Smith & Nephew holder lifts stake to 13.06%

Smith & Nephew plc reports a TR-1 notification of major holdings showing that entities related to Cevian Capital have increased their stake in the company.

Rhea-AI Filing Summary

Smith & Nephew plc reports a TR-1 notification of major holdings showing that entities related to Cevian Capital have increased their stake in the company. The notification discloses that a total of 110,517,469 voting rights are now held, representing 13.056468% of Smith & Nephew’s voting rights, up from a previously reported 12.235936%. All voting rights are held through shares rather than financial instruments, indicating a purely equity-based position. The holding is structured primarily through Cevian Capital II Master Fund L.P. and Cevian Capital II Co-Investment - Series P L.P., which together account for the disclosed percentage.

Insights

Equity ownership and governance analyst

Cevian-related funds now hold just over 13% of Smith & Nephew’s voting rights.

The notification shows entities related to Cevian Capital II G.P. Limited holding a combined 13.056468% of Smith & Nephew voting rights via ordinary shares, with no additional exposure through financial instruments. This is a clear equity stake rather than a derivative-based position.

The structure lists Cevian Capital II Master Fund L.P. with 11.868271% and Cevian Capital II Co-Investment - Series P L.P. with 1.188196%. Together they match the disclosed total, signalling a concentrated holder. Future company disclosures may provide more detail on any governance engagement associated with this level of ownership.

Key Figures

Current voting rights percentage: 13.056468% Voting rights held: 110,517,469 voting rights Previous voting rights percentage: 12.235936% +2 more

5 metrics

Current voting rights percentage 13.056468% Resulting situation on date threshold was crossed

Voting rights held 110,517,469 voting rights Resulting situation on date threshold was crossed

Previous voting rights percentage 12.235936% Position of previous notification

Master Fund holding 11.868271% Cevian Capital II Master Fund L.P. voting rights

Co-Investment holding 1.188196% Cevian Capital II Co-Investment - Series P L.P. voting rights

Key Terms

TR-1, voting rights, financial instruments, proxy voting, +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

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

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

"% 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.

proxy voting regulatory

"In case of proxy voting Name of the proxy holder"

Proxy voting is a process that allows investors to have their voting power on company decisions exercised by someone else if they cannot attend meetings in person. It ensures that their opinions are still represented, similar to authorizing someone else to vote on their behalf at an election. This helps investors influence company actions even when they cannot be physically present.

DTR5.1 regulatory

"Number of direct voting rights (DTR5.1)"

FAQ

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

What major shareholding change does Smith & Nephew (SNN) report in this 6-K?

Smith & Nephew reports that a shareholder group linked to Cevian Capital now holds 110,517,469 voting rights, equal to 13.056468% of total voting rights. This increases their position from a previously disclosed 12.235936% holding in the company.

How many Smith & Nephew (SNN) voting rights are held by the notifying shareholder?

The notifying shareholder group holds 110,517,469 voting rights in Smith & Nephew. This entire position is held through shares, not financial instruments, and represents 13.056468% of the company’s total voting rights as disclosed in the TR-1 notification.

What percentage of Smith & Nephew (SNN) does Cevian-related entities control?

Entities controlled by Cevian Capital II G.P. Limited control 13.056468% of Smith & Nephew’s voting rights. This comprises 11.868271% held via Cevian Capital II Master Fund L.P. and 1.188196% through Cevian Capital II Co-Investment - Series P L.P.

Are financial instruments involved in the reported Smith & Nephew (SNN) holding?

No, the reported Smith & Nephew holding involves only voting rights attached to shares. The sections for financial instruments, including those with similar economic effect, show no positions, confirming the stake is purely equity-based, with 13.056468% voting rights held through shares.

Who is the registered shareholder for the Smith & Nephew (SNN) stake in this filing?

Aurora Nominees Limited, based in London, United Kingdom, is listed as the shareholder in the filing. It acts as the registered holder for the 110,517,469 voting rights in Smith & Nephew that correspond to 13.056468% of the company’s total voting rights.

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

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Accepted by SEC EDGAR 06/26/2026 - 06:15 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

June 26, 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	United Kingdom

5. Date on which the threshold was crossed or reached

23-Jun-2026

6. Date on which Issuer notified

25-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	13.056468	0.000000	13.056468	110517469
Position of previous notification (if applicable)	12.235936	0.000000	12.235936

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	110517469	0.000000	13.056468
Sub Total 8.A	110517469		13.056468%

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.	11.868271		11.868271%
Cevian Capital II G.P. Limited	Cevian Capital II Co-Investment - Series P L.P.	1.188196		1.188196%

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).

12. Date of Completion

25-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 26, 2026	By:	/s/ Helen Barraclough
		Helen Barraclough
		Company Secretary