Cevian holds 10.71% of Smith & Nephew (NYSE: SNN) after $1.29B buy

Rhea-AI Filing Summary

Cevian Capital II GP Limited filed Amendment No. 5 to its Schedule 13D, disclosing a significant stake in Smith & Nephew plc. The reporting person beneficially owns 91,462,095 ordinary shares, representing 10.71% of the outstanding ordinary shares based on 854,049,145 shares outstanding as of April 30, 2026.

Cevian has sole voting and sole dispositive power over all reported shares, held for the benefit of Cevian funds. The filing states that these shares were acquired for approximately USD $1,286,286,786, funded from the Cevian funds’ general working capital, with purchases made in British pounds using a USD/GBP rate of 1.36225.

Insights

Activist and ownership-structure analyst

Cevian now holds a disclosed 10.71% stake in Smith & Nephew.

Cevian Capital II GP Limited reports beneficial ownership of 91,462,095 Smith & Nephew ordinary shares, or 10.71% of the class, based on 854,049,145 shares outstanding as of April 30, 2026. All of these shares are held for Cevian funds with sole voting and dispositive power.

The filing notes total consideration of about USD $1,286,286,786, funded from the funds’ general working capital, with purchases executed in British pounds using a USD $1.36225 per GBP 1.00 conversion rate. This level of ownership indicates a large, concentrated position but does not itself describe any specific strategic intentions in the provided excerpt.

Key Figures

Beneficial ownership: 91,462,095 shares Ownership percentage: 10.71% Aggregate consideration: USD $1,286,286,786 +4 more

7 metrics

Beneficial ownership 91,462,095 shares Ordinary shares of Smith & Nephew beneficially owned by Cevian

Ownership percentage 10.71% Portion of Smith & Nephew ordinary shares outstanding

Aggregate consideration USD $1,286,286,786 Total paid for 91,462,095 ordinary shares, including commissions

USD/GBP conversion rate USD $1.36225 per GBP 1.00 Rate used to translate purchase amounts to U.S. dollars

Shares outstanding baseline 854,049,145 shares Smith & Nephew ordinary shares outstanding as of April 30, 2026

Sole voting power 91,462,095 shares Shares over which Cevian has sole voting power

Sole dispositive power 91,462,095 shares Shares over which Cevian has sole dispositive power

Key Terms

beneficially owned, sole voting power, sole dispositive power, aggregate consideration, +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 financial

"Number of Shares Beneficially Owned by Each Reporting Person With: 7 Sole Voting Power 91,462,095.00"

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

"9 Sole Dispositive Power 91,462,095.00"

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.

aggregate consideration financial

"an aggregate of 91,462,095 Ordinary Shares for an aggregate consideration (including brokerage commission) of approximately USD $1,286,286,786"

Report of Foreign Private Issuer regulatory

"reported to be outstanding as of April 30, 2026, in the Issuer's Report of Foreign Private Issuer on Form 6-K"

A report of a foreign private issuer is a formal filing that a non‑U.S. company makes to U.S. regulators to share important business, financial, or governance information with American investors. Think of it as a regular update or press packet that keeps investors informed about events that could change a company’s value—like earnings, management changes, contracts, or regulatory developments—so investors can make timely, informed decisions.

Schedule 13D regulatory

"amends and supplements the statement on filed with the Securities and Exchange Commission on July 9, 2024"

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.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

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)

04/30/2026

(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 91,462,095.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 91,462,095.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

91,462,095.00

12

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

13

Percent of class represented by amount in Row (11)

10.71 %

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. 5 ("Amendment No. 5") 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. 5 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. 5 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 91,462,095 Ordinary Shares for an aggregate consideration (including brokerage commission) of approximately USD $1,286,286,786. 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 $1.36225 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 854,049,145 Ordinary Shares reported to be outstanding as of April 30, 2026, in the Issuer's Report of Foreign Private Issuer on Form 6-K filed with the Securities and Exchange Commission on May 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. 4 are set forth in Schedule C, 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:	05/04/2026

FAQ

How large is Cevian Capital II GP Limited’s stake in Smith & Nephew (SNN)?

Cevian Capital II GP Limited reports beneficial ownership of 91,462,095 Smith & Nephew ordinary shares. This represents 10.71% of the company’s outstanding ordinary shares, calculated using 854,049,145 shares reported outstanding as of April 30, 2026 in a Form 6-K filing.

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

The filing states that Cevian funds bought their Smith & Nephew ordinary shares for approximately USD $1,286,286,786, including brokerage commissions. These purchases were funded from the Cevian funds’ general working capital and executed in British pounds, then translated using a specified USD/GBP exchange rate.

What voting and dispositive power does Cevian have over Smith & Nephew (SNN) shares?

Cevian Capital II GP Limited reports sole voting power and sole dispositive power over 91,462,095 ordinary shares of Smith & Nephew. The filing shows zero shared voting or shared dispositive power, meaning decisions on voting and sale of these shares rest solely with the reporting person for the Cevian funds.

On what share count is Cevian’s 10.71% ownership in Smith & Nephew (SNN) based?

The reported 10.71% ownership is calculated using 854,049,145 Smith & Nephew ordinary shares outstanding as of April 30, 2026. That outstanding share figure comes from the company’s Report of Foreign Private Issuer on Form 6-K filed with the SEC on May 1, 2026.

How were currency conversions handled for Cevian’s Smith & Nephew (SNN) investment?

The filing explains that Smith & Nephew ordinary shares were purchased in British pounds, but amounts are presented in U.S. dollars. For this purpose, Cevian used a conversion rate of USD $1.36225 for each GBP 1.00 when calculating the aggregate purchase consideration disclosed.