LITHIUM AMERICAS CORP.

Overview

Lithium Americas Corp. (the “Company” or “LAC”) is a Canadian-based resource and materials company focused on developing, building and operating significant lithium deposits and chemical processing facilities. The Company’s flagship asset is Thacker Pass, a sedimentary-based lithium deposit located in the McDermitt Caldera in Humboldt County, in northern Nevada (“Thacker Pass” or the “Project”). Thacker Pass is owned by Lithium Nevada LLC (“LN”), a wholly owned subsidiary of Lithium Nevada Ventures LLC (“Lithium Nevada Ventures”), the joint venture (“JV”) between General Motors Holdings LLC (“GM”) and the Company (together, the “JV Partners”). The Company currently owns a 62% interest in Thacker Pass and manages the Project, and GM owns a 38% interest in Thacker Pass. The terms “LN” and “LAC” are used throughout the report to denote the owners of the Project.

Thacker Pass “Phase 1” refers to the anticipated initial phase of production, targeting 40,000 tonnes per year (“t/y”) of battery-grade lithium carbonate (“Li 2 CO 3”), “Phase 2” refers to a possible second phase of production at Thacker Pass, targeting an additional 40,000 t/y, “Phase 3” refers to a possible third phase of production at Thacker Pass, targeting an additional 40,000 t/y, “Phase 4” refers to a possible fourth phase of production at Thacker Pass, targeting an additional 40,000 t/y, “Phase 5” refers to a fifth phase of development that would add an additional beneficiation circuit and sulfuric acid plant, without an additional lithium carbonate processing plant, for total planned production capacity of 160,000 t/y.

The Company also holds investments in Green Technology Metals Limited (“GT1”) and Ascend Elements, Inc. (“Ascend Elements”), and exploration properties in the U.S. and Canada.

The Company's head office and registered office is located at 3260 – 666 Burrard Street, Vancouver, British Columbia, Canada, V6C 2X8, and telephone number is (778) 656-5820.

The Company’s common shares (the “Common Shares”) are listed on the Toronto Stock Exchange (“TSX”) and on the New York Stock Exchange (“NYSE”) under the symbol “LAC.”

Amounts stated in this Form 10-K are in United States dollars, unless otherwise indicated.

Corporate Structure

As of December 31, 2025, The Company had the following material, direct and indirect, wholly-owned subsidiaries with their jurisdiction of incorporation:

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LAC Management LLC (Nevada) (100%)

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1339480 B.C. Ltd. (British Columbia) (100%)

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LAC US Corp. (Nevada) (100%)

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LAC Exploration LLC (Nevada) (100%)

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Lithium Nevada Ventures LLC (Delaware) (62%)

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KV Project LLC (Nevada) (62%)

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Lithium Nevada Projects LLC (Nevada) (62%)

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Lithium Nevada LLC (Nevada) (62%)

The following chart depicts the corporate structure of the Company at December 31, 2025:

Organizational History and Recent Developments

On January 23, 2023, the Company was incorporated under the Business Corporations Act (British Columbia) (the “BCBCA”) for the sole purpose of acquiring ownership of the North American business assets and investments (“LAC North America”) of Lithium Americas Corp. (“Old LAC”), which is now named Lithium Argentina AG (formerly Lithium Americas (Argentina) Corp.) (“Lithium Argentina”) pursuant to a separation transaction (the “Separation”) that was undertaken on October 3, 2023. Upon consummation of the Separation, the Company was re-named Lithium Americas Corp.

The Separation was implemented by way of a plan of arrangement (the “Arrangement”) under the laws of British Columbia pursuant to an arrangement agreement between the Company and Old LAC. Upon completion of the Separation, Old LAC contributed to the Company, among other assets and liabilities, its interest in Thacker Pass, its investments in GT1 and Ascend Elements, certain intellectual property rights, its loan to 1339480 B.C. Ltd., and cash.

On October 28, 2024, the Company announced the closing of a loan from the U.S. Department of Energy’s (“DOE”) Advanced Technology Vehicles Manufacturing (“ATVM”) Loan Program (the “DOE Loan”) for a total of $2.26 billion, including $1.97 billion in aggregate principal to fund eligible construction costs of Thacker Pass plus interest to be accrued during construction, which was estimated to be $289.6 million over a three-year period. The DOE Loan originally had a 24-year maturity with interest rates fixed from the date of each advance for the term of the loan at applicable U.S. Treasury rates without any additional credit spread. In connection with the DOE Loan, the Company entered into or approved the entry into by its subsidiaries certain agreements discussed in more detail below. The DOE Loan was amended by the OWCA (as defined below) on October 7, 2025, as discussed in more detail below. The Company received its first draw on the DOE Loan on October 20, 2025, and received a second draw on the DOE Loan on February 24, 2026.

In August 2024, the Company received approval for an $11.8 million grant from the U.S. Department of War (formerly the Department of Defense) to support an upgrade of the local power infrastructure and to help build a transloading facility.

On December 23, 2024, the Company announced the closing of a JV with GM for the purpose of funding, developing, constructing and operating the Project (the “JV Transaction”). In connection with the JV Transaction, the Company also closed an amendment to the DOE Loan to accommodate changes relating to the JV Transaction.

Following the closing of the JV Transaction, the Company held a 62% interest in Thacker Pass, with GM having acquired a 38% interest in the Project for $625 million in total committed cash and letters of credit, comprised of a $430 million commitment of direct cash funding to the JV to support the construction of Phase 1 of the Project and a $195 million letter of credit facility (“LC Facility”) that can be used as collateral to support reserve account requirements under the DOE Loan. The LC Facility, which has no interest and a maturity consistent with the DOE Loan, is planned to be withdrawn once replaced with cash that is generated by Thacker Pass. As part of the closing of the JV Transaction, GM funded $330 million of cash into the JV alongside $138 million of cash funding from the Company.

