Fortitude Gold (OTCQB: FTCO) raises capital and posts Q2 profit, H1 loss

Q: How did Fortitude Gold (FTCO) perform financially in Q2 2026?

Fortitude Gold reported Q2 2026 net sales of $8.2 million , up from $4.9 million, and mine gross profit of $5.4 million. Net income attributable to Fortitude Shareholders was $0.6 million , or $0.02 basic EPS, versus $0.8 million and $0.04 in Q2 2025.

Q: What is Fortitude Gold’s (FTCO) liquidity and working capital as of June 30, 2026?

As of June 30, 2026, Fortitude Gold held $13.5 million in cash and reported working capital of $35.4 million . Liquidity was bolstered by two private stock placements completed in 2026 and funding from noncontrolling interests in a joint venture.

Q: How much gold did FTCO produce and sell in Q2 2026?

During Q2 2026, Fortitude Gold produced 2,133 ounces of gold , up from 1,500 ounces in Q2 2025. It sold 1,020 ounces from Isabella Pearl and 775 ounces from County Line, benefiting from higher realized gold prices at both operations.

Q: What were Fortitude Gold’s (FTCO) exploration activities and spending in H1 2026?

Fortitude Gold recorded $6.3 million of exploration expenses in the first half of 2026, up from $2.7 million. Spending focused on drilling and exploration at Isabella Pearl, County Line and the East Camp Douglas joint venture, plus ongoing work on other Nevada properties.

Q: How have FTCO’s dividends changed year over year?

In Q2 2026, Fortitude Gold paid dividends of $0.03 per share ($0.8 million) and $0.06 per share ($1.6 million) year‑to‑date. In 2025, comparable periods saw $0.06 and $0.18 per share, reflecting a reduced dividend level implemented in May 2025.

Q: What equity financing did Fortitude Gold (FTCO) complete in 2026?

In February 2026, Fortitude Gold sold 2,520,206 shares for $12.0 million gross proceeds, netting $11.7 million. In June 2026, it sold 1,150,000 shares for $5.5 million in a private placement to a single sophisticated investor; the shares are restricted.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

10-Q

Rhea-AI Filing Summary

Fortitude Gold Corporation reported higher Q2 2026 activity, with net sales of $8.2 million versus $4.9 million a year earlier as gold sales volumes rose 20% and average realized prices increased 39%. Mine gross profit was $5.4 million, and net income attributable to Fortitude Shareholders was $0.6 million ($0.02 basic EPS), slightly below $0.8 million in Q2 2025.

For the first half of 2026, net sales were $11.4 million, similar to 2025, but higher exploration spending of $6.3 million and increased general and administrative costs of $3.4 million led to a net loss attributable to Fortitude Shareholders of $1.1 million, compared with $2.1 million of net income in the prior‑year period. Operating cash outflow widened to $7.7 million.

Liquidity improved through equity financing. Cash rose to $13.5 million and working capital to $35.4 million at June 30, 2026, aided by two private placements of common stock that raised gross proceeds of $12.0 million and $5.5 million. Shares outstanding increased to 28,590,128, reflecting these issuances and stock‑based compensation.

Positive

Q2 2026 net sales increased to $8.2 million from $4.9 million, with gold sales volumes up 20% and average realized gold prices up 39%, lifting mine gross profit for the quarter to $5.4 million.
Cash and working capital strengthened, with cash rising to $13.5 million and working capital to $35.4 million at June 30, 2026, providing a larger cushion for operations and capital projects.
Two private placements raised gross proceeds of $12.0 million and $5.5 million, funding heap‑leach expansion, renewed exploration programs and addressing previously disclosed short‑term liquidity needs.

Negative

Six‑month 2026 results swung to a $1.1 million net loss attributable to Fortitude Shareholders from $2.1 million net income in the prior‑year period, driven mainly by substantially higher exploration and administrative expenses.
Operating cash outflow widened to $7.7 million for the first half of 2026 versus $4.6 million a year earlier, reflecting increased exploration spending and changes in inventories and working capital.
Share dilution was significant, with common shares outstanding rising from 24,375,209 at December 31, 2025 to 28,590,128 at June 30, 2026, primarily from equity financings and stock‑based awards.
Management noted that as of December 31, 2025, projected cash and cash burn were insufficient to fund operating, exploration, capital expenditure and corporate requirements for the following twelve months, necessitating new equity capital.

Filing Explained

East Camp Douglas is a 60%-owned joint venture for which the partner invested $40 million; NEPA review remains incomplete.

The East Camp Douglas project is being developed through a joint venture in which Fortitude owns 60% and a third party owns 40% in exchange for a $40 million investment; the project is still in environmental review.

This Form 10-Q is the company’s unaudited quarterly report for the period ended June 30, 2026. It reports that the February and June private placements were completed, including the June sale of $5.5 million of common stock to one person at $4.82 per share; the shares are restricted and have no registration rights.

Because the placements issued additional common shares, they increase the total share count and reduce existing holders’ percentage ownership absent offsetting changes. Under the East Camp Douglas agreement, 100% of that venture’s income and expenses are attributable to the other member until it contributes the required $40 million for exploration activities.

The accounting effect was a $2.5 million loss attributable to the noncontrolling interest in the second quarter and a $2.8 million loss for the six months ended June 30, 2026. NEPA review and an environmental assessment were still being completed, with an approximately six-month estimate; the exploration plan of operations is expected after that process.

