HYCROFT MINING HOLDING CORP

INDEX TO FINANCIAL STATEMENTS

To the Stockholders and the Board of Directors of Hycroft Mining Holding Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Hycroft Mining Holding Corporation (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, stockholders’ equity and cash flows for the years then ended, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2025 and 2024, and the consolidated results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

/s/Baker Tilly US, LLP

Dallas, Texas

March 3, 2026

We have served as the Company’s auditor since 2022.

(in thousands, except share and per share amounts)

(in thousands, except share and per share amounts)

(in thousands)

See Note 20 – Supplemental cash flow information to the Notes to the Consolidated Financial Statements for additional details.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ (DEFICIT) EQUITY

(in thousands, except share amounts)

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.

The Company restarted pre-commercial scale open pit mining operations at the Hycroft Mine during the second quarter of 2019 and discontinued mining operations in November 2021. In February 2026, the Company, along with its third-party consultants, completed and filed the Hycroft Mine Initial Assessment and Technical Report Summary Nevada, USA (“2026 Hycroft TRS”) that included a mineral resource estimate utilizing a pressure oxidation (POX) process for transitional and sulfide mineralization and heap leaching process for oxide mineralization and some transitional mineralization. The Company is focusing on exploration drilling and data analyses, completing technical studies, conducting trade-off studies and alternative analyses for determining the optimal process flow sheet for processing sulfide ores and recovering gold and silver, and maintaining the Hycroft Mine.

2. Summary of significant accounting policies

Basis of presentation

These Consolidated Financial Statements (“Financial Statements”) of the Company 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”).

Use of estimates

The preparation of the Company’s 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 lives of long-lived assets; estimates of mineral resources; estimates of life-of-mine production timing, volumes, costs, and prices; future mining and future processing plans; environmental reclamation and closure costs and timing; deferred taxes and related valuation allowances; estimates of the fair value of liability classified warrants; and estimates of fair value for long-lived assets and financial instruments. The Company bases its estimates on historical experience and various other assumptions 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 are not 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

Cash and cash equivalents

The Company invests in AAAm rated U.S. Government Money Market Funds that are readily convertible to cash and the Company has included them in Cash and cash equivalents. As of December 31, 2025, cash consisted of the Company’s cash and money market fund balances. The Company has not experienced any losses on cash balances and believes that no significant risk of loss exists with respect to its cash.

Supplies inventories, net

Supplies are valued at the lower of average cost or net realizable value. Cost includes applicable taxes and freight. The Company monitors its supplies for turnover and obsolescence and records losses for excess and obsolete inventory, as appropriate.

Equity investment securities

The value of Equity securities is determined using the closing price on the last day of the period as quoted on the TSX Venture Exchange, which is the primary exchange for the underlying securities. The corresponding unrealized gain is included in Other income (loss), net. See Note 5 – Equity investment securities to the Notes to the Consolidated Financial Statements for additional information.

Property, plant, and equipment, net

Expenditures for new facilities and equipment, and expenditures that extend the useful lives or increase the capacity of existing facilities or equipment are capitalized and recorded at cost. Such capitalized costs are depreciated using either the straight-line method over the estimated productive lives of such assets or the units-of-production method (when actively operating). For equipment and facilities that are constructed by the Company, interest is capitalized to the cost of the underlying asset while being constructed until such asset is ready for its intended use. The Company ceased capitalizing interest effective September 30, 2021, as mining and construction activities were suspended. The Company does not intend to resume capitalizing interest until such activities recommence. When the assets are available to be placed into service, the Company begins depreciation. See Note 6 – Property, plant, and equipment and assets held-for-sale, net to the Notes to the Consolidated Financial Statements for additional information.

Impairment of long-lived assets

The Company’s long-lived assets consist of property, plant, and equipment, net. The Company reviews and evaluates its long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Events that may trigger a test for recoverability include, but are not limited to, significant adverse changes to projected revenues, costs, or future expansion plans or changes to federal and state regulations (with which the Company must comply) that may adversely impact the Company’s current or future operations. An impairment is determined to exist if the total projected future cash flows on an undiscounted basis are less than the carrying amount of a long-lived asset group. An impairment loss is measured and recorded based on the excess carrying value of the impaired long-lived asset group over fair value.

In estimating future cash flows, assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of future cash flows from other asset groups. The Company’s estimates of future cash flows and estimates of fair value are based on numerous assumptions and are subject to significant risks and uncertainties. These estimates are variables in the Company’s market-based approach to estimate the fair value for long-lived assets. See Note 6 – Property, plant, and equipment and assets held-for-sale, net to the Notes to the Consolidated Financial Statements for additional information.

During the year ended December 31, 2025, the Company determined that there were no new triggering events.

During the year ended December 31, 2024, the Company determined a triggering event had occurred as the Company had previously ceased mining and processing operations and, as such, the Company did not expect to have significant revenues or cash flows from operations during 2024. In addition, the 2023 Hycroft TRS did not include estimates of mineral reserves. As a result, the Company did not have a basis for projecting future cash flows on an undiscounted basis. The Company used a market-based approach for determining fair value based on sales transactions of comparable assets. Because the Company’s estimated fair value of long-lived assets held and used exceeded their carrying value, the Company determined no impairment of long-lived assets was necessary at December 31, 2024.

Assets held-for-sale

The Company classifies long-lived assets or disposal groups to be sold as held for sale in the period in which all of the following criteria are met: (i) management, having the authority to approve the action, commits to a plan to sell the asset or disposal group; (ii) the asset or disposal group is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets or disposal groups; (iii) an active program to locate a buyer and other actions required to complete the plan to sell the asset or disposal group have been initiated; (iv) the sale of the asset or disposal group is probable, and transfer of the asset or disposal group is expected to qualify for recognition as a completed sale within one year, except if events or circumstances beyond our control extend the period of time required to sell the asset or disposal group beyond one year; (v) the asset or disposal group is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (vi) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

The Company initially measures a long-lived asset or disposal group that is classified as held for sale at the lower of its carrying value or fair value, less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Conversely, gains are not recognized on the sale of a long-lived asset or disposal group until the date of sale. The Company assesses the fair value of a long-lived asset or disposal group less any costs to sell each reporting period it remains classified as held for sale and report any subsequent changes as an adjustment to the carrying value of the asset or disposal group, as long as the new carrying value does not exceed the carrying value of the asset at the time it was initially classified as held for sale.

