[6-K] Smith & Nephew plc Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Smith & Nephew reported the partial vesting of conditional share awards granted under the Global Share Plan 2020. One tranche vested on 12 August 2025 from awards originally granted on 11 August 2023, which follow a three-year vesting schedule where one third vests each year.

For the disclosed individual, Rohit Kashyap (President, Advanced Wound Management and Global), 23,201 ordinary shares vested at a reported price of £13.571365. Of these, 5,670 shares were sold to cover taxation and 17,531 were retained. The transactions were executed on the London Stock Exchange for ISIN GB0009223206.

Insights

Corporate Governance Expert

TL;DR: Routine disclosure of executive share vesting demonstrates compliance with reporting rules and limited governance impact.

This Form 6-K documents a standard vesting event under the Smith & Nephew Global Share Plan 2020 and the required insider notification. The filing confirms that awards follow the announced three-year pro rata schedule and that a portion of shares was sold solely to meet tax liabilities, which is a common practice that limits direct dilution and signals adherence to tax and disclosure obligations. There is no indication of unusual timing or related-party issues in the disclosure.

Financial Analyst

TL;DR: Small executive vesting and tax-sale are immaterial to company financials and shareholder base.

The transaction involves 23,201 shares for a single PDMR, with 5,670 sold to cover taxes and 17,531 retained. Relative to the company’s outstanding share count, these volumes are minor and unlikely to affect earnings per share or capital structure. The reported execution on the London Stock Exchange at £13.571365 simply reflects the mechanics of employee award settlement rather than a strategic corporate action.

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 13, 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  ✓          Form 40-F __

SMITH & NEPHEW PLC

13 August 2025

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

1.   VESTING OF SHARE AWARDS UNDER THE GLOBAL SHARE PLAN 2020

On 13 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 Global Share Plan 2020.

All figures in these columns are stated to 6 decimal places where applicable.

PARTIAL VESTING OF 2023 CONDITIONAL AWARDS MADE UNDER THE GLOBAL SHARE PLAN 2020:

The awards were granted under the Global Share Plan 2020 on 11 August 2023. One third of the award vests in equal tranches over the following three years. A number of shares were sold to cover  taxation obligations arising on the vesting of the awards.

The following relates to individuals included in the below notification:

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 12 August 2025 of Conditional Share awards granted on 11 August 2023 under the Smith & Nephew Global Share Plan 2020, and subsequent sale of shares to cover tax liability
Date of Transaction	2025 - 08 - 12
Place of Transaction	London Stock Exchange (XLON)

Name (Position)	Status	Price (£)	Volume	Aggregated information
Rohit Kashyap (President, Advanced Wound Management and Global	PDMR	13.571365	23,201 (of which 5,670 were sold and 17,531 were retained.)	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 13, 2025	By:	/s/ Helen Barraclough
		Helen Barraclough
		Company Secretary

FAQ

What happened in the Smith & Nephew (SNN) Form 6-K disclosure?

Partial vesting occurred on 12 August 2025 of conditional awards granted on 11 August 2023 under the Global Share Plan 2020.

How many shares vested for the disclosed insider in the SNN filing?

23,201 ordinary shares vested for Rohit Kashyap; 5,670 were sold to cover tax and 17,531 were retained.

At what price were the vested Smith & Nephew shares recorded?

The report lists a price of £13.571365 per share for the transaction.

Where was the Smith & Nephew vesting transaction executed?

The transaction took place on the London Stock Exchange (XLON) for ISIN GB0009223206.

Does the filing indicate any unusual or material corporate action?

No. The filing describes a routine vesting under the Global Share Plan 2020 and a tax-related sale of shares; no material corporate actions are reported.