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Cevian boosts Smith & Nephew (SNN) holding to 11.18% of voting rights

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

Rhea-AI Filing Summary

Smith & Nephew plc reports an updated major shareholding notification from Cevian Capital II G.P. Limited under the UK TR-1 regime. Cevian now holds 11.183442% of Smith & Nephew’s voting rights, representing 95,512,095 voting rights attached to shares.

Within this total, Cevian Capital II Master Fund L.P. accounts for 10.005808% and Cevian Capital II Co-Investment - Series P L.P. accounts for 1.177635%. The aggregate stake has risen from 11.013663%, and the company notes that no new notification threshold has been crossed as a result of this increase.

Positive

  • None.

Negative

  • None.
Aggregate voting-rights percentage 11.183442% Resulting situation when threshold was crossed or reached
Total voting rights held 95,512,095 voting rights Resulting situation when threshold was crossed or reached
Previous aggregate voting-rights percentage 11.013663% Position of previous notification
Master Fund voting-rights percentage 10.005808% Cevian Capital II Master Fund L.P. holding
Co-Investment fund voting-rights percentage 1.177635% Cevian Capital II Co-Investment - Series P L.P. holding
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 Resulting situation on the date on which threshold was crossed or reached"
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.
nominee financial
"The legal owner of the shares is Aurora Nominees Limited (acting as nominee), which holds the shares on behalf of UBS AG"
custodian financial
"Aurora Nominees Limited (acting as nominee), which 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.
general partner financial
"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."
A general partner is the person or firm that runs an investment partnership and legally represents it — they make the day-to-day decisions, choose which assets to buy or sell, and are responsible for the partnership’s obligations. Investors care because the general partner’s judgment, risk-taking and fee and profit-sharing arrangements determine both the potential returns and the level of exposure to losses; think of the GP as the ship’s captain whose skill and honesty shape the voyage’s outcome.
 
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
 
May 19, 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
 
14-May-2026
 
6. Date on which Issuer notified
 
18-May-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
11.183442
 
0.000000
 
11.183442
 
95512095
 
Position of previous notification (if applicable)
11.013663
 
0.000000
 
11.013663
 
 
 
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

95512095

11.183442
Sub Total 8.A
95512095
11.183442%
 
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.
 
10.005808
 
 
10.005808%
 
Cevian Capital II G.P. Limited
 
Cevian Capital II Co-Investment - Series P L.P.
 
1.177635
 
 
1.177635%
 
 
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).
 
This notification is made for transparency purposes. Since Cevian Capital II G.P. Limited's notification dated 13 May 2026, the percentage of voting rights held via Cevian Capital II Master Fund L.P. has increased to 10.005808% (previously notified percentage: 9.836028%). The percentage of voting rights held via Cevian Capital II Co-Investment - Series P L.P. remains the same as disclosed in the notification dated 13 May 2026 (previously notified percentage: 1.177635%).
 
As a result of this increase, Cevian Capital II G.P. Limited's aggregate holding is now 11.183442% (previ-ously notified percentage: 11.013663%). Cevian Capital II G.P. Limited has not crossed a new notification threshold as a result of this increase.
 
12. Date of Completion
 
18-May-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: May 19, 2026
By:
/s/ Helen Barraclough
 
 
Helen Barraclough
 
 
Company Secretary

FAQ

What does Smith & Nephew (SNN) disclose in this Form 6-K?

Smith & Nephew discloses an updated TR-1 major shareholding notification from Cevian Capital II G.P. Limited. It details Cevian’s current voting-rights percentage, the number of voting rights held, and how these holdings are split between its two limited partnerships.

What is Cevian Capital’s current stake in Smith & Nephew (SNN)?

Cevian Capital II G.P. Limited now holds 11.183442% of Smith & Nephew’s voting rights, corresponding to 95,512,095 voting rights attached to shares. This represents Cevian’s aggregate position across its related funds as reported in the TR-1 notification.

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

Cevian’s aggregate holding increased from 11.013663% to 11.183442% of Smith & Nephew’s voting rights. The increase comes from Cevian Capital II Master Fund L.P., whose stake rose to 10.005808%, while the Co-Investment fund’s percentage remains unchanged.

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

Cevian Capital did not cross a new notification threshold with this change. The filing states explicitly that although Cevian’s aggregate holding has risen to 11.183442%, this increase does not trigger any new reportable threshold under the applicable disclosure rules.

How are Cevian’s Smith & Nephew (SNN) holdings structured between its funds?

Cevian Capital II Master Fund L.P. holds 10.005808% of Smith & Nephew’s voting rights, and Cevian Capital II Co-Investment - Series P L.P. holds 1.177635%. Cevian Capital II G.P. Limited acts as general partner to both funds, combining to an 11.183442% aggregate stake.