{"url_path":"/sec/abat/8-k/2026-06-03/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-03","source_url":"https://www.sec.gov/Archives/edgar/data/1576873/0001493152-26-027118-index.html","accession_number":"0001493152-26-027118","cik":"0001576873","ticker":"ABAT","issuer_name":"AMERICAN BATTERY TECHNOLOGY Co","edgar_url":"https://www.sec.gov/Archives/edgar/data/1576873/0001493152-26-027118-index.html","primary_entity_key":"0001576873","primary_entity_name":"AMERICAN BATTERY TECHNOLOGY Co"},"word_count":727,"has_tables":true,"body_markdown":"** **\n\n**Item\n5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of\nCertain Officers.**\n\n \n\nOn\nMay 29, 2026, the Board of Directors (the “Board”) of American Battery Technology Company (the “Company”) approved\na Special Performance-Based Restricted Stock Unit Award Agreement (the “Award Agreement”) with Ryan Melsert, the Company’s\nChief Executive Officer, Chief Technology Officer, and a member of the Board. Pursuant to the Award Agreement, the Company granted Mr.\nMelsert 2,200,000 restricted stock units (the “Units”), with each Unit representing the right to earn, on a one-for-one basis,\nshares of the Company’s common stock (“Common Stock”), pursuant to the American Battery Metals Corporation 2021 Equity\nIncentive Plan (the “Plan”). Any defined terms used but not defined herein shall have the respective meanings ascribed to\nsuch terms in the Award Agreement and Plan.\n\n \n\nThe\nUnits are subject to performance-based conditions over a four-year performance period (the “Performance Period”) beginning\non May 29, 2026 (the “Grant Date”) and ending on the fourth anniversary of the Grant Date. The Units will be earned, if at\nall, upon the Company’s achievement of the following performance milestones, with each performance milestone entitling Mr. Melsert\nto earn 440,000 Units:\n\n \n\n \n●\nAchievement\nof an average Common Stock closing price of at least $10 over any consecutive 60-day trading period;\n\n \n●\nRevenue from operations\nand government contract reimbursements over any consecutive four quarters of at least $100 million;\n\n \n●\nIssuance of a positive\nRecord of Decision from the NEPA Environmental Impact Statement review process for the Tonopah Flats Lithium Project;\n\n \n●\nThe issuance of a positive\nFinancial Investment Decision, or Notice to Proceed, by the Company to proceed with the execution of the Tonopah Flats Lithium Project;\nand\n\n \n●\nExecution of a long-term\nofftake agreement with a partner for the sale of products or providing of services with a total agreement value of at least $50 million.\n\n \n\nIf\nall five performance milestones are achieved prior to the third anniversary of the Grant Date, Mr. Melsert will earn an additional 50%\nof the originally granted number of Units, or an additional 1,100,000 Units (the “Bonus Units”).\n\n \n\nUpon\nthe date a performance milestone is achieved, a prorated portion of the earned Units, including any Bonus Units, will immediately vest\nbased on the number of completed quarters during the four-year Performance Period, with the remainder of unvested earned Units and Bonus\nUnits continuing to vest in equal quarterly installments during the remainder of the Performance Period.\n\n \n\nAll\nearned Units will automatically vest upon the termination of Mr. Melsert’s employment by the Company without Cause, due to Mr.\nMelsert’s death or Disability, or upon the voluntary termination of employment with Good Reason. In addition, upon termination\nof employment without Cause within 12 months of a Change in Control, or the voluntary termination of employment with Good Reason within\n12 months of a Change in Control, all outstanding Units shall be deemed earned and will vest in full. For the avoidance of doubt, any\nUnits deemed earned in connection with a Change in Control will not include any Bonus Units.\n\n \n\nAny\nUnits that are not earned during the Performance Period will be cancelled and forfeited to the Company on the earliest to occur of (i)\nthe fourth anniversary of the Grant Date or (ii) termination of Mr. Melsert’s employment for any reason not in connection with\na Change in Control. If Mr. Melsert’s employment terminates prior to the fourth anniversary of the Grant Date for any reason other\nthan termination without Cause, death, Disability, or voluntary termination with Good Reason, Mr. Melsert will forfeit all right, title\nand interest in the earned Units.\n\n \n\nIf\ndividends or other distributions are paid with respect to the Common Stock while the Units are outstanding, the dollar amount or fair\nmarket value of such dividends or distributions will be converted into additional Units, subject to the same vesting and transfer restrictions\nas the underlying Units.\n\n \n\nThe\nUnits are non-transferable and may not be pledged, hypothecated, or otherwise encumbered, except by will or the laws of descent and distribution.\n\n \n\nThe\nforegoing description of the Award Agreement does not purport to be complete and is qualified in its entirety by reference to the full\ntext of the Award Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference."}