Upon determining that a long-lived asset or disposal group meets the criteria to be classified as held for sale, the Company ceases depreciation and reports long-lived assets and/or the assets and liabilities of the disposal group as assets held-for-sale.

Restricted cash

The Restricted cash balance is primarily held as collateral for surety bonds that the Company uses to fulfill financial assurance obligations related to reclamation activity (see Note 9 – Asset retirement obligation to the Notes to the Consolidated Financial Statements for further detail). Additionally, 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. Restricted cash is excluded from cash and is listed separately on the Consolidated Balance Sheets. As of December 31, 2025, and December 31, 2024, the Company held $22.5 million and $27.5 million in Restricted cash, respectively. See Note 7 – Restricted cash to the Notes to the Consolidated Financial Statements for additional information.

Contract liabilities

The Company’s contract liabilities consist of deposits received toward the purchase of assets held-for-sale. The Company records the deposits as contract liabilities until: (i) risk of loss and title to the equipment is transferred to the buyer and the sale is considered complete; (ii) there are no remaining performance obligations, and substantially all of the consideration received is non-refundable; or (iii) the contract has been terminated, and the consideration received from the customer is nonrefundable.

Asset retirement obligation

The Company’s mining and exploration activities are subject to various federal and state laws and regulations governing the protection of the environment. The Company’s Asset retirement obligation (“ARO”), associated with long-lived assets are those for which there is a legal obligation to settle under existing law, statute, written or oral contract, or by legal construction. The Company’s ARO relates to the Hycroft Mine and was recognized as a liability at fair value in the period incurred. An ARO, which is initially estimated based on discounted cash flow estimates, is accreted to full value over time using the expected timing of future payments through charges to accretion expense. As the Company’s 2023 Hycroft TRS did not include mineral reserves, the Company’s policy is to expense all asset retirement costs as incurred. In addition, once the Company establishes mineral reserves, asset retirement costs will be capitalized as part of the related asset’s carrying value and depreciated on a straight-line method or units-of-production basis over the related long-lived asset’s useful life. The Company’s ARO is adjusted annually, or more frequently, if necessary, to reflect changes in the estimated present value resulting from revisions to the timing or amount of reclamation and closure costs. Estimated mine reclamation and closure costs may increase or decrease significantly in the future as a result of changes in regulations, mine plans, cost estimates, or other factors.

Deferred gain on sale of royalty

The Company’s Deferred gain on sale of royalty is carried at amortized cost with reductions calculated by dividing actual gold and silver production by the estimated total life-of-mine production from mineral reserves. Any updates to mineral reserves or the estimated life-of-mine production profile would result in prospective adjustments to the amortization calculation used to reduce the carrying value of the royalty obligation. Amortization reductions to the Deferred gain on sale of royaltyare recorded to Production costs, which is included in Cost of sales. Estimated gold and silver expected to be produced over the next 12 months are classified as a current liability. The Deferred gain on sale of royalty and its embedded features do not meet the requirements for derivative accounting.

Exploration and development costs

Costs incurred for exploration, development and other project-related expenses that do not qualify for capitalization are expensed within Exploration and development costs, which is included in Operating expenseson the Consolidated Statements of Operations. Exploration and development costs include expenditures for: (i) publishing technical studies; (ii) conducting geological studies; (iii) oversight and project management; and (iv) drilling, engineering, and metallurgical activities related to exploration and development.

Mine site costs

Mine site costs are costs related to care and maintenance activities at the Hycroft Mine, costs of activities that do not qualify for capitalization to production-related inventories, and adjustments to production inventories that are the result of recurring or significant downtime or delays, unusually high levels of repairs, inefficient operations, overuse of processing reagents, inefficient cost-volume structures, or other costs and activities, and cannot be recorded to production-related inventories based on the threshold established by the calculation of the estimated net realizable value per ounce of gold, which incorporates estimated future processing, refining, and selling costs, as well as the value for silver by-product.

Stock-based compensation

Stock-based compensation costs for non-employee directors and eligible employees are determined based on fair value at the grant date and recognized over the required service period. These costs are included in Operating expenses on the

Consolidated Statements of Operations. The fair value of awards is determined using the stock price on either the date of grant (if subject only to service conditions) or the date that the Compensation Committee of the Board of Directors establishes applicable performance targets (if subject to performance conditions). The Company records forfeitures as they occur. See Note 14 – Stock-based compensation to the Notes to the Consolidated Financial Statements for additional information.

Disposal of carbon

During the year ended December 31, 2024, the Company generated scrap carbon containing gold and silver during its normal processing operations. In accordance with the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Codification (“ASC”) 705-20, Cost of Sales or Services, proceeds from the sale of such scrap materials or byproducts are accounted for as a reduction to costs when the sale is primarily intended to manage raw material usage or offset production costs. As the Company does not currently have cost of sales due to its cessation of mining operations, these proceeds were recognized as a reduction to Mine site period costs.

Fair value measurements

ASC Topic 820, Fair Value Measurements, defines fair value and establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical unrestricted assets or liabilities. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis;

Level 2 – Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Certain financial instruments, including Cash, Restricted cash, Prepaids and deposits, and Accounts payable, accrued expenses, and other liabilitiesare carried at cost, which approximates their fair value due to the short-term nature of these instruments. See Note 19 – Fair value measurements to the Notes to the Consolidated Financial Statements for additional information.

Warrants

Equity classified warrants

Warrants that are considered indexed to the Company’s own stock, which are not required to be recorded as a liability, are measured at fair value at the date of issuance and included in Additional paid-in capitalon the Consolidated Balance Sheets and do not require subsequent remeasurement of the fair value.

Liability classified warrants

Warrants that are not considered indexed to the Company’s own stock are recorded as a liability, measured at fair value at the date of issuance and included in Accounts payable, accrued expenses, and other liabilitieson the Consolidated Balance Sheets. Liability classified warrants are remeasured for subsequent changes in fair value with the change recognized as a non-operating component of Other income (loss) on the Consolidated Statements of Operations. If liability classified warrants are exercised or otherwise become indexed to the Company’s own stock, the warrant is reclassified to Additional paid-in capitalon the Consolidated Balance Sheet with no subsequent remeasurement of the fair value.

