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
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.