SMX (SMX) CEO discloses equity stake and major RSU awards

Rhea-AI Filing Summary

SMX (Security Matters) Public Limited Company Chairman and CEO Haggai Alon has filed a Schedule 13D reporting his equity stake. He beneficially owns 224,501 ordinary shares, obtained as vested restricted stock units under the company’s 2022 Incentive Equity Plan.

These 224,501 shares represented 16.24% of the 1,382,773 ordinary shares outstanding as of November 20, 2025, and 3.08% of the 7,297,433 shares outstanding as of April 23, 2026. He also holds 2,000,000 unvested RSUs that are not counted in current beneficial ownership but would raise his stake to 23.93% if treated as outstanding.

Key Figures

Beneficially owned shares: 224,501 shares Ownership percentage (2025 base): 16.24% Ownership percentage (2026 base): 3.08% +5 more

8 metrics

Beneficially owned shares 224,501 shares Ordinary Shares beneficially owned by Haggai Alon as of filing

Ownership percentage (2025 base) 16.24% Of 1,382,773 shares outstanding as of November 20, 2025

Ownership percentage (2026 base) 3.08% Of 7,297,433 shares outstanding as of April 23, 2026

Unvested RSUs 2,000,000 RSUs RSUs granted to Haggai Alon that do not vest within 60 days

Ownership including unvested RSUs 23.93% If 2,000,000 RSUs were treated as issued and outstanding on April 23, 2026

Plan share authorization 4,754,592 shares Ordinary shares authorized for grant under 2022 Incentive Equity Plan

Shares outstanding (2025) 1,382,773 shares Ordinary Shares outstanding as of November 20, 2025

Shares outstanding (2026) 7,297,433 shares Ordinary Shares outstanding as of April 23, 2026

Key Terms

restricted stock units, Incentive Equity Plan, beneficially owns, Schedule 13D, +1 more

5 terms

restricted stock units financial

"The Company has granted to Mr. Alon an aggregate of 224,501 (post-reverse splits) restricted stock units ("RSUs") under the Incentive Plan"

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.

Incentive Equity Plan financial

"The Company's 2022 Incentive Equity Plan, as amended (the "Incentive Plan"), authorizes 4,754,592 Ordinary Shares for grant"

beneficially owns financial

"As of the filing date of this Report, the Reporting Person beneficially owns 224,501 Ordinary Shares"

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition"

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.

Rule 13d-3(d)(1)(i) regulatory

"The percentage of ownership reported in this Item 5 was calculated in accordance with Rule 13d-3(d)(1)(i) promulgated"

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

SMX (Security Matters) Public Limited Company

(Name of Issuer)

Ordinary Shares, par value $0.00000000012219451015625 per share

(Title of Class of Securities)

(CUSIP Number)

Haggai Alon
Mespil Business Centre, Mespil House, Sussex Road
Dublin 4, L2, D04 T4A6
353-1-920-1000

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

11/20/2025

(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 No.

1

Name of reporting person

Haggai Alon

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)

OO

5

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

6

Citizenship or place of organization

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 224,501.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 224,501.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

224,501.00

12

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

13

Percent of class represented by amount in Row (11)

