Director/PDMR Shareholding
RWS Holdings plc announced that Chief Financial Officer Stephen Lamb was granted 1,219,241 nil-cost options under the LTIP, with vesting dependent on adjusted EPS targets and total shareholder return over a three-year period ending FY 2028. Additionally, 168,366 ordinary shares were awarded to Mr. Lamb, vesting immediately, with 79,291 shares sold at 76.40p on March 26, 2026, to cover tax obligations, while the remaining net shares will be retained according to company guidelines.
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RWS Holdings plc ("RWS", the "Company"), a global AI solutions company, announces that 1,219,241 options ("Options") over ordinary shares of 1 pence in the Company ("Ordinary Shares") were granted on 25 March 2026 to Stephen Lamb, Chief Financial Officer, under the RWS Holdings plc Long Term Incentive Plan ("LTIP"). The Options partly compensate Stephen for long term incentives forfeited on cessation of his previous employment and partly relate to his normal 175% of salary 2026 LTIP award.
The Options were granted with an exercise price per Ordinary Share of nil.
The extent to which the Options will vest will be dependent on the following metrics, each with a 50% weighting: (i) performance against adjusted earnings per share ("EPS") targets set in relation to a reference three year measurement period ending with the financial year ending 30 September 2028 ("FY 2028") with a sliding scale of vesting percentages from zero vesting for EPS of less than 17.0p to full vesting for EPS of 23.0p or more; and (ii) RWS's absolute total shareholder return ("TSR") performance over the three year period from 1 December 2025, with a sliding scale of vesting percentages from zero vesting at 10% TSR p.a. to full vesting at 40% TSR p.a. over the performance period.
The performance condition for the Options provides for discretion to be retained by the Remuneration Committee to reduce the level of vesting that would apply (including to nil vesting) if it considers there has not been an underlying improvement in the financial performance of the Company over the performance period or to counter windfall gains.
The Options have a normal vesting date of the third anniversary of the grant date, will ordinarily be forfeited in the event of cessation of employment ahead of the vesting date, and are subject to a holding period condition under which any shares acquired under the Options (net of sales for tax and national insurance) must be retained until at least the fifth anniversary of the grant date.
Once vested, Options ordinarily will remain exercisable in respect of their vested shares until the tenth anniversary of the award's grant date.
The Company further announces that an award of 168,366 Ordinary Shares was made to Stephen Lamb on 25 March 2026 which vested immediately. As disclosed in the 2025 Annual Report on Remuneration, the share award compensates Stephen for long term incentives forfeited on cessation of his previous employment. Further to the Company's issue of equity announcement released on 25 March 2026, part of this award was satisfied by issuance of new shares, and part was satisfied by shares held in the RWS Employee Benefit Trust.
Income Tax and National Insurance contributions were required to be withheld on the vesting of this award and consequently, a total of 79,291 Ordinary Shares were sold to satisfy this obligation, as detailed below. The net shares will be retained by Stephen in accordance with RWS shareholding guidelines for Executive Directors.
Further details of the Ordinary Shares and Options will be disclosed in detail in the Directors' Remuneration Report for the year ending 30 September 2026.
| a) | Name | Stephen Lamb |
| 2 | Reason for the notification | |
| a) | Position/status | Chief Financial Officer |
| b) | Initial notification /Amendment | Initial Announcement |
| a) | Name | RWS Holdings plc |
| b) | LEI | 213800YGBGTTSKUVK111 |
| a) | Description of the financial instrument, type of instrument | Ordinary shares of 1p each |
| GB00BVFCZV34 | ||
| Identification code | ||
| b) | Nature of the transaction | Grant of nil cost options under the RWS Holdings plc Long Term Incentive Plan. |
| c) | Price(s) and volume(s) | |
| Price(s) | Volume(s) | |
| Nil | 1,219,241 | |
| d) | Aggregated information | |
| - Aggregated volume | N/A | |
| - Price | ||
| e) | Date of the transaction | 2026-03-25 |
| f) | Place of the transaction | Outside of a trading venue |
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Stephen Lamb |
| 2 | Reason for the notification | |
| a) | Position/status | Chief Financial Officer |
| b) | Initial notification /Amendment | Initial Announcement |
| a) | Name | RWS Holdings plc |
| b) | LEI | 213800YGBGTTSKUVK111 |
| a) | Description of the financial instrument, type of instrument | Ordinary shares of 1p each |
| GB00BVFCZV34 | ||
| Identification code | ||
| b) | Nature of the transaction | Award and immediate vesting of Share Award. |
| c) | Price(s) and volume(s) | |
| Price(s) | Volume(s) | |
| Nil | 168,366 | |
| d) | Aggregated information | |
| - Aggregated volume | N/A | |
| - Price | ||
| e) | Date of the transaction | 2026-03-25 |
| f) | Place of the transaction | Outside of a trading venue |
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Stephen Lamb |
| 2 | Reason for the notification | |
| a) | Position/status | Chief Financial Officer |
| b) | Initial notification /Amendment | Initial Announcement |
| a) | Name | RWS Holdings plc |
| b) | LEI | 213800YGBGTTSKUVK111 |
| a) | Description of the financial instrument, type of instrument | Ordinary shares of 1p each |
| GB00BVFCZV34 | ||
| Identification code | ||
| b) | Nature of the transaction | Sale of shares in order to satisfy Income Tax and National Insurance contributions required to be withheld following the vesting of a Share Award. |
| c) | Price(s) and volume(s) | |
| Price(s) | Volume(s) | |
| 76.40p | 79,291 | |
| d) | Aggregated information | |
| - Aggregated volume | N/A | |
| - Price | ||
| e) | Date of the transaction | 2026-03-26 |
| f) | Place of the transaction | London Stock Exchange (XLON) |
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.