Director/PDMR Shareholding

Cohort PLC

11 September 2026

 

One Waterside Drive Arlington Business Park Reading Berks RG7 4SW 11 September 2026

COHORT PLC

("Cohort" or “the Company”)

Director Shareholdings

Vesting of Long-Term Incentive Plan awards

Director Shareholdings

Cohort plc wishes to notify the following changes in the interests of directors of the Company in ordinary shares of 10 pence (“Ordinary Shares”) in relation to the vesting of the Executive Long Term Incentive Plan 2023 (“LTIP”) share awards.

Vesting of Share Awards

On 29 August 2026, Ordinary Shares that had vested in accordance with the rules of the LTIP, and the performance conditions set, were transferred to the executive directors of the Company (the “Vested Shares”) at nil cost.  Sufficient of the Vested Shares were sold on 1 September 2026 at a price of £11.6176 per share to cover the tax and National Insurance Contribution (“NIC”) liabilities due, resulting in a number of Ordinary Shares retained (“Retained Shares”). The Retained Shares are additionally subject to a two-year post-vesting holding period and will be held in a custodian nominee account.

The following table sets out the details of the Vested Shares and Retained Shares:

Cash sum settled pursuant to the Director	Cash sum settled pursuant to LTIP	Total number of Vested Shares	Number of shares sold to cover tax and NIC  liabilities	Total number of Retained Shares
AS Thomis	£125,802.00	50,717	23,898	26,819
SR Walther	£98,313.00	39,635	18,679	20,956

The vesting of the LTIP awards was dependent on performance against organic growth and total growth targets, equally weighted, measured over a three-year period:  

Vesting Conditions:
Up to 50% based on organic CAGR over 3 years between:	3% to 8%
Up to 50% based on total CAGR over 3 years between:	3% to 13%
Vesting conditions attained:
50% based on organic CAGR over 3 years	11.84%
50% based on total CAGR over 3 years	18.78%

Further details regarding the LTIP and associated performance conditions can be found in the Company's Annual Report and Accounts.

Director Shareholdings

Following completion of the transactions detailed above, the interests of Mr Thomis and Mr Walther and their connected persons in the Ordinary Shares are as follows:

Director	Ordinary Shares	% of the total issued share capital
AS Thomis	215,758	0.46%
SR Walther	176,415	0.37%

NOTIFICATION OF TRANSACTIONS OF PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES
1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Andrew Thomis
2	Reason for the notification
a)	Position/status	Chief Executive
b)	Initial notification/amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Full name of the entity	Cohort plc
b)	Legal Entity Identifier Code	213800WE61C73LZZNW11
4	Details of the transaction(s)
a)	Description of the financial instrument, type of instrument	Ordinary shares in Cohort plc with a nominal value of 10 pence each
b)	Identification Code	GB00B0YD2B94
c)	Nature of the transaction	Vesting of shares under the Cohort plc LTIP and transfer to a custodian nominee account.
d)	Currency	GBP – British Pound
e)	Price(s) and Volume(s)	50,717 Ordinary Shares at £0.00
f)	Aggregated Information -           Price -           Volume -           Total	N/A
g)	Date of transaction	29 August 2026
h)	Place of transaction	Outside of a Main Market

NOTIFICATION OF TRANSACTIONS OF PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES
1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Andrew Thomis
2	Reason for the notification
a)	Position/status	Chief Executive
b)	Initial notification/amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Full name of the entity	Cohort plc
b)	Legal Entity Identifier Code	213800WE61C73LZZNW11
4	Details of the transaction(s)
a)	Description of the financial instrument, type of instrument	Ordinary shares in Cohort plc with a nominal value of 10 pence each
b)	Identification Code	GB00B0YD2B94
c)	Nature of the transaction	Sale of vested shares to cover tax and NIC liabilities
d)	Currency	GBP – British Pound
e)	Price(s) and Volume(s)	23,898 Ordinary Shares at £11.6176
f)	Aggregated Information -           Price -           Volume -           Total	N/A
g)	Date of transaction	1 September 2026
h)	Place of transaction	London Stock Exchange - AIM

