Cevian lifts Smith & Nephew stake to 14.21%

Smith & Nephew plc reports a major holdings notification from Cevian Capital II G.P.

Rhea-AI Filing Summary

Smith & Nephew plc reports a major holdings notification from Cevian Capital II G.P. Limited. Cevian, through Cevian Capital II Master Fund L.P. and Cevian Capital II Co-Investment - Series P L.P., now holds 14.214414% of Smith & Nephew’s voting rights, representing 119,179,419 voting rights attached to shares.

The holding via Cevian Capital II Master Fund L.P. is 13.014856% and via Cevian Capital II Co-Investment - Series P L.P. is 1.199558%. This reflects an increase from a previously notified aggregate holding of 14.010786%. The legal owner of the shares is Aurora Nominees Limited, holding on behalf of UBS AG as custodian. Cevian Capital II G.P. Limited states that no new notification threshold has been crossed and that the notification is made for transparency purposes. No voting rights are held through financial instruments.

Filing Explained

The August 12 Form 6-K records Cevian’s voting-rights position at 14.214414%: since its July 24 notification, the Master Fund rose from 12.815710% to 13.014856% and the Co-Investment fund from 1.195075% to 1.199558%.

Key Figures

Aggregate voting rights percentage: 14.214414% Total voting rights held: 119,179,419 Previous aggregate voting rights: 14.010786% +2 more

5 metrics

Aggregate voting rights percentage 14.214414% Resulting situation on the date the threshold was crossed or reached

Total voting rights held 119,179,419 Total number of voting rights held in issuer at resulting situation date

Previous aggregate voting rights 14.010786% Position of previous notification by Cevian Capital II G.P. Limited

Master Fund voting rights 13.014856% Voting rights held via Cevian Capital II Master Fund L.P.

Co-Investment fund voting rights 1.199558% Voting rights held via Cevian Capital II Co-Investment - Series P L.P.

Key Terms

TR-1, voting rights, financial instruments, nominee, +1 more

5 terms

TR-1 regulatory

"TR-1: Standard form for notification of major holdings"

A TR-1 is a financial form used by investors to report significant ownership stakes in a company, typically when they acquire or dispose of a large number of shares. It helps keep the market informed about major shareholders and potential changes in control, allowing other investors to make better-informed decisions. This transparency encourages fair trading and reduces surprises related to ownership shifts.

voting rights financial

"Total number of voting rights held in issuer"

Voting rights are the ability of shareholders to have a say in important company decisions, like choosing leaders or approving big changes. They matter because they give owners a voice in how the company is run, similar to how voters influence elections, ensuring the company acts in shareholders’ interests.

financial instruments financial

"Financial Instruments according to (DTR5.3.1R.(1) (a))"

Financial instruments are assets or contracts that hold monetary value and can be bought, sold, or traded. They serve as tools for investors to grow, protect, or transfer money, much like how a ticket or voucher can be used to access goods or services. These instruments help individuals and organizations manage financial goals and risks across different markets and economic conditions.

nominee financial

"The legal owner of the shares is Aurora Nominees Limited (acting as nominee)"

custodian financial

"Aurora Nominees Limited holds the shares on behalf of UBS AG (acting as custodian)"

A custodian is a financial institution that holds and safeguards an investor's assets—such as stocks, bonds, or cash—and records transactions on the investor's behalf. Think of it as a trusted caretaker or safe-deposit box for investments; it helps prevent loss or theft, handles paperwork and transfers, and provides transparency and regulatory checks, so investors can focus on decisions rather than the mechanics or security of asset storage.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What stake does Cevian Capital now hold in Smith & Nephew (SNN)?

Cevian Capital II G.P. Limited reports an aggregate holding of 14.214414% of Smith & Nephew’s voting rights, corresponding to 119,179,419 voting rights attached to shares as of the threshold crossing date.

How has Cevian Capital’s ownership in Smith & Nephew (SNN) changed?

Cevian Capital’s aggregate voting rights increased from 14.010786% to 14.214414%. The Master Fund’s stake rose to 13.014856% and the Co-Investment fund’s stake to 1.199558% since the prior notification dated 24 July 2026.

Who is the legal owner of the Smith & Nephew (SNN) shares linked to Cevian?

The legal owner is Aurora Nominees Limited, which holds the shares as nominee on behalf of UBS AG acting as custodian. Cevian Capital II G.P. Limited is general partner to the investment funds that benefit from these holdings.

Does Cevian Capital hold Smith & Nephew (SNN) voting rights via financial instruments?

No. The notified position shows 0.000000% of voting rights held through financial instruments, with all 14.214414% of voting rights attached directly to shares rather than derivatives or similar instruments.

