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BlackRock adjusts 6.15% holding in Caledonia Mining (CMCL) after threshold change

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Form Type
6-K

Rhea-AI Filing Summary

Caledonia Mining Corporation Plc reports that institutional investor BlackRock, Inc. has notified a relevant change in its holding of Caledonia’s shares. As of July 7, 2026, BlackRock holds a total of 6.15% of Caledonia’s voting rights, combining shares and financial instruments.

This position includes 4.96% of voting rights attached to ordinary shares, and an additional 1.18% held through financial instruments such as securities lending and contracts for difference. BlackRock’s total voting interest is reported as 1,189,231 voting rights. The notification reflects a small change from a previous total of 6.14%.

Positive

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Total voting rights held 1,189,231 voting rights BlackRock’s total position in Caledonia as of 07/07/2026
Total voting rights percentage 6.15% BlackRock’s combined holding in Caledonia on threshold date
Voting rights attached to shares 4.96% Direct voting rights through Caledonia ordinary shares
Voting rights via financial instruments 1.18% Voting exposure through securities lending and CFDs
Securities lending voting rights 162,115 voting rights (0.83%) Financial instruments according to DTR5.3.1R (1)(a)
CFD voting rights 67,313 voting rights (0.34%) Cash-settled contracts for difference exposure
Previous total holding 6.14% BlackRock’s previously notified total voting rights in Caledonia
Previous share-based voting rights 5.20% Voting rights attached to shares in earlier notification
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 financial
"% of voting rights attached to shares (total of 8. A)"
Voting rights are the ability of shareholders to have a say in important company decisions, like choosing leaders or approving big changes. They matter because they give owners a voice in how the company is run, similar to how voters influence elections, ensuring the company acts in shareholders’ interests.
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.
Securities Lending financial
"Type of financial instrument | Expiration date x | ... Securities Lending"
Securities lending is when an owner of stocks or bonds temporarily loans them to another party, usually so the borrower can sell them short or meet settlement needs; the lender receives a fee and typically some form of security in return. Investors should care because lending can generate extra income on holdings and affects market liquidity and short-selling activity, much like renting out a spare room brings income while someone else uses the space.
CFD financial
"Type of financial instrument ... CFD | N/A | N/A | Cash"
A CFD (contract for difference) is a financial agreement that lets an investor profit from the change in an asset’s price without actually owning that asset — like betting on a car’s value rising or falling without buying the car. It matters because CFDs use leverage, which can amplify gains and losses and allow easy access to different markets, so they change an investor’s potential return and risk profile and can lead to rapid losses if prices move unfavorably.
non-UK issuer regulatory
"Please indicate if the issuer is a non-UK issuer"
A non-UK issuer is a company or other entity that issues securities but is based, incorporated, or primarily regulated outside the United Kingdom. For investors, this matters because such issuers often follow different reporting rules, legal protections and market practices than UK-based issuers, so buying their securities can be like shopping in a different country: you may face different information, oversight, tax treatment and claim rights if things go wrong.
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FAQ

What change did BlackRock report in its holding of Caledonia Mining (CMCL)?
BlackRock reported a small change in its stake in Caledonia Mining, moving to a total of 6.15% of voting rights. This compares with a previous reported position of 6.14%, indicating a marginal adjustment in its overall interest.

How many Caledonia Mining (CMCL) voting rights does BlackRock now hold?
BlackRock now holds 1,189,231 voting rights in Caledonia Mining. This total combines voting rights attached directly to ordinary shares and those held through financial instruments such as securities lending arrangements and contracts for difference.

What portion of BlackRock’s CMCL interest is in ordinary shares versus derivatives?
BlackRock’s reported position includes 4.96% of Caledonia’s voting rights attached to ordinary shares and 1.18% through financial instruments. These instruments include securities lending positions and cash-settled contracts for difference linked to Caledonia’s shares.

Why did Caledonia Mining (CMCL) publish this BlackRock holding notice?
Caledonia published the notice because BlackRock crossed a disclosure threshold for a relevant change in holdings under the AIM Rules. When such thresholds are crossed, major shareholders must notify the issuer, which then communicates the updated position to the market.

What specific financial instruments does BlackRock use for its CMCL exposure?
BlackRock’s financial instruments exposure to Caledonia Mining includes securities lending covering 162,115 voting rights and cash-settled contracts for difference (CFDs) linked to 67,313 voting rights. Together, these instruments represent part of its total 6.15% interest.

When were BlackRock’s CMCL threshold crossing and notification dated?
BlackRock’s threshold crossing in Caledonia Mining occurred on July 7, 2026. Caledonia received the formal notification from BlackRock on July 8, 2026, and then released the information publicly through a regulatory announcement and accompanying Form 6-K.
 

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 July 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: July 9, 2026     /s/ JOHN MARK LEARMONTH    
  John Mark Learmonth
  CEO and Director
  

 

 

 

 

 

 

 2 

 

 

EXHIBIT INDEX

Exhibit Number Description
  
99.1 Press Release dated July 9, 2026

 

 

 

 

 

 3 

Exhibit 99.1

 

 

 

Caledonia Mining Corporation Plc

 

Notification of relevant change to significant shareholder

 

(NYSE AMERICAN: CMCL; AIM: CMCL; VFEX: CMCL)

 

July 9, 2026: Caledonia Mining Corporation Plc ("Caledonia" or "the Company") announces that it received notification on July 8, 2026 from BlackRock, Inc. that on July 7, 2026 it had crossed a threshold for notification of a relevant change (as defined by the AIM Rules for Companies).

