Understanding unlocked shares

On 12 September 2024, we gave all our colleagues 150 Rolls-Royce shares, for free. It was our gift to you. Since then, we've been on a journey to become the high performing, competitive, resilient and growing business that we have the potential to be – and this is reflected in our share price. Thank you for the part you have played in this progress – we're delighted to reward you when we win together.

You're about to reach an exciting milestone in your share ownership journey! Your Shares: Gifted will unlock on 12 September 2025. This means your shares will belong to you.

A message from our CEO, Tufan Erginbilgic.

You decide what happens next.

You'll find everything you need to help you understand your options and make your decision on this page. We'll continue updating it both before and after Your Shares: Gifted unlock, so bookmark it and check it regularly!

Your choice

On 12 September 2025, Your Shares: Gifted will unlock.

Important Information

You need to have opened your Fidelity stock plan account in order for your shares to unlock (note that this is different to your 401k account which you will already have). To action, navigate to your account with Fidelity and follow the prompts.

Your award will be forfeited if you fail to open your Fidelity account by August 29, 2025.

When the shares unlock you'll have to pay income tax and social security (taxes) on the value of your shares. We'll sell enough shares to cover your estimated taxes, and the remaining shares will then transfer to your Fidelity account. You can then choose to:

Keep your shares

And enjoy the benefits of being a Rolls-Royce shareholder

  • Receive a portion of any profits when these are paid out as dividends.
  • Vote on key company decisions at our general meetings.
  • Watch the value of your shares – Just remember, our share price can go down as well as up.

Sell some or all of your shares

To access their cash value

  • Receive the cash from selling your shares.

Want to sell your shares once they have unlocked?

You will have access to your unlocked shares in your Fidelity account on September 13, 2025. You can keep your shares in your account for as long as you wish – but if you wish to sell them then see the Selling Shares in your Fidelity Account guide

For detailed information about your options, including fees, taxes and any reporting obligations that you may have then see our Q&A.

Making your decision

To help you make the decision that's right for you, take a look at our Q&As below. Here you'll find more information and answers to any questions you may have. There's no rush – once your shares unlock, they'll simply remain in your Fidelity account for as long as you wish.

Can't find the information you're looking for?
Get in touch using the 'contact us' form below.

Q&A – Your questions answered

Your Shares: Gifted was an award from Rolls-Royce for all colleagues in September 2024. We gave 150 Rolls-Royce shares to everyone who worked directly for us globally. They were our thank you for all your hard work and the difference you make.

Your shares were locked for 12 months, meaning you couldn't sell them. On 12 September 2025 Your Shares: Gifted unlock! (You may see this referred to as 'vesting'). This means you will fully own them, and can:

  • Continue to hold them and see the value of your shares change as our share price changes.
  • Receive a portion of any profits Rolls-Royce pays to its shareholders as dividends.
  • Have the right to vote on key company decisions at our general meetings.

Or you can choose to sell your shares when they unlock to access the cash.

At Rolls-Royce, we're committed to building an inclusive workplace where all our colleagues feel valued and recognised for their role in our journey to become a high performing, competitive, resilient and growing organisation.

Your Shares: Gifted is one of the ways you can own part of our organisation – allowing you to experience the business from a new perspective, sharing in the success of our transformation and rewarding you when we win together.

12 September 2025

When you were given Your Shares: Gifted, you didn't receive these shares immediately. Instead, you were given what's called an Award. This is a conditional right to receive 150 Rolls Royce shares in the future, provided you stayed in continuous employment with Rolls-Royce until 12 September 2025.

If you meet that condition, then on 12 September 2025 your shares will unlock and become yours. In simple terms, unlocking means that the shares are officially transferred to you.

You'll receive 150 unlocked Rolls-Royce shares, the same number you were originally awarded on 12 September 2024. In most locations some of the shares will be sold to cover your estimated tax and social security liability – see section 4 Tax for more details.

