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Swift TV Ltd (ASX:STV) has reported a change in director Brian Mangano's interest following his conversion of 8,445,946 fully paid ordinary shares from vested FY23 performance rights on 2 July 2026. This conversion, completed at nil cash consideration, aligns with the standard long-term incentive plan where vested performance rights automatically convert to Equity. As a result, Mangano's total indirect shareholding has increased to 12,664,127 fully paid ordinary shares, held via Garage Interiors Pty Ltd as Trustee for the Mangano super fund. Investors should note this routine but significant update to Mangano's equity stake, as he continues to hold remaining performance rights and Options in the company.<\/p> <\/div>
Key Points<\/h3>
- Company: Swift TV Ltd (ASX:STV)<\/li>
- Director Brian Mangano converted 8,445,946 FY23 performance rights into fully paid ordinary shares on 2 July 2026<\/li>
- Conversion occurred at nil cash consideration under the existing long-term incentive plan<\/li>
- Mangano's indirect ordinary shareholding rose from 4,218,181 to 12,664,127 shares after conversion<\/li>
- He retains 1,862,489 FY24 performance rights and 14,491,204 FY25 performance rights, plus 555,556 options expiring October 2027<\/li>
- Investors should monitor upcoming vesting dates: FY24 rights expire 30 June 2027; FY25 rights expire 30 June 2028<\/li>
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Brian Mangano Converts FY23 Performance Rights to Shares Without Cash Payment<\/h2>
On 2 July 2026, Swift TV Ltd director Brian Mangano converted 8,445,946 performance rights from the FY23 long-term incentive plan into fully paid ordinary shares. The conversion was executed at nil cash consideration, meaning Mangano paid no purchase price, consistent with the plan's terms.<\/p>
The FY23 performance rights had a two-tranche vesting schedule: 50% vested on 30 June 2024 and the remaining 50% on 30 June 2025, with expiry on 30 June 2026. The 2 July 2026 conversion finalized this vesting process, with the shares now held directly by Mangano. Such conversions are standard in ASX executive incentive plans, where vested performance rights convert to shares.<\/p>
Impact on Mangano's Total Swift TV Shareholding<\/h2>
Before this transaction, Mangano directly held 30,491,713 fully paid ordinary shares and indirectly held 4,218,181 shares via Garage Interiors Pty Ltd as trustee for the Mangano Super Fund. After converting 8,445,946 FY23 performance rights, his indirect holding increased to 12,664,127 shares, significantly boosting his equity exposure through the superannuation vehicle.<\/p>
His direct holding of 30,491,713 shares remains unchanged. Combined, Mangano now holds 43,155,840 fully paid ordinary shares across direct and indirect holdings, up from 34,709,894 before conversion. The company did not disclose the current Market Value of this total stake, nor was any immediate share price impact apparent.<\/p>
Garage Interiors Pty Ltd and the Mangano Super Fund as Indirect Holders<\/h2>
Mangano's indirect shareholding is held through Garage Interiors Pty Ltd, acting as trustee for the Mangano Super Fund. Mangano is both a director of Garage Interiors and a beneficiary of the super fund, creating the indirect notifiable interest under ASX listing rule 3.19A.2 and section 205G of the Corporations Act.<\/p>
This structure, where directors hold shares via self-managed super funds through corporate trustees, is common among ASX-listed company directors. Disclosure of such interests is legally required to report changes in securities held indirectly through associated entities.<\/p>
Outstanding FY24 and FY25 Performance Rights Held by Mangano<\/h2>
Despite fully converting FY23 performance rights, Mangano retains 1,862,489 FY24 performance rights, subject to two-tranche vesting: 50% on 30 June 2025 and 50% on 30 June 2026, expiring 30 June 2027. The announcement does not specify if any FY24 rights have already vested.<\/p>
He also holds 14,491,204 FY25 performance rights, the largest remaining tranche, vesting equally on 30 June 2026 and 30 June 2027, with expiry on 30 June 2028. If these vest and convert as planned, Mangano's equity stake in Swift TV would increase further. These rights align director remuneration with the company's long-term performance.<\/p>
Mangano's Options with $0.03 Exercise Price Remain Unchanged<\/h2>
In addition to performance rights, Mangano holds 555,556 options exercisable at $0.03 each, expiring 8 October 2027. These options were unaffected by the 2 July 2026 conversion and were not part of the disclosed transaction. They grant the right, but not the obligation, to purchase shares at the exercise price before expiry.<\/p>
