RUTLEDGE MICHAEL A 4

What Happened

• Michael A. Rutledge, CFO of International Battery Metals Ltd. (IBATF), received three derivative awards on Feb 4, 2026 totaling 3,313,167 restricted/performance share units. The grants were: 300,000 RSU/PBRSU; 1,937,036 RSUs/PBRSUs; and 1,076,131 PBRSUs. Each award shows an acquisition price of $0.00 (award/derivative designation "A"), meaning these are contingent rights to receive common shares if and when vesting conditions are met—not an open-market purchase or immediate sale.

Key Details

• Transaction date: February 4, 2026; Report filed Feb 4, 2026 (no late filing indicated in the report).
• Grant details and amounts: 300,000; 1,937,036; 1,076,131 — total 3,313,167 derivative units — acquisition price $0.00.
• Shares owned after transaction: not specified in the provided filing details.
• Nature of awards: Restricted Share Units (RSUs) and Performance-Based RSUs (PBRSUs) — contingent rights to receive common shares upon meeting vesting terms.
• Footnote highlights (vesting conditions described in the filing):
  • Some RSUs granted June 2, 2025 vest in full June 2, 2026 (time-based).
  • PBRSUs may vest on operational milestones (e.g., completion/deployment of two additional Direct Lithium Extraction plants).
  • Certain PBRSUs granted Feb 4, 2026 vest 60 days after a successful listing on a major exchange.
  • Other PBRSUs vest on financial/market milestones: EBITDA targets (50% at $25M, remainder at $50M annualized) and market-cap thresholds ($750M and $1.5B measured over a 60‑day VWAP).
• Transaction code: A = Award/Grant (derivative). No cash changed hands at grant.

Context

• RSUs/PBRSUs are compensation awards that convert to actual shares only if vesting conditions are met; they are commonly used to retain executives and align incentives with company performance. Because these are awards (not purchases or sales), they do not signal an immediate bullish or bearish personal trade by the insider.
• If/when these units vest and shares are issued, the insider may face tax consequences and the issuance could dilute existing shareholders.
• Retail investors should note the mix of time-based and performance-based vesting — some awards are tied to business milestones (plants deployed, EBITDA, market cap, or a successful exchange listing) that may indicate management’s targets for growth, but they are contingent and not guarantees of future share issuance or value.