Fortitude Gold (OTCQB: FTCO) posts Q1 2026 loss and raises $12M in equity

Rhea-AI Filing Summary

Fortitude Gold Corporation reported a weak first quarter 2026 as operations shifted and liquidity was shored up with new equity. Net sales fell to $3.2M from $6.5M a year earlier as gold sales volumes dropped 71%, partly offset by a 65% increase in realized gold prices. Gold production declined to 688 ounces from 1,780 ounces, primarily due to lower leach pad recoveries and lower‑grade ore at Isabella Pearl, partially offset by new, higher‑grade ore from County Line.

Mine gross profit decreased to $2.2M from $3.3M, while general and administrative expenses rose to $2.2M from $1.3M, driven by private placement costs and higher stock‑based compensation. Exploration spending increased to $1.7M. The company swung to a net loss attributable to shareholders of $1.6M, versus net income of $1.2M in 2025, with basic and diluted EPS moving from $0.05 to a loss of $0.06 per share.

Cash rose to $10.0M from $4.7M at year‑end 2025, supported by a private placement of 2,520,206 common shares at $4.75 per share, raising gross proceeds of $12.0M and net $11.7M. Management previously concluded it lacked sufficient liquidity for the next twelve months; the offering is intended to cover short‑term operating and exploration needs. Working capital improved to $31.3M from $29.5M as the company advanced mining at Isabella Pearl and County Line and entered a 60/40 joint venture on its East Camp Douglas property.

Positive

• None.

Negative

• Sharp deterioration in profitability: Net sales dropped from $6.5M to $3.2M and the company moved from $1.2M net income to a $1.6M net loss attributable to shareholders, as volumes fell and costs rose.
• Liquidity strain requiring dilution: Management concluded year-end working capital was insufficient to fund twelve months of needs, leading to a $12.0M private placement of 2,520,206 shares to cover short-term liquidity and exploration.
• Higher unit cost profile: All-in sustaining cost climbed to $2,263 per ounce at Isabella Pearl and $4,170 per ounce at County Line, signaling squeezed margins even with significantly higher realized gold prices.

Insights

Mining equity analyst

Results show a sharp earnings deterioration and equity-funded liquidity fix.

Fortitude Gold saw net sales fall from $6.5M to $3.2M as gold ounces sold dropped 71% despite a 65% price increase. Mine gross profit shrank to $2.2M, and higher G&A and exploration pushed results to a $1.6M net loss attributable to shareholders.

Cash costs and all-in sustaining costs increased, particularly at the new County Line mine, where AISC reached $4,170 per gold ounce sold. Isabella Pearl’s AISC of $2,263 per ounce also rose versus the prior year, reflecting lower grades and lower leach pad recoveries. These metrics indicate margin pressure even with elevated gold prices.

Management disclosed that, based on the December 31, 2025 working capital and projected cash burn, it did not have sufficient liquidity for the next twelve months. The $12.0M private placement of 2,520,206 shares, yielding net proceeds of $11.7M, is expected to address short‑term liquidity and fund exploration at assets like East Camp Douglas. Future filings will clarify whether production from County Line and Scarlet South can stabilize volumes and costs.

Key Figures

Net sales: $3.2M Net (loss) income attributable to shareholders: ($1.6M) EPS (basic and diluted): ($0.06) per share +5 more

8 metrics

Net sales $3.2M Three months ended March 31, 2026; vs $6.5M in 2025

Net (loss) income attributable to shareholders ($1.6M) Three months ended March 31, 2026; vs $1.2M income in 2025

EPS (basic and diluted) ($0.06) per share Q1 2026; vs $0.05 per share in Q1 2025

Cash and cash equivalents $10.0M Balance at March 31, 2026; vs $4.7M at December 31, 2025

Private placement proceeds $12.0M gross / $11.7M net 2,520,206 shares at $4.75 in Q1 2026

Gold production 688 ounces Three months ended March 31, 2026; vs 1,780 ounces in 2025

Isabella Pearl AISC $2,263/oz All-in sustaining cost per gold ounce sold, Q1 2026

County Line AISC $4,170/oz All-in sustaining cost per gold ounce sold, Q1 2026

Key Terms

all-in sustaining cost, non-GAAP, Net Proceeds of Minerals tax, variable interest entity, +2 more

6 terms

all-in sustaining cost financial

"Total all-in sustaining cost per gold ounce sold | $ | 2,263 |"

All-in sustaining cost (AISC) is a per-unit measure that shows the full, ongoing cost to produce a commodity, typically an ounce of metal, including direct mining costs, sustaining capital (ongoing equipment and mine upkeep), royalties, and general overhead. For investors it matters because AISC reveals the durable earning power and true profit margin of a producer—like calculating the total monthly cost to own and operate a car to judge whether selling rides is profitable over time.

non-GAAP financial

"presents certain financial measures that are not prepared in accordance with U.S. Generally Accepted Accounting Principles (“Non-GAAP”)"

Non-GAAP refers to financial measures that companies use to show their earnings or performance without including certain expenses or income that are often added back to give a different picture. It matters because it can make a company's results look better or more favorable, but it may also hide important costs, so investors need to look at both GAAP (official rules) and non-GAAP numbers to get a full understanding.

Net Proceeds of Minerals tax financial

"a 5% Net Proceeds of Minerals tax applies to the Company’s operations in Nevada"

variable interest entity financial

"ECD LLC, in its Consolidated Condensed Financial Statements as the primary beneficiary of ECD LLC, which is a variable interest entity"

A variable interest entity (VIE) is a company structure where one party controls another company’s operations and economic outcomes through contracts or special arrangements instead of owning a majority of its voting shares. For investors, VIEs matter because the controlling party’s financial results, debts and risks can appear in the controller’s reports even though ownership looks separate, so understanding VIEs helps assess true exposure, governance limits and transparency—like spotting a puppet controlled by strings rather than direct ownership.

asset retirement obligation financial

"The following table presents the changes in the Company’s asset retirement obligation for the three months ended March 31, 2026"

A liability recorded for the future cost to retire, dismantle or clean up a long-lived asset — for example removing an oil rig, closing a mine, or decommissioning a plant. Investors care because it reduces reported profit and ties up capital: companies must estimate and set aside money now for a known future expense, and changes to that estimate can swing earnings, debt ratios and the company’s cash needs much like setting aside savings to repair or return a rented property later.

FAST-41 Transparency Dashboard technical

"The Golden Mile Project continues to be included on the FAST-41 Transparency Dashboard for a mine permit."

Earnings Snapshot

Sales, net: $3.2M

Q1 2026

Sales, net $3.2M down from $6.5M in Q1 2025

Net (loss) income attributable to shareholders ($1.6M) down from $1.2M net income in Q1 2025

Basic EPS ($0.06) down from $0.05 in Q1 2025

Gold ounces produced 688 oz down from 1,780 oz in Q1 2025

Mine gross profit $2.2M down from $3.3M in Q1 2025

10-Q Quarterly Reports: What Changes Quarter to Quarter →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

​

​

(Mark One)

☒     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

​

For the quarterly period ended March 31, 2026

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: 333-249533

Fortitude Gold Corporation

(Exact name of registrant as specified in its charter)

​

​	​
Colorado	85-2602691
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

​

723 South Cascade Avenue

Colorado Springs, CO 80903

(Address of Principal Executive Offices)

(719) 717 9825

(Registrant’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:

​

​

​	​	​
Title of Each Class	Trading symbol	Name of Exchange on which registered
N/A	N/A	N/A

​

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  ⌧    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  ⌧    No   ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth 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.

​

​	​	​	​	​	​
Large accelerated filer	◻	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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes  ☐    No  ⌧

As of May 8, 2026 the registrant had 27,189,528 outstanding shares of common stock.

