Smith & Nephew (NYSE: SNN) CEO keeps 27,613 shares after tax sale

Rhea-AI Filing Summary

Smith & Nephew plc reported a transaction by a person discharging managerial responsibilities under the UK Market Abuse Regulation. On 17 August 2026, restricted share awards granted in 2024 under the Smith & Nephew Restricted Share Plan 2024 vested. Following vesting, a portion of the resulting ordinary shares of US$0.20 each was sold on the London Stock Exchange (XLON) solely to cover tax liabilities arising from the vesting. Chief Executive Officer Deepak Nath had a total of 47,105 shares involved at an average price of £10.898231 per share, of which 19,492 shares were sold to meet tax obligations and 27,613 shares were retained. The company states that the acquired amounts include dividend-equivalent shares on the vested awards.

Key Figures

Transaction price per share: £10.898231 Total shares in CEO transaction: 47,105 shares Shares sold to cover tax: 19,492 shares +3 more

6 metrics

Transaction price per share £10.898231 Price per Smith & Nephew ordinary share used for the CEO’s reported transaction

Total shares in CEO transaction 47,105 shares Shares involved in Deepak Nath’s vesting-related transaction on 17 August 2026

Shares sold to cover tax 19,492 shares Portion of vested shares sold to cover tax liabilities

Shares retained 27,613 shares Portion of vested shares retained by the CEO after tax-related sale

Par value per share US$0.20 Par value of Smith & Nephew plc ordinary shares involved in the transaction

Transaction date 17 August 2026 Date on which the restricted share awards vested and related sale occurred

Key Terms

Market Abuse Regulation, Restricted Share Plan 2024, PDMR, dividend equivalent Shares

4 terms

Market Abuse Regulation regulatory

"This announcement is made in accordance with the UK Market Abuse Regulation"

Market abuse regulation consists of laws and rules designed to prevent dishonest or manipulative practices in financial markets. It aims to ensure fair and transparent trading, so investors can trust that markets operate honestly, much like rules that keep a game fair. By reducing unfair advantages, it helps protect investor confidence and promotes healthy, efficient markets.

Restricted Share Plan 2024 financial

"awards under the Smith & Nephew Restricted Share Plan 2024"

PDMR regulatory

"Deepak Nath (Chief Executive Officer) | PDMR"

A PDMR (person discharging managerial responsibilities) is an individual who can shape a company’s strategy or finances—typically senior executives, board members, or close advisors with decision-making authority. Investors care because PDMRs often hold material, non‑public information and their buying or selling of shares must be reported; monitoring those disclosures is like watching a ship’s captain to read the likely course and spot possible insider risk.

dividend equivalent Shares financial

"includes the dividend equivalent Shares which participants receive"

FAQ

What did Smith & Nephew (SNN) disclose in the August 2026 Form 6-K?

Smith & Nephew disclosed vesting and related share sales for a 2024 restricted share award. The filing details shares acquired and sold by the CEO to cover tax liabilities after awards vested on 17 August 2026.

How many Smith & Nephew (SNN) shares were involved in the CEO’s August 2026 transaction?

Chief Executive Officer Deepak Nath had 47,105 Smith & Nephew ordinary shares involved. Of these, 19,492 shares were sold to cover tax obligations, while 27,613 shares were retained following vesting.

At what price were Smith & Nephew (SNN) shares sold in the reported transaction?

The reported transaction used a price of £10.898231 per Smith & Nephew share. This price applies to the 47,105 shares involved in the vesting-related transaction disclosed for the CEO under the 2024 Restricted Share Plan.

What was the purpose of the Smith & Nephew (SNN) share sale on 17 August 2026?

The company states the sale was made to cover tax liabilities arising on vesting of restricted share awards. After the 2024 awards vested, a portion of shares was sold, with the remainder retained by the CEO.

On which market were the Smith & Nephew (SNN) transactions conducted?

The vesting-related share transactions were conducted on the London Stock Exchange (XLON). The filing identifies Smith & Nephew ordinary shares of US$0.20 each as the financial instrument involved in the CEO’s reported transaction.

Which compensation plan is referenced in Smith & Nephew’s (SNN) August 2026 disclosure?

The transactions arise from awards under the Smith & Nephew Restricted Share Plan 2024. The filing notes that awards vested on 17 August 2026, including dividend-equivalent shares added on the vested amounts.

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

Available on EDGAR 08/18/2026 - 06:44 AM Accepted by SEC EDGAR 08/18/2026 - 06:44 AM Learn about SEC filing dates

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 18, 2026

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

18 August 2026

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 17 August 2026, 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.

VESTING OF 2024 RESTRICTED SHARE AWARDS MADE UNDER THE RESTRICTED SHARE PLAN 2024

The awards vested on 17 August 2026 and a number of Shares were sold to cover taxation obligations arising on the vesting of the awards. The number of Shares acquired includes the dividend equivalent Shares which participants receive on vested Shares.

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	Vesting of Restricted Share awards under the Smith & Nephew Restricted Share Plan 2024 followed by the sale of shares to cover the relevant tax liabilities.
Date of Transaction	17 August 2026
Place of Transaction	London Stock Exchange (XLON)

Name (Position)	Status	Price (£)	Volume	Aggregated information
Deepak Nath (Chief Executive Officer)	PDMR	10.898231	47,105 (of which 19,492 were sold and 27,613 retained)	N/A Single Transaction

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

Philip Horner

Group Deputy 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 18, 2026	By:	/s/ Helen Barraclough
		Helen Barraclough
		Company Secretary