CMCL 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 of July 2026
Commission File Number: 001-38164
CALEDONIA MINING CORPORATION PLC
(Translation of registrant's name into English)
2 Mulcaster Street
St 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 | |
| July 15, 2026 | /s/ JOHN MARK LEARMONTH |
| John Mark Learmonth | |
| CEO and Director | |
| 2 | |
| --- |
EXHIBIT INDEX
| Exhibit Number | Description |
|---|---|
| 99.1 | Press Release dated July 15,<br>2026 |
| 3 | |
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Exhibit 99.1
Caledonia Mining Corporation Plc
Notification of relevant change to significant shareholder
(NYSE AMERICAN: CMCL; AIM: CMCL; VFEX: CMCL)
July 15, 2026: Caledonia Mining Corporation Plc ("Caledonia" or "the Company") announces that it received notification on July 14, 2026 from BlackRock, Inc. that on July 13, 2026 it had crossed a threshold for notification of a relevant change (as defined by the AIM Rules for Companies).
A copy of the notification is below.
Enquiries:
| Caledonia Mining Corporation Plc<br><br>Mark Learmonth<br><br>Camilla Horsfall | Tel: +44 1534 679 800<br><br>Tel: +44 7817 841 793 |
|---|---|
| Cavendish Capital Markets Limited<br><br>(Nomad and Broker)<br><br>Adrian Hadden<br><br>George Lawson | Tel: +44 207 397 1965<br><br>Tel: +44 131 220 9775 |
| Camarco, Financial PR (UK)<br><br>Elfie Kent | Tel: +44 20 3757 4980 |
| Curate Public Relations (Zimbabwe)<br><br>Debra Tatenda | Tel: +263 77802131 |
| IH Securities (Private) Limited (VFEX<br><br>Sponsor - Zimbabwe)<br><br>Lloyd Mlotshwa | Tel: +263 (242) 745 119/33/39 |
| 1 | |
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TR-1: Standard form for notification of major holdings
| NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible) ^i^ | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ^ii^: | CALEDONIA MINING CORPORATION PLC | ||||||||
| 1b. Please indicate if the issuer is a non-UK issuer (please mark with an “X” if appropriate) | |||||||||
| Non-UK issuer | X | ||||||||
| 2. Reason for the notification (please mark the appropriate box or boxes with an “X”) | |||||||||
| An acquisition or disposal of voting rights | X | ||||||||
| An acquisition or disposal of financial instruments | |||||||||
| An event changing the breakdown of voting rights | |||||||||
| Other (please specify) ^iii^: | |||||||||
| 3. Details of person subject to the notification obligation ^iv^ | |||||||||
| Name | BlackRock, Inc. | ||||||||
| City and country of registered office (if applicable) | Wilmington, DE, USA | ||||||||
| 4. Full name of shareholder(s) (if different from 3.) ^v^ | |||||||||
| Name | |||||||||
| City and country of registered office (if applicable) | |||||||||
| 5. Date on which the threshold was crossed or reached ^vi^: | 13/07/2026 | ||||||||
| 6. Date on which issuer notified (DD/MM/YYYY): | 14/07/2026 | ||||||||
| 7. Total positions of person(s) subject to the notification obligation | |||||||||
| % of voting rights attached to shares (total of 8. A) | % of voting rights through financial instruments<br><br>(total of 8.B 1 + 8.B 2) | Total of both in % (8.A + 8.B) | Total number of voting rights held in issuer (8.A + 8.B) ^vii^ | ||||||
| Resulting situation on the date on which threshold was crossed or reached | 4.92% | 1.30% | 6.22% | 1,203,763 | |||||
| Position of previous notification (if<br><br>applicable) | 5.25% | 0.91% | 6.17% | ||||||
| 2 | |||||||||
| --- | |||||||||
| 8. Notified details of the resulting situation on the date on which the threshold was crossed or reached ^viii^ | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| A: Voting rights attached to shares | |||||||||
| Class/type of<br><br>shares<br><br>ISIN code (if possible) | Number of voting rights ^ix^ | % of voting rights | |||||||
| Direct<br><br>(DTR5.1) | Indirect<br><br>(DTR5.2.1) | Direct<br><br>(DTR5.1) | Indirect<br><br>(DTR5.2.1) | ||||||
| JE00BF0XVB15 | 952,194 | 4.92% | |||||||
| SUBTOTAL 8. A | 952,194 | 4.92% | |||||||
| B 1: Financial Instruments according to DTR5.3.1R (1) (a) | |||||||||
| Type of financial instrument | Expiration<br><br>date ^x^ | Exercise/<br><br>Conversion Period ^xi^ | Number of voting rights that may be acquired if the instrument is<br><br>exercised/converted. | % of voting rights | |||||
| Securities Lending | N/A | N/A | 173,959 | 0.89% | |||||
| SUBTOTAL 8. B 1 | 173,959 | 0.89% | |||||||
| B 2: Financial Instruments with similar economic effect according to DTR5.3.1R (1) (b) | |||||||||