 

A copy of the notification is below.

 

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

George Lawson

 

 

Tel: +44 207 397 1965

Tel: +44 131 220 9775

Camarco, Financial PR (UK)

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

 

 

 

 

 

 1 

 

 

TR-1: Standard form for notification of major holdings

 

NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible) i
 
1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii: CALEDONIA MINING CORPORATION PLC
1b. Please indicate if the issuer is a non-UK issuer  (please mark with an “X” if appropriate)
Non-UK issuer X
2. Reason for the notification (please mark the appropriate box or boxes with an “X”)
An acquisition or disposal of voting rights X
An acquisition or disposal of financial instruments  
An event changing the breakdown of voting rights  
Other (please specify) iii:  
3. Details of person subject to the notification obligation iv
Name BlackRock, Inc.
City and country of registered office (if applicable) Wilmington, DE, USA
4. Full name of shareholder(s) (if different from 3.) v
Name  
City and country of registered office (if applicable)  
5. Date on which the threshold was crossed or reached vi: 07/07/2026
6. Date on which issuer notified (DD/MM/YYYY): 08/07/2026
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 (8.A + 8.B) vii
Resulting situation on the date on which threshold was crossed or reached 4.96% 1.18% 6.15% 1,189,231

Position of previous notification (if

applicable)

 5.20% 0.94% 6.14%  
             

 

 

 

 2 

 

 


8. Notified details of the resulting situation on the date on which the threshold was crossed or reached viii
A: Voting rights attached to shares

Class/type of
shares

ISIN code (if possible)

 Number of voting rights ix % of voting rights

Direct

(DTR5.1)

Indirect

(DTR5.2.1)

Direct

(DTR5.1)

Indirect

(DTR5.2.1)

JE00BF0XVB15   959,803   4.96%
         
         
SUBTOTAL 8. A 959,803 4.96%

 

B 1: Financial Instruments according to DTR5.3.1R (1) (a)
Type of financial instrument Expiration
date x		 Exercise/
Conversion Period xi

Number of voting rights that may be acquired if the instrument is

exercised/converted.

 % of voting rights
Securities Lending N/A N/A 162,115 0.83%
         
         
    SUBTOTAL 8. B 1 162,115 0.83%

 

B 2: Financial Instruments with similar economic effect according to DTR5.3.1R (1) (b)
Type of financial instrument Expiration
date x		 Exercise/
Conversion Period xi

Physical or cash

Settlement xii

 Number of voting rights % of voting rights
CFD N/A N/A Cash 67,313 0.34%
           
           
      SUBTOTAL 8.B.2 67,313 0.34%
                   

 

 

 3 

 

 

9. Information in relation to the person subject to the notification obligation (please mark the

applicable box with an “X”)

Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer xiii  
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 entity (please add additional rows as necessary) xiv		 X
Name xv % 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
       
BlackRock, Inc.      
BlackRock Saturn Subco, LLC      
BlackRock Finance, Inc.      
Trident Merger, LLC      
BlackRock Investment Management, LLC      
       
BlackRock, Inc.      
BlackRock Saturn Subco, LLC      
BlackRock Finance, Inc.      
BlackRock Holdco 2, Inc.      
BlackRock Financial Management, Inc.      
BlackRock Holdco 4, LLC      
BlackRock Holdco 6, LLC      
BlackRock Delaware Holdings Inc.      
BlackRock Institutional Trust Company, National Association      
         

 

 

 4 

 

 

BlackRock, Inc.      
BlackRock Saturn Subco, LLC      
BlackRock Finance, Inc.      
BlackRock Holdco 2, Inc.      
BlackRock Financial Management, Inc.      
BlackRock Holdco 4, LLC      
BlackRock Holdco 6, LLC      
BlackRock Delaware Holdings Inc.      
BlackRock Fund Advisors 3.420% 0.010% 3.430%
       
BlackRock, Inc.      
BlackRock Saturn Subco, LLC      
BlackRock Finance, Inc.      
BlackRock Holdco 2, Inc.      
BlackRock Financial Management, Inc.      
       
BlackRock, Inc.      
BlackRock Saturn Subco, LLC      
BlackRock Finance, Inc.      
BlackRock Holdco 2, Inc.      
BlackRock Financial Management, Inc.      
BlackRock International Holdings, Inc.      
BlackRock Canada Holdings ULC      
BlackRock Asset Management Canada Limited      
         

 

 

 5 

 

 

BlackRock, Inc.      
BlackRock Saturn Subco, LLC      
BlackRock Finance, Inc.      
BlackRock Holdco 2, Inc.      
BlackRock Financial Management, Inc.      
BlackRock Capital Holdings, Inc.      
BlackRock Advisors, LLC      
       
BlackRock, Inc.      
BlackRock Saturn Subco, LLC      
BlackRock Finance, Inc.      
Trident Merger, LLC      
BlackRock Investment Management, LLC      
Amethyst Intermediate, LLC      
Aperio Holdings, LLC      
Aperio Group, LLC      
         
10. In case of proxy voting, please identify:
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 xvi

BlackRock Regulatory Threshold Reporting Team

Jana Blumenstein

020 7743 3650

         

Place of completion 12 Throgmorton Avenue, London, EC2N 2DL, U.K.
Date of completion 08 July 2026

 

 

 

 6 

Source: View Original Filing on SEC EDGAR

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