Cevian holds 14.18% stake in Smith & Nephew

In Amendment No. 8 to a Schedule 13D, Cevian Capital II GP Limited reported beneficial ownership of 119,179,419 ordinary shares of Smith & Nephew plc, representing 14.18% of the company’s ordinary shares outstanding as of July 23, 2026.

Accepted by SEC EDGAR 07/27/2026 - 05:00 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

In Amendment No. 8 to a Schedule 13D, Cevian Capital II GP Limited reported beneficial ownership of 119,179,419 ordinary shares of Smith & Nephew plc, representing 14.18% of the company’s ordinary shares outstanding as of July 23, 2026. Cevian has sole voting and sole dispositive power over these shares.

The Cevian Funds acquired these shares for aggregate consideration of approximately USD $1,673,390,427, funded from their general working capital. Purchases were made in British pounds, using a USD/GBP conversion rate of 1.33280 for reporting purposes, with the ownership percentage calculated on 840,515,838 ordinary shares outstanding.

Key Figures

Shares beneficially owned: 119,179,419 ordinary shares Ownership percentage: 14.18 % Shares outstanding: 840,515,838 ordinary shares +2 more

5 metrics

Shares beneficially owned 119,179,419 ordinary shares Beneficially owned by Cevian Capital II GP Limited

Ownership percentage 14.18 % Percent of Smith & Nephew ordinary shares outstanding

Shares outstanding 840,515,838 ordinary shares Outstanding as of July 23, 2026, per issuer’s website

Aggregate consideration USD $1,673,390,427 Total paid for 119,179,419 ordinary shares including commissions

FX conversion rate USD $1.33280 per GBP 1.00 Rate used to convert British pound purchases into U.S. dollars

Key Terms

beneficially owned, sole Voting Power, sole Dispositive Power, general working capital, +1 more

5 terms

beneficially owned financial

"for the aggregate number of Ordinary Shares and percentages of the Ordinary Shares beneficially owned by the Reporting Person"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

sole Voting Power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power 119,179,419.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

sole Dispositive Power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: | 9 | Sole Dispositive Power 119,179,419.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

general working capital financial

"The Cevian Funds funded these purchases out of their general working capital."

Schedule 13D regulatory

"has previously filed a statement on Schedule 13D to report the acquisition"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

FAQ

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

How many Smith & Nephew (SNN) shares does Cevian Capital II GP Limited report owning?

Cevian Capital II GP Limited reports beneficial ownership of 119,179,419 Smith & Nephew ordinary shares. This position is held with sole voting and sole dispositive power for the benefit of the Cevian Funds.

What percentage of Smith & Nephew (SNN) does Cevian’s 119,179,419 shares represent?

The holding represents 14.18% of Smith & Nephew’s ordinary shares. This percentage is based on 840,515,838 ordinary shares outstanding as of July 23, 2026, as disclosed on the issuer’s website.

What is the total cost Cevian paid for its Smith & Nephew (SNN) stake?

Cevian reports paying aggregate consideration of approximately USD $1,673,390,427 for 119,179,419 ordinary shares. This figure includes brokerage commissions and was funded from the Cevian Funds’ general working capital.

How did Cevian fund its investment in Smith & Nephew (SNN)?

The Cevian Funds financed the purchase of 119,179,419 Smith & Nephew ordinary shares from their general working capital. The shares were bought in British pounds, with a USD/GBP rate of 1.33280 used for reporting.

What share count did Cevian use to calculate its 14.18% stake in Smith & Nephew (SNN)?

The 14.18% ownership figure is calculated using 840,515,838 Smith & Nephew ordinary shares outstanding. This outstanding share count is stated as of July 23, 2026, based on information from the issuer’s website.

What powers over Smith & Nephew (SNN) shares does Cevian report in this Schedule 13D/A?

Cevian reports sole voting power and sole dispositive power over all 119,179,419 Smith & Nephew ordinary shares it beneficially owns. No shared voting or shared dispositive power is disclosed.

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

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)

Smith & Nephew plc

(Name of Issuer)

Ordinary shares, par value $0.20 per share

(Title of Class of Securities)

83175M205

(CUSIP Number)

Norma O'Sullivan
Cevian Capital II GP Limited, Whiteley Chambers, Don Street
St. Helier, Y9, JE2 4TR
44 1534 828 514

Ele Klein
McDermott Will & Schulte LLP, 919 Third Avenue
New York, NY, 10022
212-756-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/23/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 83175M205

1

Name of reporting person

Cevian Capital II GP Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

JERSEY

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 119,179,419.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 119,179,419.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

119,179,419.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

14.18 %

14

Type of Reporting Person (See Instructions)

IA, OO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary shares, par value $0.20 per share
(b)	Name of Issuer: Smith & Nephew plc
(c)	Address of Issuer's Principal Executive Offices: BUILDING 5, CROXLEY PARK, HATTERS LANE, WATFORD, HERTFORDSHIRE, UNITED KINGDOM , WD18 8YE.
Item 1 Comment: This Amendment No. 8 ("Amendment No. 8") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission on July 9, 2024 (the "Original Schedule 13D", and the Original Schedule 13D as amended, the "Schedule 13D"), with respect to the Ordinary shares, par value $0.20 per share (the "Ordinary Shares"), of Smith & Nephew plc, a public limited company incorporated under the laws of England and Wales (the "Issuer"). This Amendment No. 8 amends and restates Items 3 and 5(a)-(c) as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 8 have the meanings set forth in the Schedule 13D.
Item 3.	Source and Amount of Funds or Other Consideration
	As of the date hereof, the Reporting Person has purchased for the account of the Cevian Funds an aggregate of 119,179,419 Ordinary Shares for an aggregate consideration (including brokerage commission) of approximately USD $1,673,390,427. The Cevian Funds funded these purchases out of their general working capital. The Ordinary Shares were purchased using British Pounds. For the purposes of this Schedule 13D, a conversion rate of USD $1.33280 for each GBP 1.00 was used.
Item 5.	Interest in Securities of the Issuer
(a)	See rows (11) and (13) of the cover page to this Schedule 13D for the aggregate number of Ordinary Shares and percentages of the Ordinary Shares beneficially owned by the Reporting Person. The percentage reported in this Schedule 13D is calculated based upon 840,515,838 Ordinary Shares outstanding as of July 23, 2026, as disclosed on the Issuer's website on July 24, 2026.
(b)	See rows (7) through (10) of the cover page to this Schedule 13D for the number of Ordinary Shares as to which the Reporting Person has the sole power to vote or direct the vote and sole power to dispose or to direct the disposition.
(c)	The transactions in the Ordinary Shares by the Reporting Person for the benefit of the Cevian Funds since the filing of Amendment No. 7 are set forth in Schedule F, and are incorporated herein by reference.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Cevian Capital II GP Limited

Signature:	/s/ Norma O'Sullivan
Name/Title:	Norma O'Sullivan, Director and Authorized Signatory
Date:	07/27/2026