Haleon (NYSE: HLN) CEO share vesting triggers automatic tax-related share sales

Rhea-AI Filing Summary

Haleon plc reported that Chief Executive Officer Brian McNamara received vesting of share awards on 23 March 2026 under the Haleon Performance Share Plan and the Deferred Annual Bonus Plan. The awards, which included accrued dividends, were granted over ordinary shares with a nil purchase price.

A portion of the resulting shares was automatically sold on the London Stock Exchange to cover related tax liabilities, at a price of £3.684419 per share. The Performance Share Plan award was subject to performance conditions over a period ending on 31 December 2025 and must be retained until the shareholding requirement is met, and for Executive Directors in any event for two years after receipt. The awards are also subject to malus and clawback provisions.

Form 6-K: How Foreign Companies Report to the SEC →

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

For the month of March 2026

Commission File Number: 001-41411

Haleon plc

(Translation of registrant’s name into English)

Building 5, First Floor, The Heights,

Weybridge, Surrey, KT13 0NY

(Address of principal executive offices)

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 ☐

EXHIBIT INDEX

Exhibit Number	Description
99.1	24 March 2026 - “Director/PDMR Shareholding”

99.1

​Haleon plc: Director/PDMR Shareholding

​

24 March 2026: Haleon plc (the "Company" or "Haleon") (LSE/NYSE: HLN) today announces notification and public disclosure in accordance with the requirements of The UK Market Abuse Regulation of Transactions by a Person Discharging Managerial Responsibilities ("PDMR").

This notification sets out the details of the vesting of Haleon share awards over ordinary shares made to a PDMR in March 2023 under the Haleon Performance Share Plan and Deferred Annual Bonus Plan and the subsequent sale of ordinary shares to meet tax liabilities.

On 23 March 2026, Brian McNamara, Chief Executive Officer, received the vesting of awards of Haleon ordinary shares under the Haleon Performance Share Plan and Deferred Annual Bonus Plan. Vesting under both plans included dividends accrued.

The award under the Performance Share Plan was conditional on continued employment and on the satisfaction of the performance conditions over the performance period ended on 31 December 2025 approved by the Remuneration Committee, which (after tax on the gross award) must be retained until the shareholding requirement is met, and in any event for Executive Directors two years after receipt.

Performance targets and levels of achievement are disclosed in the 2025 Annual Report and 20-F. The awards are subject to malus and clawback provisions.

1	Details of the issuer or emission allowance market participant
a)	Name of the entity	Haleon plc
b)	LEI	549300PSB3WWEODCUP19
2	Reason for the notification
a)	Position/status	Chief Executive Officer
b)	Initial notification /Amendment to prior notifications	Initial Notification
3	Details of the person discharging managerial responsibilities / person closely associated ("PCA")
a)	PDMR/PCA	PDMR
b)	Name	Brian McNamara
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 Instrument	Share
	Identification code	GB00BMX86B70
	b)	Nature of the transaction	Acquisition of Ordinary Shares in respect of the Haleon plc Performance Share Plan.
	c)	Currency, Price(s) and Volume(s)
				Price(s)	Volume(s)
				Nil	1,497,695.24
d)		Aggregated information
	- Aggregated volume	N/A
	- Price
	e)	Date of the transaction	23 March 2026
	f)	Place of the transaction	Outside a trading venue
	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 Instrument	Share
	Identification code	GB00BMX86B70
	b)	Nature of the transaction	Automatic disposal of Ordinary Shares resulting from Haleon plc Performance Share Plan vesting to cover tax liabilities.
	c)	Currency, Price(s) and Volume(s)
				Price(s)	Volume(s)
				£3.684419	704,974.22
d)		Aggregated information
	- Aggregated volume	N/A
	- Price
	e)	Date of the transaction	23 March 2026
	f)	Place of the transaction	London Stock Exchange (XLON)
	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 Instrument	Share
	Identification code	GB00BMX86B70
	b)	Nature of the transaction	Acquisition of Ordinary Shares in respect of the Haleon plc Deferred Annual Bonus Plan.
	c)	Currency, Price(s) and Volume(s)
				Price(s)	Volume(s)
				Nil	133,733.56
d)		Aggregated information
	- Aggregated volume	N/A
	- Price
	e)	Date of the transaction	23 March 2026
	f)	Place of the transaction	Outside a trading venue
	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 Instrument	Share
	Identification code	GB00BMX86B70
	b)	Nature of the transaction	Automatic disposal of Ordinary Shares resulting from Haleon plc Deferred Annual Bonus Plan vesting to cover tax liabilities.
	c)	Currency, Price(s) and Volume(s)
				Price(s)	Volume(s)
				£3.684419	63,012.31
d)		Aggregated information
	- Aggregated volume	N/A
	- Price
	e)	Date of the transaction	23 March 2026
	f)	Place of the transaction	London Stock Exchange (XLON)