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Table of Contents

TABLE OF CONTENTS

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​	​ ​ ​	​	​ ​ ​	Page
​	​	​	​	​
Part I	​	Financial Information	​	​
Item 1.	​	Financial Statements	​	1
​	​	Condensed Consolidated Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 2025	​	1
​	​	Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025 (Unaudited)	​	2
​	​	Condensed Consolidated Statements of Shareholders’ Equity for the three months ended March 31, 2026 and 2025 (Unaudited)	​	3
​	​	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025 (Unaudited)	​	4
​	​	Notes to Condensed Consolidated Financial Statements (Unaudited)	​	5
Item 2.	​	Management’s Discussion and Analysis of Financial Condition and Results of Operations	​	12
Item 3.	​	Quantitative and Qualitative Disclosures about Market Risk	​	20
Item 4.	​	Controls and Procedures	​	20
Part II	​	Other Information	​	​
Item 1.	​	Legal Proceedings	​	21
Item 1A.	​	Risk Factors	​	21
Item 2.	​	Unregistered Sales of Equity Securities and Use of Proceeds	​	21
Item 4.	​	Mine Safety Disclosures	​	21
Item 5.	​	Other Information	​	21
Item 6.	​	Exhibits	​	22
Signatures	​	​	​	23

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Table of Contents

PART I – FINANCIAL INFORMATION

ITEM 1. Financial Statements

FORTITUDE GOLD CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(U.S. Dollars in thousands, except per share data)

​

​	​	​	​	​	​	​
​	​	March 31,		​	December 31,
​	​ ​ ​	2026		​ ​ ​	2025
​	​	(unaudited)		​	​	​
ASSETS	​	​	​	​	​	​
Current assets:	​	​	​	​	​	​
Cash and cash equivalents	​	$	10,025	​	$	4,656
Gold and silver rounds/bullion	​	​	3,524	​	​	3,336
Inventories	​		26,547	​		29,312
Prepaid taxes	​	​	450	​	​	450
Prepaid expenses and other current assets	​		729	​		867
Total current assets	​		41,275	​		38,621
Property, plant and mine development, net	​		44,452	​		46,213
Leach pad inventories	​	​	59,161	​	​	50,291
Other non-current assets	​		1,070	​		1,060
Total assets	​	$	145,958	​	$	136,185
LIABILITIES AND SHAREHOLDERS' EQUITY	​		​	​		​
Current liabilities:	​		​	​		​
Accounts payable	​	$	2,563	​	$	1,468
Finance lease liabilities, current	​		7,220	​		7,208
Other current liabilities	​		194	​		397
Total current liabilities	​		9,977	​		9,073
Finance lease liabilities, net of current portion	​	​	10,174	​	​	11,882
Asset retirement obligations	​		11,290	​		10,856
Total liabilities	​		31,441	​		31,811
Shareholders' equity:	​		​	​		​
Preferred stock - $0.01 par value, 20,000,000 shares authorized and nil outstanding at March 31, 2026 and December 31, 2025	​		—	​		—
Common stock - $0.01 par value, 200,000,000 shares authorized and 27,189,528 shares outstanding at March 31, 2026 and 24,375,209 shares outstanding at December 31, 2025	​		272	​		244
Additional paid-in capital	​		118,901	​		106,882
Accumulated deficit	​		(5,165)	​		(2,752)
Fortitude shareholders' equity	​		114,008	​		104,374
Noncontrolling interest	​	​	509	​	​	—
Total shareholders' equity	​	​	114,517	​	​	104,374
Total liabilities and shareholders' equity	​	$	145,958	​	$	136,185

​

The accompanying notes are an integral part of these condensed consolidated financial statements.

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1

Table of Contents

FORTITUDE GOLD CORPORATION
Condensed Consolidated Statements of Operations
(U.S. Dollars in thousands, except per share data)
(Unaudited)

​

​

​	​	​	​	​	​	​	​
​	​	Three months ended					​
​	​	March 31,					​
​	​ ​ ​	2026		​ ​ ​	2025		​
Sales, net	​	$	3,200	​	$	6,536	​
Mine cost of sales:	​		​	​		​	​
Production costs	​		743	​		2,263	​
Depreciation and amortization	​		245	​		887	​
Reclamation and remediation	​		24	​		51	​
Total mine cost of sales	​		1,012	​		3,201	​
Mine gross profit	​		2,188	​		3,335	​
Costs and expenses:	​		​	​		​	​
General and administrative expenses	​		2,206	​		1,276	​
Exploration expenses	​		1,676	​		1,382	​
Facilities and mine construction	​	​	183	​	​	—	​
Other expense (income), net	​		44	​		(572)	​
Total costs and expenses	​		4,109	​		2,086	​
(Loss) income before income and mining taxes	​		(1,921)	​		1,249	​
Mining and income tax expense	​		—	​		—	​
Net (loss) income	​	​	(1,921)	​	​	1,249	​
Net loss (income) attributable to noncontrolling interest	​	​	291	​	​	—	​
Net (loss) income attributable to Fortitude Shareholders	​	$	(1,630)	​	$	1,249	​
​	​	​	​	​	​	​	​
Net (loss) income per common share attributable to Fortitude Shareholders:	​		​	​		​	​
Basic	​	$	(0.06)	​	$	0.05	​
Diluted	​	$	(0.06)	​	$	0.05	​
Weighted average shares outstanding:	​		​	​		​	​
Basic	​	​	25,832,987	​	​	24,173,209	​
Diluted	​		25,832,987	​		24,518,364	​

​

The accompanying notes are an integral part of these condensed consolidated financial statements.

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2

Table of Contents

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FORTITUDE GOLD CORPORATION
Condensed Consolidated Statements of Shareholders’ Equity
(U.S. Dollars in thousands)
(Unaudited)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​ ​ ​ ​

Three Months Ended March 31, 2026 and 2025

​

​

​

​

Par

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Number of

​

Value of

​

​

​

​

(Accumulated Deficit)

​

​

​

Total

​

​

Common

​

Common

​

Additional Paid-

​

​

Retained

​

Noncontrolling

​

Shareholders'

​

​ ​ ​ ​

Shares

​ ​ ​ ​

Shares

​ ​ ​ ​

in Capital

​ ​ ​ ​

​

Earnings

​ ​ ​ ​

Interest

​ ​ ​ ​

Equity

Balance, December 31, 2024

​

24,173,209

​

$

242

​

$

105,207

​

$

2,644

​

$

—

​

$

108,093

Stock-based compensation

​

—

​

​

—

​

​

396

​

—

​

—

​

396

Dividends

​

—

​

​

—

​

​

—

​

(2,901)

​

—

​

(2,901)

Net income

​

—

​

​

—

​

​

—

​

​

1,249

​

​

—

​

​

1,249

Balance, March 31, 2025

​

24,173,209

​

$

242

​

$

105,603

​

$

992

​

$

—

​

$

106,837

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Balance, December 31, 2025

​

24,375,209

​

$

244

​

$

106,882

​

$

(2,752)

​

$

—

​

$

104,374

Stock-based compensation

​

150,000

​

1

​

1,191

​

—

​

—

​

1,192

Issuance of stock, net of issuance costs

​

2,520,206

​

​

25

​

​

11,630

​

​

—

​

​

—

​

​

11,655

Contribution to JV

​

—

​

​

—

​

​

(800)

​

​

—

​

​

800

​

​

—

Common stock issued for vested restricted stock units

​

140,000

​

​

1

​

​

(1)

​

​

—

​

​

—

​

​

—

Dividends

​

—

​

—

​

—

​

(783)

​

—

​

(783)

Stock options exercised

​

4,113

​

​

1

​

​

(1)

​

​

—

​

​

—

​

​

—

Net loss

​

—

​

—

​

—

​

(1,630)

​

(291)

​

(1,921)

Balance, March 31, 2026

​

27,189,528

​

$

272

​

$

118,901

​

$

(5,165)

​

$

509

​

$

114,517

​

The accompanying notes are an integral part of these condensed consolidated financial statements.