On January 7, 2025, the Company announced an increased mineral resource and mineral reserve estimate for Thacker Pass, including the release of an independent National Instrument 43-101 (“NI 43-101”) technical report (“NI 43-101 Technical Report”) entitled “NI 43-101 Technical Report on the Thacker Pass Project Humboldt County, Nevada, USA,” and an independent S-K 1300 technical report (the “S-K 1300 Technical Report”) entitled “S-K 1300 Technical Report on the Thacker Pass Project Humboldt County, Nevada, USA,” both dated effective December 31, 2024 (together with the NI 43-101 Technical Report, collectively referred to herein as the “Reports”). The statements of mineral reserves and mineral resources for Thacker Pass as of December 31, 2025, based on the Reports as of December 31, 2024, are presented in the tables below in Part I – Item 2: Properties – Mineral Resource and Mineral Reserve Estimate.

On April 1, 2025, the Company closed a strategic investment of $250 million from fund entities managed by Orion Resource Partners LP (collectively, “Orion”), for the development and construction of Phase 1 of the Project (“Orion Investment”). Orion purchased senior unsecured convertible notes in the aggregate principal amount of $195 million (the “Orion Note”) and entered into a Production Payment Agreement (“PPA”) whereby Orion will pay LAC $25 million in exchange for payments corresponding to the minerals processed and gross revenue generated by Thacker Pass. Orion also committed, subject to the satisfaction of certain conditions precedent, to purchase an additional $30 million in aggregate principal amount of notes within two years (the “Delayed Draw Notes”) upon request by the Company. For more information on the Orion Investment, refer to the Sources of Liquidity section of the Management’s Discussion and Analysis (“MD&A”) for the year ended December 31, 2025 (“FY 2025”) in this Form 10-K.

On April 1, 2025, contemporaneously with the closing of the Orion Investment, the Company and GM announced the final investment decision (“FID”) for Phase 1 of the Project and made cash contributions to the JV of $191.6 million and $100 million, respectively, pursuant to the terms of the JV Transaction. Together with the DOE Loan and the investments from both GM and Orion, LAC achieved fully funded status at the project and corporate levels for the development and construction of Phase 1 of Thacker Pass for the duration of construction. Mechanical completion of Phase 1 of Thacker Pass is targeted for late 2027.

On May 15, 2025, the Company established an at-the-market (“ATM”) equity program (the “May 2025 ATM Program”) pursuant to which the Company sold an aggregate total of 26.92 million Common Shares at an average price of $3.71 per share, for aggregate net proceeds of $97.8 million after sales agent’s commission and other expenses.

In September 2025, GM released the LC Facility in advance of first draw on the DOE Loan.

On October 7, 2025, the Company and the DOE entered into an omnibus waiver, consent and amendment, as amended (the “OWCA”) for certain amendments to the Company’s DOE Loan. Pursuant to the OWCA:

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The DOE Loan's expected total loan amount decreased to $2.23 billion due to estimated capitalized interest during construction decreasing to $256 million, while the DOE Loan principal remained the same at $1.97 billion. The interest rate that will be applied to amounts drawn under the DOE Loan remained unchanged at the applicable long-dated U.S. Treasury rate from the date of each draw with 0% spread. The DOE Loan tenor was set to approximately 23 years from date of first draw on the DOE Loan.

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The DOE agreed to defer $184 million of scheduled debt service obligations under the DOE Loan, which were to occur in the first five years of loan repayment, with the total deferred balance reallocated across the remaining payment periods to maturity.

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On January 30, 2026, the Company issued to the DOE: (a) a warrant agreement to purchase up to 18,286,687 Common Shares of the Company at an exercise price of $0.01 per share (the “LAC Warrant”) and (b) a warrant agreement to purchase 8,656,509,695 non-voting units of the JV (the “Non-Voting Units”) at an exercise price of $0.0001 per unit (the “JV Warrant”).

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The Company agreed to contribute an additional $120 million to DOE Loan reserve accounts, to be funded within 12 months of the OWCA.

In addition to the OWCA, the Company and GM entered into an amendment to GM’s lithium Offtake Agreement (as defined below) to provide additional support to the Project. The amendment permits the JV to enter into additional third-party offtake agreements for certain remaining production volumes not forecast to be purchased by GM for the first five years of Phase 1.

On October 8, 2025, the Company established an ATM equity program (the “October 2025 ATM Program”) pursuant to which the Company sold an aggregate total 30.53 million Common Shares at an average price of $8.19 per share, for aggregate net proceeds of $246.4 million after sales agent’s commission and other expenses.

On October 10, 2025 and October 28, 2025, Orion elected to convert a total of $97.5 million in accordance with the terms of the Orion Note. As a result, the Company issued an aggregate total of 25.79 million Common Shares to Orion. Following the conversions, total future interest payable under the Orion Note was reduced pro rata.

On October 20, 2025, the Company received its first drawdown of $435 million on the DOE Loan.

On November 13, 2025, the Company established an ATM equity program (the “November 2025 ATM Program”) pursuant to which the Company sold an aggregate total 43.3 million Common Shares at an average price of $5.78 per share, for aggregate net proceeds of $246.7 million after sales agent’s commission and other expenses. The program was completed on January 26, 2026.

On December 22, 2025, the Company’s Common Shares were added to the S&P/TSX Composite Index.

Thacker Pass Overview

For a more complete description of Thacker Pass in Humboldt County, Nevada, see the S-K 1300 Technical Report, which is filed hereto as Exhibit 96.1; and the NI 43-101 Technical Report, which has been filed with the securities regulatory authorities in each of the provinces and territories of Canada through SEDAR+. Scientific and technical information in respect of the Thacker Pass Project in this annual report on form 10-K has been prepared under the supervision of Rene LeBlanc, an employee of the Company, and a qualified person under NI 43-101.

Thacker Pass, located in Humboldt County in northern Nevada, is a sedimentary clay resource and the largest lithium Measured and Indicated Resource in the world. See Part I – Item 2: Properties – Mineral Reserve and Mineral Resource Estimates below for more information.

Thacker Pass is approximately 100 kilometers (“km”) north-northwest of Winnemucca, Nevada, approximately 33 km west-northwest of Orovada, Nevada, and 33 km south of the Oregon border. Access to Thacker Pass is via the paved US Highway 95 and paved State Route 293; travel north on US-95 from Winnemucca, Nevada, for approximately 70 km to Orovada, Nevada and then travel west-northwest on State Route 293 for 33 km toward Thacker Pass to the Thacker Pass site entrance. Driving time is approximately one hour from Winnemucca, and 3.5 hours from Reno.

