ABAT grants CEO 2.2M performance-based RSUs

American Battery Technology Company approved a special performance-based restricted stock unit award for CEO and CTO Ryan Melsert.

Rhea-AI Filing Summary

American Battery Technology Company approved a special performance-based restricted stock unit award for CEO and CTO Ryan Melsert. The grant covers 2,200,000 restricted stock units, each convertible into one share under the 2021 Equity Incentive Plan, over a four-year performance period starting May 29, 2026.

The units are tied to five milestones, each worth 440,000 units: an average stock price of at least $10 over 60 trading days, at least $100 million in revenue and government contract reimbursements over four consecutive quarters, a positive NEPA Record of Decision for the Tonopah Flats Lithium Project, a positive internal financial investment decision or notice to proceed for that project, and a long-term offtake agreement of at least $50 million.

If all five milestones are achieved before the third anniversary of the grant date, Melsert can earn an additional 1,100,000 bonus units. Earned units vest pro rata over the four-year period, with accelerated vesting on certain terminations and upon qualifying change-in-control events, while unearned units are forfeited at the end of the performance period or on non-qualifying termination.

Insights

Equity compensation and governance analyst

ABAT ties a large CEO equity award to stock, revenue, project and offtake milestones.

The company granted CEO Ryan Melsert up to 2,200,000 restricted stock units, plus 1,100,000 potential bonus units, fully contingent on achieving five operational and market milestones. These include a sustained share price threshold, substantial revenue, and key decisions on the Tonopah Flats Lithium Project.

The structure emphasizes long-term project execution and commercialization, since milestones reference NEPA approval, an internal financial investment decision or notice to proceed, and a long-term offtake agreement of at least $50 million. Payouts also depend on timing, with extra bonus units only if all milestones are met before the third anniversary of the grant.

Acceleration on termination without cause, death, disability, good reason, or qualifying change in control concentrates risk around leadership changes and strategic transactions. Subsequent disclosures in company filings will clarify if and when specific milestones are reached and units vest.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Base RSU grant: 2,200,000 units Units per milestone: 440,000 units Bonus RSUs: 1,100,000 units +4 more

7 metrics

Base RSU grant 2,200,000 units Performance-based RSUs granted to CEO on May 29, 2026

Units per milestone 440,000 units RSUs earned for each of five specified milestones

Bonus RSUs 1,100,000 units Additional units if all milestones met before third anniversary

Stock price milestone $10 Average closing price over any consecutive 60-day trading period

Revenue milestone $100 million Revenue and government contract reimbursements over four consecutive quarters

Offtake agreement value $50 million Minimum total value of long-term offtake agreement milestone

Performance period 4 years From May 29, 2026 grant date to fourth anniversary

Key Terms

restricted stock units, Performance Period, Record of Decision, Notice to Proceed, +2 more

6 terms

restricted stock units financial

"the Company granted Mr. Melsert 2,200,000 restricted stock units (the “Units”)"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Performance Period financial

"over a four-year performance period (the “Performance Period”) beginning on May 29, 2026"

The performance period is the specific time span over which an investment’s results, an employee’s targets, or a fund’s returns are measured and judged. It matters to investors because the length and start/end of that window determine which gains or losses count toward performance fees, bonus payouts, or benchmark comparisons—much like timing a race decides who wins, the chosen period can change whether results look strong or weak.

Record of Decision regulatory

"Issuance of a positive Record of Decision from the NEPA Environmental Impact Statement review process"

A record of decision is an official written statement from a government regulator that explains and finalizes its approval or denial of a proposed project after reviewing environmental and legal factors. For investors, it matters because it removes a major regulatory uncertainty — like a referee’s final whistle — allowing a project to move forward, be funded, or be halted, which can change timelines, costs, and potential liabilities.

Notice to Proceed financial

"The issuance of a positive Financial Investment Decision, or Notice to Proceed, by the Company"

A notice to proceed is a formal, written authorization in a contract that tells a contractor to start work and often triggers the project clock, budgets, and key obligations. For investors it matters because it signals that planned spending, revenue recognition, milestone payments and schedule risks are beginning—similar to a green light at a construction site that converts plans into real cash flows and measurable progress.

Change in Control financial

"upon termination of employment without Cause within 12 months of a Change in Control"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

Good Reason financial

"or upon the voluntary termination of employment with Good Reason"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity award did American Battery Technology (ABAT) grant to its CEO?

American Battery Technology granted CEO Ryan Melsert 2,200,000 restricted stock units, each convertible into one share, under its 2021 Equity Incentive Plan. The award is fully performance-based and vests over a four-year period starting May 29, 2026, subject to specific milestones.

What performance milestones determine vesting of ABAT CEO’s 2,200,000 RSUs?

Each of five milestones earns 440,000 RSUs: an average share price of at least $10 over 60 trading days, at least $100 million in revenue and government contract reimbursements over four consecutive quarters, two key Tonopah Flats project decisions, and a $50 million offtake agreement.

How can ABAT’s CEO earn the additional 1,100,000 bonus restricted stock units?

Ryan Melsert may earn an extra 1,100,000 bonus RSUs if all five performance milestones are achieved before the third anniversary of the May 29, 2026 grant date. These bonus units follow the same vesting mechanics as the original 2,200,000 units once earned.

