Cevian Capital discloses 13.09% stake in Smith & Nephew (SNN)

Rhea-AI Filing Summary

Cevian Capital II GP Limited reports beneficial ownership of 110,804,501 Ordinary Shares of Smith & Nephew plc, representing 13.09% of the company’s outstanding shares. The stake gives Cevian sole voting and dispositive power over these shares.

The shares were acquired for approximately USD $1,533,290,892, funded from the Cevian funds’ general working capital. The ownership percentage is based on 846,457,637 Ordinary Shares outstanding as of June 18, 2026, as disclosed on Smith & Nephew’s website.

Insights

Equity ownership & governance analyst

Cevian discloses a 13.09% sole-control stake in Smith & Nephew.

Cevian Capital II GP Limited discloses beneficial ownership of 110,804,501 Ordinary Shares of Smith & Nephew plc, equal to 13.09% of shares outstanding based on 846,457,637 shares as of June 18, 2026. Cevian has sole voting and dispositive power over this block.

The filing states that the Cevian funds paid approximately USD $1,533,290,892 in aggregate consideration, funded from their general working capital, with purchases made in British pounds using a USD $1 = GBP 1.00 conversion rate for reporting. This reflects a large, concentrated position.

This amendment primarily updates ownership and transaction information and restates Items 3 and 5(a)-(c). Any governance or strategic impact for Smith & Nephew will depend on Cevian’s engagement approach, which is not detailed in this excerpt.

Key Figures

Shares beneficially owned: 110,804,501 shares Ownership percentage: 13.09% Shares outstanding basis: 846,457,637 shares +4 more

7 metrics

Shares beneficially owned 110,804,501 shares Ordinary Shares of Smith & Nephew plc held by Cevian Capital II GP Limited

Ownership percentage 13.09% Portion of Smith & Nephew Ordinary Shares outstanding as of June 18, 2026

Shares outstanding basis 846,457,637 shares Smith & Nephew Ordinary Shares outstanding as of June 18, 2026

Aggregate consideration paid USD $1,533,290,892 Total cost, including commissions, for 110,804,501 Ordinary Shares

Currency conversion rate USD $1 = GBP 1.00 Rate used in the filing for reporting purchases made in British pounds

Sole voting power 110,804,501 shares Shares over which Cevian Capital II GP Limited has sole voting authority

Sole dispositive power 110,804,501 shares Shares over which Cevian Capital II GP Limited has sole power to dispose

Key Terms

beneficially owned, Sole Voting Power, Sole Dispositive Power, general working capital, +2 more

6 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 regulatory

"Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power 110,804,501.00"

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 regulatory

"9 | Sole Dispositive Power 110,804,501.00 10 | Shared Dispositive Power 0.00"

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."

Ordinary Shares financial

"an aggregate of 110,804,501 Ordinary Shares for an aggregate consideration"

Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G 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.

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Available on EDGAR 06/24/2026 - 01:01 PM Accepted by SEC EDGAR 06/24/2026 - 01:00 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)

SMITH & NEPHEW PLC

(Name of Issuer)

Ordinary shares, par value $0.20 per share

(Title of Class of Securities)

83175M205

(CUSIP Number)

Mark Caterer
Cevian Capital II GP Limited, Whiteley Chambers, Don Street
St. Helier, Y9, JE2 4TR
44 1534 828 511

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)

06/22/2026

(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 110,804,501.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 110,804,501.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

110,804,501.00

12

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

13

Percent of class represented by amount in Row (11)

13.09 %

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. 7 ("Amendment No. 7") 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. 7 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. 7 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 110,804,501 Ordinary Shares for an aggregate consideration (including brokerage commission) of approximately USD $1,533,290,892. 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 $1.32015 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 846,457,637 Ordinary Shares outstanding as of June 18, 2026, as disclosed on the Issuer's website on June 19, 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. 6 are set forth in Schedule E, 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/ Mark Caterer
Name/Title:	Mark Caterer, Authorized Signatory
Date:	06/24/2026

FAQ

How many Smith & Nephew (SNN) shares does Cevian Capital now own?

Cevian Capital II GP Limited reports beneficial ownership of 110,804,501 Ordinary Shares of Smith & Nephew. This stake represents 13.09% of the company’s outstanding shares, based on 846,457,637 Ordinary Shares outstanding as of June 18, 2026.

What percentage of Smith & Nephew (SNN) does Cevian’s 13D/A filing represent?

The filing shows Cevian Capital II GP Limited holds 13.09% of Smith & Nephew’s Ordinary Shares. This percentage is calculated using 846,457,637 shares outstanding as of June 18, 2026, as disclosed on Smith & Nephew’s website.

How much has Cevian Capital paid for its Smith & Nephew (SNN) stake?

Cevian’s funds have purchased Smith & Nephew Ordinary Shares for aggregate consideration of about USD $1,533,290,892. The filing notes this includes brokerage commissions and that the shares were bought in British pounds, using a USD $1 = GBP 1.00 conversion rate for reporting.

Does Cevian Capital have control over voting its Smith & Nephew (SNN) shares?

Yes. The filing states Cevian Capital II GP Limited has sole voting power and sole dispositive power over 110,804,501 Smith & Nephew Ordinary Shares. It reports no shared voting or shared dispositive power over these securities.

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

The filing explains that the Cevian funds funded their Smith & Nephew share purchases from general working capital. An aggregate of 110,804,501 Ordinary Shares was acquired for approximately USD $1,533,290,892, with purchases executed in British pounds.

What share count did Cevian use to calculate its 13.09% stake in SNN?

Cevian’s 13.09% ownership percentage is based on 846,457,637 Smith & Nephew Ordinary Shares outstanding. This outstanding share figure is stated as of June 18, 2026 and was disclosed on Smith & Nephew’s website on June 19, 2026.