Coeur Mining (CDE) expands with Las Chispas and plans New Gold acquisition
Filing Impact
Filing Sentiment
Form Type
10-K
Rhea-AI Filing Summary
Coeur Mining is a diversified precious metals producer with mines in the U.S., Mexico and Canada, focused on generating sustainable, high-quality cash flow from gold and silver. Key operations include Las Chispas in Sonora, Palmarejo in Chihuahua, Rochester in Nevada, Kensington in Alaska, Wharf in South Dakota and the Silvertip exploration project in British Columbia.
In 2025 Coeur completed a major expansion at the Rochester mine and acquired SilverCrest Metals, adding the Las Chispas underground silver-gold mine. It also agreed to acquire New Gold Inc., with New Gold shareholders to receive 0.4959 Coeur shares per New Gold share, which would add the New Afton and Rainy River mines if the deal closes in the first half of 2026.
Results remain highly sensitive to metals prices, which were very volatile in 2025; gold traded between $2,633 and $4,449 per ounce and silver between $29.41 and $74.84 per ounce. The company highlights extensive operational, political, environmental, permitting, cybersecurity, human capital and financing risks, and expects 2026 environmental compliance spending of $18.1 million to $28.1 million including New Gold assets. Coeur employed about 2,620 people as of December 31, 2025, supported by 2,093 contractors.
Positive
- None.
Negative
- None.
Insights
Large growth moves, but risk profile remains complex.
Coeur Mining is positioning for scale by integrating Las Chispas and pursuing the New Gold acquisition, which would add New Afton and Rainy River. These transactions deepen exposure to gold and silver, and introduce copper via New Gold, but also increase operational complexity across more jurisdictions.
2025 underscored commodity risk: gold ranged from
The company cites substantial regulatory, environmental, geotechnical, social and financing risks, alongside expected 2026 environmental compliance costs of
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
| (Mark One) | ||||||||
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||
| For the fiscal year ended | ||||||||
| OR | ||||||||
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||
| For the transition period from to | ||||||||
Commission File Number 1-8641
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| (Zip Code) | ||||||||
| (Address of principal executive offices) | ||||||||
Registrant’s telephone number, including area code: (312 ) 489-5800
Securities Registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes x No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☑ | Accelerated filer | ☐ | |||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | |||||||||||||||
| Emerging growth company | |||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.
$5,605,534,558
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
As of February 16, 2026, 642,097,555 shares of Common Stock, par value $0.01 per share
DOCUMENTS INCORPORATED BY REFERENCE
Certain information called for by Part III of the Form 10-K is incorporated by reference from the registrant’s definitive proxy statement for the 2026 Annual Meeting of Stockholders which will be filed pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this report.
COEUR MINING, INC.
FORM 10-K
INDEX
| PART I | ||||||||
Item 1. | Business | 4 | ||||||
Item 1A. | Risk Factors | 10 | ||||||
Item 1B. | Unresolved Staff Comments | 27 | ||||||
Item 1C. | Cybersecurity | 27 | ||||||
Item 2. | Properties | 28 | ||||||
Item 3. | Legal Proceedings | 39 | ||||||
Item 4. | Mine Safety Disclosures | 40 | ||||||
| PART II | ||||||||
Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 41 | ||||||
Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 43 | ||||||
Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 68 | ||||||
Item 8. | Financial Statements and Supplementary Data | 69 | ||||||
Item 9. | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure | 109 | ||||||
Item 9A. | Controls and Procedures | 109 | ||||||
Item 9B. | Other Information | 110 | ||||||
| PART III | ||||||||
Item 10. | Directors, Executive Officers and Corporate Governance | 111 | ||||||
Item 11. | Executive Compensation | 111 | ||||||
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 111 | ||||||
Item 13. | Certain Relationships and Related Transactions, and Director Independence | 111 | ||||||
Item 14. | Principal Accounting Fees and Services | 112 | ||||||
| PART IV | ||||||||
Item 15. | Exhibits, Financial Statement Schedules | 113 | ||||||
| Item 16. | Form 10-K Summary | 115 | ||||||
SIGNATURES | 116 | |||||||
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PART I
Item 1.Business
GENERAL
Coeur Mining, Inc. (“Coeur”, “the Company”, or “we”), founded in 1928, is a precious metals producer with assets located in the United States, Canada, and Mexico. Our common stock is listed on The New York Stock Exchange under the symbol “CDE”.
Coeur’s strategy is to be a well-diversified, growing precious metals producer with a focus on generating sustainable, high-quality cash flow and returns from a balanced, prospective asset base in mining-friendly jurisdictions along with our commitment to exploration and expansions. Our strategy is guided by our purpose statement, We Pursue a Higher Standard, and three key principles: Protect our People, Places and Planet; Develop Quality Resources, Growth and Plans; and Deliver Impactful Results Through Teamwork. We conduct our business with a proactive focus on responsible practices to positively impact the health, safety and socioeconomic status of our people and the communities in which we operate and be good stewards of the environment.
OUR BUSINESS
Operating Segments
We produce and sell precious metals from the following operating segments:
•The Las Chispas underground silver-gold mine, located in the State of Sonora in northern Mexico, which began operations in 2022 and was acquired by Coeur in early 2025.
•The Palmarejo silver-gold complex, located in the State of Chihuahua in northern Mexico, which has been in operation since 2009.
•The Rochester open pit heap leach silver-gold mine, located in northwestern Nevada, which has been in operation since 1986 and completed a significant expansion in 2024.
•The Kensington underground gold mine, located north of Juneau, Alaska, which began operations in 2010.
•The Wharf open pit heap leach gold mine, located near Lead, South Dakota, which began operations in 1982.
In addition, the Company operates the Silvertip underground silver-zinc-lead exploration project, located in northern British Columbia, Canada, which was acquired by Coeur in 2017.
On November 2, 2025, the Company entered into a definitive agreement (the “Arrangement Agreement”) whereby, a wholly-owned subsidiary of Coeur (“Canadian Sub”) would acquire all of the issued and outstanding shares of New Gold Inc. (“New Gold”) pursuant to a court-approved plan of arrangement (the “New Gold Transaction”). Under the terms of the Arrangement Agreement, New Gold shareholders were to receive 0.4959 Coeur common shares for each New Gold common share (the “Exchange Ratio”). The New Gold Transaction is anticipated to close in the first half of 2026, subject to relevant regulatory approvals and routine closing conditions. Coeur’s presence in Canada is expected to grow with the addition of two Canadian operations, the New Afton gold-copper mine and the Rainy River gold-silver mine, as a result of the acquisition.
Metals Prices and Hedging Activities
The financial results of the Company and its operating segments are substantially dependent upon the market prices of gold and silver, which fluctuate widely. The Company has in the past, and may in the future, enter into derivative contracts to protect the selling price for certain anticipated gold and silver production and to manage risks associated with foreign currencies. For additional information, see “Item 1A – Risk Factors”, “Item 7A – Quantitative and Qualitative Disclosures About Market Risk” and “Note 14 – Derivative Financial Instruments in the notes to the Consolidated Financial Statements”.
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Metal Processing, Marketing and Sales
We produce gold and silver doré, as well as gold concentrate. The doré produced at the Las Chispas mine, Palmarejo complex, and Rochester mine, as well as the electrolytic cathodic sludge produced by the Wharf mine, is refined by a geographically diverse group of third-party refiners into gold and silver bullion according to benchmark standards set by the London Bullion Market Association, which regulates the acceptable requirements for bullion traded in the London precious metals markets. We then sell gold and silver bullion to multi-national banks, bullion trading houses, and refiners across the globe. Our gold concentrate product from the Kensington mine is sold under a long-term offtake agreement and is shipped to geographically diverse third-party smelters.
We believe that the loss of any one smelter, refiner, trader or third-party customer would not materially adversely affect us due to the liquidity of the markets and current availability of alternative trading counterparties.
Commodities
We purchase materials and supplies from third parties to conduct our business, including electricity, fuel, chemical reagents, explosives, steel and concrete. Prices for these commodities are volatile and can fluctuate due to conditions that are difficult to predict, including inflation, currency fluctuations, global competition for resources, consumer or industrial demand and other factors. For most of these commodities, we have existing alternate sources of supply, or alternate sources of supply are readily available. We continuously monitor supply and cost trends for these items.
GOVERNMENT REGULATION
General
Our business is subject to extensive federal, state, local and foreign laws governing the protection of the environment, prospecting, development, production, mine closure, taxes, labor standards, occupational health, mine safety, toxic substances, protection of endangered, protected or other specified species and other matters. The costs to comply with these regulatory requirements are substantial and possible future legislation and regulations could cause additional expense, capital expenditures, restrictions and delays in the development and continued operation of our properties, the extent of which cannot be predicted. Expenditures for environmental compliance in 2026 are expected to range from $18.1 million to $28.1 million, which includes New Gold assets. We have reviewed and considered current federal legislation relating to climate change and do not believe the legislation to have a material effect on our operations. Future changes in U.S., Mexican or Canadian federal, state or provincial laws or regulations could have a material adverse effect upon us and our results of operations. For additional information regarding key regulatory risks, please see “Item 1A – Risk Factors”.
Permitting
The Rochester, Kensington and Wharf mines are subject to extensive U.S. federal and state permitting laws and regulations. Mexico, where the Palmarejo complex and Las Chispas mine are located, and Canada, where the Silvertip exploration property is located, have both adopted laws and guidelines for environmental permitting that are similar to those in effect in the United States. The permitting process in each jurisdiction requires, among other things, a thorough study to determine the baseline condition of the mining site and surrounding area, an environmental impact analysis, and proposed mitigation measures to minimize and offset the environmental impact of mining operations, in addition to consultation requirements with local indigenous groups, in certain instances. We have received all permits required to operate and carry out the current scope of activities at the Palmarejo complex, Las Chispas, Rochester, Kensington and Wharf mines, and the Silvertip exploration property. However, we are in the process of amending an operating permit at Las Chispas that is set to expire in November 2026, which is expected to support future planned activities. If we pursue an expansion at Silvertip, it will require new or amended permits.
Maintenance of Mining Claims
All of the jurisdictions where we operate impose federal, state and/or provincial requirements for maintaining mining claims (United States), mining concessions (Mexico) and mineral claims and mining leases (British Columbia), including fees, reporting, and/or evidence of work, among other requirements. Our failure to comply with any of these requirements could result in the loss of our ability to conduct mining activities in a particular location, which could have a material adverse impact on our business.
HUMAN CAPITAL MANAGEMENT
Effective human capital management at Coeur is critical to achieving our strategic goals. We aim to be an employer of choice by promoting safety first and proactively developing our people, while fostering a healthy and inclusive culture. At December 31, 2025, we had approximately 2,620 employees (1,289 in the U.S., 1,235 in Mexico and 96 in Canada) and over
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2,093 (1,602 in Mexico, 433 in the U.S. and 58 in Canada) people were working as contractors in support of Coeur’s operations.
Culture Assessment
We are focused on regular evaluation of our culture. In 2025, we invited all employees to participate in our third culture assessment by completing an anonymous survey. Employee participation in 2025 was 92%, which exceeded industry benchmarks. Feedback was reviewed by the management team and our Board of Directors (our “Board”). The management team also reviewed the results with employees at each of our operations through facilitated discussions to gain additional insight into the feedback. We developed site-specific action plans to address feedback and monitor progress in the future. The results of the assessment confirmed our belief that we have an ethical, safe, engaged, and proud workforce and also highlighted areas for improvement that are now being addressed.
Recruitment
We seek to recruit and retain employees at all levels who embody our purpose statement, We Pursue a Higher Standard, through safe and ethical conduct. Our strong culture of teamwork and our reputation as a responsible company and an engaged community member motivate new employee referrals. We have also created a series of partnership programs in local communities to provide internships, scholarships, and apprenticeships to build a pipeline of potential employees in the next generation.
Inclusion
Coeur’s continuing commitment to fostering an inclusive workforce is evidenced by programs such as Coeur Heroes, which provided over 110 career opportunities to current and former U.S. military personnel last year. We partner with a variety of industry groups to reinforce pipeline development and recruiting efforts at key universities. In order to emphasize the importance of inclusion in the workplace, we provided our hourly workforce at every operation with training on topics such as bullying and bystander intervention, as well as education on overall mental wellness to support each employee feeling respected and included at work.
Employee Development
We periodically solicit feedback on each member of our executive team through 360 assessments. We believe this feedback is important to maintaining a strong culture by effectively assessing leadership performance and development, increasing accountability, facilitating succession planning and identifying areas for improvement and change. We provide opportunities for employees to participate in IMPACT training, an intensive 18-month training program we created for front-line supervisors throughout our organization to focus on leadership development and mining as a business. Through IMPACT training, we have invested over 26,250 cumulative hours of leadership training and personal development in almost 270 employees. In 2022, after many employees had graduated from IMPACT training over the last four years, we introduced our first Advanced IMPACT training for employees at manager and director levels in the organization.
Succession Planning
We conduct robust succession planning throughout the organization annually, by employing specific talent diagnostics and skills development. High potential talent within the organization is identified, and development plans are created starting from our front-line supervisors and up to our Chief Executive Officer.
Our Board oversees the recruitment, development, and retention of our senior executives. Significant focus is placed on succession planning both for key executive roles and also deeper into the organization. In-depth discussions occur multiple times per year in meetings of the Board, Compensation and Leadership Development Committee and Nominating and Corporate Governance Committee, including in executive sessions to foster candid conversations. Directors have regular and direct exposure to senior leadership and high-potential employees during Board and committee meetings and through other informal meetings and events held during the year.
Local Hire
Investing in local communities extends beyond financial support. Since 2018, we have hired an average of 60% of our new hires from local communities. During 2025, we provided over 40 apprenticeships and internships and worked with organizations such as By the Hand Club in Chicago to educate youth in our communities about career opportunities in mining. Providing career opportunities to local community members and participating in community initiatives help create a closer connection between our operations and local stakeholders and communities.
Rewards & Wellness
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As part of our fundamental need to attract and retain talent, we regularly evaluate our compensation, benefits, and employee wellness offerings. We have determined that our average employee earns over 40% more than the average employee in their local markets according to industry benchmarking. Over 93% of U.S. employees are enrolled in our medical benefit plan, and over 90% of U.S. employees contribute to our 401(k) plan. Supplemental healthcare is provided above government requirements in both Canada and Mexico. We were a leader in the mining industry by providing domestic partner benefits in 2017 and participation has increased 250% since introduction. In 2022, we expanded paid parental and primary caregiver leave for U.S. employees.
In addition, we have engaged a third-party mental health care provider for innovative care and counseling resources. This resource leverages technology and clinical best practices to assist our employees and their families gain fast access to highly effective quality care when needed most. We also implemented a Total Worker Health program in 2023, which integrates protection from work-related safety and health hazards with promotion of injury and illness-prevention efforts to advance worker well-being both physically and mentally. In 2025, our Rochester mine opened our first medical clinic in nearby Lovelock, Nevada, which will offer healthcare services to all Coeur Rochester employees and dependents. This investment in our employees and their families underscores Coeur’s commitment to leaving a positive legacy in the communities we serve and prioritizing the health and wellbeing of our employees and their families.
RESPONSIBILITY
At Coeur, we strive for best-in-class environmental performance while meeting the needs of today and respecting the needs of future generations. As a precious metals producer, we have the unique opportunity to supply the raw materials that are essential to economic growth and priorities, including in clean energy and technology sectors. We work to protect our environment through an approach of responsible production and a focus on best practices. On an ongoing basis, we conduct site-specific environmental risk reviews and utilize a set of key performance indicators (“KPIs”) to evaluate performance results by mine. We believe that this systematic approach leads to awareness, risk mitigation and a pursuit of continuous improvement. Comprehensive environmental management plans, in conjunction with topic-specific plans, such as waste management and water resource protection, at each site provide guidance on how to implement our environmental initiatives and meet or exceed regulatory standards.
We recognize changes in stakeholder expectations related to various environmental, social and governance issues, including risks and opportunities related to water stewardship, tailings management, biodiversity, and climate change and greenhouse gas (“GHG”) emissions. To that end, We Pursue a Higher Standard through our governance and associated management systems and programs for material topics. For example, we:
•developed and are implementing a Biodiversity Management Standard;
•drive sound water stewardship, whether treating and discharging water at sites where water is abundant or efficiently using water at sites where water is scarce;
•formalized a Tailings Management Policy and committed to adopting the Global Industry Standard on Tailings Management (“GISTM”);
•developed and are implementing a Biodiversity Management Standard;
•further increased the amount of cost-effective renewable energy in our purchased electricity through formal agreements with energy providers, reducing costs and GHG emissions;
•actively managed GHG emissions and achieved our 35% net intensity reduction target by the end of 2024 compared to base-year;
•enhanced our climate disclosures in-line with recommendations set by the Task Force on Climate-related Financial Disclosures (“TCFD”); and
•informed by the knowledge and systems developed as part of our first climate scenario analysis, we continue to incorporate climate-related risks and opportunities into our enterprise risk management and long-term business planning and strategy.
AVAILABLE INFORMATION
We make available on our website (http://www.coeur.com) our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and Proxy Statements, as well as Forms 3, 4 and 5 with respect to our common stock, including any amendments to any of the foregoing, as soon as reasonably practicable after such reports are electronically filed with the U.S. Securities and Exchange Commission (“SEC”). These filings are also available at http://www.sec.gov.
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Copies of our Corporate Governance Guidelines, charters of the key committees of the Board (Audit, Compensation and Leadership Development, Executive, Nominating and Corporate Governance, and Environmental, Health, Safety, and Corporate Responsibility Committees) and our Code of Business Conduct and Ethics, applicable to the Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, among others, are also available on our website. Information contained on our website is not a part of this Report.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This Report contains numerous forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) relating to our mining business, including anticipated mineral reserve and resource estimates, exploration efforts and expenditures, development and expansion initiatives, the pending acquisition of New Gold Inc., permitting, estimated production, costs, capital expenditures, expenses, recoveries, metals prices, integration of acquisitions, sufficiency of assets, ability to discharge liabilities, liquidity management, financing needs, environmental compliance expenditures, sustainability and human capital management initiatives, risk management strategies, including hedging, capital resources and use, cash flow maximization, mine life and other strategic initiatives. Such forward-looking statements are identified by the use of words such as “believes,” “intends,” “expects,” “hopes,” “may,” “should,” “plan,” “projected,” “contemplates,” “anticipates” or similar words and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. Factors that could cause actual results to differ materially from those projected in the forward-looking statements include: (i) the risk factors set forth below under “Item 1A – Risk Factors” and in Management’s Discussion and Analysis of Financial Condition and Results of Operations under Item 7; (ii) the risk that anticipated production, cost, expenditure and expense levels at Las Chispas, Palmarejo, Rochester, Wharf and Kensington are not attained; (iii) the risks and hazards inherent in the mining business (including risks inherent in developing and expanding large-scale mining projects, environmental hazards, industrial accidents, weather or geologically-related conditions); (iv) changes in the market prices of gold and silver and a sustained lower price or higher treatment and refining charge environment; (v) the impact of geopolitical conditions, pandemics or epidemics, climate change, extreme weather events and other macro conditions, including disruptions to operations, the need for heightened health and safety protocols, inflation, and disruptions to our vendors, suppliers and the communities where we operate; (vi) the uncertainties inherent in Coeur’s production, exploration and development activities, including risks relating to permitting and regulatory delays (including the impact of government shutdowns), ground conditions, grade and recovery variability; (vii) any future labor disputes or work stoppages (involving us or our subsidiaries or third parties); (viii) the risk of adverse outcomes in litigation; (ix) the uncertainties inherent in the estimation of gold, silver, zinc and lead mineral reserves and resources; (x) impacts from Coeur’s future acquisition of new mining properties or businesses, including the pending acquisition of New Gold, Inc.; (xi) the loss of access or insolvency of any third-party refiner or smelter to whom Coeur markets its production; (xii) inflationary pressures and impacts from tariffs and other trade barriers; (xiii) continued access to financing sources; (xiv) government orders that may require temporary suspension of operations at one or more of our sites and effects on our suppliers or the refiners and smelters to whom the Company markets its production and on the communities where we operate; (xv) the effects of environmental and other governmental regulations and government shut-downs; (xvi) the risks inherent in the ownership or operation of or investment in mining properties or businesses in foreign countries; (xvii) our ability to raise additional financing necessary to conduct our business, make payments or refinance our debt; and (xviii) the risk that the pending acquisition of New Gold Inc. may not occur on the timeline expected or at all. Readers are cautioned not to put undue reliance on forward-looking statements. We disclaim any intent or obligation to update publicly these forward-looking statements, whether as a result of new information, future events or otherwise.
CAUTIONARY NOTE REGARDING DISCLOSURE OF MINERAL PROPERTIES
Mineral Reserves and Resources
We are subject to the reporting requirements of the Exchange Act and applicable Canadian securities laws, and as a result, we report our mineral reserves and mineral resources according to two different standards. U.S. reporting requirements are governed by Item 1300 of Regulation S-K (“S-K 1300”), as issued by the SEC. Canadian reporting requirements for disclosure of mineral properties are governed by National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”), as adopted from the definitions provided by the Canadian Institute of Mining, Metallurgy and Petroleum. Both sets of reporting standards have similar goals in terms of conveying an appropriate level of confidence in the disclosures being reported, but the standards embody slightly different approaches and definitions.
In our public filings in the U.S. and Canada and in certain other announcements not filed with the SEC, we disclose proven and probable reserves and measured, indicated and inferred resources, each as defined in S-K 1300. The estimation of measured resources and indicated resources involves greater uncertainty as to their existence and economic feasibility than the estimation of proven and probable reserves, and therefore, investors are cautioned not to assume that all or any part of measured or indicated resources will ever be converted into S-K 1300-compliant reserves. The estimation of inferred resources involves
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far greater uncertainty as to their existence and economic viability than the estimation of other categories of resources, and therefore it cannot be assumed that all or any part of inferred resources will ever be upgraded to a higher category. Therefore, investors are cautioned not to assume that all or any part of inferred resources exist, or that they can be mined economically.
Technical Report Summaries and Qualified Persons
The scientific and technical information concerning our mineral projects in this Form 10-K have been reviewed and approved by “qualified persons” under S-K 1300, including our Senior Vice President, Technical Services, Christopher Pascoe. For a description of the key assumptions, parameters and methods used to estimate mineral reserves and mineral resources included in this Form 10-K, as well as data verification procedures and a general discussion of the extent to which the estimates may be affected by any known environmental, permitting, legal, title, taxation, sociopolitical, marketing or other relevant factors, please review the Technical Report Summaries for each of the Company’s material properties which are included as exhibits to, and incorporated by reference into, this Report.
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Item 1A. Risk Factors
The following discussion, together with the other information set forth in this report, presents what management currently believes could be material risk factors and uncertainties that could adversely affect our business, financial condition or operating results. Other risks and uncertainties, including those not presently known to us or those that we do not believe are material currently may also affect our business and thus the following should not be considered a complete discussion of all risks and uncertainties that the Company may face.
RISKS RELATED TO OUR INDUSTRY
Our results of operations, cash flows and operating costs are highly dependent upon the market prices of gold and silver and of key input commodities used in our business, which are volatile and beyond our control.
Gold and silver are actively traded commodities, and their prices are volatile. The high and low prices for each commodity during the 12 months ended December 31, 2025 are set forth in the following table:
| Metal | High Price for 2025 | Date | Low Price for 2025 | Date | ||||||||||
| Gold (per ounce) | $4,449 | December 23, 2025 | $2,633 | January 6, 2025 | ||||||||||
| Silver (per ounce) | $74.84 | December 30, 2025 | $29.41 | January 2, 2025 | ||||||||||
Gold and silver prices are affected by many factors beyond the Company’s control, including U.S. dollar strength or weakness, speculation, global currency values, global and regional demand and production, political and economic conditions and other factors. In addition, Exchange Traded Funds (“ETFs”), which have substantially facilitated the ability of large and small investors to buy and sell precious metals, have become significant holders of gold and silver. Gold and silver prices are also affected by prevailing interest rates and returns on other asset classes, expectations of the future rate of inflation and governmental monetary decisions regarding central bank holdings.
Because we derive all of our revenues from sales of these metals, our results of operations and cash flows will fluctuate as the prices of these metals change. Additionally, with the upcoming acquisition of New Gold, our results of operations and cash flows will fluctuate as the prices of copper changes. A period of significant and sustained lower prices would materially and adversely affect our results of operations and cash flows. In response to environments of lower metal prices and/or higher treatment and refining charges, we may have to revise our operating plans, including reducing operating costs and capital expenditures, terminating or suspending mining operations at one or more of our properties and discontinuing certain exploration and development plans. These types of initiatives may not sufficiently offset reductions in revenues, and we may continue to incur losses associated with sustained lower metals prices and/or higher treatment and refining charges.
Operating costs at our mines are also affected by the price of input commodities, such as fuel, electricity, labor, chemical reagents, explosives, steel and concrete. Prices for these input commodities are volatile and can fluctuate due to conditions that are difficult to predict, including global competition for resources, inflation, currency fluctuations, consumer or industrial demand and other factors. An increase in the cost, or decrease in the availability, of input commodities, labor, or equipment, due to factors beyond the Company’s control may affect the timely conduct and cost of our operations and development projects. Continued volatility in the prices of commodities and other supplies we purchase could lead to higher costs, which would adversely affect results of operations and cash flows.
Volatility in metals prices may also impact the price of our outstanding securities.
Speculation in the market may result in short term volatility in the prices of the metals we produce and result in significant changes in the price of our securities, which may not be reflective of our operating performance or financial results. For example, the price of silver increased 11% between October 3, 2025 and October 16, 2025, and then decreased by 9% on October 29, 2025. This swing in the price of silver was seemingly attributable to a coordinated effort by market participants to drive up the price of silver and did not reflect changes in the underlying fundamentals that typically drive changes in the price of silver, including supply and demand. The price of our common stock increased by 23% and decreased by 21% during the same periods. The trading volume for shares of our common stock also increased significantly during this period. This volatility in the price of our common stock did not, in our view, reflect any significant change in our business or results of operations during the same period.
The estimation of mineral reserves and mineral resources is imprecise and depends upon subjective factors. Estimated mineral reserves and mineral resources may not be realized in actual production. Our results of operations and financial position may be adversely affected by inaccurate estimates.
The mineral reserve and mineral resource figures presented in our public filings are estimates made by our technical personnel and independent mining consultants with whom we contract. Mineral reserve and mineral resource estimates are a
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function of geological and engineering analyses that require us to make assumptions about production costs, recoveries and the market prices of gold, silver, zinc and lead. While the Company believes that its mineral reserve and mineral resource estimates are developed using well-established practices and with appropriate controls, mineral reserve and mineral resource estimation is an imprecise and subjective process. The accuracy of these estimates is a function of the quality of available data and of engineering and geological interpretation, judgment and experience. Assumptions about gold, silver, zinc and lead market prices are subject to great uncertainty as those prices fluctuate widely. Declines in the market prices of gold, silver, zinc or lead may render mineral reserves and mineral resources containing relatively lower grades of mineralization uneconomic to exploit, and we may be required to reduce mineral reserve and mineral resource estimates, discontinue development or mining at one or more of our properties or write down assets as impaired. Should we encounter mineralization or geologic formations at any of our mines or projects that are different from those predicted, we may adjust our mineral reserve and mineral resource estimates and alter our mining plans. No assurances can be given that all mineral reserves will be mined, as mineralized material that may qualify as reserves under applicable standards by virtue of being economic to mine may not generate attractive enough returns to be included in our mine plans, due to factors such as the impact of the gold stream at Palmarejo. As a result, we may elect not to mine portions of the mineralized material reported as reserves. In addition, no assurances can be given that any mineral resource estimate will ultimately be reclassified as proven or probable mineral reserves or that inferred resources will be upgraded to measured or indicated resources. Updates to our mining plans or new or updated technical or geological information may also impact anticipated metal recovery rates. Any of these adjustments may adversely affect actual operating performance, production, financial condition, results of operations and cash flows.
A significant delay or disruption in sales of concentrates or doré as a result of the unexpected disruption in services provided by smelters, refiners or other third parties could have a material adverse effect on our results of operations.
We rely on refiners and smelters to refine, process and, in some cases, purchase the gold and silver doré and concentrate produced by our mines. Access to refiners and smelters on economic terms is critical to our ability to sell our products to buyers and generate revenues. We have existing agreements with refiners and smelters, some of whom operate their refining or smelting facilities outside the United States. We believe our current contractual arrangements are sufficient so that the loss of any one refiner or smelter would not significantly or materially impact our operations or our ability to generate revenues. Nevertheless, services provided by a refiner or smelter may be disrupted by new or increased tariffs, duties or other cross-border trade barriers, shipping delays, the bankruptcy or insolvency of one or more refiners or smelters or the inability to agree on acceptable commercial or legal terms with a refiner or smelter. Such an event or events may disrupt an existing relationship with a refiner or smelter or result in the inability to create (or the necessity to terminate) a contractual relationship with a refiner or smelter, which may leave us with limited, uneconomic or no access to refining or smelting services for short or long periods of time. Epidemics, pandemics or natural disasters may also impact refiners, smelters or other third parties with whom we have contractual arrangements or have an indirect effect on our ability to obtain refining, smelting or other third-party services.
Any delay or loss of access to refiners or smelters may significantly impact our ability to generate revenues by selling doré and concentrate products. A default by a refiner or smelter on its contractual obligations to us or an insolvency event or bankruptcy filing by a refiner or smelter may result in the partial or total loss of our doré or concentrate in the possession of the refiner or smelter, and such a loss likely would not be insured by our insurance policies. We cannot ensure that alternative refiners or smelters would be available, that they would offer comparable terms, or that we would not experience delays or disruptions in sales that would materially and adversely affect results of operations.
There are significant hazards associated with mining activities, some of which may not be fully covered by insurance.
The mining business is subject to risks and hazards, including environmental hazards, industrial accidents, the encountering of unusual or unexpected geological formations, geotechnical failures, flooding, earthquakes and periodic interruptions due to inclement or hazardous weather conditions or machine failure. These occurrences could result in damage to, or destruction of, mineral properties or production facilities, personal injury or death, environmental damage, reduced production and delays in mining, asset write-downs, monetary losses and possible legal liability. For example, a fire recently occurred in the Wharf mine crushing facility, which disabled the facility and necessitated the use of temporary crushers pending repairs.
We maintain insurance policies that protect against property loss and business interruption in amounts that we believe are reasonable taking into account the nature of, and risks related to, our business and operations as well as the cost of policy premiums. Such insurance is, however, subject to certain exclusions, and potential claims could exceed policy limits. There is no guarantee that we will receive insurance proceeds with respect to a particular event or loss, such as the claims we plan to submit related to the Wharf fire incident. Insurance fully covering many environmental risks, including potential liability for pollution or other hazards as a result of disposal of waste products occurring from exploration and production, is not generally available. Any liabilities that we incur for these risks and hazards could be significant and could adversely affect results of operations, cash flows and financial condition.
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RISKS RELATED TO OUR OPERATIONS
Our future growth will depend upon our ability to expand existing mines and develop and start-up new mines, either through exploration at existing properties or by acquisition of other mining companies or properties.
Because mines have limited lives based on proven and probable mineral reserves, our ability to achieve significant additional growth in revenues and cash flows will depend upon our success in further developing and expanding existing properties and the opportunistic acquisition or development and start-up of exploration projects or new mining properties, such as the acquisition of mining concessions from a subsidiary of Fresnillo plc that are located adjacent to the existing Palmarejo site, the acquisition of SilverCrest Metals Inc. (“SilverCrest”) in February 2025, which operates the Las Chispas mine in Sonora, Mexico (the “SilverCrest Transaction”) and the expected integration of two Canadian mines, New Afton and Rainy River, as part of Coeur’s upcoming acquisition of New Gold.
While initial development of our operating mines has been substantially completed, development work continues to expand these mines while leveraging existing infrastructure. Palmarejo completed open pit mining several years ago and evolved to be an underground-only operation, developing new underground mining operations. At Rochester, we completed the POA 11 expansion in 2024, which is a significant additional expansion that includes a three-stage crushing facility, a new leach pad, and a new Merrill-Crowe processing facility and related infrastructure to support the extension of Rochester’s mine life. At Kensington, we amended our operating permit in 2022 to allow for an additional 10 years of mine life by providing for expanded tailings and waste rock storage, increased mill throughput, enhanced infrastructure and other benefits (“POA 1”). We recently completed a multi-year exploration and underground mine development program to extend Kensington’s mine life. Our ability to timely complete these and future mine expansion and mine life extension projects is dependent on numerous factors, many of which are outside of our control, including, among others, availability of funding on acceptable terms, timing of receipt of permits and approvals from regulatory authorities, obtaining materials and equipment, as well as construction, engineering and other services, at favorable prices and terms, and disputes with third-party providers of materials, equipment or services. Construction services performed by contractors create a risk of delays or additional costs resulting from, among other factors: inability to negotiate contracts with favorable pricing and terms; delays in performance of the services; failure of a contractor to comply with applicable laws and regulations; termination of a contract by a contractor before completion of the services; failure by a contractor to obtain necessary equipment or materials; mismanagement by a contractor of its workforce; and insolvency or other financial difficulty encountered by a contractor which results in a delay in services or termination of a contract with the contractor. Expected benefits from the Rochester expansion are based on estimates of a variety of key factors, including mineral reserves and resources, grade, recovery rates, the ability of processing infrastructure such as the refinery to meet higher throughput rates, and operating costs among others. However, achieving results in line with those estimates is subject to risks and uncertainties such as variability in grade, recovery rates and cost inputs and any inability of infrastructure to accommodate higher throughput. We cannot provide assurance that we will be able to successfully expand or extend the lives of existing mining operations, and a completed project may not yield the anticipated operational or financial benefits, such as expected availability, throughput, metal recovery rates, concentrate quality, unit costs, operating margin and/or cash flows, any of which may have a material negative impact on returns on invested capital, operating costs or cash flows.
In addition, we have acquired mining properties such as the Silvertip exploration property and the Las Chispas mine and expect to add the New Afton and Rainy River mines as part of the New Gold Transaction. We cannot guarantee that we will be able to successfully develop and start-up new mining properties, restart mining and processing activities at the Silvertip exploration property, integrate the operations of the New Afton and Rainy River mines following the contemplated New Gold Transaction or acquire additional mining properties on favorable economic terms or at all.
We regularly evaluate and engage in discussions or negotiations regarding acquisition opportunities. Any transactions that we contemplate or pursue would involve risks and uncertainties and would be subject to competition from other mining companies. There can be no assurance with respect to the timing, likelihood or business effect of any possible transaction.
We may be unable to successfully integrate, may not realize the expected benefits of recent or future acquisitions or may face risks associated with divestitures.
We regularly explore opportunities to selectively acquire other businesses or assets or to divest ourselves of all or part of certain assets in support of our growth plans and strategic objectives. There can be no assurance that the anticipated benefits of past acquisitions, including the SilverCrest Transaction and the anticipated New Gold Transaction, or any future acquisition, will be realized on the originally anticipated timeline or at all. The success and the ability to realize the anticipated benefits of any acquisition will depend upon our ability to effectively manage the integration, performance and operations of entities or properties we acquire. The process of managing acquired businesses or assets may involve unforeseen challenges and may require a disproportionate amount of our resources, which may divert focus and resources from other strategic opportunities and/or from operational matters during this process. As an example, the ramp up of the Silvertip exploration property, acquired in late 2017, was slower and less profitable than originally anticipated, due primarily to more significant mill availability and
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maintenance challenges than were anticipated at the time Silvertip was acquired, as well as deteriorating zinc and lead market conditions.
As a result of the SilverCrest Transaction, Coeur’s business has expanded to include the Las Chispas mine in Sonora, Mexico. The commercial viability of the Las Chispas operation is dependent on various elements, including mining and processing costs, deposit characteristics such as size, grade, and infrastructure accessibility, as well as the cyclical nature of metal prices and governmental regulations. Factors such as weather events, permit issues, infrastructure failures, and community-related concerns also pose threats to Las Chispas. While the precise impact of these factors is uncertain, their convergence may render the Las Chispas mine economically unfeasible, potentially leading to closure.
Further, with the completion of the New Gold Transaction, Coeur’s presence in Canada is expected to grow with the two Canadian operations of the New Afton gold-copper mine and Rainy River gold mine.
In addition to the above, any acquisition would be accompanied by risks, including:
•a significant change in macroeconomic conditions, including commodity prices, treatment and refining charges or stock prices after we have committed to complete the transaction and established the purchase price or exchange ratio;
•additional debt incurred or issued to fund some or all of acquisition consideration, resulting in increased interest expense and other borrowing costs;
•issuance of equity securities as acquisition consideration (which occurred in the SilverCrest Transaction and is expected to occur in the New Gold Transaction), resulting in ownership dilution of our existing stockholders;
•a material ore body may prove to be below our expectations;
•processing facilities may not operate as well as anticipated, and may require significant maintenance, downtime and capital investment, as was the case with the original mill at Silvertip;
•difficulties integrating and assimilating the operations and personnel of any acquired companies and supporting expanded operations, realizing anticipated synergies and maximizing the financial and strategic position of the combined enterprise, and maintaining uniform standards, policies and controls across the organization;
•difficulties or loss of social license to operate resulting from failure of efforts to establish positive relationships and/or agreements with local communities or local indigenous peoples; and
•the acquired business or assets may have significant liabilities, such as environmental liabilities, or significant capital expenditures that we failed to discover or have underestimated.
We cannot predict the impact of future acquisitions on the price of our common stock or ensure that we will be able to obtain necessary acquisition or development financing on acceptable terms or at all. Unprofitable acquisitions, or additional liabilities, indebtedness or issuances of securities in connection with such acquisitions or any future mine development, may negatively affect our results of operations.
In connection with dispositions, the Company may provide representations, warranties and indemnities customary for such transactions. There is a risk that the Company may incur liability in the future associated with assets it no longer owns or in which it has a reduced interest.
Significant investment risks and operational costs are associated with exploration and development activities. These risks and costs may result in lower economic returns and may adversely affect our business.
Our ability to sustain or increase current production levels depends in part on successful exploration and development of new ore bodies and expansion of existing mining operations. Substantial expenditures are required to establish mineral reserves, to extract metals from ore and, in the case of new properties, to construct mining and processing facilities.
Our plans include several significant projects to construct or upgrade mining and processing facilities at our existing mining operations or exploration properties, as well as the anticipated integration of the New Afton and Rainy River mines following the completion of the New Gold Transaction. These projects can take several months or years to complete, are complex and require significant capital expenditures, as demonstrated by the recently completed POA 11 expansion at Rochester. These projects are subject to significant risks described in this Item 1A, any of which may have a material negative impact on returns on invested capital, operating costs or cash flows.
Mineral exploration involves many risks and is frequently unproductive. Even if mineral deposits are found, those deposits may be insufficient in quantity or quality to return a profit from production, or it may take a number of years until production is possible, during which time the economic viability of the project may change. Few properties that are explored are ultimately developed into producing mines. The commercial viability of a mineral deposit, once developed, depends on a
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number of factors, including: the particular attributes of the deposit, including size, grade and proximity to infrastructure; government regulations, including taxes, royalties and land tenure; land use; importing and exporting of minerals; environmental protection; mineral prices; and issuance and maintenance of necessary permits. Factors that affect adequacy of infrastructure include reliability of roads, bridges, power sources and water supply; unusual or infrequent weather phenomena; sabotage; and government or other interference in the maintenance or provision of such infrastructure. The exact effect of these factors cannot be accurately predicted, but the combination may result in not receiving an adequate return on invested capital.
In addition, exploration projects such as Silvertip may have little or no relevant operating history upon which to base estimates of future operating costs and capital requirements. Exploration project items such as estimates of mineral resources and mineral reserves, metal recoveries and cash operating costs are to a large extent based upon the interpretation of geologic data obtained from a limited number of drill holes and other sampling techniques and feasibility studies. Estimates of operating costs are then derived based upon anticipated tonnage and grades of ore to be mined and processed, the configuration of the ore body, expected recovery rates of metals from the ore, comparable facility and equipment costs, anticipated climate conditions and other factors. As a result, actual operating costs and economic returns of any and all exploration projects may materially differ from the costs and returns estimated, and accordingly, our financial condition, results of operations and cash flows may be negatively affected.
The Company may be affected by global supply chain disruptions.
The Company may face supply chain disruptions as a result of matters outside of the Company’s control or ability to mitigate, such as natural disasters, transportation disruptions, economic instability, sanctions or tariffs, geopolitical unrest, civil or international hostilities and global pandemics, among others. Recently, the continued Russian invasion of Ukraine and the conflict in the Middle East have resulted in losses of life, displacement of people, and political and economic disruptions on a global scale. Additionally, recent economic tensions involving jurisdictions in which we operate or from which we source goods have resulted in proposed or actual implementation of tariffs and other trade barriers that could result in disruptions to supply chains or lead to increased costs to obtain necessary supplies. There may be unforeseen impacts from these events globally on commodity prices, liquidity and credit or supply chains, and the Company continues to monitor them closely.
We may be required to write down certain long-lived assets, due to metal prices, operational challenges or other factors. Such write-downs may adversely affect our results of operations and financial condition.
We review our long-lived assets for recoverability pursuant to the Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification Section 360. Under that standard, we review the recoverability of our long-lived assets, such as our mining properties, upon a triggering event. Such review involves estimating the future undiscounted cash flows expected to result from the use and eventual disposition of the asset. Impairment, measured by comparing an asset’s carrying value to its fair value, must be recognized when the carrying value of the asset exceeds these cash flows. We conduct a review of the financial performance of our mines in connection with the preparation of our financial statements for each reporting period and determine whether any triggering events are indicated.
If there are significant and sustained declines in relevant metal prices, or if we fail to control production and operating costs or realize the mineable ore reserves at our mining properties, we may terminate or suspend mining operations at one or more properties. These events could require a further write-down of the carrying value of our assets. Any such actions would adversely affect our results of operations and financial condition.
We may record other types of charges in the future if we sell a property or asset for a price less than its carrying value or have to increase reclamation liabilities in connection with the closure and reclamation of a property. Any additional write-downs of mining properties or other assets could adversely affect our results of operations and financial condition.
Coeur is an international company and is exposed to political and social risks associated with its foreign operations.
A significant portion of our revenues is generated by operations outside the United States, particularly Mexico. Exploration, development, production and closure activities in many countries are potentially subject to heightened political and social risks that are beyond our control and could result in increased costs, capacity constraints and potential disruptions to our business. These risks include the possible unilateral cancellation or forced renegotiation of contracts in which we, directly or indirectly, may have an interest, unfavorable changes in foreign laws and regulations, royalty and tax increases (including taxes associated with the import or export of goods), risks associated with the value-added tax (“VAT”) and income tax refund recovery and collection process, aggressive or punitive tax audits, policy-driven or punitive interference with or moratoriums on processing of permit applications or granting water or mineral concessions, erection of trade barriers, including tariffs and duties, claims by governmental entities or indigenous communities, changes to mining and related laws impacting current and future operations, expropriation or nationalization of property and other risks arising out of foreign sovereignty over areas in which our operations are conducted. As an example, as disclosed in Note 18 -- Commitments and Contingencies to the Consolidated Financial Statements, we are currently engaged in efforts to recover amounts unduly paid to the Mexican
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government that are owed to Coeur associated with a prior royalty agreement covering gold production at Palmarejo, including through international arbitration. While the Company believes that it remains legally entitled to be refunded the full amount of the unduly paid VAT receivable and intends to rigorously continue its recovery efforts, based on the continued failure to recover the receivable and unfavorable Mexican court decisions, the Company determined to write down the carrying value of the receivable of $26.0 million at September 2021. In addition, recent amendments to mining, water and environmental laws in Mexico, and recent government actions under the prior Mexican administration intended to slow or halt the normal processing of permits and granting of water or mineral concessions, could impose additional restrictions on our ability to obtain and maintain mining and water rights and operate in Mexico, among other potentially adverse provisions. The right to import and export gold and silver may depend on obtaining certain licenses and quotas, which could be delayed or denied at the discretion of the relevant regulatory authorities, or could become subject to new taxes, tariffs or duties imposed by U.S. or foreign jurisdictions, as well as other actions taken in potential trade disputes, which could have a material adverse effect on our business, financial condition, or future prospects. In addition, our rights under local law may be less secure in countries where judicial systems are susceptible to manipulation and intimidation by government agencies, non-governmental organizations or civic groups.
Any of these developments could require us to curtail or terminate operations at our mines, incur significant costs to renegotiate contracts, meet newly-imposed environmental or other standards, pay greater royalties or higher prices for labor or services and recognize higher taxes, address aggressive or punitive tax audit assessments including through litigation, or experience significant delays or obstacles in the recovery of VAT or income tax refunds owed, which could materially and adversely affect financial condition, results of operations and cash flows.
Our operations outside the United States also expose us to economic and operational risks.
Our operations outside the United States also expose us to economic and operational risks. Local economic conditions, as well as epidemics, pandemics or natural disasters, can cause shortages of skilled workers and supplies, increase costs and adversely affect the security of operations. In addition, higher incidences of criminal activity and violence in the area of some of our foreign operations, including drug cartel-related violence in Mexico, could adversely affect our ability to operate in an optimal fashion and may impose greater risks of extortion and theft, greater risks to our personnel and property, greater risks to the transport of materials to refineries, and greater risks to the supply of services and goods to our operations, including specialized equipment. These conditions, including security concerns in certain communities surrounding the Palmarejo complex impacting third-party deliveries of supplies to Palmarejo, could adversely impact our operations and lead to lower productivity and higher costs, which would adversely affect results of operations and cash flows.
In addition, acts of civil disobedience are not uncommon in certain areas of Mexico where our operations or projects are located. In recent years, many mining companies have been the targets of actions to restrict their legally entitled access to mining concessions or property. Such acts of civil disobedience often occur without warning and can result in significant direct and indirect costs. We cannot provide assurance that there will be no disruptions to site access in the future, which could adversely affect our business.
We sell gold doré, gold concentrate, silver doré and silver concentrate in U.S. dollars, but we conduct operations outside the United States in local currency. Currency exchange movements could also adversely affect our results of operations.
Our success depends on developing and maintaining relationships with local communities and other stakeholders.
