Director/PDMR Shareholding
26/03/2026 16:10
RNS Number : 3248Y
Trustpilot Group PLC
26 March 2026
Trustpilot Group plc ("Trustpilot" or the "Company")
Notification of Transactions by Persons Discharging Managerial Responsibilities ("PDMRs) and Persons Closely Associated with them
Vesting of 2023 awards under the Trustpilot Group plc Long Term Incentive Plan (the "LTIP")
The Company announces that on 24 March 2026, the following shares, noted in table 1 below, were released to each of the PDMRs listed following the partial vesting of awards granted in 2023 under the LTIP. A portion of the shares awarded to each of the PDMRs was then sold automatically to cover each PDMR's applicable tax and fee liabilities in respect of the vesting of the share awards. The remaining shares are subject to a two-year post-vesting holding period.
Only existing ordinary shares sourced via the Company's Employee Benefit Trust were used to satisfy these awards.
The awards were granted in 2023 as conditional awards based on the following performance conditions:
- The vesting of 75 per cent. of such awards (the "TSR Part") was subject to the Company's total shareholder return ("TSR") performance over a three-year period that commenced on the date of grant, relative to the TSR performance over the same period of the constituents of the FTSE 250 Index (excluding investment trusts and the Company). One quarter of the TSR Part would vest for median ranking performance and thereafter on a straight-line basis to full vesting of the TSR Part for upper quartile ranking (or better) relative TSR performance; and
- The vesting of 25 per cent. of such awards (the "Trust Measure Part") was subject to targets set for the average of the trust performance measures taken at the end of 2023, 2024 and 2025 respectively. One quarter of the Trust Measure Part would vest for threshold performance (average trust score of 4.0), rising on a straight-line basis to full vesting for stretch performance (average trust rating of 4.4) or better.
As an additional condition, a term of the performance conditions included that no part of such LTIP awards would vest unless the remuneration committee of the Company's board of directors (the "Remuneration Committee") was satisfied as to overall Company performance over the period until vesting, and, as required by the UK Corporate Governance Code, the Remuneration Committee would retain a power to moderate the vesting levels from awards if this was appropriate in all of the circumstances, including consideration of shareholder experience.
The Remuneration Committee completed its assessment of the extent to which the award's performance conditions were satisfied and concluded as follows: the Company's TSR over the performance period was in the upper quartile relative to the comparator group, therefore 100 per cent. of the TSR Part would vest; and the trust performance measures achieved an outturn of 4.17, resulting in a 56.6 per cent. vesting of the Trust Measure Part. The overall vesting percentage in respect of the total grant, was, therefore, 89.2 per cent. and the Remuneration Committee confirmed this assessment outcome.
Table 1:
| PDMR | Position | Total number of LTIP awards granted in 2023 | Vesting Percentage | Shares vested | Shares sold to cover applicable tax and fee liabilities | Total Vested Shares subject to a two-year holding period |
| Hanno Damm | Chief Financial Officer | 764,766 | 89.2% | 681,789 | 256,552 | 425,237 |
| Peter Mühlmann | Founder and Non-Executive Director* | 999,213 | 89.2% | 890,798 | 4,447 | 886,351 |
| 1. | Details of the person discharging managerial responsibilities /person closely associated with them (PCA) | |||
| (a) | Name | Hanno Damm | ||
| 2. | Reason for the notification | |||
| (a) | Position/status | Chief Financial Officer - PDMR | ||
| (b) | Initial notification/amendment | Initial Notification | ||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||
| (a) | Name | Trustpilot Group plc | ||
| (b) | LEI | 2138002ILUNMGNPSGG46 | ||
| 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 Identification Code | Ordinary shares of GBP 0.01 each GB00BNK9TP58 | ||
| (b) | Nature of the transaction | Vesting of award granted in 2023 under The Trustpilot Group plc Long Term Incentive Plan. Following vesting, there is a requirement to retain the vested shares for a period of two additional years during which the PDMR is not entitled to sell the shares or otherwise deal with them, other than a sale to cover the tax and fee liabilities arising on vesting. | ||
| (c) | Price(s) and volume(s) | Price(s) | Volume(s) | |
| GBP nil | 681,789 | |||
| (d) | Aggregated information/Aggregated volume Price | n/a single transaction | ||
| (e) | Date of the transaction | 2026-03-24 | ||
| (f) | Place of the transaction | Outside a trading venue | ||
| 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 Identification Code | Ordinary shares of GBP 0.01 each GB00BNK9TP58 | ||
| (b) | Nature of the transaction | Sale of shares to cover the applicable tax and fees arising on the vesting of an award made in 2023 under the Trustpilot Group plc Long Term Incentive Plan | ||
| (c) | Price(s) and volume(s) | Price(s) | Volume(s) | |
| GBP 2.010468 each | 256,552 | |||
| (d) | Aggregated information/Aggregated volume Price | Price per share: GBP 2.010468 Volume: 256,552 Total: GBP 515,789.59 | ||
| (e) | Date of the transaction | 2026-03-24 | ||
| (f) | Place of the transaction | London Stock Exchange (XLON) | ||
| 1. | Details of the person discharging managerial responsibilities /person closely associated with them (PCA) | |||
| (a) | Name | Peter Mühlmann | ||
| 2. | Reason for the notification | |||
| (a) | Position/status | Non-Executive Director - PDMR | ||
| (b) | Initial notification/amendment | Initial Notification | ||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||
| (a) | Name | Trustpilot Group plc | ||
| (b) | LEI | 2138002ILUNMGNPSGG46 | ||
| 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 Identification Code | Ordinary shares of GBP 0.01 each GB00BNK9TP58 | ||
| (b) | Nature of the transaction | Vesting of award granted in 2023 under The Trustpilot Group plc Long Term Incentive Plan. Following vesting, there is a requirement to retain the vested shares for a period of two additional years during which the PDMR is not entitled to sell the shares or otherwise deal with them, other than a sale to cover the tax and fee liabilities arising on vesting. | ||
| (c) | Price(s) and volume(s) | Price(s) | Volume(s) | |
| GBP nil | 890,798 | |||
| (d) | Aggregated information/Aggregated volume Price | n/a single transaction | ||
| (e) | Date of the transaction | 2026-03-24 | ||
| (f) | Place of the transaction | Outside a trading venue | ||
| 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 Identification Code | Ordinary shares of GBP 0.01 each GB00BNK9TP58 | ||
| (b) | Nature of the transaction | Sale of shares to cover the applicable tax and fees arising on the vesting of an award made in 2023 under the Trustpilot Group plc Long Term Incentive Plan | ||
| (c) | Price(s) and volume(s) | Price(s) | Volume(s) | |
| GBP 2.010468 each | 4,447 | |||
| (d) | Aggregated information/Aggregated volume Price | Price per share: GBP 2.010468 Volume: 4,447 Total: GBP 8,940.55 | ||
| (e) | Date of the transaction | 2026-03-24 | ||
| (f) | Place of the transaction | London Stock Exchange (XLON) | ||