Hycroft Mining Holding Corp 10-Q for FY2026 Q3
Hycroft Mining Holding Corp (HYMC)
10-Q
2026-10-27
For: 2026-09-30
View Original
Added on
October 27, 2026
About this 10-Q
Hycroft Mining Holding Corp filed this 10-Q on October 27, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Hycroft Mining Holding Corporation reported unrestricted cash of $211.2 million, a $95.2 million net loss and approximately 12,900 meters of drilling during the nine months ended September 30, 2026, while maintaining a debt-free balance sheet. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $26.15M
- compared with a net loss of $9.38M a year earlier
- Diluted EPS
- -$0.28
- compared with -$0.22 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM | ||||||||
(Mark One) | ||||||||
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||
For the quarterly period ended September 30, 2026
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||
For the transition period from to
Commission File No. 001-38387
| (Exact name of registrant as specified in its charter) | ||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| (Address of principal executive offices) (Zip code) | ||||||||
( | ||||||||
| (Registrant’s telephone number, including area code) | ||||||||
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
The | ||||||||
| Securities registered pursuant to Section 12(g) of the Act: None | ||||||||
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ | ||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. | ||||||||
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). | ||||||||
| Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. | ||||||||
| ☐ | Large accelerated filer | ☐ | Accelerated filer | |||||||||||
| ☒ | Smaller reporting company | |||||||||||||
| 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. ☐ | ||||||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No | ||||||||
As of October 26, 2026, there were | ||||||||
HYCROFT MINING HOLDING CORPORATION
Quarterly Report on Form 10-Q
TABLE OF CONTENTS
| Page | |||||||||||
| PART | ITEM | ||||||||||
2
ITEM I. FINANCIAL STATEMENTS
INDEX TO FINANCIAL STATEMENTS
| Page | |||||
| Unaudited Condensed Consolidated Financial Statements | |||||
Unaudited Condensed Consolidated Balance Sheets | |||||
Unaudited Condensed Consolidated Statements of Operations | |||||
Unaudited Condensed Consolidated Statements of Cash Flows | |||||
| Unaudited Condensed Consolidated Statements of Stockholders’ Equity (Deficit) | |||||
| Notes to Unaudited Condensed Consolidated Financial Statements | |||||
3
HYCROFT MINING HOLDING CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and par value amounts)
| September 30, 2026 | December 31, 2025 | ||||||||||
| (unaudited) | |||||||||||
| Assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Prepaids and deposits | |||||||||||
| Supplies inventories, net | |||||||||||
| Receivables | |||||||||||
| Equity investment securities | |||||||||||
| Current assets | |||||||||||
| Property, plant, and equipment and assets held-for-sale, net | |||||||||||
| Restricted cash | |||||||||||
| Prepaids, non-current | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities: | |||||||||||
| Accounts payable, accrued expenses, and other liabilities | $ | $ | |||||||||
| Contract liabilities | |||||||||||
| Asset retirement obligation | |||||||||||
| Current liabilities | |||||||||||
| Deferred gain on sale of royalty | |||||||||||
| Asset retirement obligation, non-current | |||||||||||
| Other liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies - Note 17 | |||||||||||
| Stockholders’ equity | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.
4
HYCROFT MINING HOLDING CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share amounts)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||||||||||||||
| General and administrative costs | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Exploration and development costs | ||||||||||||||||||||||||||||||||||||||
| Mine site costs | ||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||||||||||||||
| Asset retirement obligation adjustments and accretion | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Other (income) expense, net | ( | ( | ||||||||||||||||||||||||||||||||||||
| Loss from operations | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Non-operating income (expense): | ||||||||||||||||||||||||||||||||||||||
| Interest income | ||||||||||||||||||||||||||||||||||||||
| Other income (loss), net | ( | ( | ||||||||||||||||||||||||||||||||||||
| Interest expense | ( | ( | ||||||||||||||||||||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||||
| Net loss per share: | ||||||||||||||||||||||||||||||||||||||
| Basic and diluted | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||||
| Weighted average shares outstanding: | ||||||||||||||||||||||||||||||||||||||
| Basic and diluted | ||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.
5
HYCROFT MINING HOLDING CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash flows used in operating activities: | |||||||||||
| Net loss | $ | ( | $ | ( | |||||||
| Adjustments to reconcile net loss for the period to net cash used in operating activities: | |||||||||||
| Stock-based compensation | |||||||||||
| Depreciation and amortization | |||||||||||
| Other non-cash items | ( | ||||||||||
| (Gain) loss on sale of assets, net | ( | ||||||||||
| Non-cash interest expense | |||||||||||
| Asset retirement obligation adjustments and accretion | ( | ( | |||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Contract liabilities | |||||||||||
| Receivables | ( | ||||||||||
| Supplies inventories, net | ( | ||||||||||
| Accounts payable, accrued expenses, and other liabilities | ( | ( | |||||||||
| Prepaids and deposits | ( | ( | |||||||||
| Net cash used in operating activities | ( | ( | |||||||||
| Cash flows from investing activities: | |||||||||||
| Additions to property, plant, and equipment | ( | ( | |||||||||
| Proceeds from sale of assets | |||||||||||
| Proceeds from sale of equity investment securities | |||||||||||
| Net cash (used in) provided by investing activities | ( | ||||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from issuance of common stock, net of issuance costs | |||||||||||
| Taxes paid related to net share settlement of equity awards | ( | ||||||||||
| Principal payments | ( | ||||||||||
| Net cash provided by financing activities | |||||||||||
| Net increase in cash, cash equivalents, and restricted cash | |||||||||||
| Cash, cash equivalents, and restricted cash, beginning of period | |||||||||||
| Cash, cash equivalents, and restricted cash, end of period | $ | $ | |||||||||
| Reconciliation of cash, cash equivalents, and restricted cash: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
| Total cash, cash equivalents, and restricted cash | $ | $ | |||||||||
The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.
6
HYCROFT MINING HOLDING CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
(in thousands, except share amounts)
| Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders’ Equity | ||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||
| Balance at January 1, 2026 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
| Exercise of warrants | — | ||||||||||||||||||||||||||||
| Stock-based compensation costs | — | — | — | ||||||||||||||||||||||||||
| Taxes withheld related to net share settlement of equity awards | — | — | ( | — | ( | ||||||||||||||||||||||||
| Vesting of restricted stock units | — | — | — | — | |||||||||||||||||||||||||
| Net loss | — | — | — | ( | ( | ||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
| Issuance of common stock | — | — | |||||||||||||||||||||||||||
| Exercise of warrants | — | — | |||||||||||||||||||||||||||
| Stock-based compensation costs | — | — | — | ||||||||||||||||||||||||||
| Taxes withheld related to net share settlement of equity awards | — | — | ( | — | ( | ||||||||||||||||||||||||
| Vesting of restricted stock units | — | — | — | — | |||||||||||||||||||||||||
| Net loss | — | — | — | ( | ( | ||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
| Exercise of warrants | — | — | |||||||||||||||||||||||||||
| Stock-based compensation costs | — | — | — | ||||||||||||||||||||||||||
| Vesting of restricted stock units | — | — | — | — | |||||||||||||||||||||||||
| Net loss | — | — | — | ( | ( | ||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
| Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders’ Deficit | ||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||
| Balance at January 1, 2025 | $ | $ | $ | ( | $ | ( | |||||||||||||||||||||||
| Issuance of common stock | — | — | |||||||||||||||||||||||||||
| Stock-based compensation costs | — | — | — | ||||||||||||||||||||||||||
| Voluntary surrender of shares by shareholder | ( | — | — | — | — | ||||||||||||||||||||||||
| Net loss | — | — | — | ( | ( | ||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | ( | $ | ( | |||||||||||||||||||||||
| Issuance of common stock | — | ||||||||||||||||||||||||||||
| Stock-based compensation costs | — | — | — | ||||||||||||||||||||||||||
| Vesting of restricted stock units | — | — | — | — | |||||||||||||||||||||||||
| Net loss | — | — | — | ( | ( | ||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | ( | $ | ( | |||||||||||||||||||||||
| Issuance of common stock | — | ||||||||||||||||||||||||||||
| Stock-based compensation costs | — | — | — | ||||||||||||||||||||||||||
| Exercise of warrants | — | — | |||||||||||||||||||||||||||
| Net loss | — | — | — | ( | ( | ||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.
7
HYCROFT MINING HOLDING CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
1. Company Overview
Hycroft Mining Holding Corporation and its subsidiaries (collectively, “Hycroft,” the “Company,” “we,” “us,” “our,” “it,” or “HYMC”) is a U.S.-based gold and silver company dedicated to the safe, environmentally responsible, and cost-effective exploration and development of the Hycroft Mine, located in the state of Nevada.
Our focus is to transition the project to the next phase of operations by processing sulfide mineralization. With the recent high-grade silver discoveries at Brimstone and Vortex, the Company is also engaged in a robust drill program designed to expand the two high-grade silver systems and evaluating underground studies for a potential decline and ultimate mining methods for Brimstone and Vortex. The Company is also completing trade-off studies between pressure oxidation (“POX”) and roasting process alternatives.
2. Summary of significant accounting policies
Basis of presentation
These Financial Statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, these Financial Statements do not include all information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. These Financial Statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto as of and for the year ended December 31, 2025 (the “2025 Audited Financial Statements”), filed as a part of the Company’s annual report on Form 10-K filed with the SEC on March 3, 2026. The Company continues to follow the accounting policies set forth in the 2025 Audited Financial Statements, with updates discussed below. In the opinion of management, the accompanying Financial Statements include all adjustments necessary for a fair presentation of the Company’s interim financial position, operating results, and cash flows for the periods presented.
Use of estimates
The preparation of the Financial Statements requires management to make estimates and assumptions that affect amounts reported in these Financial Statements and accompanying notes. The more significant areas requiring the use of management estimates and assumptions relate to the useful life of long-lived assets; future mining and processing plans; environmental reclamation and closure costs and timing; and estimates of fair value for long-lived assets, assets held-for-sale, and financial instruments. The Company bases its estimates on historical experience and other assumptions, including drilling and assay data and the May 2026 Hycroft TRS that are believed to be reasonable at the time the estimate is made. Actual results may differ from amounts estimated in these Financial Statements, and such differences could be material. Accordingly, amounts presented in these Financial Statements may not be indicative of results that may be expected for future periods.
Reclassification of prior year presentation
Certain prior period amounts have been combined for consistency with the current year presentation. These line items were combined to simplify the financial statement presentation, enhancing clarity without altering the total amounts reported in the financial statements. The combination of line items had no effect on the totals reported in the statement of operations, financial position, cash flows or stockholders’ equity.
8
HYCROFT MINING HOLDING CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
Impairment of long-lived assets
The Company’s long-lived assets consist of property, plant, and equipment. We review and evaluate our long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. As of September 30, 2026, the Company completed its evaluation and determined that there were no triggering events.
3. Prepaids and deposits
The following table provides the components of Prepaids and deposits (in thousands):
| September 30, 2026 | December 31, 2025 | ||||||||||
| Prepaids and deposits, current: | |||||||||||
| Prepaids: | |||||||||||
| Surety bond fees | $ | $ | |||||||||
| Services | |||||||||||
| Mining claims fees and permit fees | |||||||||||
| License fees | |||||||||||
| Insurance | |||||||||||
| Deposits | |||||||||||
| Total | $ | $ | |||||||||
| Prepaids, non-current: | |||||||||||
| Insurance | |||||||||||
| Total | $ | $ | |||||||||
4. Equity investment securities
The following table provides the components of Equity investment securities (in thousands):
| September 30, 2026 | December 31, 2025 | ||||||||||
| Equity investment securities | $ | $ | |||||||||
For the nine months ended September 30, 2026, the Company sold 256,631 shares of its equity investment securities for net proceeds of $0.6 million. There were no sales of equity investment securities during the three months ended September 30, 2026. For the three and nine months ended September 30, 2025, the Company sold 513,258 0.6
9
HYCROFT MINING HOLDING CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
5. Property, plant, and equipment and assets held-for-sale, net
The following table provides the components of Property, plant, and equipment and assets held-for-sale, net (in thousands):
| Depreciation Life or Method | September 30, 2026 | December 31, 2025 | |||||||||||||||
| Process equipment | $ | $ | |||||||||||||||
| Production leach pads | Units-of-production | ||||||||||||||||
| Buildings and leasehold improvements | |||||||||||||||||
| Test leach pads | |||||||||||||||||
| Mine equipment | |||||||||||||||||
| Vehicles | |||||||||||||||||
| Furniture and office equipment | |||||||||||||||||
| Mineral properties | Indefinite life | ||||||||||||||||
| Construction in progress and other | |||||||||||||||||
| Sub-total | |||||||||||||||||
| Less, accumulated depreciation and amortization | ( | ( | |||||||||||||||
| Total property, plant, and equipment, net | $ | $ | |||||||||||||||
| Assets held-for-sale | |||||||||||||||||
| Total | $ | $ | |||||||||||||||
As of September 30, 2026 and December 31, 2025, the Company’s assets held-for-sale of $2.9 one
6. Restricted cash
The following table provides the components of Restricted cash (in thousands):
| September 30, 2026 | December 31, 2025 | ||||||||||
| Surety bond cash collateral | $ | $ | |||||||||
| Other cash collateral | |||||||||||
| Total | $ | $ | |||||||||
As of September 30, 2026 and December 31, 2025, the Company had $14.5 million and $22.4 million, respectively, in cash collateral for surface management surety bonds, which totaled $58.9 58.3 million secured the financial assurance requirements for the Hycroft Mine, and $0.6 million secured the financial assurance requirements for the adjacent water supply well field, well field monitoring, and exploration. Events or circumstances that would necessitate the guarantor’s performance include a deteriorating financial condition or a breach of contract. Periodically, the Company may need to provide collateral to support these instruments. When the specified requirements are met, the party holding the related instrument cancels and/or returns it to the issuing entity. The Company believes that it currently complies with all relevant financial assurance obligations; however, future revisions to financial assurance requirements may result in changes to the bonding and collateral requirements.
During the three and nine months ended September 30, 2026, the Company earned $0.1 million and $0.4 million, respectively, of Interest income on a portion of its cash collateral. During the three and nine months ended September 30, 2025, the Company earned $0.3 million and $0.8 million, respectively, of Interest income on a portion of its cash collateral. Interest received on cash collateral balances is restricted as to its use and is included as an increase to Restricted cash with a corresponding recognition of Interest income when earned.
10
HYCROFT MINING HOLDING CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
7. Accounts payable, accrued expenses, and other liabilities
The following table summarizes the components of Accounts payable, accrued expenses, and other liabilities (in thousands):
| September 30, 2026 | December 31, 2025 | ||||||||||
| Accounts payable and accrued expenses | $ | $ | |||||||||
| Other liabilities, current: | |||||||||||
| Accrued compensation and benefits | |||||||||||
| Accrued directors’ fees | |||||||||||
| Total | $ | $ | |||||||||
| Other liabilities, non-current: | |||||||||||
| Total | $ | $ | |||||||||
8. Contract liabilities
As of September 30, 2026, the Company had received non-refundable deposits totaling $4.5 million in connection with Asset Option and Purchase Agreements executed on May 14, 2026, for one semi-autogenous mill. Deposits are to be deferred with recognition of the sale to occur when title transfers upon delivery of the equipment. As of September 30, 2026, the Company had incurred certain transportation and related costs under the Asset Option and Purchase Agreements, resulting in net contract liabilities of $4.2 million. See Note 5 – Property, plant, and equipment, and Assets-held-for-sale, net, for additional information.
9. Asset retirement obligation
The following table summarizes changes in the Company’s Asset retirement obligation (in thousands):
| September 30, 2026 | December 31, 2025 | ||||||||||
| Balance, beginning of period | $ | $ | |||||||||
| Accretion | |||||||||||
| Change in estimates | ( | ( | |||||||||
| Balance, end of period | $ | $ | |||||||||
| Current | $ | $ | |||||||||
| Non-current | |||||||||||
During the three and nine months ended September 30, 2026, the Company recognized an Asset retirement obligation (“ARO”) downward adjustment of $1.1 million and $6.9 million, respectively, resulting primarily from a change in estimate related to the extension of the mine life based on the May 2026 Hycroft TRS and updates to reclamation cost estimates and projected cash flows. During the three and nine months ended September 30, 2025, the Company recognized an ARO adjustment of $2.7
As of September 30, 2026, the ARO was measured using a weighted-average inflation rate of 3.41 % to escalate estimated ARO costs to their expected settlement dates and a weighted-average credit-adjusted risk-free rate of 10.81 % to discount those costs to present value. The Company estimates undiscounted ARO costs of $358.6 million, of which $5.3 million is expected to be incurred in 2027, with substantially all remaining cash outflows expected to be incurred thereafter.
11
HYCROFT MINING HOLDING CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
The Company does not have mineral reserves, and all costs related to the initial recognition and subsequent remeasurement of its ARO are recognized in earnings as incurred.
10. Stockholders’ equity
At-the-market-offering
During the three and nine months ended September 30, 2026, the Company issued nil and 1,476,538 shares of common stock pursuant to its at-the-market equity offering program (the “New ATM Program”) for net proceeds of nil and $35.8 million. During the three and nine months ended September 30, 2025, the Company issued 871,236 and 979,308 shares, respectively, of common stock under the New ATM Program for net proceeds of $5.2 million and $5.5 million, respectively.
As of September 30, 2026, $55.3 million gross sales price of common stock was available for issuance under the New ATM Program.
Equity Classified Warrants
During the nine months ended September 30, 2026, 6,779,910 of the 2025 2-Year Warrants issued in connection with the September 2025 Private Placement were exercised at the warrant exercise price of $6.00 per warrant for net proceeds of $40.7 million. There was no activity during the three months ended September 30, 2026.
During the nine months ended September 30, 2026, 664,356 of the 3-Year Warrants issued in connection with the June 2025 Public Offering were exercised at the warrant exercise price of $4.20 per warrant for net proceeds of $2.8 million, including 1,873 warrants exercised during the three months ended September 30, 2026. There was no activity during the three and nine months ended September 30, 2025.
