Aqua Metals (AQMS) Form 4: CEO Awarded RSUs Vesting Over Three Years

Rhea-AI Filing Summary

Aqua Metals (AQMS) reporting person Stephen Cotton, who serves as Chief Executive Officer and a director, received 46,824 restricted stock units (RSUs) on 08/19/2025 under the company's 2025 Long Term Incentive Program as non-cash stock awards. The RSUs vest in six equal semi-annual installments over three years, with each RSU convertible into one share of common stock. Following the grant, the filing shows 106,039 shares beneficially owned by Mr. Cotton. On 08/20/2025, 1,920 shares were withheld to cover tax liabilities related to a prior restricted share vesting, leaving 104,119 shares beneficially owned. The form was signed by power of attorney on 08/21/2025.

Positive

• 46,824 RSUs granted under the 2025 Long Term Incentive Program as non-cash stock awards
• Time-based vesting schedule: RSUs vest in six equal semi-annual installments over three years, supporting retention

Negative

• 1,920 shares withheld on 08/20/2025 to cover tax liabilities, reducing immediate reported ownership

Insights

Corporate Governance Expert

TL;DR: CEO received time-based RSUs that vest over three years; routine executive compensation disclosure with no indicated change in control or cash payout.

The grant of 46,824 RSUs under the 2025 Long Term Incentive Program is a time-based equity award tied to continued service, vesting in six semi-annual installments over three years. This aligns executive pay with future performance and retention objectives and increases potential dilution only as RSUs settle into common stock over time. The withholding of 1,920 shares to satisfy tax withholding is a customary administrative action and does not indicate a change in ownership intent. Overall, the filing is a routine compensation disclosure rather than a governance event.

Executive Compensation Analyst

TL;DR: The award is a non-cash equity grant; materiality is limited to dilution timing and retention mechanics.

The RSU grant is explicitly non-cash and delivers one share per unit when settled, meaning future share issuance will occur as vesting tranches are delivered. The filing discloses 76,057 additional unvested RSUs included in Mr. Cotton's holdings, indicating a multi-year equity package in place. The tax-withholding of 1,920 shares on 08/20/2025 relates to a previously reported restricted share vesting and is an administrative reduction in reported beneficial ownership. There is no evidence in this filing of performance conditions, accelerated vesting, or cash compensation changes.

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)
08/19/2025

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	08/19/2025		A		46,824	A	$3.95	106,039(1)	D
Common Stock	08/20/2025		F(2)		1,920	D	$3.68	104,119(3)	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 46,824 shares underlying restricted stock units ("RSUs") that are not yet vested and deliverable. The RSUs will vest and be settled in six equal semi-annual installments over a three year period, subject to the Reporting Person's continuation of service with the Company. These RSUs have been granted under the Company's 2025 Long Term Incentive Program as non-cash stock awards. Each RSU shall entitle its holder to receive one Common Stock of the issuer.

2. Represents the number of shares withheld and returned to the plan to cover the tax liability of the August 19, 2025 vesting of a previously reported restricted share grant represented in Table I.

3. Includes 76,057 shares underlying restricted stock units ("RSUs") that are not yet vested and deliverable.

	/s/ Eric West, by power of attorney	08/21/2025
	** 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

Who filed this Form 4 for AQMS?

The reporting person is Stephen Cotton, identified as Chief Executive Officer and a director of Aqua Metals, Inc.

What equity was granted to AQMS reporting person on 08/19/2025?

The filing reports a grant of 46,824 restricted stock units (RSUs) on 08/19/2025 under the 2025 Long Term Incentive Program.

How do the RSUs vest?

The RSUs vest and will be settled in six equal semi-annual installments over three years, subject to continuation of service.

How many shares were withheld for taxes and when?

1,920 shares were withheld and returned to the plan on 08/20/2025 to cover the tax liability from a prior restricted share vesting.

What were Stephen Cotton's reported beneficial holdings after the transactions?

The filing reports 104,119 shares beneficially owned after the 08/20/2025 withholding; it also notes 106,039 shares following the 08/19/2025 grant prior to withholding.