6-K
Caledonia Mining Corp Plc (CMCL)
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 Of the Securities Exchange Act of 1934
For the month April 2026 Commission File Number: 001-38164
CALEDONIA MINING CORPORATION PLC (Translation of registrant's name into English)
2 Mulcaster StreetSt Helier Jersey JE2 3NJ (Address of principal executive office)
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 ☐
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.
| CALEDONIA MINING CORPORATION PLC | |
|---|---|
| (Registrant) | |
| Date: April 2, 2026 | /s/ JOHN MARK LEARMONTH |
| John Mark Learmonth | |
| CEO and Director |
| 2 |
| --- |
EXHIBIT INDEX
| Exhibit Number | Description |
|---|---|
| 99.1 | Press Release dated April 2, 2026 |
| 3 |
| --- |
Exhibit 99.1
Caledonia Mining Corporation Plc
(NYSE AMERICAN, AIM and VFEX: CMCL)
Issue of Securities Pursuant to Long Term IncentivePlan Awards and
Issue of New Long Term Incentive Plan Awards
**St Helier, April 2, 2026:**Caledonia Mining Corporation Plc (“the Company” or “Caledonia”) announces that, pursuant to the vesting of awards made under the 2015 Omnibus Equity Incentive Compensation Plan of the Company (the “Plan”) and following the publication of preliminary financial results for the year ended December 31, 2025, a total of 22,051 common shares of no par value in the Company are being issued on or about April 9, 2026 to members of staff within the Company’s group, including in the form of depositary interests and Zimbabwe depositary receipts in respect of such shares (together the “Securities”).
The following “Persons Discharging Managerial Responsibility” within the meaning of the Market Abuse Regulation (EU) No. 596/2014 (“PDMRs”) shall receive the following Securities as set out below:
| Name | Position | Number of Securities | Resulting interest in share capital of the Company (number and percentage) |
|---|---|---|---|
| John Mark Learmonth | Director and Chief Executive Officer | 7,134 | 223,982 (1.16%) |
| Ross Jerrard | Chief Financial Officer | 2,062 | 2,062 (0.01%) |
Application has been made by Caledonia for the admission of depositary interests representing all the issued shares to trading on AIM and it is anticipated that trading in such Securities will commence on or about April 9, 2026.
Following issue of all the Securities, the Company will have a total number of shares in issue of 19,335,079 common shares of no par value each. Caledonia has no shares in treasury; therefore, this figure may be used by holders of Securities as the denominator for the calculations by which they determine if they are required to notify their interest in, or a change to their interest in, the Company.
Caledonia further announces that the Compensation Committee of the Board of Directors of the Company has approved the grant of new long term incentive plan awards under the Plan to members of staff in the group (the “Grant”), including to the following PDMRs with the following values as at April 1, 2026 (the “Grant Date”):
| Name of PDMR | Position | Values |
|---|---|---|
| John Mark Learmonth | Director and Chief Executive Officer | US$504,009 |
| Ross Jerrard | Chief Financial Officer | US$328,000 |
| Victor Gapare | Executive Director | US$421,127 |
| 1 |
| --- |
The Grant is in the form of target Performance Units (“PUs”), as defined in the Plan. The final number of PUs which vest on maturity of the awards will be adjusted to reflect the actual performance of the group in terms of various operating metrics including (i) completion of the construction of the Bilboes Gold Project in terms of budget and schedule (“Bilboes metrics”), (ii) gold production, cost control and resource development at Blanket Mine, and (iii) establishment of a mineral resource estimate at Motapa, and is subject to certain minimum and maximum thresholds.
The vesting date for the PUs shall be the first business day in April 2029, although if the Bilboes Gold Project is not constructed by then the proportion of PUs subject to the Bilboes metrics will vest immediately following completion of construction, subject to any closed periods.
The numbers of PUs awarded are equal to the monetary values of the Grant divided by the “Fair Market Value” (as defined in the Plan) of the Company’s shares, being the greater of (i) the closing price of Caledonia’s shares on the NYSE American on the trading day preceding the date of the award or (ii) the volume-weighted average closing price of Caledonia’s shares on the NYSE American for the five days preceding the date of the award, which resulted in a price of US$22.59 for the PUs awarded on the Grant Date.
