Bion Environmental Technologies (BNET) ties director stock pay to note financing

Rhea-AI Filing Summary

Bion Environmental Technologies, Inc. adopted a new Director Compensation Policy for non-employee directors. Each non-employee director is entitled to an annual retainer of $50,000 for the fiscal years ended June 30, 2026 and ending June 30, 2027, and $25,000 for each fiscal year thereafter, payable entirely in common stock under existing equity plans. For the 2026 and 2027 fiscal years, the stock conversion price will match the price in the anticipated Note Conversion Financing, and all such compensation is expressly conditioned on that financing closing; otherwise, no director compensation is granted for those years. The Board also created a Lead Director role, effective June 30, 2026, with an additional stock retainer of $25,000 per year, and amended its Amended and Restated Bylaws to add this position and clarify its authority to compensate directors in cash, equity, or both.

Filing Explained

As of the August 13, 2026 filing, the Lead Director position had been established but the company had not designated an individual to fill it; the related additional $25,000 annual stock retainer therefore had no named recipient.

8-K Event Classification

3 items: 5.02, 5.03, 9.01

3 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Annual director retainer FY 2026-2027: $50,000 Standard annual director retainer thereafter: $25,000 Lead Director additional retainer: $25,000 +2 more

5 metrics

Annual director retainer FY 2026-2027 $50,000 Non-employee director annual retainer for fiscal years ended June 30, 2026 and ending June 30, 2027, payable in stock

Standard annual director retainer thereafter $25,000 Non-employee director annual retainer for each fiscal year after June 30, 2027, payable in stock

Lead Director additional retainer $25,000 Additional annual stock retainer for the director serving as Lead Director beginning fiscal year starting July 1, 2026

Lead Director effective date June 30, 2026 Bylaw Amendment establishing the Lead Director position effective as of June 30, 2026

Board approval date August 12, 2026 Board adopted the Director Compensation Policy and Bylaw Amendment on August 12, 2026

Key Terms

Director Compensation Policy, Lead Director, Note Conversion Financing, Amended and Restated Bylaws, +1 more

5 terms

Director Compensation Policy financial

"the Board of Directors adopted a Director Compensation Policy applicable solely to the Company’s non-employee directors"

Lead Director regulatory

"establishing the position of “Lead Director” of the Board, commencing with the fiscal year"

A lead director is a board member chosen by other independent directors to coordinate the board’s independent oversight of company management, acting like a team captain or referee who organizes meetings, leads discussions without the CEO present, and serves as a primary contact between independent directors and company leadership. Investors care because a strong lead director helps prevent conflicts of interest, improves decision-making and accountability, and signals that the board is actively watching how management runs the business.

Note Conversion Financing financial

"price per share equal to the price in the Company’s anticipated financing expected to trigger conversion of the Company’s outstanding convertible notes"

Amended and Restated Bylaws regulatory

"the Board adopted Amendment No. 1 to the Company’s Amended and Restated Bylaws"

A company’s amended and restated bylaws are its internal rulebook rewritten to include all changes in one updated document, replacing the old bylaws. For investors, this matters because the bylaws set how the board, shareholders and officers make decisions, hold votes and handle disputes; a new consolidated version can change voting rights, control mechanisms or procedures that affect corporate governance and the value or risk of an investment.

equity awards financial

"clarify the Board’s authority to compensate directors in cash, equity awards, or a combination thereof"

Equity awards are payments to employees or directors made in the form of company stock or rights to buy stock later, serving as a way to share ownership rather than cash. For investors, they matter because they align staff incentives with company performance, can increase the number of shares outstanding over time (which can reduce each share’s claim on profits), and create compensation costs that affect reported earnings.

FAQ

What director compensation changes did Bion Environmental Technologies (BNET) approve?

Bion Environmental Technologies approved a Director Compensation Policy giving non-employee directors an annual stock retainer of $50,000 for fiscal 2026 and 2027 and $25,000 thereafter, payable entirely in common shares under existing equity incentive plans.

How will BNET determine the share price for director retainers in 2026 and 2027?

For fiscal 2026 and 2027, BNET will convert director retainers into shares at the price in the anticipated Note Conversion Financing. All such grants are conditioned on that financing closing; if it does not close, no director compensation is issued for those years.

What is the new Lead Director role created by Bion Environmental Technologies (BNET)?

Bion Environmental Technologies added a Lead Director position effective for the fiscal year beginning July 1, 2026. The Lead Director works closely with the CEO on strategy, negotiations, and relationships and receives an additional annual $25,000 stock retainer.

How are BNET director retainers paid starting July 1, 2027?

Beginning July 1, 2027, BNET director retainers are earned in advance each July 1 and paid in shares. The share price equals the average closing price over the ten trading days ending on and including the immediately preceding June 30.

What bylaw changes did Bion Environmental Technologies (BNET) adopt on August 12, 2026?

