Diageo Executive Committee Members Acquire Shares via One World Share Incentive Plan on 17 July 2026

Hannah Brooks’ American Depositary Share Acquisition and Matching Share Award

On 17 July 2026, Hannah Brooks, Executive Committee member at Diageo plc, completed a transaction involving American Depositary Shares (ADS). She purchased 0.152 ADS at $85.58 per share via the New York Stock Exchange, identified by ISIN US25243Q2057. The purchase was funded through salary deductions as part of the One World Share Incentive Plan.

Under the plan’s matching share provision, Brooks received 0.076 matching shares at no cost, representing a 50% match on her partnership shares. This matching award was allocated outside a trading venue, consistent with employee share scheme procedures. The announcement does not specify the total monetary value of the transaction beyond share quantities and purchase price. This disclosure serves as an initial notification under UK Market Abuse Regulation, marking the first public record of Brooks’ shareholding in her managerial role.

John O'Keeffe’s Ordinary Share Purchase and Matching Share Award on London Stock Exchange

John O'Keeffe, also an Executive Committee member, participated in the One World Share Incentive Plan on 17 July 2026 by purchasing 9.240 ordinary shares of Diageo plc at a315.77 each through the London Stock Exchange. These shares carry ISIN GB0002374006 with a nominal value of 28 101/108 pence per share.

Following the plan’s 50% matching rule, O'Keeffe was granted 4.620 matching shares at no cost. The matching shares were issued outside a trading venue, as per standard employee share scheme practices. This transaction is also an initial notification under UK Market Abuse Regulation. The announcement provides share quantities, purchase price, and transaction date but omits total transaction value or other financial details.

Overview of the One World Share Incentive Plan and Employee Participation

The One World Share Incentive Plan is Diageo’s employee share ownership scheme available to eligible employees, including Executive Committee members. Participants purchase partnership shares via salary deductions and receive matching shares at a 1:2 ratio, aligning employee interests with shareholder value. The plan supports share purchases either as American Depositary Shares on the NYSE or ordinary shares on the LSE, reflecting Diageo’s dual listing.

This tax-advantaged plan incentivizes share ownership through free matching shares, which constitute a form of variable remuneration. Brooks and O'Keeffe’s use of different share classes under the plan highlights its flexibility. Their transactions represent routine participation in an ongoing employee benefit program rather than exceptional awards.

Diageo’s Global Presence and Share Structure

Diageo plc is a leading global premium spirits and beer company with a portfolio including Scotch whisky, Irish whisky, gin, vodka, rum, tequila, liqueurs, and beer. Operating in over 200 countries, it generates revenue through production, distribution, and marketing. Diageo’s shares are listed on both the London and New York Stock Exchanges, with ADS facilitating US investor access. This dual listing underscores the company’s international investor base and operations.

John O'Keeffe’s ordinary shares, traded under ISIN GB0002374006 on the LSE, have a nominal value of 28 101/108 pence. Hannah Brooks’ ADS, traded under ISIN US25243Q2057 on the NYSE, offer an alternative equity instrument. Both share classes represent equivalent ownership but differ in settlement and administration. The plan’s availability of both share types demonstrates Diageo’s commitment to global employee equity participation.

Executive Committee Roles and Regulatory Disclosures

Hannah Brooks and John O'Keeffe are Executive Committee members at Diageo plc, classified as persons discharging managerial responsibilities under UK Market Abuse Regulation. This status mandates disclosure of their share transactions to ensure market transparency. Their participation in the employee share scheme alongside other staff reflects a consistent equity ownership approach across management levels.

The regulatory framework aims to prevent insider trading and conflicts of interest by requiring transaction disclosures regardless of size. These initial notifications, signed off by Deputy Company Secretary James Edmunds on 21 July 2026, follow the transactions dated 17 July 2026.

Compliance with Market Abuse Regulation Requirements

Diageo’s disclosures comply with UK Market Abuse Regulation, which enforces transparency for transactions by persons with managerial responsibilities. The notifications include detailed standardized information about the individuals, financial instruments, transaction specifics, dates, and venues. Both disclosures are initial notifications, confirming these are the first reports of these shareholdings acquired through the One World Share Incentive Plan. The Financial Conduct Authority monitors compliance, reinforcing Diageo’s governance standards.

Details on Share Volumes and Pricing

The disclosed transactions are modest in size: Brooks acquired 0.152 ADS at $85.58 each with 0.076 matching shares, while O'Keeffe purchased 9.240 ordinary shares at a315.77 each plus 4.620 matching shares. The differing volumes correspond to the share price and currency differences between ADS and ordinary shares. The announcement does not specify total monetary values or market price context.

The 50% matching share awards are standard and non-discretionary. Both transactions occurred on 17 July 2026, likely a scheduled date for such plan activities. Partnership share purchases took place on the NYSE and LSE, with matching shares allocated off-exchange, consistent with employee share scheme norms. No additional market condition data was provided.

Senior Management’s Alignment with Shareholders

Executive Committee members’ participation in the One World Share Incentive Plan aligns their financial interests with those of shareholders by acquiring direct equity stakes. This fosters shared incentives tied to share price performance and long-term company growth, reflecting sound corporate governance principles.

Employee share schemes contribute to remuneration strategies by offering tax-efficient compensation and supporting retention through equity participation. Brooks and O'Keeffe’s involvement signals confidence in Diageo’s outlook and demonstrates their willingness to invest personal funds in company shares. The plan’s accessibility across employee levels highlights Diageo’s commitment to shared ownership.

Investor Monitoring and Future Disclosure Expectations

These director share transactions provide transparency on senior management’s equity acquisitions, enabling investors to monitor ongoing shareholding patterns. Future transactions by Brooks and O'Keeffe will be disclosed, offering insights into management’s confidence and commitment. This transparency supports investor assessment of long-term equity ownership versus short-term trading.

The announcement does not detail upcoming awards, vesting schedules, or total shareholdings of the executives. For comprehensive shareholding data, investors should consult Diageo’s annual reports or remuneration disclosures. Future transactions will continue to be reported via the Regulatory News Service, maintaining market transparency.