First Majestic Silver Corp 6-K, filed Dec 19, 2025

First Majestic Silver Corp (AG)

6-K 2025-12-19 For: 2025-12-18

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Added on April 11, 2026

About this 6-K

First Majestic Silver Corp filed this 6-K on December 19, 2025.

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Exhibit		Description

99.1		Material Change Report, dated December 18, 2025

99.2		Indenture, dated as of December 8, 2025


	FIRST MAJESTIC SILVER CORP.

Date: December 18, 2025
	By:	/s/ Samir Patel
	Name:	Samir Patel
	Title:	General Counsel & Corporate Secretary


		Page

Article I DEFINITIONS AND INCORPORATION BY REFERENCE			1

1.01	DEFINITIONS		1

1.02	OTHER DEFINITIONS		7

1.03	RULES OF CONSTRUCTION		9

Article II THE SECURITIES			10

2.01	FORM AND DATING		10

2.02	EXECUTION AND AUTHENTICATION OF SECURITIES		10

2.03	REGISTRAR, PAYING AGENT AND CONVERSION AGENT		11

2.04	PAYING AGENT TO HOLD MONEY IN TRUST		11

2.05	HOLDER LISTS		11

2.06	TRANSFER AND EXCHANGE		12

2.07	REPLACEMENT SECURITIES		12

2.08	OUTSTANDING SECURITIES		13

2.09	SECURITIES HELD BY THE COMPANY OR AN AFFILIATE		13

2.10	TEMPORARY SECURITIES		14

2.11	CANCELLATION		14

2.12	INTEREST PAYMENT AND RECORD DATES		14

2.13	NO SINKING FUND		14

2.14	DEFAULTED INTEREST		14

2.15	CUSIP NUMBERS		15

2.16	DEPOSIT OF MONEYS		15

2.17	BOOK-ENTRY PROVISIONS FOR GLOBAL SECURITIES		15


2.18	SPECIAL TRANSFER PROVISIONS	16

2.19	RESTRICTIVE LEGENDS	18

2.20	ADDITIONAL SECURITIES	18

Article III REDEMPTION AND PURCHASE UPON A FUNDAMENTAL CHANGE		19

3.01	RIGHTS OF REDEMPTION AND PURCHASE	19

3.02	NOTICES TO TRUSTEE	20

3.03	SELECTION OF SECURITIES TO BE REDEEMED	20

3.04	NOTICE OF REDEMPTION	21

3.05	EFFECT OF NOTICE OF REDEMPTION	22

3.06	DEPOSIT OF REDEMPTION PRICE	22

3.07	SECURITIES REDEEMED IN PART	23

3.08	TAX REDEMPTION	23

3.09	OFFER TO PURCHASE UPON A FUNDAMENTAL CHANGE	24

Article IV COVENANTS		30

4.01	PAYMENT OF SECURITIES	30

4.02	MAINTENANCE OF OFFICE OR AGENCY	30

4.03	RULE 144A INFORMATION AND SEC REPORTS	31

4.04	COMPLIANCE CERTIFICATE	33

4.05	STAY, EXECUTION AND USURY LAWS	33

4.06	CORPORATE EXISTENCE	33

4.07	NOTICE OF DEFAULT	34

4.08	PAYMENT OF ADDITIONAL AMOUNTS	34

Article V SUCCESSORS		37

5.01	WHEN COMPANY MAY MERGE, ETC	37

5.02	SUCCESSOR SUBSTITUTED	37


Article VI DEFAULTS AND REMEDIES		37

6.01	EVENTS OF DEFAULT	37

6.02	ACCELERATION	40

6.03	OTHER REMEDIES	41

6.04	WAIVER OF PAST DEFAULTS	41

6.05	CONTROL BY MAJORITY	41

6.06	LIMITATION ON SUITS	42

6.07	RIGHTS OF HOLDERS TO RECEIVE PAYMENT OR TO CONVERT THEIR SECURITIES	42

6.08	COLLECTION SUIT BY TRUSTEE	42

6.09	TRUSTEE MAY FILE PROOFS OF CLAIM	43

6.10	PRIORITIES	43

6.11	UNDERTAKING FOR COSTS	43

6.12	DELAY OR OMISSION NOT WAIVER	44

6.13	RESTORATION OF RIGHTS AND REMEDIES	44

Article VII TRUSTEE		44

7.01	DUTIES OF TRUSTEE	44

7.02	RIGHTS OF TRUSTEE	45

7.03	INDIVIDUAL RIGHTS OF TRUSTEE	48

7.04	DISCLAIMER OF THE TRUSTEE	48

7.05	NOTICE OF DEFAULTS	48

7.06	COMPENSATION AND INDEMNITY	49

7.07	REPLACEMENT OF TRUSTEE	50

7.08	SUCCESSOR TRUSTEE BY MERGER, ETC.	50

7.09	ELIGIBILITY; DISQUALIFICATION	51


Article VIII DISCHARGE OF INDENTURE		51

8.01	TERMINATION OF THE OBLIGATIONS OF THE COMPANY	51

8.02	APPLICATION OF TRUST MONEY	51

8.03	REPAYMENT TO COMPANY	51

8.04	REINSTATEMENT	52

Article IX AMENDMENTS		52

9.01	WITHOUT CONSENT OF HOLDERS	52

9.02	WITH CONSENT OF HOLDERS	53

9.03	REVOCATION AND EFFECT OF CONSENTS	54

