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REG - Kainos Group plc - Director / PDMR shareholdings

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RNS Number : 0382H  Kainos Group plc  04 June 2026

04 June 2026

Kainos Group plc

("Kainos" or the "Company")

 

Director / PDMR shareholdings

 

The Company announces that on 4 June 2026, share awards (the "Awards")
approved by the Board of Directors of the Company under the Kainos Group
Performance Share Plan (the "PSP Awards"), in the form of nominal value
options over Ordinary Shares were awarded to executive directors and executive
managers of the Company.  The PSP Awards vest, other than in exceptional
circumstances, over a three year period from 4 June 2026 (subject to the
provisions of the Executive Director Shareholding Policy).  The performance
conditions associated with the PSP Awards are as follows:

 

(a)     50% of each PSP Award is subject to a performance condition based
on the Company's Earnings Per Share ("EPS") Growth measured over the three
financial years commencing 1 April 2026.  This portion of the PSP Award will:

·        not vest at all if EPS Growth over the measurement period is
less than 5%;

·        vest in respect of 30% if EPS Growth over the measurement
period is 5%;

·        vest in full if EPS Growth over the measurement period is 13%
or higher;

·    vest proportionately, calculated on a straight-line basis if EPS
Growth over the measurement period is higher than 5% but less than 13%.

 

(b)     30% of each PSP Award is subject to a performance condition based
on the Company's Total Shareholder Return ("TSR") performance compared with
the FTSE techMARK All-Share index ("Index") measured over the period of three
years commencing 1 April 2026.  This portion of the PSP Award will:

·      not vest at all if TSR performance over the measurement period
is below the mean average Index ("Initial Vesting Threshold");

·      vest in respect of 30% if the TSR performance is equal to the
mean average Index price;

·     vest in full if TSR performance over the measurement period is
above the mean average price growth for the FTSE techMARK All-Share index plus
four percentage points ("Upper Vesting Threshold");

·        vest proportionately, calculated on a straight-line basis if
TSR performance over the measurement period is greater than the Initial
Vesting Threshold but less than the Upper Vesting Threshold.

 

(c)     20% of each PSP Award is subject to performance conditions
associated with Kainos being a Responsible Company. This portion of the PSP
Award will vest as follows:

·     10% of the award will vest if by 31 March 2029, the latest
available Employee        Engagement score equates to 7.7 or better as
measured though our employee engagement tool, Peakon, or such equivalent
engagement measure as the Committee considers appropriate;

·    10% of the award will vest if by 31 March 2029, there is a reduction
in the carbon intensity of Scope 3 greenhouse gas emissions in line with the
Science Based Targets Initiative (SBTi) target-setting framework.

 

Notification and public disclosure of transactions by persons discharging

managerial responsibilities and persons closely associated with them.

(A19 Market Abuse Regulation)

 1.                    Details of the person discharging managerial responsibilities / person closely
                       associated
 a.                    Name                                      Brendan Mooney
 2.                    Reason for the notification
 a.                    Position/status                           CEO
 b.                    Initial notification                      Initial

                       /Amendment
 3.                    Details of the issuer, emission allowance market participant, auction
                       platform, auctioneer or auction monitor
 a.                    Name                                      Kainos Group plc
 b.                    LEI                                       213800H2PQMIF3OVZY47
 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                        Options over Ordinary Shares of £0.005 each

                       Financial instrument/

                       type of instrument                        KNOS

                       Identification code
 b.                    Nature of the transaction                 PSP Share Awards 2026
 c.                    Price(s) and volume(s)

PSP Award(1)
                                                                 Exercise Price(s)  Volume(s)
                                                                 £0.005             8,250

 

                                                                 1.  Subject to the PSP Awards vesting criteria.

 d.                    Aggregated information

                       ·      Aggregated volume                  N/A

                       ·      Price
 e.                    Date of the transaction                   04-06-26
 f.                    Place of the transaction                  Outside a trading venue

 

1.  Subject to the PSP Awards vesting criteria.

 

 

d.

Aggregated information

·      Aggregated volume

·      Price

 

N/A

e.

Date of the transaction

04-06-26

f.

Place of the transaction

Outside a trading venue

 

 1.                    Details of the person discharging managerial responsibilities / person closely
                       associated
 a.                    Name                                      Richard McCann
 2.                    Reason for the notification
 a.                    Position/status                           CFO/COO
 b.                    Initial notification                      Initial

                       /Amendment
 3.                    Details of the issuer, emission allowance market participant, auction
                       platform, auctioneer or auction monitor
 a.                    Name                                      Kainos Group plc
 b.                    LEI                                       213800H2PQMIF3OVZY47
 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                        Options over Ordinary Shares of £0.005 each

                       Financial instrument/

                       type of instrument                        KNOS

                       Identification code
 b.                    Nature of the transaction                 PSP Share Awards 2026
 c.                    Price(s) and volume(s)

PSP Award(1)
                                                                 Exercise Price(s)  Volume(s)
                                                                 £0.005             34,420

 

                                                                 1.  Subject to the PSP Awards vesting criteria.

 d.                    Aggregated information

                       ·      Aggregated volume                  N/A

                       ·      Price
 e.                    Date of the transaction                   04-06-26
 f.                    Place of the transaction                  Outside a trading venue

 

1.  Subject to the PSP Awards vesting criteria.

 

d.

