Annual Report and
Financial Statements
Baillie Gifford
US Growth
Trust plc
31 May 2026
Notes
None of the views expressed in this document
should be construed as advice to buy or sell a
particular investment.
Investment trusts are UK public listed companies
and as such comply with the requirements of the
Financial Conduct Authority. They are not authorised
or regulated by the Financial Conduct Authority.
Baillie Gifford US Growth Trust plc (the ‘Company’)
currently conducts its affairs, and intends to continue
to conduct its affairs, so that the Company’s
ordinary shares can qualify to be considered as
a mainstream investment product and can be
recommended by Independent Financial Advisers
to ordinary retail investors in accordance with the
rules of the Financial Conduct Authority in relation
tonon‑mainstream investment products.
This document is important and requires your
immediate attention.
Investor disclosure document
The UK Alternative Investment Fund Managers
Regulations require certain information to be
made available to investors prior to their making an
investment in the Company. The Company’s Investor
Disclosure Document is available for viewing at
bgusgrowthtrust.com.
If you are in any doubt as to the action you should
take you should consult your stockbroker, bank
manager, solicitor, accountant or other Independent
Financial Adviser authorised under the Financial
Services and Markets Act 2000 if you are in the
United Kingdom or, if not, from another appropriately
authorised financial adviser.
If you have sold or otherwise transferred all of your
ordinary shares in Baillie Gifford US Growth Trust
plc, please forward this document, together with any
accompanying documents, but not your personalised
Form of Proxy, as soon as possible to the purchaser or
transferee, or to the stockbroker, bank or other agent
through whom the sale or transfer was or is being
effected for delivery to the purchaser or transferee.
01
Baillie Gifford US Growth Trust plc
Contents
Introduction
Financial highlights 02
Purpose and investment principles 04
Strategic report
Chair's statement 07
Managers' review 11
Baillie Gifford's stewardship principles 20
Baillie Gifford proxy voting 21
Baillie Gifford environmental, social and governance engagement 22
One year summary 26
Five year summary 28
Summary of results since inception 30
Review of investments 32
Portfolio executive summary 37
Baillie Gifford – valuing private companies 40
Private companies summary 41
List of investments 47
Business review 51
Governance report
Directors and management 66
Directors’ report 69
Corporate governance report 73
Audit Committee report 82
Directors’ remuneration report 85
Statement of Directors’ responsibilities 89
Financial report
Independent Auditor’s report 92
Income statement 99
Balance sheet 100
Statement of changes in equity 101
Cash flow statement 102
Notes to the Financial Statements 103
Shareholder information
Further shareholder information 123
Third party data provider disclaimer 125
Sustainable Finance Disclosure Regulation 126
Communicating with shareholders 127
Glossary of terms and alternative performance measures 129
Company information 133
Introduction
Annual Report and Financial Statements 2026
02
Financial highlights
Year to 31May 2026
* Alternative performance measure – see Glossary of terms and alternative performance measures on pages 129 to 132.
†
The comparative index is the S&P 500 Index total return (in sterling terms).
#
Net asset value per share (‘NAV’) with borrowings at fair value. At 31May 2026 the NAV with borrowings at fair value was the same as the NAV with
borrowings at book value. For a definition of terms see Glossary of terms and alternative performance measures on pages 129 to 132.
Source: LSEG/Baillie Gifford and relevant underlying index providers. See disclaimer on page 125.
Past performance is not a guide to future performance.
Share price
44.5%
NAV
#
31.0%
Comparative index
†
29.8%
Share price, NAV and comparative index total return*
(figures rebased to 100 at 31May 2025)
Premium/(discount) to net asset value*
(figures plotted at month end dates)
Total returns
*
NAV
#
Share price Comparative index
†
2025
2026
90
100
110
120
130
140
150
MAMFJDNOSAJJM
Premium/(discount) to net asset value
2025
2026
(12%)
(10%)
(8%)
(6%)
(4%)
0%
(2%)
2%
MAMFJDNOSAJJM
Baillie Gifford US Growth:
The American Dream made real
Baillie Gifford US Growth Trust plc
03
Introduction
Annual Report and Financial Statements 2026
04
Purpose and
investment principles
Baillie Gifford US Growth
Trust aims to deliver
above average long‑term
returns for shareholders
by keeping fees and costs
low and harnessing the
long‑term growth potential
of companies.
Our purpose
Baillie Gifford US Growth Trust aims to find, own
and support the most exceptional public and private
growth companies in America.
We believe that our investment approach of
long termism, embracing asymmetry and broad
perspective gives us an advantage in uncovering
exceptional growth companies. Our opportunity set
is wide given the Company’s structure means we can
invest in exceptional growth companies regardless of
their listed status.
Exceptional growth companies address huge market
opportunities at an early stage, possess a sustainable
competitive edge and enjoy powerful and effective
cultures that enable them to realise their long‑term
potential. We believe such companies contribute to
productive innovation in society and, over the full
course of time, these companies will develop deep
competitive moats and generate abnormal profits
and unusually high shareholder returns.
We endeavour to generate returns for our shareholders
by helping in the creation and improvement of such
useful enterprises. If we are successful in identifying
these companies, we believe that we can multiply our
shareholders’ wealth over the long term.
Baillie Gifford US Growth Trust plc
05
Our investment principles
Managing shareholders’ money is a huge privilege
and not one we take lightly. It is a relationship, not a
transaction. Relationships can only be built on a
foundation of trust and understanding. With this in
mind, we seek to lay out the fundamental principles
by which we will manage your money and the
framework for how we make decisions so that you,
our shareholders, can decide whether it aligns with
your investment philosophy.
• We believe the fundamental measure of our
success will be the value we create for our
shareholders over the long term. It is only
over periods of five years or more that the
characteristics we look for in businesses
become apparent. Our turnover has been low,
consistent with our time horizon. We ask that
our shareholders measure our performance over
similar periods.
• Short‑term volatility is an inevitable feature of
the market, and we will not manage the portfolio
to reduce volatility at the expense of long‑term
gain. Many managers are risk‑averse and fear
loss more than they value gain. Therefore, they
accept smaller, more predictable risks rather
than the larger and less predictable ones.
We believe that this is harmful to long‑term
returns, and we will not shy away from making
investments that are perceived to be risky if we
believe that the potential payoffs are worthwhile.
This means that our performance may be lumpy
over the short term.
• We believe, and academic work has shown, that
long‑term equity returns are dominated by a
small handful of exceptional growth companies
that deliver outsized returns. Most stocks do
not matter for long‑term equity returns, and
investors will be poorly served by owning them.
In our search for exceptional growth companies,
we will make mistakes. But the asymmetry
inherent in equity markets, where we can make
far more in a company if we are right than lose
if we are wrong, tells us that the costliest of
mistakes is excessive risk aversion.
• We do not believe that the index is the right
starting point for portfolio construction. The index
allocates capital based on size. We believe that
capital should be allocated based on marginal
return and the ability to grow at those rates
of return. Big companies are not immune to
disruption. We do not manage the portfolio to
an active share target, but we expect the active
share of the Company to be high.
• We are largely indifferent to a company’s
private or public status. We will conduct diligent
analysis and allocate capital to where the highest
risk‑adjusted returns are likely to be.
• We believe our duty is to maximise the long‑term
wealth of our shareholders, and that placing
emphasis on short‑term performance serves our
shareholders poorly.
• We will endeavour to operate in the most
efficient, honest and economical way possible.
That means keeping our ongoing costs
including management fees low. We recognise
that even modest amounts, when allowed to
compound over long periods of time, add up to
staggering sums, and we do not wish to dilute the
compounding of returns with the compounding
of costs.
With this foundation, we aim to build Baillie Gifford
US Growth Trust into a world‑class savings vehicle.
We are grateful that you have joined us on this
journey, and we look forward to a long and hopefully
prosperous relationship with you.
The Strategic report, which
includes pages 7 to 64 and
incorporates the Chair’s statement,
has been prepared in accordance
with the Companies Act 2006.
Strategic
report
07
Baillie Gifford US Growth Trust plc
Chair’s
statement
Tom Burnet
Chair
Appointed
Director and Chair
5March 2018
I am pleased to report on the Company’s performance
for the financial year ended 31 May 2026.
During the year, the Company’s share price and net
asset value (NAV) total returns, calculated by deducting
borrowings at fair value, were 44.5% and 31.0%
respectively. This compares favourably with a total
return of 29.8% for the S&P 500 Index (in sterling
terms). Much of the value enhancement this year
was driven by our long‑term, high‑conviction, private
holdings including four of the top five contributors:
SpaceX, Anthropic, Stripe and Databricks. Thus
demonstrating the value of our public and private,
highconviction, long term approach.
Since launch on 23 March 2018, the Company’s
share price and NAV total returns, calculated by
deducting borrowings at fair value, have been
244.3% and 253.6% respectively compared with
a total return of 250.7% for the S&P 500 Index (in
sterling terms).
Further information on the Company’s portfolio
performance is provided by our portfolio managers,
Gary Robinson and Kirsty Gibson, in their
Managers’Review.
Share issuance and buybacks
The Company’s shares moved from a discount of
9.4% at the start of the financial year to a discount
of 0.1% at 31 May 2026 as your Board continued to
pursue initiatives to address the discount. The Board
continues to regard the management of the discount
as an important responsibility and regularly reviews
the operation of the Company’s liquidity policy. The
Board believes that a liquid and well‑functioning
secondary market is important for all shareholders.
Buybacks are not intended to target a specific
discount level but rather to mitigate excessive
discount volatility.
Source: LSEG and relevant underlying index providers. See disclaimer on page 125.
For a definition of terms see Glossary of terms and alternative performance measures on pages 129 to 132.
Past performance is not a guide to future performance.
Strategic report
Annual Report and Financial Statements 2026
08
During the year the Company bought back 4.5million
shares at a total cost of approximately £11.9million.
These purchases were made at a discount to
net asset value and were accretive to ongoing
shareholders. The Board believes that retaining
flexibility in the use of buybacks remains appropriate
while continuing to carefully monitor both shareholder
feedback and prevailing market conditions.
As at 31 May 2026, the Company had authority,
granted at the 2025 Annual General Meeting, to buy
back 40,949,570 shares. This authority will expire
at the forthcoming Annual General Meeting and the
Board will seek shareholder approval to renew it. At the
time of writing, the Company does not have authority
to issue shares on a non‑pre‑emptive basis, as the
relevant resolution was not approved at the 2025
Annual General Meeting, with the substantial majority
of votes cast against the resolution attributable to a
single shareholder. The Board believes that having the
authority to issue shares is an important component of
a well‑functioning capital management framework and
remains in the best interest of shareholders. Issuing
shares at a premium to net asset value creates value
for existing shareholders, increases the Company’s
scale and liquidity and enables new investors to
access the Company’s strategy without driving the
share price to an excessive premium. Importantly, the
authority provides flexibility rather than an obligation
to issue shares. The Board would only utilise it when
satisfied that doing so was in the interests of existing
shareholders. Accordingly, the Board will be seeking
shareholder approval at the forthcoming Annual
General Meeting to obtain authority to issue shares on
a non pre‑emptive basis.
Gearing
The Company continues to make prudent use of
gearing in support of its long‑term investment objective.
The Company’s two US$25 million revolving credit
facilities remained available throughout the year and
were fully drawn at 31 May 2026. These facilities
provide flexibility to support investment in attractive
opportunities as they arise. Net gearing at the year
end was 3% (2025 – 4%).
Subsequent to the year end on 30July 2026, the
Company’s existing revolving credit facilities were
refinanced with a new unsecured US$50million
three‑year revolving credit facility provided by Royal
Bank of Scotland International Limited. The Board
continues to regard modest gearing as an important
tool in support of the Company’s investment
strategy, providing the Managers with additional
flexibility to invest in high‑conviction opportunities.
In agreeing the new facility, the Board gave careful
consideration to its cost, maturity profile and
covenant terms.
Earnings and dividend
The Company’s investment strategy remains the
delivery of long‑term capital growth by identifying
exceptional American growth businesses and owning
them for long enough that the advantages of their
business models and cultural strengths become the
dominant drivers of their valuations. Accordingly, the
Company has no dividend target and does not seek to
provide shareholders with a particular level of income.
The net revenue return per share for the year was
a negative 2.58p (2025 – negative 2.54p). As the
revenue account remains in deficit, the Board has
determined that no final dividend will be paid. Should
underlying income increase in future years, the
Board will seek to distribute the minimum amount
required to maintain investment trust status.
Private company investments
At the year end, private company investments
represented 45.0% of total assets and were
invested across 27 companies (2025 – 34.9%
invested in 27companies). Subsequent to the year
end, on 12 June 2026 the investment in SpaceX
listed on the Nasdaq. At 14 September 2026 private
companies comprised 28.9% of the Company’s
totalassets.
The Board continues to believe that access to
exceptional private growth businesses remains
an important differentiator for the Company and
a significant source of long‑term opportunity for
shareholders who would otherwise find it difficult to
access these opportunities. The Managers remain
disciplined in identifying new opportunities while
maintaining a high conviction approach to existing
holdings. However, as explained in more detail in
the Managers’ Review, the period since the IPO and
the volatility of the Company’s portfolio during and
after COVID in particular, have taught our portfolio
managers’ some lessons in portfolio construction,
and they have been applying them and will continue
to do so.
09
Baillie Gifford US Growth Trust plc
The valuation process for private company
investments continues to operate on a rolling
cycle overseen by Baillie Gifford’s independent
valuations group, with advice from an external third
party. TheBoard reviews and challenges valuations
regularly and receives detailed reporting throughout
the year. These valuations are also subject to
scrutiny as part of the annual external audit process.
Environmental, Social and Governance (ESG) matters
The Managers believe that sustainability is an
integral component of long‑term investing.
Theirapproach to stewardship and active
engagement is outlined in more detail elsewhere
in this report. The Company’s portfolio continues
to be invested predominantly in entrepreneurial,
innovative and technology‑enabled businesses,
many of which are seeking to address significant
long‑term challenges and opportunities.
Board composition
As noted in the Interim Results, the Board was
pleased to appoint Liz Flockhart, during the period.
Liz was appointed following a comprehensive
recruitment process, using an independent search
firm, to ensure that the skills, experience and
perspectives added would continue to support the
Company’s long‑term strategic objectives. While
the search initially focused on candidates from
non‑white ethnically diverse backgrounds, the Board
concluded that Liz’s relevant experience and broader
skills made her the strongest candidate.
The appointment of Liz was part of a succession
plan that takes into account that three of the
current Directors have been on the Board since
the Company’s IPO in March 2018. In light of this
Graham Paterson will retire from the Board at the
Annual General Meeting.
It has been a pleasure to work with Graham and the
Board and I would like to thank him for his significant
contribution to the Company since launch. His
experience has been invaluable in shaping the
Company’s strategy and governance and overseeing
its private company investment valuations and we
wish him well for the future.
Although Sue Inglis and I were due to retire following
our eighth anniversary as Directors, the Board
concluded, following consultation with shareholders,
that retaining our experience and continuity was
preferable given the continued uncertainty caused
by Saba.
Looking further ahead, Sue Inglis and I intend to step
down from the Board following our ninth anniversary
as Directors. While no immediate changes to the
Board’s composition are proposed, the Board
believes that effective governance requires
thoughtful and orderly succession planning to
ensure continuity while refreshing the Board’s skills
and experience over time. Accordingly, following
the 2026 Annual General Meeting, the Board will
commence a formal succession planning process
for our future retirements, including my succession
asChair.
The Board remains committed to maintaining an
appropriate balance of independence, diversity
and relevant expertise. As part of the succession
planning process, the Board will review its
composition to ensure it continues to meet the
Company’s evolving needs and reflects best
practice in corporate governance. This will include
consideration of the Board’s compliance with
the UK Listing Rules relating to ethnic diversity,
alongside other aspects of diversity, recognising the
benefits that a broad range of backgrounds, skills
and perspectives bring to Board discussions and
decision‑making. The Board’s objective is that at
least one of the appointees to succeed Sue and me
will have a non‑white ethnically diverse background.
As always, appointments will be made on merit,
with the objective of identifying the candidates
best placed to contribute to the Company’s long‑
term success. We believe this approach will ensure
the Board remains well positioned to oversee the
Company in the interests of shareholders over the
years ahead.
Shareholder engagement
During the period, the Board continued to engage
regularly with the Company’s institutional, wealth
manager and retail shareholders through a range of
channels, including meetings and questionnaires.
The Board is grateful to all shareholders who took
the time to engage and provide their views.
Feedback from institutional and wealth manager
shareholders and the retail investor survey was
broadly supportive and included:
• ongoing conviction in the strategy of active
investing in the best companies in America,
public or private;
Strategic report
Annual Report and Financial Statements 2026
10
• a desire for the Company to continue to invest in
private companies;
• the action on discount management is supported
but shareholders appreciate the challenges
of balancing private company exposure with
liquidity for buybacks; and
• satisfaction with the increased level of valuation
disclosure in relation to private company
investments.
The Board recognises, however, that these views
are not shared by all shareholders. In particular,
Saba Capital Management LP, which represents
a significant proportion of the Company’s share
register, has expressed views that differ from those
reflected in the broader shareholder feedback
above. The Board has continued to engage
constructively with Saba during the period and
explored a number of potential ways forward. Those
discussions have not resulted in an agreed course
of action and, following consideration of the options
available, the Board is not currently progressing the
alternatives discussed. The Board will continue to
have regard to the views of Saba, alongside those of
the Company’s wider shareholder base, in acting in
the best interests of shareholders as a whole.
Annual General Meeting
It is anticipated that the Company will convene its
Annual General Meeting to be held later in 2026 at
the offices of Stephenson Harwood LLP in London
(1Finsbury Circus, London, EC2M7SH). Aseparate
circular, including the Notice of Annual General
Meeting and voting instructions, will be sent to
Shareholders in due course. All shareholders are
encouraged to attend.
On 21 August 2026, the Company received a
requisition notice from Saba Capital Management LP,
requesting that the appointments of three Directors
are put forward as ordinary resolutions at the 2026
Annual General Meeting. Following the requisition
notice, Saba publicly stated that, should the
nominated Directors be appointed, they would urge
the Company to offer a 100% cash exit. Given the
uncertainty over the outcome of these resolutions
and the potential consequences of any subsequent
cash exit, the Board has concluded that there is a
material uncertainty that may cast significant doubt
upon the Company’s ability to continue as a going
concern in its present form. This does not arise from
concerns regarding the Company’s current financial
position or its ability to meet its existing liabilities
as they fall due. The Board strongly encourages all
shareholders to read the Notice of Annual General
Meeting, which sets out the rationale for the Board’s
voting recommendations, and to vote in line with
thoserecommendations.
Outlook
The year ahead promises significant value catalysts
for the Company’s portfolio, although we continue
to expect periods of uncertainty and market
volatility. Technology is permanently reshaping
entire industries, creating opportunities for the
carefully selected, high conviction companies
in which we are invested across both public
and private markets. Our shareholders’ patient
capital affords them access to the upsides of this
epochal industrial transformation, and the Board
is very optimistic about the prospects for further
meaningful shareholder value creation from
ourstrategy.
Thank you for your continued trust and support.
Tom Burnet
Chair
16 September 2026
11
Baillie Gifford US Growth Trust plc
Managers’
review
Gary Robinson
Portfolio manager
Kirsty Gibson
Portfolio manager
Performance
Performance Summary (as at 31 May 2026)
Total return (%) NAV (fair) Share price
S&P 500
Index*
1 Year 31.0 44.5 29.8
3 Years 85.7 139.0 73.7
5 Years 1 7. 0 12.3 103.8
Since Inception
(23 March 2018)
253.6 244.3 250.7
As at 31 May 2026, the Company’s NAV was ahead
of the S&P 500 Index over one and three years.
Five‑year performance remained weak due to the
beginning of the measurement period falling in the
highly volatile COVID period.
Since inception, the Company’s NAV was just
ahead of the index. This is rare; the S&P 500 has
been a difficult benchmark to beat. The Company’s
annualised NAV total return to 31 May 2026 was
16.7%. Over the same period, the Company ranked in
the 15th percentile of all US equity open‑ended funds,
ETFs and Investment Trusts over this period (423rd
out of 2,997 funds), based on a consistent total return
comparison across the peer group. Against the whole
Investment Trust universe, not just US, the Company
sat in the 6th percentile (13th out of 250 funds).
One of the starkest themes during the year was the
contrast in performance between AI infrastructure
names (including the AI labs) and traditional
software companies. The former performed strongly,
whilst the latter were weak. This was particularly
pronounced from late 2025, following the launch
of Anthropic’s Opus 4.5 model. This model led
to a step‑change in the performance of agentic
coding tools like Claude Code, which caused the
market to become simultaneously more bullish on
AI and concerned about the durability of traditional
software companies. We discuss this in the
‘AIinflection point’ section of this review.
Source: LSEG, Morningstar and relevant underlying index providers. See disclaimer on page 125.
* The comparative index is the S&P 500 Index total return (in sterling terms).
For a definition of terms see Glossary of terms and alternative performance measures on pages 129 to 132.
Past performance is not a guide to future performance.
Strategic report
Annual Report and Financial Statements 2026
12
As well as the difference in performance between
AI infrastructure names and traditional software
companies, we also saw a split between our private
and public holdings. Our private holdings performed
well, whilst our public names lagged the market in
aggregate. This was due to our AI infrastructure
weighting skewing towards the private allocation.
Four of the top five positive contributors to
performance were private, led by SpaceX.
Itsvaluation climbed through the year in the run‑up
to its IPO. It listed on the Nasdaq on 12 June 2026,
just after the end of the reporting period. Anthropic,
the AI lab, was next. We invested in its series F in
August 2025 and added to the series G in February
2026. Since the start of the current calendar year
its revenue run rate has increased from $9 billion
to over $47 billion (more on this later). Stripe,
theonline payment platform, came third. Payment
volumes grew 34% last calendar year across a
business that now sits behind a large swathe of
the digital economy, including 80% of the Nasdaq
100 and all of the top AI companies. Next came
Databricks, whose cloud platform for data analytics
has ridden the wave of enterprise AI adoption.
Theone public name in the top five was NVIDIA. Itis
the foundational layer of the AI build‑out, and it is
still accelerating. Revenues were up 85% year‑on‑
year in its Q1 ended 26April 2026.
The biggest detractor was Duolingo. Two issues
weighed on the language learning app. User growth
slowed on the back of execution missteps. Whilst
disappointing, we are confident management can fix
this. The market is also concerned about AI chatbot
competition. We are less worried. One of the things
that makes Duolingo special is its ability to motivate
users to return to language learning day after day.
This isn’t something a general purpose chatbot can
easily replicate.
Oddity Tech, the online cosmetics company, was also
weak. An algorithm change at one of its advertising
partners sent customer acquisition costs up sharply,
leading the company to cut revenue guidance.
Management is confident that it can handle the
issue and return to growth, but the recovery is taking
longer than expected.
Netflix held up well as a business, but the shares fell
as the multiple compressed following the company’s
failed bid for Warner Bros. Discovery.
Real estate data company CoStar’s shares also
performed poorly. Part of this is lingering doubt
over whether it can generate a reasonable return on
the heavy investment in its home listings business,
Homes.com. But part is a newer fear that its moat
won’t hold up in a world where AI makes software
cheap and easy to build. This fear runs through
a number of our software holdings. DoorDash,
Samsara and Shopify have seen their multiples
compress on the same worry. We think the market is
being indiscriminate, tarring every software company
with one brush. We explain why later.
Transactions
It was a busy year for portfolio activity. We added
to our AI infrastructure allocation through new
purchases of Broadcom, Alphabet, Anthropic
andOpenAI, and additions to NVIDIA.
Broadcom is a leading provider of customised
chips for AI inference. As the market for inference
becomes more established, large AI model providers
are turning to Broadcom to develop chips which
are specialised for these workloads. We expect
demand for compute to remain very strong and
see Broadcom and NVIDIA succeeding alongside
oneanother.
We added Alphabet back to the portfolio. When we
sold five years ago, one of our concerns related to
the company’s culture and its ability to innovate.
The rise of AI has seen the founders re‑engage with
the business and the pace of innovation pick up.
The company’s products generate vast amounts of
data, giving it a structural advantage in consumer
AI. Furthermore, the vertically integrated approach,
which combines AI chips, cloud, models and
applications, gives Alphabet the ability to optimise
across the tech stack and generate cost savings.
We initiated a new holding in Anthropic. It is one
of a small handful of companies whose models
operate at the frontier of AI capabilities. Its products
include: an AI assistant called Claude, which people
use to write and do research; Claude Code, which
helps software developers write and ship code; and
Claude Cowork, an application for knowledge work.
Anthropic is the fastest scaling software company
in history and is now one of the largest holdings in
theportfolio.
13
Baillie Gifford US Growth Trust plc
We took a smaller position in another frontier lab,
OpenAI. It is best known for its chatbot, ChatGPT,
a product which ushered in the current era of
generative AI. OpenAI also sells a very powerful
software development app called Codex which
competes with Claude Code. We believe the
opportunity in AI is vast and that there will be space
for a number of companies to succeed.
Elsewhere in the technology space, we initiated new
holdings in Figma and AppLovin. Figma is a design
software company. We participated in the IPO.
Theshares have been weak since on AI concerns.
We think these concerns are overdone and have
outlined our thoughts in the next section.
AppLovin is a performance advertising company
that enables advertisers to place adverts inside
mobile games. The company has an innovative
culture, led by founder Adam Foroughi, a highly
profitable business model and a shareholder‑friendly
capital allocation policy. We funded this new
purchase through the complete sale of Roku,
another advertising business, in which we had
less conviction. We regularly monitor the thematic
exposures in the portfolio and take these into
account when deciding on sources of funding for
new ideas, especially when we already have high
exposure to a particular theme.
Many software names have been selling off on
AI concerns. In some cases this is warranted, but
for many it’s an over‑reaction. One such latter
case is Axon Enterprise, which makes TASERs,
body‑cameras and software to capture and store
video and other digital evidence. We have long been
admirers of this business but were reluctant to buy
on valuation grounds. We initiated a holding earlier
this year after the shares derated on the back of
AIconcerns. Axon is an infrastructure business that
collects real‑world data from physical devices. It is
entrenched within the US police force and in our
view has a highly defensible business model that is
not easily replicable through AI.
Not all the purchases in the reporting period were
high tech companies. On the back of the extreme
volatility that we delivered during and post COVID,
we have been making a conscious effort to broaden
out the types of growth companies that we own in
the portfolio. We have owned durable compounders
in this portfolio since inception – the air conditioning,
heating and refrigeration equipment distributor
Watsco being a prime example – but they have
comprised a relatively small percentage of the
assets. Over the twelve months to 31 May 2026,
we added new positions in construction materials
company Knife River, medical product distributor
Medline, industrial consolidator RBC Bearings and
biopharmaceutical company United Therapeutics.
Each of these companies meets our definition of an
exceptional growth company. They address large
market opportunities, possess strong competitive
advantages and distinctive cultures and have the
potential to deliver significant share price upside.
However, they are more mature and more profitable
than the average company in the portfolio.
One of the other lessons that we took from COVID
was that we were too slow to act when valuations got
stretched in some cases. We are long‑term investors,
but there are points where prices get extended, and
the right thing to do is move some capital into less
extended names. To this end, we now automatically
revisit the upside for any public holding which
has delivered a 2.5x return since its last review,
regardless of the timeframe. We are not bound to
act on these reviews – large share price moves can
be warranted by changes in fundamentals – but we
often do. Over the last financial year, we trimmed
larger holdings such as Cloudflare, Shopify and
DoorDash (prior to recent share price weakness).
We also reduced SpaceX. The position had grown to
be over 10% of the Company’s total assets. Wetook
a significant amount of capital out of the name
to manage portfolio risk but left it as our largest
holding. At the time we had no knowledge that it
was planning to IPO. When we gained visibility into
this liquidity event, we were more content to run
the holding to a larger size. SpaceX listed on the
Nasdaq on 12 June 2026. At the time of writing,
threelockups have been released and we have taken
the opportunity to trim the position, although the
holding remains large and shareholders should be
aware that it has the potential to add to volatility. The
remaining lockups will expire on a staggered basis,
with the final lockup expected to expire 180 days
post IPO.
Strategic report
Annual Report and Financial Statements 2026
14
There were several complete sales in the year.
Wesold long‑standing advertising holding, The Trade
Desk due to an extended valuation and concerns
over growing competition from Amazon. We exited
several small holdings which had underperformed
and where we lacked the conviction to add: Airbnb,
Sana Biotechnology and Ginkgo Bioworks. We sold
medical device company Penumbra on the back of
Boston Scientific’s bid for the company. Globant,
Inspire Medical Systems and Doximity were sold
because our theses were broken. And Pinterest,
while we continue to admire the company, we had
concerns that the management team were not
moving quickly enough to take advantage of the
opportunities offered by AI.
Turning to the private allocation, we ended the year
under review with 45.0% of the Company’s assets
in 27 private holdings. 16.3% of this was accounted
for by SpaceX, which went public just after the year
end. At the end of the prior financial year, we had
34.9% split across 27 private holdings. We added
two new private companies – Anthropic and OpenAI
– to the portfolio during the year. And then molecular
testing company BillionToOne listed on the public
market and financial software business Brex was
acquired by Capital One, leaving the total number of
private namesunchanged.
One thing we want to flag is a slight shift in
emphasis in our approach to private companies.
Inthe just over eight years since IPO, we have
found that, ingeneral, we have done better when
we have invested in larger and more established
names than those at the earlier end of the spectrum.
Wetherefore continue to favour our capital
allocation in the direction of more established
companies. By established, we mean businesses
which are already generating significant revenues,
not necessarily those which are profitable. Our
biggest winners – SpaceX, Stripe, Anthropic – were
all unprofitable when we first invested and therefore
setting a profitability threshold would not be in
shareholders’interests.
The next section outlines our thoughts on AI. This
is an increasingly important theme for the portfolio.
The Company’s allocation to AI infrastructure has
significantly increased over the last year. There has
also been broad weakness in software names due to
concerns about AI’s potential impact on their market
opportunities and competitive positions.
AI inflection point
In late 2025, AI models crossed a new threshold.
We have been bullish on AI for some time, but
what happened has caused us to revise our
assumptions upward. We now think AI will have a
large impact on the economy much earlier than we
previouslyexpected.
Large language models (LLMs) like those built by
Anthropic and OpenAI are trained on large quantities
of text to predict the next word in a sequence
of words. In doing so, they develop internal
representations of language, logic and knowledge
that turn out to be surprisingly general. This was
the breakthrough that led to ChatGPT. These early
models could write fluently and answer questions,
which made them effective as chatbots. However,
they struggled to hold a plan in mind over many
steps, couldn’t recover from mistakes and were
limited in their ability to use external tools.
Two innovations changed this. The first was
chain‑of‑thought reasoning, which launched with
OpenAI’s o1 model. Rather than blurting out an
answer, reasoning models could tackle problems
step‑by‑step, which made them much better at hard
logic problems like maths and coding. The second
was tool use, which let models act in the digital
world by writing code, searching the web, reading
and writing files and controlling software. Together
these enabled AI systems to work autonomously.
They could take a goal, break it down into sub‑tasks,
write code to solve the task, check the output and
iterate until the job was done. This is what is meant
by ‘agents’ and ‘agentic AI’.
Agents were unreliable until recently. Then
something changed in November last year when
Anthropic released Claude Opus 4.5. This new
model brought together these capabilities at a level
that surprised almost everyone in the field. The
benchmarked performance of Opus 4.5 was good,
but the step change in capabilities went beyond
what was measurable in benchmarks. The model
was outstanding at coding in a way that the standard
benchmarks didn’t capture. Previously if you’d set an
application like Claude Code on a coding task it was
hit‑or‑miss. Now it was far more capable. Themodel
could sustain autonomous coding sessions for
30‑minutes‑plus, navigating complex multi‑file
codebases, debugging its own errors and producing
code good enough to push into production.
Since then, the models have only grown more
capable. The same skills that made them good at
writing code have made them formidable in finding
vulnerabilities in it. Anthropic’s latest model, Mythos,
15
Baillie Gifford US Growth Trust plc
was so good at cybersecurity that the company
initially released it only to a select group of corporate
partners. The consumer version of this model, called
Fable, was released in June with security guardrails
in place, but it was subsequently pulled after the US
government issued an export control directive due to
concerns about the robustness of these guardrails.
Fable is now generally available again. A separate
OpenAI cyber incident also highlighted the risks
of increasingly capable models operating beyond
intended safeguards. Together these incidents
highlight both the growing power of these models
and also the geopolitical risks that this power brings.
The CEO of one of our software companies told us
he had his aha moment in December 2025. It was
near year end and his engineers finally had some
time to experiment. A few of them suddenly became
more productive – “10x engineers became 50‑100x
engineers”. He estimates the company is seeing
50% productivity gains in R&D and 20% in sales.
Most of the traditional benchmarks have done a
poor job of capturing this recent advancement but
there is one that has done a better job than most.
An independent research group called METR has
been tracking AI agent capabilities by measuring the
length of tasks a model can complete autonomously,
benchmarked against how long those tasks take a
skilled human. Three years ago, leading‑edge models
could complete, with a 50% success rate, only tasks
that took skilled humans around four minutes; today,
they can achieve the same success rate on tasks
that take humans roughly twelve hours. The pace is
accelerating, too. From 2019 to 2024 task duration
was doubling every seven months. It then accelerated
to every three months. And the latest points on
the curve indicate a doubling every two months.
Thechartbelow shows the time horizon of software
tasks that different LLMs can complete with a 50%
success rate. From Opus 4.5 onward, we have leapt off
the trendline.
In the old paradigm, a user inputs some text, and
the model generates a response. In this ‘one shot’
system, compute consumption is relatively modest,
running into a few hundred or maybe a few thousand
tokens. Agents work differently. This time the query
is a goal, for example ‘find the bug that’s causing
the page to crash’, and then the model enters a loop.
It reasons about where the bug might be, reads the
code, forms a hypothesis, writes a fix, runs tests and
checks the results. If it fails, it runs the loop again.
Each loop requires a fresh pass through the model.
A task that takes an agent half an hour might loop
dozens of times, consuming hundreds of thousands
of tokens. A single agent session can burn through
more compute than a thousand chatbot queries.
We are already seeing this come through in our
portfolio companies. At a recent conference,
thefounder‑CEO of a large ecommerce software
company told us that some of his engineers are
now spending more on AI tokens than their annual
compensation, and the return on investment on these
tokens exceeds the return on their comp. “The number
of tokens will be infinite. There’s just so much to do.
We’re not producing even a basis point of the tokens
we should”. He wants to eliminate middle management
by year end because his best engineers should be
“managing fleets of agents” rather than people.
We hear the same message again and again. One
software infrastructure CEO told us that fully deploying
coding agents across his engineering team would lift
consumption 25 to 50 times. These companies are at
the leading edge. Where they go, others will follow.
Time horizon of software tasks different LLMs can complete 50% of the time
12 hours
11 hours
10 hours
9 hours
8 hours
7 hours
6 hours
5 hours
4 hours
3 hours
2 hours
1 hour
30 min
0
Task duration (for humans)
where logistic regression of our data
predicts the AI has a 50% chance of succeeding
LLM release date
2020
GPT-3
GPT-3.5
GPT-4
GPT-5
GPT-5.2 (high)
Claude Opus 4.5
Claude Opus 4.6
o3
GPT-2
Exploit a vulnerable Ethereum smart contract
Train adversarially robust image model
Exploit a buffer overflow
Fix bugs in small Python libraries
2021 2022 2023 2024 2025 2026
Is frontier model?
l
Yes
l
No
Source: METR. “Task‑Completion Time Horizons of Frontier AI Models.” 15 April 2026.
Annual Report and Financial Statements 2026
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Strategic report
The effects of this inflection are already evident in
the revenues of the frontier labs. Claude Code is the
vehicle through which many developers experienced
this. Anthropic’s revenues have scaled from a
$9billion annual run rate (ARR) at the end of 2025
to over $47billion as of May 2026. The company
has added almost $40billion of ARR revenue year‑
to‑date. For context the entire SaaS (software as a
service) industry tends to add around $2billion of
net new ARR each quarter. Growth of this scale is
unprecedented.
The hyperscalers have responded to this
acceleration in demand. Capital expenditure
from the largest five is now expected to be over
$750billion this calendar year, up well over 50%
year‑on‑year, with about three quarters of this going
on compute. To put this into context, the Apollo
program cost just over $300billion in today’s money,
and that was spread out over more than a decade.
All of the hyperscalers report that AI capacity is
being absorbed as fast as it can be deployed. Going
back a year or two we were concerned that we
might hit an air pocket in the medium term. We no
longer have this concern. Given the recent agentic
shift, it now seems likely that AI demand will remain
undersupplied for years.
The recent demand spike on the back of agentic
AI has mostly been in the domain of software
development. It’s likely this will spread to other
domains. The capabilities that made coding agents
possible are general. The same model that can
debug a complex piece of code can also read
financial filings and build a model, read a legal
contract and flag risks or plan a logistics route. Each
new domain requires fine‑tuning and new tools, but
both of these things are being built at speed.
OpenClaw
In January, a software engineer asked an AI agent
to buy him a car. The agent searched dealer
inventories, filled out contact forms using his phone
number and email and then spent several days
playing dealers off against each other, forwarding
competing PDF quotes and asking each one to beat
the other’s price. The final price was thousands less
than list. The engineer just had to step in and sign.
The agent was OpenClaw, an open‑source project
(formerly Clawdbot) that went viral earlier this
year. OpenClaw is a locally hosted AI model that
connects to messaging apps like WhatsApp and can
autonomously manage email, calendars, files and
commands on a user’s machine. There are hundreds
of stories like the car negotiation. One of the scariest
developments was an agent social network called
Moltbook, where almost a million autonomous
agents signed up and were interacting with each
other. More agents means more compute.
NVIDIA founder Jensen Huang said it’s “definitely
the next ChatGPT”. Another CEO went further and
called it “the most important thing anyone has ever
created”. He’s personally spending $12,000 per week
on tokens to run OpenClaw at home.
OpenClaw is still very rough. There are huge security
risks in giving an agent unfettered access to your
digital life. But the demand for a personal assistant
that can act on your behalf and save you money
and time is clearly enormous. And this is, again, an
incredibly computationally intensive version of AI.
We are going to need a lot of compute.
OpenAI acquihired the solo developer behind this
project, Peter Steinberger. Anthropic has been
working fast to ship the components that make
up OpenClaw such as the ability to dispatch a
task from your phone and run it autonomously on
your computer or the ability for the model to take
complete control of your computer operating system
and apps.
The cloud computing transition was big, amounting
to several hundred billion dollars per year, but it was
ultimately bounded by the size of the existing IT
workloads that were being shifted from on‑premise
servers. AI is much more transformational. Instead
of migrating existing compute workloads, agents
are augmenting and, in some cases, substituting
human labour. The scale of the market opportunity
is in the trillions rather than hundreds of billions.
And if agents are more efficient than people at
certain tasks, the total volume of work done could
grow rather than just shift from one cost line,
human capital, to another. GDP growth itself could
accelerate. US productivity growth has already
picked up from a 1.4% ten‑year average to 2.7%
last year. Stanford economist Erik Brynjolfsson
thinks AI is partly responsible.
If he’s right, we could see faster GDP growth and
software spending consuming a much larger share
of it. The question is which software companies will
capture that spending.
Baillie Gifford US Growth Trust plc
17
Not all software is equal
Agentic AI triggered a large selloff in public software
stocks. Agents like Claude Code have dramatically
lowered the barriers to producing software. All other
things equal, this will raise the competitive intensity
of the industry and eat away at moats. The market
is also concerned about business model risk. Many
software companies generate revenue via seat‑
based pricing. If AI replaces people, seat‑based
revenue shrinks. Companies may be able to adapt by
shifting their business models towards consumption,
but this isn’t straightforward and customers will likely
resist. Moreover, SaaS companies have been richly
valued partly on account of their dependability. They
generate recurring revenues and customers churn
infrequently, leading to highly predictable long‑
duration cashflows. But predictable cashflows are
also the most vulnerable when investors start pricing
in uncertainty.
A large swathe of our software holdings were caught
up in this sell‑off. Given the above, some caution is
warranted, but we think the market is being overly
indiscriminate. There is a crucial difference between
application software, the software that people open
and use, and those that provide the infrastructure
for other software to run on, the gates and rails.