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3

Table of Contents

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FORTITUDE GOLD CORPORATION
Condensed Consolidated Statements of Cash Flows
(U.S. Dollars in thousands)
(Unaudited)

​

​	​	​	​	​	​	​
​	​	Three months ended
​	​	March 31,
​	​ ​ ​	2026		​ ​ ​	2025
Cash flows from operating activities:		​	​		​	​
Net (loss) income	​	$	(1,921)	​	$	1,249
Adjustments to reconcile net (loss) income to net cash from operating activities:	​		​	​		​
Depreciation and amortization	​		306	​		942
Stock-based compensation	​	​	1,192	​	​	396
Reclamation and remediation accretion	​	​	24	​	​	51
Asset retirement obligation	​	​	133	​	​	—
Unrealized gain on gold and silver rounds/bullion	​	​	(188)	​	​	(358)
Other operating adjustments	​		2	​		—
Changes in operating assets and liabilities:	​		​	​		​
Accounts receivable	​		—	​		(685)
Inventories	​		(4,131)	​		(3,393)
Prepaid expenses and other current assets	​		139	​		369
Other non-current assets	​		(10)	​		—
Accounts payable and other accrued liabilities	​		1,063	​		(942)
Net cash used in operating activities	​		(3,391)	​		(2,371)
​	​	​	​	​	​	​
Cash flows from investing activities:	​		​	​		​
Capital expenditures	​		(512)	​		(390)
Net cash used in investing activities	​		(512)	​		(390)
​	​	​	​	​	​	​
Cash flows from financing activities:	​		​	​		​
Dividends paid	​	​	(783)	​	​	(2,901)
Issuance of stock, net of issuance costs	​	​	11,655	​	​	—
Repayment of finance leases	​		(1,600)	​		—
Net cash provided by (used in) financing activities	​		9,272	​		(2,901)
​	​	​	​	​	​	​
Net increase (decrease) in cash and cash equivalents	​		5,369	​		(5,662)
Cash and cash equivalents at beginning of period	​		4,656	​		27,082
Cash and cash equivalents at end of period	​	$	10,025	​	$	21,420
​	​	​	​	​	​	​
Supplemental Cash Flow Information	​		​	​		​
Interest expense paid	​	$	186	​	$	—
Income and mining taxes paid	​	$	—	​	$	—
Non-cash investing and financing activities:	​		​	​		​
Change in capital expenditures in accounts payable	​	$	(271)	​	$	289
Change in estimate for asset retirement costs	​	$	—	​	$	—

​

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

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​

FORTITUDE GOLD CORPORATION
Notes to Condensed Consolidated Financial Statements
(Dollars in thousands, unless otherwise stated)
(Unaudited)

1. Basis of Presentation of Financial Statements

These interim Condensed Consolidated Financial Statements (“interim financial statements”) of Fortitude Gold Corporation and its subsidiaries (collectively, the “Company”) are unaudited and have been prepared in accordance with the rules of the Securities and Exchange Commission for interim statements. Certain information and footnote disclosures required by United States Generally Accepted Accounting Principles (“U.S. GAAP”) have been condensed or omitted as permitted by such rules, although the Company believes that the disclosures included are adequate to make the information presented not misleading. The interim financial statements included herein are expressed in United States dollars and in the opinion of management, include all adjustments (all of which are of a normal recurring nature) and disclosures necessary for a fair presentation. The results reported in these interim financial statements are not necessarily indicative of the results that may be reported for the entire year. These interim financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2025 included in the Company’s annual report on Form 10-K. The year-end balance sheet data were derived from the audited financial statements. Unless otherwise noted, there have been no material changes to the footnotes from the audited consolidated financial statements contained in the Company’s annual report on Form 10-K. All intercompany accounts and transactions have been eliminated in consolidation.

Operating Segments and Related Disclosures

​

We manage our company as one reportable operating segment, mining operations, which produces gold for sale to our customers. The segment information aligns with how the Company’s Chief Operating Decision Maker (“CODM”) reviews and manages our business. The Company’s CODM is the Company’s Chief Executive Officer.

​

Financial information and annual operating plans and forecasts are prepared and reviewed by the CODM at a consolidated level. The CODM assesses performance for the mining operations segment and decides how to better allocate resources based on consolidated net income that is reported on the Condensed Consolidated Statements of Operations. The Company's objective in making resource allocation decisions is to optimize the consolidated financial results. The accounting policies of our mining operations segment are the same as those described in the Summary of Significant Accounting Policies. Refer to Note 1 to the financial statements included in the Company’s 10-K report for the year ended December 31, 2025 for a description of our Significant Accounting Policies.

​

Noncontrolling Interests

​

The Company has a 60% economic interest in East Camp Douglas, LLC (“ECD LLC”) with the remaining interest held by Hawthorne Minerals, LLC (“HLM”). The Company consolidates ECD LLC, in its Consolidated Condensed Financial Statements as the primary beneficiary of ECD LLC, which is a variable interest entity. Under the terms of the agreement, 100% of income and expenses for ECD LLC are attributable to HLM until HLM contributes the required $40 million for exploration activities at the East Camp Douglas property.  For the three months ended March 31, 2026 and 2025, the Company recognized losses of $291 and nil, respectively, within Net loss (income) attributable to non-controlling interests related to ECD, LLC.

​

5

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2. New Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which requires more detailed disclosures about specified categories of expenses (including purchases of inventory, employee compensation, depreciation, and amortization) included in certain expense captions in the Consolidated Statements of Operations.  This update applies to all public business entities. The new standard is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of adopting this new standard.

3. Revenue

The following table presents the Company’s net sales:

​

​	​	​	​	​	​	​
​	​ ​ ​	Three months ended
​	​	March 31,
​	​ ​ ​	2026		​ ​ ​	2025
​	​	(in thousands)
Sales, net	​	​	​	​	​	​
Gold sales	​	$	3,217	​	$	6,684
Less: Refining charges	​		(17)	​		(148)
Total sales, net	​	$	3,200	​	$	6,536

​

​

4. Gold and Silver Rounds/Bullion

The Company periodically purchases gold and silver rounds/bullion on the open market for treasury diversification and investment purposes.

​

At March 31, 2026 and December 31, 2025, the Company’s holdings of rounds/bullion, using quoted market prices, consisted of the following:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

March 31,

​ ​ ​

December 31,

​

​

2026

​ ​ ​

2025

​

​ ​ ​

Ounces

​ ​ ​

Per Ounce

​ ​ ​

Amount

​ ​ ​

Ounces

​ ​ ​

Per Ounce

​ ​ ​

Amount

​

​

​

​

​

​

​

(in thousands)

​

​

​

​

​

​

(in thousands)

Gold

​

611

​

$

4,608

​

$

2,815

​

611

​

$

4,308

​

$

2,632

Silver

​

9,716

​

$

73

​

$

709

​

9,776

​

$

72

​

$

704

Total holdings

​

​

​

​

​

​

$

3,524

​

​

​

​

​

​

$

3,336

​

​

​

6

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5. Inventories

On March 31, 2026 and December 31, 2025, current inventories consisted of the following:

​

​	​	​	​	​	​	​
​	​ ​ ​	March 31,		​ ​ ​	December 31,
​	​ ​ ​	2026		​ ​ ​	2025
​	​ ​ ​	(in thousands)
Stockpiles	​	$	855	​	$	2,132
Leach pad	​		25,417	​		26,820
Doré	​		17	​		11
Subtotal - product inventories	​		26,289	​		28,963
Materials and supplies	​		258	​		349
Total	​	$	26,547	​	$	29,312

​

In addition to the inventories above, as of March 31, 2026 and December 31, 2025, the Company had $59.2 million and $50.3 million, respectively, of non-current leach pad inventory.

​

​

6. Income Taxes

The Company accounts for income taxes in accordance with the provisions of ASC 740, “Income Taxes” (“ASC 740”), on a tax jurisdictional basis.  The Company files a consolidated U.S. income tax return and at the federal level its income is taxed at 21%.  In addition, a 5% Net Proceeds of Minerals tax applies to the Company’s operations in Nevada, and such tax is recorded as an income tax.  For both the three months ended March 31, 2026 and 2025, the Company recorded mining and income tax benefit of nil. In accordance with ASC 740, the interim provision for taxes was calculated by using the annual effective tax rate.  This rate is applied to the year-to-date income before income and mining taxes to determine the income tax expense for the period.

The Company evaluates the evidence available to determine whether a valuation allowance is required on the deferred tax assets. The Company determined that its deferred tax assets were not “more likely than not” to be realized. As a result, the Company recorded a valuation allowance of $3.8 million as of December 31, 2025.  At March 31, 2026, the Company maintains a full valuation allowance on its deferred tax assets.