Our ongoing and future success depends on developing and maintaining productive relationships with the communities surrounding our operations, including indigenous peoples who may have rights or may assert rights to certain of our properties, and other stakeholders in our operating locations. We believe our operations can provide valuable benefits to surrounding communities, including through direct employment, training and skills development and other benefits associated with ongoing payment of taxes. In addition, we seek to maintain our partnerships and relationships with local communities, including indigenous peoples, and stakeholders in a variety of ways, including in-kind contributions, volunteer time, sponsorships and donations. There is an increasing level of public concern relating to the perceived effect of mining activities on indigenous communities. Evolving expectations related to human rights, indigenous interests and environmental protection may result in opposition to the Company’s current or future activities. Notwithstanding our ongoing efforts, local communities and stakeholders could become dissatisfied with our activities or the level of benefits provided, which may result in legal or administrative proceedings, civil unrest, protests, direct action or campaigns against us or our operations. Any such occurrences could materially and adversely affect our financial condition, results of operations and cash flows.
In addition, the growing use of social media to generate, publish and discuss community news and issues and to connect with others has made it significantly easier, among other things, for individuals and groups to share their opinions and information about our business and activities, whether true or not. We do not have direct control over how we are perceived by others and any resulting loss of reputation could have a material adverse effect on our business, financial position and results of operations.
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Our mining assets are subject to geotechnical and hydrological risks, and a related incident could materially and adversely impact our production, profitability and financial condition, as well as the value of our common stock.
Our mining assets are subject to geotechnical and hydrological risks which could impact the structural integrity of our mines, stockpiles, leach pads and tailings storage facilities. No assurances can be given that unanticipated adverse geotechnical and hydrological conditions, such as landslides, pit wall failures or tailings dam instability will not occur in the future or that such events will be detected in advance. Geotechnical and hydrological instabilities can be difficult to predict and are often affected by risks and hazards outside of our control, such as severe weather and considerable rainfall, which may lead to periodic floods, mudslides, wall instability and seismic activity, which may result in slippage of material. The occurrence of significant leach pad failures at third-party sites in recent years may result in the introduction of additional laws and regulations, which could result in additional operational and compliance costs for our sites. Some of these risks may be heightened further by the remote location of our operations.
Waste rock in the form of tailings generated as a by-product of processed ore is produced at the Kensington and Palmarejo mines. We place tailings into engineered containments, underground as structural backfill, and as thickened tailings into a former open pit. In response to several recent tailings facility failures at third-party operations that have involved loss of life and resulted in severe property and environmental ecosystem damage, we completed a comprehensive review of our tailings facilities and operational practices to characterize our risk profile. We concluded that our tailings facilities represent a low exposure risk profile for several reasons, including that our tailings facilities were constructed using construction methods recognized in the industry as the most stable tailings facility design using high strength and chemically stable rock in construction. Our facilities are continuously monitored and inspected by internal resources as well as third-party industry qualified experts. The significant dam failure events at third-party locations that have occurred in recent years may lead to regulatory governance changes stemming from updated laws, regulation or guidance, which could result in increased operational and compliance costs if we need to make changes to existing facilities. The failure of a tailings facility at one of our mine sites could result in severe, and in some cases catastrophic, property and environmental damage and loss of life. Geotechnical or hydrological failures could result in limited or restricted access to mine sites, suspension of operations, government investigations, fines and penalties, lawsuits filed by parties who suffer injuries or property damage from such events, increased monitoring costs, remediation costs, loss of mineral reserves and resources and other impacts, which could have a material adverse effect on our results of operations and financial position as well as the value of our common stock.
Our estimates of future production, costs, expenditures and financial results are imprecise, depend upon subjective factors, may not be realized in actual production and such estimates speak only as of their respective dates.
We have in the past, and may in the future, provide estimates and projections of our future production, costs, expenditures and financial results. Any such information is forward-looking. Neither our independent registered public accounting firm nor any other independent expert or outside party compiles or examines these forward-looking statements and, accordingly, do not express any opinion or any other form of assurance on these estimates and projections. Estimates and projections are made by our management and technical personnel and are qualified by, and subject to the assumptions contained or referenced in the filing, release or presentation in which they are made, including assumptions about the availability, accessibility, sufficiency and quality of mineralization, recovery rates, our costs of production, the market prices of gold and silver, our ability to sustain and increase production levels, the ability to produce and sell marketable concentrates and dorés and related treatment and refining charges, the sufficiency of our infrastructure, the performance of our personnel and equipment, our ability to maintain and obtain mining interests and permits, the state of government and community relations, and our compliance with existing and future laws and regulations. We sometimes state possible outcomes as high and low ranges which are intended to provide a sensitivity analysis as variables are changed but are not intended to represent that actual results could not fall outside of the suggested ranges. Actual results and experience may differ materially from these assumptions. Any production, cost, expenditure or financial results estimates speak only as of the date on which they are made, and we disclaim any intent or obligation to update such estimates, whether as a result of new information, future events or otherwise. Accordingly, these forward-looking statements should be considered in the context in which they are made, and undue reliance should not be placed on them.
Our use of derivative contracts to protect against market price volatility exposes us to risk of opportunity loss, mark-to-market fair value adjustments, potential cash collateral calls and exposure to counterparty credit risk.
We have in the past, and may in the future, enter into price risk management contracts to protect against fluctuations in the price of gold and silver, foreign currency rates and changes in the prices of fuel and other input costs. These contracts could include forward sales or purchase contracts, futures contracts, purchased or sold put and call options and other derivative instruments. We entered into price risk management contracts on certain gold and silver sales in 2021, 2022, 2023 and 2024. We determined to implement these contracts to provide for a minimum level of revenue from the sales of the covered gold and silver ounces in order to mitigate the risk of not being able to fund all or a portion of the costs of several significant projects at our existing operations, such as the Rochester expansion, as well as provide greater certainty in our planning and budgeting
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process. The Company acquired existing zero cost collar hedges for 1,600 ounces of gold and 200,000 ounces of silver on February 14, 2025 as part of the SilverCrest Transaction. These hedges settled monthly through March 2025. As of December 31, 2025, no forward contracts remained outstanding. See Note 14 — Derivative Financial Instruments & Hedging Activities in the notes to the Consolidated Financial Statements.
The use of derivative instruments can expose us to risk of an opportunity loss and may also result in significant mark-to-market fair value adjustments, which may require us to post cash or other collateral or have a material adverse impact on reported financial results. Our exposure may be particularly acute for our derivative instruments accounted for as cash flow hedges because those contracts are cash net settled on a monthly basis. We are exposed to credit risk with contract counterparties, including, but not limited to, sales contracts and derivative contracts. In the event of nonperformance in connection with a contract, we could be exposed to a loss of value for that contract.
We are dependent upon information technology and operational technology, including technology that incorporates artificial intelligence (“AI”), which are subject to cybersecurity incidents, disruption, damage, failure and other risks associated with implementation and integration.
The information technology and operational technology used in our business and operations are subject to disruption, damage or failure from a variety of sources, including, without limitation, malicious AI usage or misuse of AI, computer viruses, security breaches, cyberattacks, natural disasters and defects in design. Cybersecurity incidents, in particular, are evolving and include, but are not limited to, malicious software, attempts to gain unauthorized access to data or machines and equipment, other electronic security breaches that could lead to disruptions in systems, unauthorized release of confidential or otherwise protected information, and the corruption of data or the disabling, misuse or malfunction of machines and equipment. Various measures have been implemented to manage our risks related to information technology, operational technology and network disruptions. However, given the unpredictability of the timing, nature and scope of information or operational technology disruptions, we could potentially be subject to production downtimes, operational delays, operating accidents, the compromising of confidential or otherwise protected information, destruction or corruption of data, security breaches, other manipulation or improper use of our systems, equipment and networks or financial losses from remedial actions, any of which could have a material adverse effect on cash flows, financial condition or results of operations. We may also incur large expenditures to recover data, to repair or replace networks or information or to protect against similar future events.
We could also be adversely affected by system or network disruptions if new or upgraded information technology systems are defective, not installed properly or not properly integrated into operations. Various measures have been implemented to manage the risks related to the system implementation and modification, but system modification failures could have a material adverse effect on our business, financial position and results of operations. Although the Company has not experienced any material loss to date relating to cybersecurity, there can be no assurance that the Company will not incur such loss in the future. We carry cybersecurity insurance; however, it may not be sufficient to cover losses arising from cybersecurity incidents that may occur.
There has been heightened legislative and regulatory focus on data privacy, cybersecurity and AI usage and compliance in the U.S and elsewhere. We may be required to comply with a fast-evolving set of legal requirements in this area, including substantive data privacy, cybersecurity and AI standards. This regulatory environment may present material obligations and risks to our business, including significantly expanded compliance burdens, costs and enforcement risks.
We may be expected to continue enhancing our sustainability practices to meet evolving and inconsistent standards.
Environmental sustainability factors, including water stewardship, biodiversity and climate-related initiatives such as GHG emissions targets and climate risk management, are a metric used by many institutional investors to review and assess the performance of the Company and a significant factor in their investment decisions. We believe we have established ourselves as a leader among peers in this area and continued to advance our sustainability initiatives, and have adopted specific, objective goals such as continuing to improve our industry-leading safety record, reducing the net intensity of our GHG emissions across the Company, advancing our commitment to an inclusive culture to attract and retain the workforce we need today and in the future, strengthening community relations and protecting critical habitat. However, there are no assurances that our efforts will be sufficient or meet the standards set by third-party analysts or institutional or other investors.
Our operations may be disrupted, and our financial results may be adversely affected by an outbreak of infectious disease or pandemic.
An outbreak of infectious disease, pandemic or a similar public health threat, such as the COVID-19 pandemic, and the response thereto, could adversely impact our business and operations. If a significant portion of our workforce becomes unable to work or travel to our operations due to illness or government restrictions (including travel restrictions and “shelter-in-place” and similar orders restricting certain activities that may be issued or extended by authorities), we may be forced to reduce or suspend operations at one or more of our mines, which could reduce production, limit exploration activities and development
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projects and impact liquidity and financial results. While we have implemented several initiatives to protect the health and safety of our employees, contractors and communities to date, some of which have and may result in additional costs to us, there can be no assurance that the Company will remain unaffected by potential future health crises.
Public health threats and related government restrictions, including potential closure of national borders, may disrupt the supply of raw goods, equipment, supplies and services upon which our operations rely.
Third parties with whom we conduct business, including the refiners and smelters that process and, in some cases, purchase the doré and concentrate produced by our mines, are also subject to these risks and may be required to reduce or suspend operations, which could impact our ability to conduct our operations, advance exploration, development and expansion projects, or sell our products and generate revenues.
To the extent any pandemic or other public health threat adversely affects our business and financial results, it may also have the effect of heightening many of the other risks described in this Item 1A, such as those relating to our operations and indebtedness and financing. Because of the highly uncertain and dynamic nature of events pandemics and other public health threats, it is not possible to estimate the full potential impact on our business. However, these effects could have a material impact on our business and results of operations or financial condition.
Our business depends on good relations with, and the retention and hiring of, personnel.
We may experience labor disputes, work stoppages or other disruptions in production that could adversely affect our business and results of operations. Labor disruptions may be used to advocate labor, political or social goals, particularly at non-U.S. mines. For example, labor disruptions may occur in sympathy with strikes or labor unrest in other sectors of local economies. We cannot assure that work stoppages, union organizing activities or other disruptions will not occur in the future. Any such work stoppage or disruption could expose us to significant costs and have a material adverse effect on our business, results of operations or financial condition.
We compete with other mining companies to attract and retain key executives, skilled labor, contractors and other employees. We may be unable to continue to attract and retain skilled and experienced employees and contractors, which could have an adverse effect on our competitive position or adversely impact our results of operations or financial condition.
Continuation of our mining operations is dependent on the availability of sufficient and affordable water supplies.
Our mining operations require significant quantities of water for mining, ore processing and related support facilities. In particular, our properties in Mexico and Nevada are in areas where water is scarce and competition among users for continuing access to water is significant. Continuous production and mine development is dependent on our ability to acquire and maintain water rights and claims and to defeat claims adverse to current water uses in legal proceedings. For example, in January 2024, the Mexican Supreme Court issued a ruling that invalidated certain non-material surface water rights previously utilized at Palmarejo. Although each of our operating mines currently has sufficient water rights and claims to cover its operational demands, we cannot predict the potential outcome of pending or future legal proceedings relating to enforcement of water rights, claims and uses, or potential pressure from other users of water, government agencies and officials, and/or non-governmental organizations to limit the amount of water made available to or used for mining activities, regardless of legally valid water rights.
Water shortages may also result from weather or environmental and climate impacts outside of our control. Shortages in water supply could result in interruptions to production and processing activities. In addition, the scarcity of water in certain regions could result in increased costs to obtain sufficient quantities of water to conduct our operations. The loss of some or all water rights, ongoing litigation to enforce existing water rights, ongoing shortages of water to which we have rights and/or significantly higher costs to obtain sufficient quantities of water could result in our inability to maintain production at current or expected levels, require us to curtail or shut down mining operations or could prevent us from pursuing expansion or development opportunities, which could adversely affect our results of operations and financial condition. Laws and regulations may be introduced in the jurisdictions in which we operate which could also limit access to sufficient water resources, adversely affecting our existing operations or our expansion or development plans.
We may not be able to recognize the benefits of deferred tax assets.
We have accrued deferred tax assets in various jurisdictions from past operating losses, but may not be able to utilize part or all of these assets in the future. We recognize the expected future tax benefit from these assets only if it is considered more likely than not that the tax benefit will be realized. Otherwise, a valuation allowance is applied against deferred tax assets that are not more likely than not to be utilized. Assessing the recoverability of deferred tax assets requires management to make significant estimates related to expectations of future taxable income, including application of existing tax laws in each jurisdiction, assumptions about future metals prices, the macroeconomic environment and results of our operations. To the extent that future cash flows and taxable income differ significantly from estimates, our ability to realize deferred tax assets
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could be impacted. Additionally, future changes in tax laws or changed interpretations or applications of relevant laws by government agencies – even if contrary to existing legal precedent or punitive in nature – could limit our ability to realize the future benefits represented by our deferred tax assets and annual limitations may impact the timeframe over which the net operating loss carryforwards can be used, potentially impacting cash tax liabilities in a future period.
RISKS RELATED TO INDEBTEDNESS AND FINANCING
Our future operating performance may not generate cash flows sufficient to meet debt payment obligations.
As of December 31, 2025, we had approximately $340.5 million of outstanding indebtedness. Our ability to make scheduled debt payments on outstanding indebtedness will depend on future results of operations and cash flows. Our results of operations and cash flows, in part, are subject to economic factors beyond our control, including the market prices of gold and silver, among other factors described in this Item. Although we have been successful in repaying or refinancing debt historically, there can be no assurance that we can continue to do so. We may not be able to generate enough cash flow to meet obligations and commitments under outstanding debt instruments.
If and to the extent liquidity resources are insufficient to support short- and long-term expenditures, we could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures, dispose of material assets or operations, incur additional debt or equity capital or restructure or refinance our indebtedness. We cannot predict whether we would be able to refinance debt, issue equity or debt securities or dispose of assets to raise funds on a timely basis or on satisfactory terms, which could have a material adverse impact on the Company. In a rising interest rate environment, the costs of borrowing additional funds or refinancing outstanding indebtedness would also be expected to increase. The agreements governing our outstanding indebtedness restrict our ability to dispose of certain assets and use the proceeds from those dispositions and may also restrict our ability to raise debt or equity capital to be used to repay other indebtedness when it becomes due. We may not be able to consummate those dispositions or to obtain proceeds in an amount sufficient to meet any debt service obligations then due.
The terms of our debt impose restrictions on our operations.
The agreements governing our outstanding indebtedness include a number of significant negative covenants. These covenants, among other things:
•limit our ability to obtain additional financing, repurchase outstanding equity or issue debt securities;
•require us to meet certain financial covenants including a senior secured leverage ratio, a consolidated net leverage ratio and a consolidated interest coverage ratio;
•require a portion of our cash flows to be dedicated to debt service payments instead of other purposes, which reduces the amount of cash flows available for working capital, capital expenditures, acquisitions and other general corporate purposes;
•limit our ability to sell, transfer or otherwise dispose of assets, enter into transactions with and invest capital in affiliates, enter into agreements restricting our subsidiaries’ ability to pay dividends, consolidate, amalgamate, merge or sell all or substantially all of our assets;
•increase our vulnerability to general adverse economic and industry conditions;
•limit our flexibility in planning for and reacting to changes in the industry in which we compete; and
•place us at a disadvantage compared to other, less leveraged competitors.
A breach of any of these covenants could result in an event of default under the applicable agreement governing our outstanding indebtedness that, if not cured or waived, could cause all amounts outstanding with respect to the debt to be due and payable immediately. Acceleration of any debt could result in cross-defaults under our other debt instruments. Our inability to meet any of these covenants may also result in a lender requiring us to agree to additional restrictive covenants which may, among other things, limit our ability to fund our existing operations or incur additional indebtedness. Our assets and cash flow may be insufficient to repay borrowings fully under all of our outstanding debt instruments if any of our debt instruments are accelerated upon an event of default, which could force the Company into bankruptcy or liquidation.
Any downgrade in the credit ratings assigned to us or our debt securities could increase future borrowing costs, adversely affect the availability of new financing and may result in increased collateral requirements under our existing surety bond portfolio.
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There can be no assurance that any rating currently assigned by Standard & Poor’s Rating Services or Moody’s Investors Service to us or our debt securities will remain unchanged for any given period of time or that a rating will not be lowered if, in that rating agency’s judgment, future circumstances relating to the basis of the rating so warrant. For example, rating agencies may reevaluate Coeur’s credit ratings following the consummation of the New Gold Transaction. Factors that may impact Coeur's credit ratings with the consummation of the New Gold Transaction include debt levels, planned asset purchases or sales and near-term and long-term production growth, opportunities, liquidity, asset quality, cost structure, product mix and commodity pricing levels. Likewise, if we are unable to maintain our outstanding debt and financial ratios at levels acceptable to the credit rating agencies, or should our business prospects or financial results deteriorate, including as a result of declines in gold or silver prices or other factors beyond our control, our ratings could be downgraded by the rating agencies. A downgrade by the rating agencies could adversely affect the value of our outstanding debt securities, our existing debt, and our ability to obtain new financing on favorable terms, if at all, may increase borrowing costs, and may result in increased collateral requirements under our existing surety bond portfolio, which in turn may adversely affect our results of operations and financial position.
RISKS RELATED TO APPLICABLE LAWS AND REGULATIONS
We are subject to significant governmental regulations, including the U.S. Mine Safety and Health Act, the Health, Safety and Reclamation Code for Mines under the British Columbia Mines Act and Relevant Sections of the Mexican Official Regulations, and related costs and delays associated with compliance may negatively affect our business.
Mining activities are subject to extensive federal, state, local and foreign laws and regulations governing environmental protection, natural resources, prospecting, development, production, post-closure reclamation, taxes, labor standards and occupational health and safety, including mine safety, toxic substances and other matters. The costs associated with compliance with such laws and regulations are substantial. Changes in existing laws, possible future laws and regulations, or more restrictive interpretations of current laws and regulations by governmental authorities, could cause additional expense, capital expenditures, restrictions on or suspensions of operations and delays in the development of new properties.
U.S. surface and underground mines like the Kensington, Rochester and Wharf mines are regularly inspected by the U.S. Mine Safety and Health Administration (“MSHA”). These inspections may lead to written citations or violation notices, which are reported in Exhibit 95.1 to this Report. Recently, MSHA has been conducting more comprehensive inspections of mining operations in general, focusing on miner health and critical safety hazards. Similar inspections are conducted at the Silvertip exploration property in British Columbia, Canada by the British Columbia Ministry of Mining and Critical Minerals, in Mexico at the Palmarejo complex and Las Chispas mine by the Mexican Secretaria del Trabajo y Prevision Social (Secretary of Labor and Social Safety).
Recent amendments to mining, water and environmental laws in Mexico, and the subsequent corresponding regulations thereto, could impose additional restrictions on our ability to obtain and maintain mining and water rights and operate in Mexico, among other potentially adverse provisions. Legal actions challenging the validity and implementation of these recent amendments have been filed by various groups and the proceedings remain ongoing.
Failure to comply with applicable laws, regulations and permitting requirements may result in temporary or extended shutdowns, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, which may require corrective measures, including the payment of fines or penalties, capital expenditures, installation of additional equipment or remedial actions, any of which could have a material, adverse effect on our business and results of operations.
Compliance with environmental regulations and litigation based on environmental regulations could require significant expenditures.
Environmental regulations mandate, among other things, the maintenance of air and water quality standards, land development and land reclamation, and set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Environmental legislation and environmental justice provisions are evolving in a manner that may require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects, and a heightened degree of responsibility for mining companies and their officers, directors and employees. We may incur environmental costs that could have a material adverse effect on financial condition and results of operations. Any failure to remedy an environmental problem could require us to suspend operations or enter into interim compliance measures pending completion of the required remedy. The environmental standards that ultimately may be imposed at a mine site affect the cost of remediation and could exceed the financial accruals that we have made for such remediation. The potential exposure may be significant and could have a material adverse effect on our financial condition and results of operations.
Moreover, governmental authorities and private parties may bring lawsuits based upon damage to property and injury to persons resulting from the environmental, health and safety impacts of prior and current operations, including operations
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conducted by other mining companies many years ago on properties that we currently or previously owned. These lawsuits could lead to the imposition of substantial fines, remediation costs, penalties and other civil and criminal sanctions. Substantial costs and liabilities, including for restoring the environment after the closure of mines, are inherent in our operations. We cannot assure that any such law, regulation, enforcement or private claim would not have a material adverse effect on our financial condition, results of operations or cash flows.
Some of the mining waste from our U.S. mines currently are exempt to a limited extent from the extensive set of EPA regulations governing hazardous waste under the Resource Conservation and Recovery Act (“RCRA”). If the EPA were to repeal this exemption and designate these mining wastes as hazardous under RCRA, we would be required to make significant expenditures to manage the waste and to construct hazardous waste storage or disposal facilities. Under the Mercury Export Ban Act of 2008 (“MEBA”), incidental elemental mercury generated at our Rochester mine as part of the processing of ore may not be exported outside of the United States and is required to be stored in a facility designated by the U.S. Department of Energy (“DOE”) for long-term mercury management. The DOE is undergoing processes to designate such a facility and to establish storage and handling fees, which is not yet final. The outcome could result in material cost being incurred to ship and store mercury from our Rochester operation. In addition, if any of these wastes causes contamination in or damage to the environment at a U.S. mining facility, that facility could be designated as a “Superfund” site under the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”). Under CERCLA, any present owner or operator of a Superfund site or the owner or operator at the time of contamination may be held jointly and severally liable regardless of fault and may be forced to undertake extensive remedial cleanup action or to pay for the cleanup efforts. The owner or operator also may be liable to federal, state and tribal/indigenous governmental entities for the cost of damages to natural resources, which could be substantial. Additional regulations or requirements also are imposed on our tailings and waste disposal areas in Alaska under the federal Clean Water Act (“CWA”), in Nevada under the Nevada Water Pollution Control Law which implements the CWA, in South Dakota under the South Dakota Water Pollution Control Act and the Administrative Rules of the State of South Dakota, in British Columbia (Canada) under the Health, Safety and Reclamation Code for Mines in British Columbia, the British Columbia Environmental Management Act and the Canadian Metal and Diamond Mining Effluent Regulations, and in Mexico under the General Law of Ecological Balance and Protection of the Environment (the “GLEBPE”) and the regulations under the GLEBPE related to environmental protection in impact assessment matters.
Airborne emissions are subject to controls under air pollution statutes implementing the Clean Air Act in the U.S. and are regulated under the Environmental Management Act in British Columbia (Canada) and the GLEBPE and the regulations under GLEBPE related to prevention and control of the pollution of the atmosphere in Mexico. In addition, there are numerous legislative and regulatory initiatives related to climate change, reductions in GHG emissions, or energy policy and adoption of these initiatives through legislative actions or administrative policy could have a material adverse effect on results of operations and cash flows. However, we are unable to predict the scope, nature and timing of any new or increased environmental laws and regulations and therefore cannot predict the ultimate impact of such laws and regulations on our business or financial results. We continue to monitor existing and proposed laws and regulations in the jurisdictions in which we operate to consider actions we may take to potentially mitigate any unfavorable impact of such laws or regulations.
In addition, U.S. environmental conservation efforts could result in the withdrawal of certain federal lands from mineral entry under relevant mining law, which could have the effect of restricting our current or future planned activities involving our unpatented mining claims on the affected public lands.
We are required to obtain and renew governmental permits in order to conduct operations, a process which is often costly and time-consuming. Our ability to obtain necessary government permits to expand operations or begin new operations may be materially affected by third-party activists.
In the normal course of our business, we are required to obtain and renew governmental permits for exploration, operations and expansion of existing operations and for the development of new projects, such as the permits recently obtained for the Rochester expansion, POA 1 at Kensington and the main operating permit at Palmarejo. Obtaining and renewing governmental permits is a complex and time-consuming process. The timeliness and success of permitting efforts are contingent upon many variables not within our control, including the interpretation of permit approval requirements administered by the applicable permitting authority and government and third-party sentiment towards the mining industry generally. We may not be able to obtain or renew permits that are necessary to our operations, or the cost and time required to obtain or renew permits may exceed our expectations. Any unexpected delays or costs associated with the permitting process could impede or delay the development or operation of a mine, which in turn could have a material adverse effect on our revenues and future growth. Any delay in obtaining a permit may require us to revise mine plans or curtail expected production, which could have a material adverse effect on results of operations and cash flow. In addition, key permits and approvals may be revoked or suspended or may be changed in a manner that adversely affects our operations.
Private parties such as environmental activists frequently attempt to intervene in the permitting process and to persuade regulators to deny necessary permits or seek to overturn permits that have been issued. Obtaining the necessary governmental permits is a complex and time-consuming process involving numerous jurisdictions and often involving public
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hearings and costly undertakings. These third-party actions can materially increase the costs and cause delays in the permitting process and could cause us to not proceed with the development or expansion of a mine. In addition, our ability to successfully obtain key permits and approvals to explore for minerals and to develop, operate and expand mines, as well as to conduct our operations, will likely depend on our ability to develop, operate, expand and close mines in a manner that is consistent with the creation of social and economic benefits in the surrounding communities, which may or may not be required by law. Our ability to obtain permits and approvals and to successfully operate in particular communities may be adversely impacted by real or perceived detrimental events associated with our activities or those of other mining companies affecting the environment, human health and safety of communities in which we operate.
Our business is subject to anti-bribery laws, a breach or violation of which could lead to civil and criminal fines and penalties, loss of licenses or permits and reputational harm.
We operate in certain jurisdictions that have experienced governmental and private sector corruption. The U.S. Foreign Corrupt Practices Act, as well as Canadian and Mexican anti-bribery laws generally prohibit companies and their intermediaries from making improper payments for the purpose of obtaining or retaining business or other commercial advantage. Violations of these laws, or allegations of such violations, could lead to civil and criminal fines and penalties, litigation, and loss of operating licenses or permits, and may damage our reputation, which could have a material adverse effect on our business, financial position and results of operations. Our Code of Business Conduct and Ethics and other corporate policies mandate compliance with these anti-bribery laws, and we provide training and education on these topics to our employees; however, there can be no assurance that our internal control policies and procedures always will protect us from recklessness, fraudulent behavior, dishonesty or other inappropriate acts or violations of laws committed by our affiliates, employees or agents.
We are subject to litigation and may be subject to additional litigation in the future.
We are currently, and may in the future become, subject to other litigation, arbitration or proceedings with other parties. If decided adversely to us, these legal proceedings, or others that could be brought against us in the future, could have a material adverse effect on our financial position or prospects. Responding to disputes, even those that are without merit or ultimately decided in our favor, may require us to incur significant expense, devote significant resources, and may generate adverse publicity, which could materially and adversely affect our business. In the event of a dispute arising at our foreign operations, we may be subject to the exclusive jurisdiction of foreign courts or arbitral panels or may not be successful in subjecting foreign persons to the jurisdiction of courts or arbitral panels in the United States. Our inability to enforce our rights and the enforcement of rights on a prejudicial basis by foreign courts or arbitral panels could have an adverse effect on our results of operations and financial position.
Disputes regarding our mining claims, concessions or surface rights to land in the vicinity of our mining projects could adversely impact operations.
The validity of exploration or mining claims, concessions or rights, which constitute most of our property holdings, is often uncertain and may be contested. We have used commercially reasonable efforts, in accordance with industry standards, to investigate our title or claims to our various properties, however, no assurance can be given that applicable governments will not revoke or significantly alter the conditions of the applicable exploration or mining claims, concessions or rights, or that such exploration or mining claims, concessions or rights will not be challenged by third parties. Although we have attempted to acquire satisfactory title to undeveloped properties, in accordance with mining industry practice, we do not generally obtain title opinions until a decision is made to develop a property. As a result, some titles may be defective, particularly titles to undeveloped properties. Defective title to any of our exploration or mining claims, concessions or rights could result in litigation, insurance claims and potential losses affecting our business as a whole. There may be challenges to the title of any of the claims, concessions or rights comprising our projects that, if successful, could impair development and operations. A defect could result in us losing all or a portion of our right, title, estate and interest in and to the properties to which the title defect relates.
In Mexico, while mineral rights are administered by the federal government through federally issued mining concessions, federally recognized agrarian communities called ejidos control surface or surface access rights to their land. An ejido may sell or lease lands directly to a private entity. While we have agreements with the ejidos that impact all of our projects in Mexico, some of these agreements may be subject to renegotiation or legal challenges.
The Company’s effective tax rate could be volatile and materially change as a result of changes in tax laws, mix of earnings and other factors.
We are subject to tax laws in the United States, Mexico, Canada and other foreign jurisdictions. Changes in fiscal and tax policies, including new tax legislation and reform to existing policy, may have a significant negative impact on the Company’s effective tax rate.
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Additionally, the jurisdictions in which we operate have and may in the future continue to encounter financial difficulties resulting from one or both of lower tax revenue and new and increased costs. National, state or local governments may seek to raise existing taxes or introduce new taxes, which may adversely affect our business and financial results.
Currently, the Company incurs losses in certain countries where it does not receive a financial statement benefit, and the Company operates in countries which have different statutory rates. Consequently, changes in the mix and source of earnings between countries could have a material impact on the Company’s overall effective tax rate.
In addition, new tax legislation in certain jurisdictions where we operate could negatively affect us. For example, in Nevada, where the Rochester mine is located, in response to a significant loss of tourism and gaming revenue as a result of the COVID-19 pandemic, in June 2021, the Governor signed into law a new excise tax on gross proceeds derived from mining gold and silver. In late 2024, Mexico raised taxes (which are labeled as fees) on EBITDA and revenues from gold and silver. It is difficult to predict whether further changes to tax laws in the jurisdictions where we operate will be passed and, if passed, the impact those changes may have on the Company. Any additional taxes imposed on us would adversely affect our financial condition, perhaps materially.
RISKS RELATED TO OUR COMMON STOCK
We have the ability to issue additional equity securities, including in connection with an acquisition of other companies, including the anticipated New Gold Transaction, which would lead to dilution of our issued and outstanding common stock and may materially and adversely affect the price of our common stock.
The issuance of additional equity securities or securities convertible into equity securities, whether to acquire new companies or businesses or for other strategic benefits, would result in dilution of our existing stockholders’ equity ownership. For example, in our acquisition of SilverCrest we issued 1.6022 shares of Coeur common stock in exchange for each share of issued and outstanding common stock of SilverCrest, resulting in the issuance of 239,331,799 Coeur common shares. Similarly, as part of the New Gold Transaction, we expect to issue 0.4959 shares of Coeur common stock in exchange for each share of issued and outstanding common stock of New Gold, resulting in the expected issuance of approximately 392,610,973 Coeur common shares. The increase to the number of outstanding shares of Coeur’s common stock may impact the marketplace’s view of Coeur’s common stock and may lead to adverse changes in the stock’s trading volume and trading price.
Additionally, former SilverCrest shareholders who received Coeur common stock in the SilverCrest Transaction and New Gold shareholders who may receive Coeur common stock in the contemplated New Gold Transaction may choose to sell or otherwise dispose of such shares, or Coeur’s historic stockholders may decide to reduce their investment in Coeur as a result of the SilverCrest and New Gold Transactions’ impact to Coeur’s overall investment profile. These sales of our common stock (or the perception that these sales may occur) could have the effect of depressing the market price for our common stock. In addition, Coeur’s financial position with the completion of the New Gold Transaction may differ from its financial position before the completion of the New Gold Transaction, and the results of Coeur’s operations and cash flows following the completion of the New Gold Transaction may be affected by factors different from those affecting its financial position or results of operations and cash flows prior to the New Gold Transaction, all of which could adversely affect the market price of Coeur common stock. Accordingly, the market price and performance of Coeur common stock subsequent to the acquisition is likely to be different from the performance of Coeur common stock prior to the New Gold Transaction.
Other issuances of Coeur common stock may also adversely affect the price of our common stock. In 2024, the Company completed the exchange of $5.9 million principal amount of its 5.125% Senior Notes (the “Senior Notes”) plus accrued interest for 1.8 million shares of its common stock, par value $0.01 per share, pursuant to a privately-negotiated agreement with such issuance of common stock made pursuant to the exemption from the registration requirements afforded by Section 3(a)(9) of the Securities Act of 1933, as amended. In 2024, the Company also entered into subscription agreements with certain Canadian accredited investors for a private placement offering of an aggregate 7.7 million shares of common stock, par value $0.01 per shares, to be issued as “flow-through shares,” as defined in subsection 66(15) of the Income Tax Act (Canada).
We are authorized to issue, without stockholder approval, 10.0 million shares of preferred stock in one or more series, to establish the number of shares to be included in each series and to fix the designation, powers, preferences and relative participating, optional, conversion and other special rights of the shares of each series as well as the qualification, limitations or restrictions on each series. Any series of preferred stock could contain dividend rights, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences or other rights superior to the rights of holders of our common stock. If we issue additional equity securities, the price of our common stock may be materially and adversely affected.
Holders of our common stock may not receive dividends.
We have not historically declared cash dividends on our common stock. Holders of our common stock are entitled to receive only such dividends as our Board may declare out of funds legally available for such payments. We are incorporated in Delaware and governed by the Delaware General Corporation Law. Delaware law allows a corporation to pay dividends only
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out of surplus, as determined under Delaware law or, if there is no surplus, out of net profits for the fiscal year in which the dividend was declared and for the preceding fiscal year. Under Delaware law, however, we cannot pay dividends out of net profits if, after we pay the dividend, our capital would be less than the capital represented by the outstanding stock of all classes having a preference upon the distribution of assets. Our ability to pay dividends will be subject to our future earnings, capital requirements and financial condition, as well as our compliance with covenants related to existing or future indebtedness and would only be declared in the discretion of our Board of Directors.
RISKS RELATED TO THE ACQUISITION OF SILVERCREST METALS INC.
As disclosed in this Form 10-K, including in Part II, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations, the Company completed the SilverCrest Transaction in February 2025. As described in this Section and below, the SilverCrest Transaction could subject us to significant risks.
Coeur and SilverCrest may be the targets of legal claims, securities class actions, derivative lawsuits and other claims and negative publicity related to the SilverCrest Transaction.
Coeur and SilverCrest may be the target of lawsuits that could result in significant additional costs related to the SilverCrest Transaction. Securities class action lawsuits and derivative lawsuits are often brought against companies that have entered into an agreement to acquire a public company or to be acquired and may seek additional monetary compensation. Even if the lawsuits are unsuccessful or meritless, significant financial resources and attention from management can be required to defend against these claims, and proceedings may result in significant additional costs or challenges. Such proceedings, among other events, could also subject the Company to negative press coverage or public scrutiny that could impact the Company’s existing business performance and operations, including its Las Chispas operation.
SilverCrest’s public filings are subject to Canadian disclosure standards, which differ from SEC disclosure requirements.
Coeur and SilverCrest report financial results and mineral reserve and mineral resource estimates under different reporting standards. Coeur prepares its financial statements in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”), while SilverCrest prepares its financial statements in accordance with IFRS Accounting Standards issued by the International Accounting Standards Board (“IFRS Accounting Standards”). Coeur’s mineral reserve and mineral resource estimates have been prepared in accordance with Item 1300 of SEC Regulation S-K, while SilverCrest’s mineral reserve and mineral resource estimates have been prepared in accordance with National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”). These varying standards embody different approaches and definitions that could require adjustments, reclassifications, or other different treatment as SilverCrest’s financial statements and mineral reserve and mineral resource estimates are conformed to the standards applicable to the Company, including U.S. GAAP and Item 1300 of SEC Regulation S-K. Furthermore, we have not been involved in the preparation of SilverCrest’s financial statements or its mineral reserve and mineral resource estimates prior to completion of the SilverCrest Transaction. Although Coeur and its advisors conducted due diligence on SilverCrest, there can be no guarantee that Coeur is aware of all relevant information, including all potential liabilities of SilverCrest. Integration of SilverCrest may pose special risks, including one-time write-offs and unanticipated costs. Mineral reserve and resource estimates may be subject to adjustments that differ from the Company’s current expectations and be impacted by a number of factors, including different engineering and geological interpretations and judgements and different pricing assumptions. As a result, it is possible that certain benefits expected from the combination of Coeur and SilverCrest may not be realized.
RISKS RELATED TO THE ANTICIPATED ACQUISITION OF NEW GOLD INC.
As disclosed in this Form 10-K, including in Part II, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations, the Company has entered into an definitive agreement (the “Arrangement Agreement”) whereby, a wholly-owned subsidiary of Coeur intends to acquire all of the issued and outstanding shares of New Gold Inc. (“New Gold”) pursuant to a court-approved plan of arrangement under the Business Corporations Act (British Columbia) (the “New Gold Transaction”). As described below, the New Gold Transaction could subject us to significant risks.
The New Gold Transaction is subject to a number of conditions which may not be satisfied or waived, may delay its consummation and could result in additional expenditures of money and resources or reduce the anticipated benefits, or result in termination of the Arrangement Agreement and Coeur having to pay a termination fee.
The New Gold Transaction is conditional upon, among other closing conditions, approval by the Canadian government under the Investment Canada Act. This and other conditions to completion of the New Gold Transaction are not within our control and we cannot be certain when, or if, these conditions will be satisfied. If any of these conditions are not satisfied or waived prior to the outside date set out in the Arrangement Agreement, it is possible that the Arrangement Agreement may be terminated.
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Although Coeur and New Gold have, subject to certain limitations, agreed to use reasonable best efforts to complete the New Gold Transaction promptly, these and other conditions may fail to be satisfied. In addition, completion of the New Gold Transaction may take longer and could cost more than we expect. The requirements for obtaining the required regulatory approvals and clearances could delay the completion of the New Gold Transaction for a significant period of time or prevent them from occurring. Any delay in completing the New Gold Transaction may adversely affect the benefits that Coeur expects to achieve if the New Gold Transaction and the integration of businesses were to be completed within the expected timeframe.
Each of Coeur and New Gold has certain rights to terminate the New Gold Transaction in certain circumstances, including if any closing conditions are not satisfied prior to the outside date set out in the Arrangement Agreement. Although the Arrangement Agreement contains customary deal protection provisions, a change in recommendation by either Coeur’s Board of Directors, the New Gold Board of Directors, or both, including as the result of receiving a superior proposal as defined in the Arrangement Agreement, may result in the New Gold Transaction not being consummated. The Arrangement Agreement provides that, upon termination of the Arrangement Agreement under certain circumstances, Coeur would be required to pay New Gold a termination fee of $413 million and reimburse New Gold for expenses incurred in connection with the New Gold Transaction. Failure to complete the New Gold Transaction in a timely manner, or at all, and payment of relevant termination fees, if applicable, could negatively impact Coeur’s business and negatively impact the trading price of Coeur’s common stock.
Coeur and New Gold may be the targets of legal claims, securities class actions, derivative lawsuits and other claims and negative publicity related to the New Gold Transaction.
Coeur and New Gold may be the target of lawsuits that could delay or prevent the New Gold Transaction from being consummated or result in significant additional costs. Securities class action lawsuits and derivative lawsuits are often brought against companies that have entered into an agreement to acquire a public company or to be acquired. Third parties may also attempt to bring claims against Coeur or New Gold in an attempt to delay or block the consummation of the New Gold Transaction or to seek other remedies, including additional monetary compensation. Even if the lawsuits are unsuccessful or meritless, significant financial resources and attention from management can be required to defend against these claims and proceedings may result in a delay to closing the New Gold Transaction. Such proceedings, among other events, could also subject the Company to negative press coverage or public scrutiny that could impact the ability of Coeur and New Gold to consummate the New Gold Transaction, as well as negatively impacting the Company’s existing business performance and operations.
Lawsuits that may be brought against Coeur, New Gold or their respective directors which could seek, among other things, injunctive relief or other equitable relief, including a request to rescind parts of the Arrangement Agreement already implemented and to otherwise enjoin the parties from consummating the Transaction. One of the conditions to the closing of the New Gold Transaction is that no law (including injunction or judgments) is in effect that makes the New Gold Transaction illegal or enjoins or prohibits Coeur or New Gold from consummating the New Gold Transaction. Consequently, if a plaintiff is successful in obtaining an injunction prohibiting completion of the New Gold Transaction, that injunction may delay or prevent the New Gold Transaction from being completed within the expected timeframe or at all, which may adversely affect Coeur’s and New Gold respective business, financial position, results of operations and cash flows.
In addition, political and public attitudes towards the New Gold Transaction may result in negative press coverage and other adverse public statements affecting Coeur or New Gold. There is an increasing level of public concern relating to the perceived effect of mining activities on indigenous communities. Local communities and stakeholders could become dissatisfied with our activities or with change in personnel following the Transaction. Adverse press coverage and other adverse statements could lead to investigations by regulators, legislators and law enforcement officials or in legal claims or otherwise negatively impact the ability of the combined company to take advantage of various business and market opportunities. The direct and indirect effects of negative publicity, and the demands of responding to and addressing it, may have a material adverse effect on the combined company’s business, financial condition and results of operations.
Coeur is expected to incur significant transaction costs in connection with the New Gold Transaction, which may exceed those anticipated by Coeur.
Coeur expects to continue to incur costs related to the New Gold Transaction, as well as additional integration costs if the New Gold Transaction is completed. Such fees and expenses include, but are not limited to, financial advisor fees, legal fees, tax and accounting fees, filing and regulatory fees, soliciting fees, and other advisory services fees. Certain of these fees will be incurred regardless of whether the New Gold Transaction is completed, while additional fees will be incurred after closing of the New Gold Transaction, including for the integration of New Gold into Coeur. The timing and amount of fees and expenses to be incurred for the New Gold Transaction and post-closing integration of the companies is difficult to predict and may vary significantly from our initial projections.
The combined company may be unable to integrate the businesses of Coeur and New Gold successfully or realize the anticipated benefits of the New Gold Transaction.
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The Company has entered into the Arrangement Agreement with the expectation that the New Gold Transaction will result in certain benefits for the combined company. These anticipated benefits are dependent, in part, on the successful integration of New Gold into Coeur, which is a complex process that includes strategic decisions on, among other factors, business strategy, staffing, and system integration. Coeur will not have the ability to exercise control over New Gold or its operations until the New Gold Transaction is completed. New Gold’s business and results of operations may be adversely impacted by events that are outside of our control prior to the completion of the New Gold Transaction and may adversely impact integration efforts or the financial results of the combined company after the New Gold Transaction is completed. The combined company’s performance may be adversely impacted if post-closing integration efforts are not able to be achieved in a timely manner or if the efficiencies and benefits contemplated are not able to be realized. Additionally, management focus on integration matters could result in less attention on the Company’s existing operations that could impact the performance of the Company’s existing business.
New Gold’s public filings are subject to Canadian disclosure standards, which differ from SEC disclosure requirements.
Coeur and New Gold report financial results and mineral reserve and mineral resource estimates under different reporting standards. Coeur prepares its financial statements in accordance with U.S. GAAP, while New Gold prepares its financial statements in accordance with IFRS Accounting Standards. Coeur’s mineral reserve and mineral resource estimates have been prepared in accordance with Item 1300 of SEC Regulation S-K, while New Gold’s mineral reserve and mineral resource estimates have been prepared in accordance with NI 43-101. These varying standards embody different approaches and definitions that could require adjustments, reclassifications, or other different treatment as New Gold’s financial statements and mineral reserve and mineral resource estimates are conformed to the standards applicable to the Company, including U.S. GAAP and Item 1300 of SEC Regulation S-K. Although Coeur and its advisors have conducted due diligence on New Gold, there can be no guarantee that Coeur is aware of all relevant information, including all potential liabilities of New Gold. Consummation of the New Gold Transaction and integration of New Gold may pose special risks, including one-time write-offs and unanticipated costs. Mineral reserve and resource estimates may be subject to adjustments that differ from the Company’s current expectations and be impacted by a number of factors, including different engineering and geological interpretations and judgements and different pricing assumptions. As a result, it is possible that certain benefits expected from the combination of Coeur and New Gold may not be realized.
The pendency of the New Gold Transaction may cause disruptions in our business, which could have an adverse effect on our business, financial condition or results of operations.
Parties with which we and New Gold do business may experience uncertainty associated with the New Gold Transaction, including with respect to current or future business relationships with us, New Gold or the combined company. Our and New Gold’s relationships may be subject to disruption as customers, suppliers and other persons with whom we and New Gold have a business relationship may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationships with us or New Gold, as applicable, or consider entering into business relationships with parties other than us or New Gold. In addition, our current and prospective associates may experience uncertainty about their future roles, which might adversely affect our ability to attract and retain key personnel and key management and other employees may be difficult to retain or may become distracted from day-to-day operations because matters related to the New Gold Transaction may require substantial commitments of their time and resources. These disruptions could have an adverse effect on the results of operations, cash flows and financial position of Coeur, New Gold or the combined company following the completion of the New Gold Transaction, including an adverse effect on our ability to realize the expected benefits of the New Gold Transaction. The risk, and adverse effect, of any disruption could be exacerbated by a delay in the completion of the New Gold Transaction or the termination of the Arrangement Agreement.
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Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
Our cybersecurity program is intended to assess, identify, and manage material risks from cybersecurity threats, including those associated with our use of third-party service providers. We integrate cybersecurity into our top-level enterprise risk management (“ERM”) processes and our site-level operational risk management (“ORM”) processes, including management of operational technology (“OT”) cybersecurity risks. This involves, in part, direct engagement by, and consultation with, our Vice President, IT & Cybersecurity (“Vice President”) during ERM and ORM risk assessments, and collaboration between the Vice President and relevant Operations employees regarding OT cybersecurity.
