Director/PDMR Shareholding
On October 16, 2025, Directors/PDMRs of FDM Group (Holdings) Plc acquired ordinary shares of £0.01 each under the company's "Buy-As-You-Earn Plan" following the Board's decision to close the Plan in September 2025. Roderick Flavell, the CEO, acquired 4,501 shares. Sheila Flavell, the COO, acquired 4,688 shares. Michael McLaren, the CFO, acquired 2,495 shares. Mark Heather, the Group Governance Director and Company Secretary, acquired 3,988 shares. These matching shares were transferred from FDM's Employee Benefit Trust and were settled net after tax deductions. The Executive Directors' shares remain subject to malus and clawback provisions and post-employment shareholding requirements.
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FDM Group (Holdings) Plc ("FDM" or the "Company"), a global professional services provider with a focus on Information Technology, announces that on 16 October 2025 the Directors/PDMRs named below acquired ordinary shares of £0.01 each in the capital of the Company ("Shares") under FDM's all employee "Buy-As-You-Earn Plan" (the "Plan").
Following a review of the Group's staff incentives policy, in September 2025 the Board decided to close the Plan. In line with the rules of the Plan (approved by shareholders at the AGM held in April 2021), the closure has resulted in the award of Matching Shares to which all participating employees are entitled in respect of Shares they purchased under the Plan. The Matching Shares acquired by the Directors/PDMRs are set out below.
| Name | Position | Number of Shares Acquired |
|---|---|---|
| Roderick Flavell | Chief Executive Officer | 4,501 |
| Sheila Flavell | Chief Operating Officer | 4,688 |
| Michael McLaren | Chief Financial Officer | 2,495 |
| Mark Heather | Group Governance Director and Company Secretary | 3,988 |
The Matching Shares were transferred to the individuals named above from FDM's Employee Benefit Trust.
The award of Matching Shares was settled net, after deduction of the tax payable by the individuals on the award.
The Matching Shares acquired by the Executive Directors remain subject to the Plan's malus and clawback provisions and will be retained by the Executive Directors as required for the purposes of the post-employment shareholding requirement in the Directors' Remuneration Policy.
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| (a) | Name | (i) Roderick Flavell ( ii) Sheila Flavell (iii) Michael McLaren (iv) Mark Heather |
| 2 | Reason for the notification | |
| (a) | Position/Status | (i) Chief Executive Officer (Director) ( ii) Chief Operating Officer (Director) (iii) Chief Financial Officer (Director) (iv) Group Governance Director and Company Secretary (PDMR) |
| (b) | Initial notification / Amendment | Initial notification |
| (a) | Name | FDM Group (Holdings) Plc |
| (b) | LEI | 213800YR62D7GUZLMZ71 |
| (a) | Description of the financial instrument, type of instrument Identification Code | Ordinary shares of £0.01 each ISIN: GB00BLWDVP51 |
| (b) | Nature of the transaction | Acquisition of ordinary shares of £0.01 each in the Company pursuant to the vesting of an award of Matching Shares under the Company's Buy-As-You-Earn Plan. |
| (c) | Price(s) and volume(s) | Name Price Volume Roderick Flavell £0.00 4,501 Sheila Flavell £0.00 4,688 Michael McLaren £0.00 2,495 Mark Heather £0.00 3,988 |
| (d) | Aggregated Information - Aggregated Volume - Price | N/A |
| (e) | Date of the Transaction | 16 October 2025 |
| (f) | Place of the Transaction | Outside a trading venue |
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.