The company did not provide details on whether these options are currently in or out of the money relative to STV's market price. Investors assessing their value should compare with the current STV share price, which was not included in this update.<\/p>
No Closed Period Trading Concerns in Director Interest Notice<\/h2>
Part 3 of the Appendix 3Y notice confirms that the disclosed interests were not traded during a closed period requiring prior clearance. Swift TV answered "No" to this question, indicating the conversion did not occur during blackout periods typically observed before financial results or sensitive disclosures.<\/p>
This procedural detail supports market integrity. ASX Listing Rules and corporate governance policies restrict director trading during certain periods. The absence of closed period issues suggests compliance with the company's securities trading policy and regulations.<\/p>
Swift TV's Long-Term Incentive Plan Aligns Director Pay with Multi-Year Performance<\/h2>
The update reveals Swift TV's use of a multi-year, staggered vesting structure for director and executive performance rights granted across FY23, FY24, and FY25. Each tranche vests in two parts over consecutive financial year-ends, promoting alignment with long-term company performance rather than short-term gains.<\/p>
Conversions at nil cash consideration are standard for performance rights plans, differing from options that require exercise payments. While converting vested performance rights dilutes existing shareholders by issuing new shares, this is an anticipated accounting expense over the vesting period rather than an unexpected event.<\/p>
Implications of the Director Interest Update for STV Shareholders<\/h2>
Director interest notices like this Appendix 3Y filing provide transparency for ASX companies, enabling investors to track changes in key decision-makers' equity holdings. Mangano's conversion reflects a net increase in his shareholding with no sales or disposals.<\/p>
Market Participants may interpret a director converting vested rights into shares without selling as a sign of continued commitment. However, this is an analytical perspective, not a statement from the company or Mangano. No forward-looking commentary was provided, so any inference should be considered alongside other public information about Swift TV Ltd.<\/p>
Upcoming Vesting Dates for Investors to Watch<\/h2>
With FY23 performance rights now fully converted, focus shifts to Mangano's remaining rights. The second tranche of FY24 rights (50% of 1,862,489) was scheduled to vest on 30 June 2026. Depending on timing, further Appendix 3Y filings related to FY24 may follow.<\/p>
The FY25 rights, totaling 14,491,204, vest on 30 June 2026 and 30 June 2027, expiring 30 June 2028. These represent the largest outstanding tranche and could materially increase Mangano's shareholding if vested and converted. Shareholders and observers should monitor future disclosures as these dates approach.<\/p>
Brian Mangano Converts FY23 Performance Rights to Shares Without Cash Payment<\/h2>
On 2 July 2026, Swift TV Ltd director Brian Mangano converted 8,445,946 performance rights from the FY23 long-term incentive plan into fully paid ordinary shares. The conversion was executed at nil cash consideration, meaning Mangano paid no purchase price, consistent with the plan's terms.<\/p>
The FY23 performance rights had a two-tranche vesting schedule: 50% vested on 30 June 2024 and the remaining 50% on 30 June 2025, with expiry on 30 June 2026. The 2 July 2026 conversion finalized this vesting process, with the shares now held directly by Mangano. Such conversions are standard in ASX executive incentive plans, where vested performance rights convert to shares.<\/p>
Impact on Mangano's Total Swift TV Shareholding<\/h2>
Before this transaction, Mangano directly held 30,491,713 fully paid ordinary shares and indirectly held 4,218,181 shares via Garage Interiors Pty Ltd as trustee for the Mangano Super Fund. After converting 8,445,946 FY23 performance rights, his indirect holding increased to 12,664,127 shares, significantly boosting his equity exposure through the superannuation vehicle.<\/p>
His direct holding of 30,491,713 shares remains unchanged. Combined, Mangano now holds 43,155,840 fully paid ordinary shares across direct and indirect holdings, up from 34,709,894 before conversion. The company did not disclose the current Market Value of this total stake, nor was any immediate share price impact apparent.<\/p>
Garage Interiors Pty Ltd and the Mangano Super Fund as Indirect Holders<\/h2>
