Cevian-linked funds report 12.235936% voting stake in Smith & Nephew (SNN)

Rhea-AI Filing Summary

Smith & Nephew plc reports a TR-1 notification of major holdings. Aurora Nominees Limited now holds 103,717,469 indirect voting rights in the company, representing 12.235936% of total voting rights, up from 12.074433% previously. The holding is linked to funds controlled by Cevian Capital II G.P. Limited.

Insights

Equity ownership and governance analyst

New TR-1 shows Cevian-linked stake at about 12.24% of Smith & Nephew.

The TR-1 disclosure shows Aurora Nominees Limited holding 103,717,469 indirect voting rights in Smith & Nephew, equal to 12.235936% of voting rights. This is a modest increase from 12.074433% in the previous position.

The ultimate controlling person is listed as Cevian Capital II G.P. Limited, with exposure via Cevian Capital II Master Fund L.P. (11.049406%) and Cevian Capital II Co-Investment - Series P L.P. (1.186530%). All voting rights are held through shares, with no disclosed financial instruments.

This filing confirms a sizable but stable minority position rather than a transformative change. It signals continued engagement by an active shareholder, but the incremental percentage change is small, so implications for overall control and strategy appear limited based on this data alone.

Key Figures

Indirect voting rights held: 103,717,469 voting rights Total voting rights percentage: 12.235936% Previous voting rights percentage: 12.074433% +3 more

6 metrics

Indirect voting rights held 103,717,469 voting rights Resulting situation on threshold crossing/reaching

Total voting rights percentage 12.235936% Resulting situation on threshold crossing/reaching

Previous voting rights percentage 12.074433% Position of previous notification

Master Fund voting rights percentage 11.049406% Cevian Capital II Master Fund L.P.

Co-Investment Fund voting rights percentage 1.186530% Cevian Capital II Co-Investment - Series P L.P.

Direct voting rights 0 Class/type of shares table (direct voting rights)

Key Terms

TR-1, notification of major holdings, voting rights attached to shares, financial instruments, +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.

notification of major holdings regulatory

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

A notification of major holdings is a regulatory report that discloses when an investor or institution acquires a large stake in a listed company. It tells the market who owns a meaningful piece of the company and can signal confidence, influence over decisions, or possible strategic moves; think of it like a public record showing when a new large homeowner buys into a neighborhood, which can change property dynamics and expectations. Investors use these notices to assess ownership shifts and potential impacts on share value and governance.

voting rights attached to shares financial

"% of voting rights attached to shares (total of 8.A)"

financial instruments financial

"% of voting rights through financial instruments (total of 8.B 1 + 8.B 2)"

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.

indirect voting rights financial

"Number of indirect voting rights (DTR5.2.1)"

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Form 6-K: How Foreign Companies Report to the SEC →

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

June 17, 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

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	England

5. Date on which the threshold was crossed or reached

12-Jun-2026

6. Date on which Issuer notified

16-Jun-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	12.235936	0.000000	12.235936	103717469
Position of previous notification (if applicable)	12.074433	0.000000	12.074433

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	0	103717469	0.000000	12.235936
Sub Total 8.A	103717469		12.235936%

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.	11.049406		11.049406%
Cevian Capital II G.P. Limited	Cevian Capital II Co-Investment - Series P L.P.	1.186530		1.186530%

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 10 June 2026, the percentage of voting rights held via Cevian Capital II Master Fund L.P. has increased to 11.049406% (previously notified percentage: 10.889586%). The percentage of voting rights held via Cevian Capital II Co-Investment - Series P L.P. has increased to 1.186530% (previously notified percentage: 1.184847%).

As a result of this increase, Cevian Capital II G.P. Limited's aggregate holding is now 12.235936% (previ-ously notified percentage: 12.074433%). Cevian Capital II G.P. Limited has not crossed a new notification threshold as a result of this increase.

12. Date of Completion

16-Jun-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: June 17, 2026	By:	/s/ Helen Barraclough
		Helen Barraclough
		Company Secretary

FAQ

What major shareholding in Smith & Nephew (SNN) is disclosed in this 6-K?

The 6-K discloses that Aurora Nominees Limited holds 103,717,469 indirect voting rights in Smith & Nephew, representing 12.235936% of total voting rights. This confirms a significant minority stake reported via a TR-1 major holdings notification.

Who is the ultimate controlling person behind the new Smith & Nephew (SNN) holding?

The filing names Cevian Capital II G.P. Limited as the ultimate controlling person. Its interest is held through Cevian Capital II Master Fund L.P. and Cevian Capital II Co-Investment - Series P L.P., together corresponding to the disclosed 12.235936% voting rights position.

How large is Aurora Nominees Limited’s voting stake in Smith & Nephew (SNN)?

Aurora Nominees Limited holds 103,717,469 indirect voting rights in Smith & Nephew, equal to 12.235936% of voting rights. All voting rights are classified as indirect, with zero direct voting rights reported in the TR-1 disclosure table.

Did the percentage holding in Smith & Nephew (SNN) change in this TR-1?

Yes. The resulting situation shows 12.235936% of total voting rights, compared with 12.074433% in the previous notification. This reflects a small increase in the reported voting rights percentage associated with the Cevian-linked structures.

Are any financial instruments disclosed in the Smith & Nephew (SNN) TR-1 notification?

No financial instruments are reported. The subsections for financial instruments (8.B1 and 8.B2) contain no entries, indicating the 12.235936% position is held entirely through voting rights attached to shares rather than derivatives or similar instruments.