Income taxes

The Company accounts for income taxes using the liability method, recognizing certain temporary differences between the financial reporting basis of the Company’s liabilities and assets and the related income tax basis for such liabilities and assets. This method generates either a net deferred income tax liability or asset for the Company, as measured by the statutory tax rates in effect at the anticipated time of reversal. The Company derives its deferred income tax provision or benefit by recording the change in either the net deferred income tax liability or asset balance for the year. See Note 16 – Income taxes to the Notes to the Consolidated Financial Statements for additional information.

The Company’s deferred income tax assets include certain future tax benefits. The Company records a valuation allowance against any portion of those deferred income tax assets when it believes, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred income tax asset will not be realized. Evidence evaluated includes past operating results, forecasted earnings, estimated future taxable income, and prudent and feasible tax planning strategies. The assumptions utilized in determining future taxable income require significant judgment and are consistent with the plans and estimates used to manage the underlying business.

As necessary, the Company also provides reserves against the benefits of uncertain tax positions taken on its tax filings. The necessity for and amount of a reserve is established by determining, based on the weight of available evidence, the amount of benefit that is more likely than not to be sustained upon audit for each uncertain tax position. The difference, if any, between the full benefit recorded on the tax return and the amount more likely than not to be sustained is recorded as a liability on the Company’s Consolidated Balance Sheets unless the additional tax expense that would result from the disallowance of the tax position can be offset by a net operating loss, a similar tax loss, or a tax credit carryforward. In that case, the reserve is recorded as a reduction to the deferred tax asset associated with the applicable net operating loss, similar tax loss, or tax credit carryforward.

Recently adopted accounting pronouncements

In March 2022, the FASB issued ASU No. 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities to Contractual Sale Restrictions (“ASU 2022-03”). The Company adopted ASU 2022-03 as of January 1, 2024, with no material impact on its financial statements or the related disclosures.

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 requires that an entity disclose significant segment expenses impacting profit and loss that are regularly provided to the chief operating decision maker. The update is required to be applied retrospectively to prior periods presented, based on the significant segment expense categories identified and disclosed in the period of adoption. The Company adopted ASU 2023-07 as of January 1, 2024, with no material impact on its financial statements or the related disclosures.

In December 2025, the FASB issued ASU No. 2023.-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 require annual disclosure on specific categories in the rate reconciliation and additional information on reconciling items equal or greater than 5% of the computed tax amount. The Company adopted ASU 2023-09 as of January 1, 2025, with no material impact on its financial statements or the related disclosures.

Accounting pronouncements not yet adopted

In March 2024, the FASB issued ASU No. 2024-02, Codification Improvements—Amendments to Remove References to the Concepts Statements(“ASU 2024-02”). The amendments are considered to be codification improvements only and therefore are not expected to significantly affect current accounting practice. The guidance is to clarify guidance, simplify wording or structure of guidance, and other minor improvements. The new guidance is effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the impact that adopting this update will have on its Financial Statements and related disclosures.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), and in January 2025, the FASB issued ASU No. 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date(“ASU 2025-01”). ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for annual periods beginning after December 15, 2026. The Company is currently evaluating the impact that adopting this update will have on its Financial Statements and related disclosures.

Notes to Condensed Consolidated Financial Statements

3. Prepaids and deposits

The following table provides the components of Prepaids and deposits (in thousands):

Royalty– advance payment

As of December 31, 2024, royalty-advance payments included annual advance payments for a portion of the Hycroft Mine requiring a 4% net profit royalty be paid to the previous owners of certain patented and unpatented mining claims. During the year ended December 31, 2025, the parties agreed to terminate the Crofoot Royalty and the agreement was terminated in early January 2026. See Note 22 – Commitments and contingencies to the Notes to the Consolidated Financial Statements for further detail.

Insurance– non-current

During the year ended December 31, 2025, the Company purchased a multi-year contractor pollution insurance policy that extends coverage through March 2028.

4. Supplies inventories, net

At December 31, 2025 and December 31, 2024, Supplies inventories, net was $1.4 million and $1.4 million, respectively, on an average cost basis. During both the years ended December 31, 2025 and December 31, 2024, the Company recorded a write-down of supplies inventories of $0.0 million and$0.5 million, respectively, for obsolete and slow moving supplies inventories. The Company maintains a policy of periodically assessing inventory for obsolescence and making timely adjustments as necessary.

5. Equity investment securities

The following table provides the components of Equity investment securities (in thousands):

(1)Equity investment securities, non-current are classified as such when they are restricted from sale within the next 12 months. On June 4, 2024, the Company sold certain assets for $3.6 million, consisting of $1.5 million in cash and $2.1 million in common shares of a publicly traded Canadian gold mining company (“Payment Shares”). For one year from June 4, 2024, the Company agreed not to sell, transfer, assign, or dispose of the Payment Shares without mutual written agreement from both parties. Startingone year after closing, the Company may sell up to 25% of the Payment Shares every three months, subject to certain conditions.

For the period ended December 31, 2025, the Company sold 769,887 shares of its equity securities for net proceeds of $1.1 million and a realized net loss of $0.5 million. At December 31, 2025, there were 256,631 shares remaining.

For the period ended December 31, 2024, the Company was restricted from selling any shares of its equity securities.

For the period ended December 31, 2025, the Company recorded an unrealized gain on equity securities of $1.8 million as compared to an unrealized loss of $1.6 million for the respective period in 2024.

6. Property, plant, and equipment and assets held-for-sale, net

The following table provides the components of property, plant, and equipment, net (in thousands):

Depreciation expense related to Property, plant, and equipment, netwas $2.0 million and $2.2 million for the years ended December 31, 2025 and December 31, 2024, respectively.

Construction in progress and other

The primary project included in construction in progress at December 31, 2025 and December 31, 2024, was construction of a new larger leach pad. Construction on this project commenced in 2020 and continued until February 2021 when it was temporarily suspended. As of December 31, 2025, the value of the construction costs for the new, larger leach pad were $35.0 million.

Assets held-for-sale

In September 2025, the Company entered into an Equipment Purchase Agreement to sellone Ball Mill for $4.0 million, before commissions and expenses. For the year ended December 31, 2025, the Company recorded a $2.8 million reduction to Assets held-for-salefor the Ball Mill and recognized $0.7 million as Other income (loss), net, for the gain on sale.