During the nine months ended September 30, 2026, 10,008,240 Private Placement Offering Warrants were exercised on a cashless basis (exercise price of $1.0680 per warrant). After giving effect to the 1-for-10 reverse stock split effective November 14, 2023, the warrants were exercisable for an aggregate of 1,000,824 shares of common stock. Using the 10-day average market price of $45.41 per share as of February 11, 2026, as defined in the warrant agreement, the cashless exercise resulted in the issuance of 765,440 shares of common stock. There was no activity during the three months ended September 30, 2026, and no activity during the three and nine months ended September 30, 2025.
12
HYCROFT MINING HOLDING CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
The following tables summarize additional information on the Company’s outstanding warrants:
As of September 30, 2026 | Exercise price | Exercise period | Expiration date | Warrants outstanding | |||||||||||||||||||
Private Placement Offering Warrants(1) | $ | March 15, 2027 | |||||||||||||||||||||
| 2025 3-Year Warrants | $ | June 13, 2028 | |||||||||||||||||||||
| 2025 2-Year Warrants | $ | September 10, 2027 | |||||||||||||||||||||
| Total Warrants Outstanding | |||||||||||||||||||||||
As of December 31, 2025 | Exercise price | Exercise period | Expiration date | Warrants outstanding | |||||||||||||||||||
Private Placement Offering Warrants(1) | $ | March 15, 2027 | |||||||||||||||||||||
| 2025 3-Year Warrants | $ | June 13, 2028 | |||||||||||||||||||||
| 2025 2-Year Warrants | $ | September 10, 2027 | |||||||||||||||||||||
| Total Warrants Outstanding | |||||||||||||||||||||||
11. Stock-based compensation
On December 29, 2025, at the Company’s Annual Meeting, the 2025 HYMC Performance and Incentive Pay Plan (the “2025 PIPP Plan”) was approved. The 2025 PIPP Plan supersedes and replaces the 2020 HYMC Performance and Incentive Pay Plan (the “2020 PIPP Plan”), except with respect to awards granted under the 2020 PIPP Plan plus any shares of Common Stock which, as of the effective date of the 2025 PIPP Plan, were available for issuance under the 2020 PIPP Plan, or are subject to 2020 PIPP Plan awards which become available for future grants of awards as defined in the 2025 PIPP Plan. The 2020 PIPP Plan was approved on February 20, 2019, and amended on May 29, 2020, June 2, 2022, and May 23, 2024.
All awards granted under the 2025 PIPP Plan and 2020 PIPP Plan were in the form of restricted stock units to employees and directors of the Company. As of September 30, 2026, there were 2,501,341 shares available for issuance under the 2025 PIPP Plan.
13
HYCROFT MINING HOLDING CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
The following tables summarize the Company’s unvested share awards outstanding as of September 30, 2026 and 2025:
| Number of Restricted Stock Units | Weighted Average Grant Date Fair Value Per Unit | |||||||||||||
| Unvested at December 31, 2025 | $ | |||||||||||||
| Granted | ||||||||||||||
| Canceled/forfeited | ( | |||||||||||||
| Vested | ( | |||||||||||||
| Unvested at September 30, 2026 | $ | |||||||||||||
| Number of Restricted Stock Units | Weighted Average Grant Date Fair Value Per Unit | |||||||||||||
| Unvested at December 31, 2024 | $ | |||||||||||||
| Granted | ||||||||||||||
| Canceled/forfeited | ( | |||||||||||||
| Vested | ( | |||||||||||||
| Unvested at September 30, 2025 | $ | |||||||||||||
During the three and nine months ended September 30, 2026, the Company recorded compensation expense of $12.8 million and $45.0 million related to restricted stock awards. During the three and nine months ended September 30, 2025, the Company recorded compensation expense of $0.4 million and $1.5 million related to restricted stock awards.
As of September 30, 2026, there was $35.6 million of unrecognized compensation cost related to unvested restricted stock units, expected to be recognized over a weighted-average period of 1 year.
12. Fair value measurements
Recurring fair value measurements
The following table sets forth by level within the fair value hierarchy, the Company’s assets and liabilities measured at fair value on a recurring basis (in thousands):
| Hierarchy Level | September 30, 2026 | December 31, 2025 | |||||||||||||||
Equity investment securities (1) | 1 | $ | $ | ||||||||||||||
(1) The value of equity investment securities was determined using the closing price of the publicly traded Canadian gold mining company on the last day of the respective periods as quoted on the TSX Venture Exchange. See Note 4 – Equity investment securities for additional information.
The carrying amounts of Cash and cash equivalents, Restricted cash, Receivables, Accounts payable, accrued expenses, and other liabilities approximate fair value due to the short-term maturities of these instruments. There is negligible credit risk associated with these instruments.
13. Income taxes
The Company’s anticipated annual tax rate is impacted primarily by the amount of taxable income associated with each jurisdiction in which its income is subject to income tax and permanent differences between the financial statement carrying
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HYCROFT MINING HOLDING CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
amounts and tax basis of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
The Company incurred nil nil
14. Loss per share
The table below summarizes the Company’s basic and diluted loss per share calculations (in thousands, except share and per share amounts):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||
| Weighted average shares outstanding | |||||||||||||||||||||||||||||||||||
| Basic and diluted | |||||||||||||||||||||||||||||||||||
| Net loss per common share, basic and diluted | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||
Basic and diluted net loss per share is computed by dividing the net loss for the period by the weighted average number of shares of common stock outstanding during the period.
Due to the Company’s net loss for the three and nine months ended September 30, 2026 and 2025, there was no dilutive effect of common stock equivalents because the effects of such would have been anti-dilutive. The following table summarizes the shares excluded from the weighted average number of shares of common stock outstanding, as the impact would be anti-dilutive (in thousands):
| September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Shares upon exercise of warrants | |||||||||||
| Restricted stock units - Unvested | |||||||||||
| Restricted stock units - Vested with deferred conversion | |||||||||||
| Total | |||||||||||
15
HYCROFT MINING HOLDING CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
15. Segment information
In accordance with FASB’s Accounting Standards Codification Topic 280, Segment Reporting, the Company has determined that it operates as a single reportable segment. Since the Company discontinued mining operations in November 2021 and has focused on exploration, the Company’s operations are limited and managed by one chief operating decision-maker (“CODM”). The CODM, who has been identified as the Company’s Executive Chairman and Chief Executive Officer, is responsible for all decisions regarding resource allocation and performance evaluation, which are made on a consolidated basis. Therefore, the Company has concluded that it has one The CODM evaluates exploration and development costs and mine site costs (collectively, “Segment expenses” utilizing the following expense groupings (in thousands).
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Exploration | $ | $ | $ | $ | ||||||||||||||||||||||
| Technical and projects | ||||||||||||||||||||||||||
| Mine maintenance | ||||||||||||||||||||||||||
| Processing maintenance | ||||||||||||||||||||||||||
Site-level general and administrative(1) | ||||||||||||||||||||||||||
| Segment expenses | $ | $ | $ | $ | ||||||||||||||||||||||
(1)A portion of Mine site costs’ general and administrative expenses are allocated to Exploration and development costs for financial reporting.
The following table reconciles total Segment expenses to the amounts presented in the consolidated statements of operations:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Exploration and development costs | $ | $ | $ | $ | ||||||||||||||||||||||
| Mine site costs | ||||||||||||||||||||||||||
| Segment expenses | $ | $ | $ | $ | ||||||||||||||||||||||
16. Supplemental cash flow information
The following table provides non-cash investing activities (in thousands):
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Property, plant and equipment, accrued but unpaid | $ | $ | |||||||||
The following table provides supplemental cash flow information (in thousands):
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Increase in debt from in-kind interest | $ | $ | |||||||||
| Cash interest paid | |||||||||||
16
HYCROFT MINING HOLDING CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
17. Commitments and contingencies
Legal proceedings
Assad v. Sprott, et al.
On September 23, 2026, George Assad, a purported stockholder of Hycroft Mining Holding Corporation (the “Company”), filed a verified stockholder class action and derivative complaint in the Court of Chancery of the State of Delaware (“Delaware Chancery Court”), captioned Assad v. Sprott, et al., C.A. No. 2026-1226-KSJM. The complaint names as defendants Eric Sprott, certain entities affiliated or alleged to be affiliated with Mr. Sprott, certain current and former directors of the Company, and certain executive officers of the Company. The Company is named as a nominal defendant.
The complaint makes allegations, among other things, regarding Mr. Sprott’s acquisition of a control position in the Company through his participation in certain equity financings completed by the Company during 2025. Based on these allegations, the complaint asserts direct claims under Delaware law against certain current and former directors and officers of the Company, as well as derivative claims on behalf of the Company against Mr. Sprott, certain of his affiliates and certain directors, relating to the financings, certain bylaw amendments and equity awards granted in 2025. The complaint seeks, among other relief, rescission of, or rescissory damages with respect to, certain shares and warrants issued to Mr. Sprott and his affiliates and certain equity awards, disgorgement, compensatory damages, invalidation of the bylaw amendment, and related declaratory and injunctive relief.
The Company intends to vigorously defend itself in this matter; however, the Company cannot predict the outcome or impact. The litigation is at an early stage and, as a result, the Company is unable to reasonably estimate the possible loss or range of loss, if any, associated with this matter.
