Dolphin Drilling AS Attachment Disclosure Of Transactions By PDMRs
Dolphin Drilling AS Mandatory notification of trade – grant of share options to primary insiders
Oslo, 17 July 2026: Reference is made to the stock exchange announcements made by Dolphin Drilling AS (the "Company") on 1 December 2025 and 30 April 2026, regarding completion of extraordinary general meetings in the Company. The extraordinary general meetings resolved, among other things, to authorise the Company's board of directors (the "Board") to implement a long-term incentive scheme for key employees and other executive personnel of the Company, and to allow the granting of share options to the Board, respectively.
The Board has established a share option incentive plan for board members, management and key personnel (the "Option Plan"). The Option Plan is designed to align the interests of participants with the long-term interests of the Company and its shareholders by providing participants with an economic interest in the Company's development and value creation.
The Option Plan comprises up to 20,337,897 share options in total, corresponding to approximately 5% of the Company's total shares (fully diluted), allocated as follows: (i) 0.5% to each member of the Board; and (ii) the remainder to management and key personnel of the Company. Each option gives the option holder the right to subscribe or purchase one share in the Company at a strike price of NOK 2.50 per share, corresponding to the subscription price per share in the Company's private placement of new shares completed on 15 April 2026.
The share options vest over a period of two (2) years, in equal parts yearly, and will lapse 3 years after the expiry of the vesting period (counting from 16 July 2028). One-third of the options vest immediately upon grant (i.e., 16 July 2026), with a further one-third vesting on each of 16 July 2027 and 16 July 2028.
The Company has the right, in its discretion, to settle any vested share options by delivering shares to the participant or, alternatively, by making a cash payment to the participant equal to the excess of the fair market value per share at the time of exercise over the strike price, multiplied by the number of options exercised.
The issuance of new shares in the future for the purpose of the Option Plan is contingent on the Company having obtained sufficient mandates from the general meeting at the time of exercise. The Company shall endeavour to procure that sufficient mandates are obtained and upheld throughout the term of the Option Plan.
A total of 10,168,950 share options, corresponding to 2.5% of the Company's total shares (fully diluted), have been granted to the members of the Board pursuant to the Option Plan:
- Ronny Bjørnådal, chair of the Board, has been granted 2,033,790 share options.
- Tom Lileng, member of the Board, has been granted 2,033,790 share options.
- Pål Lothe Magnussen, member of the Board, has been granted 2,033,790 share options.
- Melissa Anthea Clare, member of the Board, has been granted 2,033,790 share options.
- Linn Katrine Høie, member of the Board, has been granted 2,033,790 share options.
Please see the enclosed statutory forms for further details.
In addition, the remaining share options under the Option Plan, corresponding to approximately 2.5% of the Company's total shares (fully diluted), are reserved for management and key personnel of the Company and are yet to be granted.
About Dolphin Drilling AS:
Dolphin Drilling AS is an Oslo listed, Aberdeen head-quartered, company which owns and operates a fleet of harsh environment mid-water & deep-water semisubmersible drilling rigs, capable of working worldwide.
This information is subject to disclosure requirements set out in the Market Abuse Regulation EU 596/2014 Article 19 and the Norwegian Securities Trading Act Section 5-12.