Aqua Metals, Inc. (AQMS) SEC Filings, Nov 2025-Feb 2026

Taecker Benjamin S. reported acquisition or exercise transactions in a Form 4 filing for AQMS. The filing lists transactions totaling 23,306 shares at a weighted average price of $4.72 per share. Following the reported transactions, holdings were 59,786 shares.

Aqua Metals has signed a detailed, but non-binding, term sheet to acquire Lion Energy, a U.S. energy storage and software company, in a transaction with aggregate consideration capped at $94.9 million.

Closing consideration would include recognition of $4.1 million previously invested in Lion Energy and $25.8 million of Aqua Metals equity, with additional earn-out equity of up to $65 million tied to Lion Energy achieving more than $55 million of revenue and EBITDA margin goals over 12 consecutive months after closing. A new non-voting Series X Preferred Stock class is contemplated to cap common ownership at 45% overall and 40% for Lion’s majority owner, with automatic conversion into common stock after three years and anti-dilution features.

Conditions include a satisfactory fairness opinion, clean diligence, a new $25 million asset-based credit facility, key offtake and supply agreements, exchange listing approval, and shareholder approvals. Separately, Aqua Metals funded a subordinated, last-out $4.1 million participation in Lion’s existing senior credit facility, fully secured by Lion’s assets but junior to all senior obligations. The companies currently target closing in the second quarter of 2026, with no assurance the deal will be completed.

Baird reporting entities filed an amended Schedule 13G reporting a very small position in Aqua Metals common stock. Robert W. Baird & Co. Incorporated, Baird Financial Corporation and Baird Financial Group, Inc. together report beneficial ownership of 550 shares, representing 0.0% of Aqua Metals’ outstanding common stock as of March 18, 2025. The shares are held with shared voting and dispositive power and are reported as being acquired and held in the ordinary course of business, not for the purpose of influencing control of Aqua Metals.

Aqua Metals, Inc. filed a Form 4 for Chief Engineering and Operating Officer Benjamin S. Taecker reporting voluntary cancellations of equity awards. On January 7, 2026, he agreed to forfeit and cancel unvested restricted stock units (RSUs) previously granted, which is shown as a disposition of 13 shares of common stock at a price of $0. Following this adjustment, he beneficially owned 36,480 shares of common stock, including 30,543 shares underlying RSUs that are not yet vested and deliverable.

The filing also reports that he voluntarily agreed to forfeit and cancel all outstanding performance share units (PSUs). These included several PSU awards covering 443 shares each and one award covering 1,329 shares of common stock, all recorded as derivative securities with a $0 exercise price and reduced to zero units held after the transactions. These changes represent internal modifications to his equity compensation rather than open-market share sales.

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.

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.

Aqua Metals, Inc. officer Benjamin S. Taecker reported a tax-related withholding of 979 shares of Aqua Metals common stock on January 2, 2026. The shares were withheld at $4.8 per share to cover tax liability tied to the vesting of a previously reported restricted share grant. After this withholding, Taecker beneficially owned 36,493 shares of common stock. This total includes 30,556 shares underlying restricted stock units that are not yet vested and deliverable, so they may be received in the future as vesting conditions are met.

Aqua Metals, Inc. (AQMS) Chief Financial Officer Eric West reported an insider transaction on a Form 4. On 11/20/2025, 720 shares of common stock were withheld and returned to the company’s equity plan to cover taxes owed on the vesting of a previously reported restricted share grant. After this tax-withholding transaction, West beneficially owned 38,745 shares of Aqua Metals common stock, including 37,703 shares underlying restricted stock units that have not yet vested or been delivered.

Aqua Metals, Inc. filed a Form 8-K to report that on November 12, 2025 it issued a press release announcing its operational and financial results for the third quarter of 2025. The company is furnishing this press release as Exhibit 99.1, meaning it is provided for information rather than being treated as formally filed.

The report is signed on behalf of Aqua Metals by its Chief Financial Officer, Eric West, confirming management’s responsibility for the disclosure.