Director/PDMR Shareholding
Costain Group PLC announced that Chief Executive Officer Alex Vaughan and Chief Financial Officer Helen Willis exercised share awards on April 17, 2026, under the 2023 Share Deferral Plan and 2014 Long Term Incentive Plan. Following the exercise, Mr. Vaughan now beneficially holds 985,752 shares with a value of £4,242,602, representing 764% of his salary, while Ms. Willis beneficially holds 344,645 shares valued at £2,585,606, or 555% of her salary. A portion of the exercised shares were sold to cover tax and National Insurance liabilities, with Mr. Vaughan retaining his remaining shares and Ms. Willis transferring hers to her spouse.
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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.
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%).
- 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 | ||||
| Notification of Dealing Form | ||||
| 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 | ||
| 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 | ||
| Notification of Dealing Form | ||||
| 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 | ||
| 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 | ||
| Notification of Dealing Form | ||||
| 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 | ||
| 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 | ||
| Notification of Dealing Form | ||||
| 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 | ||
| 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 | ||
| Notification of Dealing Form | ||||
| 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 | ||
| 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 | ||
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