Each PU that vests entitles the PDMR to receive one Caledonia common share (or a security representing a share) on the maturity of the award. Securities that are issued to PDMRs pursuant to vesting PUs are subject to a minimum holding period of one year in case vested awards become subject to forfeiture, reduction or cancellation.
Enquiries:
| Caledonia Mining Corporation Plc<br><br> <br>Mark Learmonth<br><br> <br>Camilla Horsfall | Tel: +44 1534 679 800<br><br> <br>Tel: +44 7817 841 793 |
|---|---|
| Cavendish Capital Markets Limited (Nomad and Broker)<br><br> <br>Adrian Hadden<br><br> <br>Pearl Kellie | Tel: +44 207 397 1965<br><br> <br>Tel: +44 131 220 9775 |
| Camarco, Financial PR (UK)<br><br> <br>Gordon Poole/Fergus Young/Elfie Kent | Tel: +44 20 3757 4980 |
| Curate Public Relations (Zimbabwe)<br><br> <br>Debra Tatenda | Tel: +263 77802131 |
| IH Securities (Private) Limited (VFEX Sponsor - Zimbabwe)<br><br> <br>Lloyd Mlotshwa | Tel: +263 (242) 745 119/33/39 |
| 2 |
| --- |
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGINGMANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM
| 1 | Details of the person discharging managerial responsibilities/person closely associated<br><br> <br>**** | |
|---|---|---|
| a) | Name | John Mark Learmonth |
| 2 | Reason for the notification<br><br> <br>**** | |
| a) | Position/status | Director and Chief Executive Officer |
| b) | Initial notification/Amendment | Initial notification |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor<br><br> <br>**** | |
| a) | Name | Caledonia Mining Corporation Plc |
| b) | LEI | 21380093ZBI4BFM75Y51 |
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted<br><br> <br>**** | |
| a) | Description of the financial instrument, type of instrument<br><br> <br><br><br> <br>Identification code | Depositary interests representing common shares of no par value<br><br> <br><br><br> <br>JE00BF0XVB15 |
| b) | Nature of the transaction | Issue of securities |
| c) | Price(s) and volume(s) | Price(s) Volume(s)<br><br> <br>US$22.59 7,134 |
| d) | Aggregated information<br><br> <br><br><br> <br>- Aggregated volume<br><br> <br><br><br> <br>- Price | n/a |
| e) | Date of the transaction | 1 April 2026 |
| f) | Place of the transaction | AIM of the London Stock Exchange plc |
| 3 |
| --- |
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGINGMANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM
| 1 | Details of the person discharging managerial responsibilities/person closely associated<br><br> <br>**** | |
|---|---|---|
| a) | Name | John Mark Learmonth |
| 2 | Reason for the notification<br><br> <br>**** | |
| a) | Position/status | Director and Chief Executive Officer |
| b) | Initial notification/Amendment | Initial notification |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor<br><br> <br>**** | |
| a) | Name | Caledonia Mining Corporation Plc |
| b) | LEI | 21380093ZBI4BFM75Y51 |
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted<br><br> <br>**** | |
| a) | Description of the financial instrument, type of instrument<br><br> <br><br><br> <br><br><br> <br>Identification code | Common shares of no par value or depositary interests representing such<br>common shares<br><br> <br><br><br> <br>JE00BF0XVB15 |
| b) | Nature of the transaction | Award of target performance units under the 2015 Omnibus Equity Incentive<br>Compensation Plan which vest in the form of shares |
| c) | Price(s) and volume(s) | Price(s) Volume(s)<br><br> <br>Nil 22,311 |
| d) | Aggregated information<br><br> <br><br><br> <br>- Aggregated volume<br><br> <br><br><br> <br>- Price | n/a |
| e) | Date of the transaction | 1 April 2026 |
| f) | Place of the transaction | Outside a trading venue |
| 4 |
| --- |
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGINGMANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM
| 1 | Details of the person discharging managerial responsibilities/person closely associated<br><br> <br>**** | |
