Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Chief Financial Officer

On January 25, 2026, the Board of Directors of the American Battery Technology Company (the "Company") appointed Alejandro Flores Arteaga to serve as Chief Financial Officer of the Company, effective February 9, 2026 (the "Employment Date").

Mr. Flores, age 50, brings over 20 years of experience in financial leadership across global automotive, commercial, and manufacturing industries. From July 2022 to October 2025, Mr. Flores served as Chief Financial Officer for a joint venture between Stellantis and Samsung SDI, where he was responsible for all financial, treasury, accounting, and risk management functions. During his tenure, he secured a $7.5 billion U.S. Department of Energy loan to establish advanced EV battery manufacturing capacity in the U.S. and managed a multi-billion-dollar capital expenditure budget. Prior to this, Mr. Flores held various senior financial leadership roles at Stellantis Mexico from 2015 to 2022, including Chief Financial Officer, where he oversaw full P&L accountability, treasury operations, FP&A, accounting, and tax functions. Earlier in his career, he held progressive finance and treasury roles at PACCAR Mexico from 2003 to 2014 and began his career in corporate finance and credit operations at Scotiabank Inverlat from 2001 to 2003. Mr. Flores holds a Bachelor's Degree in Finance from the Instituto Tecnológico y de Estudios Superiores de Monterrey (ITESM). He is fluent in English and Spanish and has extensive expertise in treasury operations, FP&A, M&A integration, strategic planning, governance, and operational finance.

There is no arrangement or understanding between Mr. Flores and any other persons, pursuant to which he was selected as Chief Financial Officer. Mr. Flores has not engaged in any transaction, or any currently proposed transaction, in which the Company was or is to be a participant and the amount involved exceeds $120,000, and in which any related person had or will have a direct or indirect material interest. There are no family relationships between Mr. Flores and any director or executive officer of the Company.

On January 25, 2026, the Company entered into an Offer Letter (the "Offer Letter") with Mr. Flores, pursuant to which Mr. Flores will be an at-will employee of the Company. Pursuant to the Offer Letter, Mr. Flores will receive an annual base salary of $280,000. Mr. Flores's annual cash bonus target is set at 75% of his annual base salary, which can be received based on the achievement of certain performance milestones. In addition, Mr. Flores is eligible to receive an annual award of restricted stock units ("RSUs") equal in value to $500,000 and $1,000,000 worth of warrants with a five-year expiration of a quantity and exercise price as calculated by Black-Scholes, both of which are conditioned on the achievement of certain performance milestones. These equity compensation awards will vest 1/16th quarterly from the Employment Date, accruing until the relevant milestone is achieved, until fully vested. The cash bonus and equity compensation awards will be prorated for the first year to reflect the fact that Mr. Flores joined the company approximately halfway through its fiscal year. The foregoing descriptions of the Offer Letter are qualified in their entirety by reference to the full text of the Offer Letter, a copy of which is filed as Exhibit 10.1hereto, and the terms of which are incorporated by reference.

Departure of Interim Chief Financial Officer

Jesse Deutsch, the Interim Chief Financial Officer, will retire from the Company effective February 9, 2026. Mr. Deutsch has been a key leader at the Company and the Company thanks Mr. Deutsch for his dedicated leadership.

In connection with Mr. Deutsch's resignation, and in recognition of his contributions to the Company, the Company will pay a cash bonus of $50,000 to Mr. Deutsch in connection with Mr. Deutsch's entry into a General Release Agreement dated January 29, 2026, a copy of which is filed as Exhibit 10.2hereto, and the terms of which are incorporated by reference.