The former carries more risk, whilst the market
opportunity for the latter could actually increase in a
world of agents because agents need infrastructure
too. Businesses that interface with the physical world
tend to sit on the safe side of the line as well. What
matters is whether these companies have the will to
adapt. Pleasingly, we see this in most of our holdings.
We have long favoured founder‑led businesses, and it
is at times like these that the attributes of an effective
founder‑leader are mostvaluable.
For example, Shopify has been positioning its
business to benefit from agentic commerce.
Thecompany provides infrastructure for commerce.
It’s the operating system through which merchants
manage their business. As and when commerce
switches from people shopping for things to agents
doing it on their behalf, those agents will still need
all of the functionality that Shopify supplies like
checkout, inventory management, shipping, taxes,
returns handling and subscriptions. Founder‑
CEO Lütke thinks that half of all ecommerce will
ultimately be handled by agents.
Cloudflare is another of our software infrastructure
names which stands to benefit. AI has made writing
software dramatically cheaper, so the number of
new applications is exploding, and those apps need
to be deployed somewhere. Cloudflare has been
rapidly adding functionality to its Workers service
to position it as the default hosting platform for AI
agents and vibe‑coded applications. The company
is also strategically positioned with regards to agent
traffic, with 20% of the web sitting behind it. It has
launched AI Crawl Control to enable content owners
to monitor agents and charge them for access, a
critical service for websites which have historically
monetised via advertising and need a new revenue
model as agent traffic substitutes for human eyeballs.
Finally, Cloudflare benefits from the sheer volume of
agent activity on the web. If humans looked at a few
sites when making a decision, an agent might look at
thousands. In January, weekly agent requests more
than doubled across its network, driving demand for its
core security, performance and networking services.
Most of our large software holdings fall into the
infrastructure category. Stripe, Databricks, Snowflake.
They provide the infrastructure upon which the digital
economy runs. Their revenue models are also already
consumption based. With the right leadership, agents
ought to be an opportunity for these companies,
rather than athreat.
We are also relaxed about the holdings in our
portfolio which bridge the digital and physical
divide – for example restaurant delivery company
DoorDash, industrial internet‑of‑things company
Samsara and new holding Axon. These companies
have defensibility due to the large quantities of data
they collect from physical assets.
The application software companies have bigger
question marks. Figma, the design platform, isfacing
head‑on competition from the foundational model
companies. However, we remain confident in its ability
to navigate this change and emerge as a winner.
Design is an area that benefits from specialisation
and Figma’s founder Dylan Field is an outstanding
CEO who has been driving the company to innovate
rapidly and lean into the opportunities created by
AI. For example, the company released a new app
called Figma Make where customers can turn design
concepts and text descriptions into web apps and
interactive prototypes. We believe that, in a world with
lots more software, design will become even more
important, and the granular control that Figma offers
designers will be complementary to the generative
capabilities that have been unlocked withAI.
Annual Report and Financial Statements 2026
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Strategic report
Workday is another example of an application
company whose business model could be pressured
by AI. It’s a classic seat‑based SaaS business. Its
founder, who hadn’t been running the company for
several years, has just returned. Workday is a broad,
horizontal solution and lacks the deep proprietary
data moat that vertical SaaS businesses benefit
from. It is a system of record and isn’t easy to rip‑
and‑replace, but we are more cautious on this stock
than our other software names and have been
reducing our holding.
Lots of chips
One of the puzzling things about recent events is
that NVIDIA’s share price hasn’t reacted much to
these developments. In our view agentic AI is very
bullish for compute demand. And yet, at the time
of writing, NVIDIA’s share price is trading just over
10% above the level it reached in November, before
Opus 4.5 was released. It seems inconsistent to us
that the market would be so bullish on AI as to mark
down the prices of many software names and yet
indifferent to the implications for NVIDIA.
NVIDIA founder Jensen Huang corroborated this
bullish view on a recent podcast with Lex Fridman.
He made a couple of comments on the podcast, one
direct and one indirect, that indicate he believes
NVIDIA could ultimately be a $3 trillion revenue
business. That’s trillion. Revenues this year
*
are
forecast to be $390 billion. His argument is that
NVIDIA’s revenue is not constrained by market share
in a fixed market. It is determined by the size of new
markets that AI creates. Revenue for NVIDIA is a
function of the number of tokens generated. As AI
shifts from chatbots to autonomous agents, and
from a single domain like coding to every knowledge
work domain in the economy, the volume of tokens
the world needs grows by orders of magnitude.
One thing which could hold back revenue growth
is deflation. NVIDIA has improved system‑level
performance by a millionfold over the last decade.
However, demand has still grown meaningfully.
Andthere are no signs of this ending. Weconsistently
hear from portfolio companies that, whilst token
costs are falling, usage is growing faster. This is
Jevons’Paradox.
Jensen’s paradox is a company sustaining
hyper‑growth while trading on cheaper and cheaper
multiples. As of early September 2026, the stock is
trading on 25x current year earnings. It is on a far
* Financial year ending 31 January 2027.
lower PE than Costco (45x) and Walmart (37x) and
is growing many times faster. Indeed, the company
expects to grow revenues by 70% next year, and if
it wasn’t for supply constraints this number would be
closer to 100%.
The strongest bear case is that we’ve seen this
before. Technology investment moves in cycles.
Transformational demand can be real and still get
pulled forward, leading to a capex overshoot and
a painful correction. The fibre optic buildout of the
late 90s was necessary. The world did need all that
bandwidth. But the companies that laid the cable
still went bankrupt because supply overshot demand
by several years. Could the same thing happen
with AI? It’s possible. A recession that tightened
enterprise budgets could cause the hyperscalers to
reduce their spending plans, and NVIDIA’s growth
would decelerate sharply. We take the risk seriously.
But the demand picture today is different from even
twelvemonths ago. The agentic shift has moved
AI from something discretionary to a productivity
tool with measurable return on investment, with
existential implications for companies that fail to
embrace it.
Outlook
Our philosophy has not changed. We aim to identify
and own the exceptional growth companies in America:
businesses that address large market opportunities,
possess durable competitive advantages and
distinctive cultures and have the potential to deliver
significant share price upside. That has been our task
since inception, and it remains so.
What has changed is how we go about it. The last
eight years, and the volatility we delivered during
and after COVID in particular, have taught us some
lessons, and we have been applying them. We
have broadened the types of growth company we
own, adding more mature, more profitable and less
correlated names such as Knife River, Medline,
RBC Bearings and United Therapeutics alongside
our faster‑growing holdings. We are paying closer
attention to portfolio construction and balance,
and we now manage position size and portfolio
shape more proactively. We automatically revisit the
upside on any public holding that has delivered a
2.5x return, and we trim when prices get extended,
as we did with Cloudflare, Shopify and DoorDash.
The aim is a portfolio that can deliver strong long‑
term returns with less of the volatility that has
characterised it in the past.
Baillie Gifford US Growth Trust plc
19
The enhancements we have made will not protect
performance in every eventuality and they are not
designed to. This Company is for investors seeking
exposure to exceptional growth businesses who
are willing to accept variability of returns in pursuit
of long‑term compounding. Increasingly, many of
the world’s most valuable companies are choosing
to remain private for longer, with a significant
proportion of their value creation occurring before
they reach the public markets. We have a large
‘off‑index’ position in private companies and would
also caution, again, that SpaceX, our largest holding,
whilst now public, remains largely under lockup and
has the potential to add to volatility.
The other big change this year was AI. Theevents
of the last twelve months have convinced us
that AI will affect the economy sooner, and more
profoundly, than we had assumed, and we have
evolved the portfolio to reflect that. We own
much of the infrastructure being built to meet this
demand: the chips, the clouds, the frontier labs
and the rails that agents will run on. We are more
cautious on the application software most exposed
to commoditisation but think that the market is
being overly pessimistic on software businesses
that provide infrastructure for other software or that
interface with the physical world.
A final word on our own confidence. We are bullish,
but it would be foolish to hold too precise a view on
how AI’s deployment will unfold. We are confident
about the direction; we are humble about the path.
Adoption will not run in a straight line, and we
should expect ups and downs in the fundamentals,
and sharper ones still in sentiment, with moments
when the two point in opposite directions. None of
this troubles us greatly. We are long‑term investors.
Ouraim is to back the exceptional companies on the
right side of this change and to be patient with them.
Through this lens, our conviction in the portfolio is
as high as ever.
US Equity Growth Team
Baillie Gifford & Co
16 September 2026
Strategic report
Annual Report and Financial Statements 2026
20
Baillie Gifford’s
stewardship principles
Baillie Gifford’s overarching ethos is that we are ‘Actual’ investors. That means we seek to invest for the long
term. Our role as an engaged investor is at the core of our mission to be effective stewards for our clients. As an
active manager, we invest in companies at different stages of their evolution across many industries and focus
on their unique circumstances and opportunities. Our approach favours a small number of simple principles
rather than overly prescriptive policies. This helps shape our interactions with holdings and ensures our
investment teams have the freedom and retain the responsibility to act in clients’ best interests.
Long‑term value creation
We believe that companies that are run for the
long term are more likely to be better investments
over our clients’ time horizons. We encourage our
holdings to be ambitious, focusing on long‑term
value creation and capital deployment for growth.
We know events will not always run according to
plan. In these instances we expect management
to act deliberately and to provide appropriate
transparency. We think helping management to
resist short‑term demands from shareholders often
protects returns. We regard it as our responsibility to
encourage holdings away from destructive financial
engineering towards activities that create genuine
value over the long run. Our value will often be in
supporting management when others do not.
Alignment in vision and practice
Alignment is at the heart of our stewardship
approach. We seek the fair and equitable treatment
of all shareholders alongside the interests
of management. Assessing alignment with
management often comes down to intangible factors
and an understanding built over time. We look for
clear evidence of alignment in everything from
capital allocation decisions in moments of stress
to the details of executive remuneration plans and
committed share ownership. We expect companies
to deepen alignment with us, rather than weaken it,
where the opportunity presents itself.
Governance fit for purpose
Corporate governance is a combination of structures
and behaviours; a careful balance between systems,
processes and people. Good governance is the
essential foundation for long‑term company
success. We firmly believe that there is no single
governance model that delivers the best long‑term
outcomes. We therefore strive to push back against
one‑dimensional global governance principles in
favour of a deep understanding of each company
we invest in. We look, very simply, for structures,
people and processes which we think can maximise
the likelihood of long‑term success. We expect to
trust the boards and management teams of the
companies we select, but demand accountability if
that trust is broken.
Sustainable business practices
A company’s ability to grow and generate value for
our clients relies on a network of interdependencies
between the company and the economy, society and
environment in which it operates. We expect holdings
to consider how their actions impact and rely on these
relationships. We believe long‑term success depends
on maintaining a social licence to operate and look
for holdings to work within the spirit and not just the
letter of the laws and regulations that govern them.
Material factors should be addressed at the board
level as appropriate.
21
Baillie Gifford US Growth Trust plc
Baillie Gifford
proxy voting
We believe that ‘active ownership’ of our clients’
holdings is as important as selecting the right
investments in the first instance. These guidelines
are aligned with our stewardship principles and
describe our approach to proxy voting and company
engagement, the key levers of active ownership,
often described as ‘stewardship’.
While these guidelines are intended to provide
an insight into how we approach voting on our
clients’ behalf, it is important to note that we
assess every company individually. In voting, we
will always evaluate proposals on a case‑by‑case
basis, based on what we believe to be in the best
long‑term interests of our clients, rather than rigidly
applying apolicy.
A broad cross section of our investment staff are
involved in our ongoing work on stewardship. In the
same way that our investment approach is based
around empowered and independent teams, our
voting and engagement is led by the individual
investment teams. In keeping with our decentralised
and autonomous culture, our investment teams will,
on occasion, elect to vote differently on the same
general meeting resolutions. Where this happens,
we report accordingly in the proxy voting disclosure
on our website. We also have clear processes in
place to identify, prevent and manage potential
proxy voting‑related conflicts of interest to ensure
that in all cases the firm acts in the clients’ best
interests. Baillie Gifford’s firm‑wide conflict of
interest disclosure is available on our website at
bailliegifford.com
Prior to taking any voting action, we usually address
specific ESG concerns by engaging directly with the
company, using voting as an escalation mechanism if
we have not seen sufficient progress. Voting activity
and the reasons for any resolutions voted against in
the period is disclosed on the Company website and
can be viewed at bgusgrowthtrust.com
Company meeting record
Voting distribution
Number of meetings voted
with management
99
Number of meetings with at least one
vote against, abstained or withheld
9
Meetings not voted 2
Votes for 91.9%
Votes against 5.5%
Votes abstained or withheld 0.7%
No vote 2.0%
Strategic report
Annual Report and Financial Statements 2026
22
Baillie Gifford environmental,
social and governance
engagement
By engaging with companies, we seek to build constructive relationships with them, to better inform our
investment activities and, where necessary, effect change within our holdings, ultimately with the goal of
achieving better returns for our clients. The Managers’ approach to stewardship and examples of portfolio
company engagement are set out on pages20 to 24.
During the year, the Managers undertook 80 engagements across 37 portfolio companies. The most frequent
topics were governance of strategy, risk management, climate and customer experience.
30250 5 10 2015
● Governance
● Environmental
● Social ● Strategy
Strategic risk
Financial performance
Supply chain
Human rights
Employee rights
Diversity and Inclusion
Customer experience
Community relations
Shareholder rights
Risk management
Remuneration
Proxy voting
Governance of strategy
Corporate culture
Business conduct
Board Independence
Board effectiveness and leadership
Board Diversity
Net Zero
Environmental impacts
Environmental dependencies
Climate
Number of engagements year to 31 May 2026
StrategySocialGovernanceEnvironmental
0
10
20
% of engagements
30
40
50
Engagement topics
Engagement themes
23
Baillie Gifford US Growth Trust plc
CoStar Group
Objectives
We met CoStar’s board chair, compensation
committee chair and chief financial officer to discuss
board dynamics, capital allocation, succession
planning and the company’s response to the activist
campaign.
Discussions
A central theme was board independence and
culture. The directors consistently described their
role as overseeing, supporting and constructively
challenging management, emphasising their
fiduciary responsibilities. They characterised their
relationship with founder and Chief Executive
Officer Andy Florance as candid and robust, rather
than deferential, and highlighted recent board and
committee leadership changes as strengthening
governance. We also discussed how oversight is
applied in practice, particularly in relation to capital
allocation and succession planning. The board
outlined a more structured approach to reviewing
major investments, execution timelines and
alternative uses of capital, with these discussions
informing broader leadership succession planning.
Board refreshment was presented as an ongoing
priority, with openness to adding expertise in areas
such as marketplaces and artificial intelligence.
Outcomes
We were encouraged by the board’s clear
articulation of its independence, cohesion and
willingness to challenge management. Effective
oversight and disciplined capital allocation remain
critical to CoStar’s long‑term strategy. While the
company had been facing activist pressure, the
activist subsequently withdrew its campaign,
bringing the prospective proxy contest to an end.
We publicly supported management’s strategy of
disciplined, sustainable growth across commercial,
residential and international real estate markets and
believe the company has consistently demonstrated
its ability to reinvest capital to create long‑term
shareholder value. The discussion strengthened
our understanding of how the board is supporting
management and overseeing the company’s
long‑term strategy, and will continue to inform
our assessment of the company’s governance
andstewardship.
Block
Objectives
We met Block’s chief financial officer and chief
operating officer, Amrita Ahuja, to assess whether
organisational changes, AI adoption and closer
integration between Square and Cash App are
improving execution.
Discussions
We discussed Block’s recent organisational
changes, which replace product‑level general
managers and separate business units with
company‑wide teams aligned to its highest priorities.
The objective is to reduce duplication, improve
accountability and accelerate execution across
Square and Cash App. Ahuja also described the
recent workforce reduction as part of this broader
simplification, with a leaner organisational structure,
fewer management layers and greater use of AI to
improve efficiency. CashApp’s strategy remains
focussed on deepening customer relationships
through an expanding suite of financial services.
This could be enhanced by Neighbourhoods, an
initiative designed to connect Cash App users and
Square merchants through payments, offers and
loyalty‑style incentives, creating greater value for
both consumers and merchants. AI is also being
deployed across customer service and software
development to automate routine tasks and improve
execution.
Outcomes
The engagement reinforced both the opportunity
and the execution challenge. Block has attractive
products and a compelling strategic vision, but
evidence of sustained operational improvement
remains limited. We will continue to monitor whether
the organisational changes translate into faster
product delivery, stronger customer adoption and
improved financial performance.
Strategic report
Annual Report and Financial Statements 2026
24
Cloudflare
Objectives
We engaged with Cloudflare’s management to
discuss its new AI paywall initiative and assess
its potential to support the company’s long‑term
growth. Our focus was on how Cloudflare is
responding to the rise of AIcrawlers and the
opportunity to monetise access to digitalcontent.
Discussions
Chief executive officer Matthew Prince described
the initiative as “Act 4”, positioning Cloudflare
as an intermediary between content owners and
AIcompanies. By enabling publishers to charge
AIcrawlers for access, the company aims to address
the decline in referral traffic from traditional search
while creating a new monetisation model for AI‑driven
content consumption. The platform is already
operational, allowing publishers to block unauthorised
crawlers and establish commercial terms for access.
Management outlined several potential monetisation
models, including a pooled payment system funded
by AI companies, similar to Spotify’s approach to
artist royalties. Cloudflare believes its network,
which serves around 20% of the world’s websites,
provides a significant advantage in scaling the
initiative. Thecompany is also helping to shape
emerging standards that distinguish AI crawling from
traditional search, and sees longer‑term opportunities
to extend the model to AI agents performing
autonomous actions, such as making bookings or
completingtransactions.
Outcomes
The engagement reinforced our conviction that
Cloudflare is well positioned to benefit from
structural changes in AI and digital content
distribution. While the initiative is unlikely to
have a meaningful near‑term financial impact,
itdemonstrates management’s ability to innovate
and create new long‑term growth opportunities.
Duolingo
Objectives
We met founder and chief executive officer Luis von
Ahn and new chief financial officer (CFO) Gillian
Munson to discuss the leadership transition, slower
user growth and the company’s long‑term product
strategy.
Discussions
Management described the CFO transition as
an opportunity to reset how Duolingo plans,
communicates and executes, with guidance
intended to reflect internal expectations rather than
a ‘beat and raise’ approach. Von Ahn acknowledged
that higher advertising loads and more aggressive
subscription prompts within the free product had
slowed daily user growth by creating unnecessary
friction. The company now intends to reverse these
changes, accept lower near‑term bookings where
appropriate and reinvest in user growth through
cleaner experimentation, including temporarily
reducing monetisation in selected markets to
measure its impact. Management believes future
growth will be driven by improvements in learning
outcomes, particularly through AI‑enabled speaking
features and Video Call, as falling inference costs
make richer experiences increasingly scalable.
Atthe same time, it aims to manage AI‑related costs
through disciplined testing, metering and product
design. Beyond language learning, management
highlighted significant opportunities in newer
subjects. Chess has scaled rapidly, attracting nearly
8 million daily users, while maths is being developed
to international curriculum standards and music
remains an early but potentially meaningful long‑
term growth opportunity.
Outcomes
The discussion reinforced our confidence that
management is prioritising long‑term user
engagement and product quality over near‑term
monetisation. We support this approach and will
continue to monitor whether reduced friction
leads to a reacceleration in user growth, stronger
engagement and retention, and whether AI‑enabled
product enhancements can scale while maintaining
attractive unit economics.
25
Baillie Gifford US Growth Trust plc
Strategic report
Annual Report and Financial Statements 2026
26
31May 2026 31May 2025 % change
Shareholders’ funds
#
£958.4m £743.8m 28.9
Net gearing* 3% 4%
Net asset value per ordinary share
‡
346.35p 264.48p 31.0
Share price 346.00p 239.50p 44.5
Comparative index (in sterling terms)
†
29.8
Ongoing charges* 0.70% 0.72%
Discount* 0.1% 9.4%
Active share (relative to S&P 500 Index)* 79% 88%
Number of shares in issue 276,723,700 281,228,700
Market capitalisation £957.5m £673.5m
One year
summary
Year to 31May total return performance (%)* 2026 2025
Net asset value 31.0% 22.1%
Share price 44.5% 24.5%
Comparative index (in sterling terms)
†
29.8% 7.2%
* Alternative performance measure – see Glossary of terms and alternative performance measures on pages 129 to 132.
†
S&P 500 Index total return (in sterling terms). See disclaimer on page 125.
#
For a definition of terms see Glossary of terms and alternative performance measures on pages 129 to 132.
‡
Net asset value per share (‘NAV’) with borrowings at fair value. At 31May 2026 the NAV with borrowings at fair value was the same as the NAV with
borrowings at book value. For a definition of terms see Glossary of terms and alternative performance measures on pages 129 to 132.
Source: LSEG/Baillie Gifford and relevant underlying index providers. See disclaimer on page 125.
Past performance is not a guide to future performance.
27
Baillie Gifford US Growth Trust plc
Year to 31May high and low 2026 2026 2025 2025
High Low High Low
Net asset value per ordinary share
‡
346.35p 265.11p 303.54p 207.31p
Share price 346.00p 237.00p 292.50p 180.80p
Premium/(discount)* 6.8% (11.9%) 4.5% (19.8%)
Net return per ordinary share 2026 2025
Revenue (2.58p) (2.54p)
Capital 84.12p 49.51p
Total
81.54p 46.97p
* Alternative performance measure – see Glossary of terms and alternative performance measures on pages 129 to 132.
‡
Net asset value per share (‘NAV’) with borrowings at fair value. At 31May 2026 the NAV with borrowings at fair value was the same as the NAV with
borrowings at book value. For a definition of terms see Glossary of terms and alternative performance measures on pages 129 to 132.
Source: LSEG/Baillie Gifford and relevant underlying index providers. See disclaimer on page 125.
Past performance is not a guide to future performance.
Strategic report
Annual Report and Financial Statements 2026
28
Five year
summary
Total return
*
performance
(figures rebased to 100 at 31May 2021)
The following charts indicate how
an investment in BaillieGifford
US Growth has performed
relative to its comparative
index and its underlying net
asset value over the five year
period to 31May 2026.
Premium/(discount)
*
to net asset value
(figures plotted on a monthly basis)
* Alternative performance measure – see Glossary of terms and alternative performance measures on pages 129 to 132.
†
S&P 500 Index total return (in sterling terms). See disclaimer on page 125.
Source: LSEG/Baillie Gifford and relevant underlying index providers. See disclaimer on page 125.
Past performance is not a guide to future performance.
2026
2021 2022 2023 2024 2025
Cumulative to 31 May
●
NAV per share (after deducting borrowings at fair value)
●
Share price
●
Comparative index
†
0
50
250
100
200
150
2026
2021 2022 2023 2024 2025
Years to 31 May
●
Premium/(discount) (after deducting borrowings at fair value)
(25%)
15%
(15%)
5%
(5%)
29
Baillie Gifford US Growth Trust plc
Annual net asset value and share price total return
*
(after deducting borrowings at fair value)
Relative annual net asset value and share price total
return
*
(relative to the comparative index
†
total return)
Active share
*
(compared to the comparative index
†
)
Portfolio turnover
*
(plotted on a quarterly basis)
* Alternative performance measure – see Glossary of terms and alternative performance measures on pages 129 to 132.
†
S&P 500 Index total return (in sterling terms). See disclaimer on page 125.
Source: LSEG/Baillie Gifford and relevant underlying index providers. See disclaimer on page 125.
Past performance is not a guide to future performance.
2026
2022
2023 2024 2025
Years to 31 May
●
NAV per share return ● Share price return
(50%)
50%
25%
(25%)
0%
2026
2022
2023 2024 2025
Years to 31 May
●
NAV per share return ● Share price return
(75%)
(50%)
50%
25%
(25%)
0%
2026
2021
2022
2023 2024 2025
Years to 31 May
●
Active share
0%
100%
40%
60%
80%
20%
2026
2021 2022 2023 2024 2025
Years to 31 May
●
Turnover
0%
30%
20%
10%
Strategic report
Annual Report and Financial Statements 2026
30
Summary of results
since inception
*
Capital
At 31May
Total
assets
£’000
Borrowings
£’000
Shareholders’
funds
£’000
Shareholders’
funds/net
asset value
(book)
per share
p
Net asset
value (fair)
per share
†
p
Share
price
p
Premium/
(discount)
(book)
†
%
Premium/
(discount)
(fair)
†
%
23March 2018
#
169,466 – 169,466 97.96 97.96 100.50 2.6 2.6
2019 301,830 11,901 289,929 126.17 126.17 129.00 2.2 2.2
2020 490,762 14,560 476,202 181.92 181.92 189.00 3.9 3.9
2021 935,222
26,339
908,883
296.21
296.12
308.00
4.0
4.0
2022 623,860 39,674 584,186 191.44 191.63 168.00 (12.2) (12.3)
2023 608,941 40,342 568,599 186.33 186.48 144.80 (22.3) (22.4)
2024 683,204 39,271 643,933 216.65 216.65 192.40 (11.2) (11.2)
2025 780,868 37,078 743,790 264.48 264.48 239.50 (9.4) (9.4)
2026 995,526 37,095 958,431 346.35 346.35 346.00 (0.1) (0.1)
Revenue Gearing ratios
Period/year
to 31May
Income
£’000
Net return
after tax
£’000
Revenue
earnings
per ordinary
share
p
‡
Ongoing
charges
†
%
Net
gearing
†
%
Gross
gearing
†
%
2019
¶
699 (2,054) (1.09) 0.77 2 4
2020 595 (2,555) (1.05) 0.75 (1) 3
2021 648 (5,066) (1.78) 0.68 1 3
2022 568 (5,781) (1.88) 0.62 6 7
2023 850 (4,718) (1.55) 0.69 6 7
2024 603 (6,282) (2.07) 0.70 5 6
2025 716 (7,312) (2.54) 0.72 4 5
2026 864 (7,162) (2.58) 0.70 3 4
* For a definition of terms used see Glossary of terms and alternative performance measures on pages 129 to 132.
†
Alternative performance measure. See Glossary of terms and alternative performance measures on pages 129 to 132.
# Close of business on 23March 2018, launch date and first trade date.
‡ The calculation of revenue earnings per share is based on the revenue from ordinary activities after taxation and the weighted average number of
ordinary shares in issue (see note 7 to the Financial Statements on page 108).
¶ For the period 7February 2018, date of incorporation of the Company, to 31May 2019.
Past performance is not a guide to future performance.
31
Baillie Gifford US Growth Trust plc
Cumulative performance (taking 23March 2018 as 100)
At 31May Net asset value (fair) total return
†
Share price total return
†
Comparative index total return*
23March 2018
#
100 100 100
2019 129 128 122
2020 186 188 141
2021 302 306 172
2022 196 167 193
2023 190 144 202
2024 221 191 252
2025 270 238 270
2026 354 344 351
Absolute performance
1 year
%
3 years
%
5 years
%
Since inception
#
%
Share price
44.5
139.0
12.3
244.3
NAV
‡
31.0 85.7 1 7. 0 253.6
Comparative index* 29.8 73.7 103.8 250.7
All figures are stated on a total return basis
†
for the period to 31May 2026.
*
Comparative index: S&P 500 Index (total return and in sterling terms).
†
Alternative performance measure – see Glossary of terms and alternative performance measures on pages 129 to 132.
# Close of business on 23March 2018, launch date and first trade date.
‡
Net asset value per share (‘NAV’) with borrowings at fair value. At 31May 2026 the NAV with borrowings at fair value was the
same as the NAV with borrowings at book value. For a definition of terms see Glossary of terms and alternative performance
measures on pages 129 to 132.
Source: Baillie Gifford/LSEG and relevant underlying index providers. See disclaimer on page 125.
Past performance is not a guide to future performance.
Strategic report
Annual Report and Financial Statements 2026
32
Review of
investments
A review of the Company’s
ten largest investments and
additions to the private company
investments as at 31May 2026.
Space Exploration
Technologies
An aerospace and space
transportation company that
manufactures advanced rockets,
like the Falcon 9, and satellites,
like Starlink, which provides global
broadband services. We are excited
by its pursuit of reduced launch
costs through its ambitious Starship
programme, thus opening avenues
for growth, such as data centres in
space. A clear segment leader, it looks
positioned to capture an out‑sized
share of the growing space industry,
while Starlink may become the first
globally relevant utility.
Stripe
Stripe is a payments technology
company. Founded in 2010 by Irish
brothers Patrick and John Collison,
the company is in the process of
developing a platform for sending
money seamlessly and compliantly
between any two internet connected
nodes in the world. The company
processes massive volumes of
payments from a broad customer base,
ranging from US start‑ups to global
giants. Stripe’s long‑term ambition is to
make entrepreneurship easier and thus
significantly increase the amount of
business conducted online.
Valuation at
31May 2026
£72,646,000
% of total assets* 7. 3
Valuation at
31May 2025
£41,228,000
% of total assets* 5.3
Net purchases/(sales)
in the year
Nil
Valuation at
31May 2026
£162,587,000
% of total assets* 16.3
Valuation at
31May 2025
£86,601,000
% of total assets* 11.2
Net purchases/(sales)
in the year
(£48,636,000)
© Shutterstock / mundissima© Shutterstock/Evgeniyqw
Denotes private company investment.
* Total assets less current liabilities, before deduction of borrowings. See Glossary of terms and alternative performance measures on pages 129 to 132.
Top ten holdings
33
Baillie Gifford US Growth Trust plc
Amazon
In retail, Amazon competes on
price, selection and convenience
and is improving all three as it gets
bigger. Amazon’s AWS (Amazon Web
Services) division is in a clear position
of leadership in what could turn out
to be one of the largest and most
important market shifts of our time.
Both opportunities are outputs of what
is perhaps most distinctive of all about
Amazon – its culture. The company
is run with a uniquely long‑term
perspective. It is willing to be bold and
scale its experiments (and failures) as
it grows. These cultural distinctions
allow Amazon to possess the rare and
attractive combination of scale and
immaturity.
NVIDIA
NVIDIA designs and manufactures
graphics processing units. They are
specialised semiconductor chips
that can be used for a range of
applications, from gaming to AI. After
years of investment into both hardware
and software, NVIDIA is well positioned
to benefit from the rise of generative
AI, as its chips form the infrastructure
layer to power large language models.
NVIDIA is using its scale to further
reinvest in its opportunity, designing
new hardware to make data centres
more powerful and energy efficient,
while building software to help
companies adopt AI more quickly.
Anthropic
Anthropic is a leading AI company.
Itis one of a small handful of
companies whose models operate
at the frontier of AI capabilities.
Anthropic’s founding principle was
that AI should be safe and capable
at the same time. Thecompany does
a lot of research on how to make AI
systems honest, reliable and easy
to control. This safety‑focussed
approach has resonated strongly with
enterprise customers. The company’s
products include: an AIassistant
called Claude, which people use to
write and do research; Claude Code,
which helps software developers
write and ship code; and Claude
Cowork, an application for knowledge
work. Thecompany is the fastest
scaling software company in history.
Its annualised revenues crossed
$47billion in May this year, just over
five years after itsfounding.
Valuation at
31May 2026
£63,358,000
% of total assets* 6.4
Valuation at
31May 2025
–
% of total assets* –
Net purchases/(sales)
in the year
£18,436,000
Valuation at
31May 2026
£48,789,000
% of total assets* 4.9
Valuation at
31May 2025
£35,674,000
% of total assets* 4.6
Net purchases/(sales)
in the year
£1,211,000
Valuation at
31May 2026
£70,551,000
% of total assets* 7. 1
Valuation at
31May 2025
£19,318,000
% of total assets* 2.5
Net purchases/(sales)
in the year
£35,838,000
© Geoff Robinson/Shutterstock
Denotes private company investment.
* Total assets less current liabilities, before deduction of borrowings. See Glossary of terms and alternative performance measures on pages 129 to 132.
© Shutterstock / Nor Gal © CanYalicn – stock.adobe.com
Strategic report
Annual Report and Financial Statements 2026
34
© rarrarorro – stock.adobe.com
Databricks
Databricks provides a unified data
and AI platform that helps enterprises
store, manage and analyse data while
building machine learning applications.
As AI adoption accelerates, the
company is well positioned to benefit
by simplifying the entire data science
workflow and making advanced
AIcapabilities accessible to a broader
range of businesses. Its open‑source
roots have driven strong adoption,
product innovation and ecosystem
development, enabling Databricks
to offer an increasingly integrated
platform. The ability for customers
and partners to share data, models
and tools strengthens its competitive
position. Founded by leading
UCBerkeley researchers, Databricks
combines deep technical expertise
with a culture of continuous innovation.
Its close ties to academia and open‑
source communities support ongoing
product improvement and reinforce its
leadership in the rapidly growing data
and AI infrastructure market.
Cloudflare
Cloudflare is a global cloud platform
that provides security, performance
and reliability services to millions of
websites and internet applications.
Founded in 2009, the company began
as a web security provider and has since
evolved into a broad edge computing
platform. Cloudflare’s network
spans over 300 cities worldwide,
putting 95% of the global internet
population within 50 milliseconds of its
infrastructure. Cloudflare is uniquely
positioned to play a foundational
role in the AI infrastructure stack. Its
global, low‑latency network enables
efficient inference at the edge, while its
developer platform, Workers, supports
AI‑powered applications with minimal
overhead. This positions Cloudflare
as a key enabler of distributed AI – a
fast‑growing opportunity as real‑time
use cases proliferate.
Meta Platforms
Meta Platforms is a leading digital
advertising and social media
company led by founder and CEO
Mark Zuckerberg, whose long‑term
orientation and willingness to invest
ahead of demand have built one of the
most valuable franchises in technology.
Meta owns Facebook, Instagram and
WhatsApp, a family of apps used by
billions of people every day, which
gives it an advertising business of
remarkable scale. Its tools target and
price advertising with growing precision,
helping the company sustain advertising
revenue growth above 20% and win
a rising share of global marketing
budgets. Meta is now investing heavily
in the infrastructure and engineering
talent to extend that advantage, a
substantial commitment that reflects
the scale of the opportunity it sees.
As businesses concentrate more
spending on the platforms that reach
their customers most effectively, Meta’s
depth of engineering, breadth of user
data and sheer reach position it as a
keybeneficiary.
Valuation at
31May 2026
£27,295,000
% of total assets* 2.7
Valuation at
31May 2025
£35,580,000
% of total assets* 4.6
Net purchases/(sales)
in the year
(£7,580,000)
Valuation at
31May 2026
£30,055,000
% of total assets* 3.0
Valuation at
31May 2025
£36,087,000
% of total assets* 4.6
Net purchases/(sales)
in the year
(£18,214,000)
Valuation at
31May 2026
£32,631,000
% of total assets* 3.3
Valuation at
31May 2025
£12,975,000
% of total assets* 1.6
Net purchases/(sales)
in the year
Nil
Denotes private company investment.
*
Total assets less current liabilities, before deduction of borrowings. See Glossary of terms and alternative performance measures on pages 129 to 132.
© Shutterstock / Melnikov Dmitriy
35
Baillie Gifford US Growth Trust plc
Broadcom
Broadcom, a leading semiconductor
company led by CEO Hock Tan,
whose disciplined capital allocation
has helped build one of the industry’s
strongest franchises. Broadcom
is a leader in Application‑Specific
Integrated Circuits (ASICs),
customised chips that deliver superior
performance and efficiency for
specialised workloads, including
AI inference. As demand for
AIinfrastructure grows, hyperscalers
are increasing investment in compute
capacity and increasingly seeking
customised chip solutions. Broadcom’s
engineering expertise, scale and deep
customer relationships position it as
a key beneficiary of this trend. We
believe the opportunity for custom
AI chips is significantly larger than
widely recognised, and Broadcom
is uniquely placed to support the
next generation of AI infrastructure,
creating a compelling long‑term
growth opportunity.
Shopify
Shopify provides software tools which
allow merchants to easily set up and
manage their businesses across an
increasingly complex and fragmented
retail landscape. Shopify’s software
helps to make merchants more
efficient by automating large swathes
of their operations (e.g. marketing,
inventory management, payments,
order processing, shipping) thus
allowing them to focus on product
market fit. The company maintains a
rapid pace of innovation and is run by
an impressive founder who has built a
distinctive merchant focussed culture.
Valuation at
31May 2026
£21,664,000
% of total assets* 2.2
Valuation at
31May 2025
£27,948,000
% of total assets* 3.6
Net purchases/(sales)
in the year
(£12,834,000)
Valuation at
31May 2026
£22,698,000
% of total assets* 2.3
Valuation at
31May 2025
–
% of total assets* –
Net purchases/(sales)
in the year
£20,671,000
* Total assets less current liabilities, before deduction of borrowings. See Glossary of terms and alternative performance measures on pages 129 to 132.
© NetPhotos/Alamy Stock Photo
Strategic report
Annual Report and Financial Statements 2026
36
Anthropic
Anthropic is a leading AI company. Itis
one of a small handful of companies
whose models operate at the frontier
of AI capabilities. Anthropic’s founding
principle was that AI should be safe and
capable at the same time. Thecompany
does a lot of research on how to
make AI systems honest, reliable and
easy to control. This safety‑focussed
approach has resonated strongly with
enterprise customers. The company’s
products include: an AI assistant
called Claude, which people use to
write and do research; Claude Code,
which helps software developers write
and ship code; and Claude Cowork,
an application for knowledge work.
Thecompany is the fastest scaling
software company in history. Its
annualised revenues crossed $47 billion
in May this year, just over five years
after itsfounding.
Valuation at
31May 2026
£63,358,000
% of total assets* 6.4
Valuation at
31May 2025
–
% of total assets* –
Net purchases/(sales)
in the year
£18,436,000
Private company new buys
OpenAI
OpenAI is a leading AI company. It is
one of a small handful of companies
whose models operate at the frontier
of AI capabilities. The company is best
known for ChatGPT, the AI assistant
now used by hundreds of millions of
people to write, code, search, learn and
reason through problems. Alongside
ChatGPT, OpenAI has built tools for
image generation, video generation,
and software development. The
company was founded in 2015 as a
nonprofit with the mission of ensuring
capable AI benefits humanity as a
whole. That origin still shapes its
governance: OpenAI now consists
of the non‑profit OpenAI Foundation
and for‑profit OpenAI Group, a public
benefit corporation governed by the
Foundation. The company has grown
rapidly since its founding, and now
generates tens of billions of run rate
revenues, reflecting the scale of the
market opportunity that the company
addresses.
Valuation at
31May 2026
£8,160,000
% of total assets* 0.8
Valuation at
31May 2025
–
% of total assets* –
Net purchases/(sales)
in the year
£8,334,000
Denotes private company investment.
* Total assets less current liabilities, before deduction of borrowings. See Glossary of terms and alternative performance measures on pages 129 to 132.
© Ascannio – stock.adobe.com
© CanYalicn – stock.adobe.com
37
Baillie Gifford US Growth Trust plc
Portfolio executive
summary
Contributors
Contribution to
absolute performance
%*
Absolute
performance
%
†
Space Exploration Technologies 16.7 266.0
Anthropic 5.8 318.9
Stripe 4.8 76.2
Databricks 2.6 151.5
NVIDIA 2.2 55.8
Detractors
Contribution to
absolute performance
%*
Absolute
performance
%
†
Duolingo (3.0) (78.6)
Oddity (1.7) (81.8)
Netflix (1.4) (28.7)
CoStar Group (1.3) (56.1)
The Trade Desk (0.8) (45.4)
Key contributors to and detractors from performance – year to 31May 2026
New buys
Alphabet
Anthropic
AppLovin
Axon Enterprise
Broadcom
Circle Internet Group
Coinbase Global
Figma
Knife River
Mastercard
Medline
OpenAI
RBC Bearings
United Therapeutics
Complete sales
Airbnb
Capital One
Chewy
Datadog
Doximity
Globant SA
Ginkgo Bioworks
Inspire Medical Systems
Penumbra
Pinterest
Roku
Sana Biotechnology
The Trade Desk
Denotes private company investment.
Denotes listed investment previously held in the portfolio as a private company investment.
* Contribution to absolute performance (in sterling terms) has been calculated to illustrate how an individual stock has contributed to the overall return.
It is influenced by both share price performance and the weighting of the stock in the portfolio, taking account of any purchases or sales over the period.
†
Absolute performance (in sterling terms) has been calculated on a total return basis over the period 1June 2025 to 31May 2026.
