Grant of Options under Long-Term Incentive Plan

PCI-PAL PLC

18 December 2025

 

18 December 2025

PCI-PAL PLC

("PCI Pal", the "Company" or "the Group")

Grant of Options under Long-Term Incentive Plan

PCI-PAL PLC (AIM: PCIP), the global cloud provider of secure payment solutions for business communications, announces that following shareholders voting in favour of the new Long-Term Incentive Plan at the Company's AGM held on 1 December 2025, the remuneration committee has on 18 December 2025 granted options (the "Options") over ordinary shares of nominal value each in the Company (the "Ordinary Shares") to certain persons discharging managerial responsibilities ("PDMRs"), as set out in the table below.

The Board recognises the importance of equity incentive schemes as a means to incentivise and retain executive directors, ensuring alignment with the objectives of the Company and its shareholders. Awards are structured as nominal-cost share options subject to the achievement of performance conditions (the "LTIP Awards").

The Remuneration Committee of the Board approved the grants to the Executive Directors on 18 December 2025 as follows:

PDMR	Position	Options
James Barham	CEO	1,000,000
Ryan Murray	CFO	479,499
Total		1,479,499

The LTIP Awards will normally vest on the third anniversary of grant, subject to continued employment and the satisfaction of performance conditions based on (i) share price targets (75% of the LTIP Awards) and (ii) earnings targets (25% of the LTIP Awards), in each case on a sliding scale. The performance targets will be as follows:

% Vesting of each part of an award	Share Price Targets*   (75% of Initial Awards)	EBITDA Targets** (25% of Initial Awards)
0% vesting	Below or Equal to 75p	Below or Equal to £6m
Pro-rata between 0% and 100%	Between 75p and 130p	Between £6m and £8m
100% vesting	Equal to or more than 130p	Equal to or more than £8m

*Based on the average share price in the final 3 months of the 3 yr performance period ending on the 3rd anniversary of grant

** Based on Adjusted EBITDA for FY2028

Following the grant of the Options, the total number of Ordinary Shares subject to outstanding options is 11,247,471 Ordinary Shares, representing approximately 15.5% of the Company's current issued share capital.

For further information, please contact:

PCI-PAL PLC	Via Walbrook PR
James Barham - Chief Executive Officer Ryan Murray - Chief Financial Officer
Cavendish Capital Markets Limited (Nominated Adviser and Broker)	[phone]
Marc Milmo/Fergus Sullivan/Finn Gordon (Corporate Finance) Sunila De Silva (Corporate Broking)
Walbrook PR	[phone]
Tom Cooper/Nick Rome	[phone]
	[e-mail]

About PCI Pal:

PCI Pal is a leading provider of Software-as-a-Service ("SaaS") solutions that empower companies to take payments from their customers securely, adhere to strict industry governance, and remove their business from the significant risks posed by non-compliance and data loss. Our products secure payments and data in any business communications environment including voice, chat, social, email, and contact centre. We are integrated to, and resold by, some of the worlds' leading business communications vendors, as well as major payment service providers.

The entirety of our product-base is available from our global cloud platform hosted in Amazon Web Services ("AWS"), with regional instances across EMEA, North America, and ANZ.

For more information visit www.pcipal.com or follow the team on Linkedin: https://www.linkedin.com/company/pci-pal/

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

1.	Details of the person discharging managerial responsibilities/person closely associated
a)	Name:	James Barham
2.	Reason for the notification
a)	Position/status:	PDMR - 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:	PCI-PAL PLC
b)	LEI:	213800XTX34IQYMYES95
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:	Options over Ordinary Shares of 1 pence each ISIN Code: GB0009737155
b)	Nature of the transaction:	Grant of Options
c)	Price(s) and volume(s):	Price(s) Volume(s) 1 pence 1,000,000
d)	Aggregated information: ·      Aggregated volume: ·      Price:	See 4(c) above
e)	Dates of the transactions:	18 December 2025
f)	Place of the transaction:	Off Market Transaction

1.	Details of the person discharging managerial responsibilities/person closely associated
a)	Name:	Ryan Murray
2.	Reason for the notification
a)	Position/status:	PDMR - 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:	PCI-PAL PLC
b)	LEI:	213800XTX34IQYMYES95
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:	Options over Ordinary Shares of 1 pence each ISIN Code: GB0009737155
b)	Nature of the transaction:	Grant of Options
c)	Price(s) and volume(s):	Price(s) Volume(s) 1 pence 479,499
d)	Aggregated information: ·      Aggregated volume: ·      Price:	See 4(c) above
e)	Dates of the transactions:	18 December 2025
f)	Place of the transaction:	Off Market Transaction

 

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