NB Private Equity Partners
Investing in private
companies to generate
long-term growth
Annual Report 2025
Strategic report
Overview
01
Business model
03
Chairman’s statement
10
Market Overview
14
KPIs
18
Manager’s review
20
Top 20 companies
30
Responsible investment
32
People & culture
34
Stakeholder engagement
37
Risk management
40
Principal risks and uncertainties
43
Going concern and viability statements
45
Governance
Governance overview
48
The Board
49
Corporate governance
51
Directors’ report
59
Investment objective and policy
62
Remuneration report
63
Report of the Audit Committee
66
Statement of Compliance with the AIC Code
of Corporate Governance
70
Statement of Directors’ responsibilities
72
Financials
Independent Auditor’s report
74
Consolidated financial statements
79
Notes to consolidated financial statements
85
Other
AIFMD Disclosures
102
Schedule of investments
104
Appendix
107
Glossary
112
Directors, Advisers and contact 
information
114
Useful information
115
How to Invest
117
Endnotes
118
By leveraging Neuberger’s extensive co-investment capabilities
through NB Alternatives Advisers, LLC, the Investment Manager,
NBPE is able to construct a high-quality, diversified portfolio of
privately owned companies, investing alongside world-class private
equity managers.
NB Private Equity Partners
Limited (“NBPE”) is the only
London-listed investment
company focused solely on
private equity co-investments
01
Overview
03
Business model
10
Chairman’s
statement
20
Manager’s review
30
Top 20 Companies
48
Governance Overview
NBPE Overview
In 2025, NBPE’s private company investments grew in value by
3.9%
in constant currencies. Positive foreign exchange movements
provided a tailwind to performance together with a strong pace
of buybacks over the year, further enhancing NAV per share.
The year in numbers
Performance highlights
12 months to 31 December 2025
2.8x
Multiple of Invested Capital 2025 Exits
2
$180m
Proceeds received in 2025
$0.94
Dividends per share
8.0%
Of beginning NAV,
returned
through dividends/share buybacks
5.0%
NAV Total Return
1
NAV growth
Cumulative to 31 December 2025 (% Total Return)
MSCI World Index Total Return
3
Peter Von Lehe
Managing Director, Head of Investment
Solutions and Strategy Private Markets
Member of Investment Committee
7.5%
Total Shareholder Return
1
››
See endnotes on pages 118-119
One year
Three year
Five year
5.0%
21.6%
9.0%
80.3%
46.0%
81.5%
NBPE NAV Total Return
4
1
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NB
Private Equity Partners 
Annual Report 2025
NBPE Overview
››
See endnotes on pages 118-119
Strong track
record
Portfolio
snapshot
14%
Average gross IRR on direct equity
investments (five years)
2
$1.2bn
Portfolio
9.7%
LTM EBITDA growth
(at December 2025)
6
2.8x
Multiple of Invested Capital on Exits
(Five Years)
5
9.1%
LTM revenue growth
(at December 2025)
6
3.9%
Aggregate increase in private
company valuations (ex-FX)
30%
Average uplift on realisations
(five years)
5
82%
Fair value in Top 30 companies
96%
Fair value in private investments
A portfolio of 67 companies alongside
45 private equity managers
Portfolio overview
Portfolio
Performance
Jacquelyn Wang
Managing Director, Member
of the Investment Committee
2
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Private Equity Partners 
Annual Report 2025
NBPE’s co-investment model combines the best
of direct investment with diversification across
manager, sector and company
Business model
1
2
3
Co-investment
Overview
An introduction to our co-investment
approach, the types of co-investment
opportunities we review, and why
Neuberger is the partner of choice
More about our
co-investment strategy
P04
Investment
themes
Our co-investment approach focuses
on two key themes: Businesses with low
expected cyclicality and long term
secular growth trends
Benefits of NBPE
structure and
approach
Fee efficiency and capital efficiency
are two of the key benefits of the
co-investment model
More about our
structure and approach
P09
Members of the Neuberger
Private Markets Team
Business model
Co-investment model
Investment themes
Structure and approach
3
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Private Equity Partners 
Annual Report 2025
Businesses with
low expected cyclicality
P08
Long-term
secular growth trends
P08
Leveraging Neuberger’s $155bn
Private Markets Platform
1
400+
private equity manager relationships
~1,300
co-investment opportunities
originated since 2024 –
10% selectivity rate 2024-2025
~10%
completion rate
$5bn+
in co-investment commitments in 2025
500+
Private Markets Professionals Globally
$45bn
co-investment capital
25 yrs
average experience among Neuberger
Managing Directors
$155bn
Private Markets platform
35+ yrs
serving as a capital solutions provider
for private managers
››
See endnotes on pages 118-119
Neuberger’s experienced team leverages decades
of private equity expertise and a deeply established
network of world-leading managers to provide
NBPE with privileged access to a robust pipeline
of high-quality co-investment opportunities.
Neuberger Private Markets platform
7
$45bn
Co-investments
$41bn
Primaries
$26bn
Secondaries
$25bn
Private debt
$11bn
Other direct equity & credit
$10bn
Capital solutions
Business model
Co-investment model
Investment themes
Structure and approach
NETWORK
CAPITAL
EXPERIENCE
4
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Private Equity Partners 
Annual Report 2025
Typical private equity investment
Private markets have traditionally been accessed
through pooled fund structures: a manager raises
capital, deploys it across a portfolio of companies,
and drives value through active ownership, operational
improvement, and the execution of strategic growth
initiatives. In return, investors carry a dual cost burden
— management fees of 1.5–2% annually, plus a 20%
carried interest charge on profits — paid directly to
the underlying manager.
What is a
co-investment?
Direct investments into a private company
alongside a private equity manager
Portfolio
companies
Portfolio
company
GENERAL PARTNER
Private equity fund manager
Management fee
Performance fee
PRIVATE EQUITY FUND
Partnership
GENERAL PARTNER
Private equity fund manager
PRIVATE EQUITY FUND
Partnership
DIRECT CO-INVESTMENT
1
PE Fund
Investor
Co-investor
NBPE
Co-investment
A co-investment enables investors to deploy capital
directly into a single privately owned company alongside
a lead private equity manager. The co-investor benefits
from full transparency and comprehensive due diligence
prior to committing capital, allowing for a more informed
and selective investment decision. Whilst operational
control of the underlying company remains with the lead
private equity manager, the co-investor participates as a
minority equity holder, maintaining direct exposure to
value creation. Critically, co-investments are typically
structured on a no management fee and no carried
interest basis.
Co-investments offer greater fee efficiency,
portfolio customisation, and the ability to invest
deal by deal.
Business model
Co-investment model
Investment themes
Structure and approach
5
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Private Equity Partners 
Annual Report 2025
NBPE invests in a variety of
co-investments of different
complexity across traditional,
co-underwrite, and mid-life
transactions, sourced by the
Neuberger Private Markets
platform.
The Neuberger Private Markets platform is
positioned in the private equity ecosystem
as a capital solutions provider, partnering with
best in class private equity managers. In recent
years, the liquidity-constrained environment
has led to more co-investment capital being
committed across the Neuberger Private
Markets platform toward solutions-oriented or
complex opportunities, such as co-underwrite
and mid-life co-investment transactions.
Different types
of co-investment
Co-investment
lifecycles
YEARS
0
1
2
3
4
5
6
7
LOWER
HIGHER
COMPLEXITY
INVESTMENT PERIOD
REALISATION WINDOW
INVESTOR INFLUENCE
BARRIERS TO ENTRY
LOW TO MODERATE
HIGH
LOW
HIGH
HIGH
HIGH
Broad set of General Partner (“GP”) relationships
Experienced team, strong investment process
Appropriate operational infrastructure
Broad set of GP relationships
Experienced team, strong investment process
Appropriate operational infrastructure
Large and well-resourced team
Sizeable primary investor
Trust built over time with GPs
Focused sourcing effort
Operate at high urgency
Ability to ‘write big cheques’
Broad set of GP relationships
Experienced team, strong investment process
Appropriate operational infrastructure
Large and well-resourced team
Sizeable primary investor
Trust built over time with GPs
Focused sourcing effort
Operate at high urgency
Ability to ‘write big cheques’
Ability to lead diligence
Ability to price and structure
Ability to navigate auction processes
Sizeable primary investor
Traditional
When a private equity manager invests in a
company and subsequently looks to syndicate
or offer a portion of that investment to other
investors after the transaction has been signed.
Co-underwrite
When a private equity manager partners with
a single investor or a small group of investors in
order to execute a specific transaction.
Mid-life
When a private equity manager has held an asset
for several years but requires additional capital for
strategic initiatives or to return capital to other
investors. A trusted partner like Neuberger can
provide capital and crucially the private equity
manager maintains control of the asset.
Investors can only decide on the size of the
investment they wish to participate in.
Co-investors are granted greater access to due
diligence and other aspects of the transaction.
Co-investor often proactively sources
transaction from their network of relationships,
helping set deal terms and structure.
1
Mid life
Typical hold period 2-4 years
Traditional
Typical hold period 3-5 years
Co-underwrite
Typical hold period 3-5 years
Neuberger Advantages
Business model
Co-investment model
Investment themes
Structure and approach
6
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Private Equity Partners 
Annual Report 2025
Today’s environment has led to higher amounts of mid-life
and co-underwrite opportunities, where NBPE’s unique
position enables it to act as a flexible and value-added capital
solutions provider.
Co-investment Evolution
2015
(% of NAV)
2025
(% of NAV)
TRADITIONAL
CO-UNDERWRITE/PRE-SYNDICATED
MID-LIFE
Lower complexity
Broad Syndication to Wide
Array of Limited Partners
Higher complexity
Limited Market Participants
The co-investment market has evolved
significantly in recent years, and NBPE has
been uniquely positioned to capitalise on this
shifting landscape. Tighter debt markets,
fundraising challenges across the private
equity industry, and a reduced willingness
amongst GPs to rely on post-deal syndications
have collectively driven a substantial increase
in the need for more ways of financing — and
with it, a growing demand for experienced,
well-capitalised co-investment partners.
1
Business model
Co-investment model
Investment themes
Structure and approach
Evolution of NBPE Co-Investment activity
47%
31%
of NAV in Mid-Life &
Co-Underwrite
82%
of NAV in Mid-Life &
Co-Underwrite
16%
Co-underwrite/Pre-Syndicated
Co-underwrite/Pre-Syndicated
18%
69%
Traditional
Traditional
35%
15%
Mid-Life
Mid-Life
7
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Private Equity Partners 
Annual Report 2025
NBPE’s Principal
Investment Themes
2
Long-Term Secular Growth
Companies riding structural tailwinds that
persist in the long term, through market cycles.
Low Expected Cyclicality
More defensive, durable businesses that hold
their ground when markets don’t.
2
Building a portfolio of market-leading businesses
built to last and positioned to grow across market cycles.
Business model
Co-investment model
Investment themes
Structure and approach
Business model
Co-investment model
Investment themes
Structure and approach
Benefiting from durable shifts in
customer behaviour and demand
Less susceptible to GDP swings;
resilient through economic contraction
Exploiting structural change, not
cyclical momentum
Often ‘essential services’ or quasi-
infrastructure — waste management,
insurance, mission-critical products
Sector-agnostic — the theme matters,
not the label
Downside protection embedded
in the business model, not just the
deal structure
Creates new, sustainable sources
of demand over long periods
Defensive end markets with repeat,
non-discretionary demand
8
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Private Equity Partners 
Annual Report 2025
67
45
500+
50–75+
Medium
High
Very low
<40
1
Total fees
Management fee
+
Performance fees
+
Underlying fees
Fees
99% of NBPE’s direct
investment portfolio
by fair value incurs
neither management
nor performance
fees to underlying
third-party
managers.
Over commitment level
NBPE’s deal-by-deal investment approach
means that it can be more capital efficient
and remain fully invested without taking on
over-commitment risk.
Number of private equity managers
Investing alongside numerous leading
private equity managers limits typical single
manager and strategy risk.
Portfolio company diversification
NBPE offers investors exposure to a well-
diversified portfolio of companies, with
visibility into key underlying positions.
1.5%
management fee
7.5%
performance fee
+
1.5%
management fee
15–20%
performance fee
+
0.8–1.5%
management fee
20%
performance fee
+
1.5–2.0%
underlying fees
+
NBPE
Typical single management
Typical fund of funds
Benefits of NBPE’s
structure and approach
NBPE’s co-investment approach offers the best of both worlds —
the precision of direct investment with broad diversification across managers,
sectors and company sizes, all within an efficient fee and capital structure.
Listed private equity funds
serve as a bridge between
private and public equity, and
are generally categorised into
specialist ‘single manager’
direct investors, and highly
diversified ‘fund of funds’.
3
Business model
Co-investment model
Investment themes
Structure and approach
9
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Private Equity Partners 
Annual Report 2025
At 31 December 2025, NBPE’s net asset value
was $1.2 billion ($27.94 per share), delivering a
NAV per share total return of 5.0%
1
during the
year. This performance was driven by the
private company portfolio operating
performance and realisation activity, partially
offset by a decline in the value of quoted
holdings (6% of the portfolio). Positive foreign
exchange movements provided a tailwind to
performance together with a strong pace of
buybacks over the year, further enhancing
NAV per share.
Significant capital returns via share buybacks and dividends
in 2025, enabled by realisations from co-investments, which
increased over 50% year-over-year
Resilient performance
and over $100m
returned to shareholders
in 2025
Chairman’s statement
William Maltby
Chairman
TOTAL PROCEEDS RECEIVED
$180m
in 2025
NAV TOTAL RETURN
1
5.0%
››
See endnotes on pages 118-119
10
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NB Private Equity Partners Annual Report 2025
Chairman’s statement
Resilient performance in a difficult
operating environment
Against a challenging backdrop, in part driven
by the US Administration’s shift in trade
policies and the resulting protracted
uncertainty that followed, NBPE’s private
companies delivered a 3.9% valuation increase
on a constant currency basis.
The portfolio generated last 12 months (LTM)
revenue and EBITDA growth of 9.1% and 9.7%,
respectively
6
, on a weighted average basis.
Performance was particularly strong within the
consumer, financial and industrial businesses
which benefited from organic revenue growth,
M&A and margin enhancements. NBPE’s Top
10 companies, which represented 43% of the
portfolio, continue to deliver strong double
digit operating performance, generating
weighted average LTM revenue and EBITDA
growth of 13.3% and 14.1%, respectively
6
.
Valuation multiples across the portfolio were flat
during the year at 15.3x, with net debt to EBITDA
increasing slightly from 5.3x to 5.4x.
Highest level of realisations since
2021; over 50% increase in proceeds
from co-investment portfolio in 2025
Within the broader private equity market, the
first quarter of 2025 started positively but exit
activity paused following the volatility and
uncertainty in the second quarter. Conditions
began to normalise in the latter part of the year,
and by the fourth quarter, exit activity across
the private equity sector had rebounded
meaningfully, with a clear increase in both exit
volume and value. Overall, 2025 finished as the
second highest year for exits behind 2021, with
activity across all exit routes: IPO volumes were
notably higher and sponsor-to-sponsor
transactions regained momentum, supported
by liquidity tools such as continuation vehicles
and partial sales.
NBPE’s portfolio generated total realisations of
$180 million (14% of opening value) in the year,
representing a 57% increase year-over-year for
equity co-investments. In line with broader
market trends, much of this uptick in activity
was weighted toward the second half, and
particularly the last quarter of the year. Over the
course of the year, NBPE fully exited 12
positions generating total proceeds of $95
million and received a further $54 million from
partial liquidity from an additional 4 companies.
Sales of quoted holdings and other partial
realisations generated a further $16 million. In
aggregate, NBPE’s 2025 full and partial exits
generated a 2.8x
8
multiple of capital and a 17%
8
uplift to carrying value.
Headwinds persist within the listed
private equity sector
NBPE’s share price performed well in the latter
months of 2025 and ended the year up 7.5% (in
GBP, on a total return basis). As the share price
performance improved, the discount narrowed,
with shares trading at approximately a 22%
discount at year end.
However, as we moved into 2026, this positive
performance was unwound as public markets
became concerned by AI’s potential nearer
term impact on software and certain other
types of businesses. Software has grown to be
one of the largest industry sectors in private
equity and is well represented in listed private
equity trusts, which consequently also saw a
broad sell-off. NBPE’s direct software exposure
(11% of the portfolio) is relatively modest in
comparison to many listed private equity trusts
and well below the market average. More
specifically, the Manager believes NBPE’s
software exposure is generally well positioned
for AI, both in terms of managing the risks AI
may present and capturing the opportunities
it could create.
LIQUIDITY OVER THE LAST FIVE YEARS
~$180 million of realisations through 31 December 2025
$0
$50
$100
$150
$200
$250
$300
$350
$400
$450
389
2021
2022
2023
2024
2025
120
171
179
180
Five Year Average
Annual Portfolio
Liquidity: 16% of
opening portfolio value
Equity
Income
Funds
+57%
Note: Data as of 31 December 2025. Past performance is no guarantee of future results.
Annual Portfolio Liquidity ($ in mm)
››
See endnotes on pages 118-119
11
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Chairman’s statement
More recently, heightened geopolitical
uncertainty and its potential impact on the
broader economic outlook have added further
pressure on sentiment. This has contributed to
additional weaknesses across the sector and
NBPE’s share price has not been immune to
this. At the time of writing, NBPE’s discount
stands at 31%, which the Board continues to
believe is unjustified given the quality and
resilience of the portfolio.
Increase in capital allocated to share
buybacks and new investments
In February of last year, the Board announced
an allocation of $120 million to share buybacks,
to be deployed over a three-year period. As the
pace of realisations increased in the second
half, the Board announced an acceleration of
the deployment of capital into share buybacks
together with at least $100 million allocated to
new investments, deploying capital into an
attractive investment environment.
Both initiatives are well underway. The share
price continues to undervalue the portfolio and
represents a compelling investment that, at the
current discount, is accretive. Alongside this,
we are laying the foundation for future growth,
by refreshing the portfolio, which will drive
medium to long term performance.
While the Board believes that refreshing the
portfolio is an important step to strengthening
NAV growth, as demonstrated by the robust
performance of NBPE’s 2024 vintage
investments, maintaining balance sheet
strength remains a core focus. The rate of
deployment into new investments will continue
to be balanced with the overall level of
realisations after taking into consideration
other capital needs, such as dividends and
share buybacks.
Over $100 million returned
to shareholders in 2025;
share buybacks continuing in 2026
Since the beginning of 2025 NBPE has been
actively buying back shares at increasing levels.
Over the year approximately three million
shares were repurchased, reducing NBPE’s
Class A shares in issue by 6.4% and resulting in
$0.50 per share NAV accretion in 2025. Taken
together with NBPE’s annual dividend, $102
million was returned to shareholders in 2025,
or 8% of opening NAV, of which $59 million
was returned through share buybacks and
$43 million by way of dividends.
Year to date, NBPE has maintained this
increased level of share buybacks, purchasing
a further $21 million of shares, resulting in a
further $0.12 of accretion. This, taken with the
interim dividend paid in February 2026, takes
total capital returned to shareholders since
2008 to over $565 million. The Board believes
the regular and consistent capital return
differentiates NBPE from its peers and is only
possible given the strength of NBPE’s balance
sheet and flexibility of its co-investment model.
One new investment in 2025,
with commitments to a further five
investments in 2026; well-positioned
balance sheet for new investments
NBPE closed one new co-investment in 2025, a
$10 million investment in Infra Group alongside
PAI Partners in September. Infra Group is a
European infrastructure service provider, well
positioned for growth both organically and
through M&A.
At 31 December 2025, NBPE had approximately
$92 million of cash and liquid investments and a
further $210 million of available capacity on its
credit facility, resulting in total available liquidity
of $302 million. The investment level was 100%
of NAV, leaving meaningful capacity for new
investment activity.
So far in 2026, NBPE has committed
approximately $79 million to five new
investments: a $9 million investment in
Conservice (alongside TPG), a utility
management platform for property
management companies, and $35 million
invested in Ryan, a global tax services
company, alongside Onex and Ares. These
investments were co-underwrite and mid-life
transactions respectively, underscoring the
differentiated deal flow from Neuberger’s
platform. In addition to these, $24 million was
invested in two undisclosed AI related
companies, and $11 million has been
committed to one additional investment.
Over time, the Board is seeking to increase
NBPE’s investment level to ~110% of NAV, in line
with its long-term target. After allowing for
cashflows in 2026, NBPE’s investment level is
110% at 24 April 2026.
Board succession
Trudi Clark, who has been a non-executive
director of NBPE since 2017, will retire from the
Board at this year’s AGM in June. On behalf of
the Board, I would like to thank Trudi for her
TOTAL CAPITAL RETURNED HISTORY (
$
IN MM)
Dividends
Share buybacks
$0
$40
$20
$60
$80
$100
$120
15
16
17
18
19
20
21
22
23
24
25
26
YTD
09
08
10
11
12
13
14
Total share buybacks of 144
6
3
2
10
4
20
23
24
24
26
27
28
1
5
5
59
21
27
34
44
44
43
20
44
22
Note: As of 23 April 2026, unless otherwise noted. Past performance is no guarantee of future results. Numbers may not sum
due to rounding.
››
See endnotes on pages 118-119
12
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NB Private Equity Partners Annual Report 2025
expert guidance and significant contribution
to the Board over many years.
As part of succession planning, Caroline Chan
joined the Board as a non-executive director in
September and will succeed Trudi as Chairman
of the Nomination and Remuneration
Committee and Management Engagement
Committee. Caroline brings over 30 years’
experience as a corporate lawyer, with
significant expertise in investment funds,
banking, and commercial law gained in
Guernsey, London and Hong Kong.
Change in NB Private Equity’s name to
bring it into line with other Neuberger
managed funds
Late last year, Neuberger announced that it
was rebranding and simplifying the names of
strategies that the business manages. To align
NBPE with this change we will be seeking
shareholder approval at the forthcoming
AGM to change the Company’s name to
Neuberger Private Equity Partners. Our ticker
on the London Stock Exchange will remain
unchanged.
Outlook
The Board recognises NBPE’s overall NAV
performance remains below long-term
historical averages and investor expectations.
Stronger NAV growth will underpin an
improvement in the Company’s rating and drive
sustainable growth in the share price over time
and the Board and Manager remain focused on
exploring options to drive performance and
deliver shareholder value.
With a number of high quality ‘exit ready’
companies, NBPE is well placed to benefit from
an improvement in the exit environment.
However, recent global events have created
considerable volatility, and visibility on the
timing and manner of exits is again somewhat
uncertain. The Board remains focused on
monitoring the level of portfolio realisations.
As realisations are received, the Company
intends to redeploy capital into new
investments, balanced against returns of
capital to shareholders; the two pillars of
NBPE’s capital allocation framework. With $81
million of the $120 million originally announced
returned through share buybacks, and a
dividend policy targeting an annualised yield of
greater than 3% of NAV, NBPE continues to
demonstrate a strong track record of returning
capital to shareholders whilst maintaining
balance sheet strength.
While it is very difficult to predict how the
current macro environment will develop, the
Board believes the portfolio remains well
positioned, with two key themes serving it well:
companies positioned for long-term secular
growth and businesses with low expected
cyclicality. In addition, many of NBPE’s
companies are in market-leading positions and
offer mission-critical products or services,
which position the portfolio to perform across a
range of economic environments.
Neuberger continues to generate attractive
deal flow, especially through mid-life and
co-underwrite transactions which have the
potential to drive NAV growth over the medium
to long term.
William Maltby
Chairman
24 April 2026
SUMMARY BALANCE SHEET
$
m
31 Dec 2025
(Audited)
31 Dec 2024
(Audited)
Direct equity investments
$
1,193.6
$1,269.5
Income investments
$
14.6
$24.3
Total investments
*
$
1,212.1
$1,297.6
Investment level
100%
102%
Cash and Cash Equivalents/Liquid Investments
$
91.6
$72.8
Credit facility drawn
(
$
90.0)
($90.0)
Other
(
$
4.2)
($7.0)
Net Asset Value
$
1,209.4
$1,273.3
NAV per share (
$
)
$
27.94
$27.53
NAV per share (£)
£20.77
£21.98
*
Total investments also include approximately $3.8 million of fund investments as of 31 December 2025 and
$3.8 million as of 31 December 2024
Numbers may not sum due to rounding
Chairman’s statement
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Market overview
The private equity exit environment improved
meaningfully through 2025, with global
buyout-backed exit value rising 50% year-on-
year to $1,347bn. That recovery was not
uniform: overall exit count dipped 2% to 1,570,
reflecting a market where activity was
periodically interrupted before improving into
the second half of the year. As a result, liquidity
showed signs of returning, but it remains more
selective than in prior cycles, with private equity
managers continuing to manage exits actively
across portfolios where average holding
periods are now around seven years. The scale
of pent-up supply is still significant, with an
estimated backlog of roughly 32,000 unsold
companies worth $3.8tn, and almost 40% held
for more than five years. This helps explain why
distributions (14% of NAV in 2025) remain below
long-term norms.
In this environment, managers have
increasingly used multiple exit routes—often
combining full and partial realisations—to
match the right outcome for each asset and
market window. Trade sales regained
momentum in 2025 and continued to
dominate, with strategic exits up 66% globally
(and particularly strong growth in North
America and Europe). Sponsor-to-sponsor
exits also increased (+21% globally), reinforcing
that high-quality assets are still transacting
when buyer conviction is strong. IPOs improved
(+36% globally) but remained a minor route
overall, reflecting a reopening that is still
selective and led by only the strongest
candidates. GP-led continuation vehicles grew
62% year-on-year, reflecting their growing
acceptance as a market-recognised liquidity
path, though they still represent less than 20%
of total exit value and remain a complementary
option rather than a replacement for trade
sales or sponsor exits. Alongside traditional exit
pathways, the broader secondaries market
continued to expand as a portfolio-
management and liquidity tool, with overall
GP- and LP-led secondaries transaction value
up 41% year-on-year.
Against this improving but still constrained
backdrop, NBPE had a positive year in 2025,
delivering $180m of realisations (14% of
opening portfolio value) and demonstrating the
ability to execute across available exit
channels. Co-investment exits in NBPE were up
over 50% compared to 2024. NBPE had full
exits of USI, Corona Industrial, Kyobo, SICIT,
Clearent, and Unity, which were supported by
partial realisations of Action, Tendam, Qpark,
Elevated holding periods, leading to a significant backlog of unsold
companies, and distribution levels remain below long-term averages
Market improvement in 2025,
though challenges remain
and Osaic, as well as full and partial realisations
of certain quoted holdings and income
investments. In October 2025 alone NBPE
reported $64 million of realisations from a
partial sale of Action and an undisclosed
company. October was the highest level of
realisations in a single month since 2021.
Despite what appears to be a more
constructive environment with deal pipelines
being well stocked and expectations across the
private equity community of a broader pickup in
GLOBAL PRIVATE EQUITY BACKED EXITS
(
$
IN BN)
Total Exit Value (left axis)
Total Exit Count (right axis)
785
468
548
584
472
786
728
898
649
860
1,724
813
750
896
1,347
787
$0
$400
$200
$800
$600
$1,200
$1,000
$1,600
$1,800
$1,400
$2,000
0
1,000
500
2,000
1,500
3,000
2,500
4,000
4,500
3,500
5,000
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
Source: Pitchbook, as of 2025 Q4.
Note: The data for 2025 is estimated.
exits, public market volatility continues to weigh
on private equity and particularly Listed private
equity funds. In 2026, the software versus AI
shock in February saw share prices fall across
the sector and, later in the first quarter and at
the
beginning of April, there were little signs of
recovery, as geopolitical risks from the conflict
in the Middle East remained heightened.
Source: Neuberger, Bain Global Private Equity Report 2026
-https://www.bain.com/globalassets/noindex/2026/
bain-report_global-private-equity-report-2026.pdf
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NB Private Equity Partners Annual Report 2025
Market overview
Deal making appears to be on the mend, but
investors could be well served to look through
near-term trends toward six major themes that we
think may drive private markets for years to come.
The Seismic Six
Deglobalisation
and Populism
The Liquidity
Crunch
1
4
Artificial
Intelligence
Changing
Investor Base
Economic
Uncertainty
Increased M&A and
Public Offerings of
Private Market Firms
AI-driven disruption is
everywhere both as an
opportunity and threat.
Private market firms that
embrace AI and have
sufficient in-house
resources and expertise
should be better positioned.
PE firms to generate returns
through active value creation
– investing in internal
capabilities, particularly in AI
expertise, and strategic and
operational improvements
that accelerate earnings
growth.
The mix of investors in
private markets is shifting
rapidly with the emergence
of different fund structures.
These investors prefer or
need larger platforms with
strong brand names.
Firms seek scale, retail
distribution capabilities, and
global reach. The cultural and
operational risks of these
combinations underscore the
critical importance of careful
manager and deal selection.
Fragmentation of global
economic system continues
unabated, driven by growing
influence of populist political
movements, as well as
competition and geopolitical
rivalries. Favoured industries by
PE managers and domestically
focused mid-cap businesses
could offer diversification from
these risks.
Private markets are working
through existing inventory,
elongating average holding
periods. Liquidity, although
improving, is likely to be at the
beginning of a multi-year
normalisation period.
2
5
3
6
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Market overview
Not all software is created equal
AI is unquestionably disruptive, but disruption is
rarely uniform. While we believe software
companies that provide single-function, point
solutions may be vulnerable to replacement by
a capable AI model, we feel those that offer
embedded, mission-critical platforms—
systems with deep workflow integration, strong
retention and proprietary data advantages—
may prove more resilient.
This distinction matters for investors: in our
view, a portfolio built on differentiated,
high-retention software businesses with
genuine data moats could differ meaningfully
from one weighted toward generic tools, and
should be evaluated accordingly.
Private markets are not the
public market
Public market volatility is real: it directly
influences sentiment and public comparables
used in quarterly valuation frameworks,
particularly when it continues over longer
periods, and may well affect future quarterly
valuations of private equity-owned software
companies.
However, we believe public market volatility is
not necessarily a direct read-through to private
valuations, and that company fundamentals—
including growth rates, margins, depth of
customer relationships and long-term
positioning—will in the long run also be critical
in determining company valuations. Indeed,
we find that private equity ownership can itself
be a meaningful buffer because skilled
sponsors may be able to invest through
volatility, support management teams and
reposition businesses in ways that public
market participants often cannot.
Although we can’t predict the long-term
disruption that AI may cause, we believe that
actively managed, privately owned software
businesses with a differentiated product, high
retention rates, a critical function and/or data
moat remain well positioned to grow in the
short to medium term.
In recent years AI has been seen as a potential
catalyst for software companies—a way to
reinvigorate growth rates while also expanding
margins. But public markets have recently
begun to question that thesis: even where
competitive moats exist, can software
companies realistically return to stronger
growth? And if not, how should investors think
about the terminal value of those companies?
Recent product releases from OpenAI and
Anthropic have sharpened these concerns and
continue to rattle broader investor confidence
in the sector. The questions are legitimate:
is AI weakening the moats that made software
so attractive in the first place? Are private
valuations next to fall? And what does this
mean for software equity investors and credit
investors and lenders?
Financing:
where discipline matters most
Meanwhile, the credit landscape has grown
more complex—and that’s where our
experience suggests active management can
make a meaningful difference.
In our view, businesses where AI strengthens
product differentiation and efficiency should
be able to continue to access financing on
reasonable terms, while areas where AI could
accelerate commoditization or compress
pricing may see tighter structures, lower
leverage and a higher all-in cost of capital.
One area that we feel requires particular
attention is 2021 – 2022 vintage loans and
associated equity approaching maturity.
Where growth has disappointed and leverage
has not come down as expected, we believe
that refinancing risk has risen. While pay-in-kind
(PIK) structures have helped preserve near-
term liquidity, we find these can compound
leverage over time and reduce future
refinancing flexibility if growth assumptions
don’t materialise. In this environment, rigorous
scenario analysis remains paramount.
Source: Neuberger
Why the software sell-off
doesn’t tell the whole story for
Neuberger Private Market portfolios
The rise of AI has sown doubt within public equity
markets about the software industry’s long-term viability.
What might that mean for software equity investors and
credit investors and lenders?
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NBPE SOFTWARE EXPOSURE
Software
10.6%
All other sectors
89.4%
Software Sub-
sector/End Market
Business Description
Competitive Strengths
31 December
2025
(
$
in mm)
% of Total
Security
Provides privileged access management
(PAM)/identity security software to control,
monitor, and audit high-risk access (human +
non-human identities).
Enterprises have deep security/
compliance requirements. Beyond Trust
uses AI in its products; AI also creates new
requirements/needs for PAM.
$
42.4
3.5%
Shipping
Portfolio of shipping and logistics software for
e-commerce that helps merchants manage
orders and shipping labels/rates across carriers
and channels.
Carrier and marketplace integration
difficult to replicate quickly; deep domain
knowledge, customer base and proprietary
data.
$
29.4
2.4%
Infrastructure
Messaging middleware that enables applications
and systems to share real time data across a
distributed event driven network.
Difficult to replicate infrastructure
software.
$
18.5
1.5%
Property Management
Cloud software for property management,
including leasing, maintenance, accounting, and
tenant/resident workflows.
System of record; regulatory and
compliance complexity, proprietary data.
$
16.2
1.3%
Education
K–12 educational technology focused
on assessment and literacy/learning analytics.
System of record for learning, integrated
into school IT systems, proprietary data
$
11.7
1.0%
Applications
Builds and acquires digital products and mobile
apps, operating a portfolio at large consumer scale
Brands, large user base, scale and
diversification across portfolio.
$
5.3
0.4%
Advertising
Provides programmatic advertising automation/
media management software that automates digital
campaign workflows (planning, buying, reporting).
Comprehensive, integrated system which
reduces operational complexity.
$
5.0
0.4%
Market overview
How to think about AI in underwriting
At Neuberger Private Markets, we believe in
assessing AI risk and opportunity in two
directions for every investment:
Risk lens:
Is AI changing customer
workflows in ways that erode a product’s
value? Could AI compress pricing, lower
barriers to entry or enable a competitor to
replicate core functionality?
Opportunity lens:
Is AI expanding this
company’s addressable market?
Could it improve retention, enhance
product capabilities or reinforce the
competitive moat?
In our view, this two-directional discipline—
applied consistently at the underwriting
stage—can help mitigate risk and ultimately
shape which businesses are positioned to
generate durable returns through this period
of disruption.
The bottom line
We believe ongoing AI disruption could play to
the strengths of experienced active managers
able to target privately held software
businesses that appear well-positioned to
capitalise on AI rather than be supplanted by it.
This includes companies that provide mission-
critical systems or those that have data moats
and network-based barriers to entry.
Despite recent market volatility, we believe this
environment may continue to create attractive
opportunities for experienced, rigorous
underwriters with the conviction to distinguish
the durable from the vulnerable.
Source: Neuberger
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NB Private Equity Partners Annual Report 2025
5.0%
9.0%
46.0%
One year
Three years
Five years
7.5%
16.3%
73.3%
One year
Three years
Five years
0.72
0.94
0.94
2021
2022
2023
2024
2025
0.94
0.94
Rationale
Reflects the growth in the value of the Company’s assets
less its liabilities. It includes all the components of NBPE’s
investment performance, is shown net of all costs, and
includes dividends paid.
Measures performance in the delivery of shareholder value,
after considering share price movements (capital growth)
and any dividends paid in the period.
NBPE targets an annualised dividend yield of 3.0%
of NAV.
NAV Total Return ($)
Total Shareholder Return (£)
Dividend growth over time
NAV Total Return increased by 5.0%
1
Five-year cumulative NAV Total Return of 46.0%
1
Three-year cumulative NAV Total Return of 9.0%
1
Performance driven by the 3.9% constant currency
return from NBPE’s private portfolio companies
Increase of 7.5%
1
in Share Price Total Return during 2025
Five-year cumulative Share Price Total Return of 73.3%
1
Three-year cumulative Share Price Total Return of 16.3%
1
Dividend maintained at $0.94 in 2025, a 3.4% yield
on NAV and a 4.3% yield on the share price at
31 December 2025
$403m of capital returned via dividends over
the past 10+ years through 31 December 2025
Capital appreciation through growth in NAV
over time while returning capital by paying a
semi-annual dividend
Share buybacks
Shareholder returns through long-term capital growth
and dividend
Returning capital to shareholders by paying
a semi-annual dividend
Progress
Link to
objectives
Examples
of related
factors that
we monitor
Performance and valuations of the underlying
investments
Efficiency of NBPE’s balance sheet
Ongoing charges ratio
Rate of NAV growth
Share price performance relative to wider public markets
and listed private equity peer group
Level of discount in absolute terms and relative to the
wider listed private equity peer group
Trading liquidity and demand for NBPE’s shares
Available liquidity
Proceeds received and expected during the year
Investment pipeline
NAV TOTAL RETURN CUMULATIVE,
$
TOTAL SHAREHOLDER RETURN CUMULATIVE, £
DIVIDEND GROWTH
$
PER SHARE
5.0%
2025
1
7.5%
2025
1
$
0.94
Dividends
4.3%
yield on
share price
6.8%
five-year dividend
growth CAGR
››
See endnotes on pages 118-119
Key performance indicators
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Annual Report 2025
18
Rationale
Realisations are one of the drivers of NAV growth
and a source of liquidity to make new investments
and dividend payments.
Maintain a measured investment pace based on the level
of portfolio realisations, quality of investment pipeline and
market environment.
Maintaining a robust financial position and strong asset
coverage in a range of forecast scenarios.
Maintain healthy pace of
realisations and uplift on exit
Invest selectively in new investment
opportunities over time
Prudent and efficient balance
sheet management
$180 million of realisations; 14% of opening
portfolio value
Realisations at a 17.4%
8
uplift to values three-quarters
prior to an announced exit and a 2.8x
6
multiple to cost
Five-year average annual liquidity of ~16% of the opening
portfolio value
$23 million deployed in the year, including new
investments, several follow-on opportunities in existing
portfolio companies, and support to M&A
Investing in key themes: long-term secular growth
and lower expected cyclicality
Available liquidity of $302 million ($92 million of
cash/liquid investments and $210 million of available
capacity from the Company’s credit facility)
100% investment level at 31 December 2025
Unfunded commitments are adjusted for amounts
the Manager believes are unlikely to be called. As of
31 December 2025, adjusted commitments were
$35.6 million (an adjusted commitment coverage ratio
of 847%)
Capital appreciation through growth in NAV over time
while returning capital by paying a semi-annual dividend
Capital appreciation through growth in NAV over time
through a highly selective investment approach
Long-term investment target level of ~110%
Progress
Link to
objectives
Examples
of related
factors that
we monitor
Vintage year diversification, maturity of the portfolio,
average holding periods
Uplifts to carrying value
Liquidity as a percentage of opening portfolio
Available liquidity and realisation outlook
Balance sheet strength
Market environment and pricing
Available liquidity and realisation outlook
Compliance with financial covenants of credit facility
TOTAL NEW INVESTMENT
$
MATURITY PROFILE/TOTAL LIQUIDITY
$
TOTAL PROCEEDS RECEIVED
$
$
180m
proceeds received
17.4%
2025 uplift to
carrying value
three-quarters prior
8
2.8x
original cost
8
171
179
180
2023
2024
2025
22
104
23
2023
2024
2025
302
90
Total liquidity
Credit facility
borrowings
$
23m
invested in 2025
$
1.2bn
gross assets
100%
invested
$
92m
cash/liquid investments
$
210m
undrawn credit facility
››
See endnotes on pages 118-119
Key performance indicators
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Annual Report 2025
19
NBPE’s top companies continue to drive
meaningful value for the portfolio. 2025 saw
the highest level of realisations since 2021, with
realisations from co-investments up +50%
NBPE’s private
companies continue
to drive value
Manager’s review
Peter von Lehe
Managing Director,
Head of Investment Solutions
and Strategy Private Markets,
Member of Investment Committee
20
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Annual Report 2025
Paul Daggett
Managing Director,
Member of Investment Committee
Performance Overview
During 2025, NBPE delivered a NAV total return
of 5.0%
1
. Against a challenging backdrop
shaped by the US Administration’s shift in trade
policies and the protracted uncertainty that
followed, the portfolio of private investments
appreciated by 3.9% on a constant currency
basis. For the first time in several years,
currency provided a modest tailwind because
of the weaker US Dollar which provided
additional gains in non-USD investments.
