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.
|
|
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Smith & Nephew plc
|
|
|
|
(Registrant)
|
|
|
|
|
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Date:
August 29, 2025
|
By:
|
/s/
Helen Barraclough
|
|
|
|
Helen
Barraclough
|
|
|
|
Company
Secretary
|