6-K
Smith & Nephew PLC (SNN)
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
March 24, 2026
Commission File Number 001-14978
SMITH & NEPHEW plc
(Registrant’s name)
Building 5, Croxley Park, Hatters Lane
Watford, England, WD18 8YE
(Address of principal executive office)
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 __
SMITH & NEPHEW PLC
24 March 2026
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM
This announcement is made in accordance with the UK Market Abuse Regulation (Regulation (EU) 596/2014, as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018).
On 23 March 2026, the Company received notification of the following transactions in US$0.20 ordinary shares (the "Shares") in Smith & Nephew plc (the "Company") following the vesting of awards under the Smith & Nephew Global Share Plans 2020 and 2010 and the Smith & Nephew Restricted Share Plan 2024.
1. VESTING OF 2023 PERFORMANCE SHARE AWARDS MADE UNDER THE GLOBAL SHARE PLANS 2020 AND 2010.
The awards vested on 23 March 2026 and a number of Shares were sold to cover the tax liability arising on the vesting. The number of Shares acquired includes the dividend equivalent Shares which participants receive on vested Shares. The table below sets out the number of shares under award which vested. The remaining shares under award have lapsed.
The following relates to individuals included in the below notification:
| Reason for the notification | ||||
|---|---|---|---|---|
| Initial notification /Amendment | Initial notification | |||
| Details of the issuer, emission allowance market participant,<br>auction platform, auctioneer or auction monitor | ||||
| Name | Smith & Nephew plc | |||
| LEI | 213800ZTMDN8S67S1H61 | |||
| Details of the transaction(s): section to be repeated for (i) each<br>type of instrument; (ii) each type of transaction; (iii) each date;<br>and (iv) each place where transactions have been<br>conducted | ||||
| Description of the financial instrument, type of<br>instrument | Smith & Nephew plc ordinary shares of USD 0.20<br>each | |||
| Identification code | ISIN: GB0009223206 | |||
| Nature of the transaction | Vesting of awards under the Smith & Nephew Global Share Plans<br>2020 and 2010 followed<br>by the sale of shares to cover the relevant tax<br>liabilities. | |||
| Date of Transaction | 23 March 2026 | |||
| Place of Transaction | London Stock Exchange (XLON) | |||
| Name<br><br><br>(Position) | Status | Price (£) | Volume | Aggregated information |
| --- | --- | --- | --- | --- |
| Deepak Nath<br><br><br>(Chief Executive Officer) | Director | 11.938637 | 109, 650 (of<br>which 44,994 were sold and 64, 656<br>retained) | N/A Single Transaction |
| Helen Barraclough<br><br><br>(Group General Counsel and Company Secretary) | PDMR | 11.938637 | 24,047 (of which 11,342 were sold and 12,705 retained) | N/A Single Transaction |
| Paul Connolly<br><br><br>(President Global Operations) | PDMR | 11.938637 | 31,789 (of which 9,289 were sold and 22,500 retained) | N/A Single Transaction |
| Craig Gaffin<br><br><br>(President, Orthopaedics) | PDMR | 11.938637 | 14,565 (of which 3,691 were sold and 10,874 retained) | N/A Single Transaction |
| Mizanu Kebede<br><br><br>(Chief Quality & Regulatory Affairs Officer) | PDMR | 11.938637 | 32,504 (of which 10,572 were sold and 21,932 retained) | N/A Single Transaction |
| Elga Lohler<br><br><br>(Chief HR Officer) | PDMR | 11.938637 | 39,778 (of which 16,023 were sold and 23,755 retained) | N/A Single Transaction |
| Vasant Padmanabhan<br><br><br>(President Research & Development, ENT and Emerging<br>Markets) | PDMR | 11.938637 | 38,697 (of which 15,534 were sold and 23,163 retained) | N/A Single Transaction |
| Alison Parkes<br><br><br>(Chief Compliance Officer) | PDMR | 11.938637 | 9, 403 (of<br>which 4, 307 were sold and 5 096<br>retained) | N/A Single Transaction |
| Scott Schaffner<br><br><br>(President Sports Medicine) | PDMR | 11.938637 | 56,942 (of which 19,961 were sold and 36,981 retained) | N/A Single Transaction |
| Rohit Kashyap<br><br><br>(President, Advanced Wound Management and Global Commercial<br>Operations) | PDMR | 11.938637 | 60,390 (of which 16,309 were sold and 44,081 retained) | N/A Single Transaction |
All figures in these columns are stated to 6 decimal places where applicable.
