SMX expands equity incentive plan to 901K shares

Available on EDGAR 11/13/2026 - 09:26 AM EST Accepted by SEC EDGAR 11/13/2026 - 09:26 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

SMX amended its 2022 Incentive Equity Plan on November 10, 2026, increasing the Ordinary Shares authorized for issuance under the plan from 279,157 to 901,157. The 279,157 figure reflects the 2.8-for-1 share consolidation effective November 9, 2026. SMX approved the amendment without shareholder approval under its elected home country corporate governance practices.

As of November 12, SMX granted 188,000 RSUs to Chief Executive Officer Haggai Alon, 25,000 each to Interim Chief Financial Officer Amir Bader and Executive Vice President and Chief Strategy Officer Zeren Browne, 77,000 in aggregate to other directors, and 307,000 in aggregate to certain advisory board members, employees and other service providers. These RSUs vested 75% on the grant date, with the remaining 25% vesting March 31, 2027, except for 59,000 RSUs that vested fully upon grant.

Key Figures

Plan-authorized Ordinary Shares: 279,157 to 901,157 shares CEO RSU grant: 188,000 RSUs Interim CFO and Chief Strategy Officer RSU grants: 25,000 RSUs each +5 more

8 metrics

Plan-authorized Ordinary Shares 279,157 to 901,157 shares Authorized for issuance under the Incentive Plan; the 279,157 figure reflects the 2.8-for-1 consolidation effective November 9, 2026.

CEO RSU grant 188,000 RSUs Granted to Haggai Alon on November 12, 2026.

Interim CFO and Chief Strategy Officer RSU grants 25,000 RSUs each Granted to Amir Bader and Zeren Browne, respectively, on November 12, 2026.

Other directors' RSU grants 77,000 RSUs Aggregate grant as of November 12, 2026.

Advisers, employees and other service providers' RSU grants 307,000 RSUs Aggregate grant for services rendered as of November 12, 2026.

RSUs vested fully upon grant 59,000 RSUs Granted to certain advisory board members and service providers.

Vested on grant date 75% Vesting schedule for the RSUs, except for the 59,000 RSUs that vested fully upon grant.

Remaining scheduled vesting 25% Scheduled to vest March 31, 2027.

Key Terms

restricted stock units, vesting, share consolidation, home country corporate governance practices, +1 more

5 terms

restricted stock units technical

"granted 188,000 restricted stock units ("RSUs")"

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.

vesting technical

"remaining 25% vesting on March 31, 2027"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

share consolidation technical

"2.8-for-1 share consolidation effective as of November 9, 2026"

Share consolidation is a process where a company reduces the total number of its shares by combining multiple existing shares into a smaller number of higher-value shares. This can make each share more expensive and potentially improve the company’s image. For investors, it often means their ownership remains the same, but the value of each share increases, which can influence how the stock is perceived and traded.

home country corporate governance practices regulatory

"permitted under Nasdaq Rule 5615(a)(3)"

Nasdaq Rule 5615(a)(3) regulatory

"permitted under Nasdaq Rule 5615(a)(3)"

Stock Split

1-for-2.8 reverse split · Effective November 9, 2026

Split Ratio 1-for-2.8 reverse split

Effective Date November 9, 2026

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many RSUs did SMX grant to executives and directors?

SMX granted 188,000 RSUs to Chief Executive Officer Haggai Alon, 25,000 each to Interim Chief Financial Officer Amir Bader and Executive Vice President and Chief Strategy Officer Zeren Browne, and an aggregate of 77,000 RSUs to other directors, as of November 12, 2026.

Did SMX shareholders approve the incentive plan amendment?

No. SMX elected to use home country corporate governance practices permitted to foreign private issuers under Nasdaq Rule 5615(a)(3) and approved the amendment without shareholder approval.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

For the month of November 2026

Commission File Number: 001-41639

SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY

(Exact Name of Registrant as Specified in Charter)

Mespil Business Centre, Mespil House

Sussex Road, Dublin 4, Ireland

Tel: +353-1-920-1000

(Address of Principal Executive Offices) (Zip Code)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐

On November 10, 2026, SMX (Security Matters) Public Limited Company (the “Company”) amended its 2022 Incentive Equity Plan, as amended (the “Incentive Plan”), to increase the number of Ordinary Shares of the Company authorized for issuance under the Incentive Plan from 279,157 (after taking into account the Company’s 2.8-for-1 share consolidation effective as of November 9, 2026) to 901,157 (the “Amendment”).

As a foreign private issuer, the Company is permitted under Nasdaq Rule 5615(a)(3) to follow home country corporate governance practices in lieu of certain of the requirements of the Nasdaq Rule 5600 Series and Rule 5250(d) and, accordingly, the Company elected to approve the Amendment without shareholder approval.

Thereafter, as of November 12, 2026, the Company granted 188,000 restricted stock units (“RSUs”) to Haggai Alon, the Company’s Chief Executive Officer, 25,000 RSUs to Amir Bader, the Company’s Interim Chief Financial Officer, 25,000 RSUs to Zeren Browne, the Company’s Executive Vice President and Chief Strategy Officer, and an aggregate of 77,000 RSUs to the other directors of the Company. Additionally, the Company granted an aggregate of 307,000 RSUs to certain of the Company’s advisory board members, employees and other service providers for services rendered. All such RSUs vested as to 75% on the date of grant, with the remaining 25% vesting on March 31, 2027, except for an aggregate of 59,000 RSUs granted to certain advisory board members and service providers, which vested in full upon grant.

The information included in this Report of Foreign Private Issuer on Form 6-K is hereby incorporated by reference into the registration statements on Form F-3 (File Numbers 333-294606 and 333-297212) and Form S-8 (File Numbers 333-288722, 333-290452 and 333-294122) of the Company (including any prospectuses forming a part of such registration statements), and shall be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: November 13, 2026

	SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY
	By:	/s/ Haggai Alon
	Name:	Haggai Alon
	Title:	Chief Executive Officer