Annual Report and
Financial Statements
Baillie Gifford
US Growth
Trust plc
31 May 2025
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
This document is important and requires your
immediate attention.
Investor disclosure document
The UK Alternative Investment Fund Managers
Regulations requires certain information to be
made available to investors prior to their making an
investment in the Company. The Company’s Investor
Disclosure Document is available for viewing at
bgusgrowthtrust.com.
If you are in any doubt as to the action you should
take you should consult your stockbroker, bank
manager, solicitor, accountant or other Independent
Financial Adviser authorised under the Financial
Services and Markets Act 2000 if you are in the
United Kingdom or, if not, from another appropriately
fi
If you have sold or otherwise transferred all of your
ordinary shares in Baillie Gifford US Growth Trust
plc, please forward this document, together with any
accompanying documents, but not your personalised
Form of Proxy, as soon as possible to the purchaser or
transferee, or to the stockbroker, bank or other agent
through whom the sale or transfer was or is being
effected for delivery to the purchaser or transferee.
01
Baillie Gifford US Growth Trust plc
Contents
Financial highlights 02
Purpose and investment principles 04
Strategic report
Chair's statement 07
Managers' review 10
Baillie Gifford's stewardship principles 16
Baillie Gifford proxy voting 17
Baillie Gifford environmental, social and governance engagement 18
One year summary 22
Five year summary 24
Summary of results since inception 26
Review of investments 28
Portfolio executive summary 33
Baillie Gifford – valuing private companies 36
Private companies summary 37
List of investments 43
Business review 47
Governance report
Directors and management 62
Directors’ report 65
Corporate governance report 70
Audit Committee report 77
Directors’ remuneration report 80
Statement of Directors’ responsibilities 84
Financial report
Independent Auditor’s report 87
Income statement 94
Balance sheet 95
Statement of changes in equity 96
fl 97
Notes to the Financial Statements 98
Shareholder information
Notice of Annual General Meeting 118
Further shareholder information 123
Third party data provider disclaimer 125
Sustainable Finance Disclosure Regulation 126
Communicating with shareholders 127
Glossary of terms and alternative performance measures 129
Company information 133
Introduction
Annual Report and Financial Statements 2025
02
Financial highlights
5
* 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).
#
5 the NAV with borrowings at fair value was the same as the NAV with
fi129 to 132.
Source: LSEG/Baillie Gifford and relevant underlying index providers. See disclaimer on page 125.
Past performance is not a guide to future performance.
Share price
24.5%
NAV
#
22.1%
Comparative index
†
7.2%
Share price, NAV and comparative index total return*
fi4)
Premium/(discount) to net asset value*
fi
Total returns
*
NAV
#
Share price Comparative index
†
2024
2025
90
100
110
120
130
140
150
MAMFJDNOSAJJM
Premium/(discount) to net asset value
2024
2025
(15%)
(12%)
(9%)
(6%)
(3%)
0%
3%
MAMFJDNOSAJJM
Baillie Gifford US Growth:
The American Dream made real
Baillie Gifford US Growth Trust plc
03
Introduction
Annual Report and Financial Statements 2025
04
Purpose and
investment principles
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.
Our purpose
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support the most exceptional public and private
growth companies in America.
We believe that our investment approach of
long termism, embracing asymmetry, and global
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
potential. We believe such companies contribute to
productive innovation in society and, over the full
course of time, these companies will develop deep
fi
and unusually high shareholder returns.
We endeavour to generate returns for our shareholders
by helping in the creation and improvement of such
useful enterprises. If we are successful in identifying
these companies, we believe that we can multiply our
shareholders’ wealth over the long term.
Baillie Gifford US Growth Trust plc
05
Our investment principles
Managing shareholders’ money is a huge privilege
and not one we take lightly. It is a relationship, not a
transaction. Relationships can only be built on a
foundation of trust and understanding. With this in
mind, we seek to lay out the fundamental principles
by which we will manage your money and the
framework for how we make decisions so that you,
our shareholders, can decide whether it aligns with
your investment philosophy.
success will be the value we create for our
shareholders over the long term. It is only
fi
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.
the market, and we will not manage the portfolio
loss more than they value gain. Therefore, they
accept smaller, more predictable risks rather
than the larger and less predictable ones.
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.
small handful of exceptional growth companies
that deliver outsized returns. Most stocks do
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.
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.
private or public status. We will conduct diligent
analysis and allocate capital to where the highest
returns are likely to be.
wealth of our shareholders, and that placing
shareholders poorly.
fi
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
We are grateful that you have joined us on this
journey, and we look forward to a long and hopefully
prosperous relationship with you.
The Strategic report, which
includes pages 7 to 60 and
incorporates the Chair’s statement,
has been prepared in accordance
with the Companies Act 2006.
Strategic
report
07
Baillie Gifford US Growth Trust plc
Chair’s
statement
Tom Burnet
Chair
Appointed
Director and Chair
Performance
I am pleased to report a strong period of performance
fi
Company has delivered excellent returns, with the
share price and net asset value total returns reaching
fi
outperforming the S&P 500 Index’s 7.2% total return
in sterling terms
*
.
fi
and net asset value returned 26.7% and 45.4%
(total return and in sterling terms) over the same period.
fl
fi
it would be. Following a thorough and methodical
review the Manager’s implemented a number of
portfolio construction enhancements and guide rails to
highgrowth portfolio.
Since we launched on 23 March 2018, we have
delivered share price and net asset value total returns
of 138.3% and 170.0% respectively, noting our net
Index’s 170.1% total return (in sterling terms)
*
. This
fl
Robinson and Kirsty Gibson bring to managing your
portfolio, and I encourage you to read their detailed
insights in the Managers’ review.
* Source: LSEG and relevant underlying index providers. See disclaimer on page 125.
fi129 to 132.
Past performance is not a guide to future performance.
Strategic report
Annual Report and Financial Statements 2025
08
Share issuance and buy-backs
I am encouraged by the gradual shift in sentiment we
have witnessed this year. While we began the period
trading at an 11.2% discount, this narrowed to 9.4%
by
.
We have remained active stewards of your capital,
buying back 16 million shares during the year for
£35.5 – representing 5.4% of our issued share
capital. The Board discusses the Company’s liquidity
policy and other discount management options
regularly, as we understand how important this is to
you as shareholders.
fl
29.5 million new shares or buy back 33.7 million shares
under authorities granted at last year’s Annual General
Meeting. We will be seeking to renew both authorities at
our upcoming October Annual General Meeting.
Gearing
The Company has two loan facilities in place: (i) a
from ING Bank N.V., London Branch that expires on
31 July 2026; and (ii) a US$25 million threeyear
revolving credit facility from The Royal Bank of
Scotland International Limited that expires on
18October 2026. The facilities are available to be
used to fund purchases of securities as and when
US$50million). Gearing fell from 5% to 4% over the
course of the year.
Earnings and dividend
The Company’s priority is to generate capital growth
over the long term 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. The Company therefore has no dividend
target and does not seek to provide shareholders
with any level of dividend. The net revenue return per
share for the year to 31 May 2025 was a negative
2.54p (period to 31 May 2024, a negative 2.07p).
fi
the Board has decidedfi
Should the level of underlying income increase in
future years, the Board will seek to distribute the
minimum permissible to maintain investment trust
fi.
Private company (unlisted) investments
As at the Company’s year end, the portfolio weighting
in private company (unlisted) investments stood at
companies). There were three new purchases in
the year, Cosm, Rippling and Runway AI. There is
commentary on the new and existing holdings in the
Managers’ review and Review of investments on pages
10 to 14 and 28 to 32. Your portfolio managers remain
alert to further special and high potential opportunities
not widely accessible through public markets.
Requisitioned general meeting
As shareholders will be aware, the Company was
requisitioned on 18 December 2024. In response to
the requisition, the Company published a circular
on 6 January 2025 and held a general meeting on
February 2025. The Board would like to thank
shareholders for their support during this period, in
particular, for their participation in the shareholder
vote at the general meeting.
09
Baillie Gifford US Growth Trust plc
Following the general meeting, the Board engaged
fi
understand their views on the Company including
those of our largest shareholder Saba Capital
Management L.P. (‘Saba’). This proved to be a most
helpful exercise. The Board was pleased to hear the
overwhelming shareholder support for the Company’s
exceptional growth companies America has to offer.
Feedback from shareholders continues to inform
decisions the Board makes on a number of topics
including strategy, marketing, capital allocation and
liquidity. Shareholders continue to back the Manager
in its aim to build Baillie Gifford US Growth Trust
Board composition
During the period, Ms Palmer resigned from the Board
to pursue other opportunities. The Board and I would
fi
Company. The Board continues to carefully consider
succession planning and we are actively reviewing
ourcomposition.
Environmental, Social and Governance (ESG)
The Company’s Managers believe that sustainability
and their thoughts on this topic are set out in more
detail on page 16
growth opportunities typically involves investment
with a low carbon footprint.
Annual General Meeting
I would welcome the chance to meet you in person at
our Annual General Meeting on Thursday, 2 October
2025, at 12.00pm in Edinburghfi
Baillie Gifford & Co. After the formal business of the
meeting the Managers will be presenting their latest
insights and there will be the chance to meet with
and question the Board. If you cannot attend, please
do send us your questions – we will read and answer
every one. Questions can be submitted in advance
by email to enquiries@bailliegifford.com or by calling
0800 917 2113 (Baillie Gifford may record your call).
Irrespective of whether you are attending, we would
encourage you to submit your proxy votes in advance
– we value the views of all shareholders, regardless
of the size of their shareholding, and every vote
counts. Details on how to cast your votes, depending
on whether you hold your shares directly or indirectly
out on page 118.
Outlook
The year ahead fi
for our investment strategy. Technology continues
to reshape entire industries, creating opportunities
for the visionary companies in our portfolio. Our
shareholders’ patient capital enables us to participate
in this transformation, and I am optimistic about what
we can achieve together and the resulting returns
forshareholders.
Thank you for your continued trust and support.
Tom Burnet
Chairman
115
Strategic report
Annual Report and Financial Statements 2025
10
Managers’
review
Gary Robinson
Portfolio manager
Kirsty Gibson
Portfolio manager
During the period from 23 March 2018, launch
fi
Company’s share price and net asset value (after
deducting borrowings at fair value) returned 138.3%
and 170.0%, respectively. This compares with a
total return of 170.1% for the S&P 500 Index
*
(in
The C
value (after deducting borrowings at fair value)
total returns were 24.5% and 22.1%, respectively.
This compares with a total return of 7.2% for the
*
(in sterling terms).
fi
remains weak, due to the base effect created by the
extreme outperformance during the COVID period.
fi
to have matched a period of strong growth from the
index since inception.
Successful high growth investing requires tolerance
for volatility. However the volatility that we delivered
during and after the pandemic exceeded our
expectations. We have taken steps to reduce the
probability of such extreme outcomes occurring
again. For example, we now automatically retest
the upside of our listed stocks once they cross our
2.5x return threshold, regardless of the time frame
over which this return was generated. We’re also
more closely monitoring the overall shape of the
portfolio to ensure an appropriate balance of growth
styles, maturities, and structural growth drivers
across our listed holdings. Due to the illiquid nature
fi
apply the same guide rails, but, when making new
investments in private companies, the team has
regard to the overall balance in the portfolio.
* Source: LSEG and relevant underlying index providers. See disclaimer on page 125.
fi129 to 132.
Past performance is not a guide to future performance.
11
Baillie Gifford US Growth Trust plc
Cultural architects and master builders
“It is not the beauty of a building you should look at;
it’s the construction of the foundation that will stand
the test of time.”
Since Baillie Gifford US Growth Trust launched in
March 2018, we have endured a global pandemic,
tempt investors to cling to yesterday’s certainties,
the recognisable structures. However, if the past
few years have taught us anything, what matters
is not the structure you can see but the foundation
beneath. When the ground keeps shifting, the
best architects focus on the foundations before
and relentless focus on growth. While identifying
tomorrow’s exceptional companies is challenging,
we know that holding onto them through inevitable
fi
even the greatest investments – NVIDIA, Amazon,
fl
multiple drawdowns exceeding 30%. Success rarely
The same lesson governs our handling of today’s
volleys and tariff threats move markets week by
week, yet predicting his next tweet is not our edge.
Instead, we must double down on the things we
believe matter, the things we believe we have an
edge in analysing, and the forces whose trajectories
drivers of lasting growth – declining battery costs
underpinning electric vehicles, falling inference costs
fi‘AI’), and unprecedented
biological insights reshaping healthcare, to name
a few. Or the resilience and adaptability of the
companies we invest in. Resilience to navigate the
short term – the macroeconomic environment, the
fl
of geopolitics. Adaptability to navigate the long run
traversing changing cultural trends.
fi
The true differentiator underpinning adaptability and
Ask any structural engineer: steel reinforcement
makes concrete resilient and permits daring
shapes. Inside companies, culture plays the same
role, supporting companies in building into their
opportunities.
We can categorise culture into two complementary
forms:
Foundational culture – The deeply embedded
vision set out by a company’s CEO or founder,
fi
purpose.
Created culture – How the foundational principles
manifest daily – guiding team behaviour, employee
incentives and operational responsiveness.
Dee Hock, founder of Visa, elegantly captures this
concept: fl
the future requires mastering four ways of looking
at things: as they were, as they are, as they might
become, and as they ought to be.” Foundational
culture embodies how things ought to be, while
created culture bridges today’s reality to that
aspirational state.
While foundational culture is slow to change, created
culture adapts and evolves to help a business unlock
recognise that a management team cannot directly
control how its foundational culture manifests.
What it can do is put in place the right scaffolding
to ensure the core tenants of what they believe to
be important are able to permeate throughout the
organisation.
Consequently, CEOs and founders are builders.
Builders, with a clear vision of what they are creating
and a strong cultural foundation that provides the
scaffolding for everything they build above. They are
willing to build breadth and height and are not afraid
to build out the occasional extension, even when it
is deeply unpopular. And they will, when necessary,
dismantle parts of what they have built, either to
unlock something new or to improve the health of
the overall design.
fi
builder mindset has enabled them to overcome
volatility and uncertainty and focus on the
opportunity for fresh storeys of growth.
Strategic report
Annual Report and Financial Statements 2025
12
Andy Florance founded CoStar in 1987 around a
wasted enormous value. CoStar positioned itself
as a facilitator within a very fragmented industry.
Over decades, CoStar has steadily transformed
an isolated property data asset into a vibrant,
interconnected real estate marketplace.
The pivotal acquisition of Apartments.com in 2014
fi
with just $85 million of annual revenues, CoStar
has transformed the rental apartment marketplace
into a >$1 billion revenue business, surpassing even
CoStar’s original data unit. Subsequent investments
in complementary verticals like LoopNet (commercial
properties), STR (hospitality analytics), and recently
Homes.com (residential property listings) illustrate
comprehensive industry landscape.
Florance’s disciplined vision – a commitment to
foundational strengths while seizing new vertical
fl
architecture. CoStar is reinvesting aggressively as
competitors struggle, laying deeper foundations to
seize future growth opportunities. It is repeating its
successful playbook: integrate data, add liquidity,
and monetise the network effects.
Under founder Tobi Lütke, Shopify has always
prioritised merchant success – putting the
fi
Starting in 2006 as a basic online store creation
centric capabilities: Shopify Payments (2013),
fi
Yet foundational culture also means strategic
adaptability. In 2023, Shopify boldly exited its
logistics ambitions. The rationale was cultural
and strategic: logistics limited Shopify’s ultimate
fi
intelligence, seeing it as broadly transformative.
fi
However, the ultimate ambition –
software allowing merchants to command
complex tasks via simple instructions – could make
Shopify indispensable, dramatically expanding its
Building a business takes time; like any secure
structure strong foundations are necessary. With the
right foundations – if a company’s culture is effective
– companies can exhibit resilience and adaptability,
build. A clear culture creates alignment, enabling
companies to embrace those moments of transition
This feels like a transition moment. We have had
companies steadying the ship post COVID, the
Donald Trump. But with fundamentals on a more
even keel, we are seeing many companies reorient
to focus on growth. This is the sort of environment
where builders really come into their own.
DoorDash
is stepping beyond its traditional
restaurant delivery model and looking to rewire local
multiplies.
Stripe’s acquisition of Bridge in February 2025 folds
stablecoin rails into its payments stack, slashing
transfers – especially from
the global north to the global south. The move
Duolingo’s cultural north star is language access
for all. With Duolingo Max, subscribers practise
personalised feedback – an experience edging ever
closer to a human tutor at dramatically lower cost.
The addressable learner pool – and lifetime value –
expands with each improvement.
SpaceX’s reusable Falcon boosters disrupted
launch economics; the Starship programme aims to
fl
helped to validate rapid iteration within the company
and moves SpaceX close to commercialising heavier
payloads at lower marginal costs. Starship’s scale
unlocks bulk satellite deployment (Starlink) and,
eventually, human interplanetary travel.
All these companies are building different structures
– some are like cityscapes, others skyscrapers.
But what unites them is that they are all builders,
harnessing their strong cultural foundations and
es.
13
Baillie Gifford US Growth Trust plc
Portfolio changes
In the year to the end of May, turnover was 9.1%.
fl
have witnessed since the emergence of generative
AI, and high competition for capital in the portfolio.
fi
private) and four complete sales in the period.
Over the last twelve months, we made three
additional private investments: Rippling, Runway AI,
and Cosm. Rippling offers a workforce management
system in the US and has ambitions to become the
system of record for all employee data. Its deep
companies streamline operations across functions.
Runway is a generative AI video platform built to
support creators throughout the entire production
from individuals to studios like Lionsgate. Runway
of media. Cosm is an immersive entertainment
through massive LED domes in cities like LA and
Dallas. Drawing on deep expertise in planetarium
tech, it partners with the NBA, UFC, and others to
reimagine live events. Cosm is pioneering the future
The net result was that, at the end of May, we held
positions in 27 unlisted securities, which collectively
comprised 34.9% of total assets.
There have been some changes to the top ten
flDash, and
Duolingo all moving into its ranks. Duolingo and
DoorDash have become large holdings on account
of strong share price performance. While we have
fi
growth opportunities has cemented their position.
For fl, we have been actively adding to our
fl
fi
inference workloads, has increased, so we added to
fl
fiNVIDIA, Tesla, and The
Trade Desk have also impacted the constituents of
the top ten. Our conviction in the disruptive potential
of AI has not changed. If anything, it has gotten
stronger. But we believe that NVIDIA’s share price
is discounting more of this large opportunity and
felt a smaller holding was appropriate given the
election of Donald Trump and
saw some dramatic share price movements. Tesla’s
market value rose more than $500 billion in the
month following Trump’s election. After revisiting
the upside case, we concluded that the holding size
fl
storage, and Optimus robots is exciting, these
opportunities remain early and the 2.5x case from a
$1.5 trillion market cap requires greater emphasis on
them. We have much admiration for The Trade Desk
as a business but, after a review and two separate
meetings with CEO and founder Jeff Green, we
decided to reduce the holding on valuation grounds.
Moderna and Brex both dropped out of the top ten
interim report, Moderna’s business suffered in the
fi
COVID vaccine market in the US and weaker than
expected uptake of its second drug, a vaccine
for another respiratory illness called RSV. The
of the period as these issues were compounded by
fears over the incoming administration’s attitude
towards vaccines. Brex, like many of our holdings,
a period of slower growth at the company. However
we are pleased to report that growth has begun to
In terms of the listed holdings, our new purchases
are across industries. DraftKings is a leading
online sports betting company in the US, poised
fi
state. With regulatory barriers easing, it is one of
two dominant players in a market just beginning to
unlock its potential. Lineage is the global leader in
a fragmented industry through scale and technology.
It delivers strong returns by running acquired assets
fi
critical business and a proven management team
driving growth. SharkNinja is gaining share in a
quality appliances at accessible prices. With strong
execution and global potential, it still holds only a
fi
Globant is an IT services provider. The company has
established a strong reputation for its expertise in
software integration and IT resource optimisation.
Introduction
Annual Report and Financial Statements 2025
14
While the headlines focus on AI native companies
fi
pool of businesses don’t know where to start
with AI. Our working hypothesis is that Globant
can provide that helping hand by harnessing its
design and engineering skillsets. The Ensign Group
operates skilled nursing facilities across the US,
leading consolidation in a highly fragmented market.
Despite being the leader, it holds just a 2% share.
fi
by a strong culture and a decentralised model that
drives operational excellence at scale.
Various complete sales funded these purchases.
There was no notable pattern to them. We decide
to move on from our holding in Sprout Social.
The company recently suggested there will be
no reacceleration of growth in 2025. Perhaps
management is being conservative, but this is well
below our expectations given the potential for
this business, and with the competition for capital
within the portfolio we decided to move on. The
sales of 10X Genomics and Coursera were driven by
investment cases that did not play out as expected.
The purchase of HashiCorp by IBM forced our hand
on its sale.