Our cybersecurity strategy leverages people, processes, and technology to identify and manage cybersecurity risks, including through: security monitoring; vulnerability assessments; patching and security upgrades; deployment of network defenses; regular cybersecurity trainings for users; use of third-party cybersecurity vendors to complement our internal Cybersecurity and IT Infrastructure team , including for monitoring, remediation, and response capabilities; periodic engagement of cybersecurity consultants, including for cybersecurity maturity assessments and recommendations and penetration test exercises; and periodic reviews of aspects of our cybersecurity program by our Internal Audit function.
We also have a Cybersecurity Incident Response Plan (“CSIRP”) to provide a standardized framework for responding to cybersecurity incidents, including escalation to senior management and other key stakeholders, as appropriate. Our CSIRP is reviewed at least annually, and we conduct cybersecurity tabletop exercises to practice our response.
Despite our cybersecurity processes and risk mitigation strategies and practices, the threat landscape has become increasingly sophisticated and aggressive. While we have not experienced any material cybersecurity threats or incidents to date, there can be no assurance that a future cybersecurity incident would not have a material adverse effect on our cash flows, financial condition or results of operations. Additional information on cybersecurity risks we face can be found above under “Item 1A - Risk Factors,” which should be read in conjunction with the foregoing information.
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Item 2. Properties
MINING OPERATIONS
The following description of the Company’s mining operations is qualified in its entirety by reference to the Technical Report Summary for each of the operations included as exhibits to this Report and incorporated by reference into this Item 2. Operating statistics for mining operations are presented in the section entitled “Operating Statistics” below.
Mexico - Las Chispas
The Las Chispas operation, operated by our wholly-owned subsidiary, Compania Minera La Llamarada S.A. de C.V., consists of: (1) the Las Chispas processing facility; (2) the Las Chispas underground mine; and (3) other nearby deposits and exploration targets. The Las Chispas operation is located on the western edge of the north-trending Sierra Madre Occidental Mountain Range and is geographically adjacent to the Sonora Valley. The Las Chispas operation is located approximately 354 miles (220 kilometers) northeast of the city of Hermosillo, in the state of Sonora in Northern Mexico at approximately 30.233902°N latitude and 110.163396°W longitude (580,500E, 3,344,500N), within the Arizpe Mining district. All coordinates are in Universal Transverse Mercator (WGS 84), Zone 12. Access to the property is provided by highway leading from the city of Hermosillo in Sonora, Mexico, and 217 miles (350 kilometers) southwest of Tucson, Arizona.
Stage: | Production | ||||
Location: | State of Sonora, Northern Mexico | ||||
Mine Type: | Underground | ||||
Metals/Mineralization: | Silver and Gold, classified as epithermal deposits and are hosted in multiple veins, breccias, and fractures | ||||
Product: | Doré | ||||
Ownership: | 100% | ||||
Land Position: | 3,425 net acres (1,386 hectares) | ||||
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Mineral Tenure: | 27 wholly-owned mining concessions | ||||
Key Permit Conditions: | Authorizations are in place that regulate typical life of mine functions, including mineral processing production facilities and utilities, mining operations, tailings and waste rock storage, exploration, surface disturbance, land use, vegetation and change in soil use, air emissions, water use, waste generation, and reclamation. Major authorizations were obtained through the completion of several MIAs (Manifestación de Impacto Ambiental), permits associated with forestry vegetation disturbance of change in soil use (Cambio de Uso de Suelo en Terrenos Forestales), the required authorizations from the National Water Commission (Comisión Nacional del Agua or CONAGUA) for water resource uses, and special handling waste through the Comisión de Ecología y Desarrollo Sustentable del Estado de Sonora (CEDES). Operational standards and best management practices (BMPs) have been established to maintain compliance with applicable regulatory standards and permits. Monitoring programs are established and there is a conceptual reclamation and closure plan prepared in alignment with relevant standards (e.g., Normas Oficiales Mexicanas, NOMs) that reflects current mining, mitigation, and site facilities. | ||||
Other: | Compania Minera La Llamarada is obligated to pay a 2% royalty on the Nuevo Lupena and Panuco II concessions for material that has processed grades > 0.5 oz/tonnes gold and > 40 oz/tonnes silver, combined. | ||||
As of December 31, 2025 and 2024, Las Chispas reported 296,000 and 357,000 ounces of gold reserves, respectively, and 28.3 million and 33.5 million ounces of silver reserves, respectively. The year-over-year decreases of approximately 17% in gold reserves and approximately 16% in silver reserves were the result of resource additions exceeded by depletion.
As of December 31, 2025 and 2024, Las Chispas reported 67,000 and 156,000 ounces of measured and indicated gold resources, respectively, and 6.4 million and 14.4 million ounces of measured and indicated silver resources, respectively. The year-over-year decreases of approximately 57% in gold measured and indicated resources and 56% in silver measured and indicated resources were each primarily driven by technical revisions.
As of December 31, 2025 and 2024, Las Chispas reported 135,000 and 144,000 ounces of inferred gold ounces, respectively, and 11.8 million and 10.1 million ounces of silver inferred ounces, respectively. The year-over-year decreases of approximately 6% in gold inferred ounces and year-over-year increase of 16% in silver inferred ounces were primarily due to exploration growth and technical revisions.
Mexico — Palmarejo
The Palmarejo complex, operated by our wholly-owned subsidiary, Coeur Mexicana, S.A. de C.V. (“Coeur Mexicana”), consists of: (1) the Palmarejo processing facility; (2) the Guadalupe underground mine; (3) the Independencia underground mine; (4) the La Nación underground mine; and (5) other nearby deposits and exploration targets. The Palmarejo complex is located approximately 260 miles (418 kilometers) southwest of Chihuahua, in the state of Chihuahua in Northern Mexico. The coordinates for the centroid of the project are 108° 21.8203’ W longitude and 27° 21.5547’ N latitude (760,781 mE, 3,028,984 mN). Specifically, the Guadalupe mine is located at 108º 21.899’ W longitude and 27º 20.996’ N latitude (760,672 mE, 3,027,949 mN); Independencia is located at 108º 21.752’ W longitude and 27 º 22.078’ N latitude (760,873 mE, 3,029,953 m N); and La Nación is located at 108º 21.809’ W longitude and 27º 21.591’ N latitude (760,797 mE, 3,029,051 mN). All coordinates are in the Universal Transverse Mercator (WGS 84), Zone 12. Access to the property is provided by air, rail, and all-weather paved and gravel roads from the state capitol of Chihuahua.
| Stage: | Production | ||||
| Location: | State of Chihuahua, Northern Mexico | ||||
| Mine Type: | Underground | ||||
| Metals/Mineralization: | Silver and Gold, classified as epithermal deposits and are hosted in multiple veins, breccias, and fractures | ||||
| Product: | Doré | ||||
| Ownership: | 100% | ||||
| Land Position: | 74,195 net acres (30,026 hectares) | ||||
| Mineral Tenure: | 96 wholly-owned mining concessions | ||||
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| Key Permit Conditions: | Authorizations are in place that regulate typical life of mine functions, including production facilities and utilities, mining operations, tailings and waste rock storage, exploration, surface disturbance, land use, vegetation and change in soil use, air emissions, water use, and reclamation. Major authorizations were obtained through the completion of several MIAs (Manifestación de Impacto Ambiental), permits associated with forestry vegetation disturbance of change in soil use (Cambio de Uso de Suelo en Terrenos Forestales), and the required authorizations from the National Water Commission (Comisión Nacional del Agua or CONAGUA) for water use, effluent discharge, and to construct facilities in federal watersheds. Operational standards and best management practices (BMPs) have been established to maintain compliance with applicable regulatory standards and permits. | ||||
| Other: | Coeur Mexicana is obligated to sell 50% of Palmarejo gold production (excluding production from certain properties acquired in 2015) to a subsidiary of Franco-Nevada Corporation (“Franco-Nevada”) under a gold stream agreement for the lesser of $800 or spot price per ounce. Coeur Mexicana is subject to other royalty agreements for which there are no mineral resources or mineral reserves associated with them in the current life-of-mine plan. | ||||
As of December 31, 2025 and 2024, Palmarejo reported 928,000 and 681,000 ounces of gold reserves, respectively, and 64.3 million and 46.0 million ounces of silver reserves, respectively. The year-over-year increases of approximately 36% in gold reserves and approximately 40% in silver reserves were both primarily due to increased metal prices, decreased operating costs, successful conversion drilling, and technical revisions.
As of December 31, 2025 and 2024, Palmarejo reported 1,028,000 and 1,423,000 ounces of measured and indicated gold resources, respectively, and 56.5 million and 89.9 million ounces of measured and indicated silver resources, respectively. The year-over-year decreases of approximately 28% in gold measured and indicated resources and 37% in silver measured and indicated resources were each driven by resource conversion to reserves and technical revisions.
As of December 31, 2025 and 2024, Palmarejo reported 1,265,000 and 643,000 ounces of inferred gold ounces, respectively, and 60.3 million and 34.7 million ounces of silver inferred ounces, respectively. The year-over-year increases of approximately 97% in gold inferred ounces and 74% in silver inferred ounces were primarily due to success from the Company’s exploration investments.
USA (Nevada) — Rochester
The Rochester mine and associated heap leach facilities, operated by our wholly-owned subsidiary, Coeur Rochester, Inc. (“Coeur Rochester”), is an open pit silver and gold mine located in Pershing County, Nevada, approximately 13 miles (21 kilometers) northeast of the city of Lovelock. The mine consists of the main Rochester deposit and the adjacent Nevada Packard deposit, southwest of the Rochester mine. The centroid location for the Rochester site is 400600 E, 4460300 N and the centroid of Rochester pit is located at 4002045 E, 4460050 N and Nevada Packard open pit is located at 400600 E, 4456675 E. All coordinates are in Universal Transverse Mercator (WGS 84), Zone 11T. In November 2018, Coeur Rochester acquired the Lincoln Hill, Gold Ridge and Wilco projects adjacent to Rochester from Alio Gold. The Rochester mine is fully supported with electricity, supplied by a local power company. Ore is mined using conventional open pit methods, with gold and silver recovered by heap leaching of crushed open-pit ore placed on pads located within the Rochester mining area.
Rochester completed the ramp-up and expansion of the operation in 2024. This project included the construction of a new leach pad, a three-stage crushing facility, a Merrill-Crowe process plant, and related infrastructure to support the extension of Rochester’s mine life.
| Stage: | Production | ||||
| Location: | Near Lovelock, Nevada (West-Central Nevada, USA) | ||||
| Mine Type: | Open Pit Heap Leach | ||||
| Metals/Mineralization: | Silver and Gold; mineralization is hosted in folded and faulted volcanic rocks of the Rochester Formation and overlying Weaver Formation. Silver and gold, consisting of silver sulfosalt minerals, argentite, silver-bearing tetrahedrite and minor native gold, are contained in zones of multiple quartz veins and veinlets (vein, vein swarms and stockworks) with variable amounts of pyrite | ||||
| Product: | Doré | ||||
| Ownership: | 100% | ||||
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| Land Position & Mineral Tenure | Coeur Rochester lands, including the Lincoln Hill and related assets, consist of approximately 46,721 net acres (18,907 hectares) •1,481 owned and 358 leased Federal unpatented lode claims and 6 owned federal unpatented placer claims, appropriating approximately 30,222 net acres (12,230 hectares) of public land; •23 patented lode claims, consisting of approximately 392 acres (159 hectares); •Interests owned in approximately 9,328 gross acres (3,775 hectares) of additional real property; and •Certain rights in and to approximately 6,182 acres (2,502 hectares), held either through lease, letter agreement or license. | ||||
| Key Permit Conditions: | The Rochester Mine has in place and operates subject to all necessary environmental permits and licenses from the appropriate local, state, and federal agencies for typical life of mine functions involving exploration, the open pit mines, heap leach pads, processing infrastructure, and all necessary support facilities. Operational standards and best management practices have been established to maintain compliance with applicable regulatory standards and permits. Major permits or approvals are in place from the U.S. Department of Interior Bureau of Land Management, Nevada Division of Water Resources, the Nevada Division of Environmental Protection, as well through other federal, state, and local entities. The environmental effects of the operation were comprehensively evaluated through the National Environmental Policy Act (“NEPA”) through Environmental Impact Statements. Monitoring programs are in place, and there is an approved reclamation and closure plan that reflects current mining, mitigation, and site facilities. | ||||
| Other: | •A security interest in the Rochester mine has been granted in favor of the lenders under the RCF (as defined below) •Coeur Rochester is obligated to pay a net smelters return of up to 5% to ASARCO, the prior owner, when the average quarterly market price of silver equals or exceeds $31.68 per ounce indexed for inflation, with the condition that the Rochester mine achieves positive cash flow for the applicable year. If cash flow is negative in any calendar year, the maximum royalty payable is $250,000. •Coeur Rochester is party to other royalty agreements for which there are no mineral resources or mineral reserves associated with them in the current life-of-mine plan. •In 2025, the Rochester mine incurred $11.7 million of royalty expense versus nil in 2024. | ||||
As of December 31, 2025 and 2024, Rochester reported 1,332,000 and 1,298,000 ounces of gold reserves, respectively, and 181.8 million and 191.0 million silver reserves, respectively. The year-over-year increase of approximately 3% in gold reserves and decrease of approximately 5% in silver reserves were the result of exploration additions and metal price increases which partly offset losses due to operating costs increases.
As of December 31, 2025 and 2024, Rochester reported 353,000 and 260,000 ounces of measured and indicated gold resources, respectively, and 51.5 million and 36.9 million ounces of measured and indicated silver resources, respectively. The year-over-year increases of approximately 36% in gold measured and indicated resources and approximately 39% in silver measured and indicated resources were driven by exploration additions and technical revisions.
As of December 31, 2025 and 2024, Rochester reported 323,000 and 258,000 ounces of inferred gold resources, respectively, and 54.9 million and 41.8 million ounces of silver inferred ounces, respectively. The year-over-year increases of approximately 25% in gold inferred ounces and 31% in silver inferred ounces were driven by exploration additions and technical revisions.
USA (Alaska) — Kensington
The Kensington underground gold mine and associated milling facilities, operated by our wholly-owned subsidiary, Coeur Alaska, Inc. (“Coeur Alaska”), are located on the east side of the Lynn Canal about 45 miles (72 kilometers) north-northwest of Juneau, Alaska. The mine consists of the (i) Kensington Main deposit, (ii) Elmira, and (iii) other nearby deposits and exploration targets. The mine is accessed by a horizontal tunnel and utilizes conventional and mechanized underground mining methods. Coordinates for the project centroid are 0494796 E, 652068 N and the Kensington Portal is located at 0494796 E, 6530584 N. All coordinates are in Universal Transverse Mercator (NAD 1983), Zone 8V.
Kensington has completed the planned expansion under POA 1, which increased tailings and waste rock storage capacity to support an expected longer mine life, reflecting positive exploration results, improved metal prices and ongoing operational efficiencies.
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| Stage: | Production | ||||
| Location: | Juneau, Alaska (Southeast Alaska, USA) | ||||
| Mine Type: | Underground | ||||
| Metals/Mineralization: | Gold; gold-bearing mesothermal, quartz, carbonate and pyrite vein swarms and discrete quartz-pyrite veins hosted in Cretaceous-aged Jualin diorite. Most of the gold is contained in calaverite (AuTe2) that occurs in association with native gold as inclusions in and interstitial to pyrite grains and in microfractures in pyrite. | ||||
| Product: | Gold Concentrate | ||||
| Ownership: | 100% | ||||
| Land Position & Mineral Tenure | •The Kensington Group, totaling approximately 3,972 net acres (1,607 hectares), consists of 51 patented lode and patented mill site claims comprising approximately 766 net acres (310 hectares), 298 Federal unpatented lode claims covering approximately 3,222 net acres (1,304 hectares), and 13 State of Alaska mining claims covering approximately 95 net acres (38 hectares). •The Jualin Group, totaling approximately 8,531 net acres (3,452 hectares), is comprised of 23 patented lode and patented mill site claims covering approximately 388 net acres (157 hectares), 452 Federal unpatented lode claims and 75 Federal unpatented mill site claims appropriating approximately 7,979 net acres (3,229 hectares), a State of Alaska upland mining lease comprising approximately 682 acres (276 hectares), one State of Alaska mining claim comprising approximately 3 acres (1 hectare) and four State-selected mining claims covering approximately 60 acres (24 hectares). •14 of the 23 patented lode claims cover private surface estate only. The mineral estate to these 14 patented lode claims is owned by the State of Alaska, the mineral rights to which are secured by a State of Alaska upland mining lease. •The Company controls properties comprising the Jualin Group, under a lease agreement with Hyak Mining Company (“Hyak”), which is valid until August 5, 2035 and thereafter, provided mining and production are actively occurring within and from the leased premises. | ||||
| Key Permit Conditions: | The Kensington Mine has in place and operates subject to all necessary environmental permits and licenses from the appropriate local, state, and federal agencies for typical life of mine functions involving mine operations and production/processing facilities and infrastructure, tailings and waste rock storage, exploration, surface disturbance, air emissions, water use, marine transport, and reclamation. Operational standards and best management practices have been established to maintain compliance with applicable regulatory standards and permits. Major permits or approvals are in place from the U.S. Department of Agriculture National Forest Service, U.S. Army Corps of Engineers, U.S. Fish and Wildlife Service, National Oceanic and Atmospheric Administration, State of Alaska, as well through other federal, state, and local entities. The environmental effects of the operation were comprehensively evaluated through the NEPA through Environmental Impact Statements. Monitoring programs are in place, and there is an approved reclamation and closure plan that reflects current mining, mitigation, and site facilities. | ||||
| Other: | •A security interest in the Kensington mine has been granted in favor of the lenders under the RCF. •Pursuant to the Amended and Restated Royalty Deed effective January 1, 2024, Coeur is obligated to pay Maverix a net returns royalty of 1.25% through December 31, 2026, and 1.50% thereafter, until payment is made on two million troy ounces of refined gold or equivalent, based on the monthly average gold price of the London Bullion Market Association. •Coeur Alaska is obligated to pay Hyak Mining Company (“Hyak”) annually, during the initial term of the mining lease, an advance minimum royalty of $231,000, which amount is adjusted every three years in accordance with changes in the Consumer Price Index as published by the U.S. Department of Commerce for all Urban Consumers, City of Anchorage, Alaska. If production occurs from the leased Hyak premises, a 5% net returns royalty on production as defined by the lease, is due, unless the amount of the net returns royalty is less than the adjusted advance minimum royalty. •In 2025, the Kensington mine incurred $4.9 million of royalty expense compared to $3.2 million in 2024. | ||||
As of December 31, 2025 and 2024, Kensington reported 546,000 and 501,000 ounces of gold reserves, respectively.
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The year-over-year increase of approximately 9% was primarily due to additions through successful resource conversion drilling.
As of December 31, 2025 and 2024, Kensington reported 433,000 and 886,000 ounces of measured and indicated gold resources, respectively, and 96,000 and 228,000 ounces of inferred gold resources, respectively. The year-over-year decreases of approximately 51% in measured and indicated gold resources and approximately a 58% decrease in inferred resources were primarily due to technical revisions.
USA (South Dakota) — Wharf
The Wharf mine, operated by our wholly-owned subsidiaries, Wharf Resources (U.S.A.) Inc. (“Wharf”) and Golden Reward Mining Limited Partnership (“Golden Reward”), is located in the northern Black Hills of western South Dakota, approximately four miles (six kilometers) southwest of the city of Lead, South Dakota. Coordinates for the project centroid are 44°20’03”N Latitude, 103°50’06”W Longitude and the Wharf Mine coordinates are 44°20’39”N Latitude, 103°51’02”W Longitude. All coordinates are in Universal Transverse Mercator (WGS 84). Access is established by paved road with power supplied by a local power company.
| Stage: | Production | ||||
| Location: | Lead, South Dakota, USA | ||||
| Mine Type: | Open Pit Heap Leach | ||||
| Metals/Mineralization: | Gold and Silver by-product; a structurally controlled disseminated gold deposit | ||||
| Product: | Electrolytic Cathodic Sludge | ||||
| Ownership: | 100% | ||||
| Land Position & Mineral Tenure | •The Wharf Group comprises of 362 patented lode claims, 35 government lots, 123 subdivided lots, and 59 federal unpatented lode claims. These interests cover approximately 3,585 net surface acres (1,451 hectares), 652 net mineral acres (264 hectares) where both the Precambrian and younger formations are owned or controlled, 3,243 net mineral acres (1,312 hectares) of non-Precambrian mineral estate, 1,603 net mineral acres (649 hectares) of Precambrian mineral estate and 287 net acres (116 hectares) of federal unpatented lode claims. •The Golden Reward Group encompasses 218 patented lode claims, 14 government lots, 19 subdivided lots and 34 federal unpatented lode claims. The Golden Reward Group is comprised of approximately 1,564 net acres (633 hectares) of surface estate, 2,988 net mineral acres (1,209 hectares) of mineral estate where both the Precambrian and younger formations are owned or controlled, 357 net mineral acres (144 hectares) of Non-Precambrian mineral estate, 153 net mineral acres (62 hectares) of Precambrian mineral estate and 25 net acres (10 hectares) of federal unpatented lode claims. | ||||
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| Key Permit Conditions: | The Wharf Mine has in place and operates subject to all necessary environmental permits and licenses from the appropriate local, state, and federal agencies for typical life of mine functions involving exploration, the open pit mines, heap leach pads, processing infrastructure, and all necessary support facilities. Operational standards and best management practices have been established to maintain compliance with applicable state and federal regulatory standards and permits. Major permits or approvals are in place from the South Dakota Department of Agriculture and Natural Resources, Lawrence County, as well through other federal, state, and local entities. Monitoring programs are in place, and there is an approved reclamation and closure plan that reflects current mining, mitigation, and site facilities. | ||||
| Other: | •A security interest in the Wharf mine has been granted in favor of the lenders under the RCF. •Wharf is obligated to pay a royalty related to a mineral lease on 34 patented lode claims. During the term of the mineral lease, the lessors were also entitled to a royalty on production, if any, of 3% of the net smelter returns of all silver and gold ores, together with other ores and minerals. In addition, there is an advance minimum royalty due to the lessors of $5,000 per year unless and until Wharf Resources identifies and publishes a reserve encompassing the leased premises, at which point the advance minimum royalty increases to $25,000 per year. •Wharf is obligated to pay a sliding scale production royalty of 0%-2% on the gross value of all gold in saleable form to Royal Gold, Inc. This royalty encumbers most of the lands comprising the Wharf, together with a small portion of the lands encompassing the Golden Reward, and wholly excludes the Precambrian Mineral Estate. Wharf is obligated to pay a 3% non-participating royalty on gold that is produced from ores mined and delivered to heap leach pads or recovered from tailings. This royalty encumbers the mineral estate, including the Precambrian Mineral Estate, of much of the lands held by Wharf. •Wharf is party to other royalty agreements for which there are no mineral resources or mineral reserves associated with them in the current life-of-mine plan. •In 2025, the Wharf mine incurred $14.7 million of royalty expense compared to $10.2 million in 2024. | ||||
As of December 31, 2025 and 2024, Wharf reported 1,250,000 and 757,000 ounces of gold reserves, respectively. The year-over-year increase of approximately 65% was primarily due to successful conversion drilling and technical revisions.
As of December 31, 2025 and 2024, Wharf reported 1,185,000 and 1,019,000 ounces of measured and indicated gold resources, respectively, and 1,487,000 and 470,000 ounces of inferred gold resources, respectively. The year-over-year increases of approximately 16% in measured and indicated gold resources and 216% of inferred gold resources were each primarily driven by successful exploration investments and technical revisions.
EXPLORATION PROJECTS
Canada (British Columbia) — Silvertip
The Silvertip silver-zinc-lead exploration property owned by our wholly-owned subsidiary, Coeur Silvertip Ltd. (“Coeur Silvertip”), is an underground project located in northern British Columbia, Canada just south of the Yukon border. The project centroid coordinates in UTM (NAD 27) are 6,643,900 N and 425,200 E. The project is accessible via a 40-mile (25-kilometer) mine access road off the Alaska Highway.
| Stage: | Exploration | ||||
| Location: | Northern British Columbia, Canada, 10 miles (16 kilometers) south of the Yukon Territory border | ||||
| Mine Type: | Underground | ||||
| Metals/Mineralization: | Silver, Zinc and Lead; carbonate-hosted massive sulfide deposit | ||||
| Product: | Concentrate | ||||
| Ownership: | 100% | ||||
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| Land Position & Mineral Tenure: | •One Hundred-Three (103) contiguous mineral claims containing approximately 305,338 acres (123,566 hectares) and three (3) mining leases containing approximately 4,520 acres (1,829 hectares). In total, the Silvertip mine covers an area of approximately 309,858 acres (125,395 hectares) | ||||
| Other: | •Suspended operating activities in February 2020; ongoing exploration and technical work to evaluate and support a potential future operation •Silvertip is obligated to pay a 2.5% net smelter return royalty payable to Triple Flag on all mineral products produced from the Silvertip property, payable quarterly. •Silvertip is party to an agreement with the Kaska Nation which, among other things, provides for annual payments to the Kaska Nation calculated based on the financial performance of the Silvertip property and the average price of silver for the relevant calendar year. | ||||
As of December 31, 2025 and 2024, Silvertip reported 57.6 million and 57.7 million ounces of measured and indicated silver resources, respectively, and 685.5 million and 768.7 million pounds of measured and indicated lead resources, respectively, and 1,234.2 million and 1,516.8 million pounds of measured and indicated zinc resources, respectively. The year-over-year decrease of approximately 1% in silver measured and indicated resources, a decrease of approximately 11% in lead measured and indicated resources, and a decrease of approximately 19% in zinc measured and indicated resources were each due to technical revisions.
As of December 31, 2025 and 2024, Silvertip reported 11.4 million and 16.1 million ounces of inferred silver resources, respectively, and 134.7 million and 199.8 million pounds of inferred lead resources, respectively, and 272.6 million and 481.8 million pounds of inferred zinc resources, respectively. The year-over-year decrease of approximately 29% in silver inferred resources, a decrease of approximately 33% in lead inferred resources, and a decrease of approximately 43% in zinc inferred resources were each due to technical revisions.
OTHER PROPERTIES
The Company has leased or owned real property for office space.
OPERATING STATISTICS
Operating Statistics, Proven and Probable Reserves and Measured, Indicated and Inferred Resources presented below contain tabular information that is presented in both metric and imperial as follows: (i) metric tonnage is utilized for all metals; (ii) gold and silver grades are presented in grams per tonne; (iii) lead and zinc are presented in percentages; and (iv) metal content for gold and silver is presented in ounces while metal content for lead and zinc is presented in pounds. The information that is presented in metric for the periods ended December 31, 2024 and 2023 has been converted from the 2024 10-K, filed with the SEC on February 19, 2025, as this information was previously presented in imperial units.
| Las Chispas | Palmarejo | ||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2023 | 2025 | 2024 | 2023 | ||||||||||||||||||||||||||||||
| Gold produced (oz.) | 54,705 | — | — | 100,768 | 108,666 | 100,605 | |||||||||||||||||||||||||||||
| Silver produced (oz.) | 5,145,771 | — | — | 6,501,308 | 6,779,659 | 6,591,590 | |||||||||||||||||||||||||||||
| Rochester | Kensington | ||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2023 | 2025 | 2024 | 2023 | ||||||||||||||||||||||||||||||
| Gold produced (oz.) | 60,178 | 39,203 | 38,775 | 106,068 | 95,671 | 84,789 | |||||||||||||||||||||||||||||
| Silver produced (oz.) | 6,131,881 | 4,377,847 | 3,391,530 | — | — | — | |||||||||||||||||||||||||||||
| Wharf | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Gold produced (oz.) | 97,327 | 98,042 | 93,502 | ||||||||||||||
| Silver produced (oz.) | 135,722 | 232,013 | 267,786 | ||||||||||||||
MINERAL RESERVES AND MINERAL RESOURCES
Internal Controls
The Company’s internal controls are designed to provide reasonable assurance that information and processes utilized in assessing its exploration results as well as mineral resource and reserve estimation are reasonable and in line with industry best practices. These internal controls include quality assurance and quality control (“QA/QC”) programs in the collection,
35
analysis, verification, storage, reporting and use of drillhole, assay, metallurgical and other technical and scientific information, including the following:
•Third-party fully certified labs are used for assays used in public disclosure or resource models;
•Drill programs include insertion of blank, duplicate, and certified reference materials;
•QA/QC program with sufficient results for the analytical programs;
•All core and reverse-circulation samples have been cataloged and stored in secure and designated areas on company property;
•Data is subject to validation, which includes checks on downhole surveys, collar coordinates, geological data, and assay data;
•Prior to use in mineral resource or mineral reserve estimation, the selected data to support estimation are downloaded from the database into a project file and reviewed for improbable entries and high values;
•Written procedures and guidelines are used to support estimation methods and approaches;
•Completion of annual technical statements on each mineral resource and mineral reserve estimate by qualified persons. These technical statements include evaluation of modifying and technical factors, incorporate available reconciliation data, and are based on a cashflow analysis; and
•Internal reviews of block models, mineral resources and mineral reserves using a “layered responsibility” approach with Qualified Person involvement at the site and corporate levels.
Internal controls are discussed where required in the relevant chapters of the technical report summary. The following sub-sections summarize the types of procedures, protocols, guidance and controls that Coeur has in place for its exploration and mineral resource and reserve estimation efforts, and the type of risk assessments that are undertaken.
Exploration and Drilling
Coeur has the following internal controls protocols in place for exploration data:
•Written procedures and guidelines to support preferred sampling methods and approaches, with periodic compliance reviews of adherence to such written procedures and guidelines;
•Maintenance of a complete chain-of-custody, ensuring the traceability and integrity of the samples at all handling stages from collection, transportation, sample preparation and analysis to long-term sample storage;
•Geological logs are checked and verified, and there is a physical sign-off to attest to the validation protocol required;
•Quality control checks on collar and downhole survey data for errors or significant deviations;
•Third-party fully certified labs are used for assays used in public disclosure or resource models;
•Appropriate types of quality control samples are inserted into the sample stream at appropriate frequencies to assess analytical data quality;
•Regular inspection of analytical and sample preparation facilities by appropriately experienced Coeur personnel;
•QA/QC data are regularly verified to ensure that outliers, sample mix-ups, contamination, or laboratory biases during the sample preparation and analysis steps are correctly identified, mitigated or remediated. Changes to database entries are required to be documented; and
•Database upload and verification procedures to ensure the accuracy and integrity of the data being entered into the project database(s). These are typically performed using software data-checking routines. Changes to database entries are required to be documented. Data is subject to regular backups.
Mineral Resource and Mineral Reserve Estimates
Coeur has the following internal controls protocols in place for mineral resource and mineral reserve estimation:
•Prior to use in mineral resource or mineral reserve estimation, the selected data to support estimation are downloaded from the database into a project file and reviewed for improbable entries and high values;
•Written procedures and guidelines are used to support estimation methods and approaches;
36
•Completion of annual technical statements on each mineral resource and mineral reserve estimate by qualified persons. These technical statements include evaluation of modifying and technical factors, incorporate available reconciliation data, and are based on a cashflow analysis; and
•Internal reviews of block models, mineral resources and mineral reserves using a “layered responsibility” approach with qualified person involvement at the site and corporate levels.
Development of our mineral resource and mineral reserve estimates use tools and processes such as mine design, scheduling and geostatistical tools that conform to industry best practices and are regularly reviewed and reconciled by internal and external parties. There are internal and external audit processes for mineral resource and mineral reserve estimation.
Mineral resources and mineral reserves are estimates that contain inherent risk and depend upon geologic interpretation and statistical inferences drawn from drilling and sampling analysis, which may prove to be unreliable. See “Item 1A - Risk Factors” for additional information.
Coeur had attributable proven and probable gold reserves of 4.4 million ounces at December 31, 2025. For 2025 and 2024, reserves were estimated at gold price assumptions of $2,200 and $1,800 per ounce, respectively, except for Kensington at $2,200 and $2,000 per ounce, respectively. The increase in the reserves gold price assumption is based on the Company's assessment of multiple factors, including exploration growth, historical pricing trends, consensus price forecasts, and operational cost increases. We estimate that our 2025 reserves would increase by 6% (4.6 million ounces), or decline by 10% (3.9 million ounces), if the gold price assumption increased or decreased $200 per ounce, respectively, with all other assumptions remaining constant.
Coeur had attributable proven and probable silver reserves of 274.4 million ounces at December 31, 2025. For 2025 and 2024, reserves were estimated at a silver price assumption of $26.00 and $23.50 per ounce, respectively. The increase in the reserves silver price assumption is based on the Company's assessment of multiple factors, including including exploration growth, historical pricing trends, consensus price forecasts, and operational cost increases. We estimate that our 2025 reserves would increase by 3% (283.1 million ounces), or decline by 8% (251.3 million ounces), if the silver price assumption increased or decreased $2.00 per ounce, respectively, with all other assumptions remaining constant.
MINERAL RESERVES
Summary Gold Mineral Reserves at End of the Fiscal Year Ended December 31, 2025(1)(2)(3)(9) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Proven Mineral Reserves | Probable Mineral Reserves | Total Mineral Reserves | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Coeur Ownership | Tonnes (000s) | Grade (grams/tonne) | Ounces (000s) | Tonnes (000s) | Grade (grams/tonne) | Ounces (000s) | Tonnes (000s) | Grade (grams/tonne) | Ounces (000s) | |||||||||||||||||||||||||||||||||||||||||||||||
| Mexico | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Palmarejo(4) | 100% | 5,183 | 1.79 | 295 | 13,927 | 1.41 | 632 | 19,064 | 1.51 | 928 | ||||||||||||||||||||||||||||||||||||||||||||||
Las Chispas(8) | 100% | 981 | 4.19 | 132 | 2,240 | 2.28 | 164 | 3,221 | 2.86 | 296 | ||||||||||||||||||||||||||||||||||||||||||||||
| United States | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Rochester(5) | 100% | 402,556 | 0.09 | 1,162 | 45,100 | 0.12 | 171 | 447,656 | 0.09 | 1,332 | ||||||||||||||||||||||||||||||||||||||||||||||
Kensington(6) | 100% | 1,539 | 5.92 | 293 | 1,297 | 6.07 | 253 | 2,836 | 5.99 | 546 | ||||||||||||||||||||||||||||||||||||||||||||||
Wharf(7) | 100% | 20,334 | 0.73 | 477 | 34,727 | 0.69 | 773 | 55,061 | 0.71 | 1,250 | ||||||||||||||||||||||||||||||||||||||||||||||
| Total Gold | 430,547 | 0.17 | 2,360 | 97,291 | 0.64 | 1,993 | 527,838 | 0.26 | 4,353 | |||||||||||||||||||||||||||||||||||||||||||||||
Summary Silver Mineral Reserves at End of the Fiscal Year Ended December 31, 2025(1)(2)(3)(9) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Proven Mineral Reserves | Probable Mineral Reserves | Total Mineral Reserves | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Coeur Ownership | Tonnes (000s) | Grade (grams/tonne) | Ounces (000s) | Tonnes (000s) | Grade (grams/tonne) | Ounces (000s) | Tonnes (000s) | Grade (grams/tonne) | Ounces (000s) | |||||||||||||||||||||||||||||||||||||||||||||||
| Mexico | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Palmarejo(4) | 100% | 5,138 | 117.11 | 19,344 | 13,927 | 100.44 | 44,973 | 19,064 | 104.93 | 64,318 | ||||||||||||||||||||||||||||||||||||||||||||||
Las Chispas(8) | 100% | 981 | 442.91 | 13,973 | 2,240 | 198.50 | 14,293 | 3,221 | 272.96 | 28,266 | ||||||||||||||||||||||||||||||||||||||||||||||
| United States | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Rochester(5) | 100% | 402,556 | 12.81 | 165,799 | 45,100 | 11.04 | 16,014 | 447,656 | 12.63 | 181,814 | ||||||||||||||||||||||||||||||||||||||||||||||
| Total Silver | 408,675 | 15.15 | 199,117 | 61,267 | 38.22 | 75,280 | 469,941 | 18.16 | 274,397 | |||||||||||||||||||||||||||||||||||||||||||||||
37
(1) Certain definitions:
The term “reserve” means that part of a mineral deposit that can be economically and legally extracted or produced at the time of the reserve determination. The term “proven (measured) reserves” means reserves for which (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes, grade and/or quality are computed from the results of detailed sampling; and (b) the sites for inspection, sampling and measurements are spaced so closely and the geologic character is sufficiently defined that size, shape, depth and mineral content of reserves are well established. The term “probable (indicated) reserves” means reserves for which quantity and grade and/or quality are computed from information similar to that used for proven (measured) reserves, but the sites for inspection, sampling and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for proven (measured) reserves, is high enough to assume continuity between points of observation. The term “cut-off grade” means the lowest grade of mineralized material considered economic to process. Cut-off grades vary between deposits depending upon prevailing economic conditions, mineability of the deposit, by-products, amenability of the mineralized material to silver or gold extraction and type of milling or leaching facilities available.
The term “reserve” means that part of a mineral deposit that can be economically and legally extracted or produced at the time of the reserve determination. The term “proven (measured) reserves” means reserves for which (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes, grade and/or quality are computed from the results of detailed sampling; and (b) the sites for inspection, sampling and measurements are spaced so closely and the geologic character is sufficiently defined that size, shape, depth and mineral content of reserves are well established. The term “probable (indicated) reserves” means reserves for which quantity and grade and/or quality are computed from information similar to that used for proven (measured) reserves, but the sites for inspection, sampling and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for proven (measured) reserves, is high enough to assume continuity between points of observation. The term “cut-off grade” means the lowest grade of mineralized material considered economic to process. Cut-off grades vary between deposits depending upon prevailing economic conditions, mineability of the deposit, by-products, amenability of the mineralized material to silver or gold extraction and type of milling or leaching facilities available.
(2) Assumed metal prices for 2025 Mineral Reserves were $26.00 per ounce of silver, $2,200 per ounce of gold, $1.15 per pound of zinc, $0.95 per pound of lead.
(3) The Mineral Reserve estimates are current as of December 31, 2025, are reported using the definitions in Item 1300 of Regulation S-K and were prepared by the Company’s technical staff. Mineral Reserve point of reference is delivered to the process facility.
(4) Mineral Reserve estimates use the following key input parameters: assumption of conventional longhole underground mining; reported above a variable gold equivalent cut-off grade that ranges from 1.27–2.19 g/tonne AuEq and an incremental development cut-off grade 0.78 g/tonne AuEq; metallurgical recovery assumption of 95.4% for gold and 87.1% for silver; mining dilution assumes 0.4–1.0 meter of hanging/foot wall waste dilution; mining loss of 15% was applied; variable mining costs that range from US$32.29–$43.08/tonne, surface haulage costs of US$4.40/tonne, process costs of US$30.02/tonne, general and administrative costs of US$14.17/tonne, and surface/auxiliary support costs of US$3.52/tonne. Excludes the impact of the Franco-Nevada gold stream agreement at Palmarejo in calculation of Mineral Reserves. No assurances can be given that all mineral reserves will be mined, as mineralized material that may qualify as reserves under applicable standards by virtue of having positive economics may not generate attractive enough returns to be included in our mine plans, due to factors such as the impact of the gold stream at Palmarejo. As a result, we may elect not to mine portions of the mineralized material reported as reserves.
(5) Mineral Reserve estimates are tabulated within a confining pit design and use the following input parameters: Rochester oxide variable recovery Au = 71.2–85.9% and Ag = 59.4%; Rochester sulfide variable recovery Au = 15.2–77.7% and Ag = 0.0–59.4%; with a net smelter return cut-off of $4.12/ton oxide and US$4.22/ton sulfide; Nevada Packard oxide recovery Au = 88.4% and Ag = 59.4%; with a net smelter return cut-off of $4.92/ton for oxide; Lincoln Hill oxide recovery Au = 61-63.9% and Ag = 18.5-39.5%; with a net smelter return cut-off of $5.02/ton for oxide where the NSR is calculated as net smelter return (NSR) = silver grade (oz/ton) * silver recovery (%) * (silver price ($/oz) - refining cost ($/oz)) + gold grade (oz/ton) * gold recovery (%) * (gold price ($/oz) - refining cost ($/oz)); variable pit slope angles that approximately average 48º over the life-of-mine.
(6) Mineral Reserve estimates use the following key input parameters: assumption of conventional underground mining; reported above a gold cut-off grade of 0.123 oz/ton Au and an incremental development cut-off grade of 0.04 oz/ton Au; metallurgical recovery assumption of 94.5%; gold payability of 97.5%; gold royalty of 1.5%; mining dilution of 15-20%; mining loss of 12% was applied; mining costs of US$127.32/ton mined; process costs of US$51.48/ton processed; general and administrative costs of US$49.74/ton processed; sustaining capital US$5.79/ton processed; and concentrate refining and shipping costs of US$104.73/oz sold.
(7) Mineral Reserve estimates use the following key input parameters: assumption of conventional open pit mining; reported above a NSR cut-off grade of $13.42/ton ; average metallurgical recovery assumption of 78.0%; royalty burden of US$112.00/oz Au; pit slope angles that vary from 34–50º; mining costs of US$2.71/ton mined, process costs of US$13.42/ton processed (includes general & administrative and sustaining capital costs).
(8) Mineral Reserve estimates uses the following key input parameters: assumption of conventional underground mining; reported above a silver equivalent (AgEq) cut-off grade of 140 g/tonne and an incremental development cut-off grade of 59 g/tonne AgEq; metallurgical recovery assumption of 97.5% for silver and 98.0% for gold; mining dilution assumes 5% for development, 1 meter to 1.25 meters of ELOS (0.25 m – 0.5 m of hanging wall and 0.5 m – 1.0 m of footwall dilution) depending on geotechnical conditions in each stoping location, 0.2 meter ELOS (0.1 m of hanging wall and 0.1 m of footwall dilution) for cut and fill, 0.25 m for each exposed backfill floor, and 0.5 m for each exposed backfill wall; mining loss of 2% for development and 5% for stoping was applied; variable production mining costs that range from US$65–US$154/tonne, development mining costs of US$39/tonne, process costs of US$42/tonne, site general and administrative costs of US$25/tonne, underground general and administrative costs of US$18/tonne, and sustaining capital costs of US$12/tonne.
(9) Rounding of tonnes, grades, and troy ounces, as required by reporting guidelines, may result in apparent differences between tonnes, grades, and contained metal contents.
MINERAL RESOURCES
Summary Gold Mineral Resources at End of the Fiscal Year Ended December 31, 2025(1)(2)(3)(11) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Measured Mineral Resources | Indicated Mineral Resources | Measured + Indicated Mineral Resources | Inferred Mineral Resources | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Coeur Ownership | Tonnes (000s) | Grade (grams/tonne) | Ounces (000s) | Tonnes (000s) | Grade (grams/tonne) | Ounces (000s) | Tonnes (000s) | Grade (grams/tonne) | Ounces (000s) | Tonnes (000s) | Grade (grams/tonne) | Ounces (000s) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Mexico | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Palmarejo Mine, Mexico(4) | 100% | 4,598 | 1.60 | 236 | 12,197 | 2.02 | 792 | 16,795 | 1.90 | 1,028 | 19,203 | 2.05 | 1,265 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Las Chispas Mine, Mexico(10) | 100% | 282 | 0.76 | 7 | 1,700 | 1.11 | 61 | 1,983 | 1.06 | 67 | 2,117 | 1.98 | 135 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| United States | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Rochester Mine, USA(7) | 100% | 133,346 | 0.06 | 253 | 34,996 | 0.09 | 100 | 168,342 | 0.07 | 353 | 138,129 | 0.07 | 323 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Kensington Mine, USA(5) | 100% | 1,114 | 7.48 | 268 | 674 | 7.59 | 164 | 1,788 | 7.52 | 433 | 452 | 6.60 | 96 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Wharf Mine, USA(6) | 100% | 9,681 | 0.55 | 171 | 52,116 | 0.61 | 1,104 | 61,797 | 0.60 | 1,185 | 72,881 | 0.63 | 1,487 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Wilco Project, USA(9) | 100% | — | — | — | — | — | — | — | — | — | 23,348 | 0.71 | 531 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total Gold | 149,022 | 0.20 | 935 | 101,683 | 0.65 | 2,131 | 250,705 | 0.38 | 3,066 | 256,131 | 0.47 | 3,837 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Summary Silver Mineral Resources at End of the Fiscal Year Ended December 31, 2025(1)(2)(3)(11) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Measured Mineral Resources | Indicated Mineral Resources | Measured + Indicated Mineral Resources | Inferred Mineral Resources | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Coeur Ownership | Tonnes (000s) | Grade (grams/tonne) | Ounces (000s) | Tonnes (000s) | Grade (grams/tonne) | Ounces (000s) | Tonnes (000s) | Grade (grams/tonne) | Ounces (000s) | Tonnes (000s) | Grade (grams/tonne) | Ounces (000s) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Mexico | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Palmarejo Mine, Mexico(4) | 100% | 4,598 | 94.99 | 14,042 | 12,197 | 108.28 | 42,462 | 16,795 | 104.64 | 56,505 | 19,203 | 97.64 | 60,281 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Las Chispas Mine, Mexico(10) | 100% | 282 | 77.83 | 707 | 1,700 | 103.36 | 5,650 | 1,983 | 99.72 | 6,357 | 2,117 | 172.84 | 11,767 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| United States | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Rochester Mine, USA(7) | 100% | 133,346 | 9.01 | 38,621 | 34,996 | 11.45 | 12,882 | 168,342 | 9.52 | 51,503 | 138,129 | 12.37 | 54,925 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Wilco Project, USA(9) | 100% | — | — | — | — | — | — | — | — | — | 23,348 | 4.46 | 3,346 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Canada | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Silvertip Mine, Canada(8) | 100% | 1,173 | 244.47 | 9,219 | 7,171 | 209.81 | 48,369 | 8,343 | 214.68 | 57,588 | 1,960 | 181.40 | 11,433 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total Silver | 139,399 | 13.97 | 62,589 | 56,064 | 60.67 | 109,364 | 195,463 | 27.36 | 171,953 | 184,758 | 23.86 | 141,752 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary Zinc Mineral Resources at End of the Fiscal Year Ended December 31, 2025(1)(2)(3)(11) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Measured Mineral Resources | Indicated Mineral Resources | Measured + Indicated Mineral Resources | Inferred Mineral Resources | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Coeur Ownership | Tonnes (000s) | Grade (%) | Pounds (000s) | Tonnes (000s) | Grade (%) | Pounds (000s) | Tonnes (000s) | Grade (%) | Pounds (000s) | Tonnes (000s) | Grade (%) | Pounds (000s) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Canada | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Silvertip Mine, Canada(8) | 100% | 1,173 | 6.60 | % | 170,611 | 7,171 | 6.73 | % | 1,063,609 | 8,343 | 6.71 | % | 1,234,220 | 1,960 | 6.31 | % | 272,616 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary Lead Mineral Resources at End of the Fiscal Year Ended December 31, 2025(1)(2)(3)(11) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Measured Mineral Resources | Indicated Mineral Resources | Measured + Indicated Mineral Resources | Inferred Mineral Resources | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Coeur Ownership | Tonnes (000s) | Grade (%) | Pounds (000s) | Tonnes (000s) | Grade (%) | Pounds (000s) | Tonnes (000s) | Grade (%) | Pounds (000s) | Tonnes (000s) | Grade (%) | Pounds (000s) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Canada | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Silvertip Mine, Canada(8) | 100% | 1,173 | 4.61 | % | 119,213 | 7,171 | 3.58 | % | 566,286 | 8,343 | 3.73 | % | 685,499 | 1,960 | 3.12 | % | 134,694 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(1) Certain definitions:
The term “resource” means that it is a concentration or occurrence of material of economic interest in or on the Earth’s crust in such form, grade or quantity that there are reasonable prospects for economic extraction. Inferred, Indicated, and Measured resources are in order of increasing confidence based on level of underlying geological evidence. The term ‘inferred resource’ is that part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. The term “limited geological evidence” means evidence that is only sufficient to establish that geological and grade or quality continuity is more likely than not. The level of geological uncertainty associated an inferred mineral resource is too high to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic viability and must have a reasonable expectation that the majority of inferred mineral resources could be upgraded to indicated or measured mineral resources with continued exploration. In addition, no assurances can be given that any mineral resource estimate will ultimately be reclassified as proven or probable mineral reserves or that inferred resources will be upgraded to measured or indicated resources.
