Annual Report and Financial Statements 31 May 2026 # Baillie Gifford US Growth Trust plc Managed by **Baillie Gifford™** --- ## **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. ## **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 to non-mainstream investment products. **This document is important and requires your immediate attention.** 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. **Baillie Gifford™** --- 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 01 --- Introduction # Baillie Gifford US Growth: The American Dream made real ## Financial highlights Year to 31 May 2026 ## Total returns\* Share price 44.5% NAV# 31.0% Comparative index† 29.8% ## Share price, NAV and comparative index total return\* (figures rebased to 100 at 31 May 2025) ![img-0.jpeg](img-0.jpeg) ## Premium/(discount) to net asset value\* (figures plotted at month end dates) ![img-1.jpeg](img-1.jpeg) \* 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 31 May 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. 02 Annual Report and Financial Statements 2026 --- Baillie Gifford US Growth Trust plc ![img-2.jpeg](img-2.jpeg) 03 --- Introduction # 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. 04 Annual Report and Financial Statements 2026 --- Baillie Gifford US Growth Trust plc # 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. 05 --- # Strategic report 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. --- Baillie Gifford US Growth Trust plc # Chair's statement ![img-3.jpeg](img-3.jpeg) **Tom Burnet** Chair Director and Chair 5 March 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, high conviction, 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. 07 --- Strategic report During the year the Company bought back 4.5 million shares at a total cost of approximately £11.9 million. 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 30 July 2026, the Company's existing revolving credit facilities were refinanced with a new unsecured US$50 million 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 27 companies). 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 total assets. 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. 08 Annual Report and Financial Statements 2026 --- 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. The Board 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. Their approach 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 as Chair. 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; 09 --- Strategic report - 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 (1 Finsbury Circus, London, EC2M 7SH). 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 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 those recommendations. # 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 our strategy. Thank you for your continued trust and support. Tom Burnet Chair 16 September 2026 10 Annual Report and Financial Statements 2026 --- Baillie Gifford US Growth Trust plc # Managers’ review ![img-4.jpeg](img-4.jpeg) Portfolio manager ![img-5.jpeg](img-5.jpeg) 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 | 17.0 | 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 ‘AI inflection 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. 11 --- Strategic report 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**. Its valuation 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**, the online 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. The one public name in the top five was **NVIDIA**. It is the foundational layer of the AI build-out, and it is still accelerating. Revenues were up 85% year-on-year in its Q1 ended 26 April 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** and **OpenAI**, 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 one another. 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 the portfolio. 12 Annual Report and Financial Statements 2026 --- 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. The shares 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 AI concerns. 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. We took 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, three lockups 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. 13 --- Strategic report There were several complete sales in the year. We sold 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 names unchanged. One thing we want to flag is a slight shift in emphasis in our approach to private companies. In the just over eight years since IPO, we have found that, in general, we have done better when we have invested in larger and more established names than those at the earlier end of the spectrum. We therefore 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 previously expected. 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. The model 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, 14 Annual Report and Financial Statements 2026 --- 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. The chart below 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, the founder-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 ![img-6.jpeg](img-6.jpeg) Is frontier model? ● Yes ● No Source: METR. “Task-Completion Time Horizons of Frontier AI Models.” 15 April 2026. 15 --- 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 $9 billion annual run rate (ARR) at the end of 2025 to over $47 billion as of May 2026. The company has added almost $40 billion of ARR revenue year-to-date. For context the entire SaaS (software as a service) industry tends to add around $2 billion 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 $750 billion 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 $300 billion 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 acquired 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. 16 Annual Report and Financial Statements 2026 --- Baillie Gifford US Growth Trust plc # 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 most valuable. For example, Shopify has been positioning its business to benefit from agentic commerce. The company 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 a threat. 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, is facing 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 with AI. 17 --- 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. And there are no signs of this ending. We consistently 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 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 overshoot 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 twelve months 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. * Financial year ending 31 January 2027. 