Grant of LTIP

Personal Group Holdings PLC

28 May 2026

 

28 May 2026

Personal Group Holdings Plc

("the Company" or "the Group")

Grant of LTIP

Personal Group Holdings Plc (AIM: PGH), the workforce benefits and services provider, announces the grant of options under the Company's Long-Term Incentive Plan (the "LTIP") as detailed below.

LTIP Awards

A total of 212,357 share awards have been granted under the LTIP.  These are in the form of an option over ordinary shares in the Company and vest subject to the achievement of certain performance criteria (the "LTIP Awards"). The LTIP Awards have a nominal value exercise price of £0.05 per share.

The vesting of the LTIP Awards is subject to the satisfaction of performance conditions assessed over the three financial years ending 31 December 2028. Once vested, the options may be exercised at any time until the tenth anniversary of the award date. The LTIP Awards are subject to claw back and malus provisions.

Performance conditions

The LTIP Awards are subject to performance hurdles on two targets, as below:

Attainment Target	% of LTIP Awards subject to Attainment Target	Measurement Period	Proportion of LTIP Awards that vest relative to satisfaction of Attainment Target
Total Shareholder Return ("TSR")1	40%	1 January 2026 to 31 December 2028	10% of the LTIP Awards will vest at achievement of the threshold target with 40% vesting at maximum target and a linear sliding scale between 10% - 40%.
Adjusted EBITDA2	60%	1 January 2026 to 31 December 2028	15% of the LTIP Awards will vest at achievement of the threshold target with 60% vesting at maximum target and a linear sliding scale between 15% - 60%

¹ Total Shareholder Return = ((Average Closing Share Price - Average Opening Share Price) + cash dividends paid in the Performance Period) divided by the Average Opening Share Price, with the resultant growth rate expressed as an annual compound growth rate.

² Adjusted EBITDA is defined as earnings before interest, tax, depreciation, amortisation of intangible assets, goodwill impairment, share-based payment expenses, profit or loss on disposal of subsidiaries, corporate acquisition costs and restructuring costs.

The core performance measures underpinning the LTIP Awards are the delivery of:

·      at least 9.0% per annum cumulative TSR growth up to a maximum of 16.0% for full vesting; and

·      a minimum of a 45% increase in EBITDA per share in 2028 in comparison to the 2025 value. The maximum threshold is achieved with an 70% increase in EBITDA per share in 2028 in comparison to 2025.

The LTIP Awards were granted to the following PDMRs:

PDMR	Number of options over ordinary shares granted
Paula Constant - Chief Executive Officer	100,480
Hywel Phillips - Chief Operating Officer	39,431
Jenny Hinde - Chief People Officer	11,529
Arianne Riddell - Chief Sales Officer	15,963
Karen Thornley - Innecto Chief Executive Officer	15,826
Other senior staff members (non-PDMR)	29,128

Further detail is provided below in accordance with Article 19.3 of the EU Market Abuse Regulation.

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Paula Constant
2	Reason for the notification
a)	Position/status	Chief Executive Officer
b)	Initial notification /Amendment	Initial
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Personal Group Holdings Plc
b)	LEI	213800TN8BH2YYWAH345
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 5p each ISIN: GB0002760279
b)	Nature of the transaction	Grant of options
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil 100,480
d)	Aggregated information - Aggregated volume - Price	N/A
e)	Date of the transaction	26 May 2026
f)	Place of the transaction	Outside a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Hywel Phillips
2	Reason for the notification
a)	Position/status	Chief Operating Officer
b)	Initial notification /Amendment	Initial
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Personal Group Holdings Plc
b)	LEI	213800TN8BH2YYWAH345
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 5p each ISIN: GB0002760279
b)	Nature of the transaction	Grant of options
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil 39,431
d)	Aggregated information - Aggregated volume - Price	N/A
e)	Date of the transaction	26 May 2026
f)	Place of the transaction	Outside a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Karen Thornley
2	Reason for the notification
a)	Position/status	Innecto Chief Executive Officer
b)	Initial notification /Amendment	Initial
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Personal Group Holdings Plc
b)	LEI	213800TN8BH2YYWAH345
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 5p each ISIN: GB0002760279
b)	Nature of the transaction	Grant of options
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil 15,826
d)	Aggregated information - Aggregated volume - Price	N/A
e)	Date of the transaction	26 May 2026
f)	Place of the transaction	Outside a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Jenny Hinde
2	Reason for the notification
a)	Position/status	Chief People Officer
b)	Initial notification /Amendment	Initial
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Personal Group Holdings Plc
b)	LEI	213800TN8BH2YYWAH345
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 5p each ISIN: GB0002760279
b)	Nature of the transaction	Grant of options
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil 11,529
d)	Aggregated information - Aggregated volume - Price	N/A
e)	Date of the transaction	26 May 2026
f)	Place of the transaction	Outside a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Arianne Riddell
2	Reason for the notification
a)	Position/status	Chief Sales Officer
b)	Initial notification /Amendment	Initial
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Personal Group Holdings Plc
b)	LEI	213800TN8BH2YYWAH345
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 5p each ISIN: GB0002760279
b)	Nature of the transaction	Grant of options
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil 15,963
d)	Aggregated information - Aggregated volume - Price	N/A
e)	Date of the transaction	26 May 2026
f)	Place of the transaction	Outside a trading venue

- ENDS - 

For more information please contact:

Personal Group Holdings Plc
Paula Constant (CEO)		Via Alma
Canaccord Genuity Limited (Nominated Adviser & Broker)
Max Hartley / Harry Rees		[phone]
Alma Strategic Communications		[phone]
Caroline Forde / Kinvara Verdon / Rose Docherty		[e-mail]

Notes to Editors

Personal Group Holdings Plc (AIM: PGH) is a workforce benefits and health insurance provider. Its vision is to be the champion of affordable and accessible insurance and benefits, keeping businesses and their employees happy, healthy and protected. The Group is proud to support the health and wellbeing of c. 1.25 million UK employees.

The Group's insurance provides employees with access to affordable, individual policies for hospital, recovery and death benefit plans. The Group's award-winning benefits platform, Hapi, brings together extensive employee benefits, discounts and rewards, in one responsive platform. As well as being sold direct to employers, the Hapi platform supports Sage's Employee Benefits offerings for SMEs.

This comprehensive range of offerings, powerful platform and unique sales model of face-to-face, one-to-one engagement with employees, provides Personal Group with a strong market position from which to grow.

Head-quartered in Milton Keynes, the Group has built an extensive blue-chip customer list over its 40-year history, including Airtanker, B & Q, Barchester Healthcare, British Transport Police, British Airways, Merseyrail, Office of National Statistics, Randstad, Royal Mail Group, The Royal Mint, Stagecoach Group plc, and The University of York.

For further information on the Group please see www.personalgroup.com

 

END