6-K
Largo Inc. (LGO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2026
Commission File Number: 001-40333
LARGO INC.
(Translation of registrant's name into English)
1 First Canadian Place,
100 King Street West, Suite 1600
Toronto, Ontario M5X 1G5
Canada
**** (Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☐ Form 40-F ☒
Exhibit Index
| Exhibit | Description |
|---|---|
| 99.1 | Material Change Report dated February 25, 2026 |
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.
Date: February 25, 2026
LARGO INC.
By: /s/ Daniel Tellechea Name: Daniel Tellechea Title: Co-Chief Executive Officer
Largo Inc.: Exhibit 99.1 - Filed by newsfilecorp.com
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 Name and Address of Company
Largo Inc. (the "Company")
First Canadian Place
100 King Street West, Suite 1600
Toronto, Ontario, Canada M5X 1G5
Item 2 Date of Material Change
February 23, 2026.
Item 3 News Release
On February 23, 2026, the Company issued a news release indicating the material change, which was disseminated on the Business Wire news service.
Item 4 Summary of Material Change
On February 23, 2026, the Iron Ore Agreement (as defined below) was terminated in accordance with its terms due to the required payment obligation not being received within the cure period provided by the Company. The Company intends to pursue its rights and remedies against the counterparty.
Item 5.1 Full Description of Material Change
On December 31, 2025, the Company received a binding term sheet for the sale of approximately 4.5 million tonnes of iron ore calcine material for an aggregate consideration of US$56 million. On January 20, 2026, the Company signed a definitive agreement substantially on such terms previously announced (the "Iron Ore Agreement").
As previously disclosed in the Company's February 5 and 12, 2026 news releases, the Iron Ore Agreement was subject to receipt of an initial payment of US$2.9 million originally due by January 30, 2026.
The Company agreed to defer the initial payment until February 9, 2026. Since the payment was not received, the Company issued formal notice of non-compliance and provided the counterparty with a cure period through February 20, 2026 to satisfy the outstanding payment obligation.
The required payment was not received within such cure period and, as such, the Iron Ore Agreement was terminated in accordance with its terms. The Company intends to pursue its rights and remedies under the Iron Ore Agreement against the counterparty.
Item 5.2 Disclosure for Restructuring Transactions
Not applicable.
Item 6 Reliance on subsection 7.1(2) or (3) of National Instrument 51-102
Not applicable.
Item 7 Omitted Information
Not applicable.
- 2 -
Item 8 Executive Officer
Further information regarding the matters described in this report may be obtained from Daniel Tellechea, Co-Chief Executive Officer & Director, at 416-861-9797 or info@largoinc.com.
Item 9 Date of Report
February 25, 2026