What listing-related milestone affects IBATF performance RSU vesting for the CEO?

One performance-based RSU grant vests in full 60 days after International Battery Metals achieves a successful listing on a major stock exchange. This condition ties part of the CEO’s equity compensation to the company’s ability to upgrade its trading venue.

IBATF CEO Mills gains 1M shares as RSUs vest on performance goals

Q: How do time-based RSUs for IBATF’s CEO vest according to this filing?

Time-based RSUs granted on April 7, 2025 vest in full on July 1, 2026 , and additional RSUs granted on February 4, 2026 vest in full on February 4, 2027 . Each RSU represents a contingent right to receive one common share upon vesting.

Q: How are EBITDA targets used in IBATF CEO equity incentives?

A performance-based RSU award vests in two stages: 50% vests when annualized EBITDA reaches $25 million , and the remaining 50% vests at $50 million annualized EBITDA. These financial thresholds directly determine when the related shares are earned.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

INTERNATIONAL BATTERY METALS LTD. Chief Executive Officer Joseph A. Mills reported an equity compensation update. He exercised derivative awards to acquire 1,000,000 common shares at an exercise price of $0.00 per share, with no shares sold in these transactions.

Mills continues to hold several tranches of Restricted Share Units (RSUs) and Performance Based Restricted Share Units (PBRSUs), each exchangeable for one common share upon vesting. These awards vest on future dates or when specific milestones are met, including deployment of two additional Direct Lithium Extraction plants, successful listing on a major stock exchange, achieving annualized EBITDA of $25 million and $50 million, and reaching market capitalization targets of $750 million and $1.5 billion based on a 60‑day volume weighted average trading price.

Insider Trade Summary

1,000,000 shares exercised/converted

Mixed 7 txns

Insider MILLS JOSEPH A

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise	Resricted Share Units	1,000,000	$0.00	--
Exercise	Common Shares, no par value	1,000,000	$0.00	--
holding	Resricted Share Units	--	--	--
holding	Performance Based Restricted Units	--	--	--
holding	Performance Based Restricted Share Units	--	--	--
holding	Performance Based Resricted Share Units	--	--	--
holding	Performance Based Resricted Share Units	--	--	--

Holdings After Transaction: Resricted Share Units — 0 shares (Direct, null); Common Shares, no par value — 1,000,000 shares (Direct, null); Performance Based Restricted Units — 2,000,000 shares (Direct, null); Performance Based Restricted Share Units — 500,000 shares (Direct, null); Performance Based Resricted Share Units — 4,304,525 shares (Direct, null)

Footnotes (1)

The Restricted Share Units ("RSUs") each represent a contingent right to receive one common share of International Battery Metals Ltd. (the "Issuer"). 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 July 1, 2026. Represents Restricted Share Units ("RSUs") granted on February 4, 2026, which will vest in full on February 4, 2027. The Performance Based Restricted Share Unit ("PBRSU") each represent a contingent right to receive one common share of International Battery Metals Ltd. (the "Issuer"). 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. 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. 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. 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.

Key Figures

Common shares acquired: 1,000,000 shares Exercise price: $0.00/share PBRSU EBITDA threshold 1: $25 million +4 more

7 metrics

Common shares acquired 1,000,000 shares Non-derivative M-code exercise at $0.00 per share

Exercise price $0.00/share Common shares received from derivative exercise

PBRSU EBITDA threshold 1 $25 million Annualized EBITDA required for 50% PBRSU vesting

PBRSU EBITDA threshold 2 $50 million Annualized EBITDA required for remaining 50% PBRSU vesting

Market cap milestone 1 $750 million 60-day VWAP market cap for 50% PBRSU vesting

Market cap milestone 2 $1.5 billion 60-day VWAP market cap for remaining 50% PBRSU vesting

Plant deployment milestone 2 plants Additional Direct Lithium Extraction plants required for certain PBRSU vesting

Key Terms

Restricted Share Units ("RSUs"), Performance Based Restricted Share Units ("PBRSUs"), Direct Lithium Extraction Plants, annualized EBITDA, +2 more

6 terms

Direct Lithium Extraction Plants technical

"shall vest upon completion of and deployment of two additional Direct Lithium Extraction Plants"

annualized EBITDA financial

"50% shall vest upon the Issuer achieving an annualized EBITDA of $25 million"

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"

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.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/01/2026 - 04:23 PM Accepted by SEC EDGAR 07/01/2026 - 04:23 PM

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

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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares, no par value	07/01/2026		M		1,000,000	A	$0	1,000,000	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Resricted Share Units	⁽¹⁾	07/01/2026		M			1,000,000	⁽²⁾	⁽²⁾	Common Stock, no par value	1,000,000	$0	0	D
Resricted Share Units	⁽¹⁾							⁽³⁾	⁽³⁾	Common Stock, no par value	2,087,683		2,087,683	D
Performance Based Restricted Units	⁽⁴⁾							⁽⁵⁾	⁽⁵⁾	Common Stock, no par value	2,000,000		2,000,000	D
Performance Based Restricted Share Units	⁽⁴⁾							⁽⁶⁾	⁽⁶⁾	Common Stock, no par value	500,000		500,000	D
Performance Based Resricted Share Units	⁽⁴⁾							⁽⁷⁾	⁽⁷⁾	Common Stock, no par value	4,304,525		4,304,525	D
Performance Based Resricted Share Units	⁽⁴⁾							⁽⁸⁾	⁽⁸⁾	Common Stock, no par value	2,152,262		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 July 1, 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	07/01/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did IBATF CEO Joseph A. Mills report on this Form 4?

Joseph A. Mills reported exercising derivative awards to acquire 1,000,000 common shares of International Battery Metals at an exercise price of $0.00 per share. The filing shows no open-market sales, reflecting an equity compensation-related transaction rather than a discretionary stock sale.

Were any INTERNATIONAL BATTERY METALS (IBATF) shares sold in this Form 4?

No shares were reported sold in this Form 4. The key non-derivative transaction is an M-code exercise or conversion that delivered 1,000,000 common shares at $0.00 per share, with no reported open-market sale or tax-withholding disposition.

What are the key vesting conditions for IBATF performance-based RSUs held by the CEO?

The performance-based RSUs vest upon milestones including deploying two additional Direct Lithium Extraction plants, achieving annualized EBITDA of $25 million and $50 million, and reaching market capitalizations of $750 million and $1.5 billion based on a 60‑day volume weighted average trading price.

How do time-based RSUs for IBATF’s CEO vest according to this filing?

Time-based RSUs granted on April 7, 2025 vest in full on July 1, 2026, and additional RSUs granted on February 4, 2026 vest in full on February 4, 2027. Each RSU represents a contingent right to receive one common share upon vesting.

How are EBITDA targets used in IBATF CEO equity incentives?

A performance-based RSU award vests in two stages: 50% vests when annualized EBITDA reaches $25 million, and the remaining 50% vests at $50 million annualized EBITDA. These financial thresholds directly determine when the related shares are earned.