Aqua Metals CEO covers taxes with share withholding

Aqua Metals, Inc. Chief Executive Officer Stephen Cotton reported a tax-related share withholding tied to a vesting of restricted stock.

Accepted by SEC EDGAR 02/26/2026 - 07:54 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Aqua Metals, Inc. Chief Executive Officer Stephen Cotton reported a tax-related share withholding tied to a vesting of restricted stock. On the Form 4, 3,307 shares of common stock were disposed of at $4.76 per share to cover withholding taxes, as indicated by transaction code "F" for a tax-liability payment.

After this transaction, Cotton directly owned 222,025 shares of Aqua Metals common stock, which the filing notes includes 92,745 shares underlying unvested restricted stock units that are not yet deliverable.

Insider Trade Summary

Exercise Price or Tax Liability: 3,307 shares

Exercise Price or Tax Liability 1 txn

Insider Cotton Stephen

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	3,307	$4.76	$16K

Holdings After Transaction: Common Stock — 222,025 shares (Direct)

Footnotes (2)

1. F1. Represents the number of shares withheld and returned to the plan to cover the tax liability of the February 24, 2026 vesting of a previously reported restricted share grant represented in Table I.
2. F2. Includes 92,745 shares underlying restricted stock units ("RSUs") that are not yet vested and deliverable.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

Aqua Metals reported CEO Stephen Cotton disposed of 3,307 shares as a tax-withholding transaction. The shares were withheld upon vesting of previously granted restricted stock, rather than sold in an open market trade, and are coded as a tax-liability payment.

Was the Aqua Metals (AQMS) CEO’s Form 4 transaction an open market sale?

The transaction was not an open market sale. It is coded "F" on Form 4, meaning 3,307 shares were withheld and returned to the equity plan to cover tax liability from vesting restricted stock, rather than actively sold into the market.

How many Aqua Metals (AQMS) shares does CEO Stephen Cotton own after this Form 4?

After the tax-withholding disposition, Stephen Cotton directly owns 222,025 shares of Aqua Metals common stock. This total includes 92,745 shares underlying restricted stock units that are unvested and not yet deliverable, as disclosed in the filing footnotes.

What does the 92,745 unvested RSUs for Aqua Metals (AQMS) CEO represent?

The 92,745 shares represent underlying restricted stock units that have been granted but are not yet vested or deliverable. They are included in the reported ownership figure, but future vesting is required before those shares become fully owned and transferable.

What is transaction code "F" on the Aqua Metals (AQMS) CEO Form 4?

Transaction code "F" indicates shares were used to pay tax or exercise costs. In this case, 3,307 shares were withheld and returned to the company’s plan to satisfy the tax liability from a February 24, 2026 restricted stock vesting.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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 NV 89511

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

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

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

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

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	02/24/2026		F(1)		3,307	D	$4.76	222,025(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 February 24, 2026 vesting of a previously reported restricted share grant represented in Table I.

2. Includes 92,745 shares underlying restricted stock units ("RSUs") that are not yet vested and deliverable.

	/s/ Eric West, by power of attorney	02/26/2026
	** 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).
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