(2) In-Situ Mineral Resource estimates are reported exclusive of mineral reserves, are current as of December 31, 2025, are reported using definitions in Item 1300 of Regulation S-K and were prepared by the Company’s technical staff.
(3) Assumed metal prices for 2025 estimated Mineral Resources were $30.00 per ounce of silver, $2,500 per ounce of gold, $1.30 per pound of zinc, $1.00 per pound of lead, unless otherwise noted.
(4) Mineral Resource estimates use the following key input parameters: assumption of conventional longhole underground mining; reported above a variable gold equivalent cut-off grade that ranges from 0.93–1.62 g/tonne AuEq; metallurgical recovery assumption of 95.4% for gold and 87.1% for silver; variable mining costs that range from US$32.29–$43.08/tonne; surface haulage costs of US$4.40/tonne; process costs of US$30.02/tonne; general and administrative costs of US$14.17/tonne; and surface/auxiliary support costs of US$3.52/tonne. Excludes the impact of the Franco-Nevada gold stream agreement at Palmarejo in calculation of Mineral Resources.
(5) Mineral Resource estimates use the following key input parameters: assumption of conventional longhole underground mining; reported above a variable gold cut-off grade of 0.108 oz/ton Au; metallurgical recovery assumption of 94.5%; gold payability of 97.5%; mining costs of US$127.32/ton mined; process costs of US$51.48/ton processed; general and administrative costs of US$49.74/ton processed; sustaining capital US$5.79/ton processed; and concentrate refining and shipping costs of US$104.73/oz sold.
(6) Mineral Resource estimates use the following key input parameters: assumption of conventional open pit mining; reported above a NSR cut-off grade of 13.42$/ton; average metallurgical recovery assumption of 78.0% across all rock types; royalty burden of US$112.00/oz Au; pit slope angles that vary from 34–50º; mining costs of $2.71/ton mined; process costs of US$13.42/ton processed (includes general & administrative and sustaining capital costs).
(7) Mineral Resource estimates are tabulated within a confining pit shell and use the following input parameters: Rochester oxide variable recovery Au = 71.2–85.9% and Ag = 59.4% and Rochester sulfide variable recovery Au = 15.2–77.7% and Ag = 0.0–59.4%, with a net smelter return cut-off of $4.12/ton oxide and US$4.22/ton sulfide; Nevada Packard oxide recovery Au = 88.4% and Ag = 59.4%, with a net smelter return cut-off of $4.92/ton for oxide;
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Lincoln Hill oxide recovery Au = 61-63.9% and Ag = 18.5-39.5%, with a net smelter return cut-off of $5.02/ton for oxide, where the NSR is calculated as net smelter return (NSR) = silver grade (oz/ton) * silver recovery (%) * (silver price ($/oz) - refining cost ($/oz)) + gold grade (oz/ton) * gold recovery (%) * (gold price ($/oz) - refining cost ($/oz)); variable pit slope angles that approximately average 48º over the life-of-mine.
(8) Underground Mineral Resource estimates are reported using a net smelter return (“NSR”) cut-off of US$130/tonne. Mineral Resources are reported in-situ using the following assumptions: The estimates use the following key input parameters: lead recovery of 89-90%, zinc recovery of 82-83% and silver recovery of 83-84%. Lead concentrate grade of 53-54%; zinc concentrate grade of 56-57%; mining costs of US$68.77/tonne; processing costs of US$58.20/tonne and US$46.49/tonne, where the NSR ($/tonne) = tonnes x grade x metal prices x metallurgical recoveries – royalties – TCRCs – transport costs over the life of the mine.
(9) Open Pit Mineral Resource estimates are reported using an equivalent gold cut-off of 0.20 ounces per ton assuming a silver to gold ratio of 60:1. Resources are reported in-situ and contained within a conceptual measured, indicated and inferred optimized pit shell. Silver price of US$22/oz, gold price of US$1,350/oz. Average oxide and sulfide gold recovery is 70%, average carbonaceous gold recovery is 50%. Average oxide and sulfide gold recovery is 60%. Average carbonaceous silver recovery is 50%. Open pit mining cost is US$1.50/ton, processing and processing and G&A cost is US$5.46/ton; average pit slope angles of 50º.
(10) Mineral Resource estimates uses the following key input parameters: assumption of conventional underground mining; reported above a silver equivalent cut-off grade (AgEq) of 140 g/tonne; metallurgical recovery assumption of 97.5% for silver and 98.0% for gold; mining loss of 2% for development and 5% for stoping was applied, additional losses have been included to account for the required pillars in uphole stopes that cannot be filled; variable production mining costs that range from US$58.06–US$239.51/tonne, development mining costs of US$27.40/tonne, process costs of US$45.72/tonne, site general and administrative costs of US$20.70/tonne, underground general and administrative costs of US$12.81/tonne, and sustaining capital costs of US$7.64/tonne.
(11) Rounding of tonnes, grades, and troy ounces, as required by reporting guidelines, may result in apparent differences between tonnes, grades, and contained metal contents.
Item 3. Legal Proceedings
See Note 18 -- Commitments and Contingencies in the notes to the Consolidated Financial Statements included herein.
Item 4. Mine Safety Disclosures
Information pertaining to mine safety matters is reported in accordance with Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act in Exhibit 95.1 attached to this Form 10-K.
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PART II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
The Company’s common stock is traded on the New York Stock Exchange under the ticker symbol CDE. The Company recently applied for listing on the Toronto Stock Exchange (“TSX”). Approval of the listing remains subject to the TSX’s final review and acceptance.
On February 16, 2026, there were 642,097,555 outstanding shares of the Company’s common stock which were held by approximately 981 stockholders of record.
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STOCK PERFORMANCE CHART
COMPARISON OF CUMULATIVE TOTAL RETURN
AMONG COEUR MINING, S&P 500 INDEX AND PEER GROUP INDEX
AMONG COEUR MINING, S&P 500 INDEX AND PEER GROUP INDEX
The following performance graph compares the performance of the Company’s common stock during the period beginning December 31, 2020 and ending December 31, 2025 to (i) S&P 500, and (ii) the Arca Gold Miners Index (the “TSR Peer Group”), which the Company began using as its peer group index solely for purposes of the relative total stockholder return (“TSR”) calculation under the Company’s equity compensation program beginning in 2023.
The graph assumes a $100 investment in the Company’s common stock and in each of the indexes at the beginning of the period, and a reinvestment of dividends paid on such investments throughout the five-year period.
| Dec. 2020 | Dec. 2021 | Dec. 2022 | Dec. 2023 | Dec. 2024 | Dec. 2025 | |||||||||||||||
| Coeur Mining | 100.00 | 48.70 | 32.46 | 31.50 | 55.27 | 172.27 | ||||||||||||||
| S&P 500 Index | 100.00 | 128.71 | 105.40 | 133.10 | 166.40 | 196.16 | ||||||||||||||
| TSR Peer Group | 100.00 | 89.13 | 79.98 | 87.02 | 94.98 | 242.55 | ||||||||||||||
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following Management’s Discussion and Analysis (“MD&A”) provides information that management believes is relevant to an assessment and understanding of the consolidated financial condition and results of operations of Coeur Mining, Inc. and its subsidiaries (collectively the “Company”, “our”, or “we”). We use certain non-GAAP financial performance measures in our MD&A. For a detailed description of these measures, please see “Non-GAAP Financial Performance Measures” at the end of this Item. We provide Costs applicable to sales (“CAS”) allocation, referred to as the co-product method, based on revenue contribution for Palmarejo and Rochester and based on the primary metal, referred to as the by-product method, for Wharf. Revenue from secondary metal, such as silver at Wharf, is treated as a cost credit.
Overview
We are primarily a gold and silver producer with operating assets located in the United States and Mexico and an exploration project in Canada.
2025 Highlights
For the full year 2025, Coeur reported revenue of $2,070.1 million and cash provided by operating activities of $886.9 million. We reported GAAP net income of $585.9 million, or $0.95 per diluted share. On a non-GAAP adjusted basis, the Company reported EBITDA of $1,025.8 million and net income of $493.4 million or $0.80 per diluted share.
•Record full-year gold and silver production – Balanced contributions across Coeur’s portfolio led to 2025 full-year production of 419,046 ounces of gold and 17.9 million ounces of silver, representing year-over-year increases of 23% and 57%, respectively, within the Company’s 2025 consolidated guidance ranges
•Record financial results – Fourth quarter free cash flow increased 66% versus the prior quarter to a record $313.2 million, bringing the full-year total to $666 million. Adjusted EBITDA increased 60% versus the prior quarter to a record $425 million, driving the last twelve-month total to over $1.0 billion. Average realized prices for gold and silver increased 21% and 39%, respectively, compared to the third quarter
•Long-term objective of net cash achieved – Cash and equivalents more than doubled compared to the prior quarter-end and increased tenfold compared to the prior year-end to $554 million; total debt decreased 42% to $341 million at December 31, 2025 compared to year-end 2024
•Strong quarter at Rochester – Silver and gold production at Rochester increased 6% and 20% quarter-over-quarter, respectively, and 40% and 54% year-over-year, respectively. During the fourth quarter, both tonnes2 crushed and tonnes placed reached record levels, with tonnes crushed increasing 12% to 6.4 million tonnes (7.0 million imperial tons) and tonnes placed increasing 23% to 9.3 million tonnes (10.2 million imperial tons). Fourth quarter free cash flow increased to $78 million compared to $30 million in the third quarter and $12 million in the fourth quarter for the prior year
•New Gold transaction approved by stockholders – On January 27, 2026, stockholders of both Coeur and New Gold voted overwhelmingly in favor of Coeur’s proposed acquisition of New Gold Inc. (“New Gold”). The transaction, which remains on track to close in the first half of 2026, is expected to create a new, sector-leading, all-North American senior precious metals mining company
•2026 guidance highlights portfolio strength – The Company expects 2026 gold and silver production from Coeur’s current portfolio of assets of 390,000 - 460,000 ounces and 18.2 - 21.3 million ounces, respectively, driven by strong contributions across the portfolio, including expected continued growth at Rochester and a full year of production at Las Chispas. The Company plans to issue guidance including New Gold’s two assets, the New Afton and Rainy River mines, upon closing of the transaction
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Selected Financial and Operating Results
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Financial Results: (in thousands, except per share amounts) | |||||||||||||||||
| Gold sales | $ | 1,343,729 | $ | 734,861 | $ | 575,677 | |||||||||||
| Silver sales | $ | 726,397 | $ | 319,145 | $ | 245,529 | |||||||||||
| Consolidated revenue | $ | 2,070,126 | $ | 1,054,006 | $ | 821,206 | |||||||||||
| Net income | $ | 585,872 | $ | 58,900 | $ | (103,612) | |||||||||||
| Net income per share, diluted | $ | 0.95 | $ | 0.15 | $ | (0.30) | |||||||||||
Adjusted net income (loss)(1) | $ | 493,361 | $ | 70,117 | $ | (78,048) | |||||||||||
Adjusted net income (loss) per share, diluted(1) | $ | 0.80 | $ | 0.18 | $ | (0.23) | |||||||||||
EBITDA(1) | $ | 964,579 | $ | 302,600 | $ | 60,465 | |||||||||||
Adjusted EBITDA(1) | $ | 1,025,772 | $ | 339,152 | $ | 142,302 | |||||||||||
Total debt(2) | $ | 340,533 | $ | 590,058 | $ | 545,310 | |||||||||||
| Operating Results: | |||||||||||||||||
| Gold ounces produced | 419,046 | 341,582 | 317,671 | ||||||||||||||
| Silver ounces produced | 17,914,682 | 11,389,519 | 10,250,906 | ||||||||||||||
| Gold ounces sold | 422,032 | 340,816 | 315,511 | ||||||||||||||
| Silver ounces sold | 18,155,235 | 11,418,821 | 10,140,405 | ||||||||||||||
| Average realized price per gold ounce | $ | 3,184 | $ | 2,156 | $ | 1,825 | |||||||||||
| Average realized price per silver ounce | $ | 40.01 | $ | 27.95 | $ | 24.21 | |||||||||||
(1)See “Non-GAAP Financial Performance Measures”. Includes costs of $93.5 million related to the purchase price allocation (“PPA”) ascribed to Inventory at Las Chispas.
(2)Includes finance leases. Net of debt issuance costs and premium received.
Consolidated Financial Results
Year Ended December 31, 2025 compared to Year Ended December 31, 2024
Revenue
We sold 422,032 gold ounces and 18.2 million silver ounces, compared to 340,816 gold ounces and 11.4 million silver ounces. Revenue increased by $1,016.1 million, or 96%, as a result of a 24% and 59% increase in gold and silver ounces sold (includes $421.4 million of post-acquisition sales at Las Chispas), and a 45% and 43% increase in average realized gold and silver prices, respectively. The increase in gold ounces sold was the result of post-acquisition sales at Las Chispas, higher placement rates and grades at Rochester, and higher mill throughput at Kensington, partially offset by lower grades at Palmarejo. The increase in silver ounces sold was the result of post-acquisition sales at Las Chispas, and higher silver ounces recovered at Rochester as a result of higher placement rates, partially offset by lower silver grades at Palmarejo. Gold and silver represented 65% and 35% of 2025 sales revenue, respectively, compared to 70% and 30% of 2024 sales revenue, respectively.
The following table summarizes consolidated metal sales:
| Year Ended December 31, | Increase (Decrease) | Percentage Change | |||||||||||||||||||||
| In thousands | 2025 | 2024 | |||||||||||||||||||||
| Gold sales | $ | 1,343,729 | $ | 734,861 | $ | 608,868 | 83 | % | |||||||||||||||
| Silver sales | 726,397 | 319,145 | 407,252 | 128 | % | ||||||||||||||||||
| Metal sales | $ | 2,070,126 | $ | 1,054,006 | $ | 1,016,120 | 96 | % | |||||||||||||||
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Costs Applicable to Sales
Costs applicable to sales increased $292.2 million, or 48%, primarily driven by post-acquisition gold and silver ounces sold at Las Chispas that includes the impact of the PPA ascribed to Inventory of $93.5 million, higher gold and silver ounces sold at Rochester, higher gold ounces sold at Kensington, and operating costs (royalties) at Rochester, Kensington, and Wharf, partially offset by lower gold and silver ounces sold at Palmarejo. For a complete discussion of costs applicable to sales, see Results of Operations below.
Amortization
Amortization increased $126.1 million, or 101%, as a result of post-acquisition gold and silver ounces sold at Las Chispas, increased production at Rochester and Kensington, and the full-year impact of the commissioning of the newly expanded crushing circuit at Rochester in March 2024, partially offset by lower gold and silver ounces sold at Palmarejo and Wharf.
Expenses
General and administrative expenses increased $9.5 million, or 20%, primarily due to higher stock-based compensation and annual incentive costs, partially offset by lower outside service and legal costs.
Exploration expense increased $26.9 million, or 45%, driven by planned higher resource expansion drilling activity at all locations, including the addition of exploration expense at Las Chispas post-acquisition.
Pre-development, reclamation, and other expenses increased $18.5 million, or 36%, as a result of higher transaction costs, the Wage and Hour Litigation settlement, and higher asset retirement accretion following the 2024 year-end changes to estimates, partially offset by lower loss on the sale of assets.
The following table summarizes pre-development, reclamation, and other expenses:
| Year Ended December 31, | Increase (Decrease) | Percentage Change | ||||||||||||||||||
| In thousands | 2025 | 2024 | ||||||||||||||||||
| Silvertip ongoing carrying costs | 10,440 | 8,513 | 1,927 | 23 | % | |||||||||||||||
| Loss (gain) on sale of assets | 698 | 4,250 | (3,552) | (84) | % | |||||||||||||||
| Asset retirement accretion | 19,697 | 16,778 | 2,919 | 17 | % | |||||||||||||||
| Kensington royalty litigation settlement | (95) | 7,156 | (7,251) | 100 | % | |||||||||||||||
| Transaction costs | 26,409 | 8,517 | 17,892 | 210 | % | |||||||||||||||
| Wage and Hour Litigation settlement | 7,059 | — | 7,059 | 100 | % | |||||||||||||||
| Other | 5,580 | 6,059 | (479) | (8) | % | |||||||||||||||
| Pre-development, reclamation and other expense | $ | 69,788 | $ | 51,273 | $ | 18,515 | 36 | % | ||||||||||||
Other Income and Expenses
Interest expense (net of capitalized interest of $1.1 million) decreased to $30.9 million from $51.3 million due to lower interest paid under the RCF attributable to lower average debt levels and interest rate, partially offset by higher interest paid under finance lease obligations. The RCF had no outstanding amount drawn as of December 31, 2025.
Other, net decreased to a gain of $6.9 million compared to $13.0 million as a result of the recognition of gains in 2024
related to premiums received from the private placement flow-through share offering (“Private Placement Offering”), and lower gains on foreign exchange rates.
Income and Mining Taxes
The Company’s Income and mining tax (expense) benefit consisted of:
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| Year Ended December 31, | |||||||||||||||||
| In thousands | 2025 | % | 2024 | % | |||||||||||||
| U.S. federal statutory tax rate | $ | (143,428) | 21.0 | % | $ | (26,534) | 21.0 | % | |||||||||
State income and mining taxes, net of federal benefit(1) | (37,331) | 5.5 | (11,313) | 9.0 | |||||||||||||
| Foreign tax effects | |||||||||||||||||
| Mexico | |||||||||||||||||
| Foreign tax rate differences | (30,341) | 4.4 | (11,253) | 8.9 | |||||||||||||
| Foreign permanent differences | 1,893 | (0.3) | (1,384) | 1.1 | |||||||||||||
| Mining taxes, net of income tax benefit | (27,276) | 4.0 | (8,865) | 7.0 | |||||||||||||
| Change in valuation allowance | 4,520 | (0.7) | — | — | |||||||||||||
| Foreign withholding taxes | (10,821) | 1.6 | (6,900) | 5.5 | |||||||||||||
| Foreign exchange rates | (38,893) | 5.7 | 1,434 | (1.1) | |||||||||||||
| Foreign inflation and indexing | 5,724 | (0.8) | 2,230 | (1.8) | |||||||||||||
| Uncertain tax positions | (28,820) | 4.2 | — | — | |||||||||||||
| Enactment of 1% increase in Mexico special mining duty tax | — | — | (1,696) | 1.3 | |||||||||||||
| Other, net | 2,967 | (0.4) | (175) | 0.1 | |||||||||||||
| Canada | |||||||||||||||||
| Foreign tax rate difference | (2,954) | 0.4 | (2,434) | 1.9 | |||||||||||||
| Provincial tax | 5,907 | (0.9) | 4,868 | (3.9) | |||||||||||||
| Canadian flow through shares permanent | (3,802) | 0.6 | (7,246) | 5.7 | |||||||||||||
| Change in valuation allowance | (9,481) | 1.4 | (3,746) | 3.0 | |||||||||||||
| Foreign withholding taxes | (3,460) | 0.5 | (1,523) | 1.2 | |||||||||||||
| Other | (3,427) | 0.5 | 40 | — | |||||||||||||
| Other foreign jurisdictions | |||||||||||||||||
| Other | (420) | 0.1 | (456) | 0.4 | |||||||||||||
| Effect of cross border tax laws | |||||||||||||||||
| Subpart F income | (32) | — | (1,345) | 1.1 | |||||||||||||
| Change in valuation allowance | 208,938 | (30.6) | 4,011 | (3.2) | |||||||||||||
| Nondeductible items | |||||||||||||||||
| Percentage depletion | 21,092 | (3.1) | 6,974 | (5.5) | |||||||||||||
| Equity compensation | 1,321 | (0.2) | (1,205) | 1.0 | |||||||||||||
| Other nondeductible items | (2,185) | 0.3 | (769) | 0.6 | |||||||||||||
| Other adjustments | |||||||||||||||||
| Other | (6,357) | 1.0 | (163) | 0.1 | |||||||||||||
| Income and mining tax (expense) benefit | $ | (96,666) | 14.2 | % | $ | (67,450) | 53.4 | % | |||||||||
(1)State mining taxes in South Dakota, Nevada, and Alaska made up the majority (greater than 50 percent) of the state tax effect.
Income and mining tax expense of approximately $96.7 million resulted in an effective tax rate of 14.2% for 2025. This compares to income tax expense of $67.5 million for an effective tax rate of 53.4% for 2024. The comparability of the Company’s income and mining tax (expense) benefit and effective tax rate for the reported periods was impacted by multiple factors, primarily: (i) U.S. valuation allowance release; (ii) variations in our income before income taxes; (iii) geographic distribution of that income; (iv) foreign exchange rates; (v) mining taxes; (vi) the impact of uncertain tax positions; (vii) percentage depletion; and (viii) 2024 enactment of a 1% increase in Mexico’s special mining duty tax. Fluctuations in foreign exchange rates on deferred tax balances increased income and mining tax expense by $43.5 million and decreased by $0.3 million for the years ended 2025 and 2024, respectively. The impact of foreign exchange rates on deferred tax balances is predominantly due to the Mexican Peso and deferred taxes resulting from Las Chispas PPA. Therefore, the effective tax rate will fluctuate, sometimes significantly, period to period.
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The following table summarizes the components of the Company’s income (loss) before tax and income and mining tax (expense) benefit:
| Year ended December 31, | |||||||||||||||||
| 2025 | 2024 | ||||||||||||||||
| In thousands | Income (loss) before tax | Tax (expense) benefit | Income (loss) before tax | Tax (expense) benefit | |||||||||||||
| United States | $ | 403,735 | $ | 102,058 | $ | 50,194 | $ | (13,063) | |||||||||
| Canada | (56,323) | (6,879) | (46,702) | (1,523) | |||||||||||||
| Mexico | 337,125 | (191,845) | 125,027 | (52,864) | |||||||||||||
| Other jurisdictions | (1,999) | — | (2,169) | — | |||||||||||||
| $ | 682,538 | $ | (96,666) | $ | 126,350 | $ | (67,450) | ||||||||||
A valuation allowance is provided for deferred tax assets for which it is more likely than not that the related tax benefits will not be realized. The Company analyzes its deferred tax assets and, if it is determined that the Company will not realize all or a portion of its deferred tax assets, it will record or increase a valuation allowance. Conversely, if it is determined that the Company will ultimately be more likely than not able to realize all or a portion of the related benefits for which a valuation allowance has been provided, all or a portion of the related valuation allowance will be reduced. There are a number of factors that impact the Company’s ability to realize its deferred tax assets. For additional information, please see “Item 1A - Risk Factors”.
The Company has historically provided a valuation allowance against its U.S. net deferred tax assets. In 2025, the Company released $209.8 million of valuation allowance against its U.S. net deferred tax assets, resulting in a non-cash deferred tax benefit. The $209.8 million valuation allowance release is composed of $73.3 million related to current year income and $136.5 million related to forecasted future year income. The timing of this valuation allowance release was primarily due to the cumulative income position for the most recent three-year period and projected future earnings.
The Company continues to maintain a valuation allowance against approximately $52.4 million of U.S. federal and state deferred tax assets as of December 31, 2025, because the Company has concluded that it is not more likely than not to be realized.
The exact timing and amount of any valuation allowance release are subject to change, depending upon the level of profitability that the Company is able to achieve and the net deferred tax assets available.
Net Income
Net income was $585.9 million, or $0.95 per diluted share, compared to $58.9 million, or $0.15 per diluted share. The increase in net income was driven by a 24% and 59% increase in gold and silver ounces sold (includes $421.4 million of post-acquisition sales at Las Chispas), a 45% and 43% increase in average realized gold and silver prices, respectively, lower interest expense, and a tax benefit of $160.0 million related to the expectation that our U.S. deferred tax assets are now expected to be used before expiration. This was partially offset by higher exploration, general and administrative, and transaction costs, and the Wage and Hour Litigation settlement of $6.1 million, plus the employer’s share of relevant taxes. Adjusted net income was $493.4 million, or $0.80 per diluted share, compared to $70.1 million, or $0.18 per diluted share (see “Non-GAAP Financial Performance Measures”).
Year Ended December 31, 2024 compared to Year Ended December 31, 2023
Revenue
We sold 340,816 gold ounces and 11.4 million silver ounces, compared to 315,511 gold ounces and 10.1 million silver ounces. Revenue increased by $232.8 million, or 28%, as a result of an 18% and 15% increase in average realized gold and silver prices, respectively, and an 8% and 13% increase in gold and silver ounces sold, respectively. The increase in gold ounces sold was due to higher gold production at all sites, specifically higher grade and recovery rates at Palmarejo, the successful completion of the Rochester expansion, higher mill throughput and grade at Kensington, and higher tonnes and grade at Wharf. The increase in silver ounces sold was the result of higher grade and recovery rates at Palmarejo, and the successful completion of the Rochester expansion. Gold and silver represented 70% and 30%, respectively, of both 2024 and 2023 sales revenue.
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The following table summarizes consolidated metal sales:
| Year Ended December 31, | Increase (Decrease) | Percentage Change | |||||||||||||||||||||
| In thousands | 2024 | 2023 | |||||||||||||||||||||
| Gold sales | $ | 734,861 | $ | 575,677 | $ | 159,184 | 28 | % | |||||||||||||||
| Silver sales | 319,145 | 245,529 | 73,616 | 30 | % | ||||||||||||||||||
| Metal sales | $ | 1,054,006 | $ | 821,206 | $ | 232,800 | 28 | % | |||||||||||||||
Costs Applicable to Sales
Costs applicable to sales decreased $26.7 million, or 4%, primarily due to higher recoverable ounces placed on the leach pad at Wharf, an increase in estimated recoverable ounces on the legacy leach pad in the first quarter of 2024 at Rochester, lower net realizable value (“LCM”) adjustments at Rochester, and the favorable impact of exchange rates at Palmarejo, partially offset by higher gold and silver ounces sold at all sites. For a complete discussion of costs applicable to sales, see Results of Operations below.
Amortization
Amortization increased $25.2 million, or 25%, and resulted primarily from higher gold and silver ounces sold at all sites and, at Rochester, the commencement of production of the new leach pad in mid-September 2023, and the three-stage crushing circuit in March 2024, partially offset by lower LCM adjustments.
Expenses
General and administrative expenses increased $6.1 million, or 15%, primarily due to higher employee compensation, outside service and legal costs.
Exploration expense increased $28.7 million, or 93%, driven by the sustained increased drilling at Palmarejo, Rochester, Wharf and Silvertip in 2024, and the Canadian mining exploration tax credits associated with expenditures at the Silvertip exploration project recognized in 2023.
Pre-development, reclamation, and other expenses decreased $3.4 million, or 6%, stemming from lower losses on the sale of assets and lower ongoing carrying costs at Silvertip, partially offset by the Kensington royalty litigation settlement of $7.2 million and transaction costs of $8.5 million related to the acquisition of SilverCrest.
The following table summarizes pre-development, reclamation, and other expenses:
| Year Ended December 31, | Increase (Decrease) | Percentage Change | ||||||||||||||||||
| In thousands | 2024 | 2023 | ||||||||||||||||||
| Silvertip ongoing carrying costs | $ | 8,513 | $ | 15,616 | $ | (7,103) | (45) | % | ||||||||||||
| (Gain) Loss on sale of assets | 4,250 | 12,879 | (8,629) | (67) | % | |||||||||||||||
| Asset retirement accretion | 16,778 | 16,405 | 373 | 2 | % | |||||||||||||||
| Kensington royalty settlement | 7,156 | — | 7,156 | 100 | % | |||||||||||||||
| Transaction costs | 8,517 | — | 8,517 | 100 | % | |||||||||||||||
| Other | 6,059 | 9,736 | (3,677) | (38) | % | |||||||||||||||
| Pre-development, reclamation and other expense | $ | 51,273 | $ | 54,636 | $ | (3,363) | (6) | % | ||||||||||||
Other Income and Expenses
During the year ended December 31, 2024, the Company incurred a $0.4 million gain in connection with the exchange of $5.9 million in aggregate principal amount plus accrued interest of 2029 Senior Notes for 1.8 million shares of common stock compared to $3.4 million incurred in connection with the exchange of $76.0 million in aggregate principal amount plus accrued interest for 25.2 million shares of common stock during the year ended December 31, 2023.
The Company did not have fair value adjustments, net, during the year ended December 31, 2024 following the sale of the Company’s equity investments in 2023.
Interest expense (net of capitalized interest of $1.1 million) increased to $51.3 million from $29.1 million due to higher interest paid under the RCF attributable to higher average debt levels and higher interest paid under financial leases, partially offset by lower interest payable following the extinguishment of $5.9 million in 2029 Senior Notes.
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Other, net increased to a gain of $13.0 million compared to loss $7.5 million as a result of the recognition of the net proceeds received in excess of the Company’s trading price (“FT Premium Liability”) as income of $5.6 million following the renouncement of Silvertip exploration expenditures, favorable foreign exchange rates, particularly in Mexico, and the $12.3 million loss recognized from the sale of the contingent consideration received in connection with the sale of La Preciosa project (the “La Preciosa Deferred Consideration”) in 2023.
Income and Mining Taxes
The Company’s Income and mining tax (expense) benefit consisted of:
| Year Ended December 31, | |||||||||||||||||
| In thousands | 2024 | % | 2023 | % | |||||||||||||
| U.S. federal statutory tax rate | $ | (26,534) | 21.0 | % | $ | 14,376 | 21.0 | % | |||||||||
State income and mining taxes, net of federal benefit(1) | (11,313) | 9.0 | (1,468) | (2.2) | |||||||||||||
| Foreign tax effects | |||||||||||||||||
| Mexico | |||||||||||||||||
| Foreign tax rate differences | (11,253) | 8.9 | (5,848) | (8.6) | |||||||||||||
| Foreign permanent differences | (1,384) | 1.1 | (1,190) | (1.7) | |||||||||||||
| Mining taxes, net of income tax benefit | (8,865) | 7.0 | (6,513) | (9.5) | |||||||||||||
| Foreign withholding taxes | (6,900) | 5.5 | — | — | |||||||||||||
| Foreign exchange rates | 1,434 | (1.1) | 1,172 | 1.7 | |||||||||||||
| Foreign inflation and indexing | 2,230 | (1.8) | 2,858 | 4.2 | |||||||||||||
| Sale of non-core assets | — | — | (1,322) | (1.9) | |||||||||||||
| Enactment of 1% increase in Mexico special mining duty tax | (1,696) | 1.3 | — | — | |||||||||||||
| Other, net | (175) | 0.1 | (547) | (0.8) | |||||||||||||
| Canada | |||||||||||||||||
| Foreign tax rate difference | (2,434) | 1.9 | (2,015) | (3.0) | |||||||||||||
| Provincial tax | 4,868 | (3.9) | 4,029 | 5.9 | |||||||||||||
| Canadian flow through shares permanent | (7,246) | 5.7 | (3,448) | (5.0) | |||||||||||||
| Change in valuation allowance | (3,746) | 3.0 | (5,986) | (8.8) | |||||||||||||
| Foreign withholding taxes | (1,523) | 1.2 | (848) | (1.2) | |||||||||||||
| Other | 40 | — | 369 | 0.5 | |||||||||||||
| Other foreign jurisdictions | |||||||||||||||||
| Other | (456) | 0.4 | (117) | (0.2) | |||||||||||||
| Effect of cross border tax laws | |||||||||||||||||
| Subpart F income | (1,345) | 1.1 | (758) | (1.1) | |||||||||||||
| Change in valuation allowance | 4,011 | (3.2) | (30,242) | (44.2) | |||||||||||||
| Nondeductible items | |||||||||||||||||
| Percentage depletion | 6,974 | (5.5) | 5,649 | 8.3 | |||||||||||||
| Equity compensation | (1,205) | 1.0 | (780) | (1.1) | |||||||||||||
| Other nondeductible items | (769) | 0.6 | (1,502) | (2.2) | |||||||||||||
| Other adjustments | |||||||||||||||||
| Effect of tax rate changes | — | — | (1,659) | (2.4) | |||||||||||||
| Other | (163) | 0.1 | 634 | 0.9 | |||||||||||||
| Income and mining tax (expense) benefit | $ | (67,450) | 53.4 | % | $ | (35,156) | (51.4) | % | |||||||||
(1)State mining taxes in South Dakota, Nevada, and Alaska made up the majority (greater than 50 percent) of the state tax effect.
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Income and mining tax expense of approximately $67.5 million resulted in an effective tax rate of 53.4% for 2024. This compares to income tax expense of $35.2 million for an effective tax rate of (51.4)% for 2023. The comparability of the Company’s income and mining tax (expense) benefit and effective tax rate for the reported periods was impacted by multiple factors, primarily: (i) mining taxes; (ii) variations in our income before income taxes; (iii) geographic distribution of that income; (iv) foreign exchange rates; (v) Mexico mining tax rate increase; (vi) percentage depletion; (vii) the sale of non-core assets; and (viii) the impact of uncertain tax positions. Therefore, the effective tax rate will fluctuate, sometimes significantly, period to period.
The following table summarizes the components of the Company’s income (loss) before tax and income and mining tax (expense) benefit:
| Year ended December 31, | |||||||||||||||||
| 2024 | 2023 | ||||||||||||||||
| In thousands | Income (loss) before tax | Tax (expense) benefit | Income (loss) before tax | Tax (expense) benefit | |||||||||||||
| United States | $ | 50,194 | $ | (13,063) | $ | (107,021) | $ | (6,956) | |||||||||
| Canada | (46,702) | (1,523) | (33,574) | (848) | |||||||||||||
| Mexico | 125,027 | (52,864) | 72,697 | (27,352) | |||||||||||||
| Other jurisdictions | (2,169) | — | (558) | — | |||||||||||||
| $ | 126,350 | $ | (67,450) | $ | (68,456) | $ | (35,156) | ||||||||||
A valuation allowance is provided for deferred tax assets for which it is more likely than not that the related tax benefits will not be realized. The Company analyzes its deferred tax assets and, if it is determined that the Company will not realize all or a portion of its deferred tax assets, it will record or increase a valuation allowance. Conversely, if it is determined that the Company will ultimately be more likely than not able to realize all or a portion of the related benefits for which a valuation allowance has been provided, all or a portion of the related valuation allowance will be reduced. There are a number of factors that impact the Company’s ability to realize its deferred tax assets. For additional information, please see “Item 1A - Risk Factors”.
Net Income (Loss)
Net income was $58.9 million, or $0.15 per diluted share, compared to a net loss of $103.6 million, or $0.30 per diluted share. The increase in net income was driven by a 18% and 15% increase in average realized gold and silver prices, respectively, and a 8% and 13% increase in gold and silver ounces sold, respectively, lower ongoing costs at Silvertip, the recognition of the FT Premium Liability income of $5.6 million, lower LCM adjustments at Rochester, and the $12.3 million loss recognized from the sale of the La Preciosa Deferred Consideration in 2023. This was partially offset by the Kensington royalty settlement of $7.2 million, transaction costs of $8.5 million related to the acquisition of SilverCrest, and higher exploration and income and mining taxes expense. Adjusted net income was $70.1 million, or $0.18 per diluted share, compared to adjusted net loss of $78.0 million, or $0.23 per diluted share (see “Non-GAAP Financial Performance Measures”).
2026 Guidance
The Company has provided guidance for full-year 2026 including production, CAS, capital expenditures, depreciation, depletion and amortization (“DD&A”), exploration, general and administrative expenses (“G&A”), and income and mining tax.
Overall cost guidance reflects higher expected royalty expense driven by stronger realized metal prices, particularly at Rochester, the impact of a stronger Mexican peso, inflation of 3% to 5% across the portfolio, and higher planned maintenance costs. For our co-product mines (Las Chispas, Palmarejo, Rochester), costs are allocated to gold and silver based on their relative revenue contribution. Given the higher expected contribution of silver to total revenue due to the silver price’s outperformance relative to the gold price, silver CAS per ounce is expected to be higher in 2026, consistent with the trend seen in the second half of 2025.
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2026 Production Guidance
| Gold | Silver | ||||||||||||||||||||||
| (oz) | (K oz) | ||||||||||||||||||||||
| Las Chispas | 55,000 - 65,000 | 5,500 - 6,300 | |||||||||||||||||||||
| Palmarejo | 95,000 - 105,000 | 6,250 - 7,000 | |||||||||||||||||||||
| Rochester | 70,000 - 90,000 | 6,400 - 7,800 | |||||||||||||||||||||
| Kensington | 98,000 - 110,000 | — | |||||||||||||||||||||
| Wharf | 72,000 - 90,000 | 50 - 200 | |||||||||||||||||||||
| Total | 390,000 - 460,000 | 18,200 - 21,300 | |||||||||||||||||||||
2026 Adjusted Costs Applicable to Sales Guidance
| Gold | Silver | |||||||||||||||||||
| ($/oz) | ($/oz) | |||||||||||||||||||
| Las Chispas (co-product) | $750 - $950 | $12.50 - $14.50 | ||||||||||||||||||
| Palmarejo (co-product) | $700 - $900 | $21.50 - $23.50 | ||||||||||||||||||
| Rochester (co-product) | $1,350 - $1,550 | $23.00 - $25.00 | ||||||||||||||||||
| Kensington | $1,750 - $1,950 | — | ||||||||||||||||||
| Wharf (by-product) | $1,400 - $1,600 | — | ||||||||||||||||||
2026 Capital, DD&A, Exploration, G&A and Income and Mining Tax Guidance
| ($M) | |||||||||||||||||
| Capital Expenditures, Sustaining | $207 - $239 | ||||||||||||||||
| Capital Expenditures, Development | $98 - $125 | ||||||||||||||||
| Exploration, Expensed | $93 - $103 | ||||||||||||||||
| Exploration, Capitalized | $27 - $33 | ||||||||||||||||
| General & Administrative Expenses | $63 - $67 | ||||||||||||||||
| Cash Income and Mining Taxes | $400 - $500 | ||||||||||||||||
| Amortization | $335 - $390 | ||||||||||||||||
| Effective Tax Rate (%) | 29% - 35% | ||||||||||||||||
Note: The Company’s guidance figures assume estimated prices of $4,550/oz gold and $77.50/oz silver as well as CAD of 1.38 and MXN of 18.00. Guidance figures exclude the impact of any metal sales or foreign exchange hedges.
The normalized effective tax rate excludes items that are not reflective of Coeur’s underlying performance, such as the impacts of foreign currency on deferred taxes, taxes related to prior periods, and one-time, non-cash, tax valuation allowance adjustments.
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Results of Operations
Operating Statistics presented below contain tabular information that is presented in both metric and imperial as follows: (i) metric tonnage is utilized for all metals; (ii) gold and silver grades are presented in grams per tonne; and (iii) metal content for gold and silver is presented in ounces. The information that is presented in metric for the periods ended December 31, 2024 and 2023 has been converted from the 2024 10-K, filed with the SEC on February 19, 2025, as this information was previously presented in imperial.
Las Chispas
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Tonnes milled | 403,011 | — | — | ||||||||||||||
| Average gold grade (grams/tonne) | 4.4 | — | — | ||||||||||||||
| Average silver grade (grams/tonne) | 409 | — | — | ||||||||||||||
| Average recovery rate – Au | 97.1 | % | — | % | — | % | |||||||||||
| Average recovery rate – Ag | 97.2 | % | — | % | — | % | |||||||||||
| Gold ounces produced | 54,705 | — | — | ||||||||||||||
| Silver ounces produced | 5,145,771 | — | — | ||||||||||||||
| Gold ounces sold | 58,251 | — | — | ||||||||||||||
| Silver ounces sold | 5,445,330 | — | — | ||||||||||||||
CAS per gold ounce(1) | $ | 1,662 | $ | — | $ | — | |||||||||||
CAS per silver ounce(1) | $ | 19.26 | $ | — | $ | — | |||||||||||
(1)See Non-GAAP Financial Performance Measures.
Year Ended December 31, 2025
Las Chispas’ results represent post-acquisition activity subsequent to the acquisition of SilverCrest on February 14, 2025. The consumption of the remaining acquired stockpile in the third quarter led to production of 54,705 and 5,145,771 gold and silver ounces, respectively. Metal sales were $421.4 million, or 20% of Coeur’s metal sales. Costs applicable to sales per gold and silver ounce sold includes $770 and $8.93, respectively, of costs related to the expensing of the $93.5 million of PPA that was ascribed to Inventory. Amortization totaled $94.2 million. Capital expenditures of $38.1 million were composed of underground mine development and capitalized exploration costs.
Palmarejo
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Tonnes milled | 1,749,318 | 1,599,167 | 1,822,044 | ||||||||||||||
| Average gold grade (grams/tonne) | 1.9 | 2.3 | 1.9 | ||||||||||||||
| Average silver grade (grams/tonne) | 130 | 155 | 136 | ||||||||||||||
| Average recovery rate – Au | 94.2 | % | 93.0 | % | 91.1 | % | |||||||||||
| Average recovery rate – Ag | 88.7 | % | 85.0 | % | 82.7 | % | |||||||||||
| Gold ounces produced | 100,768 | 108,666 | 100,605 | ||||||||||||||
| Silver ounces produced | 6,501,308 | 6,779,659 | 6,591,590 | ||||||||||||||
| Gold ounces sold | 100,723 | 108,783 | 99,043 | ||||||||||||||
| Silver ounces sold | 6,498,821 | 6,796,715 | 6,534,469 | ||||||||||||||
CAS per gold ounce(1) | $ | 875 | $ | 898 | $ | 961 | |||||||||||
CAS per silver ounce(1) | $ | 15.93 | $ | 14.38 | $ | 15.17 | |||||||||||
(1)See Non-GAAP Financial Performance Measures.
Year Ended December 31, 2025 compared to Year Ended December 31, 2024
Gold and silver production decreased 7% and 4%, respectively, as a result of a decrease in gold and silver grades,
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partially offset by an increase of 9% in mill throughput. Metal sales were $473.8 million, or 23% of Coeur’s metal sales, compared with $379.1 million, or 36% of Coeur’s metal sales. Revenue increased by $94.7 million, or 25%, of which $123.9 million was due to higher gold and silver prices, partially offset by $29.2 million due to lower volume of gold and silver production. Gold ounces sold associated with the Franco-Nevada Gold Stream Agreement increased to 48% from 34% in the prior year driven by mine sequencing. Costs applicable to sales per gold and silver ounce decreased 3% and increased 11%, respectively, due to the mix of gold and silver sales which impacted co-product cost allocation, lower consumable (power and cement) and maintenance costs, partially offset by lower production, unfavorable foreign exchange rates and higher outside service costs. Amortization decreased by $8.0 million to $37.0 million due to lower gold and silver ounces sold. Capital expenditures decreased to $25.5 million from $30.6 million due to the lower underground development and equipment purchases.
Year Ended December 31, 2024 compared to Year Ended December 31, 2023
Gold and silver production increased 8% and 3%, respectively, as a result of a 40% and 14% increase in gold and silver grades, respectively, and higher gold and silver recovery rates, partially offset by a 12% decrease in mill throughput due to mine sequencing. Metal sales were $379.1 million, or 36% of Coeur’s metal sales, compared with $313.2 million, or 38% of Coeur’s metal sales. Revenue increased by $65.9 million, or 21%, of which $41.5 million was due to higher average realized gold and silver prices and $24.3 million was the result of higher volume of gold and silver production. Costs applicable to sales per gold and silver ounce decreased 7% and 5%, respectively, due to higher production, lower labor and cyanide costs, and the favorable impact of foreign exchange rates on operating costs. Amortization increased by $9.3 million to $45.0 million due to a 10% and 4% increase in gold and silver ounces sold, respectively. Capital expenditures decreased to $30.6 million from $41.8 million due to lower underground development expenditures and the completion of the open pit backfill project in 2023.