The Thacker Pass area encompasses approximately 7,900 hectares (“ha”) and lies within and is surrounded by public lands administered by the Bureau of Land Management. The area is sparsely populated and used primarily for ranching and farming.

Thacker Pass is expected to be developed initially in Phase 1, with further expansion possibility for an additional four phases. Lithium carbonate production from Phases 1 through 4 is designed for a nominal 40,000 t/y Li 2 CO 3 capacity per phase. Phase 5 expansion would be introduced at the time of Phase 4 expansion when mined ore grade decreases resulting in available capacity in the lithium carbonate crystallization circuits constructed during the initial four phases. Total possible nominal capacity of Phases 1 through 5 would be 160,000 t/y Li 2 CO 3. The process plant is expected to operate 24 hours/day, 365 days/year with an overall availability of 88% and a possible mine life of 85 years. The total amount of ore processed from the development of Phases 1 through 5 would be 1,057 million metric tonnes (“Mt”) (dry).

Phase 1 commenced construction in February 2023, following the receipt of all key state-level environmental permits and a federal Record of Decision (“ROD”). Lithium Americas is working with Bechtel Infrastructure and Power Corporation (“Bechtel”) who is responsible for the engineering, procurement and construction management (“EPCM”) of Phase 1.

In the fourth quarter of 2024, the Company provided Bechtel and other major contractors with limited full notice to proceed (“FNTP”) to de-risk the construction schedule. Declaring FNTP allowed engagement of additional contractors to advance the earthworks at an increased pace in preparation of major construction, which began in 2025.

On April 1, 2025, the Company and GM announced the FID for Phase 1 of Thacker Pass. Following FID, additional contracts were awarded and contractors mobilized to support major construction.

Major construction continued to progress at Thacker Pass. Construction milestones achieved throughout 2025 include:

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As of December 31, 2025, detailed engineering design complete achieved 93%, while procurement was 60% complete.

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As of December 31, 2025, there were approximately 950 personnel on site at Thacker Pass, including approximately 740 manual craft and 210 additional site workers. The number of personnel is expected to increase to approximately 1,800 at peak construction in 2026.

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In 2025, 1.69 million workhours were completed at Thacker Pass without a serious injury or lost-time incident and a total recordable incident frequency rate of 0.21.

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In the first half of 2025, earthworks were completed in the processing plant area in preparation for permanent concrete and steel work.

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In April 2025, shipments of steel to the fabrication yard in Winnemucca and/or construction site at Thacker Pass commenced, as well as fabrication of structural steel to be used to build the processing facilities.

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Permanent concrete placement commenced in May 2025. Foundation, rebar and concrete work continue at multiple facilities throughout the processing plant, including the filter building, the magnesium sulfate building and warehouse facilities. Permanent site entrances and roads were also completed in 2025.

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First steel installation was achieved on schedule in September 2025. Multiple facilities at the processing plant achieved structural steel installation, including the filtration building, liquid sulfur tanks and sulfuric acid towers.

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The installation of certain long lead equipment commenced in Q4 2025.

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Six worker break tents at the construction site were completed throughout 2025. Each tent seats approximately 220 workers in climate-protected environments.

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Active hydroseeding of disturbed areas across the site using native seeds was performed.

The Company continues to target mechanical completion of the Thacker Pass Phase 1 processing plant in late 2027. Following are expected development milestones for 2026:

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Over 60% of the structural steel for Thacker Pass, which is sourced from the United Arab Emirates, is safely in transit or has arrived on site at Thacker Pass or the laydown yard in Winnemucca. The Company and Bechtel are monitoring Middle East conditions with the steel supplier in an effort to prevent any impact on the fabrication and shipment of steel to Thacker Pass.

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In early January 2026, the first of nearly 100 completed pipe rack modules were delivered to site. They were fabricated offsite to reduce labor hours and facilitate enhanced safety performance. Once delivered to site, the interlocking modules (with pipe, cable trays already installed) will be placed and joined together at the processing plant. The remaining pipe rack modules are expected to be delivered to site by mid-year 2026.

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The first cable pulls on the module pipe racks are targeted to commence in spring 2026.

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Commissioning of the high voltage power line is targeted to commence in Q2 2026.

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Given the advanced level of detailed engineering, the Company is expected to begin a definitive capital estimate in the first half of 2026. Advanced levels of engineering and procurement will enable the team to estimate quantities and materials with higher confidence. Further assessment of labor availability and productivity rates is expected to occur by the fourth quarter of 2026.

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All main concrete required at site is expected to be completed in Q3 2026.

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Early commissioning of the individual plants is expected to commence in Q4 2026.

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As part of the Project, the Company is upgrading six regional substations and switching stations to enhance reliability for grid power from the local electric utility cooperative. This work is expected to be completed to energize the Project in Q4 2026.

The Company maintains an operations and business readiness (“OBR”) team to support the transition from the engineering, procurement and construction phases of Thacker Pass through to expected commissioning, ramp up and into production and maintenance of the mining and chemical facility.

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As of December 31, 2025, the OBR team had 25 employees. Hiring additional OBR team members is expected to ramp up throughout 2026 in preparation for pre-commissioning and process commissioning in late 2026 and throughout 2027.

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Throughout 2025, the following key roles were filled: Site Operations Director, Lithium Carbonate Plant Manager, Sulfuric Acid Plant Manager, Maintenance Manager, Mine Manager Supply Chain Manager, Training Manager and Process Superintendent.

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The OBR team is currently preparing safety plans, operating procedures, multi-disciplinary training programs, emergency response training and other programs, which are being finalized and implemented.

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The OBR team also conducts factory acceptance tests of key equipment and processes, while working with these vendors to learn best practices from their customer’s existing operations.

The Company anticipates achieving mechanical completion in late-2027 and full ramp-up through 2028.

