NOVONIX cancels 5.78M performance rights

NOVONIX Limited reported a change to its share capital after certain employee-style awards lapsed.

Accepted by SEC EDGAR 06/29/2026 - 06:48 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

NOVONIX Limited reported a change to its share capital after certain employee-style awards lapsed. On 30 June 2026, a total of 5,781,507 NVXAD PERFORMANCE RIGHTS ceased due to the lapse of conditional rights where vesting conditions were not, or could not be, satisfied. The company confirmed it paid no consideration for this cessation.

After this change, NOVONIX’s issued capital includes 991,561,920 NVX ordinary fully paid shares on issue and unquoted equity securities such as 21,619,875 NVXAD performance rights, 14,016,667 NVXAA options, 1,371,566 NVXAB share rights and 45,221,586 NVXAL convertible notes.

Key Figures

Performance rights lapsed: 5,781,507 NVXAD performance rights Ordinary shares on issue: 991,561,920 NVX ordinary fully paid Remaining performance rights: 21,619,875 NVXAD performance rights +4 more

7 metrics

Performance rights lapsed 5,781,507 NVXAD performance rights Ceased on 30/06/2026 due to unmet conditions

Ordinary shares on issue 991,561,920 NVX ordinary fully paid Quoted equity securities after cessation

Remaining performance rights 21,619,875 NVXAD performance rights Unquoted equity securities on issue

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

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

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

Cessation consideration No consideration paid For lapse of 5,781,507 performance rights

Key Terms

PERFORMANCE RIGHTS, lapse of conditional right to securities, issued capital, convertible notes, +1 more

5 terms

PERFORMANCE RIGHTS financial

"NVXAD PERFORMANCE RIGHTS 5,781,507 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.

lapse of conditional right to securities financial

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

issued capital financial

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

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.

unquoted equity securities financial

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

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What change to NOVONIX (NVX) securities was announced in June 2026?

NOVONIX reported the cessation of 5,781,507 NVXAD PERFORMANCE RIGHTS on 30 June 2026. These rights lapsed because their conditions were not met or became incapable of being satisfied, reducing the pool of outstanding performance rights.

Why did 5,781,507 NOVONIX NVXAD performance rights lapse?

The 5,781,507 NVXAD PERFORMANCE RIGHTS lapsed due to a "lapse of conditional right to securities". The filing states the conditions attached to these rights were not met, or became incapable of being satisfied, so the rights ceased under their original terms.

Did NOVONIX pay any consideration for the cessation of these performance rights?

No, NOVONIX stated it is not paying any consideration for the cessation of the 5,781,507 NVXAD performance rights. This means the rights simply lapsed under their conditions, without any cash or other compensation being paid by the company.

What is NOVONIX’s ordinary share count after the June 2026 changes?

Following the cessation of certain performance rights, NOVONIX reported 991,561,920 NVX ordinary fully paid shares on issue. This figure reflects the company’s quoted ordinary equity securities used by the ASX to help calculate NOVONIX’s market capitalisation.

How many NOVONIX performance rights remain on issue after the lapse?

After the lapse of 5,781,507 NVXAD performance rights, NOVONIX reported 21,619,875 NVXAD PERFORMANCE RIGHTS on issue. These remaining rights are unquoted equity securities and are separate from the company’s quoted ordinary fully paid shares on the ASX.

What other unquoted NOVONIX securities are currently on issue?

NOVONIX lists several unquoted securities: 21,619,875 NVXAD performance rights, 14,016,667 NVXAA options, 1,371,566 NVXAB share rights and 45,221,586 NVXAL convertible notes. These instruments sit alongside the company’s 991,561,920 quoted ordinary shares on the ASX.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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 June, 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 June 30, 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: June 30, 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

Tuesday June 30, 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	5,781,507	Lapse of conditional right to securities because the conditions have not been, or have become incapable of being, satisfied	30/06/2026

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 30/6/2026

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

5,781,507

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?
30/6/2026	No

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

Performance rights forfeited 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	991,561,920

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	21,619,875
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

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EX-99.1 68.4 KB