FirstGroup plc Completes Share Buyback, Repurchasing 2.77 Million Shares at 179.85p Average Price

Details of FirstGroup's Five-Day Share Buyback and Volume Analysis

During the week of 20 to 24 July 2026, FirstGroup plc executed a substantial tranche of its authorised share buyback programme, acquiring a total of 2,774,467 ordinary shares via RBC Europe Limited, the designated intermediary. Purchases were spread evenly across five consecutive trading days, with daily volumes ranging from approximately 478,000 to 591,000 shares. This measured approach was designed to minimize market impact and secure competitive pricing.

The weighted average price paid over the period was 179.85 pence per share. Daily average prices exhibited a slight upward trend, starting at 177.44p on 20 July and reaching 181.40p on 24 July. The lowest price during the buyback was 172.80p on the first day, while the highest was 182.80p on the final day, reflecting typical intra-week share price fluctuations. The total estimated expenditure for these purchases was approximately A34.98 million.

Treasury Shares and Their Impact on FirstGroup's Capital Structure

Following this buyback tranche, FirstGroup holds 21,717,828 ordinary shares in treasury. These shares are issued but do not carry voting rights and are excluded from the voting share capital. The company intends to keep these shares as treasury stock initially, with the option to cancel them later depending on strategic or commercial considerations. Treasury shares offer flexibility to manage capital structure, reduce issued share count, or reissue shares for acquisitions or employee incentive schemes without requiring new capital issuance.

The treasury holdings represent about 3.8% of FirstGroup's total issued share capital of approximately 570.7 million shares. This sizable proportion can materially affect earnings per share and other per-share metrics. The ongoing buyback and treasury share management reflect FirstGroup's commitment to disciplined capital allocation within the transport and logistics sector.

Voting Shares Outstanding and FCA Disclosure Obligations

The company confirmed that the total number of voting shares outstanding, excluding treasury shares, stands at 548,977,187 as of 24 July 2026. This figure is essential for shareholders when calculating their voting interest percentages under the Financial Conduct Authority's Disclosure and Transparency Rules. Shareholders crossing certain ownership thresholds—such as 3%, 5%, or 10%—must notify both the company and the FCA within specified timeframes. Using this precise voting share count ensures consistent and fair threshold calculations across all investors.

Because treasury shares reduce the denominator in voting percentage calculations, a fixed number of shares owned by an investor represents a larger proportion of voting rights. For example, holding 15 million shares corresponds to approximately 2.74% of the voting shares disclosed. Shareholders and market participants should use this figure as a baseline and monitor future announcements for any changes due to additional treasury transactions or cancellations.

Authorisation and Context of FirstGroup's June 2026 Buyback Programme

The current buyback programme was authorised and announced on 18 June 2026, setting the framework for the July share repurchases. Such programmes are typically approved by shareholders at annual general meetings or through specific resolutions and comply with financial tests, director certifications, and regulatory requirements including the Market Abuse Regulation and Companies Act. The June announcement detailed financial parameters, duration, and intended uses of repurchased shares. The active execution during summer indicates the board views FirstGroup shares as undervalued and has sufficient cash resources for buybacks.

RBC Europe Limited acted as the appointed intermediary, a common practice for large listed companies. RBC, a regulated investment bank, executed purchases under pre-agreed rules designed to prevent market abuse and ensure fair pricing. This independent intermediary role safeguards both the company and shareholders by ensuring compliance with regulatory standards and market fairness.

Execution Approach and Daily Purchase Breakdown

Analysis of daily buyback activity shows a strategic approach. On 20 July 2026, FirstGroup acquired 478,267 shares at an average price of 177.44p, the lowest average price in the period. Volume increased on 21 July to 590,558 shares at 179.15p, indicating either higher market liquidity or increased company purchasing intent. The highest daily average price of 181.43p and volume of 591,639 shares occurred on 22 July, suggesting a willingness to pay premiums to meet daily targets.

