SMX (NASDAQ: SMX) expands equity plan and awards 2.3M RSUs

Rhea-AI Filing Summary

SMX (Security Matters) Public Limited Company amended its 2022 Incentive Equity Plan to increase authorized ordinary shares under the plan from approximately 2,442,092 to 4,754,592. The company then granted 2,300,000 restricted stock units to executives, directors, and service providers, with vesting starting no earlier than January 31, 2027.

As of April 23, 2026, SMX had 7,297,433 ordinary shares issued and outstanding. As a Foreign Private Issuer, it relied on Nasdaq Rule 5615(a)(3) to approve the amendment without stockholder approval. The disclosure is incorporated by reference into existing Form F-3 and Form S-8 registration statements.

Positive

• None.

Negative

• SMX’s amendment to increase shares under its Incentive Equity Plan to 4,754,592 and the immediate grant of 2,300,000 RSUs create a sizable potential issuance over time, which may lead to meaningful shareholder dilution as awards vest and convert into ordinary shares.

Insights

Equity compensation & governance analyst

SMX significantly expands its equity plan and issues 2.3M RSUs, increasing future share overhang.

SMX increased shares available under its 2022 Incentive Equity Plan from approximately 2,442,092 to 4,754,592 and immediately granted 2,300,000 RSUs to executives, directors, and service providers. These awards are subject to vesting, with the earliest vesting date on January 31, 2027.

The company relied on Nasdaq Rule 5615(a)(3) as a Foreign Private Issuer to approve the plan amendment without stockholder approval, reflecting home-country governance practices. As of April 23, 2026, there were 7,297,433 ordinary shares outstanding, so these awards represent a substantial potential issuance over time.

The RSUs tie leadership and key personnel to future performance through equity but also create meaningful potential dilution once they vest and settle. Their incorporation into existing Form F-3 and Form S-8 registration statements facilitates future issuances under U.S. securities laws, with the economic impact depending on vesting and settlement outcomes.

Key Figures

Incentive plan shares before amendment: approximately 2,442,092 shares Incentive plan shares after amendment: 4,754,592 shares RSUs granted: 2,300,000 RSUs +2 more

5 metrics

Incentive plan shares before amendment approximately 2,442,092 shares Authorized under 2022 Incentive Equity Plan before April 24, 2026 amendment

Incentive plan shares after amendment 4,754,592 shares Authorized under 2022 Incentive Equity Plan after April 24, 2026 amendment

RSUs granted 2,300,000 RSUs Aggregate RSUs granted to executives, directors, and service providers

Ordinary shares outstanding 7,297,433 shares Shares issued and outstanding as of April 23, 2026

Earliest RSU vesting date January 31, 2027 Earliest vesting date for the granted RSUs

Key Terms

Restricted stock units, 2022 Incentive Equity Plan, Foreign Private Issuer, Nasdaq Rule 5615(a)(3), +2 more

6 terms

Restricted stock units financial

"Thereafter, the Company granted an aggregate of 2,300,000 restricted stock units to certain of its executive officers"

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.

2022 Incentive Equity Plan financial

"amended its 2022 Incentive Equity Plan, as amended (the “Incentive Plan”), to increase the number of authorized Ordinary Shares"

Foreign Private Issuer regulatory

"As a Foreign Private Issuer, Nasdaq Rule 5615(a)(3) allows the Company to rely on home country corporate governance practices"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

Nasdaq Rule 5615(a)(3) regulatory

"As a Foreign Private Issuer, Nasdaq Rule 5615(a)(3) allows the Company to rely on home country corporate governance practices"

Form S-8 regulatory

"incorporated by reference into the registration statements on Form F-3 ... and Form S-8"

A Form S-8 is a U.S. Securities and Exchange Commission registration that lets a public company set aside shares for employee benefit plans and stock-based compensation. Think of it as opening a dedicated account that authorizes the company to issue or reserve stock for workers and directors; it matters to investors because it enables share dilution when those awards are granted or exercised and signals how management is compensated and incentivized.

Form F-3 regulatory

"incorporated by reference into the registration statements on Form F-3 (File Numbers 333-294122 and 333-293520)"

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

Form 6-K: How Foreign Companies Report to the SEC →

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 April 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 April 24, 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 authorized Ordinary Shares under the Incentive Plan from approximately 2,442,092 to 4,754,592 (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 2,300,000 restricted stock units to certain of its executive officers, directors, and service providers. The RSUs granted are all subject to vesting, the earliest date of which is January 31, 2027.

As of April 23, 2026, the Company had 7,297,433 ordinary shares issued and outstanding.

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 333-294122 and 333-293520) and Form S-8 (File Numbers 333-288722, 333290452 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 furnished, 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: April 24, 2026
	SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY
	By:	/s/ Haggai Alon
	Name:	Haggai Alon
	Title:	Chairman and Chief Executive Officer

FAQ

What did SMX (SMX) change in its 2022 Incentive Equity Plan?

SMX increased the number of ordinary shares authorized under its 2022 Incentive Equity Plan from approximately 2,442,092 to 4,754,592. This larger pool supports future equity-based compensation grants to executives, directors, and service providers, aligning their incentives with long-term company performance through share-based awards.

How many RSUs did SMX (SMX) grant in this update and to whom?

SMX granted an aggregate of 2,300,000 restricted stock units to certain executive officers, directors, and service providers. These RSUs provide future share-based compensation, subject to vesting conditions, and are intended to retain and motivate key personnel by linking part of their compensation to the company’s equity value.

When do the newly granted SMX (SMX) RSUs start vesting?

The restricted stock units granted by SMX are subject to vesting, with the earliest vesting date on January 31, 2027. Actual vesting depends on the specific terms of each award, but no units can vest before that date, delaying potential share issuance from these grants until at least early 2027.

How many ordinary shares does SMX (SMX) currently have outstanding?

As of April 23, 2026, SMX had 7,297,433 ordinary shares issued and outstanding. This figure represents the company’s existing share base, against which the expanded incentive plan capacity and 2,300,000 granted RSUs may increase total shares over time as awards vest and settle.

Why did SMX (SMX) amend its plan without shareholder approval?

As a Foreign Private Issuer, SMX can rely on Nasdaq Rule 5615(a)(3) to follow home-country corporate governance practices for certain matters. Using this allowance, the company elected to approve the Incentive Equity Plan amendment without stockholder approval, consistent with permitted alternatives to some Nasdaq governance rules.

How is this SMX (SMX) equity plan amendment used in its U.S. registrations?

The information about SMX’s plan amendment and RSU grants is incorporated by reference into its existing Form F-3 and Form S-8 registration statements. This incorporation allows those U.S. registration documents to reflect the updated incentive plan terms and related equity awards for future securities offerings or issuances.