9.04	NOTATION ON OR EXCHANGE OF SECURITIES	55

9.05	TRUSTEE PROTECTED	55

9.06	EFFECT OF SUPPLEMENTAL INDENTURES	55

Article X CONVERSION		56

10.01	CONVERSION PRIVILEGE; RESTRICTIVE LEGENDS	56

10.02	CONVERSION PROCEDURE AND PAYMENT UPON CONVERSION	56

10.03	TAXES ON CONVERSION	58

10.04	COMPANY TO PROVIDE COMMON SHARES	58

10.05	ADJUSTMENT OF CONVERSION RATE	59

10.06	NO ADJUSTMENT	67

10.07	OTHER ADJUSTMENTS	68

10.08	ADJUSTMENTS FOR TAX PURPOSES	68

10.09	NOTICE OF ADJUSTMENT	68

10.10	EFFECT OF RECLASSIFICATIONS, CONSOLIDATIONS, MERGERS, BINDING SHARE EXCHANGES OR SALES ON CONVERSION PRIVILEGE	69

10.11	TRUSTEE’S DISCLAIMER	71


10.12	RIGHTS DISTRIBUTIONS PURSUANT TO SHAREHOLDERS’ RIGHTS PLANS.	71

10.13	INCREASED CONVERSION RATE APPLICABLE TO CERTAIN SECURITIES SURRENDERED IN CONNECTION WITH MAKE-WHOLE FUNDAMENTAL CHANGES OR NOTICE OF REDEMPTION	72

Article XI MISCELLANEOUS		74

11.01	NOTICES	74

11.02	CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT	76

11.03	STATEMENTS REQUIRED IN CERTIFICATE OR OPINION	76

11.04	RULES BY TRUSTEE AND AGENTS	77

11.05	LEGAL HOLIDAYS	77

11.06	DUPLICATE ORIGINALS	77

11.07	GOVERNING LAW	77

11.08	SUBMISSION TO JURISDICTION	78

11.09	JUDGMENT CURRENCY	78

11.10	NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS	79

11.11	SUCCESSORS	79

11.12	SEPARABILITY	79

11.13	TABLE OF CONTENTS, HEADINGS, ETC	79

11.14	CALCULATIONS IN RESPECT OF THE SECURITIES	79

11.15	NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES OR SHAREHOLDERS	79

11.16	WAIVER OF JURY TRIAL	80


Exhibit A	-	Form of Global Security
Exhibit B-1	-	Form of Legend for Global Security
Exhibit B-2	-	Form of Private Placement Legend
Exhibit B-3	-	Form of Canadian Legend
Exhibit C	-	Form of Notice of Transfer Pursuant to Registration Statement


Exhibit D		-		Form of Certificate to be Delivered in Connection with Transfers Pursuant to Regulation S


Term		Defined in Section

“Additional Amounts”		4.08

“Applicable Price”		10.13

“Bankruptcy Law”		6.01

“Canadian Taxes”		4.08

“Clause A Distribution”		10.05

“Clause B Distribution”		10.05

“Clause C Distribution”		10.05

“Conversion Agent”		2.03

“Custodian”		6.01



“Event of Default”		6.01

“Excluded Holder”		4.08

“Excluded Taxes”		4.08

“Fundamental Change Notice”		3.09

“Fundamental Change Purchase Date”		3.09

“Fundamental Change Purchase Offer”		3.09

“Fundamental Change Purchase Price”		3.09

“Global Security”		2.01

“Ineligible Consideration”		10.10

“interest”		1.03

“Judgment Currency”		11.09

“Make-Whole Applicable Increase”		10.13

“Make-Whole Cap”		10.13

“Make-Whole Conversion Period”		10.13

“Make-Whole Consideration”		10.13

“Make-Whole Effective Date”		10.13

“New Shares”		10.10

“Notice of Default”		6.01

“Notice of Election”		3.08

“Notice of Redemption”		3.01

“Participants”		2.17

“Paying Agent”		2.03

“Physical Securities”		2.01

“Private Placement Legend”		2.19

“Redemption”		3.01

“Redemption Conversion Period”		10.13

“Reference Property”		10.10

“Registrar”		2.03

“Relevant Taxing Jurisdiction”		4.08

“Resale Restriction Termination Date”		2.19

“Restricted Transfer Default”		4.03

“Spin-Off”		10.05



“Spin-Off Shares”		10.10

“Successor”		5.01

“Trigger Event”		10.05


CR₀	=	the Conversion Rate in effect immediately prior to the close of business on the Record Date for such dividend or distribution, or the open of business on the effective date of such share split or share combination, as the case may be;

