Executive grant adds to Novonix (NVX) unquoted performance rights pool

Rhea-AI Filing Summary

Novonix Limited reported the issue of 5,862,567 unquoted NVXAD performance rights on May 5, 2026 under an employee incentive scheme. These rights were issued to key management personnel member Michael O'Kronley and are not intended to be quoted on ASX.

After this grant, Novonix has 861,442,940 NVX ordinary fully paid shares on issue, 35,021,775 NVXAD performance rights, 14,016,667 NVXAA options and 45,221,586 NVXAL convertible notes outstanding. The issue relied on exception 13 in ASX Listing Rule 7.2, so did not require separate security holder approval.

Key Figures

New performance rights issued: 5,862,567 NVXAD performance rights Ordinary shares on issue: 861,442,940 NVX ordinary shares Total performance rights outstanding: 35,021,775 NVXAD performance rights +2 more

5 metrics

New performance rights issued 5,862,567 NVXAD performance rights Issued May 5, 2026 under employee incentive scheme

Ordinary shares on issue 861,442,940 NVX ordinary shares Quoted fully paid shares on ASX after the grant

Total performance rights outstanding 35,021,775 NVXAD performance rights Unquoted securities on issue after new grant

Options outstanding 14,016,667 NVXAA options Unquoted, expiring on various dates at various prices

Convertible notes outstanding 45,221,586 NVXAL convertible notes Unquoted securities on issue

Key Terms

+employee incentive scheme, PERFORMANCE RIGHTS, key management personnel (KMP), convertible notes, +1 more

5 terms

+employee incentive scheme financial

"The +securities the subject of this notification are +Other securities issued under an +employee incentive scheme"

PERFORMANCE RIGHTS financial

"NVXAD | PERFORMANCE RIGHTS | 5,862,567 | 5/05/2026"

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.

key management personnel (KMP) financial

"Were any of the +securities issued to +key management personnel (KMP) or an +associate?"

convertible notes financial

"NVXAL CONVERTIBLE NOTES | 45,221,586"

Convertible notes are a type of short-term loan that a company receives from investors, which can later be turned into company shares instead of being paid back in cash. They matter to investors because they offer a way to support a company early on while giving the potential to own a stake in its success if the company grows and later raises more funding.

Listing Rule 7.2 financial

"Were the +securities issued under an exception in Listing Rule 7.2"

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

For the month of May, 2026

001-41208

(Commission File Number)

NOVONIX LIMITED

(Translation of registrant’s name into English)

Level 38

71 Eagle Street

Brisbane, QLD 4000 Australia

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20‑F or Form 40‑F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

EXHIBIT INDEX

Exhibit No. Description

Exhibit 99.1 Appendix 3G (Notification of issue, conversion or payment up of unquoted equity securities) dated May 6, 2026

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NOVONIX LIMITED

By: /s/ Robert Long

       Robert Long

       Chief Financial Officer

Date: May 6, 2026

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

EXHIBIT 99.1

Announcement Summary

Entity name

NOVONIX LIMITED

Date of this announcement

Tueday May 5, 2026

The +securities the subject of this notification are:

+Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX

Total number of +securities to be issued/transferred

			Total number of
	ASX +security		+securities to be
	code	Security description	issued/transferred	Issue date
	NVXAD	PERFORMANCE RIGHTS	5,862,567	5/05/2026

Refer to next page for full details of the announcement

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities 1 / 6

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

Part 1 - Entity and announcement details

1.1 Name of entity

NOVONIX LIMITED

We (the entity named above) give notice of the issue, conversion or payment up of the following unquoted +securities.

1.2 Registered number type	Registration number
ABN	54157690830

1.3 ASX issuer code

NVX

1.4 The announcement is

New announcement

1.5 Date of this announcement

05/05/2026

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities 2 / 6

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

Part 2 - Issue details

2.1 The +securities the subject of this notification are:

+Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX

2.2 a This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and which:

has an existing ASX security code ("existing class")

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities 3 / 6

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

Part 3B - number and type of +securities the subject of this notification (existing class) where issue has not previously been notified to ASX in an Appendix 3B

ASX +security code and description

NVXAD : PERFORMANCE RIGHTS

Date the +securities the subject of this notification were issued

5/05/2026

Will these +securities rank equally in all respects from their issue date with the existing issued

+securities in that class

Yes

Were any of the +securities issued to +key management personnel (KMP) or an +associate?

Yes

Provide details of the KMP or +associates being issued +securities.

Name of KMP		Name of registered holder	Number of +securities
Michael O'Kronley		Michael O'Kronley	5,862,567

Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms

https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-03068742-2A1660572&v=undefined

Any other information the entity wishes to provide about the +securities the subject of this notification

Issue details

Number of +securities

5,862,567

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities 4 / 6

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

Part 4 - +Securities on issue

Following the issue, conversion or payment up of the +securities the subject of this notification, the +securities of the entity will comprise:

The figures in parts 4.1 and 4.2 below are automatically generated and may not reflect the entity's current issued capital if other Appendix 2A, Appendix 3G or Appendix 3H forms are currently with ASX for processing.

4.1 Quoted +securities (Total number of each +class of +securities issued and quoted on ASX)

ASX +security code and description	Total number of +securities on issue
NVX : ORDINARY FULLY PAID	861,442,940

4.2 Unquoted +securities (Total number of each +class of +securities issued but not quoted on ASX)

ASX +security code and description	Total number of +securities on issue
NVXAD : PERFORMANCE RIGHTS	35,021,775
NVXAA : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES	14,016,667
NVXAL : CONVERTIBLE NOTES	45,221,586

NVXAH : CONVERTIBLE DEBENTURES 35,000,000

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities 5 / 6

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities

Part 5 - Other Listing Rule requirements

5.1 Were the +securities issued under an exception in Listing Rule 7.2 and therefore the issue did not need any security holder approval under Listing Rule 7.1?

Yes

5.1a Select the number of the applicable exception in Listing Rule 7.2

13

Appendix 3G - Notification of issue, conversion or payment up of unquoted equity securities 6 / 6

FAQ

What did Novonix (NVX) disclose in this Form 6-K and Appendix 3G?

Novonix disclosed the issue of 5,862,567 NVXAD performance rights on May 5, 2026 under an employee incentive scheme. These securities are unquoted on ASX and were issued to key management personnel, expanding the company’s existing pool of performance rights.

How many performance rights did Novonix (NVX) grant and to whom?

Novonix granted 5,862,567 NVXAD performance rights to key management personnel member Michael O'Kronley. The rights were issued under an employee incentive scheme and are part of an existing class of unquoted securities that are not intended to be quoted on the ASX.

What is Novonix’s (NVX) current ordinary share count after this grant?

Following the issue, Novonix has 861,442,940 NVX ordinary fully paid shares on issue. This performance rights grant did not change the number of quoted ordinary shares, but updated the company’s overall capital structure disclosure, including unquoted instruments.

What unquoted securities does Novonix (NVX) have on issue after this transaction?

After the transaction, Novonix has 35,021,775 NVXAD performance rights, 14,016,667 NVXAA options expiring on various dates at various prices, and 45,221,586 NVXAL convertible notes. These classes are unquoted on ASX and form part of the company’s broader capital base.

Were Novonix (NVX) shareholders required to approve this performance rights issue?

Shareholders were not required to approve this issue. Novonix states the performance rights were issued under exception 13 of ASX Listing Rule 7.2, meaning the grant fell within an exemption from Listing Rule 7.1 security holder approval requirements for this type of incentive issuance.

Are the new Novonix (NVX) performance rights intended to trade on the ASX?

The new NVXAD performance rights are not intended to be quoted on ASX. They are described as other securities issued under an employee incentive scheme, forming part of an unquoted class that ranks equally with existing performance rights in that class from the issue date.

Filing Exhibits & Attachments

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