18 Annual Report and Financial Statements 2026 --- Baillie Gifford US Growth Trust plc 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. The events 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. Our aim 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 19 --- Strategic report # 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. 20 Annual Report and Financial Statements 2026 --- 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 a policy. 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 ![img-7.jpeg](img-7.jpeg) | Number of meetings voted with management | 99 | | --- | --- | | Number of meetings with at least one vote against, abstained or withheld | 9 | | Meetings not voted | 2 | ## Voting distribution ![img-8.jpeg](img-8.jpeg) | Votes for | 91.9% | | --- | --- | | Votes against | 5.5% | | Votes abstained or withheld | 0.7% | | No vote | 2.0% | 21 --- Strategic report # 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 pages 20 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. ## Engagement topics ![img-9.jpeg](img-9.jpeg) ## Engagement themes ![img-10.jpeg](img-10.jpeg) 22 Annual Report and Financial Statements 2026 --- 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 and stewardship. ## 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. Cash App'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. 23 --- Strategic report ## 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 AI crawlers and the opportunity to monetise access to digital content. ### Discussions Chief executive officer Matthew Prince described the initiative as "Act 4', positioning Cloudflare as an intermediary between content owners and AI companies. By enabling publishers to charge AI crawlers 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. The company 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 completing transactions. ### 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, it demonstrates 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. At the 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. 24 Annual Report and Financial Statements 2026 --- Baillie Gifford US Growth Trust plc ![img-11.jpeg](img-11.jpeg) 25 --- Strategic report # One year summary | | 31 May 2026 | 31 May 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 | | | Year to 31 May 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 31 May 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. 26 Annual Report and Financial Statements 2026 --- Baillie Gifford US Growth Trust plc | Year to 31 May 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 31 May 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 --- Strategic report # Five year summary The following charts indicate how an investment in Baillie Gifford US Growth has performed relative to its comparative index and its underlying net asset value over the five year period to 31 May 2026. **Total return* performance** (figures rebased to 100 at 31 May 2021) ![img-12.jpeg](img-12.jpeg) **Premium/(discount)* to net asset value** (figures plotted on a monthly basis) ![img-13.jpeg](img-13.jpeg) * 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. 28 Annual Report and Financial Statements 2026 --- Baillie Gifford US Growth Trust plc # **Annual net asset value and share price total return\*** (after deducting borrowings at fair value) ![img-14.jpeg](img-14.jpeg) # **Relative annual net asset value and share price total return\*** (relative to the comparative index† total return) ![img-15.jpeg](img-15.jpeg) # **Active share\*** (compared to the comparative index†) ![img-16.jpeg](img-16.jpeg) # **Portfolio turnover\*** (plotted on a quarterly basis) ![img-17.jpeg](img-17.jpeg) \* 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. 29 --- Strategic report # Summary of results since inception\* ## Capital | At 31 May | 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)† % | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 23 March 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 | Period/year to 31 May | Income £'000 | Net return after tax £'000 | Revenue earnings per ordinary share p‡ | Ongoing charges† % | | --- | --- | --- | --- | --- | | 2019¶ | 699 | (2,054) | (1.09) | 0.77 | | 2020 | 595 | (2,555) | (1.05) | 0.75 | | 2021 | 648 | (5,066) | (1.78) | 0.68 | | 2022 | 568 | (5,781) | (1.88) | 0.62 | | 2023 | 850 | (4,718) | (1.55) | 0.69 | | 2024 | 603 | (6,282) | (2.07) | 0.70 | | 2025 | 716 | (7,312) | (2.54) | 0.72 | | **2026** | **864** | **(7,162)** | **(2.58)** | **0.70** | ## Gearing ratios | Net gearing† % | Gross gearing† % | | --- | --- | | 2 | 4 | | (1) | 3 | | 1 | 3 | | 6 | 7 | | 6 | 7 | | 5 | 6 | | 4 | 5 | | **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 23 March 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 7 February 2018, date of incorporation of the Company, to 31 May 2019. Past performance is not a guide to future performance. 30 Annual Report and Financial Statements 2026 --- Baillie Gifford US Growth Trust plc # **Cumulative performance (taking 23 March 2018 as 100)** | At 31 May | Net asset value (fair) total return^{†} | Share price total return^{†} | Comparative index total return* | | --- | --- | --- | --- | | 23 March 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 | 17.0 | 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 31 May 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 23 March 2018, launch date and first trade date. † Net asset value per share ('NAV') with borrowings at fair value. At 31 May 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. 31 --- Strategic report # Review of investments ## Top ten holdings A review of the Company's ten largest investments and additions to the private company investments as at 31 May 2026. ![img-18.jpeg](img-18.jpeg) © Shutterstock/Evgeniyqw ![img-19.jpeg](img-19.jpeg) © Shutterstock / mundissima ## 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 complying 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 31 May 2026 | £162,587,000 | Valuation at 31 May 2026 | £72,646,000 | | --- | --- | --- | --- | | % of total assets* | 16.3 | % of total assets* | 7.3 | | Valuation at 31 May 2025 | £86,601,000 | Valuation at 31 May 2025 | £41,228,000 | | % of total assets* | 11.2 | % of total assets* | 5.3 | | Net purchases/(sales) in the year | (£48,636,000) | 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. 