Pharos Energy Directors Awarded DSBP and LTIP Share Options Worth Millions of Shares at 25.1p Reference Price

Pharos Energy Confirms 25 June 2026 Grant Date for Executive Director Share Awards

Pharos Energy plc confirmed via a Regulatory News Service announcement dated 26 June 2026 that its Executive Directors received formal share award grants on 25 June 2026. The awards were made across two distinct remuneration structures: the Pharos Energy plc 2024 Deferred Share Bonus Plan and the company's Long-Term Incentive Plan. Both schemes involve nil-cost or nil-price options over ordinary shares of £0.05 each in the company, identified by ISIN code GB00B572ZV91.

The announcement constitutes a Person Discharging Managerial Responsibilities (PDMR) notification under UK market abuse regulations, requiring the company to publicly disclose details of transactions involving its directors' interests in the company's securities. All four individual transactions were classified as taking place outside a trading venue, as is standard for the administrative grant of share scheme awards rather than open-market purchases.

DSBP Allocations: How the 2025 Annual Bonus Deferral Was Calculated for Roe and Rivett

Under the Pharos Energy plc 2024 Deferred Share Bonus Plan, Katherine Roe was granted nil-cost options over 636,243 ordinary shares, whilst Sue Rivett received nil-cost options over 468,680 ordinary shares. The announcement states that the number of shares granted is equivalent to the relevant proportion of each director's 2025 annual bonus that was required to be deferred under the plan's rules. The calculation used the middle market quotation as derived from the Daily Official List on the dealing day immediately preceding the grant date, which the announcement confirms was £0.251 per share.

Subject to the rules of the DSBP, these awards will generally vest over two years from the date of grant. The use of a deferred share bonus mechanism is a well-established corporate governance tool that ties a portion of annual performance pay to the company's future share price performance, thereby reinforcing alignment between executive reward and sustained shareholder value. The announcement does not specify what proportion of each director's total 2025 bonus was deferred into the DSBP, nor does it disclose the absolute cash value of the underlying bonus awards; those figures were not provided in the announcement.

LTIP Awards: Scale of Long-Term Incentive Grants to the Chief Executive and Chief Financial Officer

Under the Long-Term Incentive Plan, Katherine Roe received nil-price options over 3,625,498 ordinary shares, representing the larger of the two LTIP grants disclosed. Sue Rivett received nil-price options over 2,521,147 ordinary shares. Combined, the two LTIP grants total 6,146,645 shares, representing a substantial quantum of potential future share issuance contingent on performance outcomes and continued employment.

At the £0.251 reference price used for the DSBP calculations, the Face Value of the LTIP awards — if that price were applied — would imply a combined notional value for both directors of approximately £1.54 million, though it should be noted that the announcement does not attach a formal face value to the LTIP grants, and actual outcomes will depend on the satisfaction of performance conditions and the prevailing share price at vesting. Investors should be aware that these awards do not represent cash or guaranteed remuneration, and their ultimate value remains contingent on both share price performance and the achievement of undisclosed performance criteria.

Three-Year Vesting Schedule and Two-Year Holding Period Under the LTIP Structure

The LTIP awards granted to both directors will generally vest over three years from the date of grant, which was 25 June 2026. This means the earliest the awards could ordinarily vest is in or around June 2029, assuming performance conditions are met and the directors remain in their respective roles. Following vesting, the announcement states that a subsequent two-year holding period applies, extending the total alignment period to approximately five years from grant.

The inclusion of a post-vesting holding period is consistent with best-practice corporate governance guidance from bodies such as the Investment Association and the UK Corporate Governance Code, which encourage executive remuneration structures that maintain meaningful shareholding requirements beyond the point of vesting. The specific performance conditions attached to the LTIP awards were not set out in this announcement; the company did not disclose this information in the announcement. Investors seeking detail on those conditions may find further information in Pharos Energy's remuneration report within its Annual Report and accounts.

Reference Share Price of £0.251 and Its Significance to the Award Calculations

The announcement specifies that the share price used to calculate the number of DSBP shares to be awarded was £0.251, described as the middle market quotation as derived from the Daily Official List on the dealing day immediately preceding the date of grant. This reference price serves as the denominator when converting a deferred cash bonus amount into a number of shares, meaning the quantum of shares awarded is inversely related to the share price: a lower share price results in more shares being awarded for the same deferred cash value.

The immediate share price impact of the award announcement was not clear from available public information. However, investors and analysts tracking Pharos Energy's share register will note that the award of a combined total of over 7.2 million shares across both schemes — if and when vested — would represent an incremental increase in the number of shares in issue, with potential dilutive implications for existing shareholders. The extent of any dilution will depend on whether the company issues new shares or satisfies awards from treasury shares at the time of vesting.