Amanda Mellor

Company Secretary

About Haleon

Haleon (LSE/NYSE: HLN) is a consumer company that is solely focused on better everyday health. Our people, our brands, our research, our investment and our innovation are aimed at improving the everyday health of consumers. Our product portfolio spans six major categories - Oral Health, Vitamins, Minerals and Supplements (VMS), Pain Relief, Respiratory Health, Digestive Health and Therapeutic Skin Health and Other. Our superior brands - such as Advil, Centrum, Otrivin, Panadol, parodontax, Polident, Sensodyne, Theraflu and Voltaren - are trusted by more than one billion consumers and are recommended by health professionals around the world.

For more information, please visit www.haleon.com. 

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.

		HALEON PLC (Registrant)
Date: March 24, 2026	By:	/s/ Amanda Mellor
		Name:	Amanda Mellor
		Title:	Company Secretary

FAQ

What did Haleon (HLN) disclose in its March 2026 Form 6-K?

Haleon disclosed the vesting of share awards for CEO Brian McNamara and related tax-driven share sales. The filing details awards under the Performance Share Plan and Deferred Annual Bonus Plan, including automatic disposals of some ordinary shares to satisfy tax liabilities, in line with UK Market Abuse Regulation.

How many Haleon shares did the CEO receive under the Performance Share Plan?

Brian McNamara acquired 1,497,695.24 Haleon ordinary shares at nil cost under the Performance Share Plan. These shares vested following satisfaction of performance conditions for the period ending 31 December 2025, as approved by the Remuneration Committee, and include dividends accrued over the performance period.

How many Haleon shares were sold to cover tax liabilities and at what price?

Automatic disposals sold 704,974.22 shares from the Performance Share Plan and 63,012.31 shares from the Deferred Annual Bonus Plan. Both sales occurred at a price of £3.684419 per ordinary share on the London Stock Exchange, solely to meet tax liabilities arising on vesting of the awards.

What conditions apply to Haleon’s Performance Share Plan awards for the CEO?

The Performance Share Plan award was conditional on continued employment and performance conditions over a period ending 31 December 2025. After tax on the gross award, shares must be retained until the shareholding requirement is met and for Executive Directors at least two years after receipt, with malus and clawback provisions.

When and where did the Haleon CEO’s share transactions take place?

All reported transactions took place on 23 March 2026 involving Haleon ordinary shares with ISIN GB00BMX86B70. Acquisitions under both share plans occurred outside a trading venue, while automatic disposals to cover tax liabilities were executed on the London Stock Exchange (XLON) at the stated share price.

What is the nature of the Haleon CEO’s Deferred Annual Bonus Plan share award?

Under the Deferred Annual Bonus Plan, Brian McNamara acquired 133,733.56 Haleon ordinary shares at nil cost. As with the Performance Share Plan, part of this vesting triggered an automatic sale of 63,012.31 shares on the London Stock Exchange to satisfy the associated tax obligations.