Tetragon Financial Group

2025 ANNUAL REPORT



2 Tetragon Financial Group

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Annual Report 20252

2025 snapshot

Page 3

Financial review

Page 30

At Tetragon, we seek to provide stable

returns to investors across economic

cycles and market conditions.

Tetragon Financial Group Limited is a Guernsey closed-

ended investment company. Its non-voting shares are

listed on Euronext in Amsterdam, a regulated market

of Euronext Amsterdam N.V., and also traded on the

Specialist Fund Segment of the Main Market of the

London Stock Exchange.

(1)

To view company updates visit:

www.tetragoninv.com

1 Euronext in Amsterdam is a regulated market of Euronext Amsterdam. Tetragon’s ‘Home

Member State’ for the purposes of the EU Transparency Directive (Directive 2004/109/EC) is

the Netherlands. Tetragon’s shares are subject to restrictions on ownership by U.S. persons and

are not intended for European retail investors. These are described on our website. Tetragon

anticipates that its typical investors will be institutional and professional investors who wish to

invest for the long term and who have experience in investing in nancial markets and collective

investment undertakings, who are capable themselves of evaluating the merits and risks of

Tetragon shares, and who have sucient resources both to invest in potentially illiquid securities

and to be able to bear any losses (which may equal the whole amount invested) that may result

from the investment.

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Letter to our shareholders

Page 7

Other information

Page 48

Manager’s review

Page 11

Audited nancial

statements

Page 59

Governance

Page 33

Investment review

Page 18

LETTER TO SHAREHOLDERS

AUDITED FINANCIAL STATEMENTS

MANAGER’S REVIEW

INVESTMENT REVIEW

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Tetragon Financial Group

|

Annual Report 2025

3 Tetragon Financial Group

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Annual Report 2025

4  Returns and performance highlights

5  Performance summary

SNAPSHOT

1

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MANAGER’S REVIEW

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Annual Report 2025

4 Tetragon Financial Group

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Annual Report 2025

(1) (2) (3) (4) (5) (6) Please see important notes on page 6.

NAV PER SHARE TOTAL RETURN







DIVIDENDS

NET ASSET VALUE



$3.9BN

31 December 2025

OWNERSHIP



39.4%

Principal and Employee

Ownership at 31 December 2025

19.6%

2025 Full Year

23.4%

2025 Return on Equity (RoE)

$0.12

Q4 2025 Dividend

$0.45

2025 Dividends

11.1%

5 Years Annualised

10-15%

RoE Target

2.6%

Dividend Yield

(5)

10.6%

10 Years Annualised

12.1%

Annual Average

Since IPO

2.4%

Dividend

5-Year CAGR

(6)

11.2%

Since IPO Annualised

631%

Since IPO

Distributable income.

Capital appreciation.



LETTER TO SHAREHOLDERS

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

5 Tetragon Financial Group

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Annual Report 20255

  Change

Net Assets $3,891.8m $3,173.0m $718.8m

Fully Diluted NAV per share $41.88 $35.43 $6.45

Share price

(1)

$17.35 $14.00 $3.35

   

Dividend Yield 2.6% 3.1%

Ongoing Charges

(2)

1.67% 1.72%

Principal and Employee Ownership 39.4% 40.3%

 

Investment Returns/Return on Equity



 

NAV per share Total Return



 

Share price Total Return

(5)

27.4% 47.8%

Tetragon Hurdle: SOFR +2.75%

(6)

7.2% 8.2%

MSCI ACWI Index Total Return

(7)

23.6% 18.0%

FTSE All-Share Index Total Return

(7)

23.9% 9.4%

 

Performance summary

Tetragon Financial Group – Performance summary Tetragon’s NAV per share Total Return and share price since



(100%)

0%

100%

200%

300%

400%

500%

600%

Apr-07

Dec-07

Aug-08

Apr-09

Dec-09

Aug-10

Apr-11

Dec-11

Aug-12

Apr-13

Dec-13

Aug-14

Apr-15

Dec-15

Aug-16

Apr-17

Dec-17

Aug-18

Apr-19

Dec-19

Aug-20

Apr-21

Dec-21

Aug-22

Apr-23

Dec-23

Aug-24

Apr-25

Dec-25

TFG NAV per share (TR)

TFG SOFR-based performance hurdle

TFG share price (TR)

FTSE All-Share Index (TR)

MSCI ACWI (TR)

631%

407%

314%

211%

131%

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

6 Tetragon Financial Group

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Annual Report 20256

Page 4

(1)   The value of Tetragon’s assets, less any liabilities, as at

31 December 2025. Source: Tetragon.

(2)   Shareholdings at 31 December 2025 of the principals of Tetragon’s

investment manager and employees of Tetragon Partners, including

all deferred compensation arrangements (other than with respect to

shares that are subject to performance criteria). Please refer to page

57 for more details of these arrangements. Source: Tetragon.

(3)   NAV per share Total Return to 31 December 2025, for the last

year, the last ve years, the last ten years, and since Tetragon’s

initial public oering in April 2007. NAV per share Total Return is

determined in accordance with the “NAV total return performance”

calculation as set forth on the Association of Investment

Companies (AIC) website. Tetragon’s NAV per share Total Return is

determined for any period by calculating, as a percentage return on

the Fully Diluted NAV per share (NAV per share) at the start of such

period, (i) the change in NAV per share over such period, plus (ii) the

aggregate amount of any dividends per share paid during such

period, with any dividend deemed reinvested at the NAV per share

at the month end date closest to the applicable ex-dividend date (i.e.

so that the amount of any dividend is increased or decreased by the

same percentage increase or decrease in NAV per share from such

ex-dividend date through to the end of the applicable period). NAV

per share is calculated as Net Assets divided by Fully Diluted Shares

Outstanding. Please refer to Figure 13 for further details.

(4)   Average RoE is calculated from Tetragon’s IPO in 2007. Tetragon

seeks to deliver 10-15% RoE per annum to shareholders. Over

longer time horizons, Tetragon’s returns will most likely reect

sensitivity to the underlying short-term risk-free rate regime.

Therefore after periods of transition to high-SOFR environments,

Tetragon should achieve higher sustainable returns; after periods

of transition to low-SOFR environments, Tetragon should achieve

lower sustainable returns.

(5)   The Dividend Yield represents the last four quarterly dividends

divided by the TFG NA share price at 31 December 2025. The latest

declared dividend is included in the calculation.

(6)   The ve-year Compound Annual Growth Rate (CAGR) gure is

at 31 December 2025. The latest declared dividend is included

in the calculation.

Page 5

(1)   Based on TFG.NA.

(2)   Annual calculation as at 31 December 2025. The ongoing charges

gure is calculated as dened by the AIC, and comprises all direct

recurring expenses to Tetragon expressed as a percentage of

average Net Assets, including the annual management fee of 1.5%.

(3)   Please see Note 4 for Page 4.

(4)   Please see Note 3 for Page 4.

(5)   2025 Total Shareholder Return, dened as share price appreciation

including dividends reinvested, as sourced from Bloomberg.

(6)   Cumulative return determined on a quarterly compounding basis

using the actual Tetragon quarterly incentive fee SOFR-based

Hurdle Rate. In the period from IPO to June 2008, this was 8%; July

2008 to June 2023, this was three-month USD LIBOR rate on the

rst day of each calendar quarter, plus a spread of 2.647858%;

thereafter, the Hurdle Rate has been determined using the three-

month term SOFR rate on the rst day of each calendar quarter, as

sourced from Bloomberg, plus a spread of 2.747858%.

(7)   Any indices and other nancial benchmarks are provided for

illustrative purposes only. Comparisons to indices have limitations

because, for example, indices have volatility and other material

characteristics that may dier from the fund. Any index information

contained herein is included to show general trends in the markets

in the periods indicated, is not meant to imply that these indices

are the only relevant indices, and is not intended to imply that the

portfolio or investment was similar to any particular index either in

composition or element of risk. The indices shown here have not

been selected to represent an appropriate benchmark to compare

an investor’s performance, but rather are disclosed to allow for

comparison of the investor’s performance to that of certain well-

known and widely-recognised indices. The volatility of the indices

may be materially dierent from the individual performance attained

by a specic investor. In addition, the fund’s holdings may dier

signicantly from the securities that comprise the indices. The

“MSCI ACWI Index” refers to the MSCI All Country World Index

(USD) which captures large-and mid-cap representation across 23

developed markets and 24 emerging markets countries. With 2,517

constituents, the index covers approximately 85% of the global

investable equity opportunity set. Further information relating to the

index constituents and calculation methodology can be found at

www.msci.com/acwi. The FTSE All-Share Index represents 98–99%

of U.K. market capitalisation and is the aggregate of the FTSE 100,

FTSE 250 and FTSE Small Cap indices. Further information relating

to the index constituents and calculation methodology can be

found at https://www.lseg.com/en/ftse-russell/indices/uk. Source:

Bloomberg.

Notes

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Annual Report 2025

7 Tetragon Financial Group

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Annual Report 2025

9  Performance summary

9  2025 Market context

10 BGO

10  Board matters

10 Finally

LETTER TO OUR

SHAREHOLDERS

2

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Tetragon Financial Group

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Annual Report 2025

8 Tetragon Financial Group

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Annual Report 2025

(1)   See Note 1 for page 4.

(2)   Tetragon commenced investing as an open-ended investment

company in 2005, before its initial public oering in April 2007.

(3)   Tetragon has engaged, and may continue to engage, in share

repurchases in the market from time to time. Such purchases may,

at appropriate price levels below NAV, represent an attractive use of

Tetragon’s excess cash and an ecient means to return such cash

to shareholders. Any decision to engage in share repurchases will

be made by the investment manager, upon consideration of relevant

factors, and will be subject to, among other things, applicable law and

prots at the time. Tetragon also continues to explore other methods

of improving the liquidity of its shares. Cumulative dividends paid

includes the cash and stock dividends paid to shareholders, but

excludes dividends declared on shares held in escrow.

(4)   See Note 2 for page 4.

(5)   NAV per share Total Return (NAV Total Return) to 31 December 2025,

since Tetragon’s initial public oering in April 2007. NAV Total Return

is determined in accordance with the “NAV total return performance”

calculation as set forth on the Association of Investment Companies

(AIC) website. Tetragon’s NAV Total Return is determined for any

period by calculating, as a percentage return on the Fully Diluted

NAV per share (NAV per share) at the start of such period, (i) the

change in NAV per share over such period, plus (ii) the aggregate

amount of any dividends per share paid during such period, with

any dividend deemed reinvested at the NAV per share at the month

end date closest to the applicable ex-dividend date (i.e. so that the

amount of any dividend is increased or decreased by the same

percentage increase or decrease in NAV per share from such ex-

dividend date through to the end of the applicable period). NAV per

share is calculated as Net Assets divided by Fully Diluted Shares

Outstanding. Please refer to Figure 13 for further details.

“ Our permanent capital gives us exibility to think

strategically and for the long term. It allows us to make

the investment decisions we believe are right for

shareholders. It enables agility, patience and resilience.

And, since its initial public oering in 2007, Tetragon has

grown its Net Asset Value from $1.3 billion to $3.9 billion,

while also returning $1.8 billion to shareholders through

dividends and buybacks.”

(1)(2)(3)

Reade Grith

Tetragon CIO and Co-Founder

39.4%

Insider ownership

(4)

$3.9BN

Net Asset Value

(2)

631%

NAV per share total

return since IPO

(5)

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9 Tetragon Financial Group

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Annual Report 20259

Performance summary

Performance during 2025 was mainly driven by the same

three investments which were the strongest performers

in 2024.

First, Tetragon Partners’ ownership, or GP, stake in Equitix,

a leading international investor, developer and fund

manager in infrastructure, was the strongest positive

contributor in 2025 with a gain of $432 million. During

2025, Hunter Point Capital (HPC) acquired a 16.1% stake in

Equitix at an enterprise valuation of £1.3 billion excluding

net debt. Post-transaction, Equitix remains Tetragon’s

largest position, reecting our belief in Equitix as a leader

in a sector where we continue to see signicant runway for

innovation and growth.

Second, Tetragon’s investment in Ripple Labs contributed

$333 million of gains in 2025. Ripple Labs is a top U.S.

enterprise blockchain company underpinned by the XRP

token and XRPL cryptocurrency ledger, which benetted

from various tailwinds including the nal resolution of

the SEC’s lawsuit, signicant platform expansion, U.S.

cryptocurrency policy developments and multiple share

tender oers. In the fourth quarter, Ripple followed a tender

oer valuing the company at $40 billion with a strategic

investment round at the same valuation, backed by Citadel,

Fortress, Brevan Howard and Galaxy.

And third, investments in funds managed by Hawke’s

Point, Tetragon Partners’ resource nance business,

generated gains of $260 million, led by their largest strategic

investment, Ora Banda Mining Limited, an Australian gold

mining, exploration and development company.

On the negative side, investments with exposure to bank

loans via collateralised loan obligations, or CLOs, led losses

in 2025. This includes a $117 million decline in LCM, our

CLO manager owned within Tetragon Partners, where AUM

(Assets Under Management) continued to fall. Separate

equity investments in older-vintage CLOs contributed an

additional $32 million to losses, including vehicles managed

by Tetragon Credit Partners. However, our exposure to bank

loans now stands at less than 5% of the Tetragon portfolio,

inclusive of the valuation of our GP stake in LCM owned

through Tetragon Partners.

2025 market context

Risk assets broadly outperformed in 2025, despite a

signicant “rewiring” of the global economy and alliance

structure by a Trump administration emboldened by the

previous year’s red-sweep election. Implemented in abrupt

stages, this rewiring included the highest U.S. taris in nearly

a century, a reassessment of international supply chains and

alliances, deteriorating global scal outlooks and threats to

central bank independence. Against the U.S. backdrop of a

weakening labour market and persistently elevated ination,

these shifts introduced signicant volatility – both downside

and upside – to global markets.

Equity markets shook o early tari concerns to deliver

a third straight year of strong returns, with an index

of global stocks rising 20.2%

(4)

. U.S. stocks (+17.9%)

(5)

underperformed global counterparts for the rst time

since 2022 as uncertainty about the United States’

trade and policy stance encouraged greater geographic

diversication. Emerging markets led (+28.4%)

(6)

while the

United Kingdom (+25.7%)

(7)

and Europe (+19.8%)

(8)

also

outperformed the United States. The United States did see

pockets of outperformance, most notably in biotechnology

(+33.4%)

(9)

and technology (+21.0%)

(10)

, where companies

accelerated investment in AI-related initiatives.

Gold delivered its best year since 1979, rising 65% and

setting 53 new all-time highs on its way to closing the year at

$4,319/oz. Global tensions, persistent ination, a weakened

dollar and concerns about potential U.S. dollar debasement

drove record demand for gold, with central banks accumulating

863 tonnes and physical ETFs rising by another 801 tonnes.

(11)

Cryptocurrencies had a poor year despite positive macro

tailwinds, which included a more favourable regulatory

backdrop, resolution of key SEC lawsuits (particularly Ripple

and Binance), improved accounting treatment for digital assets,

and supportive U.S. policy initiatives such as the creation of

a Presidential Digital Assets Working Group, the launch of

a Strategic Bitcoin Reserve and the GENIUS Act enabling

broader stablecoin adoption. Bitcoin had risen over 33% by

mid-October before a sharp unwind of levered positions drove

a 30% drop to end the year down 6%. Regardless, 2025’s

improvements in regulation, policy and market structure have

meaningfully accelerated the legitimacy and adoption of digital

assets as a mainstream asset class.

Fellow shareholders:

Tetragon delivered an investment RoE of

23.4%,

(1)

above our RoE target of 10-15%; a

NAV per share Total Return of 19.6%

(2)

; and

declared 45.0 cents of dividends per share

(a yield of 2.6% per share for the year)

(3)

.

Tetragon’s share price Total Return was 27.4%

in 2025, including reinvested dividends.

2025 RETURN ON EQUITY

23.4%

2025 NAV PER SHARE TOTAL RETURN

19.6%

2025 DIVIDENDS PER SHARE

$0.45

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LETTER TO OUR SHAREHOLDERS

10 Tetragon Financial Group

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Annual Report 202510

GP stakes in asset and wealth managers had another strong

year, averaging more than 200 M&A deals annually since

2022 – roughly double the pace of the prior decade.

(12)

Investor interest continues to grow, with the total estimated

enterprise value of private market GPs now exceeding $1.7

trillion.

(13)

As the strategy matures and adoption broadens,

we expect that overall liquidity should continue to improve.

Leveraged loans delivered positive returns of 5.9%

(14)

in

2025. U.S. weighted average loan prices ended the year

at $96.64 with a signicant proportion of loans trading

above par. Nonetheless, dispersion persisted in the market

with a smaller subset of loans continuing to trade at deep

discounts due to elevated default rates and concerns about

recovery values from several high-prole defaults including

the auto-parts supplier First Brands.

Against this market landscape, our portfolio was well-

positioned to generate strong returns in 2025. Tetragon

delivered a 23.4% net RoE, with gross returns of 31.3%,

outperforming the 20.2% return for the MSCI ACWI Local

Index.

(15)

Over the time that Tetragon has been trading as

a publicly-listed company, our NAV per share Total Return

of 631% has demonstrated our ability to compound

investment growth; this compares to the MSCI ACWI Local

Index returning 349% over the same period.

BGO

As discussed previously, Tetragon Partners’ GP stake in

BGO – a real estate-focused principal investing, lending and

advisory rm – has been subject to a call/put arrangement

exercisable in 2026/2027. This was put in place in 2018

when Sun Life Financial acquired GreenOak and formed

BGO. On 27 February 2026, the call was exercised by Sun

Life Financial, with the transaction settling in March 2026.

Separately, Tetragon Partners has also agreed to relinquish

certain ongoing rights it held in the business, while retaining

its ownership of carried interest in all existing GreenOak and

BGO real estate funds as well as its LP interests in a number

of these funds. Going forward, given that Tetragon Partners

has eectively monetised its 13% stake in BGO, we will not be

including BGO as one of our partners on the platform.

Board matters

Dividends and share repurchases

The fourth quarter 2025 dividend was declared at 12.00

cents per share, up from 11.00 cents in the prior quarter and

bringing the full-year 2025 dividend to 45.00 cents per share.

We are pleased that the company has returned approximately

$1.8 billion to investors through dividends and share

repurchases since its initial public oering in 2007. Tetragon

will continue to seek to return value to its shareholders,

including through dividends and share repurchases.

Cash

Tetragon’s cash at bank balance was $27.1 million as at

31 December 2025. After adjusting for known accruals

and liabilities (short- and long-dated), its net cash balance

was -$316.4 million. In 2025, Tetragon increased the size

of its credit facility from $400 million to $500 million and

extended the facility’s maturity date to December 2034.

As at 31 December 2025, $350 million of this facility was

drawn and this liability has been incorporated into the net

cash balance calculation.

Finally

Over the last several months, we have been taking steps

to simplify the way we present Tetragon Financial Group,

both at www.tetragoninv.com/shareholders and in our

Annual Report, rening the description of the company’s

investment strategy and the ways that we invest.

Since its initial public oering in 2007, Tetragon has been

investing in alternative assets and strategies, both partnering

with asset managers who oer dierentiated expertise

and by making direct, idiosyncratic investments. Initially,

Tetragon focused on CLO equity and invested exclusively

with external managers. Beginning in 2010 when we acquired

loan manager LCM, and continuing with our real estate joint

venture that became BGO, the acquisitions of hedge fund

specialist Polygon and infrastructure manager Equitix, and

our further partnerships with Acasta and Contingency Capital

and more, we have been buying, launching and building asset

management businesses. This has enabled us to invest both

as an LP in many of these diversied alternative strategies

and as a GP of these businesses. In renaming our asset

management platform Tetragon Partners, we have sought

to emphasise that an important part of Tetragon’s growth

has been our success in partnering with asset managers

who oer us this dierentiated expertise. Through the

combination of these partnerships and Tetragon’s direct

idiosyncratic investing, the diversication of our exposure

now ranges from event-driven arbitrage to legal assets, from

life sciences to AI and machine learning, from GP stakes in

asset management businesses to digital assets, and from

mining and resource nance to infrastructure, venture capital

co-investments and beyond.

With Regards,

The Board of Directors

5 March 2026

“Performance during 2025 was mainly

driven by the same three investments

which were the strongest performers

in 2024.”

Paddy Dear

Co-Founder

(1)   See Note 4 for page 4.

(2)   See Note 3 for page 4.

(3)   See Note 5 for page 4.

(4)   MSCI ACWI Local Gross Total Return Index (which represents the

performance of the MSCI ACWI Index if there were no foreign

exchange uctuations, similar to a portfolio with currency hedges,

and with dividends reinvested, gross of any taxes). We refer

throughout this letter to this index as the “MSCI ACWI Local Index”.

Please see note [7] on page [6] for important disclosures. All market

data is sourced from Bloomberg.

(5)   S&P 500 Total Return Index.

(6)   MSCI Emerging Markets Local Total Return Index.

(7)   FTSE 100 Total Return Index.

(8)   Stoxx Europe 600 Total Return Index.

(9)  Nasdaq Biotechnology Total Return Index.

(10) Nasdaq 100 Index Total Return Index.

(11) World Gold Council.

(12)  Morgan Stanley: Race for Relevance fuels M&A in Asset and Wealth

Management.

(13) PEI / Buyout Insider: “GP stakes: No longer a niche industry.”

(14) Morningstar LSTA US Leveraged Loan Total Return Index.

(15) Please see Note 4.

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Annual Report 2025

11 Tetragon Financial Group

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Annual Report 2025

MANAGER’S

REVIEW

3

12  Investment objective and strategy

15  Key performance metrics

17  Tetragon portfolio: alpha and market sensitivity notes

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12 Tetragon Financial Group

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Annual Report 202512

Investment objective

and strategy

Investment strategy

To achieve this objective, Tetragon’s

investment strategy is to invest primarily in

alternative assets and strategies, both by

partnering with asset managers who oer

dierentiated expertise and by making

direct, idiosyncratic investments.

Investment objective

Tetragon’s investment objective is to generate

distributable income and capital appreciation.

In addition to investing with external

managers, Tetragon invests with and in

the managers on its diversied asset

management platform, Tetragon Partners.

Through the platform, Tetragon invests in

a range of underlying strategies – often

alongside other investors – and, when

appropriate, also aims to realise the value

of its ownership stakes, or GP stakes, in

these businesses.

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13 Tetragon Financial Group

|

Annual Report 202513

Managed funds – LP

investments

Ownership stakes

in asset managers –

GP stakes

Direct investments

Three ways of investing

Our investment strategy leads us to

invest in three primary ways:

1 LP investments in managed funds

Funds managed by Tetragon Partners

We invest as an LP in a range of specialised strategies managed

by Tetragon Partners asset managers, with a view to obtaining

diversied returns on favourable terms. In so doing, Tetragon aims

to not only produce asset-level returns, but also to enhance these

returns with fee income from external investors through its GP

ownership stakes in these businesses. Tetragon is also the only, or

the lead, LP investor in a number of these strategies.

Externally-managed funds

We invest with third-party managers – without taking a GP ownership

stake – to access asset classes and investment strategies beyond

those on the Tetragon Partners platform, using our experience to

select managers and invest on favourable terms.

2 Ownership stakes in asset managers – GP stakes

One of Tetragon’s largest investments is Tetragon Partners, which

manages, oversees and supervises our majority and minority GP

stakes in asset management companies. In addition to investing

as an LP in some of the strategies managed by Tetragon Partners

asset managers, Tetragon aims to realise, where appropriate, the

value of its GP stakes in these businesses, whether through strategic

transactions or dispositions.

Through Tetragon Partners, Tetragon buys, launches and builds asset

management businesses. Depending on the circumstances, Tetragon

can provide working capital, co-investment capital and/or operating

infrastructure – encompassing critical business management

functions such as risk management, business development, investor

The ways we invest

relations, nancial control, technology, and compliance/legal matters

– supporting long-term value creation while enabling entrepreneurial

independence for the CIOs of these businesses.

3 Direct investments

We make direct investments from our balance sheet, targeting

idiosyncratic opportunities that are typically single-strategy ideas,

opportunistic and catalyst driven. These range from listed instruments

to private investments and cover a broad range of assets. The breadth

and diversity of our LP investments in managed funds, including

through Tetragon Partners, also creates co-investment opportunities

and ideas which we may develop as direct investments.

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14 Tetragon Financial Group

|

Annual Report 202514

“Our GP ownership stakes in asset

management businesses through Tetragon

Partners and our LP investments in many

of its strategies have been powerful drivers

of Tetragon’s performance. Through the

growth of our GP stakes we benet from

diversied income streams, supporting

performance across various economic

and market conditions. We also benet

from access to underlying products and

opportunities that we might not otherwise

have. And we have been able to realise the

value of GP stakes alongside their owners.”

Reade Grith - Chief Investment Ocer

Our alpha-driven

platform generates

ideas, expertise, insights

and connections.

Our alpha-driven ecosystem

INSIGHTS

EXPERTISE

CONNECTIONS

IDEAS

Ownership

stakes in

asset managers

Internally-

managed funds

Externally-

managed funds

Direct investments

Ways we invest

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15 Tetragon Financial Group

|

Annual Report 202515

2021 2022 2023 2024 2025

Fully Diluted NAV per share (NAV per share) was

$41.88 at 31 December 2025. NAV per share Total

Return was 19.6% for 2025.

Fully diluted NAV per share

NAV per share Total Return 2021–2025.

FIGURE 3

14.1%

1.0%

6.4%

15.4%

19.6%

Tetragon focuses on the following key

metrics when assessing how value

is being created for, and delivered to,

Tetragon shareholders:

• NAV per share

• Investment Returns / RoE

• Dividends

2025 NAV PER SHARE TOTAL RETURN

19.6%

2025 RETURN ON EQUITY

23.4%

2025 DIVIDENDS PER SHARE

$0.45

Key performance metrics

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16 Tetragon Financial Group

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Annual Report 202516

Dividends per share (DPS)

DPS 2021–2025

FIGURE 5

Key performance metrics

H1 FY

2021 2022 2023 2024 2025

Tetragon declared a Q4 2025 dividend of

$0.12 per share, for a full-year dividend

payout of $0.45 per share. The cumulative

DPS declared since Tetragon’s IPO is

$9.4975.

$0.41

$0.44 $0.44 $0.44

$0.45

(1) Average RoE is calculated from Tetragon’s IPO in 2007. Tetragon seeks to deliver 10-15% RoE per annum to shareholders. Over longer time

horizons, Tetragon’s returns will most likely reect sensitivity to the underlying short-term risk-free rate regime. Therefore, after periods of

transition to high-SOFR environments, Tetragon should achieve higher sustainable returns; after periods of transition to low-SOFR environments,

Tetragon should achieve lower sustainable returns.

Investment Returns / Returns on equity

(1)

RoE 2021–2025

FIGURE 4

2021 2022 2023 2024 2025

RoE for 2025 was 23.4%. Adjusted

Earnings Per Share (EPS) for the

period was $8.52.

Target RoE: 10–15%Average RoE

since IPO: 12.1%

17.3%

14.6%

23.4%

(0.8%)

5.5%

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-20

0

20

40

60

80

100

120

Dec-25

Oct-25

Aug-25

Jun-25

Apr-25

Feb-25

Dec-24

Oct-24

Aug-24

Jun-24

Apr-24

Feb-24

Dec-23

Oct-23

Aug-23

Jun-23

Apr-23

Feb-23

Dec-22

Oct-22

Aug-22

Jun-22

Apr-22

Feb-22

Dec-21

Oct-21

Aug-21

Jun-21

Apr-21

Feb-21

Dec-20

17 Tetragon Financial Group

|

Annual Report 202517

Tetragon portfolio: alpha

and

market sensitivity notes

Over the ve-year period through 31 December 2025,

Tetragon’s total gross Return on Equity was +111.8%

(+73.6% net), compared to +81.9% for the MSCI ACWI

Local Index.

(1)

As shown in the graph, over that ve-year

period, Tetragon’s portfolio exhibited lower equity market

sensitivity as measured by relative equity beta

(2)

when

compared to the MSCI ACWI Local Index, and generated

gross alpha

(3)

of +80.2% (+44.1% net). The graph also

shows Tetragon’s gross and net “beta

proxy” over that

period. A “beta

proxy”

(4)

represents a hypothetical portfolio

delivering the same beta-adjusted market exposure as

Tetragon’s RoE, excluding any alpha. The dierence,

therefore, between Tetragon’s gross and net “beta

proxies”

and its gross and net RoE is the gross and net alpha

generated over the period.

Over the same ve-year period, Tetragon’s portfolio

produced a Sharpe Ratio

(5)

of 1.3 on a gross basis (and 1.1

on a net basis), versus 0.8 for the Index.

(6)

FIGURE 6

(1) We refer to the MSCI ACWI Gross Total Return Local Index as the

“MSCI ACWI Local Index”. Source: Bloomberg. Tetragon’s cumulative

return over the ve-year period is calculated by compounding its

annual RoE over the ve annual periods. The MSCI ACWI Local Index

represents the performance of the MSCI ACWI Index if there were

no foreign exchange uctuations, similar to a portfolio with currency

hedges, and with dividends reinvested, gross of any taxes. See also

Note 7 for Page 5, on page 6.

(2)

Beta

in nancial performance is a measure of an investment’s or, in

this case, a portfolio’s sensitivity to market movements, representing

its volatility-adjusted correlation relative to a broad market index,

such as the MSCI ACWI Local Index. The index denitionally has a

beta of 1.0 to itself. A beta of less than 1.0 is understood to indicate

that the portfolio, in this case, is less sensitive to a market index’s

moves and therefore exhibits lower market risk.

(3)

Alpha

in nancial performance is a measure of an investment’s or a

portfolio’s return that cannot be explained by

beta

to a market index,

such as MSCI ACWI Local Index.

(4) Each “beta

proxy” is calculated using the Jensen’s Alpha framework

applied to Tetragon’s applicable monthly RoE. For example, each

monthly Tetragon Net Beta

Proxy in the graph equals the risk-free

rate (determined as the 1-month U.S. Treasury bill) plus its beta

of

0.21 × (MSCI ACWI Local Index return − the risk-free rate).

