REG - S4 Capital PLC - Director/PDMR Shareholding

S4 CapitalAnnouncement

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RNS Number : 7739H  S4 Capital PLC  10 June 2026

10 June 2026

S(4)Capital 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         Description:  Ordinary shares of 25 pence each (Ordinary Shares)

               code

                                                                                                        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)                                                                            Volume(s)

                                              Market priced options with an exercise price of 38.45 pence per share               936,162

                                              Nil for Conditional Share Awards

                                                                                                                                  936,162

      Aggregate information

 d)   -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  Description:  Ordinary shares of 25 pence each (Ordinary Shares)

    code

                                                                                      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)                           Volume(s)

                             Nil for Conditional Share Awards   777,811

 

      Aggregate information

 d)   -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  Description:  Ordinary shares of 25 pence each (Ordinary Shares)

    code

                                                                                      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)                                                                    Volume(s)

                                        Market priced options with an exercise price of 35.69 pence per share       187,305

                                        Nil for Conditional Share Awards

                                                                                                                    187,306

      Aggregate information

 d)   -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 S(4)Capital

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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