NioCorp (NASDAQ: NB) adopts new bonus plan and 2026 cash awards

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

NioCorp Developments Ltd. introduced a formal Company-wide annual incentive program and approved fiscal 2026 cash awards for its executives and other employees. The new Annual Incentive Program is designed to tie pay more closely to corporate milestones, safety, and individual performance across the organization.

Under the program for fiscal 2026, performance was weighted 45% on Board-approved corporate milestones related to project development, financing, permitting and execution readiness, 10% on safety results, and 45% on individual objectives. Cash awards for 2026 mark the first payouts under this structure, after no cash bonuses were paid to named executive officers for fiscal 2025.

For fiscal 2026, Chief Executive Officer Mark A. Smith received an approved award of $602,784, Chief Financial Officer Neal S. Shah received $345,621, and Chief Operating Officer Scott Honan received $378,197, generally payable around July 15, 2026.

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

Warrant share ratio: 1.11829212 Common Shares per warrant CEO 2026 AIP payout: $602,784 CFO 2026 AIP payout: $345,621 +5 more

8 metrics

Warrant share ratio 1.11829212 Common Shares per warrant Each warrant exercisable for 1.11829212 Common Shares

CEO 2026 AIP payout $602,784 Fiscal 2026 annual incentive award for CEO Mark A. Smith

CFO 2026 AIP payout $345,621 Fiscal 2026 annual incentive award for CFO Neal S. Shah

COO 2026 AIP payout $378,197 Fiscal 2026 annual incentive award for COO Scott Honan

Corporate milestone weighting 45% AIP performance weighting on corporate milestones for fiscal 2026

Safety performance weighting 10% AIP performance weighting on safety metrics for fiscal 2026

Individual performance weighting 45% AIP performance weighting on individual objectives for fiscal 2026

First AIP payout date on or about July 15, 2026 Expected cash payment timing for fiscal 2026 AIP awards

Key Terms

Annual Incentive Program, AIP, named executive officers, corporate milestones, +2 more

6 terms

Annual Incentive Program financial

"These actions included (1) the adoption of a Company-wide annual incentive program (the “AIP”)"

AIP financial

"The AIP is intended to operate as a Company-wide, performance-based, annual cash incentive award program"

named executive officers financial

"including the Company’s named executive officers"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

corporate milestones financial

"performance was weighted: 45% on the achievement of pre-established, Board-approved corporate milestones"

OSHA-reportable statistics technical

"10% on safety performance, measured by reference to the presence or absence of lost-time incidents and OSHA-reportable statistics"

emerging growth company regulatory

"Emerging growth company"

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.

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Understanding 8-K Material Events →

Available on EDGAR 07/08/2026 - 04:00 PM Accepted by SEC EDGAR 07/08/2026 - 04:00 PM

FAQ

What executive compensation changes did NioCorp (NB) announce for fiscal 2026?

NioCorp implemented a formal Annual Incentive Program and approved fiscal 2026 cash awards. The plan links pay to corporate milestones, safety, and individual performance, marking a shift from prior years when no cash bonuses were paid to named executive officers for fiscal 2025.

How much did NioCorp (NB) award its CEO under the 2026 incentive program?

For fiscal 2026, NioCorp’s Chief Executive Officer Mark A. Smith received an approved annual incentive payout of $602,784. Amounts for his services are paid to 76 Resources, LLC under a previously disclosed consulting arrangement related to his role with the company.

What incentive payouts did NioCorp (NB) approve for its CFO and COO for 2026?

For fiscal 2026, Chief Financial Officer Neal S. Shah received an annual incentive payout of $345,621, while Chief Operating Officer Scott Honan received $378,197. These cash awards are part of NioCorp’s new Company-wide Annual Incentive Program structure.

How is performance measured under NioCorp’s (NB) Annual Incentive Program?

For fiscal 2026, NioCorp weighted AIP performance 45% on corporate milestones, 10% on safety, and 45% on individual objectives. Corporate milestones focus on project development, financing, permitting and execution readiness, while safety uses lost-time incidents and OSHA-reportable statistics as key indicators.

When are NioCorp’s (NB) fiscal 2026 incentive awards expected to be paid?

NioCorp’s fiscal 2026 Annual Incentive Program awards were paid, or are expected to be paid, in cash on or about July 15, 2026. Payment is generally contingent on the participant’s continued service through the payment date under the program’s terms.

Did NioCorp (NB) pay executive cash bonuses for fiscal 2025?

No cash bonuses were approved for or paid to NioCorp’s named executive officers for fiscal 2025. The fiscal 2026 Annual Incentive Program payouts represent the first awards made and settled under the company’s formalized incentive compensation program for executives and employees.

