Stockholders' equity

12 Months Ended

Dec. 31, 2025

Equity [Abstract]

Stockholders' equity

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 to one 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, net to 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 of one share of common stock of the Company and one-half of one common stock purchase warrant (each whole warrant, a 2025 3-Year Warrant). Each 2025 3-Year Warrant is exercisable to purchase one 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 2025 3-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 of one share of common stock and one-half of one warrant to purchase one share of common stock. Each Warrant is exercisable to purchase one share of common stock of the Company at a price of $6.00 per share with a two years exercise period (each whole warrant, a “2025 2-Year Warrant”), and are subject to mandatory exercise in the event that, during such two 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 2025 2-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, net to 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 for one 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 of two 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 for one 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) and one 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 of five 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 of five 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) and one 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 of five 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:

	Balance at	Warrants	Warrants	Warrants	Balance at
	December 31, 2024	Issued	Expired	Exercised	December 31, 2025
5-Year Public Warrants (1) (2)	33,619,298	—	(33,619,298)	—	—
Public Offering Warrants (5-Year) (1)	9,583,334	—	(9,583,334)	—	—
Private Placement Offering Warrants (1)	46,816,480	—	—	—	46,816,480
2025 3-Year Warrants		7,187,500	—	(2,363,600)	4,823,900
2025 2-Year Warrants		7,008,528	—	(228,618)	6,779,910
Total	90,019,112	14,196,028	(43,202,632)	(2,592,218)	58,420,290

(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:

	Exercise Price		Exercise Period	Expiration Date	Warrants Outstanding
Private Placement Offering Warrants(1)	$	1.068	5 years	3/15/2027	46,816,480
2025 3-Year Warrants	$	4.200	3 years	6/13/2028	4,823,900
2025 2-Year Warrants	$	6.000	2 years	9/10/2027	6,779,910
Total Warrants Outstanding					58,420,290

(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:

	Exercise Price		Exercise Period	Expiration Date	Warrants Outstanding
5-Year Public Warrants(1) (2)	$	11.500	5 years	5/29/2025	33,619,298
Public Offering Warrants(1)	$	10.500	5 years	10/6/2025	9,583,334
Private Placement Offering Warrants(1)	$	1.068	5 years	3/15/2027	46,816,480
Total Warrants Outstanding					90,019,112

(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