Key Figures

Q2 2026 net sales: $8.2 million Q2 2026 mine gross profit: $5.4 million H1 2026 net (loss) attributable to Fortitude Shareholders: $1.1 million +5 more

8 metrics

Q2 2026 net sales $8.2 million Consolidated sales, net for the three months ended June 30, 2026

Q2 2026 mine gross profit $5.4 million Mine gross profit for the three months ended June 30, 2026

H1 2026 net (loss) attributable to Fortitude Shareholders $1.1 million Net loss for the six months ended June 30, 2026, compared with $2.1 million income in 2025

Operating cash flow H1 2026 $7.7 million used Net cash used in operating activities for six months ended June 30, 2026

Cash and cash equivalents $13.5 million Cash balance at June 30, 2026

Working capital $35.4 million Working capital as of June 30, 2026

February 2026 private placement $12.0 million gross proceeds Issuance of 2,520,206 common shares in a private placement

Q2 2026 gold production 2,133 ounces Total gold ounces produced during the three months ended June 30, 2026

Key Terms

all-in sustaining cost, by-product credits, asset retirement obligation, Net Proceeds of Minerals tax, +1 more

5 terms

all-in sustaining cost financial

"Total all-in sustaining cost per gold ounce sold"

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.

by-product credits financial

"Total cash cost after by-product credits per gold ounce sold"

By-product credits are the value a company receives from selling or otherwise monetizing secondary materials or outputs that are produced alongside its main product — think of selling fruit peels as compost while selling the fruit itself. For investors, these credits act like a rebate that reduces reported production cost and can boost profit margins or cash flow, so they matter when assessing a company’s true cost structure and earnings quality.

asset retirement obligation financial

"Asset retirement obligation – balance at end of period"

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.

Net Proceeds of Minerals tax financial

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

National Environmental Policy Act ("NEPA") regulatory

"National Environmental Policy Act ("NEPA") review, estimated at an approximate six month timeframe"

A U.S. law that requires federal agencies to evaluate and disclose the environmental effects of major projects and decisions before they proceed, typically through documented reviews. For investors, NEPA is like a formal planning review that can delay, change or halt projects: its findings and public process affect timelines, costs, permitting risk and therefore the expected cash flows and valuation of infrastructure, energy, and land-related investments.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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

Available on EDGAR 08/04/2026 - 04:07 PM Accepted by SEC EDGAR 08/04/2026 - 04:05 PM

FAQ

How did Fortitude Gold (FTCO) perform financially in Q2 2026?

Fortitude Gold reported Q2 2026 net sales of $8.2 million, up from $4.9 million, and mine gross profit of $5.4 million. Net income attributable to Fortitude Shareholders was $0.6 million, or $0.02 basic EPS, versus $0.8 million and $0.04 in Q2 2025.

Why did FTCO record a net loss for the first half of 2026?

For the six months ended June 30, 2026, Fortitude Gold posted a net loss attributable to shareholders of $1.1 million versus $2.1 million net income in 2025. Exploration expenses rose to $6.3 million and general and administrative costs increased to $3.4 million.

What is Fortitude Gold’s (FTCO) liquidity and working capital as of June 30, 2026?

As of June 30, 2026, Fortitude Gold held $13.5 million in cash and reported working capital of $35.4 million. Liquidity was bolstered by two private stock placements completed in 2026 and funding from noncontrolling interests in a joint venture.

How much gold did FTCO produce and sell in Q2 2026?

During Q2 2026, Fortitude Gold produced 2,133 ounces of gold, up from 1,500 ounces in Q2 2025. It sold 1,020 ounces from Isabella Pearl and 775 ounces from County Line, benefiting from higher realized gold prices at both operations.

What were Fortitude Gold’s (FTCO) exploration activities and spending in H1 2026?

Fortitude Gold recorded $6.3 million of exploration expenses in the first half of 2026, up from $2.7 million. Spending focused on drilling and exploration at Isabella Pearl, County Line and the East Camp Douglas joint venture, plus ongoing work on other Nevada properties.

How have FTCO’s dividends changed year over year?

In Q2 2026, Fortitude Gold paid dividends of $0.03 per share ($0.8 million) and $0.06 per share ($1.6 million) year‑to‑date. In 2025, comparable periods saw $0.06 and $0.18 per share, reflecting a reduced dividend level implemented in May 2025.

What equity financing did Fortitude Gold (FTCO) complete in 2026?

In February 2026, Fortitude Gold sold 2,520,206 shares for $12.0 million gross proceeds, netting $11.7 million. In June 2026, it sold 1,150,000 shares for $5.5 million in a private placement to a single sophisticated investor; the shares are restricted.

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Table of Contents

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 June 30, 2026

☐ 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 August 3, 2026 the registrant had 28,590,128 outstanding shares of common stock.

Table of Contents

TABLE OF CONTENTS

		Page

Part I	Financial Information
Item 1.	Financial Statements	1
	Condensed Consolidated Balance Sheets as of June 30, 2026 (Unaudited) and December 31, 2025	1
	Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2026 and 2025 (Unaudited)	2
	Condensed Consolidated Statements of Shareholders’ Equity for the three and six months ended June 30, 2026 and 2025 (Unaudited)	3
	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025 (Unaudited)	5
	Notes to Condensed Consolidated Financial Statements (Unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	24
Item 4.	Controls and Procedures	24
Part II	Other Information
Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 4.	Mine Safety Disclosures	25
Item 5.	Other Information	25
Item 6.	Exhibits	26
Signatures		27

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)


