Director/PDMR Shareholding
Kainos Group plc announced on June 4, 2026, that share awards were granted to executive directors and managers under the Performance Share Plan, with vesting contingent on Earnings Per Share growth, Total Shareholder Return relative to the FTSE techMARK All-Share index, and responsible company metrics. Specifically, 50% of awards are tied to EPS growth, 30% to TSR performance, and 20% to employee engagement and Scope 3 emissions reduction targets. The CEO, Brendan Mooney, received 8,250 options, CFO/COO Richard McCann received 34,420 options, Digital Services Director Daniel Kemp received 15,361 options, and Products Director Malachy Smith received 17,600 options, all with an exercise price of £0.005 and subject to vesting criteria over three years.
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The Company announces that on 4 June 2026, share awards (the "Awards") approved by the Board of Directors of the Company under the Kainos Group Performance Share Plan (the "PSP Awards"), in the form of nominal value options over Ordinary Shares were awarded to executive directors and executive managers of the Company. The PSP Awards vest, other than in exceptional circumstances, over a three year period from 4 June 2026 (subject to the provisions of the Executive Director Shareholding Policy). The performance conditions associated with the PSP Awards are as follows:
- 50% of each PSP Award is subject to a performance condition based on the Company's Earnings Per Share ("EPS") Growth measured over the three financial years commencing 1 April 2026. This portion of the PSP Award will:
- not vest at all if EPS Growth over the measurement period is less than 5%;
- vest in respect of 30% if EPS Growth over the measurement period is 5%;
- vest in full if EPS Growth over the measurement period is 13% or higher;
- vest proportionately, calculated on a straight-line basis if EPS Growth over the measurement period is higher than 5% but less than 13%.
- 30% of each PSP Award is subject to a performance condition based on the Company's Total Shareholder Return ("TSR") performance compared with the FTSE techMARK All-Share index ("Index") measured over the period of three years commencing 1 April 2026. This portion of the PSP Award will:
- not vest at all if TSR performance over the measurement period is below the mean average Index ("Initial Vesting Threshold");
- vest in respect of 30% if the TSR performance is equal to the mean average Index price;
- vest in full if TSR performance over the measurement period is above the mean average price growth for the FTSE techMARK All-Share index plus four percentage points ("Upper Vesting Threshold");
- vest proportionately, calculated on a straight-line basis if TSR performance over the measurement period is greater than the Initial Vesting Threshold but less than the Upper Vesting Threshold.
- 20% of each PSP Award is subject to performance conditions associated with Kainos being a Responsible Company. This portion of the PSP Award will vest as follows:
- 10% of the award will vest if by 31 March 2029, the latest available Employee Engagement score equates to 7.7 or better as measured though our employee engagement tool, Peakon, or such equivalent engagement measure as the Committee considers appropriate;
- 10% of the award will vest if by 31 March 2029, there is a reduction in the carbon intensity of Scope 3 greenhouse gas emissions in line with the Science Based Targets Initiative (SBTi) target-setting framework.
Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them.
(A19 Market Abuse Regulation)
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |
| a. | Name | Brendan Mooney |
| 2. | Reason for the notification | |
| a. | Position/status | CEO |
| b. | Initial notification /Amendment | Initial |
| a. | Name | Kainos Group plc |
| b. | LEI | 213800H2PQMIF3OVZY47 |
| a. | Description of the Financial instrument/ type of instrument Identification code | Options over Ordinary Shares of £0.005 each KNOS |
| b. | Nature of the transaction | PSP Share Awards 2026 |
| c. | Price(s) and volume(s) | PSP Award 1 Exercise Price(s) Volume(s) £0.005 8,250 1. Subject to the PSP Awards vesting criteria. |
| d. | Aggregated information · Aggregated volume · Price | N/A |
| f. | Place of the transaction | Outside a trading venue |
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |
| a. | Name | Richard McCann |
| 2. | Reason for the notification | |
| a. | Position/status | CFO/COO |
| b. | Initial notification /Amendment | Initial |
| a. | Name | Kainos Group plc |
| b. | LEI | 213800H2PQMIF3OVZY47 |
| a. | Description of the Financial instrument/ type of instrument Identification code | Options over Ordinary Shares of £0.005 each KNOS |
| b. | Nature of the transaction | PSP Share Awards 2026 |
| c. | Price(s) and volume(s) | PSP Award 1 Exercise Price(s) Volume(s) £0.005 34,420 1 . Subject to the PSP Awards vesting criteria. |
| d. | Aggregated information · Aggregated volume · Price | N/A |
| f. | Place of the transaction | Outside a trading venue |
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |
| a. | Name | Daniel Kemp |
| 2. | Reason for the notification | |
| a. | Position/status | Digital Services Director |
| b. | Initial notification /Amendment | Initial |
| a. | Name | Kainos Group plc |
| b. | LEI | 213800H2PQMIF3OVZY47 |
| a. | Description of the Financial instrument/ type of instrument Identification code | Options over Ordinary Shares of £0.005 each KNOS |
| b. | Nature of the transaction | PSP Share Awards 2026 |
| c. | Price(s) and volume(s) | PSP Award 1 Exercise Price(s) Volume(s) £0.005 15,361 1. Subject to the PSP Awards vesting criteria. |
| d. | Aggregated information · Aggregated volume · Price | N/A |
| f. | Place of the transaction | Outside a trading venue |
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |
| a. | Name | Malachy Smith |
| 2. | Reason for the notification | |
| a. | Position/status | Products Director |
| b. | Initial notification /Amendment | Initial |
| a. | Name | Kainos Group plc |
| b. | LEI | 213800H2PQMIF3OVZY47 |
| a. | Description of the Financial instrument/ type of instrument Identification code | Options over Ordinary Shares of £0.005 each KNOS |
| b. | Nature of the transaction | PSP Share Awards 2026 |
| c. | Price(s) and volume(s) | PSP Award 1 Exercise Price(s) Volume(s) £0.005 17,600 1. Subject to the PSP Awards vesting criteria. |
| d. | Aggregated information · Aggregated volume · Price | N/A |
| f. | Place of the transaction | Outside a trading venue |
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