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REG - Costain Group PLC - Director/PDMR Shareholding

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RNS Number : 5485B  Costain Group PLC  22 April 2026

 

Costain Group PLC (the Company)

22 April 2026

 

 

DIRECTOR/PCA DEALING

 

The Company announces that, following the exercise of share awards granted
under the Company's 2023 Share Deferral Plan (SDP) and the Company's 2014 Long
Term Incentive Plan (LTIP), Alex Vaughan, Chief Executive Officer, and Helen
Willis, Chief Financial Officer, have exercised 783,049 and 650,276 options
respectively on 17 April 2026. 368,034 and 305,631 shares respectively were
sold to cover Tax and National Insurance (NI) (see b) below.

 

(a)   Total Beneficial Holding of Shares

 

Following these transactions Alex and Helen have beneficial interests in the
shares of the Company as follows:

 

 Name of Director  Total beneficial holding of Shares held following the transactions detailed in  Number of "qualifying" awards*  Value of total beneficial shareholding including qualifying awards* based on a  Value of total beneficial shareholding including qualifying awards* expressed
                   section (b) below                                                                                               share price of 191.2 pence per Share                                            as a percentage of salary **
                                                                                                   1,979,323 (LTIP)

 Alex Vaughan      985,752                                                                         347,436 (SDP)                   £4,242,602                                                                      764%

 Helen Willis      344,645                                                                         1,613,163 (LTIP)                £2,585,606                                                                      555%

                                                                                                   288,081 (SDP)

* Unexercised LTIPs post-performance period and unvested SDP options held,
after projected income tax and NI liability

 

** The Director's Remuneration Report within the 2025 Annual Report and
Accounts details the Company's share ownership guidelines is two times salary
(200%).

 

(b)        Exercise of LTIP and SDP awards and subsequent share
disposals

 

LTIP Awards in the form of nil-cost options (the 'LTIP Awards') were granted
on 8 April 2021 to Alex Vaughan and Helen Willis. The LTIP Awards vested on 8
April 2026.

 

On 9 April 2024, SDP awards in the form of nil-cost options (the 'SDP Awards')
were also granted to both Alex Vaughan and Helen Willis. The SDP Awards vested
on 9 April 2026.

 

On 20 April 2026, Alex Vaughan and Helen Willis exercised their LTIP and SDP
Awards. Both sold sufficient shares to cover their income tax and NI liability
arising on exercise. Helen transferred the balance to her spouse, all as
detailed in the table below.  Alex has instructed the sale of the balance of
his shares, and a further announcement will be made as appropriate.

 

 

 Name of        Total number of Shares acquired on exercise of Awards)*  Exercise Price  Number of Shares sold to satisfy Tax and NI liabilities, at a price of 191.2  Number of Shares held

                                                                        pence per share
 Director

 Alex Vaughan   542,364 (LTIP)                                           Nil             254,912                                                                       287,452

Nil

                240,685 (SDP)                                                            113,122                                                                       127,563

 Helen Wills    450,406 (LTIP)                                           Nil             211,692                                                                       238,714**

                199,870 (SDP)                                            Nil             93,939                                                                        105,931**

* including dividend shares accrued at vesting

** transferred to spouse

 

 

Enquiries:

 

 Investors and analysts      Matt.Jones@costain.com

 Matt Jones, Costain         +44 (0) 7860 922 341

 Company Secretariat         costaincosec@costain.com (mailto:costaincosec@costain.com)

 Katie Mullins, Costain      +44 (0)20 3922 0600

 Cyd Trumper, Costain

 Financial media - Headland  costain@headlandconsultancy.com

 Andy Rivett-Carnac          +44 (0) 7968 997365

 Charlie Twigg               +44 (0) 7946 494568

 

 

The Notification of Dealing Form set out below is provided in accordance with
the requirements of the UK Market Abuse Regulation.

Notification of Dealing Form

 

 1.  Details of the Person Discharging Managerial Responsibility ("PDMR") / person
     closely associated with them ("PCA")
 a)  Name                                                         ALEXANDER JOHN VAUGHAN
 2.  Reason for the notification
 a)  Position /status                                                                                  CHIEF EXECUTIVE OFFICER/ PDMR
 b)  Initial notification / amendment                                                                  INITIAL NOTIFICATION
 3.  Details of the Issuer
 a)  Name                                                                                              COSTAIN GROUP PLC
 b)  LEI code                                                                                          213800PKIJBZ2EDTKC88
 4.  Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the financial instrument, type of instrument

     Identification code                                          ORDINARY SHARES OF 1 PENCE EACH

                                                                  ISIN:  GB00B64NSP76
 b)  Nature of the transaction                                    (1)  EXERCISE OF NIL COST OPTIONS UNDER THE COMPANY'S 2014 LONG TERM
                                                                  INCENTIVE PLAN (2021 LTIP GRANT)

