SCHEDULE: SMX CEO Alon Discloses 16.24% Stake via Equity Plan

SMX (Security Matters) Public Limited Company's Chairman and CEO, Haggai Alon, has disclosed a 16.24% beneficial ownership stake in the company, primarily through vested restricted stock units from the 2022 Incentive Equity Plan.

Summary

• Haggai Alon, Chairman and CEO of SMX (Security Matters) Public Limited Company, beneficially owns 224,501 Ordinary Shares.
• This represents approximately 16.24% of the 1,382,773 outstanding Ordinary Shares as of November 20, 2025.
• The shares were acquired for compensatory purposes through vested Restricted Stock Units (RSUs) under the Company's 2022 Incentive Equity Plan.
• Alon's ownership would increase to 2,224,501 Ordinary Shares, representing 23.93% of outstanding shares as of April 23, 2026, if 2,000,000 unvested RSUs were included.
• The filing states no current plans for changes in control or other significant corporate actions by the Reporting Person.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive development due to strong insider alignment, though the implied share dilution warrants further investigation into the company's capital structure changes.

Positives

• Increased alignment of management and shareholder interests through significant equity ownership by the CEO.
• The CEO's stake, including unvested RSUs, could reach nearly 24%, demonstrating strong long-term commitment to the company.

Negatives

• The beneficial ownership percentage decreased from 16.24% (as of 11/20/2025) to 3.08% (as of 04/23/2026) when considering the larger number of outstanding shares on the later date, indicating significant dilution or new share issuance.

Risks

• Potential future dilution from the 2022 Incentive Equity Plan, which authorizes 4,754,592 Ordinary Shares for grant.
• The significant difference in outstanding shares between November 20, 2025 (1,382,773) and April 23, 2026 (7,297,433) suggests substantial share issuance, which could dilute existing shareholders.

Future Outlook

The Reporting Person may acquire additional securities in the Company pursuant to the Incentive Plan. No other specific plans or proposals related to corporate changes are currently in place, but these may change depending on various factors.

Management Comments

• The Reporting Person acquired the securities described in Item 3 for compensatory purposes pursuant to the Incentive Plan.
• Subject to applicable law and the Company's Articles of Association, the Reporting Person may acquire additional securities in the Company pursuant to the Incentive Plan.

Industry Context

StockSavvy.ai notes that significant insider ownership, especially by a CEO, is generally viewed positively as it aligns management's interests with those of shareholders. However, the substantial increase in outstanding shares between the two reported dates (November 2025 and April 2026) could indicate significant dilution, which is a common concern in growth-stage companies or those undergoing restructuring.

Comparison to Industry Standards

• A CEO holding over 16% (or potentially 23.93% including unvested RSUs) of a company's shares is a substantial stake, often exceeding the average for CEOs in publicly traded companies, particularly in larger market cap firms where CEO ownership might be in the low single digits.
• For smaller or emerging technology companies, such high insider ownership can be more common and is often seen as a sign of strong commitment and belief in the company's future, similar to founders retaining significant stakes in companies like Palantir Technologies (Alex Karp) or Tesla (Elon Musk) in their earlier stages.
• The dilution implied by the increase in outstanding shares from 1.38 million to 7.29 million within a few months is significant and would warrant closer examination compared to industry norms, which typically see more gradual share count increases unless a major capital event (e.g., large acquisition, significant public offering) has occurred.

Stakeholder Impact

• Shareholders: Increased alignment with CEO's interests, but potential for future dilution from the incentive plan and past dilution implied by increased outstanding shares.
• Employees: The Incentive Plan provides equity compensation opportunities.

Next Steps

• The Reporting Person may acquire additional securities in the Company pursuant to the Incentive Plan.

Key Dates

Recommendation

The filing primarily details a CEO's existing beneficial ownership derived from an incentive plan, which is a standard disclosure. While high insider ownership is generally positive for alignment, the significant increase in outstanding shares between the two reported dates suggests substantial dilution, which could be a concern. Without further financial context or operational updates, a 'hold' recommendation is appropriate, advising investors to monitor future filings for more comprehensive financial performance and capital structure details.

Keywords

SMX, Security Matters, Haggai Alon, Schedule 13D, Beneficial Ownership, Restricted Stock Units, Incentive Equity Plan, CEO Stake, Corporate Governance, Shareholder Alignment