Diageo SEC Filings

Diageo plc appointed Sir Dave Lewis as Chief Executive Officer and Executive Director, effective 1 January 2026. Lewis, former Tesco Group CEO and long-time Unilever executive, will step down as Haleon Chair on 31 December 2025 and continues as a non-executive director at PepsiCo. The Board cited his experience in building and marketing global brands and leading large consumer businesses.

Nik Jhangiani will remain Interim CEO through December and then resume his CFO role, with Deirdre Mahlan continuing to support the transition as Interim CFO. Lewis’s package includes an annual salary of GBP 1,500,000 and a pension contribution of 14% of base salary, alongside standard incentive and shareholding arrangements under Diageo’s remuneration policy.

Diageo plc reported that all resolutions at its 6 November 2025 Annual General Meeting were passed. Shareholders approved the 2025 report and accounts with 99.89% votes for and the directors’ remuneration report with 89.19% for. The final dividend was approved.

Board changes were backed, including the appointment of John Rishton and the re‑appointment of all named directors. Shareholders also approved key authorities: to allot shares, to disapply pre‑emption rights, to purchase the company’s own ordinary shares (99.80% for), adoption of the Diageo 2025 Share Value Plan, adoption of new articles of association, and reduced notice for general meetings. There were 2,226,402,464 ordinary shares in issue (excluding treasury shares) on 6 November 2025.

Diageo plc filed a Q1 fiscal 26 trading update reporting flat organic net sales, as 2.9% organic volume growth was fully offset by a 2.8% negative price/mix. Reported net sales declined 2.2% to $4.9bn, largely due to disposals, with negligible foreign exchange impact.

Regional trends were mixed: Europe grew 3.5% organically, Latin America and Caribbean rose 10.9%, and Africa gained 8.9%, while North America fell 2.7% and Asia Pacific declined 7.5% amid weakness in Chinese white spirits, which the company estimates reduced group net sales by about 2.5% in the quarter.

Management updated its fiscal 26 outlook to reflect softer US demand and China headwinds: organic net sales are expected to be flat to slightly down, and organic operating profit to grow low to mid‑single digit with positive operating leverage supported by the Accelerate cost programme. Guidance includes a ~25% tax rate, ~4.0% effective interest rate, capex at the lower end of $1.2–1.3bn, and about $3bn in free cash flow (vs $2.7bn in fiscal 25). The company targets a 2.5–3.0x leverage ratio no later than fiscal 28 and reiterates cost savings of about $625m over three years.

Diageo plc furnished a Form 6-K summarizing October updates. As at 30 September 2025, issued capital was 2,432,425,480 Ordinary Shares, including 206,037,878 held in treasury; total voting rights were 2,226,387,602.

The company also published Final Terms for euro-denominated notes issued by Diageo Finance plc and guaranteed by Diageo plc: EUR 500,000,000 3.250% Fixed Rate Instruments due 3 October 2032 and EUR 500,000,000 3.750% Fixed Rate Instruments due 3 October 2037, under the European Debt Issuance Programme.

Director/PDMR disclosures noted routine share dealings on 10 October 2025. Chair Sir John Manzoni purchased 358 shares at £18.33. Under the 2001 Share Incentive Plan, certain executives acquired partnership shares (typically 8–9) at £18.31 with matching shares (typically 4–5) awarded.

Diageo plc priced 00 million of euro-denominated fixed-rate bonds totaling 000 million under its European Debt Issuance Programme, issued by Diageo Finance plc and fully guaranteed by Diageo plc. The transaction comprises two equal tranches: 00 million maturing 3 October 2032 with a 3.250% coupon and 00 million maturing 3 October 2037 with a 3.750% coupon. Proceeds will be used for general corporate purposes. The offering was managed by a syndicate led by Citigroup, HSBC, Morgan Stanley and UBS, with additional passive joint lead managers named. The bonds are being offered to eligible counterparties and professional clients outside the United States under Regulation S, and the final base prospectus and final terms will be available on the London Stock Exchange.

Diageo plc reported its total voting rights and routine regulatory disclosures for September 2025. The company had 2,432,425,127 Ordinary Shares issued as at 31 August 2025, of which 207,046,917 were held in treasury and did not carry voting rights, leaving a total of 2,225,378,210 voting rights. The filing also discloses multiple Director/PDMR shareholding notifications related to releases or exercises under the Diageo 2014 Long Term Incentive Plan and lists transaction volumes and prices where provided. Diageoannounces its 2025 Annual General Meeting will be held on 6 November 2025 as a combined physical and electronic meeting; the Notice and Form of Proxy are available via the FCA National Storage Mechanism and on www.diageo.com.

Diageo plc announced the appointment of John Rishton as a Non-Executive Director effective 1 November 2025. Mr. Rishton brings over 40 years of business experience including nearly 14 years as a chief executive or chief financial officer and senior roles at Rolls-Royce, Royal Ahold, British Airways and Ford. He currently chairs Informa plc and Serco Group PLC, from which he will retire on 31 December 2025. On appointment he will join Diageo's Audit and Nomination Committees. The announcement confirms no further Listing Rule disclosures are required.

Diageo plc reported its total issued ordinary share capital and voting rights, disclosed a director share purchase, and published a debt programme prospectus. The company stated it had 2,432,425,127 ordinary shares of 28 101/108 pence each, of which 207,087,620 were held in treasury and not exercisable for voting, giving a total voting rights denominator of 2,225,337,507 for shareholder notification purposes. The company disclosed that Sir John Manzoni purchased ordinary shares under an arrangement with the company, with a reported price of £20.46. A Prospectus for Diageo's Programme for the Issuance of Debt Instruments (Diageo plc, Diageo Finance plc and Diageo Capital B.V.) is available via the provided RNS and FCA National Storage Mechanism links. Contact details for investor and media relations were included.

Diageo plc has issued its Annual Report for the year ended 30 June 2025 and filed the Annual Report on Form 20-F following preliminary results published on 5 August 2025. The reports, including the company's audited financial statements, are available on www.diageo.com and the Annual Report has been submitted to the National Storage Mechanism for availability shortly. A Notice of Annual General Meeting and Form of Proxy will be made available to shareholders on 30 September 2025. Shareholders may request a free hard copy of the Form 20-F and audited statements by contacting the Company Secretariat or the investor relations team at the provided addresses and emails.