MLG Oz Executive Director Murray Leahy Converts 1.35 Million 2023 Performance Rights into Shares

Full Conversion of Murray Leahy's 2023 Performance Rights Tranche on 1 July 2026

MLG Oz Limited informed the market on 2 July 2026 that executive director Murray Leahy exercised all of his 2023 performance rights tranche, converting 1,353,877 rights into an equal number of fully paid ordinary shares. The conversion took place on 1 July 2026, one day before the company update was lodged with the ASX by company secretary Phil Mirams.

The 2023 performance rights, which expire on 3 November 2028, were exercised prior to expiry, indicating that the applicable vesting conditions had been satisfied. No consideration was paid, consistent with the typical structure of performance rights plans where shares are issued upon meeting predefined performance or service criteria without additional cost.

White Sand Enterprises Pty Ltd: The Entity Holding Leahy's Indirect Shares

The 1,353,877 newly issued shares, together with Mr Leahy’s existing indirect holdings in MLG Oz, are registered under White Sand Enterprises Pty Ltd. The company update confirms Mr Leahy is the sole shareholder and director of White Sand Enterprises Pty Ltd, retaining full beneficial ownership and voting rights over all securities held by this entity.

This arrangement is a common and legally recognised method for senior executives and directors to hold securities through private entities for purposes such as estate planning, tax management, or administrative convenience. The use of such a vehicle does not change Mr Leahy’s underlying economic interest, and all holdings have been disclosed in compliance with ASX Listing Rule 3.19A.2 and Section 205G of the Corporations Act.

Changes in Leahy’s MLG Oz Security Holdings Before and After the Transaction

Before the 1 July 2026 transaction, Mr Leahy directly held 72,969,163 fully paid ordinary shares and indirectly held 2,496,320 shares via White Sand Enterprises Pty Ltd. His indirect performance rights holdings included 1,353,877 (2023 tranche), 1,150,571 (2024 tranche, expiring 6 November 2029), and 1,041,234 (2025 tranche, expiring 5 November 2030).

After exercising the 2023 tranche, Mr Leahy’s direct shareholding remains at 72,969,163 shares, while his indirect ordinary shares increased to 3,850,197, reflecting the addition of the newly issued shares to White Sand Enterprises Pty Ltd. The 2023 performance rights tranche has been fully extinguished, with the 2024 and 2025 tranches still active and retaining their respective expiry dates.

Nil Consideration Exercise and Its Effect on the Share Register

The exercise of performance rights at nil consideration means no cash was exchanged with MLG Oz for the 1,353,877 new shares issued to Mr Leahy’s associated entity. This is standard for performance rights, where the economic benefit is delivered through share issuance upon meeting performance or service conditions, differing from employee share options that may require a purchase price.

From a share registry perspective, issuing 1,353,877 new shares modestly increases MLG Oz’s total shares on issue. Investors should consider this when evaluating the company’s fully diluted share count. The company did not disclose the total shares on issue post-conversion in this update; investors are advised to consult MLG Oz’s latest capital structure disclosures for that information.

Remaining Performance Rights Tranches Maintain Leahy’s Incentives Through 2030

With the 2023 tranche fully exercised, Mr Leahy retains two performance rights tranches: 1,150,571 rights under the 2024 plan (expiry 6 November 2029) and 1,041,234 rights under the 2025 plan (expiry 5 November 2030), both held indirectly through White Sand Enterprises Pty Ltd.

These remaining tranches suggest ongoing performance or service conditions apply to determine if and when these rights convert into shares. The combined face value of approximately 2.19 million potential shares aligns Mr Leahy’s long-term remuneration closely with MLG Oz’s performance over the coming years. Specific vesting conditions for these tranches were not disclosed in this update.

No Closed Period Trading Issues: Clearance Not Required for This Exercise

The company confirmed that the securities involved in the 1 July 2026 transaction were not traded during a closed period requiring prior written clearance. This is a key compliance confirmation, as ASX-listed companies and their directors are subject to strict trading windows restricting share dealings around earnings releases, material events, or other sensitive disclosures.

While exercising vested performance rights results in new share issuance, it is generally treated differently from on-market trading under company securities policies. The explicit confirmation in the Appendix 3Y filing that no closed period trading occurred ensures compliance transparency and removes any doubts about the timing of the exercise.

Context Within MLG Oz’s Executive Remuneration Strategy

Performance rights are a common long-term incentive mechanism among ASX-listed companies, designed to align senior executives’ and directors’ interests with shareholders by deferring remuneration and linking it to company performance or continued service over multiple years. MLG Oz’s approach, with staggered 2023, 2024, and 2025 tranches expiring as late as 2030, reflects this strategy.

Mr Leahy’s decision to exercise the 2023 tranche now, rather than letting it lapse nearer the November 2028 expiry, indicates the vesting conditions were met. Whether these were performance-based, service-based, or a combination was not specified. Investors seeking detailed terms should review MLG Oz’s latest remuneration report or long-term incentive plan documents.

Murray Leahy’s Total MLG Oz Shareholding After the Transaction

Following the 1 July 2026 exercise, Mr Leahy’s combined direct and indirect ordinary shareholding totals 76,819,360 shares — comprising 72,969,163 shares held directly and 3,850,197 shares held indirectly via White Sand Enterprises Pty Ltd. This represents a significant equity stake consistent with a founder-aligned or long-serving senior director with substantial vested interest.

The size of Mr Leahy’s holding means any future changes—through performance rights exercises, market transactions, or other means—are likely to draw attention from institutional and retail investors as indicators of insider confidence in the company’s outlook. The immediate share price impact of this announcement was not evident from publicly available information.

Investor Considerations Regarding Leahy’s Remaining Performance Rights

With two performance rights tranches still outstanding, investors should watch for future Appendix 3Y filings from Mr Leahy indicating further exercises or changes in holdings. The 2024 tranche (1,150,571 rights, expiring November 2029) and 2025 tranche (1,041,234 rights, expiring November 2030) represent potential share issuances that could affect the company’s diluted share count, subject to vesting conditions.

Director transactions like this provide one insight among many for sophisticated investors assessing management confidence and alignment. The systematic conversion of vested performance rights by a senior director at nil cost is a routine governance event. However, the scale of Mr Leahy’s holdings and MLG Oz’s structured remuneration framework highlight the leadership’s strong financial commitment to long-term shareholder outcomes. The next key developments to monitor include any further Appendix 3Y filings from Mr Leahy or other directors signaling changes in the company’s leadership equity structure.