REG - Softcat PLC - Director/PDMR Shareholding

SoftcatAnnouncement

28/11/2025 14:00

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RNS Number : 4950J  Softcat PLC  28 November 2025

28 November 2025

Softcat plc (the "Company")

 

Notification of Transactions by

Persons Discharging Managerial Responsibilities

 

The following notification made under article 19.1 of the Market Abuse
Regulation ("MAR") relates to awards of nil-cost options to persons
discharging managerial responsibilities ("PDMR") on 27 November 2025 under the
Softcat plc Long Term Incentive Plan ("LTIP"). This announcement is made in
accordance with Article 19.3 of MAR.

 

Softcat plc LTIP

On 27 November 2025, awards under the Company's LTIP were made as outlined
below.

 

An award of nil-cost options to acquire 95,812 Ordinary shares was made to
Graham Charlton, a director and PDMR. The number of shares over which the
nil-cost option was awarded has been calculated by reference to the closing
middle market quotation of the ordinary shares derived from the Daily Official
List on the dealing day preceding the date of grant (1,409 pence). The award
will vest subject to the performance conditions outlined below.

 

As set out in the 2025 Directors' Remuneration Report of Softcat plc, the
Remuneration Committee proposes to increase the LTIP award level. The award
granted to Graham Charlton on 27 November 2025 is equal to 200% of base pay.
The intention is that, subject to the approval of the Remuneration Policy by
shareholders at the 2025 AGM, an additional award will be made following the
AGM to provide a total award of 225% of base salary. Further details of the
award and Policy proposals are set out in the 2025 Directors' Remuneration
Report, which is available to view at
https://www.softcat.com/about-us/investor-centre
(https://www.softcat.com/about-us/investor-centre) .

 

An award of nil-cost options to acquire 58,126 Ordinary shares was made to
Katy Mecklenburgh, a director and PDMR. The number of shares over which the
nil-cost option was awarded has been calculated by reference to the closing
middle market quotation of the ordinary shares derived from the Daily Official
List on the dealing day preceding the date of grant (1,409 pence). The award
will vest subject to the performance conditions outlined below.

 

Performance conditions and vesting of awards

These nil-cost options are subject to the rules of the LTIP and will vest
depending on performance against Total Shareholder Return ("TSR") and
underlying Earnings per Share ("EPS") targets as measured over a three-year
performance period.

 

30% of the award will be subject to the Company's relative TSR performance
against the FTSE 350 (excluding investment trusts):

 

TSR performance                       % of award
vesting

Below median
                                      Nil

At median (threshold)                            25%

Upper quartile or above                         100%

 

There will be straight-line vesting between threshold and full vesting.

 

 

70% of the award will be subject to the Company's EPS for FY 2028:

 

Underlying EPS
            % of award vesting

Less than 74.1 pence
                             Nil

74.1 pence (threshold)                           25%

80.2
pence
62.5%

91.9 pence or above
100%

 

There will be straight-line vesting between 25% and 62.5% and between 62.5%
and full vesting.

 

The normal date of vesting for the nil-cost options outlined above will be 27
November 2028 and the last date for exercise will be 26 November 2035, with
dividend equivalents payable in respect of the vesting of nil-cost options in
accordance with the rules of the LTIP.

 

For further information on the LTIP, please refer to the Company's Annual
Report and Accounts.

 

 

 1.  Details of PDMR / person closely associated with them ("PCA")
 a)  Name                                     Graham Charlton

 2.  Reason for the notification
 a)  Position / status                        CEO

 b)  Initial notification / amendment         Initial Notification

 3.  Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                                            Softcat plc
 b)  LEI                                                                             213800N42YZLR9GLVC42
 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  Ordinary Shares of £0.0005 each

     Identification Code

                                              ISIN: GB00BYZDVK82
 b)  Nature of the transaction                Grant of nil cost option over Ordinary Shares of £0.0005 each under the
                                              Softcat plc Long Term Incentive Plan
 c)  Price(s) and volume(s)                   Price(s)  Volume(s)
                                              0.00      95,812
 d)  Aggregated information

     Aggregated volume                        N/A

     Price
 e)  Date of the transaction                  27 November 2025
 f)  Place of the transaction                 Outside a trading venue

d)

Aggregated information

Aggregated volume

Price

 

N/A

e)

Date of the transaction

27 November 2025

f)

Place of the transaction

Outside a trading venue

 

 

 

 1.  Details of PDMR / person closely associated with them ("PCA")
 a)  Name                                     Katy Mecklenburgh

 2.  Reason for the notification
 a)  Position / status                        CFO

 b)  Initial notification / amendment         Initial Notification

 3.  Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                                            Softcat plc
 b)  LEI                                                                             213800N42YZLR9GLVC42
 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  Ordinary Shares of £0.0005 each

     Identification Code

                                              ISIN: GB00BYZDVK82
 b)  Nature of the transaction                Grant of nil cost option over Ordinary Shares of £0.0005 each under the
                                              Softcat plc Long Term Incentive Plan
 c)  Price(s) and volume(s)                   Price(s)  Volume(s)
                                              0.00      58,126
 d)  Aggregated information

     Aggregated volume                        N/A

     Price
 e)  Date of the transaction

                                              27 November 2025
 f)  Place of the transaction

                                              Outside a trading venue

d)

Aggregated information

Aggregated volume

Price

 

N/A

e)

Date of the transaction

 

27 November 2025

f)

Place of the transaction

 

Outside a trading venue

 

 

 

Luke Thomas

 

Company Secretary, Softcat plc

28 November 2025

 

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