		June 30,			December 31,
		2026			2025
		(unaudited)
ASSETS
Current assets:
Cash and cash equivalents		$	13,545		$	4,656
Gold and silver rounds/bullion			3,031			3,336
Inventories			27,797			29,312
Prepaid taxes			450			450
Prepaid expenses and other current assets			1,185			867
Total current assets			46,008			38,621
Property, plant and mine development, net			41,555			46,213
Leach pad inventories			63,787			50,291
Other non-current assets			1,100			1,060
Total assets		$	152,450		$	136,185
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable		$	2,798		$	1,468
Finance lease liabilities, current			7,330			7,208
Other current liabilities			441			397
Total current liabilities			10,569			9,073
Finance lease liabilities, net of current portion			8,439			11,882
Asset retirement obligations			10,608			10,856
Total liabilities			29,616			31,811
Shareholders' equity:
Preferred stock - $0.01 par value, 20,000,000 shares authorized and nil outstanding at June 30, 2026 and December 31, 2025			—			—
Common stock - $0.01 par value, 200,000,000 shares authorized and 28,590,128 shares outstanding at June 30, 2026 and 24,375,209 shares outstanding at December 31, 2025			287			244
Additional paid-in capital			124,416			106,882
Accumulated deficit			(5,418)			(2,752)
Fortitude shareholders' equity			119,285			104,374
Noncontrolling interest			3,549			—
Total shareholders' equity			122,834			104,374
Total liabilities and shareholders' equity		$	152,450		$	136,185

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

Table of Contents

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


		Three months ended						Six months ended
		June 30,						June 30,
		2026			2025			2026			2025
Sales, net		$	8,203		$	4,883		$	11,403		$	11,419
Mine cost of sales:
Production costs			2,223			1,668			2,966			3,931
Depreciation and amortization			559			561			804			1,448
Total mine cost of sales			2,782			2,229			3,770			5,379
Mine gross profit			5,421			2,654			7,633			6,040
Costs and expenses:
General and administrative expenses			1,210			1,273			3,416			2,549
Exploration expenses			4,650			1,321			6,326			2,703
Facilities and mine construction			108			—			291			—
Reclamation and remediation			648			40			672			91
Other expense (income), net			688			(942)			732			(1,514)
Total costs and expenses			7,304			1,692			11,437			3,829
(Loss) Income before income and mining taxes			(1,883)			962			(3,804)			2,211
Mining and income tax expense			—			113			—			113
Net (loss) income		$	(1,883)		$	849			(3,804)			2,098
Net loss attributable to noncontrolling interest			2,460			—			2,751			—
Net income (loss) attributable to Fortitude Shareholders		$	577		$	849		$	(1,053)		$	2,098

Net income (loss) per common share attributable to Fortitude Shareholders:
Basic		$	0.02		$	0.04		$	(0.04)		$	0.09
Diluted		$	0.02		$	0.03		$	(0.04)		$	0.09
Weighted average shares outstanding:
Basic			27,620,113			24,246,942			26,734,087			24,210,076
Diluted			27,963,713			24,371,883			26,734,087			24,454,235

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

Table of Contents

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


		Three Months Ended June 30, 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, March 31, 2025		24,173,209		$	242		$	105,603		$	992		$	—		$	106,837
Stock-based compensation		—			—			479			—			—			479
Dividends		—			—			—			(1,453)			—			(1,453)
Common stock issued for vested restricted stock units		142,000			1			(1)			—			—			—
Net income		—			—			—			849			—			849
Balance, June 30, 2025		24,315,209		$	243		$	106,081		$	388		$	—		$	106,712

Balance, March 31, 2026		27,189,528		$	272		$	118,901		$	(5,165)		$	509		$	114,517
Stock-based compensation		—			—			524			—			—			524
Issuance of stock, net of issuance costs		1,150,000			12			5,531			—			—			5,543
Cash calls requested from noncontrolling interests		—			—			—			—			5,500			5,500
Common stock issued for vested restricted stock units		250,600			3			(3)			—			—			—
Tax withholding related to vesting of restricted stock units		—			—			(537)			—			—			(537)
Dividends		—			—			—			(830)			—			(830)
Net loss		—			—			—			577			(2,460)			(1,883)
Balance, June 30, 2026		28,590,128		$	287		$	124,416		$	(5,418)		$	3,549		$	122,834

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

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		Six months ended June 30, 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		—			—			875			—			—			875
Dividends		—			—			—			(4,354)			—			(4,354)
Common stock issued for vested restricted stock units		142,000			1			(1)			—			—			—
Net income		—			—			—			2,098			—			2,098
Balance, June 30, 2025		24,315,209		$	243		$	106,081		$	388		$	—		$	106,712

Balance, December 31, 2025		24,375,209		$	244		$	106,882		$	(2,752)		$	—		$	104,374
Stock-based compensation		150,000			1			1,715			—			—			1,716
Issuance of stock, net of issuance costs		3,670,206			37			17,161			—			—			17,198
Contribution to JV		—			—			(800)			—			800			—
Cash calls requested from noncontrolling interests		—			—			—			—			5,500			5,500
Common stock issued for vested restricted stock units		390,600			4			(4)			—			—			—
Tax withholding related to vesting of restricted stock units		—			—			(537)			—			—			(537)
Dividends		—			—			—			(1,613)			—			(1,613)
Stock options exercised		4,113			1			(1)			—			—			—
Net loss		—			—			—			(1,053)			(2,751)			(3,804)
Balance, June 30, 2026		28,590,128		$	287		$	124,416		$	(5,418)		$	3,549		$	122,834