The value of your unlocked shares will depend on the Rolls-Royce share price at the time they unlock.

You'll receive 150 shares, so to estimate their value, multiply the current share price by 150.

For example, if the share price is £9.50, your shares would be worth £1,425.00 (£9.50 x 150 shares). Please note, in most locations you will need to pay tax on these shares see section 4 Tax for more details.

The value of Rolls-Royce shares is decided by the stock market, and how much investors are willing to buy or sell our shares for. Our share price can go up or down based on various internal and external factors, including:

  • Company performance and expectations of future profits
  • What's going on in the industries in which we operate
  • Market conditions
  • The global economy.

It's normal to see small variations in share prices throughout the day, and sometimes larger variations over time. You can find our current share price on rolls-royce.com.

You need to have opened your Fidelity stock plan account in order for your shares to unlock (note that your stock plan account is different to the 401k account which you will already have). To action, navigate to your account with Fidelity and follow the prompts.

Your award will be forfeited if you fail to open your Fidelity account by August 29, 2025.

In most locations the value of your shares when they unlock will be subject to taxes (income tax and social security) and fees. Where Rolls-Royce has a tax withholding obligation we will sell enough shares to cover your estimated taxes and fees, and you can then choose to:

  • Keep the remaining shares – all shares remaining following deductions for taxes will be available in your Fidelity brokerage account
  • Sell your remaining shares: – Access the Fidelity guide to selling shares in your account.

Make sure you thoroughly read this Q&A so that you understand the options available to you before you make your decision.

Selling shares to cover the taxes in a distribution has a flat fee of $9.95 for the broker + $0.02 based on 150 shares per participant.

Any fees associated with the sale or transfer of shares are payable to Fidelity. Rolls-Royce does not take any fees from colleagues in connection with these.

You may also be liable for taxes, depending on where you live and your personal circumstances. See section '4 Tax' for more information.

You will have access to the shares in your Fidelity account on September 15, 2025.

Share price risk: There is a risk that the Share price may fall or rise in value. This means there is a risk that the value of the shares may fall in the future, so that they are worth less than they are worth when the shares unlock. Many things impact the price of shares, including the external market and business performance. More information in relation to the Company, including its share price, can be found at rolls-royce.com.

Currency risk and delays: The value of the Shares to you may also be affected by movements in the foreign exchange rates.

Once your shares unlock, you fully own them and become a Rolls-Royce shareholder, with all the benefits that come with owning a part of the company.

Becoming a shareholder means you can:

  • See the value of your shares change as our share price changes.
  • Receive a portion of any profits Rolls-Royce pays to its shareholders as dividends – these will be reinvested for you as further shares.
  • Have the right to vote on key company decisions at our general meetings.
  • Sell some or all your shares whenever you wish to do so.

In most locations there will be income tax and social security payable on the value of the shares when they unlock.

If you keep Rolls-Royce shares and sell them in the future for a higher market price, making a profit, you may need to pay tax on any gain you make. There may also be reporting obligations.

Please see your country tax guide in the 'Resources' section, and see section 4 Tax for more details.

Please remember that neither Rolls-Royce nor Fidelity are allowed to give you financial advice, so if you need any advice on your tax position or any local requirements, you should seek independent regulated professional advice.

Selling unlocked shares after the distribution is subject to a flat fee of $13.00 per trade, if the participant completes online. If the sale is Fidelity representative assisted, the fee will be $32.95. Both are fixed fees regardless of the quantity sold.

Any fees associated with the sale or transfer of shares are payable to Fidelity. Rolls-Royce does not take any fees from colleagues in connection with these.

You may also be liable for taxes, depending on where you live and your personal circumstances. See section '4 Tax' for more information.

Like all shares traded on the stock exchange, Rolls-Royce shares can go up or down in value, and sometimes even within the same day. Their price can be influenced by a range of factors, including:

  • How Rolls-Royce performs as a business
  • The strength of the global economy
  • Movements in financial markets

Fluctuations in the exchange rate will also impact the value of the shares once converted to local currency.

This means there's a possibility that the value of your shares could fall after they unlock. However, because your shares were gifted to you at no cost, you're not out of pocket. You are also free to sell your unlocked shares whenever you choose.

You'll find lots of information on this Hub so you can make the right decision for you. If you can't find the answer to a specific question here, please raise a query in the 'Support' section.

Please note that we're not able to offer personal financial advice. If you're unsure about what to do with your unlocked shares, it's a good idea to speak to a professional financial and/or tax advisor.

See question 4.4 and 4.5, and also the country tax guide in the 'Resources' section.

In most countries, yes, because your unlocked shares are considered a form of taxable income.

How much tax you owe will depend on your personal circumstances, including where you live. For more detailed information about the tax rules in your country, see the 'Country Tax Guide' in the 'Resources' section. These will help you understand your country's tax requirements and your personal tax obligations.

The amount of tax due will depend on where you live, as each country has its own regulations on taxing shares.

In countries where we have a legal obligation to withhold tax and/or social security, your local payroll team will calculate an estimated tax and social security rate. Fidelity will then sell enough shares to cover the estimated withholdings and will pass through payroll to cover your estimated tax and social security obligations. This process is referred to as 'sell to cover' and in most instances this will ensure that most of the tax and social security obligations are met. However, there may be some adjustments required as part of your annual tax return process.

We are only able to 'sell to cover' an estimated tax and social security contribution value and it's your responsibility to understand if any additional taxes are due.

You'll find more details about tax and filing requirements in the 'Country Tax Guide' under the 'Resources' section.

If you keep Rolls-Royce shares and sell them in the future for a higher market price, making a profit, you may need to pay tax on any gain you make. You'll find more details about tax in the 'Country Tax Guide' under the 'Resources' section. You'll be able to find information related to the price of your shares when they are unlocked / sold on your Fidelity account after the shares have been sold.

Please remember that neither Rolls-Royce nor Fidelity are allowed to give you financial advice, so if you need any advice on your tax position or any local requirements, you should seek independent regulated professional advice.

In early 2026, you will receive a 1099-B for the sell-to-cover funds as you will make a very small capital gain or loss on the sell-to-cover transaction. (This value is a result of the difference between the defined taxable value of the shares and the price they were sold at.) Your 1099-B is an informational document that details which securities were sold, as well as your capital gains and losses.

If the value of the shares increases between when your shares unlock on September 12, 2025, and when you choose to sell them, Capital Gains Tax (and other applicable local taxes) may be due on the difference between the value when they unlock and the value when you sell them. You'll be able to find information related to the price of your shares when they are unlocked / sold on your Fidelity account after the shares have been sold. You will also receive a 1099-B from Fidelity, confirming the value of any capital gains or losses.

If the value of the shares increases between when your shares unlock on September 12, 2025, and when you choose to sell them, Capital Gains Tax (and other applicable local taxes) may be due on the difference between the value when they unlock and the value when you sell them. You'll be able to find information related to the price of your shares when they are unlocked / sold on your Fidelity account after the shares have been sold. You will also receive a 1099-B from Fidelity, confirming the value of any capital gains or losses.

You'll be able to find information related to the price of your shares when they are unlocked / sold on your Fidelity account after the shares have been sold. You will also receive a 1099-B from Fidelity, confirming the value of any capital gains or losses.

You can view your shares in your Fidelity account at any time. Select 'Accounts and Trade' tab to view your account history.

Go to the 'Your Account' section of Your Shares: Hub to find out how to access your account.

Login to your Fidelity account. Select 'Accounts and Trade' tab to view your account history.

For more detailed information about the tax position in your country, including how dividends are taxed, see your country tax guide in the 'Resources' section of the Hub. There could be future changes in country laws, which could impact or change the reporting requirements you may have.