​

As of March 31, 2026, the Company believes that it has no liability for uncertain tax positions. The Company includes taxes and interest in its income tax expense.

​

7. Prepaid Expenses and Other Current Assets

At March 31, 2026 and December 31, 2025, prepaid expenses and other current assets consisted of the following:

​

​	​	​	​	​	​	​
​	​ ​ ​	March 31,		​ ​ ​	December 31,
​	​ ​ ​	2026		​ ​ ​	2025
​	​ ​ ​	(in thousands)
Contractor advances	​	$	161	​	$	28
Prepaid insurance	​	​	437	​	​	730
Interest receivable	​		13	​		6
Other current assets	​		118	​		103
Total	​	$	729	​	$	867

​

​

​

​

7

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8. Property, Plant and Mine Development, net

At March 31, 2026 and December 31, 2025, property, plant and mine development consisted of the following:

​

​	​	​	​	​	​	​
​	​ ​ ​	March 31,		​ ​ ​	December 31,
​	​ ​ ​	2026		​ ​ ​	2025
​	​ ​ ​	(in thousands)
Asset retirement costs	​	$	7,665	​	$	7,665
Construction-in-progress	​		6,074	​		15,282
Furniture and office equipment	​		908	​		865
Leach pad and ponds	​		3,732	​		3,732
Land	​		71	​		71
Light vehicles and other mobile equipment	​		523	​		523
Machinery and equipment	​		47,016	​		37,819
Process facilities and infrastructure	​		10,875	​		10,667
Mineral interests and mineral rights	​		19,828	​		19,828
Mine development	​		24,364	​		24,364
Software and licenses	​		346	​		346
Subtotal (1)	​		121,402	​		121,162
Accumulated depreciation and amortization	​		(76,950)	​		(74,949)
Total	​	$	44,452	​	$	46,213

(1) Includes capital expenditures in accounts payable of $0.2 million and $0.5 million at March 31, 2026 and December 31, 2025, respectively.

For the three months ended March 31, 2026 and 2025, the Company recorded depreciation and amortization expense of $0.3 million and $0.9 million, respectively.

​

9. Other Current Liabilities

At March 31, 2026 and December 31, 2025, other current liabilities consisted of the following:

​

​	​	​	​	​	​	​
​	​ ​ ​	March 31,		​ ​ ​	December 31,
​	​ ​ ​	2026		​ ​ ​	2025
​	​ ​ ​	(in thousands)
Accrued royalty payments	​	$	106	​	$	45
Accrued property taxes	​		88	​		352
Total	​	$	194	​	$	397

​

​

​

10. Asset Retirement Obligation

The following table presents the changes in the Company’s asset retirement obligation for the three months ended March 31, 2026 and year ended December 31, 2025:

​

​	​	​	​	​	​	​
​	​ ​ ​	March 31,		​ ​ ​	December 31,
​	​ ​ ​	2026		​ ​ ​	2025
​	​ ​ ​	(in thousands)
Asset retirement obligation – balance at beginning of period	​	$	10,856	​	$	9,880
Changes in estimate	​		133	​		(29)
Accretion	​		301	​		1,005
Asset retirement obligation – balance at end of period	​	$	11,290	​	$	10,856

​

As of March 31, 2026 and December 31, 2025, the Company had off-balance sheet arrangements for a surety bond for its Isabella Pearl Mine of $23.1 million. As of March 31, 2026 and December 31, 2025, the bond is offset by asset

8

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retirement obligations for future reclamation of $10.8 million and $10.5 million. The Company’s asset retirement obligations were discounted using a credit adjusted risk-free rate of 11%.

​

As of March 31, 2026 and December 31, 2025, the Company had off-balance sheet arrangements for a surety bond for its County Line property of $5 million. As of March 31, 2026 and December 31, 2025, the bond is offset by asset retirement obligations for future reclamation of $0.5 million and $0.4 million, respectively. The Company’s asset retirement obligations were discounted using a credit adjusted risk-free rate of 11%.

​

​

11. Leases

Operating Leases

Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company recognizes lease expense for these leases as incurred over the lease term. The Company accounts for lease components (e.g., fixed payments including rent, real estate taxes and insurance costs) separately from the non-lease components (e.g., common-area maintenance costs).

On June 1, 2024, the Company entered into the 2024 Contract Mining agreement for a term of three-months.  On September 1, 2025, the 2024 Contract Mining agreement auto-renewed for a period of one-month. On October 1, 2025, the 2024 Contract Mining agreement was terminated, and Company personnel are now conducting mining operations at the Isabella Pearl mine.

Finance Leases

​

The Company has finance lease agreements for certain equipment. The leases bear annual imputed interest of 4.50% to 6.55% and require monthly principal, interest, and sales tax payments of $0.5 million. The weighted average discount rate for the Company’s finance leases is 6.5%. Scheduled minimum annual payments as of March 31, 2026 are as follows (in thousands):

​

​	​	​	​
Year Ending December 31:	​ ​ ​	​	​ ​ ​
2026	​	$	6,178
2027	​		7,520
2028	​		5,005
Total minimum obligations	​		18,703
Less: interest portion	​		(1,309)
Present value of minimum payments	​		17,394
Less: current portion	​		(7,220)
Long-term portion of minimum payments	​	$	10,174

​

The weighted average remaining lease term for the Company’s finance leases as of March 31, 2026 is 2.4 years.

Supplemental cash flow information related to the Company’s operating and finance leases is as follows for the three months ended March 31, 2026 and 2025:

​

​	​	​	​	​	​	​
​	​ ​ ​	Three months ended
​	​	March 31,
​	​ ​ ​	2026		​ ​ ​	2025
​	​ ​ ​	(in thousands)
Cash paid for amounts included in the measurement of lease liabilities:	​	​	​	​	​	​
Financing cash flows from finance leases	​	$	1,600	​	$	—

​

​

​

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​

​

​

​

​

12. Other Expense (Income), Net

For the three months ended March 31, 2026 and 2025, other expense (income), net consisted of the following:

​

​	​	​	​	​	​	​	​
​	​	Three months ended					​
​	​	March 31,					​
​	​	2026		​ ​ ​	2025		​
​	​	(in thousands)					​
Interest expense (income), net	​	$	230	​	$	(224)	​
Charitable contributions	​	​	6	​	​	12	​
Realized/unrealized gain from gold and silver rounds/bullion (1)	​	​	(190)	​	​	(358)	​
Other income	​	​	(2)	​	​	(2)	​
Total other expense (income), net	​	$	44	​	$	(572)	​

​

(1) Gains and losses due to changes in fair value are non-cash in nature until such time that they are realized through cash transactions. For additional information regarding the Company’s fair value measurements and investments, please see Note 14.

​

​

​

​

​

​

​

​

​

​

13. Net (Loss) Income per Common Share Attributable to Fortitude Shareholders:

Basic earnings per common share is calculated based on the weighted average number of common shares outstanding for the period. Diluted earnings per common share is calculated based on the assumption that stock options and other dilutive securities outstanding, which have an exercise price less than the average market price of the Company’s common shares during the period, would have been exercised on the later of the beginning of the period or the date granted and that the funds obtained from the exercise were used to purchase common shares at the average market price during the period.

The effect of the Company’s dilutive securities is calculated using the treasury stock method and only those instruments that result in a reduction in net income per common share are included in the calculation. Options to purchase 100,000 shares of common stock at weighted average prices of $5.84 and 792,000 restricted stock units (“RSUs”) at a weighted average fair value of $4.65 were outstanding as of March 31, 2026 but had no dilutive effect due to the net loss. As of March 31, 2025, potentially dilutive securities representing 100,000 shares of common stock were excluded from the computation of diluted earnings per share because their effect would have been antidilutive.