For the definition of total return see Glossary of terms and alternative performance measures on pages 129 to 132. Table ordered by contribution
to performance.
Source: Revolution.
Strategic report
Annual Report and Financial Statements 2026
38
Distribution of total assets
*
by sector 2026
3
4
5
2
6
1
Industry 2026
%
2025
%
1 Information technology 41.5 29.1
2 Industrials 21.3 15.5
3 Consumer discretionary 14.1 20.1
4 Healthcare 8.7 10.1
5 Communication services 6.8 15.3
6 Financials 4.7 4.6
7 Real estate 1.2 1.9
8 Materials 1.0 0.8
9 Consumer staples 0.3 1.6
10 Net liquid assets 0.4 1.0
Source: Baillie Gifford/LSEG and relevant underlying index providers. See disclaimer on page 125.
* For a definition of terms see Glossary of terms and alternative performance measures on pages 129 to 132.
39
Baillie Gifford US Growth Trust plc
This thematic risk analysis is reflective of the Managers’ views. Companies may appear in more than one circle if they are exposed to the same thematic
risk. Figures represent percentage of total investments excluding cash.
Source: Baillie Gifford.
Growth drivers
The illustration below groups companies by the long‑term growth drivers identified during investment
research. This is a subjective process, but we believe it is more consistent with our view that the real
risk in the portfolio lies in the growth opportunities identified for individual companies not playing out,
rather than how index providers choose to classify companies.
D
D
I
I
G
G
I
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%
Cloudflare
NVIDIA
INDUSTRY-SPECIFIC DISRUPTION
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SpaceX
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Honor
Lyra Health
The Ensign Group
Medline
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Guardant Health
BillionToOne
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4
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Insulet
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5
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.
.
1
1
%
%
Alphabet
Meta
AppLovin
D
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.
.
7
7
%
%
Oddity
Doordash
Lemonade
Faire Wholesale
JRSK
DraftKings
Shopify
Thumbtack
Amazon
Wayfair
C
C
O
O
N
N
S
S
U
U
M
M
E
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R
R
–
–
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D
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S
1
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.
.
9
9
%
%
YETI
Sweetgreen
SharkNinja
C
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R
4
4
.
.
1
1
%
%
Cosm
Experience
Discord
Duolingo
Netflix
Niantic
Epic Games
Roblox
C
C
H
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E
M
M
I
I
C
C
A
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S
0
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.
.
4
4
%
%
Solugen
Q
Q
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.
6
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%
%
PsiQuantum
T
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5
5
.
.
5
5
%
%
Nuro
Zipline
Aurora Innovation
Rivian Automotive
Tesla
F
F
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N
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N
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C
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E
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1
1
3
3
.
.
7
7
%
%
Affirm
Block
Coinbase
Human Interest
Brex
Stripe
Circle
E
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N
T
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R
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P
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.
.
1
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%
%
Samsara
Rippling
Databricks
Workday
Runway AI
Snowflake
Tanium
Snyk
Workrise
Figma
Anthropic
US Growth Trust, May-26
P
P
U
U
B
B
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.
7
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%
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Axon Enterprise
C
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.
4
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%
%
CoStar
Lineage
Watsco
Knife River
RBC Bearings
OpenAI
T
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.
.
7
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%
%
Alnylam
Moderna
Denali
United Therapeutics
Recursion
Strategic report
Annual Report and Financial Statements 2026
40
We hold our private company investments at ‘fair value’
i.e. the price that would be paid in an open‑market
transaction. Valuations are adjusted both during
regular valuation cycles and on an ad hoc basis in
response to ‘trigger events’. BaillieGifford’s valuation
process ensures that private companies are valued in
both a fair and timely manner.
The valuation process is overseen by a valuations
group at Baillie Gifford, which takes advice from an
independent third party (S&P Global). The valuations
group is independent from the investment team with all
voting members being from different operational areas
of the firm, and the portfolio managers only receive
final notifications once they have beenapplied.
Baillie Gifford revalues the private holdings on a
three‑month rolling cycle, with one third of the
holdings reassessed each month. During stable
market conditions, and assuming all else is equal,
each investment would be valued four times in
a twelve‑month period. The valuations are also
reviewed twice per year by the Board, which receives
copies of Baillie Gifford’s proposed valuations as well as
the latest valuation reports from its external valuer. The
valuations are subject to the scrutiny of the Company’s
external auditor in the annual auditprocess.
Beyond the regular cycle, the valuations team also
monitors the portfolio for certain ‘trigger events’.
These may include: changes in fundamentals; a
takeover approach; an intention to carry out an
Initial Public Offering (‘IPO’); company news which
is identified as material by the valuation team or by
the portfolio managers; or meaningful changes to
the valuation of comparable public companies. Any
ad hoc change to the fair valuation of any holding
is implemented swiftly and reflected in the next
published net assetvalue.
The valuations group also monitors relevant market
indices on a weekly basis and updates valuations in
a manner consistent with BaillieGifford’s external
valuer’s (S&P Global) most recent valuation report
where appropriate.
* Data reflecting period 1 June 2025 to 31 May 2026 to align with the Company’s reporting period end.
Periods of market volatility during the period have
meant that valuations continued to be reviewed
much more frequently, in some instances resulting in
further valuation movements.
The data below quantifies the revaluations carried
out during the twelve months to 31 May 2026, but
does not reflect the ongoing monitoring of the
private investment portfolio which did not result in
achange in valuation.
Baillie Gifford US Growth Trust*
Instruments held 59
Number of revaluations 302
Percentage of portfolio valued up to 4 times 40.7%
Percentage of portfolio valued 4+ times 59.3%
The simple average movement in company valuations
and share prices across the portfolio in the twelve
months to 31 May 2026 are shown below. The
valuations of our private company holdings increased
by more than the corresponding movement in share
prices over the period on average. This reflects the
fact that Baillie Gifford typically holds preference
stock, which provides downside protection but may
participate less fully in upside valuation increases than
ordinary equity. The share price movement reflects
a probability‑weighted average of both the regular
valuation, which would be realised in an IPO, and the
downside protected valuation, which would normally be
triggered in the event of a corporate sale or liquidation.
As a result, increases in headline company valuations
may not be fully reflected in share prices where the
expected value continues to incorporate the downside
protected outcome.
Average
movement
in company
valuation
Average
movement in
share price
Baillie Gifford US Growth Trust* 38.4% 2 7. 1 %
Baillie Gifford – valuing
private companies
41
Baillie Gifford US Growth Trust plc
Private companies
summary
Historical snapshot
Since our first investment in private companies in 2018, Baillie Gifford US Growth has deployed £286million
of capital in this area.
Transaction value
Showing all transactions prior to 31May 2026 (£’000).
(Graph plotted in calendar years)
Portfolio activity – year to 31May 2026
£30.3m of new capital was deployed in private companies during the year.
New buys Follow on funding rounds Partial sales Listed during the year Takeover
Anthropic Discord Space Exploration Technologies BillionToOne Brex
†
OpenAI Faire Wholesale
Human Interest
Nuro
Rippling (People Center)
Runway AI
Subsequent to the period end on 12 June 2026, Space Exploration Technologies listed.
Concentration
At 31 May 2026 we held 27 (2025: 27) private
companies which equated to 45.0% (2025: 34.9%)
of total assets.
• The five largest private companies accounted for
78.1% (2025: 62.5%) of the private company
exposure.
• The ten largest private companies accounted for
88.3% (2025: 79.4%) of the private company
exposure.
All figures stated as percentage of total assets*, as at 31May 2026.
45.0%
Top 10 – 39.7%
Top 5 –35.2%
3 Listed – SPAC
9 Listed
27 Held
1 Liquidated
2 Takeover
0
120,000
100,000
80,000
60,000
40,000
20,000
● Buy ● Follow on ● Listed ● Takeover● Listed-SPAC (special purpose acquisition company)
2018 2019 2020 2021 2022 2023 202620252024
*
Total assets less current liabilities, before deduction of borrowings. See Glossary of terms and alternative performance measures on pages 129 to 132.
†
Brex was acquired by Capital One during the year ended 31 May 2026, with the resulting Capital One holding sold before the year‑end.
Total private company exposure
Strategic report
Annual Report and Financial Statements 2026
42
Performance of listed holdings at 31May 2026 previously held as private company investments from date of
initial investment of each holding to 31May 2026
(absolute performance in sterling terms %)
700600500(100) 0 200100 400300
● Absolute performance from initial public offering to 31 May 2026 %
● Absolute performance from initial investment to initial public offering %
● Total absolute performance from initial investment to 31 May 2026 %
BillionToOne
Affirm
Aurora
Snowflake
Oddity
3
4
5
2
6
1
Private exposure 31May
2026
%
31May
2025
%
1 Space Exploration Technologies 16.3 11.2
2 Stripe 7.3 5.3
3 Anthropic 6.4 –
4 Databricks 3.3 1.6
5 Zipline 1.8 1.7
6 Others 9.9 13.1
Source: Revolution/Baillie Gifford.
Note: Absolute performance returns cannot be added together as they are geometric.
43
Baillie Gifford US Growth Trust plc
Size
Our private company exposure tends to be weighted to the upper end
of the maturity curve, focussed on late stage private companies which
are scaling up and becoming profitable.
Cap
Total equity
value (US$)
%oftotal
assets
*
Number of
holdings
Micro <300m <0.1 3
Small 300m–2bn 2.2 8
Medium 2bn–10bn 7.1 9
Large >10bn 35.7 7
45.0 27
Private company investments and listed investments previously held as private company investments as a
percentage of total assets
*
(plotted quarterly from March 2018)
£m
2026
2019
2021
2024 202520232018
2020 2022
%
● Private company investments as a % of total assets (right hand axis)
● Total assets in sterling (left hand axis)
● Private company investments and listed investments previously held in the portfolio as private company investments as a % of total assets (right hand axis)
● Private company investments as a % of total assets (right hand axis)
● Total assets in sterling (left hand axis)
● Private company investments and listed investments previously held in the portfolio as private company investments as a % of total assets (right hand axis)
0
1,200
1,000
600
800
200
400
0
50
40
20
30
10
Source: Baillie Gifford.
* Total assets less current liabilities, before deduction of borrowings. See Glossary of terms and alternative performance measures on pages 129 to 132.
Strategic report
Annual Report and Financial Statements 2026
44
Operational highlights Financial highlights
• SpaceX completed 165 orbital launches in 2025,
more than the rest of the world combined. By
mid‑May 2026, it had already completed more
than 55 Falcon 9 launches. Its launch cadence
remains far ahead of other industry participants,
including national governments.
• Development of its next‑generation Starship
rocket also advanced. In May 2026, SpaceX flew
the first test of the upgraded Starship V3 vehicle,
reaching space and completing most mission
objectives while continuing the iterative test
programme needed for full reusability.
• SpaceX launched more than 100 dedicated
Starlink missions in 2025 and continued
deployment in 2026. By May, the Starlink
constellation had more than 10,000 satellites in
orbit and accounted for roughly 65% of all active
satellites, providing the network capacity behind
its rapidly growing broadband and direct‑to‑cell
businesses.
• Starlink now reaches more than 10 million people
and a growing number of businesses across
160countries. Its Direct‑to‑Cell service served
more than 12 million people in 2025 in areas
previously unreachable by terrestrial networks.
• SpaceX agreed to acquire roughly $20 billion of
wireless airwaves from EchoStar in late 2025.
Theacquisition gives Starlink the spectrum it
needs to deliver mobile phone service directly from
space at national scale.
• SpaceX merged with xAI in February 2026,
bringing the AI, social media and compute platform
inside the group and widening the business from
launch and connectivity into AIinfrastructure.
• 2026 revenue is estimated at $38 billion on an
annualised basis. Starlink remains SpaceX’s
most proven revenue growth engine, while xAI’s
Colossus compute platform has quickly become
a major new source of revenue following recent
compute agreements signed with Anthropic and
Alphabet.
• Subsequent to the period end, SpaceX had its
initial public offering on 12June 2026, raising
$85.7 billion at a valuation of approximately $1.8
trillion. The valuation at the IPO was 57x higher
than when we first invested.
• Stripe powers every leading AI company
alongside 80% of the Nasdaq 100, and serves
more than 5 million businesses.
• The acquisition of Bridge, a stablecoin platform,
has strengthened Stripe’s position in cross‑
border money movement as the world begins to
embrace stablecoins.
• Stripe recently announced 288 new products and
partnerships with Google, Meta and Microsoft,
all focussed on AI, with the view that AI agents
will increasingly execute online purchases.
Stripe intends to be the payments layer
empoweringthem.
• Businesses on Stripe generated $1.9 trillion in
total payment volume in 2025, a 34% increase
year‑on‑year and equivalent to 1.6% of global
GDP.
• Stripe announced a tender offer in February
2026 valuing the company at $159 billion, up
from $91.5 billion a year earlier. The re‑rating
reflects Stripe’s evolution into a financial software
platform, beyond payments processing.
• Stripe’s Revenue suite is on track to reach a
$1billion annual revenue run rate during 2026,
providing expansion beyond core payments
into deeper software used to run the financial
operations of online businesses.
• Anthropic improved Claude’s capabilities
materially through 2025 and early 2026.
Itlaunched several model upgrades as well
as new products, such as Claude Code and
ClaudeCowork.
• Distribution has broadened, with Claude now
available across the world’s three largest cloud
platforms – Amazon, Google and Microsoft. This
gives enterprise customers access to Anthropic’s
models inside the cloud environments they
already use.
• The company takes safety and trust seriously,
as shown by its engagement with multiple large
organisations to make its latest model, Mythos,
safe for consumer and enterprise consumption.
• Anthropic announced a $30 billion Series G
funding round in February 2026 at a $380 billion
post‑money valuation, followed by a $65 billion
Series H funding round in May 2026 at a reported
$965 billion post‑money valuation.
• By May 2026, Anthropic reported annualised
revenue of approximately $47 billion.
• More than 1,000 customers were reportedly
spending over $1 million annually with the
company by April 2026, and the majority of the
Fortune 10 are Claude customers.
• Databricks enhanced its model offering in 2025
through a five‑year partnership with Anthropic and
a $100 million multi‑year partnership with OpenAI,
bringing frontier AI models to its enterprise
platform for tens of thousands of customers.
• In March 2026, Databricks committed more than
$850 million to expand its UK presence. This helps
meet the demand for AI‑ready data infrastructure
and enhances Databricks’ ambition to capture a
greater share of enterprise IT spend.
• Databricks annualised revenue reached $5.4 billion
at the end of January 2026, up over 65% year‑
over‑year. AI products alone reached $1.4 billion in
annualised revenue, evidence that AI budgets are
being allocated to software.
• Databricks generated positive free cash flow last
fiscal year.
• Databricks announced $7 billion of funding in
February 2026, including around $5 billion of
equity at a $134 billion valuation.
Top 10 private companies progress – year to 31May 2026
45
Baillie Gifford US Growth Trust plc
Operational highlights Financial highlights
• Zipline surpassed 2.3 million commercial deliveries
and 125 million autonomous miles by April 2026,
extending its lead in real‑world autonomous
logistics. US deliveries grew approximately 15%
on a weekly basis for seven consecutive months
into early 2026.
• The company announced expansion into Houston,
Phoenix and Seattle, and launched a home
delivery pilot in Texas in April 2026 as the first
phase of its broader Houston rollout. It also tripled
the size of its US manufacturing facility in 2025,
supporting the transition of drone delivery from
pilot project to everyday logistics service.
• Internationally, Zipline announced a nationwide
Rwanda network, including Africa’s first urban
drone delivery network.
• Zipline raised more than $600 million in January
2026 at a $7.6 billion valuation and added a further
$200 million in March. The capital will support
turning proven operations into denser, broader
delivery networks.
• Faire facilitated the formation of more than
10million retailer‑brand relationships by
May2025, while brands had sold nearly $8 billion
of inventory through the marketplace. Each
new relationship strengthens the network for
bothsides.
• The company is broadening category depth as
well as geographic reach. Its books category
surpassed $100 million of sales after 75% annual
growth, while international expansion took the
platform to over 30 countries.
• Faire’s European business is growing twice as
fast as its core US unit, proof that helping small
retailers discover differentiated inventory applies
beyond the US market.
• In March 2026, Faire and Lightspeed (electronic
point of sale) launched an integration giving
Lightspeed Retail customers direct access to over
100,000 Faire brands within their existing point‑of‑
sale system.
• Faire announced a tender offer in November 2025
valuing the company at $5.2 billion, representing
a mark down in valuation from previous
fundingrounds.
• Faire reported nearly 3 million new brand‑retailer
relationships and a 15% annual increase in reorder
rates, suggesting that retailers are returning to the
marketplace as part of regular purchasing.
• Rippling continued to broaden from HR and
payroll into an operating system for employee
data. It now covers HR, IT, finance, benefits,
identity, devices and app access, enabling it to
capture and enact changes in employee data
across multiple systems.
• The company has increased its international
presence, using global payroll and workforce
management to move beyond its original US
small‑business roots.
• Product velocity remains central to the story.
Rippling is adding AI and workflow automation
across onboarding, approvals, policy enforcement,
expense management and employee support,
turning back‑office administration into software‑
led operating leverage.
• In May 2025, Rippling raised $450 million in
Series G funding at a $16.8 billion valuation, up
from $13.5 billion one year earlier. The round also
included an approximately $200 million employee
share repurchase at the same valuation.
Top 10 private companies progress – year to 31May 2026 (continued)
Strategic report
Annual Report and Financial Statements 2026
46
Operational highlights Financial highlights
• Human Interest is scaling rapidly, serving around
45,000 businesses through its core platform and
partner channels.
• Distribution is broadening through product
extensions such as Fabric, its embedded
retirement platform, which now serves more than
18,000 customers.
• PartnerConnect, software for financial advisors
launched last year, has onboarded over 650
advisory firms and thousands of client plans.
InMarch 2026, UBS made Human Interest
available as a recordkeeping solution to more
than 5,000 of its financial advisors.
• Automation remains a differentiator. Its platform
integrates with nearly 600 payroll systems, has
reached 99.99% reliability and introduced tools
such as Audit Relief to automate manual plan
administration.
• Human Interest grew revenue 71% in 2024 and
started one in four of all new 401(k) plans in the
US that year: it is expanding access to retirement
provision rather than simply takingshare.
• Human Interest raised over $100 million in
October 2025 at a $3 billion post‑money
valuation, with several large financial institutions
taking part. Morgan Stanley had also committed
up to $50 million earlier in 2025 to support further
expansion.
• ChatGPT has become a prominent software
product in the AI era, moving frontier models
from research labs into everyday consumer
and knowledge‑work use. ChatGPT had
more than 900 million weekly active users by
February2026.
• OpenAI has broadened from a chatbot into
a platform. Its products now span ChatGPT
Business and Enterprise, Codex for software
development, multimodal models, data analysis,
agents and integrations with workplace tools.
• Distribution spans both individuals and
organisations, where ChatGPT accounts
are present in more than 80% of Fortune
500companies.
• In October 2025, a secondary share sale allowed
current and former employees to sell around
$6.6billion of stock at a $500 billion valuation.
• OpenAI closed a $122 billion funding round in
March 2026 at a valuation of around $850 billion.
The capital raised will be used to fund compute
commitments and model training requirements.
• Nuro announced a robotaxi programme with Uber
and Lucid in 2025, which has since expanded to
a commitment of at least 35,000 Lucid vehicles.
The partnership brings the Nuro Driver to a
broader commercial fleet, supporting Nuro’s shift
to a licensing model that can scale beyond its
own vehicles.
• Nuro’s autonomy stack has now been applied
across nine vehicle platforms and has completed
more than 1.7 million autonomous miles with
zero at‑fault incidents. This provides a strong
foundation for commercial credibility, regulatory
approval and partner trust.
• Lucid, Nuro and Uber unveiled the production
version of their robotaxi at CES in January 2026.
By April, select Uber employees were hailing
the vehicles in San Francisco with safety drivers
in place, ahead of public commercial launch
planned for late 2026.
• Nuro closed a $203 million Series E funding round
in August 2025 at a $6 billion valuation, taking
total funding beyond $2.3 billion.
• The extra capital keeps the company in the race
to commercialise autonomy, giving it the firepower
to bridge the gap between available technology
and commercial reality.
Top 10 private companies progress – year to 31May 2026 (continued)
47
Baillie Gifford US Growth Trust plc
List of investments
as at 31May 2026
Name Business
2026
Value
£’000
%of
total
assets *
2025
Value
£’000
Space Exploration Technologies Series N
Preferred
Rocket and spacecraft company 92,731 9.3 25,404
Space Exploration Technologies Series K
Preferred
Rocket and spacecraft company 36,816 3.7 10,085
Space Exploration Technologies Series J
Preferred
Rocket and spacecraft company 33,040 3.3 44,253
162,587 16.3 79,742
Stripe Series G Preferred Online payment platform 32,067 3.2 18,157
Stripe Series I Preferred Online payment platform 31,245 3.1 17,693
Stripe Class B Common Online payment platform 6,585 0.7 3,729
Stripe Series H Preferred Online payment platform 2,749 0.3 1,649
72,646 7.3 41,228
NVIDIA Accelerated computing and AI infrastructure company 70,551 7.1 19,318
Anthropic Series F‑1 Preferred AI safety and research company 46,496 4.7 –
Anthropic Series G‑1 Preferred AI safety and research company 16,862 1.7 –
63,358 6.4 –
Amazon Online retailer and cloud computing provider 48,789 4.9 35,674
Databricks Series H Preferred Data and AI platform 31,457 3.2 12,508
Databricks Series I Preferred Data and AI platform 1,174 0.1 467
32,631 3.3 12,975
Cloudflare Cloud‑based provider of network services 30,055 3.0 36,087
Meta Platforms Social technology, messaging and digital advertising
platforms
27,295 2.7 35,580
Broadcom Semiconductors and infrastructure software 22,698 2.3 –
Shopify Class A Cloud‑based commerce platform provider 21,664 2.2 27,948
DoorDash Online local delivery 19,075 1.9 26,506
BillionToOne Molecular diagnostics technology platform 18,831 1.9 15,580
Zipline International Series C Preferred Drone‑based medical delivery 11,288 1.1 7,607
Zipline International Series E Preferred Drone‑based medical delivery 6,396 0.6 4,311
Zipline International Series F Preferred Drone‑based medical delivery 1,038 0.1 723
18,722 1.8 12,641
Tesla Electric cars, autonomous driving and solar energy 16,938 1.7 13,002
Netflix Subscription service for TV shows and movies 16,348 1.6 36,574
Affirm Class B Consumer finance 10,800 1.1 7,606
Affirm Consumer finance 4,171 0.4 4,714
14,971 1.5 12,320
* Total assets less current liabilities, before deduction of borrowings. See Glossary of terms and alternative performance measures on pages 129 to 132.
Denotes private company investment.
Denotes listed investment previously held in the portfolio as a private company investment.
The comparative column only shows instruments still held at 31 May 2026.
Past performance is not a guide to future performance.
Strategic report
Annual Report and Financial Statements 2026
48
* Total assets less current liabilities, before deduction of borrowings. See Glossary of terms and alternative performance measures on pages 129 to 132.
Denotes private company investment.
Denotes listed investment previously held in the portfolio as a private company investment.
The comparative column only shows instruments still held at 31 May 2026.
Past performance is not a guide to future performance.
Name Business
2026
Value
£’000
%of
total
assets *
2025
Value
£’000
Alphabet Class A Internet services and products company 14,115 1.4 –
Snowflake Developer of a SaaS‑based cloud data warehousing
platform
13,559 1.4 10,556
The Ensign Group Operator of skilled nursing facilities 11,157 1.1 6,683
Guardant Health Precision oncology diagnostics company 10,978 1.1 6,015
Faire Wholesale Series F Preferred Online wholesale marketplace 4,025 0.4 4,934
Faire Wholesale Online wholesale marketplace 3,803 0.4 4,661
Faire Wholesale Series G Preferred Online wholesale marketplace 3,119 0.3 3,608
10,947 1.1 13,203
Samsara Connected operations cloud software company 10,582 1.1 10,297
Rippling (People Center) Series G
Preferred
Workforce management platform 7,516 0.7 4,944
Rippling (People Center) Class A Common Workforce management platform 2,802 0.3 –
10,318 1.0 4,944
Alnylam Pharmaceuticals Therapeutic gene silencing 9,543 1.0 9,306
AppLovin Mobile app technology platform 9,528 1.0 –
Human Interest Series E Preferred Retirement benefits platform 8,552 0.9 4,734
Human Interest Series F Preferred Retirement benefits platform 371 <0.1 –
8,923 0.9 4,734
Aurora Self‑driving technology 5,028 0.5 4,218
Aurora Innovation Class B Common Self‑driving technology 3,843 0.4 3,157
8,871 0.9 7,375
SharkNinja Home appliance company 8,801 0.9 6,409
OpenAI Group PBC Series C Preferred Artificial intelligence research and deployment
company
8,160 0.8 –
CoStar Group Real estate information, analytics and online
marketplaces company
8,048 0.8 11,961
Mastercard Class A Global payments technology company 7,662 0.8 –
Wayfair Online furniture and homeware retailer 7,647 0.8 5,203
Block Financial services merchant and mobile payment
company
7,601 0.8 5,986
Axon Enterprise Public safety technology company 7,364 0.7 –
Watsco Air conditioning, heating and refrigeration equipment
distributor
7,312 0.7 8,528
Nuro Series C Preferred Autonomous driving technology and vehicle platform
company
3,762 0.4 3,672
Nuro Series D Preferred Autonomous driving technology and vehicle platform
company
3,064 0.3 3,006
Nuro Series E Preferred Autonomous driving technology and vehicle platform
company
214 <0.1 –
7,040 0.7 6,678
49
Baillie Gifford US Growth Trust plc
Name Business
2026
Value
£’000
%of
total
assets *
2025
Value
£’000
Moderna mRNA medicines and vaccine therapeutics company 6,949 0.7 3,786
Medline Medical supplies and products distributor 6,489 0.6 –
Lemonade Insurance company 6,484 0.6 3,623
United Therapeutics Biotechnology company focussed on rare diseases 6,464 0.6 –
DraftKings Online sports betting platform 6,459 0.6 9,147
YETI Consumer products for the outdoor and recreation
markets
6,392 0.6 2,398
RBC Bearings Precision bearings and components manufacturer 6,355 0.6 –
Roblox User generated content game company 6,142 0.6 15,338
Discord Series I Preferred Communication software 6,012 0.6 8,734
Knife River Construction materials and contracting services
company
5,662 0.6 –
PsiQuantum Series D Preferred Silicon photonic quantum computing 5,591 0.6 5,815
Duolingo Mobile learning platform 5,569 0.6 25,104
Runway AI Series D Preferred Generative AI research and technologies platform 5,005 0.5 3,708
Tanium Class B Common Online security management 4,734 0.5 3,917
Solugen Series C‑1 Preferred Combines enzymes and metal catalysts to make
chemicals
2,945 0.3 4,237
Solugen Series D Preferred Combines enzymes and metal catalysts to make
chemicals
1,440 0.2 2,072
4,385 0.5 6,309
Insulet Medical device company 4,190 0.4 9,086
Lyra Health Series E Preferred Digital mental health platform for enterprises 3,075 0.3 3,215
Lyra Health Series F Preferred Digital mental health platform for enterprises 1,026 0.1 1,059
4,101 0.4 4,274
Figma Collaborative design software platform 3,893 0.4 –
Lineage Dynamic temperature‑controlled warehousing and
logistics
3,731 0.4 3,465
Denali Therapeutics Clinical stage neurodegeneration company 3,599 0.4 2,032
Thumbtack Class A Common Online directory service for local businesses 2,161 0.3 2,975
Thumbtack Series I Preferred Online directory service for local businesses 1,201 0.1 1,309
Thumbtack Series A Preferred Online directory service for local businesses 154 <0.1 212
Thumbtack Series C Preferred Online directory service for local businesses 45 <0.1 62
Thumbtack Series B Preferred Online directory service for local businesses 10 <0.1 14
3,571 0.4 4,572
Epic Games Video game platform and software developer 3,496 0.4 7,704
Sweetgreen Salad fast food chain 3,448 0.3 4,500
Cosm Experience Immersive entertainment venues 3,338 0.3 3,708
Away (JRSK) Convertible Promissory Note Travel and lifestyle brand 1,051 0.1 1,027
Away (JRSK) Convertible Promissory Note
2021
Travel and lifestyle brand 1,051 0.1 1,027
Away (JRSK) Series D Preferred Travel and lifestyle brand 1,008 0.1 971
Away (JRSK) Series Seed Preferred Travel and lifestyle brand 217 <0.1 156
3,327 0.3 3,181
* Total assets less current liabilities, before deduction of borrowings. See Glossary of terms and alternative performance measures on pages 129 to 132.
Denotes private company investment.
The comparative column only shows instruments still held at 31 May 2026.
Past performance is not a guide to future performance.
Strategic report
Annual Report and Financial Statements 2026
50
Name Business
2026
Value
£’000
%of
total
assets *
2025
Value
£’000
Honor Technology Series D Preferred Home care provider 1,959 0.2 2,032
Honor Technology Series E Preferred Home care provider 852 0.1 882
Honor Technology Inc Subordinated
Convertible Promissory Note
Home care provider 200 <0.1 196
3,011 0.3 3,110
Snyk Series F Preferred Developer security software 2,395 0.3 3,522
Snyk Ordinary Shares Developer security software 528 <0.1 1,968
2,923 0.3 5,490
Oddity Online cosmetics and skincare company 2,913 0.3 12,674
Rivian Automotive EV manufacturer 2,827 0.3 2,435
Workrise Technologies Series E Preferred Jobs marketplace for the energy sector 1,289 0.2 2,202
Workrise Technologies Series D Preferred Jobs marketplace for the energy sector 1,236 0.1 2,111
Workrise Technologies Series D‑1
Preferred
Jobs marketplace for the energy sector 275 <0.1 469
2,800 0.3 4,782
Workday Enterprise cloud applications for finance,
HR and planning
2,537 0.3 7,305
Coinbase Global Cryptocurrency exchange platform 1,637 0.2 –
Recursion Pharmaceuticals Drug discovery platform 830 0.1 936
Circle Internet Group Stablecoin issuer and financial technology company 656 0.1 –
Niantic Spatial Series A Preferred Geospatial AI and spatial computing solutions 213 <0.1 242
Abiomed CVR Manufacturer of heart pumps – – –
Blockstream Series B‑1 Preferred Bitcoin and digital asset infrastructure – – –
Capsule Series 1‑D Preferred Digital pharmacy – – –
Capsule Series E Preferred Digital pharmacy – – –
– – –
Indigo Agriculture Class A Common Agricultural technology company – – 3
Total investments 991,048 99.6
Net liquid assets
†
4,478 0.4
Total assets* 995,526 100.0
* Total assets less current liabilities, before deduction of borrowings. See Glossary of terms and alternative performance measures on pages 129 to 132.
†
See Glossary of terms and alternative performance measures on pages 129 to 132.
#
Includes holdings in ordinary shares, preference shares and convertible promissory notes.
Denotes private company investment.
Denotes listed investment previously held in the portfolio as a private company investment.
The comparative column only shows instruments still held at 31 May 2026.
Past performance is not a guide to future performance.
Listed
equities
%
Private
company
investments
#
%
Netliquid
assets †
%
Total
assets *
%
31May 2026
54.6 45.0 0.4 100.0
31May 2025
64.1 34.9 1.0 100.0
51
Baillie Gifford US Growth Trust plc
Business
review
Business model
Business and status
Baillie Gifford US Growth Trust plc is a public
company limited by shares and is incorporated in
England and Wales. The Company is an investment
company within the meaning of section 833 of
the Companies Act 2006 and carries on business
as an investment trust. Investment trusts are
UK public listed companies and their shares are
traded on the London Stock Exchange. They
invest in a portfolio of assets in order to spread
risk. The Company has a fixed share capital
although, subject to shareholder approval, it may
purchase its own shares or issue shares. The
price of the Company’s shares is determined, like
other listed shares, by supply and demand.
The Company has been approved as an investment
trust by HM Revenue & Customs subject to
the Company continuing to meet the eligibility
conditions. The Directors are of the opinion
that the Company has continued to conduct
its affairs so as to enable it to comply with the
ongoing requirements of section 1158 of the
Corporation Tax Act 2010 and the Investment Trust
(Approved Company) (Tax) Regulations 2011.
The Company is an Alternative Investment
Fund for the purposes of the UK Alternative
Investment Fund Managers Regulations.
Purpose
Baillie Gifford US Growth aims to deliver above
average long‑term returns for shareholders by
keeping fees and costs low and harnessing the
long‑term growth potential of companies.
Objective and policy
The Company’s investment objective is to produce
long‑term capital growth.
The Company invests predominantly in equities of
companies which are incorporated or domiciled, or
which conduct a significant portion of their business,
in the United States and which the Company
believes have the potential to grow substantially
faster than the average company over the long
term. Such investment is typically direct, but may
be indirect, including through investment in funds.
The maximum direct investment in any one company
or fund is limited to 10% of the Company’s total
assets measured at the time of investment.
The portfolio consists of direct holdings in listed
securities and unlisted securities in up to a combined
maximum of 90 companies or funds, typically with
30 or more listed security holdings. The maximum
amount which may be invested directly in unlisted
securities shall not exceed 50% of the total assets
of the Company, measured at the time of investment.
The Company will at all times be invested in several
sectors. While there are no specific limits placed
on exposure to any one sector, the Company will
at all times invest and manage the portfolio in a
manner consistent with spreading investment risk.
With prior approval of the Board, the Company
may use derivatives for the purposes of efficient
portfolio management (in order to reduce,
transfer or eliminate investment risk in the
Company’s portfolio). Derivative instruments
in which the Company may invest may include
foreign exchange forwards, exchange‑listed
and over‑the‑counter options, futures, options
on futures, swaps and similar instruments. The
Board, however, currently does not expect to
enter into derivative or hedging transactions to
mitigate against currency or interest rate risk.
Strategic report
Annual Report and Financial Statements 2026
52
The Board intends to employ gearing in the
normal course of events. The Company may in
aggregate borrow amounts equalling up to 30%
of the net asset value of the listed securities
held by the Company, calculated at the time
of drawdown, although the Board expects that
borrowings will typically represent an amount in
the range of 10% to 20% of the net asset value
of the listed securities held by the Company.
While it is intended that the Company will be fully
invested in normal market conditions, the Company
may hold cash on deposit or invest on a temporary
basis in a range of cash equivalent instruments.
The Board does not expect that the Company will
hold cash or cash equivalent instruments, but there
is no restriction on the amount of cash or cash
equivalent instruments that the Company may hold.
Culture and values
In the context of a company with no employees,
culture and values are expressed by the Company’s
Directors and the service providers with whom
shareholders and other stakeholders interact, and
through the relationships between the Board and
those service providers, including the Managers. As
noted in more detail in the section 172 statement
on pages 60 to 63, the Board seeks to engage
with its Managers and other service providers in a
collaborative and collegiate manner, and to maintain
the highest standards of business conduct.
Dividend policy
The Company’s priority is to produce capital growth
over the long term. The Company therefore has
no dividend target and will not seek to provide
shareholders with a particular level of distribution.
However, the Company intends to comply with
the requirements for maintaining investment trust
status for the purposes of section 1158 of the UK
Corporation Tax Act 2010 regarding distributable
income. The Company will therefore distribute as a
final dividend amounts such that it does not retain,
in respect of an accounting period, an amount
greater than 15% of its income (as calculated for
UK tax purposes) for that period. As the revenue
account is again running at a deficit, the Board
has decided that no final dividend be paid.
Liquidity policy
The Board recognises the need to address any
sustained and significant imbalance of buyers
and sellers which might otherwise lead to shares
trading at a material discount or premium to net
asset value per share. While it has not adopted any
formal discount or premium targets which would
dictate the point at which the Company would seek
to purchase shares or issue further shares, the
Board is committed to utilising its share purchase
and share issuance authorities where appropriate
in such a way as to mitigate the effects of any such
imbalance. In considering whether a buyback or
issuance might be appropriate in any particular set
of circumstances, the Board will take into account,
inter alia: shareholder feedback; the prevailing market
conditions; whether the discount is substantial
relative to the Company’s peers; the degree of net
asset value accretion that will result from the buyback
or issuance; the cash resources readily available to
the Company; the immediate pipeline of investment
opportunities open to the Company; the level of the
Company’s existing borrowings; and the working
capital requirements of the Company. The Board will
continue to monitor the discount and the application
of the liquidity policy and will amend the approach to
discount management in response to the prevailing
market conditions and other factors noted above.
The Board will keep shareholders appraised, on
a regular and ongoing basis, of the approach
which it has adopted in implementing this
liquidity policy, principally through commentary
in its Annual and Interim Reports.
Share buybacks – at the Annual General Meeting
held on 2 October 2025 the Company was granted
a general authority to make purchases of up to
41,574,570 shares, being approximately 14.99%
of the issued ordinary share capital as at the date
of the passing of the resolution. This authority
expires at the forthcoming Annual General Meeting.
In exercising the Company’s power to buy back
shares, the Board has complete discretion as to the
timing, price and volume of shares so purchased.
Ifthe Company does purchase its own shares it may
hold them in treasury rather than purchase them for
cancellation. Shares may only be sold from treasury
at a price which, after costs, is not less than the
net asset value per share at the relevant time.
All share repurchases are conducted in accordance
with the Companies Act 2006 and the UK Listing
Rules applicable to closed‑ended investment funds
from time to time and are announced to the market
via a Regulatory Information System on the same or
the following business day.
4,505,000 shares were bought back during the year
under review, being 1.60% of issued share capital at
1June 2025. At 31May 2026 30,636,300 shares
were held in treasury. Between 1June 2026 and
14September 2026 no shares were bought back.
53
Baillie Gifford US Growth Trust plc
The Directors are seeking shareholders’ approval at
the Annual General Meeting to renew the authority
to purchase up to 14.99% of the ordinary shares
in issue (excluding treasury shares) as at the latest
practicable date prior to the publication of the
circular or, if less, up to 14.99% of the ordinary
shares in issue (excluding treasury shares) on
the date on which the authority is granted, such
authority to expire at the date of the Annual
General Meeting in 2027. Such purchases will only
be made at a discount to the prevailing net asset
value. Any such shares which are bought back
may be held in treasury and may subsequently
then either be sold for cash or cancelled.
Share issuance – the Directors will again be
seeking authorities at the forthcoming Annual
General Meeting for issuance and disapplication
of pre‑emption rights to sell any shares held in
treasury and allot new shares at a premium to the
net asset value per share with debt valued at fair
value. These authorities will expire at the conclusion
of the 2027 Annual General Meeting or on the expiry
of 15 months from the passing of the resolutions,
whichever is earlier. Should shareholder approval
be granted it will allow the Directors to issue new
ordinary shares at a premium to net asset value
or C shares convertible into ordinary shares, in
order to satisfy investor demand over the year
should the Company be in a position to do so.
No new ordinary shares will be issued at a price
which (after costs and expenses) is less than the
net asset value per existing ordinary share at the
time of the issue of the new shares, unless the new
shares are first offered pro‑rata to shareholders
on a pre‑emptive basis. C shares will be issued at
a price of £1 per C share. As mentioned above,
the Company has the authority to raise further
funds through the issue of C shares rather than
ordinary shares. C shares are designed to overcome
the potential disadvantages that may arise out
of a fixed price issue of further shares for cash.
These disadvantages relate primarily to the effect
that an injection of substantial uninvested cash
may have on the net asset value per ordinary
share performance of an otherwise fully invested
portfolio (commonly referred to as ‘cash drag’).
During the year to 31May 2026 the Company
issued no shares. Between 1June 2026 and
14 September 2026 no shares were issued.
Borrowings
Borrowings are typically invested in securities when
it is considered that investment grounds merit the
Company taking a geared position to securities.
Gearing levels, and the extent of equity gearing, are
discussed by the Board and Managers at every Board
meeting. The Managers are tasked with ensuring
that gearing is managed efficiently and within the
parameters set by the Board and any loan covenants.
The loan facilities in place during the year to 31 May
2026 are shown in the table below.
