Director/PDMR Shareholding
On July 1, 2026, XPS Pensions Group PLC announced that its Co-Chief Executive Officers, Ben Bramhall and Paul Cuff, along with CFO Snehal Shah, received awards under the Company's Performance Share Plan and Deferred Share Bonus Plan. The Performance Share Plan awards, valued based on a share price of 307.75p on June 30, 2026, are subject to EPS growth, relative Total Shareholder Return, and CO2 emissions reduction targets. The Deferred Share Bonus Plan awards, valued at an average share price of 308.25p on June 26-30, 2026, will vest on July 1, 2028. Ben Bramhall received 244,006 PSP options and 45,827 DSBP options, Paul Cuff received 244,006 PSP options and 45,827 DSBP options, and Snehal Shah received 168,218 PSP options and 12,678 DSBP options.
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XPS announces that, on 1 July 2026, Ben Bramhall (Co-Chief Executive Officer), Paul Cuff (Co-Chief Executive Officer) and Snehal Shah (Chief Financial Officer), all Directors and persons discharging managerial responsibilities ("PDMRs"), were granted awards under the Company's Performance Share Plan ("PSP"), and under the Company's Deferred Share Bonus Plan ("DSBP") as set out below.
Performance Share Plan - The value of the PSP awards was calculated by reference to the price of an ordinary share on 30 June 2026, being 307.75p. The awards were made in the form of nominal-cost options which will generally become exercisable on the third anniversary of the date of grant, subject to the satisfaction of the following performance targets: (1) 70% of the awards are subject to an Earnings Per Share (EPS) growth target whereby 25% vests for compounded annual growth (CAG) of 5% and 100% vests for CAG of 10% (with vesting on a straight-line basis for performance between 5% and 10% CAG and no vesting for performance below 5% CAG); (2) 20% of the awards are subject to a relative Total Shareholder Return (TSR) target whereby 25% vests for median ranking and 100% vests for upper quartile ranking (with vesting on a straight-line basis for performance between median and upper quartile ranking and no vesting for a ranking below median), the TSR Comparator Group consists of the constituents of the FTSE 250 Index (excluding investment trusts); and (3) 10% of the awards are subject to a performance measure relating to reducing the Company's CO2 emissions (scope 1 and 2), whereby 25% vests for 20% reduction in emissions / number of employees and 100% vests for 30% reduction in emissions / number of employees (with vesting on a straight-line basis for reduction between 20% and 30% and no vesting for a reduction less than 20%).
Deferred Share Bonus Plan - The value of the DSBP awards was calculated by reference to the price of an ordinary share on 26, 29 and 30 June 2026 (averaged), being 308.25p. The options will vest on the second anniversary of the date of grant, in accordance with and subject to the DSBP plan rules.
Once vested, the options will be exercisable until the tenth anniversary of the date of grant.
| 1. | Details of PDMR/person closely associated with them ('PCA') | |||||
| a) | Name | Benjamin Bramhall | ||||
| b) | Position/status | Co-Chief Executive Officer / PDMR | ||||
| c) | Initial notification/ amendment | Initial notification | ||||
| a) | Name | XPS Pensions Group plc | ||||
| b) | LEI | 2138004Y8OBPJEAACJ11 | ||||
| a) | Description of the financial instrument | Ordinary shares of 0.05 pence each ("Ordinary Shares") ISIN: GB00BDDN1T20 | ||||
| b) | Nature of the transaction | Grant of nominal-cost options over Ordinary Shares under the XPS Pensions Group plc Performance Share Plan, which will vest on 1 July 2029, subject to the satisfaction of performance conditions. | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information Aggregated volume Price | n/a (single transaction) | ||||
| e) | Date of the transaction | 1 July 2026 | ||||
| f) | Place of the transaction | n/a | ||||
| 1. | Details of PDMR/person closely associated with them ('PCA') | |||||
| a) | Name | Paul Cuff | ||||
| b) | Position/status | Co-Chief Executive Officer / PDMR | ||||
| c) | Initial notification/ amendment | Initial notification | ||||
| a) | Name | XPS Pensions Group plc | ||||
