Form 8 (DD) - Spire Healthcare Group plc

In brief · summary, not quotable

Justin Ash, acting in concert with Spire Healthcare Group plc, has disclosed dealings on May 18, 2026, resulting in an interest of 1,652,131 ordinary shares, representing 0.41% of the company's issued share capital, with no short positions reported. Additionally, Ash holds various share awards under different Long Term Incentive and Deferred Share Bonus Plans, with a total of 2,738,371 shares subject to these plans, some of which are subject to performance conditions or holding periods. On May 19, 2026, Ash exercised share awards under the 2021 Long Term Incentive Plan and the 2023 Deferred Share Bonus Plan, resulting in the net allocation of 289,942 and 61,730 ordinary shares respectively after tax settlements.

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KEY INFORMATION

(a) Full name of discloser:				Justin Ash
(d) Status of person making the disclosure: e.g. offeror, offeree, person acting in concert with the offeror/offeree (specify name of offeror/offeree)				Person acting in concert with the offeree (Spire Healthcare Group plc)
(e) Date dealing undertaken:				18 May 2026
2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE
Class of relevant security:				Ordinary shares of 1 pence each
Interests				Short positions
Number		%	Number	%
(1) Relevant securities owned and/or controlled:	1,652,131	0.41	Nil	-
(2) Cash-settled derivatives:	Nil	-	Nil	-
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	Nil	-	Nil	-
TOTAL:	1,652,131	0.41	Nil	-

All interests and all short positions should be disclosed.

Rights to subscribe for new securities (including directors' and other employee options)

Class of relevant security in relation to which subscription right exists:

Ordinary shares of 1 pence each

Details, including nature of the rights concerned and relevant percentages:

Scheme under which granted Number of ordinary shares in respect of which options granted Date of grant Exercise price per share (£) Vesting date Expiry / lapse date 2022 Long Term Incentive Plan 330,708 14 March 2022 Nil 14 March 2025** 13 March 2032 2023 Long Term Incentive Plan 154,156*** 15 March 2023 Nil 15 March 2026** 14 March 2033 2024 Long Term Incentive Plan 542,575* 14 March 2024 Nil 14 March 2027** 13 March 2034 2024 Deferred Share Bonus Plan 152,786 14 March 2024 Nil 14 March 2027 13 March 2034 2025 Long Term Incentive Plan 759,173* 27 March 2025 Nil 27 March 2028** 26 March 2035 2025 Deferred Share Bonus Plan 65,896 13 March 2025 Nil 13 March 2028 12 March 2035 2026 Long Term Incentive Plan 736,733* 17 March 2026 Nil 17 March 2029** 16 March 2036 Notes: * Subject to satisfaction of performance conditions. ** Subject to a two-year holding period following the stated vesting date. *** This figure reflects the actual number of shares vested at the conclusion of the performance period. Options were granted for 541,661 shares at the date of grant.

DEALINGS BY THE PERSON MAKING THE DISCLOSURE

The currency of all prices and other monetary amounts should be stated.

Purchases and sales

Class of relevant security					Purchase/sale	Number of securities	Price per unit
N/A					N/A	N/A	N/A
Class of relevant security				Purchases/ sales	Total number of securities	Highest price per unit paid/received	Lowest price per unit paid/received
N/A				N/A	N/A	N/A	N/A
(b) Cash-settled derivative transactions
Class of relevant security				Product description e.g. CFD	Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position	Number of reference securities	Price per unit
N/A				N/A	N/A	N/A	N/A
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
Class of relevant security	Product description e.g. call option	Writing, purchasing, selling, varying etc.	Number of securities to which option relates	Exercise price per unit	Type e.g. American, European etc.	Expiry date	Option money paid/ received per unit
N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
(ii) Exercise
Class of relevant security				Product description e.g. call option	Exercising/ exercised against	Number of securities	Exercise price per unit
N/A				N/A	N/A	N/A	N/A
(d) Other dealings (including subscribing for new securities)
Class of relevant security					Nature of dealing e.g. subscription, conversion	Details	Price per unit (if applicable)
Ordinary shares of 1 pence each					Exercise of share awards under the 2021 Long Term Incentive Plan	547,061 ordinary shares *	Nil
Ordinary shares of 1 pence each					Exercise of share awards under the 2023 Deferred Share Bonus Plan	116,473 ordinary shares **	Nil

* Processed on a net settlement basis whereby Spire Healthcare Group plc settles the tax and national insurance liabilities in connection with the exercise of the share awards under the 2021 Long Term Incentive Plan and the remaining balance of shares are allocated to Justin Ash. The number of shares allocated to Justin Ash following satisfaction of the taxes due is 289,942.

** Processed on a net settlement basis whereby Spire Healthcare Group plc settles the tax and national insurance liabilities in connection with the exercise of the share awards under the 2023 Deferred Share Bonus Plan and the remaining balance of shares are allocated to Justin Ash. The number of shares allocated to Justin Ash following satisfaction of the taxes due is 61,730.

OTHER INFORMATION
Indemnity and other dealing arrangements

None

Agreements, arrangements or understandings relating to options or derivatives

None

Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	NO
Supplemental Form 8 (SBL)	NO
Date of disclosure:	19 May 2026

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

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