As of December 31, 2025, the Company still held title to and risk of loss of theone semi-autogenous mill. The Company is actively seeking buyers for its Assets held-for-sale and anticipates completing the sale within one year, subject to market conditions and the successful negotiation of terms with prospective buyers.

As of December 31, 2025 and 2024, the Company estimated the fair value of the Assets held-for-sale and determined that the fair value estimate exceeded the carrying value and as such no impairment loss was recorded.

7. Restricted cash

The following table provides the components of Restricted cash (in thousands):

As of December 31, 2025, and December 31, 2024, the Company had $22.4 million and $27.4 million, respectively, in cash collateral for surface management surety bonds, totaling $58.9 million and $58.7 million, respectively. For the year ended December 31, 2025, this total consisted of $58.3 million that secured the financial assurance requirements for the Hycroft Mine, $0.6 million 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 bonding obligations.

During the years ended December 31, 2025 and December 31, 2024, the Company earned $1.0 million and $1.1 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.

8. Accounts payable, accrued expenses, and other liabilities

The following table summarizes the components portions of Accounts payable, accrued expenses, and other liabilities(in thousands):

(1)Accrued compensation reflects amounts for performance-related compensation.

9. Asset retirement obligation

The following table summarizes changes in the Company’s Asset retirement obligation(ARO) (in thousands):

During the year ended December 31, 2025, the Company did not have any reclamation spending. During the year ended December 31, 2024, the Company recognized spending of $1.9 million related to the placement of an impervious cover on the Crofoot heap leach pad.

During the years ended December 31, 2025 and 2024, the Company recognized a decrease of $2.7 million and an increase of $5.9 million, respectively, as changes in estimates.

The change in estimate for the year ended December 31, 2025, was primarily due to:

•The change in timing of the anticipated reclamation activities related to solution management.

The change in estimate for the year ended December 31, 2024, was primarily due to:

•Increased labor, equipment, and material costs for reclamation activities based on the updated 2024 Standardized Reclamation Cost Estimator Unit Cost Data issued annually by the Nevada Department of Environmental Protection (“NDEP”).

•A changed scope of work requiring additional volumes of cover material, as well as a revised engineering design mandated by the NDEP for the placement of an impervious cover on the Crofoot heap leach pad.

•Adjustments to the project timeline, with work that commenced in 2024 and is scheduled for completion by the end of 2027.

•Increased costs due to additional equipment, longer haul distances, and other costs exceeding prior estimates.

The Company does not have mineral reserves; accordingly, all related costs are expensed until mineral reserves are established. Any underestimated or unanticipated reclamation costs or any changes in governmental reclamation requirements could require us to record or incur additional reclamation costs.

10. Deferred gain on sale of royalty

On May 29, 2020, the closing date of the Recapitalization Transaction, the Company and SPRL II entered into a royalty agreement with respect to the Hycroft Mine (the “Sprott Royalty Agreement”) in which SPRL II paid to the Company cash consideration in the amount of $30.0 million, for which the Company granted to SPRL II a perpetual royalty equal to 1.5% of the Net Smelter Returns from the Hycroft Mine, payable monthly. Net Smelter Returns for any given month are calculated as Monthly Production multiplied by the Monthly Average Gold Price and the Monthly Average Silver Price, minus Allowable Deductions, as such terms are defined in the Sprott Royalty Agreement. The Company is required to remit royalty payments to SPRL II free and clear and without any present or future deduction, withholding, charge or levy on account of taxes, except Excluded Taxes as such term is defined in the Sprott Royalty Agreement.

The Sprott Royalty Agreement is secured by a first priority lien on certain property of the Hycroft Mine, including: (i) all land and mineral claims, leases, interests, and rights; (ii) water rights, wells, and related infrastructure; and (iii) stockpiles, buildings, structures, and facilities affixed to, or situated on, the Hycroft Mine. In addition to the terms generally described above, the Sprott Royalty Agreement contains other terms and conditions commonly contained in royalty agreements of this nature.

As of December 31, 2025, the Company classified the entire deferred gain from the sale of its royalty as a non-current liability as a result of the cessation of mining operations in November 2021.

During the years ended December 31, 2025 and 2024, there was no production and accordingly there were no payments under the Sprott Royalty Agreement.

11. Debt, net

Principal payments

On October 15, 2025, the Company made payments totaling $125.5 million to fully extinguish its remaining debt, including accrued interest. The Company first prepaid the outstanding $15.0 million principal balance of its first lien debt, the Sprott Credit Agreement, along with $0.1 million in accrued interest. Subsequently, pursuant to Note Repurchase Agreements with each of the 17 then-current holders of its 10% Senior Secured Notes due 2027 (the “Subordinated Notes”), the Company repurchased $120.8 million in principal and $0.5 million in accrued paid-in-kind interest for $110.4 million, reflecting a 9% discount to face value. Additionally, the Company paid $0.1 million on its other notes payable.

In 2025, the Company recorded a net gain of $9.2 million on the extinguishment of debt, after accounting for $0.1 million in direct expenses related to the principal payment activities.

In 2024, the Company made payments totaling $38.0 million related to its first lien debt and $0.1 million related to its notes payable.

The following table provides the components of principal payments (in thousands):

Interest expense

The following table summarizes the components of recorded Interest expense(in thousands):

(1)The Subordinated Notes bore interest at 10.0% per annum (non-cash), payable in-kind on a quarterly basis. The Subordinated Notes were fully paid on October 15, 2025 and the agreement was terminated.

(2)As of December 31, 2025 and 2024, the effective interest rate for the amortization of the discount and issuance costs wasnil and 2.4%, respectively.

(3)The Sprott Credit Agreement bore interest monthly at a floating rate of SOFR plus 0.26161% adjustment plus 6.00%. As of December 31, 2025 and 2024, the effective interest rate wasnil and 18.1%, respectively.

Debt covenants

Prior to the repayment of debt on October 15, 2025, the Company’s debt agreements contained representations and warranties, events of default, restrictions and limitations, reporting requirements, and covenants that are customary for agreements of these types. The Company currently has no debt-related covenants.

