Awards under LTIP and PDMR dealing
Kooth plc has announced the fifth grant of options under its Long-Term Incentive Plan, awarding options over an aggregate of 288,000 shares to Executive Directors and senior management on 11 February 2026. The Chief Executive Officer received options for 80,000 shares and the Chief Financial Officer received options for 68,000 shares, each with an exercise price of £0.05. Vesting of these awards, which are subject to total shareholder return and earnings per share growth targets over a three-year period, is scheduled for 11 February 2029, with a two-year post-vesting holding period for Executive Directors. The maximum dilutive impact of these 2026 awards is approximately 0.8%, and the total dilutive effect of all outstanding LTIP awards remains below 10% of issued share capital.
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Kooth, a leading provider of digital mental health services, announces the fifth grant of options to Executive Directors and certain senior management under the Long-Term Incentive Plan ("LTIP") as outlined in Kooth's admission document dated 26 August 2020.
The LTIP was established to incentivise management to deliver long-term value creation for shareholders and ensure alignment with shareholder interests.
Background
The LTIP is a discretionary share plan. Under the LTIP the Board may, within certain limits and subject to any applicable performance conditions, grant to eligible employees (i) options over Shares ("LTIP Options") and/or (ii) an immediate award of Shares, subject to restrictions or forfeiture (together "LTIP Awards").
Award size, performance conditions and dilution
On 11 February 2026, options over 288,000 shares in aggregate (the "2026 Awards") were granted under the LTIP, including those set out below which were granted to directors:
| Director / PDMR | Role | Number of shares over which 2026 Awards made |
|---|---|---|
| Kate Newhouse | Chief Executive Officer | 80,000 |
| Sanjay Jawa | Chief Financial Officer | 68,000 |
The vesting of the 2026 Awards is subject to the achievement of performance conditions based upon Kooth's total shareholder return over the three-year performance period commencing 11 February 2026 and the growth in the Company's earnings per share between 2026 and 2028. The awards will vest (subject to the achievement of the performance conditions) on 11 February 2029. To the extent they vest, awards held by Executive Directors will be subject to a post-vesting holding period of two years. The awards granted to other senior management will be released at vesting.
Each award has been granted in the form of an option with an exercise price per share of £0.05.
If the maximum targets are met in 2029, the total dilutive impact of the 2026 Awards will be c. 0.8%. The maximum aggregate dilutive effect of awards currently in issue that can be exercised under the LTIP remains below 10% of issued share capital.
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Kate Newhouse |
| 2 | Reason for the notification | |
| a) | Position/status | Chief Executive Officer |
| b) | Initial notification /Amendment | Initial notification |
| a) | Name | Kooth plc |
| b) | LEI | 2138001YLGO1L8UYOM90 |
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of £0.05 each ISIN: GB00BMCZLK30 |
| b) | Nature of the transaction | Grant of options over ordinary shares under the Company's LTIP |
| c) | Price(s) and volume(s) | 80,000 at nil price point |
| d) | Aggregated information - Aggregated volume - Price | n/a |
| e) | Date of the transaction | 11 February 2026 |
| f) | Place of the transaction | Off market transaction |
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Sanjay Jawa |
| 2 | Reason for the notification | |
| a) | Position/status | Chief Financial Officer |
| b) | Initial notification /Amendment | Initial notification |
| a) | Name | Kooth plc |
| b) | LEI | 2138001YLGO1L8UYOM90 |
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of £0.05 each ISIN: GB00BMCZLK30 |
| b) | Nature of the transaction | Grant of options over ordinary shares under the Company's LTIP |
| c) | Price(s) and volume(s) | 68,000 at nil price point |
| d) | Aggregated information - Aggregated volume - Price | n/a |
| e) | Date of the transaction | 11 February 2026 |
| f) | Place of the transaction | Off market transaction |
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.