| Type of financial instrument | Expiration<br><br>date ^x^ | Exercise/<br><br>Conversion Period ^xi^ | Physical or cash<br><br>Settlement ^xii^ | Number of voting rights | % of voting rights | ||||
| CFD | N/A | N/A | Cash | 77,610 | 0.40% | ||||
| SUBTOTAL 8.B.2 | 70,610 | 0.40% | |||||||
| 3 | |||||||||
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| 9. Information in relation to the person subject to the notification<br>obligation (please mark the<br><br>applicable box with an “X”) | |||||||||
| --- | --- | --- | --- | --- | |||||
| Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer ^xiii^ | |||||||||
| Full chain of controlled undertakings through which the voting rights and/or the<br><br>financial instruments are effectively held starting with the ultimate controlling natural person or legal entity (please add additional rows as necessary) ^xiv^ | X | ||||||||
| Name ^xv^ | % of voting rights if it equals or is higher than the notifiable threshold | % of voting rights through financial instruments if it equals or is higher than the notifiable threshold | Total of both if it equals or is higher than the notifiable threshold | ||||||
| BlackRock, Inc. | |||||||||
| BlackRock Saturn Subco, LLC | |||||||||
| BlackRock Finance, Inc. | |||||||||
| Trident Merger, LLC | |||||||||
| BlackRock Investment Management, LLC | |||||||||
| BlackRock, Inc. | |||||||||
| BlackRock Saturn Subco, LLC | |||||||||
| BlackRock Finance, Inc. | |||||||||
| BlackRock Holdco 2, Inc. | |||||||||
| BlackRock Financial Management, Inc. | |||||||||
| BlackRock Holdco 4, LLC | |||||||||
| BlackRock Holdco 6, LLC | |||||||||
| BlackRock Delaware Holdings Inc. | |||||||||
| BlackRock Institutional Trust Company, National Association | |||||||||
| 4 | |||||||||
| --- | |||||||||
| BlackRock, Inc. | |||||||||
| --- | --- | --- | --- | ||||||
| BlackRock Saturn Subco, LLC | |||||||||
| BlackRock Finance, Inc. | |||||||||
| BlackRock Holdco 2, Inc. | |||||||||
| BlackRock Financial Management, Inc. | |||||||||
| BlackRock Holdco 4, LLC | |||||||||
| BlackRock Holdco 6, LLC | |||||||||
| BlackRock Delaware Holdings Inc. | |||||||||
| BlackRock Fund Advisors | 3.450% | 0.010% | 3.460% | ||||||
| BlackRock, Inc. | |||||||||
| BlackRock Saturn Subco, LLC | |||||||||
| BlackRock Finance, Inc. | |||||||||
| BlackRock Holdco 2, Inc. | |||||||||
| BlackRock Financial Management, Inc. | |||||||||
| BlackRock, Inc. | |||||||||
| BlackRock Saturn Subco, LLC | |||||||||
| BlackRock Finance, Inc. | |||||||||
| BlackRock Holdco 2, Inc. | |||||||||
| BlackRock Financial Management, Inc. | |||||||||
| BlackRock International Holdings, Inc. | |||||||||
| BlackRock Canada Holdings ULC | |||||||||
| BlackRock Asset Management Canada Limited | |||||||||
| 5 | |||||||||
| --- | |||||||||
| BlackRock, Inc. | |||||||||
| --- | |||||||||
| BlackRock Saturn Subco, LLC | |||||||||
| BlackRock Finance, Inc. | |||||||||
| BlackRock Holdco 2, Inc. | |||||||||
| BlackRock Financial Management, Inc. | |||||||||
| BlackRock Capital Holdings, Inc. | |||||||||
| BlackRock Advisors, LLC | |||||||||
| BlackRock, Inc. | |||||||||
| BlackRock Saturn Subco, LLC | |||||||||
| BlackRock Finance, Inc. | |||||||||
| Trident Merger, LLC | |||||||||
| BlackRock Investment Management, LLC | |||||||||
| Amethyst Intermediate, LLC | |||||||||
| Aperio Holdings, LLC | |||||||||
| Aperio Group, LLC | |||||||||
| 10. In case of proxy voting, please identify: | |||||||||
| Name of the proxy holder | |||||||||
| The number and % of voting rights held | |||||||||
| The date until which the voting rights will be held | |||||||||
| 11. Additional information ^xvi^ | |||||||||
| --- | |||||||||
| BlackRock Regulatory Threshold Reporting Team<br><br><br><br>Jana Blumenstein<br><br>020 7743 3650 | |||||||||
| Place of completion | 12 Throgmorton Avenue, London, EC2N 2DL, U.K. | ||||||||
| --- | --- | ||||||||
| Date of completion | 14 July 2026 | ||||||||
| 6 | |||||||||
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Notes
^i^ Please note this form should be read jointly with the applicable Disclosure Guidance and Transparency Rules Chapter 5 (DTR5) available on the following link: https://www.handbook.fca.org.uk/handbook/DTR/5/?view=chapter
^ii^ Full name of the legal entity and further specification of the issuer or underlying issuer, provided it is reliable and accurate (e.g. address, LEI, domestic number identity). Indicate in the relevant section whether the issuer is a non UK issuer.