Against this, quoted holdings detracted slightly
from overall performance.
Bottom-up Portfolio
Construction
As of 31 December 2025, total private equity fair
value was $1,212 million, of which $1,137 million
(94%) was invested in 67 private companies and
$75 million (6%) in nine quoted holdings.
The portfolio is invested alongside 45 different
private equity managers providing
diversification, specialised networks and a
range of value creation strategies spanning
growth initiatives, operational improvements,
and margin optimisation. We believe these
managers have the track records and expertise
to continue generating strong returns and to
adapt to evolving market conditions —
including the threats and opportunities
presented by AI.
One of the key strengths of NBPE’s co-
investment model is the ability to build a
portfolio, investment by investment from the
bottom up. We primarily target mid-market
buyout opportunities, focused on companies
with resilient business models and the capacity
to deliver sustained earnings growth.
Our investment activity is anchored around two
core themes: businesses positioned to benefit
from long-term secular growth tailwinds, and
those demonstrating lower sensitivity to
economic cyclicality.
Long-term secular growth is characterised by
businesses that are expected to benefit from
structural change driven by evolving
technology, customer demand or other durable
trends which can sustain elevated growth rates
over extended periods. Businesses with low
expected cyclicality tend to operate in more
defensive end markets or those providing
essential services with relatively predictable
revenue and earnings progression.
Manager’s review
These themes are not sector-specific and
NBPE holds investments across industrials,
consumer, healthcare and financial services
sectors to fit both criteria. The portfolio is broadly
diversified with technology, media and telecom,
industrials/industrial technology, and consumer/
e-commerce representing the largest industry
concentrations at approximately 58% of fair
value. Many of the companies provide mission-
critical products or services that enable other
businesses to function. The portfolio is primarily
invested in North America (but with meaningful
exposure to Europe) which we believe is a deep
and attractive private equity market and an
economy that has proven resilient over the long-
term. With a bias to North America and a focus
on middle-market private companies we believe
NBPE’s portfolio is differentiated in the listed
private equity market.
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Luke Mason
Principal, Neuberger Private
Equity and Head Investor
Relations for NBPE
9.1%
LTM revenue growth rate
6
9.7%
LTM EBITDA growth rates
6
Portfolio overview*
Vintage
2016 & Earlier
7%
2017
15%
2018
13%
2019
14%
2020
12%
2021
17%
2022
7%
2023
2%
2024
11%
2025
2%
Sector
Enterprise value
Geography
Tech, Media & Telecom
19%
Consumer/E-commerce
17%
Industrials/Industrial Technology
22%
Business Service
14%
Financial Services
16%
Healthcare
9%
Other
3%
< $1bn
10%
$1bn to $5bn
50%
$5bn to $10bn
13%
$10bn to $15bn
13%
$15bn
15%
North America
77%
Europe
23%
Asia/RoW
0%
* Totals may not sum to 100% due to rounding.
››
See endnotes on pages 118-119
Strong operating
performance from larger
investments against a
challenging backdrop in 2025
NAV performance was primarily driven by
strong company operating performance,
especially from our larger investments, despite
a challenging environment. Uncertainty
persisted for much of the year driven by
bifurcated economic activity, changing policies
and unknown impacts from tariffs as well as
broader macro-risks. This led to challenging
operating environments and modest or uneven
growth in a lot of sectors within the U.S.
economy and globally. It wasn’t until the latter
parts of the year when sentiment and private
equity activity rebounded sharply. Although
these pressures softened aggregate average
earnings growth in 2025, aggregate top line
growth has remained stable and we believe the
overall portfolio has continued to deliver
resilient performance given the backdrop.
In 2025, the weighted average LTM revenue
and LTM EBITDA growth rates were 9.1% and
9.7%, respectively
6
. NBPE’s top 10 companies,
representing 43% of the portfolio, continued
to deliver strong double-digit operating
performance, generating weighted average
LTM revenue and EBITDA growth of 13.3% and
14.1%, respectively
6
. Performance was
particularly strong from industrial and financial
businesses, driven by organic revenue growth,
M&A activity and margin enhancements.
Growth was more modest, but positive,
in other sectors including tech, media and
telecom, healthcare and business services.
A small number of companies faced company-
specific headwinds such as end-market
softness, delays in new business wins and
overall sluggish demand, driven by macro-
environment challenges. This small group of
companies produced growth rates below the
broader portfolio average, which weighed on
overall aggregate growth.
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Manager’s review
Top 5 value drivers in 2025
Company
description
Performance
commentary
Inv. date
2025 Value
appreciation
(
$
in mm)
1
European discount retailer
Increase in like-for-like sale
(+4.9% YoY)
384 new store openings, 3,302 stores
across 14 countries, including entry
into Switzerland and Romania
2020
25.3
2
Distributor of mission-critical standard
and custom engineered products
Strong organic growth in a number
of end-markets as well as M&A
activity
2021
17.0
3
Provider of vehicle remarketing
services
Growth in used car volume
Liquidity and financial flexibility
through refinancing
2019
14.7
4
Provider of various wealth
management and advisory services
to individuals and businesses
throughout the US
Strong growth through 2025, both
organically and through M&A
A number of acquisitions, most
notably Cardinal Investment Advisor,
$292m in AUM
2024
10.6
5
Leading distributor of C-class parts
(e.g. fasteners, wire connectors) to the
aerospace and defence industry
Significant strides in consolidation,
M&A, and global expansion, most
notably launching FDH Hardware
Meaningful international expansion
in Europe and Asia
2024
10.5
The top five value drivers, measured in terms of US dollar appreciation, were Action, OneMonroe
(a Monroe Engineering), Constellation Automotive, Mariner Wealth Advisors, and FDH Aero.
$70.3
Cost
NAV
TVPI
Realised
$189.5
3.3x
$45.8
2024
TOP FIVE VALUE DRIVERS (COST/VALUE)
$
IN MILLIONS
$70.2
Cost
TVPI
NAV
Realised
4.1x
$211.9
$77.5
2025
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Annual Report 2025
KEY PERFORMANCE DRIVERS IN 2025
90
29
-39
-34
46
-10
34
70
0
40
20
60
80
100
120
140
Top 10
positive
All other
positive
Top 5
negative
All other
negative
Total
value
change
Ex-FX
Public
Change
FX
Total
Value
Change
Manager’s review
Valuation and leverage
multiples
As of 31 December 2025, NBPE’s portfolio had
a weighted average EV/EBITDA multiple of
15.3x
9
, which was flat compared to the 2024
weighted average multiple. This was primarily
driven by a decline in multiples among certain
companies in the tech,media & telecom and
consumer sectors, and offset by an increase in
multiples among certain companies in the
financial services, business services, and
healthcare sectors.
The net debt/EBITDA multiple was 5.4x
9
on a
weighted average basis, a small increase from
the 2024 net debt/EBITDA multiple of 5.3x. This
increase was primarily the result of additional
debt taken at certain companies to fund M&A.
Looking across NBPE’s top 30 investments by
NAV (82% of the portfolio by fair value), there
were no near term debt maturities and the
weighted average interest coverage ratio was
over 2.0x. Approximately 83% of NBPE’s fair
value (represented by the top 30 investments)
was invested in companies with cov-lite debt
or low leverage (defined as net debt to EBITDA
of 3.0x or lower)
10
.
Past performance is no guarantee of future results.
Source: Neuberger Private Markets Q4 2025 Valuation Summary. Data from GP materials, capital account statements,
preliminary GP guidance, Capital IQ. Based on Q4 2025 information reported to date (92% of funds reporting)
AGGREGATE CHANGE IN PRIVATE COMPANY VALUATIONS (EX-FX)
Neuberger Private Markets
3
NBPE
4
43
45
0
2021
2022
2023
2024
2025
4
9
5
5
7
9
4
0%
10%
20%
30%
40%
50%
Neuberger Private Markets Index vs. NBPE Performance
since 2021
NBPE’s performance has broadly tracked the Neuberger Private Markets buyout fund
universe, comprising ~390 funds, which is in line with the broader market
Medium term performance
According to Neuberger’s Private Market Index,
headwinds have persisted since the peak
vintage years 2020-2021, weighing on global
buyout returns over the last five years. NBPE’s
performance has broadly tracked this index,
consistent with the broader market. In
particular, the value appreciation of older
vintages has tended to be more muted than
more recent vintage years, reflecting the
portfolio’s maturity and the fact that many of
the portfolio companies are at or near ‘exit
ready’ stages in their value creation journey. As
highlighted by the performance of our 2024
vintage investments, refreshing the portfolio
with new investments will, we believe, address
this drag on performance and we are highly
focused on this.
We recognise that NAV returns have been below
expectations in the short and medium term.
Despite strong operating performance, multiple
contraction has been a meaningful headwind to
equity value appreciation over the medium term.
Additional leverage was deployed at certain
companies mostly fund to fund M&A. While
we’ve seen an increase in the absolute level of
debt in certain companies, the portfolio’s
leverage multiple of 5.4x has remained broadly
flat, as higher EBITDA has offset the increase in
absolute debt levels. Note that quoted holdings
and certain other investments are not factored
into the operating performance figures, and
collectively these weighed on NAV performance
from 2023 to 2025.
››
See endnotes on pages 118-119
24
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Private Equity Partners 
Annual Report 2025
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Significant increase in
distributions from equity
co-investments
During 2025, NBPE received $180 million (14%
of opening portfolio value) of proceeds from
realisations. In line with the broader market, the
timing of activity was weighted to the second
half of the year reflecting the uncertain
environment that prevailed during the first half
of the year; 62% of the total realisations were
received in the second half, with 43% of total
realisations received in the final quarter of the
year alone.
Realisations from equity co-investments were
the most meaningful driver ($173 million) up
over 50% year-over-year. 12 full exits generated
nearly $95 million of proceeds, or 53% of the
total realisations, with a number of non-core
more mature positions fully realised. Partial
realisations from four investments generated
a further $54 million (30% of total), and NBPE
retains a meaningful amount of value in each.
In aggregate, the full and partial realisations
were achieved at a 17%
8
uplift to value three
quarters prior to an announcement and
generated a 2.8x
8
multiple of capital (inclusive
of remaining NAV of partial realisations at
31 December 2025).
NBPE has a number of ‘exit-ready’ companies
that are well placed to capitalise on liquidity
opportunities as the outlook improves.
However, recent market volatility and
heightened geopolitical risks have introduced
renewed uncertainty around private equity
market activity, and 2026 has started slowly as
a result.
Recent investments
The heightened uncertainty following the US
Administration's trade policy announcements
led NBPE to maintain a measured approach to
new investments for much of 2025, prioritising
balance sheet strength and financial flexibility.
As exit activity accelerated in the second half,
NBPE resumed deployment investing $10
million in Infra Group alongside PAI Partners in
September, with remaining investments during
the year being follow-ons.
With the material pick up in realisations in Q4
and a more constructive market backdrop,
NBPE was able to deploy capital with increased
confidence. In November 2025, NBPE
announced an acceleration of new investment
activity, with at least $100 million allocated for
new investments, alongside the continued
buyback and dividend programmes.
In 2026, year to date NBPE has committed
approximately $79 million to five new
investments: a $9 million investment in
Conservice alongside TPG — a
utility management platform for property
management companies — and $35 million in
Ryan, a global tax services business, alongside
Onex and Ares. A further $24 million was
invested across two undisclosed AI-related
companies, and $11 million to one additional
investment which is expected to close in the
coming weeks.
Three of the five 2026 investments are aligned
with the AI-enabled or AI transformation trend,
which we believe presents a significant
long-term opportunity.
$180m
Total proceeds received in 2025
David Morse
Managing Director, Global Co-Head
of Private Equity Co-investments
››
See endnotes on pages 118-119
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$10m
NBPE investment
$2.9bn
Enterprise value at PAI entry
2
SECTOR
Business Services
LEAD PRIVATE EQUITY MANAGER
PAI Partners
Infra Group is a multi-disciplinary integrated infrastructure
service provider operating in Belgium, Germany, the
Netherlands, and France, with expertise across electricity and
gas, water and sewage, telecom, roadworks, and other sectors
delivering end-to-end solutions of critical infrastructure networks
Infra Group
Investment Thesis
Long-term contracts support a virtuous
business model with strong visibility,
recurring revenues, and resilience across
economic cycles
Proven ability to expand via acquisitions
Key NBPE Theme
Long-term secular growth
M&A opportunities
Compelling Value Proposition
Able to capitalise on secular drivers such as
energy transition, ageing infrastructure, and
digitalisation
1
Blue chip-customer base
GP Expertise
European private equity firm that makes
control-oriented investments in mid-to-large
companies across various sectors
and industries
Recent Investment
NBPE invested in Infra Group in
September 2025
500
0
2023
2025
1,000
1,500
2,000
41.4%
CAGR Growth
800
1,600
Source: Infra Group website, Financial Post, PEInsights, European Parliament research report, and MarketResearch.com report.
The case study discussed does not represent all past investment or performance generally. Case studies are presented to illustrate
market trends and/or to provide examples of the types of investments expected to be made. It should not be assumed that an
investment in the case study was or will be profitable. There can be no assurances that Neuberger will be successful in implementing its
investment strategy or be able to make investments comparable in quality or performance to the investments described herein.
Statements reflect the allocation views of Neuberger; other market participants may reasonably have differing views.
1
Per European Parliament research report, and MarketResearch.com report.
2
Excluding fees and expenses.
3.
Figures as of 11 September, 2025, the latest available. Per PEInsights and Financial Post report.
Revenue
3
(Figures in € million)
26
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Manager’s review
Neuberger Private Markets reached out to 145
private markets firms, managing over 10,000
portfolio companies, to gather insights and
findings into AI use and adoption within private
equity. Some of the key findings included:
Adoption Rises with Firm Size:
Larger
firms are more likely to deploy Generative AI
organisation-wide, with adoption increasing
as AUM grows.
Dedicated AI Support Concentrates in
Larger Firms:
Bigger private equity
managers are more likely to have functional AI
experts that can be deployed to portfolio
companies, accelerating adoption and
operational impact.
Productivity and Quality Lead
Objectives:
Private equity managers rank
productivity gains and better work product
ahead of cost reduction.
Allocated Budgets Remain Modest:
For 79% of survey respondents, Generative
AI tools account for less than 10% of IT
budgets, suggesting room to scale.
Projected Increase in AI Spend:
Most
private equity firms plan to boost AI spend
across all functional areas over the next two
years, with the largest increases expected in
investment due diligence, internal business
operations, and operating resources.
Widespread Adoption Across Industries:
AI usage is high across sectors; the
industrials sector has the lowest adoption
rate, albeit still at 74%.
Multi function Use is the Norm:
Most respondents employ AI across multiple
business functions (average ~3 selections),
especially in operations, customer service,
and sales & marketing.
A key theme of 2025:
AI Adoption
GENERATIVE AI ADOPTION IS HIGH ACROSS ALL INDUSTRIES
(Generative AI adoption by industry among portfolio companies of survey PE firms)
THE MAJORITY OF THOSE SURVEYED ARE EMPLOYING AI IN VARIOUS ROLES,
WITH AN AVERAGE OF 3 SELECTIONS FROM THE GIVEN OPTIONS
(Generative AI usage across portfolio company functions)
96%
94%
92%
85%
83%
80%
74%
Technology
Infrastructure
Business Services
Healthcare
Financial Services
Consumer
Industrials
86%
86%
82%
65%
29%
27%
Operations (business
operations, finance, IT, legal/
compliance, HR)
Customer service/success
Sales & marketing
Software R&D
Non-software R&D
Executive suite
Leveraging its extensive relationships, Neuberger conducted
a comprehensive survey to capture how Generative AI is
being adopted across private equity firms and portfolio
companies, revealing its rapid shift from a niche technology
to a core part of business strategy and operations.
27
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Private Equity Partners 
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Manager’s review
Jonathan Shofet
Managing Director, Global Head
of Private Investment Portfolios
and Co-investments
Outlook
Private equity markets were increasingly active
in the latter part of 2025, with exit activity up
meaningfully and momentum building. There
was a renewed sense of optimism that these
positive developments would carry into 2026,
with an active market for exits and plenty of dry
powder available for new deal activity. However,
in early 2026, sentiment was derailed with the
software and certain other sectors coming
under increasing pressure over fears of
disruption from AI. This was then compounded
by the conflict in the Middle East, which
introduced significant new geopolitical
uncertainty, elevated energy prices and
significant concerns about what the effect of
this will be on the macro economy.
We believe the concerns around software are
legitimate, but not as new or sudden as the
public market reaction might imply. Many
private equity managers have been investing in
AI capabilities and resources for some time.
Notably, in the software sector, private equity
firms have been focused on the threat (and
opportunities) of AI for a number of years now,
both for new investments and existing portfolio
companies. We believe private markets are well
positioned to adapt to the threats and
opportunities of AI. Active management and
proactive implementation of AI at portfolio
companies should position portfolio
companies well for what lies ahead, although
inevitably there will be winners and losers as
this disruption accelerates.
NBPE has a high-quality portfolio of companies
that we believe are well positioned to weather
the current uncertainty. The portfolio continues
to deliver resilient operating performance,
despite the challenging backdrop, and with a
number of ‘exit ready’ companies in the
portfolio, NBPE is well placed to benefit from
an improvement in the exit environment, when
visibility improves. We continue to actively
review new investment opportunities for NBPE.
However, we are closely monitoring the conflict
in the Middle East and resulting market response
given the rapidly changing events. In addition,
the pace of additional new investment activity
will be balanced with the pace of realisations
and we will continue to prioritise balance sheet
strength in light of the additional uncertainties in
the broader macro environment.
NBPE has a high- quality
portfolio of companies
that we believe are well
positioned to weather
the current environment.
28
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SECTOR
Professional
services
LEAD PRIVATE EQUITY MANAGER
Onex, Ares
Ryan: Global
provider of tax
recovery services
$35m
Invested capital
2.9%
Portfolio Fair Value
Manager’s review
Why Ryan?
Market leading franchise in a large, attractive
tax advisory market with benefits of scale
Continued strong organic growth driven by
tax base growth and market share gains in a
recession-resilient industry
Strong value proposition that addresses pain
points for corporate tax departments,
resulting in strong net revenue retention
Entrepreneurial culture and compensation
model incentivises growth, rewards high
performers, and will continue to attract top
industry talent
Large opportunity to expand internationally
into untapped markets via M&A
Business Plan/Key Events
NBPE funded $35 million in March 2026
Ryan is a leading B2B tax services provider that helps clients recover tax
savings across several business tax lines including property tax,
transaction tax (sales & use tax), severance tax, and income tax.
The case study discussed does not represent all past investment or performance generally. Case studies are presented to illustrate
market trends and/or to provide examples of the types of investments expected to be made. It should not be assumed that an
investment in the case study was or will be profitable. There can be no assurances that Neuberger will be successful in implementing its
investment strategy or be able to make investments comparable in quality or performance to the investments described herein.
Statements reflect the allocation views of Neuberger; other market participants may reasonably have differing views.
29
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Annual Report 2025
Grow store network
and expand to other
European countries
Strong M&A track
record in a fragmented,
consolidating industry
Secular tailwinds
support share gains for
independent platforms
Multiple levers for
organic growth and
value creation
Sticky and diverse
customer base/trusted
provider
Natural barriers to entry,
benefitting from scale
Mid-life investment/
transformative M&A
Action
European discount retailer
Consumer/3i
Osaic
Third largest independent
broker dealer
Financial Services/
Reverence Capital
Solenis
Specialty chemicals and
services provider
Industrials/
Platinum Equity
Value %
6%
Value %
6%
Value %
5%
Value ($m)
$75.9
Value ($m)
$69.8
Value ($m)
$65.3
Investment date
2020
January
Investment date
2021
July
Barriers to entry lead to
competitive advantage
High-quality assets in
leading locations
Leading private equity
manager in the media
space
Branded Cities
Network
North American advertising
media company
Communication/
Media Shamrock Capital
Value %
3%
Value ($m)
$37.8
Investment date
2017
November
Investment date
2021
September
Business combinations
create a highly attractive
position in the market
Blue chip customer
base
Strong secular growth
Beyond Trust
Cyber security and secure
access solutions
Technology/IT /
Francisco Partners
Value %
3%
Value ($m)
$42.4
Investment date
2018
June
Leading market
position with diverse
end markets
Significant growth
opportunities
Proven acquisition
platform
OneMonroe
Distributor of mission-
critical standard and custom
engineered products
Industrials/AEA Investors
Value %
5%
Value ($m)
$59.6
Investment date
2021
December
01
06
02
07
03
08
04
09
05
10
Low expected
cyclicality end
markets
Essential service
with ‘utility-like’
characteristics
Attractive financial
profile with stable
cash flow
Business Services
Company*
Not Disclosed
Business Services
Value %
3%
Value ($m)
$41.5
Investment date
2017
October
*Undisclosed due to confidentiality provision
Strong secular tailwinds
Attractive financial
profile
– Growth-oriented
management team
Mariner
Provider of various wealth
management and advisory
services
Financial Services /
Leonard Green & Partners
Value %
4%
Value ($m)
$44.2
Investment date
2024
November
Leading market
position and high
barriers to entry
Strong track record
of organic growth
and M&A
– Expanding
addressable market
FDH Aero
Leading distributor of c-class
parts to the aerospace and
defence industry
Industrials/Audax Group
Value %
4%
Value ($m)
$43.4
Investment date
2024
May
Manager’s review
Top 20
Strong value
proposition and focus
on customer outcomes
Leading technology
platform
Attractive market
dynamics and track
record of strong
financial performance
True Potential
Wealth management
technology platform serving
advisers and retail clients
Financial Services /Cinven
Value %
3%
Value ($m)
$42.0
Investment date
2022
January
30
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Large addressable
market with secular
tailwinds
Strong barriers to
entry and sticky
customer base
Recurring revenue
streams from
diversified customers
Established platform
with experienced
management team
Unique business model
Strong free cash flow
with revenue visibility
Marquee Brands
Portfolio of consumer branded
IP assets, licensed
to third parties
Consumer/Neuberger
– Market-leading
business with attractive
financial profile and
strong cash flow
characteristics
Significant cost
savings opportunity
Experienced sponsor
with industry expertise
Leading technology
company in Italy
Attractive IT services
market with secular
growth from
digital transformation
Leading global provider
of mission-critical
sensing and detection
solutions
Diversified end markets
with low customer
concentration and
sticky customer
relationships
Market leader with
significant scale
Growing e-commerce
megatrend
Attractive financial
profile
Viant
Outsourced medical device
manufacturer
Healthcare/JLL Partners
Value %
3%
Staples
Provider of office supplies
through a business-to-
business platform and retail
Business Services /
Sycamore Partners
Engineering
Provider of systems
integration, consulting
and outsourcing services
Technology /IT/ Renaissance
Partners/Bain Capital
Value %
2%
Excelitas
Sensing, optical and
illumination technology
Industrials/AEA Investors
Auctane Trust
E-commerce shipping
software provider
Technology/IT /
Thoma Bravo
Value %
3%
Value %
2%
Value %
2%
Value %
2%
Value ($m)
$32.9
Value ($m)
$23.8
Value ($m)
$31.3
Value ($m)
$27.6
Investment date
2014
December
11
16
Value ($m)
$24.1
Value ($m)
$29.4
12
Investment date
2018
June
17
13
18
14
19
15
20
Investment date
2020
July
Investment date
2021
October
Investment date
2017
September
Investment date
2022
October
Global Market-
leading businesses
Diverse Client base
and trusted by
leading global
organizations
Continued execution
of accretive M&A
Kroll
Multinational financial
consultancy firm
Financial Services/
Further Global/Stone Point
Value %
2%
Value ($m)
$23.9
Investment date
2020
October
Large, underserved
market with
considerable barriers
to entry
Multiple opportunities
for value creation,
including M&A
Attractive historical
operating performance
Benecon
Develops and administers
self-funded employee
health benefits programmes
Healthcare/TA Associates
Value %
3%
Value ($m)
$31.5
Investment date
2024
January
Industry dynamics
support growth in
clinical engineering
and medical rental
equipment
Diversified, sticky
customer and supplier
base
Agiliti
Medical equipment
management and services
Healthcare/THL
Value %
2%
Value ($m)
$25.3
Investment date
2019
January
Manager’s review
Top 20
Market leader
Defensive business
model
B2C sales opportunity
Strong cash flow
generation
Constellation
Automotive
Leading provider of vehicle
remarketing services
Business Services ⁄ TDR Capital
Value %
3%
Value ($m)
$36.9
Investment date
2019
November
31
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Amplify
The three pillars of
NBPE’s Responsible
Investment Policy
11
Our policy is centred on the objective of seeking to achieve better investment
outcomes through incorporating financially material Environmental, Social and
Governance considerations into the investment process.
Responsible investment
Seeks to achieve a financial goal by
investing in issuers with sustainable
business models, practices, products
or services and leadership on relevant
sustainability considerations.
Simultaneously seeking to minimise
exposure to companies with potential
adverse social and/or environmental
impacts.
1
2
3
Ability to exclude particular issuers or
whole sectors from the investable
universe. NBPE seeks to avoid
companies that are engaged in
controversial weapons, tobacco,
civilian firearms, fossil fuels, and
private prisons. NBPE also seeks to
avoid companies with known serious
controversies related to human rights
or serious damage to the
environment, including as outlined by
the United Nations Global Compact
and Organisation of Economic
Co-operation and Development
Guidelines for Multinational
Enterprises. Please refer to the NBPE
Responsible Investment Policy
for detailed information.
Avoid
Considers financially material
environmental, social and governance
factors for pecuniary reasons
alongside traditional factors in the
investment process. These factors are
generally no more significant than
other factors in the investment
selection process. Financially material
environmental, social and governance
factors are formally incorporated in
Investment Committee memoranda.
Assess
››
See endnotes on pages 118-119
NB Private Equity Partners Annual Report 2025
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Governance
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32
NBPE’s portfolio through a UN
Sustainable Development
Goals (“SDG”) lens
7%
17%
12
Of the portfolio has a potential thematic alignment towards
benefitting people or the environment, as outlined by the SDGs
13
.
10%
1%
Responsible investment
NBPE believes that financially material environmental, social and governance factors are an important
driver of long-term investment returns from both an opportunity and a risk-mitigation perspective.
81%
Neutral potential SDG thematic alignment –
companies that have a mixed or unknown benefit
to people or the environment, as outlined by the SDGs.
Potential moderate SDG thematic alignment – companies that may have an overall
positive benefit to people or the environment, as outlined by the SDGs themes.
Potential high SDG thematic alignment – companies whose products or services offer solutions
to long-term social and environmental challenges, such as those outlined by the SDGs in addition
to social or environmental dimensions as defined by the Impact Management Project.
No potential SDG thematic alignment – companies whose operations or products and services
may potentially conflict with the promotion of positive outcomes for people or the environment
14
.
››
See endnotes on pages 118-119
NB Private Equity Partners Annual Report 2025
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33
Neuberger:
aligned for excellence
As a private, independent,
employee-owned global investment
manager, Neuberger has the freedom
to focus exclusively on investing for
its clients for the long term.
By design, Neuberger attracts individuals
who share a passion for investing and who
thrive in an environment of rigorous analysis,
challenging dialogue, and professional and
personal respect.
An award-winning culture
For 12 consecutive years
15
, Neuberger has been
named first or second in Pensions &
Investments Best Places to Work in Money
Management survey (among those with 1,000
employees or more).
Neuberger ’s
business principles
Our clients come first
We are passionate about investing
We invest in our people
We motivate through alignment
We continuously improve and innovate
Our culture is key to our long-term success
Recognised private equity manager within the industry
17
Manager
People & culture
Patricia Miller Zollar
Managing Director,
Member of Investment Committee
98%
Retention levels of Neuberger Private Markets
Managing Directors and Principals
16
››
See endnotes on pages 118-119
Neuberger recently made changes to refresh our website and branding, including updated corporate colors,
typography, and a streamlined logo – optimising for mobile access, social media integration, and more options to
personalize and subscribe to content updates. A reference to the firm as “Neuberger” will be used more widely.
This is a shorthand adoption only; the firm’s full name, Neuberger Berman, remains unchanged. All else will also remain
unchanged including investment strategy, process, and team, as well as Neuberger’s singular focus on delivering
compelling investment results for its clients over the long term.
NB Private Equity Partners Annual Report 2025
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34
The Investment Committee has
an average of more than 31 years
of professional experience and has
worked together for an average
of more than 21 years.
JOANA ROCHA SCAFF
Managing Director
Head of Europe Private Equity
PATRICIA MILLER ZOLLAR
Managing Director
ANTHONY TUTRONE
Managing Director
Global Head of Neuberger Private Markets
PETER VON LEHE
Managing Director
Head of Investment Solutions and Strategy, Private
Markets
DAVID STONBERG
Managing Director
Deputy Head of Neuberger Private Markets and the
Global Co-Head of Private Equity Co-Investments
PAUL DAGGETT
Managing Director
39 years of industry experience
38 years of industry experience
32 years of industry experience
35 years of industry experience
27 years of industry experience
27 years of industry experience
The Investment Committee
Manager
People & culture
NB Private Equity Partners Annual Report 2025
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35
JACQUELYN WANG
Managing Director
MICHAEL KRAMER
Managing Director
KENT CHEN
Managing Director
Head of Asia Private Equity
24 years of industry experience
30 years of industry experience
33 years of industry experience
DAVID MORSE
Managing Director
Global Co-Head of Private Equity Co-Investments
40 years of industry experience
ELIZABETH TRAXLER
Managing Director
24 years of industry experience
BRIEN SMITH *
Senior Adviser to the Neuberger Private
Equity Division
44 years of industry experience
JONATHAN SHOFET
Managing Director
Global Head of Private Investment
Portfolios and Co-Investments
29 years of industry experience
Manager
People & culture
500+
private markets investment
professionals of which
210+
are investment professionals
The Investment Committee
*
Effective March 6, 2026, Brien Smith formally retired from his role as Senior Advisor and will step down from the Private Investment Portfolios and Co-Investments (“PIPCO”) Investment Committee. We have a deep group of senior investment team members
on the PIPCO Investment Committee, with an average of over 32 years of professional experience and 22 years of tenure at the firm. No immediate replacement will be made, however, consistent with prior practice we will continue to evaluate future additions.
The PIPCO Investment Committee will continue to operate on a majority approval basis of its 12 members, with Anthony Tutrone, Head of Neuberger Private Markets, serving as a tie-breaker, if needed.
NB Private Equity Partners Annual Report 2025
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36
Pawan Dhir
Audit Committee Chairman
Louisa Symington-Mills
Independent Director
The Board welcomes the views of shareholders
who may contact any Board member directly,
including the Chairman and the Senior
Independent Director (“SID”).
Day-to-day engagement is carried out through
direct meetings with shareholders and
feedback from the Investment Manager and
advisers. Key considerations include
performance, capital allocation,
communication, transparency, governance,
and responsible investment.
The Chairman and SID hold meetings with
shareholders throughout the year at both the
Company’s and investors’ instigation. The
Board regularly commissions advisers to
engage with investors to listen to their views
and to understand what they need and expect
from the Company.
The Board of Directors is committed to acting in a manner that promotes
the long-term sustainable success of the Company for the benefit of all of its
stakeholders, ensuring that decisions are made with transparency,
accountability and a clear understanding of their broader impact.
How the Board engages
with stakeholders
Our shareholders and how
the Board engages
Shareholders
Actions to enhance shareholder value include
regular communication such as monthly NAV
updates, factsheet, portfolio and capital
allocation updates, including dividends,
buybacks and new investments are published
on the NBPE website. In addition, NBPE hosts
interim and full year results presentations both
in person and virtually, as well as ad hoc
meetings throughout the year.
The Board welcomes open dialogue with
shareholders, whether at in-person events such
as NBPE investor breakfasts or the NBPE Capital
Markets Day, through the Investment Manager,
or directly to individual Board members.
The Board ensures that the outcomes of
shareholder engagement are reflected in its
strategic discussions and decision making,
keeping shareholder views at the heart of the
Company’s governance.
Investment Manager
The Board delegates day-to-day investment
activities to the Investment Manager but
retains ultimate oversight of strategy and
performance. Board members maintain a
continuous dialogue with the Investment
Manager and its dedicated team through
calls, correspondence, and regular meetings.
The nature of this open two-way interaction
allows for clear communication, robust and
constructive challenge, and a strong
partnership with a shared focus on the
long-term success of the Company.
Stakeholder engagement
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Stakeholder engagement
Wilken Von Hodenberg
Senior Independent Director
There are regular formal and informal meetings
between the Board and the Investment
Manager to ensure continued alignment on
strategy and its execution. The Investment
Manager’s expertise is seen as integral to the
co-investment strategy, and its proactive
communication with the Board ensures that all
matters considered pertinent are raised on a
timely basis. The Board requests and receives
detailed monitoring reports on the portfolio
and investment processes on a regular basis,
with the emphasis firmly on detailed and
informative dialogue.
The Board undertakes strategic planning with
the Investment Manager to assist the
Company in achieving its investment objective.
Directors visit the Investment Manager’s
offices, meet members of its global team
across investment and operational functions.
The Board also works with the Investment
Manager to ensure that Board reporting
continues to evolve, remaining current and
providing the most relevant information on
which the Board can base its decisions.
Company lender
MassMutual provides a $300 million revolving
credit facility, enabling capital efficiency and
real-time investments. The Board oversees
lender-related aspects such as asset coverage,
financial ratios, and liquidity. The Investment
Manager provides ongoing reports to the
lender. The Board regularly reviews the
adequacy of the credit facility with reference to
its costs, the growth of the Company’s NAV and
the likely future size of the Company. The Board
ensures that the Investment Manager is in
regular dialogue with the Company’s lenders.
Oak (Company Secretary and
Administrator)
Oak Group was appointed as Company
Secretary and Administrator in 2025 following a
tender process. Oak fulfils the essential
functions of these roles, which are regulated
and include oversight of the NAV process, the
issuing of regulated news announcements to
the market, and the key company secretarial
role of facilitating the functioning of the Board
in accordance with the policies and procedures
of the Company and best corporate
governance practice.
The Board holds regular meetings, which
ensure clear communication between Oak, the
Company, and its Directors. All Directors have
open access to any member of the relevant Oak
team. Regular oversight of the full range of
Oak’s functions is conducted through Board
and Committee reporting, and formal
Management Engagement Committee (“MEC”)
review. The Board provides and encourages
regular and timely two-way feedback.
Regulators
Regulatory compliance underpins the
Company’s continued listing and its
commitment to open and transparent
communication with the market, ensuring
shareholders can trade freely and remain
well-informed about the Company’s activities
and performance. The Company’s key regulators
include the FCA in its capacity as the UK Listing
Authority, the FRC in its oversight of UK
accounting and governance issues, and the
Guernsey Financial Services Commission.
The Board also places significant importance on
its membership of the Association of Investment
Companies (“AIC”), with adherence to the AIC’s
Code of Corporate Governance (“AIC Code”)
forming a cornerstone of its approach to
governance and regulatory compliance.
The Board, through the Audit Committee and
working in conjunction with the Administrator
and the Investment Manager, has established a
robust framework of controls designed to
ensure compliance across applicable
regulatory requirements. The Audit Committee
maintains ongoing oversight of these controls
and provides the Board with regular monitoring
reports. The Board reviews its regulatory and
statutory obligations on a continuing basis and
ensures that Directors undertake regular
individual training to remain current with
evolving regulatory developments.
Community and Environment
The Board takes seriously its responsibility to
consider the impact of the Company’s
activities on the broader community and
environment, as well as the approach the
Investment Manager takes to environmental,
social and governance matters across its own
business and investment processes. The
Board evaluates the role of the Investment
Manger’s progress in environmental, social and
governance matters by receiving formal
updates on responsible investment initiatives
and processes at least twice a year, and has
developed reporting metrics to monitor the
Investment Manager’s progress in this area as it
relates to the Company’s portfolio.
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Stakeholder engagement
Caroline Chan
Independent Director
The Board maintains an open dialogue on
governance matters with all stakeholders and
examines each of its material identified risks
through an environmental, social and
governance lens, ensuring that sustainability
considerations are embedded in its risk
management approach. Questions about
responsible investment policies and
sustainability initiatives are incorporated as
part of the annual MEC review.
Other Service Providers
The Company relies on external service
providers for fund administration, tax, audit,
legal, marketing, and communications. The
MEC reviews their performance on an ongoing
basis, with a formal evaluation process
undertaken annually, ensuring appropriate
expertise and remuneration. The Board has
access to all service providers, as do both the
Investment Manager and the Administrator.
The brokers provide regular reports to the
Board and attend Board meetings to respond
to Directors’ questions. The MEC has
continued to develop its annual review of
service providers to ensure that service
providers remain productively engaged with
the process and offer fresh perspectives on
their relationship with the Company through
open two-way dialogue.
Decision making process
The section below details some of the major
decisions made by the Board during 2025 and how
the Board considered various stakeholder
interests and the outcomes of those decisions.
Throughout the year, the Board monitored
buyback pacing, balancing investment
activity, NBPE’s balance sheet position and
prevailing market conditions. Numerous
discussions were held with the Investment
Manager, incorporating direct feedback from
some of NBPE’s largest shareholders and
other advisers, ensuring decisions were
well-informed and aligned with shareholder
interests. Buyback pacing was increased in
the latter months of the year, resulting in
meaningful capital being returned to
shareholders ahead of original expectations.
The Board considers that this action
enhanced value for shareholders and had a
positive influence on the Company’s share
price in 2025.
Appointment of a new Director
The Board reviewed succession planning and
evaluated the option of adding an additional
director to the Board in order to facilitate future
Director retirements and transitions. Following
this discussion, the Board formed a Committee
to review potential candidates and conduct
interviews with a short list of nominees.
After extensive review and in consultation with
other Board members, the Committee
recommended to the Board the appointment
of Caroline Chan as an Independent Director.
On 18 September 2025, Ms. Chan was
appointed to the Board after a comprehensive
induction process.
In exercising this oversight, the Board
considers factors relevant to Section 172 of the
UK Companies Act 2006, which the Company
voluntarily adopts, including the likely
consequences of decisions over the long term,
the interests of shareholders, relationships with
key counterparties (such as the Investment
Manager and service providers), and the impact
of decisions on the Company’s reputation and
financial resilience.
Capital allocation framework
The Board oversees the allocation of capital
between investments and shareholder
returns, including dividends and share
buybacks. The Board monitors NAV and share
price performance closely, and the discount
to NAV is taken seriously and has been a
source of discussion at every meeting of the
Board. Direct feedback obtained by the
Board, alongside analysis and stakeholder
engagement from the Investment Manager
and advisers, plays an integral role in
informing the Board’s capital allocation
decisions. In February 2025, the Board
announced an increase in the amount of
capital reserved for buybacks (including
$100 million allocated to new investments).
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The Board is ultimately responsible for the
identification and assessment of risk as well as
for monitoring the key risks to the Company on
an ongoing basis. The Board has appointed
the Investment Manager as Alternative
Investment Fund Manager (“AIFM”), which is
responsible for the day-to-day identification
and monitoring of risks and maintenance of the
Company’s risk matrix, changes to which are
reviewed on a quarterly basis. The risk matrix
identifies risks categorised by the principal
risks and uncertainties.
