STOCK TITAN

SNN Form 6-K: Non-Executive Directors Acquire Shares and ADRs

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Smith & Nephew plc disclosed routine share purchases made on 22 August 2025 under its Remuneration Policy to settle part of Non-Executive Directors' fees. The purchases were made net of tax and expenses and reported under the UK Market Abuse Regulation. Specific notifications include: Angie Risley acquiring 353 ordinary shares at £13.82 each; Jo Hallas acquiring 541 ordinary shares at £13.835323 each; and John Ma acquiring 202 ADRs at $37.249053 each. The announcement lists additional affected directors (Jez Maiden, Katarzyna Mazur-Hofsaess, Simon Lowth) as part of the group covered by the disclosure. The filing is a standard Form 6-K notice of insider transactions and was signed by the Company Secretary.

Positive

  • Transparent disclosure of director share purchases under the UK Market Abuse Regulation and via Form 6-K
  • Remuneration Policy implemented by settling Non-Executive Directors' fees in shares, consistent with stated governance practices

Negative

  • None.

Insights

TL;DR: Routine, policy-driven purchases to settle director fees; transparency aligns with governance disclosure rules.

These transactions are standard non-executive director fee settlements effected through share purchases under the companys Remuneration Policy. Reporting under the UK Market Abuse Regulation and via Form 6-K provides required transparency. The details given (share counts and per-share prices) allow stakeholders to verify the economic terms of fee settlement. No change in control, dilution guidance, or material governance action is indicated by this notice.

TL;DR: Small, routine director share acquisitions with immaterial balance-sheet impact.

The reported volumes (hundreds of ordinary shares and 202 ADRs) and disclosed prices suggest these are modest, administrative transactions to satisfy director remuneration obligations. There are no financial results, debt changes, or material corporate events disclosed. For investors focused on capital structure, these purchases are unlikely to be material to outstanding share count or valuation given their small scale.

 
 
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
 
August 26, 2025
 
Commission File Number 001-14978
 
SMITH & NEPHEW plc
(Registrant’s name)
 
Building 5, Croxley Park, Hatters Lane
Watford, England, WD18 8YE
 (Address of principal executive office)
 
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 a         Form 40-F __
 
 
 
 
SMITH & NEPHEW PLC
 
26 August 2025
 
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM.
 
This announcement is made in accordance with the UK Market Abuse Regulation (Regulation (EU) 596/2014, as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018).
 
On 22 August 2025, the following ordinary shares of US$0.20 each and American Depository Receipts (ADRs) (the "Shares") in Smith & Nephew plc (the "Company") were purchased in line with Smith & Nephew plc's Remuneration Policy to pay part of its Non-Executive Directors' fees in Shares. These Shares were purchased net of tax and expenses.
 
The following notification relates to Jez Maiden, Angie Risley, Katarzyna Mazur-Hofsaess, Jo Hallas and Simon Lowth:
 
Reason for the notification
 
Initial notification /Amendment
Initial notification
 
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
 
Name
Smith & Nephew plc
 
LEI
213800ZTMDN8S67S1H61
 
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
 
Description of the financial instrument, type of instrument
 
Smith & Nephew plc ordinary shares of USD 0.20 each
 
Identification code
ISIN: GB0009223206
 
Nature of the transaction
Share purchase in lieu of part of annual fees.
 
Date of Transaction
2025 - 08 - 22
 
Place of Transaction
London Stock Exchange (XLON)
 
 
 
Name
 
Director / PDMR
 
Price
 
Volume
 
Aggregated information
 
Jez Maiden
 
Non-Executive Director
£13.781891
353 ordinary shares
 
N/A Single Transaction
 
Angie Risley
 
Senior Independent Director
£13.82
373 ordinary shares
 
N/A Single Transaction
 
Katarzyna Mazur-Hofsaess
 
Non-Executive Director
£13.845
541 ordinary shares
 
N/A Single Transaction
 
Jo Hallas
 
Non-Executive Director
£13.835323
389 ordinary shares
 
N/A Single Transaction
 
Simon Lowth
 
Non-Executive Director
£13.835323
355 ordinary shares
 
N/A Single Transaction
 
 
The following notification relates to Marc Owen and John Ma:
 
Reason for the notification
 
Initial notification /Amendment
Initial notification
 
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
 
Name
Smith & Nephew plc
 
LEI
213800ZTMDN8S67S1H61
 
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
 
Description of the financial instrument, type of instrument
 
Smith & Nephew plc SPON ADR American Depositary Shares
 
Identification code
ISIN: US83175M2052
 
Nature of the transaction
Share purchase in lieu of part of annual fees.
 
Date of Transaction
2025 - 08 - 22
 
Place of Transaction
New York Stock Exchange (XNYS)
 
 
 
Name
 
Director / PDMR
 
Price
 
Volume
 
Aggregated information
 
Marc Owen
 
Non-Executive Director
$37.249053
202 ADRs
 
N/A Single Transaction
 
John Ma
 
Non-Executive Director
$37.249053
305 ADRs
 
N/A Single Transaction
 
 
 
Helen Barraclough
General Counsel & Company Secretary
Smith & Nephew plc
Tel:  +44 (0)1923 477410
 
SIGNATURES
 
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.
 
 
 
 
 
 
Smith & Nephew plc
 
 
(Registrant)
 
 
 
 
 
 
Date: August 26, 2025
By:
/s/ Helen Barraclough
 
 
Helen Barraclough
 
 
Company Secretary

FAQ

What did Smith & Nephew (SNN) disclose in this Form 6-K?

The company disclosed routine purchases of ordinary shares and ADRs on 22 August 2025 to settle Non-Executive Directors' fees, reported under the UK Market Abuse Regulation.

Which directors were reported as purchasing shares or ADRs?

Named individuals include Angie Risley, Jo Hallas, and John Ma, with the filing also referencing Jez Maiden, Katarzyna Mazur-Hofsaess, and Simon Lowth.

How many shares or ADRs were purchased and at what prices?

Angie Risley: 353 ordinary shares at £13.82 each; Jo Hallas: 541 ordinary shares at £13.835323 each; John Ma: 202 ADRs at $37.249053 each.

Were the share purchases gross or net of taxes and expenses?

The purchases were made net of tax and expenses as part of the Remuneration Policy.

Does this Form 6-K indicate any material corporate events or financial impacts?

No. The filing is a routine disclosure of director remuneration-related share purchases and does not report earnings, major transactions, or material corporate events.