Tax is complex and personal. If after having checked all answers in this Tax section as well as reading your country tax guide in the 'Resources' section of the Hub, you still have concerns about tax, you should contact a qualified tax advisor.

You can view your shares in your Fidelity account at any time. You'll be able to see how many shares you have and their estimated current worth. Select 'Accounts and Trade' tab to learn more.

Go to the 'Your Account' section of Your Shares: Hub to find out how to access your account.

You'll receive updates and notifications from Fidelity by email or through their portal. To make sure you get these updates, keep your contact details up to date on the portal. This is particularly important if you don't have a Rolls-Royce work email and use a personal email address.

There's no time limit. Once your shares unlock, they're yours to keep for as long as you wish so long as you remain an employee of Rolls-Royce. As long as you keep them, you'll continue to enjoy the benefits of being a Rolls-Royce shareholder.

Selling unlocked shares after the distribution is subject to a flat fee of $13.00 per trade, if the participant completes online. If the sale is Fidelity representative assisted, the fee will be $32.95. Both are fixed fees regardless of the quantity sold.

Any fees associated with the sale or transfer of shares are payable to Fidelity. Rolls-Royce does not take any fees from colleagues in connection with these.

You may also be liable for taxes, depending on where you live and your personal circumstances. See section '4 Tax' for more information.

For those on the Clearance Required List, you must always submit a clearance to deal request through the Insidertrack app or web portal prior to making an instruction or any other form of dealing in Rolls-Royce shares.

If you have any queries regarding clearance to deal, please contact GovernanceTeam@rolls-royce.com.

When you sell your shares, it needs to be in line with our Dealing in Securities Policy.

When we make a profit, we may pay some of that profit to our shareholders as dividends. If a decision is taken to pay dividends, all shareholders – including our colleagues with shares – are entitled to a part of these profits. Dividends are paid per share, so the more shares you have, the more profits you receive.

You'll be eligible to receive dividends on Your Shares: Gifted once they unlock. From 25 September 2025, you'll receive dividends on your unlocked shares, whenever we pay them, until you choose to sell your shares. Your dividends will automatically be reinvested into shares, which you'll be able to see in your share account. This is done automatically, so you don't need to do anything. Please note that dividends are taxable in many locations, so please refer to the 'Country Tax Guide' in the 'Resources' section for further information.

Paying dividends depends on our performance, so it's never guaranteed. For more information about how Rolls-Royce pays dividends to its shareholders, visit Payments to shareholders.

Anyone who owns a Rolls-Royce share can vote on important company matters at our general meetings. This includes colleagues who own at least one share. Each share gives one vote on each decision, so the more shares you have, the more votes you have.

You'll be able to vote using Your Shares: Gifted once they unlock. We'll let you know when there's a vote that you can take part in.

If Rolls-Royce decide to pay dividends you'll be eligible to receive them on any of your unlocked Gifted shares. Your cash dividend will be reinvested into ordinary Rolls-Royce shares, known as 'dividend reinvestment shares'. These shares will be added to your account, and any remaining funds will be carried forward to the next issue of dividends. You do not need to do anything to instruct this process – it will be managed on your behalf.

An example of the dividend process is below:

  • Rolls-Royce announce that they are making dividends, and are paying £0.06 for each ordinary share held
  • You hold 120 Gifted shares in your account (150 less deductions for taxes)
  • The value of the dividend payment is £0.06 x 120 = £7.20
  • The £7.20 is then reinvested into ordinary shares. If the price of a share is higher than £7.20 then the funds will be retained until the next issue of dividends, and as soon as there are sufficient funds to buy shares they will be purchased and added to your account.

Please note that dividends are taxable in many locations, so please refer to the 'Country Tax Guide' in the 'Resources' section for further information.

How much of Rolls-Royce's profit you receive depends on many factors, including:

  • Whether we can and choose to pay dividends
  • How much the dividend is (per share)
  • How many Rolls-Royce shares you own

Dividend Shares will be worth the same per share as any other Rolls-Royce ordinary shares you may own. Once they appear in your personal account, you can sell or transfer them.