To evaluate the principal risks and uncertainties
facing the Company, the Board reviews the risk
management matrix prepared by the
Investment Manager on a quarterly basis.
Within the risk management matrix, the Board
believes the principal risks and uncertainties
are those which could have a material impact
to the Company’s financial condition or carry a
significant operational or reputational impact
to the Company. The risk matrix is divided into
several key risk categories: investment risks,
strategic, financial, operational and external
risks. Underlying these risk categories are
specific, identifiable risks. Each identifiable risk
includes information on the key controls relied
upon by the Board, the responsible provider or
providers and current assessment of each risk
through a numerical framework, which also
shows quarterly progression and changes over
risks over time. Each risk is number-coded
between one (low risk) and five (high/elevated
risk) along with the potential risk impact to
the Company and how the risk has changed
over time.
The Board further considers those risks which
are deemed to be emerging risks, which are
identified separately on the matrix. To be
considered as an emerging risk, the Board
believes these risks are those which can be
reasonably identified in the current
environment, but they are inherently longer-
term in nature, difficult to quantify and highly
uncertain in terms of the extent of their impact.
While it is not possible to identify and manage
every risk to the Company, the Board believes
those identifiable risks are ones which carry the
potential for a material impact to the Company.
Furthermore, the Board considers the risk
matrix to guide overall risk appetites within
each of the defined categories, and determine
whether any particular risks require additional
attention or actions to mitigate risks to the
Company. However, importantly, judgement
is applied to determine these assessments,
and the Board considers any changes to the
assessments of the key underlying risks on a
quarterly basis. Not all risks can be eliminated;
therefore, there is only a reasonable assurance
against fraud, misstatements or losses to
the Company.
Risk management
framework
*
Neuberger Private Markets is a general description of the business of the Investment Manager, NB Alternatives Advisers LLC;
there has been no change to the Investment Manager of NBPE
**
Highlights represent committees of the Investment Manager; other committees presented above are resources of
Neuberger, the parent company of the Investment Manager
Investment
Committee**
Valuation
Committee**
Investment
Risk Committee
Operational
Risk Committee
Investment Manager: Neuberger Private Markets
*
Independent assurance
Internal audit
Independent
control units
that collaborate
Infrastructure
Technology
Business
Technology
Operations
Finance
Legal
Compliance
Asset
Management
Guideline
Oversight
Investment
Risk
Operational
Risk
Independent
teams that
collaborate to
identify and
mitigate risk
Board of Directors
Audit Committee
Risk management
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Risk management
Investment risks
Investment risks are those related to the
Company’s investments. This includes
investment decisions, the performance of
investments over time, how investments are
valued and the risk associated with foreign
exchange for non-USD denominated
investments. The Board considers these risks in
the context of directly impacting the Company’s
performance as well as the impact on the
Company’s financial position and key ratio tests
under the Company’s revolving credit facility.
The Board has delegated investment decisions
to the Investment Manager, and as such,
considers the Investment Manager’s processes,
experience and judgement as the key controls
to mitigate this risk. The Board notes the
Investment Manager’s long-standing track
record, thorough investment underwriting and
due diligence and investment screening
processes as essential to the efforts of
investment risk mitigation. During each quarterly
Board meeting, the Board is furnished with
reports from the Investment Manager detailing
investment performance and the major
contributors and detractors of value. The Board
regularly receives an update on the Company’s
largest positions from the Investment Manager’s
deal teams, the most recent of which occurred
in April 2026 when the Board conducted a
portfolio review with the Investment Manager
and representatives of Neuberger.
In addition, monthly NAV updates are released
to the market and provide valuation information
in a timely format to monitor ongoing
performance. The interim review and annual
audit provide further assurances around the
valuation of investments, and ultimately, the
performance of the Company.
Strategic risks
Strategic risks are those which the Board
believes impact the ability of the Company to
meet or deliver on its business objectives.
The Board considers the principal business
objective to be the long-term growth of NAV
over time, which ultimately increases value to
shareholders. In light of this, the Board
considers the Company’s share price discount
to NAV within the Company’s strategic risks and
believes this is the most significant strategic
risk facing the Company. To mitigate this risk,
over time, the Company has completed a
number of initiatives aimed at enhancing
shareholder value and narrowing the discount,
from portfolio construction, investor relations
initiatives, a dividend policy, approach to capital
allocation and a share buyback policy as well as
increasing the capital reserved for share
buybacks. The Board regularly monitors the
share price discount as well as the Company’s
investor relations programme and also
discusses ways to narrow the discount with
advisers. The Board has appointed Jefferies, at
their sole discretion, to repurchase shares,
based on criteria set by the Board.
Financial risks
The Board believes the management of the
Company’s liquidity and compliance with credit
facility tests to be significant financial risks
facing the Company as of 31 December 2025.
The Board has delegated the day-to-day
management of the Company’s liquidity
position to the Investment Manager.
In addition, with approximately $19 million
of liquid investments held in the form of U.S.
Treasury Bills, the Company has investments
which could be liquidated quickly to cover
unexpected cash needs. Cash and liquid
investment balances are monitored daily by the
fund administrator and Investment Manager,
providing further assurances and oversight to
the Board. With respect to compliance with the
credit facility tests, the Investment Manager
regularly monitors headroom, financial ratios
and diversification tests and provides updates
to the Board on the Company’s borrowings at
each quarterly Board meeting.
The Board monitors the Company’s overall
investment level relative to the Company’s NAV
and believes maintaining balance sheet
strength is an important risk mitigation effort
for the Company in the long term. Critical
factors, such as investment pacing, are
monitored closely with the Investment
Manager responsible for decision making.
The Board is provided with cash flow forecasts
at each quarterly Board meeting which provide
visibility into the short-term and medium-term
realisation and new investment expectations
to help guide thinking around the pace of new
investments, and ultimately, the projected
balance sheet.
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Risk management
Operational risks
Operational risks are those which arise as part
of the normal course of business, day-to-day
operations, and governance. The Board
oversees all aspects of the Company, but given
the Company has no operations or employees,
many of the daily functions are outsourced to
service providers. Therefore, the Board
believes a disruption or operational event at a
service provider, notably the Investment
Manager, U.S. administrator or Guernsey
administrator, could have a material impact to
the Company. The Board, therefore, relies
heavily on the policies and procedures of the
Investment Manager and other service
providers. One area of meaningful focus by the
Board during the year was the risk related to
cyber security events. A cyber attack at one of
the service providers to the Company could
cause material disruption to the Company.
During the year, the Board received an update
from Neuberger’s technology group on key
areas such as the information security
programme, third-party risk management,
training and security trends.
The Board believes there are a number of other
operational risks related to governance, legal
and compliance, general business operations
and retaining talent at the Company’s service
providers; however, many of these were
considered low risk but were nevertheless
monitored by the Board throughout the year.
External risks
External risks are those which are outside the
Company’s direct control and include risks
related to the general investment and
economic environment, interest rates,
geopolitics and other exogenous factors.
The Board believes external risks could impact
the Company’s investment portfolio to varying
degrees, which in turn, could have an impact on
the Company’s performance. External risks are
inherently difficult to forecast and impacts are
uncertain. During the course of the year, the
Board considered a number of external risks
including the overall investment and economic
environment, geopolitical events and the level
of interest rates. For example, while inflationary
pressures had eased considerably and supply
chain issues were largely resolved, some
companies still reported challenging macro
environments within their respective markets.
With respect to geopolitical events, while their
direct impact on the Company’s investment
portfolio was limited, the Board noted the risk
from geopolitical events and the potential
second order effects, namely the broader
deterioration in market sentiment and
economic activity that a geopolitical shock can
trigger. The Board acknowledge that prolonged
uncertainty could impact the operating
performance of underlying companies, though
the magnitude is difficult to assess. The Board
maintains an overall awareness of the external
environment and discusses aspects which may
be material to the Company or the investment
portfolio as needed with advisers. However, the
Board recognises that external risks are
challenging to mitigate, other than during
the time of deciding to make an investment.
Emerging risks
The Board considers emerging risks as those
which can be identified in the current
environment, but which are inherently longer-
term in nature or uncertain as to their timing.
The Board further recognises emerging risks
are difficult to quantify and highly uncertain as
to if and when they may impact the Company
and to what extent.
However, the Board considers a number of
emerging risks to the Company, which include:
the general market environment and impacts
from tariffs, inflation and interest rates;
geopolitical risks; the share price discount to
NAV; and cyber risks. The Board believes the
Company is mitigating these risks to the extent
possible and noted the robust investment and
portfolio monitoring procedures by the Manager
to understand the operating environment of
portfolio companies, including dialogues with
lead private equity managers. Recently, the
Board noted the Manager’s work alongside
private equity sponsors to assess potential
impacts of tariffs on its investment holdings.
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External risk
Identified risk
Potential impact
Key controls
Status
Market environment & geopolitical risks
– risks include
general market and economic environment, including
interest rate environment, and geopolitical risks arising
from conflicts.
High potential impact. General market and economic
environment as well as changes in interest rates or policy
(eg. tariffs) impact portfolio companies to varying degrees.
The Board and Investment Manager are aware of the
general market environment and global risks generally
Risk mitigation is difficult, other than during the investment
analysis phase prior to making a new investment
Investment Manager maintains discussions with
underlying general partners to assess and understand
potential exposure/degree of impact
Consultation with other outside advisers
Reputational
– risk that marketing and publicity efforts fail
to reach the relevant audience, or that strategy or content
(including website) is inaccurate or inconsistent.
High potential impact. If marketing/communications do not
reach the relevant audience, share price could be impacted;
if website information is misleading or incorrect, investors
may act upon such information.
Broker and Investment Manager reports to Board,
preparation of materials by Investment Manager,
feedback on messaging/content and form from advisers.
Monitoring of website by Neuberger
Principal risks and uncertainties
The table below shows a summary of what the Board determined to be the most significant
principal risks and uncertainties to the Company during the year, what the potential
impact could be, and the key controls relied upon by the Board to mitigate the risks.
The Board believes managing these risks and evaluating the risk framework below is important for the Company to deliver on its
objectives over the long term. The current status of the risk is used to determine whether the principal risks are increasing,
decreasing or stable relative to the prior year.
The Board has completed its annual review and assessment of these principal risks and uncertainties (including emerging risk).
Principal risks and uncertainties
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Investment & strategic risk
Identified risk
Potential impact
Key controls
Status
Investment decisions
– Selecting investments to generate
the best risk-adjusted returns
Performance
– Achieving base case of investment thesis
and meeting long-term objectives
Valuations
– Misstatements to NAV
Foreign exchange
– Fluctuations of exchange rates of
non-USD investments in local currency relative to USD
Sub-optimal risk-return investment decisions could lead the
Company to higher risk investments to generate a desired
level of return.
Inconsistent investment performance would impact the
Company’s financial position.
The valuation of investments directly impacts the
Company’s financial position, key ratios/covenants and
performance.
Fluctuations of exchange rates can impact performance
when translated to dollars.
Highly experienced Investment Manager with deep team
Extensive and thorough investment underwriting
and due diligence
Responsible investment policy
Regular Board review of Investment Manager
performance, operations and capabilities
Monthly NAV update and quarterly valuation review via
robust and consistent valuation processes
Annual audit and semi-annual review
Investment Manager review of portfolio and monitoring of
foreign exchange exposure when analysing new
investments, if applicable
Share price discount to NAV
– considered both on an
absolute and relative basis.
High potential impact. The Company itself is not directly
impacted, but a high share price discount to NAV could
reflect a negative investor sentiment to owning the
Company’s shares, which would not be beneficial in the
long term.
Board monitoring and seeking feedback from advisers
Investor meetings conducted by the Investment Manager,
Chairman and Senior Independent Director
Numerous measures over time to address: dividend
policy, share buyback policy, capital allocation framework,
portfolio construction, investor relations programme
Identified risk
Potential impact
Key controls
Status
Cyber/IT security
– protection and defence against
cyber attacks.
High potential impact. A cyber attack at one of the
Company’s service providers could disrupt their operations
which, in turn, could impact their ability to manage the
Company day to day.
Cyber attacks at the underlying portfolio company level have
the potential to impact valuations and therefore the value of
NBPE’s investment portfolio. Risks related to IT systems and
cyber are considered in the investment decision process.
The policies and procedures at the Investment Manager,
the Guernsey Administrator, and U.S. Administrator
include specific defences against attacks, as well as
reviews of contingency practices and recovery
procedures
In the event of a cyber attack, notification by service
provider to the Board
Monitoring of underlying cyber security events at portfolio
companies by the Investment Manager
Operational risk
Principal risks and uncertainties
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Viability Statement
The Board has evaluated the long-term
prospects of the Group, beyond the 12-month
time horizon assumption within the going
concern framework. Further details of the
forecast and the process for assessing
long-term prospects of the Group are set out in
this section, and the Board believes this
analysis provides a reasonable basis to support
the viability of the Group.
The Directors have selected a three-year
window for evaluating the potential impact to
the Group on the following basis:
Investments are subject to overall financial
market and economic conditions. Projecting
long-term financial and economic conditions
is inherently difficult, but a three-year window
is a reasonable time horizon.
Value-creation plans are executed over a
number of years and private equity managers
generally take a longer-term view on
performance, rather than a focus on
‘quarterly earnings’; three to five years is a
typical holding period target for private
equity managers.
Medium-term outlook of underlying
Company performance is typically assessed
for valuation purposes.
Going concern
The prinicipal activity and investment
objectives of NBPE and its Subsidiaries
(together the ‘Group’) are described on pages
59 and 62 of the Report, and the Group’s
financial position is stated on page 79 of the
Report. Note 11 of the Consolidated Financial
Statements describes the Group’s risks with
respect to market, credit and liquidity risk. On
page 94 of the report, the Group’s liquidity and
available borrowing facilities are described.
The Group’s cash flows are provided on page
84 of the Report. Given the Group’s cash flows
and financial position, the Directors believe the
Group has the financial resources to meet its
financial commitments as they fall due.
The Directors have considered a number of
risks, both current and emerging, in making the
determination to adopt the going concern
basis for accounting. The Board has also
considered a number of analyses prepared by
the Investment Manager that assess the
Company’s financial position and cash flows.
The Company has no financings maturing
within the three-year forecast period. However,
the Directors note the maximum LTV ratio on
the Company’s credit facility steps down from
45% to 35% on 23 December 2027.
To evaluate the Group’s financial position, the
Directors reviewed a financial model prepared
by the Investment Manager. The financial
model includes projections of cash flows,
expenses and liabilities, as well as NAV growth
assumptions to evaluate loan-to-value and
coverage test ratios.
The Board believes the Group is in a healthy
financial position and able to meet upcoming
liabilities when they mature. The Directors
further note the Company’s $300 million
revolving credit facility was $90 million drawn
as of 31 December 2025 and the Company had
approximately $92 million of cash and liquid
investments held in the form of U.S. Treasury
Bills. Further, the borrowing availability period
extends to 2029.
Going concern and
Viability Statements
Furthermore, downside scenarios were
prepared by the Investment Manager to
highlight impacts to the Company’s balance
sheet, leverage levels and key ratio tests, in the
event of valuation declines and/or lower
realisation activity. Even in a downside
scenario, and despite the inherent uncertainty
of any such downside event occurring, the
Board concluded the Company could meet its
liabilities on an ongoing basis.
Therefore, having considered a 12-month
horizon from the date of authorisation of this
annual financial Report, the Directors have a
reasonable expectation that the Group has
adequate resources to continue to operate into
the foreseeable future, and accordingly the
Consolidated Financial Statements have been
prepared on a going concern basis.
Going concern and Viability Statements
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The Investment Manager discussed the key
financial assumptions and findings of the
model with the Board. The model forecasts
returns and cash flows on an asset-by-asset
and on a total portfolio basis to evaluate cash
and investment pacing considerations. The
Investment Manager selected two cases to
evaluate the viability of the Company over the
three-year window. Both cases included
expected realisations from realisations
received to date in 2026 as well as pending
investments funded subsequent to this
reporting period.
Forecasts were estimated based on estimated
investment exit timings and return
assumptions on a deal-by-deal basis
(assuming a normalised environment absent
macro-events or major disruptions). The model
also assumed a certain pace of re-investment,
based on the level of realisations from the
portfolio. The Investment Manager viewed
each of the case-by-case analysis of expected
exits as reasonable on an individual basis, but
noted 2027 and 2028 exit proceeds would be
above recent historical levels based on these
assumptions. The first case prepared by the
Investment Manager assumed exit timings and
return assumptions were delayed by six
months; as a result, this had reduced the
expected go forward IRR on the portfolio.
Given the inherent uncertainty of the return
assumptions, the Investment Manager
prepared a second forecast case which was a
downside case scenario, where investment
realisations were delayed a further six months
in 2027 and 2028, relative to case one. This case
resulted in lower NAV growth over the forecast
period, given the lower level of realisations.
The key findings from this analysis and
discussions with the Investment Manager were
that, in both cases, NBPE could continue to
fund its existing commitments, pay dividends,
maintain reserves allocated to share buybacks
as well as continue to pay ongoing expenses.
The downside case showed new investments
would stop in the second half of 2026 and early
2027 to maintain the target investment level.
Over the forecast period of the downside case,
NBPE maintained ample liquidity and LTV
ratios. In light of this analysis, the Directors
concluded the Group could continue to
operate over the three-year viability window.
Going concern and Viability Statements
46
Strategic report
Governance
Financials
Other
NB Private Equity Partners Annual Report 2025
Governance
Governance overview
48
The Board
49
Corporate governance
51
Directors’ report
59
Investment objective and policy
62
Remuneration report
63
Report of the Audit Committee
66
Statement of Compliance with the
AIC Code of Corporate Governance
70
Statement of Directors’ responsibilities
72
NB Private Equity Partners Annual Report 2025
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Other
47
Governance
Audit Committee
Pawan Dhir
C
Trudi Clark
Caroline Chan
Louisa Symington-Mills
Wilken von Hodenberg
Provides oversight and reassurance
to the Board, specifically with regard
to the integrity of the Company’s
financial reporting, audit
arrangements, risk management,
and internal control processes and
governance framework.
Management
Engagement
Committee
Trudi Clark
C
Pawan Dhir
Caroline Chan
William Maltby
Louisa Symington-Mills
Wilken von Hodenberg
Reviews annually the performance
of the Investment Manager and the
terms of the Investment Management
Agreement (IMA). Additionally, the
committee reviews the performance
and terms of engagement of other
key service providers to the Company.
Nomination and
Remuneration
Committee
Trudi Clark
C
Pawan Dhir
Caroline Chan
William Maltby
Louisa Symington-Mills
Wilken von Hodenberg
Assists the Board in filling
vacancies on the Board and its
committees and to review and make
recommendations regarding Board
structure, size and composition.
Additionally, the committee reviews
the remuneration of the Chairman
and Non-Executive Directors.
›› P66
Board structure
and committees
Good corporate governance
is fundamental to the way
NBPE conducts business.
Effective oversight of strategy and risk
is particularly important to promote the
long-term success of the Company.
The Chairman is responsible for
ensuring that the Board upholds a high
standard of corporate governance and
operates effectively and efficiently,
promoting a culture of openness
and debate.
The Board seeks to be responsive to
both the evolving regulatory
environment and changing
expectations about the role of
business in society. In particular, the
Board seeks to ensure that its own
culture and that of the Investment
Manager are aligned with the
Company’s purpose and values, and
that the Company has the necessary
service providers with the appropriate
financial and human resources to
deliver its strategy.
William Maltby
Chairman
Committee Chair
C
›› P56
›› P63
Governance overview
Board of Directors
WILLIAM MALTBY
Chairman, Independent Director
CAROLINE CHAN
Independent Director
TRUDI CLARK
Independent Director
PAWAN DHIR
Chairman of the Audit Committee
LOUISA SYMINGTON-MILLS
Independent Director
WILKEN VON HODENBERG
Senior Independent Director
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48
M
A
N&R
Matrix of skills and experience
William
Maltby
Trudi
Clark
Pawan
Dhir
Caroline
Chan
Louisa
Symington-
Mills
Wilken
von
Hodenberg
Skills and Experience
Private equity and
investment management
Investment trusts
M&A, investment banking
and capital markets
Accounting and valuation
Risk management
M
Management Engagement Committee
A
Audit Committee
N&R
Nomination and Remuneration Committee
Committee Chair
Background and experience
Trudi Clark qualified as a chartered accountant with
Robson Rhodes in Birmingham, after graduating in
Business Studies. Moving to Guernsey in 1987, Ms Clark
joined KPMG where she was responsible for an audit
portfolio including some of the major financial institutions
in Guernsey. After 10 years in public practice, Ms Clark was
recruited by the Bank of Bermuda as Head of European
Internal Audit, later moving into corporate banking. In 1995,
Ms Clark joined Schroders in the Channel Islands as CFO.
Ms Clark was promoted in 2000 to Banking Director and
Managing Director in 2003.
From 2006 to 2009, Ms Clark established a family office,
specialising in alternative investments. From 2009 to 2018,
Ms Clark returned to public practice specialising in
corporate restructuring services. Ms Clark has several
non-executive director appointments for companies, both
listed and non-listed, investing in property, private equity
and other assets.
Contribution to NBPE
Ms Clark has significant expertise in both accountancy and
Guernsey regulations, as well as being an experienced
non-executive director of public companies, all of which
have proven beneficial to both the Board and its
committees.
Other public directorships
The Schiehallion Fund Limited and Taylor Maritime Limited.
M
N&R
Background and experience
William Maltby was vice chairman of Investment Banking
at Deutsche Bank where he worked for more than 25 years.
Mr Maltby spent a further six years as a Senior Adviser
to the Investment Banking Division of Deutsche Bank.
Mr Maltby was a corporate financier specialising in financial
sponsors (private equity) and leveraged finance, and was
head of Deutsche Bank’s European Financial Sponsor
Coverage and Leveraged Finance businesses. He joined
Morgan Grenfell in 1984 which was acquired by Deutsche
Bank in 1989.
Mr Maltby was chairman of Mithras Investment Trust Plc,
a private equity fund of funds investment trust listed on
the London Stock Exchange from 2012 to 2018, when it
completed a successful realisation strategy.
He qualified as a Chartered Accountant with Peat Marwick
and has a law degree from the University of Cambridge.
Contribution to NBPE
Mr Maltby’s expertise brings a wealth of knowledge of
listed investment trusts, investment banking and private
equity to the Board, in addition to being an experienced
and effective Chairman.
Other public directorships
Mr Maltby has no other public company directorships.
WILLIAM MALTBY
Chairman, Independent Director
TRUDI CLARK
Independent Director
Appointed 21 March 2019
Appointed 24 April 2017
Retiring June 2026 AGM
The Board
The Board is responsible for oversight of NBPE, and
for effective stewardship of the Company’s affairs.
The Board
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49
Background and experience
Wilken von Hodenberg is a businessperson with 40 years
of experience in private equity, investment banking and
senior management. Mr von Hodenberg has been at the
head of five different entities and for some years occupied
the position of chairman of the German Private Equity &
Venture Capital Association.
Mr von Hodenberg was a member of the Supervisory
Board for Deutsche Beteiligungs AG from 2013 until
February 2020. He was also a non-executive director of
eCapital Entrepreneurial Partners AG, and of Wepa SE.
From 2000 to 2013 Mr von Hodenberg was CEO of
Deutsche Beteiligungs AG. He also served as a managing
director of Merrill Lynch in Frankfurt (1998 to 2000). Prior to
this Mr von Hodenberg was managing director at Baring
Brothers GmbH (1993 to 1997). From 1990 to 1992 he was
CFO of Tengelmann Group, a major German retailing
group. He started his career at JPMorgan in New York and
Frankfurt (1983 to 1989). Mr von Hodenberg holds a Law
degree from the University of Hamburg.
Contribution to NBPE
Mr von Hodenberg’s private equity investment expertise
is highly valuable for Board discussions and of particular
relevance for the Company.
Other public directorships
Sloman Neptun AG.
Background and experience
Caroline Chan is a Guernsey resident and brings over 30
years’ experience as a corporate lawyer, with expertise in
investment funds, mergers and acquisitions and banking
law. After studying law at Oxford University, Caroline
qualified as an English solicitor with Allen & Overy, working
in their corporate teams in London and Hong Kong. After
returning to Guernsey in 1998, Caroline qualified as a
Guernsey advocate and practised locally, including as a
partner with law firms Ogier and Mourant Ozannes, before
retiring from private practice in 2020. Since then, Caroline
has taken on non-executive directorship roles, including as
a member of the Guernsey Competition and Regulatory
Authority until March 2023. Caroline is also the Chair of the
Board of Governors of The Ladies’ College, Guernsey.
Contribution to NBPE
Ms. Chan brings additional expertise and perspective to
the Board, particularly in light of her experience with other
listed funds. Prior to her appointment, the Board believed
she would strengthen the Board’s overall governance and
oversight capabilities, and her appointment was an
important addition to the Board succession planning.
Other public directorships
BH Macro Limited and NextEnergy Solar Fund Limited.
M
M
A
A
N&R
N&R
Background and experience
Louisa Symington-Mills has extensive experience of the
listed private equity sector. She was a listed alternative
investment funds equity research analyst at Royal Bank
of Scotland and Jefferies, with a particular focus on listed
private equity investment companies. She has played a
key role in increasing awareness and understanding of
listed private equity.
She subsequently became chief operating officer at
LPEQ (now part of Invest Europe), an international
association of listed private equity companies, and is
now an award-winning entrepreneur. Ms Symington-Mills
began her career at M&G Investment Management in
2003 and has an English Literature degree from the
University of Durham.
Contribution to NBPE
Ms Symington-Mills’ experience in listed private equity,
and as a research analyst, provides a depth of insight to
the Board during meetings. Her input is particularly valued
during discussions with the Company’s corporate brokers
and other investor relations advisers.
Other public directorships
Ms Symington-Mills has no other public company
directorships.
Background and experience
Pawan Dhir has over three decades of global experience
in finance in private equity, as well as the wider asset and
wealth management sectors. He has held a number of
leadership positions in finance, audit, risk management
and valuations, including specialising in the valuation of
unquoted shares and securities.
Mr Dhir worked for UBS for nearly 25 years, where he was
latterly Managing Director and Global Head of Financial
Accounting & Controlling and was previously at Morgan
Stanley. He is a Fellow of the Institute of Chartered
Accountants in England and Wales, having qualified with
Coopers & Lybrand. Mr Dhir graduated from the University
of Manchester with a BSc in Physics. He is a non-executive
director and Audit Chair at the Royal Free London NHS
Foundation Trust and holds a number of Board Trustee
positions in the educational sector.
Contribution to NBPE
Mr Dhir has significant expertise in accountancy, finance,
valuation and risk management, as well as being an
experienced non-executive director and Audit Chair, all of
which are valuable to the Board, its committees and as
Chair of the Audit Committee.
Other public directorships
Mr Dhir has no other public company directorships.
LOUISA SYMINGTON-MILLS
Independent Director
PAWAN DHIR
Independent Director
CAROLINE CHAN
Independent Director
Appointed 15 June 2021
Appointed 19 September 2023
WILKEN VON HODENBERG
Senior Independent Director
Appointed 21 March 2019
Appointed 18 September 2025
M
A
N&R
M
A
N&R
The Board
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Induction and training
Directors are provided, on a regular basis, with
key information on the Company’s policies,
regulatory requirements and its internal controls.
Regulatory and legislative changes affecting
Directors’ responsibilities are advised to the
Board as they arise, along with changes to best
practice by, among others, the Company
Secretary and the Auditors. Advisers to the
Company also prepare reports for the Board
from time to time on relevant topics and issues.
In addition, Directors attend relevant seminars
and events to allow them to refresh their skills
and knowledge and keep up with changes within
the investment company industry.
When a new Director is appointed to the Board,
they are provided with relevant information
regarding the Company and their duties and
responsibilities as a Director. In addition, the
new Director also spends time with
representatives of the Company Secretary,
the Investment Manager and other key service
providers in order to learn more about their
processes and procedures.
The induction process covers a number of key
business areas and teams, including: meetings
with the Board and Chairman to discuss the
Company’s business, operations and
governance; meetings with the Company’s
Investment Manager to look at the Company’s
portfolio, investment management and
operations; meetings with the Company’s
administrator to discuss legal and regulatory
obligations and requirements, processes and
governance generally; meetings with the
Company’s corporate brokers to discuss
The Company is also subject to the Alternative
Investment Fund Managers Directive (“AIFMD”)
and under the Investment Management
Agreement, the Investment Manager acts as
NBPE’s AIFM.
Composition and
independence
The Board currently comprises six Non-
Executive Directors. As outlined in the NBPE
2024 Annual Report, the Directors noted the
size of the Board may increase to allow for a
handover period prior to Trudi Clark’s retirement
at the 2026 AGM. On 18 September 2025,
Caroline Chan was appointed to the Board
as an independent Director, which temporarily
increased the size of the Board from five to
six Directors.
The Board regularly reviews the independence
of its members and, having due regard to
the definitions and current guidelines on
independence under the AIC Code, considers
all Directors to be independent, and confirms
that the Chairman was independent on
appointment and has remained so during
his tenure.
investor perceptions, capital markets, and the
development of the Company’s shareholder
base; and meetings with the Company’s
Auditors, PR and marketing advisers.
The Board provides appropriate training to new
Directors, which includes training on their
duties, including those under Section 172 of the
UK Companies Act 2006, and under the
Companies (Guernsey) Law, 2008 (as
amended), and provides refresher courses
from time to time. When a new Director joins
the Board, they receive training, including
details of regulatory and legal duties as a
director of a Guernsey domiciled investment
company listed on the Main Market of the
London Stock Exchange. Furthermore, the
Chairman reviews the training and
development needs of each Director during
the annual Board evaluation process.
Performance evaluation
and effectiveness
In accordance with Provision 26 of the AIC
Code, the Company undergoes an annual
evaluation of the Board’s performance, its
committees, the Chairman and the individual
Directors. An external evaluation takes place
every three years. In other years, the process
takes place in the form of questionnaires and
discussion. Both the internal and external
annual evaluation help ensure that the Board’s
operations remain aligned with the culture,
purpose and values of the Company, and help
identify areas for improvement. The Senior
Independent Director leads the appraisal of the
Chairman’s performance.
Corporate
governance
The Directors are committed
to robust standards of corporate
governance.
The Board of NBPE has considered the
principles and provisions of the AIC Code,
which addresses the principles and provisions
set out in the UK Corporate Governance Code
(the “UK Code”), as they are relevant to an
investment company. The Board considers
that reporting against the principles and
provisions of the AIC Code, which has been
endorsed by the Guernsey Financial Services
Commission, provides more relevant
information to NBPE’s shareholders.
The AIC Code is available on the AIC website
(www.theaic.co.uk). It includes an explanation
of how the AIC Code adapts the principles and
provisions set out in the UK Code to make them
relevant for investment companies.
Further information on the Company’s
compliance with the AIC Code can be found
on page 68.
Corporate governance
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During the year, the performance of the Board,
Committees, and individual Directors was
evaluated through an assessment process led
by an external facilitator, Fletcher Jones Ltd.
Fletcher Jones has not provided any other
services to the Company and does not have any
other commercial connections to NBPE or
Neuberger. This review is the second that
Fletcher Jones has conducted for the Company.
The review process was tailored to the specific
environment, operating style and strategic
goals and challenges faced by the Company.
It involved each Director completing a
questionnaire, followed by private one-to-one
conversations between the external reviewer
and each Director and with the Company’s
Investment Manager, and the Company
Secretary. The reviewer also observed an
in-person Board meeting, as well as the
meetings of the Audit Committee,
Management Engagement Committee and
Nominations & Remuneration Committee
(“NRC”). The anonymity of the respondents was
ensured throughout the process, in order to
promote an open and frank exchange of views.
The external reviewer provided a formal report
of their findings, which was considered by the
Board. The report presented an objective view
on the current working of the Board as a whole
as well as the quality of contributions made by
individual Directors. The intention of the review
process was to further strengthen the working
of the Board by providing an opportunity for the
objective consideration of the Board’s
strengths and current skills, any areas for
further development, and any potential gaps in
its composition. The report also considered the
challenges, opportunities and strategic
direction of travel anticipated over the near to
medium-term.
The report’s finding noted that the Board of
NBPE, and each Committee operates well with
skill and focus on all the areas of importance.
The main theme coming through this
evaluation is of a harmonious and supportive
Board with a genuinely good and positive
working relationship together with a highly
skilled, well-performing, and responsive
Manager. There is a full agenda of issues for
the Board to consider over the next 12 months,
including investor communications, continuing
to refine strategy, the Company’s share price
discount, maintaining investor confidence in
private equity, differentiating the Company,
navigating a difficult macro-economic
environment, and succession planning being
key themes.
The report further noted topics relating to
performance, and risk oversight are discussed
proactively. Finally, the report concluded that,
overall, all responses suggest that this is a
well-managed and effective Board.
Directors’ time commitments
At the time a new Director is appointed to the
Company, consideration is given to his or her
time commitments and availability in order to
fulfil the role. A schedule of each Director’s
appointments is tabled quarterly for each Board
meeting. In the year under review, all Directors
were considered to have sufficient time to
commit to their respective roles on the Board,
taking account of their external appointments.
Diversity and inclusion
The Board’s ongoing objective is to have an
appropriately diversified representation by
gender, ethnic background, skills and
experience. Details of the Directors’ wide range
of experience and skills which contribute
towards creating a balanced and inclusive
decision-making environment and overall
effective operation of the Board, can be found
in their biographies and in the skills matrix on
pages 49 and50.
The Board satisfies the requirements in the
UK Listing Rules to provide detail on whether
the Board has met with specific board diversity
targets, reflecting the recommendations set by
both the FTSE Women Leaders Review on
gender diversity and the Parker Review regarding
minority ethnicity representation on boards.
When selecting Board candidates, the NRC
typically will utilise external support to
conduct a search of potential candidates.
When using external search support, the NRC
instructs advisers to provide a longlist of
candidates reflecting diversity of gender,
ethnicity and professional background. The
NRC considers equal opportunity alongside
merit-based selection.
The Board currently has three female Directors,
making the gender balance 50% female and
50% male, and two Directors from a minority
ethnic background. As part of the Board’s
succession planning, which takes account of
future retirements of Directors and the skills
that they bring that will need replacement, the
Board appointed Caroline Chan as an
independent Director in September 2025,
temporarily increasing the size of the Board to
six Directors. The Board composition is
intended to decrease to five Directors following
a period of handover and Ms. Clark’s retirement
at the June 2026 AGM, consequently shifting
the gender balance back to 40% female and
60% male, still meeting the FTSE Women
Leaders target. The Board is cognisant that a
female Director does not currently hold one of
the senior positions (that are applicable to the
Company) of either the Chair or the Senior
Independent Director, but notes Trudi Clark
chairs two of the Company’s committees,
the Management Engagement Committee
and the Nomination and Remuneration
Committee. NBPE only has one other
committee, the Audit Committee.
Corporate governance
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Gender diversity
As at 31 December 2025
Director
Number
of Board
members
in scope
(Post AGM)*
Percentage
of the Board
(Post AGM)*
Number
of senior
positions on the
Board (CEO, CFO,
SID and Chair)**
Men
3 (3)
50% (60%)
3
Women
3 (2)
50% (40%)
2
Not specified/prefer not to say
0 (0)
0% (0%)
0
*
Following Trudi Clark’s retirement at the upcoming 2026 Company AGM, the number of male Board members will be three and
the number of female Board members will be two, corresponding to percentages of 60% and 40% respectively
**
As the roles of CEO and CFO are not applicable for investment trusts, this criteria cannot be met in full. The Company has
three committees, two of which are chaired by Trudi Clark.
Ethnic diversity
As at 31 December 2025
During the year, the Company met the Parker Review target of having a person from a minority
ethnic group on the Board.
Director
Number
of Board
members
in scope
(Post AGM)*
Percentage
of the Board
(Post AGM)*
Number
of senior positions
on the Board (CEO,
CFO, SID and
Chair) (Post
AGM)**
White British or other White (including minority white groups)
4 (3)
67% (60%)
5 (4)
Mixed/multiple ethnic groups
Asian/Asian British
2 (2)
33% (40%)
1 (1)
Black/African/Caribbean/Black British
Other ethnic group (including Arab)
Not specified/preferred not to say
*
Following Trudi Clark’s retirement at the upcoming 2026 Company AGM, the number of white Board members will be three and
the number of Asian Board members will be two, corresponding to percentages of 60% and 40% respectively
**
The data in the tables above was collected using a self-assessment questionnaire reflecting the categories set out in the
table, which each of the relevant individuals was requested to complete
The Board acknowledges the importance of gender and minority ethnic diversity within the
Boardroom. While all future appointments will be made based on merit, the consideration of the
Board’s diversity will form an integral part of succession planning. The Board’s long-term
succession plan takes account of future retirements of Directors upon reaching nine years of
service and the skills that they bring that will need replacement.
Tenure of Independent
Non-Executive Directors
Each Non-Executive Director is appointed by a
letter of appointment on an ongoing basis, and
shareholders vote on whether to elect/re-elect
him or her at every AGM. A Non-Executive
Director will only be proposed for re-election
at an AGM if the Board is satisfied with the
Non-Executive Director’s performance,
independence and ongoing time commitment.
The Board has adopted a policy on tenure that
is considered appropriate for an investment
company. The Board does not believe that
length of service, by itself, leads to a closer
relationship with the Investment Manager or
necessarily affects a Director’s independence.
The Board’s tenure and succession policy
seeks to ensure that the Board is well balanced
and will be refreshed from time to time by the
appointment of new Directors with the skills
and experience necessary to replace those lost
by Directors’ retirements. Directors must be
able to demonstrate their commitment to the
Company. The Board seeks to encompass past
and current experience of various areas
relevant to the Company’s business.
Tenure years
0–3 years
33%
4–6 years
17%
7+ years
50%
Chairman tenure policy
The Company’s policy is that the Chairman
should normally serve no longer than nine years
as a Director but, when it is in the best interests
of the Company, shareholders and
stakeholders, the Chairman may serve for a
limited time beyond that. Such circumstances
may include, but are not limited to, periods of
succession planning or to provide stability
during a period of major change in the
Company. In such circumstances, the
independence of the other Directors will ensure
that the Board as a whole remains independent.
Corporate governance
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The Senior Independent Director should
perform, where appropriate, the following
duties:
Duties relating to the Chairman
Work closely with the Chairman, serving as
a sounding board and providing support
through acting as an intermediary for other
Directors and shareholders by identifying
issues and trying to mediate and build
a consensus
Hold annual meetings with Non-Executive
Directors, to appraise the Chairman’s
performance and deliver feedback to
the Chairman
Duties relating to the Board
Ensure that the views of each Non-
Executive Director are appropriately
considered, provide a forum for confidential
discussions if their concerns are not fully
addressed by the Board, and have the
authority to call a meeting of the Non-
Executive Directors when necessary
Duties relating to shareholders
Be available to shareholders with unresolved
concerns and, when necessary, meet with
major shareholders to understand their
concerns and address issues
The SID Roles and Responsibilities Policy can
be found on the Company’s website.
Role of the Board
It is the responsibility of the Board to ensure that
there is effective stewardship of the Company’s
affairs. Strategic issues are determined by the
Board. A formal schedule of operational matters
reserved for the Board has been adopted in
order to enable it to discharge its
responsibilities, and enable Directors to have
full and timely access to relevant information.
