Equity Compensation Awards

3 Months Ended

Sep. 30, 2025

Share-Based Payment Arrangement [Abstract]

16. Equity Compensation Awards

The Company has established the 2021 Retention Plan (“the Retention Plan”) to issue shares in the effort to retain key executives, directors, and employees. The Retention Plan allows for several different types of awards to be granted, including but not limited to, restricted share units and restricted share awards, collectively referred to as “share awards”. Share awards generally have the same expense characteristics under US GAAP and generally vest over a four-year period at a rate of 25% per annum.

Under the Retention Plan, the Company is authorized to issue shares of common stock to employees and non-employees up to ten percent (10%) of the total number of shares of common stock outstanding as of December 31, 2022, on a fully diluted basis. The Company adjusts the authorized shares under the plan each December 31, while the Retention Plan remains in effect. During the three months ended September 30, 2025, the Company granted 8.1 million share awards under the Retention Plan.

AMERICAN BATTERY TECHNOLOGY COMPANY

Notes to the Condensed Consolidated Financial Statements

(unaudited)

The table below reflects the share award activity for the three months ended September 30, 2025:

	Units			Weighted- Average Grant Date Fair Value per Unit

Unvested share awards at June 30, 2025		8,583,466		$	1.93
Granted		8,029,895			2.13
Vested		(1,537,760	)		2.39
Forfeitures		(965,073	)	$	2.29
Unvested awards at September 30, 2025		14,110,528		$	1.97

As awards are granted, stock-based compensation equivalent to the fair market value of the underlying common stock on the date of grant is expensed over the requisite service period, generally four years with a maximum contractual term of ten years, using the graded vesting attribution method as acceptable under ASC 718, “Compensation-Stock Compensation.” The Company accounts for forfeitures as they occur. The fair value of share awards that vested during the three months ended September 30, 2025, totaled $7.5 million.

The Company recognized stock-based compensation expense of $2.3 million and $3.2 million for the three months ended September 30, 2025 and 2024, respectively. Of these amounts, $0.4 million and $0.5 million, respectively, were related to officers and directors of the Company. For the three months ended September 30, 2025 and 2024, total stock-based compensation expense included $0.3 million and $0.4 million, respectively, related to warrants awarded to officers of the Company.

As of September 30, 2025, there were approximately $18.1 million of unamortized expenses relating to outstanding equity compensation awards to be recognized over a remaining weighted-average period of 3.5 years.

The table below presents the stock-based compensation expense per respective line item on the condensed consolidated statements of operations for the three months ended September 30:

	September 30, 2025		September 30, 2024

Cost of goods sold	$	202,551	$	145,259
General and administrative		1,084,851		1,959,270
Research and development		961,531		902,268
Exploration		31,927		164,319
Total stock-based compensation	$	2,280,860	$	3,171,116

Executive officers and selected other key employees are eligible to receive common share performance-based awards, as determined by the board of directors. The payouts, in the form of share awards, vary based on the degree to which corporate operating objectives are met. These performance-based awards typically include a service-based requirement, which is generally four-years.

AMERICAN BATTERY TECHNOLOGY Co 10-Q