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Aqua Metals, Inc.

For the period ended Dec 31, 2025. Filed Mar 31, 2026.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 31, 2026

AQMS$1.41-6.0%Stored close · as of Nov 10, 2026

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Contents

Item 15. Exhibits and Financial Statement Schedules

Item 15.Exhibits and Financial Statement Schedules

(a) Financial statements

Reference is made to the Index and Financial Statements under Item 8 in Part II hereof where these documents are listed.

(b) Financial statement schedules

Financial statement schedules are either not required or the required information is included in the consolidated financial statements or notes thereto filed under Item 8 in Part II hereof.

(c) Exhibits

The exhibits to this Annual Report on Form 10-K are set forth below. The exhibit index indicates each management contract or compensatory plan or arrangement required to be filed as an exhibit.

NumberExhibit DescriptionMethod of Filing
3.1First Amended and Restated Certificate of Incorporation of the RegistrantIncorporated by reference from the Registrant’s Registration Statement on Form S-1 filed on June 9, 2015.
3.2Third Amended and Restated Bylaws of the RegistrantIncorporated by reference from the Registrant’s Current Report on Form 8-K filed on January 21, 2022.
3.3Certificate of Amendment to First Amended and Restated Certificate of Incorporation of the RegistrantIncorporated by reference from the Registrant’s Registration Statement on Form S-1 filed on June 25, 2015.
3.4Certificate of Amendment to the First Amended and Restated Certificate of IncorporationIncorporated by reference from the Registrant’s Quarterly Report on Form 10-Q filed on May 9, 2019.
3.5Certificate of Amendment to the First Amended and Restated Certificate of IncorporationIncorporated by reference from the Registrant’s Quarterly Report on Form 10-Q filed on July 21, 2022.
3.6Certificate of Amendment to the First Amended and Restated Certificate of IncorporationIncorporated by reference from the Registrant’s Current Report on Form 8-K filed on November 1, 2024.
4.1Specimen Certificate representing shares of common stock of RegistrantIncorporated by reference from the Registrant’s Registration Statement on Form S-1 filed on July 20, 2015.
4.2Warrant dated August 4, 2023 issued to Network 1 Financial Services, Inc.Incorporated by reference from the Registrant’s Annual Report on Form 10-K filed on March 28, 2024.
4.3Warrant dated July 21, 2023 issued to The Benchmark Company, LLCIncorporated by reference from the Registrant’s Annual Report on Form 10-K filed on March 28, 2024.
4.4Warrant dated January 22, 2019 issued to National Securities CorporationIncorporated by reference from the Registrant’s Current Report on Form 8-K filed January 17, 2019.
4.5Form of Non-Redeemable Common Stock Purchase Warrant issued to investors in May 2024 public offeringIncorporated by reference from the Registrant’s Current Report on Form 8-K filed May 15, 2024.
4.6Form of Warrant Agency Agreement to be entered into between the Company and VStock Transfer, LLCIncorporated by reference from the Registrant’s Current Report on Form 8-K filed May 15, 2024.
4.7Form of Underwriter Warrant to be issued to the Benchmark Company, LLC in May 2024 public offeringIncorporated by reference from the Registrant’s Current Report on Form 8-K filed May 15, 2024.
4.8Form of Common Stock Purchase Warrant issued to investors in December 2024 private placementIncorporated by reference from the Registrant’s Current Report on Form 10-K filed March 31, 2025.
4.9Form of Common Stock Purchase Warrant issued to investor in October 2025 private placementIncorporated by reference from the Registrant’s Current Report on Form 8-K filed October 16, 2025.
4.10Description of Capital StockIncorporated by reference from the Registrant’s Annual Report on Form 10-K filed on February 25, 2022.
10.1Form of Indemnification Agreement entered into by the Registrant with its Officers and DirectorsIncorporated by reference from the Registrant’s Registration Statement on Form S-1 filed on June 9, 2015.
10.2*Aqua Metals, Inc. Officer and Director Share Purchase PlanIncorporated by reference from the Registrant’s Quarterly Report on Form 10-Q filed on November 9, 2017.
10.3*Aqua Metals 2019 Stock Incentive PlanIncorporated by reference from the Registrant's Definitive Proxy Statement filed on March 4, 2019.
10.4*Amended and Restated Executive Employment Agreement dated August 7, 2023 between the Registrant and Stephen CottonIncorporated by reference from the Registrant’s Annual Report on Form 10-K filed on March 28, 2024.
10.5*Amended and Restated Executive Employment Agreement dated August 7, 2023 between the Registrant and Judd MerrillIncorporated by reference from the Registrant’s Annual Report on Form 10-K filed on March 28, 2024.
10.6*Amended and Restated Executive Employment Agreement dated August 7, 2023 between the Registrant and Benjamin TaeckerIncorporated by reference from the Registrant’s Annual Report on Form 10-K filed on March 28, 2024.
10.7*Amended and Restated Aqua Metals 2022 Employee Stock Purchase PlanIncorporated by reference from the Registrant's Definitive Proxy Statement filed on April 5, 2023.
19.1Aqua Metals Insider Trading PolicyIncorporated by reference from the Registrant’s Annual Report on Form 10-K filed on March 31, 2025.
21.1List of subsidiaries of Registrant.Incorporated by reference from the Registrant’s Annual Report on Form 10-K filed on March 28, 2024.
23.2Consent of Forvis, LLP, Independent Registered Public Accounting Firm.Filed electronically herewith.
31.1Certification under Section 302 of the Sarbanes-Oxley Act of 2002.Filed electronically herewith.
31.2Certification under Section 302 of the Sarbanes-Oxley Act of 2002.Filed electronically herewith.
32.1Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.Filed electronically herewith.
99.1Aqua Metals Executive Officer Clawback PolicyIncorporated by reference from the Registrant’s Annual Report on Form 10-K filed on March 28, 2024.
101.INSInline XBRL Instance DocumentFiled electronically herewith
101.SCHInline XBRL Taxonomy Extension Schema DocumentFiled electronically herewith
101.CALInline XBRL Taxonomy Extension Calculation Linkbase DocumentFiled electronically herewith
101.LABInline XBRL Taxonomy Extension Label Linkbase DocumentFiled electronically herewith
101.PREInline XBRL Taxonomy Extension Presentation Linkbase DocumentFiled electronically herewith
101.DEFInline XBRL Taxonomy Extension Definition Linkbase DocumentFiled electronically herewith
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).Filed electronically herewith
  • Indicates management compensatory plan, contract or arrangement.
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