Rochester
| Year ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
Tonnes placed(1) | 30,272,766 | 21,345,895 | 10,331,619 | ||||||||||||||
| Average gold grade (grams/tonne) | 0.08 | 0.08 | 0.11 | ||||||||||||||
| Average silver grade (grams/tonne) | 19.0 | 17.9 | 15.6 | ||||||||||||||
| Gold ounces produced | 60,178 | 39,203 | 38,775 | ||||||||||||||
| Silver ounces produced | 6,131,881 | 4,377,847 | 3,391,530 | ||||||||||||||
| Gold ounces sold | 60,612 | 38,345 | 38,449 | ||||||||||||||
| Silver ounces sold | 6,077,114 | 4,389,378 | 3,339,780 | ||||||||||||||
CAS per gold ounce(2) | $ | 1,587 | $ | 1,693 | $ | 2,138 | |||||||||||
CAS per silver ounce(2) | $ | 18.58 | $ | 20.43 | $ | 26.67 | |||||||||||
(1)During the year ended December 31, 2025, 23.1 million and 7.1 million tonnes of crushed ore and DTP material, respectively, were placed on the new leach pad. During the year ended December 31, 2024, 19.5 million and 1.9 million tonnes of ore were placed on the new leach pad and legacy leach pad, respectively
(2)See Non-GAAP Financial Performance Measures.
Year Ended December 31, 2025 compared to Year Ended December 31, 2024
Gold and silver production increased 54% and 40%, respectively, as a result of the completion of the expansion project in March 2024 and subsequent ramp-up in production rates. Ore tonnes crushed during 2025 consisted of approximately 23.1 million tonnes (25.5 million tons) through the crushing circuit and 7.1 million tonnes (7.8 million tons) of direct-to-pad (“DTP”) material. Ore tonnes placed during 2025 totaled 30.3 million tonnes (33.4 million tons), a 42% (8.9 million tonnes) increase from the prior year. Metal sales were $458.0 million, or 22% of Coeur’s metal sales, compared with $215.8 million, or 20% of Coeur’s metal sales. Revenue increased by $242.2 million, or 112%, of which $146.1 million was due to a higher volume of gold and silver production, and $96.1 million was due to higher average realized gold and silver prices. Costs applicable to sales per gold and silver ounce decreased 6% and 9%, respectively, as a result of the increase in ore tonnes placed, lower electrical power and haul truck repair costs and the mix of gold and silver sales which impacted co-production cost allocation. Amortization increased to $69.3 million due to the increase in gold and silver ounces sold and the full year impact of commissioning of the newly expanded crushing circuit in March 2024. Capital expenditures decreased to $65.8 million from $72.7 million due to Rochester expansion project spending in 2024 offset by equipment purchases and capitalized stripping in 2025 related to the construction of a new open pit.
Year Ended December 31, 2024 compared to Year Ended December 31, 2023
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Gold and silver production increased 1% and 29%, respectively, driven by the increased production from the new leach pad. Metal sales were $215.8 million, or 20% of Coeur’s metal sales, compared with $156.0 million, or 19% of Coeur’s metal sales. Revenue increased by $59.8 million, or 38%, of which $30.3 million was due to higher average realized gold and silver prices and $29.5 million was attributable to a higher volume of gold and silver production. Costs applicable to sales per gold and silver ounce decreased 21% and 23%, respectively, as a result of the increase in tonnes placed on the new leach pad, lower maintenance costs and LCM adjustments, and the favorable impact of an increase in estimated recoverable ounces on the legacy leach pad in the first quarter of 2024, partially offset by higher labor, electrical and outside service costs. Amortization increased by $14.9 million to $41.3 million due to higher gold and silver ounces sold, and the commencement of production from the new stage 6 leach pad in mid-September 2023 and the three-stage crushing circuit in March 2024. Capital expenditures decreased to $72.7 million from $263.4 million due to reduced spending related to the expansion project.
Commissioning of Rochester’s new three-stage crushing circuit and truck load-out facility was completed on March 7, 2024 leading to declaration of commercial production and $528 million of construction in process placed into service in the first quarter of 2024. Ore tonnes placed increased 16% quarter-over-quarter to 7.4 million tonnes, including approximately 4.6 million tonnes through the new crushing circuit and placed on the new leach pad.
Kensington
| Year ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Tonnes milled | 692,178 | 634,156 | 591,100 | ||||||||||||||
| Average gold grade (grams/tonne) | 5.2 | 5.1 | 4.9 | ||||||||||||||
| Average recovery rate | 92.0 | % | 91.3 | % | 91.9 | % | |||||||||||
| Gold ounces produced | 106,068 | 95,671 | 84,789 | ||||||||||||||
| Gold ounces sold | 105,682 | 95,361 | 84,671 | ||||||||||||||
CAS per gold ounce(1) | $ | 1,694 | $ | 1,655 | $ | 1,797 | |||||||||||
(1)See Non-GAAP Financial Performance Measures.
Year Ended December 31, 2025 compared to Year Ended December 31, 2024
Gold production increased 11% as a result of 9% higher mill throughput and slightly higher grades. Metal sales were $377.7 million, or 18% of Coeur’s metal sales, compared to $225.1 million, or 21% of Coeur’s metal sales. Revenue increased by $152.6 million, or 68%, of which $115.7 million was due to higher average realized gold prices, and $36.9 million was due to higher volume of gold production. Costs applicable to sales per gold ounce increased 2% as higher production was more than offset by higher maintenance, freight, and royalty costs. Amortization increased to $39.3 million primarily due to an increase in gold ounces sold. Capital expenditures decreased to $65.6 million from $68.7 million due to lower underground development and capitalized exploration, partially offset by the construction of the expanded tailings impoundment.
Year Ended December 31, 2024 compared to Year Ended December 31, 2023
Gold production increased 13% as a result of a 7% increase in grade and higher mill throughput. Metal sales were $225.1 million, or 21% of Coeur’s metal sales, compared to $162.5 million, or 20% of Coeur’s metal sales. Revenue increased by $62.7 million, or 39%, of which $37.5 million was due to higher average realized gold prices and $25.2 million resulting from a higher volume of gold production. Costs applicable to sales per gold ounce decreased 8% due to higher production, and lower labor and diesel costs, partially offset by higher outside service and royalty costs. Amortization increased by $2.3 million to $28.2 million primarily due to an increase in gold ounces sold. Capital expenditures increased to $68.7 million from $53.3 million reflecting continued investment associated with the multi-year underground development and exploration program designed to extend and enhance the mine life, which began in 2022 and is expected to be completed in 2025, as well as underground development and tailings dam expansion expenditures.
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Wharf
| Year ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Tonnes placed | 3,757,245 | 4,539,495 | 4,303,204 | ||||||||||||||
| Average gold grade (grams/tonne) | 0.9 | 1.1 | 0.9 | ||||||||||||||
| Gold ounces produced | 97,327 | 98,042 | 93,502 | ||||||||||||||
| Silver ounces produced | 135,722 | 232,013 | 267,786 | ||||||||||||||
| Gold ounces sold | 96,764 | 98,327 | 93,348 | ||||||||||||||
| Silver ounces sold | 133,970 | 232,728 | 266,156 | ||||||||||||||
CAS per gold ounce(1) | $ | 1,155 | $ | 935 | $ | 1,159 | |||||||||||
(1)See Non-GAAP Financial Performance Measures.
Year Ended December 31, 2025 compared to Year Ended December 31, 2024
Gold production decreased 1% driven by lower grade material placed on the pads and the timing of recoveries. Ore tonnes placed during the fourth quarter were impacted following a fire incident at the tertiary crusher which occurred during regularly scheduled maintenance. The tertiary crusher sustained damage to conveyor belts and electrical system components which will require replacement, but the site is partially mitigating reduced crushing capacity by adding temporary crushing capacity. Detailed engineering for the replacement crusher has been completed and a new tertiary crushing system is planned to be installed and commissioned during the second quarter of 2026. Production is expected to progressively increase throughout the year as permanent crushing capacity is restored. Production is expected to progressively increase throughout the year as permanent crushing capacity is restored. Metal sales were $339.2 million, or 16% of Coeur’s metal sales, compared to $234.0 million, or 22% of Coeur’s metal sales. Revenue increased by $105.2 million, or 45%, of which $114.4 million was due to higher average realized gold prices, partially offset by $9.2 million due to lower gold production. Costs applicable to sales per gold ounce increased 24% due to lower grade ore tonnes placed and higher labor and royalty costs. Amortization decreased to $6.6 million due to the decrease in gold ounces mined. Capital expenditures increased to $17.8 million from $7.2 million as a result of the construction of a water treatment facility, capitalized exploration, and mining equipment purchases.
Year Ended December 31, 2024 compared to Year Ended December 31, 2023
Gold production increased 5% driven by higher tonnes placed and grade placed on the pads, and timing of recoveries. Metal sales were $234.0 million, or 22% of Coeur’s metal sales, compared to $189.5 million, or 23% of Coeur’s metal sales. Revenue increased by $44.5 million, or 23%, of which $33.9 million attributable to higher average realized gold prices and $10.6 million was due to a higher gold production. Costs applicable to sales per gold ounce decreased 19% due to higher tonnes and grade placed on the pads, and lower diesel costs, partially offset by higher royalties, labor and outside service costs. Amortization remained comparable at $6.5 million. Capital expenditures increased to $7.2 million from $2.5 million due to the construction of a water treatment facility.
Silvertip
Year Ended December 31, 2025 compared to Year Ended December 31, 2024
Exploration expenses total $31.2 million in 2025 compared to $27.3 million in the prior year. Ongoing carrying costs at Silvertip totaled $10.4 million in 2025 and $8.5 million in the prior year. Capital expenditures in 2025 totaled $7.1 million compared to $3.6 million in the prior year.
Year Ended December 31, 2024 compared to Year Ended December 31, 2023
Exploration expense totaled $27.3 million in 2024 as the Company continued to focus on expanding the mineral resources at Silvertip, which were supported by 461 meters of underground mine development. Ongoing carrying costs at Silvertip totaled $8.5 million in 2024 compared to $15.6 million in 2023. Capital expenditures in 2024 totaled $3.6 million.
Liquidity and Capital Resources
At December 31, 2025, the Company had $555.7 million of cash, cash equivalents and restricted cash and $399.5 million available under the RCF. Future borrowing under the RCF may be subject to certain financial covenants. Cash and cash equivalents increased $498.5 million in the year ended December 31, 2025 due to the cash acquired in the SilverCrest Transaction of $103.7 million, the sale of SilverCrest acquired bullion and metal inventory for $72.0 million, a 24% and 59%
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increase in gold and silver ounces sold, respectively, (includes $421.4 million of post-acquisition sales at Las Chispas), and a 45% and 43% increase in average realized gold and silver prices, respectively. This was partially offset by RCF net repayments of $195.0 million, transaction cost related payments of $21.6 million, income and mining tax payments of $178.5 million, full repayment of outstanding prepayment agreement balances at Rochester, Kensington and Wharf, $221.2 million of capital expenditures, and the second payment of $10.0 million related to the acquisition of mining concessions at Palmarejo.
We currently believe we have sufficient sources of funding to meet our business requirements for the next twelve months and longer term. We expect to use cash provided by operating activities to fund near term capital requirements, including those described in this Report for our 2026 capital expenditure guidance, and to repurchase shares pursuant to the Company’s $75.0 million share repurchase program (the “Program”). The acquisition of SilverCrest included acquiring a significant amount of cash and gold and silver bullion, which was used along with our cash provided by operating activities to repay all borrowings under the RCF. Our longer-term plans contemplate continued exploration to extend the mine lives at our operating sites, reduction of debt, and additional investment to determine the viability of the Silvertip project. Our long-term target leverage ratio of Net Debt to the Last Twelve Months Adjusted EBITDA is 0.0 times Adjusted EBITDA. Our current net leverage ratio is (0.2) times Adjusted EBITDA as of December 31, 2025.
We also have additional obligations as part of our ordinary course of business, beyond those committed for capital expenditures and other purchase obligations and commitments for purchases of goods and services.
If and to the extent liquidity resources are insufficient to support short- and long-term expenditures, we may need to incur additional indebtedness or issue additional equity securities, among other financing options, which may not be available on acceptable terms or at all. This could have a material adverse impact on the Company, as discussed in more detail under “Item 1A – Risk Factors”.
Cash Provided by Operating Activities
Net cash provided by operating activities for the year ended December 31, 2025 was $886.9 million, compared to $174.2 million for the year ended December 31, 2024. Adjusted EBITDA for the year ended December 31, 2025 was $1,025.8 million, compared to $339.2 million for the year ended December 31, 2024 (see “Non-GAAP Financial Performance Measures”). Net cash provided by operating activities was impacted by the following key factors for the applicable periods:
| Year Ended December 31, | |||||||||||||||||
| In thousands | 2025 | 2024 | 2023 | ||||||||||||||
| Cash flow before changes in operating assets and liabilities | $ | 771,557 | $ | 162,359 | $ | 58,827 | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||||||||
| Receivables | (6,688) | (504) | 933 | ||||||||||||||
| Prepaid expenses and other | 72,634 | 2,777 | (461) | ||||||||||||||
| Inventories | (51,798) | (69,640) | (47,592) | ||||||||||||||
| Accounts payable and accrued liabilities | 101,174 | 79,242 | 55,581 | ||||||||||||||
| Cash provided by operating activities | $ | 886,879 | $ | 174,234 | $ | 67,288 | |||||||||||
Net cash provided by operating activities increased $712.6 million for the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily due to a 24% and 59% increase in gold and silver ounces sold (includes $421.4 million of post-acquisition sales at Las Chispas), a 45% and 43% increase in average realized gold and silver prices, respectively, the sale of SilverCrest acquired bullion and metal inventory for $72.0 million, lower interest expense, and lower ore placed on leach pads at Wharf. This was partially offset by full repayment of outstanding prepayment agreement balances at Rochester, Kensington and Wharf, higher general and administrative and exploration expenses, income and mining tax payments of $178.5 million compared to $45.1 million in 2024, and timing of VAT collections at Palmarejo and Las Chispas and sales receipts at Kensington. Revenue for the year ended December 31, 2025 compared to the year ended December 31, 2024 increased by $1,016.1 million, of which $471.1 million was due to higher average realized gold and silver prices, $123.6 million was due to higher volume of gold and silver sales, and $421.4 million was due to post-acquisition sales at Las Chispas.
Net cash provided by operating activities increased $106.9 million for the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily due to a 8% and 13% increase in gold and silver ounces sold, respectively, a 18% and 15% increase in average realized gold and silver prices, respectively, partially offset by higher ore placed on leach pads at Rochester and Wharf, lower prepaid revenue at Kensington and increased exploration, general and administrative, interest and income and mining tax expense. Revenue for the year ended December 31, 2024 compared to the year ended December 31, 2023 increased by $232.8 million, of which $142.5 million was the result of higher average gold and silver prices and $90.3 million was due to higher volume of gold sales.
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Cash Used in Investing Activities
Net cash used in investing activities in the year ended December 31, 2025 was $127.8 million compared to $193.5 million in the year ended December 31, 2024. Cash used in investing activities decreased due to the cash acquired in the SilverCrest Transaction of $103.7 million, partially offset by post-acquisition capital expenditures at Las Chispas. The Company incurred capital expenditures of $221.2 million in the year ended December 31, 2025 compared with $183.2 million in the year ended December 31, 2024 primarily related to post-acquisition underground development, and equipment purchases at Las Chispas, underground development at Palmarejo and Kensington, expanded tailings impoundment at Kensington and the construction of a water treatment facility at Wharf in both periods.
Net cash used in investing activities in the year ended December 31, 2024 was $193.5 million compared to $303.7 million in the year ended December 31, 2023. Cash used in investing activities decreased due to lower spending on capital expenditures at Rochester. There were fewer net proceeds on the sale of investments including $39.8 million received from the sale of the Company’s remaining Victoria Gold Common Shares, net proceeds of $7.0 million received from the sale of the La Preciosa Deferred Consideration and $5.0 million received from the sale of the La Preciosa project in 2023 compared to the initial payment of $10.0 million due at closing for the $25.0 million acquisition of mining concessions at Palmarejo in 2024. The Company incurred capital expenditures of $183.2 million in the year ended December 31, 2024 compared with $364.6 million in the year ended December 31, 2023 primarily related to expansion construction and ramp-up activities at Rochester and underground development and exploration at Palmarejo and Kensington in both periods.
Cash Provided by (Used in) Financing Activities
Net cash used in financing activities in the year ended December 31, 2025 was $260.6 million compared to net cash provided by financing activities of $13.9 million in the year ended December 31, 2024. During the year ended December 31, 2025, the Company repaid $195.0 million, net, under the RCF, repurchased $9.6 million of common stock in connection with the Company’s Program, and prepaid $25.6 million in finance leases at Rochester and Kensington. During the year ended December 31, 2024, the Company received net proceeds of $23.7 million from the sale of 7.7 million shares of its common stock in the Private Placement Offering, and drew $20.0 million, net, from the RCF.
Net cash provided by financing activities in the year ended December 31, 2024 was $13.9 million compared to $236.1 million in the year ended December 31, 2023. During the year ended December 31, 2024, the Company received net proceeds of $23.7 million from the sale of 7.7 million shares of its common stock in the Private Placement Offering, and drew $20.0 million, net, from the RCF. During the year ended December 31, 2023, the Company drew $95.0 million, net, under the RCF, received aggregate net proceeds of $147.7 million from the sale of 54.6 million shares of its common stock in the March 2023 Equity Offering and September 2023 Equity Offering, and received net proceeds of $20.9 million from the sale of 8.3 million shares of its common stock in the Private Placement Offering.
On May 27, 2025, the Company announced the $75.0 million share repurchase program (the “Program”), effective through May 31, 2026. Under the Program, repurchases may be carried out from time to time through opportunistic open-market purchases or by other means in amounts and at prices that Coeur deems appropriate, subject to market and business conditions, applicable legal requirements and other considerations. On June 11, 2025, the Company entered into a 10b-18 share repurchase agreement (the “10b-18 Agreement”) and an issuer securities repurchase 10b5-1 plan (the “Company 10b5-1 Plan”) with BMO Capital Markets Corp. as the Company’s broker. On August 8, 2025, the Company and BMO Capital Markets Corp. amended the Company 10b5-1 Plan to modify certain terms of the arrangement (the “First Modified Company 10b5-1 Plan”). On November 12, 2025, the Company and BMO Capital Markets Corp. further amended the First Modified Company 10b5-1 Plan (the “Second Modified Company 10b5-1 Plan”). Pursuant to its terms, the Second Modified Company 10b5-1 Plan terminated on December 12, 2025.
The following table summarizes repurchases made pursuant to the 10b-18 Agreement in the three months and year ended December 31, 2025:
| Three Months Ended December 31, | Year Ended December 31, | |||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||
| Shares repurchased | 145,929 | — | 814,129 | — | ||||||||||
| Cost of shares (in thousands) | $ | 2,287 | — | $ | 9,625 | — | ||||||||
| Average price paid per share | $ | 15.67 | — | $ | 11.82 | — | ||||||||
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Critical Accounting Policies and Accounting Developments
Listed below are the accounting policies that we believe are critical to our financial statements due to the degree of uncertainty regarding the estimates and assumptions involved and the magnitude of the asset, liability, revenue, and expense being reported. For a discussion of recent accounting pronouncements, see Note 2 -- Summary of Significant Accounting Policies in the notes to the Consolidated Financial Statements.
Revenue Recognition
The Company produces doré and concentrate that is shipped to third-party refiners and smelters, respectively, for processing. The Company enters into contracts to sell its metal to various third-party customers which may include the refiners and smelters that process the doré and concentrate. The Company’s performance obligation in these transactions is generally the transfer of metal to the customer.
In the case of doré shipments, the Company generally sells refined metal at market prices agreed upon by both parties. The Company also has the right, but not the obligation, to sell a portion of the anticipated refined metal in advance of being fully refined. When the Company sells refined metal or advanced metal, the performance obligation is satisfied when the metal is delivered to the customer. Revenue and Costs Applicable to Sales are recorded on a gross basis under these contracts at the time the performance obligation is satisfied.
Under the Company’s concentrate sales contracts with third-party smelters, metal prices are set on a specified future quotational period, typically one to three months after the shipment date, based on market prices. When the Company sells gold concentrate to the third-party smelters, the performance obligation is satisfied when risk of loss is transferred to the customer. The contracts, in general, provide for provisional payment based upon provisional assays and historical metal prices. Final settlement is based on the applicable price for the specified future quotational period and generally occurs three to six months after shipment. The Company’s provisionally priced sales contain an embedded derivative that is required to be separated from the host contract for accounting purposes. The host contract is the receivable from the sale of concentrates measured at the forward price at the time of sale. The embedded derivative does not qualify for hedge accounting and is adjusted to fair value through revenue each period until the date of final metal settlement.
The Company also sells concentrate under off-take agreements to third-party customers that are responsible for arranging the smelting of the concentrate. Prices can either be fixed or based on a quotational period. The quotational period varies by contract, but is generally a one-month period following the shipment of the concentrate. The performance obligation is satisfied when risk of loss is transferred to the customer.
The Company recognizes revenue from concentrate sales, net of treatment and refining charges, when it satisfies the performance obligation of transferring control of the concentrate to the customer.
For doré and off-take sales, the Company may incur a finance charge related to advance sales that is not considered significant and, as such, is not considered a separate performance obligation. In addition, the Company has elected to treat freight costs as a fulfillment cost under ASC 606 and not as a separate performance obligation.
The Company’s gold stream agreement with Franco-Nevada provided for a $22.0 million deposit paid by Franco-Nevada in exchange for the right and obligation, commencing in 2016, to purchase 50% of a portion of Palmarejo gold production at the lesser of $800 or market price per ounce. Because there is no minimum obligation associated with the deposit, it is not considered financing, and each shipment is considered to be a separate performance obligation. The stream agreement represents a contract liability under ASC 606, which requires the Company to ratably recognize a portion of the deposit as revenue for each gold ounce delivered to Franco-Nevada.
Estimates
The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of its financial statements, the allocation of fair value to assets and liabilities assumed in connection with business combinations, the reported amounts of revenue and expenses during the reporting period, and mined reserves. There can be no assurance that actual results will not differ from those estimates. There are a number of uncertainties inherent in estimating quantities of reserves, including many factors beyond the Company’s control. Mineral reserve estimates are based upon engineering evaluations of samplings of drill holes and other openings. These estimates involve assumptions regarding future silver and gold prices, mine geology, mining methods and the related costs to develop and mine the reserves. Changes in these assumptions could result in material adjustments to the Company’s reserve estimates. The Company uses reserve estimates in determining the units-of-production amortization and evaluating mine assets for potential impairment. For a discussion of estimates and assumptions used by management that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of its financial statements, the reported amounts of revenue
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and expenses during the reporting period, and mined reserves, see Note 2 -- Summary of Significant Accounting Policies in the notes to the Consolidated Financial Statements.
Amortization
The Company amortizes its property, plant, and equipment, mining properties, and mine development using the units-of-production method over the estimated life of the ore body generally based on its proven and probable reserves or the straight-line method over the useful life, whichever is shorter. The accounting estimates related to amortization are critical accounting estimates because (1) the determination of reserves involves uncertainties with respect to the ultimate geology of its reserves and the assumptions used in determining the economic feasibility of mining those reserves and (2) changes in estimated proven and probable reserves and asset useful lives can have a material impact on net income.
Impairment of Long-lived Assets
We review and evaluate our long-lived assets for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Asset impairment is considered to exist if the total estimated undiscounted pretax future cash flows are less than the carrying amount of the asset. In estimating future cash flows, assets are grouped at the lowest level for which there is identifiable cash flows that are largely independent of future cash flows from other asset groups. An impairment loss is measured by discounted estimated future cash flows, and recorded by reducing the asset's carrying amount to fair value. Future cash flows are estimated based on estimated quantities of recoverable minerals, expected gold and silver prices (considering current and historical prices, trends and related factors), production levels, operating costs, capital requirements and reclamation costs, all based on life-of-mine plans.
Existing proven and probable reserves and value beyond proven and probable reserves, including mineralization other than proven and probable reserves, are included when determining the fair value of mine site asset groups at acquisition and, subsequently, in determining whether the assets are impaired. The term “recoverable minerals” refers to the estimated amount of gold and silver that will be obtained after taking into account losses during ore processing and treatment. Estimates of recoverable minerals from exploration stage mineral interests are risk adjusted based on management’s relative confidence in such materials. The ability to achieve the estimated quantities of recoverable minerals from exploration stage mineral interests involves further risks in addition to those risk factors applicable to mineral interests where proven and probable reserves have been identified, due to the lower level of confidence that the identified mineral reserves and resources could ultimately be mined economically. Assets classified as exploration potential have the highest level of risk that the carrying value of the asset can be ultimately realized, due to the still lower level of geological confidence and economic modeling.
Gold and silver prices are volatile and affected by many factors beyond the Company’s control, including prevailing interest rates and returns on other asset classes, expectations regarding inflation, speculation, currency values, governmental decisions regarding precious metals stockpiles, global and regional demand and production, political and economic conditions and other factors that may affect the key assumptions used in the Company’s impairment testing. Various factors could impact our ability to achieve forecasted production levels from proven and probable reserves. Additionally, production, capital and reclamation costs could differ from the assumptions used in the cash flow models used to assess impairment. Actual results may vary from the Company’s estimates and result in additional Impairment of Long-lived Assets.
Ore on Leach Pads
The heap leach process extracts silver and gold by placing ore on an impermeable pad and applying a diluted cyanide solution that dissolves a portion of the contained silver and gold, which are then recovered in metallurgical processes.
The Company uses several integrated steps to scientifically measure the metal content of ore placed on the leach pads. As the ore body is drilled in preparation for the blasting process, samples are taken of the drill residue which are assayed to determine estimated quantities of contained metal. The Company then processes the ore through crushing facilities where the output is again weighed and sampled for assaying. A metallurgical reconciliation with the data collected from the mining operation is completed with appropriate adjustments made to previous estimates. The crushed ore is then transported to the leach pad for application of the leaching solution. As the leach solution is collected from the leach pads, it is continuously sampled for assaying. The quantity of leach solution is measured by flow meters throughout the leaching and precipitation process. After precipitation, the product is converted to doré at the Rochester mine and a form of gold electrolytic cathodic sludge at the Wharf mine, representing the final product produced by each mine. The inventory is stated at lower of cost or net realizable value, with cost being determined using a weighted average cost method.
The historical cost of metal expected to be extracted within 12 months is classified as current and the historical cost of metals contained within the broken ore expected to be extracted beyond 12 months is classified as non-current. Ore on leach pads is valued based on actual production costs incurred to produce and place ore on the leach pad, less costs allocated to minerals recovered through the leach process.
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The estimate of both the ultimate recovery expected over time and the quantity of metal that may be extracted relative to the time the leach process occurs requires the use of estimates, which are inherently inaccurate due to the nature of the leaching process. The quantities of metal contained in the ore are based upon actual weights and assay analysis. The rate at which the leach process extracts gold and silver from the crushed ore is based upon laboratory testing and actual experience of more than 20 years of leach pad operations at the Rochester mine and 30 years of leach pad operations at the Wharf mine. The assumptions used by the Company to measure metal content during each stage of the inventory conversion process includes estimated recovery rates based on laboratory testing and assaying. The Company periodically reviews its estimates compared to actual experience and revises its estimates when appropriate. The ultimate recovery will not be known until leaching operations cease. Variations between actual and estimated quantities resulting from changes in assumptions and estimates that do not result in write-downs to net realizable value are accounted for on a prospective basis. There are five reusable heap leach pads (load/offload) used at Wharf. Each pad goes through an approximate 24-month process of loading of ore, leaching and offloading which includes a neutralization and denitrification process. During the leaching cycle of each pad, revised estimated recoverable ounces for each of the pads may result in an upward or downward revision from time to time, which generally have not been significant. Updated recoverable ounce estimates are considered a change in estimate and are accounted for prospectively. As of December 31, 2025, the Company’s combined estimated recoverable ounces of gold and silver on the leach pads were 64,482 and 8.9 million, respectively.
Goodwill
Goodwill represents the excess of the purchase price over the estimated fair value of the net assets acquired in a business acquisition. Goodwill is allocated to reporting units and tested for impairment annually as of December 31 and when events or changes in circumstances indicate that the carrying value of a reporting unit exceeds its fair value. The Las Chispas mine is considered a distinct reporting unit for purposes of goodwill impairment testing. Based on the December 31, 2025 review, the Company concluded that Goodwill was not impaired.
The Company may elect to perform a qualitative assessment to determine if it is more likely than not that the fair value exceeds the carrying value. If the Company determines that it is more likely than not that the fair value is less than the carrying value, a quantitative goodwill impairment test is performed to determine the fair value of the reporting unit. The fair value of a reporting unit is determined using either the income approach utilizing estimates of discounted future cash flows or the market approach utilizing recent transaction activity for comparable properties. These approaches are considered Level 3 fair value measurements. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit.
When the income approach is utilized to determine fair value, the estimated cash flows used to assess the fair value of a reporting unit are derived from the Company’s current business plans, which are developed using short-term price forecasts reflective of the current price environment and management’s projections for long-term average metal prices. In addition to short- and long-term metal price assumptions, other assumptions include estimates of operating costs; proven and probable mineral reserves estimates, including the timing and cost to develop and produce the reserves; value beyond proven and probable estimates; estimated future closure costs; the use of appropriate discount rates; and applicable U.S. dollar long-term exchange rates. See Item 7A, Quantitative and Qualitative Disclosures About Market Risk.
Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors. For testing purposes of our reporting units, management's best estimates of the expected future results are the primary driver in determining the fair value. However, there can be no assurance that the estimates and assumptions made for purposes of the goodwill impairment tests will prove to be an accurate prediction of the future. Examples of events or circumstances that could reasonably be expected to negatively affect the underlying key assumptions and ultimately impact the estimated fair value of our reporting units include, but are not limited to, such items as: (i) a decrease in forecasted production levels if we are unable to realize the mineable reserves, resources and exploration potential at our mining properties and extend the life of mine (ii) increased production or capital costs (iii) adverse changes in macroeconomic conditions including the market price of metals and changes in the equity and debt markets or country-specific factors which could result in higher discount rates, (iv) significant unfavorable changes in tax rates including increased corporate income or mining tax rates, and (v) negative changes in regulation, legislation, and political environments which could impact our ability to operate in the future. See Note 2 to the Consolidated Financial Statements for further information regarding goodwill.
Reclamation
The Company recognizes obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. The fair value of a liability for an asset retirement obligation will be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The fair value of the liability is added to the carrying amount of the associated asset and this additional carrying amount is depreciated over the life of the asset. An accretion cost, representing the increase over time in the present value of the liability, is recorded each period in Pre-development, Reclamation, and Other.
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As reclamation work is performed or liabilities are otherwise settled, the recorded amount of the liability is reduced. Future remediation costs for inactive mines are accrued based on management’s best estimate at the end of each period of the discounted costs expected to be incurred at the site. Such cost estimates include, where applicable, ongoing care and maintenance and monitoring costs. Changes in estimates are reflected in earnings in the period an estimate is revised. See Note 10 -- Reclamation in the notes to the Consolidated Financial Statements for additional information.
Derivatives
The Company is exposed to various market risks, including the effect of changes in metal prices and interest rates, and uses derivatives to manage financial exposures that occur in the normal course of business. The Company may elect to designate certain derivatives as hedging instruments under U.S. GAAP.
The Company, from time to time, uses derivative contracts to protect the Company’s exposure to fluctuations in metal prices. The Company has elected to designate these instruments as cash flow hedges of forecasted transactions at their inception. Assuming normal market conditions, the change in the market value of such derivative contracts has historically been, and is expected to continue to be, highly effective at offsetting changes in price movements of the hedged item. The effective portions of cash flow hedges are recorded in Accumulated other comprehensive income (loss) until the hedged item is recognized in earnings. Deferred gains and losses associated with cash flow hedges of revenue from metal sales are recognized as a component of Revenue in the same period as the related sale is recognized. Deferred gains and losses associated with cash flow hedges of foreign currency transactions are recognized as a component of Costs applicable to sales or Predevelopment, reclamation and other in the same period the related expenses are incurred.
For derivatives not designated as hedging instruments, the Company recognizes derivatives as either assets or liabilities on the balance sheet and measures those instruments at fair value. Changes in the value of derivative instruments not designated as hedging instruments are recorded each period in the Consolidated Statement of Comprehensive Income (Loss) in Fair value adjustments, net or Revenue. Management applies judgment in estimating the fair value of instruments that are highly sensitive to assumptions regarding commodity prices, market volatilities, and foreign currency exchange rates. See Note 14 -- Derivative Financial Instruments and Hedging Activities for additional information.
Income and Mining Taxes
The Company accounts for income taxes in accordance with the guidance of ASC 740. The Company’s annual tax rate
is based on income, statutory tax rates in effect and tax planning opportunities available to us in the various jurisdictions in which the Company operates. Significant judgment is required in determining the annual tax expense, current tax assets and liabilities, deferred tax assets and liabilities, and our future taxable income, both as a whole and in various tax jurisdictions, for purposes of assessing our ability to realize future benefit from our deferred tax assets. Actual income taxes could vary from these estimates due to future changes in income tax law, significant changes in the jurisdictions in which we operate or unpredicted results from the final determination of each year’s liability by taxing authorities.
The Company’s deferred income taxes reflect the impact of temporary differences between the reported amounts of assets and liabilities for financial reporting purposes and such amounts measured by tax laws and regulations. In evaluating the realizability of the deferred tax assets, management considers both positive and negative evidence that may exist, such as earnings history, reversal of taxable temporary differences, forecasted operating earnings and available tax planning strategies in each tax jurisdiction. A valuation allowance may be established to reduce our deferred tax assets to the amount that is considered more likely than not to be realized through the generation of future taxable income and other tax planning strategies.
The Company has asserted a partial indefinite reinvestment of earnings from its Mexican operations as determined by management’s judgment about and intentions concerning the future operations of the Company. The Company does not record a U.S. deferred tax liability for foreign earnings that meet the indefinite reversal criteria. See Note 11 -- Income and Mining Taxes for further discussion on our assertion.
The Company’s operations may involve dealing with uncertainties and judgments in the application of complex tax regulations in multiple jurisdictions. The final taxes paid are dependent upon many factors, including negotiations with taxing authorities in various jurisdictions and resolution of disputes arising from federal, state, and international tax audits. The Company recognizes potential liabilities and records tax liabilities for anticipated tax audit issues in the United States and other tax jurisdictions based on its estimate of whether, and the extent to which, additional taxes will be due. The Company adjusts these reserves in light of changing facts and circumstances, such as the progress of a tax audit; however, due to the complexity of some of these uncertainties, the ultimate resolution could result in a payment that is materially different from our current estimate of the tax liabilities. These differences will be reflected as increases or decreases to income tax expense in the period which they are determined. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense.
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Other Liquidity Matters
We believe that our liquidity and capital resources in the U.S. are adequate to fund our U.S. operations and corporate activities. The Company has asserted a partial indefinite reinvestment of earnings from its Mexican operations as determined by management’s judgment about, and intentions concerning, the future operations of the Company. The Company does not believe that the amounts reinvested will have a material impact on liquidity.
In order to reduce indebtedness, fund future cash interest payments and/or amounts due at maturity or upon redemption and for general working capital purposes, from time to time we may (1) issue equity securities for cash in public or private offerings or (2) repurchase certain of our debt securities for cash or in exchange for other securities, which may include secured or unsecured notes or equity, in each case in open market or privately negotiated transactions. We evaluate any such transactions in light of prevailing market conditions, liquidity requirements, contractual restrictions, and other factors. The amounts involved may be significant and any debt repurchase transactions may occur at a substantial discount to the debt securities’ face amount.
Non-GAAP Financial Performance Measures
Non-GAAP financial measures are intended to provide additional information only and do not have any standard meaning prescribed by generally accepted accounting principles (“GAAP”). Unless otherwise noted, we present the Non-GAAP financial measures in the tables below. These measures should not be considered in isolation or as a substitute for performance measures prepared in accordance with GAAP.
Adjusted Net Income
Management uses Adjusted net income to evaluate the Company’s operating performance, and to plan and forecast its operations. The Company believes the use of Adjusted net income reflects the underlying operating performance of our core mining business and allows investors and analysts to compare results of the Company to similar results of other mining companies. Management’s determination of the components of Adjusted net income is evaluated periodically and is based, in part, on a review of non-GAAP financial measures used by mining industry analysts. The tax effect of adjustments are based on statutory tax rates and the Company’s tax attributes, including the impact through the Company’s valuation allowance. The combined effective rate of tax adjustments may not be consistent with the statutory tax rates or the Company’s effective tax rate due to jurisdictional tax attributes and related valuation allowance impacts which may minimize the tax effect of certain adjustments and may not apply to gains and losses equally. Adjusted net income is reconciled to Net income in the following table:
| Year Ended December 31, | |||||||||||||||||
| In thousands except per share amounts | 2025 | 2024 | 2023 | ||||||||||||||
| Net income (loss) | $ | 585,872 | $ | 58,900 | $ | (103,612) | |||||||||||
| Fair value adjustments, net | 342 | — | (3,384) | ||||||||||||||
Foreign exchange loss (gain)(1) | 42,040 | (4,448) | 1,994 | ||||||||||||||
| Loss on sale of assets | 698 | 4,250 | 25,197 | ||||||||||||||
| RMC bankruptcy distribution | (37) | (1,294) | (1,516) | ||||||||||||||
| (Gain) loss on debt extinguishment | 113 | (417) | (3,437) | ||||||||||||||
| Transaction costs | 26,409 | 8,517 | — | ||||||||||||||
| Kensington royalty settlement | (66) | 7,369 | 469 | ||||||||||||||
| Wage and Hour Litigation settlement | 7,059 | — | — | ||||||||||||||
| Mexico arbitration matter | 2,950 | 3,612 | 2,803 | ||||||||||||||
| Flow-through share premium | (808) | (5,563) | (2,284) | ||||||||||||||
| Interest income | — | — | (187) | ||||||||||||||
| Legacy crusher non-operating costs | — | — | 4,013 | ||||||||||||||
| COVID-19 | — | 11 | 111 | ||||||||||||||
Valuation allowance and tax effect of adjustments(2) | (171,211) | (820) | 1,785 | ||||||||||||||
| Adjusted net income (loss) | $ | 493,361 | $ | 70,117 | $ | (78,048) | |||||||||||
| Adjusted net income (loss) per share, Basic | $ | 0.81 | $ | 0.18 | $ | (0.23) | |||||||||||
| Adjusted net income (loss) per share, Diluted | $ | 0.80 | $ | 0.18 | $ | (0.23) | |||||||||||
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(1) Includes the impact of foreign exchange rates on deferred tax balances of $43.5 million, $0.3 million and $1.5 million for the years ended December 31, 2025, 2024 and 2023.
(2) For the year ended December 31, 2025, tax effect of adjustments of $171.2 million (-467%) are primarily related to the release of the valuation allowance against U.S. net deferred tax assets of $162.0million, the wage and hour litigation settlement, and transaction costs at Corporate. For the year ended December 31, 2024, tax effect of adjustments of $(0.8) million (-5%) are primarily related to the RMC bankruptcy distribution, and nonrecurring expenses at Palmarejo. For the year ended December 31, 2023, tax effect of adjustments of $1.8 million (8%) is primarily related to the loss on the sale of the La Preciosa Deferred Consideration.
EBITDA and Adjusted EBITDA
Management uses EBITDA to evaluate the Company’s operating performance, to plan and forecast its operations, and assess leverage levels and liquidity measures. The Company believes the use of EBITDA reflects the underlying operating performance of our core mining business and allows investors and analysts to compare results of the Company to similar results of other mining companies. Adjusted EBITDA is the basis of a measure used in the indenture governing the 2029 Senior Notes and the RCF to determine our ability to make certain payments and incur additional indebtedness. EBITDA and Adjusted EBITDA do not represent, and should not be considered an alternative to, Net income (Loss) or Cash Flow from Operations as determined under GAAP. Other companies may calculate Adjusted EBITDA differently and those calculations may not be comparable to our presentation. Adjusted EBITDA is reconciled to Net income (loss) in the following table:
| Year Ended December 31, | |||||||||||||||||
| In thousands | 2025 | 2024 | 2023 | ||||||||||||||
| Net income | $ | 585,872 | $ | 58,900 | $ | (103,612) | |||||||||||
| Interest expense, net of capitalized interest | 30,942 | 51,276 | 29,099 | ||||||||||||||
| Income tax provision | 96,666 | 67,450 | 35,156 | ||||||||||||||
| Amortization | 251,099 | 124,974 | 99,822 | ||||||||||||||
| EBITDA | 964,579 | 302,600 | 60,465 | ||||||||||||||
| Fair value adjustments, net | 342 | — | (3,384) | ||||||||||||||
| Foreign exchange (gain) loss | (1,429) | (4,753) | 459 | ||||||||||||||
| Asset retirement obligation accretion | 19,697 | 16,778 | 16,405 | ||||||||||||||
| Inventory adjustments and write-downs | 6,265 | 8,042 | 43,188 | ||||||||||||||
| Loss on sale of assets | 698 | 4,250 | 25,197 | ||||||||||||||
| RMC bankruptcy distribution | (37) | (1,294) | (1,516) | ||||||||||||||
| (Gain) loss on debt extinguishment | 113 | (417) | (3,437) | ||||||||||||||
| Kensington royalty settlement | (66) | 7,369 | 469 | ||||||||||||||
| Wage and Hour Litigation settlement | 7,059 | — | — | ||||||||||||||
| Mexico arbitration matter | 2,950 | 3,612 | 2,803 | ||||||||||||||
| Flow-through share premium | (808) | (5,563) | (2,284) | ||||||||||||||
| Interest income | — | — | (187) | ||||||||||||||
| Legacy crusher disposal | — | — | 4,013 | ||||||||||||||
| COVID-19 | — | 11 | 111 | ||||||||||||||
| Transaction costs | 26,409 | 8,517 | — | ||||||||||||||
| Adjusted EBITDA | 1,025,772 | 339,152 | 142,302 | ||||||||||||||
Free Cash Flow
Management uses Free Cash Flow as a non-GAAP measure to analyze cash flows generated from operations. Free Cash Flow is Cash Provided By (used in) Operating Activities less Capital expenditures as presented on the Consolidated Statements of Cash Flows. The Company believes Free Cash Flow is also useful as one of the bases for comparing the Company’s performance with its competitors. Although Free Cash Flow and similar measures are frequently used as measures of cash flows generated from operations by other companies, the Company’s calculation of Free Cash Flow is not necessarily comparable to such other similarly titled captions of other companies.
The following table sets forth a reconciliation of Free Cash Flow, a non-GAAP financial measure, to Cash Provided By (used in) Operating Activities, which the Company believes to be the GAAP financial measure most directly comparable to Free Cash Flow.
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| Consolidated | Year Ended December 31, | ||||||||||||||||
| (Dollars in thousands) | 2025 | 2024 | 2023 | ||||||||||||||
| Cash flow from operations | $ | 886,879 | $ | 174,234 | $ | 67,288 | |||||||||||
| Capital expenditures | 221,162 | 183,188 | 364,617 | ||||||||||||||
| Free cash flow | $ | 665,717 | $ | (8,954) | $ | (297,329) | |||||||||||
Operating Cash Flow Before Changes in Working Capital
Management uses Operating Cash Flow Before Changes in Working Capital as a non-GAAP measure to analyze cash flows generated from operations. Operating Cash Flow Before Changes in Working Capital is Cash Provided By (used in) Operating Activities excluding the change in Receivables, Prepaid expenses and other, Inventories and Accounts payable and accrued liabilities as presented on the Consolidated Statements of Cash Flows. The Company believes Operating Cash Flow Before Changes in Working Capital is also useful as one of the bases for comparing the Company’s performance with its competitors. Although Operating Cash Flow Before Changes in Working Capital and similar measures are frequently used as measures of cash flows generated from operations by other companies, the Company’s calculation of Operating Cash Flow Before Changes in Working Capital is not necessarily comparable to such other similarly titled captions of other companies.
The following table sets forth a reconciliation of Operating Cash Flow Before Changes in Working Capital, a non-GAAP financial measure, to Cash Provided By (used in) Operating Activities, which the Company believes to be the GAAP financial measure most directly comparable to Operating Cash Flow Before Changes in Working Capital.
| Year Ended December 31, | |||||||||||||||||
| (Dollars in thousands) | 2025 | 2024 | 2023 | ||||||||||||||
| Cash provided by operating activities | $ | 886,879 | $ | 174,234 | $ | 67,288 | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||||||||
| Receivables | 6,688 | 504 | (933) | ||||||||||||||
| Prepaid expenses and other | (72,634) | (2,777) | 461 | ||||||||||||||
| Inventories | 51,798 | 69,640 | 47,592 | ||||||||||||||
| Accounts payable and accrued liabilities | (101,174) | (79,242) | (55,581) | ||||||||||||||
| Operating cash flow before changes in working capital | $ | 771,557 | $ | 162,359 | $ | 58,827 | |||||||||||
Net Debt and Leverage Ratio
Management defines Net Debt, a non-GAAP financial measure, as Total Debt less Cash and Cash Equivalents. We define Leverage Ratio, a non-GAAP financial measure, as the ratio of Net Debt to the Last Twelve Months Adjusted EBITDA. Management believes Net Debt and Leverage Ratio are important measures to monitor our financial flexibility and evaluate the strength of our Consolidated Balance Sheets. Net Debt and Leverage Ratio have limitations as analytical tools and may vary from similarly titled measures used by other companies. Net Debt and Leverage Ratio should not be considered in isolation or as a substitute for an analysis of our results prepared and presented in accordance with GAAP.
The following table presents a reconciliation of Total Debt, the most directly comparable financial measure calculated in accordance with GAAP, to Net Debt for each of the periods presented.
| Year ended December 31, | |||||||||||||||||
| (Dollars in thousands) | 2025 | 2024 | 2023 | ||||||||||||||
| Total debt | $ | 340,533 | $ | 590,058 | $ | 545,310 | |||||||||||
| Cash and cash equivalents | (553,597) | (55,087) | (61,633) | ||||||||||||||
| Net (cash) debt | $ | (213,064) | $ | 534,971 | $ | 483,677 | |||||||||||
| Net (cash) debt | $ | (213,064) | $ | 534,971 | $ | 483,677 | |||||||||||
| Last Twelve Months Adjusted EBITDA | $ | 1,025,772 | $ | 339,152 | $ | 142,302 | |||||||||||
| Net Leverage ratio | (0.2) | 1.6 | 3.4 | ||||||||||||||
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Costs Applicable to Sales
Management uses CAS to evaluate the Company’s current operating performance and life of mine performance from discovery through reclamation. We believe these measures assist analysts, investors and other stakeholders in understanding the costs associated with producing gold and silver, as well as assessing our operating performance and ability to generate free cash flow from operations and sustaining production. These measures may not be indicative of operating profit or cash flow from operations as determined under GAAP. Management believes that allocating CAS to gold and silver based on gold and silver metal sales relative to total metal sales best allows management, analysts, investors and other stakeholders to evaluate the operating performance of the Company. Other companies may calculate CAS differently as a result of reflecting the benefit from selling non-silver metals as a by-product credit, converting to silver equivalent ounces, and differences in underlying accounting principles and accounting frameworks such as in IFRS Accounting Standards.
