Key Highlights

• 3i Group plc (LSE:III) disclosed awards of ordinary shares and cash-settled notional share awards to nine directors and PDMRs under the Deferred Bonus Plan 2020 on 1 June 2026.

• B Sottomayor received the largest award: 146,425 ordinary shares under the Deferred Bonus Plan plus an additional 18,477 shares under the Special Share Award Plan, the latter subject to performance conditions.

• S A Borrows was granted 70,411 shares; K J Dunn received 41,716; J G Hatchley 32,121; J Marie 25,864; A Lissaman 23,917; J H Halai 22,646.

• Two PDMRs — R Collins (24,169 notional shares) and P Wirtz (21,522 notional shares) — received cash-settled awards referencing notional share numbers rather than actual share grants.

• All awards were granted at nil consideration, disclosed under UK Market Abuse Regulation Article 19, and are not open-market share purchases.

Company and RNS Summary

Introduction — Why This RNS Matters

On 1 June 2026, 3i Group plc (LSE:III) published a Director/PDMR Shareholding announcement under UK Market Abuse Regulation (MAR) Article 19. The filing disclosed the grant of share awards and cash-settled notional share awards to seven directors and persons discharging managerial responsibilities (PDMRs) under the 3i Group Deferred Bonus Plan 2020, as well as an additional performance share award to one individual under the 3i Group Special Share Award Plan.

This type of filing is a mandatory transparency disclosure required by UK MAR. Companies must notify both the market and the FCA whenever a director or PDMR receives, buys, sells or otherwise transacts in the company's shares or related financial instruments. The purpose of the rule is to ensure that all market participants are aware of dealings by those who have access to inside information — the people closest to the running of the business.

It is critical for investors reading this announcement to understand what kind of transaction is being disclosed. These are not open-market share purchases, in which a director uses personal funds to buy shares at the prevailing market price. They are share awards — grants made under long-term incentive or deferred bonus plans, at nil consideration (i.e. for free, within the terms of the relevant employee share plan). The awards come with conditions attached and are a standard component of executive remuneration at most large listed UK companies.

Understanding the distinction between plan awards and open-market purchases is essential to correctly interpreting what this RNS tells investors about insider sentiment and management alignment with shareholders.

Company Background: 3i Group plc (LSE:III)

3i Group plc is one of the United Kingdom's most established listed investment companies, with a primary listing on the London Stock Exchange under the ticker III. The company is a constituent of the FTSE 100 index and operates as an international investor in private equity and infrastructure.

3i's business model centres on investing in mid-market private companies across Northern Europe and North America, with a particular focus on businesses that have strong competitive positions, capable management teams and significant potential for value creation through active ownership. The company's flagship private equity portfolio is anchored by its investment in Action, the European variety discount retailer, which has been one of the most successful value-creation stories in European private equity over the past decade.

In addition to private equity, 3i manages infrastructure investments through 3i Infrastructure plc, a separately listed vehicle in which 3i holds a significant stake. The group's combination of private equity and infrastructure activities positions it at the intersection of two significant asset classes that attract institutional capital from pension funds, sovereign wealth vehicles and insurance companies globally.

3i's revenue and profitability are largely driven by the value of its investment portfolio, the realisations it achieves on asset sales and the carry it earns on investment performance. This makes the company's financials intrinsically linked to the private equity cycle, portfolio company performance and broader asset valuations. The company is managed by a relatively compact but highly experienced senior leadership team, making PDMR-level share plan disclosures relevant indicators of the key personnel within the organisation.

What the RNS Said — Plain-English Summary

The 1 June 2026 RNS disclosed two distinct categories of share-plan activity at 3i Group, both transacted on 1 June 2026.

The first category covers Restricted Share Awards under the 3i Group Deferred Bonus Plan 2020. Seven individuals who are directors or PDMRs of 3i Group received grants of awards over ordinary shares (ISIN: GB00B1YW4409) with a nominal value of 73 19/22p each. These are equity-settled awards — if and when they vest, the recipients will receive actual shares in 3i Group. The consideration paid for all of these awards was nil, meaning the recipients did not pay anything to receive the grants.

Two further individuals — R Collins and P Wirtz — received cash-settled awards under the same Deferred Bonus Plan 2020. Their awards are referenced to notional share numbers but will be settled in cash, by reference to the value of 3i Group shares at the time of settlement, rather than through delivery of actual shares. These are sometimes described as phantom share awards.

