Critical Metals director Day acquires 3.91M shares
The replacement warrants depend on price thresholds measured over 20 consecutive Nasdaq trading days and have class-specific deadlines.
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Form Type
4
Rhea-AI Filing Summary
Critical Metals Corp. director Malcolm Raymond Day acquired indirectly 3,905,468 ordinary shares on November 5, 2026, in exchange for European Lithium Limited ordinary shares under a scheme of arrangement. The shares were held through Pixsell Pty Ltd (2,945,924), Hollywood Marketing (WA) Pty Ltd (840,760), and Goldshore Investments Pty Ltd (118,784); no cash consideration was paid by the reporting person.
Day also received 150,000 restricted stock units on November 1, 2026, as compensation, vesting in three equal annual installments beginning November 1, 2027, subject to continued service. On November 5, 2026, he acquired four replacement performance warrants, each entitling him to 675,000 ordinary shares subject to adjustment and vesting conditions. Those conditions use thresholds from $10.92 to $15.60, measured over 20 consecutive Nasdaq trading days.
Insider Trade Summary
Other: 4,055,472 shares
Other
8 txns
Insider
Day Malcolm Raymond
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Replacement Performance Warrant (EUR Class 3) F6, F8, F7 | 1 | -- | -- |
| Other | Replacement Performance Warrant (EUR Class 4) F6, F8, F7 | 1 | -- | -- |
| Other | Replacement Performance Warrant (EUR Class 5) F6, F8, F7 | 1 | -- | -- |
| Other | Replacement Performance Warrant (EUR Class 6) F6, F8, F7 | 1 | -- | -- |
| Other | Ordinary Shares F1, F2 | 2,945,924 | -- | -- |
| Other | Ordinary Shares F1, F2 | 840,760 | -- | -- |
| Other | Ordinary Shares F1, F2 | 118,784 | -- | -- |
| Other | Ordinary Shares F3, F5 | 150,000 | -- | -- |
| Holding | Ordinary Shares F4 | -- | -- | -- |
Holdings After Transaction:
Replacement Performance Warrant (EUR Class 3) — 1 warrant (Direct);
Replacement Performance Warrant (EUR Class 4) — 1 warrant (Direct);
Replacement Performance Warrant (EUR Class 5) — 1 warrant (Direct);
Replacement Performance Warrant (EUR Class 6) — 1 warrant (Direct);
Ordinary Shares — 2,945,924 shares (Indirect, Pixsell Pty Ltd (Pixsell Unit A/C));
Ordinary Shares — 840,760 shares (Indirect, Hollywood Marketing (WA) Pty Ltd);
Ordinary Shares — 118,784 shares (Indirect, Goldshore Investments Pty Ltd (M R Day Superfund A/C));
Ordinary Shares — 1,609,179 shares (Direct)
Footnotes (8)
- F1. On November 5, 2026, the Reporting Person acquired indirectly an aggregate of 3,905,468 Ordinary Shares of Critical Metals Corp. (the "Issuer") in exchange for ordinary shares of European Lithium Limited in connection with implementation of a scheme of arrangement. The exchange ratio was 0.045 Ordinary Shares of Critical Metals Corp. for each ordinary share of European Lithium Limited.
- F2. The Ordinary Shares were acquired solely in exchange for ordinary shares of European Lithium Limited at the exchange ratio described in footnote (1). No cash consideration was paid by the Reporting Person.
- F3. The restricted stock units were granted to the Reporting Person as compensation for services to the Issuer. No monetary consideration was paid for the award.
- F4. Represents (i) 409,179 Ordinary Shares held directly by the Reporting Person and (ii) holdings attributable to an award of 1,050,000 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.
- F5. Represents ordinary shares of the Issuer, par value $0.001 per share ("Ordinary Shares"), underlying restricted stock units ("RSUs") granted on November 1, 2026 that will vest in three equal annual installments commencing on November 1, 2027, subject to the reporting person's continued service through such date. Each RSU represents a contingent right to receive one Ordinary Share.
- F6. Each reported warrant entitles Malcolm Day (the "Reporting Person") to receive 675,000 ordinary shares of Critical Metals Corp., subject to adjustment and satisfaction of the applicable vesting condition, without payment of any further cash exercise price. The quantities in columns 5 and 9 are expressed as the number of warrants; the underlying ordinary shares are reported in column 7.
