Adoption of New LTIP and Grant of Options

RNS Number : 8548P

Gear4music (Holdings) PLC

04 July 2025

4 July 2025

Gear4music (Holdings) plc

Adoption of New LTIP and Grant of Options

Gear4music (Holdings) plc ("Gear4music", "the Company" or "the Group"), the largest UK based online retailer of musical instruments and music equipment, announces that on 3 July 2025 it adopted a new long term incentive plan ("LTIP") with share awards to be made to the three executive directors of the Company, being key members of Gear4Music's management team and persons discharging managerial responsibilities ("PDMRs").

The Group's Remuneration Committee has made these awards so that the key people to lead the business into the future are appropriately incentivised in a manner that aligns with the interests of the Group's shareholders.

Under the new LTIP, Gear4music Limited, ("G4M Ltd"), a wholly owned subsidiary of the Company, will issue 200,000 'F' ordinary shares of one pence each ("F Shares"), which are non-voting, non-dividend, restricted shares to the relevant individuals. The initial subscription cost is paid by way of a cash bonus.

These F Shares will vest subject to achieving a £5 share price target in July 2028, at which point the F Shares can be exchanged on a one-for-one basis for new ordinary shares in the Company ("Ordinary Shares"). The vesting period of the new LTIP is over three years from the date of grant.

Further details of the new LTIP are as follows:

Financial year ending 31 March	Vesting date	Share price target	No. F Shares vesting
2028	24 July 2028	£5	200,000

The Group's executive directors (each of whom is also a PDMR) are participating in the new LTIP with details below:

Individual	Title / role	No. E Shares awarded
Gareth Bevan	Chief Executive Officer	100,000
Andrew Wass	Executive Chair	50,000
Chris Scott	Chief Financial Officer	50,000

The share awards made under the new LTIP would represent a maximum dilution of 1.0% of the Group's existing issued share capital, taking total dilution under existing schemes to 5.6% of the Group's fully diluted issued share capital.

ENDS

Enquiries:

Gear4music Andrew Wass, Executive Chair Gareth Bevan, Chief Executive Officer Chris Scott, Chief Financial Officer	+44 (0)20 3405 0205

Singer Capital Markets - Nominated Adviser and Sole Broker Peter Steel/Sam Butcher, Corporate Finance Tom Salvesen, Corporate Broking	+44 (0)20 7496 3000

Alma Strategic Communications - Financial PR Rebecca Sanders-Hewett Joe Pederzolli Sarah Peters	+44 (0)20 3405 0205 [email protected]

About Gear4music (Holdings) plc

Operating from a Head Office in York, Distribution Centres in York, Bacup, Sweden, Germany, Ireland & Spain, and showrooms in York, Bacup, Sweden & Germany, the Group sells own-brand musical instruments and music equipment alongside premium third-party brands including Fender, Yamaha and Roland, to customers ranging from beginners to musical enthusiasts and professionals, in the UK, Europe and the Rest of the World.

Having developed its own e-commerce platform, with multilingual, multicurrency websites delivering to over 190 countries, the Group continues to build its overseas presence.

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Gareth Bevan
2	Reason for the notification
a)	Position/status	Chief Executive Officer and PDMR
b)	Initial notification /Amendment	Initial
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Gear4music (Holdings) plc
b)	LEI	2138005H4W74HDGSFC49
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 £0.10 each

	Identification code	GB00BW9PJQ87

b)	Nature of the transaction	Issue of F Shares in subsidiary company under the Company's LTIP which, subject to achievement of certain performance criteria, on vesting can be exchanged for Ordinary Shares on a one-for-one basis.
c)	Price(s) and volume(s)
			Vesting date	Price	Volume(s)
			24 July 2028	£nil	100,000

d)	Aggregated information

	- Aggregated volume	100,000

	- Price	£nil

e)	Date of the transaction	3 July 2025
f)	Place of the transaction	Off-market transaction

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Andrew Wass
2	Reason for the notification
a)	Position/status	Executive Chair and PDMR
b)	Initial notification /Amendment	Initial
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Gear4music (Holdings) plc
b)	LEI	2138005H4W74HDGSFC49
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 £0.10 each

	Identification code	GB00BW9PJQ87

b)	Nature of the transaction	Issue of F Shares in subsidiary company under the Company's LTIP which, subject to achievement of certain performance criteria, on vesting can be exchanged for Ordinary Shares on a one-for-one basis.
c)	Price(s) and volume(s)
			Vesting date	Price	Volume(s)
			24 July 2028	£nil	50,000

d)	Aggregated information

	- Aggregated volume	50,000

	- Price	£nil

e)	Date of the transaction	3 July 2025
f)	Place of the transaction	Off-market transaction

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Chris Scott
2	Reason for the notification
a)	Position/status	Chief Financial Officer and PDMR
b)	Initial notification /Amendment	Initial
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Gear4music (Holdings) plc
b)	LEI	2138005H4W74HDGSFC49
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 £0.10 each

	Identification code	GB00BW9PJQ87

b)	Nature of the transaction	Issue of F Shares in subsidiary company under the Company's LTIP which, subject to achievement of certain performance criteria, on vesting can be exchanged for Ordinary Shares on a one-for-one basis.
c)	Price(s) and volume(s)
			Vesting date	Price	Volume(s)
			24 July 2028	£nil	50,000

d)	Aggregated information

	- Aggregated volume	50,000

	- Price	£nil

e)	Date of the transaction	3 July 2025
f)	Place of the transaction	Off-market transaction

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END

DSHUSSURVNUBRAR

TIDM	G4M
Share Price	270.00p-2.86%
Market Cap	£56.74m

Date	4 Jul 2025
Time	14:00:01
Category	Director/PDMR dealings
ID	8548P

TIDM	G4M
Share Price	270.00p-2.86%
Market Cap	£56.74m

Date	4 Jul 2025
Time	14:00:01
Category	Director/PDMR dealings
ID	8548P

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Adoption of New LTIP and Grant of Options