Critical Metals (CRML) OKs 15.52M awards; plan to 21,171,001

Critical Metals Corp. approved new equity awards and expanded its 2024 incentive plan.

Rhea-AI Filing Summary

Critical Metals Corp. approved new equity awards and expanded its 2024 incentive plan. The Compensatory Awards cover approximately 15.52 million ordinary shares, including time‑based RSUs for officers (vesting over three years), advisory board members (vesting in full on January 1, 2026), and non‑employee directors (vesting in full on November 1, 2026), plus performance‑vested options that only vest upon sustained share‑price hurdles of $16.25, $20.31, and $25.39 over 20 trading days based on VWAP.

The Board amended and restated the 2024 Incentive Award Plan, increasing total shares reserved to 21,171,001 (15,000,000 added by the Board, 3,147,386 automatic increase on June 30, 2025, and 3,023,615 previously available). The Board also appointed Mykhailo Zhernov to the Audit Committee, replacing Malcom Day, who remains on the Board.

Insights

Equity compensation analyst

Large equity grants with performance hurdles; administrative plan expansion.

The company approved equity awards covering about 15.52 million shares, blending time‑based RSUs with performance‑vested options that require sustained VWAP thresholds at $16.25, $20.31, and $25.39 over 20 trading days. This ties a portion of officer and advisor compensation to measurable stock performance, while providing standard service‑based retention for directors and advisors.

The 2024 plan reserve rose to 21,171,001 shares via a Board addition of 15,000,000, an automatic increase of 3,147,386 on June 30, 2025, and 3,023,615 previously available. This is an administrative step that permits issuance under approved programs; actual dilution depends on grant vesting and exercises. The Audit Committee change adds Mykhailo Zhernov in place of Malcom Day, who remains on the Board.

FAQ

What did CRML approve regarding equity awards?

The Board approved Compensatory Awards covering approximately 15.52 million shares, including time‑based RSUs and performance‑vested stock options with VWAP hurdles.

What are the vesting terms for CRML’s RSU grants?

Officers’ RSUs vest over three years; advisory board RSUs vest on January 1, 2026; non‑employee director RSUs vest on November 1, 2026.

What are the performance hurdles for CRML’s options?

Options vest only if share‑price hurdles of $16.25, $20.31, and $25.39 are sustained over 20 trading days based on VWAP.

How many shares are reserved under CRML’s amended 2024 plan?

The total reserve is 21,171,001 shares (15,000,000 added; 3,147,386 automatic increase on June 30, 2025; 3,023,615 previously available).

Did CRML change its Audit Committee membership?

Yes. Mykhailo Zhernov was appointed to the Audit Committee, replacing Malcom Day, who remains on the Board.

Which filings incorporate the amended plan by reference?

It is incorporated by reference into CRML’s Form F-3 (File Nos. 333-290973, 333-286326), Form F-1 (333-278400), and Forms S-8 (333-291195, 333-280017).

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Accepted by SEC EDGAR 11/05/2025 - 04:30 PM Learn about SEC filing dates

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

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2025

Commission File Number: 001-41973

Critical Metals Corp.

(Exact name of registrant as specified in its charter)

c/o Maples Corporate Services (BVI) Limited

Kingston Chambers, PO Box 173, Road Town

Tortola, British Virgin Islands

(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 ☐

Equity Awards, Equity Plan Amendment, Audit Committee Member Appointment

On October 30, 2025, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Critical Metals Corp. (the “Company”) completed its review of, and recommendations to the Board regarding, and the Board approved, grants of equity awards to its officers, directors and advisory board members for their services to the Company (the “Compensatory Awards”). The Compensatory Awards consist of (i) grants of time-based vesting restricted stock units to officers that vest in equal annual installments over a three year period, (ii) grants of time-based vesting restricted stock units to advisory board members that vest in full on January 1, 2026; and (iii) grants of time-based vesting restricted stock units to non-employee directors that have a one-year vesting period and vest in full on November 1, 2026 (together, the restricted stock unit grants described in (i), (ii) and (iii) above will be referred to herein as “the RSU Grants”), and (iv) grants of performance-vested stock options to officers and advisory board members that only vest based on the achievement of share price hurdles ($16.25, $20.31 and $25.39, respectively), which must be sustained over 20 trading days based on the volume weighted average price of the Company’s stock during such period (the “PVO grants”). The Compensatory Awards made pursuant to the RSU Grants and PVO Grants cover approximately 15.52 million ordinary shares, par value $0.001 per share of the Company (the “Ordinary Shares”) in the aggregate.

In connection with the Compensatory Awards, the Board also determined that it was advisable, and the Board approved, an amendment and restatement of the 2024 Incentive Award Plan (as amended, the “Amended and Restated Plan”) in order to increase the total number of Ordinary Shares reserved and available for issuance under the Amended and Restated Plan, such that the total number of Ordinary Shares reserved and available for issuance under the Amended and Restated Plan will be 21,171,001 shares, which is the sum of (i) 15,000,000 Ordinary Shares added to the Amended and Restated Plan by the Board, as described above; (ii) 3,147,386 Ordinary Shares, being the number of Ordinary Shares by which the share reserve under the Amended and Restated Plan was automatically increased on June 30, 2025 pursuant to its terms; and (iii) 3,023,615 Ordinary Shares equal to the previously available Ordinary Shares under the Amended and Restated Plan prior to the amendment. In addition to these compensation-related decisions, the Board also determined that it was advisable, and the Board approved, a change in its Audit Committee membership, by approving the appointment of current independent Board member Mykhailo Zhernov to the Audit Committee in place of Malcom Day, a current director who will continue to serve on the Board.

A copy of the Amended and Restated 2024 Incentive Award Plan is furnished hereto as Exhibit 10.1. The information contained in this Report on Form 6-K (including Exhibit 10.1) is hereby incorporated by reference into the Company’s registration statements on Form F-3 (File No. 333-290973), Form F-3 (File No. 333-286326), Form F-1 (File No. 333-278400), Form S-8 (File No. 333-291195) and Form S-8 (File No. 333-280017).

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EXHIBIT INDEX

Exhibit No.		Description
10.1		Critical Metals Corp. 2024 Incentive Award Plan (Amended and Restated as of October 30, 2025) (incorporated by reference to Exhibit 10.1 to Critical Metals Corp.’s Registration Statement on Form S-8 (Reg. No. 333-291195) filed with the SEC on October 31, 2025).

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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.

	Critical Metals Corp.
	By:	/s/ Tony Sage
	Name:	Tony Sage
	Title:	Chief Executive Officer and Executive Chairman

Date: November 5, 2025

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