Director/PDMR Shareholding

Costain Group PLC

22 April 2026

 

 

Costain Group PLC (the Company)

22 April 2026

DIRECTOR/PCA DEALING

The Company announces that, following the exercise of share awards granted under the Company's 2023 Share Deferral Plan (SDP) and the Company's 2014 Long Term Incentive Plan (LTIP), Alex Vaughan, Chief Executive Officer, and Helen Willis, Chief Financial Officer, have exercised 783,049 and 650,276 options respectively on 17 April 2026. 368,034 and 305,631 shares respectively were sold to cover Tax and National Insurance (NI) (see b) below.

(a)   Total Beneficial Holding of Shares

Following these transactions Alex and Helen have beneficial interests in the shares of the Company as follows:

Name of Director	Total beneficial holding of Shares held following the transactions detailed in section (b) below	Number of "qualifying" awards*	Value of total beneficial shareholding including qualifying awards* based on a share price of 191.2 pence per Share	Value of total beneficial shareholding including qualifying awards* expressed as a percentage of salary **
Alex Vaughan	985,752	1,979,323 (LTIP) 347,436 (SDP)	£4,242,602	764%
Helen Willis	344,645	1,613,163 (LTIP) 288,081 (SDP)	£2,585,606	555%

* Unexercised LTIPs post-performance period and unvested SDP options held, after projected income tax and NI liability

** The Director's Remuneration Report within the 2025 Annual Report and Accounts details the Company's share ownership guidelines is two times salary (200%).

(b)        Exercise of LTIP and SDP awards and subsequent share disposals

LTIP Awards in the form of nil-cost options (the 'LTIP Awards') were granted on 8 April 2021 to Alex Vaughan and Helen Willis. The LTIP Awards vested on 8 April 2026.

On 9 April 2024, SDP awards in the form of nil-cost options (the 'SDP Awards') were also granted to both Alex Vaughan and Helen Willis. The SDP Awards vested on 9 April 2026.

On 20 April 2026, Alex Vaughan and Helen Willis exercised their LTIP and SDP Awards. Both sold sufficient shares to cover their income tax and NI liability arising on exercise. Helen transferred the balance to her spouse, all as detailed in the table below.  Alex has instructed the sale of the balance of his shares, and a further announcement will be made as appropriate.

Name of Director	Total number of Shares acquired on exercise of Awards)*	Exercise Price	Number of Shares sold to satisfy Tax and NI liabilities, at a price of 191.2 pence per share	Number of Shares held
Alex Vaughan	542,364 (LTIP) 240,685 (SDP)	Nil Nil	254,912 113,122	287,452 127,563
Helen Wills	450,406 (LTIP) 199,870 (SDP)	Nil Nil	211,692 93,939	238,714** 105,931**

* including dividend shares accrued at vesting

** transferred to spouse

Enquiries:

Investors and analysts Matt Jones, Costain	[e-mail] [phone]
Company Secretariat Katie Mullins, Costain Cyd Trumper, Costain	[e-mail] [phone]
Financial media - Headland Andy Rivett-Carnac Charlie Twigg	[e-mail] [phone] [phone]

The Notification of Dealing Form set out below is provided in accordance with the requirements of the UK Market Abuse Regulation.

Notification of Dealing Form

1.	Details of the Person Discharging Managerial Responsibility ("PDMR") / person closely associated with them ("PCA")
a)	Name	ALEXANDER JOHN VAUGHAN
2.	Reason for the notification
a)	Position /status		CHIEF EXECUTIVE OFFICER/ PDMR
b)	Initial notification / amendment		INITIAL NOTIFICATION
3.	Details of the Issuer
a)	Name		COSTAIN GROUP PLC
b)	LEI code		213800PKIJBZ2EDTKC88
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	ORDINARY SHARES OF 1 PENCE EACH ISIN:  GB00B64NSP76
b)	Nature of the transaction	(1)  EXERCISE OF NIL COST OPTIONS UNDER THE COMPANY'S 2014 LONG TERM INCENTIVE PLAN (2021 LTIP GRANT) (2)  SALE OF SHARES TO SATISFY TAX AND NI LIABILITIES
c)	Price(s) and volume(s)	Price(s) Volume(s) (1)  Nil Cost 542,364 (2)  £1.912 254,912
d)	Aggregated information -  Aggregated volume -  Price	(1)  Total number of Shares vested - 542,364 (2)  Total number of Shares sold to cover Tax and NI - 254,912 Total price - £487,391.74
e)	Date of the transaction	20 APRIL 2026
f)	Place of the transaction	OUTSIDE A TRADING VENUE

The Notification of Dealing Form set out below is provided in accordance with the requirements of the UK Market Abuse Regulation.

Notification of Dealing Form

1.	Details of the Person Discharging Managerial Responsibility ("PDMR") / person closely associated with them ("PCA")
a)	Name	HELEN MARGARET WILLIS
2.	Reason for the notification
a)	Position /status		CHIEF FINANCIAL OFFICER/ PDMR
b)	Initial notification / amendment		INITIAL NOTIFICATION
3.	Details of the Issuer
a)	Name		COSTAIN GROUP PLC
b)	LEI code		213800PKIJBZ2EDTKC88
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	ORDINARY SHARES OF 1 PENCE EACH ISIN:  GB00B64NSP76
b)	Nature of the transaction	(1)  EXERCISE OF NIL COST OPTIONS UNDER THE COMPANY'S 2014 LONG TERM INCENTIVE PLAN (2021 LTIP GRANT) (2)  SALE OF SHARES TO SATISFY TAX AND NI LIABILITIES (3)  TRANSFER OF SHARES TO SPOUSE
c)	Price(s) and volume(s)	Price(s) Volume(s) (1)  Nil Cost 450,406 (2)  £1.912 211,692 (3)  Nil Cost 238,714
d)	Aggregated information -  Aggregated volume -  Price	(1)  Total number of Shares vested - 450,406 (2)  Total number of Shares sold to cover Tax and NI - 211,692              Total price - £404,755.10 (3)  Total number of shares transferred to spouse - 238,714 Total price - Nil
e)	Date of the transaction	20 and 21 APRIL 2026
f)	Place of the transaction	OUTSIDE A TRADING VENUE

The Notification of Dealing Form set out below is provided in accordance with the requirements of the UK Market Abuse Regulation.

Notification of Dealing Form

1.	Details of the Person Discharging Managerial Responsibility ("PDMR") / person closely associated with them ("PCA")
a)	Name	ALEXANDER JOHN VAUGHAN
2.	Reason for the notification
a)	Position /status		CHIEF EXECUTIVE OFFICER/ PDMR
b)	Initial notification / amendment		INITIAL NOTIFICATION
3.	Details of the Issuer
a)	Name		COSTAIN GROUP PLC
b)	LEI code		213800PKIJBZ2EDTKC88
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	ORDINARY SHARES OF 1 PENCE EACH ISIN:  GB00B64NSP76
b)	Nature of the transaction	(1) EXERCISE OF NIL COST OPTIONS UNDER THE COMPANY'S 2023 SHARE DEFERRAL PLAN (2024 SDP GRANT)       (2) SALE OF SHARES TO SATISFY TAX AND NI LIABILITIES
c)	Price(s) and volume(s)	Price(s) Volume(s) (1)              Nil Cost 240,685 (2)                £1.912 113,122
d)	Aggregated information -  Aggregated volume -  Price	(1) Total number of Shares vested - 240,685 (2) Total number of Shares sold to cover Tax and NI - 113,122 Total price - £216,289.26
e)	Date of the transaction	20 APRIL 2026
f)	Place of the transaction	OUTSIDE A TRADING VENUE

The Notification of Dealing Form set out below is provided in accordance with the requirements of the UK Market Abuse Regulation.

Notification of Dealing Form

1.	Details of the Person Discharging Managerial Responsibility ("PDMR") / person closely associated with them ("PCA")
a)	Name	HELEN MARGARET WILLIS
2.	Reason for the notification
a)	Position /status		CHIEF FINANCIAL OFFICER/ PDMR
b)	Initial notification / amendment		INITIAL NOTIFICATION
3.	Details of the Issuer
a)	Name		COSTAIN GROUP PLC
b)	LEI code		213800PKIJBZ2EDTKC88
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	ORDINARY SHARES OF 1 PENCE EACH ISIN:  GB00B64NSP76
b)	Nature of the transaction	1)   EXERCISE OF NIL COST OPTIONS UNDER THE COMPANY'S 2023 SHARE DEFERRAL PLAN (2024 SDP GRANT) 2)   SALE OF SHARES TO SATISFY TAX AND NI LIABILITIES 3)   TRANSFER OF SHARES TO SPOUSE
c)	Price(s) and volume(s)	Price(s) Volume(s) (1)  Nil Cost 199,870 (2)  £1.912 93,939 (3)  Nil Cost 105,931
d)	Aggregated information -  Aggregated volume -  Price	(1) Total number of Shares vested - 199,870  (2) Total number of Shares sold to cover Tax and NI - 93,939         Total price - £179,611.37  (3) Total number of shares transferred - 105,931 Total price - Nil
e)	Date of the transaction	20 and 21 APRIL 2026
f)	Place of the transaction	OUTSIDE A TRADING VENUE

The Notification of Dealing Form set out below is provided in accordance with the requirements of the UK Market Abuse Regulation.

Notification of Dealing Form

1.	Details of the Person Discharging Managerial Responsibility ("PDMR") / person closely associated with them ("PCA")
a)	Name	HELEN MARGARET WILLIS/ COLIN JOHN KEANE
2.	Reason for the notification
a)	Position /status		PCA to CHIEF FINANCIAL OFFICER/ PDMR
b)	Initial notification / amendment		INITIAL NOTIFICATION
3.	Details of the Issuer
a)	Name		COSTAIN GROUP PLC
b)	LEI code		213800PKIJBZ2EDTKC88
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	ORDINARY SHARES OF 1 PENCE EACH ISIN:  GB00B64NSP76
b)	Nature of the transaction	TRANSFER OF SHARES FROM SPOUSE FOLLOWING EXERCISE OF VESTED LTIP AND SDP SHARES
c)	Price(s) and volume(s)	Price(s) Volume(s) Nil Cost 344,645
d)	Aggregated information -  Aggregated volume -  Price	Total number of shares from spouse - 344,645 Total price - Nil
e)	Date of the transaction	21 APRIL 2026
f)	Place of the transaction	OUTSIDE A TRADING VENUE

 

END