[SCHEDULE 13D/A] SMITH & NEPHEW PLC Amended Major Shareholder Report

Rhea-AI Filing Summary

Cevian Capital II GP Limited has updated its ownership disclosure for Smith & Nephew plc, reporting beneficial ownership of 101,046,788 ordinary shares. This represents 11.88% of the company’s ordinary shares, based on 850,209,708 shares outstanding as of May 31, 2026.

The shares were acquired for approximately USD $1,415,913,326, funded from the Cevian funds’ general working capital and purchased in British pounds using a conversion rate of USD $1.34725 per GBP 1.00. Cevian reports sole voting and sole dispositive power over all of these shares.

Insights

Equity ownership & governance analyst

Large institutional holder reports 11.88% stake with sole control rights.

Cevian Capital II GP Limited reports beneficial ownership of 101,046,788 ordinary shares of Smith & Nephew plc, equal to 11.88% of shares outstanding as of May 31, 2026. The filing states sole voting and sole dispositive power over this entire position.

The aggregate purchase cost of about USD $1,415,913,326 indicates a substantial, long-term capital commitment funded from the Cevian funds’ general working capital. The use of a defined FX rate of USD $1.34725 per GBP 1.00 standardizes the reported consideration.

A stake above 10% can be influential in shareholder decisions, depending on how it is used, but this amendment mainly updates ownership levels and related disclosure. Future company communications and regulatory filings would clarify any changes in strategy, if they occur.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

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)

06/01/2026

(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 LTD

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 101,046,788.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 101,046,788.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

101,046,788.00

12

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

13

Percent of class represented by amount in Row (11)

11.88 %

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. 6 ("Amendment No. 6") 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. 6 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. 6 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 101,046,788 Ordinary Shares for an aggregate consideration (including brokerage commission) of approximately USD $1,415,913,326. 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 $1.34725 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 850,209,708 Ordinary Shares reported to be outstanding as of May 31, 2026, in the Issuer's Report of Foreign Private Issuer on Form 6-K filed with the Securities and Exchange Commission on June 1, 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. 5 are set forth in Schedule D, 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 LTD

Signature:	/s/ Mark Caterer
Name/Title:	Mark Caterer, Authorized Signatory
Date:	06/03/2026