Warrantholder Action
As previously disclosed, the Company has been named as a defendant in three pro se individual and/or putative class/derivative actions in the Delaware Chancery Court that assert claims for, inter alia, breach of contract, declaratory judgment, equitable fraud and fiduciary breaches (against two company officers) arising from or relating to Warrants and/or shares purportedly held by the plaintiffs. In various forms, they allege that the Company or its predecessor entities breached the Warrant Agreement, dated October 22, 2015, and/or related Amendment Agreement, dated February 26, 2020. Among other things, the plaintiffs allege, by or on behalf of Warrant holders, that the Company or its predecessor(s) breached these agreements by failing to make proper “Mechanical Adjustments” to the Warrants upon the occurrence of certain business transactions and events, including the Recapitalization Transaction. During the quarter ended September 30, 2026, the Company filed responsive briefs to its previously filed motions to dismiss in these actions. The motions to dismiss are pending as of the date of this Quarterly Report on Form 10-Q.
The Company expenses legal fees and other costs associated with legal proceedings as incurred. The Company assessed, in conjunction with its legal counsel, and determined that a loss was not probable. Litigation accruals are recorded when, and if, it is determined that a loss related matter is both probable and reasonably estimable. Material loss contingencies that are reasonably possible of occurrence, if any, are subject to disclosure. No losses have been recorded during the three and nine months ended September 30, 2026 and 2025, with respect to litigation or loss contingencies.
Insurance
The Company maintains insurance coverage for various operational, management, and business risks. The Company records accruals for contingencies related to its insurance policies when it is probable that a liability has been incurred, and the amount can be reasonably estimated. These accruals are adjusted periodically as assessments change, or additional information becomes available. Insurance losses for claims filed and claims incurred but not reported are accrued based upon estimates of the aggregate liability for uninsured claims using historical loss development factors and actuarial assumptions followed in the insurance industry.
Sprott Royalty
Pursuant to the Royalty Agreement with Sprott Private Resource Lending II (CO) Inc., in which the Company received cash consideration in the amount of $30.0 million, the Company granted a perpetual royalty equal to 1.5 % of the net smelter returns from the Hycroft Mine, payable monthly (“Sprott Royalty Agreement”). The royalty is accounted for as a deferred gain liability. Net smelter returns for any given month are calculated as Monthly Production multiplied by the Monthly Average
17
HYCROFT MINING HOLDING CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
18
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion, which has been prepared based on information available to us as of October 26, 2026, provides information we believe is relevant to an assessment and understanding of our consolidated operating results and financial condition. The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2026 (the “Financial Statements”) and the notes thereto (the “Notes”) included in this Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2026, as well as our other reports filed with the Securities and Exchange Commission (“SEC”) from time to time, including, but not limited to, our Annual Report on Form 10-K for the year ended December 31, 2025. Terms not defined herein have the same meaning defined in the Financial Statements and the Notes.
Introduction to the Company
We are a U.S.-based gold and silver exploration-stage issuer that owns the Hycroft Mine in Nevada. Our focus is to transition the project to the next phase of operations by milling the sulfide mineralization. With the recent high-grade silver discoveries at Brimstone and Vortex, the Company is also engaged in a robust drill program to further define these areas as we optimize the development plan that delivers the highest risk-adjusted economic value. During this development period we do not anticipate significant revenues from gold and silver sales until we complete the necessary technical work and initiate mining and processing operations.
Health and Safety
We believe safety is a core value and support that belief through our philosophy of safe work performance. Our mandatory mine safety and health programs include employee engagement and ownership of safety performance, accountability, employee and contractor training, risk management, workplace inspections, emergency response, accident investigation, anti-harassment, and program auditing. This integrated approach is essential to ensure that our employees, contractors, and visitors operate safely.
We reported no lost-time incidents during the nine months ended September 30, 2026, and continue to operate in excess of 1.5 million work hours without a lost-time incident. The Hycroft Mine’s total recordable injury frequency rate (“TRIFR”) for the trailing 12 months, which includes other reportable incidents, is one of the metrics we use to assess safety performance, and it is well below industry averages. During the nine months ended September 30, 2026, we continued our critical focus on safety, including allocating additional personnel, resources, workforce time, and communications. These actions contributed to a TRIFR of 0.86 at September 30, 2026. We will continue to evolve our safety efforts to keep our workforce, contractors, and visitors safe.
Executive Summary
During the nine months ended September 30, 2026, we continued to advance the 2025–2026 Exploration Drill Program, which is focused on expanding the two high-grade silver systems at Brimstone and Vortex. We completed approximately 12,900 meters of drilling during the period and approximately 18,700 meters of drilling under the program that began in August 2025.
We also continued to advance technical studies and project development initiatives following the filing of the Hycroft Mine Project S‑K 1300 Technical Report Summary and Initial Assessment with Economic Analysis, Nevada, USA with an effective date of May 14, 2026 (the “May 2026 Hycroft TRS”).
In addition, we continued to strengthen our liquidity position during the nine months ended September 30, 2026, increasing our cash position while maintaining a debt-free balance sheet.
Recent Developments
Exploration drilling
During the nine months ended September 30, 2026, we completed approximately 12,900 meters of drilling toward the approximately 22,000 meters planned for 2026 under the 2025-2026 Exploration Drill Program that is focused on expanding the high-grade silver systems at Vortex and Brimstone. Since initiating the 2025–2026 Exploration Drill Program in August of 2025, we completed approximately 18,700 meters of drilling towards the original 26,000 meter program. Drilling in the Brimstone system is currently focused on two areas: (1) the main high-grade system to further extend the mineralization along
19
strike and to the north and (2) the deep southern extension of Brimstone targeting the previously identified geophysics target indicating a potential feeder system at depth. Vortex drilling is focused on expanding the high-grade silver system which remains open in all directions and at depth. Results from this drilling continue to demonstrate high-grade growth in both systems. Additional results from both Brimstone, Vortex, and regional targets are anticipated in the fourth quarter of 2026 with the ongoing drill program. Reverse circulation (“RC”) drilling that began late in 2025 continues focusing on infill drilling and obtaining metallurgical information for evaluating a potential restart of the heap leach operations.
Appointment of a Chief Operating Officer
During the third quarter of 2026, we strengthened our leadership team through the appointment of Michael Deal as Chief Operating Officer, who brings extensive mining, operational, and technical experience. We believe this appointment enhances our leadership capabilities as it advances exploration, technical studies and development planning activities at the Hycroft Mine.
Appointment of Four New Independent Directors
On September 1, 2026, we expanded our Board of Directors through the appointment of four independent directors with extensive experience in mining operations, technical services, finance, and corporate governance. We believe these appointments strengthen the Board's industry expertise and provides additional leadership as we advance the Hycroft Mine toward the optimal development path.
2026 Outlook
We plan to continue operating safely and in an environmentally responsible manner while advancing the Hycroft Mine towards development of the sulfide mineral resources and expanding the two high-grade silver systems through ongoing exploration activities. In collaboration with our engineering firms, we have substantially completed the conceptual design of a high-grade underground mine and processing facility, which will be incorporated into the broader project optimization work planned for 2027. The current trade-off study between roasting and pressure oxidation (“POX”) processing methods is being finalized, with results expected to be released in the first quarter of 2027, while heap leach metallurgical test work is underway and is expected to be completed in the first half of 2027. We will continue to actively manage cash resources to fund these initiatives.
Results of Operations
Operating expenses (in thousands)
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| General and administrative costs | $ | 16,685 | $ | 2,564 | $ | 66,046 | $ | 8,975 | ||||||||||||||||||
| Exploration and development costs | 8,331 | 4,006 | 26,537 | 9,349 | ||||||||||||||||||||||
| Mine site costs | 3,907 | 2,528 | 13,229 | 7,681 | ||||||||||||||||||||||
| Depreciation and amortization | 301 | 502 | 989 | 1,534 | ||||||||||||||||||||||
| Asset retirement obligation adjustments and accretion | (957) | (2,342) | (6,081) | (1,676) | ||||||||||||||||||||||
| Other (income) expense, net | (20) | — | 94 | (68) | ||||||||||||||||||||||
| Total | $ | 28,247 | $ | 7,258 | $ | 100,814 | $ | 25,795 | ||||||||||||||||||
General and administrative costs
20
During the three and nine months ended September 30, 2026, General and administrative costs totaled $16.7 million and $66.0 million, respectively, as compared to $2.6 million and $9.0 million, respectively, for the same periods of 2025, primarily due to (i) discretionary restricted stock unit make‑whole awards with certain related cash payments, intended solely to compensate certain plan participants for the reductions to their cumulative target long-term incentive opportunities for 2023, 2024, and 2025 (collectively “Make-whole Awards”) of $45.0 million, of which $36.4 million was non-cash, (ii) a one‑time $4.5 million extraordinary cash bonus awarded to the Company's named executive officers and certain other employees to recognize the leadership team's execution of transformational financings completed during 2025, (iii) increased capital markets and investor relations activities, and (iv) increased personnel-related costs, including executive recruitment expenses and costs associated with the expanded leadership team and appointment of new members to the Board of Directors.
Exploration and development costs
During the three and nine months ended September 30, 2026, Exploration and development costs totaled $8.3 million and $26.5 million, respectively, as compared to $4.0 million and $9.3 million, respectively, for the same periods of 2025, primarily due to (i) expanded drilling under the 2025–2026 Exploration Drill Program, which is focused on expanding the new high-grade silver mineral systems, and (ii) Make‑whole Awards of $4.4 million, of which $3.6 million was non-cash.