Katherine Roe's Total Award Package as Pharos Energy CEO

Katherine Roe, Chief Executive Officer of Pharos Energy, received the larger quantum of awards across both schemes. Her total award comprises 636,243 shares under the DSBP and 3,625,498 shares under the LTIP, giving a combined total of 4,261,741 shares across both plans. At the £0.251 reference price, these awards carry a combined notional face value in excess of £1.07 million, though again this figure is not stated in the announcement and the actual value at vesting will differ depending on future share price performance and performance condition outcomes.

Roe's DSBP award reflects the deferred portion of her 2025 annual bonus, which is understood to relate to the financial year ended 31 December 2025. Her LTIP award, meanwhile, is forward-looking and subject to a three-year performance assessment period commencing from the grant date. As CEO, Roe leads the company's strategy across its portfolio in Vietnam and Egypt, and her LTIP outcome will therefore be closely linked to the company's operational and financial delivery over the next three years.

Sue Rivett's CFO Award Breakdown Under DSBP and LTIP Schemes

Sue Rivett, Chief Financial Officer, received 468,680 shares under the DSBP and 2,521,147 shares under the LTIP, for a combined total of 2,989,827 shares across both plans. Her DSBP award likewise reflects the portion of her 2025 performance-related annual bonus that was required to be deferred into shares under the plan rules. As with the CEO, the CFO's LTIP award will vest over three years subject to performance conditions, with a further two-year holding period thereafter.

Rivett's awards are consistent with the structure applied to Roe, albeit at a scale commensurate with her position as CFO rather than CEO. The differential in award size between the two directors is not explained in the announcement beyond their respective roles; investors may note that remuneration policy typically sets award levels as a percentage of base salary, which would account for the variance. The company did not disclose individual salary figures or the specific percentage of salary applied to the LTIP grants in this announcement.

Pharos Energy's Business Context: Vietnam and Egypt Asset Base Underpins Award Rationale

Pharos Energy describes itself in the announcement as an independent energy company focused on delivering sustainable growth and returns to Stakeholders, with a portfolio of stable production, development and exploration assets in Vietnam and Egypt. The company characterises itself as cash generative with a robust Balance Sheet and an established platform for both organic and inorganic growth opportunities. This operational context is relevant to understanding the incentive structure underlying the LTIP awards, as performance conditions for such plans in the oil and gas sector typically include metrics related to total shareholder return, production targets, and financial returns.

The company is led by an experienced management team and remains listed on the Main Market of the London Stock Exchange. The grant of substantial long-term incentive awards to both executive directors at this point in the company's development may be interpreted by some investors as a signal of management's commitment to remaining with the business through its next phase of strategy execution. However, investors should note that share awards do not constitute a binding contractual guarantee of continued employment, and their vesting remains conditional on both performance and service conditions being satisfied.

Regulatory Compliance: PDMR Disclosure Obligations and MAR Transparency Requirements

The announcement was made in fulfilment of the company's obligations under the UK Market Abuse Regulation (MAR), which requires issuers to publicly disclose transactions conducted by persons discharging managerial responsibilities in the company's financial instruments. Each of the four transactions — two DSBP grants and two LTIP grants — is reported separately, with details including the nature of the transaction, the financial instrument involved, the price (nil in each case), the Volume of shares, the transaction date, and the location of the transaction.

The company's LEI (Legal entity Identifier) is confirmed in the announcement as 549300DDKLXYLLO4N524, and the ordinary shares carry the ISIN GB00B572ZV91. All transactions are classified as initial notifications rather than amendments, indicating that no prior disclosure had been made in relation to these specific grants. The disclosure was made by Tony Hunter, Company Secretary, who is listed as the contact point for further information. This regulatory transparency allows investors to monitor changes in director interests on a real-time basis.

Investor Considerations: Dilution, Vesting Timelines, and Future Performance Disclosures

For investors holding shares in Pharos Energy (PHAR), the key considerations arising from this announcement relate to potential future dilution, the alignment of executive and shareholder interests, and the eventual disclosure of LTIP performance conditions. The total number of shares subject to awards across both schemes for both directors stands at 7,251,568 shares. Whilst this represents a relatively modest number in the context of a listed company, investors will nonetheless wish to Factor potential issuance into their assessment of the company's fully diluted share count.

The two-year DSBP vesting schedule means the first Tranche of deferred bonus shares could begin to vest from around June 2028, whilst the LTIP shares — with their three-year vesting and two-year holding period — would not be freely transferable until approximately June 2031 under the current terms. Investors may be watching for the company's next operational update from its Vietnam and Egypt assets, as well as any further remuneration-related disclosures in Pharos Energy's forthcoming annual report, which would be expected to provide greater detail on the performance conditions governing the LTIP awards granted on 25 June 2026.