The second category covers Performance Share Awards under the 3i Group Special Share Award Plan. One individual, B Sottomayor, received an award over 18,477 ordinary shares under this plan. Crucially, the RNS specifies that these Performance Share Awards are 'subject to performance conditions', distinguishing them from the Deferred Bonus Plan awards which are restricted rather than performance-tested.

All awards were made at nil consideration and the place of the transactions was London. Each of the individuals notified 3i Group of the changes to their interests on 1 June 2026, in compliance with their MAR obligations.

The Most Important Details

The precise share award figures disclosed in the 1 June 2026 RNS for 3i Group plc (LSE:III) are set out below. Investors should note the distinction between ordinary share awards (equity-settled), cash-settled notional share awards and performance-conditioned awards.

• S A Borrows: 70,411 ordinary shares awarded under Deferred Bonus Plan 2020 (nil consideration)

• K J Dunn: 41,716 ordinary shares awarded under Deferred Bonus Plan 2020 (nil consideration)

• J H Halai: 22,646 ordinary shares awarded under Deferred Bonus Plan 2020 (nil consideration)

• J G Hatchley: 32,121 ordinary shares awarded under Deferred Bonus Plan 2020 (nil consideration)

• A Lissaman: 23,917 ordinary shares awarded under Deferred Bonus Plan 2020 (nil consideration)

• J Marie: 25,864 ordinary shares awarded under Deferred Bonus Plan 2020 (nil consideration)

• B Sottomayor: 146,425 ordinary shares awarded under Deferred Bonus Plan 2020 (nil consideration) PLUS 18,477 shares under Special Share Award Plan (performance conditions apply)

• R Collins: 24,169 notional shares (cash-settled award) under Deferred Bonus Plan 2020

• P Wirtz: 21,522 notional shares (cash-settled award) under Deferred Bonus Plan 2020

• All awards: nil consideration; place of transaction: London; share ISIN: GB00B1YW4409

Deferred Bonus Plans vs Open-Market Purchases: Key Distinction for III Investors

One of the most important things investors should understand about this RNS is the distinction between a plan-based award and an open-market share purchase. When a director or PDMR buys shares on the open market using their own money, that is typically regarded as a strong signal of personal conviction in the company's prospects — the individual is voluntarily putting capital at risk at the current market price. The market often interprets such purchases positively.

The awards disclosed in this RNS are categorically different. They are grants made pursuant to the 3i Group Deferred Bonus Plan 2020 — an employee share incentive scheme approved by shareholders and designed to align management incentives with longer-term value creation. The individuals receive these awards as part of their total remuneration package, not as a discretionary personal investment. The nil consideration reflects the fact that these are compensation awards, not purchases.

Deferred bonus plans typically work by converting a portion of an executive's annual bonus into share awards that vest after a period of time (commonly two or three years), often subject to the executive remaining employed. This deferral mechanism is designed to encourage a longer-term focus and to provide clawback opportunities if problems emerge after the bonus was earned. Awards can be forfeited if the executive leaves before vesting or in specified circumstances.

The cash-settled awards received by R Collins and P Wirtz are economically linked to the 3i Group share price but do not involve actual share delivery. This approach is sometimes used for individuals who are based in jurisdictions where equity delivery is complex, or for other administrative reasons determined by the company's remuneration structure.

B Sottomayor's additional award under the Special Share Award Plan is subject to performance conditions, making it a more clearly performance-linked element of remuneration — the shares will only vest in full (or at all) if specified performance targets are met. This is a common feature of long-term incentive plans for senior executives at listed companies.

Why Investors May Be Watching III

3i Group (LSE:III) is one of the most distinctive businesses in the FTSE 100 because its net asset value and earnings are heavily influenced by the performance of its private equity portfolio, particularly its holding in Action. The company's share price tends to track investor sentiment about the health of the private equity sector, the performance of Action's retail operations across European markets, and the broader willingness of capital markets to attribute value to unlisted assets.

PDMR-level share plan awards, while not open-market purchases, do serve as a reminder that 3i's senior leadership team has a significant proportion of their personal wealth linked to the 3i Group share price through the accumulation of vested share awards over time. This structural alignment between management and shareholders is a feature that many investors regard positively when assessing the governance of listed investment companies.

The scale of individual awards — particularly B Sottomayor's combined grant of 146,425 deferred bonus shares and 18,477 performance shares — is significant in nominal share terms, although the ultimate value to the individual will depend on the share price at the time of vesting and on the performance conditions being met.

