Director/PDMR Shareholding
Cohort PLC has announced the vesting of Long-Term Incentive Plan awards for executive directors, Andrew Thomis and Simon Walther. On August 29, 2026, vested ordinary shares were transferred at nil cost, with a portion subsequently sold on September 1, 2026, at £11.6176 per share to cover tax and National Insurance liabilities. Following these transactions, Mr. Thomis retains 26,819 shares and holds a total of 215,758 shares, representing 0.46% of the issued share capital, while Mr. Walther retains 20,956 shares and holds a total of 176,415 shares, representing 0.37%. The vesting was contingent on achieving organic and total growth targets over a three-year period, with performance exceeding targets.
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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 |
| 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 |
| 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 |
| 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 |
| 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 |
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