8 July 2026

For immediate release

Brown Advisory US Smaller Companies PLC

Legal Entity Identifier (LEI): 549300HKKL9K1NY4TW55

Strategic Review

The Board announces that it is conducting a Strategic Review of the future of the Company.

The Board continues to have confidence in the Portfolio Manager's philosophy and process, and in their ability to deliver positive results over the long term, as demonstrated historically. The Board also remains very positive on the prospects for US smaller companies as an asset class, where valuations are particularly attractive. However, the Board also recognises that more recent performance, despite delivering strong returns in absolute terms over the last year, has lagged the Company's benchmark by a significant margin. 

In the past 18 months, the Board has taken a number of actions aimed at enhancing the attractiveness of the Company and delivering value for shareholders. These include the reduction in management fees, effective from 1 January 2025, with fees now based on the lower of market capitalisation and NAV.  The Board also remains committed to the use of share buybacks with the aim of reducing discount volatility.

The Board is cognisant of the Company's three-yearly continuation vote, to be held at this year's Annual General Meeting, and has been actively engaging with shareholders to understand their views.

Feedback from shareholders has been broadly supportive of the Company's investment objective and policy, as well as the processes and resources of the Portfolio Manager. There is also significant support for the Company's existing discount control mechanisms, including the three-yearly continuation vote, the five-year performance-related tender offer scheduled for 2028, and the use of share buybacks. 

However, a number of shareholders have indicated a preference for a liquidity opportunity in the shorter term. 

Against this backdrop, the Board is considering a range of strategic options, including the provision of a significant cash exit opportunity for shareholders.  In evaluating these options, the Board will also have regard to the scale of the Company following any such transaction. 

The Strategic Review remains ongoing and there can be no certainty to its outcome. The Board will provide a further update in due course, taking into account the timing of the continuation vote at this year's AGM.

As part of the Review, the Board will not actively consider the option of a transaction that would be subject to the Takeover Code, and do not believe such a transaction is a possible outcome of that Review. 

Enquiries:

Brown Advisory US Smaller Companies PLC                      

Via Lansons

Stephen White (Chairman)

Singer Capital Markets (Corporate Broker)                 020 7496 3000

Mark Bloomfield / James Fischer (Investment Banking)

Alan Geeves / Sam Greatrex / William Gumpel (Sales)

Lansons                                 

Ed Hooper                                                                              07783 387713         

[email protected] 

Important Information

This announcement contains information that is inside information for the purposes of the Market Abuse Regulation (EU) No 596/2014 as implemented in the UK. The person responsible for arranging for the release of this announcement on behalf of the Company is Stephen White, Chairman.