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 2, 2026

NioCorp Developments Ltd.

(Exact name of registrant as specified in its charter)


British Columbia, Canada	001-41655	98-1262185
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7000 South Yosemite Street, Suite 115
Centennial, Colorado 80112
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (720) 334-7066

(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, without par value	NB	The Nasdaq Stock Market LLC
Warrants, each exercisable for 1.11829212 Common Shares	NIOBW	The Nasdaq Stock Market LLC
Common Share Purchase Rights	N/A	The Nasdaq Stock Market 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 July 2, 2026, the Board of Directors (the "Board") of NioCorp Developments Ltd. (the "Company"), acting on the recommendation of its Compensation and Organization Committee (the "Compensation Committee"), ratified a series of compensation actions intended to formalize and modernize the Company's executive officer pay program as the Company works to secure project financing and advance construction and commercial operation of its Elk Creek Project. The Compensation Committee developed these recommendations following a multi-month review conducted with the assistance of its independent compensation consultant, Semler Brossy. These actions included (1) the adoption of a Company-wide annual incentive program (the “AIP”) and (2) the determination and approval of AIP awards for the fiscal year ended June 30, 2026 (“fiscal 2026”) for employees of the Company and its subsidiaries, including the Company’s named executive officers.

Adoption of the AIP

The AIP is intended to operate as a Company-wide, performance-based, annual cash incentive award program in which substantially all of the Company’s and its subsidiaries’ regular full-time employees participate, including each of the Company’s named executive officers. Annual AIP award opportunities are established generally by employee role and band considerations, so that annual AIP award opportunities are generally based on the scope of an employee’s role on a consistent, Company-wide basis rather than negotiated individually. The Company adopted the AIP to help attract, motivate, and retain employees at all levels and to align the interests of its workforce, including senior management, with the long-term interests of the Company’s shareholders.

In general, under the AIP, each participant will have a target annual incentive award opportunity expressed as a percentage of base salary rate, with award payouts generally ranging from 0% to 200% of target based on performance against pre-established measures. For all eligible employees for fiscal 2026, performance was weighted: 45% on the achievement of pre-established, Board-approved corporate milestones tied to project development, financing, permitting, and execution readiness; 10% on safety performance, measured by reference to the presence or absence of lost-time incidents and OSHA-reportable statistics; and 45% on individual performance against objectives established at or near the beginning of the performance period. The Board evaluates the performance of the Chief Executive Officer, and the Chief Executive Officer evaluates the performance of the other named executive officers. Annual incentive awards under the AIP, if any, are generally payable in cash following the end of the applicable fiscal year, subject to the participant’s continued service through the payment date and the other terms of the AIP. For the fiscal year beginning July 1, 2026 and subsequent years, the Compensation Committee will choose the type, mix and weighting of applicable performance measures for AIP awards in its discretion. If the Compensation Committee determines that a change in the business, operations, corporate structure or capital structure of the Company, or the manner in which it conducts its business (or other events or circumstances) render any AIP performance measures or goals unsuitable, the Compensation Committee may in its discretion modify such performance measures or goals (or actual levels of achievement), in whole or in part, as the Compensation Committee deems appropriate and equitable.

Fiscal 2026 AIP Awards

In connection with the adoption of the AIP, and generally applying the AIP framework retroactively to the Company’s fiscal 2026 corporate milestones and individual objectives, the Compensation Committee approved AIP award payouts for fiscal 2026 to substantially all eligible employees of the Company and its subsidiaries. The fiscal 2026 AIP award payouts represent the first awards made and settled under the Company’s formalized incentive program; no cash bonuses were approved for or paid to the named executive officers for fiscal 2025.

The fiscal 2026 annual incentive award payouts approved for the named executive officers are set forth below:

Named Executive Officer	Title	Fiscal 2026 AIP Award Payout
Mark A. Smith	Chief Executive Officer (1)	$602,784
Neal S. Shah	Chief Financial Officer	$345,621
Scott Honan	Chief Operating Officer	$378,197

(1) Amounts payable in respect of Mr. Smith’s services are paid to 76 Resources, LLC under a previously-disclosed consulting arrangement.

The fiscal 2026 AIP awards were paid, or are expected to be paid, in cash on or about July 15, 2026. The Company expects to provide additional detail regarding the fiscal 2026 named executive officer awards in the executive compensation disclosure included in a subsequent Securities and Exchange Commission filing, as applicable.

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.

NIOCORP DEVELOPMENTS LTD.

DATE: July 8, 2026

By:	/s/ Neal S. Shah
	Name:	Neal S. Shah
	Title:	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

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