Critical Metals Corp. (CRML) GC discloses share and performance unit awards

Rhea-AI Filing Summary

Critical Metals Corp. General Counsel Thomas John Harper filed a Form 3 reporting his initial equity holdings. He directly holds 140,000 Ordinary Shares and an additional 50,000 Ordinary Shares. He also holds Performance Stock Units tied to up to 180,000 underlying Ordinary Shares at an exercise price of $12.8800 per share.

The filing notes earlier grants of restricted stock units vesting in three equal annual installments beginning on November 1, 2026, subject to continued service. Separate performance stock units granted on October 30, 2025 vest in three tranches only if volume-weighted average price hurdles of $16.25, $20.31 and $25.39 are achieved by October 31, 2026, October 31, 2027 and October 31, 2028, respectively; any unvested tranche then terminates.

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

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1. Name and Address of Reporting Person^*

Thomas John Harper

(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)
	General Counsel

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
Ordinary Shares	50,000	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 automatically.

	/s/ John Thomas	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 does Thomas John Harper report in his Critical Metals (CRML) Form 3?

He reports initial holdings as General Counsel, including 140,000 Ordinary Shares, 50,000 additional Ordinary Shares, and Performance Stock Units tied to 180,000 underlying Ordinary Shares. These positions reflect his direct equity exposure and incentive-based awards in Critical Metals Corp.

How many Performance Stock Units does Harper hold at Critical Metals (CRML)?

He holds Performance Stock Units linked to 180,000 underlying Ordinary Shares at an exercise price of $12.8800 per share. These units only vest if specific volume-weighted average price targets are met over defined periods, creating performance-based upside rather than guaranteed equity.

What Ordinary Share holdings does Harper disclose in Critical Metals (CRML)?

He discloses two direct Ordinary Share positions: 140,000 shares and 50,000 shares. Together with performance-based awards, these positions align his financial interests with shareholder outcomes through both current ownership and potential future share delivery if conditions are satisfied.

How do the RSUs for Harper at Critical Metals (CRML) vest over time?

Restricted stock units granted on November 1, 2025 vest in three equal annual installments starting November 1, 2026. Vesting requires his continued service through each vesting date, tying a portion of his compensation to long-term tenure with Critical Metals Corp.

What performance hurdles govern Harper’s PSUs at Critical Metals (CRML)?

The performance stock units vest only if specific VWAP hurdles are met: $16.25 by October 31, 2026, $20.31 by October 31, 2027, and $25.39 by October 31, 2028. Any tranche failing to meet its hurdle by the deadline automatically terminates without vesting.

Why are VWAP targets important in Harper’s Critical Metals (CRML) PSU grant?

VWAP targets link his PSU vesting to sustained share price performance over 20 consecutive trading days. This structure encourages focus on durable market value creation rather than short-term price spikes, since each tranche vests only if its VWAP threshold is reached in time.