[6-K] Diageo plc Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Diageo plc’s July 2025 Form 6-K is largely administrative. As of 30 Jun 2025 the company had 2,432,425,127 ordinary shares issued; 207,098,769 are held in treasury, leaving 2,225,326,358 voting shares for FCA disclosure calculations.

The six-month block-listing review shows no shares issued under either the Associated Companies Share Incentive Plan or the 2014 LTIP during H1-25; unallotted balances remain 214,635 and 41,119, signalling no dilution.

Insider dealings on 10 Jul 2025 were small: Chair Sir John Manzoni bought 335 shares at £19.55 (~£6.5k). CFO Nik Jhangiani and five Executive Committee members each bought 8 partnership shares at £19.51 and received 4 matching shares at nil cost under the 2001 Share Incentive Plan. Aggregate volumes are immaterial versus the 2.2 bn share base.

No earnings, guidance or material strategic updates are provided; the filing fulfils UK disclosure obligations on share capital and PDMR transactions.

Positive

• No new shares issued under incentive plans, avoiding dilution.
• Insider purchases by Chair and CFO, albeit modest, may indicate confidence.
• Transparent compliance with UK disclosure rules lowers governance risk.

Negative

• Transactions are immaterial relative to 2.2 bn shares, offering little insight into insider sentiment.
• No financial performance data or forward guidance, limiting investor usefulness.

Insights

Equity Analyst

TL;DR: Filing is routine; minimal insider buys, no dilution and no financial guidance—neutral for valuation.

The share count and treasury stock positions are unchanged, so per-share metrics are unaffected. Insider purchases by the Chair and senior executives are positive optically but too small to signal conviction. Absence of earnings or outlook makes the document immaterial to near-term cash-flow models. Overall impact on DEO’s equity story is neutral.

Corporate Governance Specialist

TL;DR: Demonstrates strong compliance with UK DTR and MAR; governance standards maintained, investment impact limited.

Timely disclosure of voting rights, block-listing status and PDMR trades aligns with best practices, reducing regulatory risk. Stable share schemes with zero issuance limit dilution concerns. However, small insider volumes and lack of strategic information mean limited signaling value for investors.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

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

SECURITIES EXCHANGE ACT OF 1934

For the month of July 2025

Commission File Number:  001-10691

DIAGEO plc

(Translation of registrant’s name into English)

16 Great Marlborough Street, London, United Kingdom, W1F 7HS  

(Address of principal executive offices)

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

Form 20-F   X                                                                  Form 40-F  

List identifying information required to be furnished

by Diageo plc pursuant to Rule 13a-16 or 15d-16 of

The Securities Exchange Act 1934

1 – 31 July 2025

Information Public Announcements/Press	Required by/when The Stock Exchange, London
Announcement Total Voting Rights 01 July 2025	Announcement Block listing Interim Review 01 July 2025
Announcement  Director/PDMR Shareholding 10 July 2025	Announcement  Director/PDMR Shareholding 11 July 2025

Diageo PLC – Total Voting Rights

Dated 01 July 2025

Diageo plc

LEI: 213800ZVIELEA55JMJ32

Total Voting Rights and Capital

In conformity with Paragraph 5.6.1R of the Disclosure Guidelines and Transparency Rules and Article 15 of the Transparency Directive, Diageo plc (the "Company") would like to notify the market of the following:

The Company's issued capital as at 30 June 2025 consisted of 2,432,425,127 Ordinary Shares of 28 101/108 pence each ("Ordinary Shares"), with voting rights. 207,098,769 Ordinary Shares were held in Treasury, in respect of which, voting rights were not exercised.

Therefore, the total number of voting rights in the Company was 2,225,326,358 and this figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidelines and Transparency Rules.

James Edmunds

Deputy Company Secretary

1 July 2025

Diageo PLC – Block listing Interim Review

Dated 01 July 2025

Diageo plc

LEI: 213800ZVIELEA55JMJ32

BLOCK LISTING SIX MONTHLY RETURN

(Note: Italicised terms have the same meaning as given in the UK Listing Rules.)

