Are there related-party arrangements involving new Dragonfly Energy (DFLI) director Lukas Lutz?

Dragonfly Energy states there are no arrangements or understandings with other persons under which Lukas Lutz was selected as director. The company also notes there are no transactions involving him that require disclosure under Item 404(a) of Regulation S-K.

Dragonfly Energy appoints new independent director

Dragonfly Energy Holdings Corp. appointed Lukas Lutz as an independent director effective June 18, 2026.

Filing Impact

(Moderate)

Filing Sentiment

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Form Type

8-K

Rhea-AI Filing Summary

Dragonfly Energy Holdings Corp. appointed Lukas Lutz as an independent director effective June 18, 2026. He will serve as a Class B director with a term expiring at the 2027 annual meeting of stockholders, and will also join the Nominating and Corporate Governance Committee, replacing Brian Nelson.

In connection with his appointment, Lutz received a grant of 10,000 restricted stock units, with half vesting on the grant date and half on the one-year anniversary, contingent on his continued service. The award is made under the company’s 2022 Equity Incentive Plan, and he will receive standard non-employee director fees as disclosed in the company’s most recent Form 10-K. The company states there are no related-party arrangements or transactions requiring additional disclosure.

8-K Event Classification

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

1 item

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.

Key Figures

RSU grant: 10,000 restricted stock units Immediate vesting portion: 50% of 10,000 RSUs One-year vesting portion: 50% of 10,000 RSUs +2 more

5 metrics

RSU grant 10,000 restricted stock units Equity award to Lukas Lutz upon board appointment

Immediate vesting portion 50% of 10,000 RSUs Vests on grant date, subject to service

One-year vesting portion 50% of 10,000 RSUs Vests on one-year anniversary of grant date

Director term end 2027 annual meeting Term for Class B director seat held by Lutz

Appointment date June 18, 2026 Effective date of Lutz’s board and committee roles

Key Terms

independent director, Class B director, restricted stock units, 2022 Equity Incentive Plan, +1 more

5 terms

independent director financial

"the Board appointed Lukas Lutz to serve as an independent director, effective June 18, 2026"

An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.

Class B director financial

"Mr. Lutz was appointed as a Class B director, with a term expiring at the Company’s 2027 annual meeting"

restricted stock units financial

"Mr. Lutz was granted 10,000 restricted stock units (the “RSUs”), with one-half vesting upon the date of grant"

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.

2022 Equity Incentive Plan financial

"The RSU grant will be subject to the terms and conditions of the Company’s 2022 Equity Incentive Plan"

Nominating and Corporate Governance Committee financial

"and as a member of the Nominating and Corporate Governance Committee of the Board, replacing Brian Nelson"

A nominating and corporate governance committee is a group within a company's board of directors responsible for selecting and recommending individuals to serve as company leaders, such as directors or executives. They also develop and oversee policies to ensure the company is run fairly, ethically, and transparently. This committee matters to investors because it helps ensure the company is well-managed and guided by qualified, responsible leadership.

FAQ

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

What board change did Dragonfly Energy (DFLI) announce on June 18, 2026?

Dragonfly Energy appointed Lukas Lutz as an independent Class B director effective June 18, 2026. He also joined the Nominating and Corporate Governance Committee, replacing Brian Nelson, with a term running until the 2027 annual meeting of stockholders.

How is new director Lukas Lutz being compensated at Dragonfly Energy (DFLI)?

Lukas Lutz received 10,000 restricted stock units, half vesting on the grant date and half after one year of service. He will also receive standard non-employee director fees described in Dragonfly Energy’s most recent Form 10-K for 2025.

What are the vesting terms of the 10,000 RSUs granted to Lukas Lutz by DFLI?

Dragonfly Energy granted Lukas Lutz 10,000 restricted stock units in connection with his board appointment. One-half vests immediately on the grant date, and the remaining half vests on the one-year anniversary, subject to his continued service to the company.

Under which equity plan were the RSUs for Dragonfly Energy (DFLI) director Lukas Lutz granted?

The 10,000 restricted stock units granted to director Lukas Lutz were issued under Dragonfly Energy’s 2022 Equity Incentive Plan. The award is governed by that plan and a related restricted stock unit agreement detailing the specific terms and conditions.

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

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Accepted by SEC EDGAR 06/23/2026 - 07:45 AM EDT

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): June 18, 2026

DRAGONFLY ENERGY HOLDINGS CORP.

(Exact name of registrant as specified in its charter)

Nevada	001-40730	85-1873463
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

12915 Old Virginia Road
Reno, Nevada		89521
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (775) 622-3448

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:

☐	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 $0.0001 per share	DFLI	The Nasdaq Capital Market
Redeemable warrants, exercisable for common stock	DFLIW	The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 June 18, 2026, upon the recommendation of the Nominating and Corporate Governance Committee of the board of directors (the “Board”) of Dragonfly Energy Holdings Corp. (the “Company”), the Board appointed Lukas Lutz to serve as an independent director, effective June 18, 2026 and as a member of the Nominating and Corporate Governance Committee of the Board, replacing Brian Nelson. Mr. Lutz was appointed as a Class B director, with a term expiring at the Company’s 2027 annual meeting of stockholders and until his successor is duly elected and qualified or until his earlier resignation or removal.

In connection with his appointment, Mr. Lutz was granted 10,000 restricted stock units (the “RSUs”), with one-half vesting upon the date of grant and one-half vesting on the one-year anniversary of the date of the grant, subject to Mr. Lutz’s continued service to the Company. The RSU grant will be subject to the terms and conditions of the Company’s 2022 Equity Incentive Plan, and a related restricted stock unit agreement. Mr. Lutz will also be compensated pursuant to the Company’s standard practice for fees to non-employee directors, as described in the Company’s most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission on March 30, 2026.

There are no arrangements or understandings between Mr. Lutz and any other persons pursuant to which Mr. Lutz was selected as a director. There are no transactions in which Mr. Lutz has an interest requiring disclosure under Item 404(a) of Regulation S-K.

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.

	DRAGONFLY ENERGY HOLDINGS CORP.

Dated: June 23, 2026	By:	/s/ Denis Phares
	Name:	Denis Phares
	Title:	Chief Executive Officer, Interim Chief Financial Officer and President

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents