AMERICAN BATTERY TECHNOLOGY Co 8-K

What Happened
American Battery Technology Company (ABAT) filed an 8‑K on June 3, 2026 reporting that on May 29, 2026 the Board approved a Special Performance‑Based Restricted Stock Unit Award to CEO and CTO Ryan Melsert. The grant totals 2,200,000 restricted stock units (RSUs) under the company’s 2021 Equity Incentive Plan, with a four‑year performance period beginning May 29, 2026.

Key Details

• Grant size: 2,200,000 RSUs; each unit converts one‑for‑one into common shares if earned.
• Performance period: four years (May 29, 2026 to May 29, 2030). Each of five milestones earns 440,000 units.
• Milestones include: average stock price ≥ $10 over any 60 consecutive trading days; $100M+ revenue (operations + government contract reimbursements) over any consecutive four quarters; positive NEPA Record of Decision for the Tonopah Flats Lithium Project; positive Financial Investment Decision/Notice to Proceed for Tonopah Flats; and a long‑term offtake agreement ≥ $50M.
• Bonus: if all five milestones are met before the third anniversary, an additional 1,100,000 Bonus Units (50% of grant) are earned. Bonus Units are not earned by Change‑in‑Control accelerations.
• Vesting/acceleration: earned units vest pro rata based on completed quarters when a milestone is achieved and then quarterly for the remainder of the period. Full vesting occurs upon termination without Cause, death, Disability, or voluntary termination for Good Reason; certain Change‑in‑Control and related termination events also trigger full vesting (excluding Bonus Units). Unearned units are forfeited at the end of the performance period or upon certain terminations. Dividends while units outstanding are converted into additional units subject to the same restrictions.

Why It Matters
This award ties a large portion of the CEO’s compensation to specific operational, project, revenue and stock‑price milestones—potentially aligning management incentives with company growth and project advancement (notably the Tonopah Flats project). For investors, the grant represents potential future dilution: 2.2 million shares outstanding if all earned, rising to 3.3 million if the bonus is also earned. It also signals management focus areas (stock performance, $100M revenue target, NEPA/FID approvals, and offtake deals) that the company views as key value drivers.