Critical Metals Corp. filed an initial ownership report for Thomas M. McNamara, its Director of Corporate Development & Investor Relations. The filing shows direct holdings of Ordinary Shares and performance-based equity awards rather than new market transactions.
McNamara holds Ordinary Shares in two direct positions totaling 140,000 and 100,500 shares. He also holds performance stock units tied to 180,000 underlying Ordinary Shares at an exercise price of $12.8800 per share. These performance units vest in three equal tranches only if specified volume-weighted average price (VWAP) targets of $16.25, $20.31, and $25.39 are met by October 31, 2026, October 31, 2027, and October 31, 2028, respectively, as approved and certified by the Compensation Committee.
Critical Metals Corp. director Mykhailo Zhernov filed an initial ownership report showing his direct holdings of Ordinary Shares. The filing also notes that he was granted restricted stock units on November 1, 2025, which will vest in three equal annual installments starting November 1, 2026, each RSU delivering one Ordinary Share upon vesting.
Critical Metals Corp. reported the initial holdings of director Ryan Michael C. on a Form 3. He is shown with two direct beneficial ownership entries of 120,000 and 60,000 Ordinary Shares.
These positions include Ordinary Shares underlying restricted stock units granted on November 1, 2025, which vest in three equal annual installments beginning on November 1, 2026, contingent on continued service.
Critical Metals Corp. filed an initial ownership report for director Hanson Michael J. showing direct holdings of Ordinary Shares and related equity awards. The filing notes ordinary shares underlying restricted stock units granted on November 1, 2025, which vest in three equal annual installments starting November 1, 2026, with each RSU delivering one Ordinary Share upon vesting.
Critical Metals Corp. director Day Malcolm Raymond filed an initial ownership report showing significant equity-based compensation. He holds performance stock units tied to 1,350,000 Ordinary Shares at an exercise price of $12.88 per share, plus direct holdings of Ordinary Shares. The footnotes describe restricted stock units that vest in three equal annual installments starting on November 1, 2026, and performance stock units that vest in thirds only if volume-weighted average price targets of $16.25, $20.31, and $25.39 are achieved by October 31, 2026, October 31, 2027, and October 31, 2028, respectively.
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.
Critical Metals Corp. Chief Financial Officer Savchenko Sergey has filed an initial ownership report showing existing equity interests in the company. The Form 3 lists 180,000 performance stock units tied to Ordinary Shares at an exercise price of $12.8800 per share and two separate direct holdings of Ordinary Shares totaling 140,000 and 20,000 shares.
The performance stock units can convert into Ordinary Shares if volume-weighted average price hurdles of $16.25, $20.31, and $25.39 are met over specified periods through October 31, 2028. This report records current holdings and does not show any recent share purchases or sales.
Critical Metals Corp. entered into a new agreement with GEM Global Yield LLC SCS and GEM Yield Bahamas Limited that terminates their prior share purchase arrangement. Under this new GEM Agreement, GEM fully exercised a warrant issued in February 2024 and will receive 1,409,624 ordinary shares.
In addition, the Company will issue a further 2,744,062 ordinary shares to GEM for no additional consideration in a private placement relying on Section 4(a)(2) of the Securities Act of 1933. Critical Metals is obligated to file a resale registration statement for these 2,744,062 shares, and if that registration is not declared effective by the SEC within 120 days of March 5, 2026, the Company may be required, among other things, to pay GEM the aggregate cash value of those shares.
Critical Metals Corp. received a Schedule 13G showing that Alyeska Investment Group, Alyeska Fund GP and Anand Parekh beneficially own 11,652,735 ordinary shares, or 9.9% of the company’s ordinary shares as of December 31, 2025.
The filing notes holdings in common PIPE shares, pre-funded warrants and warrants to purchase additional Class A common stock. These warrants are subject to a 9.9% ownership cap, limiting exercises so that post-exercise ownership does not exceed 9.9% of Critical Metals’ common stock.
The reported 9.9% ownership percentage is based on 117,704,394 ordinary shares outstanding, as stated in a company prospectus filed on November 10, 2025. The reporting persons certify the position is held in the ordinary course of business and not to change or influence control of Critical Metals.
Critical Metals Corp. received an ownership update from major shareholder European Lithium Limited. European Lithium entered a Securities Purchase Agreement on February 3, 2026 to sell 2,500,000 Ordinary Shares for $33,750,000, with the transaction closing on February 4, 2026.
After this sale, European Lithium beneficially owns 45,536,338 Ordinary Shares, representing 37.3% of Critical Metals’ outstanding Ordinary Shares, based on 122,074,807 shares outstanding as of February 4, 2026. European Lithium also has a potential entitlement to 3,389,419 additional earnout shares if specified price-related conditions are met within five years of the business combination.