DRDGOLD (NYSE: DRD) details deferred share awards to directors and key officers

Rhea-AI Filing Summary

DRDGOLD Limited filed a report describing equity incentive awards granted under its Single Incentive Plan, which includes a Deferred Share Plan. Qualifying employees receive deferred share awards that vest over five years for F-band participants and over three years for E and D band participants, subject to continued employment and plan rules. Vested awards are settled in DRDGOLD ordinary shares at a zero exercise price.

On 21 August 2025, directors, prescribed officers, subsidiary directors and the company secretary accepted deferred share awards at a deemed price of R27.42 per DRDGOLD share, based on the seven‑day volume‑weighted average price on 13 August 2025. Individual awards include 177,688 deferred shares for director Niel Pretorius and 97,277 deferred shares for director Riaan Davel, both vesting on 13 August 2030. All transactions were completed off‑market with prior clearance obtained from the chairman in line with JSE Listings Requirements.

Form 6-K: How Foreign Companies Report to the SEC →

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
______________________

FORM 6-K

REPORT OF A FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

August 22, 2025

Commission File Number 0-28800

______________________

DRDGOLD Limited

Constantia Office Park

Cnr 14th Avenue and Hendrik Potgieter Road

Cycad House, Building 17, Ground Floor

Weltevreden Park 1709

(Address of principal executive offices)

______________________

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F Form 40-F

Exhibit

99.1    Release dated August 22, 2025 “DEALINGS IN SECURITIES - ACCEPTANCE OF AWARDS”

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

DRDGOLD LIMITED

Date: August 22, 2025    By: /s/ Adriaan Davel

        Name: Adriaan Davel

        Title: Chief Financial Officer

Exhibit 99.1

DRDGOLD LIMITED

(Incorporated in the Republic of South Africa)

(Registration number: 1895/000926/06)

ISIN: ZAE000058723

JSE & A2X share code: DRD

NYSE trading symbol: DRD

(“DRDGOLD” or the “Group”)

DEALINGS IN SECURITIES – ACCEPTANCE OF AWARDS

In terms of the DRDGOLD Single Incentive Plan, incorporating the Deferred Share Plan, approved by shareholders of DRDGOLD (“Shareholders”) on 29 November 2023 (“DSP”), qualifying employees are awarded deferred shares on an annual basis (“Awards”).

Awards vest over five years at 20% per annum for F-band participants, and over three years at 33.3% per annum for E and D band participants, starting from the award date, and subject to the rules of the DSP, including the participant’s continued employment with the Group. Vested Awards are settled in the form of DRDGOLD ordinary shares (“DRDGOLD Shares”) at a zero-exercise price.

DRDGOLD hereby advises Shareholders of the following acceptances of Awards by directors, prescribed officers and the company secretary of DRDGOLD and directors and an alternate director of its major subsidiaries:

Nature of transactions:			Acceptance of Awards
Class of securities:			Deferred shares, which will be settled in DRDGOLD Shares upon vesting, in accordance with the rules of the DSP
Date of acceptance of Awards:			21 August 2025
Strike price:			Rnil
Nature and extent of interests:			Direct beneficial
Deemed price per DRDGOLD Share:			R27.42 (based on the 7-trading day volume weighted average price of a DRDGOLD Share on the award date, being 13 August 2025)
Transactions completed:			Off-market

Name of director:			Niel Pretorius
Name of company of which a director:			DRDGOLD
Number of deferred shares:			177,688
Deemed value of transaction:			R4 872 204.96
Vesting date:			13 August 2030

Name of director:			Riaan Davel
Name of company of which a director:			DRDGOLD
Number of deferred shares:			97,277
Deemed value of transaction:			R2 667 335.34
Vesting date:			13 August 2030

Name of director:			Henriette Hooijer
Name of company of which a director:			DRDGOLD
Number of deferred shares:			55,418
Deemed value of transaction:			R1 519 561.56
Vesting date:			13 August 2028

Name of prescribed officer:			Jaco Schoeman
Name of company of which a prescribed officer:			DRDGOLD
Number of deferred shares:			97,015
Deemed value of transaction:			R2 660 151.30
Vesting date:			13 August 2030

Name of director of subsidiary:			Henry Gouws
Name of company of which a director:			Ergo Mining Proprietary Limited (“Ergo”)
Number of deferred shares:			84,134
Deemed value of transaction:			R2 306 954.28
Vesting date:			13 August 2030

Name of alternate director of subsidiary:			Ryno Bornman
Name of company of which an alternate director:			Ergo
Number of deferred shares:			36,596
Deemed value of transaction:			R1 003 462.32
Vesting date:			13 August 2028

Name of director of subsidiary:			Kevin Kruger
Name of company of which a director:			Far West Gold Recoveries Proprietary Limited
Number of deferred shares:			84,009
Deemed value of transaction:			R2 303 526.78
Vesting date:			13 August 2030

Name of company secretary:			Kgomotso Mbanyele
Name of company of which company secretary:			DRDGOLD
Number of deferred shares:			22,717
Deemed value of transaction:			R622 900.14
Vesting date:			13 August 2028

In compliance with paragraph 3.66 of the JSE Limited Listings Requirements, prior clearance to deal was obtained from the chairman of the board of directors of DRDGOLD.

Johannesburg

22 August 2025

Sponsor

One Capital

FAQ

What did DRDGOLD (DRD) disclose in this 6-K filing?

DRDGOLD disclosed the acceptance of deferred share awards by its directors, prescribed officers, subsidiary directors and company secretary under the company’s Single Incentive Plan, incorporating the Deferred Share Plan.

How do DRDGOLD's deferred share awards under the DSP work?

Under the DSP, qualifying employees receive deferred shares annually. Awards vest over five years at 20% per year for F-band participants and over three years at 33.3% per year for E and D band participants, subject to continued employment and the plan rules. Vested awards are settled in DRDGOLD ordinary shares at a zero exercise price.

What was the deemed price used for DRDGOLD’s August 2025 awards?

The awards used a deemed price of R27.42 per DRDGOLD share, based on the seven‑trading‑day volume‑weighted average price on the award date, 13 August 2025.

Which DRDGOLD directors received the largest deferred share awards?

Director Niel Pretorius accepted 177,688 deferred shares with a deemed value of R4,872,204.96, and director Riaan Davel accepted 97,277 deferred shares with a deemed value of R2,667,335.34. Both vest on 13 August 2030.

Did DRDGOLD’s subsidiary directors and company secretary also receive awards?

Yes. Deferred shares were accepted by, among others, Henry Gouws (84,134 deferred shares as a director of Ergo Mining Proprietary Limited), Kevin Kruger (84,009 deferred shares as a director of Far West Gold Recoveries Proprietary Limited), and company secretary Kgomotso Mbanyele (22,717 deferred shares), with vesting dates in August 2028 or August 2030.

Were DRDGOLD’s award acceptances cleared under JSE requirements?

Yes. In line with paragraph 3.66 of the JSE Listings Requirements, DRDGOLD states that prior clearance to deal was obtained from the chairman of the board before these award acceptances.