Director/PDMR Shareholding
Trustpilot Group plc announced on April 1, 2026, the grant of Long Term Incentive Plan awards to CEO Adrian Blair for 901,634 shares, vesting in April 2029 based on relative Total Shareholder Return and Adjusted EPS growth, with a two-year post-vesting holding period. Additionally, DSBP awards were granted to Adrian Blair (83,416 shares) and CFO Hanno Damm (45,866 shares), representing 25% of their 2025 bonuses, vesting in two years. On the same date, DSBP awards granted in 2024 vested, with Adrian Blair acquiring 22,142 shares and selling 10,444 for tax, and Hanno Damm acquiring 29,577 shares and selling 10,982 for tax, with sales occurring on the London Stock Exchange at £2.029677 per share.
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Long Term Incentive Plan Award
Trustpilot Group plc (the "Company") announces that on 1 April 2026, the following award over ordinary shares of £0.01 each in the Company was granted under the Trustpilot Group plc Long Term Incentive Plan (the "LTIP") to the following person discharging managerial responsibilities:
| Participant | Position | No. of Shares under Award |
|---|---|---|
| Adrian Blair | Chief Executive Officer | 901,634 |
The award was granted as a conditional award and will ordinarily vest on 1 April 2029, subject to the grantee's continued service and the Remuneration Committee's assessment of the extent to which the award's performance conditions are satisfied.
The vesting of 75 per cent. of such award (the "Relative TSR Part") is subject to the Company's total shareholder return ("TSR") performance over a three-year period that commenced on 1 April 2026 relative to the TSR performance over the same period of the constituents of the FTSE 250 Index (excluding investment trusts and the Company) as at 1 April 2026. One quarter of the Relative TSR Part will vest for median ranking performance, rising on a straight-line basis to full vesting of the Relative TSR Part for upper quartile ranking (or better) relative TSR performance.
The vesting of 25 per cent. of such award (the "EPS Part") is subject to targets set for growth in adjusted earnings per share ("Adjusted EPS"). One quarter of the EPS Part will vest for an Adjusted EPS over the measurement period of 30% compound annual growth rate ("CAGR"), rising on a straight-line basis to full vesting of the EPS Part for an Adjusted EPS over the measurement period of 45% CAGR (or better).
As an additional condition, a term of the performance conditions include that no part of such LTIP award will vest unless the Remuneration Committee is satisfied as to overall Company performance over the period until vesting, and, as required by the UK Corporate Governance Code, the Remuneration Committee will retain a power to moderate the vesting level of the award if this is appropriate in all of the circumstances, including consideration of shareholder experience.
The award is subject to a two-year post-vesting holding period.
The following notifications, made pursuant to Article 19 of the UK Market Abuse Regulation, provide further details.
| 1. | Details of PDMR/person closely associated with them (PCA) | ||
| (a) | Name | Adrian Blair | |
| 2. | Reason for the notification | ||
| (a) | Position/status | Chief Executive Officer | |
| (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 | Grant of a conditional award under the Trustpilot Group plc Long Term Incentive Plan | |
| (c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| Nil | 901,634 | ||
| (d) | Aggregated information/Aggregated volume Price | n/a | |
| (e) | Date of the transaction | 2026-04-01 | |
| (f) | Place of the transaction | Outside of a trading venue |
Deferred Share Bonus Plan Awards
The Company also announces that on 1 April 2026, conditional awards over ordinary shares of £0.01 each in the Company were made under the Trustpilot Group plc Deferred Share Bonus Plan ("DSBP") to the persons discharging managerial responsibilities:
| PDMR | Position | Number of shares under Award |
|---|---|---|
| Adrian Blair | Chief Executive Officer | 83,416 |
| Hanno Damm | Chief Financial Officer | 45,866 |
The DSBP awards relates to the deferral of 25% of the bonus achieved for financial year 2025 being awarded as a DSBP award for such individuals.
