Director/PDMR Shareholding

RWS Holdings PLC

26 March 2026

 

26 March 2026

RWS Holdings plc

Notification and public disclosure of transactions by Persons Discharging Managerial Responsibilities ("PDMRs")

RWS Holdings plc ("RWS", the "Company"), a global AI solutions company, announces that 1,219,241 options ("Options") over ordinary shares of 1 pence in the Company ("Ordinary Shares") were granted on 25 March 2026 to Stephen Lamb, Chief Financial Officer, under the RWS Holdings plc Long Term Incentive Plan ("LTIP"). The Options partly compensate Stephen for long term incentives forfeited on cessation of his previous employment and partly relate to his normal 175% of salary 2026 LTIP award.

The Options were granted with an exercise price per Ordinary Share of nil.

The extent to which the Options will vest will be dependent on the following metrics, each with a 50% weighting: (i) performance against adjusted earnings per share ("EPS") targets set in relation to a reference three year measurement period ending with the financial year ending 30 September 2028 ("FY 2028") with a sliding scale of vesting percentages from zero vesting for EPS of less than 17.0p to full vesting for EPS of 23.0p or more;  and (ii) RWS's absolute total shareholder return ("TSR") performance over the three year period from 1 December 2025, with a sliding scale of vesting percentages from zero vesting at 10% TSR p.a. to full vesting at 40% TSR p.a. over the performance period.

The performance condition for the Options provides for discretion to be retained by the Remuneration Committee to reduce the level of vesting that would apply (including to nil vesting) if it considers there has not been an underlying improvement in the financial performance of the Company over the performance period or to counter windfall gains.

The Options have a normal vesting date of the third anniversary of the grant date, will ordinarily be forfeited in the event of cessation of employment ahead of the vesting date, and are subject to a holding period condition under which any shares acquired under the Options (net of sales for tax and national insurance) must be retained until at least the fifth anniversary of the grant date.

Once vested, Options ordinarily will remain exercisable in respect of their vested shares until the tenth anniversary of the award's grant date.

The Company further announces that an award of 168,366 Ordinary Shares was made to Stephen Lamb on 25 March 2026 which vested immediately. As disclosed in the 2025 Annual Report on Remuneration, the share award compensates Stephen for long term incentives forfeited on cessation of his previous employment. Further to the Company's issue of equity announcement released on 25 March 2026, part of this award was satisfied by issuance of new shares, and part was satisfied by shares held in the RWS Employee Benefit Trust.

Income Tax and National Insurance contributions were required to be withheld on the vesting of this award and consequently, a total of 79,291 Ordinary Shares were sold to satisfy this obligation, as detailed below. The net shares will be retained by Stephen in accordance with RWS shareholding guidelines for Executive Directors.

Further details of the Ordinary Shares and Options will be disclosed in detail in the Directors' Remuneration Report for the year ending 30 September 2026.

This announcement is made in accordance with Article 19(3) of the EU Market Abuse Regulation 596/2014 (as incorporated into UK domestic law by the European Union (Withdrawal) Act 2018).

For further information, please contact:

RWS Holdings plc Andrew Brode, Interim Chairman Benjamin Faes, Chief Executive Officer	01628 410100
MHP (Financial PR advisor) Katie Hunt / Eleni Menikou	[e-mail] 07884 494112
Deutsche Numis (Nomad & Joint Broker) Stuart Skinner / William Wickham	020 7260 1000
Berenberg (Joint Broker) Ben Wright / Toby Flaux / Mike Burke / Milo Bonser	020 3207 7800

About RWS:

RWS is a global AI solutions company empowering the world's most trusted enterprise AI.

Our proprietary Cultural Intelligence Layer, powered by 250,000 data specialists, cultural and language experts and deep domain professionals, backed by 45+ patents, makes enterprise AI culturally fluent, contextually accurate and secure, ensuring every interaction reflects a brand's tone, context and customer values.

Through our Generate, Transform and Protect segments, we deliver intelligent content, enterprise knowledge, large-scale localisation and IP protection for global growth. Trusted by 80+ of the world's top 100 brands, RWS provides the confidence, governance and expertise organisations need to deploy AI safely, responsibly and at scale.

Headquartered in the UK, RWS is listed on AIM (RWS.L). 

For further information, please visit: www.rws.com. 

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Stephen Lamb
2	Reason for the notification
a)	Position/status	Chief Financial Officer
b)	Initial notification /Amendment	Initial Announcement
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	RWS Holdings plc
b)	LEI	213800YGBGTTSKUVK111
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	Ordinary shares of 1p each
		GB00BVFCZV34
	Identification code
b)	Nature of the transaction	Grant of nil cost options under the RWS Holdings plc Long Term Incentive Plan.
c)	Price(s) and volume(s)
			Price(s)	Volume(s)
			Nil	1,219,241
d)	Aggregated information
	- Aggregated volume	N/A
	- Price
e)	Date of the transaction	2026-03-25
f)	Place of the transaction	Outside of a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Stephen Lamb
2	Reason for the notification
a)	Position/status	Chief Financial Officer
b)	Initial notification /Amendment	Initial Announcement
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	RWS Holdings plc
b)	LEI	213800YGBGTTSKUVK111
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	Ordinary shares of 1p each
		GB00BVFCZV34
	Identification code
b)	Nature of the transaction	Award and immediate vesting of Share Award.
c)	Price(s) and volume(s)
			Price(s)	Volume(s)
			Nil	168,366
d)	Aggregated information
	- Aggregated volume	N/A
	- Price
e)	Date of the transaction	2026-03-25
f)	Place of the transaction	Outside of a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Stephen Lamb
2	Reason for the notification
a)	Position/status	Chief Financial Officer
b)	Initial notification /Amendment	Initial Announcement
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	RWS Holdings plc
b)	LEI	213800YGBGTTSKUVK111
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	Ordinary shares of 1p each
		GB00BVFCZV34
	Identification code
b)	Nature of the transaction	Sale of shares in order to satisfy Income Tax and National Insurance contributions required to be withheld following the vesting of a Share Award.
c)	Price(s) and volume(s)
			Price(s)	Volume(s)
			76.40p	79,291
d)	Aggregated information
	- Aggregated volume	N/A
	- Price
e)	Date of the transaction	2026-03-26
f)	Place of the transaction	London Stock Exchange (XLON)

 

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