On August 12, 2026, Bion Environmental Technologies adopted Amendment No. 1 to its Amended and Restated Bylaws, adding a Lead Director section and clarifying the Board’s authority to compensate directors in cash, equity awards, or a combination.

Are BNET’s director compensation awards guaranteed for fiscal 2026 and 2027?

They are not guaranteed. The company states that grants for fiscal 2026 and 2027 are expressly conditioned on closing the Note Conversion Financing; if it fails to close, no compensation is granted or paid for those years.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Understanding 8-K Material Events →

Available on EDGAR 08/13/2026 - 04:54 PM Accepted by SEC EDGAR 08/13/2026 - 04:53 PM Learn about SEC filing dates

false --06-30 0000875729 0000875729 2026-08-12 2026-08-12 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): August 13, 2026 (August 12, 2026)

BION ENVIRONMENTAL TECHNOLOGIES, INC.

Exact name of Registrant as Specified in its Charter

Colorado		000-19333		84-1176672
State or Other Jurisdiction of Incorporation		Commission File Number		IRS Employer Identification Number

9 East Park Court

Old Bethpage, New York 11804

Address of Principal Executive Offices, Including Zip Code

406-839-0816

Registrant's Telephone Number, Including Area Code

Not applicable

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:

☐ 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

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 August 12, 2026, the Board of Directors (the “Board”) of Bion Environmental Technologies, Inc. (the “Company”) adopted a Director Compensation Policy (the “Policy”) applicable solely to the Company’s non-employee directors, establishing the compensation payable to such non-employee directors for service on the Board.

Under the Policy, each non-employee director is entitled to an annual retainer of $50,000 for the Company’s fiscal years ended June 30, 2026 and ending June 30, 2027 (which the Board approved in recognition of the additional workload, responsibility and liability assumed by directors in connection with the Company’s ongoing turnaround efforts), and $25,000 for each fiscal year thereafter, unless otherwise changed by further resolution of the Board. Retainers are payable entirely in shares of the Company’s common stock granted under the Company’s 2006 Consolidated Incentive Plan adopted on 11/14/2006 (as amended) or the 2021 Equity Incentive Awards Plan adopted on 1/4/2022, in lieu of cash.

Beginning with the fiscal year commencing July 1, 2027, retainers will be earned in advance each July 1 by directors then serving on the Board and converted into shares at a price equal to the average of the closing prices of the Company’s common stock for the ten trading days ending on and including the immediately preceding June 30.

For the fiscal years ended June 30, 2026 and ending June 30, 2027, retainers will instead be converted into shares at a price per share equal to the price in the Company’s anticipated financing expected to trigger conversion of the Company’s outstanding convertible notes (the “Note Conversion Financing”). The grant, issuance, vesting and payment of director compensation for those two fiscal years is expressly conditioned upon the closing of the Note Conversion Financing. If the Note Conversion Financing does not close, no compensation will be granted, issued or paid to directors for those fiscal years, notwithstanding that the Policy describes such compensation as having been earned or accrued as of a given date for service-measurement purposes.

In connection with the Policy, the Board also approved an amendment to the Company’s Amended and Restated Bylaws, described further under Item 5.03 below, establishing the position of “Lead Director” of the Board, commencing with the fiscal year beginning July 1, 2026. The Lead Director will work closely with the Company’s Chief Executive Officer on business strategy, key negotiations, and shareholder and other business relationship management. Beginning with the fiscal year commencing July 1, 2026, the director serving as Lead Director will receive an additional annual retainer of $25,000, payable in shares on the same terms and timing described above for the standard annual retainer. As of the date of this Report, the Board has not yet designated an individual to serve as Lead Director.

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

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 12, 2026, the Board adopted Amendment No. 1 to the Company’s Amended and Restated Bylaws (the “Bylaw Amendment”), effective as of June 30, 2026. The Bylaw Amendment (i) added a new Section 22A to Article III of the Bylaws establishing the position of Lead Director of the Board, and (ii) amended and restated Section 23 of Article III (Compensation) to clarify the Board’s authority to compensate directors in cash, equity awards, or a combination thereof, including pursuant to a Director Compensation Policy adopted by the Board from time to time. See Item 5.02 above for a description of the Director Compensation Policy adopted by the Board in connection with the Bylaw Amendment.

The foregoing description of the Bylaw Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaw Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits 

Exhibit No.		Description
3.1		Amendment No. 1 to the Amended and Restated Bylaws of Bion Environmental Technologies, Inc.
10.1		Director Compensation Policy of Bion Environmental Technologies, Inc.
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

SIGNATURE

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.

	BION ENVIRONMENTAL TECHNOLOGIES, INC.
	By:	/s/ Stephen Craig Scott
Date: August 13, 2026	Name:	Stephen Craig Scott Interim CEO

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-3 AMENDMENT NO. 1 TO THE AMENDED AND RESTATED BYLAWS 25.1 KB
• EX-10 DIRECTOR COMPENSATION POLICY 17.7 KB
• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB