Director/PDMR Shareholding
In brief · summary, not quotable
Mitchells & Butlers plc announced that directors Phil Urban, Tim Jones, and Andrew Freeman were granted options on ordinary shares on December 4, 2025, as part of the FY 2026-2028 Performance Share Plan. Phil Urban received an option for up to 460,091 shares, Tim Jones for up to 97,242 shares (pro-rated due to his retirement), and Andrew Freeman for up to 111,727 shares, all at a price of £2.72 per share. Vesting of these options is contingent upon achieving specific operating cash flow targets, adjusted earnings per share growth, and sustainability performance metrics over the performance period, with a two-year holding period required post-vesting.
Full announcement
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| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Phil Urban |
| 2 | Reason for the notification | |
| a) | Position/status | Director |
| b) | Initial notification /Amendment | Initial notification |
| a) | Name | Mitchells & Butlers plc |
| b) | LEI | 213800JHYNDNB1NS2W10 |
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares in Mitchells & Butlers plc ( Shares ) GB00B1FP6H53 |
| b) | Nature of the transaction | Option granted on 4 December 2025 in respect of the FY 2026-2028 performance cycle for the Performance Share Plan. This option will be exercisable for the ninety day period following the end of the performance cycle, subject to the satisfaction of performance conditions, details of which are set out below: Operating Cash Flow Performance Condition: The Operating Cash Flow Performance Condition, which applies to 70% of the M&B shares which are subject to the Option, is measured by reference to M&B's cumulative Operating Cash Flow over the Performance Period. The part of the Option which is subject to the Operating Cash Flow Condition will Vest based on the following schedule: Operating Cash Flow Vesting Below £1,454m Nil £1,454m 25% Between £1,454m - £1,535m Straight line between 25% and 100% At or above £1,535m 100% EPS Performance Condition: The EPS Performance Condition, which applies to 20% of the M&B shares which are subject to the Option, is measured by reference to M&B's Adjusted Earnings per Share growth ('EPS Growth') over the Performance Period. The part of the Option which is subject to the EPS Performance Condition will Vest based on the following schedule: EPS Growth (CAGR) Vesting Below 3.1% Nil 3.1% 25% Between 3.1% - 5.9% Straight line between 25% and 100% At or above 5.9% 100% Sustainability Performance Condition: The Sustainability Performance Condition, which applies to 10% of the M&B shares which are subject to the Option, is measured by reference to a reduction in 1, 2 & 3 emissions tCO2e over the Performance Period, and will vest based on the following schedule: Reduction in 1, 2 & 3 emissions tCO2e Vesting - 61,883 tCO2e 50% - - 76,581 tCO2e 100% The maximum Share entitlement on satisfaction of the performance conditions in full is shown in (c) below (excluding any dividend equivalent shares that may be received by the participant in respect of any Shares that vest under the option). In accordance with the Company's Remuneration Policy vested shares are subject to a two year holding period and post cessation holding requirements. |
| c) | Price(s) and volume(s) | The option is granted over a maximum of 460,091 Shares. The share price used to determine the number of Shares under option was £2.72 per Share (being the middle market quotation of a Share for the business day prior to the grant date). No amount was payable on the grant of the option. |
| d) | Aggregated information - Aggregated volume - Price | N/A (single transaction) |
| e) | Date of the transaction | 4 December 2025 |
| f) | Place of the transaction | n/a |
| Mitchells & Butlers plc | ||
| LEI no. 213800JHYNDNB1NS2W10 | ||
| Director/PDMR Shareholding | ||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Tim Jones |
| 2 | Reason for the notification | |
| a) | Position/status | Director |
| b) | Initial notification /Amendment | Initial notification |
| a) | Name | Mitchells & Butlers plc |
| b) | LEI | 213800JHYNDNB1NS2W10 |
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares in Mitchells & Butlers plc ( Shares ) GB00B1FP6H53 |
