UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 under the
Securities Exchange Act of 1934
August29, 2025
CommissionFile Number 001-14978
SMITH & NEPHEW plc
(Registrant’sname)
Building 5, Croxley Park, Hatters Lane
Watford, England, WD18 8YE
(Addressof principal executive office)
Indicateby check mark whether the registrant files or will file annualreports under cover of Form 20-F or Form 40-F.
Form20-F a Form 40-F__
SMITH & NEPHEW PLC
29 August 2025
NOTIFICATION AND PUBLIC DISCLOSURE IN ACCORDANCE WITH THEREQUIREMENTS OF THE EU MARKET ABUSE REGULATION OF TRANSACTIONS BYPERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES ("PDMR") ANDPERSONS CLOSELY ASSOCIATED WITH THEM.
This announcement is made in accordance with the UK Market AbuseRegulation (Regulation (EU) 596/2014, as it forms part of domesticlaw by virtue of the European Union (Withdrawal) Act2018).
1. AWARDS MADE UNDER THE GLOBAL SHARE PLAN2020
On 27 August 2025, the following awards of US$0.20 ordinary shares(the "Shares") in Smith & Nephew plc (the "Company") weregranted to Ajay Dhankhar under the Smith & Nephew Global SharePlan 2020. The awards have been made in London and are based on theclosing Share price on the London Stock Exchange between 6 and 19August 2025 inclusive, of £13.48.
i. PERFORMANCESHARE PROGRAMME 2025 AWARDS
The following Performance Share awards will vest asfollows:
a. *40,005 shares will vest on 8 March 2027 subject to the achievementof performance conditions measured over the period 1 January 2024to 31 December 2027; and
b. **87,370 shares will vest on 27 August 2028 subject to theachievement of performance conditions measured over the period 1January 2025 to 31 December 2028.
*The number of shares subject to the above awards are shown attarget vesting. Should maximum vesting be achieved, the participantwill receive 2x the number of shares shown above. The participantwill receive an additional number of shares equivalent to theamount of dividend payable per vested share during the relevantperformance period.
** The number of shares subject to the above awards are shown atmaximum vesting. This award will vest proportionally depending uponthe extent to which the associated performance conditions are met.The participant will receive an additional number of sharesequivalent to the amount of dividend payable per vested shareduring the relevant performance period.
The following relates to the individual included in thissection:
Reason for the notification |
Initialnotification /Amendment | Initialnotification |
Details of the issuer, emission allowance market participant,auction platform, auctioneer or auction monitor |
Name | Smith& Nephew plc |
LEI | 213800ZTMDN8S67S1H61 |
Details of the transaction(s): section to be repeated for (i) eachtype of instrument; (ii) each type of transaction; (iii) each date;and (iv) each place where transactions have beenconducted |
Descriptionof the financial instrument, type of instrument | Smith& Nephew plc ordinary shares of USD 0.20 each |
Identificationcode | ISIN:GB0009223206 |
Natureof the transaction | PerformanceShare awards granted at target under the Smith & NephewGlobal Share Plan 2020. |
Date ofTransaction | 2025 -08 - 27 |
Placeof Transaction | Granttook place outside a trading venue |
Name (Position) | Status | Price (£) | Volume | Aggregated information |
AjayDhankhar (Chief Corporate Strategy & DevelopmentOfficer) | PDMR | Nil | 127,375 | N/ASingle Transaction |
ii. SHAREAWARDS
One third of the share awards detailed below will vest on 27 August2026, a further third will vest on 27 August 2027, and the finalthird will vest on 27 August 2028. Each vesting is subject to AjayDhankhar remaining in the employment of the Group on the vestingdates, not being under notice and not having achieved an"unsatisfactory performance" rating for his personal performance inthe year prior to each vesting date.
Reason for the notification |
Initialnotification /Amendment | Initialnotification |
Details of the issuer, emission allowance market participant,auction platform, auctioneer or auction monitor |
Name | Smith& Nephew plc |
LEI | 213800ZTMDN8S67S1H61 |
Details of the transaction(s): section to be repeated for (i) eachtype of instrument; (ii) each type of transaction; (iii) each date;and (iv) each place where transactions have beenconducted |
Descriptionof the financial instrument, type of instrument | Smith& Nephew plc ordinary shares of USD 0.20 each |
Identificationcode | ISIN:GB0009223206 |
Natureof the transaction | Shareawards granted under the Smith & Nephew Global SharePlan 2020. |
Date ofTransaction | 2025 -08 - 27 |
Placeof Transaction | Granttook place outside a trading venue |
Name(Position) | Status | Price (£) | Volume | Aggregated information |
AjayDhankhar (Chief Corporate Strategy & DevelopmentOfficer) | PDMR | Nil | 82,572 | N/ASingle Transaction |
2. AWARDSMADE UNDER THE RESTRICTED SHARE PLAN 2024
On 27 August 2025, the following awards of US$0.20 ordinary shares(the "Shares") in Smith & Nephew plc (the "Company") weregranted to Ajay Dhankhar under the Smith & Nephew RestrictedShare Plan 2024. The awards have been made in London and are basedon the closing Share price on the London Stock Exchange between 6and 19 August 2025 inclusive, of £13.48.
One third of the Restricted Share awards detailed below will veston 27 August 2026, a further third will vest on 27 August 2027, andthe final third will vest on 27 August 2028. Each vesting issubject to Ajay Dhankhar remaining in the employment of the Groupon the vesting dates, not being under notice and not havingachieved an "unsatisfactory performance" rating for his personalperformance in the year prior to each vesting date.
Reason for the notification |
Initialnotification /Amendment | Initialnotification |
Details of the issuer, emission allowance market participant,auction platform, auctioneer or auction monitor |
Name | Smith& Nephew plc |
LEI | 213800ZTMDN8S67S1H61 |
Details of the transaction(s): section to be repeated for (i) eachtype of instrument; (ii) each type of transaction; (iii) each date;and (iv) each place where transactions have beenconducted |
Descriptionof the financial instrument, type of instrument | Smith& Nephew plc ordinary shares of USD 0.20 each |
Identificationcode | ISIN:GB0009223206 |
Natureof the transaction | RestrictedShare awards granted under the Smith & Nephew Restricted SharePlan 2024 |
Date ofTransaction | 2025 -08 - 27 |
Placeof Transaction | Granttook place outside a trading venue |
Name (Position) | Status | Price (£) | Volume | Aggregated information |
AjayDhankhar (Chief Corporate Strategy & DevelopmentOfficer) | PDMR | Nil | 39,359 | N/ASingle Transaction |
Helen Barraclough
Company Secretary
Smith & Nephew plc
Tel: +44 (0)1923 477100
SIGNATURES
Pursuantto the requirements of the Securities Exchange Act of 1934, theregistrant has duly caused this report to be signed on its behalfby the undersigned, thereunto duly authorized.
| | |
| | Smith & Nephew plc |
| | (Registrant) |
| | |
| | |
Date:August 29, 2025 | By: | /s/Helen Barraclough |
| | HelenBarraclough |
| | CompanySecretary |