SMX (Security Matters) Public Limited Company filed a Form 6-K on November 13, 2026, disclosing an amendment to its 2022 Incentive Equity Plan and the subsequent grant of restricted stock units to executives, directors, and other recipients.

Key Highlights

  • Plan expanded: On November 10, 2026, the company amended its 2022 Incentive Equity Plan to increase authorized ordinary shares from 279,157 to 901,157.
  • Share consolidation context: The 279,157 share figure reflects the company's 2.8-for-1 share consolidation effective as of November 9, 2026.
  • No shareholder vote: The company elected to approve the amendment without shareholder approval, citing Nasdaq Rule 5615(a)(3), which permits foreign private issuers to follow home country corporate governance practices.
  • CEO grant: As of November 12, 2026, Haggai Alon, Chief Executive Officer, received 188,000 RSUs.
  • Other named officers: Amir Bader, Interim CFO, and Zeren Browne, Executive Vice President and Chief Strategy Officer, each received 25,000 RSUs.
  • Broad-based grants: An aggregate of 77,000 RSUs went to other directors; an aggregate of 307,000 RSUs went to advisory board members, employees, and other service providers.
  • Vesting schedule: 75% of most RSUs vested on the grant date, with the remaining 25% vesting on March 31, 2027; 59,000 RSUs granted to certain advisory board members and service providers vested in full upon grant.

SMX Expands Equity Plan and Issues RSUs to Leadership and Advisors

According to the filing, SMX (Security Matters) Public Limited Company, listed on NASDAQ:SMX, amended its 2022 Incentive Equity Plan on November 10, 2026. The amendment raised the number of ordinary shares authorized for issuance under the plan from 279,157 to 901,157, an increase of 622,000 shares. The company noted that the pre-amendment figure already accounts for the 2.8-for-1 share consolidation that became effective November 9, 2026, the day before the amendment.

The company disclosed that it did not seek shareholder approval for the amendment. As a foreign private issuer, the registrant stated it is "permitted under Nasdaq Rule 5615(a)(3) to follow home country corporate governance practices in lieu of certain of the requirements of the Nasdaq Rule 5600 Series and Rule 5250(d)," and it elected to exercise that option in approving the amendment.

Two days after the amendment, on November 12, 2026, the company granted a total of 622,000 RSUs across multiple recipient groups. Chief Executive Officer Haggai Alon received the largest individual grant at 188,000 RSUs. Interim CFO Amir Bader and EVP and Chief Strategy Officer Zeren Browne each received 25,000 RSUs. The remaining directors collectively received 77,000 RSUs, and advisory board members, employees, and other service providers received an aggregate of 307,000 RSUs. For most recipients, 75% of RSUs vested immediately on the grant date, with the remaining 25% scheduled to vest on March 31, 2027. For an aggregate of 59,000 RSUs granted to certain advisory board members and service providers, the filing stated those units vested in full upon grant.

What Was Disclosed

The Form 6-K reported the November 10, 2026 amendment expanding the company's equity incentive plan and the November 12, 2026 RSU grants totaling 622,000 units to executives, directors, and other recipients, with most awards partially vesting immediately and the remainder on March 31, 2027.