The major duties and reserved powers of the
Board cover the Directors’ duties and statutory
obligations as well as strategic, financial and
shareholder matters and focus strongly on the
delegation, supervision, reporting, compliance,
monitoring and control responsibilities of the
Board. As such, the key responsibilities are to
exercise central management and control by
directing the Company in accordance with
agreed investment policy and applying
generally accepted standards of best practice
and principles of good governance, in the
interests of the protection of investors,
shareholders and all stakeholders.
The major duties of the Board include, but are
not limited to:
statutory obligations including review and
approval of annual and interim accounts,
dividends, the Company risk matrix,
circulars and shareholder announcements
making recommendations to shareholders
regarding changes to the Memorandum
and Articles of Incorporation, proposals
relating to the appointment of the auditors
and audit fee and all other matters
regarding major corporate issues
compliance with listing rules and guidelines
and continuing obligations as well as
applicable legislation and regulation
strategic and financial matters including
consideration of the Company’s mandate
and objectives, future strategy, investment
policy and guidelines
as the Company has no employees and
delegates its operations to third parties,
a key responsibility of the Board is the
oversight of its key service providers, in
particular its Investment Manager and
Administrators, to ensure that they deliver
services at the highest standard and also
have strong systems of internal control to
safeguard the assets of the Company
ensure that a framework for strong
corporate governance is in place which is
believed to be suitable for the Company.
Role of the Chairman
The Chairman leads the Board and is
responsible for ensuring that the Board
upholds a high standard of corporate
governance and operates effectively and
efficiently, promoting a culture of openness
and debate.
Role of Senior Independent
Director
The Senior Independent Director (“SID”) works
closely with the Chairman and ensures that
each of the Non-Executive Directors’ concerns
are heard, and is available to attend meetings
with major shareholders to understand
potential concerns.
Corporate governance
Board and committee
meetings
The Board meets quarterly to discuss
Company developments and ongoing
activities. Over the year, in addition to the
quarterly meetings, the Board also held various
ad hoc meetings to discuss documentation,
approve dividend payments and other matters.
The Board held detailed discussions and
reviews around the following matters:
Reviewing and evaluating the Company’s
capital allocation framework
Evaluating the level of capital return
including dividends and share buybacks
Reviewing the Company’s share price
discount to NAV on an absolute and
relative basis
Detailed review of the investment
portfolio and performance and financially
material environmental, social, and
governance monitoring
Discussions surrounding AIC cost
disclosures for Investment Trusts
Review of the Company’s investor relations
programme including updates and
feedback from investor meetings, events,
ongoing initiatives and communications
Reports from various Company service
providers and advisers
An update from the Investment Manager on
Neuberger’s information security
programme and security key risk indicators
Jefferies and Canaccord (previously a
Stiefel team), as joint Corporate Brokers
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The Investment Manager and the Company’s
Administrator furnish the Directors with
relevant materials, including investment
reports, risk analysis and other documents in
a timely manner prior to each Board meeting.
In addition, an agenda is circulated to the
Directors prior to the meeting, and the
Directors may consider additional topics for
discussion prior to each Board meeting.
Representatives from the Investment
Manager attend the meetings to report to the
Board on relevant matters regarding
investment performance and investment
activities. Other service providers to the
Company are invited to speak at Board
meetings on relevant matters, as necessary.
The quorum for any Board meeting is two
Directors but attendance by all Directors at
each meeting is strongly encouraged.
Flow of information
The Company places great emphasis on the
flow of information from the Investment
Manager to the Board, ensuring that the
Directors have relevant information to make
informed decisions for the benefit of the
shareholders. At Board and ad hoc meetings,
the Investment Manager provides the Board
with key information regarding the underlying
investments, ideas for new initiatives that will
help drive shareholder value, and feedback
from shareholders. This information assists the
Board’s evaluation of the Company’s key
performance indicators, found on pages 18 and
19 of the strategic report.
The Investment Manager’s reports to the
Board included:
Investment performance and portfolio
composition: performance of underlying
portfolio company investments as well as
analysis on the underlying portfolio
composition as a whole.
Portfolio liquidity position to assist in
decisions regarding dividends paid by the
Company as well as capital allocated to the
Company’s buyback programme as well as
the pacing of buybacks.
Company financial position and net asset
value: the Board reviewed the Company’s
liquidity position to assist performance of
the Company’s NAV. The Board also reviews
this information in relationship to the
Company’s share price to evaluate the
Company’s share price discount to NAV and
those of the Company’s peers.
Returns information: the Board evaluated
both the NAV per share return and the NAV
Total Return, including the Company’s
dividends.
In addition, the Board arranges for presentations
from the Company’s brokers and other advisers
and service providers on matters relevant to
the Company’s business. The Board maintains
regular contact with the Company’s service
providers, both formally and informally, to
ensure that they are updated on issues and
kept abreast of the latest developments.
The Board gives feedback on all relevant items
discussed to help achieve success for the
benefit of shareholders as a whole.
The Board recognises that much of the
decision making, particularly with respect to
underlying investments, is delegated to the
Investment Manager as per the Investment
Management Agreement; however, the Board
is responsible for oversight of the Investment
Manager and regularly reviews information to
ensure decisions are in line with the overall
strategy set by the Board. In addition to the
regular updates from the Investment Manager,
the Board conducts a detailed annual review of
the investment portfolio.
Corporate governance
Regarding the Chairman’s attendance at the
Audit Committee meetings, the Board is
satisfied that the Chairman’s membership
does not impair the Chairman’s independence
or ability to challenge management, and that
appropriate safeguards, including the
appointment of an independent Audit
Committee Chair, ensure the continued
integrity of the Committee’s oversight.
Company Secretary
The Directors also have access to the advice
and services of the Company Secretary, Oak
Fund Services (Guernsey) Limited, which is
responsible to the Board for ensuring the timely
delivery of information and reports, and for
ensuring that statutory obligations of the
Company are met.
Director
Board
meeting
Audit
Committee
MEC
NRC
William Maltby
4 (4)
n/a
1 (1)
2 (2)
Trudi Clark
4 (4)
3 (3)
1 (1)
2 (2)
Pawan Dhir
4 (4)
3 (3)
1 (1)
2 (2)
Caroline Chan*
1(4)
1(3)
1(1)
1(2)
Louisa Symington-Mills
4 (4)
3 (3)
1 (1)
2 (2)
Wilken von Hodenberg
4 (4)
3 (3)
1 (1)
2 (2)
Does not include ad hoc Board meetings
In the unlikely event of any Directors being unable to attend Board or committee meetings, the relevant Directors would be
contacted by the Chairman before and/or after the meeting to ensure they are aware of the issues being discussed and to obtain
their input.
* Caroline Chan was appointed to the Board on 18 September 2025
The table above conveys the number of Board and committee meetings attended and, in brackets,
the number of scheduled meetings.
NB Private Equity Partners Annual Report 2025
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55
Director indemnity
To the extent permitted by the Companies
(Guernsey) Law, 2008 (as amended), the
Company’s Articles of Incorporation indemnify
the Directors out of the Company’s assets
from and against all liabilities in respect of
which they may be lawfully indemnified,
except for any liability (if any) as they shall incur
or sustain by or through their own wilful act,
gross negligence or default.
During the year, the Company has maintained
insurance cover for its Directors and officers
under a directors and officers liability
insurance policy.
Disclosures required under
UK LR 6.6.1R
There are no disclosures required under the
Financial Conduct Authority’s UK Listing Rule
6.6.1R which have not been disclosed
elsewhere in this report.
Conflicts of interest
The Company has adopted a Share Dealing
policy under the UK Market Abuse Regulation
(“UK MAR”) and Conflicts of Interest register
requiring Directors to disclose any conflicts of
interest, including those resulting from
significant shares held in the Company or an
investee company and other directorships,
shareholdings or historic employment linked to
the Investment Manager. The Share Dealing
policy is intended to ensure compliance by
persons discharging managerial
responsibilities with the dealing disclosure
requirements and dealing restrictions in
Article 19 of the UK retained law version of the
Market Abuse Regulation. A list of each
Director’s directorships is tabled at each
quarterly meeting and the Board considers any
potential arising conflicts at each Board
meeting held prior to proceeding with any
business. Currently there are no conflicts in
respect of any Director.
Anti-bribery and
corruption policy
The Investment Manager has processes in
place to ensure that bribery and corruption
do not take place within the Investment
Manager or the Company. These include
formal policies and regular training for all staff.
The Board has reviewed these processes and
found them adequate.
Environmental policy
Due to the Company’s Main Market listing on
the London Stock Exchange, the Company is
required to disclose its environmental policy.
As an investment company, NBPE is not
required to report against the Task Force on
Climate-related Financial Disclosures (“TCFD”)
framework; however, understanding and
managing climate-related risks and
opportunities based on the TCFD’s
recommendations is part of the Investment
Manager’s Responsible Investment Policy.
Further information on the social and
environmental policies of the Investment
Manager can be found on the Company’s
website –
https://www.nbprivateequitypartners.com/
en/responsible-investing
Whistleblowing policy and
arrangements
The Board and the Audit Committee have been
made aware of the processes the Investment
Manager has in place to ensure that staff of the
Investment Manager may in confidence raise
concerns about possible improprieties in
matters of financial reporting or other matters
and ensure that arrangements are in place for
the proportionate and independent
investigation of such matters and follow-up
action. The Investment Manager has
established and implemented processes.
These include formal policies and regular
training for all staff. The Board was satisfied
that the processes in place are appropriate.
Board committees
The terms of reference for all committees
described below are available on the
Company’s website.
Management Engagement
Committee
Details of the composition of the Management
Engagement Committee can be found on
page 48. The MEC meets at least once a year
pursuant to the committee’s terms of
reference, and at other times as required
by the Board. The MEC is comprised of the
entire Board.
The principal duties of the MEC are to:
review the terms of the Investment
Management Agreement, as well as any
other key service providers
propose any changes to the terms of the
Investment Management Agreement, or
that of any other key service provider
agreement that it considers necessary and
desirable as a result of its review
review the fees payable to the Investment
Manager to ensure that it does not
encourage excessive risk and that it rewards
demonstrable superior performance
review the overall performance of the
Investment Manager and other key service
providers
satisfy itself that the duties of the parties as
set out in the relevant agreements are being
performed as required
consider any changes proposed by the
parties to the terms of the relevant
agreements and to review, at the intervals
provided for in the agreements, the amount
and terms of payment of the parties’
remuneration
consider any specific matters relating to the
engagement of the parties which the Board
may request
report to the Board on its conclusions and
to make recommendations in respect of any
matters within its remit
ensure that service providers are not
operating conflicts of interest in
accordance with Authorised Closed-Ended
Investment Schemes Rules.
Corporate governance
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56
The Company has agreements with service
providers, the following of which are
considered significant:
NB Alternatives Advisers LLC, as
Investment Manager, pursuant to an
Investment Management Agreement
MUFG Capital Analytics LLC, as U.S.
Administrator
Oak Fund Services (Guernsey) Limited,
as Company Secretary and Guernsey
Administrator
MUFG Corporate Markets, as Registrar
Bank of New York, as Depositary
Bank of America Merrill Lynch (cash
custodian), U.S. Bank (cash & securities
custodian), and Neuberger (securities
custodian), together as Custodians
Jefferies and Canaccord, as joint Corporate
Brokers
Herbert Smith Freehills Kramer and Carey
Olsen, as Legal Counsel
Kepler Partners, as Investor Marketing
Adviser
PricewaterhouseCoopers Dallas, as Tax
Adviser
Friend Studio, as Annual Report Designer
Hardman & Co, as Research & Consulting
Adviser
Information regarding the consolidated fees
paid to service providers can be found in
Note 10 to the Financial Statements.
During 2025, the MEC conducted reviews of
key service providers, including the Investment
Manager, to ensure terms of the contract are
executed and remain in the best interest of
shareholders. The MEC invited each of the key
service providers, through a questionnaire, to
give the Board a self-assessment review of
their performance during the year, in addition to
providing information, and relevant policies,
regarding effective internal controls,
appropriate disaster recovery/business
continuity arrangements, technology to
maintain information security and client
confidentiality, compliance with anti-bribery
and corruption laws, details on the prevention
of the facilitation of tax evasion, compliance
with data protection legislation, their
organisation’s environmental, social, and
governance considerations, and any details
regarding cyber attacks. The MEC reviewed each
of the questionnaires and held a discussion
regarding the performance of each of the
Company’s key service providers, level of service
and service contracts. Following this discussion
in December 2025, the MEC was satisfied with
the service providers’ internal controls and the
level of service the Company was receiving from
each of the key service providers.
Audit Committee
Details of the composition of the Audit
Committee can be found on page 48. All
Directors on the committee bring relevant
experience and perspectives; the composition
of the Audit Committee is considered
appropriate for the Company’s size and
strategy. Details of the role of the Audit
Committee can be found in the Audit
Committee Report on page 66.
A full copy of the Audit Committee terms of
reference are available on the Company’s
website and from the Company Secretary.
Nomination and
Remuneration Committee
Details of the composition of the Nomination
and Remuneration Committee can be found on
page 48. The NRC is comprised of the entire
Board. The Board has elected to combine the
nomination and remuneration duties into a
single committee, as the Board believes these
topics and responsibilities are interrelated and
leads to more thoughtful discussions and better
decision making. The Board believes having the
views of all Directors on these matters is
particularly important as each Director brings
a unique set of skills and knowledge.
The duties and responsibilities of the
committee are summarised below:
Nomination
Identifying and nominating, for approval
by the Board, suitable candidates to fill
Board vacancies
Considering the services of external
advisers to facilitate a Director search
To review regularly the Board structure,
taking into consideration the skills,
knowledge, diversity and experience of
the Board
To review the results of the annual Board
evaluation process
To review annually the time requirements
from the Non-Executive Directors
Succession planning
Remuneration
To agree and determine the remuneration
of the Chairman and Non-Executive
Directors while ensuring that no Director is
involved in any decisions regarding their
own remuneration and taking into
consideration all relevant legal and
regulatory compliance
To obtain reliable and up-to-date
information regarding remuneration in other
comparable companies
To review and consider any additional ad hoc
payments in relation to duties undertaken
over and above normal business
Further details of the committee’s activities
can be found in the Remuneration report on
pages 63 to 65.
Corporate governance
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Internal controls
The Board, as advised by the Audit Committee,
monitors the risks facing the Company and the
controls put in place to help mitigate those
risks. The Company itself has no premises nor
employees, and operates by delegating
functions to service providers subject to the
oversight of the Board. Further details on the
assessment of the internal controls of the
service providers can be found on page 68.
In line with the Financial Reporting Council
(“FRC”) guidance, the Audit Committee keeps
under review the need for an internal audit
function. The Audit Committee is satisfied that
the systems of internal control of the Company,
the Investment Manager and the Administrators
are adequate to fulfil the Board’s obligation in
this regard, and that currently an internal audit
function is not necessary.
Purpose and culture
The Company’s purpose is to give shareholders
access to the long-term returns available from a
portfolio of direct investments in attractive
private companies by leveraging the strength of
the Neuberger global platform, while investing
responsibly to create value for stakeholders.
The Directors believe that maintaining a healthy
corporate culture among the Board and in its
interaction with the Investment Manager,
shareholders and other stakeholders will
support the delivery of the Company’s purpose,
values and strategy. As part of this, the Board
recognises the importance of ensuring that the
Board’s culture and that of the Investment
Manager are aligned.
The Board, together with the Investment
Manager, promotes and facilitates a strong
culture of communication, respect and trust
through ongoing dialogue and engagement
with its service providers. The Board maintains
a high level of professional and personal
respect with the Company’s service providers.
As the Company has no employees and acts
through the Investment Manager, the Board
continues to monitor culture on an ongoing
basis via feedback from shareholders, the
Investment Manager or input from other
advisers. Culture is embedded in the Board’s
agreed expectations of the Investment
Manager and other key service providers
through service quality, transparency,
escalation and responsible investment
practices. The Board monitors culture using
service provider self evaluation questionnaires,
incident reporting, direct reports of the service
providers to the Board, shareholder feedback
and direct observations. Matters are escalated
to the Board promptly where incidents are
material (or have the potential to become
material). When this happens, the Board agrees
actions with timelines and tracks completion.
In terms of the culture of the Board, the
Directors seek an open and robust dialogue to
ensure various views are considered and that
all members of the Board are able to draw on
their individual experiences and make relevant
contributions to discussions. The Board adopts
a healthy corporate culture where views can be
articulated and challenged and where
decisions can be made after considering the
key facts and a constructive dialogue.
During the year, culture and diversity of the
Board were strengthened with the addition of
Ms. Chan as an independent director. For Board
appointments, the NRC requests external
search firms (where used) to present diverse
longlists of candidates, considering equal
opportunity alongside merit-based selection.
There were no other material culture-related
issues identified during the year.
As part of this culture, the Board and Investment
Manager believe responsible investing is an
important part of operating in today’s society
and assessing overall investment risk and
opportunities (see page 32). For more
information on the Company’s Responsible
Investment policy, please refer to the
Company’s website.
Stakeholder engagement
NBPE’s Section 172 statement, which details
engagements with stakeholders during the
year, can be found on pages 37 to 39.
Shareholder communication
and Engagement
The Board welcomes shareholders’ views and
places great importance on communication
with the Company’s shareholders.
Both the Company’s Annual Report and
consolidated financial statements, containing
a detailed review of performance and of
changes to the investment portfolio, and
monthly factsheets with details of the
Company’s strategy and performance, the
financial position of the Company and the
underlying diversification of the portfolio,
are made available to investors through the
Company’s website. Investor presentations
are also available on the Company’s website.
A structured programme of shareholder
presentations by the Investment Manager to
institutional shareholders takes place
following the publication of the Annual Report
and quarterly updates. In addition, the
Chairman and the Board members are
available to meet shareholders.
NBPE also holds an annual Capital Markets
Day. Last year’s event was held in person in
London on 6 November 2025 to update
shareholders and research analysts on the
Company’s performance and investment
activities during the year.
The Company maintains a website which
contains comprehensive information. Detailed
information is presented on the Company’s
investment strategy, share information, the
Investment Manager’s platform and team,
insights from the Investment Manager’s team
of investment professionals, and investment
performance, as well as an investor centre,
which has a library of all publications and details
of how to register for Company notifications.
A list of the Company’s major shareholders is
reviewed at each quarterly Board meeting.
William Maltby
Chairman
24 April 2026
Corporate governance
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Purchase of shares
The Company is authorised, in accordance with
Section 315 of the Companies (Guernsey) Law
2008, as amended (the “Companies Law”),
subject to the UK Listing Rules made by the
United Kingdom Financial Conduct Authority
and all other applicable legislation and
regulations, to make market acquisitions (within
the meaning of Section 316 of the Companies
Law) of its own Class A Shares (as defined in the
Company’s Articles of Incorporation), which
may be cancelled or held as treasury shares,
provided that:
i.
the maximum number of Class A Shares
authorised to be purchased under this
authority shall be 6,834,342 Class A Shares
(being 14.99%. of the Class A Shares in issue
(excluding Class A Shares held in treasury))
as at 12 June 2025
ii.
the minimum price (exclusive of expenses)
which may be paid for a Class A Share
is $0.01
iii. the maximum price (exclusive of expenses)
which may be paid for a Class A Share shall
be not more than an amount equal to the
higher of: (a) 5% above the average
mid-market value of the Class A Shares on
the regulated market where the repurchase
is carried out for the five business days prior
to the day the purchase is made; and (b) the
higher of (i) the price of the last independent
trade and (ii) the highest current
independent bid price, in each case on the
regulated market where the purchase is
carried out
Political donations and policy
The Company does not pay any political
donations in cash or in-kind.
Directors
Details of the Directors can be found on
pages 48 to 50, including a list of other public
company directorships. The Directors review
their independence and offer themselves up
for re-election annually.
Detail of the Board’s Diversity Policy in its
consideration of any new or additional
Directors can be found on page 54 and on the
Company’s website.
Articles of Incorporation
Holders of the Company’s Class A Ordinary
Shares enjoy the rights set out in the
Company’s Articles of Incorporation and
the Companies (Guernsey) Law, 2008, as
amended. Holders of the Class A Ordinary
Shares have the right to receive notice of
general meetings of the Company and have
the right to vote at all general meetings.
The Company’s Articles of Incorporation
may be amended by special resolution in a
general meeting.
iv. such authority expires on the date which is
15 months from the date of passing of the
resolution or, if earlier, at the end of the
Company’s Annual General Meeting to be
held in June 2026 (unless previously
renewed, revoked or varied by the Company
by special resolution) save that the
Company may make a contract to acquire
Class A Shares under this authority before
its expiry which will or may be executed
wholly or partly after its expiration and the
Company may make an acquisition of
Class A Shares pursuant to such a contract.
The authority will only be exercised if the
Directors believe that to do so would be in the
best interest of shareholders generally. Any
shares purchased under this authority would be
at a discount to net asset value per share and
therefore accretive to the NAV per share for the
remaining shareholders.
Investment Manager
The Company is managed by NB Alternatives
Advisers LLC pursuant to an Investment
Management Agreement, dated 2 May 2017.
Subject to the Board’s overall strategic direction
and instructions, the Investment Manager
makes all of the Company’s investment
decisions. The Investment Manager has been
appointed since 2007, and remains appointed,
unless terminated by the Company with 30 days
prior written notice and approved by a
shareholder ordinary resolution or with
immediate effect under certain conditions.
Directors’
report
The Directors present their annual
financial report and consolidated
financial statements of NB Private
Equity Partners Limited and its
subsidiaries for the year ended
31 December 2025.
The Directors’ report should be read in
conjunction with the Strategic report (pages 1
to 44) and the Remuneration report (pages 63
to 65), which are incorporated here by
reference.
Principal activity
NBPE is a closed-ended investment company,
which invests in direct private equity-backed
companies, and is registered in Guernsey. The
Company’s registered office is Oak House,
Hirzel Street, St. Peter Port, Guernsey GY1 2NP.
The Company’s Class A Ordinary Shares are
listed and admitted to trading on the Main
Market of the London Stock Exchange under
the symbol “NBPE”, corresponding to the
Sterling and U.S. Dollar quotes, respectively.
Investment policy
The Company’s investment policy is set out
on page 62.
Directors’ report
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Financials
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59
If the Company terminates the Investment
Management Agreement without cause, the
Company shall pay a termination fee equal to:
seven years of management fees, plus an
amount equal to seven times the mean average
incentive allocation of the three performance
periods immediately preceding the termination,
plus all underwriting, placement and other
expenses borne by the Investment Manager or
affiliates in connection with the Company’s
Initial Public Offering. Furthermore, an event of
default is triggered if the Investment Manager
ceases to manage the Company. The
Investment Manager is responsible for the
day-to-day management of the Company,
sourcing, evaluating and making investment
decisions related to the Company, while
operating under the guidelines set by the Board.
The Investment Manager makes the decisions
regarding individual investments in line with the
investment strategy set by the Board and is
directly accountable to the Board for the
investment, financial and operating
performance of the Company. The Investment
Manager’s team of professionals is also
responsible for managing the Company’s
assets, including monitoring the Company’s
investment portfolio and assigning valuations
to the Company’s investments based on the
Company’s valuation methodology, which
can be found on page 107. The Investment
Manager leverages its team of dedicated
sustainable investing professionals to engage
on environment,social and governance related
issues. The Investment Manager is also
responsible for executing the Company’s
investor relations programme. The Board keeps
the performance of the Investment Manager
under regular review. The ongoing review of the
Investment Manager includes activities and
performance over the course of the year,
including, but not limited to, overall investment
performance, portfolio risk, cash flow
projections, assessment of internal controls,
fees payable by the Company to the
Investment Manager, as well as a review of the
Company’s peer group.
The Board believes the Investment Manager’s
experience, track record, team and platform is
advantageous to the Company and the
Investment Manager’s continued appointment
is in the best interest of shareholders.
Other service providers
Administrative and accounting services are
provided by MUFG Capital Analytics LLC,
as Administrator, with Oak Fund Services
(Guernsey) Limited, acting as Company
Secretary and Guernsey Administrator. The
Board has also appointed Bank of New York to
act as the Company’s Depositary (as required
by the AIFM Directive) (the “Depositary”)
subject to the terms and conditions of a
Depositary Agreement, dated 25 July 2007,
between the AIFM and the Depositary. Bank of
America Merrill Lynch, U.S. Bank and Neuberger
also perform custody functions for the
Company’s cash, and cash and securities.
Details of the Company’s service providers and
the Board’s engagement with them are set out
on pages 56 to 57.
Dividend policy
The Company instituted a policy of paying
dividends to shareholders in 2013. The
Company targets an annualised dividend yield
of 3.0% or greater on NAV, with the goal to
maintain or progressively increase the level of
dividends over time.
Dividends are paid in February and August, in
line with NBPE’s dividend target. Prior to each
dividend announcement, the Board reviews the
appropriateness of the dividend payment in
light of macroeconomic activity and the
financial position of the Company. In times of
extraordinary circumstances, the Board does
not guarantee a dividend, but rather evaluates
the suitability of a dividend payment based on
the magnitude of the situation.
Dividends are declared in U.S. dollars and
normally paid in pounds Sterling, but the
Company also offers both a currency election
for shareholders wishing to be paid in U.S.
dollars and a dividend re-investment plan for
shareholders who wish to re-invest their
dividends to grow their shareholding.
Results and dividends
The financial results for the year ended
31 December 2025 are included in the
consolidated financial statements, beginning
on page 79. As of 31 December 2025, the NAV
attributable to the Class A Shares was
$1,209.4 million (2024: $1,273.3 million),
which represents a decrease of $63.9 million
(2024: decrease of $32.2 million). On 14 January
2025, the Company declared the first semi-
annual dividend of $0.47 per share and on 4 July
2025 declared an interim dividend of $0.47 per
share. Both dividends were approved in line
with NBPE’s dividend policy and resulted in
total dividends of $0.94 per share ($43 million)
paid during 2025. Including the dividend
payment, the NAV Total Return for the year was
5.0% (2024: 1.5%), assuming the re-investment
of dividends on the ex-dividend date.
Fee analysis
NBPE’s rate of ongoing charges, as defined
by the AIC ratio, was 1.88% for the year ended
31 December 2025 (2024: 1.86%). The ongoing
charges were calculated in accordance with
the AIC methodology and exclude interest and
financing costs and other items not deemed to
be ongoing in nature, and therefore may differ
from the total expense ratio found in Note 12
of the consolidated financial statements on
page 101, which was prepared in conformity
with U.S. generally accepted accounting
principles (“GAAP”). The complete methodology
can be found on the AIC’s website.
Total ongoing expenses in 2025 were
$23.5 million (2024: $23.8 million), or 1.88%,
based on the average 2025 NAV. Note that
percentages of ongoing charges are based on
the average 2025 NAV and may differ from
contractual rates based on 2025 private equity
fair value. Other ongoing charges consisted of
fees and other expenses to third-party
providers for ongoing services to the Company.
In accordance with the AIC methodology,
the performance fee payable to the Investment
Manager is excluded from the calculation.
Directors’ report
NB Private Equity Partners Annual Report 2025
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Ongoing charge
Value
(
$
in m)
% Ongoing
charge
Management fee
$18.5
1.48%
US Administration fee
$1.3
0.10%
Other expenses
$3.8
0.30%
Total ongoing charges
$23.6
1.88%
Approximately 99% of the direct investment
portfolio (measured on 31 December 2025 fair
value) is on a no management fee, no carried
interest basis to the underlying sponsor.
At the Company level, NBPE’s management fee
is 1.5% of private equity fair value (payable
quarterly) and a 7.5% performance fee after
achieving a 7.5% hurdle rate and subject to a
highwater mark. There are no management or
performance fees related to investments held
for cash management purposes. The Directors
believe these fees are favourable relative to
other listed direct funds, which often carry
higher overall fee levels and listed fund of funds,
which typically have a double layer of fees
(charged at the vehicle level and underlying fund
level). The performance fee was last paid in 2021.
The Directors believe the fee efficiency from
the Company’s co-investment strategy
provides investors with diversified private
equity access at a lower total cost than most
other listed private equity vehicles.
Consumer Duty
The Financial Conduct Authority (“FCA”)
introduced a Principle for Businesses (Principle
12) on 31 July 2023, applicable to UK authorised
firms that “have a material influence over,
or determine, retail customer outcomes”
throughout the lifecycle of the products and
services that firms provide to customers.
The new principle and associated rules and
guidance are collectively known as the
Consumer Duty.
The Company is not an FCA authorised firm
and therefore not subject to the principle;
however, the Company is aware that underlying
distributors could fall within scope of the
Consumer Duty requirements. The Board
reviews annually the internal value assessment
undertaken by the Investment Manager.
Share capital
As at 31 December 2025, 43,280,496
Class A Shares were issued and outstanding;
3,150,408 treasury shares, representing 6.77%
of the Company’s issued share capital.
Please refer to Note 13 to the Consolidated
Financial Statements on page 101 for share
buybacks in 2026.
Major shareholders
As of 31 December 2025, insofar as is known
to NBPE, the shareholders below held, either
directly or indirectly, greater than 5.0% of the
Class A Shares in issue (excluding Class A
Shares held in treasury). Note that the amounts
below may have subsequently fluctuated after
31 December 2025:
Shareholder
Shares held
% Ownership
of Class A
Shares
Evelyn Partners Limited
3,654,665
8.4%
Quilter PLC
3,572,053
8.3%
Schroders PLC
3,499,303
8.1%
Risks and risk management
The Group is exposed to financial risks such as
price risk, interest rate risk, credit risk and
liquidity risk, and the management and
monitoring of these risks are detailed on the
Principal Risks and Uncertainties on pages 43 to
44 and in Note 11 to the Consolidated Financial
Statements on page 100.
Annual Report
After due consideration, the Board believes the
Annual Report including the Consolidated
Financial Statements, taken as a whole, are fair,
balanced and understandable, and is therefore
of the opinion that the Annual Report provides
the information necessary for shareholders to
assess the position, performance, strategy and
business model
of the Company.
The Board recommends that the Annual
Report, the Report of the Directors and the
Independent Auditor’s Report for the year
ended 31 December 2025 are received and
adopted by shareholders, and a resolution
concerning this will be proposed at the AGM.
Independent Auditors
The Directors will propose the reappointment
of KPMG Audit Limited as the Company’s
Auditors, and resolutions concerning this, and
the remuneration of the Company’s Auditors,
will be proposed at the AGM.
At the time that this report was approved,
so far as each of the Directors is aware:
there is no relevant audit information of
which the Auditors are unaware
each Director has taken all the steps they
ought to have taken to make themselves
aware of any audit information and to
establish that the Auditors are aware of
that information.
Annual General Meeting
The Company’s AGM will be held in Guernsey at
Oak House, Hirzel Street, St. Peter Port, GY1
2NP, Guernsey at 14.00 on 11 June 2026. Formal
notice will be sent to registered shareholders in
advance.
Subsequent events
Significant subsequent events have been
disclosed in Note 13 to the Consolidated
Financial Statements on page 101.
By order of the Board:
William Maltby
Chairman
24 April 2026
Directors’ report
NB Private Equity Partners Annual Report 2025
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Other
61
Diversification and
investment guidelines
The Company intends to maintain portfolio
diversification across some or all of the
following metrics: company, vintage year,
geography, industry and sponsor.
Diversification is dynamic and varies according
to where the most attractive opportunities
arise. However, no single exposure to an
investee entity will account for more than 20%
of the Company’s gross assets (as at the time
of making such investment).
Cash and short-term
investments
In addition to the investments referred to
above, the Company may also hold cash and
may temporarily invest such cash in cash
equivalents, money market instruments,
government securities, asset-backed
securities and other investment grade
securities, pending investment in private
equity-related assets or opportunistic
investments or otherwise for efficient portfolio
management. The Company may also utilise
(either directly or via investment in a collective
investment vehicle) the services of an affiliate
Investment policy
To achieve its investment objective, the
Company intends to maintain a diversified
portfolio of private equity-related assets
composed predominantly of direct private
equity investments. Direct private equity
investments are direct investments in
underlying private companies and are made
alongside private equity managers.
In addition, the Company may make other
opportunistic investments from time to time,
provided that such investments will account for
no more than 10% of the Company’s gross
assets at the time the opportunistic investment
is made without approval from a majority of the
Board and, in any event, no more than 20% of
the Company’s gross assets at the time the
opportunistic investment is made.
The Company’s investments can be made
across different levels of the capital structure
of investee entities. There are no restrictions
on the type or form of investments or securities
which the Company may hold. The Company
may make its investments either directly or
indirectly through intermediary holding vehicles
or collective investment vehicles (including
co-investment vehicles) managed by either
an affiliate of the Investment Manager or
third-party managers.
of the Investment Manager or a third party to
manage this excess cash. If a third party or an
affiliate of the Investment Manager is so
appointed, the Company may pay a market rate
for those services.
Investment restrictions
The Company will not invest more than 10%, in
aggregate, of its total assets in other UK-listed
closed-ended investment funds.
Investment objective
and policy
Investment objective
NBPE seeks capital appreciation through
growth in net asset value over time while
returning capital by paying a semi-
annual dividend.
The Company’s investment objective is to
produce attractive returns by investing mainly
in the direct equity of private equity-backed
companies while managing investment risk
through diversification across vintage year,
geography, industry and sponsor. The vast
majority of direct investments are made with no
management fee/no carried interest payable
to third-party private equity sponsors, offering
greater fee efficiency than other listed private
equity companies.
Investment objective and policy
NB Private Equity Partners Annual Report 2025
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Governance
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Other
62
existing Board members and prioritise skills
such as experience of private markets including
valuation techniques, audit and risk, listed fund
governance as well as environmental,
sustainable, governance.
No remuneration consultant had been
engaged during 2025 to assist the Board with
remuneration advisory; however, the Directors
did take into account a survey of Investment
Company Non-Executive Directors’ Fees
in 2025, published by Trust Associates, in
September 2025.
Details of the NRC’s activities during the year
can be found on page 63.
Components of annual
remuneration
The Company pays a fee to the Independent
Directors for their work related to the
Company’s business. The fees for the Directors
are determined within the limit set out in the
Company’s Articles of Incorporation. However,
the present limit is an aggregate of £450,000
per annum, following an ordinary resolution in
2023 approved by shareholders. This total limit
cannot be changed without seeking
shareholder approval at a general meeting.
The Committee also reviewed the additional
fees paid to the Chairman, the SID and to
Directors chairing the various committees in
2025. In particular, the Committee felt that the
fee paid to the Chairman was not reflective of
the time demanded for the role or market
trends. Equally it was felt appropriate to award
an additional fee for chairing the Nomination
and Remuneration and Management
Details on the NRC’s responsibilities can be
found on page 54 and 55. During a
remuneration review, the NRC takes into
account the time commitments and
responsibilities of the Directors and other
factors which it deems necessary, including the
recommendations of the AIC Code and any
relevant legal requirements. The NRC also
takes into consideration relevant remuneration
data collated in respect of comparable
companies. The NRC meets once per year and
reports to the Board on all matters within its
duties and responsibilities. The Company’s
remuneration policy is available on the
Company’s website.
During 2025, the NRC engaged an external
search consultant to provide a list of potential
candidates and conducted interviews with a
number of individuals. Following a thorough
process and discussion, the NRC
recommended to the Board the appointment
of Caroline Chan as an independent director.
This appointment was made in-line with
succession planning, ahead of Trudi Clark’s
retirement at the 2026 AGM. As part of overall
succession planning, over the next two years,
the NRC expects two retirements consistent
with the nine-year guideline. As part of the
Board transitions, the NRC expects to focus on
candidates with complimentary skillsets to
Engagement committees, given the additional
time commitment required for this role. The
additional fees paid to the Chairman of the Audit
Committee and the SID remain unchanged.
The fees, which are subject to an annual
increase based on the rise in the Guernsey
Retail Price Index (“GRPI”), subject to a 1% per
annum minimum, are paid quarterly in arrears.
For the 12 months to 31 December 2025, the
GRPI was 3.3%, compared with 4.6% in 2024.
When considering the basis for 2026 fees the
Committee considered the general market
trends in directors’ fees as well as the
increasing time commitments required from
directors from increasing regulatory and
governance demands. However, the
Committee felt this had to be balanced against
the general market conditions and the fact that
Directors’ remuneration was subject to a very
detailed review in 2024. The NRC also noted the
inflationary trend seemed to be flatlining and
that current remuneration is reflective of listed
private equity, albeit towards the top end for
the investment company sector. Nevertheless,
the NRC believed the current fees allowed the
Company to attract the high quality non-
executive directors and that this was
particularly important during a period of board
refreshment. The NRC decided, after thorough
discussion, to propose an increase of 2.75% to
the Director based non-executive fee of
£61,043 rather than the full GRPI award of 3.3%.
Directors are not entitled to any bonus,
long-term incentive plans or other benefits.
Remuneration
report
The Nomination and
Remuneration Committee assists
the Board with nomination and
remuneration duties.
Remuneration report
NB Private Equity Partners Annual Report 2025
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Governance
Financials
Other
63
In respect of 2026, the following additional
fees (above the base non-executive fee) are:
Premium for Chairman
£36,600
Premium for Senior Independent
Director
£5,700
Premium for Chairman of the Audit
Committee
£12,500
Premium for Chairman of Nomination
and Remuneration Committee
£2,825
Premium for Chairman of
Management Engagement
Committee
£2,825
The below table reflects actual fees paid for
2025 and 2024 and the expected fees for 2026
(using an increase of 2.75% versus the GRPI
rate of 3.3% as at 31 December 2025) and the
additional fees noted above:
2026
2025
2024
Chairman
£99,322
£96,744
£94,847
Chairman of
the Audit
Committee
£75,222
£72,264
£70,847
Senior
Independent
Director
£68,422
£66,654
£65,347
Chairman of the
NRC and MEC
committees
£68,372
£66,654
£65,347
Non-Executive
Directors
£62,722
£61,044
£59,847
Subsidiary
appointments
£18,091
£11,739
£11,509
Directors’ appointment
The Company’s Memorandum and Articles of
Incorporation provides the requirements of the
Company regarding the appointment and
removal of Directors, a copy of which is
available for inspection from the Registered
Office of the Company. No Director has a
service contract with the Company.
Notice period
There is no Director resignation notice period
stipulated within the Company’s Articles of
Incorporation; any Director may resign in writing
to the Board at any time.
Statement of consideration
of conditions elsewhere in
the Company
The Company does not have any operations.
As a result, the Board does not consider pay
and employment conditions of any employees.
Given that the Company has no executive
directors and no employees, Directors are
remunerated solely on fixed fees. In addition,
the Company does not have ‘senior
management’ roles in the conventional sense;
the disclosures above therefore focus on the
Board and applicable board leadership
positions. Furthermore, provisions relating to
variable executive pay (including malus and
clawback) are not applicable to the Company’s
remuneration structure. Accordingly, the
Board’s safeguards instead include transparent
fee benchmarking, a clear committee process,
and a policy that no Director participates in
decisions regarding their own remuneration.
Directors’ remuneration and
aggregate shareholder
distributions
The table below compares the total Directors’
remuneration paid with total distributions to
shareholders for the years ended 31 December
2025 and 2024. While this disclosure is a
statutory requirement, the Directors view this
as not a meaningful comparison as the
Company has no operations, and therefore,
no employees and the Company’s objective is
long-term NAV growth over time, of which
dividends form only a portion of shareholders’
overall return.
2025
2024
Directors’
remuneration
$
570,814
$548,273
2025
2024
Dividends paid
$
43,111,732
$43,597,353
Share buybacks
$
59,679,425
$5,418,037
Total shareholder
distributions
$
102,791,157
$49,015,390
Remuneration report
Remuneration by Director
and year
2025
2024
William Maltby
£96,744
£94,847
Trudi Clark*
£72,413
£70,101
Pawan Dhir
£73,067
£59,847
Caroline Chan**
£17,417
n.a.