Lithium Technical Development Center

The Company’s Lithium Technical Development Center (“Tech Center”) in Reno, Nevada consists of chemical laboratories and a fully integrated pilot plant-scale model of the processing plants that will be built at Thacker Pass. Since July 2022, the Tech Center has produced battery-quality lithium carbonate samples from Thacker Pass ore for potential customers and suppliers. The Tech Center has been awarded the ISO 9001:2015 Quality Management System certification, which is a globally recognized standard for quality management. Implementation of ISO 9001:2015 demonstrates the Company’s commitment to quality in the development of lithium products. The Tech Center continues to operate the integrated pilot facility focusing on data to support continuous improvement, equipment design and further reducing risks associated with the transition from mechanical completion to operations.

Transloading Terminal

The Company has leased from the City of Winnemucca a parcel of land adjacent to the mainline railroad, approximately 60 miles from Thacker Pass, for the development of a transloading terminal (“TLT”). Access to the TLT is planned via State Route 796 and then a driveway through two parcels, one owned by the Company adjacent to State Route 796, and the other owned by the City of Winnemucca, which has granted an easement to the Company.

The TLT has been planned to provide direct access to the railroad for shipping of reagents during operations of Phases 1 through 3. Phase 4 expansion would contemplate the addition of rail to Thacker Pass. Expected benefits of direct access to the mainline railroad during operations include reduced transportation costs for reagents, such as liquid sulfur and soda ash, and minimizing Scope 3 emissions by utilizing lower carbon intensity transportation methods.

On August 5, 2024, the Company received approval for an $11.8 million grant from the U.S. Department of War to support an upgrade of local power infrastructure and to help build a transloading facility.

On October 28, 2024, the Company awarded Iron Horse Terminals (“IHT”) the contract to design, build, own and operate the TLT. IHT will provide multiple services at the TLT site including unloading rail cars, loading trucks, coordinating rail activities, truck transportation, railcar/truck repairs and facility maintenance. The EPCM work and operation of the TLT during Phase 1 are expected to generate approximately 100 jobs during construction and approximately 50 jobs during operations. The TLT is expected to be completed in 2027. The TLT design has been advanced to approximately 20% design complete.

GM Offtake

Prior to the Separation, on January 30, 2023, Old LAC entered into a purchase agreement with GM, pursuant to which GM agreed to make a $650 million equity investment (the “2023 Transaction”), the proceeds of which were to be used for the construction and development of Thacker Pass. The 2023 Transaction was comprised of two tranches, a first tranche investment of $320 million (“Tranche 1 Investment”) a second tranche investment of up to $330 million (the “Tranche 2 Investment”). Tranche 1 closed and the Phase 1 offtake agreement for GM to purchase up to 100% of Phase 1 production for ten years, subject to a five-year extension at GM’s option and other limited extensions, plus a right of first offer on Phase 2 of Thacker Pass production, was executed on February 16, 2023 (the “Phase 1 Offtake Agreement”). As part of the Arrangement, the Phase 1 Offtake Agreement was assigned by Old LAC to the Company.

Concurrently with closing of the DOE Loan, the Phase 1 Offtake Agreement was extended to 20 years. As part of the JV Transaction, GM also entered into an additional 20-year offtake agreement for up to 38% of production volumes from Phase 2 of Thacker Pass and will retain its right of first offer on the remaining balance of Phase 2 volumes (“Phase 2 Offtake Agreement” and together with the Phase 1 Offtake Agreement, the “Offtake Agreements”).

On October 7, 2025, in connection with the entry into the OWCA, the Company and GM agreed to amend the Phase 1 Offtake Agreement as follows: (i) the delivery dates for the “Annual Purchase Forecast” and “Annual Production Forecast” (each as defined in the Phase 1 Offtake Agreement) will be accelerated by two months; (ii) the forecast period for the first five years of Phase 1 will be extended from two years to three years, with the second and third years remaining non-binding; (iii) the JV will be required to prioritize GM’s volume requirements; (iv) for the first five years of Phase 1, the JV may enter into firm volume commitments with third parties, subject to a cap based on the difference between the Annual Production Forecast and the Annual Purchase Forecast, and the cap will be 100% of the difference in the first year, 80% in the second year, and 60% in the third year; (v) GM’s Annual Purchase Forecast will be capped at 20% year-over-year growth during the aforementioned period; (vi) after the first five years, (a) the forecast period will revert to two years, with the second year being non-binding and will include no cap on GM’s Annual Purchase Forecast, and (b) third-party commitments will be capped at 100% of the difference between forecasts in the first year and 50% in the second year of such forecasts; and (vii) if GM relinquishes volumes in non-binding forecast periods but later demonstrates a need for those volumes and incurs higher costs as a result of third-party purchases, GM will be entitled to a “profit true-up” equal to the volume procured multiplied by the difference between the third-party pricing and the implied JV pricing.

Market Demand and Competitive Conditions

During the first half of 2025, lithium prices continued to decline, with many sell-side analysts expressing negative sentiment on pricing outlook and lithium pricing bottoming out in June 2025. The second half of 2025 saw a slight increase in sentiment leading to a much more bullish stance toward the end of the year. Varying market factors contributed to increased sentiment, including positive demand outlook from battery energy stationary storage (“BESS”) applications, now the second largest demand driver for lithium after electric vehicles (“EV”).

Rho Motion reported in January 2026 that full-year battery production has grown by 29% to 1.59 TWh (1,590 GWh) in 2025 versus 2024. BESS represents 19% of the global market with EV’s representing 75%. BESS demand has grown 51% year-on-year, while EV demand increased by 26%. Globally EV production increased to 20,657,000 units in 2025 (increase of 20% year-on-year), with relatively flat annual production in the US, France and Sweden.

Benchmark Minerals Intelligence is forecasting a lithium deficit could occur as early as 2026 under higher-demand outcomes. SC Insights is forecasting an increase in BESS market share from 20% in 2025 to 27% in 2035. EV adoption continues to grow globally. Benchmark Minerals Intelligence reported a 20% year-over-year increase in global EV sales for the year ended 2025, and forecasts in the long-term, global EV penetration to grow from 22% in Q4 2025 to 70% by 2040.