- F7. Each warrant vests automatically when the volume-weighted average price of the ordinary shares of Critical Metals Corp. on Nasdaq over 20 consecutive Nasdaq trading days equals or exceeds the applicable threshold, subject to adjustment under the warrant. The thresholds for the warrants replacing the European Lithium Limited Class 3, Class 4, Class 5 and Class 6 performance rights are $10.92, $12.48, $14.04 and $15.60, respectively. The applicable condition must be satisfied on or before December 31, 2027, December 31, 2028, December 31, 2028 and December 31, 2029, respectively, or the relevant warrant automatically lapses. Upon vesting, no exercise notice or other action by the Reporting Person is required, and the underlying ordinary shares are to be issued as soon as reasonably practicable and in any event within five business days after satisfaction of the condition.
- F8. On November 5, 2026, Critical Metals Corp. issued the replacement warrants in connection with implementation of the scheme of arrangement involving Critical Metals Corp. and European Lithium Limited. Each warrant was issued in replacement of 15,000,000 European Lithium Limited performance rights of the corresponding class held by the Reporting Person, which were cancelled in connection with the transaction. The share scheme transaction ratio was 0.045, resulting in an entitlement to 675,000 ordinary shares of Critical Metals Corp. under each warrant. The consideration comprised cancellation of those performance rights and the other consideration provided under or in connection with the scheme implementation and security cancellation deeds. [Insert the value of the noncash consideration for each warrant, in U.S. dollars, before filing.]
Key Figures
Ordinary shares acquired indirectly: 3,905,468 shares
Share exchange ratio: 0.045 Critical Metals Corp. ordinary shares per European Lithium Limited ordinary share
Restricted stock units granted: 150,000 RSUs
+4 more
7 metrics
Ordinary shares acquired indirectly
3,905,468 shares
November 5, 2026; exchanged under a scheme of arrangement
Share exchange ratio
0.045 Critical Metals Corp. ordinary shares per European Lithium Limited ordinary share
Scheme of arrangement exchange ratio
Restricted stock units granted
150,000 RSUs
Granted November 1, 2026; vesting begins November 1, 2027
Earlier RSU award
1,050,000 RSUs
Granted November 1, 2025; three equal annual installments begin November 1, 2026
Ordinary shares held directly
409,179 shares
Direct holdings described in the November 1, 2026 holding entry
Underlying shares per replacement warrant
675,000 ordinary shares
Each reported replacement performance warrant, subject to adjustment and vesting
VWAP vesting thresholds
$10.92, $12.48, $14.04, and $15.60
Classes 3, 4, 5, and 6, respectively; measured over 20 consecutive Nasdaq trading days
Key Terms
scheme of arrangement, restricted stock units, volume-weighted average price, performance rights
4 terms
scheme of arrangement financial
"in connection with implementation of a scheme of arrangement"
A scheme of arrangement is a legal agreement between a company and its shareholders or creditors to reorganize or settle debts, often to avoid bankruptcy or make big changes. It’s like a carefully planned handshake that everyone agrees to, helping the company stay afloat or improve its financial health.
restricted stock units financial
"an award of 1,050,000 restricted stock units"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
volume-weighted average price financial
"volume-weighted average price of the ordinary shares"
Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.
performance rights financial
"15,000,000 European Lithium Limited performance rights"
Performance rights are conditional awards that give employees or executives the promise of receiving company shares or cash only if the business meets specific targets or survives for a set period. They work like a bonus you only get when certain goals are hit, so they matter to investors because they can increase the number of shares outstanding (dilution), signal management’s incentives and confidence in future results, and affect per-share earnings and valuation.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What are the vesting terms for Malcolm Day's CRML replacement warrants?
The four replacement performance warrants vest automatically if the ordinary-share volume-weighted average price on Nasdaq equals or exceeds the applicable threshold over 20 consecutive Nasdaq trading days. Class 3 has a $10.92 threshold by December 31, 2027; Classes 4 and 5 have $12.48 and $14.04 thresholds by December 31, 2028; Class 6 has a $15.60 threshold by December 31, 2029. An unmet condition causes the relevant warrant to lapse.
How do Malcolm Day's CRML restricted stock units vest?
Day was granted 150,000 restricted stock units on November 1, 2026, as compensation for services. They vest in three equal annual installments beginning November 1, 2027, subject to his continued service through each vesting date.
AI-generated analysis. How Rhea-AI works. Not financial advice.