Louisa
Symington-Mills
£61,043
£59,847
Wilken von
Hodenberg
£66,654
£65,347
Total
£425,759
£372,690
The Chairman of the Board, William Maltby, was
the highest paid Director for the year 2025.
*
Trudi Clark was also a director of the Guernsey subsidiaries
and received a fee of £5,869 which is included in the totals
above. John Falla, who retired from the Company’s board
at the 2025 AGM, remained a director of the Guernsey
subsidiaries as of 31 December 2025 and received a fee
of £5,869 related to those directorships.
**
Caroline Chan was appointed to the Board on
18 September 2025
NB Private Equity Partners Annual Report 2025
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Governance
Financials
Other
64
Performance graph
In setting the Directors’ remuneration,
consideration is given to the size and relative
performance of the Company. A performance
graph which measures the Company’s Total
Shareholder Return (share price and dividends)
(“TSR”) over the period from 31 December 2015
against that of a broad equity market index is
shown below. This is calculated by reference to
the Company’s share price including dividend
re-investment.
Resolution to approve
Directors’ remuneration
While Guernsey-registered companies are not
obliged to prepare and publish a Directors’
Remuneration report, an ordinary resolution will
be put to the shareholders seeking approval of
the Remuneration report within the Annual
Report; this vote will be advisory only, but the
Directors of the Company will take the outcome
of the vote into consideration when reviewing
and setting the Directors’ remuneration.
The Directors’ Remuneration report for the year
ended 31 December 2024 was approved by
shareholders at the AGM held on 12 June 2025
and the votes cast by proxy were as follows:
Remuneration report
For (including discretionary)
29,157,113 votes
Against
14,774 votes
Withheld
33,314 votes
Statement of consideration
of shareholder views
The Board noted that 99.95% of shareholders
voted in favour of the Directors’ Remuneration
report at the AGM held in 2025.
On behalf of the Board:
Trudi Clark
Nomination and Remuneration Committee Chairman
24 April 2026
Total Shareholder Return
0
2015
2016
2017
2018
2019
2020
2021
2022
NBPE Total Shareholder Return
FTSE All-Share Total Return
400
300
200
100
2023
2024
2025
Shareholdings of the
Directors
There is no requirement under the Company’s
Articles of Incorporation or the terms of their
appointment for the Directors to hold shares in
the Company. The Directors’ interests in Class
A Shares of $0.01 each as at 31 March 2026
were as follows:
31 March
2026
2025
2024
William Maltby**
25,556
24,967
24,390
Trudi Clark
7,680
7,680
7,680
Pawan Dhir
4,400
4,400
1,600
Caroline Chan
-
-
-
Louisa
Symington-Mills
3,950
3,300
1,350
Wilken von
Hodenberg*
99,425
99,425
99,425
*
Total includes a closely associated person related to
Wilken von Hodenberg who holds 49,712.5 shares of
the Company
**
Total includes a closely associated person related to
William Maltby who holds 5,995 shares of the Company
Remuneration report
NB Private Equity Partners Annual Report 2025
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Other
65
Role of the Audit Committee
The Audit Committee assisted the Board in
carrying out its responsibilities in relation to
the financial reporting requirements, risk
identification and management, and the
assessment of internal controls. It also
managed the Company’s relationship with
KPMG Audit Limited (“KPMG”, or the “Auditor”).
The Audit Committee also monitors the
compliance of the Company with its published
Responsible Investment Policy, as reported by
the Investment Manager.
The primary function of the Audit Committee is
to provide oversight and reassurances to the
Board, specifically with regard to:
the Company’s financial reporting, including
finalisation of its Annual Reports
audit arrangements, including competency
and independence of the external Auditors
risk management, including identifying and
managing the Company’s principal risks
internal controls
the Company’s governance framework.
The Audit Committee’s terms of reference,
when considered in their entirety, encompass
the full range of areas set out within the FRC
guidance “Audit Committees and the External
Audit: Minimum Standard.” In preparing this
report, the Audit Committee has had regard to
that FRC guidance, which is broadly
summarised as the Committee doing the
following:
leads the external audit tender process;
oversees the independence, objectivity
and effectiveness of the external auditor;
manages non audit services relationships;
engages with shareholders where
appropriate on audit matters;
ensures the auditor has full access to
information (note that there is currently no
disclosure to that effect);
invites and responds to audit challenge; and
reports to the Board on how it has
discharged these responsibilities.
Composition of the
committee
Details of the composition of the Audit
Committee can be found on page 48.
Committee meetings
The Audit Committee meets at least three
times a year and met three times in 2025.
All committee members were present at these
three meetings. Only members and the
secretary of the Audit Committee have the
right to attend Audit Committee meetings.
However, the Chairman of the Board and
representatives of the Investment Manager
and the Administrator are invited to attend Audit
Committee meetings on a regular basis, and
other non-members may be invited to attend all
or part of the meeting as and when appropriate
and necessary. The Company’s independent
Auditor, which is currently KPMG, is also invited
on a regular basis. The Audit Committee
determines, in conjunction with the independent
Auditor, when to meet with the Auditor.
Meetings of the Audit Committee generally
take place prior to the Company Board meeting
and the committee reported to the Board as
part of a separate agenda item, on the activities
of the Audit Committee and matters of
particular relevance to the Board in the conduct
of their work.
The Audit Committee meets with the
independent Auditor without the Investment
Manager and Administrator present to seek
their views on the quality of the control
Report of the
Audit Committee
PAWAN DHIR
Audit Committee Chairman
Appointed 12 June 2025
I was satisfied with
the level of work in
relation to the
preparation of the
consolidated
financial statements.
Report of the Audit Committee
NB Private Equity Partners Annual Report 2025
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Other
66
environment and the processes around the
preparation of the financial statements.
Key areas of focus
During 2025, the Audit Committee was involved
with monitoring valuations and evaluating the
Company’s capital position and key financial
ratios. In addition, the Audit Committee
reviewed valuation analysis prepared by the
Investment Manager on a quarterly basis,
which includes cash flow forecasts and the
performance of the underlying investments.
Such information is used to evaluate the impact
on the Company’s capital structure and capital
allocation framework. The Audit Committee
also reviews the financially material
environmental, social and governance
characteristics of the portfolio as reported by
the Investment Manager.
The Audit Committee also conducted a review
of auditor independence and effectiveness,
and reviewed the full-year audit plan with the
Investment Manager and KPMG. In addition,
the Audit Committee reviewed and held
detailed discussions on the Annual Report and
consolidated financial statements including a
robust assessment of the principal risks, as well
as reviewing and challenging the viability
analysis before its approval.
Given the Company’s outsourced operating
model, the Audit Committee also considered
controls and assurance related to key third-
party service providers that support financial
reporting and valuation processes.
The key areas of focus for the committee for
the year 2025 are as set out in the next sections:
Financial statements and
reporting matters
The Audit Committee reviews with the
Investment Manager, U.S. Administrator and
KPMG the appropriateness of the interim and
annual financial statements. The committee
focuses on, among other matters:
the quality and acceptability of accounting
policies and practices
the clarity of the disclosures and
compliance with financial reporting
standards and relevant financial
governance reporting requirements
material areas in which significant
judgements have been applied or where
there has been discussion with KPMG
whether the Annual Report and
consolidated financial statements, taken
as a whole, are fair, balanced and
understandable and provide the
information necessary for shareholders
to assess the Company’s performance,
business model and strategy
any correspondence from regulators in
relation to financial reporting
To aid its review, the Audit Committee
considered reports from the Investment
Manager, U.S. Administrator, the Company
Secretary, and also reports from the
independent Auditor on the outcomes of their
half-year review and annual audit.
During the year, the Audit Committee reviewed
the Company’s 2024 Annual Report and its
interim financial statements for the period
ended 30 June 2025 (the “Interim Financial
Statements”) before recommending approval
to the Board. The committee considered the
Interim Financial Statements and the 2024
Annual Report to be fair, balanced and
understandable, and provided the Company’s
shareholders with the information necessary to
assess the Company’s performance, business
model and strategy, and was satisfied that
narratives provided were consistent with all
numerical disclosures.
Audit planning and key
audit matters
The Audit Committee provided oversight to the
planning of the audit in respect of the
Company’s annual accounts for the period
ended 31 December 2025. The following details
the key audit matters and how the Company’s
independent Auditor addressed them:
Valuation of investments
The valuation of the Company’s private equity
investments are considered a significant area
of focus as it represents the majority of the NAV
for the Group. The Auditors made enquiries with
the Investment Manager to understand the
processes and procedures around operational
due diligence, ongoing monitoring of the
underlying investments and the control over
the valuations of all private equity investments.
The Auditors then tested the design and
implementation of the controls which monitor
and approve the valuation of investments.
The Audit Committee noted that the
Investment Manager’s valuation methodology
for direct equity investments begins with the
most recently available financial information
obtained from the underlying companies or
sponsors. The Investment Manager noted to
the Audit Committee that the valuation
process used by the Investment Manager was
consistent with the prior year. For investments
where the Investment Manager was invested in
the same security at the same underlying cost
basis as the lead private equity sponsor, the
Investment Manager utilised the practical
expedient valuation methodology. Generally,
this approach relied on using the best
information from the private equity sponsor,
including but not limited to: audited financial
statements; co-investment holding vehicle
financial statements or capital accounts; or
other financial information deemed reliable by
the Investment Manager. The independent
Auditor reviewed the supporting financial
information for investments valued under the
practical expedient methodology.
Certain investments were classified as Level 3
investments when the practical expedient
methodology could not be applied. The Board
reviewed a list of these investments which
provided details on the fair values, valuation
methodologies, unobservable inputs and
multiples. Similar to prior years, the
independent Auditors noted they had utilised
their in-house valuation experts to assist with
the audit of valuations and used a number of
techniques to evaluate the valuation of
selected investments.
The independent Auditors did not report any
significant differences between the valuations
used by the Company and the work performed
during their testing process.
Report of the Audit Committee
NB Private Equity Partners Annual Report 2025
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Other
67
The Audit Committee challenged the
Investment Manager’s valuation methodology
and key assumptions. In particular, the Audit
Committee discussed ownership of
investments and confirmation of investments
and the reported capital account balances,
as well as multiples and other underlying
assumptions used in the valuation of
investments. The Audit Committee concluded
the valuations were appropriate and
consistently applied, with no material
adjustments required.
Management override of controls
The Auditors reviewed accounting estimates for
biases by evaluating whether judgements and
decisions in making accounting estimates, even
if individually reasonable, indicated a possible
bias. They additionally reviewed the minutes of
both the Board and the Audit Committee.
Compliance with the AIC
Code of Corporate
Governance
The Audit Committee continued to monitor the
Company’s governance framework and
compliance with the AIC Code of Corporate
Governance. In 2025, the Audit Committee
undertook a review of the Company’s
compliance with the AIC Code’s stipulated
provisions. The Audit Committee proposed
that certain updates be made to provide a
clearer reflection of the Company’s manner of
compliance and remains satisfied that the
Company upholds satisfactory compliance
with the provisions of the AIC Code.
Stakeholders can find further information
within the Annual Report on how the Company
has complied with the various principles of the
AIC Code on page 71.
Internal control and risk
assessment
During the year, the Audit Committee received
reports from the Investment Manager, which
as AIFM, assesses the Company’s internal
controls on an ongoing basis, and reviewed
any changes to significant risks.
Each quarter, the Board receives a formal risk
report from the Investment Manager, which
provides a summary of the risks to the
Company in the form of a risk matrix, and details
of the risk management framework can be
found on page 40 of this report. The Audit
Committee monitored the key areas of
elevated risk including those that are not
directly the responsibility of the Investment
Manager. The Investment Manager has
established an internal control framework to
provide reasonable, but not absolute,
assurance on the effectiveness of internal
controls operated on behalf of the Company.
The Audit Committee is aware of the enhanced
internal controls reporting which was
introduced by the FRC in 2024, and in particular,
Provision 29, which applies to financial
reporting periods after 1 January 2026.
Annually, and in accordance with Provision 33
of the AIC Code, the Board undertakes a full
review of the Company’s business risks which
have been analysed and recorded in the
principal risks and uncertainties matrix.
Following the review, the Audit Committee
confirmed that it was satisfied with the key
underlying assumptions of the Viability
Statement and the resulting forecast prepared.
The Audit Committee discussed the ongoing
external risks associated with the interest rate
environment, tariffs and overall market
conditions. The Audit Committee also
considered investment and strategic risks
related to the Company’s share price discount
to NAV as well as the policies and investor
relations programmes in place as key controls.
During the year, the Audit Committee noted that
the risks associated with the Company’s share
price discount to NAV, both on an absolute and
relative basis, had increased meaningfully and
this risk was notated on the risk matrix. Further,
the Audit Committee considered one of the key
operational risks to the Company was risks
related to IT systems and cyber security; as part
of their monitoring efforts during the year the
Audit Committee reviewed a report prepared
by the Investment Manager which provided
details and findings related to the information
technology and cyber security systems of
NBPE’s key service providers.
The principal risks and uncertainties of the
Company and respective controls are outlined
in the risk matrix as set out on pages 43 to 44
of the Strategic report.
The effectiveness of the internal controls at
the Investment Manager is assessed by the
Investment Manager’s compliance and risk
department on an ongoing basis.
Furthermore, the Management Engagement
Committee undertakes an annual review
whereby the Investment Manager and the
Company’s service providers populate
responses regarding their control environment
and internal control systems, which are
reported to the Audit Committee.
Internal audit
The Company itself does not have an internal
audit function, but instead relies on the internal
audit functions and departments of the
Investment Manager and other service
providers. The Audit Committee notes the
independent segregation of duties due to
having separate Investment Management, U.S.
Administrator and Depository functions. Due to
the presence of an internal audit function within
the Investment Manager and U.S. Administrator,
the Audit Committee is satisfied that the
control environment is sufficient to mitigate
risks to the Company, without the need to
establish its own internal audit function.
Terms of engagement
The Audit Committee reviewed the audit scope
and fee proposal through engagement letters
and audit planning reports issued by KPMG to
the Directors. The committee approved the
fees for audit services for 2025 after a review
of the level and nature of work to be performed.
The Board was satisfied that the fees were
appropriate for the scope of the work required.
The independent Auditors were remunerated
$272,500 in relation to the 2025 annual audit
(2024 fee:$272,500). They also received a fee
of $52,500 (2024:$52,500) for their non-audit
work being the review of the interim report.
Report of the Audit Committee
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Auditor effectiveness
The Audit Committee received a detailed audit
plan from the Auditors, identifying their
assessment of the key risks. For the 2025
financial year, the significant risk identified was
the valuation of the private equity investments.
This risk is tracked through the year and the
Audit Committee challenged the work done
by the Auditors to test management’s
assumptions. In considering how to determine
the effectiveness of the Auditors, the Audit
Committee reviewed reports prepared by the
Auditors, interactions with the Audit partner
and staff, and responses to questions by the
Committee throughout the year on numerous
issues, including valuations, audit plans,
significant areas of risk, interactions with
management and other matters. The Audit
Committee also assessed the effectiveness of
the audit process in addressing these matters
through the reporting received from the
Auditors at both the half-year and year-end
meetings. In addition, the Audit Committee
sought feedback from the Investment Manager
and U.S. Administrator on the effectiveness of
the audit process. Given the Company’s
outsourced model, the Audit Committee also
considered the assurance over key third party
service providers supporting valuation and
financial reporting and how any findings were
escalated and remediated.
For the 2025 financial year, the Audit
Committee assessed the auditor’s
effectiveness using criteria such as: audit
quality, sector expertise, partner engagement,
challenges made to management and the
timeliness of the audit process. The Committee
was satisfied that there had been appropriate
focus and challenge on the primary areas of
audit risk, and assessed the quality of the audit
process to be appropriate.
Independent audit and
appointment
KPMG is NBPE’s independent Auditor. KPMG
performed an audit of the Company’s
consolidated financial statements in
accordance with applicable law and
International Standards on Auditing (UK). Prior
to beginning the audit, the Audit Committee
received a report from the independent
Auditors and reviewed the scope of the audit,
identified significant audit risks and areas of
audit focus as well as the terms of the audit
engagement.
The Audit Committee understands the
importance of auditor independence and,
during 2025, the Audit Committee reviewed the
independence and objectivity of KPMG. In
accordance with the FRC Ethical Standards,
the Company is subject to mandatory audit
director rotation and Mr Rachid Frihmat was
appointed as the signing audit partner in 2023.
The Audit Committee received a report from
KPMG describing its independence, controls
and current practices to safeguard and
maintain auditor independence. KPMG
confirmed that it did not perform any work with
respect to the preparation of the financial
statements or valuations, the taking of
management decisions, or provision of
investment advice.
The Audit Committee also focused on the
non-audit services, which requires the consent
of the Audit Committee, a description of which
is shown in the table below.
Non-audit work
Description
Review of interim
financial statements
A review of the
Company’s interim
financial statements
was undertaken by
KPMG in 2025.
There was no other non-audit work performed
by KPMG during the year other than described
above. The Audit Committee was satisfied that
the level of non-audit services did not conflict
with their statutory audit responsibilities.
The Audit Committee noted that the non-audit
fees for the year represented approximately
19% of the annual audit fee and related solely
to the interim review; therefore, the Audit
Committee concluded that independence and
objectivity were not compromised. Furthermore,
the Audit Committee noted that the non-audit
services were limited to the above and
concluded that the Auditor’s independence
was not compromised.
The Audit Committee reviewed the
effectiveness and independence of the
Auditor and believes that the performance of
the independent Auditor remains satisfactory,
and that it provides effective challenge to the
Board and the Investment Manager. The Audit
Committee continues to monitor the
performance of the independent Auditor
annually and considers its independence and
objectivity, having due regard to the appropriate
guidelines. KPMG was reappointed after an
open tender process completed in 2019.
The Audit Committee has a policy to conduct
a tender process at least every 10 years and
to rotate auditors at least every 20 years, as
recommended by the UK Statutory Auditors
and Third Country Auditors Regulations 2016.
Committee evaluation
An external evaluation of the Board was
performed in 2025 and the Audit Committee
noted the findings of the report from Fletcher
Jones. Further information on this report is
found on page 51 to 52. The Audit Committee
concluded it was operating effectively.
Terms of reference
The Audit Committee’s terms of reference were
reviewed during the year and the committee
concluded that they remained relevant and
up to date. The terms of reference can be
found on the Company’s website at
www.nbprivateequitypartners.com/en/
investors/corporate-governance.
Conclusion
As Audit Committee Chairman, I was pleased
with the work performed during the year. In
addition, I was satisfied with the level of work
performed by the Investment Manager, and the
Administrator in relation to the preparation of
the Company’s consolidated financial
statements and the thoroughness of the
year-end audit process conducted by KPMG.
Pawan Dhir
Audit Committee Chairman
24 April 2026
Report of the Audit Committee
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Statement of Compliance with the AIC Code of Corporate Governance
Under Provision 4 of the AIC Code, when
20% of votes have been cast against a
resolution at any general meeting, the
Board will explain, when announcing the
results of voting, what actions it intends to
take to understand the reasons behind the
vote result. The Company can confirm that
there is nothing to report with respect to
Provision 4 of the AIC Code this year.
The Board considers these provisions are not
relevant to the position of NBPE, being an
externally managed investment company.
In particular, all of the Company’s day-to-day
management and administrative functions are
outsourced to third parties. As a result, the
Company has no executive directors,
employees or internal operations. The
Company has therefore not reported further
in respect of these provisions. During the year,
the Board’s governance activities focused on (i)
oversight of the Investment Manager and key
service providers (ii) capital allocation and
discount management and (iii) risk and control
oversight. The key outcomes included:
Oversight of the Investment Manager
and key service providers:
The MEC
completed a review of the Company’s key
service providers and their self-evaluation
responses to a questionnaire. The MEC
assessed the value received for services
delivered from the service providers. The
MEC reported to the Board on the key
findings noting that the key service
providers had performed satisfactorily and
there were no issues to raise. The Board
acknowledged the efforts of the Manager
to address shareholder feedback but
emphasised the importance of
performance and realisations for NAV
development.
Capital Allocation and Discount
Management:
Pursuant to an
announcement about NBPE’s Capital
Allocation Framework in February 2025,
$59.5 million was returned to Shareholders
through the repurchase of 2.95 million
shares during 2025. At 31 December 2025,
NBPE’s share price discount to NAV was
approximately 22.1%, versus 28.1% at
31 December 2024.
Risk and Control Oversight:
The Audit
Committee reviewed the Company’s risk
matrix developed by the Investment
Manager and monitored the risks to the
Company. The Audit Committee noted the
heightened risks around the Company’s
share price discount to NAV and the
continued risks around cyber-security. As
part of its oversight, the Audit Committee
received an information technology update
from the Investment Manager that outlined
the IT securities and policies of the
Company’s key service providers and made
inquiries to the Manager on the findings.
These actions were intended to support the
delivery of the Company’s strategy and protect
and compound shareholder value by
strengthening oversight of the outsourced
operating model, maintaining an appropriate
capital allocation and discount framework, and
ensuring principal risks are identified,
monitored and escalated appropriately.
The AIC Code is available on the AIC website:
www.theaic.co.uk.
NBPE is an excluded security for the purposes
of the rules relating to non-mainstream pooled
investments (NMPIs).
Statement of Compliance
with the AIC Code of
Corporate Governance
The Board has considered the principles and
provisions of the AIC Code. The AIC Code
addresses all the principles and provisions set
out in the 2024 UK Corporate Governance
Code (the “UK Code”), as well as setting out
additional provisions on issues that are of
specific relevance to the Company. The AIC
Code has been endorsed by the Financial
Reporting Council and the Guernsey Financial
Services Commission (“GFSC”). By reporting
against the AIC Code, the Company is meeting
its obligations under the UK Code, the GFSC
Finance Sector Code of Corporate
Governance, as amended in November 2021,
and the associated disclosure requirements
set out under paragraph 6.6.6R of the Financial
Conduct Authority’s UK Listing Rules. The
Board considers that reporting against the
principles and provisions of the AIC Code
provides more relevant information to
stakeholders.
The Company has complied with the
principles and provisions of the AIC Code,
except as set out below:
the role of the chief executive
Executive Directors’ remuneration
the need for an internal audit function.
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Statement of Compliance with the AIC Code of Corporate Governance
The following table exhibits where stakeholders can find further information within the Annual
Report about how the Company has complied with the various principles and provisions of the
AIC Code.
1. Board Leadership and Purpose
Purpose
Page 58
Strategy
Page 62
Values and culture
Page 5
Shareholder engagement
Pages 37 and 58
Stakeholder engagement
Pages 37 to 39
2. Division of Responsibilities
Director independence
Page 51
Board meetings
Page 54 to 55
Relationship with Investment Manager
Page 37 to 38
Management Engagement Committee
Page 56
3. Composition, Succession and Evaluation
Nomination and Remuneration Committee
Page 66
Director re-election
Page 53
Use of external search agency
Page 56 to 57
Board evaluation
Page 51 to 52
4. Audit, Risk and Internal Control
Audit Committee
Pages 66 to 69
Principal risks and uncertainties
Pages 43 to 44
Risk management and internal control systems
Pages 40 to 41 and 68
Going concern statement
Page 45 to 46
Viability statement
Page 45 to 46
5. Remuneration
Remuneration Report
Page 63 to 65
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Statement of Directors’ responsibilities
Disclosure of information
to Auditor
The Directors confirmed that, so far as they were
each aware, there is no relevant audit
information of which the Company’s Auditor was
unaware; and each Director took all the steps
that he/she ought to have taken as a Director to
make himself/herself aware of any relevant
audit information and to establish that the
Company’s Auditor is aware of that information.
Responsibility statement of
the Directors in respect of the
Annual Report
The Directors confirmed that, to the best of
their knowledge:
the consolidated financial statements,
prepared in conformity with U.S. GAAP, give
a true and fair view of the assets, liabilities,
financial position and profit or loss of the
Company and the undertakings included in
the consolidation taken as a whole as
required by the Disclosure Guidance and
Transparency Rules (“DTR”) 4.1.12R and are
in compliance with the requirements set out
in the Companies (Guernsey) Law, 2008
(as amended)
the Annual Report includes a fair review of
the information required by DTR 4.1.8R and
DTR 4.1.11R, which provides an indication of
important events that have occurred since
the end of the financial year and the likely
future development of the Company and a
description of principal risks and
uncertainties during the year.
state whether applicable accounting
standards have been followed, subject to
any material departures disclosed and
explained in the financial statements
assess the Group’s ability to continue as a
going concern, disclosing, as applicable,
matters related to going concern
use the going concern basis of accounting
unless liquidation is imminent.
The Directors are responsible for keeping
proper accounting records that are sufficient to
show and explain the Company’s transactions
and disclose with reasonable accuracy at any
time the financial position of the Company and
enable them to ensure that the financial
statements comply with the Companies
(Guernsey) Law, 2008 (as amended). They are
responsible for such internal controls as they
determine are necessary to enable the
preparation of financial statements that are
free from material misstatement, whether due
to fraud or error, and have general
responsibility for taking such steps as are
reasonably open to them to safeguard the
assets of the Company and to prevent and
detect fraud and other irregularities.
Statement of
Directors’
responsibilities
Annual Report and consolidated
financial statements
The Directors are responsible for preparing the
Annual Report and consolidated financial
statements in accordance with applicable law
and regulations.
The Companies Law requires the Directors to
prepare consolidated financial statements for
each financial year. Under the law, they have
chosen to prepare the consolidated financial
statements in conformity with U.S. generally
accepted accounting principles (“U.S. GAAP”)
and applicable law.
Under the Companies Law the Directors must
not approve the consolidated financial
statements unless they are satisfied that they
give a true and fair view of the state of affairs of
the Group and of its profit or loss for that period.
In preparing these financial statements, the
Directors are required to:
select suitable accounting policies and
then apply them consistently
make judgements and estimates that are
reasonable, relevant and reliable
We consider that the Annual Report and
consolidated financial statements, taken as a
whole, are fair, balanced and understandable
and provide the information necessary for
shareholders to assess the Company’s position
and performance, business model and
strategy.
The Directors are responsible for the
maintenance and integrity of the corporate
and financial information included on the
Company’s website, and for the preparation
and dissemination of financial statements.
Legislation in Guernsey governing the
preparation and dissemination of financial
statements may differ from legislation in
other jurisdictions.
By order of the Board
William Maltby
Chairman
Pawan Dhir
Audit Committee Chairman
24 April 2026
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Independent Auditor’s Report
74
Consolidated financial statements
79
Notes to consolidated financial statements
85
Financial
statements
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Financials
Our opinion is unmodified
We have audited the consolidated financial
statements of NB Private Equity Partners
Limited (the “Company”) and its subsidiaries
(together, the “Group”), which comprise the
consolidated balance sheet and the
consolidated condensed schedules of
investments as at 31 December 2025, the
consolidated statements of operations and
changes in net assets and cash flows for the
year then ended, and notes, comprising
significant accounting policies and other
explanatory information.
In our opinion, the accompanying
consolidated financial statements:
give a true and fair view of the financial
position of the Group as at 31 December 2025,
and of the Group’s financial performance and
cash flows for the year then ended;
are prepared in accordance with U.S.
generally accepted accounting principles
(“US GAAP”); and
comply with the Companies (Guernsey)
Law, 2008.
Basis for opinion
We conducted our audit in accordance with
International Standards on Auditing (UK) (“ISAs
(UK)”) and applicable law. Our responsibilities
are described below. We have fulfilled our
ethical responsibilities under, and are
independent of the Company and Group in
accordance with, UK ethical requirements
including the FRC Ethical Standard as required
by the Crown Dependencies’ Audit Rules and
Guidance. We believe that the audit evidence
we have obtained is a sufficient and appropriate
basis for our opinion.
Key audit matters: our
assessment of the risks of
material misstatement
Key audit matters are those matters that, in our
professional judgment, were of most
significance in the audit of the consolidated
financial statements and include the most
significant assessed risks of material
misstatement (whether or not due to fraud)
identified by us, including those which had the
greatest effect on: the overall audit strategy; the
allocation of resources in the audit; and
directing the efforts of the engagement team.
These matters were addressed in the context
of our audit of the consolidated financial
statements as a whole, and in forming our
opinion thereon, and we do not provide a
separate opinion on these matters. In arriving at
our audit opinion above, the key audit matter
was as follows (unchanged from 2024):
Valuation of private
equity investments
The risk
Our response
$1,212,056,079;
(2024: $1,297,551,880)
Refer to pages 67 to 68
of the Audit Committee
Report, pages 80 to 82
of the consolidated
condensed schedule of
investments, note 2
accounting policy and 
note 3 disclosures
Basis:
The Group’s private equity
investment portfolio represents
the most significant balance on the
consolidated balance sheet and is
the principal driver of the Group’s
net asset value (2025: 100%; 2024:
101.7%). The investment portfolio is
comprised of Direct Equity
Investments, Fund Investments
and Income Investments (together
the “Investments”).
Certain Direct Equity and all Fund
and Income Investments,
representing 87% of the fair value
of Investments, are valued using
the net asset value as a practical
expedient in conformity with U.S.
GAAP to determine the fair value
of the underlying Direct Equity,
Fund and Income Investments,
adjusted if considered necessary
by the Investment Manager and
permitted under U.S. GAAP.
The remaining Direct Equity
Investments, representing 13% of
the fair value of Investments, are
valued using comparable company
multiples, third party valuation or
listed prices, as applicable.
Our audit procedures included:
Controls evaluation:
We tested the design and implementation of the
Investment Manager’s review control in relation to
the valuation of Investments.
Challenging managements’
assumptions and inputs,
including use of KPMG valuation
specialist where appropriate:
For all Investments we assessed the
appropriateness of the valuation technique used
to estimate fair value.
For a selection of Investments, chosen on the
basis of qualitative and quantitative factors:
We confirmed their fair values to supporting
information, including audited information
where available, such as: financial statements,
limited partner capital account statements,
lead sponsor or co-investor information or
other information provided by the underlying
funds’ general partners, investee managers
or similar.
For investments using a guideline public
companies multiple approach, we obtained
the valuation provided by the sponsor and
assessed assumptions based on observable
market data. We assessed the reliability of
information obtained.
For unaudited information we either obtained
the information directly or assessed the
Investment Manager’s process for obtaining
this information and conducted retrospective
testing to confirm its reliability.
For audited information, we assessed the
appropriateness of the accounting framework
utilised and whether the audit opinion is
modified.
For listed Direct Equity Investments
we independently priced these to a third
party source.
Independent Auditor’s Report
to the Members of NB Private
Equity Partners Limited
Independent Auditor’s report
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Valuation of private
equity investments
The risk
Our response
Risk:
The valuation of the Group’s
Investments is considered a
significant area of our audit, given
that it represents the majority of
the net assets of the Group.
For Investments valued based on
valuation models or based on
adjusted net asset values, there
is a significant risk of fraud and
error given the significance of
estimates and judgements that
may be involved in the
determination of fair value.
Assessing transparency:
We also considered the Group’s disclosures (see
Note 3) in relation to the use of estimates and
judgments regarding the fair value of investments
and the Group’s investment valuation policies
adopted and the fair value disclosures in note 2 and
note 3 for conformity with U.S. GAAP.
Our application of materiality
and an overview of the scope
of our audit
Materiality for the consolidated financial
statements as a whole was set at $25,500,000,
determined with reference to a benchmark of
group net assets of $1,211,494,115, of which it
represents approximately 2.0% (2024: 2.0%).
In line with our audit methodology, our
procedures on individual account balances and
disclosures were performed to a lower
threshold, performance materiality, so as to
reduce to an acceptable level the risk that
individually immaterial misstatements in
individual account balances add up to a
material amount across the financial
statements as a whole. Performance
materiality for the Group was set at 75.0%
(2024: 75.0%) of materiality for the financial
statements as a whole, which equates to
$19,100,000. We applied this percentage in our
determination of performance materiality
because we did not identify any factors
indicating an elevated level of risk.
We reported to the Audit Committee any
corrected or uncorrected identified
misstatements exceeding $1,270,000, in
addition to other identified misstatements that
warranted reporting on qualitative grounds.
Our audit of the Group was undertaken to the
materiality level specified above, which has
informed our identification of significant risks of
material misstatement and the associated
audit procedures performed in those areas as
detailed above.
The group team performed the audit of the
Group as if it was a single aggregated set of
financial information. The audit was performed
using the materiality level set out above and
covered 100% of total group revenue, total
group profit before tax, and total group assets
and liabilities.
Going concern
The directors have prepared the consolidated
financial statements on the going concern
basis as they do not intend to liquidate the
Group or the Company or to cease their
operations, and as they have concluded that
the Group and the Company’s financial position
means that this is realistic. They have also
concluded that there are no material
uncertainties that could have cast significant
doubt over their ability to continue as a going
concern for at least a year from the date of
approval of the consolidated financial
statements (the “going concern period”).
In our evaluation of the directors’ conclusions,
we considered the inherent risks to the Group
and the Company’s business model and
analysed how those risks might affect the
Group and the Company’s financial resources
or ability to continue operations over the going
concern period. The risks that we considered
most likely to affect the Group and the
Company’s financial resources or ability to
continue operations over this period were:
Availability of capital to meet operating costs
and other financial commitments; and
The ability of the Group to comply with debt
covenants;
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We considered whether these risks could
plausibly affect the liquidity in the going
concern period by comparing severe, but
plausible downside scenarios that could arise
from these risks individually and collectively
against the level of available financial resources
indicated by the Group’s financial forecasts.
We considered whether the going concern
disclosure in note 2 to the financial statements
gives a full and accurate description of the
directors’ assessment of going concern.
Our conclusions based on this work:
we consider that the directors’ use of the
going concern basis of accounting in the
preparation of the consolidated financial
statements is appropriate;
we have not identified, and concur with the
directors’ assessment that there is not, a
material uncertainty related to events or
conditions that, individually or collectively,
may cast significant doubt on the Group and
the Company’s ability to continue as a going
concern for the going concern period; and
we have nothing material to add or draw
attention to in relation to the directors’
statement in the notes to the consolidated
financial statements on the use of the going
concern basis of accounting with no material
uncertainties that may cast significant doubt
over the Group and the Company’s use of
that basis for the going concern period, and
that statement is materially consistent with
the consolidated financial statements and
our audit knowledge.
However, as we cannot predict all future events
or conditions and as subsequent events may
result in outcomes that are inconsistent with
judgements that were reasonable at the time
they were made, the above conclusions are not
a guarantee that the Group and the Company
will continue in operation.
Fraud and breaches of laws and
regulations – ability to detect
Identifying and responding to risks of
material misstatement due to fraud
To identify risks of material misstatement due
to fraud (“fraud risks”) we assessed events or
conditions that could indicate an incentive or
pressure to commit fraud or provide an
opportunity to commit fraud. Our risk
assessment procedures included:
enquiring of management as to the Group’s
policies and procedures to prevent and
detect fraud as well as enquiring whether
management have knowledge of any actual,
suspected or alleged fraud;
reading minutes of meetings of those
charged with governance; and
using analytical procedures to identify any
unusual or unexpected relationships.
As required by auditing standards, and taking
into account possible incentives or pressures to
misstate performance and our overall
knowledge of the control environment, we
perform procedures to address the risk of
management override of controls, in particular
the risk that management may be in a position
to make inappropriate accounting entries, and
the risk of bias in accounting estimates such as
valuation of unquoted investments. On this
audit we do not believe there is a fraud risk
related to revenue recognition because the
Group’s revenue streams are simple in nature
with respect to accounting policy choice, and
are easily verifiable to external data sources or
agreements with little or no requirement for
estimation from management. We did not
identify any additional fraud risks.
We performed procedures including:
identifying journal entries and other
adjustments to test based on risk criteria and
comparing any identified entries to
supporting documentation;
incorporating an element of unpredictability
in our audit procedures; and
assessing significant accounting estimates
for bias
Further detail in respect of valuation of
unquoted investments is set out in the key audit
matter section of this report.
Identifying and responding to risks of
material misstatement due to non-
compliance with laws and regulations
We identified areas of laws and regulations that
could reasonably be expected to have a
material effect on the consolidated financial
statements from our sector experience and
through discussion with management (as
required by auditing standards), and from
inspection of the Group’s regulatory and legal
correspondence, if any, and discussed with
management the policies and procedures
regarding compliance with laws and
regulations. As the Group is regulated, our
assessment of risks involved gaining an
understanding of the control environment
including the entity’s procedures for complying
with regulatory requirements.
The Group is subject to laws and regulations
that directly affect the consolidated financial
statements including financial reporting
legislation and taxation legislation and we
assessed the extent of compliance with these
laws and regulations as part of our procedures
on the related financial statement items.
The Group is subject to other laws and
regulations where the consequences of
non-compliance could have a material effect on
amounts or disclosures in the consolidated
financial statements, for instance through the
imposition of fines or litigation or impacts on
the Group and the Company’s ability to operate.
We identified financial services regulation as
being the area most likely to have such an
effect, recognising the regulated nature of the
Group’s activities and its legal form. Auditing
standards limit the required audit procedures to
identify non-compliance with these laws and
regulations to enquiry of management and
inspection of regulatory and legal
correspondence, if any. Therefore if a breach of
operational regulations is not disclosed to us or
evident from relevant correspondence, an audit
will not detect that breach.
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Context of the ability of the audit to
detect fraud or breaches of law or
regulation
Owing to the inherent limitations of an audit,
there is an unavoidable risk that we may not
have detected some material misstatements in
the consolidated financial statements, even
though we have properly planned and
performed our audit in accordance with
auditing standards. For example, the further
removed non-compliance with laws and
regulations is from the events and transactions
reflected in the consolidated financial
statements, the less likely the inherently limited
procedures required by auditing standards
would identify it.
In addition, as with any audit, there remains a
higher risk of non-detection of fraud, as this may
involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal
controls. Our audit procedures are designed to
detect material misstatement. We are not
responsible for preventing non-compliance or
fraud and cannot be expected to detect
non-compliance with all laws and regulations.
Other information
The directors are responsible for the other
information. The other information comprises
the information included in the annual financial
report but does not include the consolidated
financial statements and our auditor’s report
thereon. Our opinion on the consolidated
financial statements does not cover the
other information and we do not express an
audit opinion or any form of assurance
conclusion thereon.
In connection with our audit of the consolidated
financial statements, our responsibility is to
read the other information and, in doing so,
consider whether the other information is
materially inconsistent with the consolidated
financial statements or our knowledge
obtained in the audit, or otherwise appears to
be materially misstated. If, based on the work
we have performed, we conclude that there is a
material misstatement of this other information,
we are required to report that fact. We have
nothing to report in this regard.
Disclosures of emerging
and principal risks and longer
term viability
We are required to perform procedures to
identify whether there is a material
inconsistency between the directors’
disclosures in respect of emerging and principal
risks and the viability statement, and the
consolidated financial statements and our
audit knowledge. We have nothing material to
add or draw attention to in relation to:
the directors’ confirmation within the viability
statement (pages 45 and 46) that they have
carried out a robust assessment of the
emerging and principal risks facing the Group,
including those that would threaten its
business model, future performance,
solvency or liquidity;
the emerging and principal risks disclosures
describing these risks and explaining how
they are being managed or mitigated;
the directors’ explanation in the viability
statement (pages 45 and 46) as to how they
have assessed the prospects of the Group,
over what period they have done so and why
they consider that period to be appropriate,
and their statement as to whether they have a
reasonable expectation that the Group will be
able to continue in operation and meet its
liabilities as they fall due over the period of
their assessment, including any related
disclosures drawing attention to any
necessary qualifications or assumptions.
We are also required to review the viability
statement, set out on pages 45 and 46 under
the Listing Rules. Based on the above
procedures, we have concluded that the above
disclosures are materially consistent with the
consolidated financial statements and our
audit knowledge.
