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International Battery Metals (IBATF) SVP exercises 400K RSUs, holds PBRSUs tied to EBITDA and market-cap goals

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

INTERNATIONAL BATTERY METALS LTD. SVP of Corporate Development James Garrett Galloway reported compensation-related equity activity. On June 15, 2026, he exercised 400,000 Restricted Share Units at an exercise price of $0.00 per unit, receiving 400,000 Common Shares held directly.

He continues to hold multiple grants of Performance Based Restricted Share Units (PBRSUs), each convertible into one common share upon meeting specified milestones. These PBRSUs include awards tied to deployment of two additional Direct Lithium Extraction plants, a successful listing on a major stock exchange, annualized EBITDA targets of $25 million and $50 million, and market capitalization targets of $750 million and $1.5 billion measured over a 60‑day volume weighted average trading price. The filing reflects equity incentives rather than open‑market buying or selling.

Positive

  • None.

Negative

  • None.
Insider GALLOWAY JAMES GARRETT
Role SVP of Corporate Development
Type Security Shares Price Value
Exercise Restricted Share Units 400,000 $0.00 $0.00
Exercise Common Shares, no par value 400,000 $0.00 $0.00
holding Performance Based Restricted Share Unit -- -- --
holding Performance Based Restricted Share Unit -- -- --
holding Performance Based Restricted Share Unit -- -- --
holding Performance Based Restricted Share Unit -- -- --
Holdings After Transaction: Restricted Share Units — 0 shares (Direct); Common Shares, no par value — 400,000 shares (Direct); Performance Based Restricted Share Unit — 3,582,715 shares (Direct)
Footnotes (7)
  1. F1. The Restricted Share Units ("RSUs") each represent a contingent right to receive one common share of International Battery Metals Ltd. (the "Issuer").
  2. F2. 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 15, 2026. Each RSU represents a contingent right to receive one Common Share.
  3. F3. Each PBRSU represents a contingent right to receive one share of Common Stock.
  4. F4. 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. F5. 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. F6. 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. F7. 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.
RSUs exercised 400,000 units Restricted Share Units exercised on June 15, 2026
Common Shares received 400,000 shares Shares issued from RSU exercise at $0.00 per unit
EBITDA vesting threshold 1 $25 million annualized EBITDA PBRSU vesting condition
EBITDA vesting threshold 2 $50 million annualized EBITDA PBRSU vesting condition
Market-cap threshold 1 $750 million PBRSU vests on 60-day VWAP market cap level
Market-cap threshold 2 $1.5 billion PBRSU vests on 60-day VWAP market cap level
PBRSU block example 860,905 underlying shares One Performance Based Restricted Share Unit grant, direct ownership
Performance Based Restricted Share Unit financial
"Represents Performance Based Restricted Share Units ("PBRSUs") granted on June 2, 2025, under the Plan"
Restricted Share Units financial
"Represents Restricted Share Units ("RSUs") granted on June 2, 2025, under International Battery Metals Ltd.'s Amended and Restated Restricted Share Unit Plan"
Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.
EBITDA financial
"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"
EBITDA stands for earnings before interest, taxes, depreciation, and amortization. It measures a company's profitability by focusing on the money it makes from its core operations, ignoring expenses like taxes and accounting adjustments. Investors use EBITDA to compare how well different companies are performing financially, as it provides a clearer picture of operational success without the influence of financial structure or accounting choices.
market capitalization financial
"shall vest upon the Issuer achieving a $750 million market capitalization over a 60 day volume weighted average trading price"
Market capitalization is the total market value of a company’s outstanding shares, calculated by multiplying the current share price by the number of shares issued. It gives a quick snapshot of a company’s size and how investors value it, influencing perceived risk, index membership, and roughly how much it might cost to buy the whole company — like using a sticker price to compare the relative size and price of different houses.
volume weighted average trading price financial
"over a 60 day volume weighted average trading price and the remaining 50% shall vest upon the Issuer achieving $1.5 billion market capitalization"
Volume weighted average trading price (VWAP) is the average price of a security over a set period, calculated by giving more weight to prices where more shares were traded — in other words, prices with higher volume count more. Investors use VWAP as a benchmark to judge trade execution and market activity: it helps tell whether a buy or sell occurred at a better or worse price than the market’s typical traded level, like comparing your purchase to the crowd’s average.
Direct Lithium Extraction Plants technical
"shall vest upon completion of and deployment of two additional Direct Lithium Extraction Plants"

FAQ

What insider equity transaction did IBATF executive James Garrett Galloway report?

James Garrett Galloway exercised 400,000 Restricted Share Units at an exercise price of $0.00 per unit, receiving 400,000 Common Shares. This was a compensation-related derivative exercise, not an open-market stock purchase or sale.

What type of derivatives does James Garrett Galloway still hold in INTERNATIONAL BATTERY METALS LTD. (IBATF)?

He holds multiple Performance Based Restricted Share Units, each representing a contingent right to receive one common share. These PBRSUs remain outstanding and are tied to operational, financial, and market capitalization performance milestones defined in the company’s equity plan.

What performance milestones govern IBATF’s Performance Based Restricted Share Units?

PBRSUs vest upon specific achievements, including deployment of two additional Direct Lithium Extraction plants, a successful major exchange listing, annualized EBITDA of $25 million and $50 million, and market capitalizations of $750 million and $1.5 billion over a 60-day volume weighted average trading price.

Were any IBATF shares bought or sold on the open market in this Form 4?

No open-market buys or sells were reported. The Form 4 shows a derivative exercise of 400,000 Restricted Share Units into 400,000 Common Shares at $0.00, plus holdings of Performance Based Restricted Share Units subject to future vesting conditions.

How do the Restricted Share Units reported for IBATF vest and convert into shares?

Restricted Share Units granted on June 2, 2025 vest in full on June 15, 2026. Each vested RSU then converts into one Common Share of International Battery Metals Ltd., as outlined in the company’s Amended and Restated Restricted Share Unit Plan.

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

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SEC Form 4
FORM 4UNITED 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*
GALLOWAY JAMES GARRETT

(Last)(First)(Middle)
12 GREENWAY PLAZA
SUITE 1100

(Street)
HOUSTON TEXAS 77046

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
INTERNATIONAL BATTERY METALS LTD. [ IBATF ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
SVP of Corporate Development
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Shares, no par value06/15/2026M400,000A$0400,000D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Share Units(1)06/15/2026M400,000 (2) (2)Common Stock, no par value400,000$00D
Performance Based Restricted Share Unit(3) (4) (4)Common Shares, no par value800,000800,000D
Performance Based Restricted Share Unit(3) (5) (5)Common Shares, no par value200,000200,000D
Performance Based Restricted Share Unit(3) (6) (6)Common Shares, no par value1,721,8101,721,810D
Performance Based Restricted Share Unit(3) (7) (7)Common Shares, no par value860,905860,905D
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 15, 2026. Each RSU represents a contingent right to receive one Common Share.
3. Each PBRSU represents a contingent right to receive one share of Common Stock.
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-Fact06/17/2026
** Signature of Reporting PersonDate
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)