(5) The Sharpe Ratio is a nancial metric used to evaluate an

investment’s return relative to its risk (volatility) and helps determines

if higher returns are due to the taking of excessive risk. A higher

Sharpe Ratio indicates better risk-adjusted performance.

(6) All statistics are calculated using monthly datapoints. The risk-free

rate used in the calculation of beta, “beta Proxies”, alpha

and the

Sharpe Ratio is the 1-month U.S. Treasury bill (source: Bloomberg).

Beta, “beta

proxies”, alpha

and Sharpe Ratio statistics are calculated

using Tetragon’s monthly RoEs as reported in Tetragon’s monthly

factsheets. Ex-post standard deviation is calculated using the

population methodology as described by the Global Investment

Performance Standards (GIPS).

Five Year Cumulative Returns

FIGURE 6

Name Total

Return

Equity

Beta

Cumulative

Alpha

Tetragon Gross RoE 111.8% 0.25 80.2%

MSCI ACWI Local 81.9% 1.00 0.0%

Tetragon Net RoE 73.6% 0.21 44.1%

Tetragon Gross Beta Proxy 31.5% 0.25 0.0%

Tetragon Net Beta Proxy 29.5% 0.21 0.0%

Risk Free (1mT) 17.1% 0.00 0.0%

Tetragon Gross RoE

MSCI ACWI Local

Tetragon Net RoE

Risk Free (1mT)

Tetragon Gross Beta Proxy

Tetragon Net Beta Proxy

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Annual Report 2025

18 Tetragon Financial Group

|

Annual Report 2025

INVESTMENT

REVIEW

4

20 Summary

22  Top 10 holdings

23  Detailed investment review

29  Further portfolio metrics

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19 Tetragon Financial Group

|

Annual Report 202519

We focus our time, energy and

capital on alternative assets.

We believe that investing in alternatives

can deliver stable returns to investors

across credit, equity, interest rate, and

ination cycles. We target a 10-15% net

Return on Equity for our shareholders

and have delivered average annual

net investment returns of 12.1% since

Tetragon’s initial public oering

in 2007.

(1)

Gains

+$1.0BN

during 2025

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FIGURE 6

20 Tetragon Financial Group

|

Annual Report 202520

Year-on-year NAV per share progression (USD)

(i)

Net asset breakdown summary

FIGURE 7 FIGURE 8

Tetragon’s Fully Diluted NAV per share increased from

$35.43 per share at 31 December 2024 to $41.88 per share

at 31 December 2025.

The table shows a breakdown of the composition of Tetragon’s NAV at 31 December 2024 and 31 December

2025, and the factors contributing to the changes in NAV over the period.

(i)   Any gains or losses on foreign exchange hedging instruments

attributable to a particular strategy or sub-asset class have been

included in “additions” or “disposals/receipts” respectively. For

example, where a hedging gain or loss is made, this will result in

either cash being received or paid, or cash being receivable or

payable, which is equivalent to a receipt or disposal.

(ii)   Assets characterised as “other equities and credit” consist of

investment assets held directly on the balance sheet. For certain

contracts for dierence (CFD), gross value or required margin is

used. Under IFRS, these CFDs are held at fair value which is the

unrealised gain or loss at the reporting date. Payments and receipts

on the CFDs have been netted o against each other.

(iii)   Net cash consists of: (1) cash held directly by Tetragon, (2) excess

margin held by brokers associated with assets held directly by

Tetragon, (3) cash held in certain designated accounts related

to Tetragon’s investments, some of which may only be used for

designated purposes without incurring signicant tax and transfer

costs, and (4) adjusted for all other assets and liabilities at the

reporting date including any drawn amounts on the revolving

credit facility.

50.00

47.00

44.00

41.00

38.00

35.00

32.00

29.00

26.00

23.00

20.00

NAV at

31 December

2024

Investment

income and

losses

Operating

expenses,

management

and incentive

fees

Interest

expense

Dividends Other share

dilution

NAV at

31 Dec 25

(2.78)

(0.29)

(0.44)

(1.28)

35.43

41.88

11.24

Asset Classes NAV at

31 Dec 2024

Additions

(i)

Disposals/

Receipt

s(i)

Gains/

(Losses)

NAV at

31 Dec 2025

Private equity in Private equity in

asset management asset management

companiescompanies

1,572.81,572.8 98.398.3 (272.1)(272.1) 355.2355.2 1,754.21,754.2

Equity fundsEquity funds 696.3696.3 126.7126.7 (175.0)(175.0) 295.6295.6 943.6943.6

Credit fundsCredit funds 314.4314.4 15.215.2 (110.4)(110.4) (18.5)(18.5) 200.7200.7

Real estateReal estate 130.0130.0 7.27.2 (2.4)(2.4) (10.2)(10.2) 124.6124.6

Private equity and Private equity and

venture capitalventure capital

588.2588.2 49.049.0 (79.4)(79.4) 342.1342.1 899.9899.9

Other equities and Other equities and

credit credit

(ii)(ii)

210.4210.4 84.484.4 (72.3)(72.3) 62.762.7 285.2285.2

Net cashNet cash

(iii) (iii)

(339.1)(339.1) 22.522.5 -- 0.20.2 (316.4)(316.4)

Total 3,173.0 403.3 (711.6) 1,027.1 3,891.8

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21 Tetragon Financial Group

|

Annual Report 202521

Invested in three ways

FIGURE 9

Ownership stakes in asset managers – GP stakes

42%   Ownership stakes in asset managers

(Tetragon Partners)

LP investments in managed funds

33%   Investments in funds on the

Tetragon Partners platform

6%  Investments in external funds

Direct investments

19%

Net asset breakdown as at 31 December 2024

Net asset breakdown as at 31 December 2025

Private equity in asset management companies

42%

Equity funds

22%

Credit funds

5%

Private equity in asset management companies

45%

Equity funds

20%

Credit funds

9%

Real estate

3%

Private equity and venture capital

21%

Other equities and credit

7%

Real estate

3%

Private equity and venture capital

17%

Other equities and credit

6%

Net asset composition

summary

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22 Tetragon Financial Group

|

Annual Report 202522

Top 10 holdings by value at

31 December 2025

Rank

1 2 3 4 5 6 7 8 9 10

Investment

name

Equitix Ripple Labs Inc. Hawke's Point Fund BGO Westbourne River Event

Fund – Low Net

Westbourne River

Event Fund –

Long Bias

UiPATH Inc. Banyan Square Fund 1 LCM Tetragon Life Sciences

Fund

Total

Sector

Infrastructure FinTech Resource nance Global real estate Event-driven equities Event-driven equities Tech (AI) Tech (software) U.S. CLOs Multi-disciplinary

Asset class

Private equity in asset

management company

Private equity and

venture capital

Private equity and

venture capital

Private equity in asset

management company

Equity funds Equity funds Other equities Private equity and

venture capital

Private equity in asset

management company

Equity funds

Fair value ($M)

as of 31 Dec

2025

$1149.1 $509.2 $337.6 $325.1 $301.6 $172.8 $172.1 $146.0 $107.1 $77.7 $3,298.5

% of

investments

27.3% 12.1% 8.0% 7.7% 7.2% 4.1% 4.1% 3.5% 2.5% 1.8% 78.3%

Description

An integrated core

infrastructure asset

management and primary

project platform, with a

sector focus on social

infrastructure, transport,

renewable power,

environmental services,

network utilities and data

infrastructure.

A top U.S. enterprise

blockchain company

underpinned by the

XRP token and XRPL

cryptocurrency ledger.

An investment fund

that provides strategic

capital to companies in

the mining and resource

sectors.

A real-estate focused

principal investing, lending

and advisory rm.

An investment fund

focused on event-driven

investing in European

small- and mid-cap

equities to pursue what

it believes are more

attractive and less-

followed opportunities

seeking to deliver

uncorrelated alpha, with

targeted net exposure of

0-30%.

An investment fund

focused on event-driven

investing in European

small- and mid-cap

equities to pursue what

it believes are more

attractive and less-

followed opportunities

seeking to deliver

uncorrelated alpha, with

targeted net exposure of

~75% .

UiPath is a publicly-quoted

global leader in agentic

automation, empowering

enterprises to harness the

full potential of AI agents

to autonomously execute

and optimise complex

business processes.

An investment fund

focused on non-control

equity investments as

well as opportunistic

investments in public

equities, primarily

investing in enterprise

software and technology

companies.

A specialist in below-

investment grade U.S.

broadly-syndicated

leveraged loans.

An investment fund

targeting opportunities

throughout the drug

development lifecycle -

from late pre-clinical to

early commercial stages,

investing in both public

and private markets.

Security

owned

Equity Series A and B Preferred

shares

LP investment in fund Equity LP investment in fund LP investment in fund Listed equity LP investment in fund Equity LP investment in fund

Valuation

methodology

DCF and Market Multiple Data from private market

platforms and broker

quotes

NAV produced by the

fund's administrator

Sum-of-the-parts

approach with most of

the value derived from

a contractual EBITDA

multiple

NAV produced by the

fund's administrator

NAV produced by the

fund's administrator

Closing exchange price NAV produced by the

fund's administrator

DCF and Market Multiple NAV produced by the

fund's administrator

FIGURE 10

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23 Tetragon Financial Group

|

Annual Report 202523

Detailed investment review

Figure 11 breaks out more detail showing the eect of capital ows and performance gains and

losses on the NAV of each asset class during 2025; more detailed commentary for each asset class

follows.

We have reorganised the asset classes from prior reporting periods as follows, to reect the current

mix of our portfolio based on the underlying assets and fund structures:

•  Westbourne River Event Fund and other funds have been reclassied to “equity funds” from

“event-driven equities, convertible bonds and other hedge funds”.

•  Acasta funds have been reclassied to “credit funds” from “event-driven equities, convertible

bonds and other hedge funds”.

•  U.S. CLOs and Tetragon Credit Partners funds have been reclassied to “credit funds” from “bank

loans”.

•  Contingency Capital funds have been reclassied to “credit funds” from “legal assets” .

•  Hawke’s Point funds have been reclassied to “equity funds” from “private equity and venture

capital”.

•  The new Tetragon Life Sciences Fund has been classied to “equity funds” from “other equities”.

(i)   Any gains or losses on foreign exchange hedging instruments

attributable to a particular strategy or sub-asset class

have been included in “additions” or “disposals/receipts”

respectively. For example, where a hedging gain or loss is

made, this will result in either cash being received or paid,

or cash being receivable or payable, which is equivalent to a

receipt or disposal.

(ii)   Assets characterised as “other equities and credit” consist

of investment assets held directly on the balance sheet. For

certain CFDs, gross value or required margin is used. Under

IFRS, these CFDs are held at fair value which is the unrealised

gain or loss at the reporting date. Payments and receipts on the

CFDs have been netted o against each other.

(iii)   Net cash consists of: (1) cash held directly by Tetragon, (2)

excess margin held by brokers associated with assets held

directly by Tetragon, (3) cash held in certain designated

accounts related to Tetragon’s investments, some of which

may only be used for designated purposes without incurring

signicant tax and transfer costs, and (4) adjusted for all other

assets and liabilities at the reporting date including any drawn

amounts on the revolving credit facility.

Asset classes NAV at

31 Dec

2024

Additions Disposals/

Receipts

(i)

Gains/

(Losses)

(i)

NAV at

31 Dec

2025

% of

investments

Private equity in asset management companies

Equitix 922.4  32.8  (238.3)  432.2  1,149.1  27.3%

BGO 290.2  - (19.9)  54.8  325.1  7.7%

LCM 223.6  - - (116.5)  107.1  2.5%

Platform and other asset managers 136.6  65.5  (13.9)  (15.3)  172.9  4.1%

Equity funds

Hawke's Point funds and co-investments 198.4  15.1  (108.4)  259.8  364.9  8.7%

Westbourne River Event Fund – Low Net 306.5  - - (4.9)  301.6  7.2%

Westbourne River Event Fund – Long Bias 157. 3  11.4  - 4.1  172.8  4.1%

Tetragon Life Sciences Fund 9.6  100.2  (62.6)  30.5  77.7  1.8%

Other funds 24.5  - (4.0)  6.1  26.6  0.6%

Credit funds

Contingency Capital funds 51.5  13.9  (9.4)  5.5  61.5  1.5%

Acasta funds 97.1  - (50.0)  8.3  55.4  1.3%

Tetragon Credit Partners funds 76.1  1.3  (26.3)  (8.7)  42.4  1.0%

U.S. CLOs 89.7  - (24.7)  (23.6)  41.4  1.0%

Real estate

BGO funds and co-investments 95.1  6.9  (2.4)  (13.6)  86.0  2.0%

Other real estate 34.9  0.3  - 3.4  38.6  0.9%

Private equity and venture capital

Banyan Square funds 162.4  21.7  (7.0)  5.2  182.3  4.3%

Other funds and co-investments 170.9  27.3  (3.9)  10.5  204.8  4.9%

Direct 254.9  - (68.5)  326.4  512.8  12.2%

Other equities and credit

(ii)

Other equities 210.4  84.4  (72.3)  62.7  285.2  6.8%

Net cash

(iii)

Net cash (339.1)  22.5  - 0.2  (316.4)

Total 3,173.0  403.3  (711.6)  1,027.1  3,891.8  100%

FIGURE 11

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2025 NAV breakdown

Equitix BGO

LCM Platform

and other

asset

managers

Hawke's Point funds

and co-investments

Westbourne River Event

Fund – Low Net

Other equities

Westbourne River Event

Fund – Long Bias

Tetragon

Life Sciences

Fund

Other

funds

Banyan Square

funds

DirectOther funds and

co-investments

Equitix BGO

LCM

Platform

and other

asset

managers

Hawke's Point funds

and co-investments

Westbourne River Event Fund – Low Net Westbourne River Event

Fund – Long Bias

Banyan Square

funds

Other funds

Other funds and

co-investments

Direct

BGO funds and

co-investments

U.S. CLOs Tetragon

Credit Partners

funds

Acasta funds

Other equities

Contingency

Capital funds

24 Tetragon Financial Group

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Annual Report 202524

INVESTMENT REVIEW

Private equity in asset

management companies

Equity funds

Private equity and venture capital

Other equities and credit

Credit funds

Real estate

(1)  Tetragon Life Sciences Fund

(2)  Contingency Capital funds

(3)  Tetragon Credit Partners funds

(4)  U.S. CLOs

(5)  Acasta funds

(6)  BGO funds and co-investments

(7)  Other real estate 2024

(8)  Other real estate 2025

Net asset breakdown summary at 31 December 2025

Net asset breakdown summary at 31 December 2024

(1)

(2) (2)

(3)

(4) (4)(3)(5) (5)(6) (6)(7) (8)

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25 Tetragon Financial Group

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Annual Report 202525

INVESTMENT REVIEW

Detailed investment review

Private equity investments in asset

management companies (Tetragon Partners)

Tetragon Partners manages, oversees and supervises

our majority and minority GP stakes in asset management

companies. In addition to investing as an LP in some of the

strategies managed by Tetragon Partners asset managers,

Tetragon aims to realise, where appropriate, the value of its

GP stakes in these businesses, whether through strategic

transactions or dispositions. Through Tetragon Partners,

Tetragon buys, launches and builds asset management

businesses. Depending on the circumstances, Tetragon

can provide working capital, co-investment capital and/

or operating infrastructure – encompassing critical

business management functions such as risk management,

business development, investor relations, nancial control,

technology, and compliance/legal matters – supporting

long-term value creation while enabling entrepreneurial

independence for the CIOs of these businesses. This

segment recorded an investment gain of $355.2 million in

2025, driven by Equitix.

The investment in Equitix was the

strongest positive contributor in

Tetragon’s portfolio during 2025.

Equitix: The investment in Equitix, a leading international

investor, developer and fund manager in infrastructure, was

the strongest positive contributor in Tetragon’s portfolio

during 2025.

In October 2025, Tetragon completed the sale of a

minority stake in Equitix to Hunter Point Capital, or HPC, an

independent investment rm providing capital solutions

and strategic support to alternative asset managers.

HPC acquired a 16.1% stake in the business at an implied

enterprise value of £1.3 billion, before accounting for net

debt. HPC’s stake was acquired from existing shareholders:

approximately 14.6% from Tetragon Partners and 1.5% from

Equitix management. Tetragon will continue to hold 66.4% of

Equitix. Tetragon’s investment made a gain of $432.2 million

in 2025, driven by a combination of (a) a higher valuation as

the valuation approaches were calibrated towards the above

transaction; (b) foreign exchange gains as the pound gained

8% against the U.S. dollar (approximately 50% of the value

is currently hedged); and (c) dividend income of $9.4 million

received from Equitix.

Tetragon Partners brings together

our GP stakes in alpha-driven

alternative asset managers.

BGO: BGO is a real estate-focused principal investing,

lending and advisory rm. In 2025, the investment gained

$54.8 million. Distributions to Tetragon during the period

totalled $19.9 million, reecting a combination of xed

quarterly contractual payments and variable payments. The

valuation of BGO is on a discounted cash ow basis with an

assumed exit upon the exercise of a call option in 2026. The

exercise price is determined based on the average EBITDA

of BGO during the two years prior to exercising the option.

The main driver of the gain was an increase in the value of

the put/call option due to a higher EBITDA achieved than

previously forecast and an unwinding of the discount.

LCM: LCM is a bank loan asset management company.

LCM manages loan assets through Collateralised Loan

Obligations (CLOs), which are long-term, multi-year

investment vehicles. LCM’s AUM stood at $6.6 billion as

of 31 December 2025, 25% lower than the 31 December

2024 AUM of $8.8 billion, due to amortisation of the existing

deals and no new deals during 2025. Due to the recent new

CLO issuance volumes by LCM, the future capital raising

assumptions were reduced in the valuation model by the

valuation agent. Both factors resulted in a lower EBITDA for

the Market Multiple approach and lower future cash ows

used in the DCF valuation. Furthermore, the discount rate

used in the DCF valuation increased by 150 basis points and

the EBITDA multiple used in the Market Multiple approach

was reduced from 12.5x to 10.9x. During the year, Tetragon’s

investment in LCM made an unrealised loss of $116.5 million

as the valuation reected the factors described above.

Platform and other asset managers:

Tetragon Partners’ other asset managers consist of eight

diversied alternative asset managers: Westbourne River

Partners, Acasta Partners, Tetragon Global Equities,

Tetragon Credit Partners, Hawke’s Point, Banyan Square,

Contingency Capital and Tetragon Life Sciences. Details of

these can be found on Tetragon’s website.

The collective loss on Tetragon’s investments in these

managers and the platform was $15.3 million during 2025,

owing to the working capital support provided to relatively

nascent businesses.

Please see Note 4 in the 31 December 2025 Tetragon

Financial Group Limited audited nancial statements for

further details on the basis for determining the fair value of

Tetragon Partners.

Tetragon Partners

+$355M

2025 performance

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26 Tetragon Financial Group

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Annual Report 202526

INVESTMENT REVIEW

Detailed investment review

Equity funds

Tetragon invests in equities primarily through funds

managed by Hawke’s Point, Westbourne River

Partners, Tetragon Life Sciences and Tetragon Global

Equities. Investments in these funds generated a

gain of $295.6 million during 2025, driven by gains

in Hawke’s Point funds and co-investments.

Hawke’s Point funds and co-investments: Tetragon’s

resource nance investments managed by Hawke’s Point

generated a gain of $259.8 million during 2025, primarily

driven by its investment in Ora Banda Mining Limited, an

Australian gold mining project. This company had a strong

2025 with positive developments in a number of its mines

leading its stock to perform well; in addition, its shares were

added to the ASX 300, the ASX 200, and the MVIS Global

Junior Miners Index. Tetragon invested an additional $15.1

million into Hawke’s Point as it added an investment in an

Australian copper producer and increased its investments in

another Australian gold mining project. A partial liquidation

of investments produced distributions of $108.4 million

during the year. Additionally, Tetragon committed $9.9

million to Hawke’s Point Critical Metals Fund.

Westbourne River Event Fund – Low Net: This fund

focuses on event-driven investing in European small-

and mid-cap equities to pursue what it believes are more

attractive and less-followed opportunities seeking to deliver

uncorrelated alpha. The Low Net product has targeted net

exposure of between 0-30%. Tetragon’s investments in

this fund recorded a loss of $4.9 million during the year. Net

performance for the fund was -1.6% for 2025 in its agship

share class. Gains in M&A and corporate restructuring

trades were oset by weakness in dislocation names and

the portfolio hedge.

Investments managed by Hawke’s

Point generated a gain of $260

million in 2025.

Westbourne River Event Fund – Long Bias: This fund

follows the same strategy as the Low Net vehicle but has

targeted net exposure of approximately 75%. Tetragon’s

investment generated a gain of $4.1 million during 2025.

Net performance for the fund was +10.3% for 2025 in its

agship share class.

Tetragon Life Sciences Fund: The fund invests in both

public and private markets, targeting opportunities

throughout the drug development cycle. The investment

strategy is focused on high-impact therapeutic areas such

as immune-mediated diseases, cardiometabolic and renal

conditions, neurological disorders, rare diseases, and

precision oncology. In 2025, Tetragon invested $100.2

million of capital and received $62.6 million from sale of

investments, with a gain of $30.5 million for the year.

Other equity funds: Investments in other equity-focused

funds had a gain of $6.1 million during 2025.

Credit funds

Tetragon invests in credit primarily through Contingency

Capital funds, Acasta Partners funds, Tetragon Credit

Partners funds, and LCM-managed CLOs. This segment had

a loss of $18.5 million in 2025.

Contingency Capital funds: The Contingency Capital

funds combine credit structuring and legal underwriting

to create pools of legal assets and lend against them in a

manner consistent with how a traditional asset-based lender

would lend against receivables or inventory. Tetragon has

committed capital of $74.5 million to Contingency Capital

vehicles, $55.2 million of which has been called to date. A

gain of $5.5 million was generated from this investment.

Acasta Partners funds: The Acasta Global Fund invests

opportunistically across the credit universe with a particular

emphasis on convertible securities, distressed instruments,

metals and mining, and volatility-driven strategies. Acasta

Partners also manages the Acasta Energy Evolution Fund, a

portfolio targeted at opportunities driven by the transition

of energy to renewable resources. Tetragon’s investment in

Acasta funds generated a gain of $8.3 million during 2025.

Tetragon reduced its holding in Acasta Global Fund by $50

million during the year.

Tetragon Credit Partners funds

(1)

: Tetragon invests in bank

loans indirectly through Tetragon Credit Partners funds.

TCI II, TCI III, TCI IV and TCI V are CLO investment vehicles

established by Tetragon Credit Partners. During 2025,

Tetragon’s investments in funds managed by Tetragon

Credit Partners generated $26.3 million in cash distributions

and a loss of $8.7 million. Performance was negatively

impacted by realised and unrealised losses on certain older-

vintage loan exposures.

U.S. CLOs: Tetragon continues to invest in bank loans through

CLOs managed by LCM, primarily by taking majority positions

in the equity tranches. Directly-owned U.S. CLOs generated

a loss of $23.6 million during 2025. This performance was

driven by realised and unrealised losses on certain older-

vintage loan exposures. During the year, investments in this

segment generated $24.7 million in cash proceeds.

(1) TCI II refers to Tetragon Credit Income II L.P., TCI III refers to Tetragon

Credit Income III L.P., TCI IV refers to Tetragon Credit Income IV L.P

and TCI V refers to Tetragon Credit Income V L.P.

Credit funds

-$19M

2025 performance

Equity funds

+$296M

2025 performance

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27 Tetragon Financial Group

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Annual Report 202527

INVESTMENT REVIEW

Detailed investment review

Real estate

Tetragon’s real estate investments are primarily through

principal investment vehicles managed by BGO. These

investments are geographically focused and include

investments in the United States, Canada, Europe and Asia

and generally take an opportunistic private-equity style

investment approach.

BGO funds and co-investments: This segment had a net loss

of $13.6 million in 2025, due to losses in the U.S. investments.

Other real estate: Tetragon holds investments in

commercial farmland in Paraguay managed by a specialist

third-party manager in South American farmland. This

investment generated an unrealised gain of $3.4 million after

a third-party revaluation in 2025.

Private equity and venture capital

Tetragon’s private equity and venture capital investments

comprise several types of investments: Tetragon’s

investments in Banyan Square Partners funds and co-

investments; private equity investments with third-party

managers; and direct private equity investments, including

venture capital investments. This segment generated gains

of $342.1 million in 2025.

Direct private equity investments

produced gains of $326 million,

primarily related to positive

performance in the investment in

Ripple Labs Inc.

Direct: This category produced gains of $326.4 million

during the year, primarily related to positive performance in

the investment in Ripple Labs Inc. Ripple Labs is a top U.S.

enterprise blockchain company underpinned by the XRP

token and XRPL cryptocurrency ledger. The gain was driven

by an increase in the price of Ripple shares observed in the

private market, from $64.50 per share at the end of 2024 to

$150 per share by the end of 2025. Ripple conducted three

tender oers in 2025 at a purchase price of $125, $175 and

$250 per share. Tetragon participated in these tender oers

and received $65.7 million of cash receipts.

Other funds and co-investments: Investments in externally-

managed private equity funds and co-investment vehicles

in Europe and North America made gains of $10.5 million in

2025, spread across 41 dierent positions.

Banyan Square Partners: Banyan Square Partners is an

investment rm focused on non-control equity investments

as well as opportunistic investments in public equities.

Banyan Square Partners primarily invests in enterprise

software and technology companies. Investments in

Banyan Square’s portfolio companies generated a gain

during the period of $5.2 million. Banyan Square has 17

positions across its two funds, which include investments

across application software, infrastructure software, and

cybersecurity.

Real estate

-$10M

2025 performance

Private equity and venture capital

+$342M

2025 performance

Other equities and credit

+$63M

2025 performance

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28 Tetragon Financial Group

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Annual Report 202528

INVESTMENT REVIEW

Detailed investment review

Other equities and credit

Tetragon makes direct investments from its balance sheet,

targeting idiosyncratic opportunities that are typically single-

strategy ideas, opportunistic and catalyst driven. These range

from listed instruments to private investments and cover a

broad range of assets. The breadth and diversity of its LP

investments in managed funds, including through Tetragon

Partners, also creates co-investment opportunities and ideas

which it may develop as direct investments. This segment

generated a gain of $62.7 million during 2025 and comprised

15 positions at 31 December. Over half of the NAV of this

segment is shares in UiPath, an equity position that was the

seventh-largest holding at 31 December 2025. UiPath is a

global leader in agentic automation, which helps enterprises

to harness the full potential of AI agents to autonomously

execute and optimise complex business processes. There

were no credit positions at 31 December 2025.

Cash

Tetragon’s net cash balance is comprised of the following:

$M

Cash at bank 27.1

Drawn balance of credit facility (350.0)

Net amount due to brokers

(2)

(0.6)

Net receivables and payables 7.1

Net cash (316.4)

During the year, Tetragon increased the size of the credit

facility to $500.0 million from $400.0 million and extended

the maturity date to December 2034. As of 31 December

2025, $350.0 million of this facility was drawn and this

liability has been incorporated into the net cash balance

calculation. The company actively manages its cash

levels to cover future commitments and to enable it to

capitalise on opportunistic investments and new business

opportunities. During 2025, Tetragon used $380.8

million of cash to make investments and $23.7 million to

pay dividends. $711.6 million of cash was received as

distributions and proceeds from the sale of investments.

Future cash commitments are $99.9 million, comprising:

investment commitments to private equity funds of $35.0

million; Contingency Capital funds of $19.3 million; BGO

funds of $20.7 million; Tetragon Credit Partners funds of

$15.0 million; and Hawke’s Point funds of $9.9 million.

(2) Net amount due to brokers includes (i) excess margin held by brokers,

(ii) prime broker borrowing, and (iii) unrealised value of derivative

assets and liabilities.

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29 Tetragon Financial Group

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Annual Report 202529

INVESTMENT REVIEW

(1)  Assumptions for “By geography”:

•  Equity funds, credit funds, real estate,

private equity and venture capital, and

other equities and credit investments are

based on the geographies of the underlying

portfolio assets.

•  U.S. CLOs and Tetragon Credit Partners

funds are treated as 100% North America.

•  LCM, Tetragon Credit Partners, Banyan

Square Partners, Contingency Capital

(Tetragon Partners) are treated as 100%

North America.

•  BGO (Tetragon Partners) is treated as 24%

Europe, 66% North America, and 10% Asia-

Pacic.

•  Acasta Partners (Tetragon Partners) is

treated as 80% Europe and 20% North

America.

•  Westbourne River Partners and Equitix

(Tetragon Partners) are treated as 100%

Europe.

•  Hawke’s Point (Tetragon Partners) is treated

as 100% Asia-Pacic.

(2)  Assumptions for “By exposure”:

(i)   Exposure represents the net asset value of

the private equity position in the relevant

asset management company and the

investments in funds/accounts managed by

that asset management company.

(ii)   Exposure represents the net asset value of

investments.

(iii)   Exposure represents the net asset value

of the private equity position in the asset

management company.

Source: Tetragon.

Further portfolio metrics

By exposure

Westbourne River

(i)

12%

LCM

(i)

4%

BGO

(i)

10%

Acasta Partners

(i)

2%

External

(ii)

6%

Direct balance sheet

(ii)

19%

Equitix

(iii)

27%

Tetragon Credit Partners

(i)

1%

Hawke’s Point

(i)

9%

Banyan Square

(i)

5%

Tetragon Life Sciences

2%

Contingency Capital

(i)

3%

North America

43%

Europe

46%

Asia-Pacic

10%

Latin America

1%

By geography

By investment

Currency exposure

Tetragon is a U.S. dollar-based fund and reports all its metrics in U.S. dollars.

During 2025, all investments denominated in other currencies were hedged to

U.S. dollars, except for some of the GBP-denominated exposure in Equitix.

FIGURE 12

Ownership stakes in asset

managers – GP stakes

42%   Ownership stakes

in asset managers

(Tetragon Partners)

LP investments in

managed funds

33%   Investments in funds on

the Tetragon Partners

platform

6%   Investments in

external funds

Direct investments

19%

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Tetragon Financial Group

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Annual Report 2025

30 Tetragon Financial Group

|

Annual Report 2025

FINANCIAL

REVIEW

5

31  Financial highlights

31  Pro forma statement of comprehensive income

32  Pro forma statement of nancial position

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31 Tetragon Financial Group

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Annual Report 202531

FINANCIAL REVIEW

Financial highlights through 2023–2025

2025 2024 2023

Reported GAAP Net Income ($M)  $729.6 $352.2 $141.1

Adjusted Net Income ($M)  $744.1 $411.9 $150.4

Reported GAAP EPS  $8.36 $4.13 $1.62

Adjusted EPS  $8.52 $4.83 $1.72

Return on Equity  23.4% 14.6% 5.5%

Net Assets ($M)  $3,891.8 $3,173.0 $2,825.4

IFRS number of shares outstanding (million) 83.7 82.0 81.2

NAV per share  $46.51 $38.69 $34.79

Fully Diluted Shares Outstanding (million) 92.9 89.5 90.8

Fully Diluted NAV per share  $41.88 $35.43 $31.13

NAV per share Total Return  19.6% 15.4% 6.4%

Dividends per share $0.45 $0.44 $0.44

Pro forma statement of comprehensive income 2024–2025

2025 ($M) 2024 ($M)

Net gain on non-derivative nancial assets at fair value through prot or loss 1,088.3 558.5

Net (loss)/gain on derivative nancial assets and liabilities (61.0) 15.5

Net (loss)/gain on foreign exchange (0.3) 0.3

Interest income 0.1 0.9

Investment income 1,027.1 575.2

Management and incentive fees (248.6) (130.6)

Other operating and administrative expenses (7.1) (7.3)

Interest expense (27.3) (25.4)

Total adjusted operating expenses (283.0) (163.3)

Adjusted net income 744.1 411.9

Tetragon uses the following metrics, among others, to

understand the progress and performance of the business:

•  Adjusted Net Income ($744.1 million): Please see Figure

14 for more details and a breakdown of the Adjusted Net

Income.

•  Return on Equity (23.4%): Adjusted Net Income ($744.1

million) divided by Net Assets at the start of the year

($3,173.0 million).

•  Fully Diluted Shares Outstanding (92.9 million): Adjusts

the IFRS shares outstanding (83.7 million) for various

dilutive factors (9.2 million shares). Please see Figure 18

for more details.

•  Adjusted EPS ($8.52): Calculated as Adjusted Net Income

($744.1 million) divided by the time-weighted average

IFRS shares during the period (87.3 million).

•  Fully Diluted NAV per share ($41.88): Calculated as Net

Assets ($3,891.8 million) divided by Fully Diluted Shares

Outstanding (92.9 million).

Share-based expense of $14.5 million (2024: $5.5 million)

has been removed. This adjustment is consistent with how

Adjusted Net Income has been determined in prior periods.

During the year, $196.7 million (2024: $87.3 million) of

incentive fee was expensed and none (2024: $35.6 million)

remains outstanding at 31 December 2025.

FIGURE 13 FIGURE 14

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32 Tetragon Financial Group

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Annual Report 202532

FINANCIAL REVIEW

FIGURE 15

Pro Forma statement of nancial position as at 31 December 2024

and 31 December 2025

31 Dec 2025

($M)

31 Dec 2024

($M)

ASSETS

Investments 4,207.8 3,504.3

Derivative nancial assets 10.0 18.7

Other receivables 11.6 5.2

Amounts due from brokers - 6.2

Cash and cash equivalents 27.1 30.5

Total assets 4,256.5 3,564.9

LIABILITIES

Loans and borrowings (350.0) (300.0)

Derivative nancial liabilities (7.0) (0.1)

Other payables and accrued expenses (4.5) (38 .1)

Amounts due to brokers (3.2) (53.7)

Total liabilities (364.7) (391.9)

NET ASSETS 3,891.8 3,173.0

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Tetragon Financial Group

|

Annual Report 2025

33 Tetragon Financial Group

|

Annual Report 2025

GOVERNA NCE

6

34  Our structure

35  Board of Directors

39  The investment manager

44  Directors’ report

46  AIC Code of Corporate Governance

47  Additional information

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34 Tetragon Financial Group

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Annual Report 202534

GOVERNANCE

Our structure

Tetragon is a Guernsey closed-ended

investment company, with an external

investment manager, Tetragon Financial

Management LP. The company is listed on

Euronext in Amsterdam, a regulated market

of Euronext Amsterdam N.V., and also traded

on the Specialist Fund Segment of the Main

Market of the London Stock Exchange.

(i)   The value of Tetragon’s assets, less any

liabilities, as at 31 December 2025.

Source: Tetragon.

Types of shareholder

Listed entity

External manager

Ways we invest

LP investments in managed funds

Ownership stakes in asset managers – GP stakes

Direct investments

Tetragon Partners

Direct investments

Non-voting public shareholders

Ownership stakes in asset managers – GP stakes

Tetragon Financial Management LP

Tetragon Financial Group’s

investment manager

Tetragon Financial Group Limited

(Euronext, SFS London Stock Exchange)

Permanent

capital

$3.9Bn Net Asset

Value

(i)

LP investments in managed funds

Externally

managed

funds

Internal

funds

Tetragon

Partners

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Tetragon Financial Group

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Annual Report 2025

35

GOVERNANCE

Board of Directors

The Board of Directors currently

comprises ve Directors, of which

three are Independent Directors.

Deron Haley, also known as D.J., was most

recently a founding Partner and Chief Operating

Ocer at Durational Capital Management,

LP, a New York-based private equity rm that

specialises in consumer buy-outs. Prior to

Durational Capital Management, he was the

Chief Operating Ocer of Hound Partners,

LLC, a New York-based global equity fund.

Prior thereto, he was a senior executive of Zi

Brothers Investments, LLC, a global, single-

family oce that invested directly in private

and public equities, xed income, global macro,

and commodities, and led rmwide operational

and management initiatives. D.J. began his

nance career as an equity research analyst,

and later a registered trader before taking on

senior managerial roles. Prior to nance, he

served ve years active duty in the United States

Navy. He is a founding Director of the Navy

SEAL Foundation, and sits on the Investment

Committee of The Heinz Endowments. He holds

a B.S. in Mechanical Engineering from Carnegie

Mellon University in Pittsburgh and an M.B.A.

from Harvard Business School.

Steven Hart serves as President of Hart Capital

LLC, which he founded in 1998 as a family oce

to invest in a diversied portfolio of assets with a

strong education industry focus. Steven was the

co-owner (1999-2010) and member of the Board

of Directors (1999-2007) of Lincoln Educational

Services Corporation. From 1983 to 1997, he

was Co-Founder of a family-owned conglomerate

where he acquired and managed manufacturing

and distribution companies involved in

automotive, printing, apparel and industrial

textiles, electronics, synthetic foam, and home

furnishing industries. Steven served as Chairman

of the State of Connecticut Investment Advisory

Council from 1995 to 2003, which oversees

the State of Connecticut Retirement Plans and

Trust Funds, and, as a trustee (1996-2003),

and Chairman (2003) of the Stanford University

Graduate School of Business Endowment Trust.

From 2011-2020, he served as a member of the

Boards of Directors of several funds connected

with Blue Harbour Group, L.P. In 2025, Steven

joined the board of Norwalk Community College

Foundation, Inc. Steven earned an M.B.A. from

Stanford University Graduate School of Business

and a B.A. in Math/Economics from Wesleyan

University.

David O’Leary retired from State Street

Corporation in Boston, Massachusetts in

2012, where he was Executive Vice President

– Chief Administrative Ocer (2010-2012) and

Executive Vice President – Global Head of Human

Resources (2005-2010). At State Street, he

managed a global team of 325 sta across 15

countries and was a member of its ten-person

Operating Group and Management Committee,

reporting directly to its Chief Executive Ocer.

From 1985 to 2004, David was at Credit Suisse

First Boston, serving as Managing Director, Global

Head of Human Resources from 1988 to 2003,

where he managed a global team of 250 sta in

13 countries responsible for all aspects of Human

Resources in the Americas, Europe, and Asia.

David began his career in nancial services at

Merrill Lynch & Company in New York, where he

was Vice President – Executive Compensation

from 1981 to 1985. He earned an M.B.A. from the

University of Massachusetts, where he graduated

rst in his class, an M.S. from the State University

of New York and a B.S. from Union College.

Deron J. Haley

Independent Director

Steven Hart

Independent Director

David O’Leary

Independent Director

LETTER TO SHAREHOLDERS

AUDITED FINANCIAL STATEMENTS

MANAGER’S REVIEW

INVESTMENT REVIEW

FINANCIAL REVIEW

OTHER INFORMATION

SNAPSHOTCONTENTS

GOVERNANCE



Tetragon Financial Group

|

Annual Report 2025

36

GOVERNANCE

Board of Directors

Reade Grith is Co-Founder and Chief

Investment Ocer of Tetragon. Reade is a

member of Tetragon’s Board of Directors and

its investment manager’s Investment and Risk

Committee.

Prior to co-founding Tetragon in 2005, Reade

co-founded Polygon, a multi-strategy hedge fund

management business, in 2002. In 2012, Tetragon

acquired Polygon.

Reade is also Chief Investment Ocer for

Tetragon’s European event-driven equities

business, Westbourne River Partners.

Reade holds an A.B. degree in Economics from

Harvard College and a J.D. degree from Harvard

Law School. Reade also served as an ocer

in the U.S. Marine Corps and left as a Captain

following the 1991 Gulf War. Reade was previously

the Founder and Chief Executive Ocer of the

European oce of Citadel Investment Group, a

multi-strategy hedge fund that he joined in 1998.

Reade is currently a member of the Royal United

Services Institute Advisory Board and the Dean’s

Advisory Board at Harvard Law School. From

2017 until 2020, Reade was a member of the

Financial Sector Forum at the Bank of England.

Reade is based in London with his wife, Elizabeth,

and their three daughters. Reade and Elizabeth

have a strong interest in creating educational

and athletic opportunities for young people,

having benetted from being club and varsity

sport participants during their time as Harvard

undergraduates. Together they have endowed

a fund to support Harvard’s eorts to promote

inclusion and broaden access to organised sports

and recreational activity. Their education-focused

philanthropy also includes funding a 100% bursary

in perpetuity at St Paul’s Girls’ School in London.

Reade is passionate about y shing, wildlife

conservation and the use of sustainable and

regenerative farming methods to encourage

biodiversity. He is also a member of the Presidents’

Club for both the Atlantic Salmon Trust and the

Game and Wildlife Conservation Trust.

Paddy Dear is Tetragon’s Co-Founder in 2005 and

is a member of Tetragon’s Board of Directors and

its investment manager’s Investment and Risk

Committee.

Prior to co-founding Tetragon in 2005, Paddy

co-founded Polygon, a multi-strategy hedge fund

management business, in 2002. In 2012, Tetragon

acquired Polygon.

Paddy received a BSc in Petroleum Engineering

from Imperial College London, graduating top

of his year. He started his career as a Petroleum

Engineer with Marathon Oil working in London,

Denver and oshore in the North Sea. He

later moved into nance and prior to setting

up Polygon was a Managing Director at UBS

Investment Bank, where he worked for 14 years in

London and New York.

Paddy believes strongly in the importance of

educational opportunity and was a beneciary

of a bursary at Winchester College himself. To

this end, much of Paddy’s charitable giving has

an educational and social mobility focus. He also

actively supports and mentors young, aspiring UK

entrepreneurs with a special interest in those with

a technology bias and a social benet.

Paddy, together with his wife Janie, are livestock

farmers in Gloucestershire and Scotland and are

advocates for local, sustainable, regenerative

farming methods.

Paddy is a fan of the arts and is supporter of the

National Gallery and the Royal Opera House. He

continues to be an avid and active sportsperson

in particular tennis, cycling, skiing, and hiking.

Paddy is based in London.

Reade Grith

Tetragon Co-Founder and

Chief Investment Ocer

Paddy Dear

Tetragon Co-Founder

LETTER TO SHAREHOLDERS

AUDITED FINANCIAL STATEMENTS

MANAGER’S REVIEW

INVESTMENT REVIEW

FINANCIAL REVIEW

OTHER INFORMATION

SNAPSHOTCONTENTS

GOVERNANCE



37 Tetragon Financial Group

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Annual Report 202537

GOVERNANCE

Board of Directors

The Board of Directors of Tetragon

Size, independence and composition of the Board of

Directors of Tetragon

The structure, practices and committees of the Board of

Directors of Tetragon, including matters relating to the size,

independence and composition of the Board of Directors,

the election and removal of Directors, requirements

relating to Board action and the powers delegated to Board

committees, are governed by Tetragon’s Memorandum and

Articles of Incorporation.

Tetragon has ve Directors, or the Directors. As set out

below and as elsewhere described in the risk factors found

on Tetragon’s website at https://www.tetragoninv.com/

shareholders/additional-info/risk-factors/, not less than

a majority of the Directors are independent. A Director

will be an “Independent Director” if the Board of Directors

determines that the person satises the standards for

independence contained in the Corporate Governance

Code 2024 in all material respects. If the death, resignation

or removal of an Independent Director results in the Board

of Directors having less than a majority of Independent

Directors, the vacancy must be lled promptly. Pending

the lling of such vacancy, the Board of Directors may

temporarily consist of less than a majority of Independent

Directors and those Directors who do not meet the

standards for independence may continue to hold oce.

A Director who is not an Independent Director will not be

required to resign as a Director as a result of an Independent

Director’s death, resignation or removal. In addition,

Tetragon’s Memorandum and Articles of Incorporation

prohibit the Board of Directors from consisting of a majority

of Directors who are resident in the United Kingdom.

Election and removal of Directors of Tetragon

Each member of Tetragon’s Board of Directors is elected

annually by the holder of Tetragon’s voting shares. All

vacancies on the Board of Directors, including by reason

of death or resignation, may be lled, and additional

Directors may be appointed, by a resolution of the holder of

Tetragon’s voting shares.

A Director may be removed from oce for any reason

by notice requesting resignation signed by all other

Directors then holding oce, if the Director is absent from

four successive meetings without leave expressed by a

resolution of the Directors or for any reason by a resolution

of the holder of Tetragon’s voting shares. A Director will

also be removed from the Board of Directors if they become

bankrupt, if they become of unsound mind, if they become a

resident of the United Kingdom and such residency results

in a majority of the Board of Directors being residents of the

United Kingdom or if they become prohibited by law from

acting as a Director. A Director is not required to retire upon

reaching a certain age.

Action by the Board of Directors of Tetragon

The Board of Directors of Tetragon may take action in a duly

convened meeting, for which a quorum is ve Directors,

or by a written resolution signed by at least ve Directors.

When action is to be taken by the Board of Directors, the

armative vote of ve of the Directors then holding oce

is required for any action to be taken. As a result, the Board

of Directors will not be able to act without the armative

vote of both of the Directors aliated with the holder of

Tetragon’s voting shares.

The Directors are responsible for the management of

Tetragon. They have delegated to the investment manager

certain functions, including broad discretion to adopt an

investment strategy to implement Tetragon’s investment

objective. However, certain matters are specically reserved

for the Board of Directors under the Memorandum and

Articles of Incorporation.

Transactions in which a Director has an Interest

Provided that a Director has disclosed to the other

Directors the nature and extent of any such Director’s

interests in accordance with the Companies (Guernsey)

Law, 2008, as amended, a Director, notwithstanding his

oce: (a) may be a party to, or otherwise interested in,

any transaction or arrangement with Tetragon or in which

Tetragon is otherwise interested; (b) may be a Director

or other ocer of, or employed by, or a party to any

transaction or arrangement with, or otherwise interested

in, any body corporate promoted by Tetragon or in which

Tetragon is otherwise interested; and (c) shall not be

accountable to Tetragon for any benet derived from any

such transaction or arrangement or from any interest

in any such body corporate, and no such transaction or

arrangement shall be void or voidable on the grounds of

any such interest or benet or because such Director is

present at or participates in the meeting of the Directors

that approves such transaction or arrangement, provided

that (i) the material facts as to the interest of such Director

in such transaction or arrangement have been disclosed

or are known to the Directors and the Directors in good

faith authorise the transaction or arrangement and (ii) the

approval of such transaction or arrangement includes the

votes of a majority of the Directors that are not interested in

such transaction or such transaction is otherwise found by

the Directors (before or after the fact) to be fair to Tetragon

as of the time it is authorised.

Under the Investment Management Agreement, the

Directors have authorised the investment manager to enter

into transactions on behalf of Tetragon with persons who

are aliates of the investment manager, provided that in

connection with any such transaction that exceeds

$5.0 million of aggregate investment the investment

manager informs the Directors of such transaction and

obtains either (i) the approval of a majority of the Directors

that do not have a material interest in such transaction or (ii)

an opinion from a recognised investment bank, auditing rm

or other appropriate professional rm substantively to the

eect that the nancial terms of the transaction are fair to

Tetragon from a nancial point of view.

Compensation

The remuneration for Directors is determined by resolution

of the holder of Tetragon’s voting shares. The Directors’

annual fee is $150,000 in compensation for service on

the Board of Directors of Tetragon (2024: $150,000).

The Directors have the option to elect to receive shares

in Tetragon instead of the fee. The Directors aliated

with the holder of Tetragon’s voting shares have waived

their entitlement to a fee. The Directors are entitled to be

repaid by Tetragon for all travel, hotel and other expenses

reasonably incurred by them in the discharge of their duties.

None of the Directors has a contract with Tetragon providing

for benets upon termination of employment.

In addition to the annual fee, Tetragon has awarded its shares

to the Independent Directors as described on page 84.

LETTER TO SHAREHOLDERS

AUDITED FINANCIAL STATEMENTS

MANAGER’S REVIEW

INVESTMENT REVIEW

FINANCIAL REVIEW

SNAPSHOTCONTENTS

OTHER INFORMATION

GOVERNANCE



38 Tetragon Financial Group

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Annual Report 202538

GOVERNANCE

Board of Directors

Certain Corporate Governance Rules

Tetragon is required to comply with all provisions of the

Companies (Guernsey) Law, 2008, as amended, relating

to corporate governance to the extent that the same are

applicable and relevant to Tetragon’s activities. In particular,

each Director must seek to act in accordance with the

“Code of Practice – Company Directors”. Tetragon reports

against the AIC Code of Corporate Governance (AIC Code).

The 2024 AIC Code has been endorsed by, amongst others,

the Financial Reporting Council and the Guernsey Financial

Services Commission (GFSC). This means that Tetragon

may make a statement that by reporting against the AIC

Code it is meeting its applicable obligations under the UK

Corporate Governance Code 2024, the 2011 GFSC Finance

Sector Code of Corporate Governance and any associated

disclosure requirements under paragraph 9.8.6 of the

London Stock Exchange’s Listing Rules. No formal corporate

governance code applies to Tetragon under Dutch law.

Indemnity

Each present and former Director or ocer of Tetragon

is indemnied against any loss or liability incurred by the

Director or ocer by reason of being or having been a

Director or ocer of Tetragon. In addition, the Directors may

authorise the purchase or maintenance by Tetragon for any

Director or ocer or former Director or ocer of Tetragon

of any insurance, in respect of any liability which would

otherwise attach to the Director or ocer or former Director

or ocer.

The Audit Committee

The Audit Committee of Tetragon is responsible for, among

other items, assisting and advising Tetragon’s Board of

Directors with matters relating to Tetragon’s accounting and

nancial reporting processes and the integrity and audits of

Tetragon’s nancial statements. The Audit Committee is also

responsible for reviewing and making recommendations

with respect to the plans and results of each audit

engagement with Tetragon’s independent auditor, the audit

and non-audit fees charged by the independent auditor and

the adequacy of Tetragon’s internal accounting controls,

and for reviewing Tetragon’s administrator’s and Tetragon’s

investment manager’s statements on internal control

systems prior to endorsement by the Board of Directors.

The total audit fee for the year for Tetragon was $0.8 million.

Non-audit fees payable to the independent auditor and

its member rms was $0.2 million in 2025. In addition to

this, $2.8 million of audit fees was payable by the entities

controlled by Tetragon to the independent auditor and its

member rms. The Audit Committee concluded that these

fees do not pose a threat to the independent auditor’s

independence or objectivity.

LETTER TO SHAREHOLDERS

AUDITED FINANCIAL STATEMENTS

MANAGER’S REVIEW

INVESTMENT REVIEW

FINANCIAL REVIEW

SNAPSHOTCONTENTS

OTHER INFORMATION

GOVERNANCE



39 Tetragon Financial Group

|

Annual Report 202539

GOVERNANCE

The investment manager

Tetragon Financial Management LP has been appointed

the investment manager of Tetragon pursuant to an

investment management agreement dated 26 April 2007

(see “Summary of Key Terms of Tetragon’s Investment

Management Agreement”). The investment manager’s

general partner, Tetragon Financial Management GP LLC, is

responsible for all actions of the investment manager. The

general partner is ultimately controlled by Reade Grith

and Paddy Dear, who also control the holder of Tetragon’s

voting shares and are the voting members of the investment

manager’s Investment and Risk Committees. Reade Grith

acts as the authorised representative of the general partner

and the investment manager. The investment manager is

registered as an investment adviser under the United States

Investment Advisers Act of 1940.

Summary of key terms of Tetragon’s investment

management agreement

Under the terms of the Investment Management Agreement,

the investment manager has full discretion to invest

the assets of Tetragon in a manner consistent with the

investment objective of Tetragon. The investment manager

has the authority to determine the investment strategy

to be pursued in furtherance of the investment objective,

which strategy may be changed from time to time by the

investment manager in its discretion. The investment

manager is authorised to delegate its functions under the

Investment Management Agreement.

The Investment Management Agreement continues in full

force and eect unless terminated (i) by the investment

manager at any time upon 60 days’ notice or (ii) immediately

upon Tetragon giving notice to the investment manager

or the investment manager giving notice to Tetragon in

relation to such entity in the event of (a) the party in respect

of which notice has been given becoming insolvent or

going into liquidation (other than a voluntary liquidation

for the purpose of reconstruction or amalgamation upon

terms previously approved in writing by the other party) or a

receiver being appointed over all or a substantial part or of

its assets or it becoming the subject of any petition for the

appointment of an administrator, trustee or similar ocer,

(b) a party committing a material breach of the Investment

Management Agreement which causes a material adverse

eect to the non-breaching party and (if such breach

shall be capable of remedy) not making good such breach

within 30 days of service upon the party in breach of notice

requiring the remedy of such breach, or (c) fraud or wilful

misconduct in the performance of a party’s duties under the

Investment Management Agreement.

The Investment Management Agreement provides that none

of the investment manager, its aliates or their respective

members, managers, partners, shareholders, Directors,

ocers and employees (including their respective executors,

heirs, assigns, successors or other legal representatives)

(each, as an indemnied party) will be liable to Tetragon

or any investor in Tetragon for any liabilities, obligations,

losses (including, without limitation, losses arising out of

delay, mis-delivery or error in the transmission of any letter,

cable, telephonic communication, telephone, facsimile

transmission or other electronic transmission in a readable

form), damages, actions, proceedings, suits, costs, expenses

(including, without limitation, legal expenses), claims and

demands suered in connection with the performance by the

investment manager of its obligations under the Investment

Management Agreement or otherwise in connection with the

business and operations of Tetragon, in the absence of fraud

or wilful misconduct on the part of an indemnied party, and

Tetragon has agreed to indemnify each indemnied party

against any such liabilities, obligations, losses, damages,

actions, proceedings, suits, costs, expenses, claims and

demands, except as may be due to the fraud or wilful

misconduct of the indemnied party.

The investment manager may act as investment manager

or advisor to any other person, so long as its services to

Tetragon are not materially impaired thereby, and need not

disclose to Tetragon anything that comes to its attention

in the course of its business in any other capacity than as

investment manager. The investment manager is not liable

to account for any prot earned or benet derived from

advice given by the investment manager to other persons.

The investment manager will not be liable to Tetragon

for any loss suered in connection with the investment

manager’s decision to oer investments to any other

person, or failure to oer investments to Tetragon.

The investment manager is authorised to enter into

transactions on behalf of Tetragon with persons who

are aliates of the investment manager, provided that in

connection with any such transaction that exceeds $5.0

million of aggregate investment, the investment manager

obtains either (i) the approval of a majority of the Directors

that do not have a material interest in such transaction

(whether as part of a Board of Directors resolution or

otherwise) or (ii) an opinion from a recognised investment

bank, auditing rm or other appropriate professional rm

substantively to the eect that the nancial terms of the

transaction are fair to Tetragon from a nancial point of view.

Management and incentive fees; expenses

All fees and expenses of Tetragon, including management

fees relating to the administration of Tetragon and incentive

fees (each as described below), will be paid by Tetragon.

The investment manager is entitled to receive a

management fee equal to 1.5% per annum of the NAV of

Tetragon payable monthly in advance prior to the deduction

of any accrued incentive fees.

Tetragon will also pay to the investment manager an

incentive fee for each Calculation Period (as dened below)

equal to 25% of the increase in the NAV of Tetragon during

the Calculation Period before deduction of any dividend

paid or the amount of any redemptions or repurchases

of shares (or other relevant capital adjustments) during

such Calculation Period above (i) the Reference NAV (as

dened below) plus (ii) the Hurdle (as dened below) for the

Calculation Period. If the Hurdle is not met in any Calculation

Period (and no incentive fee is paid), the shortfall will not

carry forward to any subsequent Calculation Period.

LETTER TO SHAREHOLDERS

AUDITED FINANCIAL STATEMENTS

MANAGER’S REVIEW

INVESTMENT REVIEW

FINANCIAL REVIEW

SNAPSHOTCONTENTS

OTHER INFORMATION

GOVERNANCE



40 Tetragon Financial Group

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Annual Report 202540

GOVERNANCE

The investment manager

A “Calculation Period” is a period of three months ending on

31 March, 30 June, 30 September and 31 December of each

year, or as otherwise determined by the Board of Directors

of Tetragon.

The “Reference NAV” is the greater of (i) NAV at the end of

the Calculation Period immediately preceding the current

Calculation Period and (ii) the NAV as of the end of the

Calculation Period ending three months earlier than the

Calculation Period referred to in clause (i). For the purposes

of determining the Reference NAV at the end of a Calculation

Period, the NAV shall be adjusted by the amount of accrued

dividends and amounts of any redemptions or repurchases

of shares (or other relevant capital adjustments) and incentive

fees to be paid with respect to that Calculation Period.

The “Hurdle” for any Calculation Period will equal (i) the

Reference NAV multiplied by (ii) the Hurdle Rate (dened

below).

The “Hurdle Rate” for any Calculation Period equals (x)

Term SOFR (as dened below) plus 2.747858% per annum,

multiplied by (y) the actual number of days in the Calculation

Period, divided by (z) 365.

“Term SOFR” means a rate per annum equal to the forward-

looking term rate, based on the secured overnight nancing

rate published by the Federal Reserve Bank of New York

(or any successor administrator of the secured overnight

nancing rate), that is published by the CME Group Inc. (or a

successor administrator of Term SOFR) for a three-month

period, on the rst day of the applicable Calculation Period

(the “Term SOFR Determination Date”); provided, however,

that if as of 5:00 p.m. (Central time) on the Term SOFR

Determination Date, Term SOFR for a three-month period

has not been published, Term SOFR will be the next available

Term SOFR for a three-month period as published by the CME

Group Inc. (or a successor administrator of Term SOFR).

(1)

The incentive fee in respect of each Calculation Period is

calculated by reference to the increase in NAV of the shares

before deduction of any accrued incentive fee. The incentive

fee is normally payable in arrears within 14 calendar days

of the end of the Calculation Period. If the Investment

Management Agreement is terminated other than at the

end of a Calculation Period, the date of termination will be

deemed to be the end of the Calculation Period. Apart from

the management fees and the incentive fee, the investment

manager does not charge separate fees based on the NAV

of Tetragon.

No incentive fee was accrued for the fourth quarter of 2025

in accordance with Tetragon’s Investment Management

Agreement. The Hurdle Rate for the rst quarter of the

2026 incentive fee has been reset at 6.397628% (Q4

2025: 6.704318%) as per the process outlined above and

in accordance with Tetragon’s Investment Management

Agreement.

Tetragon generally bears all costs and expenses directly

related to its investments or prospective investments, such

as brokerage commissions, interest on debit balances or

borrowings, custodial fees and legal and consultant fees.

Tetragon also generally bears all out-of-pocket costs of

administration, including accounting, audit, administrator

and legal expenses, costs of any litigation or investigation

involving their activities, costs associated with reporting and

providing information to existing and prospective investors

and the costs of liability insurance.

The investment manager’s role with respect to

Tetragon Partners

The investment manager’s responsibilities with respect to

Tetragon include, inter alia:

•    investing and reinvesting the assets of Tetragon in

securities, derivatives and other nancial instruments and

other investments of whatever nature and committing the

assets of Tetragon in relation to agreements with entities,

issuers and counterparties;

•    holding cash balances or investing them directly in any

short-term investments, and reinvesting any income

earned thereon in accordance Tetragon’s investment

strategy;

•    purchasing, holding, selling, transferring, exchanging,

mortgaging, pledging, hypothecating and otherwise

acting to acquire and dispose of and exercise all rights,

powers, privileges and other incidents of ownership or

possession with respect to investments held or owned

by Tetragon, with the objective of the preservation,

protection and increase in value thereof;

•    exercising any voting or similar rights attaching to

investments purchased on behalf of Tetragon;

•    borrowing or raising monies from time to time without

limit as to the amount or manner and time of repayment;

•    engaging consultants, attorneys, independent

accountants or such other persons as the investment

manager may deem necessary or advisable; and

•    entering into any other contracts or agreements in

connection with any of the foregoing activities.

Tetragon Partners is an investment of Tetragon, and, as

such, the investment manager is responsible for exercising

any of Tetragon’s voting or similar rights with respect to

Tetragon Partners as an investment and is responsible for

the management, oversight and/ or supervision of such

investment. As with any other category of investments, the

investment manager is also responsible for decisions with

respect to acquisitions of asset management businesses

to be added to Tetragon Partners using Tetragon’s cash

(which may include minority interests in asset management

businesses, joint ventures or other similar arrangements)

– as investment decisions with respect to Tetragon’s cash

or other assets. Following the acquisition of an asset

management business, that business then becomes a part

of Tetragon Partners and Tetragon Partners is responsible

for the management, oversight and/or supervision of such

business, including amendments to or modications of the

terms or arrangements of its ownership of such business

(except, where relevant, to the extent of decisions with

respect to Tetragon’s cash), and any decision to sell or

otherwise dispose of all or any portion of such business.

One of Tetragon’s largest investments is Tetragon Partners,

which manages, oversees and supervises its majority and

minority GP stakes in asset management companies. In

addition to investing as an LP in some of the strategies

managed by Tetragon Partners asset managers, Tetragon

aims to realise, where appropriate, the value of its GP stakes

in these businesses, whether through strategic transactions

or dispositions.

LETTER TO SHAREHOLDERS

AUDITED FINANCIAL STATEMENTS

MANAGER’S REVIEW

INVESTMENT REVIEW

FINANCIAL REVIEW

SNAPSHOTCONTENTS

OTHER INFORMATION

GOVERNANCE



41 Tetragon Financial Group

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Annual Report 202541

GOVERNANCE

The investment manager

Through Tetragon Partners, Tetragon buys, launches and

builds asset management businesses. Depending on the

circumstances, Tetragon can provide working capital,

co-investment capital and/or operating infrastructure –

encompassing critical business management functions

such as risk management, business development, investor

relations, nancial control, technology, and compliance/

legal matters – supporting long-term value creation while

enabling entrepreneurial independence for the CIOs of

these businesses.

Tetragon Partners has an internal management team that is

responsible for the Tetragon Partners business as a whole,

including the management, oversight and/or supervision

of its various asset management businesses as they form

and grow the funds and vehicles that they manage, and is

responsible for its own costs.

In addition to investing as an LP in the various funds and

other vehicles managed by a Tetragon Partners business,

Tetragon may also provide equity, loans or other nancial

support to Tetragon Partners or its asset management

businesses. The investment manager is responsible for

any decision to invest cash into any fund or other vehicle

managed by a Tetragon Partners business and is also

responsible for decisions regarding nancial support for

Tetragon Partners.

In connection with the management, oversight and/

or supervision of asset management businesses within

Tetragon Partners, Tetragon Partners (rather than the

investment manager) is responsible for, inter alia, business

development, marketing, legal and compliance, risk

management and governance, as well as guidance on

business issues faced by a new fund or vehicle and the

strategic direction of such businesses.

Services agreement between Tetragon’s investment

manager, or TFM, and certain subsidiaries of

Tetragon Partners

The investment manager relies on two Tetragon Partners

entities

(2)

for a broad range of services to support its

activities. The services provided to the investment manager

under a Services Agreement by Tetragon Partners, through

these entities, include infrastructure services such as

operations, nancial control, trading, marketing and investor

relations, legal, compliance, oce administration, payroll

and employee benets. One of those entities, Tetragon

Partners UK LLP

(3)

, which is authorised and regulated by the

United Kingdom Financial Conduct Authority, also provides

services to the investment manager relating to the dealing in

and management of investments, arrangement of deals and

advising on investments.

Cost recovery by Tetragon Partners for services provided

to Tetragon’s investment manager

Tetragon Partners has implemented a cost-allocation

methodology with the objective of allocating service-related

costs, including to the investment manager, in a consistent,

fair, transparent and commercially-based manner.

(4)

Tetragon

Partners then charges fees to the investment manager

for the services allocated to the investment manager on a

cost-recovery basis designed to achieve full recovery of the

allocated costs. In 2025, the total amount recharged to the

investment manager, excluding direct expenses, was $25.9

million.

Most of the costs related to these services are directly

or indirectly attributable to personnel or “human capital”,

with compensation typically being the largest single cost.

(5)

Consequently, one of the most critical cost allocations

relates to professionals’ time, which is commonly

expressed as Full Time Equivalents or “FTEs”.

On a monthly basis, each Tetragon Partners employee

(6)

,

directly or via their team head, provides a breakdown of

the approximate percentage of time spent supporting

the various businesses for the previous month (this

excludes certain functions such as oce management

and technology that are charged to business users on

a standard basis (e.g. space used or global headcount)

which removes any need on the part of those teams to

allocate their FTEs to business lines. Tetragon Partners

employees should not be incentivised to either over- or

under-allocate to any business, as their time allocation

is not a consideration in the determination of their

overall compensation. Once allocated, percentages are

determined and agreed and an FTE is derived, subject

to adjustments for items determined by contractual

arrangements. Core personnel costs, including salary,

bonus, pension and healthcare, are charged on an actual

employee cost basis to each business line (including

the investment manager) based on the FTE allocation

described above.

In addition to FTE costs, there are a number of other costs

that reect the use of resources by Tetragon Partners

personnel on behalf of the investment manager (in addition

to the other Tetragon Partners businesses), including real

property costs, technology and market data. A standard

cost methodology is used to allocate these costs across

the various business lines that are supported, including

the investment manager. The setting of standard costs

is designed to reect what those costs would be on an

arm’s-length basis. The methodology is designed to create

consistency in order to provide a fair allocation of resource

costs to all businesses.

Employee FTE data is collated and used to process monthly

cost allocations. Such allocations are invoiced monthly to

users of the Tetragon Partners platform that are not owned

by Tetragon Partners, including the investment manager, or

allocated within the Tetragon Partners general ledger for

businesses owned by Tetragon Partners.

Tetragon Partners’ cost allocation methodology is

documented and updated annually by Tetragon Partners’

nance team in consultation with its legal and compliance

teams and is approved each year by Tetragon Partners’

Executive Committee.

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42 Tetragon Financial Group

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The investment manager

KPMG LLP, reporting directly to Tetragon’s Audit Committee,

is currently engaged to periodically test that the costs

allocated to (and therefore recovered from) the investment

manager have been properly calculated in accordance

with the approved cost-allocation methodology. Tetragon’s

Board of Directors has adopted procedures for related-

party transactions that require approval of a majority of

disinterested Directors. Accordingly, Tetragon’s Independent

Directors are required to approve the methodology for

allocating costs and, in their sole discretion, the application

of that methodology as part of their oversight processes.

The annual cost allocation methodology update and the

actual annual cost allocations that result based on these

cost methodology policies and procedures are separately

approved by the Independent Directors.

Investment and Risk Committee

The investment manager’s Investment and Risk

Committee is responsible for the investment and risk

management of Tetragon’s portfolio. The Committee

performs active and regular oversight and risk monitoring.

The Committee determines the investment strategy of

Tetragon and approves each signicant investment by it.

The Committee currently consists of Reade Grith, Paddy

Dear and Stephen Prince.

Executive Committee

The investment manager’s Executive Committee oversees

all key non-investment and risk activities of the investment

manager and currently consists of: Reade Grith,

Co- Founder and Chief Investment Ocer; Paddy Dear,

Co-Founder; Stephen Prince, Chief Executive Ocer of

Tetragon Partners; Paul Gannon, Chief Financial Ocer

and Chief Operating Ocer; Sean Côté, General Counsel

and Co-Head of Legal Regulatory and Compliance; and

Greg Wadsworth, Head of Business Development and

Investor Relations.

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GOVERNANCE

Notes

(1) Tetragon and its investment manager have agreed on a procedure for

determining an alternate benchmark rate in the event that Term SOFR

is unavailable in the future.

(2) These Tetragon Partners subsidiaries also provide infrastructure

and investment management services to LCM, Contingency Capital,

Westbourne River Partners, Hawke’s Point, the TCI General Partner,

Banyan Square Partners, Tetragon Life Sciences and Tetragon Global

Equities.

(3) Reade Grith and Paddy Dear hold certain membership interests in

Tetragon Partners UK LLP which collectively entitle them to exercise

all of the voting rights in respect of the entity. Mr. Grith and Mr. Dear

have agreed that they will (i) exercise their voting rights in a manner

that is consistent with the best interests of Tetragon and (ii) upon

the request of Tetragon, for nominal consideration, sell, transfer, and

deliver their membership interests in Tetragon Partners UK LLP to

Tetragon Partners.

(4) T his cost allocation methodology also applies to the other Tetragon

Partners businesses.

(5) Employee compensation will also include Tetragon Partners’ long-

term incentive plan and its other equity-based awards.

(6) Amounts paid by Tetragon Partners to Reade Grith and Paddy Dear

in connection with services provided by them to Tetragon Partners

are not allocated to the investment manager.

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44 Tetragon Financial Group

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GOVERNANCE

Tetragon Financial Group Limited

Directors’ Report

The Directors present to the

shareholders their report

together with the audited

consolidated nancial

statements for the year ended

31 December 2025.

Tetragon and its investment objective

Tetragon Financial Group Limited, or Tetragon, was

registered in Guernsey on 23 June 2005 as a company

limited by shares, with registered number 43321. All voting

shares of Tetragon are held by Polygon Credit Holdings II

Limited. Tetragon continues to be registered and domiciled

in Guernsey, Tetragon’s non-voting shares are listed on

Euronext in Amsterdam, a regulated market of Euronext

Amsterdam (ticker symbol: TFG.NA) and traded on the

Specialist Fund Segment of the London Stock Exchange plc

(ticker symbols: TFG.LN and TFGS.LN).

Tetragon’s investment objective is to generate distributable

income and capital appreciation. Tetragon’s investment

manager, Tetragon Financial Management LP, or TFM, is

registered as investment adviser under the U.S. Investment

Advisers Act of 1940, as is Tetragon Partners L.P., Tetragon’s

diversied alternative asset management business. Two

of Tetragon Partners L.P.’s investment management

entities, Tetragon Partners UK LLP and Equitix Investment

Management Limited, are authorised and regulated by the

United Kingdom Financial Conduct Authority.

Results, activities and future developments

The results of operations are set out on page 65. A detailed

review of activities and future developments is contained in

the Annual Report issued with these consolidated nancial

statements to the shareholders of Tetragon.

Directors

The Directors who held oce during the year were:

Paddy Dear

Reade Grith

Deron Haley\*

Steven Hart\*

David O’Leary\*

\* Independent Directors

The remuneration for Directors is determined by resolution

of the holder of Tetragon’s voting shares.

Each Director’s annual fee for the year ended 31 December

2025 was $150,000 (2024: $150,000) as compensation

for service on Tetragon’s Board of Directors and is paid in

quarterly instalments by Tetragon. Paddy Dear and Reade

Grith have waived their entitlement to a Director’s fee.

The Independent Directors have the option to elect to

receive Tetragon shares instead of their quarterly Director’s

fee. The Directors did not elect to receive shares during

2025 in lieu of their annual fee.

In addition to the annual fee, Tetragon has awarded its shares

to the Independent Directors as described on page 84.

The Directors are entitled to be repaid by Tetragon for all

travel, hotel and other expenses reasonably incurred by

them in the discharge of their duties. None of the Directors

has a contract with Tetragon providing for benets upon

termination of employment.

Dividends

The Directors have the authority to declare dividend

payments, based upon the recommendation of Tetragon’s

investment manager, subject to the approval of the

holder of Tetragon’s voting shares and adherence to

applicable law including the satisfaction of a solvency test

as stated under the Companies (Guernsey) Law, 2008.

TFM’s recommendation with respect to the declaration

of dividends (and other capital distributions) may be

informed by a variety of considerations, including (i) the

expected sustainability of Tetragon’s cash generation

capacity in the short and medium term, (ii) the current and

anticipated performance of Tetragon, (iii) the current and

anticipated operating and economic environment, and (iv)

other potential uses of cash ranging from preservation

of Tetragon’s investments and nancial position to other

investment opportunities.

The Directors declared the following dividends during

the year:

Dividend period  Dividend

per share

Quarter ended 31 December 2024 $0.1100

Quarter ended 31 March 2025 $0.1100

Quarter ended 30 June 2025 $0.1100

Quarter ended 30 September 2025 $0.1100

On 5 March 2026, the Directors declared a dividend

amounting to $0.1200 per share for the quarter ended 31

December 2025. The total dividend declared for the year

ended 31 December 2025 amounted to $0.4500 per share

(2024: $0.4400 per share).

Statement of Directors’ responsibilities

The Directors are responsible for preparing the Directors’

Report and the nancial statements in accordance with

applicable law and regulations.

The Companies (Guernsey) Law, 2008, requires the

Directors to prepare nancial statements for each nancial

year. Accordingly, the Directors have elected to prepare the

nancial statements in accordance with IFRS as adopted by

the European Union (EU) and applicable law.

The nancial statements are required by law to give a true

and fair view of the state of aairs of Tetragon and of the

prot or loss of Tetragon for the relevant nancial period.

In preparing those nancial statements, the Directors are

required to:

•  select suitable accounting policies and apply them

consistently;

•  make judgments and estimates that are reasonable and

prudent;

•  state whether applicable accounting standards have been

followed, subject to any material departures disclosed

and explained in the nancial statements;

•  assess Tetragon’s ability to continue as a going concern,

disclosing, as applicable, matters related to going

concern; and

•  use the going concern basis of accounting unless they

either intend to liquidate Tetragon or to cease operations,

or have no realistic alternative but to do so.

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45 Tetragon Financial Group

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GOVERNANCE

Tetragon Financial Group Limited

Directors’ Report

•  The Directors are responsible for the keeping of proper

accounting records which disclose with reasonable

accuracy at any time the nancial position of Tetragon

and to enable them to ensure that the nancial

statements comply with the Companies (Guernsey)

Law, 2008. They are responsible for such internal

control as they determine is necessary to enable the

preparation of nancial statements that are free from

material misstatement, whether due to fraud or error,

and have general responsibility for taking such steps as

are reasonably open to them to safeguard the assets

of Tetragon and to prevent and detect fraud and other

irregularities.

The Directors are responsible for the maintenance

and integrity of the corporate and nancial information

included on Tetragon’s website, and for the preparation

and dissemination of the nancial statements. Legislation

in Guernsey governing the preparation and dissemination

of nancial statements may dier from legislation in other

jurisdictions.

Tetragon is required to comply with all provisions of

Guernsey Company Law relating to corporate governance

to the extent the same are applicable and relevant to its

activities. In particular, each Director must seek to act

in accordance with the “Code of Practice – Company

Directors”. Tetragon reports against the Association of

Investment Companies (AIC) Corporate Governance Guide

for Investment Companies and, as such, is deemed to meet

the provisions of the Code of Corporate Governance issued

by the Guernsey Financial Services Commission.

The nancial statements, prepared in accordance with IFRS,

give a true and fair view of the assets, liabilities, nancial

position, results and cash ows of Tetragon as required

by the Disclosure Guidance and Transparency Rules (DTR)

4.1.12R and by Section 5:25c of the Financial Markets

Supervision Act of the Netherlands and are in compliance

with the requirements set out in the Companies (Guernsey)

Law, 2008 as amended.

This annual report gives a fair review of the information

required by DTR 4.1.8R and DTR 4.1.11R of the Disclosure

Guidance and Transparency Rules and by Section 5:25c of

the Financial Markets Supervision Act of the Netherlands,

which respectively require, inter alia, (i) an indication of

important events that have occurred since the end of the

nancial year and the likely future development of Tetragon

and (ii) a description of principal risks and uncertainties

during the year.

The Directors consider that the annual report and the

nancial statements, taken as a whole, are fair, balanced and

understandable, and provide the information necessary for

shareholders to assess Tetragon’s position, performance,

business model and strategy.

The Directors conrm that they have complied with the

above requirements.

Disclosure of information to the auditor

So far as each of the Directors is aware, there is no relevant

audit information of which Tetragon’s auditor is unaware,

and each has taken all the steps he ought to have taken

as a Director to make himself aware of any relevant audit

information and to establish that Tetragon’s auditor is aware

of that information.

Auditor

KPMG Audit Limited (KPMG Channel Islands Limited

changed its name to KPMG Audit Limited in October 2025)

is the appointed independent auditor of Tetragon and it has

expressed its willingness to continue in oce. A resolution

for the re-appointment of KPMG Audit Limited as auditor

of Tetragon is to be proposed at the forthcoming Annual

General Meeting.

Signed on behalf of the Board of Directors by:

David O’Leary  Steven Hart

Director  Director

Date: 5 March 2026

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46 Tetragon Financial Group

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GOVERNANCE

The AIC Code of

Corporate Governance

In September 2016, Tetragon

became a member of The

Association of Investment

Companies (AIC), the trade body

for closed-ended investment

companies.

Founded in 1932, the AIC represents approximately 300

members across a broad range of closed-ended investment

companies, incorporating investment trusts and other

closed-ended investment companies. Tetragon is classied

by the AIC in its Flexible Investment sector as a company

whose policy allows it to invest in a range of asset types.

The AIC has indicated that the sector may assist investors

and advisers to more easily nd and compare those

investment companies which have the ability to invest in a

range of assets and allow investors to compare investment

companies with similar open-ended funds.

The AIC has a Code of Corporate Governance (AIC Code)

which sets out a framework of best practice in respect

of the governance of investment companies. The Board

of Directors of Tetragon considers that reporting against

the principles and recommendations of the AIC Code,

and by reference to the AIC Corporate Governance

Guide for Investment Companies (which incorporates

the UK Corporate Governance Code), will provide better

information to shareholders.

Tetragon’s reporting against the principles and provisions

of the 2024 AIC Code is set out on Tetragon’s website at

https://www.tetragoninv.com/shareholders#aic-code.

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47 Tetragon Financial Group

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GOVERNANCE

Additional information

Dividend and capital return policy

Tetragon seeks to return value to its shareholders,

including through dividends and share repurchases.

Tetragon’s Board of Directors has the authority to declare

dividend payments, based upon the recommendation of

Tetragon’s investment manager, subject to the approval of

Tetragon’s voting shareholder and adherence to applicable

law, including the satisfaction of a solvency test as required

pursuant to the Companies (Guernsey) Law, 2008, as

amended. In addition to making dividend recommendations

to the Board of Directors, Tetragon’s investment manager

may authorise share repurchases.

Decisions with respect to declaration of dividends and

share repurchases may be informed by a variety of

considerations, including (i) the expected sustainability

of Tetragon’s cash generation capacity in the short and

medium term, (ii) the current and anticipated performance

of Tetragon, (iii) the current and anticipated operating and

economic environment, (iv) other potential uses of cash

ranging from preservation of the company’s investments

and nancial position to other investment opportunities,

and (v) Tetragon’s share price.

Tetragon may also pay scrip dividends, which payments

are currently conducted through an optional stock

dividend plan.

Reporting

In accordance with applicable regulations under Dutch

law, Tetragon publishes monthly statements on its website

for the benet of its investors containing the following

information: the total value of Tetragon’s investments;

a general statement of the composition of Tetragon’s

investments; and the number of its legal issued and

outstanding shares.

In addition, in accordance with the requirements of

Euronext Amsterdam and applicable regulations under

Dutch law, Tetragon provides annual and semi-annual

reports to its shareholders, including year-end nancial

statements, which in the case of the nancial statements

provided in its annual reports, will be reported in

accordance with IFRS and audited in accordance with

international auditing standards (UK) as well as U.S.

GAAS for regulatory purposes, if applicable. The NAV of

Tetragon is available to investors on a monthly basis on the

company’s website at www.tetragoninv.com.

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Tetragon Financial Group

|

Annual Report 2025

48 Tetragon Financial Group

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Annual Report 2025

OTHER

INFORMATION

7

49  Risk management

50  Risk factors

54  Share repurchases and distributions

55  Share reconciliation and shareholdings

56  Certain regulatory information

57  Equity-based employee compensation plan

58  Shareholder information

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49 Tetragon Financial Group

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MANAGER’S REVIEW

Risk management

Performance review

Liquidity risk

Market risk

Operational risk

•   Trades  done

in the month

•  Settlement

•  Counterparty

•  Legal

•   Regulatory/

compliance

•  Finance/tax

•  Concentration limits

•  Equity exposure

•  Risk limits

•   CLO credit metrics

•  FX exposure

•   Scenario  analysis

•   Interest rate sensitivity

•   Tail hedge monitor

•  Keynancialhighlights

•  NAV bridge

•   Investment P&L by

asset class

•  Valuation

•   Allocation  shifts

(additions/disposals)

•  Portfoliocashow

forecast

•  Durationprole

•   Cash versus debt

•   Leverage  facilities

•   Borrowing  covenants

•   Short-term  cash

management

•   Remaining  third-party

commitments

•   Exogenous uses of

cash (capital call and FX

margining scenarios)

BELOW ARE CERTAIN FACTORS THAT TETRAGON MONITORS WITH RESPECT TO PORTFOLIO RISK MANAGEMENT.

4

3

21

Notes: (i)These are some of the key risk management functions. However, they may not

be the only risk management factors or functions that are considered.

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50 Tetragon Financial Group

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OTHER INFORMATION

Risk factors

Principal risks

ThenancialrisksinherentinTetragon’sportfolioare

primarily market-related or are otherwise relevant to

particular asset classes. Operational risks include those

related to Tetragon’s organisational structure, investment

manager, legal and regulatory environment, taxation,

nancingandotherareaswhereinternalorexternalfactors

couldresultinnancialorreputationalloss.

The risks and uncertainties discussed in this section are

those that Tetragon believes are material, but these risks

and uncertainties are not the only ones that the company

faces. Additional risks and uncertainties that the company

does not presently know about or that it currently believes

are immaterial may also adversely impact the company’s

business,nancialcondition,resultsofoperations,

the value of its assets or the value of an investment in

Tetragon’s shares. If any of the following risks actually

occur,thecompany’sbusiness,nancialcondition,results

of operations, the value of its assets and the value of your

investmentwouldlikelysuer.

Financial risks

Risks relating to investing in Tetragon’s shares

ThemarketpriceofTetragon’snon-votingsharesuctuates

signicantlyandmaybearnocorrelationtoTetragon’sNAV,

and holders may not be able to resell their Tetragon shares

at or above the price at which these were purchased. In

addition to portfolio-level and operational risks highlighted

below, factors that may cause the price of Tetragon’s shares

to vary include:

•  ChangesinTetragon’snancialperformanceand

prospectsorinthenancialperformanceandprospects

of companies engaged in businesses that are similar to

Tetragon’s business.

•  Changes in the underlying values of Tetragon’s

investments.

•  Illiquidity in the market for Tetragon shares, including

due to the liquidity of the Euronext Amsterdam exchange

and the Specialist Fund Segment of the Main Market of

the London Stock Exchange.

•  Speculation in the press or investment community

regarding Tetragon’s business or investments, or

factorsoreventsthatmaydirectlyorindirectlyaectits

business or investments.

•  A loss of a major funding source. If Tetragon breaches

thecovenantsunderitsnancingagreementsitcouldbe

forced to sell assets at prices less than fair value.

•  A further issuance of shares or repurchase of shares by

Tetragon.

•  Dividends declared by Tetragon.

•  Broadmarketuctuationsinsecuritiesmarketsthat

in general have experienced extreme volatility often

unrelated to the operating performance or underlying

asset value of particular companies or partnerships.

•  General economic trends and other external factors

•  Sales of Tetragon shares by other shareholders.

•  The ability to invest in Tetragon shares or to transfer any

shares may be limited by restrictions imposed by ERISA

regulations and Tetragon’s Articles of Incorporation.

Risks relating to Tetragon’s investment portfolio

Tetragon’s investment portfolio is comprised of a broad

range of assets, including public and private equities and

credit (including distressed securities and structured

credit), convertible bonds, real estate, venture capital,

infrastructure, bank loans, legal assets and Tetragon

Partners,adiversiedalternativeassetmanagement

business. As a general matter, the portfolio is exposed to the

riskthatthefairvalueoftheseinvestmentswilluctuate.

Risks relating to Tetragon Partners

•  The asset management business is intensely

competitive.

•  The performance of Tetragon Partners may be

negativelyinuencedbyvariousfactors,includingthe

performance of managed funds and vehicles and its

ability to raise capital from third-party clients.

•  Tetragon Partners is highly dependent on its investment

professionals for the management of its investment

funds and vehicles and on other employees for

management, oversight and supervision of its asset

management businesses. If and when such persons

cease to participate in the management of Tetragon

Partners or its investment funds and vehicles, the

consequence could be material and adverse.

•  Certain of Tetragon Partners’ businesses have a limited

or no operating history.

•  The asset management business is subject to extensive

regulation.

•  Misconduct of Tetragon Partners employees or at the

companies in which Tetragon Partners has invested

could harm Tetragon Partners by impairing its ability to

attractandretainclientsandsubjectingittosignicant

legal liability and reputational harm.

•  Failure by Tetragon Partners to deal appropriately

withconictsofinterestinitsinvestmentbusiness

coulddamageitsreputationandadverselyaectits

businesses.

•  Tetragon’s investment in Tetragon Partners is illiquid.

Risks relating to other Tetragon portfolio investments

Tetragon otherwise currently invests or expects to invest its

capital, directly and indirectly, in:

•  Bank loans, generally through subordinated, residual

tranches of CLOs;

•  Real estate, generally through private equity-style funds

managed by BGO;

•  Convertible securities, mainly in the form of debt

securities that can be exchanged for equity interests,

including through the Acasta Global Fund;

•  Credit securities (including distressed securities and

structured credit), including through Tetragon Credit

Partners;

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Risk factors

•  Private equity and venture capital through direct

investments and fund investments, including through

Banyan Square Partners;

•  Infrastructure projects through Equitix Holdings Limited;

•  Legal assets, including through Contingency Capital; and

•  Mining industry-related equity securities and

instruments, including through Hawke’s Point.

These portfolio investments are subject to various risks,

many of which are beyond Tetragon’s control, including:

•  These securities are susceptible to losses of up to 100%

of the initial investments.

•  Theperformanceoftheseinvestmentsmaysignicantly

depend upon the performance of the asset manager of

funds or products in which Tetragon invests.

•  Tetragon may be exposed to counterparty risk.

•  The fair value of investments, including illiquid

investments, may prove to be inaccurate and require

adjustment.

•  Adverse changes in international, national or local

economicandotherconditionscouldnegativelyaect

investments.

•  Tetragon is subject to concentration and geographic risk

in its investment portfolio.

•  Tetragon’s investments are subject to interest rate risk,

whichcouldcauseitscashow,thefairvalueofits

investments and its operating results to decrease.

•  Tetragon’s investments are subject to currency risks,

which could cause the value of its investments in U.S.

dollars to decrease regardless of the inherent value of

the underlying investments.

•  The utilisation of hedging and risk management

transactions may not be successful, which could subject

Tetragon’s investment portfolio to increased risk or

lower returns on its investments and in turn cause a

decrease in the fair value of its assets.

•  Tetragon engages in over-the-counter trading, which

has inherent risks of illiquid markets, wide bid/ask

spreads and market disruption.

•  Leverageandnancingriskandtheuseofoptions,

futures, short sales, swaps, forwards and other

derivative instruments potentially magnify losses in

equity investments.

•  Marketilliquiditycouldnegativelyaectthese

investments.

•  These investments may be subject to medium- and long-

term commitments with restrictions on redemptions or

returns of capital.

Operational risks

Risks relating to organisational structure

Tetragon has approved a very broad investment objective

and the investment manager has substantial discretion

when making investment decisions. In addition, the

investment manager’s strategies may not achieve

Tetragon’s investment objective.

Tetragon’s listed shares do not carry any voting rights other

than limited voting rights in respect of variation of their

class rights. Tetragon’s voting shares are owned by Polygon

CreditHoldingsIILimitedwhichisanon-U.S.aliateof

Tetragon’s investment manager and is ultimately controlled

byReadeGrithandPaddyDear,whoalsomajority

own the investment manager. Pursuant to an agreement

betweenReadeGrithandPaddyDear,ReadeGrithisthe

controller of Tetragon’s voting shares and the investment

manager. Tetragon’s voting shares control the composition

oftheBoardofDirectorsandexerciseextensiveinuence

overTetragon’sbusinessandaairs.

Under Tetragon’s Articles of Incorporation, a majority of

its Directors are required to be independent (Independent

Directors), satisfying in all material respects the UK

CorporateGovernanceCodedenitionofthatterm.

However, because the Board of Directors may generally

takeactiononlywiththeapprovalofveofitsDirectors,the

Board of Directors generally are not able to act without the

approvalofbothDirectorswhoarealiatedwiththeholder

of Tetragon’s voting shares. The holder of the voting shares

has the right to amend Tetragon’s Articles of Incorporation

to change these provisions regarding Independent Directors

andtoremoveaDirectorfromoceforanyreason.Asa

result of these provisions, the Independent Directors are

limitedintheirabilitytoexerciseinuenceoverTetragon’s

businessandaairs.

Tetragon’s organisational, ownership and investment

structurecreatessignicantconictsofinterestthatmay

be resolved in a manner which is not always in the best

interests of Tetragon or its shareholders.

Tetragon’s Directors and its administrator may have

conictsofinterestinthecourseoftheirduties.

Tetragon’s ability to pay its expenses and dividends will

dependonitsearnings,nancialcondition,fairvalueofits

assets and such other factors that may be relevant from

time to time, including limitations under the Companies

(Guernsey) Law, 2008, as amended.

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Risk factors

Risks relating to Tetragon’s investment manager

Tetragon’s success depends on its continued relationship

with its investment manager and its principals. If this

relationship were to end or the principals or other key

professionals were to depart, it could have a material

adverseeectonTetragon’sbusiness,investmentsand

results of operations.

Tetragon is reliant on the skill and judgment of its investment

manager in valuing and determining an appropriate

purchase price for its investments. Any determinations of

valuethatdiermateriallyfromthevaluesTetragonrealises

at the maturity of the investments or upon their disposal will

likely have a negative impact on Tetragon and its share price.

Tetragon’s arrangements with its investment manager were

negotiatedinthecontextofanaliatedrelationshipand

may contain terms that are less favourable than those which

otherwise might have been obtained from unrelated parties

in an arm’s-length negotiation.

The holders of Tetragon’s listed shares will not be able to

terminate its Investment Management Agreement with the

investment manager, and the Investment Management

Agreement may only be terminated by Tetragon in limited

circumstances.

The liability of Tetragon’s investment manager is limited

under Tetragon’s arrangements with it, and Tetragon has

agreed to indemnify the investment manager against claims

that it may face in connection with such arrangements,

which may lead the investment manager to assume greater

risks when making investment-related decisions than it

otherwise would if investments were being made solely for

its own account.

Theinvestmentmanagerdoesnotoweduciaryduties

to Tetragon shareholders. However, these contractual

limitations do not constitute a waiver of any obligations that

the investment manager has under applicable law, including

the U.S. Investment Advisers Act of 1940 and related rules.

The investment manager may devote time and commitment

to other activities.

The fees payable to the investment manager are based

on changes in Tetragon’s NAV, which will not necessarily

correlate to changes in the market value of its listed shares.

Tetragon’s compensation structure with its investment

manager may encourage the investment manager to invest

in high-risk investments. The management fee payable to

the investment manager also creates an incentive for it to

make investments and take other actions that increase or

maintain Tetragon’s NAV over the near term even though

other investments or actions may be more favourable.

The compensation of the investment manager’s personnel

containssignicantperformance-relatedelements,and

poor performance by Tetragon or any other entity for which

the investment manager provides services may make it

dicultforTetragon’sinvestmentmanagertoretainsta.

Tetragon’s investment manager relies on two entities

that are part of Tetragon Partners for a broad range of

services to support its activities. The services include (i)

infrastructureservicessuchasoperations,nancialcontrol,

trading, marketing and investor relations, legal, compliance,

oceadministration,payrollandemployeebenetsand

(ii) services relating to the dealing in and management

of investments, arrangement of deals and advising on

investments. Tetragon Partners has implemented a cost-

allocation methodology with the objective of allocating

service-related costs, including to Tetragon’s investment

manager, in a consistent, fair, transparent and commercially

based manner. Tetragon Partners then charges fees to

Tetragon’s investment manager for the services allocated

to it on a cost-recovery basis that is designed to achieve

full recovery of the allocated costs. Tetragon’s Independent

Directors,whoarespecicallymandatedtoapprove,among

other things, related-party transactions, are required to

approve the methodology for allocating costs and in their

sole discretion the application of that methodology as

part of their oversight processes. As such, the annual cost

allocation methodology update and the actual annual cost

allocations that result based on these cost methodology

policies and procedures are separately approved by the

Independent Directors.

Thereareconictsofinterestcreatedbycontemporaneous

trading by Tetragon’s investment manager and investment

managers that are part of Tetragon Partners.

Risks relating to Tetragon’s legal environment

and regulation

Changes in laws or regulations or accounting standards, or a

failure to comply with any laws and regulations or accounting

standards,mayadverselyaectTetragon’sbusiness,

investments and results of operations.

Tetragon has and may become involved in litigation that may

adverselyaectTetragon’sbusiness,investmentsandresults

of operations.

No formal corporate governance code applies to Tetragon

under Dutch law and Tetragon reports against the AIC

Corporate Governance Guide for Investment Companies

(which incorporates the UK Corporate Governance Code) on a

voluntary basis only.

Therightsofthenon-votingshareholdersandtheduciary

duties owed by the Board of Directors to Tetragon will be

governed by Guernsey law and its Articles of Incorporation and

maydierfromtherightsanddutiesowedtocompaniesunder

the laws of other countries.

Tetragon’s non-voting shares are subject to restrictions on

ownership by U.S. persons.

Tetragon’s shares have not been and will not be registered

under the United States Securities Act of 1933. Consequently,

Tetragonsharesmaynotbeoered,soldorotherwise

transferred within the United States or to, or for the account

orbenetof,“U.S.persons”asdenedinRegulationSunder

the Securities Act absent registration or an exemption from

registrationundertheSecuritiesAct.Nopublicoeringof

any Tetragon shares is being, or has been, made in the United

States.

Furthermore,Tetragonsharesmaynotbeheldbyany“benet

planinvestor”thatissubjecttoTitleIoftheUnitedStates

Employee Retirement Income Security Act of 1974. Tetragon’s

ArticlesofIncorporationprohibitany“ERISAPerson”from

acquiring or holding Tetragon shares. The consequences of

failing to comply with this prohibition include the divestment

of the relevant shares and the forfeiture of any dividends

previously received with respect to such shares, as well as any

gains from their disposition.

Theserestrictionsmayadverselyaectoverallliquidityof

Tetragon shares.

Tetragon’s shares are not intended for European retail

investors. Tetragon anticipates that its typical investors will

be institutional and professional investors who wish to invest

for the long term and who have experience in investing in

nancialmarketsandcollectiveinvestmentundertakings,who

are capable themselves of evaluating the merits and risks of

Tetragonshares,andwhohavesucientresourcesbothto

invest in potentially illiquid securities and to be able to bear any

losses (which may equal the whole amount invested) that may

result from the investment.

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Risk factors

Risks relating to taxation

UnitedStatesinvestorsmaysueradversetax

consequences because Tetragon is treated as a passive

foreign investment company (PFIC) for U.S. federal income

tax purposes.

Changes to tax treatment of derivative instruments may

adverselyaectTetragonandcertaintaxpositionsitmay

take may be successfully challenged.

InvestorsmaysueradversetaxconsequencesifTetragon

is treated as resident in the United Kingdom or the United

States for tax purposes.

Risks relating to market disruption, terrorism

and geopolitical risk

Tetragon is subject to the risk that war, terrorism, climate

change, social unrest and related and unrelated geopolitical

and other new or novel market disrupting events as well as

outbreaks of infectious disease, pandemics or any other

seriouspublicconcerns,cumulatively“MarketDisruption

Events”,mayleadtoincreasedshort-termmarketvolatility

andhaveadverselong-termeectsonworldeconomies

andmarketsgenerally,aswellasadverseeectson

the value of Tetragon’s investments. Market Disruption

Events as well as other changes in world economic, social

andpoliticalconditionsalsoarelikelytoadverselyaect

individual issuers or related groups of issuers, securities

markets,interestrates,creditratings,ination,investor

sentimentandotherfactorsaectingthevalueofTetragon’s

Portfolio Investments. At such times, Tetragon’s exposure

to a number of other risks described elsewhere in this

sectioncanincrease.Theinvestmentmanager’snancial

conditionislikelytobeadverselyaectedbyasignicant

general economic downturn, and it may be subject to legal,

regulatory, reputational and other unforeseen risks that are

likelytohaveamaterialadverseeectontheinvestment

manager’s business, and operations, and thereby are likely

to impact Tetragon. Moreover, a sustained downturn in the

U.S. or global economy (or any particular segment thereof)

orweakeningofcreditmarketsislikelytoadverselyaect

Tetragon’sprotability,impedetheabilityofaPortfolio

Investmenttoperformunderorrenanceitsexisting

obligations,andimpairTetragon’sabilitytoeectivelyexit

its investments on favourable terms. Any of the foregoing

events is likely to result in substantial or total losses to

Tetragon in respect of certain investments, which losses

will likely be exacerbated by the presence of leverage in a

particular Portfolio Investment.

Market Disruption Events, as well as other events beyond

the control of the investment manager (such as acts

of God and natural disasters) may cause contractual

counterparties associated with Portfolio Investments to be

aectedbyforcemajeureevents,whichcouldadversely

aecttheabilityofacontractualcounterpartyassociated

with a Portfolio Investment to perform certain contractual

obligations until the force majeure event is remedied.

The cost to such counterparty or Tetragon of repairing

or replacing assets damaged by a force majeure event

could be substantial. Repeated or prolonged interruptions

of contractual obligations resulting from a force

majeure event may result in permanent loss of income

opportunities, litigation, or penalties from regulatory or

contractual non-compliance. Additionally, major regulatory

intervention of an industry, including the assertion of

control over a counterparty or its assets, may result in a

losstoTetragon.Therefore,anyeectsofforcemajeure

events, including any of the foregoing, may adversely

aecttheperformanceofTetragon.

Certain catastrophic losses, such as those caused by

war, terrorist attacks, natural disasters and other acts of

God may be uninsurable, or insurable only at such high

ratesthattohavesuchcoveragewouldadverselyaect

protabilityofTetragon.Inparticular,ithasbecomeharder

and more expensive to obtain coverage against losses

incurred by terrorist attacks and insurance proceeds from

covered risks may be inadequate to completely, or even

partially, cover resulting losses or increases in expenses.

TheoccurrenceofasignicantlossforwhichTetragon

or its Portfolio Investments and/or counterparties are

notinsured,orwherethecostofsuchlosssignicantly

exceedstheinsurancecoverage,mayadverselyaect

Tetragon and cause it to lose both invested capital and

returns from an investment.

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Share repurchases

and distributions

The below graph shows cumulative historical share repurchases and dividends distributed by Tetragon from inception

to 31 December 2025 in millions of U.S. dollars.

(i)

FIGURE 16

FIGURE 17

(i)   Tetragon seeks to return value to its shareholders, including

through dividends and share repurchases. Decisions with respect to

declaration of dividends and share repurchases may be informed by

a variety of considerations, including (i) the expected sustainability

of the company’s cash generation capacity in the short and medium

term, (ii) the current and anticipated performance of the company,

(iii) the current and anticipated operating and economic environment,

(iv) other potential uses of cash ranging from preservation of the

company’sinvestmentsandnancialpositiontootherinvestment

opportunities and (v) Tetragon’s share price. Cumulative dividends

paid includes the cash and stock dividends paid to shareholders, but

excludes dividends declared on shares held in escrow.

$1,689.8

$1,750.7

$1,788.1

Inception-2022 2023 2024

2025

Cumulative share repurchases ($M)

Cumulative dividends paid ($M)

$1,592.8

$776.3

$816.5

$853.2

$889.0

$926.4

$836.6

$861.7

$861.7

Year

Amount repurchased Cumulative amount

repurchased

Dividends Cumulative dividends

2007

$2.2 $2.2 $56.5 $56.5

2008

$12.4 $14.5 $60.4 $117. 0

2009

$6.6 $21.2 $18.8 $135.7

2010

$25.5 $46.7 $37.5 $173.3

2011

$35.2 $81.9 $46.4 $219.6

2012

$175.6 $257.5 $51.5 $271.1

2013

$16.1 $273.6 $55.5 $326.6

2014

$50.9 $324.5 $58.7 $385.3

2015

$60.9 $385.4 $63.3 $448.6

2016

$157. 8 $543.2 $61.0 $509.6

2017

$65.4 $608.6 $64.0 $573.6

2018

- $608.6 $65.1 $638.7

2019

$50.3 $658.8 $66.5 $705.2

2020

$50.3 $709.1 $36.4 $741.5

2021

- $709.1 $36.8 $778.3

2022

$67.1 $776.3 $38.2 $816.5

2023

$60.3 $836.6 $36.7 $853.2

2024

$25.1 $861.7 $35.7 $889.0

2025

- $861.7 $37.4 $926.4

TOTAL

$861.7 $926.4

Share repurchases and dividends history ($ millions)

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Share reconciliation and

shareholdings

Shares at

31 December 2025

(millions)

Legal Shares Issued and Outstanding 139.7

Less: Shares Held in Treasury 41.4

Less: Total Escrow Shares

(1)

14.6

IFRS Shares Outstanding 83.7

Add: Dilution for equity-based awards

(2)

9.2

Fully Diluted Shares Outstanding 92.9

(3)   Equity-based awards are intended to give certain senior employees

of Tetragon Partners long-term exposure to Tetragon stock (with

vesting subject to forfeiture and certain restrictions). Where shares

have vested but not yet been released, they have been removed from

thislineandincludedinsharesownedby“OtherTetragon/Tetragon

PartnersEmployees”.Pleaseseepage57forfurtherdetails.

(1)   The Total Escrow Shares consists of shares held in separate escrow

accounts in relation to certain equity-based compensation.

(2)   Dilution in relation to equity-based awards by Tetragon Partners

for certain senior employees as well as equity-based awards by

Tetragon to its Independent Directors. The basis and pace of

recognition is expected to match the rate at which service is being

provided to Tetragon Partners or Tetragon in relation to these shares.

Pleasesee“Equity-basedemployeecompensationplans”onpage

57 for more details. Certain of these persons may from time to time

enterintopurchasesorsalestradingplans(eacha,“FixedTrading

Plan”)providingforthesaleofVestedSharesorthepurchase

of Tetragon shares in the market, or may otherwise sell their

Vested Shares or purchase Tetragon shares, subject to applicable

compliancepolicies.Applicablebrokeragermsmaybeauthorised

to purchase or sell Tetragon shares under the relevant Fixed Trading

Plan pursuant to certain irrevocable instructions. Each Fixed Trading

Plan is intended to comply with Rule 10b5-1 under the United States

Securities Exchange Act of 1934, as amended. Each Fixed Trading

Plan has been or will be approved by Tetragon in accordance with its

applicablecompliancepolicies.Rule10b5-1providesa“safeharbor”

that is designed to permit individuals to establish a pre-arranged plan

to buy or sell company stock if, at the time such plan is adopted, the

individuals are not in possession of material, non-public information.

Shareholdings

PersonsaliatedwithTetragonmaintainsignicantinterests

in Tetragon shares. As of 31 December 2025, the following

persons own (directly or indirectly) interests in shares in

Tetragon in the amounts set forth below:

Individual Shareholding at

31 December 2025

Mr.ReadeGrith 19,804,753

Mr. Paddy Dear 6,119,244

Mr. David O’Leary 81,996

Mr. Steven Hart 50,958

Mr. Deron Haley 50,958

Other Tetragon/Tetragon Partners Employees 6,775,824

Equity-based awards

(3)

3,189,491

FIGURE 18

FIGURE 19

IFRS to Fully Diluted Shares Reconciliation

LETTER TO SHAREHOLDERS

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56 Tetragon Financial Group

|

Annual Report 202556

OTHER INFORMATION

Certain regulatory

information

This annual report is made public by means of a press release, which

contains inside information within the meaning of Article 7(1) of the EU

MarketAbuseRegulation,andithasbeenledinESEFformatwiththe

Netherlands Authority for the Financial Markets (Autoriteit Financiële

Markten). In addition, this report is also made available to the public by way

of publication on the Tetragon website (www.tetragoninv.com).

An investment in Tetragon involves substantial risks. Please

refer to Tetragon’s website at www.tetragoninv.com for a

description of the risks and uncertainties pertaining to an

investment in Tetragon.

Thisreleasedoesnotcontainorconstituteanoertosell

orasolicitationofanoertopurchasesecuritiesinthe

United States or any other jurisdiction. The securities of

Tetragon have not been and will not be registered under

the U.S. Securities Act of 1933, as amended, and may not

beoeredorsoldintheUnitedStatesortoU.S.persons

unless they are registered under applicable law or exempt

from registration. Tetragon does not intend to register any

portion of its securities in the United States or to conduct

apublicoerofsecuritiesintheUnitedStates.Inaddition,

Tetragon has not been and will not be registered under

the U.S. Investment Company Act of 1940, and investors

willnotbeentitledtothebenetsofsuchAct.Tetragonis

registered in the public register of the Netherlands Authority

for the Financial Markets under Section 1:107 of the

Financial Markets Supervision Act of the Netherlands as an

alternative investment scheme from a designated country.

Tetragon shares are subject to legal and other restrictions

on resale and the Euronext Amsterdam and SFS trading

markets are less liquid than other major exchanges, which

couldaectthepriceoftheshares.

There are additional restrictions on the resale of Tetragon

shares by shareholders who are located in the United

States or who are U.S. persons and on the resale of shares

by any shareholder to any person who is located in the

United States or is a U.S. person. These restrictions include

that each shareholder who is located in the United States

orwhoisaU.S.personmustbea“QualiedPurchaser”

ora“KnowledgeableEmployee”(eachasdenedinthe

Investment Company Act of 1940), and, accordingly, that

shares may be resold to a person located in the United

States or who is a U.S. person only if such person is a

“QualiedPurchaser”ora“KnowledgeableEmployee”under

the Investment Company Act of 1940. These restrictions

mayadverselyaectoverallliquidityoftheshares.

Tetragon’s shares are not intended for European retail

investors. Tetragon anticipates that its typical investors will

be institutional and professional investors who wish to invest

for the long term in a predominantly income-producing

investmentandwhohaveexperienceininvestinginnancial

markets and collective investment undertakings and are

capable themselves of evaluating the merits and risks of

Tetragonsharesandwhohavesucientresourcesbothto

invest in potentially illiquid securities and to be able to bear

any losses (which may equal the whole amount invested)

that may result from the investment.

LETTER TO SHAREHOLDERS

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57 Tetragon Financial Group

|

Annual Report 202557

OTHER INFORMATION

Equity-based employee

compensation plans

Periodically, Tetragon Partners has awarded Tetragon’s

non-voting shares to certain of its senior employees

under an equity-based long-term incentive plan and

other equity-based award plans. Such awards are typically

spread over multiple vesting periods and are subject to

forfeiture provisions.

The arrangements may also include additional periods,

beyond the vesting dates, during which employees gain

exposure to the performance of the Fund’s shares, but

the shares are not issued to the employees. Such periods

mayrangefromonetoveyearsbeyondthevesting

dates. The shares underlying these equity-based incentive

programmes may be held in escrow until they vest and

will be eligible to receive shares under the Optional Stock

Dividend Plan.

In July 2024, Tetragon Partners entered into employment

agreementswithReadeGrithandPaddyDear,which

include provisions for certain cash payments and grants

of non-voting Tetragon shares and Phantom Share Units.

Please see Note 12 ‘Share capital’ on page 84 for details

of the arrangements.

Periodically, Tetragon has awarded shares to the

Independent Directors. Please see Note 12 ‘Share capital’

on page 84 for details of the awards.

For the purposes of determining the Fully Diluted NAV per

share,thedilutiveeectoftheequity-basedcompensation

planswillbereectedintheFullyDilutedSharecountover

the life of the plans. Such dilution will include, among other

things and in addition to the award shares, any DRIP Shares

and shares that will be required to cover employer taxes. As

of 31 December 2025, approximately 9.2 million shares were

included in the Fully Diluted Share count.

LETTER TO SHAREHOLDERS

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58 Tetragon Financial Group

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Annual Report 202558

OTHER INFORMATION

Shareholder information

RegisteredOceofTetragon

Tetragon Financial Group Limited

Mill Court, La Charroterie

St. Peter Port, Guernsey GY1 1EJ

Channel Islands

Investment Manager

Tetragon Financial Management LP

399 Park Avenue, 22

nd

Floor

New York, NY 10022

United States of America

General Partner of the Investment Manager

Tetragon Financial Management GP LLC

399 Park Avenue, 22

nd

Floor

New York, NY 10022

United States of America

Investor Relations

Yuko Thomas

ir@tetragoninv.com

Press Inquiries

Prosek Partners

pro-tetragon@prosek.com

Auditors

KPMG Audit Limited

Glategny Court,

Glategny Esplanade

St. Peter Port, Guernsey GY1 1WR

Channel Islands

Corporate Brokers

J.P. Morgan Cazenove

JeeriesInternationalLimited

Sub-Registrar and CREST Transfer Agent

Computershare Investor Services (Guernsey)

Limited

1st Floor, Tudor House

Le Bordage

St. Peter Port

Guernsey GY1 1DB

Channel Islands

Legal Advisor (as to U.S. law)

Covington & Burling LLP

The New York Times Building

620 Eighth Avenue

New York, NY 10018-1405

United States of America

Legal Advisor (as to Guernsey law)

Walkers (Guernsey) LLP

Block B, Helvetia Court

Les Echelons

St. Peter Port

Guernsey GY1 1AR

Channel Islands

Legal Advisor (as to Dutch law)

Allen Overy Shearman Sterling LLP

(Amsterdam)

Apollolaan 15

1077 AB Amsterdam

The Netherlands

Stock Listing

Euronext in Amsterdam, a regulated market

of Euronext Amsterdam

London Stock Exchange

(Specialist Fund Segment)

Administrator and Registrar

TMF Group Fund Services

(Guernsey) Limited

Top Floor

Mill Court, La Charroterie

St. Peter Port

Guernsey GY1 1EJ

Channel Islands

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Tetragon Financial Group

|

Annual Report 2025

59 Tetragon Financial Group

|

Annual Report 2025

TETRAGON

FINANCIAL

GROUP LIMITED

8

60  Independent auditor’s report

65  Consolidated Statement of Financial Position

65  Consolidated Statement of Comprehensive Income

66  Consolidated Statement of Changes in Equity

66  Consolidated Statement of Cash Flows

67  Notes to the financial statements

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FINANCIAL STATEMENTS

60 Tetragon Financial Group

|

Annual Report 202560

Independent auditor’s report to the members

of Tetragon Financial Group Limited

Report on the audit of the consolidated

financial statements

Our opinion is unmodified

We have audited the consolidated financial statements

of Tetragon Financial Group Limited (the “Company”) and

its subsidiary (together, the “Group”), which comprise

the consolidated statement of financial position as at

31 December 2025, the consolidated statements of

comprehensive income, changes in equity and cash flows

for the year then ended, and notes, comprising material

accounting policies and other explanatory information.

In our opinion, the accompanying consolidated financial

statements:

•   give a true and fair view of the financial position of the

Group as at 31 December 2025, and of the Group’s

financial performance and cash flows for the year then

ended;

•   are prepared in accordance with International Financial

Reporting Standards as adopted by the EU; and

•  comply with the Companies (Guernsey) Law, 2008.

Basis for opinion

We conducted our audit in accordance with International

Standards on Auditing (UK) (ISAs (UK)) and applicable law.

Our responsibilities are described below. We have fulfilled

our ethical responsibilities under, and are independent of

the Company and Group in accordance with, UK ethical

requirements including the FRC Ethical Standard as required

by the Crown Dependencies’ Audit Rules and Guidance.

We believe that the audit evidence we have obtained is a

sufficient and appropriate basis for our opinion.

Key audit matters: our assessment of the risks

of material misstatement

Key audit matters are those matters that, in our professional

judgment, were of most significance in the audit of the

consolidated financial statements and include the most

significant assessed risks of material misstatement (whether

or not due to fraud) identified by us, including those which

had the greatest effect on: the overall audit strategy; the

allocation of resources in the audit; and directing the efforts

of the engagement team. These matters were addressed

in the context of our audit of the consolidated financial

statements as a whole, and in forming our opinion thereon,

and we do not provide a separate opinion on these matters.

In arriving at our audit opinion above, the key audit matter

was as follows:

(see next page).

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FINANCIAL STATEMENTS

61 Tetragon Financial Group

|

Annual Report 202561

Independent auditor’s report to the members

of Tetragon Financial Group Limited (continued)

The risk

Valuation of Tetragon Partners and Ripple Labs, Inc (“Ripple”)

included within non-derivative financial instruments at fair

value through profit or loss.

$2,263.5 Million (2024: $1,814.9 Million)

Refer to note 2 accounting policy and note 3 and 4

disclosures

Basis:

As at 31 December 2025, the Group’s investment in

Tetragon Partners and Ripple represents 58.2% (2024:

57.2%) of the Group’s net asset value.

Tetragon Partners is valued as a single investment, utilising

a sum of the parts approach, whereby each of the asset

managers owned by Tetragon Partners is valued separately.

This approach aggregates the fair value of the asset

managers (including Equitix and other asset managers) held

by Tetragon Partners using a combination of discounted

cash flow models (“DCF”) and Market Multiple approaches,

overlayed by the central costs and net assets at the

Tetragon Partners level.

Ripple is valued using a combination of prices observed on

private platforms and broker quotes (“Price Quotes”).

Independent third party valuation specialists (the “Valuation

Agents”) have been engaged to assist in the valuation

process of Tetragon Partners and Ripple.

Risk:

As Tetragon Partners and Ripple are unquoted and illiquid,

in order to determine their fair value, management adopted

a number of assumptions and data points which are

unobservable in the market.

These include:

Key assumptions:

The Equitix weighted average cost of capital (“WACC”) and

EV/EBITDA multiple assumptions have a high degree of

estimation uncertainty with a potential range of reasonable

outcomes greater than our materiality for the consolidated

financial statements as a whole.

Other assumptions and data points:

Whilst we do not consider other assumptions and data

points to be at a significant risk of misstatement, due to the

relevance of these elements in terms of the overall valuation

and associated audit effort, the following areas also have

had a significant effect on our audit approach:

•  Equitix discount for lack of liquidity (“DLOL”);

•  Equitix forecast cashflows and it’s related assumptions

and data; and

•  Price Quotes utilised in the valuation of Ripple.

The consolidated financial statements disclose in note 4 the

sensitivities estimated by the Group.

Our response

Our audit procedures included:

Control design:

We have obtained an understanding of the valuation process

and tested the design and implementation of the valuation

process control.

We performed the procedures below rather than seeking to

rely on the control as the nature of the balance is such that

we would expect to obtain audit evidence primarily through

the detailed procedures described.

Challenging management’s assumptions and inputs

including use of KPMG valuation specialist:

With the support of a KPMG valuation specialist we:

•  assessed the scope of the services provided by the

Valuation Agents and read the valuation reports prepared

by them;

•  assessed the objectivity, capabilities and competence of

the Valuation Agents;

•  assessed the reasonableness of the methodology

applied by the Valuation Agents in developing the fair

value of Tetragon Partners, including Equitix, and in

deriving a fair value range of Ripple;

•  critically assessed the Equitix valuation provided by the

Valuation Agent by challenging and corroborating the key

and other assumptions, and by agreeing data points to

supporting documentation or market information where

available;

•  assessed whether the WACC and the EV/EBITDA multiple

employed in valuing Equitix were within a reasonable

range independently developed based on market data;

•  assessed the reasonableness of the Equitix DLOL rate

employed based on market data and our KPMG valuation

specialist’s experience in valuing similar investments;

•  assessed the reliability of forecast cashflows utilised in

valuing Equitix, by assessing the historical accuracy of the

Equitix cash flow forecasts against actual results;

•  tested the relevance and reliability of Pricing Quotes used

by management in valuing Ripple by corroborating these

against available external observable data; and

•  compared the fair value of Equitix and Ripple to the price

of recent transactions.

Assessing disclosures:

We considered the adequacy of the disclosures made in the

consolidated financial statements (see notes 2, 3 and 4) in

relation to the use of estimates and judgements regarding the

fair value of investments, the valuation estimation techniques

inherent therein and fair value disclosures for compliance with

IFRS as adopted by the EU.

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FINANCIAL STATEMENTS

62 Tetragon Financial Group

|

Annual Report 202562

Independent auditor’s report to the members

of Tetragon Financial Group Limited (continued)

Our application of materiality and an overview of the

scope of our audit

Materiality for the consolidated financial statements as a

whole was set at $72.5 million, determined with reference

to a benchmark of group net assets of $3,891.8 million, of

which it represents approximately 2% (2024: 2%).

In line with our audit methodology, our procedures

on individual account balances and disclosures were

performed to a lower threshold, performance materiality, so

as to reduce to an acceptable level the risk that individually

immaterial misstatements in individual account balances

add up to a material amount across the financial statements

as a whole. Performance materiality for the Group was set at

75% (2024: 75%) of materiality for the consolidated financial

statements as a whole, which equates to $54.3 million. We

applied this percentage in our determination of performance

materiality because we did not identify any factors indicating

an elevated level of risk.

We reported to the Audit Committee any corrected or

uncorrected identified misstatements exceeding $3.63

million, in addition to other identified misstatements that

warranted reporting on qualitative grounds.

Our audit of the Group was undertaken to the materiality

level specified above, which has informed our identification

of significant risks of material misstatement and the

associated audit procedures performed in those areas as

detailed above.

The group team performed the audit of the Group as if it was

a single aggregated set of financial information. The audit

was performed using the materiality level set out above and

covered 100% of total group revenue, total group profit

before tax, and total group assets and liabilities.

Going concern

The Directors have prepared the consolidated financial

statements on the going concern basis as they do not

intend to liquidate the Group or the Company or to cease

their operations, and as they have concluded that the Group

and the Company’s financial position means that this is

realistic. They have also concluded that there are no material

uncertainties that could have cast significant doubt over

their ability to continue as a going concern for at least a

year from the date of approval of the consolidated financial

statements (the “going concern period”).

In our evaluation of the Directors’ conclusions, we

considered the inherent risks to the Group and the

Company’s business model and analysed how those

risks might affect the Group and the Company’s financial

resources or ability to continue operations over the going

concern period. The risks that we considered most likely to

affect the Group and the Company’s financial resources or

ability to continue operations over this period were:

•   Availability of capital to meet operating costs and other

financial commitments; and

•  The ability of the Group to comply with debt covenants.

We considered whether these risks could plausibly affect

the liquidity in the going concern period by comparing

severe, but plausible downside scenarios that could arise

from these risks individually and collectively against the level

of available financial resources indicated by the Group and

Company’s financial forecasts.

We considered whether the going concern disclosure in

note 2 to the consolidated financial statements gives a full

and accurate description of the Directors’ assessment of

going concern.

Our conclusions based on this work:

•   we consider that the Directors’ use of the going concern

basis of accounting in the preparation of the consolidated

financial statements is appropriate;

•  we have not identified, and concur with the Directors’

assessment that there is not, a material uncertainty

related to events or conditions that, individually or

collectively, may cast significant doubt on the Group and

the Company’s ability to continue as a going concern for

the going concern period; and

•  we found the going concern disclosure in the notes to the

consolidated financial statements to be acceptable.

However, as we cannot predict all future events or

conditions and as subsequent events may result in

outcomes that are inconsistent with judgements that

were reasonable at the time they were made, the above

conclusions are not a guarantee that the Group and the

Company will continue in operation.

Fraud and breaches of laws and regulations –

ability to detect

Identifying and responding to risks of material

misstatement due to fraud

To identify risks of material misstatement due to fraud

(“fraud risks”) we assessed events or conditions that could

indicate an incentive or pressure to commit fraud or provide

an opportunity to commit fraud. Our risk assessment

procedures included:

•  enquiring of management as to the Group’s policies

and procedures to prevent and detect fraud as well as

enquiring whether management have knowledge of any

actual, suspected or alleged fraud;

•  reading minutes of meetings of those charged with

governance; and

•  using analytical procedures to identify any unusual or

unexpected relationships.

As required by auditing standards, we perform procedures

to address the risk of management override of controls, in

particular the risk that management may be in a position

to make inappropriate accounting entries. On this audit

we do not believe there is a fraud risk related to revenue

recognition because the Group’s revenue streams are

simple in nature with respect to accounting policy choice,

and are easily verifiable to external data sources or

agreements with little or no requirement for estimation from

management. We did not identify any additional fraud risks.

We performed procedures including:

•  Identifying journal entries and other adjustments to

test based on risk criteria and comparing any identified

entries to supporting documentation; and

•  incorporating an element of unpredictability in our audit

procedures.

Identifying and responding to risks of material

misstatement due to non-compliance with laws

and regulations

We identified areas of laws and regulations that could

reasonably be expected to have a material effect on

the consolidated financial statements from our sector

experience and through discussion with management (as

required by auditing standards), and from inspection of the

Company’s regulatory and legal correspondence, if any, and

discussed with management the policies and procedures

regarding compliance with laws and regulations. As the

Company is regulated, our assessment of risks involved

gaining an understanding of the control environment

including the entity’s procedures for complying with

regulatory requirements.

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AUDITED FINANCIAL STATEMENTS



FINANCIAL STATEMENTS

63 Tetragon Financial Group

|

Annual Report 202563

Independent auditor’s report to the members

of Tetragon Financial Group Limited (continued)

The Group and the Company are subject to laws and

regulations that directly affect the consolidated financial

statements including financial reporting legislation

and taxation legislation and we assessed the extent of

compliance with these laws and regulations as part of our

procedures on the related financial statement items.

The Group and the Company are subject to other laws and

regulations where the consequences of non-compliance

could have a material effect on amounts or disclosures in

the consolidated financial statements, for instance through

the imposition of fines or litigation or impacts on the Group

and the Company’s ability to operate. We identified financial

services regulation as being the area most likely to have

such an effect, recognising the regulated nature of the

Group’s activities and its legal form. Auditing standards limit

the required audit procedures to identify non-compliance

with these laws and regulations to enquiry of management

and inspection of regulatory and legal correspondence, if

any. Therefore if a breach of operational regulations is not

disclosed to us or evident from relevant correspondence, an

audit will not detect that breach.

Context of the ability of the audit to detect fraud

or breaches of law or regulation

Owing to the inherent limitations of an audit, there is an

unavoidable risk that we may not have detected some

material misstatements in the consolidated financial

statements, even though we have properly planned and

performed our audit in accordance with auditing standards.

For example, the further removed non-compliance with

laws and regulations is from the events and transactions

reflected in the consolidated financial statements, the less

likely the inherently limited procedures required by auditing

standards would identify it.

In addition, as with any audit, there remains a higher risk

of non-detection of fraud, as this may involve collusion,

forgery, intentional omissions, misrepresentations, or the

override of internal controls. Our audit procedures are

designed to detect material misstatement. We are not

responsible for preventing non-compliance or fraud and

cannot be expected to detect non-compliance with all laws

and regulations.

Other information

The Directors are responsible for the other information.

The other information comprises the information included

in the annual report but does not include the consolidated

financial statements and our auditor’s report thereon. Our

opinion on the consolidated financial statements does not

cover the other information and we do not express an audit

opinion or any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial

statements, our responsibility is to read the other information

and, in doing so, consider whether the other information

is materially inconsistent with the consolidated financial

statements or our knowledge obtained in the audit, or

otherwise appears to be materially misstated. If, based on the

work we have performed, we conclude that there is a material

misstatement of this other information, we are required to

report that fact. We have nothing to report in this regard.

We have nothing to report on other matters on

which we are required to report by exception

We have nothing to report in respect of the following

matters where the Companies (Guernsey) Law, 2008

requires us to report to you if, in our opinion:

•  the Company has not kept proper accounting records; or

•  the consolidated financial statements are not in

agreement with the accounting records; or

•  we have not received all the information and explanations,

which to the best of our knowledge and belief are

necessary for the purpose of our audit.

Respective responsibilities

Directors’ responsibilities

As explained more fully in their statement set out on pages

44 and 45, the Directors are responsible for: the preparation

of the consolidated financial statements including being

satisfied that they give a true and fair view; such internal

control as they determine is necessary to enable the

preparation of consolidated financial statements that are

free from material misstatement, whether due to fraud

or error; assessing the Group and Company’s ability to

continue as a going concern, disclosing, as applicable,

matters related to going concern; and using the going

concern basis of accounting unless they either intend to

liquidate the Group or the Company or to cease operations,

or have no realistic alternative but to do so.

Auditor’s responsibilities

Our objectives are to obtain reasonable assurance about

whether the consolidated financial statements as a whole

are free from material misstatement, whether due to fraud

or error, and to issue our opinion in an auditor’s report.

Reasonable assurance is a high level of assurance, but does

not guarantee that an audit conducted in accordance with

ISAs (UK) will always detect a material misstatement when

it exists. Misstatements can arise from fraud or error and

are considered material if, individually or in aggregate, they

could reasonably be expected to influence the economic

decisions of users taken on the basis of the consolidated

financial statements.

A fuller description of our responsibilities is provided

on the FRC’s website at

www.frc.org.uk/auditorsresponsibilities.

The purpose of this report and restrictions on

its use by persons other than the Company’s

members, as a body

This report is made solely to the Company’s members, as

a body, in accordance with section 262 of the Companies

(Guernsey) Law, 2008. Our audit work has been undertaken

so that we might state to the Company’s members those

matters we are required to state to them in an auditor’s

report and for no other purpose. To the fullest extent

permitted by law, we do not accept or assume responsibility

to anyone other than the Company and the Company’s

members, as a body, for our audit work, for this report, or for

the opinions we have formed.

Report on Regulatory Requirements

European Single Electronic Format (ESEF)

The Group has prepared its annual report in ESEF. The

requirements for this format are set out in the Commission

Delegated Regulation (EU) 2019/815 with regard to

regulatory technical standards on the specification of a

single electronic reporting format (these requirements are

hereinafter referred to as: the “RTS on ESEF”).

In our opinion, the annual report prepared in the XHTML

format, including the tagged consolidated financial

statements as included in the reporting package by

the Group, has been prepared in all material respects in

accordance with the RTS on ESEF.

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64 Tetragon Financial Group

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Independent auditor’s report to the members

of Tetragon Financial Group Limited (continued)

The Directors are responsible for preparing the annual

report including the consolidated financial statements in

accordance with the RTS on ESEF, whereby the Directors

combine the various components into a single reporting

package. Our responsibility is to obtain reasonable

assurance for our opinion whether the annual report in this

reporting package, is in accordance with the RTS on ESEF.

Our procedures included:

•  Obtaining an understanding of the Group’s financial

reporting process, including the preparation of the

reporting package;

•  Obtaining the reporting package and performing

validations to determine whether the reporting package

containing the Inline XBRL instance document and the

XBRL extension taxonomy files have been prepared in

accordance with the technical specifications as included

in the RTS on ESEF;

•  Examining the information related to the consolidated

financial statements in the reporting package to

determine whether all required taggings have been

applied and whether they are in accordance with the RTS

on ESEF.

Barry Ryan

For and on behalf of KPMG Audit Limited

Chartered Accountants and Recognised Auditors

Guernsey

5 March 2026

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65 Tetragon Financial Group

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Consolidated Statement of Financial Position Consolidated Statement of Comprehensive Income

For the year ended 31Dec2025 31Dec2024

Note $M $M

Net gain on non-derivative financial assets at fair value through profit

or loss

1,088.3 504.3

Net (loss)/gain on derivative financial assets and liabilities (61.0) 15.5

Net (loss)/gain on foreign exchange (0.3) 0.3

Interest income 0.1 0.9

Total income 1,027.1 521.0

Management fee 15 (51.9) (43.3)

Incentive fee 11 (196.7) (87.3)

Legal and professional fees (2.6) (3.0)

Share-based employee compensation 12 (14.5) (5.5)

Audit fees (0.8) (0.7)

Other operating and administrative expenses (3.7) (3.6)

Operating expenses (270.2) (143.4)

Operating profit before finance costs 756.9 377.6

Finance costs 10 (27.3) (25.4)

Profit and total comprehensive income for the year 729.6 352.2

Earnings per share  $ $

Basic 16 8.36 4.13

Diluted 16 7.59 3.94

Weighted average shares outstanding Million Million

Basic 16 87.3 85.3

Diluted 16 96.1 89.4

As of 31Dec2025 31Dec2024

NoteNote $M$M $M$M

Assets

Non-derivative financial assets at fair value through profit or loss  4 4,207.8 3,504.3

Derivative financial assets 4 10.0 18.7

Other receivables and prepayments 7 11.6 5.2

Amounts due from brokers - 6.2

Cash and cash equivalents

6

27.1 30.5

Total assets 4,256.5 3,564.9

Liabilities

Loans and borrowings 10 350.0 300.0

Derivative financial liabilities 4 7.0 0.1

Other payables and accrued expenses 9 4.5 38.1

Amounts due to brokers

8

3.2 53.7

Total liabilities 364.7 391.9

Net assets  3,891.8 3,173.0

Equity

Share capital 0.1 0.1

Other equity 758.7 735.4

Share-based compensation reserve

12

102.8 97.9

Retained earnings

3,030.2 2,339.6

3,891.8 3,173.0

Shares outstanding

Number of shares (million)

12

83.7 82.0

Net Asset Value per share ($) 46.51 38.69

The accompanying notes are an integral part of the Consolidated Financial Statements. The accompanying notes are an integral part of the Consolidated Financial Statements.

David O’Leary

Director

Signed on behalf of the Board of Directors by:

Steven Hart

Director

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FINANCIAL STATEMENTS

66 Tetragon Financial Group

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Consolidated Statement of Cash FlowsConsolidated Statement of Changes in Equity

Share

capital

Other equity Retained

earnings

Share-based

compensation

reserve

Total

Note $M $M $M $M $M

As of 1 January 2024 0.1 722.3 2,032.0 71.0 2,825.4

Profit and total comprehensive income

for the year

- - 352.2 - 352.2

Transactions with owners recognised

directly in equity

Shares transferred to escrow 12 - - - 54.2 54.2

Shares released from escrow 12 - 32.8 - (32.8) -

Dividends on shares released from escrow 12 - 8.9 (8.9) - -

Share-based compensation 12 - - - 5.5 5.5

Cash dividends 12 - - (21.7) - (21.7)

Stock dividends 12 - 14.0 (14.0) - -

Purchase of treasury shares  12 - (42.6) - - (42.6)

As of 31 December 2024 0.1 735.4 2,339.6 97.9 3,173.0

Profit and total comprehensive income

for the year

- - 729.6 - 729.6

Transactions with owners recognised

directly in equity

Shares released from escrow 12 - 9.6 - (9.6) -

Dividends on shares released from escrow 12 - 2.6 (2.6) - -

Share-based compensation 12 - - - 14.5 14.5

Cash dividends 12 - - (23.7) - (23.7)

Stock dividends 12 - 12.7 (12.7) - -

Purchase of treasury shares 12 - (1.6) - - (1.6)

As of 31 December 2025 0.1 758.7 3,030.2 102.8 3,891.8

For the year ended

31Dec2025 31Dec2024

$M $M

Operating activities

Profit for the year

729.6 352.2

Adjustments for:

Gains on investments and derivatives

(1,027.3) (519.8)

Share-based compensation

14.5 5.5

Interest income

(0.1) (0.9)

Finance costs

27.3 25.4

Operating cash flows before movements in working capital

(256.0) (137.6)

Increase in receivables

(6.4) (0.5)

(Decrease)/Increase in payables

(33.6) 16.0

Decrease in amounts due from brokers

6.2 1.0

(Decrease)/Increase in amounts due to brokers

(50.5) 53.7

Cash flows from operations

(340.3) (67.4)

Proceeds from sale/prepayment/maturity of investments

710.2 445.8

Net payments for derivative financial instruments

(46.5) (6.3)

Purchase of investments

(324.3) (325.9)

Cash interest received

0.1 0.9

Net cash (used in)/generated from operating activities

(0.8) 47.1

Financing activities

Repayment of loans and borrowings

- (100.0)

Proceeds from loans and borrowings

50.0 150.0

Finance costs paid

(27.3) (25.4)

Purchase of treasury shares

(1.6) (42.6)

Dividends paid to shareholders

(23.7) (21.7)

Net cash used in financing activities

(2.6) (39.7)

Net (decrease)/increase in cash and cash equivalents

(3.4) 7.4

Cash and cash equivalents at beginning of year

30.5 23.1

Cash and cash equivalents at end of year

27.1 30.5

The accompanying notes are an integral part of the Consolidated Financial Statements. The accompanying notes are an integral part of the Consolidated Financial Statements.

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Note 1: Corporate information

Tetragon Financial Group Limited (Tetragon or the Fund)

was registered in Guernsey on 23 June 2005 as a company

limited by shares, with registered number 43321. All voting

shares of the Fund are held by Polygon Credit Holdings II

Limited (the Voting Shareholder). The Fund continues to

be registered and domiciled in Guernsey, and the Fund’s

non-voting shares (the Shares) are listed on Euronext in

Amsterdam, a regulated market of Euronext Amsterdam

N.V. (ticker symbol: TFG.NA) and on the Specialist Fund

Segment of the London Stock Exchange plc (ticker

symbols: TFG.LN and TFGS.LN). The registered office of the

Fund is Mill Court, La Charroterie, St. Peter Port, Guernsey,

GY1 1EJ, Channel Islands.

Note 2: Material accounting policies

Basis of preparation

The Consolidated Financial Statements of the Fund (the

Financial Statements) have been prepared in accordance

with International Financial Reporting Standards (IFRS)

as adopted by the European Union (EU) and comply with

the Companies (Guernsey) Law, 2008 and give a true and

fair view.

The Financial Statements have been prepared on a historical

cost basis, except for derivative financial instruments and

certain non-derivative financial assets and financial liabilities

held at fair value through profit or loss (FVTPL) that have

been measured at fair value. The accounting policies have

been consistently applied to all periods presented in these

Financial Statements.

The Financial Statements are presented in United States

Dollars (USD or $), which is the functional currency of the

Fund, expressed in USD millions ($M) (unless otherwise

noted). The share capital of the Fund and the majority

of its investments are denominated in USD. Most of the

expenses and fees paid by the Fund are in USD. Hence,

the Directors have determined that USD, as functional

and presentational currency, reflects the Fund’s primary

economic environment.

In accordance with IFRS 10 Consolidated Financial

Statements (IFRS 10), the Fund is an investment entity and,

as such, does not consolidate the entities it controls where

they are deemed to be subsidiaries except for Tetragon

Financial Group (Delaware) LLC. Tetragon Financial Group

(Delaware) LLC holds the collateral for the revolving credit

facility. This subsidiary’s main purpose and activity is to

provide a service to the Fund, as such, it is consolidated

on a line-by-line basis with balances between the Fund and

this subsidiary eliminated. The Financial Statements for this

subsidiary are prepared at the same reporting date using the

same accounting policies. All other interests in subsidiaries

are classified as FVTPL. Investments in associates are also

classified as FVTPL. Subsidiaries are consolidated from the

date control is established by Tetragon and cease to be

consolidated on the date control is transferred from Tetragon.

The Directors are satisfied that it is appropriate to continue

to adopt the going concern basis in preparing these

Financial Statements and that the Fund will be able to

continue to meet its liabilities for at least twelve months

from the date of approval of the Financial Statements. In

making this determination, the Directors have considered

reasonable plausible downside scenarios in preparing

the cash flow and liquidity projections for the next twelve

months, the nature of the Fund’s capital (including readily

available resources such as cash, undrawn credit facility

and liquid equities) and the applicable covenants on the

revolving credit facility.

New standards and amendments to existing standards

The Fund has considered all the standards and

interpretations that are issued, but not yet effective, up to

the date of issuance of the Fund’s Financial Statements.

IFRS 18 “Presentation and Disclosure in Financial

Statements” was issued in 2024 and will apply from periods

beginning on or after 1 January 2027. The new standard

introduces the following key new requirements:

-   Entities are required to classify all income and

expenses into five categories in the statement of profit

or loss, namely the operating, investing, financing,

discontinued operations and income tax categories.

Entities are also required to present a newly defined

operating profit subtotal. Entities’ net profit will not

change as a result of applying IFRS 18.

-   Management defined performance measures

(MPMs) are disclosed in a single note in the Financial

Statements.

-   Enhanced guidance is provided on how to group

information in the Financial Statements.

The Fund is in the process of assessing the impact of the

new accounting standard, particularly with respect to the

additional disclosures required for MPMs.

Foreign currency translation

Transactions in foreign currencies are translated to the

Fund’s functional currency at the foreign currency exchange

rate ruling at the date of the transaction. All assets and

liabilities denominated in foreign currencies are translated to

USD at the foreign currency closing exchange rate ruling at

the reporting date.

Foreign currency exchange differences arising on translation

and realised gains and losses on disposals or settlements of

monetary assets and liabilities are recognised as net foreign

exchange gain/(loss) in the Consolidated Statement of

Comprehensive Income except for those arising on financial

instruments at FVTPL which are recognised as components

of net gain/(loss) on non-derivative financial assets at

FVTPL and derivative instruments which are recognised as

components of net gain/(loss) on derivative financial assets

and financial liabilities.

Financial instruments

(i)  Classification

The Fund classifies its financial assets and financial liabilities

at initial recognition into the following categories, in

accordance with IFRS 9 Financial Instruments (IFRS 9).

Financial assets at amortised cost

A financial asset is measured at amortised cost if it meets

both of the following conditions and is not designated as at

FVTPL:

- it is held within a business model whose objective is to hold

assets to collect contractual cash flows; and

- it has contractual terms which give rise, on specified dates,

to cash flows that are solely payments of principal and

interest outstanding.

The Fund includes in this category cash and cash equivalents,

amounts due from brokers, receivable for securities sold

and other sundry receivables. These assets are held with an

intention to collect the principal and interest payments.

Financial assets and liabilities at FVTPL

All financial assets not classified as measured at amortised

cost are measured at FVTPL. Financial liabilities attached to

derivatives are also measured at FVTPL.

Investments in derivatives, collateralised loan obligations

(CLOs), listed and unlisted stock, investment funds and

vehicles and Tetragon Partners are included in this category.

NOTES TO THE FINANCIAL STATEMENTS

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68 Tetragon Financial Group

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Annual Report 202568

Note 2: Material accounting policies (continued)

Other financial liabilities at amortised cost

This category includes all financial liabilities, other than

those classified as at FVTPL. The Fund includes in this

category loans and borrowings, amounts due to brokers,

and other payables and accrued expenses.

(ii)  Recognition

The Fund recognises a financial asset or a financial liability

when it becomes a party to the contractual provisions of

the instrument. Purchases or sales of financial assets that

require delivery of assets within the time frame generally

established by regulation or convention in the marketplace

(regular way trades) are recognised on the trade date (i.e. the

date that the Fund commits to purchase or sell the asset).

(iii)  Initial measurement

Financial assets and financial liabilities at FVTPL are initially

recognised in the Consolidated Statement of Financial

Position at fair value. All transaction costs for such

instruments are recognised immediately through profit

or loss. Financial assets and liabilities (other than those

classified as at FVTPL) are measured initially at their fair

value adjusted for any directly attributable incremental costs

of acquisition or issue.

(iv)  Subsequent measurement

After initial measurement, the Fund re-measures financial

instruments which are classified as at FVTPL at fair value.

Subsequent changes in the fair value of those financial

instruments are recorded in net gain/(loss) on non-derivative

financial assets at FVTPL in the Consolidated Statement of

Comprehensive Income. Subsequent changes in fair value

of derivative instruments are recorded in net gain/(loss) on

derivative financial assets and liabilities in the Consolidated

Statement of Comprehensive Income. Receivables are

carried at amortised cost less any allowance for impairment

with any impairment losses arising being included in profit

or loss. Financial liabilities, other than those classified as at

FVTPL, are measured at amortised cost using the effective

interest method.

(v)  Derecognition

A financial asset (or, where applicable, a part of a financial

asset or a part of a group of similar financial assets) is

derecognised where (i) the rights to receive cash flows from

the asset have expired, or (ii) the Fund has either transferred

its rights to receive cash flows from the asset, or has

assumed an obligation to pay the received cash flows in full

without material delay to a third party under a pass-through

arrangement and in either cases in (ii): (a) the Fund has

transferred substantially all of the risks and rewards of the

asset; or (b) the Fund has neither transferred nor retained

substantially all the risks and rewards of the asset, but has

transferred control of the asset.

When the Fund has transferred its right to receive cash

flows from an asset (or has entered into a pass-through

arrangement) and has neither transferred nor retained

substantially all of the risks and rewards of the asset nor

transferred control of the asset, the asset is recognised

to the extent of the Fund’s continuing involvement in the

asset. In that case, the Fund also recognises an associated

liability. The transferred asset and the associated liability are

measured on a basis that reflects the rights and obligations

that the Fund has retained.

The Fund derecognises a financial liability when the

obligation under the liability is discharged, cancelled

or expired.

(vi)  Impairment

The Fund recognises loss allowances for expected credit

losses (ECL) on financial assets at amortised cost.

When determining whether the credit risk of a financial

asset has increased significantly since initial recognition

and when estimating ECLs, the Fund considers reasonable

and supportable information that is relevant and available

without undue cost or effort. This includes both quantitative

and qualitative information and analysis, based on the Fund’s

historical experience and informed credit assessment and

including forward-looking information.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net

amount reported in the Consolidated Statement of Financial

Position if, and only if, there is a currently enforceable legal

right to offset the recognised amounts and there is an

intention to settle on a net basis, or to realise the asset and

settle the liability simultaneously.

Fair value measurement

The Fund measures all its investments and derivatives,

at fair value at each reporting date. IFRS 13 Fair Value

Measurements defines fair value as the price that would

be received to sell an asset or paid to transfer a liability in

an orderly transaction between market participants at the

measurement date. The fair value measurement is based

on the presumption that the transaction to sell the asset or

transfer the liability takes place either in the principal market

for the asset or liability or, in the absence of a principal

market, in the most advantageous market for the asset or

liability. The principal or the most advantageous market

must be accessible to the Fund. The fair value of an asset

or a liability is measured using the assumptions that market

participants would use when pricing the asset or liability,

assuming that market participants act in their economic

best interest.

The fair value for financial instruments traded in active

markets at the reporting date is based on their quoted price

without any deduction for transaction costs. A market is

regarded as “active” if transactions for the asset or liability

take place with sufficient frequency and volume to provide

pricing information on an ongoing basis.

For all other financial instruments not traded in an active

market, the fair value is determined by using observable

inputs where available and valuation techniques deemed to

be appropriate in the circumstances. Refer to Note 4 for the

valuation techniques used.

For assets and liabilities that are measured at fair value on a

recurring basis, the Fund identifies transfers between levels

in the hierarchy by re-assessing the categorisation (based

on the lowest level input that is significant to the fair value

measurement as a whole) and deems transfers to have

occurred at the end of each reporting period.

Amounts due from/to brokers

Amounts due from brokers include margin accounts which

represent cash pledged as collateral on the forward foreign

exchange contracts, credit default swaps and contracts for

difference. Amounts due to brokers include cash advances

obtained from the brokers by pledging certain investments.

Refer to the accounting policy for financial instruments for

recognition and measurement.

Cash and cash equivalents

Cash comprises current deposits with banks. Cash

equivalents comprise of short-term highly liquid investments

that are readily convertible to known amounts of cash

and are subject to an insignificant risk of changes in value

and are held for the purpose of meeting short-term cash

commitments rather than for investment or other purposes.

NOTES TO THE FINANCIAL STATEMENTS

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Note 2: Material accounting policies (continued)

Net gain or loss on non-derivative financial assets and

liabilities at FVTPL

Net gains or losses on non-derivative financial assets at

FVTPL are changes in the fair value of financial assets and

financial liabilities at FVTPL and include related interest,

dividends and foreign exchange gains or losses.

Interest income

Interest income arising on cash and cash equivalents

is recognised in the Consolidated Statement of

Comprehensive Income using the effective interest method.

Finance costs

Interest and fees charged on borrowings are recognised

through profit or loss in the Consolidated Statement of

Comprehensive Income using the effective interest method.

Expenses

Expenses and fees, including Directors’ fees, are recognised

through profit or loss in the Consolidated Statement of

Comprehensive Income on the accruals basis.

Taxation

The Fund is exempt from Guernsey income tax under the

Income Tax (Exempt Bodies) (Guernsey) Ordinance 1989 and

is charged GBP 1,600 per annum (2024: GBP 1,600).

Dividend distribution

Dividend distributions are recognised in the Consolidated

Statement of Changes in Equity, when the shareholders’

right to receive the payment is established.

Share-based payment transactions

Share-based compensation expense for all equity-settled

share-based payment awards granted is determined based

on the grant-date fair value. The Fund recognises these

compensation costs net of an estimated forfeiture rate

and recognises compensation cost only for those shares

expected to meet the service and non-market performance

vesting conditions, on a graded vesting basis over the

requisite service period of the award. These compensation

costs are determined at the individual vesting tranche

level for service-based awards and debited as expense in

the Consolidated Statement of Comprehensive Income

with a corresponding credit in share-based compensation

reserve. Shares contributed to escrow controlled by an

unconsolidated subsidiary are debited to the cost of

investment in that subsidiary and credited to share-based

compensation reserve.

When the shares are issued, the fair value of the shares, as

determined at the time of the award, is debited against the

share-based compensation reserve and credited to other

equity in the Consolidated Statement of Changes in Equity.

Any associated stock dividends accrued on the original

award are debited against retained earnings and credited

to other equity using the value determined by the stock

reference price at the date of each applicable dividend.

Other equity

Other equity contains the share premium and treasury

shares balances.

Operating segments

An operating segment is a component of the Fund that

engages in business activities from which it may earn

revenues and incurs expenses, whose operating results are

regularly reviewed by the Fund’s chief operating decision

maker and for which discrete financial information is

available. The chief operating decision maker for the Fund

is the Board of Directors. The Fund has considered the

information reviewed by the Fund’s chief operating decision

maker and determined that there is only one operating

segment in existence.

Note 3: Significant accounting judgements,

estimates and assumptions

The preparation of the Fund’s Financial Statements

requires management to make judgements, estimates and

assumptions that affect the reported amounts recognised

in the Financial Statements and disclosure of contingent

liabilities. However, uncertainty about these assumptions

and estimates could result in outcomes that could require a

material adjustment to the carrying amount of the asset or

liability affected in future periods.

In the process of applying the Fund’s accounting policies,

management has made the following judgements, estimates

and assumptions which have the most significant effect on

the amounts recognised in the Financial Statements:

Investment entity status

The Board of Directors have determined that the Fund

meets the definition of an investment entity as per IFRS

10. Entities that meet the definition of an investment entity

within IFRS 10 are generally required to measure their

subsidiaries at FVTPL rather than consolidate them. The

Fund consolidates Tetragon Financial Group (Delaware) LLC

as this subsidiary’s main purpose and activity is to provide

a service to the Fund, as such it is consolidated on a line-

by-line basis with balances between the Fund and this

subsidiary eliminated.

Tetragon obtained funds from investors for the purpose of

providing investment management services. The Fund’s

investment objective is to generate distributable income

and capital appreciation. The Fund reports to its investors

via monthly, semi-annual, and annual investor information,

and to its management, via internal management reports, on

a fair value basis. The Fund has a documented exit strategy

for all of its investments.

Measurement of fair values

The Fund based its assumptions and estimates on

parameters available at the year-end when the Financial

Statements were prepared; however, existing circumstances

and assumptions about future developments may change

due to market changes and circumstances arising beyond

the control of the Fund. Such changes are reflected in the

assumptions when they occur. For detailed information on

the estimates and assumptions used to determine the fair

value of financial instruments, please refer to Note 4.

Note 4: Financial assets and financial liabilities

at fair value through profit or loss

Fair value hierarchy

All assets and liabilities for which fair value is measured or

disclosed in the Financial Statements are categorised within

the fair value hierarchy, described as follows:

•  Level 1 – Quoted in active markets for identical

instruments.

•  Level 2 – Prices determined using other significant

observable inputs. These may include quoted prices for

similar securities, interest rates, prepayments spreads,

credit risk and others.

•  Level 3 – Unobservable inputs. Unobservable inputs

reflect assumptions market participants would be

expected to use in pricing the asset or liability.

NOTES TO THE FINANCIAL STATEMENTS

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Note 4: Financial assets and financial liabilities at fair value through profit or loss (continued)

NOTES TO THE FINANCIAL STATEMENTS

(1)

Investment in CLO equity and debt tranches held through special purpose vehicles are included in these captions.

Fair value measurement of assets and liabilities

Other financial assets and liabilities

For all other financial assets and liabilities, the carrying value

is an approximation of fair value, including other receivables,

amounts due from/to brokers, cash and cash equivalents,

loans and borrowings, and other payables.

The following table shows financial instruments measured at fair value by the level in fair value hierarchy as of 31 December 2025:  The following table shows financial instruments measured at fair value by the level in fair value hierarchy as of 31 December 2024:

Non-derivative financial assets at FVTPL Level 1  Level 2 Level 3 Total  fair value $M $M $M $MTetragon Partners (formerly TFG Asset Management) - - 1,754.2 1,754.2Investment funds and vehicles - 893.7 635.8 1,529.5Unlisted stock - - 531.7 531.7Listed stock 351.0 - - 351.0(1)CLO equity tranches- - 36.7 36.7(1)CLO debt tranches- 4.7 - 4.7Total non-derivative financial assets at FVTPL 351.0 898.4 2,958.4 4,207.8Derivative financial assets Currency options - 8.7 - 8.7Forward foreign exchange contracts - 1.3 - 1.3Total derivative financial assets  - 10.0 - 10.0Derivative financial liabilities Contracts for difference - (0.5) - (0.5)Forward foreign exchange contracts - (6.5) - (6.5)Total derivative financial liabilities  - (7.0) - (7.0)

Non-derivative financial assets at FVTPL Level 1  Level 2 Level 3 Total  fair value $M $M $M $MTetragon Partners (formerly TFG Asset Management) - - 1,572.8 1,572.8Investment funds and vehicles - 764.5 609.9 1,374.4Unlisted stock - - 254.9 254.9Listed stock 207.5 4.2 - 211.7(1)CLO equity tranches- - 85.0 85.0(1)CLO debt tranches- 5.5 - 5.5Total non-derivative financial assets at FVTPL 207.5 774.2 2,522.6 3,504.3Derivative financial assets Contracts for difference - 0.3 - 0.3Currency options - 1.5 - 1.5Forward foreign exchange contracts - 16.9 - 16.9Total derivative financial assets  - 18.7 - 18.7Derivative financial liabilities Forward foreign exchange contracts  - (0.1) - (0.1)Total derivative financial liabilities   - (0.1) - (0.1)

(1)

Investment in CLO equity and debt tranches held through special purpose vehicles are included in these captions.

Transfers between levelsNo. From To Fair Value ($M) Reasons for transfer31 Dec 20251 Level 1 Level 3  19.0  De-listed from active exchange2 Level 3 Level 1  4.4  Listed on active exchange following IPO

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Note 4: Financial assets and financial liabilities at fair value through profit or loss (continued)

NOTES TO THE FINANCIAL STATEMENTS

Valuation techniques

Tetragon Partners (formerly TFG Asset Management)

The Fund owns a 100% interest in Tetragon Partners which

holds majority and minority private equity stakes in asset

management companies. The valuation calculation for

Tetragon Partners was prepared by a third-party valuation

agent engaged by the Fund’s Audit Committee. Although

Tetragon Partners is valued as a single investment, a sum-

of-the-parts approach, valuing each business separately

has been utilised. This approach aggregates the fair value

of all asset managers held by Tetragon Partners, overlaying

the central costs and net assets at Tetragon Partners level,

and adding the fair value of the infrastructure platform

that Tetragon Partners provides to asset management

businesses. Currently, no premium has been attributed to the

valuation of Tetragon Partners in respect of diversification or

synergies between different income streams.

The DCF approach calculates the enterprise value of the

investments by utilising a business-specific model to

estimate the generation of future net cash flows. Each model

reflects the business plan over a specific period of 5-10 years

which includes, where applicable, assumptions (which may

not be linear) around planned capital raising and/or organic

growth through investment returns. The DCF approach

may also include a terminal value which is calculated by

applying a growth formula to the projected cash flows in the

terminal year or to the average of yearly cash flows in the

business plan. This terminal value calculation is used in the

DCF approach for Equitix, LCM, Westbourne River Partners,

Contingency Capital and Acasta. All estimates of future

free cash flows and the terminal value are discounted at a

weighted average cost of capital (WACC) that captures the

risk inherent in the projections.

From the enterprise value derived by the DCF approach,

market value of net debt is deducted to arrive at the equity

value. An adjustment is made to account for a discount for

lack of liquidity (DLOL).

Valuation process (framework)

TMF Group Fund Services (Guernsey) Limited (the

Administrator) serves as the Fund’s independent

administrator and values the investments of the Fund

on an ongoing basis in accordance with the valuation

principles and methodologies approved by the Fund’s Audit

Committee, which comprises of independent Directors, from

time to time.

For certain investments, such as Tetragon Partners, a

third-party valuation agent is also used. However, the

Directors are responsible for the valuations and may, at their

discretion, permit any other method of valuation to be used

if they consider that such method of valuation better reflects

value and is in accordance with IFRS.

Level 3 reconciliation

The following is a reconciliation of the Fund’s assets in

which significant unobservable inputs (Level 3) were used in

determining fair value at 31 December 2025:

CLO equity Unlisted Investment Tetragon Totaltranchesstockfunds and Partnersvehicles$M $M $M $M $MBalance at 1 January 2025 85.0 254.9 609.9 1,572.8 2,522.6Additions - - 62.7 65.5 128.2Proceeds (25.6) (65.8) (53.1) (272.1) (416.6)Transfers - 14.6 - - 14.6Net (losses)/gains through profit or loss (22.7) 328.0 16.3 388.0 709.6Balance at 31 December 2025 36.7 531.7 635.8 1,754.2 2,958.4Change in unrealised gains/(losses) through (23.6) 268.7 29.4 138.3 412.8profit or loss for assets held at year-end

The following is a reconciliation of the Fund’s assets in

which significant unobservable inputs (Level 3) were used in

determining fair value at 31 December 2024:

CLO equity Unlisted Investment Tetragon Totaltranchesstockfunds and Partnersvehicles$M $M $M $M $MBalance at 1 January 2024 129.5 111.7 593.2 1,345.4 2,179.8Additions 6.6 5.0 99.9 43.1 154.6Proceeds (36.6) (15.2) (70.7) (109.4) (231.9)Net (losses)/gains through profit or loss (14.5) 153.4 (12.5) 293.7 420.1Balance at 31 December 2024 85.0 254.9 609.9 1,572.8 2,522.6Change in unrealised gains/(losses) through (19.4) 142.7 (21.1) 189.3 291.5profit or loss for assets held at year-end

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Note 4: Financial assets and financial liabilities at fair value through profit or loss (continued)

The Market Multiple approach applies a multiple, considered

to be an appropriate and reasonable indicator of value to

certain metrics of the business, such as earnings or assets

under management (AUM), to derive the enterprise value.

The multiple applied in each case is derived by considering

the multiples of quoted comparable companies. The

multiple is then adjusted to ensure that it appropriately

reflects the specific business being valued, considering its

business activities, geography, size, competitive position

in the market, risk profile, and earnings growth prospects

of the business. The valuation agent considered a multiple

of earnings such as a company’s earnings before interest,

taxes, depreciation, and amortisation (EBITDA), to perform

this analysis. These multiples are then adjusted for control

premium if the comparable companies are valued on a

minority basis.

On 17 October 2025, Tetragon closed the sale of a

minority stake in Equitix to Hunter Point Capital, or HPC, an

independent investment firm providing capital solutions

and strategic support to alternative asset managers.

HPC acquired a 16.1% stake in the business at an implied

enterprise value of £1.3 billion, excluding net debt. HPC’s

stake was acquired from two existing shareholders:

approximately 14.6% from Tetragon Partners and 1.5%

from Equitix management. Tetragon Partners’ remaining

66.4% stake is valued using a combination of DCF and

Market Multiple approach with a 70/30 DCF/Market

Multiple weighting.

LCM is valued using a combination of DCF approach and

Market Multiple approach with a 50/50 weighting applied

to both approaches. LCM’s AUM stands at $6.6 billion as

of 31 December 2025, 25% lower than the 31 December

2024 AUM of $8.8 billion, due to amortisation of the existing

deals and no new deal added in 2025. Due to the recent

cadence of new CLO issuance by LCM, the future capital

raising assumptions were reduced. Both factors resulted in

a lower EBITDA for the Market Multiple approach and lower

future cash flows used in the DCF approach. Furthermore,

the discount rate used in the DCF valuation increased by

150 basis points and the EBITDA multiple used in the Market

Multiple approach was reduced from 12.5x to 10.9x. During

the year, Tetragon’s investment in LCM made an unrealised

loss of $116.5 million as the valuation reflected the factors

described above.

As of 31 December 2025, Tetragon Partners held

approximately 13% interest in BGO, subject to a call/put

agreement. The valuation of $325.1 million consists of

$258.4 million of expected value to be received from the

exercise of the call option by Sun Life and related payments,

and $66.7 million of carried interest. The exercise price is

based on the average EBITDA of BGO during the two years

prior to exercising the option. On 27 February 2026, the call

was exercised by Sun Life with the transaction settling in

March 2026.

Other asset managers are valued using a combination of

DCF, replacement cost and liquidation approaches.

NOTES TO THE FINANCIAL STATEMENTS

The following table shows the unobservable inputs used by the third-party valuation agent in valuing Tetragon Partners. For

the purposes of IAS 1 Presentation of Financial Statements, only the inputs related to Equitix (WACC and EV/EBITDA multiple)

are significant.

31 December 2025Investment Fair value  AUM  Valuation methodology Significant unobservable inputs$M($ billion)WACC EV/EBITDA DLOL Forecast 5Y multipleCAGREquitix 1,149.1 16.6 DCF and Market Multiples 10.5% 14.0x 3% 10.4% (WACC and (AUM)EV/EBITDA multiple)BGO 325.1 11.5 DCF (sum-of-the-parts) 3.42%-14.0x 1-15% NA11.75%LCM  107.1 6.6 DCF and Market Multiples 12.25% 10.9x 15% 6.0% (AUM)Other asset 172.9 6.6 DCF, replacement cost 11.5%-NA 15-20% 8.2% - managers13.5%17.5% (AUM)

31 December 2024Investment Fair value  AUM  Valuation methodology Significant unobservable inputs$M($ billion)WACC EV/EBITDA DLOL Forecast 5Y multipleCAGREquitix 922.4 13.8 DCF and Market Multiples 10.5% 10.75x 7.5% 10.9% (AUM)BGO 290.2 10.7 DCF (sum-of-the-parts) 4.1%-13.5x 5-15% NA11.5%LCM  223.6 8.8 DCF and Market Multiples 10.75% 12.5x 15% 10.2% (AUM)Other asset 136.6 6.3 DCF, replacement cost 10.75%-NA 15-20% 9.0% (AUM)managers13%

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Note 4: Financial assets and financial liabilities at fair value through profit or loss (continued)

NOTES TO THE FINANCIAL STATEMENTS

Sensitivity analysis

31 December 2025Effects on net assets and profits ($M)Forecast 5Y  Investment WACC EV/EBITDA multiple DLOLCAGR-100 bps +100 bps +10% −10% -500 bps +500 bps +100 bps -100 bpsEquitix 113.5 (89.2) 32.7 (32.7) 35.0\* (58.3) 5.9 (5.8)BGO 2.3 (2.2) NA NA 3.9 (3.9) NA NALCM  5.3 (4.3) 5.9 (5.9) 5.6 (5.6) 1.9 (1.7)Other asset managers 9.0 (7.5) NA NA 6.0 (6.0) 9.3 (9.0)

31 December 2024Effects on net assets and profits ($M)Forecast 5Y  Investment WACC EV/EBITDA multiple DLOLCAGR-100 bps +100 bps +10% −10% -500 bps +500 bps +100 bps -100 bpsEquitix 95.5 (75.2) 29.7 (29.7) 48.1 (48.1) 14.4 (13.9)BGO 2.6 (2.5) NA NA 15.8 (15.8) NA NALCM  13.3 (10.6) 12.0 (12.0) 11.8 (11.8) 4.3 (4.3)Other asset managers 8.2 (6.8) NA NA 5.6 (5.6) 9.1 (8.5)

Investment funds and vehicles

Investments in unlisted investment funds, classified as Level

2 and Level 3 in the fair value hierarchy, are valued utilising

the net asset valuations provided by the managers of the

underlying funds and/or their administrators. Management’s

assessment is that these valuations are the fair value

of these investments. In determining any adjustments

necessary to the net asset valuations, management

has considered the date of the valuation provided. No

adjustment was deemed material following this review. The

fair value hierarchy for the investment funds is determined

by the fair value hierarchy of the underlying investments.

The Fund has an investment in an externally managed

investment vehicle that holds farmlands in Paraguay.

These farmlands are valued utilising inputs from an

independent third-party valuation agent. The input is

adjusted, between 30% to 40%, for factors such as recent

crop yields, conditions specific to the farms and broker

quotes/bids received.

Sensitivity analysis:

A 10% increase in net asset value (NAV) of the unlisted

investment funds included in Level 3 will increase net assets

and profits of the Fund by $63.6 million (2024: $61.0 million).

A decrease in the NAV of the unlisted investment funds will

have an equal and opposite effect.

Unlisted stock

As of 31 December 2025, Tetragon holds approximately

3.4 million (2024: 3.5 million) Series A & B preferred stock in

Ripple Labs, Inc., or Ripple. The Ripple stock is unlisted but

trades on private platforms. These shares have been valued

at $150 per share (2024: $64.50) or $509.3 million (2024:

$242.1 million) using a combination of prices observed on

private platforms and broker quotes.

Tetragon holds other unlisted stock with fair value of

$25.0 million (2024: $10.0 million), valued using the most

appropriate methodology applicable to that particular

investment such as pricing from latest financing round and

expected value of future cash flows.

Sensitivity analysis:

Using the lower end of the range of prices published on the

private platforms ($130 per share) would reduce the Fund’s

NAV and profits by $69.1 million. Using the higher end of

range ($162 per share) would increase the Fund’s NAV and

profits by $40.7 million.

Listed stock

For listed stock in an active market, the closing exchange

price is utilised as the fair value price.

CLO equity tranches

A mark to model approach using discounted cash flow

analysis (DCF approach) has been adopted to determine

the value of the equity tranche CLO investments. The model

contains certain assumption inputs that are reviewed and

adjusted as appropriate on a quarterly basis.

As at 31 December 2025, key modelling assumptions used

are disclosed below. The modelling assumptions disclosed

below are a weighted average of the individual deal

assumptions. Each individual deal’s assumptions may differ

from this average and vary across the portfolio.

Input assumptionsConstant Annual Default Rate 3.0% for the next twelve months, 2.4% thereafter (2024: 3.0%, 2.4%)(CADR)Recovery Rate 65% (2024: 65%).Prepayment Rate 20% (2024: 20%)Reinvestment Price and Spread Assumed reinvestment price is par for the life of the transaction with reinvestments being modelled for deals that are still in their reinvestment period. Reinvestment assets consist of 100% U.S. syndicated loans with an effective spread over Term SOFR of 375 bps (2024: 377 bps).

\*DLOL applied to Equitix is 300 bps. So, the -500 bps scenario shows

the effect of bringing it down to zero from 300 bps.

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Note 4: Financial assets and financial liabilities at fair value through profit or loss (continued)

Contracts for difference

The Fund enters into contracts for difference (CFD)

arrangements with financial institutions. CFDs are

typically traded on the over the counter (OTC) market. The

arrangement generally involves an agreement by the Fund

and a counterparty to exchange the difference between

the opening and closing price of the position underlying

the contract, which are generally on equity positions. Fair

values are based on quoted market prices of the underlying

security, contract price, and valuation techniques including

expected value models, as appropriate.

Note 5: Interest in other entities

Investment in unconsolidated structured entities

IFRS 12 defines a structured entity as an entity that has

been designed so that voting or similar rights are not the

dominant factor in deciding who controls the entity, such

as when any voting rights relate to the administrative tasks

only and the relevant activities are directed by means of

contractual agreements.

The Fund holds various investments in CLOs and investment

funds. The fair value of the CLOs and investment funds is

recorded in the non-derivative financial assets at fair value

through profit or loss line in the Consolidated Statement of

Financial Position. The Fund’s maximum exposure to loss

from these investments is equal to their total fair value and,

if applicable, unfunded commitments. Once the Fund has

disposed of its holding in any of these investments, the Fund

ceases to be exposed to any risk from that investment. The

Fund has not provided and would not be required to provide

any financial support to these investees. The investments

are non-recourse. Please refer to Note 14 for details of

unfunded commitments.

NOTES TO THE FINANCIAL STATEMENTS

When determining the fair value of the equity tranches,

a discount rate is applied to the expected future cash

flows derived from the third-party valuation model. The

discount rate applied to those future cash flows reflects

the perceived level of risk that would be used by another

market participant in determining fair value. In determining

the discount rates to use, an analysis of the observable

risk premium data as well as the individual deal’s structural

strength and credit quality is undertaken. At 31 December

2025, a discount rate of 12% (2024: 12%) is applied unless

the deal is within its non-refinancing period, in which case

the deal internal rate of return (IRR) is utilised as the discount

rate. For deals in this category, the weighted average IRR or

discount rate is 13.6% (2024: 16.2%). If the deal is past six

months from the end of its reinvestment period, a discount

rate of 14% (2024: 14%) is applied. A 20% discount rate

(2024: not applicable) is applied to deals with BB-rated

loans market value overcollaterisation test below 100%.

Any change to the input assumptions would not produce a

material effect on the NAV or profits of the Fund.

CLO debt tranches

CLO debt tranches are valued using the broker quotes

obtained at the valuation date.

Forward foreign exchange contracts and

currency options

Forward foreign exchange contracts and currency options

are recognised at fair value on the date on which a derivative

contract is entered into and are subsequently re-measured

at their fair value. Fair values are based on observable foreign

currency forward rates, recent market transactions, and

valuation techniques, including discounted cash flow models,

as appropriate. All derivatives are carried as assets when fair

value is positive and as liabilities when fair value is negative.

The best evidence of fair value of a forward foreign

exchange contract at initial recognition is the transaction

price. The currency options are recognised initially at the

amount of premium paid or received.

Below is a summary of the Fund’s holdings in subsidiary unconsolidated structured entities.

As of 31 December 2025: No. of  Range of nominal Carrying value  Percentage of investments$M $MTetragon’s NAVCLO equity(1) U.S. CLOs19 59.4–510.2 36.7 0.9%Investment funds Total NAV$M(2)Westbourne River Event Fund2 512.5 474.9 12.2%(2)Tetragon Global Equities Fund1 6.4 6.4 0.2%(3)Tetragon Credit Income funds4 244.0 42.4 1.1%(3)Hawke’s Point Holdings LP2 389.4 364.9 9.4%(3)Banyan Square Capital Partners funds2 183.7 182.3 4.7%(4)Other real estate4 38.6 38.6 1.0%

As of 31 December 2024: No. of  Range of nominal Carrying value  Percentage of investments$M $MTetragon’s NAVCLO equity(1) U.S. CLOs21 67.0–510.2 80.6 2.5%Investment funds Total NAV$M(2)Westbourne River Event Fund2 502.1 463.6 14.6%(2)Tetragon Global Equities Fund1 5.4 5.4 0.2%(3)Tetragon Credit Income funds3 415.5 76.1 2.4%(3)Hawke’s Point Holdings LP2 202.7 198.4 6.3%(3)Banyan Square Capital Partners funds2 163.0 162.4 5.1%(4)Other real estate4 34.9 34.9 1.1%

(1) This includes all U.S. CLOs deemed to be controlled by the Fund. U.S.

CLOs are domiciled in the Cayman Islands.

(2) Westbourne River Event Fund and Tetragon Global Equities Fund are

domiciled in the Cayman Islands. Given the applicable notice, liquidity

up to 25% of the investment is available on a quarterly basis (subject

to certain conditions), and the entire investment could be liquidated

over four consecutive quarters.

(3) Hawke’s Point Holdings LP, Banyan Square Capital Partners LP,

Tetragon Credit Partner funds are domiciled in the Cayman Islands.

These are private-equity style investment funds. Please refer to Note

14 for details of unfunded commitments.

(4) The Fund has investments in commercial farmland in Paraguay, via

individual managed accounts managed by Scimitar, a specialist

manager in South American farmland. The Fund’s investment can

only be redeemed when the underlying real estate assets are sold.

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Note 5: Interest in other entities (continued)

NOTES TO THE FINANCIAL STATEMENTS

As of 31 December 2025: No. of  Total AUM Carrying value Percentage of investmentsTetragon’s NAV$M  $MReal estate(2)BGO – U.S.5 36,086 17.4 0.4%(2)BGO – Europe9 18,487 51.3 1.3%(2)BGO – Asia2 11,066 17.2 0.4%Other funds Total NAV $M(3)Acasta funds1,494.6(4)Contingency Capital funds2 373.1 61.5 1.6%(4)Private Equity funds47 81,153 214.9 5.5%

As of 31 December 2024: No. of  Nominal Carrying value Percentage of investmentsTetragon’s NAV$M  $MCLO equity(1) U.S. CLOs2 254.3 4.4 0.1%Real estateTotal AUM$M.(2)BGO – U.S6 36,742 28.2 0.9%(2)BGO – Europe11 15,965 45.5 1.4%(2)BGO – Asia2 8,252 21.4 0.7%Other funds Total NAV $M(3)Acasta funds2 1,222.9 97.1 3.1%(4)Contingency Capital funds2 275.5 51.5 1.6%(4)Private Equity funds43 61,827.5 189.9 6.0%

(1) Includes all externally managed CLOs that are outside the Fund’s

control. U.S. CLOs are domiciled in the Cayman Islands.

(2) BGO funds hold real estate investments in the United States, Japan

and various countries in Europe. Total assets under management

(AUM) reflects 100% of BGO AUM in structured entities in each

region. The number of investments indicates the Fund’s investments

in each region. The Fund’s investment in these funds can only be

redeemed in the form of capital distributions when the underlying real

estate assets are sold.

(3) Acasta Funds (Acasta Global Fund and Acasta Energy Evolution Fund)

are domiciled in the Cayman Islands. Given the applicable notice,

liquidity up to 25% of the investment is available on a quarterly basis

(subject to certain conditions), and the entire investment could be

liquidated over four consecutive quarters.

(4) Private equity and Contingency Capital funds are domiciled in the

Cayman Islands, Luxembourg and the United States.

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Note 5: Interest in other entities (continued)

NOTES TO THE FINANCIAL STATEMENTS

(2)

(2)

Investment  Principal place of business Ownership interest Carrying value $M Percentage of NAV2025 2024 2025 2024 2025 2024(1)Equitix Global66% 81% 1,149.1 922.4 29.5% 29.1%(1)BGO Global13% 13% 325.1 290.2 8.4% 9.1%LCM U.S. and UK 100% 100% 107.1 223.6 2.8% 7.0%Other asset managers: 172.9 136.6 4.4% 4.3%Westbourne River Partners U.S. and UK 100% 100%(2)NCIAcasta Partners U.S. and UK NCITetragon Credit Partners U.S. and UK 100% 100%Hawke’s Point U.S. and UK 100% 100%Banyan Square Partners U.S. and UK 100% 100%(2)NCIContingency Capital U.S. and UK NCITetragon Global Equities U.S. and UK 100% 100%Tetragon Life Sciences U.S. and UK 100% 100%

The following table shows the breakdown of assets by asset class:

31 Dec 2025 31 Dec 2024 $M$MInvestment funds and vehicles 776.7 773.7Tetragon Partners 433.3 387.8Unlisted stock 283.7 134.9CLO equity tranches 3.5 12.6Total 1,497.2 1,309.0

Tetragon Financial Group (Delaware) LLC

The Fund holds a 100% ownership interest in Tetragon

Financial Group (Delaware) LLC via Tetragon DebtCo Blocker

(Cayman) LLC and Tetragon Financial Group (Delaware)

Holdings LLC. The purpose of Tetragon Financial Group

(Delaware) LLC is to hold the collateral and liabilities related

to the revolving credit facility (see Note 10). In case of non-

payment of principal or interest, the provider of the credit

facility has a lien over the assets held by Tetragon Financial

Group (Delaware) LLC. There is no recourse to the Fund.

Tetragon Partners

The Fund owns 100% holdings and voting rights in Tetragon

Partners LP. As at 31 December 2024 and 31 December

2025, Tetragon Partners LP’s investments were comprised

of the following:

(1) Equitix and BGO have a presence in North America, Europe, and Asia.

(2) Tetragon Partners owns a non-controlling interest (NCI). The chief

investment officers of underlying businesses own a controlling stake.

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Note 5: Interest in other entities (continued)

NOTES TO THE FINANCIAL STATEMENTS

LCM Euro LLC and LCM Euro II LLC

The Fund holds 100% ownership interest in LCM Euro

LLC and LCM Euro II LLC Investment Series, domiciled in

Delaware. The subsidiaries have invested in debt and equity

tranches of certain LCM CLOs. They have entered into sales

and repurchase agreements with regards to some of the

CLO debt tranches that it holds. The timing and amount

of payment of repo interest and repurchase obligations

are matched by the interest and principal payments from

the relevant debt tranches. Additional interest of 0.5%

per annum is payable on the outstanding balance. As of

31 December 2025, these subsidiaries had total assets

of $151.1 million (2024: $161.1 million) and aggregate

repurchase obligations of $141.4 million (2024: $140.8

million). The fair value of LCM Euro LLC and LCM Euro II LLC

Investment Series of $9.7 million (2024: $20.3 million) is

included in non-derivative financial assets at FVTPL. There is

no recourse to the Fund in case of non-payment of principal

or interest.

Note 6: Financial risks review

Financial risk review:

This note presents information about the Fund’s objectives,

policies and processes for measuring and managing risk.

The Fund has exposure to the following risks from financial

instruments:

-  Credit risk;

-  Liquidity risk; and

-  Market risks.

Risk management framework:

The Fund’s portfolio comprises a broad range of assets,

including a diversified alternative asset management

business, Tetragon Partners, and covers bank loans, real

estate, equities, credit, convertible bonds, private equity and

infrastructure. The Fund’s investment strategy is to seek to

identify asset classes that offer excess returns relative to

their investment risk.

The investment manager analyses the risk/reward,

correlation, duration and liquidity characteristics of each

potential capital use to gauge its attractiveness and

incremental impact on the Fund. As part of the Fund’s

investment strategy, the investment manager may employ

hedging strategies and leverage in seeking to provide

attractive returns while managing risk. The investment

manager’s Risk Committee is responsible for the risk

management of the Fund and performs active and regular

oversight and risk monitoring.

a) Credit risk

“Credit risk” is the risk that a counterparty/issuer to a

financial instrument will fail to discharge an obligation or

commitment that it has entered into with the Fund, resulting

in a financial loss to the Fund. It arises principally from the

CLO portfolio held, and also from derivative financial assets,

cash and cash equivalents, other receivables and balances

due from brokers. Credit risk is monitored on an ongoing

basis by the investment manager in accordance with the

policies and procedures in place.

The Fund’s activities may give rise to settlement risk.

“Settlement risk” is the risk of loss due to the failure of an

entity to honour its obligations to deliver cash, securities

or other assets as contractually agreed. For the majority

of transactions, the Fund mitigates this risk by conducting

settlements through a broker to ensure that a trade is

settled only when both parties have fulfilled their contractual

settlement obligations. The Fund conducts diligence on its

brokers and financing counterparties before entering into

trading or financing relationships. The Fund also actively

monitors and manages settlement risk by diversifying

across counterparties and by monitoring developments in

the perceived creditworthiness of financing counterparties.

The carrying value and unfunded commitments of financial

assets at fair value through profit or loss, derivatives, other

receivables, amounts due from brokers and cash and cash

equivalents, as disclosed in the Consolidated Statement

of Financial Position and Note 14, represents the Fund’s

maximum credit exposure, hence, no separate disclosure is

provided. The ECL on financial assets at amortised costs are

immaterial.

i. Analysis of credit quality

Cash and cash equivalents

The cash and cash equivalents are concentrated in three

(2024: one) financial institution with credit rating between A

and A+ (S&P) (2024: A). The investment manager monitors

these credit ratings and spreads of credit default swaps

on a daily basis and actively moves balances between

counterparties when deemed appropriate.

CLOs

The Fund’s portfolio is partly invested in CLO equity

tranches which are subject to potential non-payment risk.

The Fund will be in a first-loss position with respect to

realised losses on the collateral in each CLO investment.

The investment manager assesses the credit risk of the

CLOs on a look-through basis to the underlying loans in each

CLO investment. The investment manager seeks to provide

diversification in terms of underlying assets, geography

and CLO managers. The maximum loss that the Fund can

incur on CLOs is limited to the fair value of these CLOs. The

underlying loans are made up of a variety of credit ratings

including investment grade and non-investment grade.

Derivatives

The table below shows an analysis of derivative financial

assets and liabilities outstanding at 31 December 2025 and

31 December 2024.

Derivative assets Derivative liabilitiesFair value Notional Fair value Notional$M $M $M $M31 December 2025 10.0 130.2 (7.0) 541.031 December 2024 18.7 562.2 (0.1) 1.4

ii. Concentration of credit risk

The table below shows a breakdown of credit risk per

investment type:

None of the Fund’s financial assets were considered

to be past due or impaired on 31 December 2025 or

31 December 2024.

Investment type 31 Dec 25 31 Dec 24CLOs 58% 58%Cash and cash equivalents 38% 23%Amount due from brokers 0% 5%Other loans and derivatives 4% 14%Total 100% 100%

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78 Tetragon Financial Group

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Note 6: Financial risks review (continued)

NOTES TO THE FINANCIAL STATEMENTS

Within 1 1 to 3 3 months  1 to 5  Greater  Totalmonthmonthsto 1 yearyearsthan 5 years31December2025 $M $M $M $M $M $MFinance costs on borrowings 2.2 4.3 19.4 103.2 102.2 231.3Loans and borrowings - - - - 350.0 350.0Other payables 4.5 - - - - 4.5Total 6.7 4.3 19.4 103.2 452.2 585.831December2024Finance costs on borrowings 2.0 4.0 17.8 95.1 60.4 179.3Loans and borrowings - - - - 300.0 300.0Other payables 2.5 35.6 - - - 38.1Total 4.5 39.6 17.8 95.1 360.4 517.4

iii. Collateral and other credit enhancements, and their

financial effects

The Fund mitigates the credit risk of derivatives through

collateral management including master netting

agreements. Derivative transactions are either transacted

on an exchange or entered into under International

Derivative Swaps and Dealers Association (ISDA) master

netting agreements. Under ISDA master netting agreements

in certain circumstances, for example, when a credit event

such as a default occurs, all outstanding transactions under

the agreement are terminated, the termination value is

assessed and only a single net amount is due or payable in

settlement of all transactions.

iv. Offsetting financial assets and liabilities

The Fund has not offset any financial assets and financial

liabilities in the Consolidated Statement of Financial Position.

b) Liquidity risk

“Liquidity risk” is the risk that the Fund will encounter

difficulty in meeting the obligations associated with its

financial liabilities that are settled by delivering cash or other

financial assets.