The vesting date for the DSBP awards will normally be two years from the date of award and the awards will be settled by the transfer of existing ordinary shares of the Company (other than treasury shares).
For both the LTIP and the DSBP, the number of shares under the awards was calculated using the three-month average share price to 1 April 2026, being the date of Remuneration Committee approval of the grants.
| 1. | Details of the PDMR /person closely associated with them (PCA) | ||
| (a) | Name | Adrian Blair | |
| 2. | Reason for the notification | ||
| (a) | Position/status | Chief Executive Officer | |
| (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 | Grant of a conditional award under the Trustpilot Group plc Deferred Share Bonus Plan | |
| (c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| Nil | 83,416 | ||
| (d) | Aggregated information/Aggregated volume Price | n/a | |
| (e) | Date of the transaction | 2026-04-01 | |
| (f) | Place of the transaction | Outside a trading venue | |
| 1. | Details of the PDMR /person closely associated with them (PCA) | ||
| (a) | Name | Hanno Damm | |
| 2. | Reason for the notification | ||
| (a) | Position/status | Chief Financial Officer | |
| (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 | Grant of a conditional award under the Trustpilot Group plc Deferred Share Bonus Plan | |
| (c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| Nil | 45,866 | ||
| (d) | Aggregated information/Aggregated volume Price | n/a | |
| (e) | Date of the transaction | 2026-04-01 | |
| (f) | Place of the transaction | Outside a trading venue |
Vesting of DSBP Awards granted in 2024
Also on 1 April 2026, as shown in the table below ordinary shares of £0.01 each in the Company were acquired for nil consideration by each of the PDMRs listed in respect of the vesting of DSBP awards granted in 2024. A sufficient number of such shares were then sold automatically to cover each PDMR's applicable tax and fee liabilities associated with the vesting of the awards.
Only existing ordinary shares sourced via the Company's Employee Benefit Trust were used to satisfy these awards.
| PDMR | Position | Total number of shares acquired | Number of shares sold to cover applicable tax and fee liabilities |
| Adrian Blair | Chief Executive Officer | 22,142 | 10,444 |
| Hanno Damm | Chief Financial Officer | 29,577 | 10,982 |
| (a) | Name | Adrian Blair | |
| 2. | Reason for the notification | ||
| (a) | Position/status | Chief Executive 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 conditional award granted in 2024 under The Trustpilot Group plc Deferred Share Bonus Plan. | |
| (c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| GBP nil | 22,142 | ||
| (d) | Aggregated information/Aggregated volume Price | n/a single transaction | |
| (e) | Date of the transaction | 2026-04-01 | |
| (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 a conditional award made in 2024 under the Trustpilot Group plc Deferred Share Bonus Plan | |
| (c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| GBP 2.029677 each | 10,444 | ||
| (d) | Aggregated information/Aggregated volume Price | Price per share: GBP 2.029677 Volume: 10,444 Total: GBP 21,197.95 | |
| (e) | Date of the transaction | 2026-04-01 | |
| (f) | Place of the transaction | London Stock Exchange (XLON) | |
| (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 conditional award granted in 2024 under The Trustpilot Group plc Deferred Share Bonus Plan. | |
| (c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| GBP nil | 29,577 | ||
| (d) | Aggregated information/Aggregated volume Price | n/a single transaction | |
| (e) | Date of the transaction | 2026-04-01 | |
| (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 a conditional award made in 2024 under the Trustpilot Group plc Deferred Share Bonus Plan | |
| (c) | Price(s) and volume(s) | Price(s) | Volume(s) |
| GBP 2.029677 each | 10,982 | ||
| (d) | Aggregated information/Aggregated volume Price | Price per share: GBP 2.029677 Volume: 10,982 Total: GBP 22,289.91 | |
| (e) | Date of the transaction | 2026-04-01 | |
| (f) | Place of the transaction | London Stock Exchange (XLON) |
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