Aqua Metals (AQMS) insider filing: Cotton receives equity award, RSUs disclosed

Rhea-AI Filing Summary

Stephen Cotton, CEO and Director of Aqua Metals, Inc. (AQMS), reported transactions on Form 4 dated 09/19/2025. He was issued 11,250 shares of common stock on a fully vested basis at no cash cost, and 4,765 shares were withheld and returned to the plan to cover tax withholding related to that award at an effective price of $4.12 per share. After these transactions he beneficially owned 115,369 shares, which includes 76,057 shares underlying unvested restricted stock units that are not yet deliverable.

Positive

• 11,250 shares issued to the CEO on a fully vested basis, increasing executive alignment with shareholders
• Clear disclosure that 4,765 shares were withheld to cover tax liability, indicating administrative handling of compensation

Negative

• The reporting shows 76,057 RSU shares unvested, representing potential future dilution when delivered
• Withholding of shares at an effective price of $4.12 reduced the CEO's net new shares received

Insights

Corporate Governance Expert

TL;DR: CEO received a fully vested equity award and used a share-withholding to cover taxes; holdings include significant unvested RSUs.

The Form 4 shows routine executive equity compensation activity rather than open-market purchases or sales. The issuance of 11,250 shares on a fully vested basis increases the CEO's immediate equity stake without an associated cash purchase, while the withholding of 4,765 shares to satisfy tax obligations is a common administrative step that reduces net issuance. The disclosure that 76,057 RSU-based shares remain unvested is material for governance and dilution modeling because those RSUs represent potential future share delivery and incentive alignment.

Securities Analyst

TL;DR: Transactions are compensatory and administrative; they do not reflect open-market trading or a cash sale by the CEO.

From an investor-impact perspective, this filing documents compensation-related share issuance rather than a signaling sale. The net change in beneficial ownership is modest relative to typical public-company floats; the tax-withholding disposition at $4.12 per share indicates the company facilitated withholding rather than a market sale. The presence of 76,057 unvested RSUs should be tracked for future dilution when those units vest and are delivered.

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
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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)
09/19/2025

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	09/19/2025		A		11,250(1)	A	$0	115,369	D
Common Stock	09/19/2025		F		4,765(2)	D	$4.12	110,604(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 11,250 of common stock issued to the reporting person on a fully vested basis.

2. Represents the number of shares withheld and returned to the plan to cover the tax liability of the September 19, 2025 stock awarded.

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

	/s/ Eric West, by power of attorney	09/23/2025
	** 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

What transactions did AQMS CEO Stephen Cotton report on Form 4?

He reported the issuance of 11,250 common shares on a fully vested basis and the withholding of 4,765 shares to cover tax obligations related to that award.

How many AQMS shares does Stephen Cotton beneficially own after the reported transactions?

He beneficially owned 115,369 shares following the reported transactions.

Does the Form 4 show any open-market purchases or sales by the CEO of AQMS?

No. The filing documents a compensatory issuance and share withholding for taxes, not an open-market purchase or sale.

How many unvested restricted stock units does Stephen Cotton have for AQMS?

The filing discloses 76,057 shares underlying restricted stock units that are unvested and not yet deliverable.

What was the effective price for the shares withheld to cover taxes?

The withheld shares were reported at an effective price of $4.12 per share.