Award of share options
Gfinity Plc has awarded 258,333,333 new share options to its Directors, representing 4.95 per cent. of the current issued share capital, with an exercise price of 0.0475p per share. This award, which vests and is exercisable immediately, is in lieu of cash remuneration for the current financial year and is set at a 53 per cent. premium to the mid-market closing price of 0.031p as of 19 February 2026. The options are valid for ten years, expiring on 19 February 2036.
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The Board of Gfinity announces that on 20 February 2026, the Company awarded 258,333,333 new options (representing 4.95 per cent. of the current issued share capital) to Directors of the Company.
In making the option awards, the Board considers that the management remuneration and incentives align with long-term shareholder value creation and provide commercial protections for the Company and its shareholders as a whole. In particular, the Directors have not received any remuneration in the current financial year and believe that the award of options in lieu of a cash remuneration, which will vest and be exercisable immediately on award, aligns their interests with shareholders.
The options exercise price of 0.0475p per new Ordinary Share has also been set at the same issue price as the last placing notified in November 2025 and represents a 53 per cent. premium to the mid-market closing price of 0.031p of the Ordinary Shares as at 19 February 2026, and a 59 per cent. premium to the 30-day volume weighted average share price for the 30 trading days ended 19 February 2026. The new options will lapse ten years after the date of the award, being 19 February 2036.
Appendix
The following disclosure is made in accordance with Article 19 of the EU Market Abuse Regulation 596/2014.
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | 1. David Halley 2. Neville Upton 3. Hugo Drayton |
| 2 | Reason for the notification | |
| a) | Position/status | 1. Chief Executive Officer 2. Non-Executive Chairman 3. Non-Executive Director |
| b) | Initial notification /Amendment | Initial Notification |
| a) | Name | Gfinity plc |
| b) | LEI | 213800GNV14EDQNRWI17 |
| a) | Description of the financial instrument, type of instrument | Options over Ordinary Shares of 0.01p each ("Ordinary Shares") |
| Identification code | ISIN: GB00BT9QD572 | |
| b) | Nature of the transaction | Issue of Options over Ordinary Shares |
| c) | Price(s) and volume(s) | Director Exercise Price per Option Volume(s) David Halley £0.000475 200,000,000 Neville Upton £0.000475 33,333,333 Hugo Drayton £0.000475 25,000,000 |
| d) | Aggregated information | |
| - Aggregated volume | 258,333,333 options over new Ordinary Shares | |
| - Price | £0.000475p | |
| e) | Date of the transaction | 20 February 2026 |
| f) | Place of the transaction | Outside a trading venue |
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