STOCK TITAN

Cevian Capital lifts Smith & Nephew (SNN) voting stake to 13.206621% via TR-1

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Smith & Nephew plc reports a TR-1 notification of major holdings showing that an investor group linked to Cevian Capital has increased its position in the company.

The total holding now represents 13.206621% of voting rights, equal to 111,788,454 voting rights, up from a previously notified level of 13.056468%. All voting rights are attached directly to shares, with no additional exposure through financial instruments. The holding is split between Cevian Capital II Master Fund L.P. at 12.018425% and Cevian Capital II Co-Investment - Series P L.P. at 1.188196%, both controlled by Cevian Capital II G.P. Limited.

Positive

  • None.

Negative

  • None.
Total voting rights held 111,788,454 voting rights Resulting situation when threshold was crossed or reached
Total voting rights percentage 13.206621% Resulting situation when threshold was crossed or reached
Previous voting rights percentage 13.056468% Position of previous notification
Master Fund voting rights percentage 12.018425% Cevian Capital II Master Fund L.P.
Co-Investment Fund voting rights percentage 1.188196% Cevian Capital II Co-Investment - Series P L.P.
Voting rights through financial instruments 0.000000% Total voting rights through financial instruments
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.
major holdings regulatory
"TR-1: Standard form for notification of major holdings"
Major holdings are the largest assets—such as specific stocks, bonds, cash positions, or other investments—that make up a significant share of a fund’s or investor’s portfolio. They matter because these big positions largely determine performance and risk; like the star players on a team, they can swing returns and reveal whether an investment is heavily concentrated in a particular company, industry, or strategy.
voting rights financial
"Total number of voting rights held in issuer Resulting situation on the date"
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.
ultimate controlling person regulatory
"Ultimate controlling person | Name of controlled undertaking"
proxy voting regulatory
"10. 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.
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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 30, 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
 
25-Jun-2026
 
6. Date on which Issuer notified
 
29-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
13.206621
 
0.000000
 
13.206621
 
111788454
 
Position of previous notification (if applicable)
 
13.056468
 
0.000000
 
13.056468
 
 
 
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
 
 
111788454
 
 
13.206621
 
Sub Total 8.A
 
111788454 
 
13.206621%
 
 
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.
 
12.018425
 
 
12.018425%
 
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).
 
This notification is made for transparency purposes. Since Cevian Capital II G.P. Limited's notification dated 25 June 2026, the percentage of voting rights held via Cevian Capital II Master Fund L.P. has increased to 12.018425% (previously notified percentage: 11.868271%). The percentage of voting rights held via Cevian Capital II Co-Investment - Series P L.P. is 1.188196% (the same as previously notified).
 
As a result of this increase, Cevian Capital II G.P. Limited's aggregate holding is now 13.206621% (previ-ously notified percentage: 13.056468%). Cevian Capital II G.P. Limited has not crossed a new notification threshold as a result of this increase.
 
12. Date of Completion
 
29-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 30, 2026
By:
/s/ Helen Barraclough
 
 
Helen Barraclough
 
 
Company Secretary

 
 
 
 

FAQ

What major shareholding change in Smith & Nephew (SNN) is disclosed?

The filing shows a major shareholder group linked to Cevian Capital now holds 13.206621% of Smith & Nephew’s voting rights, equal to 111,788,454 voting rights attached directly to shares, slightly above the previously notified 13.056468% level.

Who is the main controlling investor in Smith & Nephew (SNN) in this notice?

Cevian Capital II G.P. Limited is identified as the ultimate controlling person. It controls Cevian Capital II Master Fund L.P. and Cevian Capital II Co-Investment - Series P L.P., which together hold 13.206621% of Smith & Nephew’s voting rights under this TR-1 notification.

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

The notifying holder controls 111,788,454 voting rights in Smith & Nephew. This entire amount is attached directly to shares, representing 13.206621% of the company’s voting rights as reported in the TR-1 major holdings disclosure.

How is the Cevian holding in Smith & Nephew (SNN) split between its funds?

Cevian Capital II Master Fund L.P. holds 12.018425% of Smith & Nephew’s voting rights, while Cevian Capital II Co-Investment - Series P L.P. holds 1.188196%. Together, these controlled undertakings account for 13.206621% of the company’s voting rights.

Does the Smith & Nephew (SNN) TR-1 notice include financial instruments exposure?

The TR-1 notification indicates 0.000000% of voting rights through financial instruments. All 13.206621% of Smith & Nephew’s voting rights held by the notifying shareholder group are attached directly to shares, with no additional derivative-based voting exposure reported.