Year Ended December 31, 2025
| In thousands (except metal sales and per ounce amounts) | Las Chispas (1) | Palmarejo | Rochester | Kensington | Wharf | Silvertip | Total | ||||||||||||||||||||||||||||||||||
| Costs applicable to sales, including amortization (U.S. GAAP) | $ | 295,897 | $ | 228,672 | $ | 278,397 | $ | 218,349 | $ | 123,486 | $ | 3,903 | $ | 1,148,704 | |||||||||||||||||||||||||||
| Amortization | (94,213) | (37,015) | (69,283) | (39,295) | (6,558) | (3,903) | (250,267) | ||||||||||||||||||||||||||||||||||
| Costs applicable to sales | $ | 201,684 | $ | 191,657 | $ | 209,114 | $ | 179,054 | $ | 116,928 | $ | — | $ | 898,437 | |||||||||||||||||||||||||||
| Metal Sales | |||||||||||||||||||||||||||||||||||||||||
| Gold ounces | 58,251 | 100,723 | 60,612 | 105,682 | 96,764 | — | 422,032 | ||||||||||||||||||||||||||||||||||
| Silver ounces | 5,445,330 | 6,498,821 | 6,077,114 | 133,970 | — | 18,155,235 | |||||||||||||||||||||||||||||||||||
| Costs applicable to sales | |||||||||||||||||||||||||||||||||||||||||
| Gold ($/oz) | $ | 1,662 | $ | 875 | $ | 1,587 | $ | 1,694 | $ | 1,155 | $ | 1,355 | |||||||||||||||||||||||||||||
| Silver ($/oz) | $ | 19.26 | $ | 15.93 | $ | 18.58 | $ | 17.83 | |||||||||||||||||||||||||||||||||
(1) Includes the impact of the purchase price allocation ascribed to Inventory of $93.5 million.
Year Ended December 31, 2024
| In thousands (except metal sales and per ounce amounts) | Palmarejo | Rochester | Kensington | Wharf | Silvertip | Total | |||||||||||||||||||||||||||||
| Costs applicable to sales, including amortization (U.S. GAAP) | $ | 240,437 | $ | 195,904 | $ | 185,958 | $ | 104,853 | $ | 3,235 | $ | 730,387 | |||||||||||||||||||||||
| Amortization | (44,979) | (41,293) | (28,201) | (6,487) | (3,235) | (124,195) | |||||||||||||||||||||||||||||
| Costs applicable to sales | $ | 195,458 | $ | 154,611 | $ | 157,757 | $ | 98,366 | $ | — | $ | 606,192 | |||||||||||||||||||||||
| Metal Sales | |||||||||||||||||||||||||||||||||||
| Gold ounces | 108,783 | 38,345 | 95,361 | 98,327 | 340,816 | ||||||||||||||||||||||||||||||
| Silver ounces | 6,796,715 | 4,389,378 | 232,728 | — | 11,418,821 | ||||||||||||||||||||||||||||||
| Costs applicable to sales | |||||||||||||||||||||||||||||||||||
| Gold ($/oz) | $ | 898 | $ | 1,693 | $ | 1,655 | $ | 935 | $ | 1,210 | |||||||||||||||||||||||||
| Silver ($/oz) | $ | 14.38 | $ | 20.43 | $ | — | $ | 16.75 | |||||||||||||||||||||||||||
Year Ended December 31, 2023
| In thousands (except metal sales and per ounce amounts) | Palmarejo | Rochester | Kensington | Wharf | Silvertip | Total | |||||||||||||||||||||||||||||
| Costs applicable to sales, including amortization (U.S. GAAP) | $ | 230,018 | $ | 197,663 | $ | 178,564 | $ | 121,351 | $ | 4,018 | $ | 731,614 | |||||||||||||||||||||||
| Amortization | (35,709) | (26,392) | (25,905) | (6,694) | (4,018) | (98,718) | |||||||||||||||||||||||||||||
| Costs applicable to sales | $ | 194,309 | $ | 171,271 | $ | 152,659 | $ | 114,657 | $ | — | $ | 632,896 | |||||||||||||||||||||||
| Metal Sales | |||||||||||||||||||||||||||||||||||
| Gold ounces | 99,043 | 38,449 | 84,671 | 93,348 | 315,511 | ||||||||||||||||||||||||||||||
| Silver ounces | 6,534,469 | 3,339,780 | 266,156 | — | 10,140,405 | ||||||||||||||||||||||||||||||
| Costs applicable to sales | |||||||||||||||||||||||||||||||||||
| Gold ($/oz) | $ | 961 | $ | 2,138 | $ | 1,797 | $ | 1,159 | $ | 1,388 | |||||||||||||||||||||||||
| Silver ($/oz) | $ | 15.17 | $ | 26.67 | $ | — | $ | 19.06 | |||||||||||||||||||||||||||
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Reconciliation of Costs Applicable to Sales for 2026 Guidance
| In thousands (except metal sales and per ounce amounts) | Las Chispas | Palmarejo | Rochester | Kensington | Wharf | ||||||||||||||||||||||||
| Costs applicable to sales, including amortization (U.S. GAAP) | $ | 397,764 | $ | 161,390 | $ | 365,418 | $ | 233,583 | $ | 142,683 | |||||||||||||||||||
| Amortization | (174,548) | (36,491) | (88,753) | (41,722) | (8,965) | ||||||||||||||||||||||||
| Costs applicable to sales | $ | 223,216 | $ | 124,899 | $ | 276,665 | $ | 191,861 | $ | 133,718 | |||||||||||||||||||
| By-product credit | — | — | — | — | (6,132) | ||||||||||||||||||||||||
| Adjusted costs applicable to sales | $ | 223,216 | $ | 124,899 | $ | 276,665 | $ | 191,861 | $ | 127,586 | |||||||||||||||||||
| Metal Sales | |||||||||||||||||||||||||||||
| Gold ounces | 59,521 | 100,000 | 81,143 | 105,137 | 86,868 | ||||||||||||||||||||||||
| Silver ounces | 5,934,277 | 6,796,223 | 7,136,315 | 79,401 | |||||||||||||||||||||||||
| Revenue Split | |||||||||||||||||||||||||||||
| Gold | 34% | 37% | 40% | 100% | 100% | ||||||||||||||||||||||||
| Silver | 66% | 63% | 60% | ||||||||||||||||||||||||||
| Adjusted costs applicable to sales | |||||||||||||||||||||||||||||
| Gold ($/oz) | $750 - $950 | $700 - $900 | $1,350 - $1,550 | $1,750 - $1,950 | $1,400 - $1,600 | ||||||||||||||||||||||||
| Silver ($/oz) | $12.50 - $14.50 | $21.50 - $23.50 | $23.00 - $25.00 | ||||||||||||||||||||||||||
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Item 7A. Quantitative and Qualitative Disclosures About Market Risk
The Company is exposed to various market risks as a part of its operations and engages in risk management strategies to mitigate these risks. The Company continually evaluates the potential benefits of engaging in these strategies based on current market conditions. The Company does not actively engage in the practice of trading derivative instruments for profit. Additional information about the Company’s derivative financial instruments may be found in Note 14 -- Derivative Financial Instruments & Hedging Activities in the notes to the Consolidated Financial Statements. This discussion of the Company’s market risk assessments contains “forward looking statements”. For additional information regarding forward-looking statements and risks and uncertainties that could impact the Company, please refer to “Item 2 - Cautionary Statement Concerning Forward-Looking Statements” in this Report. Actual results and actions could differ materially from those discussed below.
Gold and Silver Prices
Gold and silver prices may fluctuate widely due to numerous factors, such as U.S. dollar strength or weakness, global political and economic conditions, demand, investor sentiment, inflation or deflation, and global mine production. The Company’s profitability and cash flow may be significantly impacted by changes in the market price of gold and silver.
Decreases in the market price of gold and silver can also significantly affect the value of our metal inventory, stockpiles and leach pads, and it may be necessary to record a write-down to the net realizable value, as well as significantly impact our carrying value of long-lived assets.
Net realizable value represents the estimated future sales price based on short-term and long-term metals prices, less estimated costs to complete production and bring the product to sale. The primary factors that influence the need to record write-downs of our stockpiles, leach pads and product inventory include short-term and long-term metals prices and costs for production inputs such as labor, fuel and energy, materials and supplies as well as realized ore grades and recovery rates. The significant assumptions in determining the stockpile, leach pad and metal inventory adjustments at December 31, 2025 included production cost and capitalized expenditure assumptions unique to each operation, a short-term and long-term gold price of $4,135 and $3,361 per ounce, respectively, and a short-term and long-term silver price of $54.73 and $37.74 per ounce, respectively.
The net realizable value measurement involves the use of estimates and assumptions unique to each mining operation regarding current and future operating and capital costs, metal recoveries, production levels, commodity prices, proven and probable reserve quantities, engineering data and other factors. A high degree of judgment is involved in determining such assumptions and estimates and no assurance can be given that actual results will not differ significantly from those estimates and assumptions.
Hedging
To mitigate the risks associated with metal price fluctuations, the Company may enter into option contracts to hedge future production. The Company had forward contracts for gold and silver that settled monthly through June 2024 in order to protect cash flow during the Rochester expansion ramp-up. The contracts were net cash settled and, if the spot price of gold at the time of expiration was lower than the fixed price or higher than the fixed prices, it resulted in a realized gain or loss, respectively. The forward contracts exposed us to (i) credit risk in the form of non-performance by counterparties for contracts in which the contract price is below the spot price of a commodity, and (ii) price risk to the extent that the spot price exceeds the contract price for quantities of our production covered under contract positions. To reduce counter-party credit exposure, the Company entered into contracts with institutions management deems credit-worthy and limits credit exposure to each institution. For additional information, please see the section titled “Item 1A - Risk Factors” in this Report. The Company acquired existing zero cost collar hedges for 1,600 ounces of gold and 200,000 ounces of silver on February 14, 2025 as part of the SilverCrest Transaction that settled monthly through March 2025. The Company had no outstanding gold or silver hedging contracts at December 31, 2025.
Provisional Metal Sales
The Company enters into sales contracts with third-party smelters and refiners which, in some cases, provide for a provisional payment based upon preliminary assays and quoted metal prices. The provisionally priced sales contracts contain an embedded derivative that is required to be separated from the host contract. Depending on the difference between the price at the time of sale and the final settlement price, embedded derivatives are recorded as either a derivative asset or liability. The embedded derivatives do not qualify for hedge accounting and, as a result, are marked to the market gold and silver price at the end of each period from the provisional sale date to the date of final settlement. The mark-to-market gains and losses are recorded in earnings. At December 31, 2025, the Company had outstanding provisionally priced sales of 13,552 ounces of gold
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at an average price of $4,258. Changes in gold prices resulted in provisional pricing mark-to-market loss of $1.5 million during the three months ended December 31, 2025. A 10% change in realized gold prices would cause revenue to vary by $5.8 million.
Foreign Currency
The Company operates, or has mineral interests, in several foreign countries including Canada, Mexico, and New Zealand, which exposes it to foreign currency exchange rate risks. Foreign currency exchange rates are influenced by world market factors beyond the Company’s control, such as supply and demand for U.S. and foreign currencies and related monetary and fiscal policies. Fluctuations in local currency exchange rates in relation to the U.S. dollar may significantly impact profitability and cash flow.
Foreign Exchange Hedging
To manage foreign currency risk, the Company may enter into foreign currency forward exchange contracts. In 2020, the Company entered into foreign currency forward contracts to manage this risk and designated these instruments as cash flow hedges of forecasted foreign denominated transactions. The Company had no outstanding foreign currency forward exchange contracts at December 31, 2025.
Interest Rates
Interest Rate Hedging
The Company may use financial instruments to manage exposures to changes in interest rates on loans, which exposes it to credit risk and market risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes the Company, which creates credit risk for the Company. When the fair value of a derivative contract is negative, the Company owes the counterparty and, therefore, it does not pose credit risk. The Company seeks to minimize the credit risk in derivative instruments by entering into transactions with what it believes are high-quality counterparties. Market risk is the adverse effect on the value of a financial instrument that results from a change in interest rates. The Company had no outstanding interest rate swaps at December 31, 2025.
Investment Risk
Equity Price Risk
The Company’s equity securities were not significant at December 31, 2025.
Item 8. Financial Statements and Supplementary Data
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
Coeur Mining, Inc.
Opinion on the financial statements
We have audited the accompanying consolidated balance sheets of Coeur Mining, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of comprehensive income (loss), changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2025, 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 financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 18, 2026 expressed an unqualified opinion.
Change in accounting principle
As discussed in Note 2 to the consolidated financial statements, the Company has adopted new accounting guidance in 2025 related to income tax disclosures due to the adoption of ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. The adoption was retrospectively applied for all periods presented.
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 financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the 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 financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical audit matters
The critical audit matters communicated below is a matter arising from the current period audit of the financial statements that was 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. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.
Ore on Leach Pads and Long-Term Stockpile
As described further in Notes 2 and 6 to the consolidated financial statements, the Company’s ore on leach pads balance was $277 million, which included $247 million at the Company’s Rochester mine, as of December 31, 2025. The balance was comprised of a current balance of $128 million and a non-current balance of $119 million. The Rochester mine long-term stockpile balance was $42 million as of December 31, 2025. The measurement and valuation of the ore on leach pads and long-term stockpile balances involve significant management estimates and assumptions related to the measurement of metal content of ore placed on the leach pads and long-term stockpile, including estimates pertaining to recovery rates and ore grades. The balances are determined based on actual production costs incurred to produce and place ore on the leach pads and long-term
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stockpile, less costs allocated to minerals recovered through the leach process. The historical cost of metal expected to be extracted within twelve months is classified as current on the balance sheet. We identified the measurement and valuation for the ore on leach pads and long-term stockpile for the Rochester mine as a critical audit matter.
The principal considerations for our determination that the measurement and valuation of the ore on leach pads and long-term stockpile for the Rochester mine is a critical audit matter are that certain management assumptions are complex and have a higher degree of estimation uncertainty and changes in these assumptions could have a significant impact on the balance. In turn, auditing these amounts required significant auditor judgement.
Our audit procedures related to the measurement and valuation of the ore on leach pads and long-term stockpile for the Rochester mine included the following, among others.
•We obtained and tested Rochester’s 2025 roll forward of the estimated ounces and costs added to, and recovered from the Company’s leach pads and stockpile and reconciled the ending amounts of ounces and costs to the Company’s inventory and production records and tested certain assumptions, such as estimated recovery rates, and ore grades.
•We tested the Company’s lower of cost or market analysis and related adjustments.
•For the roll forward of estimated ounces, we assessed the completeness and accuracy of mining production information, including tests of daily tonnage processed.
•We evaluated management’s laboratory procedures related to assay testing used to estimate ore grade.
•We evaluated the Company’s use of specialists and their qualifications and experience related to their input on the recovery rates and ore grades estimates used by management in its calculation of ore on leach pads and long-term stockpile balances.
•We assessed the estimated timing of recoveries, which management uses in classifying current and non-current portions of the ore on leach pads balance.
•We tested the effectiveness of management’s controls over mining production information, estimating the recovery rates, ore grades, lower of cost or market calculations, and inventory roll forward related to recording Rochester’s balance of ore on leach pads and long-term stockpile.
Acquisition of SilverCrest Metals, Inc.
As described further in Note 2 to the financial statements, during 2025 the Company completed its acquisition of SilverCrest Metals Inc. (“SilverCrest”). The transaction was accounted for as a business combination. We identified the accounting for the fair value measurement of long-lived assets and inventory recognized in the business combination as a critical audit matter.
The principal considerations for our determination that the accounting for the fair value measurement of long-lived assets and inventory recognized in the business combination is a critical audit matter are that significant judgment existed in the underlying assumptions related to the estimated fair values. Significant assumptions used to estimate the fair value of mineral interests included long-term metal prices, estimated quantities of ore reserves and mineral resources, and weighted average cost of capital are significant assumptions used to estimate the fair value of inventory included profit allocation and holding costs. These significant assumptions are forward-looking and could be affected by future economic and market conditions.
Our audit procedures related to the accounting for the fair value measurement of long-lived assets and inventory recognized in the business combination included the following, among others:
•We tested the effectiveness of management’s controls over accounting for the business combination and valuation of the acquired assets.
•Evaluated the Company’s valuation methodology and significant assumptions used by the Company.
•Evaluated the completeness and accuracy of the underlying data supporting the significant assumptions and estimates.
•Involved our valuation specialists to assist with our evaluation of the selection and application of the valuation methodology used by the Company and significant assumptions included in the fair value estimates.
•Assessed the estimated quantity of ore reserves and mineral resource by comparing to historical performance and currently declared quantities.
•Examined the inputs to the weighted average cost of capital assumptions.
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/s/ Grant Thornton LLP
We have served as the Company’s auditor since 2016.
February 18, 2026
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
Coeur Mining, Inc.
Opinion on internal control over financial reporting
We have audited the internal control over financial reporting of Coeur Mining, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2025, and our report dated February 18, 2026 expressed an unqualified opinion on those financial statements.
Basis for opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and limitations of internal control over financial reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Grant Thornton LLP
Chicago, Illinois
February 18, 2026
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COEUR MINING, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
| December 31, 2025 | December 31, 2024 | |||||||||||||
| ASSETS | Notes | In thousands, except share data | ||||||||||||
| CURRENT ASSETS | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Receivables | 5 | |||||||||||||
| Inventory | 6 | |||||||||||||
| Ore on leach pads | 6 | |||||||||||||
| Prepaid expenses and other | ||||||||||||||
| NON-CURRENT ASSETS | ||||||||||||||
| Property, plant and equipment and mining properties, net | 7 | |||||||||||||
| Goodwill | 3 | |||||||||||||
| Ore on leach pads | 6 | |||||||||||||
| Restricted assets | ||||||||||||||
| Receivables | 5 | |||||||||||||
| Deferred tax assets | 11 | |||||||||||||
| Other | ||||||||||||||
| TOTAL ASSETS | $ | $ | ||||||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||||
| CURRENT LIABILITIES | ||||||||||||||
| Accounts payable | $ | $ | ||||||||||||
| Accrued liabilities and other | 19 | |||||||||||||
| Debt | 9 | |||||||||||||
| Reclamation | 10 | |||||||||||||
| NON-CURRENT LIABILITIES | ||||||||||||||
| Debt | 9 | |||||||||||||
| Reclamation | 10 | |||||||||||||
| Deferred tax liabilities | 11 | |||||||||||||
| Other long-term liabilities | ||||||||||||||
| COMMITMENTS AND CONTINGENCIES | 18 | |||||||||||||
| STOCKHOLDERS’ EQUITY | ||||||||||||||
Common stock, par value $ | ||||||||||||||
| Additional paid-in capital | ||||||||||||||
| Accumulated deficit | ( | ( | ||||||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | $ | ||||||||||||
The accompanying notes are an integral part of these Consolidated Financial Statements.
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COEUR MINING, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
| Year Ended December 31, | ||||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||||
| Notes | In thousands, except share data | |||||||||||||||||||
| Revenue | 4 | $ | $ | $ | ||||||||||||||||
| COSTS AND EXPENSES | ||||||||||||||||||||
Costs applicable to sales(1) | 4 | |||||||||||||||||||
| Amortization | ||||||||||||||||||||
| General and administrative | ||||||||||||||||||||
| Exploration | ||||||||||||||||||||
| Pre-development, reclamation, and other | 15 | |||||||||||||||||||
| Total costs and expenses | ||||||||||||||||||||
| Income (loss) from operations | ( | |||||||||||||||||||
| OTHER INCOME (EXPENSE), NET | ||||||||||||||||||||
| Gain (loss) on debt extinguishment | ( | |||||||||||||||||||
| Fair value adjustments, net | 13 | ( | ||||||||||||||||||
| Interest expense, net of capitalized interest | 9 | ( | ( | ( | ||||||||||||||||
| Other, net | 15 | ( | ||||||||||||||||||
| Total other expense, net | ( | ( | ( | |||||||||||||||||
| Income before income and mining taxes | ( | |||||||||||||||||||
| Income and mining tax expense | 11 | ( | ( | ( | ||||||||||||||||
| NET INCOME (LOSS) | $ | $ | $ | ( | ||||||||||||||||
| OTHER COMPREHENSIVE INCOME (LOSS): | ||||||||||||||||||||
| Change in fair value of derivative contracts designated as cash flow hedges | ( | ( | ||||||||||||||||||
| Reclassification adjustments for realized (gain) loss on cash flow hedges | ( | |||||||||||||||||||
| Other comprehensive loss | ( | ( | ||||||||||||||||||
| COMPREHENSIVE INCOME (LOSS) | $ | $ | $ | ( | ||||||||||||||||
| NET INCOME (LOSS) PER SHARE | 16 | |||||||||||||||||||
| Basic income (loss) per share: | ||||||||||||||||||||
| Basic | $ | $ | $ | ( | ||||||||||||||||
| Diluted | $ | $ | $ | ( | ||||||||||||||||
(1) Excludes amortization.
The accompanying notes are an integral part of these Consolidated Financial Statements.
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COEUR MINING, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
| Year Ended December 31, | ||||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||||
| Notes | In thousands | |||||||||||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||||||||||||||
| Net income (loss) | $ | $ | $ | ( | ||||||||||||||||
| Adjustments: | ||||||||||||||||||||
| Amortization | ||||||||||||||||||||
| Accretion | ||||||||||||||||||||
| Deferred taxes | ( | ( | ( | |||||||||||||||||
| (Gain) loss on debt extinguishment | 8, 9 | ( | ( | |||||||||||||||||
| Fair value adjustments, net | 13 | ( | ||||||||||||||||||
| Stock-based compensation | 12 | |||||||||||||||||||
| Loss on the sale or disposition of assets | 15 | |||||||||||||||||||
| Write-downs | ||||||||||||||||||||
| Deferred revenue recognition | 18 | ( | ( | ( | ||||||||||||||||
| Acquired inventory purchase price allocation | 3 | |||||||||||||||||||
| Other | ||||||||||||||||||||
| Changes in operating assets and liabilities: | ||||||||||||||||||||
| Receivables | ( | ( | ||||||||||||||||||
| Prepaid expenses and other current assets | ( | |||||||||||||||||||
| Inventory and ore on leach pads | ( | ( | ( | |||||||||||||||||
| Accounts payable and accrued liabilities | ||||||||||||||||||||
| CASH PROVIDED BY OPERATING ACTIVITIES | ||||||||||||||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||||||||||||||
| Capital expenditures | ( | ( | ( | |||||||||||||||||
| Acquisitions, net | 3, 13 | ( | ||||||||||||||||||
| Proceeds from the sale of assets | ||||||||||||||||||||
| Sale of investments | ||||||||||||||||||||
| Proceeds from notes receivable | ||||||||||||||||||||
| Other | ( | ( | ( | |||||||||||||||||
| CASH USED IN INVESTING ACTIVITIES | ( | ( | ( | |||||||||||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||||||||||||||
| Issuance of common stock | 12 | |||||||||||||||||||
| Issuance of notes and bank borrowings, net of issuance costs | 9 | |||||||||||||||||||
| Payments on debt, finance leases, and associated costs | 9 | ( | ( | ( | ||||||||||||||||
| Share repurchases | 16 | ( | ||||||||||||||||||
| Other financing activities | ( | ( | ( | |||||||||||||||||
| CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | ( | |||||||||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | |||||||||||||||||||
| INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | ( | |||||||||||||||||||
| Cash, cash equivalents and restricted cash at beginning of period | ||||||||||||||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | $ | $ | |||||||||||||||||
The accompanying notes are an integral part of these Consolidated Financial Statements.
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COEUR MINING, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
| In thousands | Notes | Common Stock Shares | Common Stock Par Value | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Total | |||||||||||||||||||||||||||||||
| Balances at December 31, 2022 | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||
| Common stock issued under "at the market" stock offering | — | — | ||||||||||||||||||||||||||||||||||||
| Common stock issued for the extinguishment of Senior Notes | — | — | ||||||||||||||||||||||||||||||||||||
| Common stock issued under Private Placement Offering | — | — | ||||||||||||||||||||||||||||||||||||
| Common stock issued/canceled under long-term incentive plans, annual incentive plans, director fees and options, net | — | — | ||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2023 | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||
| Debt-for-Equity Exchange | — | — | ||||||||||||||||||||||||||||||||||||
| Common stock issued under Private Placement Offering | — | — | ||||||||||||||||||||||||||||||||||||
| Kensington royalty settlement | — | — | ||||||||||||||||||||||||||||||||||||
| Common stock issued/canceled under long-term incentive plans, annual incentive plans, director fees and options, net | — | — | ||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2024 | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | ||||||||||||||||||||||||||||||||||
| SilverCrest acquisition | — | — | ||||||||||||||||||||||||||||||||||||
| Kensington royalty settlement | — | — | ||||||||||||||||||||||||||||||||||||
| Stock options exercised | — | — | ||||||||||||||||||||||||||||||||||||
| Stock repurchase program | 15 | ( | ( | ( | — | — | ( | |||||||||||||||||||||||||||||||
| Common stock issued/canceled under long-term incentive plans, annual incentive plans, director fees and options, net | — | — | ||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2025 | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these Consolidated Financial Statements.
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Coeur Mining, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
NOTE 1 - THE COMPANY
Coeur Mining, Inc. (“Coeur” or the “Company”) is primarily a gold and silver producer with assets in the United States, Mexico and Canada. Coeur was incorporated as an Idaho corporation in 1928 under the name Coeur d’Alene Mines Corporation and on May 16, 2013, changed its state of incorporation from the State of Idaho to the State of Delaware and changed its name to Coeur Mining, Inc. Coeur’s corporate headquarters are in Chicago, Illinois.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Risks and uncertainties
As a mining company, the revenue, profitability and future rate of growth of the Company are substantially dependent on the prevailing prices for gold, silver, zinc and lead. The prices of these metals are volatile and affected by many factors beyond the Company’s control, including prevailing interest rates and returns on other asset classes, expectations regarding inflation, speculation, currency values, governmental decisions regarding precious metals stockpiles, global and regional demand and production, political and economic conditions and other factors. A substantial or extended decline in commodity prices could have a material adverse effect on the Company’s financial position, results of operations, cash flows, access to capital and the quantities of reserves that the Company can economically produce. Further, the carrying value of the Company’s property, plant and equipment and mining properties, net, inventories and ore on leach pads are particularly sensitive to the outlook for commodity prices. A decline in the Company’s price outlook from current levels could result in material impairment charges related to these assets.
In addition to changes in commodity prices, other factors such as changes in mine plans, increases in costs, geotechnical failures, changes in social, environmental or regulatory requirements and impacts of global events could result in material impairment charges related to these assets.
Use of Estimates
The Company's Consolidated Financial Statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”). The preparation of the Company's Consolidated Financial Statements requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the related disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and reported amounts of revenues and expenses during the reporting period. The more significant areas requiring the use of management estimates and assumptions relate to metal prices and mineral reserves that are the basis for future cash flow estimates utilized in impairment calculations and units-of production amortization calculations, environmental, reclamation and closure obligations, estimates of recoverable silver and gold in leach pad inventories, estimates of fair value for certain reporting units, goodwill and asset impairments, valuation allowances for deferred tax assets, and the fair value and accounting treatment of financial instruments, equity securities, asset acquisitions, the allocation of fair value to assets and liabilities assumed in connection with business combinations, and derivative instruments. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Accordingly, actual results will differ from the amounts estimated in these financial statements.
Principles of Consolidation
The Consolidated Financial Statements include the wholly-owned subsidiaries of the Company, the most significant of which are Compania Minera La Llamarada, S.A. de C.V., Coeur Mexicana S.A. de C.V., Coeur Rochester, Inc., Coeur Alaska, Inc., Wharf Resources (U.S.A.), Inc., and Coeur Silvertip Holdings Ltd. All intercompany balances and transactions have been eliminated.
Cash and Cash Equivalents
Cash and cash equivalents include all highly-liquid investments with an original maturity of three months or less. The Company minimizes its credit risk by investing its cash and cash equivalents with major U.S. and international banks and financial institutions located principally in the United States with a minimum credit rating of A1, as defined by Standard & Poor’s. The Company’s management believes that no concentration of credit risk exists with respect to the investment of its cash and cash equivalents. At certain times, amounts on deposit may exceed federal deposit insurance limits.
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Coeur Mining, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Receivables
Trade receivables and other receivable balances are recognized net of an allowance for credit losses. The allowance represents the portion of the amortized cost basis that the Company does not expect to collect due to credit over the contractual life of the receivables, taking into consideration past events, current conditions and reasonable and supportable forecasts of future economic conditions. As of December 31, 2025, the amount of credit loss recognized is not significant.
Ore on Leach Pads
The heap leach process extracts silver and gold by placing ore on an impermeable pad and applying a diluted cyanide solution that dissolves a portion of the contained silver and gold, which are then recovered in metallurgical processes.
The Company uses several integrated steps to scientifically measure the metal content of ore placed on the leach pads. As the ore body is drilled in preparation for the blasting process, samples are taken of the drill residue and are assayed to determine estimated quantities of contained metal. The Company then processes the ore through crushing facilities where the output is again weighed and sampled for assaying. A metallurgical reconciliation with the data collected from the mining operation is completed with appropriate adjustments made to previous estimates. The crushed ore is then transported to the leach pad for application of the leaching solution. As the leach solution is collected from the leach pads, it is continuously sampled for assaying. The quantity of leach solution is measured by flow meters throughout the leaching and precipitation process. After precipitation, the product is converted to doré at the Rochester mine and a form of gold electrolytic cathodic sludge at the Wharf mine, representing the final product produced by each mine. The inventory is stated at lower of cost or net realizable value, with cost being determined using a weighted average cost method.
The historical cost of metal expected to be extracted within 12 months is classified as current and the historical cost of metals contained within the broken ore expected to be extracted beyond 12 months is classified as non-current. Ore on leach pads is valued based on actual production costs incurred to produce and place ore on the leach pad, less costs allocated to minerals recovered through the leach process.
The estimate of both the ultimate recovery expected over time and the quantity of metal that may be extracted relative to the time the leach process occurs requires the use of estimates, which are inherently inaccurate due to the nature of the leaching process. The quantities of metal contained in the ore are based upon actual weights and assay analysis. The rate at which the leach process extracts gold and silver from the crushed ore is based upon laboratory testing and actual experience of more than 20 years of leach pad operations at the Rochester mine and 30 years of leach pad operations at the Wharf mine. The assumptions used by the Company to measure metal content during each stage of the inventory conversion process includes estimated recovery rates based on laboratory testing and assaying. The Company periodically reviews its estimates compared to actual experience and revises its estimates when appropriate. The ultimate recovery will not be known until leaching operations cease. Variations between actual and estimated quantities resulting from changes in assumptions and estimates that do not result in write-downs to net realizable value are accounted for on a prospective basis. There are five reusable heap leach pads (load/offload) used at Wharf. Each pad goes through an approximate 24-month process of loading of ore, leaching and offloading which includes a neutralization and denitrification process. During the leaching cycle of each pad, revised estimated recoverable ounces for each of the pads may result in an upward or downward revision from time to time, which generally have not been significant. The updated recoverable ounce estimate performed as part of the review of estimated recoverable metal is considered a change in estimate and was accounted for prospectively. As of December 31, 2025, the Company’s combined estimated recoverable ounces of gold and silver on the leach pads were 55,944 and 9.6 million, respectively.
Metal and Other Inventory
Inventories include concentrate, doré, and operating materials and supplies. The classification of inventory is determined by the stage at which the ore is in the production process. All inventories are stated at the lower of cost or net realizable value, with cost being determined using a weighted average cost method. Concentrate and doré inventory includes product at the mine site and product held by refineries. Metal inventory costs include direct labor, materials, depreciation, depletion and amortization as well as overhead costs relating to mining activities.
Property, Plant, and Equipment and Mining Properties, Net
Expenditures for new facilities, assets acquired pursuant to finance leases, new assets or expenditures that extend the useful lives of existing facilities are capitalized and depreciated using the straight-line method at rates sufficient to depreciate such costs over the shorter of estimated productive lives of such facilities, lease term, or the useful life of the individual assets. Productive lives range from 7 to 30 years for buildings and improvements and 3 to 10 years for machinery and equipment. Certain mining equipment is depreciated using the units-of-production method based upon estimated total proven and probable reserves.
Capitalization of mine development costs begins once all operating permits have been secured, mineralization is classified as proven and probable reserves and a final feasibility study has been completed. Mine development costs include
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Coeur Mining, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
engineering and metallurgical studies, drilling and other related costs to delineate an ore body, the removal of overburden to initially expose an ore body at open pit surface mines and the building of access ways, shafts, lateral access, drifts, ramps and other infrastructure at underground mines. Costs incurred before mineralization are classified as proven and probable reserves and are capitalized if a project is in pre-production phase or expensed and classified as Exploration or Pre-development if the project is not yet in pre-production. Mine development costs are amortized using the units-of-production method over the estimated life of the ore body generally based on recoverable ounces to be mined from proven and probable reserves. Interest expense allocable to the cost of developing mining properties and to construct new facilities is capitalized until assets are ready for their intended use.
Drilling and related costs incurred at the Company’s operating mines are expensed as incurred in Exploration, unless the Company can conclude with a high degree of confidence, prior to the commencement of a drilling program, that the drilling costs will result in the conversion of a mineral resource into mineral reserve. The Company’s assessment is based on the following factors: results from previous drill programs; results from geological models; results from a mine scoping study confirming economic viability of the resource; and preliminary estimates of mine inventory, ore grade, cash flow and mine life. In addition, the Company must have all permitting and/or contractual requirements necessary to have the right to and/or control of the future benefit from the targeted ore body. The costs of a drilling program that meet these criteria are capitalized as mine development costs. Drilling and related costs of approximately $21.0 million and $16.8 million in the years ended December 31, 2025 and 2024, respectively, were capitalized.
The cost of removing overburden and waste materials to access the ore body at an open pit mine prior to the production phase are referred to as “pre-stripping costs.” Pre-stripping costs are capitalized during the development of an open pit mine. Stripping costs incurred during the production phase of a mine are variable production costs that are included as a component of inventory to be recognized in Costs applicable to sales in the same period as the revenue from the sale of inventory.
Significant payments related to the acquisition of land and mineral rights are capitalized. Prior to acquiring such land or mineral rights, the Company generally makes a preliminary evaluation to determine that the property has significant potential to develop an economic ore body. The time between initial acquisition and full evaluation of a property’s potential is variable and is determined by many factors including location relative to existing infrastructure, the property’s stage of development, geological controls and metal prices. If a mineable ore body is discovered, such costs are amortized when production begins using the units-of-production method based on recoverable ounces to be mined from proven and probable reserves. If no mineable ore body is discovered, such costs are expensed in the period in which it is determined the property has no future economic value.
Impairment of Long-lived Assets
We review and evaluate our long-lived assets for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Asset impairment is considered to exist if the total estimated undiscounted pretax future cash flows are less than the carrying amount of the asset. 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. An impairment loss is measured by discounted estimated future cash flows, and recorded by reducing the asset's carrying amount to fair value. Future cash flows are estimated based on estimated quantities of recoverable minerals, expected gold, silver, lead and zinc prices (considering current and historical prices, trends and related factors), production levels, operating costs, capital requirements and reclamation costs, all based on life-of-mine plans.
Existing proven and probable reserves and value beyond proven and probable reserves, including mineralization other than proven and probable reserves are included when determining the fair value of mine site asset groups at acquisition and, subsequently, in determining whether the assets are impaired. The term “recoverable minerals” refers to the estimated amount of gold, silver, lead and zinc that will be obtained after taking into account losses during ore processing and treatment. Estimates of recoverable minerals from exploration stage mineral interests are risk adjusted based on management’s relative confidence in such materials. The ability to achieve the estimated quantities of recoverable minerals from exploration stage mineral interests involves further risks in addition to those risk factors applicable to mineral interests where proven and probable reserves have been identified, due to the lower level of confidence that the identified mineral resources could ultimately be mined economically. Assets classified as exploration potential have the highest level of risk that the carrying value of the asset can be ultimately realized, due to the still lower level of geological confidence and economic modeling.
Gold, silver, zinc and lead prices are volatile and affected by many factors beyond the Company’s control, including prevailing interest rates and returns on other asset classes, expectations regarding inflation, speculation, currency values, governmental decisions regarding precious metals stockpiles, global and regional demand and production, political and economic conditions and other factors that may affect the key assumptions used in the Company’s impairment testing. Various factors could impact our ability to achieve forecasted production levels from proven and probable reserves. Additionally,
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Coeur Mining, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
production, capital and reclamation costs could differ from the assumptions used in the cash flow models used to assess impairment. Actual results may vary from the Company’s estimates and result in additional Impairment of Long-lived Assets.
Goodwill
Goodwill represents the excess of the purchase price over the estimated fair value of the net assets acquired in a business acquisition. Goodwill is allocated to reporting units and tested for impairment annually as of December 31 and when events or changes in circumstances indicate that the carrying value of a reporting unit exceeds its fair value. The Las Chispas mine is considered a distinct reporting unit for purposes of goodwill impairment testing. Based on the December 31, 2025 review, the Company concluded that Goodwill was not impaired.
The Company may elect to perform a qualitative assessment to determine if it is more likely than not that the fair value exceeds the carrying value. If the Company determines that it is more likely than not that the fair value is less than the carrying value, a quantitative goodwill impairment test is performed to determine the fair value of the reporting unit. The fair value of a reporting unit is determined using either the income approach utilizing estimates of discounted future cash flows or the market approach utilizing recent transaction activity for comparable properties. These approaches are considered Level 3 fair value measurements. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit.
Restricted Assets
The Company, under the terms of its self-insurance and bonding agreements with certain banks, lending institutions and regulatory agencies, is required to collateralize certain portions of its obligations. The Company has collateralized these obligations by assigning certificates of deposit that have maturity dates ranging from three months to a year, to the respective institutions or agencies. At December 31, 2025 and 2024, the Company held certificates of deposit and cash under these agreements of $9.1 million and $8.5 million, respectively. The ultimate timing of the release of the collateralized amounts is dependent on the timing and closure of each mine and repayment of the facility. In order to release the collateral, the Company must seek approval from certain government agencies responsible for monitoring the mine closure status. Collateral could also be released to the extent the Company is able to secure alternative financial assurance satisfactory to the regulatory agencies. The Company believes there is a reasonable probability that the collateral will remain in place beyond a twelve-month period and has therefore classified these investments as long-term.
Leases
We determine if an arrangement is, or contains, a lease at the inception date. Operating leases are included in Other assets, non-current with the related liabilities included in Accrued liabilities and other and Other long-term liabilities. Assets under finance leases, which primarily represent property and equipment, are included in Property, plant and equipment, net, with the related liabilities included in debt, current and debt, non-current on the Consolidated Balance Sheet.
Operating lease assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. We use our estimated incremental borrowing rate to determine the present value of lease payments. Variable components of the lease payments such as maintenance costs are expensed as incurred and not included in determining the present value. Our lease terms include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. We have elected to not recognize operating lease assets and liabilities for short-term leases that have a lease term of twelve months or less. Lease expense is recognized on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components which are accounted for as a single lease component. See Note 8 -- Leases for additional information related to the Company’s operating and finance leases.
Reclamation
The Company recognizes obligations for the expected future retirement of tangible long-lived assets and other associated asset retirement costs. The fair value of a liability for an asset retirement obligation will be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The fair value of the liability is added to the carrying amount of the associated asset and this additional carrying amount is depreciated over the life of the asset. An accretion cost, representing the increase over time in the present value of the liability, is recorded each period in Pre-development, reclamation, and other. As reclamation work is performed or liabilities are otherwise settled, the recorded amount of the liability is reduced. Future remediation costs for inactive mines are accrued based on management’s best estimate at the end of each period of the discounted costs expected to be incurred at the site. Such cost estimates include, where applicable, ongoing care and maintenance and monitoring costs. Changes in estimates are reflected prospectively in the period an estimate is revised. See Note 10 -- Reclamation for additional information.
80
Coeur Mining, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Foreign Currency
The assets and liabilities of the Company’s foreign subsidiaries are measured using U.S. dollars as their functional currency. Monetary assets and liabilities are remeasured at the period-end exchange rate, and non-monetary assets and liabilities at historical rates, with income and expenses remeasured at the average exchange rate for the current period. Foreign currency gains and losses are included in the determination of net income or loss.
Derivative Financial Instruments
The Company is exposed to various market risks, including the effect of changes in metal prices, foreign exchange rates and interest rates, and uses derivatives to manage financial exposures that occur in the normal course of business. The Company may elect to designate certain derivatives as hedging instruments under U.S. GAAP.
The Company, from time to time, uses derivative contracts to protect the Company’s exposure to fluctuations in metal prices and foreign exchange rates. The Company has elected to designate these instruments as cash flow hedges of forecasted transactions at their inception. Assuming normal market conditions, the change in the market value of such derivative contracts has historically been, and is expected to continue to be, highly effective at offsetting changes in price movements of the hedged item. The effective portions of cash flow hedges are recorded in Accumulated other comprehensive income (loss) until the hedged item is recognized in earnings. Deferred gains and losses associated with cash flow hedges of metal sales revenue are recognized as a component of Revenue in the same period as the related sale is recognized. Deferred gains and losses associated with cash flow hedges of foreign currency transactions are recognized as a component of Costs applicable to sales or Pre-development, reclamation and other in the same period the related expenses are incurred.
For derivatives not designated as hedging instruments, the Company recognizes derivatives as either assets or liabilities on the Consolidated Balance Sheets and measures those instruments at fair value. Changes in the value of derivative instruments not designated as hedging instruments are recorded each period in the Consolidated Statements of Comprehensive Income (Loss) in Fair value adjustments, net or Revenue. Management applies judgment in estimating the fair value of instruments that are highly sensitive to assumptions regarding commodity prices, market volatilities, and foreign currency exchange rates. See Note 14 -- Derivative Financial Instruments and Hedging Activities for additional information.
Stock-based Compensation
The Company estimates the fair value of stock options using the Black-Scholes option pricing model. Stock options granted are accounted for as equity-based awards. The Company estimates forfeitures of stock-based awards based on historical data and periodically adjusts the forfeiture rate. The adjustment of the forfeiture rate is recorded as a cumulative adjustment in the period the forfeiture estimate is changed. Compensation costs related to stock-based compensation are included in General and administrative expenses, Costs applicable to sales, and Property, plant, and equipment, net as deemed appropriate.
The fair value of restricted stock is based on the Company’s stock price on the date of grant. The fair value of performance leverage stock units with market conditions is determined using a Monte Carlo simulation model. Stock based compensation expense related to awards with a market or performance condition is generally recognized over the vesting period of the award utilizing the graded vesting method, while all other awards are recognized on a straight-line basis. The Company's estimates may be impacted by certain variables including, but not limited to, stock price volatility, employee stock option exercise behaviors, additional stock option grants, estimates of forfeitures, the Company’s performance, and related tax impacts. See Note 12 -- Stock-Based Compensation for additional information.
Income and Mining Taxes
The Company uses an asset and liability approach which results in the recognition of deferred tax liabilities and assets for the expected future tax consequences or benefits of temporary differences between the financial reporting basis and the tax basis of assets and liabilities, as well as operating loss and tax credit carryforwards, using enacted tax rates in effect in the years in which the differences are expected to reverse.
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of its deferred tax assets will not be realized. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. A valuation allowance has been provided for the portion of the Company’s net deferred tax assets for which it is more likely than not that they will not be realized.
Revenue Recognition
The Company produces doré and concentrate that is shipped to third-party refiners and smelters, respectively, for processing. The Company enters into contracts to sell its metal to various third-party customers which may include the refiners and smelters that process the doré and concentrate. The Company’s performance obligation in these transactions is generally the transfer of metal to the customer.
81
Coeur Mining, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
In the case of doré shipments, the Company generally sells refined metal at market prices agreed upon by both parties. The Company also has the right, but not the obligation, to sell a portion of the anticipated refined metal in advance of being fully refined. When the Company sells refined metal or advanced metal, the performance obligation is satisfied when the metal is delivered to the customer. Revenue and Costs applicable to sales are recorded on a gross basis under these contracts at the time the performance obligation is satisfied.
Under the Company’s concentrate sales contracts with third-party smelters, metal prices are set on a specified future quotational period, typically one to three months after the shipment date, based on market prices. When the Company sells gold concentrate to the third-party smelters, the performance obligation is satisfied when risk of loss is transferred to the customer. The contracts, in general, provide for provisional payment based upon provisional assays and historical metal prices. Final settlement is based on the applicable price for the specified future quotational period and generally occurs three to six months after shipment. The Company’s provisionally priced sales contain an embedded derivative that is required to be separated from the host contract for accounting purposes. The host contract is the receivable from the sale of concentrates measured at the forward price at the time of sale. The embedded derivative does not qualify for hedge accounting and is adjusted to fair value through revenue each period until the date of final metal settlement.
The Company also sells concentrate under off-take agreements to third-party customers that are responsible for arranging the smelting of the concentrate. Prices can either be fixed or based on a quotational period. The quotational period varies by contract, but is generally a one-month period following the shipment of the concentrate. The performance obligation is satisfied when risk of loss is transferred to the customer.
The Company recognizes revenue from concentrate sales, net of treatment and refining charges, when it satisfies the performance obligation of transferring control of the concentrate to the customer.
For doré and off-take sales, the Company may incur a finance charge related to advance sales that is not considered significant and, as such, is not considered a separate performance obligation. In addition, the Company has elected to treat freight costs as a fulfillment cost under ASC 606 and not as a separate performance obligation.
Recently Adopted Accounting Standards
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”, which modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign). ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. The guidance is effective for annual periods beginning after December 15, 2024. We have adopted the new standard effective December 31, 2025 retrospectively for all periods presented. See Note 11 - Income and Mining Taxes for all periods presented with the new required disclosures. The new standard did not impact our Consolidated Financial Statements.
