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DIAGEO PLC (DEO) SEC Filings, Nov 2025-Feb 2026

DEO NYSE

Diageo plc filings document foreign-issuer disclosures for the company's ADR and ordinary-share capital structure. Form 6-K reports furnish trading statements, interim results, regional sales commentary, operating-profit measures, cash-flow disclosures, leverage priorities and portfolio actions across Diageo's global beverage alcohol business.

The filing record also covers total voting rights, treasury shares, director and PDMR shareholding notifications, director declarations, block listing reviews, major-holdings notices and base prospectus supplements. These disclosures connect the NYSE-traded DEO ADR with Diageo's UK-listed ordinary shares, governance obligations and recurring capital-market reporting under foreign-issuer rules.

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Diageo plc reported mixed results for the six months ended 31 December 2025, with softer growth in key markets, a rebased dividend and a stronger deleveraging focus. Net sales were $10.46 billion, down 4.0% reported and 2.8% organically, as weakness in US Spirits and Chinese white spirits outweighed solid growth in Europe, Latin America and Africa.

Operating profit was $3.12 billion, down 1.2%, while organic operating profit fell 2.8% as adverse mix and tariffs only partly offset cost efficiencies. Free cash flow was $1.53 billion, $164 million lower than a year earlier, and net debt stood at $21.7 billion. Diageo expects fiscal 2026 organic net sales to decline 2–3% and organic operating profit to be flat to up low-single-digit, but still targets $3 billion of free cash flow.

The board cut the interim dividend to 20 cents per share from 40.50 cents and reset policy to a 30–50% payout ratio with a 50-cent annual floor, aiming to accelerate balance sheet strengthening. An agreed sale of its stakes in East African Breweries and the Kenyan spirits business to Asahi is expected to generate about $2.3 billion of net proceeds and reduce leverage by around 0.25x net debt to adjusted EBITDA, supporting a renewed focus on financial flexibility and future strategy under the new CEO.

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Diageo reported mixed interim results for the six months ended 31 December 2025. Reported net sales were $10.5 billion, down 4.0%, with organic net sales down 2.8% as growth in Europe, Latin America and Caribbean, and Africa was offset by weaker US spirits and Chinese white spirits.

Reported operating profit declined 1.2% to $3.1 billion, while net profit rose 1.7% and basic EPS reached 89.7 cents; EPS before exceptional items was 95.3 cents, down 2.5%. Free cash flow was $1.5 billion, $164 million lower than a year earlier, and net debt stood at $21.7 billion.

Diageo agreed to sell its stakes in East African Breweries and its Kenyan spirits business to Asahi for estimated net proceeds of $2.3 billion, implying a 17x EBITDA multiple and expected to reduce net debt to adjusted EBITDA by about 0.25x after completion in H2 2026. The company now expects fiscal 2026 organic net sales to decline 2–3% and organic operating profit to be flat to up low single digits, while reiterating $3 billion free cash flow guidance.

The Board has rebased the dividend to strengthen the balance sheet. The interim dividend is 20 cents per share versus 40.50 cents a year earlier, and Diageo is targeting a 30–50% payout ratio with a minimum annual dividend floor of 50 cents, aiming to increase financial flexibility while still providing shareholder returns.

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Diageo plc filed a Form 6-K summarizing a series of routine January 2026 disclosures, mainly director and senior management dealings in Diageo securities. Executives and directors, including Dayalan Nayager and Sir John Manzoni, bought Ordinary Shares around £16–£17 each through direct purchases, share incentive plans, and dividend reinvestment arrangements.

The company reported that, as of 31 December 2025, its issued capital comprised 2,432,425,480 Ordinary Shares, of which 205,999,299 were held in treasury, giving 2,226,426,181 voting rights. Diageo also provided a block listing review for employee share plans and disclosed that non-executive director John Rishton will become chair of Imperial Brands PLC in late 2026.

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Diageo plc filed a report summarizing December 2025 corporate information, including its share capital, board roles and routine insider share dealings. As of 30 November 2025, issued capital comprised 2,432,425,480 Ordinary Shares, of which 206,012,972 were held in treasury, giving 2,226,412,580 total voting rights for disclosure threshold calculations.

The filing notes that non-executive director Melissa Bethell is also a director of The Magnum Ice Cream Company N.V., which has been admitted to trading on Euronext Amsterdam, the London Stock Exchange and the New York Stock Exchange, where she will chair the remuneration committee and serve on the audit committee.

Multiple directors and senior managers acquired Diageo Ordinary Shares and American Depositary Shares through salary deduction share incentive plans, matching share awards and dividend reinvestment plans, at prices including about £16–£17 per Ordinary Share and $88–$90 per ADS. These transactions are disclosed under UK Market Abuse Regulation as routine updates on management shareholdings.

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Diageo plc has agreed to sell its 100% shareholding in Diageo Kenya Limited, which holds a 65% stake in East African Breweries plc (EABL), along with its 53.68% directly owned shareholding in Kenyan spirits company UDVK, to Asahi Group Holdings.

Diageo expects estimated net proceeds after tax and transaction costs of $2.3bn, equal to 17x adjusted EBITDA and implying an enterprise value of $4.8bn for 100% of EABL. The transaction is expected to reduce Diageo’s leverage by about 0.25x and is described as consistent with its strategy of selective disposals of non-core assets to strengthen the balance sheet and support de‑levering.

Diageo will enter long-term licensing and transitional service agreements so EABL continues producing and distributing Guinness, local spirits and ready‑to‑drink brands, and importing Diageo’s international spirits. Subject to regulatory approvals, completion is expected in the second half of calendar 2026, with EABL anticipated to remain listed on the Kenya, Uganda and Tanzania stock exchanges.

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Diageo plc filed a Form 6-K summarising several November 2025 shareholder and governance updates. As of 31 October 2025, the company’s issued capital comprised 2,432,425,480 ordinary shares, of which 206,023,016 were held in treasury, giving a total of 2,226,402,464 voting rights for regulatory disclosure purposes.

The report also details small share purchases and incentive-plan related awards by senior leaders, including Chair Sir John Manzoni and members of the Executive Committee, under an arrangement with the company and the Diageo 2001 Share Incentive Plan. These transactions are routine disclosures under UK Market Abuse Regulation.

In addition, Diageo confirms the Sterling equivalent of its previously announced final dividend at 47.91 pence per ordinary share, based on a US$:£ exchange rate of 1.00000 to 0.76072, with a dividend payment date of 4 December 2025.

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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.

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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.

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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.

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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.

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FAQ

How many DIAGEO PLC (DEO) SEC filings are available on StockTitan?

StockTitan tracks 41 SEC filings for DIAGEO PLC (DEO), including 10-K annual reports, 10-Q quarterly reports, 8-K current reports, and Form 4 insider trading disclosures. Each filing includes AI-generated summaries, impact scoring, and sentiment analysis.

When was the most recent SEC filing for DIAGEO PLC (DEO)?

The most recent SEC filing for DIAGEO PLC (DEO) was filed on February 25, 2026.