SEC Form 11-K filed by Diageo plc

The following description of the Diageo North America, Inc. Savings Plan (the “Plan”) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.

The Plan is a defined contribution plan sponsored by Diageo North America, Inc. (the “Company”, “Diageo” or “Plan Sponsor”). It is intended that the Plan and its underlying trust be qualified and exempt under Sections 401(a) and 501(a) of the Internal Revenue Code of 1986 (the “Code”), as amended from time to time, and meet the requirements of Section 401(k) of the Code. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

Employees of the Company, as defined in the Plan document, are immediately eligible to participate as soon as they have attained the age of 21.

Participants may contribute annually from 1% up to 50% of their salary either pre-tax, after-tax, or both, as defined in the Plan document, subject to the maximum allowed under the Code. Participants direct the investment of their contribution into various investment options offered by the Plan. The Plan currently offers 3 money market funds, 22 mutual funds and a company stock fund invested in American Depository Receipt (“ADR”) shares of Diageo plc as investment options for participants. The Plan provides for automatic deferrals of 3% for newly eligible employees unless they affirmatively elect not to participate.

All employees who are eligible to contribute under the Plan, and who have attained age 50 or older before the close of the Plan year, are eligible to make catch-up contributions in accordance with Code Section 414(v). Participants may also contribute amounts representing distributions from other qualified retirement plans.

Effective January 1, 2003, the Plan terminated Company contributions. Nonvested Company contributions are used to pay Plan expenses.

Each participant’s account is credited with the participant’s contributions, an allocation of the Plan’s investment earnings or losses, and charged with administrative expenses. Allocations are based on participant earnings or account balances, as defined by the Plan document. The participant is entitled to their vested account balance upon termination, death, retirement, or disability under the Company’s Long-Term Disability Plan.

Participants are immediately vested in their contributions plus actual earnings or losses thereon.

The Plan’s investments are held in the Diageo North America, Inc. Master Trust (“Master Trust”), which was established for the Plan and another Company sponsored defined contribution plan. Each defined contribution plan has a divided interest in the Master Trust. The assets of the Master Trust are held by Fidelity Management Trust Company (the “Trustee”). Investment income (loss) and administrative expenses relating to the Master Trust are allocated to the individual defined contribution plans based upon balances invested by each plan.

The Plan’s specific interest in the Master Trust is credited or charged for contributions, transfers and benefit payments relating to its participants. Net appreciation (depreciation) in fair value of investments and income (loss) from investments are allocated to the Plan based on the Plan’s specific interest in the net assets of the Master Trust.

The Plan invests in various investment securities which are exposed to various risks such as interest rate, market, and credit risks. Market risks include global events which could impact the value of investment securities, such as inflation, a pandemic or international conflict. Due to the level of risk associated with these securities, it is at least reasonably possible that changes in their values will occur in the near term and that such changes could materially affect participants’ accounts balances and the amounts reported in the statement of net assets available for benefits.

Certain Plan investments that include mutual funds and money market funds are managed by Fidelity Management & Research through the Master Trust. Fidelity Management & Research is related to the Trustee as defined by the Plan and, therefore, transactions involving these investments qualify as party-in-interest transactions. Fees incurred from related parties by the Plan amounted to $282,191 for the year ended December 31, 2025.

The Plan’s investments include ADR shares of Diageo plc through the Master Trust. Diageo plc is the parent company of the Plan Sponsor and, therefore, transactions involving this investment qualify as party-in-interest transactions. At the Master Trust during 2025, this investment earned dividends of $350,000, had realized losses of $295,000 and had unrealized losses of $3,096,000. At the Master Trust during 2025, purchases and sales of the ADR shares of Diageo plc were approximately $809,000 and $1,638,000, respectively.

Notes receivable from participants also qualify as party-in-interest transactions.

Although it has not expressed any intent to do so, the Company has the right under the Plan document to terminate the Plan, subject to the provisions of ERISA.

The Internal Revenue Service (“IRS”) has determined and informed the Company by a letter dated September 13, 2022 that the Plan and related trust are designed in accordance with applicable sections of the Code. The Plan Sponsor and the Plan’s tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Internal Revenue Code.

Accounting principles generally accepted in the United States of America require plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan Sponsor has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2025 and 2024, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.

In preparing the financial statements, management of the Plan has evaluated events and transactions for potential recognition or disclosure through June 25, 2026, the date that the financial statements were available to be issued, and noted no subsequent events requiring disclosure.

DIAGEO NORTH AMERICA, INC. SAVINGS PLAN

Schedule H, Line 4(i) – Schedule of Assets (Held at End of Year)

December 31, 2025