Aqua Metals (NASDAQ: AQMS) CEO has shares withheld for taxes owed

Rhea-AI Filing Summary

Aqua Metals, Inc. (AQMS) reported a routine insider equity transaction by Chief Executive Officer and Director Stephen Cotton. On January 2, 2026, 3,208 shares of common stock were withheld and returned to the company’s equity plan to cover tax liabilities arising from the vesting of a previously reported restricted share grant, rather than being sold on the open market.

Following this tax withholding, Cotton beneficially owned 147,559 shares of Aqua Metals common stock, including 102,649 shares underlying restricted stock units (RSUs) that have not yet vested or become deliverable. The filing is a compliance disclosure showing how vested equity awards are used to satisfy personal tax obligations while retaining a substantial equity position.

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

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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)
01/02/2026

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	01/02/2026		F(1)		3,208	D	$4.8	147,559(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 January 2, 2026 vesting of a previously reported restricted share grant represented in Table I.

2. Includes 102,649 shares underlying restricted stock units ("RSUs") that are not yet vested and deliverable.

	/s/ Eric West, by power of attorney	01/06/2026
	** 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.
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FAQ

What insider transaction did Aqua Metals (AQMS) report in this Form 4?

The filing reports that Chief Executive Officer and Director Stephen Cotton had 3,208 shares of Aqua Metals common stock withheld on January 2, 2026 to cover tax liabilities from a vesting restricted share grant.

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

No. The Form 4 explains that the 3,208 shares represent shares withheld and returned to the plan to cover tax obligations from a vesting equity award, rather than shares sold on the open market.

How many Aqua Metals (AQMS) shares does the CEO own after this transaction?

After the reported transaction, Stephen Cotton beneficially owned 147,559 shares of Aqua Metals common stock, as shown in the Form 4.

How many unvested RSUs does the Aqua Metals (AQMS) CEO have?

The filing states that Cotton’s holdings include 102,649 shares underlying restricted stock units (RSUs) that are not yet vested and deliverable.

What does transaction code "F" mean in the Aqua Metals Form 4?

Transaction code "F" indicates a tax-related transaction, where shares are withheld by the issuer to satisfy tax withholding obligations upon the vesting of equity awards such as restricted stock or RSUs.

What role does Stephen Cotton hold at Aqua Metals (AQMS)?

Stephen Cotton is identified in the filing as a Director and Chief Executive Officer of Aqua Metals, Inc.