LTIP Awards

Kistos Holdings PLC

04 March 2026

 

4 March 2026

Kistos Holdings plc

("Kistos" or the "Company")

Performance-based Restricted Share Unit Awards (the "LTIP Awards")

On 2 March 2026, the Company granted LTIP Awards over a total of 1,008,649 Ordinary Shares under the Plan¹, including 850,930 to the following Executive Directors:

Executive Director / PDMR	Role	Number of Ordinary Shares over which LTIP Awards are granted
Andrew Austin	Executive Chairman	324,164
Peter Mann	Chief Executive Officer	283,643
James Thomson	Chief Financial Officer	243,123

¹ Kistos Holdings plc 2021 Equity Incentive Plan ("the Plan")

The number of Ordinary Shares over which the LTIP Awards were granted was based on a percentage of base salary, converted into a number of Ordinary Shares using a share price of 180 pence per Ordinary Share, being the average mid-market closing share price for the five business days prior to the vesting commencement date, as derived from the London Stock Exchange daily official list.

In summary, the vesting of the LTIP Awards is dependent on continued employment and the achievement of performance conditions against certain Total Shareholder Returns and strategic targets, tested over a three-year performance period commencing on 1 January 2026.

The notifications set out at the end of this announcement, made in accordance with UK MAR, provide further detail in relation to the LTIP Awards granted.

Bonus Restricted Share Unit Awards (the "Bonus RSU Awards")

The Remuneration Committee has decided to defer a portion of the 2025 bonus outcome into an award to be granted as Bonus RSU Awards.

On 2 March 2026, the Company granted Bonus RSU Awards over a total of Kistos487,196 Ordinary Shares under the Plan, including 330,459 to the following Executive Directors:

Executive Director / PDMR	Role	Number of Ordinary Shares over which Bonus RSU Awards are granted
Andrew Austin	Executive Chairman	125,889
Peter Mann	Chief Executive Officer	110,153
James Thomson	Chief Financial Officer	94,417

The number of Ordinary Shares over which the Bonus Awards were granted was based on a proportion of annual bonus, converted into a number of Ordinary Shares using the same methodology as for the LTIP Awards.

The Bonus RSU Awards vest over a two-year period, one-third vesting on the first anniversary of the vesting commencement date and the remaining two-thirds on the second anniversary of the vesting commencement date.  No further performance conditions apply.

The notifications set out at the end of this announcement, made in accordance with UK MAR, provide further detail in relation to the Bonus RSU Awards granted.

Enquiries

Kistos Holdings plc Andrew Austin / Peter Mann	via Hawthorn Advisors
Panmure Gordon (NOMAD, Joint Broker) James Sinclair-Ford / Freddie Wooding / Mark Murphy / Sam Elder	Tel: [phone]
Berenberg (Joint Broker) Matthew Armitt / Ciaran Walsh	Tel: [phone]
Hawthorn Advisors (Public Relations Advisor) Henry Lerwill / Simon Woods	Tel: [phone]
Camarco (Public Relations Advisor) Billy Clegg	Tel: [phone]

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closed associated with them.

The below notifications are made in accordance with the requirements of UK MAR.

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Andrew Austin
	Reason for the notification
a)	Position/status	Executive Chairman
b)	Initial Notification Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Kistos Holdings plc
b)	LEI	213800L2ET5KEP3OMV07
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 £0.1 each ISIN:  GB00BLF7NX68
b)	Nature of the transaction	Grant of two restricted share unit awards under the Company's 2021 Equity Incentive Plan
c)	Price(s) and volume(s)	Price(s) Volume(s) £0 324,164 £0 125,889
d)	Aggregated information - Aggregated volume - Price	Price(s) Volume(s) £0 450,053
e)	Date of the transaction	2 March 2026
f)	Place of the transaction	N/A
g)	Additional Information	N/A

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Peter Mann
	Reason for the notification
a)	Position/status	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	Kistos Holdings plc
b)	LEI	213800L2ET5KEP3OMV07
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 £0.1 each ISIN:  GB00BLF7NX68
b)	Nature of the transaction	Grant of two restricted share unit awards under the Company's 2021 Equity Incentive Plan
c)	Price(s) and volume(s)	Price(s) Volume(s) £0 283,643 £0 110,153
d)	Aggregated information - Aggregated volume - Price	Price(s) Volume(s) £0 393,796
e)	Date of the transaction	2 March 2026
f)	Place of the transaction	N/A
g)	Additional Information	N/A

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	James Thomson
	Reason for the notification
a)	Position/status	Chief Financial Officer
b)	Initial Notification Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Kistos Holdings plc
b)	LEI	213800L2ET5KEP3OMV07
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 £0.1 each ISIN:  GB00BLF7NX68
b)	Nature of the transaction	Grant of two restricted share unit awards under the Company's 2021 Equity Incentive Plan
c)	Price(s) and volume(s)	Price(s) Volume(s) £0 243,123 £0 94,417
d)	Aggregated information - Aggregated volume - Price	Price(s) Volume(s) £0 337,540
e)	Date of the transaction	2 March 2026
f)	Place of the transaction	N/A
g)	Additional Information	N/A

 

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