16.24 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

See Item 5(a) below. All numbers reflect all reverse stock splits of the Issuer on a retroactive basis.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Shares, par value $0.00000000012219451015625 per share
(b)	Name of Issuer: SMX (Security Matters) Public Limited Company
(c)	Address of Issuer's Principal Executive Offices: Mespil Business Centre, Mespil House, Sussex Road, Dublin 4, IRELAND , D04 T4A6.
Item 2.	Identity and Background
(a)	This Report is being filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended, by Haggai Alon (the "Reporting Person").
(b)	The business address for the Reporting Person is located at Mespil Business Centre, Mespil House, Sussex Road, Dublin 4, D04 T4A6 Ireland.
(c)	The Reporting Person's principal occupation is Chairman of the Board and Chief Executive Officer of the Company.
(d)	During the past five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the past five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction where as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws.
(f)	Israel
Item 3.	Source and Amount of Funds or Other Consideration
	The Company's 2022 Incentive Equity Plan, as amended (the "Incentive Plan"), authorizes 4,754,592 Ordinary Shares for grant under the Incentive Plan to officers, directors, employees, advisors and other service providers of the Company. The Company has granted to Mr. Alon an aggregate of 224,501 (post-reverse splits) restricted stock units ("RSUs") under the Incentive Plan, each of which represents a contingent right to receive one (1) Ordinary Share. All of the RSUs have vested and settled into Ordinary Shares as of the filing date of this Report.
Item 4.	Purpose of Transaction
	See Item 3 above. The Reporting Person acquired the securities described Item 3 for compensatory purposes pursuant to the Incentive Plan. Subject to applicable law and the Company's Articles of Association, the Reporting Person may acquire additional securities in the Company pursuant to the Incentive Plan. Other than as described above, the Reporting Person as of the date of the event requiring filing of Report does not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Item 4(a)-(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Person may change its purpose or formulate different plans or proposals with respect thereto at any time.
Item 5.	Interest in Securities of the Issuer
(a)	As of the filing date of this Report, the Reporting Person beneficially owns 224,501 Ordinary Shares, which number of shares represents approximately 16.24% of the 1,382,773 outstanding Ordinary Shares issued and outstanding as of November 20, 2025, and which number of shares represents approximately 3.08% of the 7,297,433 outstanding Ordinary Shares issued and outstanding as of April 23, 2026. It does not include 2,000,000 RSUs granted to the Reporting Person which do not vest within the next sixty (60) days. Including such 2,000,000 Ordinary Shares underlying the unvested RSUs as issued and outstanding, the Reporting Person would own 2,224,501 Ordinary Shares as of April 23, 2026, or 23.93% of the issued and outstanding Ordinary Shares The percentage of ownership reported in this Item 5 was calculated in accordance with Rule 13d-3(d)(1)(i) promulgated under the Securities Exchange Act of 1934, as amended. The 224,501 Ordinary Shares were originally issued to the Reporting Person as RSUs between approximately February 24, 2025 and November 20, 2025.
(b)	See rows (7) through (10) of the cover page to this Report for the number of Ordinary Shares as to which the Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
(c)	Except as described elsewhere in this Item 5 and in Item 3, which is hereby incorporated by reference, the Reporting Person has not effected any transaction in Ordinary Shares or other voting securities of the Company in the past 60 days from the date of the event requiring filing of this Report.
(d)	The Reporting Person has the right to receive the dividends from and proceeds of sales from the Ordinary Shares beneficially owned by him.
(e)	See Item 5(a) above.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Reference is made to Items 3 and 4, which are hereby incorporated by reference.
Item 7.	Material to be Filed as Exhibits.
	2022 Incentive Equity Plan (incorporated by reference to Exhibit 4.33 to the Company's Report on Form 20-F for the fiscal year ended December 31, 2022, filed with the SEC on April 28, 2023).

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.

Haggai Alon

Signature:	/s/ Haggai Alon
Name/Title:	Haggai Alon
Date:	04/24/2026

FAQ

What ownership stake in SMX (SMX) does Haggai Alon report?

Haggai Alon reports beneficial ownership of 224,501 SMX ordinary shares. This equaled 16.24% of 1,382,773 shares outstanding on November 20, 2025, and 3.08% of 7,297,433 shares outstanding on April 23, 2026, based on company share counts disclosed.

How did Haggai Alon acquire his SMX (SMX) ordinary shares?

He acquired 224,501 ordinary shares through restricted stock units granted under SMX’s 2022 Incentive Equity Plan. The RSUs represent compensatory awards to an officer, and all of these RSUs had vested and settled into ordinary shares as of the report’s filing date.

What is SMX (SMX) 2022 Incentive Equity Plan and its share authorization?

SMX’s 2022 Incentive Equity Plan authorizes 4,754,592 ordinary shares for grants. These shares can be awarded to officers, directors, employees, advisors, and other service providers, including as restricted stock units that convert into ordinary shares upon vesting and settlement, as with Haggai Alon’s awards.

How many unvested RSUs does Haggai Alon hold in SMX (SMX)?

He holds 2,000,000 restricted stock units that do not vest within the next sixty days. These RSUs are excluded from his current beneficial ownership calculation but, if included as issued and outstanding, would increase his ordinary share holdings to 2,224,501 shares, or 23.93% of the company.

Did Haggai Alon report recent SMX (SMX) share transactions?

The report states he has not effected any transactions in SMX ordinary shares or other voting securities in the sixty days before the event date, other than the RSU grants and vesting already described. His stake arises from compensation awards rather than recent market purchases or sales.

Does Haggai Alon indicate plans to change control at SMX (SMX)?

He states he currently has no plans or proposals relating to the corporate actions listed in Item 4(a)-(j), such as mergers or control changes. However, the disclosure notes he may acquire additional securities under the Incentive Plan, consistent with compensatory arrangements and applicable governance documents.