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

(Last)(First)(Middle)
12 GREENWAY PLAZA
SUITE 1100

(Street)
HOUSTON TEXAS 77046

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
INTERNATIONAL BATTERY METALS LTD. [ IBATF ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/02/2026
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
Common Shares, no par value06/02/2026M450,000A$0(1)450,000D
Common Shares, no par value06/02/2026S197,292(2)D$0.094252,708D
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
Restricted Share Units(1)06/02/2026M450,000 (3) (3)Common Stock, no par value450,000$00D
Performance Based Restricted Share Units(4) (5) (5)Common Shares, no par value900,000900,000D
Performance Based Restricted Shares Units(4) (6) (6)Common Shares, no par value300,000300,000D
Performance Based Restricted Share Units(4) (7) (7)Common Shares, no par value1,937,0361,937,036D
Performance Based Restricted Share Units(6) (8) (8)Common Shares, no par value1,076,1311,076,131D
Explanation of Responses:
1. The Restricted Share Units ("RSUs") each represent a contingent right to receive one common share of International Battery Metals Ltd. (the "Issuer").
2. Represents the number of shares withheld by the Issuer to satisfy the tax withholding obligations incurred by the reporting person as a result of the shares received on June 2, 2026.
3. Represents Restricted Share Units ("RSUs") granted on June 2, 2025, under International Battery Metals Ltd.'s (the "Issuer") Amended and Restated Restricted Share Unit Plan (as amended, the "Plan"), which vests in full on June 2, 2026. Each RSU represents a contingent right to receive one Common Share.
4. The Performance Based Restricted Share Unit ("PBRSU") each represent a contingent right to receive one common share of International Battery Metals Ltd. (the "Issuer").
5. Represents Performance Based Restricted Share Units ("PBRSUs") granted on June 2, 2025, under the Plan, which shall vest upon completion of and deployment of two additional Direct Lithium Extraction Plants, subject to the terms of the associated Restricted Share Unit Agreement.
6. Represents Performance Based Restricted Share Units granted on February 4, 2026, which will vest in full 60 days following the Issuer's successful listing on a major stock exchange.
7. Represents Performance Based Restricted Share Units granted on February 4, 2026, of which, 50% shall vest upon the Issuer achieving an annualized EBITDA of $25 million and the remaining 50% shall vest upon the Issuer achieving an annualized EBITDA of $50 million.
8. Represents Performance Based Restricted Share Units granted on February 4, 2026, of which, 50% shall vest upon the Issuer achieving a $750 million market capitalization over a 60 day volume weighted average trading price and the remaining 50% shall vest upon the Issuer achieving $1.5 billion market capitalization over a 60 day volume weighted average trading price.
/s/ Norma Garcia, Attorney-in-Fact for Michael A. Rutledge06/04/2026
** 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.
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* Form 4: SEC 1474 (03-26)