| b) | Nature of the transaction | Option granted on 4 December 2025 in respect of the FY 2026-2028 performance cycle for the Performance Share Plan. This award has been pro-rated based on his time in employment from the start of the performance period to the date Mr Jones is due to retire and step down as CEO. This option will be exercisable for the ninety day period following the end of the performance cycle, subject to the satisfaction of performance conditions, details of which are set out below: Operating Cash Flow Performance Condition: The Operating Cash Flow Performance Condition, which applies to 70% of the M&B shares which are subject to the Option, is measured by reference to M&B's cumulative Operating Cash Flow over the Performance Period. The part of the Option which is subject to the Operating Cash Flow Condition will Vest based on the following schedule: Operating Cash Flow Vesting Below £1,454m Nil £1,454m 25% Between £1,454m - £1,535m Straight line between 25% and 100% At or above £1,535m 100% EPS Performance Condition: The EPS Performance Condition, which applies to 20% of the M&B shares which are subject to the Option, is measured by reference to M&B's Adjusted Earnings per Share growth ('EPS Growth') over the Performance Period. The part of the Option which is subject to the EPS Performance Condition will Vest based on the following schedule: EPS Growth (CAGR) Vesting Below 3.1% Nil 3.1% 25% Between 3.1% - 5.9% Straight line between 25% and 100% At or above 5.9% 100% Sustainability Performance Condition: The Sustainability Performance Condition, which applies to 10% of the M&B shares which are subject to the Option, is measured by reference to a reduction in 1, 2 & 3 emissions tCO2e over the Performance Period, and will vest based on the following schedule: Reduction in 1, 2 & 3 emissions tCO2e Vesting - 61,883 tCO2e 50% - - 76,581 tCO2e 100% The maximum Share entitlement on satisfaction of the performance conditions in full is shown in (c) below (excluding any dividend equivalent shares that may be received by the participant in respect of any Shares that vest under the option). In accordance with the Company's Remuneration Policy vested shares are subject to a two year holding period and post cessation holding requirements. |
| c) | Price(s) and volume(s) | The option is granted over a maximum of 97,242 Shares. The share price used to determine the number of Shares under option was £2.72 per Share (being the middle market quotation of a Share for the business day prior to the grant date). No amount was payable on the grant of the option. |
| d) | Aggregated information - Aggregated volume - Price | N/A (single transaction) |
| e) | Date of the transaction | 4 December 2025 |
| f) | Place of the transaction | n/a |
| Mitchells & Butlers plc | ||
| LEI no. 213800JHYNDNB1NS2W10 | ||
| Director/PDMR Shareholding | ||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Andrew Freeman |
| 2 | Reason for the notification | |
| a) | Position/status | PDMR |
| b) | Initial notification /Amendment | Initial notification |
| a) | Name | Mitchells & Butlers plc |
| b) | LEI | 213800JHYNDNB1NS2W10 |
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares in Mitchells & Butlers plc ( Shares ) GB00B1FP6H53 |
| b) | Nature of the transaction | Option granted on 4 December 2025 in respect of the FY 2026-2028 performance cycle for the Performance Share Plan. This option will be exercisable for the ninety day period following the end of the performance cycle, subject to the satisfaction of performance conditions, details of which are set out below: Operating Cash Flow Performance Condition: The Operating Cash Flow Performance Condition, which applies to 70% of the M&B shares which are subject to the Option, is measured by reference to M&B's cumulative Operating Cash Flow over the Performance Period. The part of the Option which is subject to the Operating Cash Flow Condition will Vest based on the following schedule: Operating Cash Flow Vesting Below £1,454m Nil £1,454m 25% Between £1,454m - £1,535m Straight line between 25% and 100% At or above £1,535m 100% EPS Performance Condition: The EPS Performance Condition, which applies to 20% of the M&B shares which are subject to the Option, is measured by reference to M&B's Adjusted Earnings per Share growth ('EPS Growth') over the Performance Period. The part of the Option which is subject to the EPS Performance Condition will Vest based on the following schedule: EPS Growth (CAGR) Vesting Below 3.1% Nil 3.1% 25% Between 3.1% - 5.9% Straight line between 25% and 100% At or above 5.9% 100% Sustainability Performance Condition: The Sustainability Performance Condition, which applies to 10% of the M&B shares which are subject to the Option, is measured by reference to a reduction in 1, 2 & 3 emissions tCO2e over the Performance Period, and will vest based on the following schedule: Reduction in 1, 2 & 3 emissions tCO2e Vesting - 61,883 tCO2e 50% - 76,581 tCO2e 100% The maximum Share entitlement on satisfaction of the performance conditions in full is shown in (c) below (excluding any dividend equivalent shares that may be received by the participant in respect of any Shares that vest under the option). |
| c) | Price(s) and volume(s) | The option is granted over a maximum of 111,727 Shares. The share price used to determine the number of Shares under option was £2.72 per Share (being the middle market quotation of a Share for the business day prior to the grant date). No amount was payable on the grant of the option. |
| d) | Aggregated information - Aggregated volume - Price | N/A (single transaction) |
| e) | Date of the transaction | 4 December 2025 |
| f) | Place of the transaction | n/a |
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