REG - Softcat PLC - Director/PDMR Shareholding

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RNS Number : 5165M  Softcat PLC  22 December 2025

22 December 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 22 December 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 22 December 2025, awards under the Company's LTIP were made as outlined
below.

 

Further to the approval of the 2025 Remuneration Policy of Softcat plc at the
2025 AGM, an additional award of nil-cost options to acquire 11,977 Ordinary
shares was made to Graham Charlton, a director and PDMR, in addition to the
initial award made on 27 November 2025. The award granted to Graham Charlton
on 27 November 2025 was equal to 200% of base pay. Following the approval of
the 2025 Remuneration Policy, an additional award is now being made as
explained in the 2025 Directors' Remuneration Report, to provide a total award
of 225% of base pay. Further details 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) .

 

The number of additional shares over which the nil-cost option is 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 initial grant (1,409 pence). The award will vest subject
to the vesting period and performance conditions as set out in the initial
award, which are 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 2025 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      11,977
 d)  Aggregated information

     Aggregated volume                        N/A

     Price
 e)  Date of the transaction                  22 December 2025
 f)  Place of the transaction                 Outside a trading venue

d)

Aggregated information

Aggregated volume

Price

 

N/A

e)

Date of the transaction

22 December 2025

f)

Place of the transaction

Outside a trading venue

 

 

 

Luke Thomas

 

Company Secretary, Softcat plc

22 December 2025

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