Novonix (ASX: NVX) lapses 139,547 NVXAD performance rights

Rhea-AI Filing Summary

NOVONIX Limited has reported the lapse of 139,547 NVXAD performance rights. These rights ceased on February 2, 2026 because the conditions attached to them were not met or had become incapable of being satisfied. No consideration was paid in connection with this cessation.

After this change, the company reports 859,902,420 NVX ordinary fully paid shares on issue. It also has 17,388,628 remaining NVXAD performance rights, 14,016,667 NVXAA options, 1,008,567 NVXAB share rights and 45,221,586 NVXAL convertible notes on issue.

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 February, 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 February 2, 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: February 2, 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

Monday February 02, 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	139,547	Lapse of conditional right to securities because the conditions have not been, or have become incapable of being, satisfied	02/02/2026

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 2/2/2026

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

139,547

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?
2/2/2026	No

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

Lapse of employee performance rights on cessation of employment.

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	859,902,420

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	17,388,628
NVXAA : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES	14,016,667
NVXAB : SHARE RIGHTS	1,008,567
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 filing?

Novonix reported the lapse of 139,547 NVXAD performance rights on February 2, 2026. These equity incentives expired because their conditions were not met, slightly reducing unquoted performance rights while leaving ordinary share capital unchanged at 859,902,420 shares on issue.

How many Novonix NVXAD performance rights lapsed and why?

A total of 139,547 NVXAD performance rights lapsed at Novonix. The company states they ceased due to a lapse of conditional rights, as the performance conditions were not satisfied or had become incapable of being satisfied, meaning these rights will no longer convert into shares.

Did Novonix (NVX) pay any consideration for the cessation of these rights?

Novonix paid no consideration for the cessation of the 139,547 NVXAD performance rights. The rights simply lapsed under their terms when conditions were not fulfilled, so there was no cash payment or repayment linked to this change in the company’s capital structure.

What is Novonix’s ordinary share count after this NVXAD lapse?

Following the lapse of the NVXAD performance rights, Novonix reports 859,902,420 NVX ordinary fully paid shares on issue. The lapse affected only unquoted performance rights and did not change the total number of quoted ordinary shares trading on the ASX.

How many unquoted Novonix equity securities remain on issue after the change?

After the reported lapse, Novonix lists 17,388,628 NVXAD performance rights, 14,016,667 NVXAA options, 1,008,567 NVXAB share rights, and 45,221,586 NVXAL convertible notes. These figures outline the company’s remaining unquoted equity-linked securities in addition to its quoted ordinary shares.

What does the NVXAD performance rights lapse mean for Novonix’s capital structure?

The NVXAD lapse modestly reduces potential future share issuance at Novonix by 139,547 rights. Ordinary shares remain at 859,902,420, while a substantial pool of unquoted performance rights, options, share rights, and convertible notes continues to form part of the company’s broader capital structure.