Nouveau Monde Graphite (NMG) dilution pushes Pallinghurst stake below 5%

Rhea-AI Filing Summary

Nouveau Monde Graphite Inc. filed Amendment No. 5 to a Schedule 13D updating Pallinghurst’s ownership after a major equity raise. On May 15, 2026, NMG completed a USD309.5 million equity financing, which diluted Pallinghurst Bond Limited below the 5% beneficial ownership threshold on a part‑diluted basis.

As of May 15, 2026, Pallinghurst International was reported as beneficial owner of 6,368,622 common shares, representing 1.94% of NMG’s common shares, while Pallinghurst Bond held 13,026,348 common shares, representing 3.88%. Both entities are organized in Guernsey. The filing notes that Pallinghurst International ceased to be a beneficial owner of more than 5% on November 14, 2025, and Pallinghurst Bond did so on May 15, 2026, and that this amendment is the final update reflecting those changes.

Key Figures

Equity financing size: USD309.5 million Pallinghurst International holdings: 6,368,622 shares (1.94%) Pallinghurst Bond holdings: 13,026,348 shares (3.88%) +5 more

8 metrics

Equity financing size USD309.5 million NMG equity financing completed on May 15, 2026

Pallinghurst International holdings 6,368,622 shares (1.94%) Beneficial ownership of NMG common shares as of May 15, 2026

Pallinghurst Bond holdings 13,026,348 shares (3.88%) Beneficial ownership of NMG common shares as of May 15, 2026

NMG shares outstanding 329,114,330 shares Common shares outstanding as of May 15, 2026

Pallinghurst Bond warrants 6,250,000 warrants Exercisable into one NMG common share each in Tranche 2

Arne H. Frandsen interest 521,796 shares (0.16%) Direct and indirect beneficial ownership plus exercisable options

Andrew Willis interest 140,000 shares (0.04%) Indirect interest plus stock options currently exercisable

Former 5% status dates Nov 14, 2025 & May 15, 2026 Dates Pallinghurst International and Pallinghurst Bond fell below 5%

Key Terms

beneficial owner, Schedule 13D, Warrants, equity financing, +2 more

6 terms

beneficial owner financial

"ceased to be the beneficial owner of more than five percent of the Common Shares of NMG"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

Schedule 13D regulatory

"Pursuant to Rule 13d-2 under the U.S. Securities Exchange Act of 1934, as amended"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

Warrants financial

"Pallinghurst Bond directly beneficially owns 6,776,348 Common Shares and 6,250,000 Warrants"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

equity financing financial

"On May 15, 2026, NMG completed a USD309.5 million equity financing"

Equity financing is when a company raises money by selling ownership pieces (shares) to investors instead of borrowing; think of selling slices of a pie to get cash for the business. It matters to investors because buying shares gives them a claim on future profits and a voice in decisions, while existing owners give up some control and the value of each slice can change as the company grows or falters.

Tranche 2 investment financial

"each such Warrant being exercisable for one Common Share of NMG in connection with a Tranche 2 investment"

Second Amended and Restated Investment Agreement financial

"both Pallinghurst International and Pallinghurst Bond are parties to and have rights under the Second Amended and Restated Investment Agreement with NMG"

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

Nouveau Monde Graphite Inc.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

66979W842

(CUSIP Number)

Andrew Willis
c/o Pallinghurst Graphite Intl. Ltd, 23-25 Le Pollet
St Peter Port, Y7, GY1 1WQ
44 1481 740 520

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/15/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 66979W842

1

Name of reporting person

Pallinghurst Graphite International Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

GUERNSEY

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 749,715.00
8	Shared Voting Power 5,618,907.00
9	Sole Dispositive Power 749,715.00
10	Shared Dispositive Power 5,618,907.00

11

Aggregate amount beneficially owned by each reporting person

6,368,622.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.94 %

14

Type of Reporting Person (See Instructions)

HC, OO

SCHEDULE 13D

CUSIP Number(s): 66979W842

1

Name of reporting person

Pallinghurst Bond Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

GUERNSEY

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 13,026,348.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 13,026,348.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

13,026,348.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.88 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares, no par value
(b)	Name of Issuer: Nouveau Monde Graphite Inc.
(c)	Address of Issuer's Principal Executive Offices: 481 rue Brassard, Saint-Michel-des-Saints, Quebec, QUEBEC, QUEBEC, CANADA , J0K 3B0.
Item 1 Comment: Explanatory Note Pursuant to Rule 13d-2 under the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), this Amendment No. 5 to the Schedule 13D (as defined below) ("Amendment No. 5") amends and supplements certain items of the Schedule 13D related to the common shares, no par value (the "Common Shares") of Nouveau Monde Graphite Inc. ("NMG"), a corporation existing under the federal laws of Canada, filed with the U.S. Securities and Exchange Commission (the "SEC") on April 1, 2022 (the "Original Schedule 13D"), as amended by the First, Second, Third and Fourth Amendments to the Original Schedule 13D, dated as of November 15, 2022, May 2, 2024, October 29, 2025 and November 15, 2025 respectively ("Amendment No. 1", "Amendment No.2", "Amendment No. 3" and "Amendment No. 4" respectively) and as further amended by this Amendment No. 5 (and together with the Original Schedule 13D, Amendment No.1, Amendment No. 2, Amendment No. 3 and Amendment No. 4, the "Schedule 13D"). Except as set forth below, all items of Amendment No. 4 remain unchanged. All capitalized terms contained but not otherwise defined herein shall have the meanings ascribed to such terms in Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following: On May 15, 2026, NMG completed a USD309.5 million equity financing; this transaction has resulted in Pallinghurst Bond being diluted to below 5.00% on a part-diluted basis and therefore ceasing to be Reporting Person, which has led to the filing of this final Amendment No. 5.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 of the Schedule 13D is hereby amended and restated as follows: (a)-(b) Beneficial Ownership of Common Shares of NMG as of May 15, 2026 Beneficial Ownership Voting and Dispositive Power Common Shares Percentage(4) Sole Power Shared Power Reporting Person: Pallinghurst International(1)(3) 6,368,622 1.94% 749,715 5,618,907 Pallinghurst Bond(2)(3) 13,026,348 3.88% 13,026,348 0 (1) Pallinghurst International may be deemed the indirect beneficial owner of 5,618,907 Common Shares of NMG directly beneficially owned by Pallinghurst Graphite. Additionally, Pallinghurst International directly beneficially owns 749,715 Common Shares of NMG. No entity or individual is deemed to be an ultimate beneficial owner of Pallinghurst International's Common Shares. Thus, Pallinghurst International may be deemed to have shared voting and dispositive power over 5,618,907 Common Shares and to have sole voting and dispositive power of 749,715 Common Shares. (2) Pallinghurst Bond directly beneficially owns 6,776,348 Common Shares and 6,250,000 Warrants, with each such Warrant being exercisable for one Common Share of NMG in connection with a Tranche 2 investment at the final investment decision of NMG, or earlier if the Issuer were to issue an acceleration notice. No entity or individual is deemed to be an ultimate beneficial owner of Pallinghurst Bond's Common Shares. Thus, Pallinghurst Bond may be deemed to have sole voting and dispositive power of the 6,776,348 Common Shares and 6,250,000 Warrants. (3) Each of Pallinghurst International and Pallinghurst Bond has a board of directors which makes voting and investment decisions over the Common Shares owned by it. However, because these boards are elected by different shareholder bases, no single director is deemed to control voting or disposition of the Common Shares owned by each of Pallinghurst International and Pallinghurst Bond. Thus, no individual or shareholder is deemed a common beneficial owner of the Common Shares of Pallinghurst International and Pallinghurst Bond. The table shows all Reporting Persons for illustrative purposes only, and is not an admission of co-ownership among Pallinghurst International and Pallinghurst Bond. Pallinghurst International and Pallinghurst Bond may still be deemed a "group" for purposes of Section 13(d) of the Exchange Act, because their boards of directors are composed of the same individuals and because both Pallinghurst International and Pallinghurst Bond are parties to and have rights under the Second Amended and Restated Investment Agreement with NMG. (4) Based on 329,114,330 Common Shares of NMG outstanding as of May 15, 2026, as reported by NMG, plus, in the case only of Pallinghurst Bond, 6,250,000 Common Shares of NMG that may be issued if the underlying Warrants are exercised in full by Pallinghurst Bond. Beneficial Ownership of Common Shares of NMG as of May 15, 2026 Beneficial Ownership Voting and Dispositive Power Common Shares Percentage(3) Sole Power Shared Power Covered Person: Arne H. Frandsen(1) 521,796 0.16% 521,796 0 Andrew Paul Willis(2) 140,000 0.04% 140,000 0 (1) Mr. Frandsen is the direct beneficial owner of: (i) 311,796 Common Shares of NMG; and (ii) 182,500 stock options, which are currently exercisable into 182,500 Common Shares of NMG; Mr. Frandsen may be deemed to hold an indirect beneficial interest in 27,500 Common Shares of NMG. (2) Mr. Willis may be deemed to hold an indirect beneficial interest in 27,500 Common Shares of NMG. Mr. Willis is the direct beneficial owner of 112,500 stock options, which are currently exercisable into 112,500 Common Shares of NMG. (3) Based on 329,114,330 Common Shares of NMG outstanding as of May 15, 2026, as reported by NMG, plus, with respect only to Mr. Frandsen, 182,500 Common Shares of NMG issuable upon the exercise of 182,500 stock options granted to Mr. Frandsen, and with respect only to Mr. Willis, 112,500 Common Shares of NMG issuable upon the exercise of 112,500 stock options granted to Mr. Willis. Except as disclosed in this Schedule 13D, none of the Reporting Persons, or, to the best of the Reporting Persons' knowledge, any of the Covered Individuals, beneficially owns any Common Shares of NMG or has the right to acquire any Common Shares of NMG, and none of the Reporting Persons, or, to the best of the Reporting Persons' knowledge, any of the Covered Individuals, presently has the power to vote or to direct the vote or to dispose or direct the disposition of any of the Common Shares of NMG that they may be deemed to beneficially own.
(c)	During the 60 days preceding this Amendment No. 5, the Reporting Persons and, to the best of the Reporting Persons' knowledge, the Covered Persons did not transact in any Common Shares, except as already disclosed in Amendment No. 4:
(d)	To the best knowledge of the Reporting Persons, no one other than the Reporting Persons and their respective affiliates has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares reported herein as beneficially owned by the Reporting Persons.
(e)	Pallinghurst International and Pallinghurst Bond ceased to be the beneficial owner of more than five percent of the Common Shares of NMG on November 14, 2025 and May 15, 2026 respectively; despite Pallinghurst International beneficially owning less than five percent of the Common Shares of NMG, it is named and included as a Reporting Person in this Amendment No. 5 solely for the administrative convenience of use of its SEC filing codes.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Pallinghurst Graphite International Limited

Signature:	/s/ Andrew Willis
Name/Title:	Andrew Willis/Director
Date:	05/29/2026

Pallinghurst Bond Limited

Signature:	/s/ Andrew Willis
Name/Title:	Andrew Willis/Director
Date:	05/29/2026

FAQ

What does NMG’s Schedule 13D/A Amendment No. 5 disclose about Pallinghurst’s stake?

It discloses that Pallinghurst entities now hold under 5% of NMG’s common shares. Pallinghurst International owns 6,368,622 shares (1.94%), and Pallinghurst Bond owns 13,026,348 shares (3.88%), based on 329,114,330 shares outstanding as of May 15, 2026.

What transaction caused Pallinghurst Bond’s ownership in NMG to fall below 5%?

A USD309.5 million equity financing completed by Nouveau Monde Graphite on May 15, 2026 caused the dilution. This financing reduced Pallinghurst Bond’s beneficial ownership below 5% on a part‑diluted basis, prompting the filing of this final Schedule 13D Amendment No. 5.

How many NMG shares and warrants does Pallinghurst Bond hold after the financing?

Pallinghurst Bond beneficially owns 6,776,348 common shares and 6,250,000 warrants. Each warrant is exercisable for one common share in connection with a Tranche 2 investment at NMG’s final investment decision, or earlier if NMG issues an acceleration notice under the agreement.

What are Pallinghurst International’s voting and dispositive powers over NMG shares?

Pallinghurst International has sole voting and dispositive power over 749,715 NMG common shares and shared voting and dispositive power over 5,618,907 shares. In total it is reported as beneficial owner of 6,368,622 shares, representing 1.94% of NMG’s outstanding common shares as of May 15, 2026.

When did Pallinghurst entities cease to be more than 5% beneficial owners of NMG?

Pallinghurst International ceased to be a beneficial owner of more than 5% of NMG’s common shares on November 14, 2025. Pallinghurst Bond ceased to be above 5% on May 15, 2026, following the USD309.5 million equity financing completed by Nouveau Monde Graphite on that date.

How many Nouveau Monde Graphite shares were outstanding for these ownership calculations?

Ownership percentages are based on 329,114,330 NMG common shares outstanding as of May 15, 2026. For Pallinghurst Bond’s percentage, an additional 6,250,000 common shares are included, representing shares issuable upon full exercise of its warrants described in the filing.