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Caledonia Mining discloses BlackRock 6.22% holding

Caledonia Mining Corporation Plc reported that BlackRock, Inc. crossed an AIM reporting threshold on July 13, 2026, triggering a major holdings notification.

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Form Type
6-K

Rhea-AI Filing Summary

Caledonia Mining Corporation Plc reported that BlackRock, Inc. crossed an AIM reporting threshold on July 13, 2026, triggering a major holdings notification. BlackRock now holds 6.22% of Caledonia’s voting rights, representing 1,203,763 voting rights in total.

Of this, 4.92% (952,194 voting rights) is attached to shares with ISIN JE00BF0XVB15 and 1.30% is held through financial instruments, including securities lending and cash-settled CFDs. The previously disclosed position was 6.17%, so BlackRock’s overall interest has increased slightly.

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Filing Explained

The July 15, 2026 Form 6-K is the issuer’s completed reporting step for BlackRock’s threshold crossing on July 13, 2026, after Caledonia received notice on July 14, 2026; it updates the holder-ownership record, not Caledonia’s share count, financing, or proceeds, none of which this filing reports.

Total voting rights held 1,203,763 BlackRock voting rights in Caledonia Mining after July 13, 2026 threshold crossing
Total voting rights percentage 6.22% BlackRock combined voting rights in Caledonia Mining after transaction
Voting rights attached to shares 952,194 Voting rights held via shares with ISIN JE00BF0XVB15
Share-based voting rights percentage 4.92% Percentage of Caledonia’s voting rights held through shares by BlackRock
Voting rights via financial instruments 1.30% BlackRock voting rights in Caledonia held through financial instruments
Securities lending voting rights 173,959 Voting rights that may be acquired via securities lending, equal to 0.89% of voting rights
Securities lending percentage 0.89% Portion of Caledonia voting rights linked to securities lending positions
BlackRock Fund Advisors total percentage 3.460% BlackRock Fund Advisors’ combined voting rights and financial instruments in Caledonia
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 attached to shares financial
"% of voting rights attached to shares (total of 8. A)"
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
"Securities Lending | N/A | N/A | 173,959 | 0.89%"
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
"CFD | N/A | N/A | Cash | 77,610 | 0.40%"
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.
Disclosure Guidance and Transparency Rules Chapter 5 (DTR5) regulatory
"read jointly with the applicable Disclosure Guidance and Transparency Rules Chapter 5 (DTR5)"

FAQ

What change in BlackRock's holding in Caledonia Mining (CMCL) is disclosed?
BlackRock’s overall interest in Caledonia Mining increased to 6.22% of voting rights from 6.17% previously. The new position follows a July 13, 2026 transaction that crossed a relevant AIM reporting threshold and was notified to Caledonia on July 14, 2026.

How are BlackRock's voting rights in Caledonia Mining (CMCL) structured?
BlackRock holds 4.92% of Caledonia’s voting rights via shares and 1.30% via financial instruments. This totals 6.22% of voting rights, combining direct shareholdings with positions from securities lending arrangements and cash-settled contracts for difference (CFDs).

How many Caledonia Mining (CMCL) voting rights does BlackRock control?
BlackRock controls 1,203,763 voting rights in Caledonia Mining Corporation Plc after the threshold event. This includes 952,194 voting rights attached to shares with ISIN JE00BF0XVB15 and additional voting rights linked to financial instruments such as securities lending and CFDs.

When did BlackRock cross the AIM reporting threshold in Caledonia Mining (CMCL)?
The relevant threshold in Caledonia Mining was crossed on 13 July 2026. Caledonia received BlackRock’s notification on 14 July 2026, and subsequently released this major holdings information to the market on July 15, 2026 as a regulatory disclosure.

What financial instruments does BlackRock use for its CMCL exposure?
BlackRock’s financial instrument exposure to Caledonia Mining totals 1.30% of voting rights. This consists of securities lending positions representing 0.89% of voting rights and cash-settled CFD positions representing a further 0.40% of voting rights in the company.

Which BlackRock entity holds a notifiable share of Caledonia Mining (CMCL) voting rights?
Within the BlackRock group, BlackRock Fund Advisors is disclosed with 3.450% of voting rights attached to shares and 0.010% via financial instruments. This gives BlackRock Fund Advisors a combined position of 3.460% of Caledonia Mining’s voting rights.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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
   
July 15, 2026 /s/ JOHN MARK LEARMONTH
  John Mark Learmonth
  CEO and Director

 

 

 

 

 

  

 

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EXHIBIT INDEX

  

Exhibit NumberDescription
 
99.1Press Release dated July 15, 2026

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Exhibit 99.1

 

 

Caledonia Mining Corporation Plc

 

Notification of relevant change to significant shareholder

 

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

 

July 15, 2026: Caledonia Mining Corporation Plc ("Caledonia" or "the Company") announces that it received notification on July 14, 2026 from BlackRock, Inc. that on July 13, 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

 

 

 

 

 

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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: 13/07/2026
6. Date on which issuer notified (DD/MM/YYYY): 14/07/2026
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 4.92% 1.30% 6.22% 1,203,763

Position of previous notification (if

applicable)

 5.25% 0.91% 6.17%  
             

 

 

 

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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   952,194   4.92%
         
         
SUBTOTAL 8. A 952,194 4.92%

 

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 173,959 0.89%
         
         
    SUBTOTAL 8. B 1 173,959 0.89%

 

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 77,610 0.40%
           
           
      SUBTOTAL 8.B.2 70,610 0.40%
                   

 

 

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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 3.450% 0.010% 3.460%
       
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 14 July 2026

 

 

 

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Notes

 

i Please note this form should be read jointly with the applicable Disclosure Guidance and Transparency Rules Chapter 5 (DTR5) available on the following link: https://www.handbook.fca.org.uk/handbook/DTR/5/?view=chapter

 

ii Full name of the legal entity and further specification of the issuer or underlying issuer, provided it is reliable and accurate (e.g. address, LEI, domestic number identity). Indicate in the relevant section whether the issuer is a non UK issuer.

