DIAGEO PLC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark One)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES

OR

☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the fiscal year ended:30 June 2026

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

Date of event requiring this shell company report

For the transition period from __ to __

Commission file number 1-10691

DIAGEO plc

(Exact name of Registrant as specified in its charter)

England and Wales

(Jurisdiction of incorporation or organisation)

16 Great Marlborough Street, London W1F 7HS, England

(Address of principal executive offices)

Randall Ingber, General Counsel & Company Secretary

Tel: +44 20 7947 9100

E-mail: the.cosec@diageo.com

16 Great Marlborough Street, London W1F 7HS, England

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

(i)Not for trading, but only in connection with the registration of American Depositary Shares representing such ordinary shares, pursuant to the requirements of the

Securities and Exchange Commission.

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period

covered by the Annual Report:2,432,397,125 ordinary shares of 28101/108 pence each.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes þ No¨

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to

Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes¨No þ

Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the

Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file

such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes þ No¨

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted

pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the

registrant was required to submit such files). Yes þ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an

emerging growth company. See the definitions of 'large accelerated filer,' 'accelerated filer,' and 'emerging growth company' in Rule

12b-2 of the Exchange Act :

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by checkmark if

the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards† provided pursuant to Section 13(a) of the Exchange Act.¨

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the

effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by

the registered public accounting firm that prepared or issued its audit report. þ

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the

registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive

based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to

§240.10D-1(b).¨

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this

filing:

If 'Other' has been checked in response to the previous question, indicate by check mark which financial statement item the

registrant has elected to follow. Item 17¨ Item 18¨

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the

Exchange Act). Yes ☐ Noþ

Diageo is a global leader in the beverage alcohol industry with an outstanding collection of brands across spirits and beer. Its

products are sold in nearly 180 countries around the world and its brands include Johnnie Walker, Crown Royal, JεB and Buchanan’s

whiskies, Smirnoff and Ketel One vodkas, Captain Morgan, Baileys, Don Julio, Tanqueray and Guinness. Diageo's new strategy

focuses on relevant brands in competitive category strategies, the customer and a fully integrated end-to-end supply chain.

Diageo plc is incorporated as a public limited company in England and Wales. The company which is now Diageo plc was

incorporated as Arthur Guinness Son and Company Limited on 21 October 1886. The Diageo group was formed by the merger of the

Grand Metropolitan Public Limited Company and Guinness plc groups in December 1997. Diageo plc’s principal executive office is

located at 16 Great Marlborough Street, London W1F 7HS, England and its telephone number is +44 (0) 20 7947 9100. Diageo plc’s

agent for service in the United States for the purposes of Diageo’s registration statement on Form F-3 (333-294004) is General

Counsel, Diageo North America, Inc., 175 Greenwich Street, 3 World Trade Center, New York, NY 10007.

This is the Annual Report on Form 20-F of Diageo plc for the year ended 30 June 2026. The information set out in this Form 20-F

does not constitute Diageo plc’s statutory accounts under the UK Companies Act for the years ended 30 June 2026,30 June 2025

and/or 30 June 2024. The accounts for the years ended 30 June 2025 and 30 June 2024 have been delivered to the registrar of

companies for England and Wales and those for the year ended 30 June 2026 will be delivered to the registrar of companies for

England and Wales in due course.

This document contains forward-looking statements that involve risk and uncertainty because they relate to, and are dependent upon,

events and circumstances that will occur in the future. There are a number of factors that could cause actual results and developments

to differ materially from those expressed or implied by these forward-looking statements, including factors beyond Diageo’s control.

For more details, please refer to the Cautionary statement concerning forward-looking statements on page 213.

This document may contain inactive textual addresses to websites operated by Diageo (including www.diageo.com) and third parties.

