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 19,
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
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GB0009223206
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Issuer Name
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SMITH & NEPHEW PLC
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UK or Non-UK Issuer
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UK
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2. Reason for Notification
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An acquisition or disposal of voting rights
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3. Details of person subject to the notification
obligation
Name
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Cevian Capital II GP Limited
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City of registered office (if applicable)
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`St Helier
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Country of registered office (if applicable)
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Jersey
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4. Details of the shareholder
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Name
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City
of registered office
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Country
of registered office
|
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Aurora
Nominees Limited
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London
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United
Kingdom
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5. Date on which the threshold was crossed or reached
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14-May-2026
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6. Date on which Issuer notified
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18-May-2026
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7. Total positions of person(s) subject to the notification
obligation
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% of voting rights attached to shares (total of 8.A)
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% of voting rights through financial instruments (total of 8.B 1 +
8.B 2)
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Total of both in % (8.A + 8.B)
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Total number of voting rights held in issuer
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Resulting
situation on the date on which threshold was crossed or
reached
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11.183442
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0.000000
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11.183442
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95512095
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Position
of previous notification (if applicable)
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11.013663
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0.000000
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11.013663
|
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8. Notified details of the resulting situation on the date on which
the threshold was crossed or reached
8A. Voting rights attached to shares
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Class/Type of shares ISIN code(if possible)
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Number of direct voting rights (DTR5.1)
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Number of indirect voting rights (DTR5.2.1)
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% of direct voting rights (DTR5.1)
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% of indirect voting rights (DTR5.2.1)
|
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GB0009223206
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95512095
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11.183442
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Sub
Total 8.A
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95512095
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11.183442%
|
||
8B1. Financial Instruments according to (DTR5.3.1R.(1)
(a))
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Type of financial instrument
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Expiration date
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Exercise/conversion period
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Number of voting rights that may be acquired if the instrument is
exercised/converted
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% of voting rights
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|
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|
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Sub
Total 8.B1
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|
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8B2. Financial Instruments with similar economic effect according
to (DTR5.3.1R.(1) (b))
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Type of financial instrument
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Expiration date
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Exercise/conversion period
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Physical or cash settlement
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Number of voting rights
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% of voting rights
|
|
|
|
|
|
|
|
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Sub
Total 8.B2
|
|
|
|
||
9. Information in relation to the person subject to the
notification obligation
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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
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Name of controlled undertaking
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% of voting rights if it equals or is higher than the notifiable
threshold
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% of voting rights through financial instruments if it equals or is
higher than the notifiable threshold
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Total of both if it equals or is higher than the notifiable
threshold
|
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Cevian
Capital II G.P. Limited
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Cevian
Capital II Master Fund L.P.
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10.005808
|
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10.005808%
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Cevian
Capital II G.P. Limited
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Cevian
Capital II Co-Investment - Series P L.P.
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1.177635
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1.177635%
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10. In case of proxy voting
Name of the proxy holder
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The number and % of voting rights held
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The date until which the voting rights will be held
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11. Additional Information
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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).
|
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This notification is made for transparency purposes. Since Cevian
Capital II G.P. Limited's notification dated 13 May 2026, the
percentage of voting rights held via Cevian Capital II Master Fund
L.P. has increased to 10.005808% (previously notified percentage:
9.836028%). The percentage of voting rights held via Cevian Capital
II Co-Investment - Series P L.P. remains the same as disclosed in
the notification dated 13 May 2026 (previously notified percentage:
1.177635%).
|
|
As a result of this increase, Cevian Capital II G.P. Limited's
aggregate holding is now 11.183442% (previ-ously notified
percentage: 11.013663%). Cevian Capital II G.P. Limited has not
crossed a new notification threshold as a result of this
increase.
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12. Date of Completion
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18-May-2026
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13. Place Of Completion
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Jersey
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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.
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Smith & Nephew plc
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(Registrant)
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Date:
May 19, 2026
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By:
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/s/
Helen Barraclough
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Helen
Barraclough
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Company
Secretary
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