Aqua Metals CEO has 3,305 shares withheld for tax

Aqua Metals, Inc. (AQMS) reported a Form 4 transaction by Chief Executive Officer and director Stephen Cotton.

Rhea-AI Filing Summary

Aqua Metals, Inc. (AQMS) reported a Form 4 transaction by Chief Executive Officer and director Stephen Cotton. On August 19, 2026, 3,305 shares of common stock were withheld and returned to the company’s equity plan at $2.67 per share to cover tax liabilities from the vesting of a previously granted restricted share award. Following this withholding transaction, Cotton directly holds 213,966 common shares, which includes 73,718 shares underlying unvested RSUs that are not yet deliverable.

Insider Trade Summary

Tax Withholding: 3,305 shares

Tax Withholding 1 txn

Insider Cotton Stephen

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1, F2	3,305	$2.67	$9K

Holdings After Transaction: Common Stock — 213,966 shares (Direct)

Footnotes (2)

1. F1. Represents the number of shares withheld and returned to the plan to cover the tax liability of the August 19, 2026 vesting of a previously reported restricted share grant represented in Table I.
2. F2. Includes 73,718 shares underlying restricted stock units ("RSUs") that are not yet vested and deliverable.

Key Figures

Shares withheld for tax liability: 3,305 shares Withholding price per share: $2.67 per share Shares held after transaction: 213,966 shares +2 more

5 metrics

Shares withheld for tax liability 3,305 shares Code F withholding on August 19, 2026

Withholding price per share $2.67 per share Price used for the 3,305 withheld shares

Shares held after transaction 213,966 shares Direct holdings of Stephen Cotton following the August 19, 2026 transaction

Unvested RSUs included in holdings 73,718 shares underlying RSUs Portion of post-transaction holdings that is unvested and not yet deliverable

Exercise price or tax-liability shares 3,305 shares Shares counted in exercise price or tax liability category in transaction summary

Key Terms

restricted stock units ("RSUs"), withheld and returned to the plan, tax liability, code F

4 terms

restricted stock units ("RSUs") financial

"Includes 73,718 shares underlying restricted stock units ("RSUs") that are not yet vested"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

withheld and returned to the plan financial

"Represents the number of shares withheld and returned to the plan to cover the tax"

tax liability financial

"to cover the tax liability of the August 19, 2026 vesting of a previously"

code F regulatory

"Payment of tax liability by delivering or withholding securities"

FAQ

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

What insider transaction did Aqua Metals (AQMS) report for Stephen Cotton on August 19, 2026?

Stephen Cotton had 3,305 shares of Aqua Metals common stock withheld and returned to the equity plan at $2.67 per share to satisfy tax liability arising from the vesting of a previously reported restricted share grant.

Was the Aqua Metals (AQMS) Form 4 transaction a market sale or purchase?

No. The Form 4 shows a code F transaction, meaning shares were withheld and returned to the plan to pay tax liability on a vesting restricted share grant, rather than a market sale or open-market purchase.

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

After the transaction, Stephen Cotton directly holds 213,966 shares of Aqua Metals common stock, which the filing states includes 73,718 shares underlying restricted stock units that are not yet vested and deliverable.

What price per share is associated with the withheld Aqua Metals (AQMS) shares?

The 3,305 withheld shares related to tax payments are recorded at a price of $2.67 per share, as disclosed for the August 19, 2026 code F transaction in the Form 4.

What does the footnote about RSUs in the Aqua Metals (AQMS) Form 4 indicate?

The footnote states that post-transaction holdings include 73,718 shares underlying restricted stock units (RSUs) that are not yet vested and deliverable, meaning those shares remain subject to vesting conditions.

Is the August 19, 2026 Aqua Metals (AQMS) insider transaction under a Rule 10b5-1 plan?

The filing’s Rule 10b5-1 affirmation box is unchecked (aff_10b5_one is false), and the transaction is reported as payment of tax liability by delivering or withholding securities, not as a trade under a pre-arranged trading plan.

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

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Accepted by SEC EDGAR 08/21/2026 - 04:02 PM EDT Learn about SEC filing dates

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 NEVADA 89511

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/19/2026

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

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

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

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	08/19/2026		F(1)		3,305	D	$2.67	213,966(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 August 19, 2026 vesting of a previously reported restricted share grant represented in Table I.

2. Includes 73,718 shares underlying restricted stock units ("RSUs") that are not yet vested and deliverable.

	/s/ Eric West, by power of attorney	08/21/2026
	** 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.
* Form 4: SEC 1474 (03-26)