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

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


		Six months ended
		June 30,
		2026			2025
Cash flows from operating activities:
Net (loss) income		$	(3,804)		$	2,098
Adjustments to reconcile net (loss) income to net cash from operating activities:
Depreciation and amortization			925			1,564
Stock-based compensation			1,715			875
Reclamation and remediation accretion			602			91
Asset retirement obligation			210			—
Unrealized loss (gain) on gold and silver rounds/bullion			305			(484)
Gain on retirement of debt			—			(652)
Other operating adjustments			3			—
Changes in operating assets and liabilities:
Inventories			(8,552)			(6,787)
Prepaid expenses and other current assets			(317)			141
Other non-current assets			(40)			(97)
Accounts payable and other accrued liabilities			1,204			(889)
Income and mining taxes payable			—			(499)
Net cash used in operating activities			(7,749)			(4,639)

Cash flows from investing activities:
Capital expenditures			(1,222)			(943)
Other investing activities			—			1
Net cash used in investing activities			(1,222)			(942)

Cash flows from financing activities:
Dividends paid			(1,613)			(4,354)
Issuance of stock, net of issuance costs			17,198			—
Funding from noncontrolling interests			5,500			—
Repayment of finance leases			(3,225)			—
Net cash provided by (used in) financing activities			17,860			(4,354)

Net increase (decrease) in cash and cash equivalents			8,889			(9,935)
Cash and cash equivalents at beginning of period			4,656			27,082
Cash and cash equivalents at end of period		$	13,545		$	17,147

Supplemental Cash Flow Information
Interest expense paid		$	441		$	—
Income and mining taxes paid		$	—		$	612
Non-cash investing and financing activities:
Change in capital expenditures in accounts payable		$	(467)		$	15
Change in estimate for asset retirement costs		$	1,060		$	2,534

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

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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 or loss 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 Condensed Consolidated 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 and six months ended June 30, 2026, the Company recognized losses of $2.5 million and $2.8 million, respectively, within Net loss (income) attributable to non-controlling interests related to ECD, LLC. For the three and six months ended June 30, 2025, the Company recognized nil, within Net loss (income) attributable to non-controlling interests related to ECD, LLC.

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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						Six months ended
		June 30,						June 30,
		2026			2025			2026			2025

		(in thousands)						(in thousands)
Sales, net
Gold sales		$	8,217		$	4,901		$	11,434		$	11,585
Less: Refining charges			(14)			(18)			(31)			(166)
Total sales, net		$	8,203		$	4,883		$	11,403		$	11,419

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 June 30, 2026 and December 31, 2025, the Company’s holdings of rounds/bullion, using quoted market prices, consisted of the following:


	June 30,						December 31,
	2026						2025
	Ounces		Per Ounce		Amount		Ounces		Per Ounce		Amount
					(in thousands)						(in thousands)
Gold	611	$	4,026	$	2,460		611	$	4,308	$	2,632
Silver	9,680	$	59	$	571		9,776	$	72	$	704
Total holdings				$	3,031					$	3,336

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5. Inventories

On June 30, 2026 and December 31, 2025, current inventories consisted of the following:


		June 30,			December 31,
		2026			2025

		(in thousands)
Stockpiles		$	522		$	2,132
Leach pad			26,304			26,820
Doré			645			11
Subtotal - product inventories			27,471			28,963
Materials and supplies			326			349
Total		$	27,797		$	29,312

In addition to the inventories above, as of June 30, 2026 and December 31, 2025, the Company had $63.8 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 the three months ended June 30, 2026 and 2025, the Company recorded mining and income tax expense of nil and $0.1 million, respectively. For the six months ended June 30, 2026 and 2025, the Company recorded mining and income tax expense of nil and $0.1 million, respectively. 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 June 30, 2026, the Company maintains a full valuation allowance on its deferred tax assets.

As of June 30, 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 June 30, 2026 and December 31, 2025, prepaid expenses and other current assets consisted of the following:


		June 30,			December 31,
		2026			2025

		(in thousands)
Contractor advances		$	216		$	28
Prepaid insurance			688			730
Interest receivable			17			6
Other current assets			264			103
Total		$	1,185		$	867

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8. Property, Plant and Mine Development, net

At June 30, 2026 and December 31, 2025, property, plant and mine development consisted of the following:


		June 30,			December 31,
		2026			2025

		(in thousands)
Asset retirement costs		$	6,605		$	7,665
Construction-in-progress			4,604			15,282
Furniture and office equipment			919			865
Leach pad and ponds			3,732			3,732
Land			71			71
Light vehicles and other mobile equipment			555			523
Machinery and equipment			47,284			37,819
Process facilities and infrastructure			12,548			10,667
Mineral interests and mineral rights			19,828			19,828
Mine development			24,364			24,364
Software and licenses			346			346
Subtotal ⁽¹⁾			120,856			121,162
Accumulated depreciation and amortization			(79,301)			(74,949)
Total		$	41,555		$	46,213

(1)

Includes capital expenditures in accounts payable of nil and $0.5 million at June 30, 2026 and December 31, 2025, respectively.

For both the three months ended June 30, 2026 and 2025, the Company recorded depreciation and amortization expense of $0.6 million. For the six months ended June 30, 2026 and 2025, the Company recorded depreciation and amortization expense of $0.9 million and $1.6 million, respectively.

