6-K 1 a2508x.htm DIRECTOR/PDMR SHAREHOLDING a2508x
 
 
 
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 29, 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
 
29 August 2025
 
NOTIFICATION AND PUBLIC DISCLOSURE IN ACCORDANCE WITH THE REQUIREMENTS OF THE EU MARKET ABUSE REGULATION OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES ("PDMR") 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).
 
1.   AWARDS MADE UNDER THE GLOBAL SHARE PLAN 2020
 
On 27 August 2025, the following awards of US$0.20 ordinary shares (the "Shares") in Smith & Nephew plc (the "Company") were granted to Ajay Dhankhar under the Smith & Nephew Global Share Plan 2020. The awards have been made in London and are based on the closing Share price on the London Stock Exchange between 6 and 19 August 2025 inclusive, of £13.48.
 
i.          PERFORMANCE SHARE PROGRAMME 2025 AWARDS
 
The following Performance Share awards will vest as follows:
 
a.         *40,005 shares will vest on 8 March 2027 subject to the achievement of performance conditions measured over the period 1 January 2024 to 31 December 2027; and
b.         **87,370 shares will vest on 27 August 2028 subject to the achievement of performance conditions measured over the period 1 January 2025 to 31 December 2028.
 
*The number of shares subject to the above awards are shown at target vesting. Should maximum vesting be achieved, the participant will receive 2x the number of shares shown above. The participant will receive an additional number of shares equivalent to the amount of dividend payable per vested share during the relevant performance period.
 
** The number of shares subject to the above awards are shown at maximum vesting. This award will vest proportionally depending upon the extent to which the associated performance conditions are met. The participant will receive an additional number of shares equivalent to the amount of dividend payable per vested share during the relevant performance period.
 
The following relates to the individual included in this section:
 
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
Performance Share awards granted at target under the Smith & Nephew Global Share Plan 2020.
 
Date of Transaction
2025 - 08 - 27
 
Place of Transaction
Grant took place outside a trading venue
 
 
 
Name (Position)
 
Status
 
Price (£)
 
Volume
 
Aggregated information
 
Ajay Dhankhar (Chief Corporate  Strategy & Development Officer)
 
PDMR
Nil
127,375
 
N/A Single Transaction
 
 
ii.          SHARE AWARDS
 
One third of the share awards detailed below will vest on 27 August 2026, a further third will vest on 27 August 2027, and the final third will vest on 27 August 2028. Each vesting is subject to Ajay Dhankhar remaining in the employment of the Group on the vesting dates, not being under notice and not having achieved an "unsatisfactory performance" rating for his personal performance in the year prior to each vesting date.
 
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 awards granted under the Smith & Nephew Global Share Plan 2020.
 
Date of Transaction
2025 - 08 - 27
 
Place of Transaction
Grant took place outside a trading venue
 
 
 
Name(Position)
 
Status
 
Price (£)
 
Volume
 
Aggregated information
 
Ajay Dhankhar (Chief Corporate Strategy & Development Officer)
PDMR
Nil
82,572
N/A Single Transaction
 
  
2.   AWARDS MADE UNDER THE RESTRICTED SHARE PLAN 2024
 
On 27 August 2025, the following awards of US$0.20 ordinary shares (the "Shares") in Smith & Nephew plc (the "Company") were granted to Ajay Dhankhar under the Smith & Nephew Restricted Share Plan 2024. The awards have been made in London and are based on the closing Share price on the London Stock Exchange between 6 and 19 August 2025 inclusive, of £13.48.
 
One third of the Restricted Share awards detailed below will vest on 27 August 2026, a further third will vest on 27 August 2027, and the final third will vest on 27 August 2028. Each vesting is subject to Ajay Dhankhar remaining in the employment of the Group on the vesting dates, not being under notice and not having achieved an "unsatisfactory performance" rating for his personal performance in the year prior to each vesting date.
 
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
Restricted Share awards granted under the Smith & Nephew Restricted Share Plan 2024
 
Date of Transaction
2025 - 08 - 27
 
Place of Transaction
Grant took place outside a trading venue
 
 
 
Name (Position)
 
Status
 
Price (£)
 
Volume
 
Aggregated information
 
Ajay Dhankhar (Chief Corporate Strategy & Development Officer)
PDMR
Nil
39,359
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 29, 2025
By:
/s/ Helen Barraclough
 
 
Helen Barraclough
 
 
Company Secretary