Diageo (NYSE: DEO) details voting rights and February insider share buys

Rhea-AI Filing Summary

Diageo plc filed a report summarizing several February 2026 disclosures. As of 31 January 2026, the company’s issued capital was 2,432,425,480 ordinary shares, including 205,986,795 held in treasury, giving a total of 2,226,438,685 voting rights for regulatory threshold calculations.

The filing also records insider share purchases and awards under Diageo share incentive plans. Chair Sir John Manzoni bought 365 ordinary shares at £17.99, while the Chief Financial Officer and multiple Executive Committee members acquired small numbers of partnership shares with matching shares granted.

In addition, Senior Independent Director Susan Kilsby is noted as serving as Executive Chair of Fortune Brands Innovations, Inc. from 12 February 2026 to 13 May 2026, temporarily assuming CEO duties there before returning to her non-executive chair role.

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 February 2026

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 – 28 February 2026)

Information Public Announcements/Press	Required by/when The Stock Exchange, London
Announcement Total Voting Rights  02 February 2026	Announcement  Director/PDMR Shareholding 10 February 2026
Announcement  Director/PDMR Shareholding 10 February 2026	Announcement Director Declaration 13 February 2026
Announcement Director/PDMR Shareholding 19 February 2026

Diageo PLC – Total Voting Rights

Dated 02 February 2026

Diageo plc

LEI: 213800ZVIELEA55JMJ32

Total Voting Rights and Capital

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

The Company's issued capital as at 31 January 2026 consisted of 2,432,425,480 Ordinary Shares of 28 101/108 pence each ("Ordinary Shares"), with voting rights. 205,986,795 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 2,226,438,685 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

2 February 2026

Diageo PLC – Director/PDMR Shareholding

Dated 10 February 2026

Diageo plc

LEI: 213800ZVIELEA55JMJ32

Director/PDMR Shareholding

On 10 February 2026, 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 February 2026

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)
		£17.99	365
d)	Aggregated information - Aggregated volume - Price	N/A
e)	Date of transaction	2026-02-10
f)	Place of transaction	London Stock Exchange (XLON)

Diageo PLC – Director/PDMR Shareholding

Dated 10 February 2026

Diageo plc

LEI: 213800ZVIELEA55JMJ32

Director/PDMR Shareholding

On 10 February 2026, 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

10 February 2026

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.	£17.84	9
		2.	Nil	4
d)	Aggregated information - Aggregated volume - Price	N/A
e)	Date of transaction	2026-02-10
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.	£17.84	8
		2.	Nil	4
d)	Aggregated information - Aggregated volume - Price	N/A
e)	Date of transaction	2026-02-10
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.	£17.84	8
		2.	Nil	4
d)	Aggregated information  - Aggregated volume - Price	N/A
e)	Date of transaction	2026-02-10
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.	£17.84	8
		2.	Nil	4
d)	Aggregated information - Aggregated volume - Price	N/A
e)	Date of transaction	2026-02-10
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.	£17.84	8
		2.	Nil	4
d)	Aggregated information - Aggregated volume -Price	N/A
e)	Date of transaction	2026-02-10
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	Randall Ingber
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.	£17.84	8
		2.	Nil	4
d)	Aggregated information  - Aggregated volume - Price	N/A
e)	Date of transaction	2026-02-10
f)	Place of transaction	1. London Stock Exchange (XLON)  2. Outside a trading venue

Diageo PLC – Director Declaration

Dated 13 February 2026

Diageo plc

LEI: 213800ZVIELEA55JMJ32

Director Declaration

Diageo plc (the "Company") announces that Susan Kilsby, Senior Independent Director, Chair of the Remuneration Committee and Non-Executive Director of the Company, will be appointed as Executive Chair of Fortune Brands Innovations, Inc. with effect from 12 February 2026 until 13 May 2026, taking on the duties of the office of the CEO of Fortune Brands Innovations, Inc. during that transition period. She will return to her current role as Non-Executive Chair of Fortune Brands Innovations, Inc. after that period.

