Fortitude Gold (FTCO) completes private sale of 2,520,206 shares at $4.75

Rhea-AI Filing Summary

Fortitude Gold Corporation reported that between February 3 and February 17, 2026 it sold 2,520,206 shares of common stock at $4.75 per share to thirty-two investors in a private transaction.

The company used a Rule 506 exemption, selling only to sophisticated investors, with no general solicitation. Investors received full information about operations, acquired the shares for their own accounts, and the certificates carry restrictive legends limiting resale without registration or a valid exemption.

Insights

Equity capital markets analyst

Fortitude Gold raised private equity capital, increasing its share count under a Rule 506 exemption.

Fortitude Gold issued 2,520,206 common shares at $4.75 per share to thirty-two sophisticated investors in a private placement. This brings in new equity capital and expands the number of shares outstanding, which can dilute existing holders’ ownership percentages.

The transaction relied on a Rule 506 exemption, meaning there was no general solicitation, purchasers invested for their own accounts, and the shares are restricted with resale limits until registered or sold under another exemption. Future disclosures in periodic reports may detail how this added equity capital interacts with the company’s broader financing strategy.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K
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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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Date of Report: February 17, 2026
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FORTITUDE GOLD CORPORATION

(Name of registrant as specified in its charter)

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Colorado	333-249533	85-2602691
State of Incorporation	Commission File Number	IRS Employer Identification No.
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723 South Cascade Avenue

Colorado Springs, CO 80903

Address of principal executive offices

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719-717-9825

Telephone number, including area code

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Former name or former address if changed since last report

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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☐ Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

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☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter).

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Emerging Growth Company ☐

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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 13a of the Exchange Act. ☐

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

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Title of each class	​	Trading Symbol(s)	​	Name of each exchange on which registered
None	​	N/A	​	N/A

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Item 3.02.Unregistered Sale of Equity Securities.

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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.

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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.

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SIGNATURES

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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Date: February 18, 2026.	FORTITUDE GOLD CORPORATION
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​	By:	/s/ Jason D. Reid
​	​	Jason D. Reid, Chief Executive Officer

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FAQ

What equity transaction did Fortitude Gold (FTCO) disclose in this report?

Fortitude Gold disclosed a private sale of 2,520,206 common shares at $4.75 per share. The shares were sold between February 3 and February 17, 2026 to thirty-two sophisticated investors under a Rule 506 exemption.

At what price did Fortitude Gold (FTCO) sell its new common shares?

The company sold its newly issued common shares at $4.75 per share. This fixed price applied to 2,520,206 shares placed with thirty-two sophisticated investors during the February 3–17, 2026 offering period under a private placement exemption.

Who bought the 2,520,206 Fortitude Gold (FTCO) shares in the private sale?

Thirty-two sophisticated investors purchased the 2,520,206 Fortitude Gold common shares. They were provided full information about the company’s operations and acquired the securities for their own accounts under a Rule 506 private placement exemption without general solicitation.

What securities law exemption did Fortitude Gold (FTCO) rely on for this share sale?

The company relied on the Rule 506 exemption for its unregistered sale of equity securities. This allowed a private placement to sophisticated investors without general solicitation, provided purchasers received full information and accepted restricted shares subject to resale limitations.

Are the newly issued Fortitude Gold (FTCO) shares freely tradable?

No, the new Fortitude Gold shares are restricted securities. Their certificates carry legends stating they cannot be sold unless covered by an effective registration statement or a valid exemption from registration, limiting immediate resale into public markets.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 EX-101.SCH 2.6 KB
• EX-101 EX-101.LAB 14.3 KB
• EX-101 EX-101.PRE 9.2 KB