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Mitchells & Butlers - Director/PDMR Shareholding

RNS Number : 4849K

Mitchells & Butlers PLC

05 December 2025

 

5 December 2025

Mitchells & Butlers plc

LEI no. 213800JHYNDNB1NS2W10

Director/PDMR Shareholding

 

1Details of the person discharging managerial responsibilities / person closely associated
a)NamePhil Urban
2Reason for the notification
a)Position/statusDirector
b)Initial notification /AmendmentInitial notification
3Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)NameMitchells & Butlers plc
b)LEI213800JHYNDNB1NS2W10
4Details 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 in Mitchells & Butlers plc (Shares)
GB00B1FP6H53
b)Nature of the transactionOption granted on 4 December 2025 in respect of the FY 2026-2028 performance cycle for the Performance Share Plan.
This option will be exercisable for the ninety day period following the end of the performance cycle, subject to the satisfaction of performance conditions, details of which are set out below:
Operating Cash Flow Performance Condition:
The Operating Cash Flow Performance Condition, which applies to 70% of the M&B shares which are subject to the Option, is measured by reference to M&B's cumulative Operating Cash Flow over the Performance Period.
The part of the Option which is subject to the Operating Cash Flow Condition will Vest based on the following schedule:
Operating Cash FlowVesting
Below £1,454mNil
£1,454m25%
Between £1,454m - £1,535mStraight line between 25% and 100%
At or above £1,535m100%
EPS Performance Condition:
The EPS Performance Condition, which applies to 20% of the M&B shares which are subject to the Option, is measured by reference to M&B's Adjusted Earnings per Share growth ('EPS Growth') over the Performance Period.
The part of the Option which is subject to the EPS Performance Condition will Vest based on the following schedule:
EPS Growth (CAGR)Vesting
Below 3.1%Nil
3.1%25%
Between 3.1% - 5.9%Straight line between 25% and 100%
At or above 5.9%100%
Sustainability Performance Condition:
The Sustainability Performance Condition, which applies to 10% of the M&B shares which are subject to the Option, is measured by reference to a reduction in 1, 2 & 3 emissions tCO2e over the Performance Period, and will vest based on the following schedule:
Reduction in 1, 2 & 3 emissions tCO2eVesting
- 61,883 tCO2e50%
- - 76,581 tCO2e100%
The maximum Share entitlement on satisfaction of the performance conditions in full is shown in (c) below (excluding any dividend equivalent shares that may be received by the participant in respect of any Shares that vest under the option).
In accordance with the Company's Remuneration Policy vested shares are subject to a two year holding period and post cessation holding requirements.
c)Price(s) and volume(s)The option is granted over a maximum of 460,091 Shares. The share price used to determine the number of Shares under option was £2.72 per Share (being the middle market quotation of a Share for the business day prior to the grant date).
No amount was payable on the grant of the option.
d)Aggregated information
- Aggregated volume
- Price
N/A (single transaction)
e)Date of the transaction4 December 2025
f)Place of the transactionn/a
                  5 December 2025 Mitchells & Butlers plc LEI no. 213800JHYNDNB1NS2W10 Director/PDMR Shareholding  
1Details of the person discharging managerial responsibilities / person closely associated
a)NameTim Jones
2Reason for the notification
a)Position/statusDirector
b)Initial notification /AmendmentInitial notification
3Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)NameMitchells & Butlers plc
b)LEI213800JHYNDNB1NS2W10
4Details 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 in Mitchells & Butlers plc (Shares)
GB00B1FP6H53
b)Nature of the transactionOption granted on 4 December 2025 in respect of the FY 2026-2028 performance cycle for the Performance Share Plan. This award has been pro-rated based on his time in employment from the start of the performance period to the date Mr Jones is due to retire and step down as CEO.
This option will be exercisable for the ninety day period following the end of the performance cycle, subject to the satisfaction of performance conditions, details of which are set out below:
Operating Cash Flow Performance Condition:
The Operating Cash Flow Performance Condition, which applies to 70% of the M&B shares which are subject to the Option, is measured by reference to M&B's cumulative Operating Cash Flow over the Performance Period.
The part of the Option which is subject to the Operating Cash Flow Condition will Vest based on the following schedule:
Operating Cash FlowVesting
Below £1,454mNil
£1,454m25%
Between £1,454m - £1,535mStraight line between 25% and 100%
At or above £1,535m100%
EPS Performance Condition:
