SMITH & NEPHEW PLC (SNN) SEC Filings

SMITH & NEPHEW PLC (SNN) launched a cash tender offer to purchase up to $250 million aggregate principal amount (the Maximum Tender Amount) of its outstanding 2.032% Senior Notes due 2030, of which $900 million is currently outstanding. The notes accepted in the offer will be cancelled and cease to be obligations of the company.

The tender price per $1,000 principal amount will be set on the Price Determination Date, expected at 4:00 p.m. New York City time on September 15, 2026, using a yield based on the 4.375% U.S. Treasury due August 31, 2031 plus a 55 bps fixed spread. Settlement is expected on September 18, 2026, when holders will also receive accrued and unpaid interest.

The offer is part of a broader debt strategy alongside a concurrent offering of new senior notes due 2036. The company’s purchase of tendered notes is subject to a Financing Condition, requiring sufficient gross proceeds from the new notes. If tenders exceed the Maximum Tender Amount, notes will be accepted on a prorated basis. The offer launched on September 8, 2026, with an Expiration Time of 5:00 p.m. New York City time on September 15, 2026, unless extended or terminated.

SMITH & NEPHEW PLC (SNN) is offering new senior unsecured Notes due 2036 under its effective shelf registration. The Notes will pay semi-annual interest and may be redeemed early at make-whole and par-call prices, and at 100% upon certain tax events, with a 101% repurchase right after a Change of Control Repurchase Event.

Net proceeds are intended primarily to fund a cash tender offer for up to $250 million of the company’s 2.032% Senior Notes due 2030 (out of $900 million outstanding) and to pay related fees, with any remainder for general corporate purposes. The Notes rank equally with other unsecured, unsubordinated debt, carry covenants on liens, mergers and sale-leasebacks, and are expected to be listed on the New York Stock Exchange. Recent results show first-half 2026 revenue of $3.10 billion and attributable profit of $303 million, with total assets of $11.01 billion and equity of $5.18 billion.

SMITH & NEPHEW PLC (SNN) reports equity incentive awards to Nate Folkert, President, Orthopaedics. On September 1, 2026, he received a performance share award over 117,933 ordinary shares under the Smith & Nephew Performance Share Plan 2026, calculated at a reference price of £11.0265 per share. These shares may vest on March 15, 2029, subject to performance conditions measured from January 1, 2026 to December 31, 2028, with the 117,933 shares representing maximum vesting.

On the same date he also received a restricted share award over 67,164 ordinary shares under the Smith & Nephew Restricted Share Plan 2024, also based on £11.0265 per share. These restricted shares vest in three equal annual tranches, subject to continued employment and satisfactory performance, and both awards include additional shares equivalent to dividends on vested shares.

SMITH & NEPHEW PLC (SNN) reports on its 2026 Directors’ Remuneration Policy and Performance Share Plan after shareholder approval at the May 6, 2026 AGM, where the relevant resolutions each received under 80% support. The company then conducted further consultation with investors and proxy advisers representing about 70% of its issued share capital between May 18 and July 27, 2026.

After considering limited additional feedback, the board decided to implement the Policy and the Performance Share Plan on the terms approved at the AGM. Under the Policy, on September 1, 2026 the Remuneration Committee granted CEO Deepak Nath a top-up Performance Share Plan award equal to 350% of salary (total 2026 PSP awards 650% of salary) and a top-up Restricted Share Plan award equal to 25% of salary (total 2026 restricted share awards 150% of salary), represented by share awards that may vest over 2027–2029 subject to performance and other conditions.

SMITH & NEPHEW PLC (SNN) reports its updated voting rights and share capital position as at 31 August 2026. The company has a total issued share capital of 877,738,166 ordinary shares of US20¢ each, which includes 40,321,038 ordinary shares held in treasury.

After excluding treasury shares, the company's issued share capital with voting rights consists of 837,417,128 ordinary shares, each carrying one vote. Shareholders are directed to use this voting-share figure as the denominator when assessing whether they must notify their holdings or changes in holdings under the FCA's Disclosure Guidance and Transparency Rules.

Smith & Nephew plc (SNN) reports a TR-1 notification of major holdings from a holder within the Bank of America group. As of the threshold date, this holder had 2.461592% of Smith & Nephew’s voting rights attached to shares and 0.427242% through financial instruments, for a total of 2.888834%, representing 24,191,594 voting rights. This total compares with a previously notified position of 3.172736%. Voting rights attached to shares are held via ISIN US83175M2052, and additional exposure is held through rights to recall and various cash-settled swaps and a put option with expiries between 2027 and 2030.

SMITH & NEPHEW PLC (SNN) reports that Chief Financial Officer John Rogers has resigned to take an external role in the US. He will leave his CFO position on 30 September 2026 and has stepped down from the Board with immediate effect, while continuing to work for the company until his departure date.

Pierre Palassian, currently Senior Vice President Finance and Group Controller, will serve as interim CFO while a search for a permanent successor is conducted. Rogers will be paid in line with the company’s Remuneration Policy with no severance payment; all outstanding awards under the Annual Incentive Plan, Performance Share Plan and Restricted Share Plan will be treated as for ordinary leavers and will lapse on 30 September 2026.

Smith+Nephew describes itself as a global medical technology business focused on tissue repair, regeneration and replacement, with 17,000 employees, operations in around 100 countries, and $6.2 billion of annual sales in 2025.

Smith & Nephew plc reported a transaction by a person discharging managerial responsibilities under the UK Market Abuse Regulation. On 17 August 2026, restricted share awards granted in 2024 under the Smith & Nephew Restricted Share Plan 2024 vested. Following vesting, a portion of the resulting ordinary shares of US$0.20 each was sold on the London Stock Exchange (XLON) solely to cover tax liabilities arising from the vesting. Chief Executive Officer Deepak Nath had a total of 47,105 shares involved at an average price of £10.898231 per share, of which 19,492 shares were sold to meet tax obligations and 27,613 shares were retained. The company states that the acquired amounts include dividend-equivalent shares on the vested awards.

Smith+Nephew reported first-half 2026 revenue of $3,097m, up 4.6% year-on-year, with underlying revenue growth of 2.3%. Operating profit rose to $448m and trading profit to $566m, an 8.1% increase, lifting the trading profit margin to 18.3%. Adjusted EPS (EPSA) grew 11.0% to 47.7¢, while basic EPS increased 6.2% to 35.6¢.

Growth was led by Sports Medicine & ENT (revenue up 10.2%) and Emerging Markets (up 14.8%), offset by softer Orthopaedics (1.7% growth) and declines in Advanced Wound Bioactives driven by US reimbursement changes and a weaker quarter for SANTYL. The group delivered $605m cash from operations and $231m free cash flow despite higher capex on a new UK wound factory and IT upgrades. Net debt was $3,019m, with an adjusted net-debt-to-EBITDA ratio of 1.8x.

Management cut full-year underlying revenue growth guidance from “around 6%” to “around 4%”, but kept targets for ~8% trading profit growth (around $1.3bn including Integrity Orthopaedics), about $800m free cash flow, and more than 10% adjusted ROIC. A progressive capital-return policy continues, with an interim dividend of 15.6¢ per share (up 4.0%) and a $500m share buyback, of which $216m had been settled by 3 August 2026.