Rezolve AI plc received an amended Schedule 13G from a group of Citadel-affiliated entities and Kenneth Griffin regarding ownership of its ordinary shares. The filing covers Shares with a par value of GBP 0.0001 each.
The filing states that Citadel Securities LLC may be deemed to beneficially own 571,708 Shares, representing 0.2% of Rezolve AI’s outstanding Shares. Citadel Securities Group LP, Citadel Securities GP LLC, and Kenneth Griffin may each be deemed to beneficially own 1,523,446 Shares, or 0.5% of the class. Other Citadel entities listed report 0 Shares and 0.0% beneficial ownership.
The percentages are based on 323,806,274 Shares outstanding as of November 28, 2025, as reported in Rezolve AI’s Form F-3. The reporting group certifies that the securities were not acquired and are not held for the purpose of changing or influencing control of Rezolve AI.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Rezolve AI plc
(Name of Issuer)
Ordinary Shares, par value (GBP)0.0001 per share (the "Shares")
(Title of Class of Securities)
G75398100
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
G75398100
1
Names of Reporting Persons
Citadel Advisors LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
IA, HC, OO
Comment for Type of Reporting Person: The percentages reported in this Schedule 13G are based upon 323,806,274 Shares outstanding as of November 28, 2025 (according to the issuer's Form F-3 as filed with the Securities and Exchange Commission on November 28, 2025).
SCHEDULE 13G
CUSIP No.
G75398100
1
Names of Reporting Persons
Citadel Advisors Holdings LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
HC, PN
SCHEDULE 13G
CUSIP No.
G75398100
1
Names of Reporting Persons
Citadel GP LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
HC, OO
SCHEDULE 13G
CUSIP No.
G75398100
1
Names of Reporting Persons
Citadel Securities LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
571,708.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
571,708.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
571,708.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.2 %
12
Type of Reporting Person (See Instructions)
BD, OO
SCHEDULE 13G
CUSIP No.
G75398100
1
Names of Reporting Persons
Citadel Securities Group LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,523,446.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,523,446.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,523,446.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.5 %
12
Type of Reporting Person (See Instructions)
HC, PN
SCHEDULE 13G
CUSIP No.
G75398100
1
Names of Reporting Persons
Citadel Securities GP LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,523,446.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,523,446.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,523,446.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.5 %
12
Type of Reporting Person (See Instructions)
HC, OO
SCHEDULE 13G
CUSIP No.
G75398100
1
Names of Reporting Persons
Kenneth Griffin
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,523,446.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,523,446.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,523,446.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.5 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Rezolve AI plc
(b)
Address of issuer's principal executive offices:
21 Sackville Street, London, United Kingdom, W1S 3DN
Item 2.
(a)
Name of person filing:
This Schedule 13G is being jointly filed by Citadel Advisors LLC ("Citadel Advisors"), Citadel Advisors Holdings LP ("CAH"), Citadel GP LLC ("CGP"), Citadel Securities LLC ("Citadel Securities"), Citadel Securities Group LP ("CALC4"), Citadel Securities GP LLC ("CSGP") and Mr. Kenneth Griffin (collectively with Citadel Advisors, CAH, CGP, Citadel Securities, CALC4 and CSGP, the "Reporting Persons") with respect to the Shares of the above-named issuer owned by Citadel Securities and CRBU Holdings LLC, a Delaware limited liability company ("CRBH"). Such owned Shares may include other instruments exercisable for or convertible into Shares.
CAH is the sole member of Citadel Advisors. CGP is the general partner of CAH. CALC4 is the non-member manager of Citadel Securities and CRBH. CSGP is the general partner of CALC4. Mr. Griffin is the President and Chief Executive Officer of CGP, and owns a controlling interest in CGP and CSGP.
The filing of this statement shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by the statement other than the securities actually owned by such person (if any).
(b)
Address or principal business office or, if none, residence:
The address of each of the Reporting Persons is 830 Brickell Plaza, Miami, Florida 33131.
(c)
Citizenship:
Each of Citadel Advisors, CGP, Citadel Securities and CSGP is organized as a limited liability company under the laws of the State of Delaware. Each of CALC4 and CAH is organized as a limited partnership under the laws of the State of Delaware. Mr. Griffin is a U.S. citizen.
(d)
Title of class of securities:
Ordinary Shares, par value (GBP)0.0001 per share (the "Shares")
(e)
CUSIP No.:
G75398100
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
1. Each of Citadel Advisors LLC, Citadel Advisors Holdings LP and Citadel GP LLC may be deemed to beneficially own 0 Shares.
2. Citadel Securities LLC may be deemed to beneficially own 571,708 Shares.
3. Each of Citadel Securities Group LP and Citadel Securities GP LLC may be deemed to beneficially own 1,523,446 Shares.
4. Mr. Griffin may be deemed to beneficially own 1,523,446 Shares.
(b)
Percent of class:
1. The number of Shares that each of Citadel Advisors LLC, Citadel Advisors Holdings LP and Citadel GP LLC may be deemed to beneficially own constitutes 0.0% of the Shares outstanding.