Outlook
Periods of volatility and disruption – such as those
fi
daunting, even disorientating. Yet, it’s precisely
during such transitions that truly foundational
companies demonstrate their value. Structural
upheavals act as a test, revealing the resilience and
adaptability inherent in strong foundational cultures.
While volatility shakes out weaker enterprises, it
simultaneously creates a fertile ground for robust
companies prepared to adapt and thrive.
AI is reshaping industries and driving tangible
changes across the economy, with growing evidence
underscoring the materiality of this transformation.
Companies across various sectors are increasingly
fi
attributable to AI. Notably, industries with already
fl – such as software,
fi – are emerging as
early and rapid adopters of AI tools. These sectors
fi
adoption has the potential to meaningfully reduce
payroll expenses and streamline operations.
We recognise there is not a single optimal way to
capture AI’s potential in the Company’s portfolio.
Instead, we see opportunities across different
layers of the AI stack. Amazon is strategically
positioned through AWS’s vast cloud infrastructure
and its growing chip capabilities. fl offers
an intriguing edge inference play, bringing AI
fi
Databricks and fl are pivotal, providing
essential data management and preparation
solutions that underpin effective AI implementation
across enterprises. Additionally, we’re enthusiastic
Runway
AI, which leverages existing AI infrastructure to
fl
Sceptics will ask, why not simply own an S&P 500
tracker and get exposure to the US broadly and
some of its biggest names. While passive investing
can play an important role in many people’s
portfolios, indexing gives cheap exposure to
incumbents; it rarely grants meaningful stakes in the
transformational growth companies
US Growth Trust looks to invest in. Itcannot provide
access to the most exciting private businesses like
SpaceX, Databricks, and Stripe. The Company’s
companies across listing boundaries, compounding
value that a passive vehicle must wait to access –
often at a far higher price.
Generative AI’s emergence and President Trump’s
tariff whiplash can make people feel uncomfortable
and foster fear, but it is in these moments that builders
thrive. Strong foundational cultures provide the
scaffolding; adaptable created cultures scramble the
workers to pour fresh concrete when cracks appear.
Because, in the end, America’s greatness is not
gifted by any administration; it is built – brick by
stubborn brick – by founders and teams who see the
city not as it is, but as it ought to be. Our job is to
support the crane arm so that it can keep moving,
regardless of who is in power.
That is the American dream made real.
US Equity Growth Team
Baillie Gifford & Co
115
Baillie Gifford US Growth Trust plc
15
Strategic report
Annual Report and Financial Statements 2025
16
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 owner is core to
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
geographies, 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
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
protects returns. We regard it as our responsibility to
fi
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. While 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.
fi
Corporate governance is a combination of structures
and behaviours; a careful balance between systems,
processes and people. Good governance is the
fi
outcomes. We therefore strive to push back against
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
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
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.
17
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
fi
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
basis, based on what we believe to be in the best
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
fl
fi
fifl
interest disclosure is available on our website at
bailliegifford.com
Prior to taking any voting action, we usually address
fi
company, using voting as an escalation mechanism if
fi
and the reasons for any resolutions voted against in
the period is disclosed on the Company website and
can be viewed at bgusgrowthtrust.com
Company meeting record
Voting distribution
Number of meetings voted
with management
82
Number of meetings with at least one
vote against, abstained or withheld
12
Meetings not voted 3
Votes for 92.0%
Votes against 6.0%
Votes abstained or withheld 0.9%
No vote 1.1%
Strategic report
Annual Report and Financial Statements 2025
18
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
2025 Environmental Social Governance
fi
Airbnb
Amazon
Aurora
Chewy
Ginkgo Bioworks
Guardant Health
Insulet
Meta Platforms
Moderna
fl
NVIDIA
Oddity
Pinterest
Recursion Pharmaceuticals
Rivian Automotive
Roblox
Roku
Samsara
SharkNinja
Shopify
fl
Tesla
The Trade Desk
Watsco
YETI
19
Baillie Gifford US Growth Trust plc
Aurora
Objectives
fi
fi
launch of Commercial Driverless Trucking to discuss
Aurora’s progress toward becoming a leading
autonomous trucking platform and to understand
immediate challenges.
Discussions
Aurora reached a key milestone in April: commercial
launch. Now, its primary challenge is scalability.
Momentum is building with customers and
Outcomes
fi
that it is entering a new execution phase. With
commercial proof of concept and partnerships
deepening, Aurora is forging a path to widespread
fl
Objectives
fl
their plans to balance growth through users who
receive advertising with those who don’t. The
fl
fi
Discussions
flemphasisedfi
developing its own advertising technology stack
executives highlighted that past reliance on
fragmented technology was an obstacle, particularly
for effectively targeting audiences. Building its
fl
advertisements, introduce interactive ad formats,
fl
property with advertiser content. It believes these
fl
advertising business, attracting premium advertiser
spending over time.
fl
supported revenue will take time to scale effectively.
Management anticipates revenue per user parity
fl
expects ad revenue to double this year, it expects
revenue growth to initially lag behind user growth,
especially internationally, due to complexities around
monetising a diverse, global audience.
Outcomes
fl
approach and timing expectations for its advertising
fl
efforts to scale its advertising business globally.
fl
as it scales driven by greater user reach and a
diverse and deepening content library.
Strategic report
Annual Report and Financial Statements 2025
20
SharkNinja
Objectives
We recently met the home appliances company
fi
fi
‘DTC’) business.
Discussions
SharkNinja’s management team has adapted
to increased tariff uncertainty by building more
manufacturing facilities in different countries around
the world. This has given it greater geographical
fi
with a majority of SharkNinja production now offshore.
SharkNinja is also working to expand beyond the US
(its biggest market), and has shifted some product
launches to Europe – now with circa 40% of its
business from outside the US market. SharkNinja’s
aptitude to engineer, manufacture and market
dozens of innovative new products annually remains
a key competitive edge versus more staid home
appliance players globally.
Outcomes
Our meeting with SharkNinja’s management
team reinforced our conviction in its adaptability
and distinct culture. The management has taken
thoughtful action to secure and diversify its
global sources of demand while rapidly executing
compelling marketing and new product releases.
fi
opportunity to disrupt the global home appliance
fi
categories.
Moderna
Objectives
A call was held with the CEO, CFO and newly
fl
after the disappointing launch of the RSV vaccine and
market share loss in COVID
us understand how the management team plans to
commercialise the powerful technology platform.
Discussions
Newly appointed commercial lead Stephen Hoge is
not new to Moderna. He joined Moderna in 2012 and
has been responsible for leading R&D and clinical
development efforts. He has recently expanded his
role to oversee the commercial strategy, so it was
fl
the commercial challenges and opportunities the
company is facing. Unfortunately, the company has
ceded market share to competitors in COVID
vaccines and its RSV launch has disappointed due
to timing and competitors being ahead of the game
with a broader vaccine offering which provided
them with greater negotiating power than Moderna
with pharmacy customers. Moderna’s expansion
of its vaccine offering will be key to it improving its
negotiating power – Hoge thinks a portfolio of four
will put the company on an even footing. Approval
fi
sustainability. Hoge was humble in sharing where
fi
is required to overcome these challenges. The CFO
outlined levers that can be pulled to work towards
Outcomes
Following some mild concern in our previous
engagement with the company, it is pleasing to see
a change in commercial leadership and to hear a
clear strategy for success. The next key milestones
will be the advancement of the respiratory vaccine
franchise as this will be key to commercial success.
21
Baillie Gifford US Growth Trust plc
Strategic report
Annual Report and Financial Statements 2025
22
5 4 % change
Shareholders’ funds
#
£743.8m £643.9m 15.5
Gearing* 4% 5%
Net asset value per ordinary share
‡
264.48p 216.65p 22.1
Share price 239.5p 192.40p 24.5
Comparative index (in sterling terms)
†
7. 2
Ongoing charges* 0.72% 0.70%
Discount* 9.4% 11.2%
Active share (relative to S&P 500 Index)* 88% 86%
Number of shares in issue 281,228,700 297,228,700
Market capitalisation £673.5m £571.9m
One year
summary
2025 2024
Total returns (%)*
Net asset value 22.1% 16.2%
Share price 24.5% 32.9%
Comparative index (in sterling terms)
†
7. 2 % 24.8%
*
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.
#
fi129 to 132.
‡
2025 the NAV with borrowings at fair value was the same as the NAV with
fi129 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.
23
Baillie Gifford US Growth Trust plc
2025 2025 2024 2024
Year’s high and low High Low High Low
Net asset value per ordinary share
‡
303.54p 207.31p 228.97p 176.10p
Share price 292.50p 180.80p 204.00p 135.6p
Premium/(discount)* 4.5% (19.8%) (9.6%) (24.5%)
2025 2024
Net return per ordinary share
Revenue (2.54p) (2.07p)
Capital 49.51p 31.73p
Total
46.97p 29.66p
*
Alternative performance measure – see Glossary of terms and alternative performance measures on pages 129 to 132.
‡
2025 the NAV with borrowings at fair value was the same as the NAV with
fi129 to 132.
Source: LSEG/Baillie Gifford and relevant underlying index providers. See disclaimer on page 125.
Past performance is not a guide to future performance.
Strategic report
Annual Report and Financial Statements 2025
24
Five year
summary
Total return
*
performance
fi2020)
The following charts indicate how
US Growth has performed
relative to its comparative
index and its underlying net
fi
5.
Premium/(discount)
*
to net asset value
fi
*
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.
2025
2020 2021 2022 2023 2024
Cumulative to 31 May
●
NAV per share (after deducting borrowings at fair value)
●
Share price
●
Comparative index
†
50
250
100
200
150
2025
2020 2021 2022 2023 2024
Years to 31 May
●
Premium/(discount) (after deducting borrowings at fair value)
(25%)
15%
(15%)
5%
(5%)
25
Baillie Gifford US Growth Trust plc
Annual net asset value and share price total return
*
(after deducting borrowings at fair value)
Relative annual net asset value and share price total
return
*
(relative to the comparative index
†
total return)
Active share
*
(compared to the comparative index
†
)
Portfolio turnover
*
(plotted on a quarterly basis)
*
Alternative performance measure – see Glossary of terms and alternative performance measures on pages 129 to 132.
†
S&P 500 Index total return (in sterling terms). See disclaimer on page 125.
Source: LSEG/Baillie Gifford and relevant underlying index providers. See disclaimer on page 125.
Past performance is not a guide to future performance.
2025
2021
2022 2023 2024
Years to 31 May
●
NAV per share return ● Share price return
(50%)
100%
50%
0%
2025
2021
2022 2023 2024
Years to 31 May
●
NAV per share return ● Share price return
(75%)
(50%)
50%
25%
(25%)
0%
2025
2020
2021
2022 2023 2024
Years to 31 May
●
Active share
0%
100%
40%
60%
80%
20%
2025
2020 2021 2022 2023 2024
Years to 31 May
●
Turnover
0%
30%
20%
10%
Strategic report
Annual Report and Financial Statements 2025
26
Summary of results
since inception
*
Capital
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)
†
%
#
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 3 7, 0 7 743,790 239.50 (9.4) (9.4)
Revenue Gearing ratios
Period/year
Income
£’000
Net return
after tax
£’000
Revenue
earnings
per ordinary
share
p
‡
Ongoing
charges
†
%
Gearing
†
%
Gross
gearing
†
%
2019
¶
699 (2,054) (1.09) 0.77 2 4
2020 595 (2,555) (1.05) 0.75 (1) 3
2021 648 (5,066) (1.78) 0.68 1 3
2022 568 (5,781) (1.88) 0.62 6 7
2023 850 (4,718) (1.55) 0.69 6 7
2024 603 (6,282) (2.07) 0.70 5 6
2025 716 ( 7, 312) (2.54) 0.72 4 5
*
fi129 to 132.
†
Alternative performance measure. See Glossary of terms and alternative performance measures on pages 129 to 132.
fi
‡ 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 103).
Past performance is not a guide to future performance.
27
Baillie Gifford US Growth Trust plc
Net asset value (fair) total return
†
Share price total return
†
Comparative index total return
§
#
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 270 270
†
Alternative performance measure. See Glossary of terms and alternative performance measures on pages 129 to 132.
fi
§ S&P 500 Index total return (in sterling terms).
Source: Baillie Gifford/LSEG and relevant underlying index providers. See disclaimer on page 125.
Absolute performance
1 year
%
3 years
%
5 years
%
Since inception
#
%
Share price
24.5
42.6
26.7
138.3
NAV
‡
22.1 38.0 45.4 170.0
Comparative index* 7. 2 40.0 92.1 170.1
fi
†
2025.
*
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.
fi
‡
2025 the NAV with borrowings at fair value was the same as the NAV with
fi129 to 132.
Source: Baillie Gifford/LSEG and relevant underlying index providers. See disclaimer on page 125.
Past performance is not a guide to future performance.
Strategic report
Annual Report and Financial Statements 2025
28
Review of
investments
A review of the Company’s
ten largest investments and
additions to the private company
5.
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, thus opening
avenues for growth, such as
tourism and transportation. A clear
segment leader, it looks positioned
to capture an attractive share of
the growing space industry, while
fi
globally relevant utility.
Stripe
Stripe is a payments technology
company. Founded in 2010 by Irish
brothers Patrick and John Collison,
the company is in the process of
developing a platform for sending
money seamlessly and compliantly
between any two internet
connected nodes in the world.
The company processes massive
volumes of payments from a broad
customer base, ranging from US
entrepreneurship easier and thus
fi
business conducted online.
Valuation at
5
£41,228,000
% of total assets* 5.3
Valuation at
4
£32,007,000
% of total assets* 4.6%
Net purchases/(sales)
in the year
–
Valuation at
5
£86,601,000
% of total assets* 11.2
Valuation at
4
£51,864,000
% of total assets* 7.6%
Net purchases/(sales)
in the year
–
© Shutterstock / mundissima© Anadolu/Getty Images
Denotes private company investment.
* Total assets less current liabilities, before deduction of borrowings. See Glossary of terms and alternative performance measures on pages 129 to 132.
Top ten holdings
29
Baillie Gifford US Growth Trust plc
Amazon
In retail, Amazon competes on
price, selection and convenience
and is improving all three as
it gets bigger. Amazon’s AWS
(Amazon Web Services) division
is in a clear position of leadership
in what could turn out to be
one of the largest and most
important market shifts of our
time. Both opportunities are
outputs of what is perhaps most
distinctive of all about Amazon
– its culture. The company is
perspective. It is willing to be bold
and scale its experiments (and
confront failures) as it grows.
These cultural distinctions allow
Amazon to possess the rare and
attractive combination of scale and
immaturity.
fl
fl
fi
content and distribution media
brand. Its base of more than
230 million subscribers allows
it to invest in building a strong
customer proposition through its
library of exclusive and desirable
content. This in turn attracts more
subscribers, creating a powerful
fl
from other likely competitors.
The shift from linear TV to on
demand streaming is still in the
fl
fi
fl
fl
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.
fl
300 cities worldwide, putting 95%
of the global internet population
within 50 milliseconds of its
fl
positioned to play a foundational
role in the AI infrastructure stack.
fi
edge, while its developer platform,
applications with minimal overhead.
fl
use cases proliferate.
Valuation at
5
£36,087,000
% of total assets* 4.6
Valuation at
4
£13,357,000
% of total assets* 1.9%
Net purchases/(sales)
in the year
£4,043,000
Valuation at
5
£35,674,000
% of total assets* 4.6
Valuation at
4
£35,710,000
% of total assets* 5.2%
Net purchases/(sales)
in the year
(£3,307,000)
Valuation at
5
£36,574,000
% of total assets* 4.7
Valuation at
4
£23,441,000
% of total assets* 3.4%
Net purchases/(sales)
in the year
(£3,633,000)
© ADRIAN DENNIS/AFP/Getty Images
* Total assets less current liabilities, before deduction of borrowings. See Glossary of terms and alternative performance measures on pages 129 to 132.
© Francis Vachon / Alamy Stock Photo © monticellllo – stock.adobe.com
Strategic report
Annual Report and Financial Statements 2025
30
© NetPhotos/Alamy Stock Photo© Shutterstock / Melnikov Dmitriy
Meta Platforms
Meta Platforms is the owner
of Facebook, WhatsApp and
Instagram. We think that AI could
fi
the nearer term, it should facilitate
revenue growth as AI systems
allow adverts to be targeted
more effectively despite Apple’s
privacy restrictions. Facebook
may be unique in having the
engineering resources to take
advantage of this opportunity. The
company addressed its cost base
to take on this challenge. In the
longer term, AI should facilitate
the monetisation of WhatsApp, a
platform that enjoys widespread
fi
revenue model.
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
fi
by automating large swathes of
their operations (e.g. marketing,
inventory management, payments,
order processing, shipping) thus
allowing them to focus on product
fi
a rapid pace of innovation and is
run by an impressive founder who
has built a distinctive merchant
focused culture.
DoorDash
demand delivery platform in
the US, connecting consumers
with local restaurants, grocery
stores, and retailers across more
than 25 countries. It holds a
dominant market share in US
restaurant delivery and is rapidly
expanding into categories like
convenience, grocery, and retail.
sided marketplace of consumers,
merchants, and Dashers (its
delivery drivers), and been
effective at balancing the needs
fi
improving its unit economics.
As consumers increasingly
expect convenience, DoorDash
is positioning itself as the
infrastructure for local commerce
– not just food delivery – with
fi
the US and internationally.
Valuation at
5
£26,506,000
% of total assets* 3.4
Valuation at
4
£17,845,000
% of total assets* 2.6%
Net purchases/(sales)
in the year
(£4,612,000)
Valuation at
5
£27,948,000
% of total assets* 3.6
Valuation at
4
£21,747,000
% of total assets* 3.1%
Net purchases/(sales)
in the year
(£8,608,000)
Valuation at
5
£35,580,000
% of total assets* 4.6
Valuation at
4
£25,369,000
% of total assets* 3.7%
Net purchases/(sales)
in the year
£3,265,000
*
Total assets less current liabilities, before deduction of borrowings. See Glossary of terms and alternative performance measures on pages 129 to 132.
© Erman Gunes – stock.adobe.com
31
Baillie Gifford US Growth Trust plc
Duolingo
Duolingo is the world’s most
popular language learning
fi
make education accessible and
engaging. Its freemium model —
offering free access with optional
premium subscriptions — has
proven highly effective, driving
both massive reach and recurring
revenue. In recent years, Duolingo
has expanded beyond language
learning with products like Maths,
Music and Chess. At the core of
Duolingo’s success is a relentless
focus on product quality and
user engagement. Duolingo’s
ability to blend rigorous learning
science with addictive product
design positions it uniquely at
the intersection of education and
entertainment — a category it is
fi
NVIDIA
NVIDIA designs and manufactures
graphics processing units for
the gaming and professional
markets. They are highly
specialised semiconductor chips
that can be used for a range of
applications, from gaming to
fi
of investment into both hardware
and software, NVIDIA is well
fi
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
fi
to help companies adopt AI more
quickly.
Valuation at
5
£19,318,000
% of total assets* 2.5
Valuation at
4
£44,715,000
% of total assets* 6.5%
Net purchases/(sales)
in the year
(£31,292,000)
Valuation at
5
£25,104,000
% of total assets* 3.2
Valuation at
4
£10,743,000
% of total assets* 1.6%
Net purchases/(sales)
in the year
(£1,291,000)
© Duolingo
* Total assets less current liabilities, before deduction of borrowings. See Glossary of terms and alternative performance measures on pages 129 to 132.
© Shutterstock / Nor Gal
Strategic report
Annual Report and Financial Statements 2025
32
Rippling (People Center)
management platform that sits at the
fi
Founded by Parker Conrad, Rippling
aims to solve a critical pain point
for businesses: the fragmentation
of employee systems across
departments and geographies.
From a single platform, companies
fi
device management, app access,
time tracking, and more — all tied
to a central employee record. The
company operates in a massive
addressable market, historically
served by a mix of legacy providers
and narrowly focused software as a
service (‘SaaS’) tools. It has grown
retention and expansion within its
customer base. Its combination
of product depth, operational
fi
makes it a standout in the next
generation of enterprise software
platforms.
Valuation at
5
£4,944,000
% of total assets* 0.6
Valuation at
4
–
% of total assets* –
Net purchases/(sales)
in the year
£4,986,000
Private company new buys
Runway AI
Runway is a generative AI video
platform pioneering the use of
machine learning in creative
fl
company aims to become the
professionals, supporting the
entire production process — from
ideation and storyboarding to editing
combines intuitive design with
users to generate, edit, and enhance
video content with unprecedented
fl
has grown rapidly with limited
marketing spend, driven by the viral
appeal of its technology and its tight
fl
Unlike many AI companies building
horizontal tools, Runway is pursuing
fi
stack solution for the next generation
of content production. As demand for
industries and platforms, Runway’s
ability to automate and enhance the
fi
artistic control — positions it strongly
in a new wave of media creation.