32 Annual Report and Financial Statements 2026 --- Baillie Gifford US Growth Trust plc ![img-20.jpeg](img-20.jpeg) © Shutterstock / Nor Gal ![img-21.jpeg](img-21.jpeg) © CanYalcin – stock.adobe.com ![img-22.jpeg](img-22.jpeg) © Geoff Robinson/Shutterstock ## 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. It is 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. The company 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. The company is the fastest scaling software company in history. Its annualised revenues crossed $47 billion in May this year, just over five years after its founding. ## 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. | Valuation at 31 May 2026 | £70,551,000 | | --- | --- | | % of total assets* | 7.1 | | Valuation at 31 May 2025 | £19,318,000 | | % of total assets* | 2.5 | | Net purchases/(sales) in the year | £35,838,000 | | Valuation at 31 May 2026 | £63,358,000 | | --- | --- | | % of total assets* | 6.4 | | Valuation at 31 May 2025 | – | | % of total assets* | – | | Net purchases/(sales) in the year | £18,436,000 | | Valuation at 31 May 2026 | £48,789,000 | | --- | --- | | % of total assets* | 4.9 | | Valuation at 31 May 2025 | £35,674,000 | | % of total assets* | 4.6 | | Net purchases/(sales) in the year | £1,211,000 | ® 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. 33 --- Strategic report ![img-23.jpeg](img-23.jpeg) © rarrarorro – stock.adobe.com ![img-24.jpeg](img-24.jpeg) ![img-25.jpeg](img-25.jpeg) © Shutterstock / Melnikov Dmitriy ## 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 AI capabilities 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 UC Berkeley 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 key beneficiary. | Valuation at 31 May 2026 | £32,631,000 | | --- | --- | | % of total assets* | 3.3 | | Valuation at 31 May 2025 | £12,975,000 | | % of total assets* | 1.6 | | Net purchases/(sales) in the year | Nil | | Valuation at 31 May 2026 | £30,055,000 | | --- | --- | | % of total assets* | 3.0 | | Valuation at 31 May 2025 | £36,087,000 | | % of total assets* | 4.6 | | Net purchases/(sales) in the year | (£18,214,000) | | Valuation at 31 May 2026 | £27,295,000 | | --- | --- | | % of total assets* | 2.7 | | Valuation at 31 May 2025 | £35,580,000 | | % of total assets* | 4.6 | | Net purchases/(sales) in the year | (£7,580,000) | ® 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. 34 Annual Report and Financial Statements 2026 --- Baillie Gifford US Growth Trust plc ![img-26.jpeg](img-26.jpeg) ![img-27.jpeg](img-27.jpeg) © NetPhotos/Alamy Stock Photo ## 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 AI infrastructure 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 31 May 2026 | £22,698,000 | | --- | --- | | % of total assets* | 2.3 | | Valuation at 31 May 2025 | - | | % of total assets* | - | | Net purchases/(sales) in the year | £20,671,000 | | Valuation at 31 May 2026 | £21,664,000 | | --- | --- | | % of total assets* | 2.2 | | Valuation at 31 May 2025 | £27,948,000 | | % of total assets* | 3.6 | | Net purchases/(sales) in the year | (£12,834,000) | * Total assets less current liabilities, before deduction of borrowings. See Glossary of terms and alternative performance measures on pages 129 to 132. 35 --- Strategic report ## Private company new buys ![img-28.jpeg](img-28.jpeg) © CanYalcin – stock.adobe.com ![img-29.jpeg](img-29.jpeg) © Ascannio – stock.adobe.com ### Anthropic® Anthropic is a leading AI company. It is 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. The company 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. The company is the fastest scaling software company in history. Its annualised revenues crossed $47 billion in May this year, just over five years after its founding. ### 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 31 May 2026 | £63,358,000 | | --- | --- | | % of total assets* | 6.4 | | Valuation at 31 May 2025 | – | | % of total assets* | – | | Net purchases/(sales) in the year | £18,436,000 | | Valuation at 31 May 2026 | £8,160,000 | | --- | --- | | % of total assets* | 0.8 | | Valuation at 31 May 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. 36 Annual Report and Financial Statements 2026 --- Baillie Gifford US Growth Trust plc # Portfolio executive summary Key contributors to and detractors from performance – year to 31 May 2026 | Contributors | Contribution to absolute performance %* | Absolute performance %† | Detractors | Contribution to absolute performance %* | Absolute performance %† | | --- | --- | --- | --- | --- | --- | | Space Exploration Technologies® | 16.7 | 266.0 | Duolingo | (3.0) | (78.6) | | Anthropic® | 5.8 | 318.9 | Oddity® | (1.7) | (81.8) | | Stripe® | 4.8 | 76.2 | Netflix | (1.4) | (28.7) | | Databricks® | 2.6 | 151.5 | CoStar Group | (1.3) | (56.1) | | NVIDIA | 2.2 | 55.8 | The Trade Desk | (0.8) | (45.4) | ## 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 1 June 2025 to 31 May 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. 37 --- Strategic report # Distribution of total assets* by sector 2026 ![img-30.jpeg](img-30.jpeg) | 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. 38 Annual Report and Financial Statements 2026 --- Baillie Gifford US Growth Trust plc ## 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. ![img-31.jpeg](img-31.jpeg) 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. 39 --- Strategic report # Baillie Gifford – valuing private companies 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'. Baillie Gifford'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 been applied. 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 audit process. 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 asset value. The valuations group also monitors relevant market indices on a weekly basis and updates valuations in a manner consistent with Baillie Gifford's external valuer's (S&P Global) most recent valuation report where appropriate. 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 a change 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% | 27.1% | * Data reflecting period 1 June 2025 to 31 May 2026 to align with the Company's reporting period end. 40 Annual Report and Financial Statements 2026 --- 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 £286 million of capital in this area. ![img-32.jpeg](img-32.jpeg) ## Transaction value Showing all transactions prior to 31 May 2026 (£'000). (Graph plotted in calendar years) ![img-33.jpeg](img-33.jpeg) ## Portfolio activity – year to 31 May 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. ![img-34.jpeg](img-34.jpeg) All figures stated as percentage of total assets*, as at 31 May 2026. * 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. 41 --- Strategic report ![img-35.jpeg](img-35.jpeg) | Private exposure | 31 May 2026 % | 31 May 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 | # **Performance of listed holdings at 31 May 2026 previously held as private company investments from date of initial investment of each holding to 31 May 2026** (absolute performance in sterling terms %) ![img-36.jpeg](img-36.jpeg) Source: Revolution/Baillie Gifford. Note: Absolute performance returns cannot be added together as they are geometric. 42 Annual Report and Financial Statements 2026 --- Baillie Gifford US Growth Trust plc ## Private company investments and listed investments previously held as private company investments as a percentage of total assets\* (plotted quarterly from March 2018) ![img-37.jpeg](img-37.jpeg) ### 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$) | % of total 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** | 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. 43 --- Strategic report ## Top 10 private companies progress – year to 31 May 2026 | | Operational highlights | Financial highlights | | --- | --- | --- | | **SPACEX** | - 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 160 countries. 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. The acquisition 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 AI infrastructure. - 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 12 June 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** | - 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 empowering them. | - 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 $1 billion annual revenue run rate during 2026, providing expansion beyond core payments into deeper software used to run the financial operations of online businesses. | | **ANTHROPIC** | - Anthropic improved Claude's capabilities materially through 2025 and early 2026. It launched several model upgrades as well as new products, such as Claude Code and Claude Cowork. - 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** | - 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. | 44 Annual Report and Financial Statements 2026 --- Baillie Gifford US Growth Trust plc ## Top 10 private companies progress – year to 31 May 2026 (continued) | | Operational highlights | Financial highlights | | --- | --- | --- | | **Zipline** | - 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. | | **F A I R E** | - Faire facilitated the formation of more than 10 million retailer-brand relationships by May 2025, while brands had sold nearly $8 billion of inventory through the marketplace. Each new relationship strengthens the network for both sides. - 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 funding rounds. - 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** | - 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. | 45 --- Strategic report ## Top 10 private companies progress – year to 31 May 2026 (continued) | | Operational highlights | Financial highlights | | --- | --- | --- | | **Human Interest** | - 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. In March 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 taking share. - 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. | | **OpenAI** | - 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 February 2026. - 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 500 companies. | - In October 2025, a secondary share sale allowed current and former employees to sell around $6.6 billion 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** | - 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. | 46 Annual Report and Financial Statements 2026 --- Baillie Gifford US Growth Trust plc # List of investments as at 31 May 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 | | | | 62,631 | 6.4 | – | | Cloudflare | Cloud-based provider of network services | 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 | | | | 62,631 | 6.4 | – | | Cloudflare | Cloud-based provider of network services | 32,631 | 3.3 | 12,975 | | Meta Platforms | Social technology, messaging and digital advertising platforms | 30,055 | 3.0 | 36,087 | | Broadcom | Semiconductors and infrastructure software | 27,295 | 2.7 | 35,580 | | Shopify Class A | Cloud-based commerce platform provider | 22,698 | 2.3 | – | | DoorDash | Online local delivery | 21,664 | 2.2 | 27,948 | | BillionToOne® | Molecular diagnostics technology platform | 19,075 | 1.9 | 26,506 | | Zipline International Series C Preferred® | Drone-based medical delivery | 18,831 | 1.9 | 15,580 | | Zipline International Series E Preferred® | Drone-based medical delivery | 11,288 | 1.1 | 7,607 | | Zipline International Series F 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. 47 --- Strategic report | 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 | * 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. 48 Annual Report and Financial Statements 2026 --- 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. 49 --- Strategic report | 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** | | | | Listed equities % | Private company investments # % | Net liquid assets † % | Total assets * % | | --- | --- | --- | --- | --- | | **31 May 2026** | **54.6** | **45.0** | **0.4** | **100.0** | | 31 May 2025 | 64.1 | 34.9 | 1.0 | 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. 50 Annual Report and Financial Statements 2026 --- 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. 51 --- Strategic report 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. If the 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 1 June 2025. At 31 May 2026 30,636,300 shares were held in treasury. Between 1 June 2026 and 14 September 2026 no shares were bought back. 52 Annual Report and Financial Statements 2026 --- 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 31 May 2026 the Company issued no shares. Between 1 June 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. | 30 July 2026 | Fully drawn | | $25 million | Revolving credit | Royal Bank of Scotland International Limited | 18 October 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 18 October 2026 were refinanced with a new unsecured US$50 million three-year revolving credit facility from Royal Bank of Scotland International Limited. ## 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 ordinary share; - 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. 53 --- Strategic report ## 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 pages 55 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. 54 Annual Report and Financial Statements 2026 --- 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 current assessment of risk Change 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 pages 114 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. A comprehensive 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 current assessment of risk Change 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. High Risk Moderate Risk Low Risk Increasing Risk Decreasing Risk Stable Risk 55 --- Strategic report ## 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 those shares. ### 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 current assessment of risk Risk level: Moderate The Company's discount narrowed during the year. Over the year to 31 May 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 current assessment of risk Risk level: Moderate Two new private companies were purchased during the period. This risk is seen as stable. At 31 May 2026, private company investments comprised 45.0% of total assets. High Risk Moderate Risk Low Risk Increasing Risk Decreasing Risk Stable Risk 56 Annual Report and Financial Statements 2026 --- 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 Depository risk** # **What is the risk?** Safe custody of the Company's assets may be compromised through control failures by the Depository, including breaches of cyber security. # **How is it managed?** To mitigate this risk, the Audit Committee receives six-monthly reports from the Depository 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 depository arrangements during the year. High Risk Moderate Risk Low Risk Increasing Risk Decreasing Risk Stable Risk 57 --- Strategic report ## 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 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 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. High Risk Moderate Risk Low Risk Increasing Risk Decreasing Risk Stable Risk 58 Annual Report and Financial Statements 2026 --- 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, in themselves, 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 to 58. 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. 59 --- Strategic report ## 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 the environment. 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. | 60 Annual Report and Financial Statements 2026 --- 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. | | Depository and Custodian | The Depository and Custodian are responsible for the safekeeping of the Company's financial instruments, as set out in more detail on page 70. | The Depository provides the Audit Committee with a report on its monitoring activities. The Board and Managers seek to engage with the Depository 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 Depository 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 prompt response. | 61 --- Strategic report | 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. The Company 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 such shareholders. | | 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 (in particular, 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. A Q&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, to disseminate 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 62 Annual Report and Financial Statements 2026 --- 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 practically 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 page 76. 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. Ms Flockhart will be subject to election by shareholders at the forthcoming Annual General Meeting. 63 --- Strategic report ## **Employees, human rights and community issues** 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 31 May 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 64 Annual Report and Financial Statements 2026 --- # Governance report 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 # Directors and management ![img-38.jpeg](img-38.jpeg) **Tom Burnet** Chair Appointed 2018 Tom Burnet was appointed a Director and Chair on 5 March 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, Tom was 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 of Edinburgh. ![img-39.jpeg](img-39.jpeg) **Sue Inglis** Director Appointed 2018 Sue Inglis was appointed a Director on 5 March 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. ![img-40.jpeg](img-40.jpeg) **Graham Paterson** Director Appointed 2018 Graham Paterson was appointed a Director on 5 March 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 13 years 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. 66 Annual Report and Financial Statements 2026 --- Baillie Gifford US Growth Trust plc ![img-41.jpeg](img-41.jpeg) **Chris van der Kuyl** Appointed 2021 Chris van der Kuyl was appointed a Director on 1 June 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. ![img-42.jpeg](img-42.jpeg) **Liz Flockhart** 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. 67 --- Governance report ## Portfolio managers ![img-43.jpeg](img-43.jpeg) 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. Portfolio manager Appointed 2018 ![img-44.jpeg](img-44.jpeg) 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 manager Appointed 2021 ### 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 59 partners 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. 68 Annual Report and Financial Statements 2026 --- 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 31 May 2026.** ## Corporate governance The Corporate governance report is set out on pages 73 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. 69 --- Governance report 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. ## Depository In accordance with the UK Alternative Investment Fund Managers Regulations, the AIFM must appoint a Depository to the Company. The Bank of New York Mellon (International) Limited has been appointed as the Company's Depository. The Depository'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 31 May 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. 70 Annual Report and Financial Statements 2026 --- 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 one year. 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 31 May 2026 consisted of 276,723,700 ordinary shares of 1p each (see note 12 to the Financial Statements on page 112). At 31 May 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 31 May 2026 | % of issue at 31 May 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 14 September 2026. ### Analysis of shareholders at 31 May | | 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 pages 114 to 121. ### Articles of Association The Company's Articles of Association may only be amended by special resolution at a general meeting of shareholders. 71 --- Governance report ## 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 page 79. The Directors confirm that there have been no post Balance Sheet events which require adjustment of the Financial Statements or notes thereto up to 14 September 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 72 Annual Report and Financial Statements 2026 --- Baillie Gifford US Growth Trust plc # Corporate governance report 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. ## 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 31 May 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. 73 --- Governance report ![img-45.jpeg](img-45.jpeg) ←--- 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. 74 Annual Report and Financial Statements 2026 --- 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 31 May 2026 or 31 May 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 the Board. ### 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. 75 --- Governance report ## 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 31 May 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 (Ms SP Inglis is the Senior Independent Director). As an 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 76 Annual Report and Financial Statements 2026 --- 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 other issues: - 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 Ms SP Inglis, 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 the Company. 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. 77 --- Governance report 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 these risks. 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 its AIFM. 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 78 Annual Report and Financial Statements 2026 --- 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. 79 --- Governance report 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. 80 Annual Report and Financial Statements 2026 --- 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 to attend. 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 31 May 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 31 May 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 81 --- Governance report # Audit Committee report 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. Mr GD Paterson intends to stand down as Chair of the Committee at the 2026 Annual General Meeting, at which point Ms EJ Flockhart will become Chair of the Audit Committee. Ms EJ Flockhart is a Chartered Accountant. 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; - 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. 82 Annual Report and Financial Statements 2026 --- 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 31 May 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. 83 --- Governance report ## 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 31 May 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 31 May 2026 or the year to 31 May 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 31 May 2023, the Board unanimously decided to appoint Ernst & Young LLP as Auditor with effect from the audit of the Financial Statements for the year to 31 May 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 84 Annual Report and Financial Statements 2026 --- Baillie Gifford US Growth Trust plc # Directors' remuneration report **This report has been prepared in accordance with the requirements of the Companies Act 2006.** ## **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 31 May 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 1 June 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 1 June 2025. 85 --- Governance report ## 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 31 May 2026 and the expected fees payable in respect of the year ending 31 May 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 31 May 2027 £ | Fees for the year ended 31 May 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. | Name | For the year ended 31 May 2026 | | | For the year ended 31 May 2025 | | | | --- | --- | --- | --- | --- | --- | --- | | | 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 23 April 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. 86 Annual Report and Financial Statements 2026 --- 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 31 May 2026 | Ordinary 1p shares held at 31 May 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 2 October 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 2 October 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 31 May 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 | 5 March 2018 | AGM in 2026 | | SP Inglis | 5 March 2018 | AGM in 2026 | | CRD van der Kuyl | 1 June 2021 | AGM in 2026 | | GD Paterson | 5 March 2018 | -* | | EJ Flockhart | 1 November 2025 | AGM in 2026 | * Mr GD Paterson intends to stand down at the conclusion of the AGM in 2026. 87 --- Governance report ## Company performance The following graph compares, for the period from 23 March 2018, launch date and first trade date, to 31 May 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 investment made 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 23 March 2018) ![img-46.jpeg](img-46.jpeg) 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. ## 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 88 Annual Report and Financial Statements 2026 --- 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. ## 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. 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. 89 --- Governance report ## 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 90 Annual Report and Financial Statements 2026 --- # Financial report The Financial Statements for the year to 31 May 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 # 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 31 May 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 this matter. 