SNN Form 6-K: Restricted Share Plan 2024 vesting; Director retained 25,832 shares

Rhea-AI Filing Summary

Smith & Nephew plc reported the partial vesting of awards under its Restricted Share Plan 2024. Awards granted on 16 August 2024 vest in three equal tranches on each anniversary, subject to a judgement by the Remuneration Committee. On 19 August 2025 the company received notifications that a Director had 43,839 ordinary shares vesting, of which 18,007 were sold to cover tax and 25,832 were retained. A Non-Executive Director had 2,800 shares vest. The notice discloses these transactions following the vesting event.

Positive

• Vesting disclosed clearly: The filing specifies grant date, vesting schedule and contingent determination by the Remuneration Committee.
• Quantified transactions: Exact share counts are reported (Director: 43,839 vested; 18,007 sold, 25,832 retained; Non-Executive Director: 2,800 vested).

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine disclosure of share vesting and sell-to-cover tax sales; limited immediate financial impact on the company.

The filing documents standard post-vesting notifications under the Restricted Share Plan 2024. It reports exact vested share counts for two insiders and that a portion of the Director's vested shares (18,007 of 43,839) were sold to meet tax obligations while the remainder (25,832) were retained. No cash proceeds, prices, or market impact are disclosed beyond the share counts.

Corporate Governance Expert

TL;DR: Governance-compliant notification of insider transactions tied to plan vesting; disclosure meets reporting expectations.

The notice specifies the grant date (16 August 2024), vesting schedule (three equal annual tranches) and that vesting is contingent on a Remuneration Committee judgement. It names the affected categories (Director and Non-Executive Director) and the exact numbers vested and sold-to-cover. The disclosure is procedural and provides transparency on insider holdings changes without additional commentary.

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 20, 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

19 August 2025

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM.

i.    PARTIAL VESTING OF AWARDS MADE UNDER THE RESTRICTED SHARE PLAN 2024

On 19 August 2025, the Company received notification of the following transactions in US$0.20 ordinary shares (the "Shares") in Smith & Nephew plc (the "Company") following the vesting of awards under the Smith & Nephew Restricted Share Plan 2024. A number of shares were sold to cover taxation obligations arising on the vesting of the awards.

The award was granted under the Smith & Nephew plc Restricted Share Plan 2024 on 16 August 2024 andvest in three equal tranches on the first, second and third anniversary of the award, contingent on a reasonable judgement underpin being met as determined by the Remuneration Committee.

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	Partial vesting on 18 August 2025 of award granted on 16 August 2024 under the Smith & Nephew plc Restricted Share Plan 2024, and subsequent sale to cover tax liability..
Date of Transaction	2025 - 08 - 18
Place of Transaction	London Stock Exchange (XLON)

Name (Position)	Status	Price (s)	Volume(s)	Aggregated information
Deepak Nath (Chief Executive Officer)	Director	£13.510669	43,839 (of which 18,007 were sold and 25,832 were retained.)	N/A Single Transaction

ii.  NED SHARE PURCHASE:

On 18 August 2025 the following American Depository Receipts (the "Shares") in Smith & Nephew plc (the "Company") were purchased by David King, Non-Executive Director.

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
Date of Transaction	2025 - 08 - 18
Place of Transaction	New York Stock Exchange (XNYS)

Name	Director / PDMR	Price	Volume	Aggregated information
David King	Non-Executive Director	$36.3143	2,800	N/A Single Transaction

Helen Barraclough

Company Secretary

Smith & Nephew plc

Tel: +44 (0)1923 477100

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 20, 2025	By:	/s/ Helen Barraclough
		Helen Barraclough
		Company Secretary

FAQ

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

The company reported partial vesting of awards under the Restricted Share Plan 2024 and insider transactions notifying the sale and retention of vested shares.

How many shares vested for the Director and what happened to them?

43,839 shares vested for the Director; 18,007 were sold to cover taxation and 25,832 were retained.

How many shares vested for the Non-Executive Director?

A Non-Executive Director had 2,800 ordinary shares vesting.

When were the awards originally granted and how do they vest?

Awards were granted on 16 August 2024 and vest in three equal tranches on the first, second and third anniversaries, subject to a Remuneration Committee judgement.

Did the Form 6-K disclose prices or proceeds from the sales?

No. The filing reports share counts sold to cover tax but does not disclose sale prices or cash proceeds.