International Battery Metals (IBATF) CEO awarded time- and performance-based share units

Rhea-AI Filing Summary

International Battery Metals Ltd. disclosed that Chief Executive Officer and director Joseph A. Mills received substantial equity-based awards in the form of restricted and performance-based share units on February 4, 2026. He was granted 2,087,683 Restricted Share Units that vest in full on February 4, 2027, each representing one common share.

He also holds 1,000,000 Restricted Share Units granted on April 7, 2025 that vest on April 7, 2026, plus 2,000,000 Performance Based Restricted Share Units that vest upon completion and deployment of two additional Direct Lithium Extraction plants. New performance-based awards on February 4, 2026 include 500,000 units vesting 60 days after a successful listing on a major stock exchange, 4,304,525 units tied to achieving annualized EBITDA of $25 million and $50 million in two steps, and 2,152,262 units tied to reaching $750 million and then $1.5 billion market capitalization over a 60‑day volume‑weighted average price.

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^*

MILLS JOSEPH A

(Last) (First) (Middle)

12 GREENWAY PLAZA

SUITE 1100

(Street)

HOUSTON TX 77027

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
INTERNATIONAL BATTERY METALS LTD. [ IBATF ]

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)
02/04/2026

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

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
Restricted Share Units	(1)							(2)	(2)	Common Shares, no par value	1,000,000		1,000,000	D
Restricted Share Units	(1)	02/04/2026		A		2,087,683		(3)	(3)	Common Stock, no par value	2,087,683	$0	2,087,683	D
Performance Based Restricted Share Units	(4)							(5)	(5)	Common Shares, no par value	2,000,000		2,000,000	D
Performance Based Restricted Share Units	(4)	02/04/2026		A		500,000		(6)	(6)	Common Stock, no par value	500,000	$0	500,000	D
Performance Based Restricted Share Units	(4)	02/04/2026		A		4,304,525		(7)	(7)	Common Stock, no par value	4,304,525	$0	4,304,525	D
Performance Based Restricted Share Units	(4)	02/04/2026		A		2,152,262		(8)	(8)	Common Stock, no par value	2,152,262	$0	2,152,262	D

Explanation of Responses:

1. The Restricted Share Units ("RSUs") each represent a contingent right to receive one common share of International Battery Metals Ltd. (the "Issuer").

2. Represents Restricted Share Units ("RSUs") granted on April 7, 2025 under International Battery Metals Ltd.'s (the "Issuer") Amended and Restated Restricted Share Unit Plan (as amended, the "Plan") and vests in full on April 7, 2026.

3. Represents Restricted Share Units ("RSUs") granted on February 4, 2026, which will vest in full on February 4, 2027.

4. The Performance Based Restricted Share Unit ("PBRSU") each represent a contingent right to receive one common share of International Battery Metals Ltd. (the "Issuer").

5. Represents Performance Based Restricted Share Units ("PBRSUs") granted on April 7, 2025, under the Plan, which shall vest upon completion of and deployment of two additional Direct Lithium Extraction Plants, subject to the terms of the associated Restricted Share Unit Agreement.

6. Represents Performance Based Restricted Share Units granted on February 4, 2026, which will vest in full 60 days following the Issuer's successful listing on a major stock exchange.

7. Represents Performance Based Restricted Share Units granted on February 4, 2026, of which, 50% shall vest upon the Issuer achieving an annualized EBITDA of $25 million and the remaining 50% shall vest upon the Issuer achieving an annualized EBITDA of $50 million.

8. Represents Performance Based Restricted Share Units granted on February 4, 2026, of which, 50% shall vest upon the Issuer achieving a $750 million market capitalization over a 60 day volume weighted average trading price and the remaining 50% shall vest upon the Issuer achieving $1.5 billion market capitalization over a 60 day volume weighted average trading price.

	/s/ Norma Garcia, Attorney-in-Fact	02/04/2026
	** 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.

FAQ

What insider activity did IBATF report for Joseph A. Mills on February 4, 2026?

International Battery Metals reported equity awards to CEO Joseph A. Mills. He received 2,087,683 Restricted Share Units and several tranches of Performance Based Restricted Share Units, all at a $0 exercise price, with vesting tied to time, operational milestones, listing, EBITDA, and market capitalization targets.

How many Restricted Share Units does the IBATF CEO beneficially own after this Form 4?

Joseph A. Mills beneficially owns 2,087,683 Restricted Share Units granted on February 4, 2026 and 1,000,000 Restricted Share Units granted on April 7, 2025. Each unit represents a contingent right to receive one common share of International Battery Metals Ltd. upon vesting under the company’s plan.

What operational milestones affect IBATF performance-based share vesting for the CEO?

One 2,000,000-unit Performance Based Restricted Share Unit grant vests when two additional Direct Lithium Extraction plants are completed and deployed. This milestone is specified in the related agreement and links equity compensation directly to expanding the company’s Direct Lithium Extraction infrastructure and operational footprint.

How are EBITDA targets used in the IBATF CEO’s performance-based awards?

A 4,304,525-unit Performance Based Restricted Share Unit grant is split into two tranches. Half vests when International Battery Metals achieves annualized EBITDA of $25 million, and the remaining half vests when annualized EBITDA reaches $50 million, directly tying vesting to profitability milestones.

What market capitalization goals govern part of the IBATF CEO’s equity awards?

A 2,152,262-unit Performance Based Restricted Share Unit award vests in two stages. Half vests when market capitalization reaches $750 million over a 60‑day volume‑weighted average price, and the rest vests at $1.5 billion under the same 60‑day VWAP condition, aligning incentives with company valuation growth.

How does a stock exchange listing influence the IBATF CEO’s equity vesting?

One 500,000-unit Performance Based Restricted Share Unit grant vests in full 60 days after International Battery Metals achieves a successful listing on a major stock exchange. This directly connects part of the CEO’s compensation to securing a major-exchange listing for the company’s shares.