Mine site costs
During the three and nine months ended September 30, 2026, Mine site costs totaled $3.9 million and $13.2 million, respectively, as compared to $2.5 million and $7.7 million, respectively, for the same periods of 2025, primarily due to (i) Make‑whole Awards of $4.0 million, of which $3.1 million was non-cash, and (ii) the ramp up of activity to support the exploration drilling program.
Depreciation and amortization
During the three and nine months ended September 30, 2026, Depreciation and amortization totaled $0.3 million and $1.0 million, respectively, as compared to $0.5 million and $1.5 million, respectively, for the same periods of 2025, primarily due to certain assets becoming fully depreciated and modest capital additions in recent periods.
Asset retirement obligation adjustments and accretion
During the three and nine months ended September 30, 2026, Asset retirement obligation adjustments and accretion totaled $1.0 million and $6.1 million, respectively, as compared to $2.3 million and $1.7 million, respectively, for the same periods of 2025. For the three and nine months ended September 30, 2026, the Company recognized an adjustment of $1.1 million and $6.9 million, respectively, resulting primarily from a change in estimate related to the extension of the mine life based on the May 2026 Hycroft TRS and updates to reclamation cost estimates and projected cash flows, which was partially offset by Accretion of $0.2 million and $0.8 million in the three and nine months ended September 30, 2026, respectively. For the three and nine months ended September 30, 2025, there was a downward adjustment of $2.7 million in the three months ended September 30, 2025, due to the change in estimated timing for the completion of certain reclamation activities, which was partially offset by Accretion of $0.3 million and $1.0 million in the three and nine months ended September 30, 2025, respectively.
Non-operating income (expense), net (in thousands)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Interest income | $ | 2,108 | $ | 1,131 | $ | 5,792 | $ | 2,531 | ||||||||||||||||||
| Other income (expense), net | (6) | 315 | (160) | 822 | ||||||||||||||||||||||
| Interest expense | — | (3,564) | — | (10,430) | ||||||||||||||||||||||
| Total | $ | 2,102 | $ | (2,118) | $ | 5,632 | $ | (7,077) | ||||||||||||||||||
21
Interest income
During the three and nine months ended September 30, 2026, Interest income totaled $2.1 million and $5.8 million, respectively, as compared to $1.1 million and $2.5 million, respectively for the same periods of 2025. The increase primarily resulted from the increase in invested cash.
Other income (expense), net
During the three and nine months ended September 30, 2026, Other expense totaled nil and $0.2 million, respectively, primarily due to foreign exchange losses and a loss on equity investment securities, respectively. For the same periods of 2025, Other income (expense), net totaled $0.3 million and $0.8 million, respectively, primarily due to a gain on equity investment securities.
Interest expense
During both the three and nine months ended September 30, 2026, Interest expense was nil, as compared to $3.6 million and $10.4 million, respectively, for the same periods of 2025. The decrease was due to the repayment and extinguishment of all outstanding debt during the fourth quarter of 2025.
Liquidity and Capital Resources
General
The Company’s unrestricted cash position at September 30, 2026, was $211.2 million, as compared with $181.7 million at December 31, 2025. For the nine months ended September 30, 2026, the Company raised cash primarily from the exercise of warrants and issuance of common stock under its at-the-market equity offering program (the “New ATM Program”), generating net proceeds of $43.4 million and $35.8 million, respectively. See Note 10 – Stockholders’ equity in the Notes to the Financial Statements for additional information.
As the Company is an exploration and development stage company, it does not expect to generate net positive cash from operations for the foreseeable future. Accordingly, the Company will be dependent on its unrestricted cash and other sources of cash to fund the business. Based on its current forecasts and planned expenditures, the Company believes its current unrestricted cash balance is sufficient to fund its planned development and explorations activities, including advancing the two high-grade silver systems at Brimstone and Vortex, for the foreseeable future. Future development activities, changes in business objectives, acceleration of project advancement, adverse market conditions, or other unforeseen circumstances could require additional capital, and the amount and timing of any such requirements remain uncertain.
The Company’s future liquidity and capital resources management strategy entails a disciplined approach to monitor the timing and extent of any drilling, metallurgical and mineralogical studies while attempting to remain in a position that allows the Company to respond to changes in the business environment, such as a decrease in metal prices or lower than forecasted future cash flows, and changes in other factors beyond the Company’s control. The Company has undertaken efforts aimed at managing its liquidity and preserving its capital resources by, among other things: (i) monitoring metal prices and the impacts (near-term and future) they have on the business; (ii) ceasing open pit mining operations to reduce net cash outflows; (iii) reducing the size of the workforce to reflect the cessation of mining operations; (iv) controlling working capital and managing discretionary spending; (v) reviewing contractor usage and rental agreements for more economic options, including termination of certain agreements in accordance with their terms; (vi) decreasing Restricted cash balances that collateralize bonds, as available; (vii) planning the timing and amounts of capital expenditures and costs for drilling, metallurgical and technical studies costs at the Hycroft Mine; and (viii) deferring such items that are not expected to benefit our near term operating plans. The Company has undertaken and continues to undertake additional efforts, including: (i) monetizing non-core equipment and excess supplies inventories; (ii) selling uninstalled mills that are not expected to be needed for a future milling operation; and (iii) maintaining a debt-free balance sheet.
The Company will continue to evaluate alternatives to raise additional capital when necessary to fund the future development of the Hycroft Mine and will continue to explore other strategic initiatives to enhance stockholder value.
Cash and liquidity
The Company has placed substantially all its cash in operating accounts with balances remaining readily available. A significant portion of the Company’s cash is invested in AAAm rated U.S. Government Money Market Funds, while other cash balances are held through programs that provide Federal Deposit Insurance Corporation ("FDIC") coverage.
22
The following table summarizes projected sources of future liquidity, as recorded within the Financial Statements (in thousands):
| September 30, 2026 | December 31, 2025 | ||||||||||
| Cash and cash equivalents | $ | 211,217 | $ | 181,738 | |||||||
| Interest receivable | 376 | 609 | |||||||||
Equity warrants with mandatory conversion(1) | — | 40,679 | |||||||||
Assets held-for-sale(2) | — | 2,893 | |||||||||
| Equity investment securities | — | 776 | |||||||||
| Total projected sources of future liquidity | $ | 211,593 | $ | 226,695 | |||||||
(1)After satisfying the conditions for a Required Exercise under the 2025 Private Placement Warrant Agreement, Hycroft issued the Notice of Required Exercise of Common Stock Purchase Warrant to the remaining Private Placement warrant holders on December 14, 2025. The Notice required the exercise of 6,891,719 warrants at the exercise price of $6.00 per warrant for net proceeds of $41.4 million. After the Notice of Required Exercise and through December 31, 2025, 111,809 Private Placement Warrants were exercised for net proceeds of $0.7 million. The remaining 6,779,910 shares of the Private Placement Warrants to be exercised and the associated funding occurred in January 2026.
(2)As of September 30, 2026, the Company had received non-refundable deposits totaling $4.5 million in connection with Asset Option and Purchase Agreements executed on May 14, 2026, for one semi-autogenous mill.
Nine months ended September 30, 2026 compared to nine months ended September 30, 2025
The following table summarizes sources and uses of cash for the following periods (in thousands):
| Nine Months Ended September 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Net loss | $ | (95,182) | $ | (32,872) | ||||||||||
| Net non-cash adjustments | 40,192 | 9,770 | ||||||||||||
| Net change in operating assets and liabilities | 3,272 | 945 | ||||||||||||
| Net cash used in operating activities | (51,718) | (22,157) | ||||||||||||
| Net cash provided by (used in) investing activities | (739) | 250 | ||||||||||||
| Net cash provided by financing activities | 74,041 | 112,217 | ||||||||||||
| Net increase in cash, cash equivalents, and restricted cash | 21,584 | 90,310 | ||||||||||||
| Cash, cash equivalents, and restricted cash, beginning of period | 204,231 | 77,057 | ||||||||||||
| Cash, cash equivalents, and restricted cash, end of period | $ | 225,815 | $ | 167,367 | ||||||||||
| Reconciliation of cash, cash equivalents, and restricted cash: | ||||||||||||||
| Cash and cash equivalents | $ | 211,217 | $ | 139,094 | ||||||||||
| Restricted cash | 14,598 | 28,273 | ||||||||||||
| Cash, cash equivalents, and restricted cash, end of period | $ | 225,815 | $ | 167,367 | ||||||||||
23
Cash used in operating activities
For the nine months ended September 30, 2026, the Company used $51.7 million of cash in operating activities primarily attributable to a net loss of $95.2 million, the cash impact of which was $55.0 million. Working capital provided $3.3 million of cash, which primarily included cash provided by Contract liabilities of $4.2 million and Receivables of $0.2 million, partially offset by cash used for Accounts payable, accrued expenses, and other liabilities of $0.4 million, Prepaids and deposits of $0.4 million, and Supplies inventories, net of $0.3 million. The largest non-cash items included in Net loss for the nine months ended September 30, 2026, was Stock-based compensation of $45.0 million, and Depreciation and amortization of $1.0 million, partially offset by Asset retirement obligation adjustments and accretion of $6.1 million.