12. Warrant Liabilities

5-Year Private Warrants

During the year ended December 31, 2025,34,289,898 warrants expired unexercised on May 29, 2025. These 5-year private warrants were initially issued in 2020 with an exercise price of $11.50 per warrant, and on a post 1-for-10 reverse stock split basis, 10 warrants were required to purchase 1 share of common stock. Of these expired warrants,33,619,298 warrants were reported in the Company’s equity section, and the remaining 670,600 warrants were classified as a warrant liability with the fair value reported under liabilities on the Company’s balance sheet. The expiration of the equity warrants, and the warrant liability had no material impact on the Company’s Financial Statements.

The following table summarizes the Company’s outstanding warrant liabilities (dollars in thousands):

(1)Liability classified warrants are subject to fair value remeasurement at each balance sheet date in accordance with ASC 815-40, Contracts on Entity’s Own Equity. As a result, fair value adjustments related exclusively to the Company’s liability classified warrants.

See Note 19 – Fair value measurements to the Notes to the Consolidated Financial Statements for further detail on the fair value of the Company’s liability classified warrants.

13. Stockholders’ equity

Common stock

As of December 31, 2025, there were 83,025,384 shares of common stock issued and outstanding. Each holder of common stock is entitled toone vote for each share of common stock held by such holder. The holders of common stock are entitled to the payment of dividends and other distributions as may be declared from time to time by the Board of Directors in accordance with applicable law and to receive other distributions from the Company.

Preferred stock

As of December 31, 2025, no shares of preferred stock were issued and outstanding.

Dividend policy

The Company does not currently have revenues or generate cash from operations, and therefore does not plan to declare dividends. Previously the Sprott Credit Agreement (fully repaid and extinguished on October 15, 2025) contained provisions that restricted the Company’s ability to pay dividends. For additional information, see Note 11 – Debt, netto the Notes to the Consolidated Financial Statements.

Equity offerings

On June 12, 2025, through an underwritten public offering (the “June 2025 Offering”), the Company sold 12,500,000 units of the Company at a public offering price of $3.50 per unit, and the underwriters exercised their overallotment for 937,500 warrants at the public offering price of $0.02 per warrant. On July 11, 2025, the underwriters exercised the remaining portion of their over allotment for 1,324,117 shares at the public offering price of $3.49 per share. Each unit consisted ofone share of common stock of the Company and one-half of one common stock purchase warrant (each whole warrant, a 20253-Year Warrant). Each 20253-Year Warrant is exercisable to purchaseone share of common stock of the Company at a price of $4.20 per share, exercisable for a period of 36 months, including the underwriters’ overallotment. Including the underwriters’ overallotment, the Company raised total net proceeds of $44.5 million, after deducting underwriting discounts and direct expenses of $3.8 million.

In 2025,2,363,600 of the 20253-Year Warrants were exercised at the exercise price of $4.20 per warrant, raising additional net proceeds of $9.9 million. There were 4,823,900 warrants outstanding as of December 31, 2025, which, if exercised, would result in dilution of common shares.

On September 2, 2025, the Company entered into securities purchase agreements with three accredited investors to issue and sell 14,017,056 Units for a purchase price of $4.2805 per Unit (“2025 Private Placement”), resulting in a total purchase price of $60.0 million. Each Unit consisted ofone share of common stock and one-half of one warrant to purchaseone share of common stock. Each Warrant is exercisable to purchaseone share of common stock of the Company at a price of $6.00 per share with atwo years exercise period (each whole warrant, a “20252-Year Warrant”), and are subject to mandatory exercise in the event that, during suchtwo years period, the volume weighted average price of the common stock has been at least $8.00 per share, subject to adjustment, for a period of at least 20 trading days within the 30 trading day period ending on the third business day prior to the date on which notice of the redemption is given, as further detailed in the 20252-Year Warrant.

On December 3, 2025,116,809 warrants issued as part of the 2025 Private Placement were exercised at the warrant exercise price of $6.00 per warrant for net proceeds of $0.7 million.

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 requires 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 and the balance of the Private Placement Warrants to be exercised and the associated funding was required to occur on or before January 14, 2026.

On October 9, 2025, the Company announced a proposed public underwritten offering of approximately $100.0 million (the “October 2025 Offering"). Later on October 9, 2025, the Company announced the pricing of the October 2025 Offering of 23,076,924 shares at a public offering price of $6.50 per share for approximately $150.0 million before underwriting commissions and net issuance expenses, and the Company also granted the underwriters an overallotment option for a period of 30 days to purchase up to an additional 3,295,076 shares from the Company, representing approximately 14.28% of the number of shares sold under the October 2025 Offering. After the market closed on October 9, 2025, the underwriters exercised the entire overallotment option for additional gross proceeds of $21.4 million. The October 2025 Offering closed on October 14, 2025, generating approximately $164.6 million net proceeds after underwriting discounts, commissions and net issuance expenses (including the net proceeds from the exercised overallotment option).

The Company used a portion of the proceeds from the 2025 equity offerings to repay debt. See Note 11 – Debt, netto the Notes to the Consolidated Financial Statements for additional information on the principal payments made.

At-the-market-offering

On June 2, 2023, the Company filed a prospectus supplement reactivating its at-the-market equity offering (the “ATM Program”). The Company filed a new prospectus supplement on May 15, 2024, increasing the available shares for sale to an aggregate offering price of $100.0 million (the “New ATM Program”).

On May 15, 2024, the Company filed a new $350.0 million prospectus subject to Instruction I.B.6 to Form S-3, referred to as a universal shelf registration statement, which included the New ATM Program. The universal shelf registration statement became effective on May 31, 2024, at 4:00 p.m. Eastern Daylight Time, replacing the prior universal shelf registration statement filed on June 30, 2021.

During the years ended December 31, 2025 and 2024, the Company sold 979,308 (under the New ATM Program) and 3,821,362 (including 828,815 under the New ATM Program and 2,992,547 under the ATM Program) shares of common stock, respectively, for aggregate gross proceeds, before commissions and offering expenses of $5.7 million (under the New ATM Program) and $12.6 million (including $2.2 million under the New ATM Program and $10.4 million under the ATM Program), respectively. As of December 31, 2025 and 2024, there were $92.1 million and $97.8 million gross sales price, respectively, of common stock available for issuance under the New ATM Program.

Equity Classified Warrants

During the year ended December 31, 2025, the Company’s Public Warrants (5-Year) expired unexercised on May 29, 2025. These 5-year private warrants were initially issued in 2020 with an exercise price of $11.50 per warrant, and on a post 1-for-10 reverse stock split basis, 10 warrants were required to purchase 1 share of common stock. Of these expired warrants,33,619,298 warrants were reported in the Company’s equity section. The expiration of the equity warrants had no material impact on the Company’s Financial Statements.

