8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 01, 2026

5E ADVANCED MATERIALS, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-41279

87-3426517

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

9329 Mariposa Road, Suite 210

Hesperia, California

92344

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (442) 221-0225

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, $0.01 par value per share

FEAM

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 1.01 Entry into a Material Definitive Agreement. The information contained in Item 2.01 of this Current Report on Form 8-K (this “Current Report”) regarding the Promissory Note (as defined below) and the Bridge Facility (as defined below) is incorporated by reference into this Item 1.01 in its entirety.

Item 2.01 Completion of Acquisition or Disposition of Assets. On October 1, 2026 (the “Closing Date”), 5E SVM, LLC (“5E SVM”), a wholly owned subsidiary of 5E Advanced Materials, Inc. (the “Company”), completed the previously announced purchase of specified real property, production facilities, brine resources and other assets (collectively, the “Assets”) pursuant to an Asset Purchase Agreement (the “Asset Purchase Agreement” and the transactions contemplated thereunder, collectively, the “Acquisition”) with Searles Valley Minerals Inc., Trona Railway Company LLC and Searles Domestic Water Company LLC (collectively, the “Sellers”) and the other parties named therein.

On the Closing Date, 5E SVM purchased the Assets for consideration consisting of (i) approximately $3.4 million in cash (inclusive of a previously paid deposit), (ii) 8.3 million shares (the “Stock Consideration”) of common stock, $0.01 par value per share, of the Company (the “Common Stock”) and (iii) a senior unsecured promissory note, issued by 5E SVM for distribution to certain lenders of the Sellers, in an aggregate amount of approximately $6.2 million (the “Promissory Note”). Under the Asset Purchase Agreement, 5E SVM has also agreed to assume specified liabilities and contracts relating to the Assets, subject to certain limitations. In accordance with the Asset Purchase Agreement, the Stock Consideration includes 312,500 shares of Common Stock to be issued at a subsequent date upon satisfaction of specified conditions regarding the Assets, including Sellers’ delivery of specified deeds.

The Promissory Note accrues interest at a rate of 14.5% per annum, which accrues and is payable in-kind and capitalized quarterly to the principal amount thereof. The Promissory Note requires 5E SVM to make a cash payment of approximately $1.2 million on the 24-month anniversary of the Closing Date but otherwise matures on the fifth anniversary of the Closing Date. 5E SVM may prepay the Promissory Note at any time, in whole or in part, in cash without premium or penalty. The Promissory Note also contains customary covenants of 5E SVM, including specified restrictions on 5E SVM’s ability to make restricted payments, subject to exceptions.

Additionally, 5E SVM entered into a senior secured promissory note (the “Bridge Facility”) with Karnavati Holdings, Inc. (the “Lender”) on the Closing Date pursuant to the Asset Purchase Agreement, providing for $10.0 million in senior secured bridge financing. The Bridge Facility is secured by substantially all of 5E SVM’s assets and is guaranteed by the Company. Th