Aqua Metals (AQMS) CEO cancels unvested RSUs and all PSU awards

Rhea-AI Filing Summary

Aqua Metals, Inc. Chief Executive Officer and director Stephen Cotton reported voluntary cancellations of unvested equity awards. On 01/07/2026, he forfeited 2,100 shares of common stock at $0, reflecting the cancellation of unvested restricted stock units. After this adjustment, he directly beneficially owned 145,459 shares of common stock, which includes 100,549 shares underlying restricted stock units that are not yet vested and deliverable. Cotton also voluntarily forfeited and cancelled multiple performance share unit awards, including blocks of 1,510 units tied to dates in 2025 and 2026 and 4,530 units tied to 2027, leaving him with 0 performance share units outstanding.

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

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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)
01/07/2026

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	01/07/2026		D(1)		2,100	D	$0	145,459(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
Performance Share Units	$0	01/07/2026		D(3)			1,510	12/31/2025	12/31/2025	Common Stock	1,510	$0	0	D
Performance Share Units	$0	01/07/2026		D(3)			1,510	12/31/2026	12/31/2026	Common Stock	1,510	$0	0	D
Performance Share Units	$0	01/07/2026		D(3)			1,510	12/31/2027	12/31/2027	Common Stock	1,510	$0	0	D
Performance Share Units	$0	01/07/2026		D(3)			4,530	12/31/2027	12/31/2027	Common Stock	4,530	$0	0	D

Explanation of Responses:

1. Represents voluntary agreement to forfeit and cancel unvested restricted stock units ("RSUs") previously granted and reported on Table I.

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

3. Represents voluntary agreement to forfeit and cancel all outstanding performance stock units ("PSUs") previously granted and reported on Table II.

	/s/ Eric West, by power of attorney	01/09/2026
	** 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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FAQ

What did Aqua Metals (AQMS) CEO Stephen Cotton report in this Form 4?

Stephen Cotton reported voluntary forfeitures and cancellations of unvested equity awards, including 2,100 shares of common stock from restricted stock units and multiple performance share unit grants, all at $0 per unit.

How many Aqua Metals shares does Stephen Cotton own after the reported transactions?

After the reported transactions, Stephen Cotton directly beneficially owned 145,459 shares of Aqua Metals common stock, including 100,549 shares underlying restricted stock units that are not yet vested and deliverable.

Were any of Stephen Cotton's Aqua Metals shares sold for cash in this filing?

No cash sales were reported. The common stock and performance share unit entries reflect voluntary forfeiture and cancellation at a reported price of $0 per share or unit, rather than market sales.

What happened to Stephen Cotton's performance share units in Aqua Metals?

Stephen Cotton voluntarily agreed to forfeit and cancel all outstanding performance stock units (PSUs) previously granted, including awards of 1,510 units linked to 12/31/2025 and 12/31/2026, and 4,530 units linked to 12/31/2027, leaving 0 PSUs owned.

How is the 2,100-share transaction in Aqua Metals common stock described?

The 2,100-share common stock transaction is coded as a disposition at $0 and described in the notes as a voluntary agreement to forfeit and cancel unvested restricted stock units previously reported.

Does this Aqua Metals Form 4 involve indirect ownership through another entity?

No indirect ownership structures are disclosed in the excerpt. The reported holdings and transactions for Stephen Cotton are shown with direct (D) ownership and without a specified nature of indirect beneficial ownership.