Director/PDMR Shareholding
Trustpilot Group plc announced the vesting of 89.2% of its 2023 Long Term Incentive Plan awards on March 24, 2026, following strong total shareholder return performance and a trust score of 4.17. Chief Financial Officer Hanno Damm received 681,789 shares, selling 256,552 for tax liabilities, with the remaining 425,237 subject to a two-year holding period. Founder and Non-Executive Director Peter Mühlmann received 890,798 shares, selling 4,447 for tax, leaving 886,351 shares under the holding period. All vested shares were sourced from the Company's Employee Benefit Trust.
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The Company announces that on 24 March 2026, the following shares, noted in table 1 below, were released to each of the PDMRs listed following the partial vesting of awards granted in 2023 under the LTIP. A portion of the shares awarded to each of the PDMRs was then sold automatically to cover each PDMR's applicable tax and fee liabilities in respect of the vesting of the share awards. The remaining shares are subject to a two-year post-vesting holding period.
Only existing ordinary shares sourced via the Company's Employee Benefit Trust were used to satisfy these awards.
The awards were granted in 2023 as conditional awards based on the following performance conditions:
- The vesting of 75 per cent. of such awards (the "TSR Part") was subject to the Company's total shareholder return ("TSR") performance over a three-year period that commenced on the date of grant, relative to the TSR performance over the same period of the constituents of the FTSE 250 Index (excluding investment trusts and the Company). One quarter of the TSR Part would vest for median ranking performance and thereafter on a straight-line basis to full vesting of the TSR Part for upper quartile ranking (or better) relative TSR performance; and
- The vesting of 25 per cent. of such awards (the "Trust Measure Part") was subject to targets set for the average of the trust performance measures taken at the end of 2023, 2024 and 2025 respectively. One quarter of the Trust Measure Part would vest for threshold performance (average trust score of 4.0), rising on a straight-line basis to full vesting for stretch performance (average trust rating of 4.4) or better.
As an additional condition, a term of the performance conditions included that no part of such LTIP awards would vest unless the remuneration committee of the Company's board of directors (the "Remuneration Committee") was satisfied as to overall Company performance over the period until vesting, and, as required by the UK Corporate Governance Code, the Remuneration Committee would retain a power to moderate the vesting levels from awards if this was appropriate in all of the circumstances, including consideration of shareholder experience.
The Remuneration Committee completed its assessment of the extent to which the award's performance conditions were satisfied and concluded as follows: the Company's TSR over the performance period was in the upper quartile relative to the comparator group, therefore 100 per cent. of the TSR Part would vest; and the trust performance measures achieved an outturn of 4.17, resulting in a 56.6 per cent. vesting of the Trust Measure Part. The overall vesting percentage in respect of the total grant, was, therefore, 89.2 per cent. and the Remuneration Committee confirmed this assessment outcome.
Table 1:
| PDMR | Position | Total number of LTIP awards granted in 2023 | Vesting Percentage | Shares vested | Shares sold to cover applicable tax and fee liabilities | Total Vested Shares subject to a two-year holding period |
|---|---|---|---|---|---|---|
| Hanno Damm | Chief Financial Officer | 764,766 | 89.2% | 681,789 | 256,552 | 425,237 |
| Peter Mühlmann | Founder and Non-Executive Director* | 999,213 | 89.2% | 890,798 | 4,447 | 886,351 |
* Awards granted to Peter Mühlmann when in his role as Chief Executive Officer.
| (a) | Name | Hanno Damm | |
| 2. | Reason for the notification | ||
| (a) | Position/status | Chief Financial Officer - PDMR | |
| (b) | Initial notification/amendment | Initial Notification | |
| (a) | Name | Trustpilot Group plc | |
| (b) | LEI | 2138002ILUNMGNPSGG46 | |
| (a) | Description of the financial instrument, type of instrument Identification Code | Ordinary shares of GBP 0.01 each GB00BNK9TP58 | |
| (b) | Nature of the transaction | Vesting of award granted in 2023 under The Trustpilot Group plc Long Term Incentive Plan. Following vesting, there is a requirement to retain the vested shares for a period of two additional years during which the PDMR is not entitled to sell the shares or otherwise deal with them, other than a sale to cover the tax and fee liabilities arising on vesting. | |
| (c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| GBP nil | 681,789 | ||
| (d) | Aggregated information/Aggregated volume Price | n/a single transaction | |
| (e) | Date of the transaction | 2026-03-24 | |
| (f) | Place of the transaction | Outside a trading venue | |
| (a) | Description of the financial instrument, type of instrument Identification Code | Ordinary shares of GBP 0.01 each GB00BNK9TP58 | |
| (b) | Nature of the transaction | Sale of shares to cover the applicable tax and fees arising on the vesting of an award made in 2023 under the Trustpilot Group plc Long Term Incentive Plan | |
| (c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| GBP 2.010468 each | 256,552 | ||
| (d) | Aggregated information/Aggregated volume Price | Price per share: GBP 2.0 10468 Volume: 256,552 Total: GBP 515,789.59 | |
| (e) | Date of the transaction | 2026-03-24 | |
| (f) | Place of the transaction | London Stock Exchange (XLON) | |
| (a) | Name | Peter Mühlmann | |
| 2. | Reason for the notification | ||
| (a) | Position/status | Non-Executive Director - PDMR | |
| (b) | Initial notification/amendment | Initial Notification | |
| (a) | Name | Trustpilot Group plc | |
| (b) | LEI | 2138002ILUNMGNPSGG46 | |
| (a) | Description of the financial instrument, type of instrument Identification Code | Ordinary shares of GBP 0.01 each GB00BNK9TP58 | |
| (b) | Nature of the transaction | Vesting of award granted in 2023 under The Trustpilot Group plc Long Term Incentive Plan. Following vesting, there is a requirement to retain the vested shares for a period of two additional years during which the PDMR is not entitled to sell the shares or otherwise deal with them, other than a sale to cover the tax and fee liabilities arising on vesting. | |
| (c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| GBP nil | 890,798 | ||
| (d) | Aggregated information/Aggregated volume Price | n/a single transaction | |
| (e) | Date of the transaction | 2026-03-24 | |
| (f) | Place of the transaction | Outside a trading venue | |
| (a) | Description of the financial instrument, type of instrument Identification Code | Ordinary shares of GBP 0.01 each GB00BNK9TP58 | |
| (b) | Nature of the transaction | Sale of shares to cover the applicable tax and fees arising on the vesting of an award made in 2023 under the Trustpilot Group plc Long Term Incentive Plan | |
| (c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| GBP 2.010468 each | 4,447 | ||
| (d) | Aggregated information/Aggregated volume Price | Price per share: GBP 2.0 10468 Volume: 4,447 Total: GBP 8,940.55 | |
| (e) | Date of the transaction | 2026-03-24 | |
| (f) | Place of the transaction | London Stock Exchange (XLON) |
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