Business Context and Reporting Period
Company: Diageo plc (Foreign Private Issuer)
Filing Type: Form 6-K (Report of Foreign Private Issuer)
Reporting Period: March 2026 (Covering announcements from March 2 to March 25, 2026)
Business Overview: Global leader in beverage alcohol with brands including Johnnie Walker, Smirnoff, and Guinness. Listed on the London Stock Exchange (DGE) and New York Stock Exchange (DEO).
Key Financial Metrics and Capital Structure
Capital Structure (as of February 28, 2026):
- Issued Capital: 2,432,425,480 Ordinary Shares (28 101/108 pence each).
- Treasury Shares: 205,973,302 Ordinary Shares (voting rights not exercised).
- Total Voting Rights: 2,226,452,178.
Debt Instruments: A supplement to the Base Prospectus dated August 20, 2025, was published on March 12, 2026, regarding the issuance of debt instruments by Diageo plc, Diageo Finance plc, and Diageo Capital B.V.
Revenue, Profit, and Cash Flow: The filing text does not provide specific revenue, profit, cash flow, or margin figures for the period. It references Interim Results published on February 24, 2026, but does not contain the data within this document.
Material Changes and Corporate Actions
Divestiture of Royal Challengers Sports
On March 25, 2026, Diageo subsidiary United Spirits Limited (USL) announced the sale of its 100% equity stake in Royal Challengers Sports Private Limited (RCSPL).
- Asset: RCSPL owns and operates the Royal Challengers Bengaluru franchises (IPL and WPL).
- Buyers: A consortium comprising Aditya Birla Group, The Times of India Group, Bolt Ventures, and Blackstone (BXPE).
- Consideration: INR 166.6 billion.
- Status: Subject to customary closing conditions and regulatory approvals (including BCCI and Competition Commission of India).
Executive Compensation and Share Transactions
Multiple transactions involving Directors and Persons Discharging Managerial Responsibilities (PDMRs) were disclosed:
- Share Purchases: Sir John Manzoni (Chair) purchased 432 shares at £15.18 on March 10. Various executives purchased partnership shares under the Diageo 2001 Share Incentive Plan and One World Share Incentive Plan at prices ranging from £14.46 to £15.19.
- LTIP Grants: On March 16, Sir Dave Lewis (CEO) and Hannah Brooks (Executive Committee) received grants of options and conditional awards under the Diageo 2023 Long Term Incentive Plan. Vesting is scheduled for September 8, 2028, subject to performance conditions.
- Share Releases and Tax Sales: Nik Jhangiani (CFO), Hannah Brooks, Randall Ingber, and Hina Nagarajan released shares from LTIP awards and sold portions to cover tax liabilities on March 9. Prices ranged from £15.00 to $81.25 (for ADS).
Guidance, Outlook, and Risks
Outlook: The filing does not contain specific forward-looking guidance or management commentary on future financial performance.
Risks and Contingencies:
- Transaction Risk: The divestiture of RCSPL is contingent upon regulatory approvals from Indian authorities and the Board of Control for Cricket in India.
- Performance Conditions: Executive compensation grants are subject to "stretching performance conditions" over a three-year period (July 1, 2025, to June 30, 2028).
- Regulatory Compliance: Debt instruments are subject to U.S. tax law requirements and restrictions on distribution to U.S. persons.
Investor Verification Checklist
- Verify the final closing of the RCSPL divestiture and the receipt of INR 166.6 billion consideration.
- Review the Interim Results published on February 24, 2026, for detailed financial performance metrics not included in this filing.
- Monitor the Supplement to the Base Prospectus for details on new debt issuance terms.
- Track the vesting conditions for the March 2026 LTIP grants to assess executive retention and performance targets.
- Confirm the impact of the RCSPL sale on Diageo's consolidated financial statements in the next reporting period.