Director/PDMR Shareholding

Trustpilot Group PLC

23 September 2026

 

Trustpilot Group plc ("Trustpilot" or the "Company")

Notification of Transactions by Persons Discharging Managerial Responsibilities ("PDMRs) and Persons Closely Associated with them

Vesting of 2023 awards under the Trustpilot Group plc Long Term Incentive Plan (the "LTIP")

The Company announces that on 21 September 2026, the following shares, noted in table 1 below, were released to Adrian Blair, Chief Executive Officer, following the partial vesting of awards granted in 2023 under the LTIP.  A portion of the shares awarded was then sold automatically to cover applicable tax and fee liabilities in respect of the vesting of the share awards. The remaining shares are subject to a two-year post-vesting holding period.

Only existing ordinary shares sourced via the Company's Employee Benefit Trust were used to satisfy these awards.

The awards were granted in 2023 as conditional awards based on the following performance conditions:

-     The vesting of 75 per cent. of such awards (the "TSR Part") was subject to the Company's total shareholder return ("TSR") performance over a three-year period that commenced on 24 March 2023 relative to the TSR performance over the same period of the constituents of the FTSE 250 Index (excluding investment trusts and the Company). One quarter of the TSR Part would vest for median ranking performance and thereafter on a straight-line basis to full vesting of the TSR Part for upper quartile ranking (or better) relative TSR performance; and

-     The vesting of 25 per cent. of such awards (the "Trust Measure Part") was subject to targets set for the average of the trust performance measures taken at the end of 2023, 2024 and 2025 respectively. One quarter of the Trust Measure Part would vest for threshold performance (average trust score of 4.0), rising on a straight-line basis to full vesting for stretch performance (average trust rating of 4.4) or better.

As an additional condition, a term of the performance conditions included that no part of such LTIP awards would vest unless the remuneration committee of the Company's board of directors (the "Remuneration Committee") was satisfied as to overall Company performance over the period until vesting, and, as required by the UK Corporate Governance Code, the Remuneration Committee would retain a power to moderate the vesting levels from awards if this was appropriate in all of the circumstances, including consideration of shareholder experience.

The Remuneration Committee completed its assessment of the extent to which the award's performance conditions were satisfied and concluded as follows: the Company's TSR over the performance period was in the upper quartile relative to the comparator group, therefore 100 per cent. of the TSR Part would vest; and the trust performance measures achieved an outturn of 4.17, resulting in a 56.6 per cent. vesting of the Trust Measure Part. The overall vesting percentage in respect of the total grant, was, therefore, 89.2 per cent. and the Remuneration Committee confirmed this assessment outcome.

Table 1:

PDMR	Position	Total number of LTIP awards granted in 2023	Vesting Percentage	Shares vested	Shares sold to cover applicable tax and fee liabilities	Total Vested Shares subject to a two-year holding period
Adrian Blair	Chief Executive Officer	1,390,049	89.2%	1,239,229	584,484	654,745

The relevant notification set out below is provided in accordance with the requirements of Article 19 of the UK Market Abuse Regulation.

1.	Details of the person discharging managerial responsibilities /person closely associated with them (PCA)
(a)	Name	Adrian Blair
2.	Reason for the notification
(a)	Position/status	Chief Executive Officer - PDMR
(b)	Initial notification/amendment	Initial Notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
(a)	Name	Trustpilot Group plc
(b)	LEI	2138002ILUNMGNPSGG46
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 GBP 0.01 each GB00BNK9TP58
(b)	Nature of the transaction	Vesting of award granted in 2023 under The Trustpilot Group plc Long Term Incentive Plan. Following vesting, there is a requirement to retain the vested shares for a period of two additional years during which the PDMR is not entitled to sell the shares or otherwise deal with them, other than a sale to cover the tax and fee liabilities arising on vesting.
(c)	Price(s) and volume(s)	Price(s)		Volume(s)
		GBP nil		1,239,229
(d)	Aggregated information/Aggregated volume Price	n/a single transaction
(e)	Date of the transaction	2026-09-21
(f)	Place of the transaction	Outside a trading venue
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 GBP 0.01 each GB00BNK9TP58
(b)	Nature of the transaction	Sale of shares to cover the applicable tax and fees arising on the vesting of an award made in 2023 under the Trustpilot Group plc Long Term Incentive Plan
(c)	Price(s) and volume(s)	Price(s)	Volume(s)
		GBP 2.195883 each	584,484
(d)	Aggregated information/Aggregated volume Price	Price per share: GBP 2.195883 Volume: 584,484 Total: GBP1,283,485.48
(e)	Date of the transaction	2026-09-22
(f)	Place of the transaction	London Stock Exchange (XLON)

Enquiries:

Trustpilot

Louise Bryant, Head of Investor Relations

[phone]

Financial PR

Headland Consultancy

Stephen Malthouse

Rob Walker

Charlie Pepper

[phone]

 

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