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