​

Basic and diluted net (loss) income per common share attributable to Fortitude Shareholders is calculated as follows:

​

​	​	​	​	​	​	​
​	​	Three months ended
​	​	March 31,
​	​	2026		​ ​ ​	2025
Net (loss) income attributable to Fortitude Shareholders (in thousands)	​	$	(1,630)	​	$	1,249
Basic weighted average shares of common stock outstanding	​	​	25,832,987	​	​	24,173,209
Diluted effect of share-based awards	​	​	—	​	​	345,155
Diluted weighted average common shares outstanding	​	​	25,832,987	​	​	24,518,364
Net (loss) income per share attributable to Fortitude Shareholders:	​	​	​	​	​	​
Basic	​	$	(0.06)	​	$	0.05
Diluted	​	$	(0.06)	​	$	0.05
​	​	​	​	​	​	​

​

​

10

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14. Fair Value Measurement

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

Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

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

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

As required by accounting guidance, assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The following tables set forth certain of the Company’s assets measured at fair value by level within the fair value hierarchy as of March 31, 2026 and December 31, 2025:

​

​	​	​	​	​	​	​	​	​
​	​ ​ ​	March 31,		​	December 31,		​	​
​	​ ​ ​	2026		​ ​ ​	2025		​ ​ ​	Input Hierarchy Level
​	​ ​ ​	(in thousands)					​ ​ ​	​
Cash and cash equivalents	​	$	10,025	​	$	4,656	​	Level 1
Gold and silver rounds/bullion	​	​	3,524	​	​	3,336	​	Level 1

​

The following methods and assumptions were used to estimate the fair value of each class of financial instrument:

Cash and cash equivalents are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices and are primarily overnight, interest-bearing deposit accounts and U.S. Treasury securities. Gold and silver rounds/bullion consist of precious metals used for investment purposes which are valued using quoted market prices. Please see Note 4 for additional information.

​

Gains and losses related to changes in the fair value of these financial instruments were included in the Company’s Condensed Consolidated Statements of Operations as shown in the following table:

​

​	​	​	​	​	​	​	​
​	Three months ended					​	​
​	March 31,					​	​
​	2026		​ ​ ​	2025		​	Statement of Operations Classification
​	​	​	​	​	​	​	​
Realized/unrealized gain from gold and silver rounds/bullion	$	(190)	​	$	(358)	​	Other income, net

​

​

15. Stock-Based Compensation

The Fortitude Gold Corporation 2020 Equity Incentive Plan (the “Incentive Plan”) allows for the issuance of up to 5 million shares of common stock in the form of incentive and non-qualified stock options, stock appreciation rights, restricted stock units (“RSUs”), stock grants, and stock units. The Company utilizes this Incentive Plan to attract, retain and incentivize staff.

​

During the three months ended March 31, 2026, the Company issued 150,000 shares of its common stock for consulting services.  These shares immediately vested at a fair value of $5.17 per share.

​

During the three months ended March 31, 2026, previously vested shares of 140,000 were issued with an intrinsic value of $0.8 million, and a fair value of $0.6 million. No RSUs vested during the three months ended March 31, 2026 and 2025.

11

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​

 During the three months ended March 31, 2026, 60,000 stock options at a weighted average exercise price of $4.62 were exercised on a net exercise basis, resulting in 4,113 shares being delivered. No stock options were exercised during the three months ended March 31, 2025.

​

Stock-based compensation is included in general and administrative expenses in the accompanying Condensed Consolidated Statements of Operations. Stock-based compensation expense for stock options and RSUs is as follows:

​

​	​	​	​	​	​	​	​
​	​	Three months ended March 31,					​
​	​ ​ ​	2026		​ ​ ​	2025		​
​	​	(in thousands)					​
Restricted stock units	​	$	1,192	​	$	391	​
Stock options	​	​	-	​	​	5	​
Total	​	$	1,192	​	$	396	​

​

​

​

16. Shareholders’ Equity

​

During the three months ended March 31, 2026 and 2025, the Company declared and paid dividends of $0.8 million or $0.03 per share and $2.9 million or $0.12 per share, respectively.

​

During the three months ended March 31, 2026, the Company completed a private placement of common stock, pursuant to which it issued 2,520,206 shares for gross proceeds of $12.0 million, resulting in net proceeds of $11.7 million after placement agent fees and offering expenses of $0.3 million. The shares are restricted securities with no registration rights.

​

See Note 15 for information concerning shares and options granted pursuant to the Company's Equity Incentive Plan.

​

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

We are a Colorado corporation and our subsidiaries are GRC Nevada Inc. (“GRCN”), Walker Lane Minerals Corp. (“WLMC”), County Line Holdings Inc. (“CLH”), County Line Minerals Corp. (“CLMC”), Golden Mile Minerals Corp. (“GMMC”), and East Camp Douglas, LLC (“ECD, LLC”).  WLMC, CLH, CLMC and GMMC are wholly-owned subsidiaries of GRCN and ECD, LLC is a 60% owned joint venture. We are a mining company which pursues gold and silver projects that are expected to have both low operating costs and high returns on capital. We are presently focused on mineral production from our Isabella Pearl Mine, including Scarlet South, and County Line Mine, all in Nevada. The ore mined at the Isabella Pearl and County Line mines are processed on site at our Isabella Pearl processing facilities and sold to a refiner as doré, which contains precious metals of gold and silver. We also continue exploration and evaluation work on our portfolio of other precious metal properties in Nevada and continue to evaluate other properties for possible acquisition.

​

In February 2021, we began trading on the OTC Market “pink sheets” operated by the OTC Markets Group and subsequently up listed to the OTCQB on March 5, 2021 with a symbol change to “FTCO”.

​

The following discussion summarizes our results of operations for the three months ended March 31, 2026 and 2025. It also analyzes our financial condition at March 31, 2026. This discussion should be read in conjunction with the management’s discussion and analysis and the audited consolidated financial statements and footnotes for the year ended December 31, 2025 contained in our annual report on Form 10-K for the year ended December 31, 2025.

The discussion also presents certain financial measures that are not prepared in accordance with U.S. Generally Accepted Accounting Principles (“Non-GAAP”) but which are important to management in its evaluation of our operating results and are used by management to compare our performance with what we perceive to be peer group mining companies and are relied on as part of management’s decision-making process. Management believes these measures may also be important to investors in evaluating our performance. For a detailed description of each of the non-GAAP financial measures, please see the discussion below under Non-GAAP Measures.

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See Forward-Looking Statements at the end of this Item 2 for important information regarding statements contained herein.

First Quarter 2026 Financial Results and Highlights

● Commenced production at County Line and Isabella Pearl’s Scarlet South

● Completed a $12.0 million Private Placement

● Entered into a 60% Joint Venture for the East Camp Douglas property

● $3.2 million net sales

● $10.0 million cash balance at March 31, 2026

● 688 gold ounces produced

● $31.3 million working capital at March 31, 2026

● $2.2 million mine gross profit

● $1.7 million exploration expenditures

● $1,017 total cash cost after by-product credits per gold ounce sold for the Isabella Pearl Mine

● $2,263 per ounce total all-in sustaining cost for the Isabella Pearl Mine

● $0.8 million dividends paid

● 611 ounces of gold rounds/bullion held at March 31, 2026

​

Operating Data: The following tables summarize certain information about our operations at our Isabella Pearl and County Line Mines for the periods indicated:

​

Isabella Pearl

​	​	​	​	​
​	​ ​ ​	​	​	​
​	​	Three months ended March 31,
​	​ ​ ​	2026	​ ​ ​	2025
Ore mined		​		​
Ore (tonnes)		78,334		53,927
Gold grade (g/t)		0.65		0.52
Waste (tonnes)		518,433		548,069
Metal production (before payable metal deductions)(1)	​	​​	​	​​
Gold (ozs.)		535		1,780
Silver (ozs.)		3,666		11,407

​

County Line

​

​	​	​	​	​
​	​	Three months ended March 31,
​	​ ​ ​	2026	​ ​ ​	2025
Ore mined		​		​
Ore (tonnes)		58,616		—
Gold grade (g/t)		1.01		—
Waste (tonnes)		2,862		—
Metal production (before payable metal deductions)(1)	​	​​	​	​​
Gold (ozs.)		153		—
Silver (ozs.)		356		—

​

​

(1) The difference between what we report as “metal production” and “metal sold” is attributable to the difference between the quantities of metals contained in the doré we produce versus the portion of those metals for which we received payment according to the terms of our sales contracts. Differences can also arise from inventory changes incidental to shipping schedules, or variances in ore grades and recoveries which impact the amounts of metals contained in doré produced and sold.