For the nine months ended September 30, 2025, the Company used $22.2 million of cash in operating activities primarily attributable to a net loss of $32.9 million, the cash impact of which was $23.1 million. Working capital provided $0.9 million of cash, including cash provided by Contract liabilities of $3.9 million, partially offset by cash used by Accounts payable, accrued expenses, and other liabilities of $1.9 million, and cash used by Prepaids and deposits of $1.0 million. The largest non-cash items included in Net loss for the nine months ended September 30, 2025 was Non-cash interest expense, including accelerated amortization of original issue discount and issuance costs of $9.2 million.
Cash provided by (used in) provided by investing activities
For the nine months ended September 30, 2026, investing activities used cash of $0.7 million, comprised of Additions to property, plant, and equipment of $1.5 million, partially offset by Proceeds from sale of equity investment securities of $0.6 million.
For the nine months ended September 30, 2025, investing activities generated cash of $0.3 million, comprised of Proceeds from sale of assets of $0.7 million, partially offset by Additions to property, plant, and equipment of $0.4 million,.
Cash provided by financing activities
For the nine months ended September 30, 2026, financing activities provided net cash of $74.0 million that was primarily related to net proceeds received from the Exercise of warrants of $43.4 million and the Issuance of common stock of $35.8 million under the New ATM Program, partially offset by Taxes paid related to net share settlement of equity awards of $5.2 million.
For the nine months ended September 30, 2025, financing activities provided net cash of $112.2 million that was primarily from $104.5 million from Proceeds from issuance of common stock, net of issuance costs from the Company’s public and private Offerings, $2.2 million from the exercise of warrants, and $5.5 million from the New ATM Program.
Off-balance sheet arrangements
As of September 30, 2026, the Company’s off-balance sheet arrangements consisted of a net smelter royalty arrangement. See Note 17 – Commitments and contingencies in the Notes to the Financial Statements for additional information.
Critical Accounting Estimates
This Management’s Discussion and Analysis is based on the Financial Statements, which have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). The preparation of these statements requires the Company to make assumptions, estimates, and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses. For information on the most critical accounting estimates used to prepare the Financial Statements, see the Critical Accounting Estimates section included in Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Cautionary Statement Regarding Forward-Looking Statements
In addition to historical information, this Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995, as amended (the “PSLRA”) or in releases made by the SEC, all as may be amended from time to time. All statements, other than statements of historical fact, included herein or incorporated by reference, that address activities, events, or developments that we expect or anticipate will or may occur in the future, are forward-looking statements.
The words “estimate”, “plan”, “anticipate”, “expect”, “intend”, “believe”, “project”, “target”, “budget”, “may”, “can”, “will”, “would”, “could”, “should”, “seeks”, or “scheduled to”, or other similar words, or negatives of these terms or other variations of these terms or comparable language or any discussion of strategy or intentions identify forward-looking
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statements. These cautionary statements are being made pursuant to the Securities Act, the Exchange Act and the PSLRA with the intention of obtaining the benefit of the “safe harbor” provisions of such laws. These statements involve known and unknown risks, uncertainties, assumptions, and other factors that may cause our actual results, performance or achievements to be materially different from any results, performance, or achievements expressed or implied by such forward-looking statements. Forward-looking statements are based on current expectations.
Although we have attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. Although we base these forward-looking statements on assumptions that we believe are reasonable when made, we caution you that forward-looking statements are not guarantees of future performance and that our actual results, performance or achievements may differ materially from those made in or suggested by the forward-looking statements contained in this Quarterly Report on Form 10-Q. In addition, even if our results, performance, or achievements are consistent with the forward-looking statements contained in this Quarterly Report on Form 10-Q, those results, performance or achievements may not be indicative of results, performance or achievements in subsequent periods.
Given these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. Any forward-looking statements that we make in this Quarterly Report on Form 10-Q speak only as of the date of those statements, and we undertake no obligation to update those statements or to publicly announce the results of any revisions to any of those statements to reflect future events or developments. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance unless expressed as such and should only be viewed as historical data.
See Risk Factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2025, as the same may be updated from time to time, as well as other SEC filings, for more information about these and other risks.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As the Company qualifies as a smaller reporting company under Item 10(f) of Regulation S-K, quantitative and qualitative disclosures about market risk are not required, and such are omitted from this filing.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Our internal control over financial reporting is designed to provide reasonable assurance to our management and Board of Directors regarding the preparation and fair presentation of published Financial Statements. Internal control over financial reporting is promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal executive and principal financial officers and effectuated by our Board of Directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Financial Statements for external purposes in accordance with GAAP. Internal control over financial reporting, no matter how well designed, has inherent limitations and may not prevent or detect misstatements. Therefore, even effective internal control over financial reporting can only provide reasonable assurance with respect to the financial statement preparation and presentation.
The Company’s management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of September 30, 2026, as required by Rules 13a-15(b) and 15d-15(b) under the Exchange Act.
Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of September 30, 2026, to provide such reasonable assurance that information required to be disclosed by us, including our consolidated subsidiaries, in reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding disclosure and is recorded, processed, summarized, and reported within the time periods specified in SEC’s rules and forms.
Our management, including our Chief Executive Officer and Chief Financial Officer, believes that any disclosure controls and procedures or internal controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must consider the benefits of controls relative to their costs. Inherent limitations within a control system include the realities that judgments in
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decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the control. While the design of any system of controls is to provide reasonable assurance of the effectiveness of disclosure controls, such design is also based in part upon certain assumptions about the likelihood of future events, and such assumptions, while reasonable, may not take into account all potential future conditions. Accordingly, because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be prevented or detected.
Changes in Internal Control Over Financial Reporting
There were no material changes in our internal control over financial reporting during the quarter ended September 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Part II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company has been named as a defendant in three pending actions in the Delaware Chancery Court, as previously disclosed in Part I, Item 3 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. During the quarter ended September 30, 2026, the Company filed responsive briefs to its previously filed motions to dismiss in these actions. The parties have entered into a stipulated briefing schedule governing the motions to dismiss. The motions to dismiss thus remain in the briefing phase and are pending as of the date of this Quarterly Report on Form 10-Q.
On September 23, 2026, a purported stockholder commenced a stockholder class and derivative action in the Delaware Court of Chancery, captioned Assad v. Sprott, et al., naming the Company as a nominal defendant. The action relates to, among other things, certain 2025 equity financings and equity awards, the Company's February 2026 bylaw amendment, and alleged trading in the Company's securities. The Company intend to defend against the action. The litigation is at an early stage, and the Company is unable at this time to predict the outcome or reasonably estimate the amount or range of any possible loss, if any. Additional information regarding this matter is included in Note 17 – Commitments and contingencies.
ITEM 1A. RISK FACTORS
There have been no material changes to the risk factors previously disclosed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
All unregistered sales during the period were previously reported on Current Reports on Form 8-K.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
The Company believes “the miner is the most important asset to come out of a mine,” and it supports this belief through its philosophy of continuous improvement. The Company’s mandated mine safety and health programs include employee and contractor training, risk management, workplace inspection, emergency response, accident investigation, and program auditing. These programs are a focus for the Company’s leadership and top management and are essential at all levels to ensure the safety of employees, contractors, and visitors. The Company’s goal for these programs is to have zero workplace injuries or occupational illnesses, and it will focus on continuous improvement of its programs and practices to achieve this goal. We are implementing programs and practices to align our safety culture with that goal.
The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Act and Item 104 of Regulation S-K is included in Exhibit 95.1 to this Quarterly Report on Form 10-Q.
ITEM 5. OTHER INFORMATION
(a)None.
(b)There have been no material changes to the procedures by which security holders may recommend nominees to the Company’s Board of Directors since the Company last provided disclosure in response to the requirements of Item 407(c)(3) of Regulation S-K.
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(c)During the quarter ended September 30, 2026, no director or officer of the Company adopted terminated
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ITEM 6. EXHIBITS
| Exhibit Number | Description | |||||||
| 10.1 | ||||||||
| 10.2 | ||||||||
| 10.3 | ||||||||
| 10.4 | ||||||||
| 31.1 | ||||||||
| 31.2 | ||||||||
| 32.1 | ||||||||
| 32.2 | ||||||||
| 95.1 | ||||||||
| 101.INS | Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)* | |||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document* | |||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document* | |||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document* | |||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document* | |||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document* | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)* | |||||||
*Filed herewith.
**Furnished herewith.
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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 thereunto duly authorized.
HYCROFT MINING HOLDING CORPORATION (Registrant) | |||||||||||
| Date: October 26, 2026 | By: | /s/ Diane R. Garrett | |||||||||
Diane R. Garrett Chief Executive Officer and Executive Chairman (Principal Executive Officer) | |||||||||||
| Date: October 26, 2026 | By: | /s/ Stanton Rideout | |||||||||
Stanton Rideout Executive Vice President and Chief Financial Officer (Principal Financial Officer and Accounting Officer) | |||||||||||
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Exhibit 10.1
HYCROFT MINING HOLDING CORPORATION
RESTRICTED STOCK UNIT AGREEMENT
RESTRICTED STOCK UNIT AGREEMENT
(TIME-VESTING)
THIS AGREEMENT (the “Agreement”) is effective as of [ ] (the “Grant Date”) by and between Hycroft Mining Holding Corporation, a Delaware corporation (the “Corporation”), and [ ] (the “Participant”), pursuant to the Hycroft Mining Holding Corporation 2025 Performance and Incentive Pay Plan (the “Plan”). This Agreement and the award contained herein are subject to the terms and conditions set forth in the Plan, which are incorporated by reference herein, and the following terms and conditions. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Plan.