Investors tracking III shares will be monitoring the progress of the private equity portfolio more broadly, including any developments at Action or other portfolio companies, as these operational outcomes are likely to be far more material drivers of the 3i Group share price than the PDMR award disclosures themselves.

Market Context

UK Market Abuse Regulation Article 19 requires directors, PDMRs and their closely associated persons to notify both the company and the FCA of transactions in the company's shares or related financial instruments within three business days of the transaction date. This is a cornerstone of UK financial market transparency law, designed to ensure that all investors have timely awareness of the dealings of those with privileged access to corporate information.

The disclosure covers all manner of transactions, including open-market purchases and sales, awards under employee share plans, exercise of options, the release or lapse of awards, and dealings in derivatives or financial instruments related to the company's shares. Grants under deferred bonus plans and long-term incentive plans fall squarely within this disclosure obligation, which is why 3i Group is required to publish this RNS even though no money changed hands and no shares were bought on the open market.

From a market context perspective, annual rounds of share plan awards in late May or early June are common at many large UK listed companies, coinciding with the completion of the financial year, the finalisation of annual bonus outcomes and the grant of new plan cycles. Investors who follow UK stock market news regularly will recognise these patterns in RNS filings from FTSE companies throughout the year.

The disclosure of awards across nine individuals at once reflects the structured nature of 3i's incentive programmes. Multiple PDMRs at different levels within the organisation receive grants simultaneously as part of the annual plan cycle, with award sizes varying by seniority and role. This is standard practice for FTSE 100 companies with formal long-term incentive and deferred bonus architectures.

Industry Context

In the listed private equity and investment company sector, management remuneration structures are particularly closely scrutinised by investors. Unlike operating companies where executive pay might be primarily benchmarked against sector peers in specific industries, investment company pay is often tied to fund performance metrics such as total return, net asset value growth and realised investment performance.

3i Group's use of a Deferred Bonus Plan alongside a Special Share Award Plan reflects a multi-layered incentive structure that is common among sophisticated investment managers. The deferred bonus element encourages retention and aligns part of the annual bonus with medium-term share performance, while the performance share plan provides an additional long-term incentive directly tied to meeting specific operational targets.

For investors assessing corporate governance at 3i Group, the key questions around these disclosures relate to the appropriateness of award levels relative to salary and overall remuneration, the rigorousness of the performance conditions attached to the Special Share Award Plan, and the overall alignment between management incentives and long-term shareholder value creation. These matters are addressed in detail in the company's annual report and remuneration committee reports.

The investment company sector in the UK operates under specific regulatory frameworks, including those applicable to Alternative Investment Fund Managers under the AIFMD regulations as implemented in UK law post-Brexit. The remuneration structures of AIFMs are subject to specific rules around deferral, pay-out in financial instruments and variable pay caps that influence how companies like 3i structure their PDMR awards.

Potential Opportunities

For investors monitoring 3i Group plc (LSE:III), the primary investment opportunity associated with this business lies in its private equity portfolio rather than in the PDMR share awards themselves. That said, the share plan structure does create some indirect signals worth noting.

The fact that 3i Group operates a structured deferred bonus plan with multi-year vesting suggests that senior management are expected to hold significant equity stakes over time, creating direct alignment between their financial interests and those of outside shareholders. As awards from successive annual cycles vest over a period of years, PDMRs' accumulated shareholdings in 3i Group tend to grow, deepening this alignment.

For the Special Share Award element granted to B Sottomayor, the existence of performance conditions means that the award provides direct incentive to achieve specific targets — which, if meaningful and demanding, can drive the kind of sustained value creation that benefits all shareholders. Investors who assess executive incentive structures as part of their investment process may view performance-conditioned share awards more positively than simple time-vested restricted stock.

The broader investment opportunity in 3i Group shares relates to the quality and performance trajectory of the private equity portfolio, the discount or premium at which the shares trade relative to net asset value, and the company's track record of identifying, investing in and realising value from businesses like Action. These are the investment fundamentals that drive the long-term case for holding III shares.

Key Risks and Uncertainties

Investors in 3i Group plc (LSE:III) face a range of risks specific to the listed private equity and investment company structure, independent of any share plan award disclosures.

The primary risk is concentration risk in the private equity portfolio. 3i's financials and share price are heavily influenced by the performance of Action, its largest portfolio holding. Any deterioration in Action's retail performance — whether driven by competitive dynamics, economic slowdown, consumer spending shifts or execution challenges — would materially affect 3i's net asset value and, in turn, its share price.

