Executive LTIP share grants and performance awards at Caledonia Mining (NYSE: CMCL)

Rhea-AI Filing Summary

Caledonia Mining Corporation Plc is issuing 22,051 new common shares under its 2015 Omnibus Equity Incentive Compensation Plan following the vesting of long-term incentive awards. These shares, including depositary interests and Zimbabwe depositary receipts, will be admitted to trading on AIM on or about April 9, 2026.

After this issue, Caledonia will have 19,335,079 common shares in issue. CEO John Mark Learmonth receives 7,134 securities and will hold 223,982 shares (1.16%), while CFO Ross Jerrard receives 2,062 securities. The board has also granted new performance unit awards to senior executives, which may vest in shares in April 2029 based on project and operating performance.

Key Figures

New LTIP shares issued: 22,051 shares Total shares in issue: 19,335,079 shares CEO share award: 7,134 securities at US$22.59 +5 more

8 metrics

New LTIP shares issued 22,051 shares Vesting under 2015 Omnibus Equity Incentive Compensation Plan, April 2026

Total shares in issue 19,335,079 shares After issue of all Securities

CEO share award 7,134 securities at US$22.59 Issue of securities to CEO John Mark Learmonth on April 1, 2026

CEO resulting holding 223,982 shares (1.16%) Resulting interest in Caledonia share capital

CFO share award 2,062 securities at $22.59 Issue of securities to CFO Ross Jerrard on April 1, 2026

CEO performance award value US$504,009 Grant of target performance units as of April 1, 2026

CFO performance award value US$328,000 Grant of target performance units as of April 1, 2026

PU grant price reference US$22.59 per share Fair Market Value used to calculate number of performance units

Key Terms

2015 Omnibus Equity Incentive Compensation Plan, Persons Discharging Managerial Responsibility, Market Abuse Regulation (EU) No. 596/2014, Performance Units, +2 more

6 terms

2015 Omnibus Equity Incentive Compensation Plan financial

"pursuant to the vesting of awards made under the 2015 Omnibus Equity Incentive Compensation Plan of the Company"

Persons Discharging Managerial Responsibility regulatory

"The following “Persons Discharging Managerial Responsibility” within the meaning of the Market Abuse Regulation"

Senior managers and company directors who have authority over business decisions and regular access to confidential information that could affect the share price. Investors watch their share dealings and required disclosures because these people are more likely to know important company news before the public; their buying or selling can signal confidence or raise red flags about potential insider information, much like a coach's moves revealing the team's true condition.

Market Abuse Regulation (EU) No. 596/2014 regulatory

"within the meaning of the Market Abuse Regulation (EU) No. 596/2014"

A European Union law that sets the rules to prevent insider trading and market manipulation in financial markets, much like a referee and traffic signs keep a game fair and roads safe. It requires companies and market participants to disclose key information, keep lists of people with inside knowledge, and report certain trades, while giving authorities powers to investigate and penalize wrongdoing. Investors benefit because these rules help keep prices honest and reduce the risk of being disadvantaged by hidden information.

Performance Units financial

"The Grant is in the form of target Performance Units (“PUs”), as defined in the Plan."

Performance units are company awards that become valuable only if specified business targets are met; they typically convert into shares or cash when performance goals are achieved. Think of them like a conditional bonus that turns into stock only if the company hits agreed milestones, so they align managers’ incentives with shareholders’ interests and can affect future share count, executive pay expense, and investor returns.

Fair Market Value financial

"divided by the “Fair Market Value” (as defined in the Plan) of the Company’s shares"

The price a willing buyer and a willing seller would agree on for an asset or security when neither is under pressure and both have access to the same information. Think of it as the market’s neutral estimate of what something is worth, like the price two neighbors would settle on for a car after comparing similar listings. Investors care because fair market value guides buying and selling decisions, tax reporting, portfolio valuation, and how accurately company assets are reflected in financial statements.

depositary interests financial

"including in the form of depositary interests and Zimbabwe depositary receipts in respect of such shares"

Depositary interests are certificates or electronic receipts that represent ownership of shares in a foreign company held by a local custodian, letting investors buy and sell those shares on their home exchange without directly holding the underlying foreign stock. Think of them like a warehouse receipt for goods stored overseas: they make trading simpler and often avoid the need to deal with foreign paperwork, currency or settlement systems. Investors use them to access foreign companies more easily, but rights such as voting and dividend timing can differ from holding the original shares.