Date: 1 July 2025

Name of applicant:		Diageo plc
Name of scheme:		Diageo plc Associated Companies Share Incentive Plan
Period of return:	From:	1 January 2025	To:	30 June 2025
Balance of unallotted securities under scheme(s) from previous return:		214,635
Plus: The amount by which the block scheme(s) has been increased since the date of the last return (if any increase has been applied for):		0
Less: Number of securities issued/allotted under scheme(s) during period (see UKLR 20.6.7G):		0
Equals: Balance under scheme(s) not yet issued/allotted at end of period:		214,635

Name of applicant:		Diageo plc
Name of scheme:		Diageo 2014 Long Term Incentive Plan
Period of return:	From:	1 January 2025	To:	30 June 2025
Balance of unallotted securities under scheme(s) from previous return:		41,119
Plus: The amount by which the block scheme(s) has been increased since the date of the last return (if any increase has been applied for):		0
Less: Number of securities issued/allotted under scheme(s) during period (see UKLR 20.6.7G):		0
Equals: Balance under scheme(s) not yet issued/allotted at end of period:		41,119

Name of contact:	James Edmunds, Deputy Company Secretary
Telephone number of contact:	+44 (0)20 7947 9100

Diageo PLC – Director/PDMR Shareholding

Dated 10 July 2025

Diageo plc

LEI: 213800ZVIELEA55JMJ32

Director/PDMR Shareholding

On 10 July 2025, Sir John Manzoni purchased shares under an arrangement with the Company.

The notification below, which has been made in accordance with the requirement of the UK Market Abuse Regulation, provides further details.

James Edmunds

Deputy Company Secretary

10 July 2025

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

1.	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Sir John Manzoni
2.	Reason for the notification
a)	Position / status	Chair
b)	Initial notification / amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Diageo plc
b)	LEI	213800ZVIELEA55JMJ32
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument Identification code	Ordinary shares of 28 101/108 pence GB0002374006
b)	Nature of the transaction	Share purchase under an arrangement with the Company
c)	Price(s) and volume(s)	Price(s)	Volume(s)
		£19.55	335
d)	Aggregated information - Aggregated volume - Price	N/A
e)	Date of transaction	2025-07-10
f)	Place of transaction	London Stock Exchange (XLON)

Diageo PLC – Director/PDMR Shareholding

Dated 11 July 2025

Diageo plc

LEI: 213800ZVIELEA55JMJ32

Director/PDMR Shareholding

On 10 July 2025, the following transactions took place in relation to the Diageo 2001 Share Incentive Plan:

1.   purchase of partnership shares using deductions from salary; and

2.   award of one matching share for every two partnership shares purchased.

The notifications below, which have been made in accordance with the requirement of the UK Market Abuse Regulation, provide further details.

James Edmunds

Deputy Company Secretary

11 July 2025

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

1.	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Nik Jhangiani
2.	Reason for the notification
a)	Position / status	Chief Financial Officer
b)	Initial notification / amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Diageo plc
b)	LEI	213800ZVIELEA55JMJ32
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument Identification code	Ordinary shares of 28 101/108 pence GB0002374006
b)	Nature of the transaction	1.  Purchase of partnership shares under the Diageo 2001 Share Incentive Plan 2.  Award of matching shares under the Diageo 2001 Share Incentive Plan
c)	Price(s) and volume(s)		Price(s)	Volume(s)
		1.	£19.51	8
		2.	Nil	4
d)	Aggregated information  - Aggregated volume - Price	N/A
e)	Date of transaction	2025-07-10
f)	Place of transaction	1.  London Stock Exchange (XLON) 2.  Outside a trading venue

1.	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Ewan Andrew
2.	Reason for the notification
a)	Position / status	Member of the Executive Committee
b)	Initial notification / amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Diageo plc
b)	LEI	213800ZVIELEA55JMJ32
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument Identification code	Ordinary shares of 28 101/108 pence GB0002374006
b)	Nature of the transaction	1.  Purchase of partnership shares under the Diageo 2001 Share Incentive Plan 2.  Award of matching shares under the Diageo 2001 Share Incentive Plan
c)	Price(s) and volume(s)		Price(s)	Volume(s)
		1.	£19.51	8
		2.	Nil	4
d)	Aggregated information  - Aggregated volume - Price	N/A
e)	Date of transaction	2025-07-10
f)	Place of transaction	1.  London Stock Exchange (XLON) 2.  Outside a trading venue