​

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During the three months ended March 31, 2026 and 2025, we produced a total of 688 and 1,780 ounces of gold, respectively. This decrease was primarily driven by lower leach pad recoveries, resulting from the timing of material placement on the pad and the start-up of operations from County Line and Isabella Pearl’s Scarlet South.  

​

Isabella Pearl

​	​	​	​	​	​	​
​	​ ​ ​	​	​	​	​	​
​	​	Three months ended March 31,
​	​ ​ ​	2026		​ ​ ​	2025
Metal sold	​	​	​	​	​	​
Gold (ozs.)	​	​	533		​	2,336
Silver (ozs.)	​	​	4,113		​	15,385
Average metal prices realized (1)	​	​	​​	​	​	​​
Gold ($per oz.)	​	​	4,716		​	2,861
Silver ($per oz.)	​	​	82.89		​	32.11
Precious metal gold equivalent ounces sold	​	​	​	​	​	​
Gold Ounces	​	​	533	​	​	2,336
Gold Equivalent Ounces from Silver	​	​	72	​	​	173
​	​	​	605	​	​	2,509
​	​	​	​	​	​	​
Total cash cost before by-product credits per gold ounce sold	​	$	1,657	​	$	1,244
Total cash cost after by-product credits per gold ounce sold	​	$	1,017	​	$	1,033
Total all-in sustaining cost per gold ounce sold	​	$	2,263	​	$	1,404

​

​

County Line

​

​	​	​	​	​	​	​
​	​	Three months ended March 31,
​	​ ​ ​	2026		​ ​ ​	2025
Metal sold	​	​	​	​	​	​
Gold (ozs.)	​	​	148		​	—
Silver (ozs.)	​	​	82		​	—
Average metal prices realized (1)	​	​	​​	​	​	​​
Gold ($per oz.)	​	​	4,750		​	—
Silver ($per oz.)	​	​	83.04		​	—
Precious metal gold equivalent ounces sold	​	​	​	​	​	​
Gold Ounces	​	​	148	​	​	—
Gold Equivalent Ounces from Silver	​	​	1	​	​	—
​	​	​	149	​	​	—
​	​	​	​	​	​	​
Total cash cost before by-product credits per gold ounce sold	​	$	1,541	​	$	—
Total cash cost after by-product credits per gold ounce sold	​	$	1,494	​	$	—
Total all-in sustaining cost per gold ounce sold	​	$	4,170	​	$	—

​

(1) Average metal prices realized vary from the market metal prices due to final settlement adjustments from our provisional invoices when they are settled. Our average metal prices realized will therefore differ from the market average metal prices in most cases.

​

​

Consolidated Results of Operations – Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025

Sales, net. For the three months ended March 31, 2026, consolidated sales, net were $3.2 million as compared to $6.5 million for the same period in 2025. The decrease is mainly attributable to lower sales volumes, partially offset by

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higher average sales price.  First quarter 2026 gold sales volumes decreased 71%, while the average realized price for gold increased 65%, from the same period in 2025.

​

Lower sales volumes during the three months ended March 31, 2026, were the result of decreased production which was primarily due to lower leach pad recoveries due to overall lower-grade ore mined at Isabella Pearl.  This was partially offset with new higher-grade ore from County Line.

​

Mine cost of sales. For the three months ended March 31, 2026, mine cost of sales totaled $1.0 million compared to $3.2 million for the same period in 2025. The change is mainly attributable to lower production costs and depreciation and amortization expenses due to a decrease in sales volumes, as discussed above.

​

Mine gross profit. For the three months ended March 31, 2026, we recorded $2.2 million mine gross profit compared to $3.3 million mine gross profit for the same period in 2025. The decrease is primarily attributable to lower sales, as discussed above, and increased cost per ounce due to lower-grade ore mined.

​

General and administrative. For the three months ended March 31, 2026, general and administrative expenses were $2.2 million as compared to $1.3 million in the same period in 2025. The increase is primarily attributable to placement agent fees and offering expenses for the Private Placement and an increase in stock compensation.

​

Exploration expenses. For the three months ending March 31, 2026, property exploration expenses of $1.7 million as compared to $1.4 million for the same period of 2025. The increase is primarily due to commencement of drilling programs at Isabella Pearl and County Line.

​

 Other expense (income), net. For the three months ending March 31, 2026, we recorded other expense of $0.04 million compared to other income of $0.6 million from the same period of 2025. The change is primarily attributable to less interest income due to lower cash balances and higher interest expense for our finance leases for our mining equipment.

​

Net (loss) income attributable to Fortitude Shareholders. For the three months ended March 31, 2026, we recorded a net loss of $1.6 million as compared to net income of $1.2 million in the corresponding period for 2025. The change is due to the changes in our consolidated results of operations as discussed above.

​

Non-GAAP Measures

Throughout this report, we have provided information prepared or calculated according to U.S. GAAP and have referenced some non-GAAP performance measures which we believe will assist with understanding the performance of our business. These measures are based on precious metal gold equivalent ounces sold and include cash cost before by-product credits per ounce, total cash cost after by-product credits per ounce, and total all-in sustaining cost per ounce (“AISC”). Because the non-GAAP performance measures do not have any standardized meaning prescribed by U.S. GAAP, they may not be comparable to similar measures presented by other companies. Accordingly, these measures should not be considered in isolation, or as a substitute for measures of performance prepared in accordance with U.S. GAAP. These non-GAAP measures are not necessarily indicative of operating profit or cash flow from operations as determined under GAAP.

​

Revenue generated from the sale of silver is considered a by-product of our gold production for the purpose of our total cash cost after by-product credits for our Isabella Pearl Mine. We periodically review our revenues to ensure that our reporting of primary products and by-products is appropriate. Because we consider silver to be a by-product of our gold production, the value of silver continues to be applied as a reduction to total cash costs in our calculation of total cash cost after by-product credits per precious metal gold equivalent ounce sold. Likewise, we believe the identification of silver as by-product credits is appropriate because of its lower individual economic value compared to gold and since gold is the primary product we produce.

​

Total cash cost, after by-product credits, is a measure developed by the World Gold Institute to provide a uniform standard for comparison purposes. AISC is calculated based on the current guidance from the World Gold Council.

​

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Total cash cost before by-product credits includes all direct and indirect production costs related to our production of metals (including mining, crushing and conveying and other plant facility costs, royalties, and site general and administrative costs) plus treatment and refining costs.

​

Total cash cost after by-product credits includes total cash cost before by-product credits less by-product credits, or revenues earned from silver.

​

AISC includes total cash cost after by-product credits plus other costs related to sustaining production, including sustaining allocated general and administrative expenses and sustaining capital expenditures. We determined sustaining capital expenditures as those capital expenditures that are necessary to maintain current production and execute the current mine plan.

​

Cash cost before by-product credits per ounce, total cash cost after by-product credits per ounce and AISC are calculated by dividing the relevant costs, as determined using the cost elements noted above, by gold ounces sold for the periods presented.