If you're on a Rolls-Royce restricted or closed list, the same restrictions apply to dividend shares as any other shares that you own – see question 6.4 for more details.

See question '4.10 How are dividends taxed?'

We have used clear language in all communications about Your Shares: Gifted. However, you may come across some of these terms in other documents.

Award

A promise to give you the shares in the future providing you stay in continuous employment until the shares unlock.

Capital Gains Tax (CGT)

A tax that may apply if you sell your shares for more than they were worth once they have unlocked. The amount of CGT you may have to pay is dependent on your country's tax rules.

Dividends

Amounts paid to shareholders for their investment in a company, at the discretion of the Board of Directors of Rolls-Royce.

Equiniti

This is a third party who will carry out the administration of Your Shares: Gifted if you're based outside of the US.

Exchange Rate

The rate that determines the amount of money you get when you exchange one currency to another – it can fluctuate.

Fidelity Stock Plan Services

This is a third party who will carry out the administration of Your Shares: Gifted in the US.

Locked Shares

Shares you've been awarded, but can't sell or transfer for a set period of time. With Your Shares: Gifted, your shares are locked for 12 months from the date they were awarded, and unlock on 12 September 2025.

Shareholder

Someone who owns shares in a company. As a shareholder, you can vote on key decisions and may receive dividends when we pay these to shareholders (at the discretion of the Board of Directors of Rolls-Royce).

Shares

Units of ownership in a company. If you own at least one share in Rolls Royce, you own a part of the business.

Share Plan Administrator

This is the regulated third-party company appointed by Rolls-Royce to maintain records of all shares held by colleague taking part in our share plans. They provide an online account and support to manage shares. For the US, we have appointed Fidelity Stock Plan Services and for all other locations, Equiniti are the appointed Share Plan Administrator.

Share price

The value of one share, which can go up or down depending on market conditions and company performance.

Unlocked Shares

Shares that have vested and are now yours to keep, sell or transfer as you wish. With Your Shares: Gifted, your shares unlock on 12 September 2025, as long as you remain employed with Rolls-Royce until that date.

Vesting Period

A 12-month period when your free shares are locked. Once complete, these shares unlock and become fully yours, available to keep, sell or transfer.

Vest/Vesting

Refers to the date your free shares are unlocked after the 12-month vesting period. So, your free shares vest on the vesting date.

Your Shares: Gifted

Our global share plan gifting free shares to all eligible colleagues.

Resources

Country Tax Guide

Download

Accessing your shares

Fidelity Stock Plan Services

Fidelity are our specialist Share Plan Administrator, who manage our new shareplan Your Shares: Gifted on our behalf. They already manage your 401(k) and Health Savings Accounts (where applicable) so you will now be able to see your shares as well. You will continue to utilize your online portal.

This is where you can:

  • See your shares and keep an eye on their value
  • Keep your contact details up to date
  • See any dividend payments
  • Sell or transfer your shares

How to access your account…

From your device

To login to your account, visit Fidelity on-line.

Please use the 'forgot username or password?' link if you need support with login.

Support

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Contact Fidelity

If you have any questions about your share account, including how to access, contact Fidelity Stock Plan Services.

Call:
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Disclaimer

  1. This site is intended to provide information and not advice. No member of Rolls-Royce or any of their officers, employees, agents or representatives is giving you investment, tax or other advice in relation to Your Shares: Gifted.
  2. Whether or not to accept your shares is a personal decision which will have no impact on your employment relationship.
  3. The value of Rolls-Royce shares can go down as well as up.
  4. You may wish to seek independent, professional financial and/or tax advice if you need tailored advice specific to your circumstances.
  5. The information provided on this website and other communications in connection with Your Shares: Gifted is provided in good faith. If it conflicts with any official documentation or applicable legislation, they will prevail.