|---|---|---|
| a) | Name | Ross Jerrard |
| 2 | Reason for the notification<br><br> <br>**** | |
| a) | Position/status | Chief Financial Officer |
| b) | Initial notification/Amendment | Initial notification |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor<br><br> <br>**** | |
| a) | Name | Caledonia Mining Corporation Plc |
| b) | LEI | 21380093ZBI4BFM75Y51 |
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted<br><br> <br>**** | |
| a) | Description of the financial instrument, type of instrument<br><br> <br><br><br> <br><br><br> <br>Identification code | Common shares of no par value<br><br> <br><br><br> <br>JE00BF0XVB15 |
| b) | Nature of the transaction | Issue<br> of securities |
| c) | Price(s) and volume(s) | Price(s) Volume(s)<br><br> <br>$22.59 2,062 |
| d) | Aggregated information<br><br> <br><br><br> <br>- Aggregated volume<br><br> <br><br><br> <br>- Price | n/a |
| e) | Date of the transaction | 1 April 2026 |
| f) | Place of the transaction | Outside a trading venue |
| 5 |
| --- |
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGINGMANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM
| 1 | Details of the person discharging managerial responsibilities/person closely associated<br><br> <br>**** | |
|---|---|---|
| a) | Name | Ross Jerrard |
| 2 | Reason for the notification<br><br> <br>**** | |
| a) | Position/status | Chief Financial Officer |
| b) | Initial notification/Amendment | Initial notification |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor<br><br> <br>**** | |
| a) | Name | Caledonia Mining Corporation Plc |
| b) | LEI | 21380093ZBI4BFM75Y51 |
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted<br><br> <br>**** | |
| a) | Description of the financial instrument, type of instrument<br><br> <br><br><br> <br><br><br> <br><br><br> <br>Identification code | Common shares of no par value or depositary interests representing such<br> common shares<br><br> <br><br><br> <br>JE00BF0XVB15 |
| b) | Nature of the transaction | Award of target performance units under the 2015 Omnibus Equity Incentive<br>Compensation Plan which vest in the form of shares |
| c) | Price(s) and volume(s) | Price(s) Volume(s)<br><br> <br>Nil 14,519 |
| d) | Aggregated information<br><br> <br><br><br> <br>- Aggregated volume<br><br> <br><br><br> <br>- Price | n/a |
| e) | Date of the transaction | 1 April 2026 |
| f) | Place of the transaction | Outside a trading venue |
| 6 |
| --- |
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGINGMANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM
| 1 | Details of the person discharging managerial responsibilities/person closely associated<br><br> <br>**** | |
|---|---|---|
| a) | Name | Victor Gapare |
| 2 | Reason for the notification<br><br> <br>**** | |
| a) | Position/status | Executive Director |
| b) | Initial notification/Amendment | Initial notification |
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor<br><br> <br>**** | |
| a) | Name | Caledonia Mining Corporation Plc |
| b) | LEI | 21380093ZBI4BFM75Y51 |
| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted<br><br> <br>**** | |
| a) | Description of the financial instrument, type of instrument<br><br> <br><br><br> <br><br><br> <br><br><br> <br>Identification code | Common shares of no par value or depositary interests representing such<br> common shares<br><br> <br><br><br> <br>JE00BF0XVB15 |
| b) | Nature of the transaction | Award of target performance units under the 2015 Omnibus Equity Incentive<br>Compensation Plan which vest in the form of shares |
| c) | Price(s) and volume(s) | Price(s) Volume(s)<br><br> <br>Nil 18,642 |
| d) | Aggregated information<br><br> <br><br><br> <br>- Aggregated volume<br><br> <br><br><br> <br>- Price | n/a |
| e) | Date of the transaction | 1 April 2026 |
| f) | Place of the transaction | Outside a trading venue |
| 7 |
| --- |