Corporate governance
disclosures
We are required to perform procedures to
identify whether there is a material
inconsistency between the directors’ corporate
governance disclosures and the consolidated
financial statements and our audit knowledge.
Based on those procedures, we have
concluded that each of the following is
materially consistent with the consolidated
financial statements and our audit knowledge:
the directors’ statement that they consider
that the annual financial report and
consolidated financial statements taken as a
whole is fair, balanced and understandable,
and provides the information necessary for
shareholders to assess the Group’s position
and performance, business model and
strategy;
the section of the annual financial report
describing the work of the Audit Committee,
including the significant issues that the audit
committee considered in relation to the
financial statements, and how these issues
were addressed; and
the section of the annual financial report that
describes the review of the effectiveness of
the Group’s risk management and internal
control systems.
We are required to review the part of Corporate
Governance Statement relating to the Group’s
compliance with the provisions of the UK
Corporate Governance Code specified by the
Listing Rules for our review. We have nothing to
report in this respect.
We have nothing to report on
other matters on which we are
required to report by exception
We have nothing to report in respect of the
following matters where the Companies
(Guernsey) Law, 2008 requires us to report to
you if, in our opinion:
the Company has not kept proper accounting
records; or
the consolidated financial statements are
not in agreement with the accounting
records; or
we have not received all the information and
explanations, which to the best of our
knowledge and belief are necessary for the
purpose of our audit.
Independent Auditor’s report
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Respective responsibilities
Directors’ responsibilities
As explained more fully in their statement set
out on page 72, the directors are responsible
for: the preparation of the consolidated
financial statements including being satisfied
that they give a true and fair view; such internal
control as they determine is necessary to
enable the preparation of consolidated
financial statements that are free from material
misstatement, whether due to fraud or error;
assessing the Group and Company’s ability to
continue as a going concern, disclosing, as
applicable, matters related to going concern;
and using the going concern basis of
accounting unless liquidation is imminent.
Auditor’s responsibilities
Our objectives are to obtain reasonable
assurance about whether the consolidated
financial statements as a whole are free from
material misstatement, whether due to fraud or
error, and to issue our opinion in an auditor’s
report. Reasonable assurance is a high level of
assurance, but does not guarantee that an audit
conducted in accordance with ISAs (UK) will
always detect a material misstatement when it
exists. Misstatements can arise from fraud or
error and are considered material if, individually
or in aggregate, they could reasonably be
expected to influence the economic decisions
of users taken on the basis of the consolidated
financial statements.
A fuller description of our responsibilities is
provided on the FRC’s website at
www.frc.org.uk/auditorsresponsibilities.
The purpose of this report and
restrictions on its use by
persons other than the
Company’s members as a body
This report is made solely to the Company’s
members, as a body, in accordance with
section 262 of the Companies (Guernsey) Law,
2008 and, in respect of any further matters on
which we have agreed to report, on terms we
have agreed with the Company. 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.
Rachid Frihmat
For and on behalf of KPMG Audit Limited
Chartered Accountants
and Recognised Auditors
Guernsey
24 April 2026
Independent Auditor’s report
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78
Consolidated balance sheets
31 December 2025 and 31 December 2024
2025
2024
Assets
Investments at fair value:
Private equity investments
Cost of $666,290,248 at 31 December 2025 and $739,667,739 at 31 December 2024
$
1,212,056,079
$1,297,551,880
Government obligations
Cost of $18,892,411 at 31 December 2025 and $0 at 31 December 2024
18,899,541
Cash and cash equivalents
72,660,533
72,758,539
Distributions and sales proceeds receivable from investments
2,939,142
19,171
Other assets
1,604,340
1,846,912
Total assets
$
1,308,159,635
$
1,372,176,502
Liabilities and share capital
Liabilities:
Credit facility loan
$
90,000,000
$
90,000,000
Payables to Investment Manager and affiliates
4,436,892
4,664,735
Accrued expenses and other liabilities
2,188,216
2,103,192
Net deferred tax liability
40,412
64,554
Total liabilities
$
96,665,520
$
96,832,481
Share capital:
Class A Shares, $0.01 par value, 500,000,000 shares authorised,
46,430,904 shares issued and 43,280,496 shares outstanding at 31 December 2025
$
464,309
$493,882
49,388,127 shares issued and 46,237,719 shares outstanding at 31 December 2024
Class B Shares, $0.01 par value, 100,000 shares authorised,
10,000 shares issued and outstanding
100
100
Additional paid-in capital
426,490,152
486,140,004
Retained earnings
791,683,552
795,912,722
Less cost of treasury stock purchased (3,150,408 shares)
(9,248,460)
(9,248,460)
Total net assets of the controlling interest
$
1,209,389,653
$
1,273,298,248
Net assets of the non-controlling interest
$
2,104,462
$2,045,773
Total net assets
$
1,211,494,115
$
1,275,344,021
Total liabilities and net assets
$
1,308,159,635
$
1,372,176,502
Net asset value per share for Class A Shares and Class B Shares
$
27.94
$
27.53
Net asset value per share for Class A Shares and Class B Shares (GBP)
£20.77
£21.98
The consolidated financial statements were approved by the Board of Directors on 24 April 2026 and signed on its behalf by
William Maltby
Pawan Dhir
The accompanying notes are an integral part of the consolidated financial statements.
Consolidated financial statements
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Consolidated condensed schedules of investments
31 December 2025 and 31 December 2024
Private equity investments
Cost
Fair Value
Unfunded
Commitment
Private Equity
1
Exposure
2025
Direct equity investments
NB Alternatives Direct Co-investment Programme A
$
18,247,777
$
7,920,024
$
16,970,864
$
24,890,888
NB Alternatives Direct Co-investment Programme B
3
57,270,843
125,432,001
15,569,677
141,001,678
NB Renaissance Programmes
12,033,032
27,160,881
8,045,740
35,206,621
Marquee Brands
26,467,701
32,911,873
3,410,816
36,322,689
Direct equity investments
2, 3
538,284,359
1,000,182,501
13,785,702
1,013,968,203
Total direct equity investments
$
652,303,712
$
1,193,607,280
$
57,782,799
$
1,251,390,079
Income investments
NB Credit Opportunities Programme
$
9,298,817
$
14,630,426
$
738,464
$
15,368,890
Total income investments
$
9,298,817
$
14,630,426
$
738,464
$
15,368,890
Fund investments
$
4,687,719
$
3,818,373
$
893,473
$
4,711,846
Total investments
$
666,290,248
$
1,212,056,079
$
59,414,736
$
1,271,470,815
2024
Direct equity investments
NB Alternatives Direct Co-investment Programme A
$29,382,373
$17,435,711
$16,981,954
$34,417,665
NB Alternatives Direct Co-investment Programme B
3
65,542,240
156,749,566
18,392,548
175,142,114
NB Renaissance Programmes
14,295,777
27,428,649
6,033,357
33,462,006
Marquee Brands
26,545,491
31,816,786
3,410,816
35,227,602
Direct equity investments
2, 3
585,394,526
1,036,043,160
2,667,777
1,038,710,937
Total direct equity investments
$
721,160,407
$
1,269,473,872
$
47,486,452
$
1,316,960,324
Income investments
NB Credit Opportunities Programme
$12,457,838
$24,284,753
$4,898,939
$29,183,692
Total income investments
$12,457,838
$24,284,753
$4,898,939
$29,183,692
Fund investments
$6,049,494
$3,793,255
$4,688,049
$8,481,304
Total investments
$
739,667,739
$
1,297,551,880
$
57,073,440
$
1,354,625,320
1.
Private equity exposure is the sum of fair value and unfunded commitment.
2.
Includes direct equity investments into companies and co-investment vehicles.
3.
This includes investment(s) above 5% of net asset value (see Note 3).
The accompanying notes are an integral part of the consolidated financial statements.
Consolidated financial statements
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Consolidated condensed schedules of investments
31 December 2025 and 31 December 2024
Investment Description
Geography
Industry
Cost
Fair Value
2025
Government obligations
Treasury Bill 0% 2/24/2026
USA
Sovereign
$18,892,411
$18,899,541
Total government obligations
$
18,892,411
$
18,899,541
As of 31 December 2024, the Group did not hold any securities classified as government obligations.
The accompanying notes are an integral part of the consolidated financial statements.
Consolidated financial statements
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31 December 2025 and 31 December 2024
Geographic diversity of private equity investments
1
Fair Value
2025
Fair Value
2024
North America
$
926,863,593
$1,021,215,672
Europe
281,538,359
266,480,426
Asia/rest of world
3,654,127
9,855,782
$
1,212,056,079
$1,297,551,880
Industry diversity of private equity investments
2
2025
2024
Industrials
21.9%
17.0%
Consumer
16.6%
20.5%
Technology/IT
16.4%
19.3%
Financial services
15.8%
15.7%
Business services
13.6%
11.1%
Healthcare
9.1%
8.2%
Communications/media
3.2%
3.1%
Diversified/undisclosed/other
1.4%
2.2%
Transportation
1.4%
1.7%
Energy
0.6%
1.2%
100.0%
100.0%
Asset class diversification of private equity investments
3
2025
2024
Direct Equity Investments
Mid-cap buyout
51.8%
48.3%
Large-cap buyout
32.7%
34.1%
Special situation
11.3%
12.3%
Growth equity
2.9%
3.3%
Income investments
1.2%
1.9%
Growth/venture funds
0.1%
0.1%
100.0%
100.0%
1.
Geography is determined by location of the headquarters of the underlying portfolio companies in funds and direct co-investments. A portion of our fund investments may relate to cash or other assets or liabilities that they hold and for
which we do not have adequate information to assign a geographic location.
2.
Industry diversity is based on underlying portfolio companies and direct co-investments which may be held through either co-investments or NB-managed vehicles. Percentages are calculated based on the total portfolio value.
3.
Asset class diversification is based on the net asset value of underlying fund investments and co-investments. Percentages are calculated based on the total portfolio value.
The accompanying notes are an integral part of the consolidated financial statements.
Consolidated condensed schedules of investments
Consolidated financial statements
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Consolidated statements of operations and changes in net assets
For the years ended 31 December 2025 and 2024
2025
2024
Interest and dividend income
(net of foreign withholding taxes of $17,558 for 2025 and $0 for 2024)
$
1,492,368
$8,525,670
Expenses
Investment management and services
$
18,453,888
$19,060,021
Finance costs
Credit facility
8,264,422
9,115,378
ZDP Shares
3,510,592
Administration and professional fees
5,082,522
4,756,034
Total expenses
$
31,800,832
$36,442,025
Management fee offset
(6,465)
(128,041)
Net expenses
$
31,794,367
$36,313,984
Net investment loss
$
(30,301,999)
$(27,788,314)
Tax expense
1,709,785
2,316,596
Net investment loss after taxes
$
(32,011,784)
$(30,104,910)
Realised and unrealised gains
Net realised gain on investments
$
83,040,074
$32,949,939
Net change in unrealised gain (loss) on investments, net of tax expense (benefit) of $(24,142) for 2025 and $39,677 for 2024
(12,087,039)
14,024,546
Net realised and change in unrealised gain
$
70,953,035
$46,974,485
Net increase in net assets resulting from operations
$
38,941,251
$16,869,575
Less net increase in net assets resulting from operations attributable to the non-controlling interest
(58,689)
(41,745)
Net increase in net assets resulting from operations attributable to the controlling interest
$
38,882,562
$
16,827,830
Net assets at beginning of period attributable to the controlling interest
$
1,273,298,248
$1,305,485,808
Less dividend payment
(43,111,732)
(43,597,353)
Less cost of stock repurchased and cancelled (2,957,223 shares for 2025 and 264,887 shares for 2024)
(59,679,425)
(5,418,037)
Net assets at end of period attributable to the controlling interest
$
1,209,389,653
$
1,273,298,248
Earnings per share for Class A Shares and Class B Shares of the controlling interest
$
0.86
$
0.36
Earnings per share for Class A Shares and Class B Shares of the controlling interest (GBP)
£0.65
£0.28
The accompanying notes are an integral part of the consolidated financial statements.
Consolidated financial statements
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Consolidated statements of cash flows
For the years ended 31 December 2025 and 2024
2025
2024
Cash flows from operating activities:
Net increase in net assets resulting from operations attributable to the controlling interest
$
38,882,562
$16,827,830
Net increase in net assets resulting from operations attributable to the non-controlling interest
58,689
41,745
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by operating activities:
Net realised gain on investments
(83,040,074)
(32,949,939)
Net change in unrealised (gain) loss on investments, net of tax expense
12,087,039
(14,024,546)
Contributions to private equity investments
(4,576,802)
(8,881,400)
Purchases of private equity investments
(18,670,417)
(95,563,898)
Distributions from private equity investments
81,423,618
102,718,349
Proceeds from sale of private equity investments
95,299,175
75,614,441
Purchases of government obligations
(133,007,359)
(266,356,277)
Proceeds from sale of government obligations
115,182,342
386,061,483
In-kind payment of interest income and change in accrued interest
(1,064,546)
(6,486,733)
Amortisation of finance costs
264,567
381,442
Amortisation of Original Issue Discount (“OID”)
(22,403)
Change in other assets
(2,824)
460,523
Change in payables to Investment Manager and affiliates
(227,843)
(230,537)
Change in current tax liability
(374,973)
(2,947,100)
Change in accrued expenses and other liabilities
459,997
1,469,691
Net cash provided by operating activities
$
102,693,151
$156,112,671
Cash flows from financing activities:
Dividend payment
$
(43,111,732)
$(43,597,353)
Redemption of 2024 ZDP Shares
(84,956,173)
Stock repurchased and cancelled
(59,679,425)
(5,418,037)
Net cash used in financing activities
$
(102,791,157)
$
(133,971,563)
Net increase (decrease) in cash and cash equivalents
$
(98,006)
$22,141,108
Cash and cash equivalents at beginning of period
72,758,539
50,617,431
Cash and cash equivalents at end of period
$
72,660,533
$
72,758,539
Supplemental cash flow information
Credit facility financing costs paid
$
7,969,073
$
11,049,056
Taxes paid
$
2,184,819
$
5,266,049
Taxes refunded
$
100,061
$
2,353
The accompanying notes are an integral part of the consolidated financial statements.
Consolidated financial statements
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Notes to consolidated financial statements
Note 1 – Description of the Group
NB Private Equity Partners Limited (the “Company”) and its subsidiaries, collectively
(the “Group”) is a closed-ended investment company registered in Guernsey. The
registered office is Oak House, Hirzel Street, St. Peter Port, Guernsey, GY1 2NP.
The principal activity of the Group is to invest in direct private equity investments by
co-investing alongside leading private equity sponsors in their core areas of expertise.
The Company’s Class A Shares are listed and admitted to trading on the Main Market
of the London Stock Exchange (“Main Market”) under the symbols “NBPE” and “NBPU”
corresponding to Sterling and U.S. dollar quotes, respectively.
The Group is managed by NB Alternatives Advisers LLC (“Investment Manager”),
a subsidiary of Neuberger Berman Group LLC (“NBG”), pursuant to an Investment
Management Agreement. The Investment Manager serves as the registered investment
adviser under the Investment Advisers Act of 1940.
Note 2 – Summary of significant accounting policies
Basis of presentation
These consolidated financial statements present a true and fair view of the financial
position, profit or loss and cash flows and have been prepared in conformity with U.S.
generally accepted accounting principles (“U.S. GAAP”) and are in compliance with the
Companies (Guernsey) Law, 2008 (as amended). All adjustments considered necessary
for the fair presentation of the consolidated financial statements for the periods
presented have been included. These consolidated financial statements are presented
in U.S. dollars.
The Group is an investment company and follows the accounting and reporting
guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards
Codification (“ASC”) Topic 946, Financial Services – Investment Companies.
Accordingly, the Group reflects its investments on the Consolidated Balance Sheets at
their estimated fair values, with unrealised gains and losses resulting from changes in
fair value reflected in Net change in unrealised gain (loss) on investments in the
Consolidated Statements of Operations and Changes in Net Assets. The Group does
not consolidate majority-owned or controlled portfolio companies. The Group does not
provide any financial support to any of its investments beyond the investment amount
to which it committed.
The Directors considered that it is appropriate to adopt a going concern basis of accounting
in preparing the consolidated financial statements. In reaching this assessment, the
Directors have considered a wide range of information relating to present and future
conditions including the balance sheets, future projections, cash flows and the longer-
term strategy of the business.
Principles of consolidation
The consolidated financial statements include accounts of the Company consolidated
with the accounts of all its subsidiaries in which it holds a controlling financial interest as
of the financial statement date. All inter-group balances have been eliminated.
The Company’s partially owned subsidiary, NB PEP Investments, LP (incorporated) is
incorporated in Guernsey.
The Company’s wholly-owned subsidiaries, NB PEP Holdings Limited, NB PEP
Investments I, LP, NB PEP Investments LP Limited and NB PEP Investments Limited are
incorporated in Guernsey.
The Company’s wholly-owned subsidiary, NB PEP Investments DE, LP is incorporated in
Delaware and operates in the United States.
Use of estimates and judgements
The preparation of the consolidated financial statements in conformity with U.S. GAAP
requires the Directors to make estimates and judgements that affect the reported
amounts of certain assets and liabilities and disclosure of contingent assets and
liabilities at the date of the consolidated financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results could differ from
those estimates.
The following estimates and assumptions were used at 31 December 2025 and
31 December 2024 to estimate the fair value of each class of financial instruments:
Cash and cash equivalents – The carrying value reasonably approximates fair value
due to the short-term nature of these instruments.
Government obligations – Further information on valuation is provided in the Fair Value
Measurements section below.
Other assets – The carrying value reasonably approximates fair value.
Distributions and sales proceeds receivable from investments – The carrying value
reasonably approximates fair value.
ZDP Share liability – The carrying value reasonably approximates fair value (see Note 5).
Credit Facility Loan – The carrying value reasonably approximates fair value.
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Notes to consolidated financial statements
Payables to Investment Manager and affiliates – The carrying value reasonably
approximates fair value.
Accrued expenses and other liabilities – The carrying value reasonably approximates
fair value.
Private equity investments – Further information on valuation is provided in the
Fair Value Measurements section below.
Fair Value measurements
It is expected that most of the investments in which the Group invests will meet the
criteria set forth under FASB ASC 820 Fair Value Measurement and Disclosures (“ASC
820”) permitting the use of the practical expedient to determine the fair value of the
investments. ASC 820 provides that, in valuing alternative investments that do not have
quoted market prices but calculate net asset value (“NAV”) per share or equivalent,
an investor may determine fair value by using the NAV reported to the investor by the
underlying investment. To the extent ASC 820 is applicable to an investment, the
Investment Manager will value the Group’s investment based primarily on the value
reported to the Group by the investment or by the lead investor/sponsor of a direct
co-investment as of each quarter-end, as determined by the investments in accordance
with its own valuation policies.
ASC 820-10 Fair Value Measurements and Disclosure establishes a fair value hierarchy
that prioritises the inputs to valuation techniques used to measure fair value. The
hierarchy gives the highest priority to unadjusted quoted prices in active markets for
identical assets or liabilities (Level 1 measurements) and the lowest priority to
unobservable inputs (Level 3 measurements). ASC 820-10-35-39 to 55 provides three
levels of the fair value hierarchy as follows:
Level 1:
Quoted prices are available in active markets for identical investments as of the
reporting date.
Level 2:
Pricing inputs are other than quoted prices in active markets, which are either
directly or indirectly observable as of the reporting date.
Level 3:
Pricing inputs are unobservable for the investment and include situations
where there is little, if any, market activity for the investment. The inputs used in
the determination of the fair value require significant management judgement
or estimation.
Observable inputs refer broadly to the assumptions that market participants would use in
pricing the asset or liability, including assumptions about risk, based on market data
obtained from sources independent of the Group. Unobservable inputs reflect the
Group’s own assumptions about the assumptions market participants would use in
pricing the asset or liability based on the information available. The inputs or
methodology used for valuing assets or liabilities may not be an indication of the risks
associated with investing in those assets or liabilities. The Group generally uses the NAV
reported by the investments as a primary input in its valuation utilising the practical
expedient method of determining fair value; however, adjustments to the reported NAV
may be made based on various factors, including, but not limited to, the attributes of the
interest held, including the rights and obligations, any restrictions or illiquidity on such
interest, any potential clawbacks by the investments and the fair value of the
investments’ portfolio or other assets and liabilities. Investments that are measured at
fair value using the NAV per share (or its equivalent) practical expedient are not
categorised in the fair value hierarchy.
Government obligations
The fair value of U.S. Treasury Bills is based on quoted prices. U.S. Treasury Bills in this
portfolio are categorised as Level 1 of the fair value hierarchy.
Realised gains and losses on investments
Purchases and sales of investments are recorded on a trade-date basis. Realised gains
and losses from sales of investments are determined on a specific identification basis.
For investments in private equity investments, the Group records its share of realised
gains and losses incurred when the Investment Manager knows that the private equity
investment has realised its interest in a portfolio company and the Investment Manager
has sufficient information to quantify the amount. For all other investments, realised
gains and losses are recognised in the Consolidated Statements of Operations and
Changes in Net Assets in the year in which they arise.
Net change in unrealised gains and losses on investments
Gains and losses arising from changes in value are recorded as an increase or decrease
in the unrealised gains or losses of investments based on the methodology described
above.
Foreign currency
Assets and liabilities denominated in foreign currencies are translated into U.S. dollar
amounts at the reporting date. Transactions denominated in foreign currencies, including
purchases and sales of investments, and income and expenses, are translated into U.S.
dollar amounts on the date of such transactions. Adjustments arising from foreign
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Notes to consolidated financial statements
currency transactions are reflected in the Net realised gain on investments and the
Net change in unrealised gain (loss) on investments on the Consolidated Statements of
Operations and Changes in Net Assets.
The Group’s investments of which capital is denominated in foreign currency are
translated into U.S. dollars based on rates of exchange at the reporting date. The
cumulative effect of translation to U.S. dollars has increased the fair value of the
Group’s foreign investments by $34,764,245 for the year ended 31 December 2025.
The cumulative effect of translation to U.S. dollars decreased the fair value of the
Group’s foreign investments by $21,111,656 for the year ended 31 December 2024.
The ZDP Shares were denominated in Sterling (see Note 5 and Note 6; as of
31 December 2025 and 31 December 2024, there were no outstanding ZDP Shares).
The Group has unfunded commitments denominated in currencies other than U.S.
dollars. At 31 December 2025, the unfunded commitments that are in Euros and
Sterling amounted to €7,124,624 and £25,078, respectively (31 December 2024:
€6,235,659 and £29,588). They have been included in the Consolidated Condensed
Schedules of Investments at the U.S. dollar exchange rates in effect at 31 December
2025 and 31 December 2024. The effect on the unfunded commitment of the change
in the exchange rates between Euros and U.S. dollars was an increase in the U.S. dollar
obligations of $839,438 for 31 December 2025 and a decrease in the U.S. dollar
obligations of $433,276 for 31 December 2024.
The effect on the unfunded commitment of the change in the exchange rates
between Sterling and U.S. dollars was an increase in the U.S. dollar obligations of
$2,354 for 31 December 2025 and a decrease in the U.S. dollar obligations of $663
for 31 December 2024.
Investment transactions and investment income
Investment transactions are accounted for on a trade-date basis. Investments are
recognised when the Group incurs an obligation to acquire a financial instrument and
assume the risk of any gain or loss or incurs an obligation to sell a financial instrument and
forego the risk of any gain or loss. Investment transactions that have not yet settled are
reported as receivable from investment or payable to investment.
The Group earns interest and dividends from direct investments and from cash and cash
equivalents. The Group records dividends on the ex-dividend date, net of withholding tax,
if any, and interest, on an accrual basis when earned, provided the Investment Manager
knows the information or is able to reliably estimate it. Otherwise, the Group records the
investment income when it is reported by the private equity investments. Discounts
received or premiums paid in connection with the acquisition of loans are amortised into
interest income using the effective interest method over the contractual life of the
related loan. Payment-in-kind (“PIK”) interest is computed at the contractual rate
specified in the loan agreement for any portion of the interest which may be added to the
principal balance of a loan rather than paid in cash by the obligator on the scheduled
interest payment date. PIK interest is added to the principal balance of the loan and
recorded as interest income. Prepayment premiums include fee income from securities
settled prior to maturity date, and are recorded as interest income in the Consolidated
Statements of Operations and Changes in Net Assets.
For the year ended 31 December 2025, total interest and dividend income was
$1,492,368, of which $24,831 was dividends, and $1,467,537 was interest income. For the
year ended 31 December 2024, total interest and dividend income was $8,525,670, of
which $2,119 was dividends, and $8,523,551 was interest income.
Cash and cash equivalents
Cash and cash equivalents represent cash held in accounts at banks and liquid
investments with original maturities of three months or less. Cash equivalents are carried
at cost plus accrued interest, which approximates fair value. At 31 December 2025 and
31 December 2024, cash and cash equivalents consisted of $72,660,533 and
$72,758,539, respectively, held in operating accounts with Bank of America Merrill Lynch
and U.S. Bank.
Cash equivalents are held for the purpose of meeting short-term liquidity requirements,
rather than for investment purposes. As of 31 December 2025 and 31 December 2024,
the cash equivalents were NIL and $47,241,246, respectively.
Cash and cash equivalents are subject to credit risk to the extent those balances exceed
applicable Federal Deposit Insurance Corporation (“FDIC”) or Securities Investor
Protection Corporation (“SIPC”) limitations.
Income taxes
The Company is registered in Guernsey as an exempt company. The States of Guernsey
Income Tax Authority has granted the Group an exemption from Guernsey income tax
under the provision of the Income Tax (Exempt Bodies) (Guernsey) Ordinance 1989 and
the Group has been charged an annual exemption fee of £1,600 (2024: £1,600). Generally,
income that the Group derives from the investments may be subject to taxes imposed by
the U.S. or other countries and will impact the Group’s effective tax rate.
In accordance with FASB ASC 740-10, Income Taxes, the Group is required to determine
whether its tax positions are more likely than not to be sustained upon examination by the
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Notes to consolidated financial statements
applicable taxing authority based on the technical merits of the position. Tax positions
not deemed to meet a more-likely-than-not threshold would be recorded as a tax
expense in the current year.
The Group files tax returns as prescribed by the tax laws of the jurisdictions in which it
operates. In the normal course of business, the Group is subject to examination by U.S.
federal, state, local and foreign jurisdictions, where applicable. The Group’s U.S. federal
income tax returns are open under the normal three-year statute of limitations and
therefore subject to examination. The Investment Manager does not expect that the
total amount of unrecognised tax benefits will materially change over the next 12 months.
Investments made in entities that generate U.S. source investment income may subject
the Group to certain U.S. federal and state income tax consequences. A U.S. withholding
tax at the rate of 30% may be applied on the Group’s distributive share of any U.S.
sourced dividends and interest (subject to certain exemptions) and certain other income
that the Group receives directly or through one or more entities treated as either
partnerships or disregarded entities for U.S. federal income tax purposes.
Investments made in entities that generate business income that is effectively
connected with a U.S. trade or business may subject the Group to certain U.S. federal
and state income tax consequences. Generally, the U.S. imposes withholding tax
on effectively connected income at the highest U.S. rate (generally 21%). In addition,
the Group may also be subject to a branch profits tax which can be imposed at a rate of
up to 23.7% of the after-tax profits treated as effectively connected income associated
with a U.S. trade or business. As such, the aggregate U.S. tax liability on effectively
connected income may approximate 44.7% given the two levels of tax.
The Group recognises a tax benefit in the consolidated financial statements only when it
is more likely than not that the position will be sustained upon examination by the relevant
taxing authority based on the technical merits of the position. To date, the Group has not
provided any reserves for taxes as all related tax benefits have been fully recognised.
Although the Investment Manager believes uncertain tax positions have been
adequately assessed, the Investment Manager acknowledges that these matters
require significant judgement and no assurance can be given that the final tax outcome
of these matters will not be different.
Deferred taxes are recorded to reflect the tax benefit and consequences of future years’
differences between the tax basis of assets and liabilities and their financial reporting
basis. The Group records a valuation allowance to reduce deferred tax assets if it is more
likely than not that some portion or all of the deferred tax assets will not be realised.
Management subsequently adjusts the valuation allowance as the expected realisability
of the deferred tax assets changes such that the valuation allowance is sufficient to
cover the portion of the asset that will not be realised. The Group records the tax
associated with any transactions with U.S. or other tax consequences when the Group
recognises the related income (see Note 7).
Shareholders in certain jurisdictions may have individual income tax consequences from
ownership of the Group’s shares. The Group has not accounted for any such tax
consequences in these consolidated financial statements. For example, the Investment
Manager expects the Group and certain of its non-U.S. corporate subsidiaries to be
treated as passive foreign investment corporations (“PFICs”) under U.S. tax rules. For this
purpose, the PFIC regime should not give rise to additional tax at the level of the Group or
its subsidiaries. Instead, certain U.S. investors in the Group may need to make tax
elections and comply with certain U.S. reporting requirements related to their investments
in the PFICs in order to potentially manage the adverse U.S. tax consequences associated
with the regime.
Forward foreign exchange contracts
Forward foreign exchange contracts are reported on the balance sheets at fair value and
included either in other assets or accrued expenses and other liabilities, depending on
each contract’s unrealised position (appreciated/depreciated) relative to its notional
value as of the end of the reporting periods (see Note 6).
Forward foreign exchange contracts involve elements of market risk in excess of the
amounts reflected on the consolidated financial statements. The Group bears the risk of
an unfavourable change in the foreign exchange rate underlying the forward foreign
exchange contract, if any contract exists, as well as risks from the potential inability of the
counterparties to meet the terms of their contracts.
Dividends to shareholders
The Company pays dividends semi-annually to shareholders upon approval by the
Board of Directors subject to the passing of the solvency test under Guernsey law.
Liabilities for dividends to shareholders are recorded on the ex-dividend date.
The Company may declare dividend payments from time to time. Prior to each dividend
announcement, the Board reviews the appropriateness of the dividend payment in light
of macroeconomic activity, the financial position of the Company, and other factors.
The Company targets an annualised dividend yield of 3.0% or greater on NAV which has
been paid out semi-annually.
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Notes to consolidated financial statements
Operating expenses
Operating expenses are recognised when incurred. Operating expenses include
amounts directly incurred by the Group as part of its operations, and do not include
amounts incurred from the operations of the Group’s investments. These operating
expenses are included in Administration and professional fees on the Consolidated
Statement of Operations and Changes in Net Assets.
Carried interest
Carried interest amounts due to the Special Limited Partner (an affiliate of the Investment
Manager, see Note 10) are computed and accrued at each period end based on period-
to-date results in accordance with the terms of the Third Amended and Restated Limited
Partnership Agreement of NB PEP Investments LP (Incorporated). For the purposes of
calculating the incentive allocation payable to the Special Limited Partner, the value of
any fund investments made by the Group in other Neuberger Berman Funds (“NB Funds”)
in respect of which the Investment Manager or an affiliate receives a fee or other
remuneration shall be excluded from the calculation.
Recent Accounting Pronouncements
In December 2023, FASB issued Accounting Standards Update No. 2023-09,
“Improvements to Income Tax Disclosures” (“ASU 2023-09”). ASU 2023-09 clarifies the
guidance in ASC 740 “Income Taxes” to enhance the transparency and decision-
usefulness of income tax disclosures, particularly in the rate reconciliation table and
disclosures about income taxes paid. The amendments are intended to address
investors’ requests for income tax disclosures that provide more information to help
them better understand an entity’s exposure to potential changes in tax laws and the
ensuing risks and opportunities and to assess income tax information that affects cash
flow forecasts and capital allocation decisions. ASU 2023-09 is effective for annual
reporting periods beginning after December 15, 2024. The Group has retrospectively
adopted the ASU and included the additional required disclosures above in the
consolidated financial statements (see Note 7).
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Note 3 – Investments
The Group invests in a diversified portfolio of direct private equity companies (see Note 2). As required by ASC 820, financial assets and liabilities are classified in their entirety based
on the lowest level of input that is significant to the fair value measurement. The Group has assessed these positions and concluded that all private equity companies not valued
using the practical expedient, with the exception of marketable securities, are classified as either Level 2, due to indirect investment through holding company, or Level 3, due to
significant unobservable inputs. Marketable securities distributed from a private equity company are classified as Level 1. The Group values equity securities that are traded on a
national securities exchange at their last reported sales price. As of 31 December 2025, there was one marketable security held by the Group. As of 31 December 2024, there were two
marketable securities held by the Group.
The following table details the Group’s financial assets and liabilities that were accounted for at fair value as of 31 December 2025 and 31 December 2024 by level and fair value hierarchy.
As of 31 December 2025
Assets (Liabilities) Accounted for at Fair Value
Level 1
Level 2
Level 3
Investments
measured at
net asset value
1
Total
Common stock
$
41,664
$
3,236,829
$
$
$
3,278,493
Government obligations
18,899,541
18,899,541
Private equity companies
153,473,875
1,055,303,711
1,208,777,586
Totals
$
18,941,205
$
3,236,829
$
153,473,875
$
1,055,303,711
$
1,230,955,620
As of 31 December 2024
Assets (Liabilities) Accounted for at Fair Value
Level 1
Level 2
Level 3
Investments
measured at
net asset value
1
Total
Common stock
$3,770,837
$3,984,000
$–
$–
$7,754,837
Private equity companies
153,354,715
1,136,442,328
1,289,797,043
Totals
$3,770,837
$3,984,000
$153,354,715
$1,136,442,328
$1,297,551,880
1.
Certain investments that are measured at fair value using the NAV per share (or its equivalent) practical expedient have not been categorised in the fair value hierarchy. The fair value amounts presented in this table are intended to permit
reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Condensed Schedules of Investments.
Significant investments:
At 31 December 2025, the Group’s share of the following underlying private equity company exceeded 5% of net asset value
Company (Legal Entity Name)
Industry
Country
Fair Value
2025
Fair Value as a
Percentage of
net asset value
Action (3i 2020 Co-investment 1 SCSp) (LP Interest)
Consumer/Retail
Netherlands
$75,904,753
6.28%
Osaic Holdings, Inc
1
(RCP Artemis Co-Invest, L.P.) (LP Interest)
Financial Services
United States of America
69,843,990
5.78%
Solenis LLC (Platinum Equity Diamond Co-Investors (Cayman), L.P.) (Platinum Equity Olympus Co-Investors (Cayman), L.P.) (LP Interest)
Industrials
United States of America
65,271,868
5.40%
1.
The company is held by NB Alternatives Direct Co-investment Programme B and through a direct equity co-investment vehicle.
Notes to consolidated financial statements
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Significant investments:
At 31 December 2024, the Group’s share of the following underlying private equity company exceeded 5% of net asset value.
Company (Legal Entity Name)
Industry
Country
Fair Value
2024
Fair Value as a
Percentage of
net asset value
Action (3i 2020 Co-investment 1 SCSp) (LP Interest)
Consumer/Retail
Netherlands
$74,432,660
5.85%
Osaic Holdings, Inc
1
(RCP Artemis Co-Invest, L.P.) (LP Interest)
Financial Services
United States of America
71,485,020
5.61%
1.
The company is held by NB Alternatives Direct Co-investment Programme B and through a direct equity co-investment vehicle.
The following table summarises the changes in the fair value of the Group’s Level 3 private equity investments for the year ended 31 December 2025.
(dollars in thousands)
For the Year Ended 31 December 2025
Large-cap Buyout
Mid-cap Buyout
Special Situations
Growth/Venture
Income Investments
Total Private
Equity Investments
Balance, 31 December 2024
$
49,118
$
93,289
$
2,277
$
8,671
$
$
153,355
Purchases of investments and/or contributions to investments
Realised gain (loss) on investments
(1)
4,202
(12,178)
5,164
(2,813)
Changes in unrealised gain (loss) of investments still held at the reporting date
(933)
14,155
13,222
Changes in unrealised gain (loss) of investments sold during the period
(176)
9,901
(4,731)
4,994
Distributions from investments
(328)
(5,852)
(9,104)
(15,284)
Transfers into level 3
Transfers out of level 3
Balance, 31 December 2025
$
47,856
$
105,618
$
$
$
$
153,474
There were no transfers into or out of Level 3.
The following table summarises changes in the fair value of the Group’s Level 3 private equity investments for the year ended 31 December 2024.
For the Year Ended 31 December 2024
(dollars in thousands)
Large-cap Buyout
Mid-cap Buyout
Special Situations
Growth/Venture
Income Investments
Total Private Equity
Investments
Balance, 31 December 2023
$43,314
$99,598
$8,191
$11,331
$44,325
$206,759
Purchases of investments and/or contributions to investments
Realised gain (loss) on investments
(1)
6,603
55
(2,579)
4,078
Changes in unrealised gain (loss) of investments still held at the reporting date
5,805
4,374
(5,914)
(2,693)
1,572
Changes in unrealised gain (loss) of investments sold during the period
(5,928)
(672)
(6,600)
Distributions from investments
(17,236)
(257)
(41,074)
(58,567)
Transfers into level 3
5,878
235
6,113
Transfers out of level 3
Balance, 31 December 2024
$
49,118
$
93,289
$
2,277
$
8,671
$
$
153,355
Investments were transferred into Level 3 as management’s fair value estimate included significant unobservable inputs. There were no transfers out of Level 3.
Notes to consolidated financial statements
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The following table summarises the valuation methodologies and inputs used for private equity investments categorised in Level 3 as of 31 December 2025.
(dollars in thousands)
Private Equity Investments
Fair Value 31 December 2025
Valuation Methodologies
Unobservable Inputs
1
Ranges (Weighted Average)
2
Impact to Valuation from an
Increase in Input
3
Direct equity investments
Large-cap buyout
$
47,856
Market Comparable Companies
LTM EBITDA
13.2x
Increase
Market Comparable Companies
NTM EBITDA
19.0x
Increase
Mid-cap buyout
105,618
Market Comparable Companies
LTM EBITDA
9.0x-17.4x (14.5x)
Increase
Total
$
153,474
1.
LTM means Last Twelve Months, EBITDA means Earnings Before Interest Taxes Depreciation and Amortisation, NTM means Next Twelve Months.
2.
Inputs weighted based on fair value of investments in range.
3.
Unless otherwise noted, this column represents the directional change in the fair value of Level 3 investments that would result from an increase to the corresponding unobservable input. A decrease to the unobservable input would
have the opposite effect. Significant increases and decreases in these inputs in isolation could result in significantly higher or lower fair value measurements.
Notes to consolidated financial statements
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The following table summarises the valuation methodologies and inputs used for private equity investments categorised in Level 3 as of 31 December 2024.
(dollars in thousands)
Private Equity Investments
Fair Value 31 December 2024
Valuation Methodologies
Unobservable Inputs
1
Ranges (Weighted Average)
2
Impact to Valuation from an
Increase in Input
3
Direct equity investments
Large-cap buyout
$49,118
Market Comparable Companies
LTM EBITDA
12.9x-22.5x (15.1x)
Increase
Market Comparable Companies
NTM EBITDA
20.0x
Increase
Mid-cap buyout
93,289
Escrow Value
Escrow
1.0x
Increase
Expected Transaction Price
Expected Transaction Price
1.0x
Increase
Market Comparable Companies
LTM EBITDA
11.0x-14.8x (13.4x)
Increase
Special situations
2,277
Market Comparable Companies
LTM EBITDA
7.6x
Increase
Growth/venture
8,671
Market Comparable Companies
LTM EBITDA
21.3x
Increase
Escrow Value
Escrow
1.0x
Increase
Total
$153,355
1.
LTM means Last Twelve Months, EBITDA means Earnings Before Interest Taxes Depreciation and Amortisation, NTM means Next Twelve Months.