92 Annual Report and Financial Statements 2026 --- 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. | 93 --- Financial report ## 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. | 94 Annual Report and Financial Statements 2026 --- 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 page 98. | 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. | 95 --- Financial report 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. 96 Annual Report and Financial Statements 2026 --- 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. 97 --- Financial report ## 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 98 Annual Report and Financial Statements 2026 --- Baillie Gifford US Growth Trust plc # Income statement For the year ended 31 May | | 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** | | Tax | 6 | (76) | – | (76) | (67) | – | (67) | | **Net return after taxation** | | **(7,162)** | **233,724** | **226,582** | **(7,312)** | **142,673** | **135,361** | | **Net return per ordinary share** | 7 | **(2.58p)** | **84.12p** | **81.54p** | **(2.54p)** | **49.51p** | **46.97p** | 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. 99 --- Financial report # Balance sheet ## As at 31 May | | 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 \* Net asset value per ordinary share after deducting borrowings at book value. See Glossary of terms and alternative performance measures on pages 129 to 132. The accompanying notes on pages 103 to 121 are an integral part of the Financial Statements. 100 Annual Report and Financial Statements 2026 --- Baillie Gifford US Growth Trust plc # Statement of changes in equity ## For the year ended 31 May 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 31 May 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** | The accompanying notes on pages 103 to 121 are an integral part of the Financial Statements. 101 --- Financial report # Cash flow statement For the year ended 31 May | | 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 31 May** | 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). The accompanying notes on pages 103 to 121 are an integral part of the Financial Statements. 102 Annual Report and Financial Statements 2026 --- 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 31 May 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 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. ### 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% 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. 103 --- Financial report 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 page 59 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 governance risk. 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). 104 Annual Report and Financial Statements 2026 --- 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, the background to the transaction must be considered. As a 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 alternative techniques. 105 --- Financial report 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 on disposal. 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. 106 Annual Report and Financial Statements 2026 --- 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 | | Depository 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 31 May 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. 107 --- Financial report ## 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 of investments. ### 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). 108 Annual Report and Financial Statements 2026 --- Baillie Gifford US Growth Trust plc ## 09 Fixed assets – investments | As at 31 May 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 31 May 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 31 May 2026 and 31 May 2025. During the year to 31 May 2026 investments with a book cost of £8,262,000 (31 May 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. In accordance 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. 109 --- Financial report # 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. 110 Annual Report and Financial Statements 2026 --- 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 31 May 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 £'000 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Name | 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 31 May 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 £'000 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Name | 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 31 May 2026 or 31 May 2025. 111 --- Financial report ## 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 31 May 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 31 May 2026 there were drawings of US$25 million at an interest rate of 5.03% on the unsecured US$25 million three-year revolving credit facility with Royal Bank of Scotland International Limited which matures on 18 October 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 31 May 2026 (31 May 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 31 May 2026, the Company issued no shares (2025 – nil). Over the period from 1 June 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 31 May 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 31 May 2026 the Company had authority to buy back 40,949,570 ordinary shares. Over the period from 1 June 2026 to 14 September 2026 no shares were bought back and held in treasury. 112 Annual Report and Financial Statements 2026 --- 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 31 May 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 31 May 2026 and 31 May 2025 respectively. 113 --- Financial report ## 15 Analysis of change in net debt | | At 31 May 2025 £'000 | Cash flows £'000 | Exchange movement £'000 | At 31 May 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 31 May 2026 and the year to 31 May 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. 114 Annual Report and Financial Statements 2026 --- 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 31 May 2026 | Investments £'000 | Cash and deposits £'000 | Bank loans £'000 | Other debtors and creditors* £'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 31 May 2025 | Investments £'000 | Cash and deposits £'000 | Bank loans £'000 | Other debtors and creditors* £'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 31 May 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 31 May 2026 and 31 May 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. 