Namib Minerals (NAMM) director details initial share and RSU holdings

Rhea-AI Filing Summary

Namib Minerals General Counsel and Director Mchunu Siphesihle filed an initial ownership report showing significant holdings of the company’s ordinary shares. The filing lists 977,399 shares held indirectly through the Red Richmond Foundation, over which he has voting and dispositive power.

It also reports 56,504 time-based restricted stock units granted in December 2025 under the equity incentive plan. Half of these RSUs vest in December 2026 and the remainder in December 2027, with all units vesting immediately if certain changes of control occur and employment continues through the vesting dates.

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^*

Mchunu Siphesihle

(Last) (First) (Middle)

STE 210 WINWARD III REGATTA OFFICE PARK

(Street)

GRAND CAYMAN KY1-1106

(City) (State) (Zip)

CAYMAN ISLANDS

(Country)

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

3. Issuer Name and Ticker or Trading Symbol
Namib Minerals [ NAMM ]

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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	General Counsel and Director

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	977,399(1)	I	Held by the Red Richmond Foundation(1)
Ordinary Shares	56,504(2)	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

Explanation of Responses:

1. Represents Ordinary Shares held by the Red Richmond Foundation for which the reporting person has voting and dispositive power over the securities held by the entity.

2. Represents an award granted in December 2025 under the Issuer's Equity Incentive Plan ("Incentive Plan") of 56,504 time-based restricted stock units ("RSUs"), half of which vests in December 2026 and the remaining half vests in December 2027. The RSUs vest upon continued employment with Issuer through the vesting date. In the event of certain changes of control of the Issuer, the RSUs will vest immediately.

	/s/ Siphesihle Mchunu	03/11/2026
	** 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 Mchunu Siphesihle’s Form 3 filing for Namib Minerals (NAMM) show?

The Form 3 shows initial ownership in Namib Minerals by General Counsel and Director Mchunu Siphesihle. It reports indirect holdings through the Red Richmond Foundation and a large restricted stock unit (RSU) award granted under the company’s equity incentive plan.

How many Namib Minerals (NAMM) shares are held through the Red Richmond Foundation?

The filing reports 977,399 ordinary shares of Namib Minerals held by the Red Richmond Foundation. Footnotes state Mchunu Siphesihle has voting and dispositive power over these securities, reflecting substantial indirect ownership influence in the company.

What RSU award does Mchunu Siphesihle report in Namib Minerals (NAMM)?

The disclosure lists 56,504 time-based RSUs granted in December 2025 under Namib Minerals’ equity incentive plan. These restricted stock units represent potential future shares, contingent on continued employment and satisfaction of the specific vesting schedule described in the filing.

When do Mchunu Siphesihle’s Namib Minerals (NAMM) RSUs vest?

Half of the 56,504 RSUs vest in December 2026 and the remaining half in December 2027. Vesting requires continued employment through each vesting date, with accelerated vesting upon certain changes of control of Namib Minerals under defined conditions.

How are change-of-control events treated for the Namib Minerals (NAMM) RSUs?

The filing states that in the event of certain changes of control of Namib Minerals, the 56,504 RSUs will vest immediately. This acceleration applies if the specified change-of-control conditions occur and the reporting person’s employment continues through the relevant event.

Does the Namib Minerals (NAMM) Form 3 show any insider buying or selling activity?

No specific buy or sell transactions are reported in this Form 3. It functions as an initial ownership statement, detailing existing indirect shareholdings and a previously granted RSU award rather than new open-market purchases or sales of Namib Minerals stock.