Form 4: Cotton Stephen reports acquisition/exercise transactions in AQMS

Rhea-AI Filing Summary

Cotton Stephen reported acquisition or exercise transactions in a Form 4 filing for AQMS. The filing lists transactions totaling 79,873 shares at a weighted average price of $4.72 per share. Following the reported transactions, holdings were 225,332 shares.

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)
02/13/2026

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	02/13/2026		A(1)		79,873	A	$4.72	225,332(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. The reporting person is reporting the acquisition of shares of the issuer's common stock pursuant to the Aqua Metals, Inc. 2026 Employee Stock Purchase Plan.

2. Includes 100,549 shares underlying restricted stock units ("RSUs") that are not yet vested and deliverable.

	/s/ Eric West, by power of attorney	02/17/2026
	** 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.

FAQ

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

Aqua Metals reported that CEO and director Stephen Cotton acquired 79,873 shares of common stock. The shares were obtained on February 13, 2026 through the company’s 2026 Employee Stock Purchase Plan, reflecting an equity-based compensation and ownership increase rather than an open-market share purchase.

At what price did Stephen Cotton acquire Aqua Metals (AQMS) shares?

Stephen Cotton acquired 79,873 Aqua Metals shares at $4.72 per share. The transaction was reported as a grant or other acquisition under the company’s 2026 Employee Stock Purchase Plan, indicating a structured equity program rather than discretionary market buying activity.

How many Aqua Metals (AQMS) shares does Stephen Cotton beneficially own after this transaction?

After the reported transaction, Stephen Cotton beneficially owns 225,332 shares of Aqua Metals common stock directly. This figure includes both currently held shares and 100,549 shares underlying unvested restricted stock units, which are reported as beneficial ownership but are not yet vested or deliverable.

What role do restricted stock units (RSUs) play in Stephen Cotton’s Aqua Metals (AQMS) holdings?

Stephen Cotton’s reported beneficial ownership includes 100,549 shares underlying restricted stock units. These RSUs are not yet vested or deliverable, meaning they represent future potential shares under equity award terms, rather than stock that can currently be sold or transferred in the market.

Was Stephen Cotton’s Aqua Metals (AQMS) transaction a market buy or a plan-related acquisition?

The filing describes the transaction as an acquisition of shares under the Aqua Metals, Inc. 2026 Employee Stock Purchase Plan. It is coded as a grant or other acquisition, indicating a plan-related equity transaction rather than an open-market purchase of common stock.