Critical Metals Corp. (CRML) executive discloses initial shares and performance stock units

Rhea-AI Filing Summary

Critical Metals Corp. executive Wanke Dietrich, President of European Operations, reported initial holdings in connection with becoming an insider. The filing shows direct ownership of 140,000 Ordinary Shares.

Dietrich also holds Performance Stock Units tied to 180,000 underlying Ordinary Shares with an exercise price of $12.8800 per share. These performance units vest only if specific volume-weighted average price (VWAP) hurdles are met, in three equal tranches at $16.25, $20.31, and $25.39 VWAP through October 31, 2026, October 31, 2027, and October 31, 2028, respectively. The footnotes also describe restricted stock units granted on November 1, 2025 that vest in three equal annual installments starting November 1, 2026, each RSU representing one Ordinary Share.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Wanke Dietrich

Role Pres. Of Euro. Ops.

Type	Security	Shares	Price	Value
holding	Performance Stock Units	--	--	--
holding	Ordinary Shares	--	--	--

Holdings After Transaction: Performance Stock Units — 180,000 shares (Direct); Ordinary Shares — 140,000 shares (Direct)

Footnotes (1)

1. Represents ordinary shares of the Issuer, par value $0.001 per share ("Ordinary Shares"), underlying restricted stock units ("RSUs") granted on November 1, 2025 that will vest in three equal annual installments commencing on November 1, 2026, subject to the reporting person's continued service through such date. Each RSU represents a contingent right to receive one Ordinary Share. Each performance stock unit ("PSUs") was granted on October 30, 2025 and represents a right to receive an option for one Ordinary Share. The Ordinary Shares underlying the PSUs vest, if at all, based on the achievement of a certain volume weighted average price per Ordinary Share for any trailing twenty (20) consecutive trading days ("VWAP") beginning on or after November 28, 2025, as determined, approved and certified by the Compensation Committee of the Board of Directors. The PSUs will vest upon satisfaction of the following thresholds: 1/3rd upon the achievement of a $16.25 VWAP through October 31, 2026, 1/3rd upon the achievement of a $20.31 VWAP through October 31, 2027, and 1/3rd upon the achievement of a $25.39 VWAP through October 31, 2028. Any tranche of PSUs that has not vested by the last day of the applicable period shall automatically terminate.

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SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Wanke Dietrich

(Last) (First) (Middle)

251 LITTLE FALLS DRIVE

(Street)

WILMINGTON 19808

(City) (State) (Zip)

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026

3. Issuer Name and Ticker or Trading Symbol
Critical Metals Corp. [ CRML ]

3a. Foreign Trading Symbol

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

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Pres. Of Euro. Ops.

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares	140,000(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Stock Units	(2)	(2)	Ordinary Shares	180,000	$12.88	D

Explanation of Responses:

1. Represents ordinary shares of the Issuer, par value $0.001 per share ("Ordinary Shares"), underlying restricted stock units ("RSUs") granted on November 1, 2025 that will vest in three equal annual installments commencing on November 1, 2026, subject to the reporting person's continued service through such date. Each RSU represents a contingent right to receive one Ordinary Share.

2. Each performance stock unit ("PSUs") was granted on October 30, 2025 and represents a right to receive an option for one Ordinary Share. The Ordinary Shares underlying the PSUs vest, if at all, based on the achievement of a certain volume weighted average price per Ordinary Share for any trailing twenty (20) consecutive trading days ("VWAP") beginning on or after November 28, 2025, as determined, approved and certified by the Compensation Committee of the Board of Directors. The PSUs will vest upon satisfaction of the following thresholds: 1/3rd upon the achievement of a $16.25 VWAP through October 31, 2026, 1/3rd upon the achievement of a $20.31 VWAP through October 31, 2027, and 1/3rd upon the achievement of a $25.39 VWAP through October 31, 2028. Any tranche of PSUs that has not vested by the last day of the applicable period shall automatically terminate.

Remarks:

Ex. 24.1 Power of Attorney

	/s/ John Thomas, Attorney-in-Fact for Dietrich Wanke	03/18/2026
	** 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 5 (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 3: SEC 1473 (03-26)

FAQ

What insider position does Wanke Dietrich report in Critical Metals Corp. (CRML)?

Wanke Dietrich, President of European Operations, reports direct ownership of 140,000 Ordinary Shares of Critical Metals Corp. The Form 3 also discloses performance-based and time-based equity awards that may deliver additional Ordinary Shares if vesting conditions are satisfied.

What performance stock units does Wanke Dietrich hold in CRML?

Dietrich holds performance stock units linked to 180,000 underlying Ordinary Shares at an exercise price of $12.8800. These units vest only if the company’s VWAP reaches specified thresholds over set periods, making the award contingent on share price performance.

What VWAP targets must Critical Metals Corp. meet for the PSUs to vest?

The PSUs vest in three tranches: one-third at a $16.25 VWAP through October 31, 2026, one-third at $20.31 VWAP through October 31, 2027, and one-third at $25.39 VWAP through October 31, 2028, as certified by the Compensation Committee.

What happens to unvested performance stock units for CRML if targets are not met?

Any tranche of performance stock units that does not meet its specified VWAP target by the end of the applicable period automatically terminates. This structure means unachieved performance goals result in forfeiture of that portion of the award, limiting additional share delivery.

What restricted stock units (RSUs) for CRML are described in the filing footnotes?

The footnotes describe RSUs granted on November 1, 2025 that will vest in three equal annual installments starting November 1, 2026, subject to continued service. Each RSU represents a contingent right to receive one Ordinary Share upon vesting.

Does the Form 3 for CRML show any insider share purchases or sales?

The Form 3 functions as an initial ownership report and lists holdings rather than transactions. It does not show any explicit open-market purchases or sales, focusing instead on existing Ordinary Share ownership and equity awards such as RSUs and performance stock units.