                                                                  (2)  SALE OF SHARES TO SATISFY TAX AND NI LIABILITIES
 c)  Price(s) and volume(s)                                       Price(s)        Volume(s)
                                                                  (1)  Nil Cost   542,364
                                                                  (2)  £1.912     254,912

 

 d)  Aggregated information

     -  Aggregated volume                                         (1)  Total number of Shares vested - 542,364

     -  Price                                                     (2)  Total number of Shares sold to cover Tax and NI - 254,912

                                                                  Total price - £487,391.74

 e)  Date of the transaction

                                                                  20 APRIL 2026
 f)  Place of the transaction

OUTSIDE A TRADING VENUE

 

 

 

 

d)

Aggregated information

-  Aggregated volume

-  Price

 

(1)  Total number of Shares vested - 542,364

(2)  Total number of Shares sold to cover Tax and NI - 254,912

Total price - £487,391.74

 

e)

Date of the transaction

 

20 APRIL 2026

f)

Place of the transaction

 

OUTSIDE A TRADING VENUE

 

 

 

 

 

 

 

 

 

 

The Notification of Dealing Form set out below is provided in accordance with
the requirements of the UK Market Abuse Regulation.

Notification of Dealing Form

 

 1.  Details of the Person Discharging Managerial Responsibility ("PDMR") / person
     closely associated with them ("PCA")
 a)  Name                                                         HELEN MARGARET WILLIS
 2.  Reason for the notification
 a)  Position /status                                                                                  CHIEF FINANCIAL OFFICER/ PDMR
 b)  Initial notification / amendment                                                                  INITIAL NOTIFICATION
 3.  Details of the Issuer
 a)  Name                                                                                              COSTAIN GROUP PLC
 b)  LEI code                                                                                          213800PKIJBZ2EDTKC88
 4.  Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the financial instrument, type of instrument

     Identification code                                          ORDINARY SHARES OF 1 PENCE EACH

                                                                  ISIN:  GB00B64NSP76
 b)  Nature of the transaction                                    (1)  EXERCISE OF NIL COST OPTIONS UNDER THE COMPANY'S 2014 LONG TERM
                                                                  INCENTIVE PLAN (2021 LTIP GRANT)

                                                                  (2)  SALE OF SHARES TO SATISFY TAX AND NI LIABILITIES

                                                                  (3)  TRANSFER OF SHARES TO SPOUSE
 c)  Price(s) and volume(s)                                       Price(s)        Volume(s)
                                                                  (1)  Nil Cost   450,406
                                                                  (2)  £1.912     211,692
                                                                  (3)  Nil Cost   238,714

 

 d)  Aggregated information

     -  Aggregated volume                                         (1)  Total number of Shares vested - 450,406

     -  Price                                                     (2)  Total number of Shares sold to cover Tax and NI - 211,692

                                                                               Total price - £404,755.10

                                                                  (3)  Total number of shares transferred to spouse - 238,714

                                                                  Total price - Nil

 e)  Date of the transaction

                                                                  20 and 21 APRIL 2026
 f)  Place of the transaction

                                                                  OUTSIDE A TRADING VENUE

 

 

 

 

d)

Aggregated information

-  Aggregated volume

-  Price

 

(1)  Total number of Shares vested - 450,406

(2)  Total number of Shares sold to cover Tax and NI - 211,692

             Total price - £404,755.10

(3)  Total number of shares transferred to spouse - 238,714

Total price - Nil

 

e)

Date of the transaction

 

20 and 21 APRIL 2026

f)

Place of the transaction

 

OUTSIDE A TRADING VENUE

 

The Notification of Dealing Form set out below is provided in accordance with
the requirements of the UK Market Abuse Regulation.

Notification of Dealing Form

 

 1.  Details of the Person Discharging Managerial Responsibility ("PDMR") / person
     closely associated with them ("PCA")
 a)  Name                                                         ALEXANDER JOHN VAUGHAN
 2.  Reason for the notification
 a)  Position /status                                                                                      CHIEF EXECUTIVE OFFICER/ PDMR
 b)  Initial notification / amendment                                                                      INITIAL NOTIFICATION
 3.  Details of the Issuer
 a)  Name                                                                                                  COSTAIN GROUP PLC
 b)  LEI code                                                                                              213800PKIJBZ2EDTKC88
 4.  Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the financial instrument, type of instrument

     Identification code                                          ORDINARY SHARES OF 1 PENCE EACH

                                                                  ISIN:  GB00B64NSP76
 b)  Nature of the transaction                                    (1) EXERCISE OF NIL COST OPTIONS UNDER THE COMPANY'S 2023 SHARE DEFERRAL PLAN
                                                                  (2024 SDP GRANT)

                                                                        (2) SALE OF SHARES TO SATISFY TAX AND NI LIABILITIES
 c)  Price(s) and volume(s)                                       Price(s)                                   Volume(s)
                                                                  (1)              Nil Cost                  240,685
                                                                  (2)                £1.912                  113,122

 

 d)  Aggregated information

     -  Aggregated volume                                         (1) Total number of Shares vested - 240,685