Valuation at
£3,708,000
% of total assets* 0.5
Valuation at
–
% of total assets* –
Net purchases/(sales)
in the year
£3,949,000
Cosm Experience
Cosm is a pioneering immersive
entertainment and technology
fi
experience live events through its
Founded in 2020, Cosm has rapidly
fl
venues in Los Angeles and Dallas.
foot diameter, 12K+ resolution LED
domes that envelop audiences in
unparalleled sense of presence for
live sports, concerts, and cinematic
edge technology and strategic
partnerships, Cosm is poised to
become a leader in the evolving
landscape of immersive media
experiences.
Valuation at
£3,708,000
% of total assets* 0.5
Valuation at
–
% of total assets* –
Net purchases/(sales)
in the year
£3,944,000
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.
© Mojahid Mottakin – stock.adobe.com© Timon – stock.adobe.com © Los Angeles Times/Getty Images
33
Baillie Gifford US Growth Trust plc
Portfolio executive
summary
Contributors
Contribution to
absolute performance
%*
Absolute
performance
%
†
Space
Exploration
Technologies
4.4 6 7. 0
Duolingo 2.6 156.3
fl 2.6 77.6
fl 2.5 131.9
Shopify 2.5 70.9
Detractors
Contribution to
absolute performance
%*
Absolute
performance
%
†
Moderna (3.2) (82.4)
Brex
(1.4) (55.1)
Pinterest (0.7) (29.2)
Lyra Health
(0.6) (51.4)
Sweetgreen (0.6) (58.8)
2025
* Contribution to absolute performance (in sterling terms) has been calculated to illustrate how an individual stock has contributed to the overall return.
fl
†
Absolute performance (in sterling terms) has been calculated on a total return basis over the period 145.
fi129 to 132. Table ordered by contribution
to performance.
Denotes private company investment.
Source: Revolution.
Distribution of total assets
*
by sector 2025
3
4
5
2
6
1
Industry 2025
%
2024
%
1 Information technology 29.1 29.9
2 Consumer discretionary 20.1 19.0
3 Industrials 15.5 12.5
4 Communication services 15.3 15.6
5 Healthcare 10.1 12.1
6 Financials 4.6 6.2
7 Real estate 1.9 1.6
8 Consumer staples 1.6 1.0
9 Materials 0.8 1.4
10 Net liquid assets 1.0 0.7
Source: Baillie Gifford/LSEG and relevant underlying index providers. See disclaimer on page 125.
* fi129 to 132.
Strategic report
Annual Report and Financial Statements 2025
34
New buys
Cosm Experience
DraftKings
Globant
Lineage
Rippling (People Center)
Runway AI
SharkNinja
The Ensign Group
Aurora
Block
fl
CoStar Group
Meta Platforms
Penumbra
Recursion
Pharmaceuticals
Rivian Automotive
Samsara
fl
Sweetgreen
Wayfair
Additions
fi
Alnylam Pharmaceuticals
Amazon
Chewy
Datadogs
Denali Therapeutics
DoorDash
Doximity
Duolingo
Ginkgo Bioworks
Guardant Health
Inspire Medical Systems
Insulet
Lemonade
Moderna
fl
NVIDIA
Oddity
Pinterest
Roblox
Roku
Sana Biotechnology
Shopify
Tesla
The Trade Desk
Watsco
Workday
YETI
ReductionsComplete sales
10X Genomics
Coursera
HashiCorp
Sprout Social
Assets highlighted in bold indicate an investment decision.
Niantic’s game business was acquired by Scopely during the period. The takeover resulted in the Company receiving a combination of cash and series A
preference shares in a new company called Niantic Spatial. See list of investments on pages 43 to 46.
Denotes private company investment.
Denotes listed investment previously held in the portfolio as a private company investment.
35
Baillie Gifford US Growth Trust plc
fl
risk. Figures represent percentage of total investments excluding cash.
Source: Baillie Gifford.
Growth drivers 2025
fi
research. This is a subjective process, but we believe it is more consistent with our view that the real
fi
rather than how index providers choose to classify companies.
MONETISING ATTENTION
THROUGH DIGITAL ADVERTISING
8.1%
OTHER HEALTHCARE
2.5%
HEALTHCARE
10.1%
THERAPIES
2.1%
DEVICES
2.7%
TESTING/DIAGNOSTICS
2.8%
DIGITAL INFRASTRUCTURE
9.5%
COMMUNICATION
11.2%
CONTENT CONSUMERS
WILL PAY FOR
12.8%
ENTERPRISE –
DIGITAL TRANSFORMATION
9.6%
CHEMICALS
0.8%
QUANTUM
COMPUTING
0.7%
TRANSPORT
5.5%
FINANCE
9.5%
AGRICULTURE
<0.1%
REAL ESTATE
1.2%
INDUSTRY-SPECIFIC
DISRUPTION
CAPITAL ALLOCATORS
2.3%
CONSUMER –
EMERGING BRANDS
1.7%
DIGITAL TRANSFORMATION OF COMMERCE
17.0%
Cloudflare
NVIDIA
Space
Exploration
Technologies
Alnylam
Moderna
Denali
Sana
Recursion
Doximity
Capsule
Honor
Lyra Health
The Ensign
Group
Gingko Bioworks
Guardant Health
BillionToOne
Insulet
Inspire Medical
Systems
Penumbra
Pinterest
Meta
Roku
The Trade
Desk
Oddity
Chewy
DoorDash
Lemonade
Faire Wholesale
Away (JRSK)
DraftKings
Shopify
Thumbtack
Amazon
Wayfair
YETI
Sweetgreen
SharkNinja
Cosm Experience
Discord
Duolingo
Netflix
Niantic
Epic Games
Roblox
Solugen
PsiQuantum
Nuro
Zipline
Aurora
Rivian Automotive
Tesla
Affirm
Block
Blockstream
Human Interest
Brex
Stripe
Indigo
Agriculture
CoStar Group
Airbnb
Lineage
Watsco
Samsara
Datadog
Rippling
(People Center)
Databricks
Workday
Runway AI
Snowflake
Tanium
Snyk
Workrise
Globant
Strategic report
Annual Report and Financial Statements 2025
36
We hold our private company investments at ‘fair value’
transaction. Valuations are adjusted both during
regular valuation cycles and on an ad hoc basis in
response to ‘trigger events’. 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
fi
fifi
Baillie Gifford revalues the private holdings on a
holdings reassessed each month. During stable
market conditions, and assuming all else is equal,
each investment would be valued four times in
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
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
fi
managers; or meaningful changes to the valuation of
comparable public companies. Any ad hoc change
to the fair valuation of any holding is implemented
fl
The valuations group also monitors relevant market
indices on a weekly basis and updates valuations in
a manner consistent with external
valuer’s (S&P Global) most recent valuation report
where appropriate.
Periods of market volatility during the period have
meant that valuations continue to be reviewed
much more frequently, in some instances resulting
in further valuation movements. Despite periods
of volatility, market sentiment more broadly has
resulted in a number of the portfolio companies
undertake capital raises.
fi
out during the twelve months to 31 May 2025, but
fl
private investment portfolio that has not resulted in
.
Baillie Gifford US Growth Trust*
Instruments held 58
Number of revaluations 371
Percentage of portfolio valued up to 4 times 14.3%
Percentage of portfolio valued 4+ times 85.7%
*
fl20242025 to align with the
Company’s reporting period end.
The simple average movement in company valuations
and share prices across the portfolio in the twelve
months to 31 May 2025 are shown below. The
valuations of our private company holdings have
increased in the period on average. Where there
has been a contraction in the valuation of a portfolio
company, share prices have decreased less than
headline valuations because Baillie Gifford typically
holds preference stock, which provides downside
fl
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.
Average
movement
in company
valuation
Average
movement in
share price
Baillie Gifford US Growth Trust* 4.8% 10.7%
*
fl20242025 to align with the
Company’s reporting period end.
Baillie Gifford – valuing
private companies
37
Baillie Gifford US Growth Trust plc
Private companies
summary
Historical snapshot
fi255.4m
of capital in this area.
Transaction value
5 (£’000).
(Graph plotted in calendar years)
5
£12.9m of new capital was deployed in private companies during the year.
New buys
Cosm Experience Rippling (People Center)
Runway AI
Niantic’s game business was acquired by Scopely during the period. Baillie Gifford US Growth
company Niantic Spatial (see pages 43 to 46 for a complete list of the Company’s investments).
Follow on funding rounds
None
Concentration
5 we held 27 private companies which
equated to 34.9% of total assets.
fi companies accounted for
62.5% of the private company exposure.
The ten largest private companies accounted for
79.4% of the private company exposure.
fi*5.
34.9%
Total private company exposure
Top 10 – 2 7.7 %
Top 5 –%
3 Listed – SPAC
8 Listed
27 Held
1 Liquidated
1 Takeover
0
120,000
100,000
80,000
60,000
40,000
20,000
● Buy ● Follow on ● Listed ● Takeover● Listed-SPAC (special purpose acquisition company)
2018 2019 2020 2021 2022 2023 20252024
*
Total assets less current liabilities, before deduction of borrowings. See Glossary of terms and alternative performance measures on pages 129 to 132.
Strategic report
Annual Report and Financial Statements 2025
38
5 previously held as private company investments from date of
5
(absolute performance in sterling terms %)
500(100) 0 200100 400300
● Absolute performance from initial public offering to 31 May 2025 %
● Absolute performance from initial investment to initial public offering %
● Total absolute performance from initial investment to 31 May 2025 %
Affirm
Airbnb
Ginkgo Bioworks
Aurora
Oddity
Snowflake
3
4
5 2
6
1
Private exposure
2025
%
2024
%
1 Space Exploration Technologies 11.2 7. 6
2 Stripe 5.3 4.6
3 BillionToOne 2.0 1.4
4 Faire Wholesale 1.7 1.9
5 Databricks 1.6 1.8
6 Other 13.1 16.8
Source: Revolution/Baillie Gifford.
Note: Absolute performance returns cannot be added together as they are geometric.
39
Baillie Gifford US Growth Trust plc
Size
Our private company exposure tends to be weighted to the upper end
of the maturity curve, focused on late stage private companies which
fi
Cap
Total equity
value (USD)
assets
*
Number of
holdings
Micro <300m 0.3 4
Small 300m–2bn 3.4 7
Medium 2bn–10bn 11.5 11
Large >10bn 19.7 5
34.9 27
Source: Baillie Gifford.
Private company investments and listed investments previously held as private company investments
as a percentage of total assets
*
(plotted quarterly from March 2018)
£m
2025
2019
2021
202420232018
2020 2022
%
● Private company investments as a % of total assets (right hand axis)
● Total assets in sterling (left hand axis)
● Private company investments and listed investments previously held in the portfolio as private company investments as a % of total assets (right hand axis)
● Private company investments as a % of total assets (right hand axis)
● Total assets in sterling (left hand axis)
● Private company investments and listed investments previously held in the portfolio as private company investments as a % of total assets (right hand axis)
0
1,200
1,000
600
800
200
400
0
50
40
20
30
10
* Total assets less current liabilities, before deduction of borrowings. See Glossary of terms and alternative performance measures on pages 129 to 132.
Strategic report
Annual Report and Financial Statements 2025
40
Operational highlights Financial highlights
SpaceX surpassed 250 dedicated Starlink
launches, bringing the constellation to over
Starlink, the satellite internet service operated
by SpaceX, has surpassed 6 million active
subscribers across 140 countries.
SpaceX logged its 100th consecutive successful
Falcon 9 landing as it launched 84 per cent
of global satellite mass into orbit in 2024,
fi
Elon Musk stated via X that SpaceX expects to
generate $15.5 billion in revenue this year, and
that commercial space revenues will exceed
NASA’s entire budget.
In December 2024, a share tender offer to
employees from SpaceX and some of its investors
valued the company at $350bn, making it the
most highly valued private company in the world.
Stripe processed $1.4 trillion in total payment
and equating to 1.3% of gross domestic
Patrick Collison recently described payment
volume trends as being boosted by AI’s
fl
In February 2025, John Collison said the
fi
for the foreseeable future.
A tender offer in February valued the business
at $91.5 billion, 31% higher than its $70 billion
BillionToOne reached the milestone of 500,000
total patient tests by June 2024.
The company expanded its Northstar oncology
product line with two key tests: Northstar Select
(therapy selection) and Northstar Response
(treatment monitoring).
As at January 2025, its Northstar Select
fi
variants than comparable tests.
In November 2024, it broke ground on a new
laboratory in Austin, TX, with a capacity for
BillionToOne reached revenue of $153 million in
2024, more than doubling from $72 million in
2023.
It is projecting revenue to reach $220 million in
2025, continuing its strong growth momentum.
It has now captured approximately 15 per cent
market share in the US prenatal testing market.
The company secured a $130 million Series
D round at a $1 valuation in June
2024 and a $140 millionfi
Zipline’s drones have now logged 100 million
miles, making more than 1.4 million deliveries,
doubling its mileage in under a year.
It continues to expand its reach and
partnerships, especially in the US. A key part
of this is working with regulators to approve
fi
fi
2024. This allows Zipline to collaborate with
fl
operations, critical for coordination as drone
deliveries expand.
fi
advancing autonomous delivery for urban areas
with 8lbs/3.6kg payloads, massively increasing
its market opportunity.
In June 2024, Zipline raised an estimated
$350
valuation of $4.8. To date, Zipline has
raised $1.2.
5
41
Baillie Gifford US Growth Trust plc
Operational highlights Financial highlights
It has expanded its Insider Partnership
programme across the US, Canada and
Australia, helping brands offer free shipping to
top buyers.
Faire launched promoted listings for US brands
in September 2024 which has increased
product views by nearly 80 per cent and new
customers by 25 per cent on average for
participating
The company appointed Thuan Pham as chief
fi
Marcelo Cortes transitioning to chief architect.
have been established to date, with brands
selling more than $7 billion worth of inventory via
the platform.
Faire’s last funding round came from the
2023. Faire is now the recommended wholesale
marketplace for Shopify merchants, bringing
a huge customer network to the brands selling
viaFaire.
In February 2025, Databricks and SAP
fi
applications and data platforms work together
combining SAP’s applications with Databricks
In October 2024, Databricks announced a
strategic collaboration agreement with Amazon
Web Services (AWS), whereby Databricks will
leverage AWS’s Trainium chips as the preferred
In December 2024, the company announced it
had raised $10 billion in its Series J fundraising
round which valued the company at $62bn.
In January 2025, Databricks closed an additional
$5.2fi
that Meta had joined as a new strategic investor.
The company announced it is growing 60 per
the $3 revenue run rate and be free cash
positive by the end of January 2025.
It now has over 10,000 customers and more than
500 customers consuming at an over $1
annual revenue run rate.
In June 2024, Brex announced a partnership
with Stripe Atlas to deliver faster banking
access for startups. Stripe Atlas is Stripe’s
service that enables entrepreneurs to set up a
business in the US from anywhere in the world
quickly and at low cost.
Brex now serves over 150 public companies and
fi
ServiceTitan, Sonos, Wiz and more selected
Brex as their modern spend platform. In total,
Brex’s enterprise customers have an estimated
market cap of more than $2.9.
Internally, Brex has streamlined its sales
structure by removing two management layers.
At the same time, its net promoter score
improved during 2024.
Revenue growth accelerated nearly threefold
in 2024, with net revenue retention increasing
by over 15%. Its enterprise business (its largest
customers) grew revenue by 80 per cent.
fi
paybacks improved by 40 per cent, while its cash
burn rate was reduced by almost 70 per cent.
fi
of cash burn.
5 (continued)
Strategic report
Annual Report and Financial Statements 2025
42
Operational highlights Financial highlights
As of May 2025 Discord had 200+ million
monthly active users (from 152 million in
January 2023), rolling out several speed and
feature improvements.
Over 90% of users play games on the platform,
spending a total of 1.5 billion hours gaming each
month.
October 2023 saw the company launch an
digital items for their avatar and accounts.
Discord plans to open this new revenue stream to
It will also begin inviting eligible developers in the
UK and Europe to share in company revenue by
building apps on top of the platform and letting
users subscribe to them (this is already available
in the US).
Fortnite continues to innovate to attract new
boosted user numbers to a record 110 million
monthly Fortnite users at peak.
Epic’s new partnership with Disney enables
game creation with Disney IPs such as Star
Wars and Marvel, which could further increase
engagement.
In August 2024, Epic made a notable move back
to mobile gaming as it launched its Epic Games
Store on Android devices globally and iOS
devices in the EU. CEO Tim Sweeney hailed the
fi
Epic Games Store is Epic’s video game digital
distribution service and storefront.
In October 2024, Sweeney declared the
fi
period involving strategic layoffs, rebuilding and
strong execution.
revenue in 2024, reaching $1.09 billion.
In February 2024, The Walt Disney Company
fi
Epic Games, aiming to create an expansive new
games and entertainment universe connected to
Fortnite, powered by Unreal Engine.
In November 2024, Nuro launched its
based Nuro Driver™ L4 system, enabling
California and Texas. It has recorded 1 million
Nuro has expanded beyond delivery bots to
license its autonomy stack (Nuro Driver™ and
mobility platforms, branching into robotaxis and
advanced driver assistance systems markets.
In April 2025, Nuro secured $106 million in
a Series E funding round, which valued the
company at $6 billion.
5 (continued)
43
Baillie Gifford US Growth Trust plc
List of investments
5
Name Business
2025
Value
£’000
total
assets *
2024
Value
£’000
Space Exploration Technologies
Series J Preferred
Rocket and spacecraft company 44,253 5.7 26,502
Space Exploration Technologies
Series N Preferred
Rocket and spacecraft company 25,404 3.3 15,214
Space Exploration Technologies
Series K Preferred
Rocket and spacecraft company 10,085 1.3 6,040
Space Exploration Technologies
Class A Common
Rocket and spacecraft company 5,242 0.7 3,139
Space Exploration Technologies
Class C Common
Rocket and spacecraft company 1,617 0.2 969
86,601 11.2 51,864
Stripe Series G Preferred
Online payment platform 18,157 2.3 13,984
Stripe Series I Preferred
Online payment platform 17,693 2.3 13,625
Stripe Class B Common
Online payment platform 3,729 0.5 2,871
Stripe Series H Preferred
Online payment platform 1,649 0.2 1,527
41,228 5.3 32,007
fl Subscription service for TV shows and movies 36,574 4.7 23,441
fl
36,087 4.6 13,357
Amazon Online retailer and cloud computing provider 35,674 4.6 35,710
Meta Platforms Social networking website 35,580 4.6 25,369
Shopify Class A
27,948 3.6 21,747
DoorDash Online local delivery 26,506 3.4 17,845
Duolingo Mobile learning platform 25,104 3.2 10,743
NVIDIA Graphics chips 19,318 2.5 44,715
BillionToOne Series C Preferred
Molecular diagnostics technology platform 6,699 0.9 3,984
BillionToOne Series D Preferred
Molecular diagnostics technology platform 4,622 0.6 2,749
Molecular diagnostics technology platform 4,259 0.5 2,533
15,580 2.0 9,266
Roblox User generated content game company 15,338 2.0 6,900
The Trade Desk Advertising technology company 14,653 1.9 34,288
Faire Wholesale Series F Preferred
Online wholesale marketplace 4,934 0.6 4,972
Faire Wholesale
Online wholesale marketplace 4,661 0.6 4,429
Faire Wholesale Series G Preferred
Online wholesale marketplace 3,608 0.5 3,684
13,203 1.7 13,085
*
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.
Past performance is not a guide to future performance.
Strategic report
Annual Report and Financial Statements 2025
44
* 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.
Past performance is not a guide to future performance.