What is the vesting schedule for ABAT’s CEO performance-based RSUs?

Once a milestone is achieved, a prorated portion of the earned units, including any bonus units, vests immediately based on completed quarters in the four-year performance period. The remaining earned units vest in equal quarterly installments through the end of that four-year period.

What happens to ABAT CEO’s RSUs upon termination or change in control?

All earned units vest if employment ends without cause, due to death, disability, or with good reason. If termination without cause or with good reason occurs within 12 months of a change in control, all outstanding units are deemed earned and vest, but no additional bonus units are created in that event.

How are dividends treated on ABAT CEO’s performance-based restricted stock units?

If dividends or other distributions are paid on ABAT common stock while the restricted stock units are outstanding, their value is converted into additional units. These additional units are subject to the same vesting conditions and transfer restrictions as the underlying performance-based units.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/03/2026 - 05:00 PM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 29, 2026

AMERICAN BATTERY TECHNOLOGY COMPANY

(Exact name of registrant as specified in its charter)

Nevada		001-41811		33-1227980
(State or other jurisdiction of		(Commission		(IRS Employer
incorporation or organization)		File No.)		Identification Number)

100 Washington Street, Suite 100
Reno, NV		89503
(Address of principal executive offices)		(Zip Code)

(775) 473-4744

(Registrant’s telephone number including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, $0.001 par value		ABAT		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 29, 2026, the Board of Directors (the “Board”) of American Battery Technology Company (the “Company”) approved a Special Performance-Based Restricted Stock Unit Award Agreement (the “Award Agreement”) with Ryan Melsert, the Company’s Chief Executive Officer, Chief Technology Officer, and a member of the Board. Pursuant to the Award Agreement, the Company granted Mr. Melsert 2,200,000 restricted stock units (the “Units”), with each Unit representing the right to earn, on a one-for-one basis, shares of the Company’s common stock (“Common Stock”), pursuant to the American Battery Metals Corporation 2021 Equity Incentive Plan (the “Plan”). Any defined terms used but not defined herein shall have the respective meanings ascribed to such terms in the Award Agreement and Plan.

The Units are subject to performance-based conditions over a four-year performance period (the “Performance Period”) beginning on May 29, 2026 (the “Grant Date”) and ending on the fourth anniversary of the Grant Date. The Units will be earned, if at all, upon the Company’s achievement of the following performance milestones, with each performance milestone entitling Mr. Melsert to earn 440,000 Units:

	●	Achievement of an average Common Stock closing price of at least $10 over any consecutive 60-day trading period;
	●	Revenue from operations and government contract reimbursements over any consecutive four quarters of at least $100 million;
	●	Issuance of a positive Record of Decision from the NEPA Environmental Impact Statement review process for the Tonopah Flats Lithium Project;
	●	The issuance of a positive Financial Investment Decision, or Notice to Proceed, by the Company to proceed with the execution of the Tonopah Flats Lithium Project; and
	●	Execution of a long-term offtake agreement with a partner for the sale of products or providing of services with a total agreement value of at least $50 million.

If all five performance milestones are achieved prior to the third anniversary of the Grant Date, Mr. Melsert will earn an additional 50% of the originally granted number of Units, or an additional 1,100,000 Units (the “Bonus Units”).

Upon the date a performance milestone is achieved, a prorated portion of the earned Units, including any Bonus Units, will immediately vest based on the number of completed quarters during the four-year Performance Period, with the remainder of unvested earned Units and Bonus Units continuing to vest in equal quarterly installments during the remainder of the Performance Period.

All earned Units will automatically vest upon the termination of Mr. Melsert’s employment by the Company without Cause, due to Mr. Melsert’s death or Disability, or upon the voluntary termination of employment with Good Reason. In addition, upon termination of employment without Cause within 12 months of a Change in Control, or the voluntary termination of employment with Good Reason within 12 months of a Change in Control, all outstanding Units shall be deemed earned and will vest in full. For the avoidance of doubt, any Units deemed earned in connection with a Change in Control will not include any Bonus Units.

Any Units that are not earned during the Performance Period will be cancelled and forfeited to the Company on the earliest to occur of (i) the fourth anniversary of the Grant Date or (ii) termination of Mr. Melsert’s employment for any reason not in connection with a Change in Control. If Mr. Melsert’s employment terminates prior to the fourth anniversary of the Grant Date for any reason other than termination without Cause, death, Disability, or voluntary termination with Good Reason, Mr. Melsert will forfeit all right, title and interest in the earned Units.

If dividends or other distributions are paid with respect to the Common Stock while the Units are outstanding, the dollar amount or fair market value of such dividends or distributions will be converted into additional Units, subject to the same vesting and transfer restrictions as the underlying Units.

The Units are non-transferable and may not be pledged, hypothecated, or otherwise encumbered, except by will or the laws of descent and distribution.

The foregoing description of the Award Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Award Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description of Exhibit
10.1		Special Performance-Based Restricted Stock Unit Award Agreement, dated May 29, 2026, between American Battery Technology Company and Ryan Melsert
104		Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AMERICAN BATTERY TECHNOLOGY COMPANY
Date: June 3, 2026	By:	/s/ Ryan Melsert
		Ryan Melsert
		Chief Executive Officer

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 34.6 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.9 KB