Facility
amount
Facility
type Lender Maturing Drawings
$25
million
Revolving
credit
ING Bank N.V. 30July
2026
Fully
drawn
$25
million
Revolving
credit
Royal Bank
of Scotland
International
Limited
18October
2026
Fully
drawn
Subsequent to the year end on 30 July 2026 the
US$25 million three‑year revolving credit facility
with ING Bank N.V., London Branch and the
US$25 million three‑year revolving credit facility
with Royal Bank of Scotland International Limited
maturing on 18October 2026 were refinanced
with a new unsecured US$50million three‑year
revolving credit facility from Royal Bank of Scotland
InternationalLimited.
Performance
At each Board meeting, the Directors consider a
number of performance measures to assess the
Company’s success in achieving its objectives.
Key performance indicators
The key performance indicators (‘KPIs’) used
to measure the progress and performance
of the Company over time are established
industry measures and are as follows:
• the movement in the net asset value per
ordinaryshare;
• the movement in the share price;
• performance compared to the comparative index;
• the premium/discount of the share price to the
net asset value per share; and
• the ongoing charges ratio.
An explanation of these measures can be found in
the Glossary of terms and alternative performance
measures on pages 129 to 132.
The KPIs for the year to 31 May 2026 and since
inception, 23 March 2018, are shown on
pages 26 to 31.
In addition to the above, the Board considers peer
group comparative performance.
Strategic report
Annual Report and Financial Statements 2026
54
Value assessment
Baillie Gifford & Co Limited undertakes regular value assessments of its products. Following the
assessment in 2026, it was concluded that the Company was expected to provide fair value for a
reasonably foreseeable period.
Principal and emerging risks
As explained on pages 77 and 78 there is an ongoing process for identifying, evaluating and managing the
risks faced by the Company on a regular basis. The Directors have carried out a robust assessment of the
principal and emerging risks facing the Company, including those that would threaten its business model,
future performance, regulatory compliance, solvency or liquidity. During the year the Audit Committee, in
conjunction with the Board and the Manager, undertook a full review of the Company’s risk map including
the mitigating factors and controls to reduce the impact of the risks. The Committee continues to closely
monitor these risks along with any other emerging risks as they develop and implements mitigating actions
as necessary. A description of these risks and how they are being managed or mitigated is set out on
pages55 to 58.
During the year, as part of its preparations for the enhanced internal controls reporting requirements under
Provision 29 of the 2024 UK Corporate Governance Code and Provision 34 of the 2024 AIC Code, the
Board reviewed the Company’s principal and emerging risks and the material controls in place to manage or
mitigate those risks. Following this review, the Board concluded that ESG risk, leverage risk and political and
associated economic risk should no longer be presented as standalone principal risks. The Board continues
to monitor these matters, but considers them to be factors which may influence or exacerbate other
principal risks, in particular financial risk, investment strategy risk and emerging risk, rather than discrete
principal risks in their own right. Leverage continues to be monitored through the Company’s financial
risk, liquidity, covenant and stress‑testing controls. ESG matters continue to be considered through the
Managers’ investment, stewardship and engagement processes. Political, geopolitical and macroeconomic
developments continue to be monitored as part of the Board’s review of market conditions, portfolio risk
and emerging risks. Further information on the Board’s approach to risk management and internal controls,
including the Company’s preparations for the enhanced reporting requirements under Provision 29 of the
2024 UK Corporate Governance Code and Provision 34 of the 2024 AIC Code, is set out in the Internal
controls and risk management section on pages 78 and 79.
The Board considers the heightened macroeconomic and geopolitical concerns to be factors which
exacerbate existing risks, rather than discrete risks, within the context of an investment trust. Their impact
is considered within the relevant risks.
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Baillie Gifford US Growth Trust plc
Investment
strategy risk
What is the risk?
Pursuit of an investment
strategy to fulfil the
Company’s objective which
the market perceives to be
unattractive or inappropriate,
or the ineffective
implementation of an
attractive or appropriate
strategy, may lead to reduced
returns for shareholders and,
as a result, a decreased
demand for the Company’s
shares. This may lead to the
Company’s shares trading at a
wide discount to their net
asset value.
How is it managed?
To mitigate this risk, the Board
regularly reviews and monitors
the Company’s objective and
investment policy and strategy,
the investment portfolio and
its performance, the level of
discount/premium to net asset
value at which the shares
trade, feedback from regular
shareholder engagement and
movements in the share register
and raises any matters of concern
with the Managers.
Rating and
change
Current assessment of risk
Risk level: High
This risk is considered to
be stable as there are signs
that the market’s appetite for
growth stocks, typically held
by the Company, is recovering
following the recent period of
heightened macroeconomic
and geopolitical concerns.
It should be noted that the
Company received a requisition
notice from a significant
minority shareholder, Saba
Capital Management, holding a
strategic interest in the shares
of the Company, proposing
the appointments of three
Directors to be put forward
as ordinary resolutions at the
2026 AGM, and should these
Directors be appointed, Saba
Capital Management would
urge the Company to offer a
100% cash exit.
As the outcome of the AGM
cannot be determined with
certainty, there remains a
high level of risk around the
investment strategy.
Financial
risk
What is the risk?
The Company’s assets consist
of securities and its principal
financial risks are therefore
market related and include
market risk (comprising
currency risk, interest rate
risk and other price risk),
liquidity risk and credit risk.
An explanation of those risks
and how they are managed
is contained in note 17 to
the Financial Statements on
pages114 to 121.
The Company’s investment
portfolio may be adversely
affected by market volatility,
changes in investor sentiment
towards growth companies,
movements in sterling against
the US dollar, interest rate
changes or deterioration
in the financial position of
counterparties. The use
of borrowings may also
magnify gains or losses and
may increase liquidity risk if
facilities are not renewed on
acceptable terms.
How is it managed?
The Board has, in particular,
considered the impact of
heightened market volatility
during recent months due to
macroeconomic factors such as
higher inflation, interest
rates and geopolitical concerns.
To mitigate this risk the Board
considers at each meeting various
portfolio metrics including
individual stock performance and
weightings, the top and bottom
contributors to performance,
purchases and sales of investments
and relative sector weightings
against the comparative index. The
portfolio managers provide their
rationale for stock selection
decisions. Acomprehensive
strategy meeting is held annually to
facilitate challenge of the
Company’s strategy. The value of
the Company’s investment portfolio
would be affected by any impact,
positively or negatively, on sterling
but such impact would be partially
offset by the effect of exchange
rate movements on the Company’s
dollar denominated borrowings.
Gearing levels, borrowing
covenants and facility maturities
are monitored regularly and are
subject to periodic stress testing.
Rating and
change
Current assessment of risk
Risk level: High
This risk remains high given
the Company’s exposure to
US growth equities, private
company investments,
currency movements and
periods of market volatility. The
Board considers leverage as
a component of this financial
risk rather than as a separate
principal risk. Gearing was 3%
at the year end, down from 4%
in the prior year.
Decreasing RiskIncreasing Risk Stable Risk
Moderate RiskHigh Risk Low Risk
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Decreasing RiskIncreasing Risk Stable Risk
Moderate RiskHigh Risk Low Risk
Discount
risk
What is the risk?
The discount/premium at
which the Company’s shares
trade relative to their net asset
value can change. A persistent
or widening discount
may undermine investor
confidence and attract activist
shareholders to the register.
Where an activist shareholder
builds a significant holding,
there is a risk that it may
seek to use that position to
advance its own objectives,
which may not be aligned with
the interests of shareholders
as a whole. This may include
seeking shareholder exit
mechanisms, such as a tender
offer or continuation vote,
changes to the Company’s
strategy or governance
arrangements, and/or Board
representation. Shareholders
selling their shares at a wide
discount may receive less
than the net asset value of
thoseshares.
How is it managed?
The Board closely monitors the
level of the Company’s discount/
premium and has authority to
buy back its own shares when
considered to be in the best
interests of the Company and its
shareholders. With the support of
the Managers and the Company’s
broker, the Board also monitors
the share register for activist
shareholders, receives regular
reports on shareholder sentiment
and engages with investors and
professional advisers where
appropriate. The Board considers
additional share buybacks and
other engagement measures as
required. The liquidity policy is set
out on page 52.
Rating and
change
Current assessment of risk
Risk level: Moderate
The Company’s discount
narrowed during the year.
Overthe year to 31May 2026
the Company bought back
4,505,000 shares to be held in
treasury. The Board continues
to monitor the rating of the
Company’s shares closely,
including the interaction
between buybacks, shareholder
sentiment, activist shareholder
activity, liquidity and the level
of private company exposure.
The Board is also mindful
that sustained buybacks may
increase the proportionate
holdings, and therefore the
influence, of shareholders who
do not participate in them,
including activist shareholders.
Accordingly, the Board keeps
both the scale and pace of
buybacks under review, having
regard to their effect on the
share register as well as their
role in supporting liquidity and
the orderly operation of the
market in the Company’s shares.
Private
company
investment
risk
What is the risk?
The Company’s liquidity risk
could be increased by its
investment in private company
securities. These assets may
be more difficult to buy or
sell, so changes in their prices
may be greater than for listed
investments and their valuations
may be perceived to be more
volatile or out of date.
How is it managed?
To mitigate this risk, the Board
considers the private company
securities in the context of the
overall investment strategy
and provides guidance to the
Managers on the maximum
exposure to private company
securities. The investment policy
limits the amount which may
be invested in private company
securities to 50% of the total
assets of the Company in
aggregate, measured at the time
of investment. The Managers
have a robust valuation
methodology, which is applied
consistently. In periods of market
volatility, the Managers’ Private
Company Valuations Group will
perform trigger analyses and, if
appropriate, revalue the relevant
investments. The valuations are
subject to review and challenge by
the Board every six months and
are subject to scrutiny annually by
the external Auditor.
Rating and
change
Current assessment of risk
Risk level: Moderate
Two new private companies
were purchased during the
period. This risk is seen as
stable. At 31May 2026,
private company investments
comprised 45.0% of
totalassets.
57
Baillie Gifford US Growth Trust plc
Regulatory
risk
What is the risk?
Failure to comply with
applicable legal and regulatory
requirements, including
the Companies Act, the UK
Listing Rules, the Market
Abuse Regulation, the UK
Alternative Investment Fund
Managers Regulations and the
requirements for investment
trust status, could lead to
financial penalties, reputational
damage, suspension of the
Company’s listing, a qualified
audit report or adverse tax
consequences.
How is it managed?
To mitigate this risk,
Baillie Gifford’s Business Risk,
Internal Audit and Compliance
departments provide regular
reports to the Audit Committee
on Baillie Gifford’s monitoring
programmes. Major regulatory
change could impose
disproportionate compliance
burdens on the Company. In such
circumstances representation is
made to ensure that the special
circumstances of investment
trusts are recognised. Shareholder
documents and announcements,
including the Company’s
published Interim and Annual
Reports and Financial Statements,
are subject to stringent review
processes and procedures are in
place to ensure adherence to the
Transparency Directive and the
Market Abuse Regulation with
reference to inside information.
Rating and
change
Current assessment of risk
Risk level: Low
All control procedures are
working effectively. The
Board has not identified
any material regulatory
breaches during the year. The
Board continues to monitor
regulatory developments,
including the enhanced
reporting requirements
relating to risk management
and internal controls.
Custody and
Depositary
risk
What is the risk?
Safe custody of the Company’s
assets may be compromised
through control failures by the
Depositary, including breaches
of cyber security.
How is it managed?
To mitigate this risk, the Audit
Committee receives six‑monthly
reports from the Depositary
confirming safe custody of the
Company’s assets held by the
Custodian. Cash and portfolio
holdings are independently
reconciled to the Custodian’s
records by the Managers who
also agree uncertificated private
portfolio holdings to confirmations
from investee companies. The
Custodian’s assured internal
controls reports are reviewed
by Baillie Gifford’s Business Risk
department and a summary
of the key points is reported
to the Audit Committee and
any concerns investigated. In
addition, the existence of assets is
subject to annual external audit.
Rating and
change
Current assessment of risk
Risk level: Low
The Board has not identified
any significant control
failures relating to custody
or depositary arrangements
during the year.
Decreasing RiskIncreasing Risk Stable Risk
Moderate RiskHigh Risk Low Risk
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Annual Report and Financial Statements 2026
58
Key service
provider risk
What is the risk?
The Company has no employees
and relies on Baillie Gifford
as AIFM, Investment Manager
and Company Secretaries,
and on other key third‑party
service providers. Failure by
Baillie Gifford or another key
service provider could lead
to ineffective investment
management, inaccurate
financial reporting, valuation
errors, failure to comply with
legal or regulatory obligations,
operational disruption, loss of
data or reputational damage.
How is it managed?
The Board monitors the
performance of Baillie Gifford and
other key service providers through
regular reporting, Board and Audit
Committee meetings, the annual
review of the Managers, service‑
level arrangements and review
of internal controls reports and
bridging letters. Baillie Gifford’s
Internal Audit, Compliance and
Business Risk functions, and the
AIFM’s permanent risk function,
report regularly to the Audit
Committee. The Board is developing
its material controls framework
as part of its preparations for
compliance with Provision 29 of the
UK Code and Provision 34 of the
AIC Code.
Rating and
change
Current assessment of risk
Risk level: Low
The Board continues to
place particular focus on
the controls operated by
the Investment Manager,
given the extent of services
delegated to Baillie Gifford.
No significant weaknesses
were identified in the year
under review or up to the date
of approval of this Annual
Report.
Cyber
security risk
What is the risk?
A cyber attack on Baillie
Gifford’s network or that of
a third party service provider
could impact the confidentiality,
integrity or availability of data
and systems. Cybercrime,
the misuse of AI, geopolitical
tensions, quantum computing
developments or weaknesses
in third‑party systems could
increase the risk of fraud,
data compromise, operational
disruption or reputational
damage.
How is it managed?
To mitigate this risk, the Audit
Committee reviews reports on
Internal Controls published
by Baillie Gifford and other
third party service providers.
Baillie Gifford’s Business Risk
department reports to the Audit
Committee on the effectiveness
of information security controls
in place at Baillie Gifford and its
business continuity framework.
Cyber security due diligence
is performed by Baillie Gifford
on third party service providers
which includes a review of crisis
management and business
continuity frameworks. Cyber
security and operational resilience
matters are monitored as part
of the Board’s oversight of key
service providers.
Rating and
change
Current assessment of risk
Risk level: High
This risk is seen as high
and increasing. The Board
recognises the increasing
risk that cybercrime and the
misuse of AI could pose to the
Company and its key service
providers, including through
phishing, data compromise,
misinformation, fraud or
disruption to operational
processes.
Emerging risk
As explained on pages 77 and 78 the Board has regular discussions on principal risks and uncertainties,
including any risks which are not an immediate threat but could arise in the longer term. The Board considers
that the key emerging risks arise from the exposure of the investment portfolio to external and emerging
threats such as developing AI and quantum computing capabilities. This is mitigated by the Managers’ close
links to the investee companies and other key third party service providers and their ability to ask questions
on contingency plans. The Managers believe the impact of such events may be to slow growth rather than to
invalidate the investment rationale over the long term.
Decreasing RiskIncreasing Risk Stable Risk
Moderate RiskHigh Risk Low Risk
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Baillie Gifford US Growth Trust plc
Viability statement
Having regard to provision 31 of the 2024 UK
Corporate Governance Code, the Directors have
assessed the prospects of the Company over a five
year period. The Directors continue to consider this
period to be appropriate, as it is reflective of the
longer‑term nature of the Company’s investment
activities and provides an appropriate period over
which to assess its principal and emerging risks.
In making this assessment, the Directors have
considered the Company’s prospects on the basis of
its current investment strategy and objectives, while
recognising that changes to the composition of the
Board, the Company’s management arrangements
and/or its investment strategy or objectives could
arise during the assessment period, including as a
result of shareholder action. The nature, timing and
outcome of any such changes cannot be predicted
with certainty. Accordingly, the Directors have
considered whether the Company would remain
capable of continuing in operation and meeting its
liabilities as they fall due in circumstances where
such changes were to occur. In the absence of
any adverse change to the regulatory environment
and to the favourable tax treatment afforded
to UK investment trusts, the Directors do not
currently expect any such changes, inthemselves,
to affect the Company’s ability to continue to
operate over the five‑year assessment period.
In considering the viability of the Company, the
Directors have conducted a robust assessment of
each of the Company’s principal and emerging risks
and uncertainties as detailed on pages 55 to58.
This has included consideration of risks arising from
shareholder concentration and activist shareholder
activity, including the potential for changes to the
Board, management arrangements or the Company’s
strategy, as well as the impact of market risk,
where a significant fall in American equity markets
would adversely impact the value of the Company’s
investment portfolio. The Directors have also
considered the Company’s leverage and liquidity
in the context of the unsecured floating rate loan
facilities which expired and were refinanced in July
2026, the income and expenditure projections and
the fact that the Company’s investments comprise
mainly readily realisable quoted equity securities
which can be sold to meet funding requirements
if necessary. Specific leverage and liquidity stress
testing was conducted during the year, including
consideration of the risk of market deterioration.
The leverage stress testing identified the impact on
leverage in scenarios where gross assets fall by 25%
and 50%, reflecting a range of market conditions
that may adversely impact the portfolio. The liquidity
stress testing identified the reduction in the value of
assets that can be liquidated within one month that
would result in the value of those assets falling below
the value of the borrowings. The stress testing did
not indicate any matters of concern. In addition, as
substantially all of the essential services required by
the Company are outsourced to third party service
providers, this allows key service providers to be
replaced at relatively short notice where necessary.
Based on the Company’s processes for monitoring
operating costs, share price discount/premium, the
Managers’ compliance with the investment objective,
asset allocation, the portfolio risk profile, leverage,
counterparty exposure, liquidity risk and financial
controls, the Directors have concluded that there is
a reasonable expectation that the Company will be
able to continue in operation and meet its liabilities as
they fall due over the next five years as a minimum.
This assessment has been prepared on the
assumption that the resolutions relating to the
appointment of Directors nominated by Saba Capital
Management (‘Saba’), to be voted on by shareholders
at the 2026 AGM, will not be passed. Therefore, the
100% cash‑exit, publicly proposed by Saba, will not
be implemented. The outcome of the vote on these
resolutions is outside the control of the Board and
there can be no certainty that these resolutions will
fail. If the resolutions were passed, Saba’s publicly
proposed 100% cash‑exit opportunity represents
a reasonably possible subsequent consequence,
although the level of shareholder participation cannot
presently be reliably predicted. Management’s
analysis indicates that a 100% immediate cash exit
is not currently executable in full due to limitations
on distributable reserves, available liquidity and
restrictions affecting the transferability of the
unquoted portfolio. If shareholder participation
exceeded the Company’s estimated immediate
tender capacity, further actions could be required,
including the realisation or permitted transfer of
investments or staged liquidity events, the timing
and consequences of which cannot presently be
determined with sufficient certainty. Accordingly,
the outcome of the vote on these resolutions
represents a material uncertainty in relation to the
Company’s ability to continue in its present form
throughout the period of the viability assessment.
Further details regarding the resolutions
proposed by Saba and the associated
material uncertainty are included in the Going
concern statement on pages 79 and 80.
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60
Promoting the success of the Company
(section 172 statement)
Under section 172 of the Companies Act 2006, the
directors of a company must act in the way they
consider, in good faith, would be most likely to promote
the success of the company for the benefit of its
members as a whole, and in doing so have regard
(amongst other matters and to the extent applicable) to:
a) the likely consequences of any decision in the long
term; b) the interests of the company’s employees; c)
the need to foster the company’s business relationships
with suppliers, customers and others; d) the impact
of the company’s operations on the community and
the environment; e) the desirability of the company
maintaining a reputation for high standards of business
conduct and; f) the need to act fairly as between
members of the company.
In this context and having regard to Baillie Gifford
US Growth being an externally‑managed investment
company with no employees, the Board considers that
the Company’s key stakeholders are its existing and
potential new shareholders, its externally‑appointed
Managers (Baillie Gifford) and other key professional
service providers (corporate broker, registrar,
Auditor, Custodian and Depositary), lenders, portfolio
companies, AIC/industry peers, investment platforms,
wider society and theenvironment.
The Board considers that the interests of the
Company’s key stakeholders are aligned, in terms
of wishing to see the Company deliver sustainable
long‑term growth, in line with the Company’s stated
objective and strategy, and meet the highest standards
of legal, regulatory and commercial conduct, with
the differences between stakeholders being merely a
matter of emphasis on those elements.
The Board’s methods for assessing the Company’s
progress in the context of its stakeholders’ interests are
set out on the following pages.
Stakeholder Why we engage How we engage and what we do
Shareholders Shareholders are, collectively, the Company’s
owners: providing them with a return for their
investment in accordance with the Company’s
investment policy and objective is the reason for
its existence.
The Board places great importance on communication
with shareholders. The Annual General Meeting provides
an opportunity for the Board and Managers to present to
shareholders on the Company’s performance, future plans
and prospects. It also allows shareholders the opportunity
to meet with the Board and Managers and raise questions
and concerns. The Chair and other Directors are available to
meet with shareholders as appropriate. The Managers meet
regularly with shareholders and their representatives, reporting
their views back to the Board. Directors also attend certain
shareholder presentations in order to gauge shareholder
sentiment first hand. Shareholders may also communicate with
members of the Board at any time by writing to them at the
Company’s registered office or to the Company’s broker. These
communication opportunities help inform the Board when
considering how best to promote the success of the Company
for the benefit of shareholders as a whole over the long term.
Baillie Gifford –
Managers and
Secretaries
The Board has delegated the management of the
Company’s portfolio, and the administration of
the Company’s operations, including fulfilment of
regulatory and taxation reporting requirements,
to Baillie Gifford. Baillie Gifford is therefore
responsible for the substantial activities of the
Company and has the most immediate influence on
its conduct towards the other stakeholders, subject
to the oversight and strategic direction provided by
the Board.
The Board seeks to engage with its Managers in a
collaborative and collegiate manner, encouraging open and
constructive discussion and debate, while also ensuring that
appropriate and regular challenge is brought and evaluation
conducted. This approach aims to enhance service levels and
strengthen relationships with the Managers, with a view to
ensuring the interests of the Company’s shareholders are best
served, by keeping cost levels proportionate and competitive,
and by maintaining the highest standards of business conduct.
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Baillie Gifford US Growth Trust plc
Stakeholder Why we engage How we engage and what we do
Portfolio companies As all of the Company’s operations are
conducted by third party service providers, it is
the companies held in its investment portfolio
which have the primary real‑world impact in
terms of social and environmental change,
both positively and negatively, as well as
generating, through their commercial success,
the investment growth sought by the Company’s
shareholders. The investee companies have an
interest in understanding their shareholders’
investment rationale in order to assure
themselves that long‑term business strategies
will be supported.
The Board is cognisant of the need to consider the impact
of the Company’s investment strategy and policy on wider
society and the environment. The Board considers that its
oversight of environmental, social and governance (‘ESG’)
matters is an important part of its responsibility to all
stakeholders. The Board’s review of the Managers includes
an assessment of their ESG approach and its application in
making investment decisions. The Managers’ approach to
stewardship and examples of portfolio company engagement
are set out on pages 20 to 24.
Broker The Company’s broker provides an interface
between the Company’s Board and its
institutional shareholders.
The Company’s broker regularly attends Board meetings,
and provides reports to those meetings, in order to keep
the Board apprised of shareholder and wider market
sentiment regarding the Company. It also arranges forums
for shareholders to meet the Chair, or other Directors,
outwith the normal general meeting cycle.
Registrar The Company’s registrar provides an interface
with those shareholders who hold the
Company’s shares directly.
The Company Secretaries liaise with the registrar to
ensure the frequency and accuracy of communications
to shareholders is appropriate, and monitor shareholder
correspondence to ensure that the level of service provided
by the registrar is acceptable. The Managers’ risk function
reviews the registrar’s internal controls report and reports
on the outcome of this review to the Board.
Auditor The Company’s Auditor has a responsibility to
provide an opinion on the Financial Statements
as set out in the Auditor’s report to the members
on pages 92 to 98.
The Company’s Auditor meets with the Audit Committee
Chair and the Audit Committee, in the absence of the
Managers where deemed necessary, and the Managers
undertake to provide all information requested by the
Auditor in connection with the Company’s annual audit
promptly and to ensure that it is complete and accurate in
all respects.
Depositary
and Custodian
The Depositary and Custodian are responsible
for the safekeeping of the Company’s financial
instruments, as set out in more detail on
page 70.
The Depositary provides the Audit Committee with a report
on its monitoring activities. The Board and Managers seek
to engage with the Depositary and Custodian in a
collaborative and collegiate manner, encouraging open and
constructive discussion and debate, while also ensuring
that appropriate and regular challenge is brought and
evaluation conducted. This approach aims to enhance
service levels and strengthen relationships with the
Depositary and Custodian, with a view to ensuring the
interests of the Company’s shareholders are best served by
keeping cost levels proportionate and competitive, and by
maintaining the highest standards of business conduct.
Lenders Lenders such as banks providing fixed or
revolving credit facilities provide the Company’s
gearing as described on page 53 and have an
interest in the Company’s ongoing financial
health and viability.
The Company’s legal advisers review all legal agreements
in connection with the Company’s debt arrangements
and advise the Board on the appropriateness of the terms
and covenants therein. The Managers and Secretaries
ensure that the frequency and accuracy of reporting
on, for example, covenant certification is appropriate
and that correspondence from the lenders receives a
promptresponse.
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Stakeholder Why we engage How we engage and what we do
AIC/industry peers The Association of Investment Companies (‘AIC’)
and the Company’s investment trust industry
peers have an interest in the Company’s conduct
and performance, as adverse market sentiment
towards one investment trust can affect
attitudes towards the wider industry.
The Board is committed to maintaining the highest
standards of business conduct and, through its ongoing
oversight of the Managers and Secretaries and other key
service providers, seeks to ensure that these standards are
upheld across the Company’s operations. The Company
is a member of the AIC, and the Directors and/or the
Managers and Secretaries (as appropriate) participate
in technical reviews, requests for feedback on proposed
legislation or regulatory developments, corporate
governance discussions and/or training.
Investment platforms Investment platforms provide an interface
with shareholders who invest in the
Company indirectly.
The Managers liaise with the various investment platforms
on strategies for improving communications with the
Company’s shareholders who hold their shares via these
platforms. TheCompany also periodically makes use
of Section 793 of the Companies Act 2006 to identify
underlying shareholders and enable the Board to
communicate directly with these investors. An annual
timetable of key dates is published on the Company’s
website, for the ease of reference of suchshareholders.
Wider society and
the environment
No entity, corporate or otherwise, can exist
without having an influence on the society
in which it operates or utilising the planet’s
resources. Through its third‑party relationships,
as noted above, the Company seeks to be
a positive influence and, in circumstances where
that is not possible, to mitigate its negative
impacts insofar as is possible.
The Board’s and Managers’ interactions with the various
stakeholders as noted above form the principal forms of
direct engagement with wider society and in respect of
the environment (commercial, financial and in terms of
planetary health and resources).
The Board approaches all key decision making with
the interests of the Company and all its shareholders
as the priority.
Key decisions
In addition to ensuring that the Company’s stated
investment objective was being pursued, key
decisions and actions during the year to 31 May 2026
which required the Directors to have regard to
applicable section 172 factors included:
• Share buybacks
The Company bought back 4,505,000 of its own
shares into treasury at a discount to net asset value,
for subsequent reissue. Over the year, the discount
narrowed significantly, moving from 9.4% to 0.1%.
The Company’s buyback strategy takes into account
a broad range of factors, carefully considering and
balancing the positives (in particular, providing
shareholders with additional liquidity for their shares
on terms that enhance net asset value for remaining
shareholders) and any negatives (inparticular, the
impact on portfolio composition and diversification),
as well as having regard to shareholder feedback
regarding discount management.
• Shareholder engagement and marketing
The Board conducted regular meetings with
shareholders during the year to seek their feedback
and understand their views. During the year the
Company hosted an Annual General Meeting
providing shareholders with the opportunity to
engage directly with the Board and the Managers.
AQ&A session was held allowing shareholders to
raise questions and receive detailed responses. The
Board encourages shareholders to attend the 2026
Annual General Meeting. The Board continues to
utilise digital platforms, including the Company
website, todisseminate timely information and
updates. Through these initiatives, the Board has
strengthened its relationship with shareholders,
ensuring their voices are heard and considered in
the Company’s strategic decision‑making process.
The Board remains committed to maintaining
regular, open and transparent communication with
all shareholders.
The Company is part of a marketing programme
which includes all the investment trusts managed by
Baillie Gifford & Co Limited. The marketing strategy
has an ongoing objective to stimulate demand for
the Company’s shares. The Board has committed
63
Baillie Gifford US Growth Trust plc
to an annual marketing budget of £400,000 (see
note 4 to the Financial Statements on page 107).
The cost of this marketing strategy is borne in
partnership by the Company and the Managers with
the Managers matching the Company’s contribution.
The Board is keen to enhance its relationship with
existing shareholders by keeping them informed,
and engaged with the Company’s activities and
performance, whilst also attracting new investors.
The Board recognises the challenges involved
in reaching retail shareholders and continues to
assess how best to interact with this element of
the Company’s shareholder base. To help address
this and to further inform Board decision‑making,
a retail investor survey was issued in March 2026.
The survey provided valuable feedback on a
range of themes, including discount management,
performance and returns, communication and
transparency, support for the current long‑term
investment approach and views on private company
exposure. The Board considered the feedback
carefully as part of its ongoing discussions on
strategy, shareholder engagement, communications
and the management of the Company’s discount.
• Shareholder activism
During the year, the Board devoted significant
time and attention to addressing the challenges
arising from Saba Capital Management LP’s
(‘Saba’) position as a significant shareholder. The
Board sought to identify constructive solutions
capable of balancing the differing interests of
shareholders, including preserving the opportunity
for those wishing to retain long‑term exposure
to the Company’s investment strategy while
providing a meaningful exit opportunity for those
seeking to realise their investment. To this end,
the Board considered in detail a range of potential
corporate actions and put forward a number of
possible solutions in its engagement with Saba.
None of these received Saba’s support and, given
the significance of Saba’s shareholding, the
Board concluded that they could not practicably
be progressed. The options considered included
a potential merger with Edinburgh Worldwide
Investment Trust plc, with the Company as the
continuing vehicle, which the Board believed
could have provided a constructive and pragmatic
solution for both companies and their respective
shareholders. The proposed merger progressed
to heads of terms but was not taken forward
after Saba indicated that it would not support the
transaction. No material costs were incurred by
the Company in exploring the potential merger.
Throughout its consideration of these and other
options, the Board carefully managed the costs
incurred, recognising that any proposal progressed
to implementation would, where required, be
subject to shareholder approval. The Board’s
objective throughout was to seek a fair balance
between the interests of different shareholder
groups and to act in the best interests of
shareholders as a whole.
• Board performance
In a commitment to uphold the highest standards
of corporate governance and enhance board
performance, the Board undertook a performance
evaluation during the year. This was aimed at
providing an objective assessment of the Board’s
effectiveness and identifying areas for improvement.
By addressing the identified areas for improvement,
the Board aims to further enhance its governance
practices and better serve the interests of
shareholders. The Board is committed to maintaining
transparency, accountability and excellence in
governance. More information on the evaluation
process can be found on page 77.
• Board composition
The Board continued to review its composition,
succession planning and effectiveness during the
year, with a focus on maintaining the appropriate
balance of skills, experience, independence and
diversity to support the long‑term success of the
Company. Further information on the Board’s
approach to diversity, including its objectives and
the considerations informing Board appointments,
is set out in the Board Diversity section on
page76. Following the prior year, during which the
Board had noted that it was actively reviewing its
composition and succession planning, the Board
progressed this work through the appointment
of Ms Flockhart as a Director of the Company.
Fletcher Jones, an external search consultancy,
was used in the appointment of Ms Flockhart as a
non‑executive Director. Fletcher Jones has no other
connection with the Company or the Directors. The
Board considered the appointment to be in the best
interests of shareholders as a whole, strengthening
the Board’s ability to provide independent
judgement, constructive challenge and effective
stewardship of the Company. MsFlockhart will
be subject to election by shareholders at the
forthcoming Annual General Meeting.
Strategic report
Annual Report and Financial Statements 2026
64
Employees, human rights and
communityissues
The Board recognises the requirement to provide
information about employees, human rights and
community issues. The Company has no employees.
All its Directors are non‑executive and all its functions
are outsourced. There are, therefore, no disclosures
to be made in respect of employees, human rights
and community issues.
Board representation
At 31May 2026 the Board comprised five Directors,
three male and two female. The Company had no
employees. The Board’s policy and disclosures on
diversity are set out on page 76.
Environmental, social and governance policy
Details of the Company’s policy on socially responsible
investment can be found under ‘Corporate governance
and stewardship’ on page 81 and the Managers’
approach to stewardship and examples of portfolio
company engagement are set out on pages 20 to 24.
The Company considers that it does not fall within
the scope of the Modern Slavery Act 2015 and it
is not, therefore, obliged to make a slavery and
human trafficking statement. In any event, the
Company considers its supply chains to be of low
risk as its suppliers are typically professional
advisers. A statement by the Managers under the
Act has been published on the Managers’ website
at bailliegifford.com.
Future developments of the Company
The outlook for the Company for the next year is set
out in the Chair’s statement on pages 7 to 10 and in
the Managers’ review on pages 11 to 19.
The Strategic report which includes pages 7 to 64
was approved by the Board on 16 September 2026.
Tom Burnet
Chair
This Governance report, which
includes pages 66 to 90 outlines
the Board’s approach to the
governance of your Company.
We believe that good governance
builds better outcomes and we
are committed to high standards
of corporate governance and
transparency.
Governance
report
Governance report
Annual Report and Financial Statements 2026
66
Directors and
management
Tom Burnet
Chair
Appointed 2018
Tom Burnet was appointed a Director and Chair on 5March 2018 and is
also Chair of the Nomination Committee. He is a non‑executive director
of CT Private Equity Trust PLC. Tom is also chair and non‑executive
Director of a privately owned technology business. Previously, Tomwas
managing director of Serco’s Defence Services division. He started his
career as an Army Officer serving in the Black Watch (R.H.R.), having
graduated with an MBA from the University ofEdinburgh.
Sue Inglis
Director
Appointed 2018
Sue Inglis was appointed a Director on 5March 2018 and is the Senior
Independent Director. She has a wealth of experience from more
than 30 years advising listed investment companies and financial
institutions. Before embarking on a non‑executive career, her
executive roles included managing director – Corporate Finance in the
Investment Companies teams at Cantor Fitzgerald Europe (2012–2018)
and Canaccord Genuity (2009–2012). Sue is a qualified lawyer, and
was a partner and head of the funds and financial services group at
Shepherd & Wedderburn, a leading Scottish law firm. In 1999 she was a
founding partner of Intelli Corporate Finance, an advisory boutique firm
focusing on the asset management and investment company sectors,
which was acquired by Canaccord Genuity in 2009. Sue is currently
a non‑executive director of CT Global Managed Portfolio Trust PLC,
Seraphim Space Investment Trust PLC and ProMarine AG. She is also
chair of Invesco Global Equity Income Trust PLC.
Graham Paterson
Director
Appointed 2018
Graham Paterson was appointed a Director on 5March 2018 and is
Chair of the Audit Committee. He is an investment and financial services
professional with over 20 years’ experience in the private equity industry.
A chartered accountant, Graham was one of the founding partners of SL
Capital Partners LLP (formerly Standard Life Investments (Private Equity)
Ltd), where he was a partner and board member until 2010. During his
13years at SL Capital, he was one of the managers of Standard Life Private
Equity Trust plc and was a member of the advisory boards to a number of
leading private equity fund managers. In 2013, Graham co‑founded TopQ
Software Ltd, a technology company which develops software for the
private equity industry. TopQ Software was acquired by eVestment Inc (now
part of NASDAQ Inc) in 2015, where Graham was a director of the private
markets data and analytics business until early 2018. Graham is currently
Senior Independent Director of The Income & Growth VCT plc and a
non‑executive director of Artemis UK Future Leaders plc, Diaceutics PLC
and HgCapital Trust plc.
67
Baillie Gifford US Growth Trust plc
Chris van der Kuyl
Director
Appointed 2021
Chris van der Kuyl was appointed a Director on 1June 2021. He is one of
Scotland’s leading entrepreneurs working across the technology, media,
gaming and entertainment sectors. Chris is most notably co‑founder
and chair of multiple award‑winning games developer 4J Studios, best
known for developing Minecraft for Microsoft, Sony and Nintendo games
consoles. He and fellow co‑founder, Paddy Burns, launched Chroma
Ventures, the investment arm of 4J Studios, in 2021. Chris is also chair
of Broker Insights, Stormcloud Games and Ace Aquatec and sits on
the boards of Blippar, Ant Workshop, Parsley Box Plc and Chroma
Developments. Alongside his commercial roles, he was the founding
chair of Entrepreneurial Scotland and is currently a member of multiple
advisory and local charity boards.
Liz Flockhart
Director
Appointed 2025
Liz Flockhart was appointed a Director on 1 November 2025. She is
an experienced investment professional with over 20 years in fund
management and investment oversight. After qualifying as a chartered
accountant, Liz started her investment career as a fund manager at
Martin Currie plc before moving to Standard Life plc, latterly Aberdeen
plc as Global Head of Oversight. She led a team responsible for the
oversight of public market assets, including investment trusts. Currently,
Liz is a Trustee Director, Chair of Audit and member of the Investment
Committee for the Nuclear Liabilities Fund, a £20 billion trust set
aside for decommissioning costs in the United Kingdom. She is also a
non‑executive Director on the Board of Pembroke VCT plc.
All the Directors above and on the prior page served on the Board
throughout the year with the exception of Ms Flockhart who was
appointed in November 2025. All Directors are non‑executive and, in the
opinion of the Board, are independent of the Managers. All Directors are
members of the Nomination and Audit Committees.
Governance report
Annual Report and Financial Statements 2026
68
Managers and secretaries
The Company has appointed Baillie Gifford & Co Limited, a wholly
owned subsidiary of Baillie Gifford & Co, as its Alternative Investment
Fund Manager and Company Secretaries. Baillie Gifford & Co
Limited has delegated portfolio management services to Baillie
Gifford & Co. Dealing activity and transaction reporting have been
further sub‑delegated to Baillie Gifford Overseas Limited and Baillie
Gifford Asia (Hong Kong) Limited. Baillie Gifford & Co is an investment
management firm formed in 1927 out of the legal firm Baillie & Gifford,
WS, which had been involved in investment management since 1908.
Baillie Gifford is one of the largest investment trust managers in the UK
and currently manages twelve closed‑ended investment companies.
Baillie Gifford also manages open‑ended investment companies,
together with investment portfolios on behalf of pension funds,
charities and other institutional clients, both in the UK and overseas.
Funds under the management or advice of Baillie Gifford totalled
around £197 billion as at 30 June 2026. Based in Edinburgh, it is one
of the leading privately owned investment management firms in the
UK, with 59partners and a staff of around 1,600.
Baillie Gifford & Co Limited and Baillie Gifford & Co are both
authorised and regulated by the Financial Conduct Authority.
Gary Robinson
Portfolio manager
Appointed 2018
Gary is a partner and US Equity Growth investment manager. Gary
joined Baillie Gifford in 2003 and spent time working in the Japanese,
UK and European Equity teams before moving to the US Equity Team
in 2008. Gary is a generalist investor but retains a special interest in
the healthcare sector, dating back to his undergraduate degree. He
graduated MBiochem in Biochemistry from Oxford University in 2003.
Kirsty Gibson
Portfolio manager
Appointed 2021
Kirsty is a partner and investment manager in the US Equity Growth
team. Kirsty joined Baillie Gifford in 2012 and began her career on the
US Equity team, moving on to spend several years in the small and large
cap global equities departments, before returning to the US Equity team.
She graduated MA (Hons) in Economics in 2011 and MSc in Carbon
Management in 2012, both from the University of Edinburgh.
Portfolio managers
69
Baillie Gifford US Growth Trust plc
Directors’
report
The Directors present their
report together with the Financial
Statements of the Company for
the year to 31May 2026.
Corporate governance
The Corporate governance report is set out on
pages73 to 81 and forms part of this report.
Managers and Company Secretaries
Baillie Gifford & Co Limited, a wholly owned
subsidiary of Baillie Gifford & Co, has been
appointed as the Company’s Alternative Investment
Fund Manager (‘AIFM’) and Company Secretaries.
Baillie Gifford & Co Limited has delegated portfolio
management services to Baillie Gifford & Co. Dealing
activity and transaction reporting have been further
sub‑delegated to Baillie Gifford Overseas Limited and
Baillie Gifford Asia (Hong Kong) Limited.
