BP p.l.c.
Notification of transactions of persons discharging managerial responsibility or connected persons
EDIP performance shares 2026-2028 award
BP p.l.c. (the "Company") announces that, on 29 April 2026, conditional performance share awards (the "Awards") were made under the bp Executive Directors' Incentive Plan (the "Plan"). The Awards were made in accordance with the rules of the Plan and the 2026 directors' remuneration policy (the "Policy") and as provided for in the 2025 directors' remuneration report (the "Report"), both of which were approved by shareholders at the Annual General Meeting ("AGM") held on 23 April 2026.
Level of award
The People & Remuneration Committee (the "Committee") has made these Awards at 500% of base salary for the chief executive officer (pro-rated to her employment start date of 1 April 2026) and the deputy chief executive officer and at 450% of base salary for the chief financial officer, in line with the Policy. In calculating the number of bp shares over which these Awards have been made, the Committee has applied the average price of bp shares over the 90 calendar days up to and including the AGM that was held on 23 April 2026 (£5.18).
The Committee retains absolute discretion to adjust the formulaic outcome at the time of vesting of the Awards where it considers that outcome does not appropriately reflect shareholder experience over the performance period.
Performance conditions
As set out in the Policy and Report, Awards are subject to a three‑year performance period and will vest on the Vesting Date, being the later of the third anniversary of grant and the determination of performance against a combination of the following financial and strategic measures:
· Relative total shareholder return (30%) assessed against a benchmarking group, comprising Chevron, Eni, ExxonMobil, Shell and TotalEnergies;
· Return on average capital employed (25%);
· Adjusted free cash flow (25%); and
· Cumulative reduction percentage in operated carbon emissions (20%).
Number of shares subject to award
|
Name |
Award |
|
Meg O'Neill* |
1,415,701 ordinary shares |
|
Carol Howle** |
1,455,598 ordinary shares |
|
Kate Thomson |
776,640 ordinary shares |
* The award has been pro-rated to reflect Ms O'Neill's employment start date of 1 April 2026.
** Although as deputy chief executive officer Carol Howle is not an executive director, she is eligible to receive the Awards in line with the Policy and Report.
Upon vesting at the Vesting Date, any vested shares will normally be subject to a further three‑year retention period ending on the sixth anniversary of the commencement of the performance period (31 December 2031).
|
1 |
Details of the person discharging managerial responsibilities/person closely associated |
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|
a) |
Name |
Meg O'Neill |
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|
2 |
Reason for the notification |
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|
a) |
Position/status |
chief executive officer / Director |
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|
b) |
Initial notification/Amendment |
Initial notification |
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|
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
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|
a) |
Name |
BP p.l.c. |
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|
b) |
LEI |
213800LH1BZH3DI6G760 |
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|
4 |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
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|
a) |
Description of the financial instrument, type of instrument Identification code |
Ordinary shares of $0.25 GB0007980591 |
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|
b) |
Nature of the transaction |
1,415,701 performance share units (in the form of ordinary shares) awarded under the bp Executive Directors' Incentive Plan. |
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|
c) |
Price(s) and volume(s) |
|
||||
|
d) |
Aggregated information - Volume
- Price
- Total |
1,415,701
Nil consideration. Market value £5.18
Nil consideration. Market value £7,333,331
|
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|
e) |
Date of the transaction |
29 April 2026 |
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|
f) |
Place of the transaction |
Outside a trading venue |
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|
1 |
Details of the person discharging managerial responsibilities/person closely associated |
|||||
|
a) |
Name |
Carol Howle |
||||
|
2 |
Reason for the notification |
|||||
|
a) |
Position/status |
Deputy chief executive officer |
||||
|
b) |
Initial notification/Amendment |
Initial notification |
||||
|
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||
|
a) |
Name |
BP p.l.c. |
||||
|
b) |
LEI |
213800LH1BZH3DI6G760 |
||||
|
4 |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
|||||
|
a) |
Description of the financial instrument, type of instrument Identification code |
Ordinary shares of $0.25 GB0007980591 |
||||
|
b) |
Nature of the transaction |
1,455,598 performance share units (in the form of ordinary shares) awarded under the bp Executive Directors' Incentive Plan. |
||||
|
c) |
Price(s) and volume(s) |
|
||||
|
d) |
Aggregated information - Volume
- Price
- Total |
1,455,598
Nil consideration. Market value £5.18
Nil consideration. Market value £7,539,997
|
||||
|
e) |
Date of the transaction |
29 April 2026 |
||||
|
f) |
Place of the transaction |
Outside a trading venue |
||||
|
1 |
Details of the person discharging managerial responsibilities/person closely associated |
||||||
|
a) |
Name |
Kate Thomson |
|||||
|
2 |
Reason for the notification |
||||||
|
a) |
Position/status |
chief financial officer / Director |
|||||
|
b) |
Initial notification/Amendment |
Initial notification |
|||||
|
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
||||||
|
a) |
Name |
BP p.l.c. |
|||||
|
b) |
LEI |
213800LH1BZH3DI6G760 |
|||||
|
4 |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
||||||
|
a) |
Description of the financial instrument, type of instrument Identification code |
Ordinary shares of $0.25 GB0007980591 |
|||||
|
b) |
Nature of the transaction |
776,640 performance share units (in the form of ordinary shares) awarded under the bp Executive Directors' Incentive Plan. |
|||||
|
c) |
Price(s) and volume(s) |
|
|||||
|
d) |
Aggregated information - Volume
- Price
- Total |
776,640
Nil consideration. Market value £5.18
Nil consideration. Market value £4,022,995
|
|||||
|
e) |
Date of the transaction |
29 April 2026 |
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|
f) |
Place of the transaction |
Outside a trading venue |
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This notice is given in fulfilment of the obligation under Article 19 of the Market Abuse Regulation.