Director/PDMR Shareholding

Softcat PLC

22 December 2025

 

22 December 2025

Softcat plc (the "Company")

Notification of Transactions by

Persons Discharging Managerial Responsibilities

The following notification made under article 19.1 of the Market Abuse Regulation ("MAR") relates to awards of nil-cost options to persons discharging managerial responsibilities ("PDMR") on 22 December 2025 under the Softcat plc Long Term Incentive Plan ("LTIP"). This announcement is made in accordance with Article 19.3 of MAR.

Softcat plc LTIP

On 22 December 2025, awards under the Company's LTIP were made as outlined below.

Further to the approval of the 2025 Remuneration Policy of Softcat plc at the 2025 AGM, an additional award of nil-cost options to acquire 11,977 Ordinary shares was made to Graham Charlton, a director and PDMR, in addition to the initial award made on 27 November 2025. The award granted to Graham Charlton on 27 November 2025 was equal to 200% of base pay. Following the approval of the 2025 Remuneration Policy, an additional award is now being made as explained in the 2025 Directors' Remuneration Report, to provide a total award of 225% of base pay. Further details are set out in the 2025 Directors' Remuneration Report, which is available to view at https://www.softcat.com/about-us/investor-centre.

The number of additional shares over which the nil-cost option is awarded has been calculated by reference to the closing middle market quotation of the ordinary shares derived from the Daily Official List on the dealing day preceding the date of initial grant (1,409 pence). The award will vest subject to the vesting period and performance conditions as set out in the initial award, which are outlined below.

Performance conditions and vesting of awards

These nil-cost options are subject to the rules of the LTIP and will vest depending on performance against Total Shareholder Return ("TSR") and underlying Earnings per Share ("EPS") targets as measured over a three-year performance period.

30% of the award will be subject to the Company's relative TSR performance against the FTSE 350 (excluding investment trusts):

TSR performance                       % of award vesting

Below median                                       Nil

At median (threshold)                            25%

Upper quartile or above                         100%

There will be straight-line vesting between threshold and full vesting.

70% of the award will be subject to the Company's EPS for FY 2028:

Underlying EPS                                   % of award vesting

Less than 74.1 pence                              Nil

74.1 pence (threshold)                           25%

80.2 pence                                            62.5%

91.9 pence or above                              100%

There will be straight-line vesting between 25% and 62.5% and between 62.5% and full vesting.

The normal date of vesting for the nil-cost options outlined above will be 27 November 2028 and the last date for exercise will be 26 November 2035, with dividend equivalents payable in respect of the vesting of nil-cost options in accordance with the rules of the LTIP.

For further information on the LTIP, please refer to the Company's 2025 Annual Report and Accounts. 

1.	Details of PDMR / person closely associated with them ("PCA")
a)	Name	Graham Charlton
2.	Reason for the notification
a)	Position / status	CEO
b)	Initial notification / amendment	Initial Notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name		Softcat plc
b)	LEI		213800N42YZLR9GLVC42
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 Identification Code	Ordinary Shares of £0.0005 each ISIN: GB00BYZDVK82
b)	Nature of the transaction	Grant of nil cost option over Ordinary Shares of £0.0005 each under the Softcat plc Long Term Incentive Plan
c)	Price(s) and volume(s)	Price(s) Volume(s) 0.00 11,977
d)	Aggregated information Aggregated volume Price	N/A
e)	Date of the transaction	22 December 2025
f)	Place of the transaction	Outside a trading venue

Luke Thomas

Company Secretary, Softcat plc

22 December 2025

 

END