MIFIDPRU 8 DISCLOSURE

Harris Williams & Co. Ltd

The Investment Firms Prudential Regime (“IFPR”), implemented in January 2022, requires all MiFID investment firms to make certain public disclosures according to the Financial Conduct Authority (“FCA”) rules, increasing transparency and giving an insight into how the business is run.

Harris Williams & Co. Ltd (“Harris Williams UK”) is authorized and regulated by the FCA and this document is designed to meet our obligations and has been prepared according to the rules set out in the MIFIDPRU sourcebook.

Harris Williams UK is a subsidiary of Harris Williams UK Holdings, LLC, which is a subsidiary of Harris Williams LLC (together, the "Firm"). Harris Williams LLC is a subsidiary of PNC Bank, National Association (PNC Bank) the banking subsidiary of The PNC Financial Services Group, Inc., a US‐based, publicly traded financial services corporation (together with its subsidiaries, "PNC"). Unless otherwise specified, the remuneration practices are conducted on a Firm‐wide basis, applicable to both the US and UK offices of Harris Williams LLC.

The reference date is 31 December 2025 which is the Firm’s accounting reference date and financial year end.

Harris Williams UK is classified by the FCA under MIFIDPRU as a non-small and non-interconnected investment firm (“non-SNI Firm”). As such, Harris Williams UK is required by Chapter 8 of MIFIDPRU (“MIFIDPRU 8”) to disclose information on the following topics:

  • Risk management objectives and policies;

  • Governance arrangements;

  • Own funds;

  • Own funds requirements; and

  • Remuneration policy and practices

This disclosure should be published after our other disclosures are published and relevant reports filed with the FCA. Unless otherwise stated, all figures are as at Harris Williams UK’s 31 December 2025 year end.

1. RISK MANAGEMENT OBJECTIVES AND POLICIES

This section describes Harris Williams UK’s risk management objectives and policies for the categories of risk addressed by the requirements of Harris William UK in the following areas: (i) own funds; (ii) concentration risk; and (iii) liquidity.

The board of managers assess the effectiveness of the Firm’s risk management and financial control processes, monitoring and analysing key management data as well as regulatory and operational risks, income, expenditure, and capital adequacy. All the managers are involved in maintaining client relationships as well as taking responsibility for different areas of the business and believe the potential for harm from the Firm’s business strategy is low.

a. Risk categories

i. Own funds and liquidity

When assessing the adequacy of the Own Funds Requirement the board of managers have considered the key risks to the Firm’s operating model. Due to our size the Firm’s regulatory funding requirement is the amount calculated by the Fixed Overheads Requirement as prescribed by the FCA.

The Firm regularly reviews liquidity adequacy ensuring that it remains appropriate for normal and stressed business conditions and to support the wind-down of the Firm in an orderly manner.

ii. Concentration risk

The Board of Managers monitors the Firm’s Concentration Risk. The board of managers has determined that no material customer concentrations exist.

2. GOVERNANCE ARRANGEMENTS

Harris Williams UK has a clear organisational structure with well defined, transparent, and consistent lines of responsibility; effective processes to identify, manage, monitor and report the risks the firm is or might be exposed to, or the firm poses or might pose to others; and adequate internal control mechanisms, including sound administration and accounting procedures. Harris Williams UK is not required to establish a separate risk committee at the level of the firm.

Harris Williams UK’s Board of Managers has overall responsibility for its risk strategies and policies.

All finance and accounting functions are administered by the US-based parent company. Finance functions are overseen by the Finance Director. Compliance functions are administered by employees of the US-based parent company and of the firm in the UK. Compliance and AML functions are overseen by an SMF 16 & 17, HW’s Chief Operating Officer.

Harris Williams is an investment bank specializing in M&A advisory services, with offices in the United States, Germany and the UK. Harris Williams UK is authorised by the FCA to carry out the following activities: (i) advising on investments; (ii) arranging (bringing about) deals in investments and (iii) making arrangements with a view to transactions in investments, in each case with clients who are categorised as eligible counterparties. Harris Williams UK does not maintain customer accounts nor has retail clients. Harris Williams UK has compliance systems in place to observe all FCA “conduct of business” and “systems and controls” rules, either on a stand-alone basis or shared with its US parent, Harris Williams LLC.

Harris Williams UK principally advises private equity firms in relation to corporate acquisitions or disposals. Harris Williams UK began operating in 2009 and has a single office in London. There are forty-five staff employed at the firm, thirty-five of whom are client-facing. Harris Williams UK earns revenues based on deal closings. In 2025, Harris Williams UK was involved in ten deal closings. Harris Williams UK enters into an engagement letter in respect of each engagement, which describes the scope of work, fees, term and termination. There is indemnification by the client in favour of Harris Williams UK in the engagement letter.

