Director/PDMR Shareholding

Trustpilot

07/04/2026 08:31

RNS Number : 4435Z

Trustpilot Group PLC

07 April 2026

 

7 April 2026

TRUSTPILOT GROUP PLC

Notification of Transactions by Persons Discharging Managerial Responsibilities ("PDMRs") and Persons Closely Associated with them

Grant of Long Term Incentive Plan and Deferred Share Bonus Plan Awards

Vesting of 2023 Deferred Share Bonus Awards

Long Term Incentive Plan Award

Trustpilot Group plc (the "Company") announces that on 1 April 2026, the following award over ordinary shares of £0.01 each in the Company was granted under the Trustpilot Group plc Long Term Incentive Plan (the "LTIP") to the following person discharging managerial responsibilities:

Participant
Position
No. of Shares under Award
Adrian Blair
Chief Executive Officer
901,634

 

The award was granted as a conditional award and will ordinarily vest on 1 April 2029, subject to the grantee's continued service and the Remuneration Committee's assessment of the extent to which the award's performance conditions are satisfied.

The vesting of 75 per cent. of such award (the "Relative TSR Part") is subject to the Company's total shareholder return ("TSR") performance over a three-year period that commenced on 1 April 2026 relative to the TSR performance over the same period of the constituents of the FTSE 250 Index (excluding investment trusts and the Company) as at 1 April 2026. One quarter of the Relative TSR Part will vest for median ranking performance, rising on a straight-line basis to full vesting of the Relative TSR Part for upper quartile ranking (or better) relative TSR performance.

The vesting of 25 per cent. of such award (the "EPS Part") is subject to targets set for growth in adjusted earnings per share ("Adjusted EPS"). One quarter of the EPS Part will vest for an Adjusted EPS over the measurement period of 30% compound annual growth rate ("CAGR"), rising on a straight-line basis to full vesting of the EPS Part for an Adjusted EPS over the measurement period of 45% CAGR (or better). 

As an additional condition, a term of the performance conditions include that no part of such LTIP award will vest unless the Remuneration Committee is satisfied as to overall Company performance over the period until vesting, and, as required by the UK Corporate Governance Code, the Remuneration Committee will retain a power to moderate the vesting level of the award if this is appropriate in all of the circumstances, including consideration of shareholder experience.

The award is subject to a two-year post-vesting holding period.

The following notifications, made pursuant to Article 19 of the UK Market Abuse Regulation, provide further details.

1.
Details of PDMR/person closely associated with them (PCA)
(a)
Name
Adrian Blair
2.
Reason for the notification
(a)
Position/status
Chief Executive Officer
(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
Grant of a conditional award under the Trustpilot Group plc Long Term Incentive Plan
(c)
Price(s) and volume(s)
Price(s)
Volume(s)
Nil
901,634
(d)
Aggregated information/Aggregated volume Price
n/a
(e)
Date of the transaction
2026-04-01
(f)
Place of the transaction
Outside of a trading venue

 

Deferred Share Bonus Plan Awards

The Company also announces that on 1 April 2026, conditional awards over ordinary shares of £0.01 each in the Company were made under the Trustpilot Group plc Deferred Share Bonus Plan ("DSBP") to the persons discharging managerial responsibilities:

 

PDMR
Position
Number of shares under Award
Adrian Blair
Chief Executive Officer
83,416
Hanno Damm
Chief Financial Officer
45,866

The DSBP awards relates to the deferral of 25% of the bonus achieved for financial year 2025 being awarded as a DSBP award for such individuals.

The vesting date for the DSBP awards will normally be two years from the date of award and the awards will be settled by the transfer of existing ordinary shares of the Company (other than treasury shares).

For both the LTIP and the DSBP, the number of shares under the awards was calculated using the three-month average share price to 1 April 2026, being the date of Remuneration Committee approval of the grants.