The Investment Management Agreement between
the AIFM and the Company sets out the matters over
which the Managers have authority in accordance
with the policies and directions of, and subject to
restrictions imposed by, the Board. The Investment
Management Agreement is terminable on not less
than six months’ notice. Compensation fees would
only be payable in respect of the notice period if
termination by the Company were to occur within a
shorter notice period.
The annual management fee is 0.70% on the first
£100 million of net assets, 0.55% on the next £900
million of net assets and 0.50% on the remaining
net assets. Management fees are calculated and
payable quarterly. The Board is of the view that
calculating the fee with reference to performance
would be unlikely to exert a positive influence on
performance.
The Board as a whole fulfils the functions of the
Management Engagement Committee. The Board
considers the Company’s investment management
and secretarial arrangements on a continuing basis
and a formal review is conducted at least annually.
Governance report
Annual Report and Financial Statements 2026
70
The Board considers, amongst others, the following
topics in its review:
• the quality of the personnel assigned to handle the
Company’s affairs;
• the investment process and the results achieved to
date;
• the secretarial administrative services provided by
the Secretaries;
• the marketing effort undertaken by the Managers;
and
• comparative peer group charges and fees.
Following the most recent review, it is the opinion
of the Directors that the continuing appointment of
Baillie Gifford & Co Limited as AIFM and Company
Secretaries and the delegation of the investment
management services to Baillie Gifford & Co, and
the further sub‑delegation of dealing activity and
transaction reporting to Baillie Gifford Overseas
Limited and Baillie Gifford Asia (Hong Kong) Limited,
on the terms agreed, is in the interests of the Company
and the shareholders as a whole due to the strength
of the investment management team, the Managers’
commitment to the investment trust sector, the quality
of the secretarial and administrative functions and the
marketing efforts undertaken by the Managers.
Depositary
In accordance with the UK Alternative Investment
Fund Managers Regulations, the AIFM must appoint
a Depositary to the Company. The Bank of New York
Mellon (International) Limited has been appointed as
the Company’s Depositary.
The Depositary’s responsibilities include cash
monitoring, safe keeping of the Company’s financial
instruments, verifying ownership and maintaining
a record of other assets and monitoring the
Company’s compliance with investment limits and
leverage requirements. The custody function is
also undertaken by The Bank of New York Mellon
(International) Limited (the ‘Custodian’).
Directors
The names and biographical details of the Board
members who served on the Board as at the year
end and up to the date the Financial Statements
were signed can be found on pages 66 and 67.
Each Director shall retire from office at each Annual
General Meeting and, if appropriate, offer
themselves for re‑election.
The Board notes the significant proportion of votes
cast against the resolutions to re‑elect the Board
at the Annual General Meeting held on 2 October
2025, the substantial majority of which were
attributable to one shareholder. The Board takes this
feedback seriously and, following the AGM, sought
to engage directly with that shareholder to better
understand its views. The shareholder declined
the Board’s request for a meeting. The Board has
nevertheless continued to consider the views
expressed by shareholders and their representatives.
During the year, the Board strengthened its
engagement with shareholders through regular
meetings and ongoing communications to better
understand shareholder views. A retail investor
survey also provided valuable feedback on
governance, Board effectiveness, communications,
discount management and the Company’s long‑term
strategy. These activities have informed the Board’s
discussions and decision‑making.
In addition, the Board undertook a formal
performance evaluation and continued to review
its composition and succession planning to ensure
it has the appropriate balance of skills, experience
and independence. The Board concluded that
the performance of the Directors continues to
be effective and each remains committed to the
Company. The Board greatly values Mr Paterson’s
contribution during his tenure. As Mr Paterson
is not standing for re‑election, no resolution for
his re‑election will be proposed at the Annual
General Meeting. Ms Flockhart will stand for
election by shareholders for the first time, and the
Board recommends her election. The Board also
recommends the re‑election of all other Directors
standing for re‑election.
The Board remains committed to maintaining
open dialogue with shareholders and ensuring
their feedback continues to inform its actions and
decision‑making.
Directors’ indemnity and insurance
The Company has entered into qualifying third party
deeds of indemnity in favour of each of its Directors.
The deeds, which were in force during the year to
31May 2026 and up to the date of approval of this
report, cover any liabilities that may arise to a third
party, other than the Company, for negligence,
default or breach of trust or duty. The Directors
are not indemnified in respect of liabilities to the
Company, any regulatory or criminal fines, any costs
incurred in connection with criminal proceedings in
which the Director is convicted or civil proceedings
brought by the Company in which judgement is
given against him or her. In addition, the indemnity
does not apply to any liability to the extent that it is
recovered from another person.
71
Baillie Gifford US Growth Trust plc
The Company maintains Directors’ and Officers’
liability insurance.
Conflicts of interest
Each Director submits a list of potential conflicts of
interest to the Nomination Committee on an annual
basis. The Committee considers these carefully,
taking into account the circumstances surrounding
them, and makes a recommendation to the Board
on whether or not the potential conflicts should
be authorised. Board authorisation is for a period
of oneyear.
Having considered the lists of potential conflicts
there were no situations which gave rise to a direct
or indirect interest of a Director which conflicted
with the interests of the Company.
Share capital
Capital structure
The Company’s capital structure (excluding treasury
shares) as at 31May 2026 consisted of 276,723,700
ordinary shares of 1p each (see note 12 to the
Financial Statements on page 112). At 31May 2026,
30,636,300 shares were held in treasury. There are
no restrictions concerning the holding or transfer
of the Company’s ordinary shares and there are no
special rights attached to any of the shares.
Dividends
The ordinary shares carry a right to receive
dividends. Interim dividends are determined by the
Directors, whereas any proposed final dividend is
subject to shareholder approval. The Company’s
objective is to produce capital growth and the policy
is only to distribute, by way of a final dividend, the
minimum permissible to maintain investment trust
status. No dividends were declared during, or in
respect of, the period.
Capital entitlement
On a winding up, after meeting the liabilities of the
Company, the surplus assets will be paid to ordinary
shareholders in proportion to their shareholdings.
Voting
Each ordinary shareholder present in person or by
proxy is entitled to one vote on a show of hands and,
on a poll, to one vote for every share held.
Major interests disclosed in the Company’s shares
Name
Ordinary
1p shares
disclosed at
31May 2026
% of issue at
31May 2026
Saba Capital Management,
L.P. (indirect)
80,278,061 29.0
Bank of America Corporation
(indirect)
20,456,435 7. 4
RBC Europe Limited (indirect) 14,305,727 5.2
Subsequent to the period end on 11 September
2026, the Company received notification that Bank
of America Corporation held 17,097,681 shares,
being 6.2% of shares in issue at 31 May 2026. The
Company also received notification on 10 September
2026, that Sessa Capital IM, L.P. held 14,022,582
shares being 5.1% of shares in issue as at 31 May
2026. There have been no further notifications of
major interests in the Company’s shares intimated
up to 14September2026.
Analysis of shareholders at 31May
2026
Number of
shares held
2026
%
2025
Number of
shares held
2025
%
Institutions 105,383,844 38.1 103,539,816 36.8
Intermediaries 142,316,182 51.4 164,210,562 58.4
Individuals 327,314 0.1 407,605 0.1
Marketmakers 28,696,360 10.4 13,070,717 4.7
276,723,700 100.0 281,228,700 100.0
Financial instruments
The Company’s financial instruments comprise
its investment portfolio, cash balances, bank
borrowings and debtors and creditors that arise
directly from its operations such as sales and
purchases awaiting settlement and accrued income.
The financial risk management objectives and
policies arising from its financial instruments and the
exposure of the Company to risk are disclosed in
note 17 to the Financial Statements on pages114
to121.
Articles of Association
The Company’s Articles of Association may only be
amended by special resolution at a general meeting
of shareholders.
Governance report
Annual Report and Financial Statements 2026
72
Disclosure of information to Auditor
The Directors confirm that so far as each of
the Directors is aware there is no relevant audit
information of which the Company’s Auditor is
unaware and the Directors have taken all the
steps that they ought to have taken as Directors
in order to make themselves aware of any relevant
audit information and to establish that the
Company’s Auditor is aware of that information.
Independent Auditor
The Auditor, Ernst & Young LLP, is willing to
continue in office and, in accordance with section
489 and section 491(1) of the Companies Act
2006, resolutions concerning Ernst & Young LLP’s
reappointment and remuneration will be submitted
to the Annual General Meeting.
Post balance sheet events
On 21 August 2026, the Company received a
requisition notice from Saba Capital Management
requesting that the appointment of three Directors
be put forward as ordinary resolutions at the
2026 AGM. Saba subsequently stated that, if the
nominated Directors were appointed, they would
urge the Company to offer a 100% cash exit. No
such proposal has been approved or committed
to and, at the date of approval of the Financial
Statements, the outcome of the resolutions, the
level of shareholder participation in any subsequent
cash exit and its financial consequences cannot be
determined with sufficient certainty. Further details
are set out in the Going Concern statement on
page79.
The Directors confirm that there have been no post
Balance Sheet events which require adjustment
of the Financial Statements or notes thereto up to
14September 2026.
Greenhouse Gas Emissions and Streamlined
Energy and Carbon Report (‘SECR’)
All of the Company’s activities are outsourced
to third parties. The Company therefore has no
greenhouse gas emissions to report from its
operations, nor does it have responsibility for
any other emissions producing sources under
the Companies Act 2006 (Strategic Report and
Directors’ Report) Regulations 2013. For the reasons
set out above, the Company considers itself to be
a low energy user and, therefore, is not required to
disclose energy and carbon information under the
SECR regulations.
Bribery Act
The Company has a zero tolerance policy towards
bribery and is committed to carrying out business
fairly, honestly and openly. The Managers also adopt
a zero tolerance approach and have policies and
procedures in place to prevent bribery.
Criminal Finances Act 2017
The Company has a commitment to zero tolerance
towards the criminal facilitation of tax evasion.
On behalf of the Board
Tom Burnet
Chair
16 September 2026
73
Baillie Gifford US Growth Trust plc
Corporate
governancereport
Compliance
The Board confirms that the Company has complied throughout the
year under review with the relevant provisions of the Code (with the
exception of the membership of the Audit Committee noted below) and
the recommendations of the AIC Code. The Code includes provisions
relating to the role of the chief executive, executive directors’
remuneration and the need for an internal audit function. Given that
the Company is an externally managed investment trust, the Board
considers these provisions are not relevant to the Company. The
need for an internal audit function specific to the Company has been
addressed on page 83. Although the AIC Code permits the Chair of
the Board to be a member of the Audit Committee, the Code does not.
The Board believes it is appropriate for Mr TJW Burnet to be a member
of the Audit Committee due to the small size of the Board and his
knowledge, experience and professional expertise being a significant
benefit to the Committee. Mr TJW Burnet was and continues to be
considered independent.
The Board
The Board has overall responsibility for the Company’s affairs. It has a
number of matters formally reserved for its approval including strategy,
investment policy, currency hedging, gearing, treasury matters,
dividend and corporate governance policy. A separate strategy session
is held annually. The Board also reviews the Financial Statements,
investment transactions, revenue budgets and performance of the
Company. Full and timely information is provided to the Board to enable
the Board to function effectively and to allow Directors to discharge
their responsibilities.
At 31May 2026 the Board comprised five Directors all of whom are
non‑executive.
The Chair, Mr TJW Burnet, is responsible for organising the business of
the Board, ensuring its effectiveness and setting its agenda.
The executive responsibilities for investment management have been
delegated to the Company’s Alternative Investment Fund Manager
(‘AIFM’), Baillie Gifford & Co Limited, and, in the context of a Board
comprising entirely non‑executive Directors, there is no chief executive
officer. The Senior Independent Director is Ms SP Inglis.
The Board is committed to
achieving and demonstrating
high standards of corporate
governance. The Association of
Investment Companies (‘AIC’)
Code of Corporate Governance
(‘AIC Code’) provides a framework
of best practice for investment
companies and can be found
at theaic.co.uk. The Financial
Reporting Council (‘FRC’) has
confirmed that AIC members who
report against the AIC Code, as is
the case with the Company, will
be meeting their obligations in
relation to the 2024 UK Corporate
Governance Code (the UK ‘Code’),
which can be found at frc.org.uk.
Governance report
Annual Report and Financial Statements 2026
74
Board of Directors
Comprises independent
non‑executive directors*
Chair: Tom Burnet
Senior Independent Director:
Sue Inglis
Audit
Committee
Chair: Graham Paterson
†
Purpose: The primary purpose of the
Company’s Audit Committee is to provide
oversight of the financial reporting process,
the audit process, the Company’s system
of internal controls and compliance with
laws and regulations.
Nomination
Committee
Chair: Tom Burnet
Purpose: The main purpose of the
Nomination Committee is to oversee Board
recruitment and succession planning as
well as Board appraisals including
identifying training needs.
Third‑party service providers
appointed by the Board
Ernst & Young LLP
Auditor
The Bank of
New York Mellon
(International)
Limited
Depositary and Custodian
Computershare
Investor Services
PLC
Registrar
Baillie Gifford & Co
Alternative Investment Fund
Manager and Company Secretaries:
Baillie Gifford & Co Limited (wholly
owned subsidiary of Baillie Gifford & Co)
Dealing activity and transaction reporting:
Baillie Gifford Overseas Limited and
Baillie Gifford Asia (Hong Kong) Limited
Portfolio management:
Baillie Gifford & Co
Panmure
Liberum Limited
Company broker
Dashed arrows indicate reporting lines
*
The independent non‑executive Directors are made up of Tom Burnet, Liz Flockhart, Sue Inglis, Chris van der Kuyl and Graham Paterson.
Further details on their experience and contribution to the Board can be found on pages 66 and 67.
†
Mr GD Paterson intends to stand down at the conclusion of the 2026 Annual General Meeting with Ms EJ Flockhart assuming the role of Audit
Committee Chair.
75
Baillie Gifford US Growth Trust plc
The Directors believe that the Board has a balance
of skills and experience which enable it to provide
effective strategic leadership and proper governance
of the Company. Information about the Directors,
including their relevant experience, can be found on
pages 66 and 67.
There is an agreed procedure for Directors to seek
independent professional advice if necessary at the
Company’s expense. No such advice was sought in
the year to 31May 2026 or 31May 2025.
Appointments to the Board
The terms and conditions of Directors’ appointments
are set out in formal letters of appointment which are
available for inspection on request.
Under the provisions of the Company’s Articles of
Association, a Director appointed during the period is
required to retire and seek election by shareholders at
the next Annual General Meeting. In accordance with
the Code, all Directors will retire from office at each
Annual General Meeting and, if appropriate, offer
themselves for re‑election.
The reasons why the Board supports the Directors’
election/re‑election are set out on page 70 and in
the circular, including the Notice of Annual General
Meeting to be published in due course.
Directors are not entitled to any termination
payments in relation to their appointment.
Chair and Directors’ tenure
The Nomination Committee has considered the
question of tenure for Directors and has concluded
that there should not be a set maximum time limit
for a Director or Chair to serve on the Board. The
Nomination Committee keeps under review the
balance of skills, knowledge, experience, performance
and length of service of the Directors ensuring
the Board has the right combination of skills and
preservation of knowledge and experience balanced
with the appointment of new Directors bringing in
fresh ideas and perspective. The Chair and Senior
Independent Director intend to step down from the
Board subsequent to their ninth anniversary on the
Board. The Board is committed to ensuring a smooth
transition that preserves continuity while bringing
fresh perspectives and experience to the Board’s
deliberations. Mr GD Paterson intends to stand down
at the conclusion of the 2026 Annual General Meeting
with Ms EJ Flockhart assuming the role of Audit
Committee Chair.
Independence of Directors
All of the Directors are considered by the Board to
be independent of the Managers and free of any
business or other relationship which could interfere
with the exercise of their independent judgement.
The Directors recognise the importance of
succession planning for company boards and review
the Board composition annually. The Board is of
the view that length of service will not necessarily
compromise the independence or contribution of
Directors of an investment trust company, where
continuity and experience can be a benefit to the
Board.
Following formal performance evaluation the Board
considers that each Director continues to be
independent in character and judgement and their skills
and experience are a significant benefit to theBoard.
Meetings
There is an annual cycle of Board meetings which is
designed, in particular, to address, in a systematic
way, overall strategy, review of investment policy,
investment performance, marketing, revenue
budgets, liquidity policy, dividend policy and
communication with shareholders. In addition to
these scheduled meetings, the Board met, either
formally or informally, on a significant number of
additional occasions during the year to consider,
amongst other matters, corporate strategy and
potential associated transactions, investor feedback,
and Director succession planning and recruitment.
The Board considers that it meets sufficiently
regularly to discharge its duties effectively. The
following table shows the attendance record for the
Board and Committee meetings held during the year,
excluding ancillary and sub‑committee meetings.
The Annual General Meeting was attended by all the
Directors.
Directors’ attendance at meetings
Board
Audit
Committee
Nomination
Committee
Number of meetings 4 4 1
TJW Burnet 4 3 1
SP Inglis 4 4 1
GD Paterson 4 4 1
CRD van der Kuyl 4 4 1
EJ Flockhart* 3 2 1
* Ms EJ Flockhart was appointed to the Board on 1 November 2025.
Governance report
Annual Report and Financial Statements 2026
76
Nomination Committee
The Nomination Committee consists of the whole
Board due to its relatively modest size. The Chair of
the Board is Chair of the Committee. The Committee
meets on an annual basis and at such other times as
may be required. The Committee has written terms of
reference which include reviewing the composition of
the Board, identifying and nominating new candidates
for appointment to the Board, Board appraisal, Board
independence, succession planning and training.
The Committee also considers whether Directors
should be recommended for election or re‑election
by shareholders. The Committee is responsible for
considering Directors’ potential conflicts of interest and
for making recommendations to the Board on whether
or not the potential conflicts should be authorised.
The Committee’s terms of reference are available on
request from the Company and on the Company
website at bgusgrowthtrust.com.
Board diversity
Diversity policy
Appointments to the Board are made on merit with
due regard for the benefits of diversity including
gender, social and ethnic backgrounds and cognitive
and personal strengths. The priority in appointing
new Directors is to identify the candidate with the
best range of skills and experience to complement
existing Directors, with a view to ensuring that the
Board remains well placed to help the Company
achieve its investment and governance objectives.
The following disclosures are provided in respect of
the UK Listing Rules targets that: i) 40% of a board
should be women; ii) at least one senior role should be
held by a woman; and iii) at least one board member
should be from a non‑white ethnic background, as
defined by the Office of National Statistics (ONS)
criteria. Gender and ethnic‑background data were
collected through voluntary self‑identification by
each director as at 31 May 2026, using the categories
prescribed by the UK Listing Rule.
The breakdown of gender diversity and ethnic
background on the Board is shown below.
Gender Number
% of the
Board
Senior
roles
Men 3 60% 1*
Women 2 40% 1*
5 100%
* The Board Chair and SID, being senior positions in accordance with the UK
Listing Rules. The Board also considers the Nomination Committee and
Audit Committee Chairs to be senior positions. The Nomination Committee
Chair is also the Board Chair. The Audit Committee Chair is a man.
Ethnic background Number
% of the
Board
Senior
roles
White British or Other
White (including minority
white groups)
5 100% 2*
5 100%
* The Board Chair and SID, being senior positions in accordance with the
UK Listing Rules. The Board also considers the Nomination Committee
and Audit Committee Chairs to be senior positions. The Nomination
Committee Chair is also the Board Chair. The Audit Committee Chair’s
ethnic background is White.
As at 31May 2026, the Board did not comply with
the UK Listing Rule target with respect to ethnic
background. While the search for an Audit Committee
Chair elect initially focused on candidates from
non‑white ethnically diverse backgrounds, the
Board ultimately determined that the strongest
candidate was one with particular experience in
risk management, private company valuations
and investment companies, whose broader skills,
knowledge and experience would complement and
strengthen those of the existing Board and who would
be well placed to succeed Mr GD Paterson as Chair
of the Audit Committee. The Board supports all the
UK Listing Rule diversity targets and will continue to
take these targets into consideration during ongoing
succession planning. The Board meets the UK Listing
Rules target for a woman holding a senior role on
the Board (MsSPInglis is the Senior Independent
Director). Asan externally managed investment
company with no chief executive officer (CEO) or
chief financial officer (CFO), the Board considers
the Chairs of the Audit Committee and Nomination
Committee to be senior roles in addition to the roles
of Senior Independent Director and Board Chair
identified as such by the FCA.
Board composition
In order to fulfil its obligations, the Board recognises
the importance of having a range of skilled and
experienced Directors, balancing the benefits of
length of service and knowledge of the Company
with the desirability of ensuring regular refreshment
of the Board.
The Board reviewed the composition of the Board
during the year in consideration of succession
planning and developing a diverse pipeline.
The intention is that Director retirements will be
staggered to maintain appropriate experience and
diversity and facilitate effective succession. The Chair
and Senior Independent Director intend to step down
from the Board subsequent to their ninth anniversaries.
Accordingly, following the 2026 Annual General
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Baillie Gifford US Growth Trust plc
Meeting, the Board will commence a formal succession
planning process for their future retirements. This
process will consider the balance of skills, experience
and perspectives required to support the Company’s
strategy and provide effective oversight on behalf of
shareholders.
As part of this process, the Board will consider its
compliance with the UK Listing Rules relating to
ethnic diversity, alongside other aspects of diversity,
recognising the benefits that a broad range of
backgrounds, skills and perspectives bring to Board
discussions and decision‑making. Appointments will
be made on merit, with the objective of identifying the
candidates best placed to contribute to the Company’s
long‑term success.
Performance evaluation
During the year the Board undertook a performance
evaluation of the Chair, each Director, the Board as a
whole and its Committees. The surveys provided were
tailored to the specific needs of the Company. The
surveys addressed, amongst otherissues:
• the competence and performance of the Board;
• overall strategic and corporate issues;
• shareholder value and engagement;
• governance;
• process and style of meetings;
• contribution made to Board Committees; and
• appraisal of the Chair and the Chairs of Board
Committees.
Each Director and the Chair completed the surveys
and the results were discussed and reviewed by
the Board. The appraisal of the Chair was led by
MsSPInglis, the Senior Independent Director.
Following this process it was concluded that the
performance of each Director, the Chair, the Board
and its Committees continues to be effective and
each Director and the Chair remains committed to
theCompany.
A review of the Chair’s and other Directors’
commitments was carried out on 13 April 2026 and
the Nomination Committee is satisfied that they are
capable of devoting sufficient time to the Company.
There were no significant changes to the Chair’s
other commitments during the year. In addition
to the continuing elevated level of shareholder
engagement following the requisitioned general
meeting held in February 2025, as noted under
‘Meetings’ on page 75, the Board met, either formally
or informally, on a significant number of additional
occasions during the year to consider matters
requiring attention between scheduled meetings.
The Board considers that the time and commitment
demonstrated by the Directors throughout the
year provide clear evidence of their capacity and
willingness to devote substantial additional time to
the Company when required, with the overriding
objective of protecting the interests of shareholders.
The Board intends that should the Company remain
a constituent of the FTSE 350 Index an independent
external agency will be engaged to carry out the
evaluation in 2028.
Induction and training
New Directors are provided with an induction
programme which is tailored to the particular
circumstances of the appointee. Regular briefings
were provided during the year on industry and
regulatory matters. Directors receive other relevant
training as necessary.
Remuneration
As all the Directors are non‑executive, there is
no requirement for a separate Remuneration
Committee. Directors’ fees are considered
by the Board as a whole within the limits
approved by shareholders. The Company’s
policy on remuneration is set out in the Directors’
Remuneration report on page 86.
Audit Committee
The report of the Audit Committee is set out on
pages 82 to 84.
Internal controls and risk management
The Directors acknowledge their responsibility
for the Company’s risk management and
internal controls systems and for reviewing their
effectiveness. The systems are designed to manage
rather than eliminate the risk of failure to achieve
business objectives and can only provide reasonable
but not absolute assurance against material
misstatement or loss. Any material control failures,
operational incidents or breaches identified by the
Managers or other key service providers are required
to be reported to the Board or Audit Committee,
together with details of the impact, remediation
undertaken and any further action required.
Governance report
Annual Report and Financial Statements 2026
78
The Board confirms that there is a continuing
process for identifying, evaluating and managing
the significant risks faced by the Company in
accordance with the FRC ‘Guidance on Risk
Management, Internal Control and Related Financial
and Business Reporting’. No significant weaknesses
were identified in the year under review and up to
the date of this report.
The practical measures in relation to the design,
implementation and maintenance of control policies
and procedures to safeguard the Company’s
assets and to manage its affairs properly, including
the maintenance of effective operational and
compliance controls, have been delegated to the
Managers and Secretaries.
The Board oversees the functions delegated to the
Managers and Secretaries and the controls managed
by the AIFM in accordance with the UK Alternative
Investment Fund Managers Regulations (as detailed
below). Baillie Gifford & Co’s Internal Audit and
Compliance Departments and the AIFM’s permanent
risk function provide the Audit Committee with
regular reports on their monitoring programmes.
The reporting procedures for these departments
are defined and formalised within a service level
agreement. Baillie Gifford & Co conducts an annual
review of its system of internal controls which is
documented within an internal controls report which
complies with ISAE 3402 – Assurance Reports on
Internal Controls of Service Organisations made
available to Third Parties. This report is independently
reviewed by Baillie Gifford & Co’s auditor and a copy
is submitted to the Audit Committee.
A report identifying the material risks faced by the
Company and the key controls employed to manage
these risks is reviewed by the Audit Committee on a
six monthly basis.
These procedures ensure that consideration is given
regularly to the nature and extent of risks facing the
Company and that they are being actively monitored.
Where changes in risk have been identified during
the year they also provide a mechanism to assess
whether further action is required to manage
theserisks.
The Board confirms that these procedures were in
place throughout the Company’s financial year and
continue to be in place up to the date of approval of
this report.
To comply with the UK Alternative Investment Fund
Managers Regulations, The Bank of New York
Mellon (International) Limited acts as the Company’s
Depositary and Baillie Gifford & Co Limited as
itsAIFM.
The Depositary’s responsibilities include cash
monitoring, safe keeping of the Company’s financial
instruments, verifying ownership and maintaining a
record of other assets and monitoring the Company’s
compliance with investment limits and leverage
requirements. The Depositary is liable for the loss of
financial instruments held in custody. The Depositary
will ensure that any delegate segregates the assets
of the Company. The Company’s Depositary also
acts as the Company’s Custodian. The Custodian
prepares reports on its key controls and safeguards
which are independently reviewed by its appointed
auditor. The reports are reviewed by Baillie Gifford’s
Business Risk department and a summary of the key
points is reported to the Audit Committee and any
concerns are investigated.
The Depositary provides the Audit Committee with a
report on its monitoring activities every six months.
The AIFM has established a permanent risk
management function to ensure that effective risk
management policies and procedures are in place
and to monitor compliance with risk limits. The AIFM
has a risk management policy which covers the risks
associated with the management of the portfolio,
and the adequacy and effectiveness of this policy
is reviewed and approved at least annually. This
review includes the risk management processes and
systems and limits for each risk area.
The risk limits, which are set by the AIFM and
approved by the Board, take into account the
objectives, strategy and risk profile of the portfolio.
These limits, including leverage (see page 124),
are monitored and the sensitivity of the portfolio to
key risks is undertaken periodically as appropriate
to ascertain the impact of changes in key variables
in the portfolio. Exceptions from limits monitoring
and stress testing undertaken by Baillie Gifford’s
Business Risk department are escalated to the AIFM
and reported to the Board along with any remedial
measures being taken. No exceptions occurred
during the year.
Provision 34 of the AIC Corporate
Governance Code
The Board notes the enhanced internal controls
reporting requirements introduced by Provision 34
of the AIC Corporate Governance Code (Provision
29 of the 2024 UK Corporate Governance Code),
which applies to the Company for the financial
year beginning 1 June 2026. The provision requires
boards to monitor and, at least annually, review the
effectiveness of the company’s risk management
and internal control framework. The monitoring and
79
Baillie Gifford US Growth Trust plc
review should cover all material controls including
financial, operational, reporting and compliance.
Boards are required to report on that review in their
annual report providing; a description of how the
board has monitored and reviewed the effectiveness
of the framework, a declaration of the material
controls as at the balance sheet date and description
of any material controls not operating effectively
as at the balance sheet date and action taken to
improve them.
During the year under review, the Board, through
the Audit Committee, continued to monitor and
review the effectiveness of the Company’s risk
management and internal controls framework,
including financial, operational and compliance
controls operated by the Managers and other key
third‑party service providers. The Board has also
considered the steps required to support reporting
under Provision 34 in the 2027 Annual Report and
Financial Statements. This work included reviewing
the Company’s material controls framework in the
context of its externally managed investment trust
structure, the nature of the principal and emerging
risks faced by the Company and the assurance
received from the Managers, the AIFM, the
Depositary, the Custodian, the Registrar and other
service providers. The Board will continue to develop
its approach for the identification, monitoring and
assessment of material controls during the current
financial year, with a view to making the relevant
Provision 34 declaration in the Company’s next
Annual Report.
Going concern
In accordance with the current Financial Reporting
Council Guidance on the Going Concern Basis
of Accounting and Related Reporting (including
Solvency and Liquidity Risks), issued in February
2025, the Directors have undertaken a rigorous
review of the Company’s ability to continue as a
going concern. In making this assessment, the
Directors have considered all available information
about the future for a period of at least twelve
months from the date of approval of the Financial
Statements, including the material uncertainty
arising from the possible appointment of Saba
Capital Management’s proposed nominees and the
potential subsequent pursuit of a 100% cash exit,
as described below. The Company’s principal risks
are market related and include market risk, liquidity
risk and credit risk. An explanation of these risks and
how they are managed is set out on pages 54 to 58
and contained in note 17 to the Financial Statements
on pages 114 to 121.
The Board has considered, in particular, the
impact of heightened market volatility due to
macroeconomic and geopolitical concerns, but does
not believe the Company’s going concern status
is affected. The Company’s assets, the majority
of which are investments in quoted securities
which are readily realisable, exceed its liabilities
significantly. All borrowings require prior approval
of the Board. Gearing levels and compliance with
borrowing covenants are reviewed by the Board on
a regular basis. As at 31 May 2026, the Company
had a net current liability of £32.6 million primarily
as a result of the two US$25 million revolving credit
facilities. Subsequent to the year end on 30 July
2026 these facilities were refinanced with a new
unsecured US$50 million three‑year revolving credit
facility from Royal Bank of Scotland International
Limited. The majority (54.6% as at 31 May 2026)
of total assets are held in quoted securities which
are readily realisable and could be sold to repay
borrowings. Cash flow to meet obligations could
be achieved by the sale of liquid assets (monitoring
of liquidity within the equity portfolio suggests
approximately 55.3% of the equity portfolio could
be realised within seven days as at 31 May 2026).
The total assets exceeded the Company’s liabilities
of £43.9 million as at 31 May 2026 significantly.
The Company has continued to comply with the
investment trust status requirements of section 1158
of the Corporation Tax Act 2010 and the Investment
Trust (Approved Company) (Tax) Regulations 2011.
Since the requisition of a General Meeting of the
Company in February 2025, the Board has engaged
extensively with shareholders to understand their
priorities and consider options for the future of the
Company. These engagements have included many
institutional meetings and a detailed survey of retail
investors. The resultant feedback has indicated
strong support for the Company’s differentiated
investment strategy from both the institutional
and retail investors consulted. However, the Board
recognises that the objectives of the Company’s
largest shareholder, which advised the Board in April
2025 that, following its unsuccessful requisition,
it intended to pursue an activist discount strategy,
differ materially from those of other shareholders.
The Board has engaged constructively with the
largest shareholder with a view to identifying a
mutually acceptable way forward that appropriately
reflects these differing objectives; however, those
discussions have not yet resulted in an agreed
outcome.
Governance report
Annual Report and Financial Statements 2026
80
On 21 August 2026, the Company received a
requisition notice from Saba Capital Management,
requesting that the appointments of three Directors
are put forward as ordinary resolutions at the 2026
AGM. Following the requisition notice, Saba publicly
stated that, should the nominated Directors be
appointed, they would urge the Company to offer a
100% cash exit. The Board considers this proposed
cash‑exit opportunity to be a reasonably possible
consequence of the AGM outcome, although the
appointment of the nominee Directors would not
itself require such an exit, no such proposal has
been approved or committed to and the level of
shareholder participation in any future proposal
cannot presently be reliably predicted.
The Board has undertaken voting analysis and
tender offer modelling, including analysis of the
sensitivity of the AGM outcome to shareholder
turnout and voting behaviour and of the potential
financial consequences of a subsequent cash exit.
This analysis indicates that a 100% immediate cash
exit is not currently executable in full because of
limitations on the Company’s distributable reserves
and available liquidity and restrictions affecting
the transferability of the unquoted portfolio.
The amount of cash that might ultimately be
required would depend materially on the level of
shareholder participation, which cannot presently
be reliably predicted. Accordingly, the scale of any
cash requirement and its resulting effect on the
Company’s financial position and liquidity cannot
currently be determined with sufficient certainty.
If shareholder participation in a future cash exit
were to exceed the Company’s estimated immediate
tender capacity, additional actions would be required
before that participation could be satisfied in full.
Depending on the circumstances, those actions
could include further realisation of investments,
permitted transfers of unquoted investments, one or
more staged liquidity events or other mechanisms
for returning value to shareholders. The availability,
sequencing and effectiveness of those actions
would depend on the circumstances prevailing at the
relevant time, including market conditions and the
legal, contractual and other restrictions affecting the
Company and its investments.
Depending on the eventual structure of any cash
exit and the level of shareholder participation, the
resulting cash payments and investment realisations
could materially reduce the size of the Company
and its liquid asset base. In particular, the realisation
of quoted investments ahead of the realisation or
permitted transfer of unquoted investments could
result in the Company continuing to operate for
a period with a smaller and more concentrated
residual portfolio containing a materially greater
proportion of unquoted investments. The realisation
or permitted transfer of those investments could
take place over an extended period. The timing,
structure and financial consequences of any such
actions, including the composition and liquidity
of any residual portfolio, cannot presently be
determined with sufficient certainty.
As the outcome of the Saba Director resolutions,
whether and in what form any subsequent cash‑exit
proposal would be proposed and approved and the
level of shareholder participation cannot be determined
with certainty, together with the nature and timing
of the actions that might be required to satisfy such
participation, the Board has concluded that there is
a material uncertainty related to events or conditions
that may cast significant doubt upon the Company’s
ability to continue as a going concern in its present
form. This uncertainty does not arise from concerns
regarding the Company’s current financial position or
its ability to meet its existing liabilities as they fall due.
At the date of approval, the resolutions have not been
passed, no cash‑exit proposal has been approved or
committed to, and the Company has substantial assets
and liquidity available to meet its existing obligations.
The Directors have also identified actions that could
be available should shareholder participation in any
future cash exit exceed the Company’s immediate
tender capacity, although the timing, structure and
consequences of those actions cannot presently be
determined with sufficient certainty. The Directors
therefore consider that, notwithstanding this material
uncertainty, it remains appropriate to prepare the
Financial Statements on a going concern basis.
Having considered the Company’s current financial
position and liquidity, its principal and emerging
risks and the matters described above, the Directors
consider that there are realistic alternatives available to
the Company should the potential cash exit crystallise
and that it remains appropriate to prepare the Financial
Statements on a going concern basis. This conclusion
is made notwithstanding, and does not remove, the
material uncertainty described above. The Directors
have also considered the principal and emerging risks
and other matters set out in the viability statement
on page 59, which assesses the prospects of the
Company over a period of five years. That longer‑
term assessment has taken account of the same
uncertainty relating to the Saba Director resolutions
and the possible consequences of any subsequent
cash exit, including the potential requirement for
further investment realisations, permitted transfers of
unquoted investments or staged liquidity events should
shareholder participation exceed the Company’s
immediate tender capacity.
81
Baillie Gifford US Growth Trust plc
Relations with shareholders
The Board places great importance on
communication with shareholders. The Company’s
Managers meet regularly with shareholders and
their representatives and report shareholders’ views
to the Board. The Chair and other Directors are
available to meet with shareholders as appropriate.
Shareholders wishing to communicate with any
member of the Board may do so by writing to them
at the Company’s registered office or through the
Company’s broker, Panmure Liberum Limited (see
contact details on page 133).
The Company’s Annual General Meeting provides a
forum for communication with all shareholders. The
notice period for the Annual General Meeting is
at least twenty working days. A separate circular,
including the Notice of Annual General Meeting
and voting instructions, will be sent to Shareholders
in due course. All shareholders are encouraged
toattend.
Shareholders and potential investors may obtain
up‑to‑date information on the Company at
bgusgrowthtrust.com.
Corporate governance and stewardship
The Company has given discretionary voting powers
to Baillie Gifford & Co. The Managers vote against
resolutions they consider may damage shareholders’
rights or economic interests and report their actions
to the Board.
The Company believes that it is in the shareholders’
interests to consider environmental, social and
governance (‘ESG’) factors, including climate
change, when selecting and retaining investments
and has asked the Managers to take these
issues into account as long as the investment
objectives are not compromised. The Managers
do not exclude companies from their investment
universe purely on the grounds of ESG factors but
adopt a positive engagement approach whereby
matters are discussed with management with
the aim of improving the relevant policies and
management systems and enabling the Managers to
consider how ESG factors could impact long‑term
investment returns. The Managers’ statement of
compliance with the UK Stewardship Code can be
found on the Managers’ website at bailliegifford.com.
The Managers’ policy has been reviewed and
endorsed by the Board. Baillie Gifford & Co has
considered the Sustainable Finance Disclosure
Regulation (‘SFDR’) and further details can be found
on page 126.
Climate change
The Board recognises that climate change poses
a serious threat to our environment, our society
and economies and companies around the globe.
Addressing the underlying causes is likely to result
in companies that are high emitters of carbon facing
greater societal and regulatory scrutiny and higher
costs to account for the true environmental impact
of their activities. The Managers’ pursuit of long‑term
growth opportunities typically involves investment
in entrepreneurial, disruptive and technology‑driven
businesses. These companies are often capital‑light
with a low carbon footprint.
The Managers’ utilise data sourced from a third
party provider to map the carbon footprint of
the equity portfolio, using the information to
prioritise engagement and understand what higher
emitting companies are doing to manage climate
risk better. Best practice in this area is evolving
rapidly, and it is therefore challenging to establish
reliable comparisons company‑to‑company and
year‑on‑year. Based on the most recent analysis,
as at 31May 2026 the carbon intensity of Baillie
Gifford US Growth Trust’s portfolio was 80.9%
lower than the Company’s benchmark (S&P 500
Index). This analysis is based on the 51% of the
value of the Company’s portfolio (as at 31May
2026) which reports on carbon emissions and
other carbon‑related characteristics and Scope
1&2 Weighted Average Carbon Intensity (WACI) by
Revenue. Carbon intensity measures the carbon
efficiency of the portfolio per unit of output and
assesses the portfolio’s exposure to carbon‑intensive
companies.
Baillie Gifford’s Task Force on Climate‑Related
Financial Disclosures (‘TCFD’) Climate
report is available on the Managers’ website
at bailliegifford.com. A TCFD Climate report
for Baillie Gifford US Growth is available on the
Company website at bgusgrowthtrust.com.
The Managers, Baillie Gifford & Co, are signatories
to the Principles for Responsible Investment and the
Carbon Disclosure Project and are also members of
the Asian Corporate Governance Association and
the International Corporate Governance Network.
On behalf of the Board
Tom Burnet
Chair
16 September 2026
Governance report
Annual Report and Financial Statements 2026
82
The Audit Committee consists of all the independent
Directors. The 2024 AIC Code of Corporate
Governance permits the Chair of the Board to be a
member of the Audit Committee. The Board believes
that Mr TJW Burnet’s knowledge, experience and
professional expertise is a significant benefit to
the Committee. The members of the Committee
consider that they have the requisite financial skills
and experience to fulfil the responsibilities of the
Committee. Mr GD Paterson, Chair of the Committee,
is a Chartered Accountant. MrGDPaterson intends
to stand down as Chair of the Committee at the
2026 Annual General Meeting, at which point Ms
EJFlockhart will become Chair of the Audit Committee.
Ms EJ Flockhart is a CharteredAccountant.
