Nova Minerals (NVA) CEO details direct, indirect shares and options
Filing Impact
Filing Sentiment
Form Type
3
Rhea-AI Filing Summary
Nova Minerals Corp Chief Executive Officer Christopher Gerteisen filed an initial ownership report, detailing his direct and indirect interests in the company’s securities. This Form 3 does not show new purchases or sales; it records what he already holds as he becomes an insider.
He reports indirect ownership of 16,667 shares of common stock through AJ Holdings International Limited, an entity he solely controls. He also reports direct ownership of 141,691 common shares. In addition, he holds performance rights and stock options that can convert into further common shares if conditions are met.
The filing lists 66,665 underlying common shares tied to performance rights held indirectly, which vest upon achieving specified operational and financial milestones before their November 25, 2026 expiration. It also shows stock options over 343,749 underlying common shares held directly, with a $3.81 exercise price and expiration on December 23, 2028, some of which are already vested.
Positive
- None.
Negative
- None.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
Gerteisen Christopher
Role
Chief Executive Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Stock Options (Right to Buy) | -- | -- | -- |
| holding | Performance Rights | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Stock Options (Right to Buy) — 343,749 shares (Direct, null);
Performance Rights — 66,665 shares (Indirect, By AJ Holdings International Limited);
Common Stock — 141,691 shares (Direct, null);
Common Stock — 16,667 shares (Indirect, By AJ Holdings International Limited)
Footnotes (1)
- Represents common stock and the number of shares of common stock underlying Chess Depositary Interests ("CDIs") as converted on a 1:12 common stock to CDI ratio pursuant to a scheme of arrangement, completed on June 16, 2016 (the "Scheme") between Nova Minerals Ltd., an Australian public company and predecessor to the Issuer ("Predecessor"). The CDIs are traded on the Australian Securities Exchange (the "ASX") and are held by CHESS Depositary Nominees Pty, Limited, a subsidiary of ASX Limited, the company that operates the ASX. As the sole shareholder and director of this entity, the reporting person has voting and investment control over the reported shares of common stock. 93,750 of the shares underlying these stock options are fully vested and exercisable. The remaining shares underlying these stock options will vest upon the completion of certain operational and/or sales milestones, subject to continuing employment by the reporting person. These stock options were originally rights to receive ordinary shares of the Predecessor. Pursuant to the Scheme, the stock options became rights to be issued shares of Common Stock of the Issuer in the ratio of one share of Common Stock for every 12 ordinary shares of Predecessor to which the holder would otherwise have been entitled. The exercise price was converted from A$0.45, which reflects the 12:1 consolidation ratio applied in converting ordinary shares of Predecessor to shares of the Issuer's Common Stock, using the exchange rate as published by the Reserve Bank of Australia in effect on June 14, 2026. The actual exercise price will be the Australian dollar amount regardless of the exchange rate on the date of grant or of exercise. Each performance right represents the right to receive a fully paid share of common stock subject to certain operational and financial milestones prior to the expiration date. These performance were originally rights to receive ordinary shares of the Predecessor. Pursuant to the Scheme, the performance rights became rights to be issued shares of Common Stock of the Issuer in the ratio of one share of Common Stock for every 12 ordinary shares of Predecessor to which the holder would otherwise have been entitled. As the sole shareholder and director of this entity, the reporting person has voting and investment control over the underlying shares of common stock.
Key Figures
Indirect common shares: 16,667 shares
Direct common shares: 141,691 shares
Performance rights underlying shares: 66,665 shares
+3 more
6 metrics
Indirect common shares
16,667 shares
Common Stock held indirectly via AJ Holdings International Limited
Direct common shares
141,691 shares
Common Stock held directly by CEO Christopher Gerteisen
Performance rights underlying shares
66,665 shares
Underlying Common Stock for performance rights held indirectly, expiring Nov 25, 2026
Stock options underlying shares
343,749 shares
Underlying Common Stock for stock options held directly, expiring Dec 23, 2028
Option exercise price
$3.81 per share
Converted from A$0.45 using 12:1 ratio and FX rate on June 14, 2026
Vested option underlying shares
93,750 shares
Portion of stock options already fully vested and exercisable
Key Terms
CHESS Depositary Interests, scheme of arrangement, performance rights, stock options, +1 more
5 terms
CHESS Depositary Interests financial
"Represents common stock and the number of shares of common stock underlying Chess Depositary Interests ("CDIs") as converted on a 1:12..."
CHESS depositary interests are tradable certificates used on the Australian settlement system that represent ownership of underlying foreign shares held by a custodian. They let investors buy and sell foreign-listed stocks on the local exchange as if they were domestic shares, simplifying trading, dividend collection and record-keeping, though they may involve custodian fees and can alter certain direct shareholder rights and tax treatments.
scheme of arrangement financial
"ratio pursuant to a scheme of arrangement, completed on June 16, 2016 between Nova Minerals Ltd., an Australian public company and predecessor..."
A scheme of arrangement is a legal agreement between a company and its shareholders or creditors to reorganize or settle debts, often to avoid bankruptcy or make big changes. It’s like a carefully planned handshake that everyone agrees to, helping the company stay afloat or improve its financial health.
performance rights financial
"Each performance right represents the right to receive a fully paid share of common stock subject to certain operational and financial milestones..."
Performance rights are conditional awards that give employees or executives the promise of receiving company shares or cash only if the business meets specific targets or survives for a set period. They work like a bonus you only get when certain goals are hit, so they matter to investors because they can increase the number of shares outstanding (dilution), signal management’s incentives and confidence in future results, and affect per-share earnings and valuation.
stock options financial
"These stock options were originally rights to receive ordinary shares of the Predecessor. Pursuant to the Scheme, the stock options became rights..."
Stock options are agreements that give a person the right to buy or sell a company's stock at a specific price within a certain time frame. They are often used as a reward or incentive, similar to a coupon that can be used later if the stock price rises, allowing the holder to make a profit.
operational and financial milestones financial
"Each performance right represents the right to receive a fully paid share of common stock subject to certain operational and financial milestones..."
FAQ
What does the Nova Minerals (NVA) Form 3 filing by CEO Christopher Gerteisen show?
The Form 3 shows CEO Christopher Gerteisen’s existing direct and indirect holdings in Nova Minerals. It reports his common shares, performance rights, and stock options as he becomes an insider, without indicating any new share purchases or sales.
What performance rights linked to Nova Minerals (NVA) stock does the CEO report?
He reports performance rights indirectly over 66,665 underlying Nova Minerals common shares. Each performance right can deliver one fully paid share if specified operational and financial milestones are met before the stated November 25, 2026 expiration date.
How are AJ Holdings International Limited and Nova Minerals (NVA) CEO connected in this filing?
The filing explains that some holdings are held through AJ Holdings International Limited. As sole shareholder and director of this entity, the CEO has voting and investment control over the related Nova Minerals shares and performance rights reported as indirectly owned.
Were Nova Minerals (NVA) securities converted from an Australian predecessor in this Form 3?
Yes. Footnotes describe a scheme of arrangement where predecessor Nova Minerals Ltd securities, including CDIs, stock options and performance rights, were converted into Nova Minerals Corp common stock or rights using specified 12:1 ratios and an Australian dollar exercise price basis.