Did Cevian Capital cross a new disclosure threshold in Smith & Nephew (SNN)?

No. Cevian Capital II G.P. Limited states that despite its aggregate voting rights rising to 14.214414%, it has not crossed a new notification threshold; the filing is made for transparency purposes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/12/2026 - 06:16 AM EDT Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 under the

Securities Exchange Act of 1934

August 12, 2026

Commission File Number 001-14978

SMITH & NEPHEW plc

(Registrant’s name)

Building 5, Croxley Park, Hatters Lane

Watford, England, WD18 8YE

 (Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ✔         Form 40-F __

TR-1: Standard form for notification of major holdings

1. Issuer Details

ISIN

GB0009223206

Issuer Name

SMITH & NEPHEW PLC

UK or Non-UK Issuer

UK

2. Reason for Notification

An acquisition or disposal of voting rights; An event changing the breakdown of voting rights

3. Details of person subject to the notification obligation

Name

Cevian Capital II GP Limited

City of registered office (if applicable)

`St Helier

Country of registered office (if applicable)

Jersey

4. Details of the shareholder

Name	City of registered office	Country of registered office
Aurora Nominees Limited	London	United Kingdom

5. Date on which the threshold was crossed or reached

07-Aug-2026

6. Date on which Issuer notified

11-Aug-2026

7. Total positions of person(s) subject to the notification obligation

	% of voting rights attached to shares (total of 8.A)	% of voting rights through financial instruments (total of 8.B 1 + 8.B 2)	Total of both in % (8.A + 8.B)	Total number of voting rights held in issuer
Resulting situation on the date on which threshold was crossed or reached	14.214414	0.000000	14.214414	119179419
Position of previous notification (if applicable)	14.010786	0.000000	14.010786

8. Notified details of the resulting situation on the date on which the threshold was crossed or reached

8A. Voting rights attached to shares

Class/Type of shares ISIN code(if possible)	Number of direct voting rights (DTR5.1)	Number of indirect voting rights (DTR5.2.1)	% of direct voting rights (DTR5.1)	% of indirect voting rights (DTR5.2.1)
GB0009223206		119179419		14.214414
Sub Total 8.A	119179419		14.214414%

8B1. Financial Instruments according to (DTR5.3.1R.(1) (a))

Type of financial instrument	Expiration date	Exercise/conversion period	Number of voting rights that may be acquired if the instrument is exercised/converted	% of voting rights
Sub Total 8.B1

8B2. Financial Instruments with similar economic effect according to (DTR5.3.1R.(1) (b))

Type of financial instrument	Expiration date	Exercise/conversion period	Physical or cash settlement	Number of voting rights	% of voting rights
Sub Total 8.B2

9. Information in relation to the person subject to the notification obligation

2. Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entities (please add additional rows as necessary)

Ultimate controlling person	Name of controlled undertaking	% of voting rights if it equals or is higher than the notifiable threshold	% of voting rights through financial instruments if it equals or is higher than the notifiable threshold	Total of both if it equals or is higher than the notifiable threshold
Cevian Capital II G.P. Limited	Cevian Capital II Master Fund L.P.	13.014856		13.014856%
Cevian Capital II G.P. Limited	Cevian Capital II Co-Investment - Series P L.P.	1.199558		1.199558%

10. In case of proxy voting

Name of the proxy holder

The number and % of voting rights held

The date until which the voting rights will be held

If date does not apply, explain below

11. Additional Information

Cevian Capital II G.P. Limited acts as general partner for Cevian Capital II Master Fund L.P. and Cevian Capital II Co-Investment - Series P L.P.

The legal owner of the shares is Aurora Nominees Limited (acting as nominee), which holds the shares on behalf of UBS AG (acting as custodian).

This notification is made for transparency purposes. Since Cevian Capital II G.P. Limited's notification dated 24 July 2026, the percentage of voting rights held via Cevian Capital II Master Fund L.P. has increased to 13.014856% (previously notified percentage: 12.815710%). The percentage of voting rights held via Cevian Capital II Co-Investment - Series P L.P. is 1.199558% (previously notified percentage: 1.195075%).

As a result of this increase, Cevian Capital II G.P. Limited's aggregate holding is now 14.214414% (previously notified percentage: 14.010786%). Cevian Capital II G.P. Limited has not crossed a new notification threshold as a result of this increase.

12. Date of Completion

11-Aug-2026

13. Place Of Completion

Jersey

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		Smith & Nephew plc
		(Registrant)
Date: August 12, 2026	By:	/s/ Helen Barraclough
		Helen Barraclough
		Company Secretary