DFLI Dragonfly Energy Holdings Corp. - 8-K

Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.

2026
Base Salary Reductions and Equity Awards to Named Executive Officers

On
March 15, 2026, members of the Company’s executive leadership team, including Denis Phares, Chief Executive Officer, Interim Chief
Financial Officer and President, Wade Seaburg, Chief Commercial Officer, and Tyler Bourns, Chief Marketing Officer (collectively, the
“Named Executive Officers”), each agreed to reduce their salary by approximately 20% for the remainder of fiscal 2026, effective
April 1, 2026. As a result of these reductions, the salaries for the following executive officers for fiscal 2026 shall be: (i) $497,600
for Dr. Phares; (ii) $221,000 for Mr. Seaburg, and (iii) $264,000 for Mr. Bourns. In addition, the Company’s Chief Operating Officer
agreed to reduce his salary by approximately 20% to $280,000 for the remainder of fiscal 2026, effective April 1, 2026.

In
lieu of cash compensation, the Named Executive Officers were granted option awards under the Company’s 2022 Equity Incentive Plan
(the “Plan”) as follows: (i) Dr. Phares received options to purchase 38,269 shares of the Company’s common stock, par
value $0.001 per share (the “Common Stock”), (ii) Mr. Seaburg received options to purchase 36,607 shares of Common Stock,
and (iii) Mr. Bourns received options to purchase 20,303 shares of Common Stock, in each case at an exercise price of $2.99 per share.
In addition, in lieu of cash compensation, the Chief Operating Officer received options to purchase 21,534 shares of Common Stock at
an exercise price of $2.99 per share under the Plan. The options vest in three equal annual installments, with one-third of the options
vesting on April 1, 2026, one-third vesting on April 1, 2027, and the remaining one-third vesting on April 1, 2028, in each case subject
to such Named Executive Officer’s continued service through the applicable vesting date and the terms of the Plan.

2026
Director Compensation and Equity Awards

Each
of the non-employee members of the Company’s Board of Directors (the “Board”) has also agreed to reduce their cash
compensation by approximately 20% for the remainder of fiscal 2026, effective April 1, 2026. In lieu of such cash compensation, each
of such directors was granted 13,364 RSUs in the aggregate under the Plan. The RSUs have the same vesting terms as the options, in each
case subject to continued service on the Board.

Item
7.01. Regulation FD Disclosure.

See
“Item 2.02 Results of Operation and Financial Condition” above.

The
information in this Current Report on Form 8-K under Items 2.02 and 7.01, including the information contained in Exhibit 99.1, is being
furnished to the Securities and Exchange Commission (the “SEC”), and shall not be deemed to be “filed” for the
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the
liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933,
as amended, or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.

Item
8.01. Other Events.

Employee
Cost Reductions and Equity Awards

The
Company has also implemented a 20% reduction in total payroll expense through a combination of targeted workforce reductions
and salary adjustments. In lieu of cash compensation, the other employees received restricted stock units for an aggregate
of up to 700,000 shares of Common Stock under the Plan. The RSUs have the same vesting terms as the options.

In
addition, the Company reduced discretionary spending, including a reduction in DTC-focused marketing expenses, to shift resources towards
growing commercial revenues. The Company is also consolidating its rental space, which is expected to result in a $4.0 million reduction
in expenses.

As
a result of the reduced management salaries, the reduced director fees, workforce reductions, the other reduced salaries and discretionary
spending, the Company expects these initiatives to generate approximately $8.9 million in annualized savings.

Forward-Looking Statements

This Current Report on Form
8-K contains forward-looking statements that involve estimates, assumptions, risks and uncertainties. Forward-looking statements include,
but are not limited to, statements regarding the Company’s guidance for the first quarter of 2026, preliminary results of operations
and financial position for fourth quarter and fiscal year 2025, planned products and services, business strategy and plans, market size
and growth opportunities, competitive position and technological and market trends, as well as other risks detailed from time to time
in the Company’s filings with the SEC, including in its Annual Report on Form 10-K for the year ended December 31, 2024. These
documents contain important factors that could cause actual results to differ from current expectations and from the forward-looking
statements contained in this Current Report on Form 8-K. These forward-looking statements speak only as of the date of this Current Report
on Form 8-K and the Company undertakes no obligation to publicly update any forward-looking statements to reflect new information, events
or circumstances after the date of this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d)
Exhibits.

Exhibit
No.

Description

99.1

Press Release of Dragonfly Energy Holdings Corp., dated March 16, 2026.

104

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