Name Business
2025
Value
£’000
total
assets *
2024
Value
£’000
Tesla Electric cars, autonomous driving and solar energy 13,002 1.7 17,239
Databricks Series H Preferred
Data and AI platform 12,508 1.6 11,647
Databricks Series I Preferred
Data and AI platform 467 <0.1 435
12,975 1.6 12,082
Oddity
Online cosmetics and skincare company 12,674 1.6 7,072
Zipline International Series C Preferred
7,607 1.0 8,910
Zipline International Series E Preferred
4,311 0.6 5,049
Zipline International Series F Preferred
723 0.1 820
12,641 1.7 14,779
fi
fi 7,606 1.0 4,543
fi
fi 4,714 0.6 3,477
12,320 1.6 8,020
CoStar Group Commercial property information provider 11,961 1.5 10,776
fl
platform
10,556 1.4 5,771
Samsara Connected operations cloud software company 10,297 1.3 5,430
Alnylam Pharmaceuticals Therapeutic gene silencing 9,306 1.2 5,248
Brex Class B Common
3,983 0.5 10,648
Brex Series D Preferred
5,294 0.7 10,018
9,277 1.2 20,666
DraftKings Online sports betting platform 9,147 1.2 –
Insulet Medical device company 9,086 1.2 5,736
Discord Series I Preferred
Communication software 8,734 1.1 9,448
Watsco Air conditioning, heating and refrigeration equipment
distributor
8,528 1.1 10,611
Datadog IT monitoring and analytics platform 8,106 1.0 8,768
Pinterest Image sharing and social media company 7,948 1.0 12,273
Epic Games
Video game platform and software developer 7,704 1.0 6,741
Chewy Online pet supplies retailer 7,520 1.0 4,084
Penumbra Medical tools to treat vascular diseases 7,482 1.0 3,178
Aurora
4,218 0.5 1,668
Aurora Innovation Class B Common
3,157 0.4 1,317
7,375 0.9 2,985
Workday Enterprise information technology 7,305 0.9 12,450
The Ensign Group Operator of skilled nursing facilities 6,683 0.9 –
Nuro Series C Preferred
3,672 0.5 2,509
Nuro Series D Preferred
3,006 0.4 1,939
6,678 0.9 4,448
SharkNinja Home appliance company 6,409 0.8 –
Combines enzymes and metal catalysts to make
chemicals
4,237 0.5 5,821
Solugen Series D Preferred
Combines enzymes and metal catalysts to make
chemicals
2,072 0.3 2,827
6,309 0.8 8,648
45
Baillie Gifford US Growth Trust plc
Name Business
2025
Value
£’000
total
assets *
2024
Value
£’000
Guardant Health Biotechnology Company 6,015 0.8 4,645
Block Financial Services merchant and mobile payment
company
5,986 0.7 6,127
PsiQuantum Series D Preferred
Silicon photonic quantum computing 5,815 0.7 3,872
Snyk Series F Preferred
Developer security software 3,522 0.5 5,055
Snyk Ordinary Shares
Developer security software 1,968 0.2 3,016
5,490 0.7 8,071
Wayfair Online furniture and homeware retailer 5,203 0.7 6,552
Doximity fl
professionals
5,080 0.7 3,136
Rippling (People Center)
Series G Preferred
Workforce management platform 4,944 0.6 –
Roku Online media player 4,846 0.6 4,451
Workrise Technologies Series E Preferred
Jobs marketplace for the energy sector 2,202 0.3 1,975
Workrise Technologies Series D Preferred
Jobs marketplace for the energy sector 2,111 0.3 1,895
Workrise Technologies
Jobs marketplace for the energy sector 469 <0.1 421
4,782 0.6 4,291
Human Interest Series E Preferred
Retirement bfiplatform 4,734 0.6 4,713
Thumbtack Class A Common
Online directory service for local businesses 2,975 0.4 2,437
Thumbtack Series I Preferred
Online directory service for local businesses 1,309 0.2 1,293
Thumbtack Series A Preferred
Online directory service for local businesses 212 <0.1 174
Thumbtack Series C Preferred
Online directory service for local businesses 62 <0.1 51
Thumbtack Series B Preferred
Online directory service for local businesses 14 <0.1 12
4,572 0.6 3,967
Inspire Medical Systems Medical technology company 4,553 0.6 6,054
Sweetgreen Salad fast food chain 4,500 0.6 9,370
Lyra Health Series E Preferred
Digital mental health platform for enterprises 3,215 0.4 7,136
Lyra Health Series F Preferred
Digital mental health platform for enterprises 1,059 0.1 1,664
4,274 0.5 8,800
Tanium Class B Common
Online security management 3,917 0.5 4,548
Moderna Therapeutic messenger RNA 3,786 0.5 23,506
Runway AI Series D Preferred
Generative AI research and technologies platform 3,708 0.5 –
Cosm Experience
Immersive entertainment venues 3,708 0.5 –
Lemonade Insurance company 3,623 0.5 2,068
Lineage
logistics
3,465 0.4 –
Away (JRSK) Convertible
Promissory Note
Travel and lifestyle brand 1,027 0.1 1,039
Away (JRSK) Convertible
Promissory Note 2021
Travel and lifestyle brand 1,027 0.1 1,039
Away (JRSK) Series D Preferred
Travel and lifestyle brand 971 0.1 1,072
Away (JRSK) Series Seed Preferred
Travel and lifestyle brand 156 <0.1 234
3,181 0.3 3,384
*
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.
Past performance is not a guide to future performance.
Strategic report
Annual Report and Financial Statements 2025
46
Name Business
2025
Value
£’000
total
assets *
2024
Value
£’000
Honor Technology Series D Preferred
Home care provider 2,032 0.2 1,158
Honor Technology Series E Preferred
Home care provider 882 0.1 502
Honor Technology Inc Subordinated
Convertible Promissory Note
Home care provider 196 <0.1 198
3,110 0.3 1,858
Airbnb Class B Common
Online market place for travel accommodation 2,940 0.3 3,501
Globant Technology services company specialising in
software development, IT services and consulting
2,451 0.3 –
Rivian Automotive Developer security platform 2,435 0.3 1,078
YETI Consumer products for the outdoor and recreation
markets
2,398 0.3 3,726
Denali Therapeutics Clinical stage neurodegeneration company 2,032 0.3 3,321
Recursion Pharmaceuticals Drug discovery platform 936 0.1 1,891
Sana Biotechnology Gene editing technology 313 <0.1 1,239
Ginkgo Bioworks
Bioengineering company developing micro
organisms that produce various proteins
288 <0.1 930
Niantic Spatial Series A Preferred
Geospatial AI and spatial computing solutions 242 <0.1 –
Indigo Agriculture Class A Common
Agricultural technology company 3 <0.1 130
Bitcoin and digital asset infrastructure – 0.0 163
Digital pharmacy – 0.0 824
Capsule Series E Preferred
Digital pharmacy – 0.0 509
– 0.0 1,333
Abiomed CVR
Manufacturer of heart pumps – 0.0 –
Total investments 772,747 99.0
Net liquid assets† 8,121 1.0
Total assets* 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.
Past performance is not a guide to future performance.
Listed
equities
%
Private
company
investments
#
%
assets †
%
Total
assets *
%
5
64.1 34.9 1.0 100.0
4
65.2 34.1 0.7 100.0
47
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
fi
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
keeping fees and costs low and harnessing the
Objective and policy
The Company’s investment objective is to produce
The Company invests predominantly in equities of
companies which are incorporated or domiciled, or
fi
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
fi
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
fi
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
on futures, swaps and similar instruments. The
Board, however, currently does not expect to
enter into derivative or hedging transactions to
mitigate against currency or interest rate risk.
Strategic report
Annual Report and Financial Statements 2025
48
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 56 to 59, 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
fi
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
fi
has decidedfi
Liquidity policy
The Board recognises the need to address any
fi
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
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
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 buy‑backs – at the Annual General Meeting
held on 272024 the Company was
granted a general authority to make purchases of up
to 43,647,687 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
from time to time and are announced to the market
49
Baillie Gifford US Growth Trust plc
via a Regulatory Information System on the same or
the following business day.
16,000,000 were bought back during the year
2025 26,131,300
shares were held in treasury. Between 1
2025 and 62025 800,000 shares
were bought back and held in treasury.
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 6
2025 (being the latest practicable date prior to
the publication of this document) 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 2026. 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
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 2026 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
fi
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
fi
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’).
2025 the Company
issued no shares. Between 12025 and
62025 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
fi
parameters set by the Board and any loan covenants.
Facility
amount
Facility
type Lender Maturing Drawings
$25
million
Revolving
credit
ING Bank N.V. Fully
drawn
$25
million
Revolving
credit
The Royal
Bank of
Scotland
International
Limited
2026
Fully
drawn
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:
index;
net asset value per share; and
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 2025 and since
inception, 28 March 2018, are shown on pages 22
to 27.
In addition to the above, the Board considers peer
group comparative performance.
Strategic report
Annual Report and Financial Statements 2025
50
Value assessment
Baillie Gifford & Co Limited undertakes regular value assessments of its products. Following the
assessment in 2025, 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 74 and 75 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. There have been no material changes to the principal risks during the year. A description of
these risks and how they are being managed or mitigated is set out below.
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.
Financial
risk
What is the risk?
The Company’s assets consist
of securities and its principal
fi
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 109 to 116.
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
fl
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.
Rating and
change
Current assessment of risk
Risk level: High
This risk is unchanged and
remains high due to the
heightened macroeconomic
and geopolitical concerns
and the threat to trade from
increased protectionism
which continue to create a
challenging environment for
businesses.
Decreasing RiskIncreasing Risk Stable Risk
Moderate RiskHigh Risk Low Risk
51
Baillie Gifford US Growth Trust plc
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
fi
sell, so changes in their prices
may be greater than for listed
investments and their valuations
may be perceived to be more
volatile or out of date.
How is it managed?
To mitigate this risk, the Board
considers the private company
securities in the context of the
overall investment strategy and
provides guidance to the Managers
on the maximum exposure to
private company securities. The
investment policy limits the amount
which may be invested in private
company securities to 50% of
the total assets of the Company in
aggregate, measured at the time
of investment. The Managers
have a robust valuation
methodology, which is applied
consistently. In periods of market
volatility, the Managers’ Private
Company Valuations Group will
perform trigger analyses and, if
appropriate, revalue the relevant
investments. The valuations are
subject to review and challenge by
the Board every six months and
are subject to scrutiny annually by
the external Auditor.
Rating and
change
Current assessment of risk
Risk level: Moderate
Three new private companies
were purchased during the
period. This risk is seen as
stable. 2025,
private company investments
comprised 34.9% of
Investment
strategy risk
What is the risk?
Pursuit of an investment
fi
objective which the market
perceives to be unattractive or
inappropriate, or the ineffective
implementation of an attractive
or appropriate strategy, may
lead to reduced returns for
shareholders and, as a result,
a decreased demand for the
Company’s shares. This may
lead to the Company’s shares
trading at a wide discount to
their net asset value.
How is it managed?
To mitigate this risk, the Board
regularly reviews and monitors
the Company’s objective and
investment policy and strategy,
the investment portfolio and
its performance, the level of
discount/premium to net asset
value at which the shares trade,
feedback from regular shareholder
engagement and movements
in the share register and raises
any matters of concern with the
Managers.
Rating and
change
Current assessment of risk
Risk level: High
This risk is considered to
be stable as there are signs
that the market’s appetite for
growth stocks, typically held
by the Company, is recovering
following the recent period of
heightened macroeconomic
and geopolitical concerns.
Shareholder feedback
continues to indicate strong
support for the strategy.
Decreasing RiskIncreasing Risk Stable Risk
Moderate RiskHigh Risk Low Risk
Strategic report
Annual Report and Financial Statements 2025
52
Environmental
social and
governance
risk
What is the risk?
Perceived problems on
environmental, social and
governance (‘ESG’) matters
in an investee company
could lead to that company’s
shares being less attractive to
investors, adversely affecting
its share price, in addition
to potential valuation issues
arising from any direct impact
of the failure to address
the ESG weakness on the
operations or management
of the investee company
(for example a failure to
identify a pathway to Net
Zero or poor employment
practices). Repeated failure
by the Managers to identify
ESG weaknesses in investee
companies could lead to the
Company’s own shares being
less attractive to investors,
adversely affecting its own
share price.
How is it managed?
This is mitigated by the Managers’
strong ESG stewardship and
engagement policies which are
available to view on the Managers’
website, bailliegifford.com, and
which have been reviewed and
endorsed by the Company, and
which have been fully integrated
into the investment process as
and ongoing due diligence which
the Managers undertake on each
investee company. Due diligence
includes assessment of the risks
inherent in climate change as well
as ongoing positive engagement
18 to 20).
Rating and
change
Current assessment of risk
Risk level: Moderate
The Managers continue
to embed analysis of ESG
factors within the investment
process and employ strong
ESG stewardship and
engagement policies.
Discount
risk
What is the risk?
The discount/premium at
which the Company’s shares
trade relative to their net
asset value can change. The
risk of a wide discount is that
it may undermine investor
fi
shareholders selling their shares
will get less than the net asset
value of those shares.
How is it managed?
To manage this risk, the
Board monitors the level of
discount/premium at which the
shares trade and the Company
has authority to buy back its
existing shares, when deemed
by the Board to be in the best
interests of the Company and
its shareholders. The liquidity
policy is set out on page 48.
Rating and
change
Current assessment of risk
Risk level: High
The Company’s discount
narrowed during the year.
2025
the Company bought back
16,000,000 shares to be
held in treasury. The Board
continues to monitor closely
the discount and the impact
of the current liquidity policy
being applied.
Decreasing RiskIncreasing Risk Stable Risk
Moderate RiskHigh Risk Low Risk
53
Baillie Gifford US Growth Trust plc
Regulatory
risk
What is the risk?
Failure to comply with
applicable legal and regulatory
requirements such as the
tax rules for investment trust
companies, the UK Listing
Rules and the Companies Act
could lead to suspension of the
Company’s Stock Exchange
fi
fi
Company being subject to tax
on capital gains.
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
Directive with reference to inside
information.
Rating and
change
Current assessment of risk
Risk level: Low
All control procedures are
working effectively. There
have been no material
regulatory changes that
impacted the Company
during the year.
Custody and
Depositary
risk
What is the risk?
Safe custody of the Company’s
assets may be compromised
through control failures by the
Depositary, including breaches
of cyber security.
How is it managed?
To mitigate this risk, the Audit
reports from the Depositary
fi
Company’s assets held by the
Custodian. Cash and portfolio
holdings are independently
reconciled to the Custodian’s
records by the Managers who
fi
fi
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
All control procedures are
working effectively.
Decreasing RiskIncreasing Risk Stable Risk
Moderate RiskHigh Risk Low Risk
Strategic report
Annual Report and Financial Statements 2025
54
Operational
risk
What is the risk?
Failure of Baillie Gifford’s
systems or those of other
third party service providers
could lead to an inability to
provide accurate reporting
and monitoring or a
misappropriation of assets.
How is it managed?
To mitigate this risk, Baillie Gifford
has a comprehensive business
continuity plan which facilitates
continued operation of the
business in the event of a service
disruption. The Audit Committee
reviews Baillie Gifford’s Report
on Internal Controls and reports
by other key third party providers
are reviewed by Baillie Gifford
on behalf of the Board and a
summary of the key points is
reported to the Audit Committee
and any concerns investigated.
Rating and
change
Current assessment of risk
Risk level: Low
All control procedures
are working effectively.
The other key third party
service providers have not
fi
fi
affecting their respective
services to the Company.
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
fi
availability of data and systems.
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.
Rating and
change
Current assessment of risk
Risk level: Moderate
This risk is seen as moderate
but stable due to the
continuation of geopolitical
tensions. Emerging
technologies, including AI,
could potentially increase
information security risks.
operate a hybrid approach
fi
working, thereby increasing
the potential of a cyber
Leverage risk
What is the risk?
The Company may borrow
money for investment purposes.
If the investments fall in value,
any borrowings will magnify
the impact of this loss. If
borrowing facilities are not
renewed, the Company may
have to sell investments
to repay borrowings. The
Company can also make use of
derivative contracts. The use
of such contracts may have a
gearing effect so as to enhance,
or worsen, returns relative to
the amount invested in this way.
How is it managed?
To mitigate this risk, all borrowings
require the prior approval of
the Board and leverage levels
are discussed by the Board and
Managers at every meeting.
Covenant levels are monitored
regularly. The majority of the
Company’s investments are in
quoted securities that are readily
realisable. Further information
on leverage can be found on
page 124 and the Glossary of
terms and alternative performance
measures on pages 129 to 132.
Rating and
change
Current assessment of risk
Risk level: Low
This risk is considered to
be stable. During the year
decreased from 5% to 4%.
Current borrowings are well
below levels where loan
covenants may be breached.
The current revolving credit
facilities expire in July
.
Decreasing RiskIncreasing Risk Stable Risk
Moderate RiskHigh Risk Low Risk
55
Baillie Gifford US Growth Trust plc
Political and
associated
economic risk
What is the risk?
The Board is of the view that
political change in areas in
which the Company invests or
fi
consequences for the Company.
How is it managed?
Political developments are closely
monitored and considered by the
Board. The Board has particular
regard to macroeconomic and
geopolitical tensions, and
fi
Rating and
change
Current assessment of risk
Risk level: High
This risk is seen as increasing
as deteriorating geopolitical
stability increases the
prospect of further trade
fl
Emerging risk
As explained on pages 74 and 75 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 interconnectedness of global economies and the related exposure
fi
escalating geopolitical tensions, cyber security risks including developing AI and quantum computing
capabilities and new infectious diseases or similar public health threats. This is mitigated by the Managers’
close links to the investee companies and their ability to ask questions on contingency plans. The Managers
believe the impact of such events may be to slow growth rather than to invalidate the investment rationale
over the long term.
Decreasing RiskIncreasing Risk Stable Risk
Moderate RiskHigh Risk Low Risk
Strategic report
Annual Report and Financial Statements 2025
56
Viability statement
Having regard to provision 31 of the UK Corporate
Governance Code, the Directors have assessed
fi
period. The Directors continue to consider
fl
Company, and to be a period during which, in the
absence of any adverse change to the regulatory
environment and to the favourable tax treatment
afforded to UK investment trusts, they do not
fi
current principal risks facing the Company nor to
the adequacy of the mitigating controls in place.
Furthermore, the Directors do not reasonably
envisage any change in strategy or objectives
or any events that would prevent the Company
from continuing to operate over that 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 50 to
55 in particular the impact of market risk where a
fi
adversely impact the value of the Company’s
investment portfolio. The Directors have also
considered the Company’s leverage and liquidity
fl
facilities which expire in July and October 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
fi
leverage and liquidity stress testing was conducted
during the year, including consideration of the
risk of further market deterioration. The leverage
fi
scenarios where gross assets fall by 25% and 50%,
fl
adversely impact the portfolio. The liquidity stress
fi
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
fi
fi
concluded that there is a reasonable expectation
that the Company will be able to continue in
operation and meet its liabilities as they fall
fi
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
fi
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
company with no employees, the Board considers
that the Company’s key stakeholders are its
existing and potential new shareholders, its
and other 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
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.
57
Baillie Gifford US Growth Trust plc
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 is 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
fi
hand. Shareholders may also communicate with members of
the Board at any time by writing to them at the Company’s
fi
communication opportunities help inform the Board when
considering how best to promote the success of the Company
fi
Baillie Gifford –
Managers and
Secretaries
The Company’s Board has delegated the
management of the Company’s portfolio,
and the administration of the Company’s
fi
and taxation reporting requirements, to
Baillie Gifford. Baillie Gifford is therefore
responsible for the substantial activities of
the Company and has the most immediate
fl
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.
Portfolio companies As all of the Company’s operations are
conducted by third party service providers,
it is the companies held in its investment
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
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 18 to 20.
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. They also arrange 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.
Strategic report
Annual Report and Financial Statements 2025
58
Stakeholder Why we engage How we engage and what we do
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 87 to 93.
The Company’s Auditor meets with the Audit Committee
Chair and the Audit Committee, in the absence of the
Managers where deemed necessary, and the Managers
undertake to provide all information requested by the Auditor
in connection with the Company’s annual audit promptly and
to ensure that it is complete and accurate in all respects.
Depositary
and Custodian
The Depositary is responsible for the
fi
instruments, as set out in more detail on
page 66.
The Depositary provides the Audit Committee with a report
on its monitoring activities. The Board and Managers seek to
engage with the Depositary and Custodian in a collaborative
and collegiate manner, encouraging open and constructive
discussion and debate, while also ensuring that appropriate
and regular challenge is brought and evaluation conducted.
This approach aims to enhance service levels and strengthen
relationships with the Depositary and Custodian, with a view
to ensuring the interests of the Company’s shareholders are
best served by keeping cost levels proportionate and
competitive, and by maintaining the highest standards of
business conduct.
Lenders fi
or revolving credit facilities provide the
Company’s gearing as described on page 49
and have an interest in the Company’s ongoing
fi
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,
fi
that correspondence from the lenders receives a prompt
response.
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 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. 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
fl
in which it operates or utilising the planet’s
as noted above, the Company seeks to be
fl
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
fi
health and resources).
59
Baillie Gifford US Growth Trust plc
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 2025
which required the Directors to have regard to
applicable section 172 factors included:
Share buybacks
The Company bought back 16,000,000 of its own
shares into treasury at a discount to net asset
value, for subsequent reissue. The Company’s
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
fi
as well as having regard to shareholder feedback
regarding discount management.
Shareholder engagement and marketing
The Board conducted regular meetings with
shareholders during the year to seek their feedback
and understand their views. During the year the
Company hosted an Annual General Meeting
providing shareholders with the opportunity to
engage directly with the Board and the Managers.
AQ&A session was held allowing shareholders to
raise questions and receive detailed responses.
The Board encourages shareholders to attend the
2025 Annual General Meeting (see the Notice of
AGM on pages 118 to 120). The Board continues
to utilise digital platforms, including the Company
website, todisseminate timely information and
updates. Through these initiatives, the Board has
strengthened its relationship with shareholders,
ensuring their voices are heard and considered in
the Company
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 took the decision
to increase the total annual marketing budget from
£200,000 to £400,000 (see note 4 to the Financial
Statements on page 102). The cost of this marketing
strategy is borne in partnership by the Company
and the Managers with the Managers matching
the Company’s contribution. It is hoped the results
fi
outweigh the additional cost. 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 continues to assess the best way to
interact with shareholders and is considering
implementing a new feedback mechanism in order
The Board
understands how challenging it can be to reach
retail shareholders.
