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enCore Energy (NASDAQ: EU) details exit package for former CEO Willette

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

enCore Energy Corp. filed an update on its former Chief Executive Officer, Robert J. Willette. The board previously determined his April 20, 2026 termination was without cause and stated it did not arise from any disagreement over operations, policies, accounting, or controls.

Under a Separation and General Release Agreement effective July 8, 2026, Willette will receive a cash payment of $1,800,000 and a fully vested grant of 300,000 nonqualified stock options under the 2024 Long Term Incentive Plan for continued consulting and advisory services. The options have a five-year exercise term, with the exercise price set at the Nasdaq closing price on the grant date.

Willette will forfeit all other outstanding unvested stock options and restricted stock units that would otherwise have vested on a termination without cause. The company filed the separation agreement and the form of option award agreement as exhibits to this report.

Positive

  • None.

Negative

  • None.
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.
Cash severance payment $1,800,000 Separation and General Release Agreement effective July 8, 2026
Consulting Options granted 300,000 nonqualified stock options Grant under 2024 Long Term Incentive Plan for consulting services
Option term Five-year exercise period Term for Consulting Options granted to former CEO
Termination effective date April 20, 2026 Date Willette’s role as CEO ended
Separation agreement date July 8, 2026 Effective date of Separation and General Release Agreement
Separation and General Release Agreement financial
"the Company entered into a Separation and General Release Agreement with Mr. Willette"
nonqualified stock options financial
"a grant of 300,000 nonqualified stock options under the Company’s 2024 Long Term Incentive Plan"
A nonqualified stock option is a company-issued right that lets an employee or contractor buy shares later at a preset price, like a coupon to purchase stock regardless of the market price. It matters to investors because when the option is used the recipient owes ordinary-income tax on the difference between market and preset price, which affects the holder’s financial decisions and can change the company’s share count and reported expenses.
2024 Long Term Incentive Plan financial
"under the Company’s 2024 Long Term Incentive Plan for continued consulting"
restricted stock units financial
"restricted stock units under the Company’s 2024 Long Term Incentive Plan"
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.
termination without cause financial
"the Board of Directors of the Company has determined that such termination was without cause"
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FAQ

What does enCore Energy Corp. (EU) disclose about Robert Willette’s termination?

enCore Energy states Robert J. Willette was terminated as CEO effective April 20, 2026, and the board determined the termination was without cause. The company also notes his departure did not involve any disagreement on operations, policies, accounting, financial disclosure, or internal controls.

What severance payment will former CEO Robert Willette receive from enCore Energy (EU)?

Under the July 8, 2026 Separation and General Release Agreement, Robert Willette will receive a cash payment of $1,800,000, subject to tax withholdings, deductions, and reimbursement of documented attorneys’ fees. This replaces the severance originally contemplated in his September 24, 2025 employment agreement.

What stock options is enCore Energy (EU) granting Robert Willette after his departure?

Willette will receive 300,000 nonqualified stock options under enCore Energy’s 2024 Long Term Incentive Plan as Consulting Options. These options vest in full upon grant, have a five-year exercise term, and an exercise price equal to the Nasdaq closing price on the grant date.

Which equity awards is Robert Willette forfeiting under the enCore Energy (EU) separation deal?

Under the Separation Agreement, Willette forfeits all outstanding unvested stock options (other than the new Consulting Options) granted under the 2021 Stock Option Plan and 2024 Long Term Incentive Plan, as well as all unvested restricted stock units under the 2024 Long Term Incentive Plan that would have vested on a termination without cause.
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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): July 8, 2026

 

 

enCore Energy Corp.

(Exact name of registrant as specified in its charter)

 

 

 

British Columbia   001-41489   N/A
(State or other jurisdiction
of incorporation)
 

(Commission

File Number)

  (IRS Employer
Identification No.)

 

One Galleria Tower

13355 Noel Rd, Suite 1700

 
Dallas, TX   75240
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (361) 239-2025

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:

Common Shares, no par value   EU   The Nasdaq Stock Market LLC
Indicate by check
    TSX Venture Exchange

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.

As previously disclosed in the Current Report on Form 8-K filed by enCore Energy Corp. (the “Company”) with the Securities and Exchange Commission on April 20, 2026, the Company terminated Robert J. Willette from his position as the Company’s Chief Executive Officer effective as of April 20, 2026. The departure of Mr. Willette was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices, including with respect to accounting principles, financial statement disclosure or internal controls, and the Board of Directors of the Company has determined that such termination was without cause.

In connection with Mr. Willette’s departure, the Company entered into a Separation and General Release Agreement with Mr. Willette (the “Separation Agreement”) effective July 8, 2026, pursuant to which, among other things, in lieu of the severance contemplated in his employment agreement with the Company effective September 24, 2025, Mr. Willette will receive (i) a cash payment of $1,800,000, less applicable tax withholdings and deductions and Mr. Willette’s documented attorneys’ fees and (ii) a grant of 300,000 nonqualified stock options under the Company’s 2024 Long Term Incentive Plan for continued consulting, cooperation and advisory services (the “Consulting Options”). The Consulting Options will be documented by a separate non-qualified stock option award agreement reflecting the terms of the Consulting Options, including but not limited to full vesting of the Consulting Options upon grant and a five-year term to exercise the Consulting Options (after which the Consulting Options will expire). The exercise price for each of the Consulting Options will be the closing price of the Company’s common shares on the grant date as reported on the Nasdaq Capital Market LLC.

Additionally, under the Separation Agreement, Mr. Willette will forfeit all outstanding unvested (i) stock options (other than the Consulting Options) previously granted under the Company’s 2021 Stock Option Plan and the Company’s 2024 Long Term Incentive Plan and (ii) restricted stock units under the Company’s 2024 Long Term Incentive Plan, which would have otherwise vested on a termination without cause.

The foregoing summaries of the Separation Agreement and form of non-qualified stock option grant agreement (Consulting Options) do not purport to be complete and are qualified in their entirety by reference to the Separation Agreement and form of non-qualified stock option agreement (Consulting Options), copies of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.


Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit   

Description

10.1    Separation and General Release Agreement, by and between Robert Willette and enCore Energy Corp. dated July 8, 2026
10.2    Form of Nonqualified Stock Option Award Agreement (Consulting Options)
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.

 

    ENCORE ENERGY CORP.
    By:  

/s/ Robert W. Hudson Jr.

      Robert W. Hudson Jr.
      General Counsel and Corporate Secretary
Dated: July 9, 2026    

Filing Exhibits & Attachments

5 documents