Coeur Mining, Inc. SEC Filings

Coeur Mining, Inc. executive Casey M. Nault, EVP, General Counsel and Secretary, reported a tax-related share disposition under the company’s incentive compensation plan. On February 17, 2026, 9,730 shares of common stock were withheld by the issuer at a value of $21.81 per share to cover taxes due upon the vesting of restricted shares, rather than being sold on the open market. After this transaction, Nault directly owned 558,893 shares of Coeur Mining common stock, which the disclosure states includes 165,305 unvested restricted shares.

Coeur Mining, Inc. executive vice president and CFO Thomas S. Whelan reported an automatic tax-related share disposition under the company’s incentive compensation plan. On February 17, 12,664 shares of common stock were withheld by the issuer at $21.81 per share to cover taxes due upon vesting of restricted shares, rather than being sold on the open market.

After this tax-withholding disposition, Whelan directly owned 680,434 shares of Coeur Mining common stock, including 182,639 unvested restricted shares. He also reported indirect ownership of 6,000 shares held in a college savings plan for his daughter.

Coeur Mining, Inc. executive Michael Routledge, EVP & Chief Operating Officer, reported a tax-related share disposition. On February 17, 2026, 10,627 shares of common stock were withheld by the company at $21.81 per share to cover taxes due on vesting of restricted shares.

After this tax-withholding disposition, Routledge directly holds 519,990 Coeur Mining shares, which the disclosure notes include 204,199 unvested restricted shares. The transaction reflects an administrative tax payment under the company’s incentive compensation plan rather than an open-market sale.

Coeur Mining, Inc. Chairman, President and CEO Mitchell J. Krebs reported a tax-related share disposition in company stock. On the reported date, 27,778 shares of common stock at $21.81 per share were withheld by the company to cover taxes due upon the vesting of restricted shares, rather than sold in the open market. Following this withholding, Krebs' directly held common stock position is 2,169,531 shares, which includes 452,107 unvested shares of restricted stock.

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.

Coeur Mining reported a breakout 2025, with revenue rising to $2.1 billion from $1.1 billion in 2024 on record gold and silver production and much higher realized prices. GAAP net income from continuing operations jumped to $586 million, or $0.95 per share, and adjusted EBITDA reached $1.0 billion.

Operating cash flow surged to $887 million and free cash flow to $666 million, allowing Coeur to end 2025 with $553.6 million of cash and total debt of $340.5 million. All five mines generated solid results, with Las Chispas alone producing free cash flow of $285.8 million.

The company issued 2026 guidance calling for gold production of 390,000–460,000 ounces and silver production of 18.2–21.3 million ounces, with higher costs reflecting royalties, a stronger Mexican peso and inflation. Coeur expects to pay $400–$500 million of cash income and mining taxes in 2026.

Coeur also highlighted its pending acquisition of New Gold, expected to close in the first half of 2026, and plans to add New Gold’s CEO Patrick Godin and director Marilyn Schonberner to Coeur’s board upon closing. A new technical report for the Wharf Mine supports a mine life extended to about twelve years.

The Vanguard Group has filed an amended Schedule 13G reporting beneficial ownership of 58,212,676 shares of Coeur Mining Inc. common stock, representing 9.06% of the class as of 12/31/2025.

Vanguard reports shared voting power over 5,179,405 shares and shared dispositive power over 58,212,676 shares, with no sole voting or dispositive power. The filing states the securities are held in the ordinary course of business and not for the purpose of changing or influencing control of Coeur Mining. Vanguard notes an internal realignment on January 12, 2026, after which certain subsidiaries or divisions are expected to report beneficial ownership separately while continuing the same investment strategies.

Coeur Mining, Inc. reported that its stockholders approved two key proposals at a special meeting held in connection with its previously announced strategic business combination with New Gold Inc. under a plan of arrangement in British Columbia.

Stockholders first approved an amendment to Coeur’s Certificate of Incorporation to increase authorized common shares from 900,000,000 to 1,300,000,000, with 434,991,142 votes for and a 96.75% approval percentage of votes cast. They also approved issuing Coeur common stock to New Gold shareholders for the combination, with 436,551,109 votes for and a 97.12% approval percentage. A quorum was reached, with 449,963,709 shares represented out of 642,106,588 shares outstanding on the record date.

Coeur Mining filed an 8‑K describing supplemental disclosures to its proxy materials for the planned business combination with New Gold Inc. under a Canadian plan of arrangement. The supplements respond to shareholder lawsuits and demand letters claiming the original proxy omitted material information about the transaction.

The filing explains that, while Coeur believes the claims lack merit and that its proxy complies with applicable laws, it is voluntarily adding more detail to avoid nuisance costs and delays. New tables compare New Gold’s and Coeur’s valuation multiples to selected precious‑metals peers, including metrics such as price to net asset value, enterprise value to projected EBITDA and price to projected cash flow. The special meeting to vote on issuing Coeur shares and amending its charter is scheduled for January 27, 2026.