During the year ended December 31, 2025, the Company’s 5-Year Public Offering Warrants expired unexercised on October 6, 2025. These 5-year public warrants were initially issued in 2020 with an exercise price of $10.50 per warrant, and on a post 1-for-10 reverse stock split basis, 10 warrants were required to purchase 1 share of common stock. All 9,583,334 warrants were reported in the Company’s equity section. The expiration of the equity warrants had no material impact on the Company’s Financial Statements.

2025 3-Year Warrants

As part of the June 2025 Offering,7,187,500 warrants were issued. The proceeds from the June 2025 Offering were allocated between the common shares and warrants based on their relative fair values at the date of issuance, with $5.9 million allocated to warrants with a total of 7,187,500 warrants issued. The fair value of the warrants was estimated using a binomial option pricing model with the following assumptions: stock price of $3.40, risk free rate of 4.16%, period of 36 months, volatility of 55.00%, and exercise price of $4.20. The warrants are exercisable forone common share each and expire on June 16, 2028.

2025 2-Year Warrants

As part of the 2025 Private Placement,7,008,528 warrants were issued. The proceeds from the 2025 Private Placement were allocated between the common shares and warrants based on their relative fair values at the date of issuance, with $2.8 million allocated to warrants with a total of 7,008,528 warrants issued. The fair value of the warrants was estimated using a binomial option pricing model with the following assumptions: stock price of $5.80, risk free rate of 3.80%, period oftwo years, volatility of 55.00%, and exercise price of $6.00 and subject to required exercise when the volume weighted average stock price reaches $8.00 for 20 trading days out of a 30 trading day period. The warrants are exercisable forone common share each and expire on September 10, 2027.

5-Year Public Warrants

Prior to the Recapitalization Transaction, Mudrick Capital Acquisition Corporation issued 20,800,000 units, with each unit consisting of one-tenth share of common stock (on a post 1-for-10 reverse stock split basis) andone warrant to purchase one-tenth share of common stock (on a post 1-for-10 reverse stock split basis) at an exercise price of $11.50 per share for a period offive years from the May 29, 2020, Recapitalization Transaction (the “IPO Warrants”), and concurrently with the Recapitalization Transaction, the Company issued 3,249,999 warrants upon substantially the same terms as part of a backstop unit offering at an exercise price of $11.50 per share for a period offive years from the issuance date (the “Backstop Warrants” and collectively with the IPO Warrants, the “5-Year Public Warrants”). During the year ended December 31, 2025, the Company’s 5-Year Public Warrants expired unexercised on May 29, 2025. The expiration of the equity warrants had no material impact on the Company’s Financial Statements.

Public Offering Warrants

On October 6, 2020, the Company issued 9,583,334 units in an underwritten public offering at an offering price to of $9.00 per unit, with each unit consisting of one-tenth share of common stock (on a post 1-for-10 reverse stock split basis) andone warrant to purchase one-tenth share of common stock at an exercise price of $10.50 per share (“Public Offering Warrants”). Of the 9.6 million units issued,5.0 million units were issued to Restricted Persons, as defined under the Public Offering Warrant Agreement. After deducting underwriting discounts and commission and offering expenses, the proceeds net of discount and equity issuance costs to the Company were $83.1 million. The Public Offering Warrants are immediately exercisable and entitle the holder thereof to purchase one-tenth share of common stock (on a post 1-for-10 reverse stock split basis) at an exercise price of $10.50 for a period offive years from the closing date. The shares of common stock and the Public Offering Warrants were separated upon issuance. During the year ended December 31, 2025, the Company’s 5-Year Public Offering Warrants expired unexercised on October 6, 2025. The expiration of the equity warrants had no material impact on the Company’s Financial Statements.

Private Placement Warrants

Pursuant to the Private Placement Offering, the Company issued 46,816,480 Warrants with an exercise price of $1.068 per Warrant Share that expire five years from the date of issuance. The Warrants are deemed freestanding, equity-linked financial instructions that do not require liability classification under ASC Topic 480-10, Overall Debt because: (i) they are not mandatorily redeemable shares; (ii) they do not obligate the Company to buy back shares; and (iii) they are not settled in a variable number of shares. As a result, the Company allocated the gross proceeds of $55.9 million from the Private Placement Offering between the Warrants and common stock as of the closing date of March 15, 2022. The Company used the Black-Scholes option pricing model to determine the fair value of the Warrants upon the issuance date using the following assumptions:5 years expected term;2.1% risk-free interest rate; and 118.4% expected volatility.

The following table summarizes the equity warrant activity during the year ended December 31, 2025:

(1)Warrants issued prior to the 1-for-10 reverse stock split that was effective November 14, 2023, issuable into common stock at the rate of 10 warrants per share

(2)In addition to the equity warrants, there were 670,600 5-Year Public Warrants classified as a warrant liability with the fair value reported under liabilities on the Company’s balance sheet

The following table summarizes additional information on the Company’s outstanding warrants as of December 31, 2025:

(1) Warrants issued prior to the 1-for-10 reverse stock split that was effective November 14, 2023, issuable into common stock at the rate of 10 warrants per share

The following table summarizes additional information on the Company’s outstanding warrants as of December 31, 2024:

(1)Warrants issued prior to the 1-for-10 reverse stock split that was effective November 14, 2023, issuable into common stock at the rate of 10 warrants per share

(2)In addition to the equity warrants, there were 670,600 5-Year Public Warrants classified as a warrant liability with the fair value reported under liabilities on the Company’s balance sheet

14. Stock-based compensation

Performance and Incentive Pay Plan

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.

As of December 31, 2025, there were a total of 3,990,281 shares of common stock available for issuance, including 490,281 transferred from the 2020 PIPP Plan. As of December 31, 2024, there were 966,926 shares of common stock available for issuance under the 2020 PIPP Plan.