2.
Inputs weighted based on fair value of investments in range.
3.
Unless otherwise noted, this column represents the directional change in the fair value of Level 3 investments that would result from an increase to the corresponding unobservable input. A decrease to the unobservable input would
have the opposite effect. Significant increases and decreases in these inputs in isolation could result in significantly higher or lower fair value measurements.
Notes to consolidated financial statements
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Since 31 December 2024, there have been no changes in valuation methodologies
within Level 2 and Level 3 that have had a material impact on the valuation of private
equity investments.
In the case of direct equity investments and income investments, the Investment
Manager does not control the timing of exits, but at the time of investment, typically
expects investment durations to be meaningfully shorter than fund investments.
Therefore, although some fund and direct investments may take 10-15 years to reach final
realisation, the Investment Manager expects the majority of the Group’s invested capital
in the current portfolio to be returned in much shorter timeframes. Generally, fund
investments have a defined term and no right to withdraw. In the case of fund investments,
fund lives are typically 10 years; however, a series of extensions often mean the lives can
extend significantly beyond this. It should be noted that the Group’s fund investments are
legacy assets, non-core to the current strategy and are in realisation mode.
Note 4 – Credit facility
As of 31 December 2025, a subsidiary of the Company had a $300.0 million secured
revolving credit facility (the “MassMutual Facility”) with Massachusetts Mutual Life
Insurance Company (“MassMutual”). The 10-year borrowing availability period of the
MassMutual Facility expires on 23 December 2029, while the MassMutual Facility
matures on 23 December 2031. As of 31 December 2025 and 2024, the outstanding
balance of the MassMutual Facility was $90,000,000, and for each of the years ended
31 December 2025 and 2024, the borrowings drawn from the MassMutual Facility were
NIL and the payments to the MassMutual Facility were NIL.
Under the MassMutual Facility, the Group is required to meet certain portfolio
concentration tests and certain loan-to-value ratios not to exceed 45% through
23 December 2027 with stepdowns each year thereafter until reaching 0% on
23 December 2029 and through maturity. In addition, the MassMutual Facility limits the
incurrence of loan-to-value ratios above 45%, additional indebtedness, asset sales,
acquisitions, mergers, liens, portfolio asset assignments, or other matters customarily
restricted in such agreements. The MassMutual Facility defines change in control as a
change in the Company’s ownership structure of certain of its subsidiaries or the event
in which the Group is no longer managed by the Investment Manager or an affiliate.
A change in control would trigger an event of default under the MassMutual Facility.
At 31 December 2025, the Group met all requirements under the MassMutual Facility.
The MassMutual Facility is secured by a security interest in the cash flows from the
underlying investments of the Group.
Under the MassMutual Facility, the interest rate is calculated as SOFR plus 2.875% per
annum, subject to a credit spread adjustment. The amended credit facility agreement
results in no material economic changes to the facility.
The Group is required to pay a commitment fee calculated as 0.55% per annum on the
average daily balance of the unused facility amount. The Group is subject to a minimum
utilisation of 30% of the facility size, or $90.0 million. If the minimum utilisation is not met,
the Group is required to pay the amount of interest that would have been accrued on the
minimum usage amount less any outstanding advances. As of 31 December 2025, the
Group met the minimum utilisation requirement, and only the commitment fee applied.
The following table summarises the Group’s finance costs incurred and expensed under
the MassMutual Facility for the years ended 31 December 2025 and 2024.
31 December 2025
31 December 2024
Interest expense
$
6,750,688
$7,597,587
Undrawn commitment fees
1,171,042
1,174,250
Servicing fees and breakage costs
78,125
78,250
Amortisation of capitalised debt issuance costs
264,567
265,291
Total Credit Facility Finance Costs
$
8,264,422
$9,115,378
As of 31 December 2025 and 31 December 2024, unamortised capitalised debt issuance
costs (included in Other assets on the Consolidated Balance Sheets) were $1,582,345
and $1,846,912, respectively. Capitalised amounts are being amortised on a straight-line
basis over the terms of the applicable credit facility.
Notes to consolidated financial statements
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Note 5 – Zero Dividend Preference Shares (“ZDP Shares”)
On 30 October 2024, the 2024 ZDP Shares were redeemed and delisted from the
Specialist Fund Segment of the Main Market of the London Stock Exchange (“Specialist
Fund Segment”).
The following table reconciles the liability for ZDP Shares, which approximates fair value,
for the year ended 31 December 2025 and the year ended 31 December 2024.
ZDP Shares
Pounds Sterling
U.S. Dollars
Liability, 31 December 2023
£63,091,290
$
80,428,778
Net change in accrued interest on 2024 ZDP Shares
2,223,710
3,394,440
Redemption of 2024 ZDP Shares
(65,315,000)
(84,956,173)
Currency conversion
1,132,955
Liability, 31 December 2024
£–
$
Net change in accrued interest on 2024 ZDP Shares
Redemption of 2024 ZDP Shares
Currency conversion
Liability, 31 December 2025
£–
$
As of 31 December 2025 and 31 December 2024, there were no outstanding ZDP
share classes.
ZDP Shares were measured at amortised cost. Capitalised offering costs were being
amortised using the effective interest rate method.
Note 6 – Forward foreign exchange contracts
The Group currently does not employ specific hedging techniques to reduce the risks of
adverse movements in securities prices, currency exchange rates and interest rates;
however, the investments may employ such techniques. While hedging techniques may
reduce certain risks, such transactions themselves may entail other risks. Thus, while the
investments may benefit from the use of these hedging mechanisms, unanticipated
changes in securities prices, currency exchange rates or interest rates may result in
poorer overall performance for the investments than if they had not entered into such
hedging transactions.
As of 31 December 2025 and 31 December 2024, the Group did not hold any active
forward foreign currency contracts.
Note 7 – Income taxes
The Group is exempt from Guernsey tax on income derived from non-Guernsey sources.
However, certain of its underlying investments generate income that is subject to tax in
other jurisdictions, principally the U.S., the Group has recorded the following amounts
related to such taxes:
For the Year Ended
31 December 2025
For the Year Ended
31 December 2024
United States
$
(30,326,830)
$(27,790,433)
Foreign
24,831
2,119
Net investment loss before income tax expense
$
(30,301,999)
$
(27,788,314)
Current tax expense
$
1,709,785
$2,316,596
Deferred tax expense (benefit)
(24,142)
39,677
Total tax expense
$
1,685,643
$
2,356,273
U.S. federal
$
1,625,057
$2,316,596
U.S. state and local
60,586
39,677
Foreign
Total tax expense
$
1,685,643
$
2,356,273
Notes to consolidated financial statements
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Current tax expense is reflected in Net investment loss after taxes, and deferred tax
expense is reflected in Net change in unrealised gain (loss) on investments on the
Consolidated Statements of Operations and Changes in Net Assets. Net deferred tax
liabilities are related to net unrealised gains, and gross deferred tax assets, offset by a
valuation allowance, are related to unrealised losses on investments held in entities that
file separate tax returns.
The Group has no gross unrecognised tax benefits. The Group is subject to examination
by tax regulators under the three-year statute of limitations.
The following is a reconciliation of the statutory federal income tax rate to the Group’s
effective tax rate for the years ended 31 December 2025 and 2024 are as follows:
For the Year Ended
31 December 2025
For the Year Ended
31 December 2024
Guernsey statutory income tax rate
$
0.00%
$
0.00%
Income tax expenses at US federal statutory rate
1,625,057
(5.36%)
2,316,596
(8.34%)
State and local taxes, net of
federal benefit
60,586
(0.20%)
39,677
(0.14%)
Effective tax rate
$
1,685,643
(5.56%)
$
2,356,273
(8.48%)
The table below summarises cash taxes paid (net of refunds received) for the years
ended 31 December 2025 and 2024. The jurisdictions included below represents cash
taxes paid (net of refunds received) equal to or greater than 5% of total cash taxes paid.
For the Year Ended
31 December 2025
For the Year Ended
31 December 2024
Cash taxes paid
U.S. state and local
New York
$
28,216
$21,421
Illinois
11,710
6,388
California
(31,996)
18,972
Other
825
11,500
Total U.S. state and local
$
8,755
$
58,281
U.S. withholding taxes
2,076,003
5,205,415
Foreign
Total cash taxes paid
$
2,084,758
$
5,263,696
Note 8 – Earnings per Share
The computations for earnings per share for the years ended 31 December 2025 and
2024 are as follows:
2025
2024
Net increase in net assets resulting from operations attributable
to the controlling interest
$
38,882,562
$16,827,830
Divided by weighted average shares outstanding for Class A
Shares and Class B Shares of the controlling interest
45,301,349
46,265,077
Earnings per share for Class A Shares and Class B Shares
of the controlling interest
$
0.86
$0.36
In accordance with Article 104(2) of the Commission Delegated Regulation (EU) No
231/2013 (and the UK version of this regulation which is part of UK law by virtue of the
European Union (Withdrawal) Act 2018), the Group is required to disclose additional
information on the classification of the balances presented within the Net realised gain on
investments, and Net change in unrealised gain (loss) on investments presented on the
Consolidated Statements of Operations and Changes in Net Assets. For the years ended
31 December 2025 and 2024, the balances include the following:
Classification of Realised Gain (Loss) and Unrealised Gain (Loss)
1
31 December 2025
31 December 2024
Realised gain on investments
$
109,537,507
$72,366,477
Realised loss on investments
(26,497,433)
(39,416,538)
Net realised gain on investments
$
83,040,074
$32,949,939
Unrealised gain on investments
$
137,312,462
$137,725,571
Unrealised loss on investments
2
(149,423,643)
(123,661,348)
Net unrealised gain (loss) on investments
$
(12,111,181)
$14,064,223
1.
Above amounts are presented gross and, as such, exclude the tax expense (benefit) reported on the
Consolidated Statements of Operations and Changes in Net Assets
2.
Includes unrealised gain reversal of $74,248,802 and $62,590,837 for the periods ended 31 December 2025 and
2024, respectively, as a result of realised investment transactions.
Notes to consolidated financial statements
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Note 9 – Share capital, including treasury stock
Class A shareholders have the right to vote on all resolutions proposed at general
meetings of the Company, including resolutions relating to the appointment, election,
re-election and removal of Directors. The Company’s Class B Shares, which were issued
at the time of the initial public offering to a Guernsey charitable trust, whose trustee is
Oak Trust (Guernsey) Limited (“Trustee”), usually carry no voting rights at general
meetings of the Company. However, in the event the level of ownership of Class A Shares
by U.S. residents (excluding any Class A Shares held in treasury) exceeds 35% on any date
determined by the Directors (based on an analysis of share ownership information
available to the Company), the Class B Shares will carry voting rights in relation to “Director
Resolutions” (as such term is defined in the Company’s articles of incorporation). In this
event, Class B Shares will automatically carry such voting rights to dilute the voting power
of the Class A shareholders with respect to Director Resolutions to the extent necessary
to reduce the percentage of votes exercisable by U.S. residents in relation to the Director
Resolutions to not more than 35%. Each Class A Share and Class B Share participates
equally in profits and losses. There have been no changes to the legal form or nature of
the Class A Shares nor to the reporting currency of the Company’s consolidated financial
statements (which will remain in U.S. dollars) as a result of the Main Market quote being in
Sterling as well as U.S. dollars. Additional paid-in capital (“APIC”) is the excess amount
paid by shareholders over the par value of shares. The Company’s APIC is included on the
Consolidated Balance Sheets.
The following table summarises the Company’s shares at 31 December 2025 and
31 December 2024.
31 December 2025
31 December 2024
Class A Shares outstanding
43,280,496
46,237,719
Class B Shares outstanding
10,000
10,000
43,290,496
46,247,719
Class A Shares held in treasury – number of shares
3,150,408
3,150,408
Class A Shares held in treasury – cost
$
9,248,460
$9,248,460
The Company currently has shareholder authority to repurchase shares in the market,
the aggregate value of which may be up to 14.99% of the Class A Shares in issue
(excluding Class A Shares held in treasury) at the time the authority is granted; such
authority will expire on the date which is 15 months from the date of passing of this
resolution or, if earlier, at the end of the Annual General Meeting (“AGM”) of the Company
held in June 2026. The maximum price which may be paid for a Class A Share is an amount
equal to the higher of (i) the price of the last independent trade and (ii) the highest current
independent bid, in each case, with respect to the Class A Shares on the relevant
exchange (being the Main Market).
The Company entered into a share buyback agreement with Jefferies International
Limited (“Jefferies”) on 5 October 2022, subject to renewals.
For the year ended 31 December 2025, the Company purchased a total of 2,957,223
shares of its Class A stock (6.39% of the issued and outstanding shares as of
31 December 2024) pursuant to general authority granted by shareholders of the
Company and the share buyback agreement with Jefferies International Limited. For the
year ended 31 December 2025, the Company cancelled 2,927,223 shares of its Class A
stock, and 30,000 shares were cancelled on 2 January 2026. For the year ended
31 December 2024, the Company purchased and cancelled a total of 264,887 shares of
its Class A stock (0.57% of the issued and outstanding shares as of 31 December 2023).
Note 10 – Management of the Group and other related
party transactions
Management and Guernsey administration
The Group is managed by the Investment Manager for a management fee calculated at
the end of each calendar quarter equal to 37.5 basis points (150 basis points per annum)
of the fair value of the private equity and opportunistic investments. For purposes of this
computation, the fair value is reduced by the fair value of any investment for which the
Investment Manager is separately compensated for investment management services.
The Investment Manager is not entitled to a management fee on: (i) the value of any fund
investments held by the Company in NB Funds in respect of which the Investment
Manager or an affiliate receives a fee or other remuneration; or (ii) the value of any holdings
in cash and short-term investments (the definition of which shall be determined in good
faith by the Investment Manager, and shall include holdings in money market funds
(whether managed by the Investment Manager, an affiliate of the Investment Manager or a
third-party manager)). For the years ended 31 December 2025 and 2024, the management
fee expenses were $18,447,423 and $18,931,980, respectively, and are included in
Investment management and services on the Consolidated Statement of Operations
and Changes in Net Assets. As of 31 December 2025 and 2024, Investment Management
fees payable to the Investment Manager and its affiliates were $4,436,892 and $4,664,735,
respectively. If the Company terminates the Investment Management Agreement
without cause, the Company shall pay a termination fee equal to: seven years of
management fees, plus an amount equal to seven times the mean average incentive
allocation of the three performance periods immediately preceding the termination,
plus all underwriting, placement and other expenses borne by the Investment Manager
Notes to consolidated financial statements
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or affiliates in connection with the Company’s Initial Public Offering. Certain of the
Group’s investments pay the Investment Manager for transaction services at the time of
close and ongoing monitoring services. This income to the Investment Manager is
shared with the Group based on its ownership percentage through a fee offset which is
presented on the Consolidated Statement of Operations and Changes in Net Assets.
For the years ended 31 December 2025 and 2024, the management fee offset was
$6,465 and $128,041, respectively.
Administration and professional fees include fees for Directors, independent third-party
accounting and administrative services, audit, tax, and assurance services, trustee, legal,
listing and other items. The Company has appointed a Guernsey administrator to provide
company secretarial and certain administrative functions relating to Guernsey regulatory
matters affecting the Group. These services were provided by Oak Fund Services
(Guernsey) Limited (“Oak Fund Services”), an affiliate of the Trustee shares. The Group
paid Oak Fund Services $265,344 and $72,322 for the years ended 31 December 2025
and 2024, respectively. Oak Fund Services was appointed as Guernsey Administrator
and Company Secretary on 1 November 2024. Prior to Oak Fund Services appointment,
these services were provided by Ocorian Administration (Guernsey) Limited (“Ocorian”),
an affiliate of the Trustee shares until 30 September 2024. Fees for these services were
paid as invoiced by Ocorian. The Group paid Ocorian $265 and $269,293 for the years
ended 31 December 2025 and 2024, respectively, with the 2025 amount representing
residual expenses following the termination of Ocorian’s services in 2024. The Group also
paid MUFG Capital Analytics LLC, an independent third-party fund administrator,
$1,300,000 ($325,000 quarterly) for each of the years ended 31 December 2025 and
2024. These fees are included in Administration and professional fees on the
Consolidated Statements of Operations and Changes in Net Assets.
Directors’ fees are paid in Sterling and they are based on each Director’s position on the
Company’s Board. Directors’ fees are subject to an annual increase equivalent to the
annual rise in the Guernsey retail price index, subject to a 1% per annum minimum, and is
limited to an aggregate of £450,000 per annum. For the year ended 31 December 2025,
Directors’ fees were as follows: Chairman £96,744 annually (£24,186 quarterly), Chairman
of the Audit Committee £72,244 annually (£18,061 quarterly), Senior Independent Director
£66,652 annually (£16,663 quarterly), Chairman of the NRC and MEC £66,544 annually
(£16,636 quarterly), and Non-Executive Directors £61,044 annually (£15,261 quarterly).
For the year ended 31 December 2025, an additional fee was assessed in the amount of
£17,607 annually and payable to three Directors (£5,869 each) for serving as directors of the
Guernsey Subsidiaries of the Company. As of 31 December 2025, the beneficial interests
of the Directors in the issued share capital of the Company was 139,769 Ordinary Shares.
For the years ended 31 December 2025 and 2024, the Group paid the independent
directors a total of $570,814 (of which $23,720 related to services provided to the
Guernsey Subsidiaries of the Company) and $548,273 (of which $14,760 related to
services provided to the Guernsey Subsidiaries of the Company), respectively.
Related parties
In order to execute on its investing activities, the Investment Manager may create an
intermediary entity for tax, legal, or other purposes. These intermediary entities do not
charge management fees nor incentive allocations. Additionally, the Group may
co-invest with other entities with the same Investment Manager as the Group.
Special Limited Partner’s non-controlling interest
in subsidiary
An affiliate of the Investment Manager is a Special Limited Partner in a consolidated
partnership subsidiary. At 31 December 2025 and 31 December 2024, the non-controlling
interest of $2,104,462 and $2,045,773, respectively, represented the Special Limited
Partner’s capital contribution to the partnership subsidiary and income allocation.
The following table reconciles the carrying amount of net assets, net assets attributable
to the controlling interest, and net assets attributable to the non-controlling interest at
31 December 2025 and 2024.
Controlling Interest
Non-controlling
Interest
Total
Net assets balance,
31 December 2023
$
1,305,485,808
$
2,004,028
$
1,307,489,836
Net increase in net assets resulting
from operations
16,827,830
41,745
16,869,575
Dividend payment
(43,597,353)
(43,597,353)
Cost of stock repurchased and cancelled
(264,887 shares)
(5,418,037)
(5,418,037)
Net assets balance,
31 December 2024
$1,273,298,248
$2,045,773
$1,275,344,021
Net increase in net assets resulting
from operations
38,882,562
58,689
38,941,251
Dividend payment
(43,111,732)
(43,111,732)
Cost of stock repurchased and cancelled
(2,957,223 shares)
(59,679,425)
(59,679,425)
Net assets balance,
31 December 2025
$
1,209,389,653
$
2,104,462
$
1,211,494,115
Notes to consolidated financial statements
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Carried interest
The Special Limited Partner is entitled to a carried interest in an amount that is, in general, equal to 7.5% of the Group’s consolidated net increase in net assets resulting from operations,
adjusted by withdrawals, distributions and capital contributions, for a fiscal year in the event that the Group’s Internal Rate of Return for such period, based on the NAV, exceeds 7.5%.
For the purposes of this computation, the value of any private equity fund investment in NB Funds in respect of which the Investment Manager or an affiliate receives a fee or other
remuneration shall be excluded from the calculation of the incentive allocation payable to the Special Limited Partner. If losses are incurred for a period, no carried interest will be earned
for any period until the subsequent net profits exceed the cumulative net losses. Carried interest is also accrued and paid on any economic gain that the Group realises on treasury
stock transactions. Carried interest is accrued periodically and paid in the subsequent year. As of 31 December 2025 and 31 December 2024, carried interest of NIL was accrued.
Private equity investments with NBG subsidiaries
The Group holds limited partner interests in private equity fund investments and direct investment programmes that are managed by subsidiaries of NBG (“NB-Affiliated
Investments”). NB-Affiliated Investments will not result in any duplicative NBG investment management fees and carry charged to the Group. Below is a summary of the Group’s
positions in NB-Affiliated Investments.
NB-Affiliated Investments (dollars in millions)
Fair Value
1
Committed
Funded
Unfunded
2025
NB-Affiliated Programmes
NB Alternatives Direct Co-investment Programmes
$133.4
$275.0
$242.5
$32.5
NB Renaissance Programmes
27.2
41.2
33.2
8.0
Marquee Brands
32.9
30.0
26.6
3.4
NB Credit Opportunities Programme
14.6
50.0
49.3
0.7
Total NB-Affiliated Investments
$
208.1
$
396.2
$
351.6
$
44.6
2024
NB-Affiliated Programmes
NB Alternatives Direct Co-investment Programmes
$174.2
$275.0
$239.6
$35.4
NB Renaissance Programmes
27.4
41.2
35.2
6.0
Marquee Brands
31.8
30.0
26.6
3.4
NB Credit Opportunities Programme
24.3
50.0
45.1
4.9
Total NB-Affiliated Investments
$
257.7
$
396.2
$
346.5
$
49.7
1.
Fair value does not include distributions. At 31 December 2025 and 31 December 2024, the total distributions from NB-Affiliated Investments were $587.1 and $521.7, respectively.
Notes to consolidated financial statements
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Note 11 – Risks and contingencies
Market risk
The Group’s exposure to financial risks is both direct (through its holdings of assets and
liabilities directly subject to these risks) and indirect (through the impact of these risks on
the overall valuation of its private equity companies). The Group’s private equity
companies are generally not traded in an active market, but are indirectly exposed to
market price risk arising from uncertainties about future values of the investments held.
Each fund investment of the Group holds a portfolio of investments in underlying
companies. These portfolio company investments vary as to type of security held by the
underlying partnership (debt or equity, publicly traded or privately held), stage of
operations, industry, geographic location and geographic distribution of operations and
size, all of which may impact the susceptibility of their valuation to market price risk.
Market conditions for publicly traded and privately held investments in portfolio
companies held by the partnerships may affect their value in a manner similar to the
potential impact on direct co-investments made by the Group in privately held securities.
The fund investments of the Group may also hold financial instruments (including debt
and derivative instruments) in addition to their investments in portfolio companies that
are susceptible to market price risk and therefore may also affect the value of the Group’s
investment in the partnerships. As with any individual investment, market prices may vary
from composite index movements.
Additionally, the Group’s investments in non-USD denominated investments may result
in foreign exchange losses caused by devaluations and exchange rate fluctuations.
Credit risk
Credit risk is the risk of losses due to the failure of a counterparty to perform according to
the terms of a contract. The Group may invest in a range of debt securities directly or in
funds which do so. Until such investments are sold or are paid in full at maturity, the Group
is exposed to credit risk relating to whether the issuer will meet its obligations when the
securities come due.
The cash and other liquid securities held can subject the Group to a concentration of
credit risk. The Investment Manager attempts to mitigate the credit risk that exists with
cash deposits and other liquid securities by regularly monitoring the credit ratings of such
financial institutions and evaluating from time to time whether to hold some of the
Group’s cash and cash equivalents in U.S. Treasuries or other highly liquid securities.
The Group’s investments are subject to various risk factors including market and credit
risk, interest rate and foreign exchange risk, inflation risk, and the risks associated with
investing in private securities. Non-U.S. dollar denominated investments may result in
foreign exchange losses caused by devaluations and exchange rate fluctuations.
In addition, consequences of political, social, economic, diplomatic changes, or
public health condition may have disruptive effects on market prices or fair valuations
of foreign investments.
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its obligations as they fall
due. The Investment Manager mitigates this risk by monitoring the sufficiency of cash
balances and availability under the credit facility (see Note 4) to meet expected liquidity
requirements for investment funding and operating expenses.
Contingencies
In the normal course of business, the Group enters into contracts that contain a variety
of representations and warranties which provide general indemnifications. The Group’s
maximum exposure under these arrangements is unknown, as this would involve future
claims that may be made against the Group that have not yet occurred. The Investment
Manager expects the risk of loss to be remote and does not expect these to have a
material adverse effect on the consolidated financial statements of the Group.
Notes to consolidated financial statements
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Note 12 – Financial highlights
The following ratios with respect to the Class A Shares and Class B Shares have been
computed for the years ended 31 December 2025 and 2024:
Per share operating performance
(based on average shares outstanding during the year)
For the Year Ended
31 December 2025
For the Year Ended
31 December 2024
Beginning net asset value
$
27.53
$28.07
Net increase in net assets resulting from operations:
Net investment loss
(0.71)
(0.65)
Net realised and unrealised gain
1.57
1.01
Dividend payment
(0.95)
(0.94)
Stock repurchased and cancelled
0.50
0.04
Ending net asset value
$
27.94
$
27.53
Total return
(based on change in net asset value per share)
For the Year Ended
31 December 2025
For the Year Ended
31 December 2024
Total return before carried interest
4.94%
1.43%
Carried interest
Total return after carried interest
4.94%
1.43%
Net investment income (loss) and expense ratios
(based on weighted average net assets)
For the Year Ended
31 December 2025
For the Year Ended
31 December 2024
Net investment loss, excluding carried interest
(2.54%)
(2.33%)
Expense ratios:
Expenses before interest, fee offset, and carried interest
1.99%
1.96%
Interest expense
0.54%
0.85%
Fee offset
(0.01%)
Carried interest
Expense ratios total
2.53%
2.80%
Net investment loss is interest income earned net of expenses, including management
fees and other expenses consistent with the presentation within the Consolidated
Statements of Operations and Changes in Net Assets. The net investment loss ratios do
not include net realised and unrealised gain. Expenses do not include the expenses of
the underlying private equity investment partnerships. In the expense ratios, expenses
are presented as a positive number whereas the offset is negative to represent a
reduction to expenses.
Individual shareholder returns may differ from the ratios presented based on differing
entry dates into the Group.
Note 13 – Subsequent events
On 27 February 2026, the Group paid a dividend of $0.47 per Ordinary Share to
shareholders of record on 23 January 2026.
From 1 January 2026 through 24 April 2026, the Company purchased and cancelled a total
of 1,079,725 shares of its Class A stock, for a total purchase price of $21,516,633.
The Investment Manager and the Board of Directors have evaluated events through
24 April 2026, the date the financial statements are available to be issued and have
determined there were no other subsequent events that require adjustment to, or
disclosure in, the financial statements.
Notes to consolidated financial statements
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AIFMD disclosures
NB Private Equity
Partners (the “Fund”)
AIFMD Disclosure
Addendum to the
2025 Annual Report
1. CHANGES TO ARTICLE 23(1) AIFMD DISCLOSURES
Directive 2011/61/EU on Alternative Investment Fund Managers (“
AIFMD
”) requires certain
information to be made available to investors in alternative investment funds (“
AIFs
”) before
they invest and requires that material changes to this information be disclosed in the annual report
of each AIF.
There have been no material changes (other than those reflected in the financial statements)
to this information requiring disclosure.
2. Leverage
For the purpose of this disclosure, leverage is any method by which an AIF’s exposure is increased,
whether through borrowing of cash or securities, or leverage embedded in foreign exchange
forward contracts or by any other means.
The AIFMD requires that each leverage ratio be expressed as the ratio between an AIF’s exposure
and its net asset value (“NAV”), and prescribes two required methodologies, the gross
methodology and the commitment methodology, for calculating such exposure. Using the
methodologies prescribed under the AIFMD, the leverage of the Fund as at 30 September 2025
is disclosed below:
Leverage calculated pursuant to the gross methodology:
97.23%
Leverage calculated pursuant to the commitment methodology:
99.93%
3. Liquidity and risk management systems
The portfolio managers and risk management professionals of NB Alternatives Advisers LLC
(the “
AIFM
”) regularly review the investment performance and the portfolio composition of the
Fund in the light of the Fund’s investment objective, policy and strategy; the principal risks and
investment or economic uncertainties that have been identified as relevant to the Fund; internal
risk measures and the interests and profile of investors.
The AIFM assesses the Fund’s current and prospective need for liquidity on an on-going basis
and ensures that liquidity is available when required. The risk profile of the Fund as assessed
as at 30 September 2025 was as follows:
3.1 Market risk profile
The market risk indicators contained in the Annex IV regulatory reporting template were not
applicable to the Fund.
3.2 Counterparty risk profile
As at 30 September 2025, the top two counterparties to which the Fund had the greatest mark-to-
market net counterparty credit exposure, measured as a % of the NAV of the Fund are listed in the
table below:
Ranking
Name of Counterparty
NAV percentage of the total exposure
value of the counterparty
First counterparty exposure
Bank of America Merrill Lynch
2.29%
Second counterparty exposure
U.S. Bank
0.60%
As at 30 September 2025, the counterparty that had the greatest mark-to-market net counterparty
credit exposure to the Fund, measured as a % of the NAV of the Fund was Massachusetts Mutual
Life Insurance Company. This credit exposure amounted to 7.21% of the Fund’s NAV.
3.3 Liquidity profile
3.3.1 Portfolio liquidity profile
100 per cent of the portfolio in incapable of being liquidated within 365 days, i.e. it would take more
than 365 days to liquidate any or all of the portfolio.
As at 30 September 2025, the Fund had USD 36,113,069 unencumbered cash available to it.
102
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NB Private Equity Partners Annual Report 2025
AIFMD disclosures
3.3.2 Investor liquidity profile
100 percent of investor equity is incapable of being redeemed within 365 days. Investors do not
have any withdrawal or redemption rights in the ordinary course. However, shares are freely traded
on the London Stock Exchange
3.3.3 Investor redemption
Investors do not have any withdrawal or redemption rights in the ordinary course.
4. Principal risks and investment or economic uncertainties
Please refer to Note 11 (“Risks and Contingencies”) of the financial statements of the Fund and the
“Principal risks and uncertainties” section of the Annual Report for the relevant period.
5. Report on remuneration
The Neuberger Compensation Committee is responsible for the compensation practices within
the Neuberger group, and Neuberger also operates a structure throughout the group to ensure
appropriate involvement and oversight of the compensation process, so that compensation within
the group rewards success whilst reflecting appropriate behaviours.
Neuberger recognises the need to ensure that compensation arrangements do not give rise to
conflicts of interest, and this is achieved through the compensation policies as well as through
the operation of specific policies governing conflicts of interests.
Neuberger’s compensation philosophy is one that focuses on rewarding performance and
incentivising employees. Employees at Neuberger may receive compensation in the form of
base salary, discretionary bonuses and/or production compensation. Investment professionals
receive a fixed salary and are eligible for an annual bonus. The annual bonus for an individual
investment professional is paid from a “bonus pool” made available to the portfolio management
team with which the investment professional is associated. Once the final size of the available
bonus pool is determined, individual bonuses are determined based on a number of factors
including the aggregate investment performance of all strategies managed by the individual
(including the three-year track record in order to emphasize long-term performance), effective risk
management, leadership and team building, and overall contribution to the success of
Neuberger.
Neuberger considers a variety of factors in determining fixed and variable compensation for
employees, including firm performance, individual performance, overall contribution to the team,
collaboration with colleagues across the firm, effective partnering with clients to achieve goals,
risk management and the overall investment performance. Neuberger strives to create a
compensation process that is fair, transparent, and competitive with the market.
A portion of bonuses may be awarded in the form of contingent or deferred cash compensation,
including under the “Contingent Compensation Plan”, which serves as a means to further align
the interests of employees with the interest of clients, as well as rewarding continued employment.
Under the Contingent Compensation Plan a percentage of a participant’s compensation is
awarded in deferred contingent form. Contingent amounts take the form of a notional investment
based on a portfolio of Neuberger investment strategies and/or a contingent equity award, and
Neuberger believes that this gives each participant further incentive to operate as a prudent risk
manager and to collaborate with colleagues to maximise performance across all business areas.
The programs specify vesting and forfeiture terms, including that vesting is normally dependent
on continued employment and contingent amounts can be forfeited in cases including
misconduct or the participants participating in detrimental activity.
The proportion of the total remuneration of the staff of the AIFM attributable to the Fund,
calculated with reference to the proportion of the value of the assets of the Fund managed by
the AIFM to the value of all assets managed by the AIFM, was USD 2,195,256 representing
USD 509,826 of fixed compensation and USD 1,685,430 of variable compensation. There were
497 staff of the AIFM who shared in the remuneration paid by the AIFM.
Compensation by the AIFM to senior management and staff whose actions had a material
impact on the risk profile on the Fund in respect of 2025 was USD 189,549,461 in relation to senior
management and USD 1,452,630 in respect of ‘risk takers’. The compensation figure for senior
management has not been apportioned, while the compensation figure for risk takers has been
apportioned by reference to the number of AIFs whose risk profile was materially impacted by
each individual staff member.
As of 31 December 2025, and 31 December 2024, carried interest of nil was accrued, respectively.
6. European Taxonomy Regulation
Regulation (EU) 2020/852 (the “
Taxonomy Regulation
”) requires fund managers such as the
AIFM to disclose the extent of their alignment to the Taxonomy Regulation in the annual report for
each fund they manage. As the Fund does not disclose under Article 8 or Article 9 under
Regulation (EU) 2019/2088 (“
SFDR
”), the following statement must be disclosed in the annual
report for the Fund:
The investments underlying this financial product do not take into account the EU criteria for
environmentally sustainable economic activities.
April 2026
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*
Undisclosed due to confidentiality provision
Schedule of investments
Company/Investment Name
Principal Geography
Investment Date
Description
Fair Value
$ M
Action
Europe
Jan-20
European discount retailer 
75.9
Osaic
U.S.
Jul-19
Independent broker dealer 
69.8
Solenis
Global
Sep-21
Specialty chemicals and services provider 
65.3
OneMonroe (fka Monroe Engineering)
U.S.
Dec-21
Industrial products distributor 
59.6
BeyondTrust
U.S.
Jun-18
Cyber security and secure access solutions 
42.4
FDH Aero
U.S.
May-24
Leading distributor of c-class parts (e.g. fasteners, wire connectors) to the aerospace and defence industry 
43.4
Mariner
U.S.
Nov-24
Provider of various wealth management and advisory services to individuals and businesses throughout the U.S. 
44.2
Business Services Company*
U.S.
Oct-17
Business services company 
41.5
True Potential
Europe
Jan-22
Wealth management technology platform serving advisers and retail clients 
42.0
Branded Cities Network
U.S.
Nov-17
North American advertising media company 
37.8
Constellation Automotive
UK
Nov-19
Provider of vehicle remarketing services 
36.9
Marquee Brands
Global
Dec-14
Portfolio of consumer branded IP assets, licensed to third parties 
32.9
Staples
U.S.
Sep-17
Provider of office supplies through a business-to-business platform and retail 
31.3
Auctane
U.S.
Oct-21
E-commerce shipping software provider 
29.4
Engineering
Europe
Jul-20
Italy-based provider of systems integration, consulting and outsourcing services 
27.6
GFL (NYSE: GFL)
U.S/Canada
Jul-18
Waste management services 
23.3
Benecon
U.S.
Jan-24
Develops and administers self-funded employee health benefits programmes 
31.5
Agiliti
U.S.
Jan-19
Medical equipment management and services 
25.3
Viant
U.S.
Jun-18
Outsourced medical device manufacturer 
23.8
AutoStore (OB.AUTO)
Europe
Jul-19
Leading provider of automation technology 
23.2
Excelitas
U.S.
Oct-22
Sensing, optics and illumination technology 
24.1
Kroll
Global
Mar-20
Multinational financial consultancy firm 
23.9
Fortna
U.S./Europe
Apr-17
Systems and solutions utilised in distribution centres 
14.3
CH Guenther
U.S.
Dec-21
Supplier of mixes, snacks and meals and other value-added food products for consumers 
20.3
Addison Group
U.S.
Dec-21
Professional services provider specialising in staffing and consulting services 
18.1
Solace Systems
U.S./Canada
Apr-16
Enterprise messaging solutions 
18.5
Schedule of investments (unaudited)
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Schedule of investments
Company/Investment Name
Principal Geography
Investment Date
Description
Fair Value
$ M
Real Page
U.S.
Apr-21
Provides software solutions to the rental housing industry 
16.2
Qpark
Europe
Oct-17
European parking services operator 
16.6
NB Alternatives Credit Opportunities Program
Global
Sep-16
Diversified credit portfolio 
14.6
Renaissance Learning
U.S.
Jun-18
K-12 educational software and learning solutions 
11.7
Chemical Guys
U.S.
Sep-21
Direct to consumer automotive products brand 
16.9
Bylight
U.S.
Aug-17
Provider of IT and technology infrastructure cyber solutions 
13.1
Petsmart/Chewy (NYSE: CHWY)
U.S.
Jun-15
Online and offline pet supplies retailer 
11.8
Zeus
U.S.
Feb-24
Provider of medical equipment components 
11.7
Peraton
U.S.
May-21
Provider of enterprise IT services serving the U.S. government 
11.0
Milani
U.S.
Jun-18
Cosmetics and beauty products 
12.2
Wind River Environmental
U.S.
Apr-17
Waste management services provider 
11.5
Infra Group
Europe
Sep-25
Integrated infrastructure service provider
12.4
Hub
Global
Mar-19
Leading global insurance brokerage 
9.7
Healthcare Company – In-home Devices
U.S.
Jun-18
Provider of pump medications and in-home intravenous infusion 
9.1
Verifone
Global
Aug-18
Electronic payment technology 
7.9
ZPG
UK
Jul-18
Digital property data and software company 
6.7
CrownRock Minerals
U.S.
Aug-18
Minerals acquisition platform 
7.1
Stubhub (NYSE: STUB)
U.S.
Feb-20
Ticket exchange and resale company 
7.1
ProAmpac
U.S.
Dec-20
Leading global supplier of flexible packaging 
6.6
Healthcare Services Company
NA
Feb-18
Healthcare services company 
6.2
Tendam
Spain
Oct-17
Spanish apparel retailer 
6.4
Bending Spoons
Europe
Jun-23
Mobile application developer and publisher 
5.3
Basis Technology (fka Centro)
U.S.
Jun-15
Provider of digital advertising management solutions 
5.0
Husky Injection Molding
U.S.
Sep-18
Designs and manufactures injection moulding equipment 
4.6
OnPoint
U.S.
Mar-17
Provider of repair, maintenance and fleet management services 
4.3
Destination Restaurants
U.S.
Nov-19
U.S. restaurant chain 
3.7
Vitru (NASDAQ: VTRU)
Brazil
Jun-18
Post secondary education company 
3.5
Rino Mastrotto Group
Europe
Apr-20
Leading producer of premium leather 
3.4
Holley (NYSE: HLLY)
U.S.
Oct-18
Automotive performance company 
3.2
Neopharmed
Europe
Jan-24
Specialty pharmaceuticals company 
3.1
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*
Undisclosed due to confidentiality provision
Schedule of investments
Company/Investment Name
Principal Geography
Investment Date
Description
Fair Value
$ M
Catalyst Fund III
North America
Mar-11
Legacy fund investment targeting North American companies 
3.0
Plaskolite
U.S.
Dec-18
Largest manufacturer of thermoplastic sheets in North America 
2.9
Undisclosed Financial Services Company*
North America
May-21
Undisclosed fintech company 
2.9
Italian Mid-Market Buyout Portfolio
Europe
Jun-18
Italian mid-market buyout portfolio 
2.5
Inetum
Europe
Jul-22
IT services and solutions provider headquartered in France 
2.6
U-Power
Europe
Jun-23
Leading European provider of safety shoes and work wear 
2.2
Arbo
Europe
Jun-22
Italian distributor of heating, sanitary, plumbing, and air-conditioning system spare parts 
2.2
Brightview (NYSE: BV)
U.S.