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
Of the Securities Exchange Act of 1934

For the month April 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: April 2, 2026		/s/ JOHN MARK LEARMONTH
		John Mark Learmonth
		CEO and Director

2

EXHIBIT INDEX

Exhibit Number		Description
99.1		Press Release dated April 2, 2026

3

Exhibit 99.1

Caledonia Mining Corporation Plc

(NYSE AMERICAN, AIM and VFEX: CMCL)

Issue of Securities Pursuant to Long Term Incentive Plan Awards and

Issue of New Long Term Incentive Plan Awards

St Helier, April 2, 2026:  Caledonia Mining Corporation Plc (“the Company” or “Caledonia”) announces that, pursuant to the vesting of awards made under the 2015 Omnibus Equity Incentive Compensation Plan of the Company (the “Plan”) and following the publication of preliminary financial results for the year ended December 31, 2025, a total of 22,051 common shares of no par value in the Company are being issued on or about April 9, 2026 to members of staff within the Company’s group, including in the form of depositary interests and Zimbabwe depositary receipts in respect of such shares (together the “Securities”).

The following “Persons Discharging Managerial Responsibility” within the meaning of the Market Abuse Regulation (EU) No. 596/2014 (“PDMRs”) shall receive the following Securities as set out below:

Name	Position	Number of Securities	Resulting interest in share capital of the Company (number and percentage)
John Mark Learmonth	Director and Chief Executive Officer	7,134	223,982 (1.16%)
Ross Jerrard	Chief Financial Officer	2,062	2,062 (0.01%)

Application has been made by Caledonia for the admission of depositary interests representing all the issued shares to trading on AIM and it is anticipated that trading in such Securities will commence on or about April 9, 2026.

Following issue of all the Securities, the Company will have a total number of shares in issue of 19,335,079 common shares of no par value each. Caledonia has no shares in treasury; therefore, this figure may be used by holders of Securities 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.

Caledonia further announces that the Compensation Committee of the Board of Directors of the Company has approved the grant of new long term incentive plan awards under the Plan to members of staff in the group (the “Grant”), including to the following PDMRs with the following values as at April 1, 2026 (the “Grant Date”):

Name of PDMR	Position	Values
John Mark Learmonth	Director and Chief Executive Officer	US$504,009
Ross Jerrard	Chief Financial Officer	US$328,000
Victor Gapare	Executive Director	US$421,127

1

The Grant is in the form of target Performance Units (“PUs”), as defined in the Plan. The final number of PUs which vest on maturity of the awards will be adjusted to reflect the actual performance of the group in terms of various operating metrics including (i) completion of the construction of the Bilboes Gold Project in terms of budget and schedule (“Bilboes metrics”), (ii) gold production, cost control and resource development at Blanket Mine, and (iii) establishment of a mineral resource estimate at Motapa, and is subject to certain minimum and maximum thresholds.

The vesting date for the PUs shall be the first business day in April 2029, although if the Bilboes Gold Project is not constructed by then the proportion of PUs subject to the Bilboes metrics will vest immediately following completion of construction, subject to any closed periods.

The numbers of PUs awarded are equal to the monetary values of the Grant divided by the “Fair Market Value” (as defined in the Plan) of the Company’s shares, being the greater of (i) the closing price of Caledonia’s shares on the NYSE American on the trading day preceding the date of the award or (ii) the volume-weighted average closing price of Caledonia’s shares on the NYSE American for the five days preceding the date of the award, which resulted in a price of US$22.59 for the PUs awarded on the Grant Date.

Each PU that vests entitles the PDMR to receive one Caledonia common share (or a security representing a share) on the maturity of the award. Securities that are issued to PDMRs pursuant to vesting PUs are subject to a minimum holding period of one year in case vested awards become subject to forfeiture, reduction or cancellation.

