SMX ups plan shares without vote; issues RSUs and options

Rhea-AI Filing Summary

SMX (Security Matters) Public Limited Company amended its 2022 Incentive Equity Plan, increasing the number of authorized Ordinary Shares under the plan from approximately 1,004,200 to 9,114,200. Relying on Nasdaq Rule 5615(a)(3) for foreign private issuers, the company approved this amendment without stockholder approval under home country corporate governance practices.

Following the amendment, SMX granted 6,160,000 restricted stock units and 1,950,000 stock options to executive officers, directors, and certain consultants, employees, and advisors. These equity awards represent potential future share issuance under the plan if awards vest or options are exercised in accordance with their terms.

Insights

Equity Compensation Analyst

Large plan increase and sizable awards; dilution depends on vesting and exercises.

SMX expanded its incentive plan authorization to 9,114,200 shares and issued 6,160,000 RSUs plus 1,950,000 options. This aligns long‑term incentives across executives, directors, and broader personnel, using home country practices permitted by Nasdaq Rule 5615(a)(3).

Mechanically, RSUs settle in shares upon vesting and options can add shares upon exercise, so the grants can increase the share count over time. Actual impact varies with award vesting, forfeitures, and option exercise behavior.

The filing does not specify vesting schedules, exercise prices, or service/performance conditions. Future disclosures in company filings may specify these terms and any subsequent issuances from the enlarged plan.

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 October 2025

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 ☐

SMX (Security Matters) Public Limited Company (the “Company”) further amended its 2022 Incentive Equity Plan, as amended (the “Incentive Plan”), to increase the number of authorized Ordinary Shares under the Incentive Plan from approximately 1,004,200 to 9,114,200 (the “Amendment”). As a Foreign Private Issuer, Nasdaq Rule 5615(a)(3) allows the Company to rely on home country corporate governance practices in lieu of certain of the rules in the Nasdaq Rule 5600 Series and Rule 5250(d) and, accordingly, the Company so elected to approve the Amendment without stockholder approval. Thereafter, the Company granted an aggregate of 6,160,000 restricted stock units and 1,950,000 stock options to its executive officers and directors, and to certain consultants, employees and advisors to the Company.

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: October 30, 2025

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

FAQ

What did SMX (SMX) change in its equity plan?

The company increased authorized Ordinary Shares under its 2022 Incentive Equity Plan from approximately 1,004,200 to 9,114,200.

How many RSUs and options did SMX grant after the amendment?

SMX granted 6,160,000 restricted stock units and 1,950,000 stock options.

Who received the new SMX equity awards?

Awards were granted to executive officers, directors, and certain consultants, employees, and advisors.

Did SMX seek shareholder approval for the plan increase?

No. As a Foreign Private Issuer, SMX relied on Nasdaq Rule 5615(a)(3) to use home country practices and approved it without a stockholder vote.

What is the potential impact of the RSUs and options?

They represent potential future share issuance if RSUs vest and options are exercised according to their terms.

Which filing reported these changes for SMX?

These actions were reported in a Form 6-K.