Cevian-controlled funds now hold 10.1% of Smith & Nephew (NYSE: SNN) voting rights

Rhea-AI Filing Summary

Smith & Nephew reports that funds controlled by Cevian Capital II G.P. Limited now hold 10.094356% of its voting rights, equal to 85,790,848 voting rights. This more than doubles their previously notified position of 5.021046%. The stake is held legally by Aurora Nominees Limited on behalf of UBS AG as custodian.

Positive

• Cevian-controlled funds increase stake above 10%, with 10.094356% of Smith & Nephew’s voting rights (85,790,848 votes), more than doubling their previously notified 5.021046% position and establishing them as a major shareholder.

Negative

• None.

Insights

Equity ownership & governance analyst

Cevian-controlled funds disclosed a doubled stake, now just over 10%.

Funds controlled by Cevian Capital II G.P. Limited now control 10.094356% of Smith & Nephew's voting rights, up from 5.021046%. This includes 8.910957% via Cevian Capital II Master Fund L.P. and 1.183399% via a co-investment vehicle.

The notification shows 85,790,848 voting rights attached to shares and no additional positions via financial instruments. Aurora Nominees Limited is the legal owner, holding the shares on behalf of UBS AG as custodian, which is a common institutional settlement structure.

This move establishes Cevian-controlled funds as a significant shareholder above the 10% threshold, which can increase their influence in governance matters. Any future changes in this holding will appear in subsequent major-holdings notifications under the same disclosure framework.

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

March 24, 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

19-Mar-2026

6. Date on which Issuer notified

23-Mar-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	10.094356	0.000000	10.094356	85790848
Position of previous notification (if applicable)	5.021046	0.000000	5.021046

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		85790848		10.094356
Sub Total 8.A	85790848		10.094356%

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.	8.910957		8.910957%
Cevian Capital II G.P. Limited	Cevian Capital II Co-Investment - Series P L.P.	1.183399		1.183399%

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

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

23-Mar-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: March 24, 2026	By:	/s/ Helen Barraclough
		Helen Barraclough
		Company Secretary

FAQ

What major shareholding change did Smith & Nephew (SNN) disclose?

Smith & Nephew disclosed that funds controlled by Cevian Capital II G.P. Limited now hold 10.094356% of its voting rights, or 85,790,848 voting rights. This more than doubles their previously reported stake of 5.021046%, making them a significant shareholder.

How many Smith & Nephew voting rights are held by Cevian-related funds?

Cevian-related funds hold 85,790,848 Smith & Nephew voting rights, representing 10.094356% of voting rights attached to shares. The position is reported entirely as share-based voting rights, with no additional exposure through derivative or other financial instruments in this notice.

Who is the ultimate controlling person of the new 10.09% Smith & Nephew stake?

The ultimate controlling person is Cevian Capital II G.P. Limited. It acts as general partner for Cevian Capital II Master Fund L.P., holding 8.910957% of voting rights, and Cevian Capital II Co-Investment – Series P L.P., holding 1.183399%, together totaling 10.094356%.

Who is the legal owner of the Smith & Nephew shares held for Cevian funds?

The legal owner is Aurora Nominees Limited, acting as nominee. Aurora holds the Smith & Nephew shares on behalf of UBS AG, which acts as custodian. The economic exposure and voting rights are attributed to Cevian Capital II-controlled funds under the major holdings notification rules.

Did the Smith & Nephew notification include any derivative or financial instrument positions?

No. The notification shows 10.094356% of voting rights attached directly to shares and indicates 0.000000% of voting rights through financial instruments. Sub-totals for sections covering derivatives (8.B1 and 8.B2) are empty in this disclosure.

How did Cevian’s Smith & Nephew holding change compared with the previous notification?

Cevian-controlled funds previously notified a 5.021046% holding in Smith & Nephew. The new notification reports 10.094356%, more than doubling their voting rights position and crossing the 10% major shareholding threshold under the applicable disclosure rules.