Business Context and Reporting Period
This Form 6-K filing by Smith & Nephew plc, dated April 2, 2026, serves as a notification and public disclosure of transactions by Persons Discharging Managerial Responsibilities (PDMRs) and persons closely associated with them. The filing complies with the UK Market Abuse Regulation. The transactions reported occurred on April 1, 2026, and relate to share awards granted following the announcement of the Company's full-year 2025 results on March 2, 2026.
Key Financial Metrics
The filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. It is strictly a disclosure of equity compensation transactions. The only financial metric provided is the share price used to calculate the awards:
- Reference Share Price: £12.744 per share (average of quoted closing prices for the ten dealing days following the March 2, 2026 results announcement).
- Instrument: Ordinary Shares of US$0.20 each (ISIN: GB0009223206).
Material Changes
The filing does not report material changes to the Company's financial position or operations. It details the granting of new equity awards under three distinct plans:
- Deferred Share Bonus Plan: Awards representing 50% of the annual bonus for Executive Directors for the year ended December 31, 2025.
- Global Share Plan 2020: Performance share awards subject to conditions measured from January 1, 2026, to December 31, 2028.
- Restricted Share Plan 2024: Awards vesting in equal annual tranches over three years, subject to an underpin for the CEO and CFO.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, management commentary on future outlook, or discussion of general business risks. Specific conditions attached to the awards include:
- Vesting Dates: Deferred Share Bonus awards vest on March 15, 2029. Global Share Plan awards vest on March 15, 2029, subject to performance conditions. Restricted Share Plan awards vest in three annual tranches.
- Underpin Conditions: CEO Deepak Nath and CFO John Rogers' Restricted Share Plan awards are subject to a "reasonable judgement underpin." The Remuneration Committee may scale back vesting to zero if there are issues regarding financial performance, regulatory sanctions, ESG issues, safety incidents, or reputational damage.
- Dividend Equivalents: Participants in all plans will receive additional shares equivalent to dividends payable on vested shares during the vesting period.
Important Facts for Investors to Verify
- Share Price Basis: Verify the calculation of the £12.744 reference price against market data from the ten days following March 2, 2026.
- Total Dilution Impact: Aggregate the total number of shares awarded across all three plans to assess potential dilution. Key recipients include CEO Deepak Nath (total of 487,914 shares across plans) and CFO John Rogers (total of 266,562 shares across plans).
- Performance Conditions: Review the specific performance metrics for the Global Share Plan 2020 awards, as the filing only states they are subject to conditions measured over the 2026-2028 period.
- Underpin Criteria: Monitor the Company's regulatory and safety record, as these are explicit factors that could nullify the Restricted Share Plan awards for the CEO and CFO.