During 2025, critical minerals and the lithium industry experienced increased participation from governments to increase their national security. This includes the Company’s OWCA in October 2025 when the DOE amended the DOE Loan to defer principal repayments and received warrants. Upon exercise of the LAC Warrant and JV Warrant (assuming conversion as of January 30, 2026), the DOE would become a 5% equity shareholder of the Company and 5% non-voting JV Partner.

Thacker Pass is expected to complete mechanical construction in late 2027. Once in commercial production, Phase 1 of Thacker Pass is expected to substantially increase U.S. domestic production of lithium to help the U.S. reduce dependence on foreign countries for supply. With a strategic investment, joint venture partnership and long-term offtake agreement with General Motors, production from Thacker Pass Phase 1 is estimated to support lithium needs for up to 800,000 EV’s annually (assuming lithium carbonate equivalent (“LCE”) intensity of 850 tonnes (“t”) of LCE per GWh.

Resources Material to the Company’s Business

Raw Materials

All of the raw materials that the Company requires to carry on its business are available through normal supply or business contracting channels. The following raw materials, also known as reagents, are required for processing the ore from Thacker Pass into battery-grade lithium carbonate. As Thacker Pass is in the construction stage, the Company is currently working on securing suppliers for these reagents for the production stage. Following is the name and description of each reagent and its purpose.

The Company’s Vendor Code of Conduct requires the Company and its vendors and suppliers to avoid sourcing minerals from conflict affected and high-risk areas where there are heightened concerns that proceeds from minerals could be used to contribute to armed conflict or human rights abuses. These minerals may include certain tin, tungsten, tantalum, gold, mica and cobalt that is extracted or processed in certain other countries and contribute to armed conflict in the Democratic Republic of Congo and its adjoining countries. The Company’s goal is to source the majority of reagents from continental North America or domestic U.S. suppliers to limit carbon emissions and reduce transportation costs to benefit operating costs.

Patents

The Company owns U.S. Patent No. 12,188,107 B2, Mexican Patent No. MX2021011625A and Chilean Patent No. 71,260, which relate to the economic concentration and extraction of lithium chemicals from sedimentary resources. The Company also has pending applications in the United States, Canada, China and Europe, including applications relating to the processing of lithium clays and cost-effective separation of magnesium from lithium in sulfate brines as a benign material.

Government Contracts

On October 28, 2024, the Company’s subsidiary LN and DOE executed the DOE Loan for a construction facility with maximum borrowing of $1.97 billion plus up to $289.6 million of capitalized interest to fund eligible construction costs of Thacker Pass over the period from the first advance through no later than November 30, 2028. The DOE Loan originally had a 24-year maturity with interest rates fixed from the date of each advance for the term of the loan at applicable U.S. Treasury rates without any additional credit spread.

The DOE Loan agreement was amended on December 20, 2024 to accommodate the formation of Lithium Nevada Ventures LLC, a JV with GM, owning 100% of the interests in LN, which owns Thacker Pass.

The DOE Loan is funded by the Federal Financing Bank (“FFB”) pursuant to a Note Purchase Agreement signed simultaneously with the DOE Loan (the “FFB Note Purchase Agreement”). The DOE Loan and FFB Note Purchase Agreement are a firm contractual obligation of the DOE and FFB and cannot be unilaterally terminated by either the DOE or FFB except in the limited circumstances customary to this type of financing and outlined in the DOE Loan and FFB Note Purchase Agreement. Refer to Exhibit [10.18] for the FFB Note Purchase Agreement, dated October 28, 2024.

On October 7, 2025, the Company and the DOE entered into an OWCA for certain amendments to the Company’s DOE Loan. As part of the OWCA:

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The DOE Loan expected total loan amount decreased to $2.23 billion due to estimated capitalized interest during construction decreasing to $256 million, while the DOE Loan principal remained the same at $1.97 billion. The interest rate that will be applied to amounts drawn under the DOE Loan remains unchanged at the applicable long-dated U.S. Treasury rate from the date of each draw with 0% spread. The DOE Loan tenor is approximately 23 years from date of first draw on the DOE Loan.

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The DOE has agreed to defer $184 million of scheduled debt service obligations under the DOE Loan which were to occur in the first five years of loan repayment, with the total deferred balance reallocated across the remaining payment periods to maturity.

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The Company agreed to issue to the DOE the LAC Warrant and the JV Warrant subject to customary conditions to be finalized through definitive documents and corporate approvals.

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The Company is to contribute an additional $120 million to DOE Loan reserve accounts, to be funded within 12 months of the OWCA.

The Company received its first advance on the DOE Loan of $435 million on October 20, 2025 and its second advance on the DOE Loan of $432 million on February 24, 2026.

On January 30, 2026 (the “Issuance Date”), as required under the OWCA:

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The Company issued to the DOE the LAC Warrant. The LAC Warrant is to purchase up to 18,268,687 Common Shares, which is equal to 5% of the Company’s outstanding total shares as of the Issuance Date, with an exercise price of $0.01 per share, exercisable for ten years from the Issuance Date, subject to customary anti-dilution adjustments and other terms set forth in the LAC Warrant.

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The JV issued to the DOE the JV Warrant providing for, among other things, the right to purchase 8,656,509,695 Non-Voting Units, which is equal to a 5% economic interest in the JV as of the Issuance Date, at an exercise price of $0.0001 per Non-Voting Unit, exercisable for ten years from the Issuance Date, subject to customary anti-dilution adjustments and other terms set forth in the JV Warrant.

