Business Context and Reporting Period
This Form 6-K filing by National Grid plc covers the period ending June 30, 2025. The registrant is a foreign private issuer incorporated in England and Wales. The filing primarily serves to disclose updates on voting rights and transactions by Persons Discharging Managerial Responsibilities (PDMRs) in accordance with the Market Abuse Regulation (MAR).
Key Financial Metrics
The filing does not contain consolidated financial statements, revenue, profit, cash flow, or debt metrics. The only quantitative financial data provided relates to share capital and specific transaction prices:
- Registered Capital (as of May 31, 2025): 5,132,617,708 ordinary shares.
- Treasury Shares: 230,984,649 shares.
- Voting Shares: 4,901,633,059 shares (denominator for disclosure thresholds).
- Share Prices (June 2025): Ordinary shares traded at approximately GBP 10.35 (June 9) and GBP 10.59 (June 13). American Depositary Shares (ADS) traded at approximately USD 72.67 (June 13).
Material Changes and Transactions
The filing details several material transactions involving executive directors and senior officers during June 2025:
- Share Incentive Plan (SIP) Purchases (June 9):
- Andy Agg (CFO): Purchased 14 shares at GBP 10.35.
- John Pettigrew (CEO): Purchased 15 shares at GBP 10.35.
- Will Serle (Chief People Officer): Purchased 15 shares at GBP 10.35.
- Annual Performance Plan (APP) Awards (June 13):
- Shares were purchased in the market to settle 33.33% to 50% of the 2024/25 APP awards for various executives (including Andy Agg, John Pettigrew, Justine Campbell, Steve Smith, Will Serle, Courtney Geduldig, and Talvis Love).
- Transactions involved both Ordinary Shares (GBP) and ADS (USD).
- Awards are subject to clawback and malus provisions and must be retained for two years post-receipt.
- Long Term Performance Plan (LTPP) Awards (June 23):
- Conditional awards over securities were granted for nil consideration to multiple executives (including Andy Agg, John Pettigrew, Justine Campbell, Will Serle, Steve Smith, Courtney Geduldig, and Talvis Love).
- Total volumes ranged from 21,260 to 409,397 units depending on the executive.
- Vesting occurs on or after June 30, 2028, conditional on continued employment and performance targets.
Guidance, Outlook, and Risks
The filing does not provide financial guidance, operational outlook, or management commentary on business performance. It references the 2024/25 Annual Report and Accounts for further details on the APP and LTPP structures. Key contingencies noted include:
- Retention Requirements: Executives must retain after-tax shares from APP and LTPP awards until shareholding requirements are met, and in any event for two years after receipt.
- Clawback/Malus: Both APP and LTPP awards are subject to clawback and malus provisions.
- Vesting Conditions: LTPP awards are conditional on continued employment and satisfaction of performance conditions approved by the Remuneration Committee.
Investor Verification Checklist
- Verify the total number of voting shares (4,901,633,059) against the company's latest annual report to confirm the denominator for disclosure thresholds.
- Review the 2024/25 Annual Report and Accounts to understand the specific performance metrics tied to the APP and LTPP awards granted in June 2025.
- Monitor future filings for the vesting status of the LTPP awards granted on June 23, 2025, which are scheduled to vest no earlier than June 30, 2028.
- Confirm the impact of treasury shares (230,984,649) on earnings per share calculations in upcoming financial reports.