Recently Issued Accounting Standards
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income (Topic 220): Expense Disaggregation Disclosures, which includes amendments to require the disclosure of certain specific costs and expenses that are included in a relevant expense caption on the face of the income statement. Specific costs and expenses that would be required to be disclosed include: purchases of inventory, employee compensation, depreciation and intangible asset amortization. Additionally, a qualitative description of other items is required, equal to the difference between the relevant expense caption and the separately disclosed specific costs. The amendments in ASU 2024-03 are effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, and are applied either prospectively or retrospectively at the option of the Company. We are evaluating the impact of the amendments on our Consolidated Financial Statements and related disclosures.
82
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
NOTE 3 – ACQUISITIONS
On October 3, 2024, the Company entered into a definitive agreement (the “Agreement”) whereby, a wholly-owned subsidiary of Coeur would acquire all of the issued and outstanding shares of SilverCrest Metals Inc. (“SilverCrest”) pursuant to a court-approved plan of arrangement (the “SilverCrest Transaction”). Under the terms of the Agreement, SilverCrest shareholders received 1.6022 Coeur common shares for each SilverCrest common share (the “Exchange Ratio”).
On February 14, 2025, the Company completed the closing of the SilverCrest Transaction after receiving regulatory approval on February 3, 2025 followed by stockholder approval on February 6, 2025. Coeur acquired all of the issued and outstanding shares of SilverCrest in exchange for 239,331,799 1.58 billion based on SilverCrest’s common shares outstanding and the Exchange Ratio.
The Company retained an independent appraiser to assist with the determination of the fair value of assets acquired and liabilities assumed. In accordance with the acquisition method of accounting, the purchase price of SilverCrest has been allocated to the acquired assets and assumed liabilities based on their estimated acquisition date fair values. The fair value estimates were based on income, market and cost valuation methods. The excess of the total consideration over the estimated fair value of the amounts initially assigned to the identifiable assets acquired and liabilities assumed has been recorded as goodwill, which is not deductible for income tax purposes and was assigned to the Las Chispas segment. The goodwill balance of $625.8 million is composed of amounts attributable to the assembled workforce, potential strategic and financial benefits, including the financial flexibility to execute capital priorities, and new book to tax basis differences of assets acquired and liabilities assumed. The acquisition of SilverCrest increased the Company’s gold and other metal reserves and expanded our footprint in a jurisdiction where the Company has significant experience.
Prior to the closing of the SilverCrest Transaction, the Company entered into a loan with SilverCrest through which Coeur Rochester, Inc., a subsidiary of the Company, owed $72.3 million related to the purchase of bullion and metal inventory from SilverCrest that was in effect settled on the date of the SilverCrest Transaction. The acquired bullion and metal inventory was sold during the first quarter of 2025 for proceeds of $72.0 million. The proceeds are included in the operating cash flows for the first quarter and the $0.3 million loss was recorded in Fair value adjustments, net on the Consolidated Statements of Comprehensive Income. Total transaction costs were $20.6 million with $12.1 million incurred in the year ended December 31, 2025. These transaction costs are included in Pre-development, reclamation, and other on the Consolidated Statements of Comprehensive Income and are reflected in pro forma earnings in the table below for the year ended December 31, 2025.
83
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
In 2025, the Company completed the analysis to assign fair values to all assets acquired and liabilities assumed. The following table summarizes the purchase price allocation for the SilverCrest Transaction as of December 31, 2025:
(Amounts in thousands, except shares and share price amounts) | |||||
Common shares issued ( | $ | ||||
Fair value of replacement stock-based compensation awarded(1) | |||||
| Fair value of Coeur payable to SilverCrest repurchased | ( | ||||
| Total purchase price | $ | ||||
| Assets: | |||||
| Cash and cash equivalents | $ | ||||
| Short-term receivables | |||||
| Inventory | |||||
| Prepaid expenses and other | |||||
| Property, plant and equipment and mining properties | |||||
| Other | |||||
| Total Assets | $ | ||||
| Liabilities: | |||||
| Accounts payable | |||||
| Accrued liabilities and other | |||||
| Debt | |||||
| Reclamation | |||||
Deferred tax liabilities (2) | |||||
| Other long-term liabilities | |||||
| Total liabilities | $ | ||||
| Net identifiable assets acquired | $ | ||||
| Goodwill | |||||
| Net assets acquired | $ | ||||
(1) As of December 31, 2025, 2.3 million common shares were issued related to the exercise of 3.3 million replacement options.
Pro Forma Financial Information
Sales and net income in the Consolidated Statement of Operations includes SilverCrest revenue and net income of $421.4 million and $46.9 million, respectively, from the acquisition date to December 31, 2025. The following unaudited pro forma financial information presents consolidated results assuming the SilverCrest Transaction occurred on January 1, 2024.
| Twelve Months Ended | ||||||||
| December 31, 2025 | December 31, 2024 | |||||||
| Revenue | $ | $ | ||||||
| Net income (loss) | $ | $ | ( | |||||
Pro forma amounts assume that transaction costs were incurred in the first quarter of 2024. The pro forma results have been calculated after applying the Company’s accounting policies and adjusting the results of SilverCrest to reflect the additional depreciation, depletion and amortization that would have been recognized assuming the fair value adjustments to property, plant, and equipment, and mining properties and the impact of purchase price allocation on acquired inventory which have been applied from January 1, 2024, with the consequential tax effects.
84
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
NOTE 4 – SEGMENT REPORTING
The Company’s operating segments include the Las Chispas, Palmarejo, Rochester, Kensington and Wharf mines, and the Silvertip exploration project. Except for the Silvertip exploration project, all operating segments are engaged in the discovery, mining, and production of gold and/or silver. The Silvertip exploration project is engaged in the discovery of silver, zinc, lead, and other related metals. “Other” includes certain mineral interests, strategic equity investments, corporate office, elimination of intersegment transactions, and other items necessary to reconcile to consolidated amounts.
The Company’s Chief Operating Decision Maker (“CODM”), composed of Mitchell J. Krebs, Chairman, President and Chief Executive Officer, Thomas S. Whelan, Executive Vice President and Chief Financial Officer, and Michael Routledge, Executive Vice President and Chief Operating Officer, evaluates performance and allocates resources for all of the Company’s reportable segments based on Income (loss) from operations. The CODM uses segment Income (loss) from operations to allocate resources such as corporate employees, and financial or capital resources for each segment during the annual budget and forecasting processes. The CODM considers budget-to-actual variances on a monthly basis using the segment Income (loss) from operations measure when making decisions about allocating capital and personnel to the segments. The accounting policies of the reportable segments are the same as those described in Note 2 -- Summary of Significant Accounting Policies.
Financial information relating to the Company’s segments is as follows (in thousands):
| Year Ended December 31, 2025 | Las Chispas | Palmarejo | Rochester | Kensington | Wharf | Silvertip | Other | Total | |||||||||||||||||||||||||||||||||||||||
| Revenue | |||||||||||||||||||||||||||||||||||||||||||||||
| Gold sales | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Silver sales | |||||||||||||||||||||||||||||||||||||||||||||||
| Metal sales | |||||||||||||||||||||||||||||||||||||||||||||||
| Costs and Expenses | |||||||||||||||||||||||||||||||||||||||||||||||
Costs applicable to sales(1) | |||||||||||||||||||||||||||||||||||||||||||||||
| Amortization | |||||||||||||||||||||||||||||||||||||||||||||||
| Exploration | |||||||||||||||||||||||||||||||||||||||||||||||
Other operating expenses(2) | |||||||||||||||||||||||||||||||||||||||||||||||
| Costs and expenses | |||||||||||||||||||||||||||||||||||||||||||||||
| Income (loss) from operations | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Other income (expense) | |||||||||||||||||||||||||||||||||||||||||||||||
| Loss on debt extinguishment | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Fair value adjustments, net | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Interest expense, net | ( | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||
Other, net(3) | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Income (loss) before income and mining taxes | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Income and mining tax (expense) benefit | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||
| Net Income (loss) | $ | $ | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||
Segment assets(4) | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Capital expenditures | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
(2) Other operating expenses include General and administrative and Pre-development, reclamation, and other.
(3) See Note 15 -- Additional Comprehensive Income (Loss) Detail for additional detail.
(4) Segment assets include receivables, prepaids, inventories, property, plant and equipment, mineral interests, and goodwill .
85
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
| Year Ended December 31, 2024 | Palmarejo | Rochester | Kensington | Wharf | Silvertip | Other | Total | ||||||||||||||||||||||||||||||||||
| Revenue | |||||||||||||||||||||||||||||||||||||||||
| Gold sales | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Silver sales | ( | ||||||||||||||||||||||||||||||||||||||||
| Metal sales | |||||||||||||||||||||||||||||||||||||||||
| Costs and Expenses | |||||||||||||||||||||||||||||||||||||||||
Costs applicable to sales(1) | |||||||||||||||||||||||||||||||||||||||||
| Amortization | |||||||||||||||||||||||||||||||||||||||||
| Exploration | |||||||||||||||||||||||||||||||||||||||||
Other operating expenses(2) | |||||||||||||||||||||||||||||||||||||||||
| Costs and expenses | |||||||||||||||||||||||||||||||||||||||||
| Income (loss) from operations | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Other income (expense) | |||||||||||||||||||||||||||||||||||||||||
| Gain on debt extinguishment | |||||||||||||||||||||||||||||||||||||||||
| Fair value adjustments, net | |||||||||||||||||||||||||||||||||||||||||
| Interest expense, net | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||
Other, net(3) | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||
| Income (loss) before income and mining taxes | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||
| Income and mining tax (expense) benefit | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||
| Net Income (loss) | $ | $ | ( | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||
Segment assets(4) | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Capital expenditures | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
(2) Other operating expenses include General and administrative and Pre-development, reclamation, and other.
(3) See Note 15 -- Additional Comprehensive Income (Loss) Detail for additional detail.
(4) Segment assets include receivables, prepaids, inventories, property, plant and equipment, mineral interests, and goodwill.
| Year Ended December 31, 2023 | Palmarejo | Rochester | Kensington | Wharf | Silvertip | Other | Total | ||||||||||||||||||||||||||||||||||
| Revenue | |||||||||||||||||||||||||||||||||||||||||
| Gold sales | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Silver sales | |||||||||||||||||||||||||||||||||||||||||
| Metal sales | |||||||||||||||||||||||||||||||||||||||||
| Costs and Expenses | |||||||||||||||||||||||||||||||||||||||||
Costs applicable to sales(1) | |||||||||||||||||||||||||||||||||||||||||
| Amortization | |||||||||||||||||||||||||||||||||||||||||
| Exploration | |||||||||||||||||||||||||||||||||||||||||
Other operating expenses(2) | |||||||||||||||||||||||||||||||||||||||||
| Costs and expenses | |||||||||||||||||||||||||||||||||||||||||
| Income (loss) from operations | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||
| Other income (expense) | |||||||||||||||||||||||||||||||||||||||||
| Gain on debt extinguishment | |||||||||||||||||||||||||||||||||||||||||
| Fair value adjustments, net | |||||||||||||||||||||||||||||||||||||||||
| Interest expense, net | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||
Other, net(3) | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||
| Income (loss) before income and mining taxes | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||
| Income and mining tax (expense) benefit | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||
| Net Income (loss) | $ | $ | ( | $ | ( | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||||
Segment assets(4) | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Capital expenditures | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
(2) Other operating expenses include General and administrative and Pre-development, reclamation, and other.
(3) See Note 15 -- Additional Comprehensive Income (Loss) Detail for additional detail.
(4) Segment assets include receivables, prepaids, inventories, property, plant and equipment, mineral interests, and goodwill.
86
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
| Assets | December 31, 2025 | December 31, 2024 | |||||||||
| Total assets for reportable segments | $ | $ | |||||||||
| Cash and cash equivalents | |||||||||||
| Other assets | |||||||||||
| Total consolidated assets | $ | $ | |||||||||
Geographic Information
| Long-Lived Assets | December 31, 2025 | December 31, 2024 | |||||||||
| United States | $ | $ | |||||||||
| Mexico | |||||||||||
| Canada | |||||||||||
| Other | |||||||||||
| Total | $ | $ | |||||||||
| Revenue | Year ended December 31, | ||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| United States | $ | $ | $ | ||||||||||||||
| Mexico | |||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
The Company’s doré, as well as the electrolytic cathodic sludge produced by the Wharf mine, is refined into gold and silver bullion according to benchmark standards set by the London Bullion Market Association, which regulates the acceptable requirements for bullion traded in the London precious metals markets. The Company then sells its gold and silver bullion to multi-national banks, bullion trading houses, and refiners across the globe. The Company had seven trading counterparties at December 31, 2025. The Company's sales of doré and electrolytic cathodic sludge product produced by the Palmarejo, Las Chispas, Rochester, and Wharf mines amounted to approximately 82 %, 79 %, and 80 %, of total metal sales for the years ended December 31, 2025, 2024, and 2023, respectively.
The Company’s gold concentrate product from the Kensington mine is sold under a long-term offtake agreement and is shipped to geographically diverse third-party smelters who are responsible for arranging the smelting of the concentrate. The Company’s sales of concentrate produced by the Kensington amounted to approximately 18 %, 21 %, and 20 % of total metal sales for the years ended December 31, 2025, 2024, and 2023, respectively.
The Company believes that the loss of any one smelter, refiner, trader or third-party customer would not have a material adverse effect on the Company due to the liquidity of the markets and current availability of alternative trading counterparties.
The following table indicates customers that represent 10% or more of total sales of metal for at least one of the years ended December 31, 2025, 2024, and 2023 (in millions):
| Year ended December 31, | ||||||||||||||||||||
| Customer | 2025 | 2024 | 0 | 2023 | Segments reporting revenue | |||||||||||||||
| Bank of Montreal | $ | $ | $ | Las Chispas, Palmarejo, Rochester, Wharf | ||||||||||||||||
| Ocean Partners | $ | $ | $ | Palmarejo, Rochester, Kensington, Wharf | ||||||||||||||||
| Asahi | $ | $ | $ | Las Chispas, Palmarejo, Rochester, Kensington, Wharf | ||||||||||||||||
87
Coeur Mining, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
NOTE 5 – RECEIVABLES
| In thousands | December 31, 2025 | December 31, 2024 | |||||||||
| Current receivables: | |||||||||||
| Trade receivables | $ | $ | |||||||||
| VAT receivable | |||||||||||
| Income tax receivable | |||||||||||
Deferred cash consideration (2) | |||||||||||
Other (1) | |||||||||||
| $ | $ | ||||||||||
| Non-current receivables: | |||||||||||
Other tax receivable (1) | $ | $ | |||||||||
Deferred cash consideration (2) | |||||||||||
Contingent consideration (3) | |||||||||||
| $ | $ | ||||||||||
| Total receivables | $ | $ | |||||||||
(1) Consists of exploration credit refunds at Silvertip.
(2) Represents the fair value of the contingent consideration related to the sale of La Preciosa Deferred Consideration, which included the right to an additional payment of $1.0 million on the first anniversary of initial production from any portion of the La Preciosa project. The fair value of the contingent consideration was valued using a discounted cash flow model and is measured at fair value on a non-recurring basis.
(3) Represents the fair value of the contingent consideration associated with the sale of Sterling/Crown exploration properties, which included the right to an additional payment of $50.0 million based on gold resources reported in the Sterling/Crown exploration properties by the buyer, its affiliates or its successors. The fair value of the contingent consideration was valued using a discounted cash flow model and is measured at fair value on a non-recurring basis.
NOTE 6 – INVENTORY AND ORE ON LEACH PADS
| In thousands | December 31, 2025 | December 31, 2024 | |||||||||
| Inventory: | |||||||||||
| Concentrate | $ | $ | |||||||||
Stockpile ore (1) | |||||||||||
| Precious metals | |||||||||||
| Supplies | |||||||||||
| $ | $ | ||||||||||
| Ore on Leach Pads: | |||||||||||
| Current | $ | $ | |||||||||
| Non-current | |||||||||||
| $ | $ | ||||||||||
Long-term Stockpile (included in Other) | $ | $ | |||||||||
| Total Inventory and Ore on Leach Pads | $ | $ | |||||||||
(1) Includes $73.6 million, $8.4 million, $2.3 million, and $1.1 million at Las Chispas, Wharf, Kensington, and Palmarejo at December 31, 2025, respectively. Includes $3.1 million, $3.2 million, and $0.5 million at Kensington, Wharf, and Palmarejo at December 31, 2024, respectively.
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Coeur Mining, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
NOTE 7 – PROPERTY, PLANT AND EQUIPMENT AND MINING PROPERTIES, NET
Property, plant and equipment and mining properties, net consist of the following:
| In thousands | December 31, 2025 | December 31, 2024 | |||||||||
| Mine development | $ | $ | |||||||||
| Mineral interests | |||||||||||
| Land | |||||||||||
Facilities and equipment(1) | |||||||||||
| Construction in progress | |||||||||||
| Total | $ | $ | |||||||||
Accumulated depreciation, depletion and amortization(2) | ( | ( | |||||||||
| Property, plant and equipment and mining properties, net | $ | $ | |||||||||
(1) Includes $123.8 million and $170.1 million associated with facilities and equipment assets under finance leases at December 31, 2025 and December 31, 2024, respectively.
(2) Includes $75.1 million and $63.3 million of accumulated amortization related to assets under finance leases at December 31, 2025 and December 31, 2024, respectively.
NOTE 8 – LEASES
Right of Use Assets and Liabilities
The following table summarizes quantitative information pertaining to the Company’s finance and operating leases.
| Year ended December 31, | |||||||||||||||||
| In thousands | 2025 | 2024 | 2023 | ||||||||||||||
| Lease Cost | |||||||||||||||||
| Operating lease cost | $ | $ | $ | ||||||||||||||
| Short-term operating lease cost | $ | $ | $ | ||||||||||||||
| Finance lease cost: | |||||||||||||||||
| Amortization of leased assets | $ | $ | $ | ||||||||||||||
| Interest on lease liabilities | |||||||||||||||||
| Total finance lease cost | $ | $ | $ | ||||||||||||||
Supplemental cash flow information related to leases was as follows:
| Year ended December 31, | |||||||||||||||||
| In thousands | 2025 | 2024 | 2023 | ||||||||||||||
| Other Information | |||||||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | |||||||||||||||||
| Operating cash flows from operating leases | $ | $ | $ | ||||||||||||||
| Operating cash flows from finance leases | $ | $ | $ | ||||||||||||||
| Financing cash flows from finance leases | $ | $ | $ | ||||||||||||||
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Coeur Mining, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Supplemental balance sheet information related to leases was as follows:
| In thousands | December 31, 2025 | December 31, 2024 | |||||||||
| Operating Leases | |||||||||||
| $ | $ | ||||||||||
| Total operating lease liabilities | $ | $ | |||||||||
| Finance Leases | |||||||||||
| Property and equipment, gross | $ | $ | |||||||||
| Accumulated depreciation | ( | ( | |||||||||
| Property and equipment, net | $ | $ | |||||||||
| $ | $ | ||||||||||
| Total finance lease liabilities | $ | $ | |||||||||
| Weighted Average Remaining Lease Term | |||||||||||
| Weighted-average remaining lease term - finance leases | |||||||||||
| Weighted-average remaining lease term - operating leases | |||||||||||
| Weighted Average Discount Rate | |||||||||||
| Weighted-average discount rate - finance leases | % | % | |||||||||
| Weighted-average discount rate - operating leases | % | % | |||||||||
Minimum future lease payments under finance and operating leases with terms longer than one year are as follows:
| As of December 31, 2025 (In thousands) | |||||||||||
| Operating leases | Finance leases | ||||||||||
| 2026 | $ | $ | |||||||||
| 2027 | |||||||||||
| 2028 | |||||||||||
| 2029 | |||||||||||
| 2030 | |||||||||||
| Thereafter | |||||||||||
| Total | $ | $ | |||||||||
| Less: imputed interest | ( | ( | |||||||||
| Net lease obligation | $ | $ | |||||||||
NOTE 9 – DEBT
| December 31, 2025 | December 31, 2024 | ||||||||||||||||||||||
| In thousands | Current | Non-Current | Current | Non-Current | |||||||||||||||||||
2029 Senior Notes, net(1) | $ | $ | $ | $ | |||||||||||||||||||
Revolving Credit Facility(2) | |||||||||||||||||||||||
| Finance lease obligations | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
(1) Net of unamortized debt issuance costs of $2.3 million and $3.1 million at December 31, 2025 and December 31, 2024, respectively.
(2) Unamortized debt issuance costs of $1.9 million and $3.4 million at December 31, 2025 and December 31, 2024, respectively, included in Other Non-Current Assets .
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Coeur Mining, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
2029 Senior Notes
In March 2021, the Company completed an offering of $375.0 million in aggregate principal amount of senior notes in a private placement conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended, for net proceeds of approximately $367.5 million (the “2029 Senior Notes”). The 2029 Senior Notes are governed by an Indenture dated as of March 1, 2021 (the “Indenture”), among the Company, as issuer, certain of the Company's subsidiaries named therein, as guarantors thereto (the “Guarantors”), and The Bank of New York Mellon, as trustee (the “Trustee”). The 2029 Senior Notes bear interest at a rate of 5.125 % per year from the date of issuance. Interest on the 2029 Senior Notes is payable semi-annually in arrears on February 15 and August 15 of each year, commencing on August 15, 2021. The 2029 Senior Notes will mature on February 15, 2029 and are fully and unconditionally guaranteed by the Guarantors.
The Indenture contains covenants that, among other things, limit the Company’s ability under certain circumstances to incur additional indebtedness, pay dividends or make other distributions or repurchase or redeem capital stock, prepay, redeem or repurchase certain debt, make loans and investments, create liens, sell, transfer or otherwise dispose of assets, enter into transactions with affiliates, enter into agreements restricting the Company's subsidiaries' ability to pay dividends and impose conditions on the Company’s ability to engage in mergers, consolidations and sales of all or substantially all of its assets. The Indenture also contains certain “Events of Default” (as defined in the Indenture) customary for indentures of this type. If an Event of Default has occurred and is continuing, the Trustee or the holders of not less than 25% in aggregate principal amount of the 2029 Senior Notes then outstanding may, and the Trustee at the request of the holders of not less than 25% in aggregate principal amount of the 2029 Senior Notes then outstanding shall, declare all unpaid principal of, premium, if any, and accrued interest on all the 2029 Senior Notes to be due and payable.
Revolving Credit Facility
In September 2017, the Company entered into a senior secured revolving credit facility (“RCF”) pursuant to a credit agreement, dated as of September 29, 2017 (as subsequently amended, the “Credit Agreement”), by and among the Company, as borrower, certain subsidiaries of the Company, as guarantors, Bank of America, N.A., as administrative agent and Bank of America, N.A., Royal Bank of Canada, Bank of Montreal, Chicago Branch, the Bank of Nova Scotia and ING Capital LLC, as lenders with an original term of four years. Loans under the RCF bear interest at a rate equal to either a base rate plus a margin ranging from 1.00 % to 1.75 % or an adjusted LIBOR rate plus a margin ranging from 2.00 % to 2.75 %, as selected by the Company, in each case, with such margin determined in accordance with a pricing grid based upon the Company’s consolidated net leverage ratio as of the end of the applicable period. The RCF was subsequently amended in 2018, 2019, 2021, 2022, 2023 and 2024, including amendments to extend the term of the RCF, increase its capacity, add and remove lenders, modify restrictive covenants, and address other matters.
On February 21, 2024, the Company entered into an agreement to extend and enhance the RCF (the “February 2024 Amendment”). The February 2024 Amendment, among other things, (1) extends the term of the RCF by approximately two years so that it now matures in February 2027, (2) increases the RCF to $400 million, (3) adds Fédération Des Caisses Desjardins Du Québec and National Bank of Canada as lenders on the RCF, (4) permits the Company to obtain one or more increases of the RCF in an aggregate amount of up to $100 million in incremental loans and commitments, subject to certain conditions, including obtaining commitments from relevant lenders to provide such increase, (5) allows for unencumbered domestic cash to be included in the calculation of the consolidated net leverage ratio, and (6) allows up to $15 million of non-capitalized underground mine development costs related to Silvertip to be excluded from the calculation of Consolidated EBITDA for purposes of the RCF.
The RCF is secured by substantially all of the assets of the Company and its U.S. subsidiaries, including the land, mineral rights and infrastructure at the Kensington, Rochester and Wharf mines as well as a pledge of the shares and other equity interests of certain of the Company’s subsidiaries. The Credit Agreement contains representations and warranties and affirmative and negative covenants that are usual and customary, including representations, warranties, and covenants that, among other things, restrict the ability of the Company and its subsidiaries to incur additional debt, incur or permit liens on assets, make investments and acquisitions, consolidate or merge with any other company, engage in asset sales and make dividends and distributions. The Credit Agreement requires the Company to meet certain financial covenants, including a senior secured leverage ratio, a consolidated net leverage ratio and a consolidated interest coverage ratio. Obligations under the RCF may be accelerated upon the occurrence of certain customary events of default.
At December 31, 2025, the Company had no outstanding draws, $0.5 million in outstanding letters of credit and $399.5 million available under the RCF. Future borrowing may be subject to certain financial covenants.
Finance Lease Obligations
From time to time, the Company acquires mining equipment and facilities under finance lease agreements. In the year ended December 31, 2025, the Company entered into a new lease financing arrangement for mining equipment at Rochester for
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Coeur Mining, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
$0.8 million at an interest rate of 7.2 %. The Company prepaid $25.6 million in finance leases at Rochester and Kensington in the third and fourth quarters of 2025, which, combined with planned principal payments, decreased outstanding finance lease obligations by 53%, or $55.3 million, in the year ended December 31, 2025. All finance lease obligations are recorded, upon lease inception, at the present value of future minimum lease payments.
Interest Expense
| Year Ended December 31, | |||||||||||||||||
| In thousands | 2025 | 2024 | 2023 | ||||||||||||||
| 2029 Senior Notes | $ | $ | |||||||||||||||
| Revolving Credit Facility | |||||||||||||||||
| Finance lease obligations | |||||||||||||||||
| Amortization of debt issuance costs | |||||||||||||||||
| Other obligations | |||||||||||||||||
| Capitalized interest | ( | ( | ( | ||||||||||||||
| Total interest expense, net of capitalized interest | $ | $ | $ | ||||||||||||||
NOTE 10 – RECLAMATION
Reclamation and mine closure costs are based principally on legal and regulatory requirements. Management estimates costs associated with reclamation of mining properties and assesses its financial capacity to meet closure requirement obligations. On an ongoing basis, management evaluates its estimates and assumptions, and future expenditures could differ from current estimates. The estimated reclamation and mine closure costs were discounted using credit-adjusted, risk-free interest rates ranging from 6.3 % to 9.6 %. The asset retirement obligation increased in 2025 due to increased reclamation and mine closure costs associated with Las Chispas. Coeur maintains the financial capacity to meet current estimated costs of the tailings facility lifecycle, including closure and post-closure obligations.
Changes to the Company’s asset retirement obligations for its operating sites are as follows:
| Year Ended December 31, | |||||||||||
| In thousands | 2025 | 2024 | |||||||||
| Asset retirement obligation - Beginning | $ | $ | |||||||||
| Accretion | |||||||||||
| Additions and changes to estimates | |||||||||||
| Settlements | ( | ( | |||||||||
| Asset retirement obligation - Ending | $ | $ | |||||||||
NOTE 11 – INCOME AND MINING TAXES
The components of Income (loss) before income taxes are below:
| Year Ended December 31, | |||||||||||||||||
| In thousands | 2025 | 2024 | 2023 | ||||||||||||||
| United States | $ | $ | $ | ( | |||||||||||||
| Foreign | |||||||||||||||||
| Total | $ | $ | $ | ( | |||||||||||||
92
Coeur Mining, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
The components of the consolidated Income and mining tax (expense) benefit from continuing operations are below:
| Year Ended December 31, | |||||||||||||||||
| In thousands | 2025 | 2024 | 2023 | ||||||||||||||
| Current: | |||||||||||||||||
| United States | $ | ( | $ | ( | $ | ||||||||||||
| United States — State mining taxes | ( | ( | ( | ||||||||||||||
| United States — Foreign withholding tax | ( | ( | ( | ||||||||||||||
| Canada | ( | ( | ( | ||||||||||||||
| Mexico | ( | ( | ( | ||||||||||||||
| Deferred: | |||||||||||||||||
| United States | |||||||||||||||||
| United States — State mining taxes | ( | ( | |||||||||||||||
| Canada | ( | ( | |||||||||||||||
| Mexico | |||||||||||||||||
| Income tax (expense) benefit | $ | ( | $ | ( | $ | ( | |||||||||||
The Company’s Income and mining tax benefit (expense) differed from the amounts computed by applying the United States statutory corporate income tax rate for the following reasons:
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Coeur Mining, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
| Year Ended December 31, | ||||||||||||||||||||||||||
| In thousands | 2025 | % | 2024 | % | 2023 | % | ||||||||||||||||||||
| U.S. federal statutory tax rate | $ | ( | % | $ | ( | % | $ | % | ||||||||||||||||||
State income and mining taxes, net of federal benefit(1) | ( | ( | ( | ( | ||||||||||||||||||||||
| Foreign tax effects | ||||||||||||||||||||||||||
| Mexico | ||||||||||||||||||||||||||
| Foreign tax rate differences | ( | ( | ( | ( | ||||||||||||||||||||||
| Foreign permanent differences | ( | ( | ( | ( | ||||||||||||||||||||||
| Mining taxes, net of income tax benefit | ( | ( | ( | ( | ||||||||||||||||||||||
| Change in valuation allowance | ( | |||||||||||||||||||||||||
| Foreign withholding taxes | ( | ( | ||||||||||||||||||||||||
| Foreign exchange rates | ( | ( | ||||||||||||||||||||||||
| Foreign inflation and indexing | ( | ( | ||||||||||||||||||||||||
| Uncertain tax positions | ( | |||||||||||||||||||||||||
| Sale of non-core assets | ( | ( | ||||||||||||||||||||||||
| Enactment of 1% increase in Mexico special mining duty tax | ( | |||||||||||||||||||||||||
| Other, net | ( | ( | ( | ( | ||||||||||||||||||||||
| Canada | ||||||||||||||||||||||||||
| Foreign tax rate difference | ( | ( | ( | ( | ||||||||||||||||||||||
| Provincial tax | ( | ( | ||||||||||||||||||||||||
| Canadian flow through shares permanent | ( | ( | ( | ( | ||||||||||||||||||||||
| Change in valuation allowance | ( | ( | ( | ( | ||||||||||||||||||||||
| Foreign withholding taxes | ( | ( | ( | ( | ||||||||||||||||||||||
| Other | ( | |||||||||||||||||||||||||
| Other foreign jurisdictions | ||||||||||||||||||||||||||
| Other | ( | ( | ( | ( | ||||||||||||||||||||||
| Effect of cross border tax laws | ||||||||||||||||||||||||||
| Subpart F income | ( | ( | ( | ( | ||||||||||||||||||||||
| Change in valuation allowance | ( | ( | ( | ( | ||||||||||||||||||||||
| Nondeductible items | ||||||||||||||||||||||||||
| Percentage depletion | ( | ( | ||||||||||||||||||||||||
| Equity compensation | ( | ( | ( | ( | ||||||||||||||||||||||
| Other nondeductible items | ( | ( | ( | ( | ||||||||||||||||||||||
| Other adjustments | ||||||||||||||||||||||||||
| Effect of tax rate changes | ( | ( | ||||||||||||||||||||||||
| Other | ( | ( | ||||||||||||||||||||||||
| Income and mining tax (expense) benefit | $ | ( | % | $ | ( | % | $ | ( | ( | % | ||||||||||||||||
(1)State mining taxes in South Dakota, Nevada, and Alaska made up the majority (greater than 50 percent) of the state tax effect.
The following table provides a reconciliation of cash taxes paid for income and mining taxes:
94
Coeur Mining, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
| Year Ended December 31, | |||||||||||||||||
| In thousands | 2025 | 2024 | 2023 | ||||||||||||||
| Federal | $ | $ | $ | ||||||||||||||
| State | |||||||||||||||||
| South Dakota | |||||||||||||||||
| All other states | |||||||||||||||||
| Foreign | |||||||||||||||||
| Mexico | |||||||||||||||||
| Canada | |||||||||||||||||
| Total net (refunds) payments | $ | $ | $ | ||||||||||||||
At December 31, 2025 and 2024, the significant components of the Company’s deferred tax assets and liabilities are below:
| Year Ended December 31, | |||||||||||
| In thousands | 2025 | 2024 | |||||||||
| Deferred tax liabilities: | |||||||||||
| Property, plant, and equipment | $ | $ | |||||||||
| Mineral properties | |||||||||||
| Other long-term liabilities | |||||||||||
| Deferred tax assets: | |||||||||||
| Net operating loss carryforwards | |||||||||||
| Mineral properties | |||||||||||
| Mining royalty tax | |||||||||||
| Capital loss carryforwards | |||||||||||
| Asset retirement obligation | |||||||||||
| Accrued expenses | |||||||||||
| Tax credit carryforwards | |||||||||||
| Other long-term assets | |||||||||||
| Valuation allowance | ( | ( | |||||||||
| Net deferred tax liabilities | $ | $ | |||||||||
A valuation allowance is provided for deferred tax assets for which it is more likely than not that the related tax benefits will not be realized. The Company analyzes its deferred tax assets and, if it is determined that the Company will not realize all or a portion of its deferred tax assets, it will record or increase a valuation allowance. Conversely, if it is determined that the Company will ultimately be more likely than not able to realize all or a portion of the related benefits for which a valuation allowance has been provided, all or a portion of the related valuation allowance will be reduced. There are a number of factors that impact the Company’s ability to realize its deferred tax assets. For additional information, please see “Item 1A – Risk Factors”.
The Company has historically provided a valuation allowance against its U.S. net deferred tax assets. In 2025, the Company released $209.8 million of valuation allowance against its U.S. net deferred tax assets, resulting in a non-cash deferred tax benefit. The $209.8 million valuation allowance release is composed of $73.3 million related to current year income and $136.5 million related to forecasted future year income. The timing of this valuation allowance release was primarily due to the cumulative income position for the most recent three-year period and projected future earnings.
The Company continues to maintain a valuation allowance against approximately $52.4 million of U.S. federal and state deferred tax assets as of December 31, 2025, because the Company has concluded that it is not more likely than not to be realized.
95
Coeur Mining, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
The exact timing and amount of any valuation allowance release are subject to change, depending upon the level of profitability that the Company is able to achieve and the net deferred tax assets available.
Based upon this analysis, the Company has recorded valuation allowances as follows:
| Year Ended December 31, | |||||||||||
| In thousands | 2025 | 2024 | |||||||||
| U.S. | $ | $ | |||||||||
| Canada | |||||||||||
| Mexico | |||||||||||
| New Zealand | |||||||||||
| Other | |||||||||||
| $ | $ | ||||||||||
The Company has the following tax attribute carryforwards at December 31, 2025, by jurisdiction:
| In thousands | U.S. | Canada | Mexico | New Zealand | Other | Total | |||||||||||||||||||||||||||||
| Regular net operating losses | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Expiration years | 2026-2037, Indefinite | 2028-2044 | 2029-2036 | Indefinite | 2026-2030 | ||||||||||||||||||||||||||||||
| Capital losses | — | — | — | ||||||||||||||||||||||||||||||||
| Foreign tax credits | — | — | — | — | |||||||||||||||||||||||||||||||
As of December 31, 2025, for U.S. income tax purposes, the Company has federal and state net operating loss carryforwards of $522.6 million and $402.0 million, respectively. U.S. net operating loss carryforwards of $313.8 million arising before December 31, 2017 have a 20 -year expiration period, the earliest of which could expire in 2026. U.S. net operating loss carryforwards of $208.8 million arising in 2018 and future periods have an indefinite carryforward period. Foreign tax credits expire if unused beginning in 2026.
The utilization of U.S. net operating loss carryforwards, tax credit carryforwards, and recognized built-in losses may be subject to limitation under the rules regarding a change in stock ownership as determined by the Internal Revenue Code and state tax laws. Section 382 of the Internal Revenue Code of 1986, as amended, imposes annual limitations on the utilization of net operating loss carryforwards, tax credit carryforwards, and certain built-in losses upon an ownership change as defined under that Section. Generally, an ownership change may result from transactions that increase the aggregate ownership of certain stockholders in the Company’s stock by more than 50 percentage points over a three-year testing period. If the Company experiences an ownership change, an annual limitation would be imposed on certain of the Company’s tax attributes, including net operating losses and certain other losses, credits, deductions or tax basis. Management has determined that the Company experienced ownership changes during 2002, 2003, 2007, and 2015 for purposes of Section 382. Based on management’s calculations, the Company does not expect any of its U.S. tax attributes to expire unused as a result of the Section 382 annual limitations. However, the annual limitations may impact the timeframe over which the net operating loss carryforwards can be used, potentially impacting cash tax liabilities in a future period. The U.S. federal tax credits and state net operating losses may potentially be limited as well. The Company continues to maintain a valuation allowance of $52.4 million on U.S. net deferred tax assets since it is more likely than not that the related tax benefits will not be realized.
The Company may also experience ownership changes in the future as a result of subsequent shifts in our stock ownership. As a result, if the Company earns U.S. federal taxable income, it may be limited in the ability to (1) recognize current deductions on built-in loss assets and (2) offset this income with our pre-change net operating loss carryforwards and other tax credit carryforwards, which may be subject to limitations, potentially resulting in increased future tax liability to us. Under the Tax Cuts and Jobs Act of 2017 (“TCJA”), federal net operating losses incurred in 2018 and in future years may be carried forward indefinitely, but the deductibility of such federal net operating losses is limited to 80% of future taxable income.
The Company intends to continue repatriating certain earnings from its Mexican operations and has provided deferred income taxes on the planned distributions.
96
Coeur Mining, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
A reconciliation of the beginning and ending amount related to unrecognized tax benefits is below (in thousands):
| Unrecognized tax benefits at December 31, 2023 | $ | ||||
| Gross increase to current period tax positions | $ | ||||
| Gross increase to prior period tax positions | $ | ||||
| Reductions in unrecognized tax benefits resulting from a lapse of the applicable statute of limitations | $ | ( | |||
| Unrecognized tax benefits at December 31, 2024 | $ | ||||
| Gross increase to current period tax positions | $ | ||||
| Gross increase to prior period tax positions | $ | ||||
| Reductions in unrecognized tax benefits resulting from a lapse of the applicable statute of limitations | $ | ||||
| Unrecognized tax benefits at December 31, 2025 | $ | ||||
At December 31, 2025, 2024, and 2023, $34.4 million, nil , and $2 thousand, respectively, of these gross unrecognized benefits would, if recognized, decrease the Company’s effective tax rate.
The Company operates in numerous countries around the world and is subject to, and pays annual income taxes under, the various income tax regimes in the countries in which it operates. The Company has historically filed, and continues to file, all required income tax returns and paid the taxes reasonably determined to be due. The tax rules and regulations in many countries are highly complex and subject to interpretation. From time to time, the Company is subject to a review of its historic income tax filings and, in connection with such reviews, disputes can arise with the taxing authorities over the interpretation or application of certain rules to the Company’s business conducted within the country involved.
The Company files income tax returns in various U.S. federal and state jurisdictions, in all identified foreign jurisdictions, and various others. The statute of limitations remains open from 2022 for the U.S. federal jurisdiction, for 2016 and from 2019 for the Mexico federal jurisdiction, and from 2019 for certain other foreign jurisdictions. Our 2016 federal tax return is currently under audit in Mexico. As a result of statutes of limitations that will begin to expire within the next 12 months in various jurisdictions and possible settlement of audit-related issues with taxing authorities in various jurisdictions, the Company believes that the total amount of its unrecognized income tax benefit will decrease between $25.0 million and $26.0 million in the next 12 months.
The Company classifies interest and penalties associated with uncertain tax positions as a component of income tax expense and recognized interest and penalties of $15.3 million, nil , and nil at December 31, 2025, 2024, and 2023, respectively.
In 2021, the Organization for Economic Co-operation and Development (OECD) published Pillar Two Model Rules defining a global minimum tax, which calls for the taxation of large corporations at a minimum rate of 15%. The OECD has since issued administrative guidance providing transition and safe harbor rules around the implementation of the Pillar Two global minimum tax. Effective January 1, 2024, a number of countries have proposed or enacted legislation to implement core elements of the Pillar Two proposal.
As a result of business expansions, including the closing of the SilverCrest Transaction in the first quarter of 2025, the Company expects to fall within the scope of the Pillar Two rules as of January 1, 2025. The Company will continue to monitor developments and evaluate the potential impact on future periods. At this time, based on the Company’s current analysis of the Pillar Two provisions and because the Company primarily does business in jurisdictions with a tax rate greater than 15%, the Company does not anticipate a material impact to its Consolidated Financial Statements.
NOTE 12 – STOCK-BASED COMPENSATION
The Company has stock incentive plans for executives and eligible employees. Stock awards include restricted stock, performance shares and stock options. Stock-based compensation expense for the years ended December 31, 2025, 2024, and 2023 was $19.2 million, $12.0 million and $11.4 million, respectively. At December 31, 2025, there was $17.2 million of unrecognized stock-based compensation cost which is expected to be recognized over a weighted-average remaining vesting period of 1.6 years.
Restricted Stock
Restricted stock granted under the Company’s incentive plans is accounted for based on the market value of the underlying shares on the date of grant and generally vests in equal installments annually over three years . Restricted stock awards are accounted for as equity awards. Holders of restricted stock are entitled to vote and to receive any dividends declared on the shares.
97
Coeur Mining, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
The following table summarizes restricted stock activity for the years ended December 31, 2025, 2024, and 2023:
| Restricted Stock | |||||||||||
| Number of Shares | Weighted Average Grant Date Fair Value | ||||||||||
| Outstanding at December 31, 2022 | $ | ||||||||||
| Granted | |||||||||||
| Vested | ( | ||||||||||
| Canceled/Forfeited | ( | ||||||||||
| Outstanding at December 31, 2023 | $ | ||||||||||
| Granted | |||||||||||
| Vested | ( | ||||||||||
| Canceled/Forfeited | ( | ||||||||||
| Outstanding at December 31, 2024 | $ | ||||||||||
| Granted | |||||||||||
| Vested | ( | ||||||||||
| Canceled/Forfeited | ( | ||||||||||
| Outstanding at December 31, 2025 | $ | ||||||||||
At December 31, 2025, there was $7.7 million of unrecognized compensation cost related to restricted stock awards to be recognized over a weighted-average period of 1.4 years.
Performance Shares
Performance shares granted under the Company’s incentive plans are accounted for as equity awards at fair value using a Monte Carlo simulation valuation model.
Performance shares granted prior to 2025 will vest at the end of a three-year service period if internal performance metrics are met, with the number of shares vesting impacted by the inclusion of a modifier based upon a relative stockholder return metric. The relative stockholder return metric is included in the determination of the grant date fair value of the performance shares; however, the recognition of compensation cost for performance share awards is based on the results of the internal performance metrics.
Performance shares granted during 2025 vest at the end of a three-year service period if relative stockholder return and internal performance metrics, including a market condition, are met. The existence of a market condition requires recognition of compensation cost for the performance share awards over the requisite period regardless of whether the relative stockholder return metric is met. On the other hand, the existence of a performance condition requires recognition of compensation cost for the performance share awards based on the performance achieved ranging from 0%-200%.
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Coeur Mining, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
The following table summarizes performance shares activity for the years ended December 31, 2025, 2024, and 2023:
| Performance Shares | |||||||||||
| Number of Shares | Weighted Average Grant Date Fair Value | ||||||||||
| Outstanding at December 31, 2022 | $ | ||||||||||
Granted (1) | |||||||||||
| Vested | ( | ||||||||||
Canceled/Forfeited (1) | ( | ||||||||||
| Outstanding at December 31, 2023 | $ | ||||||||||
Granted (2) | |||||||||||
| Vested | ( | ||||||||||
Canceled/Forfeited (2) | ( | ||||||||||
| Outstanding at December 31, 2024 | $ | ||||||||||
Granted (3) | |||||||||||
| Vested | ( | ||||||||||
Canceled/Forfeited (3) | ( | ||||||||||
| Outstanding at December 31, 2025 | $ | ||||||||||
(1) Includes 26,200 additional shares granted and 468,393 shares cancelled in connection with the vesting of the 2020 award in 2023 due to above-target and below target performance, respectively, in accordance with the terms of the award.
(2) Includes 22,351 additional shares granted and 187,809 shares cancelled in connection with the vesting of the 2021 award in 2024 due to above-target and below target performance, respectively, in accordance with the terms of the award.
(3) Includes 77,826 additional shares granted and 490,093 shares cancelled in connection with the vesting of the 2022 award in 2025 due to above-target and below target performance, respectively, in accordance with the terms of the award.
At December 31, 2025, there was $9.4 million of unrecognized compensation cost related to performance shares to be recognized over a weighted average period of 1.9 years.
Stock Options
Stock options granted under the Company’s incentive plans generally vest over three years and are exercisable over a period not to exceed ten years from the grant date. The exercise price of stock options is equal to the fair market value of the shares on the date of the grant. The value of each stock option award is estimated using the Black-Scholes option pricing model. Stock options are accounted for as equity awards. The following table sets forth the weighted average fair value of stock options and the assumptions used to estimate the fair value of the stock options using the Black-Scholes option valuation model:
| 2025 | 2024 | 2023 | |||||||||||||||
| Weighted average fair value of stock options granted | $ | $ | $ | ||||||||||||||
| Volatility | % | % | % | ||||||||||||||
| Expected life in years | — | — | |||||||||||||||
| Risk-free interest rate | % | % | % | ||||||||||||||
| Dividend yield | % | % | % | ||||||||||||||
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Coeur Mining, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
The following table summarizes stock option activity for the years ended December 31, 2025, 2024, and 2023:
| Stock Options | |||||||||||
| Shares | Weighted Average Exercise Price | ||||||||||
| Outstanding at December 31, 2022 | $ | ||||||||||
| Canceled/forfeited | |||||||||||
| Expired | ( | ||||||||||
| Outstanding at December 31, 2023 | $ | ||||||||||
| Canceled/forfeited | ( | ||||||||||
| Exercised | ( | ||||||||||
| Outstanding at December 31, 2024 | $ | ||||||||||
| Granted | |||||||||||
| Canceled/forfeited | ( | ||||||||||
| Expired | ( | ||||||||||
| Exercised/released | ( | ||||||||||
| Outstanding at December 31, 2025 | $ | ||||||||||
The following table summarizes outstanding stock options as of December 31, 2025:
| Range of Exercise Price | Number Outstanding | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (Years) | Aggregate Intrinsic Value (in thousands) | |||||||||||||||||||
| $ 0.00-$10.00 | $ | $ | |||||||||||||||||||||
| Outstanding | $ | $ | |||||||||||||||||||||
| Vested and expected to vest | $ | $ | |||||||||||||||||||||
| Exercisable | $ | $ | |||||||||||||||||||||
The total intrinsic value of options exercised for the year ended December 31, 2025 was $9.3 million. Cash received from options exercised for the year ended December 31, 2025 was $13.4 million and there was no related tax benefit.
