Sec Form 4 Filing - Merrill Judd @ Aqua Metals, Inc. - 2024-12-19

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED 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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Merrill Judd 2. Issuer Name and Ticker or Trading Symbol Aqua Metals, Inc. [ AQMS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 5370 KIETZKE LN, SUITE 201 3. Date of Earliest Transaction (MM/DD/YY) 12/19/2024 (Street) RENO, NV89511 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 12/19/2024 A 124,633 ( 1 ) ( 2 ) A $ 0 223,023 ( 3 ) D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Performance Share Units $ 0 12/19/2024 A 6,924 ( 4 ) 12/31/2025 12/31/2025 Common Stock 6,924 $ 0 6,924 D Performance Share Units $ 0 12/19/2024 A 6,924 ( 5 ) 12/31/2026 12/31/2026 Common Stock 6,924 $ 0 6,924 D Performance Share Units $ 0 12/19/2024 A 6,924 ( 6 ) 12/31/2027 12/31/2027 Common Stock 6,924 $ 0 6,924 D Performance Share Units $ 0 12/19/2024 A 20,772 ( 7 ) 12/31/2027 12/31/2027 Common Stock 20,772 $ 0 20,772 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Merrill Judd 5370 KIETZKE LN SUITE 201 RENO, NV89511 Chief Financial Officer Signatures /s/ Judd Merrill 12/23/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents 124,633 shares underlying restricted stock units ("RSUs") that are not yet vested and deliverable. The RSUs will vest and be settled in six equal semi-annual installments over a three year period, subject to the Reporting Person's continuation of service with the Company. These RSUs have been granted under the Company's 2024 Long Term Incentive Program as non-cash stock awards. Each RSU shall entitle its holder to receive one Common Stock of the issuer. ( 2 )In addition to the time based vesting requirement of the RSUs, 72,882 RSUs will also have a vesting requirement subject to the approval of sufficient additional shares being approved and added to the 2019 Plan at the 2025 Annual Shareholders Meeting. ( 3 )Includes 170,519 shares underlying RSUs that are not yet vested and deliverable. ( 4 )Represents 6,924 shares underlying Performance Share Units (PSU) that vests based on Total Shareholder Return (TSR) which is based on the percentage difference between the current year 30-day average VWAP closing stock price at 12/31/2024 and a future date 30-day average VWAP closing stock price at 12/31/2025. TSR is paid out based on where AQMS compares with our pier group based on the following percentiles (50% 25th percentile, 100% at 50th percentile, 200% at 75th percentile). ( 5 )Represents 6,924 shares underlying PSUs that vests based on TSR which is based on the percentage difference between the current year 30-day average VWAP closing stock price at 12/31/2024 and a future date 30-day average VWAP closing stock price at 12/31/2026. TSR is paid out based on where AQMS compares with our pier group based on the following percentiles (50% 25th percentile, 100% at 50th percentile, 200% at 75th percentile). ( 6 )Represents 6,924 shares underlying PSUs that vests based on TSR which is based on the percentage difference between the current year 30-day average VWAP closing stock price at 12/31/2024 and a future date 30-day average VWAP closing stock price at 12/31/2027. TSR is paid out based on where AQMS compares with our pier group based on the following percentiles (50% 25th percentile, 100% at 50th percentile, 200% at 75th percentile). ( 7 )Represents 20,772 shares underlying PSUs that vests based on Stock price targets that can be achieved anytime during the period but no later than 3 years after the 12/31/2024. PSUs vests based upon hitting stock price hurdles (for five consecutive days closing prices)within three years of 12/31/2024. The stock vest in 3 hurdles, with 1/3 share vesting with a 50% increase in stock price, 1/3 vesting with a 100% increase in stock price and 1/3 vesting with a 150% increase in stock price. The base or starting stock price is calculated as the 30-day average VWAP closing price at 12/31/2024

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