^iii^ Other reason for the notification could be voluntary notifications, changes of attribution of the nature of the holding (e.g. expiring of financial instruments) or acting in concert.
^iv^ This should be the full name of (a) the shareholder; (b) the natural person or legal entity acquiring, disposing of or exercising voting rights in the cases provided for in DTR5.2.1 (b) to (h); (c) all parties to the agreement referred to in DTR5.2.1 (a) or (d) the holder of financial instruments referred to in DTR5.3.1.
As the disclosure of cases of acting in concert may vary due to the specific circumstances (e.g. same or different total positions of the parties, entering or exiting of acting in concert by a single party) the standard form does not provide for a specific method how to notify cases of acting in concert.
In relation to the transactions referred to in DTR5.2.1 (b) to (h), the following list is provided as indication of the persons who should be mentioned:
- in the circumstances foreseen in DTR5.2.1 (b), the natural person or legal entity that acquires the voting rights and is entitled to exercise them under the agreement and the natural person or legal entity who is transferring temporarily for consideration the voting rights;
- in the circumstances foreseen in DTR5.2.1 (c), the natural person or legal entity holding the collateral, provided the person or entity controls the voting rights and declares its intention of exercising them, and natural person or legal entity lodging the collateral under these conditions;
- in the circumstances foreseen in DTR5.2.1 (d), the natural person or legal entity who has a life interest in shares if that person or entity is entitled to exercise the voting rights attached to the shares and the natural person or legal entity who is disposing of the voting rights when the life interest is created;
- in the circumstances foreseen in DTR5.2.1 (e), the controlling natural person or legal entity and, provided it has a notification duty at an individual level under DTR 5.1, under DTR5.2.1 (a) to (d) or under a combination of any of those situations, the controlled undertaking;
- in the circumstances foreseen in DTR5.2.1 (f), the deposit taker of the shares, if he can exercise the voting rights attached to the shares deposited with him at his discretion, and the depositor of the shares allowing the deposit taker to exercise the voting rights at his discretion;
- in the circumstances foreseen in DTR5.2.1 (g), the natural person or legal entity that controls the voting rights;
- in the circumstances foreseen in DTR5.2.1 (h), the proxy holder, if he can exercise the voting rights at his discretion, and the shareholder who has given his proxy to the proxy holder allowing the latter to exercise the voting rights at his discretion (e.g. management companies).
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^v^ Applicable in the cases provided for in DTR5.2.1 (b) to (h). This should be the full name of the shareholder who is the counterparty to the natural person or legal entity referred to DTR5.2 unless the percentage of voting rights held by the shareholder is lower than the lowest notifiable threshold for the disclosure of voting rights holdings in accordance with national practices (e.g. identification of funds managed by management companies).
^vi^ The date on which threshold is crossed or reached should be the date on which the acquisition or disposal took place or the other reason triggered the notification obligation. For passive crossings, the date when the corporate event took effect.
^vii^ The total number of voting rights held in the issuer shall be composed of all the shares, including depository receipts representing shares, to which voting rights are attached even if the exercise thereof is suspended.
^viii^ If the holding has fallen below the lowest applicable threshold, please note that it might not be necessary to disclose the extent of the holding, only that the new holding is below that threshold.
^ix^ In case of combined holdings of shares with voting rights attached "direct holding" and voting rights "indirect holding", please split the voting rights number and percentage into the direct and indirect columns – if there is no combined holdings, please leave the relevant box blank.
^x^ Date of maturity/expiration of the financial instrument i.e. the date when right to acquire shares ends.
^xi^ If the financial instrument has such a period – please specify this period – for example once every 3 months starting from [date].
^xii^ In case of cash settled instruments the number and percentages of voting rights is to be presented on a delta-adjusted basis (DTR 5.3.3.A).
^xiii^ If the person subject to the notification obligation is either controlled and/or does control another undertaking then the second option applies.
^xiv^ The full chain of controlled undertakings starting with the ultimate controlling natural person or legal entity has to be presented also in the cases, in which only on subsidiary level a threshold is crossed or reached and the subsidiary undertaking discloses the notification as only in this way will the markets get always the full picture of the group holdings. In case of multiple chains through which the voting rights and/or financial instruments are effectively held the chains have to be presented chain by chain by numbering each chain accordingly. Please see the below example:
Name of ultimate controlling person A (chain 1)
Name of controlled undertaking B
Name of controlled undertaking C
Name of ultimate controlling person A (chain 2)
Name of controlled undertaking B
Name of controlled undertaking D
Name of ultimate controlling person A (chain3)
Name of controlled undertaking E
Name of controlled undertaking F
^xv^ The names of controlled undertakings through which the voting rights and/or financial instruments are effectively held have to be presented irrespectively whether the controlled undertakings cross or reach the lowest applicable threshold themselves.
^xvi^ Example: Correction of a previous notification.
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