SMX (Nasdaq: SMX) enlarges incentive share pool and issues 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 237,730 to 696,105. Relying on home country practices permitted by Nasdaq Rule 5615(a)(3), this amendment was approved without stockholder approval.

Following the amendment, the company granted an aggregate of 458,375 restricted stock units to executive officers, directors, and certain consultants, employees and advisors, with 75% vesting on the grant date and 25% vesting on December 1, 2026. The disclosure is incorporated by reference into existing Form F-3 and Form S-8 registration statements.

Key Figures

Plan shares before amendment: 237,730 Ordinary Shares Plan shares after amendment: 696,105 Ordinary Shares RSUs granted: 458,375 RSUs +2 more

5 metrics

Plan shares before amendment 237,730 Ordinary Shares Authorized under 2022 Incentive Equity Plan prior to amendment

Plan shares after amendment 696,105 Ordinary Shares Authorized under 2022 Incentive Equity Plan after amendment

RSUs granted 458,375 RSUs Aggregate grants to executives, directors, consultants, employees and advisors

Immediate vesting portion 75% of 458,375 RSUs Vests on grant date

Deferred vesting portion 25% of 458,375 RSUs Vests on December 1, 2026

Key Terms

Foreign Private Issuer, Nasdaq Rule 5615(a)(3), 2022 Incentive Equity Plan, restricted stock units, +1 more

5 terms

Foreign Private Issuer regulatory

"As a Foreign Private Issuer, Nasdaq Rule 5615(a)(3) allows the Company to rely"

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"

2022 Incentive Equity Plan financial

"further amended its 2022 Incentive Equity Plan, as amended (the “Incentive Plan”)"

restricted stock units financial

"Thereafter, the Company granted an aggregate of 458,375 restricted stock units, vesting 75%"

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.

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 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 May 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 ☐

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 237,730 to 696,105 (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 458,375 restricted stock units, vesting 75% on the grant date and 25% on December 1, 2026, to its executive officers and directors, and to certain consultants, employees and advisors to the Company.

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 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: May 15, 2026

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