On the Issuance Date, the JV, the Company, B.C. Corp., the LAC JV Member, GM and the DOE, entered into a Put, Call and Exchange Agreement (the “Put, Call and Exchange Agreement”). Under the Put, Call and Exchange Agreement, the DOE has a put right (the “DOE Put”) to require GM to elect to either (i) purchase, or cause the JV to purchase, the JV Warrant and any Non-Voting Units issued upon conversion thereof, as applicable (a “JV Warrant Sale”), or (ii) subject to applicable exchange approvals and compliance with securities laws, cause the JV Warrant and any Non-Voting Units issued upon conversion thereof, as applicable, to be exchanged for a warrant to purchase a number of the Company’s Common Shares (a “JV Warrant Exchange”) that would result in the DOE holding a percentage of the total issued and outstanding Common Shares equal to the then applicable Warrant Conversion Rate (as defined below). Additionally, the exercise (including any automatic exercise) of the LAC Warrant shall be deemed to be delivery of a put notice pursuant to the Put, Call and Exchange Agreement. The sale price for a JV Warrant Sale will be mutually determined in good faith by GM and the DOE. If GM and the DOE cannot agree on the sale price for a JV Warrant Sale within 60 days of delivery of the put notice or if the JV Warrant Sale is not completed within 90 days of the delivery of the put notice, the parties will cause a JV Warrant Exchange to occur. The “Warrants Conversion Rate” will be, as of the time of determination, the product of (i) 100 multiplied by (ii) the quotient obtained by dividing (A) the number of fully diluted Non-Voting Units in the JV held by the DOE by (B) the number of outstanding units in JV held by the LAC JV Member plus the number of fully diluted Non-Voting Units in the JV held by the DOE. The number of outstanding units in the JV held by the LAC JV Member is subject to adjustment in connection with (i) the funding of any incremental capital contribution to the JV or (ii) the transfer by the LAC JV Member of any units in the JV, in each case in accordance with the Amended and Restated Limited Liability Company Agreement of the JV.

In addition, from and after the earlier of the Scheduled Substantial Completion Date and the Substantial Completion Date of Thacker Pass (as such dates are defined in the Loan Arrangement Reimbursement Agreement), GM has a call right (the “GM Call”) to elect to effect, or cause the JV to effect, a JV Warrant Sale if a price can be agreed upon between GM and the DOE within 60 days of the delivery of the call notice. If GM and the DOE cannot agree on the sale price within 60 days of delivery of the call notice or if the JV Warrant Sale is not completed within 90 days of the delivery of the call notice, the parties will cause a JV Warrant Exchange to occur.

On the Issuance Date, as required under the OWCA, the Amended and Restated Limited Liability Company Agreement of the JV was amended and restated to, among other things, set forth the rights, preferences and privileges of the Non-Voting Units (the “Second A&R LLCA”). The Second A&R LLCA requires all capital contributions (with certain specified exceptions) to be made at fair market value, including those required by the DOE Loan.

Periodic repayments of principal and interest commence January 20, 2029. The DOE Loan has a maturity date of July 20, 2048. The Company may prepay the loan at any time, subject to certain conditions, by paying principal plus accrued interest on outstanding advances.

Seasonality

Thacker Pass could be affected by seasonal factors affecting the business including but not limited to the availability of power resources and considerations relating to wildlife sensitivity, which could be influenced by seasonal variability due to stresses on those resources. The lithium chemicals business is also subject to commercial business cycles and commodity price cycles. If the global economy stalls and commodity prices decline, a continuing period of lower prices could significantly affect the economic potential of the Company’s properties and result in it deciding to cease work on, or drop its interest in, its properties.

Government Regulations

The Company's exploration and future development activities are subject to various national, state, provincial and local laws and regulations in the U.S. and Canada, which govern prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, protection of the environment, mine safety, hazardous substances and other matters.

Mining and exploration activities at Thacker Pass are subject to various laws and regulations relating to the protection of the environment, which are discussed in Part I – Item 1A: Risk Factors in this Form 10-K. Although the Company intends to comply with all existing environmental and mining laws and regulations, no assurance can be given that the Company will be in compliance with all applicable regulations or that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner that could limit or curtail development of its properties. Amendments to current laws and regulations governing exploration and development or more stringent implementation thereof could have a material adverse effect on the Company's business and cause increases in exploration expenses or require delays or abandonment in the development of mining properties. In addition, the Company is required to expend significant resources to comply with numerous corporate governance and disclosure regulations and requirements adopted by U.S. federal and Canadian federal and provincial governments. These additional compliance costs and related diversion of the attention of management and key personnel could have a material adverse effect on the Company’s business.

For a more detailed discussion of the various government laws and regulations in the U.S. applicable to the Company’s operations and the potential negative effects of such laws and regulations, see Part I – Item 1A: Risk Factors in this Form 10-K.

Regulatory and Permitting

Thacker Pass is located on public lands administered by the U.S. Department of the Interior, Bureau of Land Management (“BLM”). Construction of Thacker Pass requires permits and approvals from various Federal, State and local government agencies. Thacker Pass is being considered in five phases, lasting 85 years.

All major federal, state and local permits and authorizations to commence Phase 1 operations have been achieved and there are no identified issues that would prevent the Company from achieving all permits and authorizations for Phase 1 and 2 of Thacker Pass, or that may affect access, title, or the right or ability to perform work on the property. In addition to the BLM-approved Plan of Operations, the Nevada Division of Environmental Protection (“NDEP”) has issued a Water Pollution Control Permit (“WPCP”) and Class II Air Quality Operating Permit (“AQOP”). Over time, state permits are expected to be amended to accommodate later-stage or modified Phase 1-2 activities, including air-quality permit updates relating to the Phase 2 plant and authorization under the WPCP to mine below the water table. Such permitting would be addressed with regulators well ahead of time to mitigate risk of mine-plan disruption.

Additional analysis would be needed to determine any potential Federal, State or local regulatory or permitting issues for Phases 3 through 5 of Thacker Pass. Future expansions are being planned as follows: Phase 2 – four years after completion of Phase 1; Phase 3 – four years after completion of Phase 2; and Phase 4 and 5 – four years after completion of Phase 3.

The Company commenced construction at Thacker Pass for Phase 1 on February 28, 2023, following receipt of a notice to proceed from the BLM.

The most recent modified mine reclamation permit (the “Reclamation Permit”) was issued by the Nevada Division of Environmental Protection-Bureau of Mining, Regulation and Reclamation (“NDEP-BMRR”) in Q4 2024. The BLM requires the placement of a financial guarantee (reclamation bond) to ensure that all disturbances from the mine and process site are reclaimed once mining activities conclude. In December 2024, the State of Nevada and BLM determined that financial assurance for full construction of Phase 1 would be $73 million, and the Project subsequently submitted a third-party reclamation bond in that amount to BLM in February 2025. Final approval was received in March 2025.

