THG PLC (THG) has disclosed that its founder and executive chairman Matthew Moulding transferred 25,000,000 ordinary voting shares from his family investment company FIC Shareco Limited to family members, friends, and The Moulding Foundation on 20 October 2026, at a price of 35p per share. The transaction, conducted outside of a trading venue, was notified to the company on 22 October 2026 in accordance with the UK Disclosure Guidance and Transparency Rules and the UK Market Abuse Regulation. Following the transfer, Moulding's direct voting rights in THG fell from approximately 20.24 per cent to 18.72 per cent, representing 307,078,116 ordinary voting shares. Investors may be watching the implications of this redistribution for the company's shareholder structure.

Key Points

  • THG PLC (THG) — UK-listed e-commerce and consumer brands group
  • Matthew Moulding transferred 25,000,000 ordinary voting shares via FIC Shareco Limited to family, friends and The Moulding Foundation on 20 October 2026 at 35p per share
  • Moulding's voting rights fell from 20.24% to 18.72%; total equity interest including unlisted ordinary shares remains approximately 24% on a fully diluted basis
  • Investors should watch whether any subsequent sales occur after the 12-month lock-up period expires

FIC Shareco Distributes 25 Million THG Shares to Family and The Moulding Foundation

FIC Shareco Limited, Moulding's Guernsey-registered family investment company, transferred the 25,000,000 ordinary voting shares of £0.005 each — identified under ISIN GB00BMTV7393 — in a single transaction on 20 October 2026. Of these, 500,000 shares were acquired specifically by The Moulding Foundation, with the remainder distributed to family members and friends. The transaction was carried out outside of a trading venue, as disclosed in the TR-1 standard form filing submitted to THG on 22 October 2026 and published on 23 October 2026. The company confirmed both filings constitute initial notifications under the DTR.

Lock-Up Undertakings Restrict Sales for Minimum 12-Month Period

All recipients — including The Moulding Foundation and Moulding's family members — have each undertaken not to sell the transferred shares for a minimum period of 12 months. The announcement states that, should any recipient subsequently wish to sell, those shares must be sold back to Matthew Moulding or FIC Shareco Limited rather than on the open market. The Moulding Foundation last sold shares in THG in June 2022 to fund charitable community projects, at which point Moulding purchased those shares from the Foundation at 82.44p per share, providing TMF with £2.5 million of additional funds. The disclosure states that TMF remains well-funded for at least 12 months with no need to raise further capital.

Moulding Retains Approximately 24% Equity Interest in THG on Fully Diluted Basis

Despite the transfer reducing his direct voting rights percentage, Matthew Moulding's total equity interest in THG remains significant. The announcement confirms his overall position equates to 429,268,204 shares, representing approximately 24 per cent on a fully diluted basis. This comprises 307,078,116 ordinary voting shares and 122,190,088 unlisted ordinary shares. Of the voting shares, 22,326,196 are held directly and 284,751,920 indirectly through FIC Shareco Limited, corresponding to 1.36 per cent and 17.36 per cent of voting rights respectively, as reported under DTR 5.

THG's Charitable Foundation Involvement Underlines Governance Disclosure Requirements

THG is a Manchester-headquartered global e-commerce technology and consumer brands business operating across nutrition, beauty, and wellness sectors. The involvement of The Moulding Foundation as a person closely associated with a person discharging managerial responsibilities triggers formal regulatory disclosure obligations under the UK Market Abuse Regulation. The company's general counsel and company secretary, James Pochin, is listed as the point of contact for enquiries. The 12-month lock-up commitment and the right of first refusal back to Moulding or FIC provide a structural mechanism limiting potential market overhang from the transferred shares in the near term.