Aggregated information

·      Aggregated volume

·      Price

 

N/A

e.

Date of the transaction

04-06-26

f.

Place of the transaction

Outside a trading venue

 

 1.                    Details of the person discharging managerial responsibilities / person closely
                       associated
 a.                    Name                                      Daniel Kemp
 2.                    Reason for the notification
 a.                    Position/status                           Digital Services Director
 b.                    Initial notification                      Initial

                       /Amendment
 3.                    Details of the issuer, emission allowance market participant, auction
                       platform, auctioneer or auction monitor
 a.                    Name                                      Kainos Group plc
 b.                    LEI                                       213800H2PQMIF3OVZY47
 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                        Options over Ordinary Shares of £0.005 each

                       Financial instrument/

                       type of instrument                        KNOS

                       Identification code
 b.                    Nature of the transaction                 PSP Share Awards 2026
 c.                    Price(s) and volume(s)

PSP Award(1)
                                                                 Exercise Price(s)  Volume(s)
                                                                 £0.005             15,361

 

                                                                 1.  Subject to the PSP Awards vesting criteria.

 d.                    Aggregated information

                       ·      Aggregated volume                  N/A

                       ·      Price
 e.                    Date of the transaction                   04-06-26
 f.                    Place of the transaction                  Outside a trading venue

 

1.  Subject to the PSP Awards vesting criteria.

 

 

d.

Aggregated information

·      Aggregated volume

·      Price

 

N/A

e.

Date of the transaction

04-06-26

f.

Place of the transaction

Outside a trading venue

 

 

 

 

 

 1.                    Details of the person discharging managerial responsibilities / person closely
                       associated
 a.                    Name                                      Malachy Smith
 2.                    Reason for the notification
 a.                    Position/status                           Products Director
 b.                    Initial notification                      Initial

                       /Amendment
 3.                    Details of the issuer, emission allowance market participant, auction
                       platform, auctioneer or auction monitor
 a.                    Name                                      Kainos Group plc
 b.                    LEI                                       213800H2PQMIF3OVZY47
 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                        Options over Ordinary Shares of £0.005 each

                       Financial instrument/

                       type of instrument                        KNOS

                       Identification code
 b.                    Nature of the transaction                 PSP Share Awards 2026
 c.                    Price(s) and volume(s)

PSP Award(1)
                                                                 Exercise Price(s)  Volume(s)
                                                                 £0.005             17,600

 

                                                                 1.  Subject to the PSP Awards vesting criteria.

 d.                    Aggregated information

                       ·      Aggregated volume                  N/A

                       ·      Price
 e.                    Date of the transaction                   04-06-26
 f.                    Place of the transaction                  Outside a trading venue

 

1.  Subject to the PSP Awards vesting criteria.

 

 

d.

Aggregated information

·      Aggregated volume

·      Price

 

N/A

e.

Date of the transaction

04-06-26

f.

Place of the transaction

Outside a trading venue

 

 

 

Ends

 

For further information, please contact:

 

Kainos                                                                                                    via
FTI Consulting LLP

Brendan Mooney, Chief Executive Officer

Richard McCann, Chief Financial Officer

 

Investec Bank
plc                                                                               
+44 20 7597 5970

Patrick Robb / Nick Prowting / Arnav Kapoor

 

FTI Consulting
LLP                                                                                 +44
20 3727 1000

Dwight Burden / Kwaku Aning

 

About Kainos Group plc
Kainos Group plc is a UK-headquartered provider of sophisticated IT services
to major public sector, commercial and healthcare customers and a developer
of software applications.

 

Our shares are listed on the London Stock Exchange (LSE: KNOS).

 

Our expertise spans three divisions:

 

Digital Services develops and supports custom digital service platforms,
which help customers solve key business problems such as the need to improve
their service, reduce costs and increase productivity.

 

Workday Services is a respected Workday partner, providing a comprehensive
range of services to support customers deploying Workday's Finance, HR and
Planning products.

 

Workday Products develops proprietary software products that complement
Workday, by enhancing our customers' system security and compliance and
improving their document generation and storage.

 

Our purpose

Our purpose is to help our customers with their most challenging projects and,
together with our partners, help them build the capability to succeed in the
digital age.

 

Find out more

You can discover more about us at www.kainos.com
(https://eur01.safelinks.protection.outlook.com/?url=http%3A%2F%2Fwww.kainos.com%2F&data=05%7C02%7Cmatthew.mclain%40kainos.com%7C625146585248413571c308de1c582512%7C7ed9bdc7964d4dc09084812b90e05c6d%7C0%7C0%7C638979362071971779%7CUnknown%7CTWFpbGZsb3d8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiIwLjAuMDAwMCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIldUIjoyfQ%3D%3D%7C0%7C%7C%7C&sdata=RES35gC0KiPzQRulAdDCbx5gHJ41prkh7nn3BASsoiU%3D&reserved=0)

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