Aqua Metals (AQMS) CEO equity vesting triggers tax share withholding

Rhea-AI Filing Summary

Aqua Metals, Inc. reported that Chief Executive Officer Stephen Cotton had shares withheld to cover taxes tied to an equity award. On April 13, 2026, 2,352 shares of common stock were withheld and returned to the company plan to satisfy tax liability from a vesting restricted share grant.

After this tax-withholding disposition, Cotton directly holds 219,673 shares of common stock, which includes 87,192 shares underlying unvested restricted stock units that are not yet deliverable. The event reflects routine administration of equity compensation rather than an open-market trade.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Cotton Stephen

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	2,352	$3.92	$9K

Holdings After Transaction: Common Stock — 219,673 shares (Direct)

Footnotes (1)

1. Represents the number of shares withheld and returned to the plan to cover the tax liability of the April 13, 2026 vesting of a previously reported restricted share grant represented in Table I. Includes 87,192 shares underlying restricted stock units ("RSUs") that are not yet vested and deliverable.

Key Figures

Shares withheld for taxes: 2,352 shares Price per withheld share: $3.92 per share Shares held after transaction: 219,673 shares +1 more

4 metrics

Shares withheld for taxes 2,352 shares Withheld and returned to plan on April 13, 2026

Price per withheld share $3.92 per share Value used for tax-withholding disposition

Shares held after transaction 219,673 shares Common stock directly held by Stephen Cotton after April 13, 2026

Unvested RSU underlying shares 87,192 shares Shares underlying RSUs not yet vested and deliverable

Key Terms

restricted stock units ("RSUs"), tax liability, withheld and returned to the plan

3 terms

restricted stock units ("RSUs") financial

"Includes 87,192 shares underlying restricted stock units ("RSUs") that are not yet vested"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

tax liability financial

"withheld and returned to the plan to cover the tax liability of the April 13, 2026 vesting"

withheld and returned to the plan financial

"Represents the number of shares withheld and returned to the plan to cover the tax liability"

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Cotton Stephen

(Last) (First) (Middle)

5370 KIETZKE LN

SUITE 201

(Street)

RENO NEVADA 89511

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Aqua Metals, Inc. [ AQMS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/13/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/13/2026		F(1)		2,352	D	$3.92	219,673(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents the number of shares withheld and returned to the plan to cover the tax liability of the April 13, 2026 vesting of a previously reported restricted share grant represented in Table I.

2. Includes 87,192 shares underlying restricted stock units ("RSUs") that are not yet vested and deliverable.

	/s/ Eric West, by power of attorney	04/15/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Aqua Metals (AQMS) report for Stephen Cotton?

Aqua Metals reported a tax-related share disposition for CEO Stephen Cotton. On April 13, 2026, 2,352 common shares were withheld and returned to the company plan to cover tax liability from a vesting restricted share grant, not through an open-market sale.

How many Aqua Metals (AQMS) shares does CEO Stephen Cotton hold after this filing?

Following the tax-withholding transaction, Stephen Cotton directly holds 219,673 Aqua Metals common shares. This figure includes both fully owned shares and equity from prior awards, and it reflects his position after 2,352 shares were withheld to satisfy the April 13, 2026 tax obligation.

Were Stephen Cotton’s Aqua Metals (AQMS) shares sold on the open market?

The shares were not sold on the open market. Instead, 2,352 shares were withheld and returned to the company’s equity plan to pay tax liability from a vesting restricted share grant, which is a routine administrative step in equity compensation, not a discretionary market trade.

What does the withheld share transaction mean for Aqua Metals (AQMS) investors?

The transaction reflects routine tax withholding on a vesting restricted share grant to the CEO. Such events are common in equity compensation programs and generally do not signal a change in management’s view of the company, since no open-market buying or selling occurred here.

How many unvested restricted stock units does Aqua Metals (AQMS) CEO Stephen Cotton have?

Stephen Cotton’s reported holdings include 87,192 shares underlying restricted stock units that are not yet vested and deliverable. These RSUs represent potential future share deliveries as vesting conditions are met, adding to his equity-based alignment with Aqua Metals’ long-term performance.