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HYCROFT MINING HOLDING CORP

For the period ended Dec 31, 2025. Filed Mar 3, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 3, 2026

HYMC$18.87-11.3%Stored close · as of Nov 10, 2026

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Item 15. Exhibits and Financial Statement Schedules

(a)The following documents are filed as part of this annual report on Form 10K:

i. Financial Statements: See index to Financial Statements.

ii. Exhibits: The following documents are filed as exhibits hereto:

ExhibitNumberDescription
2.1Purchase Agreement, dated as of January 13, 2020, by and among Mudrick Capital Acquisition Corporation, MUDS Acquisition Sub, Inc. and Hycroft Mining Corporation (incorporated by reference to Exhibit 2.1. to the registrant’s Current Report on Form 8-K, filed with the SEC on January 14, 2020).
2.2Amendment to Purchase Agreement, dated as of February 26, 2020, by and among Mudrick Capital Acquisition Corporation, MUDS Acquisition Sub, Inc. and Hycroft Mining Corporation (incorporated by reference to Annex A-1 to the joint proxy statement/prospectus on Form S-4 (File No. 333-236460) of the registrant filed with the SEC on April 7, 2020).
3.1Second Amended and Restated Certificate of Incorporation of Hycroft Mining Holding Corporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K, filed with the SEC on June 4, 2020).
3.2Certificate of Amendment to Second Amended and Restated Certificate of Incorporation of Hycroft Mining Holding Corporation dated April 22, 2022 (incorporated by reference to Exhibit 3.2 to the registrant’s registration statement on Form S-8 (File No. 333-265434) filed with the SEC on June 6, 2022).
3.3Certificate of Amendment filed with the Delaware Secretary of State on November 9, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed by the Company on November 9, 2023).
3.4*Amended and Restated Bylaws of Hycroft Mining Holding Corporation
4.1Warrant Agreement, dated as of October 22, 2015, by and between Hycroft Mining Corporation, Computershare Inc. and its wholly owned subsidiary, Computershare Trust Company N.A., a federally chartered trust company, collectively as warrant agent (incorporated by reference to Exhibit 10.11 to the joint proxy statement/prospectus on Form S-4/A (File No. 333-236460) of the registrant filed with the SEC on April 7, 2020).
4.2Warrant Agreement, dated as of February 7, 2018, by and between and Mudrick Capital Acquisition Corporation and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K, filed with the SEC on February 13, 2018).
4.3Warrant Agreement, dated as of May 29, 2020, by and between Hycroft Mining Holding Corporation (f/k/a/ Mudrick Capital Acquisition Corporation) and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.3 to the registrant's Current Report on Form 8-K, filed with the SEC on June 4, 2020).
4.4Warrant Agreement dated as of October 6, 2020 by and between Hycroft Mining Holding Corporation and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed with the SEC on October 6, 2020).
4.5Warrant Agreement dated as of March 14, 2022 by and between Hycroft Mining Holding Corporation and American Multi-Cinema, Inc. (incorporated by reference to Exhibit 10.5 to the registrant’s Current Report on Form 8-K, filed with the SEC on March 15, 2022).
4.6Warrant Agreement dated as of March 14, 2022 by and between Hycroft Mining Holding Corporation and 2176423 Ontario Ltd. (incorporated by reference to Exhibit 4.6 to the registrant’s Annual Report on Form 10-K, filed with the SEC on March 31, 2022).
4.7Warrant Adjustment Certificate, dated November 9, 2020 from Hycroft Mining Holding Corporation to Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.5 to the registrant's Quarterly Report on Form 10-Q filed with the SEC on November 9, 2020).
4.8Warrant Adjustment Certificate dated January 19, 2021 from Hycroft Mining Holding Corporation to Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed with the SEC on January 20, 2021).
4.9*Description of Securities
4.10Warrant Adjustment Certificate dated August 3, 2022 from Hycroft Mining Holding Corporation to Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.3 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 4, 2022).
4.11Form of Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed by the Company on September 3, 2025).
4.12Warrant Agency Agreement dated June 13, 2025, between Hycroft Mining Holding Corporation and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed by the Company on June 13, 2025).
4.13Form of Warrant dated June 12, 2025 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report Form 8-K filed by the Company on June 13, 2025).
10.1Second Amended and Restated Credit Agreement, dated as of March 30, 2022, by and between Hycroft Mining Holding Corporation, as borrower, Autar Gold Corporation (f/k/a Muds Acquisition Sub, Inc.), Auxag Mining Corporation (f/k/a Muds Holdco Inc.), Hycroft Resources & Development, LLC and Allied VGH LLC, as guarantors, Sprott Private Resource Lending II (Collector), LP, as lender, and Sprott Resource Lending Corp. as arranger (incorporated by reference to Exhibit 10.1 to the registrant’s Annual Report on Form 10-K filed with the SEC on March 31, 2022).