The following table summarizes the Company’s 2025 PIPP Plan and 2020 PIPP Plan shares available for issuance:

As of December 31, 2025, all awards granted under the 2020 PIPP Plan were in the form of restricted stock units to employees and directors of the Company. Restricted stock units granted under the 2020 PIPP Plan without performance-based vesting criteria typically vest in either equal annual installments overone tofour years, or in entirety on the fourth anniversary after the grant date. Awards granted with performance-based vesting criteria typically vest in annual installments over three years subject to the achievement of certain financial and operating results of the Company. Certain restricted stock units granted to non-employee directors vest immediately, while others vest in installments over aone-to-three year period.

The following tables summarize the Company’s unvested share awards outstanding as of December 31, 2025 and 2024, under the 2020 PIPP Plan:

In addition to the 728,974 unvested RSUs as of December 31, 2025, there were 95,611 vested and deferred RSUs. Unvested RSUs are subject to forfeiture if the employee or director leaves the Company prior to the vesting date. Vested and deferred RSUs have fully vested but are deferred based on the Company’s directors’ annual elections. Vested and deferred RSUs will be issued, or settled, following the director’s separation of service from the Company.

The fair value of RSUs is based on the closing market price of the Company’s common stock on the date of the grant. The Company recognizes compensation expense for RSUs on a straight-line basis over the grant period.

During the years ended December 31, 2025 and 2024, the Company recorded compensation expense of $1.9 million and $2.6 million, respectively, related to restricted stock awards.

As of December 31, 2025, there was $1.6 million of unrecognized compensation cost related to unvested restricted stock units, expected to be recognized over a weighted-average period of 1.5 years.

15. Other income (loss), net

The table below summarizes the components reported in Operating Expenses Other income, net (in thousands):

In September 2025, the Company entered into an Equipment Purchase Agreement to sellone Ball Mill for $4.0 million, before commissions and expenses. The Company recorded a $2.8 million reduction to equipment not-in-use and recognized $0.7 million, net of commissions as Other income (loss), net for the sale of the Ball Mill for the year ended December 31, 2025.

Additionally, the Company sold miscellaneous unused inventories for a net gain of $0.1 million during the year ended December 31, 2025.

Additionally, after the November 2025 agreement to extinguish the Crofoot Royalty agreement, the Company determined that the advanced royalty payment would not benefit future operations and wrote off $0.6 million in advanced royalty payments.

The table below summarizes the components reported in non-operating Other income (loss), net(in thousands):

16. Income taxes

For the years ended December 31, 2025 and 2024, the Company recordedno income tax benefit or expense. The annual effective tax rate wasnil for 2025 and 2024, which was driven primarily by losses for each period.

The Company is also subject to mining taxes in Nevada, which are classified as income taxes as such taxes are based on a percentage of mining profits, but did not incur any mining tax expense due to cessation of mining operations. The Company is not subject to foreign income taxes as all of the Company’s operations and properties are located within the United States.

The Company’s loss before income taxes was attributable solely to domestic activities in the United States. The components of the Company’s income tax expense (benefit) were as follows (in thousands):

For the year ended December 31, 2025, and the year ended December 31, 2024, the Company incurredno net income tax expense (benefit).

The following table provides a reconciliation of income taxes computed at the United States federal statutory tax rate of 21% in 2025 and 2024 to the income tax provision (dollars in thousands):

For the year ended December 31, 2025, the effective tax rate was a result of an increase in the valuation allowance of $8.2 million.

For the year ended December 31, 2024, the effective tax rate was a result of an increase in the valuation allowance of $13.8 million and adjustment to prior year income taxes.

The components of the Company’s deferred tax assets are as follows (in thousands):

Based on the weight of evidence available as of both December 31, 2025 and 2024, which included recent operating results, future projections, and historical inability to generate positive operating cash flow, the Company concluded that it was more likely than not that the benefit of its net deferred tax assets would not be realized and, as such, recorded full valuation allowances of $174.9 million and $166.7 million, respectively, against its net deferred tax assets.

The Company had tax loss carryovers as of December 31, 2025 and 2024, of $385.1 million and $352.6 million, respectively, for federal income tax purposes. The carryover amount as of December 31, 2025, can be carried forward indefinitely and can be used to offset taxable income and reduce income taxes payable in future periods, subject to limitations under Section 382. Section 382 of the Internal Revenue Code imposes limitations on the use of U.S. federal net operating losses and other unrealized losses upon a more than 50% change in ownership in the Company within a three-year period. In connection with multiple equity offerings during 2022 and 2025, the Company underwent the following Section 382 ownership changes (in thousands):

As a result, utilization of the Company’s above net operating losses and other unrealized losses are limited on an annual basis. If the Section 382 annual limitation amount is not fully utilized in a particular tax year, then the unused portion from that tax year increases the Section 382 annual limitation in the subsequent year and/or subsequent years.

As necessary, the Company provides a reserve against the benefits of uncertain tax positions taken in its tax filings that are more likely than not to not be sustained upon examination. Based on the weight of available evidence, the Company does not believe it has taken any uncertain tax positions that require the establishment of a reserve. The Company has not recorded any income tax reserves or related interest, or penalties related to income tax liabilities as of December 31, 2025. The Company's policy, if it were to have uncertain tax positions, is to recognize interest and/or penalties related to unrecognized tax benefits as part of its income tax expense. With limited exception, the Company is no longer subject to U.S. federal and state income tax audits by taxing authorities for tax years 2019 and prior; however, tax loss operating loss and credit carryovers from all years are subject to examinations and adjustments for at least three years following the year in which the attributes are utilized.

17. 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):

Due to the Company’s net loss during the years ended December 31, 2025 and 2024, respectively, 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):

18. 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 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 hasone operating and reportable segment. The CODM evaluates exploration and development costs and mine site costs (collectively, “Segment Expenses” utilizing the following expense groupings (in thousands).

(1)A portion of mine site general and administrative expenses are allocated to exploration for financial reporting.

The following table reconciles total Segment expenses to the amounts presented in the consolidated statements of operations:

19. Fair value measurements

Recurring fair value measurements

The following table sets forth by level within the fair value hierarchy, the Company’s liabilities measured at fair value on a recurring basis (in thousands).

(1)The value of equity securities was determined using the closing price of the publicly traded Canadian gold mining company on the last day of the period as quoted on the TSX Venture Exchange. See Note 5 – Equity investment securitiesto the Notes to the Consolidated Financial Statements for additional information.