The Committee’s authority and duties are clearly
defined within its written terms of reference
which are available on request from the Company
Secretaries and at bgusgrowthtrust.com. The terms
of reference are reviewed annually.
The Committee’s effectiveness is reviewed on an
annual basis as part of the Board’s performance
evaluation process.
At least once a year, where deemed necessary, the
Committee meets with the external Auditor without
any representative of the Managers being present.
Main activities of the Committee
The Committee met four times during the year, and
the external Auditor, Ernst & Young LLP, attended
three meetings. Baillie Gifford & Co’s Internal
Audit and Compliance departments and the AIFM’s
permanent risk function provided reports on their
monitoring programmes for these meetings. In
addition, the external Auditor met with the Audit
Committee Chair on an ad hoc basis to discuss
matters pertinent to the Committee as they arose.
The matters considered, monitored and reviewed
by the Committee during the course of the year
included the following:
• the results announcements and the
Annual and Interim Reports;
Audit
Committee report
• the Company’s accounting policies and
practices and the implementation of the
Managers’ valuation policy for investments
in unlisted (private) companies;
• the regulatory changes impacting the Company,
including the Audit Committee’s preparations
for revised Provision 34 of the AIC Code,
with particular focus on identifying and
reviewing the Company’s material controls
and assessing the monitoring, assurance and
reporting arrangements required to support the
Board’s declaration on their effectiveness;
• the fairness, balance and understandability of
the Annual Report and Financial Statements and
whether it provided the information necessary
for shareholders to assess the Company’s
performance, business model and strategy;
• the effectiveness of the Company’s
internal control environment;
• the appointment, remuneration and terms of
engagement of the external Auditor;
• the policy on the engagement of the external
Auditor to supply non‑audit services;
• the independence and objectivity of the external
Auditor and the effectiveness of the audit
process;
• the need for the Company to have
its own internal audit function;
• internal controls reports and bridging
letters where appropriate received from the
Managers and other service providers including
the Custodian and the Registrar; and
• the arrangements in place within Baillie Gifford
& Co whereby its staff may, in confidence,
raise concerns about possible improprieties in
matters of financial reporting or other matters.
83
Baillie Gifford US Growth Trust plc
Internal audit
The Committee continues to believe that the
compliance and internal controls systems and the
internal audit function in place within the Managers
provide sufficient assurance that a sound system
of internal control, which safeguards shareholders’
investment and the Company’s assets, is maintained.
An internal audit function, specific to the Company,
is therefore considered unnecessary.
Financial reporting
The Committee considers that the most significant
area of risk likely to impact the Financial Statements
is the existence, ownership and valuation of
investments as they represent 99.6% of total assets.
Private company (unlisted) investments
The Committee reviewed the Managers’ valuation
approach for investments in unquoted companies (as
described on pages 40, 105 and 106) and approved
the valuations of the unlisted investments as at
30 November 2025 and 31 May 2026 following a
detailed review of the valuation of each investment
and relevant challenge where appropriate.
The Auditor agreed the holdings in certificated form
to confirmations from the Company’s Custodian and
holdings of uncertificated unlisted investments to
confirmations from the relevant investee companies.
Listed investments
The majority of the investments are in quoted
securities and market prices are readily available
from independent external pricing sources. The
Committee reviewed Baillie Gifford’s report on
Internal Controls which details the controls in place
regarding the recording and pricing of investments.
The Managers agreed the prices of all the
listed investments at 31May 2026 to external
price sources and the holdings were agreed to
confirmations from the Company’s Custodian or
Transfer Agent.
Other matters
The Committee reviewed the Managers’ report on
Internal Controls which details the controls in place
regarding completeness and accurate recording of
investment income. The accounting treatment of any
special dividends received or receivable during the
year is reviewed by the Managers as they arise.
The Committee considered the factors that might
affect the Company’s viability over a period of five
years and its ability to continue as a going concern
for at least twelve months from the date of signing
of the Financial Statements, together with reports
from the Managers on the cash position and cash
flow projections of the Company, the liquidity of
its investment portfolio, compliance with debt
covenants, availability of borrowing facilities and
the Company’s ability to meet its obligations as they
fall due. The Committee also reviewed the viability
statement on page 59 and statement on going
concern on page 80. Following this assessment,
the Committee recommended to the Board the
appropriateness of the going concern basis in
preparing the Financial Statements and confirmed
the accuracy of the viability statement and
statement on going concern.
The Managers and Auditor confirmed to the
Committee that they were not aware of any material
misstatements in the context of the Financial
Statements as a whole and that the Financial
Statements are in accordance with applicable law
and accounting standards.
Internal controls and risk management
The Committee reviewed the effectiveness of the
Company’s risk management and internal controls
systems as described on pages 77 and 78. No
significant weaknesses were identified in the year
under review.
FRC review
In September 2025, the Financial Reporting Council
(‘FRC’) informed the Company that its Annual Report
and Financial Statements for the year ended 31 May
2024 had been included in a thematic review of
investment trusts, venture capital trusts and similar
closed‑ended entities. Following its limited‑scope
review, the FRC raised no questions or queries
and selected the Company’s disclosure on the
quantification of unobservable inputs underpinning
Level 3 fair value measurements (see note 17 on
pages 116 to 119) as an example of better disclosure.
The FRC’s review was based solely on the published
report and did not provide assurance that it was
correct in all material respects. The thematic review
was published in October 2025.
Governance report
Annual Report and Financial Statements 2026
84
External Auditor
To fulfil its responsibility regarding the independence
of the external Auditor, the Committee reviewed:
• the Auditor’s audit strategy for the year to
31May 2026 which included a report from
the Auditor describing their arrangements to
manage Auditor independence and received
confirmation of their independence; and
• the extent of non‑audit services provided by
the external Auditor. There were no non‑audit
fees paid to the external Auditor in the year
to 31May 2026 or the year to 31May 2025.
To assess the effectiveness of the external Auditor,
the Committee reviewed and considered:
• the Auditor’s fulfilment of the agreed audit plan;
• the Audit Quality Inspection report on
Ernst & Young LLP issued by the FRC’s
Audit Quality Review team; and
• detailed discussion with audit personnel to
challenge audit processes and deliverables.
Non‑audit service requests are considered on a case
by case basis.
To fulfil its responsibility for oversight of
the external audit process the Committee
considered and reviewed:
• the Auditor’s engagement letter;
• the Auditor’s proposed audit strategy;
• the audit fee; and
• a report from the Auditor on the
conclusion of the audit.
Ernst & Young LLP was appointed as the Company’s
Auditor, by the Directors, in October 2023. The
audit partner responsible for the audit is to be
rotated at least every five years in accordance with
professional and regulatory standards in order to
protect independence and objectivity and to provide
fresh challenge to the business. Mr Ahmer Huda,
the current audit partner, will continue as audit
partner until the conclusion of the 2028 audit. Ernst
& Young LLP has confirmed that it believes it is
independent within the meaning of regulatory and
professional requirements and that the objectivity
of the audit partner and staff is not impaired.
Having carried out the review described above,
the Committee is satisfied that the Auditor
has remained independent and effective
for the purposes of this year’s audit.
There are no contractual obligations restricting
the Committee’s choice of external Auditor.
Audit tender
The Committee acknowledges its responsibility
to monitor and, at suitable junctures, to test the
external audit market in order to ensure that
the provision of external audit services to the
Company remains of a high quality as well as cost
proportionate, by reference to developing industry
practice and expectations. The Committee is
aware that the scope, complexity and associated
cost of external audit engagements continues to
increase across the market, driven by a number of
factors including growing regulatory expectations,
new auditing standards, the significant volume
of work required to deliver a high‑quality audit
and a challenging audit labour market.
Following the audit tender process conducted
during the year to 31May 2023, the Board
unanimously decided to appoint Ernst & YoungLLP
as Auditor with effect from the audit of the Financial
Statements for the year to 31May 2024.
In recognition of underlying audit rotation requirements,
the Committee intends to undertake a further tender
process no later than the year to 31 May 2033.
Regulatory compliance
The Committee confirms that the Company is in
compliance with the requirements of the Statutory
Audit Services for Large Companies Market
Investigation (Mandatory Use of Competitive Tender
Processes and Audit Committee Responsibilities)
Order 2014, which relates to the frequency and
governance of tenders for the appointment of
the external Auditor and the setting of policy
on the provision of non‑audit services.
Accountability and audit
The respective responsibilities of the Directors
and the Auditor in connection with the Financial
Statements are set out on pages 89 and 90.
On behalf of the Board
Graham Paterson
Audit Committee Chair
16 September 2026
85
Baillie Gifford US Growth Trust plc
Directors’
remuneration report
Statement by the Chair
The Directors’ remuneration policy is subject to
shareholder approval every three years or sooner
if an alteration to the policy is proposed. The
Remuneration Policy which is set out below was
approved at the Annual General Meeting in October
2025. No changes are proposed to the policy
and an ordinary resolution for the approval of the
Remuneration Policy will next be put to the members
at the Annual General Meeting in 2028.
For the year to 31May 2026 the Directors’
remuneration was set at £32,564 per annum for
each Director other than the Chair, who received an
additional £12,351 per annum, Chair of the Audit
Committee, who received an additional £7,412 per
annum, and the Senior Independent Director who
received an additional £1,684 per annum.
The Board reviewed the level of fees during the
year and agreed that, with effect from 1June 2026,
the fee for the Chair would increase by inflation
to £46,262, the Directors’ fees would increase to
£33,541, the additional fee for the Chair of the
Audit Committee would increase to £7,634 and the
additional fee for the Senior Independent Director
would increase to £1,734. The fees were last
increased on 1June 2025.
This report has been prepared in
accordance with the requirements
of the Companies Act 2006.
Governance report
Annual Report and Financial Statements 2026
86
Directors’ remuneration policy
The Board is composed wholly of non‑executive
Directors, none of whom has a service contract with
the Company. There is no separate remuneration
committee and the Board as a whole considers
changes to Directors’ fees from time to time.
The Board’s policy is that the remuneration of
Directors should be set at a reasonable level that is
commensurate with the duties and responsibilities
of the role and consistent with the requirement
to attract and retain Directors of the appropriate
quality and experience. The Board believes that
the fees paid to the Directors should reflect the
experience of the Board as a whole, be fair and
should take account of the level of fees paid by
comparable investment trusts. Any views expressed
by shareholders on the fees being paid to Directors
will be taken into consideration by the Board when
reviewing the Board’s policy on remuneration. Baillie
Gifford & Co Limited, the Company Secretaries,
provides comparative information when the Board
considers the level of Directors’ fees.
Directors are not eligible for any other remuneration
or benefits apart from the reimbursement of
allowable expenses. There are no performance
conditions relating to Directors’ fees and there
are no long‑term incentive schemes or pension
schemes. There is no notice period and no
compensation is payable on loss of office.
Limits on Directors’ remuneration
The fees for the non‑executive Directors are
payable monthly in arrears and are determined
within the limit set out in the Company’s Articles of
Association which is currently £300,000 per annum
in aggregate. Any change to this limit requires
shareholder approval.
The basic and additional fees payable to Directors
in respect of the year ended 31May 2026 and the
expected fees payable in respect of the year ending
31May 2027 are set out in the table below. The fees
payable to the Directors in the subsequent financial
periods will be determined following an annual
review of the Directors’ fees.
Expected
fees for the
year ending
31May
2027
£
Fees for the
year ended
31May
2026
£
Chair’s fee 46,262 44,915
Non‑executive Director fee 33,541 32,564
Additional fee for
Audit Committee Chair
7,634 7,412
Additional fee for the
Senior Independent Director
1,734 1,684
Total aggregate annual fees that can
be paid to the Directors in any year
under the Directors’ remuneration
policy, as set out in the Company’s
Articles of Association
300,000 300,000
Directors’ remuneration for the year (audited)
The Directors who served during the year received the following remuneration in the form of fees and
taxable benefits. This represents the entire remuneration paid to the Directors.
For the year ended 31May 2026 For the year ended 31May 2025
Name
Fees
£
Taxable
benefits*
£
Total
£
Fees
£
Taxable
benefits*
£
Total
£
TJW Burnet (Chair) 44,915 282 45,197 43,777 89 43,866
GD Paterson (Audit Committee Chair) 39,976 336 40,312 38,963 89 39,052
SP Inglis (Senior Independent Director) 34,248 282 34,530 48,380
†
89 48,469
CRD van der Kuyl 32,564 282 32,846 31,739 – 31,739
EJ Flockhart (appointed 1 November 2025) 18,996 135 19,131 n/a n/a n/a
RL Palmer (resigned 23April 2025) n/a n/a n/a 31,138 5,323 36,461
170,699 1,317 172,016 193,997 5,590 199,587
* Comprises expenses incurred by Directors in the course of travel to attend Board and Committee meetings held at the offices of Baillie Gifford & Co
Limited, the Company’s Secretaries. These amounts have been grossed up for income tax.
†
An additional one‑off fee of £15,000 was paid to the Senior Independent Director for her significant amount of work in relation to the requisitioned
general meeting held in February 2025 which assisted in keeping external professional fees to a minimum. The Senior Independent Director reinvested the
gross one‑off fee by acquiring additional shares in the Company.
87
Baillie Gifford US Growth Trust plc
Annual report on remuneration
An ordinary resolution for the approval of this report
will be put to the members at the forthcoming
Annual General Meeting.
The law requires the Company’s Auditor to audit
certain of the disclosures provided in this report.
Where disclosures have been audited, they are
indicated as such. The Auditor’s opinion is included
in Ernst & Young LLP’s report on pages 92 to 98.
Directors’ interests (audited)
The Directors at the financial year end, and their
interests in the Company, were as shown below.
There have been no changes intimated in the
Directors’ interests up to 14 September 2026.
Name
Nature
of interest
Ordinary 1p
shares held at
31May 2026
Ordinary 1p
shares held at
31May 2025
TJW Burnet Beneficial 126,040 126,040
SP Inglis Beneficial 56,750 56,750
GD Paterson Beneficial 80,000 80,000
CRD van der Kuyl Beneficial 285,314 285,314
EJ Flockhart n/a – n/a
Statement of voting at Annual General Meeting
At the Annual General Meeting held on 2October
2025 of the proxy votes received in respect of the
Directors’ remuneration policy, 52.55% were in
favour, 47.38% were against and votes withheld
were 0.07%. At the Annual General Meeting held
on 2October 2025, of the proxy votes received
in respect of the Directors’ remuneration report,
99.82% were in favour, 0.10% were against and
votes withheld were 0.08%.
At the Annual General Meeting held on 2 October
2025, the Directors’ remuneration policy was
approved, although the Board notes that a
significant proportion of votes were cast against the
resolution, the substantial majority of which were
attributable to one shareholder. The Board takes this
feedback seriously and, following the AGM, sought
to engage directly with that shareholder to better
understand its views. The shareholder declined
the Board’s request for a meeting. The Board has
nevertheless continued to consider the views
expressed by shareholders and their representatives.
The Board’s policy remains that Directors’ fees
should be set at a reasonable level, commensurate
with the duties and responsibilities of the role,
and sufficient to attract and retain Directors
with the appropriate skills, experience and
independence. The Company has no executive
Directors, employees, performance‑related pay,
pension arrangements or other benefits, other than
reimbursement of allowable expenses.
The Board believes that the current policy remains
appropriate. The Board will continue to engage with
shareholders and will take their views into account
when reviewing Directors’ fees in future years.
Relative importance of spend on pay
As the Company has no employees, the Directors
do not consider it appropriate to present a table
comparing remuneration paid to employees with
distributions to shareholders. The Directors’
remuneration for the year and the expected fees
for the year to 31May 2027 are set out on page 86.
The table below shows the actual expenditure during
the year in relation to Directors’ remuneration and
distributions to shareholders.
2026
£’000
2025
£’000
Change
%
Directors’
remuneration
172 200 (14.0)
Share buybacks 11,921 35,504 (66.4)
Directors’ service details
Name
Date of
appointment
Due date for
election/
re‑election
TJW Burnet 5March 2018 AGM in 2026
SP Inglis 5March 2018 AGM in 2026
CRD van der Kuyl 1June 2021 AGM in 2026
GD Paterson 5March 2018 –*
EJ Flockhart 1 November 2025 AGM in 2026
* Mr GD Paterson intends to stand down at the conclusion of the AGM in2026.
Governance report
Annual Report and Financial Statements 2026
88
Approval
The Directors’ remuneration report on pages 85
to 88 was approved by the Board of Directors and
signed on its behalf on 16 September 2026.
Tom Burnet
Chair
Company performance
The following graph compares, for the period from
23March 2018, launch date and first trade date,
to31May 2026, the share price total return (assuming
all dividends are reinvested) to the Company’s ordinary
shareholders compared to the total shareholder
return on a notional investmentmade up of shares
in the component parts of the FTSE All‑Share Index.
This index was chosen for comparison purposes as
it is a widely used measure of performance for UK
listed companies. Comparative index provided for
information purposes only.
Performance graph
The Company’s share price, FTSE All‑Share Index
and comparative index
*
(figures have been rebased to 100 at 23March 2018)
BG US Growth share price
Comparative index
*
FTSE All-Share Index
50
100
150
200
250
300
350
400
202620252024202320222021202020192018
Source: LSEG/Baillie Gifford and relevant underlying index providers. See
disclaimer on page 125.
All figures are total returns (see Glossary of terms and alternative
performance measures on pages 129 to 132).
*S&P 500 Index total return (in sterling terms). See disclaimer on page 125.
Past performance is not a guide to future performance.
89
Baillie Gifford US Growth Trust plc
Statement of
Directors’ responsibilities
The Directors are responsible for preparing the
Annual Report and the Financial Statements in
accordance with applicable law and regulations.
Company law requires the Directors to prepare
financial statements for each financial year. Under
that law they have elected to prepare the Financial
Statements in accordance with applicable law and
United Kingdom Accounting Standards including
FRS 102 ‘The Financial Reporting Standard
applicable in the UK and Republic of Ireland’.
Under company law the Directors must not approve
the Financial Statements unless they are satisfied
that they give a true and fair view of the state of
affairs of the Company and of the profit or loss
of the Company for that period. In preparing the
Financial Statements, the Directors are required to:
• select suitable accounting policies and then
apply them consistently;
• make judgements and accounting estimates that
are reasonable and prudent;
• state whether applicable United Kingdom
Accounting Standards have been followed,
subject to any material departures disclosed and
explained in the Financial Statements;
• assess the Company’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 the
company or to cease operations, or have no
realistic alternative but to do so.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and
explain the Company’s transactions and disclose
with reasonable accuracy at any time the financial
position of the Company and enable them to
ensure that its financial statements comply with the
Companies Act 2006. They are responsible for such
internal controls as they determine are necessary to
enable the preparation of financial 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 the Company and to prevent
and detect fraud and other irregularities.
Under applicable laws and regulations, the Directors
are also responsible for preparing a Strategic
report, a Directors’ report, a Directors’ remuneration
report and a Corporate governance statement that
complies with that law and those regulations.
The Directors have delegated responsibility to the
Managers for the maintenance and integrity of the
corporate and financial information included on the
Company website. Legislation in the United Kingdom
governing the preparation and dissemination of
financial statements may differ from legislation in
other jurisdictions.
Notes
The following notes relate to financial statements published on a website and are not included in the printed
version of the Annual Report and Financial Statements:
• The maintenance and integrity of the Baillie Gifford & Co website is the responsibility of Baillie Gifford &
Co; the work carried out by the auditors does not involve consideration of these matters and accordingly,
the auditors accept no responsibility for any changes that may have occurred to the financial statements
since they were initially presented on the website.
• Legislation in the United Kingdom governing the preparation and dissemination of financial statements
may differ from legislation in other jurisdictions.
Governance report
Annual Report and Financial Statements 2026
90
Responsibility statement of the Directors in
respect of the Annual Financial Report
We confirm that, to the best of our knowledge:
• the Financial Statements, which have been
prepared in accordance with applicable law and
United Kingdom Accounting Standards (United
Kingdom Generally Accepted Accounting
Practice) including FRS 102 ‘The Financial
Reporting Standard applicable in the UK and
Republic of Ireland’, give a true and fair view of
the assets, liabilities, financial position and net
return of the Company;
• the Annual Report and Financial Statements
taken as a whole is fair, balanced and
understandable and provide the information
necessary for shareholders to assess the
Company’s performance, business model and
strategy; and
• the Strategic report and Directors’ report
include a fair review of the development and
performance of the business and the position of
the Company, together with a description of the
principal risks and uncertainties that it faces.
On behalf of the Board
Tom Burnet
16 September 2026
Financial
report
The Financial Statements for the
year to 31May 2026 are set out
on pages 92 to 121 and have been
prepared in accordance with FRS
102 ‘The Financial Reporting
Standard applicable in the UK and
Republic of Ireland’.
Financial report
Annual Report and Financial Statements 2026
92
Independent
Auditor’s report
to the members of Baillie Gifford US Growth Trust plc
Opinion
We have audited the financial statements of Baillie
Gifford US Growth Trust plc for the year ended 31May
2026 which comprise the Income Statement, the
Balance Sheet, the Statement of Changes in Equity,
the Cash Flow Statement, and the related notes 1 to
19, including a summary of significant accounting
policies. The financial reporting framework that has
been applied in their preparation is applicable law and
United Kingdom Accounting Standards including FRS
102 “The Financial Reporting Standard applicable
in the UK and Republic of Ireland” (United Kingdom
Generally Accepted Accounting Practice).
In our opinion, the financial statements:
• give a true and fair view of the Company’s affairs
as at 31 May 2026 and of its profit for the year
then ended;
• have been properly prepared in accordance with
United Kingdom Generally Accepted Accounting
Practice; and
• have been prepared in accordance with the
requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with
International Standards on Auditing (UK) (ISAs
(UK)) and applicable law. Our responsibilities
under those standards are further described in the
Auditor’s responsibilities for the audit of the financial
statements section of our report. We believe that the
audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion
Independence
We are independent of the Company in accordance
with the ethical requirements that are relevant to our
audit of the financial statements in the UK, including
the FRC’s Ethical Standard as applied to public
interest entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements.
The non‑audit services prohibited by the FRC’s
Ethical Standard were not provided to the Company
and we remain independent of the Company in
conducting the audit.
Material uncertainty related to going concern
We draw attention to Note 1a of the financial
statements, which indicates that the Company has
received a requisition notice from Saba Capital
Management requesting that the appointments
of three Directors are put forward as ordinary
resolutions at the 2026 AGM. Saba has publicly
stated that, should the nominated Directors be
appointed, it would urge the Company to offer a
100% cash exit. The Board’s analysis indicates
that a 100% immediate cash exit is not currently
executable in full due to limitations on distributable
reserves, available liquidity and restrictions affecting
the transferability of the unquoted portfolio, whilst
the level of shareholder participation and the timing,
structure and financial consequences of any actions
that may be required cannot presently be determined
with sufficient certainty. The Board considers this
proposed cash exit opportunity to be a reasonably
possible consequence of the AGM outcome, although
the appointment of the nominee Directors would
not itself require such an exit, no such proposal
has been approved or committed to and the level
of shareholder participation in any future proposal
cannot presently be reliably predicted. As stated in
Note 1a, these events and conditions, along with the
other matters as set forth in Note 1a, indicate that a
material uncertainty exists that may cast significant
doubt on the Company’s ability to continue as a going
concern. Our opinion is not modified in respect of
thismatter.
93
Baillie Gifford US Growth Trust plc
In auditing the financial statements, we have
concluded that the Directors’ use of the going
concern basis of accounting in the preparation of the
financial statements is appropriate. Our evaluation
of the Directors’ assessment of the Company’s
ability to continue to adopt the going concern basis
of accounting included:
• Confirming our understanding of the Company’s
going concern assessment process by engaging
with the Directors and the Company Secretary
to determine if all key factors were considered
in their assessment. We considered whether
the factors taken account of in the Directors’
assessment addressed those matters which we
considered important.
• Inspecting the Directors’ assessment of going
concern, including revenue forecasts, for the
period to 30 September 2027 which is at least
twelve months from the date the financial
statements were authorised for issue. The
Company has concluded that it is able to continue
to meet its ongoing costs as they fall due.
• Assessing the risk of breaching the debt
covenants as a result of a reduction in the value
of the Company’s portfolio. We calculated and
reviewed the Company’s compliance with debt
covenants throughout the year, validated the
inputs used to the underlying information and
we performed reverse stress testing in order to
identify what factors would lead to the Company
breaching the financial covenants.
• Considering the mitigating factors that are
within the control of the Company. We reviewed
the Company’s assessment of the liquidity of
investments held and evaluated the Company’s
ability to sell those investments in order to cover
working capital requirements.
• Inspecting the section 338 requisition notice
received by the Company and management’s
assessment of the implications of the forthcoming
AGM and the potential subsequent shareholder
liquidity event. We inspected management’s
shareholder voting analysis, agreed the total
issued share capital used in the analysis to the
audited financial statements and performed
sensitivity analysis to determine whether
reasonably possible changes in shareholder
turnout and voting behaviour could reverse
the projected AGM outcome. We recalculated
key outputs from management’s tender offer
analyses, compared participation assumptions
across significant shareholder categories and
inspected management’s analysis of distributable
reserves, available liquidity and portfolio
composition supporting the tender scenarios. We
also inspected management’s transfer restriction
analysis relating to the Company’s unquoted
investments and compared the implications of
higher participation scenarios, including the
residual portfolio composition and the potential
requirement for further realisation or permitted
transfer of investments, to management’s
conclusion that a material uncertainty related to
going concern exists.
• Reviewing the Company’s going concern
disclosures included in the annual report to assess
whether the disclosures were appropriate and in
conformity with the reporting standards.
In relation to the Company’s reporting on how they
have applied the UK Corporate Governance Code, we
have nothing material to add or draw attention to in
relation to:
• the Directors’ Statement in the financial
statements about whether the Directors
considered it appropriate to adopt the going
concern basis of accounting; and
• the Directors’ identification in the financial
statements of the material uncertainty related to
the entity’s ability to continue as a going concern
over a period to 30 September 2027.
Our responsibilities and the responsibilities of
the Directors with respect to going concern are
described in the relevant sections of this report.
However, because not all future events or conditions
can be predicted, this statement is not a guarantee
as to the Company’s ability to continue as a going
concern.
Overview of our audit approach
Key audit matters • Risk of incorrect valuation or ownership
of the investment portfolio
• Risk of incomplete or inaccurate revenue
recognition
Materiality • Overall materiality of £9.58m which
represents 1% of shareholder’s funds.
Financial report
Annual Report and Financial Statements 2026
94
An overview of the scope of our audit
Tailoring the scope
Our assessment of audit risk, our evaluation of
materiality and our allocation of performance
materiality determine our audit scope for the
Company. This enables us to form an opinion on
the financial statements. We take into account
size, risk profile, the organisation of the company
and effectiveness of controls, the potential impact
of climate change and changes in the business
environment when assessing the level of work to be
performed. All audit work was performed directly
by the audit engagement team which included our
valuation specialists.
Climate change
Stakeholders are increasingly interested in how
climate change will impact the Company. The
Company has determined that the most significant
future impacts from climate change on its operations
will be from how climate change could affect the
Company’s investments and overall investment
process. These are explained on page 54 in the
principal and emerging risks which forms part of the
“Other information,” rather than the audited financial
statements. Our procedures on these unaudited
disclosures therefore consisted solely of considering
whether they are materially inconsistent with the
financial statements or our knowledge obtained in
the course of the audit or otherwise appear to be
materially misstated, in line with our responsibilities
on “Other information”.
Our audit effort in considering climate change
was focused on the adequacy of the Company’s
disclosures in the financial statements as set out
in Note 1(a) and conclusion that there was no
further impact of climate change to be taken into
account. The quoted investments are valued based
on market pricing as required by FRS 102 and the
unquoted investments are valued using a variety of
techniques consistent with the recommendations set
out in the International Private Equity and Venture
Capital (IPEV) guidelines which also reflect each
investment’s exposure to climate change risk.
We also challenged the Directors’ considerations of
climate change risks in their assessment of going
concern and viability and associated disclosures.
Based on our work we have not identified the impact
of climate change on the financial statements to be
a key audit matter or to impact a key audit matter.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the financial statements of the current period and include the most significant assessed risks
of material misstatement (whether or not due to fraud) that we identified. These matters included those
which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and
directing the efforts of the engagement team. These matters were addressed in the context of our audit of
the financial statements as a whole, and in our opinion thereon, and we do not provide a separate opinion
on these matters. In addition to the matter described in the material uncertainty related to going concern
section, we have determined the matters described below to be the key audit matters to be communicated in
our report.
Risk Our response to the risk
Key observations
communicated to the
Audit Committee
Incorrect valuation or ownership of the
investment portfolio
(as described on page 83 in the Report
of the Audit Committee and as per the
accounting policy set out on pages 105
and 106).
The valuation of the investment
portfolio at 31 May 2026 was
£991.05m (2025: £772.75m)
consisting of quoted investments
with an aggregate value of £543.21m
(2025: £499.34m) and unquoted
investments with an aggregate value of
£447.84m (2025: £273.41m).
We performed the following procedures:
We obtained an understanding of Baillie Gifford’s processes
and controls surrounding legal title and pricing of quoted and
unquoted investments by performing walkthrough procedures in
which we evaluated the design of controls.
For 100% of quoted investments in the portfolio, we compared
the market prices and exchange rates applied to an independent
pricing vendor and recalculated the investment valuations as at
the year‑end. We inspected the stale pricing reports produced
by Baillie Gifford to identify prices that have not changed around
the year‑end and verified whether the listed price is a valid fair
value through review of trading activity.
The results of
our procedures
identified no material
misstatement in
relation to the risk of
incorrect valuation
or ownership of the
investment portfolio.
95
Baillie Gifford US Growth Trust plc
Risk Our response to the risk
Key observations
communicated to the
Audit Committee
Incorrect valuation or ownership of the
investment portfolio (continued)
The valuation of the assets held in the
investment portfolio is the key driver
of the Company’s net asset value
and total return. Incorrect investment
pricing or a failure to maintain proper
legal title to the investments held by
the Company could have a significant
impact on the portfolio valuation and
the return generated for shareholders.
The fair value of quoted investments is
determined by reference to bid value or
the last traded price depending on the
convention of the exchange on which the
investment is quoted.
Unquoted investments are valued at
fair value by the Directors following
a detailed review and appropriate
challenge of the valuations proposed
by the Baillie Gifford Private Company
Valuations Group (‘the valuation
group’). The unquoted investment
policy applies methodologies
consistent with the International Private
Equity and Venture Capital Valuation
guidelines (“IPEV”) and FRS102.
The valuation of unquoted investments,
and the resultant impact on the
unrealised gains/(losses), is the
area requiring the most significant
judgement and estimation in the
preparation of the financial statements
and has been classified as an area
of fraud risk as highlighted below on
page98.
For the unquoted investments held as at 31 May 2026 the audit
team, with the assistance of our valuation specialists reviewed
and challenged a sample of the valuations. This included:
• Reviewing the valuation papers prepared by the Private
Companies Valuation Team and Private Companies Valuation
Group to gain an understanding of, and comment on, the
valuation methodologies and assumptions.
• Assessing the competence, capability and objectivity of the
Baillie Gifford Private Companies Valuation Group.
• Assessing whether the valuations have been performed in line
with the valuation approaches as set out in the International
Private Equity and Venture capital (‘IPEV’) guidelines and
FRS102;
• Assessing the appropriateness of the data inputs and
challenging the assumptions used to support the valuations;
• Assessing other facts and circumstances, such as market
movement and comparative company information, that have
an impact on the fair market value of the investments; and
assessing whether managements valuation is reasonable.
• Where our testing identified instances where valuations were
outside the expected range, we held further discussions with
Baillie Gifford and the Audit Committee. In those discussions,
we discussed market trends, the valuation process, and
valuation assumptions where appropriate.
We recalculated the unrealised gains/losses on investments as at
the year‑end using the book‑cost reconciliation.
We compared the Company’s investment holdings at 31 May
2026 to independent confirmations received directly from the
Company’s Custodian or from the investee company.
Incomplete or inaccurate revenue
recognition (per the Audit Committee
report set out on page 83 and the
accounting policy set out on page 106).
The total revenue for the year to
31 May 2026 was £0.86m (2025:
£0.72m).
There is a risk of incomplete or
inaccurate recognition of revenue
through the failure to recognise proper
income entitlements or to apply an
appropriate accounting treatment.
Additionally, in accordance with the
AIC SORP, special dividends received
by the Company can be included in
either the revenue or capital columns
of the Income Statement depending on
the commercial circumstances behind
the payments.
We performed the following procedures:
We obtained an understanding of Baillie Gifford’s processes
and controls surrounding revenue recognition by performing
walkthrough procedures.
For 100% of dividends received and accrued, we recalculated
the dividend income by multiplying the investment holdings at
the ex‑dividend date, traced from the accounting records, by the
dividend per share obtained from an independent data vendor.
We agreed a sample of dividend receipts to bank statements.
Where dividends are received or accrued in foreign currency,
we translated the amount into the reporting currency of the
Company using exchange rates sourced from an independent
data vendor.
For 100% of dividends accrued, we reviewed the investee
company announcement to assess whether the dividend
obligation arose prior to 31 May 2026 and agreed the receipt of
dividends to post year end bank statements, where received.
To test completeness of recorded income, we verified that all
expected dividends for each investee company held during the
year have been recorded as income with reference to investee
company announcements obtained from an independent data
vendor.
For 100% of investments held during the year, we compared the
type of dividends paid with reference to an external data source
to identify any which were ‘special’. We confirmed there were no
special dividends in the accounting period.
The results of
our procedures
identified no material
misstatement in
relation to the risk
of incomplete or
inaccurate revenue
recognition.
Financial report
Annual Report and Financial Statements 2026
96
There have been no changes to our identified key
audit matters since the prior year.
Our application of materiality
We apply the concept of materiality in planning and
performing the audit, in evaluating the effect of
identified misstatements on the audit and in forming
our audit opinion.
Materiality
The magnitude of an omission or misstatement that,
individually or in the aggregate, could reasonably
be expected to influence the economic decisions
of the users of the financial statements. Materiality
provides a basis for determining the nature and
extent of our audit procedures.
We determined materiality for the Company to be
£9.58 million (2025: £7.43 million), which is 1%
(2025: 1%) of shareholder’s funds We believe that
shareholder’s funds provides us with a materiality
aligned to the key measure of the Company’s
performance.
Performance materiality
The application of materiality at the individual
account or balance level. It is set at an amount to
reduce to an appropriately low level the probability
that the aggregate of uncorrected and undetected
misstatements exceeds materiality.
On the basis of our risk assessments, together with
our assessment of the Company’s overall control
environment, our judgement was that performance
materiality was 75% (2025: 75%) of our planning
materiality, namely £7.19m (2025: £5.57m). We
have set performance materiality at this percentage
due to our prior years’ experience working with the
key service providers that indicates a lower risk of
misstatements, both corrected and uncorrected.
Given the importance of the distinction between
revenue and capital for investment trusts, we have
applied a separate testing threshold for the revenue
column of the Income Statement of £0.48m (2025:
£0.37m), being our reporting threshold.
Reporting threshold
An amount below which identified misstatements
are considered as being clearly trivial.
We agreed with the Audit Committee that we would
report to them all uncorrected audit differences in
excess of £0.48m (2025: £0.37m), which is set at
5% of planning materiality, as well as differences
below that threshold that, in our view, warranted
reporting on qualitative grounds.
We evaluate any uncorrected misstatements against
both the quantitative measures of materiality
discussed above and in light of other relevant
qualitative considerations in forming our opinion.
Other information
The other information comprises the information
included in the annual report other than the financial
statements and our auditor’s report thereon. The
Directors are responsible for the other information
contained within the annual report.
Our opinion on the financial statements does not
cover the other information and, except to the extent
otherwise explicitly stated in this report, we do not
express any form of assurance conclusion thereon.
Our responsibility is to read the other information
and, in doing so, consider whether the other
information is materially inconsistent with the
financial statements or our knowledge obtained in
the course of the audit or otherwise appears to be
materially misstated. If we identify such material
inconsistencies or apparent material misstatements,
we are required to determine whether this gives
rise to a material misstatement in the financial
statements themselves. If, based on the work we
have performed, we conclude that there is a material
misstatement of the other information, we are
required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the
Companies Act 2006
In our opinion the part of the Directors’
Remuneration Report to be audited has been
properly prepared in accordance with the
Companies Act 2006.
In our opinion, based on the work undertaken in the
course of the audit:
• the information given in the Strategic Report and
the Directors’ Report for the financial year for
which the financial statements are prepared is
consistent with the financial statements; and
• the Strategic Report and Directors’ Reports have
been prepared in accordance with applicable
legal requirements.
97
Baillie Gifford US Growth Trust plc
Matters on which we are required to report
by exception
In the light of the knowledge and understanding of
the Company and its environment obtained in the
course of the audit, we have not identified material
misstatements in the Strategic Report or Directors’
Report.
We have nothing to report in respect of the following
matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
• adequate accounting records have not been
kept, or returns adequate for our audit have not
been received from branches not visited by us;
or
• the financial statements and the part of the
Directors’ Remuneration Report to be audited
are not in agreement with the accounting
records and returns; or
• certain disclosures of directors’ remuneration
specified by law are not made; or
• we have not received all the information and
explanations we require for our audit.
Corporate Governance Statement
We have reviewed the Directors’ statement in
relation to going concern, longer‑term viability and
that part of the Corporate Governance Statement
relating to the Company’s compliance with the
provisions of the UK Corporate Governance Code
specified for our review by the UK Listing Rules.
Aside from the impact of the matters disclosed in
the material uncertainties related to going concern
section, based on the work undertaken as part of our
audit, we have concluded that each of the following
elements of the Corporate Governance Statement is
materially consistent with the financial statements or
our knowledge obtained during the audit:
• Directors’ statement with regards to the
appropriateness of adopting the going concern
basis of accounting and any material uncertainty
identified set out on pages 79 and 80;
• Directors’ explanation as to its assessment
of the Company’s prospects, the period this
assessment covers and why the period is
appropriate set out on page 59;
• Director’s statement on whether it has a
reasonable expectation that the Company will
be able to continue in operation and meets its
liabilities set out on page 59;
• Directors’ statement on fair, balanced and
understandable set out on page 90;
• Board’s confirmation that it has carried out a
robust assessment of the emerging and principal
risks set out on pages 54 to 58;
• The section of the annual report that describes
the review of effectiveness of risk management
and internal control systems set out on pages 77
and 78; and
• The section describing the work of the Audit
Committee set out on page 82;
Responsibilities of Directors
As explained more fully in the Directors’ Responsibilities
Statement set out on page 90, the Directors are
responsible for the preparation of the financial
statements and for being satisfied that they give a
true and fair view, and for such internal control as
the Directors determine is necessary to enable the
preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors
are responsible for assessing the Company’s
ability to continue as a going concern, disclosing,
as applicable, matters related to going concern
and using the going concern basis of accounting
unless the directors either intend to liquidate the
Company or to cease operations, or have no realistic
alternative but to do so.
Auditor’s responsibilities for the audit of the
financial statements
Our objectives are to obtain reasonable assurance
about whether the financial statements as a whole
are free from material misstatement, whether due to
fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a
high level of assurance, but is not a guarantee that
an audit conducted in accordance with ISAs (UK)
will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error
and are considered material if, individually or in the
aggregate, they could reasonably be expected to
influence the economic decisions of users taken on
the basis of these financial statements.
Financial report
Annual Report and Financial Statements 2026
98
Explanation as to what extent the audit
was considered capable of detecting
irregularities, including fraud
Irregularities, including fraud, are instances of non‑
compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined
above, to detect irregularities, including fraud. The
risk of not detecting a material misstatement due
to fraud is higher than the risk of not detecting one
resulting from error, as fraud may involve deliberate
concealment by, for example, forgery or intentional
misrepresentations, or through collusion. The extent
to which our procedures are capable of detecting
irregularities, including fraud is detailed below.
However, the primary responsibility for the
prevention and detection of fraud rests with both
those charged with governance of the Company and
management.
• We obtained an understanding of the legal and
regulatory frameworks that are applicable to
the Company and determined that the most
significant are United Kingdom Generally
Accepted Accounting Practice, the Companies
Act 2006, the UK Listing Rules, UK Corporate
Governance Code, the Association of
Investment Companies’ Code and Statement
of Recommended Practice, Section 1158 of the
Corporation Tax Act 2010 and The Companies
(Miscellaneous Reporting) Regulations 2018.
