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NOVONIX (NVX) COO reports 2,932,881 performance rights restructuring on Form 4

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

NOVONIX Ltd Chief Operating Officer Dwayne Arnold Johnson reported six Form 4 transactions involving performance rights linked to ordinary shares. All are coded as “other acquisition or disposition” (code J) and classified as restructuring transactions covering an aggregate 2,932,881 performance rights at an exercise price of $0.0000 per right. No shares were reported as bought or sold, and the transaction summary shows zero net buy or sell activity.

Positive

  • None.

Negative

  • None.
Insider Johnson Dwayne Arnold
Role Chief Operating Officer
Type Security Shares Price Value
Other Performance rights 1,724,285 $0.00 --
Other Performance rights 173,062 $0.00 --
Other Performance rights (time based) 258,883 $0.00 --
Other Performance rights (Time based) 258,884 $0.00 --
Other Performance rights (time based) 258,883 $0.00 --
Other Performance rights (time based) 258,884 $0.00 --
Holdings After Transaction: Performance rights — 0 shares (Direct, null); Performance rights (time based) — 0 shares (Direct, null); Performance rights (Time based) — 0 shares (Direct, null)
Footnotes (1)
Restructured performance rights 2,932,881 performance rights Total restructuringShares in Form 4 transaction summary
Individual performance rights block 258,884 performance rights Time-based performance rights with exercise date 2029-11-01
Individual performance rights block 1,724,285 performance rights Performance rights with exercise date 2028-12-31
Exercise price per right $0.0000 per right Conversion or exercise price for all reported performance rights
Derivative transactions count 6 transactions Total derivativeTransactionCount in transaction summary
Net buy/sell shares 0 shares netBuySellShares from transaction summary (neutral direction)
Performance rights financial
"security_title is listed as Performance rights and Performance rights (time based)"
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.
transaction code J regulatory
"Each transaction uses transaction_code "J" described as Other acquisition or disposition"
derivative security financial
"transaction_type is marked as derivative for all performance rights entries"
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
restructuringShares financial
"transactionSummary shows restructuringShares of 2932881 across six transactions"
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Johnson Dwayne Arnold

(Last)(First)(Middle)
1029 WEST 19TH STREET

(Street)
CHATTANOOGA TENNESSEE 37408

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
NOVONIX Ltd [ NVX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Operating Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/27/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance rights$005/27/2026J1,724,28512/31/202812/31/2029Ordinary shares1,724,285$00D
Performance rights$005/27/2026J173,06212/31/202712/31/2028Ordinary shares173,062$00D
Performance rights (time based)$005/27/2026J258,88311/01/202611/01/2030Ordinary shares258,883$00D
Performance rights (Time based)$005/27/2026J258,88411/01/202711/01/2030Ordinary shares258,884$00D
Performance rights (time based)$005/27/2026J258,88311/01/202811/01/2030Ordinary shares258,883$00D
Performance rights (time based)$005/27/2026J258,88411/01/202911/01/2030Ordinary shares258,884$00D
Explanation of Responses:
Remarks:
Lapse of performance rights on cessation of employment.
Suzanne Yeates05/27/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did NOVONIX (NVX) report for its COO?

NOVONIX’s COO Dwayne Arnold Johnson reported six Form 4 transactions involving performance rights. These are coded as “other acquisition or disposition” (code J) and classified as restructuring, affecting 2,932,881 performance rights linked to ordinary shares with a zero exercise price.

Did the NOVONIX (NVX) COO buy or sell common shares in this Form 4?

No common share purchases or sales were reported. The filing shows only derivative transactions in performance rights, all coded as “other acquisition or disposition,” with the transaction summary indicating zero net buy shares, zero net sell shares, and a neutral net buy/sell direction.

What securities are involved in the NOVONIX (NVX) COO’s Form 4 transactions?

The transactions involve derivative securities described as performance rights, including time-based performance rights. Each right is linked to an equal number of ordinary shares, with conversion or exercise prices listed as $0.0000 and various future exercise and expiration dates disclosed.

How many performance rights were affected in NOVONIX (NVX) COO’s restructuring?

The transaction summary shows 2,932,881 performance rights involved in restructuring transactions. Individual entries include blocks such as 258,884, 258,883, 173,062, and 1,724,285 performance rights, each tied to ordinary shares, all recorded on the same transaction date in the Form 4.

What does transaction code J mean in the NOVONIX (NVX) Form 4?

Transaction code J in this Form 4 is described as “Other acquisition or disposition.” In the summary, all six derivative transactions are treated as restructuring events, rather than standard open-market buys or sells, with no net buy or sell shares reported for the COO.

Are any performance rights remaining after the NOVONIX (NVX) COO transactions?

For each reported derivative transaction, the Form 4 shows total derivative securities owned following the transaction as 0.0000. The derivative position summary is empty, indicating no remaining performance rights positions are listed in this particular filing after these restructuring entries.