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. |
As previously disclosed in the Current Report on Form 8-K filed by enCore Energy Corp. (the “Company”) with the Securities and Exchange Commission on April 20, 2026, the Company terminated Robert J. Willette from his position as the Company’s Chief Executive Officer effective as of April 20, 2026. The departure of Mr. Willette was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices, including with respect to accounting principles, financial statement disclosure or internal controls, and the Board of Directors of the Company has determined that such termination was without cause.
In connection with Mr. Willette’s departure, the Company entered into a Separation and General Release Agreement with Mr. Willette (the “Separation Agreement”) effective July 8, 2026, pursuant to which, among other things, in lieu of the severance contemplated in his employment agreement with the Company effective September 24, 2025, Mr. Willette will receive (i) a cash payment of $1,800,000, less applicable tax withholdings and deductions and Mr. Willette’s documented attorneys’ fees and (ii) a grant of 300,000 nonqualified stock options under the Company’s 2024 Long Term Incentive Plan for continued consulting, cooperation and advisory services (the “Consulting Options”). The Consulting Options will be documented by a separate non-qualified stock option award agreement reflecting the terms of the Consulting Options, including but not limited to full vesting of the Consulting Options upon grant and a five-year term to exercise the Consulting Options (after which the Consulting Options will expire). The exercise price for each of the Consulting Options will be the closing price of the Company’s common shares on the grant date as reported on the Nasdaq Capital Market LLC.
Additionally, under the Separation Agreement, Mr. Willette will forfeit all outstanding unvested (i) stock options (other than the Consulting Options) previously granted under the Company’s 2021 Stock Option Plan and the Company’s 2024 Long Term Incentive Plan and (ii) restricted stock units under the Company’s 2024 Long Term Incentive Plan, which would have otherwise vested on a termination without cause.
The foregoing summaries of the Separation Agreement and form of non-qualified stock option grant agreement (Consulting Options) do not purport to be complete and are qualified in their entirety by reference to the Separation Agreement and form of non-qualified stock option agreement (Consulting Options), copies of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit | Description | |
| 10.1 | Separation and General Release Agreement, by and between Robert Willette and enCore Energy Corp. dated July 8, 2026 | |
| 10.2 | Form of Nonqualified Stock Option Award Agreement (Consulting Options) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
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.
| ENCORE ENERGY CORP. | ||||||
| By: | /s/ Robert W. Hudson Jr. | |||||
| Robert W. Hudson Jr. | ||||||
| General Counsel and Corporate Secretary | ||||||
| Dated: July 9, 2026 | ||||||