Director/PDMR Shareholding
10 June 2026
S4Capital plc
(the "Company")
Director/ Person Discharging Managerial Responsibilities ("PDMR") - Grant of Options and Conditional Share Awards
The Company announces that, on 8 June 2026, an award (the "LTIP Award") was granted under the Company's Employee Share Ownership Plan (the "ESOP") to a Person Discharging Managerial Responsibility ("PDMR") of the Company, being Radhika Radhakrishnan.
The LTIP Award comprises market-priced options and conditional share awards in equal proportions over ordinary shares of 25 pence each in the Company. The Options are exercisable at a price of 38.45 pence per share.
The award was determined by reference to the 30-day VWAP as at 2 February 2026, being the date selected by the Nomination and Remuneration Committee for determining 2026 LTIP award levels. The LTIP Award is subject to continued employment, malus and clawback provisions, and the achievement of performance conditions based on Net Revenue growth and EBITDA growth as in the Company's Three Year Plan 2026-2028 measured over the three year vesting period, which have been determined by the Nomination and Remuneration Committee. The award will normally vest on the later of the third anniversary of grant and the determination of the relevant performance conditions. Executive Directors are subject to a further two-year post-vesting holding period.
In addition, following a revision to the awards granted to Radhika Radhakrishnan in 2025, and in accordance with the terms of her appointment, a top-up award was granted to rectify the discrepancy:
(i) a supplemental conditional share award over 777,811 ordinary shares in the Company (the "New Hire Supplemental Award"); and
(ii) a supplemental LTIP award (the "LTIP Supplemental Award"), comprises an equal amount of market priced options 187,305 over ordinary shares of 25 pence each ("Shares") in the Company (the "Options") and a conditional share award 187,306 over the same number of Shares,
in each case under the ESOP and on the same terms and conditions as the original awards granted in 2025.
The New Hire Supplemental Award and LTIP Supplemental Award were granted in accordance with the terms of Radhika Radhakrishnan's appointment and are intended to support alignment with shareholder interests. The awards are subject to performance conditions, continued employment and malus and clawback provisions.
LTIP 2026
1 Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Radhika Radhakrishnan
2 Reason for the notification
a)
Position/status
Chief Financial Officer / Executive Director
b)
Initial notification /Amendment Initial notification
Initial notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
S4 Capital plc
b)
LEI
21380068SP9V65KPQN68
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 and identification code
Description: Ordinary shares of 25 pence each (Ordinary Shares)
ID Code: GB00BFZZM640
b)
Nature of the transaction
Grant of options over Ordinary Shares in the Company and conditional share award over Ordinary Shares in the Company.
c)
Price(s) and volume(s)
Price(s)
Market priced options with an exercise price of 38.45 pence per share
Nil for Conditional Share Awards
Volume(s)
936,162
936,162
d)
Aggregate information
-Volume
-Price-Total
N/A
e)
Date of the transaction
8 June 2026
f)
Place of the transaction
Outside of trading venue
New Hire Supplemental Award
1 Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Radhika Radhakrishnan
2 Reason for the notification
a)
Position/status
Chief Financial Officer / Executive Director
b)
Initial notification /Amendment Initial notification
Initial notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
S4 Capital plc
b)
LEI
21380068SP9V65KPQN68
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 and identification code
Description: Ordinary shares of 25 pence each (Ordinary Shares)
ID Code: GB00BFZZM640
b)
Nature of the transaction
Grant of conditional share award over Ordinary Shares in the Company.
c)
Price(s) and volume(s)
Price(s)
Nil for Conditional Share Awards
Volume(s)
777,811
d)
Aggregate information
-Volume
-Price-Total
N/A
e)
Date of the transaction
8 June 2026
f)
Place of the transaction
Outside of trading venue
LTIP Supplemental Award
1 Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Radhika Radhakrishnan
2 Reason for the notification
a)
Position/status
Chief Financial Officer / Executive Director
b)
Initial notification /Amendment Initial notification
Initial notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
S4 Capital plc
b)
LEI
21380068SP9V65KPQN68
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 and identification code
Description: Ordinary shares of 25 pence each (Ordinary Shares)
ID Code: GB00BFZZM640
b)
Nature of the transaction
Grant of options over Ordinary Shares in the Company and conditional share award over Ordinary Shares in the Company.
c)
Price(s) and volume(s)
Price(s)
Market priced options with an exercise price of 35.69 pence per share
Nil for Conditional Share Awards
Volume(s)
187,305
187,306
d)
Aggregate information
-Volume
-Price-Total
N/A
e)
Date of the transaction
8 June 2026
f)
Place of the transaction
Outside of trading venue
This notification is made and information is provided in accordance with the UK Market Abuse Regulation.
Enquiries to:
S4 Capital plc
Tel: +44 (0)20 3793 0003
Sir Martin Sorrell, Executive Chairman
About S4Capital
S4 Capital is a purely digital advertising and marketing services business built for global, multinational, regional, and local clients and millennial-driven influencer brands. The business operates through two data and digital media driven Practices: Marketing Services and Technology Services, emphasising 'faster, better and more efficient' execution in an always-on consumer-led environment. Its unitary structure positions the Company as a systems integration partner delivering real-time relevance in the post-agency era.
The Company now has approximately 6,200 people in 34 countries with approximately 82% of net revenue across the Americas, 12% across Europe, the Middle East and Africa and 6% across Asia-Pacific. The longer-term objective is a geographic split of 60%:20%:20%. Marketing Services accounted for approximately 91% of net revenue and Technology Services 9%. The target allocation is a practice split of 75%:25%.
Sir Martin Sorrell was CEO of WPP for 33 years, building it from a £1 million 'shell' company in 1985 into the world's largest advertising and marketing services company, with a market capitalisation of over £16 billion on the day he left. Prior to that, Sir Martin was Group Financial Director of Saatchi & Saatchi Company Plc for nine years.
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