115 --- Financial report # 17 Financial instruments (continued) # Financial liabilities | | 2026 Book value £'000 | 2026 Weighted average interest rate | 2026 Weighted average period until maturity* | 2025 Book value £'000 | 2025 Weighted average interest rate | 2025 Weighted average period until maturity* | | --- | --- | --- | --- | --- | --- | --- | | **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 31 May 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 (see 1b on page 104). 116 Annual Report and Financial Statements 2026 --- 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 31 May 2026 Valuation technique | Significant unobservable inputs* | | | | Weighted average range^{‡} | Sensitivity % | Sensitivity to changes in significant unobservable inputs | | --- | --- | --- | --- | --- | --- | --- | --- | | | Fair value of investments £'000 | Key unobservable inputs | Other unobservable inputs^{†} | Range | | | | | 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 - 7.5x | 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 - 7.0x | 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. 117 --- Financial report # 17 Financial instruments (continued) | As at 31 May 2025 Valuation technique | Significant unobservable inputs* | | | | | Sensitivity % | Sensitivity to changes in significant unobservable inputs | | --- | --- | --- | --- | --- | --- | --- | --- | | | Fair value of investments £'000 | Key unobservable inputs | Other unobservable inputs† | Range | Weighted average range‡ | | | | 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. 118 Annual Report and Financial Statements 2026 --- 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. The resultant 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. 119 --- Financial report ## 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 31 May 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 31 May 2026 and 31 May 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 31 May 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. 120 Annual Report and Financial Statements 2026 --- 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 14 September 2026. As at 14 September 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. 121 --- # Shareholder information --- Baillie Gifford US Growth Trust plc # Further shareholder information **Baillie Gifford US Growth Trust plc ('Baillie Gifford US Growth') is an investment trust. Investment trusts offer investors the following:** - 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 on the Company 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 0370 707 1711. 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. 123 --- Shareholder information ## CREST proxy voting If you are a user of the CREST system (including a CREST Personal Member), you may appoint one or more proxies or give an instruction to a proxy by having an appropriate CREST message transmitted. For further information please refer to the 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 31 May 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. 124 Annual Report and Financial Statements 2026 --- Baillie Gifford US Growth Trust plc # Third party data provider disclaimer 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. No Provider 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, or interruptions 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. All rights 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. 125 --- Shareholder information # Sustainable Finance Disclosure Regulation ('SFDR') 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. 126 Annual Report and Financial Statements 2026 --- Baillie Gifford US Growth Trust plc # Communicating with shareholders ![img-47.jpeg](img-47.jpeg) Trust magazine ![img-48.jpeg](img-48.jpeg) 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 US Growth 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. 127 --- Shareholder information ![img-49.jpeg](img-49.jpeg) # **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. ![img-50.jpeg](img-50.jpeg) # **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? ![img-51.jpeg](img-51.jpeg) # **US Perspectives: The lifecycle of healthcare innovation** by Philip Rae Why uncertainty may create meaningful opportunities in healthcare innovation. ![img-52.jpeg](img-52.jpeg) ![img-53.jpeg](img-53.jpeg) ![img-54.jpeg](img-54.jpeg) 128 Annual Report and Financial Statements 2026 --- Baillie Gifford US Growth Trust plc # Glossary of terms and alternative performance measures ('APM') 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). 129 --- Shareholder information ## 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 page 26. ## 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). | | | 31 May 2026 £'000 | 31 May 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. 130 Annual Report and Financial Statements 2026 --- 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. | | 31 May 2026 £'000 | 31 May 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. | | 31 May 2026 £'000 | 31 May 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%** | 131 --- Shareholder information ## **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. Any value attributed to this holding reflects both the amount of the future value potentially receivable and the probability of the milestones being met within the time frames in the CVR agreement. 132 Annual Report and Financial Statements 2026 --- Baillie Gifford US Growth Trust plc # Company information Directors Chair: TJW Burnet EJ Flockhart SP Inglis CRD van der Kuyl GD Paterson Company details bgusgrowthtrust.com Company Registration No. 11194060 ISIN: GB00BDFGHW41 Sedol: BDFGHW4 Ticker: USA Legal Entity Identifier 213800UM1OUWXZPKE539 Registered office Baillie Gifford & Co Limited 3 St Helen's Place London EC3A 6AB Further information Baillie Gifford Client Relations Team 3 Haymarket Square Edinburgh EH3 8RY T: +44 (0)800 917 2113 enquiries@bailliegifford.com Alternative Investment Fund Managers and Secretaries Baillie Gifford & Co Limited 3 Haymarket Square Edinburgh EH3 8RY T: +44 (0)131 275 2000 bailliegifford.com Registrar Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS99 6ZZ T: +44 (0)370 707 1711 Depository The Bank of New York Mellon (International) Limited 160 Queen Victoria Street London EC4V 4LA Company broker Panmure Liberum Limited 25 Ropemaker Street London EC2Y 9LY Independent Auditor Ernst & Young LLP 25 Churchill Place Canary Wharf London E14 5EY 133 --- bgusgrowthtrust.com ![img-55.jpeg](img-55.jpeg) 3 Haymarket Square, Edinburgh EH3 8RY Telephone +44 (0)131 275 2000