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On 1 July 2026, XPS Pensions Group plc granted nominal-cost and nil-cost options over Ordinary Shares to three Directors and PDMRs: Ben Bramhall, Paul Cuff, and Snehal Shah. Under the Performance Share Plan, Ben Bramhall and Paul Cuff each received 244,006 options (0.05p cost), and Snehal Shah received 168,218 options (0.05p cost), with these vesting on 1 July 2029 subject to performance conditions. Additionally, under the Deferred Share Bonus Plan, Ben Bramhall and Paul Cuff each received 45,827 nil-cost options, and Snehal Shah received 12,678 nil-cost options, vesting on 1 July 2028.
| Date | 3 Jul 2026 |
| Time | 14:06:21 |
| Category | Director/PDMR dealings |
| ID | 0289L |
3 July 2026
XPS Pensions Group plc
(the "Company")
TRANSACTIONS BY DIRECTORS / PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES
XPS announces that, on 1 July 2026, Ben Bramhall (Co-Chief Executive Officer), Paul Cuff (Co-Chief Executive Officer) and Snehal Shah (Chief Financial Officer), all Directors and persons discharging managerial responsibilities ("PDMRs"), were granted awards under the Company's Performance Share Plan ("PSP"), and under the Company's Deferred Share Bonus Plan ("DSBP") as set out below.
Performance Share Plan - The value of the PSP awards was calculated by reference to the price of an ordinary share on 30 June 2026, being 307.75p. The awards were made in the form of nominal-cost options which will generally become exercisable on the third anniversary of the date of grant, subject to the satisfaction of the following performance targets: (1) 70% of the awards are subject to an Earnings Per Share (EPS) growth target whereby 25% vests for compounded annual growth (CAG) of 5% and 100% vests for CAG of 10% (with vesting on a straight-line basis for performance between 5% and 10% CAG and no vesting for performance below 5% CAG); (2) 20% of the awards are subject to a relative Total Shareholder Return (TSR) target whereby 25% vests for median ranking and 100% vests for upper quartile ranking (with vesting on a straight-line basis for performance between median and upper quartile ranking and no vesting for a ranking below median), the TSR Comparator Group consists of the constituents of the FTSE 250 Index (excluding investment trusts); and (3) 10% of the awards are subject to a performance measure relating to reducing the Company's CO2 emissions (scope 1 and 2), whereby 25% vests for 20% reduction in emissions / number of employees and 100% vests for 30% reduction in emissions / number of employees (with vesting on a straight-line basis for reduction between 20% and 30% and no vesting for a reduction less than 20%).
Deferred Share Bonus Plan - The value of the DSBP awards was calculated by reference to the price of an ordinary share on 26, 29 and 30 June 2026 (averaged), being 308.25p. The options will vest on the second anniversary of the date of grant, in accordance with and subject to the DSBP plan rules.
Once vested, the options will be exercisable until the tenth anniversary of the date of grant.
Further details are set out in the below notification, made in accordance with the requirements of the UK Market Abuse Regulation.
|
1. |
Details of PDMR/person closely associated with them ('PCA') |
|||||
|
a) |
Name |
Benjamin Bramhall |
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|
b) |
Position/status |
Co-Chief Executive Officer / PDMR |
||||
|
c) |
Initial notification/ amendment |
Initial notification |
||||
|
2. |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
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|
a) |
Name |
XPS Pensions Group plc |
||||
|
b) |
LEI |
2138004Y8OBPJEAACJ11 |
||||
|
3. |
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 transaction(s) has been conducted |
|||||
|
a) |
Description of the financial instrument |
Ordinary shares of 0.05 pence each ("Ordinary Shares")
ISIN: GB00BDDN1T20
|
||||
|
b) |
Nature of the transaction |
Grant of nominal-cost options over Ordinary Shares under the XPS Pensions Group plc Performance Share Plan, which will vest on 1 July 2029, subject to the satisfaction of performance conditions. |
||||
|
c) |
Price(s) and volume(s) |
|
||||
|
d) |
Aggregated information
Aggregated volume Price |
n/a (single transaction)
|
||||
|
e) |
Date of the transaction |
1 July 2026 |
||||
|
f) |
Place of the transaction
|
n/a |
||||
|
1. |
Details of PDMR/person closely associated with them ('PCA') |
|||||
|
a) |
Name |
Paul Cuff |
||||
|
b) |
Position/status |
Co-Chief Executive Officer / PDMR |
||||
|
c) |
Initial notification/ amendment |
Initial notification |
||||
|
2. |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||
|
a) |
Name |
XPS Pensions Group plc |
||||
|
b) |
LEI |
2138004Y8OBPJEAACJ11 |
||||
|
3. |
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 transaction(s) has been conducted |
|||||
|
a) |
Description of the financial instrument |
Ordinary shares of 0.05 pence each ("Ordinary Shares")
ISIN: GB00BDDN1T20
|
||||
|
b) |
Nature of the transaction |
Grant of nominal-cost options over Ordinary Shares under the XPS Pensions Group plc Performance Share Plan, which will vest on 1 July 2029, subject to the satisfaction of performance conditions. |
||||
|
c) |
Price(s) and volume(s) |
|
||||
|
d) |
Aggregated information
Aggregated volume Price |
n/a (single transaction)
|
||||
|
e) |
Date of the transaction |
1 July 2026 |
||||
|
f) |
Place of the transaction
|
n/a |
||||
|
1. |
Details of PDMR/person closely associated with them ('PCA') |
|||||
|
a) |
Name |
Snehal Shah |
||||
|
b) |
Position/status |
Chief Financial Officer / PDMR |
||||
|
c) |
Initial notification/ amendment |
Initial notification |
||||
|
2. |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||
|
a) |
Name |
XPS Pensions Group plc |
||||
|
b) |
LEI |
2138004Y8OBPJEAACJ11 |
||||
|
3. |
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 transaction(s) has been conducted |
|||||
|
a) |
Description of the financial instrument |
Ordinary shares of 0.05 pence each ("Ordinary Shares")
ISIN: GB00BDDN1T20
|
||||
|
b) |
Nature of the transaction |
Grant of nominal-cost options over Ordinary Shares under the XPS Pensions Group plc Performance Share Plan, which will vest on 1 July 2029, subject to the satisfaction of performance conditions. |
||||
|
c) |
Price(s) and volume(s) |
|
||||
|
d) |
Aggregated information
Aggregated volume Price |
n/a (single transaction)
|
||||
|
e) |
Date of the transaction |
1 July 2026 |
||||
|
f) |
Place of the transaction
|
n/a
|
||||
|
1. |
Details of PDMR/person closely associated with them ('PCA') |
|||||
|
a) |
Name |
Benjamin Bramhall |
||||
|
b) |
Position/status |
Co-Chief Executive Officer / PDMR |
||||
|
c) |
Initial notification/ amendment |
Initial notification |
||||
|
2. |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||
|
a) |
Name |
XPS Pensions Group plc |
||||
|
b) |
LEI |
2138004Y8OBPJEAACJ11 |
||||
|
3. |
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 transaction(s) has been conducted |
|||||
|
a) |
Description of the financial instrument |
Ordinary shares of 0.05 pence each ("Ordinary Shares")
ISIN: GB00BDDN1T20
|
||||
|
b) |
Nature of the transaction |
Grant of nil-cost options over Ordinary Shares under the XPS Pensions Group plc Deferred Share Bonus Plan, which will vest on 1 July 2028. |
||||
|
c) |
Price(s) and volume(s) |
|
||||
|
d) |
Aggregated information
Aggregated volume Price |
n/a (single transaction)
|
||||
|
e) |
Date of the transaction |
1 July 2026 |
||||
|
f) |
Place of the transaction
|
n/a |
||||
|
1. |
Details of PDMR/person closely associated with them ('PCA') |
|||||
|
a) |
Name |
Paul Cuff |
||||
|
b) |
Position/status |
Co-Chief Executive Officer / PDMR |
||||
|
c) |
Initial notification/ amendment |
Initial notification |
||||
|
2. |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||
|
a) |
Name |
XPS Pensions Group plc |
||||
|
b) |
LEI |
2138004Y8OBPJEAACJ11 |
||||
|
3. |
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 transaction(s) has been conducted |
|||||
|
a) |
Description of the financial instrument |
Ordinary shares of 0.05 pence each ("Ordinary Shares")
ISIN: GB00BDDN1T20
|
||||
|
b) |
Nature of the transaction |
Grant of nil-cost options over Ordinary Shares under the XPS Pensions Group plc Deferred Share Bonus Plan, which will vest on 1 July 2028. |
||||
|
c) |
Price(s) and volume(s) |
|
||||
|
d) |
Aggregated information
Aggregated volume Price |
n/a (single transaction)
|
||||
|
e) |
Date of the transaction |
1 July 2026 |
||||
|
f) |
Place of the transaction
|
n/a |
||||
|
1. |
Details of PDMR/person closely associated with them ('PCA') |
|||||
|
a) |
Name |
Snehal Shah |
||||
|
b) |
Position/status |
Chief Financial Officer / PDMR |
||||
|
c) |
Initial notification/ amendment |
Initial notification |
||||
|
2. |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||
|
a) |
Name |
XPS Pensions Group plc |
||||
|
b) |
LEI |
2138004Y8OBPJEAACJ11 |
||||
|
3. |
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 transaction(s) has been conducted |
|||||
|
a) |
Description of the financial instrument |
Ordinary shares of 0.05 pence each ("Ordinary Shares")
ISIN: GB00BDDN1T20
|
||||
|
b) |
Nature of the transaction |
Grant of nil-cost options over Ordinary Shares under the XPS Pensions Group plc Deferred Share Bonus Plan, which will vest on 1 July 2028. |
||||
|
c) |
Price(s) and volume(s) |
|
||||
|
d) |
Aggregated information
Aggregated volume Price |
n/a (single transaction)
|
||||
|
e) |
Date of the transaction |
1 July 2026 |
||||
|
f) |
Place of the transaction
|
n/a
|
||||
-Ends-
For further information, contact:
|
XPS Group |
|
|
Sarah Rixon Group Company Secretary |
+44 118 918 5265 / [email protected] |
Notes to Editors:
XPS Group is a leading consulting and administration business focused on UK pension schemes and insurers. XPS combines expertise, insight and technology to address the needs of over 1,300 pension schemes and their sponsoring employers on an ongoing and project basis, also providing advice and administration to UK insurance companies. We undertake pensions administration for c. 1.2 million members and provide advisory services to schemes and corporate sponsors in respect of schemes of all sizes, including 83 with assets over £1bn.