More broadly, private equity valuations are inherently subject to significant judgement and can fluctuate with market conditions. The carrying values of unlisted assets in 3i's portfolio are determined by management rather than market pricing, creating inherent uncertainty for outside investors assessing the true intrinsic value of the portfolio.

From a plan-specific perspective, the share awards disclosed on 1 June 2026 are not yet shares in the hands of the PDMRs. They are awards that must vest before the individuals receive any benefit. If performance conditions are not met, performance share awards may lapse without vesting. If individuals leave the company before vesting, deferred bonus awards may be forfeited. These contingencies mean the disclosed award numbers do not straightforwardly translate into immediate increases in PDMR shareholdings.

Currency risk is also relevant for a company like 3i with significant European investments — movements in sterling against the euro can affect the sterling-equivalent value of the portfolio and, therefore, reported net asset value per share.

What Could Move the III Share Price Next

A PDMR share award disclosure under MAR Article 19 is not typically a share price catalyst in itself. The market understands that plan-based awards are part of normal executive remuneration and do not represent new information about the company's financial prospects.

The catalysts most likely to move 3i Group shares in the near term are those related to portfolio performance. Any announcement from Action — or, indirectly, any market data on European retail performance in the sectors where Action operates — will be closely watched. Updates to the carrying value of portfolio companies in interim or annual results announcements would similarly attract market attention.

3i's own interim management statements, half-year results and annual results announcements are the primary scheduled events through which the market receives material updates on portfolio valuations, realisation activity and the total return generated for shareholders. Any upgrades or downgrades to consensus net asset value estimates following these announcements could drive share price movement in either direction.

Macro factors — including European economic growth, consumer confidence trends, private equity exit market conditions and the availability of leveraged finance for buyout transactions — also influence sentiment towards 3i Group shares. Changes in the interest rate environment, which affect both the cost of portfolio company debt and the discount rates used in private equity valuations, are particularly relevant.

Investors are encouraged to monitor all RNS announcements from 3i Group and to read the company's full annual and interim reports, which provide detailed analysis of the investment portfolio and remuneration structures.

Long-Term Outlook

3i Group plc has built a strong long-term track record as a listed private equity and infrastructure investor, delivering substantial value to shareholders over the decades since its founding. The company's focus on the mid-market segment, its disciplined investment process and its proven ability to create value through active ownership have established it as one of the leading investment companies on the London Stock Exchange.

The deferred bonus and performance share plan structure disclosed in the 1 June 2026 RNS is part of the ongoing framework through which 3i aligns the interests of its senior management with those of long-term shareholders. By deferring a portion of bonus into shares and adding performance conditions to certain awards, the company creates incentives that are oriented towards sustainable value creation rather than short-term performance metrics.

Looking ahead, 3i's long-term investment thesis rests on the continued strong performance of its portfolio — particularly Action, which has expanded aggressively across European markets — and its ability to deploy capital into new investments that generate attractive returns over a three-to-five year investment horizon. The quality of the management team, as reflected in the seniority and depth of those receiving plan awards, is a key determinant of the group's ability to identify and execute on these opportunities.

Investors with a long-term outlook on the UK stock market and listed private equity will likely regard 3i as a distinctive vehicle offering exposure to European mid-market private equity through the transparency and liquidity of a FTSE 100 listed structure.

Conclusion

3i Group plc (LSE:III) has published a Director/PDMR Shareholding announcement disclosing the grant of share awards under the 3i Group Deferred Bonus Plan 2020 to seven directors and PDMRs, plus cash-settled notional awards to two further PDMRs. B Sottomayor also received 18,477 performance shares under the 3i Group Special Share Award Plan, subject to performance conditions. All awards were granted at nil consideration on 1 June 2026.

These awards are a standard component of executive remuneration under long-term incentive and deferred bonus plan structures, disclosed under UK MAR Article 19 as required. They are not open-market share purchases and should not be interpreted as a discretionary insider buying signal. The performance conditions on B Sottomayor's Special Share Award element provide a direct performance-linked incentive aligned with shareholder value creation.

Investors following 3i Group should focus primarily on the operational performance of the company's private equity portfolio and on forthcoming results announcements for material investment insights. Readers are encouraged to review the full RNS, 3i Group's most recent annual report and any subsequent company announcements before making any decisions regarding III shares.