Director/PDMR Shareholding.

S4 CAPITAL PLC

("S4 Capital" or the "Company")

Notification of transactions by a Person Discharging Managerial Responsibilities ("PDMR")

The Company announces that the Nomination and Remuneration Committee made the following conditional awards (the "LTIP Awards") under the Company's Employee Share Ownership Plan (the "ESOP") to Persons Discharging Managerial Responsibility ("PDMR") of the Company, being Radhika Radhakrishnan, Wesley Ter Haar, Jean-Benoit Berty, Bruno Lambertini, Caroline Kowall and James Kinney.  No consideration was paid for the grant of the awards.

The LTIP Awards comprises an equal amount of market priced options over ordinary shares of 25 pence each ("Shares") in the Company (the "Options") and a conditional share award over the same number of Shares.  The Options are exercisable at a price of 35.69 pence per share. 

The LTIP Awards were made on 8 May 2024 based on a price of 35.69 pence per share (equivalent to the 30-day volume weighted average price per Share on 2^nd January 2025, being the date determined by the Remuneration and Nomination Committee to base all long-term incentive awards made in 2025 on).  The vesting of the LTIP Awards is subject to the continued employment of the PDMR, malus and clawback provisions and the satisfaction of performance conditions set by the Nomination and Remuneration Committee and normally vests on the later of the third anniversary of the date of grant and the determination of the performance conditions. For Executive Directors, the LTIP Awards is then subject to an additional two-year holding period.  The LTIP Awards are being issued to incentivise the key executive leaders in the Company and ensure their interests are fully aligned with those of shareowners. 

In addition, in accordance with the terms of Radhika Radhakrishnan's appointment, the Company granted a conditional share award over 568,990 shares in the Company (the "New Hire Award") under the ESOP to Radhika Radhakrishnan.  The New Hire Award will vest on the second anniversary of its issue or later, subject to the Company's determination that the applicable performance conditions have been satisfied. The New Hire Award is not subject to a holding period.

The New Hire Award is being issued to ensure Radhika has a significant share interest in the Company which aligns with the other executive directors and shareowners more generally, while being subject to the achievement of certain performance conditions. 

This notification is made under Article 19(1) of the EU Market Abuse Regulation 596/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"). The information set out below is provided in accordance with the requirements of Article 19(3) of MAR.

Jean-Benoit Berty

Bruno Lambertini

Caroline Kowall

James Kinney

Wesley ter Haar

Tim Maw
Deputy Company Secretary
+44 (0) 20 3793 0003