[6-K] SMITH & NEPHEW PLC Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Smith & Nephew plc reported the vesting of a restricted share award for its Chief Executive Officer, Deepak Nath, granted on 29 April 2022. On 11 November 2025, 3,016 restricted shares vested, with a portion sold to meet tax obligations.

Of the vested shares, 1,240 shares were sold to cover taxes and 1,776 shares were retained. The transaction was recorded at a price of £12.573092 per share on the London Stock Exchange (XLON). The disclosure was made under the UK Market Abuse Regulation.

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

November 12, 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

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).

VESTING OF RESTRICTED SHARE AWARD GRANTED UNDER THE AWARD AGREEMENT DATED 29 APRIL 2022 ("AWARD AGREEMENT")

On 11 November 2025, an award of 3,016 restricted shares granted to Deepak Nath under the Award Agreement vested and as set out below a number of the shares were sold to cover taxation obligations.

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 Shares granted on 29 April 2022 under the Award Agreement and subsequent sell-to-cover transaction.
Date of Transaction	11 November 2025
Place of Transaction	London Stock Exchange (XLON)

Name (Position)	Status	Price (£)	Volume	Aggregated information
Deepak Nath (Chief Executive Officer)	Director	12.573092	3,016 (of which 1,240 shares were sold to cover taxes due and 1,776 shares were retained)	N/A Single Transaction

Philip Horner

Deputy 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: November 12, 2025	By:	/s/ Helen Barraclough
		Helen Barraclough
		Company Secretary

FAQ

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

The company disclosed the vesting of a restricted share award for CEO Deepak Nath and a sell-to-cover transaction under UK MAR.

How many Smith & Nephew shares vested for the CEO?

3,016 restricted shares vested on 11 November 2025.

How many shares were sold to cover taxes, and how many were retained?

1,240 shares were sold to cover taxes and 1,776 shares were retained.

At what price were the shares transacted?

The transaction price was £12.573092 per share.

Where did the transaction take place?

The transaction was executed on the London Stock Exchange (XLON).

Who is the person subject to this disclosure?

It relates to Deepak Nath, Smith & Nephew’s Chief Executive Officer.

Under which regulation was this disclosed?

The disclosure was made under the UK Market Abuse Regulation.