Current Report

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): February 12, 2026

BION ENVIRONMENTAL TECHNOLOGIES, INC.

Exact name of Registrant as Specified in its Charter

Colorado		000-19333		84-1176672
State or Other Jurisdiction of Incorporation		Commission File Number		IRS Employer Identification Number

9 East Park Court

Old Bethpage, New York 11804

Address of Principal Executive Offices, Including Zip Code

406-839-0816

Registrant's Telephone Number, Including Area Code

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)

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

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

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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

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 7.01 Regulation FD Disclosure.

On February 12, 2026 the Company issued a press release entitled “Bion Addresses Recent Market Activity” which press release has been placed on the Investors page of our website.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
99.1		Press Release titled “Bion Addresses Recent Market Activity”
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

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.

	BION ENVIRONMENTAL TECHNOLOGIES, INC.


	By:	/s/ Stephen Craig Scott
Date: February 12, 2026	Name:	Stephen Craig Scott Interim CEO

Exhibit 99.1

Bion Addresses Recent Market Activity

February 12, 2026. Billings, Montana. Bion Environmental Technologies, Inc. (OTC QB: BNET), a leader in advanced organic fertilizers produced from manure and other organic waste, issued the following statement regarding recent market activity.

On Sunday, February 6, 2026, Hackett Advisors published its Agricultural Smart Money Insiders Report that included a link to a video podcast with Craig Scott, Bion’s CEO. On Monday, it was released on their social media channels. Hackett Advisors provides subscription-based “commodity market analysis for hedgers and investors,” and was not compensated for the podcast. Here is a Link to the Podcast.

Craig Scott said, “I enjoyed speaking with Shawn Hackett. He is uniquely qualified to appreciate our circular and profit-driven solution for biogas/RNG producers that simultaneously generates our high-value organic nitrogen fertilizers. As stated in the podcast, we agree that while Bion is speculative and still faces real challenges, we’ve overcome a lot of them and are moving forward.”

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About Bion

Bion’s patented Ammonia Recovery System (ARS) produces advanced organic and low-carbon soluble nitrogen fertilizers from the problematic ammonia released when biogas is generated from animal manure and other organic waste streams, including food and food & beverage processing. Recovering this valuable resource, instead of allowing it to escape to the environment, prevents air and water pollution, produces clean water for reuse or discharge, and improves the economics of organic farming and biogas and livestock production. Bion’s platform aligns with global trends toward circular economy models and low-carbon and low-impact fuels and agriculture. https://bionenviro.com.

This material includes forward-looking statements based on management's current reasonable business expectations. In this document, the words and phrases ‘moving forward’, and similar expressions identify certain forward-looking statements. These statements are made in reliance on the Private Securities Litigation Reform Act, Section 27A of the Securities Act of 1933, as amended. There are numerous risks and uncertainties that could result in actual results differing materially from expected outcomes. Potential investors are urged to carefully review Bion’s SEC filings, including its Forms 10-K and 10-Q and the Risk Factors therein.

Contact Information:

Craig Scott, CEO

[email protected]

(406) 281-8178 (direct)