2. VESTING OF DEFERRED BONUS SHARE AWARDS MADE UNDER THE GLOBAL SHARE PLAN 2020
The awards vested on 23 March 2026 and a number of Shares were sold to cover taxation obligations arising on the vesting. The number of Shares acquired includes the dividend equivalent Shares which participants receive on vested Shares.
The following relates to individuals included in the below notification:
| Reason for the notification | ||||
|---|---|---|---|---|
| Initial notification /Amendment | Initial notification | |||
| Details of the issuer, emission allowance market participant,<br>auction platform, auctioneer or auction monitor | ||||
| Name | Smith & Nephew plc | |||
| LEI | 213800ZTMDN8S67S1H61 | |||
| Details of the transaction(s): section to be repeated for (i) each<br>type of instrument; (ii) each type of transaction; (iii) each date;<br>and (iv) each place where transactions have been<br>conducted | ||||
| Description of the financial instrument, type of<br>instrument | Smith & Nephew plc ordinary shares of USD 0.20<br>each | |||
| Identification code | ISIN: GB0009223206 | |||
| Nature of the transaction | Vesting of Deferred Bonus Share awards under the Smith & Nephew<br>Global Share Plan 2020 followed by the sale of shares to cover the<br>relevant tax liabilities. | |||
| Date of Transaction | 23 March 2026 | |||
| Place of Transaction | London Stock Exchange (XLON) | |||
| Name<br><br><br>(Position) | Status | Price (£) | Volume | Aggregated information |
| --- | --- | --- | --- | --- |
| Deepak Nath<br><br><br>(Chief Executive Officer) | Director | 11.938637 | 27,739 (of which 11,383 were sold and 16,356 retained) | N/A Single Transaction |
| Helen Barraclough<br><br><br>(Group General Counsel and Company Secretary) | PDMR | 11.938637 | 8,793 (of which 4,148 were sold and 4,645 retained) | N/A Single Transaction |
| Paul Connolly<br><br><br>(President Global Operations) | PDMR | 11.938637 | 9,099 (of which 3,458 were sold and 5,641 retained) | N/A Single Transaction |
| Craig Gaffin<br><br><br>(President, Orthopaedics) | PDMR | 11.938637 | 5,310 (of which 1,401 were sold and 3,909 retained) | N/A Single Transaction |
| Mizanu Kebede<br><br><br>(Chief Quality & Regulatory Affairs Officer) | PDMR | 11.938637 | 9,963 (of which 4,002 were sold and 5,961 retained) | N/A Single Transaction |
| Elga Lohler<br><br><br>(Chief HR Officer) | PDMR | 11.938637 | 13,214 (of which 5,325 were sold and 7,889 retained) | N/A Single Transaction |
| Vasant Padmanabhan<br><br><br>(President Research & Development, ENT and Emerging<br>Markets) | PDMR | 11.938637 | 12,619 (of which 5,065 were sold and 7,554 retained) | N/A Single Transaction |
| Alison Parkes<br><br><br>(Chief Compliance Officer) | PDMR | 11.938637 | 5,550 (of which 2,604 were sold and 2,946 retained.) | N/A Single Transaction |
| Scott Schaffner<br><br><br>(President Sports Medicine) | PDMR | 11.938637 | 14,045 (of which 5,147 were sold and 8,898 retained) | N/A Single Transaction |
| Rohit Kashyap (President, Advanced Wound Management and Global<br>Commercial Operations) | PDMR | 11.938637 | 9,671 (of which 3,445 were sold and 6,226 retained) | N/A Single Transaction |
All figures in these columns are stated to 6 decimal places where applicable.
