Critical Metals director acquires 2.99M shares
The exchange involved 2,988,416 ordinary shares, while the separate RSU and warrant awards have distinct service and market-price vesting conditions.
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Form Type
4
Rhea-AI Filing Summary
Critical Metals Corp. director Mykhailo Zhernov acquired 2,988,416 ordinary shares on November 5, 2026, in exchange for European Lithium Limited ordinary shares at a ratio of 0.045 Critical Metals shares per European Lithium share; no cash consideration was paid. The acquisition entries report 935,024 shares held directly and 2,053,392 held indirectly through Millstone and Company Global DWE-LLC.
Zhernov also received 150,000 restricted stock units on November 1, 2026, as compensation; they vest November 1, 2027, subject to continued service. On November 5, he acquired one replacement performance warrant in each of Classes 3–6, each covering 225,000 ordinary shares. Each warrant vests automatically, subject to adjustment, if the 20-consecutive-Nasdaq-trading-day volume-weighted average price equals or exceeds its threshold: $10.92 for Class 3 by December 31, 2027; $12.48 for Class 4 and $14.04 for Class 5 by December 31, 2028; or $15.60 for Class 6 by December 31, 2029. Otherwise, the relevant warrant lapses.
Insider Trade Summary
Other: 3,138,420 shares
Other
7 txns
Insider
Zhernov Mykhailo
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Replacement Performance Warrant (EUR Class 3) F5, F7, F6 | 1 | -- | -- |
| Other | Replacement Performance Warrant (EUR Class 4) F5, F7, F6 | 1 | -- | -- |
| Other | Replacement Performance Warrant (EUR Class 5) F5, F7, F6 | 1 | -- | -- |
| Other | Replacement Performance Warrant (EUR Class 6) F5, F7, F6 | 1 | -- | -- |
| Other | Ordinary Shares F1, F2 | 935,024 | -- | -- |
| Other | Ordinary Shares F2 | 2,053,392 | -- | -- |
| Other | Ordinary Shares F3, F4 | 150,000 | -- | -- |
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 — 1,394,203 shares (Direct);
Ordinary Shares — 2,053,392 shares (Indirect, Millstone and Company Global DWE-LLC)
Footnotes (7)
- F1. On November 5, 2026, the Reporting Person acquired 2,988,416 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 ordinary shares of the Issuer, par value $0.001 per shares ("Ordinary Shares" underlying restricted stock units ("RSU's") granted on November 1, 2026 that will vest on November 1, 2027 subject to the reporting person's continued service through such date. Each RSU represents a continent right to receive one Ordinary Share.
- F5. Each reported warrant entitles the Reporting Person to receive 225,000 Ordinary Shares, 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.
- F6. Each warrant vests automatically when the volume-weighted average price of the Ordinary Shares of the Issuer 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 EUR 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.
- F7. On November 5, 2026, the Issuer issued the replacement warrants in connection with implementation of the scheme of arrangement between Critical Metals Corp. and European Lithium Limited. Each warrant was issued in replacement of 5,000,000 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 225,000 Ordinary Shares under each warrant. The consideration comprised cancellation of those performance rights and the other consideration provided under or in connection with those deeds.
Key Figures
Ordinary shares acquired in exchange: 2,988,416 shares
Direct ordinary shares acquired: 935,024 shares
Indirect ordinary shares acquired through Millstone and Company Global DWE-LLC: 2,053,392 shares
+4 more
7 metrics
Ordinary shares acquired in exchange
2,988,416 shares
November 5, 2026; exchanged for European Lithium Limited ordinary shares
Direct ordinary shares acquired
935,024 shares
November 5, 2026
Indirect ordinary shares acquired through Millstone and Company Global DWE-LLC
2,053,392 shares
November 5, 2026
Exchange ratio
0.045 Critical Metals ordinary shares per European Lithium Limited ordinary share
Scheme of arrangement exchange
Restricted stock units granted
150,000 units
Granted November 1, 2026; vest November 1, 2027, subject to continued service
Underlying shares per replacement warrant
225,000 ordinary shares per warrant
Each of Classes 3, 4, 5 and 6
Warrant volume-weighted average price vesting thresholds
Class 3: $10.92; Class 4: $12.48; Class 5: $14.04; Class 6: $15.60
Threshold must be met over 20 consecutive Nasdaq trading days by the applicable class deadline
Key Terms
scheme of arrangement, restricted stock units, volume-weighted average price, performance rights
4 terms
scheme of arrangement technical
"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
"The restricted stock units were granted to the Reporting Person"
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
"when the 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
"5,000,000 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.
How do Mykhailo Zhernov's CRML replacement warrants vest?
The four replacement warrant classes each cover 225,000 ordinary shares. Each vests automatically if the applicable threshold is met over 20 consecutive Nasdaq trading days: $10.92 for Class 3 by December 31, 2027; $12.48 for Class 4 and $14.04 for Class 5 by December 31, 2028; or $15.60 for Class 6 by December 31, 2029. The applicable warrant lapses if its condition is not met by its deadline.
When do Mykhailo Zhernov's 150,000 CRML RSUs vest?
The 150,000 restricted stock units granted November 1, 2026, vest on November 1, 2027, subject to Zhernov's continued service through that date. They were granted as compensation for services to Critical Metals Corp.
AI-generated analysis. How Rhea-AI works. Not financial advice.