| b) | LEI | 2138004Y8OBPJEAACJ11 | ||||
| a) | Description of the financial instrument | Ordinary shares of 0.05 pence each ("Ordinary Shares") ISIN: GB00BDDN1T20 | ||||
| b) | Nature of the transaction | Grant of nominal-cost options over Ordinary Shares under the XPS Pensions Group plc Performance Share Plan, which will vest on 1 July 2029, subject to the satisfaction of performance conditions. | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information Aggregated volume Price | n/a (single transaction) | ||||
| e) | Date of the transaction | 1 July 2026 | ||||
| f) | Place of the transaction | n/a | ||||
| 1. | Details of PDMR/person closely associated with them ('PCA') | |||||
| a) | Name | Snehal Shah | ||||
| b) | Position/status | Chief Financial Officer / PDMR | ||||
| c) | Initial notification/ amendment | Initial notification | ||||
| a) | Name | XPS Pensions Group plc | ||||
| b) | LEI | 2138004Y8OBPJEAACJ11 | ||||
| a) | Description of the financial instrument | Ordinary shares of 0.05 pence each ("Ordinary Shares") ISIN: GB00BDDN1T20 | ||||
| b) | Nature of the transaction | Grant of nominal-cost options over Ordinary Shares under the XPS Pensions Group plc Performance Share Plan, which will vest on 1 July 2029, subject to the satisfaction of performance conditions. | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information Aggregated volume Price | n/a (single transaction) | ||||
| e) | Date of the transaction | 1 July 2026 | ||||
| f) | Place of the transaction | n/a | ||||
| 1. | Details of PDMR/person closely associated with them ('PCA') | |||||
| a) | Name | Benjamin Bramhall | ||||
| b) | Position/status | Co-Chief Executive Officer / PDMR | ||||
| c) | Initial notification/ amendment | Initial notification | ||||
| a) | Name | XPS Pensions Group plc | ||||
| b) | LEI | 2138004Y8OBPJEAACJ11 | ||||
| a) | Description of the financial instrument | Ordinary shares of 0.05 pence each ("Ordinary Shares") ISIN: GB00BDDN1T20 | ||||
| b) | Nature of the transaction | Grant of nil-cost options over Ordinary Shares under the XPS Pensions Group plc Deferred Share Bonus Plan, which will vest on 1 July 2028. | ||||
| c) | Price(s) and volume(s) | Price(s) Volume(s) Nil 45,827 Ordinary Shares | ||||
| d) | Aggregated information Aggregated volume Price | n/a (single transaction) | ||||
| e) | Date of the transaction | 1 July 2026 | ||||
| f) | Place of the transaction | n/a | ||||
| 1. | Details of PDMR/person closely associated with them ('PCA') | |||||
| a) | Name | Paul Cuff | ||||
| b) | Position/status | Co-Chief Executive Officer / PDMR | ||||
| c) | Initial notification/ amendment | Initial notification | ||||
| a) | Name | XPS Pensions Group plc | ||||
| b) | LEI | 2138004Y8OBPJEAACJ11 | ||||
| a) | Description of the financial instrument | Ordinary shares of 0.05 pence each ("Ordinary Shares") ISIN: GB00BDDN1T20 | ||||
| b) | Nature of the transaction | Grant of nil-cost options over Ordinary Shares under the XPS Pensions Group plc Deferred Share Bonus Plan, which will vest on 1 July 2028. | ||||
| c) | Price(s) and volume(s) | Price(s) Volume(s) Nil 45,827 Ordinary Shares | ||||
| d) | Aggregated information Aggregated volume Price | n/a (single transaction) | ||||
| e) | Date of the transaction | 1 July 2026 | ||||
| f) | Place of the transaction | n/a | ||||
| 1. | Details of PDMR/person closely associated with them ('PCA') | |||||
| a) | Name | Snehal Shah | ||||
| b) | Position/status | Chief Financial Officer / PDMR | ||||
| c) | Initial notification/ amendment | Initial notification | ||||
| a) | Name | XPS Pensions Group plc | ||||
| b) | LEI | 2138004Y8OBPJEAACJ11 | ||||
| a) | Description of the financial instrument | Ordinary shares of 0.05 pence each ("Ordinary Shares") ISIN: GB00BDDN1T20 | ||||
| b) | Nature of the transaction | Grant of nil-cost options over Ordinary Shares under the XPS Pensions Group plc Deferred Share Bonus Plan, which will vest on 1 July 2028. | ||||
| c) | Price(s) and volume(s) | Price(s) Volume(s) Nil 12,678 Ordinary Shares | ||||
| d) | Aggregated information Aggregated volume Price | n/a (single transaction) | ||||
| e) | Date of the transaction | 1 July 2026 | ||||
| f) | Place of the transaction | n/a |
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