9. Other Current Liabilities

At June 30, 2026 and December 31, 2025, other current liabilities consisted of the following:


		June 30,			December 31,
		2026			2025

		(in thousands)
Accrued royalty payments		$	265		$	45
Accrued property taxes			176			352
Total		$	441		$	397

10. Asset Retirement Obligation

The following table presents the changes in the Company’s asset retirement obligation for the six months ended June 30, 2026 and year ended December 31, 2025:


		June 30,			December 31,
		2026			2025

		(in thousands)
Asset retirement obligation – balance at beginning of period		$	10,856		$	9,880
Changes in estimate			(850)			(29)
Accretion			602			1,005
Asset retirement obligation – balance at end of period		$	10,608		$	10,856

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As of June 30, 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 June 30, 2026 and December 31, 2025, the bond is offset by asset retirement obligations for future reclamation of $10.0 million and $10.5 million, respectively. The Company’s asset retirement obligations were discounted using a credit adjusted risk-free rate of 11%.

As of June 30, 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 June 30, 2026 and December 31, 2025, the bond is offset by asset retirement obligations for future reclamation of $0.6 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 June 30, 2026 are as follows (in thousands):


Year Ending December 31:
2026	$	4,306
2027		7,520
2028		5,005
2029		—
Thereafter		—
Total minimum obligations		16,831
Less: interest portion		(1,062)
Present value of minimum payments		15,769
Less: current portion		(7,330)
Long-term portion of minimum payments	$	8,439

The weighted average remaining lease term for the Company’s finance leases as of June 30, 2026 is 2.25 years.

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Supplemental cash flow information related to the Company’s operating and finance leases is as follows for the six months ended June 30, 2026 and 2025:


		Six months ended
		June 30,
		2026			2025

		(in thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Financing cash flows from finance leases		$	3,225		$	—

12. Other Expense (Income), Net

For the three and six months ended June 30, 2026 and 2025, other expense (income), net consisted of the following:


		Three months ended					Six months ended
		June 30,					June 30,
		2026			2025		2026			2025

		(in thousands)					(in thousands)
Interest expense (income), net		$	201		$	(164)	$	431		$	(388)
Charitable contributions			—			4		6			16
Realized/unrealized loss (gain) from gold and silver rounds/bullion ⁽¹⁾			490			(126)		300			(484)
Realized gain from debt retirement			—			(652)		—			(652)
Other income			(3)			(4)		(5)			(6)
Total other expense (income), net		$	688		$	(942)	$	732		$	(1,514)

(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 30,000 shares of common stock at weighted average prices of $7.06 and 1,230,000 restricted stock units (“RSUs”) at a weighted average fair value of $4.70 were outstanding as of June 30, 2026 but had no dilutive effect due to the net loss for the six months ended June 30, 2026. As of June 30, 2025, potentially dilutive securities representing 160,000 shares of common stock were excluded from the computation of diluted earnings per share because their effect would have been antidilutive.

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


		Three months ended					Six months ended
		June 30,					June 30,
		2026			2025		2026			2025
Net income (loss) attributable to Fortitude Shareholders (in thousands)		$	577		$	849	$	(1,053)		$	2,098
Basic weighted average shares of common stock outstanding			27,620,113			24,246,942		26,734,087			24,210,076
Diluted effect of share-based awards			343,600			124,941		—			244,159
Diluted weighted average common shares outstanding			27,963,713			24,371,883		26,734,087			24,454,235
Net income (loss) per share attributable to Fortitude Shareholders:
Basic		$	0.02		$	0.04	$	(0.04)		$	0.09
Diluted		$	0.02		$	0.03	$	(0.04)		$	0.09

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 June 30, 2026 and December 31, 2025:


		June 30,			December 31,
		2026			2025			Input Hierarchy Level

		(in thousands)
Cash and cash equivalents		$	13,545		$	4,656		Level 1
Gold and silver rounds/bullion			3,031			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.

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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

Six months

Statement of

ended June 30,

Operations

2026

 

2025

2026

 

2025

Classification

(in thousands)

Realized/unrealized loss (gain) from gold and silver rounds/bullion

490

(126)

300

(484)

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 and six months ended June 30, 2026, the Company granted RSUs of 800,000 to employees. The RSU’s vest over a period of three years and were issued with a weighted average fair value of $4.74 per share.

During the six months ended June 30, 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. The Company did not issue any common stock for consulting services during the three months ended June 30, 2026.

During the three months ended June 30, 2026, vested RSU’s of 362,000 were issued with an intrinsic value of $1.8 million, and a fair value of $1.7 million. During the six months ended June 30, 2026, vested RSU’s of 502,000 were issued with an intrinsic value of $2.5 million, and a fair value of $2.4 million No RSUs vested during the three and six months ended June 30, 2026 and 2025.

During the six months ended June 30, 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 June 30, 2026.

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 June 30,					Six months ended June 30,
	2026			2025		2026			2025

	(in thousands)					(in thousands)
Restricted stock units	$	524		$	479	$	1,715		$	870
Stock options		-			-		-			5
Total	$	524		$	479	$	1,715		$	875

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16. Shareholders’ Equity

During the three and six months ended June 30, 2026, the Company declared and paid dividends of $0.8 million or $0.03 per share and $1.6 million or $0.06 per share, respectively. During the three and six months ended June 30, 2025, the Company declared and paid dividends of $1.5 million or $0.06 per share and $4.4 million or $0.18 per share, respectively.

In February 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 $0.3 million. In June 2026, the Company completed a private placement of common stock, pursuant to which it issued 1,150,000 shares for gross proceeds of $5.5 million, resulting in net proceeds of $5.5 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 mineralized material 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 and six months ended June 30, 2026 and 2025. It also analyzes our financial condition at June 30, 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.

