REG - Kooth PLC - Awards under LTIP and PDMR dealing

KoothAnnouncement

11/02/2026 18:00

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RNS Number : 6674S  Kooth PLC  11 February 2026

11 February 2026

Kooth plc

("Kooth" or the "Company" or the "Group")

Awards under Long Term Incentive Plan and PDMR dealing

Kooth, a leading provider of digital mental health services, announces the
fifth grant of options to Executive Directors and certain senior management
under the Long-Term Incentive Plan ("LTIP") as outlined in Kooth's admission
document dated 26 August 2020.

The LTIP was established to incentivise management to deliver long-term value
creation for shareholders and ensure alignment with shareholder interests.

Background

The LTIP is a discretionary share plan. Under the LTIP the Board may, within
certain limits and subject to any applicable performance conditions, grant to
eligible employees (i) options over Shares ("LTIP Options") and/or (ii) an
immediate award of Shares, subject to restrictions or forfeiture (together
"LTIP Awards").

Award size, performance conditions and dilution

On 11 February 2026, options over 288,000 shares in aggregate (the "2026
Awards") were granted under the LTIP, including those set out below which were
granted to directors:

 Director / PDMR  Role                     Number of shares over which 2026 Awards made
 Kate Newhouse    Chief Executive Officer  80,000
 Sanjay Jawa      Chief Financial Officer  68,000

The vesting of the 2026 Awards is subject to the achievement of performance
conditions based upon Kooth's total shareholder return over the three-year
performance period commencing 11 February 2026 and the growth in the Company's
earnings per share between 2026 and 2028. The awards will vest (subject to the
achievement of the performance conditions) on 11 February 2029.  To the
extent they vest, awards held by Executive Directors will be subject to a
post-vesting holding period of two years. The awards granted to other senior
management will be released at vesting.

Each award has been granted in the form of an option with an exercise price
per share of £0.05.

If the maximum targets are met in 2029, the total dilutive impact of the 2026
Awards will be c. 0.8%. The maximum aggregate dilutive effect of awards
currently in issue that can be exercised under the LTIP remains below 10% of
issued share capital.

 

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                                                         Kate Newhouse
 2    Reason for the notification
 a)   Position/status                                              Chief Executive Officer
 b)   Initial notification /Amendment                              Initial notification

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         Kooth plc
 b)   LEI                                                          2138001YLGO1L8UYOM90
 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  Ordinary shares of £0.05 each

      Identification code

                                                                   ISIN: GB00BMCZLK30
 b)   Nature of the transaction                                    Grant of options over ordinary shares under the Company's LTIP
 c)   Price(s) and volume(s)                                       80,000 at nil price point
 d)   Aggregated information

      - Aggregated volume                                          n/a

      - Price
 e)   Date of the transaction                                      11 February 2026
 f)   Place of the transaction                                     Off market transaction

 

 1    Details of the person discharging managerial responsibilities / person closely
      associated
 a)   Name                                                         Sanjay Jawa
 2    Reason for the notification
 a)   Position/status                                              Chief Financial Officer
 b)   Initial notification /Amendment                              Initial notification

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         Kooth plc
 b)   LEI                                                          2138001YLGO1L8UYOM90
 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  Ordinary shares of £0.05 each

      Identification code

                                                                   ISIN: GB00BMCZLK30
 b)   Nature of the transaction                                    Grant of options over ordinary shares under the Company's LTIP
 c)   Price(s) and volume(s)                                       68,000 at nil price point
 d)   Aggregated information

      - Aggregated volume                                          n/a

      - Price
 e)   Date of the transaction                                      11 February 2026
 f)   Place of the transaction                                     Off market transaction

 

- Ends -

 

For further information:

 Kooth plc                                            investorrelations@kooth.com
 Kate Newhouse, CEO

Sanjay Jawa, CFO
 Stifel, Nominated Adviser & Joint Broker             +44 (0) 20 7710 7600
 Ben Maddison, Fred Walsh, Erik Anderson, Ben Good

 Canaccord Genuity, Joint Broker                      +44 (0)20 7523 8000
 Simon Bridges, Harry Gooden, Elizabeth Halley-Stott

 FTI Consulting, Financial PR                         Kooth@fticonsulting.com
 Ben Atwell, Sam Purewal

 

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