Who was responsible for the Caledonia Mining (CMCL) share sale?

The sale was carried out by Fremiro Investments (Private) Limited, which is associated with director July Ndlovu. The filing shows the transaction as indirect ownership, meaning the shares are held through this entity rather than directly in his personal name.

Caledonia Mining (NYSE: CMCL) director’s entity sells 20,000 common shares

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Caledonia Mining Corp Plc reported an insider share sale linked to director July Ndlovu. An entity associated with him, Fremiro Investments (Private) Limited, executed an open-market sale of 20,000 common shares at approximately 17.19 in Great British Pounds per share. Following this transaction, Mr. Ndlovu’s beneficial interest in Caledonia shares held by Fremiro is 214,089 shares, indicating he retains a substantial indirect position in the company.

Insider Trade Summary

Net Seller: 20,000 shares ($343,800)

Net Sell 1 txn

Insider Ndlovu July

Role null

Sold 20,000 shs ($344K)

Type	Security	Shares	Price	Value
Sale	Common shares	20,000	$17.19	$344K

Holdings After Transaction: Common shares — 229,089 shares (Indirect, By Fremiro Investments (Private) Limited)

Footnotes (1)

Great British Pounds (GBP) 20,000 shares sold by Fremiro Investments (Private) Limited in which Mr Ndlovu is a shareholder and following which Mr Ndlovu's beneficial interest in the shares in Caledonia held by Fremiro is 214,089 shares.

Key Figures

Shares sold: 20,000 shares Sale price: 17.19 GBP/share Beneficial interest after sale: 214,089 shares +1 more

4 metrics

Shares sold 20,000 shares Open-market sale of common shares

Sale price 17.19 GBP/share Price per common share in the reported sale

Beneficial interest after sale 214,089 shares Indirect stake via Fremiro Investments after transaction

Net shares sold 20,000 shares Net-sell direction in transaction summary

Key Terms

open-market sale, beneficial interest, indirect ownership, Common shares

4 terms

open-market sale financial

"executed an open-market sale of 20,000 common shares"

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

beneficial interest financial

"Mr Ndlovu's beneficial interest in the shares in Caledonia"

Beneficial interest is the right to receive the economic benefits of an asset—such as dividends, interest, or sale proceeds—without necessarily holding legal title to it. For investors this matters because it determines who actually gains from an investment or trust, much like renting an apartment where the tenant enjoys living there and paying bills while the landlord holds the deed; understanding who has the beneficial interest affects income rights, voting influence, and risk exposure.

indirect ownership financial

"the filing shows the transaction as indirect ownership"

Common shares financial

"20,000 shares sold by Fremiro Investments (Private) Limited"

Common shares are the basic units of ownership in a company that give holders a claim on profits and a right to vote on key matters, like electing the board. Think of them as membership cards in a club: they let you share in successes and losses, but in a bankruptcy or liquidation they are paid after creditors and preferred shareholders, so their value can swing more and matters for assessing risk and potential return.

Form 4 Insider Transactions: What Each Field Means →

05/19/2026 - 01:28 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Ndlovu July

(Last)

(First)

(Middle)

C/O CALEDONIA MINING CORP PLC

2 MULCASTER STREET

(Street)

ST. HELIER

JE2 3NJ

(City)

(State)

(Zip)

JERSEY

(Country)

2. Issuer Name and Ticker or Trading Symbol
Caledonia Mining Corp Plc [ CMCL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/18/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common shares	05/18/2026		S		20,000	D	$17.19⁽¹⁾	229,089⁽²⁾	I	By Fremiro Investments (Private) Limited

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Great British Pounds (GBP)

2. 20,000 shares sold by Fremiro Investments (Private) Limited in which Mr Ndlovu is a shareholder and following which Mr Ndlovu's beneficial interest in the shares in Caledonia held by Fremiro is 214,089 shares.

	/s/ July Ndlovu By Susan Yu, Attorney-in-fact	05/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Caledonia Mining (CMCL) disclose in this Form 4?

Caledonia Mining disclosed that Fremiro Investments (Private) Limited, an entity associated with director July Ndlovu, completed an open-market sale of 20,000 common shares at about 17.19 Great British Pounds per share, reducing but not eliminating his indirect stake.

How many Caledonia Mining (CMCL) shares were sold and at what price?

The Form 4 reports that 20,000 Caledonia Mining common shares were sold in an open-market transaction at a price of approximately 17.19 Great British Pounds per share, as indicated by the transaction price and the currency note in the footnotes.

What is July Ndlovu’s remaining beneficial interest in Caledonia Mining (CMCL)?

After the reported transaction, July Ndlovu’s beneficial interest in Caledonia Mining shares held via Fremiro Investments is 214,089 shares. This figure comes from the Form 4 footnote describing his ongoing indirect stake following the 20,000-share open-market sale.

Is the Caledonia Mining (CMCL) insider transaction a buy or a sell?

The transaction is a sell. The Form 4 classifies it with code “S” and describes it as an open-market sale of 20,000 common shares, reflecting a net-sell direction in the transaction summary data for this insider filing.