• We understood how the Company is complying
with those frameworks through discussions with
the Audit Committee and Company Secretary
and review of Board minutes.
• We assessed the susceptibility of the Company’s
financial statements to material misstatement,
including how fraud might occur by considering
the key risks impacting the financial statements.
We identified a fraud risk with respect to the
incorrect valuation of the unquoted investments
and the resulting impact on unrealised gains/
(losses). Further discussion of our approach is
set out in the section on key audit matters above
which include our response to the fraud risks
and other areas of audit focus.
• Based on this understanding we designed our
audit procedures to identify non‑compliance
with such laws and regulations. Our procedures
involved review of the reporting to the
Directors with respect to the application of the
documented policies and procedures and review
of the financial statements to ensure compliance
with the reporting requirements of the Company.
A further description of our responsibilities for the
audit of the financial statements is located on the
Financial Reporting Council’s website at
https://www.frc.org.uk/auditorsresponsibilities.
This description forms part of our auditor’s report.
Other matters we are required to address
• Following the recommendation from the Audit
Committee, we were appointed by the Company
on 13 October 2023 to audit the financial
statements for the year ending 31 May 2024 and
subsequent financial periods.
The period of total uninterrupted engagement
including previous renewals and reappointments
is 3 years, covering the years ending 31 May
2024 to 31 May 2026.
• The audit opinion is consistent with the
additional report to the Audit Committee.
Use of our report
This report is made solely to the Company’s members,
as a body, in accordance with Chapter 3 of Part 16 of
the Companies Act 2006. 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.
Ahmer Huda (Senior statutory auditor)
for and on behalf of Ernst & Young LLP
Statutory Auditor
London
16 September 2026
99
Baillie Gifford US Growth Trust plc
Income
statement
The total column of this statement is the profit and loss account of the Company. The supplementary revenue and capital return columns
are prepared under guidance published by the Association of Investment Companies.
All revenue and capital items in this statement derive from continuing operations.
A Statement of Comprehensive Income is not required as all gains and losses of the Company have been reflected in the above statement.
The accompanying notes on pages 103 to 121 are an integral part of the Financial Statements.
For the year ended 31May
Notes
2026
Revenue
£’000
2026
Capital
£’000
2026
Total
£’000
2025
Revenue
£’000
2025
Capital
£’000
2025
Total
£’000
Gains on Investments 9 – 233,943 233,943 – 140,942 140,942
Currency (losses)/gains 15 – (219) (219) – 1,731 1,731
Income 2 864 – 864 716 – 716
Investment management fee 3 (4,858) – (4,858) (4,264) – (4,264)
Other administrative expenses 4 (1,011) – (1,011) (1,239) – (1,239)
Net return before finance costs
and taxation
(5,005) 233,724 228,719 (4,787) 142,673 137,886
Finance costs of borrowings 5 (2,081) – (2,081) (2,458) – (2,458)
Net return before taxation (7,086) 233,724 226,638 (7,245) 142,673 135,428
Ta x 6 (76) – (76) (67) – (67)
Net return after taxation (7,162) 233,724 226,562 (7,312) 142,673 135,361
Net return per ordinary share 7 (2.58p) 84.12p 81.54p (2.54p) 49.51p 46.97p
Financial report
Annual Report and Financial Statements 2026
100
* Net asset value per ordinary share after deducting borrowings at book value. See Glossary of terms and alternative performance measures on pages129
to 132.
The accompanying notes on pages 103 to 121 are an integral part of the Financial Statements.
Balance
sheet
As at 31May
Notes
2026
£’000
2026
£’000
2025
£’000
2025
£’000
Fixed assets
Investments held at fair value through profit or loss 9 991,048 772,747
Current assets
Debtors 10 5,894 754
Cash at bank 17 5,381 8,929
11,275 9,683
Creditors
Amounts falling due within one year 11 (43,892) (38,640)
Net current liabilities (32,617) (28,957)
Net assets 958,431 743,790
Capital and reserves
Share capital 12 3,073 3,073
Share premium account 13 250,827 250,827
Special distributable reserve 13 168,942 168,942
Capital reserve 13 576,519 354,716
Revenue reserve 13 (40,930) (33,768)
Shareholders’ funds 958,431 743,790
Net asset value per ordinary share
*
14 346.35p 264.48p
The Financial Statements of Baillie Gifford US Growth Trust plc (Company Registration number 11194060)
were approved and authorised for issue by the Board and were signed on 16 September 2026.
Tom Burnet
Chair
101
Baillie Gifford US Growth Trust plc
Statement of
changes in equity
The accompanying notes on pages 103 to 121 are an integral part of the Financial Statements.
For the year ended 31May 2026
Notes
Share
capital
£’000
Share
premium
account
£’000
Special
distributable
reserve
£’000
Capital
reserve
£’000
Revenue
reserve
£’000
Shareholders’
funds
£’000
Shareholders' funds at 1 June 2025 3,073 250,827 168,942 354,716 (33,768) 743,790
Ordinary shares bought back into treasury 13 – – – (11,921) – (11,921)
Net return after taxation – – – 233,724 (7,162) 226,562
Shareholders' funds at 31 May 2026 3,073 250,827 168,942 576,519 (40,930) 958,431
For the year ended 31May 2025
Notes
Share
capital
£’000
Share
premium
account
£’000
Special
distributable
reserve
£’000
Capital
reserve
£’000
Revenue
reserve
£’000
Shareholders’
funds
£’000
Shareholders' funds at 1 June 2024 3,073 250,827 168,942 247,547 (26,456) 643,933
Ordinary shares bought back into treasury 13 – – – (35,504) – (35,504)
Net return after taxation – – – 142,673 (7,312) 135,361
Shareholders' funds at 31 May 2025 3,073 250,827 168,942 354,716 (33,768) 743,790
Financial report
Annual Report and Financial Statements 2026
102
The accompanying notes on pages 103 to 121 are an integral part of the Financial Statements.
Cash flow
statement
For the year ended 31May
Notes
2026
£’000
2026
£’000
2025
£’000
2025
£’000
Cash flows from operating activities
Net return before taxation 226,638 135,428
Adjustments to reconcile company profit before tax
to net cash flow from operating activities
Net gains on investments (233,943) (140,942)
Currency losses/(gains) 219 (1,731)
Finance costs of borrowings 2,081 2,458
Other capital movements
Overseas withholding tax incurred (73) (67)
Changes in debtors (153) (149)
Changes in creditors 261 140
Cash from operations* (4,970) (4,863)
Finance costs paid (2,100) (2,510)
Net cash outflow from operating activities (7,070) (7,373)
Cash flows from investing activities
Acquisitions of investments (219,316) (83,014)
Disposals of investments 234,961 129,443
Net cash inflow from investing activities 15,645 46,429
Cash flows from financing activities
Ordinary shares bought back into treasury and
stamp duty thereon
13 (11,921) (36,285)
Net cash outflow from financing activities (11,921) (36,285)
(Decrease)/increase in cash and cash equivalents (3,346) 2,771
Exchange movements (202) (462)
Cash and cash equivalents at start of period 15 8,929 6,620
Cash and cash equivalents at 31May 15 5,381 8,929
* Cash from operations includes dividends received of £563,000 (2025 – £449,000) and interest received of £95,000 (2025 – £159,000).
103
Baillie Gifford US Growth Trust plc
Notes to the
Financial Statements
Baillie Gifford US Growth Trust plc was incorporated
under the Companies Act 2006 in England and
Wales as a public limited company with registered
number 11194060. The Company is an investment
company within the meaning of section 833 of the
Companies Act 2006 and carries on business as an
investment trust.
01 Principal accounting policies
The Financial Statements for the year to 31May 2026 have
been prepared in accordance with FRS 102 ‘The Financial
Reporting Standard applicable in the UK and Republic of
Ireland’ and on the basis of the accounting policies set out
below which are unchanged from the prior year and have
been applied consistently.
a. Basis of accounting
All of the Company’s operations are of a continuing
nature and the Financial Statements are prepared
on a going concern basis under the historical cost
convention, modified to include the valuation of fixed
asset investments at fair value through profit or loss,
and on the assumption that approval as an investment
trust under section 1158 of the Corporation Tax Act 2010
and the Investment Trust (Approved Company) (Tax)
Regulations 2011 will be retained. The Board has, in
particular, considered the impact of heightened market
volatility due to macroeconomic and geopolitical concerns
but does not believe the Company’s going concern status
is affected. The Company’s assets, the majority of which
are investments in quoted securities which are readily
realisable, exceed its liabilities significantly. All borrowings
require the prior approval of the Board. Gearing levels and
compliance with borrowing covenants are reviewed by the
Board on a regular basis. As at 31May 2026 the Company
had a net current liability of £32.6 million primarily as a
result of the two US$25 million revolving credit facilities.
Subsequent to the year end on 30July 2026 these
facilities were refinanced with a new unsecured US$50
million three‑year revolving credit facility from Royal Bank
of Scotland International Limited. The majority (54.6%
as at 31 May 2026) of total assets are held in quoted
securities which are readily realisable and could be sold
to repay borrowings. Cash flow to meet obligations could
be achieved by the sale of liquid assets (monitoring of
liquidity within the equity portfolio suggests approximately
55.3% of the equity portfolio could be realised within
sevendays as at 31 May 2026). The total assets exceeded
the Company’s liabilities of £43.9million as at 31 May
2026 significantly. The Company has continued to comply
with the investment trust status requirements of section
1158 of the Corporation Tax Act 2010 and the Investment
Trust (Approved Company) (Tax) Regulations 2011.
Material uncertainty relating to going concern
Since the requisition of a General Meeting of the
Company in February 2025, the Board has engaged
extensively with shareholders to understand their
priorities and consider options for the future of the
Company. These engagements have included many
institutional meetings and a detailed survey of retail
investors. The resultant feedback has indicated strong
support for the Company’s differentiated investment
strategy from both the institutional and retail investors
consulted. However, the Board recognises that the
objectives of the Company’s largest shareholder, which
advised the Board in April 2025 that, following its
unsuccessful requisition, it intended to pursue an activist
discount strategy, differ materially from those of other
shareholders. The Board has engaged constructively
with the largest shareholder with a view to identifying
a mutually acceptable way forward that appropriately
reflects these differing objectives; however, those
discussions have not yet resulted in an agreed outcome.
On 21 August 2026, the Company received a requisition
notice from Saba Capital Management, requesting that
the appointments of three Directors are put forward as
ordinary resolutions at the 2026 AGM. Following the
requisition notice, Saba publicly stated that, should the
nominated Directors be appointed, they would urge the
Company to offer a 100% cashexit. The Board considers
this proposed cash‑exit opportunity to be a reasonably
possible consequence of the AGM outcome, although
the appointment of the nominee Directors would not itself
require such an exit, no such proposal has been approved
or committed to and the level of shareholder participation
in any future proposal cannot presently be reliably
predicted.
Financial report
Annual Report and Financial Statements 2026
104
The Board has undertaken voting analysis and tender
offer modelling in relation to the Saba Director resolutions
and the potential subsequent 100% cash exit. This
analysis indicates that an immediate 100% cash exit
is not currently executable in full due to limitations
on distributable reserves and available liquidity and
restrictions affecting the transferability of the unquoted
portfolio, while the level of shareholder participation
cannot presently be reliably predicted. If participation
were to exceed the Company’s estimated immediate
tender capacity, further actions could be required,
including the realisation or permitted transfer of
investments, staged liquidity events or other mechanisms
for returning value to shareholders, which could reduce
the Company’s liquid asset base and result in a smaller
and more concentrated residual portfolio. The timing,
structure and financial consequences of any such
actions cannot presently be determined with sufficient
certainty. Accordingly, the outcome of the Saba Director
resolutions, any subsequent cash‑exit proposal and the
level of shareholder participation give rise to a material
uncertainty that may cast significant doubt on the
Company’s ability to continue as a going concern. This
uncertainty does not arise from the Company’s current
financial position or its ability to meet its existing liabilities
as they fall due; no cash‑exit proposal has been approved
or committed to and the Company has substantial
assets and liquidity available to meet its obligations. The
Directors therefore consider that, notwithstanding this
material uncertainty, it remains appropriate to prepare the
Financial Statements on a going concern basis.
Accordingly, the Financial Statements have been
prepared on the going concern basis as it is the Directors’
opinion, having assessed the principal and emerging risks
and other matters set out in the viability statement on
page59 which assesses the prospects of the Company
over a period of five years, that the Company will continue
in operational existence for the period to 30 September
2027, which is a period of at least twelve months from
the date of approval of these Financial Statements.
This conclusion is made notwithstanding the material
uncertainty described above in relation to the outcome of
the resolutions proposed by Saba.
The Financial Statements have been prepared in
accordance with the Companies Act 2006, applicable
UK Accounting Standards, the Association of Investment
Companies (‘AIC’) Statement of Recommended Practice
‘Financial Statements of Investment Trust Companies
and Venture Capital Trusts’ issued in November 2014 and
updated in July 2022 with consequential amendments,
except for certain financial information required by
paragraph 82 regarding unquoted holdings with a value
greater than 5% of the portfolio or included in the top
10, where information is not publicly available (see note 9
on page 111). In order to reflect better the activities of the
Company and in accordance with guidance issued by the
AIC, supplementary information which analyses the profit
and loss account between items of a revenue and capital
nature has been presented in the Income Statement.
In preparing the Financial Statements the Directors
have considered the impact of environmental, social
and governance risk. In line with FRS 102 investments
are valued at fair value. Quoted prices for investments
in active markets at the balance sheet date reflect
market participants’ view of environmental, social
and governance risk. Unlisted investments, valued by
reference to comparable companies (see 1(c) below),
similarly reflect market participants’ view of environmental
social and governancerisk.
Although the Company invests in US dollar investments,
the Directors have determined the Company’s functional
currency to be sterling, as the Company’s share capital is
denominated in sterling, the entity is listed on a sterling
stock exchange in the UK, the Company’s shareholders
are predominantly based in the UK and the Company
and its Managers, who are subject to the UK’s regulatory
environment, are also UK based.
Financial assets and financial liabilities are recognised in
the Company’s Balance Sheet when it becomes a party to
the contractual provisions of the instrument.
b. Significant accounting estimates and judgements
The preparation of the Financial Statements requires
the use of estimates, assumptions and judgements.
These estimates, assumptions and judgements affect the
reported amounts of assets and liabilities at the reporting
date. While estimates are based on best judgement
using information and financial data available, the actual
outcome may differ from these estimates. The key
sources of estimation and uncertainty relate to the fair
valuation of the unlisted investments.
Judgements
The Directors consider that the preparation of the
Financial Statements involves the following key
judgement:
(i) the fair valuation of the unlisted investments.
The key judgements in the fair valuation process are:
(i) the Managers’ determination of the appropriate
application of the International Private Equity and
Venture Capital Valuation (‘IPEV’) Guidelines 2025 to
each unlisted investment;
(ii) the Directors’ consideration of whether each fair
value is appropriate following detailed review and
challenge. The judgement applied in the selection of
the methodology used (see 1c below) for determining
the fair value of each unlisted investment can have a
significant impact upon the valuation;
(iii) the selection of appropriate comparable companies
in order to derive revenue multiples and meaningful
relationships between enterprise value, revenue
and earnings growth. Comparable companies are
chosen on the basis of their business characteristics
and growth patterns; and
(iv) the selection of a revenue metric (either historical or
forecast).
105
Baillie Gifford US Growth Trust plc
Estimates
The key estimate in the Financial Statements is the
determination of the fair value of the unlisted investments
by the Managers for consideration by the Directors. This
estimate is key as it significantly impacts the valuation of
the unlisted investments at the Balance Sheet date. The
fair valuation process involves estimation using subjective
inputs that are unobservable (i.e. for which market data is
unavailable). The main estimates involved in the selection
of the valuation process inputs are:
(i) the application of an appropriate discount factor to
reflect the reduced liquidity of unlisted companies
versus their listed peers;
(ii) the estimation of the probability assigned to an exit
being through an initial public offering (‘IPO’) or a
company sale;
(iii) the selection of an appropriate industry benchmark
index to assist with the valuation validation or the
application of valuation adjustments, particularly
in the absence of established earnings or closely
comparable peers; and
(iv) the calculation of valuation adjustments derived from
milestone analysis (i.e. incorporating operational
success against the plan/forecasts of the business
into the valuation).
Fair value estimates are cross‑checked to alternative
estimation methods where possible to improve the
robustness of the estimates. As the valuation outcomes
may differ from the fair value estimates a price sensitivity
analysis is provided in Other Price Risk Sensitivity in
note 17 on pages 116 to 119 to illustrate the effect on the
Financial Statements of an over or under estimation of
fair values. The risk of an over or under estimation of fair
values is greater when methodologies are applied using
more subjective inputs.
Assumptions
The determination of fair value by the Managers involves
key assumptions dependent upon the valuation technique
used. As explained in 1c below, the primary technique
applied under the IPEV Guidelines is the multiples
approach. Where the multiples approach is used the
valuation process recognises also, as stated in the
IPEV Guidelines, that the price of a recent investment
may be an appropriate starting point for estimating fair
value. The multiples approach involves subjective inputs
and therefore presents a greater risk of over or under
estimation and particularly in the absence of a recent
transaction.
The key assumptions for the multiples approach are
that the selection of comparable companies provides a
reasonable basis for identifying relationships between
enterprise value, revenue and growth to apply in the
determination of fair value. Other assumptions include the
discount applied for reduced liquidity versus listed peers.
Valuations are cross‑checked for reasonableness to
alternative market‑based approaches or benchmark index
movements as appropriate.
c. Investments
The Company’s investments are classified, recognised
and measured at fair value through profit or loss in
accordance with sections 11 and 12 of FRS 102. Changes
in fair value of investments and gains and losses on
disposal are recognised as capital items in the Income
Statement.
Recognition and initial investment
Purchases and sales of investments are accounted for on
a trade date basis. Upon initial recognition investments in
securities are recognised at transaction value. Expenses
incidental to purchase and sale are written off to capital
at the time of acquisition or disposal. All investments are
classified as valued at fair value through profit or loss
upon initial recognition and are measured at subsequent
reporting dates at fair value.
Measurement and valuation
Listed investments
The fair value of listed security investments is the last
traded price on recognised overseas exchanges.
Unlisted investments
Unlisted investments are valued at fair value by the
Directors following a detailed review and appropriate
challenge of the valuations proposed by the Managers.
The Managers’ unlisted investment valuation policy
applies techniques consistent with the IPEV Guidelines.
The techniques applied are predominantly market‑based
approaches. The market‑based approaches available
under the IPEV guidelines are set out below and are
followed by an explanation of how they are applied to the
Company’s unlisted portfolio:
• multiples;
• industry valuation benchmarks; and
• available market prices.
The nature of the unlisted portfolio currently will influence
the valuation technique applied. The valuation approach
recognises that, as stated in the IPEV Guidelines, the
price of a recent investment, if resulting from an orderly
transaction, generally represents fair value as at the
transaction date and may be an appropriate starting point
for estimating fair value at subsequent measurement
dates. However, consideration is given to the facts and
circumstances as at the subsequent measurement date,
including changes in the market or performance of the
investee company. Milestone analysis is used where
appropriate to incorporate the operational progress of
the investee company into the valuation. Additionally,
thebackground to the transaction must be considered.
Asa result, various market‑based techniques are
employed to assess the valuations particularly in those
companies with established revenues. Discounted
cashflows are used where appropriate. An absence of
relevant industry peers may preclude the application
of the industry valuation benchmarks technique and
an absence of observable prices may preclude the
available market prices approach. All valuations are
cross‑checked for reasonableness by employing relevant
alternativetechniques.
Financial report
Annual Report and Financial Statements 2026
106
The unlisted investments are valued according to a three
monthly cycle of measurement dates. The fair value of
the unlisted investments will be reviewed before the
next scheduled three monthly measurement date on the
following occasions:
(i) at the year end and half year end of the Company;
and
(ii) where there is an indication of a change in fair value
as defined in the IPEV Guidelines (commonly referred
to as ‘trigger’ events).
Gains and losses
Gains and losses on investments, including those
arising from foreign currency exchange differences, are
recognised in the Income Statement as capital items.
The average cost methodology is used to determine the
cost of investments sold when calculating the gain or loss
ondisposal.
The Managers monitor the investment portfolio on a fair
value basis and use the fair value basis for investments
in making investment decisions and monitoring financial
performance.
d. Cash and cash equivalents
Cash and cash equivalents include cash in hand and
deposits repayable on demand. Deposits are repayable
on demand if they can be withdrawn at any time without
notice and without penalty or if they have a maturity or
period of notice of not more than one working day.
e. Financial liabilities
Bank loans are classified as loans and are measured at
amortised cost. They are initially recorded at the proceeds
received net of direct costs.
f. Income
(i) Income from equity investments is brought into
account on the date on which the investments are
quoted ex‑dividend or, where no ex‑dividend date
is quoted, when the Company’s right to receive
payment is established.
(ii) If scrip dividends are taken in lieu of dividends in
cash, the net amount of the cash dividend declared
is credited to the revenue account. Any excess or
shortfall in the value of the shares received over the
amount of the cash dividend foregone is recognised
as capital.
(iii) Special dividends are treated as repayments of
capital or income depending on the facts of each
particular case.
(iv) Overseas dividends include the taxes deducted at
source.
(v) Interest receivable on bank deposits and
underwriting commission are recognised on an
accruals basis.
g. Expenses
All expenses are accounted for on an accruals basis.
Expenses are charged through the revenue column of the
Income Statement except where:
(i) they relate directly to the acquisition or disposal of
an investment (transaction costs), in which case
they are recognised as capital within losses/gains on
investments; and
(ii) they relate directly to the buyback/issuance of
shares, in which case they are added to the buyback
cost or deducted from the share issuance proceeds.
h. Finance costs
Finance costs are accounted for on an accruals basis
and on an effective interest rate basis and are charged
through the revenue account.
i. Taxation
Current tax assets and liabilities are measured at the
amount expected to be recovered from or paid to taxation
authorities. The tax rates and tax laws used to compute
the amount are those enacted or substantively enacted at
the reporting date.
Deferred taxation is provided on an undiscounted basis
on all timing differences which have originated but not
reversed by the Balance Sheet date, calculated at the
tax rates expected to apply when the timing differences
reverse, based on what has been enacted or substantially
enacted, relevant to the benefit or liability. Deferred tax
assets are recognised only to the extent that it is more
likely than not that there will be taxable profits from which
underlying timing differences can be deducted.
j. Foreign currencies
Transactions involving foreign currencies are converted
at the rate ruling at the time of the transaction. Assets
and liabilities in foreign currencies are translated at the
closing rates of exchange at the Balance Sheet date.
Any gain or loss arising from a change in exchange rate
subsequent to the date of the transaction is included as
an exchange gain or loss in the capital reserve or revenue
reserve as appropriate. Foreign exchange movements on
investments are included in the Income Statement within
gains or losses on investments.
k. Special distributable reserve
The special distributable reserve can be used for the
repurchase of shares and may be distributed by way of
dividend.
l. Capital reserve
Gains and losses on disposal of investments, changes
in the fair value of investments held and realised and
unrealised foreign exchange differences of a capital
nature are dealt with in this reserve after being recognised
in the Income Statement. Purchases of the Company’s
own shares may be funded from this reserve
m. Revenue reserve
The revenue profit or loss for the year is taken to or from
this reserve. The revenue reserve, when in surplus, may
be distributed by way of a dividend.
n. Single segment reporting
The Company is engaged in a single segment of business,
being investment business, consequently no business
segmental analysis is provided.
107
Baillie Gifford US Growth Trust plc
02 Income
2026
£’000
2025
£’000
Income from investments
Overseas dividends 584 449
Overseas interest 136 108
720 557
Other income
Deposit interest 95 159
Miscellaneous income 49 –
144 159
Total income 864 716
03 Investment management fee
2026
£’000
2025
£’000
Investment management fee 4,858 4,264
Details of the Investment Management Agreement are set out on page 69. The annual management fee is 0.70% on the first £100
million of net assets, 0.55% on the next £900 million of net assets and 0.50% on the remaining net assets. Management fees are
calculated and payable quarterly.
04 Other administrative expenses
2026
£’000
2025
£’000
Directors’ fees (see Directors’ remuneration report page 86)
171 194
Auditor’s remuneration for audit services
†
179 172
General administrative expenses 356 563
Marketing
*
194 200
Custody fees 14 12
Depositary fees 78 68
Registrar fees 19 30
1,011 1,239
* The Company is part of a marketing programme which includes all the investment trusts managed by the Managers. The marketing strategy has
an ongoing objective to stimulate demand for the Company’s shares. The cost of this marketing strategy is borne in partnership by the Company
and the Managers. The Managers match the Company’s marketing contribution and provide the resource to manage and run the programme.
†
There were no non‑audit fees paid to the external auditor in the year to 31May 2026 or 2025.
05 Finance costs of borrowings
2026
£’000
2025
£’000
Interest on bank loans (see note 11) 2,081 2,458
Finance costs include the initial arrangement fee and non‑utilisation fees.
Financial report
Annual Report and Financial Statements 2026
108
06 Tax
2026
£’000
2025
£’000
Analysis of charge in year
Overseas withholding tax 76 67
Factors affecting the tax charge for the year
The tax charge for the year is lower than the standard rate of corporation tax
in the UK of 25% (2025 – 25%). The differences are explained below:
Net return before taxation 226,638 135,428
Net return before taxation multiplied by the standard rate of corporation tax
in the UK of 25% (2025 – 25%)
56,660 33,857
Capital returns not taxable (58,431) (35,668)
Overseas dividends not taxable (146) (112)
Current year management expenses and non‑trade loan relationship deficit not utilised 1,917 1,923
Overseas withholding tax incurred 76 67
Tax charge for the year 76 67
Given the Company’s intention to meet the conditions required to retain its status as an Investment Trust Company, no
provision has been made for deferred UK capital gains tax on any capital gains or losses arising on the revaluation or disposal
ofinvestments.
Factors that may affect future tax charges
At 31 May 2026 the Company had surplus management expenses and losses on non‑trading loan relationships of £43,638,000
(2025 – £35,968,000) and other temporary differences of £584,000 (2025 – £447,000). No deferred tax asset has been
recognised in respect of these amounts because the Company is not expected to generate taxable income in a future period in
excess of the deductible expenses of that future period and, accordingly, it is unlikely that the Company will be able to reduce
future tax liabilities through the use of existing surplus expenses.
07 Net return per ordinary share
2026
Revenue
2026
Capital
2026
Total
2025
Revenue
2025
Capital
2025
Total
Net return after taxation (2.58p) 84.12p 81.54p (2.54p) 49.51p 46.97p
Revenue return per ordinary share is based on the net revenue loss after taxation of £7,162,000 (2025 – net revenue loss after
taxation of £7,312,000) and on 277,835,028 (2025 – 288,178,084) ordinary shares, being the weighted average number of
ordinary shares in issue (excluding treasury shares) during each period.
Capital return per ordinary share is based on the net capital profit for the financial period of £233,724,000 (2025 – net capital
profit after taxation of £142,673,000) and on 277,835,028 (2025 – 288,178,084) ordinary shares, being the weighted average
number of ordinary shares in issue (excluding treasury shares) during each period.
Total return per ordinary share is based on the total profit for the financial period of £226,562,000 (2025 – total profit of
£135,361,000) and on 277,835,028 (2025 – 288,178,084) ordinary shares, being the weighted average number of ordinary
shares in issue (excluding treasury shares) during each period.
There are no dilutive or potentially dilutive shares in issue.
08 Ordinary dividends
There are no dividends paid or proposed in respect of the financial year. There is no net revenue available for distribution by way of
dividend for the year to 31 May 2026 due to the revenue loss of £7,162,000 in the year (2025 – revenue loss of £7,312,000).
109
Baillie Gifford US Growth Trust plc
09 Fixed assets – investments
As at 31May 2026
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Listed equities 543,209 – – 543,209
Unlisted ordinary shares – – 27,447 27,447
Unlisted preference shares* – – 418,090 418,090
Unlisted convertible promissory notes – – 2,302 2,302
Unlisted CVR† – – – –
Total financial asset investments 543,209 – 447,839 991,048
As at 31May 2025
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Listed equities 499,337 – – 499,337
Unlisted ordinary shares – – 39,507 39,507
Unlisted preference shares* – – 231,653 231,653
Unlisted convertible promissory notes – – 2,250 2,250
Unlisted CVR† – – – –
Total financial asset investments 499,337 – 273,410 772,747
* The investments in preference shares are not classified as equity holdings as they include liquidation preference rights that determine the
repayment (or multiple thereof) of the original investment in the event of a liquidation event such as a take‑over.
† The Abiomed CVR (see ‘Contingent value rights’ on page 132 for details) had a fair value of nil at 31May 2026 and 31May 2025.
During the year to 31May 2026 investments with a book cost of £8,262,000 (31May 2025 – no investments) were transferred
from Level 3 to Level 1 on becoming listed. Investments in securities are financial assets held at fair value through profit or
loss. Inaccordance with FRS 102, the tables above provide an analysis of these investments based on the fair value hierarchy
described below, which reflects the reliability and significance of the information used to measure their fair value.
Fair value hierarchy
The fair value hierarchy used to analyse the fair values of financial assets is described below. The levels are determined by the
lowest (that is the least reliable or least independently observable) level of input that is significant to the fair value measurement
for the individual investment in its entirety as follows:
Level 1 – using unadjusted quoted prices for identical instruments in an active market;
Level 2 – using inputs, other than quoted prices included within Level 1, that are directly or indirectly observable
(based on market data); and
Level 3 – using inputs that are unobservable (for which market data is unavailable).
The valuation techniques used by the Company are explained in the accounting policies on pages 105 and 106. A sensitivity
analysis by valuation technique of the unlisted securities is given on pages 116 to 119.
Financial report
Annual Report and Financial Statements 2026
110
09 Fixed assets – investments (continued)
Listed
securities
£’000
Unlisted
securities*
£’000
2026
Total
£’000
2025
Total
£’000
Cost of investments at start of year 330,384 208,227 538,611 533,289
Investment holding gains at start of year 168,953 65,183 234,136 144,945
Value of investments at start of year 499,337 273,410 772,747 678,234
Movements in year:
Purchases at cost 194,019 30,289 224,308 83,014
Sales – proceeds received (179,052) (60,898) (239,950) (129,443)
– realised gains on sales 42,783 41,062 83,845 51,751
Gains and losses on investments (22,140) 172,238 150,098 89,191
Changes in categorisation† 8,262 (8,262) – –
Value of investments at end of year 543,209 447,839 991,048 772,747
Cost of investments at end of year
396,396 210,418 606,814 538,611
Investment holding gains at end of year 146,813 237,421 384,234 234,136
Value of investments at end of year 543,209 447,839 991,048 772,747
* Includes holdings in ordinary shares, preference shares and convertible promissory notes.
† During the year to 31 May 2026 investments with a book cost of £8,262,000 and fair value of £19,372,000 (31 May 2025 – no investments) were
transferred from Level 3 to Level 1 on becoming listed.
The Company received £239,950,000 from investments sold in the year (2025 – £129,443,000). The book cost of these
investments when they were purchased was £156,105,000 (2025 – £77,693,000). These investments have been revalued over
time and until they were sold any unrealised gains/losses were included in the fair value of the investments.
Transaction costs of £27,000 (2025 – £18,000) and £37,000 (2025 – £18,000) were suffered on purchases and sales respectively.
2026
£’000
2025
£’000
Net gains on investments
Gains on sales 83,845 51,751
Changes in investment holding gains 150,098 89,191
233,943 140,942
For more information on the performance of the portfolio please see the Managers’ review on pages 11 to 19.
111
Baillie Gifford US Growth Trust plc
09 Fixed assets – investments (continued)
Significant holdings
Details of significant holdings are noted below in accordance with the disclosure requirements of paragraph 82 of the AIC
Statement of Recommended Practice ‘Financial Statements of Investment Trust Companies and Venture Capital Trusts’ (updated
in July 2022), in relation to unlisted investments included in the ten largest holdings within the list of investments disclosed on
pages 47 to 50. As required, this disclosure includes turnover, pre‑tax profits and net assets attributable to investors as reported
within the most recently audited financial statements of the investee companies, where possible.
As at 31May 2026
Latest
financial
statements
Book
cost
£’000
Market
value
£’000
Income
recognised from
holding in the
period £’000
Turnover
£’000
Pre‑tax
profit/
(loss)
£’000
Net assets
attributable to
shareholders
£’000Name Business
Space
Exploration
Technologies
Rocket and
spacecraft
company
n/a 5,925 162,587 Nil Information not publicly available*
Stripe Online payment
platform
n/a 25,463 72,646 Nil Information not publicly available*
Anthropic AI safety and
research
company
n/a 18,436 63,358 Nil Information not publicly available*
Databricks Data and AI
platform
n/a 10,140 32,631 Nil Information not publicly available*
As at 31May 2025
Latest
financial
statements
Book
cost
£’000
Market
value
£’000
Income
recognised from
holding in the
period £’000
Turnover
£’000
Pre‑tax
profit/
(loss)
£’000
Net assets
attributable to
shareholders
£’000Name Business
Space
Exploration
Technologies
Rocket and
spacecraft
company
n/a 11,225 86,601 Nil Information not publicly available*
Stripe Online payment
platform
n/a 25,463 41,228 Nil Information not publicly available*
*
Confidentiality agreements prevent the disclosure of this information.
10 Debtors
2026
£’000
2025
£’000
Amounts falling due within one year:
Income accrued (net of withholding taxes) 689 535
Sales for subsequent settlement 4,989 –
Other debtors and prepayments 216 219
5,894 754
None of the above debtors are financial assets designated at fair value through profit or loss. The carrying amount of debtors is a
reasonable approximation of fair value. There are no debtors that were past due or impaired at 31May 2026 or 31May 2025.
Financial report
Annual Report and Financial Statements 2026
112
11 Creditors – amounts falling due within one year
2026
£’000
2025
£’000
Bank loans 37,095 37,078
Purchases for subsequent settlement 4,992 –
Investment management fee 1,355 1,060
Other creditors and accruals 450 502
43,892 38,640
Borrowing facilities
At 31May 2026 there were drawings of US$25 million at an interest rate of 5.47% on the unsecured US$25 million three‑
year revolving credit facility with ING Bank N.V., London Branch which matures on 30 July 2026 (2025 – US$25 million at an
interest rate of 5.90%). At 31May 2026 there were drawings of US$25 million at an interest rate of 5.03% on the unsecured
US$25million three‑year revolving credit facility with Royal Bank of Scotland International Limited which matures on 18October
2026 (2025 – US$25 million at an interest rate of 5.63%). Subsequent to the year end on 30 July 2026 these facilities were
refinanced with a new unsecured US$50 million three‑year revolving credit facility from Royal Bank of Scotland International
Limited.
The main covenants relating to the loans in place during the year to 31 May 2026 are that borrowings should not exceed 30%
of the Company’s adjusted net asset value or adjusted portfolio value and the Company’s minimum adjusted net asset value
or adjusted portfolio value shall be £140 million. The adjusted net asset value and adjusted portfolio value calculations include
the deduction of 100% of the value of any unlisted securities. There were no breaches in the loan covenants during the year to
31May 2026 (31May 2025 – none).
12 Share capital
2026
Number
2026
£’000
2025
Number
2025
£’000
Allotted, called up and fully paid ordinary shares of 1p each 276,723,700 2,767 281,228,700 2,812
Treasury shares of 1p each 30,636,300 306 26,131,300 261
307,360,000 3,073 307,360,000 3,073
In the year to 31May 2026, the Company issued no shares (2025 – nil).
Over the period from 1June 2026 to 14 September 2026 the Company has issued no shares.
The Company’s authority to buy back shares up to a maximum of 14.99% of the Company’s issued share capital was renewed
at the Annual General Meeting held on 2 October 2025. In the year to 31May 2026, 4,505,000 shares with a nominal value of
£45,050 were bought back at a total cost of £11,921,000 (2025 – 16,000,000 shares with a nominal value of £160,000 were
bought back at a total cost of £35,504,000) and held in treasury. At 31May 2026 the Company had authority to buy back
40,949,570 ordinary shares.
Over the period from 1June 2026 to 14 September 2026 no shares were bought back and held in treasury.
113
Baillie Gifford US Growth Trust plc
13 Capital and reserves
Share
capital
£’000
Share
premium
account
£’000
Special
distributable
reserve
£’000
Capital
reserve
£’000
Revenue
reserve
£’000
Shareholders’
funds
£’000
At 1 June 2025
3,073 250,827 168,942 354,716 (33,768) 743,790
Net gains on sales of investments – – – 83,845 – 83,845
Changes in investment holding gains – – – 150,098 – 150,098
Exchange differences on bank loans – – – (17) – (17)
Other exchange differences – – – (202) – (202)
Ordinary shares bought back into
treasury
– – – (11,921) – (11,921)
Revenue return after taxation – – – – (7,162) (7,162)
At 31May 2026 3,073 250,827 168,942 576,519 (40,930) 958,431
Share
capital
£’000
Share
premium
account
£’000
Special
distributable
reserve
£’000
Capital
reserve
£’000
Revenue
reserve
£’000
Shareholders’
funds
£’000
At 1 June 2024 3,073 250,827 168,942 247,547 (26,456) 643,933
Net gains on sales of investments – – – 51,751 – 51,751
Changes in investment holding gains – – – 89,191 – 89,191
Exchange differences on bank loans – – – 2,193 – 2,193
Other exchange differences – – – (462) – (462)
Ordinary shares bought back
into treasury
– – – (35,504) – (35,504)
Revenue return after taxation – – – – (7,312) (7,312)
At 31 May 2025 3,073 250,827 168,942 354,716 (33,768) 743,790
The capital reserve includes investment holding gains on fixed asset investments of £384,234,000 (2025 – gains of £234,136,000)
as disclosed in note 9.
The revenue reserve, the capital reserve (to the extent it constitutes realised profits) and the special distributable reserve may be
distributed by way of dividend.
The special distributable reserve and the capital reserve can be used for the repurchase of shares.
14 Net asset value per ordinary share
The net asset value per ordinary share and the net asset value attributable to the ordinary shareholders at the year end were as
follows:
2026 2025
2026
£’000
2025
£’000
Shareholders’ funds 346.35p 264.48p 958,431 743,790
The movements during the period of the assets attributable to the ordinary shares are shown in note 13.
Net asset value per ordinary share is based on the net assets as shown above and on 276,723,700 (2025 – 281,228,700) ordinary
shares, being the number of ordinary shares in issue (excluding treasury shares) at 31May 2026 and 31May 2025 respectively.
Financial report
Annual Report and Financial Statements 2026
114
15 Analysis of change in net debt
At 31May
2025
£’000
Cash flows
£’000
Exchange
movement
£’000
At 31May
2026
£’000
Cash at bank 8,929 (3,346) (202) 5,381
Loans due within one year (37,078) – (17) (37,095)
(28,149) (3,346) (219) (31,714)
16 Transactions with related parties and the Managers and Secretaries
The Directors’ fees and shareholdings are detailed in the Directors’ remuneration report on pages 85 to 88. No Director has a
contract of service with the Company. During the period no Director was interested in any contract or other matter requiring
disclosure under section 412 of the Companies Act 2006.
Baillie Gifford & Co Limited has been appointed as the Company’s Alternative Investment Fund Managers and Company
Secretaries. Details of the terms of the Investment Management Agreement are set out on page 69 and details of the fees during
the period and the balance outstanding at the period end are shown in notes 3 and 11 respectively.
17 Financial instruments
As an investment trust, the Company invests in listed and unlisted securities and makes other investments so as to achieve
its investment objective of maximising capital appreciation from a focussed and actively managed portfolio of investments
predominantly in listed and unlisted US companies. The Company may borrow money when the Board and Managers have
sufficient conviction that the assets funded by borrowed monies will generate a return in excess of the cost of borrowing.
In pursuing its investment objective, the Company is exposed to various types of risk that are associated with the financial
instruments and markets in which it invests.
These risks are categorised as market risk (comprising currency risk, interest rate risk and other price risk), liquidity risk and
credit risk. The Board monitors closely the Company’s exposures to these risks but does so in order to reduce the likelihood of
a permanent loss of capital rather than to minimise short‑term volatility. Risk provides the potential for both losses and gains. In
assessing risk, the Board encourages the Managers to exploit the opportunities that risk affords.
