Fortitude Gold (FTCO) completes 1,150,000-share Rule 506 private sale

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Fortitude Gold Corporation reported an unregistered private sale of its common stock. On June 2, 2026, the company sold 1,150,000 shares of common stock at a price of $4.82 per share to a single sophisticated investor. The transaction was conducted under Rule 506, which allows certain private offerings without SEC registration. The investor received detailed information about the company, there was no general solicitation, and the shares were acquired for the investor’s own account. The certificates will carry a restricted legend, meaning the shares cannot be resold unless covered by an effective registration statement or a valid exemption from registration.

Insights

Fortitude Gold completes a Rule 506 private share sale that adds equity but increases share count.

Fortitude Gold sold 1,150,000 common shares at $4.82 each to one sophisticated investor in an unregistered offering under Rule 506. This type of private placement is a common way for smaller issuers to access capital without a full public offering process.

The shares are restricted, with no general solicitation and acquisition for the investor’s own account, which aligns with typical private-offering safeguards. Actual effects on existing shareholders depend on the company’s overall share base and how the additional equity is ultimately used.

8-K Event Classification

Item 3.02 — Unregistered Sales of Equity Securities

1 item

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Key Figures

Common shares sold: 1,150,000 shares Sale price per share: $4.82 per share Offering exemption: Rule 506

3 metrics

Common shares sold 1,150,000 shares Unregistered private sale on June 2, 2026

Sale price per share $4.82 per share Price for June 2, 2026 private issuance

Offering exemption Rule 506 Exemption used for unregistered equity sale

Key Terms

Unregistered Sale of Equity Securities, Rule 506, sophisticated investor, restricted legend

4 terms

Unregistered Sale of Equity Securities regulatory

"Item 3.02 Unregistered Sale of Equity Securities."

Rule 506 regulatory

"The Company relied upon the exemption provided by Rule 506 of the Securities and Exchange Commission"

sophisticated investor financial

"The person who acquired these securities was a sophisticated investor and was provided full information"

restricted legend regulatory

"The certificates representing these securities will bear a restricted legend providing that they cannot be sold"

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Understanding 8-K Material Events →

06/05/2026 - 04:30 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of the earliest event reported): June 2, 2026

Commission file number: 333-249533

FORTITUDE GOLD CORPORATION

(Exact name of registrant as specified in its charter)


Colorado	85-2602691
(State of Other Jurisdiction of incorporation or Organization)	(I.R.S. Employer Identification No.)

723 S. Cascade Avenue, Colorado Springs, CO	80903
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (719) 717-9825

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 (see General Instruction A.2. below):

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

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

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

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

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

Title of Each Class

Trading Symbol(s)

Name Of Each Exchange

On Which Registered

N/A

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).

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. ☐

Item 3.02 Unregistered Sale of Equity Securities.

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.

SIGNATURE

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


Date: June 5, 2026	FORTITUDE GOLD CORPORATION


	By:	/s/ Jason D. Reid
		Jason D. Reid, Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Fortitude Gold Corporation (FTCO) disclose in this 8-K filing?

Fortitude Gold disclosed an unregistered sale of common stock. The company sold 1,150,000 shares at $4.82 per share to a single sophisticated investor under Rule 506, issuing restricted shares that cannot be freely resold without registration or an applicable exemption.

How many Fortitude Gold (FTCO) shares were sold and at what price?

Fortitude Gold sold 1,150,000 shares of its common stock at a price of $4.82 per share. The sale was made to one sophisticated investor in a private, unregistered transaction conducted under Rule 506 of SEC regulations.

Under which exemption did Fortitude Gold (FTCO) sell these unregistered shares?

The company relied on Rule 506 to issue the unregistered shares. This exemption allows private offerings to qualified investors when conditions such as no general solicitation and access to detailed information about the issuer are satisfied, as described in the disclosure.

Who bought the new Fortitude Gold (FTCO) shares and how were they offered?

One sophisticated investor purchased the 1,150,000 shares. The investor was provided full information about the company, acquired the shares for their own account, and the offering involved no general solicitation, consistent with private placement requirements under Rule 506.

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

No, the new shares are restricted. The stock certificates will bear a restricted legend stating that the shares cannot be sold unless they are covered by an effective registration statement or another valid exemption from registration under applicable securities laws.

Filing Exhibits & Attachments

3 documents

Fortitude Gold (FTCO) completes 1,150,000-share Rule 506 private sale

Rhea-AI Filing Summary

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