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

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Second Quarter 2026 Financial Results and Highlights

●

2,133 gold ounces produced, an increase of 210% from the first quarter of 2026

●

Net income of $0.6 million, or $0.02 per share

●

Completed a $5.5 million Private Placement

●

Connected to grid power

●

$8.2 million net sales

●

$13.5 million cash balance at June 30, 2026

●

$35.4 million working capital at June 30, 2026

●

$5.4 million mine gross profit

●

$4.7 million exploration expenditures

●

$1,200 total cash cost after by-product credits per gold ounce sold for the Isabella Pearl Mine

●

$2,549 per ounce total all-in sustaining cost for the Isabella Pearl Mine

●

$1,326 total cash cost after by-product credits per gold ounce sold for the County Line Mine

●

$1,886 per ounce total all-in sustaining cost for the County Line Mine

●

$0.8 million dividends paid

●

611 ounces of gold rounds/bullion held at June 30, 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 June 30,				Six months ended June 30,
		2026		2025		2026		2025
Mineralized material mined
Mineralized material (tonnes)		133,226		34,174		211,560		88,101
Gold grade (g/t)		0.52		0.33		0.57		0.45
Waste (tonnes)		508,602		474,654		1,027,035		1,022,723
Metal production (before payable metal deductions)⁽¹⁾
Gold (ozs.)		1,228		1,500		1,763		3,280
Silver (ozs.)		6,153		8,819		9,819		20,226

County Line


		Three months ended June 30,				Six months ended June 30,
		2026		2025		2026		2025
Mineralized material mined
Mineralized material (tonnes)		127,811		—		186,427		—
Gold grade (g/t)		0.41		—		0.60		—
Waste (tonnes)		75,185		—		78,047		—
Metal production (before payable metal deductions)⁽¹⁾
Gold (ozs.)		905		—		1,058		—
Silver (ozs.)		2,712		—		3,068		—

(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 mineralized material grades and recoveries which impact the amounts of metals contained in doré produced and sold.

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During the three months ended June 30, 2026 and 2025, we produced a total of 2,133 and 1,500 ounces of gold, respectively. This increase was primarily driven by due to higher mining and recoveries from the Isabella Pearl and County Line Mines.

During the six months ended June 30, 2026 and 2025, we produced a total of 2,821 and 3,280 ounces of gold, respectively. This increase was primarily due to lower leach pad recoveries as a result of timing of residual leach on the leach pad, and the ramp up of mining at County Line and Isabella Pearl during the first quarter of 2026.

Isabella Pearl



		Three months ended June 30,						Six months ended June 30,
		2026			2025			2026			2025
Metal sold
Gold (ozs.)			1,020			1,491			1,553			3,827
Silver (ozs.)			5,828			8,708			9,941			24,093
Average metal prices realized ⁽¹⁾
Gold ($per oz.)			4,515			3,287			4,584			3,027
Silver ($per oz.)			73.96			33.18			77.49			32.49
Precious metal gold equivalent ounces sold
Gold Ounces			1,020			1,491			1,553			3,827
Gold Equivalent Ounces from Silver			95			88			168			259
			1,115			1,579			1,721			4,086

Total cash cost before by-product credits per gold ounce sold		$	1,621		$	1,325		$	1,633		$	1,275
Total cash cost after by-product credits per gold ounce sold		$	1,200		$	1,131		$	1,137		$	1,070
Total all-in sustaining cost per gold ounce sold		$	2,549		$	1,452		$	2,451		$	1,461

County Line


		Three months ended June 30,						Six months ended June 30,
		2026			2025			2026			2025
Metal sold
Gold (ozs.)			775			—			923			—
Silver (ozs.)			2,401			—			2,483			—
Average metal prices realized ⁽¹⁾
Gold ($per oz.)			4,591			—			4,617			—
Silver ($per oz.)			75.31			—			75.90			—
Precious metal gold equivalent ounces sold
Gold Ounces			775			—			923			—
Gold Equivalent Ounces from Silver			39			—			41			—
			814			—			964			—

Total cash cost before by-product credits per gold ounce sold		$	1,560		$	—		$	1,557		$	—
Total cash cost after by-product credits per gold ounce sold		$	1,326		$	—		$	1,353		$	—
Total all-in sustaining cost per gold ounce sold		$	1,886		$	—		$	2,252		$	—

(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.

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Consolidated Results of Operations – Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025

Sales, net. For the three months ended June 30, 2026, consolidated sales, net were $8.2 million as compared to $4.9 million for the same period in 2025. The increase is mainly attributable to higher sales volumes and higher average sales price. Second quarter 2026 gold sales volumes increased 20% and average realized price for gold increased 39%, from the same period in 2025.

Higher sales volumes during the three months ended June 30, 2026, were the result of increased production which was primarily due to higher mining and recoveries from the Isabella Pearl and County Line Mines.

Mine cost of sales. For the three months ended June 30, 2026, mine cost of sales totaled $2.8 million compared to $2.2 million for the same period in 2025. The change is mainly attributable to higher production costs due to an increase in sales volumes, as discussed above.

Mine gross profit. For the three months ended June 30, 2026, we recorded $5.4 million mine gross profit compared to $2.7 million mine gross profit for the same period in 2025. The increase is primarily attributable to higher sales, as discussed above.

General and administrative. For the three months ended June 30, 2026, general and administrative expenses of $1.2 million did not materially change from the same period in 2025.

Exploration expenses. For the three months ending June 30, 2026, we recorded property exploration expenses of $4.7 million as compared to $1.3 million for the same period of 2025. The increase is primarily due to drilling and increased exploration activities at East Camp Douglas as part of the newly entered Joint Venture.

Facilities and mine construction. For the three months ended June 30, 2026, we recorded facilities and mine construction expenses of $0.1 million as compared to nil for the same period of 2025. These expenses relate to our County Line Mine which began operation in 2026.

