🧾 What This Document Is

This is a Form 6-K, a monthly report that foreign companies like Diageo (based in the UK) must file with the U.S. Securities and Exchange Commission (SEC). Think of it as a "here's what we did this month" update for American investors. It bundles together several official announcements Diageo made in March 2026.

👉 Why it matters: It gives investors a consolidated view of the company's regulatory updates, insider transactions, and major business moves all in one place.

🏢 What The Company Does

In simple terms… Diageo is one of the world's largest makers of alcoholic drinks. They own famous brands like Johnnie Walker whisky, Smirnoff vodka, Guinness beer, and Baileys.

👉 They operate in almost 180 countries and are listed on both the London and New York stock exchanges.

📢 March Announcements Overview

The filing lists all the public notices Diageo released to the London Stock Exchange throughout March 2026. These include:

• Total Voting Rights (Mar 2): A standard monthly update on the company's share structure.
• Director/PDMR Shareholdings (Multiple dates): Reports on shares bought or sold by top executives.
• Publication of a Supplement to a Base Prospectus (Mar 12): An update to documents related to their debt financing programs.
• Divestiture of RCB Stake (Mar 25): A major announcement about selling their Indian cricket team.

💰 Voting Rights & Share Structure

As of February 28, 2026, Diageo had:

• 2,432,425,480 ordinary shares issued.
• 205,973,302 shares held in treasury (these don't have voting rights).
• Total voting rights: 2,226,452,178.

👉 Why it matters: This number (2.226 billion) is the key "denominator" shareholders use to calculate if their ownership stake crosses a reporting threshold.

👥 Insider Activity: Directors & Executives Buying/Selling

A large portion of the filing details transactions by company directors and key managers (PDMRs). The main activities were:

1. Share Purchases & Awards (Mar 9-10):

• Chair Sir John Manzoni purchased 432 shares at £15.18 each.
• CFO Nik Jhangiani and other executives received share awards from long-term incentive plans and then sold some shares to cover tax bills. For example, Jhangiani received 101,142 shares for nil cost and sold 47,657 shares at £15.00 to pay taxes.

2. Annual Grant of Performance Awards (Mar 16):

• CEO Sir Dave Lewis was granted performance-based options and awards over 612,039 shares. These only vest if tough performance goals are hit by 2028.
• Executive Hannah Brooks received awards over 26,598 American Depositary Shares (ADS).

3. Regular Employee Share Plans (Mar 10 & 17):

• Several executives participated in savings plans where they buy shares from their salary and get a 50% matching award from the company. These are small, regular purchases.

👉 Why it matters: Insider activity is closely watched. The Chair's open-market purchase is a direct show of confidence. The large executive awards are part of long-term pay tied to future performance.

💸 Financial Move: Debt Prospectus Update

On March 12, Diageo published a supplement to its base prospectus for a debt issuance program. This is a technical update to the legal documents that govern how they can borrow money by issuing bonds.

👉 Why it matters: It keeps their debt financing "toolbox" up-to-date and approved by regulators, giving them flexibility to raise money in the future.

🏏 Major Strategic Move: Selling the Cricket Team

The biggest news in the filing: Diageo's Indian subsidiary, United Spirits Limited (USL), agreed to sell its 100% stake in Royal Challengers Sports Private Ltd. for INR 166.6 billion (roughly $2 billion USD).

• What's being sold? Ownership of the Royal Challengers Bengaluru franchise in the Indian Premier League (IPL) and Women's Premier League (WPL).
• Who's buying? A powerful consortium including the Aditya Birla Group, Times of India Group, investor David Blitzer's Bolt Ventures, and Blackstone.
• Status: The deal is pending typical regulatory approvals.

👉 Why it matters: This completes a strategic review announced in November 2025. Diageo is streamlining its focus back to its core beverage alcohol business by selling this non-core, albeit high-profile, sports asset. The significant cash received can be used to pay down debt, invest in brands, or return to shareholders.

🔮 What's Next

• The cricket team sale will close once it gets all necessary regulatory approvals in India.
• The long-term incentive awards granted to executives in March will vest (or not) in September 2028, based on performance against goals set for the period through June 2028.
• Diageo continues to operate its debt financing programs with the updated prospectus.

⚖️ Big Picture

👍 Strengths Demonstrated:

• Disciplined Portfolio Management: Selling the non-core cricket team shows a commitment to streamlining the business.
• Strong Governance: Regular and detailed reporting on insider transactions and voting rights.
• Long-Term Executive Incentives: Pay is heavily tied to future performance, aligning management with shareholders.

⚠️ Risks & Considerations:

• The cricket sale is still subject to regulatory hurdles in India.
• The filing shows no new financial performance data (like revenue or profit); it's purely about governance, structure, and one major asset sale.

🧠 The Analogy

Think of this 6-K filing as Diageo's "Monthly Life Update" for the financial world. It's not a deep dive into their health (like an earnings report would be), but rather a collection of important errands and decisions: "Here's how many votes everyone has, here's what the bosses bought and sold, we updated our credit paperwork, and we sold that sports team we owned to focus on our day job."

📇 Key Contacts & People

Investor Relations:

• Sonya Ghobrial: +44 (0) 7392 784 784
• Andrew Ryan: +44 (0) 7803 854 842
• Grace Murphy: +44 (0) 7514 726 167
• Email: [email protected]

Media Relations:

• Rebecca Perry: +44 (0) 7590 809 101
• Clare Cavana: +44 (0) 7751 742 072
• Abigail Farrell: +44 (0) 7510 360 547
• Email: [email protected]

Deputy Company Secretary:

• James Edmunds

🧩 Final Takeaway

This March 2026 filing shows Diageo executing a focused strategy: it's tightening its corporate structure, aligning executive pay with long-term goals, and making a significant move to shed a non-core sports asset to concentrate on its global beverage alcohol empire.