Director/PDMR Shareholding
Victrex plc announced on February 12, 2026, that its Chief Executive Officer, Dr. James Routh, was granted nil-cost options over a total of 318,449 ordinary shares. These awards include buy-out awards totaling 146,448 shares to compensate for forfeited incentives from his previous employer, with vesting dates ranging from December 2025 to November 2027, subject to performance conditions. Additionally, Dr. Routh received a 2026 LTIP award of 172,001 shares, valued at 175% of his base salary, which will vest based on EPS, TSR, ROIC, and sustainability targets over three years, with a five-year post-grant holding period.
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On 12 February 2026 (the "Grant Date") the Company granted awards in the form of nil-cost options over a total of 318,449 ordinary shares in Victrex to Dr. James Routh, Chief Executive Officer, comprising:
- three standalone awards over the number of shares specified in the table below, which reflect three long-term incentive awards forfeited by Dr Routh as a result of him ceasing to be an employee of his previous employer, AB Dynamics plc, in order to join Victrex, as agreed as part of his recruitment package (the "Buyout Awards")
| Number of Victrex shares | Normal Vesting Date* | |
|---|---|---|
| Part 1 of the 2023 LTIP Buy-Out Award | 25,530 | 4 December 2025 |
| 2024 LTIP Buy-Out Award | 54,538 | 8 February 2027 |
| 2025 LTIP Buy-Out Award | 66,380 | 29 November 2027 |
*The Awards will vest on the later of their Normal Vesting Date and the date on which the extent of achievement against the applicable performance conditions is determined and approved by the Victrex Remuneration Committee.
- two awards under the Victrex 2019 Long Term Incentive Plan (the "LTIP") over 21,501 Shares ("Part 2 of the 2023 LTIP Buy-Out Award") and 150,500 Shares (the "2026 LTIP Award").
Buyout award terms
The buy-out arrangements were structured in accordance with the principles set out in the Company's approved Directors' Remuneration Policy, in particular that they are limited to a reasonable estimate of value of remuneration lost when leaving the former employer and reflect the delivery mechanism, time horizons and performance requirements attached to that remuneration. The structure of the awards mirrors what was forfeited on leaving AB Dynamics, and the conversion into Victrex shares on joining provides alignment with Victrex shareholders. The Buyout Awards (including Part 2 of the 2023 LTIP Buy-Out Award) are, therefore, subject to the same performance conditions (where applicable) and post-vesting holding periods as the forfeited AB Dynamics LTIP awards. Further details will be contained within the 2026 Directors' Remuneration Report.
The Buyout Awards (including Part 2 of the 2023 LTIP Buy-Out Award) will become exercisable on the same dates as the awards they replace (provided the Company's remuneration committee can assess the extent to which the performance conditions are met) and any shares acquired are subject to the same holding periods.
The number of ordinary shares over which the Buyout Awards were granted was based on the mid-market closing share price of Victrex and AB Dynamics plc on 31 December 2025, being the latest dealing date prior to Dr. Routh commencing employment with Victrex on 1 January 2026.
The exercise of the Buyout Awards will not be satisfied with an issue of shares or a transfer of treasury shares.
2026 LTIP Award
The 2026 LTIP Award has been granted with a value representing 175% of Dr Routh's base salary as at the Grant Date.
The 2026 LTIP Award will vest based on the achievement of EPS, TSR, ROIC and sustainability targets over a 3-year performance period. The detailed performance conditions will be provided in the 2026 Directors' Remuneration Report. The 2026 LTIP Award is subject to a holding period ending on the fifth anniversary of the date of grant.
The number of shares over which the 2026 LTIP Award was granted was calculated based on a share price of £6.9767, being the mid-market price quoted over a three-day average immediately preceding the Grant Date.
Notes:
As a result of these transactions, Dr. James Routh holds options over 318,449 ordinary shares in the Company.
Registered Number: 2793780, England and Wales
Buyout Awards
| 1. | Details of the person discharging managerial responsibilities/person closely associated | |
| (a) | Name | James Routh |
| 2. | Reason for the notification | |
| (a) | Position/status | Chief Executive Officer |
| (b) | Initial notification/ Amendment | Initial notification |
| (a) | Name | Victrex plc |
| (b) | LEI | 213800UYNPHAUNHPXL67 |
| (a) | Description of the Financial Instrument | Nil-cost options over ordinary shares of 1p each |
| Identification code of the Financial Instrument | GB0009292243 | |
| (b) | Nature of the transaction | Grant of nil-cost options to acquire ordinary shares in the Company in compensation for awards forfeited on leaving former employer |
| (c) | Price(s) and volume(s) | Price(s) Volume Nil 25,530 Nil 54,538 Nil 66,380 |
| (d) | Aggregated information: - Aggregated volume - Price | N/A Nil |
| (e) | Date of the transaction | 12 February 2026 |
| (f) | Place of the transaction | Outside a trading venue |
| 2026 LTIP Award | ||
| 1. | Details of the person discharging managerial responsibilities/person closely associated | |
| (a) | Name | James Routh |
| 2. | Reason for the notification | |
| (a) | Position/status | Chief Executive Officer |
| (b) | Initial notification/ Amendment | Initial notification |
| (a) | Name | Victrex plc |
| (b) | LEI | 213800UYNPHAUNHPXL67 |
| (a) | Description of the Financial Instrument | Nil-cost options over ordinary shares of 1p each |
| Identification code of the Financial Instrument | GB0009292243 | |
| (b) | Nature of the transaction | Grant of two LTIP awards (in the form of nil-cost options to acquire ordinary shares in the Company) |
| (c) | Price(s) and volume(s) | Price(s) Volume Nil 21,501 Nil 150,500 |
| (d) | Aggregated information: - Aggregated volume - Price | N/A Nil |
| (e) | Date of the transaction | 12 February 2026 |
| (f) | Place of the transaction | Outside a trading venue |
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