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AMERICAN BATTERY TECHNOLOGY Co

For the period ended Sep 21, 2026. Filed Sep 22, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Sep 21, 2026 · Filed Sep 22, 2026

ABAT$1.34+11.7%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under §240.14a-12

American Battery Technology Company

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒No fee required
☐Fee paid previously with preliminary materials
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

**American Battery Technology Company

100 Washington Street, Suite 100

Reno, NV 89503

NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS

To Be Held on November 12, 2026

September 21, 2026

Dear Shareholders:

You are cordially invited to attend the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of American Battery Technology Company (“we,” “us” or the “Company”), on November 12, 2026, beginning at 12:00 p.m. Pacific Time, for the following purposes:

1.To elect five directors to the Company’s Board of Directors (the “Board”) to serve until their respective successors are duly elected and qualified;
2.To ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending June 30, 2027;
3.To conduct a non-binding advisory vote approving executive compensation;
4.To approve the American Battery Technology Company 2026 Equity Incentive Plan; and
5.To approve one or more adjournments of the Annual Meeting to a later date or dates to solicit additional proxies if there are insufficient votes to approve any of the proposals at the time of the Annual Meeting.

The Annual Meeting will be a virtual meeting of shareholders.

You may attend the online meeting and vote your shares electronically during the Annual Meeting via the internet by visiting: www.virtualshareholdermeeting.com/ABTC2026. We recommend that you log in at least fifteen minutes before the start of the Annual Meeting to ensure that you are logged in when the Annual Meeting starts.

The Board has fixed September 14, 2026, as the record date (the “Record Date”) for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof. At the close of business on the Record Date, 142,577,758 shares of the Company’s common stock were issued and outstanding. The presence, virtually or by proxy, of the holders of at least 33 1/3 percent of the Company’s shares entitled to vote at any meeting of stockholders as of the Record Date will constitute a quorum for the transaction of business at the Annual Meeting and any adjournment or postponement thereof.

We will be using the “Notice and Access” method of providing proxy materials to you via the internet. On or about September 25, 2026, we will mail to our shareholders a Notice of Availability of Proxy Materials (“Notice”) containing instructions on how to access our Proxy Statement and our 2026 Annual Report on Form 10-K for the fiscal year ended June 30, 2026, and vote electronically via the internet. This Notice also contains instructions on how to receive a printed copy of your proxy materials. Only shareholders of record at the close of business on the Record Date are entitled to notice and to vote at the Annual Meeting.

You may vote over the internet, as well as by telephone or, if you requested to receive printed proxy materials, you can also vote by mail pursuant to instructions provided on the proxy card. Please review the instructions for each of your voting options described in the Proxy Statement, as well as in the Notice you will receive in the mail.

Your vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to read the Proxy Statement and submit your proxy or voting instructions as soon as possible by internet, telephone or mail. For specific instructions on how to vote your shares, please refer to the instructions on the Notice of Internet Availability of Proxy Materials you will receive in the mail, or, if you request to receive printed proxy materials, your enclosed proxy card. Please note that shares held beneficially in street name may be voted by you in person at the Annual Meeting only if you obtain a legal proxy from the broker, bank, trustee, or other nominee that holds your shares giving you the right to vote the shares.

Sincerely,

Ryan Melsert, Chief Executive Officer

IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE

ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 12, 2026:

Copies of this Notice, the Proxy Statement following this Notice and the Annual Report to

Shareholders are available at www.proxyvote.com

TABLE OF CONTENTS

PROXY STATEMENT4
QUESTIONS AND ANSWERS ABOUT THE MEETING4
PROPOSAL NO. 1 - ELECTION OF DIRECTORS PROPOSAL9
CORPORATE GOVERNANCE AND BOARD MATTERS11
Board and Shareholder Meetings and Attendance14
Board Composition and Election of Directors15
Independent Directors15
Audit Committee15
Report of the Audit Committee of the Board of Directors16
Compensation Committee17
Compensation Committee Interlocks and Insider Participation17
Nominating and Corporate Governance Committee17
Board Leadership Structure17
Board’s Role in Risk Management18
Communications with our Board of Directors18
Code of Ethics and Business Conduct18
Anti-Hedging Policy18
Corporate Governance19
Family Relationships19
EXECUTIVE COMPENSATION20
Summary Compensation Table20
Outstanding Equity Awards at Fiscal Year-End22
Employment Agreements23
Delinquent Section 16(a) Reports24
Incentive Compensation Recovery Policy24
PAY VERSUS PERFORMANCE25
DIRECTOR COMPENSATION27
2026 Director Compensation27
Director Compensation Table27
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS28
Policies and Procedures Regarding Related Party Transactions28
Interest of Certain Persons in Matters to be Acted Upon28
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT28
PROPOSAL NO. 2 - AUDITOR RATIFICATION PROPOSAL29
PROPOSAL NO. 3 - SAY-ON-PAY PROPOSAL30
PROPOSAL NO. 4 – 2026 EQUITY INCENTIVE PLAN PROPOSAL31
PROPOSAL NO. 5 - ADJOURNMENT PROPOSAL39
HOUSEHOLDING OF PROXY MATERIALS39
SUBMISSION OF SHAREHOLDER PROPOSALS AND NOMINATIONS40
OTHER MATTERS40
APPENDIX A – AMERICAN BATTERY TECHNOLOGY COMPANY 2026 EQUITY INCENTIVE PLANA-1
ContentsView on SEC.gov

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