UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 18, 2026, upon the recommendation of the Nominating and Corporate Governance Committee of the board of directors (the “Board”) of Dragonfly Energy Holdings Corp. (the “Company”), the Board appointed Lukas Lutz to serve as an independent director, effective June 18, 2026 and as a member of the Nominating and Corporate Governance Committee of the Board, replacing Brian Nelson. Mr. Lutz was appointed as a Class B director, with a term expiring at the Company’s 2027 annual meeting of stockholders and until his successor is duly elected and qualified or until his earlier resignation or removal.
In connection with his appointment, Mr. Lutz was granted 10,000 restricted stock units (the “RSUs”), with one-half vesting upon the date of grant and one-half vesting on the one-year anniversary of the date of the grant, subject to Mr. Lutz’s continued service to the Company. The RSU grant will be subject to the terms and conditions of the Company’s 2022 Equity Incentive Plan, and a related restricted stock unit agreement. Mr. Lutz will also be compensated pursuant to the Company’s standard practice for fees to non-employee directors, as described in the Company’s most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission on March 30, 2026.
There are no arrangements or understandings between Mr. Lutz and any other persons pursuant to which Mr. Lutz was selected as a director. There are no transactions in which Mr. Lutz has an interest requiring disclosure under Item 404(a) of Regulation S-K.
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DRAGONFLY ENERGY HOLDINGS CORP. | ||
| Dated: June 23, 2026 | By: | /s/ Denis Phares |
| Name: | Denis Phares | |
| Title: | Chief Executive Officer, Interim Chief Financial Officer and President | |