The EPS Performance Condition, which applies to 20% of the M&B shares which are subject to the Option, is measured by reference to M&B's Adjusted Earnings per Share growth ('EPS Growth') over the Performance Period.
The part of the Option which is subject to the EPS Performance Condition will Vest based on the following schedule:
EPS Growth (CAGR)Vesting
Below 3.1%Nil
3.1%25%
Between 3.1% - 5.9%Straight line between 25% and 100%
At or above 5.9%100%
Sustainability Performance Condition:
The Sustainability Performance Condition, which applies to 10% of the M&B shares which are subject to the Option, is measured by reference to a reduction in 1, 2 & 3 emissions tCO2e over the Performance Period, and will vest based on the following schedule:
Reduction in 1, 2 & 3 emissions tCO2eVesting
- 61,883 tCO2e50%
- - 76,581 tCO2e100%
The maximum Share entitlement on satisfaction of the performance conditions in full is shown in (c) below (excluding any dividend equivalent shares that may be received by the participant in respect of any Shares that vest under the option).
In accordance with the Company's Remuneration Policy vested shares are subject to a two year holding period and post cessation holding requirements.
c)Price(s) and volume(s)The option is granted over a maximum of 97,242 Shares. The share price used to determine the number of Shares under option was £2.72 per Share (being the middle market quotation of a Share for the business day prior to the grant date).
No amount was payable on the grant of the option.
d)Aggregated information
- Aggregated volume
- Price
N/A (single transaction)
e)Date of the transaction4 December 2025
f)Place of the transactionn/a
                          5 December 2025 Mitchells & Butlers plc LEI no. 213800JHYNDNB1NS2W10 Director/PDMR Shareholding  
1Details of the person discharging managerial responsibilities / person closely associated
a)NameAndrew Freeman
2Reason for the notification
a)Position/statusPDMR
b)Initial notification /AmendmentInitial notification
3Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)NameMitchells & Butlers plc
b)LEI213800JHYNDNB1NS2W10
4Details 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 in Mitchells & Butlers plc (Shares)
GB00B1FP6H53
b)Nature of the transactionOption granted on 4 December 2025 in respect of the FY 2026-2028 performance cycle for the Performance Share Plan.
This option will be exercisable for the ninety day period following the end of the performance cycle, subject to the satisfaction of performance conditions, details of which are set out below:
Operating Cash Flow Performance Condition:
The Operating Cash Flow Performance Condition, which applies to 70% of the M&B shares which are subject to the Option, is measured by reference to M&B's cumulative Operating Cash Flow over the Performance Period.
The part of the Option which is subject to the Operating Cash Flow Condition will Vest based on the following schedule:
Operating Cash FlowVesting
Below £1,454mNil
£1,454m25%
Between £1,454m - £1,535mStraight line between 25% and 100%
At or above £1,535m100%
EPS Performance Condition:
The EPS Performance Condition, which applies to 20% of the M&B shares which are subject to the Option, is measured by reference to M&B's Adjusted Earnings per Share growth ('EPS Growth') over the Performance Period.
The part of the Option which is subject to the EPS Performance Condition will Vest based on the following schedule:
EPS Growth (CAGR)Vesting
Below 3.1%Nil
3.1%25%
Between 3.1% - 5.9%Straight line between 25% and 100%
At or above 5.9%100%
Sustainability Performance Condition:
The Sustainability Performance Condition, which applies to 10% of the M&B shares which are subject to the Option, is measured by reference to a reduction in 1, 2 & 3 emissions tCO2e over the Performance Period, and will vest based on the following schedule:
Reduction in 1, 2 & 3 emissions tCO2eVesting
- 61,883 tCO2e50%
- 76,581 tCO2e100%
The maximum Share entitlement on satisfaction of the performance conditions in full is shown in (c) below (excluding any dividend equivalent shares that may be received by the participant in respect of any Shares that vest under the option).
c)Price(s) and volume(s)The option is granted over a maximum of 111,727 Shares. The share price used to determine the number of Shares under option was £2.72 per Share (being the middle market quotation of a Share for the business day prior to the grant date).
No amount was payable on the grant of the option.
d)Aggregated information
- Aggregated volume
- Price
N/A (single transaction)
e)Date of the transaction4 December 2025
f)Place of the transactionn/a
  Enquiries: Denise Burton Deputy Company Secretary 0121 498 6514 This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com. RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.   END     DSHFELFBELLZFBZ

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