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Executive share awards at Smith & Nephew (NYSE: SNN) detailed

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Filing Sentiment
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Form Type
6-K

Rhea-AI Filing Summary

Smith & Nephew plc reports new share-based awards for senior leaders under three incentive plans. On 1 April 2026, the CEO and CFO deferred 50% of their 2025 annual bonuses into share awards under the Deferred Share Bonus Plan, using a price of £12.744 per share, with vesting scheduled for 15 March 2029.

Additional performance share awards were granted under the Global Share Plan 2020, also at £12.744 per share, with vesting in 2029 subject to performance measured from 1 January 2026 to 31 December 2028. Further time-based awards were made under the Restricted Share Plan 2024, vesting in equal annual tranches over three years, with the CEO and CFO awards subject to a judgement-based underpin linked to financial, regulatory, ESG, safety and reputational outcomes.

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Grant price £12.744 per share Average closing price after full year 2025 results to size all April 1, 2026 awards
CEO deferred bonus shares 83,494 shares Deferred Share Bonus Plan award granted 1 April 2026 to CEO Deepak Nath
CFO deferred bonus shares 48,071 shares Deferred Share Bonus Plan award granted 1 April 2026 to CFO John Rogers
CEO performance shares (max) 285,473 shares Global Share Plan 2020 award at maximum vesting for CEO Deepak Nath
CFO performance shares (max) 154,229 shares Global Share Plan 2020 award at maximum vesting for CFO John Rogers
CEO restricted shares 118,947 shares Restricted Share Plan 2024 award to CEO Deepak Nath, vesting over three years
CFO restricted shares 64,262 shares Restricted Share Plan 2024 award to CFO John Rogers, vesting over three years
Performance measurement period 1 January 2026 to 31 December 2028 Period over which Global Share Plan 2020 performance conditions are assessed
Deferred Share Bonus Plan financial
"awards of US$0.20 ordinary shares ... were granted under the Deferred Share Bonus Plan"
Global Share Plan 2020 financial
"awards of US$0.20 ordinary shares ... were granted under the Global Share Plan 2020"
Restricted Share Plan 2024 financial
"awards of US$0.20 ordinary shares ... were granted under the Restricted Share Plan 2024"
UK Market Abuse Regulation regulatory
"This announcement is made in accordance with the UK Market Abuse Regulation"
persons discharging managerial responsibilities regulatory
"transactions by persons discharging managerial responsibilities and persons closely associated"
Persons Discharging Managerial Responsibilities are the key people in a company who make big decisions, like top managers or executives. Knowing who they are is important because their actions can influence the company’s success or failure, and they are often required to share information about their dealings to ensure transparency for investors and the public.
reasonable judgement underpin financial
"Deepak Nath's and John Rogers' awards are subject to a reasonable judgement underpin"
 
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
 
April 02, 2026
 
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           Form 40-F __
 
 
 
 
 
 
SMITH & NEPHEW PLC
 
2 April 2026
 
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES 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 SMITH & NEPHEW PLC DEFERRED SHARE BONUS PLAN
 
On 1 April 2026, the following awards of US$0.20 ordinary shares (the "Shares") in Smith & Nephew plc (the "Company") were granted under the Deferred Share Bonus Plan. The number of Shares awarded has been calculated using a market price of £12.744 per Share, being the average of the quoted closing prices of a Share for the ten (10) dealing days immediately following the announcement of the Company's full year 2025 results on 2 March 2026.
 
A portion (50%) of the annual bonus earned by the following Executive Directors for performance during the year to 31 December 2025 has been deferred into share awards. The awards will normally vest on 15 March 2029. The Executive Directors will receive an additional number of shares equivalent to the amount of dividend payable per vested share during the relevant vesting period.
 