Mangano's indirect shareholding is held through Garage Interiors Pty Ltd, acting as trustee for the Mangano Super Fund. Mangano is both a director of Garage Interiors and a beneficiary of the super fund, creating the indirect notifiable interest under ASX listing rule 3.19A.2 and section 205G of the Corporations Act.<\/p>
This structure, where directors hold shares via self-managed super funds through corporate trustees, is common among ASX-listed company directors. Disclosure of such interests is legally required to report changes in securities held indirectly through associated entities.<\/p>
Outstanding FY24 and FY25 Performance Rights Held by Mangano<\/h2>
Despite fully converting FY23 performance rights, Mangano retains 1,862,489 FY24 performance rights, subject to two-tranche vesting: 50% on 30 June 2025 and 50% on 30 June 2026, expiring 30 June 2027. The announcement does not specify if any FY24 rights have already vested.<\/p>
He also holds 14,491,204 FY25 performance rights, the largest remaining tranche, vesting equally on 30 June 2026 and 30 June 2027, with expiry on 30 June 2028. If these vest and convert as planned, Mangano's equity stake in Swift TV would increase further. These rights align director remuneration with the company's long-term performance.<\/p>
Mangano's Options with $0.03 Exercise Price Remain Unchanged<\/h2>
In addition to performance rights, Mangano holds 555,556 options exercisable at $0.03 each, expiring 8 October 2027. These options were unaffected by the 2 July 2026 conversion and were not part of the disclosed transaction. They grant the right, but not the obligation, to purchase shares at the exercise price before expiry.<\/p>
The company did not provide details on whether these options are currently in or out of the money relative to STV's market price. Investors assessing their value should compare with the current STV share price, which was not included in this update.<\/p>
No Closed Period Trading Concerns in Director Interest Notice<\/h2>
Part 3 of the Appendix 3Y notice confirms that the disclosed interests were not traded during a closed period requiring prior clearance. Swift TV answered "No" to this question, indicating the conversion did not occur during blackout periods typically observed before financial results or sensitive disclosures.<\/p>
This procedural detail supports market integrity. ASX Listing Rules and corporate governance policies restrict director trading during certain periods. The absence of closed period issues suggests compliance with the company's securities trading policy and regulations.<\/p>
Swift TV's Long-Term Incentive Plan Aligns Director Pay with Multi-Year Performance<\/h2>
The update reveals Swift TV's use of a multi-year, staggered vesting structure for director and executive performance rights granted across FY23, FY24, and FY25. Each tranche vests in two parts over consecutive financial year-ends, promoting alignment with long-term company performance rather than short-term gains.<\/p>
Conversions at nil cash consideration are standard for performance rights plans, differing from options that require exercise payments. While converting vested performance rights dilutes existing shareholders by issuing new shares, this is an anticipated accounting expense over the vesting period rather than an unexpected event.<\/p>
Implications of the Director Interest Update for STV Shareholders<\/h2>
Director interest notices like this Appendix 3Y filing provide transparency for ASX companies, enabling investors to track changes in key decision-makers' equity holdings. Mangano's conversion reflects a net increase in his shareholding with no sales or disposals.<\/p>
Market Participants may interpret a director converting vested rights into shares without selling as a sign of continued commitment. However, this is an analytical perspective, not a statement from the company or Mangano. No forward-looking commentary was provided, so any inference should be considered alongside other public information about Swift TV Ltd.<\/p>
Upcoming Vesting Dates for Investors to Watch<\/h2>
With FY23 performance rights now fully converted, focus shifts to Mangano's remaining rights. The second tranche of FY24 rights (50% of 1,862,489) was scheduled to vest on 30 June 2026. Depending on timing, further Appendix 3Y filings related to FY24 may follow.<\/p>
The FY25 rights, totaling 14,491,204, vest on 30 June 2026 and 30 June 2027, expiring 30 June 2028. These represent the largest outstanding tranche and could materially increase Mangano's shareholding if vested and converted. Shareholders and observers should monitor future disclosures as these dates approach.<\/p>
