International Battery Metals (IBATF) CFO granted performance-based share units

Rhea-AI Filing Summary

International Battery Metals Ltd.'s Chief Financial Officer Michael A. Rutledge reported new performance-based equity awards. On February 4, 2026, he received three grants of Performance Based Restricted Share Units (PBRSUs) at a price of $0 per unit.

One PBRSU grant will vest in full 60 days after the company achieves a successful listing on a major stock exchange. A second grant vests in two stages if the company reaches annualized EBITDA of $25 million and then $50 million. A third grant vests in two stages if the company reaches a $750 million market capitalization and then $1.5 billion market capitalization, each measured over a 60‑day volume‑weighted average trading 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^*

RUTLEDGE MICHAEL 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial 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	450,000		450,000	D
Performance Based Restricted Share Units	(3)							(4)	(4)	Common Shares, no par value	900,000		900,000	D
Performance Based Restricted Shares Units	(3)	02/04/2026		A		300,000		(5)	(5)	Common Stock, no par value	300,000	$0	300,000	D
Performance Based Restricted Shares Units	(3)	02/04/2026		A		1,937,036		(6)	(6)	Common Stock, no par value	1,937,036	$0	1,937,036	D
Performance Based Restricted Shares Units	(3)	02/04/2026		A		1,076,131		(7)	(7)	Common Stock, no par value	1,076,131	$0	1,076,131	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 June 2, 2025, under International Battery Metals Ltd.'s (the "Issuer") Amended and Restated Restricted Share Unit Plan (as amended, the "Plan"), which vests in full on June 2, 2026. Each RSU represents a contingent right to receive one Common Share.

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

4. Represents Performance Based Restricted Share Units ("PBRSUs") granted on June 2, 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.

5. 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.

6. 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.

7. 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 transaction did IBATF report for its CFO on February 4, 2026?

International Battery Metals Ltd. reported that CFO Michael A. Rutledge received three grants of Performance Based Restricted Share Units on February 4, 2026, all at a price of $0 per unit, with vesting tied to future company milestones.

How many performance-based units tied to stock exchange listing did IBATF’s CFO receive?

The CFO received Performance Based Restricted Share Units that will vest in full 60 days after a successful listing of International Battery Metals Ltd. on a major stock exchange, aligning his equity compensation with achieving a key capital markets milestone for the company.

What EBITDA targets affect vesting of IBATF CFO’s performance share units?

One PBRSU grant vests in two equal parts based on EBITDA milestones. Half vests when International Battery Metals Ltd. achieves annualized EBITDA of $25 million, and the remaining half vests when it achieves annualized EBITDA of $50 million, as disclosed in the filing footnotes.

What market capitalization goals determine vesting of some IBATF performance units?

Another PBRSU grant vests in two stages linked to market capitalization. Half vests if the company reaches a $750 million market cap, and the rest vests at $1.5 billion market cap, each based on a 60‑day volume‑weighted average trading price.

What existing restricted share unit holdings does the IBATF CFO report?

The filing shows the CFO beneficially owns 450,000 Restricted Share Units and 900,000 Performance Based Restricted Share Units. Each unit represents a contingent right to receive one common share of International Battery Metals Ltd., under the company’s restricted share unit plan.

Do the IBATF performance-based restricted units deliver common shares upon vesting?

Yes. Each Performance Based Restricted Share Unit represents a contingent right to receive one common share of International Battery Metals Ltd. Issuance depends on satisfying specified performance conditions, such as operational, earnings, or market capitalization milestones described in the footnotes.