     -  Price                                                     (2) Total number of Shares sold to cover Tax and NI - 113,122

                                                                  Total price - £216,289.26
 e)  Date of the transaction

                                                                  20 APRIL 2026
 f)  Place of the transaction

                                                                  OUTSIDE A TRADING VENUE

 

 

 

 

 

d)

Aggregated information

-  Aggregated volume

-  Price

 

(1) Total number of Shares vested - 240,685

(2) Total number of Shares sold to cover Tax and NI - 113,122

Total price - £216,289.26

e)

Date of the transaction

 

20 APRIL 2026

f)

Place of the transaction

 

OUTSIDE A TRADING VENUE

 

 

 

 

 

 

 

 

 

The Notification of Dealing Form set out below is provided in accordance with
the requirements of the UK Market Abuse Regulation.

Notification of Dealing Form

 

 1.  Details of the Person Discharging Managerial Responsibility ("PDMR") / person
     closely associated with them ("PCA")
 a)  Name                                                         HELEN MARGARET WILLIS
 2.  Reason for the notification
 a)  Position /status                                                                                     CHIEF FINANCIAL OFFICER/ PDMR
 b)  Initial notification / amendment                                                                     INITIAL NOTIFICATION
 3.  Details of the Issuer
 a)  Name                                                                                                 COSTAIN GROUP PLC
 b)  LEI code                                                                                             213800PKIJBZ2EDTKC88
 4.  Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the financial instrument, type of instrument

     Identification code                                          ORDINARY SHARES OF 1 PENCE EACH

                                                                  ISIN:  GB00B64NSP76
 b)  Nature of the transaction                                    1)   EXERCISE OF NIL COST OPTIONS UNDER THE COMPANY'S 2023 SHARE DEFERRAL
                                                                  PLAN (2024 SDP GRANT)

                                                                  2)   SALE OF SHARES TO SATISFY TAX AND NI LIABILITIES

                                                                  3)   TRANSFER OF SHARES TO SPOUSE
 c)  Price(s) and volume(s)                                       Price(s)        Volume(s)
                                                                  (1)  Nil Cost   199,870
                                                                  (2)  £1.912     93,939
                                                                  (3)  Nil Cost   105,931

 

 d)  Aggregated information

     -  Aggregated volume                                          (1) Total number of Shares vested - 199,870

     -  Price                                                      (2) Total number of Shares sold to cover Tax and NI - 93,939

                                                                          Total price - £179,611.37

                                                                   (3) Total number of shares transferred - 105,931

                                                                  Total price - Nil

 e)  Date of the transaction

                                                                  20 and 21 APRIL 2026
 f)  Place of the transaction

                                                                  OUTSIDE A TRADING VENUE

 

 

 

 

 

d)

Aggregated information

-  Aggregated volume

-  Price

 

 (1) Total number of Shares vested - 199,870

 (2) Total number of Shares sold to cover Tax and NI - 93,939

        Total price - £179,611.37

 (3) Total number of shares transferred - 105,931

Total price - Nil

 

e)

Date of the transaction

 

20 and 21 APRIL 2026

f)

Place of the transaction

 

OUTSIDE A TRADING VENUE

 

 

 

The Notification of Dealing Form set out below is provided in accordance with
the requirements of the UK Market Abuse Regulation.

Notification of Dealing Form

 

 1.  Details of the Person Discharging Managerial Responsibility ("PDMR") / person
     closely associated with them ("PCA")
 a)  Name                                                         HELEN MARGARET WILLIS/ COLIN JOHN KEANE
 2.  Reason for the notification
 a)  Position /status                                                                                    PCA to CHIEF FINANCIAL OFFICER/ PDMR
 b)  Initial notification / amendment                                                                    INITIAL NOTIFICATION
 3.  Details of the Issuer
 a)  Name                                                                                                COSTAIN GROUP PLC
 b)  LEI code                                                                                            213800PKIJBZ2EDTKC88
 4.  Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the financial instrument, type of instrument

     Identification code                                          ORDINARY SHARES OF 1 PENCE EACH

                                                                  ISIN:  GB00B64NSP76
 b)  Nature of the transaction                                    TRANSFER OF SHARES FROM SPOUSE FOLLOWING EXERCISE OF VESTED LTIP AND SDP
                                                                  SHARES
 c)  Price(s) and volume(s)                                       Price(s)  Volume(s)
                                                                  Nil Cost  344,645

 

 d)  Aggregated information

     -  Aggregated volume                                         Total number of shares from spouse - 344,645

     -  Price                                                     Total price - Nil

 e)  Date of the transaction

                                                                  21 APRIL 2026
 f)  Place of the transaction

                                                                   OUTSIDE A TRADING VENUE

 

 

d)

Aggregated information

-  Aggregated volume

-  Price

 

Total number of shares from spouse - 344,645

Total price - Nil

 

e)

Date of the transaction

 

21 APRIL 2026

f)

Place of the transaction

 

 OUTSIDE A TRADING VENUE

 

 

 

 

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