Board performance
In a commitment to uphold the highest standards
of corporate governance and enhance board
performance, the Board undertook an externally
facilitated Board evaluation during the year. This
was aimed at providing an objective assessment of
the Board’s effectiveness and identifying areas for
fi
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 pages 73
.
Requisitioned general meeting
During the year, the Board convened a
requisitioned general meeting in response to
a requisition from a major shareholder. This
meeting was an important opportunity for the
Board to engage directly with shareholders and
fi
meeting involves a variety of costs, which can vary
depending on the size and nature of the meeting.
Costs were a key consideration for the Board, given
the limited notice the Company received along with
the timing of the requisition over public holidays.
In order to keep costs to a minimum and limit the
impact on shareholder returns the Board elected to
review and, where considered appropriate, change
fi
amount of work themselves that would ordinarily
be provided by external parties. The total costs
incurred in connection with the general meeting
£319,000.
Financial report
Annual Report and Financial Statements 2025
60
Employees, human rights and
The Board recognises the requirement to provide
information about employees, human rights and
community issues. The Company has no employees.
are outsourced. There are, therefore, no disclosures
to be made in respect of employees, human rights
and community issues.
Board representation
2025 the Board comprises four Directors,
three male and one female. The Company has no
employees. The Board’s policy and disclosures on
diversity are set out on page 73.
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 76 and the Managers’
approach to stewardship and examples of portfolio
company engagement are set out on pages 18 to 20.
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
fi
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 9 and in
the Managers’ review on pages 10 to 14.
The Strategic report which includes pages 7 to 60
was approved by the Board on 112025.
Tom Burnet
Chair
This Governance report, which
includes pages 62 to outlines
the Board’s approach to the
governance of your Company.
We believe that good governance
builds better outcomes and we
are committed to high standards
of corporate governance and
transparency.
Governance
report
Governance report
Annual Report and Financial Statements 2025
62
Directors and
management
Tom Burnet
Chair
Appointed 2018
of CT Private Equity Trust PLC. Tom is also chair
Director of a
managing director of Serco’s Defence Services division. He started his
fi
Sue Inglis
Director
Appointed 2018
Independent Director. She has a wealth of experience from more
fi
executive roles included managing director – Corporate Finance in the
Investment Companies teams at Cantor Fitzgerald Europe (2012–2018)
fi
fi
fi
fi
focusing on the asset management and investment company sectors,
which was acquired by Canaccord Genuity in 2009. Sue is currently
,
Seraphim Space Investment Trust PLC and ProMarine AG. She is also
chair of Invesco Global Equity Income Trust PLC.
Graham Paterson
Director
Appointed 2018
fi
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
Equity Trust plc and was a member of the advisory boards to a number of
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
Artemis UK Future Leaders plc, Diaceutics PLC
and HgCapital Trust plc.
63
Baillie Gifford US Growth Trust plc
Chris van der Kuyl
Director
Appointed 2021
Scotland’s leading entrepreneurs working across the technology, media,
known for developing Minecraft for Microsoft, Sony and Nintendo games
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.
All the Directors above and on the prior page served on the Board
throughout the year. Ms RL Palmer resigned from the Board on 23 April
2025.
are independent of the Managers. All Directors are members of the
Nomination and Audit Committees.
Governance report
Annual Report and Financial Statements 2025
64
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
Gifford Asia (Hong Kong) Limited. Baillie Gifford & Co is an investment
fifi
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
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 £210.2 billion as at 6 August 2025. Based in Edinburgh, it is
fi
the UK, with partners and a staff of around 1,800.
Baillie Gifford & Co Limited and Baillie Gifford & Co are both
authorised and regulated by the Financial Conduct Authority.
Gary Robinson
Portfolio manager
Appointed 2018
Gary is a partner and US Equity Growth investment manager. Gary
joined Baillie Gifford in 2003 and spent time working in the Japanese,
UK and European Equity teams before moving to the US Equity Team
in 2008. Gary is a generalist investor but retains a special interest in
the healthcare sector, dating back to his undergraduate degree. He
graduated MBiochem in Biochemistry from Oxford University in 2003.
Kirsty Gibson
Portfolio manager
Appointed 2021
Kirsty is a partner and investment manager in the US Equity Growth
team. Kirsty joined Baillie Gifford in 2012 and began her career on the
US Equity team, moving on to spend several years in the small and large
cap global equities departments, before returning to the US Equity team.
She graduated MA (Hons) in Economics in 2011 and MSc in Carbon
Management in 2012, both from the University of Edinburgh.
Portfolio managers
65
Baillie Gifford US Growth Trust plc
Directors’
report
The Directors present their
report together with the Financial
Statements of the Company for
2025.
Corporate governance
The Corporate governance report is set out on pages
70 to 76 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
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.
fi
£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
fl
performance.
fi
Management Engagement Committee. The Board
considers the Company’s investment management
and secretarial arrangements on a continuing basis
and a formal review is conducted at least annually.
Governance report
Annual Report and Financial Statements 2025
66
The Board considers, amongst others, the following
topics in its review:
Company’s affairs;
date;
Secretaries;
;
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
transaction reporting to Baillie Gifford Overseas
Limited and Baillie Gifford Asia (Hong Kong)
Limited, on the terms agreed, is in the interests
of the Company and the shareholders as a whole
due to the strength of the investment management
team, the Managers’ commitment to the investment
trust sector, the quality of the secretarial and
administrative functions and the marketing efforts
undertaken by the Managers.
Depositary
In accordance with the Alternative Investment
Fund Managers Directive, the AIFM must appoint a
Depositary to the Company. The Bank of New York
Mellon (International) Limited has been appointed as
the Company’s Depository.
The Depositary’s responsibilities include cash
fi
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 62 and 63.
fi
General Meeting and, if appropriate, offer
Following formal external performance evaluation,
the Board concluded that the performance of the
Directors continues to be effective and each remains
committed to the Company. Their contribution to the
Board is greatly valued and the Board recommends
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
2025 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
fi
fi
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.
fi
liability insurance.
fl
fl
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
fl
authorised. Board authorisation is for a period of one
year.
fl
there were no situations which gave rise to a direct
fl
with the interests of the Company.
67
Baillie Gifford US Growth Trust plc
Share capital
Capital structure
The Company’s capital structure (excluding treasury
2025 consisted of 281,228,700
ordinary shares of 1p each (see note 12 to the
Financial Statements on page 107). At 315,
26,131,300 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
fi
subject to shareholder approval. The Company’s
objective is to produce capital growth and the policy
fi
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.
Information on the deadlines for proxy appointments
for the forthcoming AGM can be found on pages 121
and 122.
Major interests disclosed in the Company’s shares
Name
Ordinary
1p shares
held at
5
% of issue at
5
Saba Capital Management,
L.P. (indirect)
83,996,884 29.9
Brewin Dolphin Limited (indirect) 27,039,346 9.6
J.P. Morgan Securities plc
(indirect)
21,138,375 7. 5
RBC Europe Limited (indirect) 14,305,727 5.0
fi
interests in the Company’s shares intimated up to
2025.
2025
Number of
shares held
2025
%
2024
Number of
shares held
2024
%
Institutions 103,539,816 36.8 36,077,259 12.1
Intermediaries 164,210,562 58.4 218,868,169 73.6
Individuals 407,605 0.1 432,785 0.2
Marketmakers 13,070,717 4.7 41,850,487 14.1
100.0 100.0
Annual General Meeting
Issuance of shares
At the last Annual General Meeting, the Directors
were granted shareholders’ approval for a general
authority to allot shares and also an authority to
issue shares or sell shares held in treasury on a non
fi
to existing shareholders pro rata to their existing
holdings). No shares were issued during the year
(2024 – no shares were issued).
Both authorities expire at the forthcoming Annual
General Meeting and the Directors are seeking
shareholders’ approval to renew them for a further
year, as detailed below.
Resolution 10 in the Notice of Annual General
Meeting seeks a general authority in substitution to
the Company’s existing authorities for the Directors
to issue ordinary shares or C shares up to an
aggregate nominal amount of £934,762.33. This
ordinary share capital in issue (excluding treasury
2025 and meets institutional
guidelines. This authority would be in substitution
for the existing authority and will continue until the
conclusion of the Annual General Meeting to be
held in 2026 or on the expiry of 15 months from the
passing of the resolution, if earlier.
Governance report
Annual Report and Financial Statements 2025
68
Resolution 11, which is proposed as a special
resolution, seeks authority for the Directors to allot
equity securities or sell treasury shares on a non
nominal amount of £280,428.70 (representing 10%
of the issued ordinary share capital of the Company
5). This
authority would be in substitution for the existing
authority and will continue until the conclusion of
the Annual General Meeting to be held in 2026 or
on the expiry of 15 months from the passing of the
resolution, if earlier.
The Directors consider that the authorities proposed
to be granted by Resolutions 10 and 11 continue
to be advantageous when the Company’s shares
trade at a premium to net asset value and the level
of natural liquidity in the market is unable to meet
demand.
Such authorities will only be used to issue ordinary
shares or sell ordinary shares from treasury at
a premium to net asset value and only when the
Directors believe that it would be in the best
interests of the Company to do so. The Directors
believe that the ability to buyback shares at a
shares at a premium are useful tools in smoothing
supply and demand.
26,931,300 shares were held in treasury as
2025.
Market purchases of shares by the Company
At the last Annual General Meeting the Company
was granted authority to purchase up to 43,647,687
ordinary shares (equivalent to approximately 14.99%
of the ordinary shares in issue (excluding treasury
shares) as at 27 September 2024). This authority
expires at the forthcoming Annual General Meeting.
16,000,000 shares were bought back during the
year under review and 26,131,300 shares were held
20252025
2025 a further 800,000 shares were
and held in treasury.
i. to enhance net asset value for continuing
shareholders by purchasing shares at a discount
to the prevailing net asset value; and
ii. to address any imbalance between the supply of
and the demand for the Company’s shares that
results in a discount of the quoted market price to
the published net asset value per share.
The Company may hold bought back shares in
treasury and then:
i. sell such shares (or any of them) for cash (or its
equivalent under the Companies Act 2006); or
ii. cancel the shares (or any of them).
premium to net asset value per ordinary share.
Treasury shares do not receive distributions and the
Company is not entitled to exercise voting rights
attaching to them.
The Directors are seeking shareholders’ approval at
the Annual General Meeting to renew the authority
to purchase up to 42,036,262 ordinary shares in
2025, being the latest practicable date prior to
the publication of this document (or, if less, the
number representing approximately 14.99% of
the Company’s ordinary shares in issue (excluding
treasury shares) at the date of passing of the
resolution), such authority to expire at the Annual
General Meeting of the Company to be held in 2026.
In accordance with the UK Listing Rules, the
maximum price (excluding expenses) that may be
paid on the exercise of the authority must not exceed
the higher of:
i. 5% above the average closing price on the
London Stock Exchange of an ordinary share over
fi
date of purchase; and
ii. an amount equal to the higher of the price of
the last independent trade of an ordinary share
and the highest current independent bid for an
ordinary share on the trading venue where the
purchase is carried out.
The minimum price (exclusive of expenses) that
may be paid will be the nominal value of an ordinary
share. Purchases of shares will be made within
guidelines established, from time to time, by the
Board. Your attention is drawn to Resolution 12 in
the Notice of Annual General Meeting.
Recommendation
The Directors consider each resolution being
proposed at the Annual General Meeting to be in the
best interests of the Company and its shareholders
as a whole and they unanimously recommend that
all shareholders vote in favour of them, as they
intend to do where possible in respect of their own
fi
69
Baillie Gifford US Growth Trust plc
Financial instruments
fi
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.
fi
fi
exposure of the Company to risk are disclosed in
note 17 to the Financial Statements on pages
Articles of Association
The Company’s Articles of Association may only be
amended by special resolution at a general meeting
of shareholders.
Disclosure of information to Auditor
fi
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
fi
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
fi
Balance Sheet events which require adjustment
of the Financial Statements or notes thereto up to
115.
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
115
Governance report
Annual Report and Financial Statements 2025
70
Corporate
Compliance
fi
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
fi
addressed on page 77. 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
fi
fi
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.
2025 the Board comprised four Directors all of whom are
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
fi
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 62 and 63.
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
fi
report against the AIC Code, as is
the case with the Company, will
be meeting their obligations in
Governance Code (the UK ‘Code’),
which can be found at frc.org.uk.
71
Baillie Gifford US Growth Trust plc
Board of Directors
Comprises independent
non-executive directors*
Chair: Tom Burnet
Senior Independent Director:
Sue Inglis
Audit
Committee
Chair: Graham Paterson
Purpose: The primary purpose of the
Company’s Audit Committee is to provide
fi
the audit process, the Company’s system
of internal controls and compliance with
laws and regulations.
Nomination
Committee
Chair: Tom Burnet
Purpose: The main purpose of the
Nomination Committee is to oversee Board
recruitment and succession planning as
well as Board appraisals including
identifying training needs.
appointed by the Board
Ernst & Young LLP
Auditor
The Bank of
New York Mellon
(International)
Limited
Depositary and Custodian
Computershare
Investor Services
PLC
Registrar
Baillie Gifford & Co
Alternative Investment Fund
Managers and Company
Secretaries:
Baillie Gifford & Co Limited (wholly
owned subsidiary of Baillie Gifford & Co)
Dealing activity and transaction reporting:
Baillie Gifford Overseas Limited and
Baillie Gifford Asia (Hong Kong) Limited
Portfolio management:
Baillie Gifford & Co
Panmure
Liberum Limited
Company broker
Dashed arrows indicate reporting lines
*
Directors are made up of Tom Burnet, Sue Inglis, Chris van der Kuyl and Graham Paterson.
Further details on their experience and contribution to the Board can be found on pages 62 and 63.
Governance report
Annual Report and Financial Statements 2025
72
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
20252024.
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
fi
Meeting and, if appropriate, offer themselves for
The reasons why the Board supports the Directors
66.
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 Board
has begun the recruitment process for an Audit
Chair Designate, and the current intention is that the
Directors who joined the Board at the Company’s
inception will retire by the Annual General Meeting
to be held in 2027.
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
reviews 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
fi
Following formal performance evaluation the Board
considers that each Director continues to be
independent in character and judgement and their
fifi
Meetings
There is an annual cycle of Board meetings which
is designed 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. The Board considers that
fi
duties effectively. The following table shows the
attendance record for the Board and Committee
meetings held during the year, excluding ancillary
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 4 1
SP Inglis 4 4 1
GD Paterson 4 4 1
CRD van der Kuyl 4 4 1
RL Palmer* 3 4
* Ms RL Palmer resigned from the Board on 23 April 2025, prior to the
April Nomination Committee and Board Meeting being held.
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
Committee is responsible for considering Directors’
fl
recommendations to the Board on whether or not
fl
The Committee’s terms of reference are available on
request from the Company and on the Company
website: bgusgrowthtrust.com.
73
Baillie Gifford US Growth Trust plc
Board diversity
Diversity policy
Appointments to the Board are made on merit with
fi
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
fifi
Statistics (ONS) criteria.
The breakdown of gender diversity and ethnic
background on the Board is shown below.
Gender Number
% of the
Board
Senior
roles
Men 3 75% 1*
Women 1 25% 1*
4 100%
* 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)
4 100% 2*
4 100%
*
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.
2025, the Board did not comply with
the UK Listing Rule target with respect to ethnic
background and the 40% target for women. Prior to
the resignation of Ms Palmer from the Board in April
2025 the Board complied with both the UK Listing
Rule targets with respect to ethnic background and
the 40% target for women. 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
fi
fifi
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
fi
Board composition
fi
the importance of having a range of skilled and
fi
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.
In line with the AIC Corporate Governance Code
principle that ‘a successful company is led by
an effective Board, whose role is to promote the
generating value for shareholders and contributing
to wider society’ the Board continue to keep Board
succession under review. The intention of the
Board is that Director retirements will be staggered,
ensuring the experience and diversity of the Board
is maintained and effective succession planning
occurs. The Board have begun the recruitment
process for an Audit Chair Designate, and the
current intention is that the Directors who joined the
Board at the Company’s inception will retire by the
Annual General Meeting to be held in 2027.
Performance evaluation
During the year the Board appointed Lintstock,
fi
and execution of board evaluations, to facilitate
the performance evaluation of the Chair, each
Director, the Board as a whole and its Committees.
Lintstock has no other connection with the Company
or the Directors. Lintstockfi
fi
of the Company. The surveys addressed, amongst
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.
Governance report
Annual Report and Financial Statements 2025
74
Each Director and the Chair completed the surveys
and were interviewed by Lintstock at follow up
meetings. Lintstock also held meetings with
representatives from the Company’s Corporate
Broker, Panmure Liberum. Lintstock reviewed the
output from the evaluation process and judged the
Company’s Board, Committees and Directors to be
operating effectively. The results of the evaluation
were considered by the Nomination Committee.
Following this process it was concluded that the
performance of each Director, the Chair, the Board
and its Committees continues to be effective and
each Director and the Chair remains committed to
theCompany.
A review of the Chair’s and other Directors’
commitments was carried out on 24 April 2025 and
fi
fi
fi
other commitments during the year. In December
2024, when the Company was requisitioned at
short notice, the Board effectively demonstrated its
commitment and capacity to allocate substantial time
to the Company. The elevated level of shareholder
engagement during and subsequent to the requisition
fi
and effort to ensure shareholders’ interests were
protected.
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
fi
were provided during the year on industry and
regulatory matters. Directors receive other relevant
training as necessary.
Remuneration
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 81.
Audit Committee
The report of the Audit Committee is set out on
pages 77 to 79.
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.
fi
process for identifying, evaluating and managing
fi
accordance with the FRC ‘Guidance on Risk
Management, Internal Control and Related Financial
fi
fi
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
fi
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.
fi
the year they also provide a mechanism to assess
whether further action is required to manage
75
Baillie Gifford US Growth Trust plc
fi
fi
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
The Depositary’s responsibilities include cash
fi
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
fi
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
fi
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.
Going concern
In accordance with the Financial Reporting Council’s
guidance on going concern and liquidity risk, the
Directors have undertaken a rigorous review of the
Company’s ability to continue as a going concern.
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 50 to 55 and contained
in note 17 to the Financial Statements on pages 109
to 116.
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
fi
borrowings require the prior approval of the Board.
Gearing levels and compliance with borrowing
covenants are reviewed by the Board on a regular
2025, the Company had a net
current liability of £29.0 million primarily as a result
of the two US$25 million revolving credit facilities.
These facilities expire on 26 July 2026 (US$25
million) and 18 October 2026 (US$25 million)
respectively. The majority (64.1%) of total assets are
held in quoted securities which are readily realisable
and could be sold to repay borrowings; however, the
fifl
to meet obligations could be achieved by the sale of
liquid assets (monitoring of liquidity within the equity
portfolio suggests approximately 63.4% of the
equity portfolio could be realised within seven days
as at 31 May 2025). The total assets exceeded the
fi
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.
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 56, which assesses
fi
years, that the Company will continue in operational
existence for a period of at least twelve months from
the date of approval of the Financial Statements.
Governance report
Annual Report and Financial Statements 2025
76
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 is 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
fi
Liberum Limited (see contact details on page 133).
The Company’s Annual General Meeting provides a
forum for communication with all shareholders. The
level of proxies lodged for each resolution will be
announced at the Meeting and is published on the
Company website bgusgrowthtrust.com subsequent
to the meeting.
The notice period for the Annual General Meeting is
at least twenty working days.
Shareholders and potential investors may obtain
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
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
growth opportunities typically involves investment
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
2025 the carbon intensity of Baillie Gifford
US Growth Trust’s portfolio was 81.2% lower than
the Company’s benchmark (S&P 500 Index). This
analysis estimate is based on the 62% of the value
of the Company’s portfolio which reports on carbon
and Scope 1&2 Weighted Average Carbon Intensity
(WACI) by Revenue. Carbon intensity measures
fi
output and assesses the portfolio’s exposure to
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
115
77
Baillie Gifford US Growth Trust plc
The Audit Committee consists of all the independent
Directors. The 2019 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
fifi
the Committee. The members of the Committee
fi
fi
of the Committee. Mr GD Paterson, Chair of the
Committee, is a Chartered Accountant.
The Committee’s authority and duties are clearly
fi
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 twice during the year, and the
external Auditor, Ernst & Young LLP, attended both
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:
Annual and Interim Reports;
Audit
Committee report
practices and the implementation of the
Managers’ valuation policy for investments
in unlisted (private) companies;
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;
internal control environment;
engagement of the external Auditor;
Auditor and the effectiveness of the audit
process;
its own internal audit function;
and bridging
letters where appropriate received from the
Managers and other service providers including
the Custodian and the Registrar; and
fi
raise concerns about possible improprieties in
fi
Internal audit
The Committee continues to believe that the
compliance and internal controls systems and the
internal audit function in place within the Managers
fi
of internal control, which safeguards shareholders’
investment and the Company’s assets, is maintained.
fi
is therefore considered unnecessary.
Governance report
Annual Report and Financial Statements 2025
78
Financial reporting
fi
area of risk likely to impact the Financial Statements
is the existence, ownership and valuation of
investments as they represent 99.0% of total assets.
Private company (unlisted) investments
The Committee reviewed the Managers’ valuation
approach for investments in unquoted companies (as
described on pages 36, 99 and 100) and approved
the valuations of the unlisted investments as at
30 November 2024 and 31 May 2025 following a
detailed review of the valuation of each investment
and relevant challenge where appropriate.
fi
fi
fi
fi
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
2025 to external
price sources and the holdings were agreed to
fi
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
fi
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
fl
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 56 and statement on going
concern on page 75. Following this assessment,
the Committee recommended to the Board the
appropriateness of the going concern basis in
fi
the accuracy of the viability statement and
statement on going concern.
fi
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 74 and 75. No
fifi
under review.
External Auditor
fi
of the external Auditor, the Committee reviewed:
2025 which included a report from
the Auditor describing their arrangements to
manage Auditor independence and received
fi
fees paid to the external Auditor in the year
20252024.
To assess the effectiveness of the external Auditor,
the Committee reviewed and considered:
fi
Ernst & Young LLP issued by the FRC’s
Audit Quality Review team; and
challenge audit processes and deliverables.
by case basis.
fi
the external audit process the Committee
considered and reviewed:
conclusion of the audit.
79
Baillie Gifford US Growth Trust plc
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
fi
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
fi
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,
fi
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,
fi
and a challenging audit labour market.
Following the audit tender process conducted
unanimously decided to appoint Ernst & Young
LLP as Auditor with effect from the audit of the
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
fi
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
Accountability and audit
The respective responsibilities of the Directors
and the Auditor in connection with the Financial
Statements are set out on pages 84 and 85.
On behalf of the Board
Graham Paterson
Audit Committee Chair
115
Governance report
Annual Report and Financial Statements 2025
80
Directors’
remuneration report
Statement by the Chair
The Directors’ remuneration policy is subject
to shareholder approval every three years or
sooner if an alteration to the policy is proposed.
The Remuneration Policy which is set out below
was approved at the Annual General Meeting in
September 2022. No changes are proposed to the
policy and an ordinary resolution for the approval of
the Remuneration Policy will be put to the members
at the forthcoming Annual General Meeting on
2.
2025 the Directors’
remuneration was set at £31,739 per annum for
each Director other than the Chair, who received
an additional £12,038 per annum, Chair of the
Audit Committee, who received an additional
£ 7, 224 per annum, and the Senior Independent
Director who received an additional £1,641 per
annum.
was paid to the Senior Independent Director in
the period for herfi
relation to the requisitioned general meeting held in
February 2025, which assisted in keeping external
professional fees to a minimum
was agreed by the rest of the Board. The Senior
fee by acquiring additional shares in theCompany.
The Board reviewed the level of fees during the
2025,
the fee for the Chair would increasefl
to £44,915, the Directors’ fees would increase to
£32,564, the additional fee for the Chair of the
Audit Committee would increase to £7,412 and the
additional fee for the Senior Independent Director
would increase to £1,684. The fees were last
2024.
This report has been prepared in
accordance with the requirements
of the Companies Act 2006.
81
Baillie Gifford US Growth Trust plc
Directors’ remuneration policy
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
fl
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
fi
allowable expenses. There are no performance
conditions relating to Directors’ fees and there
schemes. There is no notice period and no
fi
Limits on Directors’ remuneration
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
2025 and the
2026 are set out in the table below. The fees payable
fi
will be determined following an annual review of the
Directors’ fees.
Expected
fees for the
year ending
2026
£
Fees for the
year ended
2025
£
Chair’s fee 44,915 43,777
32,564 31,739
Additional fee for
Audit Committee Chair
7,412 7,224
Additional fee for the
Senior Independent Director
1,684 1,641
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
Governance report
Annual Report and Financial Statements 2025
82
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 87 to 93.
Directors’ remuneration for the year (audited)
The Directors who served during the year received the following remuneration in the form of fees and
fi
5 4
Name
Fees
£
Taxable
fi*
£
Total
£
Fees
£
Taxable
fi*
£
Total
£
TJW Burnet (Chair) 43,777 89 43,866 42,420 – 42,420
GD Paterson (Audit Committee Chair) 38,963 89 39,052 3 7, 75 5 – 37,7 5 5
SP Inglis (Senior Independent Director) 48,380
†
89 48,469 32,345 – 32,345
CRD van der Kuyl 31,739 31,739 30,755 – 30,755
RL Palmer (resigned 23 April 2025) 31,138 5,323 36,461 30,755 4,782 35,537
193,997 5,590 174,030
*
fi
Limited, the Company’s Secretaries. These amounts have been grossed up for income tax.
†
herfi
general meeting held in February 2025 which assisted in keeping external professional fees to a minimum. The Senior Independent Director reinvested
Annual percentage change in remuneration
This represents the annual percentage change in the total remuneration paid to the Directors.
Name
% change
from 2024
to 2025
% change
from 2023
to 2024
% change
from 2022
to 2023
% change
from 2021
to 2022
% change
from 2020
to 2021
TJW Burnet 3.4 5.0 1.0 15.9 –
SP Inglis 49.9
†
4.7 1.3 24.5
#
–
GD Paterson 3.4 9.9 1.0 1 7. 2 –
CRD van der Kuyl 3.2 4.4 1.5 –
*
n/a
RL Palmer (resigned 23 April 2025) 2.6 (0.1) 11.7 –
*
n/a
*
fl
#
fi
herfi
general meeting held in February 2025 which assisted in keeping external professional fees to a minimum. The Senior Independent Director reinvested
Directors’ interests (audited)
fi
interests in the Company, were as shown below.
There have been no changes intimated in the
2025.
Name
Nature
of interest
Ordinary 1p
shares held at
5
Ordinary 1p
shares held at
4
TJW Burnet fi 126,040 126,040
SP Inglis fi 56,750 50,000
GD Paterson fi 80,000 80,000
CRD van der Kuyl fi 285,314 285,314
RL Palmer n/a n/a –
83
Baillie Gifford US Growth Trust plc
Company performance
The following graph compares, for the period from
fi
2025, the share price total return (assuming
all dividends are reinvested) to the Company’s
ordinary shareholders compared to the total
up of shares in the component parts of the
comparison purposes as it is a widely used measure
of performance for UK listed companies. Comparative
index provided for information purposes only.
Performance graph
and comparative index
*
fi
BG US Growth share price
Comparative index
*
FTSE All-Share Index
50
100
150
200
250
300
350
400
20252024202320222021202020192018
Source: LSEG/Baillie Gifford and relevant underlying index providers. See
disclaimer on page 125.
fi
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 80
to 83 was approved by the Board of Directors and
signed on its behalf on 115.
Tom Burnet
Chair
Statement of voting at Annual General Meeting
At the Annual General Meeting held on
in respect of the Directors’ remuneration policy,
99.77% were in favour, 0.20% were against
and votes withheld were 0.03%. At the Annual
General Meeting held on 272024,
of the proxy votes received in respect of the
Directors’ remuneration report, 99.64% were
in favour, 0.30% were against and votes withheld
were 0.06%.
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
2026 are set out on page 81.
The table below shows the actual expenditure during
the year in relation to Directors’ remuneration and
distributions to shareholders.
2025
£’000
2024
£’000
Change
%
Directors’
remuneration
200 179 11.7
35,504 14,550 144.0
Directors’ service details
Name
Date of
appointment
Due date for
re-election
TJW Burnet AGM in 2025
SP Inglis AGM in 2025
CRD van der Kuyl AGM in 2025
GD Paterson AGM in 2025
Governance report
Annual Report and Financial Statements 2025
84
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
fifi
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
fi
that they give a true and fair view of the state of
fi
of the Company for that period. In preparing the
Financial Statements, the Directors are required to:
apply them consistently;
are reasonable and prudent;
Accounting Standards have been followed,
subject to any material departures disclosed and
explained in the Financial Statements;
going concern, disclosing, as applicable, matters
related to going concern; and
unless they either intend to liquidate the
company or to cease operations, or have no
realistic alternative but to do so.
The Directors are responsible for keeping adequate
fi
explain the Company’s transactions and disclose
fi
position of the Company and enable them to
fi
Companies Act 2006. They are responsible for such
internal controls as they determine are necessary to
fi
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
fi
Company website. Legislation in the United Kingdom
governing the preparation and dissemination of
fi
other jurisdictions.
85
Baillie Gifford US Growth Trust plc
Responsibility statement of the Directors in
respect of the Annual Financial Report
fi
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
fi
return of the Company;
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
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
115
Financial
report
The Financial Statements for the
2025 are set out
on pages 94 to 116 and have been
prepared in accordance with FRS
102 ‘The Financial Reporting
Standard applicable in the UK and
Republic of Ireland’.
87
Baillie Gifford US Growth Trust plc
Independent
Auditor’s report
to the members of Baillie Gifford US Growth Trust plc
Opinion
fi
Gifford US Growth Trust plc for the year ended
Balance Sheet, Statement of Changes in Equity,
Cash Flow Statement, and the related notes 1 to
fi
fi
been applied in their preparation is applicable law
and United Kingdom Accounting Standards including
Kingdom Generally Accepted Accounting Practice).
fi:
give a true and fair view of the Company’s affairs
fi
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
and applicable law. Our responsibilities under those
standards are further described in the Auditor’s
fi
statements section of our report. We believe that the
fi
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
fi
the FRC’s Ethical Standard as applied to public
fi
ethical responsibilities in accordance with these
requirements.
Ethical Standard were not provided to the Company
and we remain independent of Company in
conducting the audit.
Conclusions relating to going concern
fi
concluded that the directors’ use of the going
concern basis of accounting in the preparation of the
fi
of the directors’ assessment of the Company’s ability
to continue to adopt the going concern basis of
accounting included:
fi
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 forecasts, for the period to
fi
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
fi
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.
Financial report
Annual Report and Financial Statements 2025
88
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.
Based on the work we have performed, we have
fi
events or conditions that, individually or collectively,
fi
to continue as a going concern for a period to
In relation to the Company’s ’s reporting on how they
have applied the UK Corporate Governance Code,
we have nothing material to add or draw attention to
fi
statements about whether the directors considered
it appropriate to adopt the going concern basis
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
fi
of special dividends as revenue or
capital in the Income Statement
Materiality
Overall materiality of £7.43m which
represents 1% of shareholder’s funds
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
fi
fi
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
Climate change
Stakeholders are increasingly interested in
how climate change will impact the Company.
fi
on its operations will be from how climate change
could affect the Company’s investments and overall
investment process.
in the principal and emerging risks. Our procedures
on these unaudited disclosures therefore consisted
solely of considering whether they are materially
fi
knowledge obtained in the course of the audit or
otherwise appear to be materially misstated, in line
Our audit effort in considering climate change
was focused on the adequacy of the Company’s
fi
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. We also challenged the Directors’
considerations of climate change in their assessment
of viability and associated disclosures.
89
Baillie Gifford US Growth Trust plc
Key audit matters
fi
fifi
fi
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
fi
these matters.
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 78 in the
Report of the Audit Committee and
as per the accounting policy set out
on ).
The valuation of the investment
portfolio at 31 May 2025 was
£772.75m (2024: £678.23m)
consisting of quoted investments
with an aggregate value of
£499.34m (2024: £447.04m)
and unquoted investments with
an aggregate value of £273.41m
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
fi
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
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
The valuation of unquoted
investments, and the resultant
impact on the unrealised gains/
(losses), is the area requiring the
fi
estimation in the preparation of the
fi
fi
highlighted below on page 100.
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 all 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
We reviewed the prices for all quoted investments in the portfolio
near the year end of the Company to identify any stale prices.
which there was no active market.
For the unquoted investments held as at 31 May 2025 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.
We have assessed 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.
fi
outside the expected range, we held further discussions with
Baillie Gifford and the Audit Committee. In those discussions,
assumptions where appropriate.
We recalculated the unrealised gains/losses on investments as at
We compared the Company’s investment holdings at 31 May 2025
fi
Custodian or from the investee company.
The results of
our procedures
fi
misstatement in
relation to the risk of
incorrect valuation
or ownership of the
investment portfolio.
Financial report
Annual Report and Financial Statements 2025
90
Risk Our response to the risk
Key observations
communicated to the
Audit Committee
Incomplete or inaccurate revenue
recognition, including the
fi
as revenue or capital items in the
Income Statement (per the Audit
Committee report set out on page
77 and the accounting policy set out
on page 100).
The total revenue for the year
to 31 May 2025 was £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.
When received, the Directors may
be required to exercise judgment
in determining whether income
receivable in the form of special
fi
as ‘revenue’ or ‘capital’ in the
Income Statement and has been
fi
highlighted below on page 92.
We have performed the following procedures:
We obtained an understanding of Baillie Gifford’s processes
and controls surrounding revenue recognition by performing
walkthrough procedures.
For all dividends, we recalculated the income by multiplying the
accounting records, by the dividend per share, which was agreed
to an independent data vendor. We agreed a sample to bank
statements and, where applicable, we also agreed the exchange
rates to an external source.
For all dividends accrued at the year end, we reviewed the investee
company announcements to assess whether the dividend obligation
arose prior to 31 May 2025. We agreed the dividend rate to
corresponding announcements made by the investee company,
fi
was consistent with cash received as shown on post year end
fi
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 all investments held during the year, we compared the type of
dividends paid with reference to an external data source to identify
fi
dividends in the accounting period.
The results of
our procedures
fi
misstatement in
relation to the risk
of incomplete or
inaccurate revenue
recognition.
There have been no changes to the areas of audit focus raised in the above risk table from the prior year.
Our application of materiality
We apply the concept of materiality in planning and
performing the audit, in evaluating the effect of
fi
our audit opinion.
Materiality
The magnitude of an omission or misstatement that,
individually or in the aggregate, could reasonably
fl
fi
provides a basis for determining the nature and
extent of our audit procedures.
We determined materiality for the Company to be
£7.43 million (2024: £6.44 million), which is 1%
(2024: 1%) of shareholders’ funds. We believe that
shareholders’ 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% (2024: 75%)
of our planning materiality, namely £5.57m (2024:
this percentage due to our prior years’ experience
working with the key service providers that indicates
a lower risk of misstatements, both corrected
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 £0.37m
91
Baillie Gifford US Growth Trust plc
Reporting threshold
fi
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 £0.37m (2024: £0.32m), 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
fi
statements and our auditor’s report thereon. The
directors are responsible for the other information
contained within the annual report.
fi
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
fi
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
fi
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
fi
fi
fi
the strategic report and directors’ reports have
been prepared in accordance with applicable legal
requirements.
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
fi
material misstatements in the strategic report or
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
fi
Directors’ Remuneration Report to be audited are
not in agreement with the accounting records and
returns; or
certain disclosures of directors’ remuneration
fi
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
of the Corporate Governance Statement relating to
the Company’s compliance with the provisions of the
fi
review by the UK Listing Rules.
Financial report
Annual Report and Financial Statements 2025
92
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
fi
our knowledge obtained during the audit:
Directors’ statement with regards to the
appropriateness of adopting the going concern
basis of accounting and any material uncertainties
fi75;
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 56;
Director’s statement on whether it has a
reasonable expectation that the group will be able
to continue in operation and meets its liabilities set
out on page 75;
Directors’ statement on fair, balanced and
understandable set out on ;
fi
robust assessment of the emerging and principal
risks set out on ;
The section of the annual report that describes the
review of effectiveness of risk management and
internal control systems set out on
75; and
The section describing the work of the audit
committee set out on page 77.
Responsibilities of Directors
As explained more fully in the directors’
responsibilities statement set out on pages 84 and
85, the directors are responsible for the preparation
fifi
that they give a true and fair view, and for such
internal control as the directors determine is
fi
statements that are free from material misstatement,
whether due to fraud or error.
fi
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
fi
Our objectives are to obtain reasonable assurance
fi
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
fl
fi
Explanation as to what extent the audit
was considered capable of detecting
irregularities, including fraud
compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined
above, to detect irregularities, including fraud.
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
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
fi
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.
93
Baillie Gifford US Growth Trust plc
We assessed the susceptibility of the Company’s
fi
including how fraud might occur by considering
fi
fi
incorrect valuation of the unquoted investments
and the resulting impact on unrealised gains/
fi
respect to the incomplete or inaccurate revenue
fi
special dividends as revenue or capital items in
the Income Statement. 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
with such laws and regulations. Our procedures
involved review of the reporting to the Directors
with respect to the application of the documented
fi
statements to ensure compliance with the
reporting requirements of the Company.
A further description of our responsibilities for the
fi
Financial Reporting Council’s website at 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
fi
for the year ending 31 May 2024 and subsequent
fi
The period of total uninterrupted engagement
including previous renewals and reappointments is
31 May 2025.
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
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
Financial report
Annual Report and Financial Statements 2025
94
Income
statement
fi
are prepared under guidance published by the Association of Investment Companies.
All revenue and capital items in this statement derive from continuing operations.
fl
The accompanying notes on pages 98 to 116 are an integral part of the Financial Statements.
Notes
2025
Revenue
£’000
2025
Capital
£’000
2025
Total
£’000
2024
Revenue
£’000
2024
Capital
£’000
2024
Total
£’000
Gains on investments 9 – 140,942 140,942 – 95,288
Currency gains 15 – 1,731 1,731 – 878
Income 2 716 – 716 603 – 603
Investment management fee 3 (4,264) – (4,264) (3,581) –
Other administrative expenses 4 (1,239) – (1,239) (726) – (726)
fi
and taxation
(4,7) 142,673 6 (3,704) 96,166 92,462
Finance costs of borrowings 5 (2,458) – (2,528) –
Net return before taxation (7,245) 142,673 135,42 (6,232) 96,166
Tax on ordinary activities 6 (67) – (67) (50) – (50)
Net return after taxation ( 7, 312) 142,673 135,361 96,166
Net return per ordinary share 7 (2.54p) 49.51p 46.97p (2.07p)
31.73p 29.66p
95
Baillie Gifford US Growth Trust plc
* 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 98 to 116 are an integral part of the Financial Statements.
Balance
sheet
Notes
2025
£’000
2025
£’000
2024
£’000
2024
£’000
Fixed assets
fi 9 772,747 678,234
Current assets
Debtors 10 754 605
Cash at bank 17 8,929 6,620
9,683 7,225
Creditors
Amounts falling due within one year 11 (38,640) (41,526)
Net current liabilities (28,957) (34,301)
Net assets 743,790 643,933
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 13 354,716 247,547
Revenue reserve 13 (33,768) (26,456)
Total shareholders’ funds 743,790 643,933
Net asset value per ordinary share
*
14 216.65p
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 12025.
Tom Burnet
Chair
Financial report
Annual Report and Financial Statements 2025
96
Statement of
changes in equity
The accompanying notes on pages 98 to 116 are an integral part of the Financial Statements.
5
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 3,073 354,716 (33,7) 743,790
4
Notes
Share
capital
£’000
Share
premium
account
£’000
Special
distributable
reserve
£’000
Capital
reserve
£’000
Revenue
reserve
£’000
Shareholders’
funds
£’000
2023 3,073 250,827 168,942 165,931 (20,174)
Ordinary shares bought back into treasury 13 – – – (14,550) – (14,550)
Net return after taxation – – – 96,166 (6,282)
2024 3,073 247,547 (26,456) 643,933
97
Baillie Gifford US Growth Trust plc
The accompanying notes on pages 98 to 116 are an integral part of the Financial Statements.
fl
statement
Notes
2025
£’000
2025
£’000
2024
£’000
2024
£’000
fl
Net return before taxation 135,428 89,934
fi
fl
Net gains on investments (140,942) (95,288)
Currency gains (1,731) (878)
Finance costs of borrowings 2,458 2,528
Other capital movements
Overseas withholding tax incurred (67) (50)
Changes in debtors (149) 51
Changes in creditors 140 191
Cash from operations* (4,863) (3,512)
Finance costs paid (2,510) (2,308)
fl (7,373)
fl
Acquisitions of investments (83,014) (95,852)
Disposals of investments 129,443 118,814
fl 46,429 22,962
flfi
Ordinary shares bought back into treasury and
stamp duty thereon
13 (36,285) (13,769)
Bank loans drawn down – 20,577
Bank loans repaid – (20,577)
flfi (13,769)
Increase in cash and cash equivalents 2,771 3,373
Exchange movements (462) (193)
Cash and cash equivalents at start of period 15 6,620 3,440
15 6,620
*
Cash from operations includes dividends received of £449,000 (2024 – £536,000) and interest received of £159,000 (2024 – £35,000).
Financial report
Annual Report and Financial Statements 2025
98
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 1194060. 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
2025 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
fivaluationfi
fi
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
fi
require the prior approval of the Board. Gearing levels and
compliance with borrowing covenants are reviewed by the
2025 the Company
had a net current liability of £29.0 million primarily as a
result of the two US$25 million revolving credit facilities.
These facilities expire on 26 July 2026 (US$25 million)
and 18 October 2026 (US$25 million) respectively. The
majority (64.1% as at 31 May 2025) of total assets are
held in quoted securities which are readily realisable
and could be sold to repay borrowings; however, the
fi fl
obligations could be achieved by the sale of liquid assets
(monitoring of liquidity within the equity portfolio suggests
approximately 63.4% of the equity portfolio could be
realised within sevendays as at 31 May 2025). The total
as at 31 May 2025 fiThe 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. 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 page56 which assesses the
fi
that the Company will continue in operational existence
for the period to 11 August 2026, which is a period of at
least twelve months from the date of approval of these
Financial Statements.
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,
fi
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 106fl
Company and in accordance with guidance issued by the
fi
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 as a principal risk as set out on page
52. In line with FRS 102 investments are valued at fair
value. Quoted prices for investments in active markets
fl
view of environmental, social and governance
risk. Unlisted investments, valued by reference to
fl
market participants’ view of environmental social and
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.
99
Baillie Gifford US Growth Trust plc
fi
the Company’s Balance Sheet when it becomes a party to
the contractual provisions of the instrument.
fi
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
fi
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
judgements:
(i) the determination of the functional currency of the
Company as sterling (see rationale in 1a above); and
(ii) 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 2022 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
fi
(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).
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
fi
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
fl
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).
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 111 to 114 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.
movements as appropriate.
c. Investments
fi
fi
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.
Financial report
Annual Report and Financial Statements 2025
100
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
fifi
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.
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.
fl
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,
employed to assess the valuations particularly in those
companies with established revenues. Discounted
fl
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
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
fi
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
disposal.
The Managers monitor the investment portfolio on a fair
value basis and use the fair value basis for investments
fi
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
fi
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
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.
101
Baillie Gifford US Growth Trust plc
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)
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
fi
assets are recognised only to the extent that it is more
fi
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
fi
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.
Financial report
Annual Report and Financial Statements 2025
102
02 Income
2025
£’000
2024
£’000
Income from investments
Overseas dividends 449 536
Overseas interest 108 32
557
Other income
Deposit interest 159 35
Total income 716 603
03 Investment management fee
2025
£’000
2024
£’000
Investment management fee 4,264
65fi
2025
£’000
2024
£’000
Directors’ fees (see Directors’ remuneration report page 82)
194 174
Auditor’s remuneration for audit services
†
172 158
General administrative expenses 563 198
Marketing
*
200 110
Custody fees 12 12
Depositary fees 68 58
Registrar fees 30 16
1,239 726
*
†
2025 or 2024.
2025
£’000
2024
£’000
Interest on bank loans (see note 11)
103
Baillie Gifford US Growth Trust plc
06 Tax
2025
£’000
2024
£’000
Analysis of charge in year
Overseas withholding tax 67 50
Factors affecting the tax charge for the year
The tax charge for the year is higher than the standard rate of corporation tax
in the UK of 25% (2024 – 25%). The differences are explained below:
Net return before taxation
Net return before taxation multiplied by the standard rate of corporation tax
in the UK of 25% (2024 – 25%)
33,857 22,484
Capital returns not taxable (35,668) (24,042)
Overseas dividends not taxable (112) (134)
fi 1,923 1,692
Overseas withholding tax incurred 67 50
Tax charge for the year 67 50
Factors that may affect future tax charges
No deferred tax asset has been
2025
Revenue
2025
Capital
2025
Total
2024
Revenue
2024
Capital
2024
Total
Net return after taxation (2.54p) 49.51p 46.97p (2.07p) 31.73p 29.66p
fifi
fi
fififi
fi
2025 due to the revenue loss of £2024 – revenue loss of £
Financial report
Annual Report and Financial Statements 2025
104
5
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
†
– – – –
fi 499,337 – 273,410 772,747
4
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Listed equities 447,044 – – 447,044
Unlisted ordinary shares – – 38,928
Unlisted preference shares* – – 189,986
Unlisted convertible promissory notes – – 2,276 2,276
Unlisted CVR
†
– – – –
fi 447,044 – 231,190
*
fi
† 13220252024
2024 – ) were transferred
fifi
flfi
fi
fi
Level 1
Level 2
Level 3
99 and 100
111 to 114
105
Baillie Gifford US Growth Trust plc
Listed
securities
£’000
Unlisted
securities*
£’000
2025
Total
£’000
2024
Total
£’000
Cost of investments at start of year 335,779 197,510 579,350
Investment holding gains at start of year 111,265 33,680 144,945
Value of investments at start of year 447,044 231,190
Movements in year:
Purchases at cost 70,135 12,879
Sales – proceeds received (127,460) (1,983) (129,443)
– realised gains/(losses) on sales 51,930 (179) 51,751 (23,099)
Gains on investments 57,688 31,503
Value of investments at end of year 499,337 273,410 772,747
Cost of investments at end of year
330,384 208,227
Investment holding gains at end of year 168,953 65,183 234,136 144,945
Value of investments at end of year 499,337 273,410 772,747
*
18) and £18) were suffered on purchases and sales
2025
£’000
2024
£’000
Net gains/(losses) on investments
Gains/(losses) on sales 51,751 (23,099)
Changes in investment holding gains 89,191 118,387
140,942
For more information on the performance of the portfolio please see the Managers’ review on pages 10 to 14.
Financial report
Annual Report and Financial Statements 2025
106
fi
fi
ten
pages 43 to 46fi
fi
5
Latest
fi
statements
Book
cost
£’000
Market
value
£’000
Income
recognised from
holding in the
period £’000
Turnover
£’000
Pre-tax
fi
(loss)
£’000
Net assets
attributable to
shareholders
£’000Name Business
Space
Exploration
Technologies
Rocket and
spacecraft
company
n/a 11,225 86,601 Nil Information not publicly available*
Stripe Online payment
platform
n/a 25,463 41,228 Nil Information not publicly available*
4
Latest
fi
statements
Book
cost
£’000
Market
value
£’000
Income
recognised from
holding in the
period £’000
Turnover
£’000
Pre-tax
fi
(loss)
£’000
Net assets
attributable to
shareholders
£’000Name Business
Space
Exploration
Technologies
Rocket and
spacecraft
company
n/a 11,225 51,864 Nil Information not publicly available*
Stripe Online payment
platform
n/a 25,463 32,007 Nil Information not publicly available*
Brex Corporate credit
n/a 14,536 20,666 Nil Information not publicly available*
*
fi
10 Debtors
2025
£’000
2024
£’000
Amounts falling due within one year:
Income accrued (net of withholding taxes) 535 427
Other debtors and prepayments 219 178
754 605
fifi
20252024
107
Baillie Gifford US Growth Trust plc
2025
£’000
2024
£’000
Bank loans 37,078 39,271
Investment management fee 1,060 923
Other creditors and accruals 502 560
Buyback payable – 772
41,526
fi
fi
2025% (2024
rate of fi
fi
2025%
(2024
20252024
2025
Number
2025
£’000
2024
Number
2024
£’000
Allotted, called up and fully paid ordinary shares of 1p each 281,228,700 2,812 297,228,700 2,972
Treasury shares of 1p each 26,131,300 261 10,131,300 101
307,360,000 3,073 307,360,000 3,073
20252024
20252025
2720242025
value of £ were bought back at a total cost of £2024 –
)2025
20252025 the Company bought back shares and held them
Financial report
Annual Report and Financial Statements 2025
108
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 –
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)
5 3,073 354,716 743,790
Share
capital
£’000
Share
premium
account
£’000
Special
distributable
reserve
£’000
Capital
reserve
£’000
Revenue
reserve
£’000
Shareholders’
funds
£’000
At 1 June 2023 3,073 250,827 168,942 165,931 (20,174)
Net loss on sales of investments – – – (23,099) – (23,099)
Changes in investment holding gains – – – 118,387 –
Exchange differences on bank loans – – – 1,071 – 1,071
Other exchange differences – – – (193) – (193)
Ordinary shares bought back
into treasury
– – – (14,550) – (14,550)
Revenue return after taxation – – – – (6,282)
4 3,073 247,547 (26,456) 643,933
fi2024
fi
2025 2024
2025
£’000
2024
£’000
Shareholders’ funds p 216.65p 743,790 643,933
20252024
109
Baillie Gifford US Growth Trust plc
15 Analysis of change in net debt
2024
£’000
fl
£’000
Exchange
movement
£’000
2025
£’00
Cash at bank 6,620 2,771 (462)
Loans due within one year (39,271) – 2,193 (37,07)
(32,651) 2,771 1,731 9)
80 to 83
65
fi
fi
fi
flfifl
fi20252024
fi
fi
Financial report
Annual Report and Financial Statements 2025
110
5
Investments
£’000
Cash and
deposits
£’000
Bank
loans
£’000
*
£’000
Net
exposure
£’000
US dollar 772,747 8,605 (37,078) 331 744,605
Total exposure to currency risk 772,747 (37,07) 331 744,605
Sterling – 324 – (1,139) 5)
772,747 (37,07) ) 743,790
*
1
4
Investments
£’000
Cash and
deposits
£’000
Bank
loans
£’000
*
£’000
Net
exposure
£’000
US dollar 678,234 6,237 (39,271) 171 645,371
Total exposure to currency risk 6,237 (39,271) 171 645,371
Sterling – 383 – (1,821)
6,620 (39,271) (1,650) 643,933
*
2025
and total return would have decreased by
2024
fi
fl
fi
fifi20252024
2025
Fair value
£’000
2025
Weighted
average
interest rate
2025
Weighted
average period
until maturity
2024
Fair value
£’000
2024
Weighted
average
interest rate
2024
Weighted
average period
until maturity
Cash
US dollar 8,605 1.9% n/a 6,237 2.2% n/a
Sterling 324 1.5% n/a 383 1.0% n/a
6,620
fl
fi
111
Baillie Gifford US Growth Trust plc
2025
Book value
£’000
2025
Weighted
average
interest rate
2025
Weighted
*
2024
Book value
£’000
2024
Weighted
average
interest rate
2024
Weighted
*
Bank loans
Floating rate – US$ denominated 37,078 5.8% 462 days 39,271 6.8% 826 days
3 7, 0 7 39,271
*
fl
2025 by £304
fl
43 to 46
33
were
2025
were
fl
page 99
Financial report
Annual Report and Financial Statements 2025
112
fi
fifl
As at
5
Valuation technique
fi*
Fair value of
investments
£’000
Key
unobservable
inputs
Other
unobservable
inputs
†
Range
Weighted
average
range#
Sensitivity
%
Sensitivity to changes
fi
unobservable inputs
Recent transaction
price
165,898 n/a
^
a,b n/a n/a 10
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
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
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
the fair value would
change by £228,764
and (£228,796).
Illiquidity
discount
e (10.0%) (10.0%) 10 If the illiquidity discount
the fair value would
change by £605,260
and (£449,303).
Transaction
implied
premiums and
discounts
g 130.0% 130.0% 10
adjustment is applied
to the calculated
premiums and
discounts, the fair
value would change
by £881,022 and
(£880,459).
†
fi 114 (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 114fl
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.
*
fi
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 99.
113
Baillie Gifford US Growth Trust plc
As at
Valuation technique
fi*
Fair value of
investments
£’000
Key
unobservable
inputs
Other
unobservable
inputs
†
Range
Weighted
average
range#
Sensitivity
%
Sensitivity to changes
fi
unobservable inputs
Recent transaction
price
119,699 n/a
^
a,b n/a n/a 10.0% If the recent
transaction price
10%, the fair value
would change by
£11,896,255
and (£11,593,406).
Benchmark
performance
86,637 Selection of
comparable
companies
and relevant
indices
‡
a,b,c,f (26.0%)
– 15.8%
(0.7%) 10.0% If input comparable
company performance
the fair value would
change by £7,117,989
and (£6,908,997).
Market approach
using comparable
trading multiples
24,854 EV/LTM
revenue
multiple
¶
a,b,c,d 1.6x –
8.1x
5.6x 10.0% If EV/LTM multiples
the fair value would
change by £1,878,772
and (£1,838,372).
EV/NTM
revenue
multiple
§
a,b,c,d 6.9x 6.9x 10.0% If EV/NTM multiples
the fair value would
change by £221,252
and (£221,232).
Illiquidity
discount
e (10.0%) (10.0%) 10.0% If the illiquidity
discount is changed
value would change
by £219,574 and
(£191,262).
Transaction
implied
premiums and
discounts
g (49.7%) (49.7%) 10.0%
adjustment is applied
to the calculated
premiums and
discounts, the fair
value would change
by £133,781 and
(£120,733).
†
fi 114 (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 114fl
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.
*
fi
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 99.
Financial report
Annual Report and Financial Statements 2025
114
fi
fl
fl
s
fi
fi
fi
fl
115
Baillie Gifford US Growth Trust plc
fifi% of the
2025
fi
fi
20252024
fi
fi
2025
£’000
2024
£’000
Fixed interest investments 2,250 2,276
Cash and short term deposits 8,929 6,620
Debtors and prepayments 754 605
11,933 9,501
2025 was
was fi
Financial report
Annual Report and Financial Statements 2025
116
fifi
fi
2025
Book value
£’000
2025
Fair value
£’000
2024
Book value
£’000
2024
Fair value
£’000
*
37,078 37,078 39,271 39,271
3 7, 0 7 3 7, 0 7 39,271 39,271
*
fl
18 Capital management
47 and 48
are managed are set out on pages 50 to 55
Shareholder
information
Shareholder information
Annual Report and Financial Statements 2025
118
Notice of
The Annual General Meeting of the Company
fiBaillie Gifford & Co
in Edinburgh (Calton Square, 1 Greenside Row,
Edinburgh EH1 3AN) on October
at 12.00pm.fi
The Board encourages all shareholders to vote on
the resolutions to be proposed at the Annual General
Meeting and, if their shares are not held directly, to
arrange for their nominee to vote on their behalf.
Shareholders are requested to lodge their proxy
votes in advance of the Annual General Meeting by
one of the following means:
For shareholders on the main register, either
eproxyappointment.com and
following the instructions or (ii) by completing
and signing the enclosed proxy form for use
in relation to the Annual General Meeting in
accordance with the instructions printed on
it and returning it by post, courier or hand.
by the Company’s registrar, Computershare
Investor Services PLC, as soon as possible and,
in any event, no later than 12.00pm on Tuesday,
30 September 2025.
For individual shareholders holding their shares
through investor platforms, by contacting their
platform in order to register their votes. If their
platform is one of those which does not offer
the facility to vote via its website, they will need
to contact the platform directly by phone or its
messaging system giving their instructions to
vote. Shareholders should be aware that the
deadlines for voting through platforms may be
For CREST members, by utilising the CREST
electronic proxy appointment service in
accordance with the procedures set out in the
notes to the notice of Annual General Meeting
CREST Proxy Instructions must be received by
the Company’s registrar as soon as possible and,
in any event, no later than 12.00pm on Tuesday,
30 September 2025.
For institutional shareholders, via Proxymity
(proxy appointments must be received by
Proxymity as soon as possible and, in any
event, no later than 12.00pm on Tuesday,
Should shareholders have questions for the Board or
the Managers or any queries as to how to vote, they
are welcome as always to submit them by email to
enquiries@bailliegifford.com
To accurately
fl
Board intends to hold the AGM voting on a poll, rather
than on a show of hands as has been customary.
John
Lewis
A8 Princes Street
Ge
orge Street
Calton Square
Bus
Station
Omni
Centre
Balmoral
Hotel
L
e
i
t
h
S
t
r
e
e
t
Queen Street
W
a
t
e
r
l
o
o
P
l
a
c
e
C
a
l
t
o
n
H
i
l
l
C
a
l
t
o
n
R
o
a
d
St Andrew Square
Edinburgh
Waverley
Station
Leith
Walk
A7 North Bridge
York Place
G
r
e
e
n
sid
e
R
o
w
Tram
Stop
St Andrew Square
St Andrew Square
Tram
Stop
119
Baillie Gifford US Growth Trust plc
Notice is hereby given that the seventh Annual
General Meeting of Baillie Gifford US Growth
fi
of Baillie Gifford & Co in Edinburgh (Calton
Thursday, 212.00pm for the purposes of
fi
resolutions, of which resolutions 1 to 10 will be
and 12 will be proposed as special resolutions.
Ordinary business
1. To receive and adopt the Annual Report and
Financial Statements of the Company for the
fi2025 together
with the Reports of the Directors and of the
Independent Auditor thereon.
2. To approve the Directors’ Remuneration Policy
3. To approve the Directors’ Annual Report
fi
2025.
4.
Company.
5.
Company.
6.
Company.
7.
the Company.
8.
fi
conclusion of the next Annual General Meeting
at which the Financial Statements are laid before
the Company.
9. To authorise the Directors to determine the
remuneration of the Independent Auditor
10. That, in substitution to any existing authority but
without prejudice to the exercise of any such
authority prior to the date hereof, the Directors
of the Company be and they are hereby
generally and unconditionally authorised in
accordance with section 551 of the Companies
Act 2006 (the ‘Act’) to exercise all the powers
of the Company to allot ordinary shares in the
capital of the Company, or C shares convertible
into ordinary shares, provided that such authority
shall be limited to the allotment of ordinary
shares and grant of rights in respect of ordinary
shares with an aggregate nominal value of up
to £934,762.33 (representing approximately
share capital excluding treasury shares as at
2025), such authority to expire at
the conclusion of the next Annual General
Meeting of the Company after the passing of
this resolution or on the expiry of 15 months
from the passing of this resolution, whichever is
the earlier, unless previously revoked, varied or
extended by the Company in a general meeting,
save that the Company may at any time prior
to the expiry of this authority make an offer or
enter into an agreement which would or might
require ordinary shares or C shares to be allotted
or granted after the expiry of such authority and
the Directors shall be entitled to allot or grant
ordinary shares or C shares in pursuance of such
an offer or agreement as if such authority had
not expired.
11. That, subject to the passing of resolution
10 above, and in substitution to any existing
authorities but without prejudice to the exercise
of any such authority prior to the date hereof, the
Directors of the Company be and they are hereby
generally empowered, pursuant to sections 570
and 573 of the Companies Act 2006 (the ‘Act’)
section 560(1) of the Act, and including ordinary
shares and C shares) for cash pursuant to the
Shareholder information
Annual Report and Financial Statements 2025
120
authority given by resolution 10 above and to
sell treasury shares for cash as if section 561(1)
of the Act did not apply to any such allotment or
sale, provided that this power:
(a) expires at the conclusion of the next Annual
General Meeting of the Company after the
passing of this resolution or on the expiry
of 15 months from the passing of this
resolution, whichever is the earlier, save that
the Company may, before such expiry, make
an offer or agreement which would or might
require equity securities to be allotted after
such expiry and the Directors may allot equity
securities in pursuance of any such offer or
agreement as if the power conferred hereby
had not expired; and
(b) shall be limited to the allotment of equity
securities or the sale of treasury shares up to
an aggregate nominal value of £280,428.70
(representing approximately 10% of the
nominal value of the issued share capital
excluding treasury shares of the Company as
at 6 August 2025).
12. That, in substitution for any existing authority
but without prejudice to the exercise of any such
authority prior to the date hereof, the Company
be generally and unconditionally authorised, in
accordance with section 701 of the Companies
Act 2006 (the ‘Act’) to make market purchases
(within the meaning of section 693(4) of the
Act) of fully paid ordinary shares of 1p each in
the capital of the Company (‘ordinary shares’)
(either for retention as treasury shares for future
reissue, resale or transfer or for cancellation)
provided that:
(a) the maximum aggregate number of ordinary
shares hereby authorised to be purchased
is 42,036,262, or, if less, the number
representing approximately 14.99% of the
issued ordinary share capital (excluding
treasury shares) of the Company as at the
date of the passing of this resolution;
(b) the minimum price (excluding expenses)
which may be paid for each ordinary share
shall be the nominal value of that share;
(c) the maximum price (excluding expenses)
which may be paid for any ordinary share
purchased pursuant to this authority shall not
be more than the higher of:
(i) 5% above the average closing price
on the London Stock Exchange of an
fi
days immediately preceding the day of
purchase; and
(ii) the higher of the price of the last
independent trade and the highest
current independent bid for an ordinary
share in the Company on the trading
venues where the market purchases by
the Company pursuant to the authority
conferred by this resolution 12 will be
carried out; and
(d) unless previously varied, revoked or renewed
by the Company in a general meeting, the
authority hereby conferred shall expire at
the conclusion of the next Annual General
Meeting, save that the Company may, prior to
such expiry, enter into a contract to purchase
ordinary shares under such authority which
will or might be completed or executed wholly
or partly after the expiration of such authority
and may make a purchase of ordinary shares
pursuant to any such contract or contracts.