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/Fergus Young/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

2

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	John Mark Learmonth
2	Reason for the notification
a)	Position/status	Director and Chief Executive Officer
b)	Initial notification/Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Caledonia Mining Corporation Plc
b)	LEI	21380093ZBI4BFM75Y51
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Depositary interests representing common shares of no par value JE00BF0XVB15
b)	Nature of the transaction	Issue of securities
c)	Price(s) and volume(s)	Price(s)            Volume(s) US$22.59          7,134
d)	Aggregated information - Aggregated volume - Price	n/a
e)	Date of the transaction	1 April 2026
f)	Place of the transaction	AIM of the London Stock Exchange plc

3

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	John Mark Learmonth
2	Reason for the notification
a)	Position/status	Director and Chief Executive Officer
b)	Initial notification/Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Caledonia Mining Corporation Plc
b)	LEI	21380093ZBI4BFM75Y51
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Common shares of no par value or depositary interests representing such common shares JE00BF0XVB15
b)	Nature of the transaction	Award of target performance units under the 2015 Omnibus Equity Incentive Compensation Plan which vest in the form of shares
c)	Price(s) and volume(s)	Price(s)            Volume(s) Nil                      22,311
d)	Aggregated information - Aggregated volume - Price	n/a
e)	Date of the transaction	1 April 2026
f)	Place of the transaction	Outside a trading venue

4

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Ross Jerrard
2	Reason for the notification
a)	Position/status	Chief Financial Officer
b)	Initial notification/Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Caledonia Mining Corporation Plc
b)	LEI	21380093ZBI4BFM75Y51
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Common shares of no par value JE00BF0XVB15
b)	Nature of the transaction	Issue of securities
c)	Price(s) and volume(s)	Price(s)            Volume(s) $22.59                2,062
d)	Aggregated information - Aggregated volume - Price	n/a
e)	Date of the transaction	1 April 2026
f)	Place of the transaction	Outside a trading venue

5

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Ross Jerrard
2	Reason for the notification
a)	Position/status	Chief Financial Officer
b)	Initial notification/Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Caledonia Mining Corporation Plc
b)	LEI	21380093ZBI4BFM75Y51
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Common shares of no par value or depositary interests representing such common shares JE00BF0XVB15
b)	Nature of the transaction	Award of target performance units under the 2015 Omnibus Equity Incentive Compensation Plan which vest in the form of shares
c)	Price(s) and volume(s)	Price(s)            Volume(s) Nil                      14,519
d)	Aggregated information - Aggregated volume - Price	n/a
e)	Date of the transaction	1 April 2026
f)	Place of the transaction	Outside a trading venue

6

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Victor Gapare
2	Reason for the notification
a)	Position/status	Executive Director
b)	Initial notification/Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Caledonia Mining Corporation Plc
b)	LEI	21380093ZBI4BFM75Y51
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Common shares of no par value or depositary interests representing such common shares JE00BF0XVB15
b)	Nature of the transaction	Award of target performance units under the 2015 Omnibus Equity Incentive Compensation Plan which vest in the form of shares
c)	Price(s) and volume(s)	Price(s)            Volume(s) Nil                      18,642
d)	Aggregated information - Aggregated volume - Price	n/a
e)	Date of the transaction	1 April 2026
f)	Place of the transaction	Outside a trading venue

7

FAQ

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

Caledonia Mining announced the issue of 22,051 new common shares under its long-term incentive plan and the grant of new performance unit awards to key executives, tied to project completion and operating metrics over several years.

How many Caledonia Mining (CMCL) shares are now in issue after the LTIP vesting?

Following the issue of 22,051 new common shares, Caledonia Mining will have 19,335,079 common shares of no par value in issue. The company holds no treasury shares, so this figure is used to calculate ownership and disclosure thresholds.

What awards did Caledonia Mining’s CEO and CFO receive under the plan?

CEO John Mark Learmonth receives 7,134 securities and new performance units valued at US$504,009, while CFO Ross Jerrard receives 2,062 securities and performance units valued at US$328,000. These long-term awards align management with future company performance and share outcomes.

How are Caledonia Mining (CMCL) performance units valued and converted to shares?

Performance units are calculated by dividing each grant’s monetary value by the shares’ Fair Market Value, set at US$22.59 on the grant date. Each vested performance unit entitles the holder to one Caledonia common share or an equivalent security at maturity, subject to performance conditions.

When do Caledonia Mining’s new performance unit awards vest?

The performance unit awards are scheduled to vest on the first business day in April 2029. Portions linked to the Bilboes Gold Project may vest after construction completion if that occurs later, with vesting dependent on meeting defined operational and project performance metrics.

Which projects and metrics determine vesting of Caledonia Mining’s performance units?

Vesting depends on Bilboes Gold Project construction against budget and schedule, gold production, cost control and resource development at Blanket Mine, and establishing a mineral resource estimate at Motapa. Minimum and maximum thresholds govern how many performance units ultimately vest into shares.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 PRESS RELEASE DATED APRIL 2, 2026 86.5 KB