The last two days, 23 and 24 July, saw slightly reduced volumes of 579,231 and 534,772 shares, possibly reflecting a deliberate wind-down or market conditions. The price range of 172.80p to 182.80p over the week aligns with broker best-execution principles, indicating dynamic response to market conditions while maintaining disciplined average pricing.

FirstGroup plc’s Business Overview and Market Environment

FirstGroup plc is a leading transport and logistics operator with extensive mass transit, school bus, and coach services across North America and the UK. The company manages large vehicle fleets and employs tens of thousands of staff. Revenue streams include passenger fares, government and educational contracts, and commercial transportation agreements. Operating in a capital-intensive sector, FirstGroup faces challenges related to fleet management, fuel costs, labor, and regulatory compliance. As a premium-listed company, it is subject to FCA oversight and stringent disclosure and governance standards.

The transport industry has undergone significant changes recently, including post-pandemic recovery, inflationary pressures, and shifts toward lower-emission vehicles. FirstGroup’s share buyback activity signals management’s belief that shares are undervalued and that returning capital to shareholders via buybacks is preferable to alternatives such as debt reduction or dividend increases. This approach reflects confidence in the company’s medium-term financial health and cash flow generation.

Compliance with Market Abuse Regulation and Transparency Requirements

The announcement references Article 5(1)(b) of Regulation (EU) No 596/2014 (Market Abuse Regulation, MAR) and includes a detailed breakdown of individual trades. MAR mandates transparency in share buybacks to prevent market manipulation and ensure fair market practices. Detailed trade disclosures allow regulators and market participants to verify compliance and fair pricing.

FirstGroup provided its Legal Entity Identifier (LEI) 549300DEJZCPWA4HKM93 and ISIN GB0003452173 for precise identification. RBC Europe Limited is identified with regulatory code ROYCGB22. This detailed information underscores FirstGroup’s commitment to transparent, compliant capital management, assuring shareholders of proper authorisation and execution.

Share Price Insights and Valuation Implications from Buyback

The average buyback price of 179.85 pence per share across five days, despite daily volatility of up to 10 pence, signals management’s valuation perspective. The decision to repurchase shares at these levels indicates a belief that the shares trade below intrinsic value and that deploying cash for buybacks benefits shareholders more than alternatives. The consistent execution across days suggests a disciplined approach rather than market timing.

The immediate impact of the buyback on share price was not publicly clear at announcement. Share price effects depend on earnings trends, market sentiment, macroeconomic factors, and perceptions of fair value. Reducing shares outstanding can mechanically increase earnings per share if earnings remain stable, benefiting shareholders, but only if shares are repurchased below intrinsic value, a subject for ongoing investor analysis.

Future Plans for Treasury Shares and Strategic Flexibility

FirstGroup reserves the right to cancel the 21.7 million treasury shares or reissue them for corporate purposes. Holding treasury shares provides strategic flexibility to respond to acquisitions or capital structure adjustments without immediate capital return. Cancellation reduces issued capital and can improve financial ratios, while reissuance enables faster deployment for acquisitions or employee incentives.

Maintaining treasury shares rather than immediate cancellation is common among large listed firms seeking optionality. Cancellation is permanent, whereas treasury shares can be held indefinitely at low cost. Future decisions to cancel or reissue will be made by the board with appropriate disclosure.

Investor Relations and Disclosure Contacts

FirstGroup’s investor relations contacts include Marianna Bowes, Head of Investor Relations, and David Blizzard, Company Secretary. Shareholders can reach the company secretary at [email protected] or +44 (0) 20 7725 3354 for queries regarding this transaction or governance matters. As a premium-listed entity on the London Stock Exchange, FirstGroup continues to provide material disclosures via Regulatory Information Service announcements and maintains updated financial and governance information on its corporate website.

Shareholders tracking capital management should monitor future buyback announcements and review quarterly or half-yearly financial reports for updates on treasury shares and capital allocation strategy. The annual report will provide comprehensive disclosure on treasury share positions and total buyback expenditures.