Reclamation and remediation expenses. For the three months ending June 30, 2026, we recorded reclamation and remediation expenses of $0.6 million as compared to $0.04 million for the same period of 2025. The increase is primarily due to increased accretion expense for Isabella Pearl and increased disturbances at County Line.

Other expense (income), net. For the three months ending June 30, 2026, we recorded other expense of $0.7 million compared to other income of $0.9 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. Additionally, we recognized a gain on debt retirement in 2025.

Net loss attributable to noncontrolling interest. For the three months ended June 30, 2026, we recorded net loss attributable to noncontrolling interest expenses of $2.5 million as compared to nil for the same period of 2025. These expenses relate to exploration activities at East Camp Douglas as part of the newly entered Joint Venture.

Net (loss) income attributable to Fortitude Shareholders. For the three months ended June 30, 2026, we recorded a net income of $0.6 million as compared to $0.8 million in the corresponding period for 2025. The change is due to the changes in our consolidated results of operations as discussed above.

Consolidated Results of Operations – Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

Sales, net. For the six months ended June 30, 2026, consolidated sales, net of $11.4 million did not materially change from the same period in 2025. The reasons for the non-material change were due to less sales volumes which were offset by higher average sales price. For the six months ended June 30, 2026 gold sales volumes decreased 35%, while the average realized price for gold increased 52%, from the same period in 2025.

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Lower sales volumes during the six months ended June 30, 2026, were the result of decreased production which was primarily due to lower leach pad recoveries as a result of timing of residual leach on the leach pad, and the ramp up of mining at County Line and Isabella Pearl during the first quarter of 2026 which resulted in lower production in the first quarter but more production in the second quarter.

Mine cost of sales. For the six months ended June 30, 2026, mine cost of sales totaled $3.8 million compared to $5.4 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 six months ended June 30, 2026, we recorded $7.6 million mine gross profit compared to $6.0 million mine gross profit for the same period in 2025. The increase is primarily attributable to increased average sales price as discussed above.

General and administrative. For the six months ended June 30, 2026, general and administrative expenses were $3.4 million as compared to $2.5 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 six months ended June 30, 2026, property exploration expenses of $6.3 million as compared to $2.7 million for the same period of 2025. The increase is primarily due to commencement of drilling programs at Isabella Pearl, County Line and East Camp Douglas.

Facilities and mine construction. For the six months ended June 30, 2026, we recorded facilities and mine construction expenses of $0.3 million as compared to nil for the same period of 2025. These expenses relate to our County Line Mine which began operation in 2026.

Reclamation and remediation expenses. For the six months ending June 30, 2026, we recorded reclamation and remediation expenses of $0.7 million as compared to $0.1 million for the same period of 2025. The increase is primarily due to increased accretion expense for Isabella Pearl and increased disturbances at County Line

Other expense (income), net. For the six months ended June 30, 2026, we recorded other expense of $0.7 million compared to other income of $1.5 million from the same period of 2025. The change is primarily attributable to less interest income due to lower cash balances, higher interest expense for our finance leases for our mining equipment, and change in realized/unrealized loss or gain for our gold and silver rounds/bullion due to decreasing prices. Additionally, we recognized a gain on debt retirement in 2025.

Net loss attributable to noncontrolling interest. For the six months ended June 30, 2026, we recorded net loss attributable to noncontrolling interest expenses of $2.8 million as compared to nil for the same period of 2025. These expenses relate to exploration activities at East Camp Douglas as part of the newly entered Joint Venture.

Net (loss) income attributable to Fortitude Shareholders. For the six months ended June 30, 2026, we recorded a net loss of $1.1 million as compared to net income of $2.1 million in the corresponding period for 2025. The change is due to the changes in our consolidated results of operations as discussed above.

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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 and County Line Mines. 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.

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 Condensed Consolidated Statements of Operations:


		Three months ended June 30,					Six months ended June 30,
		2026			2025		2026			2025

		(in thousands)
Cash cost after by-product credits		$	2,252		$	1,686	$	3,015		$	4,097
Less intercompany eliminations			(15)			-		(18)			-
Total cash cost after by-product credits			2,237			1,686		2,997			4,097
Treatment and refining charges			(14)			(18)		(31)			(166)
Depreciation and amortization			559			561		804			1,448
Total consolidated mine cost of sales		$	2,782		$	2,229	$	3,770		$	5,379

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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 June 30,					Six months ended June 30,
		2026			2025		2026			2025

		(in thousands, except ounces sold and cost per precious metal gold equivalent ounce sold)
Total cash cost before by-product credits ⁽¹⁾		$	1,653		$	1,975	$	2,536		$	4,880
By-product credits ⁽²⁾			(429)			(289)		(770)			(783)
Total cash cost after by-product credits		$	1,224		$	1,686	$	1,766		$	4,097
Sustaining capital expenditures			483			151		744			792
Sustaining exploration expenses			893			328		1,296			704
Total all-in sustaining cost		$	2,600		$	2,165	$	3,806		$	5,593

Gold ounces sold			1,020			1,491		1,553			3,827

Total cash cost before by-product credits per gold ounce sold		$	1,621		$	1,325	$	1,633		$	1,275
By-product credits per gold ounce sold⁽²⁾			(421)			(194)		(496)			(205)
Total cash cost after by-product credits per gold ounce sold			1,200			1,131		1,137			1,070
Other sustaining expenditures per gold ounce sold⁽³⁾			1,349			321		1,314			391
Total all-in sustaining cost per gold ounce sold		$	2,549		$	1,452	$	2,451		$	1,461

