Fortitude Gold amends Company Agreement with partner

Fortitude Gold Corporation entered into a material definitive agreement by amending its Company Agreement with Hawthorne Land & Minerals, LLC on May 8, 2026.

Filing Impact

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Filing Sentiment

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Form Type

8-K

Rhea-AI Filing Summary

Fortitude Gold Corporation entered into a material definitive agreement by amending its Company Agreement with Hawthorne Land & Minerals, LLC on May 8, 2026. The amendment is significant enough to require public disclosure, but detailed terms are provided only in a filed exhibit with certain portions omitted.

The company furnished the amended Company Agreement as Exhibit 2.3 to the report, noting that some confidential sections were removed under applicable SEC rules but can be provided to regulators on request.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Agreement date: May 8, 2026

1 metrics

Agreement date May 8, 2026 Date of amended Company Agreement with Hawthorne Land & Minerals, LLC

Key Terms

Material Definitive Agreement, Regulation S-K, Inline XBRL, Emerging growth company

4 terms

Material Definitive Agreement regulatory

"Item 1.01 Entry into a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

Regulation S-K regulatory

"omitted in accordance with Item 601(b)(10)(iv) of Regulation S-K."

A set of U.S. Securities and Exchange Commission rules that tell public companies which narrative and qualitative details must be disclosed in filings, such as risk factors, management discussion, executive pay, legal proceedings and business description. Think of it as a standardized checklist or blueprint that ensures investors get the same types of background information from every company so they can compare risks, management quality and strategy before making investment decisions.

Inline XBRL technical

"104Inline XBRL for the cover page of this"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What agreement did Fortitude Gold (FTCO) amend in this 8-K filing?

Fortitude Gold amended its Company Agreement with Hawthorne Land & Minerals, LLC. The change is important enough to qualify as a material definitive agreement, so the company filed an 8-K and attached the amended agreement as Exhibit 2.3 for public record.

When was Fortitude Gold’s amended Company Agreement with Hawthorne Land & Minerals executed?

The amended Company Agreement was dated May 8, 2026. This date represents the earliest event reported in the 8-K and is when the updated contractual terms between Fortitude Gold and Hawthorne Land & Minerals, LLC formally took effect.

Which exhibit in the Fortitude Gold (FTCO) 8-K contains the amended Company Agreement?

The amended Company Agreement is filed as Exhibit 2.3. Investors reviewing the 8-K can refer to this exhibit for the underlying contract, recognizing that some sections have been omitted under Regulation S-K confidentiality provisions.

Why were portions of Fortitude Gold’s amended Company Agreement omitted from the exhibit?

Certain portions were omitted in accordance with Item 601(b)(10)(iv) of Regulation S-K. Fortitude Gold states it will provide the omitted material supplementally to the SEC upon request, which is a common approach for confidential business information.

Who signed Fortitude Gold’s 8-K reporting the amended agreement?

The 8-K was signed on behalf of Fortitude Gold by Jason D. Reid, Chief Executive Officer. His signature confirms the company’s authorization of the filing and its description of the amended Company Agreement with Hawthorne Land & Minerals, LLC.

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

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Accepted by SEC EDGAR 05/14/2026 - 04:05 PM EDT

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): May 8, 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 1.01 Entry into a Material Definitive Agreement.

On May 8, 2026, Fortitude Gold Corp. (the “Company” or “Fortitude”) amended its Company Agreement with Hawthorne Land & Minerals, LLC.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are furnished with this report:

2.3*Amended Company Agreement, dated May 8, 2026.

104Inline XBRL for the cover page of this Current Report on Form 8-K.

*Certain portions of this exhibit have been omitted in accordance with Item 601(b)(10)(iv) of Regulation S-K. The registrant hereby agrees to furnish supplementally to the SEC upon request a copy of any omitted portion of this exhibit.

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: May 14, 2026	FORTITUDE GOLD CORPORATION


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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents