Rolls-Royce Holdings plc (Rolls-Royce or the Company) (LSE: RR., ADR: RYCEY) announces that, following the completion in November 2025 of its £1 billion share buyback programme for 2025, it will commence an interim irrevocable, non-discretionary programme to repurchase ordinary shares up to the value of £200 million (the Programme). The Programme will be undertaken ahead of the expected communication of the Company’s 2025 full year results on 26 February 2026 (the FY25 Results). The total quantum of share buybacks for 2026 remains subject to Board review and approval and is expected to be announced alongside the FY25 Results.
The Programme will run from 2 January 2026 and is expected to complete no later than 24 February 2026. The Company has entered into a non-discretionary agreement (the Agreement) with UBS AG London Branch (UBS) to undertake the Programme on its behalf by making market purchases, as riskless principal, of the Company’s ordinary shares of 20 pence each (the Shares) on the London Stock Exchange or another recognised investment exchange. UBS will make trading decisions under the Programme independently of the Company, subject to certain parameters agreed between UBS and the Company prior to the commencement of the Programme and to the Company’s right to terminate the Agreement in certain limited circumstances.
Shares acquired by UBS under the Agreement will be sold on to the Company and will be cancelled. The purpose of the Programme is therefore to reduce the Company’s share capital. The maximum number of Shares that may be acquired under the Programme, as authorised by shareholders at the Company’s 2025 Annual General Meeting on 1 May 2025, is 850,489,698.
Any purchase of Shares under the Programme will be executed in accordance with the Company’s general authority to repurchase Shares granted at its 2025 Annual General Meeting, the Market Abuse Regulation 596/2014 and the Commission Delegated Regulation (EU) 2016/1052 (both as incorporated into UK domestic law by the European Union (Withdrawal) Act 2018) and Chapter 9 of the Financial Conduct Authority’s UK Listing Rules.
Repurchases of Shares under the Programme will be announced no later than 7.30 a.m. on the business day following the calendar day on which the repurchase occurred (or otherwise as required under the UK Listing Rules).
For further information, please contact:
Investors:
Jeremy Bragg
Head of Investor Relations, Rolls-Royce plc
Tel +44 (0) 7795 840875
[email protected]
Media:
Richard Wray
EVP – External Communications & Brand, Rolls-Royce plc
Tel +44 (0) 7810 850055
[email protected]