 

iii Other reason for the notification could be voluntary notifications, changes of attribution of the nature of the holding (e.g. expiring of financial instruments) or acting in concert.

 

iv This should be the full name of (a) the shareholder; (b) the natural person or legal entity acquiring, disposing of or exercising voting rights in the cases provided for in DTR5.2.1 (b) to (h); (c) all parties to the agreement referred to in DTR5.2.1 (a) or (d) the holder of financial instruments referred to in DTR5.3.1.

 

As the disclosure of cases of acting in concert may vary due to the specific circumstances (e.g. same or different total positions of the parties, entering or exiting of acting in concert by a single party) the standard form does not provide for a specific method how to notify cases of acting in concert.

 

In relation to the transactions referred to in DTR5.2.1 (b) to (h), the following list is provided as indication of the persons who should be mentioned:

 

- in the circumstances foreseen in DTR5.2.1 (b), the natural person or legal entity that acquires the voting rights and is entitled to exercise them under the agreement and the natural person or legal entity who is transferring temporarily for consideration the voting rights;

 

- in the circumstances foreseen in DTR5.2.1 (c), the natural person or legal entity holding the collateral, provided the person or entity controls the voting rights and declares its intention of exercising them, and natural person or legal entity lodging the collateral under these conditions;

 

- in the circumstances foreseen in DTR5.2.1 (d), the natural person or legal entity who has a life interest in shares if that person or entity is entitled to exercise the voting rights attached to the shares and the natural person or legal entity who is disposing of the voting rights when the life interest is created;

 

- in the circumstances foreseen in DTR5.2.1 (e), the controlling natural person or legal entity and, provided it has a notification duty at an individual level under DTR 5.1, under DTR5.2.1 (a) to (d) or under a combination of any of those situations, the controlled undertaking;

 

- in the circumstances foreseen in DTR5.2.1 (f), the deposit taker of the shares, if he can exercise the voting rights attached to the shares deposited with him at his discretion, and the depositor of the shares allowing the deposit taker to exercise the voting rights at his discretion;

 

- in the circumstances foreseen in DTR5.2.1 (g), the natural person or legal entity that controls the voting rights;

 

- in the circumstances foreseen in DTR5.2.1 (h), the proxy holder, if he can exercise the voting rights at his discretion, and the shareholder who has given his proxy to the proxy holder allowing the latter to exercise the voting rights at his discretion (e.g. management companies).

 

 

 

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v Applicable in the cases provided for in DTR5.2.1 (b) to (h). This should be the full name of the shareholder who is the counterparty to the natural person or legal entity referred to DTR5.2 unless the percentage of voting rights held by the shareholder is lower than the lowest notifiable threshold for the disclosure of voting rights holdings in accordance with national practices (e.g. identification of funds managed by management companies).

 

vi The date on which threshold is crossed or reached should be the date on which the acquisition or disposal took place or the other reason triggered the notification obligation. For passive crossings, the date when the corporate event took effect.

 

vii The total number of voting rights held in the issuer shall be composed of all the shares, including depository receipts representing shares, to which voting rights are attached even if the exercise thereof is suspended.

 

viii If the holding has fallen below the lowest applicable threshold, please note that it might not be necessary to disclose the extent of the holding, only that the new holding is below that threshold.

 

ix In case of combined holdings of shares with voting rights attached "direct holding" and voting rights "indirect holding", please split the voting rights number and percentage into the direct and indirect columns – if there is no combined holdings, please leave the relevant box blank.

 

x Date of maturity/expiration of the financial instrument i.e. the date when right to acquire shares ends.

 

xi If the financial instrument has such a period – please specify this period – for example once every 3 months starting from [date].

 

xii In case of cash settled instruments the number and percentages of voting rights is to be presented on a delta-adjusted basis (DTR 5.3.3.A).

 

xiii If the person subject to the notification obligation is either controlled and/or does control another undertaking then the second option applies.

 

xiv The full chain of controlled undertakings starting with the ultimate controlling natural person or legal entity has to be presented also in the cases, in which only on subsidiary level a threshold is crossed or reached and the subsidiary undertaking discloses the notification as only in this way will the markets get always the full picture of the group holdings. In case of multiple chains through which the voting rights and/or financial instruments are effectively held the chains have to be presented chain by chain by numbering each chain accordingly. Please see the below example:

Name of ultimate controlling person A (chain 1)

Name of controlled undertaking B

Name of controlled undertaking C

Name of ultimate controlling person A (chain 2)

Name of controlled undertaking B

Name of controlled undertaking D

Name of ultimate controlling person A (chain3)

Name of controlled undertaking E

Name of controlled undertaking F

 

xv The names of controlled undertakings through which the voting rights and/or financial instruments are effectively held have to be presented irrespectively whether the controlled undertakings cross or reach the lowest applicable threshold themselves.

 

xvi Example: Correction of a previous notification.

 

 

 

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Source: View Original Filing on SEC EDGAR

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