Director/PDMR Shareholding
FirstGroup plc announced that its Remuneration Committee confirmed that nil-cost conditional awards granted under the Long-Term Incentive Plan (LTIP) and the Executive Annual Bonus Plan (EABP) for FY2026 and FY2023 respectively, would vest at 100%. On July 1, 2026, Chief Executive Officer Graham Sutherland received 838,017 LTIP shares and 252,191 EABP shares, selling a portion of these to cover taxes and national insurance, retaining 443,358 LTIP shares and selling the remainder of his EABP shares. Chief Financial Officer Ryan Mangold received 855,633 LTIP shares, selling some for tax purposes and retaining 452,678 shares. All transactions occurred at a price of 189.15 pence per share on the London Stock Exchange.
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On 9 June 2023, in accordance with the rules of the LTIP, FirstGroup plc (the “Company”) made the following conditional share awards to the directors listed below under the Company’s LTIP and EABP.
| Director | Number of shares |
| Graham Sutherland (Chief Executive Officer) | 838,017 (LTIP) |
| Graham Sutherland (Chief Executive Officer) | 252,191 (EABP) |
| Ryan Mangold (Chief Financial Officer) | 615,088 (LTIP) |
| Ryan Mangold (Chief Financial Officer) | 240,545 (EABP) |
Following the testing of the performance conditions attached to the nil-cost conditional awards granted under the LTIP, which were reviewed as part of the FY 2026 audit, the Remuneration Committee has confirmed that the nil-cost conditional awards would vest at 100%.
The EABP award relates to the deferred element of annual bonus for FY 2023 to which no performance conditions are attached other than continued employment and accordingly this award vests in full.
Graham Sutherland
On 1 July 2026, a total of 838,017 nil-cost conditional award Shares resulting from the LTIP were released to Mr Sutherland and of these 394,659 shares were sold at 189.15 pence per share to cover applicable tax and national insurance with the balance of 443,358 shares released and transferred to a nominee account in his name in accordance with the plan rules.
On 1 July 2026, a total of 252,191 nil-cost conditional award Shares resulting from the EABP were released to Mr Sutherland and of these 118,766 shares were sold at 189.15 pence per share to cover applicable tax and national insurance with the balance of 133,425 shares being sold immediately at 189.15 pence per share and the consideration transferred directly to Mr Sutherland in accordance with the plan rules.
Ryan Mangold
On 1 July 2026, a total of 855,633 nil-cost conditional award Shares were released to Mr Mangold and of these 402,955 shares were sold at 189.15 pence per share to cover applicable tax and national insurance with the balance of 452,678 shares released to him and transferred to a nominee account in accordance with the rules of the plans.
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Graham Sutherland |
| 2 | Reason for the notification | |
| a) | Position/status | Chief Executive Officer and Executive Director |
| b) | Initial notification /Amendment | Initial |
| a) | Name | FirstGroup plc |
| b) | LEI | 549300DEJZCPWA4HKM93 |
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of 5p each GB0003452173 |
| b) | Nature of the transaction | Release of nil-cost conditional award to acquire shares under the LTIP granted in 2023 and sale of shares partly to cover tax and national insurance. |
| c) | Price(s) and volume(s) | Price(s) Volume(s) Nil £1.8915 Nil £1.8915 Conditional award 1,090,208 Shares sold to cover tax 513,425 Number of shares retained 443,358 Share sold 133,425 |
| d) | Aggregated Information - Aggregated volume - Price | See above £1,233,516.78 |
| e) | Date of the transaction | 01 July 2026 |
| f) | Place of the transaction | London Stock Exchange (XLON) |
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Ryan Mangold |
| 2 | Reason for the notification | |
| a) | Position/status | Chief Financial Officer and Executive Director |
| b) | Initial notification /Amendment | Initial |
| a) | Name | FirstGroup plc |
| b) | LEI | 549300DEJZCPWA4HKM93 |
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of 5p each GB0003452173 |
| b) | Nature of the transaction | Exercise of nil-cost conditional award to acquire shares under the LTIP granted in 2023, sale of shares to cover tax and national insurance |
| c) | Price(s) and volume(s) | Price(s) Volume(s) Nil £1.8915 Nil Conditional awards 855,633 Shares sold to cover tax 402,955 Number of shares retained 452,678 |
| d) | Aggregated Information - Aggregated volume - Price | See above £762,189.38 |
| e) | Date of the transaction | 1 July 2026 |
| f) | Place of the transaction | London Stock Exchange (XLON) |
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