This notification has been made in accordance with UK Listing Rule 6.4.9R (2).

James Edmunds

Deputy Company Secretary

13 February 2026

Diageo PLC – Director/PDMR Shareholding

Dated 19 February 2026

Diageo plc

LEI: 213800ZVIELEA55JMJ32

Director/PDMR Shareholding

On 17 February 2026, the following transactions took place in relation to the One World Share Incentive Plan.

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

2.   award of 50% matching shares for every partnership share 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

19 February 2026

1.	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Sally Grimes
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	American Depositary Shares  US25243Q2057
b)	Nature of the transaction	1.   Purchase of partnership shares under the One World Share Incentive Plan. 2.   Award of matching shares under the One World Share Incentive Plan.
c)	Price(s) and volume(s)		Price(s)	Volume(s)
		1.	$97.6	1.025
		2.	Nil	0.512
d)	Aggregated information - Aggregated volume - Price	N/A
e)	Date of transaction	2026-02-17
f)	Place of transaction	1.  New York Stock Exchange (XNYS)  2.  Outside a trading venue

1.	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Hannah Brooks
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	American Depositary Shares  US25243Q2057
b)	Nature of the transaction	1.   Purchase of partnership shares under the One World Share Incentive Plan. 2.   Award of matching shares under the One World Share Incentive Plan.
c)	Price(s) and volume(s)		Price(s)	Volume(s)
		1.	$97.6	0.133
		2.	Nil	0.067
d)	Aggregated information - Aggregated volume - Price	N/A
e)	Date of transaction	2026-02-17
f)	Place of transaction	1.   New York Stock Exchange (XNYS) 2.   Outside a trading venue

1.	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	John O'Keeffe
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 One World Share Incentive Plan. 2.   Award of matching shares under the One World Share Incentive Plan.
c)	Price(s) and volume(s)		Price(s)	Volume(s)
		1.	£18.02	8.131
		2.	Nil	4.066
d)	Aggregated information - Aggregated volume - Price	N/A
e)	Date of transaction	2026-02-17
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: 02 March 2026

By:___/s/ James Edmunds

James Edmunds

Deputy Company Secretary

FAQ

What total voting rights did Diageo (DEO) report for January 2026?

Diageo reported 2,226,438,685 total voting rights as of 31 January 2026. Issued capital was 2,432,425,480 ordinary shares, of which 205,986,795 were held in treasury without voting rights, forming the denominator for UK disclosure threshold calculations.

What insider share purchase did Diageo chair Sir John Manzoni make in February 2026?

On 10 February 2026, Sir John Manzoni purchased 365 Diageo ordinary shares at £17.99 each. The transaction was executed on the London Stock Exchange and disclosed as a share purchase under an arrangement with the company, in line with UK Market Abuse Regulation rules.

Which Diageo executives acquired shares under the 2001 Share Incentive Plan in February 2026?

On 10 February 2026, Nik Jhangiani and several Executive Committee members, including Ewan Andrew and others, bought small partnership share amounts at £17.84 and received matching shares at nil cost under the Diageo 2001 Share Incentive Plan, as disclosed in detailed transaction tables.

What role did Susan Kilsby take at Fortune Brands Innovations noted by Diageo?

Diageo disclosed that Susan Kilsby became Executive Chair of Fortune Brands Innovations, Inc. from 12 February 2026 until 13 May 2026. During this transition period she assumes CEO duties there, then returns to her previous position as Non-Executive Chair of that company.

What transactions were reported under Diageo’s One World Share Incentive Plan in February 2026?

On 17 February 2026, several Executive Committee members purchased partnership shares and received 50% matching shares under the One World Share Incentive Plan. Transactions involved American Depositary Shares on the New York Stock Exchange and ordinary shares on the London Stock Exchange, at disclosed prices and small volumes.

Which Diageo securities were involved in the reported February 2026 insider dealings?

The report covers ordinary shares of 28 101/108 pence in Diageo plc and American Depositary Shares with identification code US25243Q2057. These instruments were used for partnership share purchases and matching share awards under Diageo’s share incentive plans in London and New York.