Clients are primarily sourced by relationship driven origination activities. This includes publicly available marketing materials and direct outreach by firm employees to contacts at private equity firms.

a. Management directorships

The below table sets out the number of directorships (executive and non-executive) held by each member of the Board of Directors. The table details their position in Harris Williams UK, SMF function and number of external directorships held.

Table 1

b. Approach to diversity of management

The firm's remuneration policies and practices are designed to be fair and non-discriminatory, in compliance with the Equality Act 2010. Individual performance ratings and business metrics are applied equally to all staff to determine variable compensation, mitigating the risk of indirect discrimination. While specific diversity targets for the management body are not detailed, the policy ensures that differences in variable remuneration are linked to the value created by a staff member, not to any protected characteristic.

3. OWN FUNDS

a. Composition of regulatory own funds

The information below is set out according to the FCA’s prescribed disclosure template. As at the 31 December 2025 and during the year Harris Williams UK complied with all regulatory capital requirements.

Table 2Table 3Table 4

4. OWN FUNDS REQUIREMENTS

The Firm is subject to minimum regulatory capital requirements. In complying with the prudential rules, the Firm’s capital requirement is the higher of its permanent minimum capital requirement and its fixed overhead requirement.

Table 5

Under IFPR rules the Firm must calculate and assess liquidity requirements to ensure sufficient resources are maintained to meet the Liquid Assets Threshold Requirement. The ICARA process is designed to identify and monitor ongoing business risks and ensure the Firm can wind-down in an orderly manner.

5. REMUNERATION POLICIES AND PRACTICES

HW must make two types of disclosures: qualitative and quantitative disclosures. The qualitative disclosures must note our approach to remuneration for all staff, including our principles and philosophy, how we link variable remuneration and performance, our performance objectives, categories of staff eligible for variable remuneration, and objectives of our financial incentives. In addition, we must note how we make decisions on our remuneration policy and practices, the composition and mandate given to the remuneration committee, use and role of external consultants, key characteristics of our remuneration policies and practices and how they relate to our risk profile and potential incentives, the fact that we have both variable and fixed compensation, and lastly a summary of the types of financial and non‐financial performance criteria used to make assessments. The quantitative disclosures must include the total separate amounts of variable and fixed remuneration awarded to all staff.

a. Approach to Remuneration and characteristics of remuneration policy

The objectives of the Firm’s financial incentives are to enable the Firm to attract, engage and retain the talent needed to achieve its business objectives, and to reward desired performance. Harris Williams UK compensates all employees with a total remuneration package composed of both fixed and variable components: fixed remuneration in the form of salary and a pension scheme, and variable remuneration in the form of annual discretionary incentive awards. The Firm pays fixed remuneration (salary) at market levels across the organisation. The Firm may also provide new hire bonuses and, from time to time, anniversary payments, or other one‐time payments as part of its variable remuneration scheme. However guaranteed variable remuneration is only offered to Material Risk Takers (MRT) in exceptional circumstances at hire, is limited to the employee’s first year of service, and is contingent on the Firm maintaining a strong and sufficient capital base. Any guaranteed variable remuneration awarded to MRTs is subject to clawback provisions for misconduct. . All employees of Harris Williams UK are eligible to receive variable remuneration. The Firm allocates an overall annual bonus pool based on Firm performance. Individual awards are determined by the Firm’s Compensation Committee (as discussed below) and may be risk‐adjusted (if applicable) on a discretionary basis. Such discretion may be exercised by the Firm’s Compensation Committee or by PNC.

b. Remuneration Governance and Risk Management

The Firm’s Compensation Committee and PNC both have oversight over the Firm’s remuneration arrangements, including remuneration decisions for all MIFIDPRU Remuneration Code Staff in Harris Williams UK. Both PNC and the Firm maintain remuneration policies, processes and procedures to ensure the Firm promotes sound and effective risk management and discourage risk‐taking that exceeds the Firm’s levels of tolerated risk. As an advisory-only business, the Firm does not hold customer accounts, extend credit, execute transactions, or take risk on behalf of its clients. As a subsidiary of PNC Bank, the Firm is subject to PNC’s Code of Business Conduct and Ethics and risk management policies and practices. The Firm's Compensation Committee is a subset of the Firm’s Executive Committee and composed of Managing Directors of the Firm.

