5E Advanced Materials, Inc.
For the period ended Jun 30, 2026. Filed Sep 17, 2026.
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FY2026 · Filed Sep 17, 2026
FEAM$1.81-6.7%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
(a)(1) and (2) Financial Statements; Financial Statement Schedules
Our consolidated financial statements as of and for the years ended June 30, 2026 and 2025, together with the notes thereto, and the reports of our independent registered public accounting firm PricewaterhouseCoopers LLP dated September 17, 2026 thereon, are presented in “Item 8. Financial Statements and Supplementary Data” of this Annual Report.
Financial Statement Schedules
Financial statement schedules listed under U.S. Securities and Exchange Commission rules but not included in this report are omitted because they are not applicable or the required information is provided in the notes to our consolidated financial statements.
EXHIBITS
(a)(3) Exhibits
The following documents are filed as exhibits hereto:
| Exhibit Number | Exhibit Title |
| 2.1# | Scheme Implementation Agreement dated as of October 11, 2021 between American Pacific Borates Limited and 5E Advanced Materials, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Registration Statement on Form 10-12B filed with the SEC on March 7, 2022). |
| 2.2# | Asset Purchase Agreement, dated September 14, 2026, by and among 5E Advanced Materials, Inc. and the other parties named therein (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 15, 2026). |
| 3.1 | Amended and Restated Certificate of Incorporation of 5E Advanced Materials, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 19, 2024). |
| 3.2 | Certificate of Amendment to Amended and Restated Certificate of Incorporation of 5E Advanced Materials, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 18, 2025). |
| 3.3 | Second Amended and Restated Bylaws of 5E Advanced Materials, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 1, 2024). |
| 4.1* | Description of Capital Stock. |
| 4.2 | Form of Series A Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 28, 2024). |
| 4.3 | Form of Series B Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on August 28, 2024). |
| 4.4 | Form of Restructuring Common Stock Purchase Warrant (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K dated January 14, 2025). |
| 4.5 | Form of Amendment and Notice to Exercise of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.4 to the Company’s Quarterly Report on Form 10-Q dated February 17, 2026). |
| 10.1 | Form of Indemnification Agreement for Directors and Officers (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form 10-12B filed with the SEC on March 7, 2022). |
| 10.2+ | Offer Letter from Fort Cady (California) Corporation to Mr. Weibel (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form 10-12B filed with the SEC on March 7, 2022). |
| 10.3+ | Offer Letter from 5E Advanced Materials, Inc. to Mr. van’t Hoff (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on October 25, 2022). |
| 10.4+ | Promotion Letter from Fort Cady (California) Corporation to Mr. Weibel (incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form 10-12B filed with the SEC on March 7, 2022). |
| 10.5 | Letter dated November 4, 2021 by 5E Advanced Materials, Inc. to ASX Limited regarding acknowledgment of CHESS Depositary Nominee (CDN) Function (incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form 10-12B filed with the SEC on March 7, 2022). |
| 10.6+ | Addendum to Offer Letter from Fort Cady (California) Corporation to Mr. Weibel (as amended by Promotion Letter from Fort Cady (California) Corporation to Mr. Weibel) (incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K filed with the SEC August 30, 2023). |
| 10.7 | Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on August 28, 2024). |
| 10.8 | Securities Subscription Agreement, dated January 14, 2025 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on January 14, 2025). |
| 10.9 | Fourth Amended and Restated Investor and Registration Rights Agreement, dated January 14, 2025 (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on January 14, 2025). |
| 10.10+ | Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on February 13, 2025). |
| Exhibit Number | Exhibit Title |
| 10.11+ | Amended and Restated 5E Advanced Materials, Inc. 2022 Equity Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 4, 2025). |
| 10.11(a)+ | Amendment to Amended and Restated 5E Advanced Materials, Inc. 2022 Equity Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 8, 2025). |
| 10.11(b)+* | Form of Stock Option Agreement pursuant to the Amended and Restated 5E Advanced Materials, Inc. 2022 Equity Compensation Plan. |
| 10.11(c)+* | Form of Restricted Share Unit Agreement pursuant to the Amended and Restated 5E Advanced Materials, Inc. 2022 Equity Compensation Plan. |
| 10.11(d)+* | Form of Performance Share Unit Agreement pursuant to the Amended and Restated 5E Advanced Materials, Inc. 2022 Equity Compensation Plan. |
| 10.12 | Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.21 to the Company’s Registration Statement on Form S-1 (File No. 333-292988) filed with the SEC on January 27, 2026). |
| 10.13+ | Non-Executive Director Appointment Letter, Curtis Hébert, Jr., dated March 6, 2025 (incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 15, 2025). |
| 10.14+ | Malm Employment Agreement, dated May 15, 2025 (incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 15, 2025). |
| 10.15+ | Non-Executive Director Appointment Letter, Jonathan Siegler, dated April 13, 2026 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 12, 2026). |
| 19.1* | Insider Trading Compliance Policy. |
| 21.1 | Subsidiaries of the Company (incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K filed with the SEC on September 9, 2024). |
| 23.1* | Consent of PricewaterhouseCoopers LLP. |
| 23.2* | Consent of Miocene, Inc. |
| 23.3* | Consent of Fluor Enterprises, Inc. |
| 23.4* | Consent of Geomega, Inc. |
| 23.5* | Consent of Escalante Geological Services LLC. |
| 23.6* | Consent of Paul Weibel, CPA, 5E Advanced Materials, Inc. |
| 31.1* | Certification of the Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a). |
| 31.2* | Certification of the Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a). |
| 32.1** | Certification of the Principal Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350. |
| 32.2** | Certification of the Principal Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350. |
| 96.1* | Preliminary Feasibility Study & Technical Report Summary, dated September 17, 2026. |
| 97.1 | Clawback Policy (incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K filed with the SEC on September 9, 2024). |
| 101* | Interactive data files (formatted as Inline XBRL). |
| 104* | Cover page interactive data file (formatted as Inline XBRL and contained in Exhibit 101). |
Schedules have been omitted pursuant to Items 601(a)(5) and 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the U.S. Securities and Exchange Commission. The Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules so furnished.
- Management contract or compensatory plan, contract or arrangement.
- Filed herewith.
** Furnished herewith.
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