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
 
Ordinary Shares of USD 0.20 each
 
Identification code
ISIN: GB0009223206
Nature of the transaction
Awards granted on 1 April 2026 under the Deferred Share Bonus Plan.
Date of Transaction
2026 - 04 - 01
Place of Transaction
Grant took place outside a trading venue
 
Name
(Position)
Status
Price (s)
Volume(s)
Aggregated information
Deepak Nath
(Chief Executive Officer)
Director
£12.744
83,494
N/A Single Transaction
John Rogers
(Chief Financial Officer)
Director
£12.744
48,071
N/A Single Transaction
 
 
2.   PERFORMANCE SHARE AWARDS MADE UNDER THE SMITH & NEPHEW PLC GLOBAL SHARE PLAN 2020
 
On 1 April 2026, the following awards of US$0.20 ordinary shares (the "Shares") in Smith & Nephew plc (the "Company") were granted under the Global Share Plan 2020. The number of Shares awarded has been calculated using a market price of £12.744 per Share, being the average of the quoted closing prices of a Share for the ten (10) dealing days immediately following the announcement of the Company's full year 2025 results on 2 March 2026.
 
Awards will vest on 15 March 2029, subject to the achievement of performance conditions which are measured over the period 1 January 2026 to 31 December 2028.
 
The number of shares subject to the above awards are shown at maximum vesting. Should less than maximum vesting be achieved, participants will receive a reduced number of shares in accordance with actual performance. Participants will receive an additional number of shares equivalent to the amount of dividend payable per vested share during the relevant performance period.
 
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
 
Ordinary Shares of USD 0.20 each
 
Identification code
ISIN: GB0009223206
Nature of the transaction
Awards granted on 1 April 2026 under the Global Share Plan 2020.
Date of Transaction
2026 - 04 - 01
Place of Transaction
Grant took place outside a trading venue
 
Name
(Position)
Status
Price (£)
Volume
Aggregated information
Deepak Nath
(Chief Executive Officer)
PDMR
£12.744
285,473
N/A Single Transaction
John Rogers
(Chief Financial Officer)
PDMR
£12.744
154,229
N/A Single Transaction
Helen Barraclough
(Group General Counsel & Company Secretary)
PDMR
£12.744
55,550
N/A Single Transaction
Paul Connolly
(President, Global Operations)
PDMR
£12.744
51,531
N/A Single Transaction
Ajay Dhankhar
(Chief Strategy & Corporate Development Officer)
PDMR
£12.744
110,751
N/A Single Transaction
Craig Gaffin
(President Orthopaedics)
PDMR
£12.744
91,258
N/A Single Transaction
Rohit Kashyap
(President AWM & Global Commercial Operations)
PDMR
£12.744
112,073
N/A Single Transaction
Mizanu Kebede
(Chief Quality & Regulatory Affairs Officer)
PDMR
£12.744
53,921
N/A Single Transaction
Elga Lohler
(Chief HR Officer)
PDMR
£12.744
67,747
N/A Single Transaction
Vasant Padmanabhan
(President Research & Development, ENT & Emerging Markets)
PDMR
£12.744
71,044
N/A Single Transaction
Alison Parkes
(Chief Compliance Officer)
PDMR
£12.744
19,679
N/A Single Transaction
Scott Schaffner
(Global President Sports Medicine)
PDMR
£12.744
107,053
N/A Single Transaction
 
 
3.   AWARDS MADE UNDER THE SMITH & NEPHEW PLC RESTRICTED SHARE PLAN 2024
 
On 1 April 2026, the following awards of US$0.20 ordinary shares (the "Shares") in Smith & Nephew plc (the "Company") were granted under the Restricted Share Plan 2024. The number of Shares awarded has been calculated using a market price of £12.744 per Share, being the average of the quoted closing prices of a Share for the ten (10) dealing days immediately following the announcement of the Company's full year 2025 results on 2 March 2026.
 
The awards will normally vest in equal annual tranches over three years following the award date. In addition, Deepak Nath's and John Rogers' awards are subject to a reasonable judgement underpin. If the Remuneration Committee is not satisfied that the underpin has been met, the Committee may scale back the vesting (including to zero). In assessing the underpin, the Committee will consider a review of overall financial performance over the vesting period, whether there have been any sanctions or fines issued by a regulatory authority, whether there have been any material environmental, social or governance issues, whether a major safety incident has occurred and whether there has been material damage to the reputation of the Company.
 
Participants will receive an additional number of shares equivalent to the amount of dividend payable per vested share during the relevant vesting period.
 