The Firm's Compensation Committee also receives advisory support from the Firm’s Chief Talent Officer and the Corporate Compensation Director. In addition, representatives from PNC’s Corporate Compensation and Human Resources Business Partners team participate in the annual incentive decision‐making process to provide analysis from the PNC enterprise level. The Firm's Compensation Committee does not have any sub‐committees, nor does it retain compensation consultants for advice.

The Firm's Compensation Committee conducts annual review meetings to assess whether an individual has achieved their goals and objectives, met the core competencies required in their role, and made appropriate risk‐based decisions relative to the Firm’s risk appetite. The Compensation Committee also reviews the deal activity of each executing banker for quality and origination efforts to assess and manage reputational risk and other types of risk.

c. Risk adjustment

The Firm takes current and future risks into account by embedding a risk-adjusted framework into its performance assessment process. The total variable remuneration pool is determined only after ensuring all capital and liquidity requirements under IFPR are met.

For individual awards, the Compensation Committee uses a balanced scorecard that breaks any formulaic link to gross revenue. The assessment includes risk-adjusted financial metrics (e.g., profitability of engagement, firm resources consumed) and non-financial criteria such as adherence to the firm’s risk appetite, Code of Conduct, and contribution to firm-wide culture and values.

To ensure long-term alignment, a portion of annual variable remuneration for senior-level employees is subject to a mandatory deferral requirement. A portion of an employee’s annual discretionary incentive is deferred and paid out over a three-year period. All variable remuneration, including deferred and undeferred portions, is subject to malus and clawback.

  • Malus (In-Performance Adjustment): The Firm may reduce or cancel unvested deferred awards if there is reasonable evidence of employee misbehavior or material error, or if the Firm or relevant business unit suffers a material downturn in financial performance or a material failure of risk management.

  • Clawback (Post-Vesting Recovery): The Firm will seek to recover vested or paid variable remuneration for a period of at least three years from the award date in cases of employee misconduct, material error, or conduct that resulted in a material loss to the Firm

d. Material risk takers

Harris Williams UK has developed a framework to identify its material risk takers (“MRTs”). The framework is in accordance with the criteria set out in SYSC 19G.5 of the Remuneration Code. For the performance year ended 31 December 2025 , two individuals were identified as MRTs.

e. Quantitative remuneration disclosure

Harris Williams UK total fixed remuneration for the financial year ended 31 December 2025 was £7,543,015 and total variable compensation was £12,892,399. Harris Williams has not disclosed aggregate remuneration amounts paid to senior management and other material risk takers, under an available exemption to prevent disclosure of information about remuneration about one or two people.

f. Severance pay

Harris Williams UK does not usually award early termination payments to staff that exceed their statutory and contractual entitlements, save where there are overriding business reasons for doing so. In such cases, the Firm would ensure that any such payment does not reward failure or misconduct, does not materially impact the Firm’s ability to meet its capital requirements; and in respect of an MRT, reflects his or her performance over time and is determined on a case-by-case assessment of legal risk and any applicable reputational risk posed by the termination.

Harris Williams is a global investment bank specializing in M&A and private capital advisory services. Clients worldwide rely on us to help unlock value in their business and turn ambitious goals into reality. We approach every engagement with boundless collaboration, pooling expertise and relationships across industries and geographies. For over 30 years, our clients have trusted us to think strategically, execute precisely, and deliver superior outcomes to help them grow.


Harris Williams LLC is a registered broker-dealer and member of FINRA and SIPC. Harris Williams & Co. Ltd is a private limited company incorporated under English law with its registered office at 13th floor, One Angel Court, London EC2R 7HJ, UK, registered with the Registrar of Companies for England and Wales (registration number 07078852). Harris Williams & Co. Ltd is authorised and regulated by the Financial Conduct Authority, number 5408952. Harris Williams Private Capital Advisory Ltd. is an Appointed Representative of Sturgeon Ventures, LLP, which is authorised and regulated by the Financial Conduct Authority number 452811. Harris Williams & Co. Corporate Finance Advisors GmbH is registered in the commercial register of the local court of Frankfurt am Main, Germany, under HRB 107540. The registered address is 16th Floor, Marienturm, Taunusanlage 9-10 60329, Frankfurt am Main, Germany (email address: hwgermany@harriswilliams.com). Geschäftsführer/Director: Paul Poggi, VAT No. DE321666994. Harris Williams is a trade name under which Harris Williams LLC, Harris Williams & Co. Ltd and Harris Williams & Co. Corporate Finance Advisors GmbH conduct business.