In 2025, there were no material environmental-related matters (e.g. spills, contaminations, etc.) at Thacker Pass.

Permitting History

From 2008 to 2023, the Company performed extensive exploration activities at the Thacker Pass site under existing approved agency permits. LAC has all necessary federal and state permits and approvals to conduct mineral exploration activities within active target areas of the Thacker Pass site. Thacker Pass is approved by the BLM and NDEP-BMRR to conduct mineral exploration and construction activities at Thacker Pass in accordance with BLM Permit Nos. NVN98582 and NVN98586, and State permit 0415. Reclamation obligations are administered jointly by the BLM and the State of Nevada.

In Q3 2018, the Company submitted a conceptual Mine Plan of Operations (“MPO”).

In Q3 2019, the Company submitted a proposed MPO and Reclamation Plan Permit Application, which the BLM deemed technically complete.

In Q1 2020, the BLM published a notice of intent to prepare an Environmental Impact Statement (“EIS”) in the Federal Register.

In January 2021, the BLM Record of Decision (“ROD”) authorizing the Project was issued following the BLM's National Environmental Policy Act of 1969 (“NEPA”) review process for Thacker Pass, which included the BLM’s preparation of an EIS. The approved MPO contemplates production of battery-grade lithium hydroxide, lithium carbonate and lithium metal (estimating approximately 66,000 short tons per annum of lithium carbonate equivalent). Legal appeals of the BLM decision that were brought in Federal court challenging aspects of the NEPA analysis and cultural review were dismissed by the Federal District Court. The Ninth Circuit Court of Appeals affirmed the Federal District Court’s decision.

Separately, another lawsuit was filed in U.S. District Court in February 2023 by the Reno Sparks Indian Colony, the Burns Paiute Tribe and the Summit Lake Paiute Tribe, concerning among other things, adequacy of consultation by the BLM for the issuance of the ROD. In March 2023, the U.S. District Court denied the plaintiffs’ requests for a temporary restraining order and preliminary injunction. On November 11, 2023, the Federal District Court dismissed all claims. After the plaintiffs did not seek to amend their complaint, the court issued a final order and judgment dismissing the case in December 2023 and that decision was not appealed.

In 2021, the BLM approved a reclamation cost estimate for the Thacker Pass plan of operations of $47.6 million. In February 2023, financial assurance in the amount of $13.7 million for the initial work plan was placed with the agency prior to initiating construction. The NDEP-BMRR approved the Plan of Operations and Reclamation Plan (“PoO”) with the issuance of a draft Reclamation Permit 0415. On February 25, 2022, the NDEP-BMRR then issued the final Reclamation Permit 0415. In December 2024, the State and BLM determined that financial assurance for full construction of Phase 1 would be $73 million, and the Project subsequently submitted a third-party reclamation bond in that amount to BLM in February 2025. Final approval was received in March 2025.

In February 2022, NDEP issued the final key state-level permits for Thacker Pass including the WPCP, the Reclamation Permit and the AQOP. The State approved minor modifications to the WPCP in January 2024 and September 2024, and modifications to the AQOP in June 2024 and January 2026. Additional permit modifications to reflect design updates are currently pending, and modifications to conform to any other design updates may be pursued as warranted.

In February 2023, the Company’s application with the State of Nevada Division of Water Resources for the transfer of certain water rights for Phase 1 of Thacker Pass was approved by the State Engineer. The State Engineer’s Office issued the final water rights permits on June 30, 2023 and July 3, 2023, authorizing the Company to use its water production wells. In March 2023, the State Engineer’s decision was appealed in state court by a local ranching company. On July 30, 2025, the Company finalized a settlement agreement relating to the protest involving the Project-related water rights, and related judicial appeals were subsequently dismissed. In connection with the closing of the settlement, the State Engineer confirmed that the Company’s water rights were in full force and effect. There are no current adversarial matters involving the Company or its regulatory authorizations.

On June 25, 2024, the BLM approved a modification to the PoO, which included an updated facility layout and the addition of the countercurrent decantation circuits. A modified Reclamation Permit was issued by NDEP-BMRR in Q4 2024. The BLM requires the placement of a financial guarantee (reclamation bond) to ensure that all disturbances from the mine and process site are reclaimed once mining concludes. The reclamation bond was submitted in February 2025 and approved by the BLM in March 2025.

Environmental Stewardship

The Company is committed to safely and sustainably developing Thacker Pass and limiting the Project’s adverse environmental impact. The Company’s 2024 ESG-Safety Report is available on the Company’s website at www.lithiumamericas.com.

Social Responsibility

The Company continues to work collaboratively with the Fort McDermitt Paiute and Shoshone Tribe (the “Tribe”) and communities closest to Thacker Pass to increase transparency around project developments, and to identify and address various impacts from the Project.

Community Benefits Agreement with Fort McDermitt Tribe

Building on several years of engagement, job training and relationship building, in October 2022, a Community Benefits Agreement (“CBA”) was signed with the Tribe. The CBA establishes a framework for continued collaboration and to help define long-term benefits for the Tribe.

In November 2025, the Tribe and LAC signed an amended and restated CBA (the “New CBA”), which reflects changes requested by the Tribe. The New CBA provides additional resources for training and workforce development as well as providing more flexibility to the Tribe to apply a $5 million infrastructure development contribution to be made by LAC as required by the original CBA. It improves the framework for continued collaboration and provides administrative support for various Tribal positions including the Tribal Historic Preservation Office and Tribal Employment Rights Office.

Skills Training and Job Opportunities

The Company is committed to hiring locally where possible and has been working with Great Basin College to develop and offer a workforce development training program for local communities and the Tribe.

The Company continues to work closely with Great Basin College to develop customized workforce development training specific to Thacker Pass. Curriculum for process operator was completed in December 2025 and the inaugural training session is scheduled for mid-January 2026. In addition, emergency response as well as leadership trainings are being evaluated.

