Universal Music Group N.V. today announced that its Board of Directors (the “Board”) has unanimously determined that the unsolicited and non-binding proposal (“the proposal”) it received from Pershing Square Capital Management, L.P. (“Pershing Square”) on April 7, 2026, is not in the best interests of UMG, its shareholders, artists, songwriters, employees and other stakeholders.

The Board has taken the time to fully assess the proposal submitted by Pershing Square. After careful review with the assistance of outside financial and legal advisors, the Board has rejected the proposal because it fundamentally and materially undervalues UMG and will not deliver superior value creation. The Board has heard from many of UMG’s shareholders and other stakeholders and believes there is a strong consensus supporting the Board’s decision.

As a company operating in a fast-evolving sector, UMG and its Board continuously assess the company’s business and financial strategy. The company recently initiated and subsequently expanded its buyback program, announced plans to monetize half of its Spotify equity stake, and announced it would provide the market with enhanced financial disclosure so that its business can be better assessed and understood. These are topics the Board and management have been considering for several months, and which will remain under continuous review.

Sherry Lansing, Chairman of the Board, UMG said: “UMG has built an unrivalled position in the music industry through clear vision and strong execution. The Board has full confidence in Sir Lucian and his team’s ability to deliver sustainable growth and continued value creation for all stakeholders.”

UMG has consistently led the industry, particularly since becoming a listed company in 2021. This has included pioneering an artist-centric approach to Streaming 2.0, underpinned by new agreements with digital service providers and leading the market in a responsible approach to the use of artificial intelligence. Also since listing, UMG has grown revenue by 60% and Adjusted EBITDA by nearly 70%(1), while sustaining healthy returns on equity. In 2025 UMG achieved a 33% share in recorded music, its highest share in 12 years, and a 24% share in music publishing, the highest share UMG has achieved since Music & Copyright started tracking market share in 2010. For the third consecutive year, in 2025 UMG artists held 9 of the top 10 positions on the annual IFPI Global Artist Chart.

Sir Lucian Grainge, Chairman and Chief Executive Officer, UMG said: “We remain committed to leading the industry by attracting the world’s top talent, deepening fan engagement globally, and driving innovation. Central to that mission is fostering an environment that champions human creativity, protects artists, songwriters, and entrepreneurs, and expands opportunities for growth and success. As we execute our strategy and deliver maximum long term value, we look forward to providing shareholders with greater insight into the drivers of our performance and future direction of our business.”

Citi is acting as financial advisor to the UMG Board of Directors, and Paul, Weiss, Rifkind, Wharton & Garrison LLP and De Brauw Blackstone Westbroek N.V. are acting as legal advisors to the UMG Board of Directors.