Reconciliations to U.S. GAAP

​

The following table provides a reconciliation of total cash cost after by-product credits to total mine cost of sales (a U.S. GAAP measure) as presented in the Consolidated Statements of Operations:

​	​	​	​	​	​	​
​	​	Three months ended March 31,
​	​	2026		​ ​ ​	2025
​	​	​	​	​	​	​
Cash cost after by-product credits	​	$	763	​	$	2,411
Less intercompany eliminations	​	​	(3)	​	​	-
Total cash cost after by-product credits	​	​	760	​	​	2,411
Treatment and refining charges	​	​	(17)	​	​	(148)
Depreciation and amortization	​	​	245	​	​	887
Reclamation and remediation	​	​	24	​	​	51
Total consolidated mine cost of sales	​	$	1,012	​	$	3,201

​
The following tables present the non-GAAP measures of total cash cost and AISC for the Isabella Pearl and County Line Mine:

Isabella Pearl

​	​	​	​	​	​	​	​
​	​	​	Three months ended March 31,
​	​ ​ ​	​	2026		​ ​ ​	2025
​	​	​	​	​	​	​	​
Total cash cost before by-product credits (1)	​	​	$	883	​	$	2,905
By-product credits (2)	​	​	​	(341)	​	​	(494)
Total cash cost after by-product credits	​	​	$	542	​	$	2,411
Sustaining capital expenditures	​	​	​	261	​	​	490
Sustaining exploration expenses	​	​	​	403	​	​	376
Total all-in sustaining cost	​	​	$	1,206	​	$	3,277
​	​	​	​	​	​	​	​
Gold ounces sold	​	​	​	533	​	​	2,336
​	​	​	​	​	​	​	​
Total cash cost before by-product credits per gold ounce sold	​	​	$	1,657	​	$	1,244
By-product credits per gold ounce sold (2)	​	​	​	(640)	​	​	(211)
Total cash cost after by-product credits per gold ounce sold	​	​	​	1,017	​	​	1,033
Other sustaining expenditures per gold ounce sold (3)	​	​	​	1,246	​	​	371
Total all-in sustaining cost per gold ounce sold	​	​	$	2,263	​	$	1,404

​

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County Line

​	​	​	​	​	​	​	​
​	​	​	Three months ended March 31,
​	​ ​ ​	​	2026		​ ​ ​	2025
​	​	​	​	​	​	​	​
Total cash cost before by-product credits (1)	​	​	$	228	​	$	-
By-product credits (2)	​	​	​	(7)	​	​	-
Total cash cost after by-product credits	​	​	$	221	​	$	-
Sustaining capital expenditures	​	​	​	6	​	​	-
Sustaining exploration expenses	​	​	​	390	​	​	-
Total all-in sustaining cost	​	​	$	617	​	$	-
​	​	​	​	​	​	​	​
Gold ounces sold	​	​	​	148	​	​	-
​	​	​	​	​	​	​	​
Total cash cost before by-product credits per gold ounce sold	​	​	$	1,541	​	$	-
By-product credits per gold ounce sold (2)	​	​	​	(47)	​	​	-
Total cash cost after by-product credits per gold ounce sold	​	​	​	1,494	​	​	-
Other sustaining expenditures per gold ounce sold (3)	​	​	​	2,676	​	​	-
Total all-in sustaining cost per gold ounce sold	​	​	$	4,170	​	$	-

(1) Production cost plus treatment and refining charges.

(2) Please see the tables below for a summary of our by-product revenue and by-product credit per precious metal equivalent ounces sold.

(3) Sustaining capital expenditures and sustaining exploration expenses divided by gold ounces sold.

​

The following tables summarize our by-product revenue and by-product credit gold ounce sold for the Isabella Pearl and County Line Mines:

Isabella Pearl

​	​	​	​	​	​	​
​	​	Three months ended March 31,
​	​ ​ ​	2026		​ ​ ​	2025
By-product credits by dollar value:	​	​	​	​	​	​
Silver sales	​	$	341	​	$	494
Total sales from by-products	​	$	341	​	$	494

​

​	​	​	​	​	​	​
​	​	Three months ended March 31,
​	​ ​ ​	2026		​ ​ ​	2025
By-product credits per gold ounce sold:	​	​	​	​	​	​
Silver sales	​	$	640	​	$	211
Total by-product credits per gold ounce sold	​	$	640	​	$	211

​

County Line

​	​	​	​	​	​	​
​	​	Three months ended March 31,
​	​ ​ ​	2026		​ ​ ​	2025
By-product credits by dollar value:	​	​	​	​	​	​
Silver sales	​	$	7	​	$	-
Total sales from by-products	​	$	7	​	$	-

​

​	​	​	​	​	​	​
​	​	Three months ended March 31,
​	​ ​ ​	2026		​ ​ ​	2025
By-product credits per gold ounce sold:	​	​	​	​	​	​
Silver sales	​	$	47	​	$	-
Total by-product credits per gold ounce sold	​	$	47	​	$	-

​

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Liquidity and Capital Resources

As of March 31, 2026, we had a cash position of $10.0 million compared to $4.7 million at December 31, 2025. The change is primarily due to cash received for the Private Placement which was partially offset by decreased cash from operations, exploration spending and dividends paid.

As of March 31, 2026, we had working capital of $31.3 million compared to $29.5 million at December 31, 2025. Our working capital balance fluctuates as we use cash to fund our operations, financing and investing activities, including exploration, mine development and income taxes. Based on our working capital balance as of December 31, 2025, and considering projected cash burn, the Company did not have sufficient liquidity and capital resources to fund its operating, exploration, capital expenditure, and corporate requirements for the next twelve months. Ongoing permitting delays at County Line and Scarlet extended the timeline for introducing fresh material to the processing facility, which increased cash burn during the period and contributed to the Company’s liquidity constraints. These impacts were further compounded by the capital deployed for the waste stripping program at the Pearl Deep project in 2025, undertaken to access deeper gold mineralization targeted for 2026. Accordingly, in the first quarter of 2026, the Company completed a private placement of common stock, pursuant to which it issued 2,520,206 shares for gross proceeds of $12.0 million, resulting in net proceeds of $11.7 million after placement agent fees and offering expenses. The net proceeds from the private placement are expected to support ongoing operations and exploration activities and to address the Company’s short-term liquidity needs.

​

Net cash used in operating activities for the three months ended March 31, 2026 was $3.4 million, compared to $2.4 million for three months ended March 31, 2025. The change is primarily due to increases in net loss, inventory, partially offset by decreases in and accounts payable.

​

Net cash used in investing activities for the three months ended March 31, 2026, was $0.5 million compared to $0.4 million during the same period in 2025. The increase is primarily due to increased capital expenditures.

​

Net cash provided by financing activities for the three months ended March 31, 2026 was $9.3 million, compared to a net cash use of $2.9 million during the same period in 2025. The increase was primarily attributable to proceeds from the Private Placement and lower dividend payments following the dividend reduction implemented in May 2025, partially offset by payments on finance leases.

​

Development and Exploration Activities

​

Isabella Pearl Mine: During the first quarter, operations continued at the Isabella Pearl Mine open-pit and heap leach operations. On January 2, 2026, the Bureau of Land Management (“BLM”) and Nevada Division of Environmental Protection (“NDEP”) Bureau of Mining Regulation and Reclamation (“BMRR”) approved mining of the proposed Scarlet South pit. Additional baseline studies, including biology and archeology, were completed as part of the proposed Plan of Operation expansion project at Isabella Pearl. Mapping and sampling started in the Nevada Juneau area, which is located approximately five miles to the northwest of the Isabella Pearl Mine.

​

County Line Mine: Mining commenced in early January at the Main and East Zone pits.  A drilling program started in March 2026 to expand the East Zone area and assess the Opalite Hill area. A resource estimation update for the County Line main pit area and East Zone pit area was completed in the first quarter.

​

East Camp Douglas property: The Exploration Plan of Operations/Nevada Reclamation Permit application is still in review with the BLM and NDEP BMRR. Supplemental baseline studies, which were requested by the BLM, were completed and submitted in first quarter.  On February 27, 2026, the Company entered into a JV Agreement with a third party to accelerate the exploration and development of its East Camp Douglas property located in Mineral County, Nevada. Pursuant to the JV Agreement, the parties formed an operating subsidiary, East Camp Douglas JV, in which the Company holds a 60% ownership interest and the third party holds the remaining 40% interest in exchange for their $40 million investment.

​

Golden Mile property: Material characterization studies continued through the first quarter of 2026 to meet the requirements of NDEP. A five-hole air track drill program was completed that supplied additional volcanic materials for

18

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testing. In addition, interpretation of the hydrogeological results was advanced. The Golden Mile Project continues to be included on the FAST-41 Transparency Dashboard for a mine permit. The Fast-41 program increases transparency through the publication of project-estimated timetables with completion dates for federal authorizations and environmental reviews.

​

Accounting Developments

For a discussion of recently adopted and recently issued accounting pronouncements, please see Note 2 to the Condensed Consolidated Financial Statements.