County Line


		Three months ended June 30,					Six months ended June 30,
		2026			2025		2026			2025

		(in thousands, except ounces sold and cost per precious metal gold equivalent ounce sold)
Total cash cost before by-product credits ⁽¹⁾		$	1,209		$	-	$	1,437		$	-
By-product credits ⁽²⁾			(181)			-		(188)			-
Total cash cost after by-product credits		$	1,028		$	-	$	1,249		$	-
Sustaining capital expenditures			-			-		6			-
Sustaining exploration expenses			434			-		824			-
Total all-in sustaining cost		$	1,462		$	-	$	2,079		$	-

Gold ounces sold			775			-		923			-

Total cash cost before by-product credits per gold ounce sold		$	1,560		$	-	$	1,557		$	-
By-product credits per gold ounce sold⁽²⁾			(234)			-		(204)			-
Total cash cost after by-product credits per gold ounce sold			1,326			-		1,353			-
Other sustaining expenditures per gold ounce sold⁽³⁾			560			-		899			-
Total all-in sustaining cost per gold ounce sold		$	1,886		$	-	$	2,252		$	-

(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.

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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 June 30,						Six months ended June 30,
		2026			2025			2026			2025
By-product credits by dollar value:
Silver sales		$	429		$	289		$	770		$	783
Total sales from by-products		$	429		$	289		$	770		$	783


	Three months ended June 30,						Six months ended June 30,
	2026			2025			2026			2025
By-product credits per gold ounce sold:
Silver sales	$	421		$	194		$	496		$	205
Total by-product credits per gold ounce sold	$	421		$	194		$	496		$	205

County Line


		Three months ended June 30,						Six months ended June 30,
		2026			2025			2026			2025
By-product credits by dollar value:
Silver sales		$	181		$	-		$	188		$	-
Total sales from by-products		$	181		$	-		$	188		$	-


	Three months ended June 30,						Six months ended June 30,
	2026			2025			2026			2025
By-product credits per gold ounce sold:
Silver sales	$	234		$	-		$	204		$	-
Total by-product credits per gold ounce sold	$	234		$	-		$	204		$	-

Liquidity and Capital Resources

As of June 30, 2026, we had a cash position of $13.5 million compared to $4.7 million at December 31, 2025. The change is primarily due to cash received for the Private Placements which was partially offset by decreased cash from operations, exploration spending and dividends paid.

As of June 30, 2026, we had working capital of $35.4 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. 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. Additionally, to help fund our heap leach expansion, the Company completed a second private placement of common stock during the second quarter of 2026, pursuant to which it issued 1,150,000 shares for total proceeds of $5.5 million as there were no placement or offering expenses. The net proceeds from the private placements are expected to support ongoing operations, capital expenditures, reengagement of its exploration activities and to address the Company’s short-term liquidity needs.

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Net cash used in operating activities for the six months ended June 30, 2026 was $7.7 million, compared to $4.6 million for three months ended June 30, 2026. The change is primarily due to increases in net loss, inventory, partially offset by increases in accounts payable.

Net cash used in investing activities for the six months ended June 30, 2026, was $1.2 million compared to $0.9 million during the same period in 2025. The increase is primarily due to increased capital expenditures for our connection to grid power and the commissioning of the new crusher at Isabella Pearl.

Net cash provided by financing activities for the six months ended June 30, 2026 was $17.9 million, compared to a net cash use of $4.3 million during the same period in 2025. The increase was primarily attributable to proceeds from the Private Placements 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 second quarter, operations continued at the Isabella Pearl Mine open-pit and heap leach operations, which also included mining from the Scarlet South satellite pit. Detailed mapping and sampling to further constrain the structural setting continued in the vicinity of the Isabella Pearl Mine. Drilling resumed at Scarlet North to understand the structural setting and associated gold mineralization. The results from this drilling program are to be incorporated into future geological and resource models.

County Line Mine: We continued to mine from the lower grade East pit while mining the historical access ramp in the main County Line pit as part of the longer-term pit layback to access the higher-grade mineralized material in the pit.

East Camp Douglas property: As announced in the first quarter of 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. National Environmental Policy Act (“NEPA”) review, estimated at an approximate six month timeframe, and an Environmental Assessment are currently being completed on this property. The project is expected to be granted a Plan of Operation for Exploration that will allow for 150 acres of disturbance once the NEPA process is completed. Drilling commenced in the second quarter of 2026 in both the north and south areas of the property under existing Notice of Intent (“NOI”) drill locations. Drill results released during and subsequent to the quarter highlight the expansion potential in the White Rock West area. In addition to drilling, property-scale airborne magnetic and radiometric geophysical surveys were completed in May. These geophysics studies are being incorporated into mapping and drilling results to develop a 3D structural interpretation.

Golden Mile property: Material characterization and hydrogeological studies continued through the second quarter of 2026 to meet the requirements of Nevada Division of Environmental Protection. 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.

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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 the avoidance of future costs 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

●

Competition for industry experienced staff

●

Government shutdowns and freezes on issuing resource permits

●

Political and regulatory risks

●

Untimely permit issuance

●

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

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●

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 June 30, 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 June 30, 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 June 30, 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

On June 2, 2026 the Company sold 1,150,000 shares of its common stock at a price of $4.82 per share to one person.

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 person who acquired these securities was a sophisticated investor and was provided full information regarding the Company’s operations. There was no general solicitation in connection with the issuance of the securities described above. The person 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 June 30, 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 June 30, 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.

Table of Contents

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 August 4, 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

Source: View Original Filing on SEC EDGAR