NOTIFICATION OF TRANSACTIONS OF PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES
1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Simon Walther
2	Reason for the notification
a)	Position/status	Finance Director
b)	Initial notification/amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Full name of the entity	Cohort plc
b)	Legal Entity Identifier Code	213800WE61C73LZZNW11
4	Details of the transaction(s)
a)	Description of the financial instrument, type of instrument	Ordinary shares in Cohort plc with a nominal value of 10 pence each
b)	Identification Code	GB00B0YD2B94
c)	Nature of the transaction	Vesting of shares under the Cohort plc LTIP and transfer to a custodian nominee account
d)	Currency	GBP – British Pound
e)	Price(s) and Volume(s)	35,634 Ordinary Shares at £0.00
f)	Aggregated Information -           Price -           Volume -           Total	N/A
g)	Date of transaction	29 August 2026
h)	Place of transaction	Outside of a Main Market

NOTIFICATION OF TRANSACTIONS OF PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES
1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Simon Walther
2	Reason for the notification
a)	Position/status	Finance Director
b)	Initial notification/amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Full name of the entity	Cohort plc
b)	Legal Entity Identifier Code	213800WE61C73LZZNW11
4	Details of the transaction(s)
a)	Description of the financial instrument, type of instrument	Ordinary shares in Cohort plc with a nominal value of 10 pence each
b)	Identification Code	GB00B0YD2B94
c)	Nature of the transaction	Sale of vested shares to cover tax and NIC liabilities
d)	Currency	GBP – British Pound
e)	Price(s) and Volume(s)	39,635 Ordinary Shares at £11.6176
f)	Aggregated Information -           Price -           Volume -           Total	N/A
g)	Date of transaction	1 September 2026
h)	Place of transaction	London Stock Exchange - AIM

ENDS

For further information contact:

Cohort plc         0118 9090390                                                     

Andrew Thomis, Chief Executive

Simon Walther, Finance Director

Raquel McGrath, General Counsel and Company Secretary

Kellie Young, Group Head of Investor Communications

Investec Bank plc (NOMAD and Broker)      0207 597 5970

Carlton Nelson, Christopher Baird

MHP          0203 128 8276

Reg Hoare, Ollie Hoare, Hugo Harris      [e-mail]

NOTES TO EDITORS  

Cohort plc (www.cohortplc.com) is the parent company of seven innovative, agile and responsive businesses based in the UK, Australia, Germany, Italy, Canada and Portugal, providing a wide range of services and products for domestic and export customers in defence and related markets.

Cohort (AIM: CHRT) was admitted to London's Alternative Investment Market in March 2006. It has headquarters in Reading, Berkshire and employs in total over 1,700 core staff there and at its other operating company sites.

The Group is split into two divisions: Communications and Intelligence, and Sensors and Effectors:

Communications and Intelligence ("C&I")

·      EID designs and manufactures advanced communications systems for naval and military customers. Cohort acquired a majority stake in June 2016.  www.eid.pt

·      EM Solutions designs, assembles, tests, and supports advanced mobile satellite communications terminals for naval and other customers. Acquired by Cohort in January 2025. www.emsolutions.com.au

·      MASS is a specialist data technology company serving the defence and security markets, focused on electronic warfare, digital services, and training support.  Acquired by Cohort in August 2006. www.mass.co.uk

·      MCL designs, sources, and supports advanced electronic and surveillance technology for UK end users including the MOD and other government agencies. MCL has been part of the Group since July 2014. www.marlboroughcomms.com

Sensors and Effectors ("S&E")

·      Chess Dynamics offers surveillance, tracking and fire-control systems to the defence and security markets. Chess has been part of the Group since December 2018. www.chess-dynamics.com

·      ELAC SONAR supplies advanced sonar systems and underwater communications to global customers in the naval marketplace.  Acquired by Cohort in December 2020.  www.elac-sonar.de

·      SEA delivers and supports technology-based products for the defence market alongside specialist research and training services. Acquired by Cohort in October 2007. www.sea.co.uk

 

END