The Fund’s policy and the investment manager’s approach

to managing liquidity is to ensure, as far as possible, that it

will always have sufficient liquidity to meet its liabilities when

due. The Fund’s financial assets include some investments

which are considered illiquid. These investments include

Tetragon Partners, CLO equity tranches, real estate funds

and vehicles and unlisted equities. The Fund also holds

investments in hedge funds and private equity funds, which

are subject to redemption restrictions such as notice

periods and, in certain circumstances, redemption gates.

As a result, the Fund may not be able to liquidate these

investments readily.

The following were the contractual maturities of non-

derivative financial liabilities at the reporting date. The

amounts are gross and undiscounted. The finance costs on

borrowings are calculated assuming the drawn balance on

the credit facility and the interest rate remains unchanged

and principal repaid on the maturity date of the facility.

Inflows OutflowsWithin 1 1 – 3 months 3 months – 1 1 – 5 years Within 1 1 – 3 3 months – 1 – 5 yearsmonthyearmonthmonths1 year$M $M $M $M $M $M $M $M31Dec20258.5 348.9 302.1 - (8.7) (352.2) (303.9) -31Dec2024202.3 313.6 52.1 - (194.7) (305.9) (50.8) -

The Fund’s liquidity risk is managed on a daily basis by the

investment manager in accordance with the policies and

procedures in place. The Fund has access to a revolving

credit facility (Note 10) and can also access prime broker

financing (Note 8). The Fund has unfunded commitments

(Note 14) to private-equity styled funds which can be called

immediately. The Fund is not exposed to the liquidity risk of

meeting shareholder redemptions as the Fund’s capital is in

the form of non-redeemable shares.

The tables below analyse the Fund’s financial derivative

instruments that will be settled on a gross basis into relevant

maturity groupings based on the remaining period at the

financial year-end date to the contractual maturity date.

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79 Tetragon Financial Group

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Note 6: Financial risks review

(continued)

NOTES TO THE FINANCIAL STATEMENTS

c) Market risk

“Market risk” is the risk that changes in market prices, such

as interest rates, foreign exchange rates, equity prices and

credit spreads, will affect the Fund’s income or the fair value

of its holdings of financial instruments.

The Fund’s strategy for the management of market risk is

driven by the Fund’s investment objective of generating

distributable income and capital appreciation. The Fund

employs hedging strategies, from time to time as deemed

necessary, to manage its exposure to foreign currency,

interest rate and other price risks. The Fund does not apply

hedge accounting.

i. Interest rate risk

Interest rate risk arises from the possibility that changes in

interest rates will affect future cash flows or the fair values

of financial instruments.

The fair value of certain of the Fund’s investments may

be significantly affected by changes in interest rates. The

Fund’s investments in leveraged loans through CLOs and

Tetragon Credit Partners funds generate SOFR plus returns

and are sensitive to interest rate levels and volatility. In the

event of a significant rising interest rate environment and/or

economic downturn, loan defaults may increase and result in

credit losses that may be expected to affect the Fund’s cash

flow, fair value of its assets and operating results adversely.

Changes in interest rates may also affect the value of the

Fund’s investment in Acasta Global Fund. Generally, the

value of convertible bonds and other fixed rate instruments

will change inversely with changes in interest rates,

offsetting the effect on CLOs.

The table below shows the sensitivity analysis for interest

rates movement on the investment portfolio held by

theFund.

31December2025 Fair value Effects of +100bps change in  Effects of -100bps change in  interest rate on net assetsinterest rate on net assets$M $M $MU.S. CLOs 41.4 2.1 (2.0)Tetragon Credit Partners funds 42.4 2.2 (2.1)Acasta Global Fund 49.9 (1.0) 1.0Total 133.7 3.3 (3.1)31December2024U.S. CLOs 90.5 3.9 (3.8)Tetragon Credit Partners funds 76.1 3.9 (3.8)Acasta Global Fund 93.0 (2.5) 2.6Total 259.6 5.3 (5.0)

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80 Tetragon Financial Group

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Note 6: Financial risks review

(continued)

NOTES TO THE FINANCIAL STATEMENTS

ii. Currency risk

The Fund invests in financial instruments and enters into

transactions that are denominated in currencies other than

its functional currency. Consequently, the Fund is exposed

to risk that the exchange rate of its currency relative to other

foreign currencies may change in a manner that has an

adverse effect on the fair value or future cash flows of the

Fund’s financial assets or financial liabilities denominated

in currencies other than USD. The Fund typically hedges

against its currency risk, mainly by employing forward

foreign exchange contracts. The currency exposure is

monitored and managed on a daily basis.

At the reporting date, the carrying amount of the Fund’s

net financial assets and financial liabilities held in individual

foreign currencies, expressed in USD were as follows. The

sensitivity analysis sets out the effect on the net assets and

profit for the year of reasonably possible weakening of USD

against other currencies by 5%. The analysis assumes that all

other variables, in particular interest rates, remain constant.

Net monetary and Foreign  Net exposure Effect of 5% on  non-monetary assets exchange hedgingexchange rateand liabilities31December2025 $M $M $M $MPound Sterling 1,219.0 (641.7) 577.3 28.9Euro 53.7 (52.6) 1.1 0.1Norwegian Krone 25.5 (25.6) (0.1) -Canadian Dollar 8.3 - 8.3 0.4Swedish Krona 6.0 - 6.0 0.3Total 1,312.5 (719.9) 592.6 29.731December2024Pound Sterling 985.0 (492.7) 492.3 24.6Euro 52.1 (52.2) (0.1) -Norwegian Krone 37.7 (38.3) (0.6) -Canadian Dollar 4.9 - 4.9 0.2Total 1,079.7 (583.2) 496.5 24.8

iii. Other price risk

“Other price risk” is the risk that the fair value of the financial

instrument will fluctuate as a result of changes in market

prices (other than those arising from interest rate risk or

currency risk), whether caused by factors specific to an

individual investment or its issuer or by factors affecting all

instruments traded in the market. The investment manager

manages the Fund’s price risk and monitors its overall

market positions on a regular basis in accordance with the

Fund’s investment objectives and policies.

The following table sets out the concentration of the

investment assets and liabilities, including derivatives held

by the Fund as at the reporting date.

Asset class % of net assets as at  % of net assets as at  31 Dec 202531 Dec 2024Tetragon Partners 45.1% 49.6%Investment funds and vehicles 39.3% 43.3%Unlisted stock 13.7% 8.0%Listed stock 9.0% 6.7%CLO equity & debt tranches 1.1% 2.9%Contracts for difference 0.0% 0.0%Forward foreign exchange contracts and options 0.1% 0.5%

A strengthening of the USD against the above currencies

would have resulted in an equal but opposite effect to the

amounts shown above.

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81 Tetragon Financial Group

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Note 6: Financial risks review (continued)

NOTES TO THE FINANCIAL STATEMENTS

The investment manager reviews the concentrations against

the limits which are set and reviewed periodically. The table

below shows the impact of a positive 1% movement in

the price of these investments on the NAV and profits of

the Fund. A negative 1% movement will have an equal and

opposite effect.

Asset class 31Dec2025 31Dec2024$M $MTetragon Partners 17.5 15.8Investment funds and vehicles 15.3 13.7Unlisted stock 5.3 2.5Listed stock 3.5 2.2CLO equity & debt tranches 0.4 0.9Contracts for difference - -Forward foreign exchange contracts and options - -

Note 7: Other receivables and prepayments

31 Dec 2025 31 Dec 2024 $M$MOther receivables 6.3 2.2Prepayments 5.3 3.0Total 11.6 5.2

Other receivables are expected to be settled within 12 months.

Note 8: Amounts due to brokers

31 Dec 2025 31 Dec 2024 $M$MAmounts due to brokers 3.2 53.7Value of collateral posted with brokers 356.3 226.4

The collateral is in the form of listed equities and derivatives. The Fund can draw cash on the back of these securities from the broker.

Note 9: Other payables and accrued expenses

31 Dec 2025 31 Dec 2024 $M$MIncentive fee payable - 35.6Other payables and accrued expenses 4.5 2.5Total 4.5 38.1

All other payables and accrued expenses are due within one year.

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NOTES TO THE FINANCIAL STATEMENTS

31 Dec 2025 31 Dec 2024 $M$MDrawn balance at start of the year 300.0 250.0Interest and fees expensed 27.3 25.4Interest and fees paid (27.3) (25.4)Drawdowns 50.0 150.0Repayments - (100.0)Drawn balance at the end of the year 350.0 300.0

Note 10: Credit facility

The Fund has access to a US$500.0 million revolving credit

facility with maturity date in December 2034. The facility is

subject to a non-usage fee of 0.5% which is applied to the

undrawn notional amount and a servicing fee of 0.015% of

the total size of the facility. Any drawn portion incurs interest

at a rate of 3M Term SOFR plus a spread of 3.25%.

Note 11: Incentive fee

The Fund pays the investment manager an incentive fee for

each calculation period (a period of three months ending

on 31 March, 30 June, 30 September and 31 December in

each year or as otherwise determined by the Directors) (the

Calculation Period) equal to 25% of the increase in the NAV

of the Fund during the Calculation Period (before deduction

of any dividend paid or the amount of any redemptions

or repurchases of the shares ((or other relevant capital

adjustments)) during such Calculation Period) above the

Reference NAV (as defined below) plus the Hurdle (as

defined below) for the Calculation Period. If the Hurdle is

not met in any Calculation Period (and no incentive fee is

paid), the shortfall will not carry forward to any subsequent

Calculation Period.

The Hurdle for any Calculation Period will equal the

Reference NAV (as defined below) multiplied by the Hurdle

Rate (as defined below). The Hurdle Rate for any Calculation

Period equals Term SOFR as of 5:00 p.m. New York time

on the first day of the applicable Calculation Period on

which Term SOFR is published, plus the Hurdle Spread of

2.747858% per annum, multiplied by the actual number of

days in the Calculation Period, divided by 365.

The ‘‘Reference NAV’’ is the greater of (i) the NAV at the

end of the Calculation Period immediately preceding

the current Calculation Period and (ii) the NAV as of the

end of the Calculation Period immediately preceding

the Calculation Period referred to in clause (i). For the

purpose of determining the Reference NAV at the end of a

Calculation Period, the NAV shall be adjusted by the amount

of accrued dividends and the amounts of any redemptions

or repurchase of the shares (or other relevant capital

adjustments) and incentive fees to be paid with respect to

that Calculation Period.

The incentive fee in respect of each Calculation Period is

calculated by reference to the NAV before deduction of

any accrued incentive fee. If the Investment Management

Agreement is terminated other than at the end of a

Calculation Period, the date of termination will be deemed

to be the end of the Calculation Period. The incentive

fee is normally payable in arrears after the end of the

Calculation Period.

The incentive fee for the year ended 31 December 2025

was $196.7 million (2024: $87.3 million). None (2024: $35.6

million) was outstanding as of 31 December 2025.

Note 12: Share capital

Authorised

The Fund has an authorised share capital of $1.0 million

divided into ten voting shares, having a par value of $0.001

each and 999,999,990 non-voting shares (which are the

shares referred to herein), having a par value of $0.001 each.

Voting shares

All of the Fund’s voting shares are issued at par and are

beneficially owned by the Voting Shareholder, a non-U.S.

affiliate of the investment manager. The voting shares will be

the only shares entitled to vote for the election of Directors

and on all other matters put to a vote of shareholders,

subject to the limited rights of the shares described below.

The voting shares are not entitled to receive dividends.

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83 Tetragon Financial Group

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Annual Report 202583

Note 12: Share capital (continued)

NOTES TO THE FINANCIAL STATEMENTS

Voting shares Non-voting Treasury Shares held in shares\*sharesescrowNo. No. M No. M No. MShares in issue at 1 January 2024 10.0 81.2 47.7 10.8Stock dividends  - 1.3 (1.7) 0.4Issued through release of tranche of escrow shares  - 3.6 - (3.6)Transferred to escrow  - - (7.7) 7.7Shares purchased during the year  - (4.1) 4.1 -Shares in issue at 31 December 2024 10.0 82.0 42.4 15.3Stock dividends - 0.8 (1.2) 0.4Issued through release of tranche of escrow shares - 1.1 (1.1)Shares purchased during the year - (0.2) 0.2 -Shares in issue at 31 December 2025 10.0 83.7 41.4 14.6

\*Non-voting shares do not include the treasury shares, or the shares held in escrow.

Non-voting shares

The shares carry a right to any dividends or other

distributions declared by the Fund. The shares are not

entitled to vote on any matter other than limited voting

rights in respect of variation of their own class rights.

Dividend rights

Dividends may be paid to the holders of shares at the sole

and absolute discretion of the Directors. The voting shares

carry no rights to dividends.

Optional stock dividend

The Fund has an Optional Stock Dividend Plan which offers

investors an opportunity to elect to receive any declared

dividend in the form of dividend shares at a reference price

determined by calculating the five-day weighted average

price post ex-dividend date.

During the year, a total dividend of $36.4 million (2024: $35.7

million) was declared, of which $23.7 million was paid out

as a cash dividend (2024: $21.7 million), and the remaining

$12.7 million (2024: $14.0 million) was reinvested under the

Optional Stock Dividend Plan.

Treasury shares and share repurchases

Treasury shares consist of non-voting shares that have been

bought-back by the Fund from its investors through various

tender offers and plans. Whilst they are held by the Fund,

the shares are neither eligible to receive dividends nor are

they included in the shares outstanding in the Consolidated

Statement of Financial Position.

During 2024, under the terms of “modified Dutch auction”,

the Fund accepted for purchase approximately 2.4 million

non-voting shares at an aggregate cost of $25.1 million,

including applicable fees and expenses of $0.1 million.

The Fund made the following purchases of its own shares from related parties using the then-current share price:

Date Purchased from No. of shares Cost ($M) Then-current  share priceJanuary2024 Tetragon Partners LP 464,581 4.6 $9.88July2024 Tetragon Partners LP 1,245,422 12.9 $10.30January2025 Tetragon Partners LP 32,302 0.4 $13.30May2025 Tetragon Partners LP 118,925 1.2 $10.30

Escrow shares

Equity-based awards

Periodically, Tetragon Partners has awarded Tetragon’s non-

voting shares to certain of its senior employees (excluding

the principals of the investment manager) under an equity-

based long-term incentive plan and other equity-based

award plans. Such awards are typically spread over multiple

vesting periods and are subject to forfeiture provisions.

The arrangements may also include additional periods,

beyond the vesting dates, during which employees gain

exposure to the performance of the Fund’s shares, but the

shares are not issued to the employees. Such periods may

range from one to five years beyond the vesting dates. The

shares underlying these equity-based incentive programmes

may be held in escrow until they vest and will be eligible to

receive shares under the Optional Stock Dividend Plan.

Under IFRS 2, Tetragon Partners is considered to be the

settling entity. As the Fund has contributed these shares, the

Fund recorded the imputed value of the shares contributed

to escrow as credit to share-based compensation reserve in

the year in which the shares were acquired for this purpose,

with a corresponding debit to the cost of investment in

Tetragon Partners.

As part of the acquisition of Tetragon Partners by Tetragon

in 2012, Reade Griffith and Paddy Dear were granted

Tetragon non-voting shares which vested between 2015

and 2017.

For Mr. Griffith, this arrangement was replaced by an

employment agreement entered into in July 2019, which

covered his services to Tetragon Partners for the period

through 30 June 2024. Under the terms of this agreement

Mr. Griffith received the following:

•  $9.5 million in cash in July 2019;

•  $3.75 million in cash in July 2020;

•  0.3 million Tetragon non-voting shares in July 2021;

•  2.1 million Tetragon non-voting shares in July 2024; and

•   between zero and an additional 3.15 million Tetragon

non-voting shares – with the number of shares based on

agreed-upon investment performance criteria – vesting

in years 5, 6 and 7. During 2025, 831,447 shares (2024:

nil) were transferred to Mr. Griffith in relation to this

award.

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84 Tetragon Financial Group

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Note 12: Share capital (continued)

NOTES TO THE FINANCIAL STATEMENTS

In July 2024, Tetragon Partners entered into an employment

agreement with each of Mr. Griffith and Mr. Dear that

covers their respective services to Tetragon Partners for

the period through 30 June 2029. In Mr. Griffith’s case,

Tetragon Partners entered into this agreement to replace

the arrangement described immediately above. In Mr. Dear’s

case, Tetragon Partners entered into this agreement due

to a desire to increase Mr. Dear’s level of involvement with

Tetragon Partners. Mr. Griffith is a Founder and Principal of

Tetragon Partners and is its Chief Investment Officer as well

as the Chief Investment Officer of Westbourne River Partners

(in addition to other roles). Mr. Dear is a Founder and Principal

of Tetragon Partners (in addition to other roles).

Under the terms of this agreement, Mr. Griffith will receive

the following:

•   $10.0 million in cash per annum for 5 years to

30 June 2029;

•   625,000 Phantom Share Units (PSUs) vesting annually

and rateably over the term of the agreement, with the

value of each PSU indexed to the average Tetragon

share price on Euronext Amsterdam during the five

business days preceding the vesting date, plus dividend

equivalents, which such vested PSUs will be settled in

cash; and

•   between zero and an additional 2.5 million Tetragon

non-voting shares – with the number of shares based on

agreed-upon investment performance criteria – vesting

in years 5, 6 and 7.

Under the terms of this agreement, Mr. Dear will receive the

following:

•   US$2.0 million in cash per annum for 5 years to

30 June 2029;

•   150,000 PSUs vesting annually and rateably over

the term of the agreement, with the value of each

PSU indexed to the average Tetragon share price on

Euronext Amsterdam during the five business days

preceding the vesting date, plus dividend equivalents,

which such vested PSUs will be settled in cash; and

•   between zero and an additional 0.5 million Tetragon

non-voting shares – with the number of shares based on

agreed-upon investment performance criteria – vesting

in years 5, 6 and 7.

All Tetragon non-voting shares, as well as certain cash

payments, covered by the employment agreements are

subject to forfeiture conditions. Tetragon has contributed

the shares in relation to the above awards to the escrow

account. The shares will be held in escrow for release

upon vesting and are eligible to participate in the optional

stock dividend programme, and as a result of subsequent

dividends, further shares will be added to the escrow.

As the Fund has the obligation to settle the shares, this

award is treated as equity-settled. The fair value of the share

award is determined using the share price at grant date. The

total expense is determined by multiplying the share price

at grant date and the estimated number of shares that will

vest. The expense is recognised in Consolidated Statement

of Comprehensive Income on a straight-line basis over the

vesting period. A corresponding entry is made to the share-

based compensation reserve.

Tetragon has awarded the following shares to the

Independent Directors:

The expense is recognised on a straight-line basis in

Consolidated Statement of Comprehensive Income over the

vesting period of the awards. A corresponding entry is made

to the share-based compensation reserve.

Directors’ shares

Date of award Vesting date Shares awarded Share price  Total value of  at grant datethe award per Independent DirectorJan 2020 31 Dec 2023  24,490  $12.25  $300,000 Nov 2022 31 Dec 2023  2,575  $9.71  $25,000 Nov 2022 31 Dec 2024  2,575  $9.71  $25,000 Nov 2022 31 Dec 2025  2,574  $9.71  $25,000 Jan 2024 31 Dec 2024  5,061  $9.88  $50,000 Jan 2024 31 Dec 2025  5,061  $9.88  $50,000

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85 Tetragon Financial Group

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Annual Report 202585

Note 12: Share capital (continued)

NOTES TO THE FINANCIAL STATEMENTS

As of 31 December 2025, 14.6 million (2024: 15.3 million)

shares related to Tetragon Partners’ employee reward

schemes are held in escrow. During the year, 1.1 million

shares (2024: 3.6 million) were released from escrow

including stock dividends awarded on the original shares.

$9.6 million (2024: $32.8 million) was transferred from share-

based compensation reserve to other equity in relation to

the original shares. An amount of $2.6 million (2024: $8.9

million) was released against retained earnings, based on

the stock reference price at each applicable dividend date.

Escrow shares are eligible for stock dividends and during

the year, 0.4 million (2024: 0.4 million) shares were allocated

to this account as dividends.

Share-based compensation reserve

The balance, $103.2 million (2024: $97.9 million) in share-

based compensation reserve, is related to Equity-based

awards as described above.

Capital management

The Fund’s capital is represented by the ordinary share

capital, other equity, and accumulated retained earnings,

as disclosed in the Consolidated Statement of Financial

Position. The Fund’s capital is managed in accordance

with its investment objective. The Fund is not subject to

externally imposed capital requirements and has no legal

restrictions on the issue, repurchase or resale of its shares.

\*As of 31 December 2025, 2.3 million (2024: 1.575 million) of the

maximum 3.15 million shares are expected to vest according to the

agreed-upon investment performance criteria. The future expense may

be different from the expense presented in the table above based on the

actual results.

\*\*As of 31 December 2025, it is estimated that 2.1 million (2024: 2.1

million) of the maximum 3.0 million shares will vest according to the

agreed-upon investment performance criteria at the end of year 5 with

no shares vesting in years 6 and 7. This estimate will be revised at each

reporting date and as a result, future expense may be different from the

expense presented in the table above.

Shares  Vesting date Share price at 2019 to 2024 2025 2026 2027 2028 2029estimated to grant date2023vest (M) $M $M $M $M $M $M $M0.3 30 Jun 2021 $12.50 3.7 - - - - - -2.1 30 Jun 2024 $12.50 23.6 2.6 - - - - -2.3\* Up to 30 Jun 2026 $12.50 17.7 0.4 10.1 - - - -2.1\*\* Up to 30 Jun 2031 $10.30 - 2.2 4.3 4.3 4.3 4.3 2.20.1 Up to 31 Dec 2025 $9.71—$12.25 1.0 0.3 0.1 - - - -46.0 5.5 14.5 4.3 4.3 4.3 2.2

Note 13: Dividends

31 Dec 2025 31 Dec 2024 $M$MQuarter ended 31 December 2023 of $0.1100 per share  - 9.0Quarter ended 31 March 2024 of $0.1100 per share  - 8.8Quarter ended 30 June 2024 of $0.1100 per share  - 8.9Quarter ended 30 September 2024 of $0.1100 per share  - 9.0Quarter ended 31 December 2024 of $0.1100 per share 9.0  -Quarter ended 31 March 2025 of $0.1100 per share 9.1  -Quarter ended 30 June 2025 of $0.1100 per share  9.1  -Quarter ended 30 September 2025 of $0.1100 per share 9.2  -Total 36.4 35.7

The fourth quarter dividend of $0.1200 per share was approved by the Directors on 5 March 2026 and has not been included as a liability in these

Financial Statements.

Note 14: Contingencies and commitments

The Fund has the following unfunded commitments:

31 Dec 2025 31 Dec 2024 $M$MPrivate equity funds 35.0 30.3Contingency Capital funds 19.3 28.5BGO investment vehicles 20.7 20.7Tetragon Credit Partners funds 15.0 1.3Hawke’s Point funds 9.9 -Total 99.9 80.8

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86 Tetragon Financial Group

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Annual Report 202586

NOTES TO THE FINANCIAL STATEMENTS

Note 15: Related-party transactions

Investment manager

The investment manager is entitled to receive management

fee equal to 1.5% per annum of the NAV of the Fund payable

monthly in advance prior to the deduction of any accrued

incentive fee. An incentive fee may be paid to the investment

manager as disclosed in Note 11.

Voting Shareholder

The Voting Shareholder is an affiliate of the investment

manager and holds all of the voting shares. As a result of its

ownership and the degree of control that it exercises, the

Voting Shareholder will be able to control the appointment

and removal of the Fund’s Directors (subject to applicable

law). Affiliates of the Voting Shareholder also control the

investment manager and, accordingly, control the Fund’s

business and affairs.

Directors

The remuneration for Directors shall be determined by

resolution of the Voting Shareholder. Each of the Directors’

annual fee for the year ended 31 December 2025 was

$150,000 (2024: $150,000) as compensation for service as

Directors of the Fund.

The Directors have the option to elect to receive shares in

the Fund instead of the quarterly fee. The Directors did not

opt to receive shares in lieu of their annual fee during 2025. In

addition to the annual fee, the Fund has awarded its shares to

the Independent Directors as described in Note 12.

The total compensation expense (annual fee and share-based

compensation) for Independent Directors for the year ended

31 December 2025 was $0.6 million (2024: $0.7 million).

Reade Griffith and Paddy Dear have waived their entitlement

to a fee in respect of their services as Directors. The

Directors are entitled to be repaid by the Fund all travel,

hotel and other expenses reasonably incurred by them

in the discharge of their duties. None of the Directors

have a contract with the Fund providing for benefits upon

termination of employment.

The shares held by the Directors of the Fund are as follows:

31 Dec 2025 31 Dec 2024$M $MReade Griffith 19,804,752 18,519,530Paddy Dear 6,119,244 5,952,492David O’Leary 81,996 72,500Steven Hart 50,958 41,462Deron Haley 50,958 41,462

Mr. Griffith and Mr. Dear have employment agreements with

Tetragon Partners as described in Note 12.

Subsidiaries

The Fund has entered into share-based employee reward

schemes with its subsidiary, Tetragon Partners LP. See Note

12 for details.

Tetragon Partners UK LLP and Tetragon Partners US LP

(together the Service Providers) provide operational,

financial control, trading, marketing and investor relations,

legal, compliance, administrative, payroll and employee

benefits and other services to the investment manager

in exchange for fees payable by the investment manager

to the Service Providers. One of these entities, Tetragon

Partners UK LLP, which is authorised and regulated by the

United Kingdom Financial Conduct Authority, also provides

services to the investment manager relating to the dealing

in and management of investments, arranging of deals and

advising on investments.

Tetragon Partners, through the Service Providers, has

implemented a cost-allocation methodology with the

objective of allocating service-related costs, including to the

investment manager. Tetragon Partners then charges fees

for the services allocated on a cost-recovery basis that is

designed to achieve full recovery of the allocated costs. In

the year, the amount recharged to the investment manager

was $25.9 million (2024: $19.6 million). As at 31 December

2025, the outstanding balance due from the investment

manager was $3.0 million (2024: $0.1 million). During the

year ended 31 December 2025, the Fund purchased its own

shares from Tetragon Partners LP. See Note 12 for details.

Reade Griffith and Paddy Dear continue to hold membership

interests in Tetragon Partners UK LLP (the U.K. investment

manager) which collectively entitle them to exercise all of

the voting rights in respect of the U.K. investment manager.

As part of the acquisition of Tetragon Partners in 2012,

Mr. Griffith and Mr. Dear have agreed that they will (i) exercise

their voting rights in a manner that is consistent with the

best interests of the Fund and (ii) upon the request of the

Fund, for nominal consideration, sell, transfer, and deliver

their membership interests in Tetragon Partners UK LLP to

the Fund.

Reade Griffith and Paddy Dear also hold membership

interests in Pace Cayman Holdco Limited or Pace Holdco,

an entity through which the Fund ultimately owns its equity

stake in Equitix. These membership interests collectively

entitle them to exercise all of the voting rights in respect

of Pace Holdco. Mr. Griffith and Mr. Dear have agreed that

they will (i) exercise their voting rights in a manner that is

consistent with the best interests of the Fund and (ii) upon

the request of the Fund, for nominal consideration, sell,

transfer, and deliver their membership interests in the Pace

Holdco to the Fund.

Investments in internally managed funds

The Fund holds various investments in funds managed

within Tetragon Partners business. Please see Note 5 for

details of these investments and Note 14 for the unfunded

commitments related to these funds.

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87 Tetragon Financial Group

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Annual Report 202587

NOTES TO THE FINANCIAL STATEMENTS

Year ended Year endedThe calculation of the basic and diluted earnings per share is based  31 Dec 2025 31 Dec 2024on the following data:$M $MEarnings for the purposes of basic earnings per share being net 729.6 352.2profit attributable to shareholders for the yearMillions of  Millions of  sharessharesWeighted average number of shares for the purposes of basic 87.3 85.3earnings per shareEffect of dilutive potential shares:Share-based employee compensation – equity-based awards 8.8 4.1Weighted average number of shares for the purposes of diluted 96.1 89.4earnings per shareEarnings per share $ $Basic 8.36 4.13Diluted 7.59 3.94

Note 16: Earnings per share

Diluted earnings per share is calculated by adjusting the

weighted average number of shares outstanding, assuming

conversion of all dilutive potential shares. Share-based

employee compensation shares are dilutive potential shares.

In respect of share-based employee compensation – equity-

based awards, it is assumed that all of the time-based

shares currently held in escrow will be released, thereby

increasing the weighted average number of shares. The

number of dilutive performance-based shares is based on

the number of shares that would be issuable if the end of the

period were the end of the performance period.

Note 17: Segment information

IFRS 8 Operating Segments requires a “management

approach”, under which segment information is presented on

the same basis as that used for internal reporting purposes.

For management purposes, the Fund is organised into

one main operating segment – its investment portfolio –

which invests, either directly or via fund vehicles, in a range

of alternative asset classes including equity securities,

debt instruments, real estate, infrastructure, loans and

related derivatives. The Fund’s investment activities are all

determined by the investment manager in accordance with

the Fund’s investment objective.

All of the Fund’s activities are interrelated, and each activity

is dependent on the others. Accordingly, all significant

operating decisions are based upon analysis of the Fund

as one segment. The financial results from this segment

are equivalent to the Financial Statements of the Fund as a

whole. The shares in issue are in US Dollars.

Region 31Dec2025 31Dec2024Europe 46% 49%North America 43% 42%Asia-Pacific 10% 8%Latin America 1% 1%

Note 18: Subsequent events

In February 2026, Tetragon Partners agreed with Sun Life

Financial to relinquish certain ongoing rights it held in BGO

in return for a payment of $155.0 million. These proceeds

are separate and additional to the proceeds receivable

in connection with the call exercise. Tetragon retains its

ownership of carried interest in all existing GreenOak

and BGO real estate funds and well as its LP interests in a

number of these funds

The Directors have evaluated the period up to 5 March

2026, which is the date that the Financial Statements were

approved. The Directors have concluded that there are no

other material events that require disclosure or adjustment

to the Financial Statement.

Note 19: Approval of Financial Statements

The Directors approved and authorised for issue the

Financial Statements on 5 March 2026.

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