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 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

For the month of February 2026

Commission File Number: 001-41639

SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY

(Exact Name of Registrant as Specified in Charter)

Mespil Business Centre, Mespil House

Sussex Road, Dublin 4, Ireland

Tel: +353-1-920-1000

(Address of Principal Executive Offices) (Zip Code)

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 ☐

~~Form~~Upon ~~20-F~~the ☒opening ~~Form~~of 40business on February 17, 2026, SMX (Security Matters) Public Limited Company’s (the “Company”) ordinary shares will begin trading on the Nasdaq Capital Market (“Nasdaq”) on a post-Freverse ☐stock split basis under the current symbol “SMX”. The new CUSIP number of the Company’s ordinary shares will be G8267K 406 and the new ISIN code will be IE000B5COQZ5.

On ~~February~~May 52, ~~2026~~2025, ~~SMX (Security Matters) Public Limited Company (~~the “Company”)’s ~~and~~Shareholders ~~Target~~approved ~~Capital 1 LLC (“Target”) entered into~~ a ~~Second~~proposal ~~Amendment~~ to ~~Standby~~amend ~~Equity Purchase Agreement (~~the ~~“Amendment”),~~Company’s ~~which~~constitution ~~amends~~to ~~the~~allow ~~terms of~~ the Company’s ~~Standby~~Board ~~Equity~~of ~~Purchase~~Director’s ~~Agreement,~~to ~~dated~~consolidate asand/or ofdivide ~~December~~all 1,or ~~2025,~~any asof ~~amended~~the ~~and~~Company’s ~~supplemented~~classes byof ~~that~~shares ~~Amendment~~as ~~and~~the ~~Addendum~~Board toof ~~Standby~~Directors ~~Equity~~sees ~~Purchase~~fit. ~~Agreement~~As such, ~~dated~~Shareholder asapproval ofwas ~~December~~not 9,required ~~2025~~to (effect the ~~“Agreement”)~~reverse stock split.

The ~~Amendment~~Company’s ~~increased~~Board ~~the~~of ~~size~~Directors’ offixed the ~~Commitment~~split ~~Amount~~ratio ~~under~~at 4.8828125:1, every 4.8828125 ordinary shares of the ~~Agreement~~Company ~~from~~with a nominal value of $~~100,000,000~~0.00000000002502543568 toper share will be automatically combined into one (1) ordinary share with a nominal value of $~~250,000,000~~0.00000000012219451015625 per share.

~~Through~~The ~~February~~Reverse 5,Stock ~~2026,~~Split ~~the~~will ~~Company~~reduce ~~has~~the ~~drawn~~number ~~down~~of anoutstanding ~~aggregate~~shares of the Company from approximately ~~$8.9~~10 million ~~from~~to ~~the~~2 ~~Commitment~~million ~~Amount~~and ~~under~~will affect ~~the~~all ~~Agreement,~~outstanding ordinary shares. Every 4.8828125 outstanding ordinary shares will be combined into and ~~has~~automatically become 1 post-Reverse Stock Split ordinary share. No fractional shares will be issued anin ~~aggregate~~connection ofwith ~~685~~the reverse stock split. Instead,~~471~~ the Company will aggregate the fractional entitlements of ~~its~~shareholders ~~ordinary~~who ~~shares~~otherwise would be entitled to ~~Target~~receive asfractional shares because they hold a ~~result~~number of ordinary shares not evenly divisible by 4.8828125 ~~The~~ordinary ~~Company~~shares ~~intends~~pursuant to ~~continue to~~the ~~draw~~reverse ~~down~~stock ~~from~~split or they hold less than the ~~Commitment~~number ~~Amount~~of ~~from~~ordinary ~~time~~shares towhich ~~time~~should be consolidated into one ordinary share pursuant to the ~~terms~~reverse ~~and~~stock ~~conditions~~split ofand, to the ~~Agreement~~extent possible, assell ~~amended~~such byaggregated fractional ordinary shares on the ~~Amendment, and~~basis ~~applicable~~of ~~law~~prevailing market prices at such time.

InAfter ~~addition, RBW Capital Partners LLC (a division of Dawson James Securities, Inc.),~~ the ~~placement~~Reverse ~~agent~~Stock ~~for the offerings pursuant to the Agreement~~Split, asall ~~amended~~outstanding ~~by the Amendment, has agreed that it will charge the~~ Company ~~a cash fee equal to (a) 4% for the first $20~~options,~~000,000 of~~ ~~aggregate~~warrants ~~gross~~and ~~cash~~other ~~proceeds~~applicable ~~that~~convertible ~~may be drawn down from the Commitment Amount~~securities, ~~(b)~~including ~~3% for~~ the ~~next $80,000,000 of aggregate gross~~Company’s ~~cash~~warrants ~~proceeds~~listed ~~that~~on ~~may~~the beNasdaq ~~drawn~~Capital ~~down~~Market ~~from~~under the ~~Commitment~~symbol ~~Amount~~SMXWW ~~and~~which ~~(c)~~will 2%retain ~~for~~its ~~the~~existing ~~last~~CUSIP ~~$150~~number,~~000,000~~ ofwill ~~aggregate~~be ~~gross cash proceeds~~proportionately ~~that~~adjusted ~~may~~in beaccordance ~~drawn~~with ~~down~~their ~~from~~respective ~~the Commitment Amount~~terms.

~~The~~In ~~foregoing~~connection iswith athe ~~brief~~Reverse ~~description~~Stock ofSplit, the ~~Amendment,~~Company ~~and~~amended isthe ~~qualified~~Public inLimited ~~its~~Company ~~entirety~~Constitution byof ~~reference~~SMX (Security Matters) Public Limited Company Memorandum of Association (“Amended Constitution”) to reflect the ~~full~~adjustment ~~text~~ of ~~such~~the ~~document,~~par ~~which~~value. Attached to isthis ~~attached~~report ~~hereto~~on Form 6-K (this “Report”) as ~~Exhibits~~Exhibit 991.1 is a copy of such Amended Constitution.

Exhibit Number		Description
99.1		Second Amendment to Standby Equity Purchase Agreement

Attached to this Report as Exhibit 99.1 is a copy of the press release dated November 14, 2025 titled “SMX Announces Effective Date of Reverse Stock Split.”

Exhibit Number		Description
1.1		Public Limited Company Constitution of SMX (Security Matters) Public Limited Company Memorandum of Association
99.1		Press release dated February 12, 2026

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.

Date: February 612, 2026

	SMX (SECURITY MATTERS) PUBLIC LIMITED COMPANY

	By:	/s/ Haggai Alon
	Name:	Haggai Alon
	Title:	Chief Executive Officer

Filing Compare · SMX (Security Matters) Public Ltd Co