Caledonia Mining (CMCL) grants 8,244 incentive shares, lifts total to 19.3M

Rhea-AI Filing Summary

Caledonia Mining Corporation Plc is issuing 8,244 new common shares of no par value following the vesting of long-term incentive plan awards under its 2015 Omnibus Equity Incentive Compensation Plan. The shares are being issued to a current and a retired staff member, neither of whom are classified as persons discharging managerial responsibility.

Some of these shares will be held as Zimbabwe depositary receipts, with trading in depositary interests representing the shares expected to commence on or about February 12, 2026. After this issuance, Caledonia will have 19,313,028 common shares in issue and no shares held in treasury, a figure shareholders may use when assessing their percentage interests in the company.

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
Of the Securities Exchange Act of 1934

For the month of February 2026
Commission File Number: 001-38164

CALEDONIA MINING CORPORATION PLC
(Translation of registrant's name into English)

2 Mulcaster Street
St Helier
Jersey JE2 3NJ
(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 ☐

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.

		CALEDONIA MINING CORPORATION PLC
		(Registrant)
Date: February 10, 2026		/s/ JOHN MARK LEARMONTH
		John Mark Learmonth
		CEO and Director

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EXHIBIT INDEX

Exhibit Number		Description
99.1		Press Release dated February 10, 2026

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Exhibit 99.1

 

Caledonia Mining Corporation Plc

(NYSE AMERICAN, AIM and VFEX: CMCL)

Issue of Securities Pursuant to Long Term Incentive Plan Awards

St Helier, February 10, 2026: Caledonia Mining Corporation Plc ("the Company" or "Caledonia") announces that following the vesting of long-term incentive plan awards, which were awarded under the 2015 Omnibus Equity Incentive Compensation Plan of the Company (the "Plan"), a total of 8,244 common shares of no par value in the Company are being issued to a member and a retired member of staff within the Company's group (none of whom are "Persons Discharging Managerial Responsibility" ("PDMRs") within the meaning of the Market Abuse Regulation (EU) No. 596/2014), including in the form of Zimbabwe depositary receipts in respect of such shares, on or about February 12, 2026.  

Application has been made by Caledonia for the admission of depositary interests representing the shares to trading on AIM and it is anticipated that trading in such securities will commence on or about February 12, 2026. 

Following issue of the shares, the Company will have a total number of shares in issue of 19,313,028 common shares of no par value each. Caledonia has no shares in treasury; therefore, this figure may be used by holders of securities in the Company as the denominator for the calculations by which they determine if they are required to notify their interest in, or a change to their interest in, the Company.

Enquiries:

Caledonia Mining Corporation Plc Mark Learmonth Camilla Horsfall	Tel: +44 1534 679 800 Tel: +44 7817 841 793
Cavendish Capital Markets Limited (Nomad and Broker) Adrian Hadden Pearl Kellie	Tel: +44 207 397 1965 Tel: +44 131 220 9775
Camarco, Financial PR (UK) Gordon Poole Elfie Kent	Tel: +44 20 3757 4980
Curate Public Relations (Zimbabwe) Debra Tatenda	Tel: +263 77802131
IH Securities (Private) Limited (VFEX Sponsor - Zimbabwe) Lloyd Mlotshwa	Tel: +263 (242) 745 119/33/39

FAQ

What share issuance did Caledonia Mining (CMCL) announce in this 6-K?

Caledonia Mining is issuing 8,244 new common shares of no par value after long-term incentive plan awards vested. These shares go to a current and a retired staff member under the company’s 2015 Omnibus Equity Incentive Compensation Plan.

Who is receiving the new Caledonia Mining (CMCL) shares from the incentive plan?

The 8,244 new Caledonia Mining shares are being issued to a member and a retired member of staff within the company’s group. The company specifies that none of these recipients are persons discharging managerial responsibility under the Market Abuse Regulation.

How many Caledonia Mining (CMCL) shares will be in issue after this grant?

Following the issue of 8,244 new shares, Caledonia Mining will have 19,313,028 common shares of no par value in issue. The company states it holds no shares in treasury, so this total can be used to calculate ownership percentages.

Will the new Caledonia Mining (CMCL) shares trade as Zimbabwe depositary receipts?

Yes. The company notes that some of the 8,244 shares are represented as Zimbabwe depositary receipts. Application has been made for admission of depositary interests to trading, with trading expected to start on or about February 12, 2026.

Are the recipients of the new CMCL shares considered PDMRs?

No. Caledonia Mining explicitly states that the staff member and retired staff member receiving the 8,244 shares are not persons discharging managerial responsibility. This reflects that the awards are for non-PDMR personnel within the wider group.

Can CMCL investors use the new share count for disclosure calculations?

Yes. Caledonia Mining confirms that after issuing 19,313,028 common shares and holding no treasury shares, this total may be used as the denominator for determining whether investors must notify interests or changes in interests in the company.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 PRESS RELEASE DATED FEBRUARY 10, 2026 7.4 KB