Novonix (ASX: NVX) lapses 2,932,881 performance rights in May 2026

Rhea-AI Filing Summary

NOVONIX LIMITED reported that 2,932,881 unquoted NVXAD performance rights have lapsed because the performance conditions were not met or can no longer be satisfied. No consideration was paid for this cessation.

After this change, the company has 862,227,757 ordinary fully paid shares on issue, alongside remaining unquoted performance rights, options, share rights and convertible notes.

Key Figures

Performance rights lapsed: 2,932,881 NVXAD performance rights Ordinary shares on issue: 862,227,757 NVX ordinary fully paid shares Remaining NVXAD performance rights: 27,401,382 performance rights +3 more

6 metrics

Performance rights lapsed 2,932,881 NVXAD performance rights Cessation on 27/05/2026 due to unmet conditions

Ordinary shares on issue 862,227,757 NVX ordinary fully paid shares Issued capital after cessation of performance rights

Remaining NVXAD performance rights 27,401,382 performance rights Unquoted equity securities on issue after cessation

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

Share rights on issue 1,371,566 NVXAB share rights Unquoted equity securities on issue

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

Key Terms

PERFORMANCE RIGHTS, Appendix 3H, unquoted +equity securities, convertible notes, +1 more

5 terms

PERFORMANCE RIGHTS financial

"NVXAD PERFORMANCE RIGHTS 2,932,881 Lapse of conditional right to securities"

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.

Appendix 3H regulatory

"Exhibit 99.1 Appendix 3H (Notification of cessation of securities)"

unquoted +equity securities financial

"Unquoted +equity securities that have ceased Number of securities that have ceased 2,932,881"

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.

issued capital financial

"We provide the following information about our issued capital."

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 3H (Notification of cessation of securities) dated May 27, 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 27, 2026

Appendix 3H - Notification of cessation of securities

EXHIBIT 99.1

Announcement Summary

Entity name

NOVONIX LIMITED

Announcement Type

New announcement

Date of this announcement

Wednesday May 27, 2026

Details of +securities that have ceased

			Number of
	ASX +security		+securities that	The +securities have	Date of
	code	Security description	have ceased	ceased due to	cessation
	NVXAD	PERFORMANCE RIGHTS	2,932,881	Lapse of conditional right to securities because the conditions have not been, or have become incapable of being, satisfied	27/05/2026

Refer to next page for full details of the announcement

Appendix 3H - Notification of cessation of securities 1 / 4

Appendix 3H - Notification of cessation of securities

Part 1 - Announcement Details

1.1 Name of +Entity

NOVONIX LIMITED

We (the entity named above) provide the following information about our issued capital.

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 27/5/2026

Appendix 3H - Notification of cessation of securities 2 / 4

Appendix 3H - Notification of cessation of securities

Part 2 - Details of +equity securities or +debt securities that have ceased

ASX +Security Code and Description

NVXAD : PERFORMANCE RIGHTS

Unquoted +equity securities that have ceased Number of securities that have ceased

2,932,881

Reason for cessation

Lapse of conditional right to securities because the conditions have not been, or have become incapable of being, satisfied

Date of cessation	Is the entity paying any consideration for the cessation?
27/5/2026	No

Any other information the entity wishes to notify to ASX about the cessation?

Appendix 3H - Notification of cessation of securities 3 / 4

Appendix 3H - Notification of cessation of securities

Part 3 - Issued capital following changes

Following the cessation of the +securities the subject of this notification, the issued capital of the entity will comprise:

The figures in parts 3.1 and 3.2 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.

3.1 Quoted +equity securities and +debt securities (total number of each +class of +securities quoted on ASX)

ASX +security code and description	Total number of +securities on issue
NVX : ORDINARY FULLY PAID	862,227,757

3.2 Unquoted +equity securities (total number of each +class of +equity securities issued but not quoted on ASX)

ASX +security code and description	Total number of +securities on issue
NVXAD : PERFORMANCE RIGHTS	27,401,382
NVXAA : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES	14,016,667
NVXAB : SHARE RIGHTS	1,371,566
NVXAL : CONVERTIBLE NOTES	45,221,586

NVXAH : CONVERTIBLE DEBENTURES 35,000,000

Note: the figures stated in the tables above are used to calculate the total market capitalisation of the entity published by ASX from time to time. The table will not include those classes of +securities that have ceased or lapsed in their entirety in ASX records before the announcement date described in Q1.5, even if the entity has advised ASX of a change to that class of +security in Part 2 of this form.

Appendix 3H - Notification of cessation of securities 4 / 4

FAQ

What did NOVONIX (NVX) announce in this Form 6-K and Appendix 3H?

NOVONIX announced that 2,932,881 NVXAD performance rights have ceased due to unmet performance conditions. These rights lapsed without any consideration paid, and the company updated ASX on its issued capital structure following the cessation.

How many NOVONIX (NVX) performance rights lapsed in May 2026?

NOVONIX reported that 2,932,881 NVXAD performance rights lapsed on 27 May 2026. The lapse occurred because the conditional rights’ performance conditions either were not met or became incapable of being satisfied under the plan terms.

Did NOVONIX (NVX) pay any consideration for the cessation of performance rights?

No, NOVONIX stated it is not paying any consideration for the cessation of the 2,932,881 NVXAD performance rights. The rights simply lapsed after conditions were not achieved or became incapable of being met under the applicable arrangements.

What is NOVONIX’s (NVX) total ordinary share count after this change?

Following the lapse of the performance rights, NOVONIX reported 862,227,757 NVX ordinary fully paid shares on issue. This figure is used by ASX in calculating the company’s market capitalisation, subject to processing of any other capital changes.

What unquoted NOVONIX (NVX) securities remain on issue after the lapse?

After the cessation, NOVONIX still has 27,401,382 NVXAD performance rights, 14,016,667 NVXAA options, 1,371,566 NVXAB share rights and 45,221,586 NVXAL convertible notes on issue, according to the updated issued capital table provided to ASX.

Filing Exhibits & Attachments

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Press Releases

• EX-99.1 EX-99.1 68.3 KB