​

Forward-Looking Statements

​

This report contains or incorporates by reference “forward-looking statements,” as that term is used in federal securities laws, about our financial condition, results of operations and business. These statements include, among others:

● statements about our future exploration, permitting, production, development, and plans for development of our properties

● statements concerning the benefits that we expect will result from our business activities and certain transactions that we contemplate or have completed, such as receipt of proceeds, decreased expenses and prevented expenses and expenditures

● statements of our expectations, beliefs, future plans and strategies, our targets, exploration activities, anticipated developments and other matters that are not historical facts

​

These statements may be made expressly in this document or may be incorporated by reference from other documents that we will file with the SEC. You can find many of these statements by looking for words such as “believes,” “expects,” “targets,” “anticipates,” “estimates,” “proposes,” or similar expressions used in this report or incorporated by reference in this report.

These forward-looking statements are subject to numerous assumptions, risks and uncertainties that may cause our actual results to be materially different from any future results expressed or implied in those statements. Because the statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied. We caution you not to put undue reliance on these statements, which speak only as of the date of this report. Further, the information contained in this document or incorporated herein by reference, is a statement of our present intention and is based on present facts and assumptions, which may change at any time and without notice, based on changes in such facts or assumptions.

Risk Factors Impacting Forward-Looking Statements

The important factors that could prevent us from achieving our stated goals and objectives include, but are not limited to, those set forth in other reports we have filed with the SEC, including our Form 10-K for the year ended December 31, 2025, and the following:

● Permit timing due to the Bureau of Land Management (“BLM”) permit backlog caused by the Biden administration

● The BLM and Nevada Division of Environmental Protection staffing shortages

● Changes in the worldwide price for gold and/or silver

● Inflationary pressures and supply chain disruptions, with particular consideration on the outlook for increased costs specific to labor, materials, consumables and fuel and energy on operations

● Government shutdowns and freezes on issuing resource permits

● Political and regulatory risks

● Untimely permit issuance

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● Volatility in the equities markets

● Adverse results from our exploration or production efforts

● Producing at rates lower than those targeted

● Weather conditions, including unusually heavy rains

● Earthquakes or other unforeseen ground movements impacting mining or processing

● Failure to meet our revenue or profit goals or operating budget

● Technological innovations by competitors or in competing technologies

● Cybersecurity threats

● Investor perception of our industry or our prospects

● Lawsuits

● General economic trends

​

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Smaller Reporting Companies are not required to provide the information required by this item.

Item 4. Controls and Procedures

Disclosure Controls and Procedures 

As required by Rule 15d-15 under the 1934 Act, as of March 31, 2026, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer (our principal executive officer) and our Chief Financial Officer (our principal financial officer). Based upon and as of the date of that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2026.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the 1934 Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the 1934 Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the 1934 Act) during the quarter ended March 31, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

​

​

​

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Part II – OTHER INFORMATION

​

Item 1. Legal Proceedings

​

None.

​

Item 1A. Risk Factors

​

Smaller Reporting Companies are not required to provide the information for this item.

​

​

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Between February 3, 2026 and February 17, 2026 the Company sold 2,520,206 shares of its common stock at a price of $4.75 per share to thirty-two persons.

The Company relied upon the exemption provided by Rule 506 of the Securities and Exchange Commission in connection with issuance of the securities described above. The persons who acquired these securities were sophisticated investors and were provided full information regarding the Company’s operations. There was no general solicitation in connection with the issuance of the securities described above. The persons who acquired these securities acquired them for their own account.  The certificates representing these securities will bear a restricted legend providing that they cannot be sold except pursuant to an effective registration statement or an exemption from registration

​

Item 4. Mine Safety Disclosures

The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95 to this Quarterly Report.

Item 5. Other Information

None of our directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the quarterly period ending March 31, 2026.

​

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​

Item 6. Exhibits

The following exhibits are filed or furnished herewith.

​

Exhibit Number	​ ​ ​	Description
​	​
3.1	​	Articles of Incorporation (1)
3.2	​	Bylaws of the Company (1)
4.1.1	​	Equity Incentive Plan (1)
4.1.2	​	Form of Stock Option Award Agreement (1)
4.1.3	​	Form of RSU Award Agreement (1)
4.2	​	Shareholder Rights Agreement (1)
10.3	​	Reserved
10.5	​	Employment Agreement with Jason D. Reid (2)
10.6	​	Employment Agreement with Gregory A. Patterson (2)
10.9	​	Employment Agreement with Allan Turner (4)
10.10	​	Employment Agreement with Janet Turner (4)
14	​	Code of Ethics (1)
21	​	Subsidiaries (3)
31.1*	​	Certification of Chief Executive Officer Pursuant to Rule 13a-15(e) or Rule 15d-15(e)
31.2*	​	Certification of Chief Financial Officer Pursuant to Rule 13a-15(e) or Rule 15d-15(e)
32*	​	Certification of Chief Executive Officer and Chief Financial Officer of Periodic Report Pursuant to 18 U.S.C. Section 1350
95*	​	Mine Safety Disclosures
101*	​	Financial statements from the Quarterly Report on Form 10-Q of Fortitude Gold Corporation for the three  months ended March 31, 2026, formatted in inline XBRL: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Changes in Shareholders’ Equity, (iv) the Condensed Consolidated Statements of Cash Flows, and (v) the Notes to the Condensed Consolidated Financial Statements.
104	​	Cover Page Interactive Data File (embedded within the XBRL document)

​

​

(1)   Incorporated by reference to the same exhibit filed with the Company's registration statement on Form S-1 (File No. 333-249533).

(2) Incorporated by reference to same exhibit filed with the Company's 8-K report dated March 1, 2021 (File No. 333-249533).

(3) Incorporated by reference to same exhibit filed with the Company's 10-K report dated March 3, 2026 (File No. 333-249533).

(4) Incorporated by reference to same exhibit filed with the Company's 8-K report dated June 3, 2024 (File No. 333-249533).

​

*Filed with this Quarterly Report on Form 10-Q.

​

​

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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, on May 11, 2026.

​

​	​	​
​	FORTITUDE GOLD CORPORATION
​	​	​
​	By:	/s/ Jason D. Reid
​	Name:	Jason D. Reid
​	Title:	Chief Executive Officer and President
​	​	​
​	By:	/s/ Janet H.N. Turner
​	Name:	Janet H.N. Turner
​	Title:	Chief Financial Officer
​	​	​
​	​	​

​

​

23

FAQ

How did Fortitude Gold (FTCO) perform financially in Q1 2026?

Fortitude Gold reported net sales of $3.2 million in Q1 2026, down from $6.5 million a year earlier. The company swung from $1.2 million net income to a $1.6 million net loss attributable to shareholders as volumes fell and costs increased.

What happened to Fortitude Gold (FTCO) gold production and sales volumes?

Gold production declined to 688 ounces in Q1 2026 from 1,780 ounces in Q1 2025. Gold sales volumes dropped 71%, mainly due to lower leach pad recoveries and lower-grade ore at Isabella Pearl, partly offset by new higher-grade ore from the County Line mine.

How did Fortitude Gold (FTCO) address its liquidity concerns?

Management determined year-end 2025 working capital was insufficient for twelve months of needs. In Q1 2026, Fortitude completed a private placement of 2,520,206 shares at $4.75, raising $12.0 million gross and $11.7 million net to support operations and exploration.

What were Fortitude Gold (FTCO) cash and working capital levels at March 31, 2026?

At March 31, 2026, Fortitude Gold held $10.0 million in cash and cash equivalents, up from $4.7 million at year-end 2025. Working capital improved to $31.3 million from $29.5 million, helped by the equity raise despite operating cash burn.

How high were Fortitude Gold (FTCO) all-in sustaining costs in Q1 2026?

In Q1 2026, all-in sustaining cost at Isabella Pearl was $2,263 per gold ounce sold, up from the prior year. At the County Line mine, which began contributing, all-in sustaining cost reached $4,170 per gold ounce sold, reflecting early-stage and sustaining expenditures.

What development and exploration projects is Fortitude Gold (FTCO) advancing?

The company is mining at Isabella Pearl and County Line, including the Scarlet South pit, and progressing permitting and studies at Golden Mile. It also formed a 60/40 joint venture on the East Camp Douglas property, with a partner committing $40 million for exploration.