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23 Jan 2026 13:00
23 January 2026
RWS Holdings plc
Notification and public disclosure of transactions by Persons Discharging Managerial Responsibilities ("PDMRs")
RWS Holdings plc ("RWS", the "Company"), a global AI solutions company, announces that options ("Options") over ordinary shares of 1 pence each in the Company ("Ordinary Shares") were granted under the RWS Holdings plc Long Term Incentive Plan ("LTIP") on 22 January 2026 to PDMRs as outlined below.
The Options were granted with an exercise price per Ordinary Share of nil.
PDMR | Position | No. of Shares under Option |
Benjamin Faes | Chief Executive Officer | 1,219,241 |
Joseph Ayala | Executive Vice President of Strategy and Corporate Affairs | 277,100 |
Jane Hyde | General Counsel and Company Secretary | 315,783 |
The extent to which the Options will vest will be dependent on the following metrics, each with a 50% weighting: (i) performance against adjusted earnings per share ("EPS") targets set in relation to a reference three year measurement period ending with the financial year ending 30 September 2028 ("FY 2028") with a sliding scale of vesting percentages from zero vesting for EPS of less than 17.0p to full vesting for EPS of 23.0p or more; and (ii) RWS's absolute total shareholder return ("TSR") performance over the three year period from 1 December 2025, with a sliding scale of vesting percentages from zero vesting at 10% TSR p.a. to full vesting at 40% TSR p.a. over the performance period.
The performance condition for the Options, which will be disclosed in detail in next year's Directors' Remuneration Report, provides for discretion to be retained by the Remuneration Committee to reduce the level of vesting that would apply (including to nil vesting) if it considers there has not been an underlying improvement in the financial performance of the Company over the performance period or to counter windfall gains.
The Options have a normal vesting date of the third anniversary of the grant date and will ordinarily be forfeited in the event of cessation of employment ahead of the vesting date.
The Options granted to Benjamin Faes are subject to a holding period condition under which any shares acquired under the Options (net of sales for tax and national insurance) must be retained until at least the fifth anniversary of the grant date.
Once vested, Options ordinarily will remain exercisable in respect of their vested shares until the tenth anniversary of the award's grant date.
This announcement is made in accordance with Article 19(3) of the EU Market Abuse Regulation 596/2014 (as incorporated into UK domestic law by the European Union (Withdrawal) Act 2018).
For further information, please contact:
RWS Holdings plc Andrew Brode, Interim Chairman Benjamin Faes, Chief Executive Officer |
01628 410100 |
MHP (Financial PR advisor) Katie Hunt / Eleni Menikou |
rws@mhpgroup.com 020 3128 8100 07884 494112 |
Deutsche Numis (Nomad & Joint Broker) Stuart Skinner / William Wickham
|
020 7260 1000
|
Berenberg (Joint Broker) Ben Wright / Toby Flaux / Mike Burke / Milo Bonser |
020 3207 7800
|
About RWS:
RWS is a global AI solutions company empowering the world's most trusted enterprise AI.
Our proprietary Cultural Intelligence Layer, powered by 250,000 data specialists, cultural and language experts and deep domain professionals, backed by 45+ patents, makes enterprise AI culturally fluent, contextually accurate and secure, ensuring every interaction reflects a brand's tone, context and customer values.
Through our Generate, Transform and Protect segments, we deliver intelligent content, enterprise knowledge, large-scale localisation and IP protection for global growth. Trusted by 80+ of the world's top 100 brands, RWS provides the confidence, governance and expertise organisations need to deploy AI safely, responsibly and at scale.
Headquartered in the UK, RWS is listed on AIM (RWS.L).
For further information, please visit: www.rws.com.
1
| Details of the person discharging managerial responsibilities / person closely associated
| ||||
a)
| Name
| 1. Benjamin Faes 2. Joseph Ayala 3. Jane Hyde
| |||
2
| Reason for the notification
| ||||
a)
| Position/status
| 1. Chief Executive Officer 2. Executive Vice President of Strategy and Corporate Affairs 3. General Counsel and Company Secretary
| |||
b)
| Initial notification /Amendment
| Initial Announcement | |||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| ||||
a)
| Name
| RWS Holdings plc | |||
b)
| LEI
| 213800YGBGTTSKUVK111 | |||
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 1p each
| |||
GB00BVFCZV34 | |||||
Identification code | |||||
b)
| Nature of the transaction
| Grant of nil cost options under the RWS Holdings plc Long Term Incentive Plan.
| |||
c)
| Price(s) and volume(s) | ||||
Price(s) | Volume(s) | ||||
1. Nil 2. Nil 3. Nil
| 1. 1,219,241 2. 277,100 3. 315,783
| ||||
d)
| Aggregated information | ||||
- Aggregated volume | 1,812,124 | ||||
- Price | Nil | ||||
e)
| Date of the transaction
| 2026-01-22 | |||
f)
| Place of the transaction
| Outside of a trading venue | |||
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