar of Companies, and those for 2026 will be delivered in due course. The text of the Auditors' report can be found in the Company's full Annual Report and Accounts at www.pantheon-international.com.

 

END