Form 8 (OPD) Schroders plc

Schroders PLC

25 February 2026

 

FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

1.         KEY INFORMATION

(a) Full name of discloser:	Schroders plc
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):      The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.	N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each offeror/offeree	Schroders plc
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:      The latest practicable date prior to the disclosure	24 February 2026
(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?      If it is a cash offer or possible cash offer, state "N/A"	N/A

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

Class of relevant security:	Ordinary shares of 20 pence
	Interests		Short positions
	Number	%*	Number	%
(1) Relevant securities owned and/or controlled:	Nil	-	Nil	-
(2) Cash-settled derivatives:	Nil	-	Nil	-
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	Nil	-	Nil	-
TOTAL:	Nil	-	Nil	-

* Percentage of total issued share capital excluding treasury shares.

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b)        Rights to subscribe for new securities

Class of relevant security in relation to which subscription right exists:	None
Details, including nature of the rights concerned and relevant percentages:	None

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

(a)  Interests held as ordinary shares of 20 pence by the directors of Schroders plc and their close relatives and related trusts Name Number of ordinary shares % of total issued share capital (excluding treasury shares) (truncated to two decimal places) Dame Elizabeth Corley 105,294 0.00% Richard Oldfield 105,426 0.00% Meagen Burnett 2,009 0.00% Johanna Kyrklund 10,742 0.00% Claire Fitzalan Howard* 302,267 0.01% Leonie Schroder* 10,706,141 0.66% Ian King 13,205 0.00% Matthew Westerman 11,764 0.00% Rakhi Goss-Custard 8,301 0.00% *Claire Fitzalan Howard and Leonie Schroder have disclosable interests in shares held by their close relatives and related trusts, which are set out in (c) below. (b)  Discretionary interests held by connected fund managers Name Number of ordinary shares % of total issued share capital (excluding treasury shares) (truncated to two decimal places) Schroders (C.I.) Limited 35,125 0.00% Schroder & Co. Limited 514,924 0.03% (c)  Interests held as ordinary shares of 20 pence in Schroders plc by members of the Principal Shareholder Group  Name Number of ordinary shares % of total issued share capital (excluding treasury shares) Vincitas Limited 390,904,117 24.27% Veritas Limited 246,797,902 15.32% Alster Limited 20,489,721 1.27% Treva Limited 1,575,270 0.10% Lionel Trustees (UK) I Limited and Lionel Trustees (UK) II Limited as trustees of the 2020 Trust 1,745,930 0.11% MEB Investments Limited 9,237,314 0.57% CRH Investments Limited 9,237,314 0.57% JMF Investments Limited 9,237,313 0.57% Schroder Charity Trust 2,358,796 0.15% Schroder family members* 21,297,731 1.32% *This position consists of interests held by 44 individual members of the Schroder family. (d)  Interests held as options or awards under the share schemes of Schroders plc by the directors of Schroders plc and their close relatives and related trusts Name Plan Number of ordinary shares Grant date Exercise price Vesting date Expiry date Richard Oldfield Schroders Long Term Incentive Plan 2020 101,600 4 March 2024 Nil 4 March 2028 12 month holding period, available to exercise from 4 March 2029 4 March 2030 368,188 10 March 2025 Nil 10 March 2029 12 month holding period, available to exercise from 10 March 2030 10 March 2031 Schroders Deferred Award Plan 2020 59,913 4 March 2024 Nil 19,970 shares vest on 4 March 2025 19,970 shares vest on 4 March 2026 19,973 shares vest on 4 March 2027 3 March 2034 45,799 10 March 2025 Nil 15,266 shares vest on 10 March 2026 15,266 shares vest on 10 March 2027 15,267 shares vest on 10 March 2028 9 March 2035 Meagen Burnett Schroders Long Term Incentive Plan 2020 230,117 10 March 2025 Nil 10 March 2029 12 month holding period, available to exercise from 10 March 2030 10 March 2031 Schroders Deferred Award Plan 2020 46,014 6 March 2023 Nil 11 November 2024 5 March 2033 45,838 6 March 2023 Nil 7 May 2025 5 March 2033 31,368 6 March 2023 Nil 10,456 shares vest on 6 March 2024 10,456 shares vest on 6 March 2025 10,456 shares vest on 6 March 2026 5 March 2033 68,835 4 March 2024 Nil 22,944 shares vest on 4 March 2025 22,944 shares vest on 4 March 2026 22,947 shares vest on 4 March 2027 3 March 2034 97,810 10 March 2025 Nil 32,603 shares vest on 10 March 2026 32,603 shares vest on 10 March 2027 32,604 shares vest on 10 March 2028 9 March 2035 Johanna Kyrklund Schroders Long Term Incentive Plan 2020 184,094 10 March 2025 Nil 10 March 2029 12 month holding period, available to exercise from 10 March 2030 10 March 2031 Schroders Deferred Award Plan 2020 187,536 8 March 2021 Nil 63,466 shares vest on 8 March 2022 61,548 shares vest on 8 March 2023 62,522 shares vest on 8 March 2024 7 March 2031 2,911 6 December 2021 Nil 2,911 shares vest on 6 December 2021 3 month holding period, available to exercise from 6 March 2022 5 December 2031 303,876 7 March 2022 Nil 101,285 shares vest on 7 March 2023 101,285 shares vest on 7 March 2024 101,306 shares vest on 7 March 2025 6 March 2032 217,174 6 March 2023 Nil 72,391 shares vest on 6 March 2024 72,391shares vest on 6 March 2025 72,392 shares vest on 6 March 2026 5 March 2033 84,322 4 March 2024 Nil 28,106 shares vest on 4 March 2025 28,106 shares vest on 4 March 2026 28,110 shares vest on 4 March 2027 3 March 2034 71,988 10 March 2025 Nil 23,995 shares vest on 10 March 2026 23,995 shares vest on 10 March 2027 23,998 shares vest on 10 March 2028 9 March 2035

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

4.         OTHER INFORMATION

(a)        Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

None

(b)        Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i)  the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none"

None

(c)        Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	NO
Supplemental Form 8 (SBL)	NO

Date of disclosure:	25 February 2026
Contact name:	Kate Graham, Group Company Secretary
Telephone number:	[phone]

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

END