REG - Devolver Digital - Grant of Awards

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RNS Number : 4695L  Devolver Digital, Inc.  15 December 2025

15 December 2025

Devolver Digital, Inc.

("Devolver Digital", "Devolver" or the "Company", and the Company together
with all of its subsidiary undertakings "the Group")

Grant of Awards

 

Devolver Digital, the award-winning digital publisher and developer of
independent ("indie") video games, announces that it has granted awards under
the 2022 Long Term Incentive Plan ("LTIP").

The Company has granted awards over an aggregate 7,081,612 shares of shares of
common stock of $0.0001 par value each ("Shares"), under the 2022 LTIP ("2025
Awards"). The 2025 Awards are designed to reward employees at all levels of
the Company for performance that delivers value for shareholders. The LTIP
awards consist of Performance Stock Units ("PSUs"), which are awarded subject
to a three-year cliff and achievement of ambitious financial targets, and
Restricted Stock Units ("RSUs"), which are awarded subject to a three-year
cliff and financial performance criteria for senior management, and a two-year
cliff for other employees with financial performance criteria for senior
employees.

The Remuneration Committee recommended the following awards to the Board, laid
out in the tables below. These awards amount to, in aggregate, 7,081,612
shares (on the assumption that all vest), representing 1.5 per cent. of the
issued and outstanding share capital. Total dilution from these awards and all
outstanding share options and grants amount to 12.7 per cent. of the issued
and outstanding share capital.

The following awards have been made to Directors of the Company:

 Number of shares
 Director/PDMR      Position  RSUs     PSUs     Total
 Daniel Widdicombe  CFO       142,742  307,258  450,000
 Total                        142,742  307,258  450,000

 

 

The following awards have been made to other management and employees of the
Group:

 

 Number of shares
 Category                               RSUs       PSUs       Total
 Other management and senior employees  1,927,223  2,873,071  4,800,294
 Other employees and contractors        1,831,318  -          1,831,318
 Total                                  3,758,541  2,873,071  6,631,612

The effective date for the award of these LTIP shares is 1(st) January 2025,
i.e. shares with a two-year cliff will vest on 31(st) December 2026. All PSUs
vest after three years, on 31(st) December 2027. RSUs vest after three years
for senior management and two years for other employees.

In addition to the vesting cliffs, the 2025 Awards are subject to a range of
further vesting conditions specified at the time of award and will lapse if
these conditions are not met. For the PSUs, these include the following
performance conditions:

(i)    the attainment of specified Group revenue targets at the end of a
three-year period, and;

(ii)   the attainment of specified Group EBITDA targets at the end of a
three-year period.

The Company has set challenging financial targets for the PSUs, based upon the
Group's internal budgets. Targets are based on organic growth only and exclude
any potential M&A uplift. The PSUs only begin to be earned once 90% of
the Revenue and EBITDA targets are achieved, and management need to deliver at
least 110% of the target to realise the full award.

The metrics in the table below, which are applicable to PSUs only, apply to
actual 2027 Group performance versus the prescribed targets for revenue and
EBITDA in 2027:

 Metric   Weighting  0% Vesting (Below Threshold)   12.5% Vesting   50% Vesting (Target)  100% Vesting (Maximum)

(Threshold)
 Revenue  50%        <90% of target                90% of target    Target                110%+ of target
 EBITDA   50%        <90% of target                90% of target    Target                110%+ of target

 

The RSUs for senior management, including the CFO, require at least 60% of the
EBITDA target to be achieved in order for any of the RSU award to vest. EBITDA
performance below this target level will result in all the RSU awards for
senior management lapsing. For other management and senior employees, this
performance target applies to 50% of their RSU grant. No performance targets
are applied to RSUs granted to all other employees.

The co-founders of Devolver who are full-time employees at the company, CEO Harry Miller, COO Graeme Struthers and CMO Nigel Lowrie, have not received any share awards under the LTIP since the LTIP's launch in 2022. As in 2024, this year the Board has instead awarded them a performance-linked cash bonus based on the same targets and timing as the 2025 Awards to senior management.
-ENDS-

 

About Devolver Digital

 

Devolver is an award-winning video games publisher in the indie games space
with a balanced portfolio of third-party and own-IP. Devolver has an emphasis
on premium games and has published more than 130 titles, with more than 30
titles in the pipeline scheduled for release over the next few years. Devolver
has in-house studios developing first-party IP titles and a complementary
publishing brand. Devolver is registered in Wilmington, Delaware, USA.

 

Enquiries:

 

 Devolver Digital, Inc.

                                                              ir@devolverdigital.com
 Harry Miller, Chief Executive Officer

 Graeme Struthers, Chief Operating Officer

 Daniel Widdicombe, Chief Financial Officer
 Zeus (Nominated Adviser and Joint Broker)                      +44 (0)20 3829 5000

 David Foreman, Kieran Russell (Investment Banking)

 Ben Robertson (Equity Capital Markets)

 Panmure Liberum (Joint Broker)

 Dru Danford / Shalin Bhamra (Investment Banking)               +44 (0)20 3100 2000

 Rupert Dearden (Corporate Broking)
 FTI Consulting (Communications)                                                             devolver@fticonsulting.com

 Jamie Ricketts / Dwight Burden / Valerija Cymbal / Usama Ali                                 +44 (0)20 3727 1000

 

The notification set out below is provided in accordance with the requirements
of Article 19 of the UK Market Abuse Regulation.

Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them.

 

 1.    Details of the person discharging managerial responsibilities/person closely
       associated
 a)    Name                                                           Daniel Widdicombe
 2.    Reason for the notification
 a)    Position/status                                                CFO
 b)    Initial notification/Amendment                                 Initial notification
 3     Details of the issuer, emission allowance market participant, auction
       platform, auctioneer or auction monitor
 a)    Name                                                           Devolver Digital, Inc.
 b)    LEI                                                            213800PRI1918XI2H813
 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    Common stock par value of $0.0001

       Identification code

                                                                      ISIN: USU0858L1036
 b)    Nature of the transaction                                      Grant of Stock Units
 c)    Price(s) and volume(s)                                          Price(s)                        Volume(s)

                                                                       Nil consideration        142,742 RSUs

                                                                       Nil consideration        307,258 PSUs
 d)    Aggregated information                                         Price                              Volume

                                                                       Nil consideration        450,000
 e)    Date of the transaction                                        15 December 2025
 f)    Place of the transaction                                       London Stock Exchange, AIM

 

 

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