HYMC 8-K
Hycroft Mining Holding Corp (HYMC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State
or other jurisdiction |
(Commission File Number) |
(IRS Employer Identification No.) | ||
(Address
of principal executive offices) |
(Zip Code) | |||
Registrant’s
telephone number, including area code:
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The
| ||||
| The
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 27, 2026, the Board of Directors (the “Board”) of Hycroft Mining Holding Corporation (the “Company”) appointed Rebecca A. Jennings, who was previously serving as Senior Vice President, General Counsel, and Corporate Secretary of the Company, to the role of Executive Vice President, General Counsel and Corporate Secretary of the Company, effective August 27, 2026.
In connection with Ms. Jennings’ promotion, the Compensation Committee of the Board approved an amendment to Ms. Jennings’ existing Employment Agreement with the Company (the “Employment Agreement Amendment”), which includes the following revised compensation terms: (1) an increase of her annual base salary rate to $450,000, (2) an increase of her target annual cash incentive bonus to 80% of base salary (with a total opportunity ranging from 0% to 200% of target), (3) an increase in her non-“change in control” severance benefits payable on a termination without “cause” or for “good reason” to provide for a cash payment equal to 1.5 times her base salary and 18 months of subsidized medical benefits, and (4) an increase in her severance benefits payable on a termination without “cause” or for “good reason” within 90 days prior to or one year after a “change in control” to provide for a cash payment equal 2 times her base salary, a cash payment equal to 2 times the applicable “Annual Bonus” amount described in her existing Employment Agreement and 24 months of subsidized medical coverage.
In addition, on August 27, 2026, Ms. Jennings also received a special grant of restricted stock units (“RSUs”) under the Company’s 2025 Performance and Incentive Pay Plan in connection with her promotion. The RSUs have a target grant date value equal to $239,500 and generally vest in annual installments of 33%, 33% and 34% on each of the first, second and third anniversaries of the grant date, respectively.
The foregoing summary of the Employment Agreement Amendment is qualified in its entirety by reference to the Employment Agreement Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit | ||
| Number | Description | |
| 10.1 | Amendment No. 2 to Employment Agreement with Rebecca A. Jennings | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 hereunto duly authorized.
| HYCROFT MINING HOLDING CORPORATION | ||
| Date: August 28, 2026 | By: | /s/ Stanton Rideout |
| Name: | Stanton Rideout | |
| Title: | Executive Vice President & Chief Financial Officer | |
Exhibit 10.1
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
This Amendment No. 2 to Employment Agreement (this “Amendment”) is entered into on August 27, 2026 between Hycroft Mining Holding Corporation (“Employer”) and Rebecca A. Jennings (“Employee”).
WHEREAS, Employer and Employee previously entered into an Employment Agreement, dated May 29, 2024, and an Amendment No. 1 to Employment Agreement, dated March 3, 2025 (collectively, the “Employment Agreement”); and
WHEREAS, the Company and Executive desire to amend the Employment Agreement to reflect the certain changes related to Employee’s promotion.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows, in each case effective as of August 27, 2026:
| 1. | The Employment Agreement is amended so that any references to Employee’s role as “Senior Vice President, General Counsel, and Corporate Secretary” set forth therein shall be replaced with references to Employee’s role as “Executive Vice President, General Counsel, and Corporate Secretary.” | |
| 2. | The first sentence of Paragraph 4(a) of the Employment Agreement is amended to read as follows: |
“The Company shall pay a base annual salary of US$450,000 (“Base Salary”) to the Employee, payable in accordance with the normal payroll practices of the Company and which shall be subject to applicable withholdings, deductions and taxes.”
| 3. | Paragraph 4(b) of the Employment Agreement is amended in its entirety to read as follows: |
“(b) Incentive Compensation. The Employee will be eligible to participate in any annual performance bonus plans and long-term incentive plans established or maintained by the Company for its senior Employee officers. The Employee’s target incentive annual cash bonus shall be set at 80% of the Employee’s Base Salary, with bonus payments ranging from 0 to 200% of the bonus target based upon specific individual and corporate performance metrics under any cash bonus plan to be determined from time to time by the Board or Compensation Committee thereof. Any bonus earned by the Employee will be paid in accordance with the Company’s standard practice, which shall not be later than March 15 of the year following the end of the calendar year in which the Employee earns and vests in the right to receive the bonus or compensation as determined by the Board, or the Compensation Committee.”
| 4. | Paragraph 4(e) of the Employment Agreement is amended to replace the reference to “four (4) weeks” therein with a reference to “five (5) weeks.” | |
| 5. | Paragraph 5(c)(i) of the Employment Agreement is amended in its entirety to read as follows: |
“(c) An amount in cash equal to 1.5 multiplied by the Employee’s Base Salary. This amount will be paid in equal installments during the 18-month period after termination in accordance with the Company’s normal payroll practices, provided, however, that any installments that would otherwise be payable within the first 60 days following the date of the Employee’s termination will be paid to the Employee on the 60th day following such termination.”
| 6. | Paragraph 5(c)(ii) of the Employment Agreement is amended to replace the reference to “12-month anniversary” therein with a reference to “18-month anniversary.” | |
| 7. | The first sentence of Paragraph 6(a)(i) of the Employment Agreement is hereby deleted and replaced with the following: |
“An amount equal to 2.0 multiplied by the Employee’s Base Salary.”
| 8. | The first sentence of Paragraph 6(a)(ii) of the Employment Agreement is hereby deleted and replaced with the following: |
“An amount in cash equal to 2.0 multiplied by Executive’s Annual Bonus.”
| 9. | Paragraph 6(a)(iii) of the Employment Agreement is amended to replace the reference to “18-month anniversary” therein with a reference to “24-month anniversary.” |
| 10. | This Amendment may be executed in separate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. |
| 11. | This Amendment and the Employment Agreement constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof. |
| 12. | Except as otherwise provided herein, the Employment Agreement shall continue in full force and effect in accordance with its terms. |
[Signatures on the following page.]
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.
| HYCROFT MINING HOLDING CORPORATION | ||
| By: | /s/ Diane R. Garrett | |
| Name: | Diane R. Garrett | |
| Title: | Executive Chairman and Chief Executive Officer | |
| EMPLOYEE | |
| /s/ Rebecca A. Jennings | |
| Rebecca A. Jennings |