The notification set out below is provided in accordance with the requirements of Article 19 of the UK Market Abuse Regulation

 

1.
Details of the PDMR /person closely associated with them (PCA)
(a)
Name
Adrian Blair
2.
Reason for the notification
(a)
Position/status
Chief Executive Officer
(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
Grant of a conditional award under the Trustpilot Group plc Deferred Share Bonus Plan
(c)
Price(s) and volume(s)
Price(s)
Volume(s)
Nil
83,416
(d)
Aggregated information/Aggregated volume Price
n/a
(e)
Date of the transaction
2026-04-01
(f)
Place of the transaction
Outside a trading venue

 

1.
Details of the PDMR /person closely associated with them (PCA)
(a)
Name
Hanno Damm
2.
Reason for the notification
(a)
Position/status
Chief Financial Officer
(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
Grant of a conditional award under the Trustpilot Group plc Deferred Share Bonus Plan
(c)
Price(s) and volume(s)
Price(s)
Volume(s)
Nil
45,866
(d)
Aggregated information/Aggregated volume Price
n/a
(e)
Date of the transaction
2026-04-01
(f)
Place of the transaction
Outside a trading venue

 

Vesting of DSBP Awards granted in 2024

Also on 1 April 2026, as shown in the table below ordinary shares of £0.01 each in the Company were acquired for nil consideration by each of the PDMRs listed in respect of the vesting of DSBP awards granted in 2024.  A sufficient number of such shares were then sold automatically to cover each PDMR's applicable tax and fee liabilities associated with the vesting of the awards.

Only existing ordinary shares sourced via the Company's Employee Benefit Trust were used to satisfy these awards.

 

PDMR
Position
Total number of shares acquired
Number of shares sold to cover applicable tax and fee liabilities
Adrian Blair
Chief Executive Officer
22,142
10,444
Hanno Damm
Chief Financial Officer
29,577
10,982

 

The relevant notifications set out below are provided in accordance with the requirements of Article 19 of the UK Market Abuse Regulation.

 

1.
Details of the person discharging managerial responsibilities /person closely associated with them (PCA)
(a)
Name
Adrian Blair
2.
Reason for the notification
(a)
Position/status
Chief Executive 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 conditional award granted in 2024 under The Trustpilot Group plc Deferred Share Bonus Plan.
(c)
Price(s) and volume(s)
Price(s)
Volume(s)
GBP nil
22,142
(d)
Aggregated information/Aggregated volume Price
n/a single transaction
(e)
Date of the transaction
2026-04-01
(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 a conditional award made in 2024 under the Trustpilot Group plc Deferred Share Bonus Plan
(c)
Price(s) and volume(s)
Price(s)
Volume(s)
GBP 2.029677 each
10,444
(d)
Aggregated information/Aggregated volume Price
Price per share: GBP2.029677
Volume: 10,444
Total: GBP 21,197.95
(e)
Date of the transaction
2026-04-01
(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
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 conditional award granted in 2024 under The Trustpilot Group plc Deferred Share Bonus Plan.
(c)
Price(s) and volume(s)
Price(s)
Volume(s)
GBP nil
29,577
(d)
Aggregated information/Aggregated volume Price
n/a single transaction
(e)
Date of the transaction
2026-04-01
(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 a conditional award made in 2024 under the Trustpilot Group plc Deferred Share Bonus Plan
(c)
Price(s) and volume(s)
Price(s)
Volume(s)
GBP 2.029677 each
10,982
(d)
Aggregated information/Aggregated volume Price
Price per share: GBP2.029677
Volume: 10,982
Total: GBP 22,289.91
(e)
Date of the transaction
2026-04-01
(f)
Place of the transaction
London Stock Exchange (XLON)


 

 

Enquiries:

Trustpilot

Louise Bryant, Head of Investor Relations

+44 (0) 7813 210 809

 

Financial PR

Headland Consultancy

Stephen Malthouse

Rob Walker

Charlie Pepper

+44 (0)73 1136 9861

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