BlackRock updates 7.14% stake in Caledonia Mining (NYSE American: CMCL)

Rhea-AI Filing Summary

Caledonia Mining Corporation Plc reports that institutional investor BlackRock, Inc. has notified a change in its holding of Caledonia’s voting rights. As of February 5, 2026, BlackRock holds 7.14% of total voting rights, down from a previously notified 7.45%.

The position includes 5.57% of voting rights attached to shares, corresponding to 1,076,419 voting rights, and a further 1.57% through financial instruments. These instruments comprise securities lending representing 0.89% (172,513 voting rights) and cash-settled CFDs representing 0.67% (130,573 voting rights).

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 9, 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 9, 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)

February 9, 2026: Caledonia Mining Corporation Plc ("Caledonia" or "the Company") announces that it received notification on February 6, 2026 from BlackRock, Inc. that on February 5, 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) 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

Head and Registered Office: Caledonia Mining Corporation Plc

2 Mulcaster Street, St Helier, Jersey, Channel Islands, JE2 3NJ

info@caledoniamining.com | | www.caledoniamining.com

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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:			05/02/2026
6. Date on which issuer notified (DD/MM/YYYY):			06/02/2026
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	5.57%	1.57%		7.14%	1,379,505
Position of previous notification (if applicable)	6.51%	0.93%		7.45%

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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				1,076,419					5.57%
SUBTOTAL 8. A		1,076,419					5.57%
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			172,513			0.89%
			SUBTOTAL 8. B 1			172,513			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			130,573	0.67%
					SUBTOTAL 8.B.2			130,573	0.67%

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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.
BlackRock Holdco 2, Inc.
BlackRock Financial Management, Inc.
BlackRock International Holdings, Inc.
BR Jersey International Holdings L.P.
BlackRock (Singapore) Holdco Pte. Ltd.
BlackRock HK Holdco Limited
BlackRock Lux Finco S.a.r.l.
BlackRock Japan Holdings GK
BlackRock Japan Co., Ltd.
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 International Holdings, Inc.
BR Jersey International Holdings L.P.
BlackRock Holdco 3, LLC
BlackRock Cayman 1 LP
BlackRock Cayman West Bay Finco Limited
BlackRock Cayman West Bay IV Limited
BlackRock Group Limited
BlackRock Investment Management (UK) Limited
BlackRock, Inc.
BlackRock Saturn Subco, LLC
BlackRock Finance, Inc.
BlackRock Holdco 2, Inc.
BlackRock Financial Management, Inc.
BlackRock International Holdings, Inc.
BR Jersey International Holdings L.P.
BlackRock Australia Holdco Pty. Ltd.
BlackRock Investment Management (Australia) Limited
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
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	3.04%	0.00%	3.05%
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
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.
BlackRock Holdco 2, Inc.
BlackRock Financial Management, Inc.
BlackRock International Holdings, Inc.
BR Jersey International Holdings L.P.
BlackRock Holdco 3, LLC
BlackRock Cayman 1 LP
BlackRock Cayman West Bay Finco Limited
BlackRock Cayman West Bay IV Limited
BlackRock Group Limited
BlackRock Advisors (UK) Limited
BlackRock, Inc.
BlackRock Saturn Subco, LLC
BlackRock Finance, Inc.
BlackRock Holdco 2, Inc.
BlackRock Financial Management, Inc.
BlackRock International Holdings, Inc.
BR Jersey International Holdings L.P.
BlackRock (Singapore) Holdco Pte. Ltd.
BlackRock (Singapore) Limited
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

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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	06 February 2026

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FAQ

What major shareholder change did Caledonia Mining (CMCL) disclose?

Caledonia Mining disclosed that BlackRock, Inc. notified a revised holding of 7.14% of its voting rights as of 5 February 2026. This reflects an updated regulatory threshold position under UK disclosure rules for major shareholdings in the company.

How large is BlackRock’s total voting interest in Caledonia Mining (CMCL)?

BlackRock’s total voting interest in Caledonia Mining is 7.14% of voting rights, equal to 1,379,505 voting rights. This combines 5.57% from directly held shares and 1.57% from financial instruments linked to the company’s shares.

How many Caledonia Mining shares does BlackRock hold directly?

BlackRock holds 1,076,419 Caledonia Mining voting rights directly through shares, representing 5.57% of the company’s voting rights. This stake is tied to shares identified by ISIN JE00BF0XVB15, forming the core of BlackRock’s disclosed position.

What financial instruments does BlackRock use for its CMCL exposure?

BlackRock reports exposure via securities lending and cash-settled CFDs. Securities lending covers 172,513 voting rights (0.89%), while CFDs reference 130,573 voting rights (0.67%). Together, these financial instruments account for 1.57% of Caledonia’s total voting rights.

How did BlackRock’s percentage holding in CMCL change versus its previous notification?

BlackRock’s previously notified total was 7.45% of voting rights, compared with 7.14% in the latest disclosure. The update reflects changes in both directly held voting rights and positions held via financial instruments since the prior notification.

When did BlackRock cross the relevant threshold in Caledonia Mining?

BlackRock crossed the relevant threshold in Caledonia Mining on 5 February 2026, triggering the disclosure. Caledonia received the notification on 6 February 2026, and the company then relayed this information publicly in line with regulatory requirements.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 PRESS RELEASE 103.2 KB