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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  Ordinary shares of GBP 0.01 each

      Identification Code                                          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  Ordinary shares of GBP 0.01 each

      Identification Code                                          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  Ordinary shares of GBP 0.01 each

      Identification Code                                          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  Ordinary shares of GBP 0.01 each

      Identification Code                                          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  Ordinary shares of GBP 0.01 each

      Identification Code

                                                                   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
                                                                                                                             ,4
                                                                                                                             44
 (d)  Aggregated information/Aggregated volume Price

                                                                   Price per share: GBP 2.029677

                                                                   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  Ordinary shares of GBP 0.01 each

      Identification Code                                          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  Ordinary shares of GBP 0.01 each

      Identification Code

                                                                   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
                                                                                                                             ,9
                                                                                                                             82
 (d)  Aggregated information/Aggregated volume Price

                                                                   Price per share: GBP 2.029677

                                                                   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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