Cevian lifts Smith & Nephew (NYSE: SNN) holding to 11.013663% of votes

Rhea-AI Filing Summary

Smith & Nephew plc reports that investment entities linked to Cevian Capital have crossed a major shareholding threshold. Cevian-controlled funds now hold 94,062,095 voting rights in Smith & Nephew, representing 11.013663% of voting rights attached to shares.

The previous notified position was 10.094356% of voting rights, so this filing records a higher level of ownership. The stake is held through Cevian Capital II Master Fund L.P. with 9.836028% and Cevian Capital II Co-Investment - Series P L.P. with 1.177635%, both ultimately controlled by Cevian Capital II G.P. Limited.

Insights

Equity ownership analyst

Cevian-linked funds now hold just over 11% of Smith & Nephew’s voting rights.

The notification shows Cevian Capital II G.P. Limited, through two funds, holds 94,062,095 voting rights, equal to 11.013663% of Smith & Nephew’s voting rights attached to shares. This exceeds the 10% level often seen as a significant ownership threshold.

The prior disclosed position was 10.094356%, so the filing documents an increased stake. The holding is entirely via shares, with no additional voting rights from financial instruments reported. Future company filings may provide more context on any governance or strategic implications of this larger concentrated holding.

Key Figures

Current voting rights percentage: 11.013663% Voting rights held: 94,062,095 voting rights Previous voting rights percentage: 10.094356% +2 more

5 metrics

Current voting rights percentage 11.013663% Resulting situation when threshold was crossed

Voting rights held 94,062,095 voting rights Total number of voting rights held in issuer

Previous voting rights percentage 10.094356% Position of previous notification

Master Fund percentage 9.836028% Cevian Capital II Master Fund L.P. voting rights

Co-Investment Fund percentage 1.177635% Cevian Capital II Co-Investment - Series P L.P. voting rights

Key Terms

TR-1, voting rights attached to shares, financial instruments, proxy voting, +1 more

5 terms

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 attached to shares financial

"% of voting rights attached to shares (total of 8.A)"

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.

proxy voting regulatory

"10. In case of proxy voting Name of the proxy holder"

Proxy voting is a process that allows investors to have their voting power on company decisions exercised by someone else if they cannot attend meetings in person. It ensures that their opinions are still represented, similar to authorizing someone else to vote on their behalf at an election. This helps investors influence company actions even when they cannot be physically present.

DTR5.1 regulatory

"Number of direct voting rights (DTR5.1)"

Form 6-K: How Foreign Companies Report to the SEC →

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 14, 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	England

5. Date on which the threshold was crossed or reached

11-May-2026

6. Date on which Issuer notified

13-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	11.013663	0.000000	11.013663	94062095
Position of previous notification (if applicable)	10.094356	0.000000	10.094356

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		94062095		11.013663
Sub Total 8.A	94062095		11.013663%

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.	9.836028		9.836028%
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).

12. Date of Completion

13-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 14, 2026	By:	/s/ Helen Barraclough
		Helen Barraclough
		Company Secretary

FAQ

What stake does Cevian now hold in Smith & Nephew (SNN)?

Cevian-linked funds now hold 94,062,095 voting rights in Smith & Nephew, representing 11.013663% of voting rights attached to shares. This makes them a major shareholder with a significant influence level under standard UK disclosure rules.

How did Cevian’s percentage holding in Smith & Nephew (SNN) change?

Cevian’s notified holding increased from 10.094356% of voting rights to 11.013663%. The Form 6-K records that the higher threshold was crossed, indicating additional share accumulation since the previous notification of major holdings.

Through which entities does Cevian hold Smith & Nephew (SNN) shares?

The holding is structured via Cevian Capital II Master Fund L.P. and Cevian Capital II Co-Investment - Series P L.P., both controlled by Cevian Capital II G.P. Limited. These entities together account for the total 11.013663% voting rights position disclosed.

What are the individual fund percentages in Smith & Nephew (SNN)?

Cevian Capital II Master Fund L.P. holds 9.836028% of Smith & Nephew’s voting rights, while Cevian Capital II Co-Investment - Series P L.P. holds 1.177635%. Combined, these positions total 11.013663% of voting rights attached to shares.

Does Cevian use financial instruments for its Smith & Nephew (SNN) stake?

The notification shows 0.000000% of voting rights held through financial instruments. All 11.013663% of Cevian’s reported interest in Smith & Nephew comes from voting rights attached to shares, with no additional derivative-based exposure disclosed.

What triggered this major holdings disclosure for Smith & Nephew (SNN)?

The disclosure was triggered when Cevian’s total voting rights in Smith & Nephew reached 11.013663%. Crossing or reaching specified percentage thresholds requires a standard TR-1 notification of major holdings, which is then reported via this Form 6-K.