WITNESSETH:
WHEREAS, the Corporation has adopted the Plan in order to promote the interests of the Corporation, its Affiliated Entities and its stockholders by using stock-based and cash-based incentives to attract, retain and motivate its management and other persons to encourage and reward such persons contributing to the performance of the Corporation and to align their interests with the interests of the Corporation’s stockholders;
WHEREAS, the Compensation Committee (the “Committee”) of the Board of Directors of the Corporation (the “Board”) has determined that it is in the best interests of the Corporation to grant Restricted Stock Units (as defined herein) under the Plan to the Participant on the terms and conditions set forth below to encourage and induce the Participant to remain in the employ of the Corporation, a Subsidiary of the Corporation or an Affiliated Entity and to reward the Participant for the Participant’s continued employment; and
NOW, THEREFORE, in consideration of the various covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1.Award of Restricted Stock Units. In consideration for the Participant’s employment and service of the Participant to the Corporation and its Subsidiaries and Affiliated Entities, and as part of the Plan, the Corporation hereby awards to the Participant, subject to the further terms and conditions set forth in this Agreement, [ ] restricted stock units (the “Restricted Stock Units” or “RSUs”).
2.No Rights of Stockholder. Until converted as described in Section 6 hereof, the Restricted Stock Units represent the Corporation’s unfunded and unsecured promise to issue shares of Common Stock at a future date, subject to the terms of this Agreement. The Participant has no rights with respect to the Restricted Stock Units other than rights of a general creditor of the Corporation. Except as set forth in Section 3 hereof, the Participant shall not have any of the rights of a stockholder with respect to unvested Restricted Stock Units.
3.Dividend Equivalents. Subject to the provisions of Section 5 hereof, in the event that the Corporation declares a dividend on its Common Stock, the Corporation will increase the number of Restricted Stock Units hereunder (i.e., by increasing the award) by the number of units, rounded to the nearest whole number, equal to the result of dividing (a) the per share cash dividend paid by the Corporation on its shares of Common Stock multiplied by the number of unvested Restricted Stock Units awarded to Participant under this Agreement as of the related
dividend payment record date by (b) the fair market value of one share of Common Stock on the related dividend payment record date. Any such additional Restricted Stock Units shall be subject to the same vesting, forfeiture, payment, termination and other terms, conditions and restrictions as the original Restricted Stock Units to which they relate. No additional Restricted Stock Units shall be granted with respect to any Restricted Stock Units which, as of the dividend payment record date, have either vested or been terminated.
4.Restrictions on Transfer. Except as otherwise provided in this Agreement, the Participant may not sell, transfer, assign, pledge, encumber or otherwise dispose of any of the Restricted Stock Units or the rights granted hereunder (any such disposition or encumbrance being referred to herein as a “Transfer”). Until converted as described in Section 6 hereof, any Transfer or purported Transfer by the Participant of any of the Restricted Stock Units shall be null and void and the Corporation shall not recognize or give effect to such Transfer on its books and records or recognize the person to whom such purported Transfer has been made as the legal or beneficial holder of such Restricted Stock Units. The Restricted Stock Units shall not be subject to sale, execution, pledge, attachment, encumbrance or other process prior to vesting and no person shall be entitled to exercise any rights of the Participant as the holder of such Restricted Stock Units by virtue of any attempted execution, attachment or other process until the Restricted Stock Units are converted as provided in Section 6 hereof.
5.Vesting of Restricted Stock Units.
(a)Subject to any forfeiture provisions in this Agreement or in the Plan, and subject to the terms of this Section 5 hereof, the Restricted Stock Units shall vest in accordance with the following schedule, provided that the Participant has not had a Separation from Service for any reason prior to the applicable vesting date:
Vesting Date | Vested Percentage of the RSUs | ||||
[ ] | 33% | ||||
| [ ] | 33% | ||||
| [ ] | 34% | ||||
(b)If the application of the vesting schedule in Section 5(a) would yield a fractional Restricted Stock Unit, such fractional Restricted Stock Unit shall be rounded down to the next whole unit if it is less than 0.5 and rounded up to the next whole unit if it is 0.5 or more.
(c)Except as described in Section 5(d), to the extent any Restricted Stock Units have not vested upon the Participant’s Separation from Service for any reason, those Restricted Stock Units that have not vested shall be immediately forfeited upon such Separation from Service. Upon such forfeiture, the Participant shall no longer have any rights with respect to such Restricted Stock Units or any interest therein.
(d)Notwithstanding anything to the contrary in this Section 5, (x) in the event of a Change in Control in which the resulting entity does not assume, continue, convert or replace this Agreement, the Restricted Stock Units shall be fully vested and converted into an equivalent number of shares of Common Stock immediately prior to the Change in Control, or (y) in the event of a Change in Control where the Participant incurs an involuntary Separation from Service for any reason other than Cause (as defined in the Plan) within 90 days prior or 12 months following the Change in Control, the Restricted Stock Units shall be fully vested and
2
converted into shares as described in Section 6 and Section 7 hereof. For purposes of this Agreement, the Restricted Stock Units awarded hereunder will not be considered to be assumed, continued, converted or replaced by the resulting entity in connection with the Change in Control unless the Restricted Stock Units are adjusted to prevent dilution of the Participant’s rights hereunder as a result of the Change in Control. For purposes of this Agreement, “Change in Control” shall have the meaning set forth in the Plan.
6.Conversion of Restricted Stock Units into Common Stock upon Vesting. On the Conversion Date (as defined below), the Restricted Stock Units that vested pursuant to the terms of Section 5 hereof, if any, shall be converted into an equal number of shares of Common Stock, which shares of Common Stock will be issued to the Participant, or in the event of the Participant’s death, the Participant’s beneficiary pursuant to the Plan. Promptly after the Conversion Date, certificates of such shares of Common Stock shall be delivered to the Participant. Except as provided in Section 11(b), the “Conversion Date” shall be the Vesting Date; provided, however, that if on such date the Participant is prohibited from trading in the Corporation’s securities pursuant to applicable securities laws and/or the Corporation’s policy on securities trading and disclosure of confidential information, the Conversion Date, shall be, in the determination of the Committee, the second trading day after the date the Participant is no longer prohibited from such trading.
7.Adjustment Provisions. If, during the term of this Agreement, there shall be any merger, reorganization, consolidation, recapitalization, stock dividend, special cash dividend, stock split, reverse stock split, rights offering or extraordinary distribution with respect to the Common Stock, or other change in corporate structure affecting the Common Stock, the Committee shall make or cause to be made an appropriate and equitable substitution, adjustment or treatment with respect to the Restricted Stock Units in a manner consistent with Section 4.3 of the Plan, including a substitution or adjustment in the aggregate number or kind of shares subject to this Agreement, notwithstanding that the Restricted Stock Units are subject to the restrictions on transfer imposed by Section 4 above. Any securities, awards or rights issued pursuant to this Section 7 shall be subject to the same restrictions as the underlying Restricted Stock Units to which they relate.
8.Tax Withholding. As a condition precedent to the receipt of any Restricted Stock Units hereunder, the Participant agrees to pay to the Corporation, at such times as the Corporation shall determine, such amounts as the Corporation shall deem necessary to satisfy any withholding taxes due on income that the Participant recognizes pursuant to this Award. The obligations of the Corporation under this Agreement and the Plan shall be conditional on such payment or arrangements, and the Corporation and its Subsidiaries and Affiliated Entities shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Participant. In addition, the Participant may elect, unless otherwise determined by the Committee, to satisfy the withholding requirement by having the Corporation withhold shares of Common Stock with a Fair Market Value, as of the date of such withholding, sufficient to satisfy the withholding obligation.
9.Registration. This grant is subject to the condition that if at any time the Board or Committee shall determine, in its discretion, that the listing of the shares of Common Stock subject hereto on any securities exchange, or the registration or qualification of such shares under any federal or state law, or the consent or approval of any regulatory body, shall be necessary or desirable as a condition of, or in connection with, the grant, receipt or delivery of shares hereunder, such grant, receipt or delivery will not be effected unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board or Committee. The Corporation agrees to make every reasonable effort to effect or obtain any such listing, registration, qualification, consent or approval.
3
10.No Right to Continued Employment or Engagement. In no event shall the granting of the Restricted Stock Units or the other provisions hereof or the acceptance of the Restricted Stock Units by the Participant interfere with or limit in any way the right of the Corporation, a Subsidiary of the Corporation or an Affiliated Entity to terminate the Participant’s employment or engagement as a service provider at any time, nor confer upon the Participant any right to continue in the employ or service of the Corporation, a Subsidiary of the Corporation or an Affiliated Entity for any period of time or to continue his present or any other rate of compensation.
11.Section 409A Compliance.
(a)The intent of the parties is that payments and benefits under this Agreement be excluded from the scope of, or comply with, Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted as such. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Participant and the Corporation of the applicable provision without violating the provisions of Code Section 409A.
(b)A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if the Participant is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Participant, and (ii) the date of the Participant’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 11(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Participant in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.
(c)For purposes of Code Section 409A, the Participant’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Corporation.