NOTE 13 – FAIR VALUE MEASUREMENTS
| Year Ended December 31, | |||||||||||||||||
| In thousands | 2025 | 2024 | 2023 | ||||||||||||||
| Change in the value of equity securities | $ | $ | $ | ||||||||||||||
| Acquired bullion and metal inventory monetization | ( | ||||||||||||||||
| Fair value adjustments, net | $ | ( | $ | $ | |||||||||||||
Coeur Rochester, Inc., a subsidiary of the Company, had a loan payable of $72.3 million related to the purchase of bullion and metal inventory from SilverCrest that was in effect settled on the date of the SilverCrest Transaction. The acquired bullion and metal inventory was sold during the first quarter of 2025 for proceeds of $72.0 million. The proceeds are included in the operating cash flows for the first quarter and the $0.3 million loss was recorded in Fair value adjustments, net on the Consolidated Statements of Comprehensive Income (loss).
Accounting standards establish 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), secondary priority to quoted prices in inactive markets or observable inputs (Level 2), and the lowest priority to unobservable inputs (Level 3).
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Coeur Mining, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis (at least annually) by level within the fair value hierarchy. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement:
| Fair Value at December 31, 2025 | |||||||||||||||||||||||
| In thousands | Total | Level 1 | Level 2 | Level 3 | |||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Provisional metal sales contracts | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Provisional metal sales contracts | $ | $ | $ | $ | |||||||||||||||||||
| Fair Value at December 31, 2024 | |||||||||||||||||||||||
| In thousands | Total | Level 1 | Level 2 | Level 3 | |||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Provisional metal sales contracts | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Provisional metal sales contracts | $ | $ | $ | $ | |||||||||||||||||||
The Company’s provisional metal sales contracts include concentrate and certain doré sales contracts that are valued using pricing models with inputs derived from observable market data, including forward market prices.
No assets or liabilities were transferred between fair value levels in the year ended December 31, 2025.
The fair value of financial assets and liabilities carried at book value in the financial statements at December 31, 2025 and December 31, 2024 is presented in the following table:
| December 31, 2025 | |||||||||||||||||||||||||||||
| In thousands | Book Value | Fair Value | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||||||||
2029 Senior Notes(1) | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Deferred Cash Due 2026 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
(1) Net of unamortized debt issuance costs of $2.3 million.
| December 31, 2024 | |||||||||||||||||||||||||||||
| In thousands | Book Value | Fair Value | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||||||||
2029 Senior Notes(1) | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Revolving Credit Facility(2) | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Deferred Cash Due 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Deferred Cash Due 2026 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
(1) Net of unamortized debt issuance costs of $3.1 million.
(2) Unamortized debt issuance costs of $3.4 million included in Other Non-Current Assets.
The fair value of the 2029 Senior Notes was estimated using quoted market prices. The fair value of the RCF approximates book value as the liability is secured, has a variable interest rate, and lacks significant credit concerns.
In July 2024, the Company completed the purchase of mining concessions adjacent to the Palmarejo complex from Fresnillo. Total consideration includes a cash payment of $10 million paid at closing, the Deferred Cash Due 2025 of $10 million, which was paid in July 2025, and the Deferred Cash Due 2026 of $5 million. The fair value of the Deferred Cash Due 2025 and Deferred Cash Due 2026 was estimated using the pricing model with inputs derived from observable data, including yield curves and credit spreads. The model inputs can generally be verified and do not involve significant management judgment. Such instruments are classified within Level 2 of the fair value hierarchy.
NOTE 14 – DERIVATIVE FINANCIAL INSTRUMENTS & HEDGING ACTIVITIES
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Coeur Mining, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
The Company is exposed to various market risks, including the effect of changes in metal prices, foreign currency exchange rates and interest rates, and uses derivatives to manage financial exposures that occur in the normal course of business. Derivative gains and losses are included in operating cash flows in the period in which they contractually settle. The Company does not hold or issue derivatives for trading or speculative purposes.
The Company may elect to designate certain derivatives as hedging instruments under U.S. GAAP. The Company formally documents all relationships between designated hedging instruments and hedged items as well as its risk management objectives and strategies for undertaking hedge transactions. This process includes linking all derivatives designated as hedges to either recognized assets or liabilities or forecasted transactions and assessing, both at inception and on an ongoing basis, the effectiveness of the hedging relationships.
Derivatives Designated as Cash Flow Hedging Strategies
To protect the Company’s exposure to fluctuations in metal prices, particularly during times of elevated capital expenditures, in the past the Company has entered into forward contracts. The contracts were net settled monthly, and if the actual price of gold or silver at the time of expiration is lower than the fixed price or higher than the fixed price, it resulted in a realized gain or loss, respectively. The Company elected to designate these instruments as cash flow hedges of forecasted transactions at their inception. At December 31, 2025, the Company had no outstanding derivative cash flow hedge instruments.
The effective portions of cash flow hedges were recorded in Accumulated other comprehensive income (loss) (“AOCI”) until the hedged item was recognized in earnings. Deferred gains and losses associated with cash flow hedges of metal sales revenue were recognized as a component of Revenue in the same period as the related sale is recognized.
The following table sets forth the after-tax gains (losses) on derivatives designated as cash flow hedges that have been included in AOCI and the Consolidated Statement of Comprehensive Income (Loss) for the years ended December 31, 2025, 2024 and 2023, respectively (in thousands):
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
Amount of Gain (Loss) Recognized in AOCI | |||||||||||||||||
| Gold forwards | $ | $ | ( | $ | ( | ||||||||||||
| Silver forwards | ( | ||||||||||||||||
| $ | $ | ( | $ | ( | |||||||||||||
| Amount of (Gain) Loss Reclassified from AOCI to Earnings | |||||||||||||||||
| Gold forwards | $ | $ | $ | ( | |||||||||||||
| Silver forwards | ( | ||||||||||||||||
| $ | $ | $ | ( | ||||||||||||||
Derivatives Not Designated as Hedging Instruments
Provisional Metal Sales
The Company enters into sales contracts with third-party smelters, refiners and off-take customers which, in some cases, provide for a provisional payment based upon preliminary assays and quoted metal prices. The provisionally priced sales contracts contain an embedded derivative that is required to be separated from the host contract for accounting purposes. The host contract is the receivable recorded at the forward price at the time of sale. The embedded derivatives do not qualify for hedge accounting and are marked to market through earnings each period until final settlement.
The Company acquired existing zero cost collar hedges for 1,600 ounces of gold and 200,000 ounces of silver on February 14, 2025 as part of its acquisition of SilverCrest that settled monthly through March 2025. The Company had no outstanding gold or silver hedging contracts at December 31, 2025.
At December 31, 2025, the Company had the following derivative instruments that settle as follows:
| In thousands except average prices and notional ounces | 2025 | 2026 and Thereafter | |||||||||
| Provisional gold sales contracts | $ | $ | |||||||||
| Average gold price per ounce | $ | $ | |||||||||
| Notional ounces | |||||||||||
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Coeur Mining, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
The following summarizes the classification of the fair value of the derivative instruments:
| December 31, 2025 | |||||||||||
| In thousands | Prepaid expenses and other | Accrued liabilities and other | |||||||||
| Provisional metal sales contracts | $ | $ | |||||||||
| December 31, 2024 | |||||||||||
| In thousands | Prepaid expenses and other | Accrued liabilities and other | |||||||||
| Provisional metal sales contracts | $ | $ | |||||||||
The following represent mark-to-market gains (losses) on derivative instruments in the years ended December 31, 2025, 2024, and 2023, respectively (in thousands):
| Year Ended December 31, | ||||||||||||||||||||
| Financial statement line | Derivative | 2025 | 2024 | 2023 | ||||||||||||||||
| Revenue | Provisional metal sales contracts | $ | $ | ( | $ | |||||||||||||||
Credit Risk
NOTE 15 – ADDITIONAL COMPREHENSIVE INCOME (LOSS) DETAIL
Pre-development, reclamation, and other consists of the following:
| Year Ended December 31, | |||||||||||||||||
| In thousands | 2025 | 2024 | 2023 | ||||||||||||||
| Silvertip ongoing carrying costs | $ | $ | $ | ||||||||||||||
| Loss on sale of assets | |||||||||||||||||
| Asset retirement accretion | |||||||||||||||||
Kensington royalty settlement(1) | ( | ||||||||||||||||
| Transaction costs | |||||||||||||||||
Wage and hour litigation settlement(1) | |||||||||||||||||
| Other | |||||||||||||||||
| Pre-development, reclamation and other | $ | $ | $ | ||||||||||||||
Other, net consists of the following:
| Year Ended December 31, | |||||||||||||||||
| In thousands | 2025 | 2024 | 2023 | ||||||||||||||
| Foreign exchange gain (loss) | $ | $ | $ | ( | |||||||||||||
| Loss on dispositions | ( | ||||||||||||||||
| Flow-through shares | |||||||||||||||||
| RMC bankruptcy distribution | |||||||||||||||||
| Other | |||||||||||||||||
| Other, net | $ | $ | $ | ( | |||||||||||||
NOTE 16 – NET INCOME (LOSS) PER SHARE
Basic net income per share is computed by dividing net income available to common stockholders by the weighted average number of shares of the Company’s common stock outstanding during the period. Diluted net income per share reflects the potential dilution that would occur if securities or other contracts to issue common stock were exercised or converted into common stock.
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Coeur Mining, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
For the years ended December 31, 2025, 2024 and 2023, there were 12,917 , 61,467 and 1,777,273 common stock equivalents, respectively, related to equity-based awards that were not included in the diluted earnings per share calculation as the shares would be antidilutive.
| Year Ended December 31, | |||||||||||||||||
| In thousands except per share amounts | 2025 | 2024 | 2023 | ||||||||||||||
| Net income (loss) available to common stockholders | $ | $ | $ | ( | |||||||||||||
| Weighted average shares: | |||||||||||||||||
| Basic | |||||||||||||||||
| Effect of stock-based compensation plans | |||||||||||||||||
| Diluted | |||||||||||||||||
| Income (loss) per share: | |||||||||||||||||
| Basic | $ | $ | $ | ( | |||||||||||||
| Diluted | $ | $ | $ | ( | |||||||||||||
On May 27, 2025, the Company announced a $75.0 million share repurchase program (the “Program”), effective through May 31, 2026. Under the Program, repurchases may be carried out from time to time through opportunistic open-market purchases or by other means in amounts and at prices that Coeur deems appropriate, subject to market and business conditions, applicable legal requirements and other considerations. On June 11, 2025, the Company entered into a 10b-18 share repurchase agreement (the “10b-18 Agreement”) and an issuer securities repurchase 10b5-1 plan (the “Company 10b5-1 Plan”) with BMO Capital Markets Corp. as the Company’s broker. On August 8, 2025, the Company and BMO Capital Markets Corp. amended the Company 10b5-1 Plan to modify certain terms of the arrangement (the “Modified Company 10b5-1 Plan”).
The following table summarizes repurchases made pursuant to the 10b-18 Agreement in the year ended December 31, 2025:
| Year Ended December 31, | |||||
| 2025 | |||||
| Shares repurchased | |||||
| Cost of shares (in thousands) | $ | ||||
| Average price paid per share | $ | ||||
NOTE 17 - SUPPLEMENTAL GUARANTOR INFORMATION
The following summarized financial information is presented to satisfy disclosure requirements of Rule 13-01 of Regulation S-X resulting from the guarantees by Coeur Alaska, Inc., Coeur Explorations, Inc., Coeur Rochester, Inc., Coeur South America Corp., Wharf Resources (U.S.A.), Inc. and its subsidiaries, Coeur Capital, Inc., Sterling Intermediate Holdco, Inc., and Coeur Sterling Holdings LLC (collectively, the “Subsidiary Guarantors”) of the 2029 Senior Notes. The following schedules present summarized financial information of (a) Coeur, the parent company, and (b) the Subsidiary Guarantors (collectively the “Obligor Group”). The summarized financial information of the Obligor Group is presented on a combined basis with intercompany balances and transactions between entities in the Obligor Group eliminated. The Obligor Group’s amounts due from, amounts due to and transactions with certain wholly-owned domestic and foreign subsidiaries of the Company have been presented in separate line items, if they are material. Each of the Subsidiary Guarantors is 100% owned by Coeur and the guarantees are full and unconditional and joint and several obligations. There are no restrictions on the ability of Coeur to obtain funds from the Subsidiary Guarantors by dividend or loan.
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Coeur Mining, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
SUMMARIZED BALANCE SHEET
| Coeur Mining, Inc. | Subsidiary Guarantors | ||||||||||||||||||||||
| In thousands | December 31, 2025 | December 31, 2024 | December 31, 2025 | December 31, 2024 | |||||||||||||||||||
| Current assets | $ | $ | $ | $ | |||||||||||||||||||
Non-current assets(1) | $ | $ | $ | $ | |||||||||||||||||||
| Non-guarantor intercompany assets | $ | $ | $ | $ | |||||||||||||||||||
| Current liabilities | $ | $ | $ | $ | |||||||||||||||||||
| Non-current liabilities | $ | $ | $ | $ | |||||||||||||||||||
| Non-guarantor intercompany liabilities | $ | $ | $ | $ | |||||||||||||||||||
(1) Coeur Mining, Inc.’s non-current assets include its investment in Guarantor Subsidiaries.
SUMMARIZED STATEMENTS OF INCOME
YEAR ENDED DECEMBER 31, 2025
| In thousands | Coeur Mining, Inc. | Subsidiary Guarantors | |||||||||
| Revenue | $ | $ | |||||||||
| Gross profit (loss) | $ | ( | $ | ||||||||
| Net income | $ | $ | |||||||||
NOTE 18 – COMMITMENTS AND CONTINGENCIES
Mexico Litigation Matters
As of December 31, 2025, $29.4 million in principal is due from the Mexican government associated with amounts that were paid as VAT under Coeur Mexicana, S.A. de C.V.’s (“Coeur Mexicana’s”) prior royalty agreement with a subsidiary of Franco-Nevada Corporation, which was terminated in 2016. Coeur Mexicana applied for and initially received refunds in the normal course of these amounts paid as VAT associated with the royalty payments; however, in 2011 the Mexican tax authorities began denying refunds of these amounts based on the argument that VAT was not legally due on the royalty payments. Accordingly, Coeur Mexicana began to request refunds of these amounts paid as VAT as undue payments, which the Mexican tax authorities also denied. The Company has since been engaged in ongoing efforts to recover these amounts from the Mexican government (including through refiling refund requests as undue payments rather than refunds of VAT that were due, litigation and international arbitration). Despite a favorable ruling from Mexican tax courts in this matter in 2019, Mexico still has not returned the payments. While the Company believes that it remains legally entitled to be refunded the full amount of the receivable and intends to rigorously continue its recovery efforts, based on the continued failure to recover the receivable and certain unfavorable Mexican court decisions, the Company determined to write down the carrying value of the receivable at September 30, 2021. Coeur initiated an arbitration proceeding against Mexico under Annex 14-C of the United States-Mexico-Canada Agreement, or USMCA, for violations of the North American Free Trade Agreement, or NAFTA, to pursue recovery of the unduly paid VAT plus interest and other damages. Outcomes in arbitration and the process for recovering funds even if there is a successful outcome in arbitration can be lengthy and unpredictable.
Palmarejo Gold Stream
Coeur Mexicana currently sells 50 % of Palmarejo gold production (excluding production from certain properties acquired in 2015 and 2024) to a subsidiary of Franco-Nevada Corporation (“Franco-Nevada”) under a gold stream agreement for the lesser of $800 or spot price per ounce (“Franco-Nevada Gold Stream Agreement”). The Franco-Nevada Gold Stream Agreement supersedes an earlier arrangement made in January 2009 in which Franco-Nevada purchased a royalty covering 50 % of the gold produced by Coeur Mexicana from its Palmarejo silver and gold mine in Mexico in exchange for total consideration of $78.0 million, consisting of $75.0 million in cash plus a warrant to acquire Franco-Nevada Common Shares that was then-valued at $3.0 million (the “Prior Gold Stream Agreement”). The Prior Gold Stream Agreement was terminated in 2014 and its minimum ounce delivery requirement satisfied in 2016, after which sales under the Franco-Nevada Gold Stream Agreement commenced. Under the Franco-Nevada Gold Stream Agreement, Coeur Mexicana received a $22.0 million deposit toward future deliveries. In accordance with generally accepted accounting principles, although Coeur Mexicana has satisfied its contractual obligation to repay the deposit to Franco-Nevada, the deposit is accounted for as deferred revenue and is recognized as revenue on a units-of-production basis as ounces are sold to Franco-Nevada. Because there is no minimum obligation associated with the deposit, it is not considered a financing, and each shipment is considered to be a separate performance obligation. The Franco-Nevada Gold Stream Agreement represents a contract liability under ASC 606, which requires the Company to ratably recognize a portion of the deposit as revenue for each gold ounce delivered to Franco-Nevada.
105
Coeur Mining, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
The remaining unamortized balance is included in Accrued liabilities and other and Other long-term liabilities on the Consolidated Balance Sheet.
The following table presents a roll forward of the Franco-Nevada contract liability balance:
| Year Ended December 31, | |||||||||||||||||
| In thousands | 2025 | 2024 | 2023 | ||||||||||||||
| Opening Balance | $ | $ | $ | ||||||||||||||
| Revenue Recognized | ( | ( | ( | ||||||||||||||
| Closing Balance | $ | $ | $ | ||||||||||||||
Metal Sales Prepayments
In June 2019, Coeur amended its existing sales and purchase contract with a metal sales counterparty for gold concentrate from its Kensington mine (the “Amended Sales Contract”). From time to time thereafter, the Amended Sales Contract has been further amended to allow for additional prepayments. Additionally, in June 2023, the Company entered into sales and purchase contracts with a metal sales counterparty for gold electrolytic cathodic sludge from its Wharf mine and gold and silver doré from its Rochester mine.
The metal sales prepayments represented a contract liability under ASC 606, which required the Company to recognize ratably a portion of the deposit as revenue for each gold and silver ounce delivered to the customer. The remaining contract liability was included in Accrued liabilities and other on the Consolidated Balance Sheet. In September 2024, Kensington received an additional prepayment of $25.0 million, following the fulfillment of the previous received prepayments. In December 2024, Wharf and Rochester received additional prepayments of $12.5 million and $17.5 million, respectively. All of the outstanding prepayments as of December 31, 2024 were recognized as revenue in the first quarter of 2025. At December 31, 2025, there were no remaining contract liabilities.
The following table presents a roll forward of the prepayment contract liability balance:
| Year Ended December 31, | |||||||||||||||||
| In thousands | 2025 | 2024 | 2023 | ||||||||||||||
| Opening Balance | $ | $ | $ | ||||||||||||||
| Additions | |||||||||||||||||
| Revenue Recognized | ( | ( | ( | ||||||||||||||
| Closing Balance | $ | $ | $ | ||||||||||||||
Kensington Royalty Matter
On March 28, 2024, the Company and its subsidiary Coeur Alaska, Inc. (“Coeur Alaska”) entered into a settlement agreement to resolve litigation with Maverix Metals Inc. and Maverix Metals (Nevada) Inc. (collectively, “Maverix”) regarding the terms of a royalty impacting a portion of the Kensington mine property (the “Maverix Litigation”). While Coeur Alaska continued to believe its claims and counterclaims in the matter were valid, it determined that the settlement was appropriate given the inherent uncertainty presented in litigation matters. Coeur Alaska and Maverix agreed to amend the terms of the royalty to decrease the effective rate of the royalty and to eliminate the concept of cost recoupment provided for in the original royalty. The amended royalty now provides that Coeur Alaska pays a net returns royalty on up to two million troy ounces of gold produced at a rate of: (i) 1.25 % for production occurring from January 1, 2024 through December 31, 2026 and (ii) 1.5 % for production occurring on or after January 1, 2027. The Company also agreed to issue shares of its common stock to an affiliate of Maverix (“Settlement Shares”), consisting of 737,210 shares that were issued in April 2024 and 595,267 shares that were issued in March 2025. The issuances of the Settlement Shares were made pursuant to the exemption from the registration requirements afforded by Section 4(a)(2) of the Securities Act of 1933, as amended.
U.S. Wage and Hour Matter
On November 13, 2024, a putative collective and class action lawsuit was filed against the Company by a former employee in the United States District Court for the Northern District of Illinois, Eastern Division (the “Court”) alleging non-compliance with certain provisions of the Fair Labor Standards Act and the Alaska Wage and Hour Act (“Wage and Hour Litigation”). The Company reached an agreement in principle to resolve the Wage and Hour Litigation on August 26, 2025, and executed a definitive settlement agreement on January 12, 2026 (the “Wage and Hour Litigation Settlement”). The Company denies any wrongdoing and its planned settlement of the Wage and Hour Litigation is not an admission of any non-compliance with the Fair Labor Standards Act or the Alaska Wage and Hour Act, but rather a business decision made in recognition of the
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Coeur Mining, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
costs of defense and inherent uncertainty presented in litigation matters. The Wage and Hour Litigation Settlement was approved by the Court on January 16, 2026. The Company made a settlement payment for $6.1 million in February 2026 and anticipates incurring additional expenses for the employer’s share of relevant taxes for amounts treated as wages.
Other Commitments and Contingencies
The Company, either directly or through its subsidiaries, has a number of active litigation matters related to labor and employment matters involving its operations in Mexico. Although the Company intends to vigorously defend its interests in these matters, litigation is inherently uncertain and the Company has determined it is reasonably possible that it may incur a loss of $0 to $12 million in these matters. This good faith estimate of the potential loss in these matters includes estimates of penalties and interest through the date of this Report, but such penalties and interest may continue to grow during the course of legal proceedings.
NOTE 19 – ADDITIONAL BALANCE SHEET DETAIL AND SUPPLEMENTAL CASH FLOW INFORMATION
Accrued liabilities and other consist of the following:
| In thousands | December 31, 2025 | December 31, 2024 | |||||||||
| Accrued salaries and wages | $ | $ | |||||||||
| Flow-through share premium received | |||||||||||
Deferred revenue (1) | |||||||||||
| Income and mining taxes | |||||||||||
Kensington royalty settlement (1) | |||||||||||
Deferred Cash Due 2026(2) | |||||||||||
Deferred Cash Due 2025(2) | |||||||||||
| Accrued operating costs | |||||||||||
| Unrealized losses on derivatives | |||||||||||
| Taxes other than income and mining | |||||||||||
| Accrued interest payable | |||||||||||
| Operating lease liabilities | |||||||||||
| Accrued liabilities and other | $ | $ | |||||||||
(1) See Note 18 -- Commitments and Contingencies for additional details on deferred revenue liabilities.
(2) See Note 13 -- Fair Value Measurements for additional details on Deferred Cash Due 2026.
107
Coeur Mining, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Consolidated Balance Sheets that total the same such amounts shown in the Consolidated Statements of Cash Flows in the years ended December 31, 2025 and 2024:
| In thousands | December 31, 2025 | December 31, 2024 | |||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Restricted cash equivalents(1) | |||||||||||
| Total cash, cash equivalents and restricted cash shown in the statement of cash flows | $ | $ | |||||||||
(1) Restricted cash equivalents are included in Prepaid expenses and other and Restricted assets on the Consolidated Balance Sheet.
| Year ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Non-cash lease obligations arising from obtaining operating lease assets | $ | $ | $ | ||||||||||||||
| Non-cash financing and investing activities: | |||||||||||||||||
| Finance lease obligations | $ | $ | $ | ||||||||||||||
| Capital expenditures, not yet paid | $ | $ | $ | ||||||||||||||
| Debt for equity exchange | $ | $ | $ | ||||||||||||||
| Other cash flow information: | |||||||||||||||||
| Interest paid | $ | $ | $ | ||||||||||||||
| Income and mining taxes paid | $ | $ | $ | ||||||||||||||
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.
Item 9A. Controls and Procedures
(a)Disclosure Controls and Procedures
The Company’s disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by it in its periodic reports filed with the SEC is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and to ensure that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Based on an evaluation of the Company’s disclosure controls and procedures conducted by the Company’s Chief Executive Officer and Chief Financial Officer, such officers concluded that the Company’s disclosure controls and procedures were effective and operating at a reasonable assurance level as of December 31, 2025.
(b)Management’s Report on Internal Control Over Financial Reporting
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Securities Exchange Act of 1934 defines internal control over financial reporting in Rule 13a-15(f) and 15d-15(f) as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
a.Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;
b.Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
c.Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the consolidated financial statements.
108
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025. In making this assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013). Based upon its assessment, management concluded that, as of December 31, 2025, the Company’s internal control over financial reporting was effective.
The effectiveness of internal control over financial reporting as of December 31, 2025 has been audited by Grant Thornton LLP, an independent registered public accounting firm, as stated in their report which is included herein.
(c) Changes in Internal Control Over Financial Reporting
There have been no changes in the Company’s internal control over financial reporting during the most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.
Item 9B. Other Information
(c) Trading Plans
The trading arrangement for the sale of shares of the Company’s common stock previously adopted by Casey M. Nault , Executive Vice President, General Counsel and Secretary , on February 28, 2025 (the “Nault 10b5-1 Plan”) was terminated on August 22, 2025 (the “Nault 10b5-1 Plan Termination Date”) pursuant to the terms specified in the Nault 10b5-1 Plan because all 202,257 shares subject to the plan had been sold.
The trading arrangement for the sale of shares of the Company’s common stock previously adopted by Mitchell J. Krebs , Chairman, President and Chief Executive Officer , on June 6, 2025 (the “June Krebs 10b5-1 Plan”) was terminated on September 8, 2025 (the “June Krebs 10b5-1 Plan Termination Date”) pursuant to the terms specified in the June Krebs 10b5-1 Plan because all 250,000 shares subject to the plan had been sold.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
109
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Pursuant to General Instruction G(3) of Form 10-K, the information called for by this Item regarding directors is hereby incorporated by reference from the Company’s definitive proxy statement for the 2026 Annual Meeting of Stockholders filed pursuant to Regulation 14A, or an amendment hereto, to be filed not later than 120 days after the end of the fiscal year covered by this Report under the captions “Proposal No. 1: Election of Directors”, “Information about our Executive Officers”, “Corporate Governance Guidelines and Code of Business Conduct and Ethics” and “Audit Committee Report”.
Item 11.Executive Compensation
Pursuant to General Instruction G(3) of Form 10-K, the information called for by this Item is hereby incorporated by reference from the Company’s definitive proxy statement for the 2026 Annual Meeting of Stockholders filed pursuant to Regulation 14A, or an amendment hereto, to be filed not later than 120 days after the end of the fiscal year covered by this Report under the captions “Compensation Discussion and Analysis,” “2025 Summary Compensation Table,” “2025 Grants of Plan-Based Awards,” “Outstanding Equity Awards at 2025 Year End,” “2025 Stock Vested,” “Nonqualified Deferred Compensation,” “Director Compensation” and “Compensation and Leadership Development Committee Report”.
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Pursuant to General Instruction G(3) of Form 10-K, certain information called for by this Item is hereby incorporated by reference from the Company’s definitive proxy statement for the 2026 Annual Meeting of Stockholders filed pursuant to Regulation 14A, or an amendment hereto, to be filed not later than 120 days after the end of the fiscal year covered by this Report under the caption “Share Ownership”.
Equity Compensation Plan Information
The following table sets forth information as of December 31, 2025 regarding the Company’s equity compensation plans.
| Plan category | Number of shares to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of shares remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a) (1) | |||||||||||||||||
| (a) | (b) | (c) | ||||||||||||||||||
| Equity compensation plans approved by security holders | — | $ | — | 19,298,395 | ||||||||||||||||
| Equity compensation plans not approved by security holders | — | — | — | |||||||||||||||||
| Total | — | $ | — | 19,298,395 | ||||||||||||||||
(1)Amounts include 4,762,440 performance shares that cliff vest three years after the date of grant if certain market and performance criteria are met, provided the recipient remains an employee of the Company and subject to approval of the Compensation and Leadership Development Committee of the Board of Directors.
Item 13.Certain Relationships and Related Transactions, and Director Independence
Pursuant to General Instruction G(3) of Form 10-K, the information called for by this Item is hereby incorporated by reference from the Company’s definitive proxy statement for the 2026 Annual Meeting of Stockholders filed pursuant to Regulation 14A, or an amendment hereto, to be filed not later than 120 days after the end of the fiscal year covered by this Report under the captions “Related Person Transactions”, “Meeting Attendance”, “Committees of the Board of Directors”, and “Director Independence”.
110
Item 14. Principal Accountant Fees and Services
Pursuant to General Instruction G(3) of Form 10-K, the information called for by this Item is hereby incorporated by reference from the Company’s definitive proxy statement for the 2026 Annual Meeting of Stockholders filed pursuant to Regulation 14A, or an amendment hereto, to be filed not later than 120 days after the end of the fiscal year covered by this Report under the captions “Audit and Non-Audit Fees” and “Audit Committee Policies and Procedures for Pre-Approval of Independent Auditor Services.” The Company’s independent registered public accounting firm is Grant Thornton, LLP, Chicago, Illinois, PCAOB ID Number: 248 .
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PART IV
Item 6. Exhibits
| 2.1 | Arrangement Agreement, dated as of October 3, 2024 by and among Coeur Mining, Inc., SilverCrest Metals Inc., 1504648 B.C.Unlimited Liability Company, Coeur Rochester, Inc. and Compañía Minera La Llamarada, S.A. de C.V. (Incorporated by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed on October 4, 2024 (File No. 001-08651)). | ||||
| 2.2 | Arrangement Agreement, dated as of November 2, 2025 by and among Coeur Mining, Inc., New Gold Inc. and 1561611 B.C. LTD (Incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on November 3, 2025 (File No. 001-08651)). | ||||
| 3.1 | Delaware Certificate of Conversion of the Registrant, effective as of May 16, 2013 (Incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K12B filed on May 16, 2013 (File No. 001-08641)). | ||||
| 3.2 | Delaware Certificate of Incorporation of the Registrant, effective as of May 16, 2013 (Incorporated herein by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K12B filed on May 16, 2013 (File No. 001-08641)). | ||||
| 3.3 | Certificate of Amendment to Certificate of Incorporation, effective as of May 12, 2015 (Incorporated herein by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-8 filed on May 13, 2015 (File No. 333-204142)). | ||||
| 3.4 | Amended and Restated Bylaws effective September 23, 2024 (incorporated herein by reference to Exhibit 3.1 to the Registrants Current Report on Form 8-K filed on September 27, 2024 (File No. 001-08641)). | ||||
| 3.5 | Certificate of Amendment to Certificate of Incorporation of Coeur Mining, Inc., effective as of May 10, 2022 (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on May 11, 2022 (File No. 001-08641)). | ||||
| 3.6 | Certificate of Amendment to Certificate of Incorporation of Coeur Mining, Inc., effective as of February 13, 2025 (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on February 14, 2025 (File No. 001-08641)). | ||||
| 4.1 | Description of Coeur Mining, Inc. securities registered under Section 12 of the Exchange Act (Filed herewith). | ||||
| 4.2 | Form of Common Stock Share Certificate of the Registrant. (Incorporated herein by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K12B filed on May 16, 2013 (File No. 001-08641)). | ||||
| 4.3 | Indenture, dated March 1, 2021, among Coeur Mining, Inc., as issuer, certain subsidiaries of Coeur Mining, Inc., as guarantors thereto, and The Bank of New York Mellon, as trustee. (Incorporated herein by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on March 1, 2021 (File No. 001-08641)). | ||||
| 10.01 | 401k Plan of the Registrant. (Incorporated by reference to Exhibit 10(pp) to the Registrant’s Annual Report on Form 10-K filed on March 29, 1995 (File No. 001-08641)).** | ||||
| 10.02 | Amended Mining Lease, effective as of August 5, 2005, between Hyak Mining Company, Inc. and Coeur Alaska, Inc. (Incorporated herein by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q filed on August 12, 2005 (File No. 001-08641)). | ||||
| 10.03 | Form of Indemnification Agreement (Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 16, 2013 (File No. 001-08641)). | ||||
| 10.04 | Amended and Restated Executive Severance Policy of the Registrant (Incorporated by reference to Exhibit 10.7 to the Registrant’s Annual Report on Form 10-K filed on February 7, 2018 (File No. 001-08641)).** | ||||
| 10.05 | Offer letter dated February 15, 2013 from the Registrant to Casey M. Nault. (Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on May 7, 2014 (File No. 001-08641)).** | ||||
| 10.06 | Amended and Restated Employment Agreement dated February 5, 2018 between the Registrant and Mitchell J. Krebs (Incorporated by reference to Exhibit 10.9 to the Registrant’s Annual Report on Form 10-K filed on February 7, 2018 (File No. 001-08641)).** | ||||
| 10.07 | Coeur Mining, Inc. 2015 Long-Term Incentive Plan (Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 13, 2015 (File No. 001-08641)).** | ||||
| 10.08 | Annual Incentive Plan Summary of the Registrant (Incorporated herein by reference to Exhibit 10.30 to the Registrant’s Annual Report on Form 10-K filed on February 9, 2017 (File No. 001-08641)).** | ||||
| 10.09 | Officer Severance Policy of the Registrant (Incorporated herein by reference to Exhibit 10.31 to the Registrant’s Annual Report on Form 10-K filed on February 9, 2017 (File No. 001-08641)).** | ||||
| 10.10 | Nonqualified Deferred Compensation Plan of the Registrant (Incorporated herein by reference to Exhibit 10.32 to the Registrant’s Annual Report on Form 10-K filed on February 9, 2017 (File No. 001-08641)).** | ||||
112
| 10.11 | Credit Agreement, dated September 29, 2017, by and among Coeur Mining, Inc., certain subsidiaries of Coeur Mining, Inc., as guarantors, the lenders party thereto and Bank of America, N.A., as administrative agent (Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on October 2, 2017 (File No. 001-08641)). | ||||
| 10.12 | First Amendment to Credit Agreement, dated October 29, 2018, by and among Coeur Mining, Inc., certain subsidiaries of Coeur Mining, Inc., as guarantors, the lenders party thereto and Bank of America, N.A., as administrative agent (Incorporated herein by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed on October 31, 2018 (File No. 001-08641)). | ||||
| 10.13 | Coeur Mining, Inc. 2018 Long-Term Incentive Plan (Incorporated herein by reference to Exhibit 99.1 to the Registrant’s Registration Statement on Form S-8 filed on May 8, 2018 (File No. 333-224751)).** | ||||
| 10.14 | Form of Performance Share Agreement under the Coeur Mining, Inc. 2018 Long-Term Incentive Plan (Incorporated herein by reference to Exhibit 99.2 to the Registrant’s Registration Statement on Form S-8 filed on May 8, 2018 (File No. 333-224751)).** | ||||
| 10.15 | Form of Incentive Stock Option Award Agreement under the Coeur Mining, Inc. 2018 Long-Term Incentive Plan (Incorporated herein by reference to Exhibit 99.3 to the Registrant’s Registration Statement on Form S-8 filed on May 8, 2018 (File No. 333-224751)).** | ||||
| 10.16 | Form of Nonqualified Stock Option Award Agreement under the Coeur Mining, Inc. 2018 Long-Term Incentive Plan (Incorporated herein by reference to Exhibit 99.4 to the Registrant’s Registration Statement on Form S-8 filed on May 8, 2018 (File No. 333-224751)).** | ||||
| 10.17 | Form of Cash-Settled Stock Appreciation Rights Award Agreement under the Coeur Mining, Inc. 2018 Long-Term Incentive Plan (Incorporated herein by reference to Exhibit 99.5 to the Registrant’s Registration Statement on Form S-8 filed on May 8, 2018 (File No. 333-224751)).** | ||||
| 10.18 | Form of Performance Unit Agreement under the Coeur Mining, Inc. 2018 Long-Term Incentive Plan (Incorporated herein by reference to Exhibit 99.6 to the Registrant’s Registration Statement on Form S-8 filed on May 8, 2018 (File No. 333-224751)).** | ||||
| 10.19 | Form of Restricted Stock Award Agreement under the Coeur Mining, Inc. 2018 Long-Term Incentive Plan (Incorporated herein by reference to Exhibit 99.7 to the Registrant’s Registration Statement on Form S-8 filed on May 8, 2018 (File No. 333-224751)).** | ||||
| 10.20 | Offer Letter dated December 12, 2018, between Coeur Mining, Inc. and Thomas S. Whelan (Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 13, 2018 (File No. 001-08641)).** | ||||
| 10.21 | Second Amendment to Credit Agreement, dated April 30, 2019, by and among Coeur Mining, Inc., certain subsidiaries of Coeur Mining, Inc., as guarantors, the lenders party thereto and Bank of America, N.A., as administrative agent (Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Quarterly Report filed on Form 10-Q on May 1, 2019 (File No. 001-8641)). | ||||
| 10.22 | Third Amendment to Credit Agreement, dated August 6, 2019, by and among Coeur Mining, Inc., certain subsidiaries of Coeur Mining, Inc., as guarantors, the lenders party thereto and Bank of America, N.A., as administrative agent (Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on filed Form 10-Q on August 7, 2019 (File No. 001-08641)). | ||||
| 10.23 | Form of Restricted Stock Unit Agreement under the Coeur Mining, Inc. 2018 Long-Term Incentive Plan (Incorporated herein by reference to Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K filed on February 19, 2020 (File No. 001-08641)).** | ||||
| 10.24 | Offer Letter dated April 28, 2020 from the Company to Michael Routledge (Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on October 28, 2020 (File No. 001-08641)).** | ||||
| 10.25 | First Incremental Facility Amendment, dated December 14, 2020, by and among Coeur Mining, Inc., certain subsidiaries of Coeur Mining, Inc., as guarantors, certain of the lenders party thereto and Bank of America, N.A., as administrative agent (Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 16, 2020 (File. No. 001-08641)). | ||||
| 10.26 | Clawback and Forfeiture Policy Effective September 26, 2023 (File. No. 001-08641)).** | ||||
| 10.27 | Fifth Amendment to Credit Agreement, dated March 1, 2021, by and among Coeur Mining, Inc., certain subsidiaries of Coeur Mining, Inc., as guarantors, certain of the lenders party thereto and Bank of America, N.A., as administrative agent. (Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on March 1, 2021 (File No. 001-08641)). | ||||
| 10.30 | Amended and Restated Coeur Mining, Inc. 2018 Long-Term Incentive Plan, effective as of May 11, 2021. (Incorporated herein by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed on May 14, 2021 (File No. 001-08641)).** | ||||
113
| 10.31 | Sixth Amendment to Credit Agreement, dated May 2, 2022, by and among Coeur Mining, Inc., certain subsidiaries of Coeur Mining, Inc., as guarantors, the lenders party thereto and Bank of America, N.A., as administrative agent. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 3, 2022 (File No. 001-08641)). | ||||
| 10.32 | Seventh Amendment to Credit Agreement, dated November 9, 2022, by and among Coeur Mining, Inc., certain subsidiaries of Coeur Mining, Inc., as guarantors, the lenders party thereto and Bank of America, N.A., as administrative agent. (File No. 001-08641)). | ||||
| 10.33 | Eighth Amendment to Credit Agreement, August 9, 2023, by and among Coeur Mining, Inc., certain subsidiaries of Coeur Mining, Inc., as guarantors, the lenders party thereto and Bank of America, N.A., as administrative agent (Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on August 9, 2023 (File No. 001-08641). | ||||
| 10.34 | Ninth Amendment to Credit Agreement, February 21, 2024, by and among Coeur Mining, Inc., certain subsidiaries of Coeur Mining, Inc., as guarantors, the lenders party thereto and Bank of America, N.A., as administrative agent (File No. 001-08641). | ||||
| 10.35 | Amended and Restated Coeur Mining, Inc. 2018 Long-Term Incentive Plan, effective as of May 13, 2025. (Incorporated herein by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed on May 14, 2025 (File No. 001-08641)).** | ||||
| 10.36 | Amended Form of Performance Share Agreement under the Coeur Mining, Inc. 2018 Long-Term Incentive Plan (Filed herewith). | ||||
| 10.37 | Amended Form of Restricted Stock Award Agreement under the Coeur Mining, Inc. 2018 Long-Term Incentive Plan (Filed herewith). | ||||
| 19 | |||||
| 21 | List of subsidiaries of the Registrant (Filed herewith). | ||||
| 23.1 | Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm (Filed herewith). | ||||
| 31.1 | Certification of the CEO (Filed herewith). | ||||
| 31.2 | Certification of the CFO (Filed herewith). | ||||
| 32.1 | CEO Section 1350 Certification (Filed herewith). | ||||
| 32.2 | CFO Section 1350 Certification (Filed herewith). | ||||
| 95.1 | Mine Safety Disclosure (Filed herewith). | ||||
| 96.1 | Technical Report Summary for the Palmarejo Mine (Incorporated herein by reference to Exhibit 96.1 to the Registrant’s Current Report on Form 8-K filed on February 16, 2022 (File. No. 001-08641)). | ||||
| 96.2 | Technical Report Summary for the Rochester Mine (Incorporated herein by reference to Exhibit 96.2 to the Registrant’s Current Report on Form 8-K filed on February 16, 2022 (File. No. 001-08641)). | ||||
| 96.3 | Technical Report Summary for the Kensington Mine (Incorporated herein by reference to Exhibit 96.3 to the Registrant’s Current Report on Form 8-K filed on February 16, 2022 (File. No. 001-08641)). | ||||
| 96.4 | Technical Report Summary for the Las Chispas Mine (Incorporated herein by reference to Exhibit 96.1 to the Registrant’s Current Report on Form 8-K filed on February 19, 2025 (File. No. 001-08641)). | ||||
| 96.5 | Technical Report Summary for the Wharf Mine (Incorporated herein by reference to Exhibit 99.2 to the Registrant’s Current Report on Form 8-K filed on February 18, 2026 (File. No. 001-08641)). | ||||
| 101.INS | XBRL Instance Document* | ||||
| 101.SCH | XBRL Taxonomy Extension Schema* | ||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase* | ||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase* | ||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase* | ||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase* | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and included in Exhibit 101). | ||||
* The following financial information from Coeur Mining, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2025, formatted in XBRL (Extensible Business Reporting Language): Consolidated Balance Sheets, Consolidated Statements of Comprehensive Income (Loss), Consolidated Statements of Cash Flows and Consolidated Statement of Changes in Stockholders’ Equity.
** Management contract or compensatory plan or arrangement.
114
Item 16.Form 10-K Summary
None.
115
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
COEUR MINING, INC.
(Registrant)
| Date: | February 18, 2026 | By: | /s/ Mitchell J. Krebs | ||||||||
| Mitchell J. Krebs (Chairman, President, and Chief Executive Officer) | |||||||||||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
/s/ Mitchell J. Krebs______________________ Mitchell J. Krebs | Chairman, President, and Chief Executive Officer (Principal Executive Officer) | February 18, 2026 | ||||||
/s/ Thomas S. Whelan_____________________ Thomas S. Whelan | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | February 18, 2026 | ||||||
/s/ Ken Watkinson________________________ Ken Watkinson | Vice President, Corporate Controller and Chief Accounting Officer (Principal Accounting Officer) | February 18, 2026 | ||||||
/s/ Linda L. Adamany_____________________ Linda L. Adamany | Director | February 18, 2026 | ||||||
/s/ Pierre Beaudoin________________________ Pierre Beaudoin | Director | February 18, 2026 | ||||||
/s/ Paramita Das__________________________ Paramita Das | Director | February 18, 2026 | ||||||
/s/ Jeane L. Hull__________________________ Jeane L. Hull | Director | February 18, 2026 | ||||||
/s/ Eduardo Luna_________________________ Eduardo Luna | Director | February 18, 2026 | ||||||
/s/ Robert E. Mellor_______________________ Robert E. Mellor | Director | February 18, 2026 | ||||||
/s/ J. Kenneth Thompson___________________ J. Kenneth Thompson | Director | February 18, 2026 | ||||||
116
FAQ
What is Coeur Mining (CDE) and where are its main operations located?
Coeur Mining is a precious metals producer focused on gold and silver. It operates Las Chispas and Palmarejo in Mexico, Rochester in Nevada, Kensington in Alaska, Wharf in South Dakota, and the Silvertip exploration project in British Columbia, Canada, providing diversified geographic exposure.
What major acquisitions did Coeur Mining (CDE) pursue in 2025?
In 2025 Coeur acquired SilverCrest Metals, adding the Las Chispas silver-gold mine, and signed an agreement to acquire New Gold Inc. The New Gold deal, expected to close in the first half of 2026, would add the New Afton and Rainy River operations to Coeur’s portfolio.
How volatile were gold and silver prices impacting Coeur Mining (CDE) in 2025?
Gold prices ranged from $2,633 to $4,449 per ounce in 2025, while silver traded between $29.41 and $74.84 per ounce. This wide volatility directly affects Coeur’s revenue, mine plans and reserve economics, since all of its current revenues come from precious metals production.
What environmental spending does Coeur Mining (CDE) anticipate for 2026?
Coeur expects 2026 environmental compliance expenditures between $18.1 million and $28.1 million, including New Gold assets. These costs cover regulatory obligations such as permitting, monitoring and site-specific environmental programs across its U.S., Mexican and Canadian operations and projects.
How many employees and contractors does Coeur Mining (CDE) have?
As of December 31, 2025, Coeur employed approximately 2,620 people, including 1,289 in the U.S., 1,235 in Mexico and 96 in Canada. It also relied on about 2,093 contractors, providing additional labor across operations and projects in the three countries.
What are key risks highlighted by Coeur Mining (CDE) in its 2025 Form 10-K?
Coeur identifies major risks from metals price volatility, geotechnical and hydrological events, permitting and regulatory changes, political and social issues in foreign jurisdictions, cybersecurity threats, execution of mine expansions and acquisitions, and its ability to service roughly $340.5 million of indebtedness.
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