Comstock (NYSE: LODE) approves 2026 equity plan awards for executives

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Comstock Inc. approved a new long-term equity incentive program for employees and executives under its 2026 Equity Incentive Plan. The Compensation Committee granted a total of 1,961,986 performance stock units (PSUs) and 783,618 restricted stock units (RSUs), representing about 37% of the plan’s authorized shares.

The CEO received 247,252 RSUs and 619,059 PSUs, the CFO received 121,597 RSUs and 304,449 PSUs, and the Chief Accounting Officer received 36,838 RSUs and 92,234 PSUs. PSUs vest only if stock price targets are met over three years and employment continues through June 30, 2029, while RSUs vest in three annual installments starting June 30, 2027.

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

Total PSUs granted: 1,961,986 PSUs Total RSUs granted: 783,618 RSUs Plan utilization: 37% of authorized shares +5 more

8 metrics

Total PSUs granted 1,961,986 PSUs Aggregate performance stock units under 2026 Equity Incentive Plan

Total RSUs granted 783,618 RSUs Aggregate restricted stock units under 2026 Equity Incentive Plan

Plan utilization 37% of authorized shares Portion of 2026 Equity Incentive Plan used by June 15, 2026 grants

CEO awards 247,252 RSUs & 619,059 PSUs Equity grants to Chief Executive Officer

CFO awards 121,597 RSUs & 304,449 PSUs Equity grants to Chief Financial Officer

CAO awards 36,838 RSUs & 92,234 PSUs Equity grants to Chief Accounting Officer

PSU vesting end date June 30, 2029 Employment must continue through this date for PSU vesting

RSU first vesting date June 30, 2027 First of three equal annual RSU installments

Key Terms

performance stock units, restricted stock units, 2026 Equity Incentive Plan, Compensation Committee, +2 more

6 terms

performance stock units financial

"approved equity awards ... consisting of an aggregate of 1,961,986 performance stock units (“PSUs”)"

Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.

restricted stock units financial

"consisting of an aggregate of ... 783,618 restricted stock units (“RSUs”)"

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.

2026 Equity Incentive Plan financial

"approved equity awards under the Company's 2026 Equity Incentive Plan"

Compensation Committee financial

"the Compensation Committee of the Board of Directors (the “Compensation Committee”)"

A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

vesting financial

"The PSUs are only eligible for vesting based on both the achievement of specified stock price performance targets"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

award agreement financial

"Form of Performance Share Unit Award Agreement ... Form of Restricted Stock Unit Award Agreement"

An award agreement is a legal contract that spells out the terms of a pay or equity grant—such as stock options, restricted shares, or cash bonuses—given to an employee, director or consultant. It describes what is being granted, any conditions for keeping it (for example, earning it over time or meeting performance targets), and what happens if the person leaves or breaks rules. Investors care because these agreements affect company costs, potential share dilution and how executives are motivated and rewarded.

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Understanding 8-K Material Events →

06/17/2026 - 05:22 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): June 15, 2026

COMSTOCK INC.

(Exact name of registrant as specified in its charter)

Nevada	001-35200	65-0955118
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

117 American Flat Road, Virginia City, Nevada 89440

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (775) 847-5272

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 Stock, par value $0.000666 per share	LODE	NYSE AMERICAN

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 June 15, 2026, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of Comstock Inc. (the “Company”) approved equity awards under the Company's 2026 Equity Incentive Plan consisting of an aggregate of 1,961,986 performance stock units (“PSUs”) and 783,618 restricted stock units (“RSUs”) granted to certain employees and executive officers of the Company.

The substantial majority of this incentive program is performance based with the performance targets tied to specified stock price appreciation over a three-year long-term incentive program. All grants represent approximately 37% of the shares authorized for issuance under the Company's recently approved 2026 Equity Incentive Plan.

Of the awards approved by the Compensation Committee, the Company's Chief Executive Officer received 247,252 RSUs and 619,059 PSUs, the Company's Chief Financial Officer received 121,597 RSUs and 304,449 PSUs, and the Company's Chief Accounting Officer received 36,838 RSUs and 92,234 PSUs.

The PSUs are only eligible for vesting based on both the achievement of specified stock price performance targets established by the Compensation Committee over the next three anniversaries of the program and the participants’ continued employment at June 30, 2029. Except as otherwise provided in the applicable grant agreements, participants are not eligible to vest prior to June 30, 2029.

The RSUs vest in three equal annual installments beginning June 30, 2027, subject to the recipient's continued service with the Company through each applicable vesting date.

The foregoing summaries of the RSUs and PSUs are qualified in their entirety by reference to the text of the RSU award agreement and PSU award agreement, which are attached as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by this reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description

10.1		Form of Performance Share Unit Award Agreement

10.2		Form of Restricted Stock Unit Award Agreement

104		Cover Page Interactive Data File (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.

	COMSTOCK INC.

Date: June 17, 2026	By:	/s/ Corrado De Gasperis
		Corrado De Gasperis Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What equity awards did Comstock Inc. (LODE) approve in June 2026?

Comstock approved equity awards totaling 1,961,986 performance stock units and 783,618 restricted stock units under its 2026 Equity Incentive Plan. These awards form a performance-focused, multi-year incentive program for certain employees and executive officers, tied primarily to stock price appreciation and continued employment.

How are Comstock’s new performance stock units (PSUs) structured?

The PSUs vest only if specified stock price performance targets set by the Compensation Committee are achieved over three anniversaries of the program and if participants remain employed on June 30, 2029. Participants generally cannot vest before June 30, 2029, aligning rewards with long-term share price performance.

When do Comstock Inc. (LODE) restricted stock units vest?

The RSUs vest in three equal annual installments beginning June 30, 2027, subject to each recipient’s continued service through the applicable vesting dates. This schedule is designed to retain key personnel over several years while gradually delivering equity-based compensation as service conditions are met.

How much of Comstock’s 2026 Equity Incentive Plan is used by these grants?

All RSU and PSU grants approved on June 15, 2026 represent approximately 37% of the shares authorized for issuance under Comstock’s 2026 Equity Incentive Plan. This indicates a significant initial allocation while leaving a majority of authorized shares available for future awards.

What awards did Comstock’s CEO, CFO, and CAO receive under the 2026 plan?

The CEO received 247,252 RSUs and 619,059 PSUs, the CFO received 121,597 RSUs and 304,449 PSUs, and the Chief Accounting Officer received 36,838 RSUs and 92,234 PSUs. These awards tie a substantial portion of leadership compensation to future stock performance and service.

Where can investors find the detailed terms of Comstock’s RSU and PSU awards?

Detailed terms are contained in the Form of Performance Share Unit Award Agreement and Form of Restricted Stock Unit Award Agreement, filed as Exhibits 10.1 and 10.2. These documents specify conditions such as vesting, forfeiture, and other key provisions governing the equity awards.

Filing Exhibits & Attachments

6 documents