Dec-13
Commercial landscape and turf maintenance 
2.1
Hydro
Europe
Apr-20
Largest European manufacturer of hydraulic components 
1.7
Into University Partnerships
UK
Apr-13
Collegiate recruitment, placement and education 
1.3
Nextlevel
U.S.
Aug-18
Designer and supplier of fashion-basic apparel
1.1
Syniverse Technologies
U.S.
Feb-11
Global telecommunications technology solutions 
0.9
DBAG Expansion Capital Fund
Europe
Jan-12
Legacy fund investment targeting investments in Germany 
0.8
Taylor Precision Products
U.S.
Jul-12
Consumer and food service measurement products 
0.3
Other Direct Equity Investments
(3.2)
Other Fund Investments
0.1
Total Portfolio
1,212.0
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Appendix
Valuation
methodology
Equity
It is expected that most of the investments in which the Fund invests will meet the criteria set forth
under FASB ASC 820 Fair Value Measurement (“ASC 820”) permitting the use of the practical
expedient to determine the fair value of the investments. ASC 820 provides that, in valuing
alternative investments that do not have quoted market prices, but calculate NAV per share or
equivalent, an investor may determine fair value by using the NAV reported to the investor by the
underlying investment. To the extent practical expedient is applicable to an investment, the
Manager will value the Fund’s investment based primarily on the value reported to the Fund by the
investment or by the lead investor of a direct co-investment as of each quarter-end, as determined
by the investments in accordance with its own valuation policies. The Fund generally uses the NAV
reported by the investments as a primary input in its valuation; however, adjustments to the
reported NAV may be made based on various factors, including, but not limited to, the attributes of
the interest held, including the rights and obligations, any restrictions or illiquidity on such interest,
any potential clawbacks by the investments and the fair value of the investments’ investment
portfolio or other assets and liabilities. The valuation process for investments categorised in Level 3
of the fair value hierarchy is completed on a quarterly basis and is designed to subject the valuation
of Level 3 investments to an appropriate level of consistency, oversight and review. The Manager
has responsibility for the valuation process and the preparation of the fair value of investments
reported in the financial statements. The Manager performs initial and ongoing investment
monitoring and valuation assessments. In determining the fair value of investments, the Manager
reviews periodic investor reports and interim and annual audited financial statements received
from the investments, reviews material quarter-over-quarter changes in valuation, and assesses
the impact of macro-market factors on the performance of the investments.
Debt
Debt investments made on a primary basis are generally carried at cost plus accrued interest,
if any. Investments made through the secondary market are generally marked based on market
quotations, to the extent available, and the Manager will take into account current pricing and
liquidity of the security.
For primary issuance debt investments, the Manager estimates the enterprise value of each
portfolio company and compares such amount to the total amount of the company’s debt as well
as the level of debt senior to the Company’s interest. Estimates of enterprise value are based on a
specific measure (such as EBITDA, free cash flow, net income, book value or NAV) believed to be
most relevant for the given company and compares this metric in relation to comparable company
valuations (market trading and transactions) based on the same metric. In determining the
enterprise value, the Manager will further consider the companies’ acquisition price, credit metrics,
historical and projected operational and performance, liquidity as well as industry trends, general
economic conditions, scale and competitive advantages along with other factors deemed
relevant. Valuation adjustments are made if estimated enterprise value does not support the value
of the debt security the Company is invested in and securities senior to the Company’s position.
If the principal repayment of debt and any accrued interest is supported by the enterprise value
analysis described above, the Manager will next consider current market conditions including
pricing quotations for the same security and yields for similar investments.
For investments made on a secondary basis, to the extent market quotations for the security are
available, the Manager will take into account current pricing and liquidity. Liquidity may be
estimated by the spread between bid and offer prices and other available measures of market
liquidity, including number and size of recent trades and liquidity scores. If the Manager believes
market yields for similar investments have changed substantially since the pricing of the security,
the Manager will perform a discounted cash flow analysis, based on the expected future cash
flows of the debt securities and current market rates. The Manager will also consider the maturity
of the investment, compliance with covenants and ability to pay cash interest when estimating the
fair value of debt investments.
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Forward-looking
statements
This report contains certain forward-looking statements. Forward-looking statements
speak only as of the date of the document in which they are made and relate to
expectations, beliefs, projections (including anticipated economic performance and financial
condition), future plans and strategies, anticipated events or trends and similar expressions
concerning matters that are not historical facts, and are subject to risks and uncertainties
including, but not limited to, statements as to:
future operating results
business prospects and the prospects of the Company’s investments
the impact of investments the Company expects to make
the dependence of future success on the general economy and its impact on the industries
in which the Company invests
the ability of the investments to achieve their objectives
differences between the investment objective and the investment objectives of the private
equity funds in which the Company invests
the rate at which capital is deployed in private equity investments, co-investments
and opportunistic investments
expected financings and investments
the continuation of the Investment Company as the service provider and the continued
affiliation with the Investment Company of its key investment professionals
the adequacy of the Company’s cash resources and working capital
the timing of cash flows, if any, from the operations of the underlying private equity
funds and the underlying portfolio companies.
In some cases, forward-looking statements may be identified by terms such as “anticipate,”
“believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,“ “potential,” “should,” “will,”
and “would,” or the negative of those terms or other comparable terminology.
The forward-looking statements are based on the beliefs, assumptions and expectations of
the future performance, taking into account all information currently available to the Company.
These beliefs, assumptions and expectations are subject to risks and uncertainties and can
change as a result of many possible events or factors, not all of which are known to the Company or
are within the Company’s control. If a change occurs, the business, financial condition, liquidity
and results of operations may vary materially from those expressed in the forward-looking
statements. Factors and events that could cause the business, financial condition, liquidity and
results of operations to vary materially include, among other things, general economic conditions,
securities market conditions, private equity market conditions, the level and volatility of interest
rates and equity prices, competitive conditions, liquidity of global markets, international and
regional political conditions, macroeconomic factors (including but not limited to war, civil unrest,
natural disasters, pandemics, or epidemics) regulatory and legislative developments, monetary
and fiscal policy, investor sentiment, availability and cost of capital, technological changes and
events, outcome of legal proceedings, changes in currency values, inflation, credit ratings and the
size, volume and timing of transactions, as well as other risks described elsewhere in this report
and the prospectus relating to the Company’s IPO and the Company’s prospectus relating to the
ZDP Shares.
The foregoing is not a comprehensive list of the risks and uncertainties to which the Company is
subject. Except as required by applicable law, the Company undertakes no obligation to update or
revise any forward-looking statements to reflect any change in the Company’s expectations, or
any changes in events, conditions or circumstances on which the forward-looking statement is
based. In light of these risks, uncertainties and assumptions, the events described by the
Company’s forward-looking statements might not occur. The Company qualifies any and all of the
forward-looking statements by these cautionary factors.
Appendix
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Alternative performance calculations
One-year NAV Total Return Calculation
NAV per
share (USD)
Dividend (USD)
Dividend
Compounding
Factor
NAV per ordinary share as per Statement of Financial
Position in December 2024 (A)
$27.53
2025 Semi-annual Dividend
$27.06
$0.47
1.0174
2025 Semi-annual Dividend
$27.67
$0.47
1.0170
NAV per ordinary share as per Statement of Financial
Position in December 2025 (B)
$27.94
NAV total return per ordinary share [(B/A)*C] – 1
5.0%
Product of Dividend
Compounding (C)
1.0346
NAV Total Return per Ordinary Share (B/A)*C – 1
1.5%
Product of dividend
compounding (C)
1.0348
Three-year NAV Total Return Calculation
NAV per
share (USD)
Dividend (USD)
Dividend
Compounding
Factor
NAV per ordinary share as per Statement of Financial
Position in December 2022 (A)
$28.38
2023 Semi-annual Dividend
$27.91
$0.47
1.0168
2023 Semi-annual Dividend
$27.96
$0.47
1.0168
2024 Semi-annual Dividend
$27.60
$0.47
1.0170
2024 Semi-annual Dividend
$26.92
$0.47
1.0175
2025 Semi-annual Dividend
$27.06
$0.47
1.0174
2025 Semi-annual Dividend
$27.67
$0.47
1.0170
NAV per ordinary share as per Statement of Financial
Position in December 2025 (B)
$27.94
NAV total return per ordinary share [(B/A)*C] – 1
9.0%
Product of Dividend
Compounding (C)
1.1070
Five-year NAV Total Return Calculation
NAV per
share (USD)
Dividend (USD)
Dividend
Compounding
Factor
NAV per ordinary share as per Statement of Financial
Position in December 2020 (A)
$22.49
2021 Semi-annual Dividend
$22.18
$0.31
1.0140
2021 Semi-annual Dividend
$28.24
$0.41
1.0145
2022 Semi-annual Dividend
$31.18
$0.47
1.0151
2022 Semi-annual Dividend
$28.20
$0.47
1.0167
2023 Semi-annual Dividend
$27.91
$0.47
1.0168
2023 Semi-annual Dividend
$27.96
$0.47
1.0168
2024 Semi-annual Dividend
$27.60
$0.47
1.0170
2024 Semi-annual Dividend
$26.92
$0.47
1.0175
2025 Semi-annual Dividend
$27.06
$0.47
1.0174
2025 Semi-annual Dividend
$27.67
$0.47
1.0170
NAV per ordinary share as per Statement of Financial
Position in December 2025 (B)
$27.94
NAV total return per ordinary share [(B/A)*C] – 1
46.0%
Product of Dividend
Compounding (C)
1.1752
Alternative Performance Measures (“APMs”) is a term defined by the European Securities and Markets Authority as “financial measures of historical or future performance, financial position, or cash
flows, other than a financial measure defined or specified in the applicable financial reporting framework”.
APMs are used in this report if considered by the Board and the Manager to be the most relevant basis for shareholders in assessing the overall performance of the Company and for comparing the
performance of the Company to its peers, taking into account industry practice.
Appendix
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One-year Share Price Total Return Calculation
Share price
(GBP)
Dividend (GBP)
Dividend
Compounding
Factor
Share price as per the London Stock Exchange on
31 December 2024 (A)
£15.80
2025 Semi-annual Dividend
£15.14
£0.38
1.0252
2025 Semi-annual Dividend
£14.68
£0.35
1.0239
Share price per the London Stock Exchange on 31
December 2025 (B)
£16.18
Share price total return per ordinary share
[(B/A)*C] – 1
7.5%
Product of Dividend
Compounding (C)
1.0496
Three-year Share Price Total Return Calculation
Share price
(GBP)
Dividend (GBP)
Dividend
Compounding
Factor
Share price as per the London Stock Exchange on
31 December 2022 (A)
£16.00
2023 Semi-annual Dividend
£15.90
£0.38
1.0239
2023 Semi-annual Dividend
£15.58
£0.37
1.0235
2024 Semi-annual Dividend
£15.80
£0.37
1.0234
2024 Semi-annual Dividend
£16.68
£0.36
1.0217
2025 Semi-annual Dividend
£15.14
£0.38
1.0252
2025 Semi-annual Dividend
£14.68
£0.35
1.0239
Share price per the London Stock Exchange on 31
December 2025 (B)
£16.18
Share price total return per ordinary share
[(B/A)*C] – 1
16.3%
Product of Dividend
Compounding (C)
1.1501
Five-year Share Price Total Return Calculation
Share price
(GBP)
Dividend (GBP)
Dividend
Compounding
Factor
Share price as per the London Stock Exchange on
31 December 2020(A)
£11.65
2021 Semi-annual Dividend
£11.85
£0.23
1.0191
2021 Semi-annual Dividend
£15.30
£0.30
1.0195
2022 Semi-annual Dividend
£17.75
£0.34
1.0194
2022 Semi-annual Dividend
£15.75
£0.39
1.0246
2023 Semi-annual Dividend
£15.90
£0.38
1.0239
2023 Semi-annual Dividend
£15.58
£0.37
1.0235
2024 Semi-annual Dividend
£15.80
£0.37
1.0234
2024 Semi-annual Dividend
£16.68
£0.36
1.0217
2025 Semi-annual Dividend
£15.14
£0.38
1.0252
2025 Semi-annual Dividend
£14.68
£0.35
1.0239
Share price per the London Stock Exchange on 31
December 2025 (B)
£16.18
Share price total return per ordinary share
[(B/A)*C] – 1
73.3%
Product of Dividend
Compounding (C)
1.2480
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Total 2025 Realisation Calculation
$ in millions
Proceeds from sale of private equity investments (A)
$95.3
Distributions from private equity investments (B)
$81.4
Interest and dividend income (C)
$3.0
2025 Portfolio Realisations (A+B+C)
$
179.7
Multiple of Capital Calculation
Total Value from Exits, Over Last Five Years (A)
$1,552.8
Invested Capital into Exits, Over Last Five Years (B)
$552.7
Multiple on Invested Capital (A/B)
2.8x
Realisation Uplift Calculation
Proceeds from Trailing Five Year Exits (A)
$824.4
Three Quarters Prior Aggregate Five Year Valuation (B)
$633.3
Average Uplift (A/B)
30.2%
Adjusted Commitment Coverage
Cash + Liquid investments + Undrawn Committed Credit Facility (A)
$301.6
Adjusted Unfunded Private Equity Exposure (B)
$45.3
Adjusted Commitment Coverage Ratio (A/B)
666%
Share Price Yield
Annualised 2025 Dividend (GBP equivalent) (A)
£0.70
Share Price on 31 December 2025 (B)
£16.18
Share Price Dividend Yield (A/B)
4.3%
Realisation Uplift
Proceeds from 2025 Exits (A)
$163.3
Three Quarters Prior Aggregate Valuation (B)
$139.0
Average Uplift (A/B) -1
17.4%
Multiple of Capital Calculation 2025 Realisations
Total Value from 2025 Exits (A)
$676.1
Invested Capital into 2025 Exits (B)
$243.6
Multiple on Invested Capital (A/B)
2.8x
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Glossary
Glossary (unaudited)
Buyout
is the purchase of a controlling interest in a company.
Compound Annual Growth Rate (“CAGR”)
represents the annual growth rate of
an investment over a specified period of time longer than one year.
Carried interest
is equivalent to a performance fee. This represents a share of the
profits that will accrue to the underlying private equity managers, after achievement
of an agreed preferred return.
Co-investment
is a direct investment in a company alongside a private equity fund.
Debt Multiple
Ratio of net debt to EBITDA.
Direct equity investments
are investments in a single underlying company.
Discount
arises when a company’s shares trade at a discount to NAV. In this circumstance, the
price that an investor pays or receives for a share would be less than the value attributable to it by
reference to the underlying assets. The discount is the difference between the share price and the
NAV, expressed as a percentage of the NAV. For example, if the NAV was l00p and the share price
was 90p, the discount would be 10%.
Dry powder
is capital raised and available to invest but not yet deployed.
EBITDA
stands for earnings before interest, tax, depreciation and amortisation, which is a widely
used performance measure in the private equity industry.
Enterprise value
is the aggregate value of a company’s entire issued share capital and net debt.
Exit
is the realisation of an investment usually through trade sale, sale by public offering (including
IPO), or sale to a financial buyer.
FTSE AII-Share Index Total Return
is the change in the level of the FTSE AII-Share Index,
assuming that dividends are re-invested on the ex-dividend date.
Full realisations
are exit events (e.g. trade sale, sale by public offering, or sale to a financial buyer)
following which the residual exposure to an underlying company is zero or immaterial.
Fund-of-funds
is a private equity fund that invests in a portfolio of several private equity funds to
achieve, compared with a direct investment fund, a broader diversification of risk, including
individual private equity manager risk.
General Partner (“GP”)
is the entity managing a private equity fund that has been established as
a limited partnership. This is commonly referred to as the Manager.
Initial Public Offering (“IPO”)
is an offering by a company of its share capital to the public with a
view to seeking an admission of its shares to a recognised stock exchange.
Internal Rate of Return (“IRR”)
is a measure of the rate of return received by an investor
in a fund. It is calculated from cash drawn from and returned to the investor together with the
residual value of the investment.
Last Twelve Months (“LTM”)
refers to the timeframe of the immediately preceding 12 months in
reference to a financial metric used to evaluate the Company’s performance.
Limited Partner (“LP”)
is an institution or individual which commits capital to a private equity
fund established as a limited partnership. These investors are generally protected from legal
actions and any losses beyond the original investment.
Market capitalisation
Share price multiplied by the number of shares outstanding.
Multiple of cost or invested capital (“MOIC” or cost multiple)
A common measure of private
equity performance, MOIC is calculated by dividing the fund’s cumulative distributions and
residual value by the paid-in capital.
Net asset value (“NAV”)
Amount by which the value of assets of a fund exceeds liabilities,
reflecting the value of an investor’s attributable holding.
Net asset value per share (“NAV per share”)
is the value of the Company’s net assets
attributable to one Ordinary Share. It is calculated by dividing ‘shareholders’ funds’ by the total
number of Ordinary Shares in issue. Shareholders’ funds are calculated by deducting current and
long-term liabilities, and any provision for liabilities and charges, from the Company’s total assets.
Net asset value per share Total Return
is the change in the Company’s net asset value per
share, assuming that dividends are re-invested on the ex-dividend date.
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Glossary
Net debt
is calculated as the total short-term and long-term debt in a business, less cash
and cash equivalents.
Net debt to EBITDA
is the ratio of a company’s net debt to its LTM EBITDA.
Premium
occurs when the share price is higher than the NAV and investors would therefore be
paying more than the value attributable to the shares by reference to the underlying assets.
Public to private (“P2P”) or take private,
is the purchase of all of a listed company’s shares and
the subsequent delisting of the company, funded with a mixture of debt and unquoted equity.
Quoted company
is any company whose shares are listed or traded on a recognised
stock exchange.
Realisation proceeds
are amounts received by the Company from the sale of
a portfolio company, which may be in the form of capital proceeds or income such
as interest or dividends.
Realisations – multiple to cost
is the average return from full and partial exits in the period.
Realisations – uplift to carrying value
is the aggregate uplift on full and partial exits.
Share Price Total Return
is the change in the Company’s share price, assuming that dividends
are re-invested on the day that they are paid.
Subsidiary
is a company controlled by a holding company
Total Return
is a performance measure that assumes the notional re-investment of dividends.
This is a measure commonly used by the listed private equity sector and listed companies
in general.
TVPI
= total value (cumulative distributions + residual value) to paid-in-capital.
Undrawn commitments
are commitments to funds that have not yet been drawn down.
Valuation multiples
are earnings or revenue multiples applied in valuing a business enterprise.
Vintage
is the year in which a private equity fund makes its first investment.
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Directors, Advisers and contact information
Directors, Advisers and
contact information
Board of Directors
William Maltby (Chairman)
Trudi Clark
Pawan Dhir
Caroline Chan
Louisa Symington-Mills
Wilken von Hodenberg
Registered Office
NB Private Equity Partners Limited
Oak House, Hirzel Street
St. Peter Port, Guernsey GY1 2NP
Channel Islands
Tel: +44 (0)1481 742 742
Fax: +44 (0)1481 728 452
U.S. Administrator
MUFG Capital Analytics LLC
325 North St. Paul Street, Suite 4700
Dallas, TX 75201
United States of America
Independent Auditors
KPMG Audit Limited
Glategny Court
Glategny Esplanade
St. Peter Port, Guernsey GY1 1WR
Tel: +44 (0) 1481 721 000
Fax: +44 (0) 1481 722 373
Depositary Bank
The Bank of New York
101 Barclay Street, 22nd Floor
New York, NY 10286
United States of America
Tel: +1 212 815 2715
Fax: +1 212 571 3050
Paying Agent
Jefferies International Limited
68 Upper Thames Street
London EC4V 3BJ
United Kingdom
Tel: +44 (0) 20 7029 8766
Investment Manager
NB Alternatives Advisers LLC
325 North St. Paul Street, Suite 4900
Dallas, TX 75201
United States of America
Tel: +1 214 647 9593
Fax: +1 214 647 9501
Email: IR_NBPE@nb.com
Guernsey Administrator
Oak Fund Services (Guernsey) Limited
Oak House, Hirzel Street
St. Peter Port, Guernsey GY1 2NP
Channel Islands
Tel: +44 (0)1481 722 584
Joint Corporate Brokers
Jefferies International Limited
100 Bishopsgate
London EC2N 4JL
United Kingdom
Tel: +44 (0) 20 7 029 8766
Canaccord Genuity Limited
88 Wood Street
London, EC2V 7QR
United Kingdom
Tel: +44 (0) 207 523 8321
Registrar
MUFG Corporate Markets (Guernsey) Limited
Mont Crevelt House, Bulwer Avenue
St. Sampson, Guernsey GY2 4LH
Channel Islands
Tel: +44 (0) 371 664 0391
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Useful information
Useful information
Financial calendar
Approximate timing
Monthly NAV update
Generally 10-15 days after month-end
Annual financial report
April
Interim Report
September
Key Information Document Update
Annually, following release of the annual
financial report.
All announcements can be viewed on the
Company’s website –
www.nbprivateequitypartners.com.
Payment of dividends
Dividends are declared in U.S. dollars and paid
in pounds Sterling, but the Company also offers
both a Currency Election for U.S. shareholders
and a dividend re-investment plan for
shareholders who wish to re-invest their
dividends to grow their shareholding. The
foreign exchange rate at which dividends
declared will be converted into pounds Sterling
will be at the spot rate prior to the payment of
the dividend.
Dividend information
The dividend documents on the Company’s
website provide information to shareholders
regarding NBPE’s Dividend Re-investment Plan
and USD Dividend Election as well as election
forms for each of the options. Investors should
read the dividend documentation carefully
prior to choosing an election. If an election is
not made, investors will receive cash dividends
in Sterling. Shareholders are advised to consult
with a tax adviser concerning potential tax
consequences of an election.
Anyone acting for the account or benefit of a
U.S. person who elects to receive additional
shares through the dividend re-investment plan
would need to sign a Qualified Purchaser
certification, which is available on
the website. The completed forms should be
returned to NBPE’s Investor Relations
department by email at
IR_NBPE@nb.com or by the Investment
Manager’s mailing address (see page 114
for contact information).
Register to receive news
alerts
Please register for news alerts on the
Company’s website –
https://www.nbprivateequitypartners.com/
en/investors/news-and-alerts.
Events timing
Annual General Meeting
June
Capital Markets Day
November
Dividends
Semi-annual
For further information on the Dividend
Re-investment Plan and Currency Election,
please contact the Company’s registrar, MUFG
Corporate Markets, at
shareholderenquiries@cm.mpms.mufg.com
Please see MUFG Corporate Market’s mailing
address below.
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Registrar services
Communications with shareholders are mailed
to the address held on the share register.
Any notifications and enquiries relating to
registered shareholdings, including a change of
address or other amendment, should be
directed to MUFG Corporate Markets.
Address:
MUFG Corporate Markets
Central Square, 29 Wellington Street,
Leeds, LS1 4DL United Kingdom
https://www.mpms.mufg.com/en/mufg-
corporate-markets/
Email: shareholderenquiries@cm.mpms.mufg.
com
By phone:
UK: 0371 664 0391
From overseas: +44 (0) 371 664 0391.
Calls outside the United Kingdom will be
charged at the applicable international rate.
MUFG Corporate Markets are open between
9.00am and 5.30pm, Monday to Friday,
excluding public holidays in England and Wales.
AIC
The Company is a member of the Association
of Investment Companies
(https://www.theaic.co.uk/).
E-communications for
shareholders
NBPE would like to encourage shareholders
to receive shareholder documents
electronically, via our website or email
notification instead of hard copy format. This is
a faster and more environmentally friendly way
of receiving shareholder documents.
The online Share Portal from our registrar,
MUFG Corporate Markets, provides all the
information required regarding your shares.
Through the Share Portal, shareholders can
access details of their holdings in NBPE online.
You can also make changes to address details
and dividend payment preferences online.
Shareholders who wish to receive future
communications via electronic means can
register this preference through the Share
Portal (https://www.signalshares.com/).
ISIN/SEDOL numbers
The ISIN, SEDOL numbers and ticker for the
Company’s Ordinary Shares are as follows:
£ share class
$
share class
Ticker:
NBPE
NBPU
ISIN
GG00B1ZBD492
GG00B1ZBD492
SEDOL
B28ZZX8
BD9PCY4
Useful information
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How to invest
NBPE is listed on the London Stock Exchange
and its shares can be bought and sold just as
those of any other listed company.
A straightforward way for individuals to
purchase and hold shares in the Company is
to contact a stockbroker, savings plan
provider or online investment platform.
NBPE’s shares may be purchased under the
ticker symbol NBPE.
To help people trying to choose a platform, the
Association of Investment Companies (“AIC”)
provides up-to-date information on the
platforms where investment companies are
available, and what you’ll pay to invest
on each platform (https://www.theaic.co.uk/
availability-on-platforms).
If you’d prefer to use a financial adviser, advice
on how to find one can be found at
https://www.thepfs.org/yourmoney/find-an-
adviser/.
ISA status
The Company’s shares are eligible for tax-
efficient wrappers such as Individual Savings
Accounts (“ISAs”), Junior ISAs, and Self
Invested Personal Pensions (“SIPPs”).
Information about ISAs and SIPPs, as well
as general advice on saving and investing,
can be found on the government’s free
and independent service at
www.moneyadviceservice.org.uk.
As with any investment into a company listed
on the stock market, you should remember
that:
the value of your investment and the
income you get from it can fall as well as
rise, so you may not get back the amount
you invested
past performance is no guarantee of future
performance.
This is a medium- to long-term investment so
you should be prepared to invest your money
for at least five years. If you are uncertain
about any aspect of your decision to invest,
you should consider seeking independent
financial advice.
How to invest
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Endnotes
1.
Assumes re-investment of dividends at the closing
NAV or share price on the ex-dividend date.
2.
Returns are presented on a “gross” basis (i.e. they do
not reflect the management fees, carried interest,
transaction costs and other expenses that may be
paid by investors, which may be significant and will
lower returns) and include unrealised value of partial
exits. Past performance is not a guarantee of future
returns.
3.
The MSCI World Index captures large and mid-cap
representation across 23 Developed Markets (DM)
countries. With 1,311 constituents as of 31 March
2026, the index covers approximately 85% of the free
float-adjusted market capitalisation in each country
(MSCI World Factsheet, 31 March 2026, the latest
available). The benchmark performance is presented
for illustrative purposes only to show general trends
in the market for the relevant periods shown. The
investment objectives and strategies in the
benchmark may be different than the investment
objectives and strategies of NBPE and may have
different risk and reward profiles. A variety of factors
may cause this comparison to be an inaccurate
benchmark for any particular fund and the
benchmarks do not necessarily represent the actual
investment strategy of a fund. It should not be
assumed that any correlations to the benchmark
based on historical returns would persist in the
future. Indexes are unmanaged and are not available
for direct investment. Investing entails risks,
including possible loss of principal. Past
performance is no guarantee of future results.
4.
All performance figures assume re-investment of
dividends at NAV on the ex-dividend date and reflect
cumulative returns over the relevant time periods
shown and are not annualised returns.
5.
Includes full and partial exits over the last five years,
inclusive of remaining NAV of partial exits. Returns
are presented on a “gross” basis (i.e. they do not
reflect the management fees, carried interest,
transaction costs and other expenses that may be
paid by investors, which may be significant and may
lower returns).
6.
Revenue & EBITDA Growth: Past performance is no
guarantee of future results. The private companies in
the data represent approximately 83% of the total
direct equity portfolio. Fair value as of 31 December
2025 and the data is subject to the following
adjustments: 1) Excludes public companies,
Marquee Brands and other investments not valued
on multiples of EBITDA. 2) Analysis based on 52
private companies. 3) The following exclusions to the
data were made: a) growth of one company (2% of
value) was excluded from the data as the Manager
believed the EBITDA growth rate was an outlier due
to an extraordinary percentage change; if this
company were included, EBITDA growth would be
materially higher b) one company (1% of direct equity
fair value) was held less than one year and excluded
from the growth rates c) two companies (3% of direct
equity fair value) were excluded with non-
comparable time frames of LTM revenue and/or LTM
EBITDA data or insufficient information to calculate a
growth rate. Portfolio company operating metrics
are based on the most recently available (unaudited)
financial information for each company as reported
by the lead private equity sponsor to the Manager as
of 21 April 2026. Where necessary, estimates were
used, which include pro forma adjusted EBITDA and
other EBITDA adjustments, pro forma revenue
adjustments, run-rate adjustments for acquisitions
and annualised quarterly operating metrics. LTM
periods as of 31/12/25, 30/9/25, 31/12/24, and
30/9/24. LTM revenue and LTM EBITDA growth rates
are weighted by fair value. Growth rate data is based
on 52 companies and subject to the aforementioned
exclusions; underlying EBITDA reported by the GPs
may include pro forma or other adjustments to LTM
EBITDA in one or both periods and this reported
EBITDA used to calculate growth rates may not be
the same EBITDA for valuation purposes by
underlying GPs. As a result, growth and valuation
multiple data are not directly comparable.
7.
As of 31 December, 2025. Aggregate Committed
Capital represents total commitments to active
vehicles (including commitments in the process of
documentation or finalization) managed by
Neuberger Private Markets. Includes estimated
allocations of dry powder for diversified portfolios
consisting of primaries, secondaries, and co-
investments. Therefore, amounts may vary
depending on how mandates are invested over time.
Other direct equity and credit includes Marquee
Brands, Insurance-Linked Securities, Asset-Based
Finance, Outpost Ventures and Tactical Alternative
Credit businesses.
8.
Represents uplift from valuation versus the valuation
three quarters prior to an announced exit. Returns
are presented on a “gross” basis (i.e. they do not
reflect the management fees, carried interest,
transaction costs and other expenses that may be
paid by investors, which may be significant and will
lower returns). Past performance is not a guarantee
of future returns.
9.
Valuation & Leverage: Past performance is no
guarantee of future results. Fair value as of
31 December 2025 and subject to the following
adjustments. 1) Excludes public companies,
Marquee Brands and other investments not valued
on a multiple of EBITDA. 2) Based on 48 private
companies which are valued based on EV/EBITDA
metrics. 3) The private companies included in the
data represents 83% of direct equity investment fair
value. 4) Companies not valued on multiples of
EBITDA are excluded from valuation statistics. 5)
Leverage statistics based on 48 private companies
and exclude companies with a net cash position;
leverage data represents 83% of direct equity
investment fair value. Portfolio company operating
metrics are based on the most recently available
(unaudited) financial information for each company
and are as reported by the lead private equity
sponsor to the Manager as of 21 April 2026, based on
reporting periods as of 31 December 2025 and 30
September 2025. EV and leverage data is weighted
by fair value. LTM EBITDA used by underlying GPs for
valuation purposes may differ from EBITDA used to
calculate growth rates due to pro forma or other
adjustments and therefore the two data sets are not
directly comparable.
10. Debt Covenant Statistics: Past performance is no
guarantee of future results. Fair value as of
31 December 2025 and subject to the following
adjustments. 1) Excludes public companies and
Marquee Brands 2) Analysis based on the top 30
private companies (excluding one industrials
company) 3) The private companies included in the
data represent approximately 79% of the total direct
equity portfolio. Debt covenant analysis does not
consider springing debt covenants which may apply
to certain draw percentages of underlying company
revolvers. Portfolio company debt details are based
on the most recently available (unaudited) financial
information (as of 31/12/25, 30/09/25 and 30/06/25)
for each company as reported by the lead private
equity sponsor to the Manager as of 21 April 2026.
Debt Maturity: Past performance is no guarantee of
future results. Based on 31 December 2025 fair value
and with investment fair values weighted by the
company’s debt to total capitalization ratio. Fair
value is also subject to the following adjustments:
1) Excludes public companies and Marquee Brands.
2) Analysis based on the top 30 private companies
(excluding one industrials company) 3) The private
companies included in the data represent
approximately 79% of the total direct equity
portfolio. Portfolio company debt details are based
on the most recently available (unaudited) financial
information (as of 31/12/25, 30/09/25 and 30/06/25)
for each company as reported by the lead private
equity sponsor to the Manager as of 21 April 2026.
11.
Investment strategies’ integration of financially
material environmental, social, and governance
factors may evolve over time. Unless explicitly noted,
the integration processes described in this
document apply solely to the Private Equity
Investment Portfolios and Co-investment Platform
of Neuberger Private Markets.
12.
Amounts may not add up to 100% due to rounding.
Based on direct investment portfolio net asset value
and NBAA analysis as 31 December 2025; analysis
excludes third-party funds (which are past their
investment period but which may call capital for
reserves or follow-ons) and funds that are not
deemed as integrating financially material
environmental, social, and governance factors by the
Manager. In aggregate these exclusions represent
approximately 1% of fair value. There can be no
assurance that NBPE will achieve comparable results
in the future, that targeted diversification or asset
allocations will be met, or that NBPE will be able to
implement its investment strategy and investment
approach or achieve its investment objective.
13. Based on Neuberger Private Equity Analysis.
14. No potential SDG Thematic Alignment reflects
investments made prior to NBPE adopting its
Responsible & Sustainable Investment Policy
in 2020.
15.
As of 31 December, 2025. Among organisations with
over 1,000 employees by Pensions & Investments
Best Places to Work in Money Management survey.
For additional information on the criteria for the
award, please visit pionline.com.
16. Average annual retention over the past five years
from 2021 through 31 January 2026 of Neuberger
Private Markets Investment Team Managing
Directors and Principals only. Computed as number
of departures (excluding internal transfers) over total
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number of Neuberger Private Markets MDs and
Principals
17.
European Pensions Awards 2020, 2024 – Private
Equity Manager of the Year: European Pensions, a
leading publication for pension funds across Europe,
launched these awards to give recognition to and
honour the investment firms, consultancies and
pension providers across Europe that have set the
professional standards in order to best service
European pension funds over the past year. Judging
is undertaken by a group of judges with expertise
across the European pension fund space. Each
judge reviews submitted entry material and then
scores the entries out of a total of score of 10
providing their reasoning as to why they have
submitted that score. Two judges analyse each
category and the firm with the highest overall score
wins that category. Votes are verified by the
European Pensions’ editorial team. The award does
not constitute an investment recommendation.
Neuberger Private Markets did not pay a fee to
participate. Awards and ratings referenced do not
reflect the experiences of any Neuberger client and
readers should not view such information as
representative of any particular client’s experience
or assume that they will have a similar investment
experience as any previous or existing client. Awards
and ratings are not indicative of the past or future
performance of any Neuberger product or service.
Private Equity Wire 2021 – Best Fund of Funds
Manager: Private Equity Wire, a specialist industry
publication in Europe launched these awards to
showcase excellence among industry participants.
The publication partnered with Bloomberg to create
a clearly defined methodology for selecting the
award winners. Shortlists were created by
Bloomberg from a fund manager universe including
all funds managed by European-domiciled GPs with
a minimum fund size of $100 million. Asset band
grouping thresholds were based on individual fund
sizes – not overall GP assets under management in a
category. Funds were grouped according to
category and vintages from 2013 to 2018 and ranked
on the basis of their net IRR. GPs with more than one
fund ranked among the top performers across
multiple vintages within any category were
shortlisted. Winners from each category were then
decided by majority vote from the publication’s
readers. The award does not constitute an
investment recommendation. Neuberger Private
Markets did not pay a fee to participate. Awards and
ratings referenced do not reflect the experiences of
any Neuberger client and readers should not view
such information as representative of any particular
client’s experience or assume that they will have a
similar investment experience as any previous or
existing client. Awards and ratings are not indicative
of the past or future performance of any Neuberger
product or service.
The Wealth & Asset Management Awards 2020,
2021, 2023, 2024 – Private Equity Manager of the
Year: Asset Management Awards are designed to
recognise outstanding achievement in the UK/
European institutional and retail asset management
spaces. The Asset Management Awards’ judging is
undertaken by a group of judges with expertise
across the UK/European institutional and retail asset
management spaces. Each judge reviews submitted
entry material and then scores the entries out of a
total of score of 10 providing their reasoning as to
why they have submitted that score. Two judges
analyse each category and the firm with the highest
overall score wins that category. Votes are verified by
Insurance Asset Management’s editorial team. The
award does not constitute an investment
recommendation. Neuberger Private Markets did
not pay a fee to participate. Awards and ratings
referenced do not reflect the experiences of any
Neuberger client and readers should not view such
information as representative of any particular
client’s experience or assume that they will have a
similar investment experience as any previous or
existing client. Awards and ratings are not indicative
of the past or future performance of any Neuberger
product or service.
Award endnote pt 2 of 2:
Insurance Investment Outsourcing Exchange – 2022
Insurance Asset Manager Rankings: Neuberger paid
a fee to have access to the Insurance Asset
Outsourcing Exchange database, but not to be
included in The Insurance Investment Outsourcing
Report or leaderboards. General Account (GA)
assets fund the liabilities underwritten by the insurer
and are available to pay claims and benefits to which
insureds or policyholders are entitled. General
account assets exclude assets held in separate
accounts for variable annuity and unit-linked
investments as well as pension fund assets. The
award does not constitute an investment
recommendation. Neuberger Private Markets did
not pay a fee to participate. Awards and ratings
referenced do not reflect the experiences of any
Neuberger client and readers should not view such
information as representative of any particular
client’s experience or assume that they will have a
similar investment experience as any previous or
existing client. Awards and ratings are not indicative
of the past or future performance of any Neuberger
product or service.
Insurance Asset Risk Americas Awards – 2023
Private Equity Manager of the Year: Private Equity
manager of the Year Award formally recognises the
very best in insurance asset management in the
North America market. Submissions are evaluated
by a panel of Senior industry experts from across the
Americas, each chosen for their knowledge,
objectivity and credibility. The judges review
submitted entry material and then score the entries
in a secret ballot both by giving a mark out of 100 and
a rank – 1st, 2nd, 3rd, no placement. Votes are
counted and verified by the Insurance Asset Risk
editorial team. NB Private Equity did not pay a fee to
participate. The award does not constitute an
investment recommendation. Awards and ratings
referenced do not reflect the experiences of any
Neuberger client and readers should not view such
information as representative of any particular
client’s experience or assume that they will have a
similar investment experience as any previous or
existing client. Awards and ratings are not indicative
of the past or future performance of any Neuberger
product or service.
Chief Investment Officer’s 2022 Industry Innovation
Awards: The Chief Investment Officer (CIO) Industry
Innovation Awards is split into two general
categories: asset management/servicing and asset
owners. With input from CIO’s awards advisory
board, as well as applicable surveys and data, the
CIO editorial team is the final arbiter of finalists and
eventual winners. Neuberger did not pay a fee to
participate, and awards, ratings or rankings
referenced, do not reflect the experience of any
Neuberger client and should not be viewed as
representative of any particular client’s experience.
It should not be assumed that any investor will have a
Endnotes
similar investment experience. Awards, ratings or
rankings is not indicative of the past or future
performance of any Neuberger product or service.
Chief Investment Officer’s mission is to provide
context and insight on the investment and
operational issues affecting the world’s largest
institutional investors via news, opinions and
research, and to establish a community for dialogue
between and among these asset owners through
various forums, events and awards programs.
Each year, CIO asks its digital audience, newsletter
subscribers, previous award winners and other
industry professionals to help us identify asset
managers/service providers that have truly and
reliably enhanced the portfolios of their clients.
Nominations are collected online. After a simple
review of the nomination form, nominees are notified
and invited to submit an application for the award in
the nominated category. Judging is completed by
members of the CIO editorial team and select
corporate and public CIOs. All judges sign NDAs and
are not allowed to judge their own company
submissions, if applicable.
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To learn more about NB Private Equity Partners
Limited, visit our website, or contact your
Neuberger Representative.
nbprivateequitypartners.com
NBPrivateMarketsIR@nb.com
US: +1 214 647 9593
UK: +44 (0) 20 3214 9002
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