Malcolm Raymond Day Transfers Shares of Critical Metals Corp (CRML) — SEC Form 4, Nov 11, 2026

SEC Form 4 · No Market Transaction
Other Transaction

Non-market transaction reported.

Reporting Owner
Malcolm Raymond Day
Director
TXN 2026-11-05 · FILED 2026-11-11
Equity Position 5.51M sh 1,459,179 → 5,514,647
Equity Change +277.9% shares held after vs before
Filing Lag 3 business days late vs 2-day SEC deadline
Form 4 · Statement of Changes in Beneficial Ownership

Critical Metals Corp

CRML CIK 0001951089
All Critical Metals Corp insider activity
Filing Date
2026-11-11
Report Date
2026-11-11
Accession No.
0001213900-26-118232
Accepted At
2026-11-11 02:48 UTC
Reporting Owner
Name Relationship
Malcolm Raymond Day CIK 0002076781
Director
Non-Derivative Securities Transactions
Title Date Type Shares Price Net Total Post-Txn Ownership
Ordinary SharesF1F2 2026-11-05 J - Other 2,945,924 A — 2,945,924 Indirect Pixsell Pty Ltd (Pixsell Unit A/C)
Ordinary SharesF1F2 2026-11-05 J - Other 840,760 A — 840,760 Indirect Hollywood Marketing (WA) Pty Ltd
Ordinary SharesF1F2 2026-11-05 J - Other 118,784 A — 118,784 Indirect Goldshore Investments Pty Ltd (M R Day Superfund A/C)
Ordinary SharesF3F5 2026-11-01 J - Other 150,000 A — 150,000 Direct
Derivative Securities Transactions
Title Strike Date Type Shares Price Expiration Underlying Ownership
Replacement Performance Warrant (EUR Class 3)F6F8F7 $0.00 2026-11-05 J - Other 1 A 2027-12-31 675,000 Ordinary Shares Direct
Replacement Performance Warrant (EUR Class 4)F6F8F7 $0.00 2026-11-05 J - Other 1 A 2028-12-31 675,000 Ordinary Shares Direct
Replacement Performance Warrant (EUR Class 5)F6F8F7 $0.00 2026-11-05 J - Other 1 A 2028-12-31 675,000 Ordinary Shares Direct
Replacement Performance Warrant (EUR Class 6)F6F8F7 $0.00 2026-11-05 J - Other 1 A 2029-12-31 675,000 Ordinary Shares Direct
Non-Derivative Holdings
Title Shares Held Ownership
Ordinary SharesF4 1,459,179 Direct
Footnotes (8)
F1
On November 5, 2026, the Reporting Person acquired indirectly an aggregate of 3,905,468 Ordinary Shares of Critical Metals Corp. (the "Issuer") in exchange for ordinary shares of European Lithium Limited in connection with implementation of a scheme of arrangement. The exchange ratio was 0.045 Ordinary Shares of Critical Metals Corp. for each ordinary share of European Lithium Limited. Show more
F2
The Ordinary Shares were acquired solely in exchange for ordinary shares of European Lithium Limited at the exchange ratio described in footnote (1). No cash consideration was paid by the Reporting Person. Show more
F3
The restricted stock units were granted to the Reporting Person as compensation for services to the Issuer. No monetary consideration was paid for the award. Show more
F4
Represents (i) 409,179 Ordinary Shares held directly by the Reporting Person and (ii) holdings attributable to an award of 1,050,000 restricted stock units ("RSUs") granted on November 1, 2025, that will vest in three equal annual installments commencing on November 1, 2026, subject to the reporting person's continued service through such date. Each RSU represents a contingent right to receive one Ordinary Share. Show more
F5
Represents ordinary shares of the Issuer, par value $0.001 per share ("Ordinary Shares"), underlying restricted stock units ("RSUs") granted on November 1, 2026 that will vest in three equal annual installments commencing on November 1, 2027, subject to the reporting person's continued service through such date. Each RSU represents a contingent right to receive one Ordinary Share. Show more
F6
Each reported warrant entitles Malcolm Day (the "Reporting Person") to receive 675,000 ordinary shares of Critical Metals Corp., subject to adjustment and satisfaction of the applicable vesting condition, without payment of any further cash exercise price. The quantities in columns 5 and 9 are expressed as the number of warrants; the underlying ordinary shares are reported in column 7. Show more
F7
Each warrant vests automatically when the volume-weighted average price of the ordinary shares of Critical Metals Corp. on Nasdaq over 20 consecutive Nasdaq trading days equals or exceeds the applicable threshold, subject to adjustment under the warrant. The thresholds for the warrants replacing the European Lithium Limited Class 3, Class 4, Class 5 and Class 6 performance rights are $10.92, $12.48, $14.04 and $15.60, respectively. The applicable condition must be satisfied on or before December 31, 2027, December 31, 2028, December 31, 2028 and December 31, 2029, respectively, or the relevant warrant automatically lapses. Upon vesting, no exercise notice or other action by the Reporting Person is required, and the underlying ordinary shares are to be issued as soon as reasonably practicable and in any event within five business days after satisfaction of the condition. Show more
F8
On November 5, 2026, Critical Metals Corp. issued the replacement warrants in connection with implementation of the scheme of arrangement involving Critical Metals Corp. and European Lithium Limited. Each warrant was issued in replacement of 15,000,000 European Lithium Limited performance rights of the corresponding class held by the Reporting Person, which were cancelled in connection with the transaction. The share scheme transaction ratio was 0.045, resulting in an entitlement to 675,000 ordinary shares of Critical Metals Corp. under each warrant. The consideration comprised cancellation of those performance rights and the other consideration provided under or in connection with the scheme implementation and security cancellation deeds. [Insert the value of the noncash consideration for each warrant, in U.S. dollars, before filing.] Show more

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