By Order of the Board
Baillie Gifford & Co Limited
Managers and Secretaries
125
121
Baillie Gifford US Growth Trust plc
Notes
01. As a member you are entitled to appoint a proxy or
proxies to exercise all or any of your rights to attend,
speak and vote at the AGM. A proxy need not be a
member of the Company but must attend the AGM to
represent you. You may appoint more than one proxy
provided each proxy is appointed to exercise rights
attached to different shares. You can only appoint a
proxy using the procedure set out in these notes and the
notes to the proxy form. You may not use any electronic
address provided either in this notice or any related
documents (including the Financial Statements and
proxy form) to communicate with the Company for any
purpose other than those expressly stated.
02. A proxy form for use by shareholders at the meeting is
enclosed with this document. Proxies must be lodged
with the Company’s registrar, Computershare Investor
Services PLC, The Pavilions, Bridgwater Road, Bristol
BS99 6ZY or eproxyappointment.com, not less than
appointed for the meeting together with any power
of attorney or other authority (if any) under which it is
signed. Completion of the proxy form will not prevent a
shareholder from attending the meeting and voting in
person.
03. CREST members who wish to appoint a proxy or proxies
through the CREST electronic proxy appointment
service may do so by using the procedures described in
the CREST Manual and/or by logging on to the website
euroclear.com/CREST. CREST personal members
or other CREST sponsored members, and those
CREST members who have appointed a voting service
provider(s), should refer to their CREST sponsor or
voting service provider(s), who will be able to take the
appropriate action on their behalf.
04. In order for a proxy appointment or instruction made
using the CREST service to be valid, the appropriate
CREST message (a ‘CREST Proxy Instruction’) must be
properly authenticated in accordance with Euroclear
fi
contain the information required for such instruction,
as described in the CREST Manual. The message,
regardless of whether it constitutes the appointment of
a proxy or is an amendment to the instruction given to
a previously appointed proxy must, in order to be valid,
be transmitted so as to be received by the Company’s
registrar (ID 3RA50) no later than 9.00am two days
meeting or any adjournment. For this purpose, the time
of receipt will be taken to be the time (as determined by
the timestamp applied to the message by the CREST
Application Host) from which the Company’s registrar is
able to retrieve the message by enquiry to CREST in the
manner prescribed by CREST. After this time any change
of instructions to proxies appointed through CREST
should be communicated to the appointee through other
means.
05. CREST members and, where applicable, their CREST
sponsors, or voting service providers should note that
Euroclear UK & International Limited does not make
available special procedures in CREST for any particular
message. Normal system timings and limitations will,
therefore, apply in relation to the input of CREST
Proxy Instructions. It is the responsibility of the CREST
member concerned to take (or, if the CREST member is a
CREST personal member, or sponsored member, or has
appointed a voting service provider(s), to procure that
his or her CREST sponsor or voting service provider(s)
take(s)) such action as shall be necessary to ensure
that a message is transmitted by means of the CREST
system by any particular time. In this connection, CREST
members and, where applicable, their CREST sponsors
or voting system providers are referred, in particular,
to those sections of the CREST Manual concerning
practical limitations of the CREST system and timings.
06. The Company may treat as invalid a CREST
Proxy Instruction in the circumstances set out in
fi
07. The return of a completed proxy form or other instrument
of proxy will not prevent you attending the AGM and
voting in person if you wish.
fi
Securities Regulations 2001 and section 311 of the
fi
be entitled to attend and vote at the Annual General
Meeting (and for the purpose of the determination by
the Company of the votes they may cast), shareholders
must be registered in the Register of Members of the
Company no later than 9.00am two days (excluding
the AGM or any adjourned meeting. Changes to the
Register of Members after the relevant deadline shall be
disregarded in determining the rights of any person to
attend and vote at the meeting.
09. Under section 338 of the Companies Act 2006, members
fi
may, subject to certain conditions, require the Company
to circulate to members notice of a resolution which
may properly be moved and is intended to be moved at
that meeting. The conditions are that: (a) the resolution
must not, if passed, be ineffective (whether by reason
of inconsistency with any enactment or the Company’s
constitution or otherwise); (b) the resolution must not be
defamatory of any person, frivolous or vexatious; and (c)
the request: (i) may be in hard copy form or in electronic
form; (ii) must identify the resolution of which notice is to
be given by either setting out the resolution in full or, if
supporting a resolution sent by another member, clearly
identifying the resolution which is being supported; (iii)
must be authenticated by the person or persons making
it; and (iv) must be received by the Company not later
than Wednesday 20 August 2025.
10. Under section 338A of the Companies Act 2006,
fi
note 12 below may require the Company to include in the
business to be dealt with at the Annual General Meeting
a matter (other than a proposed resolution) which
may properly be included in the business (a matter of
business). The request must have been received by the
August 2025.
The conditions are that the matter of business must not
be defamatory of any person, frivolous or vexatious.
The request must identify the matter of business by
either setting it out in full or, if supporting a statement
sent by another member, clearly identify the matter of
business which is being supported. The request must be
Shareholder information
Annual Report and Financial Statements 2025
122
accompanied by a statement setting out the grounds for
the request. Members seeking to do this should write to
the Company providing their full name and address.
11. Under section 527 of the Companies Act 2006,
fi
note 12 below may require the Company to publish, on
its website, (without payment) a statement (which is also
passed to the Auditor) setting out any matter relating
to the audit of the Company’s Financial Statements,
including the Auditor’s Report and the conduct of the
audit. The request may be in hard copy or electronic
form; must identify the statement to which it relates;
must be authenticated by the person or persons making
it; and must be received by the Company at least one
week before the meeting to which it relates.
12. In order to be able to exercise the members’ rights in
notes 09 to 11, the relevant request must be made by:
(a) members representing at least 5% of the total voting
rights of all the members who have a right to vote on the
resolution to which the requests relate; or (b) at least
100 members who have a right to vote on the resolution
to which the requests relate and hold shares in the
Company on which there has been paid up an average
sum, per member, of at least £100. Such requests should
enquiries@bailliegifford.com.
13
. Information regarding the Annual General Meeting,
including information required by section 311A of the
website at bgusgrowthtrust.com.
14
. Members have the right to ask questions at the meeting
in accordance with section 319A of the Companies Act
2006
15
. Any corporation which is a member can appoint one or
more corporate representatives who may exercise on its
behalf all of its powers as a member provided that they
do not do so in relation to the same shares.
16
2025 (being the last practicable date
prior to the publication of this notice) the Company’s
issued share capital (excluding treasury shares)
consisted of 280,428,700 ordinary shares of 1p each,
carrying one vote each. Therefore, the total number of
2025 were
280,428,700 votes.
17
. Any person holding 3% or more of the total voting rights
of the Company who appoints a person other than the
Chair of the meeting as his or her proxy will need to
ensure that both he/she and his/her proxy complies
with their respective disclosure obligations under the UK
Disclosure Guidance and Transparency Rules.
18
19. Takeover Code requirements (resolution 12)
Under Rule 9 of the City Code on Takeovers and Mergers
(the ‘Code’) when:
i. a person acquires an interest in shares which (taken
together with shares in which they and persons
fi
are interested) carry 30 per cent. or more of the
voting rights of a company subject to the Code; or
ii any person who, together with persons acting in
concert with them, is interested in shares which in
aggregate carry not less than 30 per cent. of the
voting rights of a company subject to the Code, but
does not hold shares carrying more than 50 per
cent. of the voting rights of the company, and such
person, or any persons acting in concert with them,
acquires an interest in any shares which increase
the percentage of shares carrying voting rights in
which they are interested, that person together with
the persons acting in concert with them, is normally
required to extend offers in cash, at the highest price
paid by them (or any persons acting in concert with
them) for shares in the company within the preceding
12 months, to the holders of any class of equity share
holders of any other class of transferable securities
carrying voting rights.
Rule 37 of the Code states that when a company
redeems or purchases its own voting shares, any
resulting increase in the percentage of shares
carrying voting rights in which a person or group
of persons acting in concert is interested will
be treated as an acquisition for the purposes of
Rule 9. However, Note 1 of Rule 37.1 states that
a person who comes to exceed the limits in Rule
9.1 in consequence of a company’s redemption or
purchase of its own shares will not normally incur
an obligation to make a mandatory offer unless that
person is a director, or the relationship of the person
with any one or more of the directors is such that the
person is, or is presumed to be, acting in concert with
any of the directors. Aperson who has appointed
a representative to the board of the company, and
investment managers of investment trusts, will be
treated for these purposes as a director.
As at 31 May 2025, Saba Capital Management, L.P.
(‘Saba’) indirectly held 29.9 per cent. of the voting
authority were to be used in full, the repurchase
of ordinary shares could result in Saba indirectly
holding 35.2 per cent.
of the Company (assuming that the relevant Saba
shareholding entities did not sell any ordinary shares
in connection with theexercise).
The Panel on Takeovers and Mergers (the ‘Panel’)
must be consulted in advance in any case where
Rule 9 of the Code might be relevant. The Company
has consulted with the Panel in relation to the
fiparte basis to the Company
that, provided that Saba is not acting in concert
with the Company or any of its directors and has
not appointed a representative to the board of the
Company (such that they should be treated as
their holdings of shares in the Company as a result
1 of
Rule 37.1 of the Takeover Code), the Panel will not
require Saba, nor any person presumed to be acting
in concert with it, to make a mandatory offer under
Rule 9 of the Code on the grounds that its or their
interest in the ordinary share capital of the Company
has increased as a result only of the purchase by the
Company of its own shares pursuant to the authority
conferred by resolution 12.
123
Baillie Gifford US Growth Trust plc
Further shareholder
information
Baillie Gifford US Growth Trust plc
trust. Investment trusts offer investors
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professional managers; and
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realised within their portfolios, although
investors are still liable for capital gains tax on
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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
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
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also available on the Baillie Gifford website and are
updated monthly. These are available from Baillie
Gifford on request.
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ISIN GB00BDFGHW41
Sedol BDFGHW4
Ticker USA
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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
functionality (available 24 hours a day, 7 days a
week) which allows you to:
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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:
market price of your shares;
shareholding;
To take advantage of this service, please log in
at investorcentre.co.uk and enter your Shareholder
Reference Number and Company Code (this
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Electronic proxy voting
If you hold stock in your own name you can choose
to vote by returning proxies electronically at
eproxyappointment.com.
Shareholder information
Annual Report and Financial Statements 2025
124
If you have any questions about this service please
contact Computershare on 0370 707 1711.
CREST proxy voting
If you are a user of the CREST system (including
transmitted. For further information please refer
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 1322025 are
shown below:
Gross
method
Commitment
method
Maximum limit 2.50:1 2.00:1
Actual 1.05:1 1.05:1
Automatic exchange of information
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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
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and corporate entities.
Shareholders, excluding those whose shares are
held in CREST, who come on to the share register
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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
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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 bgusgrowthtrust.com.
125
Baillie Gifford US Growth Trust plc
No third party data provider (‘Provider’) makes any
warranty, express or implied, as to the accuracy,
completeness or timeliness of the data contained
herewith nor as to the results to be obtained by
recipients of the data.
No Provider shall in any way be liable to any recipient
of the data for any inaccuracies, errors or omissions
in the index data included in this document,
regardless of cause, or for any damages (whether
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
fi, and has been licensed for use by
Baillie Gifford & Co. and S&P500® is a registered
trademark of S&P Globalfi (‘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
Gifford & Co. Baillie Gifford & Co Product(s) are not
sponsored, endorsed, sold or promoted by SPDJI,
fi
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,
FTSE Index data
London Stock Exchange Group plc and its group
undertakings (collectively, the ‘LSE Group’). ©
LSE Group 2025. 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
data vest in the relevant LSE Group company which
owns the index or the data. Neither LSE Group
nor its licensors accept any liability for any errors
or omissions in the indexes or data and no party
may rely on any indexes or data contained in this
communication. No further distribution of data from
the LSE Group is permitted without the relevant LSE
Group company’s express written consent. The LSE
Group does not promote, sponsor or endorse the
content of this communication.
Third party
data provider
disclaimer
Shareholder information
Annual Report and Financial Statements 2025
126
The EU Sustainable Finance Disclosure Regulation
(‘SFDR’) does not have a direct impact in the UK
products marketed in the EU. As Baillie Gifford
Baillie Gifford & Co Limited, via the National Private
Placement Regime (‘NPPR’) the following disclosures
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.
Baillie Gifford & Co believes that a company
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its approach to business is fundamentally out of
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‘sustainability’ as a deliberately broad concept which
encapsulates a company’s purpose, values, business
model, culture and operating practices.
Baillie Gifford & Co’s approach to investment is
based on identifying and holding high quality growth
businesses that enjoy sustainable competitive
advantages in their marketplace. To do this it
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undertaking proprietary research to build up an
includes the consideration of sustainability factors
(environmental, social and/or governance matters)
which it believes will positively or negatively
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The likely impact on the return of the portfolio
from a potential or actual material decline in the
value of investment due to the occurrence of an
environmental, social or governance event or
condition will vary and will depend on several factors
including but not limited to the type, extent,
Sustainable Finance
Disclosure Regulation
complexity and duration of an event or condition,
prevailing market conditions and existence of any
mitigating factors.
Whilst consideration is given to sustainability
matters, there are no restrictions on the investment
universe of the Company, unless otherwise stated
within in its investment objective & policy. Baillie
Gifford & Co can invest in any companies it believes
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investors. However, this might result in investments
being made in companies that ultimately cause a
negative outcome for the environment or society.
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
bailliegifford.com and by scanning the QR
The underlying investments do not take into account
the EU criteria for environmentally sustainable
economic activities established under the EU
Taxonomy Regulation.
127
Baillie Gifford US Growth Trust plc
Communicating
Trust magazine Baillie Gifford US Growth web page at bgusgrowthtrust.com
Trust magazine
Trust is the Baillie Gifford investment trust magazine
which is published twice a year. It provides an insight
to Baillie Gifford’s investment approach by including
interviews with Baillie Gifford’s fund managers, as
well as containing investment trust news, investment
features and articles about the trusts managed by
Baillie Gifford, including Baillie Gifford US Growth.
Trust 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.
Baillie Gifford US Growth on the web
at bgusgrowthtrust.comfi
Baillie Gifford US Growth, including recent portfolio
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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
Calton Square
1 Greenside Row
Edinburgh EH1 3AN
Please note that Baillie Gifford is not permitted
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please ask an authorised intermediary.
Shareholder information
Annual Report and Financial Statements 2025
128
The Next Chapter
Baillie Gifford trusts showcase
private market focus and AI
optimism at the annual investment
conference.
Why ants, scaffolding and long
jumps matter to growth investors
by Kirsty Gibson
Exploring the role of culture in
successful organisations, and
the common characteristics
underpinning them.
US perspectives: AI evolves again
by Patrick Stapleton
Explore how the rapid market shift
in AI and computer processing is
transforming industries.
129
Baillie Gifford US Growth Trust plc
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investment trust industry and serve to improve comparability between investment trusts.
Total assets
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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
fi
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 116.
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 116.
Net asset value (reconciliation of NAV at book value to NAV at fair value)
2025 2024
Net asset value per ordinary share (borrowings at book value) 264.48p 216.65p
Shareholders’ funds (borrowings at book value) £743,790,000 £643,933,000
Add: book value of borrowings £37,078,000 £39,271,000
Less: fair value of borrowings (£37,078,000) (£39,271,000)
Net asset value (borrowings at fair value) £743,790,000 £643,933,000
Number of shares in issue
Net asset value per ordinary share (borrowings at fair value) 216.65p
Net liquid assets
Net liquid assets comprise current assets less current liabilities (excluding borrowings).
Glossary of terms and alternative
Shareholder information
Annual Report and Financial Statements 2025
130
Discount/premium (APM)
As stock markets and share prices vary, an investment trust’s share price is rarely the same as its NAV.
When the share price is lower than the NAV per share it is said to be trading at a discount. The size of the
discount is calculated by subtracting the NAV per share from the share price and is usually expressed as a
percentage of the NAV per share. If the share price is higher than the NAV per share, it is said to be trading
at a premium.
2025 2024
Net asset value per ordinary share
(after deducting borrowings at fair value)
a 264.48p 216.65p
Share price b 239.50p 192.40p
Discount (borrowings at fair value)
(b-a) ÷ a 9.4% 11.2%
2025 2024
Net asset value per ordinary share
(after deducting borrowings at book value)
a 264.48p 216.65p
Share price
b
239.50p
192.40p
Discount (borrowings at book value)
(b-a) ÷ a 9.4% 11.2%
Total return (APM)
The total return is the return to shareholders after reinvesting any dividend on the date that the share price
NAV per share are the same as the percentage movements in the share price and NAV per share as detailed
on page.
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).
2025
£’000
2024
£’000
Investment management fee 4,264 3,581
Other administrative expenses 1,239 726
* (319) –
Total recurring expenses a 4,307
Average net asset value b 719,622 616,958
Ongoing charges (a ÷ b expressed as a percentage) 0.72% 0.70%
*
general meeting held on 3 February 2025.
131
Baillie Gifford US Growth Trust plc
Turnover (APM)
Annual turnover is a measure of portfolio change or trading activity in a portfolio. Turnover is calculated
as the minimum of purchases and sales in a month, divided by the average market value of the portfolio,
summed to get rolling 12 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.
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.
2025
£’000
2024
£’000
Borrowings (at book cost) 37,078 39,271
Less: cash and cash equivalents (8,929) (6,620)
Adjusted borrowings (a) 28,149 32,651
Shareholders’ funds (b) 743,790 643,933
Gearing: (a) as a percentage of (b) 4% 5%
Gross gearing is the Company’s borrowings expressed as a percentage of shareholders’ funds.
2025
£’000
2024
£’000
Borrowings (at book cost) (a) 37,078 39,271
Shareholders’ funds (b) 743,790 643,933
Gross gearing: (a) as a percentage of (b) 5% 6%
Shareholder information
Annual Report and Financial Statements 2025
132
Leverage (APM)
For the purposes of the Alternative Investment Fund Managers Regulations, leverage is any method
which increases the Company’s exposure, including the borrowing of cash and the use of derivatives. It is
expressed as a ratio between the Company’s exposure and its net asset value and can be calculated on a
gross and a commitment method. Under the gross method, exposure represents the sum of the Company’s
positions after the deduction of sterling cash balances, without taking into account any hedging and netting
arrangements. Under the commitment method, exposure is calculated without the deduction of sterling cash
balances and after certain hedging and netting positions are offset against each other.
Active share (APM)
Active share, a measure of how actively a portfolio is managed, is the percentage of the portfolio that
differs from its comparative index. It is calculated by deducting from 100 the percentage of the portfolio
that overlaps with the comparative index. An active share of 100 indicates no overlap with the index and an
active share of zero indicates a portfolio that tracks the index.
Treasury shares
The Company has the authority to make market purchases of its ordinary shares for retention as treasury
shares for future reissue, resale, transfer or cancellation. Treasury shares do not receive distributions and
the Company is not entitled to exercise the voting rights attaching to them.
Private (unlisted) company
An unlisted or private company means a company whose shares are not available to the general public for
trading and are not listed on a stock exchange.
Contingent value rights
‘CVR’ after an instrument name indicates a security, usually arising from a corporate action such as a
takeover or merger, which represents a right to receive potential future value, should the continuing
company achieve certain milestones. The Abiomed CVR arose on Johnson & Johnson’s takeover of
Abiomed. The milestones relate to the performance of the technologies acquired through the takeover.
fl
133
Baillie Gifford US Growth Trust plc
Company
information
Depositary
The Bank of New York Mellon
(International) Limited
160 Victoria Street
London
EC4V 4LA
Independent Auditor
Ernst & Young LLP
25 Churchill Place
Canary Wharf
London
EH14 5EY
Company broker
Panmure Liberum Limited
25 Ropemaker Street
London
EC2Y 9LY
Directors
Chair: TJW Burnet
SP Inglis
CRD van der Kuyl
GD Paterson
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Baillie Gifford & Co Limited
3 St Helen’s Place
London
EC3A 6AB
Company details
bgusgrowthtrust.com
Company Registration No. 11194060
ISIN: GB00BDFGHW41
Sedol: BDFGHW4
Ticker: USA
fi
213800UM1OUWXZPKE539
Registrar
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol
BS99 6ZZ
T: +44 (0)370 707 1711
Alternative Investment Fund
Managers and Secretaries
Baillie Gifford & Co Limited
Calton Square
1 Greenside Row
Edinburgh
EH1 3AN
T: +44 (0)131 275 2000
bailliegifford.com
Further information
Baillie Gifford Client Relations Team
Calton Square
1 Greenside Row
Edinburgh
EH1 3AN
T: +44 (0)800 917 2113
enquiries@bailliegifford.com
Calton Square, 1 Greenside Row, Edinburgh EH1 3AN
Telephone +44 (0)131 275 2000
bgusgrowthtrust.com