1.	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Cristina Diezhandino
2.	Reason for the notification
a)	Position / status	Member of the Executive Committee
b)	Initial notification / amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Diageo plc
b)	LEI	213800ZVIELEA55JMJ32
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument Identification code	Ordinary shares of 28 101/108 pence GB0002374006
b)	Nature of the transaction	1.  Purchase of partnership shares under the Diageo 2001 Share Incentive Plan 2.  Award of matching shares under the Diageo 2001 Share Incentive Plan
c)	Price(s) and volume(s)		Price(s)	Volume(s)
		1.	£19.51	8
		2.	Nil	4
d)	Aggregated information  - Aggregated volume - Price	N/A
e)	Date of transaction	2025-07-10
f)	Place of transaction	1. London Stock Exchange (XLON) 2. Outside a trading venue

1.	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Daniel Mobley
2.	Reason for the notification
a)	Position / status	Member of the Executive Committee
b)	Initial notification / amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Diageo plc
b)	LEI	213800ZVIELEA55JMJ32
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument Identification code	Ordinary shares of 28 101/108 pence GB0002374006
b)	Nature of the transaction	1.  Purchase of partnership shares under the Diageo 2001 Share Incentive Plan 2.  Award of matching shares under the Diageo 2001 Share Incentive Plan
c)	Price(s) and volume(s)		Price(s)	Volume(s)
		1.	£19.51	8
		2.	Nil	4
d)	Aggregated information  - Aggregated volume - Price	N/A
e)	Date of transaction	2025-07-10
f)	Place of transaction	1.  London Stock Exchange (XLON) 2.  Outside a trading venue

1.	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Dayalan Nayager
2.	Reason for the notification
a)	Position / status	Member of the Executive Committee
b)	Initial notification / amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Diageo plc
b)	LEI	213800ZVIELEA55JMJ32
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument Identification code	Ordinary shares of 28 101/108 pence GB0002374006
b)	Nature of the transaction	1.  Purchase of partnership shares under the Diageo 2001 Share Incentive Plan 2.  Award of matching shares under the Diageo 2001 Share Incentive Plan
c)	Price(s) and volume(s)		Price(s)	Volume(s)
		1.	£19.51	8
		2.	Nil	4
d)	Aggregated information  - Aggregated volume - Price	N/A
e)	Date of transaction	2025-07-10
f)	Place of transaction	1.  London Stock Exchange (XLON) 2.  Outside a trading venue

1.	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Louise Prashad
2.	Reason for the notification
a)	Position / status	Member of the Executive Committee
b)	Initial notification / amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Diageo plc
b)	LEI	213800ZVIELEA55JMJ32
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument Identification code	Ordinary shares of 28 101/108 pence GB0002374006
b)	Nature of the transaction	1.     Purchase of partnership shares under the Diageo 2001 Share Incentive Plan 2.     Award of matching shares under the Diageo 2001 Share Incentive Plan
c)	Price(s) and volume(s)		Price(s)	Volume(s)
		1.	£19.51	7
		2.	Nil	4
d)	Aggregated information  - Aggregated volume - Price	N/A
e)	Date of transaction	2025-07-10
f)	Place of transaction	1. London Stock Exchange (XLON) 2. Outside a trading venue

SIGNATURE

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.

Diageo plc

(Registrant)

Date: 01 August 2025

By:___/s/ James Edmunds

James Edmunds

Deputy Company Secretary

FAQ

How many voting shares does Diageo plc (DEO) have as of 30 June 2025?

The company reports 2,225,326,358 voting shares after excluding treasury stock.

Did Diageo issue any new shares under its incentive plans in H1-2025?

No. The block-listing return shows zero shares issued; unallotted balances remain 214,635 and 41,119.

What insider transactions were disclosed in the 6-K?

Chair Sir John Manzoni bought 335 shares at £19.55; CFO and others purchased 8 shares each at £19.51 and received matching shares.

Does the filing contain earnings or guidance updates?

No. The document is limited to share-capital and PDMR disclosures without any financial results or outlook.

Why is the voting-rights figure important for shareholders?

It serves as the denominator when investors calculate whether they must notify stake changes under FCA transparency rules.