Bimergen Energy (NYSE: BESS) revises co-CEO roles and $425k salaries

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Bimergen Energy Corporation updated employment agreements for its top executives, effective April 1, 2026. The Compensation Committee amended contracts for Robert J. Brilon and Cole W. Johnson, confirming both as Co-Chief Executive Officers, with Mr. Brilon also serving as Chief Financial Officer and Mr. Johnson as President.

Each executive’s base salary was set at $425,000 per year, with potential increases at the Board’s discretion and additional performance bonuses tied to achieving specified milestones. Both amended agreements have five-year terms and automatically renew for one year if not terminated earlier.

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, and exhibit attachments filed with this report.

Key Figures

Co-CEO base salary: $425,000 per year Co-CEO base salary: $425,000 per year Agreement term: 5 years +1 more

4 metrics

Co-CEO base salary $425,000 per year Base salary for Robert J. Brilon as Co-CEO and CFO

Co-CEO base salary $425,000 per year Base salary for Cole W. Johnson as Co-CEO and President

Agreement term 5 years Initial term of each amended employment agreement

Automatic renewal period 1 year Auto-renewal if agreements are not terminated earlier

Key Terms

Co-Chief Executive Officer, performance bonuses, Emerging growth company, Inline XBRL

4 terms

Co-Chief Executive Officer financial

"The Brilon Agreement has the officer title updated to add the Co-Chief Executive Officer position"

performance bonuses financial

"Mr. Brilon has performance bonuses that Mr. Brilon can earn with the achievement of certain milestones"

Emerging growth company regulatory

"Emerging growth company Item 5.02."

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Inline XBRL technical

"Cover Page Interactive Data File (embedded within the Inline XBRL Document)"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

Understanding 8-K Material Events →

05/06/2026 - 05:07 PM

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): April 30, 2026

BIMERGEN ENERGY CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware

001-43138

93-3419812

(State or Other Jurisdiction of

Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

895 Dove Street. Suite 300

Newport Beach, California

92660

(Address of Principal Executive Offices)

(Zip Code)

(855) 946-0154

(Registrant’s Telephone Number, Including Area Code)

(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, par value $0.001 per share	BESS	NYSE American LLC
Common Stock Purchase Warrants	BESSWS	NYSE American 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 April 30, 2026, Bimergen Energy Corporation (“Bimergen”) Compensation Committee entered into amendments of its employment agreements with Robert J. Brilon as Co-Chief Executive Officer and Chief Financial Officer (the “Brilon Agreement”) and Cole W. Johnson as Co-Chief Executive Officer and President (the “Johnson Agreement”) effective April 1, 2026.

The Brilon Agreement has the officer title updated to add the Co-Chief Executive Officer position and increases Mr. Brilon’s base salary to $425,000 per year which can be increased at the discretion of the Board of Directors. In addition, Mr. Brilon has performance bonuses that Mr. Brilon can earn with the achievement of certain milestones. The term of the agreement is five years and will automatically renew for a one year period if it is not terminated earlier.

The Johnson Agreement has the officer title updated to add the Co-Chief Executive Officer position and increases Mr. Johnson’s base salary to $425,000 per year which can be increased at the discretion of the Board of Directors. In addition, Mr. Johnson has performance bonuses that Mr. Johnson can earn with the achievement of certain milestones. The term of the agreement is five years and will automatically renew for a one year period if it is not terminated earlier.

The foregoing descriptions of the Brilon Agreement and Johnson Agreement are not intended to be complete and are qualified in its entirety by reference to the Employment Agreement Amendments attached hereto as Exhibit 10.1 and 10.2 respectively and incorporated by reference into this Item 5.02.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Exhibit Description
10.1		Robert Brilon Employment Agreement dated April 30, 2026
10.2		Cole W. Johnson Employment Agreement dated April 30, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document)

SIGNATURES

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

	BIMERGEN ENERGY CORPORATION

Date: May 6, 2026	By:	/s/ Robert J. Brilon
	Name:	Robert J. Brilon
	Title:	Co-Chief Executive Officer and Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What executive changes did Bimergen Energy (BESS) disclose in this 8-K?

Bimergen Energy updated employment agreements for Robert J. Brilon and Cole W. Johnson, formally naming both as Co-Chief Executive Officers and confirming Brilon also as Chief Financial Officer and Johnson as President, under revised compensation and multi‑year contract terms.

What are the new base salaries for Bimergen Energy’s co-CEOs?

Both Robert J. Brilon and Cole W. Johnson will receive a base salary of $425,000 per year. These salaries can be increased at the discretion of Bimergen Energy’s Board of Directors, providing flexibility to adjust compensation over time.

Do Bimergen Energy’s co-CEOs receive performance bonuses under the amended agreements?

Yes. Each co-CEO is eligible for performance bonuses under the amended agreements. These bonuses are tied to the achievement of specified milestones, aligning a portion of their compensation with company and individual performance objectives described in their contracts.

How long do the amended employment agreements at Bimergen Energy last?

Each amended employment agreement has a five-year term. If not terminated earlier, the contracts automatically renew for an additional one-year period, providing continuity in leadership while allowing periodic review of terms by the company and executives.

Where can investors find the full text of Bimergen Energy’s amended executive agreements?

The complete amended employment agreements are filed as Exhibits 10.1 and 10.2. These exhibits, incorporated by reference, contain detailed terms for Robert J. Brilon’s and Cole W. Johnson’s contracts, including compensation structures and other employment conditions.

Filing Exhibits & Attachments

6 documents