Mykhailo Zhernov 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.
Equity Position
3.45M sh
309,179 → 3,447,595
Equity Change
+1015.1%
shares held after vs before
Filing Lag
3 business days
late vs 2-day SEC deadline
Form 4 · Statement of Changes in Beneficial Ownership
Reporting Owner
| Name | Relationship |
|---|---|
| Mykhailo Zhernov CIK 0002075518 |
Director
|
Mykhailo Zhernov at Critical Metals Corp
Full insider history
Bought (12 mo)
—
Sold (12 mo)
$402,750
More from this insider at Critical Metals Corp
| 2026-03-26 | Sell | -$402,750 | View |
Non-Derivative Securities Transactions
| Title | Date | Type | Shares | Price | Net Total | Post-Txn | Ownership |
|---|---|---|---|---|---|---|---|
| Ordinary SharesF1F2 | 2026-11-05 | J - Other | 935,024 A | — | 1,394,203 | Direct | |
| Ordinary SharesF2 | 2026-11-05 | J - Other | 2,053,392 A | — | 2,053,392 | Indirect Millstone and Company Global DWE-LLC | |
| Ordinary SharesF3F4 | 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)F5F7F6 | $0.00 | 2026-11-05 | J - Other | 1 A | 2027-12-31 | 225,000 Ordinary Shares | Direct | |
| Replacement Performance Warrant (EUR Class 4)F5F7F6 | $0.00 | 2026-11-05 | J - Other | 1 A | 2028-12-31 | 225,000 Ordinary Shares | Direct | |
| Replacement Performance Warrant (EUR Class 5)F5F7F6 | $0.00 | 2026-11-05 | J - Other | 1 A | 2028-12-31 | 225,000 Ordinary Shares | Direct | |
| Replacement Performance Warrant (EUR Class 6)F5F7F6 | $0.00 | 2026-11-05 | J - Other | 1 A | 2029-12-31 | 225,000 Ordinary Shares | Direct |
Footnotes (7)
- F1
- On November 5, 2026, the Reporting Person acquired 2,988,416 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 ordinary shares of the Issuer, par value $0.001 per shares ("Ordinary Shares" underlying restricted stock units ("RSU's") granted on November 1, 2026 that will vest on November 1, 2027 subject to the reporting person's continued service through such date. Each RSU represents a continent right to receive one Ordinary Share. Show more
- F5
- Each reported warrant entitles the Reporting Person to receive 225,000 Ordinary Shares, 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
- F6
- Each warrant vests automatically when the volume-weighted average price of the Ordinary Shares of the Issuer 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 EUR 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
- F7
- On November 5, 2026, the Issuer issued the replacement warrants in connection with implementation of the scheme of arrangement between Critical Metals Corp. and European Lithium Limited. Each warrant was issued in replacement of 5,000,000 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 225,000 Ordinary Shares under each warrant. The consideration comprised cancellation of those performance rights and the other consideration provided under or in connection with those deeds. Show more
Related filings at Critical Metals Corp
Institutional Holders
13F holders · Jun 30, 2026
167
institutional managers reporting a position
Largest by reported value
- Black Rock, Inc. $46.4M
- Marex Group Plc $37M
- Citadel Advisors Llc $30.7M
5%+ Holders · 13D/G
2 filers
-
Rimbal Pty Ltd. 11.5%
Other insiders at Critical Metals Corp
GET /v1/forms/4/0001213900-26-118233
API docs
View Original SEC Filing