REG - Trustpilot Group PLC - Share Buyback Programme

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RNS Number : 9072W  Trustpilot Group PLC  17 March 2026

 

17 March 2026

Trustpilot Group plc

 

Share Buyback Programme

 

Trustpilot Group plc ("Trustpilot" or the "Company") announces that it will
commence a share buyback programme of up to £22.5 million (the "Buyback
Programme"). The Buyback Programme will commence on the trading day
immediately following the date of completion of the share buyback programme
announced on 16 September 2025 (the "2025 Buyback Programme"). As previously
stated, the Company is committed to running an efficient balance sheet and
returning excess capital, not required for other priorities, to shareholders.

 

Purchases under the Buyback Programme will be conditional on compliance with
all legal and regulatory requirements.

 

Trustpilot has entered into an agreement with Deutsche Bank AG, London Branch
(trading for these purposes as Deutsche Numis) ("Deutsche Numis") to purchase
Trustpilot's Ordinary Shares up to a maximum aggregate consideration
(excluding expenses) of £22.5 million (which would amount to approximately
US$30 million at prevailing exchange rates) under the Buyback Programme.
Deutsche Numis will manage the purchases on a non-discretionary basis,
purchasing Ordinary Shares within certain pre-set parameters and making its
trading decisions independently of, and uninfluenced by, Trustpilot.

 

The purchase of Ordinary Shares, which may commence on the trading day
immediately following the date of completion of the 2025 Buyback Programme,
will be carried out on the London Stock Exchange and other trading venues and
in accordance with share purchase authorities granted to the Company by its
shareholders at the 2025 Annual General Meeting. Deutsche Numis will purchase
any Ordinary Shares as principal and simultaneously be deemed to execute
on-market sales of any Ordinary Shares so purchased to the Company in
accordance with the agreement.

 

The sole purpose of the Buyback Programme is to reduce the share capital of
Trustpilot. It is intended that all Ordinary Shares purchased under the
Buyback Programme will be cancelled.

 

The Buyback Programme will be conducted within certain pre-set parameters and
in accordance with the general authority to repurchase Ordinary Shares granted
by Trustpilot's shareholders at the 2025 Annual General Meeting (the
"Authority"), and with a future such authority, if granted by Trustpilot's
shareholders, that is expected to be put to the Company's 2026 Annual General
Meeting (the "2026 AGM") in the ordinary course (the "Proposed Authority"),
and with the EU Market Abuse Regulation (Regulation (EU) No 596/2014) and
Commission Delegated Regulation (EU) 2016/1052 (in each case as such
legislation forms part of Retained EU Law (as defined in the European Union
(Withdrawal) Act 2018)) as well as the applicable laws and regulations of the
UK Financial Conduct Authority.

 

The maximum number of Ordinary Shares that Trustpilot may purchase under the
Buyback Programme before expiry of the Authority, which occurs on the earlier
of the conclusion of the 2026 AGM and 20 August 2026, is equal to 41,292,409
(being the maximum number permitted under the Authority) less the number of
shares purchased under the Authority prior to the commencement the Buyback
Programme. The maximum number of Ordinary Shares that Trustpilot may purchase
under the Buyback Programme thereafter will be limited to the maximum number
of Ordinary Shares that Trustpilot is authorised to purchase under the
Proposed Authority, if granted by shareholders. The Buyback Programme shall
terminate upon the earliest to occur of the purchase by Deutsche Numis of such
maximum number of Ordinary Shares or of Ordinary Shares with a maximum
aggregate consideration (excluding expenses) of £22.5 million, or the latter
of the expiry of the Authority and, if the Proposed Authority is approved, 31
December 2026.

 

Trustpilot will announce any market repurchases of Ordinary Shares no later
than seven trading days following the date the repurchase occurred.

 

Enquiries

Trustpilot

Louise Bryant, Head of Investor Relations

investor.relations@trustpilot.com

+44 (0) 7813 210 809

 

Financial PR

Headland Consultancy

Stephen Malthouse

Rob Walker

Charlie Pepper

+44 (0) 73 1136 9861

 

 

About Trustpilot

Trustpilot began in 2007 with a simple yet powerful idea that is more relevant
today than ever - to be

the universal symbol of trust, bringing consumers and businesses together
through reviews. Trustpilot

is open, independent, and impartial - we help consumers make the right choices
and businesses to build trust, grow and improve.

 

Today, we have more than 361 million reviews with 160 billion annual Trustbox
impressions, and the numbers keep growing. We have more than 1,000 employees
and we're headquartered in Copenhagen, with operations in Amsterdam, Denver,
Edinburgh, Hamburg, London, Melbourne, Milan and New York.

 

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