(2) The value of certain warrants to purchase shares of the Company’s common stock that were issued to the special purpose acquisition company sponsor and/or underwriter in a private placement and/or pursuant to a forward purchase contract (collectively, the 5-Year Private Warrants) as of December 31, 2025, was nil due to the expiration of the warrants on May 29, 2025. See Note 12 – Warrant liabilitiesto the Notes to the Consolidated Financial Statements for additional information on the fair value of the Company’s liability classified warrants.

Items disclosed at fair value

Debt, net

The Company paid off all debt during the year end December 31, 2025, but had debt balances as of December 31, 2024. The Sprott Credit Agreement and the Subordinated Notes were privately held and, as such, there was no public market or trading information available for such debt instruments. As of December 31, 2025 and December 31, 2024, the fair value of the Company’s debt instruments wasnil and $108.0 million, compared to the carrying value ofnil and $125.0 million as of December 31, 2025 and December 31, 2024, respectively. The fair value of the principal of the Company’s debt instruments, including capitalized interest, was estimated using a market approach in which pricing information for publicly traded, non-convertible debt instruments with speculative ratings were analyzed to derive a mean trading multiple to apply to the December 31, 2025 and December 31, 2024, balances.

20. Supplemental cash flow information

The following table provides supplemental cash flow information (in thousands):

21. Employee benefit plans

401(k) Plan

The Hycroft Mining Corporation 401(k) Plan (the “401(k) Plan”) is a defined contribution plan that is available to all employees of the Company upon their date of hire. The 401(k) Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended, and Section 401(k) of the IRC. Administration fees of the 401(k) Plan are paid by the Company. The assets of the 401(k) Plan are held, and the related investments are executed by the 401(k) Plan’s trustee.

Participants in the 401(k) Plan exercise control and direct the investment of their contributions and account balances among various investment alternatives. The Company matches a percentage of employee deferrals to the 401(k) Plan up to certain limits. For the years ended December 31, 2025 and 2024, the Company’s matching contributions totaled $0.5 million and $0.5 million, respectively.

22. Commitments and Contingencies

The Company has been named as a defendant infour pro se actions that assert claims for breach of contract and declaratory judgment arising from or directly relating to Warrants purportedly held by the pro se plaintiffs in the Delaware Chancery Court. 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. In sum, in allfour actions, 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 in accordance with terms of the Warrant Agreement upon the occurrence of certain business transactions and events, including the Recapitalization Transaction. The actions are currently in the motion to dismiss stage.

The Company expenses legal fees and other costs associated with legal proceedings as incurred. The Company assessed, in conjunction with its legal counsel, the need to record a liability related to the Complaint and determined that a loss was not probable nor reasonably estimable. 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 year ended December 31, 2025 or 2024, respectively, with respect to litigation or loss contingencies.

Insurance

The Company has deductible-based insurance policies for certain losses related to general liability, workers’ compensation, and automobile coverage. 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.

Royalties

As of December 31, 2025 and December 31, 2024, the Company’s off-balance sheet arrangements consisted of a net profit royalty arrangement and a net smelter royalty arrangement.

Crofoot Royalty

Until January 2026, a portion of the Hycroft Mine was subject to an agreement that required payment of a 4% net profit royalty on certain patented and unpatented mining claims. The royalty was subject to a maximum of $7.6 million, with $3.3 million satisfied and $4.3 million outstanding as of 2024. In November 2025, the Company reached an agreement to terminate the Crofoot Royalty agreement for $2.5 million. As of January 2026, the net profit royalty is no longer in effect.

Sprott Royalty

Pursuant to the Royalty Agreement with SPRL II 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 under the 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 Gold Price and the Monthly Average Silver Price, minus Allowable Deductions, as such terms are defined in the Sprott Royalty Agreement. The Company is required to remit royalty payments to the payee free and clear and without any present or future deduction, withholding, charge or levy on account of taxes, except Excluded Taxes as such term is defined in the Sprott Royalty Agreement.

At both December 31, 2025 and December 31, 2024, the estimated net present value of the Sprott Royalty Agreement was $146.7 million. The net present value of the Sprott Royalty Agreement was modeled using the following level 3 inputs: (i) market consensus inputs for future gold and silver prices; (ii) a precious metals industry consensus discount rate of 5.0%; and (iii) estimates of the Hycroft Mine’s life-of-mine gold and silver production volumes and timing based on the previous 34-year life of mine plan.

23. Related Party Transactions

Prior to the Company’s Annual General Meeting on December 29, 2029, AMC Entertainment Holdings, Inc. (“AMC”) was classified as a related party because a representative from AMC served on the Company’s Board of Directors.

During the years ended December 31, 2025 and 2024, the Company paid $0.1 million and $0.1 million in director fees, respectively, for AMC’s board representative. Additionally, during both the years ended December 31, 2025 and 2024, the Company granted RSUs with a grant date fair value of $0.1 million for AMC’s board representative.

As of December 31, 2025 and 2024, through its director representative, AMC was entitled to receive 11,981 and 12,393 shares of common stock, respectively, upon the future vesting of restricted stock units.

24. Subsequent Events

In January 2026, the Company received $40.4 million from the 2025 2-Year Warrant holders for the exercise of the outstanding 6,779,910 shares of the Private Placement Warrants that were exercised, in line with the Notice of Required Exercise of Common Stock Purchase Warrant to the remaining Private Placement that was issued to the warrant holders on December 14, 2025. As of January 2026, there areno more 2025 2-Year Warrants outstanding.

On January 27, 2026, the Company’s Compensation Committee and Board of Directors approved a discretionary compensation award of $4.5 million for extraordinary performance in raising capital and restructuring the Company’s balance sheet, including repaying debt at a discount. Also on January 27, 2026, the Company’s Compensation Committee and Board of Directors approved a true up for shortfalls in prior year's targeted equity grants. The true-up was comprised of a $10.3 million cash payment and equity awards of 1,434,776 restricted stock units vesting overtwo years with an aggregate grant-date value of

$72.5 million. Because the extraordinary bonus and the equity awards were approved after December 31, 2025, no amounts were accrued in the accompanying financial statements.

On February 11, 2026, AMC exercised 10,008,240 March 2022 Private Placement Warrants (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 (at a ratio of 10 warrants per one share of common stock).The warrants were exercised on a cashless basis using the 10-day average market price, as defined in the warrant agreement, of $45.41 per share, resulting in the issuance of 765,440 shares of common stock.