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.

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.