CR’	=	the Conversion Rate in effect immediately after the close of business on the Record Date for such dividend or distribution, or the open of business on the effective date of such share split or share combination, as the case may be;

OS₀	=	the number of Common Shares outstanding immediately prior to the close of business on the Record Date for such dividend or distribution, or the open of business on the effective date of such share split or share combination, as the case may be; and

OS’	=	the number of Common Shares outstanding immediately after such dividend or distribution, or such share split or share combination, as the case may be.


where

CR₀	=	the Conversion Rate in effect immediately prior to the close of business on the Record Date for such dividend or distribution;

CR’	=	the Conversion Rate in effect immediately after the close of business on the Record Date for such dividend or distribution;

SP₀	=	the average of the Closing Sale Prices of the Common Shares over the ten (10) consecutive Trading Day period immediately preceding the Ex-Date for such dividend or distribution;

C	=	the amount in cash per Common Share the Company distributes to holders of its Common Shares, together with any other cash dividends or distributions paid during such quarter, in excess of the DTA (less any excess in respect of which the Conversion Rate had previously been adjusted pursuant to this paragraph); and

DTA	=	$0.01 per Common Share per quarter.


		or exchange of all Common Shares accepted for purchase or exchange in such tender offer or exchange offer);

OS’	=	the number of Common Shares outstanding immediately after the time such tender or exchange offer expires (after giving effect to the purchase or exchange of all Common Shares accepted for purchase or exchange in such tender offer or exchange offer); and

SP’	=	the average of the Closing Sale Prices of the Common Shares over the ten (10) consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the date such tender or exchange offer expires.


	Applicable Price ($)
Effective Date	$15.69		$19.00		$22.36		$25.00		$27.50		$29.07		$35.00		$40.00		$50.00		$75.00		$100.00
December 8, 2025		19.0122		13.5784		10.0219		8.0524		6.6280		5.8965		3.8994		2.8238		1.5452		0.3572		0.0000
January 15, 2027		19.0122		13.5784		10.0219		7.9856		6.4996		5.7417		3.6991		2.6210		1.3718		0.2747		0.0000
January 15, 2028		19.0122		13.5784		9.7361		7.5812		6.0585		5.2910		3.2640		2.2285		1.0790		0.1632		0.0000
January 15, 2029		19.0122		13.1911		8.9696		6.7508		5.2215		4.4665		2.5451		1.6218		0.6748		0.0491		0.0000
January 15, 2030		19.0122		11.8279		7.3193		5.0896		3.6433		2.9666		1.3954		0.7490		0.2052		0.0000		0.0000
January 15, 2031		19.0122		7.9089		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000


FIRST MAJESTIC SILVER CORP.

By:		(signed) “Samir Patel”
		Name: Samir Patel
		Title: General Counsel & Corporate Secretary

COMPUTERSHARE TRUST COMPANY, N.A., as Trustee

By:		(signed) “Belinda Coleman”
		Name: Belinda Coleman
		Title: Vice President


(1)		to the Company or any subsidiary thereof; or

(2)		pursuant to and in compliance with Rule 144A under the Securities Act; or

(3)		outside the United States to a person other than a “U.S. person” in compliance with Rule 904 of Regulation S under the Securities Act; or

(4)		pursuant to the exemption from registration provided by Rule 144 under the Securities Act; or

(5)		pursuant to an effective registration statement under the Securities Act; or

(6)		pursuant to another available exemption from registration under the Securities Act.


Dated:		Signed:

		(Sign exactly as name appears on the other side of this Security)

		Signature Guarantee:


Dated:		Signed:

		NOTICE: To be executed by an executive officer of Purchaser


Dated:		Signed:



		(Sign exactly as your name(s) appear(s) on the other side of this Security)

Signature(s) guaranteed by:


		(All signatures must be guaranteed by a guarantor institution participating in the Securities Transfer Agents Medallion Program or in such other guarantee program acceptable to the Conversion Agent.)


Dated:		Signature(s):


		(Sign exactly as name appears on the other side of this
		Security)
Signature(s) guaranteed by:

		(All signatures must be guaranteed by a guarantor
		institution participating in the Securities Transfer Agents
		Medallion Program or in such other guarantee program
		acceptable to the Trustee.)