REG - RWS Holdings PLC - Director/PDMR Shareholding

RWS HoldingsAnnouncement

23/01/2026 13:00

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RNS Number : 2018Q  RWS Holdings PLC  23 January 2026

23 January 2026

RWS Holdings plc

Notification and public disclosure of transactions by Persons Discharging
Managerial Responsibilities ("PDMRs")

RWS Holdings plc ("RWS", the "Company"), a global AI solutions company,
announces that options ("Options") over ordinary shares of 1 pence each in the
Company ("Ordinary Shares") were granted under the RWS Holdings plc Long Term
Incentive Plan ("LTIP") on 22 January 2026 to PDMRs as outlined below.

The Options were granted with an exercise price per Ordinary Share of nil.

 PDMR           Position                                                    No. of Shares under Option
 Benjamin Faes  Chief Executive Officer                                     1,219,241
 Joseph Ayala   Executive Vice President of Strategy and Corporate Affairs  277,100
 Jane Hyde      General Counsel and Company Secretary                       315,783

 

The extent to which the Options will vest will be dependent on the following
metrics, each with a 50% weighting: (i) performance against adjusted earnings
per share ("EPS") targets set in relation to a reference three year
measurement period ending with the financial year ending 30 September
2028 ("FY 2028") with a sliding scale of vesting percentages from zero
vesting for EPS of less than 17.0p to full vesting for EPS of 23.0p or more;
and (ii) RWS's absolute total shareholder return ("TSR") performance over the
three year period from 1 December 2025, with a sliding scale of  vesting
percentages from zero vesting at 10% TSR p.a. to full vesting at 40% TSR p.a.
over the performance period.

The performance condition for the Options, which will be disclosed in detail
in next year's Directors' Remuneration Report, provides for discretion to be
retained by the Remuneration Committee to reduce the level of vesting that
would apply (including to nil vesting) if it considers there has not been an
underlying improvement in the financial performance of the Company over the
performance period or to counter windfall gains.

The Options have a normal vesting date of the third anniversary of the grant
date and will ordinarily be forfeited in the event of cessation of employment
ahead of the vesting date.

The Options granted to Benjamin Faes are subject to a holding period condition
under which any shares acquired under the Options (net of sales for tax and
national insurance) must be retained until at least the fifth anniversary of
the grant date.

Once vested, Options ordinarily will remain exercisable in respect of their
vested shares until the tenth anniversary of the award's grant date.

This announcement is made in accordance with Article 19(3) of the EU Market
Abuse Regulation 596/2014 (as incorporated into UK domestic law by the
European Union (Withdrawal) Act 2018).

For further information, please contact:

 

 RWS Holdings plc

 Andrew Brode, Interim Chairman

 Benjamin Faes, Chief Executive Officer               01628 410100

 MHP (Financial PR advisor)                           rws@mhpgroup.com (mailto:rws@mhpgroup.com)

 Katie Hunt / Eleni Menikou                           020 3128 8100

                                                      07884 494112
 Deutsche Numis (Nomad & Joint Broker)

 Stuart Skinner / William Wickham                     020 7260 1000

 Berenberg (Joint Broker)

 Ben Wright / Toby Flaux / Mike Burke / Milo Bonser   020 3207 7800

 

 

 

 

 

About RWS:

RWS is a global AI solutions company empowering the world's most trusted
enterprise AI.

Our proprietary Cultural Intelligence Layer, powered by 250,000 data
specialists, cultural and language experts and deep domain professionals,
backed by 45+ patents, makes enterprise AI culturally fluent, contextually
accurate and secure, ensuring every interaction reflects a brand's tone,
context and customer values.

Through our Generate, Transform and Protect segments, we deliver intelligent
content, enterprise knowledge, large-scale localisation and IP protection for
global growth. Trusted by 80+ of the world's top 100 brands, RWS provides the
confidence, governance and expertise organisations need to deploy AI safely,
responsibly and at scale.

Headquartered in the UK, RWS is listed on AIM (RWS.L).

For further information, please visit: www.rws.com
(https://protect.checkpoint.com/v2/r06/___http:/www.rws.com/___.ZXV3MjpuZXh0MTU6YzpvOjg4YTBjNGJmZGY1YzBiMDMyYjM0OTA4ZjBhNTc2NjIwOjc6NGJlNDo4NjI3YjAzMzNjMzQ0M2Y4MjYxMzI4MDE3ZWIyNzVhYjliZGM0YWZiOGQ4Y2ZjYzFlODBmZTM4MjkyNWYwNDhmOnA6VDpU)
.
(https://protect.checkpoint.com/v2/r06/___http:/www.rws.com/___.ZXV3MjpuZXh0MTU6YzpvOjg4YTBjNGJmZGY1YzBiMDMyYjM0OTA4ZjBhNTc2NjIwOjc6NGJlNDo4NjI3YjAzMzNjMzQ0M2Y4MjYxMzI4MDE3ZWIyNzVhYjliZGM0YWZiOGQ4Y2ZjYzFlODBmZTM4MjkyNWYwNDhmOnA6VDpU)
 

 

 1    Details of the person discharging managerial responsibilities / person closely

    associated

 a)   Name                                                         1.   Benjamin Faes

                                                                   2.   Joseph Ayala

                                                                   3.   Jane Hyde

 2    Reason for the notification

 a)   Position/status                                              1.   Chief Executive Officer

                                                                   2.   Executive Vice President of Strategy and Corporate Affairs

                                                                   3.   General Counsel and Company Secretary

 b)   Initial notification /Amendment                              Initial Announcement

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

    platform, auctioneer or auction monitor

 a)   Name                                                         RWS Holdings plc

 b)   LEI                                                          213800YGBGTTSKUVK111

 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 1p each

                                                                   GB00BVFCZV34
      Identification code

 b)   Nature of the transaction                                    Grant of nil cost options under the RWS Holdings plc Long Term Incentive Plan.

 c)   Price(s) and volume(s)

                                                                                         Price(s)              Volume(s)
                                                                                         1.   Nil              1.   1,219,241

                                                                                         2.   Nil              2.     277,100

                                                                                         3.   Nil              3.     315,783

 d)   Aggregated information

      - Aggregated volume                                          1,812,124

      - Price                                                      Nil

 e)   Date of the transaction                                      2026-01-22

 f)   Place of the transaction                                     Outside of a trading venue

 

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