(d)Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.
12.Miscellaneous.
(a)Assignment; Successors. This Agreement will be binding upon and inure to the benefit of the heirs and representatives of the Participant and the assigns and successors of
4
the Corporation, but neither this Agreement nor any rights hereunder will be assignable or otherwise subject to hypothecation by the Participant (except by will or by operation of the laws of intestate succession) or by the Corporation, except that the Corporation may assign this Agreement to any successor (whether by merger, purchase or otherwise) to all or substantially all of the stock, assets or businesses of the Corporation.
(b)Governing Law and Forum for Disputes. The laws of the State of Nevada will govern the validity, interpretation, construction and performance of this Agreement, without regard to the conflict of laws principles thereof. Any action or proceeding against the parties relating in any way to this Agreement or the Participant’s employment (a “Dispute”) must be brought and enforced in the courts of the State of Nevada, and the parties irrevocably (i) submit to the jurisdiction of such courts in respect of any such action or proceeding and (ii) waive any right to a trial by jury of any Dispute.
(c)Modification or Amendment. No failure or delay by the Corporation or the Participant in enforcing or exercising any right or remedy hereunder will operate as a waiver thereof. No provisions of this Agreement may be modified, waived, or discharged except by a written document signed by an officer or director of the Corporation duly authorized by the Board and the Participant.
(d)Notices. Notices given pursuant to this Agreement will be in writing and will be deemed received when personally delivered, or on the date of written confirmation of receipt by (i) overnight carrier, (ii) facsimile with confirmation of delivery, (iii) registered or certified mail, return receipt requested, addressee only, postage prepaid, or (iv) such other method of delivery, including electronic transmission, that provides a written confirmation of delivery. Notice to the Corporation will be directed to:
Hycroft Mining Corporation
PO Box 3030
Winnemucca, NV 89446
Attention: Chief Financial Officer
The Corporation may change the person and/or address to whom the Participant must give notice under this Section 12(d) by giving the Participant written notice of such change, in accordance with the procedures described above. Notices to or with respect to the Participant will be directed to the Participant, or to the Participant’s executors, personal representatives or distributees, if the Participant is deceased, at the Participant’s home address on the records of the Corporation, or such other address provided to the Corporation in accordance with the procedures described above.
(e)Severability. If any provisions of this Agreement will be found invalid or unenforceable by a court of competent jurisdiction, in whole or in part, then it is the parties’ mutual desire that such court modify such provision(s) to the extent and in the manner necessary to render the same valid and enforceable, and this Agreement will be construed and enforced to the maximum extent permitted by law, as if such provision(s) had been originally incorporated herein as so modified or restricted, or as if such provision(s) had not been originally incorporated herein, as the case may be.
(f)Entire Agreement. The Participant acknowledges receipt of this Agreement and agrees that with respect to the Restricted Stock Units (Time-Vesting), it contains the entire understanding and agreement with the Corporation, superseding any previous oral or
5
written communication, representation, understanding or agreement with the Corporation or any representative thereof. No term or condition should be construed strictly against any party on the basis that it was drafted by such party.
(g)Headings. The headings in this Agreement are for convenience of reference only and will not limit or otherwise affect the meaning thereof.
(h)Counterparts. This Agreement may be executed in any number of counterparts, including by facsimile or PDF, each of which shall be deemed an original, and all of which shall constitute one and the same instrument.
[Signature page to follow]
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IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement as of [ ].
| PARTICIPANT | HYCROFT MINING HOLDING CORPORATION | ||||
[ ] By: [ ]
[ ]
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Exhibit 31.1
CERTIFICATION
I, Diane R. Garrett, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Hycroft Mining Holding Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
October 26, 2026 | /s/ Diane R. Garrett | |||||||
| Diane R. Garrett | ||||||||
| Chief Executive Officer and Executive Chairman | ||||||||
Exhibit 31.2
CERTIFICATION
I, Stanton Rideout, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Hycroft Mining Holding Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
October 26, 2026 | /s/ Stanton Rideout | |||||||
| Stanton Rideout | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Hycroft Mining Holding Corporation (the “Corporation”) on Form 10-Q for the period ended September 30, 2026, as filed with the Securities and Exchange Commission (the “Report”), the undersigned officer of the Corporation does hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.
October 26, 2026 | /s/ Diane R. Garrett | |||||||
| Diane R. Garrett | ||||||||
| Chief Executive Officer and Executive Chairman | ||||||||
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Hycroft Mining Holding Corporation (the “Corporation”) on Form 10-Q for the period ended September 30, 2026, as filed with the Securities and Exchange Commission (the “Report”), the undersigned officer of the Corporation does hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.
October 26, 2026 | /s/ Stanton Rideout | |||||||
| Stanton Rideout | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||
Exhibit 95.1
MINE SAFETY DISCLOSURE
The following disclosures are provided pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Financial Reform Act”) and Item 104 of Regulation S-K, which requires certain disclosures by companies required to file periodic reports under the Exchange Act that operate mines regulated under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”).
Mine Safety Information
Whenever the Federal Mine Safety and Health Administration (“MSHA”) believes a violation of the Mine Act, any health or safety standard or any regulation has occurred, it may issue a citation which describes the alleged violation and fixes a time within which the operator (e.g., our subsidiary, Hycroft Resources & Development Inc.) must abate the alleged violation. In some situations, such as when MSHA believes that conditions pose a hazard to miners, MSHA may issue an order removing miners from the area of the mine affected by the condition until the alleged hazards are corrected. When MSHA issues a citation or order, it generally proposes a civil penalty, or fine, as a result of the alleged violation, that the operator is ordered to pay. Citations and orders can be contested and appealed, and as part of that process, are often reduced in severity and amount, and are sometimes dismissed.
The following table reflects citations and orders issued to us by MSHA during the nine months ended September 30, 2026, excluding citations and orders issued to contractors. The proposed assessments as of and for the nine months ended September 30, 2026 were taken from the MSHA Mine Data Retrieval System. Section references below are to sections of the Mine Act.
Mine or Operation1: | Hycroft Mine (MSHA ID# 2601962) | |||||||
Total # of "Significant and Substantial" Violations Under §104(a)2 | — | |||||||
Total # of Orders Issued Under §104(b)3 | — | |||||||
Total # of Citations and Orders Issued Under §104(d)4 | — | |||||||
Total # of Flagrant Violations Under §110(b)(2)5 | — | |||||||
Total # of Imminent Danger Orders Under §107(a)6 | — | |||||||
Total Amount of Proposed Assessments from MSHA under the Mine Act7 | — | |||||||
Total # of Mining-Related Fatalities8 | — | |||||||
Pending Legal Actions9 | — | |||||||
Legal Actions Instituted10 | — | |||||||
Legal Actions Resolved11 | — | |||||||
1 MSHA assigns an identification number to each mine or operation and may or may not assign separate identification numbers to related facilities. The definition of “mine” under section 3 of the Mine Act includes the mine, as well as other items used in, or to be used in, or resulting from, the work of extracting minerals, such as land, structures, facilities, equipment, machines, tools, and minerals preparation facilities. | ||||||||
2 Represents the total number of citations issued by MSHA under Section 104 of the Mine Act for violations of health or safety standards that could significantly and substantially contribute to a serious injury if left unabated. | ||||||||
3 Represents the total number of orders issued under Section 104(b) of the Mine Act, which represents a failure to abate a citation under Section 104(a) of the Mine Act within the period prescribed by MSHA. This results in an order of immediate withdrawal from the area of the mine affected by the condition until MSHA determines the violation has been abated. | ||||||||
4 Represents the total number of citations and orders issued by MSHA under Section 104(d) of the Mine Act for unwarrantable failure to comply with mandatory health or safety standards. | ||||||||
5 Represents the total number of flagrant violations identified by MSHA under Section 110(b)(2) of the Mine Act. | ||||||||
6 Represents the total number of imminent danger orders issued under Section 107(a) of the Mine Act. | ||||||||
7 Amount represents the total United States dollar value of proposed assessments received from MSHA during the nine months ended September 30, 2026. | ||||||||
8 Represents the total number of mining-related fatalities at mines subject to the Mine Act pursuant to Section 1503(a)(1)(G) of the Financial Reform Act. | ||||||||
9 Represents the total number of legal actions pending as of September 30, 2026 before the Federal Mine Safety and Health Review Commission as required by Section 1503(a) of the Financial Reform Act. | ||||||||
10 Represents the total number of legal actions instituted as of September 30, 2026 before the Federal Mine Safety and Health Review Commission as required by Section 1503(a) of the Financial Reform Act. | ||||||||
11 Represents the total number of legal actions resolved as of September 30, 2026 before the Federal Mine Safety and Health Review Commission as required by Section 1503(a) of the Financial Reform Act. | ||||||||
Exhibit 95.1
Pattern or Potential Pattern of Violations
In addition, as required by the reporting requirements regarding mine safety included in Section 1503(a)(2) of the Financial Reform Act, for the nine months ended September 30, 2026, none of the Company’s mines of which the Company is an operator has received written notice from MSHA of:
(a)a pattern of violations of mandatory health or safety standards that are of such nature as could have significantly and substantially contributed to the cause and effect of coal or other mine health or safety hazards under Section 104(e) of the Mine Act; or
(b)the potential to have such a pattern.