REG - Mitchells & Butlers - Director/PDMR Shareholding
05/12/2025 12:30
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RNS Number : 4849K Mitchells & Butlers PLC 05 December 2025
5 December 2025
Mitchells & Butlers plc
LEI no. 213800JHYNDNB1NS2W10
Director/PDMR Shareholding
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Phil Urban
2 Reason for the notification
a) Position/status Director
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Mitchells & Butlers plc
b) LEI 213800JHYNDNB1NS2W10
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 in Mitchells & Butlers plc (Shares)
Identification code
GB00B1FP6H53
b) Nature of the transaction Option 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 Flow Vesting
Below £1,454m Nil
£1,454m 25%
Between £1,454m - £1,535m Straight line between 25% and 100%
At or above £1,535m 100%
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 tCO2e Vesting
- 61,883 tCO2e 50%
- - 76,581 tCO2e 100%
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
N/A (single transaction)
- Price
e) Date of the transaction 4 December 2025
f) Place of the transaction n/a
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 tCO2e Vesting
- 61,883 tCO2e 50%
- - 76,581 tCO2e 100%
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 transaction
4 December 2025
f)
Place of the transaction
n/a
5 December 2025
Mitchells & Butlers plc
LEI no. 213800JHYNDNB1NS2W10
Director/PDMR Shareholding
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Tim Jones
2 Reason for the notification
a) Position/status Director
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Mitchells & Butlers plc
b) LEI 213800JHYNDNB1NS2W10
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 in Mitchells & Butlers plc (Shares)
Identification code
GB00B1FP6H53
b) Nature of the transaction Option 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 Flow Vesting
Below £1,454m Nil
£1,454m 25%
Between £1,454m - £1,535m Straight line between 25% and 100%
At or above £1,535m 100%
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 tCO2e Vesting
- 61,883 tCO2e 50%
- - 76,581 tCO2e 100%
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 N/A (single transaction)
- Price
e) Date of the transaction 4 December 2025
f) Place of the transaction n/a
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 tCO2e Vesting
- 61,883 tCO2e 50%
- - 76,581 tCO2e 100%
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 transaction
4 December 2025
f)
Place of the transaction
n/a
5 December 2025
Mitchells & Butlers plc
LEI no. 213800JHYNDNB1NS2W10
Director/PDMR Shareholding
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Andrew Freeman
2 Reason for the notification
a) Position/status PDMR
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Mitchells & Butlers plc
b) LEI 213800JHYNDNB1NS2W10
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 in Mitchells & Butlers plc (Shares)
Identification code
GB00B1FP6H53
b) Nature of the transaction Option 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 Flow Vesting
Below £1,454m Nil
£1,454m 25%
Between £1,454m - £1,535m Straight line between 25% and 100%
At or above £1,535m 100%
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 tCO2e Vesting
- 61,883 tCO2e 50%
- 76,581 tCO2e 100%
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 N/A (single transaction)
- Price
e) Date of the transaction 4 December 2025
f) Place of the transaction n/a
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 tCO2e Vesting
- 61,883 tCO2e 50%
- 76,581 tCO2e 100%
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 transaction
4 December 2025
f)
Place of the transaction
n/a
Enquiries:
Denise Burton
Deputy Company Secretary
0121 498 6514
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