Reference to such websites is made for information purposes only, and any information found at such websites does not form a part

of this document and is not incorporated by reference into this document. Diageo does not make any representation or warranty with

respect to the accuracy or completeness of, or take any responsibility for, any information found at any websites operated by third

parties. This report includes names of Diageo’s products, which constitute trademarks or trade names which Diageo owns or which

others own and license to Diageo for use. In this report, the term ‘company’ refers to Diageo plc and terms ‘group’ and ‘Diageo’ refer

to the company and its consolidated subsidiaries, except as the context otherwise requires. A glossary of terms used in this report is

included at the end of the report.

The consolidated financial statements are prepared in accordance with IFRS® Accounting Standards (IFRSs) adopted by the UK

(UK-adopted International Accounting Standards) and IFRSs, as issued by the International Accounting Standards Board (IASB),

including interpretations issued by the IFRS Interpretations Committee. IFRS as adopted by the UK differs in certain respects from

IFRS as issued by the IASB. The differences have no impact on the group’s consolidated financial statements for the years presented.

The consolidated financial statements are prepared on a going concern basis under the historical cost convention, unless stated

otherwise in the relevant accounting policy.

The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect

the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements,

and the reported amounts of revenues and expenses during the year. Actual results could differ from those estimates.

The financial performance expectations related to Diageo’s Accelerate programme, Diageo’s fiscal 27 outlook, Diageo’s medium-

term guidance and any other statements related to Diageo’s performance expectations for the year ending 30 June 2027 or thereafter

included in this document have been prepared by and are the responsibility of Diageo’s management. PricewaterhouseCoopers LLP

has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the financial performance

expectations and, accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect

thereto. The PricewaterhouseCoopers LLP report included in this document relates to Diageo’s historical financial statements. It does

not extend to the financial performance expectations and should not be read to do so. The financial performance expectations were

not prepared with a view toward compliance with published guidelines of the Securities and Exchange Commission or the guidelines

established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial

information.

Introduction (continued)

Information presented

Organic movements and organic operating margins are before exceptional items. Commentary, unless otherwise stated, refers to

organic movements. Share, unless otherwise stated, refers to value share. See page 205 for explanation and reconciliation of non-

GAAP measures, including organic net sales, organic operating profit, free cash flow, adjusted operating cash flow, eps before

exceptionals, ROIC, adjusted net debt, adjusted EBITDA and tax rate before exceptional items.

The brand ranking information presented in this report, when comparing information with competitors, reflects data published by

sources such as Global Data, Nielsen, NABCA and IWSR. Market data information and competitive set classifications are taken from

independent industry sources in the markets in which Diageo operates. In addition, Diageo’s financial year end is 30 June, and such

data may relate to dates other than 30 June or periods other than the financial year ended 30 June, such as calendar year end.

Disclosures not included in Annual Report on Form 20-F

The following pages and sections of this document do not form part of the Annual Report on Form 20-F and are furnished to the SEC

for information only:

•Disclosures under the heading ‘Fiscal 26 non-financial performance’ on page 3.

•Disclosures under the heading ‘Statement on Section 172 of the Companies Act 2006’ on page 5.

•Disclosures under the headings ‘Spirit of Progress’ and ‘Looking forward’ in the Chair’s statement on page 5.

•Disclosures under the heading ‘Looking to the future’ in the Chief Executive’s statement on page 7.

•Disclosures under the heading ‘An attractive investment case’ on page 14.

•Disclosures under the heading ‘Non-financial performance’ on pages 18 to 19.

•Disclosures under the heading ‘Health and safety’ on pages 38 to 39.

•Disclosures under the heading ‘Stakeholder engagement’ on pages 80 to 83.

•Disclosures under the heading ‘Workforce Engagement statement’ on page 86.

•Disclosures under the headings ‘Going concern’, ‘Risk Management’ and ‘Viability statement’ on pages 91 to 92.

•Disclosures under the headings ‘Disclosure of information to the auditor’, ‘Corporate governance statement’ and ‘Political

donations’ on page 130.