2. The number of Shares that Citadel Securities LLC may be deemed to beneficially own constitutes 0.2% of the Shares outstanding.
3. The number of Shares that each of Citadel Securities Group LP and Citadel Securities GP LLC may be deemed to beneficially own constitutes 0.5% of the Shares outstanding.
4. The number of Shares that Mr. Griffin may be deemed to beneficially own constitutes 0.5% of the Shares outstanding.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
1. Each of Citadel Advisors LLC, Citadel Advisors Holdings LP and Citadel GP LLC: 0
2. Citadel Securities LLC: 0
3. Each of Citadel Securities Group LP and Citadel Securities GP LLC: 0
4. Mr. Griffin: 0
(ii) Shared power to vote or to direct the vote:
1. Each of Citadel Advisors LLC, Citadel Advisors Holdings LP and Citadel GP LLC: 0
2. Citadel Securities LLC: 571,708
3. Each of Citadel Securities Group LP and Citadel Securities GP LLC: 1,523,446
4. Mr. Griffin: 1,523,446
(iii) Sole power to dispose or to direct the disposition of:
1. Each of Citadel Advisors LLC, Citadel Advisors Holdings LP and Citadel GP LLC: 0
2. Citadel Securities LLC: 0
3. Each of Citadel Securities Group LP and Citadel Securities GP LLC: 0
4. Mr. Griffin: 0
(iv) Shared power to dispose or to direct the disposition of:
1. Each of Citadel Advisors LLC, Citadel Advisors Holdings LP and Citadel GP LLC: 0
2. Citadel Securities LLC: 571,708
3. Each of Citadel Securities Group LP and Citadel Securities GP LLC: 1,523,446
4. Mr. Griffin: 1,523,446
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
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.
Citadel Advisors LLC
Signature:
/s/ Seth Levy
Name/Title:
Seth Levy, Authorized Signatory
Date:
02/17/2026
Citadel Advisors Holdings LP
Signature:
/s/ Seth Levy
Name/Title:
Seth Levy, Authorized Signatory
Date:
02/17/2026
Citadel GP LLC
Signature:
/s/ Seth Levy
Name/Title:
Seth Levy, Authorized Signatory
Date:
02/17/2026
Citadel Securities LLC
Signature:
/s/ Seth Levy
Name/Title:
Seth Levy, Authorized Signatory
Date:
02/17/2026
Citadel Securities Group LP
Signature:
/s/ Seth Levy
Name/Title:
Seth Levy, Authorized Signatory
Date:
02/17/2026
Citadel Securities GP LLC
Signature:
/s/ Seth Levy
Name/Title:
Seth Levy, Authorized Signatory
Date:
02/17/2026
Kenneth Griffin
Signature:
/s/ Seth Levy
Name/Title:
Seth Levy, attorney-in-fact*
Date:
02/17/2026
Comments accompanying signature: * Seth Levy is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to a power of attorney previously filed with the Securities and Exchange Commission, and hereby incorporated by reference herein. The power of attorney was filed as an attachment to a filing by Citadel Advisors LLC on Schedule 13G for Allakos Inc. on October 13, 2023.
What ownership in Rezolve AI (RZLV) does Kenneth Griffin report?
Kenneth Griffin may be deemed to beneficially own 1,523,446 Rezolve AI ordinary shares, representing 0.5% of the class. This percentage is calculated using 323,806,274 shares outstanding as of November 28, 2025, as disclosed in Rezolve AI’s Form F-3.
How many Rezolve AI (RZLV) shares does Citadel Securities LLC report?
Citadel Securities LLC may be deemed to beneficially own 571,708 Rezolve AI ordinary shares, or 0.2% of the outstanding class. The firm reports shared voting and shared dispositive power over these shares, with no sole voting or dispositive authority indicated.
What total Rezolve AI (RZLV) stake is reported by Citadel Securities Group LP?
Citadel Securities Group LP may be deemed to beneficially own 1,523,446 Rezolve AI shares, representing 0.5% of the class. It reports no sole voting or dispositive power, but shared voting and dispositive power over these shares through affiliated entities in the Citadel structure.
Are Citadel Advisors entities large shareholders of Rezolve AI (RZLV)?
Citadel Advisors LLC, Citadel Advisors Holdings LP, and Citadel GP LLC each report beneficial ownership of 0 shares, or 0.0% of Rezolve AI’s outstanding ordinary shares. They are part of the reporting group but do not claim beneficial ownership in this Schedule 13G/A amendment.
What share count did the Rezolve AI (RZLV) 13G/A use for ownership percentages?
Ownership percentages are based on 323,806,274 Rezolve AI ordinary shares outstanding as of November 28, 2025. This share count comes from Rezolve AI’s Form F-3 filed on that date and underpins the 0.2% and 0.5% stakes reported by Citadel-affiliated entities.
Does the Citadel group seek control of Rezolve AI (RZLV) with this stake?
The reporting persons certify the Rezolve AI shares were not acquired, and are not held, to change or influence control of the company. They also state the holdings are not part of any transaction intended to affect control, other than activities tied to certain nomination rules.