The risk management policies and procedures outlined in this note have not changed significantly from the previous accounting
period.
Market risk
The fair value or future cash flows of a financial instrument or other investment held by the Company may fluctuate because of
changes in market prices. This market risk comprises three elements – currency risk, interest rate risk and other price risk. The
Board of Directors reviews and agrees policies for managing these risks and the Company’s Managers both assess the exposure
to market risk when making individual investment decisions and monitor the overall level of market risk across the investment
portfolio on an ongoing basis.
Details of the Company’s investment portfolio are shown in note 9. The Company may, from time to time, enter into derivative
transactions to hedge specific market, currency or interest rate risk. In the year to 31May 2026 and the year to 31May 2025
no such transactions were entered into. The Company’s Managers may not enter into derivative transactions without the prior
approval of the Board.
i. Currency risk
The Company’s assets, liabilities and income are principally denominated in US dollars. The Company’s functional currency and
presentational currency is sterling. Consequently, movements in the US dollar/sterling exchange rate will affect the sterling value
of those items.
The Managers monitor the Company’s US dollar exposure (and any other overseas currency exposure) and report to the Board on
a regular basis. The Managers assess the risk to the Company of the foreign currency exposure by considering the effect on the
Company’s net asset value and income of a movement in the rates of exchange to which the Company’s assets, liabilities, income
and expenses are exposed. However, the country in which a company is listed is not necessarily where it earns its profits. The
movement in exchange rates on overseas earnings may have a more significant impact upon a company’s valuation than a simple
translation of the currency in which the company is quoted.
US dollar borrowings can limit the Company’s exposure to anticipated future changes in exchange rates which might otherwise
adversely affect the value of the portfolio of investments.
115
Baillie Gifford US Growth Trust plc
17 Financial instruments (continued)
i. Currency risk (continued)
Exposure to currency risk through asset allocation, which is calculated by reference to the currency in which the asset or liability
is quoted, is shown below.
At 31May 2026
Investments
£’000
Cash and
deposits
£’000
Bank
loans
£’000
Otherdebtors
andcreditors*
£’000
Net
exposure
£’000
US dollar 991,048 5,022 (37,095) 501 959,476
Total exposure to currency risk 991,048 5,022 (37,095) 501 959,476
Sterling – 359 – (1,404) (1,045)
991,048 5,381 (37,095) (903) 958,431
* Includes non‑monetary assets of £199,000.
At 31May 2025
Investments
£’000
Cash and
deposits
£’000
Bank
loans
£’000
Otherdebtors
andcreditors*
£’000
Net
exposure
£’000
US dollar 772,747 8,605 (37,078) 331 744,605
Total exposure to currency risk 772,747 8,605 (37,078) 331 744,605
Sterling – 324 – (1,139) (815)
772,747 8,929 (37,078) (808) 743,790
* Includes non‑monetary assets of £171,000.
Currency risk sensitivity
At 31May 2026, if sterling had strengthened by 5% against the US dollar, with all other variables held constant, total net assets
and total return would have decreased by £47,974,000 (2025 – £37,230,000). A 5% weakening of sterling against the US dollar,
with all other variables held constant, would have had an equal but opposite effect on the Financial Statement amounts. The
analysis is performed on the same basis as it was for 2025.
A change of 5% in foreign currency rates has been considered to be a reasonably plausible change.
ii. Interest rate risk
Interest rate movements may affect directly the level of income receivable on cash deposits and the interest payable on any variable
rate borrowings.
They may also impact upon the market value of investments as the effect of interest rate movements upon the earnings of a
company may have a significant impact upon the valuation of that company’s equity.
The possible effects on fair value and cash flows that could arise as a result of changes in interest rates are taken into account when
making investment decisions and when entering into borrowing agreements.
The Board reviews on a regular basis the amount of investments in cash.
The Company finances part of its activities through borrowings within approved levels. The amount of any such borrowings and the
approved levels are monitored and reviewed regularly by the Board.
The interest rate risk profile of the Company’s financial assets and liabilities at 31May 2026 and 31May 2025 are shown below.
Financial assets
2026
Fair value
£’000
2026
Weighted
average
interest rate
2026
Weighted
average period
until maturity
2025
Fair value
£’000
2025
Weighted
average
interest rate
2025
Weighted
average period
until maturity
Cash
US dollar 5,022 1.2% n/a 8,605 1.9% n/a
Sterling 359 1.1% n/a 324 1.5% n/a
5,381 8,929
The cash deposits generally comprise overnight call or short‑term money market deposits and earn interest at floating rates based
on prevailing bank base rates. The table above does not include interest bearing investments because these investments have
fixed interest rates and therefore are not subject to interest rate sensitivity.
Financial report
Annual Report and Financial Statements 2026
116
17 Financial instruments (continued)
Financial liabilities
2026
Book value
£’000
2026
Weighted
average
interest rate
2026
Weighted
averageperiod
untilmaturity*
2025
Book value
£’000
2025
Weighted
average
interest rate
2025
Weighted
averageperiod
untilmaturity*
Bank loans
Floating rate – US$ denominated 37,095 5.3% 97 days 37,078 5.8% 462 days
37,095 37,078
* Based on expected maturity date. The three‑year floating rate facilities are rolled forward on a three‑monthly basis. The amount drawn down over
the term of the facilities is reviewed at every roll forward date.
Interest rate risk sensitivity
An increase of 100 basis points in interest rates, with all other variables held constant, would have decreased the Company’s total
net assets and total return for the year ended 31May 2026 by £296,000 (2025 – decreased by £304,000). This is due to the
Company’s exposure to interest rates on its revolving floating rate bank loans and cash balances. A decrease of 100 basis points
would have had an equal but opposite effect.
iii. Other price risk
Changes in market prices other than those arising from interest rate risk or currency risk may also affect the value of the Company’s
net assets. The Board manages the market price risks inherent in the investment portfolio by ensuring full and timely access to
relevant information from the Managers. The Board meets regularly and at each meeting reviews investment performance, the
investment portfolio and the rationale for the current investment portfolio positioning to ensure consistency with the Company’s
objectives and investment policies. The portfolio does not seek to reproduce the comparative index. Investments are selected
based upon the merit of individual companies and therefore performance may well diverge from the comparative index.
Other price risk sensitivity
A full list of the Company’s investments is given on pages 47 to 50. In addition, an analysis of the investment portfolio by broad
industrial or commercial sector is shown on page 38.
56.7% (2025 – 67.1%) of the Company’s net assets were invested in quoted equities. A 5% increase in quoted equity valuations
at 31 May 2026 would have increased total assets and total return by £27,160,000 (2025 – £24,967,000). A decrease of 5%
would have had an equal but opposite effect.
46.7% (2025 – 36.8%) of the Company’s net assets were invested in private company investments. The fair valuation of the
private company investments is influenced by the estimates, assumptions and judgements made in the fair valuation process
(see1b on page 104).
117
Baillie Gifford US Growth Trust plc
17 Financial instruments (continued)
iii. Other price risk (continued)
Other price risk sensitivity (continued)
The private company sensitivity analysis below recognises that the valuation methodologies employed involve different levels of
subjectivity in their significant unobservable inputs and illustrates the sensitivity of the valuations to these inputs as it involves
more significant subjective estimation than the recent transaction method. The inputs have been flexed by +/‑10%. The table also
provides the range of values for the key unobservable inputs.
As at
31May 2026
Valuation technique
Significant unobservable inputs*
Fair value of
investments
£’000
Key
unobservable
inputs
Other
unobservable
inputs
†
Range
Weighted
average
range#
Sensitivity
%
Sensitivity to changes
in significant
unobservable inputs
Recent transaction
price
176,814 n/a
^
a,b n/a n/a 10 A movement by +/‑ 10%
in the company valuations
for those based on a recent
transaction would change
the fair value by £17,681,528
and (£17,681,528).
Price of expected
transaction
165,925 Execution
risk discount
a,b n/a n/a 10 A movement by +/‑ 10% in
the expected transaction
price would change the fair
value by £333,840 and
(£333,840).
Benchmark
performance
72,554 Selection of
comparable
companies
and relevant
indices
‡
a,b,c,f (24.3%)
– 44.8%
(20.9%) 10 If input benchmark
performance were changed
by +/‑ 10%, the fair value
would change by £4,377,041
and (£4,092,873).
Market approach
using comparable
trading multiples
32,546 EV/LTM
revenue
multiple
¶
a,b,c,d 1.4x –
7. 5 x
4.8x 10 If EV / LTM revenue
multiples were changed
by +/‑ 10%, the fair value
would change by £1,640,561
and (£1,954,523).
EV/2026E
revenue
multiple
§
a,b,c,d 0.3x –
7. 0 x
4.1x 10 If EV / 2026E revenue
multiples were changed
by +/‑ 10%, the fair value
would change by £106,277
and (£106,277).
EV/EBITDA
multiple
††
a,b,c,d 2.7x –
65.6x
29.2x 10 If EV / EBITDA multiples
were changed by +/‑ 10%,
the fair value would change
by £90,512 and (£90,512).
Illiquidity
discount
e (10.0%) (10.0%) 10 If the illiquidity discount is
changed by ‑/+ 10%, the
fair value would change by
£301,141 and (£301,141).
†
See explanation of significant unobservable inputs on page 119 (sections ‘a’ to ‘g’ as relevant).
#
Weighted average is calculated by reference to the fair value of holdings as at the year end. This therefore gives a clearer indication of the typical
multiple or adjustment being applied across the portfolio.
‡
See explanation for the selection of comparable companies on page 119, section ‘c’. The percentage movements reflect the movement in overall
company value for the basket of comparable companies relevant to each holding since the most recent transaction or since the last assessed.
¶
Enterprise value (EV) divided by the last twelve months (LTM) revenue.
§
Enterprise value (EV) divided by the 2026 estimated revenue.
††
Enterprise value (EV) divided by the earnings before interest, tax, depreciation and amortisation (EBITDA).
^
Whilst a recent transaction price may be the most appropriate basis for a valuation, it will be corroborated by other techniques which factor in the
unobservable inputs noted in the above table. However, the transaction price itself is observable.
*
Significant unobservable inputs
The unobservable inputs applicable to each broad category of valuation basis will vary dependent on the particular circumstances of each
unlisted company valuation. An explanation of each of the key unobservable inputs is provided below and includes an indication of the range in
value for each input, where relevant. The assumptions made in the production of the inputs are described in note 1b on page 104.
Financial report
Annual Report and Financial Statements 2026
118
17 Financial instruments (continued)
As at
31May 2025
Valuation technique
Significant unobservable inputs*
Fair value of
investments
£’000
Key
unobservable
inputs
Other
unobservable
inputs
†
Range
Weighted
average
range#
Sensitivity
%
Sensitivity to changes
in significant
unobservable inputs
Recent transaction
price
165,898 n/a
^
a,b n/a n/a 10 A movement by +/‑
10% in the company
valuations for those
based on a recent
transaction would
change the fair value
by £16,408,583 and
(£15,506,910).
Benchmark
performance
54,416 Selection of
comparable
companies
and relevant
indices
‡
a,b,c,f (29.3%)
– 14.7%
(2.8%) 10 If input comparable
company performance
changed by +/‑ 10%,
the fair value would
change by £4,084,704
and (£3,765,232).
Market approach
using comparable
trading multiples
53,096 EV/LTM
revenue
multiple
¶
a,b,c,d 1.4x –
12.9x
6.1x 10 If EV/LTM multiples
changed by +/‑ 10%,
the fair value would
change by £4,001,570
and (£3,745,043).
EV/NTM
revenue
multiple
§
a,b,c,d 1.6x –
15.8x
6.9x 10 If EV/NTM multiples
changed by +/‑ 10%,
the fair value would
change by £228,764
and (£228,796).
Illiquidity
discount
e (10.0%) (10.0%) 10 If the illiquidity discount
changed by ‑/+ 10%,
the fair value would
change by £605,260
and (£449,303).
Transaction
implied
premiums and
discounts
g 130.0% 130.0% 10 If a +/‑ 10%
adjustment is applied
to the calculated
premiums and
discounts, the fair
value would change
by £881,022 and
(£880,459).
†
See explanation of significant unobservable inputs on page 119 (sections ‘a’ to ‘g’ as relevant).
#
Weighted average is calculated by reference to the fair value of holdings as at the year end. This therefore gives a clearer indication of the typical
multiple or adjustment being applied across the portfolio.
‡
See explanation for the selection of comparable companies on page 119, section ‘c’. The percentage movements reflect the movement in overall
company value for the basket of comparable companies relevant to each holding since the most recent transaction or since the last assessed.
¶
Enterprise value (EV) divided by the last twelve months (LTM) revenue.
§
Enterprise value (EV) divided by the next twelve months (NTM) forecast revenue.
^
Whilst a recent transaction price may be the most appropriate basis for a valuation, it will be corroborated by other techniques which factor in the
unobservable inputs noted in the above table. However, the transaction price itself is observable.
*
Significant unobservable inputs
The unobservable inputs applicable to each broad category of valuation basis will vary dependent on the particular circumstances of each
unlisted company valuation. An explanation of each of the key unobservable inputs is provided below and includes an indication of the range in
value for each input, where relevant. The assumptions made in the production of the inputs are described in note 1b on page 104.
119
Baillie Gifford US Growth Trust plc
17 Financial instruments (continued)
a. Application of valuation basis
Each investment is assessed independently, and the valuation basis applied will vary depending on the circumstances of each
investment. When an investment is pre‑revenue, the focus of the valuation will be on assessing the recent transaction and the
achievement of key milestones since investment. Adjustments may also be made depending on the performance of comparable
benchmarks and companies. For those investments where a trading multiples approach can be taken, the methodology will
factor in revenue, earnings or net assets as appropriate for the investment, and where a suitable correlation can be identified
with the comparable companies then a regression analysis will be performed. Discounted cash flows will also be considered
where appropriate forecasts are available.
b. Probability estimation of liquidation events
The probability of a liquidation event such as a company sale, or alternatively an initial public offering (‘IPO’), is a key variable
input in the transaction‑based and multiples‑based valuation techniques. The probability of an IPO versus a company sale is
typically estimated from the outset to be 50:50 if there has been no indication by the company of pursuing either of these
routes. If the company has indicated an intention to IPO, the probability is increased accordingly to 75% and if an IPO has
become a certainty the probability is increased to 100%. Likewise, in a scenario where a company is pursuing a trade sale the
weightings will be adjusted accordingly in favour of a sale scenario. The Company typically invests in higher ranking preference
shares which carry more protection, and this can therefore influence the end valuation. Option pricing models are used to
corroborate the valuations where there has been more notable company underperformance to ensure that the economic reality
of the shares held by Baillie Gifford US Growth remains appropriate.
c. Selection of comparable companies
The selection of comparable companies is assessed individually for each investment at the point of investment, and the
relevance of the comparable companies is evaluated at each valuation. The key criteria used in selecting appropriate
comparable companies are the industry sector in which they operate, the geography of the company’s operations, the
respective revenue and earnings growth rates and the operating margins. Typically, between four and ten comparable
companies will be selected for each investment, depending on how many relevant comparable companies are
identified. Theresultant revenue or earnings multiples or share price movements derived will vary depending on the companies
selected and the industries they operate in.
d. Estimated sustainable earnings
The selection of sustainable revenue or earnings will depend on whether the company is sustainably profitable or not, and
where it is not then revenues will be used in the valuation. The valuation approach will typically assess companies based on
the last twelve months of revenue or earnings, as they are the most recent available and therefore viewed as the most reliable.
Where a company has reliably forecasted earnings previously or there is a change in circumstance at the business which will
impact earnings going forward, then forward estimated revenue or earnings may be used instead.
e. Application of illiquidity discount
The application of an illiquidity discount will be applied either through the calibration of a valuation against the most recent
transaction, or by application of a specific discount. The discount applied where a calibration (see ‘g’ below) is not appropriate
is typically 10%, reflecting that the majority of the investments held are substantial companies with some secondary market
activity.
f. Selection of appropriate benchmarks
The selection of appropriate benchmarks is assessed individually for each investment. The industry and geography of
each company are key inputs to the benchmark selection, with either one or two key indices or benchmarks being used for
comparison where applicable.
g. Transaction implied premium and discount
Where there is an implied company valuation available as a result of an external arm’s length transaction, the ongoing valuation
will be calibrated to this by deriving a company valuation with reference to the average multiple from a set of comparable
companies and comparing this to a transaction implied valuation, and could result in an implied premium or discount compared
to comparable companies at the point of transaction. This discount or premium will be considered in future valuations, and may
be reduced due to factors such as period of time since the transaction and company performance. Where a calibrated approach
is not appropriate, a discount for illiquidity will be applied as noted in ‘e’ above.
Financial report
Annual Report and Financial Statements 2026
120
17 Financial instruments (continued)
Liquidity risk
This is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities. 54.6% of the
Company’s total assets as at 31May 2026 were investments in quoted securities that are readily realisable mitigating liquidity risk.
The Board provides guidance to the Managers as to the maximum exposure to any one holding and to the maximum aggregate
exposure to substantial holdings.
The Company has the power to take out borrowings, which give it access to additional funding when required. The Company’s
current borrowing facilities are detailed in note 11. Under the terms of the borrowing facilities, borrowings are repayable at their
current carrying value.
Credit risk
This is the risk that a failure of a counterparty to a transaction to discharge its obligations under that transaction could result in
the Company suffering a loss.
This risk is managed as follows:
(i) where the Managers make an investment in a bond or other security with credit risk, that credit risk is assessed and then
compared to the prospective investment return of the security in question;
(ii) the Depositary is liable for the loss of financial instruments held in custody. The Depositary will ensure that any delegate
segregates the assets of the Company. The Managers monitor the Company’s risk by reviewing the Custodian’s internal
control reports and reporting their findings to the Board;
(iii) investment transactions are carried out with a large number of brokers whose creditworthiness is reviewed by the Managers.
Transactions are ordinarily undertaken on a delivery versus payment basis whereby the Company’s Custodian bank ensures
that the counterparty to any transaction entered into by the Company has delivered on its obligations before any transfer of
cash or securities away from the Company is completed;
(iv) the creditworthiness of the counterparty to transactions involving derivatives, structured notes and other arrangements,
wherein the creditworthiness of the entity acting as broker or counterparty to the transaction is likely to be of sustained
interest, are subject to rigorous assessment by the Managers; and
(v) cash is only held at banks that are regularly reviewed by the Managers. At 31May 2026 and 31May 2025 all cash deposits
were held with the Custodian bank.
The Company owns a number of unquoted preference share securities. Some of these may have been classified as debt by the
issuer. There are no material amounts past due in relation to these securities. As these instruments (alongside the ordinary share
securities) have been recognised at fair value through profit and loss, the fair value takes into account credit, market and other
price risk.
Credit risk exposure
The maximum exposure to credit risk at 31May was:
2026
£’000
2025
£’000
Fixed interest investments 2,302 2,250
Cash and short term deposits 5,381 8,929
Debtors and prepayments 5,894 754
13,577 11,933
None of the Company’s financial assets are past due or impaired.
121
Baillie Gifford US Growth Trust plc
17 Financial instruments (continued)
Fair value of financial assets and financial liabilities
The Directors are of the opinion that the financial assets and liabilities of the Company are stated at fair value in the Balance
Sheet with the exception of long‑term borrowings. The fair values of the Company’s borrowings are shown below.
2026
Book value
£’000
2026
Fair value
£’000
2025
Book value
£’000
2025
Fair value
£’000
Floating rate multi‑currency loan*
37,095 37,095 37,078 37,078
37,095 37,095 37,078 37,078
* All short‑term floating rate borrowings are stated at book cost which is considered to be equal to their fair value given the facilities are revolving
credit facilities.
18 Capital management
The capital of the Company is its share capital and reserves as set out in notes 12 and 13 together with its borrowings (see note
11). The objective of the Company is to invest predominantly in listed and unlisted US companies in order to achieve capital
growth. The Company’s investment policy is set out on pages 51 and 52. In pursuit of the Company’s objective, the Board has
a responsibility for ensuring the Company’s ability to continue as a going concern and details of the related risks and how they
are managed are set out on pages 77 to 78. The Company has the authority to issue and buy back its shares and changes to
the share capital during the period are set out in notes 12 and 13. The Company does not have any externally imposed capital
requirements other than the covenants on its loans which are detailed in note 11.
19 Subsequent Events
Share price and net asset value movements
Subsequent to the year end investment valuations have continued to increase through underlying investment performance since
the year end valuation which has resulted in an increase in investment valuation of 4.9% and a related movement in net asset
value of 5.4% to 365.09p as at 14September 2026.
As at 14September 2026 the share price was 346.00p, the same as at 31 May 2026. As all movements relate to post year end
activity these will be reported within the Annual Report for the year ended 31 May 2027.
Private company investment listing
Subsequent to the year end on 12 June 2026 the Company’s investment in Space Exploration Technologies was transferred from
a Level 3 to a Level 1 investment on becoming listed.
Borrowing facilities
Subsequent to the year end on 30 July 2026 the US$25 million three‑year revolving credit facility with ING Bank N.V., London
Branch and the US$25 million three‑year revolving credit facility with Royal Bank of Scotland International Limited maturing on
18 October 2026 were refinanced with a new unsecured US$50 million three‑year revolving credit facility with Royal Bank of
Scotland International Limited.
Requisition Notice
On 21 August 2026, the Company received a requisition notice from Saba Capital Management requesting that the appointment
of three Directors be put forward as ordinary resolutions at the 2026 AGM. Saba subsequently stated that, if the nominated
Directors were appointed, they would urge the Company to offer a 100% cash exit. No such proposal has been approved or
committed to and, at the date of approval of the Financial Statements, the outcome of the resolutions, the level of shareholder
participation in any subsequent cash exit and its financial consequences cannot be determined with sufficient certainty. Further
details are set out in the Going concern statement on pages 79 and 80.
Shareholder
information
123
Baillie Gifford US Growth Trust plc
Further shareholder
information
Baillie Gifford US Growth Trust plc
(‘BaillieGifford US Growth’) is an investment
trust. Investment trusts offer investors
thefollowing:
• participation in a diversified portfolio of shares;
• constant supervision by experienced
professional managers; and
• free from capital gains tax on capital profits
realised within their portfolios, although
investors are still liable for capital gains tax on
profits when selling their investment.
How to invest
The Company’s shares are traded on the London
Stock Exchange. They can be bought by placing an
order with a stockbroker, or by asking a professional
adviser to do so. If you are interested in investing
directly in Baillie Gifford US Growth Trust, you can
do so online. There are a number of companies
offering real time online dealing services. Find
out more by visiting the investment trust pages at
bailliegifford.com.
Sources of further information
ontheCompany
The ordinary shares of the Company are traded
on the London Stock Exchange and their price is
shown in the Financial Times. The price of shares
can also be found on the Company website at
bgusgrowthtrust.com, Trustnet at trustnet.co.uk and
on other financial websites. Company factsheets are
also available on the Baillie Gifford website and are
updated monthly. These are available from Baillie
Gifford on request.
Baillie Gifford US Growth share identifiers
ISIN GB00BDFGHW41
Sedol BDFGHW4
Ticker USA
Legal Entity Identifier 213800UM1OUWXZPKE539
Share register enquiries
Computershare Investor Services PLC maintains the
share register on behalf of the Company. In the event
of queries regarding shares registered in your own
name, please contact the registrar on 03707071711.
This helpline also offers an automated self‑service
functionality (available 24 hours a day, 7 days a
week) which allows you to:
• hear the latest share price;
• confirm your current share holding balance; and
• order change of address and stock transfer
forms.
You can also check your holding on the registrar’s
website at investorcentre.co.uk.
They also offer a free, secure share management
website service which allows you to:
• view your share portfolio and see the latest
market price of your shares;
• calculate the total market price of each
shareholding;
• view price histories and trading graphs;
• change address details; and
• use online dealing services.
To take advantage of this service, please log in
at investorcentre.co.uk and enter your Shareholder
Reference Number and Company Code (this
information can be found on your share certificate).
Electronic proxy voting
If you hold stock in your own name you can choose
to vote by returning proxies electronically at
eproxyappointment.com.
If you have any questions about this service please
contact Computershare on 0370 707 1711.
Shareholder information
Annual Report and Financial Statements 2026
124
CREST proxy voting
If you are a user of the CREST system (including
aCREST Personal Member), you may appoint
one ormore proxies or give an instruction to a
proxy byhaving an appropriate CREST message
transmitted. For further information please refer
tothe CREST Manual.
Where this has been received in a country where
the provision of such a service would be contrary to
local laws or regulations, this should be treated as
information only.
How to vote your shares
As a shareholder you have a say on how the
Company is run. The following link will take
you through to The Association of Investment
Companies (AIC) website where there is information
on how to vote your shares if you hold them
via one of the major platforms: theaic.co.uk/
how‑to‑vote‑your‑shares.
Alternative Investment Fund Managers
(AIFM) Regulations
In accordance with the AIFM Regulations,
information in relation to the Company’s leverage
and the remuneration of the Company’s AIFM,
Baillie Gifford & Co Limited, is required to be made
available to investors.
AIFM remuneration
In accordance with the Regulations, the AIFM
remuneration policy is available at bailliegifford.com
or on request (see contact details in the ‘Company
information’ section on page 133). The numerical
remuneration disclosures in respect of the AIFM’s
reporting period are available at bailliegifford.com.
Leverage
The Company’s maximum and actual leverage levels
(see Glossary of terms and alternative performance
measures on pages 129 to 132) at 31May 2026 are
shown below:
Gross
method
Commitment
method
Maximum limit 2.50:1 2.00:1
Actual 1.04:1 1.04:1
Automatic exchange of information
In order to fulfil its obligations under UK tax
legislation relating to the automatic exchange of
information, Baillie Gifford US Growth Trust plc is
required to collect and report certain information
about certain shareholders.
The legislation requires investment trust companies
to provide personal information to HMRC on certain
investors who purchase shares in investment trusts.
As an affected company, Baillie Gifford US Growth
Trust plc will have to provide information annually
to the local tax authority on the tax residencies of a
number of non‑UK based certificated shareholders
and corporate entities.
Shareholders, excluding those whose shares are
held in CREST, who come on to the share register
will be sent a certification form for the purposes of
collecting this information.
For further information, please see HMRC’s
Quick Guide: Automatic Exchange of
Information – information for account
holders gov.uk/government/publications/
exchange‑of‑information‑accountholders.
Data protection
The Company is committed to ensuring the
confidentiality and security of any personal data
provided to it. Further details on how personal data
is held and processed on behalf of the Company
can be found in the privacy policy available on the
Company’s website at bgusgrowthtrust.com.
125
Baillie Gifford US Growth Trust plc
No third party data provider (‘Provider’) makes any
warranty, express or implied, as to the accuracy,
completeness or timeliness of the data contained
herewith nor as to the results to be obtained by
recipients of the data.
No Provider shall in any way be liable to any recipient
of the data for any inaccuracies, errors or omissions
in the index data included in this document,
regardless of cause, or for any damages (whether
direct or indirect) resulting therefrom. NoProvider
has any obligation to update, modify or amend the
data or to otherwise notify a recipient thereof in
the event that any matter stated herein changes or
subsequently becomes inaccurate.
Without limiting the foregoing, no Provider shall have
any liability whatsoever to you, whether in contract
(including under an indemnity), in tort (including
negligence), under a warranty, under statute or
otherwise, in respect of any loss or damage suffered
by you as a result of or in connection with any
opinions, recommendations, forecasts, judgements
or any other conclusions, or any course of action
determined, by you or any third party, whether or
not based on the content, information or materials
contained herein.
S&P Index Data
The S&P 500 Index (‘Index’) is a product of S&P Dow
Jones Indices LLC, a division of S&P Global, or its
affiliates (‘SPDJI’), and has been licensed for use by
Baillie Gifford & Co. and S&P500® is a registered
trademark of S&P Global, Inc. or its affiliates (‘S&P’);
Dow Jones® is a registered trademark of Dow Jones
Trademark Holdings LLC (‘Dow Jones’); and these
trademarks have been licensed for use by SPDJI
and sub‑licensed for certain purposes by Baillie
Gifford & Co. Baillie Gifford & Co Product(s) are not
sponsored, endorsed, sold or promoted by SPDJI,
Dow Jones, S&P, their respective affiliates and none
of such parties make any representation regarding
the advisability of investing in such product(s) nor
do they have any liability for any errors, omissions,
orinterruptions of the S&P 500 Index.
FTSE Index data
London Stock Exchange Group plc and its group
undertakings (collectively, the ‘LSE Group’). ©
LSE Group 2026. FTSE Russell is a trading name
of certain of the LSE Group companies. ‘FTSE®’
‘Russell®’, ‘FTSE Russell®’, is/are a trade mark(s)
of the relevant LSE Group companies and is/
are used by any other LSE Group company under
license. Allrights in the FTSE Russell indexes or
data vest in the relevant LSE Group company which
owns the index or the data. Neither LSE Group
nor its licensors accept any liability for any errors
or omissions in the indexes or data and no party
may rely on any indexes or data contained in this
communication. No further distribution of data from
the LSE Group is permitted without the relevant LSE
Group company’s express written consent. The LSE
Group does not promote, sponsor or endorse the
content of this communication.
Third party
data provider
disclaimer
Shareholder information
Annual Report and Financial Statements 2026
126
The EU Sustainable Finance Disclosure Regulation
(‘SFDR’) applies to third‑country products marketed
in the EU. As Baillie Gifford US Growth is marketed
in the EU by the AIFM, Baillie Gifford & Co Limited,
via the National Private Placement Regime (‘NPPR’),
the following disclosures have been provided to
comply with the high‑level requirements of SFDR.
The AIFM has adopted Baillie Gifford & Co’s
stewardship principles and guidelines as its
policy on integration of sustainability risks in
investment decisions. More detail on the Managers’
approach to sustainability can be found in the
stewardship principles and guidelines document,
available publicly on the Baillie Gifford website at
bailliegifford.com and by scanning the QR code
below. The underlying investments do not take
into account the EU criteria for environmentally
sustainable economic activities established under
the EU Taxonomy Regulation.
Sustainable Finance
Disclosure Regulation
('SFDR')
127
Baillie Gifford US Growth Trust plc
Communicating
withshareholders
Trust magazine Baillie Gifford US Growth web page at bgusgrowthtrust.com
Trust magazine
Trust is the Baillie Gifford investment trust magazine
which is published twice a year. It provides an insight
to Baillie Gifford’s investment approach by including
interviews with Baillie Gifford’s fund managers, as
well as containing investment trust news, investment
features and articles about the trusts managed by
Baillie Gifford, including Baillie Gifford US Growth
Trust. Trust plays an important role in helping to
explain Baillie Gifford’s products so that readers can
really understand them.
You can subscribe to Trust magazine or view a digital
copy at bailliegifford.com/trust.
Suggestions and questions
Any suggestions on how communications with
shareholders can be improved are welcomed, so
please contact the Baillie Gifford Client Relations
Team and give them your suggestions. They will also
be very happy to answer questions that you may
have about Baillie Gifford US Growth Trust.
Baillie Gifford US Growth on the web
Up‑to‑date information about Baillie Gifford
USGrowth can be found on the Company website
at bgusgrowthtrust.com. You will find full details on
Baillie Gifford US Growth, including recent portfolio
information and performance figures.
Client Relations Team contact details
You can contact the Baillie Gifford Client Relations
Team by telephone, email or post:
Telephone: +44 (0)800 917 2113
Your call may be recorded for training or monitoring
purposes.
Email: enquiries@bailliegifford.com
Website: bailliegifford.com
Baillie Gifford Client Relations Team
3 Haymarket Square
Edinburgh
EH3 8RY
Please note that Baillie Gifford is not permitted
to give financial advice. If you would like advice,
please ask an authorised intermediary.
Shareholder information
Annual Report and Financial Statements 2026
128
US Perspectives: The lifecycle of
healthcare innovation
by Philip Rae
Why uncertainty may create
meaningful opportunities in
healthcare innovation.
Enter AI agents: why 2025
rewrote the AI timeline
by Gary Robinson
The step change that means
AI will have a larger impact on
the economy much sooner than
expected.
Why American culture feels so
chaotic – and how investors can
benefit
Podcast
The American public’s tastes and
habits are splintering. How will
this affect US growth companies?
129
Baillie Gifford US Growth Trust plc
An alternative performance measure (‘APM’) is a financial measure of historical or future financial
performance, financial position or cash flows, other than a financial measure defined or specified in the
applicable financial reporting framework. The APMs noted below are commonly used measures within the
investment trust industry and serve to improve comparability between investment trusts.
Total assets
This is the Company’s definition of adjusted total assets, being the total value of all assets held less all
liabilities (other than liabilities in the form of borrowings).
Shareholders’ funds and net asset value
Shareholders’ funds is the value of all assets held less all liabilities, with borrowings deducted at book cost.
Net asset value (‘NAV’) is the value of all assets held less all liabilities, with borrowings deducted at either fair
value or book value as described below. Per share amounts are calculated by dividing the relevant figure by
the number of ordinary shares in issue.
Borrowings at book value
Borrowings are valued at adjusted net issue proceeds. The value of the borrowings at book is set out on
page 121.
Borrowings at fair value (APM)
Borrowings are valued at an estimate of their market worth. The value of the borrowings at fair is set out on
page 121.
Net asset value (reconciliation of NAV at book value to NAV at fair value)
2026 2025
Net asset value per ordinary share (borrowings at book value) 346.35p 264.48p
Shareholders’ funds (borrowings at book value) £958,431,000 £743,790,000
Add: book value of borrowings £37,095,000 £37,078,000
Less: fair value of borrowings (£37,095,000) (£37,078,000)
Net asset value (borrowings at fair value) £958,431,000 £743,790,000
Number of shares in issue 276,723,700 281,228,700
Net asset value per ordinary share (borrowings at fair value) 346.35p 264.48p
Net liquid assets
Net liquid assets comprise current assets less current liabilities (excluding borrowings).
Glossary of terms and alternative
performance measures (‘APM’)
Shareholder information
Annual Report and Financial Statements 2026
130
Discount/premium (APM)
As stock markets and share prices vary, an investment trust’s share price is rarely the same as its NAV.
When the share price is lower than the NAV per share it is said to be trading at a discount. The size of the
discount is calculated by subtracting the NAV per share from the share price and is usually expressed as a
percentage of the NAV per share. If the share price is higher than the NAV per share, it is said to be trading
at a premium.
2026 2025
Net asset value per ordinary share
(after deducting borrowings at fair value)
a 346.35p 264.48p
Share price b 346.00p 239.50p
Discount (borrowings at fair value) (b‑a) ÷ a 0.1% 9.4%
2026 2025
Net asset value per ordinary share
(after deducting borrowings at book value)
a 346.35p 264.48p
Share price
b
346.00p
239.50p
Discount (borrowings at book value) (b‑a) ÷ a 0.1% 9.4%
Total return (APM)
The total return is the return to shareholders after reinvesting any dividend on the date that the share price
goes ex‑dividend. The Company does not pay a dividend, therefore, the total returns for the share price and
NAV per share are the same as the percentage movements in the share price and NAV per share as detailed
on page26.
Ongoing charges (APM)
The total recurring expenses (excluding the Company’s cost of dealing in investments and borrowing costs)
incurred by the Company as a percentage of the average net asset value (with debt at fair value).
31May
2026
£’000
31May
2025
£’000
Investment management fee 4,858 4,264
Other administrative expenses 1,011 1,239
Less: Non‑recurring expenses* (60) (319)
Total recurring expenses a 5,809 5,184
Average net asset value b 826,099 719,622
Ongoing charges (a ÷ b expressed as a percentage) 0.70% 0.72%
* Non‑recurring expenses in the year to 31 May 2026 amounted to £60,000. These were the residual costs incurred in connection with the requisitioned
general meeting held on 3 February 2025.
131
Baillie Gifford US Growth Trust plc
Turnover (APM)
Annual turnover is a measure of portfolio change or trading activity in a portfolio. Turnover is calculated
as the minimum of purchases and sales in a month, divided by the average market value of the portfolio,
summed to get rolling twelve month turnover data.
Gearing (APM)
At its simplest, gearing is borrowing. Just like any other public company, an investment trust can borrow
money to invest in additional investments for its portfolio. The effect of the borrowing on the shareholders’
assets is called ‘gearing’. If the Company’s assets grow, the shareholders’ assets grow proportionately more
because the debt remains the same. But if the value of the Company’s assets falls, the situation is reversed.
Gearing can therefore enhance performance in rising markets but can adversely impact performance in
falling markets.
Net gearing is the Company’s borrowings at book value less cash and cash equivalents (including any
outstanding trade settlements) expressed as a percentage of shareholders’ funds.
31May
2026
£’000
31May
2025
£’000
Borrowings (at book cost) 37,095 37,078
Less: cash and cash equivalents (5,381) (8,929)
Adjusted borrowings (a) 31,714 28,149
Shareholders’ funds (b) 958,431 743,790
Net gearing: (a) as a percentage of (b) 3% 4%
Gross gearing is the Company’s borrowings expressed as a percentage of shareholders’ funds.
31May
2026
£’000
31May
2025
£’000
Borrowings (at book cost) (a) 37,095 37,078
Shareholders’ funds (b) 958,431 743,790
Gross gearing: (a) as a percentage of (b) 4% 5%
Shareholder information
Annual Report and Financial Statements 2026
132
Leverage (APM)
For the purposes of the Alternative Investment Fund Managers Regulations, leverage is any method
which increases the Company’s exposure, including the borrowing of cash and the use of derivatives. It is
expressed as a ratio between the Company’s exposure and its net asset value and can be calculated on a
gross and a commitment method. Under the gross method, exposure represents the sum of the Company’s
positions after the deduction of sterling cash balances, without taking into account any hedging and netting
arrangements. Under the commitment method, exposure is calculated without the deduction of sterling cash
balances and after certain hedging and netting positions are offset against each other.
Active share (APM)
Active share, a measure of how actively a portfolio is managed, is the percentage of the portfolio that
differs from its comparative index. It is calculated by deducting from 100 the percentage of the portfolio
that overlaps with the comparative index. An active share of 100 indicates no overlap with the index and an
active share of zero indicates a portfolio that tracks the index.
Treasury shares
The Company has the authority to make market purchases of its ordinary shares for retention as treasury
shares for future reissue, resale, transfer or cancellation. Treasury shares do not receive distributions and
the Company is not entitled to exercise the voting rights attaching to them.
Private (unlisted) company
An unlisted or private company means a company whose shares are not available to the general public for
trading and are not listed on a stock exchange.
Contingent value rights
‘CVR’ after an instrument name indicates a security, usually arising from a corporate action such as a
takeover or merger, which represents a right to receive potential future value, should the continuing
company achieve certain milestones. The Abiomed CVR arose on Johnson & Johnson’s takeover of
Abiomed. The milestones relate to the performance of the technologies acquired through the takeover.
Anyvalue attributed to this holding reflects both the amount of the future value potentially receivable
andthe probability of the milestones being met within the time frames in the CVR agreement.
133
Baillie Gifford US Growth Trust plc
Company
information
Depositary
The Bank of New York Mellon
(International) Limited
160 Queen Victoria Street
London
EC4V 4LA
Independent Auditor
Ernst & Young LLP
25 Churchill Place
Canary Wharf
London
E14 5EY
Company broker
Panmure Liberum Limited
25 Ropemaker Street
London
EC2Y 9LY
Directors
Chair: TJW Burnet
EJ Flockhart
SP Inglis
CRD van der Kuyl
GD Paterson
Registered office
Baillie Gifford & Co Limited
3 St Helen’s Place
London
EC3A 6AB
Company details
bgusgrowthtrust.com
Company Registration No. 11194060
ISIN: GB00BDFGHW41
Sedol: BDFGHW4
Ticker: USA
Legal Entity Identifier
213800UM1OUWXZPKE539
Registrar
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol
BS99 6ZZ
T: +44 (0)370 707 1711
Alternative Investment Fund
Managers and Secretaries
Baillie Gifford & Co Limited
3 Haymarket Square
Edinburgh
EH3 8RY
T: +44 (0)131 275 2000
bailliegifford.com
Further information
Baillie Gifford Client Relations Team
3 Haymarket Square
Edinburgh
EH3 8RY
T: +44 (0)800 917 2113
enquiries@bailliegifford.com
3 Haymarket Square, Edinburgh EH3 8RY
Telephone +44 (0)131 275 2000
bgusgrowthtrust.com