10.2Amended and Restated Credit Agreement, dated as of May 29, 2020, by and between Hycroft Mining Holding Corporation, as borrower, MUDS Acquisition Sub, Inc., MUDS Holdco, Inc., Hycroft Resources & Development, LLC and Allied VGH LLC, as guarantors, Sprott Private Resource Lending II (Collector), LP, as lender, and Sprott Resource Lending Corp., as arranger (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K, filed with the SEC on June 4, 2020).
10.3Waiver, dated November 9, 2021, between Hycroft Mining Holding Corporation, Autar Gold Corporation (f/k/a Muds Acquisition Sub, Inc.), AuxAg Mining Corporation (f/k/a Muds Holdco, Inc.), Hycroft Resources & Development, LLD, Allied VGH LLC, and Sprott Private Resource Lending II (Collector), LP. (incorporated by reference to Exhibit 10.1. to the registrant’s Current Report on Form 8-K, filed with the SEC on November 10, 2021).
10.4Waiver and Amendment, dated January 6, 2022 between Hycroft Mining Holding Corporation, Autar Gold Corporation (f/k/a Muds Acquisition Sub, Inc.), AuxAg Mining Corporation (f/k/a Muds Holdco, Inc.), Hycroft Resources & Development, LLC, Allied VGH LLC and Sprott Private Resource Lending II (Collector), LP (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K, filed with the SEC on January 10, 2022).
10.5Waiver and Amendment, dated February 28, 2022 among Hycroft Mining Holding Corporation, Autar Gold Corporation (f/k/a Muds Acquisition Sub, Inc.), AuxAg Mining Corporation (f/k/a Muds Holdco, Inc.), Hycroft Resources & Development, LLC, Allied VGH LLC, Sprott Private Resource Lending II (Collector), LP and Sprott Private Resource Lending II (Co) Inc. (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K, filed with the SEC on March 1, 2022).
10.6Letter Agreement dated March 11, 2022 between Hycroft Mining Holding Corporation and Sprott Private Resource Lending II (Collector), LP (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K, filed with the SEC on March 15, 2022).
10.7Sprott Royalty Agreement, dated May 29, 2020, by and between Hycroft Mining Holding Corporation, Hycroft Resources & Development, LLC and Sprott Private Resource Lending II (Co) Inc. (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K, filed with the SEC on June 4, 2020).
10.8Amended and Restated Registration Rights Agreement, dated as of May 29, 2020, by and between Mudrick Capital Acquisition Corporation, Mudrick Capital Acquisition Holdings LLC, Cantor Fitzgerald & Co. and the restricted stockholders (incorporated by reference to Exhibit 10.5 to the registrant’s Current Report on Form 8-K, filed with the SEC on June 4, 2020).
10.9Subscription Agreement dated March 14, 2022 by and between Hycroft Mining Holding Corporation and American Multi-Cinema, Inc. (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K, filed with the SEC on March 15, 2022).
10.10Subscription Agreement dated March 14, 2022 by and between Hycroft Mining Holding Corporation and 2176423 Ontario Ltd. (incorporated by reference to Exhibit 10.4 to the registrant’s Current Report on Form 8-K, filed with the SEC on March 15, 2022).
10.11Exchange Agreement, dated as of January 13, 2020, by and among MUDS Acquisition Sub, Inc., Hycroft Mining Corporation and certain investment funds affiliated with or managed by Mudrick Capital Management, L.P., Whitebox Advisors LLC, Highbridge Capital Management, LLC, Aristeia Capital, LLC and Wolverine Asset Management, LLC, in each case, signatory thereto (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed with the SEC on January 14, 2020).
10.12Note Exchange Agreement, dated as of January 13, 2020, by and among Hycroft Mining Corporation and certain investment funds affiliated with or managed by Mudrick Capital Management, L.P., Whitebox Advisors LLC, Highbridge Capital Management, LLC, Aristeia Capital, LLC or Wolverine Asset Management, LLC, in each case, signatory thereto (incorporated by reference to Exhibit 10.7 to the joint proxy statement/prospectus on Form S-4/A (File No. 333-236460) of the registrant, filed with the SEC on April 7, 2020).
10.13Omnibus Amendment to Note Purchase Agreements and Exchange Agreement, dated as of May 28, 2020 by and among MUDS Acquisition Sub, Inc., Hycroft Mining Corporation and certain of its direct and indirect subsidiaries and certain investment funds affiliated with or managed by Mudrick Capital Management, L.P., Whitebox Advisors LLC, Highbridge Capital Management, LLC, Aristeia Capital, LLC and Wolverine Asset Management, LLC, in each case, signatory thereto (incorporated by reference to Exhibit 10.14 to the registrant’s Current Report on Form 8-K, filed with the SEC on June 4, 2020).
10.14Amendment to the 10% Senior Secured Notes and Note Exchange Agreement dated as of March 14, 2022 among Hycroft Mining Holding Corporation, certain subsidiaries of Hycroft Mining Holding Corporation and holders of the Notes, including certain funds affiliated with, or managed by, Mudrick Capital Management, L.P, Whitebox Advisors, LLC, Highbridge Capital Management, LLC, Aristeia Highbridge Capital Management, LLC and Wolverine Asset Management, LLC and Wilmington Trust, National Association, in its capacity as collateral agent (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K, filed with the SEC on March 15, 2022).
10.15†HYMC 2020 Performance and Incentive Pay Plan (incorporated by reference to Exhibit 10.7 to the registrant’s Current Report on Form 8-K, filed with the SEC on June 4, 2020).