Throughout 2025, the Company attended local and regional job fairs to share with attendees' job and skills training opportunities at Thacker Pass.

Community Engagement

The communities of Orovada and Kings Valley are the closest communities to Thacker Pass, located approximately 18 and 5 miles from the site, respectively. The Company has met regularly with local community members for the purpose of identifying community concerns and developing ways to address them. As construction activities began, the Company increased its community outreach through open houses, one-on-one meetings and tours of Thacker Pass site, the Workforce Hub (“WFH”) site and the Tech Center.

In 2024, the Company collaborated with the Humboldt County School District and the BLM to finalize the conceptual design and location of a new K-8 school. In August 2025, an architectural firm and the final architectural plans for the new school were officially unveiled at a groundbreaking ceremony. In December 2025, LAC contracted with the Community Foundation of Northern Nevada to manage the project moving forward. In December 2025, LAC agreed to make a $14 million contribution towards funding the construction of the new school. Detailed construction plans and specifications are anticipated in early 2026, allowing construction contractors to begin physical building by mid-2026. The school is expected to welcome its first students in time for the 2027-2028 school year, providing a modern, secure learning environment that supports both exceptional teaching and student success.

Human Capital

The Company’s vision is to be North America’s leading lithium producer to enable cleaner energy sources, and the Company’s purpose is to safely and sustainability produce lithium from Thacker Pass to enable North America to reduce dependence on foreign critical minerals and drive value for its stakeholders. The Company’s values to

Act with Integrity, Be Responsible and Act with Care, Commitment to Excellenceand Drive Innovation and Be a Collaborative Partner guide employee’s work and interactions, as well as build company culture.

Employees

As of December 31, 2025, Lithium Americas had 94 full-time employees across the Company, in the Vancouver, Reno and Winnemucca offices or remotely from their home offices.

Talent Attraction and Retention

The Company’s aim is to attract, develop and retain the most talented people with diverse backgrounds, beliefs and perspectives to enhance innovation, creativity and employee engagement. The Company is actively recruiting talent and committed to promoting from within where possible to build and develop teams that drive the long-term success of the Company’s business. There will be many new employment opportunities, as well as career advancement opportunities for existing employees as the Company continues advancing through construction toward operations and, eventually, into a producer.

The Company is committed to offering competitive wages, benefits and compensation to attract and retain skilled employees; partnering with local academic institutions, businesses and other organizations to design and offer workforce training opportunities to build a pool of local skilled candidates with diverse backgrounds; maintaining two-way communication and encourage a culture where employees’ voices are heard and respected; conducting annual and semiannual performance reviews to support employee development and providing financial assistance towards continuing education expenses for employees.

The Company is committed to hiring locally wherever possible to magnify the benefits of its operations. In 2025, 61% of new hires at the Company’s Winnemucca or Reno offices to support Thacker Pass were local to Nevada.

Project Labor Agreement

In 2023, together with its EPCM contractor, Bechtel, the Company entered into a National Construction Agreement (Project Labor Agreement) (“PLA”) with North America’s Building Trades Unions (“NABTU”) for construction of Thacker Pass Phase 1, expected to create approximately 2,000 jobs, including 1,800 skilled labor contractors. The PLA creates new jobs for NABTU members as well as substantially de-risks skilled labor availability during construction. Commencement of hiring and ramp up of construction workers will align with the construction schedule. The first craft professionals started in February 2025 and as of December 31, 2025, there were approximately 950 workers at Thacker Pass.

Additional jobs during construction and operations will be created through ancillary and support services, such as transportation, maintenance and supplies.

Workforce Hub

The WFH is a temporary full-service housing facility for construction craft professionals located in the nearby City of Winnemucca. Throughout 2025, development of the WFH continued and the first residents were received in

September 2025. Occupancy at the WFH is expected to align with hiring and ramp-up of construction workers. At December 31, 2025, there were over 500 residents at the WFH.

Target Hospitality Corp. (“Target”), one of North America's largest providers of vertically integrated modular accommodations and value-added hospitality services in the U.S. is contracted to operate the WFH. Target’s workers also reside at the WFH.

Health and Safety

Health and safety (“H&S”) excellence is one of the Company’s core principles and essential to its business. The Company takes a proactive approach to safety and seeks to prevent, limit and manage H&S risks for its employees, contractors and the communities where it operates. The Company’s goal is zero harm. In 2025, 1.69 million workhours were completed at Thacker Pass without a serious injury or lost-time incident.

H&S training is also an integral part of the Company’s safety program. LAC uses H&S training opportunities to build its safety culture by reinforcing safety philosophies, policies and procedures. The Company has implemented SafeStart, one of the world's most successful, advanced safety awareness and skills development programs. This is a behavior-based program that teaches employees safe working habits and corrects unsafe behavior. The training also reinforces team building and improves employee communication through safety awareness. In 2025, the Company completed approximately 360 hours of employee H&S training.

Refer to Part I – Item 4: Mine Safety Disclosures for more information.

Available Information

The Company’s website address iswww.lithiumamericas.com. In addition to the information about the Company in this 2025 Form 10-K, information about Lithium Americas can be found on its website including information on corporate governance principles and practices. LAC’s Investors Relations website athttps://lithiumamericas.com/investor/ contains a significant amount of information about the Company, including financial and other information for investors. The Company encourages its investors to visit its website, as the Company frequently updates and posts new information about Lithium Americas thereon, and it is possible that this information could be deemed to be material information. The Company’s website and information included in or linked to its website, including the 2024 ESG-Safety Report, are not incorporated by reference into this 2025 Form 10-K.

The U.S. Securities and Exchange Commission (“SEC”) maintains a website (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. Such information can also be found free of charge on the Company’s website (https://www.lithiumamericas.com/). Meanwhile, the Canadian Securities Administrators maintain a website (www.sedarplus.ca) that contains public disclosure documents electronically filed by the Company in connection with its Canadian reporting issuer status.

For additional information regarding the history and development of the Company, refer to Part II – Item 7: Management's Discussion and Analysis of the Company for the year ended December 31, 2025 in this Form 10-K.