3. PARTIAL VESTING OF 2025 RESTRICTED SHARE AWARDS MADE UNDER THE RESTRICTED SHARE PLAN 2024
The awards vested on 23 March 2026 and a number of Shares were sold to cover taxation obligations arising on the vesting of the awards. The number of Shares acquired includes the dividend equivalent Shares which participants receive on vested Shares.
The following relates to individuals included in the below notification:
| Reason for the notification | ||||
|---|---|---|---|---|
| Initial notification /Amendment | Initial notification | |||
| Details of the issuer, emission allowance market participant,<br>auction platform, auctioneer or auction monitor | ||||
| Name | Smith & Nephew plc | |||
| LEI | 213800ZTMDN8S67S1H61 | |||
| Details of the transaction(s): section to be repeated for (i) each<br>type of instrument; (ii) each type of transaction; (iii) each date;<br>and (iv) each place where transactions have been<br>conducted | ||||
| Description of the financial instrument, type of<br>instrument | Smith & Nephew plc ordinary shares of USD 0.20<br>each | |||
| Identification code | ISIN: GB0009223206 | |||
| Nature of the transaction | Vesting of Restricted Share awards under the Smith & Nephew<br>Restricted Share Plan 2024 followed by the sale of shares to cover<br>the relevant tax liabilities. | |||
| Date of Transaction | 23 March 2026 | |||
| Place of Transaction | London Stock Exchange (XLON) | |||
| Name<br><br><br>(Position) | Status | Price (£) | Volume | Aggregated information |
| --- | --- | --- | --- | --- |
| Deepak Nath<br><br><br>(Chief Executive Officer) | Director | 11.938637 | 45,220 (of which 18,587 were sold and 26,633 retained) | N/A Single Transaction |
| John Rogers<br><br><br>(Chief Financial Officer) | Director | 11.938637 | 13 902 (of which 8, 663 were sold and 5 239<br>retained) | N/A Single Transaction |
| Helen Barraclough<br><br><br>(Group General Counsel and Company Secretary) | PDMR | 11.938637 | 7,942 (of which 3,746 were sold and 4,196 retained) | N/A Single Transaction |
| Paul Connolly<br><br><br>(President, Global Operations) | PDMR | 11.938637 | 7,732 (of which 3,387 were sold and 4,345 retained) | N/A Single Transaction |
| Craig Gaffin<br><br><br>(President, Orthopaedics) | PDMR | 11.938637 | 13,159 (of which 3,216 were sold and 9,943 retained) | N/A Single Transaction |
| Mizanu Kebede<br><br><br>(Chief Quality & Regulatory Affairs Officer) | PDMR | 11.938637 | 8,091 (of which 3,764 were sold and 4,327 retained) | N/A Single Transaction |
| Elga Lohler<br><br><br>(Chief HR Officer) | PDMR | 11.938637 | 13,120 (of which 5,309 were sold and 7,811 retained) | N/A Single Transaction |
| Vasant Padmanabhan<br><br><br>(President Research & Development, ENT and Emerging<br>Markets) | PDMR | 11.938637 | 10,661 (of which 4,280 were sold and 6,381 retained) | N/A Single Transaction |
| Alison Parkes<br><br><br>(Chief Compliance Officer) | PDMR | 11.938637 | 3,441 (of which 1,623 were sold and 1,818 retained) | N/A Single Transaction |
| Scott Schaffner<br><br><br>(President Sports Medicine) | PDMR | 11.938637 | 15,437 (of which 6,555 were sold and 8,882 retained) | N/A Single Transaction |
| Rohit Kashyap (President, Advanced Wound Management and Global<br>Commercial Operations) | PDMR | 11.938637 | 16,161 (of which 6,383 were sold and 9,778 retained) | N/A Single Transaction |
All figures in these columns are stated to 6 decimal places where applicable.
Philip Horner
Group Deputy Company Secretary
Smith & Nephew plc
Tel: +44 (0)1923 477100
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.
| Smith & Nephew plc | ||
|---|---|---|
| (Registrant) | ||
| Date:<br>March 24, 2026 | By: | /s/<br>Helen Barraclough |
| Helen<br>Barraclough | ||
| Company<br>Secretary |