Cevian holds 9.6% of Smith & Nephew (NYSE: SNN) shares

Rhea-AI Filing Summary

Cevian Capital II GP LTD filed Amendment No. 4 to its Schedule 13D on Smith & Nephew plc, reporting beneficial ownership of 81,687,136 ordinary shares, equal to 9.6% of the outstanding shares. Cevian has sole voting and dispositive power over this entire stake.

Cevian states it bought these shares for the Cevian funds for total consideration of about USD $1,095,708,998, funding the purchases from the funds’ general working capital and paying in British pounds, using an exchange rate of USD $1.32385 per GBP 1.00. The 9.6% figure is based on 849,889,305 ordinary shares outstanding as of February 28, 2026, as reported by the issuer on Form 6-K filed on March 2, 2026.

Insights

Equity ownership and activism analyst

Cevian discloses a sizable 9.6% stake in Smith & Nephew.

Cevian Capital II GP LTD reports beneficial ownership of 81,687,136 Smith & Nephew ordinary shares, representing 9.6% of the company. All of these shares are under Cevian’s sole voting and dispositive control, indicating a consolidated position rather than fragmented holdings.

The filing shows that Cevian funds spent roughly USD $1,095,708,998 to build the stake, funded from their general working capital and executed in British pounds at USD $1.32385 per GBP. The ownership percentage is calculated against 849,889,305 shares outstanding as of February 28, 2026, tying the stake directly to the company’s reported share count.

This amendment primarily updates ownership and funding details and references recent trading activity in Schedule B. It does not itself specify strategic intentions, so any implications for Smith & Nephew will depend on future disclosures or actions associated with this 9.6% holding.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

Smith & Nephew plc

(Name of Issuer)

Ordinary shares, par value $0.20 per share

(Title of Class of Securities)

(CUSIP Number)

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

Ele Klein & Adriana Schwartz
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)

03/12/2026

(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 No.

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 81,687,136.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 81,687,136.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

81,687,136.00

12

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

13

Percent of class represented by amount in Row (11)

9.6 %

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. 4 ("Amendment No. 4") 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. 4 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. 4 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 81,687,136 Ordinary Shares for an aggregate consideration (including brokerage commission) of approximately USD $1,095,708,998. 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 $1.32385 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 849,889,305 Ordinary Shares reported to be outstanding as of February 28, 2026, in the Issuer's Report of Foreign Private Issuer on Form 6-K filed with the Securities and Exchange Commission on March 2, 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 within the past sixty (60) days are set forth in Schedule B, 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/ Norma O'Sullivan
Name/Title:	Norma O'Sullivan, Director
Date:	03/16/2026

FAQ

How much of Smith & Nephew (SNN) does Cevian Capital now own?

Cevian Capital II GP LTD reports beneficial ownership of 81,687,136 Smith & Nephew ordinary shares, representing 9.6% of the outstanding shares. The percentage is based on 849,889,305 shares reported outstanding as of February 28, 2026 in a Form 6-K.

What did Cevian Capital pay for its Smith & Nephew (SNN) stake?

Cevian states its funds purchased 81,687,136 ordinary shares for total consideration of about USD $1,095,708,998, including brokerage commissions. The purchases were made in British pounds, using an exchange rate of USD $1.32385 per GBP 1.00 for reporting purposes.

How is Cevian’s ownership percentage in Smith & Nephew (SNN) calculated?

The reported 9.6% ownership is based on 849,889,305 ordinary shares outstanding as of February 28, 2026. That share count comes from Smith & Nephew’s Report of Foreign Private Issuer on Form 6-K filed with the SEC on March 2, 2026.

What voting and disposal rights does Cevian have over its Smith & Nephew (SNN) shares?

Cevian Capital II GP LTD reports sole voting power and sole dispositive power over all 81,687,136 ordinary shares. It reports no shared voting or shared dispositive power, meaning decisions over voting and selling these shares rest solely with Cevian for this stake.

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

Cevian explains that its funds acquired the 81,687,136 ordinary shares using their general working capital. The shares were purchased in British pounds, and for reporting they used an exchange rate of USD $1.32385 per GBP 1.00 to state the approximate dollar cost.

What does Amendment No. 4 to Cevian’s Schedule 13D on Smith & Nephew cover?

Amendment No. 4 updates and restates Items 3 and 5(a)-(c) of Cevian’s prior Schedule 13D. It details the source and amount of funds, the 81,687,136 shares beneficially owned, the 9.6% stake, and recent share transactions referenced in Schedule B.