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
 
Ordinary Shares of USD 0.20 each
 
Identification code
ISIN: GB0009223206
Nature of the transaction
Awards granted on 1 April 2026 under the Restricted Share Plan 2024.
Date of Transaction
2026 - 04 - 01
Place of Transaction
Grant took place outside a trading venue
 
Name
(Position)
Status
Price (£)
Volume
Aggregated information
Deepak Nath
(Chief Executive Officer)
PDMR
£12.744
118,947
N/A Single Transaction
John Rogers
(Chief Financial Officer)
PDMR
£12.744
64,262
N/A Single Transaction
Helen Barraclough
(Group General Counsel & Company Secretary)
PDMR
£12.744
21,927
N/A Single Transaction
Paul Connolly
(President, Global Operations)
PDMR
£12.744
26,443
N/A Single Transaction
Ajay Dhankhar
(Chief Strategy & Corporate Development Officer)
PDMR
£12.744
42,009
N/A Single Transaction
Craig Gaffin
(President Orthopaedics)
PDMR
£12.744
24,230
N/A Single Transaction
Rohit Kashyap
(President AWM & Global Commercial Operations)
PDMR
£12.744
55,263
N/A Single Transaction
Mizanu Kebede
(Chief Quality & Regulatory Affairs Officer)
PDMR
£12.744
21,284
N/A Single Transaction
Elga Lohler
(Chief HR Officer)
PDMR
£12.744
34,764
N/A Single Transaction
Vasant Padmanabhan
(President Research & Development, ENT & Emerging Markets)
PDMR
£12.744
28,043
N/A Single Transaction
Alison Parkes
(Chief Compliance Officer)
PDMR
£12.744
7,379
N/A Single Transaction
Scott Schaffner
(President Sports Medicine)
PDMR
£12.744
64,970
N/A Single Transaction
 
 
Philip Horner
Deputy 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: April 02, 2026
By:
/s/ Helen Barraclough
 
 
Helen Barraclough
 
 
Company Secretary

FAQ

What did Smith & Nephew (SNN) disclose in this April 2026 filing?

Smith & Nephew disclosed new share-based awards for senior executives under its Deferred Share Bonus Plan, Global Share Plan 2020 and Restricted Share Plan 2024, all granted on 1 April 2026, with vesting linked to time or performance conditions and dividend-equivalent shares.

How were Smith & Nephew’s 2025 bonuses delivered to executives?

For 2025 performance, 50% of the annual bonus for certain Executive Directors was deferred into share awards under the Deferred Share Bonus Plan, using a share price of £12.744, with these deferred awards normally vesting on 15 March 2029, plus dividend-equivalent shares during the vesting period.

What are the key terms of the Global Share Plan 2020 awards at Smith & Nephew?

Under the Global Share Plan 2020, performance share awards in US$0.20 ordinary shares were granted at £12.744 per share, with vesting on 15 March 2029. Vesting depends on performance from 1 January 2026 to 31 December 2028, and the volumes disclosed represent maximum vesting levels for each participant.

How do the Restricted Share Plan 2024 awards at Smith & Nephew vest?

Restricted Share Plan 2024 awards vest in equal annual tranches over three years after the 1 April 2026 grant date. Participants receive additional shares equal to dividends on vested shares, and the CEO’s and CFO’s awards are subject to a judgement-based underpin that can reduce vesting, including to zero.

What is the judgement underpin applied to Smith & Nephew’s CEO and CFO awards?

The judgement underpin allows the Remuneration Committee to scale back the CEO and CFO Restricted Share Plan 2024 vesting if not satisfied with outcomes. It considers overall financial performance, regulatory sanctions or fines, material ESG issues, major safety incidents and any material damage to the company’s reputation.

At what price were Smith & Nephew’s April 2026 share awards calculated?

All disclosed awards were calculated using a market price of £12.744 per share, based on the average quoted closing price for ten dealing days after full year 2025 results announced on 2 March 2026, and this price determined the number of US$0.20 ordinary shares granted to each participant.
Smith & Nephew

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Medical Devices
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United Kingdom
Watford