Pengana Capital Group CEO Russel Pillemer Purchases 75,810 Shares On-Market for $74,075

Russel Pillemer’s On-Market Acquisition of 75,810 PCG Shares for $74,075

As per the company’s ASX filing, Pengana Capital Group CEO Russel Craig Pillemer acquired 75,810 fully paid ordinary shares in PCG on 30 June 2026, paying a total of $74,075.46. The transaction was an on-market purchase, meaning the shares were bought through regular exchange trading rather than via a Placement, option exercise, or other off-market method.

The average price per share in this transaction was approximately $0.977, although the filing does not clarify whether the shares were bought at a single price or over multiple trades during the day. The purchase was executed through MRJ Capital Pty Limited, a holding vehicle through which Pillemer indirectly holds PCG securities. Following this acquisition, MRJ Capital Pty Limited’s PCG shareholding increased from 312,384 to 388,194 shares.

MRJ Capital Pty Limited’s Role in Pillemer’s Broader PCG Holdings

Russel Pillemer’s PCG interests are held through a complex but disclosed structure involving multiple entities. According to the Appendix 3Y notice, prior to this transaction, his direct and indirect holdings included shares registered under his name and through RC Pillemer Pty Limited, Pillemer Family Holdings Pty Limited, and MRJ Capital Pty Limited—the latter being the entity used for the 30 June 2026 acquisition. Additionally, Gleneagle Securities Nominees Pty Limited acts as Custodian for Pillemer personally as well as for RC Pillemer Pty Limited and Pillemer Family Holdings Pty Limited.

It is important for investors to distinguish between these holding structures. The notice clarifies that changes in PCG’s own interest—which contribute to Pillemer’s deemed relevant interest under the Corporations Act—do not necessarily mean Pillemer personally bought or sold shares, nor do they reflect changes in securities over which he holds an economic interest. However, the 30 June 2026 transaction represents a genuine acquisition of new shares through MRJ Capital Pty Limited, funded by $74,075.46 in cash.

Pillemer’s Aggregate PCG Shareholding Across Entities After the Purchase

Post-acquisition, the notice details Pillemer’s total holdings across all entities. Russel Craig Pillemer personally holds 1,285,642 PCG shares, all classified as Secured Shares held via the Gleneagle Securities Nominees custodian arrangement. RC Pillemer Pty Limited holds 8,672,876 PCG shares, also entirely Secured Shares under the same custodian. Pillemer Family Holdings Pty Limited owns 11,693,732 PCG shares, of which 10,722,732 are Secured Shares held through the custodian, with the remainder held directly by the entity.

MRJ Capital Pty Limited—the entity used for the recent purchase—now holds 388,194 PCG shares after adding the 75,810 shares. Gleneagle Securities Nominees Pty Limited, acting as custodian for the various Pillemer-related entities, holds a total of 20,681,250 PCG shares. Separately, Pengana Capital Group Limited itself holds 4,164,331 PCG shares, in which Pillemer is deemed to have a relevant interest due to his ownership of more than 20% of PCG’s issued voting shares, as required by section 205G of the Corporations Act.

Pillemer’s Premium Exercise Price Options and Expiry Dates

In addition to his shareholdings, Russel Pillemer holds a significant number of Premium Exercise Price Options in PCG. As disclosed previously and in this update, these options remain unchanged following the share acquisition, which involved only ordinary shares. Pillemer holds 3,143,770 Premium Exercise Price Options with an exercise price of $1.46 each, expiring on 30 June 2029, and 2,410,831 options at $1.54 each, expiring on 30 June 2030.

These options provide additional exposure to PCG’s share price performance over the coming years. Whether they are in or out of the money depends on PCG’s Market Price relative to the exercise prices at or before expiry. No new option grants or changes to existing terms were reported in this update. The retention of these options alongside the on-market share purchase highlights Pillemer’s comprehensive economic alignment with the company’s performance.

Understanding Director Interest Movements via the Pengana Staff Loan Share Plan

The Appendix 3Y notice explains how Pillemer’s deemed relevant interest in PCG can fluctuate without personal share transactions. Movements in PCG’s own interest—which affect Pillemer’s deemed holding—occur when shares are issued or cancelled under the Pengana Staff Loan Share Plan or when voluntary Escrow periods on these shares end.

This disclosure is important for investors interpreting director interest notices from Pengana Capital Group, indicating that not all changes in Pillemer’s disclosed interest reflect his personal investment decisions. However, the 30 June 2026 transaction is clearly identified as an on-market purchase, distinct from movements related to the Staff Loan Share Plan. The company explicitly notes that changes in PCG’s own shareholdings do not imply that Pillemer personally bought or sold shares or shares over which he holds an economic interest.

Secured Shares and the Gleneagle Securities Custodian Arrangement

A large portion of Pillemer’s PCG shares are classified as Secured Shares held through Gleneagle Securities Nominees Pty Limited acting as custodian. The notice states that Gleneagle Securities Nominees holds 20,681,250 PCG shares as custodian across Pillemer personally, RC Pillemer Pty Limited, and Pillemer Family Holdings Pty Limited. The Secured Shares designation is typical in director share loan arrangements, where shares may be pledged as security against loans used to acquire them.

The update does not provide further details on the loan terms or indicate any changes to these arrangements. Investors should note that Secured Shares may carry different risks compared to unencumbered shares and this status can affect a director’s ability to trade or transfer shares freely. No changes to Secured Shares were reported in this update.

Implications of the Closed Period Disclosure on the Timing of Pillemer’s Purchase

The Appendix 3Y notice confirms that the shares acquired on 30 June 2026 were not traded during a closed period requiring prior written clearance. This compliance-related disclosure under ASX Listing Rules indicates the transaction occurred during an open trading window under PCG’s securities dealing policy.

This distinction is significant for investors, as it shows the purchase was not subject to special regulatory exemptions or approvals that might complicate interpretation. An on-market purchase made during an open trading window by a director who is also CEO is generally viewed as a straightforward expression of confidence in the company’s value or outlook, although investors should consider such transactions alongside broader business and financial factors.

Pengana Capital Group’s Role as an ASX-Listed Fund Manager

Pengana Capital Group Limited is an ASX-listed investment management firm offering a variety of active Equity strategies to retail and institutional clients across domestic and international markets. Russel Pillemer serves as CEO and is one of the company’s largest individual shareholders, with combined direct, indirect, and deemed relevant interests representing a substantial stake in PCG’s Issued Capital.

The company’s business model focuses on managing funds across multiple asset classes, generating Revenue primarily from management and performance fees tied to its investment products. Like other listed fund managers, PCG’s financial results and share price can be sensitive to changes in funds under management, market conditions, and investor sentiment toward active management. No updates on funds under management or financial guidance were provided in this director interest notice.

Investor Considerations Following Pillemer’s June 2026 Share Purchase

After this on-market purchase disclosure, Pengana Capital Group investors may want to track several factors. Additional director trading disclosures—whether purchases or sales—will offer further insight into insider sentiment. The company’s upcoming financial reports, including any updates on funds under management or Earnings guidance, will also be closely monitored.

The immediate impact of this director interest notice on the share price was not evident from public data. However, the acquisition price of about $0.977 per share provides a market valuation reference at the transaction time. Investors should also watch for further acquisitions by Pillemer or other directors and monitor whether any Premium Exercise Price Options approach exercise conditions, as these could influence PCG’s issued capital and Shareholder base in the coming years.