4 July 2025
Gear4music (Holdings) plc
Adoption of New LTIP and Grant of Options
Gear4music (Holdings) plc ("Gear4music", "the Company" or "the Group"), the largest UK based online retailer of musical instruments and music equipment, announces that on 3 July 2025 it adopted a new long term incentive plan ("LTIP") with share awards to be made to the three executive directors of the Company, being key members of Gear4Music's management team and persons discharging managerial responsibilities ("PDMRs").
The Group's Remuneration Committee has made these awards so that the key people to lead the business into the future are appropriately incentivised in a manner that aligns with the interests of the Group's shareholders.
Under the new LTIP, Gear4music Limited, ("G4M Ltd"), a wholly owned subsidiary of the Company, will issue 200,000 'F' ordinary shares of one pence each ("F Shares"), which are non-voting, non-dividend, restricted shares to the relevant individuals. The initial subscription cost is paid by way of a cash bonus.
These F Shares will vest subject to achieving a £5 share price target in July 2028, at which point the F Shares can be exchanged on a one-for-one basis for new ordinary shares in the Company ("Ordinary Shares"). The vesting period of the new LTIP is over three years from the date of grant.
Further details of the new LTIP are as follows:
| Financial year ending 31 March | Vesting date | Share price target | No. F Shares vesting |
| 2028 | 24 July 2028 | £5 | 200,000 |
The Group's executive directors (each of whom is also a PDMR) are participating in the new LTIP with details below:
| Individual | Title / role | No. E Shares awarded |
| Gareth Bevan | Chief Executive Officer | 100,000 |
| Andrew Wass | Executive Chair | 50,000 |
| Chris Scott | Chief Financial Officer | 50,000 |
The share awards made under the new LTIP would represent a maximum dilution of 1.0% of the Group's existing issued share capital, taking total dilution under existing schemes to 5.6% of the Group's fully diluted issued share capital.
ENDS
Enquiries:
| Gear4music Andrew Wass, Executive Chair Gareth Bevan, Chief Executive Officer Chris Scott, Chief Financial Officer | +44 (0)20 3405 0205 |
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| Singer Capital Markets - Nominated Adviser and Sole Broker Peter Steel/Sam Butcher, Corporate Finance Tom Salvesen, Corporate Broking | +44 (0)20 7496 3000
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| Alma Strategic Communications - Financial PR Rebecca Sanders-Hewett Joe Pederzolli Sarah Peters | +44 (0)20 3405 0205 Gear4music@almastrategic.com |
About Gear4music (Holdings) plc
Operating from a Head Office in York, Distribution Centres in York, Bacup, Sweden, Germany, Ireland & Spain, and showrooms in York, Bacup, Sweden & Germany, the Group sells own-brand musical instruments and music equipment alongside premium third-party brands including Fender, Yamaha and Roland, to customers ranging from beginners to musical enthusiasts and professionals, in the UK, Europe and the Rest of the World.
Having developed its own e-commerce platform, with multilingual, multicurrency websites delivering to over 190 countries, the Group continues to build its overseas presence.
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a)
| Name
| Gareth Bevan | ||||
| 2 | Reason for the notification | |||||
| a)
| Position/status | Chief Executive Officer and PDMR | ||||
| b)
| Initial notification /Amendment | Initial | ||||
| 3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a)
| Name
| Gear4music (Holdings) plc | ||||
| b)
| LEI
| 2138005H4W74HDGSFC49 | ||||
| 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 £0.10 each | ||||
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| Identification code | GB00BW9PJQ87 | |||||
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| b)
| Nature of the transaction | Issue of F Shares in subsidiary company under the Company's LTIP which, subject to achievement of certain performance criteria, on vesting can be exchanged for Ordinary Shares on a one-for-one basis.
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| c)
| Price(s) and volume(s) |
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| Vesting date | Price | Volume(s) |
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| 24 July 2028 | £nil | 100,000 |
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| d)
| Aggregated information | | ||||
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| - Aggregated volume | 100,000 | |||||
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| - Price | £nil | |||||
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| e)
| Date of the transaction | 3 July 2025 | ||||
| f) | Place of the transaction | Off-market transaction | ||||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a)
| Name
| Andrew Wass | ||||
| 2 | Reason for the notification | |||||
| a)
| Position/status | Executive Chair and PDMR | ||||
| b)
| Initial notification /Amendment | Initial | ||||
| 3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a)
| Name
| Gear4music (Holdings) plc | ||||
| b)
| LEI
| 2138005H4W74HDGSFC49 | ||||
| 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 £0.10 each | ||||
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| |||||
| Identification code | GB00BW9PJQ87 | |||||
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| b)
| Nature of the transaction | Issue of F Shares in subsidiary company under the Company's LTIP which, subject to achievement of certain performance criteria, on vesting can be exchanged for Ordinary Shares on a one-for-one basis.
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| c)
| Price(s) and volume(s) |
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| Vesting date | Price | Volume(s) |
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| 24 July 2028 | £nil | 50,000 |
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| d)
| Aggregated information | | ||||
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| - Aggregated volume | 50,000 | |||||
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| - Price | £nil | |||||
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| e)
| Date of the transaction | 3 July 2025 | ||||
| f) | Place of the transaction | Off-market transaction | ||||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a)
| Name
| Chris Scott | ||||
| 2 | Reason for the notification | |||||
| a)
| Position/status | Chief Financial Officer and PDMR | ||||
| b)
| Initial notification /Amendment | Initial | ||||
| 3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a)
| Name
| Gear4music (Holdings) plc | ||||
| b)
| LEI
| 2138005H4W74HDGSFC49 | ||||
| 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 £0.10 each | ||||
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| |||||
| Identification code | GB00BW9PJQ87 | |||||
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| b)
| Nature of the transaction | Issue of F Shares in subsidiary company under the Company's LTIP which, subject to achievement of certain performance criteria, on vesting can be exchanged for Ordinary Shares on a one-for-one basis.
| ||||
| c)
| Price(s) and volume(s) |
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| Vesting date | Price | Volume(s) |
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| 24 July 2028 | £nil | 50,000 |
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| d)
| Aggregated information | | ||||
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| - Aggregated volume | 50,000 | |||||
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| - Price | £nil | |||||
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| e)
| Date of the transaction | 3 July 2025 | ||||
| f) | Place of the transaction | Off-market transaction | ||||
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