NOVONIX (ASX: NVX) grants 546,279 unquoted employee performance rights

Rhea-AI Filing Summary

NOVONIX Limited has issued 546,279 unquoted NVXAD performance rights under its employee incentive scheme, with these rights ranking equally with existing securities in that class. None of the new rights were issued to key management personnel or their associates.

After this grant, NOVONIX has 861,442,940 NVX ordinary fully paid shares on issue. Its unquoted securities on issue include 29,159,208 NVXAD performance rights, 14,016,667 NVXAA options expiring on various dates at various prices, 1,008,567 NVXAB share rights and 45,221,586 NVXAL convertible notes. The issue was made under exception 13 of ASX Listing Rule 7.2, so it did not require separate security holder approval under Listing Rule 7.1.

Key Figures

New performance rights issued: 546,279 NVXAD performance rights Ordinary shares on issue: 861,442,940 NVX ordinary fully paid shares Total performance rights on issue: 29,159,208 NVXAD performance rights +3 more

6 metrics

New performance rights issued 546,279 NVXAD performance rights Issued under employee incentive scheme on April 28, 2026

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

Total performance rights on issue 29,159,208 NVXAD performance rights Unquoted securities on issue after the grant

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

Share rights on issue 1,008,567 NVXAB share rights Unquoted share rights outstanding

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

Key Terms

+employee incentive scheme, PERFORMANCE RIGHTS, unquoted +securities, ASX Listing Rule 7.2, +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 546,279 28/04/2026"

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.

unquoted +securities financial

"We give notice of the issue, conversion or payment up of the following unquoted +securities"

ASX Listing Rule 7.2 financial

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

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.

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 April, 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 April 28, 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: April 28, 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

Tuesday April 28, 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	546,279	28/04/2026

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

28/4/2026

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

28/4/2026

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?

No

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

chrome-extension://efaidnbmnnnibpcajpcglclefindmkaj/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

546,279

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	29,159,208
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

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) announce in this Form 6-K and Appendix 3G?

NOVONIX issued 546,279 unquoted NVXAD performance rights under its employee incentive scheme. These rights rank equally with existing performance rights and are not intended to be quoted on ASX, reflecting equity-based compensation rather than a public capital raise.

How many NOVONIX (NVX) performance rights were issued and in which class?

NOVONIX issued 546,279 NVXAD performance rights on April 28, 2026. NVXAD is an existing unquoted class on ASX, and the new rights rank equally in all respects with previously issued securities in that class from their issue date.

Did NOVONIX (NVX) issue these performance rights to key management personnel?

No, NOVONIX stated that none of the 546,279 NVXAD performance rights were issued to key management personnel or their associates. This suggests the grant relates to other employees participating in the company’s broader incentive arrangements.

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

Following the grant, NOVONIX has 861,442,940 NVX ordinary fully paid shares on issue. This figure reflects the company’s quoted equity base on ASX and provides context for the scale of its unquoted incentive and financing securities.

What unquoted securities does NOVONIX (NVX) have on issue following this notification?

After the notification, NOVONIX has 29,159,208 NVXAD performance rights, 14,016,667 NVXAA options, 1,008,567 NVXAB share rights and 45,221,586 NVXAL convertible notes. These instruments sit alongside its quoted ordinary shares and support incentives and funding structures.

Was shareholder approval required for NOVONIX (NVX)’s new performance rights issue?

No, the performance rights were issued under exception 13 of ASX Listing Rule 7.2. This means the transaction did not require separate security holder approval under Listing Rule 7.1, consistent with certain employee incentive scheme exemptions.

Filing Exhibits & Attachments

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