10.16First Amendment to Subscription Agreement dated as of April 8, 2022 by and between Hycroft Mining Holding Corporation and American Multi-Cinema, Inc. (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on April 11, 2022).
10.17First Amendment to Warrant Agreement dated as of April 8, 2022 by and between Hycroft Mining Holding Corporation and American Multi-Cinema, Inc. (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on April 11, 2022).
10.18First Amendment to Warrant Agreement dated as of April 8, 2022 by and between Hycroft Mining Holding Corporation and 2176423 Ontario Limited (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed with the SEC on April 11, 2022).
10.19Letter Agreement, dated May 3, 2022 between Hycroft Mining Holding Corporation, Autar Gold Corporation (f/k/a Muds Acquisition Sub, Inc.), AuxAg Mining Corporation (f/k/a Muds Holdco, Inc.), Hycroft Resources & Development, LLC, Allied VGH LLC and Sprott Private Resource Lending II (Collector), LP (incorporated by reference to Exhibit 10.9 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 4, 2022).
10.20First Amendment to the HYMC 2020 Performance and Incentive Pay Plan (incorporated by reference to Exhibit 4.2 to the registrant’s registration statement on Form S-8 (File No. 333-265434) filed with the SEC on June 6, 2022).
10.21Letter Agreement, dated March 9, 2023, by and among Hycroft Mining Holding Corporation, Autar Gold Corporation (f/k/a Muds Acquisition Sub, Inc.), AuxAg Mining Corporation (f/k/a Muds Holdco, Inc.), Hycroft Resources & Development, LLC, Allied VGH LLC and Sprott Private Resource Lending II (Collector), LP and Sprott Private Resource Lending II (Co) Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed by the Company on March 15, 2023).
10.22Second Amendment to Second Amended and Restated Credit Agreement, dated July 1, 2023, between Hycroft Mining Holding Corporation, Autar Gold Corporation, AuxAg Mining Corporation, Hycroft Resources & Development, LLC, Allied VGH LLC and Sprott Private Resource Lending II (Collector), LP, Sprott Resource Lending Corp., and certain subsidiaries of the registrant as guarantors (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed by the Company on July 3, 2023).
10.23Employment Agreement, dated as of April 10, 2024, by and between the registrant and Diane R. Garrett (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed by the Company on April 12, 2024).
10.24Employment Agreement, dated as of April 10, 2024, by and between the registrant and Stanton K. Rideout (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed by the Company on April 12, 2024).
10.25At Market Issuance Sales Agreement, dated May 9, 2024, by and between B. Riley Securities, Inc. and Hycroft Mining Holding Corporation (incorporated by reference to Exhibit 10.39 to the Company’s Registration Statement on Form S-3 (File No. 333-279292) filed by the Company on May 10, 2024).
10.26Employment Agreement, dated as of May 9, 2024, by and between Hycroft Mining Holding Corporation and Rebecca A. Jennings (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed by the Company on May 30, 2024).
10.27†Amendment No.1 to Employment Agreement, dated March 3, 2025, by and between the Company and Rebecca A. Jennings (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed by the Company on March 4, 2025).
10.28Employment Agreement, dated as of May 23, 2024, by and between Hycroft Mining Holding Corporation and David B. Thomas. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed by the Company on May 30, 2024).
10.29†Amendment No.1 to Employment Agreement, dated March 3, 2025, by and between the Company and David B. Thomas (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed by the Company on March 4, 2025).
10.30Amended and Restated HYMC 2020 Performance and Incentive Plan (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 (File No. 333-280193) filed by the Company on June 14, 2024.
10.31Hycroft Mining Holding Corporation 2025 Performance and Incentive Pay Plan. (incorporated by reference to Exhibit 99.2 to the Company’s Registration Statement on Form S-8 (File No. 333-292803) filed by the Company on January 16, 2025.
16.1Letter from Moss Adams LLP to the Securities and Exchange Commission dates June 6, 2025 (incorporated by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K filed by the Company on June 6, 2025).
19.1*Hycroft Mining Holding Corporation Insider Trading Policy.
21.1*Subsidiaries of the registrant.
23.1*Consent of independent registered public accounting firm – Baker Tilly US, LLP.
23.2*Consent of third-party qualified person – Ausenco Engineering USA South Inc.
23.3*Consent of third-party qualified person – Independent Mining Consultants, Inc.
23.4*Consent of third-party qualified person – WestLand Engineering & Environment Services, Inc.
31.1*Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
31.2*Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
32.1**Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
95.1*Mine Safety Disclosures
96.1Initial Assessment and Technical Report Summary, with an effective date of January 21, 2026 (incorporated by reference to Exhibit 96.1 to the registrant’s Current Report on Form 8-K filed with the SEC on February 19, 2026).
97.1*Compensation Recovery Policy dated November 17, 2023.
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.† Management contract or compensatory plan or arrangement.
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